<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 5TH STREET
WASHINGTON, D.C. 20549
--------------
FORM 10-QSB/A
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
-----------------
OR
- --- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________Commission File
No. 0-27624
RELIANCE BANCSHARES, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1834823
--------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3140 S 27th Street, Milwaukee Wisconsin 53215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 671-2222
--------------
Not applicable
- --------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
(1) Yes X No
--- ---
(2) Yes X No
--- ---
Indicate the number of shares outstanding of the issuer's classes of common
stock as of the latest practicable date.
Class Outstanding March 26, 1998
----- --------------------------
Common Stock, par value $1.00 per share 2,371,238 shares
<PAGE> 2
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
FORM 10-QSB/A
FOR THE QUARTER ENDED DECEMBER 31, 1997
INDEX
PAGE NO.
PART I - Financial Information
Consolidated Statements of Financial Condition 1
Consolidated Statements of Income 2
Consolidated Statements of Stockholders' Equity 3
Consolidated Statements of Cash Flows 4 - 5
Notes to Consolidated Financial Statements 6 - 7
Management's Discussion and Analysis of Financial Condition
and Results of Operations 8 - 11
PART II - Other Information 12 - 13
<PAGE> 3
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Amended
Consolidated Statements of Financial Condition
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
-------- --------
(Unaudited)
<S> <C> <C>
Assets:
Cash $ 440 $ 829
Cash equivalent interest-bearing deposits 2,039 2,219
-------- --------
Total cash and cash equivalents 2,479 3,048
Investments
Certificates of deposit - at cost 583 294
Investment securities available for sale,
at fair value 12,907 11,481
Investment securities held to maturity
(estimated market value of $0 at
December 31, 1997 and $3,202 at
June 30, 1997) -- 3,189
Mortgage-backed and related securities
available for sale, at fair value 521 --
Mortgage-backed and related securities
(estimated market value of $0 at
December 31, 1997 and $732 at
June 30, 1997) -- 685
Federal Home Loan Bank stock - at cost 200 200
Loans receivable - net 27,456 27,601
Accrued interest receivable 132 182
Office properties and equipment 82 86
Prepaid expenses and other assets 229 243
-------- --------
Total assets $ 44,589 $ 47,009
======== ========
Liabilities and Equity:
Deposit accounts $ 17,675 $ 17,596
Borrowed funds 4,000 6,008
Income taxes:
Current (18) --
Deferred 300 197
Accrued and other liabilities:
Interest 30 32
Other 262 210
-------- --------
Total liabilities 22,249 24,043
Commitments and contingencies -- --
Stockholders' equity:
Common stock, $1.00 par value; 6,000,000 shares authorized;
2,562,344 shares issued 2,562 2,562
Additional paid-in-capital 10,002 9,947
Unearned ESOP compensation (449) (449)
Unrealized gain on securities available for sale, net of
applicable deferred income taxes 660 490
Retained earnings - substantially restricted 10,766 10,471
Treasury stock, at cost, 138,606 and 6,519 shares (1,201) (55)
-------- --------
Total stockholders' equity 22,340 22,966
-------- --------
Total liabilities and stockholders' equity $ 44,589 $ 47,009
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE> 4
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Amended
Consolidated Statements of Income
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
------------------ ----------------
1997 1996 1997 1996
-------- -------- ----------------
(Unaudited)
<S> <C> <C> <C> <C>
Interest and dividend income:
Mortgage loans $ 598 $ 530 $1,197 $ 1,051
Investment securities 223 341 462 636
Mortgage-backed and related securities 13 18 27 35
Other loans -- -- -- --
Dividends on stock in Federal Home Loan Bank 3 2 7 5
-------- ------ ------ -------
Total interest and dividends 837 891 1,693 1,727
-------- ------ ------ -------
Interest expense:
Deposits and escrows 235 231 462 462
Notes payable and other borrowings 67 21 155 21
-------- ------ ------ -------
Total interest expense 302 252 617 483
-------- ------ ------ -------
Net interest income 535 639 1,076 1,244
Provision for loan losses 5 6 11 11
-------- ------ ------ -------
Net interest income after provision for loan losses 530 633 1,065 1,233
-------- ------ ------ -------
Noninterest income:
Gain (loss) on sale of investments 4 2 (1) 2
Other income 11 -- 11 --
Loan fees and service charges 1 3 4 6
