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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission file number 0-25079
MICHIGAN COMMUNITY BANCORP LIMITED
(Name of small business issuer in its charter)
Michigan 38-3390193
(State of Incorporation) I.R.S. Employer Identification
43850 Schoenherr Road
Sterling Heights, MI 48313
(Address of principal executive offices)
(810) 532-8000
(Registrant's Telephone Number)
-----------------
Securities registered under Section 12(g) of the Exchange Act:
Title of each class Name of each exchange on which registered
Common Stock, no par value OTC Bulletin Board
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Under the securities laws of the United States, MCB's directors,
executive officers, and any persons holding more than 10% of the outstanding MCB
Common Stock are required to report their ownership of MCB Common Stock and any
changes in that ownership on a timely basis to the Securities and Exchange
Commission. Based on information provided to MCB, all such required reports were
filed on a timely basis in 1998.
ITEM 10. EXECUTIVE COMPENSATION
The table below shows the compensation paid to David A. McKinnon, Chief
Executive Officer and President of MCB during 1998. MCB was incorporated on
January 28, 1998. Mr. McKinnon did not begin to receive a salary until August
1998. No other executive officer of MCB received compensation in 1998 of more
than $100,000.
<TABLE>
<CAPTION>
Long-Term
Compensation All
Name Awards Securities Other
Principal Position Salary Bonus Other Underlying Options Compensation
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David A. McKinnon $11,538 -- -- 6,667 --
President and
Chief Executive Officer
</TABLE>
OPTIONS GRANTED DURING 1998
<TABLE>
<CAPTION>
% OF TOTAL OPTIONS POTENTIAL REALIZABLE VALUE AT
NUMBER OF SECURITIES GRANTED TO STATED APPRECIATION RATES
FOR
OPTION TERM
UNDERLYING OPTION EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
---- ------- ----------- ------ ---- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
David A. McKinnon 6,667 45% $15.00 5/18/08 $55,136 $135,801
</TABLE>
OPTIONS EXERCISED DURING 1998
None
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
DIRECTOR AND EXECUTIVE OFFICER OWNERSHIP
OF MCB COMMON STOCK
This table indicates how much common stock the executive officers and
directors beneficially owned as of March 31, 1999. In general, "beneficial
ownership" includes those shares a director or executive officer has the power
to vote, or the power to transfer, and stock options that are exercisable
currently or become exercisable within 60 days. Except as otherwise noted, the
persons named in the table below have sole investment power with respect to all
shares shown as beneficially owned by them.
<TABLE>
<CAPTION>
NAME SHARES OF COMMON STOCK OPTIONS EXERCISABLE PERCENT OF
BENEFICIALLY OWNED WITHIN 60 DAYS OUTSTANDING SHARES
------------------ -------------- ------------------
<S> <C> <C> <C>
David A. McKinnon 22,750 4,667 4.1%
Paul E. Baltzer, Jr. 6,417 2,333 1.3%
Phillip T. Hernandez 3,083 2,333 *
Joseph S. Lentine 4,933 2,333 1.0%
John W. Melstrom 3,333 2,333 *
Robert P. Peleman 24,359 2,333 4.0%
Russell M. Shelton 3,433 2,333 *
David F. Shellenbarger 8,750 2,333 1.6%
Gerald A. Tarquinio 2,000 2,333 *
Frank D. Blowers 30,750 2,800 4.6%
Anthony J. Ferlito 16,783 0 2.5%
William Sumner 3,333 0 *
Directors and Executive
Officers as a group (12
persons) 107,174 26,131 19.3%
</TABLE>
* Less than 1% of MCB's outstanding shares of common stock
PERSONS OWNING MORE THAN FIVE PERCENT
OF OUTSTANDING MCB COMMON STOCK
This table lists those persons known to us to hold more than five
percent of our outstanding common stock as of March 30, 1999.
<TABLE>
<CAPTION>
NAME AND NUMBER OF SHARES PERCENT OF OUTSTANDING
ADDRESS BENEFICIALLY OWNED SHARES
------- ------------------ ------
<S> <C> <C>
Fifth/Third Bank 76,485 11.50%
</TABLE>
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During 1998, MCB utilized the legal services of David A. McKinnon.
Total legal fees paid to Mr. McKinnon were approximately $81,000. Additionally,
MCB purchased office furniture and equipment from Mr. McKinnon for $6,000.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
EXHIBIT NUMBER EXHIBIT DESCRIPTION
3.1 Restated Articles of Incorporation as amended to date
(previously filed as Exhibit No. 3.1 to MCB's
Registration Statement on Form SB-2, File No. 333-17317,
and incorporated herein by reference).
3.2 Bylaws (previously filed as Exhibit No. 3.1 to MCB's
Registration Statement on Form SB-2, File No. 333-17317,
and incorporated herein by reference).
10.5 1998 Non-Employee Director Stock Option Plan (previously
filed as Exhibit 10.5 to MCB's Registration Statement on
Form SB-2, File No. 333-17317, and incorporated herein by
reference).
10.6 1998 Employee Stock Option Plan (previously filed as
Exhibit 10.6 to MCB's Registration Statement on Form
SB-2, File No. 333-17317, and incorporated herein by
reference).
11 Statement re: Computation of Per Share Earnings
(previously filed as Exhibit 11 to MCB's Annual Report on
Form 10-K filed with the Commission on March 31, 1999 and
incorporated herein by reference).
22 Subsidiaries of MCB (previously filed as Exhibit 22 to
MCB's Registration Statement on Form SB-2, File No.
333-17317, and incorporated herein by reference).
27 Financial Data Schedule (EDGAR filing only, previously
filed as Exhibit 27 to MCB's Annual Report Form 10-K
filed with the Commission on March 31, 1999 and
incorporated herein by reference ).
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(b) Reports on Form 8-K
MCB has not filed any reports on Form 8-K during the last quarter of
the period covered by this Report.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this amended report to be signed on its
behalf by the undersigned, thereunto duly authorized on April 30, 1999.
MICHIGAN COMMUNITY BANCORP LIMITED
By: /s/David A. McKinnon
----------------------------------
David A. McKinnon, Chairman and Chief Executive Officer
In accordance with the Securities Exchange Act of 1934, this amended
report has been signed by the following persons on behalf of MCB in the
capacities indicated on April 30, 1999.
Signature Capacity
- --------- --------
/s/ David A. McKinnon Chairman, Chief Executive Officer and Director
- ------------------------- (Principal Executive and Operating Officer)
David A. McKinnon
/s/ William L. Carley Chief Financial Officer
- ------------------------- (Principal Accounting Officer)
William L. Carley
/s/ Paul E. Baltzer Director
- -------------------------
Paul E. Baltzer
/s/ Frank D. Blowers Director
- -------------------------
Frank D. Blowers
/s/ Anthony J. Ferlito Director
- -------------------------
Anthony J. Ferlito
/s/ Phillip T. Hernandez Director
- -------------------------
Phillip T. Hernandez
/s/ Joseph S. Lentine Director
- -------------------------
Joseph S. Lentine
/s/ John W. Melstrom Director
- -------------------------
John W. Melstrom
/s/ Robert R. Peleman Director
- -------------------------
Robert R. Peleman
/s/ Russell M. Shelton Director
- ------------------------
Russell M. Shelton
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/s/ David F. Shellenbarger Director
- -------------------------
David F. Shellenbarger
/s/ William Sumner Director
- -------------------------
William Sumner
/s/ Gerald A. Tarquinio Director
- -------------------------
Gerald A. Tarquinio
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