SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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, 2002
[ ] 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, OH 44122
(216) 206-6000
(Name of issuer of the securities held pursuant to the
plan and address of its principal 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. 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
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 PRUCHASE PLAN
By: METROPOLITAN BANK AND
TRUST COMPANY
By: /s/ Kenneth T. Koehler
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Kenneth T. Koehler,
President & Chief Executive Officer
(on behalf of the Registrant)
By: /s/ Marcus Faust
------------------------------------
Marcus Faust,
Executive Vice President & Chief
Financial Officer (as Principal
Finance Officer)
Date: April 29, 2003
METROPOLITAN FINANCIAL CORP.
STOCK PURCHASE PLAN
December 31, 2002 and 2001
ANDOVER BANCORP, INC.
METROPOLITAN FINANCIAL CORP.
STOCK PURCHASE PLAN
FINANCIAL STATEMENTS
December 31, 2002 and 2001
CONTENTS
Report of Independent Auditors .......................................... 1
Statements of Net Assets Available for Benefits -
FINANCIAL STATEMENTS .................................................... 2
Statements of Changes in Net Assets Available for Benefits .............. 3
Notes to Financial Statements ........................................... 4
SUPPLEMENTAL SCHEDULE -
Schedule of Assets (HELD AT END OF YEAR) ................................ 6
REPORT OF INDEPENDENT AUDITORS
The Administrative Committee of
Metropolitan Financial Corp. Stock Purchase Plan
Highland Hills, Ohio
We have audited the accompanying statements of net assets available for benefits
of the Metropolitan Financial Corp. Stock Purchase Plan (the Plan) as of
December 31, 2002 and 2001, and the related statements of changes in net assets
available for benefits for the years then ended. 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 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,
2002 and 2001 and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets 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.
Crowe Chizek and Company LLC
Cleveland, Ohio
March 27, 2003
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1.
METROPOLITAN FINANCIAL CORP.
STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS
December 31, 2002 and 2001
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2002 2001
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ASSETS
Metropolitan Financial Corp. common stock
(Cost 2002 - $0; 2001 - $263,093) $ - $ 201,087
Cash - 11
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Total assets - 201,098
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Net assets available for benefits $ - $ 201,098
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The accompanying notes are an integral part of these financial statements.
2.
METROPOLITAN FINANCIAL CORP.
STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Years ended December 31, 2002 and 2001
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2002 2001
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Additions to net assets attributed to:
Appreciation in market value of investments
Contributions -
Members $ 146,379 $ 95,894
Employer 3,139 4,896
61,987 19,095
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211,505 119,885
Deductions from net assets attributed to:
Distributions to members for terminations,
withdrawals and excess contributions 412,603 18,738
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412,603 18,738
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Net increase (201,098) 101,147
Net assets available for benefits:
Beginning of year 201,098 99,951
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End of year $ - $ 201,098
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The accompanying notes are an integral part of these financial statements.
3.
METROPOLITAN FINANCIAL CORP.
STOCK PURCHASE PLAN
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2002 and 2001
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NOTE 1 - DESCRIPTION OF THE PLAN
The Metropolitan Financial Corp. Stock Purchase Plan (the Plan) was a
contributory stock purchase plan established September 1, 1999 by 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 was not subject
to the provisions of the Employee Retirement Income Security Act of 1974, as
amended (ERISA). The Plan was terminated on November 1, 2002. All assets held by
the plan were distributed to plan participants.
All employees and Directors of MFC and its subsidiaries who desired 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 were
eligible for the Plan. MFC offered all eligible Participants the opportunity to
purchase shares of stock at 95% of the then current market value of the stock.
The Plan was administered by the Trust department of Metropolitan Bank & Trust
(MB&T, the Plan Administrator), a subsidiary of MFC, as the Plan Administrator
appointed by MFC. Plan assets were held in trust by MB&T as Trustee under the
overall direction of the Plan Administrator. Cash contributions by both members
and MFC were invested in MFC common stock. The assets of the Plan were allocated
among accounts established for each member. Income was allocated proportionately
among the members' accounts based upon their respective account balances.
The shares credited to the account of each member for MFC contributions were
determined on the basis of the member's proportionate share of total member
contributions.
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 fair
value. Fair 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
accounting principles generally accepted in the United States 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 managed 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 fair values for all
assets of the Trust. The cost of shares distributed is based on average cost.
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See accompanying notes to consolidated financial statements.
4.
METROPOLITAN FINANCIAL CORP.
STOCK PURCHASE PLAN
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2002 and 2001
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
COST AND EXPENSES: The Trust Department of MFC provided the service of
purchasing shares for Plan participants at no cost. MFC paid the brokerage
commissions, if any, on shares purchased.
NOTE 3 - DISTRIBUTIONS TO MEMBERS
Upon withdrawal from the Plan, or upon Plan termination, distributions were made
to participants (or the beneficiary in the case of death) after receipt of
written consent from the participant. Distributions are made in whole shares of
stock, with fractional shares payable in cash.
NOTE 4 - 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 notified 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.
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5.
METROPOLITAN FINANCIAL CORP.
STOCK PURCHASE PLAN
ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 2002 and 2001
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December 31, 2001
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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
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6.