As filed with the Securities and Exchange Commission on March 11, 1997
Registration No. 333-20461
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
PEOPLES-SIDNEY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 6035 Applied For
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation Classification Code Number) Identification No.)
or organization)
101 E. Court Street, Sidney, Ohio 45365 (937)492-6129
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_______________
Douglas Stewart, President and Chief Executive Officer
Peoples-Sidney Financial Corporation
101 E. Court Street
Sidney, Ohio 45365
(937) 492-6129
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
Please send copies of all communications to:
Jeffrey M. Werthan, P.C.
Beth A. Freedman, Esq.
SILVER, FREEDMAN & TAFF, L.L.P.
(A limited liability partnership including professional corporations)
1100 New York Avenue, N.W.
Seventh Floor, East Tower
Washington, DC 20005
(202) 414-6100
_______________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Amount Proposed Maximum Proposed Maximum
Class of Securities to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) Per Share(1) Price(1) Registration Fee(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,785,375 shares $10.00 $17,853,750 $5,411
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</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) A registration fee of $5,010 was previously paid with the initial filing of
this Registration Statement on Form S-1. $401 are being submitted herewith
to cover the registration of an additional 132,250 shares.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Prospectus
[LOGO]
PEOPLES-SIDNEY FINANCIAL CORPORATION
(Proposed Holding Company for Peoples Federal Savings and Loan Association)
$10.00 Per Share
1,552,500 Shares of Common Stock
(Anticipated Maximum)
Peoples-Sidney Financial Corporation (the "Holding Company") is offering up
to 1,552,500 shares of common stock, par value $0.01 per share (the "Common
Stock"), in connection with the conversion of Peoples Federal Savings and Loan
Association of Sidney, Sidney, Ohio ("Peoples Federal" or the "Association")
from a federally chartered mutual savings and loan association to a federally
chartered stock savings and loan association and the issuance of all of Peoples
Federal's outstanding stock to the Holding Company (the "Conversion"). Pursuant
to the Association's plan of conversion (the "Plan of Conversion" or the
"Plan"), non-transferable rights to subscribe for the Common Stock
("Subscription Rights") have been given, in order or priority, to (i) Peoples
Federal's depositors as of October 31, 1995 ("Eligible Account Holders"), (ii)
tax-qualified employee plans of Peoples Federal and the Holding Company
("Tax-Qualified Employee Plans"), provided, however, that the Tax-Qualified
Employee Plans shall have first priority Subscription Rights to the extent that
the total number of shares of Common Stock sold in the Conversion exceeds the
maximum of the Estimated Valuation Range as defined below, (iii) Peoples
Federal's depositors as of December 31, 1996 ("Supplemental Eligible Account
Holders"), (iv) depositors as of ________, 1997 ("Other Members"), and (v) its
employees, officers and directors (the "Subscription Offering").
(continued on next page)
---------------------
FOR INFORMATION ON HOW TO SUBSCRIBE, CALL THE STOCK
INFORMATION CENTER AT (___) ___-____.
---------------------
FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED,
SEE "RISK FACTORS" AT PAGE 13
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES REGULATOR, THE OFFICE OF THRIFT
SUPERVISION OR THE FEDERAL DEPOSIT INSURANCE CORPORATION, NOR HAS SUCH
COMMISSION, REGULATOR, OFFICE OR CORPORATION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE. THE SHARES OF COMMON STOCK OFFERED
HEREBY ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
Estimated Underwriting Fees
Commissions and Other Estimated Net
Purchase Price(1) Expenses(2) Conversion Proceeds(3)
<S> <C> <C> <C>
Per Share(4)................................. $10.00 $0.38 $9.62
Minimum Total................................ $11,475,000 $490,000 $10,985,000
Midpoint Total............................... $13,500,000 $518,000 $12,982,000
Maximum Total................................ $15,525,000 $546,000 $14,979,000
Maximum Total, As Adjusted(5)................ $17,853,750 $578,000 $17,275,750
====================================================================================================================================
</TABLE>
- ---------------------
(1) Determined on the basis of an appraisal prepared by Keller & Company, Inc..
("Keller") dated March 4, 1997, which states that the estimated pro forma
market value of the Common Stock ranged from $11.5 million to $15.5 million
or between 1,147,500 shares and 1,552,500 shares, of Common Stock at $10.00
per share. See "The Conversion - Stock Pricing and Number of Shares to be
Issued."
(2) Consists of the estimated costs to the Association and the Holding Company
arising from the Conversion, including the payment to Charles Webb &
Company, a Division of Keefe, Bruyette & Woods, Inc. ("Webb") of a
management fee and estimated expenses of $35,000 and estimated sales
commissions ranging from $132,180 (at the minimum) to $188,070 (at the
maximum) in connection with the sale of shares in the Offering. Such fees
may be deemed to be underwriting fees. See "Use of Proceeds" and "Pro Forma
Data" for the assumptions used to arrive at these estimates. The Holding
Company has agreed to indemnify Webb against certain liabilities, including
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). See "The Conversion - Marketing Arrangements" for a more
detailed description of underwriting fees and expenses.
(3) Net Conversion proceeds may vary from the estimated amounts, depending on
the number of shares issued and the number of shares sold subject to
commissions. The actual number of shares of Common Stock to be issued in the
Conversion will not be determined until after the close of the Offering.
(4) Assumes the sale of the midpoint number of shares. If the minimum, maximum
or 15% above the maximum number of shares are sold, estimated expenses per
share would be $0.43, $0.35 or $0.32, respectively, resulting in estimated
net Conversion proceeds per share of $9.57, $9.65 or $9.68, respectively.
(5) As adjusted to give effect to the sale of up to an additional 232,875 shares
(15% above the maximum of the Estimated Valuation Range) which may be
offered in the Conversion without the resolicitation of subscribers or any
right of cancellation, to reflect changes in market and financial conditions
following the commencement of the Offering. See "Pro Forma Data," and "The
Conversion - Stock Pricing and Number of Shares to be Issued."
CHARLES WEBB & COMPANY
A Division of Keefe, Bruyette & Woods, Inc.
The date of this Prospectus is ___________, 1997
<PAGE>
(continued from prior page)
Concurrently, and subject to the prior rights of holders of Subscription
Rights, the Holding Company is offering the Common Stock for sale in a direct
community offering to members of the general public, with a first preference to
natural persons residing in Shelby, County, Ohio (the "Community Offering" and
when combined with the Subscription Offering are referred collectively as the
"Subscription and Community Offering"). The Association and the Holding Company
reserve the right, in their absolute discretion, to accept or reject, in whole
or in part, any or all orders in the Community Offering. Subscription Rights are
non-transferrable. Persons found to be selling or otherwise transferring their
right to purchase stock in the Subscription Offering or purchasing Common Stock
on behalf of another person will be subject to forfeiture of such rights and
possible further sanctions and penalties imposed by the Office of Thrift
Supervision (the "OTS"), an agency of the United States Government.
The total number of shares to be issued in the Conversion will be based
upon an appraised valuation of the estimated aggregate pro forma market value of
the Holding Company and the Association as converted. The purchase price per
share ("Purchase Price") has been fixed at $10.00. Based on the current
aggregate valuation range of $11.5 million to $15.5 million (the "Estimated
Valuation Range"), the Holding Company is offering for sale up to 1,552,500
shares. Depending upon the market and financial conditions at the time of the
completion of the Public Offering, if any, the total number of shares to be
issued in the Conversion may be increased or decreased from the 1,552,500 shares
offered hereby, provided that the product of the total number of shares
multiplied by the price per share remains within, or does not exceed by more
than 15% the maximum of the Estimated Valuation Range. If the aggregate Purchase
Price of the Common Stock sold in the Conversion is below $11,475,000 or above
$17,853,750, or if the Offering is extended beyond _____________, 1997,
subscribers will be permitted to modify or cancel their subscriptions and to
have their subscription funds returned promptly with interest. Under such
circumstances, if subscribers take no action, their subscription funds will be
promptly returned to them with interest. In all other circumstances,
subscriptions are irrevocable by subscribers. See "The Conversion - Offering of
Holding Company Common Stock."
With the exception of the Tax-Qualified Employee Plans and certain large
depositors, no Eligible Account Holder, Supplemental Eligible Account Holder or
Other Member may purchase in their capacity as such in the Subscription Offering
more than $100,000 of Common Stock. As part of the Community Offering, no
person, together with associates of and persons acting in concert with such
person, may purchase more than $100,000 of Common Stock. In the aggregate, no
person, together with associates of and persons acting in concert with such
person, may purchase more than $200,000 of Common Stock offered in the
Conversion based on the Estimated Valuation Range. Under certain circumstances,
the maximum purchase limitations may be increased or decreased at the sole
discretion of the Association and the Holding Company up to 9.99% of the total
number of shares of Common Stock sold in the Conversion or to one percent of
shares of Common Stock offered in the Conversion. The minimum purchase is 25
shares. See "The Conversion - Additional Purchase Restrictions."
<PAGE>
The Association and the Holding Company have engaged Webb as financial
advisor to assist in the distribution of shares of Common Stock, on a
best-efforts basis, in the Subscription and Community Offering. For such
services, Webb will receive a management fee and estimated expenses of $35,000
and a 1.5% sales commission, excluding purchases by directors, officers,
employees and their immediate family members, and the Association's employee
stock ownership for common Stock sold in the Subscription and Community
Offering. In addition, if selected dealers are utilized to assist in selling
stock in the Community Offering commissions of 5.5% of the Common stock sold by
them will be paid, and no other fees will be payable to Webb with respect to
those shares sold through selected dealers. See "The Conversion - Marketing
Arrangements" and "The Conversion - Offering of Holding Company Common Stock."
The Holding Company must receive an order form and certification form
(together referred to as the "Order Form"), together with full payment at $10.00
per share (or appropriate instructions authorizing a withdrawal from a deposit
account at the Association) for all shares for which subscription is made, at
any office of the Association, by 5:00 p.m., Sidney, Ohio time, on __________,
1997, unless the Subscription and Community Offering is extended, at the
discretion of the Board of Directors, up to an additional 45 days with the
approval of the OTS, if necessary, but without additional notice to subscribers
(the "Expiration Date"). See "The Conversion - Offering of Holding Company
Common Stock." Subscriptions paid by check, bank draft or money order will be
placed in a segregated account at the Association and will earn interest at the
Association's passbook rate from the date of receipt until completion or
termination of the Conversion. Payments authorized by withdrawal from deposit
accounts at the Association will continue to earn interest at the contractual
rate until the Conversion is completed or terminated; these funds will be
otherwise unavailable to the depositor until such time. Subscription funds will
be returned promptly with interest to each subscriber unless he or she
affirmatively indicates otherwise. Authorized withdrawals from certificate
accounts for the purchase of Common Stock will be permitted without the
imposition of early withdrawal penalties or loss of interest.
The Holding Company has received preliminary approval to have the Common
Stock listed on the Nasdaq National Stock Market under the symbol "PSFC." Prior
to this Offering there has not been a public market for the Common Stock, and
there can be no assurance that an active and liquid trading market for the
Common Stock will develop or that resales of the Common Stock can be made at or
above the Purchase Price. See "Market for Common Stock" and "The Conversion -
Stock Pricing and Number of Shares to be Issued."
2
<PAGE>
[MAP TO COME]
3
<PAGE>
PROSPECTUS SUMMARY
The following summary does not purport to be complete and is qualified
in its entirety by the detailed information and financial statements appearing
elsewhere herein.
Peoples-Sidney Financial Corporation
The Holding Company, Peoples-Sidney Financial Corporation, was formed
in 1997 by Peoples Federal under the laws of Delaware for the purpose of
becoming a savings and loan holding company which will own all of the
outstanding capital stock that Peoples Federal will issue in connection with the
Conversion. Immediately following the Conversion, the only significant assets of
the Holding Company will be the capital stock of Peoples Federal and up to
approximately 50% of the net proceeds from the Conversion, a portion of which is
expected to be used to fund the Holding Company's loan to its Employee Stock
Ownership Plan ("ESOP"). See "Use of Proceeds." Upon completion of the
Conversion, the Holding Company's business initially will consist only of the
business of Peoples Federal.
The executive office of the Holding Company is located at 101 East
Court Street, Sidney, Ohio 45365 and its telephone number at that address is
(937) 492-6129. See "Peoples-Sidney Financial Corporation"
Peoples Federal
Peoples Federal was founded in 1886 as an Ohio-chartered mutual
association and converted to a federally chartered association in 1958. Peoples
Federal serves the financial needs of families and local businesses in its
primary market area through its office located at 101 East Court Street, Sidney,
Ohio. Its deposits are insured up to applicable limits by the Federal Deposit
Insurance Corporation ("FDIC"). At October 31, 1996, Peoples Federal had total
assets of $90.0 million, deposits of $79.9 million and retained earnings of $9.2
million (or 10.2% of total assets).
Peoples Federal seeks to provide financial services to families and
local businesses residing in Shelby County, Ohio. Peoples Federal's business
involves attracting deposits from the general public and using such deposits to
originate one- to four-family permanent and construction residential mortgage
and, to a lesser extent, commercial real estate, consumer, land, multi-family
and commercial business loans in its market area, consisting primarily of Shelby
County, Ohio and to a lesser extent, contiguous counties in Ohio. The
Association also invests in investment securities consisting primarily of U.S.
government obligations and various types of short-term liquid assets. See
"Business."
The Association's basic mission is to maintain its focus as an
independent, community- oriented financial institution serving customers in its
primary market area. The Board of Directors has sought to accomplish this
mission through the adoption of a strategy designed to maintain a strong capital
position and high asset quality, manage the Association's sensitivity to
4
<PAGE>
changes in interest rates and optimize the Association's net interest margin.
This strategy has been effected by (i) emphasizing one- to four-family permanent
and construction residential mortgage lending, (ii) supplementing residential
lending with investments in commercial real estate, consumer and other loans,
(iii) emphasizing the origination of adjustable rate and short-and medium-term
(up to 15 years) loans and investments; and (iv) maintaining its core deposit
base.
Financial highlights of the Association include the following:
o Capital Position. - At October 31, 1996, the Association had
retained earnings of $9.2 million (10.2% of total assets). Peoples
Federal's regulatory capital exceeds all regulatory capital
requirements. At October 31, 1996, Peoples Federal's risk-based
capital totalled $9.5 million which was approximately $4.9 million
above the Association's capital requirement at such date. Assuming
on a pro forma basis that $15.5 million of shares, the maximum of
the Estimated Valuation Range, were sold in the Conversion and
approximately 50% of the net Conversion proceeds were contributed to
Peoples Federal by the Holding Company, as of October 31, 1996, the
Association's risk-based capital would have been $15.8 million
(26.7% of risk adjusted total assets). See "Regulation - Regulatory
Capital Requirements."
o Asset Quality. - The Association's ratio of non-performing assets to
total assets was 1.3% at October 31, 1996. While this is a
significant improvement over prior years, the Association's ratio of
such loans is higher than the peer group average of 1.2%. The
Association's non-performing assets primarily consist of one- to
four-family and commercial real estate loans. See "Business -
Delinquencies and Non-Performing Assets."
o Diversified Lending Activities. - In order to supplement its
residential lending program, the Association focuses a portion of
its lending activities on construction and commercial real estate
loans. While management believes that such loans carry a higher
level of risk than residential loans, they are generally more
interest rate sensitive and carry higher yields than residential
loans. At October 31, 1996, the Association had $9.1 million of
construction and development loans or 10.4% of total gross loans
receivable and $5.5 million of commercial real estate loans or 6.2%
of total gross loans receivable. At such date, no construction and
development loans were non-performing and $304,000 of commercial
real estate loans were non-performing.
o Interest Rate Spread. - The Association's interest rate spread, an
important component of profitability, was 2.9% and 3.0% for the four
months ended October 31, 1996 and for the year ended June 30, 1996,
respectively. Net interest income was $951,000 and $2.8 million for
the four months ended October 31,1996 and the year ended June 30,
1996, respectively.
5
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The information set forth above should be considered in light of the
factors described under the caption "Risk Factors." For additional information
regarding the implementation of the Association's business strategy, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Asset/Liability Management."
Forward-Looking Statements
In addition to the historical information contained herein, the
following discussion contains forward-looking statements that involve risks and
uncertainties. Economic circumstances, the Association's operations and actual
results could differ significantly from those discussed in the forward-looking
statements. Some of the factors that could cause or contribute to such
differences are discussed herein but also include changes in the economy and
interest rates in the nation and in the Association's market area.
The Conversion
Plan of Conversion. Under the Plan of Conversion, the Conversion is
subject to certain conditions, including the prior approval of the Plan by the
Association's members at a Special Meeting to be held on ________, 1997. After
the Conversion, the Association's current voting members (who include certain
deposit account holders and borrowers) will have no voting rights in Peoples
Federal and will have no voting rights in the Holding Company unless they become
Holding Company stockholders. Eligible Account Holders and Supplemental Eligible
Account Holders, however, will have certain liquidation rights in the
Association. See "The Con version - Effects of Conversion to Stock Form on
Depositors and Borrowers of the Association - Liquidation Rights."
The Subscription and Community Offering. The shares of Common Stock to
be issued in the Conversion are being offered at a Purchase Price of $10.00 per
share in the Subscription Offering pursuant to nontransferable Subscription
Rights in the following order of priority: (i) Eligible Account Holders (i.e.,
depositors in the Association on October 31, 1995); (ii) Tax- Qualified Employee
Plans (in this case, the Company's ESOP); provided, however, that the Tax-
Qualified Employee Plans shall have first priority Subscription Rights to the
extent that the total number of shares of Common Stock sold in the Conversion
exceeds the maximum of the Estimated Valuation Range; (iii) Supplemental
Eligible Account Holders (i.e., depositors in the Association on December 31,
1996); (iv) Other Members (i.e., depositors of the Association as of __________,
1997); and (v) employees, officers and directors of the Association.
Subscription Rights received in any of the foregoing categories will be
subordinated to the Subscription Rights received by those in a prior category.
Subscription Rights will expire if not exercised by 5:00 p.m., Sidney, Ohio
time, on ________, 1997, unless extended (the "Expiration Date").
Concurrently, and subject to the prior rights of holders of
Subscription Rights, any shares of Common Stock not subscribed for in the
Subscription Offering are being offered at the same price in the Community
Offering to members of the general public, with a preference given to natural
persons residing in Shelby County, Ohio. The Association and the Holding Company
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have engaged Webb as financial advisor and to assist in the distribution of
shares of Common stock. Depending on market conditions and subject to the prior
rights of holders of Subscription Rights, the Common Stock may be offered for
sale to the general public on a best efforts basis in the Community Offering
through a selected dealers arrangement to be coordinated by Webb.
The Association has established a Stock Information Center, which will
be managed by Webb, to coordinate the Subscription and Community Offering,
including tabulating orders and answering questions about the Subscription and
Community Offering received by telephone. All subscribers will be instructed to
mail payment to the Stock Information Center or deliver payment directly to the
Association's office. Payment for shares of Common Stock may be made by cash (if
delivered in person), check or money order or by authorization of withdrawal
from deposit accounts maintained with the Association. Such funds will not be
available for withdrawal and will not be released until the Conversion is
completed or terminated. See "The Conversion - Method of Payment for
Subscriptions."
Purchase Limitations. The Plan of Conversion places limitations on the
number of shares which may be purchased in the Conversion by various categories
of persons. With the exception of the Tax-Qualified Employee Plans and certain
large depositors, no Eligible Account Holder, Supplemental Eligible Account
Holder or Other Member may purchase in their capacity as such in the
Subscription Offering more than $100,000 of Common Stock offered in the
Conversion. As part of the Community Offering, no person, together with
associates of and persons acting in concert with such person, may purchase more
than $100,000 of Common Stock. In the aggregate, no person or group of persons
acting in concert (other than the Tax- Qualified Employee Plans) may purchase
more than $200,000 of Common Stock offered in the Conversion, except that
certain large depositors may be entitled to purchase Common Stock in excess of
these limits. These purchase limits may be increased or decreased consistent
with OTS regulations at the sole discretion of the Holding Company and the
Association. See "The Con version - Offering of Holding Company Common Stock."
Prospectus Delivery and Procedure for Purchasing Shares. To ensure that
each purchaser receives a prospectus at least 48 hours prior to the Expiration
Date in accordance with Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), no prospectus will be mailed any later than
five days prior to such date or hand delivered any later than two days prior to
such date. Execution of the order form will confirm receipt or delivery in
accordance with Rule 15c2-8. Order forms will be distributed only with a
prospectus. The Association will accept for processing orders submitted on
original order forms with an executed certification. Photocopies or facsimile
copies of order forms or the form of certification will not be accepted. Payment
by cash, check, money order, bank draft or debit authorization to an existing
account at the Association must accompany the order form. No wire transfers will
be accepted. See "The Conversion - Method of Payment for Subscriptions."
In order to ensure that Eligible Account Holders, Supplemental Eligible
Account Holders and Other Members receive their stock purchase priorities,
depositors must list all accounts on the Order Form, giving all names on each
account and the account number as of the applicable record date.
7
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Restrictions on Transfer of Subscription Rights. Prior to the
completion of the Conversion, no person may transfer or enter into any agreement
or understanding to transfer the legal or beneficial ownership of the
Subscription Rights or the shares of Common Stock to be issued upon their
exercise. Each person exercising Subscription Rights will be required to certify
that a purchase of Common Stock is solely for the purchaser's own account and
that there is no agreement or understanding regarding the sale or transfer of
such shares. Persons found to be selling or otherwise transferring their right
to purchase stock in the Subscription Offering or purchasing Common Stock on
behalf of another person will be subject to forfeiture of such rights and
possible federal penalties and sanctions. See "The Conversion - Restrictions on
Transfer of Subscription Rights and Shares."
Stock Pricing. The price of the Common Stock is $10.00 per share and is
the same for all purchasers. The aggregate pro forma market value of the Holding
Company and Peoples Federal, as converted, was estimated by Keller, which is
experienced in appraising converting thrift institutions, to range from $11.5
million to $15.5 million at March 4, 1997 (the "Estimated Valuation Range").
Depending on market and financial conditions at the completion of the
Subscription and Community Offering, the number of shares of Common Stock to be
issued in the Conversion may be increased or decreased significantly from the
1,552,500 shares offered hereby and the price per share may be decreased.
However, subscribers will be permitted to modify or rescind their subscriptions
if the product of the number of shares to be issued multiplied by the price per
share is less than $11.5 million or more than $17.9 million. See "Pro Forma
Data" and "The Conversion - Stock Pricing and Number of Shares to be Issued" for
a description of the manner in which such valuation was made and the limitations
on its use.
The appraisal by Keller is not intended to be, and must not be
interpreted as, a recommendation of any kind as to the advisability of voting to
approve the Conversion or of purchasing shares of Common Stock. The appraisal
considers Peoples Federal and the Holding Company only as going concerns and
should not be considered as any indication of the liquidation value of Peoples
Federal or the Holding Company. Moreover, the appraisal is necessarily based on
many factors which change from time to time. There can be no assurance that
persons who purchase shares in the Conversion will be able to sell such shares
at prices at or above the Purchase Price.
Purchases by Directors and Officers
The directors and officers of Peoples Federal intend to purchase, in
the Subscription Offering for investment purposes and at the same price as the
shares are sold to other investors in the Conversion, approximately $1,745,000
of Common Stock or 14.0% of the shares to be issued in the Conversion at the
midpoint of the Estimated Valuation Range (exclusive of an aggregate of 8% of
the shares to be issued in the Conversion which are anticipated to be purchased
by the ESOP). See "The Conversion - Participation by the Board."
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Potential Benefits of Conversion to Directors and Executive Officers
Employee Stock Ownership Plan. The Board of Directors of the Association
has adopted an ESOP, a tax-qualified employee benefit plan for officers and
employees of the Holding Company and the Association. All employees of the
Association are eligible to participate in the ESOP after they attain age 21 and
complete one year of service. The Association's contribution to the ESOP is
allocated among participants on the basis of their relative compensation. Each
participant's account will be credited with cash and shares of Holding Company
Common Stock based upon compensation earned during the year with respect to
which the contribution is made. The ESOP intends to buy up to 8% of the Common
Stock issued in the Conversion (approximately $918,000 to $1,242,000 of the
Common Stock based on the issuance of the minimum and the maximum of the
Estimated Valuation Range and the $10.00 per share Purchase Price). The ESOP
will purchase the shares with funds borrowed from the Holding Company, and it is
anticipated that the ESOP will repay the loans through periodic tax-deductible
contributions from the Association over a ten-year period. These contributions
will increase the compensation expense of the Association. See "Management -
Benefit Plans - Employee Stock Ownership Plan" for a description of this plan.
Employment Agreements. The Association intends to enter into employment
agreements with Douglas Stewart, President and Chief Executive Officer; David R.
Fogt, Vice President of Operations and Financial Services; Gary N. Fullenkamp,
Vice President of Mortgage Loans and Corporate Secretary; Debra A. Geuy,
Treasurer; and Steven Goins, Assistant Vice President of Financial Services. It
is anticipated that such agreements will provide for a salary equal to each
employee's current salary, will have an initial term of three years for Mr.
Stewart and one year for each of the other officers, subject to an annual
extension for an additional year following the Association's annual performance
review, and will become effective upon the completion of the Conversion. Under
certain circumstances including a change in control, as defined in the
employment agreements, such employees would be entitled to a severance payment
in lieu of salary equal to a percentage of his base amount of compensation, as
defined. See "Management of the Association - Executive Compensation."
Other Stock Benefit Plans. In addition to the ESOP and the employment
agreements, in the future the Holding Company may consider the implementation of
a stock option plan and recognition and retention plan ("RRP") for the benefit
of selected directors, officers and employees of the Holding Company and the
Association. Any such stock option plan or RRP will not be implemented within
one year of the date of the consummation of the Stock Conversion. If a
determination is made to implement a stock option plan or RRP, it is anticipated
that any such plans will be submitted to stockholders for their consideration at
which time stockholders would be provided with detailed information regarding
such plan. If such plans are approved, they will have a dilutive effect on the
Holding Company's stockholders as well as effect the Holding Company's net
income and stockholders' equity, although the actual effects cannot be
determined until such plans are implemented.
9
<PAGE>
Use of Proceeds
The net proceeds from the sale of Common Stock in the Conversion (estimated
at $11.0 million, $15.0 million, and $17.3 million based on the minimum,
midpoint, maximum and 15% above the maximum respectively, number of shares) will
substantially increase the capital of Peoples Federal. See "Pro Forma Data." The
Holding Company will utilize approximately 50% of the net proceeds from the
issuance of the Common Stock to purchase all of the common stock of Peoples
Federal to be issued upon Conversion and will retain approximately 50% of the
net proceeds. The proceeds retained by the Holding Company will be invested
initially in short-term securities of a type similar to those invested in by the
Association. In addition, the Holding Company, subject to regulatory approval,
is expected to fund the ESOP loan. Such proceeds will also be available for
general corporate purposes, including the possible repurchase of shares of the
Common Stock, as permitted by the OTS, and the possible expansion of facilities.
The Holding Company currently has no specific plan to make any such repurchases
of any of its Common Stock. The net proceeds received by Peoples Federal will
become part of Peoples Federal's general funds for use in its business, subject
to applicable regulatory restrictions, and will be available to use for the
acquisition of deposits or assets or both from other institutions, although no
such acquisitions are being contemplated at this time. See "Use of Proceeds" for
additional information on the utilization of the offering proceeds as well as on
the OTS restrictions on repurchases of the Holding Company's stock.
Dividends
The Holding Company's Board of Directors may consider the payment of
dividends on its Common Stock. The declaration and payment of dividends are
subject to, among other things, the Holding Company's financial condition and
results of operations, Peoples Federal's compliance with its regulatory capital
requirements, tax considerations, industry standards, economic conditions,
regulatory restrictions, general business practices and other factors. See
"Dividends."
Market for Common Stock
The Holding Company has applied to have the Common Stock quoted on the
Nasdaq National Stock Market under the symbol "PSFC." No assurance can be given,
however, that the Holding Company's stock will be quoted on the Nasdaq National
Stock Market or that an active and liquid market for the Common Stock will
develop. Further, no assurance can be given that an investor will be able to
resell the Common Stock at or above the Purchase Price after the Conversion. See
"Market for Common Stock."
Risk Factors
Special attention should be given to the following factors discussed
under "Risk Factors": non-traditional lending activities; vulnerability to
changes in interest rates; competition; geographical concentration of loans;
certain anti-takeover provisions; voting control of shares by the Board,
management, or employee plans; low return on equity; ESOP compensation
10
<PAGE>
expense; absence of prior market for common stock; proposed federal legislation;
and risk of delay.
11
<PAGE>
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
At October 31,
1996(1)
------------------------------
<S> <C>
Selected Financial Condition Data:
Total assets......................................................... $89,962
Loans receivable, net(2)............................................. 83,721
Investment securities (held to maturity)............................. 2,099
Federal Home Loan Bank ("FHLB") stock................................ 679
Time deposits with other financial institutions...................... 100
Deposits............................................................. 79,879
Retained earnings - substantially restricted......................... 9,188
</TABLE>
<TABLE>
<CAPTION>
Four Months Ended
October 31,
------------------------------
1996(1) 1995(1)
------------------------------
<S> <C> <C>
Selected Operations Data:
Total interest income................................................ $2,263 $2,123
Total interest expense............................................... 1,312 1,181
------- ------
Net interest income............................................... 951 942
Provision for loan losses............................................ 20 8
-------- --------
Net interest income after provision for loan losses.................. 931 934
Service fees and other charges....................................... 21 16
Other noninterest income(3).......................................... --- ---
---------- ---------
Total noninterest income............................................. 21 16
Total noninterest expense(3)......................................... 989 489
-------- --------
Income (loss) before income taxes and accounting change.............. (37) 461
Provision for income taxes........................................... (12) 157
Cumulative effect of change in accounting for income taxes........... --- ---
--------- ---------
Net income (loss)................................................ $ (25) $ 304
======== ========
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
June 30,
------------------------------------------------------------
1996 1995 1994 1993 1992
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Selected Financial Condition Data: (In Thousands)
Total assets........................................... $86,882 $78,976 $76,134 $72,276 $72,885
Loans receivable, net(2)............................... 78,233 71,933 66,610 62,867 57,848
Investment securities (held to maturity)............... 2,598 3,098 3,596 4,434 4,101
Federal Home Loan Bank ("FHLB") stock.................. 667 622 572 545 535
Time deposits with other financial institutions........ 1,100 --- --- --- ---
Deposits............................................... 77,318 70,306 68,367 65,168 66,540
Retained earnings - substantially restricted........... 9,213 8,361 7,526 6,940 6,165
</TABLE>
<TABLE>
<CAPTION>
Year Ended June 30,
-------------------------------------------------------------
1996 1995 1994 1993 1992
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Selected Operations Data: (In Thousands)
Total interest income....................................... $6,513 $5,725 $5,071 $5,357 $6,106
Total interest expense...................................... 3,706 2,968 2,637 2,898 4,081
------- ------- ------- ------- -------
Net interest income...................................... 2,807 2,757 2,434 2,459 2,025
Provision for loan losses................................... 68 55 83 41 53
-------- -------- -------- -------- --------
Net interest income after provision for loan losses......... 2,739 2,702 2,351 2,418 1,972
Service fees and other charges.............................. 57 60 65 91 90
Other noninterest income(3)................................. --- --- --- 95 71
--------- --------- --------- -------- --------
Total noninterest income.................................... 57 60 65 186 161
Total noninterest expense(3)................................ 1,504 1,495 1,427 1,394 1,704
------- ------- ------- ------- -------
Income (loss) before income taxes and accounting change..... 1,292 1,267 989 1,210 429
Provision for income taxes.................................. 440 432 334 435 284
Cumulative effect of change in accounting for income taxes.. --- --- (69) --- ---
--------- --------- -------- --------- ---------
Net income (loss)....................................... $ 852 $ 835 $ 586 $ 775 $ 145
======= ======= ======= ======= =======
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
At or For the Four
Months Ended
October 31,
Selected Financial Ratios and Other Data(4): 1996(1) 1995(1)
- ------------------------------------------- ------------ -----------
<S> <C> <C>
Performance Ratios:
Return on assets (ratio of net income to average total assets)..................... (0.09)% 1.12%
Return on retained earnings (ratio of net income to average equity)................ (0.80) 10.72
Interest rate spread information(5):
Average during period............................................................. 2.90 3.13
End of period..................................................................... 2.66 2.77
Net interest margin(6)............................................................. 3.32 3.55
Ratio of operating expense to average total assets................................. 3.37 1.80
Ratio of average interest-earning assets to average interest-bearing liabilities... 1.09x 1.10x
Quality Ratios:
Non-performing assets to total assets at end of period(7).......................... 1.28% 1.36%
Allowance for loan losses to non-performing loans.................................. 28.27 22.50
Allowance for loan losses to gross loans receivable(8)............................. 0.37 0.35
Capital Ratios:
Retained earnings to total assets at end of period................................. 10.21 10.27
Average retained earnings to average assets........................................ 10.49 10.45
Other Data:
Number of full-service offices..................................................... 1 1
</TABLE>
<TABLE>
<CAPTION>
At or For
Year Ended June 30,
Selected Financial Ratios and Other Data(4): 1996 1995 1994 1993 1992
- ------------------------------------------- -------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Performance Ratios:
Return on assets (ratio of net income to average total assets).......... 1.01% 1.07% 0.79% 1.07% 0.20%
Return on retained earnings (ratio of net income to average equity)..... 9.70 10.55 8.10 11.84 2.60
Interest rate spread information(5):
Average during period.................................................. 2.97 3.30 3.05 3.19 2.50
End of period.......................................................... 2.74 3.08 2.99 3.12 2.40
Net interest margin(6).................................................. 3.41 3.66 3.35 3.49 2.88
Ratio of operating expense to average total assets...................... 1.78 1.93 1.91 1.92 2.37
Ratio of average interest-earning assets to average interest-bearing
liabilities............................................................ 1.10x 1.09x 1.08x 1.07x 1.07x
Quality Ratios:
Non-performing assets to total assets at end of period(7)............... 1.41% 1.80% 2.10% 3.26% 3.09%
Allowance for loan losses to non-performing loans....................... 25.14 17.70 12.98 5.79 4.18
Allowance for loan losses to gross loans receivable(8).................. 0.37 0.33 0.29 0.19 0.16
Capital Ratios:
Retained earnings to total assets at end of period...................... 10.60 10.59 9.88 9.60 8.46
Average retained earnings to average assets............................. 10.43 10.24 9.70 9.03 7.74
Other Data:
Number of full-service offices.......................................... 1 1 1 1 1
</TABLE>
<PAGE>
- ---------------------------
(1) Financial information at October 31, 1996 and for the four month periods
ended October 31, 1996 and 1995 is derived from unaudited financial data,
but in the opinion of management, reflects all adjustments (consisting only
of normal recurring adjustments) which are necessary to present fairly the
results for such interim periods. Ratio data for the four month periods
ended October 31, 1996 and 1995 are annualized. Interim results at and for
the four months ended October 31, 1996 are not necessarily indicative of the
results that may be expected for the year ending June 30, 1997.
(2) Loans receivable are shown net of loans in process, net deferred loan
origination fees and the allowance for loan losses.
(3) During 1992, the Association lost an appeal with the Internal Revenue
Service regarding adjustments to its federal income taxes for calendar years
1973 through 1980. Net federal income taxes, interest expense and interest
income associated with these adjustments amounted to $117,000, $383,000 and
$71,000, respectively, and have been included in the Statement of Income for
the year ending June 30, 1992. The Association overestimated the interest
associated with the Internal Revenue Service federal income tax adjustments
for the years noted. As a result, the Association received a refund of
interest of $95,000 which was included in noninterest income for the year
ended June 30, 1993. During the four months ended October 31, 1996, the
Association accrued $456,000 as a result of a special SAIF deposit insurance
assessment.
(4) Quality Ratios are end of period ratios. With the exception of end of period
ratios, all ratios are based on average monthly balances during the
indicated periods and are annualized where appropriate.
(5) The average interest rate spread represents the difference between the
weighted average yield on interest-earning assets and the weighted averaged
cost of interest-bearing liabilities.
(6) The net interest margin represents net interest income as a percent of
average interest-earning assets.
(7) Non-performing assets consist of non-performing loans and foreclosed assets.
Non-performing loans consist of all accruing loans 90 days or more past due
and all non-accrual loans.
(8) Gross loans receivable are stated at unpaid principal balances.
13
<PAGE>
RECENT FINANCIAL DEVELOPMENTS
The following tables set forth certain selected financial data for
Peoples Federal Savings and Loan Association as of December 31, 1996 and June
30, 1996, and for the six months ended December 31, 1996 and 1995. Information
at December 31, 1996, and for the six month periods ended December 31, 1996 and
1995 is derived from unaudited financial data, but in the opinion of management,
reflects all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the results for such interim periods. Interim
results at and for the six months ended December 31, 1996 are not necessarily
indicative of the results that may be expected for the year ended June 30, 1997.
Ratio data for the six month periods ended December 31, 1996 and 1995 is
annualized.
At At
December 31, June 30,
1996 1996
------------ --------
(Dollars in Thousands)
Selected Financial Condition Data:
- ----------------------------------
Total Assets....................................... $92,296 $86,882
Loan receivable, net(1)............................ 85,226 78,233
Investment securities (held to maturity)........... 2,099 2,598
Federal Home Loan Bank stock....................... 691 667
Time deposits with other financial institutions.... --- 1,100
Deposits........................................... 81,230 77,318
Federal Home Loan Bank advances.................... 1,500 ---
Retained earnings - substantially restricted....... 9,307 9,213
Six Months Ended
----------------
December 31, December 31,
1996 1995
------------ ------------
(Dollars in Thousands)
Selected Operations Data:
- -------------------------
Total interest income.............................. $ 3,442 $ 3,215
Total interest expense............................. (1,998) (1,813)
------- -------
Net interest income............................. 1,444 1,402
Provision for loan losses.......................... (42) (36)
------- -------
Net interest income after provision for laon losses 1,402 1,366
Total noninterest income........................... 30 27
Total noninterst expense(2)........................ (1,290) (749)
------- -------
Income before income taxes......................... 142 644
Provision for income taxes......................... (48) (219)
------- -------
Net income.................................. $ 94 $ 425
======= ======
14
<PAGE>
At or For the
Six Months Ended
----------------
December 31, December 31,
1996 1996
------------ ------------
Selected Financial Ratios and Other Data(3):
- --------------------------------------------
Performance Ratios:
Return on average assets........................ .21% 1.03%
Return on average equity........................ 2.03 9.90
Interest rate spread information(4):
Average during the period..................... 2.88 3.05
End of period................................. 2.66 2.78
Net interest margin(5).......................... 3.32 3.48
Ratio of operating expense to average
total assets................................ 2.90 1.81
Ratio of average interest-earning assets to
average interest-bearing liabilities........ 1.10x 1.09x
Quality Ratios:
Non-performing assets to total assets at end
of period(6).................................. 1.11% 1.50%
Allowances for loan losses to non-performing
loans......................................... 33.30 21.93
Allowance for loan losses to gross loans
receivable(7)................................. .38 .36
Capital Ratios:
Retained earnings to total assets at end
of period..................................... 10.08% 10.28%
Average retained earnings to average assets..... 10.38 10.38
Tangible capital................................ 10.08 10.27
Core capital.................................... 10.08 10.27
Risk-based capital.............................. 15.70 16.77
- -----------
(1) Loans receivable are shown net of loans in process, net deferred loan
origination fees and the allowance for loan losses.
(2) During the six months ended December 31, 1996, the Association paid
$456,000 as a result of a special SAIF deposit insurance assessment.
(3) Quality Ratios are end of period ratios. With the exception of end of
period ratios, all ratios are based on average monthly balances during the
indicated periods and are annualized where appropriate.
(4) The average interest rate spread represents the difference between the
weighted average yield on interest-earning assets and the weighted average
cost of interest-bearing liabilities.
(5) The net interest margin represents net interest income as a percentage of
average interest-earning assets.
(6) Non-performing assets consist of non-performing loans and foreclosed assets.
Non-performing loans consist of all accruing loans 90 days or more past due
and all non-accrual loans.
(7) Gross loans receivable are stated at unpaid principal balances.
15
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RECENT FINANCIAL DEVELOPMENTS
Comparison of Financial Condition at December 31, 1996 and June 30, 1996.
Total assets at December 31, 1996 were $92.3 million compared to $86.9
million at June 30, 1996, an increase of $5.4 million. The primary factor in
this increase was a $7.0 million increase in loans receivable offset by a
$499,000 decrease in investment securities and a $1.1 million decrease in time
deposits with other financial institutions. The increase in loans receivable is
reflective of a strong local economy coupled by the Association's attractive
rates and products compared to the local competition. The decrease in investment
securities and time deposits with other financial institutions was the result of
the redirection of funds provided from the maturities of time deposits and
investment securities to partially fund the loan growth.
Total deposits increased $3.9 million from $77.3 million at June 30,
1996 to $81.2 million at December 31, 1996 primarily due to growth in
certificates of deposit partially offset by a decrease in savings accounts.
Advances from the Federal Home Loan Bank of Cincinnati totaled $1.5
million at December 31, 1996. The borrowings are used as a source of short-term
liquidity to provide funding for loan demand.
Comparison of Results of Operation for the Six Months Ended December 31, 1996
and 1995.
Net income. Net income for the six months ended December 31,1996
totaled $94,000, compared to $425,000 for the six months ended December 31,
1995. The decrease in net income was primarily the result of a special SAIF
deposit insurance assessment of $456,000, as more fully discussed below.
Net Interest Income. Net interest income totaled $1,444,000 for the six
months ended December 31, 1996, as compared to $1,402,000 for the six months
ended December 31, 1995 an increase of $42,000, or 3.00%. This occured despite
the average net interest margin decreasing from 3.48% for the six months ended
December 31, 1995 to 3.32% for the six months ended December 31, 1996. The
effect of this decrease was more than offset by the increase in the average
balance of interest-earning assets compared to the increase in the average
balance of interest-bearing liabilities.
The decline in the average net interest margin was the result of a
slight decrease in the average yield on interest earning assets combined with an
increase in the cost of funds. The increase in the cost of funds occurred due to
a larger portion of the deposit base being in higher yielding certificates of
deposit and an increased level of borrowed funds. The average yield on
interest-earning assets declined from 7.98% for the six months ended December
31, 1995 to 7.92% for the six months ended December 31, 1996, while the average
cost of funds increased from 4.93% to 5.04% for the same periods.
16
<PAGE>
Provision for loan losses. The Association's provision for loan losses
for the six months ended December 31, 1996 was $42,000 compared to $36,000 for
the six months ended December 31, 1995. The amount of the provision for loan
losses is based upon management's periodic analysis of the adequacy of the
allowance for loan losses. The allowance for loan losses totaled $340,000, or
.38% of gross loans receivable and 33.30% of total non-performing loans at
December 31, 1996, compared to $279,000, or .36% of gross loans receivable and
21.93% of total non-performing loans at December 31, 1995. The increase in the
provision for loan losses reflected the increase in the total loan portfolio for
the six months ended December 31, 1996 as compared to the six months ended
December 31, 1995.
Noninterest Income. Noninterest income for the six months ended
December 31, 1996 was $30,000 compared to $27,000 for the six months ended
December 31, 1995, an increase of $3,000, or 11.1%. The increase was primarily a
result of an increase in service fees collected on deposit accounts and other
miscellaneous fees.
Noninterest Expense. Noninterest expense was $1.3 million for the six
months ended December 31, 1996 compared to $749,000 for the six months ended
December 31, 1995, an increase of $541,000, or 72.23%. The increase was
primarily a result of $456, 000 paid for a special deposit insurance assessment
resulting from legislation passed and enacted into law on September 30, 1996 to
recapitalize the SAIF of the FDIC. The SAIF was below the level required by law
because a significant portion of the assessments paid in the SAIF by thrifts,
like the Association, were used to pay the cost of prior thrift failures. The
legislation called for a one-time assessment estimated at $.0657 for each $100
indeposits held as of March 31, 1995. As a result of the recapitalization of the
SAIF, the current disparity between Association and the thrift insurance
premiums will be reduced. Thrifts had been paying assessments of $.23 per $100
of deposits, which, for most thrifts, will be reduced to $.064 per $100 in
deposits in January 1997 and to $.024 per $100 in deposits no later than January
2000.
For the six months ended December 31, 1996 as compared to the same
period during 1995, there were no other significant changes in the various other
noninterest expense categories.
Income Tax Expense. The volatility of income tax expense is primarily
attributable to the change in the net income before income taxes. The provision
for income taxes totaled $48,000 for the six months ended December 31, 1996
compared to $219,000 for the six months ended December 31, 1995, a decrease of
$171,000, or 78.08%. The decrease was largely due to the tax benefit of $155,000
related to the special assessment discussed above. The effective tax rates were
33.8% and 34.0% for the six months ended December 31, 1996 and 1995,
respectively.
17
<PAGE>
RISK FACTORS
The following factors, in addition to those discussed elsewhere in this
Prospectus, should be considered by investors before deciding whether to
purchase the Common Stock offered in the Subscription and Community Offering.
Non-Traditional Lending Activities
As a part of its effort to provide more comprehensive financial
services to families and community businesses in its primary market area, obtain
higher yields on its lending portfolio and reduce its vulnerability to changes
in interest rates, the Association has, during the last five years, offered loan
products other than traditional one- to four-family residential loans. Included
among these diversified loans are construction, commercial real estate,
consumer, land, multi-family, and commercial business loans. While such loans
are generally more interest rate sensitive and carry higher yields than do
residential loans, they are generally believed to carry a higher level of credit
risk than do residential loans. In addition, diversified loans are generally
more expensive to administer than are residential loans. At October 31, 1996,
the Association's allowance for loan losses was 28.3% of its non-performing
loans, and the Association had $1.2 million of non-performing assets
(representing 1.3% of total assets). While the Association has not experienced
any significant losses in its non-traditional lending activities, the
Association has considered these types of loans in its valuation of its
allowance for loan losses. There can be no assurance that the Association will
not be required to make additional provisions for loan losses in the future that
may have a material adverse impact on operations. See "Business - Lending
Activities" and "-Delinquencies and Non-Performing Assets."
Vulnerability to Changes in Interest Rates
The Association's profitability, like that of many financial
institutions, is dependent to a large extent upon its net interest income, which
is the difference between its interest income on interest-earning assets, such
as loans and investments, and its interest expense on interest-bearing
liabilities, such as deposits. When interest-bearing liabilities mature or
reprice more quickly than interest-earning assets in a given period, a
significant increase in market rates of interest could adversely affect net
interest income. Similarly, when interest-earning assets mature or reprice more
quickly than interest-bearing liabilities, falling interest rates could result
in a decrease in net interest income. At October 31, 1996, fixed-rate loans
totalled $23.2 million or 26.4% of the Association's loan portfolio while
adjustable-rate loans totalled $64.8 million or 73.6% of the Association's loan
portfolio. Notwithstanding the relatively small size of the Association's fixed
rate loan portfolio, the Association would still likely experience a decrease in
net income in the event of an increase in general interest rates. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Asset and Liability Management."
Competition
The Association experiences strong competition in its local market area
in both originating loans and attracting deposits. This competition arises from
a highly competitive
18
<PAGE>
market area with numerous savings institutions and commercial banks, as well as
credit unions, mortgage bankers and national and local securities firms. The
Association recognizes its need to monitor competition and modify its products
and services as necessary and possible, taking into consideration the cost
impact. As a result, such competition may limit Peoples Federal's growth and
profitability in the future. See "Business - Competition" and "- Originations,
Purchases and Sales of Loans."
Geographical Concentration of Loans
At October 31, 1996, substantially all of the Association's real estate
mortgage loans were secured by properties located in the Association's market
area of Shelby County and its contiguous counties in Ohio. While the Association
currently believes that its loans are adequately secured or reserved for, in the
event that real estate prices in the Association's market area substantially
weaken or economic conditions in its market area deteriorate, reducing the value
of properties securing the Association's loans, some borrowers may default and
the value of the real estate collateral may be insufficient to fully secure the
loan. In either event, the Association may experience increased levels of
delinquencies and related losses having an adverse impact on net income.
Certain Anti-Takeover Provisions
Certain provisions of the Holding Company's certificate of
incorporation and bylaws, including a provision limiting voting rights of
beneficial owners of more than 10% of the Common Stock, and Peoples Federal's
stock charter and bylaws as well as certain Delaware laws and regulations, will
assist the Holding Company in maintaining its status as an independent publicly
owned corporation and may have certain anti-takeover effects. See "Restrictions
on Acquisition of Stock and Related Takeover Defensive Provisions."
Certificate of Incorporation and Bylaws of the Holding Company. The
Holding Company's certificate of incorporation and bylaws provide for, among
other things, a limit on voting more than 10% of the Common Stock described
above, staggered terms for members of its Board of Directors, noncumulative
voting for directors, limits on the calling of special meetings of stockholders
and director nominations, a fair price or supermajority stockholder approval
requirement for certain business combinations and certain shareholder proposal
notice requirements.
Federal Stock Charter of the Association. Provisions in Peoples
Federal's federal stock charter that have an anti-takeover effect could also be
applicable to changes in control of the Holding Company as the sole shareholder
of the Association. Peoples Federal's federal stock charter will include a
provision applicable for five years which prohibits the acquisition or offer to
acquire directly or indirectly the beneficial ownership of more than 10% of
Peoples Federal's securities by any person or entity other than the Holding
Company. Any person violating this restriction may not vote Peoples Federal's
securities in excess of 10%.
These provisions in the Holding Company's and Peoples Federal's
governing instruments may discourage potential proxy contests and other takeover
attempts by making the Holding Company less attractive to a potential acquiror,
particularly those takeover attempts which have
19
<PAGE>
not been negotiated with the Board of Directors of the Holding Company and/or
Peoples Federal, as the case may be. These provisions may also have the effect
of discouraging a future takeover attempt which would not be approved by the
Holding Company's Board, but pursuant to which stockholders may receive a
substantial premium for their shares over then current market prices. As a
result, stockholders who might desire to participate in such a transaction may
not have any opportunity to do so. In addition, certain of these provisions that
limit the ability of persons (including management or others) owning more than
10% of the shares to vote their shares will be enforced by the Board of
Directors of the Holding Company or Peoples Federal, as the case may be, to
limit the voting rights of 10% or greater stockholders and thus could have the
effect in a proxy contest or other solicitation to defeat a proposal that is
desired by the holders of a majority of the shares of Common Stock.
Federal Law and Regulations. Federal law also requires OTS approval
prior to the acquisition of "control" (as defined in OTS regulations) of an
insured institution, including a holding company thereof. In the event any
person or group of persons acquires shares in violation of these limitations,
such person or group may be restricted from voting his shares in excess of 10%
of the outstanding Common Stock. Such laws and regulations may also limit a
person's ability without regulatory approval to solicit proxies enabling him to
elect one third or more of the Holding Company's Board of Directors or exert a
controlling influence on the operations of Peoples Federal or the Holding
Company.
In addition, certain of these provisions may limit the ability of
persons (including management or others) owning more than 10% of the shares to
vote their shares (by proxy or otherwise) for proposals that they believe to be
in the best interests of shareholders. See "Management of the Association -
Benefit Plans," "Description of Capital Stock" and "Restrictions on Acquisitions
of Stock and Related Takeover Defensive Provisions."
Voting Control of Shares by the Board, Management and Employee Plans
The proposed purchases by the Board of Directors, management and
employees in the Subscription and Community Offerings could render it more
difficult to obtain majority support for stockholder proposals opposed by the
Board and management. Assuming the sale of shares at the minimum, midpoint and
maximum of the Estimated Valuation Range, the proposed purchases of $1,745,000
of shares of the Common Stock by the Board and the executive officers would
represent 15.2%, 12.9% and 11.2%, respectively, of the shares to be outstanding
upon completion of the Stock Conversion. In addition, the ESOP intends to
purchase 8% of the shares of Common Stock sold in the Subscription and Community
Offerings. (Prior to allocation, shares held by the ESOP will be voted by the
independent trustee in its sole discretion.) See "Management - Benefit Plans,"
"Description of Capital Stock" and "Takeover Defensive Provisions."
Low Return on Equity
As a result of the Association's high capital levels and the additional
capital that will be raised in the Conversion, its ability to leverage quickly
the net proceeds from the Conversion is likely to be limited. Accordingly, for
the near term, return on equity is likely to be low.
20
<PAGE>
ESOP Compensation Expense
In November, 1993, the American Institute of Certified Public
Accountants ("AICPA") issued Statement of Position 93-6 "Employers' Accounting
for Employee Stock Ownership Plans" ("SOP 93-6"). SOP 93-6 requires an employer
to record compensation expense in an amount equal to the fair value of shares
committed to be released to employees from an employee stock ownership plan.
Assuming shares of Common Stock appreciate in value over time, the adoption of
SOP 93-6 will increase compensation expense relating to the ESOP to be
established in connection with the Conversion. It is impossible to determine at
this time the extent of such impact on future net income.
Absence of Prior Market for Common Stock
Peoples Federal, as a mutual thrift institution, and the Holding
Company, as a newly organized company, have never issued capital stock.
Consequently, there is not at this time an existing market for the Common Stock.
The Holding Company has applied to have the Common Stock quoted on the Nasdaq
National Stock Market under the symbol "PSFC" upon completion of the Conversion
and expects to receive approval to be so quoted prior to the completion of the
Conversion.
There can be no assurance that an active and liquid market for the
Common Stock will develop or be maintained, or that resales of the Common Stock
can be made at or above the conversion offering price after the completion of
the Conversion. See "Market for Common Stock."
A public trading market having the desirable characteristics of depth,
liquidity and orderliness depends upon the presence in the marketplace of both
willing buyers and sellers of the Common Stock at any given time. Accordingly,
there can be no assurance that an active and liquid market for the Common Stock
will develop or be maintained or that resales of the Common Stock can be made at
or above the Purchase Price. See "Market for Common Stock" and "The Conversion -
Stock Pricing and Number of Shares to be Issued."
Proposed Federal Legislation
The United States Congress is considering legislation that would
require all federal thrift institutions, such as Peoples Federal, to either
convert to a national bank or a state chartered financial institution by a
specified date to be determined. In addition, under the legislation the Holding
Company would likely not be regulated as a thrift holding company, but rather as
a bank holding company. The OTS would also be abolished and its functions
transferred among the other federal banking regulators. Certain aspects of the
legislation remain to be resolved and therefore no assurance can be given as to
whether or in what form the legislation will be enacted or its effect on the
Holding Company and the Association.
Risk of Delay
The Subscription and Community Offering will expire at 5:00 p.m.,
Sidney, Ohio time on ______ ___, 1997 unless extended by the Association and the
Holding Company. However,
21
<PAGE>
unless waived by the Holding Company or the Association, all orders will be
irrevocable unless the Conversion is not completed by ______ __, 1997. In the
event the Conversion is not completed by ______ __, 1997, subscribers will have
the right to modify or rescind their subscriptions and to have their
subscription funds returned with interest.
USE OF PROCEEDS
Although the actual net proceeds from the sale of the Common Stock
cannot be determined until the Conversion is completed, it is presently
anticipated that such net proceeds will be between $11.0 million and $15.0
million (or up to $17.3 million in the event of an increase in the aggregate pro
forma market value of the Common Stock of up to 15% above the maximum of the
Estimated Valuation Range. See "Pro Forma Data" and "The Conversion Stock
Pricing and Number of Shares to be Issued" as to the assumptions used to arrive
at such amounts.
The net proceeds from the sale of the Common Stock in the Conversion
will substantially increase the capital of Peoples Federal and will be used for
general corporate purposes including its lending and investment activities and
possible expansion of its facilities. For information on the amount of pro forma
net proceeds assuming the sale of various amounts of Common Stock, see "Pro
Forma Data."
While the new capital resulting from the Conversion could increase the
Association's return on assets (as a result of the earnings on the new capital),
it will probably result in a decline in return on equity because it is unlikely
that the Association will quickly be able to (i) invest the new capital in
assets with rates equal to the average rates earned on the Association's
seasoned asset portfolio and (ii) leverage the new capital by increasing
liabilities to fund asset growth.
In exchange for all of the common stock of Peoples Federal issued upon
conversion, the Holding Company will contribute to Peoples Federal approximately
50% of the net proceeds from the sale of the Holding Company's Common Stock and
the Holding Company will retain the remaining 50% of the net proceeds. On an
interim basis, the proceeds will be invested by the Holding Company and Peoples
Federal in short-term investments or to repay borrowings. Such short-term
investments are generally anticipated to be similar to those currently contained
in the Association's portfolio. The specific types and amounts of short-term
assets will be determined based on market conditions at the time of the
completion of the Conversion. In addition, the Holding Company, subject to
regulatory approval, is expected to provide the funding for the ESOP loan. See
"Business - Lending Activities" and " - Investment Activities" and "Management
of the Association - Benefit Plans - Employee Stock Ownership Plan."
In the future the Holding Company may consider the adoption of a
restricted stock plan (i.e., the RRP), at the earliest, one-year following the
Conversion and subject to stockholder ratification. If such a plan is
implemented, the Holding Company may use a portion of the net proceeds to fund
the purchase by the plan of the Holding Company's Common Stock.
22
<PAGE>
After the completion of the Conversion, it is anticipated that the
Association will reinvest the proceeds of the interim short-term investments in
loans and, to a lesser extent, investment securities. Proceeds reinvested in
loans are anticipated to be allocated among the Association's loan programs in
proportions similar to recent lending volumes, provided suitable opportunities
are available to the Association. Investment securities are anticipated to be
similar to those in the Association's current portfolio. However, the
reinvestment of the proceeds will be based on future market conditions and
investment opportunities. The timing and amount of such investments cannot now
be determined nor can the Association identify the specific assets in which
investments will be made.
The proceeds may also be utilized by the Holding Company to repurchase
(at prices which may be above or below the initial offering price) shares of the
Common Stock through an open market repurchase program available to all
stockholders subject to limitations contained in OTS regulations, although the
Holding Company currently has no specific plan to repurchase any of its stock.
In the future, the Board of Directors of the Holding Company will make decisions
on the repurchase of the Common Stock based on its view of the appropriateness
of the price of the Common Stock as well as the Holding Company's and the
Association's investment opportunities and capital needs. Under current OTS
regulations, no repurchases may be made within the first year following
Conversion except with OTS approval under "exceptional circumstances." During
the second and third years following Conversion, OTS regulations permit, subject
to certain limitations, the repurchase of up to 5% of the outstanding shares of
stock during each twelve-month period with a greater amount permitted with OTS
approval. In general, the OTS regulations do not restrict repurchases thereafter
other than indirectly by virtue of limits on the Association's ability to pay
dividends to the Holding Company which may be necessary to fund the repurchase.
For a description of the restrictions on the Association's ability to provide
the Holding Company with funds through dividends or other distributions, see
"Dividends" and "The Conversion -Restrictions on Repurchase of Stock."
The Holding Company or Peoples Federal may consider expansion through
the acquisition of other financial services providers (or branches, deposits or
assets thereof), although there are no specific plans, negotiations or written
or oral agreements regarding any acquisitions at this time. In general, the
Board will evaluate acquisition and diversification opportunities, if any, by
whether they would enhance the Holding Company's and the Association's ability
to fulfill their financial goals. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations." The Holding Company may use
remaining net proceeds to engage in activities not permissible for the
Association. See "Regulation - Holding Company Regulation."
DIVIDENDS
The Holding Company's Board of Directors may consider a policy of
paying cash dividends on the Common Stock in the future. The declaration and
payment of dividends are subject to, among other things, the Holding Company's
financial condition and results of operations, the Association's regulatory
capital requirements, tax considerations, industry
23
<PAGE>
standards, economic conditions, regulatory restrictions, general business
practices and other factors.
It is not presently anticipated that the Holding Company will conduct
significant operations independent of those of Peoples Federal for some time
following Conversion. Therefore, the Holding Company does not expect to have any
significant source of income other than earnings on the net Conversion proceeds
retained by the Holding Company (which proceeds are currently estimated to range
from $11.0 million to $15.0 million based on the minimum and the maximum of the
Estimated Valuation Range, respectively) and dividends from Peoples Federal, if
any. Consequently, the ability of the Holding Company to pay cash dividends to
its stockholders will be dependent upon such retained proceeds and earnings
thereon, and upon the ability of Peoples Federal to pay dividends to the Holding
Company. See "Description of Capital Stock - Holding Company Capital Stock -
Dividends." Peoples Federal, like all savings associations regulated by the OTS,
is subject to certain restrictions on the payment of dividends based on its net
income, its capital in excess of the regulatory capital requirements and the
amount of regulatory capital required for the liquidation account to be
established in connection with the Conversion. At October 31, 1996, the
Association had available $2.4 million (without giving effect to any proceeds
received upon Conversion or the requirement to maintain a liquidation account
upon Conversion for the benefit of depositors) which could be distributed
pursuant to OTS regulations. See "The Conversion - Effects of Conversion to
Stock Form on Depositors and Borrowers of the Association - Liquidation Rights
in Proposed Converted Institution" and "Regulation - Regulatory Capital
Requirements" and "- Limitations on Dividends and Other Capital Distributions."
Earnings allocated to Peoples Federal's "excess" bad debt reserves and deducted
for federal income tax purposes cannot be used by Peoples Federal to pay cash
dividends to the Holding Company without adverse tax consequences. See
"Regulation - Federal and State Taxation."
MARKET FOR COMMON STOCK
Peoples Federal, as a mutual thrift institution, and the Holding
Company, as a newly organized company, have never issued capital stock.
Consequently, there is not at this time an existing market for the Common Stock.
The Holding Company has applied to have the Common Stock quoted on the Nasdaq
National Stock Market under the symbol "PSFC" upon completion of the Conversion.
In order to be quoted in the Nasdaq National Stock Market, there must be at
least three market makers for the Common Stock. Keefe, Bruyette & Woods, Inc.
has agreed to act as a market maker in the Holding Company's Common Stock. The
Holding Company anticipates that it will be able to secure two other market
makers to enable the stock to be quoted on the Nasdaq National Stock Market.
However, a public trading market having the desirable characteristics of depth,
liquidity and orderliness depends upon the presence in the marketplace of both
willing buyers and sellers of the Common Stock at any given time. Accordingly,
there can be no assurance that an active and liquid market for the Common Stock
will develop or be maintained or that resales of the Common Stock can be made at
or above the Purchase Price. See also, "The Conversion - Stock Pricing and
Number of Shares to be Issued."
24
<PAGE>
PRO FORMA DATA
The following table sets forth the historical net income and retained
earnings of Peoples Federal at and for the year ended June 30, 1996 and at and
for the four months ended October 31, 1996 and, after giving effect to the
Conversion, the pro forma consolidated net income, capital stock and
stockholders' equity of the Holding Company at and for the year ended June 30,
1996 and at and for the four months ended October 31, 1996. The pro forma data
is computed on the assumptions that (i) the specified number of shares of Common
Stock was sold at the beginning of the specified periods and yielded net
proceeds to the Holding Company as indicated, (ii) 50% of such net proceeds were
retained by the Holding Company and the remainder were used to purchase all of
the stock of Peoples Federal, and (iii) such net proceeds, less the amount of
the ESOP funding, were invested by the Association and Holding Company at the
beginning of the periods to yield a net after-tax return of 3.66% and 3.62% for
the year ended June 30, 1996 and for the four months ended October 31, 1996,
respectively. The assumed return is based on the one year treasury bills, as
adjusted for applicable federal taxes totalling 34.0% of such assumed returns.
The use of this current rate is viewed to be more relevant in the current low
rate environment than the use of an arithmetic average of the weighted average
yield earned by the Association on its interest-earning assets and the weighted
average rate paid on its deposits during such periods. In calculating the
underwriting fees, the table assumes that (i) no commission was paid on
$1,745,000 of shares sold to directors and officers, (ii) 8% of the total shares
sold in the Conversion were sold to the ESOP at no commission, (iii) the
remaining shares were sold at a 1.5% commission. (These assumptions represent
management's estimate as to the distribution of stock orders in the Conversion.
However, there can be no assurance that such estimate will be accurate and that
a greater proportion of shares will not be sold at a higher commission, thus
increasing offering expenses.) Fixed expenses are estimated to be $358,000.
Actual Conversion expenses may be more or less than those estimated because the
fees paid to Webb and other brokers will depend upon the categories of
purchasers, the Purchase Price and market conditions and other factors. The pro
forma net income amounts derived from the assumptions set forth herein should
not be considered indicative of the actual results of operations of the Holding
Company that would have been attained for any period if the Conversion had been
actually consummated at the beginning of such period, and the assumptions
regarding investment yields should not be considered indicative of the actual
yields expected to be achieved during any future period.
The total number of shares to be issued in the Conversion may be
increased or decreased significantly, and/or the price per share decreased, to
reflect changes in market and financial conditions prior to the close of the
Subscription and Community Offering. However, if the aggregate Purchase Price of
the Common Stock sold in the Conversion is below $11.5 million (the minimum of
the Estimated Valuation Range) or more than $17.9 million (15% above the
Estimated Valuation Range), subscribers will be offered the opportunity to
modify or cancel their subscriptions. See "The Conversion - Stock Pricing and
Number of Shares to be Issued."
25
<PAGE>
<TABLE>
<CAPTION>
At or For the Four Months Ended October 31, 1996
--------------------------------------------------------------
15%
Above
Minimum Midpoint Maximum Maximum
1,147,500 1,350,000 1,552,500 1,785,375
Shares at Shares at Shares at Shares at
$10.00 per $10.00 per $10.00 per $10.00 per
Share Share Share Share
----------- ----------- ----------- -----------
(Dollars in Thousands, Except Per Share Amounts)
<S> <C> <C> <C> <C>
Gross proceeds .................................. $ 11,475 $ 13,500 $ 15,525 $ 17,854
Less offering expenses and commissions .......... (490) (518) (546) (578)
----------- ----------- ----------- -----------
Estimated net conversion proceeds(1) ........... 10,985 12,982 14,979 17,276
Less ESOP funding ............................... (918) (1,080) (1,242) (1,428)
----------- ----------- ----------- -----------
Estimated proceeds available for investment .... $ 10,067 $ 11,902 $ 13,737 $ 15,848
=========== =========== =========== ===========
Net Income (Loss):
Historical .................................... $ (25) $ (25) $ (25) $ (25)
Pro Forma Adjustments:
Net earnings from proceeds(2) ................ 121 144 166 191
ESOP(3) ...................................... (20) (24) (27) (31)
----------- ----------- ----------- -----------
Pro forma net income ....................... $ 76 $ 95 $ 114 $ 135
=========== =========== =========== ===========
Net Income (Loss) Per Share:
Historical(4) ............................... $ (0.02) $ (0.02) $ (0.02) $ (0.02)
Pro forma Adjustments:
Net earnings from proceeds ................. 0.11 0.12 0.12 0.12
ESOP(3) .................................... (0.02) (0.02) (0.02) (0.02)
----------- ----------- ----------- -----------
Pro forma net income per share ......... $ 0.07 $ 0.08 $ 0.08 $ 0.08
=========== =========== =========== ===========
Pro forma price to earnings per share (P/E ratio) 47.62x 41.67x 41.67x 41.67x
Number of shares ................................ 1,058,760 1,245,600 1,432,440 1,647,306
Stockholders' Equity (Book Value)(5):
Historical .................................... $ 9,188 $ 9,188 $ 9,188 $ 9,188
Pro Forma Per Share Adjustments:
Estimated net Conversion proceeds ............. 10,985 12,982 14,979 17,276
Less common stock acquired by:
ESOP(3) ...................................... (918) (1,080) (1,242) (1,428)
----------- ----------- ----------- -----------
Pro forma stockholder's equity ........... $ 19,255 $ 21,090 $ 22,925 $ 25,036
=========== =========== =========== ===========
Stockholders' Equity (Book Value)(5):
Per Share(4):
Historical .................................... $ 8.01 $ 6.80 $ 5.92 $ 5.15
Pro Forma Per Share Adjustments:
Estimated net Conversion proceeds ............. 9.57 9.62 9.65 9.67
Less common stock acquired by:
ESOP(3) ...................................... (0.80) (0.80) (0.80) (0.80)
----------- ----------- ----------- -----------
Pro forma book value per share ........... $ 16.78 $ 15.62 $ 14.77 $ 14.02
=========== =========== =========== ===========
Pro forma price to book value ................... 59.59% 64.02% 67.70% 71.32%
Number of shares ................................ 1,147,500 1,350,000 1,552,500 1,785,375
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
At or For the Four Months Ended October 31, 1996
--------------------------------------------------------------
15%
Above
Minimum Midpoint Maximum Maximum
1,147,500 1,350,000 1,552,500 1,785,375
Shares at Shares at Shares at Shares at
$10.00 per $10.00 per $10.00 per $10.00 per
Share Share Share Share
----------- ----------- ----------- -----------
(Dollars in Thousands, Except Per Share Amounts)
<S> <C> <C> <C> <C>
Gross proceeds .................................. $ 11,475 $ 13,500 $ 15,525 $ 17,854
Less offering expenses and commissions .......... (490) (518) (546) (578)
----------- ----------- ----------- -----------
Estimated net conversion proceeds(1) ........... 10,985 12,982 14,979 17,276
Less ESOP funding ............................... (918) (1,080) (1,242) (1,428)
----------- ----------- ----------- -----------
Estimated proceeds available for investment .... $ 10,067 $ 11,902 $ 13,737 $ 15,848
=========== =========== =========== ===========
Net Income:
Historical .................................... $ 852 $ 852 $ 852 $ 852
Pro Forma Adjustments:
Net earnings from proceeds(2) ................ 368 436 503 580
ESOP(3) ...................................... (61) (71) (82) (94)
----------- ----------- ----------- -----------
Pro forma net income ....................... $ 1,159 $ 1,217 $ 1,273 $ 1,338
=========== =========== =========== ===========
Net Income Per Share:
Historical(4) ............................... $ 0.80 $ 0.68 $ 0.59 $ 0.51
Pro forma Adjustments:
Net earnings from proceeds ................. 0.35 0.35 0.35 0.35
ESOP(3) .................................... (0.06) (0.06) (0.06) (0.06)
----------- ----------- ----------- -----------
Pro forma net income per share ......... $ 1.09 $ .97 $ 0.88 $ 0.80
=========== =========== =========== ===========
Pro forma price to earnings per share (P/E ratio) 9.17x 10.31x 11.36x 12.50x
Number of shares ................................ 1,064,880 1,252,800 1,440,720 1,656,828
Stockholders' Equity (Book Value)(5):
Historical .................................... $ 9,213 $ 9,213 $ 9,213 $ 9,213
Pro Forma Per Share Adjustments:
Estimated net Conversion proceeds ............. 10,985 12,982 14,979 17,276
Less common stock acquired by:
ESOP(3) ...................................... (918) (1,080) (1,242) (1,428)
----------- ----------- ----------- -----------
Pro forma stockholder's equity ........... $ 19,280 $ 21,115 $ 22,950 $ 25,061
=========== =========== =========== ===========
Stockholders' Equity (Book Value)(5):
Per Share(4):
Historical .................................... $ 8.03 $ 6.82 $ 5.93 $ 5.12
Pro Forma Per Share Adjustments:
Estimated net Conversion proceeds ............. 9.57 9.62 9.65 9.68
Less common stock acquired by:
ESOP(3) ...................................... (0.80) (0.80) (0.80) (0.80)
----------- ----------- ----------- -----------
Pro forma book value per share ........... $ 16.80 $ 15.64 $ 14.78 $ 14.04
=========== =========== =========== ===========
Pro forma price to book value ................... 59.52% 63.94% 67.66% 71.23%
Number of shares ................................ 1,147,500 1,350,000 1,552,500 1,785,375
</TABLE>
- ----------
(1) It is assumed that the cost of the ESOP will be funded from the net proceeds
retained by the Holding Company.
(2) No effect has been given to withdrawals from savings accounts for the
purpose of purchasing Common Stock in the Conversion. For purposes of
calculating pro forma net income, proceeds attributable to purchases by the
ESOP, which purchases are to be funded by the Holding Company and the
Association, have been deducted from net proceeds.
(3) It is assumed that 8% of the shares of Common Stock offered in the
Conversion will be purchased by the ESOP. The funds used to acquire such
shares are expected to be borrowed by the ESOP from the net proceeds from
the Conversion retained by the Holding Company. The Association intends to
make contributions to the ESOP in amounts at least equal to the principal
and interest requirement of the debt. The Association's payment of the ESOP
debt is based upon equal installments of principal and interest over a
10-year period. However, assuming the Holding Company makes the ESOP loan,
interest income earned by the Holding Company
27
<PAGE>
on the ESOP debt will offset the interest paid by the Association.
Accordingly, only the principal payments on the ESOP debt are
recorded as an expense (tax-effected) to the Holding Company on a
consolidated basis. The amount of ESOP debt is reflected as a reduction of
stockholders' equity. In the event that the ESOP were to receive a loan from
an independent third party, both ESOP expense and earnings on the proceeds
retained by the Holding Company would be expected to increase.
For purposes of this table, the Purchase Price of $10.00 was utilized to
calculate ESOP expense. The Holding Company intends to record compensation
expense related to the ESOP in accordance with Statement of Accounting
Principles 93-6 ("SOP 93-6"). As a result, to the extent the value of the
Common Stock appreciates over time, compensation expense related to the ESOP
will increase. SOP 93-6 also requires that, for the earnings per share
computations for leveraged ESOPs, outstanding shares include only such
shares as have been committed to be released to participants. See
"Management of the Association - Benefit Plans - Employee Stock Ownership
Plan."
(4) Historical pro forma per share amounts have been computed as if the shares
of Common Stock indicated had been outstanding at the beginning of the
periods or on the dates shown, but without any adjustment of historical net
income or historical equity to reflect the investment of the estimated net
proceeds of the sale of shares in the Conversion as described above. All
ESOP shares have been considered outstanding for purposes of computing book
value per share. Pro forma share amounts have been computed by dividing the
pro forma net income or stockholders' equity (book value) by the number of
shares indicated.
(5) "Book value" represents the difference between the stated amounts of the
Association's assets (based on historical cost) and liabilities computed in
accordance with generally accepted accounting principles. The amounts shown
do not reflect the effect of the Liquidation Account which will be
established for the benefit of Eligible and Supplemental Eligible Account
Holders in the Conversion, or the federal income tax consequences of the
restoration to income of the Association's special bad debt reserves for
income tax purposes which would be required in the unlikely event of
liquidation. See "The Conversion - Effects of Conversion to Stock Form on
Depositors and Borrowers of the Association" and "Regulation - Federal and
State Taxation." The amounts shown for book value do not represent fair
market values or amounts, if any, distributable to stockholders in the
unlikely event of liquidation.
28
<PAGE>
PRO FORMA REGULATORY CAPITAL ANALYSIS
At October 31, 1996, the Association exceeded each of the three OTS
capital requirements. Set forth below is a summary of the Association's
compliance with the OTS capital standards as of October 31, 1996 on a historical
basis, in accordance with generally accepted accounting principles ("GAAP"), and
on a pro forma basis using the assumptions contained under the caption "Pro
Forma Data" and assuming that the indicated number of shares were sold as of
such date.
<TABLE>
<CAPTION>
Pro Forma at
October 31, 1996
----------------------
1,147,500 Shares
Historical Minimum
Amount Percent(1) Amount Percent(1)
---------------------------------------------------
<S> <C> <C> <C> <C>
GAAP Capital(2)............ $9,188 10.2% $13,763 14.5%
====== ==== ======= =====
Tangible Capital:
Capital level............ $9,188 10.2% $13,763 14.5%
Requirement.............. 1,351 1.5 1,419 1.5
------ ----- -------- -----
Excess................... $7,837 8.7% $12,344 13.0%
====== ===== ======= =====
Core Capital:
Capital level............ $9,188 10.2% $13,763 14.5%
Requirement.............. 2,701 3.0 2,839 3.0
------ ----- -------- -----
Excess................... $6,487 7.2% $10,924 11.5%
====== ===== ======= =====
Risk-Based Capital:
Capital level(3)......... $9,514 16.5% $14,089 24.0%
Requirement(4)........... 4,627 8.0 4,700 8.0
------ ----- -------- -----
Excess................... $4,887 8.5% $ 9,389 16.0%
====== ===== ======= =====
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Pro Forma at October 31, 1996
---------------------------------------------------------------------------
1,785,375 Shares
1,350,000 Shares 1,552,500 Shares 15% above
Midpoint Maximum Maximum
Amount Percent(1) Amount Percent(1) Amount Percent(1)
-----------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
GAAP Capital(2)............ $14,599 15.3% $15,436 16.0% $16,398 16.9%
======= ==== ======= ==== ======= =====
Tangible Capital:
Capital level............ $14,599 15.3% $15,436 16.0% $16,398 16.9%
Requirement.............. 1,432 1.5 1,444 1.5 1,459 1.5
-------- ----- -------- ----- -------- -----
Excess................... $13,167 13.8% $13,992 14.5% $14,939 15.4%
======= ==== ======= ===== ======= =====
Core Capital:
Capital level............ $14,599 15.3% $15,436 16.0% $16,398 16.9%
Requirement.............. 2,864 3.0 2,189 3.0 2,918 3.0
-------- ---- -------- ----- -------- -----
Excess................... $11,735 12.3% $12,547 13.0% $13,480 13.9%
======= ==== ======= ===== ======= =====
Risk-Based Capital:
Capital level(3)......... $14,925 25.3% $15,762 26.7% $16,724 28.2%
Requirement(4)........... 4,713 8.0 4,727 8.0 4,742 8.0
-------- ----- -------- ----- -------- -----
Excess................... $10,212 17.3% $11,035 18.7% $11,982 20.2%
======= ===== ======= ==== ======= ====
</TABLE>
- --------------------
(1) Tangible and core capital levels are shown as a percentage of adjusted total
assets; risk-based capital levels are shown as a percentage of risk-weighted
assets.
(2) Total retained earnings as calculated under GAAP. Assumes that the
Association receives 50% of the net proceeds, offset in part by the
aggregate purchase price of Common Stock acquired at $10.00 per share by the
ESOP in the Conversion. The amount expected to be borrowed by the ESOP is
deducted from pro forma capital to illustrate the possible impact on the
Association.
(3) Includes $326,000 of general valuation allowances, all of which qualify as
supplementary capital. See "Regulation - Regulatory Capital Requirements."
(4) Assumes reinvestment of net proceeds in 20% risk-weighted assets.
29
<PAGE>
CAPITALIZATION
Set forth below is the capitalization, including deposits, of Peoples
Federal as of October 31, 1996, and the pro forma capitalization of the Holding
Company at the minimum, the midpoint, the maximum and 15% above the maximum of
the Estimated Valuation Range, after giving effect to the Conversion and based
on other assumptions set forth in the table and under the caption "Pro Forma
Data."
<TABLE>
<CAPTION>
Holding Company - Pro Forma Based
Upon Sale at $10.00 per share
----------------------------------------------------
Existing 15% Above
Capitalization Minimum Midpoint Maximum Maximum
for 1,147,500 1,350,000 1,552,500 1,785,375
Association Shares Shares Shares Shares
--------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Deposits(1)................................. $79,879 $79,879 $79,879 $79,879 $79,879
======= ======= ======= ======= =======
Stockholders' Equity:
Serial Preferred Stock ($0.01 par value)
authorized - 500,000 shares; none to be
outstanding............................... $ --- $ --- $ --- $ --- $ ---
Common Stock ($0.01 par value) authorized
- 3,500,000 shares; to be outstanding (as
shown)(2)................................. --- 11 14 16 18
Additional paid-in capital................. --- 10,974 12,968 14,963 17,258
Retained earnings, substantially
restricted(3)............................. 9,188 9,188 9,188 9,188 9,188
Less:
Common Stock acquired by ESOP(4).......... --- 918 1,080 1,242 1,428
---------- -------- -------- ------- --------
Total Stockholders' Equity.................. $ 9,188 $19,255 $21,090 $22,925 $25,036
======= ======= ======= ======= =======
</TABLE>
- -----------------
(1) No effect has been given to withdrawals from deposit accounts for the
purpose of purchasing Common Stock in the Conversion. Any such withdrawals
will reduce pro forma deposits by the amount of such withdrawals.
(2) Does not reflect the shares of Common Stock that may be reserved for
issuance pursuant to the Stock Option Plan.
(3) See "Dividends" and "Regulation - Limitations on Dividends and Other Capital
Distributions" regarding restrictions on future dividend payments and "The
Conversion - Effects of Conversion to Stock Form on Depositors and Borrowers
of the Association" regarding the liquidation account to be established upon
Conversion.
(4) Assumes that 8% of the shares sold in the Conversion will be purchased by
the ESOP. The funds used to acquire the ESOP shares will be borrowed from
the Holding Company. The Association intends to make contributions to the
ESOP sufficient to service and ultimately retire the ESOP's debt. The amount
to be borrowed by the ESOP is reflected as a reduction of stockholders'
equity. See "Management - Benefit Plans - Employee Stock Ownership Plan."
30
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The following is management's analysis of the financial condition and
the results of operations of Peoples Federal during recent periods. This
discussion is designed to provide a more comprehensive review of the operating
results and financial position than could be obtained from an examination of the
financial statements alone. This analysis should be read in conjunction with the
financial statements and related footnotes and the selected financial data
included elsewhere in this prospectus.
The Association is a financial intermediary primarily engaged in the
business of attracting savings deposits from the general public and investing
such funds in permanent mortgage loans secured by one- to four-family
residential real estate located primarily in Shelby County, Ohio, and to a
lesser extent in the contiguous counties of Logan, Auglaize, Miami, Darke and
Champaign. The Association also originates, to a lesser extent, loans for the
construction of one- to four-family real estate, loans secured by multi-family
real estate (over four units) and nonresidential real estate, and consumer loans
and invests in U.S. government obligations, interest bearing deposits in other
financial institutions and other investments permitted by applicable law.
Financial Condition
Comparison of Financial Condition at October 31, 1996 and June 30,
1996. Total assets at October 31, 1996 were $90.0 million compared to $86.9
million at June 30, 1996, an increase of $3.1 million, or 3.6%. The increase in
total assets was primarily due to increases in loans receivable of $5.5 million,
partially offset by decreases in cash and cash equivalents of $900,000,
investment securities of $500,000 and time deposits with other financial
institutions of $1.0 million. The increase in loans receivable was largely in
one- to four-family residential loans, increasing $3.5 million, and real estate
construction loans, increasing $2.0 million. These increases are reflective of a
strong local economy coupled with attractive construction loan rates and
products compared to the local competition. Consumer loan balances remained
relatively stable, with a only slight increase of $47,000. The decrease in cash
and cash equivalents, investment securities and time deposits with other
financial institutions was the result of the redirection of funds provided from
the maturities of time deposits and investment securities and other available
funds to provide for loan growth.
Total liabilities at October 31, 1996 were $80.8 million compared to
$77.7 million at June 30, 1996, an increase of $3.1 million, or 4.0%. Total
deposits increased $2.6 million from $77.3 million at June 30, 1996 to $79.9
million at October 31, 1996. The growth in total deposits was a combination of
an increase of $4.7 million in certificates of deposit and a $2.1 million
decrease in savings accounts. The movement of funds from savings accounts to
certificates of deposit, as well as the additional growth in certificates, was
the result of several special promotions conducted by the Association. In
addition, accrued expenses and other
31
<PAGE>
liabilities increased by $544,000, which was primarily the result of a special
deposit insurance assessment resulting from legislation passed and enacted into
law on September 30, 1996 to recapitalize the Savings Association Insurance Fund
("SAIF") of the FDIC. For a further discussion of the special assessment, see "-
Results of Operations."
Comparison of Financial Condition at June 30, 1996 and 1995. Total
assets at June 30, 1996 were $86.9 million compared to $79.0 million at June 30,
1995, an increase of $7.9, or 10.0%. Growth in net loans receivable accounted
for $6.3 million of the asset growth increasing from $71.9 million at June 30,
1995 to $78.2 million at June 30, 1996. The growth in loans receivable was
primarily comprised of one- to four-family residential mortgage loans. The
increase is attributable to a new 20-year mortgage loan product which the
Association began offering in fiscal 1996, as well as a strong local economy.
Time deposits with other financial institutions totaled $1.1 million at June 30,
1996 while there were none at June 30, 1995. Additionally, cash and cash
equivalents increased approximately $880,000 from June 30, 1995 to June 30,
1996. These increases are the result of the short-term investment of excess
funds provided by maturities of investment securities and deposit growth.
Total liabilities were $77.7 million at June 30, 1996 compared to $70.6
million at June 30, 1995, an increase of $7.1 million, or $10.1%. Total deposit
accounts increased by $7.0 million from $70.3 million at June 30, 1995 to $77.3
million at June 30, 1996. Deposit growth was primarily limited to certificates
of deposit accounts. The growth was attributable to several interest rate
promotions combined with an increasing interest rate environment.
Equity at June 30, 1996 was $9.2 million compared to $8.4 million at
June 30, 1995. The increase of $852,000, or 10.1% was comprised completely of
the net income for the fiscal year ended June 30, 1996.
Results of Operations
The operating results of the Association are affected by the general
economic conditions, the monetary and fiscal policies of federal agencies and
the regulatory policies of agencies that regulate financial institutions. The
Association's cost of funds is influenced by interest rates on competing
investments and general market rates of interest. Lending activities are
influenced by the demand for real estate loans and other types of loans, which
in turn is affected by the interest rates at which such loans are made, general
economic conditions and the availability of funds for lending activities.
The Association's net income primarily depends upon its net interest
income, which is the difference between the interest income earned on
interest-earning assets, such as loans and securities, and interest expense
incurred on interest-bearing liabilities, such as deposits and other borrowings.
The level of net interest income is dependent upon the interest rate environment
and the volume and composition of interest-earning assets and interest-bearing
liabilities. Net income is also affected by provisions for loan losses, service
charges, gains on the sale of assets and other income, noninterest expense and
income taxes.
32
<PAGE>
Comparison of Results of Operations for the Four Months Ended October 31, 1996
and 1995
Net Income. The Association experienced a net loss of $25,000 for the
four months ended October 31, 1996, compared to net income of $304,000 for the
four months ended October 31, 1995. The decrease in net income was primarily the
result of a special SAIF deposit insurance assessment of $456,000, as more fully
discussed below.
Net Interest Income. Net interest income totaled $951,000 for the four
months ended October 31, 1996, as compared to $942,000 for the four months ended
October 31, 1995, an increase of $9,000, or 1.0%. The change in net interest
income is attributable to higher average balances of interest earning assets
partially offset by an overall increase in the cost of funds for an increased
volume of deposits with a larger portion of the deposit base being in higher
yielding certificates of deposit and an increased level of borrowed funds. See
"-- Yields Earned and Rates Paid."
Interest and fees on loans increased approximately $175,000, or 8.8%,
from $1,992,000 for the four months ended October 31, 1995 to $2,167,000 the
four months ended October 31, 1996. The increase in interest income was due to
higher average loans receivable, partially offset by a decline in the average
yield earned from 8.25% for the four months ended October 31, 1995 to 8.04% for
the four months ended October 31, 1996.
Interest earned on investment securities totaled $44,000 for the four
months ended October 31, 1996, as compared to $51,000 for the four months ended
October 31, 1995. The decrease was a result of lower average balances of
investment securities combined with a decreased yield earned.
Interest on interest-bearing deposits and overnight deposits decreased
approximately $30,000 for the four months ended October 31, 1996, as compared to
the four months ended October 31, 1995. The decline was the result of lower
average balances of interest-bearing deposits and overnight funds, partially
offset by higher rates earned.
Dividends on FHLB stock increased slightly for the four months ended
October 31, 1996, compared to the four months ended October 31, 1995, primarily
due to an increase in the number of shares of FHLB stock owned.
Interest paid on deposits increased approximately $97,000 for the four
months ended October 31, 1996, as compared to the four months ended October 31,
1995. The increase in interest expense was due to an increase in average deposit
balances combined with an increase in the cost of funds. The average cost of
deposits increased from 4.88% for the four months ended October 31, 1995, to
4.98% for the four months ended October 31, 1996. The increase in the average
cost of deposits was the result of a shift in deposit accounts from savings and
demand deposit accounts to higher yielding certificates of deposits as a result
of special interest rate promotions for certificates of deposit. Certificates of
deposit increased from 69.9% of total deposits at October 31, 1995 to 73.2% of
total deposits at October 31, 1996. The yield on certificates of deposits was
5.79% for the four months ended October 31, 1995, compared to
33
<PAGE>
5.83% for the four months ended October 31, 1996, while the average yield on
savings and demand deposit accounts remained stable at 2.92% for the same four
month periods.
Interest on the borrowings totaled $33,000 for the four months ended
October 31, 1996. The average yield paid on the borrowings was 5.68%. The
Association borrowed funds for the first time from the FHLB of Cincinnati during
the four months ended October 31, 1996. The borrowings were used as a source of
short-term liquidity to provide funding for loan demand and were repaid prior to
October 31, 1996.
Provision for Loan Losses. The Association maintains an allowance for
loan losses in an amount which, in management's judgment, is adequate to absorb
reasonably foreseeable losses inherent in the loan portfolio. While management
utilizes its best judgment and information available, the ultimate adequacy of
the allowance is dependent upon a variety of factors, including the performance
of the Association's loan portfolio, the economy, changes in real estate values
and interest rates and the view of the regulatory authorities toward loan
classifications. The provision for loan losses is determined by management as
the amount to be added to the allowance for loan losses after net charge-offs
have been deducted to bring the allowance to a level which is considered
adequate to absorb losses inherent in the loan portfolio. The amount of the
provision is based on management's monthly review of the loan portfolio and
consideration of such factors as historical loss experience, general prevailing
economic conditions, changes in the size and composition of the loan portfolio
and specific borrower considerations, including the ability of the borrower to
repay the loan and the estimated value of the underlying collateral.
The provision for loan losses for the four months ended October 31,
1996 totaled $21,000 compared to $8,000 for the four months ended October 31,
1995, an increase of $13,000, or 162.5%. The allowance for loan losses totaled
$326,000, or 0.37% of gross loans receivable and 28.3% of total non-performing
loans at October 31, 1996, compared to $259,000, or 0.35% of gross loans
receivable and 22.5% of total non-performing loans at October 31, 1995. The
increase in the provision for loan losses was attributable to an increase in the
total loan portfolio as well as an increase in the level of non-performing
assets for the four months ended October 31, 1996 as compared to the four months
ended October 31, 1995.
Noninterest income. Noninterest income for the four months ended
October 31, 1996 was $21,000 compared to $16,000 for the four months ended
October 31, 1995, an increase of $5,000, or 31.3%. The increase was primarily a
result of an increase in service fees collected on deposit accounts and other
miscellaneous fees.
Noninterest expense. Noninterest expense was $989,000 for the four
months ended October 31, 1996 compared to $489,000 for the four months ended
October 31, 1995, an increase of $500,000, or 102.2%. The increase was primarily
a result of $456,000 accrued for a special deposit insurance assessment
resulting from legislation passed and enacted into law on September 30, 1996 to
recapitalize the SAIF of the FDIC. The SAIF was below the level required by law
because a significant portion of the assessments paid into the SAIF by thrifts,
like the Association, were used to pay the cost of prior thrift failures. The
legislation called for a one-time assessment of $.0657 for each $100 in deposits
held as of March 31, 1995. As a result of the recapitalization of the SAIF, the
current disparity between bank and thrift insurance
34
<PAGE>
assessments will be reduced. Thrifts had generally been paying assessments of
$.23 per $100 of deposits, which, for most thrifts, will be reduced to $.064 per
$100 in deposits in January 1997 and to $.024 per $100 in deposits no later than
January 2000.
The legislation also provides for the merger of the SAIF and the Bank
Insurance Fund ("BIF") effective January 1, 1999, assuming there are no savings
associations chartered under federal law. Under separate proposed legislation,
Congress is considering the elimination of the federal thrift charter and the
separate federal regulation of thrifts. As a result, the Association would be
required to convert to a different financial institution charter and possibly
become subject to more restrictive activity limits. The Association cannot
predict the impact of any such legislation until it is enacted.
For the four months ended October 31, 1996 as compared to the same
period during 1995, there were no significant changes in the various other
noninterest expense categories.
Income Tax Expense. The volatility of income tax expense is primarily
attributable to the change in net income before income taxes. The provision for
income taxes totaled $(13,000) for the four months ended October 31, 1996
compared to $157,000 for the four months ended October 31, 1995, a decrease of
$170,000, or 108.3%. The decrease was largely due to the tax effect of
$(155,000) for the special assessment discussed above. The effective tax rates
were (34.0)% and 34.0% for the four months ended October 31, 1996 and 1995,
respectively.
Prior to the enactment of legislation discussed below, thrifts which
met certain tests relating to the composition of assets had been permitted to
establish reserves for bad debts and to make annual additions thereto which
could, within specified formula limits, be taken as a deduction in computing
taxable income for federal income tax purposes. The amount of the bad debt
reserve deduction for "nonqualifying loans" was computed under the experience
method. The amount of the bad debt reserve deduction for "qualifying real
property loans" could be computed under either the experience method or the
percentage of taxable income method, based on an annual election.
In August 1996, legislation was enacted that repeals the reserve method
of accounting used by many thrifts to calculate their bad debt reserve for
federal income tax purposes. As a result, small thrifts such as the Association
must recapture that portion of the reserve that exceeds the amount that could
have been taken under the experience method for tax years beginning after
December 31, 1987. The legislation also requires thrifts to account for bad
debts for federal income tax purposes on the same basis as commercial banks for
tax years beginning after December 31, 1995. The recapture will occur over a
six-year period, the commencement of which will be delayed until the first
taxable year beginning after December 31, 1997, provided the institution meets
certain residential lending requirements. At October 31, 1996, the Association
had approximately $607,000 in bad debt reserves subject to recapture for federal
income tax purposes. The deferred tax liability related to the recapture has
been previously established so there will be no effect on future net income.
35
<PAGE>
Comparison of Results of Operations for the Years Ended June 30, 1996 and 1995
Net Income. Net income for the year ended June 30, 1996 was $852,000,
an increase of $17,000, or 2.0%, from net earnings of $835,000 for the year
ended June 30, 1995. The increase was primarily a result of an increase in net
interest income partially offset by increases in noninterest expense and
provision for income taxes.
Net Interest Income. Net interest income increased approximately
$50,000, or 1.8%, from $2,756,000 for the year ended June 30, 1995 compared to
$2,806,000 for the year ended June 30, 1996. The increase in net interest income
was the result of an increase in average balances of higher yielding
interest-earning assets, partially offset by an overall increase in the cost of
funds for an increased volume of deposits with a larger portion of the deposit
base being in higher yielding certificates of deposit. See "-- Yields Earned and
Rates Paid."
Interest and fees on loans increased approximately $644,000, or 11.9%,
from $5,404,000 for the year ended June 30, 1995, to $6,048,000 for the year
ended June 30, 1996. The increase in interest income was due to higher average
loans receivable related to the origination of new one- to four-family
residential real estate loans, combined with an increase in the average yield
earned on loans receivable from 7.78% for the year ended June 30, 1995 to 8.17%
for the year ended June 30, 1996.
Interest earned on investment securities totaled $150,000 for the year
ended June 30, 1996, as compared to $161,000 for the year ended June 30, 1995.
The decrease was a result of lower average balances of investment securities
partially offset by an increase in the yield earned.
Interest on interest-bearing deposits and overnight deposits increased
approximately $149,000, or 123.1%, from $121,000 for the year ended June 30,
1995 to $270,000 for the year ended June 30, 1996. The increase was the result
of higher average balances due to the temporary investment of excess funds
received from deposit growth in short-term time deposits with other financial
institutions and overnight deposits with the FHLB. Additionally, the average
yield earned on such investments increased slightly from 5.33% for the year
ended June 30, 1995 to 5.45% for the year ended June 30, 1996.
Dividends on FHLB stock increased slightly for the year ended June 30,
1996, compared to the year ended June 30, 1995, primarily due to an increase in
the number of shares of FHLB stock owned.
Interest paid on deposits totaled $3,706,000 for the year ended June
30, 1996, as compared to $2,968,000 for the year ended June 30, 1995, an
increase of $738,000, or 24.9%. The increase in interest expense was due to an
increase in average deposit balances combined with an increase in the cost of
funds. The average cost of deposits increased from 4.30% for the year ended June
30, 1995, to 4.94% for the year ended June 30, 1996. The increase in the average
cost of deposits was the result a shift in deposit accounts from savings and
demand deposit accounts to higher yielding certificates of deposits as a result
of special interest rate promotions for certificates of deposit as well as a
general increase in the interest rates on certificates of deposit offered by the
Association. Certificates of deposit increased from 66.8%
36
<PAGE>
of total deposits at June 30, 1995 to 69.5% of total deposits at June 30, 1996.
The yield on certificates of deposits was 5.02% for the year ended June 30,
1995, compared to 5.84% for the year ended June 30, 1996, while the average
yield on savings and demand deposit accounts declined from 2.96% at 2.91% over
the same periods.
Provision for Loan Losses. The provision for loan losses for the year
ended June 30, 1996 was $68,000 compared to $55,000 for the year ended June 30,
1995, an increase of $13,000, or 23.6%. The allowance for loan losses totaled
$307,000, or 0.37% of gross loans receivable and 25.1% of total non-performing
loans at June 30, 1996, compared with $251,000, or 0.33% of gross loans
receivable and 17.7% of total non-performing loans at June 30, 1995. The amount
of the provision and allowance for estimated losses on loans is influenced by
loan volume, current economic conditions, actual loss experience, industry
trends and other factors. The increase in the provision for loan losses was the
result of a higher volume of loans receivable during the year ended June 30,
1996 when compared to the year ended June 30, 1995 and to management's policy of
allocating a percentage of the allowance for loan losses to loans which
performed pursuant to their terms in order to recognize the inherent potential
of unforeseen risks.
Noninterest income. Noninterest income remained relatively stable
totaling $57,000 for the year ended June 30, 1996, compared to $60,000 for the
year ended June 30, 1995.
Noninterest expense. Noninterest expense increased $8,000, or 0.5%,
from $1,495,000 for the year ended June 30, 1995 to $1,503,000 for the year
ended June 30, 1996. There were no significant changes in the various
noninterest expense categories.
Income Tax Expense. The volatility of income tax expense is primarily
attributable to the change in net income before income taxes. The provision for
income taxes totaled $441,000 for the year ended June 30, 1996, compared to
$432,000 for the year ended June 30, 1995, resulting in an effective tax rate of
34.1% for both years.
Comparison of Results of Operations for the Years Ended June 30, 1995 and 1994
Net Income. Net income for the year ended June 30, 1995 totaled
$835,000, an increase of $249,000, or 42.5%, from net earnings of $586,000 for
the year ended June 30, 1994. The increase was primarily the result of an
increase in net interest income combined with the nonrecurrence of the
cumulative effect of the change in the method for accounting for income taxes
partially offset by an increase in noninterest expense.
Interest and fees on loans increased approximately $653,000, or 13.7%,
from $4,751,000 for the year ended June 30, 1994, to $5,404,000 for the year
ended June 30, 1995. The increase in interest income was due to higher average
loans receivable related to the origination of new one- to four-family
residential real estate loans and consumer loans, combined with an increase in
the average yield earned on loans receivable from 7.32% for the year ended June
30, 1994 to 7.78% for the year ended June 30, 1995.
Interest earned on investment securities totaled $161,000 for the year
ended June 30, 1995, as compared to $180,000 for the year ended June 30, 1994.
The decrease was a result
37
<PAGE>
of lower average balances of investment securities combined with a slight
decrease in the yield earned.
Interest on interest-bearing deposits and overnight deposits increased
approximately $8,000, or 7.1%, from $113,000 for the year ended June 30, 1995 to
$121,000 for the year ended June 30, 1996. The increase was the result of an
increase in the average yield earned on such investments from 2.92% for the year
ended June 30, 1994 to 5.28% for the year ended June 30, 1995. The increase in
interest income from the higher yield earned on interest-bearing deposits and
overnight deposits was mostly offset by the decrease in interest income
resulting from a decrease in the average balances of such investments held
during fiscal 1995.
Dividends on FHLB stock increased slightly for the year ended June 30,
1995, compared to the year ended June 30, 1994, primarily due to an increase in
the number of shares of FHLB stock owned.
Interest paid on deposits totaled $2,968,000 for the year ended June
30, 1995, compared to $2,637,000 for the year ended June 30, 1994, an increase
of $331,000, or 12.6%. The increase in interest paid was the combined result of
an increase in the volume of certificates of deposit accounts resulting from
various special promotions and new products offered throughout fiscal 1995 and
an increase in the overall cost of funds. The increase in the overall cost of
funds was a result of consumers shifting funds from lower yielding savings and
demand deposit accounts and shorter-term certificates of deposits to higher
yielding, longer-term certificates of deposit. As such, certificates of deposit
increased from 62.3% of total deposits at June 30, 1994 to 66.8% of total
deposits at June 30, 1995. The yield on certificates of deposits increased from
4.53% for the year ended June 30, 1994, to 5.02% for the year ended June 30,
1995, while the average yield on savings and demand deposit accounts remained
relatively stable increasing from 2.95% to 2.96% over the same periods.
Provision for Loan Losses. The provision for loan losses for the year
ended June 30, 1995 was $55,000 compared to $83,000 for the year ended June 30,
1994, a decrease of $28,000, or 33.7%. The allowance for loan losses totaled
$251,000, or 0.33% of gross loans receivable and 17.7% of total non-performing
loans at June 30, 1995, compared with $198,000, or 0.29% of gross loans
receivable and 12.4% of total non-performing loans at June 30, 1994. The amount
of the provision and allowance for estimated losses on loans is influenced by
loan volume, current economic conditions, actual loss experience, industry
trends and other factors. The provision for loan losses was higher for the year
ended June 30, 1994, as compared to the year ended June 30, 1995, as a result of
a change in the methodology for classifying loans in the Association's portfolio
which impacted the level of the allowance for loan losses. As such, management
increased the provision for fiscal 1994 to bring the allowance for loan losses
to the newly required level.
Noninterest income. Noninterest income remained relatively stable
totaling $60,000 for the year ended June 30, 1995, compared to $65,000 for the
year ended June 30, 1994.
Noninterest expense. Noninterest expense totaled $1,495,000 for the
year ended June 30, 1995, compared to $1,427,000 for the year ended June 30,
1994, an increase of $68,000, or 4.8%. The major components of the increase were
increases in compensation and
38
<PAGE>
benefits expense of $43,000, primarily due to annual merit increases, and a
$17,000 increase in occupancy and equipment expense.
Income Tax Expense. The volatility of income tax expense is primarily
attributable to the change in net income before income taxes. The provision for
income taxes totaled $432,000 for the year ended June 30, 1995 and $334,000 for
the year ended June 30, 1994, resulting in effective tax rates of 34.1% and
33.8%, respectively.
During the year ended June 30, 1994, the Association adopted Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires the Association to follow the liability method in accounting for income
taxes. The liability method provides that deferred tax assets and liabilities
are recorded based on the difference between the tax basis of assets and
liabilities and their carrying amounts for financial reporting purposes, at
enacted tax rates. The cumulative effect on changing to this method of
accounting was a $69,000 reduction in income in fiscal 1994.
39
<PAGE>
Yields Earned and Rates Paid
The following table sets forth certain information relating to the
Association's average balance sheet information and reflects the average yield
on interest-earning assets and the average cost of interest-bearing liabilities
for the periods indicated. Such yields and costs are derived by dividing income
or expense by the average balances of interest-earning assets or
interest-bearing liabilities, respectively, for the periods presented. Average
balances are derived from average month-end balances. Nonaccruing loans have
been included in the table as loans carrying a zero yield.
<TABLE>
<CAPTION>
Four Months Ended October 31,
1996 1995
--------------------------------- -----------------------------------
Average Interest Average Interest
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
Balance Paid Rate Balance Paid Rate
---------------------- ---------- ---------------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Interest-Earning Assets:
Loans receivable(1)................ $80,873 $2,167 8.04% $72,397 $1,992 8.25%
Interest-bearing deposits.......... 1,894 36 5.70 3,724 66 5.32
Investment securities(2)........... 2,519 44 5.24 2,799 51 5.47
FHLB stock......................... 672 16 7.14 625 14 6.72
-------- ------- ------- ------
Total interest-earning assets..... $85,958 2,263 7.90 $79,545 2,123 8.01
======= ------ ======= ------
Interest-Bearing Liabilities:
Savings deposits................... $17,988 183 3.05 $18,241 187 3.08
Demand and NOW deposits............ 4,412 35 2.38 4,745 37 2.34
Certificate accounts............... 54,504 1,061 5.83 49,615 957 5.79
Borrowings......................... 1,744 33 5.68 --- --- ---
--------- ------- ------- ------
Total interest-bearing liabilities $78,648 1,312 5.00 $72,601 1,181 4.88
======= ------ ======= ------
Net interest income................. $ 951 $ 942
====== ======
Net interest rate spread(3)......... 2.90% 3.13%
==== ====
Net earning assets.................. $ 7,310 $ 6,944
======= =======
Net interest margin(4)..............
3.32% 3.55%
==== ====
Average interest-earning assets to
average interest-bearing 1.09x 1.10x
liabilities........................ ==== ====
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended June 30,
1996 1995 1994
------------------------------------------------------------------ -----------------------------
Average Interest Average Interest Average Interest
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
Balance Paid Rate Balance Paid Rate Balance Paid Rate
---------------------- -------------------------------- ---------- -----------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-Earning Assets:
Loans receivable(1)................ $74,071 $6,048 8.17% $69,453 $5,404 7.78% $64,886 $4,751 7.32%
Interest-bearing deposits.......... 4,849 270 5.57 2,293 121 5.28 3,865 113 2.92
Investment securities(2)........... 2,752 150 5.45 3,020 161 5.33 3,317 180 5.43
FHLB stock......................... 640 45 7.03 591 38 6.43 556 27 4.86
------- ------ ------- ------ ------- ------
Total interest-earning assets..... $82,312 6,513 7.91 $75,357 5,724 7.60 $72,624 5,071 6.98
======= ------ ======= ------ ======= ------
Interest-Bearing Liabilities:
Savings deposits................... $18,484 563 3.05 $19,491 602 3.09 $20,330 628 3.09
Demand and NOW deposits............ 4,580 108 2.36 4,819 118 2.45 5,182 125 2.41
Certificate accounts............... 52,012 3,035 5.84 44,760 2,248 5.02 41,573 1,884 4.53
Borrowings......................... --- --- --- --- --- --- --- --- ---
------- ------ ------- ------ ------- ------
Total interest-bearing liabilities $75,076 3,706 4.94 $69,070 2,968 4.30 $67,085 2,637 3.93
======= ------ ======= ------ ======= ------
Net interest income................. $2,807 $2,756 $2,434
====== ====== ======
Net interest rate spread(3)......... 2.97% 3.30% 3.05%
==== ===== ====
Net earning assets.................. $ 7,236 $ 6,287 $ 5,539
======== ======= ========
Net interest margin(4)..............
3.41% 3.66% 3.35%
==== ===== ====
Average interest-earning assets to
average interest-bearing 1.10x 1.09x 1.08x
liabilities........................ ==== ==== ====
</TABLE>
- -----------------
(1) Amount is net of loans in process, net deferred loan origination fees and
allowance for loan losses and includes non-performing loans.
(2) Includes unamortized discounts and premiums
(3) Net interest rate spread represents the difference between the yield on
interest-earning assets and the cost of interest-bearing liabilities.
(4) Net interest margin represents net interest income divided by average
interest-earning assets.
40
<PAGE>
The following table presents the weighted average yields earned on
loans, investments and other interest-earning assets, and the weighted average
rates paid on savings deposits and the resultant interest rate spreads at the
dates indicated.
<TABLE>
<CAPTION>
At At June 30,
October 31, ----------------------------------
1996 1996 1995 1994
-------------- ----------------------------------
<S> <C> <C> <C> <C>
Weighted average yield on:
Loans receivable.......................................... 7.92% 7.89% 7.98% 7.17%
Time deposits............................................. 5.50 5.68 --- ---
Investment securities..................................... 5.59 5.71 5.73 5.25
Overnight deposits........................................ --- 5.20 6.05 4.90
Interest-bearing checking accounts........................ 5.40 5.10 5.95 4.80
FHLB stock................................................ 7.04 6.96 6.61 5.73
Combined weighted average yield on
interest-earning assets.............................. 7.83 7.72 7.85 6.97
Weighted average rate paid on:
Savings deposits.......................................... 3.05 3.05 3.05 3.05
Demand and NOW deposits................................... 2.42 2.41 2.41 2.42
Certificate accounts...................................... 6.00 5.88 5.68 4.62
Money market accounts..................................... 2.50 2.50 2.50 2.50
Combined weighted average rate paid on interest-
bearing liabilities................................... 5.17 4.98 4.77 3.98
Spread..................................................... 2.66 2.74 3.08 2.99
</TABLE>
41
<PAGE>
Rate Volume Analysis
The following schedule presents the dollar amount of changes in
interest income and interest expense for major components of interest-earning
assets and interest-bearing liabilities. It distinguishes between the changes
related to outstanding balances and that due to the changes in interest rates.
For each category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to (i) changes in volume (i.e.,
changes in volume multiplied by old rate) and (ii) changes in rate (i.e.,
changes in rate multiplied by old volume). For purposes of this table, changes
attributable to both rate and volume, which cannot be segregated, have been
allocated proportionately to the change due to volume and the change due to
rate.
<TABLE>
<CAPTION>
Four Months Ended
October 31, Year Ended June 30,
--------------------------------- -----------------------------------
1995 vs. 1996 1995 vs. 1996
--------------------------------- ----------------------------------
Increase Increase
(Decrease) Total (Decrease)
Due to Increase Due to Total
---------------------------------------------------- Increase
Volume Rate (Decrease) Volume Rate (Decrease)
-----------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable...................... $228 $(53) $ 175 $371 $273 $644
Interest-earning deposits............. (34) 4 (30) 142 7 149
Investment securities................. (5) (2) (7) (15) 4 (11)
FHLB stock............................ 1 1 2 3 4 7
----- ----- ------ ------ ----- ------
Total interest-earning assets....... $190 $(50) 140 $501 $288 789
==== ==== ----- ==== ==== -----
Interest-bearing liabilities:
Savings deposits...................... $ (3) $ (1) (4) $ (31) $ (8) (39)
Demand and NOW deposits............... (3) 1 (2) (6) (4) (10)
Certificate accounts.................. 95 9 104 393 394 787
Borrowings............................ 33 --- 33 --- --- ---
----- ------ ----- ------ ----- ------
Total interest-bearing liabilities.. $122 $ 9 131 $356 $382 738
==== ===== ----- ==== ==== -----
Net interest income.................... $ 9 $ 51
====== =====
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended June 30,
---------------------------------
1994 vs. 1995
---------------------------------
Increase
(Decrease)
Due to Total
----------------- Increase
Volume Rate (Decrease)
---------------------------------
(In Thousands)
<S> <C> <C> <C>
Interest-earning assets:
Loans receivable...................... $345 $308 $653
Interest-earning deposits............. (58) 66 8
Investment securities................. (16) (3) (19)
FHLB stock............................ 2 9 11
------ ----- -----
Total interest-earning assets....... $273 $380 653
==== ==== -----
Interest-bearing liabilities:
Savings deposits...................... $ (26) $ --- (26)
Demand and NOW deposits............... (9) 2 (7)
Certificate accounts.................. 151 213 364
Borrowings............................ --- --- ---
------- ----- ------
Total interest-bearing liabilities.. $116 $215 331
==== ==== -----
Net interest income.................... $322
====
</TABLE>
42
<PAGE>
Asset and Liability Management
The Association, like other financial institutions, is subject to
interest rate risk to the extent that its interest-earning assets reprice
differently than its interest-bearing liabilities. As part of its effort to
monitor and manage interest rate risk, the Association uses the "net portfolio
value" ("NPV") methodology prepared by a third party as part of its capital
regulations. Although the Association is not currently subject to NPV regulation
because such regulation does not apply to institutions with less than $300
million in assets and risk-based capital in excess of 12%, application of NPV
methodology may illustrate the Association's interest rate risk.
Generally, NPV is the discounted present value of the difference
between incoming cash flows on interest-earning and other assets and outgoing
cash flows on interest-bearing and other liabilities. The application of the
methodology attempts to quantify interest rate risk as the change in the NPV
that would result from a theoretical 200 basis point (1 basis point equals
0.01%) change in market interest rates. Both a 200 basis point increase in
market interest rates and a 200 basis point decrease in market interest rates
are considered. If the NPV would decrease by more than 2% of the present value
of the institution's assets with either an increase or a decrease in market
rates, the institution must deduct 50% of the amount of decrease in excess of
such 2% in the calculation of the institution's risk-based capital. See "--
Liquidity and Capital Resources."
At September 30, 1996, 2% of the present value of the Association's
assets was $1,772,000. Because the interest rate risk of a 200 basis point
increase in market interest rates (which was greater than the interest rate risk
of a 200 basis point decrease) was $907,000 at September 30, 1996, the
Association would not have been required to make additional deductions from its
capital in determining whether the Association met its risk-based capital
requirement.
Presented below, as of September 30, 1996, is an analysis of the
Association's interest rate risk as measured by changes in NPV for instantaneous
and sustained parallel shifts of 100 basis points in market interest rates. As
illustrated in the table, NPV is more sensitive to rising rates than declining
rates. Such difference in sensitivity occurs principally because, as rates rise,
borrowers do not prepay adjustable-rate loans which reprice less frequently than
on an annual basis, adjustable-rate loans with interest rate adjustment caps and
fixed-rate loans as quickly as they do when interest rates are declining. Thus,
in a rising interest rate environment, the amount of interest the Association
would receive on its loans would increase relatively slowly as loans are slowly
prepaid and new loans at higher rates are made. Moreover, the interest the
Association would pay on its deposits would increase rapidly because the
Association's deposits generally have shorter periods to repricing.
43
<PAGE>
<TABLE>
<CAPTION>
NPV as % of
Net Portfolio Value Portfolio Value
Change ---------------------------------------------- of Assets
in Rates $ Amount $ Change % Change NPV Ratio % Change
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
+400 $5,888 $(2,919) (33.1)% 6.64% (33.2)%
+300 6,904 (1,903) (21.6) 7.79 (21.8)
+200 7,900 (907) (10.3) 8.91 (10.4)
+100 8,638 (169) (1.9) 9.75 (2.0)
Static 8,807 0 0.0 9.94 0.0
(100) 8,668 (138) (1.6) 9.78 (1.6)
(200) 8,092 (715) (8.1) 9.13 (8.2)
(300) 7,624 (1,182) (13.4) 8.60 (13.5)
(400) 7,632 (1,175) (13.3) 8.61 (13.4)
</TABLE>
As with any method of measuring interest rate risk, certain
shortcomings are inherent in the NPV approach. For example, although certain
assets and liabilities may have similar maturities or periods of repricing, they
may react in different degrees to changes in market interest rates. Also, the
interest rates on certain types of assets and liabilities may fluctuate in
advance of changes in market interest rates, while interest rates on other types
may lag behind changes in market rates. Further, in the event of a change in
interest rates, expected rates of prepayment on loans and mortgage-backed
securities and early withdrawal levels from certificates of deposit would likely
deviate significantly from those assumed in making risk calculations.
44
<PAGE>
Liquidity and Capital Resources
The Association's liquidity, primarily represented by cash equivalents,
is a result of its operating, investing and financing activities. These
activities are summarized below for the four months ended October 31, 1996 and
1995, and years ended June 30, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
Four Months
Ended October 31, Year Ended June 30,
1996 1995 1996 1995 1994
----------- ----------- ---------------- ------------ --------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Net income $ (25) $ 304 $ 852 $ 835 $ 586
Adjustments to reconcile net
income to net cash from
operating activities 545 202 (15) (2) 165
--------- --------- --------- --------- ----------
Net cash from operating
activities 520 506 837 833 751
Net cash from investing
activities (4,008) (1,920) (6,968) (4,887) (2,817)
Net cash from financing
activities 2,561 4,910 7,012 1,939 3,199
--------- --------- --------- --------- ----------
Net change in cash and cash
equivalents (927) 3,496 881 (2,115) 1,133
Cash and cash equivalents
at beginning of period 2,721 1,840 1,840 3,955 2,822
--------- --------- --------- --------- ----------
Cash and cash equivalents
at end of period $ 1,794 $ 5,336 $ 2,721 $ 1,840 $ 3,955
========= ========= ========= ========= ==========
</TABLE>
The Association's principal sources of funds are deposits, loan
repayments, maturities of securities, and other funds provided by operations.
The Association also has the ability to borrow from the FHLB. While scheduled
loan repayments and maturing investments are relatively predictable, deposit
flows and early loan prepayments are more influenced by interest rates, general
economic conditions, and competition. The Association maintains investments in
liquid assets based upon management's assessment of (1) need for funds, (2)
expected deposit flows, (3) yields available on short-term liquid assets and (4)
objectives of the asset/liability management program.
OTS regulations presently require the Association to maintain an
average daily balance of investments in United States Treasury, federal agency
obligations and other investments having maturities of five years or less in an
amount equal to 5% of the sum of the Association's average daily balance of net
withdrawable deposit accounts and borrowings payable in one year or less. The
liquidity requirement, which may be changed from time to time by the OTS to
reflect changing economic conditions, is intended to provide a source of
relatively liquid funds upon which the Association may rely, if necessary, to
fund deposit withdrawals or other short-term funding needs. At October 31, 1996,
the Association's regulatory liquidity was 6.8%. For the month of December,
1996, the Association did not meet its regulatory liquidity requirement. At
45
<PAGE>
all periods both before and after such month, the Association was in compliance
with such requirement and management believes that the Association's liquidity
is adequate. It should be noted that the Association has an immediately
accessible line of credit with FHLB Cincinnati for $___________ million. On
October 31, 1996, the Association had commitments to originate fixed-rate
commercial andresidential loans totaling $264,000, and variable rate commercial
and residential real estate mortgage loans totaling $574,000. Loan commitments
are generally for 30 days. The Association considers its liquidity and capital
reserves sufficient to meet its outstanding short- and long-term needs.
The Association is required by OTS regulations to meet certain minimum
capital requirements, which must be generally as stringent as the requirements
established for banks. Current capital requirements call for tangible capital of
1.5% of adjusted total assets, core capital (which for the Association consists
solely of tangible capital) of 3.0% of adjusted total assets and risk-based
capital (which for the Association consists of core capital and general
valuation allowances) of 8% of risk-weighted assets (assets are weighted at
percentage levels ranging from 0% to 100% depending on their relative risk). The
OTS has proposed to amend the core capital requirement so that those
associations that do not have the highest examination rating and an acceptable
level of risk will be required to maintain core capital of from 4% to 5%,
depending on the association's examination rating and overall risk. The
Association does not anticipate that it will be adversely affected if the core
capital requirements regulations are amended as proposed.
The following table summarizes the Association's regulatory capital
requirements and actual capital at October 31, 1996. (See Note 10 of Notes to
Financial Statements for a reconciliation of capital under generally accepted
accounting principles and regulatory capital amounts.)
<TABLE>
<CAPTION>
Excess of Actual
Capital Over Current
Actual Capital Current Requirement Requirement Applicable
Amount Percent Amount Percent Amount Percent Asset Total
------ ------- ------ ------- -------- ----------- -----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Tangible Capital $ 9,188 10.2% $ 1,351 1.5% $ 7,837 8.7% $ 90,049
Core Capital 9,188 10.2 2,701 3.0 6,487 7.2 90,049
Risk-based Capital 9,514 16.5 4,627 8.0 4,887 8.5 57,833
</TABLE>
At October 31, 1996, the Association had no material commitments for capital
expenditures.
Impact of New Accounting Standards
The Association became subject to SFAS No. 122, "Accounting for
Mortgage Servicing Rights," on July 1, 1996. SFAS No. 122 requires companies to
recognize, as separate assets, rights to service mortgage loans for others,
regardless of how these rights are acquired. Mortgage servicing rights acquired
through either the purchase or the origination of mortgage loans which are
subsequently sold with servicing rights retained should be determined by
allocating the total cost of the mortgage loans to mortgage servicing rights and
to loans (without the mortgage
46
<PAGE>
servicing rights) based on their relative fair values. Mortgage servicing rights
recorded as a separate asset are amortized in proportion to, and over the period
of, estimated net servicing income. This pronouncement was superseded by SFAS
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," which extends the accounting and disclosure
rules for mortgage servicing rights to all servicing rights including mortgage,
consumer and commercial loans. SFAS 122 did not have a material impact on the
Association's financial statements at July 1, 1996 because the Association does
not sell loans. SFAS 125 will be effective on July 1, 1997 and is not expected
to have a material impact on the Association's financial statements.
On July 1, 1996, the Association became subject to SFAS No. 123,
"Accounting for Stock-Based Compensation." SFAS No. 123 encourages, but does not
require, entities to use a "fair value based method" to account for stock-based
compensation plans. If the fair value accounting encouraged by SFAS No. 123 is
not adopted, entities must disclose the pro forma effect on net income and on
earnings per share had the fair value accounting been adopted. Fair value of a
stock option is to be estimated using an option pricing model which considers
the current price of the stock, expected price volatility, expected dividends on
the stock and the risk- free interest rate. Once estimated, the fair value of an
option is not later changed. The accounting and disclosure requirements of this
statement are effective for transactions entered into in fiscal years beginning
after December 15, 1995. Pro forma disclosures required for entities that elect
to continue to measure compensation cost using existing accounting methods must
include the effects of all awards granted in the first fiscal year beginning
after December 15, 1994. Currently, the Association does not have any stock
options outstanding.
Impact of Inflation and Changing Prices
The Financial Statements and Notes included herein have been prepared
in accordance with generally accepted accounting principles ("GAAP"). Presently,
GAAP requires the Association to measure financial position and operating
results primarily in terms of historic dollars. Changes in the relative value of
money due to inflation or recession are generally not considered.
In management's opinion, changes in interest rates affect the financial
condition of a financial institution to a far greater degree than changes in the
inflation rate. While interest rates are greatly influenced by changes in the
inflation rate, they do not change at the same rate or in the same magnitude as
the inflation rate. Rather, interest rate volatility is based on changes in the
expected rate of inflation, as well as on changes in monetary and fiscal
policies.
47
<PAGE>
PEOPLES-SIDNEY FINANCIAL CORPORATION
The Holding Company was incorporated by Peoples Federal under the laws
of the State of Delaware in January 1997 for the purpose of owning all of the
outstanding stock of Peoples Federal issued in the Conversion. The Holding
Company has applied to the OTS to acquire all of the common stock of Peoples
Federal which will be outstanding upon completion of the Conversion.
As a Delaware corporation, the Holding Company is authorized to engage
in any activity that is permitted by the Delaware General Corporation Law. The
Board of Directors of the Holding Company anticipates that, after completion of
the Conversion, the Holding Company will conduct its business as a thrift
institution holding company. The holding company structure will provide the
Holding Company with greater flexibility than the Association by itself would
have to diversify its business activities, through existing or newly formed
subsidiaries, or through acquisitions or mergers of both mutual and stock thrift
institutions as well as other companies. Although there are no current
arrangements, understandings or agreements regarding any such acquisition, the
Holding Company will be in a position after the Conversion to take advantage of
any favorable acquisition opportunities that may arise, subject to regulatory
restrictions.
The assets of the Holding Company will initially consist of the stock
of Peoples Federal and approximately 50% of the net proceeds from the
Conversion. The initial activities of the Holding Company are anticipated to be
funded by such retained proceeds and the income thereon. Thereafter, activities
of the Holding Company may also be funded through dividends from Peoples
Federal, if any, sales of additional securities, borrowings and income generated
by other activities of the Holding Company. At this time, there are no plans
regarding such activities. See "Dividends" and "Regulation-Holding Company
Regulation."
BUSINESS
General
The Association is a financial intermediary primarily engaged in the
business of attracting savings deposits from the general public and investing
such funds in permanent mortgage loans secured by one- to four-family
residential real estate located primarily in Shelby County, Ohio, and to a
lesser extent in the contiguous counties of Logan, Auglaize, Miami, Darke and
Champaign. The Association also originates, to a lesser extent, loans for the
construction of one- to four-family real estate, loans secured by multi-family
real estate (over four units) and nonresidential real estate, and consumer loans
and invests in U.S. government obligations, interest bearing deposits in other
financial institutions and other investments permitted by applicable law.
Market Area
Peoples Federal has one office located in Sidney, Shelby County, Ohio.
The Association considers its market area to be Shelby County, Ohio, and its
contiguous counties. Sidney is located on the Interstate 75 corridor,
approximately 45 miles north of Dayton, Ohio between Dayton and Toledo, Ohio.
48
<PAGE>
The unemployment rate for Shelby County at October 1996 was 4.0%. The
unemployment rate for Shelby County was lower than the rates of 4.3% for the
State of Ohio and 4.9% for the United States.
The per capita income level in Shelby County is lower than the national
level, but its growth rate between 1990 and 1995 exceeded that of the Ohio and
United States averages during the same period. During this period, the per
capita income in Shelby County rose approximately 47.6% from $11,082 to $16,362;
in Ohio, the per capita income rose 30.6% from $12,030 to $15,708; and in the
United States, the per capita income rose 33.2% from $12,313 to $16,405.
Shelby County is primarily agricultural with the services and
manufacturing industries also contributing to the economy. Shelby County's
earnings are predominantly generated by automobile manufacturing, automotive
parts and metal products. Some of Shelby County's largest employers are: Honda,
Emerson Electric, Alcoa, and Clopay Corporation.
Lending Activities
General. The principal lending activity of the Association is
originating for its portfolio first mortgage loans secured by owner-occupied
one- to four-family residential properties located in its primary market areas.
In addition, in order to increase the yield and/or the interest rate sensitivity
of its portfolio and in order to provide more comprehensive financial services
to families and community businesses in the Association's primary market area,
Peoples Federal also originates construction or development, commercial real
estate, consumer, land, multi-family and commercial business loans. See "-
Originations, Purchases and Sales of Loans." The Association reserves the right
in the future to adjust or discontinue any product offerings to respond to
competitive or economic factors.
49
<PAGE>
Loan Portfolio Composition. The following information sets forth the
composition of the Association's loan portfolios in dollar amounts and in
percentages (before deductions for loans in process, deferred fees and discounts
and allowances for losses) as of the dates indicated.
<TABLE>
<CAPTION>
June 30,
October 31, -----------------------------------------------------------------
1996 1996 1995 1994
------------------------ ------------------------ ------------------ --------------------
Amount Percent Amount Percent Amount Percent Amount Percent
-------- --------- -------- --------- -------- --------- -------- ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Real Estate Loans:
One- to four-family.............. $68,969 78.38% $65,448 79.60% $59,181 78.95% $53,531 77.64%
Construction and development..... 9,121 10.37 7,091 8.63 6,639 8.86 6,254 9.07
Commercial....................... 5,490 6.24 5,302 6.45 5,750 7.67 6,080 8.82
Multi-family..................... 456 0.52 485 0.59 335 0.45 579 0.84
Land............................. 1,357 1.54 1,342 1.63 909 1.21 805 1.16
-------- ------ -------- -------- -------- ------- -------- --------
Total real estate loans...... 85,393 97.05 79,668 96.90 72,814 97.14 67,249 97.53
-------- ------ ------- -------- -------- ------- -------- --------
Other Loans:
Consumer Loans:
Automobile...................... 1,272 1.44 1,274 1.55 1,042 1.39 706 1.02
Deposit account................. 226 0.26 167 0.20 262 0.35 190 0.28
Home equity..................... 254 0.29 183 0.22 43 0.05 --- ---
Other........................... 803 0.91 844 1.03 778 1.04 749 1.09
--------- ----- -------- -------- -------- ------ -------- -------
Total consumer loans......... 2,555 2.90 2,468 3.00 2,125 2.83 1,645 2.39
--------- ------- ------- ------- -------- ------ -------- -------
Commercial business loans........ 41 0.05 81 0.10 22 0.03 55 0.08
---------- ------- -------- -------- -------- ------- -------- -------
Total loans.................. 87,989 100.00% 82,217 100.00% 74,961 100.00% 68,949 100.00%
====== ====== ====== ======
Less:
Loans in process................. (3,773) (3,508) (2,579) (1,929)
Deferred fees and discounts...... (169) (169) (198) (212)
Allowance for losses............. (326) (307) (251) (198)
-------- -------- -------- --------
Total loans receivable, net...... $83,721 $78,233 $71,933 $66,610
======= ======= ======= =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
June 30,
---------------------------------------------
1993 1992
---------------------------------------------
Amount Percent Amount Percent
-------- --------- -------- --------
<S> <C> <C> <C> <C>
Real Estate Loans:
One- to four-family.............. $51,547 78.72% $46,079 76.97%
Construction and development..... 5,185 7.92 4,498 7.51
Commercial....................... 5,595 8.54 5,726 9.56
Multi-family..................... 624 0.95 855 1.43
Land............................. 810 1.24 805 1.35
--------- ------- ------- ------
Total real estate loans...... 63,761 97.37 57,963 96.82
--------- ------ ------- ------
Other Loans:
Consumer Loans:
Automobile...................... 689 1.05 835 1.39
Deposit account................. 188 0.29 292 0.49
Home equity..................... --- --- --- ---
Other........................... 764 1.17 683 1.14
---------- -------- ------- ------
Total consumer loans......... 1,641 2.51 1,810 3.02
---------- ------- ------- ------
Commercial business loans........ 79 0.12 93 0.16
----------- ------- ------- ------
Total loans.................. 65,481 100.00% 59,866 100.00%
====== ======
Less:
Loans in process................. (2,213) (1,575)
Deferred fees and discounts...... (278) (349)
Allowance for losses............. (123) (94)
---------- ---------
Total loans receivable, net...... $62,867 $57,848
======= =======
</TABLE>
50
<PAGE>
The following table shows the composition of the Association's loan
portfolios by fixed- and adjustable-rate at the dates indicated.
<TABLE>
<CAPTION>
June 30,
October 31, --------------------------------------------------------
1996 1996 1995 1994
-------------------- ----------------- --------------------------------------
Amount Percent Amount Percent Amount Percent Amount Percent
-------------------------- ----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed-Rate Loans:
Real estate:
One- to four-family................ $18,930 21.51% $17,166 20.88% $12,254 16.35% $11,708 16.98%
Construction and development....... 1,579 1.80 775 0.94 526 0.70 768 1.11
Commercial......................... 43 0.05 179 0.22 313 0.42 395 0.57
Multi-family....................... --- --- --- --- --- --- 12 0.02
Land............................... 42 0.05 20 0.02 5 0.01 0.04
-------- ------ ------- ------ ------- ------- ------- -------
Total real estate loans......... 20,594 23.41 18,140 22.06 13,098 17.48 12,912 18.72
-------- ------ ------- ------ ------- ------- ------- -------
Consumer............................ 2,555 2.90 2,468 3.00 2,125 2.83 1,645 2.39
Commercial business................. 41 0.05 81 0.10 22 0.03 55 .08
--------- ------ ------- ------ ------- ------- ------- -------
Total fixed-rate loans.......... 23,190 26.36 20,689 25.16 15,245 20.34 14,612 21.19
Adjustable-Rate Loans:
Real estate:
One- to four-family................ 50,039 56.87 48,282 58.73 46,927 62.60 41,823 60.66
Construction and development....... 7,542 8.57 6,316 7.68 6,113 8.15 5,486 7.96
Commercial......................... 5,447 6.19 5,123 6.23 5,437 7.25 5,685 8.25
Multi-family....................... 456 0.52 485 0.59 335 0.45 567 0.82
Land............................... 1,315 1.49 1,322 1.61 904 1.21 776 1.12
-------- ------ ------- ------ ------- ------ -------- -------
Total real estate loans......... 64,799 73.64 61,528 74.84 59,716 79.66 54,337 78.81
-------- ------ -------- ------ ------- ------- ------- -------
Total adjustable-rate loans..... 87,989 100.00% 82,217 100.00% 74,961 100.00% 68,949 100.00%
====== ====== ====== ======
Less:
Loans in process.................... (3,773) (3,508) (2,579) (1,929)
Deferred fees and discounts......... (169) (169) (198) (212)
Allowance for loan losses........... (326) (307) (251) (198)
--------- --------- ------- ---------
Total loans receivable, net...... $83,721 $78,233 $71,933 $66,610
======= ======= ======= =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
June 30,
----------------------------------------------
1993 1992
-------------------------- -------------------
Amount Percent Amount Percent
-------------------------- -------------------
<S> <C> <C> <C> <C>
Fixed-Rate Loans:
Real estate:
One- to four-family................ $12,792 19.54% $15,712 26.24%
Construction and development....... 448 0.68 1,113 1.86
Commercial......................... 494 0.75 656 1.10
Multi-family....................... 57 0.09 325 0.54
Land............................... 26 0.04 48 0.08
------- -------- -------- -------
Total real estate loans......... 13,817 21.10 17,854 29.82
------- ------- -------- -------
Consumer............................ 1,641 2.51 1,810 3.02
Commercial business................. 79 .12 93 .16
-------- --------- -------- -------
Total fixed-rate loans.......... 15,537 23.73 19,757 33.00
Adjustable-Rate Loans:
Real estate:
One- to four-family................ 38,755 59.18 30,367 50.73
Construction and development....... 4,737 7.23 3,385 5.65
Commercial......................... 5,101 7.79 5,070 8.47
Multi-family....................... 567 0.87 530 0.89
Land............................... 784 1.20 757 1.26
------- ------- -------- -------
Total real estate loans......... 49,944 76.27 40,109 67.00
------- ------- -------- -------
Total adjustable-rate loans..... 65,481 100.00% 59,866 100.00%
====== ======
Less:
Loans in process.................... (2,213) (1,575)
Deferred fees and discounts......... (278) (349)
Allowance for loan losses........... (123) (94)
-------- --------
Total loans receivable, net...... $62,867 $57,848
======= =======
</TABLE>
51
<PAGE>
The following schedule presents the loan maturities of the
Association's loan portfolio at October 31, 1996. Mortgages which have
adjustable or renegotiable interest rates are shown as terms to repricing. The
Association is unable to provide this information based on contractual
maturities. The schedule does not reflect the effects of possible prepayments or
enforcement of due-on-sale clauses.
<TABLE>
<CAPTION>
Real Estate
--------------------------------------------------------
One- to Four-Family and Multi-family,
Construction and Development Commercial and Land Consumer
---------------------------- ---------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Amount Rate Amount Rate Amount Rate
-------------------------------- ---------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
1 year or less(1).......... $22,834 7.74% $4,693 7.96% $819 9.89%
Over 1 year - 3 years...... 18,623 7.88 1,055 7.94 806 9.79
Over 3 years - 5 years..... 15,191 7.73 894 7.86 883 9.66
Over 5 years -
10 years.................. 3,386 8.45 286 8.56 47 10.34
Over 10 years -
20 years.................. 17,414 7.92 375 8.47 --- ---
Over 20 years.............. 642 8.09 --- --- --- ---
--------- ---- -------- ----- ------ -------
Total.................. $78,090 7.85% $7,303 7.99% $2,555 9.79%
======= ==== ====== ==== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Commercial Business Total
------------------------------------------------------
Weighted Weighted
Average Average
Amount Rate Amount Rate
------------- -----------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
1 year or less(1).......... $30 12.50% $28,376 7.84%
Over 1 year - 3 years...... 11 9.49 20,495 7.96
Over 3 years - 5 years..... --- --- 16,968 7.84
Over 5 years -
10 years.................. --- --- 3,719 8.48
Over 10 years -
20 years.................. --- --- 17,789 7.93
Over 20 years.............. --- --- 642 8.09
----- ------ -------- ----
Total.................. $41 11.69% $87,989 7.92%
=== ===== ======= ====
</TABLE>
- ----------
(1) Includes demand loans, loans having no stated maturity and
overdraft loans.
The total amount of loans due after October 31, 1997 which have
predetermined interest rates is $22,185,000, while the total amount of loans due
after such dates which have floating or adjustable interest rates is
$37,428,000.
52
<PAGE>
Under federal law, the aggregate amount of loans that the Association
is permitted to make to any one borrower is generally limited to 15% of
unimpaired capital and surplus (25% if the security for such loan has a "readily
ascertainable" value or 30% for certain residential development loans). At
October 31, 1996, based on the above, the Association's regulatory loan-to-one
borrower limit was approximately $1.38 million. On the same date, the
Association had no borrowers with outstanding balances in excess of this amount.
As of October 31, 1996, the largest dollar amount of indebtedness to one
borrower or group of related borrowers was a single loan of $891,000 secured by
commercial property leased to tenants involved in retail businesses. The next
largest loan had an outstanding balance of $349,000 at October 31, 1996 and is
secured by farm real estate and several single family homes. Such loans are
performing in accordance with their terms.
Loan applications are accepted by salaried loan officers at the
Association's office. Loan applications are presented for approval to the
Executive Committee of the Board of Directors or to the full Board of Directors,
depending on loan amount. All loans of $100,000 or more are approved by the full
Board of Directors. Decisions on loan applications are made on the basis of
detailed applications and property valuations (consistent with the Association's
written appraisal policy), by qualified independent appraisers (unless the
Association's exposure will be $25,000 or less). The loan applications are
designed primarily to determine the borrower's ability to repay and include
length of employment, past credit history and the amount of current
indebtedness. Significant items on the application are verified through use of
credit reports, financial statements, tax returns and/or confirmations. The
Association is an equal opportunity lender.
Generally, the Association requires an attorney's title opinion on its
mortgage loans as well as fire and extended coverage casualty insurance in
amounts at least equal to the principal amount of the loan or the value of
improvements on the property, depending on the type of loan. The Association
also requires flood insurance to protect the property securing its interest when
the property is located in a flood plain.
One- to Four-Family Residential Real Estate Lending
The cornerstone of the Association's lending program has long been the
origination of long-term permanent loans secured by mortgages on owner-occupied
one- to four-family residences. At October 31, 1996, $69.0 million, or 78.4% of
the Association's loan portfolio consisted of permanent loans on one- to
four-family residences. At that date, the average outstanding residential loan
balance was $48,000 and the largest outstanding residential loan had a principal
balance of $314,000. Virtually all of the residential loans originated by
Peoples Federal are secured by properties located in the Association's market
area. See "- Originations, Purchases and Sales of Loans."
Historically, Peoples Federal originated for retention in its own
portfolio 30-year fixed-rate loans secured by one- to four-family residential
real estate. Beginning in 1979, in order to reduce its exposure to changes in
interest rates, Peoples Federal began to originate adjustable rate mortgage
loans ("ARMs"), subject to market conditions and consumer preference. The
Association traditionally has not sold either its ARM nor its fixed-rate loan
production, and as a result of continued consumer demand, particularly during
periods of relatively low interest
53
<PAGE>
rates, for fixed-rate loans, Peoples Federal has continued to originate
fixed-rate residential loans in amounts and at rates which are monitored for
compliance with the Association's asset/liability management policy. Currently,
the Association originates fixed-rate loans with maturities of up to 20 years
for retention in it own portfolio. Limiting the contractual term to 20 years, as
opposed to the more traditional 30 year period, allows for accelerated principal
repayment and equity build up for the borrower. Currently, all such loans are
made on owner-occupied properties. All ARMs originated by the Association are
retained and serviced by it. At October 31, 1996, the Association had $18.9
million of fixed-rate permanent residential loans, constituting 21.5% of the
Association's loan portfolio at such date. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Asset/Liability
Management."
The Association has offered ARM loans at rates, terms and points
determined in accordance with market and competitive factors. The Association's
current one- to four-family residential ARMs are fully amortizing loans with
contractual maturities of up to 30 years. Applicants are qualified using a fully
indexed rate, and no ARMs allow for negative amortization. The interest rates on
the ARMs originated by Peoples Federal are generally subject to adjustment at
one, three, and five-year intervals based on a margin over the analogous
Treasury Securities Constant Maturity Index. Decreases or increases in the
interest rate of the Association's ARMs are generally limited to 6% above or
below the initial interest rate over the life of the loan, and up to 2% per
adjustment period. The Association's ARMs are not convertible into fixed-rate
loans, and do not contain prepayment penalties. ARM loans may be assumed on a
case by case basis with the Association's consent. At October 31, 1996, the
total balance of one- to four-family ARMs was $50.0 million, or 56.9% of the
Association's loan portfolio.
The Association offers several types of ARMs. One new offering is the
"7/1" loan. This product maintains a constant interest rate, and payment, for
the first seven years of the loan. Amortizable for up to 30 years, the loan will
adjust beginning in the eighth year, subject to the rate caps discussed above.
At October 31, 1996, the Association had $190,000 in "7/1" loans. In 1992, the
Association initiated a program specifically tailored to first time buyers.
These loans are made on a five year adjustable basis with a term up to 30 years.
The margin, which is lower than other products currently offered, is 200 basis
points. Additionally, somewhat higher debt-to-income ratios are permitted,
although mandatory escrows for taxes and insurance, an acceptable credit rating
and an employment history of at least one year are required. The maximum loan
amount under this program, which requires that the property be owner-occupied,
is currently $75,000, which can be the lesser of the purchase price or 90% of
appraised value. At October 31, 1996, the Association had approximately $6.5
million of new first-time home buyer loans in its portfolio.
As discussed above, the Association evaluates both the borrower's
ability to make principal, interest and escrow payments and the value of the
property that will secure the loan. Peoples Federal originates residential
mortgage loans with loan-to-value ratios up to 90%. On mortgage loans exceeding
an 90% loan-to-value ratio at the time of origination, Peoples Federal will
generally require private mortgage insurance in an amount intended to reduce the
Association's exposure to less than 90% of the appraised value of the underlying
property.
54
<PAGE>
The Association's residential mortgage loans customarily include
due-on-sale clauses giving the Association the right to declare the loan
immediately due and payable in the event that, among other things, the borrower
sells or otherwise disposes of the property subject to the mortgage and the loan
is not repaid.
Construction and Development Lending
The Association makes construction loans to individuals for the
construction of their primary or secondary residences and loans to builders or
developers for the construction of single-family homes, multi-family units and
commercial real estate projects. Loans to individuals for the construction of
their residences typically run for 12 months. The borrower pays interest only
during the construction period. Residential construction loans are generally
underwritten pursuant to the same guidelines used for originating permanent
residential loans. At October 31, 1996, the Association had 87 construction
loans with outstanding aggregate balances of $9.1 million secured by residential
property. Of such amount, $6.7 million was outstanding directly to borrowers
intending to live in the properties upon completion of construction. At that
same date, the Association had 18 construction loans with outstanding aggregate
balances of $2.2 million secured by one- to four-family residential property
built by builders who have pre-sold their houses to individual purchasers.
The Association makes loans to builders and developers to finance the
construction of residential property. Such loans generally have adjustable
interest rates based upon prime or treasury indexes with terms of from six
months to one year. The proceeds of the loan are advanced during construction
based upon the percentage of completion as determined by an inspection. The loan
amount normally does not exceed 90% of projected completed value for homes that
have been pre-sold to the ultimate occupant. For loans to builders for the
construction of homes not yet presold, which may carry a higher risk, the
loan-to value ratio is generally limited to 80%. Whether the Association is
willing to provide permanent takeout financing to the purchaser of the home is
determined independently of the construction loan by separate underwriting. In
the event that upon completion the house is not sold, the builder is required to
make principal and interest payments until the house is sold. The Association
also makes a limited number of commercial real estate construction loans on
substantially the same terms as loans to builders and developers to finance the
construction of residential property.
Development loans, which include loans to develop vacant or raw land,
are made to various builders and developers with whom the Association has had
long-standing relationships. All of such loans are secured by land zoned for
residential developments and located within the Association's market area.
Proceeds are used for excavation, utility placements and street improvements.
Disbursements related to acquisition and development land loans are typically
based on the construction cost estimate of an independent architect or engineer
who inspects the project in connection with significant disbursement requests.
As lots are sold, a portion of the sale price is applied to the principal of the
outstanding loan. Interest payments are required at regular intervals (quarterly
or semi-annually) and loan terms typically are written for three years. At
October 31, 1996, the Association had $246,000 or 0.28% of gross loans
receivable in this category.
55
<PAGE>
Construction and development lending generally affords the Association
an opportunity to receive interest at rates higher than those obtainable from
residential lending and to receive higher origination and other loan fees. In
addition, such loans are generally made for relatively short terms.
Nevertheless, construction lending to persons other than owner-occupants is
generally considered to involve a higher level of credit risk than one- to
four-family permanent residential lending due to the concentration of principal
in a limited number of loans and borrowers and the effects of general economic
conditions on construction projects, real estate developers and managers. In
addition, the nature of these loans is such that they are more difficult to
evaluate and monitor. The Association's risk of loss on a construction or
development loan is dependent largely upon the accuracy of the initial estimate
of the property's value upon completion of the project and the estimated cost
(including interest) of the project. If the estimate of value proves to be
inaccurate, the Association may be confronted, at or prior to the maturity of
the loan, with a project with a value which is insufficient to assure full
repayment and/or the possibility of having to make substantial investments to
complete and sell the project. Because defaults in repayment may not occur
during the construction period, it may be difficult to identify problem loans at
an early stage. When loan payments become due, the cash flow from the property
may not be adequate to service the debt. In such cases, the Association may be
required to modify the terms of the loan.
Commercial Real Estate Lending
The Association's commercial real estate loan portfolio consists of
loans on a variety of non-residential properties including retail facilities,
small office buildings, farm real estate and churches. At October 31, 1996, the
Association's largest commercial real estate loan totalled $891,000. At that
date, the Association had 60 other commercial real estate loans, all totalling
$5.5 million or 6.2 % of gross loans receivable. As of October 31, 1996,
$304,000 of these loans were non-performing.
