<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
---------
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended March 31, 1999
Commission file number 01-12292
UPBANCORP, INC.
---------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 36-3207297
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4753 N. Broadway, Chicago, Illinois 60640 (773) 878-2000
- ------------------------------------------ --------------
(Address of principal executive offices)(zip code) (Registrant's telephone number
including area code)
</TABLE>
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 for the past 90 days. Yes X No
-----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date: Eight hundred sixty four
thousand nine hundred three (864,903) common shares were outstanding as of
May 7, 1999.
<PAGE>
PART 1 - Financial Information
Item 1. Financial Statements
UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
March 31,
1999 December 31,
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) (Unaudited) 1998
- ---------------------------------------------------------------- ----------- ------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 12,248 $ 9,165
Federal funds sold 1,575 10,000
Securities available-for-sale 43,035 42,179
Securities held-to-maturity
(FAIR VALUE OF $200 IN 1998) 0 200
Mortgages held-for-sale 715 4,067
Loans (net of allowance for loan losses of
$2,570 and $2,499 in 1999 and 1998) 205,761 192,596
Premises and equipment, net 6,518 6,349
Other assets 4,585 4,906
--------- ---------
TOTAL ASSETS $ 274,437 $ 269,462
--------- ---------
--------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Demand deposits $ 47,980 $ 47,062
Savings, NOW and money market deposits 101,959 104,067
Other time deposits 74,860 74,905
--------- ---------
Total deposits 224,799 226,034
Borrowed funds 24,374 18,097
Accrued interest and other liabilities 2,484 2,693
--------- ---------
TOTAL LIABILITIES 251,657 246,824
--------- ---------
SHAREHOLDERS' EQUITY
Common stock, $1 par value: 3,000,000 shares authorized:
1,000,000 issued in 1999 and 1998 1,000 1,000
Additional paid in capital 4,500 4,500
Retained earnings 19,206 18,823
Treasury stock - 133,462 shares in 1999 and 130,004 in 1998 (2,055) (1,938)
Accumulated other comprehensive income, net of tax 129 253
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 22,780 22,638
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 274,437 $ 269,462
--------- ---------
--------- ---------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2.
<PAGE>
UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 1999 1998
- --------------------------------------------------------- ---- ----
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 4,432 $ 3,824
Interest on mortgages held-for-sale 25 27
Interest on federal funds sold 56 36
Interest and dividends on investments
Taxable 536 686
Non-taxable 76 48
--------- ---------
Total interest and dividends on investments 612 734
--------- ---------
Total interest income 5,125 4,621
--------- ---------
INTEREST EXPENSE
Interest on savings, NOW & MMA 645 632
Interest on other time deposits 944 827
Interest on borrowed funds 223 172
--------- ---------
Total interest expense 1,812 1,631
--------- ---------
NET INTEREST INCOME 3,313 2,990
PROVISION FOR LOAN LOSSES 130 148
--------- ---------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,183 2,842
--------- ---------
NONINTEREST INCOME
Service charges on deposit accounts 407 387
Mortgage banking fees 223 364
Other noninterest income 110 66
Net gains (losses) on sale of loans 3 28
Net gains (losses) on sale of securities 23 (20)
--------- ---------
Total noninterest income 766 825
--------- ---------
NONINTEREST EXPENSE
Salaries and employee benefits 1,846 1,541
Net occupancy expense 127 187
Other expense
Equipment expense 196 198
Outside fees & services 214 159
Advertising & business development expenses 81 91
Supplies and postage expense 117 98
Data processing expense 257 104
Regulatory services/fees 28 25
Other operating expense 317 298
--------- ---------
Total noninterest expense 3,183 2,701
--------- ---------
INCOME BEFORE INCOME TAXES 766 966
Income tax provision 270 355
--------- ---------
NET INCOME $ 496 $ 611
NET INCOME PER SHARE $ 0.57 $ 0.69
--------- ---------
--------- ---------
WEIGHTED AVERAGE SHARES OUTSTANDING 868,958 882,580
--------- ---------
--------- ---------
CASH DIVIDENDS PAID 113 110
--------- ---------
--------- ---------
PAYOUT RATIO 22.78% 18.00%
--------- ---------
--------- ---------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3.
