##### Table of Contents



U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[ X ] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|     
|     
|     
|     
|     
|      |  | For the quarterly period ended   June 30, 2001                                          
|     
|     
|     
|     
|     
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|     
|     
|     
|     
|     
|      |  | For the transition period from  to                                                      

Commission File Number: 333-19081

GBC Bancorp, Inc.

---

(Exact name of small business issuer as specified in its charter)


|                                |  |                    
|------------------------------- |  | -------------------
|Georgia                         |  | 58-2265327         
|                                |  |                    
|(State or other jurisdiction of |  | (IRS Employer      
|incorporation or organization)  |  | Identification No.)

165 Nash Street, Lawrenceville, Georgia 30045

---

(Address of principal executive offices)


(770) 995-0000

---

(Issuers telephone number)


N/A

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(Former name, former address and former fiscal year, if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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  [   ]

State the number of shares outstanding of each of the issuers classes of
common equity, as of
August 1, 2001: 951,580; $1 par value

Transitional Small Business Disclosure Format           
Yes
[   ]       
No  [ X ]





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TABLE OF CONTENTS



|                               |                                                                                               |                                                            |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | FINANCIAL STATEMENTS                                                                         
|                               |                                                                                               | CONSOLIDATED BALANCE SHEET                                
|                               |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|                               |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS                     
|                               |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                
|                               | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|PART II  OTHER INFORMATION   
|                               | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                 
|                               | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.                                                    
|                               | SIGNATURES                                                                                   



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##### Table of Contents



GBC BANCORP, INC. AND SUBSIDIARY

INDEX

|         |  |                                                                                                                                                           |  |     
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                                                                           |  | Page
|         |  |                                                                                                                                                           |  |     
|PART I.  |  | FINANCIAL INFORMATION                                                                                                                                     |  |     
|        
|        
|        
|        
|        
|         |  | Item 1. Financial Statements                                                                                                                              |  |     
|        
|        
|        
|        
|        
|         |  | Consolidated Balance Sheet  June 30, 2001                                                                                                                |  | 3   
|        
|        
|        
|        
|        
|         |  | Consolidated Statements of Income and
Comprehensive Income  Three Months Ended June 30,

      2001 and 2000 and Six Months Ended June 30, 2001 and 2000 |  | 4   
|        
|        
|        
|        
|        
|         |  | Consolidated Statements of Cash Flows  Six
Months Ended June 30, 2001 and 2000                                                                           |  | 5   
|        
|        
|        
|        
|        
|         |  | Notes to Consolidated Financial Statements                                                                                                                |  | 6   
|        
|        
|        
|        
|        
|         |  | Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations                                                             |  | 7   
|        
|        
|        
|        
|        
|PART II. |  | OTHER INFORMATION                                                                                                                                         |  |     
|        
|        
|        
|        
|        
|         |  | Item 4  Submission of Matters to a Vote of Security Holders                                                                                              |  | 14  
|        
|        
|        
|        
|        
|         |  | Item 6  Exhibits and Reports on Form 8-K                                                                                                                 |  | 14  
|        
|        
|        
|        
|        
|         |  | Signatures                                                                                                                                                |  | 15  





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##### Table of Contents






PART I  FINANCIAL INFORMATION




FINANCIAL STATEMENTS


GBC BANCORP, INC. AND SUBSIDIARY




CONSOLIDATED BALANCE SHEETJUNE 30, 2001(Unaudited)