The Association has originated both adjustable- and fixed-rate
commercial real estate loans, although most current originations have adjustable
rates. Rates on the Association's adjustable-rate commercial real estate loans
generally adjust in a manner consistent with the Association's one- to
four-family residential ARMs, although five year adjustment periods are not
currently offered. Commercial real estate loans are generally underwritten in
amounts of up to 75% of the appraised value of the underlying property.
Appraisals on properties securing commercial real estate loans
originated by the Association are performed by a qualified independent appraiser
at the time the loan is made. In addition, the Association's underwriting
procedures generally require verification of the borrower's credit history,
income and financial statements, banking relationships, references and income
projections for the property. Personal guarantees are generally obtained for the
Association's commercial real estate loans.
Substantially all of the commercial real estate loans originated by the
Association are secured by properties located within the Association's market
area.
56
<PAGE>
The table below sets forth by type of security property the estimated
number, loan amount and outstanding balance of Peoples Federal's commercial real
estate loans at October 31, 1996.
<TABLE>
<CAPTION>
Outstanding
Number of Original Principal
Loans Loan Amount Balance
---------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C>
Office......................................... 21 $2,244 $1,624
Retail......................................... 2 1,021 989
Farm real estate............................... 37 3,902 2,780
Churches....................................... 1 120 97
--- ------- --------
Total....................................... 61 $7,287 $5,490
== ====== ======
</TABLE>
Commercial real estate loans generally present a higher level of risk
than loans secured by one- to four-family residences. This greater risk is due
to several factors, including the concentration of principal in a limited number
of loans and borrowers, the effects of general economic conditions on income
producing properties and the increased difficulty of evaluating and monitoring
these types of loans. Furthermore, the repayment of loans secured by commercial
real estate is typically dependent upon the successful operation of the related
real estate project. If the cash flow from the project is reduced (for example,
if leases are not obtained or renewed), the borrower's ability to repay the loan
may be impaired.
Multi-Family Lending
The Association has historically made permanent multi-family loans in
its primary market area. However, the Association has generally decreased this
component as a percentage of its loan portfolio in recent years and the current
amount of such loans is insignificant, totalling $456,000 or .5% of gross loans
receivable. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Asset/Liability Management."
The Association's multi-family loan portfolio includes loans secured by
five or more unit residential buildings located primarily in the Association's
market area.
Consumer Lending
Management believes that offering consumer loan products helps to
expand the Association's customer base and to create stronger ties to its
existing customer base. In addition, because consumer loans generally have
shorter terms to maturity and carry higher rates of interest than do residential
mortgage loans, they can be valuable asset/liability management tools. The
Association currently originates substantially all of its consumer loans in its
market area. At October 31, 1996, the Association's consumer loans totalled $2.6
million or 2.9% of the Association's gross loan portfolio.
57
<PAGE>
Peoples Federal offers a variety of secured consumer loans, including
automobile loans, loans secured by savings deposits, home equity lines of credit
and home improvement loans. Although the Association primarily originates
consumer loans secured by real estate, deposits or other collateral, the
Association also makes unsecured personal loans.
The largest component of the Association's consumer lending program is
its automobile loans. At October 31, 1996, automobile loans totalled $1.3
million or 1.4% of gross loans receivable. The Association makes loans directly
to the consumer to aid in the purchase of new and used vehicles, which serve as
collateral for the loan. The Association also employs other underwriting
criteria discussed below in deciding whether to extend credit.
The Association otherwise uses the same underwriting standards for
home equity lines of credit as it uses for one- to four-family residential
mortgage loans. The Association's home equity lines of credit are originated in
amounts which, together with the amount of the first mortgage, generally do not
exceed 80% of the appraised value of the property securing the loan.
At October 31, 1996, the Association had $254,000 of home equity lines of
credit and an additional $342,000 of additional funds committed, but undrawn,
under such lines.
The Association also offers a credit card program as an accommodation
to existing customers. At October 31, 1996, approximately 260 credit cards had
been issued, with an aggregate outstanding loan balance of $66,000 and unused
credit available of $305,000. The Association presently charges an annual
membership fee of $10.00 and a fixed annual rate of interest on these credit
cards.
The terms of other types of consumer loans vary according to the type
of collateral, length of contract and creditworthiness of the borrower. The
underwriting standards employed by the Association for consumer loans include a
determination of the applicant's payment history on other debts and an
assessment of the borrower's ability to meet payments on the proposed loan along
with his existing obligations. In addition to the creditworthiness of the
applicant, the underwriting process also includes a comparison of the value of
the security, if any, in relation to the proposed loan amount.
Consumer loans may entail greater risk than residential mortgage loans,
particularly in the case of consumer loans which are unsecured or secured by
rapidly depreciable assets such as automobiles. In such cases, any repossessed
collateral for defaulted consumer loans may not provide adequate sources of
repayment for the outstanding loan balances as a result of the greater
likelihood of damage, loss or depreciation. In addition, consumer loan
collections are dependent on the borrower's continuing financial stability, and
thus are more likely to be affected by adverse personal circumstances.
Furthermore, the application of various federal and state laws, including
federal and state bankruptcy and insolvency laws, may limit the amount which can
be recovered on such loans.
Land Lending
Peoples Federal makes loans to individuals who purchase and hold land
for various reasons, such as the future construction of a residence. Such loans
are generally originated with
58
<PAGE>
terms of three years and have maximum loan to value ratios of 75%. At October
31, 1996, the Association had $1.4 million or 1.5% of gross loans receivable in
land loans.
Land lending generally affords the Association an opportunity to
receive interest at rates higher than those obtainable from residential lending.
In addition, land loans are limited to a maximum 75% loan-to-value and are made
with fixed and adjustable rates of interest and for relatively short terms.
Nevertheless, land lending is generally considered to involve a higher level of
credit risk due to the fact that funds are advanced upon the security of the
land, which is of uncertain value prior to its development.
Commercial Business Lending
In order to increase the yield and interest rate sensitivity of its
loan portfolio and in order to satisfy the demand for financial services
available to individuals and businesses in its primary market area, the
Association has maintained a very small portfolio of commercial business loans.
Unlike residential mortgage loans, which generally are made on the basis of the
borrower's ability to make repayment from his or her employment and other
income, and which are secured by real property whose value tends to be more
easily ascertainable, commercial business loans are generally of higher risk and
typically are made on the basis of the borrower's ability to make repayment from
the cash flow of the borrower's business. As a result, the availability of funds
for the repayment of commercial business loans may be substantially dependent on
the success of the business itself (which, in turn, may be dependent upon the
general economic environment). During the past five years, the Association has
made commercial business loans to businesses such as small retail operations,
small manufacturing concerns and professional firms. The Association's
commercial business loans almost always include personal guarantees and are
usually, but not always, secured by business assets, such as accounts
receivable, equipment, inventory and real estate. However, the collateral
securing the loans may depreciate over time, may be difficult to appraise and
may fluctuate in value based on the success of the business.
Most of the Association's commercial business loans have terms ranging
from three months to one year and carry fixed interest rates. The underwriting
process for commercial business loans generally includes consideration of the
borrower's financial statements, tax returns, projections of future business
operations and inspection of the subject collateral, if any. At October 31,
1996, commercial business loans totalled $41,000 or .05% of the Association's
gross loans receivable.
Originations, Purchases and Sales of Loans
The Association originates real estate and other loans through
employees located at the Association's office. Walk-in customers and referrals
from real estate brokers and builders are also important sources of loan
originations. The Association has historically not utilized the services of
mortgage or loan brokers, nor purchased or sold loans from or to other lenders.
While a portfolio lender, the Association may in the future evaluate loan sale
opportunities as they arise and make sales depending on market conditions.
59
<PAGE>
The following table shows the loan origination and repayment activities
of the Association for the periods indicated.
<TABLE>
<CAPTION>
Four Months
Ended
October 31, Year Ended June 30,
1996 1996 1995 1994
--------------------------------------------------
(In Thousands)
Originations by type:
Adjustable rate:
<S> <C> <C> <C> <C>
Real estate - one- to four-family.................. $ 6,648 $15,044 $13,961 $15,175
- commercial......................... 1,030 1,366 747 1,391
- multi-family....................... --- 180 --- 265
Non-real estate - consumer......................... --- --- --- ---
- commercial business........... --- --- --- ---
--------- ---------- ---------- ----------
Total adjustable-rate....................... 7,678 16,590 14,708 16,831
------- -------- ------- --------
Fixed rate:
Real estate - one- to four-family.................. 3,532 9,458 2,964 3,958
- commercial......................... 201 121 25 77
- multi-family....................... --- --- --- ---
Non-real estate - consumer......................... 802 2,087 1,855 1,245
- commercial business........... --- 87 79 135
--------- --------- --------- ---------
Total fixed-rate............................ 4,535 11,753 4,923 5,415
------- ------- -------- --------
Total loans originated...................... 12,213 28,343 19,631 22,246
------- -------- -------- --------
Principal repayments............................... (6,599) (21,939) (14,115) (18,112)
-------- -------- -------- --------
Total reductions............................ (6,599) (21,939) (14,115) (18,112)
Increase (decrease) in other items, net(1)........... (63) (52) (149) (269)
--------- -------- -------- --------
Net increase (decrease)..................... $ 5,551 $ 6,352 $ 5,367 $ 3,865
======== ======= ======= =======
</TABLE>
- --------------
(1) Includes allowance for loan losses, net deferred loan origination fees and
transfers to foreclosed assets.
Delinquencies and Non-Performing Assets
Delinquency Procedures. When a borrower fails to make a required
payment on a loan, the Association attempts to cause the delinquency to be cured
by contacting the borrower. A late notice is sent on all loans over 30 days
delinquent. Another late notice is sent 60 days after the due date followed by a
letter from the President of the Association.
If the delinquency is not cured by the 90th day, the customer may be
provided written notice that the account will be referred to counsel for
collection and foreclosure, if necessary. A good faith effort by the borrower at
this time will defer foreclosure for a reasonable length of time depending on
individual circumstances. The Association may agree to accept a deed in lieu of
foreclosure. If it becomes necessary to foreclose, the property is sold at
public sale and the Association may bid on the property to protect its interest.
The decision to foreclose is made by the Senior Loan Officer after discussion
with the members of the Executive Committee or Board of Directors.
Consumer loans are charged off if they remain delinquent for 120 days
unless the borrower and lender agree on a payment plan. If terms of the plan are
not met, they are then
60
<PAGE>
subject to charge off. The Association's procedures for repossession and sale of
consumer collateral are subject to various requirements under Ohio consumer
protection laws.
Real estate acquired by Peoples Federal as a result of foreclosure or
by deed in lieu of foreclosure is classified as real estate owned until it is
sold. When property is acquired by foreclosure or deed in lieu of foreclosure,
it is recorded at the lower of cost or estimated fair value, less estimated
selling costs, at the date of acquisition, and any write-down resulting
therefrom is charged to the allowance for loan losses. Subsequent decreases in
the value of the property are charged to operations through the creation of a
valuation allowance. After acquisition, all costs incurred in maintaining the
property are expensed. Costs relating to the development and improvement of the
property, however, are capitalized to the extent of estimated fair value less
estimated costs to sell.
The following table sets forth the Association's loan delinquencies by
type, by amount and by percentage of type at October 31, 1996.
<TABLE>
<CAPTION>
Loans Delinquent For:
60-89 Days 90 Days and Over Total Delinquent Loans
---------------------------------------------------------------------- --------------------------------
Percent Percent Percent
of Loan of Loan of Loan
Number Amount Category Number Amount Category Number Amount Category
--------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real Estate:
One- to four-family...... 14 $599 0.87% 29 $ 778 1.13% 43 $1,377 2.00%
Construction and
development............. 1 33 0.36 --- --- --- 1 33 0.36
Commercial............... --- --- --- 5 304 5.54 5 304 5.54
Multi-family............. --- --- --- --- --- --- --- --- ---
Land..................... --- --- --- 1 49 3.61 1 49 3.61
Consumer................... 7 29 1.14 7 22 0.86 14 51 2.00
Commercial business........ --- --- --- --- --- --- --- --- ---
---- ------ ----- -------- ---- -------
Total................. 22 $661 0.75% 42 $1,153 1.31% 64 $1,814 2.06%
==== ==== ==== ====== === ======
</TABLE>
Classification of Assets. Federal regulations require that each savings
institution classify its own assets on a regular basis. In addition, in
connection with examinations of savings institutions, OTS and FDIC examiners
have authority to identify problem assets and, if appropriate, require them to
be classified. There are three classifications for problem assets: Substandard,
Doubtful and Loss. Substandard assets have one or more defined weaknesses and
are characterized by the distinct possibility that the Association will sustain
some loss if the deficiencies are not corrected. Doubtful assets have the
weaknesses of Substandard assets, with the additional characteristics that the
weaknesses make collection or liquidation in full on the basis of currently
existing facts, conditions and values questionable, and there is a high
possibility of loss. An asset classified Loss is considered uncollectible and of
such little value that continuance as an asset on the balance sheet of the
institution, without establishment of a specific valuation allowance or
charge-off, is not warranted. Assets classified as Substandard or Doubtful
require the institution to establish prudent general allowances for loan losses.
If an asset or portion thereof is classified as a Loss, the institution may
charge off such amount
61
<PAGE>
against the loan loss allowance. If an institution does not agree with an
examiner's classification of an asset, it may appeal this determination to the
District Director of the OTS.
On the basis of management's review of its assets, at October 31, 1996,
the Association had classified a total of $902,000 of its loans, as follows:
<TABLE>
<CAPTION>
One- to Four- Commercial
Family Real Estate Land Consumer Total
---------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Substandard................ $620 $211 $49 $15 $895
Doubtful................... --- --- --- --- ---
Loss....................... --- --- --- 7 7
------ ------ ---- ---- -----
$620 $211 $49 $22 $902
==== ==== === === ====
</TABLE>
Peoples Federal's classified assets consist of the (i) non-performing
loans and (ii) loans and other assets of concern discussed herein. As of the
date hereof, these asset classifications are consistent with those of the OTS
and FDIC.
62
<PAGE>
The table below sets forth the amounts and categories of non-performing
assets. Interest income on loans is accrued over the term of the loans based
upon the principal outstanding except where serious doubt exists as to the
collectibility of a loan, in which case the accrual of interest is discontinued.
For all years presented, the Association has had no troubled debt restructurings
(which involve forgiving a portion of interest or principal on any loans or
making loans at a rate materially less than that of market rates). Foreclosed
assets include assets acquired in settlement of loans.
<TABLE>
<CAPTION>
June 30,
October 31, -------------------------------------------------------------
1996 1996 1995 1994 1993 1992
------------- ---------- ---------- ---------- ---------- -------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Non-accruing loans:
One- to four-family........................... $ 620 $ 564 $ 494 $ 711 $ 664 $ 753
Construction and development.................. --- --- --- --- --- ---
Commercial real estate........................ 211 211 --- 17 18 47
Multi-family.................................. --- --- --- --- --- ---
Land.......................................... 49 51 214 192 --- ---
Consumer...................................... --- --- --- --- --- ---
Commercial business........................... --- --- --- --- --- ---
------- ------- ------- ------- ------- -------
Total...................................... 880 826 708 920 682 800
------- ------- ------- ------- ------- -------
Accruing loans delinquent more than 90 days:
One- to four-family........................... 158 326 604 564 1,337 1,221
Construction and development.................. --- --- --- --- --- ---
Commercial real estate........................ 93 58 86 35 105 218
Multi-family.................................. --- --- --- --- --- ---
Land.......................................... --- --- --- --- --- ---
Consumer...................................... 22 11 20 7 --- 12
Commercial business........................... --- --- --- --- 17 ---
------- ------- ------- ------- ------- -------
Total...................................... 273 395 710 606 1,459 1,451
------- ------- ------- ------- ------- -------
Foreclosed assets:
One- to four-family........................... --- --- --- --- --- ---
Construction and development.................. --- --- --- --- --- ---
Commercial real estate........................ --- --- --- --- 218 ---
Multi-family.................................. --- --- --- 74 --- ---
Land.......................................... --- --- --- --- --- ---
Consumer...................................... --- --- --- --- --- ---
Commercial business........................... --- --- --- --- --- ---
------- ------- ------- ------- ------- -------
Total...................................... --- --- --- 74 218 ---
------- ------- ------- ------- ------- -------
Total non-performing assets..................... $1,153 $1,221 $1,418 $1,600 $2,359 $2,251
======= ======= ====== ====== ====== ======
Total as a percentage of total assets........... 1.28% 1.41% 1.80% 2.10% 3.26% 3.09%
==== ==== ==== ==== ==== ====
</TABLE>
For the four months ended October 31, 1996 gross interest income which
would have been recorded had the non-accruing loans been current in accordance
with their original terms amounted to $26,057. The amount that was included in
interest income on such loans was $16,059 for the four months ended October 31,
1996.
63
<PAGE>
Other Assets of Concern. As of October 31, 1996, the Association had no
assets that are not now disclosed because of known information about the
possible credit problems of the borrowers or the cash flows of the security
property which would cause management to have some doubts as to the ability of
the borrowers to comply with present loan repayment terms and which may result
in the future inclusion of such item in the non-performing asset categories.
Allowance for Loan Losses. The allowance for loan losses is established
through a provision for loan losses charged to earnings based on management's
evaluation of the risk inherent in its entire loan portfolio and changes in the
nature and volume of its loan activity. Such evaluation, which includes a review
of all loans of which full collectibility may not be reasonably assured,
considers the estimated net realizable value of the underlying collateral,
economic conditions, historical loan loss experience and other factors that
warrant recognition in providing for an adequate allowance for loan losses. In
determining the general reserves under these policies, historical charge-offs
and recoveries, changes in the mix and levels of the various types of loans, net
realizable values, the current loan portfolio and current economic conditions
are considered. Management also considers the Association's non-performing
assets in establishing its allowance for loan losses.
As of October 31, 1996, the Association's allowance for loan losses as
a percent of gross loans receivable and as a percent of non-performing loans
amounted to 0.37% and 28.3%, respectively. In light of the level of
non-performing assets to total assets and the nature of these assets, management
believes that the allowance for loan losses is adequate. While management
believes that it uses the best information available to determine the allowance
for loan losses, unforeseen market conditions could result in adjustments to the
allowance for loan losses, and net earnings could be significantly affected, if
circumstances differ substantially from the assumptions used in making the final
determination.
64
<PAGE>
The following table sets forth an analysis of the Association's
allowance for loan losses.
<TABLE>
<CAPTION>
Four Months
Ended Year Ended June 30,
October 31, ------------------------------------------
1996 1996 1995 1994 1993 1992
------------ -------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of period....................... $307 $251 $198 $123 $ 94 $ 54
Charge-offs:
One- to four-family................................ 2 9 --- 1 --- 3
Construction and development....................... --- --- --- --- --- ---
Commercial real estate............................. --- --- --- --- --- ---
Multi-family....................................... --- --- --- --- --- ---
Consumer........................................... 3 6 4 14 18 14
Commercial business................................ --- --- --- --- --- ---
------ ------ ------ ------ ------ ------
5 15 4 15 18 17
----- ----- ----- ----- ----- -----
Recoveries:
One- to four-family................................ --- 1 --- --- --- ---
Construction and development....................... --- --- --- --- --- ---
Commercial real estate............................. --- --- --- --- --- ---
Multi-family....................................... --- --- --- --- --- ---
Consumer........................................... 4 2 2 7 6 4
Commercial business................................ --- --- --- --- --- ---
------ ------ ------ ------ ------ ------
4 3 2 7 6 4
------ ------ ------ ------ ----- ------
Net charge-offs...................................... 1 12 2 8 12 13
Additions charged to operations...................... 20 68 55 83 41 53
----- ----- ----- ----- ----- ------
Balance at end of period............................. $326 $307 $251 $198 $123 $ 94
==== ==== ==== ==== ==== =====
Ratio of net charge-offs during the period to
average loans outstanding(1) during the period...... ---% 0.02% ---% 0.01% 0.02% 0.02%
===== ==== ==== ==== ==== ====
Ratio of net charge-offs during the period to
non-performing assets at the end of the period...... 0.09% 0.98% 0.14% 0.50% 0.51% 0.58%
==== ==== ==== ==== ==== ====
</TABLE>
- ----------
(1) Calculated net of deferred loan fees, loan discounts, loans in
process, and loss reserves.
65
<PAGE>
The distribution of the Association's allowance for losses on loans at
the dates indicated is summarized as follows:
<TABLE>
<CAPTION>
June 30,
October 31, -------------------------------------------------------------------------
1996 1996 1995
-------------------------------------------------------------------- ----------------------------------
Percent Percent Percent
of Loans of Loans of Loans
Loan in Each Loan in Each Loan in Each
Amount of Amounts Category Amount of Amounts Category Amount of Amounts Category Amount of
Loan Loss by to Total Loan Loss by to Total Loan Loss by to Total Loan Loss
Allowance Category Loans Allowance Category Loans Allowance Category Loans Allowance
--------- -------- ------- --------- -------- ------- --------- -------- ------- ---------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One- to four-family..... $ 227 $68,969 78.38% $ 211 $65,448 79.60% $ 179 $59,181 78.95% $ 126
Construction and
development........... 7 9,121 10.37 4 7,091 8.63 5 6,639 8.86 3
Commercial real estate.. 36 5,490 6.24 36 5,302 6.45 7 5,750 7.67 2
Multi-family............ 1 456 .52 1 485 .59 --- 335 .45 ---
Land.................... 2 1,357 1.54 2 1,342 1.63 21 909 1.21 29
Consumer................ 53 2,555 2.90 53 2,468 3.00 39 2,125 2.83 38
Commercial business..... --- 41 .05 --- 81 .10 --- 22 .03 ---
Unallocated............. --- --- --- --- --- --- --- --- --- ---
------- ---------- ------ ------- --------- ------ ------- -------- ------ -----
Total.............. $ 326 $87,989 100.00% $ 307 $82,217 100.00% $ 251 $74,961 100.00% $ 198
===== ======= ====== ===== ======= ====== ===== ======= ====== =====
</TABLE>
<TABLE>
<CAPTION>
June 30,
-----------------------------------------------------------------------------------------
1994 1993 1992
-----------------------------------------------------------------------------------------
Percent Percent Percent
of Loans of Loans of Loans
Loan in Each Loan in Each Loan in Each
Amounts Category Amount of Amounts Category Amount of Amounts Category
by to total Loan Loss by to Total Loan Loss by to Total
Category Loans Allowance Category Loans Allowance Category Loans
-------- ------- --------- -------- -------- ---------- -------- ---------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
One- to four-family..... $53,531 77.64% $ 85 $51,547 78.72% $ 58 $46,079 76.97%
Construction and
development........... 6,254 9.07 --- 5,185 7.92 --- 4,498 7.51
Commercial real estate.. 6,080 8.82 --- 5,595 8.54 --- 5,726 9.56
Multi-family............ 579 .84 --- 624 .95 --- 855 1.43
Land.................... 805 1.16 --- 810 1.24 --- 805 1.35
Consumer................ 1,645 2.39 38 1,641 2.51 36 1,810 3.02
Commercial business..... 55 .08 --- 79 .12 --- 93 .16
Unallocated............. --- --- --- --- --- --- --- ---
---------- ---- ------- ---------- ---- ------- ------- -------
Total.............. $68,949 100.00% $ 123 $65,481 100.00% $ 94 $59,866 100.00%
======= ====== ===== ======= ====== ===== ======= ======
</TABLE>
66
<PAGE>
Investment Activities
As part of its asset/liability management strategy, the Association
invests in U.S. government and agency obligations to supplement its lending
activities. The Association's investment policy also allows for investments in
overnight funds, mortgage-backed securities and certificates of deposit. The
Association may consider the expansion of investments into other securities if
deemed appropriate. At October 31, 1996, the Association did not own any
securities of a single issuer which exceeded 10% of the Association's retained
earnings, other than U.S. government or federal agency obligations. See Note 2
of the Notes to the Financial Statements for additional information regarding
the Association's investment securities portfolio.
The Association is required by federal regulations to maintain a
minimum amount of liquid assets that may be invested in specified securities and
is also permitted to make certain other securities investments. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital." Cash flow projections are regularly
reviewed and updated to assure that adequate liquidity is provided. As of
October 31, 1996, the Association's liquidity ratio (liquid assets as a
percentage of net withdrawable savings and current borrowings) was 6.8% as
compared to the OTS requirement of 5.0%.
All of the Association's investment securities are classified as held
to maturity. The Association may elect to classify investment securities
acquired in the future as trading securities or as available for sale, instead
of as held to maturity, but there are no current plans to do so.
67
<PAGE>
The following table sets forth the composition of the Association's
investment securities at the dates indicated.
<TABLE>
<CAPTION>
October 31, June 30,
1996 1996 1995
-------------------------- -------------------------- -----------------------
Book % of Book % of Book % of
Value Total Value Total Value Total
(Dollars in Thousands)
Investment securities:
<S> <C> <C> <C> <C>
U.S. government securities...................... $ --- -- $ --- ---% $ 498 13.39%
Federal agency obligations...................... 2,099 72.93 2,598 59.52 2,600 69.89
Time deposits................................... 100 3.48 1,100 25.20 --- ---
-------- ------ ------ ------ ------- ------
Subtotal..................................... 2,199 76.41 3,698 84.72 3,098 83.28
FHLB stock........................................ 679 23.59 667 15.28 622 16.72
-------- ------ ------ ------ ------- ------
Total investment securities and FHLB stock... $ 2,878 100.00% $4,365 100.00% $ 3,720 100.00%
======= ====== ====== ====== ======= ======
Average remaining life of investment securities
and time deposits............................... 1.52 years 1.21 years 1.89 years
Other interest-earning assets:
Interest-bearing deposits with banks............ $ 1,181 100.00% $1,355 57.54% $ 655 56.71%
Overnight deposits.............................. --- --- 1,000 42.46 500 43.29
-------- ------ ------ ------ ------- ------
Total........................................ $ 1,181 100.00% $2,355 100.00% $1,155 100.00%
======= ====== ====== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
June 30,
1994
----------------------
Book % of
Value Total
----- -----
(Dollars in Thousands)
<S> <C> <C>
Investment securities:
U.S. government securities...................... $ 496 11.90%
Federal agency obligations...................... 3,100 74.38
Time deposits................................... --- ---
------- -------
Subtotal..................................... 3,596 86.28
FHLB stock........................................ 572 13.72
------- -------
Total investment securities and FHLB stock... $4,168 100.00%
======= =======
Average remaining life of investment securities
and time deposits............................... 1.91 years
Other interest-earning assets:
Interest-bearing deposits with banks............ $1,171 36.93%
Overnight deposits.............................. 2,000 63.07
------ ------
Total........................................ $3,171 100.00%
====== ======
</TABLE>
68
<PAGE>
The composition and maturities of the time deposit and investment
securities portfolios, excluding FHLB stock, are indicated in the following
table.
<TABLE>
<CAPTION>
October 31, 1996
-------------------------------------------------------------------------------
Less Than 1 to 5 5 to 10 Over Total Investment Securities
1 Year Years Years 10 Years and Time Deposit
-------------------------------------------------------------------------------
Book Value Book Value Book Value Book Value Book Value Fair Value
-------------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Time deposits............................... $100 $ --- $ --- $ --- $ 100 $ 100
Federal agency obligations.................. 100 1,999 --- --- 2,099 2,091
---- ------- ------ ------ ------- -------
Total investment securities and time
deposits.................................. $200 $1,999 $ --- $ --- $2,199 $2,191
==== ====== ====== ====== ====== ======
Weighted average yield...................... 4.85% 5.66% ---% ---% 5.59% 5.59%
</TABLE>
Mortgage-Backed Securities. The Association has no mortgage-backed
securities. From time to time, the Association has considered purchasing such
securities to supplement loan production or for other reasons, and reserves the
right to do so in the future, but the Association currently has no plans to
purchase such securities.
Sources of Funds
General. The Association's primary sources of funds are deposits,
amortization and prepayment of loan principal, maturities of investment
securities, short-term investments and funds provided from operations as well as
FHLB advances.
Deposits. Peoples Federal offers a variety of deposit accounts having a
wide range of interest rates and terms. The Association's deposits consist of
passbook accounts, statement savings, NOW accounts, Christmas Club and money
market and certificate accounts. The Association relies primarily on
advertising, including newspaper and radio, competitive pricing policies and
customer service to attract and retain these deposits. Neither premiums nor
brokered deposits are utilized.
The flow of deposits is influenced significantly by general economic
conditions, changes in money market and prevailing interest rates and
competition. See "- Competition."
The variety of deposit accounts offered by the Association has allowed
it to be competitive in obtaining funds and to respond with flexibility to
changes in consumer demand. The Association has become more susceptible to
short-term fluctuations in deposit flows, as customers have become more interest
rate conscious. The Association manages the pricing of its deposits in keeping
with its asset/liability management, profitability and growth objectives. Based
on its experience, the Association believes that its passbook, demand and NOW
accounts are relatively stable sources of deposits. However, the ability of the
Association to attract and maintain certificate deposits, and the rates paid on
these deposits, has been and will continue to be significantly affected by
market conditions.
69
<PAGE>
The following table sets forth the savings flows at the Association
during the periods indicated.
<TABLE>
<CAPTION>
Four Months
Ended Year Ended June 30,
October 31, ----------------------------------
1996 1996 1995 1994
------- ------- ------- -------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Opening balance............................. $77,318 $70,306 $68,367 $65,168
Deposits.................................... 29,506 70,928 63,924 63,469
Withdrawals................................. 27,878 66,928 64,399 62,427
Interest credited........................... 933 3,012 2,414 2,157
------- ------- ------- -------
Ending balance.............................. $79,879 $77,318 $70,306 $68,367
======= ======= ======= =======
Net increase (decrease)..................... $ 2,561 $ 7,012 $ 1,939 $ 3,199
======= ======= ======= =======
Percent increase (decrease) 3.31% 9.97% 2.84% 4.91%
==== ==== ==== ====
</TABLE>
70
<PAGE>
The following table sets forth the dollar amount of savings deposits in
the various types of deposit programs offered by the Association at the dates
indicated.
<TABLE>
<CAPTION>
October 31, June 30,
1996 1996 1995 1994
-------------------------------------------------------------------------------------------
Percent Percent Percent Percent
Amount of Total Amount of Total Amount of Total Amount of Total
(Dollars in Thousands)
Transactions and Savings Deposits:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Noninterest bearing demand........ $ 142 0.18% $ 118 0.15 $ 158 0.22 $ 94 0.14%
Savings Accounts - 3.05%......... 16,950 21.16 19,039 24.60 18,439 26.19 20,791 30.38
NOW Accounts - 2.42%.............. 3,256 4.07 3,184 4.11 3,257 4.63 3,026 4.42
Money Market Accounts - 2.50%..... 1,053 1.31 1,236 1.60 1,455 2.07 1,889 2.76
------- ------- --------- -------- -------- ------- ------- -------
Total Non-Certificates............ 21,401 26.72 23,577 30.46 23,309 33.11 25,800 37.70
------- ------- -------- ------- -------- ------ ------- ------
Certificates:
0.00 - 1.99%.................... --- --- --- --- --- --- --- ---
2.00 - 3.99%.................... 2 --- 2 --- 35 0.05 8,057 11.77
4.00 - 5.99%.................... 28,681 35.82 32,233 41.64 31,129 44.22 33,781 49.36
6.00 - 7.99%.................... 29,795 37.20 21,506 27.79 15,775 22.41 314 0.46
8.00 - 9.99%.................... --- --- --- --- 58 0.08 415 0.61
10.00% and over................... --- --- --- --- --- --- --- ---
---------- ------- ---------- -------- ---------- -------- --------- -------
Total Certificates................ 58,478 73.02 53,741 69.43 46,997 66.76 42,567 62.20
-------- ------ -------- ------ -------- ------ ------- ------
Accrued Interest.................. 211 0.26 82 0.11 92 0.13 74 0.10
--------- ------- --------- ------- --------- ------- --------- -------
Total Deposits.................... $80,090 100.00% $77,400 100.00% $70,398 100.00% $68,441 100.00%
======= ====== ======= ====== ======= ====== ======= ======
</TABLE>
71
<PAGE>
The following table shows rate and maturity information for the
Association's certificates of deposit as of October 31, 1996.
<TABLE>
<CAPTION>
2.00- 4.00- 6.00- Percent
3.99% 5.99% 7.99% Total of Total
-------------------------- -------------------------- ----------
(Dollars in Thousands)
Certificate accounts
maturing
in quarter ending:
<S> <C> <C> <C> <C> <C>
December 31, 1996.............. $ --- $3,956 $ 753 $4,709 8.05%
March 31, 1997................. --- 5,008 2,744 7,752 13.26
June 30, 1997.................. --- 3,855 1,469 5,324 9.10
September 30, 1997............. --- 2,845 3,100 5,945 10.17
December 31, 1997.............. --- 2,664 2,221 4,885 8.35
March 31, 1998................. --- 1,224 4,435 5,659 9.68
June 30, 1998.................. --- 2,008 6,227 8,235 14.08
September 30, 1998............. --- 2,322 2,852 5,174 8.85
December 31, 1998.............. --- 1,604 1,083 2,687 4.60
March 31, 1999................. --- 2,525 470 2,995 5.12
June 30, 1999.................. --- 265 643 908 1.55
September 30, 1999............. --- 42 59 101 .17
Thereafter..................... 2 363 3,739 4,104 7.02
---- --------- -------- --------- -------
Total....................... $ 2 $28,681 $29,795 $ 58,478 100.00%
==== ======= ======= ======== ======
Percent of total............ ---% 49.05% 50.95%
===== ====== ======
</TABLE>
At October 31, 1996 the Association had approximately $4.8 million in
certificate accounts in amounts of $100,000 or more maturing as follows:
<TABLE>
<CAPTION>
Weighted
Maturity Period Amount Average Rate
--------------- ------ ------------
(Dollars in thousands)
<S> <C> <C>
Three months or less.......................................... $ 518 4.92%
Over three through six months................................. 804 5.81
Over six through 12 months.................................... 745 5.59
Over 12 months................................................ 2,743 6.20
-------
Total......................................................... $4,810 5.90
======
</TABLE>
For additional information regarding the composition of the
Association's deposits, see Note 7 of Notes to Financial Statements.
Borrowings. Peoples Federal's other available sources of funds, not
currently utilized, include advances from the FHLB of Cincinnati and other
borrowings. As a member of the FHLB of Cincinnati, the Association is required
to own capital stock in the FHLB of Cincinnati and is authorized to apply for
advances from the FHLB of Cincinnati. Each FHLB credit program has its own
interest rate, which may be fixed or variable, and range of maturities. The
72
<PAGE>
FHLB of Cincinnati may prescribe the acceptable uses for these advances, as well
as limitations on the size of the advances and repayment provisions.
The following table sets forth the maximum month-end balance and
average balance of FHLB advances for the periods indicated. The Association did
not have any outstanding borrowings at the periods indicated.
<TABLE>
<CAPTION>
Four Months
Ended Year Ended June 30,
October 31, --------------------------------
1996 1996 1995 1994
----------- ---- ---- ----
(In Thousands)
<S> <C> <C> <C> <C>
FHLB advances........................................... $3,500 $ --- $ --- $ ---
Average Balance:
FHLB advances........................................... $1,744 $ --- $ --- $ ---
Weighted Average Rate................................... 5.68% ---% ---% ---%
</TABLE>
Service Corporations
As a federally chartered savings association, Peoples Federal is
permitted by OTS regulations to invest up to 2% of its assets, or $1.8 million
at October 31, 1996, in the stock of, or loans to, service corporation
subsidiaries. As of such date, Peoples Federal had no investment in service
corporations.
Competition
Peoples Federal experiences strong competition both in originating real
estate loans and in attracting deposits. This competition arises from a highly
competitive market area with numerous savings institutions and commercial banks,
as well as credit unions, mortgage bankers and national and local securities
firms. The Association competes for loans principally on the basis of the
interest rates and loan fees it charges, the types of loans it originates and
the quality of services it provides to borrowers.
The Association attracts all of its deposits through the community in
which its office is located; therefore, competition for those deposits is
principally from other savings institutions, commercial banks, securities firms,
money market and mutual funds and credit unions located in the same community.
The ability of the Association to attract and retain deposits depends on its
ability to provide an investment opportunity that satisfies the requirements of
investors as to rate of return, liquidity, risk, convenient locations and other
factors. The Association competes for these deposits by offering a variety of
deposit accounts at competitive rates, convenient business hours and a
customer-oriented staff. At October 31, 1996, Shelby County had six banks with
20 offices and one home-based thrift with one office. The Association estimates
its market share of savings deposits in the Shelby County market area to be
approximately 12%.
73
<PAGE>
Employees
At October 31, 1996, the Association had a total of 16 full-time
employees, 12 of which have been employed by Peoples Federal for at least 10
years, and four part-time employees. None of the Association's employees are
represented by any collective bargaining group. Management considers its
employee relations to be good.
Properties
The following table sets forth information concerning the main office
and a drive-in facility of the Association at October 31, 1996. The Association
believes that its current facilities are adequate. The Association also
maintains a 24-hour ATM at its main office location.
Net Book
Owned Value at
Year or October 31,
Location Opened Leased 1996
-------- ------ ------ -----------
Main Office:
101 East Court Street 1917 Owned $257,000
Sidney, Ohio 45365
Drive-In:
232 S. Ohio Avenue 1971 Owned $192,000
Sidney, Ohio 45365
The Association's depositor and borrower customer files are maintained
by an independent data processing company. The net book value of the data
processing and computer equipment utilized by the Association at October 31,
1996 was approximately $67,000.
Legal Proceedings
From time to time, Peoples Federal is involved as plaintiff or
defendant in various legal proceedings arising in the normal course of its
business. While the ultimate outcome of these various legal proceedings cannot
be predicted with certainty, it is the opinion of management that the resolution
of these legal actions should not have a material effect on Peoples Federal's
financial position or results of operations.
74
<PAGE>
REGULATION
General
Peoples Federal is a federally chartered savings association, the
deposits of which are federally insured and backed by the full faith and credit
of the United States Government. Accordingly, Peoples Federal is subject to
broad federal regulation and oversight extending to all its operations. Peoples
Federal is a member of the FHLB of Cincinnati and is subject to certain limited
regulation by the Board of Governors of the Federal Reserve System ("Federal
Reserve Board"). As the savings and loan holding company of Peoples Federal, the
Holding Company also is subject to federal regulation and oversight. The purpose
of the regulation of the Holding Company and other holding companies is to
protect subsidiary savings associations. Peoples Federal is a member of the
SAIF, which together with the BIF are the two deposit insurance funds
administered by the FDIC, and the deposits of Peoples Federal are insured by the
FDIC. As a result, the FDIC has certain regulatory and examination authority
over Peoples Federal.
Certain of these regulatory requirements and restrictions are discussed
below or elsewhere in this document.
Federal Regulation of Savings Associations
The OTS has extensive authority over the operations of savings
associations. As part of this authority, Peoples Federal is required to file
periodic reports with the OTS and is subject to periodic examinations by the OTS
and the FDIC. The last regular OTS examination of Peoples Federal was as of
June, 1995. Under agency scheduling guidelines, it is likely that another
examination will be initiated in the near future. When these examinations are
conducted by the OTS and the FDIC, the examiners may require the Association to
provide for higher general or specific loan loss reserves. All savings
associations are subject to a semi-annual assessment, based upon the savings
association's total assets, to fund the operations of the OTS. The Association's
OTS assessment for the fiscal year ended June 30, 1996, was $27,000.
The OTS also has extensive enforcement authority over all savings
institutions and their holding companies, including Peoples Federal and the
Holding Company. This enforcement authority includes, among other things, the
ability to assess civil money penalties, to issue cease- and-desist or removal
orders and to initiate injunctive actions. In general, these enforcement actions
may be initiated for violations of laws and regulations and unsafe or unsound
practices. Other actions or inactions may provide the basis for enforcement
action, including misleading or untimely reports filed with the OTS. Except
under certain circumstances, public disclosure of final enforcement actions by
the OTS is required.
In addition, the investment, lending and branching authority of the
Association is prescribed by federal laws and it is prohibited from engaging in
any activities not permitted by such laws. For instance, no savings institution
may invest in non-investment grade corporate debt securities. In addition, the
permissible level of investment by federal associations in loans secured by
non-residential real property may not exceed 400% of total capital, except with
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approval of the OTS. Federal savings associations are also generally authorized
to branch nationwide. Peoples Federal is in compliance with the noted
restrictions.
Peoples Federal's general permissible lending limit for
loans-to-one-borrower is equal to the greater of $500,000 or 15% of unimpaired
capital and surplus (except for loans fully secured by certain readily
marketable collateral, in which case this limit is increased to 25% of
unimpaired capital and surplus). At October 31, 1996, the Association's lending
limit under this restriction was $1.38 million. Assuming the sale of the minimum
number of shares in the Conversion at October 31, 1996, that limit would be
increased to $2.1 million. Peoples Federal is in compliance with the
loans-to-one-borrower limitation.
The OTS, as well as the other federal banking agencies, has adopted
guidelines establishing safety and soundness standards on such matters as loan
underwriting and documentation, asset quality, earnings standards, internal
controls and audit systems, interest rate risk exposure and compensation and
other employee benefits. Any institution which fails to comply with these
standards must submit a compliance plan.
Insurance of Accounts and Regulation by the FDIC
Peoples Federal is a member of the SAIF, which is administered by the
FDIC. Deposits are insured up to applicable limits by the FDIC and such
insurance is backed by the full faith and credit of the United States
Government. As insurer, the FDIC imposes deposit insurance premiums and is
authorized to conduct examinations of and to require reporting by FDIC-insured
institutions. It also may prohibit any FDIC-insured institution from engaging in
any activity the FDIC determines by regulation or order to pose a serious risk
to the SAIF or the BIF. The FDIC also has the authority to initiate enforcement
actions against savings associations, after giving the OTS an opportunity to
take such action, and may terminate the deposit insurance if it determines that
the institution has engaged in unsafe or unsound practices or is in an unsafe or
unsound condition.
The FDIC's deposit insurance premiums are assessed through a risk-based
system under which all insured depository institutions are placed into one of
nine categories and assessed insurance premiums based upon their level of
capital and supervisory evaluation. Under the system, institutions classified as
well capitalized (i.e., a core capital ratio of at least 5%, a ratio of Tier 1
or core capital to risk-weighted assets ("Tier 1 risk-based capital") of at
least 6% and a risk-based capital ratio of at least 10%) and considered healthy
pay the lowest premium while institutions that are less than adequately
capitalized (i.e., core or Tier 1 risk-based capital ratios of less than 4% or a
risk-based capital ratio of less than 8%) and considered of substantial
supervisory concern pay the highest premium. Risk classification of all insured
institutions is made by the FDIC for each semi-annual assessment period.
The FDIC is authorized to increase assessment rates, on a semiannual
basis, if it determines that the reserve ratio of the SAIF will be less than the
designated reserve ratio of 1.25% of SAIF insured deposits. In setting these
increased assessments, the FDIC must seek to restore the reserve ratio to that
designated reserve level, or such higher reserve ratio as established by the
FDIC. The FDIC may also impose special assessments on SAIF members
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to repay amounts borrowed from the United States Treasury or for any other
reason deemed necessary by the FDIC.
For the first six months of 1995, the assessment schedule for BIF
members and SAIF members ranged from .23% to .31% of deposits. As is the case
with the SAIF, the FDIC is authorized to adjust the insurance premium rates for
banks that are insured by the BIF of the FDIC in order to maintain the reserve
ratio of the BIF at 1.25% of BIF insured deposits. As a result of the BIF
reaching its statutory reserve ratio the FDIC revised the premium schedule for
BIF insured institutions to provide a range of .04% to .31% of deposits. The
revisions became effective in the third quarter of 1995. In addition, the BIF
rates were further revised, effective January 1996, to provide a range of 0% to
.27%. The SAIF rates, however, were not adjusted. At the time the FDIC revised
the BIF premium schedule, it noted that, absent legislative action (as discussed
below), the SAIF would not attain its designated reserve ratio until the year
2002. As a result, SAIF insured members would continue to be generally subject
to higher deposit insurance premiums than BIF insured institutions until, all
things being equal, the SAIF attained its required reserve ratio.
In order to eliminate this disparity and any competitive disadvantage
between BIF and SAIF member institutions with respect to deposit insurance
premiums, legislation to recapitalize the SAIF was enacted in September 1996.
The legislation provides for a one-time assessment to be imposed on all deposits
assessed at the SAIF rates, as of March 31, 1995, in order to recapitalize the
SAIF. It also provides for the merger of the BIF and the SAIF on January 1, 1999
if no savings associations then exist. The special assessment rate was
established at .657% of deposits by the FDIC and the resulting assessment of
$456,000 on the Association was paid in November 1996. This special assessment
significantly increased noninterest expense and adversely affected Peoples
Federal's results of operations for the four months ended October 31, 1996. As a
result of the special assessment, Peoples Federal's deposit insurance premiums
were reduced to .065 basis points based upon its current risk classification and
the new assessment schedule for SAIF insured institutions. These premiums are
subject to change in future periods.
Prior to the enactment of the legislation, a portion of the SAIF
assessment imposed on savings associations was used to repay obligations issued
by a federally chartered corporation to provide financing ("FICO") for resolving
the thrift crisis in the 1980s. Although the FDIC has proposed that the SAIF
assessment be equalized with the BIF assessment schedule, effective October 1,
1996, SAIF-insured institutions will continue to be subject to a FICO assessment
as a result of this continuing obligation. Although the legislation also now
requires assessments to be made on BIF-assessable deposits for this purpose,
effective January 1, 1997, that assessment will be limited to 20% of the rate
imposed on SAIF assessable deposits until the earlier of September 30, 1999 or
when no savings association continues to exist, thereby imposing a greater
burden on SAIF member institutions such as Peoples Federal. Thereafter, however,
assessments on BIF-member institutions will be made on the same basis as SAIF-
member institutions.
Regulatory Capital Requirements
Federally insured savings associations, such as Peoples Federal, are
required to maintain a minimum level of regulatory capital. The OTS has
established capital standards, including a
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tangible capital requirement, a leverage ratio (or core capital) requirement and
a risk-based capital requirement applicable to such savings associations. These
capital requirements must be generally as stringent as the comparable capital
requirements for national banks. The OTS is also authorized to impose capital
requirements in excess of these standards on individual associations on a
case-by-case basis.
The capital regulations require tangible capital of at least 1.5% of
adjusted total assets (as defined by regulation). Tangible capital generally
includes common stockholders' equity and retained income, and certain
noncumulative perpetual preferred stock and related income. In addition, all
intangible assets, other than a limited amount of purchased mortgage servicing
rights, must be deducted from tangible capital for calculating compliance with
the requirement. At October 31, 1996, the Association did not have any
intangible assets.
The OTS regulations establish special capitalization requirements for
savings associations that own subsidiaries. In determining compliance with the
capital requirements, all subsidiaries engaged solely in activities permissible
for national banks or engaged in certain other activities solely as agent for
its customers are "includable" subsidiaries that are consolidated for capital
purposes in proportion to the association's level of ownership. For excludable
subsidiaries the debt and equity investments in such subsidiaries are deducted
from assets and capital. Peoples Federal does not have any subsidiaries.
At October 31, 1996, Peoples Federal had tangible capital of $9.2
million, or 10.2% of total assets, which is approximately $7.8 million above the
minimum requirement of 1.5% of adjusted total assets in effect on that date. On
a pro forma basis, after giving effect to the sale of the minimum, midpoint and
maximum number of shares of Common Stock offered in the Conversion and
investment of 50% of the net proceeds in assets not excluded for tangible
capital purposes, Peoples Federal would have had tangible capital equal to
14.5%, 15.3% and 16.0%, respectively, of adjusted total assets at October 31,
1996, which is $12.3 million, $13.2 million and $14.0 million, respectively,
above the requirement.
The capital standards also require core capital equal to at least 3% of
adjusted total assets. Core capital generally consists of tangible capital plus
certain intangible assets, including a limited amount of purchased credit card
relationships. As a result of the prompt corrective action provisions discussed
below, however, a savings association must maintain a core capital ratio of at
least 4% to be considered adequately capitalized unless its supervisory
condition is such to allow it to maintain a 3% ratio. At October 31, 1996,
Peoples Federal had no intangibles which were subject to these tests.
At October 31, 1996, Peoples Federal had core capital equal to $9.2
million, or 10.2% of adjusted total assets, which is $6.5 million above the
minimum leverage ratio requirement of 3% as in effect on that date. On a pro
forma basis, after giving effect to the sale of the minimum, midpoint and
maximum number of shares of Common Stock offered in the Conversion and
investment of 50% of the net proceeds in assets not excluded from core capital,
Peoples Federal would have had core capital equal to 14.5%, 15.3% and 16.0%,
respectively, of adjusted total assets at October 31, 1996, which is $10.9
million, $11.7 million and $12.5 million, respectively, above the requirement.
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The OTS risk-based requirement requires savings associations to have
total capital of at least 8% of risk-weighted assets. Total capital consists of
core capital, as defined above, and supplementary capital. Supplementary capital
consists of certain permanent and maturing capital instruments that do not
qualify as core capital and general valuation loan and lease loss allowances up
to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be used
to satisfy the risk-based requirement only to the extent of core capital. The
OTS is also authorized to require a savings association to maintain an
additional amount of total capital to account for concentration of credit risk
and the risk of non-traditional activities. At October 31, 1996, Peoples Federal
had $326,000 of general loss reserves, which was less than 1.25% of
risk-weighted assets.
Certain exclusions from capital and assets are required to be made for
the purpose of calculating total capital. Such exclusions consist of equity
investments (as defined by regulation) and that portion of land loans and
nonresidential construction loans in excess of an 80% loan-to-value ratio and
reciprocal holdings of qualifying capital instruments. Peoples Federal had no
such exclusions from capital and assets at October 31, 1996.
In determining the amount of risk-weighted assets, all assets,
including certain off-balance sheet items, will be multiplied by a risk weight,
ranging from 0% to 100%, based on the risk inherent in the type of asset. For
example, the OTS has assigned a risk weight of 50% for prudently underwritten
permanent one- to four-family first lien mortgage loans not more than 90 days
delinquent and having a loan to value ratio of not more than 80% at origination
unless insured to such ratio by an insurer approved by the FNMA or FHLMC.
OTS regulations also require that every savings association with more
than normal interest rate risk exposure to deduct from its total capital, for
purposes of determining compliance with such requirement, an amount equal to 50%
of its interest-rate risk exposure multiplied by the present value of its
assets. This exposure is a measure of the potential decline in the net portfolio
value of a savings association, greater than 2% of the present value of its
assets, based upon a hypothetical 200 basis point increase or decrease in
interest rates (whichever results in a greater decline). Net portfolio value is
the present value of expected cash flows from assets, liabilities and
off-balance sheet contracts. The rule will not become effective until the OTS
evaluates the process by which savings associations may appeal an interest rate
risk deduction determination. It is uncertain as to when this evaluation may be
completed. Any savings association with less than $300 million in assets and a
total capital ratio in excess of 12% is exempt from this requirement unless the
OTS determines otherwise. At the present time, the proposal is not expected to
have a material impact on the Association.
On October 31, 1996, Peoples Federal had total capital of $9.5 million
(including $9.2 million in core capital and $326,000 in qualifying supplementary
capital) and risk-weighted assets of $57.8 million; or total capital of 16.5% of
risk-weighted assets. This amount was $4.9 million above the 8% requirement in
effect on that date. On a pro forma basis, after giving effect to the sale of
the minimum, midpoint and maximum number of shares of Common Stock offered in
the Conversion, the infusion to the Association of 50% of the net Conversion
proceeds and the investment of those proceeds in 20% risk-weighted government
securities, Peoples Federal would have had total capital of 24.0%, 25.3% and
26.7%, respectively, of risk-weighted
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assets, which is above the current 8% requirement by $9.4 million, $10.2 million
and $11.0 million, respectively.
The OTS and the FDIC are authorized and, under certain circumstances
required, to take certain actions against savings associations that fail to meet
their capital requirements. The OTS is generally required to take action to
restrict the activities of an "undercapitalized association" (generally defined
to be one with less than either a 4% core capital ratio, a 4% Tier 1 risked-
based capital ratio or an 8% risk-based capital ratio). Any such association
must submit a capital restoration plan and until such plan is approved by the
OTS may not increase its assets, acquire another institution, establish a branch
or engage in any new activities, and generally may not make capital
distributions. The OTS is authorized to impose the additional restrictions that
are applicable to significantly undercapitalized associations.
As a condition to the approval of the capital restoration plan, any
company controlling an undercapitalized association must agree that it will
enter into a limited capital maintenance guarantee with respect to the
institution's achievement of its capital requirements.
Any savings association that fails to comply with its capital plan or
is "significantly undercapitalized" (i.e., Tier 1 risk-based or core capital
ratios of less than 3% or a risk-based capital ratio of less than 6%) must be
made subject to one or more of additional specified actions and operating
restrictions which may cover all aspects of its operations and include a forced
merger or acquisition of the association. An association that becomes
"critically undercapitalized" (i.e., a tangible capital ratio of 2% or less) is
subject to further mandatory restrictions on its activities in addition to those
applicable to significantly undercapitalized associations. In addition, the OTS
must appoint a receiver (or conservator with the concurrence of the FDIC) for a
savings association, with certain limited exceptions, within 90 days after it
becomes critically undercapitalized. Any undercapitalized association is also
subject to the general enforcement authority of the OTS and the FDIC, including
the appointment of a conservator or a receiver.
The OTS is also generally authorized to reclassify an association into
a lower capital category and impose the restrictions applicable to such category
if the institution is engaged in unsafe or unsound practices or is in an unsafe
or unsound condition.
The imposition by the OTS or the FDIC of any of these measures on the
Association may have a substantial adverse effect on its operations and
profitability.
Limitations on Dividends and Other Capital Distributions
OTS regulations impose various restrictions on savings associations
with respect to their ability to make distributions of capital, which include
dividends, stock redemptions or repurchases, cash-out mergers and other
transactions charged to the capital account. OTS regulations also prohibit a
savings association from declaring or paying any dividends or from repurchasing
any of its stock if, as a result, the regulatory capital of the association
would be reduced below the amount required to be maintained for the liquidation
account established in connection with its mutual to stock conversion. See "The
Conversion--Effects of Conversion
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to Stock Form on Depositors and Borrowers of the Association" and
"--Restrictions on Repurchase of Stock".
Generally, savings associations, such as the Peoples Federal, that
before and after the proposed distribution meet their capital requirements, may
make capital distributions during any calendar year equal to the greater of 100%
of net income for the year-to-date plus 50% of the amount by which the lesser of
the association's tangible, core or risk-based capital exceeds its capital
requirement for such capital component, as measured at the beginning of the
calendar year, or 75% of their net income for the most recent four quarter
period. However, an association deemed to be in need of more than normal
supervision by the OTS may have its dividend authority restricted by the OTS.
Peoples Federal may pay dividends in accordance with this general authority.
Savings associations proposing to make any capital distribution need
only submit written notice to the OTS 30 days prior to such distribution.
Savings associations that do not, or would not meet their current minimum
capital requirements following a proposed capital distribution, however, must
obtain OTS approval prior to making such distribution. The OTS may object to the
distribution during that 30-day period notice based on safety and soundness
concerns. See "- Regulatory Capital Requirements."
The OTS has proposed regulations that would revise the current capital
distribution restrictions. Under the proposal a savings association may make a
capital distribution without notice to the OTS (unless it is a subsidiary of a
holding company) provided that it has a CAMEL 1 or 2 rating, is not of
supervisory concern, and would remain adequately capitalized (as defined in the
OTS prompt corrective action regulations) following the proposed distribution.
Savings associations that would remain adequately capitalized following the
proposed distribution but do not meet the other noted requirements must notify
the OTS 30 days prior to declaring a capital distribution. The OTS stated it
will generally regard as permissible that amount of capital distributions that
do not exceed 50% of the institution's excess regulatory capital plus net income
to date during the calendar year. A savings association may not make a capital
distribution without prior approval of the OTS and the FDIC if it is
undercapitalized before, or as a result of, such a distribution. As under the
current rule, the OTS may object to a capital distribution if it would
constitute an unsafe or unsound practice. No assurance may be given as to
whether or in what form the regulations may be adopted.
Liquidity
All savings associations, including Peoples Federal, are required to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. For a discussion of what Peoples Federal
includes in liquid assets, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources." This liquid asset ratio requirement may vary from time to time
(between 4% and 10%) depending upon economic conditions and savings flows of all
savings associations. At the present time, the minimum liquid asset ratio is 5%.
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In addition, short-term liquid assets (e.g., cash, certain time
deposits, certain bankers acceptances and short-term United States Treasury
obligations) currently must constitute at least 1% of the association's average
daily balance of net withdrawable deposit accounts and current borrowings.
Penalties may be imposed upon associations for violations of either liquid asset
ratio requirement. At October 31, 1996, the Association was in compliance with
both requirements, with an overall liquid asset ratio of 6.8% and a short-term
liquid assets ratio of 4.2%.
Qualified Thrift Lender Test
All savings associations, including Peoples Federal, are required to
meet a qualified thrift lender ("QTL") test to avoid certain restrictions on
their operations. This test requires a savings association to have at least 65%
of its portfolio assets (as defined by regulation) in qualified thrift
investments on a monthly average for nine out of every 12 months on a rolling
basis. As an alternative, the savings association may maintain 60% of its assets
in those assets specified in Section 7701(a)(19) of the Internal Revenue Code.
Under either test, such assets primarily consist of residential housing related
loans and investments. At October 31, 1996, the Association met the test and has
always met the test since its effectiveness.
Any savings association that fails to meet the QTL test must convert to
a national bank charter, unless it requalifies as a QTL and thereafter remains a
QTL. If an association does not requalify and converts to a national bank
charter, it must remain SAIF-insured until the FDIC permits it to transfer to
the BIF. If such an association has not yet requalified or converted to a
national bank, its new investments and activities are limited to those
permissible for both a savings association and a national bank, and it is
limited to national bank branching rights in its home state. In addition, the
association is immediately ineligible to receive any new FHLB borrowings and is
subject to national bank limits for payment of dividends. If such association
has not requalified or converted to a national bank within three years after the
failure, it must divest of all investments and cease all activities not
permissible for a national bank. In addition, it must repay promptly any
outstanding FHLB borrowings, which may result in prepayment penalties. If any
association that fails the QTL test is controlled by a holding company, then
within one year after the failure, the holding company must register as a bank
holding company and become subject to all restrictions on bank holding
companies. See "- Holding Company Regulation."
Community Reinvestment Act
Under the Community Reinvestment Act ("CRA"), every FDIC insured
institution has a continuing and affirmative obligation consistent with safe and
sound banking practices to help meet the credit needs of its entire community,
including low and moderate income neighborhoods. The CRA does not establish
specific lending requirements or programs for financial institutions nor does it
limit an institution's discretion to develop the types of products and services
that it believes are best suited to its particular community, consistent with
the CRA. The CRA requires the OTS, in connection with the examination of Peoples
Federal, to assess the institution's record of meeting the credit needs of its
community and to take such record into account in its evaluation of certain
applications, such as a merger or the establishment of a
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branch, by Peoples Federal. An unsatisfactory rating may be used as the basis
for the denial of an application by the OTS.
The federal banking agencies, including the OTS, have recently revised
the CRA regulations and the methodology for determining an institution's
compliance with the CRA. Due to the heightened attention being given to the CRA
in the past few years, the Association may be required to devote additional
funds for investment and lending in its local community. The Association was
examined for CRA compliance in 1995 and received a rating of satisfactory.
Transactions with Affiliates
Generally, transactions between a savings association or its
subsidiaries and its affiliates are required to be on terms as favorable to the
association as transactions with non-affiliates. In addition, certain of these
transactions, such as loans to an affiliate, are restricted to a percentage of
the association's capital. Affiliates of Peoples Federal include the Holding
Company and any company which is under common control with the Association. In
addition, a savings association may not lend to any affiliate engaged in
activities not permissible for a bank holding company or acquire the securities
of most affiliates. The OTS has the discretion to treat subsidiaries of savings
associations as affiliates on a case by case basis.
Certain transactions with directors, officers or controlling persons
are also subject to conflict of interest regulations enforced by the OTS. These
conflict of interest regulations and other statutes also impose restrictions on
loans to such persons and their related interests. Among other things, such
loans must be made on terms substantially the same as for loans to unaffiliated
individuals.
Holding Company Regulation
The Holding Company will be a unitary savings and loan holding company
subject to regulatory oversight by the OTS. As such, the Holding Company is
required to register and file reports with the OTS and is subject to regulation
and examination by the OTS. In addition, the OTS has enforcement authority over
the Holding Company and its non-savings association subsidiaries which also
permits the OTS to restrict or prohibit activities that are determined to be a
serious risk to the subsidiary savings association.
As a unitary savings and loan holding company, the Holding Company
generally is not subject to activity restrictions. If the Holding Company
acquires control of another savings association as a separate subsidiary, it
would become a multiple savings and loan holding company, and the activities of
the Holding Company and any of its subsidiaries (other than Peoples Federal or
any other SAIF-insured savings association) would become subject to such
restrictions unless such other associations each qualify as a QTL and were
acquired in a supervisory acquisition.
If Peoples Federal fails the QTL test, the Holding Company must obtain
the approval of the OTS prior to continuing after such failure, directly or
through its other subsidiaries, any business activity other than those approved
for multiple savings and loan holding companies or their subsidiaries. In
addition, within one year of such failure the Holding Company must
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register as, and will become subject to, the restrictions applicable to bank
holding companies. The activities authorized for a bank holding company are more
limited than are the activities authorized for a unitary or multiple savings and
loan holding company. See "--Qualified Thrift Lender Test."
The Holding Company must obtain approval from the OTS before acquiring
control of any other SAIF-insured association. Such acquisitions are generally
prohibited if they result in a multiple savings and loan holding company
controlling savings associations in more than one state. However, such
interstate acquisitions are permitted based on specific state authorization or
in a supervisory acquisition of a failing savings association.
Federal Securities Law
The stock of the Holding Company will be registered with the SEC under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Holding Company will be subject to the information, proxy solicitation, insider
trading restrictions and other requirements of the SEC under the Exchange Act.
Holding Company stock held by persons who are affiliates (generally
officers, directors and principal stockholders) of the Holding Company may not
be resold without registration or unless sold in accordance with certain resale
restrictions. If the Holding Company meets specified current public information
requirements, each affiliate of the Holding Company is able to sell in the
public market, without registration, a limited number of shares in any
three-month period.
Federal Reserve System
The Federal Reserve Board requires all depository institutions to
maintain noninterest bearing reserves at specified levels against their
transaction accounts (primarily checking, NOW and Super NOW checking accounts).
At October 31, 1996, Peoples Federal was in compliance with these reserve
requirements. The balances maintained to meet the reserve requirements imposed
by the Federal Reserve Board may be used to satisfy liquidity requirements that
may be imposed by the OTS. See "--Liquidity."
Savings associations are authorized to borrow from the Federal Reserve
Association "discount window," but Federal Reserve Board regulations require
associations to exhaust other reasonable alternative sources of funds, including
FHLB borrowings, before borrowing from the Federal Reserve Association.
Federal Home Loan Bank System
Peoples Federal is a member of the FHLB of Cincinnati, which is one of
12 regional FHLBs, that administers the home financing credit function of
savings associations. Each FHLB serves as a reserve or central bank for its
members within its assigned region. It is funded primarily from proceeds derived
from the sale of consolidated obligations of the FHLB System. It makes loans to
members (i.e., advances) in accordance with policies and procedures, established
by the board of directors of the FHLB, which are subject to the oversight of the
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Federal Housing Finance Board. All advances from the FHLB are required to be
fully secured by sufficient collateral as determined by the FHLB. In addition,
all long-term advances are required to provide funds for residential home
financing.
As a member, Peoples Federal is required to purchase and maintain stock
in the FHLB of Cincinnati. At October 31, 1996, Peoples Federal had $679,000 in
FHLB stock, which was in compliance with this requirement. In past years,
Peoples Federal has received substantial dividends on its FHLB stock. Over the
past five fiscal years such dividends have averaged 5.16% and were 7.03% for
calendar year 1996.
Under federal law the FHLBs are required to provide funds for the
resolution of troubled savings associations and to contribute to low- and
moderately priced housing programs through direct loans or interest subsidies on
advances targeted for community investment and low- and moderate-income housing
projects. These contributions have affected adversely the level of FHLB
dividends paid and could continue to do so in the future. These contributions
could also have an adverse effect on the value of FHLB stock in the future. A
reduction in value of Peoples Federal's FHLB stock may result in a corresponding
reduction in Peoples Federal's capital.
For the year ended June 30, 1996, dividends paid by the FHLB of
Cincinnati to Peoples Federal totaled $45,000, which constitutes a $7,000
increase over the amount of dividends received in fiscal year 1995. The $16,000
dividend for the four months ended October 31, 1996 reflects an annualized rate
of 7.14%, or 0.11% above the rate for fiscal 1996.
Federal and State Taxation
Savings associations such as Peoples Federal that meet certain
definitional tests relating to the composition of assets and other conditions
prescribed by the Internal Revenue Code of 1986, as amended (the "Code"), had
been permitted to establish reserves for bad debts and to make annual additions
thereto which may, within specified formula limits, be taken as a deduction in
computing taxable income for federal income tax purposes. The amount of the bad
debt reserve deduction for "non-qualifying loans" is computed under the
experience method. The amount of the bad debt reserve deduction for "qualifying
real property loans" (generally loans secured by improved real estate) may be
computed under either the experience method or the percentage of taxable income
method (based on an annual election). Under the experience method, the bad debt
reserve deduction is an amount determined under a formula based generally upon
the bad debts actually sustained by the savings association over a period of
years.
The percentage of specially computed taxable income that is used to
compute a savings association's bad debt reserve deduction under the percentage
of taxable income method (the "percentage bad debt deduction") is 8%. The
percentage bad debt deduction thus computed is reduced by the amount permitted
as a deduction for non-qualifying loans under the experience method. The
availability of the percentage of taxable income method permits qualifying
savings associations to be taxed at a lower effective federal income tax rate
than that applicable to corporations generally (approximately 31.3% assuming the
maximum percentage bad debt deduction).
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If an association's specified assets (generally, loans secured by
residential real estate or deposits, educational loans, cash and certain
government obligations) constitute less than 60% of its total assets, the
association may not deduct any addition to a bad debt reserve and generally must
include existing reserves in income over a four year period.
Under the percentage of taxable income method, the percentage bad debt
deduction cannot exceed the amount necessary to increase the balance in the
reserve for "qualifying real property loans" to an amount equal to 6% of such
loans outstanding at the end of the taxable year or the greater of (i) the
amount deductible under the experience method or (ii) the amount which when
added to the bad debt deduction for "non-qualifying loans" equals the amount by
which 12% of the amount comprising savings accounts at year-end exceeds the sum
of surplus, undivided profits and reserves at the beginning of the year. At
October 31, 1996, the 6% and 12% limitations did not restrict the percentage bad
debt deduction available to Peoples Federal. It is not expected that these
limitations would be a limiting factor in the foreseeable future.
In August 1996, legislation was enacted that repeals the reserve method
of accounting (including the percentage of taxable income method) used by many
thrifts, including the Association, to calculate their bad debt reserve for
federal income tax purposes. As a result, small thrifts such as the Association
must recapture that portion of the reserve that exceeds the amount that could
have been taken under the experience method for tax years beginning after
December 31, 1987. The legislation also requires thrifts to account for bad
debts for federal income tax purposes on the same basis as commercial banks for
tax years beginning after December 31, 1995. The recapture will occur over a
six-year period, the commencement of which will be delayed until the first
taxable year beginning after December 31, 1997, provided the institution meets
certain residential lending requirements. At October 31, 1996, the Association
had approximately $607,000 in bad debt reserves subject to recapture for federal
income tax purposes. The deferred tax liability related to the recapture has
been previously established so there will be no effect on future net income.
In addition to the regular income tax, corporations, including savings
associations such as Peoples Federal, generally are subject to a minimum tax. An
alternative minimum tax is imposed at a minimum tax rate of 20% on alternative
minimum taxable income, which is the sum of a corporation's regular taxable
income (with certain adjustments) and tax preference items, less any available
exemption. The alternative minimum tax is imposed to the extent it exceeds the
corporation's regular income tax and net operating losses can offset no more
than 90% of alternative minimum taxable income. For taxable years beginning
after 1986 and before 1996, corporations, including savings associations such as
Peoples Federal, are also subject to an environmental tax equal to 0.12% of the
excess of alternative minimum taxable income for the taxable year (determined
without regard to net operating losses and the deduction for the environmental
tax) over $2 million.
To the extent earnings appropriated to a savings association's bad debt
reserves for "qualifying real property loans" and deducted for federal income
tax purposes exceed the allowable amount of such reserves computed under the
experience method and to the extent of the association's supplemental reserves
for losses on loans ("Excess"), such Excess may not, without adverse tax
consequences, be utilized for the payment of cash dividends or other
distributions to a shareholder (including distributions on redemption,
dissolution or liquidation)
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or for any other purpose (except to absorb bad debt losses). As of October 31,
1996, Peoples Federal's Excess for tax purposes totaled approximately $1.7
million.
Peoples Federal files federal income tax returns on a fiscal year basis
using the accrual method of accounting. The Holding Company does not anticipate
filing consolidated federal income tax returns with Peoples Federal. Savings
associations that file federal income tax returns as part of a consolidated
group are required by applicable Treasury regulations to reduce their taxable
income for purposes of computing the percentage bad debt deduction for losses
attributable to activities of the non-savings association members of the
consolidated group that are functionally related to the activities of the
savings association member.
Peoples Federal has been audited by the IRS with respect to federal
income tax returns through December, 1991. With respect to years examined by the
IRS, either all deficiencies have been satisfied or sufficient reserves have
been established to satisfy asserted deficiencies. In the opinion of management,
any examination of still open returns (including returns of subsidiaries and
predecessors of, or entities merged into, Peoples Federal) would not result in a
deficiency which could have a material adverse effect on the financial condition
of Peoples Federal.
Ohio Taxation. The Association conducts its business in Ohio and
consequently is subject to the Ohio corporate franchise tax. A financial
institution subject to the Ohio corporate franchise tax levied in Ohio Revised
Code pays a tax equal to 15 mills (.015) times its apportioned net worth. The
apportionment factor consists of a business done factor, determined by reference
to the total receipts of the financial institution from all sources, and a
property factor, determined by reference to the net book value of all property
owned by the financial institution. The financial institution may claim a credit
equal to the annual assessment paid to the State pursuant to the Ohio Revised
Code.
Delaware Taxation. As a Delaware holding company, the Holding Company
is exempted from Delaware corporate income tax but is required to file an annual
report with and pay an annual fee to the State of Delaware. The Holding Company
is also subject to an annual franchise tax imposed by the State of Delaware.
MANAGEMENT OF THE HOLDING COMPANY
Directors and Executive Officers
The Board of Directors of the Holding Company consists of Douglas
Stewart, Richard T. Martin, Robert W. Bertsch, Harry N. Faulkner, James W.
Kerber and John W. Sargeant, all of whom are current members of the Board of
Directors of the Association. See "Management of the Association - Directors."
Each Director of the Holding Company has served as such since the Holding
Company's incorporation in 1997. Directors of the Holding Company will serve
three-year staggered terms so that approximately one-third of the directors will
be elected at each annual meeting of stockholders. The terms of the current
directors of the Holding Company are the same as their terms as directors of the
Association. The Holding Company intends to pay directors a fee of $500 per
meeting attended which is in addition to any
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fees payable to such persons for attendance at meetings of the Board of
Directors of the Association.
The executive officers of the Holding Company are elected annually and
hold office until their respective successors have been elected and qualified or
until death, resignation or removal by the Board of Directors. The executive
officers of the Holding Company are the same as the executive officers of the
Association. It is not anticipated that the executive officers of the Holding
Company will receive any remuneration in their capacity as Holding Company
executive officers. For information regarding compensation of directors and
executive officers of the Association, see "Management of the Association -
Meetings and Committees of the Board of Directors of the Association" and "-
Executive Compensation."
Indemnification
The Certificate of Incorporation of the Holding Company provides that a
director or officer of the Holding Company shall be indemnified by the Holding
Company to the fullest extent authorized by the General Corporation Law of the
State of Delaware against all expenses, liability and loss reasonably incurred
or suffered by such person in connection with his activities as a director or
officer or as a director or officer of another company, if the director or
officer held such position at the request of the Holding Company. Delaware law
requires that such director, officer, employee or agent, in order to be
indemnified, must have acted in good faith and in a manner reasonably believed
to be not opposed to the best interests of the Holding Company, and, with
respect to any criminal action or proceeding, did not have reasonable cause to
believe his conduct was unlawful.
The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other right which a person seeking indemnification may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Holding Company, agreement, vote of stockholders or disinterested
directors or otherwise.
These provisions may have the effect of deterring shareholder
derivative actions, since the Holding Company may ultimately be responsible for
expenses for both parties to the action. A similar effect would not be expected
for third party claims.
In addition, the Certificate of Incorporation and Delaware law also
provide that the Holding Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Holding
Company or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the Holding
Company has the power to indemnify such person against such expense, liability
or loss under the Delaware General Corporation Law. The Holding Company intends
to obtain such insurance.
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MANAGEMENT OF THE ASSOCIATION
Directors
Prior to the Conversion, the direction and control of the Association,
as a mutual savings institution, has been vested in its Board of Directors. Upon
conversion of the Association to stock form, each of the directors of the
Association will continue to serve as a director of the converted Association.
The Board of Directors of the Association currently consists of seven directors.
The directors are divided into three classes. Approximately one-third of the
directors are elected at each annual meeting of members. Because the Holding
Company will own all of the issued and outstanding shares of capital stock of
the Association after the Conversion, the Holding Company, through its
directors, will elect the directors of the Association.
The following table sets forth certain information regarding the
directors of the Association.
<TABLE>
<CAPTION>
Position(s) Held Director Term
With the Association Age(1) Since Expires
--------------------- ------ -------- -------
<S> <C> <C> <C> <C>
Douglas Stewart President, Chief Executive 47 1979 1998
Officer and Director
Richard T. Martin Chairman of the Board 56 1987 1999
Robert W. Bertsch Director 71 1982 1999
Harry N. Faulkner Director 55 1979 1997
George R. Hoellrich Director 79 1963 1998
James W. Kerber Director 55 1990 1998
John W. Sargeant Director 66 1987 1997
</TABLE>
- -------------------
(1) At October 31, 1996.
The business experience of each director is set forth below. All
directors have held their present positions for at least the past five years,
except as otherwise indicated.
Douglas Stewart. Mr. Stewart is the President and Chief Executive
Officer of the Association, a position he has held since 1982. Mr. Stewart
originally joined the Association in 1971 as a teller.
Richard T. Martin. Mr. Martin was appointed as Chairman of the Board in
November 1996. Mr. Martin is a certified public accountant and maintains a
private practice of accounting and tax counseling. He also owns and operates a
family farm.
Robert W. Bertsch. Mr. Bertsch retired as treasurer of Peoples Federal
in 1990 after 34 years of service.
Harry N. Faulkner. Mr. Faulkner is a partner in the law firm of
Faulkner, Garmhausen, Keister & Shenk LPA. Such firm has acted as counsel to the
Association since 1979.
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George R. Hoellrich. Mr. Hoellrich retired as President and Chief
Executive Officer of Peoples Federal in 1982 after 20 years of service.
James W. Kerber. Mr. Kerber is the owner of James W. Kerber CPA, a
private practice accounting firm. He has been in private practice since 1968.
John W. Sargeant. Mr. Sargeant is the part owner of Sidney Tool and Die
Co., and BenSar Development, a warehouse provider.
Executive Officers
Each of the executive officers of the Association will retain his or
her office in the converted Association. Officers are elected annually by the
Board of Directors of the Association. The business experience of each executive
officer who is not also a director is set forth below.
David R. Fogt. Mr. Fogt, age 45, is Vice President of Operations and
Financial Services of the Association. He is responsible for the overall
administration of the Association with direct responsibilities in consumer
lending and asset and liability management. He has been employed by Peoples
Federal since 1983.
Gary N. Fullenkamp. Mr. Fullenkamp, age 41, is Vice President of
Mortgage Loans and Corporate Secretary of the Association. He is responsible for
mortgage lending operations of the Association, including underwriting and
processing of mortgage loan activity. He has been employed by Peoples Federal
since 1979.
Debra A. Geuy. Mrs. Geuy, age 38, is Treasurer of the Association. She
is responsible for overseeing the financial functions of the Association. She
has been employed by Peoples Federal since 1978.
Meetings and Committees of the Board of Directors
The Holding Company. The Holding Company's Board of Directors intends
to meet on a monthly basis. Since the Holding Company was not established in
1996, no meetings were held. The Holding Company intends to pay directors a fee
of $500 per meeting attended which is in addition to any fees payable to such
persons for attendance at meetings of the Board of Directors of the Association.
The Association. The Association's Board of Directors meets bi-monthly.
Additional special meetings may be called by the President or the Board of
Directors. The Board of Directors met 24 times during the year ended June 30,
1996. During fiscal year 1996, no director of the Association attended fewer
than 75% of the aggregate of the total number of Board meetings and the total
number of meetings held by the committees of the Board of Directors on which he
served. Non-employee directors are paid an annual retainer of $12,000,
plus a fee of $200 per Board of Directors meeting attended. Directors do not
receive any additional compensation for committee meeting attendance. The
Association has standing Executive, Audit, Investment, Personnel and Benefits,
and Nominating Committees.
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The Executive Committee is responsible for the review and approval of
mortgage loans, consumer loans and any business arising between regularly
scheduled board meetings. The committee is composed of Directors Kerber, Martin,
Sargeant and Hoellrich, and Officers Stewart, Fogt, Fullenkamp and Goins. During
the fiscal year ended June 30, 1996, 25 meetings of the Executive Committee were
held.
The Audit Committee is comprised of Directors Martin (Chairman), Kerber
and Sargeant. The Audit Committee contracts for the annual audit of the
Association and meets with the audit firm to discuss findings. This committee
met two times during fiscal year 1996.
The Investment Committee is responsible for reviewing and approving
investments of the Association and setting investment strategies. The committee
is composed of Directors Bertsch and Faulkner, and Officers Stewart and Fogt.
The committee met 12 times during fiscal 1996.
The Personnel and Benefits Committee meets to review salaries and the
Association's benefit plans, and analysis and determines discretionary bonuses.
This committee is comprised of Directors Faulkner (Chairman), Kerber and Martin.
This committee met two times during fiscal year 1996.
The Nominating Committee is responsible for making nominations for
members of the Board of Directors and is composed of those non-employee
directors whose term is not expiring. While the committee will consider nominees
nominated by other members in writing at least 10 days prior to the annual
meeting, the committee has not actively solicited nominations nor established
any procedures for this purpose. The committee held one meeting during fiscal
1996.
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Executive Compensation
The following table sets forth information concerning the compensation
paid or granted to the Association and Holding Company's Chief Executive
Officer. No other executive officer of the Company had aggregate cash
compensation exceeding $100,000.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Summary Compensation Table(1)
- ---------------------------------------------------------------------------------------------
Annual
Compensation
- ------------------------------------------------------------------------
All Other
Name and Principal Position Year Salary($) Bonus($) Compensation($)(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Douglas Stewart, President and 1996 $70,000 $35,000 $11,500
Chief Executive Officer
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) In accordance with the transitional provisions applicable to the rules
on executive compensation disclosure adopted by the SEC, summary
compensation information is excluded for the years ended June 30, 1995
and 1994, as the Association was not a public company during such
periods.
(2) Includes pension costs under the Association's defined benefit plan
which was terminated on January 31, 1997.
Employment Agreements
The Association intends to enter into employment agreements with
Douglas Stewart, President and Chief Executive Officer; David R. Fogt, Vice
President of Operations and Financial Services; Gary N. Fullenkamp, Vice
President of Mortgage Loans and Corporate Secretary; Debra A. Geuy, Treasurer;
and Steven Goins, Assistant Vice President of Financial Services. The employment
agreements are designed to assist the Association in maintaining a stable and
competent management team after the Conversion. The continued success of the
Association depends to a significant degree on the skills and competence of its
officers. These agreements have been filed with the OTS as part of the
application of the Holding Company for approval to become a savings and loan
holding company. The employment agreements will become effective upon completion
of the Conversion and provide for an annual base salary in an amount not less
than each employee's current salary. The initial term of Mr. Stewart's agreement
will be three years and each of the other officers' agreements will be for one
year. The agreements provide for extensions for a period of one year on each
annual anniversary date, subject to review and approval of the extension by
disinterested members of the Board of Directors of the Association. The
agreements provide for termination upon each employee's death, for cause or in
certain events specified by OTS regulations. The employment agreements are also
terminable by the employee upon 90 days notice to the Association.
The employment agreements provide for payment to each employee of his
salary for the remainder of the term of the agreement, plus up to 299%, in the
case of Mr. Stewart and 100% for each of the other officers, of the employee's
base compensation, in the event there is a
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"change in control" of the Association and employment terminates involuntarily
in connection with such change in control or within twelve months thereafter.
This termination payment may not exceed three times the employee's average
annual compensation over the most recent five year period or be non-deductible
by the Association for federal income tax purposes. For the purposes of the
employment agreements, a "change in control" is defined as (1) an event of a
nature that (i) results in a change in control of the Association or the Holding
Company within the meaning of the Home Owners' Loan Act of 1933 and 12 C.F.R.
Part 574; or (ii) would be required to be reported in response to Item 1 of the
current report on Form 8-K, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"); (2) any person (as the term is used
in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly
of securities of the Association or the Holding Company representing 20% or more
of the Association's or the Holding Company's outstanding securities; (3)
individuals who are members of the board of directors of the Association or the
Holding Company cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the date of the
contract whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board; or (4) a reorganization, merger,
consolidation, sale of all or substantially all of the assets of the Association
or the Holding Company or a similar transaction in which the Association or the
Holding Company is not the resulting entity would require the filing of an
application for acquisition of control or notice of change in control. The
agreements guarantee participation in an equitable manner in employee benefits
applicable to executive personnel.
Based on current salaries, if the employment of Mr. Stewart had been
terminated as of October 31, 1996, under circumstances entitling him to
severance pay as described above, he would have been entitled to receive a lump
sum cash payment of approximately $281,000.
Benefit Plans
General. Peoples Federal currently provides health care benefits to its
employees, including hospitalization, disability and major medical insurance,
subject to certain deductibles and copayments by employees.
Pension Plan. Prior to January 31, 1997, the Association maintained a
defined benefit pension plan for the benefit of its employees. The pension plan
was terminated as of January 31, 1997. The noncontributory pension plan covered
all employees who met certain minimum service requirements. The benefits under
the pension plan were distributed upon termination.
See Note 9 of the Notes to Financial Statements.
Incentive Bonus Plan. The Association intends to establish an incentive
bonus plan which provides for annual cash bonuses to certain officers as a means
of recognizing achievement on the part of such employees. The bonuses will be
determined based on a combination of Peoples Federal's and the individual
employee's performance during the year. No amounts were paid or accrued pursuant
to the incentive plan during fiscal 1996.
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401(k) Plan. In connection with the termination of its defined benefit
pension plan, the Association has recently adopted a qualified, tax-exempt
pension plan with a "cash-or-deferred arrangement" qualifying under Section
401(k) of the Internal Revenue Code (the "401(k) Plan"). With certain
exceptions, all employees who have attained age 21 and who have completed one
year of employment, during which they worked at least 1,000 hours, are eligible
to participate in the 401(k) Plan as of the earlier of the first day of the plan
year or the next July 1 or January 1. Eligible employees are permitted to
contribute up to 15% of their compensation to the 401(k) Plan on a pre-tax
basis, up to a maximum of $8,728. The Association matches 50% of the first 3% of
each participant's salary reduction contribution to the 401(k) Plan.
Participant contributions to the 401(k) Plan are fully and immediately
vested. Withdrawals are not permitted before age 62 except in the event of
death, disability, termination of employment or reasons of proven financial
hardship. With certain limitations, participants may make withdrawals from
their accounts while actively employed. Upon termination of employment, the
participant's accounts will be distributed, unless he or she elects to defer
the payment.
The 401(k) Plan may be amended by the Board of Directors, except that
no amendment may be made which would reduce the interest of any participant in
the 401(k) Plan trust fund or divert any of the assets of the 401(k) Plan trust
fund to purposes other than the benefit of participants or their beneficiaries.
No contributions have been made by the Association to the Plan.
Employee Stock Ownership Plan. The Boards of Directors of Peoples
Federal and the Holding Company have approved the adoption of an ESOP for the
benefit of employees of the Holding Company and its subsidiaries, including
Peoples Federal. The ESOP is designed to meet the requirements of an employee
stock ownership plan as described at Section 4975(e)(7) of the Code and Section
407(d)(6) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). The ESOP may borrow in order to finance purchases of the Holding
Company's Common Stock.
It is anticipated that the ESOP will be funded with a loan from the
Holding Company (not to exceed an amount equal to 8% of the gross conversion
proceeds). The Holding Company intends to apply to the OTS to permit it to lend
funds to the ESOP. In the event the Holding Company is not permitted to lend
funds to the ESOP and the ESOP is unable to obtain financing from an unrelated
lender for its stock purchase, the Holding Company may contribute funds to the
ESOP to enable it purchase up to 3% of the shares of Common Stock in the
Conversion; provided, however that the total contributions of the Holding
Company to the ESOP and RRPs for stock purchases in the Conversion may not
exceed 4% of the Common Stock sold in the Conversion.
GAAP generally requires that any borrowing by the ESOP from an
unaffiliated lender be reflected as a liability in the Holding Company's
consolidated financial statements, whether or not such borrowing is guaranteed
by, or constitutes a legally binding contribution commitment of, the Holding
Company or the Association. The funds used to acquire the ESOP shares are
expected to be borrowed from the Holding Company. If the Holding Company
finances the
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ESOP debt, the ESOP debt will be eliminated through consolidation and no
liability will be reflected on the Holding Company's consolidated financial
statements. In addition, shares purchased with borrowed funds will, to
the extent of the borrowings, be excluded from stockholders' equity,
representing unearned compensation to employees for future services not yet
performed. Consequently, if the ESOP purchases already-issued shares in the open
market, the Holding Company's consolidated liabilities will increase to the
extent of the ESOP's borrowings, and total and per share stockholders' equity
will be reduced to reflect such borrowings. If the ESOP purchases newly issued
shares from the Holding Company, total stockholders' equity would neither
increase nor decrease, but per share stockholders' equity and per share net
income would decrease because of the increase in the number of outstanding
shares. In either case, as the borrowings used to fund ESOP purchases are
repaid, total stockholders' equity will correspondingly increase.
All employees of the Association are eligible to participate in the
ESOP after they attain age 21 and complete one year of service. Employees will
be credited for years of service to the Association prior to the adoption of the
ESOP for participation and vesting purposes. The Association's contribution to
the ESOP is allocated among participants on the basis of compen sation. Each
participant's account will be credited with cash and shares of Holding Company
Common Stock based upon compensation earned during the year with respect to
which the contribution is made. Contributions credited to a participant's
account are vested on a graduated basis and become fully vested when such
participant completes ten years of service. ESOP participants are entitled to
receive distributions from their ESOP accounts only upon termination of service.
Distributions will be made in cash and in whole shares of the Holding Company's
Common Stock. Fractional shares will be paid in cash. Participants will not
incur a tax liability until a distribution is made.
Each participating employee is entitled to instruct the trustee of the
ESOP as to how to vote the shares allocated to his or her account. The trustee
will not be affiliated with the Holding Company or Peoples Federal.
The ESOP may be amended by the Board of Directors, except that no
amendment may be made which would reduce the interest of any participant in the
ESOP trust fund or divert any of the assets of the ESOP trust fund to purposes
other than the benefit of participants or their beneficiaries.
Other Stock Benefit Plans. In addition to the above-described benefit
plan, in the future, the Holding Company may consider the implementation of a
stock option plan and RRP. It is not anticipated, however, that such plan or
plans will be adopted until, at the earliest, the first anniversary after the
completion of the Conversion. If a determination is made to implement a stock
option plan or RRP, it is anticipated that any such plans will be submitted to
stockholders for their consideration at which time stockholders would be
provided with detailed information regarding such plan. If such plans are
approved, they will have a dilutive effect on the Holding Company's stockholders
as well as effect the Holding Company's net income and stockholders' equity;
although such effects cannot be determined until such plans are implemented. See
"Summary - Benefits of Stock Conversion to Directors and Executive Officers."
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Certain Transactions
The Association has followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for the
financing of their personal residences and for consumer purposes. Under the
Association's current policy, all such loans to directors and senior officers
are required to be made in the ordinary course of business and on the same
terms, including collateral and interest rates, as those prevailing at the time
for comparable transactions and do not involve more than the normal risk of
collectibility. However, prior to August 1989, the Association waived loan
origination fees on loans to directors and employees. At October 31, 1996, the
Association's loans to directors, officers and employees totalled approximately
$1,406,000 or 10.2%, 9.6%, 9.1% and 8.6% of pro forma stockholders' equity based
on the sale of the dollar amount of shares aggregating the minimum, midpoint,
maximum and 15% above the Estimated Valuation Range, respectively.
THE CONVERSION
The Board of Directors of the Association and the OTS have approved the
Plan of Conversion. OTS approval does not constitute a recommendation or
endorsement of the Plan of Conversion. Certain terms used in the following
summary of the material terms of the Conversion are defined in the Plan of
Conversion, a copy of which may be obtained by contacting Peoples Federal.
General
The Board of Directors of the Association has adopted the Plan, subject
to approval by the OTS and the members of the Association. Pursuant to the Plan,
the Association is to be converted from a federally chartered mutual savings
association to a federally chartered stock savings association, with the
concurrent formation of a holding company. The OTS has approved the Plan,
subject to its approval by the affirmative vote of the members of the
Association holding not less than a majority of the total number of votes
eligible to be cast at a special meeting called for that purpose (the "Special
Meeting"), to be held on ________, 1997.
The Conversion will be accomplished through amendment of the
Association's federal charter to authorize capital stock, at which time the
Association will become a wholly owned subsidiary of the Holding Company. The
Conversion will be accounted for as a pooling of interests.
Subscription Rights have been granted to Eligible Account Holders as of
October 31, 1995, the Tax-Qualified Employee Plans of the Association and
Holding Company, Supplemental Eligible Account Holders as of December 31, 1996,
other members, and officers, directors and employees of the Association.
Additionally, members of the general public are being afforded the opportunity
to subscribe for Holding Company Common Stock in a direct Community Offering,
with a preference to natural persons who reside in Shelby County, Ohio. See
"- Offering of Holding Company Common Stock." Depending upon market conditions,
any shares not initially subscribed for in the Subscription and Community
Offering may be offered for sale
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on a best efforts basis by a selling group of broker-dealers. Subscriptions
for shares will be subject to the maximum and minimum purchase limitations set
forth in the Plan of Conversion.
Business Purposes
Peoples Federal has several business purposes for the Conversion. The
sale of Holding Company Common Stock will have the immediate result of providing
the Association with additional equity capital in order to support the
Association's existing operating strategies, subject to applicable regulatory
restrictions. The sale of the Common Stock is the most effective means of
increasing the Association's permanent capital and does not involve the high
interest cost and repayment obligation of subordinated debt. In addition,
investment of that part of the net Conversion proceeds paid by the Holding
Company to the Association is expected to provide additional operating income to
further increase the Association's capital on a continuing basis.
The Board of Directors of the Association believes that a holding
company structure could facilitate the acquisition of other savings institutions
in the future as well as other companies. If a multiple holding company
structure is utilized in a future acquisition, the acquired savings institution
would be able to operate on a more autonomous basis as a wholly owned subsidiary
of the Holding Company rather than as a division of the Association. For
example, the acquired savings institution could retain its own directors,
officers and corporate name as well as having representation on the Board of
Directors of the Holding Company. As of the date hereof, there are no plans or
understandings regarding the acquisition of any other institutions.
The Board of Directors of the Association also believes that a holding
company structure can facilitate the diversification of the Association's
business activities. While the potential for diversification will be maximized
if a unitary holding company structure is utilized because the types of business
activities permitted to a unitary holding company are broader than those of a
multiple holding company, either type of holding company may engage in a broader
range of activities than may a thrift institution directly. Currently, there are
no plans that the Holding Company engage in any material activities apart from
holding the shares of the Association and investing the remaining net proceeds
from the sale of Common Stock in the Conversion.
The preferred stock and additional common stock of the Holding Company
being authorized in the Conversion will be available for future acquisitions and
for issuance and sale to raise additional equity capital, generally without
stockholder approval, but subject to market conditions. Although the Holding
Company currently has no plans with respect to future issuances of equity
securities, the more flexible operating structure provided by the Holding
Company and the stock form of ownership is expected to assist the Association in
competing more aggressively with other financial institutions in its principal
market area.
The Conversion will structure the Association in the stock form used in
the United States by all commercial banks, most major business corporations and
an increasing number of savings institutions. The Conversion will permit the
Association's members to become stockholders of the Holding Company, thereby
allowing members to own stock in the financial organization in which they
maintain deposit accounts or with which they have a borrowing relationship. Such
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ownership should encourage members to promote the Association to others, thereby
further contributing to the Association's earnings potential.
The Association is also expected to benefit from its management and
employees owning stock, because stock ownership is viewed as an effective
performance incentive and a means of attracting, retaining and compensating
personnel.
Effects of Conversion to Stock Form on Depositors and Borrowers
of the Association
Voting Rights. Deposit account holders will have no voting rights in
the converted Association or the Holding Company and will therefore not be able
to elect directors of either entity or to control their affairs. These rights
are currently accorded to deposit account holders with regard to the
Association. Subsequent to Conversion, voting rights will be vested exclusively
in the Holding Company as the sole stockholder of the Association. Voting rights
as to the Holding Company will be held exclusively by its stockholders. Each
purchaser of Holding Company Common Stock shall be entitled to vote on any
matters to be considered by the Holding Company stockholders. A stockholder will
be entitled to one vote for each share of Common Stock owned, subject to certain
limitations applicable to holders of 10% or more of the shares of the Common
Stock. See "Description of Capital Stock."
Deposit Accounts and Loans. The general terms of the Association's
deposit accounts, the balances of the individual accounts and the existing FDIC
insurance coverage will not be affected by the Conversion. Furthermore, the
Conversion will not affect the loan accounts, the balances of these accounts, or
the obligations of the borrowers under their individual contractual arrangements
with the Association.
Tax Effects. The Association has received an opinion from Silver,
Freedman & Taff, L.L.P. with regard to federal income taxation, and an opinion
from Crowe, Chizek and Company LLP with regard to Ohio taxation, to the effect
that the adoption and implementation of the Plan of Conversion set forth herein
will not be taxable for federal or Ohio tax purposes to the Association or the
Holding Company. See "- Income Tax Consequences."
Liquidation Rights. The Association has no plans to liquidate, either
before or subsequent to the completion of the Conversion. However, if there
should ever be a complete liquidation, either before or after Conversion,
deposit account holders would receive the protection of insurance by the FDIC up
to applicable limits. Subject thereto, liquidation rights before and after
Conversion would be as follows:
Liquidation Rights in Present Mutual Institution. In addition to the
protection of FDIC insurance up to applicable limits, in the event of a complete
liquidation of the Association, each holder of a deposit account in the
Association in its present mutual form would receive his or her pro rata share
of any assets of the Association remaining after payment of claims of all
creditors (including the claims of all depositors in the amount of the
withdrawal value of their accounts). Such holder's pro rata share of such
remaining assets, if any, would be in the same proportion of such assets as the
balance in his or her deposit account was to the aggregate balance in all
deposit accounts in the Association at the time of liquidation.
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Liquidation Rights in Proposed Converted Institution. After Conversion,
each deposit account holder, in the event of a complete liquidation of the
Association, would have a claim of the same general priority as the claims of
all other general creditors of the Association in addition to the protection of
FDIC insurance up to applicable limits. Therefore, except as described below,
the deposit account holder's claim would be solely in the amount of the balance
in his or her deposit account plus accrued interest. The holder would have no
interest in the assets of the Association above that amount.
The Plan of Conversion provides that there shall be established, upon
the completion of the Conversion, a special "liquidation account" for the
benefit of Eligible Account Holders and Supplemental Eligible Account Holders
(i.e., depositors at October 31, 1995 and December 31, 1996) in an amount equal
to the net worth of the Association as of the date of its latest statement of
financial condition contained in the final prospectus relating to the sales of
shares of Holding Company Common Stock in the Conversion. Each Eligible Account
Holder and Supplemental Eligible Account Holder would have an initial interest
in such liquidation account for each deposit account held in the Association on
the applicable record date. A deposit account holder's interest as to each
deposit account would be in the same proportion of the total liquidation account
as the balance in his or her account on the applicable record date, was to the
aggregate balance in all deposit accounts of Eligible Account Holders and/or
Supplemental Eligible Account Holders on such dates. For deposit accounts in
existence on both dates separate subaccounts shall be determined on the basis of
the qualifying deposits in such deposit accounts on such record dates. However,
if the amount in the deposit account on any annual closing date of the
Association is less than the lowest amount in such account on October 31, 1995
or December 31, 1996 and on any subsequent closing date (each December 31st),
then the account holder's interest in this special liquidation account would be
reduced by an amount proportionate to any such reduction, and the account
holder's interest would cease to exist if such deposit account were closed.
In addition, the interest in the special liquidation account would
never be increased despite any increase in the balance of the account holders'
related accounts after Conversion, and could only decrease.
Any assets remaining after the above liquidation rights of Eligible
Account Holders and Supplemental Eligible Account Holders were satisfied would
be distributed to the Holding Company as the sole stockholder of the
Association.
No merger, consolidation, purchase of bulk assets with assumption of
deposit accounts and other liabilities, or similar transaction, whether the
Association, as converted, or another SAIF-insured institution is the surviving
institution, is deemed to be a complete liquidation for purposes of distribution
of the liquidation account and, in any such transaction, the liquidation account
would be assumed to the full extent authorized by regulations of the OTS as then
in effect. The OTS has stated that the consummation of a transaction of the type
described in the preceding sentence in which the surviving entity is not a
SAIF-insured institution would be reviewed on a case-by-case basis to determine
whether the transaction should constitute a "complete liquidation" requiring
distribution of any then remaining balance in the liquidation account. While the
Association believes that such a transaction should not constitute a complete
liquidation, there can be no assurance that the OTS will not adopt a contrary
position.
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Common Stock. For information as to the characteristics of the Common
Stock to be issued under the Plan of Conversion, see "Dividends" and
"Description of Capital Stock." Common Stock issued under the Plan of Conversion
cannot, and will not, be insured by the FDIC or any other governmental agency.
The Association will continue, immediately after completion of the
Conversion, to provide its services to depositors and borrowers pursuant to its
existing policies and will maintain the existing management and employees of the
Association. Other than for payment of expenses incident to the Conversion, no
assets of the Association will be distributed in the Conversion. Peoples Federal
will continue to be a member of the FHLB System, and its deposit accounts will
continue to be insured by the FDIC. The affairs of Peoples Federal will continue
to be directed by the existing Board of Directors and management.
Offering of Holding Company Common Stock
Under the Plan of Conversion, 1,552,500 shares of Holding Company
Common Stock will be offered for sale, subject to certain restrictions described
below, initially through a Subscription Offering. Federal conversion regulations
require, with certain exceptions, that at least the minimum number of shares
offered in a conversion be sold in order for the conversion to become effective.
The Subscription and Community Offering will expire at 5:00 p.m.,
Sidney, Ohio time, on ________, 1997 (the "Subscription Expiration Date") unless
extended by the Association and the Holding Company. Regulations of the OTS
require that all shares to be offered in the Conversion be sold within a period
ending not more than 45 days after the Subscription Expiration Date (or such
longer period as may be approved by the OTS) or, despite approval of the Plan of
Conversion by members, the Conversion will not be effected and Peoples Federal
will remain in mutual form. This period expires on _____________, 1997, unless
extended with the approval of the OTS. If the Subscription and Community
Offering is extended beyond ________, 1997, all subscribers will have the right
to modify or rescind their subscriptions and to have their subscription funds
returned promptly with interest. In the event that the Conversion is not
effected, all funds submitted and not previously refunded pursuant to the
Subscription and Community Offering will be promptly refunded to subscribers
with interest at the Association's current passbook rate, and all withdrawal
authorizations will be terminated.
Stock Pricing and Number of Shares to be Issued
Federal regulations require that the aggregate purchase price of the
securities of a thrift institution sold in connection with its conversion must
be based on an appraised aggregate market value of the institution as converted
(i.e., taking into account the expected receipt of proceeds from the sale of the
securities in the conversion), as determined by an independent valuation.
Keller, which is experienced in the valuation and appraisal of business
entities, including thrift institutions involved in the conversion process, was
retained by the Association to prepare an appraisal of the estimated pro forma
market value of the Association and the Holding Company upon Conversion.
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Keller will receive a fee of approximately $17,000 for its appraisal.
The Association has agreed to indemnify Keller under certain circumstances
against liabilities and expenses (including legal fees) arising out of, related
to, or based upon the Conversion.
Keller has prepared an appraisal of the estimated pro forma market value of
the Association as converted. The Keller appraisal concluded that, at March 4,
1997, an appropriate range for the estimated pro forma market value of the
Association and the Holding Company was from a minimum of $11,475,000 to a
maximum of $15,525,000 with a midpoint of $13,500,000. Assuming that the shares
are sold at $10.00 per share in the Conversion, the estimated number of shares
to be issued in the Conversion is expected to be between 1,147,500 and
1,552,500. The Purchase Price of $10.00 was determined by discussion among the
Boards of Directors of the Association, the Holding Company and Keller, taking
into account, among other factors, (i) the requirement under OTS regulation that
the Common Stock be offered in a manner that would achieve the widest
distribution of shares and (ii) liquidity in the Common Stock subsequent to the
Conversion.
The appraisal involved a comparative evaluation of the operating and
financial statistics of the Association with those of other thrift institutions.
The appraisal also took into account such other factors as the market for thrift
institution stocks generally, prevailing economic conditions, both nationally
and in Ohio which affect the operations of thrift institutions, the competitive
environment within which the Association operates and the effect of the
Association becoming a subsidiary of the Holding Company. No detailed individual
analysis of the separate components of the Holding Company's and the
Association's assets and liabilities was performed in connection with the
evaluation. The Plan of Conversion requires that all of the shares subscribed
for in the Subscription and Community Offering be sold at the same price per
share. The Board of Directors reviewed and discussed with Keller the appraisal,
including the methodology and the appropriateness of the assumptions utilized
and determined that in its opinion the Appraisal was not unreasonable. The
Estimated Valuation Range may be amended with the approval of the OTS in
connection with changes in the financial condition or operating results of the
Association or market conditions generally. As described below, an amendment to
the Estimated Valuation Range would not be made without a resolicitation of
subscriptions and/or proxies except in limited circumstances.
If, upon completion of the Subscription and Community Offering, at
least the minimum number of shares are subscribed for, Keller, after taking into
account factors similar to those involved in its prior Appraisal, will determine
its estimate of the pro forma market value of the Association and the Holding
Company upon Conversion, as of the close of the Subscription and Community
Offering.
If, based on the estimate of Keller, the aggregate pro forma market
value is not within the Estimated Valuation Range, Keller, upon the consent of
the OTS, will determine a new Estimated Valuation Range ("Amended Valuation
Range"). If the aggregate pro forma market value of the Association as converted
and the Holding Company has increased in the Amended Valuation Range to an
amount that does not exceed $17,853,750 (i.e., 15% above the maximum of the
Estimated Valuation Range), then the number of shares to be issued may be
increased to accommodate such increase in value without a resolicitation of
subscriptions and/or proxies. In such event the Association and the Holding
Company do not intend to resolicit subscriptions
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and/or proxies unless the Association and the Holding Company then determine,
after consultation with the OTS, that circumstances otherwise require such a
resolicitation. If, however, the aggregate pro forma market value of the Holding
Company and the Association, as converted, at that time is less than $11,475,000
or more than $17,853,750, a resolicitation of subscribers and/or proxies may be
made, the Plan of Conversion may be terminated or such other actions as the OTS
may permit may be taken. In the event that upon completion of the Subscription
and Community Offering, the pro forma market value of the Holding Company and
Association, as converted, is below $11,475,000 or above $17,853,750 (15% above
the maximum of the Estimated Valuation Range), the Holding Company intends to
file the revised appraisal with the SEC by post-effective amendment to its
Registration Statement on Form S-1. See "Additional Information." If the Plan
of Conversion is terminated, all funds would be returned promptly with interest
at the rate of the Association's current passbook rate, and holds on funds
authorized for withdrawal from deposit accounts would be released. If there is a
resolicitation of subscriptions, subscribers will be given the opportunity to
cancel or change their subscriptions and to the extent subscriptions are so
canceled or reduced, funds will be returned with interest at the Association's
current passbook savings rate, and holds on funds authorized for withdrawal from
deposit accounts will be released or reduced. Unless there is a resolicitation,
stock subscriptions received by the Holding Company and the Association may not
be withdrawn by the subscriber and, if accepted by the Holding Company and the
Association, are final. If the Conversion is not completed prior to ___________,
1999 (two years after the date of the Special Meeting), the Plan of Conversion
will automatically terminate.
Any increase in the total number of shares of Common Stock to be
offered in the Conversion will dilute a subscriber's percentage ownership
interest and will reduce the pro forma net income and net worth on a per share
basis. A decrease in the number of shares to be issued in the Conversion will
increase a subscriber's proportionate ownership interest and will increase both
pro forma net income and net worth on a per share basis while decreasing that
amount on an aggregate basis.
No sale of the shares will take place unless, prior thereto, Keller
confirms to the OTS that, to the best of Keller's knowledge and judgment,
nothing of a material nature has occurred which would cause Keller to conclude
that the actual Purchase Price on an aggregate basis is incompatible with its
estimate of the aggregate pro forma market value of the Holding Company and the
Association as converted at the time of the sale. If, however, the facts do not
justify such a statement, the Subscription and Community Offering or other sale
may be canceled, or a new Estimated Valuation Range set and a new offering held.
In preparing its valuation of the pro forma market value of the
Association and the Holding Company upon Conversion, Keller relied upon and
assumed the accuracy and completeness of all financial and statistical
information provided by the Association and the Holding Company. Keller also
considered information based upon other publicly available sources which it
believes are reliable. However, Keller does not guarantee the accuracy and
completeness of such information and did not independently verify the financial
statements and other data provided by the Association and the Holding Company or
independently value the assets or liabilities of the Association and the Holding
Company. The appraisal is not intended to be, and must not be interpreted as, a
recommendation of any kind as to the advisability of voting to approve the
Conversion or of purchasing shares of Common Stock. The
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appraisal considers Peoples Federal and the Holding Company only as going
concerns and should not be considered as any indication of the liquidation
value of Peoples Federal or the Holding Company. Moreover, the appraisal is
necessarily based on many factors which change from time to time. There can be
no assurance that persons who purchase shares in the Conversion will be able to
sell such shares at prices at or above the Purchase Price.
Subscription Offering
In accordance with OTS regulations, nontransferable Subscription Rights
have been granted under the Plan of Conversion to the following persons in the
following order of priority: (1) Eligible Account Holders (deposit account
holders of the Association as of October 31, 1995; (2) Tax-Qualified Employee
Plans; (3) Supplemental Eligible Account Holders (deposit account holders of the
Association as of December 31, 1996; (4) Other Members (depositors of the
Association, other than Eligible Account Holders or Supplemental Eligible
Account Holders at the close of business on __________, 1997, the voting record
date for the Special Meeting); and (4) officers, directors and employees of the
Association. All subscriptions received will be subject to the availability of
Holding Company Common Stock after satisfaction of all subscriptions of all
persons having prior rights in the Subscription Offering, and to the maximum and
minimum purchase limitations set forth in the Plan of Conversion. The preference
categories are more fully described below.
Category No. 1 is reserved for the Association's Eligible Account
Holders. Subscription Rights to purchase shares under this category will be
allocated among Eligible Account Holders to permit each such depositor to
purchase shares in an amount equal to the greater of $100,000 of Common Stock or
one-tenth of one percent (.10%) of the total shares offered in the Subscription
and Community Offering, or 15 times the product (rounded down to the next whole
number) obtained by multiplying the total number of shares of Common Stock to be
issued by a fraction of which the numerator is the amount of the qualifying
deposits of the Eligible Account Holder and the denominator is the total amount
of the qualifying deposits of all Eligible Account Holders in the Association,
in each case on the Eligibility Record Date, subject to the overall purchase
limitation and exclusive of shares issued pursuant to an increase in the
Estimated Valuation Range of up to 15% after satisfying the subscriptions of
Tax-Qualified Employee Plans. To the extent shares are oversubscribed in this
category, shares shall be allocated among subscribing Eligible Account Holders
to permit each such depositor, to the extent possible, to purchase a number of
shares sufficient to make his total allocations equal 100 shares. Any shares not
so allocated shall be allocated among the subscribing Eligible Account Holders
pro rata in the same proportion that each such subscriber's Qualifying Deposit,
as defined in the Plan of Conversion, bears to the total Qualifying Deposits of
all subscribing Eligible Account Holders whose subscriptions remain unsatisfied.
Category No. 2 provides for the issuance of Subscription Rights to
Tax-Qualified Employee Plans to purchase up to 10% of the total amount of shares
of Common Stock issued in the Subscription and Community Offering on a second
priority basis. However, such plans shall not, in the aggregate, purchase more
than 10% of the Holding Company Common Stock issued. The ESOP intends to
purchase a total of 8% of the Common Stock issued in the Conversion under this
category. Subscription Rights received pursuant to this category shall be
subordinated to all rights received by Eligible Account Holders to purchase
shares pursuant to
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Category No. 1; provided, however, that notwithstanding any provision of the
Plan of Conversion to the contrary, the Tax-Qualified Employee Plans shall have
first priority Subscription Rights to the extent that the total number of shares
of Common Stock sold in the Conversion exceeds the maximum of the Estimated
Valuation Range.
Category No. 3 is reserved for the Association's Supplemental Eligible
Account Holders. Subscription Rights to purchase shares under this category will
be allocated among Supplemental Eligible Account Holders to permit each such
depositor to purchase shares in an amount equal to the greater of $100,000,
one-tenth of one percent (.10%) of the total shares of Common Stock offered
in the Conversion, or 15 times the product (rounded down to the next whole
number) obtained by multiplying the total number of shares of Common Stock
to be issued by a fraction of which the numerator is the amount of the
qualifying deposit of the Supplemental Eligible Account Holder and the
denominator is the total amount of the qualifying deposit of the Supplemental
Eligible Account Holders in the converting Association in each case on
December 31, 1996 (the "Supplemental Eligibility Record Date"), subject to
the overall purchase limitation after satisfying the subscriptions of Eligible
Account Holders and Tax Qualified Employee Plans. In the event of an
oversubscription for shares, the shares available shall be allocated first to
permit each subscribing Supplemental Eligible Account Holder, to the extent
possible, to purchase a number of shares sufficient to make his total allocation
(including the number of shares, if any, allocated in accordance with Category
No. 1) equal to 100 shares, and thereafter among each subscribing Supplemental
Eligible Account Holder pro rata in the same proportion that his Qualifying
Deposit bears to the total Qualifying Deposits of all subscribing Supplemental
Eligible Account Holders whose subscriptions remain unsatisfied.
Category No. 4 provides, to the extent that shares are then available
after satisfying the subscriptions of Eligible Account Holders, Tax-Qualified
Employee Plans and Supplemental Eligible Account Holders, for the issuance of
Subscription Rights to Other Members to purchase shares equal to the greater of
$100,000 of Common Stock or one-tenth of one percent (.10%) of the total amount
of shares of Common Stock offered in the Subscription and Community Offering. In
the event of an oversubscription, the available shares will be allocated on a
pro rata basis in the same proportion as a subscriber's total votes on the
Voting Record Date for the Special Meeting bears to the total votes of all
subscribing Other Members on such date.
Each depositor (including IRA and Keogh account beneficiaries) is
entitled at the Special Meeting to cast one vote for each $100, or fraction
thereof, of the aggregate withdrawal value of all of such depositor's savings
accounts in the Association as of the applicable voting record date, up to a
maximum of 1,000 votes. Each borrower member of the Association as of the Voting
Record Date will be entitled to cast one vote as a borrower member.
Category No. 5 provides for the issuance of Subscription Rights to
officers, directors and employees of the Association, to purchase up to $100,000
of Common Stock to the extent that shares are available after satisfying the
subscriptions of eligible subscribers in preference Categories 1, 2, 3 and 4.
The total number of shares which may be purchased under this Category may not
exceed 24% of the total number of shares sold in the Conversion. In the event of
an oversubscription, the available shares will be allocated on a pro rata basis
in the same proportion that orders of each person bear to the total orders of
all subscribers in this Category.
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Community Offering
To the extent that shares remain available for purchase after
satisfaction of all subscriptions received and accepted in the Subscription
Offering, the Association has determined to offer shares pursuant to the Plan to
certain members of the general public in the Community Offering with a
preference given to natural persons residing in Shelby County, Ohio. Any excess
of shares available will be available for purchase by the general public in such
a manner as to promote a wide distribution of the Common Stock. Finally,
depending on market conditions, the Association may offer shares to the general
public in a Syndicated Community Offering on a best efforts basis through a
selected dealer arrangement.
The opportunity to subscribe for shares of Common Stock in the
Community Offering (including a Syndicated Community Offering, if any) is
subject to the right of the Association and the Holding Company, in their sole
discretion, to accept or reject any such orders in whole or in part either at
the time of receipt of an order or as soon as practicable following the
Subscription Expiration Date. Regulations of the OTS require that all shares to
be offered in the Conversion be sold within a period ending not more than 45
days after the Subscription Expiration Date (or such longer period as may be
approved by the OTS). This period expires on ____________, 1997 unless extended
with the approval of the OTS. In addition, if the Subscription and Community
Offering is extended beyond ____________, 1997 all subscribers will be
resolicited and notified of their rights to confirm, modify or rescind their
subscriptions and to have their subscription funds returned promptly with
interest. No person, together with associates of and persons acting in concert
with such person, may purchase more than $100,000 of Common Stock in the
Community Offering. Subject to the foregoing, in the event of an
oversubscription in the Community Offering, shares will be allocated first to
cover orders of natural persons residing in Shelby County, next to cover orders
of other persons (whose order is accepted by the Association) so that such
person may receive up to 1,000 shares and thereafter, to the extent shares
remain available, on a pro rata basis in the same proportion that unfilled
orders of each person bears to the total unfilled orders of all persons.
Additional Purchase Restrictions
In addition to the purchase limitations for each priority category
described above under "Subscription Offering" and for purchases in the Public
Offering, the Plan also provides for certain additional limitations to be placed
upon the aggregate purchase of shares in the Conversion. Specifically, no person
(other than a Tax-Qualified Employee Plan or certain large depositors) by
himself or herself or with an associate, and no group of persons acting in
concert, may subscribe for or purchase more than $200,000 of Common Stock
offered in the Conversion based on the Estimated Valuation Range, without regard
to an increase in the number of shares to be issued. For purposes of this
limitation, an associate of a person does not include a Tax- Qualified Employee
Plan or Non-Tax Qualified Employee Plan in which the person has a substantial
beneficial interest or serves as a trustee or in a similar fiduciary capacity.
Moreover, for purposes of this paragraph, shares held by one or more Tax
Qualified or Non-Tax Qualified Employee Plans attributed to a person shall not
be aggregated with shares purchased directly by or otherwise attributable to
that person except for that portion of a plan which is self-directed by a
person. See "-Stock Pricing and Number of Shares to be Issued" regarding
potential changes in Subscription Rights in the event of a decrease in the
number of shares to be issued
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in the Conversion. Officers and directors and their associates may not
purchase, in the aggregate, more than 34% of the shares to be sold in
the Conversion. For purposes of the Plan, the members of the Board of
Directors are not deemed to be acting in concert solely by reason of their
Board membership. For purposes of this limitation, an associate of an officer or
director does not include a Tax-Qualified Employee Plan. Moreover, any shares
attributable to the officers and directors and their associates, but held by a
Tax-Qualified Employee Plan (other than that portion of a plan which is
self-directed) shall not be included in calculating the number of shares which
may be purchased under the limitations in this paragraph. Shares purchased by
employees who are not officers or directors of the Association, or their
associates, are not subject to this limitation. The term "associate" is used
above to indicate any of the following relationships with a person: (i) any
corporation or organization (other than the Holding Company or the Association
or a majority-owned subsidiary of the Holding Company or the Association)
of which a person is an officer or partner or is, directly or indirectly,
the beneficial owner of 10% or more of any class of equity security;
(ii) any trust or other estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee or in a
similar fiduciary capacity; and (iii) any relative or spouse of such person
or any relative of such spouse who has the same home as such person or who is a
director or officer of the Holding Company or the Association or any subsidiary
of the Holding Company or the Association.
The Boards of Directors of the Holding Company and the Association, in
their sole discretion, may increase the maximum purchase limitations referred to
above up to 9.99% of the total shares sold in the Subscription and Community
Offering, provided that the percentage by which each such order exceeds 5% of
the shares being offered in the Subscription and Community Offering shall not
exceed, in the aggregate, 10% of the shares being offered in the Subscription
and Community Offering. Requests to purchase additional shares of Holding
Company Common Stock under this provision will be allocated by the Boards of
Directors on a pro rata basis giving priority in accordance with the priority
rights set forth above. Depending on market and financial conditions, the Boards
of Directors of the Holding Company and the Association, with the approval of
the OTS and without further approval of the members, may increase any of the
above purchase limitations or decrease the maximum purchase limitation to as low
as 1% of the shares of Common Stock offered in the Conversion.
To the extent that shares are available, each subscriber must subscribe
for a minimum of 25 shares. In computing the number of shares to be allocated,
all numbers will be rounded down to the next whole number.
Common Stock purchased in the Conversion will be freely transferable
except for shares purchased by executive officers and directors of the
Association or the Holding Company. See "- Restrictions on Transfer of
Subscription Rights and Shares."
Marketing and Underwriting Arrangements
The Association has retained the services of Webb to consult with and
to advise the Association and the Holding Company, and to assist the
Association, on a best efforts basis, in the distribution of shares in the
Subscription and Community Offering. Webb is an SEC-registered firm and is a
member of the National Association of Securities Dealers, Inc. (the "NASD"). Its
telephone number is (614) 766-8400. Webb will render services to the
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Association and the Holding Company including: 1) assistance in structuring
the offering and analysis of the depositor base and community served by the
Association; 2) providing its employees on site to staff the Stock Information
Center to maintain records of all stock subscriptions; 3) training the
Association's personnel regarding the mechanics and regulatory requirements
of the Conversion process; 4) conducting information meetings for subscribers
and other potential purchasers; and 5) assistance in obtaining proxies from the
Association's members with respect to the special meeting.
For its services, Webb will receive a management fee and estimated
expenses of $35,000, and will be paid a commission of 1.5% of the aggregate
Purchase Price of Common Stock sold in the Subscription and Community Offering,
excluding Common Stock purchased by directors, officers and employees of the
Association, or members of their immediate families and ESOP purchases. The
Holding Company will also pay a fee of 5.5% of the aggregate Purchase Price
of shares of Common Stock sold in the Subscription and Community Offering
through a syndicate of a broker dealers should such brokers or registered
representatives be engaged. The Association has agreed to reimburse Webb for
its out-of-pocket expenses and its legal fees and expenses and to indemnify
Webb against certain claims or liabilities, including certain liabilities
under the Securities Act of 1933, as amended.
Directors and executive officers of the Holding Company and the Association
may, to a limited extent, participate in the soliciation of offers to purchase
Common Stock. Sales will be made from a Stock Information Center located away
from the publicly accessible areas (including teller windows) of the
Association's office. Other employees of the Association may participate in the
Offering in administrative capacities, providing clerical work in effecting a
sales transaction or answering questions of a potential purchaser provided that
the content of the employee's responses is limited to information contained in
this Prospectus or other offering document. Other questions of prospective
purchasers will be directed to executive officers or registered representatives
of Webb. Such other employees have been instructed not to solicit offers to
purchase Common Stock or provide advice regarding the purchase of Common Stock.
To the extent permitted under applicable law, directors and executive officers
of the Holding Company and the Association may participate in the solicitation
of offers to purchase Common Stock.
A conversion center will be established at the Association's office, in an
area separated from the Association's banking operations. No sales activities
will be conducted in the public areas of the Association's offices, but persons
will be able to obtain a Prospectus and sales information at such places, and
employees will inform prospective purchasers to direct their questions to the
conversion center. Completed stock orders will be accepted at such places, and
will be promptly forwarded to the conversion center for processing.
Sales of Common Stock will be made primarily by registered
representatives affiliated with Webb or by the broker-dealers managed by Webb. A
Stock Information Center will be established at the main office of the
Association. The Holding Company will rely on Rule 3a4-1 under the Exchange Act
and sales of Common Stock will be conducted within the requirements of Rule
3a4-1, so as to permit officers, directors and employees to participate in the
sale of Common Stock. No officer, director or employee of the Holding Company or
the Association will be compensated in connection with his participation by the
payment of commissions or other remuneration based either directly or indirectly
on the transactions in the Common Stock. In
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addition, directors and executive officers of the Association may participate in
the solicitation of offers to purchase Common Stock and other employees of the
Association may participate in the Subscription and Community Offering in
ministerial capacities.
Method of Payment for Subscriptions
To purchase shares in the Subscription and Community Offering, an
executed original Order Form, including the certification form (facsimile and
photocopies will not be accepted) with the required payment for each share
subscribed for, or with appropriate authorization for withdrawal from the
subscriber's deposit account at the Association (which may be given by
completing the appropriate blanks in the order form), must be received by the
Holding Company at an office of the Association by 5:00 p.m., Sidney, Ohio time
on ________, 1997, the Subscription Expiration Date. Order Forms which are not
received by such time or are executed defectively or are received without full
payment (or appropriate withdrawal instructions) are not required to be
accepted.
Payment for subscriptions may be made (i) in cash if delivered in
person at the office of the Association, (ii) by check, bank draft or money
order or (iii) by authorization of withdrawal from deposit accounts maintained
with the Association. Interest will be paid on payments made by cash, check,
bank draft or money order, whether or not the Conversion is completed or
terminated, at the regular passbook rate of 3.05% per annum from the date
payment is received until the completion or termination of the Conversion. If
payment is made by authorization of withdrawal from deposit accounts, the funds
authorized to be withdrawn from a deposit account will continue to accrue
interest at the contractual rates until completion or termination of the
Conversion, but a hold will be placed on such funds, thereby making them
unavailable to the depositor until completion or termination of the Conversion.
If a subscriber authorizes the Association to withdraw the amount of
the purchase price from his certificate account, the Association will do so as
of the effective date of Conversion. The Association will waive any applicable
penalties for early withdrawal from certificate accounts. If the remaining
balance in a certificate account is reduced below the applicable
minimum balance requirement at the time that the funds actually are transferred
under the authorization, the rate paid on the remaining balance of the
certificate account will earn interest at the then-current passbook rate.
If the ESOP subscribes for shares during the Subscription Offering, the
ESOP will not be required to pay for the shares subscribed for at the time it
subscribes, but rather, may pay for such shares of Common Stock subscribed for
at the Purchase Price upon consummation of the Conversion, provided that there
is in force from the time of its subscription until such time a loan commitment
to lend to the ESOP, at such time, the aggregate Purchase Price of the shares
for which it subscribed.
Certificates representing shares of Common Stock purchased will be
mailed to purchasers at the last address of such persons appearing on the
records of the Holding Company, or to such other address as may be specified in
properly completed order forms, as soon as practicable following consummation of
the sale of all shares of Common Stock. Any certificates returned as
undeliverable will be disposed of in accordance with applicable law.
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To ensure that each purchaser receives a prospectus at least 48 hours
prior to the Expiration Date in accordance with Rule 15c2-8 under the Exchange
Act, no prospectus will be mailed any later than five days prior to such date or
hand delivered any later than two days prior to such date. Execution of the
order form will confirm receipt or delivery in accordance with Rule 15c2-8.
Order forms will only be distributed with a prospectus. The Holding Company will
accept for processing only orders submitted on original order forms with the
form of certification. Photocopies or facsimile copies of order forms or
certifications will not be accepted. Payment by cash, check, money order, bank
draft or debit authorization to an existing account at the Association must
accompany the order form. No wire transfers will be accepted.
In order to ensure that Eligible Account Holders, Supplemental Eligible
Account Holders and Other Members receive their stock purchase priorities,
depositors as of the Eligibility Record Date (October 31, 1995), the
Supplemental Eligibility Record Date (December 31, 1996) and/or the Voting
Record Date (___________, 1997) must list all accounts on the stock order form
giving all names on each account and the account number as of the applicable
record date.
In addition to the foregoing, if shares are offered through selected
dealers in the Community Offering, a purchaser may pay for his shares with funds
held by or deposited with a selected dealer. If an order form is executed and
forwarded to the selected dealer or if the selected dealer is authorized to
execute the order form on behalf of a purchaser, the selected dealer is required
to forward the order form and funds to the Holding Company for deposit in a
segregated account at the Association on or before noon of the business day
following receipt of the order form or execution of the order form by the
selected dealer. Alternatively, selected dealers may solicit indications of
interest from their customers and thereafter seek their confirmation as to their
intent to purchase. Those indicating an intent to purchase shall forward
executed order forms and certifications to their selected dealer or authorize
the selected dealer to execute such forms. The selected dealer will acknowledge
receipt of the order to its customer in writing on the following business day
and will debit such customer's account on the third business day after the
customer has confirmed his intent to purchase (the "debit date") and on
or before noon of the next business day following the debit date will send order
forms and funds to the Holding Company for deposit in a segregated account at
the Association. If such alternative procedure is employed, purchasers' funds
are not required to be in their accounts with selected dealers until the debit
date.
Restrictions on Transfer of Subscription Rights and Shares
Prior to the completion of the Conversion, the OTS conversion
regulations prohibit any person with Subscription Rights, including the
Tax-Qualified Employee Plans, Eligible Account Holders, Supplement Eligible
Account Holders and Other Members of the Association, from transferring or
entering into any agreement or understanding to transfer the legal or beneficial
ownership of the Subscription Rights issued under the Plan or the shares of
Common Stock to be issued upon their exercise. Such rights may be executed only
by the person to whom they are granted and only for his account. Each person
exercising Subscription Rights will be required to certify that he is purchasing
shares solely for his own account and that he has no agreement or understanding
regarding the sale or transfer of such shares. The regulations also prohibit any
person from offering or making an announcement of an offer or intent to make an
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offer to purchase Subscription Rights or shares of Common Stock prior to the
completion of the Conversion.
The Association and the Holding Company may pursue any and all legal
and equitable remedies in the event they become aware of the transfer of
Subscription Rights and will not honor orders known by them to involve the
transfer of such rights.
Except as to directors and executive officers of the Association and
the Holding Company, the shares of Common Stock sold in the Conversion will be
freely transferable. Shares purchased by directors, executive officers or their
associates in the Conversion shall be subject to the restrictions that said
shares shall not be sold during the period of one year following the date of
purchase, except in the event of the death of the stockholder. Accordingly,
stock certificates issued by the Holding Company to directors, executive
officers and associates shall bear a legend giving appropriate notice of such
restriction and, in addition, the Holding Company will give appropriate
instructions to the transfer agent for the Holding Company's Common Stock with
respect to the applicable restriction upon transfer of any restricted shares.
Any shares issued at a later date as a stock dividend, stock split or otherwise,
to holders of restricted stock, shall be subject to the same restrictions that
may apply to such restricted stock. Holding Company Common Stock (like the stock
of most companies) is subject to the requirements of the Securities Act of 1933,
as amended (the "Securities Act"). Accordingly, the Holding Company's Common
Stock may be offered and sold only in compliance with registration requirements
or pursuant to an applicable exemption from registration.
Holding Company's Common Stock received in the Conversion by persons
who are not "affiliates" of the Holding Company may be resold without
registration. Shares received by affiliates of the Holding Company (primarily
the directors, officers and principal stockholders of the Holding Company) will
be subject to the resale restrictions of Rule 144 under the Securities Act. Rule
144 generally requires that there be publicly available certain information
concerning the Holding Company, and that sales thereunder be made in routine
brokerage transactions or through a market maker. If the conditions of Rule 144
are satisfied, each affiliate (or group of persons acting in concert with one or
more affiliates) is entitled to sell in the public market, without registration,
in any three-month period, a number of shares which does not exceed the greater
of (i) 1% of the number of outstanding shares of Holding Company stock, or (ii)
if the stock is admitted to trading on a national securities exchange or
reported through the automated quotation system of a registered securities bank,
the average weekly reported volume of trading during the four weeks preceding
the sale.
Participation by the Board and Executive Officers
The directors and executive officers of Peoples Federal have indicated
their intention to purchase in the Conversion an aggregate of $1,745,000 of
Common Stock, equal to 15.2%, 12.9%, 11.2% or 9.8% of the number of shares to
be issued in the Subscription and Community Offering, at the minimum, midpoint,
maximum and 15% above the maximum of the Estimated Valuation Range,
respectively. The following table sets forth information regarding Subscription
Rights to Common Stock intended to be exercised by each of the directors of the
Association, including members of their immediate family and their IRAs, and by
all directors and executive officers as a group. The following table assumes
that 1,350,000 shares, the midpoint of the Estimated Valuation Range, of Common
Stock are issued at the Purchase Price of $10.00 per share and that sufficient
shares will be available to satisfy the
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subscriptions indicated. The table does not include shares to be purchased
through the ESOP (8% of shares issued in the Conversion).
<TABLE>
<CAPTION>
Number of
Aggregate Shares at Percent of
Purchase $10.00 Shares at
Name Title Price per Share Midpoint
---- ----- --------- --------- ---------
<S> <C> <C> <C> <C>
Douglas Stewart President, Chief Executive $ 200,000 20,000 1.5%
Officer and Director
Richard T. Martin Chairman of the Board 200,000 20,000 1.5
Harry N. Faulkner Director 200,000 20,000 1.5
George R. Hoellrich Director 20,000 2,000 0.1
James W. Kerber Director 200,000 20,000 1.5
Robert W. Bertsch Director 200,000 20,000 1.5
John W. Sargeant Director 200,000 20,000 1.5
All directors and officers as a $1,745,000 174,500 12.9%
group (11 persons)
</TABLE>
Risk of Delayed Offering
The completion of the sale of all unsubscribed shares in the
Subscription and Community Offering will be dependent, in part, upon the
Association's operating results and market conditions at the time of the
Subscription and Community Offering. Under the Plan of Conversion, all shares
offered in the Conversion must be sold within a period ending 24 months from the
date of the Special Meeting. While the Association and the Holding Company
anticipate completing the sale of shares offered in the Conversion within this
period, if the Board of Directors of the Association and the Holding Company are
of the opinion that economic conditions generally or the market for publicly
traded thrift institution stocks make undesirable a sale of the Holding
Company's Common Stock, then the Subscription and Community Offering may be
delayed until such conditions improve.
A material delay in the completion of the sale of all unsubscribed
shares in the Subscription and Community Offering may result in a significant
increase in the costs of completing the Conversion. Significant changes in the
Association's operations and financial condition, the aggregate market value of
the shares to be issued in the Conversion and general market conditions may
occur during such material delay. In the event the Conversion is not consummated
within 24 months after the date of the Special Meeting of Members, the
Association would charge accrued Conversion costs to then current period
operations.
Approval, Interpretation, Amendment and Termination
All interpretations of the Plan of Conversion, as well as the
completeness and validity of order forms and stock order and account withdrawal
authorizations, will be made by the Association and the Holding Company and will
be final, subject to the authority of the OTS and the requirements of applicable
law. The Plan of Conversion provides that, if deemed necessary or desirable by
the Boards of Directors of the Association and the Holding Company, the Plan of
Conversion may be substantively amended (including an amendment to eliminate the
formation of the Holding Company as part of the Conversion) by the Boards of
Directors of the
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Association and the Holding Company, as a result of comments from regulatory
authorities or otherwise, at any time with the concurrence of the OTS. In the
event the Plan of Conversion is substantially amended, other than a change in
the maximum purchase limits set forth herein, the Holding Company intends to
notify subscribers of the change and to permit subscribers to modify or cancel
their subscriptions. The Plan of Conversion will terminate if the sale of all
shares is not completed within 24 months after the date of the Special Meeting
of Members. The Plan of Conversion may be terminated by the Boards of Directors
of the Holding Company and the Association with the concurrence of the OTS, at
any time. A specific resolution approved by a two-thirds vote of the Boards of
Directors of the Holding Company and the Association would be required to
terminate the Plan of Conversion prior to the end of such 24-month period.
Restrictions on Repurchase of Stock
For a period of three years following Conversion, the Holding Company
may not repurchase any shares of its capital stock, except in the case of an
offer to repurchase on a pro rata basis made to all holders of capital stock of
the Holding Company. Any such offer shall be subject to the prior approval of
the OTS. Furthermore, the Holding Company may not repurchase any of its stock
(i) if the result thereof would be to reduce the regulatory capital of the
Association below the amount required for the liquidation account to be
established pursuant to OTS regulations and (ii) except in compliance with the
requirements of the OTS' capital distribution rule.
The above limitations are subject to the OTS conversion rules which
generally provide that the Holding Company may repurchase its capital stock
provided (i) no repurchases occur within one year following the Conversion
(subject to certain exceptions), (ii) repurchases during the second and third
year after conversion are part of an open market stock repurchase program that
does not allow for a repurchase of more than 5% of the Holding Company's
outstanding capital stock during a 12-month period, (iii) the repurchases do not
cause the Association to become undercapitalized, and (iv) the Holding Company
provides notice to the OTS at lease 10 days prior to the commencement of a
repurchase program and the OTS does not object to such regulations. In addition,
the above limitations do not preclude repurchases of capital stock by the
Holding Company in the event applicable federal regulatory limitations are
subsequently liberalized.
Income Tax Consequences
Consummation of the Conversion is expressly conditioned upon prior
receipt by the Association of either a ruling from the IRS or an opinion of
Silver, Freedman & Taff, L.L.P. with respect to federal taxation, and an opinion
of Crowe, Chizek and Company LLP with respect to Ohio taxation, to the effect
that consummation of the Conversion will not be taxable to the converted
Association or the Holding Company. The full text of the Silver, Freedman &
Taff, L.L.P. opinion, the Keller opinion and the Crowe, Chizek and Company LLP
opinion, which opinions are summarized herein, were filed with the SEC as
exhibits to the Holding Company's Registration Statement on Form S-1. See
"Additional Information."
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An opinion which is summarized below has been received from Silver,
Freedman & Taff, L.L.P. with respect to the proposed Conversion of the
Association to the stock form. The Silver, Freedman Taff, L.L.P. opinion states
that (i) the Conversion will qualify as a reorganization under Section
368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, and no gain or
loss will be recognized to the Association in either its mutual form or its
stock form by reason of the proposed Conversion, (ii) no gain or loss will be
recognized to the Association in its stock form upon the receipt of money and
other property, if any, from the Holding Company for the stock of the
Association; and no gain or loss will be recognized to the Holding Company upon
the receipt of money for Common Stock of the Holding Company; (iii) the assets
of the Association in either its mutual or its stock form will have the same
basis before and after the Conversion; (iv) the holding period of the assets of
the Association in its stock form will include the period during which the
assets were held by the Association in its mutual form prior to Conversion; (v)
gain, if any, will be realized by the depositors of the Association upon the
constructive issuance to them of withdrawable deposit accounts of the
Association in its stock form, nontransferable subscription rights to purchase
Holding Company Common Stock and/or interests in the Liquidation Account (any
such gain will be recognized by such depositors, but only in an amount not in
excess of the fair market value of the subscription rights and Liquidation
Account interests received); (vi) the basis of the account holder's savings
accounts in the Association after the Conversion will be the same as the basis
of his or her savings accounts in the Association prior to the Conversion; (vii)
the basis of each account holder's interest in the Liquidation Account is
assumed to be zero; (viii) based on the Keller Letter, as hereinafter defined,
the basis of the subscription rights will be zero; (ix) the basis of the Holding
Company Common Stock to its stockholders will be the purchase price thereof; (x)
a stockholder's holding period for Holding Company Common Stock acquired
through the exercise of subscription rights shall begin on the date on which the
subscription rights are exercised and the holding period for the Conversion
Stock purchased in the Subscription and Community Offering will commence on the
date following the date on which such stock is purchased; (xi) the Association
in its stock form will succeed to and take into account the earnings and profits
or deficit in earnings and profits, of the Association, in its mutual form, as
of the date of Conversion; (xii) the Association, immediately after Conversion,
will succeed to and take into account the bad debt reserve accounts of the
Association, in mutual form, and the bad debt reserves will have the same
character in the hands of the Association after Conversion as if no Conversion
had occurred; and (xiii) the creation of the Liquidation Account will have no
effect on the Association's taxable income, deductions or addition to reserve
for bad debts either in its mutual or stock form.
The opinion from Silver, Freedman & Taff, L.L.P. is based, among other
things, on certain assumptions, including the assumptions that the exercise
price of the Subscription Rights to purchase Holding Company Common Stock will
be approximately equal to the fair market value of that stock at the time of the
completion of the proposed Conversion. With respect to the Subscription Rights,
the Association will receive a letter from Keller (the "Keller Letter") which,
based on certain assumptions, will conclude that the Subscription Rights to be
received by Eligible Account Holders, Supplemental Eligible Account Holders and
other eligible subscribers do not have any economic value at the time of
distribution or at the time the Subscription Rights are exercised, whether or
not a Public Offering takes place.
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The Association has also received an opinion of Silver, Freedman &
Taff, L.L.P. to the effect that, based in part on the Keller Letter: (i) no
taxable income will be realized by depositors as a result of the exercise of
non-transferable Subscription Rights to purchase shares of Holding Company
Common Stock at fair market value; (ii) no taxable income will be recognized by
borrowers, directors, officers and employees of the Association on the receipt
or exercise of Subscription Rights to purchase shares of Holding Company Common
Stock at fair market value; and (iii) no taxable income will be realized by the
Association or Holding Company on the issuance of Subscription Rights to
eligible subscribers to purchase shares of Holding Company Common Stock at fair
market value.
Notwithstanding the Keller Letter, if the Subscription Rights are
subsequently found to have a fair market value and are deemed a distribution of
property, it is Silver, Freedman & Taff, L.L.P.'s opinion that gain or income
will be recognized by various recipients of the Subscription Rights (in certain
cases, whether or not the rights are exercised) and the Association and/or the
Holding Company may be taxable on the distribution of the Subscription Rights.
In any event, all recipients are encouraged to consult with their own tax
advisors as to the tax consequences which may result.
With respect to Ohio taxation, the Association has received an opinion
from Crowe, Chizek and Company LLP to the effect that the Ohio tax consequences
to the Association, in its mutual or stock form, the Holding Company, eligible
account holders, parties receiving subscription rights, parties purchasing
conversion stock, and other parties participating in the Conversion will be the
same as the federal income tax consequences described above.
Unlike a private letter ruling, the opinions of Silver, Freedman &
Taff, L.L.P. and Crowe, Chizek and Company LLP, as well as the Keller Opinion,
have no binding effect or official status, and no assurance can be given that
the conclusions reached in any of those opinions would be sustained by a court
if contested by the IRS or the Ohio State tax authorities.
RESTRICTIONS ON ACQUISITIONS OF STOCK AND
RELATED TAKEOVER DEFENSIVE PROVISIONS
Although the Boards of Directors of the Association and the Holding
Company are not aware of any effort that might be made to obtain control of the
Holding Company after Conversion, the Board of Directors, as discussed below,
believes that it is appropriate to include certain provisions as part of the
Holding Company's certificate of incorporation to protect the interests of the
Holding Company and its stockholders from takeovers which the Board of Directors
of the Holding Company might conclude are not in the best interests of the
Association, the Holding Company or the Holding Company's stockholders.
The following discussion is a general summary of material provisions of
the Holding Company's certificate of incorporation and bylaws and certain other
regulatory provisions which may be deemed to have an "anti-takeover" effect. The
following description of certain of these provisions is necessarily general and,
with respect to provisions contained in the Holding Company's certificate of
incorporation and bylaws and the Association's proposed federal stock
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charter and bylaws, reference should be made in each case to the document in
question, each of which is part of the Association's Conversion Application
filed with the OTS and the Holding Company's Registration Statement filed with
the SEC. See "Additional Information."
Provisions of the Holding Company's Certificate of Incorporation and Bylaws
Directors. Certain provisions of the Holding Company's certificate of
incorporation and bylaws will impede changes in majority control of the Board of
Directors. The Holding Company's certificate of incorporation provides that the
Board of Directors of the Holding Company will be divided into three classes,
with directors in each class elected for three-year staggered terms except for
the initial directors. Thus, assuming a Board of six directors, it would take
two annual elections to replace a majority of the Holding Company's Board. The
Holding Company's bylaws provide that the size of the Board of Directors may be
increased or decreased only by a majority vote of the whole Board or by a vote
of 80% of the shares eligible to be voted at a duly constituted meeting of
stockholders called for such purpose. The bylaws also provide that any vacancy
occurring in the Board of Directors, including a vacancy created by an increase
in the number of directors, shall be filled for the remainder of the unexpired
term by a majority vote of the directors then in office. Finally, the bylaws
impose certain notice and information requirements in connection with the
nomination by stockholders of candidates for election to the Board of Directors
or the proposal by stockholders of business to be acted upon at an annual
meeting of stockholders.
The certificate of incorporation provides that a director may only be
removed for cause by the affirmative vote of 80% of the shares eligible to vote.
Restrictions on Call of Special Meetings. The certificate of
incorporation of the Holding Company provides that a special meeting of
stockholders may be called only pursuant to a resolution of the Board of
Directors and for only such business as directed by the Board.
Stockholders are not authorized to call a special meeting.
Absence of Cumulative Voting. The Holding Company's certificate of
incorporation does not provide for cumulative voting rights in the election of
directors.
Authorization of Preferred Stock. The certificate of incorporation of
the Holding Company authorizes 500,000 shares of serial preferred stock, $.01
par value. The Holding Company is authorized to issue preferred stock from time
to time in one or more series subject to applicable provisions of law, and the
Board of Directors is authorized to fix the designations, powers, preferences
and relative participating, optional and other special rights of such shares,
including voting rights (which could be multiple or as a separate class) and
conversion rights. In the event of a proposed merger, tender offer or other
attempt to gain control of the Holding Company that the Board of Directors does
not approve, it might be possible for the Board of Directors to authorize the
issuance of a series of preferred stock with rights and preferences that would
impede the completion of such a transaction. If the Holding Company issues any
preferred stock which disparately reduces the voting rights of the Common Stock
within the meaning of Rule 19c-4 under the Exchange Act, the Common Stock could
be required to be delisted from the Nasdaq System. An effect of the possible
issuance of preferred stock, therefore, may be to deter a future takeover
attempt. The Board of Directors has no present
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plans or understandings for the issuance of any preferred stock and does not
intend to issue any preferred stock except on terms which the Board deems to be
in the best interests of the Holding Company and its stockholders.
Limitation on Voting Rights. The certificate of incorporation of the
Holding Company provides that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit"), be entitled or permitted to have any vote in
respect of the shares held in excess of the Limit. This limitation would not
inhibit any person from soliciting (or voting) proxies from other beneficial
owners for more than 10% of the Common Stock or from voting such proxies.
Beneficial ownership is to be determined pursuant to Rule 13d-3 of the General
Rules and Regulations of the Exchange Act, and in any event includes shares
beneficially owned by any affiliate of such person, shares which such person or
his affiliates (as defined in the certificate of incorporation) have the right
to acquire upon the exercise of conversion rights or options and shares as to
which such person and his affiliates have or share investment or voting power.
Directors and officers of the Holding Company by reason of their acting in such
capacity, shall not be deemed to beneficially own any shares owned by any other
director or officer. This provision will be enforced by the Board of Directors
to limit the voting rights of persons beneficially owning more than 10% of the
stock and thus could be utilized in a proxy contest or other solicitation to
defeat a proposal that is desired by a majority of the stockholders.
Procedures for Certain Business Combinations. The Holding Company's
certificate of incorporation requires that certain business combinations
(including transactions initiated by management) between the Holding Company (or
any majority-owned subsidiary thereof) and a 10% or more stockholder either (i)
be approved by at least 80% of the total number of outstanding voting shares,
voting as a single class, of the Holding Company, (ii) be approved by two-thirds
of the continuing Board of Directors (i.e., persons serving prior to the 10%
stockholder becoming such) or (iii) involve consideration per share generally
equal to that paid by such 10% stockholder when it acquired its block of stock.
It should be noted that since the Board and executive officers intend
to purchase approximately $1,745,000 of the shares offered in the Conversion and
may control the voting of additional shares through the ESOP, the Board and
management may be able to block the approval of combinations requiring an 80%
vote even where a majority of the stockholders vote to approve such
combinations.
Amendment to Certificate of Incorporation and Bylaws. Amendments to the
Holding Company's certificate of incorporation must be approved by the Holding
Company's Board of Directors and also by a majority of the outstanding shares of
the Holding Company's voting stock, provided, however, that approval by at least
80% of the outstanding voting stock is generally required for certain provisions
(i.e., provisions relating to number, classification, election and removal of
directors; amendment of bylaws; call of special stockholder meetings; offers to
acquire and acquisitions of control; director liability; certain business
combinations; power of indemnification; and amendments to provisions relating to
the foregoing in the certificate of incorporation).
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The bylaws may be amended by a majority vote of the Board of Directors
or the affirmative vote of at least 80% of the total votes eligible to be voted
at a duly constituted meeting of stockholders.
