<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDED                    JUNE 30, 1999
                ----------------------------------------------------------------
COMMISSION FILE NUMBER               0-16595
                      ----------------------------------------------------------

                           SUBURBAN BANCSHARES, INC.
--------------------------------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

<TABLE>
<CAPTION>
                 DELAWARE                                               54-1319441
---------------------------------------------------------------------------------------------
<S>                                                    <C>
(STATE OR OTHER JURISDICTION OF INCORPORATION)         (I.R.S. EMPLOYER IDENTIFICATION NO.)

 7505 GREENWAY CENTER DRIVE, GREENBELT, MARYLAND                     20770
-----------------------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                           (ZIP CODE)
</TABLE>

                                  (301)474-6694
--------------------------------------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

--------------------------------------------------------------------------------
     (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE
                                  LAST REPORT)


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
                            ----                            ----
COMMON STOCK $.01 PAR VALUE                 OUTSTANDING AT AUGUST 3, 1999
---------------------------                 -----------------------------
        (CLASS)

                                                11,301,218 SHARES
                                             -----------------------
<PAGE>   2

                            SUBURBAN BANCSHARES, INC.

                                S.E.C. FORM 10-Q

                                  JUNE 30, 1999

<TABLE>
<CAPTION>
PART  I.  FINANCIAL INFORMATION                                                              PAGE NO.
-------------------------------                                                              --------
<S>                                                                                          <C>
ITEM 1.   CONDENSED FINANCIAL STATEMENTS

                CONSOLIDATED BALANCE SHEETS JUNE 30, 1999 (UNAUDITED)
                AND DECEMBER 31, 1998 (AUDITED)                                                     3

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998                                    4

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                THREE MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998                                  5

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998                                    6

                CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
                SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998                                    7

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                          7-10

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     10-18

PART II.  OTHER INFORMATION
---------------------------
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                       18


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                                          18

</TABLE>


FORWARD-LOOKING INFORMATION

     PORTIONS OF THIS QUARTERLY REPORT ON FORM 10Q CONTAIN FORWARD-LOOKING
STATEMENTS, INCLUDING STATEMENTS OF GOALS, INTENTIONS, AND EXPECTATIONS,
REGARDING OR BASED UPON GENERAL ECONOMIC CONDITIONS, INTEREST RATES,
DEVELOPMENTS IN NATIONAL AND LOCAL MARKETS, THE COMPANY'S ABILITY TO ADDRESS THE
YEAR 2000 ISSUE AND THE ABILITY OF THIRD PARTIES TO EFFECTIVELY ADDRESS THEIR
YEAR 2000 ISSUES, AND OTHER MATTERS, WHICH, BY THEIR NATURE, ARE SUBJECT TO
SIGNIFICANT UNCERTAINTIES. BECAUSE OF THESE UNCERTAINTIES AND THE ASSUMPTIONS ON
WHICH STATEMENTS IN THIS REPORT ARE BASED, THE ACTUAL FUTURE RESULTS MAY DIFFER
MATERIALLY FROM THOSE INDICATED IN THIS REPORT.

                                       2
<PAGE>   3


SUBURBAN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                                                           June 30,    December 31,
                                                                                                               1999            1998
(in thousands)                                                                                          (unaudited)       (audited)

<S>                                                                                                       <C>             <C>
ASSETS

Cash and due from banks                                                                                   $  11,759       $  12,280
Federal funds sold                                                                                           20,378          43,093
Investment securities available for sale                                                                     48,564          45,843

Loans held for sale                                                                                             544           1,814

Loans                                                                                                       135,195         129,885
  Less: Allowance for loan losses                                                                            (1,775)         (1,524)
Loans, net                                                                                                  133,420         128,361

Premises and equipment, net                                                                                   2,177           1,683
Foreclosed real estate                                                                                          364             535
Accrued interest receivable                                                                                   1,368           1,387
Deferred income taxes                                                                                         3,139           2,474
Other assets                                                                                                  1,172           1,096

TOTAL ASSETS                                                                                               $222,885        $238,566


LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits:
  Noninterest-bearing deposits                                                                            $  36,498       $  37,507
  Interest-bearing deposits                                                                                 150,080         169,873
    Total deposits                                                                                          186,578         207,380

Securities sold under repurchase agreements                                                                  10,725           9,523

Accrued expenses and other liabilities                                                                        4,918             951

Total liabilities                                                                                           202,221         217,854

Commitments and contingent liabilities                                                                           --              --


Shareholders' equity:
  Preferred stock, $.01 par value; 1,000,000 shares authorized; no shares issued or outstanding                  --              --
  Common stock, $.01 par value; 20,000,000 shares authorized; shares issued and outstanding:
         11,301,218 at June 30, 1999 and 10,951,218 at December 31, 1998                                        113             109
  Paid-in capital - stock options                                                                                 0             534
  Additional paid-in capital                                                                                 25,953          25,259
  Accumulated deficit                                                                                        (4,850)         (5,484)
  Accumulated other comprehensive income (loss)                                                                (552)            294
Total shareholders' equity                                                                                   20,664          20,712

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                                 $222,885        $238,566
</TABLE>

See accompanying notes to consolidated financial statements




                                       3
<PAGE>   4



SUBURBAN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>

                                                                                             Six months ended June 30,

(in thousands, except per share data)                                                     1999                   1998

<S>                                                                                    <C>                    <C>
INTEREST INCOME
Interest and fees on loans                                                             $ 5,143                $ 5,069
Taxable interest on securities                                                           1,457                  1,022
Interest on Federal funds sold and deposits with other banks                               448                    604
Total interest income                                                                    7,048                  6,695

INTEREST EXPENSE
Interest on deposits                                                                     3,045                  2,849
Interest on short-term borrowings                                                          157                     85
Total interest expense                                                                   3,202                  2,934

NET INTEREST INCOME                                                                      3,846                  3,761
Provision for loan losses                                                                  264                    195
Net interest income after provision for loan losses                                      3,582                  3,566

NONINTEREST INCOME
Service charges on deposit accounts                                                        291                    310
Gain on sale of investment securities                                                       23                     --
Other income                                                                               252                    142
Total noninterest income                                                                   566                    452

NONINTEREST EXPENSE
Salaries and employee benefits                                                           1,834                  1,649
Occupancy expense                                                                          395                    366
Furniture and equipment expense                                                            143                    129
Other expense                                                                            1,099                    892
Total noninterest expense                                                                3,471                  3,036

Income before income taxes                                                                 677                    982
   Income tax                                                                              224                    351

NET INCOME                                                                               $ 453                $   631

Basic earnings per common share                                                          $0.04                  $0.06
Diluted earnings per common share                                                         0.04                   0.06
</TABLE>

