<PAGE>
 
                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                  Quarterly Report Under Section 13 or 15(d)
                  of the Securities and Exchange Act of 1934


For the Quarter Ended                                 Commission file number
 September 30, 1996                                           0-13287
----------------------                                 ----------------------
                                 CIVIC BANCORP
         ------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)
 
          California                                              68-0022322
---------------------------------                            -------------------
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                2101 Webster Street, Oakland, California 94612
              --------------------------------------------------
             (Address of principal executive offices)  (Zip Code)

Registrant's telephone number,
   including area code:                                  (510) 836-6500
                                                      ---------------------


     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
                            -----       -----     

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of November 12, 1996: 4,515,883

The total number of pages in this form is   23
                                          ------

The index of exhibits appears on page  22
                                      ----

                                       1
<PAGE>
 
                                 CIVIC BANCORP
                                      AND
                                  SUBSIDIARY

<TABLE> 
<CAPTION> 

Index to Form 10-Q                                                 Page Number
                                                                   -----------
<S>                                                                <C>
PART I

     Item 1.        Financial Statements
 
                    Consolidated Balance Sheets -
                    September 30, 1996, September 30, 1995
                    and December 31, 1995                                  3
 
                    Consolidated Statements of Operations -
                    Nine Months Ended September 30, 1996 and
                    and September 30, 1995 and Three Months Ended
                    September 30, 1996 and September 30, 1995            4-5
 
                    Consolidated Statements of Cash Flows -
                    Nine Months Ended September 30, 1996 and
                    September 30, 1995                                     6
 
     Item 2.        Management's Discussion and Analysis of
                    Financial Condition and Results of
                    Operations                                             8
 
PART II.            Other Information                                     17

     Item 1.        Legal Proceedings
 
     Item 2.        Changes in Securities

     Item 3.        Defaults Upon Senior Securities

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

     Item 5.        Other Information

     Item 6.        Exhibits and Reports on Form 8-K

SIGNATURES                                                                23
</TABLE> 

                                       2
<PAGE>
 
Part I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                         CIVIC BANCORP AND SUBSIDIARY
                         ----------------------------
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------

(In thousands except shares)
<TABLE>
<CAPTION>
                                                     September 30,  September 30,  December 31,
                                                         1996           1995          1995
                                                    --------------- -------------- ------------
<S>                                                 <C>             <C>            <C>
ASSETS
Cash and due from banks                                   $ 12,469       $ 13,453     $ 16,758
Federal funds sold                                          19,400          6,500       14,800
                                                          --------       --------     --------
   Total cash and cash equivalents                          31,869         19,953       31,558
Securities available for sale                               26,751         10,039       10,021
Securities held to maturity
  (market value of $45,901, $53,866
   and $52,163, respectively)                               45,611         53,294       51,199
Other securities                                             1,717          1,599        1,636
Loans:
  Commercial                                                88,621         68,976       70,417
  Real estate-construction                                   3,160          3,716        4,067
  Real estate-other                                         56,628         58,773       61,752
  Installment and other                                     19,316         17,557       18,460
                                                          --------       --------     --------
  Total loans                                              167,725        149,022      154,696
Less allowance for loan losses                               5,133          4,843        4,960
                                                          --------       --------     --------
  Loans - net                                              162,592        144,179      149,736
Interest receivable and other assets                         4,185          3,926        3,914
Leasehold improvements and equipment - net                   1,563          1,864        1,730
Foreclosed assets                                              308            826          770
Other assets held for sale                                     275            297          275
                                                          --------       --------     --------
TOTAL ASSETS                                              $274,871       $235,977     $250,839
                                                          =========      ========     ========

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
  Noninterest-bearing                                     $ 65,358       $ 64,732      $73,149
  Interest-bearing:
    Checking                                                31,717         22,093       24,791
    Money market                                            82,091         75,434       68,151
    Time and savings                                        61,088         44,394       54,007
                                                          --------       --------     --------
  Total deposits                                           240,254        206,653      220,098
Accrued interest payable and other liabilities               2,035          1,220        1,381
                                                          --------       --------     --------
Total liabilities                                          242,289        207,873      221,479

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,
   4,515,883, 4,451,350 and 4,488,485 shares                31,423         36,488       36,751
Retained deficit                                                -          (8,396)      (7,411)
Retained earnings, (subsequent to July 1,1996
  date of quasi-reorganization, total deficit
  eliminated $5.5 million)                                   1,050             -            -
Net unrealized gain on securities
   available for sale                                          109             12           20
                                                          --------       --------     --------
Total shareholders' equity                                  32,582         28,104       29,360
                                                          --------       --------     --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $274,871       $235,977     $250,839
                                                          ========       ========     ======== 
</TABLE> 

                                       3
<PAGE>
 

                         CIVIC BANCORP AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              (In thousands except shares and per share amounts)
                                  (unaudited)
<TABLE>
<CAPTION>
                                     Three Months Ended Sept. 30,     Nine Months Ended Sept. 30,                    
                                    -----------------------------   ------------------------------                 
                                                                                                                                  
                                        1996             1995           1996              1995                                    
                                    ------------     ------------   ------------      ------------                                
<S>                                 <C>              <C>            <C>               <C> 
INTEREST INCOME:                                                                                                                  
Loans                                   $  4,209         $  3,928      $  12,394         $  11,925                                 
Securities available for sale,                                                                                                    
  securities held to maturity,                                                                                                    
  and other securities                       949            1,064          2,807             3,169                                 
Tax exempt securities                         68                3            102                10                                 
Federal funds sold                           239              147            282               561                                 
                                    ------------     ------------   ------------      ------------                                
Total interest income                      5,465            5,142         15,585            15,665                                 
                                                                                                                                  
INTEREST EXPENSE:                                                                                                                 
Deposits                                   1,417            1,215          3,654             3,823                                 
Other borrowings                               -                -              31                -                                  
                                    ------------     ------------   ------------      ------------                                
Total interest expense                     1,417            1,215          3,685             3,823                                 
                                    ------------     ------------   ------------      ------------                                
NET INTEREST INCOME                        4,048            3,927         11,900            11,842                                 
Provision for loan losses                     75              625            525             2,365                                 
                                    ------------     ------------   ------------      ------------                                
                                                                                                                                  
