WSB HOLDING CO
10QSB, 2000-02-09
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 December 31, 1999

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


                             X  Yes          No
                            ---          ---

      As of January 31,  2000,  there were  302,684  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 - as of December 31, 1999
     (Unaudited) and June 30, 1999                                          3

   Consolidated Statements of Income - (Unaudited) for the six months
     ended December 31, 1999 and 1998                                       4

   Consolidated Statements of Income - (Unaudited) for
     the three months ended December 31, 1999 and 1998                      5

   Consolidated Statements of Cash Flows - (Unaudited)
     for the six months ended December 31, 1999 and 1998                    6-7

   Notes to (Unaudited) Consolidated Financial Statements                   8-9

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


<PAGE>
                       WSB HOLDING COMPANY AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                     December 31,
                                                                                         1999              June 30,
                                                                                    (Unaudited)             1999
                                                                                  ---------------       -----------
<S>                                                                               <C>                <C>
Cash and cash equivalents:
   Interest bearing                                                                $      543,889     $   3,161,518
   Non-interest bearing                                                                   451,966           250,666
Securities held-to-maturity (estimated fair
   value of $14,346,471 and $13,959,821)                                               15,283,390        14,373,813
Securities available-for-sale, at fair value                                            3,458,578         3,909,755
Loans and real estate, net                                                             19,015,556        16,989,946
Cash value of life insurance                                                            1,185,942         1,162,749
Federal Home Loan Bank stock, at cost                                                     153,300           153,300
Accrued interest receivable                                                               356,909           303,415
Premises and equipment, net                                                               952,163           986,468
Other assets                                                                              119,409            64,927
                                                                                     ------------      ------------


  TOTAL ASSETS                                                                       $ 41,521,102      $ 41,356,557
                                                                                     ============      ============

                                        LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                             $ 34,354,717      $ 35,250,627
Federal Home Loan Bank advances                                                         2,000,000         1,000,000
Advances from borrowers for taxes and insurance                                           263,384           227,241
Accrued expenses and other liabilities                                                     89,823            83,671
Accrued income taxes                                                                       59,288            10,690
                                                                                     ------------      ------------


  TOTAL LIABILITIES                                                                    36,767,212        36,572,229
                                                                                     ------------      ------------

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 302,684 shares outstanding at
     December 31, 1999 and 330,600 shares issued and
     312,934 shares outstanding at June 30, 1999)                                          33,060            33,060
   Additional paid-in capital                                                           2,994,394         2,994,026
   Retained earnings, substantially restricted                                          2,349,746         2,287,772
   Unearned Employee Stock Ownership Plan shares (ESOP)                                  (202,763)         (215,988)
   Unearned compensation - Restricted Stock Plan (RSP)                                   (118,851)         (139,679)
   Treasury stock, at cost; 27,916 and 17,666 shares                                     (311,742)         (204,792)
   Accumulated other comprehensive income, net
     of applicable income taxes of $4,305 and $12,826                                      10,046            29,929
                                                                                     ------------      ------------

    TOTAL STOCKHOLDERS' EQUITY                                                          4,753,890         4,784,328
                                                                                     ------------      ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $ 41,521,102      $ 41,356,557
                                                                                     ============      ============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

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

                                                            Six Months Ended
                                                              December 31,
                                                            1999         1998
                                                         ----------   ----------

INTEREST AND DIVIDEND INCOME
   Loans                                                 $  706,171   $  682,634
   Investments                                              633,920      500,022
   Other interest earning assets                             75,993      165,094
                                                         ----------   ----------

                  TOTAL INTEREST AND DIVIDEND INCOME      1,416,084    1,347,750
                                                         ----------   ----------

INTEREST EXPENSE
   Deposits                                                 735,207      734,289
   Advances from FHLB                                        32,914       28,900
                                                         ----------   ----------

                  TOTAL INTEREST EXPENSE                    768,121      763,189
                                                         ----------   ----------

                  NET INTEREST INCOME                       647,963      584,561

PROVISION FOR LOAN LOSSES                                      --           --
                                                         ----------   ----------

