<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 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 000-25193

                        ATLANTIC PREFERRED CAPITAL CORPORATION
                (Exact name of registrant as specified in its charter)

            Massachusetts                               04-3439366
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

           101 Summer Street                               02210
         Boston, Massachusetts                           (Zip Code)
 (Address of principal executive offices)


          Registrant's telephone number, including area code: (617) 880-1000

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 the  registrant's  sole class of common 
stock was 100 shares, $.01 par value per share, as of May 10, 1999. No 
common stock was held by non-affiliates of the registrant.


<PAGE>




                     ATLANTIC PREFERRED CAPITAL CORPORATION
                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                         Page
<S>                                                                                      <C>
Item 1.  Financial Statements:

a)   Balance Sheets at March 31, 1999 and December 31, 1998                                1

b)   Statement of Income for the Three Months Ended March 31, 1999                         2

c)   Statements of Changes in Stockholders' Equity for the Three Months Ended
     March 31, 1999 and the Period from Inception through March 31, 1998                   3

d)   Statements of Cash Flows for the Three Months Ended March 31, 1999
     and the Period from Inception (March 20, 1998) through March 31, 1998                 4

e)   Notes to Financial Statements                                                         5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                               6

Item 3.  Quantitative and Qualitative Disclosures about Market Risk                       11



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                12

Item 2.  Changes in Securities and Use of Proceeds                                        12

Item 3.  Defaults Upon Senior Securities                                                  12

Item 4.  Submission of Matters to a Vote of Security Holders                              12

Item 5.  Other Information                                                                13

Item 6.  Exhibits and Reports on Form 8-K                                                 13
</TABLE>

<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS

                                   ATLANTIC PREFERRED CAPITAL CORPORATION
                                               BALANCE SHEETS
                                     (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                        MARCH 31,             DECEMBER 31,
                                                                          1999                    1998
                                                                     ---------------        ---------------
                                                                       (UNAUDITED)
<S>                                                                  <C>                    <C>
                               ASSETS

Cash account with Atlantic Bank                                       $            -                $    146
Money market account with Atlantic Bank                                       23,992                  10,434
                                                                      ---------------          --------------
          Total cash and cash equivalents                                     23,992                  10,580
                                                                      ---------------          --------------

Loans                                                                        166,325                 163,771
     Less discount                                                           (16,123)                (17,274)
     Less allowance for loan losses                                           (2,516)                 (1,337)
                                                                      ---------------          --------------
          Loans, net                                                         147,686                 145,160
                                                                      ---------------          --------------

Accrued interest receivable                                                      892                     832
Due from Atlantic Bank                                                         1,082                       -
Other assets                                                                     874                     170
                                                                      ---------------          --------------
                                                                            $174,526               $ 156,742
                                                                      ===============          ==============

                LIABILITIES AND STOCKHOLDERS' EQUITY                  

Due to Atlantic Bank                                                  $            -               $     125
Accrued expenses and other liabilities                                         1,467                     299
                                                                      ---------------          --------------
          Total liabilities                                                    1,467                     424
                                                                      ---------------          --------------
Stockholders' equity:
Preferred stock, Series A, 9 3/4% non-cumulative, exchangeable; 
   $.01 par value; $10 liquidation value per share; 1,449,000 
   shares authorized, 1,416,130 shares issued and outstanding at 
   March 31, 1999; none issued, authorized and outstanding at 
   December 31, 1998                                                              14                       -
Preferred stock, Series B, 8% cumulative, non convertible; $.01
   par value; $1,000 liquidation value per share plus accrued 
   dividends; 1,000 shares authorized, issued and outstanding                      -                       -
Common stock, $.01 par value, 100 shares authorized, issued 
   and outstanding                                                                 -                       -
Additional paid-in capital                                                   167,944                 155,263
Retained earnings                                                              5,101                   1,055
                                                                      ---------------          --------------
          Total stockholders' equity                                         173,059                 156,318
                                                                      ---------------          --------------
                                                                       $     174,526               $ 156,742
                                                                      ===============          ==============
</TABLE>
                     See accompanying notes to financial statements.

                                       1



<PAGE>




                        ATLANTIC PREFERRED CAPITAL CORPORATION
                                  STATEMENT OF INCOME
                                      (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    THREE
                                                                 MONTHS ENDED
                                                                   MARCH 31,
                                                                     1999
                                                                --------------
                                                                (IN THOUSANDS)
<S>                                                             <C>
Interest income:
  Interest and fees on loans                                    $       3,872
  Interest on money market account with Atlantic Bank                     198
                                                                --------------
         Total interest income                                          4,070
                                                                --------------

Gain on sale of other real estate owned                                   351
                                                                --------------

General and administrative expenses:
     Loan servicing and advisory services                                  98
     Other general and administrative                                      35
                                                                --------------
          Total general and administrative expenses                       133
                                                                --------------

          Net income                                                    4,288
Preferred stock dividends                                                 242
                                                                --------------

Earnings available to common shareholder                        $       4,046
                                                                ==============
</TABLE>

                 See accompanying notes to financial statements.






