<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 June 30, 2000

                                      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
August 8, 2000.

                  Class            Number of Shares Outstanding
                  -----            ----------------------------
                  Common Stock     4,953,533

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
                                           -----         -----
<PAGE>

                                  CIVIC BANCORP

                                       AND

                                   SUBSIDIARY

<TABLE>
<CAPTION>
Index to Form 10-Q                                                                                 Page Number
                                                                                                   -----------
<S>                                                                                                <C>

PART I. Item 1.          Unaudited Financial Statements

                         Consolidated Balance Sheets -
                         June 30, 2000, and
                         December 31, 1999                                                           3

                         Consolidated Statements of Income -
                         Three Months Ended June 30, 2000, and
                         June 30, 1999, and Six Months Ended
                         June 30, 2000, and June 30, 1999                                            4

                         Consolidated Statements of Cash Flows -
                         Six Months Ended June 30, 2000, and
                         June 30, 1999                                                               5

                         Consolidated Statements of Comprehensive
                         Income - Three Months Ended June 30, 2000,
                         and June 30, 1999, and Six Months Ended
                         June 30, 2000, and June 30, 1999                                            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                                                          20

SIGNATURES                                                                                          21
</TABLE>

                                       2
<PAGE>

Part I. FINANCIAL INFORMATION
Item 1. Financial Statements

                         CIVIC BANCORP AND SUBSIDIARY
                         ----------------------------
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
                                  (unaudited)

(dollars in thousands)                               June 30        December 31
                                                      2000              1999
                                                    ---------        ---------
ASSETS
------
Cash and due from banks                             $  34,004        $  12,205
Federal funds sold                                          -            7,500
                                                    ---------        ---------
   Total cash and cash equivalents                     34,004           19,705
Securities available for sale                          32,894           31,665
Securities held to maturity
  (market value of $45,889
   and $42,468, respectively)                          46,722           43,416
Other securities                                        1,710            2,126
Loans:
  Commercial                                          228,289          173,124
  Real estate-construction                             17,716           10,053
  Real estate-other                                   109,919           85,470
  Installment and other                                22,580           16,890
                                                    ---------        ---------
  Total loans                                         378,504          285,537
Less allowance for loan losses                          6,217            4,850
                                                    ---------        ---------
  Loans - net                                         372,287          280,687
Interest receivable and other assets                    9,757            5,544
Intangible Assets                                       9,104              607
Leasehold improvements and equipment - net              2,352            1,621
Foreclosed assets                                         164                -
                                                    ---------        ---------
TOTAL ASSETS                                        $ 508,994        $ 385,371
                                                    =========        =========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
LIABILITIES
Deposits:
  Noninterest-bearing                               $  60,454        $  65,277
  Interest-bearing:
    Checking                                            7,413           11,851
    Money market                                      235,905          160,432
    Time and savings                                  131,621           97,154
                                                    ---------        ---------
  Total deposits                                      435,393          334,714
Other borrowings                                       19,300
Accrued interest payable and other liabilities          4,867            4,453
                                                    ---------        ---------
Total liabilities                                     459,560          339,167

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,
  4,953,533 and 4,674,411 shares, respectively         38,093           34,751
Retained earnings, (subsequent to July 1, 1996
  date of quasi-reorganization, total deficit
  eliminated $5.5 million)                             11,560           11,701
Accumulated other comprehensive loss - net               (219)            (248)
                                                    ---------        ---------
Total shareholders' equity                             49,434           46,204
                                                    ---------        ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 508,994        $ 385,371
                                                    =========        =========

See accompanying notes to unaudited consolidated financial statements

                                       3
<PAGE>

                         CIVIC BANCORP AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (unaudited)

<TABLE>
<CAPTION>
                                             Three Months Ended June 30,       Six Months Ended June 30,
                                           -----------------------------     -----------------------------
(dollars in thousands)
                                               2000            1999              2000            1999
                                           -------------   -------------     --------------   ------------
<S>                                        <C>             <C>               <C>              <C>
INTEREST INCOME:
Loans                                      $      9,105    $      5,751      $      16,649    $    11,226
Taxable securities                                  980             941              1,860          1,723
Tax exempt securities                               266             208                513            400
Federal funds sold                                   48             386                120          1,199
                                           -------------   -------------     --------------   ------------
Total interest income                            10,399           7,286             19,142         14,548

INTEREST EXPENSE:
Deposits                                          2,801           1,993              5,089          4,181
Other borrowings                                    131               -                198              0
                                           -------------   -------------     --------------   ------------
Total interest expense                            2,932           1,993              5,287          4,181
                                           -------------   -------------     --------------   ------------
NET INTEREST INCOME                               7,467           5,293             13,855         10,367
Provision for loan losses                           225              45                375             90
                                           -------------   -------------     --------------   ------------
NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                       7,242           5,248             13,480         10,277
                                           -------------   -------------     --------------   ------------

NONINTEREST INCOME:
Customer service fees                               373             225                681            427
Other                                               153              86                197            126
                                           -------------   -------------     --------------   ------------
Total noninterest income                            526             311                878            553