Purpose and Takeover Defensive Effects of the Holding Company's
Certificate of Incorporation and Bylaws. The Board of Directors of the
Association believes that the provisions described above are prudent and will
reduce the Holding Company's vulnerability to takeover attempts and certain
other transactions which have not been negotiated with and approved by its Board
of Directors. These provisions will also assist the Association in the orderly
deployment of the Conversion proceeds into productive assets during the initial
period after the Conversion. The Board of Directors believes these provisions
are in the best interest of the Association and of the Holding Company and its
stockholders. In the judgment of the Board of Directors, the Holding Company's
Board will be in the best position to determine the true value of the Holding
Company and to negotiate more effectively for what may be in the best interests
of its stockholders. Accordingly, the Board of Directors believes that it is in
the best interests of the Holding Company and its stockholders to encourage
potential acquirors to negotiate directly with the Board of Directors of the
Holding Company and that these provisions will encourage such negotiations and
discourage hostile takeover attempts. It is also the view of the Board of
Directors that these provisions should not discourage persons from proposing a
merger or other transaction at prices reflective of the true value of the
Holding Company and which is in the best interests of all stockholders.
Attempts to take over financial institutions and their holding
companies have recently become increasingly common. Takeover attempts which have
not been negotiated with and approved by the Board of Directors present to
stockholders the risk of a takeover on terms which may be less favorable than
might otherwise be available. A transaction which is negotiated and approved by
the Board of Directors, on the other hand, can be carefully planned and
undertaken at an opportune time in order to obtain maximum value for the Holding
Company and its stockholders, with due consideration given to matters such as
the management and business of the acquiring corporation and maximum strategic
development of the Holding Company's assets.
An unsolicited takeover proposal can seriously disrupt the business and
management of a corporation and cause it great expense. Although a tender offer
or other takeover attempt may be made at a price substantially above then
current market price, such offers are sometimes made for less than all of the
outstanding shares of a target company. As a result, stockholders may be
presented with the alternative of partially liquidating their investment at a
time that may be disadvantageous, or retaining their investment in an enterprise
which is under different management and whose objectives may not be similar to
those of the remaining stockholders. The concentration of control, which could
result from a tender offer or other takeover attempt, could also deprive the
Holding Company's remaining stockholders of the benefits of certain protective
provisions of the Exchange Act, if the number of beneficial owners becomes less
than the 300 required for Exchange Act registration.
Despite the belief of the Association and the Holding Company as to the
benefits to stockholders of these provisions of the Holding Company's
certificate of incorporation and bylaws, these provisions may also have the
effect of discouraging a future takeover attempt which would not be approved by
the Holding Company's Board, but pursuant to which
117
<PAGE>
stockholders may receive a substantial premium for their shares over then
current market prices. As a result, stockholders who might desire to participate
in such a transaction may not have any opportunity to do so. Such provisions
will also render the removal of the Holding Company's Board of Directors and of
management more difficult. The Board will enforce the voting limitation
provisions of the charter in proxy solicitations and accordingly could utilize
these provisions to defeat proposals that are favored by a majority of the
stockholders. The Boards of Directors of the Association and the Holding
Company, however, have concluded that the potential benefits outweigh the
possible disadvantages.
Pursuant to applicable law, at any annual or special meeting of its
stockholders after the Conversion, the Holding Company may adopt additional
charter provisions regarding the acquisition of its equity securities that would
be permitted to a Delaware corporation. The Holding Company and the Association
do not presently intend to propose the adoption of further restrictions on the
acquisition of the Holding Company's equity securities.
Other Restrictions on Acquisitions of Stock
Delaware Anti-Takeover Statute. The Delaware General Corporation Law
(the "DGCL") provides that buyers who acquire more than 15% of the outstanding
stock of a Delaware corporation, such as the Holding Company, are prohibited
from completing a hostile takeover of such corporation for three years. However,
the takeover can be completed if (i) the buyer, while acquiring the 15%
interest, acquires at least 85% of the corporation's outstanding stock (the 85%
requirement excludes shares held by directors who are also officers and certain
shares held under employee stock plans), or (ii) the takeover is approved by the
target corporation's board of directors and two-thirds of the shares of
outstanding stock of the corporation (excluding shares held by the bidder).
However, these provisions of the DGCL do not apply to Delaware
corporations with less than 2,000 stockholders or which do not have voting stock
listed on a national exchange or listed for quotation with a registered national
securities association. The Holding Company's common stock has been approved for
listing on the Nasdaq National Stock Market. Peoples Federal may exempt itself
from the requirements of the statute by adopting an amendment to its Certificate
of Incorporation or Bylaws electing not to be governed by this provision. At the
present time, the Board of Directors does not intend to propose any such
amendment.
Federal Regulation. A federal regulation prohibits any person prior to
the completion of a conversion from transferring, or entering into any agreement
or understanding to transfer, the legal or beneficial ownership of the
subscription rights issued under a plan of conversion or the stock to be issued
upon their exercise. This regulation also prohibits any person prior to the
completion of a conversion from offering, or making an announcement of an offer
or intent to make an offer, to purchase such subscription rights or stock. For
three years following conversion, this regulation prohibits any person, without
the prior approval of the OTS, from acquiring or making an offer to acquire more
than 10% of the stock of any converted savings institution if such person is, or
after consummation of such acquisition would be, the beneficial owner of more
than 10% of such stock. In the event that any person, directly or indirectly,
violates this regulation, the securities beneficially owned by such person in
excess of 10% may not be counted as shares entitled to vote and may not be voted
by any person or counted as
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<PAGE>
voting shares in connection with any matter submitted to a vote of stockholders.
Like the charter provisions outlined above, these federal regulations can make a
change in control more difficult, even if desired by the holders of the majority
of the shares of the stock. The Board of Directors reserves the right to ask the
OTS or other federal regulators to enforce these restrictions against persons
seeking to obtain control of the Company, whether in a proxy solicitation or
otherwise. The policy of the Board is that these legal restrictions must be
observed in every case, including instances in which an acquisition of control
of the Company is favored by a majority of the stockholders.
Federal law provides that no company, "directly or indirectly or acting
in concert with one or more persons, or through one or more subsidiaries, or
through one or more transactions," may acquire "control" of a savings
association at any time without the prior approval of the OTS. In addition,
federal regulations require that, prior to obtaining control of a savings
association, a person, other than a company, must give 60 days' prior notice to
the OTS and have received no OTS objection to such acquisition of control. Any
company that acquires such control becomes a "savings and loan holding company"
subject to registration, examination and regulation as a savings and loan
holding company. Under federal law (as well as the regulations referred to
below) the term "savings association" includes state and federally chartered
SAIF-insured institutions and federally chartered savings banks whose accounts
are insured by the SAIF and holding companies thereof.
Control, as defined under federal law, in general means ownership,
control of or holding irrevocable proxies representing more than 25% of any
class of voting stock, control in any manner of the election of a majority of a
savings association's directors, or a determination by the OTS that the acquiror
has the power to direct, or directly or indirectly to exercise a controlling
influence over, the management or policies of the institution. Acquisition of
more than 10% of any class of a savings association's voting stock, if the
acquiror also is subject to any one of eight "control factors," constitutes a
rebuttable determination of control under the regulations. Such control factors
include the acquiror being one of the two largest stockholders. The
determination of control may be rebutted by submission to the OTS, prior to the
acquisition of stock or the occurrence of any other circumstances giving rise to
such determination, of a statement setting forth facts and circumstances which
would support a finding that no control relationship will exist and containing
certain undertakings. The regulations provide that persons or companies which
acquire beneficial ownership exceeding 10% or more of any class of a savings
association's stock must file with the OTS a certification that the holder is
not in control of such institution, is not subject to a rebuttable determination
of control and will take no action which would result in a determination or
rebuttable determination of control without prior notice to or approval of the
OTS, as applicable.
DESCRIPTION OF CAPITAL STOCK
Holding Company Capital Stock
The 4.0 million shares of capital stock authorized by the Holding
Company certificate of incorporation are divided into two classes, consisting of
3.5 million shares of Common Stock
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<PAGE>
(par value $.01 per share) and 500,000 shares of serial preferred stock (par
value $.01 per share). The Holding Company currently expects to issue between
1,147,500 and 1,552,500 shares of Common Stock in the Conversion and no shares
of serial preferred stock. The aggregate par value of the issued shares will
constitute the capital account of the Holding Company on a consolidated basis.
Upon payment of the Purchase Price, all shares issued in the Conversion will be
duly authorized, fully paid and nonassessable. The balance of the Purchase Price
of Common Stock, less expenses of Conversion, will be reflected as paid-in
capital on a consolidated basis. See "Capitalization."
Each share of the Common Stock will have the same relative rights and
will be identical in all respects with each other share of the Common Stock. The
Common Stock of the Holding Company will represent non-withdrawable capital,
will not be of an insurable type and will not be insured by the FDIC.
Under Delaware law, the holders of the Common Stock will possess
exclusive voting power in the Holding Company. Each stockholder will be entitled
to one vote for each share held on all matters voted upon by stockholders,
subject to the limitation discussed under "Restrictions on Acquisitions of Stock
and Related Takeover Defensive Provisions - Provisions of the Holding Company's
Certificate of Incorporation and Bylaws - Limitation on Voting Rights." If the
Holding Company issues preferred stock subsequent to the Conversion, holders of
the preferred stock may also possess voting powers.
Liquidation or Dissolution. In the event of any liquidation,
dissolution or winding up of the Association, the Holding Company, as the sole
holder of the Association's capital stock would be entitled to receive, after
payment or provision for payment of all debts and liabilities of the Association
(including all deposit accounts and accrued interest thereon) and after
distribution of the balance in the special liquidation account to Eligible and
Supplemental Eligible Account Holders, all assets of the Association available
for distribution. In the event of liquidation, dissolution or winding up of the
Holding Company, the holders of its Common Stock would be entitled to receive,
after payment or provision for payment of all its debts and liabilities, all of
the assets of the Holding Company available for distribution. See "The
Conversion - Effects of Conversion to Stock Form on Depositors and Borrowers of
the Association." If preferred stock is issued subsequent to the Conversion, the
holders thereof may have a priority over the holders of Common Stock in the
event of liquidation or dissolution.
No Preemptive Rights. Holders of the Common Stock will not be entitled
to preemptive rights with respect to any shares which may be issued. The Common
Stock will not be subject to call for redemption, and, upon receipt by the
Holding Company of the full Purchase Price therefor, each share of the Common
Stock will be fully paid and nonassessable.
Preferred Stock. After Conversion, the Board of Directors of the
Holding Company will be authorized to issue preferred stock in series and to fix
and state the voting powers, designations, preferences and relative,
participating, optional or other special rights of the shares of each such
series and the qualifications, limitations and restrictions thereof. Preferred
stock may rank prior to the Common Stock as to dividend rights, liquidation
preferences, or both, and may have full or limited voting rights. The holders of
preferred stock will be entitled to vote
120
<PAGE>
as a separate class or series under certain circumstances, regardless of any
other voting rights which such holders may have.
Except as discussed above, the Holding Company has no present plans for
the issuance of the additional authorized shares of Common Stock or for the
issuance of any shares of preferred stock. In the future, the authorized but
unissued and unreserved shares of Common Stock will be available for general
corporate purposes, including but not limited to possible issuance as stock
dividends or stock splits, in future mergers or acquisitions, under a cash
dividend reinvestment and stock purchase plan, in a future underwritten or other
public offering, or under a stock based employee plan. The authorized but
unissued shares of preferred stock will similarly be available for issuance in
future mergers or acquisitions, in a future underwritten public offering or
private placement or for other general corporate purposes. Except as described
above or as otherwise required to approve the transaction in which the
additional authorized shares of common stock or authorized shares of preferred
stock would be issued, no stockholder approval will be required for the issuance
of these shares. Accordingly, the Board of Directors of the Holding Company,
without stockholder approval, can issue preferred stock with voting and
conversion rights which could adversely affect the voting power of the holders
of Common Stock.
Restrictions on Acquisitions. See "Restrictions on Acquisitions of
Stock and Related Takeover Defensive Provisions" for a description of certain
provisions of the Holding Company's certificate of incorporation and bylaws
which may affect the ability of the Holding Company's stockholders to
participate in certain transactions relating to acquisitions of control of the
Holding Company.
Dividends. The Holding Company's Board of Directors may consider a
policy of paying cash dividends on the Common Stock in the future. No decision
has been made, however, as to the amount or timing of such dividends, if any.
The declaration and payment of dividends are subject to, among other things, the
Holding Company's then current and projected consolidated operating results,
financial condition, regulatory restrictions, future growth plans and other
factors the Board deems relevant. Therefore, no assurance can be given that any
dividends will be declared.
The ability of the Holding Company to pay cash dividends to its
stockholders will be dependent, in part, upon the ability of the Association to
pay dividends to the Holding Company. OTS regulations do not permit the
Association to declare or pay a cash dividend on its stock or repurchase shares
of its stock if the effect thereof would be to cause its regulatory capital to
be reduced below the amount required for the liquidation account or to meet
applicable regulatory capital requirements.
Delaware law generally limits dividends of the Holding Company to an
amount equal to the excess of its net assets over its paid-in capital or, if
there is no such excess, to its net earnings for the current and immediately
preceding fiscal year. In addition, as the Holding Company does not anticipate,
for the immediate future, engaging in activities other than (i) investing in
cash, short-term securities and investment and mortgage-backed securities
similar to those invested in by the Association and (ii) holding the stock of
Peoples Federal, the Holding
121
<PAGE>
Company's ability to pay dividends will be limited, in part, by the
Association's ability to pay dividends, as set forth above.
Earnings appropriated to the Association's "Excess" bad debt reserves
and deducted for federal income tax purposes cannot be used by the Association
to pay cash dividends to the Holding Company without adverse tax consequences.
See "Regulation - Federal and State Taxation."
LEGAL MATTERS
The legality of the Common Stock and the federal income tax
consequences of the Conversion will be passed upon for Peoples Federal by the
firm of Silver, Freedman & Taff, L.L.P. (a limited liability partnership
including professional corporations), 1100 New York Avenue, N.W., Washington,
D.C. 20005. Silver, Freedman & Taff, L.L.P. has consented to the references
herein to its opinions. The Ohio tax consequences of the Conversion will be
passed upon by Crowe, Chizek and Company LLP. Crowe, Chizek and Company LLP has
consented to references herein to its opinion. Charles Webb & Company, a
Division of Keefe, Bruyette & Woods, Inc. has been represented in the Conversion
by Barnes and Thornburg, Indianapolis, Indiana.
EXPERTS
The financial statements of Peoples Federal as of June 30, 1995 and
1996 and for each of the three years in the period ended June 30, 1996,
appearing in this Prospectus and Registration Statement have been audited by
Crowe, Chizek and Company LLP, independent auditors, as set forth in their
report appearing elsewhere herein and in the Registration Statement, and are
included in reliance upon such report given upon the authority of said firm as
experts in accounting and auditing.
Keller has consented to the inclusion herein of the summary of its
appraisal report to the Association setting forth its opinion as to the
estimated pro forma market value of the Holding Company and the Association as
converted and to the reference to its opinion that Subscription Rights do not
have any economic value.
ADDITIONAL INFORMATION
The Holding Company has filed with the SEC a registration statement
under the Securities Act of 1933, as amended, with respect to the Common Stock
offered hereby. As permitted by the rules and regulations of the SEC, this
Prospectus does not contain all the information set forth in the registration
statement. Such information can be examined without charge at the public
reference facilities of the SEC located at 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies of such material can be obtained from the SEC at
prescribed rates. The statements contained herein as to the contents of any
contract or other
122
<PAGE>
document filed as an exhibit to the registration statement are, of necessity,
brief descriptions thereof of the material aspects of such contract or other
document; each such statement is qualified by reference to such contract or
document.
The Association has filed an Application for Conversion with the OTS
with respect to the Conversion. Pursuant to the rules and regulations of the
OTS, this Prospectus omits certain information contained in that Application.
The Application may be examined at the principal offices of the OTS, 1700 G
Street, N.W., Washington, D.C. 20552 and at the Chicago District Office of the
OTS, 200 West Madison Street, Suite 1300, Chicago, Illinois 60606, without
charge.
In connection with the Conversion, the Holding Company will register
the Common Stock with the SEC under Section 12(g) of the Exchange Act, and, upon
such registration, the Holding Company and the holders of its Common Stock will
become subject to the proxy solicitation rules, reporting requirements and
restrictions on stock purchases and sales by directors, officers and greater
than 10% stockholders, the annual and periodic reporting and certain other
requirements of the Exchange Act. Under the Plan, the Holding Company has
undertaken that it will not terminate such registration for a period of at least
three years following the Conversion.
A copy of the Certificate of Incorporation and Bylaws of the Holding
Company are available without charge from the Association.
123
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
Sidney, Ohio
FINANCIAL STATEMENTS
CONTENTS
REPORT OF INDEPENDENT AUDITORS ...................................... F-2
FINANCIAL STATEMENTS
BALANCE SHEETS ................................................ F-3
STATEMENTS OF INCOME .......................................... F-4
STATEMENTS OF RETAINED EARNINGS ............................... F-5
STATEMENTS OF CASH FLOWS ...................................... F-6
NOTES TO FINANCIAL STATEMENTS ................................. F-8
All schedules are omitted because the required information is not applicable or
is included in the financial statements and related notes.
The financial statements of the Holding Company have been omitted because the
Holding Company has not issued any stock, has no assets, no liabilities and has
not conducted any business other than of an organizational nature.
F-1.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Peoples Federal Savings and Loan Association
Sidney, Ohio
We have audited the accompanying balance sheets of Peoples Federal Savings and
Loan Association as of June 30, 1996 and 1995 and the related statements of
income, retained earnings and cash flows for each of the three years in the
period ended June 30, 1996. These financial statements are the responsibility of
the Association's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Peoples Federal Savings and
Loan Association as of June 30, 1996 and 1995, and the results of its operations
and its cash flows for each of the three years in the period ended June 30, 1996
in conformity with generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Association changed its
method of accounting for impaired loans in 1996, its method of accounting for
certain investment securities in 1995 and its method of accounting for income
taxes in 1994 to comply with new accounting guidance.
/s/ Crowe, Chizek and Company LLP
------------------------------------
Crowe, Chizek and Company LLP
Columbus, Ohio
July 11, 1996
- -------------------------------------------------------------------------------
F-2.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
BALANCE SHEETS
October 31, 1996 (unaudited) and June 30, 1996 and 1995
<TABLE>
<CAPTION>
October 31, June 30,
----------- -----------------------------------
1996 1996 1995
---- ---- ----
(Unaudited)
<S> <C> <C> <C>
ASSETS
Cash and amounts due from depository
institutions (Note 11) $ 612,568 $ 365,614 $ 684,739
Interest-bearing deposits in other banks 1,181,319 1,355,195 655,429
Overnight deposits 1,000,000 500,000
--------------- --------------- ----------------
Total cash and cash equivalents 1,793,887 2,720,809 1,840,168
Time deposits with other financial institutions 100,000 1,100,000
Investment securities held to maturity
(Estimated fair value of $2,091,170, $2,575,990
and $3,074,998 at October 31,
1996, June 30, 1996 and June 30, 1995,
respectively)(Note 2) 2,098,734 2,598,404 3,098,335
Loans receivable, net (Note 3) 83,720,691 78,232,660 71,932,721
Accrued interest receivable (Note 4) 643,602 622,962 555,928
Premises and equipment, net (Note 5) 780,009 797,671 814,382
Federal Home Loan Bank stock available for sale 678,700 667,000 622,400
Other assets 146,915 142,469 112,511
--------------- --------------- ----------------
$ 89,962,538 $ 86,881,975 $ 78,976,445
=============== =============== ================
LIABILITIES
Deposits (Note 7) $ 79,878,905 $ 77,317,506 $ 70,305,950
Accrued expense and other liabilities (Note 8) 895,712 351,932 309,684
--------------- --------------- ----------------
80,774,617 77,669,438 70,615,634
Commitments and contingencies (Note 11)
MEMBERS' EQUITY
Retained earnings-substantially restricted
(Notes 6 and 10) 9,187,921 9,212,537 8,360,811
--------------- --------------- ----------------
$ 89,962,538 $ 86,881,975 $ 78,976,445
=============== =============== ================
</TABLE>
- -------------------------------------------------------------------------------
See accompanying notes to financial statements.
F-3.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
STATEMENTS OF INCOME
Four months ended October 31, 1996 and 1995 (unaudited) and
years ended June 30, 1996, 1995 and 1994
<TABLE>
<CAPTION>
Four Months Ended October 31, Years Ended June 30,
---------------------------- --------------------
1996 1995 1996 1995 1994
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Interest income
Interest and fees on loans $ 2,166,958 $ 1,991,456 $ 6,048,141 $ 5,404,797 $ 4,750,726
Interest on investments 43,613 51,052 150,483 160,846 179,851
Interest on interest-bearing
deposits and overnight
deposits 36,607 66,430 269,849 121,059 113,099
Dividends on Federal Home
Loan Bank stock 15,659 14,706 44,781 37,730 27,047
------------- ------------- ------------- ------------- --------------
Total interest income 2,262,837 2,123,644 6,513,254 5,724,432 5,070,723
Interest expense
Interest on deposits 1,278,401 1,181,418 3,706,608 2,968,012 2,636,990
Interest on other borrowings 33,221
------------- ------------- ------------- ------------- --------------
Total interest expense 1,311,622 1,181,418 3,706,608 2,968,012 2,636,990
------------- ------------- ------------- ------------- --------------
Net interest income 951,215 942,226 2,806,646 2,756,420 2,433,733
Provision for loan
losses (Note 3) 20,589 8,477 68,447 54,734 82,585
------------- ------------- ------------- ------------- --------------
Net interest income after
provision for loan losses 930,626 933,749 2,738,199 2,701,686 2,351,148
------------- ------------- ------------- ------------- --------------
Noninterest income
Service fees and
other charges 20,710 16,324 57,473 59,941 65,174
------------- ------------- ------------- ------------- --------------
Noninterest expense
Compensation and
benefits (Note 9) 222,400 216,735 665,728 675,126 632,155
Occupancy and equipment 47,136 39,817 123,922 127,580 109,795
Computer processing
expense 47,141 47,150 138,926 143,495 140,515
FDIC deposit insurance
premiums (Note 8) 514,654 53,273 165,917 156,672 149,850
State franchise taxes 42,302 37,846 120,222 108,594 98,515
Other 115,000 94,646 288,720 283,295 296,441
------------- ------------- ------------- ------------- --------------
Total noninterest expense 988,633 489,467 1,503,435 1,494,762 1,427,271
------------- ------------- ------------- ------------- --------------
Income (loss) before income taxes
and accounting change (37,297) 460,606 1,292,237 1,266,865 989,051
Provision for income
taxes (Note 6) (12,681) 156,606 440,511 431,686 334,018
------------- ------------- ------------- ------------- --------------
Income (loss) before
accounting change (24,616) 304,000 851,726 835,179 655,033
Cumulative effect of change in
accounting for income taxes
(Note 1) (69,424)
------------- ------------- ------------- ------------- --------------
Net income (loss) $ (24,616) $ 304,000 $ 851,726 $ 835,179 $ 585,609
============= ============= ============= ============= ==============
</TABLE>
- -------------------------------------------------------------------------------
See accompanying notes to financial statements.
F-4.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
STATEMENTS OF RETAINED EARNINGS
Four months ended October 31, 1996 (unaudited) and
years ended June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
Balance, July 1, 1993 $ 6,940,023
Net income for the year ended June 30, 1994 585,609
---------------
Balance, June 30, 1994 7,525,632
Net income for the year ended June 30, 1995 835,179
---------------
Balance, June 30, 1995 8,360,811
Net income for the year ended June 30, 1996 851,726
---------------
Balance, June 30, 1996 9,212,537
Net loss for the four months ended
October 31, 1996 (unaudited) (24,616)
---------------
Balance, October 31, 1996 (unaudited) $ 9,187,921
===============
- -------------------------------------------------------------------------------
See accompanying notes to financial statements.
F-5.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
STATEMENTS OF CASH FLOWS
Four months ended October 31, 1996 and 1995 (unaudited) and
years ended June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Four Months
Ended October 31, Years Ended June 30,
----------------------------- ----------------------------------------------
1996 1995 1996 1995 1994
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities
Net income $ (24,616) $ 304,000 $ 851,726 $ 835,179 $ 585,609
Adjustments to reconcile net
income to net cash from
operating activities
Depreciation 17,662 17,988 55,445 52,460 41,440
Provision for loan losses 20,589 8,477 68,447 54,734 82,585
FHLB stock dividends (11,700) (10,900) (44,600) (37,600) (26,800)
Deferred taxes (144,688) 24,026 44,507 55,961 25,942
Cumulative effective of
accounting change 69,424
Gain on sale of real
estate owned (394)
(Gain)/loss on sale or
disposal of premises
and equipment (8,890) 5,891
Change in
Accrued interest
receivable and
other assets (25,416) 21,909 (99,015) (134,780) 55,417
Accrued expense and
other liabilities 688,468 155,342 (2,259) 11,960 (21,836)
Deferred loan fees (676) (14,742) (28,282) (10,746) (60,594)
------------- ------------- ------------- ------------- --------------
Net cash from
operating activities 519,623 506,100 837,079 832,665 751,187
------------- ------------- ------------- ------------- --------------
Cash flows from investing
activities
Proceeds from maturities
of investment securities 500,000 500,000 3,000,000 1,500,000 2,334,020
Purchase of investment
securities (499,922) (2,498,047) (1,000,000) (1,500,000)
Proceeds from maturities of
time deposits in other
financial institutions 1,000,000
Purchase of time deposits in
other financial institutions (1,000,000) (1,100,000)
Purchase of Federal Home
Loan Bank stock (12,900)
Net increase in loans (5,550,596) (887,067) (6,352,041) (5,366,558) (3,864,585)
Premises and equipment
expenditures (32,442) (39,844) (81,561) (33,118)
Proceeds from sale of
premises and equipment 10,000 125
Capital improvement
expenditures on real
estate owned (30,899)
Proceeds from sale of
real estate owned 42,652 11,938 105,000 246,879
------------- ------------- ------------- ------------- --------------
Net cash from investing
activities (4,007,944) (1,919,431) (6,967,994) (4,886,793) (2,816,804)
------------- ------------- ------------- ------------- --------------
</TABLE>
- -------------------------------------------------------------------------------
(Continued)
F-6.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
STATEMENTS OF CASH FLOWS (Continued)
Four months ended October 31, 1996 and 1995 (unaudited) and
years ended June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Four Months
Ended October 31, Years Ended June 30,
----------------------------- -------------------------------------
1996 1995 1996 1995 1994
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from financing
activities
Net increase in deposits $ 2,561,399 $ 4,909,569 $ 7,011,556 $ 1,939,089 $ 3,198,916
------------- ------------- ------------- ------------- --------------
Net cash from
financing activities 2,561,399 4,909,569 7,011,556 1,939,089 3,198,916
Net change in cash and
cash equivalents (926,922) 3,496,238 880,641 (2,115,039) 1,133,299
Cash and cash equivalents
at beginning of period 2,720,809 1,840,168 1,840,168 3,955,207 2,821,908
------------- ------------- ------------- ------------- --------------
Cash and cash equivalents
at end of period $ 1,793,887 $ 5,336,406 $ 2,720,809 $ 1,840,168 $ 3,955,207
============= ============= ============= ============= ==============
Supplemental disclosures of
cash flow information
Cash paid during the year for
Interest $ 1,169,760 $ 1,062,558 $ 3,716,477 $ 2,950,679 $ 2,580,178
Income taxes 40,000 94,444 406,444 378,955 419,000
Noncash transactions
Transfer from loans to
real estate owned 42,652 11,938 101,204
</TABLE>
- -------------------------------------------------------------------------------
See accompanying notes to financial statements.
F-7.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed in the
preparation of the accompanying financial statements.
Nature of Operations: Peoples Federal Savings & Loan Association ("Association")
is engaged primarily in the business of making residential real estate loans and
accepting deposits. Its operations are conducted solely through its main office
located in Sidney, Ohio. The Association's market area consists of Shelby and
surrounding counties.
Estimates: In preparing financial statements, management must make estimates and
assumptions. These estimates and assumptions affect the amounts reported for
assets, liabilities, revenues and expenses, as well as affecting disclosures
provided. Future results could differ from current estimates. Areas involving
the use of management's estimates and assumptions include the allowance for loan
losses, the fair value of certain securities, the determination and carrying
value of impaired loans, the carrying value of other real estate owned, the
recognition and measurement of loss contingencies, the depreciation of premises
and equipment, and the actuarial present value of pension benefit obligations,
net periodic pension expense and accrued pension costs recognized in the
Association's financial statements.
Cash and Cash Equivalents: For purposes of reporting cash flows, cash and cash
equivalents include cash on hand, deposits with financial institutions,
overnight deposits and time deposits with an original maturity of 90 days or
less. Overnight deposits are sold for one-day periods. The Association reports
net cash flows for customer loan and deposit transactions, as well as short-term
borrowings under its cash management line of credit with the Federal Home Loan
Bank of Cincinnati.
Investment Securities: The Association classifies securities into
held-to-maturity and available-for-sale categories. Held-to-maturity securities
are those which the Association has the positive intent to hold to maturity, and
are reported at amortized cost. Available-for-sale securities are those which
the Association may sell, if needed, for liquidity, asset-liability management,
or other reasons even if the Association does not presently intend such sale.
Available-for-sale securities are reported at fair value, with unrealized gains
or losses included as a separate component of equity, net of tax.
- -------------------------------------------------------------------------------
(Continued)
F-8.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
On July 1, 1994, the Association adopted Statement of Financial Accounting
Standards ("SFAS") No. 115 and accordingly classified its securities into the
categories discussed above. The Association classified all of its U.S. Treasury
notes and bonds and U.S. Government agencies as held to maturity. The
Association's Federal Home Loan Bank stock was classified as available for sale.
However, as cost approximated fair value for this stock, this reclassification
did not have any impact on the financial statements. Prior to this date,
securities were reported at amortized cost.
Loans Receivable: Loans receivable that management has the intent and ability to
hold for the foreseeable future or until maturity or pay-off are reported at
their outstanding principal adjusted for any charge-offs, the allowance for loan
losses, and any deferred fees or costs on originated loans.
Allowance for Losses on Loans: The allowance for loan losses is increased by
charges to income and decreased by charge-offs, net of recoveries. Management's
periodic evaluation of the adequacy of the allowance is based on the
Association's past loan loss experience, known and inherent risks in the
portfolio, adverse situations that may affect the borrower's ability to repay,
the estimated value of any underlying collateral and current economic
conditions.
SFAS No. 114, as amended by SFAS No. 118, was adopted at July 1, 1995. These
statements require recognition and measurement of impaired loans. Loans are
considered to be impaired if full principal and interest payments are not
anticipated. Impaired loans are reduced to the present value of expected future
cash flows or to the fair value of collateral, by allocating a portion of the
allowance for loan losses to such loans. If these allocations cause the
allowance for loan losses to require an increase, such increase is reported as
bad debt expense. The effect of adopting these standards did not materially
affect the allowance for loan losses at July 1, 1995, at June 30, 1996 or at
October 31, 1996.
Smaller-balance homogenous loans are evaluated for impairment in total. Such
loans include residential first mortgage loans secured by one- to four-family
residences, residential construction loans, credit card, automobile, home equity
and second mortgage loans. Commercial loans and mortgage loans secured by other
properties are evaluated individually for impairment. When analysis of borrower
operating results and financial condition indicate that underlying cash flows of
the borrower's business are not adequate to meet its debt service requirements,
the loan is evaluated for impairment. Often this is associated with a delay or
shortfall of payments of 30 days or more. The accrual of interest is
discontinued on a loan-by-loan basis, depending on the severity of delinquencies
and management's estimates of the collateral value. These loans are often
considered impaired. Impaired loans, or portions thereof, are charged off when
deemed uncollectible. The nature of disclosures for impaired loans generally is
considered comparable to prior nonaccrual loan disclosures.
- -------------------------------------------------------------------------------
(Continued)
F-9.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Interest and Fees on Loans: Interest on loans is accrued over the term of the
loans based upon the principal outstanding. Under SFAS No. 114, as amended by
SFAS No. 118, the carrying value of impaired loans is periodically adjusted to
reflect cash payments, revised estimates of future cash flows and increases in
the present value of expected cash flows due to the passage of time. Cash
payments representing interest income are reported as such and other cash
payments are reported as reductions in carrying value. Increases or decreases in
carrying value due to changes in estimates of future payments or the passage of
time are reported as reductions or increases in bad debt expense.
Loan fees collected and certain direct costs associated with originating and
acquiring loans are deferred over the life of the related loans, as an
adjustment of the yield.
Real Estate Owned: Real estate acquired through foreclosure or
deed-in-lieu-of-foreclosure is recorded at fair value less estimated costs to
sell. Upon foreclosure, the asset is transferred from loans to real estate owned
and any gain or loss is recorded through the allowance for loan losses. Any
subsequent change in the property's value is recorded in the valuation account
with a corresponding charge to income. Expenses incurred to carry real estate
owned are charged to operations as incurred. The Association had no real estate
owned at October 31, 1996 (unaudited), June 30, 1996 or June 30, 1995.
Premises and Equipment: Land is stated at cost. Buildings, furniture and
equipment are stated at cost less accumulated depreciation. Depreciation is
computed principally on the straight-line method over the estimated useful lives
of the respective properties and equipment. Maintenance and repairs are charged
to expense as incurred and improvements are capitalized.
Income Taxes: Effective July 1, 1993, the Association adopted SFAS No. 109,
"Accounting for Income Taxes" which requires that the Association follow the
liability method in accounting for income taxes. The liability method provides
that deferred tax assets and liabilities are recorded based on the difference
between the tax basis of assets and liabilities and their carrying amounts for
financial reporting purposes.
The effect on years prior to 1994 of changing to this method was a $69,424
decrease to net income and this amount is reflected in the Statement of Income
as a cumulative effect of change in accounting for income taxes. This change has
no significant effect on the provision for income taxes for the four months
ended October 31, 1996 and 1995 (unaudited) and the years ended June 30, 1996,
1995 and 1994, respectively.
- -------------------------------------------------------------------------------
(Continued)
F-10.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentration of Credit Risk: The Association's loan portfolio consists
principally of long-term conventional loans secured by first mortgage deeds on
single family residences located in its primary lending area of Shelby County,
Ohio. Mortgage loans comprise approximately 97% of the Association's loan
portfolio at October 31, 1996 and at June 30, 1996 and 1995. The remaining 3% of
the portfolio consists of consumer loans secured by automobiles, deposit
balances at the Association, and various other assets.
Basis of Presentation: In connection with the Association's initial public
offering, the Association reclassified certain items for all periods presented
to correspond with the October 31, 1996 presentation.
Interim Financial Information: The unaudited balance sheet as of October 31,
1996 and the related unaudited statements of income, retained earnings and cash
flows for the four months ended October 31, 1996 and 1995 have been prepared in
a manner consistent with the audited financial information presented. Management
believes that all adjustments, which were all of a normal and recurring nature,
have been recorded to the best of its knowledge and that the unaudited financial
information fairly presents the financial position and results of operations and
cash flows of the Association in accordance with generally accepted accounting
principles.
NOTE 2 - INVESTMENT SECURITIES
The amortized cost and estimated fair values of investments in debt securities
are summarized as follows:
<TABLE>
<CAPTION>
October 31, 1996 (unaudited)
-----------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
U.S. Government agencies $ 2,098,734 $ 7,564 $ 2,091,170
============== =========== ===============
June 30, 1996
-----------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
U.S. Government agencies $ 2,598,404 $ 600 $ 23,014 $ 2,575,990
============== ========== =========== ===============
</TABLE>
- -------------------------------------------------------------------------------
(Continued)
F-11.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 2 - INVESTMENT SECURITIES (Continued)
<TABLE>
<CAPTION>
June 30, 1995
----------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
U.S. Treasury notes and bonds $ 498,418 $ 605 $ 497,813
U.S. Government agencies 2,599,917 $ 3,160 25,892 2,577,185
-------------- ---------- ----------- ---------------
$ 3,098,335 $ 3,160 $ 26,497 $ 3,074,998
============== ========== =========== ===============
</TABLE>
The amortized cost and estimated fair values of debt securities, by contractual
maturity, are as follows at October 31, 1996 (unaudited):
<TABLE>
<CAPTION>
Estimated
Amortized Fair
Cost Value
---- -----
<S> <C> <C>
Due in one year or less $ 99,972 $ 98,750
Due after one year through five years 1,998,762 1,992,420
-------------- ---------------
$ 2,098,734 $ 2,091,170
============== ===============
</TABLE>
The amortized cost and estimated fair values of debt securities, by contractual
maturity, are as follows at June 30, 1996:
<TABLE>
<CAPTION>
Estimated
Amortized Fair
Cost Value
---- -----
<S> <C> <C>
Due in one year or less $ 599,968 $ 599,350
Due after one year through five years 1,998,436 1,976,640
-------------- ---------------
$ 2,598,404 $ 2,575,990
============== ===============
</TABLE>
Actual maturities could differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or prepayment
penalties.
No investment securities were pledged as collateral at October 31, 1996
(unaudited), June 30, 1996 or June 30, 1995.
No securities were sold during the four months ended October 31, 1996 and 1995
(unaudited) or during the years ended June 30, 1996, 1995 and 1994.
- -------------------------------------------------------------------------------
(Continued)
F-12.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 3 - LOANS RECEIVABLE
Loans receivable are summarized as follows:
<TABLE>
<CAPTION>
October 31, June 30,
----------- -----------------------------------
1996 1996 1995
---- ---- ----
(unaudited)
<S> <C> <C> <C>
Mortgage loans:
1-4 family residential $ 68,969,125 $ 65,448,109 $ 59,181,152
Multi-family residential 456,051 485,379 335,124
Commercial real estate 5,490,368 5,301,864 5,749,921
Real estate construction 9,121,165 7,090,779 6,638,875
Land 1,356,681 1,342,146 908,449
---------------- --------------- ----------------
Total mortgage loans 85,393,390 79,668,277 72,813,521
Consumer and other loans 2,595,506 2,549,131 2,147,092
---------------- --------------- ----------------
Total loans receivable 87,988,896 82,217,408 74,960,613
Less:
Allowance for loan losses (326,136) (307,308) (250,880)
Loans in process (3,773,155) (3,507,850) (2,579,059)
Deferred loan fees (168,914) (169,590) (197,872)
Unearned discount (81)
---------------- --------------- ----------------
$ 83,720,691 $ 78,232,660 $ 71,932,721
================ =============== ================
</TABLE>
Activity in the allowance for loan losses is summarized as follows:
<TABLE>
<CAPTION>
Four Months
Ended October 31, Years Ended June 30,
---------------------------- -------------------------------------------
1996 1995 1996 1995 1994
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Balance at beginning
of period $ 307,308 $ 250,880 $ 250,880 $ 197,800 $ 123,294
Provision for losses 20,589 8,477 68,447 54,734 82,585
Charge-offs (5,073) (14,748) (3,733) (14,980)
Recoveries 3,312 115 2,729 2,079 6,901
------------ ------------ ------------ ------------ ------------
Balance at end
of period $ 326,136 $ 259,472 $ 307,308 $ 250,880 $ 197,800
============ ============ ============ ============ ============
</TABLE>
As of and for the four months ended October 31, 1996 and 1995 (unaudited) and
the year ended June 30, 1996, no loans were considered impaired within the scope
of SFAS No. 114.
Loans on nonaccrual status totaled approximately $880,000 at October 31, 1996
(unaudited) and $826,000 and $708,000 at June 30, 1996 and 1995, respectively.
- -------------------------------------------------------------------------------
(Continued)
F-13.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 3 - LOANS RECEIVABLE (Continued)
In the ordinary course of business, the Association has and expects to continue
to have transactions, including borrowings, with its officers, directors and
their affiliates. In the opinion of management, such transactions were on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and did
not involve more than a normal risk of collectibility or present any other
unfavorable features to the Association. A summary of activity on related party
loans aggregating $60,000 or more to any one related party is as follows:
<TABLE>
<CAPTION>
Four Months Ended Year Ended
October 31, June 30,
----------- --------
1996 1996
---- ----
(unaudited)
<S> <C> <C>
Balance at beginning of period $ 461,503 $ 475,254
Principal repayments (6,658) (13,751)
Other changes 62,221
--------------- --------------
Balance at end of period $ 517,066 $ 461,503
=============== ==============
</TABLE>
Other changes result from an existing loan to an employee who became an officer
during the four months ended October 31, 1996 (unaudited).
NOTE 4 - ACCRUED INTEREST RECEIVABLE
Accrued interest receivable is summarized as follows:
<TABLE>
<CAPTION>
October 31, June 30,
----------- ------------------------------
1996 1996 1995
---- ---- ----
(unaudited)
<S> <C> <C> <C>
Investment securities and Federal Home
Home Loan Bank stock $ 29,519 $ 40,008 $ 44,692
Interest-bearing deposits in other
financial institutions 2,154 40,017
Loans receivable 611,929 542,937 511,236
------------ ------------ ------------
$ 643,602 $ 622,962 $ 555,928
============ ============ ============
</TABLE>
- -------------------------------------------------------------------------------
(Continued)
F-14.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment is summarized as follows:
<TABLE>
<CAPTION>
October 31, June 30,
----------- ----------------------------------
1996 1996 1995
---- ---- ----
(unaudited)
<S> <C> <C> <C>
Land $ 185,166 $ 185,166 $ 185,166
Buildings and improvements 989,091 989,091 989,091
Furniture and equipment 552,434 552,434 512,589
Automobile 13,016
--------------- -------------- --------------
Total cost 1,726,691 1,726,691 1,699,862
Accumulated depreciation 946,682 929,020 885,480
--------------- -------------- --------------
$ 780,009 $ 797,671 $ 814,382
=============== ============== ==============
</TABLE>
NOTE 6 - FEDERAL INCOME TAXES
The provision for federal income tax consisted of the following:
<TABLE>
<CAPTION>
Four Months
Ended October 31, Years Ended June 30,
-------------------------- -----------------------------------------
1996 1995 1996 1995 1994
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Current tax expense $ 132,007 $ 132,580 $ 396,004 $ 375,725 $ 308,076
Deferred tax (benefit)
expense (144,688) 24,026 44,507 55,961 25,942
------------ ------------ ------------ ------------ ------------
$ (12,681) $ 156,606 $ 440,511 $ 431,686 $ 334,018
============ ============ ============ ============ ============
</TABLE>
- -------------------------------------------------------------------------------
(Continued)
F-15.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 6 - FEDERAL INCOME TAXES (Continued)
The sources of gross deferred tax assets and gross deferred tax liabilities are
as follows:
<TABLE>
<CAPTION>
October 31, June 30,
----------- ------------------------------
1996 1996 1995
---- ---- ----
(unaudited)
<S> <C> <C> <C>
Items giving rise to deferred tax assets
Deferred loan fees $ 36,964 $ 37,741 $ 49,364
Reserve for delinquent interest 8,455 10,108 9,875
Accrued pension 1,321 81 3,479
Accrued SAIF assessment 155,006
------------ ------------ ------------
Total deferred tax assets 201,746 47,930 62,718
------------ ------------ ------------
Items giving rise to deferred tax liabilities
Depreciation (42,722) (43,428) (38,013)
Federal Home Loan Bank
stock dividends (62,730) (57,426) (42,262)
Allowance for loan losses (95,609) (91,079) (81,939)
------------ ------------ ------------
Total deferred tax liabilities (201,061) (191,933) (162,214)
------------ ------------ ------------
Net deferred tax asset (liability) $ 685 $ (144,003) $ (99,496)
============ ============ ============
</TABLE>
The difference between the financial statement tax provision and amounts
computed by applying the statutory federal income tax rate of 34% to income
before income taxes is as follows:
<TABLE>
<CAPTION>
Four Months
Ended October 31, Years Ended June 30,
------------------ ----------------------------------------
1996 1995 1996 1995 1994
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Income taxes computed
at the statutory tax
rate on pretax income $ (12,681) $ 156,606 $ 439,361 $ 430,734 $ 336,277
Add tax effect of:
Nondeductible
expenses and other -- -- 1,150 952 (2,259)
----------- ----------- ----------- ----------- -----------
$ (12,681) $ 156,606 $ 440,511 $ 431,686 $ 334,018
=========== =========== =========== =========== ===========
Statutory tax rate 34.0% 34.0% 34.0% 34.0% 34.0%
====== ===== ===== ===== ======
Effective tax rate (34.0)% 34.0% 34.1% 34.1% 33.8%
===== ===== ===== ===== ======
</TABLE>
- -------------------------------------------------------------------------------
(Continued)
F-16.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 6 - FEDERAL INCOME TAXES (Continued)
Retained earnings at October 31, 1996 (unaudited), June 30, 1996 and 1995
included approximately $1,732,000 for which no provision for federal income
taxes had been made. This amount represents the qualifying and nonqualifying tax
bad debt reserve as of December 31, 1987, which is the end of the Association's
base year for purposes of calculating the bad debt deduction for tax purposes.
If this portion of retained earnings is used in the future for any purpose other
than to absorb bad debts, it will be added to future taxable income.
NOTE 7 - DEPOSITS
A summary of deposits is as follows:
<TABLE>
<CAPTION>
October 31, June 30,
----------- ------------------------------------
1996 1996 1995
---- ---- ----
(unaudited)
<S> <C> <C> <C>
Noninterest-bearing
demand deposits $ 141,617 $ 117,725 $ 158,308
NOW accounts 3,255,458 3,183,873 3,256,691
Money market accounts 1,053,163 1,236,293 1,454,959
Savings accounts 16,950,432 19,038,989 18,439,470
Certificates of deposit 58,478,235 53,740,626 46,996,522
---------------- --------------- ----------------
$ 79,878,905 $ 77,317,506 $ 70,305,950
================ =============== ================
</TABLE>
The aggregate amount of certificates of deposit with a minimum denomination of
$100,000 was $4,810,232 at October 31, 1996 (unaudited) and $4,342,762 and
$4,704,378 at June 30, 1996 and 1995, respectively.
The scheduled maturities of certificates of deposit as of October 31, 1996
(unaudited) are as follows:
Years Ended
October 31,
-----------
(unaudited)
1997 $ 26,265,835
1998 23,132,718
1999 5,999,090
2000 2,387,776
2001 690,594
Thereafter 2,222
-----------------
$ 58,478,235
=================
- -------------------------------------------------------------------------------
(Continued)
F-17.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 7 - DEPOSITS (Continued)
The scheduled maturities of certificates of deposit as of June 30, 1996 are as
follows:
Years Ended
June 30,
--------
1997 $ 28,901,529
1998 15,622,228
1999 6,214,194
2000 1,225,671
2001 1,774,799
Thereafter 2,205
-----------------
$ 53,740,626
=================
NOTE 8 - SAVINGS ASSOCIATION INSURANCE FUND RECAPITALIZATION (UNAUDITED)
Included in accrued expense and other liabilities and FDIC deposit insurance
premium expense is $455,901 for a special assessment resulting from legislation
passed and enacted into law on September 30, 1996 to recapitalize the Savings
Association Insurance Fund of the Federal Deposit Insurance Corporation. Thrifts
such as the Association paid a one-time assessment in November, 1996 of $0.657
for each $100 in deposits as of March 31, 1995. As a result of the
recapitalization, the Association began paying lower deposit insurance premiums
in January, 1997.
NOTE 9 - PENSION PLAN
The Association maintains a defined benefit pension plan covering substantially
all employees. The Plan's funds are invested in certificates of deposit of the
Association with varying maturities and interest rates, as selected by the
trustees. The amount of benefit is computed based upon average monthly
compensation and number of years of employment. The Association's funding policy
is to contribute annually an amount that can be deducted for federal income tax
purposes.
- -------------------------------------------------------------------------------
(Continued)
F-18.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 9 - PENSION PLAN (Continued)
The following table sets forth the Plan's funded status and amounts recognized
in the Association's financial statements.
<TABLE>
<CAPTION>
October 31, June 30,
----------- ------------------------------
1996 1996 1995
---- ---- ----
(unaudited)
<S> <C> <C> <C>
Actuarial present value of accumulated benefit obligation:
Vested $ 229,550 $ 200,961 $ 156,175
Nonvested 586 377 85
------------ ------------ ------------
Total accumulated benefit obligation 230,136 201,338 156,260
Additional benefits based on estimated
future salary levels 243,817 219,340 206,164
------------ ------------ ------------
Projected benefit obligation 473,953 420,678 362,424
Plan assets at fair value, consisting of
certificates of deposit of the Association 369,556 338,658 270,867
------------ ------------ ------------
Excess of projected benefit obligation
over plan assets (104,397) (82,020) (91,557)
Items not yet recognized in income:
Unrecognized transition amount 61,784 62,930 65,681
Unrecognized prior service cost 22,923 23,350 24,374
Unrecognized net (gain)/loss 1,180 (26,807) (18,197)
Contribution adjustment 13,100 22,785 9,466
------------ ------------ ------------
Prepaid/(accrued) pension cost $ 5,410 $ 238 $ (10,233)
============ ============ ============
</TABLE>
Net pension cost included the following components:
<TABLE>
<CAPTION>
Four Months
Ended October 31, Years Ended June 30,
----------------- ---------------------------------------------
1996 1995 1996 1995 1994
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Service cost - benefits earned
during the period $ 8,966 $ 8,136 $ 24,407 $ 26,407 $ 34,062
Interest cost on projected
benefit obligation 10,517 9,061 27,182 25,880 25,274
Actual return on plan assets (5,744) (10,214) (30,641) 20,693 (22,254)
Net amortization
and deferral 1,258 6,882 20,648 (29,496) 19,460
------------ ------------ ------------ ------------ ------------
$ 14,997 $ 13,865 $ 41,596 $ 43,484 $ 56,542
============ ============ ============ ============ ============
</TABLE>
- -------------------------------------------------------------------------------
(Continued)
F-19.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 9 - PENSION PLAN (Continued)
<TABLE>
<CAPTION>
Four Months
Ended October 31, Years Ended June 30,
----------------- ------------------------------------------
1996 1995 1996 1995 1994
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Significant assumptions used:
Discount rate 7.50% 7.50% 7.50% 7.50% 7.00%
Rate of increase in
compensation levels 4.00 4.00 4.00 4.00 4.00
Expected long-term rate of
return on assets 5.00 5.00 5.00 5.00 5.00
</TABLE>
The unrecognized transition amount and prior service cost are being amortized
over 30 years on a straight-line basis.
NOTE 10 - REGULATORY CAPITAL REQUIREMENTS
Savings institutions insured by the FDIC are required to meet three regulatory
capital requirements. If a requirement is not met, regulatory authorities may
take legal or administrative actions, including restrictions on growth or
operations or, in extreme cases, seizure. Institutions not in compliance may
apply for an exemption from the requirements and submit a recapitalization or
merger plan.
Under these capital requirements, the Association had:
<TABLE>
<CAPTION>
October 31, 1996 (unaudited)
---------------------------------------------------------------------------
Percent Percent Percent
Tangible of Asset Core of Asset Risk-Based of Asset
(In thousands) Capital Base Capital Base Capital Base
------- ---- ------- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
GAAP capital $ 9,188 10.2% $ 9,188 10.2% $ 9,188 15.9%
Additional capital items:
General valuation
allowances - limited 326 .6
--------- -------- --------- ------ -------- -------
Regulatory capital - computed 9,188 10.2 9,188 10.2 9,514 16.5
Minimum capital requirement 1,351 1.5 2,701 3.0 4,627 8.0
--------- -------- --------- ------ -------- -------
Regulatory capital - excess $ 7,837 8.7% $ 6,487 7.2% $ 4,887 8.5%
========= ======== ========= ====== ======== =======
Regulatory asset base $ 90,049 $ 90,049 $ 57,833
========= ========= ========
</TABLE>
- -------------------------------------------------------------------------------
(Continued)
F-20.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 10 - REGULATORY CAPITAL REQUIREMENTS (Continued)
<TABLE>
<CAPTION>
June 30, 1996
--------------------------------------------------------------------------
Percent Percent Percent
Tangible of Asset Core of Asset Risk-Based of Asset
(In thousands) Capital Base Capital Base Capital Base
------- ---- ------- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
GAAP capital $ 9,213 10.6% $ 9,213 10.6% $ 9,213 16.3%
Additional capital items:
General valuation
allowances - limited 307 .5
--------- -------- --------- ------ -------- -------
Regulatory capital - computed 9,213 10.6 9,213 10.6 9,520 16.8
Minimum capital requirement 1,304 1.5 2,607 3.0 4,532 8.0
--------- -------- --------- ------ -------- -------
Regulatory capital - excess $ 7,909 9.1% $ 6,606 7.6% $ 4,988 8.8%
========= ======== ========= ====== ======== =======
Regulatory asset base $ 86,902 $ 86,902 $ 56,656
========= ========= ========
</TABLE>
NOTE 11 - COMMITMENTS AND CONTINGENCIES
The Association is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to make loans. The Association's
exposure to credit loss in the event of nonperformance by the other party to the
financial instrument for commitments to make loans is represented by the
contractual amount of those instruments. The Association follows the same credit
policy to make such commitments as is followed for those loans recorded in the
financial statements.
As of October 31, 1996 and June 30, 1996 and 1995, the Association had
commitments to make fixed rate commercial and residential real estate mortgage
loans at current market rates approximating $264,000 (unaudited), $581,000 and
$45,000, respectively, and variable rate commercial and residential real estate
mortgage loans at current market rates approximating $574,000 (unaudited),
$1,708,000 and $186,000, respectively. Loan commitments are generally for 30
days. The interest rates on fixed rate commitments ranged from 8.00% to 10.25%
at October 31, 1996 (unaudited), 7.25% to 8.50% at June 30, 1996 and 8.50% to
11.00% at June 30, 1995. The interest rates on variable rate commitments ranged
from 6.75% to 9.00% at October 31, 1996 (unaudited), 7.00% to 8.75% at June 30,
1996 and 6.75% to 9.00% at June 30, 1995.
The Association also had unused lines of credit approximating $647,000, $614,000
and $419,000 at October 31, 1996 (unaudited), and June 30, 1996 and 1995,
respectively.
- -------------------------------------------------------------------------------
(Continued)
F-21.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Continued)
Since commitments to make loans and lines of credit may expire without being
used, the amounts do not necessarily represent future cash commitments.
Collateral obtained upon exercise of the commitment is determined using
management's credit evaluation of the borrower, and generally consists of
residential or commercial real estate.
At October 31, 1996, the Association had a cash management line of credit
enabling it to borrow up to $5,000,000 with the Federal Home Loan Bank (FHLB) of
Cincinnati. The line of credit must be renewed on an annual basis. No borrowings
were outstanding on this line of credit at October 31, 1996 (unaudited), June
30, 1996 or June 30, 1995. Additionally, as a member of the Federal Home Loan
Bank system, the Association has the ability to obtain up to approximately
$13,574,000 of advances from the FHLB. The Association had no borrowings as a
result of this membership at October 31, 1996 (unaudited), June 30, 1996 or June
30, 1995. Advances under the borrowing agreements are collateralized by a
blanket pledge of the Association's residential mortgage loan portfolio and
Federal Home Loan Bank stock.
At October 31, 1996 (unaudited), and June 30, 1996 and 1995, the Association was
required to have $271,000, $269,000 and $244,000, respectively, on deposit with
its correspondent banks as a compensating clearing requirement.
NOTE 12 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table shows the estimated fair values of the Association's
financial instruments and the related carrying values. Items which are not
financial instruments are not included.
<TABLE>
<CAPTION>
October 31, 1996
--------------------------------------
Estimated
Carrying Fair
Value Value
----- -----
(unaudited)
<S> <C> <C>
Financial assets:
Cash and cash equivalents $ 1,793,887 $ 1,794,000
Time deposits with other financial
institutions 100,000 100,000
Investment securities held to maturity 2,098,734 2,091,000
Loans receivable, net 83,720,691 83,345,000
Accrued interest receivable 643,602 644,000
Federal Home Loan Bank stock 678,700 679,000
Financial liabilities:
Deposits $ (79,878,905) $ (80,304,000)
Accrued interest payable (223,733) (224,000)
</TABLE>
- -------------------------------------------------------------------------------
(Continued)
F-22.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 12 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
(Continued)
<TABLE>
<CAPTION>
June 30, 1996
-------------
Estimated
Carrying Fair
Value Value
----- -----
<S> <C> <C>
Financial assets:
Cash and cash equivalents $ 2,720,809 $ 2,721,000
Time deposits with other financial
institutions 1,100,000 1,102,000
Investment securities held to maturity 2,598,404 2,576,000
Loans receivable, net 78,232,660 77,744,000
Accrued interest receivable 622,962 623,000
Federal Home Loan Bank stock 667,000 667,000
Financial liabilities:
Deposits $ (77,317,506) $ (77,736,000)
Accrued interest payable (81,871) (82,000)
</TABLE>
The estimated fair value for cash and cash equivalents is considered to
approximate cost. The estimated fair value for investment securities is based on
quoted market values for the individual securities or for equivalent securities.
Carrying value is considered to approximate fair value for Federal Home Loan
Bank stock, for loans that contractually reprice at intervals of less than one
year, for accrued interest receivable, for deposit liabilities subject to
immediate withdrawal and for accrued interest payable. The fair values of
fixed-rate loans, loans that reprice less frequently than each year, time
deposits with other financial institutions and certificates of deposit are
approximated by a discount rate value technique utilizing estimated market
interest rates as of October 31, 1996 (unaudited) and June 30, 1996,
respectively. The fair values of unrecorded commitments at October 31, 1996
(unaudited) and June 30, 1996 are not material.
While these estimates are based on management's judgment of the appropriate
valuation factors, the Association can give no assurance that, if the
Association were to have liquidated such items at October 31, 1996 (unaudited)
and June 30, 1996, the estimated fair values would necessarily have been
realized. The estimated fair values should not be considered to apply at
subsequent dates.
Other assets and liabilities of the Association that are not defined as
financial instruments are not included in the above disclosures. These would
include, among others, such items as property and equipment, other assets and
the intangible value of the Association's customer base and profit potential.
- -------------------------------------------------------------------------------
(Continued)
F-23.
<PAGE>
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
October 31, 1996 and 1995 (unaudited) and June 30, 1996, 1995 and 1994
- -------------------------------------------------------------------------------
NOTE 13 - ADOPTION OF PLAN OF CONVERSION (UNAUDITED)
On November 8, 1996, the Board of Directors of the Association, subject to
regulatory approval and approval by the members of the Association, unanimously
adopted a Plan of Conversion to convert from a federally chartered mutual
savings and loan association to a federally chartered stock savings and loan
association with the concurrent formation of a holding company. The conversion
is expected to be accomplished through amendment of the Association's charter
and the sale of the holding company's common stock in an amount equal to the pro
forma market value of the Association after giving effect to the conversion. A
subscription offering of the shares of the holding company's common stock will
be offered to the Association's depositors, then to an employee stock benefit
plan and then to other members. Any shares of the holding company's common stock
not sold in the subscription offering may be offered for sale to the general
public.
At the time of conversion, the Association will establish a liquidation account
in an amount equal to its regulatory capital as of the latest practicable date
prior to the conversion at which such regulatory capital can be determined. The
liquidation account will be maintained for the benefit of eligible depositors
who continue to maintain their accounts at the Association after the conversion.
The liquidation account will be reduced annually to the extent that eligible
depositors have reduced their qualifying deposits. Subsequent increases will not
restore an eligible account holder's interest in the liquidation account. In the
event of a complete liquidation, each eligible depositor will be entitled to
receive a distribution from the liquidation account in an amount proportionate
to the current adjusted qualifying balances for accounts then held. The
Association may not pay dividends that would reduce stockholders' equity below
the required liquidation account balance.
Under Office of Thrift Supervision (OTS) regulations, limitations have been
imposed on all "capital distributions" by savings institutions, including cash
dividends. The regulation establishes a three-tiered system of restrictions,
with the greatest flexibility afforded to thrifts which are both
well-capitalized and given favorable qualitative examination ratings by the OTS.
Conversion costs will be deferred and deducted from the proceeds of the shares
sold in the conversion. If the conversion is not completed, all costs will be
charged to expense. At October 31, 1996, no costs have been deferred.
- -------------------------------------------------------------------------------
F-24.
<PAGE>
==============================================================================
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Holding
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Holding Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell or a solicitation
of a offer to buy such securities in any circumstances or jurisdictions in which
such offer or solicitation is unlawful.
-----------------
TABLE OF CONTENTS
Page
Prospectus Summary...................................
Selected Financial Information.......................
Risk Factors.........................................
Use of Proceeds......................................
Dividends............................................
Market for Common Stock..............................
Pro Forma Data.......................................
Pro Forma Regulatory Capital Analysis................
Capitalization.......................................
Management's Discussion and Analysis of
Financial Condition and Results of Operations.......
Peoples-Sidney Financial Corporation.................
Business.............................................
Regulation...........................................
Management of the Holding Company....................
Management of the Association........................
The Conversion.......................................
Restrictions on Acquisitions of Stock and
Related Takeover Defensive Provisions...............
Description of Capital Stock.........................
Legal Matters........................................
Experts..............................................
Additional Information...............................
Index to Financial Statements........................ F-1
Until the later of ____________, 1997 or 25 days after commencement of the
Offering all dealers effecting transactions in the registered securities,
whether or not participating in this distribution, may be required to deliver a
prospectus. This is in addition to the obligation of dealers to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
<PAGE>
===============================================================================
1,552,500 Shares
[LOGO]
PEOPLES-SIDNEY FINANCIAL
CORPORATION
(Proposed Holding Company for
Peoples Federal Savings
and Loan Association of Sidney)
Common Stock
----------
Prospectus
----------
Charles Webb & Company
A Division of
Keefe, Bruyette & Woods, Inc.
___________, 1997
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
Set forth below is an estimate of the amount of fees and expenses
(other than underwriting discounts and commissions) to be incurred in connection
with the issuance of the shares.
Counsel fees and expenses.............................................$105,000
Accounting fees and expenses.......................................... 75,000
Appraisal preparation fees............................................ 17,000
Conversion Agent...................................................... 10,000
Underwriting fees(1) (including management
fee and expenses of $35,000)....................................... 207,200
Printing, postage and mailing......................................... 50,000
NASD fee.............................................................. 2,500
OTS fee............................................................... 8,400
SEC Registration fee.................................................. 5,000
Blue Sky fees and expenses (including legal fees) .................... 35,000
Business Plan......................................................... 5,000
Other expenses........................................................ 10,000
------
TOTAL............................................................$530,100
=======
- ------------------
(1) Based on maximum of Estimated Valuation Range and assumptions set forth
under "Pro Forma Data" in the Prospectus.
Item 14. Indemnification of Directors and Officers
Article Eleventh of the Holding Company's Certificate of Incorporation
provides for indemnification of directors and officers of the Holding Company
against any and all liabilities, judgments, fines and reasonable settlements,
costs, expenses and attorneys' fees incurred in any actual, threatened or
potential proceeding, except to the extent that such indemnification is limited
by Delaware law and such law cannot be varied by contract or bylaw. Article
Eleventh also provides for the authority to purchase insurance with respect
thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's Board of Directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such
II-1
<PAGE>
status with the corporation, against judgments, fines, settlements and expenses,
including attorneys' fees. In addition, under certain circumstances such persons
may be indemnified against expenses actually and reasonably incurred in defense
of a proceeding by or on behalf of the corporation. Similarly, the corporation,
under certain circumstances, is authorized to indemnify directors and officers
of other corporations or enterprises who are serving as such at the request of
the corporation, when such persons are made, or threatened to be made, parties
to certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate; (iii) with
respect to a criminal proceeding, has no reasonable cause to believe his conduct
was unlawful; and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the Board of Directors of the Holding Company by a majority vote of
a quorum consisting of directors not at the time parties to such proceeding; or
(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
Item 15. Recent Sales of Unregistered Securities
The Registrant is newly incorporated, solely for the purpose of acting
as the holding company of Peoples Federal Savings and Loan Association of Sidney
pursuant to the Plan of Conversion (filed as Exhibit 2 herein), and no sales of
its securities have occurred to date.
II-2
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits:
1.1 Letter Agreement regarding marketing and consulting services*
1.2 Form of Agency Agreement
2 Plan of Conversion*
3.1 Certificate of Incorporation of the Holding Company*
3.2 Bylaws of the Holding Company*
3.3 Charter of Peoples Federal in stock form*
3.4 Bylaws of Peoples Federal in stock form
4 Form of Stock Certificate of the Holding Company*
5 Opinion of Silver, Freedman & Taff, L.L.P. with Respect to Legality
of Stock*
8.1 Opinion of Silver, Freedman & Taff, L.L.P. with respect to Federal
income tax consequences of the Conversion*
8.2 Opinion of Crowe, Chizek and Company LLP with respect to Ohio income
tax consequences of the Conversion
8.3 Opinion of Keller & Company, Inc. with respect to Subscription Rights*
10.1 Employee Stock Ownership Plan*
10.2 Form of Employment Agreement with Douglas Stewart
10.3 Form of Employment Agreement with David R. Fogt, Gary N. Fullenkamp and
Debra A.Geuy
10.4 Form of Change-in-Control Agreement with Steven Goins
10.5 401k Plan
10.6 Letter Agreement regarding Appraisal Services and Business Plan
Preparation*
23.1 Consent of Silver, Freedman & Taff, L.L.P.*
23.2 Consent of Crowe, Chizek and Company LLP
23.3 Consent of Keller & Company*
24 Power of Attorney (set forth on signature page)
27 Financial Data Schedule
99.1 Appraisal and Update
99.2 Proxy Statement and form of proxy to be furnished to Peoples Federal
account holders*
99.3 Stock Order Form, Order Form Instructions and Certification*
99.4 Question and Answer Brochure
99.5 Advertising, Training and Community Informational Meeting Materials
__________________________
* Previously filed
II-3
<PAGE>
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and it will be governed by the final adjudication
of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant
II-4
<PAGE>
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Sidney, State of Ohio, on
March 11, 1997.
PEOPLES-SIDNEY FINANCIAL CORPORATION
By: /S/DOUGLAS STEWART
-----------------------------------------------
Douglas Stewart
President, Chief Executive Officer and Director
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Douglas Stewart or Gary N. Fullenkamp, his true
and lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming said attorney-in-fact and agent or
his substitutes or substitute may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the
capacities and on the dates indicated.
<PAGE>
/S/DOUGLAS STEWART /S/JAMES W. KERBER
- ---------------------------------- ------------------------
Douglas Stewart James W. Kerber
President, Chief Executive Officer Director
and Director
(Principal Executive Officer)
Date: March 11, 1997 Date: March 11, 1997
---------------------------- --------------------------------------
/S/RICHARD T. MARTIN /S/JOHN W. SARGEANT
- ---------------------------------- --------------------------------------------
Richard T. Martin John W. Sargeant
Chairman of the Board Director
Date: March 11, 1997 Date: March 11, 1997
---------------------------- --------------------------------------
/S/ROBERT W. BERTSCH /S/DEBRA A. GEUY
- ---------------------------------- --------------------------------------------
Robert W. Bertsch Debra A. Geuy
Director Treasurer
(Principal Financial and Accounting Officer)
Date: March 11, 1997 Date: March 11, 1997
---------------------------- --------------------------------------
/S/HARRY N. FAULKNER
- ----------------------------------
Harry N. Faulkner
Director
Date: March 11, 1997
----------------------------
<PAGE>
As filed with the Securities and Exchange Commission on January 27, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________
EXHIBITS TO THE
FORM S-1
UNDER
THE SECURITIES ACT OF 1933
__________________
PEOPLES-SIDNEY FINANCIAL CORPORATON
101 E. Court Street
Sidney, Ohio 45365
================================================================================
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
Exhibits:
1.1 Letter Agreement regarding marketing and consulting services*
1.2 Form of Agency Agreement
2 Plan of Conversion*
3.1 Certificate of Incorporation of the Holding Company*
3.2 Bylaws of the Holding Company*
3.3 Charter of Peoples Federal in stock form*
3.4 Bylaws of Peoples Federal in stock form
4 Form of Stock Certificate of the Holding Company*
5 Opinion of Silver, Freedman & Taff, L.L.P. with Respect to Legality of
Stock*
8.1 Opinion of Silver, Freedman & Taff, L.L.P. with respect to Federal
income tax consequences of the Conversion*
8.2 Opinion of Crowe, Chizek and Company LLP with respect to Ohio income tax
consequences of the Conversion
8.3 Opinion of Keller & Company, Inc. with respect to Subscription Rights*
10.1 Employee Stock Ownership Plan*
10.2 Form of Employment Agreement with Douglas Stewart
10.3 Form of Employment Agreement with David R. Fogt, Gary N. Fullenkamp and
Debra A. Geuy
10.4 Form of Severance Agreement with Steven Goins
10.5 401k Plan
10.6 Letter Agreement regarding Appraisal Services and Business
Plan Preparation*
23.1 Consent of Silver, Freedman & Taff, L.L.P.*
23.2 Consent of Crowe, Chizek and Company LLP
23.3 Consent of Keller & Company, Inc.*
24 Power of Attorney (set forth on signature page)
27 Financial Data Schedule
99.1 Appraisal and Update
99.2 Proxy Statement and form of proxy to be furnished to Peoples Federal account
holders*
99.3 Stock Order Form, Order Form Instructions and Certification Form*
99.4 Question and Answer Brochure
99.5 Advertising, Training and Community Informational Meeting Materials
</TABLE>
____________________
* Previously Filed
EXHIBIT 1.2
PEOPLES SIDNEY FINANCIAL CORPORATION
_______ Shares of Common Stock
($0.01 Par Value)
Subscription Price $10.00 Per Share
AGENCY AGREEMENT
_________, 1997
Charles Webb & Company, a division of
Keefe, Bruyette & Woods, Inc.
211 Bradenton Drive
Dublin, Ohio 43017-5034
Ladies and Gentlemen:
Peoples Sidney Financial Corporation, a Delaware corporation ("Company"),
and Peoples Federal Savings and Loan Association of Sidney, Sidney, Ohio
("Peoples Federal" or the "Association"), a federal mutual savings and loan
association (references to the "Association" include the Association in the
mutual or stock form, as indicated by the context), with its deposit accounts
insured by the Savings Association Insurance Fund ("SAIF") administered by the
Federal Deposit Insurance Corporation ("FDIC"), hereby confirm their agreement
with Charles Webb & Company, a division of Keefe, Bruyette & Woods, Inc.,
("Webb" or the "Agent") as follows:
Section 1. The Offering. The Association, in accordance with its plan of
conversion ("Plan"), adopted by its Board of Directors, intends to convert from
a federal mutual savings and loan association to a federal stock savings and
loan association and issue all of its outstanding capital stock to the Company.
In addition, pursuant to the Plan, the Company intends to offer and sell up to
1,437,500 shares of its common stock, $0.01 par value ("Shares" or "Common
Stock"), subject to possible increase to up to 1,653,125 Shares, in a
subscription offering ("Subscription Offering") to (i) depositors in the
Association on October 31, 1995 ("Eligible Account Holders"), (ii) the
Association's Employee Stock Ownership Plan ("ESOP"), (iii) depositors in the
Association on December 31, 1996 ("Supplemental Eligible Account Holders"), (iv)
members of the Association other than Eligible Account Holders and Supplemental
Eligible Account Holders as of _________, 1997 ("Other Members"), and (v)
employees, officers and directors of the Association. Subject to the prior
subscription rights of the above-listed parties, the Company is offering for
sale in a community offering ("Community Offering" and, when referred to
together with the Subscription Offering, the "Subscription and Community
Offering"), conducted concurrently with the Subscription Offering, the Shares
not so subscribed for or ordered in the Subscription Offering to certain members
of the general public to whom a copy of the Prospectus (as hereinafter defined)
is delivered ("Other Subscribers"), with a preference given to natural persons
who reside in Shelby County, Ohio ("Local
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<PAGE>
Community") (all such offerees being referred to in the aggregate as "Eligible
Offerees"). It is anticipated that Shares not subscribed for in the Subscription
and Community Offering will be offered to members of the general public on a
best efforts basis through a selected dealers arrangement ("Syndicated Community
Offering") (the Subscription Offering, Community Offering and Syndicated
Community Offering are collectively referred to as the "Offering"). It is
acknowledged that the purchase of Shares in the Offering is subject to the
maximum and minimum purchase limitations as described in the Plan and that the
Company and the Association may reject, in whole or in part, any orders received
in the Community Offering or Syndicated Community Offering. Collectively, these
transactions are referred to herein as the "Conversion."
The Company has filed with the Securities and Exchange Commission
("Commission") a Registration Statement on Form S-1 (File No. ________)
("Registration Statement") containing a prospectus relating to the Offering for
the registration of the Shares under the Securities Act of 1933 ("1933 Act"),
and has filed such amendments thereto, if any, and such amended prospectuses as
may have been required to the date hereof. The prospectus, as amended, on file
with the Commission at the time the Registration Statement initially became
effective is hereinafter called the "Prospectus," except that if any prospectus
is filed by the Company pursuant to Rule 424(b) or (c) of the rules and
regulations of the Commission under the 1933 Act ("1933 Act Regulations")
differing from the prospectus on file at the time the Registration Statement
initially becomes effective, the term "Prospectus" shall refer to the prospectus
filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is
filed with the Commission.
The Association has filed with the Office of Thrift Supervision ("OTS") an
Application for Approval of Conversion ("Conversion Application"), including the
Prospectus, and has filed such amendments thereto, if any, as may have been
required by the OTS pursuant to the Home Owners' Loan Act, as amended ("HOLA"),
and 12 C.F.R. Part 563b ("Conversion Regulations"). The Conversion Application
has been approved by the OTS and the related Prospectus and proxy statement has
been authorized for use by the OTS. In addition, the Company has filed with the
OTS an application on Form H-(e) 1-S ("Holding Company Application"), and has
filed such amendments thereto as may have been required by the OTS, to become a
registered savings and loan holding company under the HOLA.
Section 2. Retention of the Agent; Compensation; Sale and Delivery of the
Shares. Subject to the terms and conditions herein set forth, the Company and
the Association hereby appoint the Agent as their financial advisor and
marketing agent (i) to utilize its best efforts to solicit subscriptions for the
Shares and to advise and assist the Company and the Association with respect to
the Company's sale of the Shares in the Offering and (ii) to participate in the
Offering in the areas of market making, research coverage and syndicate
formation (if necessary).
On the basis of the representations, warranties, and agreements herein
contained, but subject to the terms and conditions herein set forth, the Agent
accepts such appointment and agrees to consult with and advise the Company and
the Association as to the matters set forth in the letter agreement dated
November 15, 1996 ("Letter Agreement"), between the Association and the Agent.
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<PAGE>
The Agent shall not be required to purchase any Shares and shall not be
obligated to take any action which is inconsistent with all applicable laws,
regulations, decisions or orders. In the event of a Syndicated Community
Offering, the Agent shall assemble and manage a selling group of broker-dealers
which are members of the National Association of Securities Dealers, Inc.
("NASD"), to participate in the solicitation of purchase orders for shares under
a selected dealers' agreement in the form attached hereto as Exhibit A.
The obligations of the Agent pursuant to this Agreement shall terminate
upon the completion or termination or abandonment of the Plan by the Association
or upon termination of the Offering, but in no event later than 45 days after
the completion of the Subscription and Community Offering ("End Date"). All fees
or expenses due to the Agent but unpaid shall be payable to the Agent in next
day funds at the earlier of the Closing Date (as hereinafter defined) or the End
Date. In the event the Offering is extended beyond the End Date, the Company,
the Association and the Agent may agree to renew this Agreement under mutually
acceptable terms.
In the event the Company is unable to sell a minimum of 1,062,500 Shares
during the Offering (including any permitted extensions thereof), this Agreement
shall terminate and the Company shall refund to any persons who have subscribed
for any of the Shares the full amount which it may have received from them, plus
accrued interest as set forth in the Prospectus and none of the parties to this
Agreement shall have any obligation to the other parties hereunder, except as
set forth in this Section 2 and in Sections 8, 10 and 11 hereof.
In the event the Offering is terminated for any reason not attributable to
the action or inaction of the Agent, the Agent shall have earned and be entitled
to be paid the fees and expenses accruing to the date of such termination
pursuant to subparagraphs (a) and (d) below, including any accrued legal fees
expended by the Agent.
If all conditions precedent to the consummation of the Conversion,
including, without limitation, the receipt of subscriptions for the minimum
number of Shares permitted to be sold in the Conversion on the basis of the most
recent updated Conversion appraisal, are satisfied, the Company agrees to issue,
or have issued, the Shares sold in the Offering and to release for delivery
certificates for such Shares on the Closing Date (as hereinafter defined)
against payment to the Company by any means authorized by the Plan; provided,
however, that no funds shall be released to the Company until the conditions
specified in Section 9 hereof shall have been complied with to the reasonable
satisfaction of the Agent and its counsel. The release of Shares against payment
therefor shall be made at a time, date and place acceptable to the Company, the
Association and the Agent. Certificates for Shares shall be delivered directly
to the purchasers in accordance with their directions. The date upon which the
Company shall release or deliver the Shares sold in the Offering, in accordance
with the terms herein, is called the "Closing Date."
The Agent shall receive the following compensation for its services
hereunder:
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<PAGE>
(a) A Management Fee to the Agent of $25,000, payable in four monthly
installments of $6,250 beginning with the signing of the Letter
Agreement, all of which has been paid as of the date hereof, which
shall be payable as compensation for the consulting services
enumerated in the Letter Agreement, including, among other services,
the training and education of the Association's employees on the
Conversion process, assistance in structuring the Conversion and in
making determinations with respect to stock benefit plans and
programs, providing advice on the selection of a printer, transfer
agent, or appraiser, and establishing and managing a Conversion
Center. Such fees shall be deemed to be earned when due.
(b) A Success Fee to the Agent of 1.5% of the aggregate purchase price of
the Shares sold in the Subscription and Community Offering, excluding
those Shares purchased by the Association's officers, directors or
employees (or their immediate family members) or by the ESOP or any
tax-qualified or stock-based compensation plans (except IRAs) or
similar plan created by the Association for some or all of its
directors or employees.
(c) If any shares of the Common Stock remain available after the
Subscription Offering and the Community Offering, at the request of
the Association, the Agent will seek to form a syndicate of registered
broker-dealers to assist in the sale of such Common Stock on a best
efforts basis, subject to the terms and conditions set forth in the
selected dealer's agreement. The Agent will endeavor to distribute the
Common Stock among dealers in a fashion which best meets the
distribution objectives of the Association and the Plan of Conversion.
The Agent will be paid a fee not to exceed 5.5% of the aggregate
Purchase Price of the shares of Common Stock sold by the
broker-dealers. The Agent will pass onto selected broker-dealers who
assist in the Syndicated Community Offering an amount competitive with
gross underwriting discounts charged at such time for comparable
amounts of stock sold at a comparable price per share in a similar
market environment. Fees with respect to purchases effected with the
assistance of a broker-dealer other than the Agent shall be
transmitted by the Agent to such broker-dealer. The decision to
utilize selected broker-dealers will be made by the Association upon
consultation with the Agent. In the event, with respect to any stock
purchases, fees are paid pursuant to this subparagraph 2(c), such fees
shall be in lieu of, and not in addition to, payment pursuant to
subparagraph 2(b) above.
(d) The Association and the Company hereby agree to reimburse the Agent,
from time to time upon the Agent's request, for its reasonable
out-of-pocket expenses, which the Agent shall document, including
without limitation, communication and other incidental expenses.
Further, the Company and the Association shall reimburse the Agent for
the reasonable legal fees and expenses of its counsel. The Company and
the Association also shall bear the expenses of the Offering
customarily borne by issuers including, without limitation, OTS, SEC,
"Blue Sky," and NASD filing and
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<PAGE>
registration fees; "Blue Sky" legal fees and disbursements; the fees
of the Association's accountants, conversion agents, attorneys,
appraiser, transfer agent and registrar; and printing, mailing and
marketing expenses associated with the Conversion. Notwithstanding
anything to the contrary in the foregoing, the Association and the
Company shall not be liable to reimburse the Agent for any travel and
accommodation expenses incurred by employees of the Agent.
Section 3. Prospectus; Offering. The Shares are to be initially offered in
the Offering at the Subscription Price as defined and set forth on the cover
page of the Prospectus.
Section 4. Representations and Warranties of the Company and Association.
The Company and the Association jointly and severally represent and warrant to
the Agent as follows:
(a) The Registration Statement was declared effective by the Commission on
____________, 1997. At the time the Registration Statement, including the
Prospectus contained therein, became effective, the Registration Statement
complied in all material respects with the requirements of the 1933 Act and the
1933 Act Regulations, and the Registration Statement, including the Prospectus
contained therein, and any information regarding the Company or the Association
contained in Sales Information (as such term is defined in Section 10 hereof)
authorized by the Company or the Association for use in connection with the
Offering, did not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. At the time any Rule 424(b) or (c) Prospectus was filed with the
Commission and at the Closing Date, the Registration Statement, including the
Prospectus contained therein (including any amendment or supplement thereto),
and any information regarding the Company or the Association contained in Sales
Information (as such term is defined in Section 10 hereof) authorized by the
Company or the Association for use in connection with the Offering will not
contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. Notwithstanding the foregoing two
sentences, the representations and warranties in this Section 4(a) shall not
apply to statements or omissions made in reliance upon and in conformity with
written information furnished to the Company or the Association by the Agent
regarding the Agent expressly for use in the Prospectus under the caption "The
Conversion--Marketing and Underwriting Arrangements" or statements in or
omissions from any Sales Information or information regarding the Agent filed
pursuant to state securities or blue sky laws or regulations (collectively,
"Blue Sky Laws").
(b) The Conversion Application was approved by the OTS on ___________, 1997
and the related Prospectus and the proxy statement of the Association relating
to the special meeting of members at which the Plan will be considered for
approval by the Association's eligible voting members have been authorized for
use by the OTS. At the time of the approval of the Conversion Application,
including the Prospectus, by the OTS and at all times subsequent thereto until
the Closing Date, the Conversion Application, including the Prospectus, will
comply in all material respects with the Conversion Regulations. The Conversion
Application, including the Prospectus,
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<PAGE>
does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; provided, however, that the representations and warranties in this
Section 4(b) shall not apply to statements or omissions made in reliance upon
and in conformity with written information furnished to the Company or the
Association by the Agent regarding the Agent expressly for use in the Prospectus
under the caption "The Conversion--Marketing and Underwriting Arrangements" or
statements in or omissions from any Sales Information or information regarding
the Agent filed pursuant to the Blue Sky Laws.
(c) The Company filed the Holding Company Application with the OTS pursuant
to the HOLA, which was approved on __________, 1997.
(d) No order has been issued by the OTS or any other governmental agency
preventing or suspending the use of the Prospectus and no action by or before
any governmental entity to revoke any approval, authorization or order of
effectiveness related to the Conversion is, to the best knowledge of the Company
and the Association, pending or threatened.
(e) The Plan has been adopted by the Boards of Directors of the Company and
the Association as required by the Conversion Regulations.
(f) To the best knowledge of the Company, no person has sought to obtain
review of the final action of the OTS in approving the Plan or in approving the
Conversion or the Holding Company Application pursuant to the HOLA, or the
Conversion Regulations, or state securities commissions under the Blue Sky Laws
or any other statute or regulation.
(g) The Association is organized and is validly existing as a federal
mutual savings and loan association in good standing under the laws of the
United States and, upon the completion of the Conversion, will become a duly
organized and validly existing federal stock savings and loan association, in
both instances duly authorized to conduct its business and own its property as
described in the Registration Statement and the Prospectus; the Association has
obtained all licenses, permits and other governmental authorizations currently
required for the conduct of its business, except those that individually or in
the aggregate would not materially adversely affect the financial condition,
earnings, capital, assets, properties or business of the Company and the
Association, taken as a whole; all such licenses, permits and governmental
authorizations are in full force and effect and the Association is complying
therewith in all material respects; the Association is duly qualified as a
foreign corporation to transact business in each jurisdiction in which the
failure to be so qualified in one or more of such jurisdictions would have a
material adverse effect on the condition, financial or otherwise, or the
earnings, capital, assets, properties or business of the Association. The
Association does not own any equity securities or any equity interest in any
business enterprise except as described in the Prospectus.
(h) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware with
corporate power and authority to own,
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<PAGE>
lease and operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus; and the Company is qualified to do
business as a foreign corporation in each jurisdiction in which the conduct of
its business requires such qualification, except where the failure to so qualify
would not have a material adverse effect on the condition, financial or
otherwise, earnings, capital, assets, properties or the business, of the
Company. The Company has obtained all licenses, permits and other governmental
authorizations currently required for the conduct of its business, except those
that individually or in the aggregate would not materially adversely affect the
financial condition, earnings, capital, assets, properties or business of the
Company and the Association, taken as a whole; all such licenses, permits and
governmental authorizations are in full force and effect, and the Company is
complying in all material respects therewith.
(i) The Association is a member of the Federal Home Loan Bank of Cincinnati
("FHLB-Cincinnati"); the deposit accounts of the Association are insured by the
FDIC under the SAIF up to applicable limits; and no proceedings for the
termination or revocation of such membership or insurance are to the best
knowledge of the Company or the Association, pending or threatened.
(j) The Company and the Association have good and marketable title to all
real property and good title to all other assets material to the business of the
Company and the Association, free and clear of all liens, charges, encumbrances
or restrictions, except such as are described in the Registration Statement and
Prospectus or such as are not material to the business of the Company and the
Association, taken as a whole; and all of the leases and subleases material to
the business of the Company and the Association under which the Company or the
Association hold properties, including those described in the Registration
Statement and Prospectus, are in full force and effect.
(k) The Company and the Association have received an opinion of their
counsel, Silver Freedman and Taff, L.L.P., with respect to the federal and state
income tax consequences of the Conversion and of Crowe, Chizek and Company, LLP,
with respect to the state income tax consequences of the Conversion, as
described in the Registration Statement and Prospectus and the facts and
representations upon which such opinion is based are truthful, accurate and
complete. Neither the Company nor the Association has taken any actions
inconsistent with such facts or representations.
(l) The Company and the Association have all such power, authority,
authorizations, approvals and orders as may be required to enter into this
Agreement, to carry out the provisions and conditions hereof and, in the case of
the Association as of the Closing Date, will have such approvals and authority
to issue and sell the capital stock of the Association to the Company and, in
the case of the Company as of the Closing Date, will have such approvals and
orders to issue and sell the Shares to be sold by the Company as provided herein
and as described in the Prospectus.
(m) The Company and the Association are not in violation of any directive
received by the Company or the Association from the OTS, the FDIC or any other
governmental agency to make any change in the method of conducting their
businesses so as to comply in all material respects with all applicable statutes
and regulations (including, without limitation, regulations, decisions,
directives and
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<PAGE>
orders of the OTS and the FDIC) and, except as set forth in the Registration
Statement and the Prospectus, there is no suit, proceeding, charge or action
before or by any court, regulatory authority or governmental agency or body,
pending or, to the best knowledge of the Company and the Association,
threatened, which might materially and adversely affect the Conversion, the
performance by the Company and the Association of their obligations under this
Agreement or the consummation of the transactions contemplated in the Plan and
as described in the Registration Statement and the Prospectus or which might
result in any material adverse change in the condition (financial or otherwise),
earnings, capital, properties, assets or business of the Company or the
Association, taken as a whole, or which would materially affect their properties
and assets.
(n) The financial statements which are included in the Registration
Statement and the Prospectus fairly present the balance sheets and the related
statements of income, retained earnings and cash flows of the Association at the
respective dates thereof and for the respective periods covered thereby and
comply as to form in all material respects with the applicable accounting
requirements of Title 12 of the Code of Federal Regulations and with generally
accepted accounting principles ("GAAP"). Such financial statements have been
prepared in accordance with GAAP consistently applied through the periods
involved (except as noted therein), present fairly in all material respects the
information required to be stated therein and are consistent with the most
recent financial statements and other reports filed by the Association with the
OTS, except that accounting principles employed in such regulatory filings
conform to the requirements of the OTS and not necessarily to GAAP. The other
financial, statistical and pro forma information and related notes included in
the Prospectus present fairly the information shown therein on a basis
consistent with the audited and unaudited financial statements of the
Association included in the Registration Statement and the Prospectus and, as to
the adjustments for such pro forma information, the adjustments made therein
have been properly applied on the bases described therein.
(o) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, except as may otherwise be stated
therein: (i) there has not been any material adverse change in the condition,
financial or otherwise, of the Company and the Association, taken as a whole, or
in the earnings, capital, properties, assets or business of the Company and the
Association, considered as one enterprise, whether or not arising in the
ordinary course of business; (ii) there has not been any material increase in
the debt of the Association (other than debt in the form of deposit accounts),
in loans past due 90 days or more or in real estate acquired by foreclosure, by
deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material
decrease in surplus and reserves or total assets of the Association, (iii)
neither the Company nor the Association has issued any securities or incurred
any liability or obligation for borrowing, other than in the ordinary course of
business; (iv) there have not been any transactions entered into by the Company
or the Association, except transactions entered into in the ordinary course of
business; (v) the properties and business of the Company and the Association
conform in all material respects to the descriptions thereof contained in the
Prospectus; and (vi) neither the Company nor the Association has any material
contingent liabilities, except as set forth in the Prospectus.
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<PAGE>
(p) As of the date hereof and as of the Closing Date, neither the Company
nor the Association is in violation of its articles of incorporation, charter or
bylaws (and the Association will not be in violation of its charter or bylaws in
capital stock form at the time of consummation of the Conversion), or in default
in the performance or observance of any material obligation, agreement,
covenant, or condition contained in any material contract, lease, loan
agreement, indenture or other instrument to which it is a party or by which it
or any of its property may be bound, which would result in a material adverse
change in the condition (financial or otherwise), earnings, capital, assets,
properties or business of the Company and the Association, considered as one
enterprise; the consummation of the Conversion, the execution, delivery and
performance of this Agreement and the consummation of the transactions herein
contemplated have been duly and validly authorized by all necessary corporate
action on the part of the Company and the Association and this Agreement has
been validly executed and delivered by the Company and the Association and is
the valid, legal and binding Agreement of the Company and the Association,
enforceable against the Company and the Association in accordance with its
terms, except as the enforceability thereof may be limited by (i) bankruptcy,
insolvency, moratorium, reorganization, conservatorship, receivership or other
similar laws relating to or affecting the enforcement of creditors' rights
generally or the rights of creditors of insured financial institutions and their
holding companies, the accounts of whose subsidiaries are insured by the FDIC,
(ii) general equity principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law, or (iii) laws relating to the
safety and soundness of insured depository institutions and their affiliates as
set forth in 12 U.S.C. ss.1818(b), and except to the extent, if any, that the
provisions of Sections 10 and 11 hereof may be unenforceable as against public
policy or by applicable law.
(q) No default exists, and no event has occurred which with notice or lapse
of time, or both, would constitute a material default on the part of the Company
or the Association, in the due performance and observance of any term, covenant
or condition of any material indenture, mortgage, deed of trust, note, bank loan
or credit agreement or any other instrument or agreement to which the Company or
the Association is a party or by which any of them or any of their property is
bound or affected, except such defaults which would not have a material adverse
affect on the condition, financial or otherwise, earnings, capital, assets,
properties or business of the Company and the Association, considered as one
enterprise; such agreements are in full force and effect; and, to the best
knowledge of the Company or the Association, no other party to any such
agreements has instituted or threatened any action or proceeding wherein the
Company or the Association might be alleged to be in default thereunder under
circumstances where such action or proceeding, if determined adversely to the
Company or the Association, would have a material adverse effect on the Company
or the Association considered as one enterprise.
(r) Upon consummation of the Conversion, the authorized, issued and
outstanding equity capital of the Company will be within the range set forth in
the Prospectus under the caption "Capitalization," and no shares of Common Stock
have been or will be issued and outstanding prior to the Closing Date, the
Shares will have been duly and validly authorized for issuance and, when issued
and delivered by the Company pursuant to the Plan against payment of the
consideration calculated as set forth in the Plan and in the Prospectus, will be
duly and validly issued, fully paid and
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<PAGE>
nonassessable; no preemptive rights exist with respect to the Shares; and the
terms and provisions of the Shares will conform to the description thereof
contained in the Registration Statement and the Prospectus. Upon the issuance of
the Shares, good title to the Shares will be transferred from the Company to the
purchasers thereof against payment therefor, subject to such claims as may be
asserted against the purchasers thereof by third party claimants.
(s) No approval of any regulatory or supervisory or other public authority
is required in connection with the execution and delivery of this Agreement or
the issuance of the Shares, except for the approval of the OTS, the Commission
and any necessary qualification, notification, registration or exemption under
the Blue Sky Laws of the various states in which the Shares are to be offered,
and except as may be required under the rules and regulations of the NASD and
the Nasdaq Stock Market.
(t) Crowe, Chizek and Company LLP, which has issued its Independent
Auditors' Report in respect of the balance sheets of the Association as of June
30, 1996 and 1995, and the related statements of income, retained earnings and
cash flows for each of the three years in the period ended June 30, 1996, which
are included in the Registration Statement and the Prospectus, are, with respect
to the Company and the Association, independent public accountants within the
meaning of the Code of Professional Ethics of the American Institute of
Certified Public Accountants, the Conversion Regulations and the 1933 Act
Regulations.
(u) Keller & Company, Inc., which has prepared the Association's Conversion
Valuation Appraisal Report as of January 10, 1997, as amended or supplemented,
if so amended or supplemented ("Appraisal"), is independent of the Company and
the Association within the meaning of the Conversion Regulations.
(v) The Company and the Association have timely filed all required federal,
state and local tax returns; the Company and the Association have paid all taxes
that have become due and payable in respect of such returns; and except where
permitted to be extended, have made adequate reserves for similar future tax
liabilities and no deficiency has been asserted with respect thereto by any
taxing authority.
(w) The Association is in compliance in all material respects with the
applicable financial record-keeping and reporting requirements of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, and the regulations
and rules thereunder.
(x) Neither the Company nor the Association has made any payment of funds
of the Association as a loan for the purchase of the Shares or made any other
payment of funds prohibited by law, and no funds have been set aside to be used
for any payment prohibited by law.
(y) Prior to the completion of the Conversion, neither the Company nor the
Association: (i) issued any securities within the last 18 months (except for
notes to evidence other bank loans or other liabilities and for deposit accounts
in the ordinary course of business or as described in the
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<PAGE>
Prospectus and, with respect to the Company, except for shares issued in
connection with the initial capitalization of the Company); (ii) had any
dealings within the 12 months prior to the date hereof with any member of the
NASD, or any person related to or associated with such member, other than
discussions and meetings relating to the proposed Offering and purchases and
sales of United States government and agency and other securities in the
ordinary course of business; (iii) entered into a financial or management
consulting agreement, except as contemplated hereunder and except for the Letter
Agreement; and (iv) engaged any intermediary between the Agent and the Company
and the Association in connection with the Offering, and no person is being
compensated in any manner for such service.
(z) The Company and the Association have not relied upon the Agent or the
Agent's counsel for any legal, tax or accounting advice in connection with the
Conversion.
(aa) The Company is not required to be registered under the Investment
Company Act of 1940, as amended.
(bb) All documents delivered by the Association or the Company or their
representatives in connection with the issuance and sale of the Common Stock, or
in connection with the Agent's exercise of due diligence, were on the dates on
which they were delivered, accurate and complete in all material respects.
(cc) The records of account holders, depositors, borrowers and other
members of the Association are accurate and complete in all material respects.
The Agent shall have no liability to any person for the accuracy, reliability
and completeness of such records or for the denial or reduction of a
subscription to purchase Common Stock, whether as a result of a properly
calculated allocation pursuant to the Plan or otherwise, if such denial is based
upon such records.
(dd) To the best knowledge of the Company and the Association, the Company
and the Association are in compliance with all laws, rules and regulations
relating to environmental protection, and neither the Company nor the
Association has been notified or is otherwise aware that either of them is
potentially liable, or is considered potentially liable, under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, or
any other Federal, state or local environmental laws and regulations. To the
best knowledge of the Company and the Association, there are no actions, suits,
regulatory investigations or other proceedings pending, or to the best knowledge
of the Company and the Association, threatened against the Company or the
Association relating to environmental protection, nor does the Company or the
Association have any reason to believe any such proceedings may be brought
against either of them. To the best knowledge of the Company and the
Association, no disposal release or discharge of hazardous or toxic substances,
pollutants or contaminants, including petroleum and gas products, as any of such
terms may be defined under federal, state or local law, has occurred on, in, at
or about any of the facilities or properties of the Company or the Association.
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Any certificates signed by an officer of the Company or the Association
pursuant to the conditions of this Agreement and delivered to the Agent or its
counsel that refers to this Agreement shall be deemed to be a representation and
warranty by the Company or the Association to the Agent as to the matters
covered thereby with the same effect as if such representation and warranty were
set forth herein.
Section 5. Representation and Warranties of the Agent.
The Agent represents and warrants to the Company and the Association that:
(i) The Agent is a corporation and is validly existing in good
standing under the laws of the State of New York with full power and
authority to provide the services to be furnished to the Association and
the Company hereunder.
(ii) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly
authorized by all necessary action on the part of the Agent, and this
Agreement has been duly and validly executed and delivered by the Agent and
is the legal, valid and binding agreement of the Agent, enforceable in
accordance with its terms.
(iii) The Agent and its employees, agents and representatives who
shall perform any of the services hereunder shall be duly authorized and
empowered, and shall have all licenses, approvals and permits necessary to
perform such services; and the Agent is a registered selling agent in each
of the jurisdictions in which the Shares are to be offered by the Company
in reliance upon the Agent as a registered selling agent as set forth in
the blue sky memorandum prepared with respect to the Offering.
(iv) The execution and delivery of this Agreement by the Agent, the
consummation of the transactions contemplated hereby and compliance with
the terms and provisions hereof will not conflict with, or result in a
breach of, any of the terms, provisions or conditions of, or constitute a
default (or event which with notice or lapse of time or both would
constitute a default) under, the articles of incorporation of the Agent or
any material agreement, indenture or other instrument to which the Agent is
a party or by which it or its property is bound.
(v) No approval of any regulatory or supervisory or other public
authority is required in connection with Agent's execution and delivery of
this Agreement, except as may have been received.
(vi) There is no suit or proceeding or charge or action before or by
any court, regulatory authority or government agency or body or, to the
knowledge of Agent, pending or threatened, which might materially and
adversely affect the Agent's performance of this Agreement.
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Section 6. Covenants of the Company and the Association. The Company and
the Association hereby jointly and severally covenant with the Agent as follows:
(a) The Company will not, at any time after the date the Registration
Statement is declared effective, file any amendment or supplement to the
Registration Statement without providing the Agent and its counsel with an
opportunity to review such amendment or supplement or file any amendment or
supplement to which amendment or supplement the Agent or its counsel shall
reasonably object.
(b) The Association will not, at any time after the Conversion Application
is approved by the OTS, file any amendment or supplement to such Conversion
Application without providing the Agent and its counsel with an opportunity to
review such amendment or supplement or file any amendment or supplement to which
amendment or supplement the Agent or its counsel shall reasonably object.
(c) The Company will not file any amendment or supplement to such Holding
Company Application without providing the Agent and their counsel with an
opportunity to review such amendment or supplement or file any amendment or
supplement to which amendment or supplement the Agent or its counsel shall
reasonably object.
(d) The Company and the Association will use their best efforts to cause
any post-effective amendment to the Registration Statement to be declared
effective by the Commission and any post-effective amendment to the Conversion
Application to be approved by the OTS and will, immediately upon receipt of any
information concerning the events listed below, notify the Agent: (i) when the
Registration Statement, as amended, has become effective; (ii) when the
Conversion Application, as amended, has been approved by the OTS; (iii) when the
Holding Company Application, as amended, has been approved by the OTS; (iv) of
any comments from the Commission, the OTS, or any other governmental entity with
respect to the Conversion or the transactions contemplated by this Agreement;
(v) of the request by the Commission, the OTS, or any other governmental entity
for any amendment or supplement to the Registration Statement, the Conversion
Application or the Holding Company Application, or for additional information;
(vi) of the issuance by the Commission, the OTS or any other governmental entity
of any order or other action suspending the Offering or the use of the
Registration Statement or the Prospectus or any other filing of the Company or
the Association under the Conversion Regulations, or other applicable law, or
the threat of any such action; (vii) the issuance by the Commission, the OTS or
any other governmental authority of any stop order suspending the effectiveness
of the Registration Statement or the approval of the Conversion Application or
Holding Company Application, or of the initiation or threat of initiation or
threat of any proceedings for any such purpose; or (viii) of the occurrence of
any event mentioned in paragraph (h) below. The Company and the Association will
make every reasonable effort (i) to prevent the issuance by the Commission, the
OTS or any other state authority of any such order and, if any such order shall
at any time be issued, (ii) to obtain the lifting thereof at the earliest
possible time.
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(e) The Company and the Association will deliver to the Agent and to its
counsel two conformed copies of the Registration Statement, the Conversion
Application and the Holding Company Application, as originally filed and of each
amendment or supplement thereto, including all exhibits. The Company and the
Association also will deliver such additional copies of the foregoing documents
to counsel to the Agent as may be required for any NASD filings.
(f) The Company and the Association will furnish to the Agent, from time to
time during the period when the Prospectus is required to be delivered under the
1933 Act or the Securities Exchange Act of 1934 ("1934 Act"), such number of
copies of such Prospectus as the Agent may reasonably request for the purposes
contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the
rules and regulations promulgated under the 1934 Act ("1934 Act Regulations").
The Company authorizes the Agent to use the Prospectus in any lawful manner
contemplated by the Plan in connection with the sale of the Shares.
(g) The Company and the Association will comply with any and all terms,
conditions, requirements and provisions with respect to the Conversion and the
transactions contemplated thereby imposed by the Commission or the OTS to be
complied with subsequent to the Closing Date and when the Prospectus is required
to be delivered, the Company and the Association will comply, at their own
expense, with all requirements imposed upon them by the Commission or the OTS,
including, without limitation, Rule 10b-5 under the 1934 Act; in each case as
from time to time in force, so far as necessary to permit the continuance of
sales or dealing in shares of Common Stock during such period in accordance with
the provisions hereof and the Prospectus.
(h) If, at any time during the period when the Prospectus relating to the
Shares is required to be delivered, any event relating to or affecting the
Company or the Association shall occur, as a result of which it is necessary or
appropriate, in the opinion of counsel for the Company and the Association or in
the opinion of the Agent's counsel, to amend or supplement the Registration
Statement or Prospectus in order to make the Registration Statement or
Prospectus not misleading in light of the circumstances existing at the time the
Prospectus is delivered to a purchaser, the Company and the Association will, at
their expense, prepare and file with the Commission and the OTS and furnish to
the Agent a reasonable number of copies of an amendment or amendments of, or a
supplement or supplements to, the Registration Statement or Prospectus (in form
and substance satisfactory to the Agent and its counsel after a reasonable time
for review) which will amend or supplement the Registration Statement or
Prospectus so that as amended or supplemented it will not contain an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances existing at the
time the Prospectus is delivered to a purchaser, not misleading. For the purpose
of this Agreement, the Company and the Association each will timely furnish to
the Agent such information with respect to the Company and the Association as
the Agent may from time to time reasonably request.
(i) The Company and the Association will take all necessary actions as may
be required to qualify or register the Shares for offering and sale by the
Company or to exempt such Shares from registration, or to exempt the Company as
a broker-dealer and its officers, directors and employees
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as broker-dealers or agents, under the Blue Sky Laws of such jurisdictions in
which the Shares are required under the Conversion Regulations to be sold or as
the Agent and the Company and the Association may reasonably agree upon;
provided, however, that the Company shall not be obligated to file any general
consent to service of process or to qualify to do business in any jurisdiction
in which it is not so qualified. In each jurisdiction where any of the Shares
shall have been qualified or registered as above provided, the Company will make
and file such statements and reports in each fiscal period as are or may be
required by the laws of such jurisdiction.
(j) The liquidation account for the benefit of Eligible Account Holders and
Supplemental Eligible Account Holders will be duly established and maintained in
accordance with the Conversion Regulations.
(k) The Company and the Association will not sell or issue, contract to
sell or otherwise dispose of, for a period of 90 days after the Closing Date,
without the Agent's prior written consent, any shares of Common Stock other than
in connection with any plan or arrangement described in the Prospectus.
(l) The Company shall register its Common Stock under Section 12(g) of the
1934 Act concurrent with the Offering pursuant to the Plan and shall request
that such registration be effective upon completion of the Conversion. The
Company shall maintain the effectiveness of such registration for not less than
three years.
(m) During the period during which the Common Stock is registered under the
1934 Act or for three years from the date hereof, whichever period is greater,
the Company will furnish to its stockholders as soon as practicable after the
end of each fiscal year an annual report of the Company (including a
consolidated balance sheet and statements of consolidated income, stockholders'
equity and cash flows of the Company and its subsidiaries as at the end of and
for such year, certified by independent public accountants in accordance with
Regulation S-X under the 1933 Act and the 1934 Act).
(n) During the period of three years from the date hereof, the Company will
furnish to the Agent: (i) as soon as practicable after such information is
publicly available, a copy of each report of the Company furnished to or filed
with the Commission under the 1934 Act or any national securities exchange or
system on which any class of securities of the Company is listed or quoted
(including, but not limited to, reports on Forms 10-K, 10-Q and 8-K and all
proxy statements and annual reports to stockholders), (ii) a copy of each other
non-confidential report of the Company mailed to its stockholders or filed with
the Commission, the OTS or any other supervisory or regulatory authority or any
national securities exchange or system on which any class of securities of the
Company is listed or quoted, each press release and material news items and
additional documents and information with respect to the Company or the
Association as the Agent may reasonably request; and (iii) from time to time,
such other nonconfidential information concerning the Company or the Association
as the Agent may reasonably request
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(o) The Company and the Association will use the net proceeds from the sale
of the Shares in the manner set forth in the Prospectus under the caption "Use
of Proceeds."
(p) Neither the Company nor the Association will distribute any prospectus,
offering circular or other offering material in connection with the offer and
sale of the Shares without first notifying the Agent and unless permitted by the
Conversion Regulations, the 1933 Act, the 1933 Act Regulations and the Blue Sky
Laws in any state in which the Shares are registered or qualified for sale or
exempt from registration.
(q) The Company will use its best efforts to (i) encourage and assist two
market makers to establish and maintain a market for the Shares and (ii) list
the Shares on a national securities exchange or on The Nasdaq Stock Market
effective on or prior to the Closing Date.
(r) The Association will maintain appropriate arrangements for depositing
all funds received from persons mailing subscriptions for or orders to purchase
Shares in the Offering in an interest bearing account as described in the
Prospectus until the Closing Date and satisfaction of all conditions precedent
to the release of the Association's obligation to refund payments received from
persons subscribing for or ordering Shares in the Offering in accordance with
the Plan and as described in the Prospectus or until refunds of such funds have
been made to the persons entitled thereto or withdrawal authorizations canceled
in accordance with the Plan and as described in the Prospectus. The Association
will maintain such records of all funds received to permit the funds of each
subscriber to be separately insured by the FDIC (to the maximum extent
allowable) and to enable the Association to make the appropriate refunds of such
funds in the event that such funds are required to be made in accordance with
the Plan and as described in the Prospectus.
(s) The Company will register as a savings and loan holding company under
the HOLA within 90 days of the Closing Date.
(t) The Company and the Association will take such actions and furnish such
information as are reasonably requested by the Agent in order for the Agent to
ensure compliance with the NASD's "Interpretation Relating to Free Riding and
Withholding."
(u) The Association will not amend the Plan of Conversion in any manner
that, in the reasonable opinion of the Agent, would materially and adversely
affect the sale of the Shares or the terms of this Agreement without first
notifying and receiving the consent of the Agent.
(v) The Agent shall assist the Company in connection with the allocation of
the Shares in the event of an oversubscription and the Company shall provide the
Agent with all information necessary for the' allocation of the Shares, and such
information shall be accurate and reliable.
(w) Prior to the Closing Date, the Company and the Association will inform
the Agent of any event or circumstances of which they are aware as a result of
which the Registration Statement, the Conversion Application and/or Prospectus,
as then amended or supplemented, would contain an
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<PAGE>
untrue statement of a material fact or omit to state a material fact necessary m
order to make the statements therein not misleading.
(x) Prior to the Closing Date, the Plan shall have been approved by the
eligible voting members of the Association in accordance with the Conversion
Regulations and the provisions of Association's mutual charter and bylaws.
(y) The Association and the Company will conduct the Conversion in
accordance with the Plan, all applicable laws and regulations and in the manner
described in the Prospectus.
(z) The Company will comply with the provisions of Rule 158 of the 1933
Act Regulations.
(aa) The Company will file with the Commission, within the time period
specified by statute or regulation, a report on Form SR pursuant to Rule 463 of
the 1933 Act Regulations.
(bb) The Company and the Association will use all reasonable efforts to
comply with, or cause to be complied with, the conditions precedent to the
several obligations of the Agent specified in Section 9 hereof.
(cc) The Company and the Association will conduct their businesses in
material compliance with all applicable federal and state laws, rules,
regulations, decisions, directives and orders, including all decisions,
directives and orders of the Commission, the OTS and the FDIC.
(dd) Upon completion of the sale by the Company of the Shares contemplated
by the Prospectus, (i) the Association will have been converted pursuant to the
Plan to a federal stock savings and loan association, (ii) all of the authorized
and outstanding capital stock of the Association will be owned by the Company,
and (iii) the Company will have no direct subsidiaries other than the
Association. The Conversion will have been effected in accordance with all
applicable statutes, regulations, decisions and orders; and all terms,
conditions, requirements and provisions with respect to the Conversion (except
those that are conditions subsequent) imposed by the Commission, the OTS or any
other governmental agency, if any, will have been complied with by the Company
and the Association in all material respects or appropriate waivers will have
been obtained and all notice and waiting periods will have been satisfied,
waived or elapsed.
Section 7. Covenants of the Agent. The Agent hereby covenants with the
Company and the Association as follows:
(a) During the period when the Prospectus is used, the Agent will comply,
in all material respects with all requirements imposed upon it by the OTS and,
to the extent applicable, by the 1933 Act, the 1933 Act Regulations, the 1934
Act and the 1934 Act Regulations, and the Agent shall remain a registered
selling agent in all such jurisdictions in which the Company is so relying for
the
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<PAGE>
sale of Shares as set forth in the blue sky memorandum with respect to the
Offering until the Conversion is consummated or terminated.
(b) The Agent will distribute the Prospectus in connection with the sales
of the Common Stock in accordance with Conversion Regulations, the 1933 Act and
the 1933 Act Regulations.
Section 8. Payment of Expenses. Whether or not the Conversion is completed
or the sale of the Shares by the Company is consummated, the Company and the
Association jointly and severally agree to pay or reimburse the Agent for: (a)
all filing fees in connection with all filings with the NASD; (b) any stock
issue or transfer taxes which may be payable with respect to the sale of Shares;
(c) all reasonable expenses of the Conversion, including, but not limited to,
the Company and the Association's attorneys' fees (including Blue Sky legal fees
and disbursements), the Agent's reasonable attorneys' fees, transfer agent,
registrar and other agent charges, fees relating to auditing and accounting or
other advisors, and costs of printing all documents necessary in connection with
the Conversion; and (d) all reasonable out-of-pocket expenses incurred by the
Agent other than travel and accommodation expenses incurred by employees of the
Agent. Such out-of-pocket expenses include, but are not limited to,
communications and postage. In the event the Company is unable to sell a minimum
of 1,062,500 Shares or the Conversion is terminated or otherwise abandoned, the
Company and the Association shall reimburse the Agent in accordance with Section
2 hereof.
Section 9. Conditions to the Agent's Obligations. The Agent's obligations
hereunder, as to the Shares to be delivered at the Closing Date, are subject, to
the extent not waived by the Agent, to the condition that all representations
and warranties of the Company and the Association herein are, at and as of the
commencement of the Offering and at and as of the Closing Date, true and correct
in all material respects, the condition that the Company and the Association
shall have performed all of their obligations hereunder to be performed on or
before such dates, and to the following further conditions:
(a) At the Closing Date, the Company and the Association shall have
conducted the Conversion in accordance with the Plan, the Conversion
Regulations, and all other applicable laws, regulations, decisions and orders,
including all terms, conditions, requirements and provisions precedent to the
Conversion imposed upon them by the OTS, the Commission, and any state
securities agency.
(b) The Registration Statement shall have been declared effective by the
Commission, the Conversion Application approved by the OTS, and the Holding
Company Application approved by the OTS not later than 5:30 p.m. on the date of
this Agreement, or with the Agent's consent at a later time and date; and at the
Closing Date, no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor
initiated or threatened by the Commission, or any state authority and no order
or other action suspending the authorization of the Prospectus or the
consummation of the Conversion shall have been issued or proceedings therefor
initiated or, to the best of the Company's and the Association's knowledge,
threatened by the Commission, the OTS or any other federal or state authority.
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(c) At the Closing Date, the Agent shall have received:
(1) The favorable opinion, dated as of the Closing Date and addressed
to the Agent and for its benefit, of Silver, Freedman & Taff, L.L.P.,
counsel for the Company and the Association, in form and substance to the
effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware and has corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus.
(ii) The Association has been incorporated and is validly
existing as a federal mutual savings and loan association in good
standing under the laws of the United States and upon the consummation
of the Conversion will become a duly organized and validly existing
federal stock savings and loan association in good standing under the
laws of the United States, in both instances with full corporate power
and authority to conduct its business and own its property as
described in the Registration Statement and Prospectus; and upon the
consummation of the Conversion, all of the issued and outstanding
capital stock of the Association will be duly authorized and, upon
payment therefor, will be validly issued, fully paid and nonassessable
and all such capital stock will be owned of record, and to the best of
such counsel's knowledge, beneficially, by the Company, free and clear
of any liens, encumbrances or claims.
(iii) The Association is a member of the FHLB-Cincinnati. The
deposit accounts of the Association are insured by the FDIC under the
SAIF up to the maximum amount allowed under law and, to the best of
such counsel's knowledge, no proceedings for the termination or
revocation of such membership or insurance are pending or threatened.
(iv) The description of the liquidation account as set forth in
the Prospectus under the caption "The Conversion-Effects of Conversion
to Stock Form on Depositors and Borrowers of the
Association-Liquidation Rights" to the extent that such information
constitutes matters of law and legal conclusions, has been reviewed by
such counsel and is accurate in all material respects.
(v) No shares of Common Stock have been issued prior to the
Closing Date; at the time of the consummation of the Conversion, the
Shares subscribed for pursuant to the Prospectus will have been duly
and validly authorized for issuance, and when issued and delivered by
the Company pursuant to the Plan against payment of the consideration
calculated as set forth in the Plan and the Prospectus, will be duly
and validly issued and fully paid and non-assessable. The issuance of
the Shares will not be subject to preemptive rights and the terms and
provisions of the Shares
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<PAGE>
conform to the description thereof contained in the Prospectus. The
form of certificate used to evidence the Common Stock is in due and
proper form and complies with all applicable legal requirements.
(vi) The execution and delivery of this Agreement and the
consummation of the transactions contemplated thereby have been duly
and validly authorized by all necessary action on the part of the
Company and the Association; and this Agreement is a valid and binding
obligation of the Company and the Association, enforceable against the
Company and the Association in accordance with its terms, except to
the extent rights to indemnity and contribution thereunder may be
limited under applicable law and except as the enforceability thereof
may be limited by bankruptcy, insolvency, moratorium, reorganization,
conservatorship, receivership or other similar laws now or hereafter
in effect relating to or affecting the enforcement of creditors'
rights generally or the rights of creditors of savings institutions
and their holding companies or by general equitable principles,
regardless of whether such enforceability is considered in a
proceeding in equity or at law; and to the best of our knowledge, the
execution and delivery of the Agreement, and the consummation of the
transactions contemplated thereunder, will not conflict with or
constitute a breach of, or default under, and no event has occurred
which, with notice or lapse of time or both, would constitute a
default under or result in the creation or imposition of any lien,
charge or encumbrance that would have a material adverse effect on the
financial condition, results of operations or business of the Company
and the Association taken as a whole, upon any property or assets of
the Company or the Association pursuant to any material contract,
indenture, mortgage, loan agreement, note, lease or other instrument
to which the Company or the Association is a party or by which either
of them may be bound, or to which any of the property or assets of the
Company or the Association is subject (other than the establishment of
a liquidation account), nor will such execution or delivery result in
any violation of the provisions of the articles of incorporation,
charter, or bylaws of the Company or the Association, or any
applicable Delaware law, act or regulation (except that no opinion
need be rendered with respect to the securities or Blue Sky Laws of
various jurisdictions or the rules and regulations of the NASD).
(vii) The Conversion Application has been approved by the OTS and
the Prospectus and the proxy statement of the Association have been
authorized for use by the OTS. The OTS has approved the Holding
Company Application, and the purchase by the Company of all of the
issued and outstanding capital stock of the Association has been
authorized by the OTS. To the best of such counsel's knowledge, no
action is pending or threatened to revoke any such authorizations or
approvals.
(viii) The Plan has been duly adopted by the required vote of the
directors of the Company and the Association and approved by the
eligible voting members of
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the Association in accordance with the Conversion Regulations and the
applicable requirements of the Association's charter and bylaws.
(ix) Subject to the satisfaction of the conditions to the OTS
approval of the Conversion, no further approval, registration,
authorization, consent or other order of or notice to any governmental
agency is required in connection with the execution and delivery of
this Agreement, the issuance of the Shares and the consummation of the
Conversion, except as may be required under the Blue Sky Laws of
various jurisdictions (as to which no opinion need be rendered) and
except as may be required under the rules and regulations of the NASD
(as to which no opinion need be rendered).
(x) The Registration Statement is effective under the 1933 Act
and no stop order suspending the effectiveness has been issued under
the 1933 Act or, to the best of such counsel's knowledge, proceedings
therefor initiated or threatened by the Commission or any other
governmental agency.
(xi) At the time the Conversion Application, including the
Prospectus contained therein, was approved by the OTS, the Conversion
Application, including the Prospectus contained therein, complied as
to form in all material respects with the requirements of the
Conversion Regulations, the HOLA, and those of any other applicable
federal or state laws (other than the financial statements, the notes
thereto, financial tables, and other financial, statistical and
appraisal data including therein, as to which no opinion need be
rendered).
(xii) At the time that the Registration Statement became
effective, (i) the Registration Statement (except as to financial
statements, the notes thereto, financial tables, financial,
statistical and appraisal data included therein, as to which no
opinion need be rendered) complied as to form in all material respects
with the requirements of the 1933 Act and the 1933 Act Regulations,
(ii) the Prospectus (other than the financial statements, the notes
thereto and other tabular, financial, statistical and appraisal data
included therein, as to which no opinion need be rendered) complied as
to form in all material respects with the requirements of the 1933 Act
and the 1933 Act Regulations; and (iii) the Registration Statement has
been filed pursuant to the appropriate Commission form and has been
declared effective by the Commission.
(xiii) To the best of such counsel's knowledge, there are no
legal or governmental proceedings pending or threatened which are
required to be disclosed in the Registration Statement and Prospectus,
other than those disclosed therein.
(xiv) To the best of such counsel's knowledge, there are no
contracts, indentures, mortgages, loan agreements, notes, leases or
other instruments required to be described or referred to in the
Conversion Application, the Registration
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Statement or required to be filed as exhibits thereto other than those
described or referred to therein or filed as exhibits thereto and the
descriptions thereof are accurate.
(xv) To the best of such counsel's knowledge, the Conversion
Application, the Holding Company Application and the Plan comply in
all material respects with all applicable laws, rules, regulations and
decisions and orders, including, without limitation, the HOLA, the
Conversion Regulations, or any requirements of Delaware law; the Plan
and the transactions contemplated by this Agreement have been duly
approved and authorized by all requisite corporate and regulatory
action; to the best of such counsel's knowledge, no order has been
issued by the OTS, the Commission or any other authority to suspend
the Offering or the use of the Prospectus, and, to the best of such
counsel's knowledge, no action for such purposes has been instituted
or threatened by the OTS, the Commission, or any other authority and,
to the best of such counsel's knowledge, no person has sought to
obtain regulatory or judicial review of the final action of the OTS,
the Commission, as applicable, approving or taking no objection to the
Plan, the Conversion Application, the Holding Company Application, the
Prospectus, or the Conversion.
(xvi) To the best of such counsel's knowledge, the Company and
the Association have obtained all licenses, permits and other
governmental authorizations currently required for the conduct of
their respective businesses as described in the Registration Statement
and Prospectus, except for licenses, approvals or authorizations the
failure of which to have would not result in a material adverse change
in the financial condition, results of operation or the business of
the Company and the Association taken as a whole, and all such
licenses, permits and other governmental authorizations are in full
force and effect, and the Company and the Association are in all
material respects complying therewith.
(xvii) To the best of such counsel's knowledge, neither the
Company nor the Association is in violation of its articles of
incorporation, charter or bylaws, or in default or violation in the
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Company or the
Association is a party or by which the Company or the Association or
any of their property may be bound in any respect that would have a
material adverse effect on the financial condition or results of
operations of the Company or the Association taken as a whole.
(xviii) To the best of such counsel's knowledge, neither the
Company nor the Association is in violation of any directive from the
OTS or the FDIC to make any material change in the method of
conducting its respective business.
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(xix) The information in the Prospectus under the captions
"Regulation," "The Conversion -- Income Tax Consequences,"
"Restrictions on Acquisitions of Stock and Related Takeover Defensive
Provisions," "Description of Capital Stock," to the extent that such
information constitutes matters of law, summaries of legal matters,
documents or proceedings, or legal conclusions, has been reviewed by
such counsel and is correct in all material respects.
In giving such opinion, such counsel may rely as to all matters of fact on
certificates of officers or directors of the Company and the Association and
certificates of public officials. For purposes of such opinion, no proceedings
shall be deemed to be pending, no order or stop order shall be deemed to be
issued, and no action shall be deemed to be instituted unless, in each case, a
director or executive officer of the Company or the Association shall have
received a copy of such proceedings, order, stop order or action.
In addition, such counsel shall provide a letter stating that during the
preparation of the Registration Statement, Conversion Application and the
Prospectus, counsel participated in conferences with certain officers and other
representatives of the Association and the Company, representatives of the
Agent, counsel to the Agent, representatives of the independent public
accountants for the Association and the Company at which the contents of the
Registration Statement, the Conversion Application and the Prospectus and
related matters were discussed and, although they are not passing upon and do
not assume the responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement, the Conversion Application
and Prospectus, on the basis of the foregoing (relying as to factual matters on
certificates of officers and other factual representations by the Association
and the Company), nothing has come to such counsel's attention that caused them
to believe that the Registration Statement at the time it was declared effective
by the SEC or the Prospectus as of its date and as of the Closing Date,
contained or contains any untrue statement of a material fact or omitted or
omits to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading (it being understood that such counsel shall express
no comment or opinion with respect to the financial statements, schedules and
other financial information and statistical and stock valuation data included,
or statistical methodology employed, in the Registration Statement, Conversion
Application and Prospectus).
(2) The favorable opinion, dated as of the Closing Date, of Barnes &
Thornburg, Indianapolis, Indiana, the Agent's counsel, with respect to such
matters as the Agent may reasonably require. Such opinion may rely upon the
opinions of counsel to the Company and the Association, and as to matters
of fact, upon certificates of officers and directors of the Company and the
Association delivered pursuant hereto or as such counsel shall reasonably
request
(d) At the Closing Date, the Agent shall receive a certificate of the Chief
Executive Officer and the Chief Financial Officer of the Company and a
certificate of the Chief Executive Officer and the Chief Financial Officer of
the Association, both dated as of the Closing Date, that states: (i) they
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have reviewed the Prospectus and, in their opinion, at the time the Prospectus
became authorized for final use, the Prospectus did not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading; (ii) since the respective dates as of which
information is given in the Registration Statement and the Prospectus and since
the date the Prospectus became authorized for final use, no material adverse
change in the condition, financial or otherwise, or in the earnings, capital,
properties, assets, or business of the Company and the Association considered as
one enterprise has occurred and no other event has occurred, which should have
been set forth in an amendment or supplement to the Prospectus which has not
been so set forth, and the conditions set forth in this Section 9 have been
satisfied; (iii) the representations and warranties in Section 4 are true and
correct with the same force and effect as though expressly made at and as of the
Closing Date; (iv) the Company and the Association have complied with all
agreements and satisfied all conditions on their part to be performed or
satisfied at or prior to the Closing Date and will comply in all material
respects with all obligations to be satisfied by them after Conversion; (v) no
stop order suspending the effectiveness of the Registration Statement has been
initiated or, to the best knowledge of the Company or the Association,
threatened by the Commission or any state authority; (vi) no order suspending
the Offering, the Conversion, the acquisition of all of the Shares of the
Association by the Company or the effectiveness of the Prospectus has been
issued and no proceedings for that purpose are pending or, to the best knowledge
of the Company or the Association, threatened by the OTS, the Commission or any
other authority; (vii) to the best knowledge of the Company or the Association,
no person has sought to obtain review of the final action of the OTS approving
the Plan; and (viii) neither the Company nor the Association is required to be
qualified to do business as a foreign corporation in any jurisdiction.
(e) Prior to and at the Closing Date: (i) in the reasonable opinion of the
Agent, there shall have been no material adverse change in the condition,
financial or otherwise, or in the earnings or business of the Company and the
Association considered as one enterprise, from that as of the latest dates as of
which such condition is set forth in the Prospectus other than transactions
referred to or contemplated therein; (ii) the Company or the Association shall
not have received from the OTS or the FDIC any directive (oral or written) to
make any material change in the method of conducting their business with which
it has not complied (which directive, if any, shall have been disclosed to the
Agent) or which materially and adversely would affect the business, operations
or financial condition or income of the Company and the Association considered
as one enterprise; (iii) the Company and the Association shall not have been in
default (nor shall an event have occurred which, with notice or lapse of time or
both, would constitute a default) under any provision of any agreement or
instrument relating to any outstanding indebtedness; (iv) no action, suit or
proceedings, at law or in equity or before or by any federal or state
commission, board or other administrative agency, shall be pending or, to the
best knowledge of the Company or the Association, threatened against the Company
or the Association or affecting any of their properties wherein an unfavorable
decision, ruling or finding would materially and adversely affect the business
operations, financial condition or income of the Company and the Association
considered as one enterprise; and (v) the Shares have been qualified or
registered for offering and sale or exempted therefrom under the Blue Sky Laws
of
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<PAGE>
such jurisdictions as the Agent shall have requested and as agreed to by the
Company and the Association.
(f) Concurrently with the execution of this Agreement, the Agent shall
receive a letter from Crowe, Chizek and Company LLP dated the date hereof and
addressed to the Agent: (i) confirming that Crowe, Chizek and Company LLP is a
firm of independent public accountants within the meaning of the 1933 Act, the
1933 Act Regulations, 12 CFR Section 571.2(c)(3) and the Code of Professional
Ethics of the American Institute of Certified Public Accountants, and stating in
effect that in their opinion the consolidated financial statements of the
Association as of June 30, 1996, and 1995, and for the fiscal years ended June
30, 1994, 1995, and 1996, as are included in the Registration Statement and the
Prospectus and covered by their opinion included therein comply as to form in
all material respects with the applicable accounting requirements of the 1933
Act, the 1933 Act Regulations, the Conversion Regulations, and GAAP applied
consistently; (ii) stating in effect that, on the basis of certain agreed upon
procedures (but not an audit examination in accordance with generally accepted
auditing standards) consisting of a reading of the latest available unaudited
interim consolidated financial statements of the Association prepared by the
Association, a reading of the minutes of the meetings of the Boards of Directors
of the Association and the Company and the members of the Association and
consultations with officers of the Association responsible for financial and
accounting matters, nothing came to its attention which caused it to believe
that: (A) the unaudited financial statements of the Association included in the
Prospectus are not in conformity with GAAP applied on a basis substantially
consistent with that of the audited financial statements included in the
Prospectus; and (B) during the period from that date of the latest audited
consolidated financial statements included in the Prospectus to a specified date
not more than five business days prior to the date hereof, there was any
increase in borrowings or in non-performing assets by the Company or the
Association; and (C) except as otherwise discussed in the Prospectus there was
any decrease in consolidated retained earnings of the Association at the date of
such letter as compared with amounts shown in the latest audited consolidated
statement of condition included in the Prospectus or there was any decrease in
consolidated net income or net interest income of the Association for the number
of full months commencing immediately after the period covered by the latest
audited consolidated income statement included in the Prospectus and ended on
the latest month end prior to the date of the Prospectus or in such letter as
compared to the corresponding period in the preceding year (included in the
Recent Developments Section of the Prospectus); and (iii) stating that, in
addition to the audit referred to in its opinion included in the Prospectus and
the performance of the procedures referred to in clause (ii) of this subsection
(f), it has compared with the general accounting records of the Company and/or
the Association, as applicable, which are subject to the internal controls of
the Company's and/or the Association's, as applicable, accounting system and
other data prepared by the Company and/or the Association, as applicable,
directly from such accounting records, to the extent specified in such letter,
such amounts and/or percentages set forth in the Prospectus as you may
reasonably request, and they have found such amounts and percentages to be in
agreement therewith.
(g) At the Closing Date, the Agent shall receive a letter from Crowe,
Chizek and Company LLP dated the Closing Date, addressed to the Agent,
confirming the statements made by
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them in the letter delivered by them pursuant to subsection (f) of this Section
9, the "specified date" referred to in clause (ii) of subsection (f) thereof to
be a date specified in such letter, which shall not be more than three business
days prior to the Closing Date.
(h) At the Closing Date, the Agent shall receive a letter from Keller &
Company, Inc., dated the date thereof and addressed to counsel for the Agent,
(i) confirming that said firm is independent of the Company and the Association
and is experienced and expert in the area of corporate appraisals within the
meaning of the Conversion Regulations, (ii) stating in effect that the Appraisal
prepared by such firm complies in all material respects with the applicable
requirements of the Conversion Regulations, and (iii) further stating that its
opinion of the aggregate pro forma market value of the Company and the
Association expressed in the Appraisal as most recently updated, remains in
effect.
(i) The Company and the Association shall not have sustained since the date
of the latest audited consolidated financial statements included in the
Prospectus any material loss or interference with their businesses from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Registration Statement and Prospectus.
(j) At or prior to the Closing Date, the Agent shall receive: (i) a copy of
the letter from the OTS approving the Conversion Application and the use of the
Prospectus; (ii) a copy of the order from the Commission declaring the
Registration Statement effective; (iii) a certificate of good standing from the
State of Delaware evidencing the good standing of the Company; (iv) a
certificate of valid existence from the OTS with respect to the Association; (v)
a certificate from the FDIC evidencing the Association's insurance of accounts;
(vi) a certificate of the FHLB-Cincinnati evidencing the Association's
membership thereof; (vii) a copy of the letter from the OTS approving the
Holding Company Application; and (viii) any other documents that the Agent shall
reasonably request.
(k) As soon as available after the Closing Date, the Agent shall receive,
upon request, a copy of the Association's charter.
(l) Subsequent to the date hereof, there shall not have occurred any of the
following: (i) a suspension or limitation in trading in securities generally on
the New York Stock Exchange or in the over-the-counter market, or quotations
halted generally on the Nasdaq Stock Market, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices for securities have been
required by either of such exchanges or the NASD or by order of the Commission
or any other governmental authority; (ii) a general moratorium on the operations
of commercial banks, Ohio or federal savings and loan associations or a general
moratorium on the withdrawal of deposits from commercial banks, Ohio or federal
savings and loan associations declared by federal or state authorities; (iii)
the engagement by the United States in hostilities which have resulted in the
declaration, on or after the date hereof, of a national emergency or war; or
(iv) a material decline in the price of equity or debt securities if the effect
of any of the above in the Agent's reasonable
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judgment, makes it impracticable or inadvisable to proceed with the Offering or
the delivery of the Shares on the terms and in the manner contemplated in the
Registration Statement and Prospectus.
Section 10. Indemnification.
(a) The Company and the Association jointly and severally agree to
indemnify and hold harmless the Agent, its officers, directors, agents, servants
and employees and each person, if any, who controls the Agent within the meaning
of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and
all loss, liability, claim, damage or expense whatsoever (including but not
limited to settlement expenses), joint or several, that the Agent may suffer or
to which the Agent and any such persons may become subject under all applicable
federal or state laws or otherwise, and to promptly reimburse the Agent and any
such persons upon written demand for any expenses (including reasonable fees and
disbursements of counsel) incurred by the Agent in connection with
investigating, preparing to defend or defending any actions, proceedings or
claims (whether commenced or threatened) to the extent such losses, claims,
damages, liabilities or actions: (i) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment or supplement thereto), final
Prospectus (or any amendment or supplement thereto), the Conversion Application
(or any amendment or supplement thereto), the Holding Company Application or any
blue sky application or other instrument or document executed by the Company or
the Association or based upon written information supplied by the Company or the
Association filed in any state or jurisdiction to register or qualify any or all
of the Shares or to claim an exemption therefrom, or provided to any state or
jurisdiction to exempt the Company as a broker-dealer or its officers, directors
and employees as broker-dealers or agents, under the securities laws thereof
(collectively, the "Blue Sky Application"), or any application or other
document, advertisement, oral statement or communication ("Sales Information")
prepared, made or executed by or on behalf of the Company or the Association
based upon written information furnished by or on behalf of the Company or the
Association, whether or not filed in any jurisdiction, in order to qualify or
register the Shares or to claim an exemption therefrom under the securities laws
thereof; (ii) arise out of or based upon the omission or alleged omission to
state in any of the foregoing documents or information, a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; or (iii) arise
from any theory of liability whatsoever relating to or arising from or based
upon the Registration Statement (or any amendment or supplement thereto), final
Prospectus (or any amendment or supplement thereto), the Conversion Application
(or any amendment or supplement thereto), any Blue Sky Application or Sales
Information or other documentation in connection with the Conversion; provided,
however, that no indemnification is required under this paragraph (a) to the
extent such losses, claims, damages, liabilities or actions arise out of or are
based upon any untrue material statement or alleged untrue material statements
in, or material omission or alleged material omission from, the Registration
Statement (or any amendment or supplement thereto), preliminary or final
Prospectus (or any amendment or supplement thereto), the Conversion Application,
any Blue Sky Application or Sales Information made in reliance upon and in
conformity with information furnished in writing to the Company or the
Association by the Agent regarding the Agent.
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(b) The Agent agrees to indemnify and hold harmless the Company and the
Association, their directors and officers and each person, if any, who controls
the Company or the Association within the meaning of Section 15 of the 1933 Act
or Section 20(a) of the 1934 Act against any and all loss, liability, claim,
damage or expense whatsoever (including but not limited to settlement expenses),
joint or several, which they, or any of them, may suffer or to which they, or
any of them may become, subject under all applicable federal and state laws or
otherwise, and to promptly reimburse the Company, the Association, and any such
persons upon written demand for any expenses (including reasonable fees and
disbursements of counsel) incurred by them, or any of them, in connection with
investigating, preparing to defend or defending any actions, proceedings or
claims (whether commenced or threatened) to the extent such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment or supplement thereto), the Conversion
Application (or any amendment or supplement thereto) or the Prospectus (or any
amendment or supplement thereto), or are based upon the omission or alleged
omission to state in any of the foregoing documents a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
that the Agent's obligations under this Section 10(b) shall exist only if and
only to the extent (i) that such untrue statement or alleged untrue statement
was made in, or such material fact or alleged material fact was omitted from,
the Registration Statement (or any amendment or supplement thereto), the
Prospectus (or any amendment or supplement thereto) or the Conversion
Application (or any amendment or supplement thereto), and Blue Sky Application
or Sales Information in reliance upon and in conformity with information
furnished in writing to the Company or the Association by the Agent regarding
the Agent.
(c) Each indemnified party shall give prompt written notice to each
indemnifying party of any action, proceeding, claim (whether commenced or
threatened), or suit instituted against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve it from any liability which it may have on account of this Section 10 or
otherwise. An indemnifying party may participate at its own expense in the
defense of such action. In addition, if it so elects within a reasonable time
after receipt of such notice, an indemnifying party, jointly with any other
indemnifying parties receiving such notice, may assume defense of such action
with counsel chosen by it and approved by the indemnified parties that are
defendants in such action, unless such indemnified parties reasonably object to
such assumption on the ground that there may be legal defenses available to them
that are different from or in addition to those available to such indemnified
party. If an indemnifying party assumes the defense of such action, the
indemnifying parties shall not be liable for any fees and expenses of counsel
for the indemnified parties incurred thereafter in connection with such action,
proceeding or claim, other than reasonable costs of investigation. In no event
shall the indemnifying parties be liable for the fees and expenses of more than
one separate firm of attorneys (and any special counsel that said firm may
retain) for each indemnified party in connection with any one action, proceeding
or claim or separate but similar or related actions, proceedings or claims in
the same jurisdiction arising out of the same general allegations or
circumstances.
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<PAGE>
(d) The agreements in this Section 10 and in Section 11 hereof and the
representations and warranties of the Company and the Association set forth in
this Agreement shall remain operative and in full force and effect regardless
of: (i) any investigation made by or on behalf of the Agent or their officers,
directors or controlling persons, agents or employees or by or on behalf of the
Company or the Association or any officers, directors or controlling persons,
agents or employees of the Company or the Association; (ii) delivery of and
payment hereunder for the Shares; or (iii) any termination of this Agreement.
Section 11. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in
Section 10 is due in accordance with its terms but is for any reason held by a
court to be unavailable from the Company, the Association or the Agent, as the
case may be, the Company, the Association and the Agent shall contribute to the
aggregate losses, claims, damages and liabilities (including any investigation,
legal and other expenses incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding of any claims asserted, but after
deducting any contribution received by the Company, the Association or the Agent
from persons other than the other party thereto, who may also be liable for
contribution) in such proportion so that the Agent is responsible for that
portion represented by the percentage that the fees paid to the Agent pursuant
to Section 2 of this Agreement (not including expenses) bears to the gross
proceeds received by the Company from the sale of the Shares in the Offering and
the Company and the Association shall be responsible for the balance. If,
however, the allocation provided above is not permitted by applicable law or if
the indemnified party failed to give the notice required under Section 10 above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative fault of the Company and the Association on the one hand and the
Agent on the other in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions, proceedings or
claims in respect thereto), but also the relative benefits received by the
Company and the Association on the one hand and the Agent on the other from the
Offering (before deducting expenses). The relative benefits received by the
Company and the Association on the one hand and the Agent on the other shall be
deemed to be in the same proportion as the total gross proceeds from the
Offering received by the Company bear to the total fees (excluding expenses)
received by the Agent. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or the alleged omission to state a material fact relates to
information supplied by the Company and/or the Association on the one hand or
the Agent on the other and the parties' relative intent, good faith, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company, the Association and the Agent agree that it would not be
just and equitable if contribution pursuant to this Section 11 were determined
by pro-rata allocation or by any other method of allocation which does not take
into account the equitable considerations referred to above in this Section 11.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions, proceedings or claims in respect
thereof) referred to above in this Section 11 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action, proceeding or claim.
It is expressly agreed that the Agent shall not be liable for any loss,
liability, claim, damage or expense
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or be required to contribute any amount which in the aggregate exceeds the
amount paid (excluding reimbursable expenses) to the Agent under this Agreement.
It is understood that the above stated limitation on the Agent's liability is
essential to the Agent and that the Agent would not have entered into this
Agreement if such limitation had not been agreed to by the parties to this
Agreement. No person found guilty of any fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not found guilty of such fraudulent misrepresentation.
The obligations of the Company and the Association under this Section 11 and
under Section 10 shall be in addition to any liability which the Company and the
Association may otherwise have. For purposes of this Section 11, each of the
Agent's, the Company's or the Association's officers and directors and each
person, if any, who controls the Agent or the Company or the Association within
the meaning of the 1933 Act and the 1934 Act shall have the same rights to
contribution as the Agent, the Company or the Association. Any party entitled to
contribution, promptly after receipt of notice of commencement of any action,
suit, claim or proceeding against such party in respect of which a claim for
contribution may be made against another party under this Section 11, will
notify such party from whom contribution may be sought, but the omission to so
notify such party shall not relieve the party from whom contribution may be
sought from any other obligation it may have hereunder or otherwise than under
this Section 11. In no case shall the Agent be required to contribute any amount
in excess of the fees received by the Agent pursuant to Section 2 of this
Agreement
Section 12. Survival of Agreements, Representations and Indemnities. The
respective indemnities of the Company, the Association and the Agent and the
representations and warranties and other statements of the Company and the
Association set forth in or made pursuant to this Agreement shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of the Agent, the Company,
the Association or any controlling person referred to in Section 10 hereof, and
shall survive the issuance of the Shares, and any legal representative,
successor or assign of the Agent, the Company, the Association, and any such
controlling person shall be entitled to the benefit of the respective
agreements, indemnities, warranties and representations.
Section 13. Termination. The Agent may terminate its obligations under this
Agreement by giving the notice indicated below in this Section 13 at any time
after this Agreement becomes effective as follows:
(a) In the event the Company fails to sell the required minimum number of
Shares by the End Date, and in accordance with the provisions of the Plan or as
required by the Conversion Regulations, and applicable law, this Agreement shall
terminate upon refund by the Association to each person who has subscribed for
or ordered any of the Shares the full amount which it may have received from
such person, together with interest as provided in the Prospectus, and no party
to this Agreement shall have any obligation to the other hereunder, except for
payment by the Company and/or the Association as set forth in Sections 2 ,8, 10
and 11 hereof.
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(b) If any of the conditions specified in Section 9 shall not have been
fulfilled when and as required by this Agreement unless waived in writing, or by
the Closing Date, this Agreement and all of the Agent's obligations hereunder
may be canceled by the Agent by notifying the Company and the Association of
such cancellation as provided in Section 14 hereof in writing or by telegram at
any time at or prior to the Closing Date, and any such cancellation shall be
without liability of any party to any other party except as otherwise provided
in Sections 2, 8, 10 and 11 hereof.
(c) If the Agent elects to terminate this Agreement as provided in this
Section 13, the Agent shall promptly notify the Company and the Association by
telephone or telegram, confirmed by letter.
The Company and the Association may terminate this Agreement with respect
to the Agent in the event the Agent is in material breach of the representations
and warranties or covenants contained in Sections 5 and 7 and such breach has
not been cured after the Company and the Association have provided Agent with
notice of such breach.
The Agent may terminate this Agreement with respect to the Company and the
Association in the event that either the Company or the Association,
respectively, is in material breach of the representations and warranties or
covenants contained in Sections 4 and 6 and such breach has not been cured after
the Agent have provided the Company and the Association with notice of such
breach.
This Agreement may also be terminated by mutual written consent of the
parties hereto.
Section 14. Notices. All communications hereunder, except as herein
otherwise specifically provided, shall be mailed in writing and if sent to Agent
shall be mailed, delivered or telegraphed and confirmed to Charles Webb &
Company, 211 Bradenton, Dublin, Ohio 43017-5034, Attention: Patricia A. McJoynt
(with a copy to Barnes & Thornburg, 11 So. Meridian Street, Indianapolis,
Indiana 46204, Attention: Claudia V. Swhier, Esquire) and, if sent to the
Company and the Association, shall be mailed, delivered or telegraphed and
confirmed to the Company and the Association at 101 East Court Street, Sidney,
Ohio 45365 Attention: Douglas Stewart, President and Chief Executive Officer
(with a copy to Silver, Freedman and Taff, L.L.P., 1100 New York Avenue, N.W.,
Washington, D.C. 20005, Attention: Jeffrey M. Werthan, P.C.).
Section 15. Parties. The Company and the Association shall be entitled to
act and rely on any request, notice, consent, waiver or agreement purportedly
given on behalf of the Agent when the same shall have been given by the
undersigned. The Agent shall be entitled to act and rely on any request, notice,
consent, waiver or agreement purportedly given on behalf of the Company or the
Association, when the same shall have been given by the undersigned or any other
officer of the Company or the Association. This Agreement shall inure solely to
the benefit of, and shall be binding upon, the Agent, the Company, the
Association, and their respective successors, legal representatives and assigns,
and no other person shall have or be construed to have any legal or equitable
right,
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remedy or claim under or in respect of or by virtue of this Agreement or any
provision herein contained.
Section 16. Entire Agreement. It is understood and agreed that this
Agreement is the exclusive agreement among the paries hereto, and supersedes any
prior agreement among the parties (except for specific references herein to the
Letter Agreement) and may not be varied except in writing signed by all the
parties.
Section 17. Closing. The closing for the sale of the Shares shall take
place on the Closing Date at such location as mutually agreed upon by the Agent
and the Company and the Association. At the closing, the Company and the
Association shall deliver to the Agent in next day funds the commissions, fees
and expenses due and owing to the Agent as set forth in Sections 2 and 8 hereof
and the opinions and certificates required hereby and other documents deemed
reasonably necessary by the Agent shall be executed and delivered to effect the
sale of the Shares as contemplated hereby and pursuant to the terms of the
Prospectus.
Section 18. Partial Invalidity. In the event that any term, provision or
covenant herein or the application thereof to any circumstance or situation
shall be invalid or unenforceable, in whole or in part, the remainder hereof and
the application of said term, provision or covenant to any other circumstances
or situation shall not be affected thereby, and each term, provision or covenant
herein shall be valid and enforceable to the full extent permitted by law.
Section 19. Construction. This Agreement shall be construed in accordance
with the laws of the State of Ohio, except to the extent that federal law shall
apply.
Section 20. Counterparts. This Agreement may be executed in separate
counterparts, each of which so executed and delivered shall be an original, but
all of which together shall constitute but one and the same instrument.
