U.S. Securities and Exchange Commission
Washington D.C. 20549
Form 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 1997.
Commission file number: 0-23790
-------
MetroBanCorp
- ----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Indiana
- ----------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
35-1712167
- ----------------------------------------------------------------
(I.R.S. employer identification no.)
10333 N. Meridian Street, Suite 111, Indianapolis, Indiana
- ----------------------------------------------------------------
(Address of principal executive offices)
46290 (317) 573-2400
- ---------------------------- ---------------------------
(Zip code) (Issuer's telephone number)
http://www.metb.com
- ----------------------------------------------------------------
(Issuer's internet website address)
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 X No___
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 1,681,291
---------
Transitional Small Business Disclosure Format: Yes__ No X
PAGE
MetroBanCorp
FORM 10-QSB
Index
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Condition
June 30, 1997 and December 31, 1996 3
Consolidated Statement of Operations
Three Months Ended June 30, 1997 and 1996 4
Consolidated Statement of Operations
Six Months Ended June 30, 1997 and 1996 5
Consolidated Statement of Cash Flows
Six Months Ended June 30, 1997 and 1996 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Finacial Condition and Results of Operations 8
PART II. OTHER INFORMATION 13
Item 4. Submission of Matters to a Vote
of Security Holders 13
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
EXHIBITS 16
page 2
<PAGE>
<TABLE>
MetroBanCorp
Part I - Finanical Information
Item 1. Financial Statements
Consolidated Statement of Condition
(unaudited)
(dollars in thousands)
<CAPTION>
06/30/97 12/31/96
---------- ----------
<S> <C> <C>
Assets
Cash and Due from Banks $ 6,257 $ 7,475
Federal Funds Sold - 6,300
---------- ----------
Total Cash and Cash Equivalents 6,257 13,775
Investment Securities HTM - at Cost 10,015 10,056
Investment Securities AFS - at Market 19,478 21,160
---------- ----------
Total Investment Securites 29,493 31,216
Loans
Gross Loans 74,049 65,385
Less: Allowance for Loan Losses (890) (866)
---------- ----------
Loans, Net 73,159 64,519
Premises and Equipment, Net 1,612 1,821
Accrued Interest Receivable 893 871
Core Deposit Intangible, Net 252 322
Deferred Tax Asset 325 360
Other Assets 395 499
---------- ----------
Total Assets $ 112,386 $ 113,383
========== ==========
Liabilities
Deposits:
Non-Interest Bearing Demand $ 20,854 $ 23,141
Interest Bearing:
Savings and Now Accounts 34,894 35,507
Time Deposits of $100,000 and Over 12,673 10,800
Other Time Deposits 29,903 29,836
---------- ----------
Total Deposits 98,324 99,284
Federal Funds Purchased 1,100 -
Securities Sold Under Agreements to Repurchase - 1,500
Accrued Interest Payable 501 419
Other Liabilities 791 679
---------- ----------
Total Liabilities 100,716 101,882
---------- ----------
Commitments and Contingencies - -
Shareholders' Equity
Preferred Stock: 1,000,000 Shares
Authorized; None Outstanding - -
Common Stock: 3,000,000 Shares Authorized;
1,681,291 Issued & Outstanding Shares 11,210 11,210
Accumulated Earnings 556 407
Net Unrealized Loss on Investment
Securities AFS (96) (116)
---------- ----------
Total Shareholders' Equity 11,670 11,501
---------- ----------
Total Liabilities and Shareholders' Equity $ 112,386 $ 113,383
========== ==========
See "Notes to Consolidated Financial Statements"
</TABLE>
Page 3
<PAGE>
<TABLE>
MetroBanCorp
Part I - Financial Information
Item 1. Financial Statements
Consolidated Statement of Operations
(unaudited)
(dollars in thousands, except share data)
<CAPTION>
Three Months Ended
-------------------------
06/30/97 06/30/96
---------- ----------
<S> <C> <C>
Interest Income
Interest and Fees on Loans $ 1,789 $ 1,509
Interest on Investment Securities 406 407
Interest on Federal Funds Sold 6 30
---------- ----------
Total Interest Income 2,201 1,946
Interest Expense
Interest on Deposits 914 860
Other Interest Expense 19 5
---------- ----------
