TRI CITY BANKSHARES CORP
10-Q, 2000-08-11
STATE COMMERCIAL BANKS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2000

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934

                          Commission file number 0-9785

                         TRI CITY BANKSHARES CORPORATION
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Wisconsin                                    39-1158740
               -----------                                   ------------
     (State or other jurisdiction of                    (IRS Employer ID Number)
      incorporation or organization)

                       6400 S. 27th Street, Oak Creek, WI
                     --------------------------------------
                    (Address of principal executive offices)

                                      53154
                                    --------
                                    Zip Code

                                 (414) 761-1610
                             ---------------------
              (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  filing
requirements for the past 90 days.
YES  X   NO
   -----   -----


The number of shares outstanding of $1.00 par value common stock, as of
June 30, 2000: 2,549,648







<PAGE>




                                    FORM 10-Q

                         TRI CITY BANKSHARES CORPORATION

                                      INDEX

PART I - FINANCIAL INFORMATION

                                                               Page #
Item 1   Financial Statements (Unaudited)

         Consolidated Balance Sheets as of
         June 30, 2000 and December 31, 1999                      3

         Consolidated Statements of Income
         for the Three Months ended June 30, 2000
         and 1999                                                 4

         Consolidated Statements of Income
         for the Six Months ended June 30, 2000
         and 1999                                                 5

         Consolidated Statements of Cash Flows
         for the Six Months ended June 30, 2000
         and 1999                                                 6

         Notes to Unaudited Consolidated Financial
         Statements                                               7

Item 2   Management's Discussion and Analysis of
         Financial Condition and Results of
         Operations                                               8

Item 3   Quantitative and Qualitative Disclosures
         About Market Risk                                       14

PART II - OTHER INFORMATION


Item 4   Submission of Matters to a Vote of Security Holders     16

Item 6   Exhibits and Reports on Form 8-K                        19

Signatures                                                       20

<PAGE>





                         TRI CITY BANKSHARES CORPORATION
                           CONSOLIDATED BALANCE SHEETS

ASSETS                                       June 30, 2000        December 31,
                                              (Unaudited)            1999
                                             -------------       -------------
Cash and due from banks                      $  33,109,921       $  42,781,918
Federal funds sold                              26,475,000           2,700,000
                                             -------------       -------------
Cash and cash equivalents                       59,584,921          45,481,918
Investment securities:
  Held-to-maturity (fair
  value of  2000 - $133,973,115
            1999 - $139,237,806)               136,986,883         142,022,068
Loans                                          343,955,249         318,899,435
Allowance for loan losses                       (4,443,404)         (4,340,357)
                                             -------------       -------------
  Net Loans                                    339,511,845         314,559,078

Premises and equipment                          20,666,311          20,824,179
Other assets                                     4,464,784           6,303,572
                                             -------------       -------------
            TOTAL ASSETS                     $ 561,214,744       $ 529,190,815
                                             =============       =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
  Non-interest bearing                       $ 129,036,423       $ 128,079,686
  Interest bearing (over $100,000)              27,426,000          26,092,149
  Interest bearing                             283,115,054         305,298,102
                                             -------------       -------------
         Total Deposits                        439,577,477         459,469,937

Short-term borrowings:
  Securities sold under agreements to
    repurchase                                  48,943,831                   0
  Other                                          5,347,132           4,579,060
                                             -------------       -------------
                                                54,290,963           4,579,060
Other Liabilities                                1,572,386           2,016,985
                                             -------------       -------------
         TOTAL LIABILITIES                     495,440,826         466,065,982
Stockholders' equity:
  Cumulative Preferred stock,
    par value -$1 per share
    authorized - 200,000 shares;
    issued and outstanding-none
  Common stock,
    par value-$1 per share
    authorized-5,000,000 shares;
    Issued and
     outstanding: 2000 - 2,549,648 shares;
                  1999 - 2,538,232 share         2,549,648           2,538,232
        Additional paid in capital              10,753,163          10,335,369
        Retained earnings                       52,471,107          50,251,232
                                             -------------       -------------
         TOTAL STOCKHOLDERS' EQUITY             65,773,918          63,124,833
                                             -------------       -------------


         TOTAL LIABILITIES AND

              STOCKHOLDERS' EQUITY           $ 561,214,744       $ 529,190,815
                                             =============       =============

     See Notes to Unaudited Consolidated Financial Statements.