|                                             |                                                                                                |                                            |            |            |             |  | 
|-------------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | ---------- | ----------- |  | 
|Assets                                       |                                                                                                |                                            |            |           
|Cash and due from banks                      |                                                                                                | $                                          | 4,835,571  |           
|                                            
|                                            
|                                            
|                                            
|Federal funds sold                           |                                                                                                |                                            | 10,257,000 |           
|                                            
|                                            
|                                            
|                                            
|Securities available-for-sale, at fair value |                                                                                                |                                            | 9,515,892  |           
|                                            
|                                            
|                                            
|                                            
|Loans                                        |                                                                                                |                                            | 92,237,147 |           
|                                            
|                                            
|                                            
|                                            
|Less allowance for loan losses               |                                                                                                |                                            | 1,259,681  |           
|                                             |                                                                                                |                                            |            |           
|                                             |                                                                                                | Loans, net                                 |            |            | 90,977,466  | 
|                                            
|                                            
|                                            
|                                            
|Equipment                                    |                                                                                                |                                            | 841,171    |           
|                                            
|                                            
|                                            
|                                            
|Other assets                                 |                                                                                                |                                            | 3,607,074  |           
|                                             |                                                                                                |                                            |            |           
|                                             |                                                                                                | Total assets                               |            | $          | 120,034,174 | 
|                                             |                                                                                                |                                            |            |           
|Liabilities
and Stockholders Equity         |                                                                                                |                                            |            |           
|                                            
|                                            
|                                            
|                                            
|Deposits                                     |                                                                                                |                                            |            |           
|                                            
|                                            
|                                            
|                                            
|                                             | Noninterest-bearing                                                                            |                                            | $          | 10,790,173 |            
|                                            
|                                            
|                                            
|                                            
|                                             | Interest-bearing                                                                               |                                            |            | 97,368,028 |            
|                                             |                                                                                                |                                            |            |           
|                                             |                                                                                                | Total deposits                             |            |            | 108,158,201 | 
|                                            
|                                            
|                                            
|                                            
|Federal funds purchased                      |                                                                                                |                                            | 609,569    |           
|                                            
|                                            
|                                            
|                                            
|Subscription deposits                        |                                                                                                |                                            | 698,336    |           
|                                            
|                                            
|                                            
|                                            
|Other liabilities                            |                                                                                                |                                            | 789,024    |           
|                                             |                                                                                                |                                            |            |           
|                                             |                                                                                                | Total liabilities                          |            |            | 110,255,130 | 
|                                             |                                                                                                |                                            |            |           
|Commitments and contingencies                |                                                                                                |                                            |            |           
|                                            
|                                            
|                                            
|                                            
|Stockholders equity                         |                                                                                                |                                            |            |           
|                                            
|                                            
|                                            
|                                            
|                                             | Common stock, par value $1; 3,000,000 shares authorized;
951,580 shares issued and outstanding |                                            |            | 951,580    |            
|                                            
|                                            
|                                            
|                                            
|                                             | Capital surplus                                                                                |                                            |            | 8,540,327  |            
|                                            
|                                            
|                                            
|                                            
|                                             | Retained earnings                                                                              |                                            |            | 257,812    |            
|                                            
|                                            
|                                            
|                                            
|                                             | Accumulated other comprehensive income                                                         |                                            |            | 29,325     |            
|                                             |                                                                                                |                                            |            |           
|                                             |                                                                                                | Total stockholders equity                 |            |            | 9,779,044   | 
|                                             |                                                                                                |                                            |            |           
|                                             |                                                                                                | Total liabilities and stockholders equity |            | $          | 120,034,174 | 
|                                             |                                                                                                |                                            |            |           

See Notes to Consolidated Financial Statements.

3



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##### Table of Contents



GBC BANCORP, INC. AND SUBSIDIARY




CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

THREE MONTHS ENDED JUNE 30, 2001 AND 2000 AND
SIX MONTHS ENDED JUNE 30, 2001 AND 2000(Unaudited)


