<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

[x] Annual report under Section 13 or 15(d) of the Securities Exchange
    Act of 
    For the fiscal year ended December 31, 1998
                              -----------------

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act 
    of 1934
     For the transition period from ___________________ to ___________________
                                        

Commission file number  333-43361
                       ------------

                          WESTERN RESERVE BANCORP, INC.
                          -----------------------------
                 (Name of Small Business Issuer in Its Charter)

                  Ohio                                   31-1566623
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

4015 Medina Road, Suite 100, Medina, Ohio                     44256
-----------------------------------------            -----------------------
(Address of Principal Executive Offices)                    (Zip Code)

                                 (330) 764-3131
                      ------------------------------------
                (Issuer's Telephone Number, Including Area Code)

      Securities registered under Section 12(b) of the Exchange Act: None.

         Securities registered under Section 12(g) of the Exchange Act:

                 Common Stock, no par value, $1.00 stated value
--------------------------------------------------------------------------------
                                (Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the Issuer was required to file such reports), and
(2) has been subject to such filing requirements for past 90 days.
                                Yes [x] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
regulation S-B contained in this form, and no disclosure will be contained, to
the best of Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [x]

The Issuer's gross revenues for its most recent fiscal year were $ 200,193.

The aggregate market value of the voting stock held by non-affiliates of the
Issuer as of March 24, 1999 was approximately $5,375,340. As of said date, the
Issuer had 320,267 shares of Common Stock issued and outstanding.

                      Documents incorporated by reference:
Part II--Portions of Registrant's 1998 Annual Report to Shareholders.
Part III--Portions of Registrant's 1998 Proxy Statement for Annual Meeting
          of Shareholders to be held April 28, 1999

   Transitional Small Business Disclosure Format (check one): Yes [ ] No [x]


                                 Page 1 of 21

<PAGE>   2


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS
         -----------------------
GENERAL

The Company, an Ohio corporation incorporated on February 25, 1997, is a bank
holding company that owns all of the capital stock of the Western Reserve Bank,
an Ohio state-chartered bank located in Medina, Ohio (the "Bank"). From the date
of the Company's inception through October 1998, the Company and the Bank
conducted no business other than matters incidental to their organization and
opening for business. On February 24, 1998, the Company commenced an initial
public offering (the "Offering") of up to 500,000 shares of its Common Stock
pursuant to a Registration Statement on Form SB-2 filed with the Securities and
Exchange Commission ("SEC") on February 12, 1998, as amended. The Offering was
concluded on July 1, 1998. A total of 320,267 shares of the Company's common
stock were sold, with proceeds, net of offering costs, of $6,368,499.
Approximately $5,800,000 of the proceeds was used to provide initial
capitalization for the Bank. The Bank commenced business on November 6, 1998.
The Company and the Bank currently maintain their offices at 4015 Medina Road,
Suite 100, Medina, Ohio 44256. The Company's telephone number is (330) 764-3131.

BUSINESS STRATEGY

In the past few years, many of the financial institutions in the Medina County
market area have been acquired by large regional organizations headquartered
outside of the area. As a result, the organizers believed that the competitive
and economic environment was right for a new, independent, locally owned and
managed bank to serve the financial needs of the residents and businesses in the
Medina area. The Company is a bank holding company within the meaning of the
Bank Holding Company Act of 1956, as amended. Currently, the only business the
Company is engaged in is the ownership of its wholly owned bank subsidiary,
Western Reserve Bank. However, in the future, the holding company structure
could provide flexibility for the expansion of the Company's business through
additional banking-related services which commercial banks are currently unable
to provide under current law.

The Bank offers a broad range of deposit services for consumers and businesses,
including noninterest-bearing and interest-bearing checking accounts, savings
and money market accounts, time certificates of deposit and individual
retirement accounts. The Bank engages in a full line of lending activities,
including commercial loans, consumer loans to individuals for household, family
and other personal expenditures, real estate loans, including first mortgage
loans, home equity loans and construction loans. While the Bank makes
residential mortgage loans, substantially all of such fixed-rate loans are sold
to a bank that specializes in serving the community bank mortgage market. The
Bank also offers other services, including credit, debit and ATM cards with
access to regional and national automated teller networks, safe deposit boxes,
cashiers checks, traveler's checks and an ATM.

Under applicable law, the Bank is permitted to make loans to individual
borrowers in aggregate amounts of up to 15 percent of the sum of the Bank's
total capital and allowance for loan losses. At December 31, 1998, the Bank's
legal lending limit was approximately $854,000. The Board of Directors has
established an "in-house" limit of $750,000. The Board may from time to time
raise or lower the "in-house" limit as it deems appropriate to comply with safe
and sound banking practices and respond to overall economic conditions. The
Company believes that the Bank's legal lending limit is adequate to satisfy the
credit needs of most of its clients. For credit needs that exceed the Bank's
legal lending limit, the Bank has the ability to participate with other banks to
meet the credit need. In such instances, the Bank intends to be the lead bank in
the loan arrangement.

The Bank's market area is competitive. There are many commercial banks,
savings institutions and credit unions with multiple offices in its primary
service area of Medina County. However, in the past few years, many of the
area's financial institutions have been acquired by large 



                                  Page 2 of 21
<PAGE>   3

regional organizations headquartered outside of the Medina area. As a result of
such consolidation, the Company believes that the competitive and economic
environment is right for a new, independent, locally owned and managed bank such
as Western Reserve Bank to serve the financial needs of Medina area residents
and businesses. The Bank also faces competition from finance companies,
insurance companies, mortgage companies, securities brokerage firms, money
market funds, loan production offices and other providers of financial services.

EMPLOYEES

At December 31, 1998, the Bank has 11 full-time and four part-time employees.
None of its employees are covered by a collective bargaining agreement. The
Company considers its employee relations to be excellent.