<PAGE>







                         TRI CITY BANKSHARES CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                  FOR THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (UNAUDITED)


                                              2000           1999
                                          -----------    -----------

Interest income:
     Loans, including fees                $ 7,506,505    $ 6,288,324
     Investment securities:
         Taxable                              863,076        999,071
         Exempt from federal income tax       908,773        973,634
     Federal funds sold                       624,289         29,610
                                          -----------    -----------
              TOTAL INTEREST INCOME         9,902,643      8,290,639

Interest expense:
     Deposits                               2,766,282      2,606,068
     Short-term borrowings                    855,813         55,700
                                          -----------    -----------
              TOTAL INTEREST EXPENSE        3,622,095      2,661,768
                                          -----------    -----------
              NET INTEREST INCOME           6,280,548      5,628,871
Provision for loan losses                     (75,000)       (75,000)
                                          -----------    -----------
              NET INTEREST INCOME AFTER
              PROVISION FOR LOAN LOSSES     6,205,548      5,553,871

Other income:
     Service charge income                    748,566        818,225
     Rental income                            242,918        239,977
     Gain on Sale of Loans                      2,993         12,138
     Other                                    592,702        768,257
                                          -----------    -----------
              TOTAL OTHER INCOME            1,587,179      1,838,597

Other expense:
     Salaries and employee benefits         2,931,510      2,705,857
     Net occupancy                            744,422        688,240
     Equipment                                366,148        356,363
     Data processing                          283,789        287,599
     Advertising                              144,020        161,255
     Regulatory agency assessments             51,580         40,601
     Office supplies                          119,912        199,098
     Other                                    657,960        693,926
                                          -----------    -----------
              TOTAL OTHER EXPENSE           5,299,341      5,132,939
                                          -----------    -----------

Income before income taxes                  2,493,386      2,259,529
Provision for income taxes                    652,000        522,000
                                          -----------    -----------


              NET INCOME                  $ 1,841,386    $ 1,737,529
                                          ===========    ===========


Per share data:
     Net income                           $      0.72    $      0.69

     Average shares outstanding             2,548,508      2,528,037

See Notes to Unaudited Consolidated Financial Statements.

<PAGE>






                         TRI CITY BANKSHARES CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                   FOR SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (UNAUDITED)


                                               2000            1999
                                          ------------    ------------

Interest income:
     Loans, including fees                $ 14,511,287    $ 12,382,391
     Investment securities:
         Taxable                             1,762,567       1,966,084
         Exempt from federal income tax      1,826,453       1,880,369
     Federal funds sold                        642,112         174,620
                                          ------------    ------------
              TOTAL INTEREST INCOME         18,742,419      16,403,464

Interest expense:
     Deposits                                5,459,131       5,220,411
     Short-term borrowings                   1,046,230          77,513
                                          ------------    ------------
              TOTAL INTEREST EXPENSE         6,505,361       5,297,924
                                          ------------    ------------
              NET INTEREST INCOME           12,237,058      11,105,540
Provision for loan losses                     (150,000)       (150,000)
                                          ------------    ------------
              NET INTEREST INCOME AFTER
              PROVISION FOR LOAN LOSSES     12,087,058      10,955,540

Other income:
     Service charge income                   1,518,300       1,587,508
     Rental income                             489,159         485,538
     Gain on Sale of Loans                       5,499          25,824
     Other                                   1,919,228       1,391,140
                                          ------------    ------------
              TOTAL OTHER INCOME             3,932,186       3,490,010
Other expense:
     Salaries and employee benefits          5,851,212       5,417,220
     Net occupancy                           1,476,070       1,371,046
     Equipment                                 692,625         721,666
     Data processing                           563,107         535,060
     Advertising                               297,091         284,555
     Regulatory Agency Assessments             102,294          80,764
     Office Supplies                           276,872         358,537
     Other                                   1,273,295       1,376,178
                                          ------------    ------------
              TOTAL OTHER EXPENSE           10,532,566      10,145,026
                                          ------------    ------------