NET INTEREST INCOME AFTER                                                                                                         
  PROVISION FOR LOAN LOSSES                3,973            3,302         11,375             9,477                                 
                                    ------------     ------------   ------------      ------------                                
                                                                                                                                  
NONINTEREST INCOME:                                                                                                               
Customer service fees                        150              152            430               442                                 
Other                                         18               69             95               386                                 
                                    ------------     ------------   ------------      ------------                                
Total other income                           168              221            525               828                                 
                                                                                                                                  
NONINTEREST EXPENSES:                                                                                                             
Salaries and employee benefits             1,475            1,436          4,500             4,347                                 
Occupancy                                    251              253            753               747                                 
Equipment                                    219              226            647               670                                 
Goodwill and core deposit                                                                                                         
  amortization                                64               72            193               215                                 
Data processing services                      59               62            184               210                                 
FDIC insurance                                 1              (12)             2               240                                 
Telephone and postage                         62               65            188               195                                 
Consulting fees                               30               90            150               206                                 
Legal fees                                    44               51            134               152                                 
Marketing                                     52               42            168               161                                 
Foreclosed asset expense                     101                -            254               (45)                                
Other                                        298              333            942             1,082                                 
                                    ------------     ------------   ------------      ------------                                
Total other expenses                       2,656            2,618          8,115             8,180                                 
                                    ------------     ------------   ------------      ------------                                
                                                                                                                                  
INCOME BEFORE INCOME TAXES                 1,485              905          3,785             2,125                                 
Income tax expense                           435               30            825               100                                 
                                    ------------     ------------   ------------      ------------                                
NET INCOME                              $  1,050           $  875       $  2,960          $  2,025                                 
                                    ============     ============   ============      ============                                
                                                                                                                                  
NET INCOME PER COMMON SHARE                $0.23            $0.19          $0.64             $0.45                                 
                                    ============     ============   ============      ============                                
                                                                                                                                  
Weighted average shares                                                                                                           
  outstanding to compute net                                                                                                      
  income per common share              4,630,746        4,526,584      4,603,160         4,508,405                                 
                                    ============     ============   ============      ============                                 
</TABLE> 

                                       4
<PAGE>
 

                         CIVIC BANCORP AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------
                                (In thousands)

<TABLE>
<CAPTION>
                                                                Nine Months Ended Sept. 30,
                                                              -------------------------------
                                                                 1996               1995
                                                              -------------      ------------
<S>                                                           <C>                <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                      $   2,960         $   2,025
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Provision for loan losses                                         525             2,365
      Depreciation and amortization                                     597             1,546
      Loss on sale of fixed assets                                       30                40
      Loss (gain) on sale of foreclosed assets                           43              (197)
      Write-down of foreclosed assets                                    27                20
      Decrease in deferred loan fees                                   (149)               (8)
  Change in assets and liabilities:
      (Increase)decrease in interest receivable and other
        assets                                                         (464)              805
      Increase in accrued interest payable
      and other liabilities                                             654                36
                                                              -------------      ------------
Net cash provided by operating activities                             4,223             6,632

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                 (355)             (275)
  Expenditures on foreclosed assets                                       -               (23)
  Proceeds from sales of foreclosed assets                              467               436
  Pay-down on other assets held for sale                                  -                 9
  Net (increase) decrease in loans                                  (13,307)            4,502
  Activities in securities held to maturity:
    Proceeds from maturing securities                                14,098            10,014
    Purchases of securities                                          (8,392)          (10,107)
  Activities in securities available for sale:
    Proceeds from maturing securities                                10,000            15,307
    Purchases of securities                                         (26,752)          (11,115)
                                                              -------------      ------------
Net cash (used in) provided by investing activities                 (24,241)            8,748
                                                              
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options                                 173                21
Net increase(decrease) in deposits                                   20,156           (27,178)
                                                              -------------      ------------
Net cash provided by(used in) financing activities                   20,329           (27,157)
                                                              -------------      ------------

Net increase(decrease) in cash and cash equivalents                     311           (11,777)

Cash and cash equivalents at beginning of period                     31,558            31,730
                                                              -------------      ------------
Cash and cash equivalents at end of period                        $  31,869         $  19,953
                                                              =============      ============

Cash paid during year for:
  Interest                                                        $   3,601         $   3,726
  Income taxes                                                    $   1,322         $      85

Supplemental schedule of noncash investing activity:
  Loans transferred to foreclosed assets                          $      75         $     462
</TABLE> 

                                       5
<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
          subsidiary (the Company) have been prepared in accordance with
          generally accepted accounting principles for interim financial
          information and with the instructions to Form 10-Q. In the opinion of
          management, all adjustments necessary for a fair presentation of the
          financial position, results of operations and cash flows for the
          interim periods presented have been included. 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, 1995. The results of operations and cash flows are not necessarily
          indicative of those expected for the year. Net income per share
          computed on a primary and fully diluted basis is substantially the
          same.
          
2.   QUASI-REORGANIZATION

          The Company's deficit retained earnings at June 30, 1996 were incurred
          primarily as a result of substantial writedowns of real estate loans
          and foreclosed assets in 1992 and 1993, and the conditions giving rise
          to those losses have substantially changed. As a result, the Company
          determined that it was appropriate to effect a quasi-reorganization
          which was approved by the Company's Board of Directors on April 17,
          1996 and by the shareholders on May 30, 1996, and became effective
          July 1, 1996.

          In a quasi-reorganization, assets and liabilities are restated to fair
          values at the effective date. However, no adjustments were made to the
          assets and liabilities of the Company since, in the opinion of
          management, the book value of the Company's assets and liabilities
          approximated fair value at July 1, 1996. As a part of a quasi-
          reorganization, the deficit of $5.5 million in retained earnings was
          eliminated against common stock (paid-in capital). Retained earnings
          at September 30, 1996 and in the future will be dated to reflect only
          the results of operations subsequent to the effective date of the
          quasi-reorganization. Any future tax effects of the temporary
          differences, operating loss and tax credit carryforward items which
          arose prior to the effective date of the quasi-reorganization will be
          reported as a direct credit/debit to common stock (paid-in capital) as
          they are realized.