<PAGE>
UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
(DOLLARS IN THOUSANDS) (UNAUDITED) 1999 1998
- ---------------------------------------------------------------------------------- ---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 496 $ 611
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 130 148
Depreciation and amortization 287 254
Net (gain) loss on sale of securities (23) 20
Net (gain) loss on sale of mortgage loans (223) (364)
Net (gain) loss on sale of other real estate owned 0 0
Change in deferred income taxes 226 1
Amortization (Accretion) on investment securities, net (66) (20)
Originations of mortgages held-for-sale (13,019) (24,184)
Proceeds from sales of mortgages held-for-sale 16,594 21,973
Changes in assets and liabilities:
(Increase) decrease in accrued interest receivable and other assets 154 33
Increase (decrease) in accrued interest payable and other liabilities (209) 345
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 4,347 (1,183)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of and proceeds from time deposits in other banks 0 0
Net (increase) decrease in federal funds sold 8,425 (5,800)
Purchases of available-for-sale securities (13,341) (13,307)
Proceeds from maturities and redemptions of
available-for-sale securities 5,049 4,785
Proceeds from sale of available-for-sale securities 7,321 7,246
Purchases of held-to-maturity securities 0 0
Proceeds from maturities and redemptions of
held-to-maturity securities 200 0
Net (increase) decrease in loans (13,295) (5,746)
Purchases of premises and equipment (435) (760)
Proceeds from sale of other real estate 0 0
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (6,076) (13,582)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in total deposits (1,235) 15,828
Net increase (decrease) in borrowed funds 6,277 3,287
Cash dividends paid (113) (110)
Purchase of treasury stock (117) (22)
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 4,812 18,983
-------- --------
Net increase (decrease) in cash and due from banks 3,083 4,218
Cash and due from banks at beginning of period 9,165 6,678
-------- --------
Cash and due from banks at end of period $ 12,248 $ 10,896
-------- --------
-------- --------
Supplemental disclosure of cash flow information:
Cash payments for: Interest $ 1,788 $ 1,537
Income taxes 0 0
Supplemental schedule of non-cash investing activities:
Other real estate acquired in settlement of loans $ 0 $ 0
-------- --------
-------- --------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4.
<PAGE>
UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Common Paid In Retained Treasury Comprehensive
Stock Capital Earnings Stock Income Total
--------- ---------- ------------ ---------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1999 $1,000 $4,500 $18,823 ($1,938) $253 $22,638
Net income for the three months
ended March 31, 1999 496 496
Unrealized gain (loss) on securities
available-for-sale, net of tax of $(78) (124) (124)
---------
Comprehensive Income 372
---------
Cash dividends: $.13 per share (113) (113)
Purchase of treasury stock (117) (117)
--------- ---------- ------------ ---------- --------------- ---------
BALANCE MARCH 31, 1999 $1,000 $4,500 $19,206 ($2,055) $129 $22,780
--------- ---------- ------------ ---------- --------------- ---------
--------- ---------- ------------ ---------- --------------- ---------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
NOTE A: BASIS OF PRESENTATION
The accompanying unaudited 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 Rule 10-01 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.
In the opinion of management, all adjustments (consistent of normal accounting
accruals) considered necessary for fair presentation have been included.
Operating results of the three months ended March 31, 1999 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1999. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-K for
the year ended December 31, 1998.
At a Special Meeting of Shareholders held October 20, 1998, the Corporation's
Certificate of Incorporation was amended to increase the number of authorized
shares of common stock from 300,000 to 3,000,000 and reduce the par value from
$10.00 to $1.00. On that same date, the Board of Directors approved a
four-for-one stock split, with a record date of October 20, 1998 and effective
date of October 31, 1998. Accordingly, all share and per share data have been
restated to reflect the split.
Prior period's amounts included in these financial statements have been
reclassified to place them on a basis consistent with the current period's
financial statements.
NOTE B: INVESTMENT SECURITIES
AVAILABLE-FOR-SALE SECURITIES
The amortized cost and fair value of these are as follows at March 31, 1999:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- --------
<S> <C> <C> <C> <C>
U. S. Treasury Securities $ 200 $ 0 $ 0 $ 200
U. S. Government agencies 25,497 71 1 25,567
States and political subdivisions 6,647 176 60 6,763
Mortgage-backed securities 5,700 0 74 5,626
Other securities 4,779 100 0 4,879
------- ------- ------- -------
Total available-for-sale securities $42,823 $ 347 $ 135 $43,035
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
In accordance with SFAS No. 115, these securities are carried at their fair
value.
HELD-TO-MATURITY SECURITIES
There were no held-to-maturity securities at March 31, 1999:
5.