-------- ------ ------ -------
Total noninterest income 16 5 14 8
-------- ------ ------ -------
Operating income 546 638 1,079 1,241
-------- ------ ------ -------
Noninterest expense:
Compensation and benefits 165 107 326 207
Occupancy 6 7 13 14
Advertising 3 2 4 4
Furniture and equipment 5 -- 6 7
Federal insurance premiums 3 1 6 157
Professional services 73 34 95 57
Data processing 18 17 36 34
Stationery, communications, and other operating 44 36 60 47
Directors' fees and expenses of directors, officers
and employees 24 25 44 48
-------- ------ ------ -------
Total noninterest expense 341 229 590 575
-------- ------ ------ -------
Income before income taxes 205 409 489 666
-------- ------ ------ -------
Income taxes:
Current 79 159 200 260
Deferred (3) (3) (6) (6)
-------- ------ ------ -------
Total income taxes 76 156 194 254
-------- ------ ------ -------
Net income $ 129 $ 253 $ 295 $ 412
======== ====== ====== =======
Net earnings per share (basic and fully-diluted) $ 0.05 $ 0.10 $ 0.12 $ 0.17
======== ====== ====== =======
Dividends per share $ 0.00 $ 3.00 $ 0.00 $ 3.00
======== ====== ====== =======
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 5
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Amended
Consolidated Statement of Stockholders' Equity
(Dollars in Thousands)
<TABLE>
<CAPTION>
Unrealized
Gain (Loss)
on
Securities
Available
for Sale, Net
Additional Unearned of Applicable
Common Paid-in ESOP Deferred Retained
Stock Capital Compensation Income Taxes Earnings
-------------- ------------- ------------ ---------------- ---------
<S> <C> <C> <C> <C> <C>
Balances at June 30, 1997 $ 2,562 $ 9,947 $ (449) $ 490 $ 10,471
Net income -- -- -- -- 295
Purchase of treasury stock -- -- -- -- --
Amortization of unearned ESOP compensation -- 55 -- -- --
Change in unrealized gain (loss) on securities
available for sale, net of applicable deferred
income taxes of $110,000 -- -- -- 170 --
-------------- ------------- ------------ ---------------- --------
Balances at December 31, 1997 $ 2,562 $ 10,002 $ (449) $ 660 $ 10,766
============== ============= ============ ================ ========
</TABLE>
<TABLE>
<CAPTION>
Total
Treasury Stockholders'
Stock Equity
-------- -------------
<S> <C> <C>
Balances at June 30, 1997 $ (55) $ 22,966
Net income -- 295
Purchase of treasury stock (1,146) (1,146)
Amortization of unearned ESOP compensation -- 55
Change in unrealized gain (loss) on securities
available for sale, net of applicable deferred
income taxes of $110,000 -- 170
-------- -------------
Balances at December 31, 1997 $ (1,201) $ 22,340
======== =============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 6
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Amended
Consolidated Statements of Cash Flows
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
December 31,
--------------------
1997 1996
------- -------
(Unaudited)
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 295 $ 412
Adjustments to reconcile net income to net cash provided (used)
by operating activities:
Provision for depreciation 7 8
Provision for loan losses 11 11
Amortization of premiums, discounts and fees - net (41) (40)
ESOP expenses 55 25
Increase (decrease) in income taxes payable (18) 19
Provision for (reduction of) deferred income taxes (6) (6)
(Increase) decrease in interest receivable 50 20
Net increase (decrease) in accrued/other liabilities 51 28
Net (increase) decrease in prepaid expense and
other assets 14 (15)
Loss (gain) on investments 1 (2)
------- -------
Net cash provided (used) by operating activities 419 460
Cash Flows from Investing Activities:
Purchases of Federal Home Loan Bank stock -- --
Proceeds from sale of Federal Home Loan Bank stock -- --
Proceeds from sale/maturities of investment securities
held to maturity 199 6,000
Purchase of investment securities held to maturity -- (1,000)
Proceeds from sale/maturities of investment securities
available for sale 4,423 3,652
Purchase of investment securities available for sale (2,902) (4,210)
Net (increase) decrease in loans 161 (2,131)
Principal payments collected on mortgage-backed
securities 209 66
Purchase of fixed assets (3) (20)
Investment in real estate in judgment -- --
Proceeds from real estate in judgment -- --
------- -------
Net cash provided (used) by investing activities 2,087 2,357
Cash Flows from Financing Activities:
Repayments of short-term borrowing -- --
Proceeds from short-term borrowing -- 2,000
Proceeds from securities sold under repurchase agreements -- 3,990