Income before income taxes                   5,486,678       4,300,524
Provision for income taxes                   1,488,000         964,000
                                          ------------    ------------


              NET INCOME                  $  3,998,678    $  3,336,524
                                          ============    ============

Per share data:
     Net income                           $       1.57    $       1.32
     Common stock investment              $      25.84    $      24.01
     Dividends                            $      0.700    $      0.600
     Average shares outstanding              2,545,715       2,525,873

See Notes to Unaudited Consolidated Financial Statements.

<PAGE>




                         TRI CITY BANKSHARES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (UNAUDITED)

                                                       2000           1999
                                                  ------------    ------------

OPERATING ACTIVITIES
  Net income                                      $  3,998,678    $  3,336,524
  Adjustments to reconcile net income to
    net cash provided by operating activities:
       Proceeds from sale of loans
        held for sale                                1,564,300      11,441,915
       Origination of loans held
        for sale                                    (1,564,300)    (11,441,915)
       Amortization of investment
        securities premiums and
        accretion of discounts                         113,831          94,584
       Provision for loan losses                       150,000         150,000
       Provision for depreciation                      937,506         967,996
      (Increase) in interest receivable               (137,527)       (242,427)
      (Decrease) in interest payable                   (27,020)        (60,726)
       Other                                         1,558,737         289,319
                                                  ------------    ------------
         NET CASH PROVIDED BY
          OPERATING ACTIVITIES                       6,594,205       4,535,270
INVESTING ACTIVITIES
  Investment Securities Held to Maturity:
   Proceeds from maturities and redemptions
    of investment securities                         5,921,354      13,306,743
  Purchase of investment securities                 (1,000,000)    (29,461,638)
  Net (increase) in loans                          (25,102,768)    (15,698,132)
  Purchases of premises and equipment                 (779,638)     (2,198,409)
                                                  ------------    ------------
         NET CASH USED
          BY INVESTING ACTIVITIES                  (20,961,052)    (34,051,436)
FINANCING ACTIVITIES
  Net (decrease) in deposits                       (19,892,460)     (9,114,591)
  Net increase in short-term
   borrowings                                       49,711,903       4,211,019
  Sale of Common Stock                                 429,210         308,993
  Cash dividends                                    (1,778,803)     (1,513,512)
                                                  ------------    ------------
         NET CASH PROVIDED (USED)
          BY FINANCING ACTIVITIES                   28,469,850      (6,108,091)
                                                  ------------    ------------
         INCREASE IN CASH
          AND CASH EQUIVALENTS                      14,103,003     (35,624,257)
  Cash and cash equivalents at the
    beginning of the period                         45,481,918      76,201,647
                                                  ------------    ------------
         CASH AND CASH EQUIVALENTS
          AT THE END OF THE PERIOD                $ 59,584,921    $ 40,577,390
                                                  ============    ============

See Notes to Unaudited Consolidated Financial Statements.



<PAGE>


                         TRI CITY BANKSHARES CORPORATION

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(A)  BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by Generally  Accepted  Accounting  Principles  for complete
financial  statements.  These financial statements should be read in conjunction
with the  financial  statements  and the notes  thereto  included  in the Annual
Report on Form 10-K of Tri City Bankshares Corporation ("Tri City") for the year
ended December 31, 1999. The December 31, 1999  financial  information  included
herein is derived from the December 31, 1999  Consolidated  Balance Sheet of Tri
City which is included in the aforesaid Annual Report on Form 10-K.
In the opinion of Tri City's Management, the accompanying unaudited consolidated
financial  statements  contain all  adjustments,  consisting of normal recurring
accruals,  necessary to present fairly Tri City's financial  position as of June
30,  2000 and the  results of its  operations  for the three month and six month
periods  ended June 30,  2000 and 1999 and cash  flows for the six months  ended
June 30, 2000 and 1999.  The operating  results for the first six months of 2000
are not  necessarily  indicative  of the results  which may be expected  for the
entire 2000 fiscal year.