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If the foregoing correctly sets forth the arrangement among the Company,
the Association and the Agent, please indicate acceptance thereof in the space
provided below for that purpose, whereupon this letter and the Agent's
acceptance shall constitute a binding agreement.
Very truly yours,
PEOPLES SIDNEY FINANCIAL PEOPLES FEDERAL SAVINGS
CORPORATION AND LOAN ASSOCIATION
By: By:
------------------------------ ------------------------------
Douglas Stewart, President Douglas Stewart, President
Accepted as of the date first above written.
KEEFE, BRUYETTE & WOODS, INC.
By CHARLES WEBB & COMPANY,
A Division Thereof
By:
------------------------------
Patricia A. McJoynt, Executive
Vice President
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EXHIBIT A
PEOPLES SIDNEY FINANCIAL CORPORATION
Up to 1,653,125 Shares (Anticipated Maximum)
($0.01 Par Value)
Selected Dealers' Agreement
_________, 1997
Gentlemen:
We have agreed to assist Peoples Federal Savings and Loan Association of
Sidney, Sidney, Ohio ("Association"), a federal mutual savings and loan
association, in connection with the offer and sale of up to 1,437,500 shares
(subject to possible increase to 1,653,125 shares) of the common stock, $0.01
par value ("Common Stock"), of Peoples Sidney Financial Corporation, Sidney,
Ohio ("Company"), a Delaware corporation, to be issued in connection with the
conversion of the Association from a mutual institution to a stock institution
pursuant to the Home Owners' Loan Act, as amended, and 12 C.F.R. Part 563b. The
total number of shares of Common Stock to be offered may be decreased to a
minimum of 1,062,500 shares. The price per share has been fixed at $10.00. The
Common Stock, the number of shares to be issued, and certain of the terms on
which they are being offered, are more fully described in the enclosed
Prospectus dated __________, 1997 ("Prospectus"). In connection with the
Conversion, the Company, on a best efforts basis, is offering for sale between
$10,625,000 of shares and $14,375,000 (subject to possible increase to
$16,531,250) of shares of the Common Stock ("Shares"), in a Subscription
Offering (as defined in the Prospectus). Any Shares not sold in the Subscription
Offering will be offered to the general public in the Community Offering (as
defined in the Prospectus) giving preference to natural persons residing in
Shelby County, Ohio.
The Subscription and Community Offerings are being conducted under a plan
of conversion ("Plan"), adopted by the Association's Board of Directors.
Pursuant to the Plan, the Association intends to convert from a federal mutual
savings and loan association to a federal stock savings and loan association and
concurrently become the wholly-owned subsidiary of the Company ("Conversion").
The Subscription and Community Offerings are further being conducted in
accordance with the regulations of the OTS and subject to the provisions
contained in the Plan.
The Common Stock is also being offered in accordance with the Plan by
broker/dealers licensed by the National Association of Securities Dealers, Inc.
("NASD") which have been approved by the Association ("Approved Brokers").
We are offering the Approved Brokers (of which you are one) the opportunity
to participate in the solicitation of offers to buy the Common Stock and we will
pay you a fee in the amount of
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<PAGE>
____ percent (____%) of the dollar amount of the Common Stock sold on behalf of
the Company by you, as evidenced by the authorized designation of your firm on
the order form or forms for payment therefor to the special account established
by the Association for the purpose of holding such funds. It is understood, of
course, that payment of your fee will be made only out of compensation received
by us for the Common Stock sold on behalf of the Company by you, as evidenced in
accordance with the preceding sentence. As soon as practicable after the closing
date of the offering, we will remit to you, only out of our compensation as
provided above, the fees to which you are entitled hereunder.
Each order form for the purchase of Common Stock must set forth the
identity and address of each person to whom the certificates for such Common
Stock should be issued and delivered. Such order form also must clearly identity
your firm in order for you to receive compensation. You shall instruct any
subscriber who elects to send his order form to you to make any accompanying
check payable to "Peoples Sidney Financial Corporation."
This offer is made subject to the terms and conditions herein set forth and
is made only to Approved Brokers who are members in good standing of the NASD
who are to comply with all applicable rules of the NASD, including, without
limitation, the NASD's Interpretation With Respect to Free-Riding and
Withholding and Section 24 of Article III of the NASD's Rules of Fair Practice.
Orders for Common Stock will be subject to confirmation and we, acting on
behalf of the Company and the Association, reserve the right in our unfettered
discretion to reject any order in whole or in part, to accept or reject orders
in the order of their receipt or otherwise, and to allot. Neither you nor any
other person is authorized by the Company and the Association, or by us to give
any information or make any representations other than those contained in the
Prospectus in connection with the sale of any of the Common Stock. No Approved
Broker is authorized to act as agent for us when soliciting offers to buy the
Common Stock from the public or otherwise. No Approved Broker shall engage in
any stabilizing (as defined in Rule 10b-7 promulgated under the Securities
Exchange Act of 1934) with respect to the Company's Common Stock during the
offering.
We and each Approved Broker assisting in selling Common Stock pursuant
hereto agree to comply with the applicable requirements of the Securities
Exchange Act of 1934 and applicable state rules and regulations. Each
customer-carrying selected dealer that is not a $250,000 net capital reporting
broker/dealer agrees that it will not use a sweep arrangement and that it will
transmit all customer checks by noon of the next business day after receipt
thereof. In addition, we and each selected dealer confirm that the Securities
and Exchange Commission interprets Rule 15c2-8 promulgated under the Securities
Exchange Act of 1934 as requiring that a Prospectus be supplied to each person
who is expected to receive a confirmation of sale 48 hours prior to delivery of
such person's order form.
We and each Approved Broker further agree that to the extent that your
customers desire to pay for shares with funds held by or to be deposited with
us, in accordance with the interpretations of the Securities and Exchange
Commission of Rule 15c2-4 promulgated under the Securities
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<PAGE>
Exchange Act of 1934, either (a) upon receipt of an executed order form or
direction to execute an order form on behalf of a customer to forward the
offering price of the Common Stock ordered on or before noon of the next
business day following receipt or execution of an order form by us to the
Company for deposit in a segregated account or (b) to solicit indications of
interest in which event (i) we will subsequently contact any customer indicating
interest to confirm the interest and give instructions to execute and return an
order form or to receive authorization to execute the order form on the
customer's behalf, (ii) we will mail acknowledgments of receipt of orders to
each customer confirming interest on the business day following such
confirmation, (iii) we will debit accounts of such customers on the third
business day ("Debit Date") following receipt of the confirmation referred to in
(i), and (iv) we will forward complete order forms together with such funds to
the Company on or before twelve noon on the next business day and each selected
dealer acknowledges that if the procedure in (b) is adopted, our customers'
funds are not required to be in their accounts until the Debit Date.
Unless earlier terminated by us, this Agreement shall terminate upon the
closing date of the Conversion. We may terminate this Agreement or any
provisions hereof at any time by written or telegraphic notice to you. Of
course, our obligations hereunder are subject to the successful completion of
the Conversion.
You agree that at any time or times prior to the termination of this
Agreement you will, upon our request, report to us the number of shares of
Common Stock sold on behalf of the Company by you under this Agreement.
We shall have full authority to take such actions as we may deem advisable
in respect of all matters pertaining to the offering. We shall be under no
liability to you except for lack of good faith and for obligations expressly
assumed by us in this Agreement.
Upon application to us, we will inform you as to the states in which we
believe the Common Stock has been qualified for sale under, or are exempt from
the requirements of, the respective blue sky laws of such states, but we assume
no responsibility or obligation as to your rights to sell Common Stock in any
state.
Additional copies of the Prospectus and any supplements thereto will be
supplied in reasonable quantities upon request.
Any notice from us to you shall be deemed to have been duly given if
mailed, telephoned, or telegraphed to you at the address to which this Agreement
is mailed.
This Agreement shall be construed in accordance with the laws of the State
of Ohio.
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<PAGE>
Please confirm your agreement hereto by signing and returning the
confirmations accompanying this letter at once to us as Charles Webb & Company,
211 Bradenton, Dublin, Ohio 43017. The enclosed duplicate company will evidence
the agreement between us.
KEEFE, BRUYETTE & WOODS, INC.
By CHARLES WEBB & COMPANY,
A Division Thereof
By:
------------------------------
Patricia A. McJoynt
Executive Vice President
CONFIRMED AS OF:
____________________________, 1997
(Name of Dealer)
By:
------------------------------
Its:
------------------------------
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BYLAWS OF
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF SIDNEY
ARTICLE I
HOME OFFICE
The home office of the savings bank shall be in Sidney, Ohio.
ARTICLE II
SHAREHOLDERS
Section 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at such place as the board of directors may determine
in the state in which the association has its principal place of business or at
such other convenient place as the board of directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders of the savings
bank for the election of directors and for the transaction of any other business
of the savings bank shall be held annually within 150 days after the end of the
savings bank's fiscal year on the third Wednesday of each October, if not a
legal holiday, and if a legal holiday, then on the next day following which is
not a legal holiday, at 2:00 p.m., or at such other date and time within such
150-day period as the board of directors may determine.
Section 3. Special Meetings. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision ("Office"), may be called at any time by the
chairman of the board, the president, or a majority of the board of directors,
and shall be called by the chairman of the board, the president, or the
secretary upon the written request of the holders of not less than one-tenth of
all of the outstanding capital stock of the savings bank entitled to vote at the
meeting. Such written request shall state the purpose or purposes of the meeting
and shall be delivered to the home office of the savings bank addressed to the
chairman of the board, the president, or the secretary.
Section 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with the most current edition of Robert's Rules of Order
unless otherwise prescribed by regulations of the Office or these bylaws. The
board of directors shall designate, when present, either the chairman of the
board or the president to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the place, day,
and hour of the meeting and the purpose(s) for which the meeting is called shall
be delivered not fewer than 10 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president, or the secretary, or the directors calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the mail,
addressed to the shareholder at the address as it appears on the stock transfer
books or records of the savings bank as of the
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record date prescribed in Section 6 of this Article II with postage prepaid.
When any shareholders' meeting, either annual or special, is adjourned for 30
days or more, notice of the adjourned meeting shall be given as in the case of
an original meeting. It shall not be necessary to give any notice of the time
and place of any meeting adjourned for less than 30 days or of the business to
be transacted at the meeting, other than an announcement at the meeting at which
such adjournment is taken. Notwithstanding anything in this section, however, a
federal stock association that is wholly owned shall not be subject to the
shareholder notice requirement.
Section 6. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the board of directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment.
Section 7. Voting Lists. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the savings bank shall make a complete list of the shareholders of
record entitled to vote at such meeting, or any adjournment, arranged in
alphabetical order, with the address and the number of shares held by each. This
list of shareholders shall be kept on file at the home office of the savings
bank and shall be subject to inspection by any shareholder of record or the
stockholder's agent during the entire time of the meeting. The original stock
transfer book shall constitute prima facie evidence of the shareholders entitled
to examine such list or transfer books or to vote at any meeting of
shareholders. Notwithstanding anything in this section, however, a federal stock
association that is wholly owned shall not be subject to the shareholder notice
requirement.
In lieu of making the shareholder list available for inspection by
shareholders as provided in the preceding paragraph, the board of directors may
elect to follow the procedures prescribed in ss. 552.6(d) of the Office's
regulations as now or hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of the savings
bank entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of the outstanding
shares is represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to constitute less than a quorum. If the quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the stockholders,
unless the vote of a greater number of stockholders voting together or voting by
classes is required by law or the charter. Directors, however, are elected by a
plurality of the votes cast at an election of directors.
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Section 9. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his or her duly
authorized attorney in fact. Proxies may be given telephonically or
electronically as long as the holder uses a procedure for verifying the identity
of the shareholder. A proxy may designate as holder a corporation, partnership
or company as defined in Part 574 of the OTS regulations, or other person.
Proxies solicited on behalf of the management shall be voted as directed by the
shareholder or, in the absence of such direction, as determined by a majority of
the board of directors. No proxy shall be valid more than eleven months from the
date of its execution except for a proxy coupled with an interest.
Section 10. Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the savings bank to the contrary, at any meeting of the
shareholders of the savings bank any one or more of such shareholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting, but
no votes shall be cast for such stock if a majority cannot agree.
Section 11. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent, or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian, or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares standing in the name of a trustee may be voted by him or her,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares into his or her name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer into his or her name if authority to do so is contained in
an appropriate order of the court or other public authority by which such
receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the savings bank nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the savings
bank, shall be voted at any meeting or counted in determining the total number
of outstanding shares at any given time for purposes of any meeting.
Section 12. Cumulative Voting. Unless otherwise provided in the charter
of the savings bank, every shareholder entitled to vote at an election for
directors shall have the right to vote, in person or by proxy, the number of
shares owned by the shareholder for as many persons as there are directors to be
elected and for whose election the shareholder has a right
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to vote, or to cumulate the votes by giving one candidate as many votes as the
number of such directors to be elected multiplied by the number of shares shall
equal or by distributing such votes on the same principle among any number of
candidates.
Section 13. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the chairman of the board or the president may, or on the request of
not fewer than 10 percent of the votes represented at the meeting shall, make
such appointment at the meeting. If appointed at the meeting, the majority of
the votes present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment by the board of
directors in advance of the meeting or at the meeting by the chairman of the
board or the president.
Unless otherwise prescribed by regulations of the Office, the duties of
such inspectors shall include: determining the number of shares and the voting
power of each share, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and questions in
any way arising in connection with the rights to vote; counting and tabulating
all votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all shareholders.
Section 14. Nominating Committee. The board of directors shall act as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at least 20 days prior to the date
of the annual meeting. Upon delivery, such nominations shall be posted in a
conspicuous place in each office of the savings bank. No nominations for
directors except those made by the nominating committee shall be voted upon at
the annual meeting unless other nominations by shareholders are made in writing
and delivered to the secretary of the savings bank at least five days prior to
the date of the annual meeting. Upon delivery, such nominations shall be posted
in a conspicuous place in each office of the savings bank. Ballots bearing the
names of all persons nominated by the nominating committee and by shareholders
shall be provided for use at the annual meeting. However, if the nominating
committee shall fail or refuse to act at least 20 days prior to the annual
meeting, nominations for directors may be made at the annual meeting by any
shareholder entitled to vote and shall be voted upon.
Section 15. New Business. At an annual meeting of shareholders only
such new business shall be conducted, and only such proposals shall be acted
upon, as shall have been properly brought before the meeting. For any new
business proposed by management to be properly brought before the annual meeting
such new business shall be approved by the board of directors, either directly
or through its approval of proxy solicitation materials related thereto, and
shall be stated in writing and filed with the secretary of the savings bank at
least 20 days before the date of the annual meeting, and all business so stated,
proposed, and filed shall be
4
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considered at the annual meeting. Any shareholder may make any other proposal at
the annual meeting and the same may be discussed and considered, but unless
properly brought before the meeting such proposal shall not be acted upon at the
meeting. For a proposal to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the secretary of the savings bank. To be timely, a shareholder's notice must be
delivered to or received at the principal executive offices of the savings bank,
not less than 20 days prior to the meeting; provided, however, that in the event
that less than 30 days' notice of the date of the meeting is given to
shareholders (which notice shall be accompanied by a proxy or information
statement which describes each matter proposed by the board of directors to be
acted upon at the meeting), notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day following the day
on which such notice of the date of the annual meeting was mailed. A
shareholder's notice to the secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting: (a) a brief description
of the proposal desired to be brought before the annual meeting; (b) the name
and address of the shareholder proposing such business; and (c) the class and
number of shares of the savings bank which are owned of record by the
shareholder. Notwithstanding anything in the bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 15.
Section 16. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the savings bank
shall be under the direction of its board of directors. The board of directors
shall annually elect a chairman of the board and a president from among its
members and shall designate, when present, either the chairman of the board or
the president to preside at its meetings.
Section 2. Number and Term. The board of directors shall consist of
seven members and shall be divided into three classes as nearly equal in number
as possible. The members of each class shall be elected for a term of three
years and until their successors are elected and qualified. One class shall be
elected by ballot annually.
Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place, within the savings
bank's normal lending territory, for the holding of additional regular meetings
without other notice than such resolution.
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Section 4. Qualification. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the savings
bank unless the savings bank is a wholly owned subsidiary of a holding company.
Section 5. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairman of the board, the president,
or one-third of the directors. The persons authorized to call special meetings
of the board of directors may fix any place, within the savings bank's normal
lending territory, as the place for holding any special meeting of the board of
directors called by such persons.
Members of the board of directors may participate in special meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person but shall not constitute attendance for the
purpose of compensation pursuant to Section 12 of this Article.
Section 6. Notice. Written notice of any special meeting shall be given
to each director at least two days prior thereto when delivered personally or by
telegram or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed or when delivered to the telegraph company if sent by
telegram. Any director may waive notice of any meeting by a writing filed with
the secretary. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.
Section 7. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the board of directors; but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 6 of this Article III.
Section 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by regulation of the Office
or by these bylaws.
Section 9. Action Without a Meeting. Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.
Section 10. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the home office of the savings bank
addressed to the chairman of the board or the president. Unless otherwise
specified, such resignation shall take effect upon receipt by the chairman of
the board or the president. More than three consecutive absences
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from regular meetings of the board of directors, unless excused by resolution of
the board of directors, shall automatically constitute a resignation, effective
when such resignation is accepted by the board of directors.
Section 11. Vacancies. Any vacancy occurring on the board of directors
may be filled by the affirmative vote of a majority of the remaining directors
although less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected to serve only until the next election of
directors by the shareholders. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the board of
directors for a term of office continuing only until the next election of
directors by the shareholders.
Section 12. Compensation. Directors, as such, may receive a stated
salary for their services. By resolution of the board of directors, a reasonable
fixed sum, and reasonable expenses of attendance, if any, may be allowed for
actual attendance at each regular or special meeting of the board of directors.
Members of either standing or special committees may be allowed such
compensation for actual attendance at committee meetings as the board of
directors may determine.
Section 13. Presumption of Assent. A director of the savings bank who
is present at a meeting of the board of directors at which action on any savings
bank matter is taken shall be presumed to have assented to the action taken
unless his or her dissent or abstention shall be entered in the minutes of the
meeting or unless he or she shall file a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the savings
bank within five days after the date a copy of the minutes of the meeting is
received. Such right to dissent shall not apply to a director who voted in favor
of such action.
Section 14. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director may be removed only for cause, as
defined in 12 C.F.R. Section 563.39, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors. If less than the
entire board is to be removed, no one of the directors may be removed if the
votes cast against the removal would be sufficient to elect a director if then
cumulatively voted at an election of the class of directors of which such
director is a part. Whenever the holders of the shares of any class are entitled
to elect one or more directors by the provisions of the charter or supplemental
sections thereto, the provisions of this section shall apply, in respect to the
removal of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class and not to the vote of the outstanding shares
as a whole.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
Section 1. Appointment. The board of directors, by resolution adopted
by a majority of the full board, may designate the chief executive officer and
two or more of the other directors to constitute an executive committee. The
designation of any committee pursuant to
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this Article IV and the delegation of authority shall not operate to relieve the
board of directors, or any director, of any responsibility imposed by law or
regulation.
Section 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all of the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the board of
directors with reference to: the declaration of dividends; the amendment of the
charter or bylaws of the savings bank, or recommending to the shareholders a
plan of merger, consolidation, or conversion; the sale, lease, or other
disposition of all or substantially all of the property and assets of the
savings bank otherwise than in the usual and regular course of its business; a
voluntary dissolution of the savings bank; a revocation of any of the foregoing;
or the approval of a transaction in which any member of the executive committee,
directly or indirectly, has any material beneficial interest.
Section 3. Tenure. Subject to the provisions of Section 8 of this
Article IV, each member of the executive committee shall hold office until the
next regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.
Section 4. Meetings. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon not less than one day's notice stating the
place, date, and hour of the meeting, which notice may be written or oral. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
Section 5. Quorum. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 6. Action Without a Meeting. Any action required or permitted
to be taken by the executive committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the executive committee.
Section 7. Vacancies. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full board of directors.
Section 8. Resignations and Removal. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the president or secretary of the savings bank.
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Unless otherwise specified, such resignation shall take effect upon its receipt;
the acceptance of such resignation shall not be necessary to make it effective.
Section 9. Procedure. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.
Section 10. Other Committees. The board of directors may by resolution
establish an audit, loan, or other committee composed of directors as it may
determine to be necessary or appropriate for the conduct of the business of the
savings bank and may prescribe the duties, constitution and procedures thereof.
ARTICLE V
OFFICERS
Section 1. Positions. The officers of the savings bank shall be a
president, one or more vice presidents, a secretary, and a treasurer or
comptroller, each of whom shall be elected by the board of directors. The board
of directors may also designate the chairman of the board as an officer. The
president shall be the chief executive officer, unless the board of directors
designates the chairman of the board as chief executive officer. The president
shall be a director of the savings bank. The offices of the secretary and
treasurer or comptroller may be held by the same person and a vice president may
also be either the secretary or the treasurer or comptroller. The board of
directors may designate one or more vice presidents as executive vice president
or senior vice president. The board of directors may also elect or authorize the
appointment of such other officers as the business of the savings bank may
require. The officers shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine. In the absence
of action by the board of directors, the officers shall have such powers and
duties as generally pertain to their respective offices.
Section 2. Election and Term of Office. The officers of the savings
bank shall be elected annually at the first meeting of the board of directors
held after each annual meeting of the shareholders. If the election of officers
is not held at such meeting, such election shall be held as soon thereafter as
possible. Each officer shall hold office until a successor has been duly elected
and qualified or until the officer's death, resignation, or removal in the
manner hereinafter provided. Election or appointment of an officer, employee, or
agent shall not of itself create contractual rights. The board of directors may
authorize the savings bank to enter into an employment contract with any officer
in accordance with regulations of the Office, but no such contract shall impair
the right of the board of directors to remove any officer at any time in
accordance with Section 3 of this Article V.
Section 3. Removal. Any officer may be removed by the board of
directors whenever in its judgment the best interests of the savings bank will
be served thereby, but such removal, other than for cause, shall be without
prejudice to the contractual rights, if any, of the person so removed.
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Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise may be filled by the board
of directors for the unexpired portion of the term.
Section 5. Remuneration. The remuneration of the officers shall be
fixed from time to time by the board of directors.
ARTICLE VI
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. To the extent permitted by regulations of the
Office, and except as otherwise prescribed by these bylaws with respect to
certificates for shares, the board of directors may authorize any officer,
employee, or agent of the savings bank to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the savings bank.
Such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the savings
bank and no evidence of indebtedness shall be issued in its name unless
authorized by the board of directors. Such authority may be general or confined
to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the savings bank shall be signed by one or more officers, employees or
agents of the savings bank in such manner as shall from time to time be
determined by the board of directors.
Section 4. Deposits. All funds of the savings bank not otherwise
employed shall be deposited from time to time to the credit of the savings bank
in any duly authorized depositories as the board of directors may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the savings bank shall be in such form as shall be determined
by the board of directors and approved by the Office. Such certificates shall be
signed by the chief executive officer or by any other officer of the savings
bank authorized by the board of directors, attested by the secretary or an
assistant secretary, and sealed with the corporate seal or a facsimile thereof.
The signatures of such officers upon a certificate may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a registrar
other than the savings bank itself or one of its employees. Each certificate for
shares of capital stock shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares are issued, with the
number of shares and date of issue, shall be entered on the stock transfer books
of the savings bank. All certificates surrendered to the savings bank for
transfer shall be cancelled and
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no new certificate shall be issued until the former certificate for a like
number of shares has been surrendered and cancelled, except that in the case of
a lost or destroyed certificate, a new certificate may be issued upon such terms
and indemnity to the savings bank as the board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of capital stock of
the savings bank shall be made only on its stock transfer books. Authority for
such transfer shall be given only by the holder of record or by his or her legal
representative, who shall furnish proper evidence of such authority, or by his
or her attorney authorized by a duly executed power of attorney and filed with
the savings bank. Such transfer shall be made only on surrender for cancellation
of the certificate for such shares. The person in whose name shares of capital
stock stand on the books of the savings bank shall be deemed by the savings bank
to be the owner for all purposes.
ARTICLE VIII
FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the savings bank shall end on the last day of
June of each year. The savings bank shall be subject to an annual audit as
of the end of its fiscal year by independent public accountants appointed by and
responsible to the board of directors. The appointment of such accountants shall
be subject to annual ratification by the shareholders.
ARTICLE IX
DIVIDENDS
Subject to the terms of the savings bank's charter and the regulations
and orders of the Office, the board of directors may, from time to time,
declare, and the savings bank may pay, dividends on its outstanding shares of
capital stock.
ARTICLE X
CORPORATE SEAL
The board of directors shall provide a savings bank seal which shall be
two concentric circles between which shall be the name of the savings bank. The
year of incorporation or an emblem may appear in the center.
ARTICLE XI
AMENDMENTS
These bylaws may be amended in a manner consistent with regulations of
the Office at any time by a majority of the full board of directors or by a
majority of the votes cast by the shareholders of the savings bank at any legal
meeting.
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EXHIBIT 8.2
[CROWE CHIZEK LETTERHEAD]
February 5, 1997
Board of Directors
Peoples Federal Savings & Loan Association
101 East Court Street
Sidney, Ohio 45365
RE: Ohio business franchise tax and Ohio personal income tax opinion relating
to the proposed Conversion of Peoples Federal Savings and Loan Association,
a federally-chartered mutual savings and loan association, to a
federally-chartered capital stock savings bank and the concurrent
acquisition of 100% of the newly-issued stock of such corporation by the
newly- formed holding company.
Gentlemen:
Pursuant to your request, our opinion concerning certain Ohio business franchise
tax and Ohio personal income tax consequences of the proposed Conversion of
Peoples Federal Savings and Loan Association, a federally-chartered mutual
savings and loan association ("Mutual") to a federally-chartered stock savings
bank ("Stock Institution") and the concurrent acquisition of 100% of the
newly-issued stock of such corporation by the newly-formed Delaware corporation
operating exclusively within the State of Ohio ("Holding Company"), is set forth
below.
Statement of Facts
The facts and circumstances surrounding the proposed reorganization are quite
detailed and are described at length in the Plan of Conversion dated November 8,
1996. A summary of the proposed Conversion and the related assumptions regarding
such Conversion are documented in the federal tax opinion letter dated January
23, 1997, as provided by Silver, Freedman & Taff, L.L.P.
Our opinion is based solely upon our understanding that, pursuant to the Plan of
Conversion, Mutual will, through a series of transactions, convert from a
federally-chartered mutual savings and loan association to a federally-chartered
capital stock savings bank and issue 100% of its newly-issued stock to Holding
Company.
In addition, we have assumed, based solely on the opinion of Silver, Freedman &
Taff, L.L.P., as presented in their letter dated January 23, 1997, for purposes
of this opinion, that the following federal tax consequences will occur:
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Board of Directors
February 5, 1997
Page 2
1) The Conversion of Mutual to Stock Institution will constitute a tax-free
reorganization.
2) No gain or loss will be recognized by Mutual, Stock Institution or Holding
Company as a result of the Conversion.
3) Taxable gain will be recognized by the depositors of Mutual only to the
extent of the value, if any, of the liquidation accounts and/or
subscription rights received.
4) Other recipients of subscription rights may recognize taxable gain if it is
determined that these subscription rights have any value.
Opinion
Based upon our analysis of applicable Ohio tax law and administrative rulings,
we have made the following determinations:
A) The income tax liability of a corporation, other than a bank or thrift,
conducting business and owning property within Ohio, is calculated by
reference to the separate federal taxable income of that corporation, with
certain modifications (Section 5733.04(I) of the Ohio Revised Code).
B) Banks and thrifts are not subject to the Ohio income tax (Section
5733.06(D) of the Ohio Revised Code).
C) The net worth tax liability of any corporation, including banks and
thrifts, conducting business and owning property within Ohio, is determined
by reference to the balance sheet of the corporation as of the end of its
fiscal year or, under certain circumstances, as of December 31 of the first
year such corporation is required to file an Ohio franchise tax return
(Sections 5733.05(A) and 5733.06(D) of the Ohio Revised Code and Tax
Commissioner's Rule 5703-5-03)
D) The income tax liability of an individual subject to the Ohio income tax on
personal income is calculated by reference to the federal Adjusted Gross
Income of that individual, with certain modifications (Section 5747.02 of
the Ohio Revised Code).
Based upon the above facts and the opinions provided in the federal tax opinion
letter dated January 23, 1997, as provided by Silver, Freedman & Taff, L.L.P.,
we are of the opinion that, if the Conversion is effected in accordance with the
Plan of Conversion, for Ohio tax purposes:
1) No gain or loss will be recognized by Mutual upon its Conversion from a
federally-chartered mutual savings and loan association to a
federally-chartered capital stock savings bank because such transfer will
have no effect on the federal taxable income of Mutual and because Mutual
is exempt from the Ohio income tax.
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Board of Directors
February 5, 1997
Page 3
2) No gain or loss will be recognized by Holding Company upon the acquisition
of the stock of Stock Institution because such acquisition will have no
effect on the federal taxable income of Holding Company.
3) Taxable gain will be recognized by depositors and other recipients of
subscription rights only to the extent that gain is recognized in the
depositors' and other recipients' federal Adjusted Gross Income.
Our opinion is based upon legal authorities currently in effect, which
authorities are subject to modification or challenge at any time and perhaps
with retroactive effect. Further, no opinion is expressed as to the tax
treatment of the transaction under the provisions of any of the other sections
of the Ohio Revised Code which may also be applicable thereto, or as to the tax
treatments of any conditions exiting at the time of, or effects resulting from,
the transaction which are not specifically covered by the opinions set forth
above.
Respectfully submitted,
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this
___ day of __________, 1997, by and between Peoples Federal Savings and Loan
Association of Sidney (hereinafter referred to as the "Association" whether in
mutual or stock form), and Douglas Stewart (the "Employee").
WHEREAS, the Employee is currently serving as President and Chief Executive
Officer of the Association; and
WHEREAS, the Association has adopted a plan of conversion whereby the
Association will convert to capital stock form as the subsidiary of
Peoples-Sidney Financial Corporation (the "Holding Company"), subject to the
approval of the Association's members and the Office of Thrift Supervision (the
"Conversion"); and
WHEREAS, the board of directors of the Association ("Board of Directors")
recognizes that, as is the case with publicly held corporations generally, the
possibility of a change in control of the Holding Company and/or the Association
may exist and that such possibility, and the uncertainty and questions which it
may raise among management, may result in the departure or distraction of key
management personnel to the detriment of the Association, the Holding Company
and their respective stockholders; and
WHEREAS, the Board of Directors believes it is in the best interests of the
Association to enter into this Agreement with the Employee in order to assure
continuity of management of the Association and to reinforce and encourage the
continued attention and dedication of the Employee to the Employee's assigned
duties without distraction in the face of potentially disruptive circumstances
arising from the possibility of a change in control of the Holding Company or
the Association, although no such change is now contemplated; and
WHEREAS, the Board of Directors has approved and authorized the execution
of this Agreement with the Employee to take effect as stated in Section 2
hereof;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein, it is AGREED as follows:
1. Definitions.
(a) The term "Change in Control" means the occurrence of any of the
following events: (1) an event that (i) is a change in control of the
Association or the Holding Company within the meaning of the Home Owners'
Loan Act of 1933 and 12 C.F.R. Part 574 as in effect on the date hereof; or
(ii) would be required to be reported in response to Item 1 of the current
report on Form 8-K, as in effect on the date hereof, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (2)
any person (as the term is used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly of securities of the Association or
the Holding Company representing 20% or more of the Association's or the
Holding Company's outstanding securities; (3) individuals who are members
of the board of
<PAGE>
directors of the Association or the Holding Company on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board, or whose
nomination for election by the Holding Company's stockholders was approved
by the nominating committee serving under an Incumbent Board, shall be
considered a member of the Incumbent Board; or (4) a reorganization,
merger, consolidation, sale of all or substantially all of the assets of
the Association or the Holding Company or a similar transaction in which
the Association or the Holding Company is not the resulting entity. The
term "Change in Control" shall not include an acquisition of securities by
an employee benefit plan of the Association or the Holding Company or the
acquisition of securities of the Association by the Holding Company in
connection with the Conversion.
(b) The term "Commencement Date" means the date of completion of the
Conversion.
(c) The term "Date of Termination" means the earlier of (1) the date
upon which the Association gives notice to the Employee of the termination
of the Employee's employment with the Association or (2) the date upon
which the Employee ceases to serve as an employee of the Association.
(d) The term "Involuntarily Termination" means termination of the
employment of Employee without the Employee's express written consent, and
shall include a material diminution of or interference with the Employee's
duties, responsibilities and benefits as President and Chief Executive
Officer of the Association, including (without limitation) any of the
following actions unless consented to in writing by the Employee: (1) a
change in the principal workplace of the Employee to a location outside of
a 30 mile radius from the Association's headquarters office as of the date
hereof; (2) a material demotion of the Employee; (3) a material reduction
in the number or seniority of other Association personnel reporting to the
Employee or a material reduction in the frequency with which, or in the
nature of the matters with respect to which, such personnel are to report
to the Employee, other than as part of a Association-or Holding
Company-wide reduction in staff; (4) a material adverse change in the
Employee's salary, perquisites, benefits, contingent benefits or vacation,
other than as part of an overall program applied uniformly and with
equitable effect to all members of the senior management of the Association
or the Holding Company; and (5) a material permanent increase in the
required hours of work or the workload of the Employee. The term
"Involuntary Termination" does not include Termination for Cause or
termination of employment due to retirement, death, disability or
suspension or temporary or permanent prohibition from participation in the
conduct of the Association's affairs under Section 8 of the Federal Deposit
Insurance Act ("FDIA").
(e) The terms "Termination for Cause" and "Terminated for Cause" mean
termination of the employment of the Employee because of the Employee's
personal dishonesty, incompetence, willful misconduct, breach of a
fiduciary duty involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule, or regulation (other
than traffic violations or similar offenses) or final cease-and-desist
order, or material breach of any provision of this Agreement. The Employee
shall not be deemed to have been Terminated
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for Cause unless and until there shall have been delivered to the Employee
a copy of a resolution, duly adopted by the affirmative vote of not less
than a majority of the entire membership of the Board of Directors at a
meeting of the Board called and held for such purpose (after reasonable
notice to the Employee and an opportunity for the Employee, together with
the Employee's counsel, to be heard before the Board), stating that in the
good faith opinion of the Board the Employee has engaged in conduct
described in the preceding sentence and specifying the particulars thereof
in detail.
2. Term. The term of this Agreement shall be a period of three years
commencing on the Commencement Date, subject to earlier termination as provided
herein. Beginning on the first anniversary of the Commencement Date, and on each
anniversary thereafter, the term of this Agreement shall be extended for a
period of one year in addition to the then-remaining term, provided that (1) the
Association has not given notice to the Employee in writing at least 90 days
prior to such anniversary that the term of this Agreement shall not be extended
further; and (2) prior to such anniversary, the Board of Directors of the
Association explicitly reviews and approves the extension. Reference herein to
the term of this Agreement shall refer to both such initial term and such
extended terms.
3. Employment. The Employee is employed as President and Chief Executive
Officer of the Association. As such, the Employee shall render administrative
and management services as are customarily performed by persons situated in
similar executive capacities, and shall have such other powers and duties of an
officer of the Association as the Board of Directors may prescribe from time to
time.
4. Compensation.
(a) Salary. The Association agrees to pay the Employee during the term
of this Agreement an annual salary of $120,000. The amount of the
Employee's salary shall be reviewed by the Board of Directors, beginning
not later than the first anniversary of the Commencement Date. Adjustments
in salary or other compensation shall not limit or reduce any other
obligation of the Association under this Agreement. The Employee's salary
in effect from time to time during the term of this Agreement shall not
thereafter be reduced.
(b) Discretionary Bonuses. The Employee shall be entitled to
participate in an equitable manner with all other executive officers of the
Association in discretionary bonuses as authorized and declared by the
Board of Directors to its executive employees. No other compensation
provided for in this Agreement shall be deemed a substitute for the
Employee's right to participate in such bonuses when and as declared by the
Board of Directors.
(c) Expenses. The Employee shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Employee in
performing services under this Agreement in accordance with the policies
and procedures applicable to the executive officers of the Association,
provided that the Employee accounts for such expenses as required under
such policies and procedures.
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5. Benefits.
(a) Participation in Retirement and Employee Benefit Plans. The
Employee shall be entitled to participate in all plans relating to pension,
thrift, profit-sharing, group life insurance, medical and dental coverage,
education, cash bonuses, and other retirement or employee benefits or
combinations thereof, in which the Association's executive officers
participate.
(b) Fringe Benefits. The Employee shall be eligible to participate in,
and receive benefits under, any fringe benefit plans which are or may
become applicable to the Association's executive officers.
6. Vacations; Leave. The Employee shall be entitled to annual paid vacation
in accordance with the policies established by the Association's Board of
Directors for executive officers and for voluntary leave of absence, with or
without pay, from time to time at such times and upon such conditions as the
Board of Directors may determine in its discretion.
7. Termination of Employment.
(a) Involuntary Termination. The Board of Directors may terminate the
Employee's employment at any time, but, except in the case of Termination
for Cause, termination of employment shall not prejudice the Employee's
right to compensation or other benefits under this Agreement. In the event
of Involuntary Termination other than in connection with or within 12
months after a Change in Control, (1) the Association shall pay to the
Employee, during the remaining term of this Agreement following the Date of
Termination, the Employee's salary at the rate in effect immediately prior
to the Date of Termination, payable in such manner and at such times as
such salary would have been payable to the Employee under Section 4(a) if
the Employee had continued to be employed by the Association, and (2) the
Association shall provide to the Employee, during the remaining term of
this Agreement following the Date of Termination, health benefits as
maintained by the Association for the benefit of its executive officers
from time to time during the remaining term of the Agreement or
substantially the same health benefits as the Association maintained for
its executive officers immediately prior to the Date of Termination.
(b) Termination for Cause. In the event of Termination for Cause, the
Association shall pay the Employee the Employee's salary through the Date
of Termination, and the Association shall have no further obligation to the
Employee under this Agreement.
(c) Voluntary Termination. The Employee's employment may be
voluntarily terminated by the Employee at any time upon 90 days' written
notice to the Association or such shorter period as may be agreed upon
between the Employee and the Board of Directors of the Association. In the
event of such voluntary termination, the Association shall be obligated to
continue to pay to the Employee the Employee's salary and benefits only
through the Date of Termination, at the time such payments are due, and the
Association shall have no further obligation to the Employee under this
Agreement.
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(d) Change in Control. In the event of Involuntary Termination in
connection with or within 12 months after a Change in Control which occurs
at any time while the Employee is employed under this Agreement, the
Association shall, subject to Section 8 of this Agreement, (1) pay to the
Employee in a lump sum in cash within 25 business days after the Date of
Termination an amount equal to 299% of the Employee's "base amount" as
defined in Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"); and (2) provide to the Employee, during the remaining term of
this Agreement following the Date of Termination, such health benefits as
are maintained for executive officers of the Association from time to time
during the remaining term of this Agreement or substantially the same
health benefits as the Association maintained for its executive officers
immediately prior to the Date of Termination.
(e) Death; Disability. In the event of the death of the Employee while
employed under this Agreement and prior to any termination of employment,
the Employee's estate, or such person as the Employee may have previously
designated in writing, shall be entitled to receive from the Association
the salary of the Employee through the last day of the calendar month in
which the Employee died. If the Employee becomes disabled as defined in the
Association's then current disability plan, if any, or if the Employee is
otherwise unable to serve as President and Chief Executive Officer, the
Employee shall be entitled to receive group and other disability income
benefits of the type, if any, then provided by the Association for
executive officers.
(f) Temporary Suspension or Prohibition. If the Employee is suspended
and/or temporarily prohibited from participating in the conduct of the
Association's affairs by a notice served under Section 8(e)(3) or (g)(1) of
the FDIA, 12 U.S.C. Section 1818(e)(3) and (g)(1), the Association's
obligations under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings. If the charges in the
notice are dismissed, the Association may in its discretion (i) pay the
Employee all or part of the compensation withheld while its obligations
under this Agreement were suspended and (ii) reinstate in whole or in part
any of its obligations which were suspended.
(g) Permanent Suspension or Prohibition. If the Employee is removed
and/or permanently prohibited from participating in the conduct of the
Association's affairs by an order issued under Section 8(e)(4) or (g)(1) of
the FDIA, 12 U.S.C. ss. 1818(e)(4) and (g)(1), all obligations of the
Association under this Agreement shall terminate as of the effective date
of the order, but vested rights of the contracting parties shall not be
affected.
(h) Default of the Association. If the Association is in default (as
defined in Section 3(x)(1) of the FDIA), all obligations under this
Agreement shall terminate as of the date of default, but this provision
shall not affect any vested rights of the contracting parties.
(i) Termination by Regulators. All obligations under this Agreement
shall be terminated, except to the extent determined that continuation of
this Agreement is necessary for the continued operation of the Association:
(1) by the Director of the Office of Thrift Supervision (the "Director") or
his or her designee, at the time the Federal Deposit Insurance Corporation
enters into an agreement to provide assistance to or on behalf of the
Association under the authority contained in Section 13(c) of the FDIA; or
(2) by the Director or his or her
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designee, at the time the Director or his or her designee approves a
supervisory merger to resolve problems related to operation of the
Association or when the Association is determined by the Director to be in
an unsafe or unsound condition. Any rights of the parties that have already
vested, however, shall not be affected by any such action.
8. Certain Reduction of Payments by the Association.
(a) Notwithstanding any other provision of this Agreement, if the
value and amounts of benefits under this Agreement, together with any other
amounts and the value of benefits received or to be received by the
Employee in connection with a Change in Control would cause any amount to
be nondeductible by the Association or the Holding Company for federal
income tax purposes pursuant to Section 280G of the Code, then amounts and
benefits under this Agreement shall be reduced (not less than zero) to the
extent necessary so as to maximize amounts and the value of benefits to the
Employee without causing any amount to become nondeductible by the
Association or the Holding Company pursuant to or by reason of such Section
280G. The Employee shall determine the allocation of such reduction among
payments and benefits to the Employee.
(b) Any payments made to the Employee pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with 12
U.S.C. 1828(k) and any regulations promulgated thereunder.
9. No Mitigation. The Employee shall not be required to mitigate the amount
of any salary or other payment or benefit provided for in this Agreement by
seeking other employment or otherwise, nor shall the amount of any payment or
benefit provided for in this Agreement be reduced by any compensation earned by
the Employee as the result of employment by another employer, by retirement
benefits after the Date of Termination or otherwise.
10. Attorneys Fees. In the event the Association exercises its right of
Termination for Cause, but it is determined by a court of competent jurisdiction
or by an arbitrator pursuant to Section 17 that cause did not exist for such
termination, or if in any event it is determined by any such court or arbitrator
that the Association has failed to make timely payment of any amounts owed to
the Employee under this Agreement, the Employee shall be entitled to
reimbursement for all reasonable costs, including attorneys' fees, incurred in
challenging such termination or collecting such amounts. Such reimbursement
shall be in addition to all rights to which the Employee is otherwise entitled
under this Agreement.
11. No Assignments.
(a) This Agreement is personal to each of the parties hereto, and
neither party may assign or delegate any of its rights or obligations
hereunder without first obtaining the written consent of the other party;
provided, however, that the Association shall require any successor or
assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Association, by an assumption agreement in form and substance satisfactory
to the Employee, to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Association would be
required to perform it if no such succession or assignment had taken place.
Failure of the
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Association to obtain such an assumption agreement prior to the
effectiveness of any such succession or assignment shall be a breach of
this Agreement and shall entitle the Employee to compensation from the
Association in the same amount and on the same terms as the compensation
pursuant to Section 7(d) hereof. For purposes of implementing the
provisions of this Section 11(a), the date on which any such succession
becomes effective shall be deemed the Date of Termination.
(b) This Agreement and all rights of the Employee hereunder shall
inure to the benefit of and be enforceable by the Employee's personal and
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Employee should die while any
amounts would still be payable to the Employee hereunder if the Employee
had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to the
Employee's devisee, legatee or other designee or if there is no such
designee, to the Employee's estate.
12. Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, to the Association at its home
office, to the attention of the Board of Directors with a copy to the Secretary
of the Association, or, if to the Employee, to such home or other address as the
Employee has most recently provided in writing to the Association.
13. Amendments. No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.
14. Headings. The headings used in this Agreement are included solely for
convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
15. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
16. Governing Law. This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Ohio.
17. Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction.
7
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.
Attest: PEOPLES FEDERAL SAVINGS AND LOAN
ASSOCIATION OF SIDNEY
_____________________________ ___________________________________
Secretary By:
Its:
EMPLOYEE
___________________________________
Douglas Stewart
8
EMPLOYMENT AGREEMENTS
The Association is proposing to enter into employment agreements with
the following named executive officers. The proposed agreements are
substantially similar.
Name Title
- ----------------- --------------------------------------------------------
David R. Fogt Vice President of Operations and Financial Services
Gary N. Fullenkamp Vice President of Mortgage Loans and Corporate Secretary
Debra A. Geuy Treasurer
<PAGE>
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this
___ day of __________, 1997, by and between Peoples Federal Savings and Loan
Association of Sidney (hereinafter referred to as the "Association" whether in
mutual or stock form), and _______________________ ("Employee").
WHEREAS, the Employee is currently serving as _________________________ of
the Association; and
WHEREAS, the Association has adopted a plan of conversion whereby the
Association will convert to capital stock form as the subsidiary of
Peoples-Sidney Financial Corporation (the "Holding Company"), subject to the
approval of the Association's members and the Office of Thrift Supervision (the
"Conversion"); and
WHEREAS, the board of directors of the Association ("Board of Directors")
recognizes that, as is the case with publicly held corporations generally, the
possibility of a change in control of the Holding Company and/or the Association
may exist and that such possibility, and the uncertainty and questions which it
may raise among management, may result in the departure or distraction of key
management personnel to the detriment of the Association, the Holding Company
and their respective stockholders; and
WHEREAS, the Board of Directors believes it is in the best interests of the
Association to enter into this Agreement with the Employee in order to assure
continuity of management of the Association and to reinforce and encourage the
continued attention and dedication of the Employee to the Employee's assigned
duties without distraction in the face of potentially disruptive circumstances
arising from the possibility of a change in control of the Holding Company or
the Association, although no such change is now contemplated; and
WHEREAS, the Board of Directors has approved and authorized the execution
of this Agreement with the Employee to take effect as stated in Section 2
hereof;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein, it is AGREED as follows:
1. Definitions.
(a) The term "Change in Control" means the occurrence of any of the
following events: (1) an event of a nature that (i) is a change in control
of the Association or the Holding Company within the meaning of the Home
Owners' Loan Act of 1933 and 12 C.F.R. Part 574 as in effect on the date
hereof; or (ii) would be required to be reported in response to Item 1 of
the current report on Form 8-K, as in effect on the date hereof, pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"); (2) any person (as the term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly of securities
of the Association or the Holding Company representing 20% or more of the
Association's or the Holding Company's outstanding securities; (3)
individuals who are members of the board of
<PAGE>
directors of the Association or the Holding Company on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board, or whose
nomination for election by the Holding Company's stockholders was approved
by the nominating committee serving under an Incumbent Board, shall be
considered a member of the Incumbent Board; or (4) a reorganization,
merger, consolidation, sale of all or substantially all of the assets of
the Association or the Holding Company or a similar transaction in which
the Association or the Holding Company is not the resulting entity. The
term "Change in Control" shall not include an acquisition of securities by
an employee benefit plan of the Association or the Holding Company or the
acquisition of securities of the Association by the Holding Company in
connection with the Conversion.
(b) The term "Commencement Date" means the date of completion of the
Conversion.
(c) The term "Date of Termination" means the earlier of (1) the date
upon which the Association gives notice to the Employee of the termination
of the Employee's employment with the Association or (2) the date upon
which the Employee ceases to serve as an employee of the Association.
(d) The term "Involuntarily Termination" means termination of the
employment of Employee without the Employee's express written consent, and
shall include a material diminution of or interference with the Employee's
duties, responsibilities and benefits as _________________________________
of the Association, including (without limitation) any of the following
actions unless consented to in writing by the Employee: (1) a change in the
principal workplace of the Employee to a location outside of a 30 mile
radius from the Association's headquarters office as of the date hereof;
(2) a material demotion of the Employee; (3) a material reduction in the
number or seniority of other Association personnel reporting to the
Employee or a material reduction in the frequency with which, or in the
nature of the matters with respect to which, such personnel are to report
to the Employee, other than as part of a Association- or Holding
Company-wide reduction in staff; (4) a material adverse change in the
Employee's salary, perquisites, benefits, contingent benefits or vacation,
other than as part of an overall program applied uniformly and with
equitable effect to all members of the senior management of the Association
or the Holding Company; and (5) a material permanent increase in the
required hours of work or the workload of the Employee. The term
"Involuntary Termination" does not include Termination for Cause or
termination of employment due to retirement, death, disability or
suspension or temporary or permanent prohibition from participation in the
conduct of the Association's affairs under Section 8 of the Federal Deposit
Insurance Act ("FDIA").
(e) The terms "Termination for Cause" and "Terminated for Cause" mean
termination of the employment of the Employee because of the Employee's
personal dishonesty, incompetence, willful misconduct, breach of a
fiduciary duty involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule, or regulation (other
than traffic violations or similar offenses) or final cease-and-desist
order, or material breach of any provision of this Agreement. The Employee
shall not be deemed to have been Terminated
2
<PAGE>
for Cause unless and until there shall have been delivered to the Employee
a copy of a resolution, duly adopted by the affirmative vote of not less
than a majority of the entire membership of the Board of Directors at a
meeting of the Board called and held for such purpose (after reasonable
notice to the Employee and an opportunity for the Employee, together with
the Employee's counsel, to be heard before the Board), stating that in the
good faith opinion of the Board the Employee has engaged in conduct
described in the preceding sentence and specifying the particulars thereof
in detail.
2. Term. The term of this Agreement shall be a period of one year
commencing on the Commencement Date, subject to earlier termination as provided
herein. Beginning on the first anniversary of the Commencement Date, and on each
anniversary thereafter, the term of this Agreement shall be extended for a
period of one year in addition to the then-remaining term, provided that (1) the
Association has not given notice to the Employee in writing at least 90 days
prior to such anniversary that the term of this Agreement shall not be extended
further; and (2) prior to such anniversary, the Board of Directors of the
Association explicitly reviews and approves the extension. Reference herein to
the term of this Agreement shall refer to both such initial term and such
extended terms.
3. Employment. The Employee is employed as ___________________________ of
the Association. As such, the Employee shall render administrative and
management services as are customarily performed by persons situated in similar
executive capacities, and shall have such other powers and duties of an officer
of the Association as the Board of Directors may prescribe from time to time.
4. Compensation.
(a) Salary. The Association agrees to pay the Employee during the term
of this Agreement an annual salary of $50,000. The amount of the Employee's
salary shall be reviewed by the Board of Directors, beginning not later
than the first anniversary of the Commencement Date. Adjustments in salary
or other compensation shall not limit or reduce any other obligation of the
Association under this Agreement. The Employee's salary in effect from time
to time during the term of this Agreement shall not thereafter be reduced.
(b) Discretionary Bonuses. The Employee shall be entitled to
participate in an equitable manner with all other executive officers of the
Association in discretionary bonuses as authorized and declared by the
Board of Directors to its executive employees. No other compensation
provided for in this Agreement shall be deemed a substitute for the
Employee's right to participate in such bonuses when and as declared by the
Board of Directors.
(c) Expenses. The Employee shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Employee in
performing services under this Agreement in accordance with the policies
and procedures applicable to the executive officers of the Association,
provided that the Employee accounts for such expenses as required under
such policies and procedures.
3
<PAGE>
5. Benefits.
(a) Participation in Retirement and Employee Benefit Plans. The
Employee shall be entitled to participate in all plans relating to pension,
thrift, profit-sharing, group life insurance, medical and dental coverage,
education, cash bonuses, and other retirement or employee benefits or
combinations thereof, in which the Association's executive officers
participate.
(b) Fringe Benefits. The Employee shall be eligible to participate in,
and receive benefits under, any fringe benefit plans which are or may
become applicable to the Association's executive officers.
6. Vacations; Leave. The Employee shall be entitled to annual paid vacation
in accordance with the policies established by the Association's Board of
Directors for executive officers and for voluntary leave of absence, with or
without pay, from time to time at such times and upon such conditions as the
Board of Directors may determine in its discretion.
7. Termination of Employment.
(a) Involuntary Termination. The Board of Directors may terminate the
Employee's employment at any time, but, except in the case of Termination
for Cause, termination of employment shall not prejudice the Employee's
right to compensation or other benefits under this Agreement. In the event
of Involuntary Termination other than in connection with or within 12
months after a Change in Control, (1) the Association shall pay to the
Employee, during the remaining term of this Agreement following the Date of
Termination, the Employee's salary at the rate in effect immediately prior
to the Date of Termination, payable in such manner and at such times as
such salary would have been payable to the Employee under Section 4(a) if
the Employee had continued to be employed by the Association, and (2) the
Association shall provide to the Employee, during the remaining term of
this Agreement following the Date of Termination, health benefits as
maintained by the Association for the benefit of its executive officers
from time to time during the remaining term of the Agreement or
substantially the same health benefits as the Association maintained for
its executive officers immediately prior to the Date of Termination.
(b) Termination for Cause. In the event of Termination for Cause, the
Association shall pay the Employee the Employee's salary through the Date
of Termination, and the Association shall have no further obligation to the
Employee under this Agreement.
(c) Voluntary Termination. The Employee's employment may be
voluntarily terminated by the Employee at any time upon 90 days' written
notice to the Association or such shorter period as may be agreed upon
between the Employee and the Board of Directors of the Association. In the
event of such voluntary termination, the Association shall be obligated to
continue to pay to the Employee the Employee's salary and benefits only
through the Date of Termination, at the time such payments are due, and the
Association shall have no further obligation to the Employee under this
Agreement.
4
<PAGE>
(d) Change in Control. In the event of Involuntary Termination in
connection with or within 12 months after a Change in Control which occurs
at any time while the Employee is employed under this Agreement, the
Association shall, subject to Section 8 of this Agreement, (1) pay to the
Employee in a lump sum in cash within 25 business days after the Date of
Termination an amount equal to 100% of the Employee's "base amount" as
defined in Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"); and (2) provide to the Employee, during the remaining term of
this Agreement following the Date of Termination, such health benefits as
are maintained for executive officers of the Association from time to time
during the remaining term of this Agreement or substantially the same
health benefits as the Association maintained for its executive officers
immediately prior to the Date of Termination.
(e) Death; Disability. In the event of the death of the Employee while
employed under this Agreement and prior to any termination of employment,
the Employee's estate, or such person as the Employee may have previously
designated in writing, shall be entitled to receive from the Association
the salary of the Employee through the last day of the calendar month in
which the Employee died. If the Employee becomes disabled as defined in the
Association's then current disability plan, if any, or if the Employee is
otherwise unable to serve as ________________________________, the Employee
shall be entitled to receive group and other disability income benefits of
the type, if any, then provided by the Association for executive officers.
(f) Temporary Suspension or Prohibition. If the Employee is suspended
and/or temporarily prohibited from participating in the conduct of the
Association's affairs by a notice served under Section 8(e)(3) or (g)(1) of
the FDIA, 12 U.S.C. Section 1818(e)(3) and (g)(1), the Association's
obligations under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings. If the charges in the
notice are dismissed, the Association may in its discretion (i) pay the
Employee all or part of the compensation withheld while its obligations
under this Agreement were suspended and (ii) reinstate in whole or in part
any of its obligations which were suspended.
(g) Permanent Suspension or Prohibition. If the Employee is removed
and/or permanently prohibited from participating in the conduct of the
Association's affairs by an order issued under Section 8(e)(4) or (g)(1) of
the FDIA, 12 U.S.C. Section 1818(e)(4) and (g)(1), all obligations of the
Association under this Agreement shall terminate as of the effective date
of the order, but vested rights of the contracting parties shall not be
affected.
(h) Default of the Association. If the Association is in default (as
defined in Section 3(x)(1) of the FDIA), all obligations under this
Agreement shall terminate as of the date of default, but this provision
shall not affect any vested rights of the contracting parties.
(i) Termination by Regulators. All obligations under this Agreement
shall be terminated, except to the extent determined that continuation of
this Agreement is necessary for the continued operation of the Association:
(1) by the Director of the Office of Thrift Supervision (the "Director") or
his or her designee, at the time the Federal Deposit Insurance Corporation
enters into an agreement to provide assistance to or on behalf of the
Association under the authority contained in Section 13(c) of the FDIA; or
(2) by the Director or his or her
5
<PAGE>
designee, at the time the Director or his or her designee approves a
supervisory merger to resolve problems related to operation of the
Association or when the Association is determined by the Director to be in
an unsafe or unsound condition. Any rights of the parties that have already
vested, however, shall not be affected by any such action.
8. Certain Reduction of Payments by the Association.
(a) Notwithstanding any other provision of this Agreement, if the
value and amounts of benefits under this Agreement, together with any other
amounts and the value of benefits received or to be received by the
Employee in connection with a Change in Control would cause any amount to
be nondeductible by the Association or the Holding Company for federal
income tax purposes pursuant to Section 280G of the Code, then amounts and
benefits under this Agreement shall be reduced (not less than zero) to the
extent necessary so as to maximize amounts and the value of benefits to the
Employee without causing any amount to become nondeductible by the
Association or the Holding Company pursuant to or by reason of such Section
280G. The Employee shall determine the allocation of such reduction among
payments and benefits to the Employee.
(b) Any payments made to the Employee pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with 12
U.S.C. 1828(k) and any regulations promulgated thereunder.
9. No Mitigation. The Employee shall not be required to mitigate the amount
of any salary or other payment or benefit provided for in this Agreement by
seeking other employment or otherwise, nor shall the amount of any payment or
benefit provided for in this Agreement be reduced by any compensation earned by
the Employee as the result of employment by another employer, by retirement
benefits after the Date of Termination or otherwise.
10. Attorneys Fees. In the event the Association exercises its right of
Termination for Cause, but it is determined by a court of competent jurisdiction
or by an arbitrator pursuant to Section 17 that cause did not exist for such
termination, or if in any event it is determined by any such court or arbitrator
that the Association has failed to make timely payment of any amounts owed to
the Employee under this Agreement, the Employee shall be entitled to
reimbursement for all reasonable costs, including attorneys' fees, incurred in
challenging such termination or collecting such amounts. Such reimbursement
shall be in addition to all rights to which the Employee is otherwise entitled
under this Agreement.
11. No Assignments.
(a) This Agreement is personal to each of the parties hereto, and
neither party may assign or delegate any of its rights or obligations
hereunder without first obtaining the written consent of the other party;
provided, however, that the Association shall require any successor or
assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Association, by an assumption agreement in form and substance satisfactory
to the Employee, to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Association would be
required to perform it if no such succession or assignment had taken place.
Failure of the Association to obtain such an assumption agreement prior to
the effectiveness of any such succession or assignment shall be a breach of
this Agreement and shall entitle the Employee to
6
<PAGE>
compensation from the Association in the same amount and on the same terms
as the compensation pursuant to Section 7(d) hereof. For purposes of
implementing the provisions of this Section 11(a), the date on which any
such succession becomes effective shall be deemed the Date of Termination.
(b) This Agreement and all rights of the Employee hereunder shall
inure to the benefit of and be enforceable by the Employee's personal and
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Employee should die while any
amounts would still be payable to the Employee hereunder if the Employee
had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to the
Employee's devisee, legatee or other designee or if there is no such
designee, to the Employee's estate.
12. Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, to the Association at its home
office, to the attention of the Board of Directors with a copy to the Secretary
of the Association, or, if to the Employee, to such home or other address as the
Employee has most recently provided in writing to the Association.
13. Amendments. No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.
14. Headings. The headings used in this Agreement are included solely for
convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
15. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
16. Governing Law. This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Ohio.
17. Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction.
7
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.
Attest: PEOPLES FEDERAL SAVINGS AND LOAN
ASSOCIATION OF SIDNEY
- --------------------- ---------------------------
Secretary By:
Its:
EMPLOYEE
----------------------------
8
EXHIBIT 10.4
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") is made and
entered into as of this _______ day of __________________, 1997, by and between
Peoples Federal savings and Loan Association of Sidney (hereinafter referred to
as the "Association" whether in mutual or stock form), and Steven Goins (the
"Employee").
WHEREAS, the Employee is currently serving as Assistant Vice President of
Financial Services of the Association; and
WHEREAS, the Association has adopted a plan of conversion whereby the
Association will convert to capital stock form as the subsidiary of
Peoples-Sidney Financial Corporation (the "Holding Company"), subject to the
approval of the Association's members and the Office of Thrift Supervision (the
"Conversion"); and
WHEREAS, the board of directors of the Association ("Board of Directors")
recognizes that, as is the case with publicly held corporations generally, the
possibility of a change in control of the Holding Company and/or the Association
may exist and that such possibility, and the uncertainty and questions which it
may raise among management, may result in the departure or distraction of key
management personnel to the detriment of the Association, the Holding Company
and their respective stockholders; and
WHEREAS, the Board of Directors believes it is in the best interests of the
Association to enter into this Agreement with the Employee in order to assure
continuity of management of the Association and to reinforce and encourage the
continued attention and dedication of the Employee to the Employee's assigned
duties without distraction in the face of potentially disruptive circumstances
arising from the possibility of a change in control of the Holding Company or
the Association, although no such change is now contemplated; and
WHEREAS, the Board of Directors has approved and authorized the execution
of this Agreement with the Employee to take effect as stated in Section 2
hereof;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein, it is AGREED as follows:
1. Definitions.
(a) The term "Change in Control" means the occurrence of any of the
following events: (1) an event of a nature that (i) is a change in control of
the Association or the Holding Company within the meaning of the Home Owners'
Loan Act of 1933 and 12 C.F.R. Part 574 as in effect on the date hereof; or (ii)
would be required to be reported in response to Item 1 of the current report on
Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"); (2) any person (as the
term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly of securities of the Association or the Holding Company representing
20% or more of the Association's or the Holding Company's outstanding
securities; (3) individuals who are members of the board of directors of the
Association or the Holding Company on the date hereof (the "Incumbent Board")
<PAGE>
cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by the Holding Company's
stockholders was approved by the nominating committee serving under an Incumbent
Board, shall be considered a member of the Incumbent Board; or (4) a
reorganization, merger, consolidation, sale of all or substantially all of the
assets of the Association or the Holding Company or a similar transaction in
which the Association or the Holding Company is not the resulting entity. The
term "Change in Control" shall not include an acquisition of securities by an
employee benefit plan of the Association or the Holding Company or the
acquisition of securities of the Association by the Holding Company in
connection with the Conversion.
(b) The term "Commencement Date" means the date of completion of the
Conversion.
(c) The term "Date of Termination" means the earlier of (1) the date upon
which the Association gives notice to the Employee of the termination of the
Employee's employment with the Association or (2) the date upon which the
Employee ceases to serve as an employee of the Association.
(d) The term "Involuntarily Termination" means termination of the
employment of Employee without the Employee's express written consent, and
shall, subject to the last sentence in this paragraph, include a material
diminution of or interference with the Employee's duties, responsibilities and
benefits as Assistant Vice President of Financial Services of the Association,
including (without limitation) any of the following actions unless consented to
in writing by the Employee: (1) a change in the principal workplace of the
Employee to a location outside of a 30 mile radius from the Association's
headquarters office as of the date hereof; (2) a material demotion of the
Employee; (3) a material reduction in the number or seniority of other
Association personnel reporting to the Employee or a material reduction in the
frequency with which, or in the nature of the matters with respect to which,
such personnel are to report to the Employee, other than as part of a
Association- or Holding Company-wide reduction in staff; (4) a material adverse
change in the Employee's salary, other than as part of an overall program
applied uniformly and with equitable effect to all members of the senior
management of the Association or the Holding Company; and (5) a material
permanent increase in the required hours of work or the workload of the
Employee. The term "Involuntary Termination" does not include Termination for
Cause or termination of employment due to retirement, death, disability or
suspension or temporary or permanent prohibition from participation in the
conduct of the Association's affairs under Section 8 of the Federal Deposit
Insurance Act ("FDIA").
(e) The terms "Termination for Cause" and "Terminated For Cause" mean
termination of the employment of the Employee because of the Employee's personal
dishonesty, incompetence, willful misconduct, breach of a fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law, rule, or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order, or material breach of any
provision of this Agreement.
2. Term. The term of this Agreement shall be a period of one year commencing on
the Commencement Date, subject to earlier termination as provided herein.
Beginning on the first
2
<PAGE>
anniversary of the Commencement Date, and on each anniversary thereafter, the
term of this Agreement shall be extended for a period of one year in addition to
the then-remaining term, provided that, prior to such anniversary, the Board of
Directors of the Association explicitly reviews and approves the extension.
Reference herein to the term of this Agreement shall refer to both such initial
term and such extended terms.
3. Severance Benefits; Regulatory Provisions.
(a) Involuntary Termination in Connection With a Change in Control. In the
event of Involuntary Termination in connection with or within 12 months after a
Change in Control which occurs during the term of this Agreement, the
Association shall, subject to Section 4 of this Agreement, (1) pay to the
Employee in a lump sum in cash within 25 business days after the Date of
Termination an amount equal to 100% of the Employee's "base amount" as defined
in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code");
and (2) provide to the Employee during the remaining term of this Agreement
following the Date of Termination, such health insurance benefits as the
Association maintained for the Employee at the Date of Termination on terms as
favorable to the Employee as applied at the Date of Termination.
(b) Temporary Suspension or Prohibition. If the Employee is suspended
and/or temporarily prohibited from participating in the conduct of the
Association's affairs by a notice served under Section 8(e)(3) or (g)(1) of the
FDIA, 12 U.S.C. ss. 1818(e)(3) and (g)(1), the Association's obligations under
this Agreement shall be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the
Association may in its discretion (i) pay the Employee all or part of the
compensation withheld while its obligations under this Agreement were suspended
and (ii) reinstate in whole or in part any of its obligations which were
suspended.
(c) Permanent Suspension or Prohibition. If the Employee is removed and/or
permanently prohibited from participating in the conduct of the Association's
affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, 12
U.S.C. ss. 1818(e)(4) and (g)(1), all obligations of the Association under this
Agreement shall terminate as of the effective date of the order, but vested
rights of the contracting parties shall not be affected.
(d) Default of the Association. If the Association is in default (as
defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement
shall terminate as of the date of default, but this provision shall not affect
any vested rights of the contracting parties.
(e) Termination by Regulators. All obligations under this Agreement shall
be terminated, except to the extent determined that continuation of this
Agreement is necessary for the continued operation of the Association: (1) by
the Director of the Office of Thrift Supervision (the "Director") or his or her
designee, at the time the Federal Deposit Insurance Corporation enters into an
agreement to provide assistance to or on behalf of the Association under the
authority contained in Section 13(c) of the FDIA; or (2) by the Director or his
or her designee, at the time the Director or his or her designee approves a
supervisory merger to resolve problems related to operation of the Association
or when the Association is determined
3
<PAGE>
by the Director to be in an unsafe or unsound condition. Any rights of the
parties that have already vested, however, shall not be affected by any such
action.
4. Certain Reduction of Payments by the Association.
(a) Notwithstanding any other provision of this Agreement, if the value and
amounts of benefits under this Agreement, together with any other amounts and
the value of benefits received or to be received by the Employee in connection
with a Change in Control would cause any amount to be nondeductible by the
Association or the Holding Company for federal income tax purposes pursuant to
Section 280G of the Code, then amounts and benefits under this Agreement shall
be reduced (not less than zero) to the extent necessary so as to maximize
amounts and the value of benefits to the Employee without causing any amount to
become nondeductible by the Association or the Holding Company pursuant to or by
reason of such Section 280G. The Employee shall determine the allocation of such
reduction among payments and benefits to the Employee.
(b) Any payments made to the Employee pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
ss. 1828(k) and any regulations promulgated thereunder.
5. No Mitigation. The Employee shall not be required to mitigate the amount of
any salary or other payment or benefit provided for in this Agreement by seeking
other employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Agreement be reduced by any compensation earned by the
Employee as the result of employment by another employer, by retirement benefits
after the date of termination or otherwise.
6. Attorneys and/or Fees. If the Employee is purportedly Terminated for Cause
and the Association denies payments and/or benefits under Section 3(a) of this
Agreement on the basis that the Employee experienced Termination for Cause
rather than Involuntary Termination, but it is determined by a court of
competent jurisdiction or by an arbitrator pursuant to Section 13 that cause as
contemplated by Section 2(e) of this Agreement did not exist for termination of
the Employee's employment, or if in any event it is determined by any such court
or arbitrator that the Association has failed to make timely payment of any
amounts or provision of any benefits owed to the Employee under this Agreement,
the Employee shall be entitled to reimbursement for all reasonable costs,
including attorneys' fees, incurred in challenging such termination of
employment or collecting such amounts or benefits. Such reimbursement shall be
in addition to all rights to which the Employee is otherwise entitled under this
Agreement.
7. No Assignments.
(a) This Agreement is personal to each of the parties hereto, and neither
party may assign or delegate any of its rights or obligations hereunder without
first obtaining the written consent of the other party; provided, however, that
the Association shall require any successor or assign (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Association, by an
assumption agreement in form and substance satisfactory to the Employee, to
expressly assume and agree to perform
4
<PAGE>
this Agreement in the same manner and to the same extent that the Association
would be required to perform it if no such succession or assignment had taken
place. Failure of the Association to obtain such an assumption agreement prior
to the effectiveness of any such succession or assignment shall be a breach of
this Agreement and shall entitle the Employee to compensation from the
Association in the same amount and on the same terms as the compensation
pursuant to Section 3(a) hereof. For purposes of implementing the provisions of
this Section 7(a), the date on which any such succession becomes effective shall
be deemed the Date of Termination.
(b) This Agreement and all rights of the Employee hereunder shall inure to
the benefit of and be enforceable by the Employee's personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Employee should die while any amounts would still
be payable to the Employee hereunder if the Employee had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Employee's devisee, legatee or other designee
or if there is no such designee, to the Employee's estate.
8. Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, to the Association at its home
office, to the attention of the Board of Directors with a copy to the Secretary
of the Association, or, if to the Employee, to such home or other address as the
Employee has most recently provided in writing to the Association.
9. Amendments. No amendments or additions to this Agreement shall be binding
unless in writing and signed by both parties, except as herein otherwise
provided.
10. Headings. The headings used in this Agreement are included solely for
convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
11. Severability. The provisions of this Agreement shall be deemed severable and
the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
12. Governing Law. This Agreement shall be governed by the laws of the United
States to the extent applicable and otherwise by the laws of the State of Ohio.
13. Arbitration. Any dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration in accordance with
the rules of the American Arbitration Association then in effect. Judgment may
be entered on the arbitrator's award in any court having jurisdiction.
5
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.
ATTEST: PEOPLES FEDERAL SAVINGS AND
LOAN ASSOCIATION OF SIDNEY
- ----------------------
Secretary By: _________________________
Its: President and Chief Executive Officer
EMPLOYEE
_________________________________
Steven Goins
6
EXHIBIT 10.5
Plan #001
STANDARDIZED
ADOPTION AGREEMENT
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
PLAN AND TRUST/CUSTODIAL ACCOUNT
Sponsored by
SECURITY NATIONAL BANK AND TRUST COMPANY
The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Em ployees as provided in this Adoption Agreement and the
accompanying Basic Prototype Plan and Trust/Custodial Account Basic Plan
Document #04.
1. EMPLOYER INFORMATION
NOTE: If multiple Employers are adopting the Plan, complete this section
based on the lead Employer. Additional Employers may adopt this Plan
by attaching executed signature pages to the back of the Employer's
Adoption Agreement.
(a) NAME AND ADDRESS:
PEOPLES FEDERAL SAVINGS & LOAN ASSOC. OF SIDNEY
101 E COURT ST
P O BOX 727
SIDNEY, OH 45365
(b) TELEPHONE NUMBER: (937)492-6129
(c) TAX ID NUMBER: 34-4327402
(d) FORM OF BUSINESS:
[ ] (i) Sole Proprietor
[ ] (ii) Partnership
[X] (iii) Corporation
[ ] (iv) "S" Corporation (formerly known as Subchapter S)
[ ] (v) Other:
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Prototype Cash or
Deferred Profit-
Sharing Plan #001
(e) NAME OF INDIVIDUAL AUTHORIZED TO ISSUE
INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:
DOUGLAS STEWART, DAVID R FOGT
(f) NAME OF PLAN: PEOPLES FEDERAL SAVINGS & LOAN ASSOCIATION OF SIDNEY,
401K RETIREMENT PLAN
(g) THREE DIGIT PLAN NUMBER
FOR ANNUAL RETURN/REPORT: 002
2. EFFEFCTIVE DATE
(a) This is a new Plan having an effective date of APRIL 1, 1997.
(b) This is an amended Plan.
The effective date of the original Plan was __________________.
The effective date of the amended Plan is ____________________.
(c) If different from above, the Effective Date for the Plan's Elective
Deferral provisions shall be JANUARY 1, 1997.
3. DEFINITIONS
(a) "Collective or Commingled Funds" (Applicable to Institutional Trustees
only.) Investment in collective or commingled funds as permitted at
paragraph 13.3(b) of the Basic Plan Document #04 shall only be made to
the following specifically named fund(s):
Funds made available after the execution of this Adoption Agreement
will be listed on schedules attached to the end of this Adoption
Agreement.
(b) "Compensation" Compensation shall be determined on the basis of the:
[x] (i) Plan Year.
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Prototype Cash or
Deferred Profit-
Sharing Plan #001
[ ] (ii) Employer's Taxable Year.
[ ] (iii) Calendar Year.
Compensation shall be determined on the basis of the following
safe-harbor definition of Compensation in IRS Regulation Section
1.414(s)-1(c):
[ ] (iv) Code Section 6041 and 6051 Compensation,
[x] (v) Code Section 3401(a) Compensation, or
[ ] (vi) Code Section 415 Compensation.
Compensation [x] shall [ ] shall not include Employer contributions
made pursuant to a Salary Savings Agreement which are not includable
in the gross income of the Employee for the reasons indicated in the
definition of Compensation at 1.12 of the Basic Plan Document #04.
For purposes of the Plan, Compensation shall be limited to $ , the
maximum amount which will be considered for Plan purposes. [If an
amount is specified, it will limit the amount of contributions allowed
on behalf of higher compensated Employees. Completion of this section
is not intended to coordinate with the $200,000 of Code Section
415(d), thus the amount should be less than $200,000 as adjusted for
cost-of-living increases.]
(c) "Entry Date"
[ ] (i) The first day of the Plan Year nearest the date on which an
Employee meets the eligibility requirements.
[ ] (ii) The earlier of the first day of the Plan Year or the first
day of the seventh month of the Plan Year coinciding with
or following the date on which an Employee meets the
eligibility requirements.
[ ] (iii) The first day of the Plan Year following the date on which
the Employee meets the eligibility requirements. If this
election is made, the Service requirement at 4(a)(ii) may
not exceed 1/2 year and the age requirement at 4(b)(ii) may
not exceed 20-1/2.
[ ] (iv) The first day of the month coinciding with or following
the date on which an Employee meets the eligibility
requirements.
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Prototype Cash or
Deferred Profit-
Sharing Plan #001
[x] (v) The first day of the Plan Year, or the first day of the
fourth month, or the first day of the seventh month or the
first day of the tenth month, of the Plan Year coinciding
with or following the date on which an Employee meets the
eligibility requirements.
(d) "Hours of Service" Shall be determined on the basis of the method
selected below. Only one method may be selected. The method selected
shall be applied to all Employees covered under the Plan as follows:
[x] (i) On the basis of actual hours for which an Employee is paid
or entitled to payment.
[ ] (ii) On the basis of days worked.
An Employee shall be credited with ten (10) Hours of Service
if under paragraph 1.42 of the Basic Plan Document #04 such
Employee would be credited with at least one (1) Hour of
Service during the day.
[ ] (iii) On the basis of weeks worked.
An Employee shall be credited with forty-five (45) Hours of
Service if under paragraph 1.42 of the Basic Plan Document
#04 such Employee would be credited with at least one (1)
Hour of Service during the week.
[ ] (iv) On the basis of semi-monthly payroll periods.
An Employee shall be credited with ninety-five (95) Hours of
Service if under paragraph 1.42 of the Basic Plan Document
#04 such Employee would be credited with at least one (1)
Hour of Service during the semi-monthly payroll period.
[ ] (v) On the basis of months worked.
An Employee shall be credited with one-hundred-ninety (190)
Hours of Service if under paragraph 1.42 of the Basic Plan
Document #04 such Employee would be credited with at least
one (1) Hour of Service during the month.
(e) "Limitation Year" The 12-consecutive month period commencing on
JANUARY 1 and ending on DECEMBER 31.
If applicable, the Limitation Year will be a short Limitation Year
commencing on APRIL 1 and ending on DECEMBER 31 . Thereafter, the
Limitation Year shall end on the date last specified above.
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Prototype Cash or
Deferred Profit-
Sharing Plan #001
(f) "Net Profit"
[x] (i) Not applicable (profits will not be required for any
contributions to the Plan).
[ ] (ii) As defined in paragraph 1.49 of the Basic Plan Document #04.
[ ] (iii) Shall be defined as:
-------------------------------------------------------
(Only use if definition in paragraph 1.49 of the Basic Plan
Document #04 is to be superseded.)
(g) "Plan Year" The 12-consecutive month period commencing on JANUARY 1
and ending on DECEMBER 31.
If applicable, the Plan Year will be a short Plan Year commencing on
APRIL 1 and ending on DECEMBER 31. Thereafter, the Plan Year shall end
on the date last specified above.
(h) "Qualified Early Retirement Age" For purposes of making distributions
under the provisions of a Qualified Domestic Relations Order, the
Plan's Qualified Early Retirement Age with regard to the Participant
against whom the order is entered [x] shall [ ] shall not be the date
the order is determined to be qualified. If "shall" is elected, this
will only allow payout to the alternate payee(s).
(i) "Qualified Joint and Survivor Annuity" The safe-harbor provisions of
paragraph 8.7 of the Basic Plan Document #04 [x] are [ ] are not
applicable. If not applicable, the survivor annuity shall be % (50%,
66-2/3%, 75% or 100%) of the annuity payable during the lives of the
Participant and Spouse. If no answer is specified, 50% will be used.
(j) "Taxable Wage Base" [paragraph 1.79]
[x] (i) Not Applicable - Plan is not integrated with Social
Security.
[ ] (ii) The maximum earnings considered wages for such Plan Year
under Code Section 3121(a).
[ ] (iii) ____% (not more than 100%) of the amount considered wages
for such Plan Year under Code Section 3121(a).
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Prototype Cash or
Deferred Profit-
Sharing Plan #001
[ ] (iv) $________, provided that such amount is not in excess of the
amount determined under paragraph 3(j)(ii) above.
[ ] (v) For the 1989 Plan Year $10,000. For all subsequent Plan
Years, 20% of the maximum earnings considered wages for such
Plan Year under Code Section 3121(a). NOTE: Using less than
the maximum at (ii) may result in a change in the allocation
formula in Section 7.
(k) "Valuation Date(s)" Allocations to Participant Accounts will be done
in accordance with Article V of the Basic Plan Document #04:
(i) Daily (v) Quarterly
(ii) Weekly (vi) Semi-Annually
(iii) Monthly (vii) Annually
(iv) Bi-Monthly
Indicate Valuation Date(s) to be used by specifying option from list
above:
Type of Contribution(s) Valuation Date(s)
----------------------- -----------------
After-Tax Voluntary Contributions [Section 6]
-----
Elective Deferrals [Section 7(b)] (i)
-----
Matching Contributions [Section 7(c)] (i)
-----
Qualified Non-Elective Contributions [Section 7(d)] (i)
-----
Non-Elective Contributions [Section 7(e), (f) and (g)] (i)
-----
Minimum Top-Heavy Contributions [Section 7(i)] (i)
-----
(l) "Year of Service"
(i) For Eligibility Purposes: The 12-consecutive month period during
which an Employee is credited with 1000 (not more than 1,000)
Hours of Service.
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Prototype Cash or
Deferred Profit-
Sharing Plan #001
(ii) For Allocation Accrual Purposes: The 12-consecutive month period
during which an Employee is credited with 501 (not more than
1,000) Hours of Service. (For Plan Years beginning in 1990 and
thereafter, if a number greater than 501 is specified, it will be
deemed to be 501.)
(iii) For Vesting Purposes: The 12-consecutive month period during
which an Employee is credited with 1000 (not more than 1,000)
Hours of Service.
4. ELIGIBILITY REQUIREMENTS
(a) Service:
[ ] (i) The Plan shall have no service requirement.
[x] (ii) The Plan shall cover only Employees having completed at
least one [not more than three (3)] Years of Service. If
more than one (1) is specified, for Plan Years beginning in
1989 and later, the answer will be deemed to be one (1).
NOTE: If the eligibility period selected is less than one year, an
Employee will not be required to complete any specified
number of Hours of Service to receive credit for such
period.
(b) Age:
[ ] (i) The Plan shall have no minimum age requirement.
[x] (ii) The Plan shall cover only Employees having attained age 21
(not more than age 21).
(c) Classification:
The Plan shall cover all Employees who have met the age and service
requirements with the following exceptions:
[x] (i) No exceptions.
[ ] (ii) The Plan shall exclude Employees included in a unit of
Employees covered by a collective bargaining agreement
between the Employer and Employee Representatives, if
retirement benefits were the subject of good faith bar
gaining. For this purpose, the term "Employee
Representative" does not include any organization
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<PAGE>
Prototype Cash or
Deferred Profit-
Sharing Plan #001
more than half of whose members are Employees who are
owners, officers, or executives of the Employer.
[ ] (iii) The Plan shall exclude Employees who are nonresident aliens
and who receive no earned income from the Employer which
constitutes income from sources within the United States.
(d) Employees on Effective Date:
[ ] (i) Not Applicable. All Employees will be required to satisfy
both the age and Service requirements specified above.
[x] (ii) Employees employed on the Plan's Effective Date do not have
to satisfy the Service requirements specified above.
[ ] (iii) Employees employed on the Plan's Effective Date do not have
to satisfy the age requirements specified above.
5. RETIREMENT AGES
(a) Normal Retirement Age:
If the Employer imposes a requirement that Employees retire upon
reaching a specified age, the Normal Retirement Age selected below may
not exceed the Employer imposed mandatory retirement age.
[x] (i) Normal Retirement Age shall be 65 (not to exceed age 65).
[ ] (ii) Normal Retirement Age shall be the later of attaining age
(not to exceed age 65) or the (not to exceed the 5th)
anniversary of the first day of the first Plan Year in which
the Participant commenced participation in the Plan.
(b) Early Retirement Age:
[ ] (i) Not Applicable.
[x] (ii) The Plan shall have an Early Retirement Age of 55 (not less
than 55) and completion of 5 Years of Service.
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Prototype Cash or
Deferred Profit-
Sharing Plan #001
6. EMPLOYEE CONTRIBUTIONS
[x] (a) Participants shall be permitted to make Elective Deferrals in any
amount from 1% up to 15% of their Compensation.
If (a) is applicable, Participants shall be permitted to amend
their Salary Savings Agreements to change the contribution
percentage as provided below:
[ ] (i) On the Anniversary Date of the Plan,
[ ] (ii) On the Anniversary Date of the Plan and on the first day of
the seventh month of the Plan Year,
[ ] (iii) On the Anniversary Date of the Plan and on the first day
following any Valuation Date, or
[x] (iv) Upon 30 days notice to the Employer.
[ ] (b) Participants shall be permitted to make after tax Voluntary
Contributions.
[ ] (c) Participants shall be required to make after tax Voluntary
Contributions as follows (Thrift Savings Plan):
[ ] (i) ____% of Compensation.
[ ] (ii) A percentage determined by the Employee on his or her
enrollment form.
[x] (d) If necessary to pass the Average Deferral Percentage Test,
Participants [ ] may [x] may not have Elective Deferrals
recharacterized as Voluntary Contributions.
NOTE: The Average Deferral Percentage Test will apply to
contributions under (a) above. The Average Contribution
Percentage Test will apply to contributions under (b) and
(c) above, and may apply to (a).
7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF
NOTE: The Employer shall make contributions to the Plan in accordance
with the formula or formulas selected below. The Employer's
contribution shall be subject to the limitations contained in
Articles III and X. For this purpose, a contribution for a Plan
Year shall be limited for the Limitation Year
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<PAGE>
Prototype Cash or
Deferred Profit-
Sharing Plan #001
which ends with or within such Plan Year. Also, the integrated
allocation formulas below are for Plan Years beginning in 1989
and later. The Employer's allocation for earlier years shall be
as specified in its Plan prior to amendment for the Tax Reform
Act of 1986.
(a) Profits Requirement:
(i) Current or Accumulated Net Profits are required for:
[ ] (A) Matching Contributions.
[ ] (B) Qualified Non-Elective Contributions.
[ ] (C) discretionary contributions.
(ii) No Net Profits are required for:
[x] (A) Matching Contributions.
[x] (B) Qualified Non-Elective Contributions.
[x] (C) discretionary contributions.
NOTE: Elective Deferrals can always be contributed regardless of profits.
[ ] (b) Salary Savings Agreement:
The Employer shall contribute and allocate to each Participant's
account an amount equal to the amount withheld from the Compensation
of such Participant pursuant to his or her Salary Savings Agreement.
If applicable, the maximum percentage is specified in Section 6 above.
An Employee who has terminated his or her election under the Salary
Savings Agreement other than for hardship reasons may not make another
Elective Deferral:
[ ] (i) until the first day of the next Plan Year.
[x] (ii) until the first day of the next valuation period.
[ ] (iii) for a period of ____month(s) (not to exceed 12 months).
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<PAGE>
[x] (c) Matching Employer Contribution [See paragraphs (h) and (i)]:
[x] (i) Percentage Match: The Employer shall contribute and allocate
to each eligible Participant's account an amount equal to
50% of the amount contributed and allocated in accordance
with paragraph 7(b) above and (if checked) ___% of [ ] the
amount of Voluntary Contributions made in accordance with
paragraph 4.1 of the Basic Plan Document #04. The Employer
shall not match Participant Elective Deferrals as provided
above in excess of $____ or in excess of 3% of the
Participant's Compensation or if applicable, Voluntary
Contributions in excess of $____ or in excess of ____% of
the Participant's Compensation. In no event will the match
on both Elective Deferrals and Voluntary Contributions
exceed a combined amount of $____ or ____%.
[ ] (ii) Discretionary Match: The Employer shall contribute and
allocate to each eligible Participant's account a percentage
of the Participant's Elective Deferral contributed and
allocated in accordance with paragraph 7(b) above. The
Employer shall set such percentage prior to the end of the
Plan Year. The Employer shall not match Participant Elective
Deferrals in excess of $____ or in excess of ___% of the
Participant's Compensation.
[ ] (iii) Tiered Match: The Employer shall contribute and allocate to
each Participant's account an amount equal to ____% of the
first ____% of the Participant's Compensation, to the extent
deferred.
____% of the next ____% of the Participant's Compensation,
to the extent deferred.
____% of the next ____% of the Participant's Compensation,
to the extent deferred.
NOTE: Percentages specified in (iii) above may not increase as the
percentage of Participant's contribution increases.
[ ] (iv) Flat Dollar Match: The Employer shall contribute and
allocate to each Participant's account $____ if the
Participant defers at least 1% of Compensation.
[ ] (v) Percentage of Compensation Match: The Employer shall
contribute and allocate to each Participant's account __% of
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<PAGE>
Prototype Cash or
Deferred Profit-
Sharing Plan #001
Compensation if the Participant defers at least 1% of
Compensation.
[ ] (vi) Proportionate Compensation Match: The Employer shall
contribute and allocate to each Participant who defers at
least 1% of Compensation, an amount determined by
multiplying such Employer Matching Contribution by a
fraction the numerator of which is the Participant's
Compensation and the denominator of which is the
Compensation of all Participants eligible to receive such an
allocation. The Employer shall set such discretionary
contribution prior to the end of the Plan Year.
[ ] (vii) Qualified Match: Employer Matching Contributions will be
treated as Qualified Matching Contributions to the extent
specified below:
[ ] (A) All Matching Contributions.
[ ] (B) None.
[ ] (C) ____% of the Employer's Matching Contribution.
[ ] (D) up to ____% of each Participant's Compensation.
[ ] (E) The amount necessary to meet the [ ] Average
Deferral Percentage (ADP) test, [ ] Average
Contribution Percentage (ACP) test, [ ] Both the
ADP and ACP tests.
(viii) Matching Contribution Computation Period: The time period
upon which matching contributions will be based shall be
[x] (A) weekly
[ ] (B) bi-weekly
[ ] (C) semi-monthly
[ ] (D) monthly
[ ] (E) quarterly
[ ] (F) semi-annually
12
<PAGE>
Protype Cash or
Deferred Profit-
Sharing Plan #001
[ ] (G) annually
(ix) Eligibility for Match: Employer Matching Contributions,
whether or not Qualified, will only be made on Employee
Contributions not withdrawn prior to the end of the [X]
valuation period [ ] Plan Year.
[x] (d) Qualified Non-Elective Employer Contribution - [See paragraphs (h) and
(i)] These contributions are fully vested when contributed.
The Employer shall have the right to make an additional discretionary
contribution which shall be allocated to each eligible Employee in
proportion to his or her Compensation as a percentage of the
Compensation of all eligible Employees. This part of the Employer's
contribution and the allocation thereof shall be unrelated to any
Employee contributions made hereunder. The amount of Qualified
non-Elective Contributions taken into account for purposes of meeting
the ADP or ACP test requirements is:
[ ] (i) All such Qualified non-Elective Contributions.
[ ] (ii) The amount necessary to meet [ ] the ADP test, [ ] the ACP
test, [x] Both the ADP and ACP tests.
Qualified non-Elective Contributions will be made to:
[ ] (iii) All Employees eligible to participate.
[x] (iv) Only non-Highly Compensated Employees eligible to
participate.
[x] (e) Additional Employer Contribution Other Than Qualified Non-Elective
Contributions - Non-Integrated [See paragraphs (h) and (i)]
The Employer shall have the right to make an additional discretionary
contribution which shall be allocated to each eligible Employee in
proportion to his or her Compensation as a percentage of the
Compensation of all eligible Employees. This part of the Employer's
contribution and the allocation thereof shall be unrelated to any
Employee contributions made hereunder.
[ ] (f) Additional Employer Contribution - Integrated Allocation Formula [See
paragraphs (h) and (i)]
13
<PAGE>
Prototype Cash or
Deferred Profit-
Sharing Plan #001
The Employer shall have the right to make an additional discretionary
contribution. The Employer's contribution for the Plan Year plus any
forfeitures shall be allocated to the accounts of eligible
Participants as follows:
(i) First, to the extent contributions and forfeitures are
sufficient, all Participants will receive an allocation equal to
3% of their Compensation.
(ii) Next, any remaining Employer Contributions and forfeitures will
be allocated to Participants who have Compensation in excess of
the Taxable Wage Base (excess Compensation). Each such
Participant will receive an allocation in the ratio that his or
her excess compensation bears to the excess Compensation of all
Participants. Participants may only receive an allocation of 3%
of excess Compensation.
(iii) Next, any remaining Employer contributions and forfeitures will
be allocated to all Participants in the ratio that their
Compensation plus excess Compensation bears to the total
Compensation plus excess Compensation of all Participants.
Participants may only receive an allocation of up to 2.7% of
their Compensation plus excess Compensation, under this
allocation method. If the Taxable Wage Base defined at Section
3(j) is less than or equal to the greater of $10,000 or 20% of
the maximum, the 2.7% need not be reduced. If the amount
specified is greater than the greater of $10,000 or 20% of the
maximum Taxable Wage Base, but not more than 80%, 2.7% must be
reduced to 1.3%. If the amount specified is greater than 80% but
less than 100% of the maximum Taxable Wage Base, the 2.7% must be
reduced to 2.4%.
NOTE: If the Plan is not Top-Heavy or if the Top-Heavy minimum
contribution or benefit is provided under another Plan
[see Section 11(c)(ii)] covering the same Employees,
sub-paragraphs (i) and (ii) above may be disregarded and
5.7%, 4.3% or 5.4% may be substituted for 2.7%, 1.3% or
2.4% where it appears in (iii) above.
(iv) Next, any remaining Employer contributions and forfeitures will
be allocated to all Participants (whether or not they received an
allocation under the preceding paragraphs) in the ratio that each
Participant's Compensation bears to all Participants'
Compensation.
[ ] (g) Additional Employer Contribution-Alternative Integrated Allocation
Formula [See paragraph (h) and (i)]
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<PAGE>
Prototype Cash or
Deferred Profit-
Sharing Plan #001
The Employer shall have the right to make an additional discretionary
contribution. To the extent that such contributions are sufficient,
they shall be allocated as follows:
----% of each eligible Participant's Compensation plus ----% of
Compensation in excess of the Taxable Wage Base defined at Section
3(j) hereof. The percentage on excess compensation may not exceed the
lesser of (i) the amount first specified in this paragraph or (ii) the
greater of 5.7% or the percentage rate of tax under Code Section
3111(a) as in effect on the first day of the Plan Year attributable to
the Old Age (OA) portion of the OASDI provisions of the Social
Security Act. If the Employer specifies a Taxable Wage Base in Section
3(j) which is lower than the Taxable Wage Base for Social Security
purposes (SSTWB) in effect as of the first day of the Plan Year, the
percentage contributed with respect to excess Compensation must be
adjusted. If the Plan's Taxable Wage Base is greater than the larger
of $10,000 or 20% of the SSTWB but not more than 80% of the SSTWB, the
excess percentage is 4.3%. If the Plan's Taxable Wage Base is greater
than 80% of the SSTWB but less than 100% of the SSTWB, the excess
percentage is 5.4%.
NOTE: Only one plan maintained by the Employer may be integrated with
Social Security.
(h) Allocation of Excess Amounts (Annual Additions)
In the event that the allocation formula above results in an
Excess Amount, such excess shall be:
[ ] (i) placed in a suspense account accruing no gains or
losses for the benefit of the Participant.
[x] (ii) reallocated as additional Employer contributions to all
other Participants to the extent that they do not have
any Excess Amount.
(i) Minimum Employer Contribution Under Top-Heavy Plans:
For any Plan Year during which the Plan is Top-Heavy, the sum of
the contributions and forfeitures as allocated to eligible
Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of this
Adoption Agreement shall not be less than the amount required
under paragraph 14.2 of the Basic Plan Document #04. Top-Heavy
minimums will be allocated to:
[ ] (i) all eligible Participants.
15
<PAGE>
Prototype Cash or
Deferred Profit-
Sharing Plan #001
[x] (ii) only eligible non-Key Employees who are Participants.
(j) Return of Excess Contributions and/or Excess Aggregate
Contributions:
In the event that one or more Highly Compensated Employees is
subject to both the ADP and ACP tests and the sum of such tests
exceeds the Aggregate Limit, the limit will be satisfied by
reducing the:
[ ] (i) the ADP of the affected Highly Compensated Employees.
[ ] (ii) the ACP of the affected Highly Compensated Employees.
[x] (iii) a combination of the ADP and ACP of the affected Highly
Compensated Employees.
8. ALLOCATIONS TO TERMINATED EMPLOYEES
(a) For Plan Years beginning prior to 1990:
[ ] (i) For Plan Years beginning prior to 1990,
the Employer will not allocate Employer related
contributions to any Participant who terminates
employment during the Plan Year.
[ ] (ii) The Employer will allocate Employer
related contributions to Employees who terminate
during the Plan Year as a result of:
[ ] (1) Retirement.
[ ] (2) Disability.
[ ] (3) Death.
[ ] (4) Other termination provided that the Participant
has completed a Year of Service.
[ ] (5) Other termination.
(b) For Plan Years beginning in 1990 and thereafter, the Employer
will allocate Employer related contributions to any Participant
who is credited with more than 500 Hours of Service or is
employed on the last day of the Plan Year without regard to the
number of Hours of Service.
16
<PAGE>
Prototype Cash or
Deferred Profit-
Sharing Plan #001
The Employer will also allocate Employer related contributions to
any Participant who terminates during the Plan Year without
accruing the necessary Hours of Service if they terminate as a
result of:
[X] (i) Retirement.
[X] (ii) Disability.
[X] (iii) Death.
9. ALLOCATION OF FORFEITURES
NOTE: Subsections (a), (b) and (c) below apply to forfeitures of
amounts other than Excess Aggregate Contributions.
(a) Allocation Alternatives:
If forfeitures are allocated to Participants, such allocations
shall be done in the same manner as the Employer's contribution.
[ ] (i) Not Applicable. All contributions are always fully
vested.
[ ] (ii) Forfeitures shall be allocated to Participants in the
same manner as the Employer's contribution.
If allocation to other Participants is selected,
the allocation shall be as follows:
[1] Amount attributable to Employer discretionary
contributions and Top-Heavy minimums will be
allocated to:
[ ] all eligible Participants under the Plan.
[ ] only those Participants eligible for an
allocation of matching contributions in the
current year.
[2] Amounts attributable to Employer Matching
contributions will be allocated to:
[ ] all eligible Participants.
17
<PAGE>
Prototype Cash or
Deferred Profit-
Sharing Plan #001
[ ] only those Participants eligible for
allocations of matching contributions in the
current year.
[x] (iii) Forfeitures shall be applied to reduce the Employer's
contribution for such Plan Year.
[ ] (iv) Forfeitures shall be applied to offset administrative
expenses of the Plan. If forfeitures exceed these expenses,
(iii) above shall apply.
(b) Date for Reallocation:
NOTE: If no distribution has been made to a former Participant,
sub-section (i) below will apply to such Participant even if the
Employer elects (ii), (iii) or (iv) below as its normal
administrative policy.
[ ] (i) Forfeitures shall be reallocated at the end of the Plan Year
during which the former Participant incurs his or her fifth
consecutive one year Break In Service.
[ ] (ii) Forfeitures will be reallocated immediately (as of the next
Valuation Date).
[ ] (iii) Forfeitures shall be reallocated at the end of the Plan Year
during which the former Employee incurs his or her (1st,
2nd, 3rd, or 4th) consecutive one year Break In Service.
[x] (iv) Forfeitures will be reallocated immediately (as of the Plan
Year end).
(c) Restoration of Forfeitures:
If amounts are forfeited prior to five consecutive 1-year Breaks
in Service, the Funds for restoration of account balances will be
obtained from the following resources in the order indicated
(fill in the appropriate number):
[1] (i) Current year's forfeitures.
[2] (ii) Additional Employer contribution.
[-] (iii) Income or gain to the Plan.
18
<PAGE>
(d) Forfeitures of Excess Aggregate Contributions shall be:
[x] (i) Applied to reduce Employer contributions.
[ ] (ii) Allocated, after all other forfeitures under the Plan, to the
Matching Contribution account of each non-Highly Compensated Participant who
made Elective Deferrals or Voluntary Contributions in the ratio which each such
Participant's Compensation for the Plan Year bears to the total Compensation of
all Participants for such Plan Year. Such forfeitures cannot be allocated to the
account of any Highly Compensated Employee.
Forfeitures of Excess Aggregate Contributions will be so applied at the end
of the Plan Year in which they occur.
10. CASH OPTION
[ ] (a) The Employer may permit a Participant to elect to defer to the
Plan, an amount not to exceed % of any Employer paid cash bonus made for ------
such Participant for any year. A Participant must file an election to defer such
contribution at least fifteen (15) days prior to the end of the Plan Year. If
the Employee fails to make such an election, the entire Employer paid cash bonus
to which the Participant would be entitled shall be paid as cash and not to the
Plan. Amounts deferred under this section shall be treated for all purposes as
Elective Deferrals. Notwithstanding the above, the election to defer must be
made before the bonus is made available to the Participants.
[x] (b) Not Applicable.
11. LIMITATIONS ON ALLOCATIONS
[ ] This is the only Plan the Employer maintains or ever maintained;
therefore, this section is not applicable.
[X] The Employer does maintain or has maintained another Plan (including a
Welfare Benefit Fund or an individual medical account [as defined in Code
Section 415(l)(2)], under which amounts are treated as Annual Additions) and has
completed the proper sections below.
Complete (a), (b) and (c) only if the Employer maintains or ever maintained
another qualified plan, including a Welfare Benefit Fund or an individual
medical
<PAGE>
account [as defined in Code Section 415(l)(2)], in which any Participant in
this Plan is (or was) a participant or could possibly become a participant.
(a) If the Participant is covered under another qualified Defined
Contribution Plan maintained by the Employer, other than a Master or Prototype
Plan:
[X] (i) the provisions of Article X of the Basic Plan Document #04 will
apply, as if the other plan were a Master or Prototype Plan.
[ ] (ii) Attach provisions stating the method under which the plans will
limit total Annual Additions to the Maximum Permissible Amount, and will
properly reduce any Excess Amounts, in a manner that precludes Employer
discretion.
(b) If a Participant is or ever has been a participant in a Defined Benefit
Plan maintained by the Employer:
Attach provisions which will satisfy the 1.0 limitation of Code Section
415(e). Such language must preclude Employer discretion. The Employer must also
specify the interest and mortality assumptions used in determining Present Value
in the Defined Benefit Plan.
(c) The minimum contribution or benefit required under Code Section 416
relating to Top-Heavy Plans shall be satisfied by:
[X] (i) this Plan.
[ ] (ii) (Name of other qualified plan of the Employer).
[ ] (iii) Attach provisions stating the method under which the minimum
contribution and benefit provisions of Code Section 416 will be satisfied. If a
Defined Benefit Plan is or was maintained, an attachment must be provided
showing interest and mortality assumptions used in the Top-Heavy Ratio.
12. VESTING
Employees shall have a fully vested and nonforfeitable interest in any
Employer contribution and the investment earnings thereon made in accordance
with paragraphs (select one or more options) [ ] 7(c), [ ] 7(e), [ ] 7(f), [ ]
7(g) and [ ] 7(i) hereof. Contributions under paragraph 7(b), 7(c)(vii) and 7(d)
are always fully vested. If one or
<PAGE>
more of the foregoing options are not selected, such Employer contributions
shall be subject to the vesting table selected by the Employer.
Each Participant shall acquire a vested and nonforfeitable percentage in
his or her account balance attributable to Employer contributions and the
earnings thereon under the procedures selected below except with respect to any
Plan Year during which the Plan is Top-Heavy, in which case the Two-twenty
vesting schedule [Option (b)(iv)] shall automatically apply unless the Employer
has already elected a faster vesting schedule. If the Plan is switched to option
(b)(iv), because of its Top-Heavy status, that vesting schedule will remain in
effect even if the Plan later becomes non-Top-Heavy until the Employer executes
an amendment of this Adoption Agreement indicating otherwise.
(a) Computation Period:
The computation period for purposes of determining Years of Service and
Breaks in Service for purposes of computing a Participant's nonforfeitable right
to his or her account balance derived from Employer contributions:
[ ] (i) shall not be applicable since Participants are always fully vested,
[ ] (ii) shall commence on the date on which an Employee first performs an
Hour of Service for the Employer and each subsequent 12-con secutive month
period shall commence on the anniversary thereof, or
[x] (iii) shall commence on the first day of the Plan Year during which an
Employee first performs an Hour of Service for the Employer and each subsequent
12-consecutive month period shall commence on the anniversary thereof.
A Participant shall receive credit for a Year of Service if he or she
completes at least 1,000 Hours of Service [or if lesser, the number of hours
specified at 3(l)(iii) of this Adoption Agreement] at any time during the
12-consecutive month computation period. Consequently, a Year of Service may be
earned prior to the end of the 12-consecutive month computation period and the
Participant need not be employed at the end of the 12-consecutive month
computation period to receive credit for a Year of Service.
(b) Vesting Schedules:
NOTE: The vesting schedules below only apply to a Participant who has at
least one Hour of Service during or after the 1989 Plan Year. If applicable,
Participants who separated from Service prior to the 1989 Plan Year will
<PAGE>
remain under the vesting schedule as in effect in the Plan prior to amendment
for the Tax Reform Act of 1986.
(i) Full and immediate vesting. Years of Service 1 2 3 4 5 6 7 -- --- -- --
- -- -- -- (ii) % 100% ----- (iii) % % 100% ----- ----- (iv) % 20% 40% 60% 80%
100% ----- (v) % % 20% 40% 60% 80% 100% ----- ----- (vi) 10% 20% 30% 40% 60% 80%
100% (vii) 20 % 40 % 60 % 80 % 100% ----- ----- ----- ----- (viii) % % % % % %
100% ----- ----- ----- ----- ----- -----
NOTE: The percentages selected for schedule (viii) may not be less for any
year than the percentages shown at schedule (v).
[ ] All contributions other than those which are fully vested when
contributed will vest under schedule above.
[X] Contributions other than those which are fully vested when contributed
will vest as provided below:
Vesting
Option Selected Type Of Employer Contribution
VII 7(c) Employer Match on Salary Savings
VII 7(c) Employer Match on
Employee Voluntary
VII 7(e) Employer Discretionary
7(f) & (g) Employer
Discretionary - Integrated
<PAGE>
(c) Service disregarded for Vesting:
[x] (i) Not Applicable. All Service shall be considered.
[ ] (ii) Service prior to the Effective Date of this Plan or a predecessor
plan shall be disregarded when computing a Participant's vested and
nonforfeitable interest.
[ ] (iii) Service prior to a Participant having attained age 18 shall be
disregarded when computing a Participant's vested and nonfor feitable interest.
13. SERVICE WITH PREDECESSOR ORGANIZATION
For purposes of satisfying the Service requirements for eligibility, Hours
of Service shall include Service with the following predecessor organization(s):
(These hours will also be used for vesting purposes.)
14. ROLLOVER/TRANSFER CONTRIBUTIONS
(a) Rollover Contributions, as described at paragraph 4.3 of the Basic Plan
Document #04, [x] shall [ ] shall not be permitted. If permitted, Employees [x]
may [ ] may not make Rollover Contributions prior to meeting the eligibility
requirements for participation in the Plan.
(b) Transfer Contributions, as described at paragraph 4.4 of the Basic Plan
Document #04 [ ] shall [x] shall not be permitted. If permitted, Employees [ ]
may [x] may not Transfer Contributions prior to meeting the eligibility
requirements for participation in the Plan.
NOTE: Even if available, the Employer may refuse to accept such
contributions if its Plan meets the safe-harbor rules of paragraph 8.7 of the
Basic Plan Document #04.
15. HARDSHIP WITHDRAWALS
Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
Document #04, [X] are [ ] are not permitted.
<PAGE>
16. PARTICIPANT LOANS
Participant loans, as provided for in paragraph 13.5 of the Basic Plan
Document #04, [ ] are [X] are not permitted. If permitted, repayments of
principal and interest shall be repaid to [ ] the Participant's segregated
account or [ ] the general Fund.
17. INSURANCE POLICIES
The insurance provisions of paragraph 13.6 of the Basic Plan Document #04 [
] shall [x] shall not be applicable.
18. EMPLOYER INVESTMENT DIRECTION
The Employer investment direction provisions, as set forth in paragraph
13.7 of the Basic Plan Document #04, [ ] shall [x] shall not be applicable.
19. EMPLOYEE INVESTMENT DIRECTION
(a) The Employee investment direction provisions, as set forth in paragraph
13.8 of the Basic Plan Document #04, [X] shall [ ] shall not be applicable.
If applicable, Participants may direct their investments:
[X] (i) among funds offered by the Trustee.
[ ] (ii) among any allowable investments.
(b) Participants may direct the following kinds of contributions and the
earnings thereon (check all applicable):
[X] (i) All Contributions.
[ ] (ii) Elective Deferrals.
[ ] (iii) Employee Voluntary Contributions (after-tax).
[ ] (iv) Employee Mandatory Contributions (after-tax).
[ ] (v) Employer Qualified Matching Contributions.
[ ] (vi) Other Employer Matching Contributions.
[ ] (vii) Employer Qualified Non-Elective Contributions.
<PAGE>
[ ] (viii) Employer Discretionary Contributions.
[ ] (ix) Rollover Contributions.
[ ] (x) Transfer Contributions.
[ ] (xi) All of above which are checked, but only to the extent that the
Participant is vested in those contributions.
NOTE: To the extent Employee investment direction was previously allowed,
the Trustee shall have the right to either make the assets part of the general
Trust, or leave them as separately invested subject to the rights of paragraph
13.8.
20. EARLY PAYMENT OPTION
(a) A Participant who separates from Service prior to retirement, death or
Disability [x] may [ ] may not make application to the Employer requesting an
early payment of his or her vested account balance.
(b) A Participant who has attained age 59-1/2 and who has not separated
from Service [x] may [ ] may not obtain a distribution of his or her vested
Employer contributions. Distribution can only be made if the Participant is 100%
vested.
(c) A Participant who has attained the Plan's Normal Retirement Age and who
has not separated from Service [x] may [ ] may not receive a distribution of his
or her vested account balance.
NOTE: If the Participant has had the right to withdraw his or her account
balance in the past, this right may not be taken away. Notwithstanding the
above, to the contrary, required minimum distributions will be paid. For timing
of distributions, see item 21(a) below.
<PAGE>
21. DISTRIBUTION OPTIONS
(a) Timing of Distributions:
In cases of termination for other than death, Disability or retirement,
benefits shall be paid:
[ ] (i) As soon as administratively feasible, following the close of the
valuation period during which a distribution is requested or is otherwise
payable.
[ ] (ii) As soon as administratively feasible following the close of the
Plan Year during which a distribution is requested or is otherwise payable.
[X] (iii) As soon as administratively feasible, following the date on which
a distribution is requested or is otherwise payable.
[ ] (iv) As soon as administratively feasible, after the close of the Plan
Year during which the Participant incurs consecutive one-year Breaks in Service.
[ ] (v) Only after the Participant has achieved the Plan's Normal
Retirement Age, or Early Retirement Age, if applicable.
In cases of death, Disability or retirement, benefits shall be paid:
[ ] (vi) As soon as administratively feasible, following the close of the
valuation period during which a distribution is requested or is otherwise
payable. [ ] (vii) As soon as administratively feasible following the close of
the Plan Year during which a distribution is requested or is otherwise payable.
[X] (viii) As soon as administratively feasible, following the date on
which a distribution is requested or is otherwise payable.
(b) Optional Forms of Payment:
[x] (i) Lump Sum.
[x] (ii) Installment Payments.
<PAGE>
[ ] (iii) Life Annuity*.
[ ] (iv) Life Annuity Term Certain*. Life Annuity with payments guaranteed
for years (not to exceed 20 years, specify all applicable).
[ ] (v) Joint and [ ] 50%, [ ] 66-2/3%, [ ] 75% or [ ] 100% survivor
annuity* (specify all applicable).
[ ] (vi) Other form(s) specified:
*Not available in Plan meeting provisions of paragraph 8.7 of Basic Plan
Document #04.
(c) Recalculation of Life Expectancy:
In determining required distributions under the Plan, Participants and/or
their Spouse (Surviving Spouse) [ ] shall [x] shall not have the right to have
their life expectancy recalculated annually.
If "shall",
[ ] only the Participant shall be recalculated.
[ ] both the Participant and Spouse shall be recalculated.
[ ] who is recalculated shall be determined by the Participant.
22. SPONSOR CONTACT
Employers should direct questions concerning the language contained in and
qualification of the Prototype to:
JENNIFER COORS (Job Title) TRUST ADMINISTRATOR (Phone Number) 513-324-6950
In the event that the Sponsor amends, discontinues or abandons this
Prototype Plan, notification will be provided to the Employer's address provided
on the first page of this Agreement.
<PAGE>
Prototype Cash or
Deferred Profit-
Sharing Plan #001
23. SIGNATURES
Due to the significant tax ramifications, the Sponsor recommends that
before you execute this Adoption Agreement, you contact your attorney or tax
advisor, if any.
(a) EMPLOYER:
Name and address of Employer if different than specified in Section 1
above.
This agreement and the corresponding provisions of the Plan and
Trust/Custodial Account Basic Plan Document #04 were adopted by the Employer the
day of , 19 .
Signed for the Employer by:
Title:
Signature:
The Employer understands that its failure to properly complete the Adoption
Agreement may result in disqualification of its Plan.
Employer's Reliance: An Employer who maintains or has ever maintained or
who later adopts any Plan [including, after December 31, 1985, a Welfare Benefit
Fund, as defined in Section 419(e) of the Code, which provides post-retirement
medical benefits allocated to separate accounts for Key Employees, as defined in
Section 419A(d)(3)] or an individual medical account, as defined in Code Section
415(l)(2) in addition to this Plan may not rely on the opinion letter issued by
the National Office of the Internal Revenue Service as evidence that this Plan
is qualified under Section 401 of the Code. If the Employer who adopts or
maintains multiple Plans wishes to obtain reliance that such Plan(s) are
qualified, application for a deter mination letter should be made to the
appropriate Key District Director of Internal Revenue. The Employer understands
that its failure to properly complete the Adoption Agreement may result in
disqualification of its plan.
This Adoption Agreement may only be used in conjunction with Basic Plan
Document #04.
<PAGE>
Prototype Cash or
Deferred Profit-
Sharing Plan #001
[x] (b) TRUSTEE:
Name of Trustee:
SECURITY NATIONAL BANK AND TRUST CO.
The assets of the Fund shall be invested in accordance with paragraph 13.3
of the Basic Plan Document #04 as a Trust. As such, the Employer's Plan as
contained herein was accepted by the Trustee the day of , 19 .
Signed for the Trustee by: JENNIFER COORS
Title: TRUST ADMINISTRATOR
Signature:
[ ] (c) CUSTODIAN:
Name of Custodian:
The assets of the Fund shall be invested in accordance with paragraph 13.4
of the Basic Plan Document #04 as a Custodial Account. As such, the Employer's
Plan as contained herein was accepted by the Custodian the day of , 19 .
Signed for the Custodian by:
Title:
Signature:
(d) SPONSOR:
The Employer's Agreement and the corresponding provisions of the Plan and
Trust/Custodial Account Basic Plan Document #04 were accepted by the Sponsor the
day of , 19 .
Signed for the Sponsor by: JENNIFER COORS
Title: TRUST ADMINISTRATOR
Signature:
ACCOUNTANTS' CONSENT
We have issued our report dated July 11, 1996, accompanying the balance sheets
of Peoples Federal Savings and Loan Association as of June 30, 1996 and 1995 and
the related statements of income, retained earnings and cash flows for each of
the three years in the period ended June 30, 1996, included in the Forms AC and
S-1, as amended, to be filed with the Office of Thrift Supervision and
Securities and Exchange Commission on or about March 7, 1997. We consent to the
use of our report and our name as it appears in the Prospectus under the
captions, "The Conversion - Income Tax Consequences," "Experts" and "Legal and
Tax Matters."
/s/ CROWE, CHIZEK AND COMPANY LLP
---------------------------------
Crowe, Chizek and Company LLP
Columbus, Ohio
March 7, 1997
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FOR THE INTERIM
PERIOD ENDED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> OCT-31-1996
<CASH> 613
<INT-BEARING-DEPOSITS> 1,181
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 667
<INVESTMENTS-CARRYING> 2,099
<INVESTMENTS-MARKET> 2,091
<LOANS> 83,721
<ALLOWANCE> (326)
<TOTAL-ASSETS> 89,962
<DEPOSITS> 79,879
<SHORT-TERM> 0
<LIABILITIES-OTHER> 896
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 9,188
<TOTAL-LIABILITIES-AND-EQUITY> 89,962
<INTEREST-LOAN> 2,167
<INTEREST-INVEST> 59
<INTEREST-OTHER> 37
<INTEREST-TOTAL> 2,263
<INTEREST-DEPOSIT> 1,278
<INTEREST-EXPENSE> 1,312
<INTEREST-INCOME-NET> 951
<LOAN-LOSSES> 20
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 989
<INCOME-PRETAX> (37)
<INCOME-PRE-EXTRAORDINARY> (25)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (25)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 3.32
<LOANS-NON> 880
<LOANS-PAST> 273
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 307
<CHARGE-OFFS> (5)
<RECOVERIES> 4
<ALLOWANCE-CLOSE> 326
<ALLOWANCE-DOMESTIC> 326
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
CONVERSION VALUATION APPRAISAL REPORT
Prepared for:
Peoples-Sidney Financial Corporation
and
Peoples Federal
Savings and Loan Association
Sidney, Ohio
As Of:
January 10, 1997
Prepared By:
Keller & Company, Inc.
555 Metro Place North
Suite 524
Dublin, Ohio 43017
(614) 766-1426
KELLER & COMPANY
<PAGE>
CONVERSION VALUATION APPRAISAL REPORT
Prepared for:
Peoples-Sidney Financial Corporation
and
Peoples Federal
Savings and Loan Association
Sidney, Ohio
As Of:
January 10, 1997
Prepared By:
Michael R. Keller
President
<PAGE>
TABLE OF CONTENTS
PAGE
INTRODUCTION 1
I. Description of Peoples Federal Savings and Loan Association
General 4
Performance Overview 8
Income and Expense 10
Yields and Costs 16
Interest Rate Sensitivity 18
Lending Activities 20
Non-Performing Assets 24
Investments 27
Deposit Activities 28
Borrowings 29
Subsidiaries 29
Office Properties 29
Management 29
II. Description of Primary Market Area 30
III. Comparable Group Selection
Introduction 36
General Parameters
Merger/Acquisition 37
Mutual Holding Companies 38
Trading Exchange 38
IPO Date 39
Geographic Location 39
Asset Size 40
Balance Sheet Parameters
Introduction 41
Cash and Investments to Assets 41
Mortgage-Backed Securities to Assets 42
One- to Four-Family Loans to Assets 42
Total Net Loans to Assets 43
Total Net Loans and Mortgage-Backed Securities to Assets 43
Borrowed Funds to Assets 44
Equity to Assets 44
Performance Parameters
Introduction 45
<PAGE>
TABLE OF CONTENTS (cont.)
PAGE
III. Comparable Group Selection (cont.)
Performance Parameters (cont.)
Return on Average Assets 45
Return on Average Equity 46
Net Interest Margin 46
Operating Expenses to Assets 47
Noninterest Income to Assets 47
Asset Quality Parameters
Introduction 48
Nonperforming Assets to Asset Ratio 48
Repossessed Assets to Assets 49
Loans Loss Reserves to Assets 49
The Comparable Group 50
Summary of Comparable Group Institutions 51
IV. Analysis of Financial Performance 53
V. Market Value Adjustments
Earnings Performance 56
Market Area 60
Financial Condition 60
Dividend Payments 62
Subscription Interest 62
Liquidity of Stock 63
Management 64
Marketing of the Issue 64
VI. Valuation Methods 66
Price to Book Value Ratio Method 67
Price to Earnings Method 68
Price to Net Assets Method 69
Valuation Conclusion 70
<PAGE>
LIST OF EXHIBITS
NUMERICAL PAGE
EXHIBITS
1 Balance Sheet - October 31, 1996
and June 30, 1996 71
2 Balance Sheet - June 30, 1992 through 1995 72
3 Income Statement - Four Months Ended
October 31, 1996, and Year Ended June 30, 1996 73
4 Income Statement - June 30, 1992 through 1995 74
5 Selected Consolidated Financial Data 75
6 Income and Expense Trends 76
7 Normalized Earnings Trend 77
8 Performance Indicators 78
9 Volume/Rate Analysis 80
10 Yield and Cost Trends 81
11 Interest Rate Sensitivity of Net Portfolio Value 82
12 Loan Portfolio Composition 83
13 Loan Maturity Schedule 84
14 Loan Portfolio Originations 85
15 Delinquent Loans 86
16 Nonperforming Assets 87
17 Classified Assets 88
18 Allowance for Loan Losses 89
19 Investment Portfolio Composition 90
20 Mix of Deposits 91
21 Deposit Activity 92
22 Borrowed Funds 93
23 List of Offices 94
24 List of Key Officers and Directors 95
25 Key Demographic Data and Trends 96
26 Key Housing Data 97
27 Major Sources of Employment 98
28 Unemployment Rates 99
29 Market Share of Deposits 100
30 National Interest Rates by Quarter 101
31 Thrift Stock Prices and Pricing Ratios 102
32 Key Financial Data and Ratios 114
33 Recently Converted Thrift Institutions 126
34 Acquisitions and Pending Acquisitions 127
35 Thrift Stock Prices and Pricing Ratios -
Mutual Holding Companies 128
<PAGE>
LIST OF EXHIBITS (cont.)
NUMERICAL PAGE
EXHIBITS
36 Key Financial Data and Ratios -
Mutual Holding Companies 129
37 Balance Sheets Parameters -
Comparable Group Selection 130
38 Operating Performance and Asset Quality Parameters -
Comparable Group Selection 134
39 Balance Sheet Ratios -
Final Comparable Group 138
40 Operation Performance and Asset Quality Ratios
Final Comparable Group 139
41 Balance Sheet Totals - Final Comparable Group 140
42 Market Area Comparison - Final Comparable Group 141
43 Balance Sheet - Asset Composition
Most Recent Quarter 142
44 Balance Sheet - Liability and Equity
Most Recent Quarter 143
45 Income and Expense Comparison
Trailing Four Quarters 144
46 Income and Expense Comparison as a Percent of
Average Assets - Trailing Four Quarters 145
47 Yields, Costs & Earnings Ratios
Trailing Four Quarters 146
48 Dividends, Reserves and Supplemental Data 147
49 Market Pricings and Financial Ratios - Stock Prices
Comparable Group 148
50 Valuation Analysis and Conclusions 149
51 Pro Forma Minimum Valuation 150
52 Pro Forma Mid-Point Valuation 151
53 Pro Forma Maximum Valuation 152
54 Pro Forma Superrange Valuation 153
55 Summary of Valuation Premium or Discount 154
<PAGE>
ALPHABETICAL EXHIBITS PAGE
A Background and Qualifications 155
B RB 20 Certification 158
C Affidavit of Independence 159
<PAGE>
INTRODUCTION
Keller & Company, Inc., an independent appraisal firm for financial
institutions, has prepared this Conversion Appraisal Report ("Report") which
provides the pro forma market value of the to-be-issued common stock of
Peoples-Sidney Financial Corporation (the "Corporation"), a Delaware
corporation, formed as a holding company to own all of the to-be-issued shares
of common stock of Peoples Federal Savings and Loan Association of Sidney,
("Peoples Federal" or the "Association"). The stock is to be issued in
connection with the Association's Application for Approval of Conversion from a
federally chartered mutual savings and loan association to a federally chartered
stock savings and loan association. The Application is being filed with the
Office of Thrift Supervision ("OTS") of the Department of the Treasury and the
Securities and Exchange Commission ("SEC"). In accordance with the Association's
conversion, there will be a simultaneous issuance of all the Association's stock
to the Corporation, which will be formed by the Association. Such Application
for Conversion has been reviewed by us, including the Prospectus and related
documents, and discussed with the Association's management and the Association's
conversion counsel, Silver, Freedman & Taff, Washington, D.C.
This conversion appraisal was prepared based on the guidelines provided
by OTS entitled "Guidelines for Appraisal Reports for the Valuation of Savings
Institutions Converting from the Mutual to Stock Form of Organization", in
accordance with the OTS application requirements of Regulation ss.563b and the
OTS's Revised Guidelines for Appraisal Reports, and represents a full appraisal
report. The Report provides detailed exhibits based on the Revised Guidelines
and a discussion on each of the fourteen factors that need to be considered. Our
valuation will be updated in accordance with the Revised Guidelines and will
consider any changes in market conditions for thrift institutions.
The pro forma market value is defined as the price at which the stock
of the Corporation after conversion would change hands between a typical willing
buyer and a
1
<PAGE>
Introduction (cont.)
typical willing seller when the former is not under any compulsion to buy and
the latter is not under any compulsion to sell, and with both parties having
reasonable knowledge of relevant facts in an arms-length transaction. The
appraisal assumes the Association is a going concern and that the shares issued
by the Corporation in the conversion are sold in non-control blocks.
In preparing this conversion appraisal, we have reviewed the audited
financial statements for the five fiscal years ended June 30, 1992 through 1996,
unaudited financials for the four months ended October 31, 1996, and discussed
them with Peoples Federal's management and with Peoples Federal's independent
auditors, Crowe, Chizek and Company LLP, Columbus, Ohio. We have also discussed
and reviewed with management other financial matters. We have reviewed the
Corporation's preliminary Form S-1 and the Association's preliminary Form AC and
discussed them with management and with the Association's conversion counsel.
We have visited Peoples Federal's home office and have traveled the
surrounding area. We have studied the economic and demographic characteristics
of the Association's primary market area of Shelby County relative to Ohio and
the United States. We have also examined the competitive financial institution
environment within which Peoples Federal operates, giving consideration to the
area's key characteristics, both positive and negative.
We have given consideration to the market conditions for securities in
general and for publicly-traded thrift stocks in particular. We have examined
the performance of selected publicly-traded thrift institutions and compared the
performance of Peoples Federal to those selected institutions.
2
<PAGE>
Introduction (cont.)
Our valuation is not intended to represent and must not be interpreted
to be a recommendation of any kind as to the desirability of purchasing the
to-be-outstanding shares of common stock of the Corporation. Giving
consideration to the fact that this appraisal is based on numerous factors that
can change over time, we can provide no assurance that any person who purchases
the stock of the Corporation in this mutual-to-stock conversion will
subsequently be able to sell such shares at prices similar to the pro forma
market value of the Corporation as determined in this conversion appraisal.
3
<PAGE>
I. DESCRIPTION OF PEOPLES FEDERAL SAVINGS AND LOAN
ASSOCIATION OF SIDNEY
GENERAL
Peoples Federal Savings and Loan Association of Sidney, Sidney, Ohio,
was organized in 1886 an Ohio savings and loan association. The Association
later converted to a federal savings and loan association, changing its name to
Peoples Federal Savings and Loan Association of Sidney.
Peoples Federal conducts its business from its home office in Sidney,
Ohio, and has no branch offices. The Association's primary market area consists
of Shelby County with Sidney being the county seat and the largest community in
the county. Peoples Federal's deposits are insured up to applicable limits by
the Federal Deposit Insurance Corporation ("FDIC") in the Savings Association
Insurance Fund ("SAIF"). The Association is also subject to certain reserve
requirements of the Board of Governors of the Federal Reserve Bank (the "FRB").
Peoples Federal is a member of the Federal Home Loan Bank (the "FHLB") of
Cincinnati and is regulated by the OTS, and by the FDIC. As of October 31, 1996,
Peoples Federal had assets of $89,962,000, deposits of $79,879,000 and equity of
$9,188,000.
Peoples Federal is a community-oriented institution which has been
principally engaged in the business of serving the financial needs of the public
in Sidney City and throughout its primary market area of Shelby County. Peoples
Federal has been actively and consistently involved in the origination of
residential mortgage loans for the purchase of one- to four-family dwellings,
comprising 76.1 percent of its loan originations during the year ended October
31, 1996, and 73.4 percent of its loan originations during the fiscal year ended
June 30, 1995. At June 30, 1996, 64.9 percent of its gross loans consisted of
residential real estate loans on one- to four-family dwellings, not including
residential construction loans of 10.4 percent, for a combined total of 83.8
percent, compared to a similar 84.4 percent at June 30, 1992, with the primary
source of its funds being retail
4
<PAGE>
General (cont.)
deposits from residents in its local communities. The Association is also an
originator of multifamily loans, commercial real estate loans, land loans and
also offers consumer loans on a less active basis. Consumer loans include
automobile loans, secured and unsecured personal loans, loans on savings
accounts and home equity loans. Commercial real estate loans represented a 6.2
percent share of the Association's total loans at October 31, 1996, and land
loans represented 1.5 percent with multifamily loans representing less than 1.0
percent of gross loans.
The Association had $4.7 million or 5.2 percent of its assets in cash
and investments including FHLB stock. The Association had no mortgage-backed
securities. Deposits and retained earnings have been the primary sources of
funds for the Association's lending and investment activities with FHLB advances
also having served as an additional source of funds.
The management of Peoples Federal is aware of the emphasis being placed
on matching the maturities of assets and liabilities and monitoring the
Association's interest rate sensitivity position and market value of portfolio
equity. The Association understands the nature of interest rate risk and the
potential earnings impact during times of rapidly changing rates, either rising
or falling. Peoples Federal also recognizes the need and importance of attaining
a competitive net interest margin due to its more modest levels of fee and other
income.
The Association's gross amount of stock to be sold in the conversion
will be $12,500,000 or 1,250,000 shares at $10 per share based on the midpoint
of the appraised value, with net conversion proceeds of $11,998,000 reflecting
conversion expenses of $504,000. The actual cash proceeds to the Association of
$6.0 million will represent fifty
5
<PAGE>
General (cont.)
percent of the net conversion proceeds, including the ESOP of $1,000,000, and
will be invested primarily in mortgage loans and construction loan and initially
invested in short term investments. The Association may also use the proceeds to
expand services, expand operations or other financial service organizations,
diversification into other businesses, or for any other purposes authorized by
law. The Holding Company will use its proceeds to fund the ESOP and to invest in
short- and intermediate-term government securities.
Peoples Federal has seen moderate overall deposit growth over the past
five fiscal years with deposits increasing a moderate 16.2 percent from June 30,
1992, to June 30, 1996, or an average of 4.1 percent per year. Deposits
increased 3.3 percent for the four months ended October 31, 1996. The
Association anticipates consistent growth in the future. The Association has
focused on maintaining its residential real estate loan portfolio during the
past five years, decreasing its level of cash and investments, reducing
nonperforming assets, monitoring its earnings and increasing its capital to
assets ratio. Equity to assets increased from 8.46 percent of assets at June 30,
1992, to 10.60 percent at June 30, 1996, and then decreased to 10.21 percent at
October 31, 1996..
Peoples Federal's primary lending strategy has been to originate and
retain both adjustable-rate and fixed-rate residential mortgage loans with
emphasis on adjustable-rate mortgage loans with a higher level of residential
construction loans.
Peoples Federal's share of one- to four-family mortgage loans,
excluding construction loans has risen modestly, increasing from 77.0 percent of
gross loans at June 30, 1992, to 78.4 percent as of October 31, 1996.
Construction loans increased from 7.5 percent of gross loans at June 30, 1992 to
10.4 percent at October 31, 1996. Commercial real estate loans decreased from
9.6 percent of gross loans at June 30, 1992, to 6.2 percent at October 31, 1996.
Multifamily loans decreased from 1.4 percent in 1992 to 0.5 percent at October
31, 1996. Land loans increased their share from 1.4 percent at June 30, 1992,
6
<PAGE>
General (cont.)
to 1.5 percent at October 31, 1996. The increase in construction loans was
offset by the Association's decrease in commercial real estate loans and
multi-family loans. The Association's share of consumer loans witnessed a modest
decrease from 3.0 percent at June 30, 1992, to 2.9 percent at October 31, 1996.
Management's internal strategy has also included continued emphasis on
maintaining an adequate and appropriate allowance for loan losses relative to
loans and nonperforming assets in recognition of the more stringent requirements
within the industry to establish and maintain a higher level of general
valuation allowances and also in recognition of the Association's planned
increase in lending. At June 30, 1992, Peoples Federal had $94,000 in its loan
loss allowance or 0.16 percent of gross loans, which increased to $326,000 and
represented a higher 0.37 percent of gross loans at October 31, 1996.
Interest income from loans and investments has been the basis of
earnings with the net interest margin being the key determinant of net earnings.
With a dependence on net interest margin for earnings, current management will
focus on maintaining the Association's net interest margin without undertaking
excessive credit risk and will not pursue any significant change in its interest
rate risk position.
7
<PAGE>
PERFORMANCE OVERVIEW
Peoples Federal's financial position over the past five fiscal years of
June 30, 1992, through June 30, 1996, and for the four months ended October 31,
1996, is highlighted through the use of selected financial data in Exhibit 5.
Peoples Federal has focused on strengthening its equity position, controlling
its lower overhead ratio, increasing its savings and loan levels, and
maintaining its net interest margin. Peoples Federal has experienced a moderate
rise in assets from 1992 to 1996 and a smaller but still moderate rate of
increase in deposits with a greater than average increase in equity over the
past five fiscal years. Due to the moderate growth, the resultant impact has
been a moderate increase in the Association's equity to assets ratio from 1992
to 1996.
Peoples Federal witnessed a total increase in assets of $17.1 million
or 23.4 percent for the period of June 30, 1992, to October 31, 1996,
representing an average annual increase in assets of 5.41 percent. For the year
ended June 30, 1996, assets increased $7.9 million or 10.0 percent. Of the past
five fiscal periods, the Association experienced its largest dollar rise in
assets in fiscal year 1996 due primarily to a rise in deposits. This increase
was succeeded by a $3.9 million or 5.3 percent increase in assets in fiscal year
1994.
The Association's net loan portfolio, including mortgage loans and
non-mortgage loans, increased from $57.8 million at June 30, 1992, to $83.7
million at October 31, 1996, and represented a total increase of $25.9 million,
or 44.8 percent. The average annual increase during that period was 10.3
percent. That increase was the result of high levels of loan originations of
one- to four-family loans. For the fiscal year ended June 30, 1996, loans
increased $6.3 million or 8.8 percent.
Peoples Federal has pursued obtaining funds through deposit growth in
accordance with the demand for loans and has not made use of FHLB advances in
the past five fiscal years. The Association's competitive rates for savings in
its local market in conjunction with its focus on services have been the sources
of retail deposits. Deposits actually decreased from 1992 to 1993, followed by
an increase in fiscal year 1994 and 1995 and
8
<PAGE>
Performance Overview (cont.)
then a strong increase in 1996, with an average annual rate of increase of 4.6
percent from June 30, 1992, to October 31, 1996. The Association's strongest
fiscal year deposit growth was in 1996, when deposits increased $7.0 million or
10.0 percent.
Peoples Federal has been able to increase its equity each fiscal year
from 1992 through 1996 with a minimal decrease for the four months ended October
31, 1996, of $24,000 due to the one-time SAIF assessment of $456,000 before
taxes. At June 30, 1992, the Association had equity (GAAP basis) of $6.2 million
representing a 8.46 percent equity to assets ratio, increasing to $9.2 million
at June 30, 1996, and representing a 10.60 percent equity to assets ratio and
then remaining at $9.2 million at October 31, 1996, and representing a lower
10.21 percent equity to assets ratio. The rise in the equity to assets ratio is
the result of the Association's stronger earnings performance in 1993 through
1996. Equity increased 49.0 percent from June 30, 1992, to October 31, 1996,
representing an average annual increase of 11.32 percent.
9
<PAGE>
INCOME AND EXPENSE
Exhibit 6 presents selected operating data for Peoples Federal,
reflecting the Association's income and expense trends. This table provides
selected audited income and expense figures in dollars for the fiscal years of
1992 through 1996 and unaudited income and expense figures for the four months
October 31, 1996..
Peoples Federal has witnessed an overall increase in its dollar level
of interest income from June 30, 1992, through June 30, 1996, ranging from a
high level of $6.5 million in 1996 to a low level of $5.1 million in 1994, and
representing a five year increase of 6.7 percent, or an average increase of 1.7
percent per year. This overall trend was a combination of decreases in 1993 and
1994 followed by strong increases in 1995 and 1996. In fiscal year 1996,
interest income increased $788,000, or 13.8 percent to $6.5 million. For the
four months ended October 31, 1996, interest income was $2,263,00 or $6.8
million annualized and represented a 6.6 percent increase over the four months
ended October 31, 1995. The overall increase in interest income was due
primarily to the Association's increase in loan volume.
The Association's interest expense experienced a declining trend from
fiscal year 1992 to 1994, followed by increases in 1995 and 1996. Interest
expense decreased $1,444,000, or 35.4 percent, from 1992 to 1994, compared to a
decrease in interest income of $1,035,000, or 17.0 percent, for the same time
period. Interest expense then increased $331,000 or 12.6 percent from 1994 to
1995, compared to an increase in interest income of $654,000 or 12.9 percent.
Such increase in interest expense was more than offset by the increase in
interest income and resulted in an increase in annual net interest income to
$2,757,000 for the fiscal year ended June 30, 1995, and an increase in net
interest margin. For the year ended June 30, 1996, interest expense increased
$738,000 or 24.9 percent compared to an increase in interest income of a larger
$788,000 or 13.8 percent but resulting in a decrease in net interest income due
to strong growth.
The Association has made provisions for loan losses in each of the past
five fiscal years of 1992 through 1996 and during the four months ended October
31, 1996. The
10
<PAGE>
Income and Expense (cont.)
amounts of those provisions were determined in recognition of the Association's
level of nonperforming assets, lending activity, charge-offs and repossessed
assets. The loan loss provisions were $53,000 in 1992, $41,000 in 1993, $83,000
in 1994, $55,000 in 1995, $68,000 in 1996, and $20,000 in the four months ended
October 31, 1996. The impact of these loan loss provisions has been to provide
Peoples Federal with a general valuation allowance of $326,000 at October 31,
1996, or 0.37 percent of gross loans and 28.3 percent of nonperforming assets.
Total other income or noninterest income indicated modest levels in
fiscal years 1992 to 1996, and for the four months ended October 31, 1996 with
higher than average levels in 1992 and 1993 due to interest income from the
Internal Revenue Service ("IRS") related to the overpayment of an IRS
settlement. The highest level of noninterest income was in fiscal year 1993 at
$186,000 or 0.26 percent of assets and the lowest level at $57,000 was in 1996,
representing 0.07 percent of assets. The average noninterest income level for
the past five fiscal years was $105,800 or 0.14 percent of average assets using
actual noninterest income. For the four months ended October 31, 1996,
noninterest income was 0.07 percent of assets. Noninterest income consists
primarily of service charges and other fees.
The Association's general and administrative expenses or noninterest
expenses decreased from $1,704,000 for the fiscal year of 1992 to $1,504,000 for
the fiscal year ended June 30, 1996. The high level of noninterest expense in
1992 was due to interest expense on an IRS settlement of $383,465. Excluding
this one-time expense noninterest expense would have been a more normal
$1,320,000 in 1992. The dollar increase in noninterest expenses was $184,000
from 1992 to 1996, representing an average annual increase of $46,000 or 3.5
percent. The average annual increase in other expenses was due to the
Association's normal rise in overhead expenses. On a percent of average assets
basis, normal operating expenses decreased from 1.81 percent of average assets
for the fiscal year ended June 30, 1992, to 1.78 percent for the fiscal year
ended June 30, 1996, which was below current industry averages of approximately
2.35 percent. Noninterest
11
<PAGE>
Income and Expense (cont.)
expenses increased to 3.37 percent for the four months ended October 31, 1996,
due to the cost of the one-time SAIF assessment of $456,000, and excluding the
one-time SAIF assessment would decrease to 1.82 percent of average assets.
The net earnings position of Peoples Federal has indicated profitable
performance in each of the past five fiscal years ended June 30, 1992 through
1996. The annual net income figures for the past five fiscal years of 1992,
1993, 1994, 1995 and 1996 have been $145,000, $775,000, $586,000, $835,000 and
$852,000, representing returns on average assets of 0.20 percent, 1.07 percent,
0.79 percent, 1.07 percent, and 1.01 percent, respectively. The average return
on assets for the past five fiscal years was 0.83 percent. Net income was a
negative $25,000 for the four months ended October 31, 1996, due to the one-time
SAIF assessment and representing a (0.09) percent return on average assets.
Exhibit 7 provides the Association's normalized earnings or core
earnings for fiscal years 1994 to 1996 and for the twelve months ended October
31, 1996. The Association's normalized earnings eliminate any nonrecurring
income and expense items. There was a downward expense adjustment of $456,000 in
the twelve months ended October 31, 1996, to reflect a one-time SAIF assessment
and a downward expense adjustment in fiscal 1994 to reflect the impact of the
change in accounting adjustment.
The key performance indicators comprised of selected operating ratios,
asset quality ratios and capital ratios are shown in Exhibit 8 to reflect the
results of performance. The Association's return on assets increased from .20
percent in fiscal year 1992 to its highest level of 1.07 percent in fiscal year
1995, decreasing to 1.01 percent in fiscal year 1996, and then down to (0.09)
percent for the four months ended October 31, 1996.
The Association's average net interest rate spread strengthened from
2.50 percent in fiscal year 1992 to 3.19 percent in fiscal year 1993, then
decreased in 1994 to 3.05 percent followed by an increase in 1995 to 3.30
percent, a decrease in 1996 to 2.97 percent, and a further decrease for the four
months ended October 31, 1996, to 2.90
12
<PAGE>
Income and Expense (cont.)
percent. The Association's net interest margin indicated a similar trend,
increasing from 2.40 percent in fiscal year 1992 to 3.49 percent in fiscal year
1993 then decreasing to 2.40 percent in fiscal 1994, increasing to 3.66 percent
in 1995, decreasing to 3.41 percent for the year ended June 30, 1996 and then
decreasing to 3.32 percent for the four months ended October 31, 1996. Peoples
Federal's net interest rate spread increased 69 basis points in 1993 to 3.19
percent from 2.50 percent in 1992 and then increased 11 basis points by 1995 to
3.30 percent as the result of an increase in yield. Net interest rate spread
then decreased 33 basis points to 2.97 percent for fiscal year 1996 and
decreased another 57 basis points to 2.90 percent for the four months ended
October 31, 1996. The Association's net interest margin followed a similar
trend, increasing 61 basis points to 4.81 percent in 1993 and then increasing 17
basis points to 3.66 percent by 1995. Net interest margin decreased 25 basis
points to 3.41 percent in fiscal 1996 and continued to decrease to 3.32 percent
for the four months ended October 31, 1996.
The Association's return on average equity increased from 1992 to 1993,
but decreased in 1993 through 1996. The return on average equity increased from
2.60 percent in 1992 to 11.84 percent in fiscal year 1993, and then went down to
8.10 percent in fiscal year 1994. The return on equity then increased to 10.55
percent in fiscal year 1995, then decreased to 9.70 percent in fiscal year 1996
and decreased to (.80) percent for the four months ended October 31, 1996.
The Association's ratio of noninterest expenses to average assets
decreased significantly from 1992 to 1993 and then decreased modestly from 1.92
percent in fiscal year 1993 to 1.78 percent in fiscal year 1996. For the four
months ended October 31, 1996, the ratio increased to 3.37 percent due to the
one-time SAIF assessment and increased to a modest 1.81 percent excluding the
one-time SAIF assessment. Another key noninterest expense ratio reflecting
efficiency of operation is the ratio of noninterest
13
<PAGE>
Income and Expense (cont.)
expenses to net interest income and noninterest income referred to as the
"efficiency ratio." The industry norm is 60.0 percent. The Association had an
efficiency ratio of 52.5 percent in 1996, reflective of lower noninterest
expenses with a lower ratio reflective of higher efficiency.
Earnings performance can be affected by an institution's asset quality
position. The ratio of nonperforming assets to total assets is a key indicator
of asset quality. Peoples Federal has indicated higher nonperforming asset
ratios from 1992 to 1996. Nonperforming assets consist of loans delinquent 90
days or more, nonaccruing loans and repossessed assets. The ratio of
nonperforming assets to total assets was a high 3.09 percent at June 30, 1992,
and increased to 3.26 percent at June 30, 1993. These high ratios are the result
of high levels of delinquent one- to four-family loans. The ratio then decreased
to 2.10 percent in 1994, down to 1.80 percent in 1995, to 1.41 percent in 1996,
and to 1.28 percent at October 31, 1996. The Association's allowance for loan
losses was 4.18 percent of nonperforming loans at June 30, 1992, and was a
higher 28.27 percent at October 31, 1996. As a percentage of gross loans,
Peoples Federal's allowance for loan losses increased from 0.16 percent in 1992,
to 0.37 percent at October 31, 1996.
Exhibit 9 provides the changes in net interest income due to rate and
volume changes for the past two fiscal years of 1995 and 1996 and for the four
months ended October 31, 1996. In fiscal year 1995, net interest income
increased $322,000, due to an increase in interest income of $653,000 partially
offset by a $331,000 increase in interest expense. The increase in interest
income was due to an increase due to a change in volume of $273,000 accented by
an increase due to change in rate of $380,000. The increase in interest expense
was due to an increase due to rate of $213,000 accented by an increase due to a
change in volume of $151,000.
In fiscal year 1996, net interest income increased $51,000, due to a
$789,000 increase in interest income primarily offset by a $738,000 increase in
interest expense. The increase in interest income was due to a $501,000 increase
due to volume accented by a
14
<PAGE>
Income and Expense (cont.)
$288,000 increase due to rate. The increase in interest expense was due to a
$356,000 increase due to volume accented by a $382,000 increase due to rate.
For the four months ended October 31, 1996, net interest income
increased $9,000 due to a $140,000 increase in interest income primarily offset
by a $131,000 increase in interest expense. The increase in interest income was
due to a $190,000 increase due to volume reduced by a $50,000 decrease due to
rate. The increase in interest expense was due to a $122,000 increase due to
volume accented by a $9,000 increase due to rate.
15
<PAGE>
YIELDS AND COSTS
The overview of yield and cost trends for the fiscal years ended June
30, 1994 to 1996, the four months ended October 31, 1996, and at October 31,
1996 can be seen in Exhibit 10, which offers a summary of key yields on
interest-earning assets and costs of interest-bearing liabilities.
Peoples Federal's weighted average yield on its loan portfolio
increased 85 basis points from fiscal year 1994 to 1996, from 7.32 percent to
8.17 percent, then decreased to 8.04 percent for the four months ended October
31, 1996. The yield on investment securities increased 2 basis points from 5.43
percent in 1994 to 5.45 percent in 1996. The yield then decreased to 5.24
percent for the four months ended October 31, 1996. Other interest-bearing
deposits indicated an increase in their yield of 265 basis points from 2.92
percent in 1994 to 5.57 percent in 1996 and then increased to 5.70 percent for
the four months ended October 31, 1996. The combined weighted average yield on
all interest-earning assets increased 93 basis points to 7.91 percent from June
30, 1994 to June 30, 1996 and then decreased to 7.90 percent for the four months
ended October 31, 1996, and to 7.83 percent at October 31, 1996.