                  NET INTEREST INCOME AFTER
                    PROVISION FOR LOAN LOSSES               647,963      584,561
                                                         ----------   ----------

NONINTEREST INCOME
   Service charges and other fees                            78,995       43,455
   Gain on sale of securities available-for-sale              4,037       46,769
   Gain on sale of foreclosed real estate                      --         20,665
   Income from real estate rental                             2,050        3,540
                                                         ----------   ----------

                  TOTAL NONINTEREST INCOME                   85,082      114,429
                                                         ----------   ----------

NONINTEREST EXPENSE
   Compensation and benefits                                310,815      280,612
   Occupancy and equipment expense                           86,154       80,906
   Federal insurance premiums                                16,857       15,424
   Other                                                    187,873      215,566
                                                         ----------   ----------

                  TOTAL NONINTEREST EXPENSE                 601,699      592,508
                                                         ----------   ----------

                  INCOME BEFORE INCOME TAXES                131,346      106,482

INCOME TAX EXPENSE                                           44,449       34,898
                                                         ----------   ----------

                  NET INCOME                             $   86,897   $   71,584
                                                         ==========   ==========

EARNINGS PER COMMON SHARE-BASIC                          $      .32   $      .23
                                                         ==========   ==========

EARNINGS PER COMMON SHARE-DILUTED                        $      .32   $      .23
                                                         ==========   ==========

See accompanying notes to the unaudited consolidated financial statements.

                                      (4)
<PAGE>
                       WSB HOLDING COMPANY AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                                           Three Months Ended
                                                              December 31,
                                                            1999         1998
                                                          ---------    ---------
INTEREST AND DIVIDEND INCOME
   Loans                                                  $ 354,204    $ 341,817
   Investments                                              325,060      263,967
   Other interest earning assets                             29,134       85,631
                                                          ---------    ---------

                  TOTAL INTEREST AND DIVIDEND INCOME        708,398      691,415
                                                          ---------    ---------

INTEREST EXPENSE
   Deposits                                                 358,417      371,811
   Advances from FHLB                                        18,464       14,450
                                                          ---------    ---------

                  TOTAL INTEREST EXPENSE                    376,881      386,261
                                                          ---------    ---------

                  NET INTEREST INCOME                       331,517      305,154

PROVISION FOR LOAN LOSSES                                      --           --
                                                          ---------    ---------

                  NET INTEREST INCOME AFTER
                    PROVISION FOR LOAN LOSSES               331,517      305,154
                                                          ---------    ---------

NONINTEREST INCOME
   Service charges and other fees                            41,071       22,424
   Gain (loss) on sale of securities available-for-sale      (2,132)      17,838
   Income from real estate rental                             1,125        1,325
                                                          ---------    ---------

                  TOTAL NONINTEREST INCOME                   40,064       41,587
                                                          ---------    ---------

NONINTEREST EXPENSE
   Compensation and benefits                                155,195      142,865
   Occupancy and equipment expense                           42,462       40,245
   Federal insurance premiums                                 8,547        7,693
   Other                                                     95,547      116,438
                                                          ---------    ---------

                  TOTAL NONINTEREST EXPENSE                 301,751      307,241
                                                          ---------    ---------

                  INCOME BEFORE INCOME TAXES                 69,830       39,500

INCOME TAX EXPENSE                                           23,633       12,421
                                                          ---------    ---------

                  NET INCOME                              $  46,197    $  27,079
                                                          =========    =========

EARNINGS PER COMMON SHARE-BASIC                           $     .17    $     .09
                                                          =========    =========

EARNINGS PER COMMON SHARE-DILUTED                         $     .17    $     .09
                                                          =========    =========

See accompanying notes to the unaudited consolidated financial statements.