Payments on securities sold under repurchase agreements (2,008) (1,990)
Increase (decrease) in deposit accounts 79 (273)
Payment of cash dividend -- (7,317)
Purchase of treasury stock (1,146) (283)
------- -------
Net cash provided (used) by financing activities (3,075) (3,873)
------- -------
Increase (decrease) in cash and cash equivalents (569) (1,056)
Cash and Cash Equivalents at beginning of period 3,048 4,055
------- -------
Cash and Cash Equivalents at end of period $ 2,479 $ 2,999
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 7
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Amended
Consolidated Statements of Cash Flows
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
December 31,
----------------
1997 1996
------ -----
(Unaudited)
<S> <C> <C>
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest on deposit accounts $ 54 $ 57
Income taxes 218 241
Interest on borrowings 155 --
Noncash investing activities:
Loans transferred to foreclosed properties and real
estate in judgment -- --
Total increase in unrealized gain on securities available
for sale 282 248
Investments transferred to available-for-sale from
held-to-maturity, at cost 3,818 --
</TABLE>
Accounting Policies Note: Cash equivalents include demand
deposits at other financial
institutions and the Federal Home
Loan Bank.
See accompanying notes to consolidated financial statements.
5
<PAGE> 8
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Amended
Notes to Consolidated Financial Statements
(UNAUDITED)
1 The information contained in the accompanying consolidated financial
statements is unaudited. In the opinion of management, the financial
statements contain all adjustments (none of which were other than normal
recurring entries) necessary for a fair statement of the results of
operations for the interim periods. The results of operations for the
interim periods are not necessarily indicative of the results which may be
expected for the entire fiscal year. The accompanying consolidated
financial statements should be read in conjunction with the consolidated
financial statements for the year ended June 30, 1997 contained in the
Annual Report to stockholders and as an exhibit filed with Form 10-KSB.
2 The Company continued its stock repurchase program and open-market purchase
program under approval of the FDIC of up to a total of 8% of the common
stock issued by the Company. During the quarter ended December 31, 1997,
the Company repurchased 83,800 shares of common stock at an average price
of $8.673 per share.
3 In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings Per Share" (SFAS No. 128). SFAS 128 simplifies the
standards for computing earnings per share and makes the calculation
comparable to international standards. SFAS 128 replaces primary earnings
per share with a presentation of basic earnings per share. It also requires
dual presentation of basic and diluted earnings per share and a
reconciliation of basic to diluted earnings per share.
Basic earnings per share is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding
for the period. Diluted earnings per share reflects the potential dilution
that could occur if securities or other contracts to issue common stock
were exercised into common stock or resulted in the issuance of common
stock that then shared in the earnings of the Company.
SFAS 128 is effective for financial statements issued for periods ending
after December 15, 1997, and requires restatement of all prior earnings per
share data.
The following reconciles amounts reported in the financial statements:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, 1997 December 31, 1997
----------------------------------------- ------------------------------------------
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
------------ ------------- ---------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Income available to
Common Shareholders:
Basic earnings per share $ 129,000 2,387,977 0.05 $ 295,000 2,416,833 0.12
Effect of diluted securities
Options -- 11,954 -- 11,954
----------- -------------- ----------- -------------
Income available to
Common Shareholders:
Diluted earnings per share $ 129,000 2,399,931 0.05 $ 295,000 2,428,787 0.12
=========== ============== ============ =========== ============= ============
</TABLE>
Basic and diluted earnings per share are the same for the three months and six
months ended December 31, 1996. Weighted-average shares outstanding for the
three months and six months ended December 31,1996 were 2,442,163 and 2,454,203
respectively.
