Suburban Bancorp Inc – ‘10-K’ for 12/31/93

As of:  Friday, 3/25/94   ·   For:  12/31/93   ·   Accession #:  356981-94-2   ·   File #:  0-11138

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Annual Report   —   Form 10-K
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 1: 10-K        Filing for 10K                                        18±    83K 
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10-K   —   Filing for 10K
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ELECTRONIC SUBMISSION HEADER                                                    
CIK             356981                                                          
PASSWORD        AE4886                                                          
FORM TYPE       10-K                                                            
DOCUMENTS       2                                                               
EQUIPMENT       101                                                             
FILER           SUBURBAN BANCORP, INC.                                          
CONTACT         EDWARD C. MURAWSKI                                              
TELEPHONE       (708) 359-1077 Ext 28                                           

PAGE 0                                                      
DOCUMENT HEADER                                                                 
DOCUMENT DESCRIPTION      COVER LETTER                                          
DOCUMENT TYPE             3                                                     
COUNT                     1                                                     

PAGE 1                                                      

                  March 25, 1994

Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Washington, D.C.  20549                                                         

Re:  Report on Form 10-K                                              
Dated March 25, 1994                                        
Registrant - Suburban Bancorp, Inc.                         
Commission File Number 0-11138                              

Gentlemen:                                                                      

We herewith submit the above captioned report as an EDGAR filing.               

Very truly yours, 

    SUBURBAN BANCORP, INC.

        By: /s/ Edward C. Murawski
   Senior Vice President

PAGE 0                                                      
DOCUMENT HEADER                                                                 
DOCUMENT DESCRIPTION  10-K   12/31/93                                           
DOCUMENT TYPE         1                                                         
COUNT                 16                                                        
SECTIONS                                                                        
Part I                3                                                         
Part II               11                                                        
Part III              12                                                        
Part IV               12                                                        
Signatures            14                                                        
Index of Exhibits     15                                                        

PAGE 1                                                                
    SECURITIES AND EXCHANGE COMMISSION
   Washington, D.C.  20549

   FORM 10-K
(Mark One)                                                                      
[X]  Annual Report Pursuant to Section 13 or 15(d) of The Securities  Exchange  
Act of 1934.  (Fee Required)                                                    
For the fiscal year ended December 31, 1993                 
or                                  
[ ] Transition report pursuant to Section 13 or 15(d) of the  Securities  Ex-   
change Act of 1934. (No Fee Required)                                           
For the transition period from             to               
Commission file number 0-11138                      
SUBURBAN BANCORP, INC.                          
    (Exact name of Registrant as specified in its charter)

Delaware                                      36-3150316  
(State or other jurisdiction of           (I.R.S. Employer Identification No.)  
incorporation or organization)                                                  
50 North Brockway                                                   
Palatine, Illinois                                     60067        
(708) 359-1077                                      (Zip Code)    
(Address and telephone number                                                   
of principal executive offices)                                                 
    ______________________________

Securities registered pursuant to Section 12(b) of the Act:  None       
Securities registered pursuant to Section 12(g) of the Act:           
Class A Common Stock, $1.00 Par Value                   
Class B Common Stock, $1.00 Par Value                   

Indicate  by  check  mark whether the Registrant (1)  has  filed  all 
reports required to be filed by Section 13 or 15(d) of the Securities Exchange  
Act  of 1934 during the preceding 12 months (or for such shorter period that    
the Registrant was required to file such reports), and (2) has been subject to  
such filing requirements for the past 90 days.  Yes  [X]    No [ ]              

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained,  
to  the  best of Registrant's knowledge, in definitive  proxy  or  information  
statements  incorporated  by  reference in Part III of this Form  10K  or  any  
amendment to this Form 10-K [X]                                                 

As  of  March  1, 1994, the aggregate market values of  the  Class  A 
Common Stock and Class B Common Stock held by non-affiliates were  $73,504,000  
and $4,048,000, respectively.  The value of the Class A Common Stock is  based  
on  the closing price for such stock on the NASDAQ National Market  System  on  
that  date.   The  value of the Class B Common stock, as to  which  no  market  
exists,  is assumed to be equal to the value of the Class A Common  Stock  be-  
cause the Class B Common Stock is convertible into Class A Common Stock at any  
time on a one-for-one basis.  Determination of stock ownership by  non-affili-  
ates  was  made solely for the purpose of responding to this  requirement  and  
Registrant is not bound by this determination for any other purpose.            

As  of March 1, 1994, there were 2,190,520 shares of Class A  Common
Stock and 1,256,486 shares of Class B Common Stock outstanding.                 