                                       2

<PAGE>



                      ATLANTIC PREFERRED CAPITAL CORPORATION
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

                         THREE MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
                                                           Preferred Stock   Preferred Stock
                                          Common Stock         Series A         Series B       Additional
                                         ----------------  ----------------- ----------------    Paid-in    Retained    Total
                                          Shares   Amount   Shares   Amount   Shares   Amount     Capital   Earnings   Amount
                                         -------- -------  -------- -------- -------  ------- ------------- --------- ----------
<S>                                      <C>      <C>      <C>      <C>      <C>      <C>     <C>           <C>       <C>
                                                                         (Dollars in thousands)
Balance at December 31, 1998                 100    $  -         -    $   -   1,000    $   -      $155,263   $ 1,055   $156,318
Issuance of preferred stock, Series A          -       -   1,416,130     14       -        -        12,681         -     12,695
Net income                                     -       -         -        -       -        -             -     4,288      4,288
Cumulative dividend on preferred stock,        -       -         -        -       -        -             -     (222)      (222)
Series A
Cumulative dividend on preferred stock,        -       -         -        -       -        -             -      (20)       (20)
Series B
                                         ======== =======  ======== ======== =======  ======= ============= ========= ==========
Balance at March  31, 1999                   100    $  -   1,416,130  $  14   1,000    $   -      $167,944   $ 5,101   $173,059
                                         ======== =======  ======== ======== =======  ======= ============= ========= ==========



          PERIOD FROM INCEPTION, MARCH 20, 1998, THROUGH MARCH 31, 1998



<CAPTION>
                                                           Preferred Stock   Preferred Stock
                                          Common Stock         Series A         Series B       Additional
                                         ----------------  ----------------- ----------------    Paid-in    Retained    Total
                                          Shares   Amount   Shares   Amount   Shares   Amount     Capital   Earnings   Amount
                                         -------- -------  -------- -------- -------  ------- ------------- --------- ----------
<S>                                      <C>      <C>      <C>      <C>      <C>      <C>     <C>           <C>       <C>
                                                                         (Dollars in thousands)
Issuance of common stock                     100   $   -         -    $   -       -    $   -      $      -     $   -    $      -
Issuance of preferred stock, Series B          -       -         -        -    1,000       -         1,000         -       1,000
Capital contribution from common               -       -         -        -       -        -       139,740         -     139,740
stockholder
                                         ======== =======  ======== ======== =======  ======= ============= ========= ==========
Balance at March  31, 1998                   100   $   -         -    $    -   1,000   $   -      $140,740     $    -   $140,740
                                         ======== =======  ======== ======== =======  ======= ============= ========= ==========
</TABLE>



                  See accompanying notes to financial statements.









                                       3



<PAGE>



                         ATLANTIC PREFERRED CAPITAL CORPORATION
                                STATEMENTS OF CASH FLOWS
                                      (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                              PERIOD FROM
                                                                                               THREE           INCEPTION
                                                                                               MONTHS           THROUGH
                                                                                            ENDED MARCH         MARCH 31, 
                                                                                              31, 1999            1998
                                                                                            -------------    ---------------
<S>                                                                                         <C>              <C>
                                                                                                    (in thousands)
Cash flows from operating activities:
     Net income                                                                                  $ 4,288           $       -
     Adjustments to reconcile net income to net cash provided by operating
      activities:
       Discount accretion                                                                            (437)                  -
       Net gain on sale and disposition of other real
         estate owned                                                                                (351)                 -
       Other, net                                                                                    (938)                 -
                                                                                            --------------   ---------------
          Net cash provided by operating activities                                                 2,562                  -
                                                                                            --------------   ---------------
Cash flows from investing activities:
     Loan repayments                                                                               13,195                  -
     Purchases of loans                                                                           (16,359)                 -
     Sales of other real estate owned                                                               1,426                  -
                                                                                            --------------   ---------------
          Net cash used by investing activities                                                    (1,738)                 -
                                                                                            --------------   ---------------
Cash flows from financing activities:
     Proceeds from issuance of preferred stock, Series A                                           12,695                  -
     Payment of preferred stock dividend, Series A                                                   (107)                 -
                                                                                            --------------   ---------------
          Net cash used in financing activities                                                    12,588                  -
                                                                                            --------------   ---------------
Net change in cash and cash equivalents                                                            13,412                  -
Cash and cash equivalents at beginning of period                                                   10,580                  -
                                                                                            --------------   ---------------
Cash and cash equivalents at end of period                                                       $ 23,992          $       -
                                                                                            ==============   ===============

Supplemental information:
     Value of loans transferred by the Company's common stockholder in exchange
       for the issuance of common stock and preferred stock, Series B                            $      -          $ 140,740
     Dividends declared, not paid on preferred stock, Series A                                        115                 -
     Dividends declared, not paid on preferred stock, Series B                                         20                 -
</TABLE>

                  See accompanying notes to financial statements.



                                       4

<PAGE>



                     ATLANTIC PREFERRED CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        THREE MONTHS ENDED MARCH 31, 1999

Note 1.  BASIS OF PRESENTATION

Atlantic Preferred Capital Corporation is a Massachusetts corporation 
incorporated on March 20, 1998. Atlantic Bank and Trust Company created 
Atlantic Preferred Capital to acquire and hold real estate mortgage assets in 
a cost-effective manner and to provide Atlantic Bank with an additional means 
of raising capital for federal and state regulatory purposes. Atlantic Bank 
owns, indirectly, all of the outstanding common stock of Atlantic Preferred 
Capital. Atlantic Preferred Capital intends to operate in a manner which will 
allow it to be taxed as a real estate investment trust, or a "REIT", under 
the Internal Revenue Code of 1986, as amended. As a REIT, Atlantic Preferred 
Capital will generally not be required to pay federal income tax if it 
distributes its earnings to its stockholders and continues to meet a number 
of other requirements.

