<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

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                           Commission File No. 0-13287

                                  CIVIC BANCORP
                         2101 Webster Street, 14th Floor
                                Oakland, CA 94612
                                 (510) 836-6500

     Incorporated in California          I.R.S. Employer Identification No.
                                                    68-0022322


The number of shares of common stock outstanding as of the close of business on
April 1, 1999:

              Class                       Number of Shares Outstanding
              -----                       ----------------------------
          Common Stock                              4,529,174

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         
                                            ---         ---

                                       1
<PAGE>
 
                                  CIVIC BANCORP
                                       AND
                                   SUBSIDIARY

Index to Form 10-Q                                                   Page Number
                                                                     -----------
PART I. Item 1.   Financial Statements

                  Consolidated Balance Sheets
                  March 31, 1999, March 31, 1998
                  and December 31, 1998                                        3

                  Consolidated Statements of Income -
                  Three Months Ended March 31, 1999 and
                  March 31, 1998                                               4

                  Consolidated Statements of Cash Flows -
                  Three Months Ended March 31, 1999 and
                  March 31, 1998                                               5

                  Consolidated Statements of Comprehensive
                  Income - Three Months Ended March 31, 1999
                  and March 31, 1998                                           6

        Item 2.   Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                                   7

        Item 3.   Quantitative and Qualitative Disclosures About Market Risk  18

PART II.          Other Information                                           19


SIGNATURES                                                                    20

                                       2
<PAGE>
 
                         CIVIC BANCORP AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
<TABLE> 
<CAPTION> 
(In thousands except shares)
                                                                            March 31             March 31           December 31
                                                                              1999                 1998                1998
                                                                        ------------------   -----------------   ------------------
<S>                                                                     <C>                  <C>                 <C> 
ASSETS
Cash and due from banks                                                 $          17,339    $         18,178    $          15,276
Federal funds sold                                                                 81,750              25,100               73,028
                                                                        ------------------   -----------------   ------------------
   Total cash and cash equivalents                                                 99,089              43,278               88,304
Securities available for sale                                                      35,727              34,982               30,869
Securities held to maturity
  (market value of $37,027, $24,437 and $33,218, respectively)                     36,574              24,080               32,503
Other securities                                                                    2,257               2,055                2,243
Loans:
  Commercial                                                                      154,226             129,630              146,216
  Real estate-construction                                                          8,643               9,674                7,648
  Real estate-other                                                                64,887              64,172               62,328
  Installment and other                                                            16,495              17,899               17,019
                                                                        ------------------   -----------------   ------------------
  Total loans                                                                     244,251             221,375              233,211
Less allowance for loan losses                                                      4,710               4,073                4,424
                                                                        ------------------   -----------------   ------------------
  Loans - net                                                                     239,541             217,302              228,787
Interest receivable and other assets                                                6,231               5,175                5,316
Leasehold improvements and equipment - net                                          1,612               1,336                1,558
Foreclosed assets                                                                       -                 554                    -
                                                                        ------------------   -----------------   ------------------
TOTAL ASSETS                                                            $         421,031    $        328,762    $         389,580
                                                                        ==================   =================   ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
  Noninterest-bearing                                                   $          72,941    $         80,398    $          71,417
  Interest-bearing:
    Checking                                                                        4,692               9,844                6,231
    Money market                                                                  173,463              89,998              139,851
    Time and savings                                                              120,805             104,883              125,450
                                                                        ------------------   -----------------   ------------------
  Total deposits                                                                  371,901             285,123              342,949
Accrued interest payable and other liabilities                                      5,617               3,823                4,817
                                                                        ------------------   -----------------   ------------------
Total liabilities                                                                 377,518             288,946              347,766

COMMITMENTS AND CONTINGENCIES                                                           -                   -                    -

SHAREHOLDERS' EQUITY
Preferred stock no par value; authorized,
   10,000,000 shares; none issued or outstanding
Common stock no par value; authorized,
   10,000,000 shares; issued and outstanding,
   4,529,174, 4,620,635 and 4,444,002 shares                                       33,259              35,115               32,723
Retained earnings, (subsequent to July 1, 1996
  date of quasi-reorganization, total deficit
  eliminated $5.5 million)                                                         10,072               4,462                8,797
Accumulated other comprehensive income - net                                          182                 239                  294
                                                                        ------------------   -----------------   ------------------
Total shareholders' equity                                                         43,513              39,816               41,814
                                                                        ------------------   -----------------   ------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                              $         421,031    $        328,762    $         389,580
                                                                        ==================   =================   ==================
</TABLE> 

                                       3
<PAGE>
 
                         CIVIC BANCORP AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF INCOME
<TABLE> 
<CAPTION> 
(Dollars in thousands except shares and per share amounts)
                                                                        Three Months Ended March 31,
                                                                ---------------------------------------------
                                                                      1999                       1998
                                                                ------------------         ------------------
<S>                                                             <C>                        <C> 
INTEREST INCOME:
Loans                                                                     $ 5,475                    $ 5,627
Securities available for sale, securities held
  to maturity and other securities                                            782                        709
Tax exempt securities                                                         192                        160
Federal funds sold                                                            813                        337
                                                                ------------------         ------------------
Total interest income                                                       7,262                      6,833

INTEREST EXPENSE:
Deposits                                                                    2,188                      2,015
                                                                ------------------         ------------------
Total interest expense                                                      2,188                      2,015
                                                                ------------------         ------------------
NET INTEREST INCOME                                                         5,074                      4,818
Provision for loan losses                                                      45                         38
                                                                ------------------         ------------------
NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                                                 5,029                      4,780
                                                                ------------------         ------------------