Peoples Federal's weighted average cost of interest-bearing liabilities
increased 37 basis points to 4.30 percent from fiscal year 1994 to 1995, which
was less than the Association's 62 basis point increase in yield, resulting in
the increase in the Association's interest rate spread of 25 basis points from
3.05 percent to 3.30 percent from 1994 to 1995. The Association's average cost
of interest-bearing liabilities then increased from 1995 to 1996 by 64 basis
points to 4.94 percent compared to a 31 basis point increase in yield on
interest-earning assets. The result was a decrease in the Association's interest
rate spread of 33 basis points to 2.97 percent for fiscal year 1996. For the
four months ended October 31, 1996, the Association's cost of interest-bearing
liabilities increased another 6 basis points compared to a one basis point
decrease in yield resulting in a 7 basis point decrease in interest rate spread
to 2.90 percent. The net interest rate spread was a lower 2.66 percent at
October 31, 1996. The Association's net interest margin increased from 3.35
16
<PAGE>
Yields and Costs (cont.)
percent in fiscal year 1994 to 3.66 percent in fiscal year 1995, then decreased
to 3.41 percent for the year ended June 30, 1996, and decreased further to 3.32
percent for the four months ended October 31, 1996.
17
<PAGE>
INTEREST RATE SENSITIVITY
Peoples Federal has controlled its interest rate sensitivity position
due to its strong level of originations of adjustable-rate mortgage loans. Due
to its higher share of adjustable-rate mortgage loans, the Association has
maintained a lower level of liquid assets and has no mortgage-backed securities.
Peoples Federal is aware of the thrift industry's historically higher interest
rate risk exposure in the past, which caused a negative impact on earnings and
market value of portfolio equity as a result of significant fluctuations in
interest rates, specifically rising rates. Such exposure was due to the
disparate rate of maturity and/or repricing of assets relative liabilities
commonly referred to as an institution's "gap". The larger an institution's gap,
the greater the risk (interest rate risk) of earnings loss due to a decrease in
net interest margin and a decrease in market value of equity or portfolio loss.
In response to the potential impact of interest rate volatility and negative
earnings impact, many institutions have taken steps in the 1990's to minimize
their gap position. This frequently results in a decline in the institution's
net interest margin and overall earnings performance.
The Association measures its interest rate risk through the use of its
net portfolio value ("NPV") of the expected cash flows from interest-earning
assets and interest-bearing liabilities and any off-balance sheet contracts. The
NPV for the Association is calculated on a quarterly basis by Sendero
Corporation as well as the change in the NPV for the Association under rising
and falling interest rates. Such changes in NPV under changing rates is
reflective of the Association's interest rate risk exposure.
There are other factors which have a measurable influence on interest
rate sensitivity. Such key factors to consider when analyzing interest rate
sensitivity include the loan payoff schedule, accelerated principal payments,
deposit maturities, interest rate caps on adjustable-rate mortgage loans, and
deposit withdrawals.
18
<PAGE>
Interest Rate Sensitivity (cont.)
Exhibit 11 provides the Association's NPV as of September 30, 1996, and
the change in the Association's NPV under rising and declining interest rates.
Such calculations are provided by Sendero Corporation, and the focus of this
exposure table is a 200 basis point change in interest rates either up or down.
The Association's change in its NPV at September 30, 1996, based on a
rise in interest rates of 200 basis points was a 10.30 percent decrease,
representing a dollar decrease in equity value of $907,000. In contrast, based
on a decline in interest rates of 200 basis points, the Association's NPV was
estimated to decrease 8.1 percent or $715,000 at September 30, 1996. The
Association's exposure at September 30, 1996, increases to a 33.1 percent
decrease under a 400 basis point rise in rates, and the NPV is estimated to
decrease 13.3 percent based on a 400 basis point decrease in rates.
The Association is aware of its moderately negative interest rate risk
exposure under rapidly rising rates and moderately negative exposure under
falling rates. Due to Peoples Federal's recognition of the need to control its
interest rate exposure, the Association has been active in the origination of
adjustable-rate residential mortgage loans.
19
<PAGE>
LENDING ACTIVITIES
Peoples Federal has focused its lending activity on the origination of
conventional mortgage loans secured by one- to four-family dwellings. Exhibit 12
provides a summary of Peoples Federal's loan portfolio, by loan type, at June
30, 1992 through 1996 and at October 31, 1996.
Residential loans secured by one- to four-family dwellings excluding
residential construction loans was the primary loan type representing a strong
78.4 percent of the Association's gross loans as of October 31, 1996. This share
has seen a modest increase from 77.0 percent at June 30, 1992. The second
largest real estate loan type as of October 31, 1996 was construction loans
which comprised 10.4 percent of gross loans compared to a smaller 7.5 percent as
of June 30, 1992. The construction loan category was the third largest real
estate loan type in 1992. The third key real estate loan type was commercial
real estate loans, which represented 6.2 percent of gross loans as of October
31, 1996, compared to a larger 9.6 percent at June 30, 1992. Commercial real
estate loans were the second largest loan category in 1992. Land loans were the
fourth largest real estate loan type at October 31, 1996, with 1.5 percent of
gross loans compared to a similar 1.4 percent in 1992 and making it the fifth
largest loan category in 1992 succeeding multifamily loans. Basically all of the
Association's construction loans are single-family residential loans. These four
real estate loan categories represented 96.5 percent of gross loans at October
31, 1996, compared to a smaller 95.4 percent of gross loans at June 30, 1992.
Multifamily loans represented 0.5 percent of loans at October 31, 1996 compared
to 1.4 percent at June 30, 1992.
The consumer loan category was the other loan type at October 31, 1996,
and represented 2.9 percent of gross loans compared to 3.0 percent at June 30,
1992. Consumer loans were the fourth largest overall loan type at October 31,
1996, and the fourth largest loan type in 1992. The Association originates
savings account loans,
20
<PAGE>
Lending Activities (cont.)
automobile loans, home equity loans and other secured and unsecured personal
loans. The Association also had a very small level of commercial business loans
representing 0.05 percent of gross loans at October 31, 1996, compared to 0.16
percent at June 30, 1992. The overall mix of loans has witnessed minimal change
from fiscal year-end 1992 to October 31, 1996, with the Association having
decreased its share of commercial real estate and multifamily loans to offset
its increase in one- to four-family and construction loans.
The emphasis of Peoples Federal's lending activity is the origination
of conventional mortgage loans secured by one- to four-family residences. Such
residences are located in Peoples Federal's primary market area of Shelby
County. The Association also originates interim construction loans on
single-family residences primarily to individual owners and to developers and
residential land loans. At October 31, 1996, 78.4 percent of Peoples Federal's
gross loans consisted of loans secured by one- to four-family residential
properties, excluding construction loans. Construction loans represented another
10.4 percent of gross loans, and land loans represented another 1.5 percent of
gross loans.
The Association originates adjustable-rate mortgage loans, ("ARMs")
with adjustment/maturity periods of one, three and five years. The interest
rates on ARMs are indexed to the weekly average yield on the one-, three- and
five-year Treasury Securities Constant Maturity Index. ARMs have a maximum rate
adjustment of 2.0 percent at each adjustment period and a 6.0 percent maximum
adjustment over the life of the loan with payments based on up to a 30 year loan
term. The Association's ARMs are not convertible into fixed-rate loans and do
not have prepayment penalties.
The majority of ARMs have terms of up to 30 years, and fixed rate loans
have normal terms of up to 20 years. The Association normally retains all of its
fixed rate loans. Currently, the majority of Peoples Federal's mortgage loans
are ARMs, which
21
<PAGE>
Lending Activities (cont.)
represented 73.6 percent of gross loans at October 31, 1996, with fixed-rate
mortgage loans representing 23.4 percent of gross loans. All of Peoples
Federal's consumer loans were fixed rate, representing 3.0 percent of gross
loans.
The original loan to value ratio for conventional mortgage loans to
purchase or refinance one-to four-family dwellings generally does not exceed 80
percent at Peoples Federal, even though the Association will grant loans with up
to a 90 percent loan-to-value ratio, with no private mortgage insurance is
required for loans in excess of 80 percent up to 90 percent loan-to-value ratio.
Peoples Federal has also been an originator of commercial estate loans,
and has been much less active in multifamily loans in the past. The Association
will continue to make multifamily and commercial real estate loans. The
Association had a total of $5.5 million in commercial real estate loans at
October 31, 1996, or 6.2 percent of gross loans, compared to $5.7 million or 9.6
percent of gross loans at June 30, 1992. The major portion of commercial real
estate loans are secured by office buildings, churches, nursing homes, large
farms, retail stores and other commercial properties. The Association also
originates commercial business loans on a small scale with these loans totaling
$41,000 or 0.05 percent of gross loans at October 31, 1996. Multifamily loans
have decreased from a modest $844,000 at June 30, 1992, to $456,000 at October
31, 1996, and their share of loans has decreased from 1.4 percent to 0.5 percent
over the same time period.
Peoples Federal has not been active in consumer lending in the past but
its dollar level of consumer loans has increased from $1.8 million in 1992 to
$2.6 million at October 31, 1996. Consumer loans originated consist primarily of
automobile loans, savings account loans, home equity loans and personal loans,
which represented a combined total of 2.9 percent of gross loans at October 31,
1996, down from 3.0 percent in 1992.
22
<PAGE>
Lending Activities (cont.)
Exhibit 13 provides a breakdown and summary of Peoples Federal's loans
by maturity and also shows the Association's mix of loans between adjustable and
fixed rate, indicating a predominance of adjustable-rate loans. At October 31,
1996, 73.6 percent of the Association's total loans were adjustable-rate and
26.4 percent were fixed-rate. With most loans being adjustable-rate, it is
evident that a relatively strong 72.5 percent of one- to four-family residential
mortgage loans and 74.8 percent of total loans reprice in five years or less.
As indicated in Exhibit 14, Peoples Federal experienced a strong
increase in its fixed rate one-to four-family loan originations but a modest
decrease in its one- to four-family adjustable-rate originations from fiscal
years 1994 to 1996. Total loan originations in fiscal year 1996 were $28.3
million compared to $22.2 million in fiscal year 1994, with fiscal year 1995
indicating a lower $19.6 million, reflective of a reduction in one-to
four-family loan originations. The increase in adjustable- and fixed-rate one-to
four-family residential loan originations from 1994 to 1996 constituted a $5.4
million increase with total loan originations increasing $6.1 million due to the
increase in one- to four-family loans and consumer loans. Loan originations for
the purchase of one- to four-family residences, including construction loans,
represented 86.0 percent of total loan originations in fiscal year 1994,
compared to a similar 86.2 percent in fiscal year 1995 and 86.5 percent in
fiscal year 1996. Overall, loan originations exceeded principal repayments in
fiscal 1994 by $3.9 million, exceeded reductions in fiscal year 1995 by $5.4
million, and exceeded reductions in fiscal 1996 by $6.4 million. For the four
months ended October 31, 1996, loan originations totaled $12.2 million or $36.6
annualized. One- to four-family loans represented a smaller 83.4 percent of
total loans originations with commercial real estate loans having increased
their share. Loan originations continued to exceed principal repayments by $5.6
million for the four months ended October 31, 1996.
23
<PAGE>
NONPERFORMING ASSETS
Peoples Federal understands asset quality risk and the direct
relationship of such risk to delinquent loans and nonperforming assets including
real estate owned. The quality of assets has been a key concern to financial
institutions throughout many regions of the country. A number of financial
institutions have been confronted with rapid increases in their levels of
nonperforming assets and have been forced to recognize significant losses and
set aside major valuation allowances. A sharp increase in nonperforming assets
has often been related to specific regions of the country and has frequently
been associated with higher risk loans, including purchased nonresidential real
estate loans. Peoples Federal has witnessed some volatility in its nonperforming
assets and has made a concerted effort to reduce its historically higher level
of nonperforming assets over the past five years.
Exhibit 15 provides a summary of Peoples Federal's delinquent loans at
October 31, 1996 indicating a higher level of delinquent loans. Loans delinquent
90 days or more totaled $1,153,000 at October 31, 1996, and represented 1.31
percent of gross loans at October 31, 1996, with delinquent loans of 30 days or
more totaling $661,000 or 0.75 percent of gross loans for a combined total of
$1,814,000 or 2.06 percent of gross loans. A significant 75.9 percent of
delinquent loans are secured by one- to four-family dwellings.
Peoples Federal reviews each loan when it becomes delinquent 60 days or
more, to assess its collectibility and to initiate direct contact with the
borrower. The Association sends the borrower a late payment notice when the loan
becomes delinquent 30 days or more. The Association then initiates both written
and oral communication with the borrower if the loan remains delinquent 60 days
or more. When the loan becomes delinquent at least 90 days, the Association will
consider foreclosure proceedings. The Association does not normally accrue
interest on loans past due 90 days or more. Most loans delinquent 90 days or
more are placed on a non-accrual status, and at that point in
24
<PAGE>
Nonperforming Assets (cont.)
time, the Association may contact an attorney to pursue foreclosure procedures.
The decision to foreclose is made by the senior loan officer after approval by
the executive committee or the board. Peoples Federal had no real estate owned
as of October 31, 1996.
Exhibit 16 provides a summary of Peoples Federal's nonperforming assets
at June 30, 1992 through 1996 and at October 31, 1996. Nonperforming assets
consist of non-accrual loans, loans delinquent 90 days or more and repossessed
assets. The Association has historically carried a higher than average level of
nonperforming assets when compared to its peer group and the thrift industry in
general. Peoples Federal's level of nonperforming assets ranged from a high of
$2,359,000 or 3.26 percent of total assets at June 30, 1993, to a low of
$1,153,000 or 1.28 percent of assets at October 31, 1996.
Peoples Federal's level of nonperforming assets is lower than its level
of classified assets. The Association's level of classified assets was $902,000
or 1.00 percent of assets at October 31, 1996 (reference Exhibit 17). The
Association's classified assets consisted of $895,000 in substandard assets, no
assets classified as doubtful and $7,000 classified as loss.
Exhibit 18 shows Peoples Federal's allowance for loan losses for fiscal
years 1994 through 1996, and for the four months ended October 31, 1996,
indicating the activity and the resultant balances. Peoples Federal has
witnessed a moderate increase in its balance of allowance for loan losses from
$94,000 in 1992 to $326,000 at October 31, 1996, with provisions of $53,000 in
1992, $41,000 in 1993, $83,000 in 1994, $55,000 in 1995, $68,000 in 1996 and
$20,000 in the four months ended October 31, 1996. The Association had net
charge-offs of $13,000 in 1992, $12,000 in 1993, $8,000 in 1994,
25
<PAGE>
Nonperforming Assets (cont.)
$2,000 in 1995, $12,000 in 1996 and $1,000 in the four months ended October 31,
1996. The Association's ratio of allowance for loan losses to gross loans
increased from 0.23 percent at June 30, 1992 to 0.37 percent at October 31,
1996, due to an increase in allowances with a significant increase in loans.
Allowance for loan losses to nonperforming assets were 28.3 percent at October
31, 1996.
26
<PAGE>
INVESTMENTS
The investment and securities portfolio of Peoples Federal has been
comprised of U.S. government and federal agency securities, interest-bearing
deposits in other financial institutions, FHLB deposits, and FHLB stock. Exhibit
19 provides a summary of Peoples Federal's investment portfolio at June 30, 1994
through 1996 and at October 31, 1996. Investments were $4.1 million at October
31, 1996, compared to $6.7 million at June 30, 1996, and $4.1 million at June
30, 1994. The primary component of investments at October 31, 1996 was Federal
agency obligations, representing 51.7 percent, followed by interest-bearing
deposits representing 29.1 percent, for a combined total of 80.8 percent. The
third key component was FHLB stock, representing 16.7 percent of investment
securities. The securities portfolio had a weighted average yield of 6.32
percent. The Association also had time deposits of $100,000.
27
<PAGE>
DEPOSIT ACTIVITIES
The change in the mix of deposits from June 30, 1994, to October 31,
1996 is provided in Exhibit 20. There has been a higher than average change in
both total deposits and in the deposit mix during this period. Certificates of
deposit witnessed an increase in their share of deposits, rising from a somewhat
strong 62.2 percent of deposits at June 30, 1994, to a strong 69.4 percent of
deposits at June 30, 1996, and then to 73.0 percent at October 31, 1996. The
major component of certificates had rates between 6.0 percent and 7.99 percent
and represented 51.0 percent of certificates at October 31, 1996. At June 30,
1994, the major component of certificates was the 4.00 percent to 5.99 percent
category with a strong 79.4 percent share of certificates. Passbook savings
accounts decreased in dollar amount from $20.8 million to $17.0 million, and
their share of deposits decreased from 30.3 percent to 21.2 percent from June
30, 1994, to October 31, 1996, respectively. NOW and demand accounts indicated a
decrease in their share of deposits from 4.6 percent at June 30, 1994, to 4.3
percent at October 31, 1996. Money market accounts also decreased their share
from 2.8 percent at June 30, 1994, to 1.3 percent at October 31, 1996.
Exhibit 21 shows the Association's deposit activity for the three years
ended June 30, 1994 to 1996 and the four months ended October 31, 1996.
Including interest credited, Peoples Federal experienced net increases in
deposits in fiscal years 1994, 1995 and 1996 and in the four months ended
October 31, 1996. In fiscal year 1994, there was a net increase in deposits of
$3.2 million or 4.9 percent, followed by a $1.9 million increase or 2.8 percent
in 1995. In fiscal year 1996, an increase in deposits of $7.0 million resulted
in a 10.0 percent increase in deposits followed by a $2.6 million increase or
3.3 percent for the four months ended October 31, 1996.
28
<PAGE>
BORROWINGS
Peoples Federal has relied on retail deposits as its primary source of
funds and has not made use of FHLB advances during the past three fiscal years
ended June 30, 1996, but did use FHLB advances in the four months ended October
31, 1996. Exhibit 22 shows the Association's FHLB advances activity during the
past three fiscal years and in the four months ended October 31, 1996. The
Association's balance of FHLB advances was zero from June 30, 1994 to 1996 and
then increased to a maximum level of $3.5 million in the four months ended
October 31, 1996.
SUBSIDIARIES
Peoples Federal has no wholly-owned subsidiaries.
OFFICE PROPERTIES
Peoples Federal has one office, its home office, located in downtown
Sidney. Peoples Federal owns its home office, which provides off-street parking
and a stand-alone drive-in window facility. The Association's investment in its
office premises, excluding furniture, fixtures and equipment, totaled $449,000
or 0.50 percent of assets at October 31, 1996. The Association also owns some
adjacent properties, which are currently leased and could eventually be used for
office expansion should the need arise.
MANAGEMENT
The president, chief executive officer, and managing officer of Peoples
Federal is Douglas Stewart. Mr. Stewart joined the Association in 1971, as a
teller and has held numerous positions over the past twenty-five years. Mr.
Stewart became a director in 1979 and became president and chief executive
officer in 1982 (reference Exhibit 22).
29
<PAGE>
II. DESCRIPTION OF PRIMARY MARKET AREA
Peoples Federal's primary market area encompasses the city of Sidney
and those outer communities surrounding its office, including all of Shelby
County, Ohio ("the market area"). The Association's home office is located in
downtown Sidney, Ohio.
The market area is characterized by moderately higher than average
levels of household income, lower housing values and a slightly lower
unemployment level. The market area's strongest employment categories are
manufacturing, services and wholesale/retail trade with a lower level of
residents employed in the finance, insurance and real estate industry category.
Exhibit 25 provides a summary of key demographic data and trends for
the market area, Ohio and the United States for the periods of 1990, 1996, and
2001. The market area showed a higher increase in population than Ohio or the
United States from 1990 to 1996. Overall, the period of 1990 to 1996 was
characterized by a moderate increase of 5.7 percent in the market area
population, which increased from 44,915 to 47,482 residents, compared to an
increase in population of 2.8 percent in Ohio and a rise in the national
population level by 5.6 percent. During the period of 1996 through 2001,
population is projected to continue to rise in the market area by a smaller 4.3
percent, increasing to 49,534 residents, while population is expected to
increase in Ohio by 2.7 percent, and in the United States by 5.5 percent.
In conformance with its rising trend in population, the market area
witnessed moderate increases in households of 6.1 percent and 4.5 percent, from
1990 to 1996 and from 1996 to 2001, respectively. These increases are greater
than Ohio's modest increase in households of 2.7 percent for the same two time
periods. The United States continued to have moderate increases, growing by 5.6
percent from 1990 to 1996, and 5.3 percent from 1996 to 2001. From 1990 to 1996,
the market area increased its households from 15,626 to 16,580. By the year
2001, the market area is projected to have 17,324 households.
30
<PAGE>
Description of Primary Market Area (cont.)
The market area had lower per capita income levels than Ohio or the
United States in 1990 but by 1996 surpassed Ohio. In 1990, the market area had
an average per capita income of $11,082. Ohio had a per capita income of
$12,788, while the United States also had a higher per capita income of $12,313.
From 1990 to 1996, the market area had the largest percent increase in per
capita income, followed by the United States and then Ohio. The market area
increased its per capita income level by 44.6 percent to $16,020 in 1996, Ohio
increased its per capita income by 20.2 percent to $15,376, while the United
States had an increase in its per capita income of 35.9 percent to $16,738.
Median household income figures for the market area were at similar
levels to Ohio and the United States in 1990 and exceeded them in 1996, and are
projected to remain higher through the year 2001. In 1990, the average median
household income for the market area was $29,118. The median household income
levels for Ohio and the United States were $29,276 and $28,255, respectively.
From 1990 to 1996, the market area's median household income increased by 29.8
percent to $37,798. Ohio's median household income level grew by a smaller 9.7
percent to $32,102 and the United States had an increase in its median household
income level by a larger 22.2 percent to $34,530. By the year 2001, Ohio and the
United States are projected to witness declines in their median household income
levels to $29,751 and $33,189, respectively, with the market area remaining
basically flat at $37,801.
Exhibit 26 provides a summary of key housing data for the market area,
Ohio, and the United States. Peoples Federal's market area had a 74.3 percent
rate of owner- occupancy, higher than the 67.5 percent owner-occupancy rate for
Ohio and noticeably higher than the 64.2 percent for the United States in 1990.
As a result, the market area supported a lower rate of renter-occupied housing
25.7 percent compared to 32.5 percent for Ohio and a higher 35.8 percent for the
United States.
31
<PAGE>
Description of Primary Market Area (cont.)
The market area's median housing value of $59,949 in 1990 is lower than
both Ohio and the United States. Ohio's median housing value of $63,457 is 5.9
percent higher than the market area's median housing value. The United States'
$79,098 median housing value is 31.9 percent greater than that of the market
area. The average median rent of the market area is surpassed by the median rent
of Ohio and the United States. Shelby County had a median rent of $260, which
was lower than Ohio's median rent of $296 and the United States' median rent of
$374.
The major business source of employment by industry group, based on
number of employees for the market area was the manufacturing industry
responsible for a strong 44.8 percent of jobs in 1993 which was higher than Ohio
at 24.5 percent and also higher than the United States at 19.2 percent
(reference Exhibit 27), even though the outlying area is dominated by
agriculture. The major employer in Ohio and the United States was the services
industry responsible for a 31.6 percent and a 34.0 percent share of total
employment in 1993, respectively. The services industry was the second major
employer in the market area at 23.1 percent. The wholesale/retail trade was the
third major employer in the market area at 17.1 percent, compared to a higher
27.7 percent in Ohio and 27.5 percent in the United States. The construction
group, finance, insurance and real estate group, transportation/utilities group,
and the agriculture/mining group combined to 15.1 percent of employment in the
market area, compared to 16.2 percent of employment in Ohio, and 19.3 percent in
the United States.
The strong presence of the manufacturing industry in Shelby County is
partially related to a Honda of America plant in Anna, Ohio, just north of
Sidney, which employs approximately 2,200 persons, and the auto related
manufacturing industries. The following is a list of some of the leading
employers in Shelby County:
32
<PAGE>
Description of Primary Market Area (cont.)
Number of
Employer Product/Service Employees
- -------- --------------- ---------
Copeland Corporation Refrigeration compressors and 2,300
(Emerson Electric) condensing unit
Honda of America Motorcycle and auto engines, 2,200
brakes, suspensions and
transmissions
Stolle Corporation (Alcoa) Automotive & appliance parts 1,750
Clopay Corporation Overhead doors 635
Plastipak Packaging, Inc. Plastic bottles 470
Ross Aluminum Foundries Aluminum castings 460
Airstream, Inc. Travel trailers 410
(Thor Industries)
Gilardi's Foods Fresh & frozen pizza 400
Wapakoneta Products Automotive interiors 400
The unemployment rate is another key economic indicator. Exhibit 28
shows the average unemployment rates in the market area, Ohio, and the United
States in 1994, 1995 and October 1996. The market area has historically been
characterized by a similar unemployment rate to Ohio and lower than the United
States. The market area had a decrease in its unemployment rate from 5.7 percent
in 1994 to 4.9 percent in 1995. Ohio had a decrease in its unemployment rate
from 5.5 percent to 4.9 percent and the United States' unemployment rate
decreased from 6.1 percent to 5.2 percent in that same time period. In October
1996, the unemployment rate decreased further in the market area, Ohio and the
United States. The market area had the lowest unemployment at 4.0 percent,
compared to the United States at 4.9 percent, and Ohio at 4.3 percent.
33
<PAGE>
Description of Primary Market Area (cont.)
Exhibit 29 provides deposit data for banks, thrifts and credit unions
in Shelby County. Peoples Federal's deposit base in Shelby County was $70.3
million at June 30, 1996, or 60.9 percent of the $115.4 million total thrift
deposits but a much smaller 12.9 percent share of total deposits which totaled
$544.3 million. The market area is clearly dominated by the banking industry.
Total deposits were $544.3 million with 78.8 percent in bank deposits, compared
to a lower $115.4 million or 21.2 percent of deposits for thrifts, and no
deposits held by credit unions. It is evident from the size of both thrift
deposits and bank deposits that Shelby County has a moderate deposit base with
the Association having a strong level of market penetration of all thrift
deposits, but a moderate level of market penetration for total deposits.
Exhibit 30 provides interest rate data for each quarter for the years
1992 through 1996. The interest rates tracked are the Prime Rate, as well as
90-Day and One-Year Treasury Bills and the Thirty-Year Treasury Bond. Interest
rates experienced a declining trend in the first two quarters of 1992, but then
began to rise in the second half of the year. In 1993 rates experienced slight
volatility until the last two quarters, which indicated the beginning of a
rising trend. This rising trend continued throughout all of 1994 and into the
first quarter of 1995 with prime at 9.00 percent. However, throughout the rest
of 1995, interest rates saw dramatic decreases, as the prime rate fell to its
1994 year end level of 8.50 percent. Such decrease in the prime rate continued
through the first quarter of 1996 as it fell to 8.25 percent and then remained
at 8.25 percent through the end of 1996. Rates on 90-day T-bills, decreased in
1996 as did long term treasury bonds with one-year Treasury Bills increasing
modestly in 1996.
34
<PAGE>
SUMMARY
To summarize, Peoples Federal's market area represents an area with a
growing population and moderate upward change in the number of households during
the mid- 1990s. Shelby County has evidenced lower historical per capital income
and median household income compared to Ohio but then the market's income levels
surpassed Ohio in 1996. The market area has a lower median housing value and
average median rent level than Ohio and the United States. Further, the market
area has a very competitive financial institution market dominated by banks with
a total deposit base of approximately $544.3 million for all of Shelby County.
35
<PAGE>
III. COMPARABLE GROUP SELECTION
Introduction
Integral to the valuation of the Corporation is the selection of an
appropriate group of publicly-traded thrift institutions, hereinafter referred
to as the "comparable group". This section identifies the comparable group and
describes each parameter used in the selection of each institution in the group,
resulting in a comparable group based on such specific and detailed parameters,
current financials and recent trading prices. The various characteristics of the
selected comparable group provide the primary basis for making the necessary
adjustments to the Corporation's pro forma value relative to the comparable
group. There is also a recognition and consideration of financial comparisons
with all publicly-traded, SAIF- insured thrifts in the United States and all
publicly-traded, SAIF- insured thrifts in the Midwest and Ohio.
Exhibits 31 and 32 present Thrift Stock Prices and Pricing Ratios and
Key Financial Data and Ratios, respectively, both individually and in aggregate,
for the universe of 335 publicly-traded, SAIF-insured thrifts in the United
States ("all thrifts"), excluding mutual holding companies, used in the
selection of the comparable group and other financial comparisons. Exhibits 31
and 32 also subclassify all thrifts by region, including the 157 publicly-traded
Midwest thrifts ("Midwest thrifts") and the 32 publicly-traded thrifts in Ohio
("Ohio thrifts"), and by trading exchange. Exhibit 33 presents prices, pricing
ratios and price trends for the 24 SAIF-insured thrifts completing their
conversions between July 1, 1996, and January 10, 1996.
The selection of the comparable group was based on the establishment of
both general and specific parameters using financial, operating and asset
quality characteristics of Peoples Federal as determinants for defining those
parameters. The determination of parameters was also based on the uniqueness of
each parameter as a normal indicator of a thrift institution's operating
philosophy and perspective. The parameters established
36
<PAGE>
Introduction (cont.)
and defined are considered to be both reasonable and reflective of Peoples
Federal's basic operation. Inasmuch as the comparable group must consist of at
least ten institutions, the parameters relating to asset size and geographic
location have been expanded as necessary in order to fulfill this requirement.
GENERAL PARAMETERS
Merger/Acquisition
The comparable group will not include any institution that is in the
process of a merger or acquisition due to the price impact of such a pending
transaction. The thrift institutions that were potential comparable group
candidates but were not considered due to their involvement in a
merger/acquisition or a potential merger/acquisition include the following:
Institution State
----------- -----
Marshalltown Financial Corp. Iowa
SJS Bancorp Michigan
Bridgeville Savings Bank Pennsylvania
Troy Hill Bancorp, Inc. Pennsylvania
FCB Financial Corporation Wisconsin
OSB Financial Corporation Wisconsin
No thrift institution in Peoples Federal's market area is currently
involved in merger/acquisition activity or has been recently so involved, as
indicated in Exhibit 34.
37
<PAGE>
Mutual Holding Companies
The comparable group will not include any mutual holding companies.
Mutual holding companies typically demonstrate higher price to book valuation
ratios that are the result of their minority ownership structure that are
inconsistent with those of conventional, publicly-traded institutions. Exhibit
35 presents pricing ratios and Exhibit 36 presents key financial data and ratios
for the 19 publicly-traded, SAIF-insured mutual holding companies in the United
States. The following thrift institutions were potential comparable group
candidates, but were not considered due to their mutual holding company form:
Institution State
----------- -----
Jacksonville Savings Bank, MHC Illinois
Webster City Federal Savings Bank, MHC Iowa
Wayne Savings & Loan Co., MHC Ohio
Greater Delaware Valley SB, MHC Pennsylvania
Trading Exchange
It is necessary that each institution in the comparable group be listed
on one of the three major stock exchanges, the New York Stock Exchange, the
American Stock Exchange, or the over-the-counter ("OTC") and listed on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"). Such a listing indicates that an institution's stock has
demonstrated trading activity and is responsive to normal market conditions,
which are requirements for listing. Of the 354 publicly-traded, SAIF- insured
institutions, including 19 mutual holding companies, 14 are traded on the New
York Stock Exchange, 17 are traded on the American Stock Exchange and 323 are
listed on NASDAQ.
38
<PAGE>
IPO Date
Another general parameter for the selection of the comparable group is
the initial public offering ("IPO") date, which must be at least four quarterly
periods prior to the trading date of January 10, 1997, used in this report, in
order to insure at least four consecutive quarters of reported data as a
publicly-traded institution. The resulting parameter is a required IPO date
prior to September 30, 1995.
Geographic Location
The geographic location of an institution is a key parameter due to the
impact of various economic and thrift industry conditions on the performance and
trading prices of thrift institution stocks. Although geographic location and
asset size are the two parameters that have been developed incrementally to
fulfill the comparable group requirements, the geographic location parameter has
definitely eliminated regions of the United States distant to Peoples Federal,
including the western and southwestern states, the southeastern states and the
New England states.
The geographic location parameter consists of Ohio, its surrounding
states of Indiana, Kentucky, Michigan, Pennsylvania and West Virginia, as well
as the states of Iowa, Illinois and Wisconsin, for a total of nine states. To
extend the geographic parameter beyond those states could result in the
selection of similar thrift institutions with regard to financial conditions and
operating characteristics, but with different pricing ratios due to their
geographic regions. The result could then be an unrepresentative comparable
group with regard to price relative to the parameters and, therefore, an
inaccurate value.
39
<PAGE>
Asset Size
Asset size was another key parameter used in the selection of the
comparable group. The range of total assets for any potential comparable group
institution was $350 million or less, due to the greater similarity of asset mix
and operating strategies of institutions in this asset range compared to Peoples
Federal, with assets of approximately $90 million. Such an asset size parameter
was necessary to obtain a comparable group of at least ten institutions.
In connection with asset size, we did not consider the number of
offices or branches in selecting or eliminating candidates since this
characteristic is directly related to operating expenses, which are recognized
as an operating performance parameter.
SUMMARY
Exhibits 37 and 38 show the 59 institutions considered as comparable
group candidates after applying the general parameters, with the shaded lines
denoting the institutions ultimately selected for the comparable group using the
balance sheet, performance and asset quality parameters established in this
section.
40
<PAGE>
BALANCE SHEET PARAMETERS
Introduction
The balance sheet parameters focused on seven balance sheet ratios as
determinants for selecting a comparable group, as presented in Exhibit 37. The
balance sheet ratios consist of the following:
1. Cash and Investments/Assets
2. Mortgage-Backed Securities/Assets
3. One- to Four-Family Loans/Assets
4. Total Net Loans/Assets
5. Total Net Loans and Mortgage-Backed Securities/Assets
6. Borrowed Funds/Assets
7. Equity/Assets
The parameters enable the identification and elimination of thrift
institutions that are distinctly and functionally different from Peoples Federal
with regard to asset mix. The balance sheet parameters also distinguish
institutions with a significantly different capital position from Peoples
Federal. The ratio of deposits to assets was not used as a parameter as it is
directly related to and affected by an institution's equity and borrowed funds
ratios, which are separate parameters.
Cash and Investments to Assets
Peoples Federal's level of cash and investments to assets was 4.4
percent at October 31, 1996, and reflects the Association's lower level of
investments than national and regional averages. The Association's investments
consist primarily of federal agency securities, time deposits and
interest-bearing deposits in banks. During its last five fiscal years, Peoples
Federal's ratio of cash and investments to assets has ranges from a high of 17.7
percent in 1992 to a low of 6.3 percent in 1995, averaging 10.5 percent. It
should
41
<PAGE>
Cash and Investments to Assets (cont.)
be noted that Federal Home Loan Bank stock is not included in cash and
investments, but rather is part of other assets in order to be consistent with
reporting requirements and sources of statistical and comparative analysis.
The parameter range for cash and investments is broad due to the
volatility of this parameter and to prevent the elimination of otherwise good
potential comparable group candidates. The range has been defined as 3.0 percent
of assets to 25.0 percent of assets, with a midpoint of 14.0 percent.
Mortgage-Backed Securities to Assets
At October 31, 1996, Peoples Federal had no mortgage-backed securities
in its portfolio and has not owned such securities during its past three fiscal
years. The regional average ratio of mortgage-backed securities to assets was of
10.1 percent and the national average was 12.2 percent. Recognizing both the
Association's absence of mortgage-backed securities and the fact that many
institutions purchase mortgage-backed securities as an alternative to lending
relative to cyclical loan demand and prevailing interest rates, this parameter
is moderately broad at 20.0 percent or less of assets and a midpoint of 10.0
percent.
One- to Four-Family Loans to Assets
Peoples Federal's lending activity is focused on the origination of
residential mortgage loans secured by one- to four-family dwellings, which
constituted 78.4 percent of the Association's gross loans at October 31, 1996,
excluding residential construction loans. One- to four-family loans represented
76.7 percent of the Association's total assets at October 31, 1996, which is
above industry averages. The parameter for this
42
<PAGE>
One- to Four-Family Loans to Assets (cont.)
characteristic requires any comparable group institution to have from 50.0
percent to 85.0 percent of its assets in one- to four-family loans with a
midpoint of 67.5 percent.
Total Net Loans to Assets
At October 31, 1996, Peoples Federal had a ratio of total net loans to
assets of 93.1 percent and a five fiscal year average of 87.0 percent, which is
considerably higher than the national and regional averages of 66.0 percent and
68.4 percent, respectively. The parameter for the selection of the comparable
group is from 60.0 percent to 95.0 percent with a midpoint of 77.5 percent. The
wider range is simply due to the fact that, as the referenced national and
regional averages indicate, many institutions purchase a greater volume of
investment securities and/or mortgage-backed securities as a cyclical
alternative to lending, but may otherwise be similar to Peoples Federal.
Total Net Loans and Mortgage-Backed Securities to Assets
As discussed previously, Peoples Federal was absent mortgage-backed
securities, so its combined ratio of total net loans and mortgage-backed
securities to assets was also 93.1 percent. Recognizing the industry and
regional ratios of 12.2 percent and 10.1 percent, respectively, of
mortgage-backed securities to assets, the parameter range for the comparable
group in this category is 70.0 percent to 97.0 percent, with a midpoint of 83.5
percent.
43
<PAGE>
Borrowed Funds to Assets
Peoples Federal was absent FHLB advances at October 31, 1996, having
repaid its September 30, 1996, balance of $3.5 million or 3.93 percent of
assets. The Association did not, however, indicate a balance of FHLB advances at
the end of any of its past five fiscal years. The use of borrowed funds by some
thrift institutions indicates an alternative to retail deposits and may provide
a source of term funds for lending.
The public demand for longer term funds increased in 1995 and the first
half of 1996 due to the higher cost of deposits. The result was competitive
rates on longer term Federal Home Loan Bank advances, and an increase in
borrowed funds by many institutions as an alternative to higher cost, long term
certificates. The ratio of borrowed funds to assets, therefore, does not
typically indicate higher risk or more aggressive lending, but primarily an
alternative to retail deposits.
The range of borrowed funds to total assets is 25.0 percent or less
with a midpoint of 12.5 percent, below the national average of 14.3 percent.
Equity to Assets
Peoples Federal's equity to assets ratio as of October 31, 1996, was
10.21 percent. After conversion, based on the midpoint value of $12,500,000 and
net proceeds to the Association of approximately $6.0 million, Peoples Federal's
equity is projected to stabilize in the area of 17.0 percent to 17.5 percent.
Based on those historical and pro forma equity ratios, we have defined the
equity ratio parameter to be 8.0 percent to 20.0 percent with a midpoint ratio
of 14.0 percent.
44
<PAGE>
PERFORMANCE PARAMETERS
Introduction
Exhibit 38 presents five parameters identified as key indicators of
Peoples Federal's earnings performance and the basis for such performance. The
primary performance indicator is the Association's return on average assets
("ROAA"). The second performance indicator is the Association's return on
average equity ("ROAE"). To measure the Association's ability to generate net
interest income, we have used net interest margin. The supplemental source of
income for the Association is noninterest income, and the parameter used to
measure this factor is noninterest income to assets. The final performance
indicator that has been identified is the Association's ratio of operating
expenses, also referred to as noninterest expenses, to assets, a key factor in
distinguishing different types of operations, particularly institutions that are
aggressive in secondary market activities, which often results in much higher
operating costs and overhead ratios.
Return on Average Assets
The key performance parameter is the ROAA. As a result of the special
SAIF assessment realized in the third quarter of 1996, categorized as a
non-recurring expense item, Peoples Federal's ROAA will reflect core income,
rather than net income, and will be compared to the core ROAA of candidate
comparable group institutions. The Association's core ROAA was 0.95 percent for
the twelve months ended October 31, 1996, based on core earnings after taxes, as
detailed in Item I of this report and presented in Exhibit 7. The Association's
ROAA over the past five fiscal years, based on net earnings, has ranged from a
low of 0.20 percent in 1992 to a high of 1.07 percent in 1995 with an average
ROAA of 0.83 percent. It should be noted that the Association's low ROAA in 1992
was the result of the settlement of a disputed tax item.
45
<PAGE>
Return on Average Assets (cont.)
Considering the historical and current earnings performance of Peoples
Federal, the range for the ROAA parameter based on core or normalized income has
been defined as 0.60 percent to a high of 1.35 percent with a midpoint of 0.98
percent.
Return on Average Equity
The ROAE, also using core income, has been used as a secondary
parameter to eliminate any institutions with an unusually high or low ROAE that
is inconsistent with the Association's position. This parameter does not provide
as much meaning for a newly converted thrift institution as it does for
established stock institutions, due to the newness of the capital structure of
the newly converted thrift and the inability to accurately reflect a mature ROAE
for the newly converted thrift relative to other stock institutions.
The pro forma consolidated ROAE for the Association and the Corporation
for the year following conversion be approximately 3.75 percent based on the
midpoint valuation. Prior to conversion, the Association's ROAE was 9.29 percent
for the twelve months ended October 31, 1996, based on core income, with a five
year average net ROAE of 8.56 percent. The parameter range for the comparable
group, based on net income, is from 2.0 percent to 15.0 percent with a midpoint
of 5.6 percent.
Net Interest Margin
Peoples Federal had a net interest margin of 3.34 percent based on the
twelve month period ended October 31, 1996. The Association's range of net
interest margin for the past five fiscal years has been from a low of 2.88
percent in 1992 to a high of 3.66 percent in 1995 with an average of 3.36
percent.
46
<PAGE>
Net Interest Margin (cont.)
The parameter range for the selection of the comparable group is from a
low of 2.75 percent to a high of 4.00 percent with a midpoint of 3.38 percent.
Operating Expenses to Assets
Net of non-recurring items, Peoples Federal had a lower than average
1.79 percent ratio of operating expenses to average assets ratio for the twelve
months ended October 31, 1996, based on core expense adjustments, as previously
discussed. For its five most recent fiscal years, the Association's operating
expenses have been stable and generally similar to its most recent twelve
months, ranging from a low of 1.78 percent in 1996 to a high of 2.37 percent in
1992 with an average of 1.98 percent, significantly lower than the current
industry average of 2.33 percent. The atypically high ratio in 1992 relates to
extraordinary expenses incurred in connection with the tax issue previously
mentioned.
The operating expense to assets parameter, net of non-recurring
expenses, for the selection of the comparable group is from a low of 1.35
percent to a high of 2.75 percent with a midpoint of 2.05 percent.
Noninterest Income to Assets
For its most recent four quarters, Peoples Federal experienced a
considerably lower than average dependence on noninterest income as a source of
additional income. The Association's noninterest income to average assets was
0.07 percent for the twelve months ended October 31, 1996, which is below the
industry average of 0.44 percent for the most recent four quarters. Peoples
Federal's ratio of noninterest income to average assets, excluding extraordinary
items also related to the tax issue, has been generally stable and
47
<PAGE>
Noninterest Income to Assets (cont.)
consistent during its past five fiscal years, ranging from 0.13 percent in 1993
to 0.07 percent in 1996, and averaging 0.10 percent.
The range for this parameter for the selection of the comparable group
is 0.40 percent or less of average assets, with a midpoint of 0.20 percent.
ASSET QUALITY PARAMETERS
Introduction
The final set of financial parameters used in the selection of the
comparable group are asset quality parameters, also shown in Exhibit 38. The
purpose of these parameters is to insure that any thrift institution in the
comparable group has an asset quality position similar to that of Peoples
Federal. The three defined asset quality parameters are the ratios of
nonperforming assets to total assets, repossessed assets to total assets and
loan loss reserves to total assets at the end of the most recent period.
Nonperforming Assets to Assets Ratio
Peoples Federal's ratio of nonperforming assets to assets was 1.28
percent at October 31, 1996, which is higher than the national average of 0.87
percent and higher than the Midwest regional average of 0.58 percent, but lower
than its ratio of 1.41 percent at June 30, 1996. For the five fiscal years ended
June 30, 1992 to 1996, the Association's ratio decreased from a high of 3.26
percent at June 30, 1993, to a low of 1.41 percent at June 30, 1996, with a five
year average of 2.33 percent.
The parameter range for nonperforming assets to assets has been defined
as 2.00 percent of assets or less with a midpoint of 1.00 percent.
48
<PAGE>
Repossessed Assets to Assets
Peoples Federal was absent repossessed assets at October 31, 1996, and
at June 30, 1996, 1995 and 1992. The Association's ratios of repossessed assets
to total assets were 0.10 percent and 0.30 percent at June 30, 1994 and 1993,
respectively, for a five year average of 0.08 percent. National and regional
averages were 0.56 percent and 0.47 percent, respectively, at September 30,
1996.
The range for the repossessed assets to total assets parameter is 0.20
percent of assets or less with a midpoint of 0.10 percent.
Loans Loss Reserves to Assets
Peoples Federal had a loan loss reserve or allowance for loan losses of
$326,000, representing a loan loss allowance to total assets ratio of 0.36
percent at October 31, 1996, which is similar to its ratio of 0.35 percent at
June 30, 1996. For its last five fiscal years, the Association's loan loss
reserve averaged 0.25 percent of assets from a low of 0.13 percent in 1992 to a
high of 0.35 percent in 1996, indicating a steady annual increase.
The loan loss allowance to assets parameter range used for the
selection of the comparable group was a minimum required ratio of 0.15 percent
of assets.
49
<PAGE>
THE COMPARABLE GROUP
With the application of the parameters previously identified and
applied, the final comparable group represents ten institutions identified in
Exhibits 39, 40 and 41. The comparable group institutions range in size from
$81.1 million to $316.4 million with an average asset size of $185.8 million and
have an average of 4.4 offices per institution compared to Peoples Federal with
assets of $90.0 million and one office. One of the comparable group institutions
was converted in 1988, one in 1990, two in 1993, four in 1994, and two in 1995.
Exhibit 42 presents a comparison of Peoples Federal's market area
demographic data with that of each of the institutions in the comparable group.
50
<PAGE>
SUMMARY OF COMPARABLE GROUP INSTITUTIONS
Community Investors Bancorp, Inc., Bucyrus, Ohio, is the holding
company for First Federal Savings and Loan Association of Bucyrus. The
Association serves its Crawford County, Ohio, market with three offices, two in
Bucyrus and one in New Washington. As of its most recent quarter, the
Association had assets of $94.7 million and equity of $11.3 million, and
reported a core ROAA of 0.98 percent and a core ROAE of 7.23 percent.
FFW Corporation, Wabash, Indiana, is the holding company of First
Federal Savings Bank of Wabash, and operates three offices, two of which are in
Wabash County, and the third in nearby Kosciusko County. The Bank currently has
assets of $154.6 million and equity of $15.5 million, and reported a core ROAA
of 1.07 percent for its most recent four quarters.
First Franklin Corporation, Cincinnati, Ohio, is the holding company of
Franklin Savings & Loan Company which operates seven branches in the Greater
Cincinnati Metropolitan Area, all in Hamilton County. At the end of its most
recent quarter, the Company had assets of $218.3 million and equity of $19.8
million, and reported a core ROAA of 0.61 percent for its most recent four
quarters.
First Mutual Bancorp, Inc., Decatur, Illinois, is the holding company
for First Mutual Bank, S.B. First Mutual operates 12 offices in the central
Illinois counties of Macon, DeWitt, Shelby and Champaign. The Bank also owns an
investment and insurance services subsidiary. At the end of its most recent
quarter, the Bank had assets of $316.4 million and equity of $63.1 million, and
reported a core ROAA of 0.71 percent and a core ROAE of 2.94 percent for its
most recent four quarters.
GFS Bancorp, Grinell, Iowa, is the holding company for Grinell Federal
Savings Bank, serving Poweshiek, Marshall, Mahaska, Jasper and Tama Counties,
Iowa, from its single home office. The Bank has assets of $85.2 million and
equity of $9.9 million and in its most recent four quarters reported a core ROAA
of 1.12 percent.
51
<PAGE>
Summary of Comparable Group Institutions (cont.)
Glenway Financial Corp., Cincinnati, Ohio, is the holding company for
Centennial Savings Bank. The Bank serves the Hamilton County market area from
its six full service offices. The Bank has total assets of $283.7 million, total
equity of $26.3 million, and a core ROAA of 0.60 percent for its trailing four
quarters.
MFB Corp., Mishawaka, Indiana, is the holding company for Mishawaka
Federal Savings. Mishawaka Federal operates four offices in Mishawaka and
surrounding St. Joseph County. At the end of its most recent quarter, Mishawaka
Federal had total assets of $225.8 million and total equity of $37.6 million,
and for its most recent four quarters, the Bank reported a core ROAA of 0.78
percent.
Milton Federal Financial Corporation, West Milton, Ohio, is the holding
company for Milton Federal Savings and Loan Association. The Association
operates two full service offices, one in West Milton, Ohio, in Miami County and
the other in Englewood, Ohio, in Montgomery County. Milton Federal has assets of
$180.8 million, equity of $33.5 million and a core ROAA of 0.86 percent for its
most recent four quarters.
OHSL Financial Corp., Cincinnati, Ohio, is the holding company for Oak
Hills Savings and Loan Company, F.A. The Company's headquarters and three
offices are all in Hamilton County, and serve the Greater Cincinnati
Metropolitan Area. The Company has total assets of $217.6 million and equity of
$25.2 million, and reported a core ROAA of 0.85 percent for its most recent four
quarters.
Statefed Financial Corp., Des Moines, Iowa, is the holding company for
State Federal Savings and Loan Association of Des Moines, operating two offices
in Polk County, Iowa. The Association has total assets of $81.1 million and
equity of $14.6 million, and reported a core ROAA of 1.24 percent for its most
recent four quarters.
52
<PAGE>
IV. ANALYSIS OF FINANCIAL PERFORMANCE
This section reviews and compares the financial performance of Peoples
Federal to all thrifts, regional thrifts, Ohio thrifts and the ten institutions
constituting Peoples Federal's comparable group, as selected and described in
the previous section. The comparative analysis focuses on financial condition,
earning performance and pertinent ratios as shown in Exhibits 43 through 48.
As presented in Exhibits 43 and 44, at October 31, 1996, Peoples
Federal's total equity of 10.21 percent of assets was lower than the 13.65
percent for the comparable group, the 12.88 for all thrifts, the 14.34 percent
ratio for Midwest thrifts, and the 13.70 percent ratio for Ohio thrifts. The
Association had a 93.06 percent share of net loans in its asset mix,
considerably higher than the comparable group at 74.55 percent, and also much
higher than all thrifts at 66.04 percent, Midwest thrifts at 68.37 percent and
Ohio thrifts at 72.24 percent. Peoples Federal's share of net loans, higher than
industry and regional averages, is the result of its absence of mortgage-backed
securities and much lower level of cash and investments. The comparable group
had a 7.38 percent share of mortgage-backed securities, and a higher 15.66
percent share of cash and investments compared to the Association, with a 3.76
percent ratio of cash and investments to assets. All thrifts had 12.19 percent
of assets in mortgage-backed securities and 18.30 percent in cash and
investments. Peoples Federal's share of deposits of 88.79 percent was
significantly higher than the comparable group and the three geographic
categories, reflecting the Association's absence of FHLB advances. The
comparable group had deposits of 71.10 percent and borrowings of 13.93 percent.
All thrifts averaged a 71.07 percent share of deposits and 14.31 percent of
borrowed funds, while Midwest thrifts had a 69.37 percent share of deposits and
an 14.65 percent share of borrowed funds. Ohio thrifts averaged a 72.61 percent
share of deposits and a 12.32 percent share of borrowed funds. Peoples Federal
was absent goodwill and other intangibles, compared to a minimal 0.03 percent
for the comparable group, 0.20 percent for all thrifts, 0.16 percent for Midwest
thrifts and 0.13 percent for Ohio thrifts.
53
<PAGE>
Analysis of Financial Performance (cont.)
Operating performance indicators are summarized in Exhibits 45 and 46
and provide a synopsis of key sources of income and key expense items for
Peoples Federal in comparison to the comparable group, all thrifts, and regional
thrifts for the trailing four quarters.
As shown in Exhibit 47, for the twelve months ended October 31, 1996,
Peoples Federal had a yield on average interest-earning assets higher than the
comparable group and also higher than the three geographical categories. The
Association's yield on interest-earning assets was 7.89 percent compared to the
comparable group at 7.74 percent, all thrifts at 7.71 percent, Midwest thrifts
at 7.69 percent and Ohio thrifts at 7.81 percent.
The Association's cost of funds for the twelve months ended October 31,
1996, was lower than the comparable group, higher than all thrifts and lower
than Midwest and Ohio thrifts. Peoples Federal had an average cost of
interest-bearing liabilities of 4.98 percent compared to 5.11 percent for the
comparable group, 4.88 percent for all thrifts, and 4.97 percent for both
Midwest thrifts and Ohio thrifts. The Association's interest income and interest
expense ratios resulted in an interest rate spread of 2.91 percent, which was
higher than the comparable group at 2.62 percent, and higher than all thrifts at
2.83 percent, Midwest thrifts at 2.72 percent and Ohio thrifts at 2.85 percent.
Peoples Federal demonstrated a net interest margin of 3.34 percent for the
twelve months ended October 31, 1996, based on average interest-earning assets,
which was identical to the comparable group, also at 3.34 percent. All thrifts
averaged a lower 3.39 percent net interest margin for the trailing four
quarters, as did Midwest thrifts at 3.36 percent and Ohio thrifts at 3.43
percent.
Peoples Federal's major source of income is interest earnings, as is
evidenced by the operations ratios presented in Exhibit 46. The Association made
an $81,000 provision for loan losses during the twelve months ended October 31,
1996, representing 0.09
54
<PAGE>
Analysis of Financial Performance (cont.)
percent of average assets. The comparable group indicated a provision
representing a similar 0.08 percent of average assets, with all thrifts at 0.14
percent, Midwest thrifts at 0.09 percent, identical to Peoples Federal, and Ohio
thrifts at 0.06 percent.
The Association's non-interest income was $62,000 or 0.07 percent of
average assets for the twelve months ended October 31, 1996. Such non-interest
income was significantly lower than the comparable group at 0.18 percent, all
thrifts at 0.44 percent, Midwest thrifts at 0.40 percent and Ohio thrifts at
0.28 percent. For the twelve months ended October 31, 1996, Peoples Federal's
operating expense ratio, net of non-recurring expense, was 1.79 percent, higher
than the comparable group and Ohio thrifts, but lower than all thrifts and
Midwest thrifts. Non-recurring expense during the most recent four quarters
consisted primarily of the 67.5 basis point SAIF special assessment realized in
the third quarter of 1996, generally in the range of 0.40 percent to 0.55
percent of average assets for most institutions. Net of such non-recurring
expense, the comparable group's operating expense ratio was 1.58 percent, while
all thrifts averaged 1.85 percent, Midwest thrifts averaged 1.81 percent and
Ohio thrifts averaged 1.67 percent. Peoples Federal's SAIF assessment of
$456,000, constituted 0.53 percent of average assets.
The overall impact of Peoples Federal's income and expense ratios is
reflected in the Association's core income and return on assets. The Association
had an ROAA, based on core income, of 0.95 percent for the twelve months ended
October 31, 1996. For its most recent four quarters, the comparable group had a
lower ROAA of 0.88 percent based on core income. All thrifts averaged a lower
core ROAA of 0.78 percent, while Midwest thrifts and Ohio thrifts averaged 0.77
percent and 0.88 percent, respectively.
55
<PAGE>
V. MARKET VALUE ADJUSTMENTS
This is a conclusive section where adjustments are made to determine
the pro forma market value or appraised value of the Corporation based on a
comparison of Peoples Federal with the comparable group. These adjustments will
take into consideration such key items as earnings performance, market area,
financial condition, dividend payments, subscription interest, liquidity of the
stock to be issued, management, and market conditions or marketing of the issue.
It must be noted, however, that all of the institutions in the comparable group
have their differences, and as a result, such adjustments become necessary.
EARNINGS PERFORMANCE
In analyzing earnings performance, consideration was given to the level
of net interest income, the level and volatility of interest income and interest
expense relative to changes in market area conditions and to changes in overall
interest rates, the quality of assets as it relates to the presence of problem
assets which may result in adjustments to earnings, the level of current and
historical classified assets and real estate owned, the level of valuation
allowances to support any problem assets or nonperforming assets, the level and
volatility of non-interest income, and the level of non-interest expenses.
As discussed earlier, the Association's historical business philosophy
has focused on maintaining its net interest income and net earnings level,
reducing its level of nonperforming assets, maintaining a reasonable level of
interest sensitive assets relative to interest sensitive liabilities and thereby
improving its sensitivity measure and its overall interest rate risk,
maintaining an adequate level of loan loss reserves to reduce the impact of any
unforeseen losses, and closely monitoring and striving to maintain its current
and historically lower level of overhead expenses. The Association's current
philosophy will continue to focus on reducing its non-performing and non-earning
assets, increasing its net interest spread and net interest margin, and
increasing its net income and return on assets.
56
<PAGE>
Earnings Performance (cont.)
Earnings are often related to an institution's ability to generate
loans. The Association was an active originator of mortgage loans in fiscal
years 1994, 1995 and 1996, with 1996 indicating the highest level of origination
activity and 1995 indicating the lowest. During the four months ended October
31, 1996, originations of $12.2 million, or $36.6 million annualized, indicated
an annualized increase of $8.4 million or 29.5 percent over the Associations
fiscal year ended June 30, 1996, with approximately $5.0 million of the
annualized increase constituting adjustable-rate one- to four-family mortgage
loans and approximately $1.0 million constituting fixed-rate one- to four-family
mortgage loans. Most of the balance of the annualized increase was in the
category of commercial real estate loans. Originations of non-real estate loans
were generally similar to fiscal 1996. Total originations of $28.3 million
during the twelve months ended June 30, 1996, were 44.4 percent higher than the
$19.6 million in fiscal year 1995 and 27.4 percent higher than the $22.2 million
in fiscal year 1994. The Association's net increase in loans outstanding for the
four months ended October 31, 1996, of $5.6 million or $16.6 million annualized,
was significantly higher, on a annualized basis, than in fiscal years 1994 to
1996, due to the higher level of originations and similar level of principal
repayments.
Notwithstanding lower originations in fiscal year 1995 than in fiscal
year 1994, Peoples Federal experienced a greater decrease in principal repayment
levels, resulting in a $5.4 million net increase in loans, $1.5 million more
than in fiscal year 1994, and an 8.7 percent increase in net loans outstanding.
The Association's higher levels of both originations and repayments in fiscal
year 1996 relates to moderating interest rates in late 1995, which resulted in
net loans increasing by $6.4 million or 18.4 percent from June 30, 1995, to June
30, 1996. The Association's focus in fiscal years 1994, 1995 and 1996, and for
the four months ended October 31, 1996, was on the origination of one- to
four-family mortgage loans, with that loan category constituting 86.0 percent,
86.2 percent, 86.4 percent and 83.4 percent of total origination in those four
periods, respectively. In those four periods, the second largest category of
originations was consumer loans, with commercial real estate loans being the
third largest. The impact of these primary lending
57
<PAGE>
Earnings Performance (cont.)
efforts has been to generate a yield on average interest-earning assets of 7.89
percent for Peoples Federal for the twelve months ended October 31, 1996,
compared to 7.74 percent for the comparable group, 7.71 percent for all thrifts
and 7.69 for Midwest thrifts. The Association's level of interest income to
average assets was 7.68 percent for the twelve months ended October 31, 1996,
which was also higher than the comparable group at 7.52 percent, and all thrifts
and Midwest thrifts both at 7.41 percent for their most recent four quarters.
The Association's net interest margin of 3.34 percent, based on average
interest-earning assets for the twelve months ended October 31, 1996, was
identical to the comparable group, but lower than all thrifts at 3.39 percent.
Peoples Federal's cost of interest-bearing liabilities of 4.98 percent for the
twelve months ended October 31, 1996, was lower than the comparable group at
5.11 percent, but higher than all thrifts at 4.88 percent and Midwest thrifts at
4.97 percent. Peoples Federal's net interest spread of 2.91 percent for the
twelve months ended October 31, 1996, was higher than the comparable group at
2.62 percent, all thrifts at 2.83 percent and Midwest thrifts at 2.72 percent.
The Association's ratio of noninterest income to assets was 0.07
percent for the twelve months ended October 31, 1996, significantly lower than
the comparable group at 0.18 percent, all thrifts at 0.44 percent and Midwest
thrifts at 0.40 percent. The Association has indicated recent noninterest income
lower than the comparable group, but its recent operating expenses have
nevertheless been higher than the comparable group, although lower than all
thrifts and Midwest thrifts. For the twelve months ended October 31, 1996,
Peoples Federal had an operating expenses to assets ratio of 1.79 percent, net
of non-recurring expense, compared to a lower 1.58 percent for the comparable
group, 1.85 percent for all thrifts and 1.81 percent for Midwest thrifts.
For the twelve months ended October 31, 1996, Peoples Federal generated
lower levels of noninterest income, higher levels of noninterest expenses, and
an identical net interest margin relative to its comparable group. As a result,
the Association's core
58
<PAGE>
Earnings Performance (cont.)
income level for its twelve months ended October 31, 1996, was modestly higher
than its comparable group for the four most recent quarters, and also higher
than all thrifts and Midwest thrifts during that time period. Based on net
earnings, the Association had a return on average assets of 0.20 percent in
1992, 1.07 percent in 1993, 0.79 percent in 1994, 1.07 percent in 1995 , 1.01
percent in 1996 and 0.95 percent for the twelve months ended October 31, 1996,
based on core earnings. For its most recent four quarters, the comparable group
had a lower core ROAA of 0.88 percent, while all thrifts indicated an even lower
0.78 percent. The Association's core or normalized earnings, as shown in Exhibit
7, were higher than its net earnings due to the SAIF special assessment realized
in the third quarter of 1996, as previously discussed.
Peoples Federal's earnings stream will continue to be dependent on both
the overall trends in interest rates and, to a somewhat lesser extent, on the
consistency and reliability of its modest level of non-interest income, the
latter indicating a decrease since 1992. The Association's cost of
interest-bearing liabilities will continue to adjust as deposits reprice. Upward
pressure on savings costs is likely, based on current rates, although the rate
of increase may subside somewhat during the next few years. It has also been
recognized that although Peoples Federal's current ROAA is higher than that of
its comparable group for the most recent four quarters, the Association also
experienced a mildly decreasing trend in its ROAA since 1995. The Association's
net interest margin and net interest spread for the twelve months ended October
31, 1996, are lower than at June 30, 1993 through 1996. In recognition of the
foregoing earnings related factors, no adjustment has been made to Peoples
Federal's pro forma market value for earnings performance.
59
<PAGE>
MARKET AREA
Peoples Federal's primary market area for retail deposits consists of
Shelby County, Ohio, including the city of Sidney, the location of the
Association's home office. As discussed in Section II, this market area has
evidenced a rate of population growth very similar to the United States and
higher than the state of Ohio and the comparable group markets. The market area
has also indicated slightly lower unemployment than both Ohio and the United
States. The unemployment rate in Peoples Federal's market area counties averaged
4.0 percent in October, 1996, compared to 4.3 percent for Ohio and 4.9 percent
for the United States. The per capita income in Peoples Federal's market area is
higher than the state average but lower than the national average and the
comparable group average. The median household income in the Association's
market area is modestly lower than the comparable group, but higher than the
Ohio and national averages. The market area is also characterized by median
housing values very similar to the comparable group, but lower than Ohio and the
United States. The market area is generally both suburban and agricultural, with
the manufacturing sector being the major business and employment sector,
followed by the services sector and then the wholesale/retail sector. The level
of financial competition in the Association's market area is moderate, but
dominated by the banking industry. Peoples Federal had net increases in deposits
in fiscal years 1994, 1995 and for the twelve months ended October 31, 1996, as
deposits exceeded withdrawals. In recognition of all these factors, we believe
that no adjustment is warranted for the Association's market area.
FINANCIAL CONDITION
The financial condition of Peoples Federal is discussed in Section I
and shown in Exhibits 1, 2, 5, 15, 16 and 17, and is compared to the comparable
group in Exhibits 41, 43 and 44. The Association's total equity ratio before
conversion was 10.21 percent at October 31, 1996, which was lower than the
comparable group at 13.65 percent, all thrifts
60
<PAGE>
Financial Condition (cont.)
at 12.88 percent and Midwest thrifts at 14.34 percent. With a conversion at the
midpoint, the Corporation's pro forma equity to assets ratio will increase to
approximately 19.4 percent, and the Association's pro forma equity to assets
ratio will increase to approximately 17.0 percent.
The Association's mix of assets indicates some areas of significant
variation from its comparable group. Peoples Federal had a higher share of net
loans at 93.06 percent of total assets at October 31, 1996, compared to the
comparable group at 74.55 percent and all thrifts at 66.04 percent. The
Association's absence of mortgage-backed securities compared to 7.38 percent for
the comparable group and 12.19 percent for all thrifts. The Association's 88.79
percent share of deposits was higher than that of the comparable group at 71.10,
reflecting Peoples Federal's absence of borrowed funds, compared to the
comparable group at 13.93 percent.
The Association was absent both repossessed assets and goodwill,
compared to minimal shares of 0.04 percent and 0.03 percent, respectively, for
the comparable group. All thrifts indicated repossessed assets of 0.56 percent
and goodwill and other intangible assets of 0.20 percent. The financial
condition of Peoples Federal is, however, affected by its higher level of
nonperforming assets at 1.28 percent of assets at October 31, 1996, compared to
a lower 0.57 percent for the comparable group. It should be recognized, however,
that the Association's historical ratio of nonperforming assets to total assets
decreased from 3.09 percent at June 30, 1992, to 1.41 at June 30, 1996,
averaging 2.33 percent for those five years, before decreasing to its October
31, 1996, level of 1.28 percent.
The Association had a similar share of high risk real estate loans at
13.34 percent compared to 13.62 percent for the comparable group and 13.14
percent for all thrifts. Peoples Federal had $326,000 in allowances for loan
losses or 28.27 percent of
61
<PAGE>
Financial Condition (cont.)
nonperforming assets at October 31, 1996, compared to the comparable group's
higher 110.17 percent, with Midwest thrifts at 149.55 percent and all thrifts at
a lower 93.97 percent. The Association's ratio is reflective of its historically
lower levels of repossessed real estate. Peoples Federal has also experienced
moderate levels of interest rate risk, as reflected by its exposure under
conditions of rising interest rates.
Overall, we believe that a moderate downward adjustment is warranted
for Peoples Federal's current financial condition.
DIVIDEND PAYMENTS
Peoples Federal has not indicated its intention to pay an initial cash
dividend. The future payment of cash dividends will be dependent upon such
factors as earnings performance, capital position, growth level, and regulatory
limitations. All ten institutions in the comparable group pay cash dividends for
an average dividend yield of 2.65 percent.
Currently, many thrifts are committing to initial cash dividends,
similar to the absence of such a dividend commitments in 1995 and early 1996. In
our opinion, no adjustment to the pro forma market value is warranted at this
time related to dividend payments.
SUBSCRIPTION INTEREST
The general interest in thrift conversion offerings was often difficult
to gauge in 1995. Based upon recent offerings, subscription and community
interest weakened significantly in early 1995, but regained some strength by the
second half of the year. In
62
<PAGE>
Subscription Interest (cont.)
the first half of 1996, interest in new issues was mixed, with the number of
conversions decreasing from the same period in 1995. The second half of 1996
suggests some renewed interest in thrift conversion offerings. Overall, such
interest has appears to be directly related to the financial performance and
condition of the thrift institution converting and the strength of the local
economy, as well as general market conditions and aftermarket price trends.
Peoples Federal will focus its offering to depositors and residents in
the market area. The board of directors and officers anticipate purchasing
approximately $1.9 million or approximately 15.2 percent of the conversion stock
based on the appraised midpoint valuation. Peoples Federal will form an 8.0
percent ESOP, which plans to purchase stock in the initial offering.
Additionally, the Prospectus restricts to $100,000 the amount of conversion
stock that may be purchased by a single account holder, or by such persons and
associates acting in concert.
The Association has secured the services of Charles Webb & Company, a
division of Keefe, Bruyette and Woods, Inc. ("KBW") to assist the Association in
the marketing and sale of the conversion stock. Based on the size of the
offering, current market conditions, local market interest and the terms of the
offering, we believe that no adjustment is warranted for the Association's
anticipated subscription interest.
LIQUIDITY OF THE STOCK
Peoples Federal will offer its shares through concurrent subscription
and community offerings with the assistance of KBW. If necessary, KBW will
conduct a syndicated community offering upon the completion of the subscription
and community offering. Peoples Federal will pursue at least two market makers
for the stock. The Association's offering is 47.9 percent smaller in size than
the comparable group. Therefore, we believe that a minimum downward adjustment
to the pro forma market value is warranted at this time relative to the
liquidity of the stock.
63
<PAGE>
MANAGEMENT
The president and chief executive officer of Peoples Federal is Douglas
Stewart, who has held that position since 1982, previously serving as executive
vice president of the Association. Mr. Stewart has been employed by the
Association since 1971, when he began as a teller, and a director since 1979.
Mr. Stewart and senior management of Peoples Federal have been able to
increase lending activity, as well as the Association's equity level and equity
ratio, over the past few years and the Association's asset quality has improved
significantly since 1992, although non-performing assets remain significantly
higher than both the comparable group and industry averages. Earnings, however,
have shown moderate fluctuation and the Association's return on assets has been
fairly flat during the past few years with some downward fluctuation, although
remaining higher than the comparable group and industry averages. Net interest
margin is currently identical to the comparable group average, but slightly
below the industry average. The Association's level of non-interest expense is
currently higher than the comparable group, but lower than all thrifts and
Midwest thrifts, and non-interest income indicates a decline since 1992. It is
our opinion that no adjustment to the pro forma market value is warranted for
management.
MARKETING OF THE ISSUE
The response to a newly issued thrift institution stock is more
difficult to predict, due to the volatility of new thrift stocks. Further, with
each conversion, there is a high level of uncertainty with regard to the stock
market particularly thrift institution stocks and interest rate trends. The
impact of recent increases in interest rates has made it more difficult for more
thrift institutions to strengthen their earnings and resulted in downward market
prices. Recent conflicts of opinion on interest rate trends and the recent rise
in
64
<PAGE>
Marketing of the Issue (cont.)
interest rates have resulted in some significant stock volatility. Further, the
impact of the difference in a thrift's premium level on deposits compared to
BIF-insured institutions is another key concern, along with the one time
assessment of SAIF-insured thrifts to increase the capitalization of the SAIF
insurance fund.
The necessity to build a new issue discount into the stock price of a
converting thrift has prevailed in the thrift industry in recognition of higher
uncertainty among investors as a result of the thrift industry's dependence on
interest rate trends. We believe that a new issue discount applied to the price
to book valuation approach continues and is considered to be reasonable and
necessary in the pricing of the Corporation, and we have made a maximum downward
adjustment to the Corporation's pro forma market value in recognition of the new
issue discount.
65
<PAGE>
VI. VALUATION METHODS
Under normal stock market conditions, the most frequently used method
for determining the pro forma market value of common stock for thrift
institutions by this firm is the price to book value ratio method. The focus on
the price to book value method is due to the volatility of earnings in the
thrift industry. As earnings in the thrift industry improved in late 1993, 1994,
1995 and 1996, there has been more emphasis placed on the price to earnings
method, but the price to book value method continues to be the primary valuation
method. These two pricing methods have both been used in determining the pro
forma market value of the Corporation.
In recognition of the volatility and variance in earnings due to
fluctuations in interest rates, the continued differences in asset and liability
repricing and the frequent disparity in value between the price to book approach
and the price to earnings approach, a third valuation method has been used, the
price to net assets method. The price to net assets method is used less often
for valuing ongoing institutions; however, this method becomes more useful in
valuing converting institutions when the equity position and earnings
performance of the institutions under consideration are different.
In addition to the pro forma market value, we have defined a valuation
range with the minimum of the range being 85.0 percent of the pro forma market
value, the maximum of the range being 115.0 percent of the pro forma market
value, and a super maximum being 115.0 percent of the maximum. The pro forma
market value or appraised value will also be referred to as the "midpoint
value".
66
<PAGE>
PRICE TO BOOK VALUE METHOD
The price to book value method focuses on a thrift institution's
financial condition, and does not give as much consideration to the
institution's performance as measured by net earnings. Therefore, this method is
sometimes considered less meaningful for institutions that do provide a
consistent earnings trend. Due to the earnings volatility of many thrift stocks,
the price to book value method is frequently used by investors who rely on an
institution's financial condition rather than earnings performance.
Consideration was given to the adjustments to the Association's pro
forma market value discussed in Section V. A minimum downward adjustments was
made for the liquidity of the stock, a moderate downward adjustment was made for
Peoples Federal's financial condition and a maximum downward adjustment was made
for the marketing of the issue. No adjustment was made for earnings performance,
dividend payments, subscription interest and the management of the Association.
Exhibit 50 shows the average and median price to book value ratios for
the comparable group which were 94.96 percent and 95.17 percent, respectively.
The total comparable group indicated a moderately wide range, from a low of
85.23 percent (Glenway Financial Corporation) to a high of 103.58 percent (GFS
Bancorp, Inc.). This variance cannot be attributed to any one factor such as the
institution's equity ratio or earnings performance. Excluding the low and the
high in this group, the price to book value range narrowed very modestly from a
low of 87.36 percent to a high of 103.26 percent.
Taking into consideration all of the previously mentioned items in
conjunction with the adjustments made in Section V, we have determined a pro
forma price to book value ratio of 63.51 percent at the midpoint, ranging from a
low of 58.83 percent at the minimum to a high of 71.33 percent at the super
maximum for the Corporation.
67
<PAGE>
Price to Book Value Method (cont.)
The Corporation's price to book value ratio of 63.51 is strongly
influenced by the Association's financial condition, its local market and
subscription interest in thrift stocks. Further, the Association's equity to
assets after conversion will be approximately 17.00 percent compared to 13.65
percent for the comparable group. Based on this price to book value ratio and
the Association's equity of $9,188,000 at October 31, 1996, the indicated pro
forma market value for the Association using this approach is $12,503,490 at the
midpoint (reference Exhibit 51).
PRICE TO EARNINGS METHOD
The focal point of this method is the determination of the earnings
base to be used and secondly, the determination of an appropriate price to
earnings multiple. The recent earnings position of Peoples Federal indicates
after tax net earnings for the twelve months ended October 31, 1996, of
$523,000. Exhibit 7 indicates the derivation of the Association's core or
normalized earnings of $825,000 for the twelve months ended October 31, 1996. To
arrive at the pro forma market value of the Association by means of the price to
earnings method, we deemed net earnings to be not meaningful, due primarily to
the non-recurring expense related to the SAIF special assessment realized in the
third quarter of 1996, and used the core earnings base of $825,000.
In determining the price to core earnings multiple, we reviewed the
range of price to core earnings multiples for the comparable group and all
publicly-traded thrifts. The average price to core earnings multiple for the
comparable group was 16.83, while the median was 15.04. The comparable group's
price to core earnings multiple was lower than the average for all
publicly-traded, SAIF-insured thrifts of 18.10, but slightly higher than their
median of 15.49. The range in the price to core earnings multiple for the
comparable group was from a low of 10.09 (FFW Corp.) to a high of 31.51 (First
Mutual Bancorp, Inc.). The primary range in the price to core earnings multiple
for the
68
<PAGE>
Price to Earnings Method (cont.)
comparable group, excluding the high and low ranges, was from a low price to
core earnings multiple of 11.35 to a high of 22.62 times earnings for eight of
the ten institutions in the group.
Consideration was given to the adjustments to the Corporation's pro
forma market value discussed in Section V. In recognition of these adjustments,
we have determined a price to core earnings multiple of 12.06 at the midpoint,
based on Peoples Federal's core earnings of $825,000 for twelve months ended
October 31, 1996. Based on the Association's core earnings base of $825,000
(reference Exhibit 49), the pro forma market value of the Corporation using the
price to earnings method is $12,501,011 at the midpoint.
PRICE TO NET ASSETS METHOD
The final valuation method is the price to net assets method. This
method is not as frequently used due to the fact that it does not focus as much
on an institution's equity position or earnings performance. Exhibit 50
indicates that the average price to net assets ratio for the comparable group
was 12.90 percent and the median was 11.96 percent. The range in the price to
net assets ratios for the comparable group varied from a low of 7.91 percent
(Glenway Financial Corp.) to a high of 18.38 percent (First Mutual Bancorp,
Inc.). It narrows very modestly with the elimination of the two extremes in the
group to a low of 8.49 percent and a high of 17.88 percent.
Based on the adjustments made previously for Peoples Federal, it is our
opinion that an appropriate price to net assets ratio for the Corporation is
12.26 percent at the midpoint, which is slightly lower than the comparable group
at 12.90 percent and ranges from a low of 10.61 percent at the minimum to 15.61
percent at the super maximum. Based on the Association's October 31, 1996, asset
base of $89,963,000, the indicated pro forma market value of the Corporation
using the price to net assets method is $12,498,774 at the midpoint (reference
Exhibit 49).
69
<PAGE>
VALUATION CONCLUSION
Exhibit 55 provides a summary of the valuation premium or discount for
each of the valuation ranges when compared to the comparable group based on each
of the valuation approaches. At the midpoint value, the price to book value
ratio of 63.51 percent for the Corporation represents a discount of 33.12
percent relative to the comparable group and decreases to 24.88 percent at the
super maximum. The price to core earnings multiple of 12.06 for the Corporation
at the midpoint value indicates a discount of 27.92 percent, decreasing to 6.04
percent at the super maximum. The price to assets ratio at the midpoint
represents a discount of 4.98 percent, changing to a premium of 20.96 percent at
the super maximum.
It is our opinion that as of January 10, 1997, the pro forma market
value of the Corporation is $12,500,000 at the midpoint, representing 1,250,000
shares at $10.00 per share. The pro forma valuation range of the Corporation is
from a minimum of $10,625,000 or 1,062,500 shares at $10.00 per share to a
maximum of $14,375,000 or 1,437,500 shares at $10.00 per share, with such range
being defined as 15 percent below the appraised value to 15 percent above the
appraised value. The super maximum is $16,531,250 or 2,653,125 shares at $10.00
per share (reference Exhibits 51 to 54).
The appraised value of Peoples-Sidney Financial Corporation as of
January 10, 1997, is $12,500,000 at the midpoint.
70
<PAGE>
NUMERICAL
EXHIBITS
<PAGE>
EXHIBIT 1
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
SIDNEY, OHIO
Statements of Financial Condition
At October 31, 1996, and at June 30, 1996
(Unaudited)
October 31, June 30,
1996 1996
----------- -----------
ASSETS
Cash and amounts due from depository institutions $ 612,568 $ 365,614
Interest-bearing deposits in other banks 1,181,319 1,355,195
Overnight deposits --- 1,000,000
------------ -----------
Total cash and cash equivalents 1,793,887 2,720,809
Time deposits with other financial institutions 100,000 1,100,000
Investment securities held to maturity
(Estimated fair value of $2,091,170, and
$2,575,990 at October 31, 1996, and
June 30, 1996.) 2,098,734 2,598,404
Loans receivable, net 83,720,691 78,232,660
Accrued interest receivable 643,602 622,962
Premises and equipment, net 780,009 797,671
Federal Home Loan Bank stock available for sale 678,700 667,000
Other assets 146,915 142,469
------------ -----------
Total assets $ 89,962,538 $86,881,975
============ ===========
LIABILITIES
Deposits $ 79,878,905 $77,317,506
Accrued expense and other liabilities 895,712 351,932
------------ -----------
Total liabilities 80,774,617 77,669,438
MEMBERS' EQUITY
Retained earnings, substantially restricted 9,187,921 9,212,537
------------ -----------
Total members' equity 9,187,921 9,212,537
------------ -----------
Total liabilities and equity $ 89,962,538 $86,881,975
============ ===========
Source: Peoples Federal Savings and Loan Association's audited and
unaudited financial statements
71
<PAGE>
EXHIBIT 2
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
SIDNEY, OHIO
Consolidated Balance Sheets
At June 30, 1992 through 1995
1995 1994 1993 1992
ASSETS ----------- ----------- ----------- -----------
Cash $ 462,724 $ 563,348 $ 406,484 $ 523,867
Deposits with other
financial institutions 877,444 1,391,859 2,415,424 279,005
Overnight deposits 500,000 2,000,000 --- 8,000,000
----------- ----------- ----------- -----------
Total cash and
cash equivalents 1,840,168 3,955,207 2,821,908 8,802,872
Investment securities
(estimated fair market value
of $3,074,998, $3,544,010,
$4,484,940 $4,128,931 in
1995, 1994, 1993, and 1992
respectively) 3,098,335 3,596,240 4,433,954 4,101,083
Loans receivable, net 71,932,721 66,610,151 62,867,581 57,848,421
Accrued interest receivable 555,928 464,846 524,274 537,032
Real estate owned --- 73,707 218,208 ---
Premises and equipment, net 814,382 791,297 799,619 831,679
Federal Home Loan Bank stock 622,400 571,900 545,100 534,700
Deferred federal income tax --- --- 54,179 102,206
Other assets 112,511 70,908 65,557 126,927
----------- ----------- ----------- -----------
Total assets 78,976,445 76,134,256 72,330,380 72,884,920
=========== =========== =========== ===========
LIABILITIES
Deposits 70,305,950 68,366,861 65,167,945 66,539,765
Accrued federal income tax 309,684 241,763 112,844 116,806
Other accrued expenses
and liabilities --- --- 109,568 63,084
----------- ----------- ----------- -----------
70,615,634 68,608,624 65,390,357 66,719,655
MEMBERS' EQUITY
Retained earnings,
substantially restricted 8,360,811 7,525,632 6,940,023 6,165,265
----------- ----------- ----------- -----------
Total liabilities and equity $78,976,445 $76,134,256 $72,330,380 $72,884,920
=========== =========== =========== ===========
Source: Peoples Federal Savings and Loan Association's audited
financial statements
72
<PAGE>
EXHIBIT 3
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
SIDNEY, OHIO
Consolidated Statements of Income
For the four months ended October 31, 1995 and 1996, and
For the year endedJune 30, 1996
For the four months Year ended
ended October 31, June 30,
1996 1995 1996
---------- ---------- ----------
(Unaudited)
Interest income:
Interest and fees on loans $2,166,958 $1,991,456 $6,048,141
Interest on investments 43,613 51,052 150,483
Interest on interest-bearing
deposits and overnight deposits 36,607 66,430 269,849
Dividends on Federal
Home Loan Bank stock 15,659 14,706 44,781
---------- ---------- ----------
Total interest income 2,262,837 2,123,644 6,513,254
Interest expense:
Interest on deposits 1,278,401 1,181,418 3,706,608
Interest on other borrowings 33,221 --- ---
---------- ---------- ----------
Total interest expense 1,311,622 1,181,418 3,706,608
---------- ---------- ----------
Net interest income 951,215 942,226 2,806,646
Provision for loan losses 20,589 8,477 68,447
---------- ---------- ----------
Net interest income after
provision for loan losses 930,626 933,749 2,738,199
Noninterest income
Service fees and other charges 20,710 16,324 57,473
Noninterest expense
Compensation and benefits 222,400 216,735 665,728
Occupancy and equipment 47,136 39,817 123,922
Computer processing expense 47,141 47,150 138,926
FDIC deposit insurance premiums 514,654 53,273 165,917
State franchise taxes 42,302 37,846 120,222
Other 115,000 94,646 288,720
---------- ---------- ----------
Total noninterest expense 988,633 489,467 1,503,435
Income (loss) before income taxes
and accounting change (37,297) 460,606 1,292,237
Provision for income taxes (12,681) 156,606 440,511
---------- ---------- ----------
Income (loss) before accounting change (24,616) 304,000 851,726
Cumulative effect of change
in accounting for income taxes --- --- ---
Net income (loss) $ (24,616) $ 304,000 $ 851,726
========== ========= ==========
Source: Peoples Federal Savings and Loan Association's audited and
unaudited financial statements
73
<PAGE>
EXHIBIT 4
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
SIDNEY, OHIO
Consolidated Statements of Income
Years ended June 30, 1992 through 1995
Year ended June 30,
----------------------------------------------
1995 1994 1993 1992
---------- ---------- ---------- ----------
Interest income:
Interest and fees on loans $5,404,797 $4,750,726 $4,948,263 $5,443,646
Intrest and dividends
on investments 319,635 319,997 408,275 662,834
---------- ---------- ---------- ----------
Total interest income 5,724,432 5,070,723 5,356,538 6,106,480
---------- ---------- ---------- ----------
Interest expense:
Interest ond eposits (Net of
penalties collected on early
withdrawals:1995-$10,167;
1994-$8,652; 1993-$4,480;
1992-$5,568) 2,968,012 2,636,990 2,897,573 4,081,495
Total interest expense 2,968,012 2,636,990 2,897,573 4,081,495
--------- ---------- ---------- ----------
Net interest income 2,756,420 2,433,733 2,458,965 2,024,985
Provision for loan losses 54,734 82,585 40,796 53,433
---------- ---------- ---------- ----------
Net interest income after
provision for loan losses 2,701,686 2,351,148 2,418,169 1,971,552
Noninterest income:
Service fees and other charges 59,941 65,174 91,385 89,617
Interest income from IRS --- --- 95,339 71,180
---------- ---------- ---------- ----------
Total noninterest income 59,941 65,174 186,724 160,797
---------- ---------- ---------- ----------
Noninterest expense
Compensation and benefits 675,126 632,155 580,803 551,867
Occupancy and expenses 127,580 109,795 142,964 153,928
Computer processing expense 143,495 140,515 138,762 144,792
FDIC deposit insurance premiums 156,672 149,850 121,245 140,829
Interest expense on
IRS settlement --- --- --- 383,465
Other 391,889 394,956 410,591 329,020
---------- ---------- ---------- ----------
Total noninterest expenses 1,494,762 1,427,271 1,394,365 1,703,901
---------- ---------- ---------- ----------
Income before income taxes
and accounting change 1,266,865 989,051 1,210,528 428,448
Provision for income taxes 431,686 334,018 435,770 283,729
---------- ---------- ---------- ----------
Income before accounting
change 835,179 655,033 774,758 144,719
Cumulative effect of change in
accounting for income taxes --- (69,424) --- ---
---------- ---------- ---------- ----------
Net income $ 835,179 $ 585,609 $ 774,758 $ 144,719
========== ========== ========== ==========
Source: Peoples Federal Savings and Loan Association's audited
financial statements
74
<PAGE>
EXHIBIT 5
Selected Financial Condition Data At October
31, 1996, and at June 30, 1992 through 1996
<TABLE>
<CAPTION>
October 31, June 30,
------------ ------------------------------------------------------
1996(1) 1996 1995 1994 1993 1992
------------ ------------------------------------------------------
(In thousands)
Selected Financial Condition Data:
<S> <C> <C> <C> <C> <C> <C>
Total assets $ 89,962 $ 86,882 $ 78,976 $ 76,134 $ 72,276 $ 72,885
Loans receivable, net(2) 83,721 78,233 71,933 66,610 62,867 57,848
Investment securities 2,099 2,598 3,098 3,596 4,434 4,101
FHLMC stock 679 667 622 572 545 535
Time deposits with other financial
institutions 100 1,100 --- --- --- ---
Deposits 79,879 77,318 70,306 68,367 65,168 66,540
Retained earnings --
substantially restricted 9,188 9,212 8,361 7,526 6,940 6,165
<FN>
(1) Financial information at October 31, 1996, is derived from unaudited
financial data, but in the opinion of management, reflects all adjustments
(consisting only of normal recurring adjustments) which are necessary to
present fairly the results for such interim periods.
(2) Loans receivable are shown net of loans in process, net deferred loan
origination fees and the allowance for loan losses.
</FN>
</TABLE>
Source: Peoples-Sidney Financial Corp.'s prospectus
75
<PAGE>
EXHIBIT 6
Income and Expense Trends
For the Fiscal Years Ended June 30, 1992 through 1996 and
For the Four Months Ended October 31, 1995 and 1996
<TABLE>
<CAPTION>
Four Months Ended Year Ended
October 31, June 30,
------------------------ ------------------------------------------------------
1996(1) 1995(1) 1996 1995 1994 1993 1992
------------------------ ------------------------------------------------------
Selected Operations Data: (In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Total interest income $ 2,263 $ 2,123 $ 6,513 $ 5,725 $ 5,071 $ 5,357 $ 6,106
Total interest expense 1,312 1,181 3,706 2,968 2,637 2,898 4,081
------------- ---------------------- ---------- ---------------------- -----------
Net interest income 951 942 2,807 2,757 2,434 2,459 2,025
Provision for loan losses 20 8 68 55 83 41 53
------------- ---------------------- ---------- ---------------------- -----------
Net interest income after
provision for loan losses 931 934 2,739 2,702 2,351 2,418 1,972
Service fees and other charges 21 16 57 60 65 91 90
Other non-interest income(2) --- --- --- --- --- 95 71
------------- ---------------------- ---------- ---------------------- -----------
Total non-interest income 21 16 57 60 65 186 161
Total non-interest expense(2) 989 489 1,504 1,495 1,427 1,394 1,704
------------- ---------------------- ---------- ---------------------- -----------
Income (loss) before taxes
and accounting change (37) 461 1,292 1,267 989 1,210 429
Provision for income taxes 12 157 440 432 334 435 284
Cumulative effect of change in
accounting for income taxes --- --- --- --- (69) --- ---
------------- ---------------------- ---------- ---------------------- -----------
Net income (loss) $ (25) $ 304 $ 852 $ 835 $ 586 $ 775 $ 145
============= ====================== ========== ====================== ===========
<FN>
(1) Financial information for the four month periods ended October 31, 1996 and
1995 is derived from unaudited financial data, but in the opinion of
management, reflects all adjustments (consisting only of normal recurring
adjustments) which are necessary to present fairly the results for such
interim periods.
(2) During 1992, the Association lost an appeal with the Internal Revenue
Service regarding adjustments to its federal income taxes for the calendar
years 1973 through 1980. Net federal income taxes, interest expense and
interest income associated with these adjustments amounted to $117,000,
$383,000 and $71,000, respectively, and have been included in the Statement
of Income for the year ended June 30, 1992. The Association overestimated
the interest associated with the Internal Revenue Service federal income
tax adjustments for the years noted. As a result, the Association received
a refund of interest of $95,000 which was included in noninterest income
for the year ended June 30, 1993.
</FN>
</TABLE>
Source: Peoples-Sidney Financial Corp.'s prospectus
76
<PAGE>
EXHIBIT 7
Normalized Earnings Trend
For the Twelve Months Ended October 31, 1996, and
For the Fiscal Years Ended June 30, 1994, 1995 and 1996
<TABLE>
<CAPTION>
Twelve
months
Ended Fiscal years ended
October June 30,
31, -----------------------------------
1996 1996 1995 1994
---------- ---------- ----------- ------------
(Dollars In Thousands)
<S> <C> <C> <C> <C>
Net income after taxes $ 523 $ 852 $ 835 $ 586
Net income before taxes but after
effect of accounting adjustments 794 1,292 1,267 920
Income adjustments --- --- --- ---
Expense adjustments
Effect of change in accounting --- --- --- (69)
SAIF assessment (456) --- --- ---
Normalized earnings before taxes 1,250 1,292 1,267 989
Taxes 425(1) 441 432 334
------------ ---------- ----------- ------------
Normalized earnings after taxes$ 825 $ 851 $ 835 $ 655
============ ========== =========== ============
<FN>
(1) Based on tax rate of 34.00 percent
</FN>
</TABLE>
Source: Peoples Federal Savings and Loan Association's audited and unaudited
financial statements
77
<PAGE>
EXHIBIT 8
Performance Indicators
For The Four Months Ended October 31, 1995 and 1996
For the Fiscal Years Ended June 30, 1992 through 1996
<TABLE>
<CAPTION>
Four Months Ended
October 31, Years ended June 30,
-------------------- ----------------------------------------------------
1996(1) 1995(1) 1996 1995 1994 1993 1992
-------------------- ----------------------------------------------------
Selected Financial Ratios and Other Data:
Performance Ratios:
<S> <C> <C> <C> <C> <C> <C> <C>
Return on assets (ratio of net
income to average total assets) (0.09)% 1.12% 1.01% 1.07% 0.79% 1.07% 0.20%
Return on retained earnings (ratio
of net income to average equity) (0.80)% 10.72% 9.70% 10.55% 8.10% 11.84% 2.60%
Interest rate spread information(2):
Average during period 2.90% 3.13% 2.97% 3.30% 3.05% 3.19% 2.50%
End of period 2.66% 2.77% 2.74% 3.08% 2.99% 3.12% 2.40%
Net interest margin(3) 3.32% 3.55% 3.41% 3.66% 3.35% 3.49% 2.88%
Ratio of operating expense
to average total assets 3.37% 1.80% 1.78% 1.93% 1.91% 1.92% 2.37%
Ratio of average interest-
earning assets to average
interest-bearing liabilities 109.00% 110.00% 110.00% 109.00% 108.00% 107.00% 107.00%
Quality Ratios:
Non-performing assets to total
assets at end of period(4) 1.28% 1.36% 1.41% 1.80% 2.10% 3.26% 3.09%
Allowance for loan losses to
non-performing loans 28.27% 22.50% 25.14% 17.70% 12.98% 5.79% 4.18%
Allowance for loan losses to
gross loans receivable(5) 0.37% 0.35% 0.37% 0.33% 0.29% 0.19% 0.16%
Capital Ratios:
Retained earnings to total
assets at end of period 10.21% 10.27% 10.60% 10.59% 9.88% 9.60% 8.46%
Average retained earnings to
average assets 10.49% 10.45% 10.43% 10.24% 9.70% 9.03% 7.74%
</TABLE>
Source: Peoples-Sidney Financial Corp.'s Prospectus
78
<PAGE>
EXHIBIT 8
(continued)
Performance Indicators
For The Four Months Ended October 31, 1995 and 1996
For the Fiscal Years Ended June 30, 1992 through 1996
(1) Financial information at October 31, 1996, and for the four month periods
ended October 31, 1996 and 1995, is derived from unaudited financial data,
but in the opinion of management, reflects all adjustments (consisting only
of normal recurring adjustments) which are necessary to present fairly the
results for such interim periods. Ratio data for the four month periods
ended October 31, 1996 and 1995 are not necessarily indicative of the
results that may be expected for the year ending June 30, 1997.
(2) The average interest rate spread represents the difference between the
weighted average yield on interest-earning assets and the weighted averaged
cost of interest-bearing liabilities.
(3) The net interest margin represents net interest income as a percent of
average interest-earning assets.
(4) Non-performing assets consist of non-performing loans and foreclosed
assets. Non-performing loans consist of all loans 90 days or more past due
and still accruing all other non-accrual loans. (5) Gross loans receivable
are stated at unpaid principal balances.
Source: Peoples-Sidney Financial Corp.'s Prospectus
79
<PAGE>
EXHIBIT 9
Volume/Rate Analysis
For the Four Months Ended October 31, 1996 and 1995
For the Fiscal Years Ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
Nine Months Ended
October 31, Year ended June 30,
---------------------------- --------------------------------------------------------------
1995 vs. 1996 1995 vs. 1996 1994 vs. 1995
---------------------------- ------------------------------- ------------------------------
Increase Increase Increase
(Decrease) (Decrease) (Decrease)
Due to Total Due to Total Due to Total
---------------- Increase ------------------- Increase ------------------ Increase
Volume Rate (Decrease) Volume Rate (Decrease) Volume Rate (Decrease)
------ ---- ---------- ------ ---- ---------- ------ ---- ----------
(In thousands)
Interest-earning assets:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loans receivable $ 228 $ (53) $ 175 $ 371 $ 273 $ 644 $ 345 $ 308 $ 653
Interest-earning deposits (34) 4 (30) 142 7 149 (58) 66 8
Investment securities (5) (2) (7) (15) 4 (11) (16) (3) (19)
FHLB stock 1 1 2 3 4 7 2 9 11
-------- -------- --------- --------- --------- --------- ----------- -------- --------
Total interest-earning
assets $ 190 $ (50) $ 140 $ 501 $ 288 $ 789 $ 273 $ 380 $ 653
======== ======== --------- ========= ========= --------- =========== ======== --------
Interest bearing liabilities:
Savings deposits $ (3) $ (1) $ (4) $ (31) $ (8) $ (39) $ (26) $ -- $ (26)
Demand and NOW deposits (3) 1 (2) (6) (4) (10) (9) 2 (7)
Borrowings 33 -- 33 -- -- -- -- -- --
Certificate accounts 95 9 104 393 394 787 151 213 364
-------- -------- ---------- --------- --------- --------- ---------- -------- --------
Total interest-bearing
liabilities $ 122 $ 9 $ 131 $ 356 $ 382 $ 738 $ 116 $ 215 $ 331
======== ======== ---------- ========= ========= --------- ========== ======== --------
Net interest income $ 9 $ 51 $ 322
========== ========= =======
</TABLE>
Source: Peoples-Sidney Financial Corp.'s prospectus
80
<PAGE>
EXHIBIT 10
Yield and Cost Trends
At October 31, 1996 and,
For the Four Months Ended October 31, 1996 and 1995,
and For the Fiscal Years Ended June 30, 1994 through 1996
<TABLE>
<CAPTION>
Four Months Ended
At October 31, Year ended June 30,
October 31, --------------------- --------------------------------
1996 1996(3) 1995(3) 1996 1995 1994
---------- ---------- ---------- --------- ---------- ----------
Average Average Average Average Average Average
Rate Rate Rate Rate Rate Rate
---------- ---------- ---------- --------- ---------- ----------
Interest-earning assets:
<S> <C> <C> <C> <C> <C> <C>
Loans receivable(1) 7.92% 8.04% 8.25% 8.17% 7.78% 7.32%
Interest-bearing deposits 5.45% 5.70% 5.32% 5.57% 5.28% 2.92%
Investment securities(2) 5.59% 5.24% 5.47% 5.45% 5.33% 5.43%
FHLB stock 7.04% 7.14% 6.72% 7.03% 6.43% 4.86%
--------- ---------- ---------- --------- ---------- ----------
Total interest-earning assets 7.83% 7.90% 8.01% 7.91% 7.60% 6.98%
Interest-bearing liabilities:
Savings deposits 3.05% 3.05% 3.08% 3.05% 3.09% 3.09%
Demand and NOW deposits 2.42% 2.38% 2.34% 2.36% 2.45% 2.41%
Certificate accounts 6.00% 5.83% 5.79% 5.84% 5.02% 4.53%
Borrowings -- 5.68% -- -- -- --
-------- ---------- ---------- --------- ---------- ----------
Total interest-bearing
liabilities 5.17% 5.00% 4.88% 4.94% 4.30% 3.93%
Net interest rate spread(3) 2.66% 2.90% 3.13% 2.97% 3.30% 3.05%
Net interest margin(4) --- 3.32% 3.55% 3.41% 3.66% 3.35%
<FN>
(1) Amount is net of loans in process, net deferred loan origination fees and
allowance for loan losses and includes non-performing loans.
(2) Includes unamortized discounts and premiums.
(3) Net interest rate spread represents the difference between the yield on
interest-earning assets and the cost of interest-bearing liabilities.
(4) Net interest margin represents net interest income divided by average
interest-earning assets.
</FN>
</TABLE>
Source: Peoples-Sidney Financial Corp.'s prospectus
81
<PAGE>
EXHIBIT 11
Interest Rate Sensitivity of Net Portfolio Value (NPV)
At September 30, 1996
<TABLE>
<CAPTION>
Target Limit
Under
Net Portfolio Value Asset/Liability
Change ------------------------------------------ Management
in Rates $ Amount $ Change % Change Policy
- ------------ ------------------------------------------ ----------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
+400 $ 5,888 $ (2,919) (33.1)% (75)%
+300 6,904 (1,903) (21.6) (45)
+200 7,900 (907) (10.3) (20)
+100 8,638 (169 (1.9) (10)
Static 8,807 0 0.0 0
(100) 8,668 (138) (1.6) (10)
(200) 8,092 (715) (8.1) (20)
(300) 7,624 (1,182) (13.4) (45)
(400) 7,632 (1,175) (13.3) (75)
</TABLE>
Source: Peoples-Sidney Financial Corp.'s prospectus
82
<PAGE>
EXHIBIT 12
Loan Portfolio Composition
At October 31, 1996, and at June 30, 1992 through 1996
<TABLE>
<CAPTION>
At October 31, At June 30,
-------------------- ----------------------------------------------------------------------------------
1996 1996 1995 1994 1993
-------------------- ---------------------------------------- -----------------------------------------
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
-------------------- ---------------------------------------- -----------------------------------------
(Dollars in thousands)
Real Estate Loans:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One- to four-family $ 68,969 78.38% $ 65,448 79.60% $ 59,181 78.95% $ 53,531 77.64% $ 51,547 78.72%
Construction or
development 9,121 10.37% 7,091 8.63% 6,639 8.86% 6,254 9.07% 5,185 7.92%
Commercial 5,490 6.24% 5,302 6.45% 5,750 7.67% 6,080 8.82% 5,595 8.54%
Multi-family 456 0.52% 485 0.59% 335 0.45% 579 0.84% 624 0.95%
Land 1,357 1.54% 1,342 1.63% 909 1.21% 805 1.16% 810 1.24%
------------------- ---------------------------------------- ------------------------------------------
Total real estate
loans 85,393 97.05% 79,668 96.90% 72,814 97.14% 67,249 97.53% 63,761 97.37%
------------------- ---------------------------------------- ------------------------------------------
Other Loans:
Consumer loans: 1,272 1.44% 1,274 1.55% 1,042 1.39% 706 1.02% 689 1.05%
Automobile 226 0.26% 167 0.20% 262 0.35% 190 0.28% 188 0.29%
Deposit account 254 0.29% 183 0.22% 43 0.05% -- -- --
Home equity -- 803 0.91% 844 1.03% 778 1.04% 749 1.09% 764 1.17%
Other ------------------ ---------------------------------------- ------------------------------------------
Total consumer
loans 2,555 2.90% 2,468 3.00% 2,125 2.83% 1,645 2.39% 1,641 2.51%
------------------ ---------------------------------------- ------------------------------------------
Commercial loans 41 0.05% 81 0.10% 22 0.03% 55 0.08% 79 0.12%
------------------ ---------------------------------------- ------------------------------------------
Total loans 87,989 100.00% 82,217 100.00% 74,961 100.00% 68,949 100.00% 65,481 100.00%
========= ========== ========= ========== ==========
Less:
Loans in process (3,773) (3,508) (2,579) (1,929) (2,213)
Deferred fees and
discounts (169) (169) (198) (212) (278)
Allowance for losses (326) (307) (251) (198) (123)
--------- ---------- ----------- ---------- ----------
Total loans
receivable, net $ 83,721 $ 78,233 $ 71,933 $ 66,610 $ 62,867
========= ========== =========== ========== ==========
</TABLE>
<PAGE>
EXHIBIT 12 (continued)
Loan Portfolio Composition
At October 31, 1996, and at June 30, 1992 through 1996
At June 30,
---------------------
1992
---------------------
Amount Percent
---------------------
Real Estate Loans:
One- to four-family $ 46,079 76.97%
Construction or
development 4,498 7.51%
Commercial 5,726 9.56%
Multi-family 855 1.43%
Land 805 1.35%
--------------------
Total real estate
loans 57,963 96.82%
--------------------
Other Loans:
Consumer loans: 835 1.39%
Automobile 292 0.49%
Deposit account -- --
Home equity -- 683 1.14%
Other --------------------
Total consumer
loans 1,810 3.02%
--------------------
Commercial loans 93 0.16%
--------------------
Total loans 59,866 100.00%
=========
Less:
Loans in process (1,575)
Deferred fees and
discounts (349)
Allowance for losse s (94)
-----------
Total loans
receivable, net $ 57,848
===========
Source: Peoples-Sidney Financial Corp.'s prospectus
83
<PAGE>
EXHIBIT 13
Loan Maturity Schedule
At October 31, 1996
<TABLE>
<CAPTION>
Real Estate
----------------------------------------------
One- to four-Family and
Construction or Multi-family,
Development Commercial and Land Consumer Commercial Business Total
----------------------------------------------------------------------------------------------------------
Weighted Weighted Weighted Weighted Weighted
Average Average Average Average Average
Amount Rate Amount Rate Amount Rate Amount Rate Amount Rate
----------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 year or less(1) $ 22,834 7.74% $ 4,693 7.96% $ 819 9.89% $ 30 12.50% $ 28,376 7.84%
Over 1 year - 3 years 18,623 7.88 1,055 7.94 806 9.79 11 9.49 20,495 7.96
Over 3 years - 5 years 15,191 7.73 894 7.86 883 9.66 --- --- 16,968 7.84
Over 5 years - 10 years 3,386 8.45 286 8.56 47 10.34 --- --- 3,719 8.48
Over 10 years - 20 years 17,414 7.92 375 8.47 --- --- --- --- 17,789 7.93
Over 20 years 642 8.09 --- --- --- --- --- --- 642 8.09
----------------------------------------------------------------------------------------------------------
Total $ 78,090 7.85% $ 7,303 7.99% $ 2,555 9.79% $ 41 11.69% $ 87,989 7.92%
==========================================================================================================
- --------------------------------------------
<FN>
(1) Includes demand loans, loans having no stated maturity and overdraft loans.
</FN>
</TABLE>
Source: Peoples-Sidney Financial Corp.'s prospectus.
84
<PAGE>
EXHIBIT 14
Loan Originations
For The Four Months Ended October 31, 1996, and
For the Years Ended June 30, 1994 through 1996
<TABLE>
<CAPTION>
For the four
months ended For the years ended June 30,
October 31, -------------------------------
1996 1996 1995 1994
---- ---- ---- ----
(In thousands)
Originations by type:
Adjustable rate:
Real estate:
<S> <C> <C> <C> <C>
One- to four-family $ 6,648 $ 15,044 $ 13,961 $ 15,175
Commercial 1,030 1,366 747 1,391
Multi-family -- 180 -- 265
Non-real estate:
Consumer -- -- -- --
Commercial business -- -- -- --
------------- ---------- ---------- -----------
Total adjustable-rate 7,678 16,590 14,708 16,831
Fixed rate:
Real estate:
One- to four-family 3,532 9,458 2,964 3,958
Commercial 201 121 25 77
Multi-family -- -- -- --
Non-real estate:
Consumer 802 2,087 1,855 1,245
Commercial business -- 87 79 135
------------- ---------- ---------- -----------
Total fixed-rate 4,535 11,753 4,923 5,415
------------- ---------- ---------- -----------
Total loans originated 12,213 28,343 19,631 22,246
------------- ---------- ---------- -----------
Principal repayments (6,599) (21,939) (14,115) (18,112)
------------- ---------- ---------- -----------
Total reductions (6,599) (21,939) (14,115) (18,112)
Increase (decrease) (63) (52) (149) (269)
in other items, net(1) ------------- ---------- ---------- -----------
Net increase (decrease) $ 5,551 $ 6,352 $ 5,367 $ 3,865
============= ========== ========== ===========
- -----------------------------
<FN>
(1) Includes provision for loan losses, net deferred loan origination fees and
transfers to foreclosed assets.
</FN>
</TABLE>
Source: Peoples-Sidney Financial Corp.'s prospectus
85
<PAGE>
EXHIBIT 15
Delinquent Loans
At October 31, 1996
<TABLE>
<CAPTION>
Loans Delinquent For:
-----------------------------------------------------------------
60-89 Days 90 Days and Over Total Delinquent Loans
-------------------------------- -------------------------------- -------------------------------
Percent Percent Percent
of Loan of Loan of Loan
Number Amount Category Number Amount Category Number Amount Category
---------- ---------- ---------- ---------- ---------- ---------- --------- ---------- ----------
(Dollars in thousands)
Real Estate:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One- to Four-family 14 $ 599 0.87% 29 $ 778 1.13% 43 $ 1,377 2.00%
Multi-family - - - - - - - - -
Commercial - - - 5 304 5.54% 5 304 5.54%
Land - - 1 49 3.61% 1 49 3.61%
Construction or development 1 33 0.36% - - - 1 33 0.36%
Consumer 7 29 1.14% 7 22 0.86% 14 51 2.00%
Commercial business - - - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total 22 $ 661 0.75% 42 $ 1,153 1.31% 64 $ 1,814 2.06%
========== ========== ========== ========== ========== ==========
</TABLE>
Source: Peoples-Sidney Financial Corp.'s prospectus
86
<PAGE>
EXHIBIT 16
Nonperforming Assets
At September 30, 1996, and at December 31, 1995 through 1993
<TABLE>
<CAPTION>
October 31, June 30,
---------- --------------------------------------------
1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
(Dollars in thousands)
Non-accruing loans:
<S> <C> <C> <C> <C> <C> <C>
One- to four-family $ 620 $ 564 $ 494 $ 711 $ 664 $ 753
Multi-family -- -- -- -- -- --
Commercial real estate 211 211 -- 17 18 47
Land 49 51 214 192 -- --
Construction or development -- -- -- -- -- --
Consumer -- -- -- -- -- --
Commercial business -- -- -- -- -- --
-------- ------- -------- --------- -------- --------
Total 880 826 708 920 682 800
Accruing loans delinquent
more than 90 days:
One- to four-family 158 326 604 564 1,337 1,221
Multi-family -- -- -- -- -- --
Commercial real estate 93 58 86 35 105 218
Land -- -- -- -- -- --
Construction or development -- -- -- -- -- --
Consumer 22 11 20 7 -- 12
Commercial business -- -- -- -- 17 --
-------- ------- ------ ------- ------- ------
Total 273 395 710 606 1,459 1,451
-------- ------- ------ ------- ------- ------
Foreclosed assets:
One- to four-family -- -- -- -- -- --
Multi-family -- -- -- 74 -- --
Commercial real estate -- -- -- -- 218 --
Land -- -- -- -- -- --
Construction or development -- -- -- -- -- --
Consumer -- -- -- -- -- --
Commercial business -- -- -- -- -- --
-------- --------- -------- --------- -------- --------
Total -- -- -- 74 218 --
-------- --------- -------- --------- -------- --------
Total non-performing assets $ 1,153 $ 1,221 $ 1,418 $ 1,600 $ 2,359 $ 2,251
======== ========= ======== ========= ======== ========
Total as a percentage
of total assets 1.28% 1.41% 1.80% 2.10% 3.26% 3.09%
======== ========= ======== ========= ======== ========
</TABLE>
Source: Peoples-Sidney Financial Corp.'s prospectus
87
<PAGE>
EXHIBIT 17
Classified Assets
At October 31, 1996
(Dollars in thousands)
Classified Assets:
Substandard $ 895
Doubtful -
Loss 7
------------
Total classified assets $ 902
============
General valuation allowance $ 320
============
Specific valuation allowance $ -
============
Source: Peoples-Sidney Financial Corp.'s prospectus
88
<PAGE>
EXHIBIT 18
Allowance for Loan Losses
For the Four Months Ended October 31, 1996, and
For the Fiscal Years Ended June 30, 1992 through 1996
<TABLE>
<CAPTION>
Four Months
Ended
October 31, Year Ended June 30,
-------------- ----------------------------------------------------------------
1996 1996 1995 1994 1993 1992
-------------- ------------ ------------ --------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of period $ 307 $ 251 $ 198 $ 123 $ 94 $ 54
Charge-offs
One- to four-family 2 9 --- 1 --- 3
Multi-family --- --- --- --- --- ---
Commercial real estate --- --- --- --- --- ---
Construction or development --- --- --- --- --- ---
Consumer 3 6 4 14 18 14
Commercial business --- --- --- --- --- ---
------------ ------------ ------------ ------------ ------------ ------------
5 15 4 15 18 17
------------ ------------ ------------ ------------ ------------ ------------
Recoveries:
One- to four-family --- 1 --- --- --- ---
Multi-family --- --- --- --- --- ---
Commercial real estate --- --- --- --- --- ---
Construction or development --- --- --- --- --- ---
Consumer 4 2 2 7 6 4
Commercial business --- --- --- --- --- ---
------------ ------------ ------------ ------------ ------------ ------------
4 3 2 7 6 4
------------ ------------ ------------ ------------ ------------ ------------
Net charge-offs 1 12 2 8 12 13
Additions charged to operations 20 68 55 83 41 53
------------ ------------ ------------ ------------ ------------ ------------
Balance at end of period $ 326 $ 307 $ 251 $ 198 $ 123 $ 94
============ ============ ============ ============ ============ ============
Ratio of net charge-offs during the
period to average loans outstanding(1)
during the period. 0.00% 0.02% 0.00% 0.01% 0.02% 0.02%
============ ============ ============ ============ ============ ============
Ratio of net charge-offs during the
period to non-performing assets at
the end of the period. 0.09% 0.98% 0.14% 0.50% 0.47% 0.58%
============ ============ ============ ============ ============ ============
<FN>
(1) Calculated net of deferred loan fees, loan discounts, loans in process, and
loss reserves.
</FN>
</TABLE>
Source: Peoples-Sidney Financial Corp.'s prospectus
89
<PAGE>
EXHIBIT 19
Investment Portfolio Composition
At October 31, 1996, and
At June 30, 1994 through 1996
<TABLE>
<CAPTION>
At October 31, At June 30,
------------------- ---------------------------------------------------------
1996 1996 1995 1994
------------------- ---------------------------------------------------------
Book % of Book % of Book % of Book % of
Value Total Value Total Value Total Value Total
--------- --------- ---------------------------------------------------------
(Dollars in thousands)
Investment securities:
<S> <C> <C> <C> <C> <C> <C>
U.S. government securities $ --- --- $ --- --- $ 498 13.39% $ 496 11.90%
Federal agency obligations 2,099 72.93% 2,598 59.52% 2,600 69.89% 3,100 74.38%
Time deposits 100 3.48% 1,100 25.20% --- --- --- ---
---------- --------- --------- --------- -------- --------- -------- ---------
Subtotal 2,199 76.41% 3,698 84.72% 3,098 83.28% 3,596 86.28%
FHLB stock 679 23.59% 667 15.28% 622 16.72% 572 100.00%
---------- --------- --------- --------- -------- --------- -------- ---------
Total investment
securities and
FHLB stock $ 2,878 100.00% $ 4,365 100.0% $ 3,720 100.0% $ 4,168
========== ========= ========= =========
Average remaining life of
investment securities
and time deposits 1.52 yrs. 1.21 yrs. 1.89 yrs. 1.91 yrs.
