UNIVERSITY BANCORP INC /DE/
10-K405/A, 2000-07-05
STATE COMMERCIAL BANKS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
               OF 1934 for the fiscal year ended December 31, 1999
                                       OR
[ ] 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 0-16023

                            UNIVERSITY BANCORP, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                             38-2929531
(State or other jurisdiction of     (I.R.S. Employer incorporation)
         Identification No.

959 Maiden Lane, Ann Arbor, Michigan                    48105
(Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code (734) 741-5858

Securities registered pursuant to section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act:
                     Common Stock, par value $.010 per share

         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
            ------     ------
         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or other information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
         The aggregate market value of the voting stock held by non-affiliates
of the Registrant based on the average bid and asked price for the Registrant's
Common Stock on March 17, 2000, as reported by NASDAQ, was approximately
$917,481.*
         The number of shares outstanding of the Registrant's Common Stock as of
March 17, 2000:  2,012,801 shares.

* For purposes of this calculation shares of the Registrant held by directors
and officers of the Registrant and officers of its subsidiaries and other
affiliates have been excluded.

         Documents Incorporated by Reference: Portions of the registrant's Proxy
Statement, to be filed by April 29, 2000 for the 2000 Annual Meeting of
Stockholders, are incorporated by reference into Part III of this Report.
                               page 1 of 3 pages
                 Exhibit index on sequentially numbered page 91


<PAGE>   2

                            UNIVERSITY BANCORP, INC.
                     Consolidated Balance Sheets (continued)
                            December 31,1999 and 1998

<TABLE>
<CAPTION>


LIABILITIES AND STOCKHOLDERS' EQUITY                                    1999                        1998
                                                                   -------------               ------------
<S>                                                              <C>                         <C>
Liabilities
Deposits:
  Demand - non interest bearing                                    $  2,126,157                $  1,801,347
  Demand - interest bearing                                          13,840,469                  16,373,832
  Savings                                                               294,487                     177,093
  Time                                                               15,789,866                  24,867,369
                                                                   ------------                ------------
     Total Deposits                                                  32,050,979                  43,219,641

Mortgage escrow                                                           3,058                     140,673
Short term borrowings                                                 3,113,860                     277,000
Long term borrowings                                                  2,627,116                   1,196,097
Deferred noncompete income                                                   --                      32,068
Drafts payable                                                               --                   5,065,281
Accounts payable                                                        230,802                     744,928
Accrued interest payable                                                240,106                     415,060
Other Liabilities                                                       100,442                     157,081
                                                                   ------------                ------------
     Total Liabilities                                               38,366,363                  51,247,829

Minority Interest                                                       505,795                     204,949

Stockholders' equity:
  Preferred Stock, $0.001 par value;
   Authorized - 500,000 shares;
    Issued -  0 shares in 1999 and 1998                                      --                          --
  Common stock, $0.01 par value;
   Authorized - 5,000,000 shares;
    Issued - 2,127,985 shares in 1999 and
         2,104,323 shares in 1998                                        21,280                      21,043
  Treasury Stock - 115,184 shares in 1999
    and 1998                                                           (340,530)                   (340,530)
  Additional Paid-in-Capital                                          3,786,508                   3,539,474
  Retained deficit                                                     (931,980)                    (16,500)
  Accumulated other comprehensive loss                                 (584,898)                   (120,707)
                                                                   ------------                ------------

     Total Stockholders' equity                                       1,950,380                   3,082,780
                                                                   ------------                ------------
     TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                                        $ 40,822,538                $ 54,535,558
                                                                   ============                ============
</TABLE>


    The accompanying  notes are an integral part of the  consolidated  financial
statements.




                                      -59-

<PAGE>   3


                                   SIGNATURES

         Pursuant to the requirements of Sections 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.


                              UNIVERSITY BANCORP, INC.


                              By:       /s/Stephen Lange Ranzini
                                        ----------------------------
                                        Stephen Lange Ranzini,
                                        President, Chief Executive
                                          Officer and
                                        Chief Accounting Officer


                              Date: March 30, 2000
                                   ---------------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

      Signature                        Title                        Date
      ---------                        -----                        ----
<S>                          <C>                            <C>
/s/Stephen Lange Ranzini       Director, President,            March 30, 2000
------------------------       Chief Executive Officer,
Stephen Lange Ranzini          Chief Accounting Officer

/s/Joseph L. Ranzini           Director, Secretary,            March 30, 2000
------------------------       Chairman
Joseph L. Ranzini

/s/Keith Brenner               Director                        March 30, 2000
------------------------
Keith E. Brenner

/s/Mildred Lange Ranzini       Director                        March 30, 2000
------------------------
Mildred Lange Ranzini

/s/Michael Talley              Director                        March 30, 2000
------------------------
Michael Talley

/s/Robert Goldthorpe           Director                        March 30, 2000
------------------------
Robert Goldthorpe

/s/Dr. Joseph L. Ranzini       Director                        March 30, 2000
------------------------
Dr. Joseph Lange Ranzini

/s/Paul Lange Ranzini          Director                        March 30, 2000
------------------------
Paul Lange Ranzini
</TABLE>



                                      -90-


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