WSB HOLDING CO
10QSB, 1997-11-07
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                   FORM 10-QSB



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

     For the quarterly period ended September 30, 1997

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

     For the transition period from              to
                                    ------------    ------------

                         Commission File Number 0-22997

                               WSB HOLDING COMPANY
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



        Pennsylvania                                    23-2908963
- -------------------------------            -------------------------------------
(State or othe jurisdiction of             I.R.S. Employer Identification Number
 incorporation or organization)


807 Middle Street, Pittsburgh, Pennsylvania       15212
- -------------------------------------------      ---------
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code:  (412) 231-7297
                                                     --------------

      Indicate by check mark  whether the  registrant  (1) has files all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.


                                                X  Yes                  No
                                               ---                  ---
      
      As of September 30, 1997,  there were 330,600  shares of the  Registrant's
common stock,  par value $0.10 per share,  outstanding.  The  Registrant  has no
other classes of common equity outstanding.

      Transitional small business disclosure format:

                                                   Yes               X  No
                                               ---                  ---

                                      
<PAGE>



                       WSB HOLDING COMPANY AND SUBSIDIARY
                            PITTSBURGH, PENNSYLVANIA


                                TABLE OF CONTENTS



                                                                            PAGE

PART I -       FINANCIAL INFORMATION

Item 1.        Financial Statements

   Consolidated Balance Sheets - (Unaudited) as of
     September 30, 1997 and June 30, 1997                                      3

   Consolidated Statements of Income - (Unaudited) for
     the three months ended September 30, 1997 and 1996                        4

   Consolidated Statements of Cash Flows - (Unaudited)
     for the three months ended September 30, 1997 and 1996                    5

   Notes to (unaudited) Consolidated Financial Statements                      7

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         10-12

PART II - OTHER INFORMATION

Item 1.        Legal Proceedings                                              13

Item 2.        Changes in Securities and use of Proceeds                      13

Item 3.        Defaults Upon Senior Securities                                13

Item 4.        Submission of Matters to a Vote of Security Holders            13

Item 5.        Other Information                                              13

Item 6.        Exhibits and Reports on Form 8-K                               13

SIGNATURES                                                                    14





                                       (2)


<PAGE>

                       WSB HOLDING COMPANY AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)



                                     ASSETS
<TABLE>
<CAPTION>

                                                                  September 30,          June 30,
                                                                      1997                 1997
                                                                  ------------         ------------

<S>                                                               <C>                  <C>         
Cash and cash equivalents:
   Interest bearing                                               $  4,654,344         $  2,547,897
   Non-interest bearing                                                346,667              256,907
Securities held-to-maturity (estimated fair
   value of $ 12,138,093 and $ 11,980,618)                          12,110,919           12,007,456
Securities available-for-sale, at fair value                         2,371,913            2,684,039
Loans and real estate, (net of allowance
   for loan losses of $ 217,490 and $ 208,791)                      14,557,232           14,590,996
Federal Home Loan Bank stock, at cost                                  153,300              153,300
Accrued interest receivable                                            265,900              299,469
Premises and equipment, net                                          1,043,428            1,057,667
Other assets                                                            89,304              146,503
Deferred income taxes                                                   43,896               52,426
                                                                  ------------         ------------

  TOTAL ASSETS                                                    $ 35,636,903         $ 33,796,660
                                                                  ============         ============




                      LIABILITIES AND STOCKHOLDERS' EQUITY


Deposits                                                          $ 28,463,500         $ 28,405,775
Federal Home Loan Bank advances                                      2,000,000            3,000,000
Advances from borrowers for taxes and insurance                        141,895              233,818
Accrued expenses and other liabilities                                 122,294              113,272
Accrued income taxes                                                     5,373                 -
                                                                  ------------         ------------

  TOTAL LIABILITIES                                                 30,733,062           31,752,865
                                                                  ------------         ------------

Commitments and contingencies

Stockholders' equity:
   Preferred stock ($ .10 par value, 1,000,000 shares
     authorized, none outstanding)                                        -                   -
   Common stock ($ .10 par value, 4,000,000 shares
     authorized; 330,600 shares issued and outstanding
     at September 30, 1997)                                             33,060                -
   Paid-in capital                                                   3,021,533                -
   Retained earnings, substantially restricted                       2,112,418            2,063,990
   Net unrealized gain (loss) on securities
     available-for-sale, net of applicable
     income taxes of $ (594) and $ (9,124)                                (890)             (20,195)
   Unearned Employee Stock Ownership Plan shares (ESOP)               (262,280)                -
                                                                  ------------         ------------

