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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ______________________
Commission File Number 000-24255
GLB BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Ohio 31-1529973
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation of Organization)
7001 Center Street, Mentor, Ohio 44060
(Address of Principal Executive Offices) (Zip Code)
(440) 974-0000
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities 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
requirements for the past 90 days.
YES [ X ] NO [ ]
As of June 30, 1999, there were 2,133,906 shares of the Registrant's Common
Stock outstanding.
Transitional Small Business Disclosure Format Yes____No__X__
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GLB BANCORP, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Part I. Financial Information Page
<S> <C> <C>
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition as of 3
June 30, 1999 (unaudited), December 31, 1998, and June 30, 1998
(unaudited)
Consolidated Statements of Earnings for the three months ended 4
June 30, 1999 (unaudited) and June 30, 1998 (unaudited) and the
six months ended June 30, 1999 (unaudited) and June 30, 1998
(unaudited)
Consolidated Statements of Cash Flows for the six months ended 5
June 30, 1999 (unaudited) and June 30, 1998 (unaudited)
Notes to Consolidated Financial Statements (unaudited) 6
<CAPTION>
Item 2. Management's Discussion and Analysis of Financial Condition 7
and Results of Operations
Part II. Other Information 11
Signatures 12
</TABLE>
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GLB BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
June 30, 1999 Dec. 31, 1998 June 30, 1998
Assets (unaudited) (unaudited)
<S> <C> <C> <C>
Cash and due from banks $ 6,789,363 $ 3,606,939 $ 2,918,168
Federal Funds sold 22,548,160 30,534,573 25,993,000
Total Cash and Cash Equivalents 29,337,523 34,141,512 28,911,168
Securities Available for Sale 3,207,719 2,802,711 116,150
Securities Held to Maturity 2,004,384 2,007,742 1,016,007
Loans, net of allowance for loan losses 74,675,723 60,330,461 55,112,208
Stock in Federal Home Loan Bank of Cincinnati, 533,500 459,000 443,100
Premises and equipment, net 3,108,350 2,704,255 2,848,277
Intangibles, net 708,394 692,024 526,243
Other assets 934,859 730,308 455,069
Total Assets $114,510,452 $103,868,013 $ 89,428,222
Liabilities and Shareholders' Equity
Liabilities
Non-interest bearing demand deposits $ 16,193,021 $ 12,886,078 $ 9,845,932
Interest bearing demand deposits 8,815,192 7,154,389 4,926,537
Savings accounts 38,047,033 35,144,171 30,007,694
Certificates 14,898,776 13,470,488 11,659,432
Total Deposits 77,954,022 68,655,126 56,439,595
Advances from the Federal Home Loan Bank 10,500,000 9,000,000 7,500,000
Accrued expenses and other liabilities 631,106 781,235 473,716
Total Liabilities 89,085,128 78,436,361 64,413,311
Shareholders' Equity
Common Stock, no par value,
10,000,000 shares authorized;
2,133,906 shares issued and outstanding 5,334,765 5,334,765 5,334,765
Additional Paid-In Capital 19,152,715 19,152,715 19,180,304
Accumulated Other Comprehensive Income (Loss) (220,186) 7,192 4,188
Retained Earnings 1,158,030 936,980 495,654
Total Shareholders' Equity 25,425,324 25,431,652 25,014,911
Total Liabilities and Shareholders' Equity $114,510,452 $103,868,013 $ 89,428,222
</TABLE>
See accompanying notes to financial statements.
