1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to ________
Commission File Number: 000-21553
METROPOLITAN BANK AND TRUST
COMPANY 401(K) PLAN
(Full title of the Plan)
METROPOLITAN FINANCIAL CORP.
22901 Mill Creek Boulevard
Highland Hills, OH 44122
(216) 206-6000
(Name of issuer of the securities held pursuant to the
plan and address of its principal office)
2
REQUIRED INFORMATION
Financial Statements. The following financial statements and schedules are
filed as part of this annual report and appear immediately after the signature
page hereof:
1. Independent Auditors' Report
2. Statement of Net Assets Available for Benefits
3. Statement of Changes in Net Assets Available for Benefits
4. Notes to Financial Statements
5. Schedule of Assets Held for Investment Purposes at the End of the Year
6. Schedule of Reportable Transactions
Exhibits. The following exhibit is filed as part of this annual report:
Exhibit 23 - Consent of Crowe, Chizek and Company LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrator of the employee benefit plan has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
METROPOLITAN BANK AND TRUST
COMPANY 401(k) PLAN
By: METROPOLITAN BANK AND TRUST COMPANY
By: /s/ Donald F. Smith
------------------------------------
Donald F. Smith, Executive Vice
President and Chief Financial Officer
Date: July 2, 2001
3
METROPOLITAN BANK AND TRUST
401(k) PLAN
Highland Hills, Ohio
FINANCIAL STATEMENTS
December 31, 2000 and 1999
4
METROPOLITAN BANK AND TRUST
401(k) PLAN
Cleveland, Ohio
FINANCIAL STATEMENTS
December 31, 2000 and 1999
CONTENTS
REPORT OF INDEPENDENT AUDITORS ....................................................................... 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS ................................................ 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS ................................................................................. 3
NOTES TO FINANCIAL STATEMENTS .................................................................. 4
SUPPLEMENTAL SCHEDULES
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
.............................................................................................. 11
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS ..................................... 12
5
REPORT OF INDEPENDENT AUDITORS
Plan Administrator
Metropolitan Bank and Trust 401(k) Plan
Highland Hills, Ohio
We have audited the accompanying statements of net assets available for benefits
of the Metropolitan Bank and Trust 401(k) Plan as of December 31, 2000 and 1999,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 2000. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999 and the changes in net assets available for benefits
for the year ended December 31, 2000 in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
(held at end of year) and reportable transactions are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Crowe, Chizek and Company LLP
Cleveland, Ohio
May 16, 2001
- -------------------------------------------------------------------------------
1.
6
METROPOLITAN BANK AND TRUST
401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2000 and 1999
- -------------------------------------------------------------------------------
2000 1999
---- ----
ASSETS
Investments
Short-term investments $ 584,817 $ 818,920
Mutual funds 3,414,548 3,612,825
Metropolitan Financial Corp. common stock 115,741 168,592
Participant loans 170,329 120,768
------------- -------------
Total investments 4,285,435 4,721,105
Receivables
Employer contribution 58,219 57,514
Employee contribution 24,737 22,615
Loan payments 2,207 -
------------- -------------
Total assets 4,370,598 4,801,234
------------- -------------
LIABILITIES
Accounts payable 4,603 8,321
------------- -------------
Total liabilities 4,603 8,321
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $4,365,995 $ 4,792,913
============= =============
- --------------------------------------------------------------------------------
See accompanying notes to financial statements.
2.
7
METROPOLITAN BANK AND TRUST
401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2000
- --------------------------------------------------------------------------------
2000
----
Investment income
Net depreciation in fair value of investments $ (823,026)
Interest and dividends 410,739
---------------
Total investment income (412,287)
Contributions
Employer 220,203
Participant 763,695
Rollover 134,310
---------------
Total contributions 1,118,208
Deductions
Distributions to participants 1,115,745
Fees and expenses 17,094
---------------
Total deductions 1,132,839
NET DECREASE (426,918)
Net assets available for benefits
Beginning of year 4,792,913
---------------
End of year $ 4,365,995
===============
- --------------------------------------------------------------------------------
See accompanying notes to financial statements.
3.
