As filed with the Securities and Exchange Commission on November 4, 1997
Registration No. 333-36757
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
PRE-EFFECTIVE AMENDMENT NO.1 TO FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------
DELAWARE FIRST FINANCIAL CORPORATION
(Name of small business issuer in its charter)
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Delaware 6035 Applied For
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification number)
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400 Delaware Avenue, Wilmington, Delaware 19801
(301) 421-9090
- --------------------------------------------------------------------------------
(Address and telephone number of principal executive offices and principal
place of business)
Mr. Ronald P. Crouch
President and Chief Executive Officer
Ninth Ward Savings Bank, FSB
400 Delaware Avenue
Wilmington, Delaware 19801
(302) 421-9090
- --------------------------------------------------------------------------------
(Name, address, and telephone number of agent for service)
Please send copies of all communications to:
Raymond J. Gustini, Esquire
Jeremy J. Sher, Esquire
Peabody & Brown
1255 23rd Street, N.W., Suite 800
Washington, D.C. 20037
(202) 973-7700
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
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
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Title of each Class of Dollar Amount to be Prosposed Maximum Prosposed Maximum Amount of
Securities Dollar Registered Offering Price Per Aggregate Offering Registration Fee
Security Price(1) (2)
- ---------------------------------------------------------------------------------------------------------------
Common Stock, par value $11,570,000 $10.00 $11,570,000 $3,990
$.01 per share
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Previously paid.
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]
Up to 1,570,000 Shares of Common Stock
DELAWARE FIRST FINANCIAL CORPORATION
400 Delaware Avenue
Wilmington, Delaware 19801
(302) 421-9090
================================================================================
Ninth Ward Savings Bank, FSB is converting from the mutual form to the
stock form of organization. As part of the Conversion, Ninth Ward Savings Bank,
FSB will become a wholly owned subsidiary of Delaware First Financial
Corporation, which was formed in September 1997 to acquire all of the shares of
Ninth Ward Savings Bank, FSB. The common stock of Delaware First Financial
Corporation is being offered to the public in accordance with a Plan of
Conversion. The Plan of Conversion must be approved by a majority of the votes
eligible to be cast by members of Ninth Ward Savings Bank, FSB and by the Office
of Thrift Supervision. The offering will not go forward if Ninth Ward Savings
Bank, FSB does not receive these approvals or Delaware First Financial
Corporation does not receive orders for the number of shares at the minimum of
the EVR.
================================================================================
TERMS OF OFFERING
An independent appraiser has estimated the market value of the common stock
being offered to be between $7,440,000 to $10,060,000, which establishes the
range of the number of shares to be offered. Subject to Office of Thrift
Supervision approval, up to 1,157,000 shares, an additional 15% above the
maximum number of shares, may be offered. Based on these estimates, we are
making the following offering of shares of common stock:
o Price Per Share: $10
o Number of Shares
Minimum/Maximum as adjusted: 744,000 to 1,157,000
o Underwriting Commissions and Expenses
Minimum/Maximum as adjusted: $502,000 to $559,000
o Net Proceeds to Delaware First
Financial Corporation
Minimum/Maximum as adjusted: $6,938,000 to $11,011,000
o Net Proceeds Per Share
Minimum/Maximum as Adjusted: $9.33 to $9.52
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Please refer to Risk Factors beginning on page _____ of this Prospectus.
These securities are not deposits or accounts and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
Neither the Securities and Exchange Commission, Office of Thrift
Supervision, nor any state securities regulator has approved or disapproved
these securities or determined if this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
For information on how to subscribe, please call the
Stock Information Center at (302) 421-9674.
TRIDENT SECURITIES, INC.
November _______, 1997
ii
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TABLE OF CONTENTS
Page
----
TERMS OF OFFERING.......................................................... i
QUESTIONS AND ANSWERS ABOUT THE STOCK OFFERING............................. v
SUMMARY.................................................................... 1
SELECTED FINANCIAL DATA.................................................... 4
RECENT DEVELOPMENTS........................................................ 7
RISK FACTORS............................................................... 8
PROPOSED MANAGEMENT PURCHASES.............................................. 13
USE OF PROCEEDS............................................................ 14
DIVIDEND POLICY............................................................ 16
MARKET FOR THE COMMON STOCK................................................ 16
CAPITALIZATION............................................................. 17
HISTORICAL AND PRO FORMA CAPITAL COMPLIANCE................................ 19
PRO FORMA DATA............................................................. 21
CONSOLIDATED STATEMENT OF EARNINGS AND INCOME
OF NINTH WARD SAVINGS BANK, FSB.......................................... 27
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................................ 28
BUSINESS OF DELAWARE FIRST FINANCIAL CORPORATION........................... 45
BUSINESS OF NINTH WARD SAVINGS BANK, FSB................................... 46
REGULATION................................................................. 69
TAXATION................................................................... 76
MANAGEMENT OF THE COMPANY.................................................. 78
MANAGEMENT OF NINTH WARD SAVINGS BANK, FSB................................. 79
THE CONVERSION............................................................. 89
RESTRICTIONS ON ACQUISITION OF THE COMPANY................................. 106
DESCRIPTION OF CAPITAL STOCK OF THE COMPANY................................ 111
LEGAL AND TAX MATTERS...................................................... 113
EXPERTS.................................................................... 114
REGISTRATION REQUIREMENTS.................................................. 114
ADDITIONAL INFORMATION..................................................... 114
GLOSSARY................................................................... G-1
This Prospectus contains forward-looking statements which reflect
Delaware First Financial Corporation's views regarding future events and
financial performance. Actual results could differ materially from those
projected in the forward-looking statements as a result of risks and
uncertainties, including, but not limited to, those found in the "Risk Factors"
section. The words "believe," "expect," and "anticipate" and similar expressions
iii
<PAGE>
identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements which speak only as of their dates.
Delaware First Financial Corporation undertakes no obligation to publicly update
or revise any forward-looking statements whether as a result of new information,
future events, or otherwise. The "Risk Factors" discussion begins on page
_______ of this Prospectus.
Please see the Glossary beginning on page G-1 for the meaning of
capitalized terms that are not defined in this Prospectus.
iv
<PAGE>
QUESTIONS AND ANSWERS ABOUT THE STOCK OFFERING
Q: What is the purpose of the Offering?
A: The offering means that you will have the chance to become a stockholder of
our newly formed holding company, Delaware First Financial Corporation,
which will allow you to share in our future as a federal stock savings
bank. The stock offering will increase our capital and funds for lending
and investment activities, which will give us greater flexibility to
diversify operations and expand into other geographic markets. This, in
turn, should allow us added flexibility to attempt to address our interest
rate risk level. Our current vulnerability to changes in interest rates is
the primary reason we were required to enter into a supervisory agreement
with the OTS. Additionally, as a stock savings institution operating
through a holding company structure, we will have the ability to plan and
develop long-term growth and improve our future access to the capital
markets.
Q: How do I subscribe for the stock during the offering?
A: You must complete and return the stock order form to us together with your
payment, on or before December ___, 1997.
Q: For how much stock may I subscribe?
A: The minimum purchase is 25 shares (or $250). The maximum purchase is 10,000
shares (or $100,000), for any individual person or persons ordering through
a single account. No person, related person or persons acting together, may
purchase more than 20,000 shares (or $200,000). We may decrease or increase
the maximum purchase limitation without notifying you. In the event that
the offering is oversubscribed, shares will be allocated based upon a
formula.
Q: What happens if there are not enough shares to fill all orders?
A: You might not receive any or all of the shares for which you subscribe. If
there is an oversubscription, the stock will be offered on a priority basis
to the following persons:
o Persons who had a deposit account of $50 or more with us on December
31, 1995. Any remaining shares will be offered to:
o Tax Qualified Employee Plans, including the Employee Stock Ownership
Plan of Ninth Ward Savings Bank, FSB. Any remaining shares will be
offered to:
o Persons who had a deposit account of $50 or more with us on September
30, 1997. Any remaining shares will be offered to:
o Other depositors and certain borrowers of ours, as of October 31,
1997.
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Q: What happens if there are shares unsubscribed for by depositors and
borrowers?
A: If depositors and borrowers do not subscribe for all of the shares, the
remaining shares will be offered to certain members of the general public
with preference given to people who live in the state of Delaware or in
Cecil County, Maryland, Salem County, New Jersey or Delaware or Chester
Counties, Pennsylvania; counties that are contiguous to New Castle County,
Delaware.
Q: What particular factors should I consider when deciding whether or not to
subscribe for the stock?
A: Because of the small size of the offering, there may not be an active
market for the shares, which may make it difficult to resell any shares you
may own. Also, before you decide to subscribe for stock, you should
carefully read the Risk Factors section in this prospectus.
Q: As a depositor or borrower member of Ninth Ward Savings Bank, FSB, what
will happen if I do not subscribe for any stock?
A: You presently have voting rights while we are in the mutual form; however,
once we convert to the stock form you will lose your voting rights unless
you purchase stock. You are not required to purchase stock. Your deposit
account, certificate accounts and any loans you may have with us will be
not be affected.
Q: Who can help answer any other questions I may have about the stock
offering?
A: In order to make an informed investment decision, you should read this
entire Prospectus. This section highlights selected information and may not
contain all of the information that is important to you. In addition, you
should contact:
Stock Information Center
Delaware First Financial Corp.
400 Delaware Avenue
Wilmington, Delaware 19801
(302) 421-9674
vi
<PAGE>
SUMMARY
This summary highlights selected information from this Prospectus and may
not contain all the information that is important to you. To understand our
Conversion and the stock offering fully, you should carefully read this entire
Prospectus, including the consolidated financial statements and the notes to the
financial statements of Ninth Ward Savings Bank, FSB. References in this
Prospectus to "Ninth Ward," the "Bank," "we," "us," and "our" refer to Ninth
Ward Savings Bank, FSB. In certain instances where appropriate, "us" or "our"
refers collectively to Delaware First Financial Corporation and Ninth Ward
Savings Bank, FSB. References in this Prospectus to "the Company" refer to
Delaware First Financial Corporation, only.
The Companies
Delaware First Financial Corporation
400 Delaware Avenue
Wilmington, Delaware 19801
(302) 421-9090
Delaware First Financial Corporation is not an operating company and has
not engaged in any significant business to date. It was formed in September
1997, as a Delaware corporation to be the holding company for Ninth Ward Savings
Bank, FSB. The holding company structure will provide greater flexibility in
terms of operations, expansion and diversification. See "BUSINESS OF THE
COMPANY."
Ninth Ward Savings Bank, FSB
400 Delaware Avenue
Wilmington, Delaware 19801
(302) 421-9090
We are a community and customer oriented federal mutual savings bank
operating from a single office in Wilmington since 1922. Historically, we have
emphasized residential mortgage lending, primarily originating one-to-four
family mortgage loans. At June 30, 1997, we had total assets of $112.5 million,
total liabilities of $106.5 million, and retained earnings of $6.1 million. See
"BUSINESS OF NINTH WARD."
The Stock Offering
Between 744,000 and 1,006,000 shares of common stock par value $0.01 per
share of the Company are being offered at $10 per share. As a result of changes
in market and financial conditions prior to completion of the conversion or to
fill the
1
<PAGE>
order of our ESOP and subject to the Office of Thrift Supervision approval, the
offering may be increased to 1,157,000 shares without further notice to you.
Stock Purchases
The shares of common stock will be offered on the basis of priorities.
If you are a depositor or borrower member, you will receive subscription rights
to purchase the shares. The shares will be offered first to eligible depositor
and borrower members in a Subscription Offering and any remaining shares will be
offered in a community offering to members of the general public with first
preference being given to natural persons residing in Delaware, in Cecil County,
Maryland, Chester County and Delaware County, Pennsylvania, and in Salem County,
New Jersey . We reserve the right in our absolute discretion to reject in whole
or in part orders in the community offering and syndicated community offering.
See "THE CONVERSION."
Subscription Rights
You may not sell or assign the subscription rights you may have because of
your status as a depositor or borrower of Ninth Ward Savings Bank, FSB. Any
transfer of subscription rights is prohibited by law.
The Offering Range and Determination of the Price Per Share
The offering range is based on an independent appraisal of the pro forma
market value of the Common Stock by FinPro, an appraisal firm experienced in
appraisals of savings institutions. FinPro has estimated that, in its opinion,
as of September 18, 1997, the aggregate pro forma market value of the Common
Stock ranged between $7.4 million and $10.1 million (with a mid-point of $8.8
million). We are offering up to 1,006,000 shares for sale. The pro forma market
value of the shares is our market value after giving effect to the sale of
shares in this offering. The appraisal was based in part upon our financial
condition and operations and the effect of the additional capital raised by the
sale of common stock in this offering. The $10 price per share was determined by
our Board of Directors and is the per share price most commonly used in stock
offerings involving conversions of mutual savings institutions. The independent
appraisal will be updated prior to the consummation of the conversion. If the
pro forma market value of the common stock is either below $7.4 million or above
$11.6 million, or if the offering is extended beyond _____, 1998, you will be
notified by us and you will have the opportunity to modify or cancel your order.
See "THE CONVERSION."
2
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Termination of the Offering
The subscription offering will terminate at 12:00 p.m., Eastern Time, on
December _______, 1997. The community offering, if any, may terminate at any
time on or after the subscription offering expiration date without notice but no
later than _______________, 1998, without approval by the OTS.
Benefits to Management from the Offering
Our full-time employees will participate in the offering through purchases
of stock by our Employee Stock Ownership Plan (the "ESOP"), which is a form of
employee ownership and retirement plan. We also intend to implement a Restricted
Stock Plan (the "RSP") and an Option Plan following completion of the
Conversion, which will benefit our executive and other officers and directors.
If the RSP is adopted our directors and officers will receive shares of common
stock at no cost to them. However, the RSP and Option Plan cannot be adopted
until after the Conversion and are subject to both stockholder approval and
compliance with OTS regulations. See "MANAGEMENT OF NINTH WARD SAVINGS BANK,
FSB."
Use of the Proceeds Raised from the Sale of Common Stock
The primary purpose of the conversion is to increase the capital of the
Bank. The majority of the funds raised in the conversion will be used by the
Company to purchase all of the outstanding shares of the Bank. The Bank intends
to use these funds to accomplish the goals set out in its business plan.
Delaware First Financial Corporation will retain up to 25% of the net proceeds
from the stock offering. The Company will use some or all of its funds to make a
loan to our ESOP to fund its purchase of stock in the conversion. The loan to
the ESOP must be approved by the OTS. See "US OF PROCEEDS."
Dividends
Initially, we do not intend to pay any cash dividends on the Common Stock.
See "DIVIDEND POLICY."
Market for the Common Stock
Since the size of the offering is relatively small, no assurance can be
given or that an active and liquid trading market for the common stock will
develop and be maintained after the conversion. Therefore, investors should have
a long-term investment intent. Persons purchasing shares may not be able to sell
their shares when they desire or to sell them at a price equal to or above $10.
See "MARKET FOR COMMON STOCK."
3
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Important Risks in Owning Delaware First Financial Corporation's Common Stock
Before you decide to purchase stock in the offering, you should read the
Risk Factors section on pages _______ of this Prospectus.
SELECTED FINANCIAL DATA
We are providing the following summary of selected financial information
and other data for your benefit. This information is only a summary and does not
purport to be complete, and is qualified in its entirety by reference to the
detailed information and financial statements and accompanying notes beginning
on page F-1. Selected financial information at June 30, 1997 and for the six
months ended June 30, 1997 and 1996 have been derived from unaudited financial
statements. In our opinion, such information reflects all adjustments (which
consist only of normal recurring adjustments) necessary for a fair presentation
of the selected financial information and other data. The results of operations
for the six months ended June 30, 1997 are not necessarily indicative of the
results which may be expected for any other period.
The following tables reflect that all of our investment securities and
mortgage-backed securities were classified as "Held to Maturity" at December 31,
1995 and "Available for Sale" at December 31, 1996 and June 30, 1997. Further,
our quality ratios under our key operating ratio data are end of period ratios.
With the exception of end of period ratios, all ratios are based on the average
of period ending balances during the indicated periods and are annualized when
appropriate. The noninterest expense in our key operating ratios is assumed to
be other expenses.
Selected Financial Data
-----------------------
December 31,
------------
June 30, 1997 1996 1995
------------- ---- ----
Total Assets $112,544,699 $112,683,218 $97,377,204
Investment securities, net $5,992,005 $6,475,800 $11,488,192
Mortgage-backed securities 190,414 203,147 698,669
Interest-bearing deposits 2,668,566 2,456,294 783,808
Noninterest-bearing deposits 169,649 187,158 277,048
Loans receivable, net 92,919,385 98,042,118 78,835,306
Loans held for sale 5,547,674 0 1,020,000
Savings deposits 78,351,363 78,408,793 81,522,249
FHLB advances 25,200,000 25,900,000 7,950,000
Net worth or retained earnings $6,086,942 $5,957,589 $6,062,906
-- substantially restricted
4
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Summary of Operations
---------------------
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For the Six Months For the Year
Ended June 30, Ended December 31,
------------------------ ------------------------
1997 1996 1996 1995
---------- ---------- ---------- ----------
Operating Data:
<S> <C> <C> <C> <C>
Total interest income $4,072,358 $3,762,647 $7,922,109 $7,292,747
Total interest expense 2,976,891 2,641,110 5,750,139 5,055,141
---------- ---------- ---------- ----------
Net interest income: 1,095,467 1,121,537 2,171,970 2,237,606
Provision for loan losses 10,000 26,000 47,000 5,000
---------- ---------- ---------- ----------
Net interest income after provision
for loan losses 1,085,467 1,095,537 2,124,970 2,232,606
Gain on sales of loans 16,632 48,766 68,629 438,970
Other income 68,281 108,504 236,147 81,229
Other expenses 960,575 1,181,961 2,593,287 2,068,211
---------- ---------- ---------- ----------
Income (loss) before income taxes
and extraordinary item 209,805 70,846 163,541) 684,594
Income taxes (benefit) 88,000 30,000 (69,000) 264,670
---------- ---------- ---------- ----------
Net income (loss) $ 121,805 $ 40,846 $ (94,541) $ 419,924
========== ========== ========== ==========
Key Operating Ratios
--------------------
For the Six Months For the Year
Ended June 30, Ended December 31,
------------------------ ------------------------
1997 1996 1996 1995
---------- ---------- ---------- ----------
Key Performance Ratios:
Return on average assets 0.22% 0.08% (0.09%) 0.45%
Return on average retained earnings 4.05 1.34 (1.57) 7.17
Average retained earnings to
average assets 5.35 5.83 5.72 6.23
Average interest rate spread during
the period 1.75 1.99 1.78 2.13
Quality Ratios:
Nonperforming assets to total assets 0.29 0.22 0.33 0.25
Allowance for loan losses to total loans 0.27 0.24 0.25 0.25
Allowance for loan losses to
nonperforming loans 78.59 93.78 65.69 81.97
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Noninterest expense to average assets 0.85 1.13 2.47 2.20
Net interest income to noninterest
expense (x times) 1.14 0.95 0.84 1.08
Average interest-earning assets to
average interest-bearing liabilities
(x times) 1.05 1.06 1.05 1.05
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RECENT DEVELOPMENTS
In July of 1997, we undertook several actions designed to reduce our
interest rate risk. Specifically, we sold approximately $5.5 million in home
mortgage loans to the FHLMC. The loans sold were fixed rate loans for which we
retained servicing. The proceeds were invested in loans and investments with
shorter maturities but were primarily used to reduce borrowings from the FHLB of
Pittsburgh. Borrowings were reduced by approximately $4 million. Both actions
were designed to respond to those provisions of the OTS Supervisory Agreement
which required us to begin to reduce our exposure to interest rate risk. We are
required under the Supervisory Agreement to report quarterly to the OTS on our
progress in reducing interest rate risk.
We are considering changing the name of Ninth Ward Savings Bank in the
future to a name that is more descriptive of the organization, its mission and
goals. Management believes that a name change will help ease the consumer
confusion caused by the fact that the Bank, while called "Ninth Ward," is not
geographically located in the Ninth Ward section of the city of Wilmington. A
new name could also give the Bank greater visibility and recognition as it looks
to expand into other Delaware markets.
The Bank's Business Plan was adopted in the third quarter of 1997. It calls
for an emphasis on commercial lending and the opening of one or two branches
within the next two years. Commercial lending is generally viewed as a higher
risk form of lending. Also the Bank experienced a significant increase in
nonperforming assets as a percentage of total assets from .19% for the nine
month period ending September 30, 1996 to .70% for the nine month period ending
September 30, 1997. This was attributable to an increase in past due status of
certain residential and home equity loans. Management determined, therefore,
that it would be prudent to increase the allowance for loan losses in the third
quarter by $200,000.
The following tables set forth certain information concerning the financial
position and results of operations of Ninth Ward at the dates and for the
periods indicated. Information at September 30, 1997 and June 30, 1997 are
unaudited but in the opinion of management contain all adjustments (non of which
were other than normal recurring entries) necessary for a fair presentation of
the results of such periods. The summary of operations and key operating data
for the nine months ended September 30, 1997 are not necessarily indicative of
the results of operations for the entire fiscal year. Further, our quality
ratios under our key operating data are end of period ratios. With the exception
of end of period ratios, all ratios are based on the average period ending
balances during the indicated periods and are annualized when appropriate. The
noninterest expense in our key operating ratios is assumed to be other expenses.
7
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Selected Financial Data
September 30, 1997 June 30, 1997
------------------ -------------
Loans receivable, net $ 91,348,017 $ 92,919,385
Loans held for sale 0 5,547,674
Total interest earning assets 102,864,749 110,143,017
Savings deposits 77,697,794 78,351,363
FHLB advances 21,200,000 25,200,000
Total interest bearing liabilities 98,897,794 103,551,363
Summary of Operations
Nine Months Ended September 30,
-------------------------------
1997 1996
---- ----
Total interest income $ 6,055,931 $ 5,815,769
Total interest expense 4,442,959 4,160,704
Net interest income 1,612,973 1,655,065
Provision for loan losses 210,815 26,000
Noninterest income 268,036 414,568
SAIF assessment 0 492,000
Other noninterest expenses 1,567,711 1,866,659
Income taxes (benefit) 43,000 (202,700)
Net income 59,483 (112,326)
Key Operating Data
Nine Months Ended September 30,
-------------------------------
1997 1996
---- ----
Key Performance Ratios:
Return on average assets 0.07% (0.14)%
Return on average retained earnings 1.32 (2.49)
Average retained earnings to average assets 5.46 5.51
Quality Ratios:
Nonperforming assets to total assets 0.72 0.19
Allowance for loan loss to total loans 0.49 0.22
Allowance for loan loss to nonperforming loans 59.23 96.58
Noninterest expense to average assets 1.43 2.17
Net interest income to noninterest expense
(x times) 1.03 0.70
Average interest-earning assets to average
interest-bearing liabilities (x times) 1.05 1.05
8
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RISK FACTORS
In addition to the other information in this Prospectus, you should
consider carefully the following risk factors in evaluating an investment in our
Common Stock.
Supervisory Agreement
On May 21, 1997, we entered into a Supervisory Agreement with the OTS.
Pursuant to the Supervisory Agreement, we are required to take certain actions
in the areas of interest rate risk, increases in capital, and the development
and adoption of a business plan. The primary thrust of the actions required by
the OTS is to improve operations and performance through reductions in our
interest rate risk and to provide OTS with a three year business plan. The goal
of this business plan, which has been provided to the OTS, is, among other
things, to improve performance and achieve and maintain adequate levels of
capital. Our business plan is also required to address our long-term goals with
respect to cost of funds, asset growth and non-interest expense. See "BUSINESS
OF NINTH WARD SAVINGS BANK, FSB--Supervisory Agreement."
We are also required to adopt an interest rate risk policy which expressly
sets forth our policies and procedures for maintaining an acceptable level of
interest rate risk. Under regulations of the FDIC relating to the premiums paid
for deposit insurance, institutions operating under supervisory agreements, as
we are, will be required to pay more for federal deposit insurance. That
additional cost will continue as long as the Supervisory Agreement remains in
effect and will prevent us from achieving the full benefit of the rate reduction
for deposit insurance. Although we are deemed "well-capitalized," the existence
of the Supervisory Agreement prevents us from qualifying for the lowest
assessment on deposit insurance. Further, the existence of the Supervisory
Agreement would permit the OTS to lower our capital category. See
"REGULATION--Insurance of Deposit Accounts."
Potential Vulnerability to Changes in Interest Rates and Interest Rate Risk
Profile
Historically, we have primarily originated fixed rate mortgage loans.
Typically, we have sold a portion of these loans in the secondary market.
However, in 1996 we held many of these loans in our portfolio. At June 30, 1997,
over 87% of our first mortgage loans were fixed rate. This concentration of
fixed rate loans, and our inability to attract adjustable rate loans has exposed
us to greater interest rate risk which the OTS has advised us is unacceptably
high. In July we undertook certain actions to lower interest rate risk, but
these actions have not completely eliminated our exposure to interest rate risk.
9
<PAGE>
Our operating results are also dependent to a significant degree on our net
interest income which is the difference between interest income from our loans
and investments and the interest we pay on deposits and the money we borrow. Our
interest income and expense change as interest rates increase or decrease and
the amount we earn on our assets and pay on our liabilities. Currently, the
difference, or spread, between the amount paid by us on deposits and the amount
received by us from loans and investments is very narrow. While interest rates
fluctuate and assets and liabilities reprice because of a variety of factors
including general economic conditions, the policies of various regulatory
authorities, and other factors which are beyond our control, the fact that our
spread is narrower than many comparable institutions makes our net interest
income particularly vulnerable to such fluctuations. See "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --
Asset and Liability Management" and "BUSINESS OF NINTH WARD SAVINGS BANK --
Current Operations," "-- Lending Activities" and "-- Deposits and Borrowings."
Because of our single office location, the competition in our market area
and a deposit base which we believe is interest rate sensitive, our cost of
funds is high. This high cost of funds in combination with our asset and
liability structure as it is presently constituted exposes us to substantial
interest rate risk. When interest rates are rising the interest income earned on
our predominantly fixed rate mortgage loan assets will not increase as rapidly
as the interest expense we pay on our deposit and borrowing liabilities, which
are predominately certificates of deposit with maturities of up to three years.
As a result, our earnings will be adversely affected when the cost of our
certificates of deposit and other savings accounts and borrowings increases more
rapidly than the income we earn on our loans and investments. The degree to
which such earnings will be adversely affected depends upon how quickly interest
rates rise and the degree to which we are affected by a rise in interest rates.
Our earnings were also adversely affected in 1996 and the first half of 1997 by
the narrow difference between the interest paid by us on our deposits and the
income we received from our loans and assets. If interest rates rise, that
spread may become smaller, since $72.1 million, or 77.5% of our loan portfolio
at June 30, 1997 consisted of longer term fixed rate loans, while $44.2 million,
or 56.4% of our deposits mature within one year of June 30, 1997. The interest
earned on our loan portfolio will increase slowly to the extent that existing
fixed rate loans at lower rates are paid off and new loans at higher rates are
originated, while the rates paid on deposits would increase more quickly. Rising
interest rates also affect our earnings if loan demand is diminished. Our total
interest-bearing liabilities repricing within one year exceeded our total
interest-earning assets repricing in the same period by $29.2 million, creating
a one-year interest sensitivity gap of negative 25.9%. This negative gap will
cause the Bank's net interest income to be adversely affected in a rising rate
environment. Both our business plan and our Supervisory Agreement emphasize a
reduction of this interest rate risk. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- Asset and Liability
Management"
10
<PAGE>
Expansion into Small Business/Commercial Lending
To date, we have operated as a traditional savings and loan association
emphasizing the origination of loans secured by one-to-four family residences.
At June 30, 1997, $82.6 million, or 88.9%, of our loan portfolio consisted of
single family residential mortgage loans in our market area. However, the Board
of Directors believes that as a result of market trends, including the recent
consolidation of financial institutions and the economics of our market area,
there will be increasing demand in our market area for commercial loans and home
equity loans. After the Conversion, we anticipate expanding our product line to
offer small business/commercial loans secured by real estate and unsecured small
business/commercial loans, as well as expanding our existing home equity loan
program. At the present time there is no one in our management with significant
experience in the small business/commercial lending area. In order to expand
into this area we anticipate hiring a Senior Officer to supervise and develop
this business. This person's ability and skills will be essential in order to
enable us to execute our strategy. If we are unable to locate and hire a
suitable individual we may be unable to implement our strategy concerning small
business/commercial lending.
While small business/commercial loans are more interest rate sensitive and
carry higher yields than do residential mortgage loans, they generally carry a
higher degree of credit risk than residential mortgage loans. Consequently,
diversification of our loan portfolio may alter and increase our risk profile..
Additionally, small business/commercial loans are often larger and may involve
greater risks than other types of lending. Because payments on such loans are
often dependent on successful operations of the underlying business or project,
repayment of such loans may be subject to a greater extent to adverse conditions
in the economy. We will seek to minimize these risks through underwriting
guidelines which may contain certain safeguards. However, our business plan
calls for us to make small business/commercial loans secured by real estate as
well as unsecured business loans.
We also plan to increase our home equity lending program. At June 30, 1997,
these loans amount to $10.9 million, or 11.7%, of our loan portfolio. These
loans may carry greater risks than our traditional mortgage loans because we are
often a second lien holder on such loans. Additionally, our provision for loan
losses may increase in the future as we implement the Board of Directors'
strategy of emphasizing home equity loans and expanding into small
business/commercial lending
Creation of Branches
Historically, we have operated from a single location located in
Wilmington, Delaware. Our business plan calls for us to open additional branches
in the next two years. These branches are intended to allow us to compete more
effectively by offering more
11
<PAGE>
convenience to depositors and other customers and attract additional lower cost,
core deposits. The opening of an additional branch or branches is dependent on
finding suitable locations for such branches as well as general economic
conditions.
If we are unable to find suitable locations for additional branches, our
ability to attract lower cost funds will continue to be impaired. This inability
to attract low cost funds is one of the causes of our low earnings. Expansion is
intended to provide us with better access to lower cost funds; however it will
also, increase our operating expenses and related costs, and initially will have
an adverse impact on earnings.
Geographic Concentration of Loans
Substantially all of our real estate mortgage loans are secured by
properties located in New Castle County, Delaware. We currently believe our
loans are adequately secured or reserved for in the event that real estate
prices in our market area substantially weaken or economic conditions in our
market area deteriorate, thereby reducing the value of property securing our
loans, causing some borrowers to default and the value of the real estate
collateral to be insufficent to fully secure their loans. In either event we may
experience increased levels of delinquencies and related losses having an
adverse impact on net income.
Reliance on Certificate of Deposits as Primary Source of Funds
At June 30, 1997, $65.8 million, or 84.0% of our deposits were in the form
of certificates of deposit. Of this amount, $14.3 million, or 18.3%, were
certificates of deposit of $100,000 or more ("Jumbo Deposits"). This unusally
high percentage of Jumbo Deposits is an indirect result of our inability to
attract core deposits, as discusses below. These Jumbo Deposits are not brokered
deposits.