3
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GLB BANCORP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Interest Income:
Loans $1,497,502 $1,169,518 $2,824,100 $2,310,358
Federal funds sold 257,622 219,249 553,758 300,282
Securities 59,172 22,663 115,394 45,687
Total Interest Income 1,814,296 1,411,430 3,493,252 2,656,327
Interest Expense:
Deposits 572,703 461,219 1,117,340 913,743
Borrowings 143,047 126,839 269,454 252,284
Total Interest Expense 715,750 588,058 1,386,794 1,166,027
Net Interest Income 1,098,546 823,372 2,106,458 1,490,300
Provision for loan losses 39,000 30,000 69,000 60,000
Net Interest Income After Provision 1,059,546 793,372 2,037,458 1,430,300
Non-Interest Income:
Service charges on demand deposits 48,907 42,540 92,706 76,448
Loan fees 64,058 38,776 113,576 74,884
Other service charges and fees 44,409 37,420 78,320 70,632
Gain on sale of loans 16,042 34,759 24,888 87,150
Total Non-Interest Income 173,416 153,495 309,490 309,114
Non-Interest Expense:
Compensation and related benefits 450,562 354,660 886,065 658,261
Office occupancy and equipment, net 186,613 123,269 355,457 235,619
Professional fees 37,626 64,483 64,628 104,023
Advertising 23,028 16,747 48,950 32,105
Amortization of intangibles 25,024 20,617 49,188 47,796
Ohio franchise tax 38,250 22,545 76,262 47,979
Data processing 45,084 34,538 85,317 69,328
Office supplies and printing 48,241 29,314 77,397 46,047
FDIC deposit insurance 1,949 1,568 3,680 3,055
Outside Services 37,298 21,250 68,656 38,023
Credit Card processing 19,173 11,387 32,963 21,545
Year 2000 expenses 11,945 0 17,499 0
Acquisition expenses 158,894 0 158,894 0
Other operating expense 32,840 36,121 69,589 56,443
Total Non-Interest Expense 1,116,527 736,499 1,994,545 1,360,224
Income Before Income Tax Expense 116,435 210,368 352,403 379,190
Income Tax Expense 45,010 82,412 131,353 148,252
Net Income $ 71,425 $ 127,956 $ 221,050 $ 230,938
Earnings per share basic and diluted $ 0.03 $ 0.10 $ 0.10 $ 0.25
</TABLE>
See accompanying notes to financial statements
4
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GLB BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net income $ 221,050 $ 230,938
Adjustments required to reconcile net income to net
cash provided by operating activities:
Amortization of intangibles 49,189 47,796
Depreciation 126,047 92,124
Premium amortization and discount accretion, net 3,358 2,400
Net deferred loan origination fees 25,210 39,088
Origination of loans held for sale (3,965,951) (4,753,317)
Proceeds from sale of loans held for sale 3,949,129 4,777,824
Gain on sale of loans (24,888) (87,150)
Provision for loan losses 69,000 60,000
Origination of mortgage servicing rights (65,559) (42,116)
(Increase) decrease in other assets (204,551) 27,036
(Decrease) in accrued expenses and other liabilities (27,862) (217,162)
Net cash provided by operating activities: 154,172 177,461
Cash flows from investing activities:
Purchases of securities available for sale (754,653) (111,962)
Purchases of securities held to maturity 0 (1,003,295)
Maturities and payments of securities held to maturity 0 1,600,000
Purchase of FHLB stock (74,500) (15,400)
Origination of loans, net of principal collected (14,397,762) (2,047,013)
Purchases of premises and equipment (530,142) (294,471)
Net cash used in investing activities: (15,757,057) (1,872,141)
Cash flows from financing activities:
Net proceeds from issuance of common stock 0 18,351,572
Net increase in deposits 9,298,896 4,427,679
Proceeds from FHLB advances 1,500,000 0
Net cash provided by financing activities 10,798,896 22,779,251
Net increase (decrease) in cash and cash equivalents (4,803,989) 21,084,571
Cash and cash equivalents at beginning of period 34,141,512 7,826,597
Cash and cash equivalents at end of period $ 29,337,523 $ 28,911,168
Supplemental disclosure of cash flow information
Interest paid $ 1,378,872 $ 1,167,649
Income taxes paid $ 201,000 $ 330,604
Supplemental disclosure of non-cash financing activities
Issuance of common stock in exchange for property $ 0 $ 250,000
</TABLE>
See accompanying notes to financial statements
5
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GLB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. BASIS OF PRESENTATION
GLB Bancorp, Inc. is a one-bank holding company that owns all of the outstanding
common stock of Great Lakes Bank (the Bank). The Corporation, a consolidation of
the holding company and the bank, was incorporated under Ohio law in March 1997
with the reorganization of the Bank completed in September 1997.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with instructions to Form 10-QSB. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. However, such information reflects
all adjustments (consisting solely of normal recurring adjustments) which are,
in the opinion of management, necessary for a fair statement of results for the
interim periods.