8
METROPOLITAN BANK AND TRUST
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The policies and principles of the Metropolitan Bank and Trust 401(k) Plan
(Plan) which significantly affect the determination of net assets and changes in
net assets are summarized below.
BASIS OF ACCOUNTING: The financial statements of the Plan are prepared under the
accrual method of accounting.
ESTIMATES: The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Significant estimates include the fair values of investments.
Actual results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION: The Plan's investments are stated
at fair value. If available, quoted market prices are used to value investments.
The amounts shown in Note 3 for securities that have no quoted market price
represent estimated fair value.
Interest income is recorded on the accrual basis.
NET APPRECIATION IN FAIR VALUE OF INVESTMENTS: In accordance with the policy of
stating investments at fair value, the change in the net appreciation for the
year is reflected in the statement of changes in net assets available for
benefits. It consists of both net appreciation realized on purchases and sales
of investments and net unrealized appreciation resulting from the change in the
difference between market value and cost of investments at the beginning and end
of the year.
NOTE 2 - DESCRIPTION OF PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
GENERAL: The Plan is a defined contribution plan covering all eligible employees
of Metropolitan Bank and Trust Company (the Bank). Any employee who has
completed 30 days of service and is at least 21 years old is eligible to
participate. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). The plan was amended on April
- --------------------------------------------------------------------------------
4.
9
METROPOLITAN BANK AND TRUST
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
27, 1999 to allow the participants to purchase qualifying employer securities
and qualifying employer real property. The plan was also amended on May 25, 1999
which changed the terms and conditions of the plan. Significant plan amendments
included a change in the definition of compensation, a change in the eligibility
requirements for the plan and a change in the employer discretionary
contribution.
CONTRIBUTIONS: Participants may make salary deferral contributions at their
discretion of up to 20% of annual compensation. Matching contributions are made
by the employer on behalf of participants with at least one year of service who
make elective compensation deferrals, at the rate of 50% of the first 6% of the
participant's compensation deferred under the plan. In addition to the employer
matching contribution as described above, the Board of Directors of the Bank can
provide for an additional contribution on a discretionary basis. The additional
contribution is allocated based on annual compensation. To be eligible to
receive the additional contribution, an employee must work 1,000 hours and be
employed on the last day of the plan year.
PARTICIPANT ACCOUNTS: Each participant's account is credited with the
participant's contributions, the Employer's matching contribution and an
allocation of the amount of a) the Employer's discretionary contribution b) plan
earnings, and c) forfeitures of terminated participants' nonvested accounts.
Forfeitures are allocated based on the ratio of a particular employee's
compensation to the total compensation of all employees participating in the
plan. Plan earnings are allocated based on account balances, as defined in the
Plan.
VESTING: Participants are immediately vested in their salary deferral
contribution, special compliance contributions, rollover contributions and any
earnings or losses thereon. Employer matching and discretionary contributions
and earnings or losses thereon vest based on years of credited service.
Participants vest 20% per year of credited service and are 100% vested after
five years of credited service.
BENEFITS AND WITHDRAWALS: Distributions of a participant's interest will be made
upon death, permanent disability, retirement, or termination. A participant may
request a distribution from the participant's accounts to meet an immediate
financial hardship pursuant to guidelines by the Internal Revenue Service.
LOANS: Participants may borrow 50% of their vested account balance up to a
maximum of $50,000 minus any loan amounts repaid in the last 12 months. The
minimum loan request is $1,000.
SEPARATE INVESTMENT PROGRAMS: Plan participants direct the investment of their
account balances among several investment alternatives made available by the
Plan Administrator. Employer
- --------------------------------------------------------------------------------
5.
10
METROPOLITAN BANK AND TRUST
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
contributions are allocated based upon each participant's investment direction.
For the period January 1, 2000 through August 14, 2000, the following funds were
investments available to participants.
AMERICAN FUNDS BOND FUND OF AMERICA: Funds are invested in a portfolio of
bonds and fixed-income obligations.
AMERICAN FUNDS INCOME FUND OF AMERICA: Funds are invested in a portfolio of
stocks and bonds.