NONINTEREST EXPENSE:
Salaries and employee benefits                    3,343           2,018              5,975          4,037
Occupancy                                           390             272                711            549
Equipment                                           366             264                655            509
Data processing services                            106             108                210            204
Telephone and postage                               143              94                252            177
Consulting fees                                     254              66                326            132
Marketing                                            72              71                131            113
Legal fees                                           53              33                108             78
Goodwill and core deposit amortization              180              42                266             84
FDIC insurance                                       22               9                 22             19
Foreclosed asset expense                             36               1                 36              1
Other                                               497             351                919            637
                                           -------------   -------------     --------------   ------------
Total other expenses                              5,462           3,329              9,611          6,540
                                           -------------   -------------     --------------   ------------

INCOME BEFORE INCOME TAXES                        2,306           2,230              4,747          4,290
Income tax expense                                  886             855              1,822          1,640
                                           -------------   -------------     --------------   ------------
NET INCOME                                 $      1,420    $      1,375      $       2,925    $     2,650
                                           =============   =============     ==============   ============

BASIC EARNINGS PER COMMON SHARE            $       0.29    $       0.28      $        0.59    $      0.53
                                           =============   =============     ==============   ============
DILUTED EARNINGS PER COMMON SHARE          $       0.28    $       0.27      $        0.58    $      0.52
                                           =============   =============     ==============   ============

Weighted average shares outstanding used
 to compute basic earnings per common share   4,953,533       4,986,531          4,937,078      4,973,480
Dilutive effects of stock options               110,826         139,626            110,230        146,104
                                           -------------   -------------     --------------   ------------
Weighted average shares outstanding used
 to compute diluted earnings per common
 share                                        5,064,359       5,126,157          5,047,308      5,119,585
                                           =============   =============     ==============   ============
</TABLE>

See accompanying notes to unaudited consolidated financial statements

                                       4
<PAGE>

                         CIVIC BANCORP AND SUBSIDIARY
                         ----------------------------
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
             ----------------------------------------------------
                                  (unaudited)

<TABLE>
<CAPTION>
(dollars in thousands)                                                              Six Months Ended June 30,
                                                                             -----------------------------------------
                                                                                   2000                    1999
                                                                             ----------------        -----------------
<S>                                                                          <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                   $        2,925         $         2,650
  Adjustments to reconcile net income to
    net cash provided by operating activities:
    Provision for loan losses                                                             375                      90
    Depreciation and amortization                                                         826                     636
    Write-down on foreclosed asset                                                         36                       -
    Increase (decrease) in deferred loan fees                                             215                     121
  Change in assets and liabilities:
    Increase in interest receivable and other assets                                   (4,213)                   (550)
    Increase (decrease) in accrued interest payable and other liabilities                 395                    (957)
                                                                               --------------         ---------------
Net cash provided by operating activities                                                 559                   1,990

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                                 (1,168)                   (386)
  Net increase in loans                                                               (93,498)                (28,687)
  Acquisition, net of cash acquired                                                    (7,655)                      -
  Activities in securities held to maturity:
    Proceeds from maturing securities                                                   1,432                       -
    Purchases of securities                                                            (4,410)                 (9,836)
  Activities in securities available for sale:

    Proceeds from maturing securities                                                  12,000                   6,000
    Purchases of securities                                                           (13,216)                (15,974)
                                                                               --------------         ---------------
Net cash used by investing activities                                                (106,515)                (48,883)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options                                                   279                     623
Purchase of common stock                                                                    -                    (537)
Cash paid in lieu of fractional shares                                                     (3)                     (3)
Proceeds from short-term borrowing                                                     19,300                       -
Net increase (decrease) in deposits                                                   100,679                 (13,766)
                                                                               --------------         ---------------
Net cash provided (used) by financing activities                                      120,255                 (13,683)
                                                                               --------------         ---------------

Net increase (decrease) in cash and cash equivalents                                   14,299                 (60,576)

Cash and cash equivalents at beginning of period                                       19,705                  88,304
                                                                               --------------         ---------------
Cash and cash equivalents at end of period                                     $       34,004         $        27,728
                                                                               ==============         ===============

Cash paid during period for:

  Interest                                                                     $        4,969         $         4,507
                                                                               ==============         ===============
  Income taxes                                                                 $        2,231         $         1,360
                                                                               ==============         ===============

Supplemental schedule of non-cash investing activity:

Fair value of assets acquired                                                  $       87,219         $             -
Liabilities assumed                                                            $       72,614         $             -
Cash paid for capital stock                                                    $       14,605         $             -
</TABLE>

                                       5
<PAGE>

                         CIVIC BANCORP AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                  (unaudited)

<TABLE>
<CAPTION>
(dollars in thousands)                             Three Months Ended June 30,     Six Months Ended June 30,
                                                   ----------------------------   -----------------------------
                                                      2000            1999           2000             1999
                                                   -----------    -------------   ------------    -------------
<S>                                                <C>            <C>             <C>             <C>
Net Income                                          $  1,420       $    1,375      $    2,925      $     2,650

Other Comprehensive Income:
Unrealized gain (loss) on securities available
     for sale                                             65             (389)             48             (576)
Income tax expense related to unrealized loss
     on securities available for sale
                                                         (26)             155             (19)             230
                                                    --------       ----------      ----------      -----------
Other Comprehensive Income (Loss)                         39             (234)             29             (346)
                                                    --------       ----------      ----------      -----------
COMPREHENSIVE INCOME                                $  1,459       $    1,141      $    2,954      $     2,304
                                                    ========       ==========      ==========      ===========
</TABLE>

                                       6
<PAGE>

CIVIC BANCORP AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The unaudited consolidated financial statements of Civic BanCorp and
    subsidiary (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 and cash flows
    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, 1999. The results of operations
    and cash flows are not necessarily indicative of those expected for the
    complete fiscal year.