6
<PAGE> 9
4 During the quarter ended September 30, 1997, the Company transferred its
investments from its held-to-maturity portfolio to its available-for-sale
portfolio. This was done as the result of the sale, from its
held-to-maturity portfolio, of a $200,000 REMIC, on which a $1,375 realized
loss was incurred, whose nature and volatility was inconsistent with the
Company's conservative investment objectives. The remaining investments in
the held-to-maturity portfolio transferred to the available-for-sale
portfolio had an amortized cost of $3.8 million and resulted in an
unrealized gain of $48,000.
7
<PAGE> 10
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Amended
Management's Discussion and Analysis of
Financial Condition and Results of Operations
General
Reliance Bancshares, Inc. (Company) has no significant assets other than common
stock of Reliance Savings Bank (Bank), cash and cash equivalents, securities and
the loan to the ESOP. The Company's principal business is the business of the
Bank. Therefore, the information in the Management's Discussion and Analysis of
Financial Condition and Results of Operations relates to the Bank and its
operations.
Certain statements in this report which relate to the Company's plans,
objectives or future performance, may be deemed to be forward-looking statements
within the meaning of the Private Securities Litigation Act of 1996. Such
forward-looking statements includes words and phrases such as "will likely
result", "are expected to", "will continue", "is anticipated", "estimate",
"project", or similar expressions and various other statements contained herein.
Such statements are based on management's current expectations. Actual
strategies and results in future periods may differ materially from those
currently expected because of various risks and uncertainties. Additional
discussion of factors affecting the Company's business and prospects is
contained in periodic filings with the Securities and Exchange Commission.
Lending Activities
The Bank originates first mortgage loans secured by one-to-four family
owner-occupied residences and residential construction loans within the Bank's
primary lending area. All of the Bank's first mortgage loans are originated for
the Bank's own loan portfolio. The Bank originated $3,792,000 mortgage loans at
an average rate of 8.73% during the six months ended December 31, 1997 compared
to $5,877,000 at an average rate of 8.67% during the six months ended December
31, 1996.
The Bank had $1,640,000 in commitments outstanding to originate mortgage loans
at December 31, 1997.
Liquidity and Capital Resources
The Bank's principal sources of funds are cash receipts from deposits, principal
collections on loans and mortgage-backed and related securities, proceeds from
maturities of securities, and net earnings. The Bank has an agreement with the
Federal Home Loan Bank to provide cash advances, should the need for additional
funds be required. The financial institution industry historically has accepted
interest rate risk as a part of its operating philosophy. The Bank continues to
actively manage its interest rate risk, with strategies such as originating
mortgage loans which permit adjustment to the interest rate annually after an
initial fixed-rate term of three years in order to reduce inherent interest rate
risk.
The Bank is required to maintain minimum amounts of capital to total
"risk-weighted" assets, as defined by the banking regulators. At December 31,
1997, the Bank is required to have a minimum 3% Tier 1 capital to total assets
ratio, a minimum 4% Tier 1 capital to risk-weighted assets ratio and a minimum
8% of qualifying total capital to risk-weighted assets ratio. The Bank's actual
ratios at that date were 46.47%, 67.46% and 70.12%, respectively.
Wisconsin-
8
<PAGE> 11
chartered savings banks are also required to maintain a minimum capital to
assets ratio of 6%. The Bank's capital exceeds all minimum standards required by
federal and state regulations.
For regulatory purposes, liquidity is measured as a ratio of cash and certain
investments to withdrawable deposits and short-term borrowings. The minimum
level of liquidity required by regulation is 8%. The Bank's liquidity ratio was
over 75% at December 31, 1997.