The results of operations and cash flows reported for the period ended June 30,
1999 are not necessarily indicative of the results to be expected for the year
ending December 31, 1999. The unaudited consolidated financial statements and
notes included herein should be read in conjunction with the audited
consolidated financial statements and notes for the year ended December 31,
1998, contained in the Corporation's 1998 Annual Report and the Corporation's
form 10-KSB filed for December 31, 1998.
Note 2. EARNINGS PER SHARE
Earnings per share was computed based on 2,133,906 and 1,253,906 weighted
average number of shares outstanding for the three months ended June 30, 1999
and 1998, respectively, and 2,133,906 and 935,006 weighted average shares for
the six months ended June 30, 1999 and 1998, respectively. There was no dilutive
effect of incentive stock options.
Note 3. COMPREHENSIVE INCOME
The Corporation's comprehensive income for the three months and six months ended
June 30, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
For the three months ended June 30,
1999 1998
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<S> <C> <C>
Net Income $ 71,425 $ 127,956
Other comprehensive income:
Change in unrealized gain on securities
available for sale, net of tax (100,273) 4,188
-------- --------
Comprehensive income ($ 28,848) $ 132,144
For the six months ended June 30,
1999 1998
------ ------
Net Income $ 221,050 $ 230,938
Other comprehensive income:
Change in unrealized gain on securities
available for sale, net of tax (227,378) 4,188
-------- ---------
Comprehensive income ($ 6,328) $ 235,126
</TABLE>
6
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GLB BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
FORWARD-LOOKING STATEMENTS
This report may contain certain "forward-looking statements". The Corporation
desires to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 with respect to all forward-looking
statements. The words "believe", "expect", "anticipate", "estimate",
"project", and similar expressions are intended to identify forward-looking
statements. The Corporation's ability to predict the results or effect of
future plans is inherently uncertain. Factors which could affect actual
results include interest rate trends, the economic climate in the
Corporation's market area and the country, loan delinqency rates, and changes
in federal and state regulations. These factors should be considered in
evaluating forward-looking statements and undue reliance should not be placed
on such statements.
ACQUISITION
On November 24, 1998, GLB Bancorp, Inc. and Maple Leaf Financial, Inc. (Maple
Leaf) signed an Agreement of Affiliation and Plan of Merger, which was later
amended on December 29, 1998. The Agreement stated that GLB Bancorp was to be
the acquirer with the anticipated effective date to be sometime in the second
quarter of 1999. Prior to the deadline for regulatory approval, the State of
Ohio declined the application. Shortly thereafter, GLB Bancorp, Inc. and
Maple Leaf Financial, Inc. Board of Directors mutually agreed to end the
Agreement of Affiliation and Plan of Merger.
STATEMENTS OF FINANCIAL CONDITION
The Corporation's total assets were $114,510,452 at June 30, 1999, compared
to $103,868,013 at December 31, 1998, an increase of 10.2%. The increase was
the result of loans increasing 23.8% for the six month period funded by
deposits which increased 13.5% ,an additional advance, and federal funds.
LIQUIDITY
The maintenance of an adequate level of liquidity is necessary to ensure
sufficient funds are available to meet customer loan demand, deposit
withdrawals, and expenses. The primary sources of funds are deposits,
principal and interest payments on loans, proceeds of loan sales, federal
funds, and FHLB borrowings and other correspondent banking arrangements.
Additionally, the Corporation recognizes that the Year 2000 situation may
present unique challenges to liquidity resources. The Corporation is
conducting a monthly assessment of projected liquidity needs and available
liquidity resources. The Corporation feels it has adequate resources to fund
it's required commitments as of June 30, 1999 and during the Year 2000 event
period.
CAPITAL RESOURCES
Shareholders' equity was $25,425,324 at June 30, 1999 and $25,431,652 at
December 31, 1998. Net income for the six months ended June 30, 1999 of
$221,050 was offset by the change in unrealized losses on securities
available for sale of $227,378, net of taxes, recorded as a component of
accumulated other comprehensive income.