See accompanying notes to consolidated financial statements






                                       4
<PAGE>   5




SUBURBAN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>

                                                                                  Three months ended June 30,

(in thousands, except per share data)                                              1999                 1998
<S>                                                                             <C>                  <C>
INTEREST INCOME
Interest and fees on loans                                                      $ 2,632              $ 2,568
Taxable interest on securities                                                      745                  540
Interest on Federal funds sold and deposits with other banks                        190                  367
Total interest income                                                             3,567                3,475

INTEREST EXPENSE
Interest on deposits                                                              1,510                1,515
Interest on short-term borrowings                                                    80                   49
Total interest expense                                                            1,590                1,564

NET INTEREST INCOME                                                               1,977                1,911
Provision for loan losses                                                           189                   95
Net interest income after provision for loan losses                               1,788                1,816

NONINTEREST INCOME
Service charges on deposit accounts                                                 144                  159
Other income                                                                        104                   85
Total noninterest income                                                            248                  244

NONINTEREST EXPENSE
Salaries and employee benefits                                                      912                  833
Occupancy expense                                                                   204                  184
Furniture and equipment expense                                                      81                   66
Other expense                                                                       612                  453
Total noninterest expense                                                         1,809                1,536

Income before income taxes                                                          227                  524
   Income tax                                                                        70                  188

NET INCOME                                                                        $ 157              $   336

Basic earnings per common share                                                   $0.01                $0.03
Diluted earnings per common share                                                  0.01                 0.03

</TABLE>
See accompanying notes to consolidated financial statements






                                       5
<PAGE>   6




SUBURBAN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>

                                                                                           Six Months Ended June 30,


 (in thousands)                                                                            1999                 1998
<S>                                                                                        <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                                                                         $453                 $631
  Adjustments to reconcile net income to net cash provided by operating activities:
     Depreciation                                                                                     151                  117
     Provision for loan losses                                                                        264                  195
     Deferred income tax expense                                                                      176                  351
     Originations of loans held for sale                                                           (3,761)                  --
     Proceeds from loan sales                                                                       5,031                   --
     Net realized gains on available for sale securities                                              (23)                  --
     Net accretion on securities                                                                      (29)                 (54)
     Increase (decrease) in deferred loan fees                                                         18                  (58)
     Net decrease (increase) in premium on loans purchased                                            416                 (222)
     Increase in accrued income and other assets                                                     (56)                 (121)
     Increase in accrued expenses and other liabilities                                             3,968                   68
     Loss (gain) on sale of foreclosed real estate                                                      4                  (15)

  Net cash provided by operating activities                                                         6,612                  892

CASH FLOWS FROM INVESTING ACTIVITIES:
  Decrease (increase) in Federal funds sold                                                        22,715              (16,163)
  Purchases of available for sale securities                                                      (13,598)              (8,809)
  Proceeds from maturities of available for sale securities                                         8,670                4,450
  Proceeds from prepayments of principal on securities                                                377                   31
  Proceeds from sales of available for sale securities                                                505                   --
  Net increase in loans                                                                            (5,862)              (5,306)
  Purchases of loans                                                                                   --               (3,541)
  Net purchases of premises and equipment                                                            (645)                (178)
  Proceeds from sale of foreclosed real estate                                                        271                  755

  Net cash provided (used) by investing activities                                                 12,433              (28,761)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (decrease) increase in total deposits                                                       (20,803)              27,701
  Net increase in securities sold under agreements to repurchase                                    1,202                4,461
  Net proceeds from sale or issuance of common stock                                                   35                   --

  Net cash (used) provided by financing activities                                                (19,566)              31,532

Net (decrease) increase in cash and due from banks                                                   (521)               3,663
Cash and due from banks at beginning of period                                                     12,280               10,759

Cash and due from banks at end of period                                                          $11,759              $14,422

Interest paid                                                                                      $3,233               $2,904
Income taxes paid                                                                                      48                   16
Loans transferred to foreclosed real estate                                                           105                  740

</TABLE>
 See accompanying notes to consolidated financial statements







                                       6
<PAGE>   7




SUBURBAN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)

<TABLE>
<CAPTION>

(in thousands)                                                                                Accumulated
                                                                                                 Other
Six Months Ended                                             Comprehensive    Accumulated    Comprehensive   Common     Paid-in
June 30, 1999                                       Total        Income         Deficit          Income       Stock     Capital
<S>                                                <C>              <C>         <C>                  <C>         <C>       <C>
Beginning balances as previously
 reported                                          $20,712                      $(5,484)             $294        $109      $25,793
Adjustment for prior year's one-time
 recognition of a deferred tax asset
 associated with deferred compensation
 expense                                               181                          181
                                                   -------                      -------              ----        ----      -------
Beginning balances as restated                     $20,893                      $(5,303)             $294        $109      $25,793
Exercise of stock options                              164                                                          4          160
Comprehensive income:
   Net income                                          453                          453
   Other comprehensive income, net of tax                              453
     Unrealized gains (losses)on securities
     available for sale                               (846)           (846)                          (846)
                                                   -------           -----
Comprehensive income                                                  (393)
                                                   =======           =====      -------             -----        ----      -------
Ending balances                                    $20,664                      $(4,850)            $(552)       $113      $25,953
                                                   =======                      =======             =====        ====      =======

Six Months Ended
June 30, 1998

Beginning balances                                 $19,182                      $(6,910)             $190        $109      $25,793
                                                   -------                      -------              ----        ----      -------
Comprehensive income:
  Net income                                           631                          631
  Other comprehensive income, net of tax                               631
     Unrealized gains (losses) on securities
     available for sale                                 26              26                             26
                                                                       ---
Comprehensive income                                                   657
                                                   -------             ===      -------              ----        ----      -------
Ending balances                                    $19,839                      $(6,279)             $216        $109      $25,793
                                                   =======                      =======              ====        ====      =======
</TABLE>



                            SUBURBAN BANCSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

            The accompanying unaudited consolidated financial statements, which
include the accounts of Suburban Bancshares, Inc. ("Bancshares" or "the
Company") and its wholly-owned subsidiary, Suburban Bank of Maryland ("Suburban
Maryland"), have been prepared in accordance with the instructions to Form 10-Q
and do not include all of the disclosures required by generally accepted
accounting principles. All adjustments which, in the opinion of management, are
necessary to a fair presentation of the results for the interim periods
presented have been made; all of these adjustments are of a normal and recurring
nature. The results of operations for the six months ended June 30, 1999 are not
necessarily indicative of results that may be expected for the entire year
ending December 31, 1999.

NOTE A - ACCOUNTING POLICIES AND OTHER DATA

            Reference should be made to the Notes to Consolidated Financial
Statements included in the Company's Annual Report to Shareholders for the year
ended December 31, 1998, which contain the Company's accounting policies and
other data.