Total Interest Expense 933 865
---------- ----------
Net Interest Income 1,268 1,081
---------- ----------
Provision for Loan Loss 38 17
---------- ----------
Net Interest Income after
Provision for Loan Loss 1,230 1,064
---------- ----------
Non-Interest Income
Service Charges on Deposit Accounts 79 76
Loss on Sale of Investment Securities (16) -
Other Service Charges, Commissions and Fees 127 118
---------- ----------
Total Non-Interest Income 190 194
Non-Interest Expense
Salaries and Employee Benefits 463 413
Occupancy Expense 86 55
Equipment Expense 99 87
Advertising and Public Relations 66 40
Legal, Professional and Audit Services 53 26
Data Processing 74 60
Student Loan Servicing Fees 21 28
FDIC Insurance Assessment 20 45
Amortization of Core Deposit Intangible 35 35
Other 229 207
---------- ----------
Total Non-Interest Expense 1,146 996
Income Before Income Taxes 274 262
Applicable Income Taxes 112 118
---------- ----------
Net Income $ 162 $ 144
========== ==========
Net Income per Weighted Average Share $ 0.10 $ 0.09
Weighted Average Shares Outstanding 1,681,291 1,681,291
See "Notes to Consolidated Financial Statements"
</TABLE>
page 4
<PAGE>
<TABLE>
MetroBanCorp
Part I - Financial Information
Item 1. Financial Statements
Consolidated Statement of Operations
(unaudited)
(dollars in thousands, except share data)
<CAPTION>
Six Months Ended
-------------------------
06/30/97 06/30/96
---------- ----------
<S> <C> <C>
Interest Income
Interest and Fees on Loans $ 3,469 $ 2,952
Interest on Investment Securities 734 781
Interest on Federal Funds Sold 10 98
---------- ----------
Total Interest Income 4,213 3,831
Interest Expense
Interest on Deposits 1,784 1,720
Other Interest Expense 28 9
---------- ----------
Total Interest Expense 1,812 1,729
---------- ----------
Net Interest Income 2,401 2,102
---------- ----------
Provision for Loan Loss 67 33
---------- ----------
Net Interest Income after
Provision for Loan Loss 2,334 2,069
---------- ----------
Non-Interest Income
Service Charges on Deposit Accounts 154 149
Loss on Sale of Investment Securities (16) (12)
Other Service Charges, Commisions and Fees 297 205
---------- ----------
435 342
Non-Interest Expense
Salaries and Employee Benefits 921 815
Occupancy Expense 159 109
Equipment Expense 181 160
Advertising and Public Relations 118 81
Legal, Professional and Audit Services 94 45
Data Processing 144 120
Student Loan Servicing Fees 43 58
FDIC Insurance Assessment 40 82
Amortization of Core Deposit Intangible 70 70
Other 466 378
---------- ----------
Total Non-Interest Expense 2,236 1,918
Income before Income Taxes 533 493
Applicable Income Taxes 216 220
---------- ----------
Net Income $ 317 $ 273
========== ==========
Net Income per Weighted Average Share $ 0.19 $ 0.16
Weighted Average Shares Outstanding 1,681,291 1,681,291
See "Notes to Consolidated Financial Statements"
</TABLE>
page 5
<PAGE>
<TABLE>
MetroBanCorp
Part I - Financial Information
Item 1. Financial Statements
Consolidated Statement of Cash Flows
(unaudited)
(dollars in thousands)
<CAPTION>
Six Months Ended
--------------------
06/30/97 06/30/96
-------- --------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 317 $ 273
Adjustments to Reconcile Net Income to
Cash Provided by Operating Activities:
Provision for Loan Loss 67 33
Deferred Income Tax Provision - 17
Depreciation and Amortization 219 194
Gain on Sale of Real Estate (56) (35)
Net Loss on Sale of Securities 16 12
(Increase)/Decrease in Accrued Interest Receivable (22) 35
Decrease in Other Assets 104 123
Increase/(Decrease) in Accrued Interest Payable 82 (26)
Increase in Other Liabilities 112 20
-------- --------
Total Adjustments 522 373
-------- --------
Net Cash Flows Provided by Operating Activities 839 646
-------- --------
Cash Flows from Investing Activities:
Proceeds from Maturities of Investment
Securities HTM 54 1,184
Proceeds from Sales of Investment Securities AFS 4,193 2,365
Purchases of Investment Securities AFS (2,496) (5,123)
Proceeds from the Repayment of Student Loans 975 1,280
Proceeds from the Sale of Student Loans 3,085 -
Net Loans made to Customers (12,767) (6,860)