NONINTEREST INCOME:
Customer service fees                                                         202                        209
Other                                                                          40                         28
                                                                ------------------         ------------------
Total noninterest income                                                      242                        237

NONINTEREST EXPENSE:
Salaries and employee benefits                                              2,019                      1,842
Occupancy                                                                     277                        271
Equipment                                                                     245                        212
Data processing services                                                       96                         89
Telephone and postage                                                          83                         66
Consulting fees                                                                66                         60
Marketing                                                                      42                         69
Legal fees                                                                     45                         55
Goodwill and core deposit amortization                                         42                         48
FDIC insurance                                                                 10                          8
Other                                                                         286                        327
                                                                ------------------         ------------------
Total noninterest expense                                                   3,211                      3,047
                                                                ------------------         ------------------

INCOME BEFORE INCOME TAXES                                                  2,060                      1,970
Income tax expense                                                            785                        795
                                                                ------------------         ------------------
NET INCOME                                                                $ 1,275                    $ 1,175
                                                                ==================         ==================

BASIC EARNINGS PER COMMON SHARE                                            $ 0.28                     $ 0.25
                                                                ==================         ==================
DILUTED EARNINGS PER COMMON SHARE                                          $ 0.27                     $ 0.24
                                                                ==================         ==================

Weighted average shares outstanding used
  to compute basic earnings per common share                            4,499,125                  4,623,047
Dilutive effects of stock options                                         138,339                    267,732
                                                                ------------------         ------------------
Total weighted average shares outstanding used
  to compute diluted earnings per common share                          4,637,464                  4,890,779
                                                                ==================         ==================
</TABLE> 

                                       4
<PAGE>
 
                         CIVIC BANCORP AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)

<TABLE> 
<CAPTION> 
                                                                                      Three Months Ended March 31,
                                                                                      1999                     1998
                                                                                -----------------        -----------------
<S>                                                                             <C>                      <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                             $ 1,275                  $ 1,175
  Adjustments to reconcile net income to
    net cash provided by operating activities:
    Provision for loan losses                                                                 45                       38
    Depreciation and amortization                                                            313                      251
    Increase (decrease) in deferred loan fees                                                 22                      (28)
  Change in assets and liabilities:
    (Increase) decrease in interest receivable and other assets                              (23)                     193
    (Decrease) in accrued interest payable and other liabilities                             (59)                     130
                                                                                -----------------        -----------------
Net cash provided by operating activities                                                  1,573                    1,759

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                                      (205)                     (31)
  Paydown on assets held for sale                                                              -                       43
  Net (increase) decrease in loans                                                       (10,821)                  10,760
  Activities in securities held to maturity:
    Proceeds from maturing securities                                                          6                    4,005
    Purchases of securities                                                               (4,130)                    (870)
  Activities in securities available for sale:
    Proceeds from maturing securities                                                      3,000                        -
    Purchases of securities                                                               (8,126)                  (3,979)
                                                                                -----------------        -----------------
Net cash (used in) provided by investing activities                                      (20,276)                   9,928

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options                                                      536                       71
Purchase of common stock                                                                       -                     (186)
Net increase in deposits                                                                  28,952                    1,973
                                                                                -----------------        -----------------
Net cash provided by financing activities                                                 29,488                    1,858
                                                                                -----------------        -----------------

Net increase in cash and cash equivalents                                                 10,785                   13,545

Cash and cash equivalents at beginning of period                                          88,304                   29,733
                                                                                -----------------        -----------------
Cash and cash equivalents at end of period                                              $ 99,089                 $ 43,278
                                                                                =================        =================

Cash paid during period for:
  Interest                                                                               $ 2,372                  $ 1,664
                                                                                =================        =================
  Income taxes                                                                             $ 250                      $ -
                                                                                =================        =================

Supplemental schedule of non-cash investing activity:
  Loans transferred to foreclosed assets                                                     $ -                    $ 554
                                                                                =================        =================
</TABLE> 

                                       5
<PAGE>
 
                         CIVIC BANCORP AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE> 
<CAPTION> 
(In thousands)
                                                                        Three Months Ended March 31,
                                                                ---------------------------------------------
                                                                      1999                       1998
                                                                ------------------         ------------------
<S>                                                             <C>                        <C> 
Net Income                                                      $           1,275          $           1,175
                                                                                      
Other Comprehensive Income:                                                           
Unrealized loss on securities available for sale                             (187)                       (21)
Income tax expense related to unrealized loss                                         
     on securities available for sale                                          75                          9
                                                                -----------------          -----------------
Other Comprehensive Income                                                   (112)                       (12)
                                                                -----------------          -----------------
COMPREHENSIVE INCOME                                            $           1,163          $           1,163
                                                                -----------------          -----------------
</TABLE> 

                                       6
<PAGE>
 
CIVIC BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The unaudited consolidated financial statements of Civic BanCorp and its
    subsidiary bank CivicBank of Commerce (the Company) have been prepared in
    accordance with generally accepted accounting principles and with the
    instructions to Form 10-Q. In the opinion of management, all necessary
    adjustments have been made to fairly present the financial position, results
    of operations, cash flows and comprehensive income for the interim periods
    presented. These unaudited consolidated financial statements should be read
    in conjunction with the Company's Annual Report on Form 10-K for the year
    ended December 31, 1998. The results of operations and cash flows are not
    necessarily indicative of those expected for the complete fiscal year.