    TOTAL STOCKHOLDERS' EQUITY                                       4,903,841            2,043,795
                                                                  ------------         ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 35,636,903         $ 33,796,660
                                                                  ============         ============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       (3)
<PAGE>
                       WSB HOLDING COMPANY AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                       Three Months Ended
                                                                                          September 30,
                                                                                       1997                   1996
                                                                                   ----------             --------
<S>                                                                                <C>                 <C>       
INTEREST AND DIVIDEND INCOME
   Loans                                                                           $  316,266          $  289,231
   Investments                                                                        259,479             233,945
   Other interest earning assets                                                       69,930              24,389
                                                                                   ----------          ----------

               TOTAL INTEREST AND DIVIDEND INCOME                                     645,675             547,565
                                                                                   ----------          ----------

INTEREST EXPENSE
   Deposits                                                                           332,670             320,925
   Advances from FHLB                                                                  43,928                 588
                                                                                   ----------          ----------

               TOTAL INTEREST EXPENSE                                                 376,598             321,513
                                                                                   ----------          ----------

               NET INTEREST INCOME                                                    269,077             226,052

PROVISION FOR LOAN LOSSES                                                               8,700               9,624
                                                                                   ----------          ----------

               NET INTEREST INCOME AFTER
                 PROVISION FOR LOAN LOSSES                                            260,377             216,428
                                                                                   ----------          ----------

NONINTEREST INCOME
   Service charges and other fees                                                      20,812              21,300
   Income from real estate rental                                                         975               1,125
                                                                                   ----------          ----------

               TOTAL NONINTEREST INCOME                                                21,787              22,425
                                                                                   ----------          ----------

NONINTEREST EXPENSE
   Compensation and benefits                                                          117,880              93,830
   Occupancy and equipment expense                                                     34,688              30,735
   Insurance premiums                                                                   6,248             181,204
   Other                                                                               69,547              61,601
                                                                                   ----------          ----------

               TOTAL NONINTEREST EXPENSE                                              228,363             367,370
                                                                                   ----------          ----------

               INCOME (LOSS) BEFORE INCOME TAXES                                       53,801            (128,517)

INCOME TAX EXPENSE (BENEFIT)                                                            5,373             (64,935)
                                                                                   ----------          ----------

               NET INCOME (LOSS)                                                   $   48,428          $  (63,582)
                                                                                   ==========          ==========

EARNINGS PER SHARE (since inception)                                                  $ .16                    N/A
                                                                                      =====                    ===
</TABLE>


See accompanying notes to the unaudited consolidated financial statements.

                                       (4)






<PAGE>
                       WSB HOLDING COMPANY AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                September 30,
                                                                                          1997                1996
                                                                                      ----------          ------------
<S>                                                                                   <C>                  <C>        
OPERATIONS

   Net income (loss)                                                                  $   48,428           $  (63,582)
   Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
        Amortization of:
           Deferred loan origination fees                                                   (826)                (657)
           Premiums and discounts on loans
              and investment securities                                                   (2,767)               1,200
           Unearned ESOP shares                                                            2,915                 -
        Provision for loan losses                                                          8,700                9,624
        Depreciation of premises and equipment                                            14,239               13,239
        (Increase) decrease in:
           Accrued interest receivable                                                    33,569              (11,542)
           Other assets                                                                   57,199               (4,204)
           Deferred income taxes                                                            -                 (84,088)
        Increase (decrease) in:
           Accrued expenses and other liabilities                                          9,022              157,566
           Accrued income taxes                                                            5,373                6,157
                                                                                      ----------           ----------

NET CASH PROVIDED BY OPERATIONS                                                          175,852               23,713
                                                                                      ----------           ----------


INVESTING ACTIVITIES

   Purchases of securities held-to-maturity                                           (2,650,000)          (1,200,000)
   Proceeds from maturities of and principal
      repayments on securities held-to-maturity                                        2,546,537              886,700
   Proceeds from maturities of and principal
      repayments on securities available-for-sale                                        342,728               85,349
   Net loan originations and principal
      repayments on loans                                                                 25,890              (96,013)
   Capitalized improvements on real estate owned                                            -                  (2,150)
   Purchases of premises and equipment                                                      -                 (17,573)
                                                                                      ----------           ----------

NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                                         265,155             (343,687)
                                                                                      ----------           ----------

</TABLE>



See accompanying notes to the unaudited consolidated financial statements.