<PAGE>




                         TRI CITY BANKSHARES CORPORATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                       CONDITION AND RESULTS OF OPERATIONS


The  following   discussion  contains  certain   "forward-looking   statements",
including statements concerning objectives and future events or performance, and
other statements  which are other than historical fact.  Factors which may cause
actual  results  to  differ   materially   from  those   contemplated   by  such
forward-looking  statements  include,  but are not  limited  to,  the  following
possibilities:  (i) lower  than  anticipated  loan and  deposit  growth due to a
variety of factors,  including  changes in the interest rate  environment and an
increase  in  competitive  pressures  in  the  banking  and  financial  services
industry; (ii) insufficient reserves for loan losses; (iii) poorer than expected
general  economic  conditions;  (iv)  legislation  or  regulatory  changes which
adversely affect the banking industry; and (v) other unanticipated occurrences.

CHANGES IN FINANCIAL POSITION

Total  assets  for Tri City  Bankshares  Corporation  (the  "Corporation")  have
increased $32.0 million (6.1%) during the first six months of 2000 compared to a
decrease  of $2.5  million  (0.5%)  during  the  first six  months of 1999.  The
Corporation's banking subsidiary has retained approximately $49.0 million of the
funding agreements entered into at the end of the first quarter.


Cash and cash  equivalents  increased $14.1 million (31.0%) in the first half of
2000 compared to a decrease of $35.6 million  (46.7%)  during the same period in
1999.  Loan demand has been good during the current year and management has been
able to increase the  Corporation's  loan  portfolio  rather than placing excess
funds into agency or municipal  securities,  which historically  provide a lower
yield.


Investment  Securities decreased $5.0 million (3.5%) during the first six months


<PAGE>


of 2000  compared to an increase of $15.0 million  (11.2%)  during the first six
months of 1999. Since loan demand has been high, management has been funding new
loans and not investing in securities.  The average yield on securities has only
increased  slightly  and remains 175 basis points lower than the yield on loans.
Management  is  very  diligent  in  its  efforts  to  increase  profits  without
jeopardizing the liquidity or the quality of the  Corporation's  earning assets.
The loan portfolio increased $25.1 million (7.9%) during the first six months of
2000 compared to an increase of $16.6  million  (6.0%) during the same period in
1999. Loan demand has remained high and management feels that by providing funds
for high quality loans,  the Corporation  will increase its'  profitability  and
will be reinvesting  in the  community.  The reserve for loan loss has increased
$103,000  (2.4%)  during the first six months of 2000 compared to an increase of
$48,600 (1.1%) during the first six months of 1999. The reserve for loan loss is
adequate in management's opinion to absorb any losses.


The  Corporation  has not  made  any  substantial  investments  in  premises  or
equipment during 2000,  however plans are underway for a new banking facility in
South Milwaukee, Wisconsin.


Total deposits for the  Corporation  have decreased  $19.9 million (4.3%) during
the first half of the year 2000  compared to a decrease of $9.1  million  (2.0%)
during the first half of 1999.  The  increase in rates  during the past  several
months has  spurred a  transitional  movement  of  investor  funds  into  higher
yielding  investments.  Management is reviewing its menu of deposit  choices and
working on ways to maintain the  Corporation's  deposit base. The Corporation is
currently borrowing funds in the short-term until it can attract new deposits.


LIQUIDITY



The ability to provide the necessary funds for the day-to-day  operations of the
Corporation depends on a sound liquidity  position.  Management has continued to
monitor  the  Corporation's   liquidity   position  by  reviewing  the  maturity
distribution  between interest earning assets and interest bearing  liabilities.
Fluctuations  in interest  rates can be the primary  cause for the flow of funds

<PAGE>


into or out of a  financial  institution.  The  Corporation  continues  to offer
products that are competitive  and encourage  depositors to leave their money in
the  Corporation's  banking  subsidiary.  Management  continues  to research and
examine the market in order to provide new  savings  instruments  that will help
attract new deposits and stimulate growth.  If the Corporation's  primary source
of liquidity,  the core deposits of its banking  subsidiary,  is insufficient to
meet current  liquidity  needs,  the banking  subsidiary  has  available to meet
demand $35.0  million in federal  funds  purchased  facilities  as well as $38.0
million reverse repurchase  agreement  facilities through its correspondent bank
relationship.  As an additional source of liquidity,  the Corporation's  banking
subsidiary  established a credit  facility for $49.2 million through the Federal
Reserve Bank of Chicago Loan and Discount Window.