                                      (5)
<PAGE>
                       WSB HOLDING COMPANY AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                Six Months Ended
                                                                                  December 31,
                                                                               1999            1998
                                                                         ------------    ------------
<S>                                                                     <C>             <C>
OPERATING ACTIVITIES

   Net income                                                            $     86,897    $     71,584
   Adjustments to reconcile net income to net
      cash provided by operating activities:
         Amortization of:
              Deferred loan origination fees                                     (546)         (1,126)
              Premiums and discounts on investment securities                     650          28,636
              Net loss (gain) on sale of securities available-for-sale         (4,037)        (46,769)
              Net gain on sales of real estate owned                             --           (20,665)
              Unearned ESOP shares                                             13,593          17,049
              Compensation expense related to RSP                              20,828          20,828
         Depreciation of premises and equipment                                38,399          25,844
         (Increase) decrease in:
              Accrued interest receivable                                     (53,494)          3,093
              Other assets                                                    (38,748)         42,331
              Income taxes receivable                                          48,598            --
              Deferred income taxes                                           (11,219)         (5,652)
              Cash value life insurance                                       (23,193)           --
         Increase (decrease) in:
              Accrued expenses and other liabilities                           10,158          (1,498)
              Accrued income taxes                                               --            38,153
                                                                           ----------      ----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                      87,886         171,808
                                                                           ----------      ----------

INVESTING ACTIVITIES

   Purchases of securities held-to-maturity                                (1,101,353)    (11,134,996)
   Proceeds from maturities of and principal
      repayments on securities held-to-maturity                               188,478      10,053,449
   Proceeds from sale of securities available-for-sale                        375,252         613,167
   Purchases of securities available-for-sale                                (240,054)     (1,512,521)
   Proceeds from maturities of and principal
      repayments on securities available-for-sale                             294,260         165,661
   Net loan originations and principal repayments on loans                 (2,025,064)       (154,287)
   Proceeds from sales of real estate owned                                      --           220,586
   Purchases of premises and equipment                                         (4,094)        (29,246)
                                                                           ----------      ----------

NET CASH USED BY INVESTING ACTIVITIES                                      (2,512,575)     (1,778,187)
                                                                           ----------      ----------
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                      (6)
<PAGE>

                       WSB HOLDING COMPANY AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                          Six Months Ended
                                                                                            December 31,
                                                                                         1999          1998
                                                                                    -----------    ------------
<S>                                                                                 <C>            <C>
FINANCING ACTIVITIES
   Net (decrease) increase in deposits                                                 (895,910)     1,706,640
   Net increase in Federal Home Loan Bank advances                                    1,000,000             --
   Purchase of treasury stock                                                          (106,950)       (47,297)
   Dividends paid                                                                       (24,923)       (13,918)
   Net increase in advances from borrowers for taxes and insurance                       36,143         24,019
   Contribution to Restricted Stock Plan (RSP) for the
      purchase of treasury stock                                                             --       (191,748)
                                                                                    -----------    -----------

NET CASH USED BY FINANCING ACTIVITIES                                                     8,360      1,477,696
                                                                                    -----------    -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                            (2,416,329)      (128,683)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      3,412,184      5,157,544
                                                                                    -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $   995,855    $ 5,028,861
                                                                                    ===========    ===========


SUPPLEMENTAL DISCLOSURES Cash paid during the period for:
   Interest on deposits, advances,
      and other borrowings                                                          $   789,648    $   766,282
                                                                                    ===========    ===========
   Income taxes                                                                     $     6,500    $     2,400
                                                                                    ===========    ===========

Transfer from loans to real estate acquired through foreclosure                     $    19,525    $        --
                                                                                    ===========    ===========
</TABLE>



See accompanying notes to the unaudited consolidated financial statements.

                                      (7)
<PAGE>

                       WSB HOLDING COMPANY AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - 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 six month and three
month  periods  ended  December 31, 1999 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,  1999 which are  included  in the Form 10KSB  (file no.
0-22997).

NOTE B - EARNINGS PER SHARE

The  following  data shows the amounts used in computing  earnings per share and
the  effect on income  and the  weighted  average  number of shares of  dilutive
potential common stock.