Financial Condition
Total assets decreased $2,420,000 to $44,589,000 at December 31, 1997 from
$47,009,000 at June 30, 1997. Investment securities decreased $1,763,000 to
$12,907,000 at December 31, 1997 from $14,670,000 at June 30, 1997,
mortgage-backed securities decreased $164,000 to $521,000 at December 31, 1997
from $685,000 at June 30, 1997, certificates of deposit increased $289,000 to
$583,000 at December 31, 1997 from $294,000 at June 30, 1997 and cash and cash
equivalent deposits decreased $569,000 to $2,479,000 at December 31, 1997 from
$3,048,000 at June 30, 1997. Loans receivable decreased $145,000 to $27,456,000
at December 31, 1997 from $27,601,000 at June 30, 1997. The net decrease in
these items was offset by the $2,008,000 decrease in borrowed funds to
$4,000,000 at December 31, 1997 from $6,008,000 at June 30, 1997.
Proceeds from the sale and maturity of securities were also used to fund loans
and purchase securities. An unrealized gain on securities available for sale,
net of tax effect, of $660,000 has been recognized as a component of
stockholders' equity at December 31, 1997. Stockholders' equity is expected to
increase or decrease in the future to the extent, net of income tax effect, that
the market value of securities held for sale increase or decrease.
Accrued interest on loans and securities decreased and accrued interest on
certificates of deposit decreased due to timing of interest receipts and
interest payments. Other assets and income taxes payable fluctuated due to
timing of corporate income tax payments.
The Year 2000 Issue concerns a problem resulting from computer programs being
written using two digits rather than four digits to define the applicable year.
Any of the Company's software programs, or software programs used by its
third-party providers, that are date-sensitive may recognize a date using "00"
as the year 1900 rather than the year 2000. If not corrected, this problem could
cause a major system failure or miscalculations and represent a material cost to
the Company. Reliance Savings Bank has developed a Year 2000 Compliance Plan and
has conducted a review of its computer systems and its third-party systems
identifying those that could be affected by the Year 2000 Issue. The Company
believes that, with modifications to existing software used by the Company and
by its third-party providers, the Year 2000 problem will not pose significant
operational problems for the Company. The Company does not anticipate costs to
remedy the Year 2000 issue will have a material impact on the financial
condition of the Company.
Net Earnings
The Company had net earnings of $295,000 for the six months ended December 31,
1997 compared to net earnings of $412,000 for the six months ended December 31,
1996. The primary reason for the decrease in net earnings was due to decreased
interest income on investment securities partially offset by increased interest
income on loans; and, increased interest expense on borrowings. Net earnings for
the 1997 period was also affected by higher compensation and benefits and
professional services partially offset by lower federal insurance premiums.
9
<PAGE> 12
Net earnings decreased $124,000 to $129,000 for the three months ended December
31, 1997 compared to $253,000 for the three months ended December 31, 1996. The
primary reason for the decrease was due to decreased interest income on
investment securities partially offset by increased interest income on loans;
and, increased interest expense on borrowings accompanied by higher compensation
and benefits and professional services.
Net Interest Income
Net interest income decreased from $1,233,000 for the six months ended December
31, 1996 to $1,065,000 for the six months ended December 31, 1997. Net interest
income decreased from $633,000 for the three months ended December 31, 1996 to
$530,000 for the three months ended December 31, 1997. The decrease in net
interest income was due to increased interest expense on borrowings partially
offset by increased interest income on loans and decreased interest income on
investment securities. Interest income on loans increased as a result of a
higher portfolio average balance while interest income on investment securities
decreased as a result of a lower portfolio average balance. Interest expense on
borrowings increased due to a higher average balance of borrowings. The decrease
in the investment portfolio and the increase in borrowings is primarily the
result of the capital distribution of approximately $7.3 million in November
1996.
Provision for Loan Losses
Provision for loan losses is based upon management's consideration of economic
conditions which may affect the ability of borrowers to repay the loans.
Management also reviews individual loans for which full collectibility may not
be reasonably assured and considers, among other matters, the risks inherent in
the Bank's portfolio and the estimated fair value of the underlying collateral.
This evaluation is ongoing and results in variations in the Bank's provision for
loan losses. There were no nonperforming loans at December 31, 1997 and 1996
respectively. As a result of this evaluation, the Bank's provision for loan
losses for the six months ended December 31, 1997 and 1996 amounted to $11,000.
The Bank's provision for loan losses for the three months ended December 31,
1997 and 1996 amounted to $5,000 and $6,000 respectively.