    The weighted average shares outstanding and per share amounts for all
    periods presented have been adjusted to give effect for a 5% stock dividend
    paid in April 2000.

2.  NEW PRONOUNCEMENTS

    In June 1999, the FASB issued Statement of Financial Accounting Standards
    (SFAS) No. 137, "Accounting for Derivative Financial Instruments and Hedging
    Activities - Deferral of Effective Date of FASB Statement No. 133."
    Statement No. 137 defers the effective date of Statement No. 133,
    "Accounting for Derivative Instruments and Hedging Activities" for one year.
    Statement No. 133 is now effective for all fiscal quarters of all fiscal
    years beginning after June 15, 2000. 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. For
    instruments existing at the date of adoption, Statement No. 133 provides an
    entity with the option of not applying this provision to such hybrid
    instruments entered into before January 1, 1998 and not modified thereafter.
    Consistent with the deferral of the effective date for one year, Statement
    No. 137 provides an entity the option of not applying this provision to
    hybrid instruments entered into before January 1, 1998 or 1999 and not
    modified substantially thereafter. 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.

3.  BUSINESS COMBINATION

    On February 29, 2000, CivicBank of Commerce acquired East County Bank for
    approximately $14.6 million in cash. East County Bank is a community bank
    headquartered in Antioch, California with two branches in Concord and Walnut
    Creek serving businesses and individuals in Contra Costa County. Unaudited
    total assets of East County Bank were approximately $79 million. The
    transaction was treated as a purchase for accounting purposes with goodwill
    amortized on a straight-line basis over 15 years. The results of operations
    of the acquired enterprise from March 1 through June 30 are included in the
    income statement of Civic BanCorp.

    The following unaudited pro-forma financial information presents the
    combined results of operations of the Company and East County Bank as if the
    acquisition had occurred at January 1, 1999, after effect to certain
    adjustments, including the amortization of goodwill. The pro-forma financial
    information does not necessarily reflect the results of operations that
    would have occurred had the Company and East County Bank constituted a
    single entity during such periods.

                                       7
<PAGE>


Pro-forma results of operations

dollars in thousands except per share         Six Months Ended June 30,
                                           -----------------------------
                                              2000                1999
                                           ---------            --------
Net interest income                        $  14,604            $ 12,610
Net income                                 $   2,969            $  2,861
Dilued Earnings per Share                  $    0.59            $   0.56


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

The following discussion and analysis is intended to provide greater details of
the results of operations and financial condition of the Company. In addition to
historical information, certain statements in this filing constitute "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements involve certain risks and uncertainties and
could cause actual results to differ materially from those expressed or implied
in the forward-looking statements. Factors which might cause such a difference
include, but are not limited to, interest rate risks, asset quality, general
economic conditions, legislative or regulatory changes and increases in personal
or commercial customers' bankruptcies.

OVERVIEW

For the six months ended June 30, 2000, the Company reported net income of
$2,925,000, or $.58 earnings per diluted share compared to a net income of
$2,650,000 or $.52 earnings per diluted share for the same period of the prior
year. The annualized return on average assets was 1.29% for the six months ended
June 30, 2000 compared to 1.35% for the same period of the prior year. The
annualized return on average shareholders' equity for the six months ended June
30, 2000 and 1999 was 12.17% and 12.21%, respectively. Included in the second
quarter, were one-time noninterest expenses associated with the merger of East
County Bank that approximated $350,000 on an after-tax basis. Such expenses
included an accrual for executive severance payments, an accrual for executive
employment contract payments, conversion programming costs and other one-time
expenses. Excluding such one-time items, pro-forma earnings for the six months
ended June 30, 2000 would have approximated $3.3 million, or $.65 per diluted
share. Pro-forma return on assets would have increased to 1.44% and pro-forma
return on equity would have increased to 13.62%.

RESULTS OF OPERATIONS

Net interest income for the six months ended June 30, 2000, was $13.9 million,
increasing $3.5 million or 33.6% from net interest income of $10.4 million for
the same period in 1999. The increase in net interest income was primarily due
to increases in the volume and the yield of average earning assets.

Total interest income for the first six months of 2000 equaled $19.1 million, an
increase of $4.6 million over total interest income for the same period in 1999.
The increase in total interest income is primarily attributed to the increases
in the volume and the weighted average yield on those assets. Total average
earning assets increased $49.9 million or 13.4% to $420.7 million for the first
six months of 2000 compared to $370.9 million for the same period in 1999. The
weighted average yield of earning assets increased to 9.28% for the first half
of 2000 relative to 8.02% for the same period of the prior year. The increase in
the yield is attributed to a higher interest rate environment of the current
year.

                                       8
<PAGE>

The following table presents an analysis of the components of net interest
income for the first six months ended June 30, 2000 and 1999.