NOTE B - INVESTMENT SECURITIES




                                       7
<PAGE>   8




            The following table shows the amortized cost and estimated fair
value of investment securities classified as available for sale at June 30, 1999
(in thousands):

<TABLE>
<CAPTION>

                                                             Amortized   Gross Unrealized    Gross Unrealized    Estimated Fair
                                                                  Cost              Gains              Losses             Value

<S>                                                          <C>                   <C>              <C>               <C>
U.S. Treasury notes                                           $  1,199             $    9           $     --          $   1,208
Federal agencies                                                36,202                105               (675)            35,632
Mortgage-backed obligations of federal agencies                 10,501                 --               (340)            10,161
Other                                                            1,561                 27                (25)             1,563

Total investment securities                                    $49,463             $  141           $ (1,040)         $  48,564
</TABLE>

            The schedule below shows the amortized cost and estimated fair value
of investment securities classified as available for sale at December 31, 1998
(in thousands):

<TABLE>
<CAPTION>
                                                             Amortized   Gross Unrealized    Gross Unrealized    Estimated Fair
                                                                  Cost              Gains              Losses             Value

<S>                                                          <C>                 <C>                <C>             <C>
U.S. Treasury notes                                          $   1,448           $     30              $   0           $  1,478
Federal agencies                                                38,381                512                (77)            38,816
Mortgage-backed obligations of federal agencies                  4,267                  8                (14)             4,261
Other                                                            1,268                 21                 (1)             1,288

Total securities available for sale                            $45,364               $571              $ (92)          $ 45,843
</TABLE>

            The amortized cost and estimated fair value for securities at June
30, 1999, by contractual maturity are shown in the following table. Expected
maturities may differ from contractual maturities because borrowers may have the
right to call or prepay certain obligations with or without call premiums or
prepayment penalties.

<TABLE>
<CAPTION>

In thousands                                           Amortized Cost             Estimated Fair Value

<S>                                                    <C>                        <C>
Due in one year or less                                      $  5,917                         $  5,964
Due after one year through 5 years                             26,303                           25,948
Due after 5 years through 10 years                              6,742                            6,491
Due after 10 years                                                 --                               --
Mortgage-backed securities                                     10,501                           10,161

Total                                                         $49,463                          $48,564
</TABLE>


            Sales of securities in the six months ended June 30, 1999 resulted
in profits of $23,000; there were no sales of securities in the six months ended
June 30, 1998. The net unrealized holding loss on available for sale securities,
which is included in accumulated other comprehensive income and shown as a
separate component of shareholders' equity in the accompanying Consolidated
Balance Sheets, was $552,000 at June 30, 1999; an unrealized gain of $294,000
was reported at December 31, 1998.

NOTE C - IMPAIRED LOANS AND ALLOWANCE FOR LOAN LOSSES

            Impaired loans are loans for which it is probable that the creditor
will not collect all principal and interest payments according to the loan's
contractual terms. The impairment of a loan is measured at the present value of
expected future cash flows using the loan's effective interest rate, or as a
practical expedient, at the loan's observable market price or the fair value of
the collateral if the loan is collateral dependent. Interest income on impaired
loans is recognized on a cash basis. Restructured loans are loans on which the
borrower has been granted a concession as to rate or term as a result of
financial difficulty.

            Information with respect to impaired loans is as follows:




                                       8
<PAGE>   9




<TABLE>
<CAPTION>

                                                                              June 30,                     December 31,
in thousands                                                                    1999                           1998

<S>                                                                                    <C>                        <C>
Impaired loans with a valuation allowance                                              $1,664                     $   1,160
Impaired loans without a valuation allowance                                               --                            --
                                                                                       ------                         ------

Total impaired loans                                                                    1,664                         1,160

Allowance for credit losses related to impaired loans                                     292                           135
Allowance for credit losses related to other than impaired loans                        1,483                         1,389
                                                                                        -----                         -----

Total allowance for credit losses                                                       1,775                         1,524

Average impaired loans for the period                                                  $1,551                        $1,569
Interest income on impaired loans recognized on the cash basis                             --                            --
</TABLE>


            The provision for loan losses is determined by analyzing the status
of individual loans, reviewing historical loss experience and reviewing the
delinquency of principal and interest payments where pertinent. Management
believes that uncollectible amounts have been charged off and that the allowance
is adequate to cover losses inherent in the portfolio at June 30, 1999.
Increases and decreases in the allowance include changes in the measurement of
impaired loans.

            Activity in the allowance for losses is summarized as follows:

<TABLE>
<CAPTION>

                                                        Six Months Ended
in thousands                                             June 30, 1999
                                                 -------------------------------
<S>                                                                  <C>
Balance at beginning of period                                          $ 1,524
Provision for loan losses                                                   264
Loans charged off                                                          (34)
Recoveries                                                                   21
                                                 -------------------------------
Balance at end of period                                                $ 1,775
                                                 ===============================
</TABLE>


NOTE D - FORECLOSED REAL ESTATE

            Foreclosed real estate is carried at the lower of cost or fair
value, less estimated selling costs, based upon current market conditions and
expected cash flows.

            The following schedule presents a breakdown, by type of property, of
foreclosed real estate:

<TABLE>
<CAPTION>

                                                        June 30,

                  in thousands                            1999                  December 31, 1998
                                               ---------------------------------------------------------

<S>                                             <C>                                  <C>
                  Commercial property                              $  202                          $562
                  Residential property                                105                            --
                  Commercial land                                      60                            60
                                               ---------------------------------------------------------

                  Total                                              $367                           622
                    Allowance for losses                               (3)                          (87)
                                                --------------------------------------------------------

                  ESTIMATED FAIR VALUE                               $364                          $535
                                                ========================================================
</TABLE>

NOTE E - REGULATORY MATTERS


     The Company is subject to various regulatory capital requirements
administered by the Federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory - and possibly additional
discretionary - actions by regulators that, if undertaken, could have a direct
material effect on the Company's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Company must meet specific capital guidelines that involve quantitative measures
of the



                                       9
<PAGE>   10

Company's assets, liabilities, and certain off-balance-sheet items as calculated
under regulatory accounting practices. The Company's capital amounts and
classifications are also subject to qualitative judgements by the regulators
about components, risk weightings, and other factors.

            Quantitative measures established by regulation to ensure capital
adequacy require the Company to maintain amounts and ratios (set forth in the
table below) of total and Tier 1 capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average
assets (as defined). Management believes, as of June 30, 1999, that the Company
meets all capital adequacy requirements to which it is subject.

            As of June 30, 1999, the most recent notification from the Federal
Deposit Insurance Corporation categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well
capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based,
and Tier 1 leverage ratios as set forth in the table. There are no conditions or
events since that notification that management believes have changed the Bank's
category.

