CATSKILL FINANCIAL CORP
10-Q, 1996-05-10
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                        ---------------------------------

                                    FORM 10-Q


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 1996

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from           to
                                        ---------    -------------
                         Commission File Number 0-27650

                         CATSKILL FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Delaware                                           14-1788465
- ----------------------------                            ----------------
(State or other jurisdiction                            (I.R.S. Employer
    of incorporation or                                  Identification
       organization)                                         Number)

341 Main Street, Catskill, New York                         12414-1450
- ----------------------------------------                 ---------------
(Address of principal executive officer)                    (Zip Code)

Registrant's telephone number, including area code: (518) 943-3600
                                                    ---------------

         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 [    ]     No  [ X ]

         As of March 31, 1996, there were no shares of the  Registrant's  common
stock issued and outstanding.


<PAGE>



                         CATSKILL FINANCIAL CORPORATION



                                      INDEX


                                                                      Page
                                                                     Number
                                                                    --------


PART I.           FINANCIAL INFORMATION

                  Item 1.                                              1

                  Item 2.                                              1


PART II.          OTHER INFORMATION                                    2

                  SIGNATURES                                           3


                                        i

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                          PART I. FINANCIAL INFORMATION


         Catskill Financial Corporation (the "Holding Company") was incorporated
under the laws of the State of Delaware  for the purpose of becoming the savings
and loan holding  company of Catskill  Savings  Bank (the "Bank") in  connection
with the Bank's  conversion from a federally  chartered mutual savings bank to a
federally chartered stock savings bank (the "Conversion"),  pursuant to its Plan
of  Conversion.  The Plan of Conversion  was approved by the Bank's members at a
special  meeting held on April 1, 1996. The  consummation  of the Conversion was
subject to, among other things, the sale of the minimum number of shares offered
and  compliance  with the  conversion  approval  letter of the  Office of Thrift
Supervision. The Holding Company commenced a Subscription Offering of its shares
of common stock on February 12, 1996, in  connection  with the  Conversion.  The
Subscription  Offering  period  closed on March 27,  1996.  The  Conversion  was
consummated  on April 18,  1996 and  5,686,750  shares  of  common  stock of the
Holding Company were issued at a purchase price of $10.00 per share.

         At March 31, 1996, the Holding Company had no material  liabilities and
had not conducted any material operations.

                                        1

<PAGE>



                           PART II. OTHER INFORMATION


Item 1.           Legal Proceedings

                  None.

Item 2.           Changes in Securities

                  None.

Item 3.           Defaults Upon Senior Securities

                  None.

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

                  None.

Item 5.           Other Information

                  None.

Item 6.           Exhibits and Reports on Form 8-K

                  None.

                                                         2

<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                         CATSKILL FINANCIAL CORPORATION



Date:                                    /s/  Wilbur J. Cross 
                                         --------------------------------
                                         Wilbur J. Cross
                                         Chairman of the Board, President
                                         and Chief Executive Officer
                                         (Principal Executive Officer)





Date:                                    /s/  William J. Moore
                                         --------------------------------
                                         William J. Moore
                                         Vice President and Treasurer
                                         (Principal Financial and
                                         Accounting Officer)




<TABLE> <S> <C>



<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                               0
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                              0
<ALLOWANCE>                                          0
<TOTAL-ASSETS>                                       0
<DEPOSITS>                                           0
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                  0
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITIES-AND-EQUITY>                       0
<INTEREST-LOAN>                                      0
<INTEREST-INVEST>                                    0
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                     0
<INTEREST-DEPOSIT>                                   0
<INTEREST-EXPENSE>                                   0
<INTEREST-INCOME-NET>                                0
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                      0
<INCOME-PRETAX>                                      0
<INCOME-PRE-EXTRAORDINARY>                           0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                     0
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                    0
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        



</TABLE>


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