<PAGE>
NOTE C: LOANS AND NONPERFORMING ASSETS
The following summarizes loans at the dates indicated:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---------- ------------
<S> <C> <C>
Commercial - Aircraft related $ 32,947 $ 26,617
Commercial - Other 35,119 33,395
Secured by real estate - Construction 26,293 22,365
Secured by real estate - Residential (1 to 4 family) 29,978 30,971
Secured by real estate - Residential (5 or more) 29,502 29,900
Secured by real estate - Non-Residential 47,857 45,640
Consumer and all other, net of unearned discount 6,635 6,207
--------- ---------
Total loans 208,331 195,095
Less: Allowance for loan losses (2,570) (2,499)
--------- ---------
Total loans, net of allowance for loan losses $ 205,761 $ 192,596
--------- ---------
--------- ---------
</TABLE>
The following summarizes the analysis of the allowance for loan losses for the
three months ended:
<TABLE>
<CAPTION>
March 31, March 31,
1999 1998
---------- ------------
<S> <C> <C>
Balance at beginning of year $ 2,499 $ 2,010
Charge-offs:
Commercial - Other 0 42
Real Estate - Residential (1 to 4 family) 75 0
Consumer and all other, net of unearned discount 11 4
--------- ---------
Total charge-offs 86 46
Recoveries:
Commercial - Other 26 9
Consumer and all other, net of unearned discount 1 1
--------- ---------
Total recoveries 27 10
Net recoveries(charge-offs) (59) (36)
Provision for loan losses 130 148
--------- ---------
Balance at end of period $ 2,570 $ 2,122
--------- ---------
--------- ---------
</TABLE>
The following summarizes nonperforming assets at the dates indicated:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---------- ------------
<S> <C> <C>
Nonaccrual loans $ 1,163 $ 1,234
Restructured loans 69 75
--------- ---------
Total nonperforming loans 1,232 1,309
Other real estate owned (OREO) 0 0
--------- ---------
Total nonperforming assets $ 1,232 $ 1,309
--------- ---------
--------- ---------
</TABLE>
NOTE D: COMPREHENSIVE INCOME
The following summarizes Total Comprehensive Income for the three months ended:
<TABLE>
<CAPTION>
March 31, March 31,
1999 1998
---------- ------------
<S> <C> <C>
Net Income $ 496 $ 611
Other Comprehensive Income, net of income taxes:
Change in unrealized securities gains(losses) (124) 20
--------- ---------
Comprehensive Income $ 372 $ 631
--------- ---------
--------- ---------
</TABLE>
6.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial condition and results of
operations during the periods included in the consolidated financial statements
set forth in this filing. All share and per share data have been restated to
reflect the stock split described in the Notes to Consolidated Financial
Statements. The Company's Form 10-Q for the quarter ended March 31, 1998 is
incorporated by reference.
RESULTS OF OPERATIONS
The Company's net income for the three months ended March 31, 1999 was $496
compared to $611 in 1998. Net income per share was $.57, a 17.5% decrease from
last year's $.69. Return on average equity was 8.84% in 1999 compared to 11.52%
in 1997, a 23% decrease. Return on average assets was .75% for 1999 compared to
1.02% in the previous year, a 26% decrease.
The Company's net interest income was $3,313 for the first quarter of 1999, an
increase of 10.80% over the $2,990 registered in the same period of 1998. An
increase in average earning assets was partly countered by a decrease in net
margin from 5.56% in 1998 to 5.51% for 1999, due to faster decline in the
earning assets rate than the rate for interest bearing liabilities. A
continuation of strong growth in the loan portfolio, particularly in aircraft
related loans as well as continued strength in real estate lending were the main
components in net interest income improvement.
The provision for loan losses was $130 in 1999 and $148 in 1998, reflecting
management's assessment of the current loan portfolio. Net charge-offs were $59
for the first quarter of 1999, compared to $36 in same period for 1998. The
allowance for loan losses as a percent of total loans was 1.23% at March 31,
1999 and 1.28% at December 31, 1998. Total nonperforming assets as a percent of
total assets were .45% at March 31, 1999 and .49% at December 31, 1998.
Total noninterest income decreased 7.15% to $766 for the first three months of
1999 over the previous year, due to a decline from the high level of activity
experienced in our mortgage banking division in 1998. Net securities gains
totaled $23 for 1999 compared to a net loss of $20 in the same period for last
year. The securities were sold in anticipation of their early redemption. The
proceeds were reinvested in state tax exempt securities with a similar final
maturity and yield, and with greater protection from early redemption.
Total noninterest expense for the first three months of 1999 increased 17.85% to
$3,183 from the year earlier period. The increase in salaries and employee
benefits in 1998 to $1,846 from $1,541 in 1998, is a direct result of "staffing
up" for the two new Chicago branches, along with moderate salary increases and
higher benefit costs for the existing staff. Net occupancy expense decreased $60
to $127 in 1999 from $187 in 1998, due primarily to full building occupancy at
the Uptown location. Other expense increased 24.36% to $1,210 in the first three
months of 1999 from $973 in the comparable 1998 period. The increase in data
processing and supplies expense is a result of the implementation of a new
wide-area network and outsourcing data processing at Uptown in the second
quarter of 1998, as well as the start up expenses associated with the
establishment of the two new Chicago branches in our continuing effort to better
serve our customers.