|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |           |           | 
|---------------------------------- | -------------------------------------------------------------------------------- | --------------------------------------------------- | --------- | ------------------ | --------- | ---------------- | ------- | --------- | --------- | ---- | --------- | --------- | --------- | - | --------- | --------- | --------- | 
|                                   |                                                                                  |                                                     |           | Three Months Ended |           | Six Months Ended
|                                   |                                                                                  |                                                     |           | June 30,           |           | June 30,        
|                                   |                                                                                  |                                                     |           |                    |           |                 
|                                   |                                                                                  |                                                     |           | 2001               |           | 2000             |         | 2001      |           | 2000
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |     
|Interest income                   
|                                   | Loans                                                                            |                                                     | $         | 2,256,190          |           |                  | $       | 1,686,806 |           |      | $         | 4,373,270 |           |   | $         | 3,014,329 |          
|                                  
|                                  
|                                  
|                                  
|                                   | Taxable securities                                                               |                                                     |           | 177,099            |           |                  |         | 147,972   |           |      |           | 336,795   |           |   |           | 285,985   |          
|                                  
|                                  
|                                  
|                                  
|                                   | Federal funds sold                                                               |                                                     |           | 69,541             |           |                  |         | 30,194    |           |      |           | 245,727   |           |   |           | 137,685   |          
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                   |                                                                                  | Total interest income                               |           |                    | 2,502,830 |                  |         |           | 1,864,972 |      |           |           | 4,955,792 |   |           |           | 3,437,999 | 
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|Interest expense                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                  
|                                  
|                                  
|                                  
|                                   | Deposits                                                                         |                                                     |           | 1,338,143          |           |                  |         | 752,295   |           |      |           | 2,673,226 |           |   |           | 1,405,694 |          
|                                  
|                                  
|                                  
|                                  
|                                   | Federal funds purchased                                                          |                                                     |           | 7,989              |           |                  |         | 4,692     |           |      |           | 12,053    |           |   |           | 4,692     |          
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                   |                                                                                  | Total interest expense                              |           |                    | 1,346,132 |                  |         |           | 756,987   |      |           |           | 2,685,279 |   |           |           | 1,410,386 | 
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                   |                                                                                  | Net interest income                                 |           |                    | 1,156,698 |                  |         |           | 1,107,985 |      |           |           | 2,270,513 |   |           |           | 2,027,613 | 
|                                  
|                                  
|                                  
|                                  
|Provision for loan losses          |                                                                                  |                                                     | 38,136    |                    |           |                  | 179,020 |           |           |      | 153,497   |           |           |   | 258,069   |          
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                   |                                                                                  | Net interest income after
provision for loan losses |           |                    | 1,118,562 |                  |         |           | 928,965   |      |           |           | 2,117,016 |   |           |           | 1,769,544 | 
|
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|Other income                       |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                  
|                                  
|                                  
|                                  
|                                   | Service charges on deposit accounts                                              |                                                     |           | 32,057             |           |                  |         | 29,604    |           |      |           | 64,188    |           |   |           | 55,935    |          
|                                  
|                                  
|                                  
|                                  
|                                   | Other operating income                                                           |                                                     |           | 67,881             |           |                  |         | 70,456    |           |      |           | 134,824   |           |   |           | 105,106   |          
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                   |                                                                                  |                                                     | 99,938    |                    |           |                  | 100,060 |           |           |      | 199,012   |           |           |   | 161,041   |          
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|Other expenses                     |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                  
|                                  
|                                  
|                                  
|                                   | Salaries and employee benefits                                                   |                                                     |           | 560,623            |           |                  |         | 434,529   |           |      |           | 1,102,702 |           |   |           | 850,506   |          
|                                  
|                                  
|                                  
|                                  
|                                   | Equipment and occupancy expenses                                                 |                                                     |           | 227,788            |           |                  |         | 178,890   |           |      |           | 447,949   |           |   |           | 350,755   |          
|                                  
|                                  
|                                  
|                                  
|                                   | Other operating expenses                                                         |                                                     |           | 238,555            |           |                  |         | 168,715   |           |      |           | 469,787   |           |   |           | 314,136   |          
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                   |                                                                                  |                                                     | 1,026,966 |                    |           |                  | 782,134 |           |           |      | 2,020,438 |           |           |   | 1,515,397 |          
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                   |                                                                                  | Income before income taxes                          |           |                    | 191,534   |                  |         |           | 246,891   |      |           |           | 295,590   |   |           |           | 415,188   | 
|                                  
|                                  
|                                  
|                                  
|Income tax expense                 |                                                                                  |                                                     | 72,844    |                    |           |                  |        |           |           |      | 114,355   |           |           |   |          |          
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                   |                                                                                  | Net income                                          |           |                    | 118,690   |                  |         |           | 246,891   |      |           |           | 181,235   |   |           |           | 415,188   | 
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|Other comprehensive income (loss): |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                  
|                                  
|                                  
|                                  
|                                   | Unrealized gains (losses) on securities
available-for-sale arising during period |                                                     |           | (24,015            | )         |                  |         | (5,111    | )         |      |           | 36,382    |           |   |           | (35,939   | )        
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|                                   |                                                                                  | Comprehensive income                                |           | $                  | 94,675    |                  |         | $         | 241,780   |      |           | $         | 217,617   |   |           | $         | 379,249   | 
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|Basic earnings per share           |                                                                                  | $                                                   | 0.12      |                    |           | $                | 0.26    |           |           | $    | 0.19      |           |           | $ | 0.44      |          
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|Diluted earnings per share         |                                                                                  | $                                                   | 0.12      |                    |           | $                | 0.26    |           |           | $    | 0.18      |           |           | $ | 0.44      |          
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          
|Cash dividends per share           |                                                                                  | $                                                   |          |                    |           | $                |        |           |           | $    |          |           |           | $ |          |          
|                                   |                                                                                  |                                                     |           |                    |           |                  |         |           |           |      |           |           |           |   |           |          

See Notes to Consolidated Financial Statements.

4



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##### Table of Contents



GBC BANCORP, INC. AND SUBSIDIARY




CONSOLIDATED STATEMENTS OF CASH FLOWSSIX MONTHS ENDED JUNE 30, 2001 AND 2000(Unaudited)