2.  NEW PRONOUNCEMENTS

    In June 1997 the Financial Accounting Standards Board (FASB) issued SFAS No.
    133, "Accounting for Derivative Instruments and Hedging Activities." This
    statement requires that an entity recognize all derivatives as either assets
    or liabilities in the statement of financial position and measure those
    instruments at fair value. This statement is effective for fiscal quarters
    of fiscal years beginning after June 15, 1999. The company expects to adopt
    this statement January 1, 2000. The Company has not completed its evaluation
    of the impact of its adoption, however, management does not believe it will
    have a significant impact on the Company's consolidated financial
    statements.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations For the Three Months Ended March 31, 1999 and 1998

OVERVIEW

For the three months ended March 31, 1999, the Company reported net income of
$1,275,000, or $0.27 earnings per diluted share compared to net income of
$1,175,000 or $0.24 earnings per diluted share for the same period of the prior
year. The annualized return on average assets was 1.28% for the three months
ended March 31, 1999 compared to 1.43% for the same period of the prior year.
The annualized return on average shareholders' equity for the three months ended
March 31, 1999 and 1998 was 11.97% and 11.96%, respectively.

RESULTS OF OPERATIONS

Net interest income for the three months ended March 31, 1999 was $5.1 million,
increasing $256,000 or 5.3% from net interest income of $4.8 million for the
same period in 1998. The increase in net interest income is primarily attributed
to an increase in the volume of earning assets which was partially offset by an
increase in the volume of interest bearing liabilities and a decline in the net
interest margin.

Total interest income for the first three months of 1999 was $7.3 million, an
increase of $429,000 over the same period ended 1998. The increase in total
interest income reflects an increase in volume of earning assets which was
partially offset by a decline in the yield on earning assets. Average earning
assets increased $69.1 million or 22.5% to $376.5 million in the first quarter
of 1999 compared to $307.4 million for the same period ended 1998. However, the
yield on earning assets declined 119 basis points due to an overall lower
interest rate environment and a less favorable mix of earning assets. Total
interest expense for the first three months of 1999 was $2.2 million, an
increase of $0.2 million over the same period ended 1998. The increase in total
interest expense reflects an increase in volume of interest bearing deposits.
Average

                                       7
<PAGE>
 
interest bearing deposits increased $48.4 million or 23.5% to $253.9 million in
the first quarter of 1999 compared to $205.5 million for the same period ended
1998.

                                       8
<PAGE>
 
The following table presents an analysis of the components of net interest
income for the first quarter of 1999 and 1998.

<TABLE> 
<CAPTION> 
                                                                        Three months ended March 31,
                                          ------------------------------------------------------------------------------------------

(Dollars in thousands)                                             1999                                               1998
                                          --------------------------------------------    ------------------------------------------

                                                           Interest         Rates                          Interest         Rates
                                             Average        Income\        Earned\         Average         Income\         Earned\
                                             Balance        Expense   /2/   Paid           Balance         Expense   /2/    Paid
                                          --------------  ------------    ----------      ------------    -----------     ----------
<S>                                       <C>             <C>           <C>               <C>             <C>           <C> 
ASSETS
Securities available for sale                  $ 33,177         $ 520         6.36%          $ 31,331          $ 496          6.42%
Securities held to maturity:
  U.S. Treasury securities                            -             -         0.00%             5,955             88          5.99%
  U.S. Government agencies                       17,369           230         5.37%             4,756             95          8.09%
  Municipal securities/(1)/                      16,147           291         7.32%            13,366            242          7.33%
Other securities                                  2,254            32         5.81%             2,032             30          6.04%
Federal funds sold and securities
  purchased under agreements to resell           70,177           813         4.70%            24,948            337          5.47%
Loans:/2,3/
  Commercial                                    149,601         3,482         9.44%           130,022          3,338         10.41%
  Real estate-construction                        7,874           185         9.52%            11,771            299         10.30%
  Real estate-other                              63,047         1,429         9.19%            64,118          1,523          9.63%
  Installment and other                          16,847           379         9.12%            19,141            467          9.90%
                                          --------------  ------------    ----------      ------------    -----------     ----------
  Total Loans                                   237,369         5,475         9.35%           225,052          5,627         10.14%
                                          --------------  ------------    ----------      ------------    -----------     ----------

    Total Earning Assets                        376,493         7,361         7.93%           307,440          6,915          9.12%
Cash and due from banks                          18,254                                        19,040
Leasehold improvements and equipment - net        1,605                                         1,392
Interest receivable and other assets              5,932                                         4,896
Foreclosed assets                                     -                                           239
Assets held for sale                                  -                                            20
Less allowance for loan loss                     (4,518)                                       (4,245)
                                          --------------                                  ------------
TOTAL ASSETS                                  $ 397,766                                     $ 328,782
                                          ==============                                  ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
  Interest bearing:
    Checking                                   $ 27,773          $ 40         0.58%          $ 27,807           $ 65          0.95%
    Money market                                101,736           806         3.21%            74,099            621          3.40%
    Time and savings                            124,369         1,342         4.38%           103,619          1,329          5.20%
                                          --------------  ------------    ----------      ------------    -----------     ----------