                                       (5)

<PAGE>

                       WSB HOLDING COMPANY AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                               September 30,
                                                                                          1997                 1996
                                                                                      ------------         ------------


<S>                                                                                   <C>                  <C>         
FINANCING ACTIVITIES
   Net increase (decrease) in deposits                                                      57,725             (403,984)
   Net increase (decrease) FHLB advances                                                (1,000,000)           1,000,000
   Proceeds from issuance of common stock                                                3,041,520                 -
   Payment of conversion costs                                                            (252,122)                -
   Net decrease in advances from borrowers
      for taxes and insurance                                                              (91,923)             (79,090)
                                                                                      ------------         ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                                1,755,200              516,926
                                                                                      ------------         ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                2,196,207              196,952

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                           2,804,804            1,206,031
                                                                                      ------------         ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                              $  5,001,011         $  1,402,983
                                                                                      ============         ============


SUPPLEMENTAL DISCLOSURES Cash paid during the period for:
   Interest on deposits, advances,
      and other borrowings                                                            $    369,305         $    318,892
   Income taxes                                                                       $       -            $       -

</TABLE>


See accompanying notes to the unaudited consolidated financial statements.

                                       (6)

<PAGE>


                       WSB HOLDING COMPANY AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS





NOTE A - ORGANIZATION

WSB Holding  Company  (the  "Company")  was  incorporated  under the laws of the
Commonwealth of Pennsylvania  for the purpose of becoming the holding company of
Workingmens  Bank (the "Bank") in connection  with the Bank's  conversion from a
federally  chartered mutual savings bank to a federally  chartered stock savings
bank,  pursuant to its Plan of Conversion.  The Company commenced  operations on
August 27, 1997, the date of a Subscription Offering of its shares in connection
with the  conversion  of the  Savings  Bank (the  "Conversion").  The  financial
statements of the Bank are presented on a  consolidated  basis with those of the
Company.

The consolidated  financial  statements included herein are for the Company, the
Bank and the Bank's wholly owned  subsidiary,  Workingmens  Service  Corporation
(WSC).  The  impact  of  WSC  on  the  consolidated   financial   statements  is
insignificant.

NOTE B - BASIS OF PREPARATION

The accompanying  unaudited  consolidated  financial statements were prepared in
accordance with  instructions for Form 10-QSB and therefore,  do not include all
disclosures  necessary for a complete  presentation of the consolidated  balance
sheets,   consolidated   statements  of  income,   consolidated   statements  of
stockholders'  equity,  and consolidated  statements of cash flows in conformity
with generally accepted accounting  principles.  However,  all adjustments which
are, in the opinion of management,  necessary for the fair  presentation  of the
interim financial  statements have been included.  All such adjustments are of a
normal  recurring  nature.  The  statement  of income for the three month period
ended September 30, 1997 is not necessarily  indicative of the results which may
be expected for the entire year or any other interim period.

These consolidated  financial  statements should be read in conjunction with the
audited consolidated  financial statements and notes thereto for the Company for
the year  ended  June 30,  1997  which are  included  in the Form SB-2 (file no.
333-29389).

NOTE C - EARNINGS PER SHARE

Earnings per share  amounts for the three month period ended  September 30, 1997
are based on the average  number of shares  outstanding  throughout the periods,
except that the initial issue has been given an effective  date of July 1, 1997.
No  comparative  amounts  have been  presented  for the three month period ended
September  30,  1996  because no shares  were  outstanding  during  the  period.
Unallocated  ESOP shares are not considered as outstanding  for purposes of this
calculation.
