BALANCE SHEET CHANGES
Total assets were $274,437 at quarter-end compared to $269,462 at December 31,
1998. The overall decrease in cash and due from banks and federal funds sold are
a function of regular deposit activity and funds management in the current
interest rate environment. The increase in the loan portfolio was funded by the
reduction in cash and equivalents, as well as greater use of short-term borrowed
funds.
Total deposits decreased $1,235 or .54% from year-end. Noninterest bearing
deposits increased slightly 1.95% or $918, due to core growth, as well as
seasonal fluctuations at each of the Subsidiary Banks. Interest bearing deposits
decreased $2,153. Borrowed funds increased $6,277 from year-end levels to fund
the continued growth in the loan portfolio.
7.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The maintenance of an adequate level of liquidity is necessary to ensure that
sufficient funds are available to meet customers' loan demands and deposit
withdrawals. The banking subsidiaries' liquidity sources consist of investment
securities, maturing loans and other short-term investments. Liquidity can also
be obtained through liabilities such as core deposits, borrowed funds,
certificates of deposit and public fund deposits.
At March 31, 1999, shareholders' equity was $22,780 compared to $22,638 at
December 31, 1998, an increase of $142 or .63%. Accumulated other comprehensive
income at quarter-end decreased due to a reduction of $124 after-tax in
unrealized gains in securities available-for-sale. Shareholders' Equity as a
percentage of total assets at March 31, 1999 was 8.30%. The following table
represents the Company's consolidated regulatory capital position as of March
31, 1999.
Regulatory capital at March 31, 1999:
<TABLE>
<CAPTION>
Tier 1 Total
Leverage Risk-Based Risk-Based
Ratio Capital Capital
---------- ----------- ------------
<S> <C> <C> <C>
Upbancorp, Inc. ratio 8.2% 10.3% 11.5%
Regulatory minimum ratio 4.0% 4.0% 8.0%
Ratio considered "well- capitalized" 5.0% 6.0% 10.0%
</TABLE>
FORWARD LOOKING STATEMENTS
Statements made about the Company's future economic performance, strategic plans
or objectives, revenue or earnings projections, or other financial items and
similar statements are not guarantees of future performance, but are forward
looking statements. By their nature, these statements are subject to numerous
uncertainties that could cause actual results to differ materially from those in
the statements. Important factors that might cause the Company's actual results
to differ materially include, but are not limited to, the following:
- Federal and state legislative and regulatory developments;
- Changes in management's estimate of the adequacy of the allowance
for loan losses(and/or other significant estimates such as OREO,
deferred tax valuation allowance, etc);
- Changes in the level and direction of loan delinquencies and
write-offs;
- Interest rate movements and their impact on customer behavior and
Upbancorp's net interest margin;
- The impact of repricing and competitors' pricing initiatives on
loan and deposit products;
- Upbancorp's ability to adapt successfully to technological
changes to meet customers' needs and developments in the
marketplace;
- Upbancorp's ability to access cost effective funding;
- Economic conditions; and
- Year 2000 related complications.
YEAR 2000 COMPLIANCE
The Company has appointed Year 2000 project teams, headed by full-time project
coordinators. Team members come from key areas throughout the organization and
have experience with the processes and systems in use by the Subsidiary Banks
(the "Banks"). It is the mission of these teams to identify the areas subject to
complications related to the year 2000 and to initiate measures designed to
eliminate any adverse effects on the Company's operations.
The Banks' software and hardware systems provide essential support to all of
their businesses. Failure to properly address Year 2000 issues could result in
an adverse effect on the daily operations and financial performance of the
Banks. Additionally, those on whom the Banks rely or do business with could also
adversely affect the organization if they are not properly prepared. Given the
number of possible scenarios, it is impossible to determine the potential cost
of problems should the Banks remediation efforts or if the efforts of those with
whom they do business are not successful. In addition, should the Banks fail to
make satisfactory progress toward Year 2000 preparedness or not fully comply
with government agency mandated steps, actions could be taken by state or
federal regulators that would adversely affect the Banks business.
8.
<PAGE>
YEAR 2000 COMPLIANCE - continued
The project teams have employed a five step plan to effectively deal with all
anticipated aspects of the Year 2000 issue. These steps are as follows:
1.) Awareness - during this step the project was defined.