Total interest bearing liabilities              253,878         2,188         3.50%           205,525          2,015          3.98%
Demand deposits                                  95,638                                        80,134
Other liabilities                                 5,628                                         3,816
Shareholders' equity                             42,622                                        39,307
                                          --------------                                  ------------
TOTAL LIABILITIES AND                         $ 397,766                                     $ 328,782
                                          ==============                                  ============
  SHAREHOLDERS' EQUITY

Net Interest Income                                             5,173                                          4,900
                                                          ============                                    ===========

Net Interest Margin                                                           5.57%                                           6.46%
                                                                          ==========                                      ==========


Tax Equivalent Adjustment/(1)/                                     99                                             82
                                                          ============                                    ===========
</TABLE> 
--------------------------------------------------------------------------------
/(1)/ Tax-exempt interest income on municipal securities is computed using a
      Federal income tax rate of 34%. Interest on municipal securities was $192
      and $160 for March 31, 1999 and 1998, respectively.
/(2)/ Non-performing loans have been included in the average loan balances.
      Interest income is included on non-accrual loans only to the extent cash
      payments have been received.
/(3)/ Interest income includes loan fees on commercial loans of $139,000 and
      $124,000 for March 31, 1999 and 1998, respectively; fees on real estate
      loans of $67,000 and $88,000 for March 31, 1999 and 1998, respectively;
      and fees on installment and other loans of $7,000 and $9,000 for March 31,
      1999 and 1998, respectively.

                                       9
<PAGE>
 
The following table sets forth changes in interest income and interest expense
for each major category of interest-earning assets and interest-bearing
liabilities, and the amount of change attributable to volume and rate changes
for the three month period ended March 31, 1999.

<TABLE> 
<CAPTION> 
                                                   Volume/1/          Rate/2/             Total
                                                  ----------        -----------        -----------
                                                                (In thousands)
<S>                                               <C>               <C>                 <C> 
Increase (decrease) in interest income:
Securities available for sale                          $ 29               $ (5)              $ 24
Securities held to maturity:
  U.S. Treasury securities                              (88)                 -                (88)
  U.S. government agency                                253               (118)               135
  Municipal securities                                   50                 (1)                49
Other securities                                          3                 (1)                 2
Federal funds sold                                      611               (135)               476
Loans:
  Commercial                                            506               (362)               144
  Real estate-construction                              (99)               (15)              (114)
  Real estate-other                                     (25)               (69)               (94)
  Installment and other                                 (55)               (33)               (88)
                                                  ----------        -----------        -----------
 Total Loans                                            327               (479)              (152)
                                                  ----------        -----------        -----------
Total increase (decrease)                            $1,185             $ (739)             $ 446
                                                  ----------        -----------        -----------
(Increase) decrease in interest expense:
Deposits:
  Interest bearing checking                            $ (0)              $ 25               $ 25
  Money market                                         (231)                46               (185)
  Savings and time                                     (269)               256                (13)
                                                  ----------        -----------        -----------
Total (increase) decrease                            $ (500)             $ 327             $ (173)
                                                  ----------        -----------        -----------

Total change in net interest income                   $ 685             $ (412)             $ 273
                                                  ==========        ===========        ===========
</TABLE> 
/(1)/  Changes not solely attributed to rate or volume have been allocated to
       volume.
/(2)/  Loan fees are reflected in rate variances.

Net Interest Margin

The net interest margin declined 89 basis points to 5.57% for the first quarter
of 1999 from 6.46% for the same period in 1998 due to a declining interest rate
environment and unfavorable changes in the mix of earning assets. The average
yield on the securities portfolio, Federal funds sold and the loan porfolio
declined 39, 77 and 79 basis points respectively, for the three months ended
March 31, 1999 as compared to the same period in 1998. There was a shift in the
composition of average earning assets as Federal funds sold increased to 18.6%
of total earning assets for the first quarter of 1999 compared to 8.1% for the
same period of the prior year while loans declined to 63.0% from 73.2% for the
same periods respectively. Loans have the

                                       10
<PAGE>
 
highest yield while Federal funds have the lowest yield and the shift reduced
the weighted average yield on the group of earning assets. The average yield on
interest bearing deposits decreased 48 basis points to 3.50% for the three
months ended March 31, 1999 compared to 3.98% for the same period ended one year
ago.

Provision for Loan Losses

The provision for loan losses is charged to operations and creates an allowance
for future loan losses. The amount of the provision is dependent on many factors
which include the amount of the allowance for loan losses, growth in the loan
portfolio, net charges against the allowance, changes in the composition of the
portfolio, the number and dollar amount of delinquent loans, assessment of the
overall quality of the portfolio, value of the collateral on problem loans,
recommendations by regulatory authorities and general economic conditions among
others. The provision for loan losses for the three months ended March 31, 1999
was $45,000, an increase of $7,000 or 18.4% from the three months ended March
31, 1998. The increase in the provision was based on the growth in the loan
portfolio.

Noninterest Income

Noninterest income for the three months ended March 31, 1999 was $242,000, an
increase of $5,000 or 2.1% from the three months ended March 31, 1998. The
increase is primarily attributable to a $12,000 increase in merchant discount
fees which was partially offset by a $9,000 decrease in international fees.

Noninterest Expense

Noninterest expense totaled $3.2 million for the three months ended March 31,
1999, an increase of $164,000 or 5.4% from $3.0 million for the same period of
the prior year. Salaries and employee benefits, the largest component of
noninterest expense increased $177,000 or 9.6% due to additional staff, normal
merit increases and an increase in the use of temporary help. Full time
equivalent personnel numbered 112 on March 31, 1999 compared to 107 on March 31,
1998.