Documents Incorporated by Reference:                    
Portions of the Annual Report to Stockholders for fiscal year ended December    
31, 1993 - Part I and II                                                        
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be    
held on April 15, 1994 - Part III                                               

PAGE 2                                                                
CROSS REFERENCE SHEET                         
AND INDEX                               

PART I                                                       Page               

Item 1       Business                                          3                

Item 1(a)    Executive Officers of the Company                 8                

Item 2       Properties                                        9                

Item 3       Legal Proceedings                                11                

Item 4       Submission of Matters to a Vote of Security                        
Holders                                          11   

PART II                                                                         

Item 5       Market for Company's Common Equity                                 
and Related Stockholder Matters                  11   

Item 6       Selected Financial Data                          11                

Item 7       Management's Discussion and Analysis of                            
Financial Condition and Results of Operations    11   

Item 8       Financial Statements and                                           
Supplementary Data                               11   

Item 9       Changes in and Disagreements with Accountants                      
on Accounting and Financial Disclosure           11   

PART III                                                                        

Item 10      Directors and Executive Officers of the                            
Registrant                                       11   

Item 11      Executive Compensation                           12                

Item 12      Security Ownership of Certain Beneficial Owners                    
and Management                                   12   

Item 13      Certain Relationships and Related Transactions   12                

PART IV                                                                         

Item 14      Exhibits, Financial Statement Schedules and                        
Reports on Form 8-K                              12   

SIGNATURES                                                    15                

INDEX TO EXHIBITS                                             16                

PAGE 3                                                                

PART I                                                                          

ITEM 1 - BUSINESS                                                               

Overview                                                                        

Suburban  Bancorp, Inc. (the "Company") is organized as a  multi-bank 
holding company, with its principal office in Palatine, Illinois.  Its princi-  
pal subsidiaries are thirteen community banks.  The banks are located in Cook,  
DuPage,  Lake,  Kane, and McHenry counties in suburban areas  of  metropolitan  
Chicago.   Because  most of their market areas are suburban  communities,  the  
banks  are  primarily  retail-oriented, providing a wide  range  of  financial  
services  to individuals and small businesses.  The market areas of the  banks  
have  a diversified economy, with several corporate headquarters and  numerous  
smaller  commercial  and industrial businesses providing  employment,  with  a  
large number of residents commuting to work in the City of Chicago.             

The  banks  engage in a general full service banking  business.   The 
depository  and  loan  products of the banks are generally  those  offered  by  
competing financial institutions in the communities.  Deposit products include  
several  types of interest-bearing transaction accounts and savings  and  time  
deposits, including individual retirement  accounts.  Although numerous  types  
of loans are available, the banks principally make secured commercial loans to  
small business organizations and secured installment loans to individuals.      

Additional  products and services offered include lock box  services, 
electronic  fund  transfers, automatic teller machines  (ATMs),  safe  deposit  
facilities, automatic payroll deposit, cash management and trust services.      

Although  each bank operates under the direction of its own board  of 
directors, the Company has standard operating policies and procedures  regard-  
ing  asset/liability  management, liquidity, investment, lending  and  deposit  
structure management.  The Company has historically centralized certain opera-  
tions where economies of scale can be achieved.                                 

Market Information                                                              

As  of  March 1, 1994, the Company has 13 bank subsidiaries  with  30 
offices providing direct service to 31 communities in the Chicago metropolitan  
area.  The combined populations of these communities have grown at a  signifi-  
cantly  faster pace than the population of the Chicago metropolitan area  over  
the  past  two decades.  Local planners forecast that  growth  in  communities  
served  by  the banks will, on a percentage basis, greatly exceed  that of the  
total  metropolitan area.  Average household income of the communities  served  
by the Company was greater than the average Chicago metropolitan area  income,  
and the Company believes that average incomes of the households it serves will  
continue  to compare favorably to Chicago metropolitan averages for the  fore-  
seeable future.                                                                 

Subsidiary Banks                                                                

The Company has made seven acquisitions in the past nine years.   The 
Suburban  Bank of Bartlett was purchased in 1985, both the Marengo State  Bank  
and the Suburban Bank of West Brook in 1986, Suburban National Bank/Aurora and  
The  State  Bank of Woodstock in 1987, Suburban Bank of  Oakbrook  Terrace  in  
1988, and The State Bank of Huntley in 1993.                                    

PAGE 4                                                                

The table below presents certain information regarding the subsidiary 
banks owned by the Company (dollars in thousands.)                              
                                         December 31, 1993 (1)
    Name of Bank        Number   -------------------------------------------
(Year Formed/Year Af-       of      Total             Net    Return on Average  
filiated with Suburban)  Locations  Assets   Equity   Income Assets   Equity    
------------------------ --------  --------  -------  ------ -------- -------   

                                                                [Download Table]
                                                                              
Suburban National Bank of                                                     
Palatine (1944/1961)           8   $280,581 $17,660  $3,582     1.29%   20.53%
Suburban Bank of Barrington                                                   
(1968/1983)                    3    185,677  11,647   2,651     1.53    23.71 
The State Bank of Woodstock                                                   
(1889/1987)                    2    154,944  10,545   2,179     1.37    21.26 
Suburban Bank of Rolling                                                      
Meadows (1959/1973)            2    106,947   6,668   1,431     1.46    22.34 
Suburban Bank of Bartlett                                                     
(1911/1985)                    2     85,822   5,480   1,117     1.39    22.20 
Suburban Bank of Cary-Grove                                                   
(1914/1971)                    3     79,597   5,243   1,117     1.43    22.10 
Suburban National Bank of Elk                                                 
Grove Village (1971/1971)      2     74,460   4,820     931     1.31    21.26 
Marengo State Bank                                                            
(1930/1986)                    2     67,137   4,236     878     1.37    21.85 
Suburban Bank of West Brook                                                   
(1964/1986)                    1     65,236   4,319     786     1.23    19.58 
Suburban Bank of Hoffman-                                                     
Schaumburg (1970/1970)         2     63,415   4,098     639     1.10    17.14 
Suburban Bank of Oakbrook                                                     
Terrace (1971/1988)            1     60,438   3,689     761     1.39    22.08 
The State Bank of Huntley                                                     
(1913/1993)                    1     44,051   3,964    (234)   (2.21)  (24.95)
Suburban National Bank/Aurora                                                 
(1960/1987)                    1     29,251   2,053     400     1.46    20.50 
------------------------                                                      