<TABLE>
<CAPTION>
                                                                     Six months ended June 30,
                                            -----------------------------------------------------------------------
                                                            2000                                 1999
                                            --------------------------------     ----------------------------------
dollars in thousands                                     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                $ 34,423     $  1,105      6.45%     $   36,365   $  1,128       6.25%
Securities held to maturity:
  U.S. Treasury securities                        555           18      6.37%              -          -          -
  U.S. Government agencies                     24,282          661      5.47%         19,895        531       5.38%
  Municipal securities /(1)/                   20,888          776      7.47%         16,763        606       7.29%
Other securities                                1,904           76      8.00%          2,318         64       5.53%
Federal funds sold and securities
  purchased under agreements to resell          4,179          120      5.76%         51,508      1,199       4.70%
Loans: /2/,/3/
  Commercial                                  200,041       10,187     10.24%        153,914      7,145       9.36%
  Real estate-construction                     13,772          707     10.32%          8,545        401       9.47%
  Real estate-other                           100,208        4,851      9.73%         65,845      2,974       9.11%
  Installment and other                        20,471          904      8.88%         15,704        706       9.07%
                                            ----------    --------   -------      ----------   --------   --------
  Total Loans                                 334,492       16,649     10.01%        244,008     11,226       9.28%
                                            ----------    --------   -------      ----------   --------   --------
    Total Earning Assets                      420,723       19,405      9.28%        370,857     14,754       8.02%
Cash and due from banks                        24,192                                 18,191
Leasehold improvements and equipment - net      2,037                                  1,613
Interest receivable and other assets           12,945                                  6,020
Foreclosed assets                                 144                                      -
Less allowance for loan loss                   (5,709)                                (4,661)
                                            ----------                            ----------
TOTAL ASSETS                                 $454,332                             $  392,020
                                            ==========                            ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
  Interest bearing:
    Checking                                 $ 34,542          101      0.59%     $   30,572         84       0.55%
    Money market                              119,620        2,053      3.45%        102,453      1,639       3.23%
    Time and savings                          128,193        2,935      4.60%        115,375      2,458       4.30%
    Other borrowed funds                        6,126          198      6.50%              -          -          -
                                            ----------    --------                ----------   --------   --------
Total interest bearing liabilities            288,481        5,287      3.69%        248,400      4,181       3.38%
Demand deposits                               112,376                                 94,930
Other liabilities                               5,401                                  5,287
Shareholders' equity                           48,074                                 43,403
                                            ----------                            ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $454,332                             $  392,020
                                            ==========                            ==========

Net Interest Income                                       $ 14,118                             $ 10,573
                                                          ========                             ========

Net Interest Margin                                                     6.75%                                 5.75%
                                                                     =======                              ========

Tax Equivalent Adjustment /(1)/                           $    263                             $    206
                                                          ========                             ========
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Tax-exempt interest income on municipal securities is computed using a
Federal income tax rate of 34%. Interest on municipal securities was $513,000
and $400,000 for June 30, 2000 and 1999, 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 loan fees on commercial loans of $205,000 and $254,000 for June
30, 2000 and 1999, respectively; fees on real estate loans of $245,000 and
$141,000 for June 30, 2000 and 1999, respectively; and fees on installment and
other loans of $17,000 and $16,000 for June 30, 2000 and 1999, 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 six-month periods ended June 30, 2000 and 1999.

<TABLE>
<CAPTION>
                                                  Analysis of Changes in Net Interest Income
                                                     Increase (Decrease) Due to Changes in

dollars in thousands

                                                            Volume  /1/       Rate   /2/      Total
                                                          --------------    -------------   ---------
<S>                                                       <C>               <C>             <C>
Increase (decrease) in interest income:
Securities available for sale                                $     (57)       $     34      $    (23)
Securities held to maturity:
U.S. Treasury securities                                            18               -            18
U.S. Government agencies                                           119              11           130
Municipal securities                                               151              19           170
Other securities                                                   (11)             23            12
Federal funds sold                                              (1,101)             22        (1,079)
Loans:
Commercial                                                       2,164             878         3,042
Real estate-construction                                           248              58           306
Real estate-other                                                1,564             313         1,877
Installment and other                                              217             (19)          198
                                                             ---------        --------      --------
Total Loans                                                      4,193           1,230         5,423
                                                             ---------        --------      --------
Total increase                                               $   3,312        $  1,339      $  4,651
                                                             =========        ========      ========
(Increase) decrease in interest expense:
Deposits:
Interest bearing checking                                    $     (11)       $     (6)     $    (17)
Money market                                                      (281)           (133)         (414)
Savings and time                                                  (281)           (196)         (477)
Other borrowed funds                                              (198)              -          (198)
                                                             ---------        --------      --------
Total increase                                                    (771)            335        (1,106)
                                                             ---------        --------      --------
Total change in net interest income                          $   2,541        $  1,004      $  3,545
                                                             =========        ========      ========
</TABLE>

(1) Changes not solely attributed to rate or volume have been allocated to
volume.
(2) Loan fees are reflected in rate volumes.


Total interest expense for the first six months of 2000 was $5.3 million, an
increase of $1.1 million or 26.5% relative to $4.2 million for the first six
months of 1999. The increase in interest expense reflects the increases in the
volume and the weighted average rate paid on interest earning liabilities.
Average interest bearing liabilities were $288.5 million for the first six
months of 2000 as compared to $248.4 million for the same period of the prior
year, an increase of $40.1 million or 16.1%. The weighted average rate paid on
these liabilities increased 31 basis points to 3.69% for the first six months of
2000 from 3.38% for the same period of 1999. The increase in the average rate is
attributed to a higher interest rate environment for deposits.