|                                                  |                                                                                   |                                            |                                           |                                                              |          |             |           |             |          |             |           | 
|------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------ | ----------------------------------------- | ------------------------------------------------------------ | -------- | ----------- | --------- | ----------- | -------- | ----------- | --------- | 
|                                                  |                                                                                   |                                            |                                           |                                                              |          | 2001        |           | 2000       
|                                                  |                                                                                   |                                            |                                           |                                                              |          |             |           |            
|OPERATING ACTIVITIES                              |                                                                                   |                                            |                                           |                                                              |          |             |           |            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net income                                                                        |                                            | $                                         | 181,235                                                      |          |             | $         | 415,188     |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Adjustments to reconcile net income to net
cash provided by operating activities: |                                            |                                           |                                                              |          |             |           |             |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Depreciation                               |                                           |                                                              | 143,258  |             |           |             | 117,513  |            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Provision for loan losses                  |                                           |                                                              | 153,497  |             |           |             | 258,069  |            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Gain on sales of other real estate owned   |                                           |                                                              | (8,606   | )           |           |             | (12,387  | )          
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | (Increase) decrease in interest receivable |                                           |                                                              | 177,911  |             |           |             | (240,039 | )          
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Increase in interest payable               |                                           |                                                              | 16,993   |             |           |             | 65,530   |            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Decrease in taxes payable                  |                                           |                                                              | (366,495 | )           |           |             |         |            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Other operating activities                 |                                           |                                                              | (194,116 | )           |           |             | (11,211  | )          
|                                                  |                                                                                   |                                            |                                           |                                                              |          |             |           |             |         
|                                                  |                                                                                   |                                            |                                           | Net cash provided by operating activities                    |          |             | 103,677   |             |          |             | 592,663   | 
|                                                  |                                                                                   |                                            |                                           |                                                              |          |             |           |             |         
|INVESTING ACTIVITIES                              |                                                                                   |                                            |                                           |                                                              |          |             |           |            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Purchases of securities available-for-sale                                        |                                            |                                           | (7,510,064                                                   | )        |             |           | (1,948,202  | )       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Proceeds from maturities of securities available-for-sale                         |                                            |                                           | 7,091,702                                                    |          |             |           |            |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net decrease in federal funds sold                                                |                                            |                                           | 7,548,000                                                    |          |             |           | 750,000     |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net increase in loans                                                             |                                            |                                           | (19,868,302                                                  | )        |             |           | (15,654,089 | )       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Proceeds from sales of other real estate owned                                    |                                            |                                           | 539,290                                                      |          |             |           | 1,092,296   |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Purchase of premises and equipment                                                |                                            |                                           | (210,385                                                     | )        |             |           | (122,688    | )       
|                                                  |                                                                                   |                                            |                                           |                                                              |          |             |           |             |         
|                                                  |                                                                                   |                                            | Net cash used in investing activities     |                                                              |          | (12,409,759 | )         |             |          | (15,882,683 | )        
|                                                  |                                                                                   |                                            |                                           |                                                              |          |             |           |             |         
|FINANCING ACTIVITIES                              |                                                                                   |                                            |                                           |                                                              |          |             |           |            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net increase in deposits                                                          |                                            |                                           | 11,812,226                                                   |          |             |           | 16,754,741  |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net increase in federal funds purchased                                           |                                            |                                           | 609,569                                                      |          |             |           |            |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Deferred stock offering costs                                                     |                                            |                                           | (89,998                                                      | )        |             |           |            |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net increase in subscription deposits                                             |                                            |                                           | 698,336                                                      |          |             |           |            |         
|                                                  |                                                                                   |                                            |                                           |                                                              |          |             |           |             |         
|                                                  |                                                                                   |                                            | Net cash provided by financing activities |                                                              |          | 13,030,133  |           |             |          | 16,754,741  |          
|                                                  |                                                                                   |                                            |                                           |                                                              |          |             |           |             |         
|Net increase in cash and due from banks           |                                                                                   |                                            | 724,051                                   |                                                              |          |             | 1,464,721 |            
|                                                 
|                                                 
|                                                 
|                                                 
|Cash and due from banks at beginning of period    |                                                                                   |                                            | 4,111,520                                 |                                                              |          |             | 3,192,647 |            
|                                                  |                                                                                   |                                            |                                           |                                                              |          |             |           |             |         
|Cash and due from banks at end of period          |                                                                                   | $                                          | 4,835,571                                 |                                                              |          | $           | 4,657,368 |            
|                                                  |                                                                                   |                                            |                                           |                                                              |          |             |           |             |         
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |                                                                                   |                                            |                                           |                                                              |          |             |           |            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                            |                                           | Cash paid during the period for:                             |          |             |           |             |          |             |           | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                            |                                           | Interest                                                     |          | $           | 2,668,286 |             |          | $           | 1,344,856 | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                            |                                           | Income taxes                                                 |          | $           | 480,850   |             |          | $           |          | 
|                                                 
|                                                 
|                                                 
|                                                 
|NONCASH TRANSACTIONS                              |                                                                                   |                                            |                                           |                                                              |          |             |           |            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                            |                                           | Unrealized (gains) losses on securities available-for-sale   |          | $           | (58,680   | )           |          | $           | 35,939    | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                            |                                           | Principal balances of loans transferred to other real estate |          | $           | 526,393   |             |          | $           | 1,121,909 | 

See Notes to Consolidated Financial Statements.

