SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES 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, 2001
OR
[ ] 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 FINANCIAL CORP.
STOCK PURCHASE PLAN
(Full title of the plan)
METROPOLITAN FINANCIAL CORP.
22901 Millcreek Boulevard
Highland Hills, Ohio 44122
(216) 206-6000
(Name of issuer of the securities held pursuant to the
plan and address of its principal executive office)
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. Report of Independent Auditors
2. Statements of Net Assets Available for Benefits
3. Statements of Changes in Net Assets Available for Plan
Benefits
4. Notes to Financial Statements
5. Schedule of Assets Held for Investment Purposes at the End of
Year
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 FINANCIAL CORP.
STOCK PURCHASE PLAN
By: METROPOLITAN BANK AND TRUST COMPANY, Trustee
By: /s/ Kenneth T. Koehler
------------------------------------------------
Kenneth T. Koehler, President,
Chief Operating Officer, Assistant
Secretary and Assistant Treasurer
Date: June 3, 2002
REPORT OF INDEPENDENT AUDITORS
Plan Administrator
Metropolitan Financial Corp. Stock Purchase Plan
Highland Hills, Ohio
We have audited the accompanying statements of net assets available for plan
benefits of the Metropolitan Financial Corp. Stock Purchase Plan (the Plan) as
of December 31, 2001 and 2000, and the related statements of changes in net
assets available for benefits for the years ended December 31, 2001 and 2000.
These financial statements and schedules 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 auditing standards generally accepted
in the United States of America. 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 as of December 31,
2001 and 2000 and the changes in net assets available for benefits for the years
ended December 31, 2001 and 2000 in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements. This supplemental
schedule is the responsibility of the Plan's management. The supplemental
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Crowe, Chizek and Company LLP
Cleveland, Ohio
March 21, 2002
METROPOLITAN FINANCIAL CORP.
STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
December 31, 2001 and 2000
- -------------------------------------------------------------------------------
2001 2000
---- ----
ASSETS
Metropolitan Financial Corp. common stock
(Cost 2001 - $263,093, 2000 - $182,734) $ 201,087 $ 99,750
Cash 11 201
----------- -----------
Total assets 201,098 99,951
----------- -----------
LIABILITIES
Payable to Plan members for excess contributions -- --
----------- -----------
Net assets available for Plan benefits $ 201,098 $ 99,951
=========== ===========
The accompanying notes are an integral part of these financial statements.
METROPOLITAN FINANCIAL CORP.
STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
December 31, 2001 and 2000
- --------------------------------------------------------------------------------
2001 2000
---- ----
Sources of assets:
Contributions -
Members $ 95,894 $ 129,863
Employer 4,896 7,265
Appreciation (depreciation) in market value of investments 19,095 (72,184)
----------- -----------
Total sources of assets 119,885 64,944
Applications of assets:
Distributions to members for terminations,
withdrawals and excess contributions 18,738 6,432
----------- -----------
Total applications of assets 18,738 6,432
----------- -----------
Net increase in net assets available for Plan benefits 101,147 58,512
Net assets available for Plan benefits:
Beginning of year 99,951 41,439
----------- -----------
End of year $ 201,098 $ 99,951
=========== ===========
The accompanying notes are an integral part of these financial statements.
METROPOLITAN FINANCIAL CORP.
STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
- --------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF THE PLAN
The Metropolitan Financial Corp. Stock Purchase Plan (the Plan) is a
contributory stock purchase plan established September 1, 1999 by the
Metropolitan Financial Corp. (MFC), the plan sponsor, to allow employees and
directors of MFC and its subsidiaries to invest in common stock of MFC. The Plan
is not subject to the provisions of the Employee Retirement Income Security Act
of 1974, as amended (ERISA).
All employees and Directors of MFC and its subsidiaries who desire to purchase
shares of the Common Stock of MFC through payroll deductions or individual
contributions in accordance with the terms and conditions of this Plan are
eligible for the Plan. MFC offers all eligible Participants the opportunity to
purchase shares of stock at 95% of the then current market value of the stock.