Other interest-earning assets:
Interest-bearing deposits
with banks $1,181 100.00% $ 1,355 57.54% $ 655 56.71% $ 1,171 36.93%
Overnight deposits --- --- 1,000 42.46% 500 43.29% 2,000 63.07%
---------- --------- --------- -------- --------- -------- --------- --------
Total $ 1,181 100.00% $ 2,355 100.00% $ 1,155 100.00% $ 3,171 100.00%
========== ========= ========= =========
</TABLE>
Source: Peoples-Sidney Financial Corp.'s Prospectus
90
<PAGE>
EXHIBIT 20
Mix of Deposits
At October 31, 1996, and at June 30, 1994 through 1996
<TABLE>
<CAPTION>
October 31, June 30,
------------------ ----------------------------------------------------------------------
1996 1996 1995 1994
------------------ ------------------- ------------------ -------------------
Percent Percent Percent Percent
Amount of Total Amount of Total Amount of Total Amount of Total
------ -------- ------ -------- ------ -------- ------ --------
(Dollars in thousands)
Transaction and Savings Deposits
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Non-interest bearing demand $ 142 0.18% $ 118 0.15% $ 158 0.22% $ 94 0.14%
Savings accounts 16,950 21.16% 19,039 24.60% 18,439 26.19% 20,791 30.38%
NOW Accounts 3,256 4.07% 3,184 4.11% 3,257 4.63% 3,026 4.42%
Money Market Accounts 1,053 1.31% 1,236 1.60% 1,455 2.07% 1,889 2.76%
---------- ----------- ----------- ------------ ------------ ----------- ------------ ------------
Total Non-Certificates $ 21,401 26.72% $ 23,577 30.46% $ 23,309 33.11% $ 25,800 37.70%
Certificates:
0.00 - 1.99% --- --- --- --- --- --- --- ---
2.00 - 3.99% 2 --- 2 --- 35 0.05% 8,057 11.77%
4.00 - 5.99% 28,681 35.81% 32,233 41.64% 31,129 44.22% 33,781 49.36%
6.00 - 7.99% 29,795 37.20% 21,506 27.79% 15,775 22.41% 314 0.46%
8.00 - 9.99% --- --- --- --- 58 0.08% 415 0.61%
10.00% and over --- --- --- --- --- --- --- ---
---------- ----------- ----------- ------------ ------------ ----------- ------------ ------------
Total Certificates 58 73.02% $ 53,741 69.43% 46,997 66.76% 42,567 62.20%
---------- ----------- ----------- ------------ ------------ ----------- ------------ ------------
Accrued Interest 211 0.26% $ 82 0.12% 92 0.13% 74 0.10%
---------- ----------- ----------- ------------ ------------ ----------- ------------ ------------
Total Deposits $ 80,090 100.00% $77,400 100.00% $70,398 100.00% $68,441 100.00%
========== =========== ============= ============
</TABLE>
Source: Peoples-Sidney Financial Corp's Prospectus
91
<PAGE>
EXHIBIT 21
Deposit Activity
For the Four Months Ended October 31, 1996, and
For the Years Ended June 30, 1994 through 1996
<TABLE>
<CAPTION>
Four Months
Ended October 31, Year ended June 30,
--------------- -----------------------------------------------
1996 1996 1995 1994
--------------- --------------- --------------- ---------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Opening balance $ 77,318 $ 70,306 $ 68,367 $ 65,168
Deposits 29,506 70,928 63,924 63,469
Withdrawals 27,878 66,928 64,399 62,427
Interest credited 933 3,012 2,414 2,157
--------------- --------------- --------------- ---------------
Ending balance $ 79,879 $ 77,318 $ 70,306 $ 68,367
=============== =============== =============== ===============
Net increase (decrease) $ 2,561 $ 7,012 $ 1,939 $ 3,199
=============== =============== =============== ===============
Percent increase (decrease) 3.31% 9.97% 2.84% 4.91%
=============== =============== =============== ===============
</TABLE>
Source: Peoples-Sidney Financial Corp.'s prospectus
92
<PAGE>
EXHIBIT 22
Borrowed Funds Activity
For the Four Months Ended October 31, 1996 and
For The Years Ended June 30, 1994, 1995 and 1996
<TABLE>
<CAPTION>
Four
Months
Ended Year Ended
October June 30,
31, ------------------------------------
1996 1996 1995 1994
---- ---- ---- ----
(Dollars in thousands)
Maximum Balance:
<S> <C> <C> <C> <C>
FHLB Advances $ 3,500 $ --- $ --- $ ---
Average Balance:
FHLB Advances $ 1,744 $ --- $ --- $ ---
Weighted Average Rate 5.68% ---% ---% ---%
</TABLE>
Source: Peoples-Sidney Financial Corp's Prospectus
93
<PAGE>
EXHIBIT 23
OFFICE OF PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
SIDNEY, OHIO
<TABLE>
<CAPTION>
Net Book
Owned Value at
Year or October 31,
Location Opened Leased 1996
- ---------------------------------------- -------------- -------------- --------------
(000)
Main Office:
<S> <C> <C>
101 East Court Street 1963 Owned $ 257
Sidney, Ohio 46321-1516
Drive-In:
232 S. Ohio Avenue --- Owned $ 192
Sidney, Ohio 46321-1516
</TABLE>
Source: Peoples-Sidney Financial Corp.'s prospectus
94
<PAGE>
EXHIBIT 24
LIST OF KEY OFFICERS AND DIRECTORS
At October 31, 1996
<TABLE>
<CAPTION>
Director Term
Name Position(s) Held with the Bank Age (1) Since Expires
- ----------------------------- ------------------------------------------------ -------------- --------------- --------------
<S> <C> <C> <C> <C>
Douglas Stewart President, Chief Executive Officer and Director 47 1979 1999
Richard T. Martin Chairman of the Board 56 1987 1999
Robert W. Bertsch Director 71 1982 1997
Harry N. Faulkner Director 55 1979 1999
George R. Hoellrich Director 79 1963 1998
James W. Kerber Director 66 1990 1997
John W. Sargent Director 66 1987 1998
David R. Fogt Vice President-Operations 45 -- --
Gary N. Fulenkamp Vice President-Lending 48 -- --
Debra A. Guey Treasurer 38 -- --
(1) At October 31, 1996
</TABLE>
Source: Peoples-Sidney Financial Corp.'s Prospectus
95
<PAGE>
EXHIBIT 25
Key Demographic Data and Trends
Shelby County, Ohio and the United States
1990, 1996 and 2001
<TABLE>
<CAPTION>
1990 1996 % Change 2001 % Change
-------------------------------------------------------------------------------
Population
<S> <C> <C> <C> <C> <C>
Shelby County 44,915 47,482 5.7% 49,534 4.3%
Ohio 10,847,115 11,151,720 2.8% 11,457,175 2.7%
United States 248,718,291 262,755,270 5.6% 277,083,635 5.5%
Households
Shelby County 15,626 16,580 6.1% 17,324 4.5%
Ohio 4,087,546 4,198,418 2.7% 4,311,607 2.7%
United States 91,947,410 97,069,804 5.6% 102,201,641 5.3%
Per Capita Income
Shelby County $ 11,082 $ 16,020 44.6% -- --
Ohio 12,788 15,376 20.2% -- --
United States 12,313 16,738 35.9% -- --
Median Household Income
Shelby County $ 29,118 $ 37,798 29.8% $ 37,801 0.0%
Ohio 29,276 32,102 9.7% 29,751 (7.3)%
United States 28,255 34,530 22.2% 33,189 (3.9)%
</TABLE>
Source: Data Users Center and CACI
96
<PAGE>
EXHIBIT 26
Key Housing Data
Shelby County, Ohio and the United States
1990
Occupied Housing Units
Shelby County 16,509
Ohio 4,087,546
United States 91,947,410
Occupancy Rate
Shelby County
Owner-Occupied 74.3%
Renter-Occupied 25.7%
Ohio
Owner-Occupied 67.5%
Renter-Occupied 32.5%
United States
Owner-Occupied 64.2%
Renter-Occupied 35.8%
Median Housing Values
Shelby County $ 59,949
Ohio 63,457
United States 79,098
Median Rent
Shelby County $ 260
Ohio 296
United States 374
Source: U.S. Department of Commerce and CACI Sourcebook
97
<PAGE>
EXHIBIT 27
Major Sources of Employment by Industry Group
Shelby County, Ohio and the United States
1993
<TABLE>
<CAPTION>
Shelby United
Industry Group County Ohio States
-------------- -------------- --------------
<S> <C> <C> <C>
Agriculture/Mining 3.8% 0.9% 1.3%
Construction 4.9% 4.2% 4.8%
Manufacturing 44.7% 24.5% 19.2%
Transportation/Utilities 3.6% 4.9% 5.9%
Wholesale/Retail 17.1% 27.7% 27.5%
Finance, Insurance, & Real Estate 2.8% 6.2% 7.3%
Services 23.1% 31.6% 34.0%
</TABLE>
Source: Bureau of the Census County Business Patterns
98
<PAGE>
EXHIBIT 28
Unemployment Rates
Shelby County, Ohio and the United States
1994, 1995 and 1996 *
Location 1994 1995 1996*
- -------------- -------------- -------------- --------------
Shelby County 5.1% 4.9% 4.0%
Ohio 5.5% 4.9% 4.3%
United States 6.1% 5.2% 4.9%
* October 1996
Source: Ohio Bureau of Employment Services
99
<PAGE>
EXHIBIT 29
Market Share of Deposits
Shelby County
June 30, 1995
Shelby Peoples Peoples
County's Federal's Federal's
Deposits Share Share
($000) ($000) (%)
---------------- ---------------- --------------
Banks $ 428,901 --- ---
Thrifts 115,354 $ 70,306 60.9%
Credit Unions --- --- ---
---------------- ---------------- --------------
$ 544,255 $ 70,306 12.9%
Source: Sheshunoff
100
<PAGE>
EXHIBIT 30
National Interest Rates by Quarter
1992-1996
<TABLE>
<CAPTION>
1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
1992 1992 1992 1992
-------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Prime Rate 6.50% 6.50% 6.00% 6.00%
90-Day Treasury Bills 4.14% 3.63% 2.73% 3.13%
1-Year Treasury Bills 4.49% 4.03% 3.04% 3.57%
30-Year Treasury Bonds 7.98% 7.78% 7.67% 7.39%
1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
1993 1993 1993 1993
-------------- -------------- ------------- --------------
Prime Rate 6.00% 6.00% 6.00% 6.00%
90-Day Treasury Bills 2.93% 3.07% 2.96% 3.05%
1-Year Treasury Bills 3.27% 3.43% 3.35% 3.58%
30-Year Treasury Bonds 6.92% 6.67% 6.03% 6.35%
1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
1994 1994 1994 1994
----------------------------- ------------- --------------
Prime Rate 6.25% 7.25% 7.75% 8.50%
90-Day Treasury Bills 3.54% 4.23% 5.14% 5.66%
1-Year Treasury Bills 4.40% 5.49% 6.13% 7.15%
30-Year Treasury Bonds 7.11% 7.43% 7.82% 7.88%
1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
1995 1995 1995 1995
----------------------------- ------------- --------------
Prime Rate 9.00% 9.00% 8.75% 8.50%
90-Day Treasury Bills 5.66% 5.58% 5.40% 5.06%
1-Year Treasury Bills 6.51% 5.62% 5.45% 5.14%
30-Year Treasury Bonds 7.43% 6.71% 5.69% 5.97%
1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
1996 1996 1996 1996
----------------------------- ------------- --------------
Prime Rate 8.25% 8.25% 8.25% 8.25%
90-Day Treasury Bills 5.18% 5.25% 5.16% 5.07%
1-Year Treasury Bills 5.43% 5.91% 5.38% 5.57%
30-Year Treasury Bonds 6.73% 7.14% 6.47% 6.67%
</TABLE>
Source: The Wall Street Journal
101
<PAGE>
EXHIBIT 31
KELLER & COMPANY
Columbus, Ohio
614-766-1426
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PLE Pinnacle Bank AL AMSE 17.375 19.250 4.000 2.21 -6.08 16.65 215.39 0.72
SRN Southern Banc Company, Inc AL AMSE 13.625 13.750 11.375 1.87 4.81 14.22 78.06 NA
SCBS Southern Community Bankshares AL Pink Sh 13.000 13.750 13.000 NA NA NA NA NA
SZB SouthFirst Bancshares, Inc. AL AMSE 13.250 16.000 10.625 3.92 6.00 14.93 104.59 2.50
FFBH First Federal Bancshares of AR AR NASDAQ 16.125 16.375 12.750 0.78 4.03 16.17 98.88 NA
FTF Texarkana First Financial Corp AR AMSE 15.000 16.875 10.000 1.69 5.26 14.02 87.95 3.45
AHM Ahmanson & Company (H.F.) CA NYSE 33.000 34.250 2.688 0.00 13.79 18.86 479.53 0.88
AFFFZ America First Financial Fund CA NASDAQ 29.500 30.750 14.500 0.43 0.00 24.84 370.61 1.60
BPLS Bank Plus Corp. CA NASDAQ 12.250 14.000 5.000 8.28 6.52 8.62 182.16 0.00
BVFS Bay View Capital Corp. CA NASDAQ 45.750 45.750 11.250 9.58 26.21 29.17 516.27 0.60
BYFC Broadway Financial Corp. CA NASDAQ 9.250 11.000 9.000 1.37 -3.90 14.12 131.35 NA
CFHC California Financial Holding CA NASDAQ 28.750 29.000 5.909 0.00 23.66 18.32 283.71 0.44
CENF CENFED Financial Corp. CA NASDAQ 29.625 30.375 5.000 3.04 13.40 21.35 423.62 0.34
CSA Coast Savings Financial CA NYSE 36.125 37.375 1.625 0.35 13.33 22.24 460.03 0.00
DSL Downey Financial Corp. CA NYSE 19.250 19.625 1.387 0.00 12.13 15.07 194.60 0.32
FSSB First FS&LA of San Bernardino CA NASDAQ 9.000 14.500 6.875 0.00 -7.69 14.34 305.62 0.00
FED FirstFed Financial Corp. CA NYSE 21.750 26.600 1.125 -5.43 -1.14 17.49 399.02 0.00
GLN Glendale Federal Bank, FSB CA NYSE 23.500 589.500 5.250 4.44 27.89 14.72 320.24 0.00
GDW Golden West Financial CA NYSE 61.750 67.500 3.875 -4.82 3.56 39.57 645.07 0.38
GWF Great Western Financial CA NYSE 29.000 31.125 3.950 -6.45 6.91 17.84 316.87 0.96
HTHR Hawthorne Financial Corp. CA NASDAQ 9.250 35.500 2.250 19.35 17.46 12.25 318.47 0.00
HEMT HF Bancorp, Inc. CA NASDAQ 11.375 11.375 8.188 2.25 6.43 12.70 159.88 0.00
HBNK Highland Federal Bank FSB CA NASDAQ 18.875 18.875 11.000 8.63 24.79 14.57 204.34 0.00
MBBC Monterey Bay Bancorp, Inc. CA NASDAQ 14.875 15.625 8.750 -0.83 0.85 15.14 100.37 0.05
PFFB PFF Bancorp, Inc. CA NASDAQ 14.375 14.875 10.375 0.88 12.75 14.46 125.30 NA
PROV Provident Financial Holdings CA NASDAQ 14.250 14.375 10.125 -0.87 10.68 16.57 113.20 NA
QCBC Quaker City Bancorp, Inc. CA NASDAQ 18.500 19.000 7.500 12.12 16.54 17.54 194.18 0.00
REDF RedFed Bancorp Inc. CA NASDAQ 13.125 14.500 7.750 0.00 10.53 9.86 122.31 0.00
SGVB SGV Bancorp, Inc. CA NASDAQ 11.125 11.688 7.750 1.14 18.67 12.06 133.08 0.00
WES Westcorp CA NYSE 22.875 23.875 3.703 2.81 2.23 12.10 122.43 0.38
FFBA First Colorado Bancorp, Inc. CO NASDAQ 16.500 17.750 3.189 -5.04 9.54 11.79 79.58 NA
EGFC Eagle Financial Corp. CT NASDAQ 30.250 30.500 6.198 1.68 11.01 22.31 310.23 0.92
FFES First Federal of East Hartford CT NASDAQ 22.875 23.750 4.000 -2.66 14.38 22.05 360.52 0.59
NTMG Nutmeg Federal S&LA CT NASDAQ 7.500 8.000 4.645 3.45 5.26 7.08 131.98 0.08
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
PLE Pinnacle Bank AL AMSE 16.24 104.35 8.07 10.28
SRN Southern Banc Company, Inc AL AMSE NA 95.82 17.45 NA
SCBS Southern Community Bankshares AL Pink Sh NA NA NA NA
SZB SouthFirst Bancshares, Inc. AL AMSE NM 88.75 12.67 NM
FFBH First Federal Bancshares of AR AR NASDAQ NA 99.72 16.31 NA
FTF Texarkana First Financial Corp AR AMSE 11.45 106.99 17.06 9.32
AHM Ahmanson & Company (H.F.) CA NYSE 66.00 174.97 6.88 17.10
AFFFZ America First Financial Fund CA NASDAQ 17.15 118.76 7.96 11.61
BPLS Bank Plus Corp. CA NASDAQ NM 142.11 6.72 NM
BVFS Bay View Capital Corp. CA NASDAQ NM 156.84 8.86 18.75
BYFC Broadway Financial Corp. CA NASDAQ NA 65.51 7.04 NA
CFHC California Financial Holding CA NASDAQ 29.04 156.93 10.13 17.11
CENF CENFED Financial Corp. CA NASDAQ 14.11 138.76 6.99 11.39
CSA Coast Savings Financial CA NYSE 70.83 162.43 7.85 17.54
DSL Downey Financial Corp. CA NYSE 24.37 127.74 9.89 14.92
FSSB First FS&LA of San Bernardino CA NASDAQ NM 62.76 2.94 NM
FED FirstFed Financial Corp. CA NYSE 94.57 124.36 5.45 19.25
GLN Glendale Federal Bank, FSB CA NYSE NM 159.65 7.34 23.98
GDW Golden West Financial CA NYSE 10.19 156.05 9.57 8.36
GWF Great Western Financial CA NYSE 21.64 162.56 9.15 13.88
HTHR Hawthorne Financial Corp. CA NASDAQ 16.82 75.51 2.90 15.95
HEMT HF Bancorp, Inc. CA NASDAQ NM 89.57 7.11 33.46
HBNK Highland Federal Bank FSB CA NASDAQ NM 129.55 9.24 35.61
MBBC Monterey Bay Bancorp, Inc. CA NASDAQ 106.25 98.25 14.82 37.19
PFFB PFF Bancorp, Inc. CA NASDAQ NA 99.41 11.47 NA
PROV Provident Financial Holdings CA NASDAQ NA 86.00 12.59 NA
QCBC Quaker City Bancorp, Inc. CA NASDAQ 50.00 105.47 9.53 20.79
REDF RedFed Bancorp Inc. CA NASDAQ NM 133.11 10.73 NM
SGVB SGV Bancorp, Inc. CA NASDAQ NM 92.25 8.36 31.79
WES Westcorp CA NYSE 17.73 189.05 18.68 43.16
FFBA First Colorado Bancorp, Inc. CO NASDAQ NA 139.95 20.73 NA
EGFC Eagle Financial Corp. CT NASDAQ 10.47 135.59 9.75 16.99
FFES First Federal of East Hartford CT NASDAQ 15.15 103.74 6.35 9.99
NTMG Nutmeg Federal S&LA CT NASDAQ 28.85 105.93 5.68 22.73
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WBST Webster Financial Corporation CT NASDAQ 35.500 38.188 3.864 -5.96 -1.05 24.86 491.39 0.66
IFSB Independence Federal Savings DC NASDAQ 7.750 10.250 0.250 1.64 5.08 13.02 193.66 0.22
BANC BankAtlantic Bancorp, Inc. FL NASDAQ 13.250 13.750 0.223 0.95 -1.85 9.49 147.45 0.14
BKUNA BankUnited Financial Corp. FL NASDAQ 9.750 12.750 2.320 9.86 16.42 7.85 144.48 0.00
FFFG F.F.O. Financial Group, Inc. FL NASDAQ 3.500 10.000 0.563 21.74 27.27 2.23 36.90 0.00
FFLC FFLC Bancorp, Inc. FL NASDAQ 20.750 21.750 12.750 -0.60 13.70 21.58 133.05 0.36
FFML First Family Financial Corp. FL NASDAQ 22.000 23.000 5.000 -2.22 2.33 15.97 313.24 0.12
FFPB First Palm Beach Bancorp, Inc. FL NASDAQ 24.125 25.500 14.000 -3.50 1.05 20.70 292.56 0.40
FFPC Florida First Bancorp, Inc. FL NASDAQ 11.375 11.500 0.750 0.00 2.25 6.12 87.53 0.24
OCWN Ocwen Financial Corporation FL NASDAQ 26.750 29.750 20.250 -5.31 10.88 6.46 82.30 NA
CCFH CCF Holding Company GA NASDAQ 15.250 15.250 10.750 1.67 16.19 14.68 81.64 0.55
EBSI Eagle Bancshares GA NASDAQ 15.000 19.000 1.875 4.35 -4.76 12.62 141.06 0.56
FGHC First Georgia Holding, Inc. GA NASDAQ 8.750 9.250 1.222 -1.41 40.00 5.85 72.20 0.07
FLFC First Liberty Financial Corp. GA NASDAQ 19.250 21.500 2.667 -1.28 13.24 11.35 176.47 0.35
FLAG FLAG Financial Corp. GA NASDAQ 11.500 15.000 3.200 0.00 6.98 9.89 112.38 0.32
NFSL Newnan Holdings, Inc. GA NASDAQ 24.750 26.750 2.955 -1.98 1.02 14.52 161.25 0.30
CASH First Midwest Financial, Inc. IA NASDAQ 15.625 16.667 8.833 -4.33 4.17 14.81 132.94 0.29
GFSB GFS Bancorp, Inc. IA NASDAQ 20.313 21.250 11.000 -2.11 0.31 19.61 169.53 0.35
HZFS Horizon Financial Svcs Corp. IA NASDAQ 15.000 16.375 10.375 3.45 -0.42 18.37 171.12 0.32
MFCX Marshalltown Financial Corp. IA NASDAQ 14.313 16.750 8.500 -1.29 -9.12 13.70 87.98 0.00
MIFC Mid-Iowa Financial Corp. IA NASDAQ 6.750 7.875 2.474 8.00 12.50 6.39 69.83 0.08
MWBI Midwest Bancshares, Inc. IA NASDAQ 27.250 27.250 11.750 0.93 4.81 25.95 394.15 0.54
FFFD North Central Bancshares, Inc. IA NASDAQ 13.500 14.125 8.071 0.46 8.00 13.98 51.94 NA
PMFI Perpetual Midwest Financial IA NASDAQ 19.500 22.000 10.000 4.00 -1.27 17.68 206.43 0.30
SFFC StateFed Financial Corporation IA NASDAQ 16.750 19.750 10.500 -2.90 1.52 18.47 102.67 0.40
AVND Avondale Financial Corp. IL NASDAQ 16.375 17.375 11.500 -2.96 10.08 16.31 170.09 0.00
BFFC Big Foot Financial Corp. IL NASDAQ 13.500 13.500 12.313 NA NA NA NA NA
CBCI Calumet Bancorp, Inc. IL NASDAQ 33.500 33.875 10.333 2.68 20.72 33.48 207.31 0.00
CBSB Charter Financial, Inc. IL NASDAQ 12.750 13.000 6.361 1.49 2.00 13.26 91.32 NA
CNBA Chester Bancorp, Inc. IL NASDAQ 13.625 13.750 12.625 1.87 4.81 NA NA NA
CBK Citizens First Financial Corp. IL AMSE 14.125 14.500 9.500 1.80 20.21 14.31 94.56 NA
CSBF CSB Financial Group, Inc. IL NASDAQ 10.000 10.563 8.810 0.00 5.26 12.35 48.32 NA
DFIN Damen Financial Corp. IL NASDAQ 12.625 13.000 11.000 -0.98 3.06 14.02 62.20 NA
EGLB Eagle BancGroup, Inc. IL NASDAQ 14.750 15.000 10.500 7.27 10.28 16.76 125.69 NA
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
WBST Webster Financial Corporation CT NASDAQ 16.14 142.80 7.22 12.86
IFSB Independence Federal Savings DC NASDAQ 29.81 59.52 4.00 19.87
BANC BankAtlantic Bancorp, Inc. FL NASDAQ 13.80 139.62 8.99 13.95
BKUNA BankUnited Financial Corp. FL NASDAQ 97.50 124.20 6.75 19.90
FFFG F.F.O. Financial Group, Inc. FL NASDAQ 43.75 156.95 9.49 15.91
FFLC FFLC Bancorp, Inc. FL NASDAQ 26.27 96.15 15.60 17.01
FFML First Family Financial Corp. FL NASDAQ 18.49 137.76 7.02 18.03
FFPB First Palm Beach Bancorp, Inc. FL NASDAQ 219.32 116.55 8.25 73.11
FFPC Florida First Bancorp, Inc. FL NASDAQ 21.06 185.87 13.00 14.58
OCWN Ocwen Financial Corporation FL NASDAQ NA 414.09 32.50 NA
CCFH CCF Holding Company GA NASDAQ 33.89 103.88 18.68 22.76
EBSI Eagle Bancshares GA NASDAQ 14.56 118.86 10.63 11.45
FGHC First Georgia Holding, Inc. GA NASDAQ 25.00 149.57 12.12 15.35
FLFC First Liberty Financial Corp. GA NASDAQ 16.45 169.60 10.91 15.04
FLAG FLAG Financial Corp. GA NASDAQ NM 116.28 10.23 115.00
NFSL Newnan Holdings, Inc. GA NASDAQ 10.36 170.45 15.35 10.40
CASH First Midwest Financial, Inc. IA NASDAQ 17.56 105.50 11.75 13.35
GFSB GFS Bancorp, Inc. IA NASDAQ 14.11 103.58 11.98 11.35
HZFS Horizon Financial Svcs Corp. IA NASDAQ 68.18 81.65 8.77 26.79
MFCX Marshalltown Financial Corp. IA NASDAQ NM 104.47 16.27 43.37
MIFC Mid-Iowa Financial Corp. IA NASDAQ 14.36 105.63 9.67 10.07
MWBI Midwest Bancshares, Inc. IA NASDAQ 11.75 105.01 6.91 10.48
FFFD North Central Bancshares, Inc. IA NASDAQ NA 96.57 25.99 NA
PMFI Perpetual Midwest Financial IA NASDAQ 60.94 110.29 9.45 26.71
SFFC StateFed Financial Corporation IA NASDAQ 18.21 90.69 16.31 14.08
AVND Avondale Financial Corp. IL NASDAQ 28.73 100.40 9.63 26.41
BFFC Big Foot Financial Corp. IL NASDAQ NA NA NA NA
CBCI Calumet Bancorp, Inc. IL NASDAQ 18.72 100.06 16.16 14.50
CBSB Charter Financial, Inc. IL NASDAQ NA 96.15 13.96 NA
CNBA Chester Bancorp, Inc. IL NASDAQ NA NA NA NA
CBK Citizens First Financial Corp. IL AMSE NA 98.71 14.94 NA
CSBF CSB Financial Group, Inc. IL NASDAQ NA 80.97 20.70 NA
DFIN Damen Financial Corp. IL NASDAQ NA 90.05 20.30 NA
EGLB Eagle BancGroup, Inc. IL NASDAQ NA 88.01 11.74 NA
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FBCI Fidelity Bancorp, Inc. IL NASDAQ 17.000 17.250 9.500 0.00 4.62 17.04 166.03 0.24
FFBI First Financial Bancorp, Inc. IL NASDAQ 15.500 16.250 9.000 -2.36 0.00 16.60 214.77 0.00
FMBD First Mutual Bancorp, Inc. IL NASDAQ 15.125 15.500 11.125 1.68 12.04 16.40 82.29 0.29
FFDP FirstFed Bancshares IL NASDAQ 17.500 17.625 8.000 4.48 6.06 15.76 183.98 0.33
GTPS Great American Bancorp IL NASDAQ 14.813 15.125 11.875 3.95 6.76 18.05 63.52 0.48
HNFC Hinsdale Financial Corp. IL NASDAQ 25.000 27.750 9.000 -5.66 6.95 20.58 241.51 0.00
HBEI Home Bancorp of Elgin, Inc. IL NASDAQ 13.250 13.500 11.813 1.92 6.00 14.12 52.86 NA
HMCI HomeCorp, Inc. IL NASDAQ 19.625 19.875 5.000 9.03 -1.26 18.10 301.66 0.00
KNK Kankakee Bancorp, Inc. IL AMSE 24.500 26.375 13.625 -0.51 12.00 24.99 249.43 0.40
LBCI Liberty Bancorp, Inc. IL NASDAQ 26.500 30.625 12.750 6.00 12.17 25.55 268.11 0.60
MAFB MAF Bancorp, Inc. IL NASDAQ 34.000 35.250 2.727 -3.20 29.52 23.06 301.62 0.33
NBSI North Bancshares, Inc. IL NASDAQ 16.500 16.500 11.000 4.76 3.13 16.50 109.02 0.30
PFED Park Bancorp, Inc. IL NASDAQ 13.250 13.250 10.188 9.28 15.22 15.38 65.42 NA
PSFI PS Financial, Inc. IL NASDAQ 12.000 12.500 11.625 0.00 NA NA NA NA
SWBI Southwest Bancshares IL NASDAQ 19.250 19.250 7.833 5.48 7.44 14.71 141.73 0.72
SPBC St. Paul Bancorp, Inc. IL NASDAQ 29.016 30.000 3.833 1.37 9.23 20.55 236.49 0.40
STND Standard Financial, Inc. IL NASDAQ 20.250 21.250 9.125 -4.71 17.39 16.26 144.45 0.24
SFSB SuburbFed Financial Corp. IL NASDAQ 20.250 20.500 6.667 -1.22 8.00 20.27 312.10 0.32
WCBI Westco Bancorp IL NASDAQ 21.500 22.250 7.667 0.00 0.00 18.34 118.32 0.47
FBCV 1ST Bancorp IN NASDAQ 29.625 32.653 3.990 1.99 -1.25 30.04 366.33 0.38
AMFC AMB Financial Corp. IN NASDAQ 12.750 13.250 9.750 0.00 3.03 14.40 74.32 NA
ASBI Ameriana Bancorp IN NASDAQ 15.750 16.250 2.750 0.00 10.53 13.27 121.95 0.55
ATSB AmTrust Capital Corp. IN NASDAQ 10.000 11.250 7.750 -3.61 14.29 13.54 136.60 0.00
CBCO CB Bancorp, Inc. IN NASDAQ 24.375 25.500 7.125 3.72 12.07 16.67 172.08 0.00
CBIN Community Bank Shares IN NASDAQ 13.000 14.750 12.000 4.00 4.00 12.84 118.26 0.33
FFWC FFW Corp. IN NASDAQ 22.000 22.000 12.500 3.53 8.64 22.04 220.14 0.54
FFED Fidelity Federal Bancorp IN NASDAQ 9.750 14.773 1.534 2.63 -15.22 5.03 105.01 0.85
FISB First Indiana Corporation IN NASDAQ 29.000 29.000 1.797 12.62 17.77 16.30 179.09 0.54
HFGI Harrington Financial Group IN NASDAQ 10.000 11.000 9.875 -1.23 -1.23 7.13 164.14 0.00
HBFW Home Bancorp IN NASDAQ 19.250 19.250 12.500 4.05 11.59 16.91 116.82 0.10
HBBI Home Building Bancorp IN NASDAQ 18.500 21.250 10.000 2.78 8.82 18.84 136.56 0.30
HOMF Home Federal Bancorp IN NASDAQ 25.000 25.750 2.148 9.49 28.21 15.47 189.67 0.32
HWEN Home Financial Bancorp IN NASDAQ 13.250 13.750 9.875 0.95 8.16 15.31 76.46 NA
INCB Indiana Community Bank, SB IN NASDAQ 15.750 16.750 11.000 -3.08 3.28 12.10 98.37 3.35
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
FBCI Fidelity Bancorp, Inc. IL NASDAQ 23.61 99.77 10.24 15.89
FFBI First Financial Bancorp, Inc. IL NASDAQ 70.45 93.37 7.22 21.83
FMBD First Mutual Bancorp, Inc. IL NASDAQ 48.79 92.23 18.38 31.51
FFDP FirstFed Bancshares IL NASDAQ 46.05 111.04 9.51 35.71
GTPS Great American Bancorp IL NASDAQ 70.54 82.07 23.32 38.98
HNFC Hinsdale Financial Corp. IL NASDAQ 22.73 121.48 10.35 16.23
HBEI Home Bancorp of Elgin, Inc. IL NASDAQ NA 93.84 25.07 NA
HMCI HomeCorp, Inc. IL NASDAQ 70.09 108.43 6.51 21.10
KNK Kankakee Bancorp, Inc. IL AMSE 25.00 98.04 9.82 17.13
LBCI Liberty Bancorp, Inc. IL NASDAQ 33.97 103.72 9.88 17.55
MAFB MAF Bancorp, Inc. IL NASDAQ 16.92 147.44 11.27 11.85
NBSI North Bancshares, Inc. IL NASDAQ 50.00 100.00 15.13 27.50
PFED Park Bancorp, Inc. IL NASDAQ NA 86.15 20.25 NA
PSFI PS Financial, Inc. IL NASDAQ NA NA NA NA
SWBI Southwest Bancshares IL NASDAQ 19.85 130.86 13.58 14.26
SPBC St. Paul Bancorp, Inc. IL NASDAQ 23.03 141.20 12.27 14.58
STND Standard Financial, Inc. IL NASDAQ 27.74 124.54 14.02 19.47
SFSB SuburbFed Financial Corp. IL NASDAQ 32.14 99.90 6.49 15.34
WCBI Westco Bancorp IL NASDAQ 20.48 117.23 18.17 14.73
FBCV 1ST Bancorp IN NASDAQ 4.48 98.62 8.09 NM
AMFC AMB Financial Corp. IN NASDAQ NA 88.54 17.16 NA
ASBI Ameriana Bancorp IN NASDAQ 23.51 118.69 12.92 15.44
ATSB AmTrust Capital Corp. IN NASDAQ 27.78 73.86 7.32 66.67
CBCO CB Bancorp, Inc. IN NASDAQ 14.09 146.22 14.16 11.89
CBIN Community Bank Shares IN NASDAQ 19.70 101.25 10.99 13.13
FFWC FFW Corp. IN NASDAQ 12.22 99.82 9.99 10.09
FFED Fidelity Federal Bancorp IN NASDAQ 33.62 193.84 9.28 25.66
FISB First Indiana Corporation IN NASDAQ 18.71 177.91 16.19 NA
HFGI Harrington Financial Group IN NASDAQ 22.73 140.25 6.09 15.87
HBFW Home Bancorp IN NASDAQ 33.77 113.84 16.48 20.48
HBBI Home Building Bancorp IN NASDAQ NM 98.20 13.55 NM
HOMF Home Federal Bancorp IN NASDAQ 14.29 161.60 13.18 12.38
HWEN Home Financial Bancorp IN NASDAQ NA 86.54 17.33 NA
INCB Indiana Community Bank, SB IN NASDAQ 112.50 130.17 16.01 33.51
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
IFSL Indiana Federal Corporation IN NASDAQ 23.500 23.500 4.000 8.05 16.05 14.76 170.80 0.81
LOGN Logansport Financial Corp. IN NASDAQ 11.125 14.750 11.125 -3.26 -24.58 12.04 60.28 3.40
MARN Marion Capital Holdings IN NASDAQ 20.000 21.500 14.250 -2.44 -2.44 21.50 94.75 0.76
MFBC MFB Corp. IN NASDAQ 16.625 19.250 10.500 -0.75 -13.64 19.03 114.39 0.06
NEIB Northeast Indiana Bancorp IN NASDAQ 13.625 14.000 11.250 0.46 6.86 14.29 81.92 0.30
PFDC Peoples Bancorp IN NASDAQ 19.750 22.500 5.375 -3.66 -1.25 18.35 120.41 0.56
PERM Permanent Bancorp, Inc. IN NASDAQ 20.750 21.250 9.750 13.70 20.29 18.73 197.93 0.23
RIVR River Valley Bancorp IN NASDAQ 14.000 14.250 13.250 NA NA NA NA NA
SOBI Sobieski Bancorp, Inc. IN NASDAQ 14.000 16.000 10.000 -10.40 5.66 15.62 91.22 0.00
FFSL First Independence Corp. KS NASDAQ 21.000 21.250 10.875 7.01 10.53 22.29 186.04 0.38
LARK Landmark Bancshares, Inc. KS NASDAQ 18.000 18.625 9.750 5.88 12.50 17.48 115.35 0.40
MCBS Mid Continent Bancshares Inc. KS NASDAQ 23.375 25.250 9.750 -2.60 23.03 19.06 168.45 0.40
CKFB CKF Bancorp, Inc. KY NASDAQ 20.250 20.750 11.375 2.53 -2.41 16.80 63.63 0.42
CLAS Classic Bancshares, Inc. KY NASDAQ 11.625 12.125 10.375 0.00 2.20 14.21 103.00 NA
FFKY First Federal Financial Corp. KY NASDAQ 20.000 22.000 3.063 3.90 -3.61 11.73 85.14 0.47
FLKY First Lancaster Bancshares KY NASDAQ 14.625 16.250 13.125 -8.59 4.46 14.08 39.47 NA
FTSB Fort Thomas Financial Corp. KY NASDAQ 14.250 17.750 11.250 0.00 4.59 13.75 56.47 0.25
FKKY Frankfort First Bancorp, Inc. KY NASDAQ 10.750 15.875 10.000 -3.37 -4.44 9.84 37.42 4.36
GWBC Gateway Bancorp, Inc. KY NASDAQ 14.250 16.250 11.000 1.79 3.64 15.64 62.39 1.50
GTFN Great Financial Corporation KY NASDAQ 29.125 29.875 13.875 -0.85 2.64 19.27 199.57 0.46
HFFB Harrodsburg First Fin Bancorp KY NASDAQ 17.500 19.000 12.375 -5.41 -6.67 15.34 51.09 NA
KYF Kentucky First Bancorp, Inc. KY AMSE 11.125 15.250 10.750 -2.20 -17.59 13.78 61.94 0.38
SFNB Security First Network Bank KY NASDAQ 9.750 41.500 9.750 -25.00 -58.95 5.98 13.62 NA
ANA Acadiana Bancshares, Inc. LA AMSE 15.375 15.375 11.690 6.96 11.82 17.03 97.05 NA
CZF CitiSave Financial Corp LA AMSE 13.750 16.500 12.750 -1.79 -4.35 12.61 78.61 2.30
ISBF ISB Financial Corporation LA NASDAQ 19.875 19.875 12.938 16.06 27.20 17.09 97.26 0.32
MERI Meritrust Federal SB LA NASDAQ 34.125 34.125 13.500 8.33 10.98 21.67 298.46 0.60
TSH Teche Holding Co. LA AMSE 14.625 14.750 11.375 11.43 10.38 14.76 107.20 0.50
AFCB Affiliated Community Bancorp MA NASDAQ 23.000 23.000 16.060 2.22 14.29 19.47 197.35 NA
BFD BostonFed Bancorp, Inc. MA AMSE 14.875 15.125 10.000 -0.83 9.17 14.42 120.93 NA
ANBK American National Bancorp MD NASDAQ 13.125 13.250 4.639 8.25 8.25 12.93 135.04 0.03
EQSB Equitable Federal Savings Bank MD NASDAQ 29.750 29.750 11.250 8.18 11.21 23.01 464.62 0.00
FCIT First Citizens Financial Corp. MD NASDAQ 19.125 19.125 0.375 4.79 4.79 13.51 228.36 0.00
FFWM First Financial-W. Maryland MD NASDAQ 30.000 32.500 7.167 -6.25 11.11 19.00 162.64 0.48
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
IFSL Indiana Federal Corporation IN NASDAQ 22.17 159.21 13.76 15.67
LOGN Logansport Financial Corp. IN NASDAQ 15.67 92.40 18.46 13.24
MARN Marion Capital Holdings IN NASDAQ 20.00 93.02 21.11 15.63
MFBC MFB Corp. IN NASDAQ 34.64 87.36 14.53 21.59
NEIB Northeast Indiana Bancorp IN NASDAQ 18.41 95.35 16.63 15.31
PFDC Peoples Bancorp IN NASDAQ 14.42 107.63 16.40 11.03
PERM Permanent Bancorp, Inc. IN NASDAQ 79.81 110.78 10.48 26.27
RIVR River Valley Bancorp IN NASDAQ NA NA NA NA
SOBI Sobieski Bancorp, Inc. IN NASDAQ 140.00 89.63 15.35 32.56
FFSL First Independence Corp. KS NASDAQ 15.33 94.21 11.29 13.38
LARK Landmark Bancshares, Inc. KS NASDAQ 25.00 102.97 15.60 18.95
MCBS Mid Continent Bancshares Inc. KS NASDAQ 14.70 122.64 13.88 12.05
CKFB CKF Bancorp, Inc. KY NASDAQ 24.70 120.54 31.82 25.00
CLAS Classic Bancshares, Inc. KY NASDAQ NA 81.81 11.29 NA
FFKY First Federal Financial Corp. KY NASDAQ 19.42 170.50 23.49 17.09
FLKY First Lancaster Bancshares KY NASDAQ NA 103.87 37.05 NA
FTSB Fort Thomas Financial Corp. KY NASDAQ 17.38 103.64 25.23 17.38
FKKY Frankfort First Bancorp, Inc. KY NASDAQ 31.62 109.25 28.73 23.89
GWBC Gateway Bancorp, Inc. KY NASDAQ 27.40 91.11 22.84 NA
GTFN Great Financial Corporation KY NASDAQ 23.49 151.14 14.59 22.58
HFFB Harrodsburg First Fin Bancorp KY NASDAQ NA 114.08 34.25 NA
KYF Kentucky First Bancorp, Inc. KY AMSE 19.87 80.73 17.96 15.67
SFNB Security First Network Bank KY NASDAQ NM 163.04 71.59 NM
ANA Acadiana Bancshares, Inc. LA AMSE NA 90.28 15.84 NA
CZF CitiSave Financial Corp LA AMSE 20.22 109.04 17.49 15.63
ISBF ISB Financial Corporation LA NASDAQ 26.50 116.30 20.43 19.30
MERI Meritrust Federal SB LA NASDAQ 22.30 157.48 11.43 13.65
TSH Teche Holding Co. LA AMSE 21.51 99.09 13.64 14.92
AFCB Affiliated Community Bancorp MA NASDAQ NA 118.13 11.65 NA
BFD BostonFed Bancorp, Inc. MA AMSE NA 103.16 12.30 NA
ANBK American National Bancorp MD NASDAQ 77.21 101.51 9.72 19.89
EQSB Equitable Federal Savings Bank MD NASDAQ 18.95 129.29 6.40 10.55
FCIT First Citizens Financial Corp. MD NASDAQ 21.25 141.56 8.37 14.83
FFWM First Financial-W. Maryland MD NASDAQ 23.08 157.89 18.45 16.57
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HRBF Harbor Federal Bancorp, Inc. MD NASDAQ 16.375 16.375 9.750 9.17 4.80 15.66 121.87 0.35
MFSL Maryland Federal Bancorp MD NASDAQ 34.250 34.875 4.329 2.24 8.98 29.02 360.37 0.60
WSB Washington Savings Bank, FSB MD AMSE 5.000 6.917 0.281 0.00 -1.24 4.98 60.44 0.15
WHGB WHG Bancshares Corp. MD NASDAQ 13.625 13.750 10.875 7.92 3.81 14.36 60.23 NA
MCBN Mid-Coast Bancorp, Inc. ME NASDAQ 19.000 20.250 8.095 1.33 0.00 21.36 243.20 0.50
BWFC Bank West Financial Corp. MI NASDAQ 11.000 12.250 8.500 0.00 4.76 12.21 70.41 0.28
CFSB CFSB Bancorp, Inc. MI NASDAQ 19.875 21.818 3.169 -0.63 10.42 13.03 168.26 0.43
DNFC D & N Financial Corp. MI NASDAQ 16.500 18.875 2.500 7.32 18.92 10.16 185.59 0.00
MSBF MSB Financial, Inc. MI NASDAQ 19.500 19.750 10.750 1.30 6.85 19.27 96.13 0.45
MSBK Mutual Savings Bank, FSB MI NASDAQ 5.625 25.500 3.000 -4.26 7.14 9.23 158.53 0.00
OFCP Ottawa Financial Corp. MI NASDAQ 16.938 17.125 10.250 1.12 3.44 14.55 159.73 0.33
SJSB SJS Bancorp MI NASDAQ 25.125 25.875 10.810 -0.50 15.52 17.24 165.52 0.41
SFB Standard Federal Bancorp MI NYSE 57.000 58.000 4.750 1.11 19.37 28.72 492.23 0.76
THR Three Rivers Financial Corp. MI AMSE 13.875 14.375 11.375 1.83 5.71 14.86 102.64 0.30
BDJI First Federal Bancorporation MN NASDAQ 17.500 18.500 10.625 -2.10 6.06 17.59 153.10 0.00
FFHH FSF Financial Corp. MN NASDAQ 14.750 15.125 7.750 3.51 7.27 15.50 101.96 0.50
HMNF HMN Financial, Inc. MN NASDAQ 18.000 18.250 9.313 0.00 5.88 17.90 120.97 0.00
MIVI Mississippi View Holding Co. MN NASDAQ 12.750 12.750 8.500 0.00 0.00 14.17 79.77 0.16
QCFB QCF Bancorp, Inc. MN NASDAQ 17.688 18.250 11.000 8.85 15.99 18.34 104.00 0.00
TCB TCF Financial Corp. MN NYSE 44.250 45.000 2.813 2.31 13.46 14.98 204.03 0.69
WEFC Wells Financial Corp. MN NASDAQ 13.250 13.500 9.000 6.00 3.92 13.36 96.87 0.00
CMRN Cameron Financial Corp MO NASDAQ 16.000 16.250 10.688 0.00 6.67 16.43 65.39 0.28
CAPS Capital Savings Bancorp, Inc. MO NASDAQ 12.875 14.750 6.125 -7.21 11.96 10.41 123.26 0.18
CBES CBES Bancorp, Inc. MO NASDAQ 14.250 14.500 12.625 4.59 7.55 16.56 94.36 NA
CNSB CNS Bancorp, Inc. MO NASDAQ 15.000 15.500 11.000 2.56 13.21 14.60 59.82 NA
FBSI First Bancshares, Inc. MO NASDAQ 17.000 17.250 10.250 3.03 6.25 18.89 127.91 0.20
FTNB Fulton Bancorp, Inc. MO NASDAQ 15.000 16.250 12.500 1.69 NA 14.24 58.38 NA
GSBC Great Southern Bancorp, Inc. MO NASDAQ 17.250 18.000 1.146 0.00 11.29 7.63 75.33 0.36
HFSA Hardin Bancorp, Inc. MO NASDAQ 12.250 13.000 11.000 -2.00 -1.01 14.66 87.36 0.30
JSBA Jefferson Savings Bancorp MO NASDAQ 26.000 30.750 13.250 14.29 7.22 21.59 269.82 0.24
JOAC Joachim Bancorp, Inc. MO NASDAQ 14.250 15.250 11.500 -1.72 1.79 14.05 47.51 NA
LXMO Lexington B&L Financial Corp. MO NASDAQ 13.500 13.500 9.500 3.85 14.89 14.83 48.75 NA
MBLF MBLA Financial Corp. MO NASDAQ 19.250 26.000 12.750 -1.28 -9.41 20.67 167.95 0.40
NASB North American Savings Bank MO NASDAQ 34.250 34.250 2.500 3.01 1.48 22.21 326.41 0.56
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
HRBF Harbor Federal Bancorp, Inc. MD NASDAQ 56.47 104.57 13.44 26.41
MFSL Maryland Federal Bancorp MD NASDAQ 13.70 118.02 9.50 17.13
WSB Washington Savings Bank, FSB MD AMSE 18.52 100.40 8.27 10.42
WHGB WHG Bancshares Corp. MD NASDAQ NA 94.88 22.62 NA
MCBN Mid-Coast Bancorp, Inc. ME NASDAQ 24.36 88.95 7.81 14.18
BWFC Bank West Financial Corp. MI NASDAQ 25.00 90.09 15.62 44.00
CFSB CFSB Bancorp, Inc. MI NASDAQ 18.57 152.53 11.81 13.90
DNFC D & N Financial Corp. MI NASDAQ 13.64 162.40 8.89 10.86
MSBF MSB Financial, Inc. MI NASDAQ 15.73 101.19 20.29 12.66
MSBK Mutual Savings Bank, FSB MI NASDAQ 51.14 60.94 3.55 NM
OFCP Ottawa Financial Corp. MI NASDAQ 36.04 116.41 10.60 17.64
SJSB SJS Bancorp MI NASDAQ 96.63 145.74 15.18 32.63
SFB Standard Federal Bancorp MI NYSE 38.26 198.47 11.58 15.08
THR Three Rivers Financial Corp. MI AMSE 27.21 93.37 13.52 17.34
BDJI First Federal Bancorporation MN NASDAQ 41.67 99.49 11.43 19.02
FFHH FSF Financial Corp. MN NASDAQ 30.73 95.16 14.47 22.01
HMNF HMN Financial, Inc. MN NASDAQ 19.15 100.56 14.88 16.67
MIVI Mississippi View Holding Co. MN NASDAQ 19.62 89.98 15.98 15.74
QCFB QCF Bancorp, Inc. MN NASDAQ 14.99 96.44 17.01 11.71
TCB TCF Financial Corp. MN NYSE 19.07 295.39 21.69 16.09
WEFC Wells Financial Corp. MN NASDAQ 24.54 99.18 13.68 14.72
CMRN Cameron Financial Corp MO NASDAQ 20.78 97.38 24.47 16.84
CAPS Capital Savings Bancorp, Inc. MO NASDAQ 19.51 123.68 10.45 12.75
CBES CBES Bancorp, Inc. MO NASDAQ NA 86.05 15.10 NA
CNSB CNS Bancorp, Inc. MO NASDAQ NA 102.74 25.08 NA
FBSI First Bancshares, Inc. MO NASDAQ 21.52 89.99 13.29 14.66
FTNB Fulton Bancorp, Inc. MO NASDAQ NA 105.34 25.69 NA
GSBC Great Southern Bancorp, Inc. MO NASDAQ 17.60 226.08 22.90 15.40
HFSA Hardin Bancorp, Inc. MO NASDAQ 33.11 83.56 14.02 18.01
JSBA Jefferson Savings Bancorp MO NASDAQ 40.00 120.43 9.64 15.12
JOAC Joachim Bancorp, Inc. MO NASDAQ NA 101.42 29.99 NA
LXMO Lexington B&L Financial Corp. MO NASDAQ NA 91.03 27.69 NA
MBLF MBLA Financial Corp. MO NASDAQ 23.77 93.13 11.46 17.82
NASB North American Savings Bank MO NASDAQ 9.38 154.21 10.49 9.93
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NSLB NS&L Bancorp, Inc. MO NASDAQ 14.000 14.000 11.750 0.00 12.00 16.04 81.42 0.48
PCBC Perry County Financial Corp. MO NASDAQ 18.000 21.500 12.375 5.88 5.88 17.68 95.18 0.30
RFED Roosevelt Financial Group MO NASDAQ 20.688 21.000 2.167 8.17 16.55 10.76 214.61 0.61
SMFC Sho-Me Financial Corp. MO NASDAQ 23.625 23.625 9.375 9.25 22.73 19.96 177.43 0.00
SMBC Southern Missouri Bancorp, Inc MO NASDAQ 14.250 17.500 8.875 1.79 -0.87 15.39 97.77 0.50
CFTP Community Federal Bancorp MS NASDAQ 16.938 17.250 12.250 -1.81 23.19 15.67 47.64 NA
FFBS FFBS BanCorp, Inc. MS NASDAQ 22.125 24.250 12.000 -3.80 1.72 16.62 80.06 0.45
MGNL Magna Bancorp, Inc. MS NASDAQ 18.500 22.500 0.844 2.78 -8.64 9.16 94.77 0.35
GBCI Glacier Bancorp, Inc. MT NASDAQ 23.250 25.250 1.495 0.00 -6.06 11.54 122.11 0.61
SFBM Security Bancorp MT NASDAQ 29.500 30.250 4.250 0.00 -0.42 20.83 257.50 0.69
UBMT United Financial Corp. MT NASDAQ 18.750 22.500 5.625 -2.60 0.67 19.89 88.24 0.87
WSTR WesterFed Financial Corp. MT NASDAQ 18.375 18.750 11.375 -1.34 11.36 17.81 128.80 0.38
CFNC Carolina Fincorp, Inc. NC NASDAQ 13.375 13.750 13.000 0.94 NA NA NA NA
CENB Century Bancorp, Inc. NC NASDAQ 63.500 66.000 62.000 NA NA NA NA NA
COOP Cooperative Bankshares, Inc. NC NASDAQ 20.000 22.500 3.467 0.00 8.11 16.90 219.35 0.00
SOPN First Savings Bancorp, Inc. NC NASDAQ 18.375 21.000 13.500 1.38 3.52 17.90 70.30 0.69
GSFC Green Street Financial Corp. NC NASDAQ 15.875 16.125 12.125 3.25 4.10 14.47 41.00 NA
HFNC HFNC Financial Corp. NC NASDAQ 18.000 18.250 13.125 2.13 1.41 14.41 49.15 NA
KSAV KS Bancorp, Inc. NC NASDAQ 20.250 22.000 11.625 -2.99 3.18 20.83 144.97 1.10
MBSP Mitchell Bancorp, Inc. NC NASDAQ 14.375 14.375 10.190 3.60 18.56 15.02 35.70 NA
PDB Piedmont Bancorp, Inc. NC AMSE 10.125 19.125 10.000 -5.81 -32.50 13.54 48.01 NA
SSB Scotland Bancorp, Inc NC AMSE 14.750 14.750 11.625 5.36 12.38 13.47 37.29 NA
SSFC South Street Financial Corp. NC NASDAQ 14.125 14.625 12.125 0.89 13.00 NA NA NA
SSM Stone Street Bancorp, Inc. NC AMSE 20.125 20.500 16.250 1.26 10.27 20.49 58.28 NA
UFRM United Federal Savings Bank NC NASDAQ 8.750 8.750 1.750 4.48 8.52 6.44 86.00 0.19
CFB Commercial Federal Corporation NE NYSE 47.250 48.500 1.625 2.16 10.85 25.96 481.20 0.50
EBCP Eastern Bancorp NH NASDAQ 23.250 24.000 3.000 3.33 15.53 17.41 237.89 0.49
NHTB New Hampshire Thrift Bncshrs NH NASDAQ 12.250 13.375 1.750 3.16 3.16 11.31 155.47 0.50
FBER 1st Bergen Bancorp NJ NASDAQ 11.375 12.125 9.000 -2.15 3.41 13.41 78.76 NA
COFD Collective Bancorp, Inc. NJ NASDAQ 34.375 36.375 1.351 -1.26 14.58 18.45 271.88 0.95
FSPG First Home Bancorp, Inc. NJ NASDAQ 20.250 20.250 2.531 9.46 12.50 15.50 240.00 0.48
FSFI First State Financial Services NJ NASDAQ 15.750 15.750 1.625 2.44 18.87 8.97 155.34 0.22
FMCO FMS Financial Corporation NJ NASDAQ 18.813 18.813 1.500 8.28 20.40 13.71 210.13 0.20
IBSF IBS Financial Corp. NJ NASDAQ 15.250 16.250 8.409 -3.17 -0.81 13.42 69.00 0.24
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
NSLB NS&L Bancorp, Inc. MO NASDAQ 33.33 87.28 17.19 23.73
PCBC Perry County Financial Corp. MO NASDAQ 31.58 101.81 18.91 19.57
RFED Roosevelt Financial Group MO NASDAQ 26.19 192.27 9.64 12.17
SMFC Sho-Me Financial Corp. MO NASDAQ 21.67 118.36 13.32 16.88
SMBC Southern Missouri Bancorp, Inc MO NASDAQ 21.59 92.59 14.58 15.49
CFTP Community Federal Bancorp MS NASDAQ NA 108.09 35.55 NA
FFBS FFBS BanCorp, Inc. MS NASDAQ 25.14 133.12 27.64 19.41
MGNL Magna Bancorp, Inc. MS NASDAQ 15.04 201.97 19.52 12.17
GBCI Glacier Bancorp, Inc. MT NASDAQ 14.35 201.47 19.04 12.77
SFBM Security Bancorp MT NASDAQ 22.87 141.62 11.46 18.32
UBMT United Financial Corp. MT NASDAQ 17.69 94.27 21.25 14.65
WSTR WesterFed Financial Corp. MT NASDAQ 24.50 103.17 14.27 17.17
CFNC Carolina Fincorp, Inc. NC NASDAQ NA NA NA NA
CENB Century Bancorp, Inc. NC NASDAQ NA NA NA NA
COOP Cooperative Bankshares, Inc. NC NASDAQ NM 118.34 9.12 NM
SOPN First Savings Bancorp, Inc. NC NASDAQ 22.14 102.65 26.14 17.84
GSFC Green Street Financial Corp. NC NASDAQ NA 109.71 38.72 NA
HFNC HFNC Financial Corp. NC NASDAQ NA 124.91 36.62 NA
KSAV KS Bancorp, Inc. NC NASDAQ 18.75 97.22 13.97 12.50
MBSP Mitchell Bancorp, Inc. NC NASDAQ NA 95.71 40.27 NA
PDB Piedmont Bancorp, Inc. NC AMSE NA 74.78 21.09 NA
SSB Scotland Bancorp, Inc NC AMSE NA 109.50 39.55 NA
SSFC South Street Financial Corp. NC NASDAQ NA NA NA NA
SSM Stone Street Bancorp, Inc. NC AMSE NA 98.22 34.53 NA
UFRM United Federal Savings Bank NC NASDAQ 39.77 135.87 10.17 21.34
CFB Commercial Federal Corporation NE NYSE 17.63 182.01 9.82 11.96
EBCP Eastern Bancorp NH NASDAQ 26.72 133.54 9.77 20.76
NHTB New Hampshire Thrift Bncshrs NH NASDAQ 20.42 108.31 7.88 13.76
FBER 1st Bergen Bancorp NJ NASDAQ NA 84.82 14.44 NA
COFD Collective Bancorp, Inc. NJ NASDAQ 14.75 186.31 12.64 12.02
FSPG First Home Bancorp, Inc. NJ NASDAQ 9.78 130.65 8.44 8.88
FSFI First State Financial Services NJ NASDAQ NM 175.59 10.14 NM
FMCO FMS Financial Corporation NJ NASDAQ 18.44 137.22 8.95 10.87
IBSF IBS Financial Corp. NJ NASDAQ 35.47 113.64 22.10 22.10
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LVSB Lakeview Financial NJ NASDAQ 27.250 27.375 7.335 17.20 28.24 19.47 190.05 0.22
LFBI Little Falls Bancorp, Inc. NJ NASDAQ 12.625 13.500 9.500 3.06 5.21 14.45 97.11 NA
OCFC Ocean Financial Corp. NJ NASDAQ 27.063 27.063 19.625 3.10 12.18 27.23 131.37 NA
PBCI Pamrapo Bancorp, Inc. NJ NASDAQ 19.500 26.125 2.563 -0.64 2.63 16.91 112.34 0.95
PFSB PennFed Financial Services,Inc NJ NASDAQ 20.750 20.750 9.063 1.84 9.21 20.23 235.41 0.00
PULS Pulse Bancorp NJ NASDAQ 16.250 18.000 4.000 -2.99 -3.70 12.61 164.76 0.70
SFIN Statewide Financial Corp. NJ NASDAQ 14.375 14.625 11.250 3.60 9.52 13.09 132.56 NA
WYNE Wayne Bancorp, Inc. NJ NASDAQ 15.063 15.250 10.750 5.71 7.59 16.10 107.38 NA
WWFC Westwood Financial Corporation NJ NASDAQ 15.750 16.500 10.250 -1.56 16.67 14.76 144.82 NA
AABC Access Anytime Bancorp, Inc. NM NASDAQ 6.250 10.417 1.750 8.70 4.17 6.82 148.75 0.00
GUPB GFSB Bancorp, Inc. NM NASDAQ 16.125 16.250 12.875 3.20 13.16 16.36 88.44 0.80
AFED AFSALA Bancorp, Inc. NY NASDAQ 13.000 13.000 11.313 10.64 13.66 NA NA NA
ALBK ALBANK Financial Corporation NY NASDAQ 30.625 32.813 9.167 -6.67 10.36 23.97 267.91 0.46
ALBC Albion Banc Corp. NY NASDAQ 17.000 18.750 10.500 0.74 0.00 23.06 239.39 0.31
ASFC Astoria Financial Corporation NY NASDAQ 36.875 38.000 12.688 2.43 17.53 26.32 337.78 0.42
BFSI BFS Bankorp, Inc. NY NASDAQ 49.750 55.000 2.500 1.02 -3.40 30.70 393.26 0.00
CARV Carver Bancorp, Inc. NY NASDAQ 8.875 10.750 6.250 14.52 7.58 14.96 157.73 0.00
FIBC Financial Bancorp, Inc. NY NASDAQ 15.500 16.250 8.500 7.83 5.08 14.40 148.98 0.28
HAVN Haven Bancorp, Inc. NY NASDAQ 28.250 29.125 10.000 -3.00 5.12 21.73 361.96 0.50
LISB Long Island Bancorp, Inc. NY NASDAQ 34.250 35.000 12.090 9.60 16.60 21.06 217.65 0.40
NYB New York Bancorp Inc. NY NYSE 38.375 38.875 2.425 12.45 16.73 13.69 264.98 0.80
PEEK Peekskill Financial Corp. NY NASDAQ 14.250 14.750 11.125 3.64 4.59 14.39 48.83 NA
PKPS Poughkeepsie Savings Bank, FS NY NASDAQ 5.250 26.750 0.875 2.44 0.00 5.59 68.58 0.10
RELY Reliance Bancorp, Inc. NY NASDAQ 18.875 19.500 8.875 -0.66 0.00 16.78 205.28 0.49
SFED SFS Bancorp, Inc. NY NASDAQ 14.875 16.000 11.000 0.00 0.85 16.56 129.87 0.06
TPNZ Tappan Zee Financial, Inc. NY NASDAQ 14.750 14.750 11.250 6.31 8.26 13.96 77.88 NA
YFCB Yonkers Financial Corporation NY NASDAQ 12.750 13.125 9.310 2.00 0.99 13.72 72.68 NA
ASBP ASB Financial Corp. OH NASDAQ 13.000 18.250 11.375 -23.53 -7.14 15.82 66.69 0.35
CAFI Camco Financial Corp. OH NASDAQ 14.750 19.286 12.245 -9.23 -14.49 13.81 182.15 0.43
COFI Charter One Financial OH NASDAQ 42.250 44.000 3.281 1.50 -0.59 19.48 295.66 0.82
CTZN CitFed Bancorp, Inc. OH NASDAQ 31.750 34.000 6.167 4.53 14.76 20.39 320.17 0.19
CIBI Community Investors Bancorp OH NASDAQ 16.500 18.250 10.750 -2.94 -1.49 16.99 142.29 0.22
DCBI Delphos Citizens Bancorp, Inc. OH NASDAQ 12.000 12.500 11.750 1.05 NA NA NA NA
EFBI Enterprise Federal Bancorp OH NASDAQ 15.000 18.000 11.250 -3.23 3.45 15.97 113.66 3.00
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
LVSB Lakeview Financial NJ NASDAQ 12.50 139.96 14.34 18.17
LFBI Little Falls Bancorp, Inc. NJ NASDAQ NA 87.37 13.00 NA
OCFC Ocean Financial Corp. NJ NASDAQ NA 99.39 20.60 NA
PBCI Pamrapo Bancorp, Inc. NJ NASDAQ 20.97 115.32 17.36 14.23
PFSB PennFed Financial Services,Inc NJ NASDAQ 19.39 102.57 8.81 11.86
PULS Pulse Bancorp NJ NASDAQ 17.29 128.87 9.86 11.52
SFIN Statewide Financial Corp. NJ NASDAQ NA 109.82 10.84 NA
WYNE Wayne Bancorp, Inc. NJ NASDAQ NA 93.56 14.03 NA
WWFC Westwood Financial Corporation NJ NASDAQ NA 106.71 10.88 NA
AABC Access Anytime Bancorp, Inc. NM NASDAQ NM 91.64 4.20 NM
GUPB GFSB Bancorp, Inc. NM NASDAQ 26.01 98.56 18.23 20.41
AFED AFSALA Bancorp, Inc. NY NASDAQ NA NA NA NA
ALBK ALBANK Financial Corporation NY NASDAQ 18.01 127.76 11.43 13.98
ALBC Albion Banc Corp. NY NASDAQ NM 73.72 7.10 38.64
ASFC Astoria Financial Corporation NY NASDAQ 23.19 140.10 10.92 15.56
BFSI BFS Bankorp, Inc. NY NASDAQ 9.51 162.05 12.65 8.12
CARV Carver Bancorp, Inc. NY NASDAQ NM 59.32 5.63 21.65
FIBC Financial Bancorp, Inc. NY NASDAQ 24.22 107.64 10.40 13.25
HAVN Haven Bancorp, Inc. NY NASDAQ 14.64 130.00 7.80 9.39
LISB Long Island Bancorp, Inc. NY NASDAQ 25.75 162.63 15.74 21.27
NYB New York Bancorp Inc. NY NYSE 14.32 280.31 14.48 13.10
PEEK Peekskill Financial Corp. NY NASDAQ NA 99.03 29.18 NA
PKPS Poughkeepsie Savings Bank, FS NY NASDAQ 5.53 93.92 7.66 NA
RELY Reliance Bancorp, Inc. NY NASDAQ 21.45 112.49 9.19 12.93
SFED SFS Bancorp, Inc. NY NASDAQ 27.55 89.82 11.45 14.73
TPNZ Tappan Zee Financial, Inc. NY NASDAQ NA 105.66 18.94 NA
YFCB Yonkers Financial Corporation NY NASDAQ NA 92.93 17.54 NA
ASBP ASB Financial Corp. OH NASDAQ 33.33 82.17 19.49 21.31
CAFI Camco Financial Corp. OH NASDAQ 11.17 106.81 8.10 9.70
COFI Charter One Financial OH NASDAQ 79.72 216.89 14.29 12.92
CTZN CitFed Bancorp, Inc. OH NASDAQ 23.52 155.71 9.92 15.12
CIBI Community Investors Bancorp OH NASDAQ 18.75 97.12 11.60 12.50
DCBI Delphos Citizens Bancorp, Inc. OH NASDAQ NA NA NA NA
EFBI Enterprise Federal Bancorp OH NASDAQ 22.73 93.93 13.20 23.81
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFDF FFD Financial Corp. OH NASDAQ 13.000 13.750 10.000 -3.70 14.91 14.72 58.73 NA
FFYF FFY Financial Corp. OH NASDAQ 25.313 25.875 12.250 -1.22 5.47 19.98 117.75 0.60
FFOH Fidelity Financial of Ohio OH NASDAQ 12.250 12.250 3.112 10.11 22.50 12.46 62.76 NA
FDEF First Defiance Financial OH NASDAQ 12.625 12.625 5.790 1.00 12.22 12.17 52.89 NA
FFBZ First Federal Bancorp, Inc. OH NASDAQ 17.500 17.500 3.125 20.69 27.27 8.25 117.49 0.21
FFHS First Franklin Corporation OH NASDAQ 16.000 17.500 3.500 -5.88 6.67 17.06 188.47 0.30
FFSW FirstFederal Financial Svcs OH NASDAQ 38.500 39.750 2.232 -0.65 23.69 15.07 307.48 0.46
GFCO Glenway Financial Corp. OH NASDAQ 19.500 23.333 15.419 2.63 -0.64 22.88 246.43 0.65
HHFC Harvest Home Financial Corp. OH NASDAQ 9.500 13.750 8.750 -3.80 -3.80 10.40 84.20 3.40
HVFD Haverfield Corporation OH NASDAQ 18.625 19.750 5.165 0.68 -4.49 14.47 183.89 0.54
HCFC Home City Financial Corp. OH NASDAQ 12.250 13.250 12.000 NA NA NA NA NA
INBI Industrial Bancorp OH NASDAQ 12.500 16.000 9.875 0.00 -1.96 10.92 57.68 3.90
LONF London Financial Corporation OH NASDAQ 14.250 14.500 9.750 5.56 26.67 14.95 69.60 NA
MFFC Milton Federal Financial Corp. OH NASDAQ 14.250 17.125 10.000 1.79 2.70 14.76 79.71 1.43
OHSL OHSL Financial Corp. OH NASDAQ 21.250 22.000 11.500 4.29 8.97 20.58 177.96 0.74
PFFC Peoples Financial Corp. OH NASDAQ 13.000 13.500 10.875 -0.95 1.96 15.90 59.86 NA
PTRS Potters Financial Corp. OH NASDAQ 19.250 20.000 9.000 -1.28 5.48 20.35 247.93 0.29
PVFC PVF Capital Corp. OH NASDAQ 15.750 16.000 4.316 8.62 6.78 9.67 148.61 0.00
SFSL Security First Corp. OH NASDAQ 19.250 19.250 1.625 17.56 28.33 11.19 120.64 0.42
SSBK Strongsville Savings Bank OH NASDAQ 22.000 22.500 15.500 3.53 0.00 16.56 214.24 0.46
SBCN Suburban Bancorporation, Inc. OH NASDAQ 16.250 18.500 10.500 3.17 1.56 17.76 142.34 0.55
WOFC Western Ohio Financial Corp. OH NASDAQ 21.875 24.375 14.750 8.02 8.02 24.34 159.01 1.00
WEHO Westwood Homestead Fin. Corp. OH NASDAQ 12.000 12.250 10.375 1.05 12.94 15.10 45.82 NA
WFCO Winton Financial Corp. OH NASDAQ 13.250 15.000 3.750 15.22 15.22 10.49 147.14 0.42
FFWD Wood Bancorp, Inc. OH NASDAQ 16.500 17.250 8.000 0.76 -2.94 13.40 101.74 0.24
KFBI Klamath First Bancorp OR NASDAQ 15.625 16.125 12.500 4.17 8.70 14.98 57.87 NA
BRFC Bridgeville Savings Bank PA NASDAQ 15.250 16.000 11.750 -4.69 0.00 14.12 48.78 0.59
CVAL Chester Valley Bancorp Inc. PA NASDAQ 18.500 20.000 3.879 -3.90 -3.90 15.36 173.84 0.37
CMSB Commonwealth Bancorp, Inc. PA NASDAQ 14.625 15.125 5.790 3.54 27.17 12.67 116.13 NA
FSBI Fidelity Bancorp, Inc. PA NASDAQ 19.000 20.500 3.756 -3.18 -1.30 15.86 231.49 0.30
FBBC First Bell Bancorp, Inc. PA NASDAQ 13.500 17.375 10.000 -20.00 -10.74 13.71 74.37 0.20
FKFS First Keystone Financial PA NASDAQ 19.625 20.875 10.250 1.95 9.03 17.86 227.65 0.00
SHEN First Shenango Bancorp, Inc. PA NASDAQ 22.500 23.750 12.750 0.00 7.78 20.42 170.09 0.44
GAF GA Financial, Inc. PA AMSE 15.125 15.375 10.250 -0.82 14.15 15.50 66.17 NA
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
FFDF FFD Financial Corp. OH NASDAQ NA 88.32 22.14 NA
FFYF FFY Financial Corp. OH NASDAQ 26.37 126.69 21.50 17.10
FFOH Fidelity Financial of Ohio OH NASDAQ NA 98.31 19.52 NA
FDEF First Defiance Financial OH NASDAQ NA 103.74 23.87 NA
FFBZ First Federal Bancorp, Inc. OH NASDAQ 20.83 212.12 14.89 15.49
FFHS First Franklin Corporation OH NASDAQ 33.33 93.79 8.49 14.95
FFSW FirstFederal Financial Svcs OH NASDAQ 23.05 255.47 12.52 17.74
GFCO Glenway Financial Corp. OH NASDAQ 30.00 85.23 7.91 13.18
HHFC Harvest Home Financial Corp. OH NASDAQ 59.38 91.35 11.28 21.59
HVFD Haverfield Corporation OH NASDAQ 25.51 128.71 10.13 13.40
HCFC Home City Financial Corp. OH NASDAQ NA NA NA NA
INBI Industrial Bancorp OH NASDAQ 27.78 114.47 21.67 14.88
LONF London Financial Corporation OH NASDAQ NA 95.32 20.47 NA
MFFC Milton Federal Financial Corp. OH NASDAQ 29.08 96.54 17.88 22.62
OHSL OHSL Financial Corp. OH NASDAQ 22.85 103.26 11.94 15.40
PFFC Peoples Financial Corp. OH NASDAQ NA 81.76 21.72 NA
PTRS Potters Financial Corp. OH NASDAQ NM 94.59 7.76 21.88
PVFC PVF Capital Corp. OH NASDAQ 14.86 162.87 10.60 7.91
SFSL Security First Corp. OH NASDAQ 19.06 172.03 15.96 13.56
SSBK Strongsville Savings Bank OH NASDAQ 17.19 132.85 10.27 13.25
SBCN Suburban Bancorporation, Inc. OH NASDAQ 73.86 91.50 11.42 20.83
WOFC Western Ohio Financial Corp. OH NASDAQ 34.72 89.87 13.76 36.46
WEHO Westwood Homestead Fin. Corp. OH NASDAQ NA 79.47 26.19 NA
WFCO Winton Financial Corp. OH NASDAQ 22.08 126.31 9.01 13.52
FFWD Wood Bancorp, Inc. OH NASDAQ 20.12 123.13 16.22 14.86
KFBI Klamath First Bancorp OR NASDAQ NA 104.31 27.00 NA
BRFC Bridgeville Savings Bank PA NASDAQ 30.50 108.00 31.26 23.46
CVAL Chester Valley Bancorp Inc. PA NASDAQ 18.69 120.44 10.64 12.59
CMSB Commonwealth Bancorp, Inc. PA NASDAQ NA 115.43 12.59 NA
FSBI Fidelity Bancorp, Inc. PA NASDAQ 20.21 119.80 8.21 11.66
FBBC First Bell Bancorp, Inc. PA NASDAQ 13.50 98.47 18.15 11.64
FKFS First Keystone Financial PA NASDAQ 26.52 109.88 8.62 12.50
SHEN First Shenango Bancorp, Inc. PA NASDAQ 19.57 110.19 13.23 NA
GAF GA Financial, Inc. PA AMSE NA 97.58 22.86 NA
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HARL Harleysville Savings Bank PA NASDAQ 19.000 20.500 3.535 1.33 8.57 15.18 244.21 0.40
LARL Laurel Capital Group, Inc. PA NASDAQ 17.500 17.500 3.627 9.38 9.38 13.87 133.34 0.35
MLBC ML Bancorp, Inc. PA NASDAQ 14.125 14.875 6.219 -4.24 0.44 12.55 159.14 0.34
PVSA Parkvale Financial Corporation PA NASDAQ 25.250 26.500 2.150 -3.81 1.81 16.96 228.71 0.44
PBIX Patriot Bank Corp. PA NASDAQ 13.500 13.854 10.258 0.00 8.91 12.94 109.83 NA
PWBC PennFirst Bancorp, Inc. PA NASDAQ 13.750 15.915 4.019 1.85 0.92 12.52 179.28 0.86
PWBK Pennwood Savings Bank PA NASDAQ 13.000 13.750 9.000 4.00 20.93 15.17 75.76 NA
PHFC Pittsburgh Home Financial Corp PA NASDAQ 13.500 13.625 9.500 3.85 13.68 13.92 89.51 NA
PRBC Prestige Bancorp, Inc. PA NASDAQ 13.625 13.750 9.750 4.81 11.22 15.77 108.39 NA
PSAB Prime Bancorp, Inc. PA NASDAQ 20.000 20.682 3.194 0.00 3.23 15.44 181.82 0.68
PFNC Progress Financial Corporation PA NASDAQ 8.438 18.750 0.750 -2.17 14.41 5.01 98.44 0.02
SVRN Sovereign Bancorp, Inc. PA NASDAQ 13.125 13.625 1.005 -0.48 12.90 7.76 189.82 0.08
THRD TF Financial Corporation PA NASDAQ 16.625 16.750 9.750 4.72 12.71 18.10 154.64 0.30
THBC Troy Hill Bancorp, Inc. PA NASDAQ 20.063 20.125 10.250 0.31 0.95 16.87 93.14 0.40
WVFC WVS Financial Corporation PA NASDAQ 24.000 25.000 13.000 -1.03 10.98 19.72 153.04 2.10
YFED York Financial Corp. PA NASDAQ 16.000 18.409 4.301 -3.03 -0.84 12.37 155.68 0.52
AMFB American Federal Bank, FSB SC NASDAQ 19.625 19.625 0.625 2.61 13.77 9.90 127.32 0.44
CFCP Coastal Financial Corp. SC NASDAQ 19.250 22.000 1.918 -11.49 -3.75 8.04 133.54 0.42
FFCH First Financial Holdings Inc. SC NASDAQ 22.750 24.250 4.000 -3.19 12.35 14.91 243.20 0.64
FSFC First Southeast Financial Corp SC NASDAQ 10.125 20.250 9.125 5.19 9.46 7.55 75.05 10.40
PALM Palfed, Inc. SC NASDAQ 14.000 18.500 3.500 -3.45 3.70 10.10 126.23 0.06
SCCB S. Carolina Community Bancshrs SC NASDAQ 15.250 20.500 12.625 -7.58 1.67 16.84 58.79 0.60
HFFC HF Financial Corp. SD NASDAQ 17.000 17.500 5.500 1.49 15.25 16.46 190.48 0.34
TWIN Twin City Bancorp TN NASDAQ 17.500 18.750 10.500 -2.78 -2.78 15.58 124.41 0.77
BNKU Bank United Corp. TX NASDAQ 24.375 28.500 22.500 -14.47 -3.47 16.81 339.05 0.00
CBSA Coastal Bancorp, Inc. TX NASDAQ 23.250 24.750 9.875 -1.06 11.04 18.04 576.05 0.38
ETFS East Texas Financial Services TX NASDAQ 17.000 17.000 11.000 5.43 15.25 19.39 105.97 0.15
FBHC Fort Bend Holding Corp. TX NASDAQ 24.500 25.750 10.375 -4.85 27.27 21.24 343.87 0.28
LOAN Horizon Bancorp TX NASDAQ 20.000 21.500 7.250 2.56 12.68 7.99 101.33 0.15
JXVL Jacksonville Bancorp, Inc. TX NASDAQ 14.500 15.000 7.141 -0.85 11.94 13.34 82.33 NA
BFSB Bedford Bancshares, Inc. VA NASDAQ 17.500 18.750 10.250 -4.11 1.45 16.95 111.36 0.39
CNIT CENIT Bancorp, Inc. VA NASDAQ 40.500 41.500 10.875 3.85 5.19 29.55 419.95 0.60
CFFC Community Financial Corp. VA NASDAQ 21.500 22.500 4.250 2.38 -1.71 17.59 126.40 0.48
ESX Essex Bancorp, Inc. VA AMSE 1.875 19.250 0.750 -11.76 -11.76 -0.16 162.92 0.00
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
HARL Harleysville Savings Bank PA NASDAQ 16.10 125.16 7.78 10.00
LARL Laurel Capital Group, Inc. PA NASDAQ 13.26 126.17 13.12 10.23
MLBC ML Bancorp, Inc. PA NASDAQ 12.96 112.55 8.88 13.85
PVSA Parkvale Financial Corporation PA NASDAQ 15.98 148.88 11.04 11.37
PBIX Patriot Bank Corp. PA NASDAQ NA 104.33 12.29 NA
PWBC PennFirst Bancorp, Inc. PA NASDAQ 19.37 109.82 7.67 13.61
PWBK Pennwood Savings Bank PA NASDAQ NA 85.70 17.16 NA
PHFC Pittsburgh Home Financial Corp PA NASDAQ NA 96.98 15.08 NA
PRBC Prestige Bancorp, Inc. PA NASDAQ NA 86.40 12.57 NA
PSAB Prime Bancorp, Inc. PA NASDAQ 16.81 129.53 11.00 12.58
PFNC Progress Financial Corporation PA NASDAQ 14.30 168.42 8.57 11.56
SVRN Sovereign Bancorp, Inc. PA NASDAQ 16.01 169.14 6.91 NA
THRD TF Financial Corporation PA NASDAQ 21.88 91.85 10.75 15.54
THBC Troy Hill Bancorp, Inc. PA NASDAQ 23.06 118.93 21.54 19.86
WVFC WVS Financial Corporation PA NASDAQ 13.64 121.70 15.68 12.00
YFED York Financial Corp. PA NASDAQ 16.49 129.35 10.28 12.70
AMFB American Federal Bank, FSB SC NASDAQ 15.83 198.23 15.41 12.58
CFCP Coastal Financial Corp. SC NASDAQ 18.51 239.43 14.42 17.19
FFCH First Financial Holdings Inc. SC NASDAQ 20.50 152.58 9.35 12.30
FSFC First Southeast Financial Corp SC NASDAQ NM 134.11 13.49 14.26
PALM Palfed, Inc. SC NASDAQ 31.11 138.61 11.09 19.18
SCCB S. Carolina Community Bancshrs SC NASDAQ 29.33 90.56 25.94 22.43
HFFC HF Financial Corp. SD NASDAQ 15.89 103.28 8.92 12.69
TWIN Twin City Bancorp TN NASDAQ 18.62 112.32 14.07 14.34
BNKU Bank United Corp. TX NASDAQ NM 145.00 7.19 NA
CBSA Coastal Bancorp, Inc. TX NASDAQ 17.75 128.88 4.04 10.52
ETFS East Texas Financial Services TX NASDAQ 40.48 87.67 16.04 22.97
FBHC Fort Bend Holding Corp. TX NASDAQ 41.53 115.35 7.12 15.91
LOAN Horizon Bancorp TX NASDAQ 17.70 250.31 19.74 22.73
JXVL Jacksonville Bancorp, Inc. TX NASDAQ NA 108.70 17.61 NA
BFSB Bedford Bancshares, Inc. VA NASDAQ 14.96 103.24 15.71 11.74
CNIT CENIT Bancorp, Inc. VA NASDAQ 25.80 137.06 9.64 16.74
CFFC Community Financial Corp. VA NASDAQ 16.80 122.23 17.01 13.03
ESX Essex Bancorp, Inc. VA AMSE NM NM 1.15 NM
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFFC FFVA Financial Corp. VA NASDAQ 20.000 21.750 8.250 -3.61 8.84 16.87 105.54 0.38
FFRV Fidelity Financial Bankshares VA NASDAQ 25.000 25.500 2.381 2.04 6.38 12.07 143.23 0.18
GSLC Guaranty Financial Corp. VA NASDAQ 8.250 9.500 6.313 0.00 -8.33 6.89 125.36 0.05
LIFB Life Bancorp, Inc. VA NASDAQ 17.750 18.375 8.313 -3.40 7.17 14.77 142.66 0.44
VABF Virginia Beach Fed. Financial VA NASDAQ 9.500 9.938 1.625 1.33 2.70 8.03 121.60 0.16
VFFC Virginia First Financial Corp. VA NASDAQ 12.750 14.625 1.250 -1.92 -3.77 10.64 136.05 0.08
CASB Cascade Financial Corp. WA NASDAQ 17.500 17.500 2.662 21.74 11.11 10.04 165.99 0.00
FWWB First SB of Washington Bancorp WA NASDAQ 18.000 19.000 12.375 -2.70 6.67 14.84 87.05 NA
IWBK InterWest Bancorp, Inc. WA NASDAQ 31.875 33.000 8.478 -1.92 3.66 14.02 216.23 0.48
STSA Sterling Financial Corp. WA NASDAQ 13.625 15.000 1.878 -2.68 -2.68 10.53 276.54 0.00
WFSL Washington Federal, Inc. WA NASDAQ 25.625 27.500 1.723 -2.84 6.22 14.20 125.69 0.90
AADV Advantage Bancorp, Inc. WI NASDAQ 32.250 34.500 10.600 1.57 -2.27 25.08 299.58 0.29
ABCW Anchor BanCorp Wisconsin WI NASDAQ 35.875 36.250 9.800 2.14 3.05 23.88 408.68 0.39
FCBF FCB Financial Corp. WI NASDAQ 18.500 19.500 10.000 -5.13 -2.63 18.93 109.48 0.66
FFEC First Fed Bncshrs Eau Clair WI NASDAQ 18.375 18.375 8.375 0.68 1.38 14.27 106.31 0.24
FTFC First Federal Capital Corp. WI NASDAQ 24.750 25.250 1.449 4.21 7.61 15.10 238.20 0.60
FFHC First Financial Corp. WI NASDAQ 23.750 24.500 1.114 2.37 16.42 10.73 149.64 0.46
FNGB First Northern Capital Corp. WI NASDAQ 16.688 18.625 3.063 2.70 -3.26 15.84 138.77 0.59
HALL Hallmark Capital Corp. WI NASDAQ 17.375 17.750 9.875 0.72 0.72 18.82 268.67 0.00
MWFD Midwest Federal Financial WI NASDAQ 17.875 24.500 4.167 -16.86 -16.86 10.19 121.39 0.22
NWEQ Northwest Equity Corp. WI NASDAQ 12.125 12.500 6.875 3.74 5.43 13.55 102.77 0.37
OSBF OSB Financial Corp. WI NASDAQ 27.500 27.750 14.500 -0.90 17.02 27.93 215.89 0.60
RELI Reliance Bancshares, Inc. WI NASDAQ 7.000 10.125 6.500 1.82 -24.32 11.43 18.73 NA
SECP Security Capital Corporation WI NASDAQ 72.250 73.750 25.000 -1.03 9.47 56.90 379.63 0.60
STFR St. Francis Capital Corp. WI NASDAQ 26.500 28.000 12.625 0.95 3.92 23.12 256.44 0.40
AFBC Advance Financial Bancorp WV NASDAQ 12.750 12.938 12.750 NA NA NA NA NA
FOBC Fed One Bancorp WV NASDAQ 16.125 16.625 5.358 2.38 0.00 16.62 137.01 0.55
CRZY Crazy Woman Creek Bancorp WY NASDAQ 12.500 12.500 10.000 7.53 6.38 14.62 48.69 NA
TRIC Tri-County Bancorp, Inc. WY NASDAQ 18.500 19.000 11.375 1.37 0.00 20.81 130.55 0.50
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
FFFC FFVA Financial Corp. VA NASDAQ 20.00 118.55 18.95 15.75
FFRV Fidelity Financial Bankshares VA NASDAQ 27.17 207.13 17.45 18.25
GSLC Guaranty Financial Corp. VA NASDAQ 16.50 119.74 6.58 13.75
LIFB Life Bancorp, Inc. VA NASDAQ 23.36 120.18 12.44 15.43
VABF Virginia Beach Fed. Financial VA NASDAQ 190.00 118.31 7.81 35.19
VFFC Virginia First Financial Corp. VA. NASDAQ 7.24 119.83 9.37 13.28
CASB Cascade Financial Corp. WA NASDAQ 26.12 174.30 10.54 24.31
FWWB First SB of Washington Bancorp WA NASDAQ NA 121.29 20.68 NA
IWBK InterWest Bancorp, Inc. WA NASDAQ 20.17 227.35 14.74 14.89
STSA Sterling Financial Corp. WA NASDAQ NM 129.39 4.93 20.04
WFSL Washington Federal, Inc. WA NASDAQ 13.63 180.46 20.39 12.26
AADV Advantage Bancorp, Inc. WI NASDAQ 38.86 128.59 10.77 15.00
ABCW Anchor BanCorp Wisconsin WI NASDAQ 15.80 150.23 8.78 12.46
FCBF FCB Financial Corp. WI NASDAQ 19.68 97.73 16.90 15.81
FFEC First Fed Bncshrs Eau Clair WI NASDAQ 25.17 128.77 17.28 19.34
FTFC First Federal Capital Corp. WI NASDAQ 17.07 163.91 10.39 15.00
FFHC First Financial Corp. WI NASDAQ 18.27 221.34 15.87 12.84
FNGB First Northern Capital Corp. WI NASDAQ 25.67 105.35 12.03 16.05
HALL Hallmark Capital Corp. WI NASDAQ 17.38 92.32 6.47 13.06
MWFD Midwest Federal Financial WI NASDAQ 16.40 175.42 14.73 16.71
NWEQ Northwest Equity Corp. WI NASDAQ 17.83 89.48 11.80 14.79
OSBF OSB Financial Corp. WI NASDAQ 250.00 98.46 12.74 27.23
RELI Reliance Bancshares, Inc. WI NASDAQ NA 61.24 37.37 NA
SECP Security Capital Corporation WI NASDAQ 24.24 126.98 19.03 17.84
STFR St. Francis Capital Corp. WI NASDAQ 14.56 114.62 10.33 14.80
AFBC Advance Financial Bancorp WV NASDAQ NA NA NA NA
FOBC Fed One Bancorp WV NASDAQ 18.12 97.02 11.77 12.22
CRZY Crazy Woman Creek Bancorp WY NASDAQ NA 85.50 25.67 NA
TRIC Tri-County Bancorp, Inc. WY NASDAQ 24.34 88.90 14.17 17.79
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ALL THRIFTS
AVERAGE 18.898 22.249 8.299 1.36 6.63 15.94 161.84 0.51
MEDIAN 16.750 18.409 9.500 1.05 6.43 15.31 132.94 0.37
HIGH 72.250 589.500 62.000 21.74 40.00 56.90 645.07 10.40
LOW 1.875 6.917 0.223 -25.00 -58.95 -0.16 13.62 0.00
AVERAGE FOR STATE
OH 17.865 19.433 8.687 1.79 7.07 15.53 143.77 0.86
AVERAGE BY REGION
MIDWEST 18.789 20.384 8.922 1.22 5.75 16.60 148.13 0.52
NEW ENGLAND 20.944 21.799 6.401 0.64 7.97 17.81 249.88 0.53
MID ATLANTIC 18.849 20.322 7.254 2.04 7.65 15.94 168.00 0.38
SOUTHEAST 17.192 19.302 8.560 0.21 5.22 13.26 124.01 0.74
SOUTHWEST 18.589 19.824 10.586 2.47 11.26 15.35 181.71 0.50
WEST 21.674 39.373 6.627 2.14 8.37 16.61 231.32 0.35
AVERAGE BY EXCHANGE
NYSE 36.177 85.019 2.935 0.74 11.59 20.10 365.02 0.47
AMEX 13.806 16.336 9.790 0.81 2.70 14.13 101.75 1.07
OTC/NASDAQ 18.537 20.150 8.407 1.42 6.67 15.88 157.21 0.49
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C>
ALL THRIFTS
AVERAGE 29.30 120.88 14.46 18.10
MEDIAN 21.48 108.87 12.74 15.49
HIGH 250.00 414.09 71.59 115.00
LOW 4.48 59.32 1.15 7.91
AVERAGE FOR STATE
OH 29.969 120.011 14.791 16.833
AVERAGE BY REGION
MIDWEST 31.07 115.81 15.51 18.34
NEW ENGLAND 20.30 115.57 8.71 15.90
MID ATLANTIC 20.92 118.44 12.75 14.96
SOUTHEAST 33.80 133.36 16.71 20.08
SOUTHWEST 26.00 124.16 13.84 17.34
WEST 33.45 129.43 11.57 20.15
AVERAGE BY EXCHANGE
NYSE 35.87 184.42 11.03 17.87
AMEX 20.00 96.99 16.57 13.84
OTC/NASDAQ 29.31 119.66 14.47 18.27
</TABLE>
<PAGE>
KELLER & COMPANY EXHIBIT 32
Columbus, Ohio
614-766-1426
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PLE Pinnacle Bank AL 191,659 14,819 14,298 0.50 0.79 6.40 10.08
SRN Southern Banc Company, Inc AL 107,874 19,654 19,444 0.22 0.57 1.20 3.13
SCBS Southern Community Bankshares AL 62,026 5,606 5,606 0.99 0.91 11.75 10.85
SZB SouthFirst Bancshares, Inc. AL 90,282 12,888 12,888 -0.02 0.01 -0.13 0.09
FFBH First Federal Bancshares of AR AR 509,605 83,339 83,339 NA NA NA NA
FTF Texarkana First Financial Corp AR 165,747 26,424 26,424 1.46 1.79 7.34 9.01
AHM Ahmanson & Company (H.F.) CA 50,588,224 2,472,634 2,151,546 0.23 0.53 3.96 9.13
AFFFZ America First Financial Fund CA 2,227,591 153,517 150,376 0.45 0.75 6.61 11.07
BPLS Bank Plus Corp. CA 3,323,209 158,009 157,665 -1.98 -1.64 -34.45 -28.61
BVFS Bay View Capital Corp. CA 3,428,175 193,695 182,821 -0.08 0.55 -1.22 8.20
BYFC Broadway Financial Corp. CA 117,253 13,515 13,515 -0.16 0.21 -1.73 2.22
CFHC California Financial Holding CA 1,339,378 86,475 86,228 0.37 0.62 5.47 9.24
CENF CENFED Financial Corp. CA 2,160,973 108,930 108,715 0.51 0.64 10.40 13.01
CSA Coast Savings Financial CA 8,549,032 413,326 406,818 0.12 0.46 2.40 9.23
DSL Downey Financial Corp. CA 4,954,337 383,644 377,337 0.43 0.69 5.26 8.44
FSSB First FS&LA of San Bernardino CA 100,334 4,709 4,498 -1.07 -1.24 -19.94 -23.18
FED FirstFed Financial Corp. CA 4,196,726 183,941 181,029 0.06 0.29 1.28 6.22
GLN Glendale Federal Bank, FSB CA 15,104,367 937,937 880,008 0.06 0.47 0.88 7.34
GDW Golden West Financial CA 37,011,423 2,270,144 2,270,144 1.00 1.22 15.60 19.04
GWF Great Western Financial CA 43,548,593 2,616,781 2,321,357 0.48 0.72 7.58 11.47
HTHR Hawthorne Financial Corp. CA 827,784 43,442 43,442 0.89 0.63 17.24 12.18
HEMT HF Bancorp, Inc. CA 1,004,374 79,809 NA -0.08 0.26 -0.71 2.37
HBNK Highland Federal Bank FSB CA 469,165 33,450 33,450 -0.09 0.22 -1.27 3.11
MBBC Monterey Bay Bancorp, Inc. CA 327,127 45,762 45,339 0.13 0.39 0.91 2.66
PFFB PFF Bancorp, Inc. CA 2,485,552 286,860 283,663 -0.06 0.31 -0.57 3.08
PROV Provident Financial Holdings CA 580,166 84,931 84,931 NA NA NA NA
QCBC Quaker City Bancorp, Inc. CA 737,999 66,669 66,445 0.22 0.49 2.24 5.02
REDF RedFed Bancorp Inc. CA 866,269 69,868 69,868 -0.77 -0.47 -12.78 -7.86
SGVB SGV Bancorp, Inc. CA 344,852 31,261 31,261 -0.01 0.27 -0.06 2.62
WES Westcorp CA 3,181,347 314,304 313,353 1.09 0.44 11.09 4.51
FFBA First Colorado Bancorp, Inc. CO 1,514,552 224,416 221,593 0.84 1.16 5.50 7.66
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
PLE Pinnacle Bank AL 12/17/86 AMSE 889,824 16.35
SRN Southern Banc Company, Inc AL 10/05/95 AMSE 1,382,013 17.97
SCBS Southern Community Bankshares AL 12/23/96 Pink Sh NA NA
SZB SouthFirst Bancshares, Inc. AL 02/14/95 AMSE 863,200 10.79
FFBH First Federal Bancshares of AR AR 05/03/96 NASDAQ 5,153,751 77.31
FTF Texarkana First Financial Corp AR 07/07/95 AMSE 1,884,563 26.86
AHM Ahmanson & Company (H.F.) CA 10/25/72 NYSE 105,496,154 2953.89
AFFFZ America First Financial Fund CA NA NASDAQ 6,010,589 181.82
BPLS Bank Plus Corp. CA NA NASDAQ 18,242,965 193.83
BVFS Bay View Capital Corp. CA 05/09/86 NASDAQ 6,640,242 236.56
BYFC Broadway Financial Corp. CA 01/09/96 NASDAQ 892,688 8.82
CFHC California Financial Holding CA 04/01/83 NASDAQ 4,720,970 109.76
CENF CENFED Financial Corp. CA 10/25/91 NASDAQ 5,101,260 126.26
CSA Coast Savings Financial CA 12/23/85 NYSE 18,583,617 594.68
DSL Downey Financial Corp. CA 01/01/71 NYSE 25,459,358 428.56
FSSB First FS&LA of San Bernardino CA 02/02/93 NASDAQ 328,296 3.20
FED FirstFed Financial Corp. CA 12/16/83 NYSE 10,517,597 207.72
GLN Glendale Federal Bank, FSB CA 10/01/83 NYSE 47,165,668 837.19
GDW Golden West Financial CA 05/29/59 NYSE 57,375,909 3349.32
GWF Great Western Financial CA NA NYSE 137,431,563 3641.94
HTHR Hawthorne Financial Corp. CA NA NASDAQ 2,599,275 18.84
HEMT HF Bancorp, Inc. CA 06/30/95 NASDAQ 6,281,875 60.46
HBNK Highland Federal Bank FSB CA NA NASDAQ 2,295,983 32.72
MBBC Monterey Bay Bancorp, Inc. CA 02/15/95 NASDAQ 3,259,063 43.59
PFFB PFF Bancorp, Inc. CA 03/29/96 NASDAQ 19,837,500 245.49
PROV Provident Financial Holdings CA 06/28/96 NASDAQ 5,125,215 64.71
QCBC Quaker City Bancorp, Inc. CA 12/30/93 NASDAQ 3,800,600 55.11
REDF RedFed Bancorp Inc. CA 04/08/94 NASDAQ 7,082,781 85.88
SGVB SGV Bancorp, Inc. CA 06/29/95 NASDAQ 2,591,276 24.94
WES Westcorp CA 05/01/86 NYSE 25,985,142 561.93
FFBA First Colorado Bancorp, Inc. CO 01/02/96 NASDAQ 19,030,844 294.98
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EGFC Eagle Financial Corp. CT 1,406,583 101,148 74,158 1.00 0.61 13.82 8.49
FFES First Federal of East Hartford CT 942,648 57,665 57,538 0.44 0.67 6.89 10.44
NTMG Nutmeg Federal S&LA CT 93,924 5,488 5,488 0.32 0.38 5.13 6.05
WBST Webster Financial Corporation CT 3,984,454 216,667 171,059 0.55 0.68 9.77 11.91
IFSB Independence Federal Savings DC 247,888 16,672 14,440 0.13 0.19 1.98 2.94
BANC BankAtlantic Bancorp, Inc. FL 2,170,480 139,727 129,822 0.85 0.86 11.95 12.04
BKUNA BankUnited Financial Corp. FL 824,360 69,111 66,654 0.36 0.60 4.31 7.14
FFFG F.F.O. Financial Group, Inc. FL 311,028 18,805 18,805 0.21 0.64 3.28 9.97
FFLC FFLC Bancorp, Inc. FL 335,993 54,495 54,495 0.63 0.96 3.72 5.65
FFML First Family Financial Corp. FL 170,718 8,704 8,704 0.41 0.42 7.37 7.57
FFPB First Palm Beach Bancorp, Inc. FL 1,490,020 105,425 102,600 0.04 0.12 0.52 1.56
FFPC Florida First Bancorp, Inc. FL 297,244 20,797 20,797 0.59 0.87 8.60 12.65
OCWN Ocwen Financial Corporation FL 2,200,772 172,667 NA NA NA NA NA
CCFH CCF Holding Company GA 80,283 14,440 14,440 0.60 0.88 2.83 4.18
EBSI Eagle Bancshares GA 642,136 57,438 57,438 0.65 0.86 7.78 10.29
FGHC First Georgia Holding, Inc. GA 146,915 11,916 10,640 0.55 0.89 6.51 10.56
FLFC First Liberty Financial Corp. GA 1,071,191 76,450 66,239 0.81 0.88 10.32 11.20
FLAG FLAG Financial Corp. GA 228,914 20,149 20,149 -0.07 0.10 -0.75 1.11
NFSL Newnan Holdings, Inc. GA 255,946 23,042 17,832 2.09 2.10 18.60 18.70
CASH First Midwest Financial, Inc. IA 388,008 43,210 38,119 0.74 0.98 5.94 7.84
GFSB GFS Bancorp, Inc. IA 85,206 9,855 9,855 0.91 1.12 7.59 9.36
HZFS Horizon Financial Svcs Corp. IA 76,652 8,227 8,227 0.13 0.33 1.13 2.83
MFCX Marshalltown Financial Corp. IA 124,183 19,338 19,338 0.06 0.39 0.39 2.56
MIFC Mid-Iowa Financial Corp. IA 115,804 10,601 10,586 0.74 1.04 7.91 11.22
MWBI Midwest Bancshares, Inc. IA 137,707 9,068 9,068 0.66 0.72 9.51 10.36
FFFD North Central Bancshares, Inc. IA 197,921 56,069 56,069 1.52 1.79 6.51 7.71
PMFI Perpetual Midwest Financial IA 395,707 33,890 33,890 0.18 0.38 1.92 4.06
SFFC StateFed Financial Corporation IA 81,059 14,583 14,583 0.98 1.25 4.97 6.35
AVND Avondale Financial Corp. IL 612,840 58,773 58,773 0.39 0.40 3.69 3.86
BFFC Big Foot Financial Corp. IL 194,625 13,579 NA 0.11 0.05 1.58 0.74
CBCI Calumet Bancorp, Inc. IL 492,779 79,583 79,583 0.99 1.25 5.97 7.58
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
EGFC Eagle Financial Corp. CT 02/03/87 NASDAQ 4,534,067 123.55
FFES First Federal of East Hartford CT 06/23/87 NASDAQ 2,614,711 52.29
NTMG Nutmeg Federal S&LA CT NA NASDAQ 711,634 5.07
WBST Webster Financial Corporation CT 12/12/86 NASDAQ 8,108,472 285.82
IFSB Independence Federal Savings DC 06/06/85 NASDAQ 1,280,030 9.60
BANC BankAtlantic Bancorp, Inc. FL 11/29/83 NASDAQ 14,720,333 198.72
BKUNA BankUnited Financial Corp. FL 12/11/85 NASDAQ 5,705,716 44.22
FFFG F.F.O. Financial Group, Inc. FL 10/13/88 NASDAQ 8,430,000 22.66
FFLC FFLC Bancorp, Inc. FL 01/04/94 NASDAQ 2,525,337 46.40
FFML First Family Financial Corp. FL 10/22/92 NASDAQ 545,000 11.72
FFPB First Palm Beach Bancorp, Inc. FL 09/29/93 NASDAQ 5,093,096 118.41
FFPC Florida First Bancorp, Inc. FL 11/06/86 NASDAQ 3,395,815 37.78
OCWN Ocwen Financial Corporation FL NA NASDAQ 26,741,100 544.85
CCFH CCF Holding Company GA 07/12/95 NASDAQ 983,332 13.03
EBSI Eagle Bancshares GA 04/01/86 NASDAQ 4,552,200 72.84
FGHC First Georgia Holding, Inc. GA 02/11/87 NASDAQ 2,034,962 13.23
FLFC First Liberty Financial Corp. GA 12/06/83 NASDAQ 6,069,942 101.17
FLAG FLAG Financial Corp. GA 12/11/86 NASDAQ 2,036,990 21.90
NFSL Newnan Holdings, Inc. GA 03/01/86 NASDAQ 1,587,297 37.30
CASH First Midwest Financial, Inc. IA 09/20/93 NASDAQ 2,918,603 47.19
GFSB GFS Bancorp, Inc. IA 01/06/94 NASDAQ 502,600 10.30
HZFS Horizon Financial Svcs Corp. IA 06/30/94 NASDAQ 447,937 6.72
MFCX Marshalltown Financial Corp. IA 03/31/94 NASDAQ 1,411,475 22.94
MIFC Mid-Iowa Financial Corp. IA 10/14/92 NASDAQ 1,658,380 9.95
MWBI Midwest Bancshares, Inc. IA 11/12/92 NASDAQ 349,379 9.08
FFFD North Central Bancshares, Inc. IA 03/21/96 NASDAQ 3,810,505 47.63
PMFI Perpetual Midwest Financial IA 03/31/94 NASDAQ 1,916,897 38.34
SFFC StateFed Financial Corporation IA 01/05/94 NASDAQ 789,485 12.93
AVND Avondale Financial Corp. IL 04/07/95 NASDAQ 3,602,968 51.79
BFFC Big Foot Financial Corp. IL 12/20/96 NASDAQ NA NA
CBCI Calumet Bancorp, Inc. IL 02/20/92 NASDAQ 2,377,028 67.45
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CBSB Charter Financial, Inc. IL 388,431 56,394 52,041 0.90 1.19 6.65 8.79
CNBA Chester Bancorp, Inc. IL 154,771 12,055 12,055 NA NA NA NA
CBK Citizens First Financial Corp. IL 266,410 40,329 40,329 0.21 0.50 2.02 4.82
CSBF CSB Financial Group, Inc. IL 50,016 12,784 12,062 0.55 0.84 1.87 2.84
DFIN Damen Financial Corp. IL 234,555 52,870 52,870 0.76 0.97 3.21 4.11
EGLB Eagle BancGroup, Inc. IL 163,740 21,829 21,829 NA NA NA NA
FBCI Fidelity Bancorp, Inc. IL 475,862 48,828 48,670 0.50 0.75 4.08 6.08
FFBI First Financial Bancorp, Inc. IL 97,143 7,510 7,510 0.12 0.36 1.28 3.97
FMBD First Mutual Bancorp, Inc. IL 316,381 63,066 63,066 0.46 0.71 1.89 2.94
FFDP FirstFed Bancshares IL 602,914 51,633 49,216 0.23 0.29 2.63 3.23
GTPS Great American Bancorp IL 123,866 31,731 31,731 0.37 0.67 1.31 2.39
HNFC Hinsdale Financial Corp. IL 650,897 55,471 53,868 0.46 0.64 5.69 7.94
HBEI Home Bancorp of Elgin, Inc. IL 370,532 98,960 98,960 NA NA NA NA
HMCI HomeCorp, Inc. IL 340,449 20,424 20,424 0.10 0.33 1.57 5.34
KNK Kankakee Bancorp, Inc. IL 352,926 35,356 32,905 0.42 0.59 4.16 5.87
LBCI Liberty Bancorp, Inc. IL 664,114 63,281 63,124 0.32 0.61 3.30 6.33
MAFB MAF Bancorp, Inc. IL 3,162,622 241,843 206,905 0.54 0.94 8.11 14.13
NBSI North Bancshares, Inc. IL 116,881 17,686 17,686 0.34 0.61 1.97 3.52
PFED Park Bancorp, Inc. IL 176,732 41,544 41,544 NA NA NA NA
PSFI PS Financial, Inc. IL 53,520 11,724 11,724 2.01 2.17 9.49 10.26
SWBI Southwest Bancshares IL 376,277 39,057 39,057 0.82 1.13 6.79 9.32
SPBC St. Paul Bancorp, Inc. IL 4,276,208 371,631 370,353 0.59 0.90 6.44 9.74
STND Standard Financial, Inc. IL 2,339,731 263,329 262,852 0.55 0.75 4.39 6.01
SFSB SuburbFed Financial Corp. IL 390,910 25,390 25,254 0.23 0.48 3.21 6.81
WCBI Westco Bancorp IL 307,772 47,700 47,700 0.99 1.33 6.33 8.54
FBCV 1ST Bancorp IN 257,960 21,150 21,150 1.74 -0.22 22.20 -2.75
AMFC AMB Financial Corp. IN 83,542 16,184 16,184 0.49 0.76 3.00 4.66
ASBI Ameriana Bancorp IN 399,721 43,495 43,440 0.61 0.91 5.10 7.67
ATSB AmTrust Capital Corp. IN 72,108 7,148 7,069 0.26 0.11 2.45 1.08
CBCO CB Bancorp, Inc. IN 200,008 19,380 19,380 1.11 1.31 11.67 13.77
CBIN Community Bank Shares IN 234,600 25,464 25,410 0.59 0.89 5.03 7.63
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
CBSB Charter Financial, Inc. IL 12/29/95 NASDAQ 4,253,459 53.17
CNBA Chester Bancorp, Inc. IL 10/08/96 NASDAQ NA NA
CBK Citizens First Financial Corp. IL 05/01/96 AMSE 2,817,500 32.40
CSBF CSB Financial Group, Inc. IL 10/09/95 NASDAQ 1,035,000 9.83
DFIN Damen Financial Corp. IL 10/02/95 NASDAQ 3,770,778 45.72
EGLB Eagle BancGroup, Inc. IL 07/01/96 NASDAQ 1,302,705 16.77
FBCI Fidelity Bancorp, Inc. IL 12/15/93 NASDAQ 2,866,108 46.57
FFBI First Financial Bancorp, Inc. IL 10/04/93 NASDAQ 452,309 7.01
FMBD First Mutual Bancorp, Inc. IL 07/05/95 NASDAQ 3,844,600 51.12
FFDP FirstFed Bancshares IL 07/01/92 NASDAQ 3,277,016 54.07
GTPS Great American Bancorp IL 06/30/95 NASDAQ 1,950,112 26.81
HNFC Hinsdale Financial Corp. IL 07/07/92 NASDAQ 2,695,085 63.33
HBEI Home Bancorp of Elgin, Inc. IL 09/27/96 NASDAQ 7,009,250 83.23
HMCI HomeCorp, Inc. IL 06/22/90 NASDAQ 1,128,579 20.74
KNK Kankakee Bancorp, Inc. IL 01/06/93 AMSE 1,414,918 29.54
LBCI Liberty Bancorp, Inc. IL 12/24/91 NASDAQ 2,477,022 58.83
MAFB MAF Bancorp, Inc. IL 01/12/90 NASDAQ 10,485,480 270.00
NBSI North Bancshares, Inc. IL 12/21/93 NASDAQ 1,072,131 16.89
PFED Park Bancorp, Inc. IL 08/12/96 NASDAQ 2,701,441 30.56
PSFI PS Financial, Inc. IL 11/27/96 NASDAQ NA NA
SWBI Southwest Bancshares IL 06/24/92 NASDAQ 2,654,909 47.57
SPBC St. Paul Bancorp, Inc. IL 05/18/87 NASDAQ 18,081,846 474.65
STND Standard Financial, Inc. IL 08/01/94 NASDAQ 16,197,116 263.20
SFSB SuburbFed Financial Corp. IL 03/04/92 NASDAQ 1,252,519 20.35
WCBI Westco Bancorp IL 06/26/92 NASDAQ 2,601,143 55.92
FBCV 1ST Bancorp IN 04/07/87 NASDAQ 704,175 20.29
AMFC AMB Financial Corp. IN 04/01/96 NASDAQ 1,124,125 12.37
ASBI Ameriana Bancorp IN 03/02/87 NASDAQ 3,277,852 48.35
ATSB AmTrust Capital Corp. IN 03/28/95 NASDAQ 527,859 4.75
CBCO CB Bancorp, Inc. IN 12/28/92 NASDAQ 1,162,263 24.12
CBIN Community Bank Shares IN 04/10/95 NASDAQ 1,983,722 24.30
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFWC FFW Corp. IN 154,551 15,474 15,474 0.89 1.07 8.31 10.00
FFED Fidelity Federal Bancorp IN 261,834 12,546 12,546 0.31 0.40 5.90 7.62
FISB First Indiana Corporation IN 1,485,436 135,162 133,316 0.90 1.06 10.11 11.81
HFGI Harrington Financial Group IN 534,576 23,230 23,230 0.25 0.41 5.91 9.81
HBFW Home Bancorp IN 322,702 46,713 46,713 0.52 0.86 3.21 5.30
HBBI Home Building Bancorp IN 42,560 5,498 5,498 -0.32 -0.01 -2.37 -0.07
HOMF Home Federal Bancorp IN 633,395 51,656 49,783 0.99 1.13 11.96 13.66
HWEN Home Financial Bancorp IN 38,683 7,746 7,746 0.51 0.77 4.68 7.05
INCB Indiana Community Bank, SB IN 90,697 11,157 11,157 0.15 0.48 1.02 3.38
IFSL Indiana Federal Corporation IN 809,123 69,957 65,277 0.69 0.98 7.20 10.25
LOGN Logansport Financial Corp. IN 79,726 15,926 15,926 1.24 1.48 4.78 5.71
MARN Marion Capital Holdings IN 174,597 39,608 39,608 1.13 1.42 4.76 5.96
MFBC MFB Corp. IN 225,809 37,558 37,558 0.49 0.78 2.61 4.20
NEIB Northeast Indiana Bancorp IN 160,032 27,916 27,916 1.02 1.22 4.97 5.96
PFDC Peoples Bancorp IN 280,012 42,677 42,677 1.15 1.50 7.50 9.77
PERM Permanent Bancorp, Inc. IN 421,658 39,907 39,460 0.15 0.43 1.39 4.15
RIVR River Valley Bancorp IN 86,604 6,574 6,426 0.30 0.30 4.01 4.01
SOBI Sobieski Bancorp, Inc. IN 80,648 13,807 13,807 0.11 0.46 0.61 2.52
FFSL First Independence Corp. KS 108,539 13,003 13,003 0.78 0.89 6.20 7.10
LARK Landmark Bancshares, Inc. KS 213,734 32,389 32,389 0.70 0.93 4.20 5.54
MCBS Mid Continent Bancshares Inc. KS 339,731 36,807 36,785 1.07 1.31 8.54 10.41
CKFB CKF Bancorp, Inc. KY 59,898 15,104 15,104 1.28 1.27 4.70 4.67
CLAS Classic Bancshares, Inc. KY 136,218 18,798 15,712 0.40 0.67 1.67 2.83
FFKY First Federal Financial Corp. KY 357,281 49,307 46,102 1.25 1.41 8.80 9.97
FLKY First Lancaster Bancshares KY 37,842 13,502 13,502 NA NA NA NA
FTSB Fort Thomas Financial Corp. KY 88,874 21,638 21,638 1.33 1.33 5.39 5.39
FKKY Frankfort First Bancorp, Inc. KY 128,710 33,855 33,855 0.79 1.06 2.44 3.28
GWBC Gateway Bancorp, Inc. KY 69,496 17,425 17,425 0.84 1.14 3.30 4.50
GTFN Great Financial Corporation KY 2,830,684 273,377 262,063 0.71 0.72 6.48 6.56
HFFB Harrodsburg First Fin Bancorp KY 108,953 30,222 30,222 1.00 1.32 3.56 4.69
KYF Kentucky First Bancorp, Inc. KY 86,009 19,134 19,134 0.89 1.17 3.68 4.84
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
FFWC FFW Corp. IN 04/05/93 NASDAQ 702,060 13.91
FFED Fidelity Federal Bancorp IN 08/31/87 NASDAQ 2,493,516 28.05
FISB First Indiana Corporation IN 08/02/83 NASDAQ 8,294,482 203.21
HFGI Harrington Financial Group IN NA NASDAQ 3,256,738 32.97
HBFW Home Bancorp IN 03/30/95 NASDAQ 2,762,350 43.85
HBBI Home Building Bancorp IN 02/08/95 NASDAQ 311,660 5.30
HOMF Home Federal Bancorp IN 01/23/88 NASDAQ 3,339,423 65.12
HWEN Home Financial Bancorp IN 07/02/96 NASDAQ 505,926 6.20
INCB Indiana Community Bank, SB IN 12/15/94 NASDAQ 922,039 13.83
IFSL Indiana Federal Corporation IN 02/04/87 NASDAQ 4,737,130 95.93
LOGN Logansport Financial Corp. IN 06/14/95 NASDAQ 1,322,500 19.51
MARN Marion Capital Holdings IN 03/18/93 NASDAQ 1,842,642 37.77
MFBC MFB Corp. IN 03/25/94 NASDAQ 1,973,980 36.52
NEIB Northeast Indiana Bancorp IN 06/28/95 NASDAQ 1,953,586 25.15
PFDC Peoples Bancorp IN 07/07/87 NASDAQ 2,325,494 44.77
PERM Permanent Bancorp, Inc. IN 04/04/94 NASDAQ 2,130,336 35.15
RIVR River Valley Bancorp IN 12/20/96 NASDAQ NA NA
SOBI Sobieski Bancorp, Inc. IN 03/31/95 NASDAQ 884,060 11.27
FFSL First Independence Corp. KS 10/08/93 NASDAQ 583,421 11.08
LARK Landmark Bancshares, Inc. KS 03/28/94 NASDAQ 1,852,996 30.34
MCBS Mid Continent Bancshares Inc. KS 06/27/94 NASDAQ 2,016,750 38.32
CKFB CKF Bancorp, Inc. KY 01/04/95 NASDAQ 941,300 18.36
CLAS Classic Bancshares, Inc. KY 12/29/95 NASDAQ 1,322,500 15.54
FFKY First Federal Financial Corp. KY 07/15/87 NASDAQ 4,196,569 82.88
FLKY First Lancaster Bancshares KY 07/01/96 NASDAQ 958,812 13.30
FTSB Fort Thomas Financial Corp. KY 06/28/95 NASDAQ 1,573,775 27.54
FKKY Frankfort First Bancorp, Inc. KY 07/10/95 NASDAQ 3,440,000 36.98
GWBC Gateway Bancorp, Inc. KY 01/18/95 NASDAQ 1,113,872 15.87
GTFN Great Financial Corporation KY 03/31/94 NASDAQ 14,183,732 402.46
HFFB Harrodsburg First Fin Bancorp KY 10/04/95 NASDAQ 2,132,733 37.32
KYF Kentucky First Bancorp, Inc. KY 08/29/95 AMSE 1,388,625 18.92
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SFNB Security First Network Bank KY 110,432 50,521 49,939 -18.24 -14.37 -56.67 -44.64
ANA Acadiana Bancshares, Inc. LA 265,079 46,521 46,521 NA NA NA NA
CZF CitiSave Financial Corp LA 75,635 12,101 12,097 0.78 1.03 4.30 5.69
ISBF ISB Financial Corporation LA 685,827 112,314 108,960 0.80 1.08 4.34 5.84
MERI Meritrust Federal SB LA 231,058 16,774 16,774 0.55 0.90 7.27 11.94
TSH Teche Holding Co. LA 379,590 52,282 52,282 0.72 1.05 4.29 6.20
AFCB Affiliated Community Bancorp MA 1,005,416 98,062 97,373 0.64 0.93 6.11 8.78
BFD BostonFed Bancorp, Inc. MA 796,885 88,838 88,838 0.32 0.51 2.67 4.27
ANBK American National Bancorp MD 486,639 44,533 44,533 0.15 0.53 1.44 5.20
EQSB Equitable Federal Savings Bank MD 278,773 13,804 13,804 0.38 0.68 7.43 13.33
FCIT First Citizens Financial Corp. MD 668,459 39,548 39,548 0.45 0.65 7.38 10.54
FFWM First Financial-W. Maryland MD 345,505 40,368 40,368 0.86 1.19 7.00 9.68
HRBF Harbor Federal Bancorp, Inc. MD 213,804 27,482 27,482 0.27 0.56 1.73 3.55
MFSL Maryland Federal Bancorp MD 1,130,517 91,046 89,622 0.74 0.59 8.98 7.15
WSB Washington Savings Bank, FSB MD 255,049 21,007 21,007 0.48 0.83 5.82 10.09
WHGB WHG Bancshares Corp. MD 97,570 23,264 23,264 NA NA NA NA
MCBN Mid-Coast Bancorp, Inc. ME 55,956 4,915 4,915 0.34 0.58 3.83 6.45
BWFC Bank West Financial Corp. MI 139,516 24,189 24,189 0.66 0.36 3.39 1.86
CFSB CFSB Bancorp, Inc. MI 811,964 62,854 62,854 0.70 0.93 8.52 11.29
DNFC D & N Financial Corp. MI 1,408,131 78,149 77,110 0.71 0.92 12.59 16.34
MSBF MSB Financial, Inc. MI 62,832 12,596 12,596 1.40 1.70 6.19 7.49
MSBK Mutual Savings Bank, FSB MI 677,577 39,468 39,468 0.07 -0.04 1.26 -0.80
OFCP Ottawa Financial Corp. MI 827,275 75,351 59,565 0.40 0.81 3.11 6.28
SJSB SJS Bancorp MI 151,881 15,817 15,817 0.17 0.48 1.50 4.16
SFB Standard Federal Bancorp MI 15,353,682 895,703 728,964 0.34 0.86 5.22 13.19
THR Three Rivers Financial Corp. MI 87,369 12,651 12,597 0.52 0.78 3.43 5.15
BDJI First Federal Bancorporation MN 107,256 12,323 12,323 0.31 0.68 2.20 4.82
FFHH FSF Financial Corp. MN 354,636 47,649 47,649 0.51 0.71 3.25 4.50
HMNF HMN Financial, Inc. MN 565,385 83,669 83,669 0.81 0.93 4.92 5.68
MIVI Mississippi View Holding Co. MN 70,011 12,440 12,440 0.80 1.00 4.18 5.19
QCFB QCF Bancorp, Inc. MN 148,321 26,161 26,161 1.24 1.53 6.18 7.65
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
SFNB Security First Network Bank KY NA NASDAQ 8,110,007 188.56
ANA Acadiana Bancshares, Inc. LA 07/16/96 AMSE 2,731,250 37.55
CZF CitiSave Financial Corp LA 07/14/95 AMSE 962,207 13.47
ISBF ISB Financial Corporation LA 04/07/95 NASDAQ 7,051,260 109.29
MERI Meritrust Federal SB LA NA NASDAQ 774,176 23.81
TSH Teche Holding Co. LA 04/19/95 AMSE 3,541,000 47.80
AFCB Affiliated Community Bancorp MA 10/19/95 NASDAQ 5,094,666 103.80
BFD BostonFed Bancorp, Inc. MA 10/24/95 AMSE 6,589,617 87.31
ANBK American National Bancorp MD 10/31/95 NASDAQ 3,603,646 42.34
EQSB Equitable Federal Savings Bank MD 09/10/93 NASDAQ 600,000 15.75
FCIT First Citizens Financial Corp. MD 12/17/86 NASDAQ 2,927,170 53.42
FFWM First Financial-W. Maryland MD 02/11/92 NASDAQ 2,124,336 57.36
HRBF Harbor Federal Bancorp, Inc. MD 08/12/94 NASDAQ 1,754,420 25.00
MFSL Maryland Federal Bancorp MD 06/02/87 NASDAQ 3,137,062 90.00
WSB Washington Savings Bank, FSB MD NA AMSE 4,220,206 20.57
WHGB WHG Bancshares Corp. MD 04/01/96 NASDAQ 1,620,062 18.02
MCBN Mid-Coast Bancorp, Inc. ME 11/02/89 NASDAQ 230,086 4.37
BWFC Bank West Financial Corp. MI 03/30/95 NASDAQ 1,981,475 22.29
CFSB CFSB Bancorp, Inc. MI 06/22/90 NASDAQ 4,825,541 86.86
DNFC D & N Financial Corp. MI 02/13/85 NASDAQ 7,587,453 108.12
MSBF MSB Financial, Inc. MI 02/06/95 NASDAQ 653,601 11.93
MSBK Mutual Savings Bank, FSB MI 07/17/92 NASDAQ 4,274,154 22.97
OFCP Ottawa Financial Corp. MI 08/19/94 NASDAQ 5,179,279 84.81
SJSB SJS Bancorp MI 02/16/95 NASDAQ 917,622 19.73
SFB Standard Federal Bancorp MI 01/21/87 NYSE 31,192,373 1427.05
THR Three Rivers Financial Corp. MI 08/24/95 AMSE 851,240 10.96
BDJI First Federal Bancorporation MN 04/04/95 NASDAQ 700,566 11.38
FFHH FSF Financial Corp. MN 10/07/94 NASDAQ 3,478,194 44.35
HMNF HMN Financial, Inc. MN 06/30/94 NASDAQ 4,673,690 74.78
MIVI Mississippi View Holding Co. MN 03/24/95 NASDAQ 877,714 11.19
QCFB QCF Bancorp, Inc. MN 04/03/95 NASDAQ 1,426,200 21.39
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TCB TCF Financial Corp. MN 7,114,466 522,515 500,478 1.19 1.40 16.00 18.89
WEFC Wells Financial Corp. MN 201,316 27,768 27,768 0.56 0.93 3.82 6.38
CMRN Cameron Financial Corp MO 186,346 46,815 46,815 1.20 1.47 4.42 5.43
CAPS Capital Savings Bancorp, Inc. MO 231,245 19,524 19,524 0.63 0.93 6.28 9.31
CBES CBES Bancorp, Inc. MO 96,716 16,977 16,977 NA NA NA NA
CNSB CNS Bancorp, Inc. MO 98,898 24,129 24,129 NA NA NA NA
FBSI First Bancshares, Inc. MO 154,306 22,789 22,750 0.67 0.95 4.00 5.73
FTNB Fulton Bancorp, Inc. MO 100,363 24,479 24,479 NA NA NA NA
GSBC Great Southern Bancorp, Inc. MO 657,659 66,553 66,548 1.36 1.55 13.40 15.21
HFSA Hardin Bancorp, Inc. MO 87,807 14,737 14,737 0.44 0.78 2.39 4.25
JSBA Jefferson Savings Bancorp MO 1,128,339 81,681 67,311 0.23 0.60 3.21 8.43
JOAC Joachim Bancorp, Inc. MO 36,127 10,681 10,681 0.41 0.70 1.49 2.51
LXMO Lexington B&L Financial Corp. MO 61,670 18,762 18,762 0.84 1.15 4.24 5.83
MBLF MBLA Financial Corp. MO 227,391 27,986 27,986 0.58 0.76 4.07 5.33
NASB North American Savings Bank MO 740,298 50,380 48,478 1.26 1.19 17.33 16.38
NSLB NS&L Bancorp, Inc. MO 61,807 12,179 12,179 0.57 0.80 2.43 3.42
PCBC Perry County Financial Corp. MO 81,149 15,072 15,072 0.58 0.94 2.97 4.81
RFED Roosevelt Financial Group MO 9,047,562 505,867 482,922 0.42 0.85 7.88 15.83
SMFC Sho-Me Financial Corp. MO 292,094 29,800 29,800 0.69 0.89 5.95 7.63
SMBC Southern Missouri Bancorp, Inc MO 160,124 25,204 25,204 0.67 0.94 4.04 5.68
CFTP Community Federal Bancorp MS 204,022 67,139 67,139 1.15 1.42 4.38 5.42
FFBS FFBS BanCorp, Inc. MS 125,727 24,631 24,631 1.09 1.41 5.51 7.11
MGNL Magna Bancorp, Inc. MS 1,302,239 125,821 119,855 1.37 1.69 13.79 16.99
GBCI Glacier Bancorp, Inc. MT 412,042 38,926 38,889 1.36 1.53 14.25 16.00
SFBM Security Bancorp MT 382,309 30,930 26,638 0.53 0.63 6.21 7.37
UBMT United Financial Corp. MT 107,945 24,320 24,320 1.20 1.45 5.24 6.34
WSTR WesterFed Financial Corp. MT 566,109 78,289 78,289 0.58 0.83 4.25 6.09
CFNC Carolina Fincorp, Inc. NC 94,110 8,641 8,641 0.64 0.61 7.01 6.74
CENB Century Bancorp, Inc. NC 81,304 11,245 NA 0.86 0.86 6.19 6.19
COOP Cooperative Bankshares, Inc. NC 327,198 25,207 25,207 -1.14 -0.09 -12.26 -0.98
SOPN First Savings Bancorp, Inc. NC 263,203 67,014 67,014 1.27 1.57 4.89 6.01
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
TCB TCF Financial Corp. MN 06/17/86 NYSE 34,870,195 1311.99
WEFC Wells Financial Corp. MN 04/11/95 NASDAQ 2,078,125 27.02
CMRN Cameron Financial Corp MO 04/03/95 NASDAQ 2,849,680 42.03
CAPS Capital Savings Bancorp, Inc. MO 12/29/93 NASDAQ 1,876,000 21.11
CBES CBES Bancorp, Inc. MO 09/30/96 NASDAQ 1,024,958 12.94
CNSB CNS Bancorp, Inc. MO 06/12/96 NASDAQ 1,653,125 21.49
FBSI First Bancshares, Inc. MO 12/22/93 NASDAQ 1,206,376 19.30
FTNB Fulton Bancorp, Inc. MO 10/18/96 NASDAQ 1,719,250 24.07
GSBC Great Southern Bancorp, Inc. MO 12/14/89 NASDAQ 8,730,104 130.95
HFSA Hardin Bancorp, Inc. MO 09/29/95 NASDAQ 1,005,100 11.94
JSBA Jefferson Savings Bancorp MO 04/08/93 NASDAQ 4,181,795 94.09
JOAC Joachim Bancorp, Inc. MO 12/28/95 NASDAQ 760,437 10.27
LXMO Lexington B&L Financial Corp. MO 06/06/96 NASDAQ 1,265,000 13.76
MBLF MBLA Financial Corp. MO 06/24/93 NASDAQ 1,353,961 28.77
NASB North American Savings Bank MO 09/27/85 NASDAQ 2,267,984 66.91
NSLB NS&L Bancorp, Inc. MO 06/08/95 NASDAQ 759,082 9.68
PCBC Perry County Financial Corp. MO 02/13/95 NASDAQ 852,566 15.35
RFED Roosevelt Financial Group MO 01/23/87 NASDAQ 42,157,516 721.95
SMFC Sho-Me Financial Corp. MO 07/01/94 NASDAQ 1,646,290 32.51
SMBC Southern Missouri Bancorp, Inc MO 04/13/94 NASDAQ 1,637,813 23.95
CFTP Community Federal Bancorp MS 03/26/96 NASDAQ 4,282,339 58.35
FFBS FFBS BanCorp, Inc. MS 07/01/93 NASDAQ 1,570,443 34.55
MGNL Magna Bancorp, Inc. MS 03/13/91 NASDAQ 13,741,018 271.39
GBCI Glacier Bancorp, Inc. MT 03/30/84 NASDAQ 3,374,282 80.98
SFBM Security Bancorp MT 11/20/86 NASDAQ 1,484,682 42.50
UBMT United Financial Corp. MT 09/23/86 NASDAQ 1,223,312 22.63
WSTR WesterFed Financial Corp. MT 01/10/94 NASDAQ 4,395,108 70.87
CFNC Carolina Fincorp, Inc. NC 11/25/96 NASDAQ NA NA
CENB Century Bancorp, Inc. NC 12/23/96 NASDAQ NA NA
COOP Cooperative Bankshares, Inc. NC 08/21/91 NASDAQ 1,491,698 27.60
SOPN First Savings Bancorp, Inc. NC 01/06/94 NASDAQ 3,744,000 67.39
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GSFC Green Street Financial Corp. NC 176,231 62,180 62,180 1.23 1.53 3.31 4.13
HFNC HFNC Financial Corp. NC 845,074 247,764 247,764 1.04 1.30 3.52 4.40
KSAV KS Bancorp, Inc. NC 96,150 13,815 13,803 0.82 1.15 5.30 7.40
MBSP Mitchell Bancorp, Inc. NC 34,980 14,718 14,718 NA NA NA NA
PDB Piedmont Bancorp, Inc. NC 132,067 37,236 37,236 1.25 1.54 4.70 5.77
SSB Scotland Bancorp, Inc NC 68,622 24,791 24,791 1.18 1.50 4.31 5.49
SSFC South Street Financial Corp. NC 217,954 20,867 20,867 0.27 0.56 2.47 5.11
SSM Stone Street Bancorp, Inc. NC 106,373 37,381 37,381 NA NA NA NA
UFRM United Federal Savings Bank NC 263,582 19,736 19,736 0.27 0.49 3.38 6.13
CFB Commercial Federal Corporation NE 6,667,758 359,656 321,307 0.61 0.90 10.29 15.22
EBCP Eastern Bancorp NH 868,678 63,580 60,052 0.40 0.53 5.20 7.00
NHTB New Hampshire Thrift Bncshrs NH 264,016 19,201 19,201 0.40 0.60 5.25 7.87
FBER 1st Bergen Bancorp NJ 249,986 42,563 42,563 0.11 0.57 0.93 4.77
COFD Collective Bancorp, Inc. NJ 5,543,924 376,262 337,968 0.92 1.12 13.11 16.09
FSPG First Home Bancorp, Inc. NJ 487,209 31,456 30,761 0.91 1.00 14.00 15.37
FSFI First State Financial Services NJ 610,417 35,236 33,087 -0.90 -0.70 -13.51 -10.47
FMCO FMS Financial Corporation NJ 518,540 33,826 33,071 0.52 0.87 7.86 13.11
IBSF IBS Financial Corp. NJ 742,051 144,284 144,284 0.61 0.99 2.98 4.81
LVSB Lakeview Financial NJ 472,698 48,415 38,569 1.24 0.85 11.87 8.17
LFBI Little Falls Bancorp, Inc. NJ 280,601 41,767 38,460 0.15 0.42 1.36 3.71
OCFC Ocean Financial Corp. NJ 1,190,063 246,702 246,702 NA NA NA NA
PBCI Pamrapo Bancorp, Inc. NJ 362,975 54,628 54,173 0.85 1.25 5.44 8.01
PFSB PennFed Financial Services,Inc NJ 1,142,473 90,148 72,354 0.53 0.84 5.83 9.12
PULS Pulse Bancorp NJ 502,500 38,459 38,459 0.74 1.12 7.02 10.55
SFIN Statewide Financial Corp. NJ 662,067 65,357 65,198 0.38 0.87 3.41 7.88
WYNE Wayne Bancorp, Inc. NJ 239,611 35,925 35,925 NA NA NA NA
WWFC Westwood Financial Corporation NJ 93,648 9,546 8,367 NA NA NA NA
AABC Access Anytime Bancorp, Inc. NM 108,912 4,991 4,991 -0.57 -0.22 -12.00 -4.61
GUPB GFSB Bancorp, Inc. NM 79,708 14,745 14,745 0.80 1.02 3.53 4.50
AFED AFSALA Bancorp, Inc. NY 133,046 8,195 8,126 NA NA NA NA
ALBK ALBANK Financial Corporation NY 3,509,729 314,038 269,641 0.76 0.97 7.71 9.82
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
GSFC Green Street Financial Corp. NC 04/04/96 NASDAQ 4,298,125 66.89
HFNC HFNC Financial Corp. NC 12/29/95 NASDAQ 17,192,500 309.47
KSAV KS Bancorp, Inc. NC 12/30/93 NASDAQ 663,263 13.02
MBSP Mitchell Bancorp, Inc. NC 07/12/96 NASDAQ 979,897 12.25
PDB Piedmont Bancorp, Inc. NC 12/08/95 AMSE 2,750,800 42.64
SSB Scotland Bancorp, Inc NC 04/01/96 AMSE 1,840,000 25.53
SSFC South Street Financial Corp. NC 10/03/96 NASDAQ NA NA
SSM Stone Street Bancorp, Inc. NC 04/01/96 AMSE 1,825,050 32.85
UFRM United Federal Savings Bank NC 07/01/80 NASDAQ 3,065,064 23.75
CFB Commercial Federal Corporation NE 12/31/84 NYSE 13,856,566 595.83
EBCP Eastern Bancorp NH 11/17/83 NASDAQ 3,651,534 75.77
NHTB New Hampshire Thrift Bncshrs NH 05/22/86 NASDAQ 1,698,136 21.01
FBER 1st Bergen Bancorp NJ 04/01/96 NASDAQ 3,174,000 35.31
COFD Collective Bancorp, Inc. NJ 02/07/84 NASDAQ 20,391,308 716.24
FSPG First Home Bancorp, Inc. NJ 04/20/87 NASDAQ 2,030,009 36.54
FSFI First State Financial Services NJ 12/18/87 NASDAQ 3,929,455 52.56
FMCO FMS Financial Corporation NJ 12/14/88 NASDAQ 2,467,763 38.25
IBSF IBS Financial Corp. NJ 10/13/94 NASDAQ 10,754,467 159.97
LVSB Lakeview Financial NJ 12/22/93 NASDAQ 2,487,274 58.14
LFBI Little Falls Bancorp, Inc. NJ 01/05/96 NASDAQ 2,889,663 33.23
OCFC Ocean Financial Corp. NJ 07/03/96 NASDAQ 9,059,124 216.29
PBCI Pamrapo Bancorp, Inc. NJ 11/14/89 NASDAQ 3,230,964 61.39
PFSB PennFed Financial Services,Inc NJ 07/15/94 NASDAQ 4,853,020 88.27
PULS Pulse Bancorp NJ 09/18/86 NASDAQ 3,049,878 51.47
SFIN Statewide Financial Corp. NJ 10/02/95 NASDAQ 4,994,545 65.55
WYNE Wayne Bancorp, Inc. NJ 06/27/96 NASDAQ 2,231,383 30.68
WWFC Westwood Financial Corporation NJ 06/07/96 NASDAQ 646,672 8.41
AABC Access Anytime Bancorp, Inc. NM 08/08/86 NASDAQ 732,198 4.39
GUPB GFSB Bancorp, Inc. NM 06/30/95 NASDAQ 901,313 12.84
AFED AFSALA Bancorp, Inc. NY 10/01/96 NASDAQ NA NA
ALBK ALBANK Financial Corporation NY 04/01/92 NASDAQ 13,100,163 376.63
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. NY 59,860 5,767 5,767 -0.10 0.20 -1.00 1.91
ASFC Astoria Financial Corporation NY 7,266,185 566,244 463,735 0.50 0.71 6.03 8.51
BFSI BFS Bankorp, Inc. NY 643,180 50,214 50,214 1.58 1.85 20.12 23.60
CARV Carver Bancorp, Inc. NY 365,056 34,612 33,049 -0.03 0.24 -0.32 2.52
FIBC Financial Bancorp, Inc. NY 266,763 25,787 25,644 0.47 0.86 4.31 7.88
HAVN Haven Bancorp, Inc. NY 1,564,697 93,923 93,380 0.58 0.85 9.07 13.40
LISB Long Island Bancorp, Inc. NY 5,363,791 519,094 519,094 0.64 0.78 6.16 7.44
NYB New York Bancorp Inc. NY 2,940,907 151,903 151,903 1.16 1.27 20.26 22.19
PEEK Peekskill Financial Corp. NY 186,510 54,950 54,950 1.06 1.37 3.65 4.72
PKPS Poughkeepsie Savings Bank, FS NY 860,853 70,129 70,129 1.48 2.34 17.88 28.26
RELY Reliance Bancorp, Inc. NY 1,829,440 149,552 100,979 0.50 0.80 5.19 8.31
SFED SFS Bancorp, Inc. NY 166,030 21,174 21,174 0.45 0.80 3.22 5.79
TPNZ Tappan Zee Financial, Inc. NY 119,865 21,478 21,478 0.69 0.94 3.93 5.33
YFCB Yonkers Financial Corporation NY 259,534 48,999 48,999 0.66 0.99 4.65 6.97
ASBP ASB Financial Corp. OH 114,298 25,353 25,353 0.57 0.89 2.45 3.83
CAFI Camco Financial Corp. OH 378,078 28,673 28,673 0.78 0.89 9.63 10.96
COFI Charter One Financial OH 13,826,085 910,786 841,393 0.19 1.14 2.92 17.08
CTZN CitFed Bancorp, Inc. OH 2,747,617 175,029 153,260 0.46 0.73 6.79 10.65
CIBI Community Investors Bancorp OH 94,799 11,319 11,319 0.68 0.98 5.03 7.23
DCBI Delphos Citizens Bancorp, Inc. OH 88,022 10,799 10,799 1.10 1.10 8.94 8.94
EFBI Enterprise Federal Bancorp OH 235,191 33,056 33,006 0.67 0.63 4.03 3.82
FFDF FFD Financial Corp. OH 85,434 21,416 21,416 0.69 0.94 3.78 5.18
FFYF FFY Financial Corp. OH 602,557 102,228 102,228 0.83 1.27 4.59 7.03
FFOH Fidelity Financial of Ohio OH 255,870 50,786 50,786 0.60 0.90 3.45 5.18
FDEF First Defiance Financial OH 524,247 120,608 120,608 0.92 1.20 3.71 4.81
FFBZ First Federal Bancorp, Inc. OH 184,467 13,998 13,979 0.81 1.09 10.65 14.28
FFHS First Franklin Corporation OH 218,329 19,766 19,599 0.28 0.61 2.94 6.47
FFSW FirstFederal Financial Svcs OH 1,110,723 82,384 71,473 0.92 1.00 11.57 12.57
GFCO Glenway Financial Corp. OH 283,727 26,340 25,816 0.25 0.60 2.66 6.26
HHFC Harvest Home Financial Corp. OH 78,718 9,725 9,725 0.18 0.49 1.05 2.87
HVFD Haverfield Corporation OH 350,603 27,593 27,552 0.40 0.78 4.77 9.23
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. NY 07/26/93 NASDAQ 250,051 4.13
ASFC Astoria Financial Corporation NY 11/18/93 NASDAQ 21,511,444 623.83
BFSI BFS Bankorp, Inc. NY 05/12/88 NASDAQ 1,635,488 85.05
CARV Carver Bancorp, Inc. NY 10/25/94 NASDAQ 2,314,375 18.23
FIBC Financial Bancorp, Inc. NY 08/17/94 NASDAQ 1,790,622 27.75
HAVN Haven Bancorp, Inc. NY 09/23/93 NASDAQ 4,322,904 110.51
LISB Long Island Bancorp, Inc. NY 04/18/94 NASDAQ 24,644,157 711.60
NYB New York Bancorp Inc. NY 01/28/88 NYSE 11,098,800 351.00
PEEK Peekskill Financial Corp. NY 12/29/95 NASDAQ 3,819,563 52.52
PKPS Poughkeepsie Savings Bank, FS NY 11/19/85 NASDAQ 12,551,825 64.33
RELY Reliance Bancorp, Inc. NY 03/31/94 NASDAQ 8,911,739 167.10
SFED SFS Bancorp, Inc. NY 06/30/95 NASDAQ 1,278,472 17.74
TPNZ Tappan Zee Financial, Inc. NY 10/05/95 NASDAQ 1,539,062 19.24
YFCB Yonkers Financial Corporation NY 04/18/96 NASDAQ 3,570,750 45.08
ASBP ASB Financial Corp. OH 05/11/95 NASDAQ 1,713,960 23.78
CAFI Camco Financial Corp. OH NA NASDAQ 2,075,641 38.92
COFI Charter One Financial OH 01/22/88 NASDAQ 46,763,302 1870.53
CTZN CitFed Bancorp, Inc. OH 01/23/92 NASDAQ 8,581,791 215.98
CIBI Community Investors Bancorp OH 02/07/95 NASDAQ 666,246 10.66
DCBI Delphos Citizens Bancorp, Inc. OH 11/21/96 NASDAQ NA NA
EFBI Enterprise Federal Bancorp OH 10/17/94 NASDAQ 2,069,328 29.23
FFDF FFD Financial Corp. OH 04/03/96 NASDAQ 1,454,750 15.64
FFYF FFY Financial Corp. OH 06/28/93 NASDAQ 5,117,198 122.81
FFOH Fidelity Financial of Ohio OH 03/04/96 NASDAQ 4,076,964 40.77
FDEF First Defiance Financial OH 10/02/95 NASDAQ 9,911,932 105.31
FFBZ First Federal Bancorp, Inc. OH 07/13/92 NASDAQ 1,570,116 21.59
FFHS First Franklin Corporation OH 01/26/88 NASDAQ 1,158,434 16.51
FFSW FirstFederal Financial Svcs OH 03/31/87 NASDAQ 3,612,349 109.27
GFCO Glenway Financial Corp. OH 11/30/90 NASDAQ 1,151,335 21.01
HHFC Harvest Home Financial Corp. OH 10/10/94 NASDAQ 934,857 9.00
HVFD Haverfield Corporation OH 03/19/85 NASDAQ 1,906,591 36.23
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HCFC Home City Financial Corp. OH 55,728 5,398 NA 0.98 0.98 10.46 10.46
INBI Industrial Bancorp OH 320,372 60,641 60,641 0.73 1.35 3.31 6.15
LONF London Financial Corporation OH 36,817 7,907 7,907 0.62 0.97 4.36 6.79
MFFC Milton Federal Financial Corp. OH 180,831 33,479 33,479 0.67 0.86 3.28 4.22
OHSL OHSL Financial Corp. OH 217,627 25,167 25,167 0.57 0.85 4.60 6.85
PFFC Peoples Financial Corp. OH 89,257 23,706 23,706 0.10 0.44 0.69 3.17
PTRS Potters Financial Corp. OH 125,497 10,301 10,301 0.03 0.40 0.27 4.19
PVFC PVF Capital Corp. OH 345,279 22,463 22,463 0.94 1.21 14.18 18.25
SFSL Security First Corp. OH 599,822 55,612 54,531 0.90 1.27 9.69 13.68
SSBK Strongsville Savings Bank OH 542,191 41,919 41,099 0.64 0.83 7.74 10.11
SBCN Suburban Bancorporation, Inc. OH 209,942 25,386 25,386 0.17 0.56 1.28 4.36
WOFC Western Ohio Financial Corp. OH 347,704 53,223 49,994 0.52 0.49 2.63 2.47
WEHO Westwood Homestead Fin. Corp. OH 119,866 39,489 39,489 NA NA NA NA
WFCO Winton Financial Corp. OH 292,241 20,831 20,307 0.44 0.72 5.67 9.30
FFWD Wood Bancorp, Inc. OH 152,374 20,068 20,068 0.89 1.14 6.32 8.10
KFBI Klamath First Bancorp OR 671,969 153,411 153,411 0.99 1.43 3.69 5.31
BRFC Bridgeville Savings Bank PA 54,835 15,869 15,869 0.97 1.23 3.38 4.29
CVAL Chester Valley Bancorp Inc. PA 284,386 25,122 25,122 0.60 0.89 6.55 9.72
CMSB Commonwealth Bancorp, Inc. PA 2,084,922 227,440 174,590 0.46 0.66 4.77 6.75
FSBI Fidelity Bancorp, Inc. PA 317,874 21,778 21,734 0.44 0.76 6.00 10.42
FBBC First Bell Bancorp, Inc. PA 576,981 106,362 106,362 1.40 1.63 6.71 7.77
FKFS First Keystone Financial PA 294,241 23,084 23,084 0.32 0.68 3.92 8.33
SHEN First Shenango Bancorp, Inc. PA 384,088 46,118 46,118 0.75 1.02 5.65 7.63
GAF GA Financial, Inc. PA 588,912 126,906 126,906 0.74 1.07 4.52 6.54
HARL Harleysville Savings Bank PA 315,495 19,617 19,617 0.55 0.88 8.07 12.97
LARL Laurel Capital Group, Inc. PA 201,911 21,008 21,008 1.06 1.40 10.00 13.22
MLBC ML Bancorp, Inc. PA 1,888,847 138,067 133,614 0.75 0.70 9.17 8.62
PVSA Parkvale Financial Corporation PA 924,365 68,560 68,323 0.73 1.02 10.23 14.28
PBIX Patriot Bank Corp. PA 489,558 51,401 51,401 0.40 0.67 3.05 5.10
PWBC PennFirst Bancorp, Inc. PA 700,794 48,949 44,382 0.42 0.61 5.47 7.88
PWBK Pennwood Savings Bank PA 46,225 9,254 9,254 NA NA NA NA
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
HCFC Home City Financial Corp. OH 12/30/96 NASDAQ NA NA
INBI Industrial Bancorp OH 08/01/95 NASDAQ 5,554,500 68.04
LONF London Financial Corporation OH 04/01/96 NASDAQ 529,000 5.75
MFFC Milton Federal Financial Corp. OH 10/07/94 NASDAQ 2,268,569 30.63
OHSL OHSL Financial Corp. OH 02/10/93 NASDAQ 1,222,879 23.85
PFFC Peoples Financial Corp. OH 09/13/96 NASDAQ 1,491,012 17.71
PTRS Potters Financial Corp. OH 12/31/93 NASDAQ 506,169 7.97
PVFC PVF Capital Corp. OH 12/30/92 NASDAQ 2,323,338 36.01
SFSL Security First Corp. OH 01/22/88 NASDAQ 4,971,820 71.47
SSBK Strongsville Savings Bank OH NA NASDAQ 2,530,800 56.94
SBCN Suburban Bancorporation, Inc. OH 09/30/93 NASDAQ 1,474,932 24.34
WOFC Western Ohio Financial Corp. OH 07/29/94 NASDAQ 2,186,669 43.19
WEHO Westwood Homestead Fin. Corp. OH 09/30/96 NASDAQ 2,615,905 28.12
WFCO Winton Financial Corp. OH 08/04/88 NASDAQ 1,986,152 24.33
FFWD Wood Bancorp, Inc. OH 08/31/93 NASDAQ 1,497,636 23.40
KFBI Klamath First Bancorp OR 10/05/95 NASDAQ 11,612,470 165.48
BRFC Bridgeville Savings Bank PA 10/07/94 NASDAQ 1,124,125 17.14
CVAL Chester Valley Bancorp Inc. PA 03/27/87 NASDAQ 1,635,885 30.67
CMSB Commonwealth Bancorp, Inc. PA 06/17/96 NASDAQ 17,953,361 213.20
FSBI Fidelity Bancorp, Inc. PA 06/24/88 NASDAQ 1,373,151 26.09
FBBC First Bell Bancorp, Inc. PA 06/29/95 NASDAQ 7,758,150 115.40
FKFS First Keystone Financial PA 01/26/95 NASDAQ 1,292,500 23.59
SHEN First Shenango Bancorp, Inc. PA 04/06/93 NASDAQ 2,258,197 47.42
GAF GA Financial, Inc. PA 03/26/96 AMSE 8,900,000 116.81
HARL Harleysville Savings Bank PA 08/04/87 NASDAQ 1,291,895 23.25
LARL Laurel Capital Group, Inc. PA 02/20/87 NASDAQ 1,514,285 24.04
MLBC ML Bancorp, Inc. PA 08/11/94 NASDAQ 11,869,210 166.92
PVSA Parkvale Financial Corporation PA 07/16/87 NASDAQ 4,041,607 92.96
PBIX Patriot Bank Corp. PA 12/04/95 NASDAQ 4,457,447 53.86
PWBC PennFirst Bancorp, Inc. PA 06/13/90 NASDAQ 3,908,944 52.77
PWBK Pennwood Savings Bank PA 07/15/96 NASDAQ 610,128 6.64
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PHFC Pittsburgh Home Financial Corp PA 195,330 30,372 30,372 0.44 0.71 3.77 6.11
PRBC Prestige Bancorp, Inc. PA 104,379 15,186 15,186 NA NA NA NA
PSAB Prime Bancorp, Inc. PA 677,306 57,515 53,986 0.73 0.94 7.97 10.32
PFNC Progress Financial Corporation PA 367,171 18,687 18,568 0.60 0.73 11.58 14.22
SVRN Sovereign Bancorp, Inc. PA 9,364,636 460,081 345,557 0.57 0.76 10.88 14.45
THRD TF Financial Corporation PA 663,092 71,697 62,221 0.63 0.87 4.49 6.22
THBC Troy Hill Bancorp, Inc. PA 99,470 18,013 18,013 1.02 1.20 4.84 5.66
WVFC WVS Financial Corporation PA 265,820 34,250 34,250 1.24 1.42 8.69 9.93
YFED York Financial Corp. PA 1,154,446 91,752 91,752 0.61 0.82 7.21 9.73
AMFB American Federal Bank, FSB SC 1,394,874 108,255 100,060 1.04 1.30 12.99 16.17
CFCP Coastal Financial Corp. SC 459,712 27,681 27,681 0.86 0.93 14.17 15.28
FFCH First Financial Holdings Inc. SC 1,546,149 94,795 94,795 0.48 0.80 7.55 12.56
FSFC First Southeast Financial Corp SC 329,336 33,125 33,125 -0.03 0.82 -0.19 4.81
PALM Palfed, Inc. SC 659,902 52,804 50,339 0.37 0.59 4.46 7.22
SCCB S. Carolina Community Bancshrs SC 43,232 12,386 12,386 0.85 1.14 2.96 3.94
HFFC HF Financial Corp. SD 554,139 49,809 49,664 0.59 0.75 6.55 8.22
TWIN Twin City Bancorp TN 107,067 13,411 13,411 0.78 0.99 5.78 7.33
BNKU Bank United Corp. TX 10,712,377 531,043 514,121 1.06 1.08 17.94 18.31
CBSA Coastal Bancorp, Inc. TX 2,859,448 90,627 74,659 0.24 0.40 7.11 11.93
ETFS East Texas Financial Services TX 114,373 20,931 20,931 0.40 0.69 2.08 3.64
FBHC Fort Bend Holding Corp. TX 281,694 17,397 16,067 0.27 0.58 3.81 8.24
LOAN Horizon Bancorp TX 140,524 11,629 11,272 1.46 1.13 16.45 12.71
JXVL Jacksonville Bancorp, Inc. TX 217,702 35,277 35,277 0.68 1.02 5.13 7.63
BFSB Bedford Bancshares, Inc. VA 127,360 18,227 18,227 1.10 1.40 6.98 8.91
CNIT CENIT Bancorp, Inc. VA 685,962 48,274 43,971 0.40 0.62 5.61 8.57
CFFC Community Financial Corp. VA 160,791 22,380 22,380 1.02 1.29 7.45 9.42
ESX Essex Bancorp, Inc. VA 171,498 14,834 14,597 -2.57 -1.56 -38.94 -23.61
FFFC FFVA Financial Corp. VA 530,095 78,740 77,102 0.99 1.25 6.28 7.91
FFRV Fidelity Financial Bankshares VA 329,233 27,747 27,736 0.66 0.96 7.73 11.17
GSLC Guaranty Financial Corp. VA 115,229 6,337 6,337 0.44 0.51 7.22 8.39
LIFB Life Bancorp, Inc. VA 1,404,760 145,446 140,652 0.65 0.93 4.87 7.02
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
PHFC Pittsburgh Home Financial Corp PA 04/01/96 NASDAQ 2,182,125 25.91
PRBC Prestige Bancorp, Inc. PA 06/27/96 NASDAQ 963,023 11.56
PSAB Prime Bancorp, Inc. PA 11/21/88 NASDAQ 3,725,066 69.84
PFNC Progress Financial Corporation PA 07/18/83 NASDAQ 3,730,000 24.01
SVRN Sovereign Bancorp, Inc. PA 08/12/86 NASDAQ 49,333,762 542.67
THRD TF Financial Corporation PA 07/13/94 NASDAQ 4,288,078 63.25
THBC Troy Hill Bancorp, Inc. PA 06/27/94 NASDAQ 1,067,917 21.43
WVFC WVS Financial Corporation PA 11/29/93 NASDAQ 1,736,960 37.56
YFED York Financial Corp. PA 02/01/84 NASDAQ 7,415,656 118.82
AMFB American Federal Bank, FSB SC 01/19/89 NASDAQ 10,955,485 193.09
CFCP Coastal Financial Corp. SC 09/26/90 NASDAQ 3,442,616 65.41
FFCH First Financial Holdings Inc. SC 11/10/83 NASDAQ 6,357,549 127.15
FSFC First Southeast Financial Corp SC 10/08/93 NASDAQ 4,388,231 41.14
PALM Palfed, Inc. SC 12/15/85 NASDAQ 5,227,739 70.57
SCCB S. Carolina Community Bancshrs SC 07/07/94 NASDAQ 735,410 11.03
HFFC HF Financial Corp. SD 04/08/92 NASDAQ 2,909,108 45.82
TWIN Twin City Bancorp TN 01/04/95 NASDAQ 860,576 14.84
BNKU Bank United Corp. TX NA NASDAQ 31,595,596 785.94
CBSA Coastal Bancorp, Inc. TX NA NASDAQ 4,963,859 97.42
ETFS East Texas Financial Services TX 01/10/95 NASDAQ 1,079,285 16.73
FBHC Fort Bend Holding Corp. TX 06/30/93 NASDAQ 819,198 15.77
LOAN Horizon Bancorp TX NA NASDAQ 1,386,757 12.13
JXVL Jacksonville Bancorp, Inc. TX 04/01/96 NASDAQ 2,644,405 33.72
BFSB Bedford Bancshares, Inc. VA 08/22/94 NASDAQ 1,143,669 19.30
CNIT CENIT Bancorp, Inc. VA 08/06/92 NASDAQ 1,633,438 64.52
CFFC Community Financial Corp. VA 03/30/88 NASDAQ 1,272,048 26.08
ESX Essex Bancorp, Inc. VA NA AMSE 1,052,637 2.37
FFFC FFVA Financial Corp. VA 10/12/94 NASDAQ 5,022,552 92.92
FFRV Fidelity Financial Bankshares VA 05/01/86 NASDAQ 2,298,647 52.87
GSLC Guaranty Financial Corp. VA NA NASDAQ 919,168 8.27
LIFB Life Bancorp, Inc. VA 10/11/94 NASDAQ 9,846,840 157.55
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VABF Virginia Beach Fed. Financial VA 604,060 39,878 39,878 0.03 0.21 0.51 3.26
VFFC Virginia First Financial Corp. VA 781,358 61,113 59,254 1.43 0.80 17.98 10.07
CASB Cascade Financial Corp. WA 340,380 20,586 20,586 0.49 0.49 7.74 7.73
FWWB First SB of Washington Bancorp WA 946,986 149,348 137,105 1.02 1.23 5.22 6.32
IWBK InterWest Bancorp, Inc. WA 1,712,151 111,021 108,152 0.82 1.10 11.48 15.51
STSA Sterling Financial Corp. WA 1,531,295 84,320 73,508 0.14 0.37 2.45 6.39
WFSL Washington Federal, Inc. WA 5,114,978 577,702 550,245 1.63 1.81 13.81 15.34
AADV Advantage Bancorp, Inc. WI 1,016,385 88,867 81,965 0.31 0.80 3.18 8.22
ABCW Anchor BanCorp Wisconsin WI 1,891,584 110,522 107,583 0.68 0.93 9.99 13.68
FCBF FCB Financial Corp. WI 269,285 46,554 46,554 0.91 1.11 4.92 6.02
FFEC First Fed Bncshrs Eau Clair WI 728,822 97,828 94,090 0.69 0.91 4.78 6.27
FTFC First Federal Capital Corp. WI 1,469,422 93,175 87,850 0.71 0.78 10.18 11.21
FFHC First Financial Corp. WI 5,595,612 401,102 387,461 0.91 1.27 12.54 17.55
FNGB First Northern Capital Corp. WI 607,977 69,407 69,407 0.53 0.82 4.25 6.56
HALL Hallmark Capital Corp. WI 387,671 27,181 27,181 0.41 0.55 5.33 7.11
MWFD Midwest Federal Financial WI 194,707 16,340 15,621 1.04 1.02 11.26 10.99
NWEQ Northwest Equity Corp. WI 95,501 11,591 11,591 0.71 0.91 5.18 6.70
OSBF OSB Financial Corp. WI 250,465 31,046 31,046 0.03 0.45 0.27 3.60
RELI Reliance Bancshares, Inc. WI 47,987 29,299 NA NA NA NA NA
SECP Security Capital Corporation WI 3,494,427 555,207 555,207 0.84 1.14 4.99 6.76
STFR St. Francis Capital Corp. WI 1,404,116 125,179 119,345 0.81 0.79 8.04 7.90
AFBC Advance Financial Bancorp WV 93,176 6,051 NA NA NA NA NA
FOBC Fed One Bancorp WV 341,528 39,875 37,833 0.70 1.00 5.72 8.10
CRZY Crazy Woman Creek Bancorp WY 51,517 15,469 15,469 0.79 1.05 3.10 4.10
TRIC Tri-County Bancorp, Inc. WY 79,475 12,670 12,670 0.66 0.92 3.82 5.27
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
VABF Virginia Beach Fed. Financial VA 11/01/80 NASDAQ 4,967,465 43.16
VFFC Virginia First Financial Corp. VA 01/01/78 NASDAQ 5,743,372 78.97
CASB Cascade Financial Corp. WA 09/16/92 NASDAQ 2,050,581 32.81
FWWB First SB of Washington Bancorp WA 11/01/95 NASDAQ 10,878,482 180.85
IWBK InterWest Bancorp, Inc. WA NA NASDAQ 7,918,074 233.58
STSA Sterling Financial Corp. WA NA NASDAQ 5,537,328 75.45
WFSL Washington Federal, Inc. WA 11/17/82 NASDAQ 40,695,450 961.43
AADV Advantage Bancorp, Inc. WI 03/23/92 NASDAQ 3,392,694 110.26
ABCW Anchor BanCorp Wisconsin WI 07/16/92 NASDAQ 4,628,574 152.74
FCBF FCB Financial Corp. WI 09/24/93 NASDAQ 2,459,614 42.43
FFEC First Fed Bncshrs Eau Clair WI 10/12/94 NASDAQ 6,855,379 123.40
FTFC First Federal Capital Corp. WI 11/02/89 NASDAQ 6,168,777 138.80
FFHC First Financial Corp. WI 12/24/80 NASDAQ 37,394,133 717.97
FNGB First Northern Capital Corp. WI 12/29/83 NASDAQ 4,381,147 73.38
HALL Hallmark Capital Corp. WI 01/03/94 NASDAQ 1,442,950 24.17
MWFD Midwest Federal Financial WI 07/08/92 NASDAQ 1,603,980 30.07
NWEQ Northwest Equity Corp. WI 10/11/94 NASDAQ 929,267 10.45
OSBF OSB Financial Corp. WI 07/01/92 NASDAQ 1,160,134 27.12
RELI Reliance Bancshares, Inc. WI 04/19/96 NASDAQ 2,562,344 22.10
SECP Security Capital Corporation WI 01/03/94 NASDAQ 9,204,798 596.01
STFR St. Francis Capital Corp. WI 06/21/93 NASDAQ 5,475,509 140.99
AFBC Advance Financial Bancorp WV 01/02/96 NASDAQ NA NA
FOBC Fed One Bancorp WV 01/19/95 NASDAQ 2,492,799 38.64
CRZY Crazy Woman Creek Bancorp WY 03/29/96 NASDAQ 1,058,000 12.17
TRIC Tri-County Bancorp, Inc. WY 09/30/93 NASDAQ 608,749 11.11
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
ALL THRIFTS
AVERAGE 1,309,379 98,357 93,609 0.54 0.78 4.99 7.18
MEDIAN 311,028 35,356 36,355 0.60 0.86 4.89 7.03
HIGH 50,588,224 2,616,781 2,321,357 2.09 2.34 22.20 28.26
LOW 34,980 4,709 4,498 -18.24 -14.37 -56.67 -44.64
AVERAGE FOR STATE
OH 775,447 66,108 64,565 0.60 0.88 5.27 7.89
AVERAGE BY REGION
MIDWEST 916,333 79,845 74,880 0.68 0.90 5.80 7.65
NEW ENGLAND 892,546 94,126 90,654 0.92 0.92 8.44 7.74
MID ATLANTIC 441,673 51,420 51,417 0.55 0.83 4.32 6.83
SOUTHEAST 988,805 70,571 64,624 0.64 0.87 6.22 8.41
SOUTHWEST 951,635 70,046 65,771 -2.05 -1.34 -4.87 -0.66
WEST 5,121,603 304,659 290,738 0.27 0.53 2.02 5.13
AVERAGE BY EXCHANGE
NYSE 16,600,905 960,207 883,687 0.56 0.77 8.32 12.07
AMEX 232,666 35,731 35,538 0.44 0.76 1.24 3.96
OTC/NASDAQ 773,623 68,349 65,502 0.54 0.78 5.04 7.14
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C>
ALL THRIFTS
AVERAGE 5,938,321 132.59
MEDIAN 2,525,337 38.25
HIGH 137,431,563 3,641.94
LOW 230,086 2.37
AVERAGE FOR STATE
OH 4,130,806 104.97
AVERAGE BY REGION
MIDWEST 4,815,431 114.26
NEW ENGLAND 6,861,357 129.99
MID ATLANTIC 3,499,800 62.56
SOUTHEAST 5,796,226 95.01
SOUTHWEST 4,565,328 104.85
WEST 14,205,450 382.02
AVERAGE BY EXCHANGE
NYSE 43,252,745 1,355.09
AMEX 2,550,258 32.82
OTC/NASDAQ 4,618,225 88.65
</TABLE>
<PAGE>
[Insert 33-55 here -- Jack@]
<PAGE>
ALPHABETICAL
EXHIBITS
<PAGE>
EXHIBIT A
PROFILE OF THE FIRM
KELLER & COMPANY, INC. is a full service consulting firm to financial
institutions, serving clients throughout the United States from its office in
Dublin, Ohio. The firm consults primarily in the areas of regulatory and
compliance matters, financial analysis and strategic planning, stock valuations
and appraisals, mergers and acquisitions, mutual to stock conversions,
conversion/mergers and branching. Since its inception in 1985, KELLER & COMPANY
has provided a wide range of consulting services to over 100 financial
institutions including thrifts, banks, mortgage companies and holding companies.
KELLER & COMPANY is an affiliate member of the Community Bankers of America,
Community Bankers Association of Ohio, the Ohio League of Financial
Institutions, and the Tri State League of Financial Institutions.
Each of the firm's senior consultants has over eighteen years front line
experience and accomplishment in various areas of the financial institution and
real estate industries. Each consultant provides to clients distinct and diverse
areas of expertise. Specific services and projects have included financial
institution charter and deposit insurance applications, market studies,
institutional mergers and acquisitions, branch sales and acquisitions,
operations and performance analyses, business plans, strategic planning,
financial projections and modeling, stock valuations, fairness opinions,
conversion appraisals, capital plans, policy development and revision, lending,
underwriting and investment criteria, data processing and management information
systems, and incentive compensation programs.
It is the goal of KELLER & COMPANY to provide specific and ongoing services that
are pertinent and responsive to the needs of the individual client institution
within the changing industry environment, and to offer those services at
reasonable fees on a timely basis. In recent years, KELLER & COMPANY has become
one of the leading consulting firms in the nation.
155
<PAGE>
CONSULTANTS IN THE FIRM
MICHAEL R. KELLER has over twenty years experience as a consultant to the
financial institution industry. Immediately following his graduation from
college, he was employed by the Ohio Division of Financial Institutions, working
for two years in the northeastern Ohio district as an examiner of financial
institutions before pursuing graduate studies at the Ohio State University.
Mr. Keller later worked as an associate for a management consulting firm
specializing in services to financial institutions. During his eight years with
the firm, he specialized in mergers and acquisitions, branch acquisitions and
sales, branch feasibility studies, stock valuations, charter applications, and
site selection analyses. By the time of his departure, he had attained the
position of vice president, with experience in almost all facets of banking
operations.
Prior to forming Keller & Company, Mr. Keller also worked as a senior consultant
in a larger consulting firm. In that position, he broadened his activities and
experience, becoming more involved with institutional operations, business and
strategic planning, regulatory policies and procedures, conversion appraisals,
and fairness opinions. Mr. Keller established the firm in November 1985 to
better serve the needs of the financial institution industry.
Mr. Keller graduated from Wooster College with a B.A. in Economics in 1972, and
later received an M.B.A. in Finance in 1976 from the Ohio State University where
he took two courses in corporate stock valuations.
156
<PAGE>
Consultants in the Firm (cont.)
JOHN A. SHAFFER has over twenty years experience in banking, finance, real
estate lending, and development.
From 1971 to 1974, Mr. Shaffer was employed by a large real estate investment
trust as a lending officer, specializing in construction and development loans.
By 1974, having gained experience in loan underwriting, management and workout,
he joined Chemical Association of New York and was appointed Vice President for
Loan Administration of Chemical Mortgage Company in Columbus, Ohio. At Chemical,
he managed all commercial and residential loan servicing, administering a
portfolio in excess of $1 billion. His responsibilities also included the
analysis, management and workout of problem commercial loans and properties, and
the structuring, negotiation, acquisition and sale of loan servicing and
mortgage and equity securities.
Mr. Shaffer later formed an independent real estate and financial consulting
firm, serving corporate and institutional clients, and also investing in and
developing real estate. His primary activities have included the planning,
analysis, financing, implementation, and administration of real estate projects,
as well as financial projection and modeling, cost and profit analysis, loan
management, budgeting, cash flow management and project design.
Mr. Shaffer graduated from Syracuse University with a B.S. in Business
Administration, later receiving an M.B.A. in Finance and a Ph.D. in Economics
from New York University.
157
<PAGE>
EXHIBIT B
RB 20
CERTIFICATION
I hereby certify that I have not been the subject of any criminal, civil or
administrative judgments, consents, undertakings or orders, or any past
administrative proceedings (excluding routine or customary audits, inspections
and investigation) issued by any federal or state court, any department, agency,
or commission of the U.S. Government, any state or municipality, any
self-regulatory trade or professional organization, or any foreign government or
governmental entity, which involve:
(i) commission of a felony, fraud, moral turpitude, dishonesty or breach of
trust;
(ii) violation of securities or commodities laws or regulations;
(iii) violation of depository institution laws or regulations;
(iv) violation of housing authority laws or regulations;
(v) violation of the rules, regulations, codes or conduct or ethics of a
self-regulatory trade or professional organization;
(vi) adjudication of bankruptcy or insolvency or appointment of a receiver,
conservator, trustee, referee, or guardian.
I hereby certify that the statements I have made herein are true, complete and
correct to the best of my knowledge and belief.
Conversion Appraiser
1-23-97 /s/ Michael R. Keller
- ------------------------------- ------------------------------
Date Michael R. Keller
158
<PAGE>
EXHIBIT C
AFFIDAVIT OF INDEPENDENCE
STATE OF OHIO,
COUNTY OF FRANKLIN, ss:
I, Michael R. Keller, being first duly sworn hereby depose and say that:
The fee which I received directly from the applicant, Peoples Federal
Savings and Loan Association of Sidney, Sidney, Ohio in the amount of $17,000
for the performance of my appraisal was not related to the value determined in
the appraisal; that the undersigned appraiser is independent and has fully
disclosed to the Office of Thrift Supervision any relationships which may have a
material bearing upon the question of my independence; and that any indemnity
agreement with the applicant has been fully disclosed in a written statement to
the Office of Thrift Supervision.
Further, affiant sayeth naught.
/s/ Michael R. Keller
-----------------------------------
Michael R. Keller
Sworn to before me and subscribed in my presence this 23th day of January,
1997.