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

          Certain statements in Management's Discussion and Analysis of
          Financial Position and Results of Operations constitute "forward-
          looking" statements within the meaning of the Private Securities
          Litigation Reform Act of 1995. Such "forward-looking" statements are
          subject to known and unknown risks, uncertainties and other factors
          which may cause the actual results, performance, or achievements of
          the Company to be materially different from any 

                                       6
<PAGE>
 
     future results, performance, or achievements expressed or implied by such
     "forward-looking" statements.

     OVERVIEW

     For the nine months ended September 30, 1996, the Company reported net
     income of $2,960,000, or $.64 per share compared to net income of
     $2,025,000 or $.45 per share for the same period in 1995. The annualized
     return on average assets was 1.61% for the nine months ended September 30,
     1996 compared to 1.09% for the same period in 1995. The annualized return
     on average shareholders' equity for the nine months ended September 30,
     1996 and 1995 was 12.78% and 9.93%, respectively.

     RESULTS OF OPERATIONS

     Net interest income was consistent with the prior period at $11.9 million
     and $11.8 million for the first nine months of 1996 and 1995, respectively.
     Improvements in net interest income from changes in the mix of earning
     assets and reduced volumes of paying liabilities were offset by a less
     favorable interest rate environment in 1996 relative to 1995.

     Total interest income for the first nine months of 1996 decreased to $15.6
     million from $15.7 million for the same period in 1995. Average earning
     assets for the first nine months of 1996 declined slightly to $227.1
     million from $228.5 million for the same period of the prior year, however
     the mix of earning assets improved during 1996 as average loans, as a
     percentage of total average earning assets, increased to 72.3% from 64.8%
     for the first nine months of 1995. The positive impact on interest income
     from a shift in the mix of earning assets to higher yielding loans from Fed
     Funds sold and investment securities was offset by the lower interest rate
     environment in 1996, relative to 1995. The average rate earned on loans
     declined to 10.37% for the first nine months of 1996 from 10.77% for the
     same period of the prior year. The reference rate used by the Company to
     price loan products decreased .50% to 8.25% at September 30, 1996 from a
     reference rate of 8.75% at September 30, 1995.

     Total interest expense declined to $3.7 million from $3.8 million for the
     nine months ended September 30, 1995. The decline in interest expense is
     attributed to the decline in the volume of interest bearing liabilities
     offset by a higher average rate paid on those liabilities. Average interest
     bearing liabilities declined to $145 million from $153 million for the
     first nine months of 1996 and 1995, respectively, while the average rate
     paid on interest bearing liabilities increased 5 basis points to 3.39% from
     3.34% for the same periods, respectively.

     The net interest margin increased to 7.00% for the first nine months of
     1996 from 6.93% for the same period of 1995 and is primarily attributed to
     the improved mix of earning assets and the decline in the volume of
     interest bearing liabilities.

                                       7
<PAGE>
 
     The following table presents an analysis of the average balances, income
     and expense and the average rates for interest-earning assets and interest-
     bearing liabilities for the nine months ended September 30, 1996 and 1995.

<TABLE>
<CAPTION>
                                                          Nine months ended September 30,
                                         -------------------------------------------------------------
                                                     1996                            1995
                                         -----------------------------  ------------------------------
                                                    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            $  10,832  $     497     6.13% $   10,577  $      488    6.17%
Securities held for investment:
  U.S. Treasury securities                  10,799        495     6.12%     13,354         543    5.43%
  U.S. Government agencies                  33,241      1,711     6.88%     40,912       2,023    6.61%
  Municipal securities /1/                   2,983        102     4.57%        202          10    6.35%
Commercial Paper                               777         32     5.50%      1,082          51    6.30%
Other securities                             1,648         72     5.84%      1,550          64    5.50%
Federal funds sold                           7,278        282     5.18%     12,863         561    5.83%
Loans:/2/3/
  Commercial                                79,478      6,285    10.56%     68,055       5,718   11.23%
  Real estate-construction                   3,151        237    10.05%      4,892         376   10.28%
  Real estate-other                         59,506      4,546    10.20%     55,910       4,314   10.32%
  Installment and other                     17,492      1,326    10.13%     19,133       1,517   10.60%
                                         ---------  ---------  -------  ----------  ----------  ------
Total Loans                                159,627     12,395    10.37%    147,990      11,925   10.77%
                                         ---------  ---------  -------  ----------  ----------  ------
    Total Earning Assets                   227,185     15,585     9.16%    228,530      15,665   9.16%
Cash and due from banks                     16,832                          15,789
Leasehold improvements and equipment-net     1,643                           1,991
Interest receivable and other assets         3,531                           4,346
Foreclosed assets                              613                             743
Assets held for sale                           275                             297
Less Allowance for Loan Loss                (5,030)                         (3,684)
                                         ---------                      ----------
TOTAL ASSETS                             $ 245,049                      $  248,012
                                         =========                      ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
  Interest-bearing:
    Checking                             $  24,343  $     172     0.94% $   21,588  $      190    1.18%
    Money market                            72,969      1,782     3.26%     85,128       2,076    3.26%
    Time and savings                        47,161      1,700     4.82%     46,321       1,557    4.50%
    Other borrowed funds                       745         31     5.59%          -           -       -%
                                         ---------  ---------  -------  ----------  ----------  ------
Total interest-bearing liabilities         145,218      3,685     3.39%    153,037       3,823    3.34%
Demand deposits                             67,135                          66,226
Other liabilities                            1,809                           1,559
Shareholders' equity                        30,887                          27,190
                                         ---------                      ----------
TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY                  $ 245,049                      $  248,012
                                         =========                      ==========
 

Net Interest Income                                 $  11,900                       $   11,842
                                                    =========                       ==========

Net Interest Margin                      $ 245,049                7.00% $  248,012                6.93%
                                         =========                ====  ==========              ======

-------------------------  ------ ---------------- -------  -------------------  -------  ------
</TABLE>


(1)  Tax-exempt interest income has not been adjusted to a fully taxable 
equivalent basis.
(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 $313,000 and
$321,000 for the nine month periods ended 1996 and and 1995, respectively; fees
on real estate loans of $343,000 and $244,000 for the nine month periods of 1996
and 1995, respectfully; and fees on installment and other loans of $25,000 and
$31,000 for the same periods of 1996 and 1995.