(1)   The  data  presented in this table does not  aggregate  to  the 
Company's consolidated financial results for 1993, since they do not take into  
account  unallocated parent company expenses and other  consolidating  adjust-  
ments.                                                                          

Nonbank Subsidiaries                                                            

The  Company  also owns 100 percent of  three  nonbank  subsidiaries: 
Brockway  Insurance Agency, Inc., a company organized as an insurance  broker;  
Suburban Mortgage Corp., a company organized as a mortgage banker; and  Subur-  
ban  Holdings, Inc., a company organized to hold real estate.  Suburban  Hold-  
ings, Inc. is the owner of certain parcels of real estate which are being held  
for use as bank premises and for sale.                                          

Bank Service Corporation Subsidiaries                                           

The  Company's  subsidiary banks own two  bank  service  corporations 
designed to facilitate certain operations of the banks.  Suburban  Information  
Systems,  Inc.  provides data processing, bookkeeping, and  proof  of  deposit  
services  for the customers of the banks.  Suburban Information Systems,  Inc.  
derives  substantially  all its revenue from the  Company's  banks.   Suburban  
Remittance Corporation, which is a wholly owned subsidiary of Suburban  Infor-  
mation Systems, processes remittances to large commercial customers  requiring  
specialized services due to high volumes of deposit items.                      

PAGE 5                                                                

Competition                                                                     
The  Company faces intense competition in all phases of  its  banking 
business from other banks and financial institutions.  In addition to numerous  
banks in their market area, the Company's banks compete actively with  savings  
and  loan institutions, credit unions, insurance companies, investment  firms,  
and retailers.  A growing source of local competition comes from  out-of-state  
regional bank holding companies and major Chicago banks which have established  
themselves in the market areas of the Company's subsidiary banks through  loan  
production  offices and affiliated banks.  The Company believes that  competi-  
tion  for its products and services is based principally on location,  conven-  
ience,  quality, and price.  The principal pricing factors relate to  interest  
rates charged on loans and paid on deposits.                                    

Employees                                                                       
The  Company and its subsidiaries employed approximately 575  persons 
(full time equivalent) on December 31, 1993,  of which 21 were employed by the  
parent company.                                                                 

SUPERVISION AND REGULATION                                                      

The Company.                                                                    
   The Company is a corporation organized in 1981 under the General Corpora-
tion Law of the State of Delaware, having its  principal place of  business in  
Palatine, Illinois. It  holds a certificate of authority to do  business  as a  
foreign  corporation  in the State of Illinois.  As a corporation  listed  for  
quotation  on NASDAQ, it is subject to the Delaware anti-takeover  legislation  
adopted  February,  1988.  That legislation prevents  hostile  acquirers  from  
engaging  in a wide range of business combinations for three years  after  ac-  
quiring a 15% interest in the target corporation.                               

The Company is a bank holding company within the meaning of the  Bank 
Holding Company Act of 1956, as amended (the "Bank Holding Company Act"),  and  
is  registered as such  with the  Board of Governors  of the  Federal  Reserve  
System  (the "Federal Reserve Board").  The Bank Holding Company Act  requires  
every bank holding company to obtain the prior approval of the Federal Reserve  
Board before merging with or consolidating into another bank holding  company,  
acquiring  substantially  all the assets of any bank or  acquiring  direct  or  
indirect  ownership  or control of more than 5% of the voting  shares  of  any  
bank.  The Federal Reserve Board may not approve an acquisition by the Company  
unless such acquisition has been specifically authorized by Illinois statute.   

The  Bank Holding Company Act prohibits a bank holding company,  with 
certain exceptions, from acquiring direct or indirect ownership or control  of  
more than 5% of the voting shares of any company which is not a bank and  from  
engaging in any business other than that of banking, managing, and controlling  
banks  or furnishing services to banks and their subsidiaries.   The  Company,  
however,  may engage in, and may own shares of companies engaged  in,  certain  
businesses determined by the Federal Reserve Board to be so closely related to  
banking  or managing or controlling banks as to be a proper incident  thereto.  
The  Bank Holding Company Act does not place territorial restrictions  on  the  
activities of bank holding companies or their nonbank subsidiaries.             

The Banks.                                                                      
Under  the Bank Holding Company Act, and the regulations  promulgated 
thereunder,  the Company is required to file annual reports of its  operations  
and  such additional information as the Federal Reserve Board may require  and  
is  subject to examination by the Federal Reserve Board.  The Federal  Reserve  
Board  has  jurisdiction to regulate the terms of certain debt issues  of  the  
Company, including the authority to impose reserve requirements.                