The financial information as of March 31, 1999 and the results of operations, 
changes in stockholders' equity and cash flows for the periods ended March 
31, 1999 and 1998 are unaudited; however, in the opinion of management, the 
consolidated financial information reflects all adjustments (consisting 
solely of normal recurring accruals) necessary for a fair presentation in 
accordance with generally accepted accounting principles. Interim results are 
not necessarily indicative of results to be expected for the entire year.

In preparing financial statements in conformity with generally accepted 
accounting principles, management is required to make estimates and 
assumptions that affect the reported amounts of assets and liabilities as of 
the date of the balance sheet and reported amounts of revenues and expenses 
during the reporting period. Actual results could differ from those 
estimates. Material estimates that are particularly susceptible to 
significant change in the near term relate to the determination of the 
allowance for losses on loans, the valuation of real estate acquired in 
connection with foreclosures or in satisfaction of loans, the allocation of 
purchase discount between amortizing and non-amortizing portions, and the 
amortization of discount on loans.

Note 2.  PREFERRED STOCK

On February 1, 1999, Atlantic Preferred Capital closed its initial pubic 
offering ("IPO") of 1,260,000 Series A preferred shares. On February 12, 
1999, Atlantic Preferred Capital sold an additional 156,130 Series A 
preferred shares in connection with the underwriters' exercise of their 
overallotment option. The IPO was made pursuant to (i) a Registration 
Statement on From S-11, originally filed with the Securities and Exchange 
Commission on November 2, 1998, as amended (Commission File No. 333-66677), 
which was declared effective on January 27, 1999. The IPO commenced on 
January 28, 1999 and terminated shortly thereafter upon the sale into the 
public market of all of the registered Series A preferred shares.

The Series A preferred shares form a series of the preferred stock of 
Atlantic Preferred Capital. The Series A preferred shares are validly issued, 
fully paid and nonassessable. The holders of the Series A preferred shares 
have no preemptive rights with respect to any shares of the capital stock of 
Atlantic Preferred Capital. The Series A preferred shares are not subject to 
any sinking fund or other obligation of Atlantic Preferred Capital for their 
repurchase or retirement. The Series A preferred shares are not convertible 
into any other securities of Atlantic Preferred Capital. The Series A 
preferred shares will be exchanged on a ten-for-one basis for preferred 
shares of Atlantic Bank if directed by the FDIC under certain circumstances. 
The Series A preferred shares rank senior to Atlantic Preferred Capital's 
common stock and Series B preferred stock, as to dividends and in liquidation.

Holders of Series A preferred shares are entitled to receive, if, when and as 
declared by the Board of Directors of Atlantic Preferred Capital out of 
assets of Atlantic Preferred Capital legally available therefor, monthly cash 
dividends at the rate of 9 3/4% per annum of the liquidation preference 
(equivalent to $0.975 per share per annum). If declared, dividends on the 
Series A preferred shares for each monthly period are payable on the 
fifteenth day of the following month, at such annual rate, to holders of 
record on the last business day of the monthly dividend period. Monthly 
dividend periods commence on the first day of each month. The amount of 
dividends, if declared, payable for the initial period or any period shorter 
than a full dividend period is computed on the basis of 30-day months, a 
360-day year and the actual number of days elapsed in the period. Dividends 
in each period accrue from the first day of such period, whether or not 
declared or paid for the prior monthly period. During the three months ended 
March 31, 1999, Atlantic Preferred Capital's Board of Directors declared 
dividends in the aggregate of $222,000 on Series A preferred shares.



                                       5

<PAGE>


Atlantic Preferred Capital has currently outstanding 1,000 Series B preferred 
shares, of which 900 are held, directly or indirectly, by Atlantic Bank. The 
other 100 Series B preferred shares are held by certain of Atlantic Bank's 
employees (and/or the spouses of certain employees). All of the outstanding 
Series B preferred shares were originally issued to Atlantic Bank in reliance 
upon the exemption from registration under Section 4(2) of the Securities Act 
of 1933, as amended. There is no established public trading market for the 
Series B preferred shares.

The holders of Series B preferred shares are entitled to receive annual 
dividends equal to eight percent (8%) of the liquidation preference of the 
Series B preferred shares. Dividends on Series B preferred shares are 
cumulative, and all accumulated and unpaid dividends are paid before any 
dividends are paid on the common stock. During the three months ended March 
31, 1999, dividends of approximately $20,000 had accrued on Series B 
preferred stock.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Statements made or incorporated in this Quarterly Report on Form 10-Q include 
a number of forward-looking statements within the meaning of Section 27A of 
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 
1934. Forward-looking statements include, without limitation, statements 
containing the words "anticipates," "believes," "expects," "intends," 
"future" and words of similar import which express management's belief, 
expectations or intentions regarding the future performance of Atlantic 
Preferred Capital. Atlantic Preferred Capital's actual results could differ 
materially from those set forth in the forward-looking statements. Certain 
factors that might cause such differences are discussed in this Form 10-Q, 
Atlantic Preferred Capital's Annual Report on Form 10-K, and Atlantic 
Preferred Capital's Final Prospectus as filed with the Securities and 
Exchange Commission on January 27, 1999, and include, without limitation: (i) 
the possible exchange of the Series A preferred shares for preferred shares 
of Atlantic Bank at the direction of the FDIC if Atlantic Bank becomes or may 
in the near term become undercapitalized or is placed in conservatorship or 
receivership; (ii) risks associated with mortgage loans generally, and 
particularly the geographic concentration of Atlantic Preferred Capital's 
loan portfolio at March 31, 1999 in the Northeast and California; and (iii) 
the failure by Atlantic Preferred Capital to maintain its status as a REIT 
for federal income tax purposes.