                                       (7)



<PAGE>


                       WSB HOLDING COMPANY AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS





NOTE D - STOCKHOLDERS' EQUITY

The Company was incorporated  under Pennsylvania law in June 1997 to acquire and
hold  all the  outstanding  common  stock  of the  Bank,  as part of the  Bank's
conversion  from a  federally  chartered  mutual  savings  bank  to a  federally
chartered  stock  savings bank. In  connection  with the  conversion,  which was
consummated  on August 27, 1997,  the Company  issued and sold 330,600 shares of
common  stock at a price of $ 10.00  per  share  for  total  net  proceeds  of $
3,053,878  after  conversion  expenses  of $  252,122.  The  Company  retained $
1,416,520 of the proceeds and used the remaining  proceeds to purchase the newly
issued  capital stock of the Bank in the amount of $ 1,372,878 and a loan to the
ESOP of $ 264,480.

The Bank may not  declare or pay a cash  dividend  if the effect  thereof  would
cause its net worth to be reduced  below  either the  amounts  required  for the
liquidation  account  discussed  below or the  regulatory  capital  requirements
imposed by federal and state regulations.

At the time of  conversion,  the Bank  established a  liquidation  account in an
amount  equal to its retained  income as  reflected  in the latest  consolidated
balance sheet used in the final conversion  prospectus.  The liquidation account
is  maintained  for the benefit of  eligible  account  holders  who  continue to
maintain their deposit accounts in the Bank after conversion.  In the event of a
complete  liquidation  of the  Bank  (and  only  in  such  an  event),  eligible
depositors  who  continue  to maintain  accounts  shall be entitled to receive a
distribution  from the  liquidation  account before any  liquidation may be made
with respect to common stock.

NOTE E - EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

As part of the conversion  discussed in Note D, an Employee Stock Ownership Plan
(ESOP) was  established for all employees who have completed one year of service
and have  attained  the age of 21. The ESOP  borrowed $ 264,480 from the Company
and used the funds to  purchase  26,448  shares of common  stock of the  Company
issued in the  offering.  The loan will be repaid  principally  from the  Bank's
discretionary  contributions to the ESOP over a period of 10 years. On September
30, 1997, the loan had an outstanding  balance of $ 264,480 and an interest rate
of 8.5%.  The loan  obligation of the ESOP is considered  unearned  compensation
and, as such,  recorded as a reduction of the  Company's  stockholders'  equity.
Both the loan obligation and the unearned  compensation are reduced by an amount
of the loan repayments made by the ESOP. Shares purchased with the loan proceeds
are held in a suspense account for allocation among  participants as the loan is
repaid.  Contributions to the ESOP and shares released from the suspense account
are allocated  among  participants  on the basis of  compensation in the year of
allocation.  Benefits  become  fully vested at the end of seven years of service
under the terms of the ESOP  Plan.  Benefits  may be  payable  upon  retirement,
death,  disability,   or  separation  from  service.  Since  the  Bank's  annual
contributions  are  discretionary,  benefits  payable  under the ESOP  cannot be
estimated.  Compensation expenses are recognized to the extent of the fair value
of shares committed to be released.










                                       (8)




<PAGE>

                       WSB HOLDING COMPANY AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS





For the three months ended September 30, 1997,  compensation  from the ESOP of $
2,915 was expensed.  Compensation is recognized at the average fair value of the
ratably released shares during the accounting period as the employees  performed
services.  At September 30, 1997,  the ESOP had 220 allocated  shares and 26,228
unallocated shares.

The ESOP  administrators  will  determine  whether  dividends on  allocated  and
unallocated shares will be used for debt service.  Any allocated  dividends used
will be replaced with common stock of equal value.  For the purpose of computing
earnings  per  share,  all  ESOP  shares  committed  to be  released  have  been
considered outstanding.


NOTE F - ASSET QUALITY

At September 30, 1997, the Company had total  nonperforming  loans (i.e.,  loans
which are  contractually  past due 90 days or more) of  approximately $ 831,000.
Nonperforming  loans  were 5.6% of total  loans at  September  30,  1997.  Total
nonperforming  assets as a percent of total  assets at  September  30,  1997 was
2.3%.


























                                       (9)



<PAGE>

         MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS



General

The following discussion and analysis is intended to assist in understanding the
financial condition and the results of operations of the Company.  References to
the "Company" and "Bank" include WSB Holding Company and/or  Workingmens Bank as
appropriate.

Comparison of Financial Condition at September 30, 1997 and June 30, 1997.