<TABLE>
<CAPTION>
                                                                      Six Months Ended
                                                                         December 31,
                                                                      1999           1998
                                                                  -----------      ---------

<S>                                                              <C>               <C>
Net income                                                        $ 86,897          $ 71,584

Adjustments                                                              -                 -
                                                                  --------          --------
Income available to common
   stockholders used in basic and diluted EPS                     $ 86,897          $ 71,584
                                                                  ========          ========

Weighted average number of shares used in basic EPS                271,668           305,170

Effect of dilutive securities                                            -                 -
                                                                  --------          --------

Weighted number of shares and dilutive potential common stock
   used in diluted EPS                                             271,668           305,170
                                                                  ========         =========

</TABLE>


                                      (8)

<PAGE>
                       WSB HOLDING COMPANY AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE C - EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

At December 31, 1999, the ESOP had 6,161 allocated shares and 20,287 unallocated
shares.  For the  purpose  of  computing  earnings  per share,  all ESOP  shares
committed to be released have been considered outstanding.


NOTE D - COMPREHENSIVE INCOME

Total  comprehensive  income for the six months ended December 31, 1999 and 1998
was $67,014 and $63,654, respectively.  Total comprehensive income for the three
months ended December 31, 1999 and 1998 was $95,707 and $82,946, respectively.



                                      (9)
<PAGE>

         MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS


The  Private  Securities  Litigation  Reform Act of 1995  contains  safe  harbor
provisions regarding forward-looking  statements.  When used in this discussion,
the words  "believes",  "anticipates",  "contemplates",  "expects",  and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties  which could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest  rates,  risks  associated with the ability to control costs
and expenses, Year 2000 issues, and general economic conditions. We undertake no
obligation  to publicly  release the results of any  revisions to those  forward
looking  statements which may be made to reflect events or  circumstances  after
the date hereof or to reflect the occurrence of unanticipated events.

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
"we",  "us" and "our" refer  collectively to WSB Holding Company and Workingmens
Bank.

Financial Condition

Our total  consolidated  assets of  $41,500,000  at December  31, 1999  remained
relatively  unchanged  from  June  30,  1999.  At  December  31,  1999,  we used
approximately  $2,000,000 million of our interest-bearing cash and $1,000,000 of
FHLB advances to fund loan originations of $2,000,000 and to purchase $1,000,000
of investment securities held to maturity.

Our  deposits  decreased  $896,000  to  $34,355,000  at  December  31, 1999 from
$35,250,000  at June 30,  1999.  During the quarter  ended  December  31,  1999,
competing  banks  in our  surrounding  area  offered  higher  interest  rates on
certificates  of deposit  accounts than we currently  offer. In order to enhance
our profitability, we decided not to match such interest rates.

Results of Operations

Net Income.  Net income increased $15,300 or 21.4% to $86,900 for the six months
ended December 31, 1999 from $71,600 for the comparable 1998 period.  Net income
increased  $19,000 or 70.4% to $46,000 for the three months  ended  December 31,
1999 from $27,000 for the comparable 1998 period. The increase in net income for
both periods was primarily a result of our increase in core earnings.

Net Interest Income.  Net interest income increased  $63,000 to $648,000 for the
six months ended December 31, 1999 from $585,000 for the comparable 1998 period.
The  increase  was  primarily  due to a $2.55  million  increase  in the average
interest-earning  assets,  offset by a 12 basis  point  decrease  in the average
yield  earned  thereon.  The  average  balance of  interest-bearing  liabilities
increased by $2.62  million,  offset by a 29 basis point decrease in the average
rate paid thereon.  The interest rate spread (the difference between our average
yield on our  average  interest  earnings  assets  and our  average  cost on our
average  interest  bearing  liabilities)  increased  to 2.87% for the six months
ended  December 31, 1999 from 2.70% for the  comparable  1998 paid. Our increase
was  primarily  the result of  decreases  in the  average  interest  paid on the
average balance of certificates of deposits.


                                      (10)

<PAGE>

Net  interest  income  increased  $27,000 to $332,000 for the three months ended
December 31, 1999 from $305,000 for the comparable 1998 period. The increase was
primarily due to a $1.82 million increase in the average interest-earning assets
and a 20 basis point increase in the average yield earned  thereon.  The average
balance of  interest-bearing  liabilities  increased by $1.71  million which was
offset by a 5 basis  point  decrease  in the  average  rate paid on the  average
balance of  certificates  of deposit.  Additionally,  the  interest  rate spread
increased to 2.86% for the three  months ended  December 31, 1999 from 2.61% for
the  comparable  1998  period.  The  increase  in the  interest  rate spread was
primarily the result of an increase in our lending  activities which generated a
higher average interest income yield.