SUPERVISION AND REGULATION

GENERAL

Financial institutions and their holding companies are extensively regulated
under federal and state law. As a result, the growth and earnings performance of
the Company can be affected not only by management decisions and general
economic conditions, but also by the requirements of applicable state and
federal statutes and regulations and the policies of various governmental
regulatory authorities including, but not limited to, the Board of Governors of
the Federal Reserve System (the "FRB"), the Federal Deposit Insurance
Corporation (the "FDIC"), the Ohio Division of Financial Institutions (the
"Division"), the Internal Revenue Service and state taxing authorities and the
Securities and Exchange Commission (the "SEC"). The effect of such statutes,
regulations and policies can be significant, and cannot be predicted with a high
degree of certainty.

Federal and state laws and regulations generally applicable to financial
institutions such as the Company and the Bank regulate, among other things, the
scope of business, investments, reserves against deposits, capital levels
relative to operations, the nature and amount of collateral for loans, the
establishment of branches, mergers, consolidations and dividends. The system of
supervision and regulation applicable to the Company and the Bank establishes a
comprehensive framework for their respective operations and is intended
primarily for the protection of the FDIC's deposit insurance funds and the
depositors, rather than the shareholders, of financial institutions.

The following references to material statutes and regulations affecting the
Company and the Bank are brief summaries thereof and do not purport to be
complete, and are qualified in their entirety by reference to such statutes and
regulations. Any change in applicable law or regulations may have a material
effect on the business of the Company and the Bank.

THE COMPANY

GENERAL. The Company, as the sole stockholder of the Bank, is a bank holding
company. As a bank holding company, the Company is registered with, and is
subject to regulation by, the FRB under the Bank Holding Company Act of 1956
(the "BHCA") as amended. In accordance with FRB policy, the Company is expected
to act as a source of financial strength to the Bank and to commit resources to
support the Bank. Under the BHCA, the Company is subject to periodic examination
by the FRB and is required to file with the FRB periodic reports of its
operations and such additional information as the FRB may require. The Company
is also subject to regulation by the Division under Ohio law.

INVESTMENTS AND ACTIVITIES. Under the BHCA, a bank holding company must obtain
FRB approval before acquiring substantially all the assets of any bank or bank
holding company or ownership or control of any voting shares of any bank or bank
holding company if, after such acquisition, it would 


                                  Page 3 of 21
<PAGE>   4

own or control, directly or indirectly, more than five percent (5%) of the
voting shares of such bank or bank holding company.

The BHCA also prohibits, with certain limited exceptions, the Company from
acquiring direct or indirect ownership or control of more than 5% of the voting
shares of any company which is not a bank or bank holding company, and from
engaging in any business other than that of banking, managing and controlling
banks or furnishing services to banks and their subsidiaries. The principal
exception to this prohibition allows bank holding companies to engage in, and to
own shares of companies engaged in, certain businesses found by the FRB to be
"so closely related to banking ... as to be a proper incident thereto." Under
current regulations of the FRB, the Company is permitted to engage in, among
other activities, such banking-related activities as making or servicing loans
or certain types of leases; engaging in certain insurance and discount brokerage
activities; performing certain data processing services; acting in certain
circumstances as a fiduciary or investment or financial advisor; and making
investments in certain corporations or projects designed primarily to promote
community welfare. The Company has no present plans to engage in such
activities.

Bank holding companies are restricted in, and subject to, limitations regarding
transactions with subsidiaries and other affiliates. In addition, bank holding
companies and their subsidiaries are prohibited from engaging in certain
"tie-in" arrangements in connection with any extensions of credit, leases, sales
of property or furnishing of services.

Subject to certain restrictions, the Company will be able to borrow money to
make a capital contribution to the Bank and for other proper corporate purposes,
and such loans can be repaid from dividends paid by the Bank to the company.
There are no plans at the present time for the Company to borrow money under
such circumstances. The Company may also raise capital for the Bank and
otherwise by selling securities, as it did in its Offering.

Capital Requirements. Bank holding companies are required to maintain minimum
levels of capital in accordance with FRB capital adequacy guidelines. If capital
falls below minimum guideline levels, a bank holding company, among other
things, may be denied approval to acquire or establish additional banks or
non-bank businesses.

The FRB's capital guidelines establish the following minimum regulatory capital
requirements for bank holding companies: a risk-based requirement expressed as a
percentage of total risk-weighted assets, and a leverage requirement expressed
as a percentage of total assets. The risk-based requirement consists of a
minimum ratio of total capital to total risk-weighted assets of 8%, at least
one-half of which must be Tier 1 capital. The leverage requirement consists of a
minimum ratio of Tier 1 capital to total assets of 3% for the most highly rated
companies, with minimum requirements of 4% to 5% for all others. For purposes of
these capital standards, Tier 1 capital consists primarily of permanent
stockholders' equity less intangible assets (other than certain mortgage
servicing rights and purchased credit card relationships) and total capital
means Tier 1 capital plus certain other debt and equity instruments which do not
qualify as Tier 1 capital and a portion of the Company's allowance for loan and
lease losses.

The risk-based and leverage standards described above are minimum requirements,
and higher capital levels will be required if warranted by the particular
circumstances or risk profiles of individual banking organizations. For example,
the FRB's capital guidelines contemplate that additional capital may be required
to take adequate account of, among other things, interest rate risk, or the
risks posed by concentrations of credit, nontraditional activities or securities
trading activities. Further, any banking organization experiencing or
anticipating significant growth would be expected to maintain capital ratios,
including tangible capital positions (i.e., Tier 1 capital less all intangible
assets), well above the minimum levels.


                                  Page 4 of 21
<PAGE>   5

Under the FRB's guidelines, the capital standards described above apply on a
consolidated basis to bank holding companies that have more than $150 million in
total consolidated assets, but generally apply on a bank-only basis to bank
holding companies, like the Company, that have less than $150 million in total
consolidated assets.

Dividends. The ability of the Company to obtain funds for the payment of
dividends and for other cash requirements will be largely dependent on the
amount of dividends which may be declared by its subsidiary, the Bank.
Generally, an Ohio state-chartered bank may not declare a dividend without the
approval of the Division, if the total of dividends declared by such bank in a
calendar year exceeds the total of its net profits for that year, combined with
its retained profits of the preceding two years. In addition, state-chartered
banks are subject to dividend regulation by the primary federal bank regulatory
agency in connection with general supervisory authority as it relates to a
bank's requirement to maintain adequate capital (See "Capital" above.)