     The following table sets forth changes in interest income and interest
     expense for each major category of interest-earning assets and interest-
     bearing 

                                       8
<PAGE>
 
     liabilities, and the amount of change attributable to volume and rate
     changes for the nine month period ended September 30, 1996.
<TABLE>
<CAPTION>
                                         Analysis of Changes in Interest Income and Expense
                                                Increase (Decrease) Due to Change in
                                                          1996 over 1995
                                                  Volume/1/    Rate /2/       Total
                                                 ---------   ------------    --------
                                                            (In thousands)
<S>                                              <C>         <C>             <C> 
Increase (decrease) in interest income
Securities available for sale                    $      12   $         (3)   $      9
Securities held to maturity:
   U.S. Treasury securities                           (104)            56         (48)
   U.S. government agency                             (379)            67        (312)
   Municipal security /3/                              131            (39)         92
          Commercial paper                             (14)            (5)        (19)
Other securities                                         3              5           8
Federal funds sold                                    (244)           (35)       (279)
Loans:
   Commercial                                          959           (392)        567
   Real estate-construction                           (147)             8        (139)
   Real estate-other                                   290            (58)        232
   Installment and other                              (130)           (61)       (191)
                                                 ---------   ------------    --------
Total loans                                            972           (503)        469
                                                 ---------   ------------    --------
Total increase (decrease)                        $     377   $       (457)   $    (80)

(Increase) decrease in interest expense:
Deposits:
   Interest-bearing checking                     $      24   $        (42)   $    (18)
   Money market                                       (296)             2        (294)
   Savings and time                                     28            115         143
Other borrowed funds                                    31              0          31
                                                 ---------   ------------    --------
Total (increase) decrease                        $    (213)  $         75    $   (138)

Total change in net interest income              $     590   $       (532)   $     58
</TABLE>

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

        (3)  Tax-exempt interest income has not been adjusted to a fully taxable
equivalent basis.


     Provision for Loan Losses

     The provision for loan losses for the nine months ended September 30, 1996
     was $525,000, a decrease of $1.9 million from $2.4 million for the nine
     months ended September 30, 1995. In the second quarter, 1995 the Company
     made a special provision following the completion of a regular examination
     by Federal Reserve Bank of San Francisco. The provision in 1996 reflects a
     return to a normalized level.

                                       9
<PAGE>
 
     Non-Interest Income

     Non-interest income for the nine months ended September 30, 1996 was
     $525,000, a decrease of $303,000 or 36.6% from the nine months ended
     September 30, 1995. The decrease in other income is attributed to non-
     recurring transactions during the first nine months of 1995 which included
     a gain on the sales of foreclosed assets of $72,000, the recovery of
     $132,000 related to the sale of the mortgage division in September 1994,
     and interest income of $58,000 allowed on an income tax refund.

     Non-Interest Expense

     Non-interest expense totaled $8.1 million and $8.2 million for the nine
     months ended September 30, 1996 and 1995, respectively. Salaries and
     employee benefits expense for the nine months ended September 30, 1996
     increased $153,000 or 3.5% from September 30, 1995. Full time equivalent
     personnel numbered 100 on September 30, 1996 compared to 113 on September
     30, 1995. Included in salaries and employees benefits are management
     incentive accruals which are based on the financial performance of the
     Company and have increased $315,000 for the first nine months of 1996 as
     compared to the same period of the prior year. For the nine months ended
     September 30, 1996 the Company recorded foreclosed asset expenses of
     $254,000 compared to expense recoveries of $45,000 for the same period of
     the prior year associated with managing, maintaining and liquidating
     foreclosed assets. FDIC insurance expense declined $238,000 for the nine
     months ended September 30, 1996 from $240,000 for the same period of the
     prior year due to a reduction in the assessment rate.

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

<TABLE> 
<CAPTION> 
                                                             Noninterest Expense
                                                 ----------- -------- --------- --------
                                                  Sept. 30   Sept. 30   Dollar     %
         (Dollars in thousands)                     1996      1995      Change   Change
                                                 ----------- -------- --------- --------
<S>                                              <C>         <C>       <C>        <C> 
         Salaries and related benefits...........    $4,500   $4,347      $153      3.5%
         Occupancy...............................       753      747         6      0.8%
         Equipment...............................       647      670       (23)    -3.4%
         Goodwill and core deposit amortization..       193      215       (22)   -10.2%
         Data processing services................       184      210       (26)   -12.4%
         FDIC insurance..........................         2      240      (238)   -99.2%
         Telephone and postage...................       188      195        (7)    -3.6%
         Consulting fees.........................       150      206       (56)   -27.2%
         Legal fees..............................       134      152       (18)   -11.8%
         Marketing...............................       168      161         7      4.3%
         Foreclosed asset expenses...............       254      (45)      299    664.4%
         Other...................................       942    1,082      (140)   -12.9%
                                                     ------   ------      ----    -----
         TOTAL NONINTEREST EXPENSE...............    $8,115   $8,180      ($65)    -0.8%
                                                     ======   ======      ====    =====

</TABLE>


                                       10
<PAGE>
 
     Provision for Income Taxes

     The provision for income taxes for the first nine months of 1996 increased
     to $825,000 from $100,000 for the same period of the prior year of which
     $435,000 was recorded in the third quarter. Beginning July 1, 1996, the
     effective date of the quasi-reorganization, the future tax effects of
     temporary differences, operating loss, and tax carryforward items which
     arose prior to the effective date of the quasi-reorganization are being
     reported as a direct adjustment to common stock.