RESULTS OF OPERATIONS

Atlantic Preferred Capital reported total interest income of $4.1 million for 
the three months ended March 31, 1999. Interest income from loans was $3.9 
million representing a total average yield of 11.35% for the same period. 
After the inclusion of $198,000 in money market account interest, $351,000 
realized on the gain on sale of OREO, the deduction of $98,000 in service and 
advisory fees, $35,000 in general and administrative costs, and $242,000 in 
preferred stock dividends, Atlantic Preferred Capital reported net income 
available to the common stockholder of $4.0 million for the three months 
ended March 31, 1999.

The average balance and yield on Atlantic Preferred Capital's loan portfolio 
is summarized as follows:

<TABLE>
<CAPTION>

                                      THREE MONTHS ENDED
                                         MARCH 31, 1999
                       --------------------------------------------------
                            AVERAGE                       
                            BALANCE          INTEREST          YIELD
                       ------------------  --------------  --------------
<S>                    <C>                 <C>             <C>
                                    (dollars in thousands)

        Loans, net          $138,377          $3,872          11.35%
</TABLE>


Atlantic Preferred Capital intends to pay dividends on its preferred and 
common stock in amounts necessary to continue to preserve its status as a 
REIT under the Internal Revenue Code.







                                       6

<PAGE>



LOAN PORTFOLIO

For the three months ended March 31, 1999, Atlantic Preferred Capital has 
acquired loans, either through transfer or purchase from Atlantic Bank, 
having gross outstanding principal balances at the time of acquisition of 
$17.1 million.

The following table sets forth information regarding the composition of the 
loan portfolio:

<TABLE>
<CAPTION>

                                                       MARCH 31,          DECEMBER 31, 
                                                         1999                 1998
                                                     --------------      ---------------
<S>                                                  <C>              <C>
                                                              (in thousands)
Mortgage loans on real estate:
      Commercial                                        $   101,775        $      99,695
      One to four family                                     11,917               12,339
      Multifamily                                            50,296               49,854
      Land                                                    1,686                1,458
                                                   -----------------  ------------------
      Total                                                 165,674              163,346
                                                   -----------------  ------------------
Secured commercial                                              246                  251
Other                                                           450                  250
                                                   -----------------  ------------------
      Total loan portfolio                                  166,370              163,847
                                                   -----------------  ------------------
Less discount:
      Non-amortizing discount (1)                            (8,676)             (10,737)
      Amortizing discount                                    (7,447)              (6,537)
      Net deferred loan income                                  (45)                 (76)
      Allowance for loan losses                              (2,516)              (1,337)
                                                   -----------------  ------------------
      Loans, net                                        $   147,686        $     145,160
                                                   =================  ==================
</TABLE>

(1) Non-amortizing discount is an allocation of the total discount on 
purchased loans accounted for on the cost recovery method until it is 
determined that the amount and timing of collections are reasonably estimable 
and collection is probable.

Atlantic Preferred Capital intends that each loan acquired from Atlantic Bank 
in the future will be a whole loan, and will be originated or acquired by 
Atlantic Bank in the ordinary course of its business. Atlantic Preferred 
Capital also intends that all loans held by it will be serviced pursuant to 
the master service agreement.

There were $3.4 million and $3.9 million of mortgage loans on non-accrual 
status at March 31, 1999 and December 31, 1998, respectively. Loans are 
generally placed on non-accrual status and interest is not accrued when the 
collectibility of principal and interest is not probable or estimable. Unpaid 
interest income previously accrued on such loans is reversed against current 
period interest income and the loan is accounted for using the cost recovery 
method, whereby any amounts received are applied against the recorded amount 
of the loan. A loan is returned to accrual status when it becomes evident 
that all principal and interest is collectible.

ALLOWANCE FOR LOAN LOSSES AND DISCOUNT

In the normal course of business, the allowance for loan losses will be 
adjusted through a provision for loan losses charged to earnings and will be 
maintained at a level considered adequate to provide for estimated loan 
losses.

Quarterly reviews of the loan portfolio are performed to identify loans for 
which specific allowances allowance allocations are considered prudent. 
Specific allocations include the results of measuring impaired loans under 
SFAS No. 114. General risk allocations are determined by formula whereby the 
loan portfolio is stratified by loan type and by risk rating category. Loss 
factors are then applied to each strata based on various considerations 
including historical loss experience, delinquency trends, current economic 
conditions, industry standards and regulatory guidelines. Any remaining 
unallocated portion is reviewed for adequacy in relation to the overall loan 
portfolio and in recognition of estimates inherent in the calculation 
methodology.

Effective January 1, 1999, Atlantic Preferred Capital changed, on a 
prospective basis, its method of accounting for purchased loan discounts and 
the related recognition of discount loan income and provisions for loan 
losses. Such accounting change accounts for discount loan income and loan 
loss provisions on an individual loan basis, rather than as previously 
recognized in the aggregate on a static purchased pool basis and was 
accounted for as a "change in estimate" in accordance with Accounting 
Principles Board Opinion 


                                       7


<PAGE>

No. 20. There was no impact on stockholders' equity on the effective date of 
the accounting change. However, the timing of subsequent earnings will be 
affected by changes in the amount of estimated collections on individual 
loans rather than by changes in the aggregate amount of estimated collections 
on purchased loan pools. Over the lives of the respective loans, management 
does not anticipate that there will be any material impact on net income as a 
result of this change.