                                       10
<PAGE>

Net Interest Margin

Net interest margin increased 100 basis points to 6.75% for the six months ended
June 30, 2000, from 5.75% for the same period of the prior year. The increase in
the margin is attributed to a greater increase in average rate earned on earning
assets of 126 basis points relative to the increase in the average rate paid on
interest bearing deposits of 31 basis points.

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 six months ended June 30, 2000,
was $375,000 as compared to $90,000 for the six months ended June 30, 1999. The
increase in the provision was based principally on the growth in the loan
portfolio. See "Allowance for Loan Losses" for further discussion.

Non-Interest Income

Non-interest income for the six months ended June 30, 2000, was $878,000, an
increase of $325,000 or 58.8% from the six months ended June 30, 1999. Customer
service fees, the largest component of non-interest income, increased $254,000
due to the increase in deposit volume and the addition of the retail deposit
base of East County Bank. Retail deposit accounts generally have higher service
charges per account as compared to commercial accounts that generally compensate
bank services with deposit balances.

Non-Interest Expense

Non-interest expense totaled $9.6 million and $6.5 million for the six months
period ended June 30, 2000 and 1999, respectively. Salaries and employee
benefits for the six months ended June 30, 2000, increased $1.9 million or 48.0%
from the same period in 1999. The increase in salaries and employee benefits is
related to the increase in the number of employees associated with the
acquisition of East County Bank, the accrual of one-time executive severance and
employment contract payments in the second quarter and normal promotional and
merit increases. Full time equivalent personnel numbered 157 on June 30, 2000
compared to 116 on June 30, 1999.

Occupancy expense increased with the addition of three East County Bank offices.
Increases in the consulting and equipment expenses result from data processing
conversion of East County Bank and the increase in goodwill relates to the
amortization of goodwill created in the East County Bank merger.

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

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                  Noninterest Expense for the Six Months Ended,
                                                        June 30                June 30                 Dollar                %
(dollars in thousands)                                   2000                    1999                  Change             Change
                                                      -----------            ------------           ------------       -----------
<S>                                                   <C>                    <C>                    <C>                <C>
Salaries and related benefits                          $  5,975                 $4,037                  $  1,938             48.0%
Occupancy                                                   711                    549                       162             29.5%
Equipment                                                   655                    509                       146             28.7%
Data processing services                                    210                    204                         6              2.9%
Telephone and postage                                       252                    177                        75             42.4%
Legal fees                                                  108                     78                        30             38.5%
Goodwill and core deposit amortization                      266                     84                       182            216.7%
Marketing                                                   131                    113                        18             15.9%
Consulting fees                                             326                    132                       194            147.0%
Foreclosed asset expenses                                    36                      1                        35           3500.0%
FDIC insurance                                               22                     19                         3             15.8%
Other                                                       919                    637                       282             44.3%
                                                      -----------            ------------           ------------       -----------
TOTAL NONINTEREST EXPENSE                              $  9,611                 $6,540                  $  3,071             47.0%
                                                      ===========            ============           ============       ===========
</TABLE>

Provision for Income Taxes

The provisions for income taxes for the first half of 2000 and 1999 were
$1,822,000 and $1,640,000, respectively. These provisions represent effective
tax rates of 38.4% and 38.2%, respectively.

FINANCIAL CONDITION

Loans

Total loans at June 30, 2000 increased $93.0 million or 32.6% from December 31,
1999 due to the merger with East County Bank in combination with a strong
regional economy in 2000 and an overall strong demand for loans. On an unaudited
basis, East County Bank had total loans of $49 million on February 29, 2000.

The Bank concentrates its lending activities on commercial, real estate
construction and other forms of real estate loans made primarily to businesses.
Installment and other consumer loans are generally made to the owners and
principals of companies with whom the Bank maintains commercial relationships.

Real estate construction loans as a percentage of total loans were 4.7% at June
30, 2000 and 3.5% at December 31, 1999. The Bank maintains a limited portfolio
of real estate construction loans as the risks associated with real estate
construction lending are generally considered to be higher relative to other
forms of commercial 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 that are primarily owner-occupied and are generally granted
based on the rental or lease income stream generated by the property.

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

                                       12
<PAGE>

<TABLE>
<CAPTION>
                                                   June 30, 2000                                      Dec 31, 1999
                                          ---------------------------------             ---------------------------------------
(dollars in thousands)                        Amount                Percent                  Amount                   Percent
                                          -----------        --------------             ------------------        -------------
<S>                                       <C>                <C>                        <C>                       <C>
Commercial                                   $228,289                  60.3%                      $173,124                 60.6%
Real estate - construction                     17,716                   4.7%                        10,053                  3.5%
Real estate - other                           109,919                  29.0%                        85,470                 29.9%
Installment and other                          22,580                   6.0%                        16,890                  5.9%
                                          -----------        --------------             ------------------            ---------
  TOTAL                                      $378,504                 100.0%                      $285,537                100.0%
                                          ===========        ==============             ==================            =========
</TABLE>

Foreclosed Assets

Foreclosed assets totaled $164,000 at June 30, 2000, and consisted of one parcel
of undeveloped land. The Bank has received an offer for this property and has
written-down the book value of the property to approximate the net proceeds
anticipated on the transaction.