Noninterest Income
Noninterest income increased from $8,000 for the six months ended December 31,
1996 to $14,000 for the six months ended December 31, 1997 and noninterest
income increased from $5,000 for the three months ended December 31, 1996 to
$16,000 for the three months ended December 31, 1997 as the result of an
increase in broker fees.
Noninterest Expense
Noninterest expense increased from $575,000 for the six months ended December
31, 1996 to $590,000 for the six months ended December 31, 1997. Compensation
and benefits increased from $207,000 for the six months ended December 31, 1996
to $326,000 for the six months ended December 31, 1997 due to the implementation
of the ESOP and the Management Retention Plan. Fees for professional services
increased from $57,000 for the six months ended December 31, 1996 to $95,000 for
the six months ended December 31, 1997 due to legal fees for services rendered
in connection with periodic security filings. Federal insurance premiums
decreased from $157,000 for the six months ended December 31, 1996 to $6,000 for
the six months ended December 31, 1997 as the result of the special one-time
industry-wide assessment charged in 1996 by the Federal Deposit Insurance
Corporation (FDIC) to recapitalize the Savings Association Insurance Fund
(SAIF).
10
<PAGE> 13
Noninterest expense increased from $229,000 for the three months ended December
31, 1996 to $341,000 for the three months ended December 31, 1997. The primary
reason for the increase was due to an increase in compensation and benefits
associated with the ESOP and Management Retention Plan and an increase in
professional services.
Income Taxes
Income taxes fluctuated due to the level of pre-tax earnings.
11
<PAGE> 14
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Amended
PART II - Other Information
Item 1 - Legal Proceedings
There are no material legal proceedings to which the Holding Company or
the Bank is a party or of which any of their property is subject. From
time to time, the Bank is a party to various legal proceedings incident
to its business.
Item 2 - Changes in Securities
None.
Item 3 - Defaults upon Senior Securities
Not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders held October 21,1997, Mr. John T.
Lynch was elected to a three year term as director. Shareholders also
voted to ratify the appointment of Schenck & Associates, S.C. (the
successor to Meier, Clancy, George & Co. LLP following the merger of
Meier, Clancy, George & Co. LLP with and into Schenck & Associates, S.C.)
as independent auditors of the Company for the fiscal year ending June
30, 1998.
At the Annual Meeting of Shareholders, there were:
a) 2,499,401 votes eligible to be cast,
b) 1,902,981 votes cast for and 270,458 votes withheld from the
election of Mr. Lynch,
c) 1,917,672 votes cast for, 207,962 votes cast against, and 47,805
abstentions related to the ratification of the appointment of
Schenck & Associates, S.C. as the Company's independent auditors.
Item 5 - Other Information
None.
Item 6 - Exhibits and Reports on Form 8-K.
a) Exhibits: None.
b) Reports on Form 8-K: No reports on Form 8-K have been filed during
the quarter for which this report is filed.
12
<PAGE> 15
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RELIANCE BANCSHARES, INC.
(Registrant)
Date: March 26, 1998 BY: /s/
--------------------------------------
Allan T. Bach, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 26, 1998 BY: /s/
--------------------------------------
Carol A. Barnharst, Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
13
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 440
<INT-BEARING-DEPOSITS> 2,039
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 13,428
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 27,456
<ALLOWANCE> 158
<TOTAL-ASSETS> 44,589
<DEPOSITS> 17,675
<SHORT-TERM> 4,000
<LIABILITIES-OTHER> 557
<LONG-TERM> 0
0
0
<COMMON> 2,562
<OTHER-SE> 19,778
<TOTAL-LIABILITIES-AND-EQUITY> 44,589
<INTEREST-LOAN> 1,197
<INTEREST-INVEST> 496
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 1,693
<INTEREST-DEPOSIT> 462
<INTEREST-EXPENSE> 617
<INTEREST-INCOME-NET> 1,076
<LOAN-LOSSES> 11
<SECURITIES-GAINS> (1)
<EXPENSE-OTHER> 590
<INCOME-PRETAX> 489
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 295
<EPS-PRIMARY> .12
<EPS-DILUTED> .12
<YIELD-ACTUAL> 2.08
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 148
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 158
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 158
</TABLE>