5



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##### Table of Contents



GBC BANCORP, INC. AND
SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 1. |  | NATURE OF BUSINESS AND BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|       
|       
|       
|       
|        |  | The consolidated financial information for GBC Bancorp, Inc. (the
Company) included herein is unaudited; however, such information
reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for
a fair statement of results for the interim period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|       
|       
|       
|       
|        |  | The results of operations for the three and six month periods ended
June 30, 2001 are not necessarily indicative of the results to be
expected for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       
|       
|       
|       
|       
|NOTE 2. |  | CURRENT ACCOUNTING DEVELOPMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       
|       
|       
|       
|       
|        |  | In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging
Activities. The effective date of this statement was deferred by
SFAS No. 137 until fiscal years beginning after June 15, 2000.
However, the statement permitted early adoption as of the beginning
of any fiscal quarter after its issuance. The Company adopted this
statement effective January 1, 2001. SFAS No. 133 requires the
Company to recognize all derivatives as either assets or liabilities
in the balance sheet at fair value. For derivatives that are not
designated as hedges, the gain or loss must be recognized in
earnings in the period of change. For derivatives that are
designated as hedges, changes in the fair value of the hedged
assets, liabilities, or firm commitments must be recognized in
earnings or recognized in other comprehensive income until the
hedged item is recognized in earnings, depending on the nature of
the hedge. The ineffective portion of a derivatives change in fair
value must be recognized in earnings immediately. The adoption of
SFAS No. 133 had no material effect on the Companys earnings or
financial position.
|       
|       
|       
|       
|       
|        |  | There are no other recent accounting pronouncements that have had,
or are expected to have, a material effect on the Companys
financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

6



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##### Table of Contents



GBC BANCORP, INC. AND SUBSIDIARY




|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       
|       
|       
|       
|       
|        |  | The following is a discussion of our financial condition and the
financial condition of our bank subsidiary, Gwinnett Banking
Company. The purpose of this discussion is to focus on information
about our financial condition and results of operations that are not
otherwise apparent from our consolidated financial statement.
Reference should be made to those statements and the selected
financial data presented elsewhere in this report for an
understanding of the following discussion and analysis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       
|       
|       
|       
|       
|        |  | Forward-Looking Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       
|       
|       
|       
|       
|        |  | We may from time to time make written or oral forward-looking
statements, including statements contained in our filings with the
Securities and Exchange Commission and its reports to stockholders.
Statements made, other than those concerning historical information,
should be considered forward-looking and subject to various risks
and uncertainties. Such forward-looking statements are made based
upon managements belief as well as assumptions made by, and
information currently available to, management pursuant to safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Our actual results may differ materially from the results
anticipated in forward-looking statements due to a variety of
factors, including governmental monetary and fiscal policies,
deposit levels, loan demand, loan collateral values, securities
portfolio values, interest rate risk management, the effects of
competition in the banking business from other commercial banks,
thrifts, mortgage banking firms, consumer finance companies, credit
unions, securities brokerage firms, insurance companies, money
market funds and other financial institutions operating in our
market area and elsewhere, including institutions operating through
the Internet, changes in governmental regulation relating to the
banking industry, including regulations relating to branching and
acquisitions, failure of assumptions underlying the establishment of
reserves for loan losses, including the value of collateral
underlying delinquent loans and other factors. We caution that such
factors are not exclusive. We do not undertake to update any
forward-looking statements.
|       
|       
|       
|       
|       
|        |  | Liquidity and Capital Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|       
|       
|       
|       
|        |  | As of June 30, 2001, our liquidity ratio, as determined under
guidelines established by regulatory authorities, was satisfactory.
We consider our liquidity to be adequate to meet operating and loan
funding requirements. Our liquidity ratio (i.e. cash, short-term
assets and marketable assets divided by deposits and other
borrowings) was approximately 22.5%. As we grow, we will continue
to monitor liquidity and make adjustments as deemed necessary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

7



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##### Table of Contents



| |  |                                                                                                                                                                                                                          
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |  | At June 30, 2001, our capital ratios were adequate based on
regulatory minimum capital requirements. The minimum capital
requirements and the actual capital ratios on a consolidated and
bank-only basis are as follows:
|

|                           |  |              |       |      |  |             |       |   |  |            |      |  
|-------------------------- |  | ------------ | ----- | ---- |  | ----------- | ----- | - |  | ---------- | ---- | -
|                           |  | Actual       |       |      |  |            
|                           |  |              |       |      |  |            
|                           |  |              |       |      |  |             |       |   |  | Regulatory
|                           |  |              |       |      |  |             |       |   |  | Minimum   
|                           |  | Consolidated |       | Bank |  | Requirement
|                           |  |              |       |      |  |            
|Leverage capital ratios    |  |              | 8.85  | %    |  |             | 8.63  | % |  |            | 4.00 | %
|                          
|                          
|                          
|                          
|Risk-based capital ratios: |  |              |       |      |  |             |       |   |  |            |      |  
|                          
|                          
|                          
|                          
|Core capital               |  |              | 9.82  |      |  |             | 9.58  |   |  |            | 4.00 |  
|                          
|                          
|                          
|                          
|Total capital              |  |              | 11.07 |      |  |             | 10.83 |   |  |            | 8.00 |  

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |  | These ratios may decline as our assets grow, but are expected to
still remain in excess of the regulatory minimum requirement. We
are currently in process of raising additional capital of $5,000,000
to $10,000000 through a secondary stock offering that commenced in
February 2001. As of June 30, 2001, $698,000 had been raised.
Anticipated future earnings and proceeds from our stock offering
will assist in keeping these ratios at satisfactory levels.