THE BANK

GENERAL. The Bank is an Ohio-chartered bank and member of the Federal Reserve
System. The Bank is therefore regulated by the Division as well as the Board of
Governors of the Federal Reserve System. The regulatory agencies have the
authority to regularly examine the Bank and the Bank will be subject to the
regulations promulgated by its supervisory agencies. In addition, the deposits
of the Bank are insured by the FDIC to the fullest extent permitted by law and,
therefore, the Bank is subject to FDIC regulations.

DEPOSIT INSURANCE. As an FDIC-insured institution, the Bank is required to pay
deposit insurance premium assessments to the FDIC. The FDIC has adopted a
risk-based assessment system under which all insured depository institutions are
placed into one of nine categories and assessed insurance premiums based upon
their respective levels of capital and results of supervisory evaluations.
Institutions classified as well-capitalized (as defined by the FDIC) and
considered healthy pay the lowest premium while institutions that are less than
adequately capitalized (as defined by the FDIC) and considered of substantial
supervisory concern pay the highest premium. Risk classification of all insured
institutions is made by the FDIC for each semi-annual assessment period.

For the year ended December 31, 1998, Bank Insurance Fund ("BIF") assessments
ranged from 0% of deposits to 0.27% of deposits. For the semi-annual assessment
period beginning January 1, 1999, BIF assessment rates will continue to range
from 0% of deposits to 0.27% of deposits. Because the bank is "well capitalized"
for purposes of its deposit insurance premiums, it expects its initial annual
FDIC premium to be the statutory minimum.

The FDIC may terminate the deposit insurance of any insured depository
institution if the FDIC determines, after a hearing, that the institution has
engaged or is engaging in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, order, or any condition imposed in writing by, or written agreement
with, the FDIC. The FDIC may also suspend deposit insurance temporarily during
the hearing process for a permanent termination of insurance if the institution
has no tangible capital. Management of the Company is not aware of any activity
or condition that could result in termination of the deposit insurance of the
Bank.

FICO ASSESSMENTS. Since 1987, a portion of the deposit insurance assessments
paid by SAIF members has been used to cover interest payments due on the
outstanding obligations of the FICO, the entity created to finance the
recapitalization of the Federal Savings and Loan Insurance Corporation, the
SAIF's predecessor insurance fund. Pursuant to federal legislation enacted
September 30, 1996, commencing January 1, 1997, both SAIF members and BIF
members became subject to assessments to cover the interest payments on
outstanding FICO obligations. Such FICO assessments are in addition to amounts
assessed by the FDIC for deposit insurance. During the year ended December 31,
1998 the FICO assessment rate for SAIF members was approximately 0.063% of
deposits while the FICO assessment 


                                  Page 5 of 21
<PAGE>   6

rate for BIF members was approximately 0.013% of deposits. During the year ended
December 31, 1998 the Bank paid no FICO assessments. Management expects to be
subject to FICO assessments beginning in 1999.

CAPITAL REQUIREMENTS. The Federal Reserve, Division and FDIC require banks and
holding companies to maintain minimum capital ratios. The "risk-adjusted"
capital guidelines for the Bank and the Company involve a mathematical process
of assigning various risk weights to different classes of assets, then
evaluating the sum of the risk-weighted balance sheet structure against the
Bank's and Company's capital base. The rules set the minimum guidelines for the
ratio of capital to risk-weighted assets (including certain off-balance sheet
activities, such as standby letters of credit) at 8%. Tier 1 Capital is
comprised of common equity, retained earnings, and a limited amount of perpetual
preferred stock less certain intangible items. At least half of the total
capital is to be Tier 1 Capital. The remainder may consist of a limited amount
of subordinated debt, other preferred stock, and a portion of the loan loss
reserves (not to exceed 1.25% of risk-weighted assets). The Bank anticipates
maintaining capital at a level sufficient to be classified as "well capitalized"
pursuant to the Federal Reserve guidelines.

In addition, the federal banking regulatory agencies have adopted leverage
capital guidelines for banks and bank holding companies. Under these guidelines,
banks and bank holding companies must maintain a minimum ratio of three percent
(3%) Tier 1 Capital to total assets. However, most banking organizations are
expected to maintain capital ratios well in excess of the minimum level and
generally must keep their Tier 1 ratio at or above 5%.
The Bank intends to maintain capital well above the regulatory minimum.

The capital requirements described above are minimum requirements. Higher
capital levels will be required if warranted by the particular circumstances or
risk profiles of individual institutions. For example, the regulations of the
FDIC provide that additional capital may be required to take adequate account
of, among other things, interest rate risk or the risks posed by concentrations
of credit, nontraditional activities or securities trading activities.

Pursuant to the Federal Reserve Bank's approval of Western Reserve Bank's
application for membership in the Federal Reserve System, the Bank is required
to maintain its Tier 1 tangible capital ratios at a minimum of 9.0% for its
first three years of operation. As of December 31, 1998, the Bank exceeded its
minimum regulatory capital requirements with a total risk-based capital ratio of
150.0%, a Tier 1 risk-based capital ratio of 150.0% and a leverage ratio of
60.8%. These ratios are expected to decrease to more normal levels as the Bank
increases its assets through normal banking operations in 1999 and beyond.

Federal law provides the federal banking regulators with broad power to take
prompt corrective action to resolve the problems of undercapitalized
institutions. The extent of the regulators' powers depends on whether the
institution in question is "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized." Depending upon the capital category to which an institution
is assigned, the regulators' corrective powers include: requiring the submission
of a capital restoration plan; placing limits on asset growth and restrictions
on activities; requiring the institution to issue additional capital stock
(including additional voting stock) or to be acquired; restricting transactions
with affiliates; restricting the interest rate the institution may pay on
deposits; ordering a new election of directors of the institution; requiring
that senior executive officers or directors be dismissed; prohibiting the
institution from accepting deposits from correspondent banks; requiring the
institution to divest certain subsidiaries; prohibiting the payment of principal
or interest on subordinated debt; and ultimately, appointing a receiver for the
institution. Management of the Company is not aware of any activity or condition
that could result in the aforementioned sanctions.