RESULTS OF OPERATIONS
Net Income: The Corporation had net income of $71,425 for the three months
ended June 30, 1999, compared to $127,956 for the three months ended June 30,
1998, a decrease of 44.2% . The Corporation had net income of $221,050 for
the six months ended June 30, 1999, compared to $230,938 for the six months
ended June 30, 1998, a decrease of 4.3%. This decrease was due to the
termination of the Maple Leaf Acquisition and the recognition of the
acquisition expenses being deferred. Return on average assets (ROA) for the
six months ended June 30, 1999 was 0.42%, compared to 0.61% for the six
months ended June 30, 1998. Return on average equity (ROE) for the six months
ended June 30, 1999 was 1.73%, compared to 4.36% for the six months ended
June 30,1998. The decrease from period to period in ROE was due to expensing
the acquisition costs. Overall, ROA and ROE are below peer. This is an
anticipated result until the profits of the Corporation begin to catch up to
its growth. The Corporation has continually opened new branches, in
particular two in this year, which in the short term create additional costs,
such as compensation, equipment and facility expenses.
7
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Interest Income: Interest income was $1,814,296 for the three months ended
June 30,1999, compared to $1,411,430 for the three months ended June 30,
1998, an increase of 28.5%. Interest income for the six months ended June 30,
1999 was $3,493,252 compared to $2,656,327 for the six months ended June 30,
1998, an increase of 31.5%. These increases were due primarily to the
increase in federal fund balances from the proceeds of the stock sale which
occurred in May 1998 and additional loan volume.
Interest Expense: Interest expense was $715,750 for the three months ended
June 30, 1999, compared to $588,058 for the three months ended June 30, 1998,
an increase of 21.7%. Interest expense for the six months ended June 30, 1999
was $1,386,794 compared to $1,166,027 for the six months ended June 30, 1998,
an increase of 18.9%. This increase was due primarily to the increase in
average deposit balances and an additional advance.
Provision for Loan Losses: The provision for loan losses is based upon
management's assessment of relevant factors, including types and amounts of
nonperforming loans, historical and anticipated loss experience on such types
of loans, current, and projected economic conditions. The provision for loan
losses was $39,000 for the three months ended June 30, 1999 compared to
$30,000 for the three months ended June 30, 1998. The provision for loan
losses was $69,000 for the six months ended June 30, 1999 compared to $60,000
for the six months ended June 30, 1998. The increase in the provision was
principally a result of increased loan volume since net loan chargeoffs
remain nominal with $3,674 for the three months ended June 30, 1999 and $0
for the three months ended June 30, 1998. Net loan chargeoffs were $5,865 for
the six month period ended June 30, 1998 and $5,000 for the six month period
ended June 30, 1998. Additionally, non-performing assets as a percentage of
total assets were .11% at June 30, 1999 compared to .18% at June 30, 1998.
Non-Interest Income: Non-interest income was $173,416 for the three months
ended June 30, 1999 and $153,495 for the three months ended June 30, 1998, an
increase of 13.0%. Non-interest income was $309,490 for the six months ended
June 30, 1999 and $309,114 for the six months ended June 30, 1998, an
increase of 0.1%. The increase for the three months ended was largely due to
the 65.2% increase in loan fees collected on new loan volume. The slight
change in the six months ended is due to fewer loans being sold in the
secondary market causing a decrease of 71.4% in realized gains on sale of
loans which was offset by the 21.3% increase in service charges in demand
deposit accounts and the 51.7% increase in loan fees collected.
Non-Interest Expense: Non-interest expense was $1,116,527 for the three
months ended June 30, 1999 and $736,499 for the three months ended June 30,
1998, an increase of 51.6%. Non-interest expense was $1,994,545 for the six
months ended June 30, 1999 and $1,360,224 for the six months ended June 30,
1998, an increase of 46.6%. The increase was the result of an increase in
compensation due to increased staff to operate our new branches and annual
merit raises. Non-interest expenses increased due to all of the costs
associated with adding new branches; such as supplies, depreciation,
marketing, and automation of some of the backoffice daily duties.
Additionally, non-interest expenses increased with the expensing of
acquisition costs totalling $158,894 and Year 2000 expenses incurred in this
year.
The effective tax rate for the six months ended June 30,1999 was 37.3%
compared to 39.1% for the six months ended June 30,1998.