In addition, during the first quarter of 1999, Atlantic Preferred transferred 
$860,000 from non-amortizing discount to the allowance for loan losses. 
However, effective January 1, 1999, on a prospective basis, individual loan 
balances are reported net of non-amortizing and amortizing discounts, if any. 
Under pool accounting such discounts were available for allocation to all 
loans purchased as part of a pool; under loan-by-loan accounting all 
available discount is allocated to individual loans. Accordingly, in 
connection with the accounting change, the transfer of $860,000 of 
non-amortizing discount to the allowance for loan losses represented general 
reserve allocations on outstanding purchased loan balances. As a result, this 
transfer resulted in the ratio of the allowance for loan losses to net loans 
increasing from 0.91% at December 31, 1998 to 1.68% at March 31, 1999, with a 
corresponding decrease in the ratio of non-amortizing discount to net loans. 
Accordingly, the transfer has no effect on the amount of total loans, net.

The provision and the level of the allowance are evaluated on a regular basis 
by management and are based upon management's periodic review of the 
collectibility of the loans in light of known and inherent risks in the 
nature and volume of the loan portfolio, adverse situations that may affect 
the borrower's ability to repay, estimated value of any underlying collateral 
and prevailing economic conditions. This evaluation is inherently subjective 
as it requires estimates that are susceptible to significant change. 
Ultimately, losses may vary from current estimates and future additions to 
the allowance may be necessary.

Loan losses are charged against the allowance when management believes the 
collectibility of the loan balance is unlikely. Subsequent recoveries, if 
any, are credited to the allowance.

An analysis of the allowance for loan losses follows:

<TABLE>
<CAPTION>
                                                             Three Months
                                                                  Ended               Inception through
                                                               March 31, 1999           March 31, 1998
                                                             --------------------   ---------------------
<S>                                                          <C>                    <C>
                                                                           (In thousands)

Balance at beginning of period                                         $   1,337               $      -
Transfer from Bank with loans transferred                                    319                   1,337
Transfer from non-amortizing discount                                        860                      -
                                                             -------------------    ---------------------
Balance at end of period                                               $   2,516               $   1,337
                                                             ====================   =====================
</TABLE>


INTEREST RATE RISK

Atlantic Preferred Capital's income consists primarily of interest income on 
mortgage assets. Atlantic Preferred Capital does not intend to use any 
derivative products to manage its interest rate risk. If there is a decline 
in market interest rates, Atlantic Preferred Capital may experience a 
reduction in interest income on its mortgage loans and a corresponding 
decrease in funds available to be distributed to its shareholders. The 
reduction in interest income may result from downward adjustments of the 
indices upon which the interest rates on loans are based and from prepayments 
of mortgage loans with fixed interest rates, resulting in reinvestment of the 
proceeds in lower yielding mortgage loans.

SIGNIFICANT CONCENTRATION OF CREDIT RISK

Concentration of credit risk generally arises with respect to Atlantic 
Preferred Capital's loan portfolio when a number of borrowers engage in 
similar business activities, or activities in the same geographical region. 
Concentration of credit risk indicates the relative sensitivity of Atlantic 
Preferred Capital's performance to both positive and negative developments 
affecting a particular industry. There is no existing concentration of credit 
risk with respect to Atlantic Preferred Capital's loan portfolio with respect 
to borrowers engaged in similar business activities, as there is no 
particular type of commercial real estate property which represents more than 
10% of Atlantic Preferred Capital's total loan portfolio. Atlantic Preferred 
Capital's balance sheet exposure to geographic concentrations directly 
affects the credit risk of the loans within its loan portfolio. At March 31, 
1999 and December 31, 1998, 80.9% and 81.2% of Atlantic Preferred Capital's 
total loan portfolio consisted of loans located in New England and 
California. Consequently, these loans may be subject to a greater risk of 
default than other comparable loans in the event of adverse economic, 
political or business developments and natural hazards in New England or 
California that may affect the ability of property owners to make payments of 
principal and interest on the underlying mortgages.


                                       8

<PAGE>

LIQUIDITY RISK MANAGEMENT

The objective of liquidity management is to ensure the availability of 
sufficient cash flows to meet all of Atlantic Preferred Capital's financial 
commitments and to capitalize on opportunities for Atlantic Preferred 
Capital's business expansion. In managing liquidity, Atlantic Preferred 
Capital takes into account various legal limitations placed on a REIT.

       Atlantic Preferred Capital's principal liquidity needs are:

       (1) to maintain the current portfolio size through the acquisition of
       additional mortgage assets as mortgage assets currently in the loan
       portfolio mature, pay down or prepay, and

       (2) to pay dividends on the Series A and B preferred shares.