/s/ Lori A. Kessen
-----------------------------------
NORTARY PUBLIC
LORI A. KESSEN
NOTARY PUBLIC, STATE OF OHIO
MY COMMISSION EXPIRES AUG. 10, 2000
159
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 33
RECENTLY CONVERTED, SAIF-INSURED THRIFT INSTITUTIONS
PRICES AND PRICING RATIOS
<TABLE>
<CAPTION>
PRO FORMA RATIOS CURRENT RATIOS
------------------------------------------- --------------------------------------
Price/ Price/ Price/ Price/
Price/ Book Tang. Bk. Price/ Price/ Book Tang. Bk. Price/
IPO Earnings Value Value Assets Earnings Value Value Assets
Date (X) (%) (%) (%) (X) (%) (%) (%)
-------- ------ ------ ------- ------- -------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FLKY First Lancaster Bancshares KY 07/01/96 18.50 74.70 74.67 21.30 NA 103.87 103.87 37.05
EGLB Eagle BancGroup, Inc. IL 07/01/96 100.10 58.40 58.45 7.90 NA 88.01 88.01 11.74
HWE Home Financial Bancorp IN 07/02/96 11.40 68.00 68.04 13.10 NA 86.54 86.54 17.33
OCFC Ocean Financial Corp. NJ 07/03/96 13.40 71.20 71.18 13.90 NA 99.39 99.39 20.60
MBSP Mitchell Bancorp, Inc. NC 07/12/96 NA 70.00 70.04 25.80 NA 95.71 95.71 40.27
PWB Pennwood Savings Bank PA 07/15/96 14.50 67.50 67.54 12.80 NA 85.70 85.70 17.16
ANA Acadiana Bancshares, Inc. LA 07/16/96 NA 71.90 71.93 12.70 NA 90.28 90.28 15.84
PFED Park Bancorp, Inc. IL 08/12/96 26.20 66.70 66.66 14.50 NA 86.15 86.15 20.25
PFFC Peoples Financial Corp. OH 09/13/96 28.60 64.30 64.30 16.00 NA 81.76 81.76 21.72
HBEI Home Bancorp of Elgin, Inc. IL 09/27/96 24.90 72.60 72.64 18.70 NA 93.84 93.84 25.07
CBES CBES Bancorp, Inc. MO 09/30/96 13.20 61.10 61.06 10.60 NA 86.05 86.05 15.10
WEH Westwood Homestead Fin. Corp. OH 09/30/96 NA 73.80 73.83 22.70 NA 79.47 79.47 26.19
AFED AFSALA Bancorp, Inc. NY 10/01/96 13.70 71.70 71.73 9.90 NA NA NA NA
SSFC South Street Financial Corp. NC 10/03/96 26.10 76.30 76.32 21.20 NA NA NA NA
CNBA Chester Bancorp, Inc. IL 10/08/96 18.80 72.10 72.10 13.90 NA NA NA NA
FTNB Fulton Bancorp, Inc. MO 10/18/96 14.60 72.50 72.53 16.70 NA 105.34 105.34 25.69
DCBI Delphos Citizens Bancorp, Inc OH 11/21/96 14.60 72.20 72.23 18.80 NA NA NA NA
CFNC Carolina Fincorp, Inc. NC 11/25/96 17.20 77.00 76.98 16.40 NA NA NA NA
PSFI PS Financial, Inc. IL 11/27/96 17.20 71.90 71.93 29.00 NA NA NA NA
RIVR River Valley Bancorp IN 12/20/96 15.20 73.00 72.96 12.10 NA NA NA NA
BFFC Big Foot Financial Corp. IL 12/20/96 33.10 72.70 72.67 11.40 NA NA NA NA
CENB Century Bancorp, Inc. NC 12/23/96 18.90 72.10 72.11 20.00 NA NA NA NA
SCBS Southern Community Bancshares AL 12/23/96 14.50 74.40 74.39 15.00 NA NA NA NA
HCFC Home City Financial Corp. OH 12/30/96 13.70 71.20 71.20 14.60 NA NA NA NA
</TABLE>
<TABLE>
<CAPTION>
PRICES AND TREND FROM IPO DATE
-------------------------------------------------------------
1 Day 1 Week 1 Mo.
IPO After After After
Price IPO % IPO % IPO %
($) ($) Change ($) Change ($) Change
----- ----- ------ ----- ------ ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
FLKY First Lancaster Bancshares KY 10.00 13.50 35.00 13.38 33.75 13.75 37.50
EGLB Eagle BancGroup, Inc. IL 10.00 11.25 12.50 11.25 12.50 11.13 11.25
HWE Home Financial Bancorp IN 10.00 10.25 2.50 9.88 (1.25) 10.50 5.00
OCFC Ocean Financial Corp. NJ 20.00 21.25 6.25 20.13 0.63 21.00 5.00
MBSP Mitchell Bancorp, Inc. NC 10.00 NA NA 10.63 6.25 11.00 10.00
PWB Pennwood Savings Bank PA 10.00 9.50 (5.00) 9.13 (8.75) 9.63 (3.75)
ANA Acadiana Bancshares, Inc. LA 12.00 12.00 0.00 11.75 (2.08) 12.38 3.13
PFED Park Bancorp, Inc. IL 10.00 10.25 2.50 10.44 4.38 10.50 5.00
PFFC Peoples Financial Corp. OH 10.00 10.88 8.75 11.50 15.00 12.75 27.50
HBEI Home Bancorp of Elgin, Inc. IL 10.00 11.81 18.13 12.50 25.00 12.63 26.25
CBES CBES Bancorp, Inc. MO 10.00 12.63 26.25 13.44 34.38 13.25 32.50
WEH Westwood Homestead Fin. Corp. OH 10.00 10.75 7.50 10.63 6.25 10.50 5.00
AFED AFSALA Bancorp, Inc. NY 10.00 11.38 13.75 11.31 13.13 11.56 15.63
SSFC South Street Financial Corp. NC 10.00 NA NA 12.50 25.00 12.38 23.75
CNBA Chester Bancorp, Inc. IL 10.00 12.94 29.38 12.63 26.25 12.63 26.25
FTNB Fulton Bancorp, Inc. MO 10.00 12.50 25.00 12.88 28.75 14.75 47.50
DCBI Delphos Citizens Bancorp, Inc OH 10.00 12.13 21.25 12.13 21.25 12.06 20.63
CFNC Carolina Fincorp, Inc. NC 10.00 13.00 30.00 13.00 30.00 13.63 36.25
PSFI PS Financial, Inc. IL 10.00 11.64 16.41 11.69 16.88 12.50 25.00
RIVR River Valley Bancorp IN 10.00 13.69 36.88 13.88 38.75 NA NA
BFFC Big Foot Financial Corp. IL 10.00 12.31 23.13 12.50 25.00 NA NA
CENB Century Bancorp, Inc. NC 50.00 62.63 25.25 66.00 32.00 NA NA
SCBS Southern Community Bancshares AL 10.00 13.00 30.00 13.75 37.50 NA NA
HCFC Home City Financial Corp. OH 10.00 NA NA 12.50 25.00 NA NA
</TABLE>
126
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 34
ACQUISITIONS AND PENDING ACQUISITIONS
COUNTY, CITY OR MARKET AREA OF PEOPLES FEDERAL SAVINGS AND LOAN
ASSOCIATION
NONE
127
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 35
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED MUTUAL HOLDING COMPANIES
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
PER SHARE
--------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ----- ----- ----- ------- --------- ------ ------ ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PFSL Pocahontas FS&LA, MHC AR NASDAQ 17.750 17.750 9.500 2.90 16.39 13.97 234.87 0.77
CMSV Community Savings, MHC FL NASDAQ 18.750 20.500 10.000 0.67 14.50 15.33 132.85 0.75
FFFL Fidelity FSB of Florida, MHC FL NASDAQ 18.250 18.500 9.091 4.29 14.06 11.94 127.51 0.65
HARB Harbor Federal Savings Bk, MHC FL NASDAQ 34.250 35.750 11.875 4.98 15.13 17.19 214.30 1.13
FFSX First Fed SB of Siouxland, MHC IA NASDAQ 28.250 30.250 8.239 0.89 16.17 19.39 243.28 0.65
WCFB Webster City Federal SB, MHC IA NASDAQ 13.750 13.750 8.813 1.85 4.76 10.30 45.00 0.70
JXSB Jacksonville Savings Bank, MHC IL NASDAQ 14.000 14.250 10.000 16.67 16.06 13.01 112.95 0.40
LFED Leeds Federal Savings Bk, MHC MD NASDAQ 16.000 16.750 9.875 4.92 14.29 12.81 79.51 0.65
GFED Guaranty Federal SB, MHC MO NASDAQ 11.750 12.500 8.000 4.44 4.44 8.49 58.61 0.32
PULB Pulaski Bank, Savings Bk, MHC MO NASDAQ 16.000 16.500 10.500 13.27 8.47 10.75 85.39 0.85
FSLA First Savings Bank, MHC NJ NASDAQ 18.750 20.500 5.072 4.17 17.86 12.59 136.03 0.35
FSNJ First Savings Bk of NJ, MHC NJ NASDAQ 21.375 23.000 10.750 25.74 35.71 15.53 212.17 0.50
SBFL SB of the Finger Lakes, MHC NY NASDAQ 13.500 17.000 8.125 0.00 -5.26 11.22 110.61 0.40
WAYN Wayne Savings & Loan Co. MHC OH NASDAQ 23.750 24.500 11.255 3.26 20.25 15.04 167.49 0.87
GDVS Greater Delaware Valley SB, MHC PA NASDAQ 10.750 13.000 9.250 6.17 16.22 8.30 70.97 0.36
HARS Harris Savings Bank, MHC PA NASDAQ 18.813 20.500 12.750 2.38 25.42 13.15 153.68 0.57
NWSB Northwest Savings Bank, MHC PA NASDAQ 13.500 13.750 7.375 1.89 3.85 8.01 81.35 0.31
PERT Perpetual Bank, MHC SC NASDAQ 23.125 24.250 20.250 5.11 6.94 19.33 139.46 NA
RVSB Riverview Savings Bank, MHC WA NASDAQ 18.250 18.250 9.711 8.96 17.74 10.73 99.84 0.21
ALL MUTUAL HOLDING COMPANIES
AVERAGE 18.451 19.539 10.023 5.92 13.84 13.00 131.89 0.58
MEDIAN 18.250 18.250 9.711 4.29 15.13 12.81 127.51 0.61
HIGH 34.250 35.750 20.250 25.74 35.71 19.39 243.28 1.13
LOW 10.750 12.500 5.072 0.00 -5.26 8.01 45.00 0.21
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
--------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
PFSL Pocahontas FS&LA, MHC AR NASDAQ 15.30 127.06 7.56 11.45
CMSV Community Savings, MHC FL NASDAQ 23.73 122.31 14.11 15.89
FFFL Fidelity FSB of Florida, MHC FL NASDAQ 38.83 152.85 14.31 23.40
HARB Harbor Federal Savings Bk, MHC FL NASDAQ 19.57 199.24 15.98 14.57
FFSX First Fed SB of Siouxland, MHC IA NASDAQ 29.43 145.69 11.61 17.12
WCFB Webster City Federal SB, MHC IA NASDAQ 34.38 133.50 30.56 NA
JXSB Jacksonville Savings Bank, MHC IL NASDAQ 66.67 107.61 12.39 26.42
LFED Leeds Federal Savings Bk, MHC MD NASDAQ 26.23 124.90 20.12 18.60
GFED Guaranty Federal SB, MHC MO NASDAQ 32.64 138.40 20.05 40.52
PULB Pulaski Bank, Savings Bk, MHC MO NASDAQ 38.10 148.84 18.74 23.88
FSLA First Savings Bank, MHC NJ NASDAQ 30.74 148.93 13.78 17.05
FSNJ First Savings Bk of NJ, MHC NJ NASDAQ NM 137.64 10.07 41.11
SBFL SB of the Finger Lakes, MHC NY NASDAQ NM 120.32 12.21 112.50
WAYN Wayne Savings & Loan Co. MHC OH NASDAQ 55.23 157.91 14.18 23.28
GDVS Greater Delaware Valley SB, MHC PA NASDAQ NM 129.52 15.15 153.57
HARS Harris Savings Bank, MHC PA NASDAQ NM 143.06 12.24 28.94
NWSB Northwest Savings Bank, MHC PA NASDAQ 25.47 168.54 16.59 16.07
PERT Perpetual Bank, MHC SC NASDAQ 24.34 119.63 16.58 17.52
RVSB Riverview Savings Bank, MHC WA NASDAQ 19.01 170.08 18.28 16.59
ALL MUTUAL HOLDING COMPANIES
AVERAGE 31.98 141.90 15.50 34.36
MEDIAN 29.43 138.40 14.31 20.94
HIGH 66.67 199.24 30.56 153.57
LOW 15.30 107.61 7.56 11.45
</TABLE>
128
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 36
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED MUTUAL HOLDING COMPANIES
AS OF JANUARY 10, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
---------------------------------- -----------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ------- ------- ------------ ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PFSL Pocahontas FS&LA, MHC AR 381,562 22,689 22,689 0.54 0.72 8.98 11.96
CMSV Community Savings, MHC FL 650,332 75,056 75,056 0.64 0.96 5.25 7.85
FFFL Fidelity FSB of Florida, MHC FL 857,366 80,316 79,486 0.39 0.65 3.90 6.42
HARB Harbor Federal Savings Bk, MHC FL 1,057,443 84,832 81,245 0.91 1.22 10.51 14.12
FFSX First Fed SB of Siouxland, MHC IA 458,154 36,514 36,166 0.40 0.70 4.82 8.34
WCFB Webster City Federal SB, MHC IA 94,492 21,628 21,628 0.87 1.19 3.88 5.30
JXSB Jacksonville Savings Bank, MHC IL 143,710 16,555 16,513 0.19 0.46 1.57 3.87
LFED Leeds Federal Savings Bk, MHC MD 274,696 44,241 44,241 0.77 1.10 4.69 6.75
GFED Guaranty Federal SB, MHC MO 183,150 26,538 26,538 0.61 0.50 4.23 3.42
PULB Pulaski Bank, Savings Bk, MHC MO 178,812 22,504 22,504 0.49 0.78 3.91 6.19
FSLA First Savings Bank, MHC NJ 974,771 90,227 79,066 0.47 0.85 4.98 8.94
FSNJ First Savings Bk of NJ, MHC NJ 649,720 47,551 47,551 -0.60 0.25 -7.63 3.12
SBFL SB of the Finger Lakes, MHC NY 197,437 20,020 20,020 -0.06 0.11 -0.51 1.00
WAYN Wayne Savings & Loan Co. MHC OH 250,856 22,527 22,527 0.25 0.61 2.70 6.50
GDVS Greater Delaware Valley SB, MHC PA 232,264 27,151 27,151 -0.21 0.10 -1.73 0.81
HARS Harris Savings Bank, MHC PA 1,723,684 147,474 124,398 0.03 0.48 0.24 4.51
NWSB Northwest Savings Bank, MHC PA 1,901,532 187,167 178,037 0.70 1.06 6.49 9.90
PERT Perpetual Bank, MHC SC 209,827 29,091 NA 0.73 1.02 6.02 8.39
RVSB Riverview Savings Bank, MHC WA 219,224 23,566 21,074 0.99 1.16 9.05 10.60
ALL MUTUAL HOLDING COMPANIES
AVERAGE 559,949 53,981 52,549 0.43 0.73 3.76 6.74
MEDIAN 274,696 29,091 31,659 0.49 0.72 4.23 6.50
HIGH 1,901,532 187,167 178,037 0.99 1.22 10.51 14.12
LOW 94,492 16,555 16,513 -0.60 0.10 -7.63 0.81
</TABLE>
129
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
COMPARABLE GROUP SELECTION
BALANCE SHEET PARAMETERS
General Parameters:
States: IA IL IN KY MI OH PA WI WV
IPO Date: <= 09/30/95
Asset size: <= $350,000
<TABLE>
<CAPTION>
Total
Cash & 1-4 Fam. Total Net Net Loans Borrowed
Total Invest./ MBS/ Loans/ Loans/ & MBS/ Funds/ Equity/
Assets Assets Assets Assets Assets Assets Assets Assets
IPO Date ($000) (%) (%) (%) (%) (%) (%) (%)
-------- -------- ------- ------- ------- --------- --------- -------- ------
PEOPLES FEDERAL -- 89,963 4.40 0.00 76.66 93.06 93.06 0.00 10.21
------------------------------------------------------------------------------------------------------------------------------
DEFINED PARAMETERS FOR Prior to 3.00 - 50.00 - 60.00 - 70.00 - 8.00 -
INCLUSION IN COMPARABLE GROUP 09/30/95 <$350,000 25.00 <20.00 85.00 95.00 97.00 <25.00 20.00
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HBBI Home Building Bancorp IN 02/08/95 42,560 17.52 13.56 49.43 66.04 79.60 9.34 12.92
CKFB CKF Bancorp, Inc. KY 01/04/95 59,898 10.11 0.01 68.82 88.19 88.20 0.44 25.22
MSBF MSB Financial, Inc. MI 02/06/95 62,832 3.75 1.73 63.60 92.44 94.16 12.73 20.05
GWBC Gateway Bancorp, Inc. KY 01/18/95 69,496 30.79 41.82 23.19 26.10 67.93 0.00 25.07
ATSB AmTrust Capital Corp. IN 03/28/95 72,108 NA NA 39.62 71.79 NA 23.44 9.91
HZFS Horizon Financial Svcs Corp. IA 06/30/94 76,652 30.92 0.00 42.30 65.98 65.98 16.50 10.73
HHFC Harvest Home Financial Corp. OH 10/10/94 78,718 34.85 9.39 47.22 53.69 63.09 12.70 12.35
LOGN Logansport Financial Corp. IN 06/14/95 79,726 18.29 9.06 48.64 69.77 78.83 3.76 19.98
SOBI Sobieski Bancorp, Inc. IN 03/31/95 80,648 9.92 19.25 56.26 67.39 86.64 7.07 17.12
SFFC StateFed Financial Corporation IA 01/05/94 81,059 13.14 0.00 51.37 81.80 81.80 23.44 17.99
GFSB GFS Bancorp, Inc. IA 01/06/94 85,206 7.20 3.85 57.85 87.53 91.38 22.66 11.57
KYF Kentucky First Bancorp, Inc. KY 08/29/95 86,009 18.31 26.39 28.56 52.64 79.02 18.98 22.25
THR Three Rivers Financial Corp. MI 08/24/95 87,369 20.29 10.21 44.08 65.44 75.65 11.27 14.48
FTSB Fort Thomas Financial Corp. KY 06/28/95 88,874 10.73 0.97 67.98 85.44 86.42 5.07 24.35
INCB Indiana Community Bank, SB IN 12/15/94 90,697 11.77 3.35 43.34 81.20 84.56 0.00 12.30
CIBI Community Investors Bancorp OH 02/07/95 94,799 22.89 2.30 54.85 73.37 75.67 13.05 11.94
NWEQ Northwest Equity Corp. WI 10/11/94 95,501 7.46 8.14 54.85 80.65 88.79 21.64 12.14
FFBI First Financial Bancorp, Inc. IL 10/04/93 97,143 15.02 7.29 59.20 75.18 82.47 23.21 7.73
ASBP ASB Financial Corp. OH 05/11/95 114,298 27.24 9.00 43.01 60.90 69.90 2.11 22.18
MIFC Mid-Iowa Financial Corp. IA 10/14/92 115,804 28.90 15.73 39.36 53.64 69.37 17.70 9.15
NBSI North Bancshares, Inc. IL 12/21/93 116,881 31.40 6.77 52.69 59.88 66.65 20.32 15.13
GTPS Great American Bancorp IL 06/30/95 123,866 NA NA 36.10 73.52 NA 0.00 25.62
PTRS Potters Financial Corp. OH 12/31/93 125,497 31.55 20.89 32.08 44.68 65.57 12.67 8.21
FKKY Frankfort First Bancorp, Inc. KY 07/10/95 128,710 10.66 0.00 80.89 87.55 87.55 4.99 26.30
MWBI Midwest Bancshares, Inc. IA 11/12/92 137,707 15.67 22.42 46.16 58.88 81.29 18.81 6.58
BWFC Bank West Financial Corp. MI 03/30/95 139,516 23.78 1.56 65.23 71.68 73.24 15.05 17.34
FFWD Wood Bancorp, Inc. OH 08/31/93 152,374 16.97 3.19 58.74 77.99 81.18 11.10 13.17
FFWC FFW Corp. IN 04/05/93 154,551 18.80 12.01 52.56 66.94 78.95 24.46 10.01
NEIB Northeast Indiana Bancorp IN 06/28/95 160,032 10.95 0.00 60.91 86.98 86.98 33.12 17.44
MARN Marion Capital Holdings IN 03/18/93 174,597 9.87 0.02 50.24 83.09 83.12 3.40 22.69
MFFC Milton Federal Financial Corp. OH 10/07/94 180,831 23.41 9.51 56.53 64.56 74.07 9.67 18.51
FFBZ First Federal Bancorp, Inc. OH 07/13/92 184,467 7.94 0.90 54.46 86.90 87.80 20.58 7.59
MWFD Midwest Federal Financial WI 07/08/92 194,707 14.76 8.89 30.97 72.43 81.32 11.35 8.39
CBCO CB Bancorp, Inc. IN 12/28/92 200,008 45.53 4.34 37.50 45.14 49.49 22.00 9.69
LARL Laurel Capital Group, Inc. PA 02/20/87 201,911 17.15 7.46 56.24 73.49 80.95 4.48 10.40
SBCN Suburban Bancorporation, Inc. OH 09/30/93 209,942 5.34 13.00 56.98 79.74 92.74 26.93 12.09
OHSL OHSL Financial Corp. OH 02/10/93 217,627 19.82 6.55 57.73 71.52 78.06 9.33 11.56
FFHS First Franklin Corporation OH 01/26/88 218,329 11.02 18.62 53.72 68.05 86.67 3.28 9.05
MFBC MFB Corp. IN 03/25/94 225,809 20.48 10.66 59.79 67.34 78.00 10.85 16.63
CBIN Community Bank Shares IN 04/10/95 234,600 37.91 1.73 38.16 57.76 59.49 9.13 10.85
EFBI Enterprise Federal Bancorp OH 10/17/94 235,191 22.76 11.85 43.84 63.37 75.23 25.51 14.05
FBCV 1ST Bancorp IN 04/07/87 257,960 27.18 1.02 58.93 67.93 68.94 38.34 8.20
FFED Fidelity Federal Bancorp IN 08/31/87 261,834 4.76 4.55 43.91 85.17 89.72 24.60 4.79
WVFC WVS Financial Corporation PA 11/29/93 265,820 36.17 5.81 45.80 56.17 61.99 22.25 12.88
PFDC Peoples Bancorp IN 07/07/87 280,012 18.77 0.23 71.92 79.64 79.87 0.00 15.24
GFCO Glenway Financial Corp. OH 11/30/90 283,727 7.65 10.31 64.42 79.88 90.19 8.45 9.28
CVAL Chester Valley Bancorp Inc. PA 03/27/87 284,386 12.51 0.59 51.79 83.95 84.54 8.17 8.83
WFCO Winton Financial Corp. OH 08/04/88 292,241 8.02 4.09 46.69 85.71 89.81 15.87 7.13
FKFS First Keystone Financial PA 01/26/95 294,241 22.81 15.93 43.33 57.77 73.70 15.88 7.85
WCBI Westco Bancorp IL 06/26/92 307,772 27.05 0.00 57.07 71.33 71.33 0.00 15.50
HARL Harleysville Savings Bank PA 08/04/87 315,495 18.06 5.83 69.27 73.92 79.75 13.89 6.22
FMBD First Mutual Bancorp, Inc. IL 07/05/95 316,381 12.16 0.00 60.32 84.54 84.54 14.10 19.93
FSBI Fidelity Bancorp, Inc. PA 06/24/88 317,874 26.43 23.17 31.89 47.59 70.75 17.98 6.85
INBI Industrial Bancorp OH 08/01/95 320,372 10.79 0.19 76.81 86.57 86.76 0.00 18.93
HBFW Home Bancorp IN 03/30/95 322,702 20.69 0.00 71.02 77.57 77.57 0.00 14.48
HMCI HomeCorp, Inc. IL 06/22/90 340,449 7.53 6.09 41.90 80.02 86.11 2.44 6.00
FOBC Fed One Bancorp WV 01/19/95 341,528 20.84 37.81 17.34 38.02 75.83 15.73 11.68
PVFC PVF Capital Corp. OH 12/30/92 345,279 6.68 3.50 31.80 88.46 91.95 12.76 6.51
WOFC Western Ohio Financial Corp. OH 07/29/94 347,704 NA NA 56.23 74.64 NA 28.70 15.31
</TABLE>
130
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 38
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
COMPARABLE GROUP SELECTION
OPERATING PERFORMANCE AND ASSET QUALITY PARAMETERS
Most Recent Four Quarters
General Parameters:
States: IA IL IN KY MI OH PA WI WV
IPO Date: <= 09/30/95
Asset size: <= $350,000
<TABLE>
<CAPTION>
OPERATING PERFORMANCE ASSET QUALITY(1)
---------------------------------------------- ----------------------
Net Operating Noninterest
Total Core Core Interest Expenses/ Income/ NPA/ REO/ Reserves
Assets ROAA ROAE Margin(2) Assets(3) Assets Assets Assets Assets
IPO Date ($000) (%) (%) (%) (%) (%) (%) (%) (%)
-------- --------- ---- ---- --------- --------- ----------- ------ ------ --------
PEOPLES FEDERAL (4) -- 89,963 0.95 9.29 3.34 1.79 0.07 1.28 0.00 0.36
-------------------------------------------------------------------------------------------------------------------------------
DEFINED PARAMETERS FOR Prior to 0.60- 2.00- 2.75- 1.35-
INCLUSION IN COMPARABLE GROUP 09/30/95 <350,000 1.35 15.00 4.00 2.75 <0.40 <0.20 <0.20 >0.15
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HBBI Home Building Bancorp IN 02/08/95 42,560 -0.01 -0.07 3.57 2.51 0.28 0.35 0.00 0.18
CKFB CKF Bancorp, Inc. KY 01/04/95 59,898 1.27 4.67 3.78 1.82 0.08 1.47 0.00 0.20
MSBF MSB Financial, Inc. MI 02/06/95 62,832 1.70 7.49 5.59 3.31 0.49 0.78 0.00 0.57
GWBC Gateway Bancorp, Inc. KY 01/18/95 69,496 1.14 4.50 2.95 1.20 0.02 0.45 0.00 0.12
ATSB AmTrust Capital Corp. IN 03/28/95 72,108 0.11 1.08 2.85 2.97 0.57 2.58 0.06 0.69
HZFS Horizon Financial Svcs Corp. IA 06/30/94 76,652 0.33 2.83 3.42 2.66 0.43 1.12 0.44 0.50
HHFC Harvest Home Financial Corp. OH 10/10/94 78,718 0.49 2.87 3.06 2.38 0.07 0.21 0.00 0.14
LOGN Logansport Financial Corp. IN 06/14/95 79,726 1.48 5.71 3.94 1.63 0.13 0.36 0.00 0.29
SOBI Sobieski Bancorp, Inc. IN 03/31/95 80,648 0.46 2.52 3.28 2.67 0.21 0.11 0.00 0.25
SFFC StateFed Financial Corporation IA 01/05/94 81,059 1.25 6.35 3.74 1.67 0.07 1.27 0.00 0.30
GFSB GFS Bancorp, Inc. IA 01/06/94 85,206 1.12 9.36 3.39 1.73 0.13 1.63 0.00 0.81
KYF Kentucky First Bancorp, Inc. KY 08/29/95 86,009 1.17 4.84 3.81 2.13 0.14 0.09 0.00 0.43
THR Three Rivers Financial Corp. MI 08/24/95 87,369 0.78 5.15 3.94 3.00 0.45 1.22 0.50 0.52
FTSB Fort Thomas Financial Corp. KY 06/28/95 88,874 1.33 5.39 4.14 2.42 0.40 1.27 0.00 0.36
INCB Indiana Community Bank, SB IN 12/15/94 90,697 0.48 3.38 4.34 3.92 0.97 NA NA NA
CIBI Community Investors Bancorp OH 02/07/95 94,799 0.98 7.23 3.76 2.11 0.12 0.88 0.11 0.47
NWEQ Northwest Equity Corp. WI 10/11/94 95,501 0.91 6.70 4.02 2.69 0.43 1.19 0.17 0.47
FFBI First Financial Bancorp, Inc. IL 10/04/93 97,143 0.36 3.97 3.06 2.85 0.43 0.43 0.00 0.46
ASBP ASB Financial Corp. OH 05/11/95 114,298 0.89 3.83 3.53 2.20 0.16 1.89 0.58 0.77
MIFC Mid-Iowa Financial Corp. IA 10/14/92 115,804 1.04 11.22 3.01 2.28 0.92 0.13 0.00 0.24
NBSI North Bancshares, Inc. IL 12/21/93 116,881 0.61 3.52 3.32 2.51 0.17 0.00 0.00 0.18
GTPS Great American Bancorp IL 06/30/95 123,866 0.67 2.39 4.87 3.62 0.41 0.13 0.00 0.26
PTRS Potters Financial Corp. OH 12/31/93 125,497 0.40 4.19 3.28 2.62 0.20 2.20 0.00 1.67
FKKY Frankfort First Bancorp, Inc. KY 07/10/95 128,710 1.06 3.28 3.71 2.05 0.05 0.16 0.00 0.08
MWBI Midwest Bancshares, Inc. IA 11/12/92 137,707 0.72 10.36 2.94 1.87 0.16 0.47 0.03 0.49
BWFC Bank West Financial Corp. MI 03/30/95 139,516 0.36 1.86 3.13 2.58 0.16 0.10 0.00 0.13
FFWD Wood Bancorp, Inc. OH 08/31/93 152,374 1.14 8.10 4.32 2.50 0.23 0.29 0.02 0.35
FFWC FFW Corp. IN 04/05/93 154,551 1.07 10.00 3.11 1.75 0.32 0.16 0.03 0.32
NEIB Northeast Indiana Bancorp IN 06/28/95 160,032 1.22 5.96 3.94 1.92 0.17 0.20 0.00 0.64
MARN Marion Capital Holdings IN 03/18/93 174,597 1.42 5.96 4.18 2.22 0.18 0.95 0.10 1.15
MFFC Milton Federal Financial Corp. OH 10/07/94 180,831 0.86 4.22 3.51 2.15 0.13 0.34 0.02 0.27
FFBZ First Federal Bancorp, Inc. OH 07/13/92 184,467 1.09 14.28 4.04 2.44 0.45 0.50 0.00 0.87
MWFD Midwest Federal Financial WI 07/08/92 194,707 1.02 10.99 4.13 2.98 0.87 0.24 0.00 0.76
CBCO CB Bancorp, Inc. IN 12/28/92 200,008 1.31 13.77 4.30 2.11 0.68 1.70 1.42 0.93
LARL Laurel Capital Group, Inc. PA 02/20/87 201,911 1.40 13.22 3.95 1.94 0.28 0.64 0.07 0.94
SBCN Suburban Bancorporation, Inc. OH 09/30/93 209,942 0.56 4.36 2.99 2.32 0.22 0.13 0.10 1.49
OHSL OHSL Financial Corp. OH 02/10/93 217,627 0.85 6.85 3.33 2.10 0.13 0.22 0.00 0.24
FFHS First Franklin Corporation OH 01/26/88 218,329 0.61 6.47 2.76 1.92 0.18 0.52 0.11 0.42
MFBC MFB Corp. IN 03/25/94 225,809 0.78 4.20 3.12 1.94 0.15 0.09 0.00 0.15
CBIN Community Bank Shares IN 04/10/95 234,600 0.89 7.63 3.02 2.06 0.59 0.22 0.03 0.26
EFBI Enterprise Federal Bancorp OH 10/17/94 235,191 0.63 3.82 2.98 1.95 0.05 0.09 0.00 0.17
FBCV 1ST Bancorp IN 04/07/87 257,960 -0.22 -2.75 2.40 2.85 0.33 0.44 0.18 0.35
FFED Fidelity Federal Bancorp IN 08/31/87 261,834 0.40 7.62 2.39 3.24 0.22 0.17 0.03 0.71
WVFC WVS Financial Corporation PA 11/29/93 265,820 1.42 9.93 4.00 1.82 0.12 0.36 0.01 0.74
PFDC Peoples Bancorp IN 07/07/87 280,012 1.50 9.77 3.79 1.59 0.23 0.40 0.04 0.32
GFCO Glenway Financial Corp. OH 11/30/90 283,727 0.60 6.26 3.07 2.22 0.22 0.41 0.06 0.21
CVAL Chester Valley Bancorp Inc. PA 03/27/87 284,386 0.89 9.72 3.76 2.66 0.37 0.76 0.04 0.97
WFCO Winton Financial Corp. OH 08/04/88 292,241 0.72 9.30 3.22 2.08 0.13 0.51 0.19 0.29
FKFS First Keystone Financial PA 01/26/95 294,241 0.68 8.33 3.34 2.51 0.37 2.28 0.53 0.89
WCBI Westco Bancorp IL 06/26/92 307,772 1.33 8.54 3.61 1.72 0.24 0.53 0.00 0.29
HARL Harleysville Savings Bank PA 08/04/87 315,495 0.88 12.97 2.87 1.51 0.11 0.09 0.00 0.56
FMBD First Mutual Bancorp, Inc. IL 07/05/95 316,381 0.71 2.94 3.65 2.67 0.27 0.14 0.02 0.39
FSBI Fidelity Bancorp, Inc. PA 06/24/88 317,874 0.76 10.42 3.15 2.22 0.26 0.53 0.23 0.48
INBI Industrial Bancorp OH 08/01/95 320,372 1.35 6.15 4.38 2.05 0.14 0.46 0.00 0.47
HBFW Home Bancorp IN 03/30/95 322,702 0.86 5.30 2.96 1.52 0.07 0.07 0.00 0.43
HMCI HomeCorp, Inc. IL 06/22/90 340,449 0.33 5.34 2.99 2.63 0.52 3.64 2.86 0.43
FOBC Fed One Bancorp WV 01/19/95 341,528 1.00 8.10 3.63 2.13 0.18 0.27 0.02 0.41
PVFC PVF Capital Corp. OH 12/30/92 345,279 1.21 18.25 4.09 2.50 0.37 0.68 0.00 0.73
WOFC Western Ohio Financial Corp. OH 07/29/94 347,704 0.49 2.47 3.31 2.36 0.08 NA NA 0.41
<FN>
- ---------------
(1) Asset quality ratios reflect balance sheet totals at the end of the most
recent quarter.
(2) Based on average interest-earning assets.
(3) Net of non-recurring expense.
(4) For the twelve months ended October 31, 1996.
</FN>
</TABLE>
131
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 39
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
FINAL COMPARABLE GROUP
BALANCE SHEET RATIOS
<TABLE>
<CAPTION>
Total
Cash & 1-4 Fam. Total Net Net Loans Borrowed
Total Invest./ MBS/ Loans/ Loans/ & MBS/ Funds/ Equity/
Assets Assets Assets Assets Assets Assets Assets Assets
IPO Date ($000) (%) (%) (%) (%) (%) (%) (%)
-------- -------- ------- ------ ------- --------- --------- ------- --------
PEOPLES FEDERAL -- 89,963 4.40 0.00 76.66 93.06 93.06 0.00 10.21
-------------------------------------------------------------------------------------------------------------------------------
DEFINED PARAMETERS FOR Prior to 3.00 - 50.00 - 60.00 - 70.00 - 8.00 -
INCLUSION IN COMPARABLE GROUP 09/30/95 <$350,000 25.00 <20.00 85.00 95.00 97.00 <25.00 20.00
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SFFC StateFed Financial Corporation IA 01/05/94 81,059 13.14 0.00 51.37 81.80 81.80 23.44 17.99
GFSB GFS Bancorp, Inc. IA 01/06/94 85,206 7.20 3.85 57.85 87.53 91.38 22.66 11.57
CIBI Community Investors Bancorp OH 02/07/95 94,799 22.89 2.30 54.85 73.37 75.67 13.05 11.94
FFWC FFW Corp. IN 04/05/93 154,551 18.80 12.01 52.56 66.94 78.95 24.46 10.01
MFFC Milton Federal Financial Corp. OH 10/07/94 180,831 23.41 9.51 56.53 64.56 74.07 9.67 18.51
OHSL OHSL Financial Corp. OH 02/10/93 217,627 19.82 6.55 57.73 71.52 78.06 9.33 11.56
FFHS First Franklin Corporation OH 01/26/88 218,329 11.02 18.62 53.72 68.05 86.67 3.28 9.05
MFBC MFB Corp. IN 03/25/94 225,809 20.48 10.66 59.79 67.34 78.00 10.85 16.63
GFCO Glenway Financial Corp. OH 11/30/90 283,727 7.65 10.31 64.42 79.88 90.19 8.45 9.28
FMBD First Mutual Bancorp, Inc. IL 07/05/95 316,381 12.16 0.00 60.32 84.54 84.54 14.10 19.93
AVERAGE 185,832 15.66 7.38 56.91 74.55 81.93 13.93 13.65
MEDIAN 199,229 15.97 8.03 57.13 72.44 80.37 11.95 11.75
HIGH 316,381 23.41 18.62 64.42 87.53 91.38 24.46 19.93
LOW 81,059 7.20 0.00 51.37 64.56 74.07 3.28 9.05
</TABLE>
133
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 40
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
FINAL COMPARABLE GROUP
OPERATING PERFORMANCE AND ASSET QUALITY RATIOS
Most Recent Four Quarters
<TABLE>
<CAPTION>
OPERATING PERFORMANCE ASSET QUALITY (1)
------------------------------------------------ -----------------------
Net Operating Noninterest
Total Core Core Interest Expenses/ Income/ NPA/ REO/ Reserves/
Assets ROAA ROAE Margin(2) Assets(3) Assets Assets Assets Assets
IPO Date ($000) (%) (%) (%) (%) (%) (%) (%) (%)
-------- ------ ----- ----- ---------- --------- ---------- ------ ------ ------
PEOPLES FEDERAL -- 89,963 0.95 9.29 3.34 1.79 0.07 1.28 0.00 0.36
-------------------------------------------------------------------------------------------------------------------------------
DEFINED PARAMETERS FOR Prior to 0.60- 2.00- 2.75- 1.35-
INCLUSION IN COMPARABLE GROUP 09/30/95 <350,000 1.35 15.00 4.00 2.75 <0.40 <0.20 <0.20 >0.15
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SFFC StateFed Financial Corporation IA 01/05/94 81,059 1.25 6.35 3.74 1.67 0.07 1.27 0.00 0.30
GFSB GFS Bancorp, Inc. IA 01/06/94 85,206 1.12 9.36 3.39 1.73 0.13 1.63 0.00 0.81
CIBI Community Investors Bancorp OH 02/07/95 94,799 0.98 7.23 3.76 2.11 0.12 0.88 0.11 0.47
FFWC FFW Corp. IN 04/05/93 154,551 1.07 10.00 3.11 1.75 0.32 0.16 0.03 0.32
MFFC Milton Federal Financial Corp. OH 10/07/94 180,831 0.86 4.22 3.51 2.15 0.13 0.34 0.02 0.27
OHSL OHSL Financial Corp. OH 02/10/93 217,627 0.85 6.85 3.33 2.10 0.13 0.22 0.00 0.24
FFHS First Franklin Corporation OH 01/26/88 218,329 0.61 6.47 2.76 1.92 0.18 0.52 0.11 0.42
MFBC MFB Corp. IN 03/25/94 225,809 0.78 4.20 3.12 1.94 0.15 0.09 0.00 0.15
GFCO Glenway Financial Corp. OH 11/30/90 283,727 0.60 6.26 3.07 2.22 0.22 0.41 0.06 0.21
FMBD First Mutual Bancorp, Inc. IL 07/05/95 316,381 0.71 2.94 3.65 2.67 0.27 0.14 0.02 0.39
AVERAGE 185,832 0.88 6.39 3.34 2.03 0.17 0.57 0.04 0.36
MEDIAN 199,229 0.86 6.41 3.36 2.02 0.14 0.38 0.02 0.31
HIGH 316,381 1.25 10.00 3.76 2.67 0.32 1.63 0.11 0.81
LOW 81,059 0.60 2.94 2.76 1.67 0.07 0.09 0.00 0.15
<FN>
- -------------
(1) Asset quality ratios reflect balance sheet totals at the end of the most
recent quarter.
(2) Based on average interest-earning assets.
(3) Net of non-recurring expense.
(4) For the twelve months ended October 31, 1996.
</FN>
</TABLE>
134
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 41
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
COMPARABLE GROUP CHARACTERISTICS AND BALANCE SHEET TOTALS
<TABLE>
<CAPTION>
Most Recent Quarter
----------------------------------------------------
Conver- Int. Total Goodwill
Number sion Total Earning Net and Total Total
of (IPO) Assets Assets Loans Intang. Deposits Equity
Offices Exchange Date ($000) ($000) ($000) ($000) ($000) ($000)
------- -------- ------ ------ ------- ----- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL * Sidney OH 1 NA NA 89,963 87,690 83,721 0 79,879 9,188
COMPARABLE GROUP
CIBI Community Investors Bancorp, Inc. Bucyrus OH 3 NASDA 02/07/95 94,799 92,026 69,554 0 70,168 11,319
FFWC FFW Corporation Wabash IN 3 NASDA 04/05/93 154,551 148,638 103,455 0 99,665 15,474
FFHS First Franklin Corporation Cincinnati OH 7 NASDA 01/26/88 218,329 213,951 148,569 167 189,269 19,766
FMBD First Mutual Bancorp, Inc. Decatur IL 11 NASDA 07/05/95 316,381 300,294 267,475 0 204,082 63,066
GFSB GFS Bancorp, Inc. Grinnell IA 1 NASDA 01/06/94 85,206 83,300 74,583 0 54,890 9,855
GFCO Glenway Financial Corp. Cincinnati OH 6 NASDA 11/30/90 283,727 270,506 226,628 524 227,910 26,340
MFBC MFB Corp. Mishawaka IN 4 NASDA 03/25/94 225,809 214,871 152,052 0 158,964 37,558
MFFC Milton Federal Financial Corporation West Milton OH 2 NASDA 10/07/94 180,831 174,939 116,749 0 128,554 33,479
OHSL OHSL Financial Corp. Cincinnati OH 5 NASDA 02/10/93 217,627 211,726 155,643 0 169,221 25,167
SFFC StateFed Financial Corporation Des Moines IA 2 NASDA 01/05/94 81,059 74,883 66,304 0 46,417 14,583
Average 4.4 185,832 178,513 138,101 69 134,914 25,661
Median 3.5 199,229 193,333 132,659 0 143,759 22,467
High 11.0 316,381 300,294 267,475 524 227,910 63,066
Low 1.0 81,059 74,883 66,304 0 46,417 9,855
<FN>
- ------------
* At October 31, 1996.
</FN>
</TABLE>
135
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 42
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
COMPARABLE GROUP MARKET AREA COMPARISON
<TABLE>
<CAPTION>
1990 1990 1990 1990
1990-1996 1990 Median Median 1990 High 1990 Below
Population Per Capita Household Housing Median School College Poverty
1996 Growth Income Income Value Rent Graduates Graduates Level
Population (%) ($) ($) ($) ($) (%) (%) (%)
---------- ---------- ---------- --------- ------- ------ --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL OH 47,482 5.7 13,151 30,929 59,900 369 73.1 16.6 11.8
COMPARABLE GROUP
CIBI Community Investors Bancorp OH 47,870 0.2 16,237 32,915 56,087 309 73.8 16.8 14.1
FFWC FFW Corp. IN 34,831 0.3 13,428 30,573 43,401 304 75.4 12.7 10.2
FFHS First Franklin Corporation OH 866,222 1.2 18,004 34,401 72,243 304 75.6 23.7 13.3
FMBD First Mutual Bancorp, Inc. IL 337,891 2.7 13,108 26,505 54,745 347 76.9 13.7 11.7
GFSB GFS Bancorp, Inc IA 132,292 0.2 13,002 28,618 41,532 236 79.0 15.0 9.5
GFCO Glenway Financial Corp. OH 866,222 1.2 18,004 34,401 72,243 304 75.6 23.7 13.3
MFBC MFB Corp. IN 257,533 0.8 16,003 34,165 50,751 325 76.1 19.2 9.7
MFFC Milton Federal Financial Corp. OH 677,496 1.5 17,691 33,144 67,088 317 74.9 20.7 13.8
OHSL OHSL Financial Corp OH 866,222 1.2 18,004 34,401 72,243 304 75.6 23.7 13.3
SFFC StateFed Financial Corporation IA 350,024 1.3 16,864 33,804 59,700 369 85.4 23.9 9.2
Average 443,660 1.1 16,035 32,293 59,003 312 76.8 19.3 11.8
Median 343,958 1.2 16,551 33,474 57,894 307 75.6 20.0 12.5
High 866,222 2.7 18,004 34,401 72,243 369 85.4 23.9 14.1
Low 34,831 0.2 13,002 26,505 41,532 236 73.8 12.7 9.2
</TABLE>
136
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 43
BALANCE SHEET
ASSET COMPOSITION - MOST RECENT QUARTER
<TABLE>
<CAPTION>
As a Percent of Total Assets
-------------------------------------------------------------------
Real
Total Cash & Net Loan Loss Estate Goodwill Other
Assets Invest. MBS Loans Reserves Owned & Intang. Assets
($000) (%) (%) (%) (%) (%) (%) (%)
------ ------ --- ----- --------- ------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL SAVINGS
AND LOAN ASSOCIATION * 89,963 4.40 0.00 93.06 0.36 0.00 0.00 2.50
COMPARABLE GROUP
CIBI Community Investors Bancorp 94,799 22.89 2.30 73.37 0.47 0.11 0.00 1.33
FFWC FFW Corp. 154,551 18.80 12.01 66.94 0.32 0.03 0.00 2.21
FFHS First Franklin Corporation 218,329 11.02 18.62 68.05 0.42 0.11 0.08 2.11
FMBD First Mutual Bancorp, Inc. 316,381 12.16 0.00 84.54 0.39 0.02 0.00 3.25
GFSB GFS Bancorp, Inc. 85,206 7.20 3.85 87.53 0.81 0.00 0.00 1.42
GFCO Glenway Financial Corp. 283,727 7.65 10.31 79.88 0.21 0.06 0.18 3.73
MFBC MFB Corp. 225,809 20.48 10.66 67.34 0.15 0.00 0.00 1.52
MFFC Milton Federal Financial Corp. 180,831 23.41 9.51 64.56 0.27 0.02 0.00 2.51
OHSL OHSL Financial Corp. 217,627 19.82 6.55 71.52 0.24 0.00 0.00 2.09
SFFC StateFed Financial Corporation 81,059 13.14 0.00 81.80 0.30 0.00 0.00 2.97
Average 185,832 15.66 7.38 74.55 0.36 0.04 0.03 2.31
Median 199,229 15.97 8.03 72.44 0.31 0.02 0.00 2.16
High 316,381 23.41 18.62 87.53 0.81 0.11 0.18 3.73
Low 81,059 7.20 0.00 64.56 0.15 0.00 0.00 1.33
ALL THRIFTS (335)
Average 1,309,379 18.30 12.19 66.04 0.56 0.56 0.20 2.65
MIDWEST THRIFTS (157)
Average 778,247 18.27 10.07 68.37 0.47 0.47 0.16 2.58
OHIO THRIFTS (32)
Average 775,447 16.89 8.72 72.24 0.49 0.05 0.13 2.31
</TABLE>
<TABLE>
<CAPTION>
As a Percent of Total Assets
-------------------------------------------------------------
Interest Interest Capitalized
High Risk Non-Perf. Earning Bearing Loan
R.E. Loans Assets Assets Liabilities Servicing
(%) (%) (%) (%) (%)
---------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL SAVINGS
AND LOAN ASSOCIATION * 13.34 1.28 97.47 88.79 0.00
COMPARABLE GROUP
CIBI Community Investors Bancorp 8.03 0.88 97.07 85.62 0.00
FFWC FFW Corp. 6.40 0.16 96.17 87.92 0.00
FFHS First Franklin Corporation 13.58 0.52 97.99 90.27 0.02
FMBD First Mutual Bancorp, Inc. 10.57 0.14 94.92 76.14 0.03
GFSB GFS Bancorp, Inc. 27.58 1.63 97.76 86.05 0.00
GFCO Glenway Financial Corp. 13.40 0.41 95.34 88.20 0.00
MFBC MFB Corp. 2.52 0.09 95.16 78.59 0.00
MFFC Milton Federal Financial Corp. 7.22 0.34 96.74 79.91 0.00
OHSL OHSL Financial Corp. 20.39 0.22 97.29 86.04 0.01
SFFC StateFed Financial Corporation 26.54 1.27 92.38 77.81 0.00
Average 13.62 0.57 96.08 83.66 0.01
Median 11.99 0.38 96.46 85.83 0.00
High 27.58 1.63 97.99 90.27 0.03
Low 2.52 0.09 92.38 76.14 0.00
ALL THRIFTS (335)
Average 13.14 0.87 94.80 83.27 0.12
MIDWEST THRIFTS (157)
Average 12.21 0.58 94.89 82.12 0.09
OHIO THRIFTS (32)
Average 15.69 0.50 95.01 83.35 0.04
<FN>
- ----------
* At October 31, 1996
</FN>
</TABLE>
137
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 44
BALANCE SHEET COMPARISON
LIABILITIES AND EQUITY - MOST RECENT QUARTER
<TABLE>
<CAPTION>
As a Percent of Assets
-----------------------------------------------------------------
FASB 115
Total Total Total Total Other Preferred Common Unrealized
Liabilities Equity Deposits Borrowing Liabilities Equity Equity Gain (Loss)
($000) ($000) (%) (%) (%) (%) (%) (%)
---------- ------ -------- -------- ----------- -------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL SAVINGS
AND LOAN ASSOCIATION * 80,755 9,188 88.79 0.00 1.00 -- -- 0.00
COMPARABLE GROUP
CIBI Community Investors Bancorp 83,480 11,319 74.02 13.05 0.99 0.00 11.94 (0.01)
FFWC FFW Corp. 139,077 15,474 64.49 24.46 1.04 0.00 10.01 (0.01)
FFHS First Franklin Corporation 198,563 19,766 86.69 3.28 0.98 0.00 9.05 0.01
FMBD First Mutual Bancorp, Inc. 253,315 63,066 64.51 14.10 1.46 0.00 19.93 (0.01)
GFSB GFS Bancorp, Inc. 75,351 9,855 64.42 22.66 1.36 0.00 11.57 (0.01)
GFCO Glenway Financial Corp. 257,387 26,340 80.33 8.45 1.94 0.00 9.28 0.00
MFBC MFB Corp. 188,251 37,558 70.40 10.85 2.12 0.00 16.63 (0.10)
MFFC Milton Federal Financial Corp. 147,352 33,479 71.09 9.67 0.72 0.00 18.51 (0.05)
OHSL OHSL Financial Corp. 192,460 25,167 77.76 9.33 1.35 0.00 11.56 (0.08)
SFFC StateFed Financial Corporation 66,476 14,583 57.26 23.44 1.31 0.00 17.99 (0.01)
Average 160,171 25,661 71.10 13.93 1.33 0.00 13.65 (0.03)
Median 167,802 22,467 70.74 11.95 1.33 0.00 11.75 (0.01)
High 257,387 63,066 86.69 24.46 2.12 0.00 19.93 0.01
Low 66,476 9,855 57.26 3.28 0.72 0.00 9.05 (0.10)
ALL THRIFTS (335)
Average 1,211,023 98,357 71.07 14.31 1.74 0.07 12.81 (0.03)
MIDWEST THRIFTS (157)
Average 710,468 67,779 69.37 14.65 1.64 0.03 14.31 (0.03)
OHIO THRIFTS (32)
Average 709,340 66,108 72.61 12.32 1.36 0.06 13.64 0.01
</TABLE>
<TABLE>
<CAPTION>
As a Percent of Assets
-----------------------------------------------------------------
Reg. Reg. Reg.
Retained Total Tangible Core Tangible Risk-Based
Earnings Equity Equity Capital Capital Capital
(%) (%) (%) (%) (%) (%)
------- ------ -------- ------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL SAVINGS
AND LOAN ASSOCIATION * 10.21 110.21 10.21 10.21 10.21 15.87
COMPARABLE GROUP
CIBI Community Investors Bancorp 7.24 11.94 11.94 10.30 10.30 20.48
FFWC FFW Corp. 5.19 10.01 10.01 7.85 7.85 15.20
FFHS First Franklin Corporation 3.76 9.05 8.98 6.40 6.40 15.17
FMBD First Mutual Bancorp, Inc. 8.68 19.93 19.93 19.94 NA NA
GFSB GFS Bancorp, Inc. 6.97 11.57 11.57 10.05 10.05 19.15
GFCO Glenway Financial Corp. 4.58 9.28 9.12 8.10 NA NA
MFBC MFB Corp. 9.28 16.63 16.63 13.85 13.85 35.70
MFFC Milton Federal Financial Corp. 8.61 18.51 18.51 11.56 11.56 32.08
OHSL OHSL Financial Corp. 6.47 11.56 11.56 9.55 9.55 20.47
SFFC StateFed Financial Corporation 8.25 17.99 17.99 13.19 13.19 25.23
Average 6.90 13.65 13.62 11.08 10.34 22.94
Median 7.10 11.76 11.76 10.18 10.18 20.48
High 9.28 19.93 19.93 19.94 13.85 35.70
Low 3.76 9.05 8.98 6.40 6.40 15.17
ALL THRIFTS (335)
Average 6.24 12.88 12.62 10.70 10.49 23.86
MIDWEST THRIFTS (157)
Average 6.85 14.34 13.97 11.49 11.44 25.70
OHIO THRIFTS (32)
Average 6.62 13.70 13.72 11.00 11.27 22.14
<FN>
- -----------
* At October 31, 1996
</FN>
</TABLE>
138
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 45
INCOME AND EXPENSE COMPARISON
TRAILING FOUR QUARTERS
($000)
<TABLE>
<CAPTION>
Net Gain Total Goodwill Net Total
Interest Interest Interest Provision (Loss) Non-Int. & Intang. Real Est. Non-Int.
Income Expense Income for Loss on Sale Income Amtz. Expense Expense
-------- -------- -------- --------- ------- ------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL SAVINGS
AND LOAN ASSOCIATION * 6,652 3,737 2,815 81 0 62 0 0 2,003
COMPARABLE GROUP
CIBI Community Investors Bancorp 6,920 3,678 3,242 154 59 114 0 86 1,863
FFWC FFW Corp. 11,401 6,898 4,503 109 138 497 0 (12) 2,609
FFHS First Franklin Corporation 15,530 9,745 5,785 82 47 400 18 1 4,127
FMBD First Mutual Bancorp, Inc. 20,683 10,446 10,237 75 177 843 0 10 7,744
GFSB GFS Bancorp, Inc. 6,585 3,858 2,727 292 (64) 112 0 0 1,408
GFCO Glenway Financial Corp. 20,203 12,004 8,199 63 44 628 217 (6) 6,146
MFBC MFB Corp. 14,192 8,058 6,134 30 40 334 0 0 3,901
MFFC Milton Federal Financial Corp. 12,665 6,819 5,846 154 226 231 0 0 3,682
OHSL OHSL Financial Corp. 15,889 9,137 6,752 3 42 278 0 0 4,340
SFFC StateFed Financial Corporation 5,908 3,241 2,667 24 (23) 60 0 (191) 1,259
Average 12,998 7,388 5,609 99 69 350 24 (11) 3,708
Median 13,429 7,478 5,816 79 46 306 0 0 3,792
High 20,683 12,004 10,237 292 226 843 217 86 7,744
Low 5,908 3,241 2,667 3 (64) 60 0 (191) 1,259
ALL THRIFTS (335)
Average 97,523 59,618 37,905 2,878 984 6,771 691 551 26,326
MIDWEST THRIFTS (157)
Average 57,985 34,716 23,269 659 507 4,733 361 (103) 16,066
OHIO THRIFTS (32)
Average 56,986 34,649 22,336 339 185 3,386 204 (15) 13,268
</TABLE>
<TABLE>
<CAPTION>
Net Net Inc.
Non- Income Before
Recurring Before Income Extraord. Extraord. Net Core
Expense Taxes Taxes Items Items Income Income
--------- ----- ------ -------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL SAVINGS
AND LOAN ASSOCIATION * 456 794 271 523 0 523 825
COMPARABLE GROUP
CIBI Community Investors Bancorp 461 937 338 599 0 599 861
FFWC FFW Corp. 556 1,864 537 1,327 0 1,327 1,598
FFHS First Franklin Corporation 1,150 873 275 598 0 598 1,316
FMBD First Mutual Bancorp, Inc. 1,314 2,124 789 1,335 0 1,335 2,073
GFSB GFS Bancorp, Inc. 288 874 133 741 0 741 914
GFCO Glenway Financial Corp. 1,504 1,158 456 702 0 702 1,651
MFBC MFB Corp. 955 1,622 647 975 0 975 1,570
MFFC Milton Federal Financial Corp. 728 1,739 595 1,144 0 1,144 1,470
OHSL OHSL Financial Corp. 927 1,802 627 1,175 0 1,175 1,750
SFFC StateFed Financial Corporation 291 1,130 396 735 0 735 939
Average 817 1,412 479 933 0 933 1,414
Median 828 1,390 497 858 0 858 1,520
High 1,504 2,124 789 1,335 0 1,335 2,073
Low 288 873 133 598 0 598 861
ALL THRIFTS (335)
Average 6,407 10,128 2,874 7,254 (158) 7,096 10,725
MIDWEST THRIFTS (157)
Average 4,511 7,302 2,534 4,768 (311) 4,457 7,352
OHIO THRIFTS (32)
Average 7,889 4,452 1,542 2,909 0 2,909 7,891
<FN>
- -------------
* For the twelve months ended October 31, 1997.
</FN>
</TABLE>
139
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 46
INCOME AND EXPENSE COMPARISON
AS A PERCENTAGE OF AVERAGE ASSETS
TRAILING FOUR QUARTERS
<TABLE>
<CAPTION>
Net Gain Total Goodwill Net Total
Interest Interest Interest Provision (Loss) Non-Int. & Intang. Real Est. Non-Int.
Income Expense Income for Loss on Sale Income Amtz. Expense Expense
(%) (%) (%) (%) (%) (%) (%) (%) (%)
-------- -------- -------- --------- ------- ------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL SAVINGS
AND LOAN ASSOCIATION * 7.68 4.43 3.25 0.09 0.00 0.07 0.00 0.00 2.31
COMPARABLE GROUP
CIBI Community Investors Bancorp 7.84 4.17 3.67 0.17 0.07 0.13 0.00 0.10 2.11
FFWC FFW Corp. 7.65 4.63 3.02 0.07 0.09 0.33 0.00 (0.01) 1.75
FFHS First Franklin Corporation 7.21 4.53 2.69 0.04 0.02 0.19 0.01 0.00 1.92
FMBD First Mutual Bancorp, Inc. 7.13 3.60 3.53 0.03 0.06 0.29 0.00 0.00 2.67
GFSB GFS Bancorp, Inc. 8.08 4.74 3.35 0.36 (0.08) 0.14 0.00 0.00 1.73
GFCO Glenway Financial Corp. 7.29 4.33 2.96 0.02 0.02 0.23 0.08 (0.00) 2.22
MFBC MFB Corp. 7.08 4.02 3.06 0.01 0.02 0.17 0.00 0.00 1.94
MFFC Milton Federal Financial Corp. 7.40 3.98 3.42 0.09 0.13 0.13 0.00 0.00 2.15
OHSL OHSL Financial Corp. 7.68 4.42 3.26 0.00 0.02 0.13 0.00 0.00 2.10
SFFC StateFed Financial Corporation 7.85 4.31 3.55 0.03 (0.03) 0.08 0.00 (0.25) 1.67
Average 7.52 4.27 3.25 0.08 0.03 0.18 0.01 (0.02) 2.03
Median 7.53 4.32 3.31 0.04 0.02 0.15 0.00 0.00 2.02
High 8.08 4.74 3.67 0.36 0.13 0.33 0.08 0.10 2.67
Low 7.08 3.60 2.69 0.00 (0.08) 0.08 0.00 (0.25) 1.67
ALL THRIFTS (335)
Average 7.41 4.15 3.26 0.14 0.10 0.44 0.03 0.00 2.33
MIDWEST THRIFTS (157)
Average 7.41 4.18 3.23 0.09 0.10 0.40 0.02 (0.01) 2.31
OHIO THRIFTS (32)
Average 7.57 4.24 3.33 0.06 0.07 0.28 0.02 0.01 2.19
</TABLE>
<TABLE>
<CAPTION>
Net Net Inc.
Non- Income Before
Recurring Before Income Extraord. Extraord. Net Core
Expense Taxes Taxes Items Items Income Income
(%) (%) (%) (%) (%) (%) (%)
--------- ----- ------ -------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL SAVINGS
AND LOAN ASSOCIATION * 0.53 0.92 0.31 0.60 0.00 0.60 0.95
COMPARABLE GROUP
CIBI Community Investors Bancorp 0.52 1.06 0.38 0.68 0.00 0.68 0.98
FFWC FFW Corp. 0.37 1.25 0.36 0.89 0.00 0.89 1.07
FFHS First Franklin Corporation 0.53 0.41 0.13 0.28 0.00 0.28 0.61
FMBD First Mutual Bancorp, Inc. 0.45 0.73 0.27 0.46 0.00 0.46 0.71
GFSB GFS Bancorp, Inc. 0.35 1.07 0.16 0.91 0.00 0.91 1.12
GFCO Glenway Financial Corp. 0.54 0.42 0.16 0.25 0.00 0.25 0.60
MFBC MFB Corp. 0.48 0.81 0.32 0.49 0.00 0.49 0.78
MFFC Milton Federal Financial Corp. 0.43 1.02 0.35 0.67 0.00 0.67 0.86
OHSL OHSL Financial Corp. 0.45 0.87 0.30 0.57 0.00 0.57 0.85
SFFC StateFed Financial Corporation 0.39 1.50 0.53 0.98 0.00 0.98 1.25
Average 0.45 0.91 0.30 0.62 0.00 0.62 0.88
Median 0.45 0.94 0.31 0.62 0.00 0.62 0.85
High 0.54 1.50 0.53 0.98 0.00 0.98 1.25
Low 0.35 0.41 0.13 0.25 0.00 0.25 0.60
ALL THRIFTS (335)
Average 0.48 0.85 0.31 0.54 (0.00) 0.54 0.78
MIDWEST THRIFTS (157)
Average 0.50 0.85 0.33 0.52 (0.00) 0.52 0.77
OHIO THRIFTS (32)
Average 0.52 0.91 0.31 0.60 0.00 0.60 0.88
<FN>
- ----------------
* For the twelve months ended October 31, 1997.
</FN>
</TABLE>
140
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 47
YIELDS, COSTS AND EARNINGS RATIOS
TRAILING FOUR QUARTERS
<TABLE>
<CAPTION>
Yield on Cost of Net Net
Int. Earning Int. Bearing Interest Interest Core Core
Assets Liabilities Spread Margin * ROAA ROAA ROAE ROAE
(%) (%) (%) (%) (%) (%) (%) (%)
------------ ------------ -------- -------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL SAVINGS
AND LOAN ASSOCIATION ** 7.89 4.98 2.91 3.34 0.60 0.95 5.89 9.29
CIBI Community Investors Bancorp 8.02 4.86 3.16 3.76 0.68 0.98 5.03 7.23
FFWC FFW Corp. 7.88 5.31 2.57 3.11 0.89 1.07 8.31 10.00
FFHS First Franklin Corporation 7.41 5.05 2.36 2.76 0.28 0.61 2.94 6.47
FMBD First Mutual Bancorp, Inc. 7.38 4.86 2.52 3.65 0.46 0.71 1.89 2.94
GFSB GFS Bancorp, Inc. 8.19 5.45 2.74 3.39 0.91 1.12 7.59 9.36
GFCO Glenway Financial Corp. 7.56 4.90 2.66 3.07 0.25 0.60 2.66 6.26
MFBC MFB Corp. 7.21 5.07 2.14 3.12 0.49 0.78 2.61 4.20
MFFC Milton Federal Financial Corp. 7.60 5.05 2.55 3.51 0.67 0.86 3.28 4.22
OHSL OHSL Financial Corp. 7.84 5.14 2.70 3.33 0.57 0.85 4.60 6.85
SFFC StateFed Financial Corporation 8.28 5.44 2.84 3.74 0.98 1.25 4.97 6.35
Average 7.74 5.11 2.62 3.34 0.62 0.88 4.39 6.39
Median 7.72 5.06 2.62 3.36 0.62 0.86 3.94 6.41
High 8.28 5.45 3.16 3.76 0.98 1.25 8.31 10.00
Low 7.21 4.86 2.14 2.76 0.25 0.60 1.89 2.94
ALL THRIFTS (335)
Average 7.71 4.88 2.83 3.39 0.54 0.78 4.99 7.18
MIDWEST THRIFTS (157)
Average 7.69 4.97 2.72 3.36 0.52 0.77 4.88 6.80
OHIO THRIFTS (32)
Average 7.81 4.97 2.85 3.43 0.60 0.88 5.27 7.89
<FN>
- -----------
* Based on average interest-earning assets.
** For the twelve months ended October 31, 1997.
</FN>
</TABLE>
141
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 48
DIVIDENDS, RESERVES AND SUPPLEMENTAL DATA
<TABLE>
<CAPTION>
DIVIDENDS RESERVES AND SUPPLEMENTAL DATA - MOST RECENT PERIOD
------------------------------------- ---------------------------------------------------
12 Month 12 Month Net
12 Month Common Current Dividend Reserves/ Reserves/ Chargeoffs/ Provisions/
Preferred Div./ Dividend Payout Gross Non-Perf. Average Net
Dividend Share Yield Ratio Loans Assets Loans Chargeoffs
($000) ($) (%) (%) (%) (%) (%) (%)
--------- ------- -------- -------- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL SAVINGS
AND LOAN ASSOCIATION NA NA NA NA 0.37 28.27 0.00 NM
COMPARABLE GROUP
CIBI Community Investors Bancorp 0 0.28 2.42 25.00 0.64 53.98 0.33 80.70
FFWC FFW Corp. 0 0.57 2.73 30.00 0.48 205.83 0.31 25.00
FFHS First Franklin Corporation 0 0.31 2.00 62.50 0.62 81.80 0.08 106.90
FMBD First Mutual Bancorp, Inc. 0 0.30 2.12 93.55 0.46 275.66 0.05 78.13
GFSB GFS Bancorp, Inc. 0 0.38 1.97 24.31 0.92 49.75 0.00 NM
GFCO Glenway Financial Corp. 0 0.66 3.49 99.63 0.27 52.03 0.06 54.55
MFBC MFB Corp. 0 0.14 1.93 12.50 0.22 171.72 0.00 NM
MFFC Milton Federal Financial Corp. 0 2.99 3.93 291.84 0.42 79.06 0.00 NM
OHSL OHSL Financial Corp. 0 0.76 3.58 79.57 0.33 107.97 0.01 -100.00
SFFC StateFed Financial Corporation 0 0.40 2.39 43.48 0.37 23.88 0.00 NM
Average 0 0.68 2.65 76.24 0.47 110.17 0.08 40.88
Median 0 0.39 2.41 52.99 0.44 80.43 0.03 66.34
High 0 2.99 3.93 291.84 0.92 275.66 0.33 106.90
Low 0 0.14 1.93 12.50 0.22 23.88 0.00 -100.00
ALL THRIFTS (335)
Average 275 0.38 1.34 43.25 0.64 93.97 0.10 115.67
MIDWEST THRIFTS (157)
Average 44 0.53 1.77 78.20 0.68 149.55 0.06 226.32
OHIO THRIFTS (32)
Average 64 0.82 2.12 170.06 0.70 145.21 0.04 149.56
</TABLE>
<TABLE>
<CAPTION>
1 Year Total
Repricing Effective Assets/
Gap Tax Rate Employee
(%) (%) ($000)
--------- --------- --------
<S> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL SAVINGS
AND LOAN ASSOCIATION NA 34.13 5,623
COMPARABLE GROUP
CIBI Community Investors Bancorp NA NM NA
FFWC FFW Corp. NA -64.58 3,963
FFHS First Franklin Corporation NA NM 4,549
FMBD First Mutual Bancorp, Inc. -18.65 NM 2,593
GFSB GFS Bancorp, Inc. NA 60.87 5,325
GFCO Glenway Financial Corp. NA NM NA
MFBC MFB Corp. NA NM 3,962
MFFC Milton Federal Financial Corp. NA NM 3,931
OHSL OHSL Financial Corp. NA NM 3,510
SFFC StateFed Financial Corporation NA 34.95 NA
Average -18.65 10.41 3,976
Median -18.65 34.95 3,962
High -18.65 60.87 5,325
Low -18.65 -64.58 2,593
ALL THRIFTS (335)
Average -2.26 12.72 4,140
MIDWEST THRIFTS (157)
Average -5.02 26.00 3,991
OHIO THRIFTS (32)
Average -4.42 41.90 4,042
</TABLE>
142
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 49
VALUATION ANALYSIS AND CONCLUSIONS
Peoples Sidney Financial Corporation/Peoples Federal S & L Assn.
Stock Prices as of January 10, 1997
<TABLE>
<CAPTION>
Valuation assumptions: Comparable Group All Thrifts
--------------------- ---------------------
Symbol Value Average Median Average Median
------ ----- ------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
Post conv. price to earnings P/E 17.02 26.20 25.97 29.30 21.48
Post conv. price to book value P/B 63.51% 94.96% 95.17% 120.88% 108.87%
Post conv. price to assets P/A 12.26% 12.90% 11.96% 14.46% 12.74%
Post conv. price to core earnings P/E 12.06 16.73 14.52 18.10 15.49
Pre conversion earnings ($) Y $ 523,000 For the twelve months ended October 31, 1996.
Pre conversion book value ($) B $ 9,188,000 At October 31, 1996.
Pre conversion assets ($) A $89,963,000 At October 31, 1996.
Pre conversion core earnings ($) $ 825,000 For the twelve months ended October 31, 1996.
Conversion expense ($) X $ 504,000
Proceeds not reinvested ($) Z $ 826,000 ESOP and fixed assets.
ESOP borrowings ($) E $ 1,000,000
ESOP cost of borrowings, net (%) S 6.11%
ESOP term of borrowings (yrs.) T 10
RRP amount ($) M $ 500,000
RRP expense ($) N $ 100,000
Tax rate (%) TAX 34.00%
Investment rate of return, net (%) R 3.62%
Investment rate of return, pretax (%) 5.49%
</TABLE>
Formulae to indicate value after conversion:
1. P/E method: Value = P/E(Y-R(X+Z)-ES-(1-TAX)E/T-(1-TAX)N)) = $12,501,011
-------------------------------------
1-(P/E)R
2. P/B method: Value = P/B(B-X-E-M) = $12,503,490
------------
1-P/B
3. P/A method: Value = P/A(A-X) = $12,498,774
--------
1-P/A
VALUATION CORRELATION AND CONCLUSIONS:
Number of Price TOTAL
Shares Per Share VALUE
--------- --------- -----
Appraised value - midrange 1,250,000 $10.00 $12,500,000
Minimum - 85% of midrange 1,062,500 $10.00 $10,625,000
Maximum - 115% of midrange 1,437,500 $10.00 $14,375,000
Superrange - 115% of maximum 1,653,125 $10.00 $16,531,250
143
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 50
COMPARABLE GROUP MARKET, PRICING AND FINANCIAL RATIOS
Stock Prices as of January 10, 1997
<TABLE>
<CAPTION>
Market Data Pricing Ratios
----------------------------- -------------------------------------------
Book Price/ Price/ Price/
Market Price/ 12 Mo. Value/ Price/ Book Price/ Tang. Core
Value Share EPS Share Earnings Value Assets Bk. Val. Earnings
($M) ($) ($) ($) (X) (%) (%) (%) (%)
------ ------ ------ ------ -------- ----- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PEOPLES FEDERAL SAVINGS & LOAN ASSN.
Appraised value - midpoint 12.50 10.00 0.59 15.75 17.02 63.51 12.26 63.50 12.06
Minimum of range 10.63 10.00 0.66 17.00 15.18 58.83 10.61 58.83 10.61
Maximum of range 14.38 10.00 0.52 14.82 19.35 67.46 13.85 67.46 13.76
Superrange maximum 16.53 10.00 0.45 14.02 22.05 71.33 15.61 71.33 15.72
ALL THRIFTS (335)
Average 143.27 18.90 0.83 15.94 29.30 120.88 14.46 124.51 18.10
Median 38.89 16.75 0.79 15.31 21.48 108.87 12.74 109.71 15.49
OHIO THRIFTS (32)
Average 107.96 17.87 0.76 15.53 29.97 120.01 14.79 123.86 16.83
Median 29.05 15.88 0.70 15.09 23.52 100.79 13.48 100.79 15.04
COMPARABLE GROUP (10)
Average 24.01 17.83 0.84 18.78 26.20 94.96 12.90 95.21 16.73
Median 20.49 16.69 0.77 18.75 25.97 95.17 11.96 95.55 14.52
COMPARABLE GROUP
CIBI Community Investors Bancorp 10.99 16.50 0.88 16.99 18.75 97.12 11.60 97.12 12.50
FFWC FFW Corp. 15.45 22.00 1.80 22.04 12.22 99.82 9.99 99.82 10.09
FFHS First Franklin Corporation 18.53 16.00 0.48 17.06 33.33 93.79 8.49 94.56 14.95
FMBD First Mutual Bancorp, Inc. 58.15 15.13 0.31 16.40 48.79 92.23 18.38 92.23 31.51
GFSB GFS Bancorp, Inc. 10.21 20.31 1.44 19.61 14.11 103.58 11.98 103.58 11.35
GFCO Glenway Financial Corp. 22.45 19.50 0.65 22.88 30.00 85.23 7.91 86.98 13.18
MFBC MFB Corp. 32.82 16.63 0.48 19.03 34.64 87.36 14.53 87.36 21.59
MFFC Milton Federal Financial Corp. 32.33 14.25 0.49 14.76 29.08 96.54 17.88 96.54 22.62
OHSL OHSL Financial Corp. 25.99 21.25 0.93 20.58 22.85 103.26 11.94 103.26 15.40
SFFC StateFed Financial Corporation 13.22 16.75 0.92 18.47 18.21 90.69 16.31 90.69 14.08
</TABLE>
<TABLE>
<CAPTION>
Dividends Financial Ratios
----------------------- ---------------------
Div./ Dividend Payout Equity/ Core Core
Share Yield Ratio Assets ROAA ROAE
($) (%) (%) (%) (%) (%)
----- -------- ------ ------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
PEOPLES FEDERAL SAVINGS & LOAN ASSN.
Appraised value - midpoint 0.00 0.00 0.00 19.31 0.72 3.73
Minimum of range 0.00 0.00 0.00 18.04 0.70 3.87
Maximum of range 0.00 0.00 0.00 20.53 0.72 3.49
Superrange maximum 0.00 0.00 0.00 21.88 0.71 3.24
ALL THRIFTS (335)
Average 0.50 1.78 62.35 12.88 0.78 7.18
Median 0.32 1.88 36.29 10.19 0.86 7.03
OHIO THRIFTS (32)
Average 0.82 2.12 170.06 13.70 0.88 7.89
Median 0.43 2.23 69.17 12.02 0.89 6.85
COMPARABLE GROUP (10)
Average 0.68 2.65 76.24 13.65 0.88 6.39
Median 0.39 2.41 52.99 11.76 0.86 6.41
COMPARABLE GROUP
CIBI Community Investors Bancorp 0.28 2.42 25.00 11.94 0.98 7.23
FFWC FFW Corp. 0.57 2.73 30.00 10.01 1.07 10.00
FFHS First Franklin Corporation 0.31 2.00 62.50 9.05 0.61 6.47
FMBD First Mutual Bancorp, Inc. 0.30 2.12 93.55 19.93 0.71 2.94
GFSB GFS Bancorp, Inc. 0.38 1.97 24.31 11.57 1.12 9.36
GFCO Glenway Financial Corp. 0.66 3.49 99.63 9.28 0.60 6.26
MFBC MFB Corp. 0.14 1.93 12.50 16.63 0.78 4.20
MFFC Milton Federal Financial Corp. 2.99 3.93 291.84 18.51 0.86 4.22
OHSL OHSL Financial Corp. 0.76 3.58 79.57 11.56 0.85 6.85
SFFC StateFed Financial Corporation 0.40 2.39 43.48 17.99 1.25 6.35
</TABLE>
144
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 51
PROJECTED EFFECT OF CONVERSION PROCEEDS
Peoples Sidney Financial Corporation/Peoples Federal S & L Assn.
At the MINIMUM of the Range
1. Gross Conversion Proceeds
Minimum market value $10,625,000
Less: Estimated conversion expenses 478,000
Net conversion proceeds $10,147,000
2. Generation of Additional Income
Net conversion proceeds $10,147,000
Less: Proceeds not invested (1) 740,000
Total conversion proceeds invested $ 9,407,000
Investment rate 3.62%
Earnings increase - return on proceeds invested $ 340,853
Less: Estimated cost of ESOP borrowings 51,935
Less: Amortization of ESOP borrowings, net of taxes 56,100
Less: RRP expense, net of taxes 56,100
Net earnings increase $ 176,718
3. Comparative Earnings
Regular Core
------- -------
Before conversion - 12 months ended 10/31/96 $523,000 825,000
Net earnings increase 176,718 176,718
After conversion $699,718 1,001,718
4. Comparative Net Worth (2)
Before conversion - 10/31/96 $9,188,000
Conversion proceeds 8,872,000
After conversion $8,060,000
5. Comparative Net Assets
Before conversion - 10/31/96 $89,963,000
Conversion proceeds 10,147,000
After conversion $100,110,000
(1) Represents ESOP borrowings and fixed assets.
(2) ESOP borrowings and RRP are omitted from net worth.
145
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 52
PROJECTED EFFECT OF CONVERSION PROCEEDS
Peoples Sidney Financial Corporation/Peoples Federal S & L Assn.
At the MIDPOINT of the Range
1. Gross Conversion Proceeds
Midpoint market value $12,500,000
Less: Estimated conversion expenses 504,000
Net conversion proceeds $11,996,000
2. Generation of Additional Income
Net conversion proceeds $11,996,000
Less: Proceeds not invested (1) 826,000
Total conversion proceeds invested $11,170,000
Investment rate of return 3.62%
Earnings increase - return on proceeds invested $ 404,734
Less: Estimated cost of ESOP borrowings 61,100
Less: Amortization of ESOP borrowings, net of taxes 66,000
Less: RRP expense, net of taxes 66,000
Net earnings increase $ 211,634
3. Comparative Earnings
Regular Core
------- -----
Before conversion - 12 months ended 10/31/96 $523,000 825,000
Net earnings increase 211,634 211,634
After conversion $734,634 1,036,634
4. Comparative Net Worth (2)
Before conversion - 10/31/96 $ 9,188,000
Conversion proceeds 10,496,000
After conversion $19,684,000
5. Comparative Net Assets
Before conversion - 10/31/96 $89,963,000
Conversion proceeds 11,996,000
After conversion $101,959,000
(1) Represents ESOP borrowings and fixed assets.
(2) ESOP borrowings and RRP are omitted from net worth.
146
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 53
PROJECTED EFFECT OF CONVERSION PROCEEDS
Peoples Sidney Financial Corporation/Peoples Federal S & L Assn.
At the MAXIMUM of the Range
1. Gross Conversion Proceeds
Maximum market value $14,375,000
Less: Estimated conversion expenses 530,000
Net conversion proceeds $13,845,000
2. Generation of Additional Income
Net conversion proceeds $13,845,000
Less: Proceeds not invested (1) 1,652,000
Total conversion proceeds invested $12,193,000
Investment rate 3.62%
Earnings increase - return on proceeds invested $ 441,801
Less: Estimated cost of ESOP borrowings 70,265
Less: Amortization of ESOP borrowings, net of taxes 75,900
Less: RRP expense, net of taxes 75,900
Net earnings increase $ 219,736
3. Comparative Earnings
Regular Core
------- -----
Before conversion - 12 months ended 10/31/96 $523,000 825,000
Net earnings increase 219,736 219,736
After conversion $742,736 1,044,736
4. Comparative Net Worth (2)
Before conversion - 10/31/96 $ 9,188,000
Conversion proceeds 12,120,000
After conversion $21,308,000
5. Comparative Net Assets
Before conversion - 10/31/96 $ 89,963,000
Conversion proceeds 13,845,000
After conversion $103,808,000
(1) Represents ESOP borrowings and fixed assets.
(2) ESOP borrowings and RRP are omitted from net worth.
147
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 54
PROJECTED EFFECT OF CONVERSION PROCEEDS
Peoples Sidney Financial Corporation/Peoples Federal S & L Assn.
At the SUPERRANGE Maximum
1. Gross Conversion Proceeds
Superrange market value $16,531,250
Less: Estimated conversion expenses 560,000
Net conversion proceeds $15,971,250
2. Generation of Additional Income
Net conversion proceeds $15,971,250
Less: Proceeds not invested (1) 2,664,000
Total conversion proceeds invested $13,307,250
Investment rate 3.62%
Earnings increase - return on proceeds invested $ 482,175
Less: Estimated cost of ESOP borrowings 80,805
Less: Amortization of ESOP borrowings, net of taxes 87,285
Less: RRP expense, net of taxes 87,285
Net earnings increase $ 226,800
3. Comparative Earnings
Regular Core
------- ------
Before conversion - 12 months ended 10/31/96 $523,000 825,000
Net earnings increase 226,800 226,800
After conversion $749,800 1,051,800
4. Comparative Net Worth (2)
Before conversion - 10/31/96 $ 9,188,000
Conversion proceeds 13,987,500
After conversion $23,175,500
5. Comparative Net Assets
Before conversion - 10/31/96 $ 89,963,000
Conversion proceeds 15,971,250
After conversion $105,934,250
(1) Represents ESOP borrowings and fixed assets.
(2) ESOP borrowings and RRP are omitted from net worth.
148
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 55
SUMMARY OF VALUATION PREMIUM OR DISCOUNT
Premium or (discount)
from comparable group
----------------------
Peoples Federal Average Median
--------------- ------- ------
Midpoint:
Price/earnings 17.02x (35.05)% (34.47)%
Price/book value 63.51% * (33.12)% (33.26)%
Price/assets 12.26% (4.98)% 2.50%
Price/tangible book value 63.50% (33.30)% (33.54)%
Price/core earnings 12.06x (27.92)% (16.93)%
Minimum of range:
Price/earnings 15.18x (42.04)% (41.52)%
Price/book value 58.83% * (38.05)% (38.18)%
Price/assets 10.61% (17.73)% (11.26)%
Price/tangible book value 58.83% (38.21)% (38.43)%
Price/core earnings 10.61x (36.59)% (26.93)%
Maximum of range:
Price/earnings 19.35x (26.12)% (25.46)%
Price/book value 67.46% * (28.96)% (29.11)%
Price/assets 13.85% 7.34% 15.78%
Price/tangible book value 67.46% (29.15)% (29.40)%
Price/core earnings 13.76x (17.74)% (5.21)%
Super maximum of range:
Price/earnings 22.05x (15.84)% (15.09)%
Price/book value 71.33% * (24.88)% (25.05)%
Price/assets 15.61% 20.96% 30.48%
Price/tangible book value 71.33% (25.08)% (25.35)%
Price/core earnings 15.72x (6.04)% 8.28%
* Represents pricing ratio associated with primary valuation method.
149
<PAGE>
ALPHABETICAL
EXHIBITS
<PAGE>
EXHIBIT A
PROFILE OF THE FIRM
KELLER & COMPANY, INC. is a full service consulting firm to financial
institutions, serving clients throughout the United States from its office in
Dublin, Ohio. The firm consults primarily in the areas of regulatory and
compliance matters, financial analysis and strategic planning, stock valuations
and appraisals, mergers and acquisitions, mutual to stock conversions,
conversion/mergers and branching. Since its inception in 1985, KELLER & COMPANY
has provided a wide range of consulting services to over 100 financial
institutions including thrifts, banks, mortgage companies and holding companies.
KELLER & COMPANY is an affiliate member of the Community Bankers of America,
Community Bankers Association of Ohio, the Ohio League of Financial
Institutions, and the Tri State League of Financial Institutions.
Each of the firm's senior consultants has over eighteen years front line
experience and accomplishment in various areas of the financial institution and
real estate industries. Each consultant provides to clients distinct and diverse
areas of expertise. Specific services and projects have included financial
institution charter and deposit insurance applications, market studies,
institutional mergers and acquisitions, branch sales and acquisitions,
operations and performance analyses, business plans, strategic planning,
financial projections and modeling, stock valuations, fairness opinions,
conversion appraisals, capital plans, policy development and revision, lending,
underwriting and investment criteria, data processing and management information
systems, and incentive compensation programs.
It is the goal of KELLER & COMPANY to provide specific and ongoing services that
are pertinent and responsive to the needs of the individual client institution
within the changing industry environment, and to offer those services at
reasonable fees on a timely basis. In recent years, KELLER & COMPANY has become
one of the leading consulting firms in the nation.
155
<PAGE>
CONSULTANTS IN THE FIRM
MICHAEL R. KELLER has over twenty years experience as a consultant to the
financial institution industry. Immediately following his graduation from
college, he was employed by the Ohio Division of Financial Institutions, working
for two years in the northeastern Ohio district as an examiner of financial
institutions before pursuing graduate studies at the Ohio State University.
Mr. Keller later worked as an associate for a management consulting firm
specializing in services to financial institutions. During his eight years with
the firm, he specialized in mergers and acquisitions, branch acquisitions and
sales, branch feasibility studies, stock valuations, charter applications, and
site selection analyses. By the time of his departure, he had attained the
position of vice president, with experience in almost all facets of banking
operations.
Prior to forming Keller & Company, Mr. Keller also worked as a senior consultant
in a larger consulting firm. In that position, he broadened his activities and
experience, becoming more involved with institutional operations, business and
strategic planning, regulatory policies and procedures, conversion appraisals,
and fairness opinions. Mr. Keller established the firm in November 1985 to
better serve the needs of the financial institution industry.
Mr. Keller graduated from Wooster College with a B.A. in Economics in 1972, and
later received an M.B.A. in Finance in 1976 from the Ohio State University where
he took two courses in corporate stock valuations.
156
<PAGE>
Consultants in the Firm (cont.)
JOHN A. SHAFFER has over twenty years experience in banking, finance, real
estate lending, and development.
From 1971 to 1974, Mr. Shaffer was employed by a large real estate investment
trust as a lending officer, specializing in construction and development loans.
By 1974, having gained experience in loan underwriting, management and workout,
he joined Chemical Association of New York and was appointed Vice President for
Loan Administration of Chemical Mortgage Company in Columbus, Ohio. At Chemical,
he managed all commercial and residential loan servicing, administering a
portfolio in excess of $1 billion. His responsibilities also included the
analysis, management and workout of problem commercial loans and properties, and
the structuring, negotiation, acquisition and sale of loan servicing and
mortgage and equity securities.
Mr. Shaffer later formed an independent real estate and financial consulting
firm, serving corporate and institutional clients, and also investing in and
developing real estate. His primary activities have included the planning,
analysis, financing, implementation, and administration of real estate projects,
as well as financial projection and modeling, cost and profit analysis, loan
management, budgeting, cash flow management and project design.
Mr. Shaffer graduated from Syracuse University with a B.S. in Business
Administration, later receiving an M.B.A. in Finance and a Ph.D. in Economics
from New York University.
157
<PAGE>
EXHIBIT B
RB 20
CERTIFICATION
I hereby certify that I have not been the subject of any criminal, civil or
administrative judgments, consents, undertakings or orders, or any past
administrative proceedings (excluding routine or customary audits, inspections
and investigation) issued by any federal or state court, any department, agency,
or commission of the U.S. Government, any state or municipality, any
self-regulatory trade or professional organization, or any foreign government or
governmental entity, which involve:
(i) commission of a felony, fraud, moral turpitude, dishonesty or breach of
trust;
(ii) violation of securities or commodities laws or regulations;
(iii) violation of depository institution laws or regulations;
(iv) violation of housing authority laws or regulations;
(v) violation of the rules, regulations, codes or conduct or ethics of a
self-regulatory trade or professional organization;
(vi) adjudication of bankruptcy or insolvency or appointment of a receiver,
conservator, trustee, referee, or guardian.
I hereby certify that the statements I have made herein are true, complete and
correct to the best of my knowledge and belief.
Conversion Appraiser
1-23-97 /s/ Michael R. Keller
- ------------------------------- ------------------------------
Date Michael R. Keller
158
<PAGE>
EXHIBIT C
AFFIDAVIT OF INDEPENDENCE
STATE OF OHIO,
COUNTY OF FRANKLIN, ss:
I, Michael R. Keller, being first duly sworn hereby depose and say that:
The fee which I received directly from the applicant, Peoples Federal
Savings and Loan Association of Sidney, Sidney, Ohio in the amount of $17,000
for the performance of my appraisal was not related to the value determined in
the appraisal; that the undersigned appraiser is independent and has fully
disclosed to the Office of Thrift Supervision any relationships which may have a
material bearing upon the question of my independence; and that any indemnity
agreement with the applicant has been fully disclosed in a written statement to
the Office of Thrift Supervision.
Further, affiant sayeth naught.
/s/ Michael R. Keller
-----------------------------------
Michael R. Keller
Sworn to before me and subscribed in my presence this 23th day of January,
1997.
/s/ Lori A. Kessen
-----------------------------------
NORTARY PUBLIC
LORI A. KESSEN
NOTARY PUBLIC, STATE OF OHIO
MY COMMISSION EXPIRES AUG. 10, 2000
159
<PAGE>
APPRAISAL REPORT UPDATE
Prepared for:
Peoples-Sidney Financial Corporation
and
Peoples Federal
Savings and Loan Association
Sidney, Ohio
As Of:
March 4, 1997
Prepared By:
Michael R. Keller
President
<PAGE>
EXHIBIT 1
KELLER & COMPANY
Columbus, Ohio
614-766-1426
ACQUISITIONS AND PENDING ACQUISITIONS
COUNTY, CITY OR MARKET AREA OF PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
NONE
<PAGE>
EXHIBIT 2
KELLER & COMPANY
Columbus, Ohio
614-766-1426
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PLE Pinnacle Bank AL AMSE 22.125 22.625 4.000 8.59 26.43 17.18 219.71 0.72
SRN Southern Banc Company, Inc AL AMSE 14.250 14.250 11.375 3.64 5.56 14.39 85.54 0.70
SCBS Southern Community Bankshares AL NASDAQ 13.250 13.750 13.000 1.92 NA 14.04 63.44 NA
SZB SouthFirst Bancshares, Inc. AL AMSE 13.750 16.000 10.625 5.77 6.80 15.81 113.04 0.50
FFBH First Federal Bancshares of AR AR NASDAQ 19.125 20.375 10.000 12.50 18.60 16.17 98.88 NA
FTF Texarkana First Financial Corp AR AMSE 17.000 17.000 10.000 3.03 21.43 14.33 89.16 3.45
AHM Ahmanson & Company (H.F.) CA NYSE 41.375 44.875 2.688 8.52 31.35 19.09 488.50 0.88
AFFFZ America First Financial Fund CA NASDAQ 32.625 34.500 14.500 4.40 13.48 28.00 367.53 1.60
BPLS Bank Plus Corp. CA NASDAQ 13.250 14.000 5.000 10.42 13.98 8.82 182.53 0.00
BVFS Bay View Capital Corp. CA NASDAQ 56.375 57.250 11.250 4.40 42.27 29.97 494.45 0.61
BYFC Broadway Financial Corp. CA NASDAQ 10.375 11.000 9.000 -1.19 12.16 14.12 131.35 NA
CFHC California Financial Holding CA NASDAQ 29.125 29.125 5.909 1.30 2.19 18.96 282.09 0.44
CENF CENFED Financial Corp. CA NASDAQ 33.750 34.500 5.000 12.50 13.92 22.12 423.87 0.34
CSA Coast Savings Financial CA NYSE 46.625 47.875 1.625 11.01 33.21 22.84 468.39 0.00
DSL Downey Financial Corp. CA NYSE 23.250 23.625 1.387 13.41 24.55 15.38 204.18 0.32
FSSB First FS&LA of San Bernardino CA NASDAQ 9.500 14.500 6.875 5.56 5.56 14.34 305.62 0.00
FED FirstFed Financial Corp. CA NYSE 26.375 27.375 1.125 21.26 16.57 18.48 393.53 0.00
GLN Glendale Federal Bank, FSB CA NYSE 26.125 589.500 5.250 3.47 26.67 15.04 303.73 0.00
GDW Golden West Financial CA NYSE 68.375 74.250 3.875 0.92 6.63 40.99 657.99 0.40
GWF Great Western Financial CA NYSE 44.000 46.875 3.950 38.04 46.06 17.63 310.96 0.98
HTHR Hawthorne Financial Corp. CA NASDAQ 11.000 35.500 2.250 18.92 44.26 12.25 318.47 0.00
HEMT HF Bancorp, Inc. CA NASDAQ 13.250 14.000 8.188 8.16 20.45 12.93 161.23 0.00
HBNK Highland Federal Bank FSB CA NASDAQ 22.625 24.000 11.000 2.84 31.63 15.18 213.29 0.00
MBBC Monterey Bay Bancorp, Inc. CA NASDAQ 17.750 18.250 8.750 4.41 19.33 15.19 131.27 0.05
PFFB PFF Bancorp, Inc. CA NASDAQ 16.188 16.250 10.375 10.69 16.67 14.14 127.26 NA
PROV Provident Financial Holdings CA NASDAQ 15.880 17.188 10.125 2.45 15.49 16.81 115.35 NA
QCBC Quaker City Bancorp, Inc. CA NASDAQ 19.125 20.500 7.500 6.25 14.18 17.88 201.59 0.00
REDF RedFed Bancorp Inc. CA NASDAQ 14.000 15.438 7.750 4.67 4.67 9.86 122.31 0.00
SGVB SGV Bancorp, Inc. CA NASDAQ 13.875 13.875 7.750 19.35 26.14 12.34 146.64 0.00
WES Westcorp CA NYSE 17.750 23.875 3.703 2.16 -23.24 12.23 128.29 0.39
FFBA First Colorado Bancorp, Inc. CO NASDAQ 17.125 17.750 3.189 1.48 0.74 11.91 83.26 NA
EGFC Eagle Financial Corp. CT NASDAQ 29.500 30.750 6.198 1.72 -1.67 23.16 320.92 0.92
FFES First Federal of East Hartford CT NASDAQ 25.750 26.250 4.000 3.00 8.99 22.91 364.99 0.60
NTMG Nutmeg Federal S&LA CT NASDAQ 7.375 8.000 4.645 5.36 -4.84 7.08 131.98 0.08
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
PLE Pinnacle Bank AL AMSE 20.11 128.78 10.07 12.94
SRN Southern Banc Company, Inc AL AMSE 54.81 99.03 16.66 25.00
SCBS Southern Community Bankshares AL NASDAQ NA 94.37 20.89 NA
SZB SouthFirst Bancshares, Inc. AL AMSE NM 86.97 12.16 NM
FFBH First Federal Bancshares of AR AR NASDAQ NA 118.27 19.34 NA
FTF Texarkana First Financial Corp AR AMSE 13.28 118.63 19.07 10.76
AHM Ahmanson & Company (H.F.) CA NYSE 45.47 216.74 8.47 18.55
AFFFZ America First Financial Fund CA NASDAQ 7.28 116.52 8.88 5.96
BPLS Bank Plus Corp. CA NASDAQ NM 150.23 7.26 NM
BVFS Bay View Capital Corp. CA NASDAQ 35.68 188.10 11.40 19.24
BYFC Broadway Financial Corp. CA NASDAQ NA 73.48 7.90 NA
CFHC California Financial Holding CA NASDAQ 20.23 153.61 10.32 14.07
CENF CENFED Financial Corp. CA NASDAQ 15.55 152.58 7.96 10.45
CSA Coast Savings Financial CA NYSE 83.26 204.14 9.95 22.74
DSL Downey Financial Corp. CA NYSE 28.70 151.17 11.39 18.16
FSSB First FS&LA of San Bernardino CA NASDAQ NM 66.25 3.11 NM
FED FirstFed Financial Corp. CA NYSE 33.81 142.72 6.70 15.61
GLN Glendale Federal Bank, FSB CA NYSE 108.85 173.70 8.60 24.88
GDW Golden West Financial CA NYSE 24.08 166.81 10.39 9.03
GWF Great Western Financial CA NYSE 63.77 249.57 14.15 63.77
HTHR Hawthorne Financial Corp. CA NASDAQ 20.00 89.80 3.45 19.30
HEMT HF Bancorp, Inc. CA NASDAQ NM 102.47 8.22 44.17
HBNK Highland Federal Bank FSB CA NASDAQ 78.02 149.04 10.61 21.97
MBBC Monterey Bay Bancorp, Inc. CA NASDAQ 65.74 116.85 13.52 34.13
PFFB PFF Bancorp, Inc. CA NASDAQ NA 114.48 12.72 NA
PROV Provident Financial Holdings CA NASDAQ NA 94.47 13.77 NA
QCBC Quaker City Bancorp, Inc. CA NASDAQ 39.03 106.96 9.49 18.94
REDF RedFed Bancorp Inc. CA NASDAQ NM 141.99 11.45 NM
SGVB SGV Bancorp, Inc. CA NASDAQ 126.14 112.44 9.46 32.27
WES Westcorp CA NYSE 14.67 145.13 13.84 53.79
FFBA First Colorado Bancorp, Inc. CO NASDAQ NA 143.79 20.57 NA
EGFC Eagle Financial Corp. CT NASDAQ 10.17 127.37 9.19 16.03
FFES First Federal of East Hartford CT NASDAQ 17.05 112.40 7.05 11.10
NTMG Nutmeg Federal S&LA CT NASDAQ 28.37 104.17 5.59 22.35
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WBST Webster Financial Corporation CT NASDAQ 39.375 41.000 3.864 1.94 5.88 24.79 494.24 0.68
IFSB Independence Federal Savings DC NASDAQ 9.000 10.250 0.250 -2.70 18.03 13.02 193.66 0.22
BANC BankAtlantic Bancorp, Inc. FL NASDAQ 16.500 17.125 0.223 14.78 26.92 9.49 147.45 0.14
BKUNA BankUnited Financial Corp. FL NASDAQ 10.000 12.750 2.320 5.26 8.11 7.59 168.05 0.00
FFFG F.F.O. Financial Group, Inc. FL NASDAQ 3.750 10.000 0.563 -6.25 25.00 2.23 36.90 0.00
FFLC FFLC Bancorp, Inc. FL NASDAQ 26.625 27.500 12.750 25.29 32.30 22.00 142.12 0.38
FFPB First Palm Beach Bancorp, Inc. FL NASDAQ 29.375 29.625 14.000 25.67 16.34 21.06 298.20 0.45
OCWN Ocwen Financial Corporation FL NASDAQ 34.250 34.750 20.250 5.38 15.13 7.61 92.87 0.00
CCFH CCF Holding Company GA NASDAQ 16.250 16.250 10.750 3.17 8.33 14.34 96.64 0.45
EBSI Eagle Bancshares GA NASDAQ 16.500 19.000 1.875 1.54 11.86 12.74 146.34 0.58
FSTC First Citizens Corporation GA NASDAQ 24.750 26.750 2.955 5.32 -1.98 15.18 162.02 0.43
FGHC First Georgia Holding, Inc. GA NASDAQ 7.500 7.500 0.815 7.14 40.63 3.94 49.32 0.05
FLFC First Liberty Financial Corp. GA NASDAQ 22.000 22.000 2.667 17.33 5.39 11.47 170.07 0.36
FLAG FLAG Financial Corp. GA NASDAQ 12.750 15.000 3.200 7.37 14.61 9.89 112.38 0.32
CASH First Midwest Financial, Inc. IA NASDAQ 17.000 17.500 8.833 3.03 3.03 15.08 127.70 0.31
GFSB GFS Bancorp, Inc. IA NASDAQ 22.250 22.250 11.000 4.71 7.23 20.12 175.39 0.38
HZFS Horizon Financial Svcs Corp. IA NASDAQ 17.000 17.750 10.375 -0.73 13.80 19.02 174.00 0.32
MFCX Marshalltown Financial Corp. IA NASDAQ 14.625 16.750 8.500 -0.85 -7.14 13.87 89.21 0.00
MIFC Mid-Iowa Financial Corp. IA NASDAQ 8.500 8.500 2.474 6.25 33.33 6.59 70.70 0.08
MWBI Midwest Bancshares, Inc. IA NASDAQ 26.750 28.500 11.750 -4.46 -0.93 27.48 390.48 0.56
FFFD North Central Bancshares, Inc. IA NASDAQ 15.500 15.625 8.071 5.08 18.10 14.36 59.22 NA
PMFI Perpetual Midwest Financial IA NASDAQ 20.250 22.000 10.000 6.58 6.58 17.60 203.71 0.30
SFFC StateFed Financial Corporation IA NASDAQ 18.380 19.750 10.500 6.55 8.12 18.78 105.69 0.40
ABCL Alliance Bancorp, Inc. IL NASDAQ 30.875 31.250 9.000 8.33 14.35 21.01 247.85 0.00
AVND Avondale Financial Corp. IL NASDAQ 18.000 18.500 11.500 5.49 5.11 17.22 168.94 0.00
BFFC Big Foot Financial Corp. IL NASDAQ 13.750 14.250 12.313 2.80 NA NA NA NA
CBCI Calumet Bancorp, Inc. IL NASDAQ 36.250 36.500 10.333 8.21 11.11 34.40 214.64 0.00
CBSB Charter Financial, Inc. IL NASDAQ 15.875 16.250 6.361 5.83 27.00 13.60 89.35 0.24
CNBA Chester Bancorp, Inc. IL NASDAQ 14.750 15.250 12.625 4.42 8.26 NA NA NA
CBK Citizens First Financial Corp. IL AMSE 15.500 15.500 9.500 10.71 12.73 14.31 92.86 NA
CSBF CSB Financial Group, Inc. IL NASDAQ 10.375 10.625 8.810 -2.35 3.75 12.69 50.46 0.00
DFIN Damen Financial Corp. IL NASDAQ 14.500 14.750 11.000 10.48 17.17 14.28 62.39 0.18
EGLB Eagle BancGroup, Inc. IL NASDAQ 15.875 16.250 10.500 4.52 16.51 17.00 132.54 NA
FBCI Fidelity Bancorp, Inc. IL NASDAQ 19.688 20.875 9.500 12.50 15.81 17.67 173.73 0.24
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
WBST Webster Financial Corporation CT NASDAQ 14.11 158.83 7.97 13.62
IFSB Independence Federal Savings DC NASDAQ 34.62 69.12 4.65 23.08
BANC BankAtlantic Bancorp, Inc. FL NASDAQ 17.19 173.87 11.19 17.37
BKUNA BankUnited Financial Corp. FL NASDAQ 66.67 131.75 5.95 22.22
FFFG F.F.O. Financial Group, Inc. FL NASDAQ 46.88 168.16 10.16 17.05
FFLC FFLC Bancorp, Inc. FL NASDAQ 31.32 121.02 18.73 20.96
FFPB First Palm Beach Bancorp, Inc. FL NASDAQ NM 139.48 9.85 112.98
OCWN Ocwen Financial Corporation FL NASDAQ 18.22 450.07 36.88 22.39
CCFH CCF Holding Company GA NASDAQ 46.43 113.32 16.81 27.08
EBSI Eagle Bancshares GA NASDAQ 19.19 129.51 11.28 14.35
FSTC First Citizens Corporation GA NASDAQ 9.71 163.04 15.28 9.82
FGHC First Georgia Holding, Inc. GA NASDAQ 30.00 190.36 15.21 18.29
FLFC First Liberty Financial Corp. GA NASDAQ 18.64 191.80 12.94 16.42
FLAG FLAG Financial Corp. GA NASDAQ NM 128.92 11.35 127.50
CASH First Midwest Financial, Inc. IA NASDAQ 18.09 112.73 13.31 12.32
GFSB GFS Bancorp, Inc. IA NASDAQ 14.26 110.59 12.69 11.65
HZFS Horizon Financial Svcs Corp. IA NASDAQ 62.96 89.38 9.77 30.91
MFCX Marshalltown Financial Corp. IA NASDAQ 91.41 105.44 16.39 34.82
MIFC Mid-Iowa Financial Corp. IA NASDAQ 15.18 128.98 12.02 NA
MWBI Midwest Bancshares, Inc. IA NASDAQ 15.92 97.34 6.85 10.02
FFFD North Central Bancshares, Inc. IA NASDAQ NA 107.94 26.17 NA
PMFI Perpetual Midwest Financial IA NASDAQ 144.64 115.06 9.94 38.94
SFFC StateFed Financial Corporation IA NASDAQ 18.38 97.87 17.39 14.47
ABCL Alliance Bancorp, Inc. IL NASDAQ 27.82 146.95 12.46 19.30
AVND Avondale Financial Corp. IL NASDAQ 15.93 104.53 10.65 NM
BFFC Big Foot Financial Corp. IL NASDAQ NA NA NA NA
CBCI Calumet Bancorp, Inc. IL NASDAQ 17.68 105.38 16.89 14.27
CBSB Charter Financial, Inc. IL NASDAQ 20.89 116.73 17.77 16.20
CNBA Chester Bancorp, Inc. IL NASDAQ NA NA NA NA
CBK Citizens First Financial Corp. IL AMSE NA 108.32 16.69 NA
CSBF CSB Financial Group, Inc. IL NASDAQ 41.50 81.76 20.56 29.64
DFIN Damen Financial Corp. IL NASDAQ 30.85 101.54 23.24 22.66
EGLB Eagle BancGroup, Inc. IL NASDAQ NA 93.38 11.98 NA
FBCI Fidelity Bancorp, Inc. IL NASDAQ 25.57 111.42 11.33 17.58
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFBI First Financial Bancorp, Inc. IL NASDAQ 16.500 16.500 9.000 3.13 6.45 16.60 214.77 0.00
FMBD First Mutual Bancorp, Inc. IL NASDAQ 15.625 16.000 11.125 -0.79 6.84 16.51 88.03 0.30
FFDP FirstFed Bancshares IL NASDAQ 17.880 18.250 8.000 -0.67 5.18 16.32 176.66 0.37
GTPS Great American Bancorp IL NASDAQ 16.500 16.500 11.875 5.18 11.86 18.05 63.52 0.48
HBEI Home Bancorp of Elgin, Inc. IL NASDAQ 14.750 15.250 11.813 1.72 14.56 14.25 50.84 NA
HMCI HomeCorp, Inc. IL NASDAQ 20.000 21.250 5.000 2.56 9.59 18.48 297.51 0.00
KNK Kankakee Bancorp, Inc. IL AMSE 27.375 27.875 13.625 10.05 10.61 25.79 247.82 0.40
MAFB MAF Bancorp, Inc. IL NASDAQ 40.500 40.750 2.727 14.89 14.89 23.89 307.94 0.34
NBSI North Bancshares, Inc. IL NASDAQ 18.500 18.500 11.000 8.03 17.46 16.80 111.04 0.40
PFED Park Bancorp, Inc. IL NASDAQ 15.375 16.000 10.188 7.42 28.79 15.38 65.42 NA
PSFI PS Financial, Inc. IL NASDAQ 13.750 14.000 11.625 5.77 17.64 NA NA NA
SWBI Southwest Bancshares IL NASDAQ 19.880 20.500 7.833 4.63 8.93 15.11 144.98 0.73
SPBC St. Paul Bancorp, Inc. IL NASDAQ 26.750 26.750 3.066 11.46 19.96 17.04 191.31 0.35
STND Standard Financial, Inc. IL NASDAQ 20.375 21.250 9.125 1.88 2.84 16.58 148.72 0.32
SFSB SuburbFed Financial Corp. IL NASDAQ 22.656 22.750 6.667 2.98 11.20 20.92 322.04 0.32
WCBI Westco Bancorp IL NASDAQ 21.500 22.250 7.667 6.17 0.00 18.63 121.15 0.50
FBCV 1ST Bancorp IN NASDAQ 30.250 32.653 3.990 1.68 4.14 30.66 373.19 0.38
AMFC AMB Financial Corp. IN NASDAQ 13.875 13.875 9.750 4.47 11.00 14.40 74.32 NA
ASBI Ameriana Bancorp IN NASDAQ 16.250 16.375 2.750 3.17 3.17 13.35 120.55 0.57
ATSB AmTrust Capital Corp. IN NASDAQ 11.500 11.875 7.750 3.37 8.24 13.88 135.88 0.00
CBCO CB Bancorp, Inc. IN NASDAQ 32.750 33.000 7.125 17.49 36.46 17.21 194.92 0.00
CBIN Community Bank Shares IN NASDAQ 13.750 14.750 12.000 -3.51 10.55 12.84 118.26 0.33
FFWC FFW Corp. IN NASDAQ 25.375 25.375 12.500 12.78 20.83 22.96 225.34 0.57
FFED Fidelity Federal Bancorp IN NASDAQ 10.000 14.773 1.534 14.29 -2.44 5.06 104.53 0.83
FISB First Indiana Corporation IN NASDAQ 28.250 30.375 1.797 -5.04 8.65 16.70 180.22 0.56
HFGI Harrington Financial Group IN NASDAQ 10.500 11.000 9.750 2.44 3.70 7.31 161.93 0.00
HBFW Home Bancorp IN NASDAQ 19.750 19.750 12.500 3.95 5.33 17.15 122.58 0.15
HBBI Home Building Bancorp IN NASDAQ 21.000 21.250 10.000 13.51 16.67 19.07 142.99 0.30
HOMF Home Federal Bancorp IN NASDAQ 27.250 28.000 2.148 2.83 19.34 16.09 194.06 0.35
HWEN Home Financial Bancorp IN NASDAQ 14.875 14.875 9.875 8.18 13.33 15.53 77.15 NA
INCB Indiana Community Bank, SB IN NASDAQ 17.500 17.500 11.000 2.94 7.69 12.10 98.37 3.35
IFSL Indiana Federal Corporation IN NASDAQ 27.250 27.250 4.000 11.22 25.29 14.76 170.80 0.81
LOGN Logansport Financial Corp. IN NASDAQ 13.500 14.750 11.125 11.34 14.89 12.28 61.82 3.40
MARN Marion Capital Holdings IN NASDAQ 22.000 22.000 14.250 7.32 2.33 21.68 95.34 0.78
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
FFBI First Financial Bancorp, Inc. IL NASDAQ 75.00 99.40 7.68 23.24
FMBD First Mutual Bancorp, Inc. IL NASDAQ 55.80 94.64 17.75 33.97
FFDP FirstFed Bancshares IL NASDAQ 40.64 109.56 10.12 33.74
GTPS Great American Bancorp IL NASDAQ 78.57 91.41 25.98 43.42
HBEI Home Bancorp of Elgin, Inc. IL NASDAQ NA 103.51 29.01 NA
HMCI HomeCorp, Inc. IL NASDAQ 66.67 108.23 6.72 22.22
KNK Kankakee Bancorp, Inc. IL AMSE 23.20 106.15 11.05 17.33
MAFB MAF Bancorp, Inc. IL NASDAQ 18.16 169.53 13.15 13.37
NBSI North Bancshares, Inc. IL NASDAQ 42.05 110.12 16.66 27.61
PFED Park Bancorp, Inc. IL NASDAQ NA 99.97 23.50 NA
PSFI PS Financial, Inc. IL NASDAQ NA NA NA NA
SWBI Southwest Bancshares IL NASDAQ 21.85 131.57 13.71 15.41
SPBC St. Paul Bancorp, Inc. IL NASDAQ 24.54 156.98 13.98 16.61
STND Standard Financial, Inc. IL NASDAQ 27.17 122.89 13.70 19.98
SFSB SuburbFed Financial Corp. IL NASDAQ 28.32 108.30 7.04 15.84
WCBI Westco Bancorp IL NASDAQ 18.53 115.41 17.75 14.24
FBCV 1ST Bancorp IN NASDAQ 48.02 98.66 8.11 NM
AMFC AMB Financial Corp. IN NASDAQ NA 96.35 18.67 NA
ASBI Ameriana Bancorp IN NASDAQ 22.57 121.72 13.48 15.48
ATSB AmTrust Capital Corp. IN NASDAQ 26.14 82.85 8.46 44.23
CBCO CB Bancorp, Inc. IN NASDAQ 19.97 190.30 16.80 17.06
CBIN Community Bank Shares IN NASDAQ 20.83 107.09 11.63 13.89
FFWC FFW Corp. IN NASDAQ 13.72 110.52 11.26 11.13
FFED Fidelity Federal Bancorp IN NASDAQ 66.67 197.63 9.57 35.71
FISB First Indiana Corporation IN NASDAQ 17.77 169.16 15.68 15.78
HFGI Harrington Financial Group IN NASDAQ 19.09 143.64 6.48 14.58
HBFW Home Bancorp IN NASDAQ 32.38 115.16 16.11 19.36
HBBI Home Building Bancorp IN NASDAQ NM 110.12 14.69 NM
HOMF Home Federal Bancorp IN NASDAQ 14.89 169.36 14.04 13.04
HWEN Home Financial Bancorp IN NASDAQ NA 95.78 19.28 NA
INCB Indiana Community Bank, SB IN NASDAQ 125.00 144.63 17.79 37.23
IFSL Indiana Federal Corporation IN NASDAQ 25.71 184.62 15.95 18.17
LOGN Logansport Financial Corp. IN NASDAQ 19.57 109.93 21.84 15.52
MARN Marion Capital Holdings IN NASDAQ 21.15 101.48 23.08 16.92
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MFBC MFB Corp. IN NASDAQ 19.234 19.250 10.500 6.86 14.83 19.43 126.24 0.14
NEIB Northeast Indiana Bancorp IN NASDAQ 14.250 15.250 11.250 4.59 5.56 14.29 81.92 0.30
PFDC Peoples Bancorp IN NASDAQ 23.000 23.000 5.375 15.72 16.46 18.63 121.47 0.58
PERM Permanent Bancorp, Inc. IN NASDAQ 22.500 22.500 9.750 4.65 16.88 19.24 198.27 0.25
RIVR River Valley Bancorp IN NASDAQ 15.250 15.500 13.250 7.02 NA NA NA NA
SOBI Sobieski Bancorp, Inc. IN NASDAQ 14.000 16.000 10.000 -3.45 -5.08 17.05 89.52 0.00
FFSL First Independence Corp. KS NASDAQ 12.250 12.250 5.438 13.95 24.83 11.33 102.96 0.20
LARK Landmark Bancshares, Inc. KS NASDAQ 18.750 19.000 9.750 4.17 13.64 17.82 120.90 0.40
MCBS Mid Continent Bancshares Inc. KS NASDAQ 25.000 27.000 9.750 -4.76 9.89 19.37 176.29 0.40
CKFB CKF Bancorp, Inc. KY NASDAQ 18.750 20.750 11.375 -2.60 -5.06 17.02 64.75 0.42
CLAS Classic Bancshares, Inc. KY NASDAQ 13.750 13.875 10.375 3.77 15.79 14.48 97.06 0.13
FFKY First Federal Financial Corp. KY NASDAQ 20.000 22.000 3.063 5.26 6.67 11.95 87.77 0.48
FLKY First Lancaster Bancshares KY NASDAQ 16.000 16.250 13.125 5.79 0.00 14.28 38.44 NA
FTSB Fort Thomas Financial Corp. KY NASDAQ 11.750 17.750 11.250 -16.81 -18.97 9.97 57.89 4.25
FKKY Frankfort First Bancorp, Inc. KY NASDAQ 10.500 15.875 9.750 3.70 -6.67 9.83 37.76 4.36
GWBC Gateway Bancorp, Inc. KY NASDAQ 14.375 16.250 11.000 0.88 -0.86 15.83 61.76 0.40
GTFN Great Financial Corporation KY NASDAQ 32.125 34.750 13.875 -1.15 8.44 19.87 205.23 0.46
HFFB Harrodsburg First Fin Bancorp KY NASDAQ 15.750 19.000 12.375 -4.55 -14.86 15.31 52.73 0.55
KYF Kentucky First Bancorp, Inc. KY AMSE 11.875 15.250 10.750 3.26 5.56 10.85 63.28 3.50
SFNB Security First Network Bank KY NASDAQ 9.500 41.500 9.000 -19.15 -17.39 5.98 13.62 NA
ANA Acadiana Bancshares, Inc. LA AMSE 17.500 17.625 11.690 7.69 20.69 17.03 97.05 NA
CZF CitiSave Financial Corp LA AMSE 13.750 16.500 12.750 -2.65 3.77 12.61 78.61 2.30
ISBF ISB Financial Corporation LA NASDAQ 25.125 25.250 12.938 21.82 40.56 17.09 97.26 0.32
MERI Meritrust Federal SB LA NASDAQ 35.500 35.500 13.500 7.58 12.70 22.64 292.69 0.63
TSH Teche Holding Co. LA AMSE 15.000 16.125 11.375 -6.25 11.11 15.02 113.15 0.50
AFCB Affiliated Community Bancorp MA NASDAQ 25.125 26.375 16.060 2.55 11.05 20.05 200.46 0.51
BFD BostonFed Bancorp, Inc. MA AMSE 16.500 16.500 10.000 3.94 9.09 14.75 131.07 0.15
FAB FirstFed America Bancorp, Inc. MA AMSE 14.625 15.125 13.625 0.00 NA NA NA NA
ANBK American National Bancorp MD NASDAQ 13.000 13.250 4.639 0.97 8.33 12.93 135.04 0.03
EQSB Equitable Federal Savings Bank MD NASDAQ 32.750 33.000 11.250 6.50 23.58 23.88 477.73 0.00
FCIT First Citizens Financial Corp. MD NASDAQ 22.000 22.750 0.375 11.22 18.92 14.17 233.91 0.00
FFWM First Financial-W. Maryland MD NASDAQ 32.500 33.250 7.167 -2.26 2.36 19.44 166.45 0.48
HRBF Harbor Federal Bancorp, Inc. MD NASDAQ 17.125 18.250 9.750 -1.44 9.60 16.08 124.70 0.40
MFSL Maryland Federal Bancorp MD NASDAQ 37.500 38.250 4.329 8.30 13.64 29.48 360.81 0.63
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
MFBC MFB Corp. IN NASDAQ 33.16 98.99 15.24 21.61
NEIB Northeast Indiana Bancorp IN NASDAQ 19.26 99.72 17.40 15.83
PFDC Peoples Bancorp IN NASDAQ 17.16 123.46 18.93 12.64
PERM Permanent Bancorp, Inc. IN NASDAQ 51.14 116.94 11.35 23.44
RIVR River Valley Bancorp IN NASDAQ NA NA NA NA
SOBI Sobieski Bancorp, Inc. IN NASDAQ 70.00 82.11 15.64 29.17
FFSL First Independence Corp. KS NASDAQ 23.11 108.12 11.90 15.51
LARK Landmark Bancshares, Inc. KS NASDAQ 21.80 105.22 15.51 17.05
MCBS Mid Continent Bancshares Inc. KS NASDAQ 14.97 129.07 14.18 12.44
CKFB CKF Bancorp, Inc. KY NASDAQ 22.59 110.16 28.96 22.87
CLAS Classic Bancshares, Inc. KY NASDAQ 42.97 94.96 14.17 25.94
FFKY First Federal Financial Corp. KY NASDAQ 19.42 167.36 22.79 16.53
FLKY First Lancaster Bancshares KY NASDAQ NA 112.04 41.62 NA
FTSB Fort Thomas Financial Corp. KY NASDAQ 39.17 117.85 20.30 24.48
FKKY Frankfort First Bancorp, Inc. KY NASDAQ 37.50 106.82 27.81 26.92
GWBC Gateway Bancorp, Inc. KY NASDAQ 29.95 90.81 23.28 21.14
GTFN Great Financial Corporation KY NASDAQ 23.62 161.68 15.65 24.15
HFFB Harrodsburg First Fin Bancorp KY NASDAQ 28.64 102.87 29.87 22.18
KYF Kentucky First Bancorp, Inc. KY AMSE 20.83 109.45 18.77 16.49
SFNB Security First Network Bank KY NASDAQ NM 158.86 69.75 NM
ANA Acadiana Bancshares, Inc. LA AMSE NA 102.76 18.03 NA
CZF CitiSave Financial Corp LA AMSE 20.22 109.04 17.49 15.63
ISBF ISB Financial Corporation LA NASDAQ 33.50 147.02 25.83 24.39
MERI Meritrust Federal SB LA NASDAQ 22.76 156.80 12.13 13.98
TSH Teche Holding Co. LA AMSE 21.74 99.87 13.26 14.15
AFCB Affiliated Community Bancorp MA NASDAQ 15.32 125.31 12.53 13.22
BFD BostonFed Bancorp, Inc. MA AMSE 34.38 111.86 12.59 23.91
FAB FirstFed America Bancorp, Inc. MA AMSE NA NA NA NA
ANBK American National Bancorp MD NASDAQ 76.47 100.54 9.63 19.70
EQSB Equitable Federal Savings Bank MD NASDAQ 18.50 137.14 6.86 10.81
FCIT First Citizens Financial Corp. MD NASDAQ 22.22 155.26 9.41 15.83
FFWM First Financial-W. Maryland MD NASDAQ 21.96 167.18 19.53 16.33
HRBF Harbor Federal Bancorp, Inc. MD NASDAQ 42.81 106.50 13.73 23.46
MFSL Maryland Federal Bancorp MD NASDAQ 20.49 127.20 10.39 13.49
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WSB Washington Savings Bank, FSB MD AMSE 5.125 6.917 0.281 -4.65 3.79 4.98 60.44 0.15
WHGB WHG Bancshares Corp. MD NASDAQ 13.625 14.250 10.875 -1.80 3.31 13.90 59.17 NA
MCBN Mid-Coast Bancorp, Inc. ME NASDAQ 19.000 20.250 8.095 0.00 1.33 21.61 251.28 0.51
BWFC Bank West Financial Corp. MI NASDAQ 11.750 12.250 8.500 4.44 4.44 12.47 78.70 0.28
CFSB CFSB Bancorp, Inc. MI NASDAQ 20.380 21.818 3.169 -0.59 7.26 13.27 176.33 0.45
DNFC D & N Financial Corp. MI NASDAQ 18.125 18.875 2.500 2.11 18.85 10.20 176.45 0.00
MSBF MSB Financial, Inc. MI NASDAQ 21.000 21.750 10.750 0.00 13.51 19.60 102.69 0.48
MSBK Mutual Savings Bank, FSB MI NASDAQ 7.000 25.500 3.000 16.67 16.67 9.47 155.51 0.00
OFCP Ottawa Financial Corp. MI NASDAQ 19.750 19.750 10.250 17.04 19.70 14.55 159.73 0.33
SJSB SJS Bancorp MI NASDAQ 25.500 25.875 10.810 2.51 0.99 17.56 164.96 0.42
SFB Standard Federal Bancorp MI NYSE 57.625 58.000 4.750 0.44 2.44 29.91 489.24 0.78
THR Three Rivers Financial Corp. MI AMSE 15.125 15.250 11.375 7.08 8.04 15.04 104.87 0.32
BDJI First Federal Bancorporation MN NASDAQ 18.500 19.250 10.625 2.78 2.78 17.80 156.63 0.00
FFHH FSF Financial Corp. MN NASDAQ 17.125 17.250 7.750 5.38 20.18 15.81 112.18 0.50
HMNF HMN Financial, Inc. MN NASDAQ 23.500 23.750 9.313 26.17 29.66 18.52 125.10 0.00
MIVI Mississippi View Holding Co. MN NASDAQ 14.875 14.875 8.500 9.17 16.67 15.25 82.28 0.24
QCFB QCF Bancorp, Inc. MN NASDAQ 18.750 19.500 11.000 4.17 10.29 18.34 104.00 0.00
TCB TCF Financial Corp. MN NYSE 44.625 47.125 2.813 3.48 3.48 15.81 204.01 0.72
WEFC Wells Financial Corp. MN NASDAQ 15.000 16.000 9.000 7.14 16.50 13.57 96.88 0.00
CMRN Cameron Financial Corp MO NASDAQ 16.500 16.625 10.688 6.45 6.45 16.65 67.34 0.28
CAPS Capital Savings Bancorp, Inc. MO NASDAQ 14.000 14.750 6.125 0.00 6.67 10.54 124.58 0.20
CBES CBES Bancorp, Inc. MO NASDAQ 17.250 17.500 12.625 11.29 23.21 16.90 89.44 NA
CNSB CNS Bancorp, Inc. MO NASDAQ 17.500 17.500 11.000 12.90 22.81 14.60 59.82 NA
FBSI First Bancshares, Inc. MO NASDAQ 19.250 20.750 10.250 0.00 16.67 19.38 131.38 0.20
FTNB Fulton Bancorp, Inc. MO NASDAQ 18.375 18.500 12.500 14.84 26.72 14.36 57.85 NA
GSBC Great Southern Bancorp, Inc. MO NASDAQ 17.250 18.000 1.146 0.73 2.22 7.36 81.88 0.38
HFSA Hardin Bancorp, Inc. MO NASDAQ 14.375 14.375 11.000 3.60 15.00 14.99 101.60 0.40
JSBA Jefferson Savings Bancorp MO NASDAQ 28.375 30.750 13.250 1.34 24.73 21.59 269.82 0.24
JOAC Joachim Bancorp, Inc. MO NASDAQ 14.000 15.250 11.500 -4.27 -3.45 14.07 46.17 0.50
LXMO Lexington B&L Financial Corp. MO NASDAQ 14.375 14.750 9.500 0.88 12.75 15.03 48.74 NA
MBLF MBLA Financial Corp. MO NASDAQ 20.125 26.000 12.750 0.63 0.63 21.23 156.03 0.40
NASB North American Savings Bank MO NASDAQ 38.690 39.500 2.500 -1.43 24.81 22.60 314.15 0.59
NSLB NS&L Bancorp, Inc. MO NASDAQ 16.188 16.500 11.750 5.29 15.63 16.16 76.93 0.50
PCBC Perry County Financial Corp. MO NASDAQ 19.000 21.500 12.375 9.35 10.14 18.33 97.21 0.30
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
WSB Washington Savings Bank, FSB MD AMSE 18.98 102.91 8.48 10.68
WHGB WHG Bancshares Corp. MD NASDAQ NA 98.02 23.03 NA
MCBN Mid-Coast Bancorp, Inc. ME NASDAQ 20.43 87.92 7.56 12.67
BWFC Bank West Financial Corp. MI NASDAQ 21.36 94.23 14.93 23.50
CFSB CFSB Bancorp, Inc. MI NASDAQ 18.70 153.58 11.56 13.59
DNFC D & N Financial Corp. MI NASDAQ 16.63 177.70 10.27 12.76
MSBF MSB Financial, Inc. MI NASDAQ 16.94 107.14 20.45 13.38
MSBK Mutual Savings Bank, FSB MI NASDAQ NM 73.92 4.50 NM
OFCP Ottawa Financial Corp. MI NASDAQ 42.02 135.74 12.36 20.57
SJSB SJS Bancorp MI NASDAQ 102.00 145.22 15.46 33.55
SFB Standard Federal Bancorp MI NYSE 34.10 192.66 11.78 14.55
THR Three Rivers Financial Corp. MI AMSE 27.01 100.57 14.42 17.59
BDJI First Federal Bancorporation MN NASDAQ 39.36 103.93 11.81 18.50
FFHH FSF Financial Corp. MN NASDAQ 28.07 108.32 15.27 21.41
HMNF HMN Financial, Inc. MN NASDAQ 24.48 126.89 18.78 20.61
MIVI Mississippi View Holding Co. MN NASDAQ 26.56 97.54 18.08 17.92
QCFB QCF Bancorp, Inc. MN NASDAQ 15.89 102.24 18.03 12.42
TCB TCF Financial Corp. MN NYSE 18.59 282.26 21.87 15.99
WEFC Wells Financial Corp. MN NASDAQ 25.00 110.54 15.48 15.63
CMRN Cameron Financial Corp MO NASDAQ 21.43 99.10 24.50 17.01
CAPS Capital Savings Bancorp, Inc. MO NASDAQ 20.00 132.83 11.24 13.33
CBES CBES Bancorp, Inc. MO NASDAQ NA 102.07 19.29 NA
CNSB CNS Bancorp, Inc. MO NASDAQ NA 119.86 29.25 NA
FBSI First Bancshares, Inc. MO NASDAQ 18.69 99.33 14.65 14.69
FTNB Fulton Bancorp, Inc. MO NASDAQ NA 127.96 31.76 NA
GSBC Great Southern Bancorp, Inc. MO NASDAQ 16.43 234.38 21.07 14.50
HFSA Hardin Bancorp, Inc. MO NASDAQ 31.94 95.90 14.15 18.91
JSBA Jefferson Savings Bancorp MO NASDAQ 43.65 131.43 10.52 16.50
JOAC Joachim Bancorp, Inc. MO NASDAQ 56.00 99.50 30.32 35.90
LXMO Lexington B&L Financial Corp. MO NASDAQ NA 95.64 29.49 NA
MBLF MBLA Financial Corp. MO NASDAQ 20.75 94.80 12.90 16.23
NASB North American Savings Bank MO NASDAQ 11.41 171.19 12.32 11.02
NSLB NS&L Bancorp, Inc. MO NASDAQ 41.51 100.17 21.04 31.13
PCBC Perry County Financial Corp. MO NASDAQ 26.76 103.66 19.55 15.70
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
RFED Roosevelt Financial Group MO NASDAQ 22.750 23.250 2.167 5.20 22.97 10.15 176.46 0.62
SMFC Sho-Me Financial Corp. MO NASDAQ 29.500 29.500 9.375 7.27 35.63 20.66 204.99 0.00
SMBC Southern Missouri Bancorp, Inc MO NASDAQ 16.000 17.500 8.875 3.23 14.29 15.76 97.48 0.50
CFTP Community Federal Bancorp MS NASDAQ 20.000 20.000 12.250 14.29 17.65 16.09 48.11 NA
FFBS FFBS BanCorp, Inc. MS NASDAQ 22.000 24.250 12.000 -4.86 -4.35 16.68 81.20 0.50
MGNL Magna Bancorp, Inc. MS NASDAQ 18.500 22.500 0.844 0.00 0.00 9.48 97.66 0.45
EFBC Empire Federal Bancorp, Inc. MT NASDAQ 13.750 14.438 13.000 2.80 NA NA NA NA
GBCI Glacier Bancorp, Inc. MT NASDAQ 24.500 25.250 1.495 0.00 4.26 11.54 122.11 0.61
UBMT United Financial Corp. MT NASDAQ 19.500 22.500 5.625 -1.27 1.96 19.89 88.24 0.87
WSTR WesterFed Financial Corp. MT NASDAQ 20.875 21.750 11.375 14.38 13.61 18.08 128.18 0.40
CFNC Carolina Fincorp, Inc. NC NASDAQ 15.125 15.250 13.000 13.08 16.35 14.06 57.88 NA
CENB Century Bancorp, Inc. NC NASDAQ 71.000 71.000 62.000 10.08 NA 72.50 240.87 NA
COOP Cooperative Bankshares, Inc. NC NASDAQ 20.500 22.500 3.467 2.50 -1.80 17.07 228.80 0.00
SOPN First Savings Bancorp, Inc. NC NASDAQ 20.000 21.000 13.500 3.23 8.11 18.03 72.08 0.74
GSFC Green Street Financial Corp. NC NASDAQ 17.875 18.875 12.125 5.15 10.85 14.54 40.99 NA
HFNC HFNC Financial Corp. NC NASDAQ 21.625 21.750 13.125 16.89 25.36 14.62 52.44 0.12
KSAV KS Bancorp, Inc. NC NASDAQ 21.500 22.000 11.625 8.86 2.99 20.69 152.04 1.20
MBSP Mitchell Bancorp, Inc. NC NASDAQ 15.375 15.375 10.190 6.03 16.04 15.20 34.90 NA
PDB Piedmont Bancorp, Inc. NC AMSE 10.625 19.125 9.250 -2.30 -40.97 7.14 45.47 7.44
SSB Scotland Bancorp, Inc NC AMSE 16.500 16.500 11.625 11.86 16.81 13.64 36.99 NA
SSFC South Street Financial Corp. NC NASDAQ 16.500 17.000 12.125 16.81 17.86 13.53 50.82 NA
SSM Stone Street Bancorp, Inc. NC AMSE 27.130 27.250 16.250 20.58 35.65 20.49 58.28 NA
UFRM United Federal Savings Bank NC NASDAQ 8.250 8.750 1.750 -5.71 -1.49 6.44 86.00 0.19
CFB Commercial Federal Corporation NE NYSE 36.125 37.750 1.083 5.86 18.77 18.37 319.59 0.27
EBCP Eastern Bancorp NH NASDAQ 25.000 26.000 3.000 -1.96 12.36 17.64 235.89 0.52
NHTB New Hampshire Thrift Bncshrs NH NASDAQ 12.125 13.375 1.750 3.19 -3.00 11.31 155.47 0.50
FBER 1st Bergen Bancorp NJ NASDAQ 14.500 14.625 9.000 9.43 19.59 13.68 81.94 NA
COFD Collective Bancorp, Inc. NJ NASDAQ 41.375 42.000 1.351 18.21 20.80 18.45 271.88 0.95
FSPG First Home Bancorp, Inc. NJ NASDAQ 18.875 18.875 1.898 13.11 32.46 12.05 184.02 0.37
FMCO FMS Financial Corporation NJ NASDAQ 19.750 20.500 1.500 -1.25 15.33 14.14 226.40 0.20
IBSF IBS Financial Corp. NJ NASDAQ 17.500 17.875 8.409 6.06 14.75 13.23 75.77 0.51
LVSB Lakeview Financial NJ NASDAQ 33.250 33.250 7.335 2.31 37.11 19.77 195.07 0.23
LFBI Little Falls Bancorp, Inc. NJ NASDAQ 13.750 14.000 9.500 0.00 6.80 14.45 97.11 NA
OCFC Ocean Financial Corp. NJ NASDAQ 30.250 30.875 19.625 3.42 14.69 27.90 143.93 NA
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
RFED Roosevelt Financial Group MO NASDAQ 175.00 224.14 12.89 13.15
SMFC Sho-Me Financial Corp. MO NASDAQ 21.85 142.79 14.39 17.77
SMBC Southern Missouri Bancorp, Inc MO NASDAQ 21.33 101.52 16.41 15.69
CFTP Community Federal Bancorp MS NASDAQ NA 124.30 41.57 NA
FFBS FFBS BanCorp, Inc. MS NASDAQ 24.18 131.89 27.09 18.80
MGNL Magna Bancorp, Inc. MS NASDAQ 14.68 195.15 18.94 11.94
EFBC Empire Federal Bancorp, Inc. MT NASDAQ NA NA NA NA
GBCI Glacier Bancorp, Inc. MT NASDAQ 15.12 212.31 20.06 13.46
UBMT United Financial Corp. MT NASDAQ 18.40 98.04 22.10 15.23
WSTR WesterFed Financial Corp. MT NASDAQ 25.77 115.46 16.29 18.81
CFNC Carolina Fincorp, Inc. NC NASDAQ NA 107.57 26.13 NA
CENB Century Bancorp, Inc. NC NASDAQ NA 97.93 29.48 NA
COOP Cooperative Bankshares, Inc. NC NASDAQ NM 120.09 8.96 NM
SOPN First Savings Bancorp, Inc. NC NASDAQ 22.47 110.93 27.75 18.35
GSFC Green Street Financial Corp. NC NASDAQ NA 122.94 43.61 NA
HFNC HFNC Financial Corp. NC NASDAQ 37.28 147.91 41.24 30.46
KSAV KS Bancorp, Inc. NC NASDAQ 18.07 103.91 14.14 13.52
MBSP Mitchell Bancorp, Inc. NC NASDAQ NA 101.15 44.05 NA
PDB Piedmont Bancorp, Inc. NC AMSE NM 148.81 23.37 23.61
SSB Scotland Bancorp, Inc NC AMSE NA 120.97 44.61 NA
SSFC South Street Financial Corp. NC NASDAQ NA 121.95 32.47 NA
SSM Stone Street Bancorp, Inc. NC AMSE NA 132.41 46.55 NA
UFRM United Federal Savings Bank NC NASDAQ 37.50 128.11 9.59 20.12
CFB Commercial Federal Corporation NE NYSE 18.82 196.65 11.30 13.23
EBCP Eastern Bancorp NH NASDAQ 30.12 141.72 10.60 20.66
NHTB New Hampshire Thrift Bncshrs NH NASDAQ 20.21 107.21 7.80 13.62
FBER 1st Bergen Bancorp NJ NASDAQ NA 105.99 17.70 NA
COFD Collective Bancorp, Inc. NJ NASDAQ 17.76 224.25 15.22 14.47
FSPG First Home Bancorp, Inc. NJ NASDAQ 11.95 156.64 10.26 10.79
FMCO FMS Financial Corporation NJ NASDAQ 16.46 139.67 8.72 10.45
IBSF IBS Financial Corp. NJ NASDAQ 41.67 132.28 23.10 25.00
LVSB Lakeview Financial NJ NASDAQ 12.89 168.18 17.05 20.52
LFBI Little Falls Bancorp, Inc. NJ NASDAQ NA 95.16 14.16 NA
OCFC Ocean Financial Corp. NJ NASDAQ NA 108.42 21.02 NA
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PBCI Pamrapo Bancorp, Inc. NJ NASDAQ 20.125 26.125 2.563 1.26 2.55 16.95 114.99 0.90
PFSB PennFed Financial Services,Inc NJ NASDAQ 25.000 25.250 9.063 10.50 21.95 20.69 251.76 0.07
PULS Pulse Bancorp NJ NASDAQ 18.000 18.750 4.000 5.88 14.29 12.99 167.11 0.70
SFIN Statewide Financial Corp. NJ NASDAQ 16.875 17.500 11.250 8.43 23.85 13.09 132.56 NA
WYNE Wayne Bancorp, Inc. NJ NASDAQ 17.125 18.000 10.750 -1.44 20.18 16.10 107.38 NA
WWFC Westwood Financial Corporation NJ NASDAQ 19.500 19.500 10.250 20.00 27.87 15.06 162.52 NA
AABC Access Anytime Bancorp, Inc. NM NASDAQ 5.250 10.417 1.750 0.00 -12.50 6.82 148.75 0.00
GUPB GFSB Bancorp, Inc. NM NASDAQ 16.250 16.250 12.875 3.17 6.56 16.14 90.73 0.75
AFED AFSALA Bancorp, Inc. NY NASDAQ 13.250 13.500 11.313 3.92 12.77 15.53 103.00 NA
ALBK ALBANK Financial Corporation NY NASDAQ 36.375 37.000 9.167 16.40 13.23 24.72 271.57 0.51
ALBC Albion Banc Corp. NY NASDAQ 16.750 18.750 10.500 0.00 -3.60 23.06 239.39 0.31
ASFC Astoria Financial Corporation NY NASDAQ 42.000 43.125 12.688 6.67 14.68 27.42 338.70 0.43
BFSI BFS Bankorp, Inc. NY NASDAQ 51.000 55.000 2.500 0.00 0.00 31.49 392.29 0.00
CARV Carver Bancorp, Inc. NY NASDAQ 9.875 10.750 6.250 -3.66 25.40 15.08 160.80 0.00
FIBC Financial Bancorp, Inc. NY NASDAQ 17.940 18.500 8.500 0.36 23.72 14.74 148.26 0.30
HAVN Haven Bancorp, Inc. NY NASDAQ 33.000 34.250 10.000 12.34 17.33 22.98 366.10 0.55
LISB Long Island Bancorp, Inc. NY NASDAQ 37.250 39.250 12.090 -4.49 18.73 21.49 235.48 0.45
NYB New York Bancorp Inc. NY NYSE 32.125 33.500 1.617 25.37 40.70 9.60 188.42 0.55
PEEK Peekskill Financial Corp. NY NASDAQ 14.875 15.250 11.125 10.19 8.18 14.48 55.51 0.27
PKPS Poughkeepsie Savings Bank, FS NY NASDAQ 6.063 26.750 0.875 5.44 15.49 5.69 68.19 0.10
RELY Reliance Bancorp, Inc. NY NASDAQ 21.875 22.375 8.875 3.55 17.45 17.62 212.83 0.52
SFED SFS Bancorp, Inc. NY NASDAQ 17.125 17.375 11.000 5.38 12.30 16.56 129.87 0.06
TPNZ Tappan Zee Financial, Inc. NY NASDAQ 14.500 15.125 11.250 -1.69 5.45 13.81 75.84 0.20
YFCB Yonkers Financial Corporation NY NASDAQ 13.250 14.125 9.310 -6.19 7.07 13.74 82.63 NA
ASBP ASB Financial Corp. OH NASDAQ 11.500 18.250 11.375 -5.15 -36.99 10.84 64.96 5.38
CAFI Camco Financial Corp. OH NASDAQ 16.000 19.286 12.245 0.00 -3.03 14.70 153.27 0.45
COFI Charter One Financial OH NASDAQ 46.625 49.500 3.281 -1.32 10.03 20.00 299.39 0.86
CTZN CitFed Bancorp, Inc. OH NASDAQ 34.250 37.250 6.167 2.24 18.10 21.54 339.94 0.23
CIBI Community Investors Bancorp OH NASDAQ 17.500 18.250 10.750 5.26 1.45 17.24 151.34 0.28
DCBI Delphos Citizens Bancorp, Inc. OH NASDAQ 13.750 14.250 11.750 1.85 12.24 14.68 52.29 NA
EFBI Enterprise Federal Bancorp OH NASDAQ 15.125 18.000 11.250 2.54 -0.82 15.41 121.63 1.00
FFDF FFD Financial Corp. OH NASDAQ 13.500 14.000 10.000 2.86 0.00 14.71 59.23 NA
FFYF FFY Financial Corp. OH NASDAQ 25.125 25.875 12.250 -0.50 -1.95 19.30 134.83 0.63
FFOH Fidelity Financial of Ohio OH NASDAQ 12.250 13.000 3.112 -1.01 10.11 11.93 89.37 NA
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
PBCI Pamrapo Bancorp, Inc. NJ NASDAQ 22.36 118.73 17.50 14.91
PFSB PennFed Financial Services,Inc NJ NASDAQ 20.66 120.83 9.93 13.23
PULS Pulse Bancorp NJ NASDAQ 18.95 138.57 10.77 11.92
SFIN Statewide Financial Corp. NJ NASDAQ NA 128.92 12.73 NA
WYNE Wayne Bancorp, Inc. NJ NASDAQ NA 106.37 15.95 NA
WWFC Westwood Financial Corporation NJ NASDAQ NA 129.48 12.00 NA
AABC Access Anytime Bancorp, Inc. NM NASDAQ NM 76.98 3.53 NM
GUPB GFSB Bancorp, Inc. NM NASDAQ 25.39 100.68 17.91 20.06
AFED AFSALA Bancorp, Inc. NY NASDAQ NA 85.32 12.86 NA
ALBK ALBANK Financial Corporation NY NASDAQ 19.88 147.15 13.39 15.82
ALBC Albion Banc Corp. NY NASDAQ NM 72.64 7.00 38.07
ASFC Astoria Financial Corporation NY NASDAQ 24.56 153.17 12.40 17.80
BFSI BFS Bankorp, Inc. NY NASDAQ 10.04 161.96 13.00 8.11
CARV Carver Bancorp, Inc. NY NASDAQ NM 65.48 6.14 24.09
FIBC Financial Bancorp, Inc. NY NASDAQ 24.92 121.71 12.10 14.24
HAVN Haven Bancorp, Inc. NY NASDAQ 15.64 143.60 9.01 10.93
LISB Long Island Bancorp, Inc. NY NASDAQ 27.59 173.34 15.82 23.28
NYB New York Bancorp Inc. NY NYSE 16.47 334.64 17.05 15.01
PEEK Peekskill Financial Corp. NY NASDAQ 25.65 102.73 26.80 19.83
PKPS Poughkeepsie Savings Bank, FS NY NASDAQ 55.12 106.56 8.89 21.65
RELY Reliance Bancorp, Inc. NY NASDAQ 21.45 124.15 10.28 13.76
SFED SFS Bancorp, Inc. NY NASDAQ 31.71 103.41 13.19 16.96
TPNZ Tappan Zee Financial, Inc. NY NASDAQ 25.89 105.00 19.12 19.08
YFCB Yonkers Financial Corporation NY NASDAQ NA 96.43 16.04 NA
ASBP ASB Financial Corp. OH NASDAQ 28.05 106.09 17.70 19.49
CAFI Camco Financial Corp. OH NASDAQ 12.31 108.84 10.44 11.03
COFI Charter One Financial OH NASDAQ 17.46 233.13 15.57 13.67
CTZN CitFed Bancorp, Inc. OH NASDAQ 22.24 159.01 10.08 14.89
CIBI Community Investors Bancorp OH NASDAQ 19.66 101.51 11.56 12.59
DCBI Delphos Citizens Bancorp, Inc. OH NASDAQ NA 93.66 26.30 NA
EFBI Enterprise Federal Bancorp OH NASDAQ 19.39 98.15 12.44 17.39
FFDF FFD Financial Corp. OH NASDAQ NA 91.77 22.79 NA
FFYF FFY Financial Corp. OH NASDAQ 25.13 130.18 18.63 16.86
FFOH Fidelity Financial of Ohio OH NASDAQ NA 102.68 13.71 NA
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FDEF First Defiance Financial OH NASDAQ 13.125 13.130 5.790 11.11 5.52 12.31 57.38 0.29
FFBZ First Federal Bancorp, Inc. OH NASDAQ 17.500 17.500 3.125 9.38 20.69 8.37 120.29 0.22
FFHS First Franklin Corporation OH NASDAQ 17.000 17.500 3.500 3.42 3.03 17.06 192.23 0.31
FFSW FirstFederal Financial Svcs OH NASDAQ 37.750 39.750 2.232 -1.95 -2.58 15.07 307.48 0.46
GFCO Glenway Financial Corp. OH NASDAQ 22.500 23.333 15.419 -1.10 11.11 22.60 234.74 0.66
HHFC Harvest Home Financial Corp. OH NASDAQ 11.000 13.750 8.750 11.39 18.92 11.12 89.49 3.40
HVFD Haverfield Corporation OH NASDAQ 22.500 22.500 5.165 26.76 21.62 14.87 181.95 0.54
HCFC Home City Financial Corp. OH NASDAQ 14.000 14.000 12.000 1.82 NA 15.96 77.78 NA
INBI Industrial Bancorp OH NASDAQ 12.875 16.000 9.875 0.98 5.10 11.28 59.34 3.75
LONF London Financial Corporation OH NASDAQ 15.250 15.250 9.750 1.67 13.48 15.11 70.53 NA
METF Metropolitan Financial Corp. OH NASDAQ 11.250 11.500 10.500 4.65 4.65 8.17 230.34 NA
MFFC Milton Federal Financial Corp. OH NASDAQ 13.750 17.125 10.000 -4.35 -5.98 12.29 79.69 2.99
OHSL OHSL Financial Corp. OH NASDAQ 22.000 22.500 11.500 1.15 8.64 20.58 177.96 0.74
PFFC Peoples Financial Corp. OH NASDAQ 15.125 15.500 10.875 4.31 14.15 16.17 59.85 NA
PTRS Potters Financial Corp. OH NASDAQ 20.000 20.250 9.000 1.27 5.79 20.35 247.93 0.29
PVFC PVF Capital Corp. OH NASDAQ 16.750 17.250 4.316 0.75 15.52 10.24 149.60 0.00
SFSL Security First Corp. OH NASDAQ 17.750 19.250 1.625 -4.05 5.97 11.59 125.52 0.43
SSBK Strongsville Savings Bank OH NASDAQ 22.750 24.000 15.500 -3.19 2.25 17.05 224.23 0.47
SBCN Suburban Bancorporation, Inc. OH NASDAQ 17.750 18.500 10.500 14.52 16.39 18.04 148.30 0.60
WOFC Western Ohio Financial Corp. OH NASDAQ 22.000 24.375 14.750 1.15 7.98 24.34 159.01 1.00
WEHO Westwood Homestead Fin. Corp. OH NASDAQ 13.875 14.500 10.375 5.71 18.09 14.06 42.19 NA
WFCO Winton Financial Corp. OH NASDAQ 13.000 15.000 3.750 -2.80 2.97 10.76 147.15 0.42
FFWD Wood Bancorp, Inc. OH NASDAQ 15.750 17.250 8.000 -4.55 -4.55 13.68 106.99 0.27
KFBI Klamath First Bancorp OR NASDAQ 16.125 16.250 12.500 6.17 9.32 15.25 67.29 0.27
CVAL Chester Valley Bancorp Inc. PA NASDAQ 21.500 21.500 3.879 14.67 10.26 15.72 177.60 0.40
CMSB Commonwealth Bancorp, Inc. PA NASDAQ 16.000 16.000 5.790 6.22 14.29 12.92 118.08 NA
FSBI Fidelity Bancorp, Inc. PA NASDAQ 23.875 23.875 3.756 24.03 24.03 16.75 231.96 0.31
FBBC First Bell Bancorp, Inc. PA NASDAQ 15.875 17.375 11.875 19.81 -7.97 11.14 84.58 3.30
FKFS First Keystone Financial PA NASDAQ 22.250 22.250 10.250 13.38 15.58 18.03 240.38 0.05
SHEN First Shenango Bancorp, Inc. PA NASDAQ 24.750 25.750 12.750 8.79 4.21 20.90 196.99 0.46
GAF GA Financial, Inc. PA AMSE 16.000 17.250 10.250 3.23 6.67 15.70 74.99 NA
HARL Harleysville Savings Bank PA NASDAQ 21.250 21.600 2.828 2.16 45.55 12.52 199.09 0.33
LARL Laurel Capital Group, Inc. PA NASDAQ 21.500 21.750 3.627 14.67 34.38 14.31 133.61 0.38
MLBC ML Bancorp, Inc. PA NASDAQ 17.375 17.500 6.219 17.30 17.80 13.07 160.77 0.37
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
FDEF First Defiance Financial OH NASDAQ 31.25 106.62 22.87 23.03
FFBZ First Federal Bancorp, Inc. OH NASDAQ 21.34 209.08 14.55 15.91
FFHS First Franklin Corporation OH NASDAQ 77.27 99.65 8.84 16.35
FFSW FirstFederal Financial Svcs OH NASDAQ 22.60 250.50 12.28 17.40
GFCO Glenway Financial Corp. OH NASDAQ 28.48 99.56 9.59 14.33
HHFC Harvest Home Financial Corp. OH NASDAQ 57.89 98.92 12.29 23.91
HVFD Haverfield Corporation OH NASDAQ 28.48 151.31 12.37 14.71
HCFC Home City Financial Corp. OH NASDAQ NA 87.72 18.00 NA
INBI Industrial Bancorp OH NASDAQ 27.39 114.14 21.70 15.90
LONF London Financial Corporation OH NASDAQ NA 100.93 21.62 NA
METF Metropolitan Financial Corp. OH NASDAQ NA 137.70 4.88 NA
MFFC Milton Federal Financial Corp. OH NASDAQ 28.65 111.88 17.25 23.31
OHSL OHSL Financial Corp. OH NASDAQ 23.66 106.90 12.36 15.94
PFFC Peoples Financial Corp. OH NASDAQ NA 93.54 25.27 NA
PTRS Potters Financial Corp. OH NASDAQ NM 98.28 8.07 22.73
PVFC PVF Capital Corp. OH NASDAQ 12.59 163.57 11.20 7.19
SFSL Security First Corp. OH NASDAQ 17.40 153.15 14.14 12.41
SSBK Strongsville Savings Bank OH NASDAQ 16.25 133.43 10.15 12.93
SBCN Suburban Bancorporation, Inc. OH NASDAQ 65.74 98.39 11.97 21.39
WOFC Western Ohio Financial Corp. OH NASDAQ 34.92 90.39 13.84 36.67
WEHO Westwood Homestead Fin. Corp. OH NASDAQ NA 98.68 32.89 NA
WFCO Winton Financial Corp. OH NASDAQ 13.98 120.82 8.83 12.04
FFWD Wood Bancorp, Inc. OH NASDAQ 18.10 115.13 14.72 13.58
KFBI Klamath First Bancorp OR NASDAQ 31.01 105.74 23.96 20.41
CVAL Chester Valley Bancorp Inc. PA NASDAQ 20.87 136.77 12.11 14.24
CMSB Commonwealth Bancorp, Inc. PA NASDAQ NA 123.84 13.55 NA