     FINANCIAL CONDITION

     Loans

     Average loans increased $11.6 million or 7.8% to $159.6 million for the
     nine months ended September 30, 1996 from $148.0 million for the same
     period in 1995. The increase in average loans is attributed to an improving
     economy and an overall increase in loan demand.

     The investment in real estate construction loans, as a percentage of total
     loans, was 1.9% at September 30, 1996 compared to 2.5% the prior year. The
     relatively low level of real estate construction loans reflects
     management's decision to curtail real estate construction lending because
     the risks associated with construction loans are generally higher than
     those of other forms of lending.

     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.

     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.
<TABLE>
<CAPTION>
                                                   September 30,                 December 31,               September 30,
                                               -----------------------    --------------------------    ----------------------
                                                       1996                          1995                         1995
                                               -----------------------    --------------------------    ----------------------
                                                  Amount     Percent        Amount         Percent        Amount      Percent
                                               -----------  ----------    -----------   ------------    ----------  ----------

                                                                   (Dollars in thousands)
<S>                                             <C>          <C>          <C>           <C>             <C>          <C>
        Commercial............................     $88,621       52.8%        $70,417          45.5%       $68,976       46.3%
        Real estate - construction............       3,160        1.9%          4,067           2.6%         3,716        2.5%
        Real estate - other...................      56,628       33.8%         61,752          39.9%        58,773       39.4%
        Installment and other.................      19,316       11.5%         18,460          11.9%        17,557       11.8%
                                               -----------  ----------    -----------   ------------    ----------  ----------
          TOTAL...............................    $167,725      100.0%       $154,696         100.0%      $149,022      100.0%
                                               ===========  ==========    ===========   ============    ==========   =========

</TABLE>


     Non-Performing Assets

                                       11
<PAGE>
 
     The following table provides information with respect to the Company's non-
     performing assets at the dates indicated.
<TABLE>
<CAPTION>
                                                        Sept. 30   Dec. 31     Sept. 30
                                                          1996       1995        1995
                                                        --------   --------    --------
                                                            (Dollars in thousands)
<S>                                                     <C>        <C>         <C>
       Loans 90 days or more past due and still accruing $  151     $  325      $  627
       Non-accrual loans................................  3,200      2,859       2,956
       Other assets held for sale.......................    275        275         297
       Foreclosed assets................................    308        770         826
                                                         ------     ------      ------
         Total non-performing assets.................... $3,934     $4,229      $4,706
                                                         ======     ======      ====== 

       Non-performing assets to period end loans,
         other assets held for sale plus foreclosed asse   2.34%      2.70%       3.13%
                                                         =======    =======     =======
</TABLE> 

     At September 30, 1996, the recorded investment in loans considered to be
     impaired under SFAS No. 114 was $3,200,000, all of which were on a non-
     accrual status. Included in this amount are $233,000 of impaired loans for
     which the related allowance for loans losses is $218,000, and $2,967,000 of
     impaired loans which approximate the fair value of the supporting
     collateral and accordingly do not have an associated allowance for loan
     losses. For the nine months ended September 30, 1996, the average recorded
     investment in impaired loans was $2.9 million and no income was recognized
     on impaired loans. If interest income on those loans had been recognized,
     such income would have approximated $261,000.

     Allowance for Loan Losses

     The allowance for loan losses is maintained at a level that management of
     the Company considers to be adequate for losses that can be reasonably
     anticipated and for the risk of future losses inherent in the loan
     portfolio. In assessing the adequacy of the allowance for loan losses,
     management relies on its ongoing review of the loan portfolio to identify
     potential problem loans in a timely manner, ascertain whether there are
     probable losses which must be charged off and assess the aggregate risk
     characteristics of the portfolio. Factors which influence management's
     judgment include the impact of forecasted economic conditions, historical
     loan loss experience, the evaluation of risks which vary with the type of
     loan, creditworthiness of the borrower and the value of the underlying
     collateral.

     Analysis of the Allowance for Loan Losses

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

                                       12
<PAGE>
 
<TABLE>
<CAPTION>
                                                      Nine Months           Year     Nine Months
                                                        Ended              Ended       Ended
                                                      9-30-96             12-31-95   9-30-95
                                                      --------            --------   --------
                                                             (Dollars in thousands)
<S>                                                   <C>                 <C>        <C>
     Balance, at beginning of period.........           $4,960             $3,216    $3,216
     Charge-offs:
       Commercial............................               95                188        98
       Real estate - construction............              270                884       884
       Real estate - other...................              175                 33         -
       Installment and other.................              126                310       228
                                                        -------           -------    ------
         Total charge-offs...................              666              1,415     1,210
     Recoveries:
       Commercial............................              125                336       278
       Real estate - construction............               54                144       114
       Real estate - other...................              122                 34         7
       Installment and other.................               13                 80        73
                                                        ------            -------   -------
         Total recoveries....................              314                594       472
                                                        -------           -------    ------
     Net charge-offs.........................              352                821       738
     Provision charged to operations.........              525              2,565     2,365
                                                        -------           -------    ------
     Balance, at end of period...............           $5,133             $4,960    $4,843
                                                        =======            ======    ======

     Ratio of net charge-offs to average
       loans (annualized)....................             0.29%              0.55%     0.66%
                                                         ======            =======    =======
</TABLE>
 
     The balance in the allowance for loan losses at September 30, 1996 was $5.1
     million or 3.06% of total loans compared to $4.8 million or 3.25% at
     September 30, 1995. Management believes the coverage of the allowance for
     loan losses to non-performing loans and the overall portfolio was adequate
     at September 30, 1996 based upon the detailed review of the loan portfolio.

     Potential Problem Loans

     At September 30, 1996 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 and U.S. government agency instruments and investment
     grade municipal obligations. The Company has increased its investment in
     municipal securities to 

                                       13
<PAGE>
 
     benefit from the higher after-tax yields available on bank-qualified
     municipal securities.