The following table summarizes the significant components of noninterest expense
for the dates indicated.

<TABLE> 
<CAPTION> 
                                             Quarter Ended March 31,        Dollar          %       
                                             1999               1998        Change        Change    
(Dollars in thousands)                     ---------          --------    ----------    ----------   
<S>                                        <C>                <C>         <C>           <C> 
Salaries and employee benefits             $ 2,019             $ 1,842        $ 177          9.6%   
Occupancy                                      277                 271            6          2.2%   
Equipment                                      245                 212           33         15.6%   
Data processing services                        96                  89            7          7.9%   
Telephone and postage                           83                  66           17         25.8%   
Consulting fees                                 66                  60            6         10.0%   
Marketing                                       42                  69          (27)       (39.1%)  
Legal fees                                      45                  55          (10)       (18.2%)  
Goodwill and core deposit amortization          42                  48           (6)       (12.5%)  
FDIC insurance                                  10                   8            2         25.0%)  
Other                                          286                 327          (41)       (12.5%)  
                                          --------            --------       ------      -------    
TOTAL NONINTEREST EXPENSE                  $ 3,211             $ 3,047        $ 164          5.4%   
                                          ========            ========       ======      =======     
</TABLE> 

                                       11
<PAGE>
 
Provision for Income Taxes

The provision for income taxes for the first quarter of 1999 decreased to
$785,000 from $795,000 for the same quarter of the prior year. These provisions
represent effective tax rates of 38% and 40%, respectively.

FINANCIAL CONDITION

Loans

Average loans for the first quarter of 1999 increased $12.3 million or 5.5% to
$237.4 million compared to $225.1 million for the same quarter of 1998. Loans
outstanding at March 31, 1999 increased $11.1 million to $244.3 million from
$233.2 million at December 31, 1998. The increase in loans outstanding during
the first quarter was due to a strong regional economy and an overall increase
in loan demand.

Real estate construction loans as a percentage of total loans outstanding were
3.5% at March 31, 1999 compared to 4.4% at March 31, 1998. The Bank maintains a
limited portfolio of real estate constructions loans as the risks associated
with real estate construction lending are generally considered to be higher than
risks associated with other forms of lending. However, the Bank continues to
fund real estate construction commitments on a limited basis with stringent
underwriting criteria.

Other real estate loans consist of mini-perm loans and land acquisition loans
which are primarily owner-occupied and are generally granted based on the rental
or lease income stream generated by the property. Other real estate loans
totaled $64.9 million at March 31, 1999, an increase of $715,000 or 1.1% from
March 31, 1998.

The following table sets forth the amount of loans outstanding in each category
and the percentage of total loans outstanding for each category as of the date
indicated.

<TABLE> 
<CAPTION> 
                                      March 31, 1999                     December 31, 1998                    March 31, 1998
                             ------------------------------   ---------------------------------   --------------------------------
                                Amount            Percent           Amount           Percent            Amount           Percent
                             ---------------   ------------   -----------------   -------------   -----------------   ------------
                                                              (Dollars in thousands)
<S>                          <C>                <C>           <C>                 <C>             <C>                 <C> 
Commercial                        $ 154,226          63.1%           $ 146,216           62.7%           $ 129,630          58.6%
Real estate - construction            8,643           3.5%               7,648            3.3%               9,674           4.4%
Real estate - other                  64,887          26.6%              62,328           26.7%              64,172          29.0%
Installment and other                16,495           6.8%              17,019            7.3%              17,899           8.0%
                             ---------------   ------------   -----------------   -------------   -----------------   ------------
  TOTAL                           $ 244,251         100.0%           $ 233,211          100.0%           $ 221,375         100.0%
                             ===============   ============   =================   =============   =================   ============
</TABLE> 
Non-Performing Assets

The following table provides information with respect to the Company's past due
loans and components of non-performing assets at the dates indicated.

                                       12
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                       March 31            Dec. 31           March 31
                                                                         1999               1998               1998
                                                                    ---------------     --------------     -------------
                                                                                   (Dollars in thousands)
<S>                                                                 <C>                  <C>               <C> 
Loans 90 days or more past due and still accruing                              $ -              $ 112             $ 182
Non-accrual loans                                                               79                208             3,238
Foreclosed assets                                                                -                  -               554
                                                                    ---------------     --------------     -------------
  Total non-performing assets                                                 $ 79              $ 320           $ 3,974
                                                                    ===============     ==============     =============
Non-performing assets to period end loans,
  other assets held for sale plus foreclosed assets                          0.03%              0.14%             1.80%
                                                                    ===============     ==============     =============
</TABLE> 

At March 31, 1999, the recorded investment in loans considered to be impaired
consisted of one loan totaling $79,000 which was on a non-accrual basis. For the
quarter ended March 31, 1999, the average recorded investment in impaired loans
was $86,000. No interest income was recognized on impaired loans. If interest
income on those loans had been recognized, such income would have approximated
$2,000.

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan
losses, the amount of which is based on many factors. See "Provision for Loan
Losses". The allowance is increased by provisions charged against earnings and
reduced by net loan charge-offs. Loans are charged off when they are judged to
be impaired. A loan is considered impaired when, based on current information
and circumstances, it becomes probable that the Company will be unable to
collect all amounts due according to the original terms and conditions of the
loan agreement. Recoveries of amounts previously charged off are recorded only
when cash is received.