Non-Performing Assets

The Company's policy is to recognize interest income on an accrual basis unless
a loan becomes impaired. A loan is considered to be impaired when it becomes
probable that the Company will not recognize all amounts due under the original
terms of the loan agreement. At the time a loan is judged to be impaired, the
accrual of interest is discontinued and any accrued, but uncollected interest is
reversed. Thereafter, all payments are applied against principal until principal
is fully recovered with subsequent collections recognized as interest income as
they are received

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

<TABLE>
<CAPTION>
(dollars in thousands)                                 June 30, 2000       Dec 31, 1999        June 30, 1999
                                                       -------------       ------------        -------------
<S>                                                   <C>                 <C>                 <C>
Loans 90 days or more past due and still accruing             $  145             $  193               $  554
Non-accrual loans                                                737                632                  594
Non-accrual SBA guaranteed loans                                 836                  -                    -
Foreclosed assets                                                164                  -                    -
                                                       -------------       ------------        -------------
  Total non-performing assets                                 $1,882             $  825               $1,148
                                                       =============       ============        =============

Non-performing assets to period end loans,
 plus foreclosed assets                                          0.50%             0.29%                0.47%
                                                       --------------      ------------        -------------
</TABLE>

The increase in non-performing assets from December 31, 1999 to June 30, 2000 is
primarily due to the non-performing SBA loans and the foreclosed asset acquired
in the merger with East County Bank. At June 30, 2000, the recorded investment
in loans considered to be impaired was $1,573,000, all of which were on a non-
accrual basis. Of this total, $977,000 of non-performing loans has supporting
collateral or government guarantees that equal or exceed the book value and
accordingly do not have an associated allowance for loan loss. Loans totaling
$596,000 have an associated allowance for loan loss of $132,000. For the six
months ended June 30, 2000, the average recorded investment in impaired loans
was $820,000 and no interest income was recognized on impaired loans. If
interest income on those loans had been recognized, such income would have
approximated $32,000.

                                       13
<PAGE>

The Company has an active credit administrative function, which includes the
regular use of an external loan review firm, that periodically reviews all loans
to identify potential problem credits using quality standards and criteria
similar to those of regulatory agencies. Loans receiving lesser grades are
considered to be classified and fall into "substandard," "doubtful," or "loss"
categories. Substandard loans are characterized as having one or more defined
weaknesses that could result in a loss to the Company if the deficiencies are
not corrected. Doubtful loans have the weakness of substandard loans with the
added complication that those weaknesses are less likely to be remedied and are
of a character that increases the probability of a principal loss. A loan
classified as a loss is considered uncollectable and will be discharged against
the allowance.

The following table sets forth the classified assets as of the dates indicated.

<TABLE>
<CAPTION>
(dollars in thousands)
                                          June 30, 2000              Dec 31, 1999
                                       ------------------          -----------------
<S>                                    <C>                         <C>
Substandard                                $     9,656                $     8,415
Doubtful
                                                   715                         45
Loss                                                 -                          -
                                       ------------------          -----------------
Total Classified                           $    10,371                $     8,460

Classified Loans to Total Loans                   2.74%                      2.96%
</TABLE>

As of June 30, 2000, with the exception of the aforementioned classified loans
and non-performing assets, management was not aware of any loan about which it
has material reservations regarding the borrower's ability to comply with
existing loan repayment terms or which might result in such loans becoming
impaired or classified at some future date. Management cannot, however, predict
the impact of future economic events or conditions, or the impact such an
environment may have on the Company's loan portfolio. Accordingly, there can be
no assurances that other loans will not become impaired or classified in the
future.

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 recoveries of loans previously charged-
off and by provisions charged against earnings and is reduced by loan charge-
offs. Loans are charged off when they are judged to be impaired. A loan is
considered to be impaired when it becomes probable that the Company will not
recognize all amounts due under the original terms 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 loans in the portfolio to identify
potential problem credits and to assess the credit quality of the loan
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.

The following table summarizes the changes in the allowance for loan losses for
the periods indicated:

                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                   Six Months       Year          Six Months
                                                       Ended        Ended           Ended
(dollars in thousands)                            June 30, 2000  Dec 31, 1999   June 30, 1999
                                                  -------------  ------------   -------------
<S>                                               <C>            <C>            <C>
Balance, at beginning of period                       $  4,850      $  4,424     $  4,424
Charge-offs:
  Commercial                                               169           800          500
  Real estate - construction                                 -             -            -
  Real estate - other                                        -             -            -
  Installment and other                                     87             4            -
                                                   ------------  ------------ ------------
    Total charge-offs                                      256           804          500
Recoveries:
  Commercial                                                14           480           84
  Real estate - construction                                 -             -            -
  Real estate - other                                       87           351          217
  Installment and other                                     39            84           69
                                                   ------------  ------------ ------------
    Total recoveries                                       140           915          369
                                                   ------------  ------------ ------------
Net charge-offs                                            116         (111)          131
Provision acquired through merger                        1,108            -             -
Provision charged to operations                            375           315           90
                                                   ------------  ------------ ------------
Balance, at end of period                             $  6,217      $  4,850     $  4,383
                                                   ============  ============ ============
Ratio of net charge-offs to average loans
(annualized)                                              0.07%        -0.04%        0.11%
                                                   ============  ============ ============
Allowance at period end to total loans outstanding        1.64%         1.70%        1.68%
                                                   ============  ============ ============
</TABLE>

Investment Portfolio

The Company's Available for Sale portion of the investment portfolio is used
primarily for liquidity purposes and the Held to Maturity portion of the
portfolio is principally for investment income. The portfolio is primarily
composed of US Treasury securities, US government agency instruments and bank
qualified municipal obligations.