     The table below summarizes the book value and estimated market values of
     investment securities at the dates indicated.
<TABLE>
<CAPTION>
                                                           September 30,
                                          ---------------------------------------------
                                                  1996                     1995
                                          --------------------    ---------------------
                                            Book      Market       Book        Market
                                            Value      Value       Value        Value
                                          --------   ---------    ---------   ---------
                                                      (Dollars in thousands)
<S>                                       <C>        <C>          <C>         <C>
     SECURITIES HELD TO MATURITY:
       U.S. Treasury securities...........  $10,850     $10,847      $10,724     $10,760 
       U.S. government agencies and                                                      
         corporation......................   26,042      26,361       42,391      42,919 
       Municipal securities...............    8,585       8,558           -          -   
       Collateralized mortgage obligations      134         135          179         187 
                                            -------     -------      -------     -------
         TOTAL............................  $45,611     $45,901      $53,294     $53,866 
                                            =======     =======      =======     =======
     SECURITIES AVAILABLE FOR SALE:                                                      
       U.S. Treasury securities...........  $12,046     $12,130      $ 4,994     $ 4,989 
       U.S. government agencies and                                                      
         corporation......................   14,596      14,621        5,033       5,050 
                                            -------     -------      -------     ------- 
         TOTAL............................  $26,642     $26,751      $10,027     $10,039 
                                            =======     =======      =======     =======  
</TABLE> 

     Deposits

     For the nine months ended September 30, 1996, average deposits totaled
     $211.6 million, a decrease of $7.7 million or 3.6% from $219.3 million for
     the same period in 1995. Management attributes the decline in deposits,
     particularly money market deposits, to increased competition and
     availability of nondeposit products such as mutual funds.

     The table below sets forth information regarding trends in the Bank's
     average deposits by amount and percentage of deposits for the nine months
     ended September 30, 1996 and 1995.

<TABLE>
<CAPTION>
                                             Average Deposits
                                   ------------------------------------------
                                     Nine Months Ended September 30,
                                   ------------------------------------------
                                          1996                1995
                                   --------  ----------  --------  ----------
                                   Amount    Percentage  Amount    Percentage
                                   --------  ----------  --------  ----------
<S>                                <C>       <C>         <C>       <C>
     Demand accounts.............   $ 67,135   31.7%       $66,226   30.2%   
     Interest-bearing checking...     24,343   11.5%        21,588    9.8%   
     Money market................     72,969   34.5%        85,128   38.8%   
     Savings and time............     47,161   22.3%        46,321   21.1%   
                                    --------  ------      --------  ------   
          Total..................   $211,608  100.0%      $219,263  100.0%   
                                    ========  =====       ========  =====
</TABLE>


                                       14
<PAGE>
 
     Certificates of deposit over $100,000 or more 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 deposit over $100,000 or more at September 30, 1996
     had the following schedule of maturities:

<TABLE>
<CAPTION>
     (In thousands)                        September 30, 1996
                                           -------------------
<S>                                        <C>
     Three months or less                           $17,993
     After three months through six months            5,404
     After six months through twelve months          12,332
     After twelve months                                665
                                                    -------
         Total                                      $36,394
                                                    =======
</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 as
     they come due. To augment liquidity, the Bank has informal Federal Funds
     borrowing arrangements with correspondent banks totaling $24.0 million,
     maintains a credit arrangement with the Federal Reserve Bank of San
     Francisco for open window borrowing and is a member of the Federal Home
     Loan Bank of San Francisco and through such membership has the ability to
     pledge qualifying collateral for short term (up to six months) and long
     term (up to five years) borrowing. At September 30, 1996 there were no
     outstanding advances.

     Additionally, at September 30, 1996, unpledged U.S. government securities
     that are available to secure additional borrowing in the form of reverse
     repurchase agreements totaled approximately $54.6 million. At September 30,
     1996 and 1995, the Bank had no outstanding borrowings against these
     arrangements.

     The liquidity position of the Company was consistent with the beginning of
     the year as cash flows required for investing activities were satisfied by
     financing and operating activities. Cash and cash equivalents of $24.2
     million were required to accommodate the growth in loans and investment
     securities. Deposit growth provided $20.3 million of cash and cash
     equivalents and operating activities provided an additional $4.2 million of
     cash and cash equivalents.

     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, (b) divided
     by total assets less pledged securities. Using this definition at September
     30, 1996, the Company had a liquidity ratio of 36.5% as compared to 35.3%
     at December 31,

                                       15
<PAGE>
 
     1995. The increase in liquidity position reflects the increase in unpledged
     securities.

     Capital Resources

     Total shareholders' equity increased to $32.6 million at September 30, 1996
     from $29.4 million at December 31, 1995 reflecting the addition to capital
     of $173,000 from the exercise of employee stock options, retained income of
     $2,960,000 and by the change in the unrealized gain on securities available
     for sale.

     The Company and the Bank are subject to capital adequacy guidelines issued
     by the Federal Reserve Board which require a minimum risk-based capital
     ratio of 8%. At least 4% must be in the form of "Tier 1" capital and
     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, (no more than 1.25% of risk-weighted assets) the allowance for
     loan losses.

     At September 30, 1996, the Company's risk-based capital ratio was 16.90%.
     The following table presents the Company's risk-based capital and leverage
     ratios as of September 30, 1996 and December 31, 1995.