Total consolidated  assets increased by approximately 1.8 million,  or 5.4% to $
35.6  million at September  30, 1997 from $ 33.8  million at June 30, 1997.  The
increase in total assets was primarily attributable to the net proceeds received
from the initial public offering.

Savings deposits  remained  consistent from June 30, 1997 to September 30, 1997,
while total interest  bearing  liabilities  decreased $ 1 million,  or 3.0% to $
30.5  million at September  30, 1997 from $ 31.4  million at June 30, 1997.  The
decrease reflects a $ 1 million repayment on borrowings from the FHLB.

Comparison  of Results of  Operations  for the three months ended  September 30,
1997 and 1996.

Net Income. Net income increased $ 112,000 from a loss of $ 64,000 for the three
months  ended  September  30, 1996 to a profit of $ 48,000 for the three  months
ended  September  30,  1997.  The  change was  primarily  the result of the 1996
recognition of the one-time SAIF special insurance assessment in the  amount  of
$108,000 (after taxes).

Net  Interest  Income.  Net interest  income  increased $ 43,000 or 19.0% from $
226,000 for the three months ended September 30, 1996 to $ 269,000 for the three
months  ended  September  30,  1997.  The  improvement  in net  interest  income
primarily reflects an increase in average  interest-earning  assets over average
interest-bearing  liabilities  for the  Company of $ 1.4 million or 179% for the
three months ended September 30, 1997 as compared to 1996. This was primarily as
a result of the  proceeds  from the stock  offering.  The  interest  rate spread
remained  consistent  at 2.97% for three months  ending  September  30, 1997 and
1996.

Provision  for Loan  Losses.  At  September  30,  1997,  we had loans  totalling
$831,000 in our loan portfolio that were classified as  nonperforming  loans, on
which we are not receiving any interest. Of this amount, payment of $665,000 was
due from one borrower on June 30, 1997 and was not received.  This borrower held
16  individual  loans that ranged from  $30,000 to $100,000  and were secured by
one- to four-family residences in the city of Pittsburgh. Subsequent to June 30,
1997, this borrower declared bankruptcy.  The bankruptcy  proceeding might delay
foreclosure  proceedings for a prolonged period of time. If so, we will lose the
ability  to use  any  monies  that we  might  receive  from  the  sale of  these
properties and there is no guarantee that the value of these  properties will be
maintained or that the value of the properties received from foreclosure will be
sufficient to pay the amounts  outstanding on these loans.  While we believe our
loan loss  allowance is adequate,  there can be no assurance  that our allowance
for loan loss will be adequate to cover  significant  losses that we might incur
in the future.  Also,  risks  associated with these loans and losses incurred on
these loans might result in higher provisions for loan losses in the future.








                                      (10)

<PAGE>


Noninterest  Expense.  Our noninterest  expense  decreased by $ 139,000 or 37.9%
from $ 367,000 for the three  months ended  September  30, 1996 to $ 228,000 for
the  three  months  ended   September  30,  1997.  The  decrease  was  primarily
attributable  to a decrease  in our  insurance  premiums  due the 1996  one-time
special SAIF assessment of $ 161,000 offset by an increase in our  compensation,
pension and ESOP expenses of $ 24,000.

A great deal of information has been disseminated about the global computer year
2000. Many computer  programs that can only  distinguish the final two digits of
the year entered (a common  programming  practice in earlier years) are expected
to read entries for the year 2000 as the year 1900 and compute payment, interest
or  delinquency  based on the wrong date or are expected to be unable to compute
payment,  interest  or  delinquency.  Rapid  and  accurate  data  processing  is
essential to the operation of the Bank.  Date  processing  is also  essential to
most other financial institutions and many other companies.  All of the material
data  processing  of the Bank that could be affected by this problem is provided
by a third party service bureau.  The service bureau of the Bank has advised the
Bank that it expects to resolve  this  potential  problem  before the year 2000.
However,  if the service bureau is unable to resolve this  potential  problem in
time,  the Bank would likely  experience  significant  data  processing  delays,
mistakes  or  failures.   These  delays,  mistakes  or  failures  could  have  a
significant  adverse impact on the financial condition and results of operations
of the Bank.