In order to attract sufficient deposits, we are required to offer rates on
deposits that are competitive with other financial institutions since we do not
have a branch location other than our downtown Wilmington office. We cannot
compete for funds based solely on location or convenience. Instead, we compete
for deposits based primarily on price and personal service. Because we offer
competitive deposit rates, some depositors chose to deposit in excess of
$100,000 with us.
While many of our certificates of deposit are accounts of long-standing
customers, they are significantly influenced by prevailing interest rate levels
and market conditions. Our single office location, the need to offer interest
rates competitive with other financial institutions, and the abundance of other
alternative investment products have caused us to be more reliant on
certificates of deposit, particularly Jumbo Deposits, which are generally
considered more sensitive to changes in interest rates. Therefore, we believe
our cost of funds is higher than many financial institutions operating in our
market area.
12
<PAGE>
Only $12.6 million, or 16.0% of our deposits are in the form of passbooks,
money market and transaction accounts. We believe that these are core deposits,
which are traditionally defined as lower-cost funds not held in certificate of
deposit form. Core deposits, as opposed to those in certificate form, are
typically not as susceptible to withdrawal in times of rapidly increasing
interest rates. However, because the majority of our funding sources are in
certificate form, we are susceptible to the risk of withdrawal or changes in
interest income in the event of rapid increases in rates. The substantial amount
of Jumbo Deposits could enable a relatively small number of depositors to move
their deposits to higher yielding investments and cause a large deposit outflow.
Such an outflow could force us to place additional reliance on Federal Home Loan
Bank ("FHLB") advances as a source of funds. At June 30, 1997, we had $25.2
million of outstanding advances from the FHLB and an unused line of credit of
$8.6 million.
Lack of Active Market for Common Stock
Due to the small size of the offering, it is highly unlikely that an active
trading market in our common stock will develop and be maintained. If an active
market does not develop, you may not be able to sell your shares promptly or
perhaps at all, or sell your shares at a price equal to or above the price which
you paid for the shares. The common stock may not be appropriate as a short-term
investment. See "MARKET FOR THE COMMON STOCK."
13
<PAGE>
Intent to Remain Independent; Unsuitability as a Short-Term Investment
We have operated as an independent, community oriented savings association
since 1922. It is our intention to continue to operate as an independent
community oriented financial institution following the Conversion. Accordingly,
you are urged not to subscribe for shares of our Common Stock if you are
anticipating a rapid sale by us to a third party. See "BUSINESS OF THE COMPANY."
Also due to our intention to remain independent, we have included certain
provisions in our certificate of incorporation and bylaws which will assist us
in maintaining our status as an independent, publicly owned corporation. These
provisions as well as the Delaware general corporation law and certain federal
regulations may have certain anti-takeover effects which include: restrictions
on the acquisition of the Company's equity securities and limitations on voting
rights; the classification of the terms of the members of the Board of
Directors; certain provisions relating to the meeting of stockholders; denial of
cumulative voting by stockholders in the election of directors; the issuance of
preferred stock and additional shares of Common Stock without shareholder
approval; and super majority provisions for the approval of certain business
combinations. See "RESTRICTIONS ON ACQUISITIONS OF THE COMPANY." As a result,
stockholders who might wish to participate in a change of control transaction
may not have an opportunity to do so.
Decreased Return on Average Equity and Increased Expenses Immediately After
Conversion
Return on average equity (net income divided by average equity) is a ratio
used by many investors to compare the performance of a savings institution to
its peers. As a result of the Conversion we expect that our equity will increase
substantially. Our expenses also will increase because of the increased
compensation expense resulting from our ESOP, RSP, and the costs of being a
public company. Because of the increases in our equity and expenses, our return
on equity may decrease as compared to our performance in previous years.
Initially, we intend to invest the net proceeds in short term investments which
generally have lower yields than residential mortgage loans. At December 31,
1995 and 1996 and June 30, 1997, our return on average equity was 7.17%,
(1.57%), and 4.05% respectively. See "USE OF PROCEEDS."
14
<PAGE>
Possible Voting Control by Directors and Officers
The proposed purchases of the common stock by our directors, officers and
ESOP, as well as the potential acquisition of the common stock through the
Option Plan and RSP, could make it difficult to obtain majority support for
stockholder proposals which are opposed by us. Our directors and executive
officers expect to own 21,900, or 2.5%, of the shares of common stock
outstanding upon consummation of the conversion, based upon the midpoint of the
EVR. See "PROPOSED MANAGEMENT PURCHASES." The RSP, if adopted, may purchase up
to 4% of the amount of common stock sold in the conversion. In addition, the
voting of those shares could enable us to block the approval of transactions
(i.e., business combinations and amendment to our certificate and bylaws)
requiring the approval of 80% of the stockholders under the Company's
certificate. See "MANAGEMENT OF NINTH WARD SAVINGS BANK -- Executive
Compensation," "DESCRIPTION OF CAPITAL STOCK," and "RESTRICTIONS ON ACQUISITIONS
OF THE COMPANY."
Possible Dilutive Effect of RSP and Stock Options
If the Conversion is completed and shareholders approve the RSP and Option
Plan, we will issue stock to our officers and directors through these plans. If
the shares for the RSP and Option Plan are issued from our authorized but
unissued stock, your ownership percentage could be diluted by up to
approximately 15.2% and the trading price of our stock may be reduced. See "PRO
FORMA DATA," "MANAGEMENT OF NINTH WARD SAVINGS BANK -- Proposed Future Stock
Benefit Plans."
Financial Institution Regulation and Future of the Thrift Industry
We are subject to extensive regulation, supervision, and examination by the
OTS and FDIC. A bill, H.R. 10, has been reported by the U.S. House of
Representatives, Committee on Banking and Financial Services, that would
consolidate the OTS with the Office of the Comptroller of the Currency ("OCC")
and eliminate the federal thrift charter under which we currently operate. If
this legislation becomes law, we could be forced to become a state chartered
bank or a national commercial bank. If we become a commercial bank, our
investment authority and the ability of the Company to engage in diversified
activities would be more limited, which could affect our profitability. See
"REGULATION."
Competition
The city of Wilmington, Delaware, the market area in which we conduct our
business, is a highly competitive market for loans and deposits. Thirty-two
financial institutions operate 50 active branch offices and compete for $18.9
billion in total deposits in this market. Many of these financial institutions
are large national and regional entities with greater resources than ours.
Additionally, we operate from only one office and, as a result, have a
relatively high cost of funds as well as a limited product line. As such, we can
provide no assurance concerning our ability to achieve profitability in future
periods.
15
<PAGE>
Impact of Data Processing Costs Related to Year 2000 Conversion
We currently use a third party data processing provider. We plan to do so
for the foreseeable future. This provider, like others in the data processing,
and many other industries, must address the issues raised by the Year 2000.
Specifically, many computer systems only read the last two digits of the year in
a specific date and read "00" as "1900" as opposed to "2000." There may be
significant cost associated with the upgrade of the data processor's systems in
order to correct this problem. If these costs are passed to customers, our
expenses for data processing services could increase.
16
<PAGE>
USE OF PROCEEDS
Although the actual net proceeds from the Offering cannot be determined
until the offering is complete, we presently anticipate that the net proceeds
from the sale of Common Stock will be between $6,938,000 and $9,521,000
($11,011,000 million assuming an increase in EVR by 15%). See "PRO FORMA DATA."
The Company will use the majority of the net proceeds from the offering to
purchase all of the capital stock we will issue in connection with the
Conversion. Subject to regulatory approval, the Company will retain up to 25% of
the net proceeds. A portion of the net proceeds to be retained by the Company
will be loaned to our ESOP to fund its purchase of up to 8% of the shares sold
in the Conversion. Based on the issuance of 744,000 shares, or 1,006,000 shares
at the minimum and maximum of the EVR, the loan to the ESOP would be $595,200
and $804,800, respectively. If these shares are not available in the Conversion,
they will be purchased in the open market following completion of the
Conversion. On a short-term basis, the balance of the net proceeds retained by
the Company initially will be invested in short-term investments. A portion of
the net proceeds may also be used to fund the purchase of up to 4% of the shares
for a RSP which is anticipated to be adopted following the Conversion. Some of
the proceeds may be used to expand facilities, in particular the establishment
of branch offices. See "PRO FORMA DATA."
Although we exceed all regulatory requirements, the funds we receive from
the sale of our capital stock will further strengthen our capital position.
These funds may be used for general corporate purposes including, but not
limited to: (i) repaying FHLB advances, (ii) funding loan commitments; (iii)
investment in mortgage-backed securities; (iv) investment in mortgages and other
loans; and (v) possible expansion of our banking facilities. However, initially
we intend to invest the net proceeds in short-term investments until we can
deploy the proceeds pursuant to our business plan. Our plan calls for
diversification of our lending products into commercial/small business lending.
It also anticipates our opening a branch or branches in the next two years.
Branch expansion, however, is dependent upon finding a suitable location for the
facilities, the cost of constructing, purchasing or leasing such a facility and
general economic conditions, including the level of interest rates. Accordingly,
there is no assurance that expansion will be achieved in the near future, if at
all. We also plan to increase our home equity lending program and enter new
lines of lending.
17
<PAGE>
After the first year following the Conversion (or sooner if authorized by
the OTS), the Company may repurchase shares of our Common Stock subject to
applicable regulations of the OTS governing such repurchases. The decision to
repurchase our Common Stock will be made by our Board of Directors and will be
based on our board's view of the price of the Common Stock, general economic
conditions, the attractiveness of other investments and our capital needs. Any
decision to repurchase stock will be subject to the determination of the
Company's Board of Directors that both the Company and Ninth Ward Savings Bank,
FSB will be capitalized in excess of all applicable regulatory requirements
after such repurchases and the receipt of necessary approvals or non-objections
from the OTS. The repurchase of stock would also be prohibited if equity would
be reduced below the amount required for the liquidation account. There can be
no assurance that the Company will repurchase any shares.
The net proceeds may vary because the total expenses of the Conversion may
be more or less than those estimated. We expect our estimated expenses to be
between $502,000 and $539,000. Our estimated net proceeds will range from $6.9
million to $9.5 million (or up to $11.0 million in the event the maximum of the
estimated valuation range is increased to $11.6 million). See "PRO FORMA DATA."
The net proceeds will also vary if the number of shares to be issued in the
Conversion is adjusted to reflect a change in our estimated pro forma market
value. Payments for shares made through withdrawals from existing deposit
accounts with us will not result in the receipt of new funds for investment by
us but will result in a reduction of our liabilities and interest expense as
funds are transferred from interest-bearing certificates or accounts.
DIVIDEND POLICY
Upon Conversion, our Board of Directors will have the authority to declare
dividends on the shares, subject to statutory and regulatory requirements.
Initially, we do not expect to pay cash dividends on the shares. Generally,
declarations of dividends by the Board of Directors depends upon a number of
factors, including, but not limited to: (i) the amount of the net proceeds
retained by the Company in the Conversion, (ii) investment opportunities
available, (iii) capital requirements, (iv) regulatory limitations, (v) results
of operations and financial condition, (vi) tax considerations, and (vii)
general economic conditions. Upon review of such considerations, the board may
authorize dividends in the future if it deems such payment appropriate and in
compliance with applicable law and regulation. For a period of one year
following the completion of the Conversion, we will not pay any dividends that
would be treated for tax purposes as a return of capital, nor take any actions
to pursue or propose such dividends.
The Company is not subject to OTS regulatory restrictions on the payment of
dividends to its stockholders, although the source of such dividends will be
dependent in part upon the receipt of dividends from Ninth Ward Savings Bank,
18
<PAGE>
FSB. Ninth Ward, like all financial institutions regulated by the OTS, is
subject to certain restrictions on the payment of dividends based on its net
income, its capital in excess of regulatory capital requirements and the amount
of capital required for the liquidation account required to be established in
connection with the Conversion. The Company is subject, however, to the
requirements of Delaware law, which generally limit the payment of dividends to
amounts that will not affect the ability of the Company, after the dividend has
been distributed, to pay its debts in the ordinary course of business.
MARKET FOR THE COMMON STOCK
Ninth Ward, as a mutual thrift institution, and the Company, as a newly
organized company, have never issued capital stock, and consequently there is no
established market for the Company's common stock, par value $.01 per share (the
"Common Stock"). Following the completion of the offering, it is anticipated
that the Common Stock will be traded on the over-the-counter market with
quotations available through the OTC Bulletin Board operated by the NASDAQ.
Trident has agreed to make a market for the Company's Common Stock following
consummation of the Conversion. Making a market involves maintaining bid and ask
quotations and being able as principal to effect transactions in reasonable
quantities at those quoted prices subject to various securities and other
regulatory requirements. Prior to the Conversion the Company will attempt to
obtain the commitment from at least one additional broker-dealer to act as
market maker for the Common Stock. There is no assurance that there will be two
market makers which are necessary for listing on the OTC Bulletin Board. If the
Common Stock cannot be listed on the OTC Bulletin Board or the transactions in
the Common Stock will be reported in the "Pink Sheets" of the National Quotation
Bureau, Inc.
The development of a public market having the desirable characteristics of
depth, liquidity and orderliness depends on the existence of willing buyers and
sellers, the presence of which is not within the Company's control or that of
any market broker. Due to the small size of the offering, it is highly unlikely
that an active trading market will develop and be maintained. You could have
difficulty disposing of your shares and you should not view the shares as a
short-term investment. The absence of an active and liquid trading market may
prevent you from selling your shares at a price equal to or above the price you
paid for the shares.
19
<PAGE>
CAPITALIZATION
The following table presents Ninth Ward's historical capitalization
including deposits at June 30, 1997 and the pro forma consolidated
capitalization of the Company after giving effect to the Conversion based upon
the sale of the indicated number of shares at $10 per share and upon the other
assumptions set forth under "PRO FORMA DATA." A CHANGE IN THE NUMBER OF SHARES
TO BE ISSUED IN THE OFFERING MAY MATERIALLY AFFECT SUCH PRO FORMA
CAPITALIZATION.
20
<PAGE>
<TABLE>
<CAPTION>
The Company Pro Forma Consolidated Capitalization at June 30, 1997 On The Sale Of:
----------------------------------------------------------------------------------
875,000 Shares at 1,006,000 Shares at 1,157,000 Shares at
Historical 744,000 Shares at $10 per Share $10 per Share $10 per Share
Capitalization $10 per Share (Midpoint (Maximum (Maximum, as
June 30, 1997 (Minimum Range) of Range) of Range) adjusted)(1)
-------------- ----------------- ----------------- ------------------- -------------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Deposits (2) $ 78,351 $ 78,351 $ 78,351 $ 78,351 $ 78,351
FHLB advances 25,200 25,200 25,200 25,200 25,200
-------- -------- -------- -------- --------
Total deposits and borrowings $103,551 $103,551 $103,551 $103,551 $103,551
======== ======== ======== ======== ========
Shareholders' equity:
Preferred stock, par
value $.01, 500,000 shares
authorized; none issued $ 0 $ 0 $ 0 $ 0 $ 0
Common Stock, par value
$0.1 per share, 3,000,000
shares authorized; shares to
be issued as reflected(3)(4) 0 7 9 10 12
Additional paid-in capital(3)(5) 0 6,931 8,221 9,511 10,999
Retained earnings
(substantially restricted) 6,087 6,087 6,087 6,087 6,087
Less:
Common Stock acquired
by ESOP(3) 0 (595) (700) (805) (926)
Common Stock acquired
by the RSP(3) 0 (298) (350) (402) (463)
-------- -------- -------- -------- --------
Total shareholders' equity $ 6,087 $ 12,132 $ 13,267 $ 14,401 $ 15,709
======== ======== ======== ======== ========
</TABLE>
21
<PAGE>
- ----------
(1) As adjusted to give effect to an increase in the number of shares that
could occur to an increase in the EVR of up to 15% to reflect changes in
market and financial conditions prior to the completion of the Conversion
or to fill the order of the ESOP.
(2) No effect is given to possible withdrawals from deposit accounts to
purchase the Common Stock. Any such withdrawals will reduce pro forma
deposits by the amounts thereof.
(3) Assumes that 8% and 4% of the shares sold in the Conversion will be
purchased by the ESOP and the RSP, respectively. No shares will be
purchased by the RSP in the Conversion. It is assumed on a pro forma basis
that our RSP will be adopted by the Board of Directors, approved by the
stockholders at a special or annual meeting no earlier than six months
after completion of our Conversion of the Company and reviewed by the OTS.
It is assumed that the RSP will purchase Common Stock in the open market in
order to give an indication of its effects on capitalization. The pro forma
presentation does not show the impact of: (i) results of operations after
the Conversion; (ii) changes in market prices of shares of the Common Stock
after the Conversion; or (iii) a smaller than 4% purchase by the RSP.
Assumes that the funds used to acquire the ESOP shares will be borrowed
from the Company for a ten year term at prime rate as published in The Wall
Street Journal. For an estimate of impact of the ESOP on earnings, see "Pro
Forma Data." We intend to make contributions to the ESOP sufficient to
service and ultimately retire its debt. The amount to be acquired by the
ESOP and the RSP is reflected as a reduction in stockholder equity. The
issuance of authorized by unissued shares for the RSP in an amount equal to
4% of the outstanding shares of Common Stock will have the effect of
diluting existing stockholders' interests by 3.9%. There can be no
assurance that approval of the RSP will be obtained. See "Management Of
Ninth Ward Savings Bank -- Proposed Future Stock Benefit Plans."
(4) Does not reflect additional shares of Common Stock that possibly could be
purchased by participants in the Option Plan if implemented under which the
directors, executive officers and other employees could be granted options
to purchase an aggregate amount of Common Stock equal to 10% of the shares
issued in the Conversion (87,500 shares at the midpoint of the estimated
value range) at exercise prices equal to the market price of the Common
Stock on the date of grant. Implementation of the option plan will require
regulatory and stockholder approval. See "Management Of Ninth Ward Savings
Bank -- Proposed Future Stock Benefit Plans."
(5) Based upon estimated net proceeds of $6.9 million, $8.2 million, and $9.5
million, less the par value of the shares sold. See "Pro Forma Data" for
assumptions used in calculating the net proceeds. Pro forma information
gives effect to the Company's retention of 25% of net proceeds.
-------------
HISTORICAL AND PRO FORMA CAPITAL COMPLIANCE
At June 30, 1997 we exceeded each of the three OTS capital requirements.
Set forth below is a summary of our compliance with the OTS capital standards as
of June 30, 1997, on a historical and pro forma basis assuming that the
indicated number of shares of Common Stock were sold at $10 per share as of such
date. See "PRO FORMA DATA" for the assumptions used to determine the net
proceeds of the Conversion.
22
<PAGE>
<TABLE>
<CAPTION>
Pro Forma at June 30, 1997
--------------------------------------------------------------------------------------------
1,157,000 Shares
Historical (15% above
at June 30, 1997 744,000 Shares 875,000 Shares 1,006,000 Shares Maximum)
----------------- --------------------- --------------------- -------------------- ---------------------
Percent Percent Percent Percent Percent
of of of of of
Amount Assets(1) Amount(2) Assets(1) Amount(2) Assets(1) Amount(2) Assets(1) Amount(2) Assets(1)
------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GAAP capital(3) $6,087 5.39% $12,132 10.74% $13,267 11.74% $14,401 12.74% $15,709 13.90%
===== ===== ======= ===== ======= ===== ======= ===== ====== =====
Tangible capital:
Capital level $6,058 5.38% $12,103 10.11% $13,238 11.06% $14,372 11.89% $15,680 12.83%
Requirement 1,688 1.50% 1,779 1.50% 1,791 1.50% 1,813 1.50% 1,833 1.50%
------ ----- ------- ----- ------- ----- ------- ----- ------- -----
Excess $4,370 3.88% $10,324 8.61% $11,447 9.56% $12,559 10.39% $13,847 11.33%
====== ===== ======= ===== ======= ===== ======= ===== ======= =====
Core capital:
Capital level $6,058 5.38% $12,103 10.11% $13,238 11.06% $14,372 11.89% $15,680 12.83%
Requirement 3,375 3.00% 3,558 3.00% 3,581 3.00% 3,626 3.00% 3,666 3.00%
------ ----- ------- ----- ------- ----- ------- ----- ------- -----
Excess $2,683 2.38% $ 8,545 7.11% $ 9,657 8.06% $10,746 8.89% $12,014 9.83%
====== ===== ======= ===== ======= ===== ======= ===== ======= =====
Risk capital:
Capital level $6,315 10.10% $13,755 22.00% 15,065 24.09% $16,375 26.19% $17,885 28.60%
Requirement(4) 5,002 8.00% 5,099 8.00% 5,117 8.00% 5,135 8.00% 5,156 8.00%
----- ----- ------- ----- ------- ----- ------- ----- ------- -----
Excess $1,313 2.10% $8,656 14.00% $9,948 16.09% $11,240 18.19% $12,729 20.60%
====== ===== ======= ===== ======= ===== ======= ===== ======= =====
</TABLE>
- ----------
(1) GAAP, adjusted or risk weighted assets as appropriate.
(2) Pro forma capital levels include the impact of the ESOP, RSP and assume
receipt by us of the net proceeds of the Conversion and the retention of
25% of the proceeds by the Company.
(3) Subject to certain restrictions.
(4) Assumes reinvestment of proceeds with 20% risk weighted assets as if such
proceeds had been received and applied on June 30, 1997.
23
<PAGE>
--------------------
PRO FORMA DATA
The following table sets forth the historical and, after giving effect to
the Conversion, the Bank's pro forma net income and shareholders' equity for the
year ended December 31, 1996 and the six months ended June 30, 1997. The pro
forma amounts have been calculated at the minimum, midpoint and anticipated
maximum of the Estimated Valuation Range ("EVR"), assuming the sale of the
Common Stock at $10 per share. The estimated net proceeds have been calculated
based upon the following assumptions: (1) the shares of Common Stock are
purchased by the following persons in the following amounts: (a) the ESOP and
the RSP will purchase up to 8% and 4% of the shares sold, respectively; (b) our
executive officers and directors will purchase 21,900 shares; and (c)
depositors, borrowers and members of the general public will purchase all
remaining shares; (2) based on negotiations between us and Trident, Trident will
receive a marketing fee of one and one half percent (1.5%) of the aggregate
dollar amount of Common Stock sold excluding any shares of Common Stock sold to
our directors, executive officers and their associates and the ESOP; and (3)
fixed expenses incurred in connection with the Conversion are expected to be
$403,000 excluding Trident's marketing fee. As a part of the Conversion, the
Company will retain 25% of the Conversion proceeds. We have also assumed that no
shares will be sold in a syndicated community offering by selected dealers. This
pro forma presentation also does not show the effect of: (i) results of
operations after the Conversion; (ii) changing market prices of the shares after
the Conversion; or (iii) less than 4% purchase by the RSP.
Fixed expenses are estimated to be $403,000. Actual offering expenses may
vary from those estimated, because the fees paid will depend upon the
percentages and total number of shares sold in the Conversion, the aggregate
Purchase Price and other factors. Based on the Independent Appraisal, the EVR is
between $7.4 million and $10.1 million (subject to adjustment up to $11.6
million to reflect an increase in the Independent Valuation). Based upon the $10
per share Purchase Price, this represents a range between a minimum of 744,000
shares and a maximum of 1,006,000 shares (subject to adjustment up to 1,157,000
shares).
Our pro forma net earnings for the year ended December 31, 1996, and the
six months ended June 30, 1997, have been calculated based on historical
earnings for those periods, the estimated net proceeds received by us being
invested at 5.67% and 5.67%, respectively. Our yield represents the actual yield
that we anticipated for reinvestment of the net proceeds at December 31, 1996
and June 30, 1997, respectively, which was calculated at the one year Treasury
Bill yield at the respective dates. The actual yield was used on the
reinvestment of the net proceeds because it reflects a more realistic rate of
return than the arithmetic average of the average yield of our interest-earning
assets and cost of deposits. The effect of withdrawals from deposit accounts for
the purchase of Common Stock has not been reflected. Our pro forma after-tax
yield is assumed to be 3.29% and 3.29%, respectively, based on an effective tax
rate of 42%. Historical and pro forma per share amounts have been calculated by
dividing historical and pro forma amounts by 1,006,000 shares of Common Stock,
the total number of shares expected to be issued in the Conversion. No effect
24
<PAGE>
has been given in the pro forma shareholders' equity calculations for the
assumed earnings on the net proceeds. The tables below give the effect to the
RSP which is expected to be adopted by the Company following the Conversion and
presented (together with the Option Plan) to stockholders for approval at our
annual or special meeting of stockholders to be held at least six months after
consummation of the Conversion. If approved by shareholders, the Company intends
to acquire an amount of stock equal up to 4% of the shares of conversion stock
in the offering through open market purchases or issued but unauthorized shares.
The stockholders' equity information is not intended to represent the fair
market value of the shares or the current value of our assets or liabilities or
the amounts, if any, that would be available for distribution to stockholders in
the event of a liquidation. For additional information regarding the liquidation
account see Note 16 to the consolidated financial statements. The pro forma
income derived from the assumptions set forth above should not be considered
indicative of actual results of our operations for any period. Such pro forma
data may be materially affected by a change in the price per share or number of
shares to be issued in the Conversion or other factors. For information
regarding investment of use of proceeds, see "USE OF PROCEEDS" and the
conversion stock pricing and number of shares to be issued in the Conversion.
25
<PAGE>
<TABLE>
<CAPTION>
At or For Six Months Ended June 30, 1997
-------------------------------------------------------------------
1,157,000
744,000 875,000 1,006,000 Shares at $10
Shares at $10 Shares at $10 Shares at $10 Per Share
Per Share Per Share Per Share (Super
(Minimum of (Midpoint of (Maximum of (Maximum of
Estimated Estimated Estimated Estimated
Valuation Valuation Valuation Valuation
Range) Range) Range) Range)
------------- ------------- ------------- -------------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Gross proceeds $7,440 $8,750 $10,060 $11,570
Less: Estimated expenses (502) (520) (539) (559)
------- ------- ------- -------
Estimated net proceeds $6,938 $8,230 $9,521 $11,011
Less: Common stock acquired by ESOP (595) (700) (805) (926)
Common stock acquired by RSP (298) (350) (402) (463)
------- ------- ------- -------
Net investable net proceeds $6,045 $7,180 $8,314 $9,622
======= ======= ======= =======
Consolidated net income (loss):
Historical $(95) $(95) $(95) $(95)
Pro forma income on net proceeds 199 236 273 316
Pro forma ESOP adjustments(1) (35) (41) (47) (54)
Pro forma RSP adjustments(2) (35) (41) (47) (54)
------- ------- ------- -------
Pro forma net income $34 $59 $ 84 $113
======= ======= ======= =======
Consolidated net income per share:
Historical $(0.14) $(0.12) $(0.10) $(0.09)
Pro forma income on net proceeds 0.29 0.29 0.29 0.29
Pro forma ESOP adjustments(1) (0.05) (0.05) (0.05) (0.05)
Pro forma RSP adjustment(2) (0.05) (0.05) (0.05) (0.05)
------- ------- ------- -------
Pro forma net income per share $0.05 $0.07 $0.09 $0.10
======= ======= ======= =======
Consolidated stockholders' equity (book value):(3)
Historical $5,958 $5,958 $5,958 $5,958
Estimated net proceeds(2) 6,938 8,230 9,521 11,011
Less: Common stock acquired by ESOP(1) (595) (700) (805) (926)
Common Stock acquired by RSP(2) (298) (350) (402) (463)
------- ------- ------- -------
Pro forma stockholders' equity $12,003 $13,138 $14,272 $15,580
======= ======= ======= =======
Consolidated stockholders' equity per share:(3)
Historical $8.01 $6.81 $5.92 $5.15
Estimated net proceeds(2) 9.32 9.41 9.46 9.52
Less: Common Stock acquired by ESOP(1) (0.80) (0.80) (0.80) (0.80)
Common Stock acquired by RSP(2) (0.40) (0.40) (0.40) (0.40)
------ ------- ------- -------
Pro forma stockholders' equity per share $16.13 $15.02 $14.18 $13.47
===== ======= ======= =======
Purchase price as a percentage of pro forma
stockholders' equity per share(4) 62.00% 66.58% 70.52% 74.24%
Purchase price as a multiple of pro forma
net income per share(5) 200.00 x 142.86 x 111.11 x 100.00 x
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
At or For the Year Ended December 31, 1996
-------------------------------------------------------------------
1,157,000
744,000 875,000 1,006,000 Shares at $10
Shares at $10 Shares at $10 Shares at $10 Per Share
Per Share Per Share Per Share (Super
(Minimum of (Midpoint of (Maximum of (Maximum of
Estimated Estimated Estimated Estimated
Valuation Valuation Valuation Valuation
Range) Range) Range) Range)
------------- ------------- ------------- -------------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Gross proceeds $7,440 $8,750 $10,060 $11,570
Less: Estimated expenses (502) (520) (539) (559)
------- ------- ------ -------
Estimated net proceeds $6,938 $8,230 $9,521 $11,011
Less: Common Stock acquired by ESOP (595) (700) (805) (926)
Common Stock acquired by RSP (298) (350) (402) (463)
------- --- --- ---
Net investable proceeds $6,045 $7,180 $8,314 $9,622
======= ======= ====== =======
Consolidated net income (loss):
Historical $122 $122 $122 $122
Pro forma income on net proceeds 99 118 137 158
Pro forma ESOP adjustments(1) (17) (20) (23) (27)
Pro forma RSP adjustments(2) (17) (20) (23) (27)
------- ------- ---- -------
Pro forma net income $187 $200 $213 $226
======= ======= === =======
Consolidated net income (loss) per share:
Historical $0.18 $ 0.15 $ 0.13 $ 0.11
Pro forma income on net proceeds 0.14 0.15 0.15 0.15
Pro forma ESOP adjustments(1) (0.02) (0.02) (0.02) (0.03)
Pro forma RSP adjustment(2) (0.02) (0.02) (0.02) (0.03)
------- ------- ------- -------
Pro forma net income per share $0.28 $0.26 $0.24 $0.20
======= ======= ======= =======
Consolidated stockholders' equity (book value)(3):
Historical $6,087 $6,087 $6,087 $6,087
Estimated net proceeds(2) 6,938 8,230 9,521 11,011
Less: Common stock acquired by ESOP(1) (595) (700) (805) (926)
Common stock acquired by RSP(2) (298) (350) (402) (463)
------- ------- ------- -------
Pro forma stockholders' equity $12,132 $13,267 $14,401 $15,709
======= ======= ======= =======
Consolidated stockholders' equity per share:(3)
Historical $8.18 $6.96 $6.05 $5.26
Estimated net proceeds(2) 9.33 9.41 9.46 9.52
Less: Common Stock acquired by ESOP(1) (0.80) (0.80) (0.80) (0.80)
Common Stock acquired by RSP(2) (0.40) (0.40) (0.40) (0.40)
------- ------- ------- -------
Pro forma stockholders' equity per share $16.31 $15.17 $14.31 $13.58
======= ======= ======= =======
Purchase price as a percentage of pro forma
stockholders' equity per share(4) 61.31% 65.92% 69.88% 73.64%
Purchase price as a multiple of pro forma net
income per share(5) 17.86 x 19.23 x 20.83 x 25.00 x
</TABLE>
27
<PAGE>
- ----------
(1) Assumes 8% of the shares sold in the Conversion are purchased by the ESOP,
and that the funds used to purchase such shares are borrowed from the
Company. The approximate amount expected to be borrowed by the ESOP is not
reflected as a liability but is reflected as a reduction of capital. We
intend to make annual contributions to the ESOP over a ten year period in
an amount at least equal to the principal and interest requirement of the
debt. The pro forma net income assumes: (i) that 744,000, 875,000,
1,006,000, and 1,157,000 shares at the minimum, mid-point, maximum and
maximum, as adjusted of the EVR, were committed to be released during the
year ended December 31, 1996 and the six months ended June 30, 1997 at an
average fair value of $10 per share in accordance with Statement of
Position ("SOP") 93-6 of the American Institute of Certified Public
Accountants ("AICPA"); (ii) the effective tax rate was 42% for such
periods; and (iii) only the ESOP shares committed to be released were
considered outstanding for purposes of the per share net earnings. The pro
forma stockholders' equity per share calculation assumes all ESOP shares
were outstanding, regardless of whether such shares would have been
released. Because the Company will be providing the ESOP loan, only
principal payments on the ESOP loan are reflected as employee compensation
and benefits expense. As a result, to the extent the value of the shares
appreciates over time, compensation expense related to the ESOP will
increase. For purposes of the preceding tables, it was assumed that a
ratable portion of the ESOP shares purchased in the Conversion were
committed to be released during the periods ended June 30, 1997. If it is
assumed that all of the ESOP shares were included in the calculation of
earnings per share for the period ended and June 30, 1997, earnings per
share would have been $0.25, $0.23, $0.21, and $0.20, at June 30, 1997,
based on the sale of shares at the minimum, midpoint, maximum and the
maximum, as adjusted, of the EVR. See "Management Of Ninth Ward Savings
Bank -- Other Benefits - Employee Stock Ownership Plan."