AMERICAN FUNDS INVESTMENT COMPANY OF AMERICA: Funds are invested primarily
in common stocks.
AMERICAN FUNDS FUNDAMENTAL INVESTORS: Funds are invested primarily in
large, well-known U.S. companies in areas such as broadcasting, publishing,
banking, manufacturing, business, public services and utilities.
AMERICAN FUNDS WASHINGTON MUTUAL INVESTORS FUND: Funds are invested only in
securities that meet the fund's strict "Eligible List" criteria, which
eliminates all but about 300 of the more than 2,700 companies currently
traded on the New York Stock Exchange.
AMERICAN FUNDS SMALLCAP WORLD FUND: Funds are invested in a diverse group
of the world's smaller companies, representing both high-growth industries
as well as companies with above average performance in more mature
industries.
AMERICAN FUNDS EUROPACIFIC GROWTH FUND: Funds are invested in non-U.S.
companies which appear to offer above-average growth potential.
AMERICAN FUNDS U.S. TREASURY MONEY FUND OF AMERICA: Funds are invested in
U.S. Treasury securities maturing in one year or less.
METROPOLITAN FINANCIAL CORP. COMMON STOCK: Funds are invested in
Metropolitan Financial Corp. stock
METROPOLITAN BANK FUND: Funds are invested in a money market fund and
certificates of deposit at the Bank. The mix of investments within this
fund is at the sole-discretion of the Plan Administrator.
- --------------------------------------------------------------------------------
6.
11
METROPOLITAN BANK AND TRUST
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
NOTE 2 - DESCRIPTION OF PLAN (Continued)
MONEY MARKET FUNDS: Funds are invested in money market funds. The mix of
investments is at the sole-discretion of the Plan Administrator.
For the period August 15, 2000 through December 31, 2000, the following funds
were investments available to participants:
AIM AGGRESSIVE GROWTH FUND: Funds are invested in small to medium-sized
growth oriented companies.
AIM VALUE FUND: Funds are invested in established growth companies.
AIM BALANCED FUND: Funds are invested in equities, bonds and cash
equivalents.
FEDERATED INCOME INSTITUTIONAL FUND: Funds are invested in U.S. government
securities with emphasis on mortgage-backed securities.
FEDERATED MAXIMUM CAPITALIZATION FUND: Funds are invested in stocks which
replicate the S & P 500 Index.
MFS MASSACHUSETTS GROWTH #13 FUND: Funds are invested in large
growth-oriented companies.
TEMPLETON FOREIGN A FUND: Funds are invested in equities of companies
located outside the United States, including emerging markets.
METROPOLITAN FINANCIAL CORP. COMMON STOCK: Funds are invested in
Metropolitan Financial Corp. stock.
METROPOLITAN BANK FUND: Funds are invested in a money market fund and
certificates of deposit at the Bank. The mix of investments within this
fund is at the sole-discretion of the Plan Administrator.
- --------------------------------------------------------------------------------
7.
12
METROPOLITAN BANK AND TRUST
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
NOTE 3 - INVESTMENTS
The following table presents the fair value of investments:
2000 1999
------ ----
Investments at fair value as determined by quoted market price:
AIM Aggressive Growth $ 322,411 $ -
AIM Value 517,892 -
AIM Balanced 363,425 -
Federated Income Institutional 129,925 -
Federated Maximum Capitalization 82,044 -
MFS Massachusetts Growth #13 1,751,253 -
Templeton Foreign A 247,598 -
American Funds:
Bond Fund of America - 74,803
Income Fund of America - 292,644
Investment Company of America - 1,416,759
Fundamental Investors - 518,468
Washington Mutual Investors Fund - 881,022
Smallcap World Fund - 219,365
U.S. Treasury Money Fund - 4,523
Europacific Growth Fund - 205,241
------------- -------------
3,414,548 3,612,825
Metropolitan Financial Corp. common stock 115,741 168,592
Investments at estimated fair value:
Metropolitan Bank Fund:
Metropolitan Money Market Fund 17,236 15,096
Metropolitan Deposit Accounts 517,162 803,824
Money Market Funds:
Federated Prime Obligations Fund 42,338 -
Vanguard Prime Money Market Fund 8,081 -
------------- -------------
584,817 818,920
Participant loans 170,329 120,768
------------- -------------
Total investments $ 4,285,435 $ 4,721,105
============= =============
- --------------------------------------------------------------------------------
8.