8



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##### Table of Contents



Financial Condition

Following is a summary of our balance sheets for the periods indicated:

|                        |  |                        |         |              |  |   |         | 
|----------------------- |  | ---------------------- | ------- | ------------ |  | - | ------- | 
|                        |  | June 30,               |         | December 31,
|                        |  | 2001                   |         | 2000        
|                        |  |                        |         |             
|                        |  | (Dollars in Thousands)
|                        |  |                       
|Cash and due from banks |  | $                      | 4,836   |              |  | $ | 4,112   | 
|                       
|                       
|                       
|                       
|Federal funds sold      |  |                        | 10,257  |              |  |   | 17,805  | 
|                       
|                       
|                       
|                       
|Securities              |  |                        | 9,516   |              |  |   | 9,039   | 
|                       
|                       
|                       
|                       
|Loans, net              |  |                        | 90,977  |              |  |   | 71,751  | 
|                       
|                       
|                       
|                       
|Premises and equipment  |  |                        | 841     |              |  |   | 774     | 
|                       
|                       
|                       
|                       
|Other assets            |  |                        | 3,607   |              |  |   | 3,573   | 
|                        |  |                        |         |              |  |   |         | 
|                        |  | $                      | 120,034 |              |  | $ | 107,054 | 
|                        |  |                        |         |              |  |   |         | 
|                       
|Deposits                |  | $                      | 108,158 |              |  | $ | 96,346  | 
|                       
|                       
|                       
|                       
|Federal funds purchased |  |                        | 610     |              |  |   |        | 
|                       
|                       
|                       
|                       
|Other liabilities       |  |                        | 1,487   |              |  |   | 1,146   | 
|                       
|                       
|                       
|                       
|Stockholders equity    |  |                        | 9,779   |              |  |   | 9,562   | 
|                        |  |                        |         |              |  |   |         | 
|                        |  | $                      | 120,034 |              |  | $ | 107,054 | 
|                        |  |                        |         |              |  |   |         | 

Our total assets increased by 12% for the first six months of 2001. Deposit
growth of $11,812,000 and a decrease of federal funds sold of $7,548,000 have
been primarily invested in loans. Loan growth continued to be strong as our
loan to deposit ratio has increased to 85% as of June 30, 2001 from 76% as of
December 31, 2000. Our total equity increased by year-to-date net income of
$181,000 and increased unrealized gains of securities available-for-sale, net
of tax, of $36,000.

9



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##### Table of Contents



Results of Operations For The Three Months Ended June 30, 2001 and 2000 and for
the Six Months Ended June 30, 2001 and 2000

Following is a summary of our operations for the periods indicated.

|                          |  |                        |       |      |  |   |       | 
|------------------------- |  | ---------------------- | ----- | ---- |  | - | ----- | 
|                          |  | Three Months Ended    
|                          |  | June 30,              
|                          |  |                       
|                          |  | 2001                   |       | 2000
|                          |  |                        |       |     
|                          |  | (Dollars in Thousands)
|                          |  |                       
|Interest income           |  | $                      | 2,503 |      |  | $ | 1,865 | 
|                         
|                         
|                         
|                         
|Interest expense          |  |                        | 1,346 |      |  |   | 757   | 
|                          |  |                        |       |      |  |   |       | 
|Net interest income       |  |                        | 1,157 |      |  |   | 1,108 | 
|                         
|                         
|                         
|                         
|Provision for loan losses |  |                        | 38    |      |  |   | 179   | 
|                         
|                         
|                         
|                         
|Other income              |  |                        | 100   |      |  |   | 100   | 
|                         
|                         
|                         
|                         
|Other expense             |  |                        | 1,027 |      |  |   | 782   | 
|                          |  |                        |       |      |  |   |       | 
|Pretax income             |  |                        | 192   |      |  |   | 247   | 
|                         
|                         
|                         
|                         
|Income tax                |  |                        | 73    |      |  |   |      | 
|                          |  |                        |       |      |  |   |       | 
|Net income                |  | $                      | 119   |      |  | $ | 247   | 
|                          |  |                        |       |      |  |   |       | 