The table below summarizes the book value and estimated market values of
investment securities at the dates indicated.

<TABLE>
<CAPTION>
                                                       June 30, 2000                    December 31, 1999
                                               -------------------------------   --------------------------------
(dollars in thousands)                             Book            Market             Book            Market
                                                   Value           Value             Value            Value
                                               --------------  ---------------   ---------------  ---------------
<S>                                            <C>             <C>               <C>              <C>
SECURITIES HELD TO MATURITY:
  U.S. Treasury securities                            $  987          $   987           $     -          $     -
  U.S. government agencies and
    corporation                                       24,209           23,726            24,277           23,773
  Municipal securities                                21,499           21,148            19,105           18,660
  Collateralized mortgage obligations                     27               28                34               35
                                               --------------  ---------------   ---------------  ---------------
    TOTAL                                           $ 46,722         $ 45,889          $ 43,416         $ 42,468
                                               ==============  ===============   ===============  ===============
SECURITIES AVAILABLE FOR SALE:
  U.S. Treasury securities                          $      -         $      -          $  8,003         $  8,015
  U.S. government agencies and corporation            33,259           32,894            24,075           23,650
                                               --------------  ---------------   ---------------  ---------------
    TOTAL                                           $ 33,259         $ 32,894          $ 32,078         $ 31,665
                                               ==============  ===============   ===============  ===============
</TABLE>

                                       15
<PAGE>

Deposits

Total deposits increased $100.7 million or 30.1% to $435.4 million as of June
30, 2000, from $334.7 million as of December 31, 1999. The increase includes the
addition of East County Bank deposits. On an unaudited basis, East County Bank
had deposits of approximately $72 million on February 29, 2000.

For the six months ended June 30, 2000, average deposits totaled $394.7 million,
an increase of $51.4 million or 15.0% from $334.7 million for the same period in
1999. In addition to the deposits acquired from East County Bank, management
attributes the increase in deposits to strong regional economy and an increase
in the loan demand. The Company emphasizes developing total banking
relationships with its customers as a means of increasing its core deposit base.
Accordingly, the Company expects a correlation between total loans and total
deposits such that deposits are expected to increase as loan volume increases.

The table below sets forth information regarding the Bank's average deposits by
amount and percentage of total deposits for the six months ended June 30, 2000
and 1999.

<TABLE>
<CAPTION>
                                                                        Average Deposits
                                            -----------------------------------------------------------------------------
                                                                     Six Months Ended June 30,
                                            -----------------------------------------------------------------------------
(dollars in thousands)                                      2000                                     1999
                                            ------------------------------------     ------------------------------------
                                               Amount            Percentage             Amount              Percentage
                                            --------------     ---------------       --------------       ---------------
<S>                                         <C>                <C>                   <C>                  <C>
Demand accounts                                 $ 112,376             28.4%               $ 94,930             27.7%
Interest-bearing checking                          34,542              8.8%                 30,572              8.9%
Money market                                      119,620             30.3%                102,453             29.8%
Savings and time                                  128,193             32.5%                115,375             33.6%
                                            --------------       -----------         --------------       -----------
     Total                                      $ 394,731            100.0%              $ 343,330            100.0%
                                            ==============       ===========         ==============       ===========
</TABLE>

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 June 30, 2000, had the following
schedule of maturities:

(dollars in thousands)                              Total Maturing
                                                -------------------
Three months or less                                  $     57,639
After three months through six months                       24,485
After six months through twelve months                       4,851
After twelve months                                          1,783
                                                -------------------
    Total                                             $     88,758
                                                ===================


LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Liquidity risk refers to the Bank's ability to acquire funds to meet loan
demand, to fund deposit withdrawals and to service other liabilities as they
become due. The Bank's exposure to liquidity risk is monitored monthly by the
Risk Management Committee which includes members of the Board of Directors and
Senior Management. The Committee monitors such liquidity factors as maturing
loans and time deposits, unadvanced loan commitments, regional economic
conditions and historical seasonality to minimize the exposure to liquidity
risk.

To augment liquidity, the Bank has informal federal funds borrowing arrangements
with correspondent banks totaling $35.0 million. The Bank 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 June 30, 2000,

                                       16
<PAGE>

the Bank had no outstanding borrowings against these arrangements. Additionally,
at June 30, 2000, unpledged government securities that are available to secure
additional borrowing in the form of reverse repurchase agreements totaled
approximately $49.3 million. At June 30, 2000, the Bank had no reverse
repurchase agreements.

The liquidity position of the Company improved during the first half of 2000
from December 31, 1999. Cash and cash equivalents of $119.1 million were
provided by the increase in deposits and the proceeds of short-term investing.
Cash and cash equivalents of $6.0 million and $98.9 million were consumed by
operating and investing, respectively, to fund loan growth.