Purchases of Premises and Equipment (334) (494)
Proceeds from the Sale of Real Estate 461 409
-------- --------
Net Cash Flows Used in Investing Activities (6,829) (7,239)
-------- --------
Cash Flows from Financing Activities:
Net Decrease in DDA, NOW and Savings Accounts (2,900) (6,230)
Net Increase in Time Deposits 1,940 3,009
Net Increase in Federal Funds Purchased 1,100 -
Net Securities Sold Under an Agreement to Repurchase (1,500) (2,600)
Payment of Dividends (168) (168)
-------- --------
Net Cash Flows Used in Financing Activities (1,528) (5,989)
-------- --------
Net Decrease in Cash and Cash Equivalents (7,518) (12,582)
Cash and Cash Equivalents at Beginning of Period 13,775 18,082
-------- --------
Cash and Cash Equivalents at End of Period $ 6,257 $ 5,500
======== ========
See "Notes to Consolidated Financial Statements"
</TABLE>
page 6
<PAGE>
MetroBanCorp
Notes to Consolidated Financial Statements
1. Basis of Presentation
---------------------
The consolidated financial statements include the accounts of
MetroBanCorp and its wholly-owned affiliate, MetroBank (together,
"Metro"). All significant intercompany transactions and balances
have been eliminated.
In the opinion of management of Metro, the consolidated financial
statements contain all the normal and recurring adjustments
necessary to present fairly the consolidated financial condition
of Metro as of June 30, 1997 and December 31, 1996, and the
results of its operations for the three and six month periods
ended June 30, 1997 and 1996 and its statement of cash flows for
the six month periods ended June 30, 1997 and 1996.
These financial statements should be read in conjunction with
Metro's latest Annual Report on Form 10-KSB for the year ending
December 31, 1996.
2. Investments
-----------
The market value and amortized cost of investment securities of
Metro as of June 30, 1997 are set forth below:
<TABLE>
<CAPTION>
Market Value Amortized Cost
------------- --------------
<S> <C> <C>
Held to Maturity $ 9,101,000 $10,015,000
Available for Sale 19,478,000 19,589,000
------------- --------------
Total Investments $28,579,000 $29,604,000
============= ==============
</TABLE>
3. Allowance for Loan and Lease Losses
-----------------------------------
Metro adopted the provisions of Statement of Financial Accounting
Standard No. 114, "Accounting by Creditors for Impairment of a
Loan", as amended by Statement of Financial Accounting Standard
No. 118, on January 1, 1995. As of June 30, 1997, Metro had
investments in loans which are impaired in accordance with SFAS
Nos. 114 and 118 of $87,018. Of this amount, $75,839 had no
related specific allowance. The remaining impaired loans had a
specific allowance of $11,179.
Metro's policy for recognizing income on impaired loans is to
accrue earnings until a loan is classified as non-accrual. For
loans which receive the classification of non-accrual during the
current period, interest accrued to date is charged against
current earnings. All payments received on a loan which is
classified as non-accrual are utilized to reduce the principal
outstanding.
page 7
<PAGE>
For the six months ended June 30, 1997, the average balance of
impaired loans was $40,928.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management discussion is presented to provide
information concerning the consolidated financial condition of Metro
as of June 30, 1997 as compared to December 31, 1996, and the results
of operations for the three and six month periods ending June 30, 1997
and 1996.
FINANCIAL CONDITION
- -------------------
At June 30, 1997, Metro had total assets of $112.4 million, a decrease
of $1.0 million or 0.88 percent from December 31, 1996.
Consolidated earning assets totaled to $103.5 million or 92.1 percent
of total assets at June 30, 1997. The principal components of earning
assets were gross loans of $74.0 million, constituting 71.5 percent of
total earning assets, and investment securities of $29.5 million,
constituting 28.5 percent of total earning assets. Earning assets at
December 31, 1996 were $102.9 million and, as a percentage of total
assets, amounted to 90.7 percent.