            The actual capital amounts and ratios for the Company and the Bank
are presented in the table below:

<TABLE>
<CAPTION>

                                                                                   FOR CAPITAL         TO BE WELL
                                                               ACTUAL           ADEQUACY PURPOSES      CAPITALIZED

$ in thousands                                          AMOUNT       RATIO      AMOUNT     RATIO     AMOUNT      RATIO
<S>                                                     <C>         <C>         <C>        <C>       <C>         <C>
As of June 30, 1999:
     Total capital (to risk-weighted assets):


          Company                                       $22,867      17.33%     $10,553      8.00%    $13,192     10.00%
          Suburban Bank of Maryland                      17,916      13.82       10,374      8.00      12,967     10.00
     Tier 1 capital (to risk-weighted assets):
          Company                                        21,216      16.08        5,277      4.00      7,915      6.00
          Suburban Bank of Maryland                      16,293      12.57        5,187      4.00      7,780      6.00
     Tier 1 capital (to average assets):
          Company                                        21,216      10.02        8,473      4.00     10,592      5.00
          Suburban Bank of Maryland                      16,293       7.82        8,333      4.00     10,416      5.00

As of December 31, 1998:
     Total capital (to risk-weighted assets):
          Company                                       $21,583      16.65%     $10,371      8.00%   $12,964     10.00%
          Suburban Bank of Maryland                      16,914      13.23       10,226      8.00     12,783     10.00
     Tier 1 capital (to risk-weighted assets):
          Company                                        20,058      15.47        5,186      4.00      7,779      6.00
          Suburban Bank of Maryland                      15,390      12.04        5,113      4.00      7,670      6.00
     Tier 1 capital (to average assets):
          Company                                        20,058       9.13        8,791      4.00     10,988      5.00
          Suburban Bank of Maryland                      15,390       7.05        8,738      4.00     10,922      5.00
</TABLE>


NOTE F - ACCOUNTING CHANGES

            The Company restated its financial statements for the quarter ended
June 30, 1999. The beginning of the year retained earnings and deferred tax
assets were increased by $181,000 as a result of a correction of an error
related to the 1996 one-time recognition of a deferred tax asset associated with
deferred compensation expense. The effect would have increased 1996 income from
$5,002,000 as originally reported to $5,183,000 and would have increased
earnings per share from $0.44 as originally reported to $0.47. As a result of
the exercise of non-qualified stock options during the first quarter of 1999,
paid-in-capital and deferred tax assets were increased by $129,000.

NOTE G - CONTINGENT LIABILITIES

            In addition to contingent liabilities the Company incurs in the
normal course of business, the Bank is involved in litigation for the recovery
of premium paid for a loan that the Bank later discovered was in default at the
time of purchase. The maximum amount of the contingent liability is $165,000;
the minimum, full recovery. As of August 2, 1999, a court date has not yet been
established.




                                       10
<PAGE>   11




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

            The following commentary provides an overview of the financial
condition and significant changes in the results of the operations of Suburban
Bancshares, Inc. and its subsidiary ("Bancshares" or "the Company") for the six
months ended June 30, 1999 and 1998. Throughout this review the subsidiary of
Suburban Bancshares, Inc., Suburban Bank of Maryland, is referred to as
"Suburban Maryland" or "the Bank". This discussion should assist readers in
their analysis of the accompanying consolidated financial statements.

OVERVIEW

            Suburban Bancshares, Inc. reported earnings of $453,000 for the six
months ending June 30, 1999, a decrease of $178,000, or 28.2%, from $631,000
reported for the same period of 1998. This earnings decline is attributed to a
declining net interest margin and the implementation of planned infrastructure
enhancements in the second quarter of 1999.

            Total assets were $222.9 million at June 30, 1999, a $15.0 million,
or 7.2%, increase from $207.9 million at June 30, 1998. Assets have declined
since December 31, 1998, $15.7 million, or 6.6%. Loans have increased $14.0
million, or 11.5%, since June 30, 1998 and $4.0 million, or 3.1%, since year-end
1998, reaching $135.7 million at the end of the second quarter of 1999.
Deposits, at $186.6 million, rose 3.7% since June 30, 1998 and have fallen 10.0%
since December 31, 1998.

            Average assets were $213.4 million for the first six months of 1999,
$29.4 million, or 16.1%, above average assets of $183.8 million for the same
period of 1998. Average earning assets rose $28.4 million, or 16.9%, and average
deposits rose $23.2 million, or 14.6%.

NET INTEREST INCOME AND NET INTEREST MARGIN

            Net interest income, the largest contributor to the Company's
earnings, is defined as the difference between income on assets and the cost of
funds supporting those assets. Earning assets are composed primarily of loans
and investments while deposits and short-term borrowings, in the form of
securities sold under repurchase agreements, represent interest-bearing
liabilities. Noninterest-bearing checking deposits are another component of
funding sources. Variations in the volume and mix of these assets and
liabilities, as well as changes in the yields earned and rates paid, are
determinants of changes in net interest income.

            Net interest income rose $85,000, or 2.3%, from $3,761,000 for the
first six months of 1998 to $3,846,000 in 1999, the net result of  higher loan
and deposit volume which offset a falling net interest margin.

            The net interest margin represents the Company's net yield on its
earning assets and is calculated as net interest income divided by average
earning assets. In the first six months of 1999, the net interest margin was
3.94%, falling 56 basis points from 4.50% in the same period of 1998, the result
of a drop of 93 basis points in the yield on loans and a 35 basis point drop in
the yield for invested funds, while funding costs declined only 24 basis points.

            Changes in the volume of earning assets and interest bearing funds
impact both interest income and interest expense. Both total average earning
assets and total average interest bearing funds rose in the first half of 1999
as compared to 1998. Average earning assets rose $28.4 million, or 16.9%, from
$168.5 million in 1998 to $196.9 million in 1999, and average interest bearing
funds increased $21.2 million, or 15.8%, from $134.8 million to $156.0 million
for the same periods. Because the amount of growth in earning assets exceeded
the growth in interest-bearing funds, the level of net interest income
increased.

            Combined changes in interest rates received on earning assets and
paid on funding sources negatively affected the net interest margin in the first
six months of 1999. The yield on earning assets fell in 1999 to 7.22% from 8.01%
in 1998, as loan yields dropped to 8.01% from 8.94%. The lower yield on loans
was the combined effect of competitive factors in our market, a lower interest
rate environment overall after market rates declined in the last quarter of
1998, and a lower rate earned on a portfolio of the guaranteed portion of SBA
loans. This pool, averaging $16,288,000 in the first half of 1999, represents
12.6% of the average loan portfolio, and because of the reduced risk associated
with the pool, the yield is less than loans without the backing of a government
guarantee. That yield was further reduced in the first six months of 1999, as
payoffs in the portfolio resulted in elimination of purchase premiums which
directly impacts the margin. The yield on the investment portfolio fell only 33
basis points as maturing dollars were reinvested at lower yields, while
extending the overall portfolio maturity, and the return on Federal funds
dropped 75 basis points on average compared to the first six months of 1998. A
slight decrease in the cost of funds helped to mitigate the falling margin, as
rates paid for funds declined to 3.38% for 1999 from 3.62% in 1998, a 24 basis
point drop, primarily the result of falling market rates.