(2) Assumes issuance to the RSP of 29,760, 35,000, 40,240 and 46,280 at the
minimum, mid-point, maximum, and maximum, as adjusted of the EVR. The
assumption in the pro forma calculation is that (i) shares were purchased
by the Company following the Conversion, (ii) the purchase price for the
shares purchased by the RSP was equal to the purchase price of $10 per
share and (iii) 20% of the amount contributed was an amortized expense
during such period. Such amount does not reflect possible increases or
decreases in the value of such stock relative to the Purchase Price. As we
accrue compensation expense to reflect the five year vesting period of such
shares pursuant to the RSP, the charge against capital will be reduced
accordingly. Implementation of the RSP within one year of Conversion would
require regulatory and stockholder approval at a meeting of our
stockholders to be held no earlier than six months after the Conversion.
For purposes of this table, it is assumed that the RSP will be adopted by
the Board of Directors, reviewed by the OTS, and approved by the
stockholders, and that the RSP will purchase the shares in the open market
within the year following the Conversion. If the shares to be purchased by
the RSP are assumed at July 1, 1997, to be newly issued shares purchased
from the Company by the RSP at the Purchase Price, at the minimum,
midpoint, maximum and maximum, as adjusted, of the EVR, pro forma
stockholders' equity per share would have been $15.68, $14.58, $13.77 and
$13.06 at June 30, 1997, and pro forma earnings per share would have been
$0.26, $0.24, $0.22, and $0.20, for the six months ended June 30, 1997,
respectively. As a result of the RSP, stockholders' interests will be
diluted by approximately 3.9%. See "Management Of Ninth Ward Savings Bank
-- Proposed Future Stock Benefit Plans - Restricted Stock Plan."
(3) Assumes that following the consummation of the Conversion, the Company will
adopt the Option Plan, which if implemented within one year of Conversion
would be subject to regulatory review and Board of Director and stockholder
approval, and that such plan would be considered and voted upon at a
meeting of the Company stockholders to be held no earlier than six months
after the Conversion. Under the Option Plan, employees and directors could
be granted options to purchase an aggregate amount of shares equal to 10%
of the shares issued in the Conversion at an exercise price equal to the
market price of the shares on the date of grant. In the event the shares
issued under the Option Plan were awarded, the interests of existing
stockholders would be diluted. At the minimum, midpoint, maximum and the
maximum, as adjusted, of the EVR, if all shares under the Option Plan were
newly issued at the
28
<PAGE>
beginning of the respective periods and the exercise price for the option
shares were equal to the Purchase Price, the number of outstanding shares
would increase to by 10%.
(4) Consolidated stockholders' equity represents the excess of the carrying
value of the assets of the over its liabilities. The calculations are based
upon the number of shares issued in the Conversion, without giving effect
to SOP 93-6. The amounts shown do not reflect the federal income tax
consequences of the potential restoration to income of the tax bad debt
reserves for income tax purposes, which would be required in the event of
liquidation. The amounts shown also do not reflect the amounts required to
be distributed in the event of liquidation to eligible depositors from the
liquidation account which will be established upon the consummation of the
Conversion. Pro forma stockholders' equity information is not intended to
represent the fair market value of the shares, the current value of our
assets or liabilities or the amounts, if any, that would be available for
distribution to stockholders in the event of liquidation. Such pro forma
data may be materially affected by a change in the number of shares to be
sold in the Conversion and by other factors.
(5) Pro forma net income per share calculations include the number of shares
assumed to be sold in the Conversion and, in accordance with SOP 93-6,
exclude ESOP shares which would net have been released during the period.
Accordingly, 57,000, 66,000, 77,000 and 88,000 shares have been subtracted
from the shares assumed to be sold at the minimum, mid-point, maximum, and
maximum, as adjusted, of the EVR, respectively, and 687,000, 809,000,
929,000, and 1,069,000 shares are assumed to be outstanding at the minimum,
mid-point, maximum, and maximum, as adjusted of the EVR.
29
<PAGE>
STATEMENTS OF OPERATIONS OF
NINTH WARD SAVINGS BANK, FSB
<TABLE>
<CAPTION>
For the Six Month Period For the Year
Ended June 30, Ended December 31,
------------------------- -------------------------
1997 1996 1996 1995
---------- ---------- ---------- ----------
(Unaudited)
Interest Income:
<S> <C> <C> <C> <C>
Interest on loans 3,797,982 3,346,748 $7,092,065 $6,408,566
Interest on mortgage-backed securities 6,821 22,141 38,982 40,336
Interest and dividends on investments 267,555 393,758 791,062 843,845
---------- ---------- ---------- ----------
Total interest income $4,072,358 $3,762,647 $7,922,109 $7,292,747
========== ========== ========== ==========
Interest Expense:
Deposits 2,196,245 2,276,637 4,497,657 4,351,008
Federal Home Loan Bank advances 780,646 364,473 1,252,482 704,133
---------- ---------- ---------- ----------
Total interest expense $2,976,891 $2,641,110 $5,750,139 $5,055,141
========== ========== ========== ==========
Net Interest Income 1,095,467 1,121,537 2,171,970 2,237,606
Provision For Loan Losses 10,000 26,000 47,000 5,000
---------- ---------- ---------- ----------
Net Interest Income After
Provision For Loan Losses 1,085,467 1,095,537 2,124,970 2,232,606
---------- ---------- ---------- ----------
Other Income:
Service fees 47,563 98,840 189,604 51,700
Gain on sale of loans 16,632 48,766 68,629 438,970
Realized market adjustment on loans 10,691 0 0 11,060
Other 10,027 9,664 46,543 18,469
---------- ---------- ---------- ---------
Total other income 84,913 157,270 304,776 520,199
========== ========== ========== =========
Other Expenses:
Salaries and employee benefits 477,953 511,016 916,635 941,086
Advertising 101,210 142,024 202,825 169,170
Federal insurance premiums 15,265 94,053 187,057 171,097
SAIF Special Assessment 0 0 491,992 0
Occupancy expense 101,425 135,238 214,968 236,687
Data processing expense 69,761 65,703 121,121 103,178
Directors fees 53,738 57,046 105,817 99,036
General and administrative expenses 141,223 176,881 352,872 347,957
---------- ---------- ---------- ----------
Total other expenses 960,575 1,181,961 2,593,287 2,068,211
========== ========== ========== ==========
Income (Loss) Before Provision
(Benefit) For Income Taxes 209,805 70,846 (163,541) 684,594
---------- ---------- ---------- ----------
Provision (Benefit) For Income Taxes:
Current 88,000 30,000 (119,000) 214,670
Deferred 0 0 50,000 50,000
---------- ---------- ---------- ----------
Total provision (benefit) for income taxes 88,000 30,000 (69,000) 264,670
---------- ---------- ---------- ----------
Net Income (Loss) $121,805 $40,846 $(94,541) $419,924
========== ========== ========== =========
</TABLE>
See the accompanying notes to the Financial Statements included elsewhere in
this Prospectus.
30
<PAGE>
THE CONVERSION
Our Board of Directors and the OTS have approved the Plan subject to the
Plan's approval by a majority of votes cast by our members at a special meeting
of members to be held on _________________________ 1997 and subject to the
satisfaction of certain other conditions imposed by the OTS in its approval. OTS
approval, however, does not constitute a recommendation or endorsement of the
Plan by the OTS.
General
On June 30, 1997, our Board of Directors adopted a Plan of Conversion,
pursuant to which we will convert from a federally chartered mutual savings bank
to a federally chartered stock savings bank and become a wholly owned subsidiary
of the Company. The Conversion will include adoption of the proposed Federal
Stock Charter and Bylaws which will authorize the issuance of capital stock by
us. Under the Plan, our capital stock is being sold to the Company and the
Common Stock of the Company is being offered to our customers and then to the
public. The Conversion will be accounted for at historical cost in a manner
similar to a pooling of interests.
The OTS has approved the Company's application to become a savings and loan
holding company and to acquire all of our Common Stock to be issued in the
Conversion. Pursuant to such OTS approval, the Company plans to retain up to 25%
of the net proceeds from the sale of shares of its Common Stock and to use the
remaining proceeds to purchase all of the Common Stock we will issue in the
Conversion in an amount which will cause our tangible capital to reach
approximately 10% of adjusted total assets
The shares are first being offered in a Subscription Offering to holders of
subscription rights. To the extent shares of Common Stock remain available after
the Subscription Offering, shares of Common Stock may be offered in a Community
Offering. The Community Offering, if any, may commence anytime subsequent to the
commencement of the Subscription Offering. Shares not subscribed for in the
Subscription and Community Offerings may be offered for sale by the Company in a
Syndicated Community Offering. We have the right, in our sole discretion, to
accept or reject, in whole or in part, any orders to purchase shares of the
Common Stock received in the Community and Syndicated Community Offering. See
"-- Community Offering" and "-- Syndicated Community Offering."
Shares of Common Stock in an amount equal to our pro forma market value as
a stock savings institution must be sold in order for the Conversion to become
effective. The Community Offering must be completed within 45 days after the
last day of the Subscription Offering period unless such period is extended by
us with the approval of the OTS. The Plan provides that the Conversion must be
completed within 24 months after the date of the approval of the Plan by our
members.
31
<PAGE>
In the event that we are unable to complete the sale of Common Stock and
effect the Conversion within 45 days after the end of the Subscription Offering,
we may request an extension of the period by the OTS. No assurance can be given
that the extension would be granted if requested. Due to the volatile nature of
market conditions, no assurances can be given that our valuation would not
substantially change during any such extension. If the EVR of the shares must be
amended, no assurance can be given that such amended EVR would be approved by
the OTS. Therefore, it is possible that if the Conversion cannot be completed
within the requisite period, we may not be permitted to complete the Conversion.
A substantial delay caused by an extension of the period may also significantly
increase the expense of the Conversion. No sales of the shares may be completed
in the offering unless the Plan is approved by our members.
The completion of the offering is subject to market conditions and other
factors beyond our control. No assurance can be given as to the length of time
following approval of the Plan at the meeting of our members that will be
required to complete the Community Offering or other sale of the shares being
offered in the Conversion. If delays are experienced, significant changes may
occur in our estimated pro forma market value upon Conversion together with
corresponding changes in the offering price and the net proceeds to be realized
by us from the sale of the shares. In the event the Conversion is terminated, we
would be required to charge all Conversion expenses against current income and
any funds collected by us in the offering would be promptly returned to each
potential investor, plus interest at the prescribed rate.
Effects of Conversion to Stock Form on Depositors and Borrowers of Ninth
Ward Savings Bank, FSB
Voting Rights. Currently in our mutual form, our depositor and borrower
members have voting rights and may vote for the election of directors. Following
the Conversion, depositors and borrower members will cease to have voting rights
and all voting rights will be vested in the holders of the Company Common Stock.
Savings Accounts and Loans. Pursuant to our Plan the balances, terms and
FDIC insurance coverage of savings accounts will not be affected by the
Conversion and our depositors will automatically become our depositors after the
Conversion. Furthermore, the amounts and terms of loans and obligations of the
borrowers under their individual contractual arrangements with us will not be
affected by the Conversion.
Tax Effects. Our conversion is conditioned on receiving certain rulings or
opinions on the tax aspects of the Conversion. We have received an opinion from
our counsel, Peabody & Brown, which addresses the federal tax consequences of
the Conversion. The opinion has been filed as an exhibit to the registration
statement of which this prospectus is a part and covers those federal tax
matters that are material to the transaction. The opinion provides, in part,
that: (i) the Conversion will qualify as a Conversion under Section 368(a)(1)(F)
of the Code, and no gain or loss will be recognized by us in either our mutual
form or our stock
32
<PAGE>
form, or by the Company, by reason of the proposed Conversion; (ii) no gain or
loss will be recognized by us upon the receipt of money from the Company for our
stock, and no gain or loss will be recognized by the Company upon the receipt of
money for the shares; (iii) our assets in either our mutual or our stock form
will have the same basis before and after the Conversion; (iv) the holding
period of our assets will include the period during which the assets were held
by us in our mutual form prior to conversion; (v) no gain or loss will be
recognized by the Eligible Account Holders, Supplemental Eligible Account
Holders, and Other Members upon the issuance to them of withdrawable savings
accounts in us in the stock form in the same dollar amount as their savings
accounts in us in the mutual form plus an interest in the liquidation account of
us in the stock form in exchange for their savings accounts in us in the mutual
form; (vi) provided that the amount to be paid for the shares pursuant to the
subscription rights is equal to the fair market value of such shares, no gain or
loss will be recognized by Eligible Account Holders, Supplemental Eligible
Account Holders, and Other Members under the Plan upon the distribution to them
of nontransferable subscription rights to purchase shares; (vii) the basis of
each account holder's savings accounts in us after the Conversion will be the
same as the basis of his savings accounts in us prior to the Conversion,
decreased by the fair market value of the nontransferable subscription rights
received and increased by the amount, if any, of gain recognized on the
exchange; (viii) the basis of each account holder's interest in the liquidation
account will be zero; (ix) the holding period of the Common Stock acquired
through the exercise of subscription rights shall begin on the date on which the
subscription rights are exercised; (x) we will succeed to and take into account
the earnings and profits or deficit in earnings and profits of us, in our mutual
form, as of the date of Conversion; (xi) immediately after Conversion, we will
succeed to the bad debt reserve accounts of Ninth Ward Savings Bank, FSB in its
mutual form, and the bad debt reserves will have the same character in our hands
after Conversion as if no distribution or transfer had occurred; and (xii) the
creation of the liquidation account will have no effect on our taxable income,
deductions or addition to reserve for bad debts either in our mutual or stock
form.
The opinion from Peabody & Brown is based in part on the assumption that
the exercise price of the subscription rights to purchase shares will be
approximately equal to the fair market value of those shares at the time of the
completion of the proposed Conversion. With respect to the subscription rights,
we have received an opinion of FinPro which, based on certain assumptions,
concludes that the subscription rights to be received by 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. Such opinion is based on the fact
that such rights are: (i) acquired by the recipients without payment therefor,
(ii) non-transferable, (iii) of short duration, and (iv) afford the recipients
the right only to purchase shares at a price equal to their estimated fair
market value, which will be the same price at which shares for which no
subscription right is received in the Subscription Offering will be offered in
the Community Offering. If the subscription rights granted to Eligible Account
Holders or other eligible subscribers are deemed to have an ascertainable value,
receipt of such rights would be taxable only to those Eligible Account Holders
or other eligible subscribers who exercise the subscription rights
33
<PAGE>
in an amount equal to such value (either as a capital gain or ordinary income),
and we could recognize gain on such distribution.
We are also subject to Delaware income taxes and have received an opinion
from Young, Conaway, Stargatt & Taylor that the Conversion will be treated for
Delaware state tax purposes similar to the Conversion's treatment for federal
tax purposes.
Unlike a private letter ruling from the IRS, the opinions of Peabody &
Brown, FinPro and Young, Conaway, Stargatt & Taylor 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 Delaware tax authorities. Eligible Account Holders, Supplemental Eligible
Account Holders, and Other Members are encouraged to consult with their own tax
advisers as to the tax consequences in the event the subscription rights are
deemed to have an ascertainable value.
Liquidation Account. In the unlikely event of our complete liquidation in
our present mutual form, each depositor is entitled to equal distribution of any
of our assets, pro rata to the value of his accounts, remaining after payment of
claims of all creditors (including the claims of all depositors to the
withdrawal value of their accounts). Each depositor's pro rata share of such
remaining assets would be in the same proportion as the value of his deposit
accounts was to the total value of all deposit accounts in us at the time of
liquidation.
Upon a complete liquidation after the Conversion, each depositor would have
a claim, as a creditor, of the same general priority as the claims of all other
general creditors of ours. Therefore, except as described below, a depositor's
claim would be solely in the amount of the balance in his deposit account plus
accrued interest. A depositor would not have an interest in the residual value
of our assets above that amount, if any.
The Plan provides for the establishment, upon the completion of the
Conversion, of a special "liquidation account" for the benefit of Eligible
Account Holders and Supplemental Eligible Account Holders in an amount equal to
$6,086,942, our retained earnings at the date of the latest statement of
financial condition contained in this Prospectus. Each Eligible Account Holder
and Supplemental Eligible Account Holder, if he continues to maintain his
deposit account with us, would be entitled on a complete liquidation of us after
Conversion, to an interest in the liquidation account prior to any payment to
stockholders. Each Eligible Account Holder would have an initial interest in
such liquidation account for each deposit account held in us on the qualifying
date, December 31, 1995. Each Supplemental Eligible Account Holder would have a
similar interest as of the qualifying date, September 30, 1997. The interest as
to each deposit account would be in the same proportion of the total liquidation
account as the balance of the deposit account on the qualifying dates was to the
aggregate balance in all the deposit accounts of Eligible Account Holders and
Supplemental Eligible Account Holders on such qualifying dates. However, if the
amount in the deposit account on any December 31 annual closing date commencing
on December 31, 1997 is less than the
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amount in such account on the respective qualifying dates, then the interest in
this special liquidation account would be reduced from time to time by an amount
proportionate to any such reduction, and the interest in the liquidation account
would cease to exist if the deposit account were closed or reaches zero. The
interest in the special liquidation account will never be increased despite any
increase in the related deposit account after the respective qualifying dates.
No merger, consolidation, purchase of bulk assets with assumptions of
savings accounts and other liabilities, or similar transactions with another
insured institution in which transaction we in our converted form are not the
surviving institution shall be considered a complete liquidation. In such
transactions, the liquidation account shall be assumed by the surviving
institution.
Subscription Rights and the Subscription Offering
In accordance with OTS regulations and the Plan, non-transferable
subscription rights to purchase shares of the Common Stock have been granted to
all persons and entities entitled to purchase shares in the Subscription
Offering under the Plan. The number of shares which these parties may purchase
will be determined, in part, by the total number of shares to be issued and by
the availability of the shares for purchase under the categories set forth in
the Plan. If the Community Offering, as described below, extends beyond 45 days
following the completion of the Subscription Offering, subscribers will be
resolicited. All subscriptions will be subject to the availability of 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 and as described below under "-- Limitations on Purchases
of Shares."
The following priorities have been established:
Category 1: Eligible Account Holders. Each depositor of Ninth Ward with
$50.00 or more on deposit as of December 31, 1995 will receive non-transferable
subscription rights on a priority basis to purchase that number of shares of
Common Stock which is equal to the greater of 10,000 shares ($100,000) for a
single or joint account or 20,000 shares ($200,000) in the case of a purchase
with Associates, or 15 times the product (rounded down to the next whole number)
obtained by multiplying the total number of shares to be issued by a fraction of
which the numerator is the amount of the qualifying deposit of the Eligible
Account Holder and the denominator is the total amount of qualifying deposits of
all Eligible Account Holders. If such allocation results in an oversubscription,
shares shall be allocated among subscribing Eligible Account Holders so as to
permit each such account holder, to the extent possible, to purchase the lesser
of 100 shares or the total amount of his subscription. Any shares not so
allocated shall be allocated among the subscribing Eligible Account Holders on
an equitable basis, related to the amounts of their respective qualifying
deposits as compared to the total qualifying deposits of all subscribing
Eligible Account Holders. Subscription rights received
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by officers and directors in this category based on their increased deposits in
us in the one-year period preceding December 31, 1995, are subordinated to the
subscription rights of other Eligible Account Holders. See " Limitations on
Purchases and Transfer of Shares."
Category 2: Tax-Qualified Employee Benefit Plans. Our tax-qualified
employee benefit plans ("Employee Plans") have been granted non-transferable
subscription rights to purchase up to 8% of the total shares issued in the
Conversion. The ESOP is an Employee Plan.
The right of Employee Plans to subscribe for shares is subordinate to the
right of the Eligible Account Holders to subscribe for shares. However, in the
event the offering results in the issuance of shares above the maximum of the
EVR (i.e., more than 1,006,000 shares), the Employee Plans have a priority right
to fill their subscription. The ESOP is the only Employee Plan and currently
intends to purchase up to 8% of the Common Stock issued in the Conversion. The
Employee Plans may, however, determine to purchase some or all of the shares
covered by their subscriptions after the Conversion in the open market or, if
approved by the OTS, out of authorized but unissued shares in the event of an
oversubscription.
Category 3: Supplemental Eligible Account Holders. Each depositor of Ninth
Ward with $50.00 or more on deposit as of September 30, 1997 who is not an
Eligible Account Holder will receive non-transferable subscription rights to
purchase that number of shares which is equal to the greater of 10,000 shares
($100,000), or 20,000 shares ($200,000) in the case of a purchase with
Associates, or 15 times the product (rounded down to the next whole number)
obtained by multiplying the total number of shares 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 qualifying
deposits of all Supplemental Eligible Account Holders. If the allocation made in
this paragraph results in an oversubscription, shares shall be allocated among
subscribing Supplemental Eligible Account Holders so as to permit each such
account holder, to the extent possible, to purchase the lesser of 100 shares or
the total amount of his subscription. Any shares not so allocated shall be
allocated among the subscribing Supplemental Eligible Account Holders on an
equitable basis, related to the amounts of their respective qualifying deposits
as compared to the total qualifying deposits of all subscribing Supplemental
Eligible Account Holders. See "-- Limitations on Purchases and Transfer of
Shares."
The right of Supplemental Eligible Account Holders to subscribe for shares
is subordinate to the rights of the Eligible Account Holders and Employee Plans
to subscribe for shares.
Category 4: Other Members. Each depositor of Ninth Ward as of the Voting
Record Date (November __, 1997) who is not an Eligible Account Holder or
Supplemental Eligible Account Holder, and each borrower with a loan outstanding
on January 1, 1993, which continues to be outstanding on the Voting Record Date
will receive non-transferable
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subscription rights to purchase up to 10,000 shares ($100,000) or 20,000 shares
($200,000) in the case of a purchase with Associates to the extent such shares
are available following subscriptions by Eligible Account Holders, Employee
Plans, and Supplemental Eligible Account Holders. In the event there are not
enough shares to fill the orders of the Other Members, the subscriptions of the
Other Members will be allocated so that each subscribing Other Member will be
entitled to purchase the lesser of 100 shares or the number of shares ordered.
Any remaining shares will be allocated among Other Members whose subscriptions
remain unsatisfied on a 100 share (or whatever lesser amount is available) per
order basis. See "-- Limitations on Purchases and Transfer of Shares."
Expiration Date. The Subscription Offering will expire at Noon, Wilmington
Delaware Time, on December _____, 1997 unless extended for up to 45 additional
days with the approval of the OTS. Subscription rights not used by the time the
offering expires are void.
Members in Non-Qualified States. We will make reasonable efforts to comply
with the securities laws of all states in the United States in which persons
entitled to subscribe for the shares pursuant to the Plan reside. However, no
person will be offered or allowed to purchase any shares under the Plan if he
resides in a foreign country or in a state with respect to which any of the
following apply: (i) a small number of persons otherwise eligible to subscribe
for shares under the Plan reside in that state or foreign country; (ii) the
granting of subscription rights or offer or sale of shares of Common Stock to
those persons would require either us, or our employees to register, under the
securities laws of that state or foreign country, as a broker or dealer or to
register or otherwise qualify our securities for sale in that state or foreign
country; or (iii) such registration or qualification would be impracticable for
reasons of cost or otherwise. Where the number of persons eligible to subscribe
for shares is small, we will decide whether to offer shares based on a number of
factors. Some of these factors include the size of the accounts held by account
holders in the State, the costs required to be paid to sell shares in that
particular State and the need to register the Company or its employees or
directors under that particular State securities laws. No payments will be made
in lieu of the granting of subscription rights to any person.
Restrictions on Transfer of Subscription Rights and Shares. Persons are
prohibited from transferring or entering into any agreement or understanding to
transfer the legal or beneficial ownership of their subscription rights.
Subscription rights may be exercised only by the person to whom they are granted
and only for his account. Each person subscribing for shares will be required to
certify that he is purchasing shares solely for his own account and has not
entered into an agreement or understanding regarding the sale or transfer of
those shares. Federal Regulations also prohibit any person from offering or
making an announcement of an offer or intent to make an offer to purchase
subscription rights or shares of Common Stock prior to the completion of the
Conversion.
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We will pursue any and all legal and equitable remedies in the event we
become aware of the transfer of subscription rights and will not honor orders
believed by us to involve the transfer of subscription rights.
Community Offering
To the extent that shares remain available for purchase after filling all
orders received in the Subscription Offering, we may offer shares of Common
Stock to certain members of the general public giving preference to natural
persons who are permanent residents of the Local Community -- the State of
Delaware, Chester County and Delaware County, Pennsylvania, Cecil County,
Maryland and Salem County, New Jersey -- under such terms and conditions as may
be established by the Board of Directors. In the Community Offering, the minimum
purchase is 25 shares and no person may purchase more than 10,000 shares
($100,000) for a single purchaser or 20,000 shares ($200,000) when aggregated
with the purchases by an Associate of such person and persons acting in concert
with such persons. In the event there are not sufficient shares to fill all
orders, the remaining shares would be allocated in the same manner as shares
would be allocated in the "Other Members" category. See "-- Subscription Rights
and the Subscription Offering -- Category 4: Other Members."
The Community Offering may commence at any time after the commencement of
the Subscription Offering. The Community Offering once commenced, may expire at
any time without notice but no later than 12:00 p.m., Wilmington, Delaware Time,
on ___________, 1997 unless extended with the permission of the OTS. Purchases
of shares in the Community Offering are subject to our right in our sole
discretion, to accept or reject such purchases in whole or in part either at the
time and receipt of an order, or as soon as practicable following the completion
of the Community Offering.
In the event Community Offering orders are not filled, funds received by us
will be promptly refunded with interest at our passbook rate. In the event an
insufficient number of shares are available to fill all orders in the Community
Offering, the available shares will be allocated on an equitable basis
determined by the Board of Directors, provided however that a preference will be
given to natural persons residing in Local Community. If regulatory approval is
received to extend the Community Offering beyond 45 days following the
completion of the Subscription Offering, subscribers will be resolicited. Shares
sold in the Community Offering will be sold at the Purchase Price. The offering
extensions cannot be provided beyond November ______ 1999.
Syndicated Community Offering
The Plan provides that, if necessary, all shares of Common Stock not
purchased in the Subscription Offering and Community Offering, if any, may be
offered for sale to certain members of the general public in a Syndicated
Community Offering through a syndicate of
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register broker-dealers to be managed by Trident acting as agent for the
Company. The Company has the right to reject orders in whole or part in their
sole discretion in the Syndicated Community Offering. Neither Trident nor any
registered broker-dealer shall have any obligation to take or purchase any of
the Common Stock in the Syndicated Community Offering. However, Trident has
agreed to use its best efforts in the sale of shares in the Syndicated Community
Offering.
Stock sold in the Syndicated Community Offering also will be sold at the
$10.00 Purchase Price. See, "-- Stock Pricing." No person shall be permitted to
subscribe in the Syndicated Community Offering for shares of Common Stock with
an aggregate purchase price of more than $100,000. See, " -- Payment for Shares
and -- Marketing Arrangements" for a description of the commission to be paid to
selected dealers and to Trident.
Ordering and Receiving Shares
Use of Order Forms. Rights to subscribe may only be exercised by completion
of an original order form. Persons ordering shares in the Subscription Offering
must deliver by mail or in person a properly completed and executed original
order form to us prior to the Expiration Date. Order forms must be accompanied
by full payment for all shares ordered. See "-- Payment for Shares. "
Subscription rights under the Plan will expire on the Expiration Date, whether
or not we have been able to locate each person entitled to subscription rights.
Once submitted, subscription orders cannot be revoked without our consent unless
the Conversion is not completed within 45 days of the Expiration Date.
Persons and entities not purchasing shares in the Subscription Offering
may, subject to availability, purchase shares in the Community Offering by
returning to us a completed and properly executed order form along with full
payment for the shares ordered.
In the event an order form (i) is not delivered and is returned to us by
the United States Postal Service or we are unable to locate the addressee, (ii)
is not received or is received after the Expiration Date, (iii) is defectively
completed or executed, or (iv) is not accompanied by full payment for the shares
subscribed for (including instances where a savings account or certificate
balance from which withdrawal is authorized is insufficient to fund the amount
of such required payment), the subscription rights for the person to whom such
rights have been granted will lapse as though that person failed to return the
completed order form within the time period specified. We may, but will not be
required to, waive any irregularity on any order form or require the submission
of corrected order forms or the remittance of full payment for subscribed shares
by such date as we specify. The waiver of an irregularity on an order form in no
way obligates us to waive any other irregularity on that, or any irregularity on
any other, order form. Waivers will be considered on a case by case basis.
Photocopies of order forms, facsimiled order forms, payments from private third
parties or payments through electronic transfers of funds will not be accepted.
Our interpretation of the terms and conditions
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of the Plan and of the acceptability of the order forms will be final. We have
the right to investigate any irregularity on any order form.
To ensure that each purchaser receives a prospectus at least 48 hours
before the Expiration Date in accordance with Rule 15c2-8 of 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.