The policy of the Company is to review each loan in the portfolio to identify
potential problem credits and to assess the credit quality of each loan in the
portfolio. Specific allocations are made for loans where the probability of a
loss can be defined and reasonably estimated while the balance of the
allocations are based on the size of the portfolio, delinquency trends,
historical data, industry averages and general economic conditions in the
Company's market area.

Although management believes that the allowance for loan losses is adequate for
both potential losses of identified credits and estimated inherent losses in the
portfolio, future provisions will be subject to continuing evaluations of the
portfolio, and if the economy declines or the quality of the loan portfolio
deteriorates, additional provisions may be required.

                                       13
<PAGE>
 
The following table summarizes the changes in the allowance for loan losses for
the periods indicated:

<TABLE> 
<CAPTION> 
                                                             Three Months          Year              Three Months
                                                                 Ended             Ended                 Ended
                                                                3-31-99           12-31-98              3-31-98
                                                             ------------      --------------       ---------------
                                                                         (Dollars in thousands)
<S>                                                          <C>               <C>                  <C> 
Balance, at beginning of period                                  $ 4,424             $ 4,351               $ 4,351
Charge-offs:
  Commercial                                                           -                 200                   171
  Real estate - construction                                           -                 150                   150
  Real estate - other                                                  -                 390                    58
  Installment and other                                                -                  95                     -
                                                             ------------      --------------       ---------------
    Total charge-offs                                                  -                 835                   379
Recoveries:
  Commercial                                                          82                  48                     6
  Real estate - construction                                           -                 164                     9
  Real estate - other                                                101                 487                    15
  Installment and other                                               58                  59                    33
                                                             ------------      --------------       ---------------
    Total recoveries                                                 241                 758                    63
                                                             ------------      --------------       ---------------
Net (recoveries) charge-offs                                        (241)                 77                   316
Provision charged to operations                                       45                 150                    38
                                                             ------------      --------------       ---------------
Balance, at end of period                                        $ 4,710             $ 4,424               $ 4,073
                                                             ============      ==============       ===============

Ratio of net (recoveries) charge-offs to average
  loans (annualized)                                               (0.41%)              0.03%                 0.56%
                                                             ============      ==============       ===============

Allowance at period end to total loans
  outstanding                                                       1.93%               1.90%                 1.84%
                                                             ============      ==============       ===============

Average Loans                                                    237,369             221,758               225,072
EOP Loans                                                        244,251             233,211               221,375
</TABLE> 

Potential Problem Loans

At March 31, 1999 there were no loans classified for regulatory purposes as
loss, doubtful, substandard or special mention that have not been disclosed in
the discussion above that (i) represented or resulted from trends or
uncertainties which management anticipated would have a material impact on
future operating results, liquidity, capital resources or (ii) represented
material credits about which management was aware of information that would
cause serious doubt as to the ability of the borrower to comply with the loan
repayment terms.

Investment Portfolio

The Company's investment portfolio is used primarily for liquidity purposes and
secondarily for investment income. The portfolio is primarily composed of U.S.
Treasury, U.S. government agency instruments and investment grade municipal
obligations. The company has increased its investment in municipal securities to
benefit from higher after-tax yields available on bank-qualified municipal
securities.

                                       14
<PAGE>
 
The table below summarizes the amortized cost and estimated market values of
investment securities at the dates indicated.
<TABLE> 
<CAPTION> 
                                                  March 31, 1999                             December 31, 1998
                                       -------------------------------------       --------------------------------------
                                         Amortized               Market               Amortized               Market
                                            Cost                 Value                  Cost                  Value
                                       ---------------      ----------------       ----------------       ---------------
                                                               (Dollars in thousands)
<S>                                    <C>                  <C>                    <C>                    <C> 
SECURITIES HELD TO MATURITY:           
  U.S. government agencies and         
    corporation                              $ 20,378              $ 20,358               $ 16,290              $ 16,400
  Municipal securities                         16,140                16,611                     61                    64
  Mortgage Backed Securities                       56                    58                 16,152                16,754
                                       ---------------      ----------------       ----------------       ---------------
    TOTAL                                    $ 36,574              $ 37,027               $ 32,503              $ 33,218
                                       ===============      ================       ================       ===============
SECURITIES AVAILABLE FOR SALE:         
  U.S. Treasury securities                   $ 23,414              $ 23,572               $ 12,013              $ 12,228
  U.S. government agencies and         
    corporation                                12,010                12,155                 18,366                18,641
                                       ---------------      ----------------       ----------------       ---------------
    TOTAL                                    $ 35,424              $ 35,727               $ 30,379              $ 30,869
                                       ===============      ================       ================       ===============
</TABLE> 

Deposits

For the three months ended March 31, 1999 average deposits totaled $349.5
million, an increase of $63.8 million or 22.3% from $285.7 million for the same
period in 1998. Management attributes the increase in deposits to an improving
economic environment and an increase in loan demand. It is the Company's
objective to become the primary bank for its customers by servicing both the
loan and deposit needs. Accordingly, a correlation is expected between the loan
and the deposit volumes such that deposit volumes are expected to increase as
the loan volume increases.

For the three months ended March 31, 1999, average demand deposits totaled $95.6
million, an increase of $15.5 million or 19.3% from the same period in 1998.
Average demand deposits as a percentage of total deposits decreased to 27.4% for
the first quarter of 1999 from 28.1% for the same period of the prior year.
Average interest-bearing deposits increased $48.3 million or 23.5% for the three
months ended March 31, 1999 from the same period in 1998. Average interest-
bearing deposits comprised 72.6% of average total deposits for the three months
ended March 31, 1999 and 71.9% of average total deposits for the three months
ended March 31, 1998.