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, the liquidity position at June
30, 2000 was 21.3%, consistent with the ratio at December 31, 1999 of 23.6%.

Part of the Bank's normal lending activity involves making commitments to extend
credit. One risk associated with loan commitments is the demand on the Bank's
liquidity that would result if a significant portion of the commitments were
unexpectedly funded at one time. The Bank assesses the likelihood of projected
funding requirements by reviewing historical patterns, current and forecasted
economic conditions and individual funding needs.

On a stand-alone basis, the Company's primary source of liquidity is dividends
from the Bank. The ability of the Bank to pay dividends is subject to regulatory
approval.

Capital Resources

Total shareholders' equity increased to $49.4 million at June 30, 2000, from
$46.2 million at December 31, 1999, reflecting retained income of $2,925,000 for
the first half of 2000 and proceeds from the exercise of stock options of
$279,000.

The Company and the Bank are subject to capital adequacy guidelines issued by
the Federal Reserve Board of Governors that require 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 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 June 30, 2000, the Company's total risk-based capital ratio was 10.52%. The
following table presents the Company's risk-based capital and leverage ratios as
of June 30, 2000, and December 31, 1999.

                                       17
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Minimum Capital
                                                                                                  Requirements To Be
                                                                                             Considered Well Capitalized
                                                                        Minimum                  Under Prompt Corrective
(dollars in thousand)                     Actual                 Capital Requirements              Action Provisions
                               ----------------------------   ----------------------------   ----------------------------
                                  Amount          Ratio         Amount           Ratio          Amount          Ratio
                               -------------   ------------   ------------   -------------   -------------    -----------
<S>                            <C>             <C>            <C>            <C>             <C>              <C>
As of June 30, 2000:

  Total Capital
    (to Risk Weighted Assets)       $46,028         10.52%        $35,012           8.00%         $43,765         10.00%

  Tier 1 Capital
    (to Risk Weighted Assets)        40,548          9.26%         17,506           4.00%          26,259          6.00%

  Tier 1 Capital
    (to Average Assets)              40,548          9.11%         17,809           4.00%          22,261          5.00%


As of December 31, 1999:

  Total Capital
    (to Risk Weighted Assets)       $50,070         14.48%        $27,666           8.00%         $34,582         10.00%

  Tier 1 Capital
    (to Risk Weighted Assets)        45,741         13.23%         13,833           4.00%          20,749          6.00%

  Tier 1 Capital
    (to Average Assets)              45,741         11.80%         15,505           4.00%          19,381          5.00%
</TABLE>

Year 2000

For the past several years, the Company has been working to resolve the
potential impact of Year 2000 on its computer systems. The Year 2000 problem is
the result of computer programs being written using two digits rather than four
to define the applicable year. A time-sensitive program could interpret a date
using "00" as 1900 rather than the year 2000 and such interpretation could
result in major miscalculations or system failure. The Company also identified
and contacted customers with material loan or deposit balances to insure they
were prepared to meet the Year 2000 processing requirements. Further, the
Company took steps to avoid disruptions on February 29, 2000, the first leap
year in the new millennium.

The Company did not experience any failures or other disruptions of its
computerized systems resulting from the Year 2000 nor does it have any
information that indicates its customers or service providers were negatively
impacted by Year 2000 related issues.

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.

                                       18
<PAGE>

The Company's balance sheet was liability sensitive at June 30, 2000, due to the
amount of fixed rate assets. Generally, if more liabilities than assets reprice
at a given time in a rising rate environment, net interest income will
deteriorate, and in a declining rate environment, net interest income would
increase. Management believes there has been no significant change in the Bank's
market risk exposure disclosed in the Company's Annual Report on Form 10-K for
the year December 31, 1999.

                                       19
<PAGE>

Part II.  OTHER INFORMATION

Item 1.      Legal Proceedings - None

Item 2.      Changes in Securities - None

Item 3.      Defaults Upon Senior Securities - None

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

             (a) The annual meeting of shareholders of Civic BanCorp was held on
             May 4, 2000.

             (b) With respect to the election of directors at the annual meeting
             of shareholders on May 4, 2000, (i) proxies were solicited pursuant
             to Regulation 14 under the Securities and Exchange Act of 1934,
             (ii) there was no solicitation in opposition to management's
             nominees as listed in the proxy statement, and (iii) all such
             nominees were elected.

             (c) At the meeting, shareholders approved the 2000 Employee Stock
             Option Plan as described in the proxy statement. The Plan was
             approved by 2,816,035 votes in favor, 565,459 votes against and
             7,531 votes abstaining.

             (d) At the meeting, shareholders ratified the selection of KPMG LLP
             as independent accountants as described in the proxy statement. The
             selection was approved by 4,234,522 votes in favor, 11,716 votes
             against and 9,814 votes abstaining.

             The total number of shares of the Company's common stock
             outstanding as of March 7, 2000, the record date of the annual
             meeting was 4,682,889.

Item 5.      Other Information - None

Item 6.      Exhibits and Reports on Form 8-K - There were no reports on Form
             8-K during the period.

Exhibit No.

    27.      Financial Data Schedule.

                                       20
<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: August 8, 2000                  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

                                       21