The acquisition of additional mortgage assets is intended to be funded 
primarily through repayment of principal balances of mortgage assets by 
individual borrowers. Atlantic Preferred Capital does not have and does not 
anticipate having any material capital expenditures. To the extent that the 
Board of Directors determines that additional funding is required, Atlantic 
Preferred Capital may raise such funds through additional equity offerings, 
debt financing or retention of cash flow (after consideration of provisions 
of the Internal Revenue Code requiring the distribution by a REIT of at least 
95% of its REIT taxable income and taking into account taxes that would be 
imposed on undistributed income), or a combination of these methods. Atlantic 
Preferred Capital has no debt outstanding, and it does not currently intend 
to incur any indebtedness. The organizational documents of Atlantic Preferred 
Capital limit the amount of indebtedness which it is permitted to incur to no 
more than 100% of the total stockholders' equity of Atlantic Preferred 
Capital. Any such debt may include intercompany advances made by Atlantic 
Bank to Atlantic Preferred Capital.

Atlantic Preferred Capital may also issue additional series of preferred 
stock. However, Atlantic Preferred Capital may not issue additional shares of 
preferred stock senior to the Series A preferred shares without the consent 
of holders of at least two-thirds of the Series A preferred shares 
outstanding at that time. Additional shares of preferred stock ranking on a 
parity with the Series A preferred shares may not be issued without the 
approval of a majority of Atlantic Preferred Capital's independent directors.

YEAR 2000 DISCLOSURE

The Year 2000 issue exists because many computer systems and applications 
currently use two-digit date fields to designate a year. As the century date 
change occurs, date sensitive systems recognize the year 2000 as 1900 or not 
at all. This inability to recognize or properly treat the year 2000 may cause 
systems to process critical financial and operational information incorrectly.

Atlantic Preferred Capital is dependent in virtually every phase of its 
operations on Atlantic Bank, including the computer and other systems of 
Atlantic Bank. Accordingly, Atlantic Preferred Capital is addressing the Year 
2000 issue with respect to its operations through its relationship with 
Atlantic Bank under the advisory agreement and the master service agreement. 
During 1997, the management of Atlantic Bank developed an action plan to 
address the Year 2000 issue. Atlantic Bank uses computer systems (including 
hardware and software) primarily to track deposits and loans, transfer funds, 
prepare financial reports, and perform financial calculations. Atlantic 
Bank's deposit and loan processing is outsourced to BISYS Systems of Houston, 
Texas ("BISYS") under a service agreement.

In 1998, Atlantic Bank acquired Dolphin Capital Corporation. After the 
acquisition, Dolphin initiated an action plan to address the Year 2000 issue. 
Dolphin uses computer systems to receive equipment leasing applications over 
the internet, track lease payments, and perform financial calculations.

Atlantic Bank's plan includes five phases as suggested by the FDIC and other 
bank regulatory authorities: awareness, assessment, renovation, validation, 
and testing. In 1997, Atlantic Bank substantially completed the awareness and 
assessment phases of the plan with regard to its computer systems, and has 
identified those areas that are considered mission critical. Atlantic Bank 
began working with BISYS, reviewing their plans, and determining how to 
validate the readiness of its system. Also in connection with the awareness 
and assessment phases of the plan, Atlantic Bank raised the Year 2000 issue 
with its vendors, service providers, and customers. All vendors listed in 
Atlantic Bank's accounts payable system were sent a questionnaire on the Year 
2000 issue. Some vendors provided written responses to the questionnaires and 
others were sent follow up letters and/or were called regarding any follow-up 
questions or issues. Most of Atlantic Bank's vendors have responded to its 
questionnaires and follow-up letters. Based on these responses, most of 
Atlantic Bank's vendors have indicated that they have a plan to remediate 
their systems as needed or are already Year 2000 compliant. Dolphin has sent 
questionnaires to its vendors inquiring about their Year 2000 plans. To date, 
greater than 50% of the vendors have responded. None of the respondents 
expect to encounter Year 2000 problems.

Atlantic Bank is in the process of evaluating the risk of customer failure to 
prepare for the Year 2000 issue, any associated effect of the ability of 
customers to repay outstanding loans, and impact on the adequacy of the level 
of the allowance for loan losses. Atlantic Bank currently considers Year 2000 
risks in evaluating the adequacy of the allowance for loan and lease losses. 
In accordance with 



                                       9


<PAGE>

applicable FDIC regulations, Atlantic Bank has also distributed written 
materials to all of its depositors (including deposit brokers) with over 
$250,000 on deposit regarding the Year 2000 issue, including a description of 
Atlantic Bank's plan and the status of such plan. Atlantic Bank also 
distributed questionnaires to its borrowers with loans totaling $500,000 or 
more. Some of these depositors and borrowers provided written responses to 
the questionnaires and others were sent follow-up letters and/or were called 
regarding any follow-up questions or issues. All of these depositors and 
approximately 60% of these borrowers have responded to the questionnaires and 
follow-up letters and have indicated that they have a plan to remediate their 
systems as needed or are already Year 2000 compliant. Atlantic Bank is 
continuing to follow-up with those borrowers who have not yet responded. 
Dolphin has sent questionnaires to its largest lessees inquiring about their 
Year 2000 plans. To date, greater than 50% of the vendors have responded. 
None of the respondents expect to encounter Year 2000 problems.