The table below sets forth information regarding the Bank's average deposits by
amount and percentage of total deposits for the three months ended March 31,
1999 and 1998.
<TABLE> 
<CAPTION> 
                                                                              Average Deposits
                                                     ----------------------------------------------------------------------
(Dollars in thousands)                                                  Three Months Ended March 31,
                                                     ----------------------------------------------------------------------
                                                                   1999                                   1998
                                                     -----------------------------------    -------------------------------
                                                        Amount          Percentage             Amount          Percentage
                                                     -------------      ----------------    -------------      ------------
<S>                                                  <C>                <C>                 <C>                <C> 
Demand accounts                                          $ 95,638            27.4%              $ 80,134             28.1%
Interest-bearing checking                                  27,773             7.9%                27,807              9.7%
Money market                                              101,736            29.1%                74,099             25.9%
Savings and time                                          124,369            35.6%               103,619             36.3%
                                                     -------------      -----------         -------------      ------------
     Total                                              $ 349,516           100.0%             $ 285,659            100.0%
                                                     =============      ===========         =============      ============
</TABLE> 
                                       15
<PAGE>
 
Certificates of deposit over $100,000 are generally considered a higher cost and
less stable form of funding than lower denomination deposits and may represent a
greater risk of interest rate and volume volatility than small retail deposits.
Time certificates of $100,000 or more at March 31, 1999 had the following
schedule of maturities:

<TABLE> 
<CAPTION> 
                                                                       (In thousands)
                                                                        -------------
<S>                                                                    <C> 
Three months or less                                                      $ 60,286
After three months through six months                                       26,417
After six months through twelve months                                       5,581
After twelve months                                                          3,339
                                                                        -------------
    Total                                                                 $ 95,623
                                                                        =============
</TABLE> 

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Liquidity management refers to the Bank's ability to acquire funds to meet loan
demand, fund deposit withdrawals and to service other liabilities.

To augment liquidity, the Bank has informal federal funds borrowing arrangements
with correspondent banks totaling $35.0 million and is a member of the Federal
Home Loan Bank of San Francisco and through membership has the ability to pledge
qualifying collateral for short term (up to six months) and long term (up to
five years) borrowing. At March 31, 1999 the Bank had no outstanding borrowings
against these arrangements. Additionally, at March 31, 1999, unpledged
government securities that are available to secure additional borrowing in the
form of reverse repurchase agreements totaled approximately $48.1 million. At
March 31, 1999 the Bank had no reverse repurchase agreements.

The liquidity position of the Company improved during the first quarter of 1999.
Deposit growth provided $29.0 million of cash in addition to the $1.6 million
provided by operating activities. Cash and cash equivalents of $20.3 million
were used in the Company's investing activities to purchase securities and to
fund the growth of the loan portfolio. The net increase in cash and cash
equivalents for the quarters ended March 31, 1999 and 1998 was $10.8 million and
$13.5 million, respectively.

The liquidity position of the Company may be expressed as a ratio defined as (a)
cash, Federal funds sold, other unpledged short term investments and marketable
securities, including those maturing after one year, divided by (b) total assets
less pledged securities. Using this definition at March 31, 1999, the Company
had a liquidity ratio of 40.1% as compared to 38.2% at December 31, 1998. The
increase in over-night Federal funds sold reflects the increase in liquidity.
Federal Funds sold at March 31, 1999 were $81.8 million compared to $73.0
million at December 31, 1998.

Capital Resources

Total shareholders' equity increased to $43.5 million at March 31, 1999 from
$41.8 million at December 31, 1998 reflecting retained income of $1,275,000 and
common stock option exercises of $536,000. These benefits were partially offset
by the market adjustment of securities available for sale.

The Company and the Bank are subject to capital adequacy guidelines issued by
the Federal Reserve Board of Governors which requires a minimum risk-based
capital ratio of 8%. At least 4% must be in the form of "Tier 1" capital, which
consists of common equity, non-cumulative perpetual preferred stock and minority
interests in the equity accounts of consolidated subsidiaries. "Tier 2" capital
consists of cumulative and limited-life preferred stock, mandatory convertible
securities, subordinated debt and, subject to

                                       16
<PAGE>
 
certain limitations, the allowance for loan losses. General loan loss reserves
included in Tier 2 capital cannot exceed 1.25% of risk-weighted assets.

At March 31, 1999 the Company's risk-based capital ratio was 15.35%. The
following table presents the Company's risk-based capital and leverage ratios as
of March 31, 1999 and December 31, 1998.