CAPITAL RESOURCES



During the first quarter of 2000, the Corporation completed its acquisition of a
building in southeastern Milwaukee County. Management plans to use this building
to establish a new branch for its  subsidiary  bank in order to better serve its
customers in this area.  The original  building will be demolished and a new one
built in its place. The cost of this  construction will be funded internally and
is expected to be  approximately  $1.2 million and will not be  completed  until
late 2001.


Although  management  continually  examines  ways in  which  to  provide  better
customer  service or to help in the expansion of the  Corporation,  there are no
other major  projects  planned for the current  year.  However,  if  opportunity
presents itself management of the Corporation will pursue such  opportunities if
they are in the best interests of the Corporation.

RESULTS OF OPERATIONS


The Corporation's net income increased  $103,900 (6.0%) in the second quarter of
2000 compared to a decrease of $78,700 (4.3%) in the second quarter of 1999. The
increase in loan income was the primary reason for this  increase.  This was due
to both portfolio  growth in total  outstanding and an increase in the yield due
to upward movement of rates.

<PAGE>



Interest  income and fees on loans  increased  $1.2 million  (19.4%)  during the
second  quarter of 2000  compared to a decrease of  $157,000  (2.4%)  during the
second  quarter of 1999.  Since loan demand has been good,  management  has been
able to increase the Corporation's  loan portfolio  substantially.  Although the
market  has  been  brisk,  management's  credit  underwriting  process  was  not
compromised.  The standards set by the credit committee have been adhered to and
the quality of the loan portfolio has been maintained.  Although the Corporation
wants to increase its profitability, it will do so by maintaining the guidelines
set and not risk quality for quantity in the process.

Interest income on investment  securities has decreased  $200,900 (10.2%) during
the second  quarter of 2000 compared to an increase of $315,800  (19.2%)  during
the second quarter of 1999.  During 2000 investment  securities have matured and
were not replaced.  The average  yield in the portfolio has decreased  since the
securities  that have  matured  carry a higher yield than those  purchased  most
recently.  Management feels that by increasing the loan portfolio first and then
looking at investment  securities they can increase  profitability without undue
risk and maintain the earnings spread on average yield.
Interest on Federal Funds sold increased  $594,700 in the second quarter of 2000
compared to a decrease of  $161,000 in the second  quarter of 1999.  Portions of
proceeds  from  short-term  funding  agreements  entered  into  during the first
quarter of this year, have been temporarily placed in Federal Funds sold.
During  the second  quarter of 2000,  interest  expense  on  deposits  increased
$160,200  (6.1%)  compared to a decrease of  $120,500  (4.4%)  during the second
quarter of 1999.  Interest  expense on borrowed funds increased  $800,100 in the
second  quarter of 2000 compared to an increase of $35,500 in the second quarter
of 1999 primarily due to the short-term funding agreements.  Other income during
the second  quarter  decreased  $251,400  (13.7%)  compared  to an  increase  of
$141,100 (8.5%) in the second quarter of 1999. The Corporation sold a portion of

<PAGE>



land owned during the second quarter of 1999 and this was the primary reason for
the increase in that quarter.
Other expenses  increased $166,400 (3.2%) in the second quarter of 2000 compared
to an  increase of $513,600  during the same period in 1999.  The  Corporation's
conversion of data processing  systems and the purchase of new equipment as well
as the  construction of a new facility for the banking  subsidiary's  operations
increased occupancy and equipment expenses in 1999.

