SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from __________ to __________.
Commission File No. 0-26499
Steelton Bancorp, Inc.
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(Exact name of Small Business Issuer as Specified in Its Charter)
Pennsylvania 25-1830745
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(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
51 South Front Street, Steelton, Pennsylvania 17113
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(Address of Principal Executive Offices)
(717) 939-1966
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Issuer's Telephone Number, Including Area Code
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.
YES NO X
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Number of shares of Common Stock outstanding as of June 28, 1999: 0
Transitional Small Business Disclosure Format (check one)
YES NO X
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STEELTON BANCORP, INC.
Contents
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Page(s)
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements...........................................................................3
Item 2. Management's Discussion and Analysis or Plan of Operation......................................3
PART II - OTHER INFORMATION
Item 1. Legal Proceedings..............................................................................8
Item 2. Changes in Securities and Use of Proceeds......................................................8
Item 3. Defaults upon Senior Securities................................................................8
Item 4. Submission of Matters to a Vote of Security Holders............................................8
Item 5. Other Information..............................................................................8
Item 6. Exhibits and Reports on Form 8-K...............................................................8
Signatures..............................................................................................9
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PART I. FINANCIAL INFORMATION
Items 1. and 2.
Steelton Bancorp, Inc. is a Pennsylvania-chartered corporation that was
organized in March 1999 for the purpose of acquiring all of the capital stock
that Mechanics Savings Bank (the "Bank"), will issue upon its conversion from
the mutual to stock form of ownership. The conversion of the Bank from the
mutual to stock form of ownership and simultaneous issuance of shares of common
stock of the registrant, as described in the registration statement filed on
Form SB-2 (File No. 333-74279) with the Securities and Exchange Commission, is
expected to occur after June 30, 1999. Management's discussion and analysis is
not provided due to its extremely limited utility with respect to the financial
statements presented.
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Steelton Bancorp, Inc.
Statements of Financial Condition
(Unaudited)
At March 31, 1999
ASSETS:
Total Assets $ --
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $ --
----------
Stockholders' Equity:
Preferred Stock, $0.10 par value per share,
Authorized - 2,000,000 shares;
Issued and Outstanding - None --
Common Stock, $.10 par value per share,
Authorized - 8,000,000 shares;
Issued and Outstanding - None --
Additional Paid-in Capital $ --
----------
Total Stockholders' Equity $ --
----------
Total Liabilities and Stockholders' Equity $ --
==========
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Steelton Bancorp, Inc.
STATEMENT OF INCOME
For the period beginning January 1, 1999
to March 31, 1999
(Unaudited)
Net Income $ --
=======
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Steelton Bancorp, Inc.
STATEMENT OF CASH FLOWS
For the period beginning January 1, 1999
to March 31, 1999
(Unaudited)
Cash flows from operating, financing and investing activities $ --
===========
Net cash provided by operation,
financing and investing activities $ --
===========
Cash and cash equivalents at beginning of period $ --
-----------
Cash and cash equivalents at end of period $ --
===========
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Steelton Bancorp, Inc.
NOTES TO FINANCIAL STATEMENTS
Note 1. Incorporation and Organization
------------------------------
Steelton Bancorp, Inc. ("Registrant") was incorporated in March 1999,
solely for the purpose of becoming a savings and loan holding company of
Mechanics Savings Bank (the "Bank"). Accordingly, no information is provided for
the three months ended March 31, 1999. As of March 31, 1999, the Registrant had
not conducted any business. Information is not provided at the fiscal year end
of December 31, 1999 as the Registrant did not exist at that date.
Note 2. Plan of Reorganization
----------------------
On March 11, 1999, the Registrant filed a Registration Statement on
Form SB-2 ("Registration Statement") with the Securities and Exchange Commission
("SEC"). The Registration Statement was filed as part of a plan of conversion
(the "Plan") and transactions incident to the Plan, pursuant to which (i) the
Bank will convert from the mutual to stock form and simultaneously issue common
stock to the Registrant in exchange for at least one half of the net proceeds of
the related offering of common stock of the Registrant conducted by the
Registrant (ii) certain depositors of the Bank will receive an interest in a
liquidation account of the Bank established for this purpose pursuant to federal
law. The Bank is a federally chartered savings bank which is regulated by the
Office of Thrift Supervision ("OTS").
Note 3. Subsequent Events
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The events contemplated by the Plan have not yet been consummated .
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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
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Not applicable.
Item 5. Other Information
-----------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) None.
(b) No reports on Form 8-K were filed during the quarter ended
March 31, 1999.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
STEELTON BANCORP, INC.
Date: June 28, 1999 By: /s/Harold E. Stremmel
--------------------------------------------
Harold E. Stremmel
President and Chief Executive Officer
(Principal Executive Officer)
(Duly Authorized Officer)
Date: June 28, 1999 By: /s/Shannon Aylesworth
--------------------------------------------
Shannon Aylesworth
Chief Financial Officer
(Principal Financial and Accounting Officer)