Payment for Shares. Payment for shares of Common Stock may be made (i) in
cash, if delivered in person, (ii) by check or money order, or (iii) by
authorization of withdrawal from savings accounts (including certificates of
deposit) maintained with us. Appropriate means by which such withdrawals may be
authorized are provided in the order form. Once such a withdrawal has been
authorized, none of the designated withdrawal amount may be used by the
subscriber for any purpose other than to purchase the shares. Where payment has
been authorized to be made through withdrawal from a savings account, the sum
authorized for withdrawal will continue to earn interest at the passbook rate
until the Conversion has been completed or terminated. Interest penalties for
early withdrawal applicable to certificate accounts will not apply to
withdrawals authorized for the purchase of shares; however, if a partial
withdrawal results in a certificate account with a balance less than the
applicable minimum balance requirement, the certificate evidencing the remaining
balance will earn interest at the passbook savings account rate subsequent to
the withdrawal. Payments made in cash or by check or money order, will be placed
in a segregated savings account and interest will be paid by us at our passbook
savings account rate from the date payment is received until the Conversion is
completed or terminated. Payments from private third parties or payments through
electronic transfer of funds will not be accepted. An executed order form, once
received by us, may not be modified, amended, or rescinded without our consent,
unless the Conversion is not completed within 45 days after the conclusion of
the Subscription Offering, in which event subscribers may be given an
opportunity to increase, decrease, or rescind their order. In the event that the
Conversion is not consummated, all funds submitted pursuant to the offering will
be refunded promptly with interest.
Owners of self-directed IRAs may use the assets of such IRAs to purchase
shares in the offering, provided that such IRAs are not maintained on deposit
with us. Persons with IRAs maintained with us must have their accounts
transferred to an unaffiliated institution or broker to purchase shares in the
offering. The Stock Information Center can assist you in transferring your
self-directed IRA. Because of the paperwork involved, persons owning IRAs with
us who wish to use their IRA account to purchase stock in the Offering, must
contact the Stock Information Center no later than ______________, 1997.
Trident may enter into agreements with broker-dealers ("Selected Dealers")
to assist in the sale of the shares in the Syndicated Community Offering. See
also "-- Plan of Distribution" and "-- Marketing Arrangements." No orders may be
placed or filled by or for a
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Selected Dealer during the Subscription Offering. If a Syndicated Community
Offering is utilized after the close of the Subscription Offering, Trident will
instruct Selected Dealers as to the number of shares to be allocated to each
Selected Dealer. Only after the close of the Subscription Offering and upon
allocation of shares to Selected Dealers may Selected Dealers take orders from
their customers. During the Subscription and Community Offerings, Selected
Dealers may only solicit indications of interest from their customers to place
orders with the Company as of a certain date ("Order Date") for the purchase of
shares. When and if Trident and the Company believe that sufficient orders have
not been received in the Subscription and the Community Offerings to consummate
the Conversion, Trident will request, as of the Order Date, Selected Dealers to
submit orders to purchase shares for which they have previously received
indications of interest from their customers. Selected Dealers will send
confirmations of the orders to their customers on the next business day after
the Order Date. Selected Dealers will debit the accounts of their customers on
the "Settlement Date". The Settlement Date will be three business days after the
Order Date. Customers who authorize Selected Dealers to debit their brokerage
accounts are required to have the funds for payment in their account by the
Settlement Date. On the Settlement Date, Selected Dealers will remit funds to
the account established by us for each Selected Dealer. Each customer's funds so
forwarded to us along with all other accounts held in the same title, will be
insured by the FDIC up to $100,000. After payment has been received by us from
Selected Dealers, funds will earn interest at our passbook savings account rate
until the consummation of the Conversion. Funds will be returned promptly, with
interest, in the event the Conversion is not consummated as described above.
However, Selected Dealers who do not hold or receive funds for customers or
carry accounts of, or for, customers will (1) instruct their customers who wish
to subscribe in the offering to make their checks payable to us and (2) will
transmit customer checks directly to us by noon of the next business day after
receipt by such Selected Dealer.
The ESOP may subscribe for shares by submitting its order form along with
evidence of a loan commitment from a financial institution or the Company for
the purchase of the shares during the Subscription Offering and by making
payment for shares on the date of completion of the Conversion.
Federal regulations prohibit us from lending funds or extending credit to
any person to purchase shares in the Conversion.
Delivery of Stock Certificates. Certificates representing shares of Common
Stock issued in the Conversion will be mailed to the person(s) at the address
noted on the order form, as soon as practicable following consummation of the
Conversion. Any certificates returned as undeliverable will be held until
properly claimed or otherwise disposed. Persons ordering shares might not be
able to sell their shares until they receive their stock certificates.
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Plan of Distribution
Materials for the offering have been distributed to eligible subscribers by
mail. Additional copies are available at our main office. Our officers may be
available to answer questions about the Conversion. Responses to questions about
us will be limited to the information contained in this Prospectus. Officers
will not be authorized to render investment advice. All subscribers for the
shares being offered will be instructed to send payment directly to us. The
funds will be held in a segregated special escrow account and will not be
released until the closing of the Conversion or its termination.
Marketing Arrangements
Trident has been engaged as our financial advisor in connection with the
offering. Trident has agreed to exercise its best efforts to assist us in the
sale of the shares in the offering. As compensation, Trident will receive a
commission equal to 1.5% of the aggregate dollar amount of capital stock sold to
investors, except no commissions shall be payable on shares purchased by
officers, directors, employees or their associates or employee benefit plans. If
shares are offered for sale in another form of offering, Trident will organize
and manage the offering for no additional fee. Commissions to be paid to any
such persons for such offering will be at the discretion of the management of
the Company and is not expected to exceed 5%. Fees paid to Trident and to any
other broker-dealer may be deemed to be underwriting fees, and Trident and such
broker-dealers may be deemed to be underwriters. We have agreed to reimburse
Trident for allocable expenses, including legal fees, of up to $27,500 in the
aggregate. Trident will also be reimbursed for out-of-pocket expenses not to
exceed $10,000. Also, we have agreed to indemnify Trident for reasonable costs
and expenses in connection with certain claims or liabilities which might be
asserted against Trident. This indemnification covers the investigation,
preparation of defense and defense of any action, proceeding or claim relating
to misrepresentation or breach of warranty of the written agreement among
Trident and us or the omission or alleged omission of a material fact required
to be stated or necessary in the prospectus or other documents. Trident will
also receive a fee of $10,000 for proxy solicitation and Conversion Center
management.
The shares will be offered principally by the distribution of this
Prospectus and through activities conducted at a Stock Information Center
located at our main office. The Stock Information Center is expected to operate
during our normal business hours throughout the offering. A registered
representative employed by Trident will be working at, and supervising the
operation of, the Stock Information Center. Trident will assist us in responding
to questions regarding the Conversion and the offering and processing order
forms. Our personnel will be present in the Stock Information Center to assist
Trident with clerical matters and to answer questions related solely to our
business.
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Stock Pricing
FinPro, an independent economic consulting and appraisal firm, which is
experienced in the evaluation and appraisal of business entities, including
savings institutions involved in the conversion process has been retained by us
to prepare an appraisal of our estimated pro forma market value. FinPro will
receive a fee of $14,000 for preparing the appraisal and $10,000 for its
assistance in connection with the preparation of the business plan required in
connection with the conversion and will be reimbursed reasonable out-of-pocket
expenses. We have agreed to indemnify FinPro under certain circumstances against
liabilities and expenses arising out of or based on any misstatement or untrue
statement of a material fact contained in the information supplied by us to
FinPro.
The appraisal was prepared by FinPro in reliance upon the information
contained herein, including the financial statements. The appraisal contains an
analysis of a number of factors including, but not limited to, our financial
condition and operating trends, the competitive environment within which we
operate, operating trends of certain savings institutions and savings and loan
holding companies, relevant economic conditions, both nationally and in the
state of Delaware which affect the operations of savings institutions, and stock
market values of certain savings institutions. In addition, FinPro has advised
us that it has considered the effect of the additional capital raised by the
sale of the shares on our estimated aggregate pro forma market value.
On the basis of the above, FinPro has determined, in its opinion, that as
of ____________, 1997 our estimated aggregate pro forma market value was
$8,750,000. OTS regulations require, however, that the appraiser establish a
range of value for the stock to allow for fluctuations in the aggregate value of
the stock due to changing market conditions and other factors. Accordingly,
FinPro has established a range of value from $7,440,000 to $10,060,000 for the
offering (the Estimated Valuation Range or EVR). The Estimated Valuation Range
will be updated by FinPro prior to consummation of the Conversion and the
Estimated Valuation Range may increase to $11,570,000.
The Board of Directors has reviewed the independent appraisal, including
the stated methodology of the independent appraiser and the assumptions used in
the preparation of the independent appraisal. The Board of Directors is relying
upon the expertise, experience and independence of the appraiser and is not
qualified to determine the appropriateness of the assumptions.
In order for stock sales to take place FinPro must confirm to the OTS that,
to the best of FinPro's knowledge and judgment, nothing of a material nature has
occurred which would cause FinPro to conclude that the Purchase Price on an
aggregate basis was materially incompatible with FinPro's estimate of our pro
forma market value of us in converted form at the time of the sale. If, however,
facts do not justify such a statement, an amended Estimated Valuation Range may
be established and a new Subscription and Community Offering may take place or
such other actions as the Board of Directors may determine or OTS may require.
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The appraisal is not a recommendation of any kind as to the advisability of
purchasing these shares. In preparing the appraisal, FinPro has relied upon and
assumed the accuracy and completeness of financial and statistical information
provided by us. FinPro did not independently verify the financial statements and
other information provided by us, nor did FinPro value independently our assets
and liabilities. The appraisal considers us only as a going concern and should
not be considered as our liquidation value. Moreover, because the appraisal is
based upon estimates and projections of a number of matters which are subject to
change, the market price of the Common Stock could decline below $10.00 per
share.
Change in Number of Shares to be Issued in the Conversion
Depending on market and financial conditions at the time of the completion
of the Subscription and Community Offerings, we may significantly increase or
decrease the number of shares to be issued in the Conversion. In the event of an
increase in the valuation, we may increase the total number of shares to be
issued in the Conversion. An increase in the total number of shares to be issued
in the Conversion would decrease a subscriber's percentage ownership interest
and the pro forma net worth (book value) per share and increase the pro forma
net income and net worth (book value) on an aggregate basis. In the event of a
material reduction in the valuation, we may decrease the number of shares to be
issued to reflect the reduced valuation. A decrease in the number of shares to
be issued in the Conversion would increase a subscriber's percentage ownership
interest and the pro forma net worth (book value) per share and decrease pro
forma net income and net worth on an aggregate basis.
Persons ordering shares will not be permitted to modify or cancel their
orders unless the change in the number of shares to be issued in the Conversion
results in an offering which is either less than $7,440,000 or more than
$11,570,000.
In the event market or financial conditions change so as to cause the
aggregate number of shares issued in the Conversion to be below the EVR, or more
than 15% above the maximum of the EVR, if the Plan is not terminated by the
Company and the Bank after consultation with the OTS, purchasers will be
resolicited (i.e., permitted to continue their orders in which case they will
need to affirmatively reconfirm their subscriptions prior to the expiration of
the resolicitation offering or their subscription funds will be promptly
refunded, or permitted to modify or rescind their subscriptions). Any change in
the EVR must be approved by the OTS. If the number of shares issued in the
Conversion increase, persons who subscribe to the maximum number of shares will
not be given to the opportunity to subscribe for an adjusted maximum number of
shares, except for the ESOP which will able to be subscribed for an adjusted
amount.
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Limitations on Purchases and Transfer of Shares
The Plan provides for certain additional limitations to be placed upon the
purchase of the shares in the Conversion. The minimum purchase is 25 shares and
the maximum purchase for any individual person, or group of persons ordering
through a single or joint account, is 10,000 shares or 20,000 shares when the
total purchases of associates is included. No persons, together with associates,
or group of persons acting in concert, may purchase more than 20,000 shares
except for the ESOP which may purchase up to 8% of the shares sold. The OTS
regulations governing the Conversion provide that officers and directors and
their associates may not purchase, in the aggregate, more than 33% of the shares
issued pursuant to the Conversion.
Depending on market conditions and the results of the offering, the Board
of Directors may increase or decrease any of the purchase limitations without
the approval of our members and without resoliciting subscribers. If the maximum
purchase limitation is increased, persons who ordered the maximum amount will be
given the first opportunity to increase their orders. In doing so, the
preference categories in the offerings will be followed.
In the event of an increase in the total number of shares offered in the
Conversion due to an increase in the EVR of up to 15% (the "Adjusted Maximum"),
the additional shares will be allocated in the following order of priority: (i)
in the event of an oversubscription by Eligible Account Holders to fill the ESOP
subscription of up to 8% of the Adjusted Maximum number of shares (the ESOP
currently intends to subscribe for 8%); (ii) in the event that there is an
oversubscription by Eligible Account Holders, to fill unfilled subscriptions of
Eligible Account Holders inclusive of the Adjusted Maximum; (iii) in the event
that there is an oversubscription by Supplemental Eligible Account Holders, to
fill unfilled subscriptions to Supplemental Eligible Account Holders inclusive
of the Adjusted Maximum; (iv) in the event that there is an oversubscription by
Other Members, to fill unfilled subscriptions of Other Members inclusive of the
Adjusted Maximum; and (v) to fill unfilled subscriptions in the Community
Offering to the extent possible, inclusive of the Adjusted Maximum.
The term "associate" of a person means (i) any corporation or organization
(other than us or a majority-owned subsidiary of ours) of which such person is
an officer or partner or is, directly or indirectly, the beneficial owner of 10%
or more of any class of equity securities, (ii) any trust or other estate in
which such person has a substantial beneficial interest or as to which such
person serves as director or in a similar fiduciary capacity (excluding
tax-qualified employee stock benefit plans), 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 us, or any of our subsidiaries. For example,
a corporation of which a person serves as a trustee would be an associate of
that person, and therefore all shares purchased by that corporation would be
included with the number of shares which that person individually could purchase
under the above limitations.
45
<PAGE>
The term "officer" may include our president, vice presidents in charge of
principal business functions, Secretary and Treasurer and any other officer
performing similar functions. All references herein to an officer have the same
meaning as used for an officer in the Plan.
The term "residing," as used in relation to the preference afforded natural
persons residing in the Local Community, means any natural person who occupies a
dwelling within the Local Community, has an intention to remain within the Local
Community (manifested by establishing a physical, on-going, non-transitory
presence within the Local Community), and continues to reside in the Local
Community at the time of the Subscription and Community Offering. We may utilize
deposit or loan records or such other evidence provided to us to make the
determination whether a person is residing in the Local Community. To the extent
the person is a personal benefit plan, the circumstances of the beneficiary
shall be utilized. Such determination will be in our sole discretion.
To order shares in the Conversion, persons must certify that their purchase
does not conflict with the purchase limitations. In the event that the purchase
limitations are violated by any person (including any associate or group of
persons affiliated or otherwise acting in concert with such persons), we will
have the right to purchase from that person at $10.00 per share all shares
acquired by that person in excess of the purchase limitations. If the excess
shares have been sold by that person, we may recover the profit from the sale of
the shares by that person. We may assign our right either to purchase the excess
shares or to recover the profits from their sale.
Shares of Common Stock purchased pursuant to the Conversion will be freely
transferable, except for shares purchased by our directors and officers. For
certain restrictions on the shares purchased by directors and officers, see "--
Restrictions on Sales and Purchases of Shares by Directors and Officers."
In addition, under guidelines of the NASD, members of the NASD and their
associates are subject to certain restrictions on the transfer of securities
purchased in accordance with subscription rights and to certain reporting
requirements upon purchase of such securities.
Restrictions on Repurchase of Shares
Generally, during the first year following the Conversion, the Company may
not repurchase its shares and during each of the second and third years
following the Conversion, the Company may repurchase five percent of the
outstanding shares provided they are purchased in open-market transactions.
Repurchases must not cause us to become undercapitalized and at least 10 days
prior notice of the repurchase must be provided to the OTS. The OTS may
disapprove a repurchase program upon a determination that (1) the repurchase
program would adversely affect our financial condition, (2) the information
submitted is insufficient upon which to base a conclusion as to whether the
financial condition would be adversely affected, or (3) a valid business purpose
was not demonstrated. However,
46
<PAGE>
the OTS may grant special permission to repurchase shares after six months
following the Conversion and to repurchase more than five percent during each of
the second and third years. In addition, SEC rules also govern the method, time,
price, and number of shares of Common Stock that may be repurchased by the
Company and affiliated purchasers. If, in the future, the rules and regulations
regarding the repurchase of stock are liberalized, the Company may utilize the
rules and regulations then in effect.
Restrictions on Sales and Purchases of Shares by Directors and Officers
Shares purchased by directors and officers of the Company may not be sold
for one year following completion of the Conversion. An exception to this rule
is a disposition of shares in the event of the death of the director or officer.
Any shares issued to directors and officers as a stock dividend, stock split, or
otherwise with respect to restricted stock shall be subject to the same
restrictions.
For three years following the Conversion, directors and officers may
purchase shares only through a registered broker or dealer. Exceptions are
available only if the OTS has approved the purchase or the purchase is an arm's
length transaction and involves more than one percent of the outstanding shares.
Interpretation and Amendment of the Plan
We have the authority to interpret and amend the Plan. Our interpretations
are final. Amendments to the Plan after the receipt of member approval will not
need further member approval unless required by the OTS.
Conditions and Termination
Completion of the Conversion requires (i) the approval of the Plan by the
affirmative vote of not less than a majority of the total number of votes
eligible to be cast by our members; and (ii) completion of the sale of shares
within 24 months following approval of the Plan by our members. If these
conditions are not satisfied, the Plan will be terminated and we will continue
our business in the mutual form of organization. We may terminate the Plan at
any time prior to the meeting of members to vote on the Plan or at any time
thereafter with the approval of the OTS.
Other
All statements made in this Prospectus are hereby qualified by the contents
of the Plan of Conversion, the material terms of which are set forth herein. The
Plan of Conversion is attached to the Proxy Statement. Copies of the Plan are
available from us and we should be consulted for further information. Adoption
of the Plan by our members authorizes us to interpret, amend or terminate the
Plan.
47
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results of
operations is intended to assist you in understanding our financial condition
and results of operations. The information in this section should also be read
with our Financial Statements and Notes to the Financial Statements beginning at
page F-1.
General
The Company has recently been formed and accordingly, has no results of
operations. The following discussion relates only to the financial condition and
results of operations of Ninth Ward.
The Bank's principal business consists of accepting deposits from the
general public and investing these funds primarily in loans, investment
securities and mortgage-backed securities. Our loans presently consist primarily
of fixed rate loans secured by residential real estate located in our market
area.
The Bank has operated as a traditional savings and loan association raising
money by offering FDIC-insured savings products of relatively short duration and
lending this money for the purpose of home financing. Historically, our strategy
has been to originate fixed rate mortgage loans for sale in the secondary market
to FNMA or FHLMC. In 1996, due to changes in the interest rate environment, we
began to hold a substantial amount of these loans in our portfolio, causing our
assets to increase substantially. As of June 30, 1997, 77.5% of our loans were
first mortgage loans with fixed rates. Although the Bank makes adjustable rate
mortgages and secured home equity loans, these loans have not been a significant
part of our activity. Our results of operations depend primarily on net interest
income, which is determined by (i) the difference between rates of interest we
earn on our interest-earning assets and the rates we pay on interest-bearing
liabilities ("interest rate spread"), and (ii) the relative amounts of
interest-earning assets and interest-bearing liabilities. Our results of
operations are also affected by (i) non-interest income, which includes income
from customer deposit account service charges, loan servicing fee income, gains
and losses from the sale of loans, investments and mortgage-backed securities
and (ii) non-interest expense, which includes compensation and employee
benefits, federal deposit insurance premiums, office occupancy costs,
advertising costs and data processing costs. Our results of operations also are
affected significantly by general economic and competitive conditions,
particularly changes in market interest rates, government policies and actions
of regulatory authorities, all of which are beyond our control.
The Bank is currently operating under a Supervisory Agreement with the OTS
which requires the Bank to take certain actions, including, but not limited to,
addressing the Bank's interest rate risk profile. The Supervisory Agreement will
remain in place until terminated by the OTS, although it provides that the OTS
Regional Director will consider requests for termination after the first Report
of Examination of the Bank is concluded following May 21, 1997, which was the
effective date of the Supervisory Agreement. See "-- Asset/Liability Management"
and "BUSINESS OF NINTH WARD SAVINGS BANK--Supervisory Agreement."
48
<PAGE>
Asset/Liability Management
Our assets and liabilities may be analyzed by examining the extent to which
our assets and liabilities are interest rate sensitive and by evaluating the
expected effects of interest rate changes on our net portfolio value. The
ability to maintain consistent net interest income is largely dependent upon the
achievement of a positive interest rate spread that can be sustained during
fluctuations in prevailing interest rates. Interest rate sensitivity is a
measure of the difference between amounts of interest-earning assets and
interest-bearing liabilities that either reprice or mature within a given period
of time.
Thus, an asset or liability is interest rate sensitive within a specific
time period if it will mature or reprice within that time period. If our assets
mature or reprice more quickly or to a greater extent than our liabilities, our
net portfolio value and net interest income would tend to increase during
periods of rising interest rates but decrease during periods of falling interest
rates. Conversely, if our assets mature or reprice more slowly or to a lesser
extent than our liabilities, our net portfolio value and net interest income
would tend to decrease during periods of rising interest rates but increase
during periods of falling interest rates. The difference or interest rate
repricing "Gap" provides an indication of the extent to which an institution's
interest rate spread will be affected by changes in interest rates. A Gap is
considered positive when the amount of interest rate sensitive assets maturing
or repricing within a given period exceeds the amount of interest rate sensitive
liabilities maturing or repricing within such period. A Gap is considered
negative when the amount of interest-bearing liabilities repricing or maturing
within a given period exceeds the amount of interest rate sensitive assets
repricing or maturing within such period.
Our lending activities have historically emphasized long-term fixed rate
mortgage loans secured by one-to-four family residences. Currently, 77.5% of all
of our loans are of this type. Conversely, our deposit rates mature or are
subject to repricing within a relatively short period of time. These factors
have historically caused the income earned by us on our loan portfolio to adjust
more slowly to changes in interest rates than the interest we pay on our
deposits.
In recent years we have sought to manage our interest rate risk by selling
portions of our fixed rate loans to the FHLMC or another financial institution
(while retaining the servicing of those loans). We have also sought to manage
interest rate risk by lengthening the maturities of our certificates of deposit
and through longer term borrowings from the FHLB of Pittsburgh. However, the
imbalance between our assets and liabilities has caused our interest rate risk
to remain high.
Our Supervisory Agreement with the OTS identifies our interest rate risk
level as unacceptably high and requires us to develop and pursue strategies to
reduce interest-rate risk. The strategies we have been considering include
adjustment of FHLB advances by replacing short-term variable advances with the
proceeds of longer termed fixed rate advances. We have also sold or are
considering the sale of certain fixed rate loans to the FHLMC in order to help
49
<PAGE>
manage our interest-rate risk. The proceeds of these sales will be used to
either acquire short term variable rate assets or to repay short term variable
rate borrowings.
On June 26, 1997, we adopted a revised interest rate risk policy and also
took certain actions to implement this policy, including loan sales and
lengthening the maturities of some FHLB borrowings. At June 30, 1997 we had $5.5
million in loans held for sale. We anticipate taking additional actions of this
nature in order to reduce our interest rate sensitivity. In implementing these
strategies, we will attempt to balance the need to improve our interest rate
risk against the impact such restructuring will have on profitability. Following
the Conversion, we will experience an increase in investable assets
approximately equal to the net proceeds from the sale of Common Stock in the
Conversion less the amount of the ESOP loan. The investment of these net
proceeds can be expected to increase any positive Gap and reduce any negative
Gap because such investment will add short-term interest sensitive assets while
there will be no immediate corresponding increase in short-term interest
sensitive liabilities.
The following table, often referred to as a "Gap Table," sets forth asset
and liability balances at June 30, 1997 which are expected to reprice and mature
in each of the future periods indicated. Loans with adjustable rates are shown
as being due in the next adjustment period. Passbook accounts, money market
deposit accounts and NOW accounts are not assumed to be subject to immediate
repricing and are placed in repricing periods based upon assumptions prepared by
management.
50
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
More than More than More than
1 Month 2 Months 3 Months More than 6 More than
Less Month through through Months 1 Year
than 1 through 3 6 through 1 through More than
Month 2 Months Months Months Year 3 Years 3 Years
----- -------- ------ ------ ---- ------- -------
(Dollars in thousands)
Interest-Earning Assets
Cash and Interest Earning
<S> <C> <C> <C> <C> <C> <C> <C>
Deposits .................... $ 2,838 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Investments ................... 1,996 500 501 0 2,995 0 0
FHLB Stock .................... 0 0 1,333 0 0 0 0
Equity Loans/Lines ............ 2,963 3 5 8 37 1,120 6,770
Collateral Loans .............. 710 0 0 0 0 0 0
Mortgage-Backed Securities .... 0 0 0 0 0 190 0
Adjustable Rate Mortgages .... 35 822 270 1,206 4,063 4,130 50
Balloon Mortgages(1) .......... 43 43 43 129 258 1,463 2,746
Fixed Rate Mortgages(2) ....... 482 487 486 1,455 3,016 11,618 49,783
Fixed Rate Mortgages -
Available for Sale .......... 5,548 0 0 0 0 0 0
-------- -------- -------- -------- -------- -------- --------
TOTAL INTEREST-
EARNING ASSETS .............. $ 14,615 $ 1,855 $ 2,638 $ 2,798 $ 10,369 $ 18,521 $ 59,349
======== ======== ======== ======== ======== ======== ========
Interest-bearing
liabilities
Passbook Accounts(3) .......... 32 32 32 97 193 387 3,093
Checking Accounts(4) .......... 0 0 0 0 0 0 1,125
Money Market Deposit
Accounts(5) ................. 681 681 681 1,438 454 1,817 1,819
Fixed Rate Fixed Term
Deposits .................... 3,542 4,196 5,282 9,224 21,959 17,953 3,633
FHLB Advances -
Adjustable Rate ............. 0 0 0 0 0 0 0
FHLB Advances -
Fixed Rate and Term ......... 5,000 1,500 1,500 1,300 1,800 9,500 4,600
Escrow Deposits ............... 20 20 1,839 0 0 0 0
-------- -------- -------- -------- -------- -------- --------
TOTAL INTEREST-BEARING
LIABILITIES ................. $ 9,275 $ 6,429 $ 9,334 $ 12,059 $ 24,406 $ 29,657 $ 14,270
======== ======== ======== ======== ======== ======== ========
Excess (Deficiency) of
Interest-Earning Assets
over Interest-Bearing
Liabilities ................. $ 5,340 ($ 4,574) ($ 6,696) ($ 9,261) ($14,037) ($11,136) $ 45,079
======== ======== ======== ======== ======== ======== ========
Cumulative Excess
(Deficiency) of Interest-
Earning Assets Over
Interest-Bearing
Liabilities at
June 30, 1997 ............. $ 5,340 $ 766 ($ 5,930) ($15,191) ($29,228) ($40,364) $ 4,715
======== ======== ======== ======== ======== ======== ========
Cumulative Excess
(Deficiency) of Interest-
Earning Assets Over
Interest-Bearing
Liabilities as a
Percent of Total Assets
at June 30, 1997 .......... 4.74% 0.68% (5.27%) (13.49%) (25.96%) (35.86%) 4.19%
======== ======== ======== ======== ======== ======== ========
</TABLE>
51
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
More than More than More than
1 Month 2 Months 3 Months More than 6 More than
Less Month through through Months 1 Year
than 1 through 3 6 through 1 through More than
Month 2 Months Months Months Year 3 Years 3 Years
----- -------- ------ ------ ---- ------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Cumulative Excess
(Deficiency) of Interest-
Earning Assets over
Interest-Bearing
Liabilities as a percent
of Total Interest-Earning
Assets....................... 4.85% 0.70% (5.38)% (13.79)% (26.54)% (36.65)% 4.28%
======== ======== ======== ======== ======== ======== ========
Cumulative Excess
(Deficiency) of Interest-
Earning Assets over
Interest-Bearing
Liabilities as a
percent of Cumulative
Interest-Bearing Liabilities... 58.54% 4.88% (23.68)% (40.95)% (47.52)% (44.28)% 4.47%
======== ======== ======== ======== ======== ======== ========
</TABLE>
(Footnotes on next page)
52
<PAGE>
- ----------
1. 12% annual prepayment rate is based on assumptions provided by the OTS.
2. 9% annual prepayment rate for 30 year loans and 8% annual prepayment rate
for 15 year loans is based on assumptions provided by the OTS.
3. Repricing rate is estimated at 10% for year 1, 10% for 1-3 yrs., and 80%
for 3+ years.
4. Repricing rate is estimated 100% for 3 plus years.
5. Repricing is based on the assumption that approximately 40% of accounts
with balances greater than $10,000 to reprice evenly over 6 months. The
remainder of accounts, assumed to be core deposits, reprice evenly over all
time periods.
Interest Rate Sensitivity Analysis
We have measured our interest rate sensitivity by computing the "Gap"
between the assets and liabilities which were expected to mature or reprice
within certain time periods, based on assumptions regarding loan prepayment and
deposit repricing provided by the OTS and management, respectively. However, in
order to encourage savings associations such as ours to reduce interest rate
risk, the OTS added an interest rate risk component to its risk-based capital
rules. The OTS requires the computation of the net present value of an
institution's cash flow from assets, liabilities and off balance sheet items
(the institution's net portfolio value or "NPV") and measures the change in NPV
in the event of a range of assumed changes in market interest rates.
The OTS measures an institution's interest rate risk by the change in its
NPV as a result of a hypothetical 200 basis point ("bp") change in market rates.
A resulting change in NPV of more than 2% of the estimated present value of
total assets ("PV") will require us to add to our capital 50% of that excess
change. The rules provide that the OTS will calculate the IRR component
quarterly for each institution such as ours. Although the regulation has been
adopted, the OTS is not enforcing the additional capital provision at this time.
Nevertheless, the following table estimates the effect on our NPV from
instantaneous and permanent 1% to 4% (100 to 400 basis points) increases and
decreases in market interest rates. The following table presents our NPV at June
30, 1997, which is based upon quarterly information that we provide to the OTS
and which is calculated for us by the OTS.
NET PORTFOLIO VALUE AT JUNE 30, 1997 NPV AS % OF PV OF ASSETS
------------------------------------ ------------------------
Change in Rates $ Amount $ Change % Change NPV Ratio Change
- --------------- -------- -------- -------- --------- ------
(Dollars in thousands)
+400 bp (2,089) (9,885) (127%) (2.09%) (8.91)%
+300 bp 253 (7,543) (97%) 0.24% (6.57)%
+200 bp 2,745 (5,052) (65%) 2.56% (4.25)%
+100 bp 5,318 (2,478) (32%) 4.80% (2.02)%
0 bp 7,796 0 0 6.82% 0
-100 bp 9,724 1,928 25% 8.28% 1.46%
-200 bp 10,458 2,661 34% 8.76% 1.94%
-300 bp 10,299 2,503 32% 8.56% 1.74%
-400 bp 10,372 2,576 33% 8.53% 1.71%
53
<PAGE>
The above calculations indicate that we would be deemed to have an
excessive level of interest rate risk under applicable regulatory requirements.