A summarized change in income for the quarters appears below:

Three Months Ended                    June 30,     June 30,       2000
                                        2000         1999      Over(Under)
                                    (UNAUDITED)  (UNAUDITED)      1999
                                      ------       ------        ------
Revenue and Expenses: (000's)
  Interest Income                     $9,903       $8,291        $1,612
  Less: Interest Expense               3,622        2,662           960
                                      ------       ------        ------
                 Net Interest Income   6,281        5,629           652
Less: Provision for Loan Loss             75           75             0
      Other Operating Expense
       Net of Other Operating
       Revenues                        3,713        3,294           419
                                      ------       ------        ------
Income Before Income Taxes             2,493        2,260           233
Tax Provision                            652          522           130
                                      ------       ------        ------
                      NET INCOME      $1,841       $1,738        $  103
                                      ======       ======        ======

Net income for the  Corporation  for the  six-month  period ending June 30, 2000
increased  $662,200  (19.8%) compared to a decrease of $76,000 (2.2%) during the
same  period  in 1999.  The sale of the  Corporation's  investment  in the First
National  Bank of Eagle River,  Eagle River,  Wisconsin in the first  quarter of
this  year  is the  primary  reason  for  this  increase.  Net  income  for  the
Corporation  however  would  have  increased  in the first six  months  $169,300
(5.07%) without this transaction.

<PAGE>



Interest  and fees on loans  for the first six  months  of 2000  increased  $2.1
million  (17.2%)  compared  to a decrease  of  $357,000  (2.8%) in the first six
months  of 1999.  Loan  demand  has been  good  for the  first  half of 2000 and
management is very optimistic that the demand will continue for the remainder of
the year.  Investment  securities income decreased  $257,400 (6.7%) in the first
half of 2000 compared to an increase of $511,000  (15.4%) during the same period
in 1999.  Management  has continued  during 2000 to increase the loan  portfolio
rather than replace  securities,  which have matured.  The yield on loans is 175
basis  points  higher  than the yield,  which can be  achieved  from  investment
securities.


Interest  expense on deposits  increased  $238,700  (4.6%)  during the first six
months of 2000 compared to a decrease of $106,700  (2.0%) during the same period
in 1999.  This increase is split between higher  average  balances and increased
rates paid on deposits.  During the first half of 2000 average  interest bearing
deposits were $315.9 million compared to $306.9 million during the first half of
1999, while the average yield on deposits  increased from 3.42% in 1999 to 3.51%
in 2000.  Short-term  borrowings  interest  expense  increased almost $1 million
dollars in the first six  months of 2000,  primarily  due to certain  short term
funding agreements entered into late in the first quarter.


Total other income  increased  $442,200  (12.7%) in the first six months of 2000
compared to an increase of $81,800 (2.5%) in the first six months of 1999.  This
was  primarily  due to the sale of the  Corporation's  investment  in the  First
National Bank of Eagle River. The gain from this sale was approximately $490,000
after tax. Other expenses  increased  $387,500 (3.8%) in the first six months of
2000 compared to an increase of $775,000  (8.3%) during the same period in 1999.
Expenses  associated with the conversion of data processing systems late in 1998
was experienced for a full year in 1999.  Salary and employee  benefits  expense
increased  $434,000  for the six  months  ended  June 30,  2000  compared  to an
increase of $16,600 for the six months  ended June 30, 1999.  Occupancy  expense
increased $105,000 (7.7%) compared to an increase of $119,400 (9.5%) in 2000 and
1999, respectively.

<PAGE>


CAPITAL ADEQUACY


Federal banking  regulatory  agencies have  established  capital adequacy rules,
which  take  into  account  risk   attributable  to  balance  sheet  assets  and
off-balance-sheet  activities.  All banks and bank holding companies must meet a
minimum risk-based capital ratio of 8.0% of which 4.0% must be comprised of tier
1 capital.

The federal banking agencies also have adopted leverage capital guidelines which
banking  organizations must meet. Under these guidelines,  the most highly rated
banking organizations must meet a minimum leverage ratio of at least 3.0% tier 1
capital to total assets, while lower rated banking organizations must maintain a
ratio of at least 4.0% to 5.0%.

The  risk-based  capital  ratio for the  Corporation  is 17.93% and its leverage
ratio is 11.54%.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Corporation's  Annual  Report on Form 10-K for the year ended  December 31,
1999, contains certain disclosures about market risks affecting the Corporation.
There have been no  material  changes to the  information  provided  which would
require additional disclosures as of the date of this filing.