The plan calls for validation and testing with respect to all mission 
critical systems. Mission critical systems include loan processing, deposit 
processing, general ledger and funds transfer systems. Other systems that are 
non-mission critical include the local area network, the network operating 
system and desktop applications. In the first half of 1998, Atlantic Bank 
upgraded its local area network, including the network operating system and 
desktop application software. In addition, most of Atlantic Bank's desktop 
systems were similarly upgraded. The manufacturer of the network operating 
system and desktop application software has certified that all of these 
products are Year 2000 compliant. Atlantic Bank has also conducted internal 
testing on these products and has similarly concluded that they are Year 2000 
compliant. Atlantic Bank has also installed a test lab simulating a Year 2000 
environment with possible date sensitive components, including computers, 
operating systems, and base applications. Dolphin has successfully tested its 
lease application and lease accounting systems. The manufacturers of its 
network operating system and desktop application software have certified that 
all of these products are Year 2000 compliant. Dolphin has also conducted 
internal testing on these products and has similarly concluded that they are 
Year 2000 compliant.

Testing of the mission critical systems is being completed according to the 
schedule prepared by BISYS and, with respect to the funds transfer system, 
the Federal Reserve Bank of Boston. The test period ran from November 1998 
through April 1999. During this period, the entire test process was performed 
twice. Atlantic Bank had an opportunity to re-test any applications that 
produced errors in the initial testing. No significant Year 2000 processing 
problems were encountered in Atlantic's or Dolphin's testing. Atlantic Bank 
believes that it and its vendors, customers, and service providers are 
currently on schedule in accordance with the plan.

Atlantic Bank's new executive offices had been renovated in 1997 and early 
1998, with new building systems (such as fire and security alarm systems and 
HVAC system) installed at such time. All of the contractors and suppliers of 
such building systems have certified that their systems are Year 2000 
compliant. The building and/or Atlantic Bank have tested such systems and 
have similarly concluded that they are Year 2000 compliant. Dolphin is in the 
process of contacting vendors in regards to its facility and related embedded 
technology.

Atlantic Bank's risk management program includes emergency backup and 
recovery procedures to be followed in the event of failure of a 
business-critical system. These procedures are being expanded to include 
specific procedures for potential Year 2000 issues, and contingency plans to 
protect against Year 2000 related interruptions. Atlantic Bank and Dolphin 
recently completed these contingency plans which include backup procedures, 
identification of alternative suppliers, emergency plans to handle power 
outages, telecommunication failures, etc.

Based on its review to date, Atlantic Bank believes that the primary costs of 
addressing the Year 2000 issue will include internal staffing, consulting, 
system testing and modification. Atlantic Bank currently expects that the 
total third party expenses associated with the plan will be approximately 
$150,000, and will primarily be incurred from the third quarter of 1998 
through year-end 1999. The costs are not considered to have a material affect 
on operating expenses or budgets. Atlantic Bank plans to account for these 
costs as expense items. The costs include an independent review by an 
external firm under an engagement letter signed June 29, 1998.

While Atlantic Bank believes that it is taking reasonable steps with respect 
to the Year 2000 issue, if the phases of the plan are not completed on time, 
the costs associated with becoming Year 2000 compliant exceed Atlantic Bank's 
estimates, third party providers are not Year 2000 compliant on a timely 
basis, or customers with material loan obligations are unable to meet their 
repayment obligations due to Year 2000 problems, the Year 2000 issue could 
have a material impact on Atlantic Preferred Capital's financial results. In 
addition, Atlantic Bank's efforts to address the Year 2000 issue are being 
monitored by its federal banking regulators. Failure to be Year 2000 
compliant on a timely basis could subject Atlantic Bank to formal supervisory 
or enforcement actions. Any of the foregoing issues could have a material 
adverse impact on the ability of Atlantic Bank to service Atlantic Preferred 
Capital's loan portfolio and otherwise manage its business which could have a 
material adverse effect on Atlantic Preferred Capital's business, financial 
condition or results of operations.

The preceding Year 2000 discussion contains various forward-looking 
statements which represent Atlantic Bank's beliefs or expectations regarding 
future events. When used in the Year 2000 discussion, the words "believes," 
"expects," "estimates" and similar expressions are intended to identify 
forward-looking statements. Forward-looking statements include, without 
limitation, Atlantic Bank's expectations as to when it will complete the 
phases of the plan; its estimated costs; and its belief that its internal 
systems will be Year 2000 compliant in a timely manner. All forward-looking 
statements involve a number of risks and uncertainties that could 




                                       10
<PAGE>



cause the actual results to differ materially from the projected results. 
Factors that may cause these differences include, but are not limited to, the 
availability of qualified personnel and other information technology 
resources; the ability to identify and remediate all date sensitive lines of 
computer code; and the actions of governmental agencies or other third 
parties with respect to Year 2000 problems.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Asset and liability management is concerned with the timing and magnitude of 
the repricing of assets and liabilities. It is the objective of Atlantic 
Preferred Capital to attempt to control risks associated with interest rate 
movements. Market risk is the risk of loss from adverse changes in market 
prices and interest rates. Atlantic Preferred Capital's market risk arises 
primarily from interest rate risk inherent in holding loans. To that end, 
management actively monitors and manages its interest rate risk exposure. 
Atlantic Preferred Capital's management reviews, among other things, the 
sensitivity of Atlantic Preferred Capital's assets and liabilities to 
interest rate changes, the book and market values of assets and liabilities, 
unrealized gains and losses, purchase and sale activity, and maturities of 
investments. Atlantic Bank's senior management also approves and establishes 
pricing and funding decisions with respect to Atlantic Preferred Capital's 
overall asset and liability composition.