LOANS
- -----
Total gross loans outstanding advanced by $8.7 million or 13.3 percent
from December 31, 1996 to June 30, 1997, due to an increase in short-
term and intermediate-term commercial and installment loans. The
demand for credit financing has been relatively strong throughout the
first two quarters of 1997. Metro's loan growth is also attributable
to the continued business development efforts of Metro's lending
staff, the addition of one lender and the expanded indirect lending
relationships with local home improvement and automobile sales
companies. The recent growth in the loan portfolio is diversified
among several industry classifications. The following table
summarizes the change in Metro's loan portfolio for the first six
months of 1997:
page 8
<PAGE>
<TABLE>
Loan Portfolio at Period End
(dollars in thousands)
<CAPTION>
Dollar Percent
06/30/97 12/31/96 Change Change
-------- -------- ------ ------
<S> <C> <C> <C> <C>
Commercial $44,666 $35,064 $9,602 27.4%
Real Estate - Construction 4,022 3,970 52 1.3%
Mortgage 1,074 787 287 36.5%
Installment 18,716 15,933 2,783 17.5%
Student Loans 5,571 9,631 (4,060) (42.2%)
-------- -------- ------ ------
Total Loans $74,049 $65,385 8,664 13.3%
Less:
Allowance for Loan Losses (890) (866) (24) 2.8%
-------- -------- ------ ------
Net Loans $73,159 $64,519 $8,640 13.4%
======== ======== ====== ======
</TABLE>
During the second quarter of 1997, Metro sold $3.1 million or 32
percent of its current guaranteed student loan portfolio for two
reasons: funding higher yielding commercial and installment loans and
meeting the liquidity needs of Metro.
During the first six months of 1997, Metro's mortgage loan portfolio
increased $287,000 or 36.5 percent from year end 1996. This is
principally due to an increase of mortgage loans held for sale at
the end of the second quarter. At June 30, 1997, the mortgage loan
portfolio included approximately $363,000, or 34 percent of the total
mortgage loan portfolio, were mortgage loans held for sale. These
loans will be sold in the secondary market early in the third quarter
1997.
At June 30, 1997, net loans totaled to 65.1 percent of total assets as
compared to 56.9 percent at year end 1996. Metro's loan to deposit
ratio, which is one measure of liquidity, was 74.4 percent at June
30, 1997, as compared to 65.0 percent at year end 1996.
Delinquent loans at June 30, 1997 were $1.2 million, representing 1.7
percent of total loans. At December 31, 1996, delinquent loans
amounted to $1.3 million or 2.0 percent of total loans outstanding.
Delinquent loans in both periods consisted primarily of student loans
guaranteed by USA Funds, Inc., a subsidiary of USA Group, Inc. Non-
accruing loans at June 30, 1997 amounted to $87,018 as compared to
$157,443 at December 31, 1996. Net charged-off loans amounted to
$43,332 for the six months ending June 30, 1997.
page 9
<PAGE>
At June 30, 1997 and December 31, 1996, Metro had an allowance for
loan losses of $890,000 and $866,000, respectively. The percentage
of allowance for loan losses to total loans amounted to 1.20 percent
and 1.32 percent at June 30, 1997 and December 31, 1996, respectively.
Metro provides for possible loan losses through regular provisions to
the allowance for loan losses. The provisions are made at a level
which is considered necessary by management to absorb estimated losses
in the loan portfolio and is based upon an assessment of the adequacy
of Metro's loan loss reserve account.
<TABLE>
Allowance for Loan Losses
Six Months ended June 30, 1997 and 1996
(dollars in thousands)
<CAPTION>
1997 1996
------ ------
<S> <C> <C>
Allowance for Loan Losses, January 1 $866 $910
Loans Charged-Off:
Commercial - (46)
Real Estate - -
Mortgage - -
Installment (50) (8)
Student Loans - -
------ ------
Total Charged-Off Loans (50) (54)
------ ------
Recoveries on Charged-Off Loans:
Commercial 5 1
Real Estate - -
Mortgage - -
Installment 2 2
Student Loans - -
------ ------
Total Recoveries 7 3
------ ------
Net Charged-Off Loans (43) (51)
------ ------
Provision for Loan Loss 67 33
------ ------
Allowance for Loan Losses, June 30 $890 $892
====== ======
Average Loans Outstanding $70,159 $62,275
====== ======
Net Charged-Off Loans
to Average Loans .06% .08%
====== ======
</TABLE>
page 10
<PAGE>
INVESTMENT SECURITIES
- ---------------------
Total investments at June 30, 1997 were $29.5 million, decreasing by
$1.7 million or 5.5 percent from the total at December 31, 1996. This
decrease is primarily due to principal payments received on mortgage-
backed securities.