DIVIDENDS. Ohio law prohibits the Bank from paying dividends in an amount
greater than the total of its net profits for that year, combined with its
retained profits of the preceding two years without the prior approval of the
Division. The payment of dividends by any financial institution or its holding


                                  Page 6 of 21
<PAGE>   7
company is also affected by the requirement to maintain adequate capital
pursuant to applicable capital adequacy guidelines and regulations, and a
financial institution generally is prohibited from paying any dividends if,
following payment thereof, the institution would be undercapitalized. As
described above, the Bank exceeded its minimum capital requirements under
applicable guidelines as of December 31, 1998. However, since the Bank has, to
date, not recorded a profit, as of December 31, 1998, $-0- was available to be
paid as dividends to the Company by the Bank. Additionally, as a condition of
its approval to commence operations, the Bank is prohibited from paying
dividends to the Corporation for a period of three (3) years without prior
written non-objection from the Board of Governors of the Federal Reserve .

ADDITIONAL REGULATION. The Bank is also subject to federal regulation as to such
matters as required reserves, limitations as to the nature and amount of its
loans and investments, regulatory approval of any merger or consolidation,
issuance or retirement by the Bank of its own securities, limitations upon the
payment of dividends and other aspects of banking operations. In addition, the
activities and operations of the Bank are subject to a number of addition
detailed, complex and sometimes overlapping laws and regulations. These include
state usury and consumer credit laws, state laws relating to fiduciaries, the
Federal Truth-in-Lending Act and Regulation Z, the Federal Equal Credit
Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Truth in
Savings Act, the Community Reinvestment Act, antiredlining legislation and
antitrust laws.

INSIDER TRANSACTIONS. The Bank is subject to certain restrictions imposed by the
Federal Reserve Act on extensions of credit by the Company and its subsidiary,
on investments in the stock or other securities of the Company and its
subsidiary and the acceptance of the stock or other securities of the Company or
its subsidiary as collateral for loans. Certain limitations and reporting
requirements are also placed on extensions of credit by the Bank to its
directors and officers, to directors and officers of the Company and its
subsidiary, to principal stockholders of the Company, and to "related interests"
of such directors, officers and principal stockholders. In addition, federal law
and regulations may affect the terms upon which any person becoming a director
or officer of the Company or its subsidiary or a principal stockholder of the
Company may obtain credit from banks with which the Bank maintains a
correspondent relationship.

SAFETY AND SOUNDNESS STANDARDS. The federal banking agencies have adopted
guidelines that establish operational and managerial standards to promote the
safety and soundness of federally insured depository institutions. The
guidelines set forth standards for internal controls, information systems,
internal audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation, fees and benefits, asset quality and
earnings. In general, the guidelines prescribe the goals to be achieved in each
area, and each institution is responsible for establishing its own procedures to
achieve those goals. If an institution fails to comply with any of the standards
set forth in the guidelines, the institution's primary federal regulator may
require the institution to submit a plan for achieving and maintaining
compliance. The preamble to the guidelines states that the agencies expect to
require a compliance plan from an institution whose failure to meet one or more
of the guidelines is of such severity that it could threaten the safety and
soundness of the institution. Failure to submit an acceptable plan, or failure
to comply with a plan that has been accepted by the appropriate federal
regulator, would constitute grounds for further enforcement action.

BRANCHING AUTHORITY. Ohio banks, such as the Bank, have the authority under Ohio
law to establish branches anywhere in the State of Ohio, subject to receipt of
all required regulatory approvals.

In May 1997 Ohio adopted the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Act") which allows banks to establish
interstate branch networks through acquisitions of other banks, subject to
certain conditions, including certain limitations on the aggregate amount of
deposits that may be held by the surviving bank and all of its insured
depository institution affiliates. The establishment of de novo interstate
branches or the acquisition of individual branches of a bank in another state
(rather than the acquisition of an out-of-state bank in its entirety) is allowed
by the Riegle-


                                  Page 7 of 21
<PAGE>   8

Neal Act and authorized by Ohio law. Management currently has no plans to
establish any branch offices.


FEDERAL RESERVE SYSTEM. FRB regulations, as presently in effect, require
depository institutions to maintain noninterest earning reserves against their
transaction accounts (primarily NOW and regular checking accounts), as follows:
for transaction accounts aggregating $47.8 million or less, the reserve
requirement is 3% of total transaction accounts; and for transaction accounts
aggregating in excess of $47.8 million, the reserve requirement is $1.434
million plus 10% of the aggregate amount of total transaction accounts in excess
of $47.8 million. The first $4.7 million of otherwise reservable balances are
exempted from the reserve requirements. These reserve requirements are subject
to annual adjustment by the FRB. In 1998, the Bank was not yet subject to the
foregoing requirements. The Bank expects to be subject to these requirements in
1999.


PENDING LEGISLATION. Legislation is pending in the Congress that would allow
bank holding companies to engage in a wider range of nonbanking activities,
including greater authority to engage in securities and insurance activities.
Congress also regularly considers legislation that may have an impact upon the
operations of the Company and Bank. At this time, the Company is unable to
predict whether any proposed legislation will be enacted and, therefore, is
unable to predict the impact such legislation may have on the operations of the
Company and the Bank.