ACCOUNTING DEVELOPMENTS
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities" with an effective date for all fiscal
quarters of fiscal years beginning after June 15, 1999, which was amended by
(SFAS) No. 137 which changed the effective date to June 15, 2000. This
Statement establishes accounting and reporting standards for derivative
instruments and for hedging activities. It requires that an entity recognize
derivatives as either assets or liabilities at fair value with gains or
losses determined depending on the intended use of the derivative and it's
resulting designation. This Statement should not be applied retroactively to
prior period fiancial statements. At the present time, the Corporation does
not feel there will be an impact on the Corporation's consolidated financial
statements as a result of the adoption of SFAS No.133, as the Corporation
does not currently engage in derivative activities.
The FASB issued SFAS No. 134, " Accounting for Mortgage-Backed Securities
Retained after Securitization of Mortgage Loans Held for Sale by a Mortgage
Banking Enterprise" in October 1998 and is effective for the first fiscal
quarter beginning after December 15, 1998. This statement amends SFAS No. 65
to require that after the securitization of mortgage loans held for sale, an
entity engaged in mortgage banking activities must classify the resulting
mortgage-backed securities or other retained interests based on its ability
and intent to sell or hold those investments. After the secruitization of a
mortgage loan held for sale, any retained mortgage-backed securities shall be
classified in accordance with the provision of SFAS No. 115. However, a
mortgage banking enterprise must classify as trading any retained
mortgage-backed securities that it commits to sell before or after the
securitization process. The Bank does not currently securitize mortgage loans
and retain the mortgage-backed security. Therefore, there is currently no
impact on the Corporation's consolidated financial statements as a result of
the adoption of SFAS No. 134.
8
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FUTURE DEVELOPMENTS
YEAR 2000: The Corporation is aware of the current concerns throughout the
business community of reliance upon computer software programs that do not
properly recognize the year 2000 in date formats, commonly referred to as the
"Year 2000 Problem". The Corporation utilizes and is dependent upon data
processing systems and software to conduct its business. As with any
business, the Corporation also depends upon other businesses to provide
products and services, both in the area of information technology and other
areas such as security, environmental systems, power and communications. Any
failure to properly prepare for the Year 2000 could create service
disruptions to customers with resulting adverse impacts to the Corporation's
financial condition or results of operations.
This discussion contains some forward looking statements. A forward looking
statement may contain words such as "will continue to be", "will be",
"continues to", "expect to", "anticipates that", "to be", or "can impact".
Management cautions that forward looking statements are subject to risks and
uncertainties that could cause the Corporation's actual results to differ
materially from those projected in forward looking statements.
STATE OF READINESS: The Corporation has established a Year 2000 planning and
implementation process. This process is overseen by a Year 2000 Committee
which includes senior management representation and reports monthly to the
Board of Directors.
An assessment of the Corporation's software, hardware, environmental and
other computer controlled systems has been completed. Mission critical
systems, both information and non information technology related, have been
identified and prioritized and a written testing plan has been completed
providing for the testing of all mission critical systems.
The Corporation initiated the testing of internal mission critical systems
with this testing being substantially completed by December 31, 1998.
The Corporation has contacted all of its third party vendors and software
providers and is requiring them to demonstrate and represent that the
products provided are or will be Year 2000 compliant. This testing of
external mission critical systems provided by third parties was substantially
completed by June 30, 1999.
The Corporation's primary data processing function is undertaken pursuant to
a contract with an electronic data processing firm that services banking
institutions nationwide. The electronic data processing firm has
substantially completed Year 2000 testing and the Corporation has conducted
various tests with the firm to verify the ability to communicate and process
valid transactions. Based upon the results of the testing and ongoing
discussions, the Corporation currently expects that Year 2000 computer
compliance will be achieved principally pursuant to that contract.
The Federal Reserve Bank provides certain services for the Corporation
including electronic funds transfers and check processing. The Federal
Reserve Bank has substantially completed year 2000 testing and the
Corporation has conducted various tests with the Federal Reserve to verify
the ability to communicate and process valid transactions.
The Corporation has also surveyed its largest dollar deposit and loan
customers to assess the risk posed by these parties and to determine their
readiness for Year 2000.
COSTS: The Corporation does not expect costs associated with prevention or
remediation of the Year 2000 Problem to be material. The Corporation's
current estimate of cost related to this issue is $37,000. This figure is
subject to change as we continue the Year 2000 process.