                                       11
<PAGE>   12




            Changes in the mix of both earning assets and funding sources also
impacted net interest income in the first six months of both 1999 and 1998;
however, the changes in the mix of funding sources were not significant compared
to the changes in composition of earning assets. Average loans as a percentage
of average earning assets decreased from 67.4% in 1998 to 65.8% in 1999; average
investments rose from 19.2% to 24.7%. Short-term investments, Federal funds
sold, fell from 13.0% of earning assets to 9.6%. The impact of the shift to a
lower percentage of loans in earning assets was significant, because loans are
typically the highest yielding earnings asset and a drop in the percentage will
result in a lower yield on earning assets. Changes in the mix of
interest-bearing funds were less pronounced as funds shifted to higher-cost
deposits from lower-cost transaction accounts. Time deposits rose $11.8 million,
from 25.0% of funding sources to 27.5% in 1999, and checking and money market
deposits fell from 39.7% to 35.3%; both of these changes in deposit composition
resulted in an increase in the cost of funds, offsetting falling rates.

            In the three months ended June 30, 1999, net interest income was
$1,977,000, $66,000 or 3.5% above the $1,911,000 recorded for the second quarter
of 1998. This improvement was also the result of volume increases, mitigated by
lower yields.





                                       12
<PAGE>   13




AVERAGE BALANCES, INTEREST YIELDS AND RATES, AND NET INTEREST MARGIN
(In thousands)

<TABLE>
<CAPTION>

Six Months Ended June 30,                                             1999                                     1998


                                                                                  AVERAGE                                   AVERAGE
                                                        AVERAGE                   YIELD         AVERAGE                     YIELD
ASSETS                                                  BALANCE     INTEREST      OR RATE       BALANCE       INTEREST      OR RATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>            <C>       <C>             <C>           <C>
Interest-earning assets:
 Loans                                                 $129,519       $5,143         8.01%     $114,278        $5,069        8.94%
 Investment securities                                   48,559        1,457         6.05%       32,281         1,022        6.38%
 Fed funds sold and other deposits                       18,803          448         4.81%       21,904           604        5.56%

Total interest-earning assets                           196,881        7,048         7.22%      168,463         6,695        8.01%

Noninterest-earning assets:
 Cash and due from banks                                 10,504                                   9,492
 Bank property and equipment                              1,689                                   1,715
 Other assets                                             5,895                                   5,610
 Less: Allowance for loan losses                        (1,600)                                 (1,493)

Total noninterest-earning assets                         16,488                                  15,324

TOTAL ASSETS                                           $213,369                                $183,787
------------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Interest-bearing liabilities:                           $67,560     $  1,127         3.36%      $64,803     $   1,155        3.59%
 Checking and money market                               27,023          529         3.95%       25,075           581        4.67%
 Savings                                                 52,554        1,389         5.33%       40,767         1,113        5.51%
 Time deposits
 Securities sold under repurchase
 agreements                                               8,905          157         3.56%        4,159            85        4.15%

Total interest-bearing liabilities                      156,042                                 134,804

Noninterest-bearing deposits                             35,123        3,202         4.14%       28,420         2,934        4.39%

Total funding sources                                   191,165        3,202         3.38%      163,224         2,934        3.62%

Other liabilities                                         1,220                                     997

TOTAL LIABILITIES                                       192,385                                 164,221

Shareholders' equity                                     20,984                                  19,566


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $213,369                                $183,787
------------------------------------------------------------------------------------------------------------------------------------

Net interest income

Net interest spread                                                                  3.84%                                   4.39%

Net interest margin                                                   $3,846         3.94%                     $3,761        4.50%

</TABLE>



                                       13
<PAGE>   14



PROVISION FOR LOAN LOSSES

            The provision for loan losses is the effect of maintaining an
allowance, or reserve, for anticipated future losses on loans. The allowance for
loan losses reflects management's judgment as to the level considered
appropriate to absorb such losses based upon a review of many factors, including
historical loss experience, adverse situations that may affect the borrower's
ability to repay (including the timing of future payments), economic conditions
and trends, loan portfolio volume and mix, loan performance trends, the value
and adequacy of collateral, and the Company's internal credit review process.
Based on this ongoing evaluation, management determines the provision or
reversal necessary to maintain an appropriate allowance.

            In the first six months of 1999, the provision for loan losses was
$264,000. Loans charged off totaled $34,000 and recoveries were $21,000. In the
same period of 1998, the provision was $195,000, loans charged off were $220,000
and recoveries totaled $66,000. The provision in the second quarter of 1999 was
$189,000, an increase of $94,000 over the $95,000 recorded in the same period of
1998, primarily the result of increasing loan volume.

NONINTEREST INCOME

            Noninterest income rose $114,000, or 25.2%, in the first six months
of 1999 to $566,000 from $452,000 in the same period of 1998. Fees for the
origination of mortgage loans, a new service offered in 1998, account for
$75,000 of the increase and a gain on the sale of investment securities added
$23,000. In the three months ended June 30, 1999, noninterest income was
$248,000, $4,000 or 1.6% higher than the same period of 1998.

NONINTEREST EXPENSES

            Noninterest expenses increased $435,000, or 14.3%, in the first half
of 1999 as compared to the same period of 1998, from $3,036,000 to $3,471,000.
Salaries and benefits increased, the result of merit increases and staffing for
the new branch in Beltsville. Expenses associated with the conversion to a new
computer services vendor and the installation of a wide-area network in the
second quarter pushed other expenses higher, adding $106,000 in one-time
charges. In the second quarter of 1999, noninterest expenses were $1,809,000,
$273,000 or 17.8% above the $1,536,000 recorded for the same three-month period
in 1998.

ASSET QUALITY

            Loan impairment applies to loans for which it is probable that the
creditor will not collect all principal and interest payments according to the
loan's contractual terms. The impairment of a loan is measured at the present
value of expected future cash flows using the loan's effective interest rate, or
as a practical expedient, at the loan's observable market price or the fair
value of the collateral if the loan is collateral dependent. Interest income on
impaired loans is recognized on a cash basis. Restructured loans are loans on
which the borrower has been granted a concession as to rate or term as a result
of financial difficulty. Nonaccrual loans are those loans on which the accrual
of interest is discontinued when full collection of principal or interest is in
doubt, or when the payment of principal or interest has become contractually 90
days past due, unless the obligation is both well secured and is in the process
of collection. Loans may be placed on nonaccrual status when past due less than
90 days if collection becomes uncertain based upon an evaluation of the fair
value of the collateral and the financial strength of the borrower. When a loan
is placed on nonaccrual status, interest income in the current period is reduced
by the amount of any accrued and uncollected interest. Subsequent payments of
interest are applied as a reduction of principal when concern exists as to the
ultimate collection of principal; otherwise such payments are recognized as
interest income. Loans are removed from nonaccrual status when they have
demonstrated a period of performance and when concern no longer exists as to the
collectibility of principal or interest.