<PAGE>




 PART II - OTHER INFORMATION

Item 4         Submission of Matters to a Vote of Security Holders

On June 9, 1999, Tri City Bankshares  Corporation  held its annual  shareholders
meeting.  The only item held for a vote of shareholders  was for the election of
Directors for the ensuing year. The number of shares of common stock represented
by proxy and in person was 2,220,316,  which represented  approximately 87.9% of
the  total  outstanding  shares  entitled  to vote for  directors.  There was no
solicitation in opposition to  management's  nominees for directors and all such
nominees were elected pursuant to the following vote:

       Director's Name:           Frank Bauer
            For                   2,286,256
            Against               0
            Withheld              141
            Abstain               0
            Broker Non-Vote       0

       Director's Name:           Sanford Fedderly
            For                   2,286,256
            Against               0
            Withheld              141
            Abstain               0
            Broker Non-Vote       0

       Director's Name:           William Gravitter
            For                   2,286,256
            Against               0
            Withheld              141
            Abstain               0
            Broker Non-Vote       0



<PAGE>


       Director's Name:           Henry Karbiner, Jr.
            For                   2,286,256
            Against               0
            Withheld              141
            Abstain               0
            Broker Non-Vote       0



       Director's Name:           William L. Komisar
            For                   2,285,649
            Against               0
            Withheld              748
            Abstain               0
            Broker Non-Vote       0

       Director's Name:           Christ Krantz
            For                   2,286,256
            Against               0
            Withheld              141
            Abstain               0
            Broker Non-Vote       0

       Director's Name:           Rudie Lauterbach
            For                   2,286,256
            Against               0
            Withheld              141
            Abstain               0
            Broker Non-Vote       0

       Director's Name:           William McGovern
            For                   2,286,256
            Against               0
            Withheld              141
            Abstain               0
            Broker Non-Vote       0

       Director's Name:           Robert Orth
            For                   2,286,256
            Against               0
            Withheld              141
            Abstain               0
            Broker Non-Vote       0







<PAGE>


       Director's Name:           Ronald K. Puetz
            For                   2,286,256
            Against               0
            Withheld              141
            Abstain               0
            Broker Non-Vote       0

       Director's Name:           John Rupcich
            For                   2,263,476
            Against               0
            Withheld              22,921
            Abstain               0
            Broker Non-Vote       0

       Director's Name:           David Ulrich, Jr.
            For                   2,285,868
            Against               0
            Withheld              529
            Abstain               0
            Broker Non-Vote       0

       Director's Name:           William Werry
            For                   2,286,256
            Against               0
            Withheld              141
            Abstain               0
            Broker Non-Vote       0



<PAGE>


       Director's Name:           Scott A. Wilson
            For                   2,286,181
            Against               0
            Withheld              216
            Abstain               0
            Broker Non-Vote       0





       Director's Name:           Agatha T. Ulrich
            For                   2,286,256
            Against               0
            Withheld              141
            Abstain               0
            Broker Non-Vote       0

       No other matters were voted on at the annual meeting.











<PAGE>






Item 6   Exhibits and Reports on Form 8-K

         (a)    Exhibits

                Exhibit Number                                 Description
                --------------                                 -----------
                     27                                  Financial Data Schedule

         (b)    Reports on Form 8-K
                     None









<PAGE>






                                   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.



                         TRI CITY BANKSHARES CORPORATION



DATE:  August 10, 2000                      /s/Henry Karbiner, Jr.
       ----------------                     ----------------------
                                            Henry Karbiner, Jr.
                                            President, Chief Executive Officer,
                                            And Treasurer



DATE:  August 10, 2000                      /s/Thomas W. Vierthaler
       ----------------                     -----------------------
                                            Thomas W. Vierthaler
                                            Vice President and Comptroller
                                            (Chief Accounting Officer)
















<PAGE>









                                  EXHIBIT INDEX


Exhibit Number                              Description
--------------                              -----------
     27                                Financial Data Schedule


<PAGE>




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