In general, the Corporation does not expect the Year 2000 Problem to
materially affect the Corporation's financial condition or results of
operation.
YEAR 2000 RISKS: The largest general risk to the Corporation concerning Year
2000 is the malfunction of its data processing system. In the event the data
processing system does not function properly, the Corporation is prepared to
perform functions manually. The Corporation expects that there may be
additional risks in the form of temporary and periodic failures in utilities
and communications and liquidity problems caused by large cash withdrawals or
by reductions in balances on deposit.
9
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CONTINGENCY PLANS: The Corporation has developed general contingency plans
for its core business activities and is in the process of refining and
validating these plans. This process was substantially complete by June 30,
1999.
The Corporation is prepared to perform functions manually in the event of
temporary or short term failures in the primary data processing system,
utilities or communications. The Corporation has identified alternative
sources of cash and funds to replace possible withdrawals and is taking steps
to insure customer confidence in the Corporation's ability to meet the Year
2000 challenge through a variety of informational and educational efforts.
The Corporation has completed a Business Resumption Contingency Plan which
provides specific procedures to be followed in the event that one or more
mission critical systems fail. This Plan includes procedures that will allow
the Corporation to continue conducting business in a "manual" or "offline"
basis in the event of temporary or short term failures in the primary data
processing system, utilities, or communications. The Corporation has
completed testing of these "manual" and "offline" procedures at its main
office and all branch offices.
The Corporation recognizes that the Year 2000 situation may present unique
challenges to liquidity and currency resources. The Corporation is actively
involved in a program to insure customer confidence through education and
information. The Corporation is conducting a formal monthly assessment of
Year 2000 liquidity and currency needs and resources and feels it has
adequate resources to meet projected liquidity and currency needs.
10
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GLB BANCORP, INC.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS-Not applicable
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS-Not Applicable
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES- Not Applicable
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 18, 1999, the Company held its Annual Meeting of Shareholders.
Each of the twelve directors were elected to serve as directors until
the 2000 Annual Meeting of Shareholders. **The appointment of these two
directors was contingent upon the completion of the acquisition of
Maple Leaf Financial, Inc.
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<S> <C> <C> <C>
**Howard M. Amster For: 1,889,662 Against:0 Abstain:49,047
Richard T. Flenner Jr. For: 1,890,912 Against:0 Abstain:47,797
James V. Fryan For: 1,891,412 Against:0 Abstain:47,297
George C. Lott For: 1,889,662 Against:0 Abstain:49,047
**Betty L. Kimbrew For: 1,890,912 Against:0 Abstain:47,797
George X. Mechir For: 1,889,912 Against:0 Abstain:48,797
Jerome T. Osborne For: 1,859,555 Against:0 Abstain:79,154
Richard M. Osborne For: 1,859,555 Against:0 Abstain:79,154
Edward R. Pike For: 1,890,412 Against:0 Abstain:48,297
Thomas J. Smith For: 1,889,812 Against:0 Abstain:48,897
Joseph T. Svete For: 1,890,312 Against:0 Abstain:48,397
Thomas E. Wheeler For: 1,890,412 Against:0 Abstain:48,297
Ratification of the selection of KPMG Peat Marwick LLP to serve as the
Company's independent auditors for the fiscal year ending December 31,
1999.
For: 1,914,855 Against:17,900 Abstain:5,954
Broker non-votes were zero.
Total shares equal 2,133,906 with 1,938,709 shares voted and 195,197
shares not-voted.
</TABLE>
ITEM 5 - OTHER INFORMATION-Not Applicable
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-k
Exhibits
27 Financial Data Schedule
No report on Form 8-K was filed during the three months ended
June 30, 1999.
11
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SIGNATURES
In accordance with 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.
GLB BANCORP, INC.
By: /s/ Richard T. Flenner, Jr. Date: AUGUST 12, 1999
--------------------------- ---------------
Richard T. Flenner, Jr., President
Chief Executive Officer and Director
By: /s/ Cheryl J. Mihitsch, Treasurer Date: AUGUST 12, 1999
--------------------------------- ---------------
Cheryl J. Mihitsch
Principal Financial and Accounting Officer
12
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<S> <C>
<PERIOD-TYPE> 6-MOS
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0
0
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