            The recorded investment in loans that were considered impaired was
$1,664,000 and $1,160,000 at June 30, 1999 and December 31, 1998, respectively,
an increase of $504,000.

            Real estate acquired through foreclosure or deed in lieu of
foreclosure is carried at fair value less estimated selling costs, based upon
current market conditions and expected cash flows. Foreclosed real estate was
$364,000 at June 30, 1999 and $535,000 at December 31, 1998.

            The allowance for loan losses is maintained at a level believed
adequate by management to absorb estimated probable credit losses. Management's
periodic evaluation of the adequacy of the allowance is based on the Company's
past loan loss experience, known and inherent risks in the portfolio, adverse
situations that may affect the borrower's ability to repay (including the timing
of future payments), the estimated value of any underlying collateral,
composition of the loan portfolio, current economic conditions and other
relevant factors. This evaluation is inherently subjective as it requires
material estimates including the amounts and timing of future cash flows
expected to be received on impaired loans that may be susceptible to significant
change.



                                       14
<PAGE>   15



            The allowance for loan losses is established through provisions for
loan losses charged against income. Loans deemed to be uncollectible are charged
against the allowance for loan losses, and subsequent recoveries, if any, are
credited to the allowance. The allowance for loan losses related to loans that
are identified as impaired is based on discounted cash flows using the loans'
initial effective interest rate or the fair value of the collateral for certain
collateral dependent loans.

            The allowance for loan losses was $1,775,000 at June 30, 1999, an
increase of $251,000 from $1,524,000 at December 31, 1998. Activity in the
allowance for loan losses during the first half of 1999 included recoveries of
$21,000, charge-offs of $34,000, and a provision for future losses of $264,000.

LIQUIDITY AND INTEREST SENSITIVITY

            Liquidity is the ability to generate and maintain sufficient cash
flows to fund operations and to meet financial obligations to depositors and
borrowers promptly and in a cost-effective manner. Liquidity is provided through
readily marketable assets, maturing loans and investments, and the ability to
generate new deposits or borrowings as needed. The Company's liquidity position
is monitored and managed by the Asset/Liability Management Committee, which has
the overall objective of optimizing income while minimizing and controlling
liquidity and interest rate risk, and maintaining capital adequacy.

            Core deposits normally provide a stable source of liquidity for the
Company. These core deposits are composed of noninterest checking accounts,
interest checking and money market accounts, and savings and individual
retirement accounts. This core deposit base represented 74.0% of total funding
sources at June 30, 1999, compared to 73.4% at the end of 1998. Another
indicator of adequate liquidity is the level of readily marketable assets. As
the core deposit base was rising, these liquid assets, securities available for
sale, overnight federal funds and the guaranteed portion of SBA loans in the
loan portfolio, declined to 42.3% of total assets at June 30, 1999 from 49.4% at
December 31, 1998, as overnight investments dropped while loan volume increased.
The relatively small changes in core deposits and marketable assets are
indicative of the stability of the liquidity they provide.

            As a supplementary source of short-term liquidity, the Bank
maintains $6,000,000 of reverse repurchase lines of credit and unsecured lines
of credit totaling $4,500,000 with correspondent banks. These correspondents
meet regulatory capital requirements for well capitalized financial
institutions, thereby minimizing the risk that might be associated with this
level of interbank exposure. The Bank has not needed to utilize these backup
lines as internally generated liquidity has provided ample resources.

            Interest sensitivity pertains to the volatility of earnings
resulting from interest rate fluctuations. The management of interest rate risk
has two goals: to minimize fluctuations in net interest income and net income,
and to identify the potential change in the Company's market value of portfolio
equity. Interest rate risk can be defined or measured as either the change in
earnings that results from changes in interest rates (earnings at risk) or a
change in the theoretical market value of the Company (economic value at risk).
Economic value at risk is essentially the value of equity at risk. The Company
recognizes that with return, there must be risk; however, the levels of risk
must be contained within tolerable limits as established by the Asset/Liability
Management Committee and the Investment Committee.

            One method of measuring the Company's interest rate sensitivity is
the "gap" report, which measures the mismatch in repricing between
interest-sensitive assets and liabilities and provides a general indication of
the interest sensitivity of the balance sheet at a point in time. By limiting
the size of the gap position, the Company can limit the net interest income at
risk arising from pricing imbalances. The gap schedule that follows reflects the
earlier of the maturity or repricing dates for various interest-earning assets
and interest-bearing liabilities at June 30, 1999:




                                       15
<PAGE>   16




<TABLE>
<CAPTION>

                                                       Interest Rate Sensitivity Analysis

                                                           3 months or   Over 3 months   Over 1 year      Over 5
in thousands                                                   less        to 1 year      to 5 years       years         Total
<S>                                                        <C>           <C>             <C>              <C>            <C>
Interest-earning assets:

   Federal funds sold and other deposits                       $20,378       $      --       $     --   $        --      $ 20,378
   Investment securities available for sale                      5,598          10,618         21,261        11,087        48,564
   Loans (1)                                                    63,691          21,413         35,888        14,787       135,779
      Total interest-earning assets                             89,667          32,031         57,149        25,874       204,721
Cumulative rate sensitive assets                                89,667         121,698        178,847       204,721

Interest-bearing liabilities:
   Interest checking deposits                                 $ 13,755        $     --       $     --     $      --
   Money market deposits and savings deposits                   83,782              --             --            --      $ 13,755
   Time deposits                                                39,365              --         13,178            --        83,782
   Securities sold under repurchase agreements                  10,725              --             --            --        52,543
      Total interest-bearing liabilities                       147,627              --         13,178            --        10,725
Cumulative rate sensitive liabilities                          147,627         147,627        160,805       160,805       160,805

GAP $                                                        $ (57,960)      $  32,031        $43,971       $25,874
CUMULATIVE GAP                                                 (57,960)        (25,929)        18,042        43,916       $43,916
CUMULATIVE GAP TO TOTAL ASSETS                                  -26.04%         -11.65%          8.11%        19.73%        19.73%

(1) Excludes net deferred fees $40.

</TABLE>


            The amount of assets and liabilities shown which reprice or mature
during a particular period were determined in accordance with the earlier of
term to repricing or the contractual terms of the asset or liability. The
Company has assumed that its savings, interest checking and money market
accounts reprice daily and that investment securities with call options will be
called. At June 30, 1999, the Company's one-year interest sensitivity gap (the
difference between the amount of interest-earning assets anticipated by the
Company, based on certain assumptions, to mature or reprice within one year and
the amount of interest-bearing liabilities anticipated by the Company, based on
certain assumptions, to mature or reprice within one year) as a percentage to
total assets was negative 11.65%. This negative gap position means that the
Company had $25,929,000 more liabilities than assets repricing within one year.
At December 31, 1998 the gap as a percentage of assets was positive 1.83%. A
negative gap generally indicates that in a period of rising interest rates, the
Company's net interest income may be adversely affected. Conversely, in a
declining interest rate environment, the Company's net interest income may
improve.