                                  Page 8 of 21
<PAGE>   9


ITEM 1.  BUSINESS-STATISTICAL DISCLOSURE
         -------------------------------

I.     DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST 
       RATES AND INTEREST DIFFERENTIAL

       A. The following are the average balance sheets for the years ending
          December 31:

<TABLE>
<CAPTION>

                                                       ----------------------------1998--------------------------
                                                                                   ----
                                                          Average                                       Average
                                                          Balance                Interest                Rate
                                                          -------                --------                ----
<S>                                                     <C>                     <C>                       <C>  
ASSETS
Interest-earning assets
     Federal funds sold                                 $   76,096              $    3,709                4.87%
     Interest-bearing deposits in other
       financial institutions                            3,601,472                 187,234                5.20
     Federal Reserve Bank stock                             25,273                   1,566                6.20
     Loans receivable (1)                                   54,100                   4,360                8.06
                                                        ----------              ----------
        Total interest-earning assets                    3,756,941                 196,869                5.24

Noninterest-earning assets
     Cash and due from banks                                81,219
     Allowance for loan losses                                (213)
     Premises and equipment, net                            77,369
     Accrued interest receivable and
       other assets                                        134,841
                                                        ----------

                                                        $4,050,157
                                                        ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities
     Savings, NOW and money markets                     $  386,257              $   16,509                4.27%
     Certificates of deposits                               37,573                   1,706                4.54
                                                        ----------              ----------
        Total interest-bearing liabilities                 423,810                  18,215                4.30%
                                                                                ----------

Noninterest-bearing liabilities
     Demand deposits                                        73,375
     Accrued interest payable and
       other liabilities                                   559,355
                                                        ----------
                                                         1,056,560

Shareholders' equity                                     2,993,597
                                                        ----------

                                                        $4,050,157
                                                        ==========

Net interest income/spread                                                      $  178,654                0.94%
                                                                                ==========           =========

Net interest income as a percent
  of average interest earning assets                                                                      4.76%
                                                                                                     =========
</TABLE>


(1)  Loan fees of $2,025 were excluded from the computation.

                                  Page 9 of 21
<PAGE>   10


I.     DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST
       RATES AND INTEREST DIFFERENTIAL (Continued)

<TABLE>
<CAPTION>
                                                     ------------------------------1997--------------------------
                                                          Average                                       Average
                                                          Balance                Interest                Rate
                                                          -------                --------                ----
<S>                                                  <C>                         <C>                      <C>  
ASSETS
Interest-earning assets
     Interest-bearing deposits in other
        financial institutions                       $      29,093               $  1,114                 3.83%
                                                     -------------               --------
        Total interest-earning assets                       29,093                  1,114                 3.83%

Noninterest-earning assets
     Cash and due from banks                                   944
     Accrued interest receivable and
       other assets                                         29,041
                                                     -------------
                                                     $      59,078
                                                     =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities
     Deposits                                        $           0               $      0                    n/a
                                                     -------------               --------                       
        Total interest-bearing liabilities                       0                      0                    n/a
                                                                                 --------

Noninterest-bearing liabilities
     Accrued interest payable and
       other liabilities                                       542
                                                     -------------
                                                               542

Shareholders' equity                                        58,536
                                                     -------------

                                                     $      59,078
                                                     =============

Net interest income/spread                                                       $  1,114                 3.83%
                                                                                 ========            =========

Net interest income as a percent
  of average interest earning assets                                                                      3.83%
                                                                                                     =========
</TABLE>




                                 Page 10 of 21
<PAGE>   11


I.     DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST
       RATES AND INTEREST DIFFERENTIAL (Continued)

       B.  The following tables set forth the effect of volume and rate changes
           on interest income and expense for the periods indicated. For
           purposes of these tables, changes in interest due to volume and rate
           were determined as follows:

           Volume Variance - change in volume multiplied by the previous year's
           rate. Rate Variance - change in rate multiplied by the previous
           year's volume.
           Rate/Volume Variance - change in volume multiplied by the change in
           rate. This variance was allocated to volume variance and rate
           variance in proportion to the relationship of the absolute dollar
           amount of the change in each.

<TABLE>
<CAPTION>

                                                                  
                                                                   Total             Variance Attributable To
                                                                  Variance           ------------------------
                                                                  1998/1997          Volume               Rate
                                                                  ---------          ------               ----
<S>                                                           <C>                <C>               <C>             
INTEREST INCOME
     Federal funds sold                                       $        3,709     $        3,709    $              -
     Interest-bearing deposits in other
        financial institutions                                       186,120            137,082              49,038
     Federal Reserve Bank stock                                        1,566              1,566                   -
     Loans receivable                                                  4,360              4,360                   -
                                                              --------------     --------------    ----------------
                                                                     195,755            146,717              49,038

INTEREST EXPENSE
     Savings, NOW and money markets                                   16,509             16,509                   -
     Certificates of deposits                                          1,706              1,706                   -
                                                              --------------     --------------    ----------------
                                                                      18,215             18,215                   -
                                                              --------------     --------------    ----------------

NET INTEREST INCOME                                           $      177,540     $      128,502    $         49,038
                                                              ==============     ==============    ================
</TABLE>



II.    INVESTMENT PORTFOLIO

       Neither the Company nor the Bank had any investment securities at
       December 31, 1998 or 1997.





                                 Page 11 of 21
<PAGE>   12


III.     LOAN PORTFOLIO


       A.  Types of Loans - Total loans on the balance sheet are comprised of
           the following classifications at December 31, 1998.  There
           were no loans outstanding at December 31, 1997.
<TABLE>
<CAPTION>
                                                                       1998
                                                                       ----
<S>                                                                 <C>      
           Commercial                                               $ 481,609
           Home equity lines of credit                                122,311
           Installment and credit card loans to individuals           261,177
                                                                    ---------
                                                                    $ 865,097
                                                                    =========
</TABLE>

           CONCENTRATIONS OF CREDIT RISK: The Company grants commercial,
           residential real estate mortgage and installment loans to individuals
           mainly in Medina and contiguous counties in Ohio. Commercial loans
           include loans collateralized by business assets. Commercial loans
           make up approximately 56% of the loan portfolio and the loans are
           expected to be repaid from cash flow from operations of businesses.
           Home equity lines of credit make up approximately 14% of the loan
           portfolio and are collateralized by residential real estate.
           Installment loans to individuals make up approximately 30% of the
           loan portfolio and are primarily collateralized by consumer assets.