2.) Assessment - all building, equipment, software and hardware were
inventoried and priority levels assigned according to overall
operational importance.
3.) Renovation - changing existing processes, elimination or
replacement of unnecessary or outdated items. This included an
examination of core data processing systems and led to the
selection of a new vendor whose operating system is Year 2000
compliant.
4.) Validation - involves the testing of all systems, mission
critical and non mission critical. Testing is scheduled for
completion by June 30, 1999. Any system with changes made after
the initial testing will be retested to ensure its compliance.
5.) Implementation - review of test results by end users to ensure
that performance is as expected.
The teams have completed the awareness, assessment and renovation phases and are
on track to complete the the final two steps by the June 30, 1999 target date.
In addition to the five-step plan, the Banks have also undertaken the challenge
to review their customer bases and business suppliers for compliance. Several
approaches have been taken to achieve an understanding of how well prepared
these groups are. Questionnaires were sent to the Banks' larger customers and
suppliers. These questionnaires were followed up with personal interviews when
the responses did not provide clear indications of the entities' preparedness.
The Banks cannot control the success of any given entity's preparations but are
trying to have as complete an understanding as possible about all aspects of
their business. An education program was also developed to provide mandatory
training for all in-house personnel. They have also taken a leadership role in
educating their customers about Year 2000 issues. Direct mail has been used, as
well as peer group discussions monthly and participation/sponsorship in panel
discussions hosted by community groups. It is important that the citizens of the
communities which the Banks serve understand what the Year 2000 issues are and
what plans and progress that individuals, business and government agencies are
making to minimize any negative effects of Year 2000.
The Banks have been simultaneously developing business continuity plans to
implement should problems arise. These plans will be completed prior to June 30,
1999 and will be tested several times prior to year-end to ensure their
viability.
Management believes that the Company has an effective year 2000 compliance
program in place and that the expenditures required to bring its systems into
compliance will not have a material effect on the Company's financial condition,
operations or cash flow . Management expects total additional out of pocket
expenditures to be approximately $200-$250. This includes fees to consulting
firms, costs to upgrade equipment specifically for the purpose of year 2000
compliance and certain administrative expenses. However, this is a complex issue
and no assurances can be given that compliance will be achieved without any
unplanned outlays that would affect future financial results.
9.
<PAGE>
PART 2. - OTHER INFORMATION
Item 1 - LEGAL PROCEEDINGS
None required
Item 2 - CHANGES IN SECURITIES
None required
Item 3 - DEFAULTS UPON SENIOR SECURITIES
None required
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held April 13, 1999,
the shareholders elected the following Directors:
<TABLE>
<CAPTION>
Votes
Votes for Against Abstentions
--------- ------- -----------
<S> <C> <C> <C>
Delbert R. Ellis 743,014 0 40
Marvin L. Kocian 743,014 0 40
</TABLE>
Item 5 - OTHER INFORMATION
None required
Item 6 - EXHIBITS AND REPORTS ON FORM 8-K
None required
10.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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.
Date: May 7, 1999 UPBANCORP, INC.
---------------
(The Registrant)
/s/Richard K. Ostrom
--------------------
Richard K. Ostrom
Chairman of the Board,
President and Chief
Executive Officer
11.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 12,248
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 1,575
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 43,035
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 206,476
<ALLOWANCE> 2,570
<TOTAL-ASSETS> 274,437
<DEPOSITS> 224,799
<SHORT-TERM> 6,374
<LIABILITIES-OTHER> 2,484
<LONG-TERM> 18,000
0
0
<COMMON> 1,000
<OTHER-SE> 21,780
<TOTAL-LIABILITIES-AND-EQUITY> 274,437
<INTEREST-LOAN> 4,457
<INTEREST-INVEST> 612
<INTEREST-OTHER> 56
<INTEREST-TOTAL> 5,125
<INTEREST-DEPOSIT> 1,589
<INTEREST-EXPENSE> 1,812
<INTEREST-INCOME-NET> 3,313
<LOAN-LOSSES> 130
<SECURITIES-GAINS> 23
<EXPENSE-OTHER> 3,183
<INCOME-PRETAX> 766
<INCOME-PRE-EXTRAORDINARY> 766
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 496
<EPS-PRIMARY> .57
<EPS-DILUTED> .57
<YIELD-ACTUAL> 8.48
<LOANS-NON> 1,163
<LOANS-PAST> 0
<LOANS-TROUBLED> 69
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,499
<CHARGE-OFFS> 86
<RECOVERIES> 27
<ALLOWANCE-CLOSE> 2,570
<ALLOWANCE-DOMESTIC> 2,570
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