Income Tax Expense (Benefit).  Our income tax expense for the three months ended
September  30, 1997 was $ 5,000  compared to a benefit of $ 65,000 for the three
months ended  September 30, 1996.  The $ 70,000 change in expense was the result
of pre-tax income increasing by $ 183,000, which was primarily the result of the
SAIF special  insurance  assessment and the increase in our net interest  income
offset by an increase in our compensation and benefits.  Additionally, we invest
in tax-exempt securities which provides us with nontaxable income.

Liquidity and Capital Resources

The Company's primary sources of funds are new deposits, proceeds from principal
and interest  payments of loans, and repayments on  mortgage-backed  securities.
While maturities and scheduled amortization of loans are a predictable source of
funds,  deposit flows and mortgage prepayments are greatly influenced by general
interest  rates,  economic  conditions and  competition.  The Company  maintains
liquidity levels adequate to fund loan  commitments,  investment  opportunities,
deposit withdrawals and other financial commitments.  At September 30, 1997, the
Bank had obligations to  fund  outstanding  loan  commitments  of  approximately
$472,000.

At September  30,  1997,  management  had no knowledge of any trends,  events or
uncertainties  that will have or are reasonably  likely to have material effects
on the  liquidity,  capital  resources or operations of the Company.  Further at
September 30, 1997,  management was not aware of any current  recommendations by
the regulatory authorities which, if implemented, would have such an effect.
















                                      (11)
<PAGE>






The Bank exceeded all of its capital  requirements  at September  30, 1997.  The
Bank had the following capital ratios at September 30, 1997:



                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                           For Capital               Categorized as           
                                               Actual                  Adequacy Purposes            "Well Capitalized"
                                      ------------------------      -----------------------     ----------------------------
                                       Amount           Ratio        Amount           Ratio       Amount           Ratio
                                      ------------------------      -----------------------     ----------------------------
<S>                                    <C>              <C>         <C>               <C>       <C>              <C>  
As of September 30, 1997:                                                                      
                                                                                               
Total Risk-Based Capital                                                                       
   (To risk weighted assets)            $ 3,664          25.4%       $ 1,152           8.0%      $ 1,445          10.0%
                                                                                               
                                                                                               
Tier I Capital                                                                                 
  (To risk weighted assets)             $ 3,484          24.1%         $ 578           4.0%        $ 867           6.0%
                                                                                               
                                                                                               
Tier I Capital                                                                                 
   (To total assets)                    $ 3,484           9.8%       $ 1,425           4.0%      $ 1,782           5.0%
                                                                                               
                                                                                               
Tangible Capital                                                                               
   (To total assets)                    $ 3,484           9.8%         $ 535           1.5%      $ 1,782           5.0%
</TABLE>                                                      




                                      (12)
<PAGE>

Part II.      OTHER INFORMATION


Item 1.       Legal Proceedings
              -----------------

              From time to time, the Company and its subsidiaries may be a party
              to various legal proceedings incident to its or their business. At
              September 30, 1997,  there were no legal  proceedings to which the
              Company or any subsidiary was a party, or to which of any of their
              property was subject,  which were expected by management to result
              in a material loss.

Item 2.       Changes in Securities and use of Proceeds
              -----------------------------------------

              (d)       Use of Proceeds

              (1)       The  effective  date of the Form SB-2 was July 15,  1997
                        and the Commission file number was 333-29389.

              (2)       The Offering commenced on July 25, 1997.

              (3)       Not applicable.
<TABLE>
<CAPTION>
              <S>       <C>         <C>
              (4)       (i)         The Offering has terminated but did not terminate before the
                                    sale of all securities registered;

                        (ii)        The name of the managing underwriter: Trident Securities,
                                    Inc;

                        (iii)       Common stock, par value $.10 per share was registered;

                        (iv)        Amount registered - 330,600 shares;
                                    Aggregate price of offering amount
                                    registered  -  $3,306,000;   
                                    Amount  sold - 330,600 shares; 
                                    Aggregate offering price of the stock 
                                    sold to date - $3,306,000;

                        (v)         Expenses of the  offering  which were direct
                                    or indirect payments to others:

                                    Underwriting discounts and commissions -
                                    $60,000;    
                                    Expenses paid to and for underwriters - 
                                    $26,694;  
                                    Other Expenses - $165,428 (Estimate);
                                    Total Expenses - $252,122 (Estimate);

                        (vi)        Net offering proceeds - $3,053,878;