In the event of a 200 bp change in interest rates, the Bank would experience a
34% increase in NPV in a declining rate environment and a 65% decrease in NPV in
a rising rate environment. Additional capital would have been required had we
been subject to the rule. The OTS has the authority to require otherwise exempt
institutions to comply with the rule.
While we cannot predict future interest rates or their effects on our
"Gap," NPV or net interest income, we do not expect current interest rates to
have a material adverse effect on our NPV or net interest income in the near
future. Computations of prospective effects of hypothetical interest rate
changes are based on numerous assumptions, including relative levels of market
interest rates, prepayments and deposit run-offs and should not be relied upon
as indicative of actual results. Certain shortcomings are inherent in such
computations. Although certain assets and liabilities may have similar maturity
or periods of repricing, they may react at different times and in different
degrees to changes in the market interest rates. The interest rates on certain
types of assets and liabilities may fluctuate in advance of changes in market
interest rates, while rates on other types of assets and liabilities may lag
behind changes in market interest rates. Certain assets, such as adjustable rate
mortgages, generally have features which restrict changes in interest rates on a
short-term basis and over the life of the asset. In the event of a change in
interest rates, prepayments and early withdrawal levels could deviate
significantly from those assumed in making calculations set forth above.
Additionally, an increased credit risk may result as the ability of many
borrowers to service their debt may decrease in the event of an interest rate
increase.
The Bank has established an Asset/Liability Committee which is currently
comprised of non-employee directors Thomas L. Cloud, Chairman, Alan B. Levin,
Dr. Robert L. Schweitzer as well as the Bank's CEO, Ronald P. Crouch. This
committee meets periodically and reviews the maturity of our assets and
liabilities and discusses and recommends policies and strategies designed to
regulate our flow of funds and to coordinate the sources, uses and pricing of
such funds. The first priority in structuring and pricing of our assets and
liabilities is to maintain an acceptable interest rate spread while reducing the
net effects of changes in interest rates.
The Board of Directors also reviews our asset and liability policies. The
Board of Directors meets monthly to review interest rate risk and interest rate
trends, as well as liquidity and capital ratios and requirements. Management
administers the policy and determinations of the Board of Directors with respect
to our asset and liability goals and strategies. We expect that our asset and
liability policy and strategies will continue as described so long as
competitive and regulatory conditions in the financial institution industry and
market interest rates continue as they have in recent years.
54
<PAGE>
Analysis of Net Interest Income
Our earnings have historically depended upon our net interest income, which
is the difference between interest income earned on loans and investments (the
"interest-earning assets") and interest paid on deposits and any borrowed funds
(the "interest-bearing liabilities"). It is the single largest component of our
operating income. Net interest income is affected by (i) the difference between
rates of interest earned on our interest-earning assets and rates paid on our
interest-earning liabilities (the "interest rate spread") and (ii) the relative
amounts of our interest-earning assets and interest-bearing liabilities.
The following tables present an analysis of certain aspects of our
operations during the recent periods indicated. The first table presents the
average balances of and the interest and dividends earned or paid on each major
class of our interest earning assets and interest-bearing liabilities. Average
balances are daily average balances. The yields and costs include fees which are
considered adjustments to yields.
55
<PAGE>
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------------------------------------
1996 1995
-------------------------------------- ------------------------------------
Average Daily Interest & Yield/ Average Daily Interest & Yield/
Balance Dividends Rate Balance Dividends Rate
------- --------- ---- ------- --------- ----
<S> <C> <C> <C> <C> <C> <C>
Assets:
Interest-earning assets
Loans receivable, net(1) ................... $ 91,061,307 $ 7,092,065 7.79% $ 78,025,302 $ 6,408,566 8.21%
Investment securities(2) ................... 12,644,840 709,493 5.61% 13,455,339 763,764 5.68
Interest-bearing deposits .................. 2,412,209 120,551 5.00% 1,717,488 120,417 7.01
------------ ------------ ------------ ------------
Total interest-earning assets ............. 106,118,356 7,922,109 7.47% 93,198,129 7,292,747 7.83
Non-interest-earning assets .................. 3,621,634 3,268,610
------------ ------------
Total assets ................................. $109,739,990 $ 96,466,739
============ ============
Liabilities and Retained
Earnings:
Interest-bearing liabilities
Deposits ................................... $ 80,199,233 $ 4,497,657 5.61% $ 77,715,774 $ 4,351,008 5.60%
Advances from FHLB ........................... 20,868,039 1,252,482 6.00% 10,957,934 704,133 6.43%
------------ ------------ ------------ ------------
Total interest-bearing
liabilities ............................ 101,067,272 5,750,139 5.69% 88,673,708 5,055,141 5.70%
Non-interest-
bearing liabilities ........................ 2,386,544 1,776,907
------------ ------------
Total liabilities ............................ $103,453,816 $ 90,450,615
Retained earnings ............................ 6,286,174 6,016,124
------------ ------------
Total liabilities and
retained earnings .......................... $109,739,990 $ 96,466,739
============ ============
Net interest income/Interest
rate spread(3) ............................. $ 2,171,970 1.78% $ 2,237,606 2.13%
============ ============
Net interest-earning
assets/net interest
margin(4) ................................... 5,051,084 2.05% 4,524,421 2.40%
Interest-earning assets to
interest-bearing
liabilities ................................ 105.00% 105.10%
</TABLE>
- ----------
(1) The inclusion of nonaccrual loans in average daily balance and loan fees in
interest and dividends has been deemed to have an immaterial impact on this
analysis.
(2) Includes mortgage-backed securities
(3) Interest rate spread represents the difference between the average yield on
interest-earning assets and the average rate on interest-bearing
liabilities.
(4) Net interest margin represents income before the provision for loan losses
divided by average interest-earning assets.
56
<PAGE>
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
-----------------------------------------------------------------------------
1996 1995
-------------------------------------- ------------------------------------
Average Daily Interest & Yield/ Average Daily Interest & Yield/ Yield/
Balance Dividends Rate Balance Dividends Rate Balance Rate
------- --------- ---- ------- --------- ---- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Interest-earning assets
Loans receivable, net(1) $ 99,011,640 $ 3,797,982 7.74% $ 83,836,933 $ 3,346,748 8.05% $ 98,467,059 7.61%
Investment securities(2) 7,963,438 222,602 5.64% 12,943,599 364,433 5.68% 7,514,919 5.59%
Interest-bearing deposits 2,216,029 51,774 4.71% 2,342,926 51,466 4.43% 2,838,215 5.41%
------------ ------------ ----------- ----------- -----------
Total interest-earning
assets ................ 109,191,107 4,072,358 7.52% 99,123,458 3,762,647 7.66% 108,820,193 7.41%
Non-interest-earning assets 3,779,984 3,568,488 3,724,506
------------ ------------ -----------
Total assets .............. $112,971,091 $102,691,946 $112,544,699
============ ============ ===========
Liabilities and Retained
Earnings:
Interest-bearing
liabilities
Deposits ................ $ 78,725,866 $ 2,196,245 5.63% $ 81,604,579 $ 2,276,637 5.63% $ 78,351,363 5.64%
Advances from FHLB ........ 25,370,166 780,646 6.21% 12,314,174 364,473 5.97% 25,200,000 6.34%
------------ ------------ ------------ ------------ ------------
Total interest-bearing
liabilities ........... 104,096,032 2,976,891 5.77% 93,918,753 2,641,110 5.67% 103,551,363 5.81%
Non-interest-
bearing liabilities ..... 2,563,029 2,454,502 2,906,394
------------ ------------ ----------
Total liabilities ......... 106,659,061 96,373,255 106,457,757
Retained earnings ......... 6,312,030 6,318,691 6,086,942
------------ ------------ -----------
Total liabilities and
retained earnings ....... $112,971,091 102,691,946 $112,544,699
============ ============ ============
Net interest income/
Interest rate spread(3).. $ 1,095,467 1.75% $ 1,121,537 1.99% 1.60%
============ ============
Net interest-earning
assets/net interest
margin(4) ............... 5,095,075 2.01% 5,204,705 2.26%
Interest-earning assets
to interest-
bearing liabilities ..... 104.89% 105.54% 105.09%
</TABLE>
- ----------
(1) The inclusion of nonaccrual loans in average daily balance and loan fees in
interest and dividends has been deemed to have an immaterial impact on this
analysis.
(2) Includes mortgage-backed securities
(3) Interest rate spread represents the difference between the average yield on
interest-earning assets and the average rate on interest-bearing
liabilities.
(4) Net interest margin represents income before the provision for loan losses
divided by average interest-earning assets.
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Rate/Volume Analysis
The following table sets forth certain information regarding changes in our
interest income and interest expense for the periods indicated. For each
category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to: (i) changes in volume
(changes in volume multiplied by the old rate); (ii) changes in rate (changes in
rate multiplied by old volume); and (iii) total change in rate and volume. The
combined effects of changes in both rate and volume has been allocated
proportionately to the change due to rate and the change due to volume.
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<PAGE>
<TABLE>
<CAPTION>
Six Months Ended June 30, Year Ended December 31,
Increase (Decrease) Increase (Decrease)
------------------------------------------ -----------------------------------------
1997 vs. 1996 1996 vs. 1995
------------------------------------------ -----------------------------------------
Volume Rate Net Volume Rate Net
------ ---- --- ------ ---- ---
Interest Income:
<S> <C> <C> <C> <C> <C> <C>
Loans ................... $ 586,374 $ (135,540) $ 451,234 $ 1,025,048 $ (341,549) $ 683,499
Investment securities ... (139,282) (2,549) (141,831) (45,053) (9,218) (54,271)
Interest-bearing deposits (2,885) 3,193 308 40,481 (40,347) 134
----------- ----------- ----------- ----------- ----------- -----------
Total interest income ..... 444,207 (134,496) 309,711 1,020,476 (391,114) 629,362
----------- ----------- ----------- ----------- ----------- -----------
Interest Expense:
Deposits ................ $ (80,392) $ -- $ (80,392) $ 138,888 $ 7,761 $ 146,649
Advances from FHLB ...... 401,856 14,317 416,173 598,343 (49,994) 548,349
----------- ----------- ----------- ----------- ----------- -----------
Total interest expense .... 321,464 14,317 335,781 737,231 (42,233) 694,998
----------- ----------- ----------- ----------- ----------- -----------
Net interest income ....... $ 122,743 $ (148,813) $ (26,070) $ 283,245 $ (348,881) $ (65,636)
=========== =========== =========== =========== =========== ===========
</TABLE>
Year Ended December 31,
Increase (Decrease)
-----------------------------------------
1995 vs. 1994
-----------------------------------------
Volume Rate Net
------ ---- ---
Interest Income:
Loans ................... $ 992,930 $ 46,698 $ 1,039,628
Investment securities ... (10,443) 157,029 146,586
Interest-bearing deposits (58,143) 68,960 10,817
----------- ----------- -----------
Total interest income ..... 924,344 272,687 1,197,031
----------- ----------- -----------
Interest Expense:
Deposits ................ $ 286,691 $ 614,936 $ 901,627
Advances from FHLB ...... 298,670 41,557 340,227
----------- ----------- -----------
Total interest expense .... 585,361 656,493 1,241,854
----------- ----------- -----------
Net interest income ....... $ 338,983 $ (383,806) $ (44,823)
=========== =========== ===========
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<PAGE>
Financial Condition
During 1995 we decided to increase our loan production through additional
mortgage and home equity lending. As a result of these efforts, total assets
increased by $15.3 million or 15.7% from $97.4 million at December 31, 1995 to
$112.7 million at December 31, 1996. At June 30, 1997, total assets were $112.5
million. Total liabilities increased by $15.4 million or 16.9% from $91.3
million at December 31, 1995 to $106.7 million at December 31, 1996. At June 30,
1997, total liabilities were $106.5 million. The increase in assets for the
period ended December 31, 1996 was primarily attributable to the growth in our
loan portfolio of $19.0 million which was the result of increased loan demand
and our decision to increase home equity lending. Loan growth was funded mainly
from sales of investment securities of approximately $3.3 million and Federal
Home Loan Bank advances of $17.9 million.
Comparison of Operating Results for the Six Months Ended June 30, 1997 and 1996
Net Income. We had net income of $122,000 for the six months ended June 30,
1997 compared to net income of $41,000 for the six months ended June 30, 1996.
This increase was due primarily to a reduction in other expenses from $1.2
million for the six months ended June 30, 1996 to $961,000 for the six months
ended June 30, 1997. This was somewhat offset by a decrease in other income from
$157,000 to $85,000.
Net Interest Income. Net interest income for the six months ended June 30,
1997 was $1.1 million, which was approximately the same amount as the six months
ended June 30, 1996.
Interest income. Total interest and dividend income was $4.1 million for
the six months ended June 30, 1997 compared to $3.8 million for the six months
ended June 30, 1996, representing an increase of $300,000 or 7.9%. The increase
in 1997 was due primarily to an increase in interest on loans from $3.3 million
for the six months ended June 30, 1996 to $3.8 million for the six months ended
June 30, 1997 which was the result in an increase in the size of our loan
portfolio. This increase was slightly offset by a decrease in interest and
dividends on investments from $394,000 for the six months ended June 30, 1996 to
$268,000 for the six months ended June 30, 1997 and a decrease in interest on
mortgage-backed securities from $22,000 for the six months ended June 30, 1996
to $7,000 for the six months ended June 30, 1997.
Interest expense. Total interest expense, which consists primarily of
interest on savings deposits, increased from $2.6 million for the six months
ended June 30, 1996 to $3.0 million for the six months ended June 30, 1997, an
increase of $400,000 or 15.4%. This increase was primarily the result of an
increase in interest paid on FHLB advances.
Provision for Loan Losses. Provisions for loan losses are charged to
earnings to maintain the total allowance for loan losses at a level considered
adequate by us to provide for possible loan losses based on prior loss
experience, volume and type of lending conducted by
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<PAGE>
us, available peer group information, and past due loans in our loan portfolio.
Our policies require the review of assets on a quarterly basis. We appropriately
classify loans as well as other assets if warranted. See "BUSINES -- Lending
Activity." While we believe we use the best information available to make a
determination with respect to the allowance for loan losses, we recognize that
future adjustments may be necessary. We provided $26,000 for loan losses for the
six months ended June 30, 1996 while providing $10,000 for loan losses for the
six months ended June 30, 1997. Total loans is a component considered in our
determination of establishing the provision. In establishing such provisions, we
considered the levels of the Bank's non-performing loans which were $241,000 and
$327,000 at June 30, 1996 and 1997, respectively.
Non-interest income. Total non-interest income decreased from $157,000 for
the six months ended June 30, 1996 to $85,000 for the six months ended June 30,
1997. This decrease in non-interest income was attributable to a decrease in
service fees of $51,000 and a decrease in gains from the sales of loans of
$32,000, offset by a gain of $11,000 realized market adjustment on loans.
Non-interest expense. Total other expenses decreased from $1.2 million for
the six months ended June 30, 1996 to $961,000 for the six months ended June 30,
1997, a decrease of $239,000 or 19.9%. Compensation and employee benefits
decreased from $511,000 for the six months ended June 30, 1996 to $478,000 for
the six months ended June 30, 1997. This was the result of a reduction in staff
due to a decline in loan originations and a decline in pension expenses,
partially offset by certain adjustments relating to accounting for loan
origination expenses pursuant to SFAS 91. Additionally, advertising expense
decreased from $142,000 for the six months ended June 30, 1996 to $101,000 for
the six months ended June 30, 1997 as the Bank attempted to manage interest rate
risk by reducing the volume of fixed rate mortgage loans and thus curbed its
marketing efforts for these loans. FDIC premiums decreased from $94,000 for the
six months ended June 30, 1996 to $15,000 for the six months ended June 30, 1997
due to a reduction in premiums upon the recapitalization of the SAIF.
Income taxes. Our income tax expense was $88,000 for the six months ended
June 30, 1997 compared to $30,000 for the six months ended June 30, 1996. Our
effective tax rate was 41.9% The increase was attributable to our increased
profitability for the six months ended June 30, 1997 compared to the six months
ended June 30, 1996.
Comparison of Operating Results for the Years Ending December 31, 1995 and 1996
Net Income. We had a net loss of $95,000 for the year ended December 31,
1996 compared to net income of $420,000 for the year ended December 31, 1995.
The loss was primarily due to the recognition of a one-time SAIF special
assessment in the amount of $492,000. This decrease from net income to a net
loss was the result of an increase in total interest expense from $5.1 million
for the year ended December 31, 1995 to $5.8 million for the year
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<PAGE>
ended December 31, 1996, as well as an increase in the provision for loan losses
from $5,000 for the year ended December 31, 1995 to $47,000 for the year ended
December 31, 1996, and a decrease in total other income from $521,000 for the
year ended December 31, 1995 to $305,000 for the year ended December 31, 1996.
These decreases were offset by an increase in total interest income from $7.3
million for the year ended December 31, 1995 to $7.9 million for the year ended
December 31, 1996.
Net Interest Income. Net interest income was approximately $2.2 million for
each of the years ended December 31, 1996 and 1995. The ratio of average
interest-earning assets to average interest-earning liabilities remained fairly
constant.
Interest income. Total interest income was $7.9 million for the year ended
December 31, 1996 compared to $7.3 million for the year ended December 31, 1995,
representing an increase of $600,000 or 8.2%. Such increase was primarily due to
an increase in interest on loans, and was partially offset by a decrease on
interest and dividends from investments. Interest on loans increased from $6.4
million for the year ended December 31, 1995 to $7.1 million for the year ended
December 31, 1996. This increase of $700,000 or 10.9% was due primarily to an
increase in originations of loans secured by single family residential real
estate. The increase in average balances of loans receivable was partially
offset by a 42 basis point decrease in the average yield on loans receivable.
Interest and dividends on investments decreased from $844,000 at December 31,
1995 to $791,000 at December 31, 1996.
Interest expense. Total interest expense increased from $5.1 million
for the year ended December 31, 1995 to $5.8 million for the year ended December
31, 1996, an increase of $700,000 or 13.7%. Interest on savings deposits
increased $100,000 or 2.3% from $4.4 million for the year ended December 31,
1995 to $4.5 million for the year ended December 31, 1996. Such increase was due
primarily to an increase in average balances of total interest-bearing
liabilities. During the year ended December 31, 1996, we borrowed funds from the
FHLB to increase our mortgage and home equity loan portfolios. It was our
determination that FHLB advances were less costly, on a marginal basis, than
increasing rates on savings accounts and certificates of deposit to attract more
funds. As a result, interest on borrowings increased by $500,000 or 71.4% from
$700,000 for the year ended December 31, 1995 to $1.2 million for the year ended
December 31, 1996.
Provision for Loan Losses. We provided $5,000 and $47,000 for loan losses
for the years ended December 31, 1995 and 1996, respectively. In establishing
such provisions, management considered the levels of our non-performing loans
which were $244,000 and $376,000 at December 31, 1995 and 1996, respectively.
The increase in the loan loss provision was primarily due to the increase in our
loan portfolio. The size of our loan portfolio is a component in the model we
use to determine the amount of the provision.
Non-interest income. Total non-interest income decreased from $520,000 for
the year ended December 31, 1995 to $305,000 for the year ended December 31,
1996. This change was the result of the reduction of gains on sales of loans
from $439,000 for the year ended
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<PAGE>
December 31, 1995 to $69,000 for the year ended December 31, 1996. This was the
result of our determination to hold a greater percentage of loans originated in
our portfolio as opposed to selling such loans in the secondary market. This
reduction was offset by an increase in service fees from $52,000 for the year
ended December 31, 1995 to $190,000 for the year ended December 31, 1996 and an
increase in other income from $18,000 to $47,000. The increase in fees for
December 31, 1996 was due to an increase in loan originations.
Non-interest expense. Other non-interest expense increased by $500,000
or 23.8% from $2.1 million for the year ended December 31, 1995 to $2.6 million
for the year ended December 31, 1996. The increase was attributable to a
one-time special SAIF assessment of $492,000. Pursuant to the Economic Growth
and Paperwork Reduction Act of 1996 (the "Act"), the FDIC imposed a special
assessment on SAIF members to recapitalize the SAIF at the designated reserve
level of 1.25% as of October 1, 1996. Based on the Bank's deposits as of March
31, 1995, the date for measuring the amount of the special assessment pursuant
to the Act, our special assessment was $492,000. The recapitalization of the
SAIF has had the effect of lowering premiums for deposit insurance for the
entire thrift industry that holds deposits insured by the SAIF. The SAIF
insurance assessment rate paid by us before the recapitalization of the SAIF was
23 basis points per $100 of deposit and has decreased to 6.4 basis points per
$100 of deposits after the recapitalization of the SAIF. Pursuant to the Act, we
will pay in addition to our normal insurance premium as a member of the SAIF an
annual amount equal to approximately 6.4 basis points of outstanding SAIF
deposits towards the retirement of the Financing Corporation bonds issued in the
1980's to assist in the recovery of the savings and loan industry. Beginning no
later than January 1, 2000, the rate paid to retire these bonds will be equal
for members of the BIF and the SAIF. Members of the BIF, by contrast, will pay
in addition to their normal deposit insurance premium approximately 1.3 basis
points. Because of the Supervisory Agreement of May 21, 1997, we anticipate that
our premiums will be increased by the FDIC. The Act also provides for the
merging of the BIF and the SAIF by January 1, 1999 provided there are no
financial institutions still chartered as federal savings associations at that
time.
Advertising costs increased from $169,000 for the year ended December 31,
1995 to $203,000 for the year ended December 31, 1996, or a $34,000 increase.
Salaries and employee benefits decreased from $941,000 for the year ended
December 31, 1995 to $917,000 for the year ended December 31, 1996. This
decrease was due to an increase in loan volume, which resulted in allocation of
salaries and employee benefits to loan origination costs. Occupancy expenses
also decreased from $237,000 for the year ended December 31, 1995 to $215,000
for the year ended December 31, 1996 because we use an accelerated method of
depreciation.
Income tax expense. Our income tax expense was a benefit of $69,000 for the
year ended December 31, 1996 compared to $265,000 owed for the year ended
December 31, 1995. This decrease in taxes was the result of our net loss of
$164,000, before taxes, for the year ended December 31, 1996.
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<PAGE>
Liquidity and Capital Resources
We are required to maintain minimum levels of liquid assets as defined by
OTS regulations. This requirement, which varies from time to time depending upon
economic conditions and deposit flows, is based upon a percentage of our
deposits and short-term borrowings. The required ratio currently is 5.0%. Our
liquidity ratio average was 14.8%, 11.2% and 8.8% at December 31, 1995, December
31, 1996, and June 30, 1997, respectively. The decrease in our average liquidity
rate at December 31, 1996 was the result of our sale of investments and increase
in short term borrowings. It is our belief that upon completion of the
Conversion our liquidity ratio will initially increase.
Our primary sources of funds are deposits, repayment of loans and
mortgage-backed securities, maturities of investments and interest-bearing
deposits, funds provided from operations and advances from the FHLB of
Pittsburgh. While scheduled repayments of loans and mortgage-backed securities
and maturities of investment securities are predictable, other sources of funds,
such as deposit flows and loan prepayments, can be greatly influenced by the
general level of interest rates, economic conditions and competition. We use our
liquidity resources principally to fund existing and future loan commitments, to
fund maturing certificates of deposit and demand deposit withdrawals, to invest
in other interest-earning assets, to maintain liquidity, and to meet operating
expenses.
Net cash used in our operating activities (i.e. cash items affecting net
income) for the six months ended June 30, 1997 was $353,000. In contrast, net
cash was provided by our operating activities for the year ended December 31,
1996 in the amount of $305,000, and in the amount of $551,000 for the year ended
December 31, 1995.
Net cash provided by our investing activities (i.e., cash receipts,
primarily from our investment securities and mortgage-backed securities
portfolios and our loan portfolio) for the six months ended June 30, 1997 was
$239,000. In contrast, net cash was used in our investing activities for the
year ended December 31, 1996 in the amount of $13.7 million, an increase of $6.6
million from the year ended December 31, 1995. The increase was primarily
attributable to a decrease in proceeds from loan sales.
Net cash provided by our financing activities (i.e., cash receipts
primarily from net increases in deposits and net FHLB advances) for 1996 totaled
$15.0 million. This is a result of an increase in net advances from the FHLB of
$22.9 million offset by a decrease in deposits of $14.1 million. The net
advances from the FHLB were used to fund loan growth.
Liquidity may be adversely affected by unexpected deposit outflows, higher
interest rates paid by competitors, and similar matters. Further, the disparity
in Financing Company ("FICO") bond interest payments as previously described
could result in the loss of deposits to BIF members that have this lower cost
and therefore are able to pay higher rates of interest on deposits. Management
monitors projected liquidity needs and determines the level desirable,
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<PAGE>
based in part on our commitments to make loans and management's assessment of
our ability to generate funds.
We are subject to federal regulations that impose certain minimum capital
requirements. For a discussion on such capital levels, see "Historical and Pro
Forma Capital Compliance" and "Regulation Regulatory Capital Requirements."
Impact of Inflation and Changing Prices
Our financial statements and the accompanying notes presented elsewhere in
this Prospectus, have been prepared in accordance with generally accepted
accounting principles, which require the measurement of financial position and
operating results in terms of historical dollars without considering the change
in the relative purchasing power of money over time and due to inflation. The
impact of inflation is reflected in the increased cost of our operations. As a
result, interest rates have a greater impact on our performance than do the
effects of general levels of inflation. Interest rates do not necessarily move
in the same direction or to the same extent as the prices of goods and services.
Recent Accounting Pronouncements
FASB Statement on Accounting for Stock-Based Compensation. In October 1995,
the FASB issued SFAS No. 123. SFAS No. 123 defines a "fair value based method"
of accounting for an employee stock option whereby compensation cost is measured
at the grant date based on the value of the award and is recognized over the
service period. FASB has encouraged all entities to adopt the fair value based
method, however, it will allow entities to continue the use of the "intrinsic
value based method" prescribed by Accounting Principles Board ("APB") Opinion
No. 25. Under the intrinsic value based method, compensation cost is the excess
of the market price of the stock at the grant date over the amount an employee
must pay to acquire the stock. However, most stock option plans have no
intrinsic value at the grant date and, as such, no compensation cost is
recognized under APB Opinion No. 25. Entities electing to continue use of the
accounting treatment of APB Opinion No. 25 must make certain pro forma
disclosures as if the fair value based method had been applied. The accounting
requirements of SFAS No. 123 are effective for transactions entered into in
fiscal years beginning after December 15, 1995.
FASB Statement on Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities. In June 1996, FASB issued SFAS No.
125, which will be effective, on a prospective basis, for fiscal years beginning
after December 31, 1996. SFAS No. 125 supersedes SFAS No. 122, Accounting for
Mortgage Servicing Rights. SFAS No. 125 provides accounting and reporting
standards for transfers and servicing of financial assets and extinguishment of
liabilities based on consistent application of a financial-components approach
that focuses on control. SFAS No. 125 extends the "available for sale" and
"trading" approach of SFAS No. 115 to non-security financial assets that can be
contractually prepaid or otherwise settled in such a way that the holder of the
asset would not recover
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<PAGE>
substantially all of its recorded investment. In addition, SFAS No. 125 amends
SFAS No. 115 to prevent a security from being classified as held to maturity if
the security can be prepaid or settled in such a manner that the holder of the
security would not recover substantially all of its recorded investment. The
extension of the SFAS No. 115 approach to certain non-security financial assets
and the amendment to SFAS No. 115 are effective for financial assets held on or
acquired after January 1, 1997. The FASB has proposed to defer the effective
date of SFAS No. 125 until January 1, 1998 for certain transactions including
repurchase agreements, dollar-roll, securities lending and similar transactions.
Further, in December 1996, the FASB issued SFAS No. 127, Deferral of Effective
Date of Certain Provisions of FASB Statement No. 125. SFAS No. 127 defers for
one (1) year the effective date of SFAS No. 125 as it relates to transactions
involving secured borrowings and collateral and transfers and servicing of
financial assets. It also provides additional guidance on these types of
transactions. We do not believe SFAS No. 125 will have a material impact on our
financial statements.
FASB Statement on Reporting Comprehensive Income. In June 1997, the FASB
issued SFAS No. 130, Reporting Comprehensive Income. This statement establishes
standards for reporting and display of comprehensive income and its components
(revenues, expenses, gains and losses) in a full set of general purpose
financial statements. This statement is effective for fiscal years beginning
after December 15, 1997. Reclassification of financial statement for earlier
periods provided for comparative purposes is required.
FASB Statement on Disclosure About Segments of an Enterprise and Related
Information. Also, in June of 1997, the FASB issued SFAS No. 131, Disclosures
About Segments of an Enterprise and Related Information. This statement
establishes standards for disclosing segments of business based on management's
assessment of a business segment. This statement is effective for the fiscal
years beginning after December 15, 1997.
In November 1993, the American Institute of Certified Public Accountants
("AICPA") issued SOP 93-6 Employers' Accounting for Employee Stock Ownership
Plan. SOP 93-6 addresses accounting for shares of stock issued to employees by
an employee stock ownership plan. SOP 93-6 requires that the employer record
compensation expense in an amount equal to the fair value of shares committed to
be released from the ESOP to employees. SOP 93-6 is effective for fiscal years
beginning after December 15, 1993 and relates to shares purchased by an ESOP
after December 31, 1992. If the Common Stock appreciates over time, SOP 93-6
will increase compensation expense relative to the ESOP, as compared with prior
guidance that required recognition of compensation expense based on the cost of
the shares acquired by the ESOP. The amount of any such increase, however,
cannot be determined at this time because the expense will be based on the fair
value of the shares committed to be released to employees, which amount is not
determinable. See "PRO FORMA DATA."
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BUSINESS OF DELAWARE FIRST FINANCIAL CORPORATION
Delaware First Financial Corporation is not an operating company and has
not engaged in any significant business to date. It was formed in September 1997
as a Delaware chartered corporation to be the holding company for Ninth Ward
Savings Bank, FSB. The holding company structure and retention of proceeds will
facilitate: (i) diversification into non-banking activities, (ii) acquisitions
of other financial institutions, such as savings institutions, (iii) expansion
within existing and into new market areas and (iv) stock repurchases without
adverse tax consequences. There are no present plans regarding diversification,
acquisitions or expansion.
Since the Company will own only one savings association, it generally
will not be restricted in the types of business activities in which it may
engage provided that we retain a specified amount of our assets in
housing-related investments. The Company initially will not conduct any active
business and does not intend to employ any persons other than officers but will
utilize our support staff from time to time.