       B.  Maturities and Sensitivities of Loans to Changes in Interest Rates -
           The following table shows the amounts of commercial loans outstanding
           as of December 31, 1998 which, based on remaining scheduled
           repayments of principal, are due in the periods indicated. Also, the
           amounts have been classified according to sensitivity to changes in
           interest rates for commercial loans due after one year.
           (Variable-rate loans are those loans with floating or adjustable
           interest rates.)

<TABLE>
<CAPTION>
                                            Maturing                  Commercial
                                            --------                  ----------

<S>                                                                    <C>      
           Within one year                                             $  60,656
           After one year but within five years                          420,953
           After five years                                                    0
                                                                       ---------
                                                                       $ 481,609
                                                                       ---------
</TABLE>

<TABLE>
<CAPTION>

                                                               Commercial Loan Interest Sensitivity
                                                               ------------------------------------
                                                            Fixed            Variable
                                                            Rate               Rate               Total
                                                            ----               ----               -----
<S>                                                     <C>                 <C>                <C>        
           Due after one year but
             within five years                          $   340,953         $   80,000         $   420,953
           Due after five years                                   0                  0                   0
                                                        -----------         ----------         -----------

                                                        $   340,953         $   80,000         $   420,953
                                                        ===========         ==========         ===========
</TABLE>




                                 Page 12 of 21
<PAGE>   13


III.   LOAN PORTFOLIO (Continued)

       C.  Risk Elements
           -------------

              1.  Nonaccrual, Past Due, Restructured and Impaired Loans - The
                  following schedule summarizes nonaccrual, past due,
                  restructured and impaired loans at December 31.

<TABLE>
<CAPTION>
                                                                                     1998
                                                                                     ----

<S>                                                                               <C>   
                  (a)    Loans accounted for on a nonaccrual basis                $    -

                  (b)    Accruing loans which are contractually past due 90
                         days or more as to interest or principal payments             -

                  (c)    Loans not included in (a) or (b) which are "Troubled
                         Debt Restructurings" as defined by
                         Statement of Financial Accounting Standards No. 15            -

                  (d)    Other loans defined as "impaired"                             -
                                                                                  ------
                                                                                  $    -
                                                                                  ------ 
</TABLE>

                  Management believes the allowance for loan losses at December
                  31, 1998 is adequate to absorb any losses on nonperforming
                  loans, as the allowance balance is maintained by management at
                  a level considered adequate to cover losses that are currently
                  anticipated based on past loss experience, general economic
                  conditions, information about specific borrower situations
                  including their financial position and collateral values, and
                  other factors and estimates which are subject to change over
                  time.

<TABLE>
<CAPTION>
                                                                                        1998
                                                                                        ----
                                                                                   (In thousands)
<S>                                                                                   <C>      
                  Gross interest income that would have been recorded in 1998 on
                  nonaccrual loans outstanding at December 31, 1998 if the loans
                  had been current, in accordance with their original terms and
                  had been outstanding throughout the period or since
                  origination if held for part of the period                          $       -

                  Interest  income  actually  recorded on  nonaccrual  loans and
                  included in net income for the period                                       -
                                                                                      ---------

                  Interest income not recognized during the period
                                                                                      $       -
                                                                                      ---------
</TABLE>



                                 Page 13 of 21
<PAGE>   14


III.   LOAN PORTFOLIO (Continued)

                  Discussion of the Nonaccrual Policy

                  The accrual of interest income is discontinued when the
                  collection of a loan or interest, in whole or in part, is
                  doubtful. When interest accruals are discontinued, interest
                  income accrued in the current period is reversed. While loans
                  which are past due 90 days or more as to interest or principal
                  payments are considered for nonaccrual status, management may
                  elect to continue the accrual of interest when the estimated
                  net realizable value of collateral, in management's judgment,
                  is sufficient to cover the principal balance and accrued
                  interest.

              2.  Potential Problem Loans

                  As of December 31, 1998, in addition to the $-0- of loans
                  reported under Item III, C.1., there are $-0- in other
                  outstanding loans where known information about possible
                  credit problems of the borrowers causes management to have
                  serious doubts as to the ability of such borrowers to comply
                  with the present loan repayment terms and which may result in
                  disclosure of such loans pursuant to Item III. C.1 at some
                  future date. There were no loans classified for regulatory
                  purposes as loss, doubtful, substandard, or special mention
                  that have not been disclosed in Section 1 above. 

              3.  Foreign Outstandings

                  None

              4.  Loan Concentrations

                  None

       D.  Other Interest-Bearing Assets
           -----------------------------

           There are no other interest-bearing assets as of December 31, 1998
           which would be required to be disclosed under Item III. C.1 or 2 if
           such assets were loans.




                                 Page 14 of 21
<PAGE>   15


IV.   SUMMARY OF LOAN LOSS EXPERIENCE

       A.  The following schedule presents an analysis of the allowance for loan
           losses, average loan data and related ratios for the year ended
           December 31:

<TABLE>
<CAPTION>
                                                                          1998
                                                                          ----
        LOANS
<S>                                                                     <C>     
                Loans outstanding at end of period                      $865,097
                                                                        ========

                Average loans outstanding during period                 $ 54,100
                                                                        ========

        ALLOWANCE FOR LOAN LOSSES

                Balance at beginning of period                          $     -

                Loans charged-off
                    Commercial                                                -
                    Residential real estate mortgage                          -
                    Installment loans to individuals                          -
                                                                        -------
                                                                              -
                Recoveries of loans previously charged-off
                    Commercial                                                -
                    Residential real estate mortgage                          -
                    Installment loans to individuals                          -
                                                                        -------
                                                                              -
                                                                        -------

        Net loans charged-off                                                 -

        Provision for loan losses                                        11,700
                                                                        -------

        Balance at end of period                                        $11,700
                                                                        =======

        Ratio of net charge-offs during the period to
          average loans outstanding during the period                        -%
                                                                        =======
</TABLE>

           The allowance for loan losses balance and the provision for loan
           losses are judgmentally determined by management based upon periodic
           reviews of the loan portfolio. In addition, management considered the
           level of charge-offs on loans as well as the fluctuations of
           charge-offs and recoveries on loans including the factors which
           caused these changes. Estimating the risk of loss and the amount of
           loss is necessarily subjective. Accordingly, the allowance is
           maintained by management at a level considered adequate to cover
           losses that are currently anticipated based on past loss experience,
           general economic conditions, information about specific borrower
           situations including their financial position and collateral values
           and other factors and estimates which are subject to change over
           time.