<TABLE>
<CAPTION>
                                          RISK-BASED CAPITAL RATIOS
                                   ------------------------------------
                                           (Dollars in thousands)
                                   September 30, 1996 December 31, 1995
                                   ------------------ -----------------
                                    Amount    Ratio     Amount   Ratio
                                   ------------------ -----------------
<S>                                <C>        <C>      <C>      <C>
Company Capital Ratios:
Tier 1 Capital                     $ 31,364   16.90%   $ 28,102  16.04%
Tier 1 minimum requirement            7,424    4.00%      7,008   4.00%
                                   --------   -----    --------  ----- 
Excess                             $ 23,940   12.90%   $ 21,094  12.04%
                                   ========   =====    ========  ===== 
                                                            
Total Capital                      $ 33,719   18.17%   $ 30,292  17.29%
Total Capital minimum                                       
  requirement                        14,849    8.00%     14,016   8.00%
                                   --------   -----    --------  ----- 
Excess                             $ 18,870   10.17%   $ 16,276   9.29%
                                   ========   =====    ========  ===== 
                                                            
Risk-adjusted assets               $185,611            $175,194
                                   ========            ========
                                                            
Leverage ratio                                11.20%             10.99%
Leverage ratio minimum                         4.00%              4.00%
                                              -----              -----
Leverage ratio excess                          7.20%              6.99%
                                              =====              =====

</TABLE>
 

                                       16
<PAGE>
 
   PART II.  OTHER INFORMATION

   Item 1.   Legal Proceedings - None

   Item 2.   Changes in Securities

                    On October 16, 1996, the Board of Directors of the Company
               amended the Company's bylaws to (i) require shareholders to give,
               and establish procedures for giving, advance notice of the
               nomination of candidates for the Board of Directors, other than
               persons nominated by the Company's nominating committee, and (ii)
               impose certain qualification requirements (primarily lack of
               affiliation with another financial institution operating or
               intending to operate in the Company's general service area). The
               changes are set forth in new sections 3.19 and 3.20 of the
               Company's bylaws.

                    On October 16, 1996, the Board of Directors of Civic BanCorp
               (the "Company") declared a dividend of one preferred share
               purchase right (a "Right") for each outstanding share of common
               stock, no par value (the "Common Shares"), of the Company. The
               dividend is payable on November 22, 1996 (the "Record Date") to
               shareholders of record on that date. Each Right entitles the
               registered holder to purchase from the Company one one-hundredth
               of a share of Series A Junior Participating Preferred Stock, no
               par value (the "Preferred Shares"), of the Company at a price of
               $35.00 per one one-hundredth of a Preferred Share (the "Purchase
               Price"), subject to adjustment. The description and the terms of
               the Rights are set forth in a Rights Agreement dated as of
               November 8, 1996 (the "Rights Agreement") between the Company and
               ChaseMellon Shareholder Services L.L.C., as rights agent (the
               "Rights Agent").

                    Initially, the Rights will be attached to all certificates
               representing Common Shares then outstanding, regardless of
               whether any such certificate has a copy of this Summary of Rights
               attached thereto, and no separate Rights Certificate will be
               distributed. The Rights will separate from the Common Shares and
               a Distribution Date will occur upon the earlier of (i) 10 days
               following a public announcement that a person or group of
               affiliated or associated persons (other than a person or such a
               group that beneficially owned 10% or more of the outstanding
               Common Shares and made all filings under Federal securities and
               banking laws with respect to such beneficial ownership by
               November 8, 1996) (an "Acquiring Person") have acquired
               beneficial ownership of 10% or more of the outstanding Common
               Shares, or (ii) 10 business days (or such later date as may be
               determined by action of the Board of Directors prior 

                                       17
<PAGE>
 
               to such time as any Person becomes an Acquiring Person) following
               the commencement of, or announcement of an intention to make, a
               tender offer or exchange offer the consummation of which would
               result in the beneficial ownership by a person or group of 10% or
               more of such outstanding Common Shares (unless the Company's
               Board of Directors has approved the offer).

                    The Rights Agreement provides that, until the Distribution
               Date, the Rights will be transferred with and only with the
               Common Shares. Until the Distribution Date (or earlier redemption
               or expiration of the Rights), new Common Share certificates
               issued after the Record Date, upon transfer or new issuance of
               Common Shares, will contain a notation incorporating the Rights
               Agreement by reference. Until the Distribution Date (or earlier
               redemption or expiration of the Rights), the surrender for
               transfer of any certificates for Common Shares outstanding as of
               the Record Date, even without such notation or a copy of this
               Summary of Rights being attached thereto, will also constitute
               the transfer of Rights associated with the Common Shares
               represented by such certificate. As soon as practicable following
               the Distribution Date, separate certificates evidencing the
               Rights ("Rights Certificates") will be mailed to holders of
               record of the Common Shares as of the close of business on the
               Distribution Date and such separate Rights Certificates alone
               will evidence the Rights.

                    The Rights are not exercisable until the Distribution Date.
               The Rights will expire on October 31, 2006 (the "Final Expiration
               Date"), unless the Rights are earlier redeemed or exchanged by
               the Company, in each case as described below.

                    The Purchase Price payable, and the number of Preferred
               Shares or other securities or property issuable, upon exercise of
               the Rights are subject to adjustment from time to time to prevent
               dilution (i) in the event of a stock dividend on, or a
               subdivision, combination or reclassification of, the Preferred
               Shares, (ii) upon the grant to holders of the Preferred Shares of
               certain rights or warrants to subscribe for or purchase Preferred
               Shares at a price, or securities convertible into Preferred
               Shares with a conversion price, less than the then current market
               price of the Preferred Shares or (iii) upon the distribution to
               the holders of the Preferred Shares of evidences of indebtedness
               or assets (excluding regular periodic cash dividends paid out of
               earnings or retained earnings or dividends payable in Preferred
               Shares) or of subscription rights or warrants (other than those
               referred to above).
               

                                       18
<PAGE>
 
                    The number of outstanding Rights and the number of one one-
               hundredths of a Preferred Share issuable upon exercise of each
               Right are also subject to adjustment in the event of a stock
               split of the Common Shares of a stock dividend payable in Common
               Shares or a subdivision, consolidation or combination of the
               Common Shares occurring, in any such case, prior to the
               Distribution Date.

                    Preferred Shares purchasable upon the exercise of the Rights
               will not be redeemable. Each Preferred Share will be entitled to
               a minimum preferential dividend payment of 100 times the dividend
               declared per Common Share. In the event of liquidation, the
               holders of the Preferred Shares will be entitled to a minimum
               preferential liquidation payment of $100.00 per share but will be
               entitled to an aggregate payment of 100 times the payment made
               per Common Share. Each Preferred Share will have 100 votes,
               voting together with the Common Shares. Finally, in the event of
               any merger, consolidation or other transaction in which Common
               Shares are exchanged, each Preferred Share will be entitled to
               receive 100 times the amount received per Common Share. These
               rights are protected by customary antidilution provisions.