The Plan is administered by the Trust department of MB&T as (the Plan
Administrator) appointed by MFC. Plan assets are held in trust by MB&T as
Trustee (the Trustee) under the overall direction of the Plan Administrator.
Cash contributions by both members and MFC are invested in MFC common stock. The
assets of the Plan are allocated among accounts established for each member.
Income is allocated proportionately among the members' accounts based upon their
respective account balances.
The shares credited to the account of each member for MFC contributions are
determined on the basis of the member's proportionate share of total member
contributions. Shares may be distributed upon retirement, death or permanent
disability, and provision is also made for distribution in the event of
termination.
METROPOLITAN FINANCIAL CORP.
STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIC OF ACCOUNTING: The financial statements of the Plan have been prepared
utilizing the accrual basis of accounting, primarily from data submitted to the
Plan Administrator by the Trustee.
INVESTMENT IN MFC STOCK: Investments in MFC common stock are presented at market
value. Market value is based upon the last reported sales price on the last
business day of the Plan year. All security transactions are recorded as of the
trade date.
USE OF 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, liabilities, income
and expenses. Actual results may differ from those estimates.
TRUST MANAGEMENT: Under the terms of a trust agreement between the Trustee and
MFC, the Trustee manages a trust (the Trust) on behalf of the Plan. The
investments, and changes therein, of this Trust have been reported to the Plan
by the Trustee as having been determined through the use of market values for
all assets of the Trust. Security transactions are recorded on a trade-date
basis. The cost of shares distributed is based on average cost.
COST AND EXPENSES: The Trust Department of MFC provides the service of
purchasing shares for Plan participants at no cost. MFC will pay the brokerage
commissions, if any, on shares purchased.
NOTE 3 - UNREALIZED APPRECIATION OF INVESTMENTS
The Plan carried its investment in MFC securities at market value. Unrealized
appreciation represents the excess of such market value over the aggregate cost
of the investments and is summarized, as follows:
Year Ended December 31,
2001 2000
---- ----
Net unrealized appreciation (depreciation)
at beginning of year $ (82,984) $ (10,800)
Net increase (decrease) in market value of
investments during the year 20,978 (72,184)
----------- -----------
Net unrealized appreciation (depreciation) at end of year $ (62,006) $ (82,984)
=========== ===========
METROPOLITAN FINANCIAL CORP.
STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
- --------------------------------------------------------------------------------
NOTE 4 - DISTRIBUTIONS TO MEMBERS
Upon withdrawal from the Plan, distributions are made to members (or the
beneficiary in the case of death) after receipt of written consent from the
member. Distributions are made in whole shares of stock, with fractional shares
payable in cash.
NOTE 5 - INCOME TAX STATUS
The Plan is not qualified under Section 401 of the IRC and therefore income
earned by the trust holding the plan's assets is not exempt from federal income
taxes. As a non-qualified plan, the Plan has not applied for or received an IRS
determination letter.
Participant contributions to the Plan are made on an after-tax basis. However,
Employer contributions and certain earnings, including dividends and gain or
loss from the sale of securities realized by the Plan, must be reported as
income by participants annually. The participants' Employer and/or the Plan
trustee will notify each participant as to the annual amount to be reported as
taxable income. Therefore, no provision for income taxes is included in the
accompanying financial statements.
ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2001
- -------------------------------------------------------------------------------
December 31, 2001
-----------------
Number Market
Description of Asset of Shares Cost Value
- -------------------- --------- ---- -----
Metropolitan Financial Corp. common stock 65,930 $ 263,093 $ 201,087
Cash and cash equivalents $ 11 $ 11
December 31, 2000
-----------------
Number Market
Description of Asset of Shares Cost Value
- -------------------- --------- ---- -----
Metropolitan Financial Corp. common stock 42,000 $ 182,734 $ 99,750
Cash and cash equivalents $ 201 $ 201