DEPOSITS
- --------
Total deposits at June 30, 1997 amounted to $98.3 million, in
comparison to $99.3 million at December 31, 1996, representing a
decrease of $1.0 million or 1.0 percent. Since December 31, 1996, non-
interest bearing demand deposits decreased by $2.3 million or 10.0
percent. This decrease in demand deposits relates to timing
differences between deposits and withdrawals. The Metro historically
experiences a build up of deposits during the fourth quarter, followed
by a decline during the following three quarters. In the first six
months of 1997, interest bearing deposits increased by $1.3 million or
1.7 percent.
OTHER LIABILITIES
- -----------------
Short-term borrowings, which include federal funds purchased and
securities sold under an agreement to repurchase, decreased a net of
$400,000 at December 31, 1996 to June 30, 1997. Other liabilities
increased to $791,000 from $679,000 at December 31, 1996. Total
liabilities decreased by $1.2 million or 1.1 percent to $100.7 million
since December 31, 1996.
CAPITAL
- -------
Metro's total capital increased by a net amount of $169,000 or 1.5
percent during the first six months of 1997. Metro's earnings in the
first six months of 1997 totaled $317,000. The net unrealized loss on
investment securities available for sale amounted to $96,000 at June
30, 1997, decreasing by $20,000 or 17.2 percent since December 31,
1996. In 1997, Metro's Board of Directors declared two quarterly cash
dividends of $.05 per common share each. Metro's cash dividend payout
amounted to $168,130 and disbursements were made in March and June of
1997.
Metro is subject to various capital requirements imposed by the
federal banking agencies. Quantitative measures established by
regulation to ensure capital adequacy require Metro to maintain
minimum amounts and ratios of total Tier 1 capital (as defined in the
regulations) to risk-weighted assets, and Tier 1 capital to average
assets. Management believes that as of June 30, 1997, Metro meets all
capital adequacy requirements to which it is subject. The following
table sets forth the actual and minimum capital amount and ratios of
Metro and MetroBank as of June 30, 1997 (dollars in thousands):
page 11
<PAGE>
<TABLE>
<CAPTION>
To Be Well Capitalized
Under Prompt Corrective
Actual Action Provisions
------------------- -----------------------
Amount Ratio Amount Ratio
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Total Capital
(to Risk Weighted Assets)
Consolidated $12,467 16.18% > $7,696 > 10.00%
MetroBank $ 9,017 11.81% > $7,628 > 10.00%
Tier 1 Capital
(to Risk Weighted Assets)
Consolidated $11,505 14.95% > $4,618 > 6.00%
MetroBank $ 8,064 10.57% > $4,577 > 6.00%
Tier 1 Capital
(to Average Assets)
Consolidated $11,505 10.57% > $5,441 > 5.00%
MetroBank $ 8,064 7.64% > $5,279 > 5.00%
</TABLE>
As of December 31, 1996, the most recent notification from the FDIC
categorized Metro as "well capitalized" under its regulatory framework
for prompt corrective action. To be categorized as "well
capitalized", Metro must maintain minimum total risk-weighted capital,
Tier 1 capital and leverage ratios as set forth in the table. There
are no conditions or events since this most recent notification that
management believes have changed Metro's or MetroBank's capital
category.
RESULTS OF OPERATIONS
- ---------------------
NET INTEREST INCOME
- -------------------
Net interest income after provision for loan losses was $2.3 million
for the six months ending June 30, 1997, compared to $2.1 million for
the comparable period of 1996, an increase of 12.8 percent. Net
interest income increased principally due to growth in the loan
portfolio for the first six months of 1997. Metro's provision for
loan loss expense was $67,000 for the six month period ending June 30,
1997, compared to $33,000 for the same period in 1996. The increase
in the provision for loan loss is a result of the increased growth in
the installment and commercial loan categories. The provisions
are made at levels considered necessary by management to absorb
estimated losses in the loan portfolio and is based upon an assessment
of the adequacy of Metro's loan loss reserve account.
page 12
<PAGE>
NON-INTEREST EXPENSE
- --------------------
Non-interest expense amounted to $2.2 million for six months ending
June 30, 1997, compared to $1.9 million for the same period in 1996,
an increase of $318,000 or 16.6 percent. This increase is due
principally to the recognition of increased overhead expense incurred
with the opening of MetroBank's fifth branch banking facility and the
deployment of four off-site automated teller machines during the first
quarter of 1997.