<TABLE> 
<CAPTION> 
                                                                                                      Minimum Capital
                                                                                                    Requirements To Be
                                                                                                Considered Well Capitalized
                                                                         Minimum                  Under Prompt Corrective
                                           Actual                 Capital Requirements               Action Provisions
                               -----------------------------   ----------------------------    -----------------------------
                                  Amount           Ratio         Amount            Ratio          Amount           Ratio
                               -------------    ------------   ------------    ------------    -------------    ------------
<S>                            <C>              <C>            <C>             <C>             <C>              <C> 
As of March 31, 1999

  Total Capital

    (to Risk Weighted Assets)      $ 46,407          15.35%       $ 24,193           8.00%         $ 30,241          10.00%

  Tier 1 Capital

    (to Risk Weighted Assets)        42,615          14.09%         12,096           4.00%           18,145           6.00%

  Tier 1 Capital

    (to Average Assets)              42,615          10.73%         15,889           4.00%           19,861           5.00%

As of December 31, 1998:

  Total Capital

    (to Risk Weighted Assets)      $ 44,381          15.39%       $ 23,070           8.00%         $ 28,837          10.00%

  Tier 1 Capital

    (to Risk Weighted Assets)        40,766          14.14%         11,535           4.00%           17,302           6.00%

  Tier 1 Capital

    (to Average Assets)              40,766          10.20%         15,987           4.00%           19,984           5.00%
</TABLE> 

Year 2000

The Company is working to resolve the potential impact of Year 2000 on its
computer system and the associated software applications. The Year 2000 problem
is the result of computer programs being written using two digits rather than
four to define the applicable year. Any of the Company's time-sensitive programs
could interpret a date using "00" as 1900 rather than the year 2000. This could
result in major miscalculations or system failure. If the Company and its third
party software vendors are unable to address this issue in a timely manner,
there could be substantial financial risk to the Company. Contingency plans
include the conversion to alternative Year 2000 compliant applications,
outsourcing of critical functions to third-party providers or interim manual
processing. In the worst case scenario, the Company would retain sufficient
additional staffing to convert to manual processing. The added expense in this
scenario would be a function of the number of applications requiring such manual
processing and the duration of time until a Year 2000 compliant application
could be acquired, tested and installed.

To insure this does not occur, the Company has formed a committee of
representatives of all operational areas within the Bank. This committee
convenes on a monthly basis and reports quarterly to the Audit Committee of the
Board of

                                       17
<PAGE>
 
Directors. The Committee has developed an action plan which includes five
phases. The Awareness and Assessment Phases included forming a committee of
appropriate members, preparing an inventory of all hardware and software
applications, identifying mission-critical systems and developing an overall
plan to address the issue. These phases were completed by June 1998. The
Renovation Phase included implementing the changes in hardware and software
necessary to bring the computer systems compliant with Year 2000 processing.
This phase was 98% completed in March of 1999. The Validation and Implementation
Phases include testing and installation of Year 2000 compliant hardware and
applications. The Bank has completed 90% of this phase with completion expected
by June of 1999.

The Company has also investigated "environmental systems providers" which
include such services as building elevators, telephone and alarm systems for
Year 2000 compliance and has received assurances that those systems have been
tested and are Year 2000 compliant. However, due to the nature of certain of the
environmental applications, such as the utility companies, the Company will be
unable to test and validate compliance in these areas.

Additionally, the Company has identified customers who have a material loan or
deposit relationship with the Bank and is in the process of surveying those
customers to inform them of the Year 2000 issues, insure they are taking
appropriate steps to meet Year 2000 processing requirements and to assess the
overall risk to the Company resulting from the status of such customer's Year
2000 compliance.

The primary cost associated with the Company's efforts to review, test and
validate its computer applications for Year 2000 compliance has been, and will
continue to be, the reallocation of internal resources. The Company has expensed
approximately $120,000 through March 31, 1999 relating to its Year 2000
compliance efforts, and anticipates an additional $30,000 of expenses for the
remainder of 1999.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Market risk includes risks that arise from changes in interest rates, foreign
currency exchange rates, commodity prices, equity prices and other market
changes that affect market sensitive instruments. The Company's primary market
risk is interest rate risk. Interest rate risk occurs as a result of interest
sensitive assets and liabilities not repricing at the same time or by the same
amount and is quantified by estimating the potential gain or loss in the market
value of assets and net interest income that can result from changes in interest
rates. The Company's exposure to interest rate risk is monitored monthly by the
Risk Management Committee which includes members of the Board of Directors and
Senior Management. The Company attempts to manage its exposure to changes in
interest rates; however, due to its size and the direct competition from major
banks, the Company must offer products which are competitive in the market
place, even if less than optimum with respect to interest rate exposure.

The Company's balance sheet position at Market 31, 1999 was asset sensitive due
to the significant amount of variable rate loans and Federal funds sold.
Generally, if more assets than liabilities reprice at a given time in a rising
rate environment, net interest income will increase, and in a declining rate
environment, net interest income would deteriorate. Management believes there
has been no significant change in the Bank's market risk exposure as disclosed
in the Company's Annual Report on Form 10-K for the year December 31, 1998.

                                       18
<PAGE>
 
Part II. OTHER INFORMATION

Item 1.      Legal Proceedings - None

Item 2.      Changes in Securities and Use of Proceeds - None

Item 3.      Defaults Upon Senior Securities - None

Item 4.      Submission of Matters to a Vote of Security Holders - None

Item 5.      Other Information - None

Item 6.      Exhibits and Reports on Form 8-K - None

                                       19
<PAGE>
 
SIGNATURES
----------

Pursuant to the requirements 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 and in the capacity indicated.


                                  CIVIC BANCORP
                                  (Registrant)


Date: May 7, 1999                 By:  /s/ Herbert C. Foster         
                                     -------------------------------------
                                        Herbert C. Foster
                                        President
                                        Chief Executive Officer


                                  By:  /s/ Gerald J. Brown   
                                     -------------------------------------
                                        Gerald J. Brown
                                        Chief Financial Officer
                                        Principal Accounting Officer

                                       20