PAGE 6                                                                

Three  of  the  Company's subsidiaries are  national  banks  and  are 
subject  to  regulation  and regular examinations by the  Comptroller  of  the  
Currency.   All national banks are members of the Federal Reserve  System  and  
are  subject  to applicable provisions of the Federal Reserve Act.   The  Com-  
pany's three national banks are the Suburban National Bank of Palatine, Subur-  
ban National Bank of Elk Grove Village and Suburban National Bank/Aurora.       

   Ten  of  the  Company's  banks  are  state banks,   chartered  under  the
Illinois  Banking Act.  They are subject to regulation and examination by  the  
Illinois  Commissioner  of  Banks and Trust Companies.   The  Company's  state  
chartered banks are the Suburban Bank of Cary-Grove, Suburban Bank of Hoffman-  
Schaumburg,  Suburban  Bank of Barrington, Suburban Bank of  Rolling  Meadows,  
Suburban  Bank  of  Bartlett, Suburban Bank of West Brook,  Suburban  Bank  of  
Oakbrook  Terrace,  Marengo State Bank,  The State Bank of Woodstock  and  The  
State                                                                           
Bank of Huntley.                                                                

All  of the banking subsidiaries are members of the  Federal  Deposit 
Insurance  Corporation ("FDIC") and as such are subject to the  provisions  of  
the Federal Deposit Insurance Act.                                              

Regulatory Issues                                                               

The  federal and state laws and regulations generally  applicable  to 
banks regulate, among other things, the scope of their business, their invest-  
ments, their reserves against deposits, the nature and amount of and collater-  
al  for loans, and include restrictions on the number of banking  offices  and  
activities which may be performed at such offices.                              

Subsidiary  banks  of a bank holding company are subject  to  certain 
restrictions  under the Federal Reserve Act and the Federal Deposit  Insurance  
Act  on loans and extensions of credit to the bank holding company or  to  its  
other  subsidiaries, investments in the stock or other securities of the  bank  
holding company or its other subsidiaries, or advances to any borrower collat-  
eralized by such stock or other securities.                                     

   Effective  December 1,  1990,  out-of-state  bank  holding  companies are
authorized to acquire banks  or  bank holding companies having their principal  
place of business in Illinois.   Such out-of-state bank holding companies must  
have their  principal place of  business in a  state whose  interstate banking  
laws are fully reciprocal with those of Illinois.     In 1993, the Illinois     
General  Assembly amended  the Illinois Banking  Act  effectively removing all  
numeric, geographic and home office protection branching restrictions imposed   
on banks and savings banks under Illinois law.                                  

   On December 19, the Federal Deposit Insurance Corporation Improvement act
of 1991 ("FDICIA") was enacted.   FDICIA provides for, among other things: the  
recapitalization of the Bank Insurance Fund; several supervisory reforms, inc-  
luding  required annual  regulatory examinations of depository institutions,    
annual independent audits and related management reports on internal controls;  
the  adoption of safety and soundness standards on matters such as loan under   
writing and  documentation,  interest rate risk deposit insurance system;  and  
mandated consumer protection disclosure regarding deposit accounts.   FDICIA,   
together  with the regulations promulgated pursuant thereto,  have increased    
certain costs related to examination reporting and disclosure.                  

PAGE 7                                                                

Effective  July  1, 1992, banks commonly owned by  the  same  holding 
company are allowed to establish "affiliate facilities."  An affiliate facili-  
ty  is  allowed to receive deposits; cash and issue checks  drafts  and  money  
orders; and receive payments on existing indebtedness.                          

Dividends.                                                                      

The  Company uses funds derived primarily from the payment  of  divi- 
dends by its subsidiaries for, among other purposes, the payment of  dividends  
to the Company's stockholders.                                                  

The directors of a national bank may generally declare a dividend  of 
as  much of the net profits (as defined in the National Bank Act) of the  bank  
as they deem proper.  However, the approval of the Comptroller of the Currency  
is required for any dividend paid to the Company by national bank subsidiaries  
if the  total of all dividends,  including  any proposed  dividend declared by  
that  bank in  any  calendar year,  exceeds  the total of its net profits  (as  
defined in the National Bank Act)  for that year  and retained net profits (as  
defined in the National Bank Act) for the preceding two years.                  

Under  provisions of the Illinois Banking Act, dividends may  not  be 
declared by the Company's state banking subsidiaries except out of each bank's  
net  profit,  and unless each bank has transferred to  surplus  at least  one-  
tenth of its net profits since the date of the declaration of the last preced-  
ing dividend until the amount of its surplus is at least equal to its capital.  
Presently,  the surplus of each of the Company's state banks equals or exceeds  
capital.                                                                        

All dividends paid to the Company by its subsidiary banks and by  the 
Company  to  its stockholders are further restricted by Capital  Asset  Guide-  
lines,  adopted  in substantially the same form by all  the  relevant  Federal  
regulatory  agencies.  The Capital Asset Guidelines have been phased  in  over  
several  years  and are currently effective in their  entirety.   The  Capital  
Asset  Guidelines  include two measures, a risk-based measure and  a  leverage  
measure.   Generally a financial institution's capital ratios must  meet  both  
measures.   The risk-based measure compares an institution's capital with  its  
assets  which have been weighted in accordance with the risks associated  with  
them.   The  minimum ratio established under the risk-based  measure  is  8.00  
percent.  The ratio under the risk-based measure for the Company on a consoli-  
dated  basis was 15.77 percent at December 31, 1993.  The leverage measure  is  
flexible.   The minimum ranges between 4 percent and 5 percent, except for the  
strongest  institutions,  which are permitted to operate with a  minimum of  3  
percent.   The Company had a consolidated capital ratio  based on the leverage  
measure of 7.2 percent at December 31, 1993.                                    