FSBI Fidelity Bancorp, Inc. PA NASDAQ 22.11 142.54 10.29 13.41
FBBC First Bell Bancorp, Inc. PA NASDAQ 15.88 142.50 18.77 13.57
FKFS First Keystone Financial PA NASDAQ 19.35 123.41 9.26 12.23
SHEN First Shenango Bancorp, Inc. PA NASDAQ 18.61 118.42 12.56 14.22
GAF GA Financial, Inc. PA AMSE NA 101.91 21.34 NA
HARL Harleysville Savings Bank PA NASDAQ 19.32 169.73 10.67 12.72
LARL Laurel Capital Group, Inc. PA NASDAQ 15.25 150.24 16.09 12.15
MLBC ML Bancorp, Inc. PA NASDAQ 15.51 132.94 10.81 17.20
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PVSA Parkvale Financial Corporation PA NASDAQ 26.500 26.500 2.150 2.91 2.91 17.56 233.64 0.47
PBIX Patriot Bank Corp. PA NASDAQ 15.750 16.250 10.258 11.50 17.76 12.94 109.83 NA
PWBC PennFirst Bancorp, Inc. PA NASDAQ 13.500 15.915 4.019 -3.57 -5.26 13.21 179.08 0.86
PWBK Pennwood Savings Bank PA NASDAQ 14.375 14.500 9.000 6.48 15.00 15.37 76.55 NA
PHFC Pittsburgh Home Financial Corp PA NASDAQ 14.750 14.750 9.500 7.27 13.46 13.71 105.49 NA
PRBC Prestige Bancorp, Inc. PA NASDAQ 15.000 15.250 9.750 3.45 11.11 16.02 119.04 NA
PSAB Prime Bancorp, Inc. PA NASDAQ 20.750 20.750 3.194 2.47 1.22 13.33 175.02 0.68
PFNC Progress Financial Corporation PA NASDAQ 8.630 18.750 0.750 3.04 -1.37 5.33 102.55 0.04
SVRN Sovereign Bancorp, Inc. PA NASDAQ 12.688 12.708 0.837 10.73 18.26 6.64 158.16 0.07
THRD TF Financial Corporation PA NASDAQ 18.750 19.000 9.750 11.11 17.19 18.31 151.32 0.31
THBC Troy Hill Bancorp, Inc. PA NASDAQ 20.250 21.000 10.250 1.25 1.25 17.29 96.10 0.40
WVFC WVS Financial Corporation PA NASDAQ 25.500 26.500 13.000 4.62 10.87 20.21 158.85 2.20
YFED York Financial Corp. PA NASDAQ 18.125 19.750 4.301 -5.23 9.85 13.92 170.78 0.55
AMFB American Federal Bank, FSB SC NASDAQ 28.875 29.250 0.625 32.76 49.51 9.90 127.32 0.44
CFCP Coastal Financial Corp. SC NASDAQ 25.500 25.500 1.918 24.39 15.91 8.38 131.50 0.43
FFCH First Financial Holdings Inc. SC NASDAQ 27.000 28.000 4.000 12.50 13.68 15.28 251.11 0.66
FSFC First Southeast Financial Corp SC NASDAQ 10.750 20.250 9.125 11.69 7.50 7.69 74.29 10.33
PALM Palfed, Inc. SC NASDAQ 14.250 18.500 3.500 -0.87 -3.39 9.91 127.26 0.08
SCCB S. Carolina Community Bancshrs SC NASDAQ 19.250 20.500 12.625 14.93 26.23 16.85 65.10 0.60
HFFC HF Financial Corp. SD NASDAQ 19.500 20.250 5.500 11.43 13.87 16.96 189.94 0.35
TWIN Twin City Bancorp TN NASDAQ 18.500 19.000 10.500 0.00 5.71 15.68 123.33 0.63
BNKU Bank United Corp. TX NASDAQ 31.500 32.750 22.500 11.50 16.67 17.25 350.04 NA
CBSA Coastal Bancorp, Inc. TX NASDAQ 26.500 27.125 9.875 3.41 10.42 18.70 579.01 0.40
ETFS East Texas Financial Services TX NASDAQ 18.250 18.750 11.000 -2.67 17.74 19.54 105.10 0.20
FBHC Fort Bend Holding Corp. TX NASDAQ 23.250 25.750 10.375 0.00 -7.00 21.83 339.52 0.28
LOAN Horizon Bancorp TX NASDAQ 24.000 25.500 7.250 12.94 39.13 8.09 107.37 0.16
JXVL Jacksonville Bancorp, Inc. TX NASDAQ 14.500 15.750 7.141 0.00 0.00 13.16 82.74 NA
BFSB Bedford Bancshares, Inc. VA NASDAQ 19.250 19.375 10.250 4.05 10.00 17.08 113.32 0.42
CNIT CENIT Bancorp, Inc. VA NASDAQ 44.500 46.000 10.875 -1.11 14.10 29.55 419.95 0.60
CFFC Community Financial Corp. VA NASDAQ 22.250 22.500 4.250 1.14 4.71 18.04 130.99 0.50
ESX Essex Bancorp, Inc. VA AMSE 1.938 19.250 0.750 93.80 -3.10 -0.16 162.92 0.00
FFFC FFVA Financial Corp. VA NASDAQ 24.250 25.000 8.250 12.14 14.12 17.04 113.76 0.40
VABF First Coastal Bank VA NASDAQ 11.000 11.313 1.625 12.82 15.79 8.21 121.95 0.16
GSLC Guaranty Financial Corp. VA NASDAQ 9.750 9.875 6.313 -1.27 14.71 7.19 125.73 0.10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
PVSA Parkvale Financial Corporation PA NASDAQ 15.77 150.91 11.34 11.42
PBIX Patriot Bank Corp. PA NASDAQ NA 121.72 14.34 NA
PWBC PennFirst Bancorp, Inc. PA NASDAQ 19.01 102.20 7.54 13.11
PWBK Pennwood Savings Bank PA NASDAQ NA 93.53 18.78 NA
PHFC Pittsburgh Home Financial Corp PA NASDAQ NA 107.59 13.98 NA
PRBC Prestige Bancorp, Inc. PA NASDAQ NA 93.63 12.60 NA
PSAB Prime Bancorp, Inc. PA NASDAQ 28.04 155.66 11.86 16.09
PFNC Progress Financial Corporation PA NASDAQ 26.97 161.91 8.42 21.05
SVRN Sovereign Bancorp, Inc. PA NASDAQ 17.62 191.08 8.02 13.36
THRD TF Financial Corporation PA NASDAQ 22.59 102.40 12.39 16.89
THBC Troy Hill Bancorp, Inc. PA NASDAQ 22.01 117.12 21.07 19.10
WVFC WVS Financial Corporation PA NASDAQ 16.24 126.18 16.05 13.08
YFED York Financial Corp. PA NASDAQ 20.60 130.21 10.61 16.04
AMFB American Federal Bank, FSB SC NASDAQ 23.29 291.67 22.68 18.51
CFCP Coastal Financial Corp. SC NASDAQ 23.39 304.30 19.39 21.79
FFCH First Financial Holdings Inc. SC NASDAQ 21.77 176.70 10.75 14.06
FSFC First Southeast Financial Corp SC NASDAQ NM 139.79 14.47 15.14
PALM Palfed, Inc. SC NASDAQ NM 143.79 11.20 25.00
SCCB S. Carolina Community Bancshrs SC NASDAQ 33.77 114.24 29.57 26.37
HFFC HF Financial Corp. SD NASDAQ 17.73 114.98 10.27 13.83
TWIN Twin City Bancorp TN NASDAQ 24.03 117.98 15.00 17.29
BNKU Bank United Corp. TX NASDAQ 57.27 182.61 9.00 NA
CBSA Coastal Bancorp, Inc. TX NASDAQ 19.20 141.71 4.58 12.10
ETFS East Texas Financial Services TX NASDAQ 46.79 93.40 17.36 26.45
FBHC Fort Bend Holding Corp. TX NASDAQ 46.50 106.50 6.85 16.03
LOAN Horizon Bancorp TX NASDAQ 26.67 296.66 22.35 28.92
JXVL Jacksonville Bancorp, Inc. TX NASDAQ NA 110.18 17.52 NA
BFSB Bedford Bancshares, Inc. VA NASDAQ 16.31 112.70 16.99 12.58
CNIT CENIT Bancorp, Inc. VA NASDAQ 28.34 150.59 10.60 18.39
CFFC Community Financial Corp. VA NASDAQ 16.86 123.34 16.99 13.17
ESX Essex Bancorp, Inc. VA AMSE NM NM 1.19 NM
FFFC FFVA Financial Corp. VA NASDAQ 22.88 142.31 21.32 18.51
VABF First Coastal Bank VA NASDAQ 100.00 133.98 9.02 28.95
GSLC Guaranty Financial Corp. VA NASDAQ 18.06 135.61 7.75 18.40
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LIFB Life Bancorp, Inc. VA NASDAQ 19.625 21.000 8.313 11.35 9.40 15.33 144.18 0.44
VFFC Virginia First Financial Corp. VA NASDAQ 15.625 16.250 1.250 23.76 14.15 10.99 140.01 0.09
CASB Cascade Financial Corp. WA NASDAQ 16.375 17.500 2.662 -6.43 9.17 10.34 169.54 0.00
FWWB First SB of Washington Bancorp WA NASDAQ 19.750 22.125 12.375 2.60 6.04 15.11 92.45 0.20
IWBK InterWest Bancorp, Inc. WA NASDAQ 35.063 36.250 8.478 8.30 7.89 14.51 212.89 0.52
STSA Sterling Financial Corp. WA NASDAQ 17.000 17.375 1.878 22.52 21.43 11.41 277.36 0.00
WFSL Washington Federal, Inc. WA NASDAQ 26.000 27.500 1.566 7.86 8.95 13.99 123.69 0.84
AADV Advantage Bancorp, Inc. WI NASDAQ 35.500 36.000 10.600 8.40 11.81 27.54 314.86 0.30
ABCW Anchor BanCorp Wisconsin WI NASDAQ 46.750 46.750 9.800 16.88 33.57 24.94 404.51 0.43
FCBF FCB Financial Corp. WI NASDAQ 22.750 23.500 10.000 8.33 18.18 19.11 109.17 0.69
FFEC First Fed Bncshrs Eau Clair WI NASDAQ 18.625 18.656 8.375 1.36 2.40 14.57 105.62 0.26
FTFC First Federal Capital Corp. WI NASDAQ 28.750 29.500 1.449 11.65 21.05 15.10 238.20 0.60
FFHC First Financial Corp. WI NASDAQ 26.375 28.250 1.114 3.43 16.19 11.15 154.89 0.51
FNGB First Northern Capital Corp. WI NASDAQ 19.000 19.000 3.063 10.14 8.57 16.01 140.29 0.60
HALL Hallmark Capital Corp. WI NASDAQ 19.125 19.130 9.875 7.75 9.29 19.46 275.00 0.00
MWFD Midwest Federal Financial WI NASDAQ 18.000 24.500 4.167 -1.37 -17.24 10.19 121.39 0.22
NWEQ Northwest Equity Corp. WI NASDAQ 13.500 14.188 6.875 3.85 14.89 13.82 103.86 0.28
OSBF OSB Financial Corp. WI NASDAQ 32.000 33.250 14.500 6.56 20.75 28.57 219.89 0.62
RELI Reliance Bancshares, Inc. WI NASDAQ 7.125 10.125 6.500 1.79 0.00 8.83 17.64 NA
SECP Security Capital Corporation WI NASDAQ 83.500 86.750 25.000 13.61 17.61 58.17 397.49 0.68
STFR St. Francis Capital Corp. WI NASDAQ 30.500 31.500 12.625 12.96 12.96 23.73 263.13 0.42
AFBC Advance Financial Bancorp WV NASDAQ 14.063 14.500 12.750 0.45 NA NA NA NA
FOBC Fed One Bancorp WV NASDAQ 19.125 19.125 5.358 15.91 23.39 16.88 139.06 0.56
CRZY Crazy Woman Creek Bancorp WY NASDAQ 13.625 13.625 10.000 3.81 19.78 14.79 49.71 NA
TRIC Tri-County Bancorp, Inc. WY NASDAQ 18.500 19.000 11.375 -1.33 1.37 21.59 141.09 0.50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
LIFB Life Bancorp, Inc. VA NASDAQ 22.05 128.02 13.61 16.63
VFFC Virginia First Financial Corp. VA. NASDAQ 8.68 142.17 11.16 16.98
CASB Cascade Financial Corp. WA NASDAQ 22.74 158.37 9.66 20.47
FWWB First SB of Washington Bancorp WA NASDAQ 22.97 130.71 21.36 20.36
IWBK InterWest Bancorp, Inc. WA NASDAQ 19.92 241.65 16.47 15.79
STSA Sterling Financial Corp. WA NASDAQ 170.00 148.99 6.13 23.29
WFSL Washington Federal, Inc. WA NASDAQ 14.36 185.85 21.02 12.87
AADV Advantage Bancorp, Inc. WI NASDAQ 40.34 128.90 11.27 15.57
ABCW Anchor BanCorp Wisconsin WI NASDAQ 18.05 187.45 11.56 14.75
FCBF FCB Financial Corp. WI NASDAQ 23.21 119.05 20.84 19.28
FFEC First Fed Bncshrs Eau Clair WI NASDAQ 26.61 127.83 17.63 20.93
FTFC First Federal Capital Corp. WI NASDAQ 19.83 190.40 12.07 17.42
FFHC First Financial Corp. WI NASDAQ 20.29 236.55 17.03 14.49
FNGB First Northern Capital Corp. WI NASDAQ 26.39 118.68 13.54 17.43
HALL Hallmark Capital Corp. WI NASDAQ 17.39 98.28 6.95 13.01
MWFD Midwest Federal Financial WI NASDAQ 16.51 176.64 14.83 16.82
NWEQ Northwest Equity Corp. WI NASDAQ 17.31 97.68 13.00 14.52
OSBF OSB Financial Corp. WI NASDAQ 27.35 112.01 14.55 19.63
RELI Reliance Bancshares, Inc. WI NASDAQ NA 80.69 40.39 NA
SECP Security Capital Corporation WI NASDAQ 23.00 143.54 21.01 17.80
STFR St. Francis Capital Corp. WI NASDAQ 18.05 128.53 11.59 17.13
AFBC Advance Financial Bancorp WV NASDAQ NA NA NA NA
FOBC Fed One Bancorp WV NASDAQ 21.02 113.30 13.75 14.71
CRZY Crazy Woman Creek Bancorp WY NASDAQ NA 92.12 27.41 NA
TRIC Tri-County Bancorp, Inc. WY NASDAQ 20.56 85.69 13.11 15.42
</TABLE>
<PAGE>
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
PER SHARE
-----------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------- --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ALL THRIFTS
AVERAGE 20.598 23.736 8.358 5.93 11.84 16.18 161.09 0.58
MEDIAN 18.000 19.000 9.500 4.41 12.16 15.32 131.74 0.40
HIGH 83.500 589.500 62.000 93.80 49.51 72.50 657.99 10.33
LOW 1.938 6.917 0.223 -19.15 -40.97 -0.16 13.62 0.00
AVERAGE FOR STATE
OH 18.511 19.920 8.742 2.57 6.18 15.19 144.13 1.03
AVERAGE BY REGION
MIDWEST 20.114 21.473 8.857 4.55 10.06 16.51 146.76 0.60
NEW ENGLAND 21.438 22.363 7.124 1.97 4.35 18.14 254.03 0.50
MID ATLANTIC 20.818 22.071 7.265 5.87 14.19 16.12 170.12 0.45
SOUTHEAST 19.380 20.972 8.823 10.24 12.92 14.58 121.34 0.87
SOUTHWEST 20.250 21.503 10.586 4.14 11.47 15.56 183.23 0.55
WEST 23.990 41.714 6.865 7.59 16.06 16.89 232.94 0.33
AVERAGE BY EXCHANGE
NYSE 38.698 87.885 2.822 11.16 18.93 19.61 346.40 0.44
AMEX 15.352 17.469 9.952 9.34 8.93 13.83 104.18 1.55
OTC/NASDAQ 20.206 21.567 8.478 5.50 11.73 16.18 157.02 0.53
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
State Exchange (X) (%) (%) (X)
----- -------- -------- --------- ------ ----------
<S> <C> <C> <C> <C>
ALL THRIFTS
AVERAGE 30.70 130.29 15.62 19.51
MEDIAN 22.52 117.98 13.76 16.89
HIGH 175.00 450.07 69.75 127.50
LOW 7.28 65.48 1.19 5.96
AVERAGE FOR STATE
OH 27.926 123.191 15.118 17.026
AVERAGE BY REGION
MIDWEST 31.84 123.66 16.45 19.06
NEW ENGLAND 21.13 119.64 8.99 16.35
MID ATLANTIC 23.41 129.53 13.34 16.24
SOUTHEAST 28.09 144.68 19.58 23.91
SOUTHWEST 32.00 133.43 14.74 19.08
WEST 43.38 141.55 12.30 22.26
AVERAGE BY EXCHANGE
NYSE 40.88 204.68 12.12 23.78
AMEX 25.46 111.08 18.10 17.10
OTC/NASDAQ 30.40 128.37 15.61 19.41
</TABLE>
<PAGE>
KELLER & COMPANY EXHIBIT 3
Columbus, Ohio
614-766-1426
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PLE Pinnacle Bancshares, Inc. AL 195,502 15,285 14,775 0.51 0.80 6.55 10.19
SRN Southern Banc Company, Inc AL 105,245 17,710 17,513 0.21 0.57 1.11 2.98
SCBS Southern Community Bankshares AL 72,151 15,973 15,973 NA NA NA NA
SZB SouthFirst Bancshares, Inc. AL 93,110 13,021 13,021 -0.06 0.05 -0.43 0.34
FFBH First Federal Bancshares of AR AR 509,605 83,339 83,339 NA NA NA NA
FTF Texarkana First Financial Corp AR 163,571 26,289 26,289 1.39 1.72 7.41 9.17
AHM Ahmanson & Company (H.F.) CA 49,902,044 2,433,049 2,124,966 0.29 0.58 5.26 10.48
AFFFZ America First Financial Fund CA 2,209,051 177,447 174,596 1.37 1.67 19.46 23.75
BPLS Bank Plus Corp. CA 3,330,290 161,657 161,320 -0.47 -0.15 -9.13 -2.82
BVFS Bay View Capital Corp. CA 3,300,262 200,062 189,865 0.34 0.64 5.39 9.98
BYFC Broadway Financial Corp. CA 117,253 13,515 13,515 -0.16 0.21 -1.73 2.22
CFHC California Financial Holding CA 1,337,379 89,877 89,452 0.53 0.76 7.89 11.36
CENF CENFED Financial Corp. CA 2,184,858 114,029 113,824 0.53 0.79 10.54 15.68
CSA Coast Savings Financial CA 8,704,952 424,531 418,293 0.13 0.47 2.56 9.37
DSL Downey Financial Corp. CA 5,198,157 391,571 385,397 0.42 0.67 5.34 8.46
FSSB First FS&LA of San Bernardino CA 100,334 4,709 4,498 -1.07 -1.24 -19.94 -23.18
FED FirstFed Financial Corp. CA 4,143,852 194,550 191,846 0.20 0.44 4.22 9.16
GLN Glendale Federal Bank, FSB CA 15,128,192 963,278 906,636 0.29 0.54 4.45 8.37
GDW Golden West Financial CA 37,730,598 2,350,477 2,350,477 0.46 1.23 7.46 20.04
GWF Great Western Financial CA 42,874,572 2,595,200 2,309,209 0.26 0.65 4.28 10.48
HTHR Hawthorne Financial Corp. CA 827,784 43,442 43,442 0.89 0.63 17.24 12.17
HEMT HF Bancorp, Inc. CA 1,012,799 81,201 NA -0.05 0.20 -0.54 2.08
HBNK Highland Federal Bank FSB CA 489,701 34,863 34,863 0.15 0.52 1.92 6.82
MBBC Monterey Bay Bancorp, Inc. CA 425,762 45,759 41,780 0.26 0.49 1.83 3.54
PFFB PFF Bancorp, Inc. CA 2,524,612 280,601 277,515 0.05 0.41 0.46 3.64
PROV Provident Financial Holdings CA 591,193 86,158 86,158 0.27 0.08 2.35 0.66
QCBC Quaker City Bancorp, Inc. CA 764,466 67,785 67,636 0.27 0.54 2.87 5.66
REDF RedFed Bancorp Inc. CA 866,269 69,868 69,868 -0.77 -0.47 -12.78 -7.86
SGVB SGV Bancorp, Inc. CA 369,823 31,117 31,117 0.07 0.30 0.76 3.19
WES Westcorp CA 3,335,045 317,930 317,001 0.97 0.27 10.33 2.84
FFBA First Colorado Bancorp, Inc. CO 1,514,086 216,622 213,865 0.88 1.20 5.72 7.78
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
PLE Pinnacle Bancshares, Inc. AL 12/17/86 AMSE 889,824 15.46
SRN Southern Banc Company, Inc AL 10/05/95 AMSE 1,230,313 16.15
SCBS Southern Community Bankshares AL 12/23/96 NASDAQ 1,137,350 15.07
SZB SouthFirst Bancshares, Inc. AL 02/14/95 AMSE 823,700 10.91
FFBH First Federal Bancshares of AR AR 05/03/96 NASDAQ 5,153,751 77.31
FTF Texarkana First Financial Corp AR 07/07/95 AMSE 1,834,563 28.67
AHM Ahmanson & Company (H.F.) CA 10/25/72 NYSE 102,153,052 3319.97
AFFFZ America First Financial Fund CA NA NASDAQ 6,010,589 181.82
BPLS Bank Plus Corp. CA NA NASDAQ 18,245,265 209.82
BVFS Bay View Capital Corp. CA 05/09/86 NASDAQ 6,674,635 282.84
BYFC Broadway Financial Corp. CA 01/09/96 NASDAQ 892,688 8.82
CFHC California Financial Holding CA 04/01/83 NASDAQ 4,740,914 136.89
CENF CENFED Financial Corp. CA 10/25/91 NASDAQ 5,154,533 150.77
CSA Coast Savings Financial CA 12/23/85 NYSE 18,584,717 680.67
DSL Downey Financial Corp. CA 01/01/71 NYSE 25,459,079 499.63
FSSB First FS&LA of San Bernardino CA 02/02/93 NASDAQ 328,296 3.20
FED FirstFed Financial Corp. CA 12/16/83 NYSE 10,529,849 231.66
GLN Glendale Federal Bank, FSB CA 10/01/83 NYSE 49,808,780 1158.05
GDW Golden West Financial CA 05/29/59 NYSE 57,342,389 3619.74
GWF Great Western Financial CA NA NYSE 137,875,955 3998.40
HTHR Hawthorne Financial Corp. CA NA NASDAQ 2,599,275 18.84
HEMT HF Bancorp, Inc. CA 06/30/95 NASDAQ 6,281,875 69.89
HBNK Highland Federal Bank FSB CA NA NASDAQ 2,295,983 39.03
MBBC Monterey Bay Bancorp, Inc. CA 02/15/95 NASDAQ 3,243,360 47.84
PFFB PFF Bancorp, Inc. CA 03/29/96 NASDAQ 19,837,500 295.08
PROV Provident Financial Holdings CA 06/28/96 NASDAQ 5,125,215 71.75
QCBC Quaker City Bancorp, Inc. CA 12/30/93 NASDAQ 3,792,125 72.05
REDF RedFed Bancorp Inc. CA 04/08/94 NASDAQ 7,082,781 85.88
SGVB SGV Bancorp, Inc. CA 06/29/95 NASDAQ 2,521,976 28.37
WES Westcorp CA 05/01/86 NYSE 25,996,618 568.68
FFBA First Colorado Bancorp, Inc. CO 01/02/96 NASDAQ 18,184,108 309.13
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EGFC Eagle Financial Corp. CT 1,458,050 105,209 78,854 0.96 0.62 13.44 8.64
FFES First Federal of East Hartford CT 958,550 60,173 60,173 0.43 0.67 6.91 10.62
NTMG Nutmeg Federal S&LA CT 93,924 5,488 5,488 0.32 0.38 5.13 6.05
WBST Webster Financial Corporation CT 3,917,600 206,296 161,981 0.67 0.70 11.99 12.42
IFSB Independence Federal Savings DC 247,888 16,672 14,440 0.13 0.19 1.98 2.94
BANC BankAtlantic Bancorp, Inc. FL 2,170,480 139,727 129,822 0.85 0.86 11.95 12.04
BKUNA BankUnited Financial Corp. FL 1,329,044 98,155 86,221 0.40 0.61 4.79 7.28
FFFG F.F.O. Financial Group, Inc. FL 311,028 18,805 18,805 0.21 0.64 3.28 9.97
FFLC FFLC Bancorp, Inc. FL 346,442 53,626 53,626 0.65 0.98 3.94 5.88
FFPB First Palm Beach Bancorp, Inc. FL 1,502,978 106,159 103,383 0.02 0.09 0.27 1.21
OCWN Ocwen Financial Corporation FL 2,483,685 203,596 203,596 2.49 2.02 31.08 25.22
CCFH CCF Holding Company GA 88,509 13,137 13,137 0.47 0.75 2.39 3.82
EBSI Eagle Bancshares GA 666,166 57,999 57,999 0.59 0.80 6.63 8.97
FSTC First Citizens Corporation GA 257,288 24,109 18,962 2.04 2.03 19.36 19.20
FGHC First Georgia Holding, Inc. GA 150,551 12,057 10,813 0.56 0.89 6.79 10.80
FLFC First Liberty Financial Corp. GA 1,212,681 89,333 79,400 0.80 0.86 10.80 11.56
FLAG FLAG Financial Corp. GA 228,914 20,149 20,149 -0.07 0.10 -0.75 1.11
CASH First Midwest Financial, Inc. IA 369,885 43,669 38,669 0.75 0.98 6.38 8.33
GFSB GFS Bancorp, Inc. IA 87,625 10,052 10,052 0.96 1.17 8.10 9.87
HZFS Horizon Financial Svcs Corp. IA 74,043 8,092 NA 0.14 0.31 1.27 2.73
MFCX Marshalltown Financial Corp. IA 125,923 19,581 19,581 0.19 0.49 1.24 3.15
MIFC Mid-Iowa Financial Corp. IA 117,066 10,905 10,891 0.84 1.12 9.07 12.15
MWBI Midwest Bancshares, Inc. IA 136,425 9,600 9,600 0.46 0.73 6.61 10.50
FFFD North Central Bancshares, Inc. IA 203,093 49,235 NA 1.64 1.91 7.92 9.24
PMFI Perpetual Midwest Financial IA 388,529 33,574 33,574 0.09 0.27 0.94 2.95
SFFC StateFed Financial Corporation IA 82,809 14,718 14,718 1.01 1.27 5.29 6.67
ABCL Alliance Bancorp, Inc. IL 667,964 56,626 55,052 0.47 0.69 5.72 8.32
AVND Avondale Financial Corp. IL 595,571 60,708 60,708 0.70 0.02 6.61 0.15
BFFC Big Foot Financial Corp. IL 193,103 13,686 13,686 NA NA NA NA
CBCI Calumet Bancorp, Inc. IL 510,217 81,764 81,764 1.08 1.34 6.56 8.14
CBSB Charter Financial, Inc. IL 380,051 57,861 53,623 0.98 1.25 5.72 7.31
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
EGFC Eagle Financial Corp. CT 02/03/87 NASDAQ 4,543,398 138.57
FFES First Federal of East Hartford CT 06/23/87 NASDAQ 2,626,263 60.40
NTMG Nutmeg Federal S&LA CT NA NASDAQ 711,634 5.07
WBST Webster Financial Corporation CT 12/12/86 NASDAQ 7,926,472 291.30
IFSB Independence Federal Savings DC 06/06/85 NASDAQ 1,280,030 9.60
BANC BankAtlantic Bancorp, Inc. FL 11/29/83 NASDAQ 14,720,333 198.72
BKUNA BankUnited Financial Corp. FL 12/11/85 NASDAQ 7,908,468 79.08
FFFG F.F.O. Financial Group, Inc. FL 10/13/88 NASDAQ 8,430,000 22.66
FFLC FFLC Bancorp, Inc. FL 01/04/94 NASDAQ 2,437,737 52.41
FFPB First Palm Beach Bancorp, Inc. FL 09/29/93 NASDAQ 5,040,097 119.07
OCWN Ocwen Financial Corporation FL NA NASDAQ 26,744,170 715.41
CCFH CCF Holding Company GA 07/12/95 NASDAQ 915,900 13.51
EBSI Eagle Bancshares GA 04/01/86 NASDAQ 4,552,200 70.56
FSTC First Citizens Corporation GA 03/01/86 NASDAQ 1,588,012 40.10
FGHC First Georgia Holding, Inc. GA 02/11/87 NASDAQ 3,052,443 17.30
FLFC First Liberty Financial Corp. GA 12/06/83 NASDAQ 7,130,461 131.02
FLAG FLAG Financial Corp. GA 12/11/86 NASDAQ 2,036,990 21.90
CASH First Midwest Financial, Inc. IA 09/20/93 NASDAQ 2,896,536 44.41
GFSB GFS Bancorp, Inc. IA 01/06/94 NASDAQ 499,600 10.62
HZFS Horizon Financial Svcs Corp. IA 06/30/94 NASDAQ 425,540 6.44
MFCX Marshalltown Financial Corp. IA 03/31/94 NASDAQ 1,411,475 21.00
MIFC Mid-Iowa Financial Corp. IA 10/14/92 NASDAQ 1,655,880 10.56
MWBI Midwest Bancshares, Inc. IA 11/12/92 NASDAQ 349,379 9.26
FFFD North Central Bancshares, Inc. IA 03/21/96 NASDAQ 3,429,455 46.51
PMFI Perpetual Midwest Financial IA 03/31/94 NASDAQ 1,907,278 36.72
SFFC StateFed Financial Corporation IA 01/05/94 NASDAQ 783,485 12.93
ABCL Alliance Bancorp, Inc. IL 07/07/92 NASDAQ 2,695,085 67.38
AVND Avondale Financial Corp. IL 04/07/95 NASDAQ 3,525,288 60.37
BFFC Big Foot Financial Corp. IL 12/20/96 NASDAQ NA NA
CBCI Calumet Bancorp, Inc. IL 02/20/92 NASDAQ 2,377,028 79.04
CBSB Charter Financial, Inc. IL 12/29/95 NASDAQ 4,253,459 53.17
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNBA Chester Bancorp, Inc. IL 154,771 12,055 12,055 NA NA NA NA
CBK Citizens First Financial Corp. IL 261,637 40,312 40,312 0.25 0.55 2.19 4.79
CSBF CSB Financial Group, Inc. IL 47,527 11,955 11,249 0.51 0.73 1.78 2.54
DFIN Damen Financial Corp. IL 235,264 53,830 53,830 0.72 0.94 3.09 4.01
EGLB Eagle BancGroup, Inc. IL 172,666 22,141 22,141 -0.31 0.02 -2.85 0.15
FBCI Fidelity Bancorp, Inc. IL 484,106 49,236 49,092 0.50 0.73 4.37 6.41
FFBI First Financial Bancorp, Inc. IL 97,143 7,510 7,510 0.12 0.36 1.28 3.97
FMBD First Mutual Bancorp, Inc. IL 331,776 62,217 62,217 0.38 0.63 1.71 2.80
FFDP FirstFed Bancshares IL 541,169 49,944 47,578 0.26 0.32 2.94 3.57
GTPS Great American Bancorp IL 123,866 31,731 31,731 0.37 0.67 1.31 2.39
HBEI Home Bancorp of Elgin, Inc. IL 356,335 99,881 99,881 0.20 0.73 1.11 4.02
HMCI HomeCorp, Inc. IL 335,824 20,858 20,858 0.11 0.32 1.72 5.19
KNK Kankakee Bancorp, Inc. IL 350,643 36,494 34,101 0.50 0.67 4.95 6.64
MAFB MAF Bancorp, Inc. IL 3,230,341 250,625 216,306 0.68 1.02 9.57 14.33
NBSI North Bancshares, Inc. IL 117,473 17,770 17,770 0.42 0.63 2.59 3.95
PFED Park Bancorp, Inc. IL 176,732 41,544 41,544 NA NA NA NA
PSFI PS Financial, Inc. IL 53,520 11,724 11,724 2.01 2.17 9.49 10.26
SWBI Southwest Bancshares IL 382,375 39,859 39,859 0.72 1.02 6.30 8.94
SPBC St. Paul Bancorp, Inc. IL 4,357,170 388,110 386,862 0.62 0.92 6.85 10.14
STND Standard Financial, Inc. IL 2,405,221 268,078 267,646 0.53 0.72 4.45 6.05
SFSB SuburbFed Financial Corp. IL 404,092 26,254 26,128 0.28 0.50 4.04 7.21
WCBI Westco Bancorp IL 310,992 47,833 47,833 1.06 1.38 6.83 8.87
FBCV 1ST Bancorp IN 260,211 21,379 21,379 0.17 -0.06 2.04 -0.73
AMFC AMB Financial Corp. IN 83,542 16,184 16,184 0.49 0.76 3.00 4.66
ASBI Ameriana Bancorp IN 396,755 43,945 43,897 0.62 0.89 5.40 7.84
ATSB AmTrust Capital Corp. IN 72,219 7,376 7,298 0.30 0.19 3.00 1.87
CBCO CB Bancorp, Inc. IN 226,553 20,008 20,008 1.01 1.18 10.71 12.49
CBIN Community Bank Shares IN 234,600 25,464 25,410 0.59 0.89 5.03 7.63
FFWC FFW Corp. IN 158,200 16,117 16,117 0.87 1.08 8.36 10.33
FFED Fidelity Federal Bancorp IN 260,171 12,605 12,605 0.17 0.31 3.18 5.78
FISB First Indiana Corporation IN 1,496,421 138,658 136,829 0.90 1.02 10.23 11.52
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
CNBA Chester Bancorp, Inc. IL 10/08/96 NASDAQ NA NA
CBK Citizens First Financial Corp. IL 05/01/96 AMSE 2,817,500 40.50
CSBF CSB Financial Group, Inc. IL 10/09/95 NASDAQ 941,850 9.54
DFIN Damen Financial Corp. IL 10/02/95 NASDAQ 3,770,778 48.55
EGLB Eagle BancGroup, Inc. IL 07/01/96 NASDAQ 1,302,705 19.38
FBCI Fidelity Bancorp, Inc. IL 12/15/93 NASDAQ 2,786,578 47.37
FFBI First Financial Bancorp, Inc. IL 10/04/93 NASDAQ 452,309 7.01
FMBD First Mutual Bancorp, Inc. IL 07/05/95 NASDAQ 3,769,000 56.54
FFDP FirstFed Bancshares IL 07/01/92 NASDAQ 3,063,316 52.84
GTPS Great American Bancorp IL 06/30/95 NASDAQ 1,950,112 26.81
HBEI Home Bancorp of Elgin, Inc. IL 09/27/96 NASDAQ 7,009,250 94.62
HMCI HomeCorp, Inc. IL 06/22/90 NASDAQ 1,128,779 21.59
KNK Kankakee Bancorp, Inc. IL 01/06/93 AMSE 1,414,918 35.02
MAFB MAF Bancorp, Inc. IL 01/12/90 NASDAQ 10,490,113 364.53
NBSI North Bancshares, Inc. IL 12/21/93 NASDAQ 1,057,950 17.46
PFED Park Bancorp, Inc. IL 08/12/96 NASDAQ 2,701,441 30.56
PSFI PS Financial, Inc. IL 11/27/96 NASDAQ NA NA
SWBI Southwest Bancshares IL 06/24/92 NASDAQ 2,637,461 48.13
SPBC St. Paul Bancorp, Inc. IL 05/18/87 NASDAQ 22,775,991 535.24
STND Standard Financial, Inc. IL 08/01/94 NASDAQ 16,173,235 317.40
SFSB SuburbFed Financial Corp. IL 03/04/92 NASDAQ 1,254,769 23.84
WCBI Westco Bancorp IL 06/26/92 NASDAQ 2,567,053 55.19
FBCV 1ST Bancorp IN 04/07/87 NASDAQ 697,261 19.87
AMFC AMB Financial Corp. IN 04/01/96 NASDAQ 1,124,125 12.37
ASBI Ameriana Bancorp IN 03/02/87 NASDAQ 3,291,319 52.66
ATSB AmTrust Capital Corp. IN 03/28/95 NASDAQ 531,479 5.31
CBCO CB Bancorp, Inc. IN 12/28/92 NASDAQ 1,162,279 27.60
CBIN Community Bank Shares IN 04/10/95 NASDAQ 1,983,722 24.30
FFWC FFW Corp. IN 04/05/93 NASDAQ 702,060 15.36
FFED Fidelity Federal Bancorp IN 08/31/87 NASDAQ 2,489,072 24.27
FISB First Indiana Corporation IN 08/02/83 NASDAQ 8,303,414 222.12
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HFGI Harrington Financial Group IN 527,369 23,820 23,820 0.32 0.48 7.42 10.91
HBFW Home Bancorp IN 325,168 45,481 45,481 0.52 0.86 3.36 5.54
HBBI Home Building Bancorp IN 44,564 5,566 5,566 -0.36 -0.04 -2.60 -0.33
HOMF Home Federal Bancorp IN 650,433 53,926 52,078 1.01 1.14 12.18 13.83
HWEN Home Financial Bancorp IN 39,030 7,859 7,859 0.57 0.85 4.22 6.25
INCB Indiana Community Bank, SB IN 90,697 11,157 11,157 0.15 0.48 1.02 3.38
IFSL Indiana Federal Corporation IN 809,123 69,957 65,277 0.69 0.98 7.20 10.25
LOGN Logansport Financial Corp. IN 77,668 15,427 15,427 1.20 1.51 5.09 6.41
MARN Marion Capital Holdings IN 175,806 39,971 39,971 1.15 1.41 4.90 6.04
MFBC MFB Corp. IN 223,945 34,472 34,472 0.52 0.82 2.93 4.58
NEIB Northeast Indiana Bancorp IN 160,032 27,916 27,916 1.02 1.22 4.97 5.97
PFDC Peoples Bancorp IN 280,339 43,009 43,009 1.12 1.46 7.26 9.52
PERM Permanent Bancorp, Inc. IN 412,967 40,064 39,667 0.24 0.51 2.37 5.11
RIVR River Valley Bancorp IN 86,604 6,574 6,426 0.30 0.30 4.01 4.01
SOBI Sobieski Bancorp, Inc. IN 78,978 13,942 13,942 0.21 0.50 1.18 2.79
FFSL First Independence Corp. KS 108,914 11,980 11,980 0.58 0.85 4.84 7.05
LARK Landmark Bancshares, Inc. KS 221,978 32,709 32,709 0.80 0.98 4.91 6.05
MCBS Mid Continent Bancshares Inc. KS 355,525 37,843 37,833 1.05 1.27 8.88 10.74
CKFB CKF Bancorp, Inc. KY 60,038 15,099 15,099 1.30 1.30 4.87 4.84
CLAS Classic Bancshares, Inc. KY 128,361 19,151 16,094 0.43 0.71 2.05 3.40
FFKY First Federal Financial Corp. KY 367,067 49,987 46,842 1.23 1.44 8.76 10.24
FLKY First Lancaster Bancshares KY 36,858 13,689 13,689 0.98 1.25 3.58 4.55
FTSB Fort Thomas Financial Corp. KY 91,109 15,685 15,685 0.51 0.78 2.32 3.57
FKKY Frankfort First Bancorp, Inc. KY 129,911 33,803 33,803 0.66 0.94 2.20 3.12
GWBC Gateway Bancorp, Inc. KY 66,439 17,029 17,029 0.76 1.07 2.99 4.21
GTFN Great Financial Corporation KY 2,897,162 280,454 269,208 0.73 0.71 7.00 6.82
HFFB Harrodsburg First Fin Bancorp KY 107,051 28,636 28,636 0.99 1.31 3.52 4.66
KYF Kentucky First Bancorp, Inc. KY 87,874 15,067 15,067 0.87 1.14 3.88 5.08
SFNB Security First Network Bank KY 110,432 50,521 49,939 -18.24 -14.37 -56.67 -44.64
ANA Acadiana Bancshares, Inc. LA 265,079 46,521 46,521 NA NA NA NA
CZF CitiSave Financial Corp LA 75,635 12,101 12,097 0.78 1.03 4.30 5.69
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
HFGI Harrington Financial Group IN NA NASDAQ 3,256,738 35.01
HBFW Home Bancorp IN 03/30/95 NASDAQ 2,652,613 50.40
HBBI Home Building Bancorp IN 02/08/95 NASDAQ 311,660 6.16
HOMF Home Federal Bancorp IN 01/23/88 NASDAQ 3,351,683 86.31
HWEN Home Financial Bancorp IN 07/02/96 NASDAQ 505,926 6.45
INCB Indiana Community Bank, SB IN 12/15/94 NASDAQ 922,039 13.83
IFSL Indiana Federal Corporation IN 02/04/87 NASDAQ 4,737,130 95.93
LOGN Logansport Financial Corp. IN 06/14/95 NASDAQ 1,256,375 14.13
MARN Marion Capital Holdings IN 03/18/93 NASDAQ 1,843,942 35.50
MFBC MFB Corp. IN 03/25/94 NASDAQ 1,774,017 29.49
NEIB Northeast Indiana Bancorp IN 06/28/95 NASDAQ 1,953,586 25.15
PFDC Peoples Bancorp IN 07/07/87 NASDAQ 2,307,973 46.74
PERM Permanent Bancorp, Inc. IN 04/04/94 NASDAQ 2,082,858 42.18
RIVR River Valley Bancorp IN 12/20/96 NASDAQ NA NA
SOBI Sobieski Bancorp, Inc. IN 03/31/95 NASDAQ 882,232 12.79
FFSL First Independence Corp. KS 10/08/93 NASDAQ 1,057,794 10.97
LARK Landmark Bancshares, Inc. KS 03/28/94 NASDAQ 1,835,996 33.05
MCBS Mid Continent Bancshares Inc. KS 06/27/94 NASDAQ 2,016,750 47.14
CKFB CKF Bancorp, Inc. KY 01/04/95 NASDAQ 927,275 18.78
CLAS Classic Bancshares, Inc. KY 12/29/95 NASDAQ 1,322,500 15.37
FFKY First Federal Financial Corp. KY 07/15/87 NASDAQ 4,182,018 84.69
FLKY First Lancaster Bancshares KY 07/01/96 NASDAQ 958,812 14.02
FTSB Fort Thomas Financial Corp. KY 06/28/95 NASDAQ 1,573,775 23.02
FKKY Frankfort First Bancorp, Inc. KY 07/10/95 NASDAQ 3,440,000 39.13
GWBC Gateway Bancorp, Inc. KY 01/18/95 NASDAQ 1,075,754 15.33
GTFN Great Financial Corporation KY 03/31/94 NASDAQ 14,116,732 411.15
HFFB Harrodsburg First Fin Bancorp KY 10/04/95 NASDAQ 2,030,186 38.32
KYF Kentucky First Bancorp, Inc. KY 08/29/95 AMSE 1,388,625 15.10
SFNB Security First Network Bank KY NA NASDAQ 8,110,007 188.56
ANA Acadiana Bancshares, Inc. LA 07/16/96 AMSE 2,731,250 37.55
CZF CitiSave Financial Corp LA 07/14/95 AMSE 962,207 13.47
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ISBF ISB Financial Corporation LA 685,827 112,314 108,960 0.80 1.08 4.34 5.84
MERI Meritrust Federal SB LA 226,591 17,525 17,525 0.55 0.90 7.36 11.97
TSH Teche Holding Co. LA 388,910 51,607 51,607 0.69 1.01 4.42 6.49
AFCB Affiliated Community Bancorp MA 1,032,213 101,402 100,738 0.88 1.02 8.70 10.09
BFD BostonFed Bancorp, Inc. MA 820,567 86,355 NA 0.40 0.58 3.32 4.79
FAB FirstFed America Bancorp, Inc. MA 971,497 47,731 47,731 NA NA NA NA
ANBK American National Bancorp MD 486,639 44,533 44,533 0.15 0.53 1.44 5.20
EQSB Equitable Federal Savings Bank MD 286,637 14,325 14,325 0.41 0.71 8.08 13.73
FCIT First Citizens Financial Corp. MD 687,196 41,617 41,617 0.48 0.68 7.98 11.21
FFWM First Financial-W. Maryland MD 360,849 42,142 42,142 0.96 1.28 7.84 10.49
HRBF Harbor Federal Bancorp, Inc. MD 218,777 28,206 28,206 0.33 0.59 2.35 4.21
MFSL Maryland Federal Bancorp MD 1,129,756 92,318 90,966 0.53 0.79 6.48 9.60
WSB Washington Savings Bank, FSB MD 255,049 21,007 21,007 0.48 0.83 5.82 10.09
WHGB WHG Bancshares Corp. MD 95,862 22,518 22,518 0.49 0.83 2.29 3.84
MCBN Mid-Coast Bancorp, Inc. ME 57,838 4,975 4,975 0.40 0.64 4.50 7.17
BWFC Bank West Financial Corp. MI 143,186 22,693 22,693 0.77 0.65 4.12 3.50
CFSB CFSB Bancorp, Inc. MI 829,800 62,470 62,470 0.69 0.95 8.54 11.77
DNFC D & N Financial Corp. MI 1,473,054 86,121 85,110 0.67 0.87 11.58 15.14
MSBF MSB Financial, Inc. MI 66,541 12,701 12,701 1.29 1.60 6.07 7.54
MSBK Mutual Savings Bank, FSB MI 664,675 40,495 40,495 -0.02 -0.05 -0.28 -0.90
OFCP Ottawa Financial Corp. MI 827,275 75,351 59,565 0.40 0.81 3.11 6.28
SJSB SJS Bancorp MI 151,369 16,111 16,111 0.16 0.46 1.41 4.15
SFB Standard Federal Bancorp MI 15,650,791 956,773 794,775 0.37 0.87 5.96 13.99
THR Three Rivers Financial Corp. MI 89,271 12,800 12,748 0.53 0.80 3.59 5.35
BDJI First Federal Bancorporation MN 109,729 12,467 12,467 0.32 0.67 2.45 5.16
FFHH FSF Financial Corp. MN 362,373 44,926 44,926 0.58 0.77 4.02 5.34
HMNF HMN Financial, Inc. MN 554,732 82,099 82,099 0.78 0.92 4.82 5.73
MIVI Mississippi View Holding Co. MN 70,329 13,035 13,035 0.68 1.00 3.63 5.35
QCFB QCF Bancorp, Inc. MN 148,321 26,161 26,161 1.24 1.53 6.18 7.65
TCB TCF Financial Corp. MN 7,090,862 549,506 528,766 1.24 1.44 16.13 18.75
WEFC Wells Financial Corp. MN 201,326 28,202 28,202 0.61 0.96 4.21 6.70
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
ISBF ISB Financial Corporation LA 04/07/95 NASDAQ 7,051,260 109.29
MERI Meritrust Federal SB LA NA NASDAQ 774,176 24.48
TSH Teche Holding Co. LA 04/19/95 AMSE 3,437,000 49.41
AFCB Affiliated Community Bancorp MA 10/19/95 NASDAQ 5,149,166 110.06
BFD BostonFed Bancorp, Inc. MA 10/24/95 AMSE 6,260,317 92.34
FAB FirstFed America Bancorp, Inc. MA 01/15/97 AMSE NA NA
ANBK American National Bancorp MD 10/31/95 NASDAQ 3,603,646 42.34
EQSB Equitable Federal Savings Bank MD 09/10/93 NASDAQ 600,000 16.95
FCIT First Citizens Financial Corp. MD 12/17/86 NASDAQ 2,937,860 53.62
FFWM First Financial-W. Maryland MD 02/11/92 NASDAQ 2,167,896 69.37
HRBF Harbor Federal Bancorp, Inc. MD 08/12/94 NASDAQ 1,754,420 27.63
MFSL Maryland Federal Bancorp MD 06/02/87 NASDAQ 3,131,206 104.50
WSB Washington Savings Bank, FSB MD NA AMSE 4,220,206 20.57
WHGB WHG Bancshares Corp. MD 04/01/96 NASDAQ 1,620,062 21.26
MCBN Mid-Coast Bancorp, Inc. ME 11/02/89 NASDAQ 230,171 4.37
BWFC Bank West Financial Corp. MI 03/30/95 NASDAQ 1,819,475 19.33
CFSB CFSB Bancorp, Inc. MI 06/22/90 NASDAQ 4,706,041 91.77
DNFC D & N Financial Corp. MI 02/13/85 NASDAQ 8,348,155 139.83
MSBF MSB Financial, Inc. MI 02/06/95 NASDAQ 647,953 12.31
MSBK Mutual Savings Bank, FSB MI 07/17/92 NASDAQ 4,274,154 23.51
OFCP Ottawa Financial Corp. MI 08/19/94 NASDAQ 5,179,279 84.81
SJSB SJS Bancorp MI 02/16/95 NASDAQ 917,622 23.17
SFB Standard Federal Bancorp MI 01/21/87 NYSE 31,990,098 1819.44
THR Three Rivers Financial Corp. MI 08/24/95 AMSE 851,240 11.92
BDJI First Federal Bancorporation MN 04/04/95 NASDAQ 700,566 12.96
FFHH FSF Financial Corp. MN 10/07/94 NASDAQ 3,230,310 48.86
HMNF HMN Financial, Inc. MN 06/30/94 NASDAQ 4,434,160 80.37
MIVI Mississippi View Holding Co. MN 03/24/95 NASDAQ 854,714 10.26
QCFB QCF Bancorp, Inc. MN 04/03/95 NASDAQ 1,426,200 21.39
TCB TCF Financial Corp. MN 06/17/86 NYSE 34,757,105 1511.93
WEFC Wells Financial Corp. MN 04/11/95 NASDAQ 2,078,125 27.28
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CMRN Cameron Financial Corp MO 191,879 47,445 47,445 1.15 1.42 4.39 5.42
CAPS Capital Savings Bancorp, Inc. MO 235,687 19,949 19,949 0.63 0.91 6.65 9.71
CBES CBES Bancorp, Inc. MO 91,672 17,317 17,317 NA NA NA NA
CNSB CNS Bancorp, Inc. MO 98,898 24,129 24,129 NA NA NA NA
FBSI First Bancshares, Inc. MO 157,014 23,160 23,125 0.83 1.03 5.19 6.46
FTNB Fulton Bancorp, Inc. MO 99,462 24,685 24,685 NA NA NA NA
GSBC Great Southern Bancorp, Inc. MO 669,483 60,170 60,170 1.42 1.60 14.24 16.04
HFSA Hardin Bancorp, Inc. MO 97,015 14,316 14,316 0.49 0.82 2.82 4.70
JSBA Jefferson Savings Bancorp MO 1,128,339 81,681 67,311 0.23 0.60 3.21 8.43
JOAC Joachim Bancorp, Inc. MO 35,110 10,701 10,701 0.49 0.77 1.66 2.60
LXMO Lexington B&L Financial Corp. MO 61,650 19,012 19,012 NA NA NA NA
MBLF MBLA Financial Corp. MO 208,898 28,424 28,424 0.66 0.84 4.86 6.13
NASB North American Savings Bank MO 711,088 51,149 49,277 1.13 1.17 15.19 15.73
NSLB NS&L Bancorp, Inc. MO 58,394 12,263 12,263 0.51 0.73 2.29 3.27
PCBC Perry County Financial Corp. MO 80,408 15,162 15,162 0.71 0.96 3.69 4.96
RFED Roosevelt Financial Group MO 7,796,412 497,427 471,486 0.11 0.86 1.87 15.27
SMFC Sho-Me Financial Corp. MO 298,037 30,032 30,032 0.79 0.97 7.14 8.77
SMBC Southern Missouri Bancorp, Inc MO 159,653 25,813 NA 0.74 1.02 4.56 6.26
CFTP Community Federal Bancorp MS 206,023 68,884 68,884 1.27 1.53 4.26 5.15
FFBS FFBS BanCorp, Inc. MS 127,125 24,645 24,645 1.13 1.44 5.72 7.31
MGNL Magna Bancorp, Inc. MS 1,341,985 130,267 125,061 1.37 1.68 13.90 17.01
EFBC Empire Federal Bancorp, Inc. MT 86,810 15,876 15,876 0.72 0.72 3.99 3.99
GBCI Glacier Bancorp, Inc. MT 412,042 38,926 38,889 1.36 1.53 14.25 16.00
UBMT United Financial Corp. MT 107,945 24,320 24,320 1.20 1.45 5.24 6.34
WSTR WesterFed Financial Corp. MT 563,617 79,506 79,506 0.61 0.85 4.47 6.16
CFNC Carolina Fincorp, Inc. NC 107,170 26,031 26,031 NA NA NA NA
CENB Century Bancorp, Inc. NC 98,115 29,531 29,531 NA NA NA NA
COOP Cooperative Bankshares, Inc. NC 341,300 25,470 25,470 -0.98 0.02 -12.66 0.23
SOPN First Savings Bancorp, Inc. NC 265,888 66,498 66,498 1.34 1.63 5.18 6.31
GSFC Green Street Financial Corp. NC 176,179 62,514 62,514 1.31 1.61 4.79 5.87
HFNC HFNC Financial Corp. NC 901,613 251,380 251,380 1.21 1.46 3.87 4.67
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
CMRN Cameron Financial Corp MO 04/03/95 NASDAQ 2,849,280 45.59
CAPS Capital Savings Bancorp, Inc. MO 12/29/93 NASDAQ 1,891,800 24.59
CBES CBES Bancorp, Inc. MO 09/30/96 NASDAQ 1,024,958 14.61
CNSB CNS Bancorp, Inc. MO 06/12/96 NASDAQ 1,653,125 21.49
FBSI First Bancshares, Inc. MO 12/22/93 NASDAQ 1,195,076 19.87
FTNB Fulton Bancorp, Inc. MO 10/18/96 NASDAQ 1,719,250 26.43
GSBC Great Southern Bancorp, Inc. MO 12/14/89 NASDAQ 8,176,703 145.65
HFSA Hardin Bancorp, Inc. MO 09/29/95 NASDAQ 954,845 11.94
JSBA Jefferson Savings Bancorp MO 04/08/93 NASDAQ 4,181,795 94.09
JOAC Joachim Bancorp, Inc. MO 12/28/95 NASDAQ 760,437 11.03
LXMO Lexington B&L Financial Corp. MO 06/06/96 NASDAQ 1,265,000 17.08
MBLF MBLA Financial Corp. MO 06/24/93 NASDAQ 1,338,861 25.44
NASB North American Savings Bank MO 09/27/85 NASDAQ 2,263,523 70.74
NSLB NS&L Bancorp, Inc. MO 06/08/95 NASDAQ 759,082 10.34
PCBC Perry County Financial Corp. MO 02/13/95 NASDAQ 827,166 14.06
RFED Roosevelt Financial Group MO 01/23/87 NASDAQ 44,182,925 927.84
SMFC Sho-Me Financial Corp. MO 07/01/94 NASDAQ 1,453,939 31.62
SMBC Southern Missouri Bancorp, Inc MO 04/13/94 NASDAQ 1,637,813 24.57
CFTP Community Federal Bancorp MS 03/26/96 NASDAQ 4,282,339 72.80
FFBS FFBS BanCorp, Inc. MS 07/01/93 NASDAQ 1,565,595 36.01
MGNL Magna Bancorp, Inc. MS 03/13/91 NASDAQ 13,741,018 240.47
EFBC Empire Federal Bancorp, Inc. MT 01/27/97 NASDAQ NA NA
GBCI Glacier Bancorp, Inc. MT 03/30/84 NASDAQ 3,374,282 80.98
UBMT United Financial Corp. MT 09/23/86 NASDAQ 1,223,312 22.63
WSTR WesterFed Financial Corp. MT 01/10/94 NASDAQ 4,397,156 80.25
CFNC Carolina Fincorp, Inc. NC 11/25/96 NASDAQ 1,851,500 24.76
CENB Century Bancorp, Inc. NC 12/23/96 NASDAQ 407,330 26.48
COOP Cooperative Bankshares, Inc. NC 08/21/91 NASDAQ 1,491,698 30.21
SOPN First Savings Bancorp, Inc. NC 01/06/94 NASDAQ 3,689,000 69.17
GSFC Green Street Financial Corp. NC 04/04/96 NASDAQ 4,298,125 66.62
HFNC HFNC Financial Corp. NC 12/29/95 NASDAQ 17,192,500 307.32
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
KSAV KS Bancorp, Inc. NC 100,840 13,721 13,711 0.88 1.18 5.94 7.92
MBSP Mitchell Bancorp, Inc. NC 34,203 14,898 14,898 NA NA NA NA
PDB Piedmont Bancorp, Inc. NC 125,086 19,631 19,631 -0.21 0.86 -0.77 3.17
SSB Scotland Bancorp, Inc NC 68,067 25,096 25,096 1.31 1.62 3.86 4.75
SSFC South Street Financial Corp. NC 228,523 60,848 60,848 NA NA NA NA
SSM Stone Street Bancorp, Inc. NC 106,373 37,381 37,381 NA NA NA NA
UFRM United Federal Savings Bank NC 263,582 19,736 19,736 0.27 0.49 3.38 6.13
CFB Commercial Federal Corporation NE 6,868,213 394,722 346,989 0.65 0.92 10.90 15.48
EBCP Eastern Bancorp NH 866,018 64,778 61,345 0.39 0.57 5.04 7.45
NHTB New Hampshire Thrift Bncshrs NH 264,016 19,201 19,201 0.40 0.60 5.25 7.87
FBER 1st Bergen Bancorp NJ 247,072 41,235 41,235 0.30 0.63 1.91 3.96
COFD Collective Bancorp, Inc. NJ 5,543,924 376,262 337,968 0.91 1.12 13.07 16.04
FSPG First Home Bancorp, Inc. NJ 498,399 32,645 32,014 0.90 0.99 13.77 15.17
FMCO FMS Financial Corporation NJ 541,710 33,826 33,013 0.58 0.91 9.05 14.22
IBSF IBS Financial Corp. NJ 752,798 131,447 131,447 0.58 0.93 2.94 4.73
LVSB Lakeview Financial NJ 471,799 47,828 38,312 1.43 0.90 13.98 8.81
LFBI Little Falls Bancorp, Inc. NJ 280,601 41,767 38,460 0.15 0.42 1.36 3.71
OCFC Ocean Financial Corp. NJ 1,303,865 252,789 252,789 -0.15 0.90 -1.03 6.24
PBCI Pamrapo Bancorp, Inc. NJ 362,910 53,509 53,085 0.81 1.21 5.25 7.87
PFSB PennFed Financial Services,Inc NJ 1,213,679 91,749 74,585 0.55 0.83 6.39 9.71
PULS Pulse Bancorp NJ 509,690 39,605 39,605 0.72 1.09 7.60 11.41
SFIN Statewide Financial Corp. NJ 662,067 65,357 65,198 0.38 0.87 3.41 7.88
WYNE Wayne Bancorp, Inc. NJ 239,611 35,925 35,925 NA NA NA NA
WWFC Westwood Financial Corporation NJ 105,095 9,740 8,585 NA NA NA NA
AABC Access Anytime Bancorp, Inc. NM 108,912 4,991 4,991 -0.57 -0.22 -12.00 -4.61
GUPB GFSB Bancorp, Inc. NM 81,775 14,545 14,545 0.76 0.97 3.68 4.67
AFED AFSALA Bancorp, Inc. NY 149,846 20,917 20,861 NA NA NA NA
ALBK ALBANK Financial Corporation NY 3,506,136 319,125 275,643 0.77 0.97 8.20 10.30
ALBC Albion Banc Corp. NY 59,860 5,767 5,767 -0.10 0.20 -1.00 1.91
ASFC Astoria Financial Corporation NY 7,272,763 588,829 488,562 0.53 0.73 6.38 8.82
BFSI BFS Bankorp, Inc. NY 650,514 52,211 52,211 1.47 1.81 18.45 22.84
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
KSAV KS Bancorp, Inc. NC 12/30/93 NASDAQ 663,263 13.18
MBSP Mitchell Bancorp, Inc. NC 07/12/96 NASDAQ 979,897 13.96
PDB Piedmont Bancorp, Inc. NC 12/08/95 AMSE 2,750,800 28.88
SSB Scotland Bancorp, Inc NC 04/01/96 AMSE 1,840,000 25.99
SSFC South Street Financial Corp. NC 10/03/96 NASDAQ 4,496,500 62.95
SSM Stone Street Bancorp, Inc. NC 04/01/96 AMSE 1,825,050 32.85
UFRM United Federal Savings Bank NC 07/01/80 NASDAQ 3,065,064 23.75
CFB Commercial Federal Corporation NE 12/31/84 NYSE 21,490,460 687.69
EBCP Eastern Bancorp NH 11/17/83 NASDAQ 3,671,234 86.27
NHTB New Hampshire Thrift Bncshrs NH 05/22/86 NASDAQ 1,698,136 21.01
FBER 1st Bergen Bancorp NJ 04/01/96 NASDAQ 3,015,300 34.68
COFD Collective Bancorp, Inc. NJ 02/07/84 NASDAQ 20,391,308 716.24
FSPG First Home Bancorp, Inc. NJ 04/20/87 NASDAQ 2,708,426 37.58
FMCO FMS Financial Corporation NJ 12/14/88 NASDAQ 2,392,707 43.67
IBSF IBS Financial Corp. NJ 10/13/94 NASDAQ 9,935,905 155.25
LVSB Lakeview Financial NJ 12/22/93 NASDAQ 2,418,643 74.37
LFBI Little Falls Bancorp, Inc. NJ 01/05/96 NASDAQ 2,889,663 33.23
OCFC Ocean Financial Corp. NJ 07/03/96 NASDAQ 9,059,124 231.01
PBCI Pamrapo Bancorp, Inc. NJ 11/14/89 NASDAQ 3,155,964 63.12
PFSB PennFed Financial Services,Inc NJ 07/15/94 NASDAQ 4,820,720 97.62
PULS Pulse Bancorp NJ 09/18/86 NASDAQ 3,050,048 48.04
SFIN Statewide Financial Corp. NJ 10/02/95 NASDAQ 4,994,545 65.55
WYNE Wayne Bancorp, Inc. NJ 06/27/96 NASDAQ 2,231,383 30.68
WWFC Westwood Financial Corporation NJ 06/07/96 NASDAQ 646,672 10.67
AABC Access Anytime Bancorp, Inc. NM 08/08/86 NASDAQ 732,198 4.39
GUPB GFSB Bancorp, Inc. NM 06/30/95 NASDAQ 901,313 14.31
AFED AFSALA Bancorp, Inc. NY 10/01/96 NASDAQ 1,454,750 17.46
ALBK ALBANK Financial Corporation NY 04/01/92 NASDAQ 12,910,763 405.08
ALBC Albion Banc Corp. NY 07/26/93 NASDAQ 250,051 4.13
ASFC Astoria Financial Corporation NY 11/18/93 NASDAQ 21,472,886 791.81
BFSI BFS Bankorp, Inc. NY 05/12/88 NASDAQ 1,658,237 81.67
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CARV Carver Bancorp, Inc. NY 372,147 34,902 33,393 -0.03 0.24 -0.28 2.56
FIBC Financial Bancorp, Inc. NY 259,104 25,758 25,619 0.50 0.87 4.78 8.34
HAVN Haven Bancorp, Inc. NY 1,583,545 99,384 NA 0.62 0.89 9.83 14.08
LISB Long Island Bancorp, Inc. NY 5,759,340 525,687 520,531 0.63 0.74 6.22 7.35
NYB New York Bancorp Inc. NY 3,122,017 159,050 159,050 1.22 1.33 21.81 23.89
PEEK Peekskill Financial Corp. NY 187,534 48,919 48,919 1.13 1.44 3.78 4.79
PKPS Poughkeepsie Savings Bank, FS NY 858,690 71,668 71,668 0.17 0.43 2.02 5.07
RELY Reliance Bancorp, Inc. NY 1,878,184 155,460 108,305 0.52 0.78 6.00 9.07
SFED SFS Bancorp, Inc. NY 166,030 21,174 21,174 0.45 0.80 3.22 5.79
TPNZ Tappan Zee Financial, Inc. NY 116,726 21,257 21,257 0.71 0.96 3.82 5.13
YFCB Yonkers Financial Corporation NY 262,118 43,592 43,592 0.74 1.05 4.48 6.37
ASBP ASB Financial Corp. OH 111,824 17,563 17,563 0.60 0.86 2.72 3.89
CAFI Camco Financial Corp. OH 469,449 45,013 41,312 0.79 0.88 9.19 10.26
COFI Charter One Financial OH 13,904,563 928,693 860,872 0.94 1.21 13.89 17.74
CTZN CitFed Bancorp, Inc. OH 2,918,160 184,944 163,900 0.51 0.77 7.68 11.51
CIBI Community Investors Bancorp OH 95,787 10,913 10,913 0.64 0.97 4.99 7.58
DCBI Delphos Citizens Bancorp, Inc. OH 106,608 29,923 29,923 NA NA NA NA
EFBI Enterprise Federal Bancorp OH 246,397 31,215 31,172 0.68 0.75 4.71 5.14
FFDF FFD Financial Corp. OH 86,159 21,403 21,403 0.76 0.99 3.61 4.73
FFYF FFY Financial Corp. OH 582,331 83,342 83,342 0.84 1.25 4.74 7.06
FFOH Fidelity Financial of Ohio OH 499,918 66,712 58,390 0.53 0.98 3.16 5.86
FDEF First Defiance Financial OH 543,411 116,565 116,565 0.78 1.07 3.26 4.43
FFBZ First Federal Bancorp, Inc. OH 189,065 14,337 14,319 0.77 1.04 10.08 13.62
FFHS First Franklin Corporation OH 222,302 19,730 19,576 0.13 0.60 1.35 6.41
FFSW FirstFederal Financial Svcs OH 1,110,723 82,384 71,473 0.92 1.00 11.57 12.57
GFCO Glenway Financial Corp. OH 278,721 26,837 26,365 0.31 0.63 3.28 6.62
HHFC Harvest Home Financial Corp. OH 83,659 10,399 10,399 0.21 0.51 1.36 3.27
HVFD Haverfield Corporation OH 346,856 28,352 28,331 0.44 0.86 5.21 10.12
HCFC Home City Financial Corp. OH 68,140 13,983 13,983 NA NA NA NA
INBI Industrial Bancorp OH 326,613 62,104 62,104 0.75 1.29 3.62 6.27
LONF London Financial Corporation OH 37,313 7,992 7,992 0.75 1.09 3.77 5.47
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
CARV Carver Bancorp, Inc. NY 10/25/94 NASDAQ 2,314,375 19.09
FIBC Financial Bancorp, Inc. NY 08/17/94 NASDAQ 1,747,686 26.22
HAVN Haven Bancorp, Inc. NY 09/23/93 NASDAQ 4,325,407 123.81
LISB Long Island Bancorp, Inc. NY 04/18/94 NASDAQ 24,458,346 856.04
NYB New York Bancorp Inc. NY 01/28/88 NYSE 16,569,681 428.04
PEEK Peekskill Financial Corp. NY 12/29/95 NASDAQ 3,378,134 48.14
PKPS Poughkeepsie Savings Bank, FS NY 11/19/85 NASDAQ 12,591,825 66.11
RELY Reliance Bancorp, Inc. NY 03/31/94 NASDAQ 8,824,739 172.08
SFED SFS Bancorp, Inc. NY 06/30/95 NASDAQ 1,278,472 17.74
TPNZ Tappan Zee Financial, Inc. NY 10/05/95 NASDAQ 1,539,062 20.97
YFCB Yonkers Financial Corporation NY 04/18/96 NASDAQ 3,172,250 40.84
ASBP ASB Financial Corp. OH 05/11/95 NASDAQ 1,721,412 22.38
CAFI Camco Financial Corp. OH NA NASDAQ 3,062,893 48.62
COFI Charter One Financial OH 01/22/88 NASDAQ 46,442,723 1950.59
CTZN CitFed Bancorp, Inc. OH 01/23/92 NASDAQ 8,584,392 283.28
CIBI Community Investors Bancorp OH 02/07/95 NASDAQ 632,946 10.76
DCBI Delphos Citizens Bancorp, Inc. OH 11/21/96 NASDAQ 2,038,719 24.46
EFBI Enterprise Federal Bancorp OH 10/17/94 NASDAQ 2,025,828 29.37
FFDF FFD Financial Corp. OH 04/03/96 NASDAQ 1,454,750 19.28
FFYF FFY Financial Corp. OH 06/28/93 NASDAQ 4,318,859 109.32
FFOH Fidelity Financial of Ohio OH 03/04/96 NASDAQ 5,593,969 64.33
FDEF First Defiance Financial OH 10/02/95 NASDAQ 9,470,877 117.20
FFBZ First Federal Bancorp, Inc. OH 07/13/92 NASDAQ 1,571,716 25.15
FFHS First Franklin Corporation OH 01/26/88 NASDAQ 1,156,434 19.08
FFSW FirstFederal Financial Svcs OH 03/31/87 NASDAQ 3,612,349 109.27
GFCO Glenway Financial Corp. OH 11/30/90 NASDAQ 1,187,369 24.34
HHFC Harvest Home Financial Corp. OH 10/10/94 NASDAQ 934,857 9.11
HVFD Haverfield Corporation OH 03/19/85 NASDAQ 1,906,349 36.46
HCFC Home City Financial Corp. OH 12/30/96 NASDAQ 876,024 11.61
INBI Industrial Bancorp OH 08/01/95 NASDAQ 5,504,500 70.18
LONF London Financial Corporation OH 04/01/96 NASDAQ 529,000 7.47
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
METF Metropolitan Financial Corp. OH 719,968 25,536 22,507 NA NA NA NA
MFFC Milton Federal Financial Corp. OH 175,707 27,092 27,092 0.61 0.78 3.24 4.11
OHSL OHSL Financial Corp. OH 217,627 25,167 25,167 0.57 0.85 4.60 6.85
PFFC Peoples Financial Corp. OH 89,242 24,105 24,105 0.29 0.62 1.55 3.38
PTRS Potters Financial Corp. OH 125,497 10,301 10,301 0.03 0.40 0.27 4.19
PVFC PVF Capital Corp. OH 347,577 23,797 23,797 0.99 1.31 14.87 19.59
SFSL Security First Corp. OH 624,296 57,671 56,617 0.94 1.28 9.99 13.66
SSBK Strongsville Savings Bank OH 567,490 43,159 42,373 0.68 0.85 8.38 10.51
SBCN Suburban Bancorporation, Inc. OH 218,734 25,831 25,831 0.19 0.58 1.50 4.62
WOFC Western Ohio Financial Corp. OH 347,704 53,223 49,994 0.52 0.49 2.63 2.47
WEHO Westwood Homestead Fin. Corp. OH 119,951 39,982 39,982 0.34 0.67 1.71 3.35
WFCO Winton Financial Corp. OH 292,264 21,379 20,870 0.67 0.83 8.96 11.14
FFWD Wood Bancorp, Inc. OH 159,693 20,412 20,412 0.92 1.16 6.68 8.45
KFBI Klamath First Bancorp OR 673,094 152,559 152,559 0.91 1.31 3.55 5.15
CVAL Chester Valley Bancorp Inc. PA 290,173 25,680 25,680 0.61 0.90 6.72 9.91
CMSB Commonwealth Bancorp, Inc. PA 2,119,961 231,924 180,704 0.51 0.71 4.97 6.99
FSBI Fidelity Bancorp, Inc. PA 320,336 23,135 23,135 0.50 0.81 6.98 11.40
FBBC First Bell Bancorp, Inc. PA 656,183 86,433 86,433 1.30 1.52 6.75 7.89
FKFS First Keystone Financial PA 310,695 23,298 23,298 0.48 0.75 5.93 9.28
SHEN First Shenango Bancorp, Inc. PA 405,785 43,054 43,054 0.82 1.07 6.43 8.44
GAF GA Financial, Inc. PA 634,048 122,404 122,404 1.00 1.12 5.21 5.84
HARL Harleysville Savings Bank PA 324,230 20,392 20,392 0.62 0.94 9.33 14.14
LARL Laurel Capital Group, Inc. PA 202,474 21,685 21,685 1.11 1.42 10.45 13.41
MLBC ML Bancorp, Inc. PA 1,875,091 141,163 137,662 0.71 0.65 9.21 8.38
PVSA Parkvale Financial Corporation PA 945,302 71,065 70,410 0.77 1.06 10.67 14.64
PBIX Patriot Bank Corp. PA 489,558 51,401 51,401 0.40 0.67 3.05 5.10
PWBC PennFirst Bancorp, Inc. PA 698,735 51,543 47,068 0.41 0.59 5.47 7.92
PWBK Pennwood Savings Bank PA 46,707 9,378 9,378 0.53 0.88 3.54 5.94
PHFC Pittsburgh Home Financial Corp PA 218,693 28,422 28,095 0.52 0.77 4.34 6.43
PRBC Prestige Bancorp, Inc. PA 114,640 15,430 15,430 0.15 0.47 1.23 3.96
PSAB Prime Bancorp, Inc. PA 926,071 70,516 NA 0.46 0.80 5.75 10.01
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
METF Metropolitan Financial Corp. OH NA NASDAQ 3,125,635 NA
MFFC Milton Federal Financial Corp. OH 10/07/94 NASDAQ 2,204,851 31.97
OHSL OHSL Financial Corp. OH 02/10/93 NASDAQ 1,222,879 23.85
PFFC Peoples Financial Corp. OH 09/13/96 NASDAQ 1,491,012 20.13
PTRS Potters Financial Corp. OH 12/31/93 NASDAQ 506,169 7.97
PVFC PVF Capital Corp. OH 12/30/92 NASDAQ 2,323,338 36.59
SFSL Security First Corp. OH 01/22/88 NASDAQ 4,973,820 90.15
SSBK Strongsville Savings Bank OH NA NASDAQ 2,530,800 56.94
SBCN Suburban Bancorporation, Inc. OH 09/30/93 NASDAQ 1,474,932 22.49
WOFC Western Ohio Financial Corp. OH 07/29/94 NASDAQ 2,186,669 43.19
WEHO Westwood Homestead Fin. Corp. OH 09/30/96 NASDAQ 2,843,375 34.48
WFCO Winton Financial Corp. OH 08/04/88 NASDAQ 1,986,152 22.84
FFWD Wood Bancorp, Inc. OH 08/31/93 NASDAQ 1,492,636 25.37
KFBI Klamath First Bancorp OR 10/05/95 NASDAQ 10,002,360 157.54
CVAL Chester Valley Bancorp Inc. PA 03/27/87 NASDAQ 1,633,885 30.23
CMSB Commonwealth Bancorp, Inc. PA 06/17/96 NASDAQ 17,953,613 269.30
FSBI Fidelity Bancorp, Inc. PA 06/24/88 NASDAQ 1,380,977 27.62
FBBC First Bell Bancorp, Inc. PA 06/29/95 NASDAQ 7,758,150 102.80
FKFS First Keystone Financial PA 01/26/95 NASDAQ 1,292,500 24.88
SHEN First Shenango Bancorp, Inc. PA 04/06/93 NASDAQ 2,059,910 46.35
GAF GA Financial, Inc. PA 03/26/96 AMSE 8,455,000 127.88
HARL Harleysville Savings Bank PA 08/04/87 NASDAQ 1,628,529 25.73
LARL Laurel Capital Group, Inc. PA 02/20/87 NASDAQ 1,515,385 25.00
MLBC ML Bancorp, Inc. PA 08/11/94 NASDAQ 11,663,510 164.75
PVSA Parkvale Financial Corporation PA 07/16/87 NASDAQ 4,046,017 105.20
PBIX Patriot Bank Corp. PA 12/04/95 NASDAQ 4,457,447 53.86
PWBC PennFirst Bancorp, Inc. PA 06/13/90 NASDAQ 3,901,780 53.16
PWBK Pennwood Savings Bank PA 07/15/96 NASDAQ 610,128 8.39
PHFC Pittsburgh Home Financial Corp PA 04/01/96 NASDAQ 2,073,019 27.73
PRBC Prestige Bancorp, Inc. PA 06/27/96 NASDAQ 963,023 13.00
PSAB Prime Bancorp, Inc. PA 11/21/88 NASDAQ 5,291,157 108.47
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PFNC Progress Financial Corporation PA 383,981 19,954 17,294 0.35 0.44 6.58 8.41
SVRN Sovereign Bancorp, Inc. PA 9,433,154 475,815 364,358 0.58 0.74 11.34 14.48
THRD TF Financial Corporation PA 647,853 72,575 63,343 0.61 0.82 4.74 6.35
THBC Troy Hill Bancorp, Inc. PA 102,628 18,466 18,466 1.03 1.19 5.10 5.93
WVFC WVS Financial Corporation PA 275,920 35,105 35,105 1.06 1.33 7.78 9.75
YFED York Financial Corp. PA 1,160,035 94,529 94,529 0.55 0.73 6.57 8.72
AMFB American Federal Bank, FSB SC 1,394,874 108,255 100,060 1.04 1.30 12.99 16.17
CFCP Coastal Financial Corp. SC 453,955 28,928 28,928 0.88 0.95 14.38 15.47
FFCH First Financial Holdings Inc. SC 1,582,274 96,305 96,305 0.52 0.82 8.24 12.83
FSFC First Southeast Financial Corp SC 326,013 33,761 33,761 -0.01 0.86 -0.08 5.83
PALM Palfed, Inc. SC 665,257 51,823 NA 0.02 0.49 0.22 6.20
SCCB S. Carolina Community Bancshrs SC 45,919 11,889 11,889 0.90 1.19 3.21 4.22
HFFC HF Financial Corp. SD 552,735 51,182 51,045 0.61 0.78 6.67 8.55
TWIN Twin City Bancorp TN 105,263 13,384 13,384 0.62 0.86 4.69 6.49
BNKU Bank United Corp. TX 11,059,646 545,148 529,541 1.13 1.10 17.47 17.04
CBSA Coastal Bancorp, Inc. TX 2,875,907 94,148 78,552 0.25 0.39 7.48 11.89
ETFS East Texas Financial Services TX 113,435 21,089 21,089 0.35 0.66 1.83 3.46
FBHC Fort Bend Holding Corp. TX 278,532 17,906 16,565 0.23 0.53 3.47 7.85
LOAN Horizon Bancorp TX 148,898 11,816 11,468 1.10 1.01 12.64 11.62
JXVL Jacksonville Bancorp, Inc. TX 218,277 34,717 34,717 0.78 1.11 5.14 7.28
BFSB Bedford Bancshares, Inc. VA 129,601 18,478 18,478 1.06 1.36 7.02 8.95
CNIT CENIT Bancorp, Inc. VA 685,962 48,274 43,971 0.40 0.62 5.61 8.57
CFFC Community Financial Corp. VA 166,664 22,958 22,958 1.04 1.31 7.50 9.44
ESX Essex Bancorp, Inc. VA 171,498 14,834 14,597 -2.57 -1.56 -38.94 -23.61
FFFC FFVA Financial Corp. VA 533,826 74,481 72,873 1.05 1.29 6.68 8.26
VABF First Coastal Bank VA 606,138 40,827 40,827 0.09 0.30 1.39 4.76
GSLC Guaranty Financial Corp. VA 116,177 6,639 6,639 0.46 0.43 7.77 7.27
LIFB Life Bancorp, Inc. VA 1,419,762 150,938 146,135 0.68 0.91 5.52 7.31
VFFC Virginia First Financial Corp. VA 808,545 63,469 61,117 1.42 0.75 17.69 9.36
CASB Cascade Financial Corp. WA 348,050 21,223 21,223 0.51 0.53 8.16 8.52
FWWB First SB of Washington Bancorp WA 977,075 147,866 135,853 1.05 1.19 5.71 6.48
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
PFNC Progress Financial Corporation PA 07/18/83 NASDAQ 3,744,317 31.36
SVRN Sovereign Bancorp, Inc. PA 08/12/86 NASDAQ 59,641,313 652.36
THRD TF Financial Corporation PA 07/13/94 NASDAQ 4,281,386 69.57
THBC Troy Hill Bancorp, Inc. PA 06/27/94 NASDAQ 1,067,917 21.36
WVFC WVS Financial Corporation PA 11/29/93 NASDAQ 1,736,960 42.77
YFED York Financial Corp. PA 02/01/84 NASDAQ 6,792,435 110.38
AMFB American Federal Bank, FSB SC 01/19/89 NASDAQ 10,955,485 193.09
CFCP Coastal Financial Corp. SC 09/26/90 NASDAQ 3,452,112 72.49
FFCH First Financial Holdings Inc. SC 11/10/83 NASDAQ 6,301,141 141.78
FSFC First Southeast Financial Corp SC 10/08/93 NASDAQ 4,388,231 41.14
PALM Palfed, Inc. SC 12/15/85 NASDAQ 5,227,739 73.19
SCCB S. Carolina Community Bancshrs SC 07/07/94 NASDAQ 705,410 10.58
HFFC HF Financial Corp. SD 04/08/92 NASDAQ 2,910,116 50.38
TWIN Twin City Bancorp TN 01/04/95 NASDAQ 853,484 14.72
BNKU Bank United Corp. TX NA NASDAQ 31,595,596 845.18
CBSA Coastal Bancorp, Inc. TX NA NASDAQ 4,966,941 113.62
ETFS East Texas Financial Services TX 01/10/95 NASDAQ 1,079,285 17.67
FBHC Fort Bend Holding Corp. TX 06/30/93 NASDAQ 820,376 20.92
LOAN Horizon Bancorp TX NA NASDAQ 1,386,757 24.96
JXVL Jacksonville Bancorp, Inc. TX 04/01/96 NASDAQ 2,638,265 38.58
BFSB Bedford Bancshares, Inc. VA 08/22/94 NASDAQ 1,143,669 20.16
CNIT CENIT Bancorp, Inc. VA 08/06/92 NASDAQ 1,633,438 64.52
CFFC Community Financial Corp. VA 03/30/88 NASDAQ 1,272,348 26.40
ESX Essex Bancorp, Inc. VA NA AMSE 1,052,637 2.37
FFFC FFVA Financial Corp. VA 10/12/94 NASDAQ 4,692,552 96.20
VABF First Coastal Bank VA 11/01/80 NASDAQ 4,970,307 46.91
GSLC Guaranty Financial Corp. VA NA NASDAQ 924,008 8.09
LIFB Life Bancorp, Inc. VA 10/11/94 NASDAQ 9,846,840 177.24
VFFC Virginia First Financial Corp. VA 01/01/78 NASDAQ 5,774,855 73.63
CASB Cascade Financial Corp. WA 09/16/92 NASDAQ 2,052,931 33.10
FWWB First SB of Washington Bancorp WA 11/01/95 NASDAQ 10,569,082 194.21
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
IWBK InterWest Bancorp, Inc. WA 1,703,244 116,072 113,268 0.81 1.09 11.92 15.98
STSA Sterling Financial Corp. WA 1,536,344 89,220 NA 0.16 0.41 2.74 6.90
WFSL Washington Federal, Inc. WA 5,869,259 663,959 594,870 1.64 1.82 13.93 15.45
AADV Advantage Bancorp, Inc. WI 1,031,221 90,160 83,524 0.32 0.83 3.42 8.78
ABCW Anchor BanCorp Wisconsin WI 1,869,211 115,238 112,408 0.72 0.96 11.06 14.66
FCBF FCB Financial Corp. WI 268,528 47,008 47,008 0.91 1.09 5.09 6.09
FFEC First Fed Bncshrs Eau Clair WI 724,074 99,874 96,223 0.66 0.84 4.72 5.99
FTFC First Federal Capital Corp. WI 1,469,422 93,175 87,850 0.71 0.78 10.18 11.21
FFHC First Financial Corp. WI 5,700,431 410,511 397,772 0.90 1.26 12.31 17.23
FNGB First Northern Capital Corp. WI 615,503 70,224 70,224 0.56 0.85 4.61 6.97
HALL Hallmark Capital Corp. WI 396,808 28,074 28,074 0.43 0.58 5.81 7.75
MWFD Midwest Federal Financial WI 194,707 16,340 15,621 1.04 1.02 11.26 10.99
NWEQ Northwest Equity Corp. WI 96,518 11,827 11,827 0.76 0.97 5.88 7.47
OSBF OSB Financial Corp. WI 255,105 31,756 31,756 0.52 0.73 4.17 5.82
RELI Reliance Bancshares, Inc. WI 44,605 22,336 NA NA NA NA NA
SECP Security Capital Corporation WI 3,657,959 568,213 568,213 0.99 1.28 6.02 7.76
STFR St. Francis Capital Corp. WI 1,409,316 125,910 119,585 0.72 0.74 7.31 7.60
AFBC Advance Financial Bancorp WV 100,209 15,740 15,740 NA NA NA NA
FOBC Fed One Bancorp WV 341,897 39,974 38,003 0.69 0.98 5.70 8.11
CRZY Crazy Woman Creek Bancorp WY 52,593 15,652 15,652 0.83 1.09 2.86 3.72
TRIC Tri-County Bancorp, Inc. WY 85,888 13,146 13,146 0.71 0.95 4.87 6.50
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
IWBK InterWest Bancorp, Inc. WA NA NASDAQ 8,000,756 258.02
STSA Sterling Financial Corp. WA NA NASDAQ 5,539,178 78.24
WFSL Washington Federal, Inc. WA 11/17/82 NASDAQ 47,450,146 1143.12
AADV Advantage Bancorp, Inc. WI 03/23/92 NASDAQ 3,275,135 105.62
ABCW Anchor BanCorp Wisconsin WI 07/16/92 NASDAQ 4,620,962 165.20
FCBF FCB Financial Corp. WI 09/24/93 NASDAQ 2,459,614 45.50
FFEC First Fed Bncshrs Eau Clair WI 10/12/94 NASDAQ 6,855,379 125.11
FTFC First Federal Capital Corp. WI 11/02/89 NASDAQ 6,168,777 138.80
FFHC First Financial Corp. WI 12/24/80 NASDAQ 36,802,484 901.66
FNGB First Northern Capital Corp. WI 12/29/83 NASDAQ 4,387,429 71.30
HALL Hallmark Capital Corp. WI 01/03/94 NASDAQ 1,442,950 25.61
MWFD Midwest Federal Financial WI 07/08/92 NASDAQ 1,603,980 30.07
NWEQ Northwest Equity Corp. WI 10/11/94 NASDAQ 929,267 11.27
OSBF OSB Financial Corp. WI 07/01/92 NASDAQ 1,160,134 31.61
RELI Reliance Bancshares, Inc. WI 04/19/96 NASDAQ 2,528,499 17.07
SECP Security Capital Corporation WI 01/03/94 NASDAQ 9,202,665 678.70
STFR St. Francis Capital Corp. WI 06/21/93 NASDAQ 5,356,064 139.26
AFBC Advance Financial Bancorp WV 01/02/97 NASDAQ NA NA
FOBC Fed One Bancorp WV 01/19/95 NASDAQ 2,458,699 38.72
CRZY Crazy Woman Creek Bancorp WY 03/29/96 NASDAQ 1,058,000 12.70
TRIC Tri-County Bancorp, Inc. WY 09/30/93 NASDAQ 608,749 10.96
</TABLE>
<PAGE>
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED INSTITUTIONS
(EXCLUDING MUTUAL HOLDING COMPANIES)
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
----------------------------------- ---------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ---------- --------- ------------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
ALL THRIFTS
AVERAGE 1,336,835 101,352 96,643 0.54 0.79 5.12 7.39
MEDIAN 320,336 37,381 35,105 0.60 0.85 4.90 6.97
HIGH 49,902,044 2,595,200 2,350,477 2.49 2.17 31.08 25.22
LOW 34,203 4,709 4,498 -18.24 -14.37 -56.67 -44.64
AVERAGE FOR STATE
OH 794,962 66,668 62,998 0.60 0.89 5.42 7.83
AVERAGE BY REGION
MIDWEST 955,376 83,653 78,339 0.49 0.77 4.89 7.08
NEW ENGLAND 965,453 97,563 93,747 0.73 0.72 7.22 6.92
MID ATLANTIC 651,062 65,021 61,000 0.57 0.87 4.87 7.63
SOUTHEAST 713,153 55,279 54,324 0.71 0.92 6.70 8.51
SOUTHWEST 1,285,174 84,794 73,519 0.34 0.59 3.54 6.42
WEST 5,312,840 321,193 307,726 0.34 0.58 3.42 6.51
AVERAGE BY EXCHANGE
NYSE 16,645,775 977,553 902,784 0.54 0.78 8.23 12.61
AMEX 275,193 34,823 31,772 0.38 0.74 1.03 3.86
OTC/NASDAQ 791,715 70,518 67,413 0.55 0.80 5.22 7.36
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
----------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
State Date Exchange Outstg. ($M)
----- -------- -------- ----------- ----------
<S> <C> <C>
ALL THRIFTS
AVERAGE 6,025,426 147.53
MEDIAN 2,529,650 39.03
HIGH 137,875,955 3,998.40
LOW 230,171 2.37
AVERAGE FOR STATE
OH 3,969,340 106.51
AVERAGE BY REGION
MIDWEST 5,123,820 132.83
NEW ENGLAND 6,722,126 140.14
MID ATLANTIC 4,044,789 82.87
SOUTHEAST 4,199,864 78.78
SOUTHWEST 8,647,504 106.50
WEST 15,566,854 452.22
AVERAGE BY EXCHANGE
NYSE 44,379,815 1,543.66
AMEX 2,488,064 33.61
OTC/NASDAQ 4,676,513 97.35
</TABLE>
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 4
THRIFT STOCK PRICES AND PRICING RATIOS
PUBLICLY-TRADED, SAIF INSURED MUTUAL HOLDING COMPANIES
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
PER SHARE
--------------------------------------------------------------------------
Latest All Time All Time Monthly Quarterly Book 12 Month
Price High Low Change Change Value Assets Div.
State Exchange ($) ($) ($) (%) (%) ($) ($) ($)
----- -------- ------ -------- -------- ------ --------- ----- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PFSL Pocahontas FS&LA, MHC AR NASDAQ 19.063 20.000 9.500 9.72 19.14 14.32 229.15 0.81
CMSV Community Savings, MHC FL NASDAQ 19.750 20.500 10.000 0.00 3.95 15.50 133.45 0.78
FFFL Fidelity Bankshares Inc., MHC FL NASDAQ 18.375 19.750 9.091 -2.00 6.52 12.12 129.88 0.70
HARB Harbor Federal Savings Bk, MHC FL NASDAQ 38.000 38.000 11.875 10.14 17.83 17.75 214.69 1.20
FFSX First Fed SB of Siouxland, MHC IA NASDAQ 30.000 31.500 8.239 0.00 2.56 19.86 242.82 0.63
WCFB Webster City Federal SB, MHC IA NASDAQ 13.750 14.500 8.813 3.77 1.85 10.30 45.00 0.70
JXSB Jacksonville Savings Bank, MHC IL NASDAQ 16.500 17.250 10.000 -4.35 37.50 13.01 112.95 0.40
LFED Leeds Federal Savings Bk, MHC MD NASDAQ 18.250 19.000 9.875 2.82 12.31 13.02 80.56 0.66
GFED Guaranty Federal SB, MHC MO NASDAQ 11.750 12.500 8.000 -4.08 6.82 8.53 61.09 0.34
PULB Pulaski Bank, Savings Bk, MHC MO NASDAQ 16.750 16.750 10.500 8.06 13.56 10.75 85.39 0.85
FSLA First Savings Bank, MHC NJ NASDAQ 21.250 23.500 5.072 16.44 18.06 12.92 137.38 0.36
FSNJ First Savings Bk of NJ, MHC NJ NASDAQ 24.000 24.000 10.750 8.47 39.13 16.18 188.82 0.50
SBFL SB of the Finger Lakes, MHC NY NASDAQ 15.000 17.000 8.125 13.21 11.11 11.22 110.61 0.40
WAYN Wayne Savings & Loan Co. MHC OH NASDAQ 26.000 27.250 11.255 -1.89 13.04 15.22 166.84 0.89
GDVS Greater Delaware Valley SB, MHC PA NASDAQ 11.000 13.000 9.250 2.33 8.64 8.49 72.20 0.36
HARS Harris Savings Bank, MHC PA NASDAQ 21.500 22.625 12.750 4.24 17.81 13.62 157.64 0.58
NWSB Northwest Savings Bank, MHC PA NASDAQ 15.000 15.750 7.375 2.56 9.09 8.17 81.79 0.31
PERT Perpetual Bank, MHC SC NASDAQ 26.000 26.000 20.250 8.33 23.44 19.69 148.21 1.20
RVSB Riverview Savings Bank, MHC WA NASDAQ 18.250 18.750 9.711 -1.35 5.80 11.11 102.23 0.22
ALL MUTUAL HOLDING COMPANIES
AVERAGE 20.010 20.928 10.023 4.02 14.11 13.25 131.62 0.63
MEDIAN 18.375 19.750 9.711 2.82 12.31 13.01 129.88 0.63
HIGH 38.000 38.000 20.250 16.44 39.13 19.86 242.82 1.20
LOW 11.000 12.500 5.072 -4.35 1.85 8.17 45.00 0.22
</TABLE>
<TABLE>
<CAPTION>
PRICING RATIOS
-------------------------------------------
Price/ Price/ Price/ Price/Core
Earnings Bk. Value Assets Earnings
(X) (%) (%) (X)
-------- --------- ------ ----------
<S> <C> <C> <C> <C>
PFSL Pocahontas FS&LA, MHC 15.89 133.12 8.32 13.52
CMSV Community Savings, MHC 24.38 127.42 14.80 16.19
FFFL Fidelity Bankshares Inc., MHC 34.67 151.61 14.15 23.86
HARB Harbor Federal Savings Bk, MHC 20.88 214.08 17.70 15.70
FFSX First Fed SB of Siouxland, MHC 31.58 151.06 12.35 17.24
WCFB Webster City Federal SB, MHC 34.38 133.50 30.56 NA
JXSB Jacksonville Savings Bank, MHC 78.57 126.83 14.61 31.13
LFED Leeds Federal Savings Bk, MHC 29.44 140.17 22.65 20.98
GFED Guaranty Federal SB, MHC 25.54 137.75 19.23 30.13
PULB Pulaski Bank, Savings Bk, MHC 39.88 155.81 19.62 25.00
FSLA First Savings Bank, MHC 32.69 164.47 15.47 18.32
FSNJ First Savings Bk of NJ, MHC NM 148.33 12.71 53.33
SBFL SB of the Finger Lakes, MHC NM 133.69 13.56 125.00
WAYN Wayne Savings & Loan Co. MHC 55.32 170.83 15.58 24.07
GDVS Greater Delaware Valley SB, MHC NM 129.56 15.24 73.33
HARS Harris Savings Bank, MHC 238.89 157.86 13.64 30.71
NWSB Northwest Savings Bank, MHC 26.32 183.60 18.34 17.65
PERT Perpetual Bank, MHC 25.74 132.05 17.54 19.12
RVSB Riverview Savings Bank, MHC 19.01 164.27 17.85 16.44
ALL MUTUAL HOLDING COMPANIES
AVERAGE 45.82 150.32 16.52 31.76
MEDIAN 30.51 148.33 15.47 22.42
HIGH 238.89 214.08 30.56 125.00
LOW 15.89 126.83 8.32 13.52
</TABLE>
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 5
KEY FINANCIAL DATA AND RATIOS
PUBLICLY-TRADED, SAIF INSURED MUTUAL HOLDING COMPANIES
AS OF MARCH 4, 1997
<TABLE>
<CAPTION>
ASSETS AND EQUITY PROFITABILITY
------------------------------------------ --------------------------------
Total Total Total Core Core
Assets Equity Tang. Equity ROAA ROAA ROAE ROAE
State ($000) ($000) ($000) (%) (%) (%) (%)
----- ------ ------ ------------ ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PFSL Pocahontas FS&LA, MHC AR 373,084 23,319 23,319 0.55 0.64 9.15 10.76
CMSV Community Savings, MHC FL 655,209 76,119 76,119 0.64 0.95 5.37 8.01
FFFL Fidelity Bankshares Inc., MHC FL 875,998 81,723 80,968 0.43 0.62 4.36 6.32
HARB Harbor Federal Savings Bk, MHC FL 1,060,339 87,683 84,157 0.91 1.20 10.74 14.23
FFSX First Fed SB of Siouxland, MHC IA 457,311 37,395 37,054 0.41 0.72 4.90 8.58
WCFB Webster City Federal SB, MHC IA 94,492 21,628 21,628 0.87 1.19 3.88 5.30
JXSB Jacksonville Savings Bank, MHC IL 143,710 16,554 16,512 0.19 0.46 1.57 3.87
LFED Leeds Federal Savings Bk, MHC MD 278,311 44,982 44,982 0.77 1.11 4.75 6.79
GFED Guaranty Federal SB, MHC MO 190,919 26,668 26,668 0.76 0.65 5.29 4.50
PULB Pulaski Bank, Savings Bk, MHC MO 178,812 22,504 22,504 0.49 0.78 3.91 6.19
FSLA First Savings Bank, MHC NJ 987,115 92,863 81,913 0.49 0.87 5.15 9.22
FSNJ First Savings Bk of NJ, MHC NJ 578,574 49,585 49,585 -0.33 0.21 -4.33 2.78
SBFL SB of the Finger Lakes, MHC NY 197,437 20,020 20,020 -0.06 0.11 -0.51 1.00
WAYN Wayne Savings & Loan Co. MHC OH 250,057 22,811 22,811 0.28 0.65 2.97 6.91
GDVS Greater Delaware Valley SB, MHC PA 236,259 27,779 27,779 -0.09 0.22 -0.74 1.84
HARS Harris Savings Bank, MHC PA 1,768,112 152,752 131,057 0.07 0.52 0.68 5.28
NWSB Northwest Savings Bank, MHC PA 1,911,978 191,081 182,173 0.72 1.04 6.95 10.02
PERT Perpetual Bank, MHC SC 223,000 29,629 29,629 0.76 1.06 6.85 9.54
RVSB Riverview Savings Bank, MHC WA 224,473 24,391 21,980 0.97 1.15 8.87 10.53
ALL MUTUAL HOLDING COMPANIES
AVERAGE 562,378 55,236 52,677 0.46 0.74 4.20 6.93
MEDIAN 278,311 29,629 29,629 0.49 0.72 4.75 6.79
HIGH 1,911,978 191,081 182,173 0.97 1.20 10.74 14.23
LOW 94,492 16,554 16,512 -0.33 0.11 -4.33 1.00
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ISSUES
------------------------------------------
Number of Mkt. Value
IPO Shares of Shares
Date Exchange Outstg. ($M)
---- -------- ---------- ----------
<S> <C> <C> <C> <C>
PFSL Pocahontas FS&LA, MHC 04/05/94 NASDAQ 1,628,153 28.49
CMSV Community Savings, MHC 10/24/94 NASDAQ 4,909,676 100.65
FFFL Fidelity Bankshares Inc., MHC 01/07/94 NASDAQ 6,744,689 119.72
HARB Harbor Federal Savings Bk, MHC 01/06/94 NASDAQ 4,938,897 176.57
FFSX First Fed SB of Siouxland, MHC 07/13/92 NASDAQ 1,883,303 55.09
WCFB Webster City Federal SB, MHC 08/15/94 NASDAQ 2,100,000 27.83
JXSB Jacksonville Savings Bank, MHC 04/21/95 NASDAQ 1,272,300 15.35
LFED Leeds Federal Savings Bk, MHC 05/02/94 NASDAQ 3,454,736 55.28
GFED Guaranty Federal SB, MHC 04/10/95 NASDAQ 3,125,000 37.70
PULB Pulaski Bank, Savings Bk, MHC 05/11/94 NASDAQ 2,094,000 29.84
FSLA First Savings Bank, MHC 07/10/92 NASDAQ 7,185,199 132.93
FSNJ First Savings Bk of NJ, MHC 01/09/95 NASDAQ 3,064,131 70.48
SBFL SB of the Finger Lakes, MHC 11/11/94 NASDAQ 1,785,000 25.88
WAYN Wayne Savings & Loan Co. MHC 06/25/93 NASDAQ 1,498,775 36.72
GDVS Greater Delaware Valley SB, MHC 03/03/95 NASDAQ 3,272,500 33.95
HARS Harris Savings Bank, MHC 01/25/94 NASDAQ 11,216,400 204.70
NWSB Northwest Savings Bank, MHC 11/07/94 NASDAQ 23,376,000 312.65
PERT Perpetual Bank, MHC 10/26/93 NASDAQ 1,504,601 36.49
RVSB Riverview Savings Bank, MHC 10/26/93 NASDAQ 2,195,781 38.43
ALL MUTUAL HOLDING COMPANIES
AVERAGE 4,592,060 80.99
MEDIAN 3,064,131 38.43
HIGH 23,376,000 312.65
LOW 1,272,300 15.35
</TABLE>
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 6
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
COMPARABLE GROUP CHARACTERISTICS AND BALANCE SHEET TOTALS
<TABLE>
<CAPTION>
Most Recent Quarter
---------------------------------------------------
Conver- Total Goodwill
Number sion Total Int. Earning Net and Total Total
of (IPO) Assets Assets Loans Intang. Deposits Equity
Offices Exchg. Date ($000) ($000) ($000) ($000) ($000) ($000)
------- ------ -------- ------ ------------ ------ ------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SUBJECT
PEOPLES FEDERAL Sidney OH 1 NA NA 92,362 90,955 85,848 0 81,230 9,306
COMPARABLE GROUP
CIBI Community Investors Bancorp, Inc. Bucyrus OH 3 NASDAQ 02/07/95 95,787 94,524 72,183 0 70,352 10,913
FFWC FFW Corporation Wabash IN 3 NASDAQ 04/05/93 158,200 152,027 107,413 0 97,886 16,117
FFHS First Franklin Corporation Cincinnati OH 7 NASDAQ 01/26/88 222,302 214,402 150,135 154 194,648 19,730
FMBD First Mutual Bancorp, Inc. Decatur IL 11 NASDAQ 07/05/95 331,776 315,034 283,169 0 202,923 62,217
GFSB GFS Bancorp, Inc. Grinnell IA 1 NASDAQ 01/06/94 87,625 85,928 75,874 0 58,455 10,052
GFCO Glenway Financial Corp. Cincinnati OH 6 NASDAQ 11/30/90 278,721 270,482 228,683 472 228,753 26,837
MFBC MFB Corp. Mishawaka IN 4 NASDAQ 03/25/94 223,945 217,162 165,789 0 161,577 34,472
MFFC Milton Federal Financial Corporation West Milton OH 2 NASDAQ 10/07/94 175,707 174,179 110,228 0 131,910 27,092
OHSL OHSL Financial Corp. Cincinnati OH 5 NASDAQ 02/10/93 217,627 211,726 155,643 0 169,221 25,167
SFFC StateFed Financial Corporation Des Moines IA 2 NASDAQ 01/05/94 82,809 78,064 68,006 0 48,216 14,718
Average 4.4 187,450 181,353 141,712 63 136,394 24,732
Median 3.5 196,667 192,953 130,182 0 146,744 22,449
High 11.0 331,776 315,034 283,169 472 228,753 62,217
Low 1.0 82,809 78,064 68,006 0 48,216 10,052
</TABLE>
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 7
RECENTLY CONVERTED THRIFT INSTITUTIONS
PRICES AND PRICING RATIOS
<TABLE>
<CAPTION>
PRO FORMA RATIOS CURRENT RATIOS
--------------------------------- ------------------------------------
Price/ Price/ Price/ Price/
Price/ Book Tang. Bk. Price/ Price/ Book Tang. Bk. Price/
IPO Earnings Value Value Assets Earnings Value Value Assets
Date (X) (%) (%) (%) (X) (%) (%) (%)
-------- ------ ----- -------- ------ -------- ------ -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FLKY First Lancaster Bancshares KY 07/01/96 18.50 74.70 74.67 21.30 25.00 112.04 112.04 41.62
EGLB Eagle BancGroup, Inc. IL 07/01/96 100.10 58.40 58.45 7.90 33.07 93.38 93.38 11.98
HWE Home Financial Bancorp IN 07/02/96 11.40 68.00 68.04 13.10 19.57 95.78 95.78 19.28
OCFC Ocean Financial Corp. NJ 07/03/96 13.40 71.20 71.18 13.90 19.90 108.42 108.42 21.02
MBSP Mitchell Bancorp, Inc. NC 07/12/96 NA 70.00 70.04 25.80 25.63 101.15 101.15 44.05
PWB Pennwood Bancorp, Inc. PA 07/15/96 14.50 67.50 67.54 12.80 15.63 93.53 93.53 18.78
ANA Acadiana Bancshares, Inc. LA 07/16/96 NA 71.90 71.93 12.70 NA 102.76 102.76 18.03
PFED Park Bancorp, Inc. IL 08/12/96 26.20 66.70 66.66 14.50 NA 99.97 99.97 23.50
PFFC Peoples Financial Corp. OC 09/13/96 28.60 64.30 64.30 16.00 22.24 93.54 93.54 25.27
HBEI Home Bancorp of Elgin, Inc. IL 09/27/96 24.90 72.60 72.64 18.70 33.52 103.51 103.51 29.01
CBES CBES Bancorp, Inc. MO 09/30/96 13.20 61.10 61.06 10.60 13.48 102.07 102.07 19.29
WEH Westwood Homestead Fin. OH 09/30/96 NA 73.80 73.83 22.70 21.68 98.68 98.68 32.89
AFED AFSALA Bancorp, Inc. NY 10/01/96 13.70 71.70 71.73 9.90 NA 85.32 85.54 12.86
SSFC South Street Financial Corp. NC 10/03/96 26.10 76.30 76.32 21.20 NA 121.95 121.95 32.47
CNBA Chester Bancorp, Inc. IL 10/08/96 18.80 72.10 72.10 13.90 NA NA NA NA
FTNB Fulton Bancorp, Inc. MO 10/18/96 14.60 72.50 72.53 16.70 NA 127.96 127.96 31.76
DCBI Delphos Citizens Bancorp, OH 11/21/96 14.60 72.20 72.23 18.80 NA 93.66 93.66 26.30
CFNC Carolina Fincorp, Inc. NC 11/25/96 17.20 77.00 76.98 16.40 NA 107.57 107.57 26.13
PSFI PS Financial, Inc. IL 11/27/96 17.20 71.90 71.93 29.00 NA NA NA NA
BFFC Big Foot Financial Corp. IL 12/20/96 33.10 72.70 72.67 11.40 NA NA NA NA
RIVR River Valley Bancorp IN 12/20/96 15.20 73.00 72.96 12.10 NA NA NA NA
SCBS Southern Community Bancshares AL 12/23/96 14.50 74.40 74.39 15.00 NA 94.37 94.37 20.89
CENB Century Bancorp, Inc. NC 12/23/96 18.90 72.10 72.11 20.00 NA 97.93 97.93 29.48
HCFC Home City Financial Corp. OH 12/30/96 13.70 71.20 71.20 14.60 NA 87.72 87.72 18.00
AFBC Advance Financial Bancorp WV 01/02/97 16.80 71.10 71.09 10.60 NA NA NA NA
RSLN Roslyn Bancorp, Inc. NY 01/13/97 9.30 72.00 71.98 21.00 NA NA NA NA
FAB FirstFed America Bancorp, Inc MA 01/15/97 13.60 72.00 72.02 10.70 NA NA NA NA
EFBC Empire Federal Bancorp, Inc. MT 01/27/97 21.50 68.10 68.09 23.00 NA NA NA NA
</TABLE>
<TABLE>
<CAPTION>
PRICES AND TREND FROM IPO DATE
--------------------------------------------------------------
1 Day 1 Week 1 Mo.
IPO After After After
Price IPO % IPO % IPO %
($) ($) Change ($) Change ($) Change
----- ---- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
FLKY First Lancaster Bancshares 10.00 13.50 35.00 13.38 33.75 13.75 37.50
EGLB Eagle BancGroup, Inc. 10.00 11.25 12.50 11.25 12.50 11.13 11.25
HWE Home Financial Bancorp 10.00 10.25 2.50 9.88 (1.25) 10.50 5.00
OCFC Ocean Financial Corp. 20.00 21.25 6.25 20.13 0.63 21.00 5.00
MBSP Mitchell Bancorp, Inc. 10.00 NA NA 10.63 6.25 11.00 10.00
PWB Pennwood Bancorp, Inc. 10.00 9.50 (5.00) 9.13 (8.75) 9.63 (3.75)
ANA Acadiana Bancshares, Inc. 12.00 12.00 0.00 11.75 (2.08) 12.38 3.13
PFED Park Bancorp, Inc. 10.00 10.25 2.50 10.44 4.38 10.50 5.00
PFFC Peoples Financial Corp. 10.00 10.88 8.75 11.50 15.00 12.75 27.50
HBEI Home Bancorp of Elgin, Inc. 10.00 11.81 18.13 12.50 25.00 12.63 26.25
CBES CBES Bancorp, Inc. 10.00 12.63 26.25 13.44 34.38 13.25 32.50
WEH Westwood Homestead Fin. 10.00 10.75 7.50 10.63 6.25 10.50 5.00
AFED AFSALA Bancorp, Inc. 10.00 11.38 13.75 11.31 13.13 11.56 15.63
SSFC South Street Financial Corp. 10.00 NA NA 12.50 25.00 12.38 23.75
CNBA Chester Bancorp, Inc. 10.00 12.94 29.38 12.63 26.25 12.63 26.25
FTNB Fulton Bancorp, Inc. 10.00 12.50 25.00 12.88 28.75 14.75 47.50
DCBI Delphos Citizens Bancorp, 10.00 12.13 21.25 12.13 21.25 12.06 20.63
CFNC Carolina Fincorp, Inc. 10.00 13.00 30.00 13.00 30.00 13.63 36.25
PSFI PS Financial, Inc. 10.00 11.64 16.41 11.69 16.88 12.50 25.00
BFFC Big Foot Financial Corp. 10.00 12.31 23.13 12.50 25.00 13.88 38.75
RIVR River Valley Bancorp 10.00 13.69 36.88 13.88 38.75 15.00 50.00
SCBS Southern Community Bancshares 10.00 13.00 30.00 13.75 37.50 13.50 35.00
CENB Century Bancorp, Inc. 50.00 62.63 25.25 66.00 32.00 65.13 30.25
HCFC Home City Financial Corp. 10.00 NA NA 12.50 25.00 13.50 35.00
AFBC Advance Financial Bancorp 10.00 12.88 28.75 12.94 29.38 14.00 40.00
RSLN Roslyn Bancorp, Inc. 10.00 15.00 50.00 15.94 59.38 16.00 60.00
FAB FirstFed America Bancorp, Inc 10.00 13.63 36.25 14.13 41.25 14.88 48.75
EFBC Empire Federal Bancorp, Inc. 10.00 13.25 32.50 13.50 35.00 13.75 37.50
</TABLE>
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 8
VALUATION RATIOS
January 10, 1997
------------------------ Price/
Price/ Price/core Book Price/
Earnings Earnings Value Assets
-------- ---------- ------ --------
All U.S. thrifts 29.30x 18.10x 120.88% 14.46%
NASDAQ-OTC traded thrifts 29.31x 18.27x 119.66% 14.47%
Comparable group 26.20x 16.73x 94.96% 12.90%
March 4 1997
------------------------ Price/
Price/ Price/core Book Price/
Earnings Earnings Value Assets
-------- ---------- ------- ------
All U.S. thrifts 30.70x 17.62x 130.29% 15.62%
NASDAQ-OTC traded thrifts 30.40x 19.41x 128.37% 15.61%
Comparable group 31.30x 16.49x 103.21% 13.39%
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 9
COMPARABLE GROUP MARKET, PRICING AND FINANCIAL RATIOS
Stock Prices as of March 4, 1997
<TABLE>
<CAPTION>
Market Data Pricing Ratios
------------------------------ ------------------------------------------
Book Price/ Price/ Price/
Market Price/ 12 Mo. Value/ Price/ Book Price/ Tang. Core
Value Share EPS Share Earnings Value Assets Bk. Val. Earnings
($M) ($) ($) ($) (X) (%) (%) (%) (%)
------ ----- ----- ----- -------- ----- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PEOPLES FEDERAL SAVINGS & LOAN ASSN.
Appraised value - midpoint 13.50 10.00 0.57 15.31 17.54 65.31 12.81 65.31 12.59
Minimum of range 11.48 10.00 0.64 16.48 15.74 60.66 11.10 60.66 11.13
Maximum of range 15.53 10.00 0.50 14.44 19.84 69.24 14.46 69.24 14.32
Superrange maximum 17.85 10.00 0.45 13.69 22.46 73.05 16.28 73.05 16.28
ALL THRIFTS (331)
Average 167.96 20.60 0.86 16.18 30.70 130.29 15.62 135.35 17.62
Median 42.89 18.00 0.82 15.32 22.52 117.98 13.76 119.05 14.93
OHIO THRIFTS (32)
Average 113.69 18.51 0.87 15.19 27.93 123.19 15.12 127.89 15.98
Median 30.32 16.00 0.82 14.87 23.13 106.62 13.71 106.90 14.55
COMPARABLE GROUP (10)
Average 25.11 19.36 0.86 18.76 31.30 103.21 13.39 103.47 16.49
Median 23.19 18.81 0.84 19.11 26.07 100.58 12.53 101.43 13.60
COMPARABLE GROUP
CIBI Community Investors Bancorp 11.08 17.50 0.89 17.24 19.66 101.51 11.56 101.51 12.23
FFWC FFW Corp. 17.81 25.38 1.85 22.96 13.72 110.52 11.26 110.52 9.59
FFHS First Franklin Corporation 19.66 17.00 0.22 17.06 77.27 99.65 8.84 100.41 15.87
FMBD First Mutual Bancorp, Inc. 58.89 15.63 0.28 16.51 55.80 94.64 17.75 94.64 32.61
GFSB GFS Bancorp, Inc. 11.07 22.25 1.56 20.12 14.26 110.59 12.69 110.59 11.13
GFCO Glenway Financial Corp. 26.72 22.50 0.79 22.60 28.48 99.56 9.59 101.35 13.06
MFBC MFB Corp. 34.12 19.23 0.58 19.43 33.16 98.99 15.24 98.99 18.68
MFFC Milton Federal Financial Corp. 30.32 13.75 0.48 12.29 28.65 111.88 17.25 111.88 24.58
OHSL OHSL Financial Corp. 26.90 22.00 0.93 20.58 23.66 106.90 12.36 106.90 14.13
SFFC StateFed Financial Corporation 14.50 18.38 1.00 18.78 18.38 97.87 17.39 97.87 12.99
</TABLE>
<TABLE>
<CAPTION>
Dividends Financial Ratios
------------------------ ----------------------
Div./ Dividend Payout Equity/ Core Core
Share Yield Ratio Assets ROAA ROAE
($) (%) (%) (%) (%) (%)
----- -------- ------ ------ ---- ----
<S> <C> <C> <C> <C> <C> <C>
PEOPLES FEDERAL SAVINGS & LOAN ASSN.
Appraised value - midpoint 0.00 0.00 0.00 19.62 0.73 3.72
Minimum of range 0.00 0.00 0.00 18.30 0.71 3.86
Maximum of range 0.00 0.00 0.00 20.89 0.73 3.49
Superrange maximum 0.00 0.00 0.00 22.29 0.73 3.25
ALL THRIFTS (331)
Average 0.52 1.69 68.21 12.95 0.79 7.39
Median 0.34 1.78 36.64 10.63 0.85 6.97
OHIO THRIFTS (32)
Average 0.81 2.12 161.70 13.62 0.89 7.83
Median 0.42 2.11 62.50 11.81 0.86 6.52
COMPARABLE GROUP (10)
Average 0.70 2.51 118.40 13.05 0.88 6.58
Median 0.39 2.23 59.79 11.52 0.84 6.65
COMPARABLE GROUP
CIBI Community Investors Bancorp 0.34 2.29 31.46 11.39 0.97 7.58
FFWC FFW Corp. 0.60 2.37 30.81 10.19 1.08 10.33
FFHS First Franklin Corporation 0.31 1.88 140.91 8.88 0.60 6.41
FMBD First Mutual Bancorp, Inc. 0.30 2.05 107.14 18.75 0.63 2.80
GFSB GFS Bancorp, Inc. 0.38 1.80 24.04 11.47 1.17 9.87
GFCO Glenway Financial Corp. 0.66 3.02 83.00 9.63 0.63 6.62
MFBC MFB Corp. 0.22 1.66 24.14 15.39 0.82 4.58
MFFC Milton Federal Financial Corp. 3.04 4.36 622.92 15.42 0.78 4.11
OHSL OHSL Financial Corp. 0.76 3.46 79.57 11.56 0.85 6.85
SFFC StateFed Financial Corporation 0.40 2.18 40.00 17.77 1.27 6.67
</TABLE>
<PAGE>
KELLER & COMPANY
Columbus, Ohio
614-766-1426
EXHIBIT 10
VALUATION ANALYSIS AND CONCLUSIONS
Peoples Sidney Financial Corporation/Peoples Federal S & L Assn.
Stock Prices as of March 4, 1997
<TABLE>
<CAPTION>
Valuation assumptions: Comparable Group All Thrifts
--------------------- ----------------------
Symbol Value Average Median Average Median
------ ----------- ------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
Post conv. price to earnings P/E 17.54 26.20 25.97 29.30 21.48
Post conv. price to book value P/B 65.31% 94.96% 95.17% 120.88% 108.87%
Post conv. price to assets P/A 12.81% 12.90% 11.96% 14.46% 12.74%
Post conv. price to core earnings P/E 12.59 16.73 14.52 18.10 15.49
Pre conversion earnings ($) Y $ 521,000 For the twelve months ended December 31, 1996.
Pre conversion book value ($) B $ 9,306,000 At December 31, 1996.
Pre conversion assets ($) A $92,362,000 At December 31, 1996.
Pre conversion core earnings ($) $ 823,000 For the twelve months ended December 31, 1996.
Conversion expense ($) X $ 515,164
Proceeds not reinvested ($) Z $ 826,000 ESOP purchase.
ESOP borrowings ($) E $ 1,080,000
ESOP cost of borrowings, net (%) S 6.11%
ESOP term of borrowings (yrs.) T 10
RRP amount ($) M $ 540,000
RRP expense ($) N $ 108,000
Tax rate (%) TAX 34.00%
Investment rate of return, net (%) R 3.76%
Investment rate of return, pretax (%) 5.70%
</TABLE>
Formulae to indicate value after conversion:
1. P/E method: Value = P/E(Y-R(X+Z)-ES-(1-TAX)E/T-(1-TAX)N)) = $13,501,622
-------------------------------------
1-(P/E)R
2. P/B method: Value = P/B(B-X-E-M) = $13,500,935
------------
1-P/B
3. P/A method: Value = P/A(A-X) = $13,499,678
--------
1-P/A
VALUATION CORRELATION AND CONCLUSIONS:
Number of Price TOTAL
Shares Per Share VALUE
--------- --------- -----
Appraised value - midrange 1,350,000 $10.00 $13,500,000
Minimum - 85% of midrange 1,147,500 $10.00 $11,475,000
Maximum - 115% of midrange 1,552,500 $10.00 $15,525,000
Superrange - 115% of maximum 1,785,375 $10.00 $17,853,750
<PAGE>
EXHIBIT 11
KELLER & COMPANY
Columbus, Ohio
614-766-1426
PROJECTED EFFECT OF CONVERSION PROCEEDS
Peoples Sidney Financial Corporation/Peoples Federal S & L Assn.
At the MINIMUM of the Range
1. Gross Conversion Proceeds
Minimum market value $11,475,000
Less: Estimated conversion expenses 487,963
Net conversion proceeds $10,987,037
2. Generation of Additional Income
Net conversion proceeds $10,987,037
Less: Proceeds not invested (1) 740,000
Total conversion proceeds invested $10,247,037
Investment rate 3.76%
Earnings increase - return on proceeds invested $ 385,494
Less: Estimated cost of ESOP borrowings 56,090
Less: Amortization of ESOP borrowings, net of taxes 60,588
Less: RRP expense, net of taxes 60,588
Net earnings increase $ 208,228
3. Comparative Earnings
Regular Core
----------- ---------
Before conversion - 12 months ended 12/31/96 $ 521,000 823,000
Net earnings increase 208,228 208,228
After conversion $ 729,228 1,031,228
4. Comparative Net Worth (2)
Before conversion - 12/31/96 $ 9,306,000
Conversion proceeds 9,610,037
After conversion $ 18,916,037
5. Comparative Net Assets
Before conversion - 12/31/96 $ 92,362,000
Conversion proceeds 10,987,037
After conversion $103,349,037
(1) Represents ESOP borrowings and fixed assets.
(2) ESOP borrowings and RRP are omitted from net worth.
<PAGE>
EXHIBIT 12
KELLER & COMPANY
Columbus, Ohio
614-766-1426
PROJECTED EFFECT OF CONVERSION PROCEEDS
Peoples Sidney Financial Corporation/Peoples Federal S & L Assn.
At the MIDPOINT of the Range
1. Gross Conversion Proceeds
Midpoint market value $13,500,000
Less: Estimated conversion expenses 515,164
Net conversion proceeds $12,984,836
2. Generation of Additional Income
Net conversion proceeds $12,984,836
Less: Proceeds not invested (1) 826,000
Total conversion proceeds invested $12,158,836
Investment rate of return 3.76%
Earnings increase - return on proceeds invested $ 457,415
Less: Estimated cost of ESOP borrowings 65,988
Less: Amortization of ESOP borrowings, net of taxes 71,280
Less: RRP expense, net of taxes 71,280
Net earnings increase $ 248,867
3. Comparative Earnings
Regular Core
----------- ---------
Before conversion - 12 months ended 12/31/96 $ 521,000 823,000
Net earnings increase 248,867 248,867
After conversion $ 769,867 1,071,867
4. Comparative Net Worth (2)
Before conversion - 12/31/96 $ 9,306,000
Conversion proceeds 11,364,836
After conversion $ 20,670,836
5. Comparative Net Assets
Before conversion - 12/31/96 $ 92,362,000
Conversion proceeds 12,984,836
After conversion $105,346,836
(1) Represents ESOP borrowings and fixed assets.
(2) ESOP borrowings and RRP are omitted from net worth.
<PAGE>
EXHIBIT 13
KELLER & COMPANY
Columbus, Ohio
614-766-1426
PROJECTED EFFECT OF CONVERSION PROCEEDS
Peoples Sidney Financial Corporation/Peoples Federal S & L Assn.
At the MAXIMUM of the Range
1. Gross Conversion Proceeds
Minimum market value $15,525,000
Less: Estimated conversion expenses 547,403
Net conversion proceeds $14,977,597
2. Generation of Additional Income
Net conversion proceeds $14,977,597
Less: Proceeds not invested (1) 1,652,000
Total conversion proceeds invested $13,325,597
Investment rate 3.76%
Earnings increase - return on proceeds invested $ 501,309
Less: Estimated cost of ESOP borrowings 75,886
Less: Amortization of ESOP borrowings, net of taxes 81,972
Less: RRP expense, net of taxes 81,972
Net earnings increase $ 261,479
3. Comparative Earnings
Regular Core
----------- ---------
Before conversion - 12 months ended 12/31/96 $ 521,000 823,000
Net earnings increase 261,479 261,479
After conversion $ 782,479 1,084,479
4. Comparative Net Worth (2)
Before conversion - 12/31/96 $ 9,306,000
Conversion proceeds 13,114,597
After conversion $ 22,420,597
5. Comparative Net Assets
Before conversion - 12/31/96 $ 92,362,000
Conversion proceeds 14,977,597
After conversion $107,339,597
(1) Represents ESOP borrowings and fixed assets.
(2) ESOP borrowings and RRP are omitted from net worth.
<PAGE>
EXHIBIT 14
KELLER & COMPANY
Columbus, Ohio
614-766-1426
PROJECTED EFFECT OF CONVERSION PROCEEDS
Peoples Sidney Financial Corporation/Peoples Federal S & L Assn.
At the SUPERRANGE Maximum
1. Gross Conversion Proceeds
Minimum market value $17,853,750
Less: Estimated conversion expenses 576,619
Net conversion proceeds $17,277,131
2. Generation of Additional Income
Net conversion proceeds $17,277,131
Less: Proceeds not invested (1) 2,664,000
Total conversion proceeds invested $14,613,131
Investment rate 3.76%
Earnings increase - return on proceeds invested $ 549,746
Less: Estimated cost of ESOP borrowings 87,269
Less: Amortization of ESOP borrowings, net of taxes 94,268
Less: RRP expense, net of taxes 94,268
Net earnings increase $ 273,941
3. Comparative Earnings
Regular Core
----------- ---------
Before conversion - 12 months ended 12/31/96 $ 521,000 823,000
Net earnings increase 273,941 273,941
After conversion $ 794,941 1,096,941
4. Comparative Net Worth (2)
Before conversion - 12/31/96 $ 9,306,000
Conversion proceeds 15,134,681
After conversion $ 24,440,681
5. Comparative Net Assets
Before conversion - 12/31/96 $ 92,362,000
Conversion proceeds 17,277,131
After conversion $109,639,131
(1) Represents ESOP borrowings and fixed assets.
(2) ESOP borrowings and RRP are omitted from net worth.
<PAGE>
EXHIBIT 15
KELLER & COMPANY
Columbus, Ohio
614-766-1426
SUMMARY OF VALUATION PREMIUM OR DISCOUNT
Premium or (discount)
from comparable group.
----------------------
Peoples Federal Average Median
--------------- ------- ------
Midpoint:
Price/earnings 17.54x (33.06)% (32.46)%
Price/book value 65.31% * (31.22)% (31.37)%
Price/assets 12.81% (0.67)% 7.15 %
Price/tangible book value 65.31% (31.41)% (31.65)%
Price/core earnings 12.59x (24.70)% (13.23)%
Minimum of range:
Price/earnings 15.74x (39.94)% (39.40)%
Price/book value 60.66% * (36.12)% (36.26)%
Price/assets 11.10% (13.94)% (7.16)%
Price/tangible book value 60.66% (36.29)% (36.51)%
Price/core earnings 11.13x (33.48)% (23.34)%
Maximum of range:
Price/earnings 19.84x (24.27)% (23.59)%
Price/book value 69.24% * (27.08)% (27.24)%
Price/assets 14.46% 12.11 % 20.93 %
Price/tangible book value 69.24% (27.28)% (27.53)%
Price/core earnings 14.32x (14.42)% (1.37)%
Super maximum of range:
Price/earnings 22.46x (14.27)% (13.50)%
Price/book value 73.05% * (23.08)% (23.24)%
Price/assets 16.28% 26.22 % 36.15 %
Price/tangible book value 73.05% (23.28)% (23.55)%
Price/core earnings 16.28x (2.70)% 12.13 %
* Represents pricing ratio associated with primary valuation method.
FACTS ABOUT CONVERSION
The Board of Directors of Peoples Federal Savings and Loan Association ("Peoples
Federal") unanimously adopted a Plan of Conversion (the "Conversion") to convert
from a federally chartered mutual savings and loan association to a federally
chartered stock savings and loan association.
This brochure answers some of the most frequently asked questions about the
Conversion and about your opportunity to invest in Peoples Sidney Financial
Corporation, (the "Holding Company"), the newly formed corporation that will
serve as holding company for Peoples Federal following the conversion.
Investment in the stock of Peoples Sidney Financial Corporation involves certain
risks. For a discussion of these risks and other factors, including a complete
description of the offering, investors are urged to read the accompanying
Prospectus, especially the discussion under the heading "Risk Factors".
WHY IS PEOPLES FEDERAL CONVERTING TO STOCK FORM?
- --------------------------------------------------------------------------------
The stock form of ownership is used by most business corporations and an
increasing number of savings institutions. Through the sale of stock, Peoples
Federal will raise additional capital enabling it to:
o support and expand its current financial and other services.
o allow customers and friends to purchase stock and share in the Holding
Company's and Peoples Federal's future.
<PAGE>
WILL THE CONVERSION AFFECT ANY OF MY DEPOSIT ACCOUNTS OR LOANS?
- --------------------------------------------------------------------------------
No. The Conversion will have no effect on the balance or terms of any savings
account or loan, and your deposits will continue to be federally insured by the
Federal Deposit Insurance Corporation ("FDIC") to the maximum legal limit. Your
savings account is not being converted to stock.
WHO IS ELIGIBLE TO PURCHASE STOCK IN THE SUBSCRIPTION AND COMMUNITY OFFERINGS?
- --------------------------------------------------------------------------------
Certain past and present depositors of Peoples Federal, the Holding Company's
Employee Stock Ownership Plan and members of the general public.
HOW MANY SHARES OF STOCK ARE BEING OFFERED AND AT WHAT PRICE?
- --------------------------------------------------------------------------------
Peoples Sidney Financial Corporation is offering up to X,XXX,XXX shares of
common stock, subject to adjustment as described in the Prospectus, at a price
of $10.00 per share through the Prospectus.
HOW MUCH STOCK MAY I BUY?
- --------------------------------------------------------------------------------
The minimum order is 25 shares. No person, together with associates of and
persons acting in concert with such person, may purchase more than $200,000 of
the common stock sold.
DO MEMBERS HAVE TO BUY STOCK?
- --------------------------------------------------------------------------------
No. However, the Conversion will allow Peoples Federal's depositors an
opportunity to buy stock and become charter shareholders of the holding company
for the local financial institution with which they do business.
<PAGE>
HOW DO I ORDER STOCK?
- --------------------------------------------------------------------------------
You must complete the enclosed Stock Order Form and Certification Form.
Instructions for completing your Stock Order Form and Certification Form are
contained in this packet. Your order must be received by 5:00 p.m. on
Xxxxxxxx X, 1997.
HOW MAY I PAY FOR MY SHARES OF STOCK?
- --------------------------------------------------------------------------------
First, you may pay for stock by check, cash or money order. Interest will be
paid by Peoples Federal on these funds at the passbook rate, which is currently
2.0% per annum, from the day the funds are received until the completion or
termination of the Conversion. Second, you may authorize us to withdraw funds
from your Peoples Federal savings account or certificate of deposit for the
amount of funds you specify for payment. You will not have access to these funds
from the day we receive your order until completion or termination of the
Conversion.
CAN I PURCHASE SHARES USING FUNDS IN MY PEOPLES FEDERAL IRA ACCOUNT?
- --------------------------------------------------------------------------------
Federal regulations do not permit the purchase of conversion stock from your
existing Peoples Federal IRA account. To accommodate our depositors, we have
made arrangements with an outside trustee to allow such purchases. Please call
our Stock Information Center for additional information.
<PAGE>
WILL THE STOCK BE INSURED?
- --------------------------------------------------------------------------------
No. Like any other common stock, the Holding Company's stock will not be
insured.
WILL DIVIDENDS BE PAID ON THE STOCK?
- --------------------------------------------------------------------------------
The Board of Directors of the Holding Company will consider whether to pay a
cash dividend in the future, subject to regulatory limits and requirements. No
decision has been made as to the amount or timing of such dividends, if any.
HOW WILL THE STOCK BE TRADED?
- --------------------------------------------------------------------------------
The Holding Company's stock will trade on the Nasdaq National Market under the
symbol "XXXX". However, no assurance can be given that an active and liquid
market will develop.
ARE OFFICERS AND DIRECTORS OF PEOPLES FEDERAL PLANNING TO PURCHASE STOCK?
- --------------------------------------------------------------------------------
Yes! Peoples Federal's officers and directors plan to purchase, in the
aggregate, $XXX,XXX worth of stock or approximately % of the stock offered at
the midpoint of the offering range.
MUST I PAY A COMMISSION?
- --------------------------------------------------------------------------------
No. You will not be charged a commission or fee on the purchase of shares in the
Conversion.
SHOULD I VOTE?
- --------------------------------------------------------------------------------
Yes. Your "YES" vote is very important!
PLEASE VOTE, SIGN AND RETURN ALL PROXY CARDS!
<PAGE>
WHY DID I GET SEVERAL PROXY CARDS?
- --------------------------------------------------------------------------------
If you have more than one account, you could receive more than one proxy card,
depending on the ownership structure of your accounts.
HOW MANY VOTES DO I HAVE?
- --------------------------------------------------------------------------------
Your proxy card(s) show(s) the number of votes you have. Every depositor
entitled to vote may cast one vote for each $100, or fraction thereof, on
deposit as of the voting record date.
MAY I VOTE IN PERSON AT THE SPECIAL MEETING?
- --------------------------------------------------------------------------------
Yes, but we would still like you to sign and mail your proxy today. If you
decide to revoke your proxy you may do so by giving notice at the special
meeting.
FOR ADDITIONAL INFORMATION YOU MAY CALL OUR STOCK INFORMATION CENTER BETWEEN
9:00 A.M. AND 6:00 P.M. MONDAY THROUGH FRIDAY.
- --------------------------------------------------------------------------------
STOCK INFORMATION CENTER (937) XXX-XXXX
- --------------------------------------------------------------------------------
Peoples Sidney Financial Corporation
101 East Court Street
Sidney, Ohio 45365
Phone (937) XXX-XXXX
Fax (937) XXX-XXXX
<PAGE>
- --------------------------------------------------------------------------------
STOCK OFFERING
QUESTIONS
AND ANSWERS
- --------------------------------------------------------------------------------
Peoples Sidney Financial
Corporation
THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK
INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL
AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY STOCK.
THE OFFER IS MADE ONLY BY THE PROSPECTUS.
Exhibit 99.5
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
Charles Webb & Company
A Division of
KEEFE, BRUYETTE & WOODS, INC.
To Members and Friends of
Peoples Sidney Financial Corporation
________________________________________________________________________________
Charles Webb & Company, a member of the National Association of Securities
Dealers, Inc. ("NASD"), is assisting Peoples Federal Savings and Loan
Association ("Peoples Federal ") in its conversion from a federally chartered
mutual savings and loan association to a federally chartered stock savings and
loan association and the concurrent offering of shares of common stock by
Peoples Sidney Financial Corporation (the "Holding Company"), the newly formed
corporation that will serve as holding company for Peoples Federal following the
conversion.
At the request of the Holding Company, we are enclosing materials explaining
this process and your options, including an opportunity to invest in shares of
the Holding Company's common stock being offered to customers and the community
through XXXXXXXX X, 1997. Please read the enclosed offering materials carefully,
including the prospectus for a complete discussion of the offering. The Holding
Company has asked us to forward these documents to you in view of certain
requirements of the securities laws in your state.
If you have any questions, please visit our Stock Information Center at
101 East Court Street, Sidney, Ohio or feel free to call the Stock Information
Center at (937) XXX-XXXX.
Very truly yours,
Charles Webb & Company
<PAGE>
XXXXXXXX XX, 1997
Dear Friend:
We are pleased to announce that Peoples Federal Savings and Loan
Association, ("Peoples Federal") is converting from a federally chartered mutual
savings and loan association to a federally chartered stock savings and loan
association (the "Conversion"). In conjunction with the Conversion, Peoples
Sidney Financial Corporation, the newly-formed corporation that will serve as
holding company for Peoples Federal, is offering shares of common stock in a
subscription offering and community offering. The sale of stock in connection
with the Conversion will enable Peoples Federal to raise additional capital to
support and enhance its current operations.
Because we believe you may be interested in learning more about the
merits of Peoples Sidney Financial Corporation's stock as an investment, we are
sending you the following materials which describe the stock offering.
PROSPECTUS: This document provides detailed information about
operations at Peoples Federal and a complete discussion on the proposed
stock offering.
QUESTIONS AND ANSWERS: Key questions and answers about the stock
offering are found in this pamphlet.
STOCK ORDER FORM & CERTIFICATION FORM: This form is used to purchase
stock by returning it with your payment in the enclosed business reply
envelope. All individuals or entities, registered as the Stock
Certificate, must sign the attached Certification Form. The deadline
for ordering stock is 5:00 p.m., XXXXXX X, 1997.
As a friend of Peoples Federal, you will have the opportunity to buy
stock directly from Peoples Sidney Financial Corporation in the Conversion
without commission or fee. If you have additional questions regarding the
Conversion and stock offering, please call us at (937) XXX-XXXX, Monday through
Friday from 9:00 a.m. to 6:00 p.m. or stop by the Stock Information Center at
101 East Court Street, Sidney, Ohio.
We are pleased to offer you this opportunity to become a charter
shareholder of Peoples Sidney Financial Corporation.
Sincerely,
Douglas Stewart
President and Chief Executive Officer
THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK
INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL
AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY STOCK.
THE OFFER IS MADE ONLY BY THE PROSPECTUS.
<PAGE>
Xxxxxxxx XX, 1997
Dear Member:
We are pleased to announce that Peoples Federal Savings and Loan
Association ("Peoples Federal") is converting from a federally chartered mutual
savings and loan association to a federally chartered stock savings and loan
association (the "Conversion"). In conjunction with the Conversion, Peoples
Sidney Financial Corporation, the newly-formed corporation that will serve as
holding company for Peoples Federal, is offering shares of common stock in a
subscription offering and community offering to certain of our depositors and
borrowers and to our Employee Stock Ownership Plan pursuant to a Plan of
Conversion.
To accomplish this Conversion, we need your participation in an
important vote. Enclosed is a proxy statement describing the Plan of Conversion
and your voting and subscription rights. Peoples Sidney Financial Corporation
Plan of Conversion has been approved by the Federal Deposit Insurance
Corporation and now must be approved by you. YOUR VOTE IS VERY IMPORTANT.
Enclosed, as part of the proxy material, is your proxy card located
behind the window of your mailing envelope. This proxy should be signed and
returned to us prior to the Special Meeting scheduled on Xxxxxxxx X, 1997.
Please take a moment to sign the enclosed proxy card and return it to us in the
postage-paid envelope provided. FAILURE TO VOTE HAS THE SAME EFFECT AS VOTING
AGAINST THE CONVERSION.
The Board of Directors of Peoples Federal feels that the Conversion
will offer a number of advantages, such as an opportunity for depositors and
customers of Peoples Federal to become shareholders. Please remember:
o Your accounts at Peoples Federal will continue to be insured up to the
maximum legal limit by the Federal Deposit Insurance Corporation
("FDIC").
o There will be no change in the balance, interest rate, or maturity of
any deposit accounts because of the Conversion.
o Members have a right, but no obligation, to buy stock before it is
offered to the public.
o Like all stock, stock issued in this offering will not be insured by
the FDIC.
Enclosed is a prospectus containing a complete discussion of the stock
offering. We urge you to read these materials carefully. If you are interested
in purchasing the common stock of Peoples Sidney Financial Corporation, you must
submit your Stock Order Form and Certification Form, and payment prior to 5:00
p.m. Xxxxxxxx X, 1997.
If you have additional questions regarding the stock offering, please
call us at (937) XXX-XXXX, Monday through Friday from 9:00 a.m. to 6:00 p.m., or
stop by the Stock Information Center located at 101 East Court Street in Sidney,
Ohio.
Sincerely,
Douglas Stewart
President and Chief Executive Officer
THE SHARES OF COMMON STOCK BEING OFFERED IN THIS OFFERING ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND OR THE SAVINGS ASSOCIATION INSURANCE FUND
OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY STOCK. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
<PAGE>
Xxxxxxxx X, 1997
Dear Member:
We are pleased to announce that Peoples Federal Savings and Loan
Association is converting from a federally chartered mutual savings and loan
association to a federally chartered stock savings and loan association (the
"Conversion"). In conjunction with the Conversion, Peoples Sidney Financial
Corporation, the newly-formed corporation that will serve as holding company for
Peoples Federal, is offering shares of common stock in a subscription offering
and community offering.
Unfortunately, Peoples Sidney Financial Corporation is unable to either
offer or sell its common stock to you because the small number of eligible
subscribers in your jurisdiction makes registration or qualification of the
common stock under the securities laws of your jurisdiction impractical, for
reasons of cost or otherwise. Accordingly, this letter should not be considered
an offer to sell or a solicitation of an offer to buy the common stock of
Peoples Sidney Financial Corporation.
However, as a member of Peoples Federal, you have the right to vote on the
Plan of Conversion at the Special Meeting of Members to be held on Xxxxxxxx X,
1997. Therefore, enclosed is a proxy card, a Proxy Statement (which includes the
Notice of the Special Meeting), Prospectus (which contains information
incorporated into the Proxy Statement) including a complete discussion of the
offering and a return envelope for your proxy card.
I invite you to attend the Special Meeting on Xxxxxxxx X, 1997.
However, whether or not you are able to attend, please complete the enclosed
proxy card and return it in the enclosed envelope.
Sincerely,
Douglas Stewart
President and Chief Executive Officer
<PAGE>
Xxxxxxxx X, 1997
Dear Prospective Investor:
We are pleased to announce that Peoples Federal Savings and Loan
Association, ("Peoples Federal") is converting from a federally chartered mutual
savings and loan association to a federally chartered stock savings and loan
association (the "Conversion"). In conjunction with the Conversion, Peoples
Sidney Financial Corporation, the newly-formed corporation that will serve as
holding company for Peoples Federal, is offering shares of common stock in a
subscription offering and community offering. The sale of stock in connection
with the Conversion will enable Peoples Federal to raise additional capital to
support and enhance its current operations.
We have enclosed the following materials which will help you learn more
about the merits of Peoples Sidney Financial Corporation's common stock as an
investment. Please read and review the materials carefully.
PROSPECTUS: This document provides detailed information about
operations at Peoples Federal and the proposed stock offering.
QUESTIONS AND ANSWERS: Key questions and answers about the stock
offering are found in this pamphlet.
STOCK ORDER FORM & CERTIFICATION FORM: This form is used to purchase
stock by returning it with your payment in the enclosed business reply
envelope. All individuals and entities, registered as the Stock
Certificate, must sign the attached Certification Form. The deadline
for ordering stock is 5:00 p.m., Xxxxxxxx X 1997.
We invite our loyal customers and local community members to become
charter shareholders of Peoples Sidney Financial Corporation. Through this
offering you have the opportunity to buy stock directly from Peoples Sidney
Financial Corporation, without commission or fee. The board of directors and
senior management of Peoples Federal fully support the stock offering.
If you have additional questions regarding the Conversion and stock
offering, please call us at (937) XXX-XXXX, Monday through Friday from 9:00 a.m.
to 6:00 p.m. or stop by the Stock Information Center located at 101 East Court
Street, Sidney, Ohio.
Sincerely,
Douglas Stewart
President and Chief Executive Officer
THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK
INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL
AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY STOCK.
THE OFFER IS MADE ONLY BY THE PROSPECTUS.
<PAGE>
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PROXY GRAM
We recently forwarded to you a proxy statement and related materials regarding
a proposal to convert Peoples Sidney Financial Corporation from a federally
chartered mutual savings and loan association to a federally chartered stock
savings and loan association.
Your vote on our Plan of Conversion has not yet been received. Failure to Vote
has the Same Effect as Voting Against the Conversion.
Your vote is important to us, and we, therefore, are requesting that you sign
the enclosed proxy card and return it promptly in the enclosed postage-paid
envelope.
Voting for the Conversion does not obligate you to purchase stock or affect the
terms or insurance on your accounts.
The Board of Directors unanimously recommend you vote "FOR" the Conversion.
PEOPLES SIDNEY FINANCIAL CORPORATION
Sidney, Ohio
Douglas Stewart
President and Chief Executive Officer
If you mailed the proxy, please accept our thanks and disregard this request.
For further information call (937) 000-0000.
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other governmental agency. This is not an offer to sell or
a solicitation of an offer to buy stock. The offer is made only by the
Prospectus.
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<PAGE>
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STOCK GRAM
We are pleased to announce that Peoples Federal Savings and Loan Association,
("Peoples Federal") is offering shares of common stock in a subscription and
community Offering. The sale of stock in connection with the offering will
enable Peoples Federal to raise additional capital to support and enhance its
current franchise.
We previously mailed to you a Prospectus providing detailed information about
Peoples Federal's operations and the proposed stock offering. We urge you to
read this carefully.
We invite our loyal customers and community members to become shareholders of
Peoples Sidney Financial Corporation (the proposed Holding Company for Peoples
Federal Savings and Loan Association). If you are interested in purchasing the
common stock of Peoples Sidney Financial Corporation, you must submit your Stock
Order Form, Certification Form and payment prior to 5:00 p.m., Sidney, Ohio
Time, on Xxxxxxx X, 1997.
Should you have additional questions regarding the stock offering or need
additional materials, please call the Stock Information Center at (937) 000-0000
or stop by the Stock Information Center at 101 East Court Street in Sidney.
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other governmental agency. This is not an offer to sell or
a solicitation of an offer to buy stock. The offer is made only by the
Prospectus.
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