                                 Page 15 of 21
<PAGE>   16


IV.    SUMMARY OF LOAN LOSS EXPERIENCE (Continued)

       B.  The following schedule is a breakdown of the allowance for loan
           losses allocated by type of loan and related ratios.

<TABLE>
<CAPTION>
                                                                                       December 31, 1998
                                                                                  Allocation of the Allowance
                                                                             -----------for Loan Losses------------
                                                                                               Percentage of Loans
                                                                                                In Each Category
                                                                                Allowance           to Total
                                                                                 Amount               Loans
                                                                                 ------               -----

<S>                                                                          <C>                        <C>  
           Commercial                                                        $    6,983                 55.7%
           Home equity lines of credit                                              612                 14.1
           Installment and credit card loans to individuals                       3,922                 30.2
           Unallocated                                                              183                    -
                                                                             ----------          -----------

                                                                             $   11,700                100.0%
                                                                             ==========          ===========
</TABLE>

           While management's periodic analysis of the adequacy of the allowance
           for loan losses may allocate portions of the allowance for specific
           problem loan situations, the entire allowance is available for any
           loan charge-offs that occur.


V.     DEPOSITS

             The average amount of deposits and average rates paid are
       summarized as follows for the year ended December 31:

<TABLE>
<CAPTION>
                                                                1998
                                                                ----
                                                        Average       Average
                                                        Amount         Rate
                                                        ------         ----
                                                       (Dollars in thousands)

<S>                                                    <C>             <C>  
       Savings, NOW and money markets                  $386,257        4.27%
       Certificates of deposits                          37,573        4.54
       Demand deposits (noninterest-bearing)             73,375           -
                                                       --------
                                                       $497,205        3.66%
                                                       ========
</TABLE>

       At December 31, 1998, the Bank had one time certificate of deposit of
       $100,000 or more outstanding, totaling $100,395, which matures in
       November 1999.




                                 Page 16 of 21
<PAGE>   17


VI.      RETURN ON EQUITY AND ASSETS

       The ratio of net income (loss) to average shareholders' equity and
       average total assets and certain other ratios are as follows:

<TABLE>
<CAPTION>
                                                        1998            1997
                                                        ----            ----

<S>                                                   <C>            <C>     
        Average total assets                          $4,050,157     $ 59,078
        Average shareholders' equity                  $2,993,597     $ 58,536
        Net loss                                      $ (620,952)    $(55,669)
        Return on average total assets                     (15.3)%      (94.2)%
        Return on average shareholders' equity             (20.7)%      (95.1)%
        Cash dividends declared                       $     0.00     $   0.00
        Dividend payout percentage                           n/a          n/a
        Average shareholders'                                      
          equity to average total assets                   73.9%         99.1%
</TABLE>

VII.    SHORT-TERM BORROWINGS

        The Company did not have any category of short-term borrowings during or
        at the end of the reported periods.


ITEM 2.  DESCRIPTION OF PROPERTY
         -----------------------

The Company leases premises for the Bank's main office at 4015 Medina Road,
Suite 100, Medina, Ohio, which also serve as the Company's corporate
headquarters. The leased premises consist of approximately 7,884 square feet of
a three-story multi-tenant brick building constructed in 1998 with ample
parking. The building is located on State Route 18, a major thoroughfare in
Medina, approximately 1.5 miles west of Interstate 71 and 1 mile east of
downtown Medina.

The lease for the building has a primary term of ten years with options for two
five-year extensions. Under the lease, the aggregate lease payment was $17,411
for the last two months in 1998. The annual lease payment for the first year of
the lease is $104,463, subject to increases each subsequent year. The facility
is leased under an operating lease from a member of the Board of Directors.
Refer to Note 4 on page 11 of the Company's 1998 Annual Report to Shareholders
(incorporated herein by reference) for additional discussion about the lease.

The Bank has five interior teller stations (two of which are sit-down teller
desks, and three of which are traditional stand-up teller counters), a two-lane
drive-through, a drive-up ATM and a night depository facility. The Company
believes the facility will be adequate to meet the needs of the Company and the
Bank for the foreseeable future.


ITEM 3.  LEGAL PROCEEDINGS
         -----------------

The Company is not aware of any legal proceedings against it or the Bank.


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

No matters were submitted to a vote of the Company's security holders during the
fourth quarter of 1998.



                                 Page 17 of 21
<PAGE>   18


                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
         ---------------------------------------------------------

The Company's Common Stock was held by approximately 418 holders of record as of
March 24, 1999, and is quoted on the OTC Bulletin Board. It has not yet been
assigned a symbol. To date there has been no regular and liquid market for the
common stock, and there can be no assurance that a regular and liquid trading
market will develop in the foreseeable future.

The Company is not aware of any transactions in its common stock since its stock
offering which closed on July 1, 1998. All shares were sold at $20.00 per share
in the Offering. Certain other private transactions may have occurred during the
periods indicated of which the Company has no knowledge.

No cash or other dividends were declared or paid during the fiscal year ended
December 31, 1998 or the period from February 25, 1997 through December 31,
1997. The Company expects that all Company and Bank earnings, if any, will be
retained to finance the growth of the Company and the Bank and that no cash
dividends will be paid for the foreseeable future. If and when dividends are
declared, the Company will probably be largely dependent upon dividends paid by
the Bank for funds to pay dividends on the Common Stock. It is also possible,
however, that the Company could pay dividends in the future generated from
investment income and other activities of the Company.