 At  December  31,  1993, the  Company's  banking  subsidiaries  had
$15,656,000 available for the payment of dividends to the Company.              

Monetary Policy and Economic Conditions.                                        

The  earnings  of bank holding  companies and their subsidiary  banks 
are  affected by general economic conditions and also by the fiscal and  mone-  
tary  policies of governmental authorities, including in particular  those  of  
the Federal Reserve Board, which influences conditions in the money and  capi-  
tal  markets through, among other means, open market operations.  Such  opera-  
tions are designed to affect interest rates and the growth in bank credit  and  
deposits.  The above monetary and fiscal policies of the Federal Reserve Board  
have  affected the operating results of all commercial banks in the  past  and  
may be expected to do so in the future.  The Company cannot predict the nature  
or  the extent of any effects which economic conditions, fiscal,  or  monetary  
policies may have on its business and earnings.                                 

PAGE 8                                                                

SELECTED STATISTICAL INFORMATION                                                
In  accordance with general instruction G(2), the information  called 
for  by Item 1 of this Form 10-K and Guide 3, Statistical Disclosure  by  Bank  
Holding  Companies, is incorporated herein by reference to a section  entitled  
"Management's  Discussion and Analysis of Financial Condition and  Results  of  
Operations" on pages 24 through 36 of the Company's 1993 Annual Report.         

ITEM 1(a) - EXECUTIVE OFFICERS OF THE COMPANY                                   
The  names and ages of the executive officers of the  Company,  along 
with a brief account of the business experience of each such person during the  
past five years, and certain other information follows:                         

Name (Age) and Positions          Principal Occupations and Offices             
with the Company (year           with the Company (and subsidiaries) For      
first elected to office)         Past Five Years and Other Information        

Gerald F. Fitzgerald, Jr. (43)    President of Suburban National Bank of        
director (1981)                  Palatine from 1980 to 1990; chairman         
president chief executive        of the board of Suburban Bank of West        
officer (1990)                   Brook since 1986; of Suburban Bank of        
                      of Oakbrook Terrace since 1988; of
                    Suburban Bank of Rolling Meadows
                          since 1990; of Suburban National Bank/
                            Aurora  since 1990; of Suburban National
                            Bank of Elk Grove Village since 1990; of
                            Suburban National Bank of Palatine since
                           1990; and Suburban Information Systems,
                          Inc. since 1990; president of Brockway
                               Insurance Agency, Inc. since 1990; director
                                Suburban Remittance Corp. since 1987; presi-
                               dent of Suburban Holdings, Inc. since 1990.

James G. Fitzgerald (42)          Chairman of the board since 1990 and          
director (1981)                  president since 1983 of Suburban Bank of     
treasurer and chief              Barrington; chairman of the board of         
financial officer(1981           Marengo State Bank since 1986; vice          
vice president (1993)            chairman and director of The State Bank      
                            of Woodstock since 1987; chairman of the
                            board of Suburban Bank of Bartlett since
                        1990; of Suburban Bank of Cary-Grove
                            since 1990; of Suburban Bank of Hoffman-
                                Schaumburg since 1990; and The State Bank of
                            Huntley since 1993; director of Suburban
                         Information Systems, Inc. since 1990.

Thomas P. MacCarthy (44)          President Suburban National Bank of           
                             Palatine since 1990; director of Suburban
                Remittance Corp. since 1993.

Francis Catini (48)               President Suburban Bank of Cary/Grove         
director (1981)                  since 1981; director Suburban Remittance     
                               Corp. since 1993; Trustee Suburban Bancorp,
                          Inc. Employee Benefit Plan since 1983.

Edward C. Murawski (46)           Secretary and treasurer of Brockway           
senior vice president and        Insurance Agency; since 1990; secretary,     
assistant secretary (1991)       treasurer and director of Suburban Holdings  
comptroller and chief            Inc. since 1988; secretary treasurer of      
accounting officer (1986)        Suburban Mortgage Corporation since 1992;    
                              treasurer of Suburban Information Systems,
     Inc.; since 1991.

PAGE 9                                                                

   Gerald  F. Fitzgerald, Jr. and James G. Fitzgerald are  sons of Gerald F.
Fitzgerald,  current Chairman of  the  Board of Directors of the Company.   No  
other  executive  officers of  the Company are related.    The officers of the  
Company  hold their offices  until such time as their successors are chosen by  
the Board of Directors or their resignations become effective.                  