                        (vii)       Direct or indirect payments to affiliates -

                                    Loan to ESOP of subsidiary bank - $264,480;
                                    Purchase outstanding stock of subsidiary bank - 
                                    $1,372,878; 
                                    Short Term investments - Passbook savings
                                    account of subsidiary bank - $1,416,520;

                        (vii)       Not applicable.
</TABLE>

Item 3.    Defaults Upon Senior Securities
           -------------------------------

              None

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

              None

Item 5.    Other Information
           -----------------

              None

                                      (13)
<PAGE>



Item 6.    Exhibits and Reports on Form 8-K
           --------------------------------


<TABLE>
<CAPTION>
         <S>  <C>             <C>
         (a)

              (3)(i)          Articles of  Incorporation  of WSB Holding Company (incorporated by
                              reference  to the  registration statement on Form SB-2 (333-29389).

              (3)(ii)         Bylaws of  Incorporation  of WSB  Holding  Company (incorporated by
                              reference  to the  registration statement on Form SB-2 (333-29389).

              (4)             Specimen Stock Certificate of WSB Holding Company (incorporated
                              by reference to the registration statement on Form SB-2 (333-
                              29389).

              (10)            Form of employment agreement with Robert Neudorfer (incorporated
                              by reference to the registration statement on Form SB-2 (333-
                              29389).

              (27)            Financial Data Schedule (electronic filing only)

          (b)                 Reports on Form 8-K

                              None.

</TABLE>



                                      (14)


<PAGE>

                                   SIGNATURES




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

                               WSB Holding Company



Date:    November 7, 1997               By /s/ Robert D. Neudorfer
       ------------------                    --------------------
                                               Robert D. Neudorfer, President



Date:    November 7, 1997               By /s/ Ronald W. Moreschi
       ------------------                     -------------------
                                               Ronald W. Moreschi
                                               Vice President and Treasurer




                                      (15)




<TABLE> <S> <C>


<ARTICLE>                                            9

<MULTIPLIER>                                         1
       
<S>                                               <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              JUN-30-1998
<PERIOD-END>                                   SEP-30-1997
<CASH>                                            346,667
<INT-BEARING-DEPOSITS>                          4,654,344
<FED-FUNDS-SOLD>                                        0  
<TRADING-ASSETS>                                        0
<INVESTMENTS-HELD-FOR-SALE>                     2,371,913
<INVESTMENTS-CARRYING>                         12,110,919
<INVESTMENTS-MARKET>                           12,138,093
<LOANS>                                        14,774,722
<ALLOWANCE>                                       217,490
<TOTAL-ASSETS>                                 35,636,903
<DEPOSITS>                                     28,463,500
<SHORT-TERM>                                            0
<LIABILITIES-OTHER>                               269,562
<LONG-TERM>                                     2,000,000
                                   0
                                             0
<COMMON>                                           33,060
<OTHER-SE>                                      2,759,253
<TOTAL-LIABILITIES-AND-EQUITY>                 35,636,903
<INTEREST-LOAN>                                   316,266
<INTEREST-INVEST>                                 259,479
<INTEREST-OTHER>                                   69,930
<INTEREST-TOTAL>                                  645,675
<INTEREST-DEPOSIT>                                332,670
<INTEREST-EXPENSE>                                376,598
<INTEREST-INCOME-NET>                             269,077
<LOAN-LOSSES>                                       8,700
<SECURITIES-GAINS>                                      0
<EXPENSE-OTHER>                                   228,363
<INCOME-PRETAX>                                    53,801
<INCOME-PRE-EXTRAORDINARY>                         53,801
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                       48,428
<EPS-PRIMARY>                                         .16
<EPS-DILUTED>                                           0
<YIELD-ACTUAL>                                       3.25
<LOANS-NON>                                       831,191
<LOANS-PAST>                                      831,191
<LOANS-TROUBLED>                                        0
<LOANS-PROBLEM>                                         0
<ALLOWANCE-OPEN>                                  208,791
<CHARGE-OFFS>                                           0
<RECOVERIES>                                            0
<ALLOWANCE-CLOSE>                                 217,490
<ALLOWANCE-DOMESTIC>                                    0
<ALLOWANCE-FOREIGN>                                     0
<ALLOWANCE-UNALLOCATED>                                 0
        


</TABLE>


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