            Another tool used to assess interest rate risk reflects the adverse
changes that would occur assuming an instantaneous, parallel shift of 200 basis
points in the Treasury Yield Curve is introduced over a one-year forecast
horizon. This interest shock simulation measures the potential changes in
simulated earnings and the potential changes in market value of portfolio equity
as rates are shifted at each point on the yield curve upward and downward. The
methodology is based upon an initial forecast assumption of a constant balance
sheet and constant market interest rates and utilizes present value computations
on cash flows as well as duration analysis to produce measurements of earnings
and economic value at risk. The analyses are prepared using current call report
data from the Bank and incorporate both management assumptions and trend
analyses based upon the Company's historical data as well as market trends in
pricing spreads, prepayment patterns and other rate-driven parameters which
affect the level and timing of cash flows. Finally, the impact of planned growth
is factored into the simulation model.

            The Asset/Liability Committee has established limits or guidelines
on earnings and economic value at risk and monitors the Company's performance
against these guidelines, as well as peer results, on a quarterly basis. The
Company's policy is to limit the percentage change in annual net interest income
to -15% and in economic value to -20% from an immediate and sustained parallel
shift in interest rates of 200 basis points. As of March 31, 1999, the estimated
sensitivity profile for the Company was as follows:

<TABLE>
<CAPTION>

                                 Immediate Change in Rates                       Policy Limitation

                                         +200BP                  -200BP
                                         ------                  ------
<S>                                            <C>                     <C>                   <C>
Net interest income at risk                        9.8%                   -9.8%                 -15%

Economic value at risk                             8.3%                  -13.7%                 -20%

</TABLE>






                                       16
<PAGE>   17




Based on the mix of assets and liabilities and the current interest rate
environment, management does not believe there has been a significant change in
the second quarter of 1999.

            Both of the above tools used to assess interest rate risk have
strengths and weaknesses. Because the gap reflects a static position at a single
point in time, it is limited in quantifying the total impact of market rate
changes which do not affect all earning assets and interest-bearing liabilities
equally or simultaneously. In addition, gap reports depict the existing
structure, excluding exposure arising from new business. While the simulation
process is a powerful tool in analyzing interest rate sensitivity, many of the
assumptions used in the process are both highly qualitative and subjective and
subject to the risk that past historical activity may not generate accurate
predictions of the future. Both measurement tools, however, provide a
comprehensive evaluation of the Company's exposure to changes in interest rates,
enabling management to control the volatility of earnings.

CAPITAL RESOURCES AND ADEQUACY

            Shareholders' equity decreased $48,000, or 0.2%, in the first six
months of 1999 to $20,664,000 at June 30, 1999 from $20,712,000 at December 31,
1998. Earnings of $453,000 and a decrease of $846,000 in the accumulated other
comprehensive income accounted for part of the change in equity. The exercise of
management stock options contributed $164,000 to equity, and an adjustment for a
prior year's one-time recognition of a deferred tax asset associated with
deferred compensation expense contributed another $181,000.

            A combination of a leverage capital ratio and risk-based capital
ratios is used to categorize banks as well capitalized, adequately capitalized,
or under capitalized financial institutions under the guidelines established by
FDICIA. A financial institution is considered "well capitalized" if it has a
total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital
ratio of at least 6%, and a leverage ratio of 5% or greater and it is not
subject to a written agreement, order or directive. At December 31, 1998 and
June 30, 1999, the Company was considered to be a well capitalized financial
institution.

            One measure of capital adequacy is the risk-based capital ratio or
the ratio of total capital to risk-adjusted assets. Total capital is composed of
both core capital (Tier 1) and supplemental capital (Tier 2). The Bank's Tier 1
capital consists of common equity, excluding unrealized gains or losses on
available for sale securities, and a disallowed portion of the deferred tax
asset, and Tier 2, of a qualifying portion of the allowance for loan losses.
Assets, both on- and off-balance sheet items, are weighted according to the
underlying risk associated with the item and are assigned a risk weighting from
0 to 100%. Financial institutions are expected to meet a minimum ratio of total
qualifying capital to risk-weighted assets of 8%, with at least half of that
percentage (4%) in the form of core capital. At June 30, 1999, the Company
reported at Tier 1 risk-based capital ratio of 16.08% and a ratio of 17.33%
based on total capital. Both ratios were well above the general regulatory
minimums of 4% and 8%, respectively.

            Another capital adequacy measure is the leverage capital ratio,
which is calculated by dividing average total assets for the most recent quarter
into core (Tier 1) capital. The regulatory minimum of this ratio is 3%, with
most financial institutions required to maintain a ratio of at least 4% to 5%,
depending upon risk profiles and other factors. At June 30, 1999, the leverage
capital ratio for the Company was 10.02%.

YEAR 2000 PROJECT

Many computer programs now in use have not been designed to properly recognize
years after 1999. If not corrected, these programs could fail or create
erroneous results. This Year 2000 ("Y2K") issue affects the entire banking
industry because of its reliance on computers and other equipment that use
computer chips. This problem is not limited to computer systems. Y2K issues may
affect every system that has an embedded microchip, such as automated teller
machines, elevators, vaults, heating, air conditioning, and security systems.
Y2K issues may also affect the operation of third parties with whom the Company
does business such as vendors, suppliers, utility companies, and customers.

Risks Related to Year 2000

The Y2K issue poses certain risks to the Company and its operations. Some of
these risks are present because the Company purchases technology and information
system applications from other parties who also face Y2K challenges. Other risks
are specific to the banking industry.

Commercial banks may experience a deposit base reduction if customers withdraw
significant amounts of cash in anticipation of Y2K. Such a deposit contraction
could cause an increase in interest rates, require the Company to locate
alternative sources of funding or sell investment securities or other liquid
assets to meet liquidity needs, and may reduce future earnings. To reduce
customer concerns regarding Y2K noncompliance, a customer awareness plan has
been implemented which is directed towards making deposit customers
knowledgeable about the Company's Y2K compliance efforts.




                                       17
<PAGE>   18




The Company lends significant amounts to businesses and individuals in its
marketing areas. If these borrowers are adversely affected by Y2K problems, they
may not be able to repay their loans in a timely manner. This increased credit
risk could adversely affect the Company's financial performance. In an effort to
identify any potential loan loss risk because of borrower Y2K noncompliance, all
loan customers with loans or commitments exceeding $250,000 have been visited by
calling officers for the purpose of discussing their Y2K plans and for the
completion of a Y2K questionnaire. Additional visits have been made to reassess
the progress of those borrowers that were assumed to be computer-dependent.