|                          |  |                        |       |      |  |   |       | 
|------------------------- |  | ---------------------- | ----- | ---- |  | - | ----- | 
|                          |  | Six Months Ended      
|                          |  | June 30,              
|                          |  |                       
|                          |  | 2001                   |       | 2000
|                          |  |                        |       |     
|                          |  | (Dollars in Thousands)
|                          |  |                       
|Interest income           |  | $                      | 4,956 |      |  | $ | 3,437 | 
|                         
|                         
|                         
|                         
|Interest expense          |  |                        | 2,685 |      |  |   | 1,410 | 
|                          |  |                        |       |      |  |   |       | 
|Net interest income       |  |                        | 2,271 |      |  |   | 2,027 | 
|                         
|                         
|                         
|                         
|Provision for loan losses |  |                        | 154   |      |  |   | 258   | 
|                         
|                         
|                         
|                         
|Other income              |  |                        | 199   |      |  |   | 161   | 
|                         
|                         
|                         
|                         
|Other expense             |  |                        | 2,020 |      |  |   | 1,515 | 
|                          |  |                        |       |      |  |   |       | 
|Pretax income             |  |                        | 296   |      |  |   | 415   | 
|                         
|                         
|                         
|                         
|Income tax                |  |                        | 115   |      |  |   |      | 
|                          |  |                        |       |      |  |   |       | 
|Net income                |  | $                      | 181   |      |  | $ | 415   | 
|                          |  |                        |       |      |  |   |       | 

Our net interest income increased by $49,000 and $244,000 for the second
quarter and first six months of 2001, respectively, as compared to the same
periods in 2000. Our net interest margin decreased to 4.49% during the first
six months of 2000 as compared to 6.34% for the first six months of 2000 and
5.70% for the entire year of 2000. The increase in the net interest income is
due primarily to the increased volume of average loans and related loan fees.
The decrease in the net interest margin is due to the repricing of variable
rate loans as the prime rate has continued to drop. The repricing of these
loans at lower rates has decreased margins because not all of our
interest-bearing liabilities can be repriced as quickly. As deposits mature
and are repriced, we expect to see our net interest margin increase.

10



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##### Table of Contents



The provision for loan losses decreased by $141,000 and $104,000 for the second
quarter and first six months of 2001, respectively, as compared to the same
periods in 2000. The amounts provided are due primarily to overall loan
growth, as well as our assessment of the inherent risk in the loan portfolio.
The allowance for loan losses as a percentage of total loans amounted to 1.37%
at June 30, 2001 as compared to 1.52% at December 31, 2000. The allowance for
loan losses is maintained at a level that is deemed appropriate by management
to adequately cover all known and inherent risks in the loan portfolio.
Managements evaluation of the loan portfolio includes a continuing review of
loan loss experience, current economic conditions which may affect the
borrowers ability to repay and the underlying collateral value.

Information with respect to nonaccrual, past due and restructured loans is as
follows:

|                                                                                                                              |  |                        |     |      |  |   |   | 
|----------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | --- | ---- |  | - | - | 
|                                                                                                                              |  | June 30,              
|                                                                                                                              |  |                       
|                                                                                                                              |  | 2001                   |     | 2000
|                                                                                                                              |  |                        |     |     
|                                                                                                                              |  | (Dollars in Thousands)
|                                                                                                                              |  |                       
|Nonaccrual loans                                                                                                              |  | $                      | 0   |      |  | $ | 0 | 
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|Loans contractually past due ninety days or more as to interest
or principal payments and still accruing                      |  |                        | 216 |      |  |   | 0 | 
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|Restructured loans                                                                                                            |  |                        | 0   |      |  |   | 0 | 
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|Loans, now current about which there are serious doubts as to the
ability of the borrower to comply with loan repayment terms |  |                        | 0   |      |  |   | 0 | 
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|Interest income that would have been recorded on nonaccrual
and restructured loans under original terms                       |  |                        | 0   |      |  |   | 2 | 
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|Interest income that was recorded on nonaccrual and restructured loans                                                        |  |                        | 0   |      |  |   | 0 | 

It is our policy to discontinue the accrual of interest income when, in the
opinion of management, collection of interest becomes doubtful. This status is
accorded interest when there is a significant deterioration in the financial
condition of the borrower, full repayment of principal and interest is not
expected and the principal or interest is more than 90 days past due, unless
the loan is both well-secured and in the process of collection.

Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity, or capital resources.
These classified loans do not represent material credits about which management
is aware of any information which causes management to have serious doubts as
to the ability of such borrowers to comply with the loan repayment terms.

11



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##### Table of Contents



Information regarding certain loans and allowance for loan loss data is as
follows:

|                                                                              |                          |   |                        |   |      |   |        |    | 
|----------------------------------------------------------------------------- | ------------------------ | - | ---------------------- | - | ---- | - | ------ | -- | 
|                                                                              |                          |   | Six Months Ended      
|                                                                              |                          |   | June 30,              
|                                                                              |                          |   |                       
|                                                                              |                          |   | 2001                   |   | 2000
|                                                                              |                          |   |                        |   |     
|                                                                              |                          |   | (Dollars in Thousands)
|                                                                              |                          |   |                       
|Average amount of loans outstanding                                           |                          | $ | 81,651                 |   |      | $ | 50,600 |   
|                                                                              |                          |   |                        |   |      |   |        |   
|Balance of allowance for loan losses at beginning of period                   |                          | $ | 1,106                  |   |      | $ | 674    |   
|                                                                              |                          |   |                        |   |      |   |        |   
|Loans
charged off Commercial and financial                                    |                          | $ | 0                      |   |      | $ | 38     |   
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Real estate construction |   |                        | 0 |      |   |        | 10 | 
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Installment              |   |                        | 0 |      |   |        | 0  | 
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Other                    |   |                        | 0 |      |   |        | 0  | 
|                                                                              |                          |   |                        |   |      |   |        |   
|                                                                              |                          |   | 0                      |   |      |   | 48     |   
|                                                                              |                          |   |                        |   |      |   |        |   
|Loans
recovered  Commercial and financial                                     |                          |   | 0                      |   |      |   | 0      |   
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Real estate construction |   |                        | 0 |      |   |        | 0  | 
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Installment              |   |                        | 0 |      |   |        | 0  | 
|                                                                              |                          |   |                        |   |      |   |        |   
|                                                                              |                          |   | 0                      |   |      |   | 0      |   
|                                                                              |                          |   |                        |   |      |   |        |   
|Net charge-offs                                                               |                          |   | 0                      |   |      |   | 48     |   
|                                                                              |                          |   |                        |   |      |   |        |   
|Additions to allowance charged to
operating expense during period             |                          |   | 154                    |   |      |   | 258    |   
|                                                                              |                          |   |                        |   |      |   |        |   
|Balance of allowance for loan losses at end of period                         |                          | $ | 1,260                  |   |      | $ | 884    |   
|                                                                              |                          |   |                        |   |      |   |        |   
|Ratio of net loans charged off during the period to
average loans outstanding |                          |   | .00                    | % |      |   | .09    | % 
|                                                                              |                          |   |                        |   |      |   |        |   

Other income remained virtually unchanged for the second quarter of 2001 as
compared to the second quarter of 2000 and increased by $38,000 for the first
six months of 2001 as compared to the first six months in 2000. The overall
increase is due to increased service charges on deposit accounts associated
with the overall deposit growth and other miscellaneous fees.

Other expenses increased by $245,000 and $505,000 for the second quarter and
first six months of 2001, respectively, as compared to the same periods in 2000
primarily due to the additional costs of operating our new branch facility in
Alpharetta, Georgia. Salaries and employee benefits have increased by $126,000
and $252,000 during these periods due to an increase in the number of full time
equivalent employees to 32 as of June 30, 2001 from 24 as of June 30, 2000 and
to other annual salary increases. Equipment and occupancy expenses have
increased by $49,000 and $97,000 during these periods due to increased building
lease expense, equipment depreciation, and service contracts. Other operating
expenses have increased by $70,000 and $156,000 during these periods due to our
overall growth.

12



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##### Table of Contents



We have provided for income taxes at an effective tax rate of 40% including
state income taxes for the first six months of 2001. No taxes were recorded
during the first six months of 2000 due to cumulative net operating losses.

We are not aware of any known trends, events or uncertainties, other than the
effect of events as described above, that will have or that are reasonably
likely to have a material effect on its liquidity, capital resources or
operations. We are also not aware of any current recommendations by the
regulatory authorities which, if they were implemented, would have such an
effect.

13



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##### Table of Contents






PART II  OTHER INFORMATION

|        |  |                                                      |  |                     
|------- |  | ---------------------------------------------------- |  | --------------------
|ITEM 4. |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|       
|       
|       
|       
|       
|        |  |                                                      |  | None.               
|       
|       
|       
|       
|       
|ITEM 6. |  | EXHIBITS AND REPORTS ON FORM 8-K.                   
|       
|       
|       
|       
|       
|        |  | (a)                                                  |  | Exhibits.           
|       
|       
|       
|       
|       
|        |  |                                                      |  | None.               
|       
|       
|       
|       
|       
|        |  | (b)                                                  |  | Reports on Form 8-K.
|       
|       
|       
|       
|       
|        |  |                                                      |  | None.               

14



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##### Table of Contents






SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|      |  |                 |  |                   |  |                                                    
|----- |  | --------------- |  | ----------------- |  | ---------------------------------------------------
|      |  |                 |  | GBC BANCORP, INC.
|     
|     
|     
|     
|      |  |                 |  |                   |  | (Registrant)                                       
|     
|     
|     
|     
|     
|     
|DATE: |  | August 10, 2001 |  | BY:               |  | /s/ Larry D. Key                                   
|      |  |                 |  |                   |  |                                                    
|      |  |                 |  |                   |  | Larry D. Key, President and Chief Executive Officer
|     
|     
|     
|     
|     
|     
|DATE: |  | August 10, 2001 |  | BY:               |  | /s/ John Hopkins                                   
|      |  |                 |  |                   |  |                                                    
|      |  |                 |  |                   |  | John Hopkins, Chief Financial Officer              

15