The office of the Company is located at 400 Delaware Avenue, Wilmington
Delaware 19801. The telephone number is (302) 421-9090.
BUSINESS OF NINTH WARD SAVINGS BANK, FSB
We were founded in 1922 as Ninth Ward Building & Loan Association, a
Delaware chartered institution. In 1954 our name was changed to Ninth Ward
Savings & Loan Association. In 1992 we adopted a federal savings association
charter, and our name was changed to Ninth Ward Savings Bank, FSB. Our business
has been conducted from a single location since our inception. It is our
intention to operate as an independent community-oriented savings association
following the Conversion. Our address, 400 Delaware Avenue, Wilmington, Delaware
19801, and telephone number, (302) 421-9090 is the same as that of the Company.
The principal sources of funds for our activities are deposits, repayments
of loans and mortgage-backed securities, maturities of investments and
interest-bearing deposits, funds provided from operations and advances from the
FHLB of Pittsburgh. Our funds are used principally for the origination of loans
secured by first mortgages on one- to four-family residences which are located
in our market area. Such loans totaled $82.6 million, or 88.9%, of our total
loan portfolio at June 30, 1997. Our principal source of revenue is the interest
we receive on loans, and our principal expense is the interest we pay on
deposits and FHLB advances.
After the Conversion we intend to use a portion of the proceeds from the
offering to expand our home equity lending program. We also expect to open an
additional branch or branches after evaluating the results of branch feasibility
studies. This will allow us to offer more convenience for our depositors, and to
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compete for their business based on accessible locations. We also anticipate
offering small business/commercial loans, which will add diversity to our loan
portfolio and help manage our interest rate risk.
Current Operations
We have operated from a single banking location in the central business
district of Wilmington since 1922. Branch offices are a way to bring convenient
banking services to customers in a bank's market area. Because of our single
location in downtown Wilmington, we have used other methods such as personal
service and competitively priced deposits to attract and retain customers.
Recently, the mix of business in central Wilmington has shifted from industrial
corporations to financial services companies, including large banks and credit
lenders. That change has affected our ability to attract new customers because
the employees of these financial service companies have banking relationships
with their employers. The need to develop strategies to preserve our customer
base while operating from a single location has increased as our customer base
has changed and the financial services in our market has become increasingly
competitive.
Our single office structure has also affected the type of deposits we use
to attract loans. For a number of years our deposit structure has been comprised
of fixed rate, fixed term certificates of deposit. We have also used FHLB
advances as an alternate source of funds. We believe that as long as we operate
solely from a single office location it will be necessary to continue to rely on
certificates of deposit as our primary source of funds. At June 30, 1997, 84% of
our deposits were in certificate form. Moveover, of this amount, 18.3% were in
Jumbo Deposits, certificates of deposit of $100,000 or more. We believe that our
depositors are particularly sensitive to rate changes and that we could undergo
significant decay in these deposits if we attempted to reduce the rates paid on
certificates of deposit. As a result of our dependence on higher yielding
certificates of deposit and borrowings from the FHLB of Pittsburgh, our cost of
funds has been and is likely to remain higher than that of comparable thrift
institutions with more convenient banking facilities, and those which operate in
less competitive banking markets, until we are able to attract more core
deposits in the form of shorter term deposits and transaction accounts.
Depending on general market conditions and the presence of a suitable
location, we anticipate opening branch facilities within the next two years to
provide more convenient banking services to our existing customers and to
attract new customers. Upon the opening of a branch, should such occur, it is
likely that the initial expenses associated therewith could cause a decline in
earnings. At present, 82.56% of our assets are in loans but the establishment of
a new branch facility is likely to reduce that ratio and have an adverse impact
on earnings. Investment on the conversion proceeds in short term securities will
aslo reduce this ratio.
Our residential and home equity loan volume has increased significantly in
recent years. See "-- Lending Activities." The increase activity has been in
fixed rate loans, as result of refinancings during the recent low rate
environment. We believe the attractiveness of
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fixed rate loans and the reluctance of customers to accept ARM loans is in large
part due to the relative stability and low level of long term interest rates in
our market and in the nation as a whole. We, like most banks, have found that
when long term rates are relatively low, our borrowers prefer the certainty of a
fixed rate loan structure. As a result, over 87% of our first mortgage loans are
fixed rate loans while approximately only 13% are ARM loans. While some of our
fixed rate loans have been sold in the secondary market, we have held the
majority of these loans in portfolio. This concentration of long term, fixed
rate loans, coupled with our reliance on certificates of deposit, has exposed us
to substantial interest rate risk. See "RISK FACTORS--Potential Vulnerability to
Changes in Interest Rate Risk and Interest Rate Risk Profile."
Upon the completion of the Offering, we anticipate expanding our product
line by offering small business/commercial loans as well as expanding our home
equity program. These forms of lending are shorter term, higher yielding and
higher risk than residential lending. The implementation of a lending program of
this nature will also require the presence of an experienced commercial lending
officer. At the present time we do not emply such a person. The addition of
shorter term business loans to our loan portfolio may enable us to reduce our
dependence on fixed rate, long term mortgage loans and home equity loans and
enable us to work toward reduction of interest rate risk.
Market Area
Our primary market area consists of New Castle County, Delaware. New Castle
County, which contains the city of Wilmington, is the site of incorporation of
many of the nation's largest corporations. The largest industries are service,
nondurable goods manufacturing and finance, insurance and real estate.
Agriculture also plays a prominent part in the state's economy. We are located
approximately 15 miles from Newark, Delaware, site of the University of
Delaware. Delaware has two other state supported institutions and four private
schools awarding post-secondary degrees. Owing to its preferred location as the
state of incorporation for many of the nation's largest corporations, the city
has many law, accounting and consulting firms. The state of Delaware has the
fourth lowest population in the nation but has both high employment and higher
than average income levels.
The state of Delaware has adopted numerous favorable tax laws to attract
and retain businesses. Delaware has no sales tax and a relatively low real
property tax. Additionally, the state has a regressive bank franchise tax which
is favorable for large financial institutions. Several large banking companies
have established headquarters and other facilities here for credit card
operations. Delaware has also sought to augment the service-based sector of its
economy, having recently adopted a new trust law to facilitate the location of
trusts in Delaware.
Economic growth in our market area remains dependent upon the local
economy. In addition, our deposit and loan activity is significantly affected by
economic conditions in our market area. Based on our primary market area's
economic demographic history, we expect our market area to be relatively stable
in the future. However, significant banking competition will likely cause the
cost of funds to remain relatively high.
69
<PAGE>
Supervisory Agreement
Since May 21, 1997, the Bank has been operating under a Supervisory
Agreement with the OTS. Under the Supervisory Agreement we have agreed to take
actions to improve our compliance with certain OTS regulations in the area of
interest rate risk, develop a three year business plan, implement and
periodically follow up on the the Bank's interest rate risk policy, establish
procedures providing for detailed minutes of Board of Directors and committee
meetings, establish procedures to insure Board members are presented with
sufficient information in order to make informed judgments and improve
regulatory compliance. With regard to interest rate risk management, we have
adopted and submitted to the OTS a revised interest rate risk policy and
undertaken certain actions including the sale of fixed rate mortgage loans to
the FHLMC and lengthening the maturities of certain FHLB advances. The
Supervisory Agreement also required that we submit a three year written Business
Plan to the OTS which addresses goals and strategies for improving and
sustaining earnings. The Business Plan is required to identify major areas for
improving operating performance and achieving and maintaining adequate levels of
capital while addressing operating expenses (including management compensation),
our cost of funds and asset growth. The Business Plan is required to be updated
annually and reviewed by our Board at least quarterly. Pursuant to the
requirements of the Supervisory Agreement, the Business Plan was submitted to
the OTS regional office on August 28, 1997. The Supervisory Agreement also
requires the OTS be notified 30 days before a new director or executive officer
is appointed. Further, we must provide notice to the OTS prior to extending,
renewing, reviewing or entering into any compensation or benefit-related
contract with a senior executive officer or director of Ninth Ward. The
Supervisory Agreement remains in effect until terminated by the OTS, although it
states that the OTS Regional Director will consider requests for termination
after the first Report of Examination following the May 21, 1997 effective date
of the Supervisory Agreement. We anticipate asking the OTS to consider
termination of the Supervisory Agreement in early 1998 following the Conversion
and completion of the next Report of Examination.
Lending Activities
The following table sets forth information concerning the types of loans
held by us.
70
<PAGE>
<TABLE>
<CAPTION>
Composition of Loan Portfolio
---------------------------------------------------------------------------------------------
December 31,
-------------------------------------------------------------
June 30, 1997 1996 1995
----------------------------- ------------------------------ ---------------------------
Amount Percent of Total Amount Percent of Total Amount Percent of Total
------ ---------------- ------ ---------------- ------ ----------------
Real estate loans:
<S> <C> <C> <C> <C> <C> <C>
Residential mortgage ............. $82,625,969 88.92% $87,918,256 89.67% $67,937,470 86.18%
----------- ------ ----------- ------ ----------- ------
Total real estate loans ........ 82,625,969 88.92 87,918,256 89.67 67,937,470 86.18
Other loans:
Deposit account .................. 710,275 0.76 528,198 0.54 839,344 1.06
Home equity loans ................ 7,942,666 8.55 8,082,865 8.24 8,387,260 10.64
Equity lines of credit ........... 2,963,299 3.19 2,823,273 2.88 2,753,989 3.49
----------- ------ ----------- ------ ----------- ------
Total other loans .............. 11,616,240 12.50 11,434,336 11.66 11,980,593 15.19
Less:
Unamortized fees ................. 1,065,824 1.15 1,063,474 1.08 882,757 1.12
Allowance for loan losses ........ 257,000 0.27 247,000 0.25 200,000 0.25
----------- ------ ----------- ------ ----------- ------
Total loans, net ................... $92,919,385 100.00% $98,042,118 100.00% $78,835,306 100.00%
=========== ====== =========== ====== =========== ======
Mortgage-backed securities ......... 190,414 203,147 698,669
----------- ----------- -----------
Total ..................... $93,109,799 $98,245,265 $79,533,975
=========== =========== ===========
</TABLE>
71
<PAGE>
We are currently servicing loans for the benefit of others. Such loans
totaled $53.3 million, $54.3 million and $56.7 million at June 30, 1997,
December 31, 1996 and December 31, 1995, respectively. Servicing loans for
others generally consists of collecting mortgage payments, maintaining escrow
accounts, disbursing payments to investors and foreclosure processing. Loan
servicing fees generated by these activities were $48,000 for the six months
ended June 30, 1997, and $190,000 and $52,000 for the years ended December 31,
1996 and 1995, respectively. Additionally, at June 30, 1997 and December 31,
1996 we had outstanding loan origination commitments of $387,000 and $2.3
million, respectively, for fixed and adjustable rate loans with rates ranging
from 6.5% to 7.75% and 6.75% to 8.5%, respectively. These commitments are
expected to be funded within one year. Commitments are issued in accordance with
the same loan policies and underwriting standards as settled loans.
The following table sets forth the estimated maturity of our loan portfolio
at June 30, 1997. Scheduled contractual principal repayments of loans do not
reflect the actual life of such assets. The average life of the loan is
substantially less than its contractual terms because of prepayments. In
addition, due on sale clauses on loans generally give the Bank the right to
declare loans immediately due and payable in the event, among other things, that
the borrower sells the real property subject to the mortgage and the loan is not
repaid. The average life of mortgage loans tend to increase, however, when the
current mortgage loan market rates are substantially higher than rates on
existing mortgage loans and, conversely, decrease when rates on existing
mortgage loans are substantially higher than current mortgage loan market rates.
All mortgage loans are shown as maturing based on the date of the last payment
required by the loan agreement except as noted.
Contractual Maturity of Loans and Mortgage-Backed Securities
<TABLE>
<CAPTION>
More than More than
Within 6 6 to 12 one year to three years Over 5
months months three years to five years years Total
------ ------ ----------- ------------- ----- -----
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Residential ........ $ 6 $ 111 $ 511 $ 1,889 $80,109 $82,626
mortgage
Deposit accounts ... 710 0 0 0 0 710
Home equity loans .. 16 37 1,120 2,175 4,595 7,943
Equity lines of
credit(1) ....... 2,963 0 0 0 0 2,963
------- ------- ------- ------- ------- -------
Total loans ........ 3,695 148 1,631 4,064 84,704 94,242
Mortgage-backed
securities ....... 0 0 190 0 0 190
------- ------- ------- ------- ------- -------
TOTAL ........... $ 3,695 $ 148 $ 1,821 $ 4,064 $84,704 $94,432
======= ======= ======= ======= ======= =======
</TABLE>
- ----------
(1) Equity lines of credit are open-ended and have no stated maturity date and
are shown as being due when interest rates are next subject to change.
72
<PAGE>
The following table sets forth the amount of fixed rate and adjustable rate
loans at June 30, 1997 which are due after June 30, 1998.
Loans at 6/30/97 due after 6/30/98
----------------------------------
Fixed Adjustable Total
----- ---------- -----
(Dollars in thousands)
Residential mortgage ................. $71,933 $10,576 $82,509
Deposit accounts ..................... 0 0 0
Home equity loans .................... 7,890 0 7,890
Equity lines of credit ............... 0 0 0
------- ------- -------
Total ....... $79,823 $10,576 $90,399
======= ======= =======
Percent of total loans ....... 85.91% 11.38% 97.29%
73
<PAGE>
The following table sets forth certain information with respect to our loan
origination, purchase and sales activity for the periods indicated.
<TABLE>
<CAPTION>
Loan Activity
-----------------------------------------------------------
Six Months Ended June 30, Year Ended December 31,
-------------------------- ----------------------------
1997 1996 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net loans receivable
at beg. of period ........ $ 98,042,118 $ 78,835,306 $ 78,835,306 $ 72,134,479
Loans originated:
Real estate loans:
First mortgage loans .. $ 5,130,374 $ 17,578,611 $ 31,673,585 $ 41,250,431
Home equity loans ..... 1,208,392 1,257,800 3,139,302 2,701,850
Equity lines of credit 1,131,157 1,404,394 2,691,392 2,263,227
Collateral loans .......... 473,753 327,849 713,357 1,046,369
------------ ------------ ------------ ------------
Total loans originated $ 7,943,676 $ 20,568,654 $ 38,217,636 $ 47,261,877
Loans purchased:
Participations .......... 55,494 18,400 18,400 34,181
------------ ------------ ------------ ------------
Total loans purchased $ 55,494 $ 18,400 $ 18,400 $ 34,181
Loans sold:
Whole loans ............. (1,128,181) (1,013,297) (2,599,494) (26,010,908)
Participations .......... 0 0 (2,008,782) (3,859,071)
------------ ------------ ------------ ------------
Total loans sold ..... $ (1,128,181) $ (1,013,297) $ (4,608,276) $(29,869,979)
------------ ------------ ------------ ------------
Principal repayments ...... $ (6,451,198) $ (7,931,500) $(15,414,110) $ (9,726,497)
Allowance for losses
decrease (increase) ...... (10,000) (26,000) (47,000) (5,000)
Reclassifications-Held
for Sale ................. (5,547,674) 1,020,000 1,020,000 (1,020,000)
Other activity, net ....... 15,150 (88,868) 20,162 26,245
Net loan increase
(decrease) ............... (5,122,733) 12,547,389 19,206,812 6,700,827
------------ ------------ ------------ ------------
Net loans receivable at
end of period ............ $ 92,919,385 $ 91,382,695 $ 98,042,118 $ 78,835,306
============ ============ ============ ============
</TABLE>
74
<PAGE>
Most of our loans are first or second mortgage and equity loans which are
secured by one- to four-family residences. We also make loans on savings
accounts. Following the Conversion, we expect to continue making one- to four-
family real estate loans and anticipate placing greater emphasis on our existing
home equity loan program. We also intend to emphasize small business/commercial
loans, which will require us to increase our staff and add another executive
officer experienced in such lending. However, this is a new area of lending for
the Bank and one that is highly competitive in our market. Accordingly, our
ability to originate small business/commercial loans in a manner which is both
profitable and in which risks are maintained at acceptable levels is not
assured. Further, small business/commercial lending entails significantly
greater risk than traditional real estate lending. The repayment of these loans
typically is dependent on the successful operation and income stream of the
borrower. Such risks can be significantly affected by economic conditions.
At June 30, 1997, total loans were $92.9 million of which $82.6 million or
88.9% were first mortgage loans secured by one- to four-family residences. The
majority of our loans have interest rates which are fixed for the term of the
loan ("fixed rate"). To a much lesser extent when market conditions are
favorable, we originate loans with rates of interest which may adjust from
period to period during the term of the loan ("adjustable rate"). Our emphasis
on fixed rate loans has made us more susceptible to changes in interest rates
and as a result both our capital and our interest income could be adversely
affected in a rising interest rate environment. See "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION -- Interest Rate Risk."
We presently do not originate small business/commercial loans. After the
Conversion, we expect to make small business/commercial lending part of our
lending activities. Commercial loans are business loans which may be secured by
real estate or may be unsecured. In connection with this program, we may offer
loans on property such as small apartment buildings and small office buildings,
shopping centers, and commercial and industrial buildings. Such loans will
typically be originated on an adjustable rate basis. Small business/commercial
lending has an inherently greater risk than residential 1-to-4 family lending.
See, "RISK FACTORS -- Expansion into Small Business/Commercial Lending and
Creation of Branches."
We obtain mortgage loans from a variety of sources. The most frequently
utilized method of obtaining mortgage loans is through employee originators who
handle telephone calls, walk-in customers and referrals from real estate
brokers. In previous years, we have obtained mortgage loans from a third party
originator.
An appraisal on each property which secures a first mortgage loan made by
us is obtained from an independent appraisal firm. These appraisers are approved
by our Appraisal Committee, and certain appraisals are reviewed randomly by the
Committee throughout the year. Each appraiser must annually submit updated
licenses and evidence of insurance coverage to maintain their status as an
approved appraiser. The appraised value of a property is determined by a
physical inspection of the property and comparison of the property to at
75
<PAGE>
least three comparable properties in the immediate area. The appraised value is
used as a basis for determining loan to value ratios unless the sale price of
the property is less than the appraisal value. In that case, the sale price is
used.
Loans are approved by the Loan Committee, a committee consisting of the
President, Executive Vice President and Vice President of Servicing. Every loan
we make is presented to the Loan Committee for approval. The approval of the
majority of the committee is required to approve a loan. This committee meets as
needed to review loan applications. Promptly after we approve a loan we provide
a commitment letter to the borrower which specifies the terms and conditions of
the proposed loan including the amount of the loan, the interest rate, the
amortization term, a brief description of the required collateral and required
insurance coverage, including fire and casualty insurance, and flood insurance
as required. We also require each loan to have title insurance. At June 30, 1997
we had commitments to originate $387,000 in mortgage loans.
We do not purchase whole loans. However, we do occasionally purchase
participation interests in loans and make loans secured by deposits held by us.
For the six months ended June 30, 1997, we purchased a $55,000 participation in
loans originated by Delaware Community Investment Corporation ("DCIC").
We require private mortgage insurance on all first mortgage loans when the
loan-to-value ratio exceeds 80%. We retain servicing on all loans originated.
From time to time we also sell some of the loans or participation interests in
some of the loans we originate. The only loans we sell are fixed-rate
residential mortgage loans. For the six months ended June 30, 1997 and the year
ended December 31, 1996, we sold $1.1 million and $4.6 million, respectively, of
such loans. Such loans are sold to either the FHLMC, FNMA, or another financial
institution.
Loans collateralized by deposits held by us must be approved by the Vice
President of Deposit Administration or her designee. Loans of this type in
excess of $25,000 must be approved by either the Vice President of Deposit
Administration, directly, the Treasurer or the President.
Originations, Purchases and Sales of Loans. As a federal association we are
permitted to make and/or purchase loans nationwide. We originate and purchase
participations in loans secured by real estate located only in our market area.
Recently, our purchasing activities have been limited to purchase participations
from DCIC. We make home mortgage loans secured by owner and nonowner occupied
dwellings, second mortgage loans secured by real estate. We occasionally make
construction loans secured by residential real estate and loans secured by
savings accounts. To a lesser extent we, from time to time, participate in
permanent or construction loans originated by other federally-insured financial
institutions. We also participate in permanent mortgages originated by the DCIC
secured by multi-family dwelling units.
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<PAGE>
Our ability to originate loans is based on several factors. These include
the level of interest rates, the needs of our customers, our asset and liability
funding needs and the success of our marketing efforts. In 1995 we began to
increase our mortgage lending and hold loans in portfolio, rather than selling
them into the secondary market. The growth was largely due to our desire to
increase income through additional mortgage lending and a high refinancing
demand of consumers. Nearly all of these loans were fixed rate loans with terms
of 15 to 30 years. Holding these long-term loans with fixed rates, while
assisting in our income growth, caused our interest rate risk to increase and
made us more susceptible to declines in our interest income if interest rates
increased. Accordingly, in the last quarter of 1996 we reduced our lending
activities so that we could better manage our interest rate risk. This reduction
was also the result of less refinancing activity. Our 1997 mortgage loan
originations through June 30 were $5.1 million compared to $17.6 million for the
six months ended June 30, 1996.
One-to-Four Family Residential Loans. Our primary lending activity consists
of the origination of one-to-four-family residential mortgage loans secured by
property located in our primary market area. We generally originate conforming
one-to-four family owner occupied residential mortgage loans in amounts up to
95% loan-to-value ratio -- 97% in the case of some first time home buyer
programs -- with private mortgage insurance required on loans with a
loan-to-value ratio in excess of 80%. The maximum loan-to-value ratio on
mortgage loans secured by nonowner occupied properties generally is limited to
75%. We primarily originate fixed-rate loans having terms from five to 30 years,
with principal and interest payments calculated using up to a 30-year
amortization period. At June 30, 1997, approximately 11.4% of our one- to
four-family residential loans had adjustable rates of interest.
Home Equity. Our portfolio also contains fixed-rate home equity loans and
variable rate equity lines of credit. These loans and lines of credit totaled
$10.9 million and comprised 11.7% of our total loan portfolio at June 30, 1997.
We originate fixed rate home equity loans for a minimum of three years and
a maximum of 15 years in amounts of $5,000 to $150,000. The maximum
loan-to-value ratio is 100%. However, we only lend up to 90% of loan-to-value
ratio on loans with first mortgages that have been outstanding for one year or
less. During the six months ended June 30, 1997, we originated $1.2 million in
home equity loans. At June 30, 1997, all of our home equity loans were secured
by first or second mortgages.
We also originate variable rate home equity lines of credit. These lines of
credit range in amounts from $10,000 to $100,000 and also require a perfected
second lien on owner occupied real property. For variable rate equity lines of
credit, the maximum loan-to-value ratio is 90%. For the six months ended June
30, 1997 we advanced $1.1 million on home equity lines of credit.
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<PAGE>
Loans to One Borrower. Federal law requires that, in general, the maximum
amount of loans which we may make to any one borrower may not exceed the greater
of $500,000 or 15% of our unimpaired capital and unimpaired surplus. Higher
limits apply to loans to develop domestic housing units. We may lend an
additional 10% of our unimpaired capital and unimpaired surplus if the loan is
fully secured by readily marketable collateral. Our maximum loan-to-one borrower
limit was approximately $900,000 at June 30, 1997. At June 30, 1997, the
aggregate loans outstanding to our three largest borrowers and related entities
were $396,979, $393,022 and $340,699, respectively. Each of these loans was
secured and performing.
Nonperforming and Problem Assets
Loan Delinquencies. We classify a loan as delinquent when payment is 16
days past due. When a mortgage loan becomes 16 days past due, a computer
generated notice of nonpayment is sent to the borrower. On the 21st day, a
personal call is made to verify receipt of the first notice and to request
payment. A second delinquency notice is then mailed on the 30th day. If, after
60 days, payment is still delinquent, we will advise a borrower in writing of
our intent to commence foreclosure. If the loan continues in a delinquent status
for 90 days and no repayment plan is in effect, the delinquent account is
referred to an attorney for foreclosure. At June 30, 1997, our total delinquent
loans were $2.1 million, or 2.3% of our total loan portfolio.
The following table shows our total delinquent loans at the times
indicated:
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996 December 31, 1995
------------------------------- ------------------------------- --------------------------------
Loans Percentage Percentage Percentage
Delinquent For Number Amount of Portfolio Number Amount of Portfolio Number Amount of Portfolio
- -------------- ------ ------ ------------ ------ ------ ------------ ------ ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
30-59 days ........... 32 $1,310,549 1.41% 35 1,438,199 1.47% 31 962,353 1.22%
60-89 days ........... 9 480,040 0.52% 8 130,490 0.13% 13 448,159 0.57%
90 days and
over ............... 7 327,117 0.35% 9 375,509 0.38% 6 244,177 0.31%
--- ---------- ---- --- ---------- ---- --- ---------- ----
Total delinquent
loans .............. 48 $2,117,706 2.28% 52 $1,944,198 1.98% 50 $1,654,689 2.10%
=== ========== ==== === ========== ==== === ========== ====
</TABLE>
78
<PAGE>
The following table shows our delinquent loans by loan type:
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996 December 31, 1995
------------------------- --------------------------- ----------------------------
Percentage of Percentage of Percentage of
Delinquent Delinquent Delinquent
Loan Type Amount Loans Amount Loans Amount Loans
--------- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Residential mortgage .................. $1,888,520 89.18% $1,740,229 89.51% $1,271,381 76.83%
Deposit accounts ...................... 122,206 5.77% 56,417 2.90% 123,127 7.44%
Home equity loans ..................... 79,800 3.77% 108,147 5.56% 99,044 5.99%
Equity lines of credit ................ 27,180 1.28% 39,405 2.03% 161,137 9.74%
---------- ------ ---------- ------ ---------- ------
Total ............................. $2,117,706 100.00% $1,944,198 100.00% $1,654,689 100.00%
========== ====== ========== ====== ========== ======
</TABLE>
Loans are reviewed on a quarterly basis and are generally placed on a
non-accrual status when the loan becomes more than 90 days delinquent or when,
in our opinion, the collection of additional interest is doubtful. Interest
accrued and unpaid at the time a loan is placed on nonaccrual status is charged
against interest income. Subsequent interest payments, if any, are either
applied to the outstanding principal balance or recorded as interest income,
depending on the assessment of the ultimate collectibility of the loan.
Nonperforming Assets. The following table sets forth information regarding
nonaccrual loans and real estate owned. As of the dates indicated, we had no
loans categorized as troubled debt restructurings within the meaning of SFAS 15.
Interest income that would have been recorded on loans accounted for on a
nonaccrual basis under the original terms of such loans was immaterial for the
years ended December 31, 1995 and December 31, 1996, respectively. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS -- Provision For Loan Losses."
Nonperforming and Restructured Assets
December 31,
------------------------
June 30, 1997 1996 1995
------------- ---- ----
(Dollars in thousands)
Non-accrual loans .................... $ 327(1) $ 376(2) $ 244(3)
Accruing loans delinquent
90 days or more ................... 0 0 0
Real estate owned .................... 0 0 0
------- ------- -------
Total non-performing loans ........... $ 327 $ 376 $ 244
======= ======= =======
Percentage of total loan portfolio ... 0.35% 0.38% 0.31%
Percentage of total assets ........... 0.29% 0.33% 0.25%
- ----------
(1) Consists of $321,000 in residential mortgage loans and $6,000 of loans
secured by deposit accounts held by us.
(2) Consists of $229,000 in residential mortgage loans, $108,000 in home equity
loans and $39,000 in equity line of credit loans.
(3) Consists of $244,000 in residential mortgage loans.
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<PAGE>
Classification of Assets. OTS regulations provide for a classification
system for loans and other assets of savings associations. Under this
classification system, problem assets of savings associations are classified as
"substandard," "doubtful," or "loss." An asset is considered substandard if it
is inadequately protected by the current net worth and paying capacity of the
borrower or of the collateral pledged, if any. Substandard assets include those
characterized by the "distinct possibility" that the savings association will
sustain "some loss" if the deficiencies are not corrected. Assets classified as
doubtful have all of the weaknesses inherent in those classified substandard,
with the added characteristic that the weaknesses present make "collection or
liquidation in full," on the basis of currently existing facts, conditions, and
values, "highly questionable and improbable." Assets classified as loss are
those considered "uncollectible" and of such little value that their continuance
as assets without the establishment of a specific loss reserve is not warranted.
Assets may be designated "special mention" because of potential weakness that do
not currently warrant classification in one of the aforementioned categories.
When a savings association classifies problem assets as either substandard
or doubtful, it may establish general allowances for loan losses in an amount
deemed prudent by management. General allowances represent loss allowances which
have been established to recognize the inherent risk associated with lending
activities, but which, unlike specific allowances, have not been allocated to
particular problem assets. When a savings association classifies problem assets
as loss, it is required either to establish a specific allowance for losses
equal to 100% of that portion of the asset so classified or to charge off such
amount. A savings association's determination as to the classification of its
assets and the amount of its valuation allowances is subject to review by the
OTS, which may order the establishment of additional general or specific loss
allowances. A portion of general loss allowances established to cover possible
losses related to assets classified as substandard or doubtful may be included
in determining a savings association's regulatory capital. Specific valuation
allowances for loan losses generally do not qualify as regulatory capital.
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<PAGE>
The following table presents our classified assets at the dates indicated:
Classified Assets
December 31,
-----------------
Classification June 30, 1997 1996 1995
------------- ---- ----
(Dollars in thousands)
Substandard ............................. $272(1) $303(2) $244(3)
Doubtful ................................ 0 0 0
Loss .................................... 0 0 0
---- ---- ----
Total Classified Assets ........... $272 $303 $244
==== ==== ====
- ------
(1) Consists of $149,000 in residential mortgage loans classified as
substandard, $42,000 in home equity loans classified as substandard and
$81,000 in equity line of credit loans classified as substandard.
(2) Consists of $168,000 in residential mortgage loans classified as
substandard, $88,000 in home equity loans classified as substandard, and
$47,000 in equity line of credit loans classified as substandard.
(3) Consists of $244,000 in residential mortgage loans classified as
substandard.
Allowances for Loan Losses. Our policy is to provide for losses based on
management's estimate of the losses that may be incurred with respect to our
loan portfolio. When we increase the allowances for loan losses we do so by
establishing a charge against our income. The estimate, including a review of
all loans on which full collectibility of interest and principal may not be
reasonably assured, considers: (i) our past loan loss experience, (ii) known and
inherent risks in our portfolio, (iii) adverse situations that may affect the
borrower's ability to repay, (iv) the estimated value of any underlying
collateral, and (v) current economic conditions.
We monitor our allowance for loan losses and make additions to the
allowance as economic conditions dictate. Although we maintain our allowance for
loan losses at a level that we consider to be adequate for the inherent risk of
loss in its loan portfolio, future losses could exceed estimated amounts and
additional provisions for loan losses could be required. In addition, our
determination as to the amount of allowance for loan losses is subject to review
by the OTS, as part of its examination process. After a review of the
information available, the OTS might require the establishment of an additional
provision.