Noninterest Income and Noninterest  Expense. For the six months and three months
ended  December  31,  1999,  noninterest  income  decreased  $29,000 and $1,600,
respectively,  from the  comparable  1998 periods.  For the six months and three
months ended December 31, 1998, we recognized  gains from the sales of available
for sale securities of $47,000 and $17,800, respectively.  Additionally, for the
six months ended  December 31, 1998, we recognized a $21,000 gain on the sale of
foreclosed real estate.  For the comparable 1999 periods,  we had fewer sales in
our  available  for  sale  securities  portfolio  and  recognized  no  sales  on
foreclosed real estate.

However,  for the six  months and three  months  ended  December  31,  1999,  we
increased   service   charges  and  other  fees  income   $36,000  and  $19,000,
respectively,  from the comparable  1998 periods.  Such increases were primarily
the result of the income we earned from our investment in life insurance for our
executive  officers  and  directors.   Such  investment  is  to  be  used  as  a
supplemental retirement plan for such officers and directors. For the six months
and three months ended  December 31, 1999, we recognized  approximately  $15,000
and $5,000, respectively, of compensation expenses in connection with such plan.
Additionally, for the six months and three months ended December 31, 1999, other
noninterest  expense  decreased  $28,000  and  $21,000,  respectively,  from the
comparable 1998 periods,  due primarily to a decrease in payment of professional
fees.

Liquidity and Capital Resources

Our 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.  We maintain  liquidity
levels  adequate to fund loan  commitments,  investment  opportunities,  deposit
withdrawals  and other  financial  commitments.  At December  31,  1999,  we had
obligations to fund outstanding loan commitments of approximately  $936,000, for
which adequate resources were available to fund these loans.


                                      (11)

<PAGE>



Year 2000

Like many financial  institutions,  we rely on computers to conduct our business
and  information  systems  processing.  Industry  experts were concerned that on
January 1, 2000,  some  computers  might not be able to  interpret  the new year
properly,  causing computer  malfunctions.  Some banking industry experts remain
concerned that some computers may not be able to interpret  additional  dates in
the year 2000  properly.  We have operated and evaluated our computer  operating
systems  following  January  1,  2000 and  have not  identified  any  errors  or
experienced  any computer system  malfunctions.  We will continue to monitor our
information systems to assess whether our systems are at risk of misinterpreting
any future dates and will develop, if needed,  appropriate  contingency plans to
prevent any potential system malfunction or correct any system failures. We have
not  been  informed  of any  such  problem  experienced  by our  vendors  or our
customers.

However,  it is too soon to conclude that there will not be any problems arising
from the Year 2000 problem,  particularly with some of our vendors or customers.
We will  continue to monitor our  significant  vendors of goods and services and
customers  with respect to any Year 2000 problems they may  encounter,  as those
issues may effect our ability to continue operations,  or might adversely affect
our financial  position,  results of operations and cash flows. At this time, we
do not believe that these potential  problems will materially impact the ability
to continue our operations. However, no assurance can be given that this will be
the case.

                                      (12)
<PAGE>
Part II. OTHER INFORMATION

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

         From time to time,  the  Company and its  subsidiary  may be a party to
         various  legal  proceedings  incident  to its  or  their  business.  At
         December 31, 1999, 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
         -----------------------------------------

                  None

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

                  None

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

         The annual meeting of  shareholders  of WSB Holding Company was held on
         October 18, 1999.

         The  shareholders  elected the one nominee for  director  as  described
         in the proxy  statement  for the annual  meeting.  The  results for the
         re-election  of Johanna C. Guehl as director  were  200,718  shares  or
         79.8%  in  favor,  and  50,808  shares  or  20.2% withheld.  The  other
         continuing  directors are Robert D. Neudorfer,  Stanford H.  Rosenberg,
         Joseph Manfred and John P. Mueller.

         The shareholders  ratified Stokes Kelly & Hinds, LLC as the independent
         auditors of the Company for the fiscal year ending June 30,  2000.  The
         results were 244,193 shares or 97.1% in favor,  and 2,324 shares or .9%
         against and 5,009 abstain.