The Company's operations, like those of many other companies, can be adversely
affected by Y2K triggered failures which may be experienced by third parties
upon whom the Company relies for processing transactions. The Company has
identified all critical third-party service providers and vendors and is
monitoring their Y2K compliance programs. The Company's primary supplier of data
processing services has adopted a Y2K compliance plan which includes a timetable
for making changes necessary to be able to provide services in the Y2K. That
supplier has provided written assurances to the Company regarding its progress
toward Y2K compliance and has been examined for Y2K readiness by federal bank
examiners.

The Company's operations may also be adversely affected by Y2K related failures
of third party providers of electricity, telecommunications services and other
utility services. The Y2K compliance of these providers is largely beyond the
control of the Company.

The Company's State of Readiness

The Company has created a task force to establish a Y2K plan to prevent or
mitigate the adverse effects of the Y2K issue on the Company and its customers.
Goals of the Y2K plan include identifying Y2K risks, information systems and
equipment used by the Company, informing customers of Y2K issues and risks,
establishing a contingency plan for operating if Y2K issues cause important
systems or equipment to fail, implementing changes necessary to achieve Y2K
compliance, and verifying that these changes are effective. The Federal Deposit
Insurance Corporation has examined the Company's Y2K compliance plan and the
Company's progress in its implementation. In addition, the Board of Directors is
carefully monitoring progress under the plan on a monthly basis.

The assessment phase included an inventory and physical date rollover testing of
all computer hardware, and an identification of other systems or functions that
may be impacted by the date change. The Company has moved aggressively to verify
with third-party vendors and service providers that software and non-IT systems
are, or will be, Year 2000 compliant, and has completed 98% of the process of
internal testing of critical systems. Critical systems include communication
with the Federal Reserve via Fedline, the computer system and item processing
system, both of which are provided by the third party servicers, and the
wide-area network supporting communications between offices. Non-critical
systems that have been tested for date transition include ATMs, payroll,
accounts payable, internal telephone systems and general operational hardware
such as fax machines, postage meters, and copiers, some of which required
software enhancements and some, replacements.

As a result of the Company's planned migration to new data processing and item
processing providers in May 1999, and the planned enhancement of our
inter-branch communication network through a wide-area network, the hardware
replacement costs resulting from date recognition failure have been replaced by
equipment costs for support of the new network environment. Costs related to the
migration will approximate $260,000, to be amortized over the life of each of
the contracts, and costs associated with the installation of the wide-area
network will total approximately $380,000, which will be depreciated over its
useful life. A one-time de-conversion charge plus annual costs of the new
systems will result in a charge to income of approximately $120,000 in 1999
(most of which was recorded in the second quarter of 1999), and will not
materially impact the results of operations in this year or future years. The
Company has been assured that the new systems are Year 2000 compliant; we will
test the wide-area network, and we are using proxy-testing for the systems
provided by third party servicers to verify their readiness. A third-party
review of the proxy testing for Y2K compliance was recently issued for the data
processing system. The report was very favorable, showing a 99% success rate.
Proxy testing on the item processing system is complete, with the system
performing as expected.

In addition, an ongoing awareness campaign has been implemented to inform
customers and shareholders of the potential problem and its implications, and
our employees are kept informed of the issue and of our progress toward
minimizing its impact. Our customers and shareholders will be informed of our
preparedness, and will be kept aware of developments in the industry during the
remaining months of 1999.

While management currently believes that its Year 2000 plans for monitoring
third-party progress and subsequent systems testing will mitigate the Year 2000
problem, if the service providers and customers, upon whom we rely, are not in
compliance, the Year 2000 issue may have a material adverse impact on the
operation of the Bank. The Company has established contingency plans in case of
failure resulting from the date change issue, and will be prepared to function
on a limited basis until such failure is corrected. Because the Bank is a
relatively small financial institution, daily transactions, deposits,
withdrawals and payments, can be processed normally, and accounts can be updated
manually until computer connectivity is re-established. Delays in processing
transactions may result in the event that the Company is forced



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to process transactions manually and may disrupt normal business activities of
the Company and its customers. In addition to a detailed business resumption
plan, the Company has created an event plan for the remainder of the year, and a
comprehensive liquidity plan that will take us through the century date change.

PART II.     OTHER INFORMATION

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

                    An annual meeting of the shareholders (the "Meeting") was
               held on May 19, 1999. The following matters were submitted to a
               vote of shareholders either by proxy or in person:

               1.   Four directors were elected to the class of directors whose
                    terms expired at the Meeting to serve for terms expiring at
                    the 2002 annual meeting of shareholders or until their
                    successors are elected and qualify (the "2002 Class").

                    Barbara M. DiNenna-Corboy, Marlin K. Husted, Raymond G.
               LaPlaca and Lawrence A. Shulman were elected to the 2002 Class.
               Mrs. DiNenna-Corboy was elected with 9,118,563 votes for and
               108,440 votes withheld, Mr. Husted was elected with 9,104,819
               votes for and 108,690 votes withheld, Mr. LaPlaca was elected
               with 9,105,040 votes for and 108,469 votes withheld and Mr.
               Shulman was elected with 9,118,653 votes for and 108,440 votes
               withheld.

                    Other directors whose terms continued after the meeting were
               Vincent D. Palumbo and Albert W. Turner, members of the class
               whose term expired at the 2000 annual meeting of shareholders and
               Samuel Y. Botts, Stephen A. Horvath, Winfield M. Kelly, Jr. and
               Kenneth H. Michael, members of the class whose term expires at
               the end of the 2001 annual meeting of shareholders or until their
               successors are elected and qualify.

               2.   The shareholders ratified the selection of Stegman & Company
                    as the Company's independent public accountants for 1999
                    with 9,172,814 votes for, 108,185 shares voted against and
                    81,940 abstentions.

Item 6.     Exhibits and Reports on Form 8-K

               (a)  The following documents are filed as part of this report.

                    Exhibit #               Description

                    11.0                    Computation of per share earnings

                    27.0                    Financial Data Schedule

               (b)  No reports on Form 8K were filed in the quarter ended June
                    30, 1999.




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PART II.    OTHER INFORMATION  (continued)

                                   SIGNATURES

            Pursuant to the requirement 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.

                               SUBURBAN BANCSHARES, INC.
                               (Registrant)

Date:   August 10, 1999        /s/ STEPHEN A. HORVATH
     ------------------        -------------------------------------
                               Stephen A. Horvath
                               President and Chief Operating Officer

Date:   August 10, 1999        /s/ SIBYL S. MALATRAS
     ------------------        -------------------------------------
                               Sibyl S. Malatras
                               Senior Vice President and Chief Financial Officer
                               (Principal Financial Officer)




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