81
<PAGE>
The following table sets forth an analysis of our allowance for loan losses
at the dates indicated:
Allowance for Loan Losses
Six Months Ended June 30, Year Ended December 31,
------------------------ -----------------------
1997 1996 1996 1995
-------- -------- -------- --------
(Dollars in thousands)
Gross Loan Principal
Balance Outstanding ....... $94,242 $92,580 $99,353 $79,918
Average Loans Outstanding .. 99,012 83,837 91,061 78,025
Allowance Balance
(at beginning of period) .. 247 200 200 195
Loans charged off .......... 0 0 0 0
Recoveries ................. 0 0 0 0
Net loans charged-off ...... 0 0 0 0
Provision for possible
loan losses ............... 10 26 47 5
------- ------- ------- -------
Allowance Balance
at end of period .......... $ 257 $ 226 $ 247 $ 200
======= ======= ======= =======
Allowance for loan
losses to total loans ..... 0.27% 0.24% 0.25% 0.25%
Ratio of Allowance for
loan losses to total
non- performing loans ..... 78.59% 93.78% 65.69% 81.97%
Allocation of Allowance for Loan Losses. The following table presents an
allocation of the entire allowance for loan losses among various loan
classifications and sets forth the percentage of loan type to total loans. The
allowance shown in the table should not be interpreted as an indication that
charge-offs in future periods will occur in these amounts or proportions or that
the analysis indicates future charge-off trends.
<TABLE>
<CAPTION>
December 31,
-------------------------------------------
June 30, 1997 1996 1995
------------------ ------------------- -------------------
Percentage of Percentage of Percentage of
Amount Total Loans Amount Total Loans Amount Total Loans
------ ---------- ------ ---------- ------ ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
First mortgage loans ..... $179 88% $169 89% $104 86%
Home equity loans ........ 10 8% 10 8% 34 10%
Equity lines of credit ... 67 3% 67 2% 61 3%
Collateral loans ......... 1 1% 1 1% 1 1%
---- ----- ---- ----- ---- -----
Total ........... $257 100% $247 100% $200 100%
==== ===== ==== ===== ==== =====
</TABLE>
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<PAGE>
Investment Activities
General. We are permitted under federal law to make certain investments,
including investments in securities issued by various federal agencies, state
and municipal governments, deposits at the FHLB of Pittsburgh, certificates of
deposit in federally insured institutions, certain bankers' acceptances and
federal funds. We may also invest, subject to certain limitations, in commercial
paper rated in one of the two highest investment rating categories of a
nationally recognized credit rating agency, and certain other types of corporate
debt securities and mutual funds. Federal regulations require us to maintain an
investment in FHLB stock and a minimum amount of liquid assets which may be
invested in cash and specified securities. From time to time, the OTS adjusts
the percentage of liquid assets which savings banks are required to maintain.
See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS -- Liquidity and Capital Resources."
The goals of our investment policy are to (i) maintain profitability; (ii)
invest in relatively high quality securities; (iii) maintain adequate liquidity
levels for meeting cash demands; (iv) maintain compliance with regulations; and
(v) provide a short-term source of funds for the funding of loans designated for
sale.
Investment decisions will include these objectives as well as a review of
risk-based capital established for each type of security.
During periods when mortgage loan demand is moderate, we have invested our
funds in certain investment securities rather than originating whole loans.
The investment securities we purchase consist primarily of securities
issued or guaranteed by the U.S. government or agencies thereof and
mortgage-backed securities. At June 30, 1997, 100% of our mortgage-backed
securities were FHLMC pass-throughs. Investment and aggregate investment
limitations and credit quality parameters of each class of investment are
prescribed in our investment policy. We perform analyses on mortgage-related
securities prior to purchase and on an ongoing basis to determine the impact on
earnings and market value under various interest rate and prepayment conditions.
Under our current investment policy, the President and his designee(s) have been
delegated the authority by the Board of Directors to execute agreements,
transactions and any other appropriate material in order to effectuate
investment transactions authorized by the investment policy. The Board of
Directors reviews all securities transactions on a monthly basis.
We have adopted SFAS No. 115. This statement requires that we classify our
investment securities as either "trading," "available for sale" or "held to
maturity." We have no securities designated as "trading." Securities designated
as held to maturity are those assets which we have ability and intent to hold to
maturity. A held to maturity investment portfolio is carried at amortized cost.
In contrast, those securities designated as available for sale are those assets
which are not classified as trading securities or held to maturity.
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<PAGE>
Securities designated as "available for sale" are carried at market value with
unrealized gains or losses, net of tax effect, recognized in retained earnings.
On November 29, 1996, in order to increase our capital ratios, we sold
investment securities with a book value of $3.0 million from our held to
maturity portfolio resulting in a loss of $2,000. Included in these securities
were investments with a book value of $998,000 that had a maturity of April 17,
1997 which exceeded the three month example discussed in the SFAS No. 115,
accounting for certain investments in debt and equity securities. As a result of
the sale, we transferred all securities previously classified as held to
maturity to available for sale. As a result of this sale, all of our investment
securities are now classified as available for sale.
Mortgage-backed Securities. To supplement lending activities, we have
invested in residential mortgage-backed securities. Mortgage-backed securities
can serve as collateral for borrowings and, through repayments, as a source of
liquidity. Mortgage-backed securities represent a participation interest in a
pool of single-family or other type of mortgages. Principal and interest
payments are passed from the mortgage originators, through intermediaries
(generally quasi-governmental agencies) that pool and repackage the
participation interests in the form of securities, to investors such as us. The
quasi-governmental agencies, FHLMC, Government National Mortgage Association
("GNMA"), and FNMA, guarantee the payment of principal and interest to investors
As with our investment portfolio discussed above, on November 29, 1996, in
order to increase our capital ratios, we sold mortgage-backed securities with a
book value of $336,000 from our held-to-maturity portfolio resulting in a net
gain of $9,000. Included in these securities was a mortgage-backed security with
a book value of $173,000 that had a maturity of March 1, 1997 which exceeded the
three month example discussed in SFAS No. 115. As a result of this sale, we
transferred all mortgage- backed securities previously classified as
held-to-maturity to available for sale. Consequently, all of our mortgage-backed
securities are now classified as available for sale. Each security was issued by
the FHLMC. Expected maturities will differ from contractual maturities due to
scheduled repayments and because borrowers may have the right to prepay
obligations with or without prepayment penalties.
Mortgage-backed securities are typically issued with stated principal
amounts. The securities are backed by pools of mortgages that have loans with
interest rates that are within a set range and have varying maturities. The
underlying pool of mortgages can be composed of either fixed-rate or adjustable
rate mortgage loans. Mortgage-backed securities are generally referred to as
mortgage participation certificates or pass-through certificates. The interest
rate risk characteristics of the underlying pool of mortgages (i.e., fixed-rate
or adjustable-rate) and the prepayment risk, are passed on to the certificate
holder. The life of a mortgage-backed pass-through security is equal to the life
of the underlying mortgages.
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<PAGE>
The following table sets forth the carrying value of our investment
securities and mortgage-backed securities, at the dates indicated.
Investment Portfolio
<TABLE>
<CAPTION>
December 31,
-------------------------------------------------------
June 30, 1997(1) 1996(1) 1995(2)
-------------------------- ------------------------- --------------------------
Estimated Estimated Estimated
Carrying Market Carrying Market Carrying Market
Value Value Value Value Value Value
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Federal Farm Credit Bank ................. -- -- -- -- $ 3,499,715 $ 3,495,131
Federal Home Loan Bank ................... $ 1,993,885 $ 1,993,885 $ 2,484,465 $ 2,484,465 2,490,745 2,478,061
Federal Home Loan Mortgage
Corporation ............................ 500,065 500,065 499,500 499,500 1,500,000 1,492,544
Federal National Mortgage
Association ............................ 497,675 497,675 495,805 495,805 1,000,000 1,000,922
Student Loan Marketing Association ....... 998,190 998,190 992,510 992,510 1,500,000 1,475,667
U.S. Treasury Notes ...................... 2,002,190 2,002,190 2,003,520 2,003,520 1,497,732 1,506,831
----------- ----------- ----------- ----------- ----------- -----------
Total Investment securities .......... $ 5,992,005 $ 5,992,005 $ 6,475,800 $ 6,475,800 $11,488,192 $11,449,156
=========== =========== =========== =========== =========== ===========
Mortgage-backed securities ............... 190,414 190,414 203,147 203,147 698,669 705,680
Federal Home Loan Bank
capital stock, at cost ................. 1,332,500 1,332,500 1,500,000 1,500,000 727,500 727,500
----------- ----------- ----------- ----------- ----------- -----------
Total .................................... $ 7,514,919 $ 7,514,919 $ 8,178,947 $ 8,178,947 $12,914,361 $12,882,336
=========== =========== =========== =========== =========== ===========
</TABLE>
- ----------
(1) All of our investment portfolio was classified as "Available for Sale" at
June 30, 1997 and December 31, 1996 pursuant to SFAS No. 115.
(2) All of our investment portfolio was classified as "Held to Maturity" at
December 31, 1995 pursuant to SFAS No. 115.
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<PAGE>
The following table sets forth information regarding the scheduled
maturities, carrying values, approximate fair market values, and weighted
average yields for our investment securities portfolio at June 30, 1997. The
following table does not take into consideration the effects of scheduled
repayments or the effects of possible prepayments.
Investment Portfolio Maturity
At June 30, 1997
<TABLE>
<CAPTION>
One Year or Less One to Five Years Total Investment Securities
----------------------- --------------------- -------------------------------------
Annualized Annualized Annualized
Weighted Weighted Approximate Weighted
Carrying Average Carrying Average Carrying Market Average
Value Yield Value Yield Value Value Yield
---------- ---------- -------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Obligations of U.S.
Government agencies ....... $5,992,005 5.36% $ 0 N/A $5,992,005 $5,992,005 5.36%
Mortgage-backed
securities ................ 0 N/A 190,414 7.01% 190,414 190,414 7.01%
FHLB stock(1) .............. 1,332,500 6.38% 0 N/A 1,332,500 1,332,500 6.38%
---------- -------- --------- ----------
Total investment
securities portfolio ...... $7,324,505 5.54% $190,414 7.01% $7,514,919 $7,514,919 5.58%
========== ======== ========== ==========
</TABLE>
- ----------
(1) FHLB stock has no stated maturity, but has been classified based upon its
next stated dividend payment date. As a member of the FHLB of Pittsburgh,
the Bank is required to maintain an investment in stock of the FHLB of
Pittsburgh equal to the greater of 1.0% of the Bank's outstanding home
mortgage related assets or 5.0% of its outstanding advances from the FHLB
of Pittsburgh.
Sources of Funds
Deposits are the major external source of funds for lending and other
investment purposes. Funds are also derived from the receipt of payments on
loans, prepayment of loans advances from the FHLB and, to a much lesser extent,
maturities of investment securities and mortgage-backed securities, and
operations. Scheduled loan principal repayments are a relatively stable source
of funds, while deposit inflows and outflows and loan prepayments may be
significantly influenced by general interest rates and market conditions.
Deposits. Consumer deposits are attracted principally from within our
primary market area through the offering of deposit accounts including regular
savings accounts, checking accounts, money market accounts, term certificate
accounts and IRA accounts. Deposit account terms vary according to the minimum
balance required, the time period the funds must remain on deposit, and the
interest rate.
We compete for deposits with other institutions in our market area by
offering competitively priced accounts which are tailored to the needs of our
customers. Additionally, we seek to meet our customers' needs by providing
personalized customer service to the community. To provide additional
convenience, we participate in the MAC(R)and Plus(R)automatic teller machine
network at locations throughout Delaware and the United States, through which
customers can gain access to their accounts at any time. We do not actively
86
<PAGE>
solicit certificate accounts in excess of $100,000 nor do we use brokers to
obtain deposits or solicit deposits outside our market area.
The interest rates paid by us on deposits are set as needed at the
direction of our senior management. Rates on deposits are determined based on
our liquidity requirements, interest rates paid by our competitors, the general
levels of interest rates, our growth goals and applicable regulatory
restrictions and requirements.
Our deposit base is characterized by a relatively small amount of passbook
depositors and a significantly higher amount of certificates of deposit.
Passbook savings, money market and transaction accounts totalled $12.6 million,
or 16.0%, of our deposit portfolio at June 30, 1997. As of June 30, 1997,
certificates of deposit were $66.0 million or 84.0% of our deposit portfolio.
$14.3 million or 18.3% of the deposit portfolio were certificates of deposit
with balances of $100,000 or more.
We believe that a portion of our depositors are sensitive to changes in
interest rates. Accordingly, some of the funds placed in certificates of deposit
with us are susceptible to withdrawal if alternative investments pay a higher
returns or our rates do not adjust as rapidly as the competition. These deposits
cannot, therefore, be viewed as core deposits, which is also generally the case
for deposits at or in excess of $100,000. However, our certificates are not
derived from brokered deposits, and the majority of those in excess of $100,000
are deposits of long-standing customers of the Bank. See "RISK FACTORS - Source
of Funds."
87
<PAGE>
The following table sets forth our distribution of deposit accounts at the
dates indicated and the weighted average interest rate on each category of
deposits represented.
Account Distribution Balances
(Dollars in thousands)
<TABLE>
<CAPTION>
At June 30, 1997 At December 31, 1996 At December 31, 1995
------------------------------ ------------------------------ ------------------------------
Weighted Weighted Weighted
Percent of Average Percent of Average Percent of Average
Amount Total Rate Amount Total Rate Amount Total Rate
------ ----- ---- ------ ----- ---- ------ ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Passbook Savings ................ $ 2,537 3.24% 4.14% $ 2,536 3.23% 4.14% $ 2,867 3.52% 4.14%
Money Market Accounts ........... 8,904 11.36% 3.37% 8,246 10.52% 3.35% 8,725 10.70% 3.17%
IRA Certificates of
Deposit ....................... 11,750 15.00% 6.52% 12,073 15.40% 6.47% 12,507 15.34% 6.89%
Certificates of deposit
with an original term to
maturity of:
Less than 1 year ............ 8,528 10.88% 5.52% 9,962 12.71% 5.46% 10,375 12.73% 5.57%
1 to 3 years ............... 34,163 43.60% 5.92% 33,193 42.33% 5.83% 34,265 42.03% 6.21%
More than 3 years ........... 11,344 14.48% 6.46% 11,517 14.69% 6.46% 12,193 14.96% 6.64%
Checking & Other ................ 1,125 1.44% 2.05% 881 1.12% 2.05% 590 0.72% 2.05%
------- ------ ------- ------ ------- ------
Total Deposits .................. $78,351 100.00% 5.64% $78,408 100.00% 5.62% $81,522 100.00% 5.87%
======= ====== ======= ====== ======= ======
</TABLE>
The following table sets forth our monthly average balance and interest
rates of deposit accounts for the periods shown.
<TABLE>
<CAPTION>
For the Six Months Ended For the Year Ended December 31,
------------------------ -----------------------------------------------------
June 30, 1997 1996 1997
------------------------ ------------------------ ------------------------
Monthly Weighted Monthly Weighted Monthly Weighted
Average Interest Average Interest Average Interest
Amount Rate Amount Rate Amount Rate
------ ---------------- ------ ---------------- ------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Passbook Savings....... $ 2,512 4.14% $ 2,682 4.14% $ 3,284 4.14%
Money Market Accounts.. 8,601 3.38% 8,662 3.23% 10,396 3.15%
IRA Accounts........... 11,949 6.48% 12,297 6.62% 11,726 6.89%
Certificates of
deposits
Less than 1 year..... 9,411 5.49% 10,485 5.31% 9,327 5.88%
1 to 3 years......... 33,967 5.87% 33,363 5.96% 31,131 5.80%
More than 3 years.... 11,465 6.46% 12,073 6.55% 11,438 6.88%
Checking & Other....... 1,029 2.05% 765 2.05% 590 2.05%
------- ------- -------
Total Deposits...... $78,934 5.68% $80,327 5.67% $77,892 5.68%
======= ======= =======
</TABLE>
88
<PAGE>
The following table sets forth the amounts and maturities of our time
deposits at the dates indicated.
Certificate of Deposit Maturities
<TABLE>
<CAPTION>
June 30, 1998 June 30, 1999 June 30, 2000 June 30, 2001 Total
------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
2.00 to 4.00% .... $ 0 $ 5,377 $ 0 $ 0 $ 5,377
4.01 to 6.00% .... 41,603,352 7,598,587 691,265 3,022,847 52,916,051
6.01 to 8.00% .... 2,596,052 1,690,307 7,967,315 610,357 12,864,031
8.01 to 10.00%.... 0 0 0 0 0
10.01 to 12.00%... 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
Total ............ $44,199,404 $ 9,294,271 $ 8,658,580 $ 3,633,204 $65,785,459
=========== =========== =========== =========== ===========
</TABLE>
The following table indicates the amount of our certificates of deposit of
$100,000 or more by time remaining until maturity as of June 30, 1997.
Certificates of Deposit of $100,000 or more
Primary Maturity Period Amount
----------------------- ------
(In Thousands)
3 months or less $ 2,480
Over 3 months to 6 months 1,408
Over 6 months to 12 months 5,798
Over 12 months 4,634
-------
Total $14,320
=======
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<PAGE>
The following table sets forth net changes in our deposit accounts for the
periods shown.
Net Changes in Deposit Activity
<TABLE>
<CAPTION>
Six Months Ended June 30, Years Ended December 31,
-------------------------------- ---------------------------------
1997 1996 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net increase (decrease) before
interest credited ............................. ($2,007,131) ($4,184,761) ($7,074,384) $ 7,420,188
Interest credited ............................... 1,949,701 2,049,752 3,960,928 3,605,511
----------- ----------- ----------- -----------
Net deposit account increase
(decrease) .................................... ($ 57,430) ($2,135,009) ($3,113,456) $11,025,699
=========== =========== =========== ===========
Weighted average cost of deposits
during the period ............................. 5.63% 5.63% 5.61% 5.60%
Weighted average cost of deposits
at end of period ............................. 5.64% 5.59% 5.62% 5.87%
</TABLE>
Borrowings. We may obtain advances (borrowings) from the FHLB of Pittsburgh
to supplement our supply of lendable funds. Advances from the FHLB of Pittsburgh
are typically secured by a pledge of our stock in the FHLB of Pittsburgh, a
portion of our first mortgage loans and other assets. Each FHLB credit program
has its own interest rate, which may be fixed or adjustable, and range of
maturities. If the need arises, we may also access the Federal Reserve Bank
discount window to supplement our supply of lendable funds and to meet deposit
withdrawal requirements. At June 30, 1997, borrowings from the FHLB of
Pittsburgh totaled $25.2 million.
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<PAGE>
The following table sets forth information concerning our borrowings from
the FHLB of Pittsburgh.
Borrowings
At or For the At or For the
Six Months Ended June 30, Year Ended December 31,
------------------------- --------------------------
1997 1996 1996 1995
---- ---- ---- ----
FHLB Advances:
Average balance(1) .. $25,370,166 12,314,174 20,868,039 10,957,934
Maximum balance at
any month-end ...... 25,700,000 22,700,000 33,700,000 14,500,000
Balance at period end 25,200,000 22,700,000 25,900,000 7,950,000
Weighted average
interest rate during
the period ......... 6.21% 5.97% 6.00% 6.43%
Weighted average
interest rate at
period end ......... 6.34% 6.00% 6.33% 6.19%
- ----------
(1) The average balance was computed using an average of monthly balances
during the year.
Competition
Competition for deposits and loans comes from commercial banks, thrift
institutions, credit unions, finance companies, credits card banks, mortgage
bankers and multi-state regional banks in our market area, many of whom have
greater resources than us. Competition for deposits also includes a number of
insurance products sold by local agents and investment products such as mutual
funds and other securities sold by local and regional brokers.
We operate from a single office and until recent years relied extensively
on the presence of employees of several corporations located near our single
office for deposit growth. Our convenience enabled us to attract and maintain
funds that were reasonably priced. The relocation of corporate offices and the
transfer of employees to suburban locations has manifested itself in a decline
in the number of downtown Wilmington customer relationships and has required us
to seek deposits from other parts of New Castle County and to become more
reliant on Jumbo Certificates. In addition, the Bank has increased its
borrowings from the FHLB of Pittsburgh. This , in turn, has forced us to offer
higher interest rates on deposits which has increased our cost of funds. We have
been able to maintain our position in mortgage loan originations, market share,
and deposit accounts throughout our market areas by virtue of our local
presence, competitive pricing, and referrals from existing customers.
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<PAGE>
Properties
The following table sets forth our location and related information at June
30, 1997.
Net Book Value at
Location Leased or Owned Year Acquired June 30, 1997 (1)
- -------- --------------- ------------- -----------------
MAIN OFFICE:
400 Delaware Avenue
Wilmington, Delaware 19801 Owned 1953 $1,824,690
- ----------
(1) Net book value is calculated by totaling the estimated value of land and
buildings, $2,278,764, and then subtracting accumulated depreciation of
$454,074.
Personnel
At June 30, 1997 we had 19 full-time employees and one full-time seasonal
employee. None of our employees are represented by a collective bargaining
group. We believe that our relationship with our employees is good.
Legal Proceedings
We are, from time to time, a party to legal proceedings arising in the
ordinary course of our business, including legal proceedings to enforce our
rights against borrowers. We are not currently a party to any legal proceedings
which are expected to have a material adverse effect on our financial condition
or results of operations.
REGULATION
Set forth below is a brief description of certain laws which relate to us.
The description is not complete and is qualified in its entirety by references
to applicable laws and regulation.
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<PAGE>
Savings and Loan Holding Company Regulation
General. The Company will be required to register and file reports with the
OTS and will be subject to regulation and examination by the OTS. In addition,
the OTS will have enforcement authority over the Company and any non-savings
institution subsidiaries. This will permit the OTS to restrict or prohibit
activities that it determines to be a serious risk to us. This regulation is
intended primarily for the protection of our depositors and not for the benefit
of you, as stockholders of the Company.
QTL Test. Since the Company will only own one savings institution, it will
be able to diversify its operations into activities not related to banking, but
only so long as we satisfy the QTL test. If the Company controls more than one
savings institution, it would lose the ability to diversify its operations into
non-banking related activities, unless such other savings institutions each also
qualify as a QTL or were acquired in a supervised acquisition. See "- Qualified
Thrift Lender Test."
Restrictions on Acquisitions. The Company must obtain approval from the OTS
before acquiring control of any other SAIF-insured savings institution. No
person may acquire control of a federally insured savings institution without
providing at least 60 days written notice to the OTS and giving the OTS an
opportunity to disapprove the proposed acquisition.
Bank Regulation
General. As a federally chartered, SAIF-insured savings bank, we are
subject to extensive regulation by the OTS and the FDIC. Our lending activities
and other investments must comply with various federal and state statutory and
regulatory requirements. We are also subject to certain reserve requirements
promulgated by the Board of Governors of the Federal Reserve System ("Federal
Reserve System").
The OTS, in conjunction with the FDIC, regularly examines us and prepares
reports for the consideration of our Board of Directors on any deficiencies that
the OTS finds in our operations. Our relationship with our depositors and
borrowers is also regulated to a great extent by federal and state law,
especially in such matters as the ownership of savings accounts and the form and
content of our mortgage documents.
We must file reports with the OTS and the FDIC concerning our activities
and financial condition, in addition to obtaining regulatory approvals prior to
entering into certain transactions such as mergers with or acquisitions of other
financial institutions. This regulation and supervision establishes a
comprehensive framework of activities in which an institution can engage and is
intended primarily for the protection of the SAIF and depositors. The regulatory
structure also gives the regulatory authorities extensive discretion in
connection
93
<PAGE>
with their supervisory and enforcement activities and examination policies,
including policies with respect to the classification of assets and the
establishment of adequate loan loss reserves for regulatory purposes. Any change
in regulations, whether by the OTS, the FDIC or any other government agency,
could have a material adverse impact on our operations.
Insurance of Deposit Accounts. The FDIC is authorized to establish separate
annual assessment rates for deposit insurance for members of the BIF and the
SAIF. The FDIC may increase assessment rates for either fund if necessary to
restore the fund's ratio of reserves to insured deposits to its target level
within a reasonable time and may decrease such assessment rates if such target
level are met. The FDIC has established a risk-based assessment system for both
SAIF and BIF members. Under this system, assessments are set within a range,
based on the risk the institution poses to its deposit insurance fund. This risk
level is determined based on the institution's capital level and the FDIC's
level of supervisory concern about the institution.
Because a significant portion of the assessments paid into the SAIF by
savings institutions were used to pay the cost of prior savings institution
failures, the reserves of the SAIF were below the level required by law at the
end of 1995. The BIF had, however, met its required reserve level during the
third calendar quarter of 1995. As a result, deposit insurance premiums for
deposits insured by the BIF were substantially less than premiums for deposits
such as ours which are insured by the SAIF. Legislation to recapitalize the SAIF
and to eliminate the significant premium disparity between the BIF and the SAIF
became effective September 30, 1996. The recapitalization plan provided for a
special assessment equal to $.657 per $100 of SAIF deposits held at March 31,
1995, in order to increase SAIF reserves to the level required by law. Certain
BIF institutions holding SAIF-insured deposits were required to pay a lower
special assessment. Based on its deposits at March 31, 1995, on November 27,
1996, we paid a pre-tax special assessment of approximately $492,000.
The recapitalization plan also provides that the cost of prior failures,
which were funded through the issuance of the Financing Corporation Bonds, will
be shared by members of both the SAIF and the BIF. This will increase BIF
assessments for healthy banks to approximately $.013 per $100 of deposits in
1997. SAIF assessments for healthy savings institutions in 1997 will be
approximately $.064 per $100 in deposits and may be reduced, but not below the
level set for healthy BIF institutions.
Pursuant to the recapitalization plan, the FDIC has lowered the rates on
assessments paid to the SAIF and widened the spread of those rates. The FDIC's
action established a base assessment schedule for the SAIF with rates ranging
from 4 to 31 basis points, and an adjusted assessment schedule that reduces
these rates by 4 basis points. As a result, the effective SAIF rates range from
0 to 27 basis points as of October 1, 1996. In addition, the FDIC's final rule
prescribed a special interim schedule of rates ranging from 18 to 27 basis
points for SAIF-member savings institutions for the last quarter of calendar
1996, to reflect the assessments paid to the Financing Corp. Finally, the FDIC's
action established a procedure for making
94
<PAGE>
limited adjustments to the base assessment rates by rulemaking without notice
and comment, for both the SAIF and the BIF.
The recapitalization plan also provides for the merger of the SAIF and BIF
effective January 1, 1999, assuming there are no savings institutions 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, we might have to convert to a different
financial institution charter and be regulated under federal law as a bank,
including being subject to the more restrictive activity limitations imposed on
national banks. We cannot predict the impact of our conversion to, or regulation
as, a bank until the legislation requiring such change is enacted. See "RISK
FACTORS -- Financial Institution Regulation and Future of the Thrift Industry."
Under regulations of the FDIC relating to premiums paid for deposit
insurance, we are also required to pay more for federal deposit insurance than
we previously have because of our Supervisory Agreement. That additional cost
will continue as long as the Supervisory Agreement remains in effect and will
prevent us from achieving the full benefit of the recapitalization plan. The
lowest premium is available only to those institutions that are well-capitalized
and meet other requirements set by the FDIC. We do not qualify for the lowest
premium because of the Supervisory Agreement.
Regulatory Capital Requirements. OTS capital regulations require savings
institutions to meet three capital standards: (1) tangible capital equal to 1.5%
of total adjusted assets, (2) core capital equal to at least 3% of total
adjusted assets, and (3) risk-based capital equal to 8% of total risk-weighted
assets. See "HISTORICAL AND PRO FORMA CAPITAL COMPLIANCE" for our capital
ratios.
Tangible capital is defined as core capital less all intangible assets
(including supervisory goodwill), less certain mortgage servicing rights and
less certain investments. Core capital is defined as Common Stockholders' equity
(including retained earnings), noncumulative perpetual preferred stock and
minority interests in the equity accounts of consolidated subsidiaries, certain
nonwithdrawable accounts and pledged deposits of mutual savings associations and
qualifying supervisory goodwill, less nonqualifying intangible assets, certain
mortgage servicing rights and certain investments.
The risk-based capital standard for savings institutions requires the
maintenance of total risk-based capital (which is defined as core capital plus
supplementary capital) of 8% of risk-weighted assets. The components of
supplementary capital include, among other items, cumulative perpetual preferred
stock, perpetual subordinated debt, mandatory convertible subordinated debt,
intermediate-term preferred stock, and the portion of the allowance for loan
losses not designated for specific loan losses. The portion of the allowance for
loan and lease losses includable in supplementary capital is limited to a
maximum of 1.25% of risk-weighted assets. Overall, supplementary capital is
limited to 100% of core capital. A savings association must calculate its
risk-weighted assets by multiplying each asset and off-balance sheet item by
various risk factors as determined by the OTS, which range from 0% for cash to
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100% for delinquent loans, property acquired through foreclosure, commercial
loans, and other assets.
The risk-based capital standards of the OTS generally require savings
institutions with more than a "normal" level of interest rate risk to maintain
additional total capital. An institution's interest rate risk will be measured
in terms of the sensitivity of its "net portfolio value" to changes in interest
rates. Net portfolio value is defined, generally, as the present value of
expected cash inflows from existing assets and off-balance sheet contracts less
the present value of expected cash outflows from existing liabilities. A savings
institution will be considered to have a "normal" level of interest rate risk
exposure if the decline in its net portfolio value after an immediate 200 basis
point increase or decrease in market interest rates (whichever results in the
greater decline) is less than two percent of the current estimated economic
value of its assets. An institution with a greater than normal interest rate
risk will be required to deduct from total capital, for purposes of calculating
its risk-based capital requirement, an amount (the "interest rate risk
component") equal to one-half the difference between the institution's measured
interest rate risk and the normal level of interest rate risk, multiplied by the
economic value of its total assets.
The OTS calculates the sensitivity of an institution's net portfolio value
based on data submitted by the institution in a schedule to its quarterly Thrift
Financial Report and using the interest rate risk measurement model adopted by
the OTS. The amount of the interest rate risk component, if any, to be deducted
from an institution's total capital will be based on the institution's Thrift
Financial Report filed two quarters earlier. Savings institutions with less than
$300 million in assets and a risk-based capital ratio above 12% are generally
exempt from filing the interest rate risk schedule with their Thrift Financial
Reports. However, the OTS may require any exempt institution that it determines
may have a high level of interest rate risk exposure to file such schedule on a
quarterly basis and may be subject to an additional capital requirement based
upon its level of interest rate risk as compared to its peers. See MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --
Interest Rate Risk."
Dividend and Other Capital Distribution Limitations. OTS regulations
require the Bank to give the OTS 30 days advance notice of any proposed
declaration of dividends to the Company. The OTS has the authority under its
supervisory powers to prohibit the payment of dividends by us to the Company. In
addition, we may not declare or pay a cash dividend on the Bank's capital stock
if the effect would be to reduce our regulatory capital below the amount
required for the liquidation account to be established at the time of the
Conversion. See "THE CONVERSION -- Effects of Conversion to Stock Form on
Depositors and Borrowers of Ninth Ward Savings Bank, FSB."