Under Ohio law, the Bank will be restricted as to the maximum amount of
dividends it may pay on its Common Stock. For additional discussion regarding
dividend restrictions, please refer to the discussion regarding Supervision and
Regulation in Part I of this Form 10-KSB.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF 
         ----------------------------------------------------------------------
         OPERATION
         ---------

The information on pages 24-29 of the Company's 1998 Annual Report to
Shareholders under the caption "Management's Discussion and Analysis" is
incorporated by reference.


ITEM 7.  FINANCIAL STATEMENTS
         --------------------

The following financial statements and related notes from the 1998 Annual Report
to Shareholders are incorporated by reference:

<TABLE>
<CAPTION>
                                                                 Annual Report
                                                                   Page No.
                                                                   --------

<S>                                                                <C> 
Report of Independent Auditors                                       2
Consolidated Balance Sheets                                          3
Consolidated Statements of Income                                    4
Consolidated Statements of Changes in Shareholders' Equity           5
Consolidated Statements of Cash Flows                                6
Notes to Consolidated Financial Statements                         7-22
</TABLE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         --------------------------------------------------------------- 
         FINANCIAL DISCLOSURE
         --------------------

None.




                                 Page 18 of 21
<PAGE>   19


                                    PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
         -------------------------------------------------------------
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
         -------------------------------------------------

A.       Directors. The information on pages 5-7 of the Company's 1998 proxy
         statement under the caption "Election of Directors" is incorporated by
         reference.

B.       Executive Officers. The Company's executive officers who are not also
         directors are as follows:

BRIAN K. HARR, age 35, Senior Vice President of the Company and Senior Vice
President, Senior Lender of the Bank, served as Vice President, Business Banking
Manager of Bank One, Charleston, West Virginia from October, 1997 until joining
the company. Prior to that assignment, Mr. Harr served as Assistant Vice
President, Relationship Manager for Bank One, Columbus, Ohio from October 1994
until October 1997.

CYNTHIA A. MAHL, age 38, Senior Vice President, Secretary and Treasurer of the
Company and Senior Vice President, Secretary, Treasurer, Chief Financial Officer
and Senior Operations Officer of the Bank, was employed by PremierBank & Trust
located in Elyria, Ohio since 1985. From 1993 she served as its Vice President
and Controller until joining the Company in June 1998.


ITEM 10.  EXECUTIVE COMPENSATION
          ----------------------

The information on pages 9-10 of the 1998 Proxy Statement under the caption
"Executive Compensation" is incorporated by reference.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          --------------------------------------------------------------

The information on page 4 of the 1998 Proxy Statement, under the caption
"Security Ownership of Certain Beneficial Owners" in incorporated by reference.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

The information on page 11 of the 1998 Proxy Statement under the caption
"Transactions with Management and Others" is incorporated by reference.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

(a)(1)   Index to Financial Statements--See Part II, Item 7, Financial 
         Statements

(a)(2)   Schedule of Exhibits--The Exhibit Index which immediately follows the
         signature page to this Form 10-KSB is incorporated by reference. The
         exhibits required to be filed with this Form 10-KSB are included with
         this Form 10-KSB and are located immediately following the Exhibit
         Index to this Form 10-KSB.

(b)      Reports on Form 8-K--The Company did not file any Current Reports on
         Form 8-K during the fourth quarter of 1998.



                                 Page 19 of 21
<PAGE>   20

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, as amended, the
Issuer caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on March 31, 1999.

                             WESTERN RESERVE BANCORP, INC.

                             By: /s/ Edward J. McKeon
                                ------------------------------------------------
                                  Edward J. McKeon, President, Chief
                                  Executive Officer and Director

                             By: /s/ Cynthia A. Mahl
                                ------------------------------------------------
                                  Cynthia A. Mahl,  Principal Financial Officer
                                  and Accounting Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Issuer and in the capacities noted below and
on March 31, 1999.



         /s/ P.M. Jones                           /s/ Edward J. McKeon
         ----------------------------------       ------------------------------
         P.M. Jones, Chairman of the Board        Edward J. McKeon, President, 
                                                  Chief Executive Officer and 
                                                  Director

         /s/ Ray E. Laribee                       /s/ Rory H. O'Neil
         ----------------------------------       ------------------------------
         Ray E. Laribee, Director                 Rory H. O'Neil, Director

         /s/ Hal Nichols, Director                /s/ Michael R. Rose
         ----------------------------------       ------------------------------
         R. Hal Nichols, Director                 Michael R. Rose, Director
                                            
                                            

        
               
               





                                 Page 20 of 21
<PAGE>   21


                          WESTERN RESERVE BANCORP, INC.
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                                                      Sequential
  Exhibit No.                                Description of Exhibits                                 Page Number

<S>                <C>                                                                                   <C>
      3.1          Certificate of Incorporation of Western Reserve Bancorp, Inc.                          *

      3.2          Bylaws of Western Reserve Bancorp, Inc.                                                *

      4.0          Stock Certificate of Western Reserve Bancorp, Inc.                                     *

     10.1          Employment Contract of Edward J. McKeon                                                *

     10.2          Lease Agreement by and between Michael Rose DBA Washington                            < >
                   Properties and Western Reserve Bancorp, Inc.

     10.3          Western Reserve Bancorp, Inc. 1998 Stock Option Plan                                  < >

     13.1          Annual Report to Shareholders (Except for sections  incorporated by reference          ()
                   into this Form 10-KSB,  the Annual Report to Shareholders shall not be deemed
                   to be "filed" with the Commission.)

     21.1          Subsidiary of Western Reserve Bancorp, Inc.                                            ()

     27.1          Financial Data Schedule                                                                **

     99.1          Proxy  Statement and form of proxy for the Annual Meeting of  Shareholders to           *
                   be held April 28, 1999. (Except for sections incorporated by reference into 
                   this Form 10-KSB, the proxy materials shall not be deemed to be "filed" with 
                   the Commission.)
</TABLE>


* Previously filed and incorporated herein by reference.
**Filed only in electronic format pursuant to Item 601(b)(27) of Regulation S-K.



                                 Page 21 of 21