NET INCOME
- ----------
Metro recognized net income of $317,000 for the six month period
ending June 30, 1997, compared to $273,000 for the same period one
year earlier, an increase of $44,000 or 16.1 percent.
PART II-OTHER INFORMATION
- -------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
(a) Metro held its annual meeting of shareholders on April 24, 1997.
(c)(i) At the annual meeting, Metro's shareholders elected ten
directors to serve until the next annual meeting of the
shareholders and until their successors are duly elected,
qualified and serving. The votes cast for the directors
at the annual meeting were as follows:
<TABLE>
<CAPTION>
Number of Votes
--------------------------------
Director's Name For Withheld Abstained
------------------------- --------- -------- ---------
<S> <C> <C> <C>
Chris G. Batalis 1,561,190 113,251 6,850
Ike G. Batalis 1,561,690 112,751 6,850
Terry L. Eaton 1,561,490 112,951 6,850
Evans M. Harrell 1,562,090 112,351 6,850
Robert L. Lauth, Jr. 1,561,590 112,851 6,850
Edward G. McMahon 1,561,790 112,151 7,350
Larry E. Reed 1,562,090 112,351 6,850
R. D. "Rusty" Richardson 1,561,590 112,851 6,850
Edward R. Schmidt 1,561,790 112,651 6,850
Donald F. Walter 1,561,990 112,451 6,850
------------------------- --------- ------- ---------
</TABLE>
page 13
<PAGE>
(ii) At the annual meeting, Metro's shareholders ratified the
appointment of Arthur Andersen, LLP, Indianapolis, Indiana,
as independent public accountants for the fiscal year ending
December 31, 1997, upon the following vote:
For: 1,677,541 Against: 1,900 Abstained: 1,850
--------- ----- -----
(iii) At the annual meeting, Metro's shareholders approved an
amendment to the 1994 Directors' Stock Option Plan of
MetroBanCorp to reserve an additional 177,500 shares of common
stock for issuance under the Plan, and to allow members of
the Board of Directors of MetroBank to participate in the
Plan and (iii) allow for the limited transferability of
options issued under the Plan.
For: 1,652,191 Against: 21,000 Abstained: 8,100
--------- ------ ------
Item 5. Other Information
- --------------------------
During the second quarter of 1997, MetroBank received regulatory
approval to establish a branch banking facility in the Wal-Mart
Supercenter currently under construction in Noblesville, Indiana. This
new facility is expected to open in the first quarter of 1998.
Development of the Wal-Mart Supercenter is part of the continuing
commercial expansion of Noblesville's east side. The new branch
office will provide greater convenience and accessibility for the
Metro's current, as well as and potential new customers.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
Exhibit 10 Amendment One to the 1994 Directors' Stock Option
Plan of MetroBanCorp dated April 24, 1997
Exhibit 27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended
June 30, 1997.
page 14
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
METROBANCORP
(Registrant)
August 11, 1997 By: /S/ IKE G. BATALIS
--------------------
Ike G. Batalis
Chairman and
President (Principal
Executive Officer)
August 11, 1997 By: /S/ CHARLES V. TUREAN
----------------------
Charles V. Turean
Executive Vice President
(Principal Financial and
Accounting Officer)
page 15
<PAGE>
EXHIBIT 10 AMENDMENT ONE TO THE 1994 DIRECTORS' STOCK OPTION PLAN
OF METROBANCORP DATED APRIL 24, 1997.