ITEM 2 - PROPERTIES                                                             

   The Company occupies a total of approximately 282,000 square  feet  in 30
locations. The Company's principal offices are located in approximately 10,000  
square feet of office space in the Suburban National Bank of Palatine building  
in Palatine, Illinois.  Twenty  thousand square feet  of the Suburban National  
Bank of Palatine building, six thousand square feet of the Marengo Bank build-  
ing, and 4,000 square feet of  the Suburban Bank of  West Brook  building  are  
leased to non-affiliated tenants.   Except as  discussed above, all facilities  
are used solely to conduct the Company's banking and bank related businesses.   

   The  following  table sets forth certain information  concerning the main
offices and branches of the Company's subsidiary banks and of its nonbank sub-  
sidiaries.                                                                      

                                  Approximate   Own/
      Property               Main/Branch     Square Feet   Lease    Status
      -------                -----------     -----------   -----    ------

                                                                [Download Table]
                                                                               
Suburban Bank of Rolling                                                       
   Meadows                    Rolling Meadows      9,600      lease   expiring 
                                                                      1999     
   Branch                     Arlington Heights    9,500      owned            

Suburban Bank of Bartlett     Bartlett            12,000      owned            
   Branch                     Streamwood           2,400      owned            

Suburban Bank of Barrington   Barrington          11,000      owned            
   Branch                     Hoffman Estates      3,100      owned            
   Branch                     Vernon Hills        15,618      owned            

Suburban Bank of Cary-Grove   Cary                12,500      owned            
   Branch                     Fox River Grove      2,300      owned            
   Branch                     Crystal Lake           900      lease   expiring 
                                                                      1993     

Suburban National Bank                                                         
  of Palatine                 Palatine            50,000      owned            
   Branch-Northwest Highway   Palatine             5,450      lease   expiring 
                                                                      1994     
   Branch-Hicks               Palatine             2,500      owned            
   Branch-Colfax              Palatine               800      owned            
   Branch-Plum Grove          Rolling Meadows      2,820      owned            
   Branch-Woodfield           Schaumburg           8,000      lease   expiring 
                                                                      1999     
   Branch                     Rolling Meadows      1,835      lease   expiring 
                                                                      1996     
   Branch                     Schaumburg           1,920      lease   expiring 
                                                                      2001     

     PAGE 10                                                                   

                                                Approximate   Own/             
       Property                 Main/Branch     Square Feet   Lease    Status  
       --------                 -----------     -----------   -----    ------  
Suburban Bank of Hoffman-                                                      
  Schaumburg                  Hoffman Estates      7,000      owned            
   Branch                     Schaumburg           9,500      owned            

Suburban National Bank                                                         
  of Elk Grove Village        Elk Grove Village   10,000      lease   expiring 
                                                                      1997     
   Branch                     Roselle              2,400      owned            

Marengo State Bank            Marengo              7,356      owned            
   Branch                     Marengo              2,300      owned            

Suburban Bank of                                                               
  West Brook                  Westchester         16,000      owned            

Suburban National                                                              
  Bank/Aurora                 Aurora               4,000      owned            

The State Bank of Woodstock   Woodstock           30,465      owned            
                              Woodstock            2,200      owned            

Suburban Bank of                                                               
  Oakbrook Terrace            Oakbrook Terrace    12,000      lease   expiring 
                                                                      1997     
The State Bank of Huntley     Huntley              8,000      owned            

Suburban Information                                                           
  Systems, Inc.               Palatine            17,034      owned            

Suburban Remittance Corp.     Palatine             2,444      lease from parent

Certain  subsidiary  banks  have entered into  operating  leases  for 
banking  premises  with unaffiliated third parties which resulted  in  approx-  
imately  $657,000, $587,000, and $565,000 in lease-related expenses  in  1993,  
1992 and 1991, respectively.                                                    
The  Company  does  not anticipate material  increases  in  operating 
lease-related expenses earlier than 1998, except to the extent, if any,  addi-  
tional leased facilities are opened.                                            

PAGE 11                                                               

ITEM 3 - LEGAL PROCEEDINGS                                                      

None                                                                  

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    

None                                                                  

PART II                                                                         

ITEM 5 - MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS     

Incorporated by reference to a section entitled "Market Price of  and 
Dividends  on  Company's  Common Equity" on page 36 of  the  Company's  Annual  
Report to Stockholders for the fiscal year ended December 31, 1993.             

ITEM 6 - SELECTED FINANCIAL DATA                                                

Incorporated  by reference to sections entitled  "Selected  Financial 
Data" on page 22, "Selected Quarterly Financial Data" on page 23, and "Manage-  
ment's  Discussion and Analysis of Financial Condition and Results  of  Opera-  
tions"  on  page  24 of the Company's Annual Report to  Stockholders  for  the  
fiscal year ended December 31, 1993.                                            

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION            
AND RESULTS OF OPERATIONS                                                       

Incorporated by reference to a section entitled "Management's Discus- 
sion  and Analysis of Financial Condition and Results of Operations" on  pages  
24  through 36 of the Company's Annual Report to Stockholders for  the  fiscal  
year ended December 31, 1993.                                                   

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA                             

Incorporated  by reference to the consolidated  financial  statements 
set forth on pages 7 through 21 of the Company's Annual Report to Stockholders  
for the fiscal year ended December 31, 1993.                                    