                    Because of the nature of the Preferred Shares' dividend,
               liquidation and voting rights, the value of the one one-hundredth
               interest in a Preferred Share purchasable upon exercise of each
               Right should approximate the value of one Common Share.

                    In the event that (i) any person or group of affiliated or
               associated persons (other than a person or such a group that, as
               of November 8, 1996, beneficially owned 10% or more of the
               outstanding Common Shares and made all filings under the Federal
               securities and banking laws with respect to such beneficial
               ownership) becomes the beneficial owner of 10% or more of the
               outstanding Common Shares (unless such person first acquires 10%
               or more of the outstanding Common Shares by a purchase pursuant
               to a tender offer for all the Common Shares which the independent
               directors determine to be fair to and otherwise in the best
               interests of the Company and its shareholders, employees,
               customers and communities in which the Company does business or
               through other purchases that have been approved by the
               directors), or (ii) during such time as there is an Acquiring
               Person, there shall be a reclassification of securities or a
               recapitalization or reorganization of the Company or other
               transaction or series of transactions involving the Company which
               has the effect of increasing by more than 1% the proportionate
               share of the outstanding shares of any class of equity securities
               of the Company or any of its subsidiaries beneficially owned by
               the Acquiring Person (each a "flip-in" event), proper provision
               shall be made so that each holder of a Right, other than the
               Rights 

                                       19
<PAGE>
 
               beneficially owned by the Acquiring Person (which will thereafter
               be void), will thereafter have the right to receive upon exercise
               that number of Common Shares (or, in the event that there are
               insufficient authorized Common Shares, substitute consideration
               such as cash, property, or other securities of the Company, such
               as Preferred Stock) having a market value of two times the
               exercise price of the Right. In the event the Company is acquired
               in a merger or other business combination transaction or 50% or
               more of its consolidated assets or earning power are sold (a
               "flip-over event"), proper provision will be made so that each
               holder of a Right will thereafter have the right to receive, upon
               the exercise thereof at the then current exercise price of the
               Right, that number of shares of common stock of the acquiring
               company which at the time of such transaction will have a market
               value of two times the exercise price of the Right.

                    At any time after the acquisition by a person or group of
               affiliated or associated persons of beneficial ownership of 10%
               or more of the outstanding Common Shares, and prior to the
               acquisition by such person or group of 50% or more of the
               outstanding Common Shares, the Board of Directors of the Company
               may exchange the Rights (other than Rights owned by such person
               or group which have become void), in whole or in part, at an
               exchange ratio of one Common Share, or one one-hundredth of  a
               Preferred Share (or of a share of a class or series of the
               Company's preferred stock having equivalent rights, preferences
               and privileges), per Right (subject to adjustment).

                    With certain exceptions, no adjustment in the Purchase Price
               will be required until cumulative adjustments require an
               adjustment of at least 1% in such Purchase Price. No fractional
               Preferred Shares will be issued (other than fractions which are
               integral multiples of one one-hundredth of a Preferred Share,
               which may, at the election of the Company, be evidenced by
               depository receipts) and in lieu thereof, an adjustment in cash
               will be made based on the market price of the Preferred Shares on
               the last trading day prior to the date of exercise.

                    At any time before a person becomes an Acquiring Person, the
               Board of Directors of the Company may redeem the Rights in whole,
               but not in part, at a price of $0.001 per Right (the "Redemption
               Price"). After the redemption period has expired, the Company's
               rights of redemption may be reinstated if, prior to competition
               of certain recapitalizations, mergers and other business
               combinations, an Acquiring Person reduces its beneficial
               ownership to less than 10% of the outstanding Common Shares in a
               transaction or series of transactions not involving the Company.
               The redemption of the 

                                       20
<PAGE>
 
               rights may be made effective at such time, on such basis and with
               such conditions as the Board of Directors in its sole discretion
               may establish. Immediately upon any redemption of the Rights, the
               right to exercise the Rights will terminate and the only right of
               the holders of Rights will be to receive the Redemption Price.

                    The terms of the Rights may be amended by the Board of
               Directors of the Company without the consent of the holders of
               the Rights, including an amendment to lower certain thresholds
               described above to not less than the greater of (i) any
               percentage greater than the largest percentage of the outstanding
               Common Shares then known to the Company to be beneficially owned
               by any person or group of affiliated or associated persons
               (unless such person or group is excluded from the effect of such
               reduction) and (ii) 10% except that from and after such time as
               any person becomes an Acquiring Person no such amendment may
               adversely affect the interests of the holders of the Rights.

                    Until a Right is exercised, the holder of a Right will not,
               by reason of being such a holder, have rights as a shareholder of
               the Company, including, without limitation, the right to vote or
               receive dividends.

                    A copy of the Rights Agreement has been filed with the
               Securities and Exchange Commission as an Exhibit to the Company's
               Registration Statement on Form 8-A. A copy of the Rights
               Agreement is available free of charge from the Company. This
               summary description of the Rights does not purport to be complete
               and is qualified in its entirety by reference to the Rights
               Agreement.


   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

                                       21
<PAGE>
 
Exhibit
Number         Exhibit
----------     -------

   3.2         Certificate of Determination for Series A Junior Participating
               Preferred Shares, incorporated by reference from exhibits to the
               Company's registration statement on Form 8-A filed on or about
               November 12, 1996
 
   3.3         New sections 3.19 and 3.20 of the company's Bylaws
 
   3.4         Bylaws of the Company as amended to October 16, 1996
 
   4           Rights Agreement between the Company and ChaseMellon Shareholder
               Services LLC dated November 8, 1996, including Rights Certificate
               attached thereto as an exhibit, incorporated by reference from
               exhibits to the Company's registration statement on Form 8-A 
               filed on or about November 12, 1996
                                                              
  27           Financial Data Schedule

                                       22
<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: November 12, 1996                By: /s/ Herbert C. Foster
                                           -----------------------------------
                                           Herbert C. Foster
                                           President
                                           Chief Executive Officer

                                       23