AMENDMENT ONE TO THE 1994
DIRECTORS' STOCK OPTION PLAN
OF METROBANCORP
This Amendment One to the 1994 Directors' Stock Option Plan of
MetroBanCorp ("Plan") is hereby adopted this 24 day of April, 1997 by
MetroBanCorp ("Holding Company"), effective as of January 1, 1997;
W I T N E S S E T H:
WHEREAS, the Holding Company adopted the Plan for the purposes
set forth therein; and
WHEREAS, pursuant to paragraph 10 of the Plan, the Holding
Company reserved the right to amend the Plan with respect to certain
matters by action of its Board of Directors; and
WHEREAS, the Board of Directors has approved and adopted this
Amendment One, subject to the approval thereof by the holders of a
majority of the outstanding common stock of the Holding Company
represented at the 1997 annual meeting;
NOW, THEREFORE, the Plan is hereby amended, effective as of
January 1, 1997, unless otherwise stated herein, in the following
particulars:
1. By substituting the following for Paragraph 1 of the
Plan:
"1. Purpose. The Plan is designed to promote the interests
of MetroBanCorp ("Holding Company"), through the granting of
nonqualified stock options ("NSOs") to the members of the
Board of Directors of the Holding Company ("Holding Company
Directors") and to the members of the Board of Directors of
its banking subsidiary, MetroBank ("Bank Directors")."
2. By substituting the following for Paragraph 2(d) of the
Plan:
"(d) No Contract of Employment. Neither the Plan nor any
stock option agreement executed hereunder shall
constitute a contract of employment between the Holding
Company and a Holding Company Director or between the
Bank and a Bank Director. Participation in the Plan
does not give any Director the right to be retained,
nominated or re-elected as a Director."
page 16
<PAGE>
3. By substituting the following for Paragraph 3 of the Plan:
"3. Shares Covered By the Plan. The stock to be subject to
options under the Plan shall be shares of authorized
common stock of the Holding Company and may be unissued
shares or reacquired shares (including shares purchased
in the open market), or a combination thereof, as the
Committee may from time to time determine. Subject to
the provisions of Paragraph 10, the maximum number of
shares to be delivered upon exercise of all options
granted under the Plan shall not exceed two hundred
twenty-seven thousand five hundred (227,500) shares.
Of these shares, fifty thousand (50,000) have
previously been made the subject of options granted
under the Plan. Of the remaining one hundred seventy-
seven thousand five hundred (177,500) shares, a total
of one hundred fifty thousand (150,000) shares shall be
allocated to Holding Company Directors and twenty-seven
thousand five hundred (27,500) shares shall be
allocated to Bank Directors. Shares covered by an
option that are forfeited due to termination of service
or that remain unpurchased upon expiration or
termination of the option may not be made subject to
further options."
4. By substituting the following for Paragraph 4 of the Plan:
"4. Eligibility. Only those individuals who are serving as
Holding Company Directors or Bank Directors on January
1, 1997, shall be eligible to receive grants of NSO's
under the Plan. Each such Holding Company Director as
of that date shall receive options to acquire three
thousand (3,000) shares of Holding Company stock. Each
such Bank Director as of that date shall receive
options to acquire five hundred (500) shares of Holding
Company stock. Each year thereafter, for a period of
four (4) consecutive years, each such Holding Company
Director shall receive options to acquire three
thousand (3,000) shares of Holding Company stock. Each
year thereafter, for a period of four (4) consecutive
years, each such Bank Director shall receive options to
acquire five hundred (500) shares of Holding Company
stock."
5. By substituting the following for Paragraph 5 of the Plan:
"5. Option Price. The exercise price per share of stock
under each NSO granted to a Holding Company Director or
Bank Director shall be the per share last trade price
of the Holding Company's stock as reported by the
National Association of Securities Dealers Automated
Quotations System ("NASDAQ") on the date that the
option is granted. If an option is granted on a date
on which the NASDAQ is not open for trading, or on
which shares of the Holding Company's stock did not
trade, the exercise price shall be the per share last
trade price of the Holding Company's stock on the most
recent trading day preceding the day on which the
option is granted."
page 17
<PAGE>
6. By substituting the following for Paragraph 7 of the Plan,
effective with respect to all options granted under the
Plan:
"7. Vesting and Exercise of Options.
(a) Options granted hereunder shall be fully vested
and shall become immediately exercisable on and after the
date of grant.
(b) During the lifetime of a Director, all options
granted hereunder shall be exercisable only by the Director,
except with respect to options transferred by a Director to
a Family Member in accordance with the provisions of
paragraph 9. During the lifetime of a Family Member to whom
any options have been transferred in accordance with
paragraph 9, such options shall be exercisable only by such
Family Member.