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

                  None

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         (a)
             (3)(i)      Restated  Articles of Incorporation of WSB Holding
                           Company*
             (3)(ii)     Bylaws  of  WSB  Holding   Company**
             (4)         Specimen  Stock Certificate of WSB Holding  Company**
             (10)        Employment  Agreement between Workingmens Bank and
                           Robert Neudorfer***
             (10.1)      1999 Stock Option Plan****
             (10.2)      Workingmens Bank Restricted Stock Plan and Trust
                           Agreement****
             (10.3)      Form of Supplemental Benefit Agreement*****
             (10.4)      Form of Split  Dollar  Agreement*****
             (27)        Financial Data Schedule (electronic filing only)

         (b) Reports on Form 8-K

             None

- ------------------------------------
*     Incorporated by reference to the registration statement on Form 8-A.
**    Incorporated by reference to the registration statement on Form SB-2.
***   Incorporated by reference to the Form 10QSB for December 31, 1998.
****  Incorporated by reference to the Definitive Proxy Statement filed February
      6, 1999.
***** Incorporated by reference to the Form 10KSB for June 30, 1999

                                      (13)
<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:  February 9, 2000                 By /s/ Robert D. Neudorfer
                                              ----------------------------------
                                               Robert D. Neudorfer, President
                                               (Principal Financial Officer)



Date:  February 9, 2000                 By /s/ Ronald W. Moreschi
                                               ---------------------------------
                                               Ronald W. Moreschi
                                               Vice President and Treasurer
                                               (Principal Accounting Officer)



                                      (14)

<TABLE> <S> <C>


<ARTICLE>                                            9

<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
     ANNUAL  REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
     TO SUCH FINANCIAL INFORMATION.
</LEGEND>

<MULTIPLIER>                                   1

<S>                                         <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                              JUN-30-2000
<PERIOD-END>                                   DEC-31-2000
<CASH>                                           451,966
<INT-BEARING-DEPOSITS>                           543,889
<FED-FUNDS-SOLD>                                       0
<TRADING-ASSETS>                                       0
<INVESTMENTS-HELD-FOR-SALE>                    3,458,578
<INVESTMENTS-CARRYING>                        15,283,390
<INVESTMENTS-MARKET>                          17,805,049
<LOANS>                                       19,176,877
<ALLOWANCE>                                      161,321
<TOTAL-ASSETS>                                41,521,102
<DEPOSITS>                                    34,354,717
<SHORT-TERM>                                   2,000,000
<LIABILITIES-OTHER>                              412,495
<LONG-TERM>                                            0
                                  0
                                            0
<COMMON>                                          33,060
<OTHER-SE>                                             0
<TOTAL-LIABILITIES-AND-EQUITY>                         0
<INTEREST-LOAN>                                  706,171
<INTEREST-INVEST>                                633,920
<INTEREST-OTHER>                                  75,993
<INTEREST-TOTAL>                               1,416,084
<INTEREST-DEPOSIT>                               735,207
<INTEREST-EXPENSE>                               768,121
<INTEREST-INCOME-NET>                            647,963
<LOAN-LOSSES>                                          0
<SECURITIES-GAINS>                                 4,037
<EXPENSE-OTHER>                                  601,699
<INCOME-PRETAX>                                  131,346
<INCOME-PRE-EXTRAORDINARY>                       131,346
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                      86,897
<EPS-BASIC>                                          .32
<EPS-DILUTED>                                        .32
<YIELD-ACTUAL>                                      3.25
<LOANS-NON>                                            0
<LOANS-PAST>                                           0
<LOANS-TROUBLED>                                       0
<LOANS-PROBLEM>                                        0
<ALLOWANCE-OPEN>                                 165,482
<CHARGE-OFFS>                                      4,161
<RECOVERIES>                                           0
<ALLOWANCE-CLOSE>                                161,321
<ALLOWANCE-DOMESTIC>                                   0
<ALLOWANCE-FOREIGN>                                    0
<ALLOWANCE-UNALLOCATED>                                0



</TABLE>


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