ITEM  9  -  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS  ON  ACCOUNTING  AND  
FINANCIAL DISCLOSURE                                                            

None                                                                  

PART III                                                                        

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY                       

Incorporated  herein by reference to sections entitled  "Election  of 
Directors" and "Beneficial Ownership of Securities," on pages 1 through 5,  of  
the  Company's  definitive proxy statement filed with the Securities  and  Ex-  
change  Commission  March 15, 1994, pursuant to Regulation  14A.   Information  
concerning the Executive Officers of the Company is contained in the  response  
to Item 1(a) hereof.                                                            

PAGE 12                                                               

ITEM 11 - EXECUTIVE COMPENSATION                                                

   Incorporated by reference to a section  entitled "Executive Compensation"
on pages 5 through 11 of the Company's definitive  proxy  statement filed with  
the Securities  and Exchange Commission  March 15,  1994,  pursuant to Regula-  
tion 14A.                                                                       

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

   Incorporated  by reference to a section  entitled   "Beneficial Ownership
of Securities" on pages 4 and 5 of the Company's  definitive  proxy  statement  
filed with the Securities and Exchange Commission March  15, 1994, pursuant to  
Regulation 14A.                                                                 

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

Incorporated by reference to a section entitled "Management Relation- 
ships  and Related Transactions" on page 12 of the Company's definitive  proxy  
statement  filed with the Securities and Exchange Commission March  15,  1994,  
pursuant to Regulation 14A.                                                     

PART IV                                                                         

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K      

Item 14(a)(1) and (2)                                                           

SUBURBAN BANCORP, INC. AND SUBSIDIARIES                   
LIST OF FINANCIAL STATEMENT AND                     
FINANCIAL STATEMENT SCHEDULES                       

The  following consolidated financial statements of the  Company  and 
its subsidiaries are incorporated by reference to the Company's Annual  Report  
to  Stockholders for the fiscal year ended December 31, 1993.                   

                                                    Page

Independent Auditors' Report                                  7       

Consolidated Balance Sheets - December 31, 1993 and 1992      8       

Consolidated Statements of Income - Years Ended                       
December 31, 1993, 1992 and 1991                              9       

Consolidated Statements of Changes in Stockholders'                   
Equity - Years Ended December 31, 1993, 1992 and 1991        10       

Consolidated Statements of Changes in Cash Flows -                    
Years Ended December 31, 1993, 1992 and 1991                 11       

Notes of Consolidated Financial Statements                   12       

PAGE 13                                                               

Schedules                                                                       

The  following Condensed Financial Information (Parent Company  Only) 
is  incorporated by reference to note 15 to the Company's Consolidated  Finan-  
cial Statements as set forth on pages 20 and 21 of the Company's Annual Report  
to  Stockholders for the fiscal year ended December 31, 1993.                   

Condensed Balance Sheets - December 31, 1993 and 1992        20       

Condensed Statements of Income - Years Ended                          
December 31, 1993, 1992 and 1991                             20       

Condensed Statements of Changes in Cash Flows -                       
Years Ended December 31, 1993, 1992 and 1991                 21       

Schedules  other than those listed above are omitted for the reason that  they  
are not required or are not applicable or the required information is shown in  
the financial statements or notes thereto.                                      

Item 14(a)(3) and 14(c) - Exhibits                                              

(i) See "Index to Exhibits" immediately following signature pages.    

(ii) The following management contracts and compensatory plans and    
arrangements are listed as exhibits to this Form 10-K:      

10.1     Suburban Bancorp, Inc. Bank Employees Profit Shar-                   
ing Plan - Incorporated by reference to Exhibit             
10.8 of Form S-1 of the Company dated June 17,              
1986, Registration Number 33-6528                  IBRF     

10.2     Suburban Bancorp, Inc. Executive Incentive Plan -                    
Incorporated by reference to Exhibit 10.9 of                
Form S-1 dated July 16, 1986, Registration Number           
33-6528                                            IBRF     

10.3     1986 Stock Appreciation Rights Plan - Incorporated                   
by reference to Exhibit 10.5 of Form 10-K of the            
Company for the year ended December 31, 1986, File          
Number 0-11138                                     IBRF     

10.4     Deferred Compensation agreement effective as                         
of January 1, 1991 between the Company and Gerald           
F. Fitzgerald - Incorporated by reference                   
to Exhibit 10.4 of Form 10-K for the year ended             
December 31, 1991, File Number 0-11138             IBRF     

10.5     Employment Agreement between the Company and Gerald                  
F. Fitzgerald - Incorporated by reference                   
to Exhibit 10.5 to Form 10-K for the year ended             
December 31, 1992, File No-11138                   IBRF     

Item 14(b) - Reports on Form 8-K                                                

None                                                                  

PAGE 14                                                               

Upon written request to the Secretary of Suburban Bancorp, Inc.,   50 
North Brockway, Drawer A, Palatine, Illinois 60067, copies of exhibits  listed  
on  the Index to Exhibits are available to stockholders of  Suburban  Bancorp,  
Inc. by specifically identifying each exhibit desired in the request. A fee of  
$0.20  per page will be charged to stockholders requesting copies of  exhibits  
to cover copying and mailing costs.                                             

PAGE 15                                                               

SIGNATURES                                                                      

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be  signed  
on its behalf by the undersigned, thereunto duly authorized.                    