(c) All rights to exercise an option, whether
exercisable by a Director or Family Member, shall terminate
on the date on which the Director ceases to be a Director of
the Holding Company or the Bank, and shall thereupon be
forfeited. Provided, however, if the Director dies or
becomes permanently and totally disabled while actively
serving as a Director, the option shares otherwise
exercisable may be exercised within one (1) year from the
date his status as a Director ceases for such reasons."
(d) Upon the death of a Family Member to whom any
options have been transferred in accordance with paragraph
9, any options which were exercisable by such Family Member
immediately prior to his death may be exercised by the
executor or administrator of his estate; provided, however,
that such executor's or administrator's right to exercise
such options shall terminate upon the earlier to occur of
(i) one (1) year following the death of the Family Member;
or (ii) the expiration of the option pursuant to its terms."
7. By substituting the following for Paragraph 9 of the Plan,
effective with respect to all options granted under the
Plan:
"9. Limited Transferability.
(a) No option granted under the Plan shall be
transferable except (i) by will or by the laws of descent
and distribution; or (ii) to a Family Member of a Director
in accordance with the provisions of this paragraph 9. An
option that is transferred to a Family Member shall not be
transferable by such Family Member, except for any transfer
by such Family Member's will or by the laws of descent and
distribution upon the death of such Family Member.
(b) All options granted under the Plan that have been
transferred by a Director to a Family Member in accordance
with this paragraph 9 must be exercised by such Family
Member and, in the event of the death of such Family Member,
by such Family Member's executor or administrator only in
the same manner, to the same extent and under the same
circumstances (including, without limitation, the time
period within which the options must be exercised) as the
Director or, in the event of the Director's death, the
executor or administrator of the Director's estate could
have exercised such options.
page 18
<PAGE>
(c) For purposes of this paragraph 9, "Family Member"
means (i) a Director's spouse; (ii) a Director's children or
more remote descendants (natural and adopted) (collectively,
the "Issue"); (iii) any partnerships which, by their terms,
limit the partners thereof to the Director's spouse or
Issue; and (iv) any trusts established solely for the
benefit of the Director's spouse or Issue, provided that
such spouse or Issue survives the trust's termination date."
8. All other provisions of the Plan shall remain the same.
IN WITNESS WHEREOF, MetroBanCorp, by its officers thereunder duly
authorized, has executed this Amendment One to the 1997 Directors'
Stock Option Plan of MetroBanCorp this 24 day of April, 1997, but
effective as of January 1, 1997, unless otherwise stated herein.
METROBANCORP
/s/ IKE G. BATALIS
------------------
Ike G. Batalis, President
[SEAL]
ATTEST:
/s/ CHARLES V. TUREAN
- ---------------------
Charles V. Turean, Secretary
page 19
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE FOLLOWING SCHEDULE CONTAINS SUMMARIZED FINANCIAL INFORMATION EXTRACTED
FROM THE REGISTRANTS FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 1997.
</LEGEND>
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 6,257
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 19,478
<INVESTMENTS-CARRYING> 29,493
<INVESTMENTS-MARKET> 28,579
<LOANS> 74,049
<ALLOWANCE> 890
<TOTAL-ASSETS> 112,386
<DEPOSITS> 98,324
<SHORT-TERM> 1,100
<LIABILITIES-OTHER> 791
<LONG-TERM> 0
0
0
<COMMON> 11,210
<OTHER-SE> 460
<TOTAL-LIABILITIES-AND-EQUITY> 112,386
<INTEREST-LOAN> 3,469
<INTEREST-INVEST> 734
<INTEREST-OTHER> 10
<INTEREST-TOTAL> 4,213
<INTEREST-DEPOSIT> 1,784
<INTEREST-EXPENSE> 28
<INTEREST-INCOME-NET> 2,401
<LOAN-LOSSES> 67
<SECURITIES-GAINS> (16)
<EXPENSE-OTHER> 2,236
<INCOME-PRETAX> 533
<INCOME-PRE-EXTRAORDINARY> 317
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 317
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.19
<YIELD-ACTUAL> 4.41
<LOANS-NON> 87
<LOANS-PAST> 378
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 850
<ALLOWANCE-OPEN> 866
<CHARGE-OFFS> 50
<RECOVERIES> 7
<ALLOWANCE-CLOSE> 890
<ALLOWANCE-DOMESTIC> 890
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