13
METROPOLITAN BANK AND TRUST
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
NOTE 3 - INVESTMENTS (Continued)
During 2000, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated (depreciated) in
value as follows:
Investments at fair value as determined by quoted
market price:
American Funds:
Bond Fund of America $ (387)
Income Fund of America 5,286
Investment Company of America 55,993
Fundamental Investors 31,020
Washington Mutual Investors Fund 62,638
Small Cap World Fund (14,567)
Europacific Growth Fund (25,313)
AIM Funds:
AIM Aggressive Growth (119,043)
AIM Value (155,839)
AIM Balanced (37,986)
Federated Income Institutional 2,961
Federated Maximum Capitalization (8,357)
MFS Massachusetts Growth #13 (520,045)
Templeton Foreign A (9,120)
Metropolitan Financial Corp. common stock (100,267)
----------
Net depreciation in fair value $(823,026)
==========
NOTE 4 - TAX STATUS
The Plan has received a favorable determination letter from the Internal Revenue
Service as to the tax qualified status of the Plan.
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor Regulations as any
fiduciary of the plan, any party rendering services to the plan, the employer,
and certain others. Transactions during the year with parties-in-interest
included investments in a money market fund and
- --------------------------------------------------------------------------------
9.
14
METROPOLITAN BANK AND TRUST
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
- --------------------------------------------------------------------------------
certificates of deposit of the employer and investments in common stock with the
parent company of the employer.
NOTE 6 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Bank has the right under
the Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of plan termination,
participants will become fully vested in their accounts.
- --------------------------------------------------------------------------------
10.
15
SUPPLEMENTARY INFORMATION
16
METROPOLITAN BANK AND TRUST
401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2000
- --------------------------------------------------------------------------------
Name of plan sponsor: Metropolitan Bank and Trust Company
Employer identification number: 34-0847574
Three-digit plan number: 002
(c)
(b) Description of Investment
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
(A) or Similar Party Par or Maturity Value Cost Value
- --- ---------------- --------------------- ---- -----
AIM Aggressive Growth 25,248 units $ 436,542 $ 322,411
AIM Value 41,398 units 656,959 517,892
AIM Balanced 12,078 units 399,086 363,425
Federal Income Institutional 12,725 units 126,999 129,925
Federated Maximum Capitalization 3,066 units 90,264 82,044
MFS Massachusetts Growth #13 102,173 units 2,190,308 1,751,253
Templeton Foreign A 23,946 units 253,283 247,598
Metropolitan Bank Fund:
* Metropolitan Money Market Fund 17,236
* Metropolitan Passbook, 4.89% 517,162
Money Market Funds:
Federated Prime Obligation Fund 42,338
Vanguard Prime Money Market Fund 8,081
* Metropolitan Financial Corp. Common Stock 48,733 shares 115,741
Participant Loans 170,329
----------------
Total $ 4,285,435
================
* Considered parties-in-interest to the Plan.
- --------------------------------------------------------------------------------
11.
17
METROPOLITAN BANK AND TRUST
401(k) PLAN
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE
TRANSACTIONS Year ended December 31, 2000
- --------------------------------------------------------------------------------
Name of plan sponsor: Metropolitan Bank and Trust Company
Employer identification number: 34-0847574
Three-digit plan number: 002
(b)
Description
of asset
(a) (including interest (c) (d) (e)
Identity of rate and maturity Purchase Selling Lease
party involved in case of loan) price price rental
-------------- ----------------- ----- ----- ------
* Metropolitan Financial Corp. Common stock $ 47,415
(f) (h)
Expense Current
incurred (g) value of asset (i)
with Cost on transaction Net gain
transaction of asset date or (loss)
----------- -------- ---- ---------
$ 47,415
* Considered parties-in-interest to the Plan.
- --------------------------------------------------------------------------------
12.