SUBURBAN BANCORP, INC.                                                          
(the Registrant)                                                                

By: /s/ Gerald F. Fitzgerald, Jr.                                               
_____________________________                                                   
Gerald F. Fitzgerald, Jr.                                                       
President, Chief Executive                                                      
Officer, and Director                                                           

March 25, 1994                                                                  

Pursuant to the requirements of the Securities Exchange Act of  1934, 
this  report has been signed below by the following persons on behalf  of  the  
Company and in the capacities indicated, on March 25, 1994.                     

/s/ Gerald F. Fitzgerald                                                        
___________________________                  ______________________             
Gerald F. Fitzgerald                          John V. Crowe                     
Chairman of the Board                         Director                          

/s/ James G. Fitzgerald                       /s/ Gerald F. Fitzgerald, Jr.     
____________________________                  ___________________________       
James G. Fitzgerald                           Gerald F. Fitzgerald, Jr.         
Treasurer, Chief Financial                    President, Chief Executive        
Officer and Director                          Officer, and Director             

/s/ Edward C. Murawski                        /s/ Thomas G. Fitzgerald          
____________________________                  ________________________          
Edward C. Murawski                            Thomas G. Fitzgerald              
Senior Vice President,                        Secretary and Director            
Comptroller and Chief                                                           
Accounting Officer                                                              

/s/ Francis Catini                            /s/ James H. Sammons              
____________________________                  __________________________        
Francis Catini                                James H. Sammons, M.D.            
Director                                      Director                          

                                  /s/ Richard J. Riordan
____________________________                  ___________________________       
Donald J. Cooney                              Richard J. Riordan                
Director                                      Director                          

/s/ Joseph F. Lizzadro                                                          
____________________________                                                    
Joseph F. Lizzadro                                                              
Director                                                                        

PAGE 16                                                                 

   INDEX TO EXHIBITS

Exhibit                                                   Document              
Number               Description                           Filing*              

3.1     Restated Certificate of Incorporation - Incorporated                
by reference to Exhibit 3.1 of Form S-1 of the              
Company dated June 17, 1986, under Registration             
Number 33-6528                                     IBRF     

3.2     By-laws - Incorporated by reference to Exhibit 3.2                  
of Form 10-K of the Company for the year ended              
December 31, 1986, File Number 0-11138             IBRF     

4.1     Copy of specimen certificate for Class A Common                     
Stock - Incorporated by reference to Exhibit 4.1            
of Form S-1 of the Company dated June 17, 1986,             
Registration Number 33-6528                        IBRF     

4.2     Copy of specimen certificate for Class B Common                     
Stock - Incorporated by reference to Exhibit 4.2            
of Form S-1 of the Company dated June 17, 1986,             
Registration Number 33-6528                        IBRF     

10.1     Suburban Bancorp, Inc. Bank Employees Profit Shar-                   
ing Plan - Incorporated by reference to Exhibit             
10.8 of Form S-1 of the Company dated June 17,              
1986, Registration Number 33-6528                  IBRF     

10.2     Suburban Bancorp, Inc. Executive Incentive Plan -                    
Incorporated by reference to Exhibit 10.9 of                
Form S-1 dated July 16, 1986, Registration Number           
33-6528                                            IBRF     

10.3     1986 Stock Appreciation Rights Plan - Incorporated                   
by reference to Exhibit 10.5 of Form 10-K of the            
Company for the year ended December 31, 1986, File          
Number 0-11138                                     IBRF     

10.4     Deferred Compensation agreement effective as                         
of January 1, 1991 between the Company and Gerald           
F. Fitzgerald - Incorporated by reference                   
to Exhibit 10.4 of Form 10-K for the year ended             
December 31, 1991, File Number 0-11138             IBRF     

10.5     Employment Agreement between the Company and Gerald                  
F. Fitzgerald - Incorporated by reference                   
to Exhibit 10.5 to Form 10-K for the Year ended             
December 31, 1992, File No. 0-11138                IBRF     

PAGE 17                                                               

Exhibit                                                 Document                
Number               Description                        Filing*                 

10.6     Form of Directorship Agreement entered into between                  
the Company and each of its Directors - Incorporated        
by reference to Exhibit 10.5 of Form 10-K for the           
year ended December 31, 1991 File Number 0-11138   IBRF     

13       Annual Report to Stockholders for fiscal year ended                  
December 31, 1993 filed on March 15, 1994          IBRF     

21.1     Subsidiaries of Registrant - Incorporated by                         
reference to the definitive proxy statement                 
filed on March 15, 1994                           IBRF      

23.1     Opinion of Deloitte & Touche concerning financial                    
statements for the year ended December 31, 1993             
filed herewith                                      EF      

*  IBRF - Incorporated by Reference                                         
EF   - Electronically Filed                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		4/15/94		8-K,  DEF 14A
Filed on:		3/25/94
		3/15/94		DEF 14A
		3/1/94
For Period End:		12/31/93
		12/31/92
		7/1/92
				List all Filings