Atlantic Preferred Capital's methods for evaluating interest rate risk 
include an analysis of its interest rate sensitivity "gap", which is defined 
as the difference between interest-earning assets and interest-bearing 
liabilities maturing or repricing within a given time period. A gap is 
considered positive when the amount of interest-rate sensitive assets exceeds 
the amount of interest-rate sensitive liabilities. A gap is considered 
negative when the amount of interest-rate sensitive liabilities exceeds 
interest-rate sensitive assets. During a period of rising interest rates, a 
negative gap would tend to adversely affect net interest income, while a 
positive gap would tend to result in an increase in net interest income. 
During a period of falling interest rates, a negative gap would tend to 
result in an increase in net interest income, while a positive gap would tend 
to adversely affect net interest income. Because different types of assets 
and liabilities with the same or similar maturities may react differently to 
changes in overall market rates or conditions, changes in interest rates may 
affect net interest income positively or negatively even if an institution 
were perfectly matched in each maturity category.

Quantitative information regarding market risk has not changed significantly 
since December 31, 1998.




                                       11


<PAGE>


                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

From time to time, Atlantic Preferred Capital may be involved in routine 
litigation incidental to its business, including a variety of legal 
proceedings with borrowers, which would contribute to Atlantic Preferred 
Capital's expenses, including the costs of carrying non-performing assets. 
Atlantic Preferred Capital is not currently a party to any material 
proceedings.

ITEM 2.  CHANGES IN SECURITIES AND USES OF PROCEEDS

(a)      The Company's Board of Directors and stockholders approved the Amended
         and Restated Articles of Organization on January 28, 1999 affecting the
         dividend and liquidation rights of the holders of the Company's common
         stock and Series B preferred shares.

(b)      The Company closed its initial public offering of 1,260,000 Series A
         preferred shares on February 1, 1999 and sold an additional 156,130
         Series A preferred shares in connection with the underwriters' exercise
         of their overallotment option. The Series A preferred shares rank
         senior to the common stock and Series B preferred shares as to
         dividends and liquidation rights.

(c)      Not applicable.

(d)      On February 1, 1999, Atlantic Preferred Capital closed its IPO of
         1,260,000 Series A preferred shares. On February 12, 1999, Atlantic
         Preferred Capital sold an additional 156,130 Series A preferred shares
         in connection with the underwriters' exercise of their overallotment
         option. The IPO was made pursuant to a Registration Statement on Form
         S-11, originally filed with the Securities and Exchange Commission in
         November 4, 1998, as amended (Commission File No. 333-66677), which was
         declared effective on January 27, 1999. The IPO commenced on January
         28, 1999 and terminated shortly thereafter after the sale into the
         public market of all of the registered Series A preferred shares.

         The Series A preferred shares sold in the IPO were offered for sale in
         by a syndicate of underwriters represented by Friedman, Billings,
         Ramsey & Co., Inc., Advest, Inc and Janney Montgomery Scott Inc.

         The Company sold an aggregate of 1,416,130 shares Series A preferred
         stock (including 156,130 shares issued upon the exercise of the
         underwriters' overallotment option) in the IPO at a per share price of
         $10.00, for an aggregate offering price of $14,161,300. The Company
         paid approximately $566,500 in underwriting fees and discounts and an
         additional $900,000 in other expenses related to the IPO.

         The Series A preferred shares are not convertible into any other
         securities of the Company. The Series A preferred shares will be
         exchanged on a ten-for-one basis for preferred shares of Atlantic Bank
         if directed by the FDIC under certain circumstances.

         After deducting the expenses set forth above, the Company received
         approximately $12.7 million in net proceeds of the IPO. The Company
         used the proceeds to purchase additional loans from Atlantic Bank.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)      The stockholders of the Company voted by written consent in lieu of a
         special meeting effective January 28, 1999 (the "Consent").

(b)      Not applicable.

(c)      Pursuant to the Consent, the Company's stockholders approved the
         Company's Amended and Restated Articles of Organization, approved the
         Company's Amended and Restated By-laws, elected to opt out of the
         "Regulation of Control Share Acquisitions" and "Business Combinations
         with Interested Shareholders" provisions of the General Laws of the
         Commonwealth of Massachusetts, and adopted and ratified all prior
         actions taken by the incorporators, stockholders, directors and
         officers of the Company. The votes by the common stockholders for these
         proposals were unanimous, with no abstentions.



                                       12

<PAGE>


         The above described Amended and Restated Articles of Organization,
         among other things, (i) authorizes issuance of 1,449,000 shares of
         non-cumulative exchangeable preferred stock, Series A; (ii) authorizes
         issuance of 2,000,000 shares of undesignated preferred shares; (iii)
         authorizes issuance of 3,449,000 shares of excess preferred shares;
         (iv) amends Article IV regarding the number, rights and preferences of
         authorized stock; and (v) amends Article V regarding the limitations on
         the transfer and ownership of stock.

(d)      Not applicable.


ITEM 5.  OTHER INFORMATION

None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits required by Item 601 of Regulation S-K are set forth below.

EXHIBIT
  NO.                   EXHIBIT
------                  -------
  27              Financial Data Schedule

(b) No reports on Form 8-K were filed during the three months ended 
    March 31, 1999.















                                       13


<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.

                     ATLANTIC PREFERRED CAPITAL CORPORATION


Date: May 13, 1999                                By: /s/ Richard Wayne
                                                      ---------------------
                                                           Richard Wayne
                                                           President


Date: May 13, 1999                                By: /s/ John L. Champion
                                                      ---------------------
                                                          John L. Champion
                                                          Treasurer









                                       14