OTS regulations impose limitations upon all capital distributions by
savings institutions, such as cash dividends, payments to repurchase or
otherwise acquire its shares, payments to stockholders of another institution in
a cash-out merger, and other distributions
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charged against capital. The rule establishes three tiers of institutions based
primarily on an institution's capital level. An institution that exceeds all
fully phased-in capital requirements before and after a proposed capital
distribution ("Tier 1 institution") and has not been advised by the OTS that it
is in need of more than the normal supervision can, after prior notice but
without the approval of the OTS, make capital distributions during a calendar
year equal to the greater of (i) 100% of its net income to date during the
calendar year plus the amount that would reduce by one-half its "surplus capital
ratio" (the excess capital over its fully phased-in capital requirements) at the
beginning of the calendar year, or (ii) 75% of its net income over the most
recent four quarter period. Any additional capital distributions require prior
regulatory notice. Based on our capital level at December 31, 1996, we qualified
as a Tier 1 institution.
In the event our capital falls below our fully phased-in requirement or the
OTS notifies us that we are in need of more than normal supervision, we would
become a Tier 2 or Tier 3 institution and as a result, our ability to make
capital distributions could be restricted. Tier 2 institutions, which are
institutions that before and after the proposed distribution meet their current
minimum capital requirements, may only make capital distributions of up to 75%
of net income over the most recent four quarter period. Tier 3 institutions,
which are institutions that do not meet current minimum capital requirements and
propose to make any capital distribution, and Tier 2 institutions that propose
to make a capital distribution in excess of the noted safe harbor level, must
obtain OTS approval prior to making such distribution. In addition, the OTS
could prohibit a proposed capital distribution by any institution, which would
otherwise be permitted by the regulation, if the OTS determines that such
distribution would constitute an unsafe or unsound practice. The OTS has
proposed rules relaxing certain approval and notice requirements for
well-capitalized institutions.
A savings institution is prohibited from making a capital distribution if,
after making the distribution, the savings institution would be undercapitalized
(i.e., not meet any one of its minimum regulatory capital requirements).
Further, a savings institution cannot distribute regulatory capital that is
needed for its liquidation account.
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Qualified Thrift Lender Test. Savings institutions must meet a qualified
thrift lender ("QTL") test. If we maintain an appropriate level of qualified
thrift investments ("QTLs") (primarily residential mortgages and related
investments, including certain mortgage-related securities) and otherwise
qualify as a QTL, we will continue to enjoy full borrowing privileges from the
FHLB of Pittsburgh. The required percentage of QTLs is 65% of portfolio assets
(defined as all assets minus intangible assets, property used by the institution
in conducting its business and liquid assets equal to 20% of total assets). In
addition, savings institutions may include shares of stock of the FHLBS, FNMA,
and FHLMC as QTLs. Compliance with the QTL test is determined on a monthly basis
in nine out of every 12 months. As of June 30, 1997, we were in compliance with
our QTL requirement with approximately 97.8% of our portfolio assets invested in
QTLs.
Transactions With Affiliates. Generally, restrictions on transactions with
affiliates require that transactions between a savings institution or its
subsidiaries and its affiliates be on terms as favorable to the savings
institution as comparable transactions with non-affiliates. In addition, certain
of these transactions are restricted to an aggregate percentage of the savings
institution's capital or are prohibited altogether. Collateral in specified
amounts must usually be provided by affiliates in order to receive loans from
the savings institution. Our affiliates include the Company and any company
which would be under common control with us. In addition, a savings institution
may not extend credit to any affiliate engaged in activities not permissible for
a bank holding company or acquire the securities of any affiliate that is not a
subsidiary. The OTS has the discretion to treat subsidiaries of savings
institution as affiliates on a case-by-case basis.
Liquidity Requirements. All savings institutions 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. The liquidity requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings institutions. At June 30, 1997, our required liquid asset
ratio was 5% and our actual ratio was 8.8%. Monetary penalties may be imposed
upon associations for violations of liquidity requirements.
Federal Home Loan Savings Bank System. We are a member of the FHLB of
Pittsburgh, which is one of 12 regional FHLBS. Each FHLB serves as a reserve or
central bank for its members within its assigned region. It is funded primarily
from funds deposited by savings institutions and 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.
As a member, we are required to purchase and maintain stock in the FHLB of
Pittsburgh in an amount equal to at least 1% of our aggregate unpaid residential
mortgage loans, home purchase contracts or similar obligations at the beginning
of each year. At June 30, 1997, the Bank held $1,332,500 in FHLB stock, at cost,
which was in compliance with this requirement. The FHLB imposes various
limitations on advances such as limiting the amount of certain types of real
estate related collateral to 30% of a member's capital and limiting total
advances to a member.
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The FHLBs are required to provide funds for the resolution of troubled
savings institutions and to contribute to affordable housing programs through
direct loans or interest subsidies on advances targeted for community investment
and low- and moderate-income housing projects. These contributions have
adversely affected the level of FHLB dividends paid and could continue to do so
in the future.
Federal Reserve System. The Federal Reserve System requires all depository
institutions to maintain non-interest bearing reserves at specified levels
against their transaction accounts (primarily checking, NOW and Super NOW
checking accounts) and non-personal time deposits. The balances maintained to
meet the reserve requirements imposed by the Federal Reserve System may be used
to satisfy the liquidity requirements that are imposed by the OTS. At June 30,
1997, our reserve met the minimum level required by the Federal Reserve System.
Savings institutions have authority to borrow from the Federal Reserve
System "discount window," but Federal Reserve System policy generally requires
savings institutions to exhaust all other sources before borrowing from the
Federal Reserve System. We had no borrowings from the Federal Reserve System at
June 30, 1997.
TAXATION
Federal Taxation
We are subject to the provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), in the same general manner as other corporations. However,
prior to August 1996, savings institutions such as us, which met certain
definitional tests and other conditions prescribed by the Code, could benefit
from certain favorable provisions regarding deductions from taxable income for
annual additions to bad debt reserve. The amount of the bad debt deduction that
a qualifying savings institution could claim with respect to additions to its
reserve for bad debts was subject to certain limitations. We reviewed the most
favorable way to calculate the deduction attributable to an addition to our bad
debt reserve on an annual basis.
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In August 1996, the Code was revised to equalize the taxation of thrifts
and banks. Thrifts, such as us, no longer have a choice between the percentage
of taxable income method and the experience method in determining additions to
bad debt reserves. Thrifts with $500 million of assets or less may still use the
experience method, which is generally available to small banks currently. Larger
thrifts must use the specific charge off method regarding bad debts. Any reserve
amounts added after 1987 will be taxed over a six year period beginning in 1996;
however, bad debt reserves set aside through 1987 are generally not taxed. A
savings institution may delay recapturing into income its post-1987 bad debt
reserves for an additional two years if it meets a residential-lending test.
This law is not expected to have a material impact on us. At June 30, 1997, we
had approximately $330,000 of post 1987 bad-debt reserves.
Under the percentage of taxable income method, the bad debt deduction
attributable to "qualifying real property loans" could not exceed 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, equaled the
amount by which 12% of the sum of the total deposits and the advance payments by
borrowers for taxes and insurance at the end of the taxable year exceeded the
sum of the surplus, undivided profits and reserves at the beginning of the
taxable year. The amount of the bad debt deduction attributable to qualifying
real property loans computed using the percentage of taxable income method was
permitted only to the extent that the institution's reserve for losses on
qualifying real property loans at the close of the taxable year did not exceed
6% of such loans outstanding at such time.
Under the experience method, the bad debt deduction may be based on (i) a
six-year moving average of actual losses on qualifying and non-qualifying loans,
or (ii) a fill-up to the institution's base year reserve amount, which is the
tax bad debt reserve determined as of December 31, 1987.
The percentage of specially computed taxable income that was used to
compute a savings institution's bad debt reserve deduction under the percentage
of taxable income method (the "percentage bad debt deduction") was 8% at the
time the Code was revised. The percentage of taxable income bad debt deduction
thus computed was 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 permitted qualifying savings institutions 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).
If a savings institution's qualifying 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
institution may not deduct any addition to a bad debt reserve and generally must
include existing reserves in income over a specified period , which is
immediately accruable for financial reporting purposes. As of December 31, 1996,
at least 60% of our assets were qualifying assets as defined in the Code. No
assurance can be given that we will meet the 60% test for subsequent taxable
years.
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Earnings appropriated to our pre-1988 bad debt reserve and claimed as a tax
deduction as well as our supplemental reserves for losses will not be available
for the payment of cash dividends or for distribution to you, our stockholders
(including distributions made on dissolution or liquidation), unless we include
the amount in income, along with the amount deemed necessary to pay the
resulting federal income tax. As of June 30, 1997, we had $1.3 million of
accumulated earnings, representing our base year tax reserve, for which federal
income taxes have not been provided. If such amount is used for any purpose
other than bad debt losses, including a dividend distribution or a distribution
in liquidation, it will be subject to federal income tax at the then current
rate.
The Code imposes a tax ("AMT") on alternative minimum taxable income
("AMTI") at a rate of 20%. Only 90% of AMTI can be offset by net operating loss
carryovers of which we currently have none. AMTI is also adjusted by determining
the tax treatment of certain items in a manner that negates the deferral of
income resulting from the regular tax treatment of those items. Thus, our AMTI
is increased by an amount equal to 75% of the amount by which our adjusted
current earnings exceeds our AMTI (determined without regard to this adjustment
and prior to reduction for net operating losses).
The Company may exclude from its income 100% of dividends received from us
as a member of the same affiliated group of corporations. A 70% dividends
received deduction generally applies with respect to dividends received from
corporations that are not members of such affiliated group, except that an 80%
dividends received deduction applies if the Company owns more than 20% of the
stock of a corporation paying a dividend. The above exclusion amounts, with the
exception of the affiliated group figure, were reduced in years in which we
availed ourselves of the percentage of taxable income bad debt deduction method.
Our federal income tax returns have not been audited by the IRS for at
least the last five years.
Delaware State Taxation
The State of Delaware imposes a franchise tax on financial institutions of
8.7% of taxable income. Taxable income, for this purpose, is 56% of net
operating income after adjustments. These taxes have not been a material expense
for us.
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As a Delaware holding company earning income in Delaware, the Company is
required to file an annual report with and pay an annual franchise tax to the
State of Delaware. Minimum tax is generally equal to $5,000 for each 100,000
shares of authorized capital stock regardless of whether such stock has been
issued.
MANAGEMENT OF THE COMPANY
The Board of Directors of the Company consists of the same individuals who
serve as directors of our subsidiary, Ninth Ward Savings Bank, FSB. Our
certificate and bylaws require that directors be divided into three classes, as
nearly equal in number as possible. Each class of directors serves for a
three-year period, with approximately one-third of the directors elected each
year. Our officers will be elected annually by the board and serve at the
board's discretion. See "MANAGEMENT OF NINTH WARD SAVINGS BANK, FSB."
MANAGEMENT OF NINTH WARD SAVINGS BANK, FSB
Directors and Executive Officers
Our Board of Directors is composed of eight members each of whom serves for
a term of three years. Our proposed stock charter and bylaws require that
directors be divided into three classes, as nearly equal in number as possible.
Each class of directors serves for a three-year period, with approximately
one-third of the directors elected each year. Our executive officers are elected
annually by our board and serve at the board's discretion.
The following table sets forth information with respect to our directors
and executive officers, all of whom will continue to serve in the same
capacities after the Conversion. We have no other executive officers.
Age at Current
June 30, Director Term
Name 1997 Position Since Expires
- ---- -------- -------- -------- -------
Dr. William R. Baldt 61 Director 1988 1998
J. Bayard Cloud 84 Chairman 1945 1999
Thomas B. Cloud 48 Director 1972 2000
Ronald P. Crouch 49 President, Chief
Executive Officer
and Director 1983 1998
Larry D. Gehrke 51 Director 1988 2000
Alan B. Levin 42 Director 1993 1999
Ernest J. Peoples 64 Vice Chairman 1964 1998
Dr. Robert L. Schweitzer 48 Director 1997 2000
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Other Executive Officers
Age at
June 30,
Name 1997 Position
---- -------- --------
Jerome P. Arrison 46 Executive Vice President, Chief
Operating Officer and Treasurer
Genevieve B. Marino 32 Vice President, Retail
Banking Services
Lori N. Richards 34 Vice President, Finance and
Administration
The principal occupation and business experience of each of the directors
is set forth below. Unless otherwise noted, the information applies for the past
five years. There are no arrangements or understandings between the Bank and any
person pursuant to which such person has been elected as a director.
Dr. William R. Baldt is currently President Emeritus of Goldey-Beacom
College in Wilmington, Delaware. Until August 30, 1996, he was the President of
the college.
J. Bayard Cloud has been Chairman of the Board since January 1, 1983. He
previously served as President of Ninth Ward from 1961 to 1982. He is the father
of Thomas B. Cloud.
Thomas B. Cloud, since December 1, 1995, has been President and Chief
Executive Officer of United Electric Supply Company, Inc. where he has been
employed since 1973 in various capacities including Controller, Vice President
of Finance and Chief Financial Officer and Executive Vice President. The firm
employs over 190 individuals and distributes electric products to industrial,
institutional and electrical construction customers in a five state area. Mr.
Cloud is the son of J. Bayard Cloud.
Ronald P. Crouch currently serves as President and Chief Executive Officer
of Ninth Ward, a position he has held since 1983. Mr. Crouch is a Certified
Public Accountant and served as a director of the Federal Home Loan Bank of
Pittsburgh from 1989 to 1996. He is a trustee of Goldey-Beacom College.
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Larry D. Gehrke is a director and Vice President of Bellevue Holding
Company of Wilmington, Delaware, a real estate development concern. He has been
employed there since 1972. He holds real estate brokerage licenses from the
State of Delaware and the Commonwealth of Pennsylvania.
Alan B. Levin is Chairman, President and Chief Executive Officer of Happy
Harry's, Inc., a privately held pharmacy chain in Delaware with approximately
1,100 employees. He is a member of the Delaware Bar and a former chairman of the
Delaware Workforce Development Council and Delaware Private Industry Council. He
was formerly a member of the State Attorney General's Office in Delaware.
Ernest J. Peoples is the Vice Chairman of the board. He was a Vice
President of Ninth Ward. He is retired and was formerly an owner of a building
and construction firm.
Dr. Robert W. Schweitzer is Professor of Finance at the University of
Delaware, located in Newark, Delaware. He also serves as a faculty member of the
Stonier School of Banking and the National School of Banking at Fairfield
University.
Executive Officers Who Are Not Directors
The following executive officers do not serve on the Board of Directors.
There are no arrangements or understandings between Ninth Ward and any person
pursuant to which such person serves as an executive officer. Except as
otherwise noted, they have been employed by Ninth Ward for the last five years.
Jerome P. Arrison has been employed by Ninth Ward since August 1989. He is
currently the Chief Operating Officer, Executive Vice President and Treasurer.
Genevieve B. Marino has been employed by Ninth Ward since November 1995 as
the Director of Marketing and Communications. She assumed her current position,
Vice President of Retail Banking Services, in July 1997. From November 1993 to
November 1995 she was the Advertising and Communications Manager of Wilmington
Savings Fund Society, FSB. Prior to that, she served in other capacities in the
Wilmington Savings Fund Society marketing department.
Lori N. Richards assumed her current position as Vice President of Finance
and Administration in July 1997. From June 1996 to July 1997 she was the
Controller of Ninth Ward. From September 1994 to June 1996 she was an accounting
supervisor at Lanxide Corporation located in Newark, Delaware. From May 1991 to
September 1994 she served as a senior financial accountant at TA Instruments,
Inc. in New Castle, Delaware. She is a Certified Public Accountant.
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Board Meetings and Committees
The Board of Directors conducts its business through meetings and
activities of its committees. During the year ended December 31, 1996, the Board
of Directors held 12 regular meetings. No director attended fewer than 75% of
the total meetings of the Board of Directors and committees on which such
director served during the year ended December 31, 1996. The standing committees
of the Board include the following:
Executive Committee - The Executive Committee meets as needed. It makes
recommendations to the full Board and acts on policies adopted by the full Board
in the absence of the meeting of the entire full Board. The committee did not
meeting during the year ended December 31, 1996. The committee is composed of
Messrs. Peoples (Chairman), J. Bayard Cloud, Thomas Cloud and Crouch.
Appraisal Committee - The Appraisal Committee consists of Messrs. Peoples
(Chairman), J. Bayard Cloud and Gehrke. The members of the committee review the
appraisals of the real estate collateral for certain loans. The Appraisal
Committee met five times in 1996.
Personnel Committee - The Personnel Committee reviews and prepares
recommendations for annual salary adjustment and bonuses. The committee also
administers Ninth Ward's various benefit plans. It consists of Messrs. Gehrke
(Chairman), Levin and Dr. Schweitzer. The committee met 7 times during 1996.
Budget Committee - The Budget Committee is responsible for determining the
capital needs of Ninth Ward and making recommendations regarding how those needs
may be satisfied. The Budget Committee did not meet during 1996. It consists of
Dr. Baldt (Chairman) and Messrs. Gehrke and Crouch.
Audit Committee - The Audit Committee meets with our independent certified
public accountants annually to review the results of the annual audit and other
related matters. This committee consists of Dr. Baldt (Chairman) and Messrs.
Peoples and Levin. It did not meet during 1996 because the Bank's auditors met
with the entire Board of Directors.
Asset/Liability Committee - The Asset/Liability Committee was established
in 1997. and currently meets monthly. It consists of Messrs. Thomas Cloud
(Chairman), Levin, Crouch and Dr. Schweitzer. It is principally responsible for
management of our interest rate risk.
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Director Compensation
Each of the non-employee directors is paid an annual retainer of $2,000.
Additionally, each non-employee director receives $300 for each board meeting
attended and $300 for each committee meeting attended. The maximum fee for
meetings attended for any director is $300 per day so that if we hold both a
board and committee meeting on the same day the maximum payment for attendance
is $300. Mr. Crouch receives no fees for his services on our board.
J. Bayard Cloud, the Chairman of the Board, receives a special retainer of
$28,800 per year and Ernest J. Peoples, the Vice Chairman, receives a special
retainer of $27,000 per year. These retainers are paid based on their service as
Chair and Vice Chair of the Board and for their review of appraisals.
Additionally, we currently pay a supplemental pension benefit to J. Bayard
Cloud. For 1996 the amount of that benefit was $14,291. We also pay the
Wilmington wage tax for all of our non-employe directors. This tax is currently
1.25% of gross earnings. Wilmington wage withholding for 1996 was $1,131. Total
aggregate fees paid to the current directors for the year ended December 31,
1996 were $106,920.
Deferred Non-employee Director Compensation Program
We have a deferred non-employee director compensation program, whereby
directors may defer their fees. Currently, Dr. Baldt and Mr. Gehrke participate
in this program. Pursuant to this program, directors defer their fees until
their retirement or resignation from the Board of Directors. For the year ended
December 31, 1996, $11,590 of fees were deferred pursuant to this program. Fees
deferred pursuant to this program are subject to the general rights of the
Bank's creditors.
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Executive Compensation
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by our President and Executive Vice
President for the year ended December 31, 1996. No other employee earned in
excess of $100,000 in salary and bonus for the year ended December 31, 1996.
<TABLE>
<CAPTION>
Other Annual All Other
Name and Principal Position Salary Bonus Compensation(1) Compensation(2)
- --------------------------- -------- ------- -------------- --------------
<S> <C> <C> <C> <C>
Ronald P. Crouch, President and
Chief Executive Officer $116,595 $11,132 $0 $12,873
Jerome P. Arrison, Executive
Vice President and Chief
Operating Officer $ 96,606 $ 8,921 $0 $12,840
</TABLE>
- ----------
(1) Under the Other Annual Compensation category, perquisites for the year
ended December 31, 1996, did not exceed the lesser of $50,000 or 10% of the
salary and bonus as reported for Mr. Crouch.
(2) Includes amounts contributed to the pension plan for Mr. Crouch and Mr.
Arrison, respectively, during 1996.
Bonus Compensation. We have a bonus compensation plan pursuant to which our
officers can receive bonus compensation up to 20% of their salaries if certain
performance goals are met at the discretion of the Board of Directors. During
1996, Mr. Crouch and Mr. Arrison were paid bonuses of $11,132 and $8,921,
respectively. These bonuses were paid based on the Bank's performance for the
year ended December 31, 1995.
401(k) Plan. In 1997 we established a contributory savings plan for
employees which meets the requirements of Section 401(k) of the Code. All
employees who are at least 21 years old and who have completed at least one year
of service with us may elect to contribute a percentage of their compensation to
the plan each year subject to certain maximums imposed by federal law. We will
match 25% of each employee's contribution, on the first 2% of that employee's
contribution.
Participants are fully vested in the amounts they contribute to the 401(k).
Participants are fully vested in amounts contributed to the plan on their behalf
by us as employer matching contributions after seven years of service. Benefits
under the 401(k) plan are payable in the event of a participant's retirement,
death, disability, or termination of employment. Normal retirement age under the
401(k) plan is 65 years of age.
Pension Plan. We maintain a noncontributory tax-qualified defined pension
benefit plan for eligible employees. All employees and officers with more than
1,000 hours of service per year who have attained the age of 21 and completed
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one year of service are eligible to participate in the pension plan. The pension
plan provides a benefit for each participant. The annual benefit is equal to a
percentage of the average of the participant's highest five years' consecutive
salary. A participant is fully vested in his or her pension after seven years of
service. The pension plan is funded by us on an actuarial basis and all assets
are held in trust by the pension plan trustee. The following table illustrates
the annual benefit payable upon normal retirement at age 65 in the normal form
of benefit under the pension plan at various levels of average annual
compensation and years of service under the pension plan. Compensation upon
which pension is based is the average of the highest five year consecutive
salary.
Pension Plan Table
Years of Credited Service
------------------------------------------------------
Renumeration 15 20 25 30 35
------------ ------ ------ ------ ------ ------
$30,000 6,676 8,902 11,127 13,352 15,579
$50,000 12,246 16,327 20,409 24,491 28,573
$70,000 18,471 24,628 30,785 36,942 43,099
$90,000 24,696 32,928 41,160 49,392 57,625
$100,000 30,922 41,229 51,536 61,483 72,150
$120,000 34,034 45,379 56,724 68,068 79,413
Mr. Crouch and Mr. Arrison have 19 years and 8 years of credited service,
respectively, at June 30, 1997.
We anticipate we will terminate the pension plan soon after the
consummation of the conversion and adoption of the ESOP.
Employee Stock Ownership Plan. The Bank has established an employee stock
ownership plan (the "ESOP") to allow participating employees to share in its
growth and profits, effective upon the successful completion of the public
offering of Bank stock following the Conversion. Participating employees are all
employees who have completed one year of service with the Bank and have attained
the age of 21. An application for a letter of determination as to the
tax-qualified status of the ESOP will be submitted to the Internal Revenue
Service ("IRS"). Although no assurance can be given, it is expected that the
ESOP will receive a favorable letter of determination from the IRS.
The ESOP is to be funded by tax-deductible contributions made by the Bank
in cash or common stock. All contributions to the ESOP will be held in the trust
which is part of the ESOP and will be invested primarily in Bank stock. Shares
sold above the maximum of the EVR (i.e., more than 1,006,000 shares) may be sold
to the ESOP before satisfying remaining unfilled orders of Eligible Account
Holders to fill the ESOP's subscription, or the ESOP may purchase some or all of
the shares covered by its subscription after the Conversion in the open market.
The ESOP may borrow funds to acquire common stock of the Bank to be issued in
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the Conversion either at the time of the Conversion or after the Conversion
through open market purchases. The ESOP intends to borrow funds from the Company
(the "ESOP Loan") to purchase up to 8% of the common stock to be issued in the
offering (i.e., $700,000, based on the midpoint of the EVR). The ESOP Loan is
expected to be for a term of 10 years at an annual interest rate equal to the
prime rate as published in The Wall Street Journal with principal repayable in
equal installments. The ESOP Loan will be secured by a pledge of the shares
purchased by the ESOP. Shares purchased with the ESOP Loan will initially be
held in a suspense account within the ESOP. These financed shares will be
released from suspense and allocated to participants' accounts within the ESOP
as of the last day of each plan (calendar) year in proportion to the principal
paid down on the ESOP Loan during the year. The shares released from the ESOP
suspense account will be allocated among participants' accounts on the basis of
each participant's W-2 compensation from the Bank (up to a maximum of $150,000)
for the prior calendar year, plus any elective deferrals made to the Bank's
401(k) plan. The Bank anticipates contributing approximately $137,000 to the
ESOP for its first full year to meet the obligations for principal and interest
under the proposed ESOP Loan. The Bank may prepay a portion of the ESOP Loan, or
contribute additional cash or shares of Bank stock directly to the ESOP in any
year, subject to IRS rules which limit the maximum deductible employer
contributions to employee stock ownership plans. Any such contributions in
excess of the cash required to repay the ESOP Loan will be allocated among
participants on the basis of their compensation in the manner described above.
To receive an allocation, a participant must be credited with at least
1,000 hours of service during the year and be employed by the Bank on the last
day of the year, or have terminated employment during the year as a result of
death, Disability (as defined in the ESOP) or retirement at or after attaining
age 65. A participant becomes vested in his account balance as follows: after 1
year of service - 20%, 2 years - 40%, 3 years - 60%, 4 years - 80%, 5 years or
more - 100%. Full vesting is accelerated upon retirement at or after age 65,
death, Disability, or termination of the ESOP.
A participant is entitled to receive a distribution of his account balance
after the last day of the calendar quarter in which his employment terminates.
If the value of the account exceeds $3,500, a participant may defer distribution
until he attains age 65. ESOP distributions are made in a lump sum in the form
of shares of Bank stock, with the value of fractional shares distributed in
cash. A partially-vested participant who terminates service will forfeit the
nonvested portion of his ESOP account upon the earlier of (i) receiving a
distribution of his vested balance or (ii) after incurring five consecutive
One-Year Breaks in Service. A One-Year Break in Service is a calendar year
during which the participant is not credited with more than 500 hours of
service. Forfeitures are reallocated to remaining participants on the same basis
as Bank contributions to the ESOP (i.e., on the basis of compensation). A
terminated participant who is rehired before incurring five consecutive One-Year
Breaks in Service will have his forfeiture restored if he repays the full amount
of the prior ESOP distribution, without interest, within five years after being
rehired.
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The Board of Directors has appointed the Personnel Committee to administer
the ESOP and to serve as the initial ESOP Trustees. The Personnel Committee is
responsible for administering the ESOP and for instructing the ESOP Trustees
regarding the investment of any ESOP funds which cannot be invested in Bank
stock. The ESOP Trustees must vote ESOP shares which are allocated to a
participant's account in accordance with the instructions of the participant.
Unallocated shares held in the suspense account for which no timely direction is
received will be voted by the ESOP Trustees in the same proportion as allocated
shares for which voting instructions are received, subject to the Trustees'
fiduciary obligations. Allocated shares for which no instruction is received
shall not be voted. The Board of Directors may remove or replace Trustees and
members of the ESOP Committee, and may amend or terminate the ESOP at any time,
except that no amendment may be made which would reduce the interest of an
employee in the ESOP Trust, or divert assets of the ESOP to purposes which would
not benefit employees or their beneficiaries.
Proposed Future Stock Benefit Plans
Stock Option Plan. The Board of Directors of the Company intends to adopt a
stock option plan (the Option Plan) following the Conversion, subject to
approval by you and the Company stockholders, at a stockholders meeting to be
held no sooner than six months after the Conversion. The Option Plan will be in
compliance with the OTS regulations in effect. See "-- Restrictions on Benefit
Plans." If the Option Plan is implemented within one year after the Conversion,
in accordance with OTS regulations, a number of shares equal to 10% of the
aggregate shares of Common Stock to be issued in the offering (i.e., 87,500
shares based upon the sale of 875,000 shares at the midpoint of the EVR) would
be reserved for issuance by the Company upon exercise of stock options to be
granted to our officers, directors and employees from time to time under the
Option Plan. The purpose of the Option Plan would be to provide additional
performance and retention incentives to certain officers, directors and
employees by facilitating their purchase of a stock interest in the Company.
Under the OTS regulations, the Option Plan, would provide for a term of 10
years, after which no awards could be made, unless earlier terminated by the
Board of Directors pursuant to the Option Plan and the options would vest over a
five year period (i.e., 20% per year), beginning one year after the date of
grant of the option. Options would be granted based upon several factors,
including seniority, job duties and responsibilities, job performance, our
financial performance and a comparison of awards given by other savings
institutions converting from mutual to stock form. Options would be either
"incentive stock options" or non-qualified stock options.
The Company would receive no monetary consideration for the granting of
stock options under the Option Plan. It would receive the option price for each
share issued to optionees upon the exercise of such options. Shares issued as a
result of the exercise of options will be either authorized but unissued shares
or shares purchased in the open market by the Company. Shares purchased in the
open market would reduce the percentage of ownership of the conversion shares.
However, no purchases in the open market will be made that would violate
applicable regulations restricting purchases by the Company. The exercise
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of options and payment for the shares received would contribute to the equity of
the Company. The Option Plan we issued to you in the Conversion would be
administered by the Personnel Committee.
If the Option Plan is implemented more than one year after the Conversion,
the Option Plan will comply with OTS regulations and policies that are
applicable at such time.
Restricted Stock Plan. The Board of Directors of the Company intends to
adopt the RSP following the Conversion, the objective of which is to enable us
to retain personnel and directors of experience and ability in key positions of
responsibility. The Company expects to hold a stockholders' meeting no sooner
than six months after the Conversion in order for stockholders to vote to
approve the RSP. If the RSP is implemented within one year after the Conversion,
in accordance with applicable OTS regulations, the shares granted under the RSP
will be in the form of restricted stock vesting over a five year period (i.e.,
20% per year) beginning one year after the date of grant of the award.
Compensation expense in the amount of the fair market value of the Common Stock
granted will be recognized pro rata over the years during which the shares are
payable. Until they have vested, such shares may not be sold, pledged or
otherwise disposed of and are required to be held in escrow. Any shares not so
allocated would be voted by the RSP Trustees. The RSP will be implemented in
accordance with applicable OTS regulations. See "-- Restrictions on Stock
Benefit Plans." Awards would be granted based upon a number of factors,
including seniority, job duties and responsibilities, job performance, our
performance and a comparison of awards given by other institutions converting
from mutual to stock form. The RSP would be managed by a committee of
non-employee directors (the "RSP Trustees"). The RSP Trustees would have the
responsibility to invest all funds contributed by us to the trust created for
the RSP (the "RSP Trust").
We expect to contribute sufficient funds to the RSP so that the RSP Trust
can purchase, in the aggregate, up to 4% of the amount of Common Stock that is
sold in the Conversion. The shares purchased by the RSP would be authorized but
unissued shares or would be purchased in the open market. In the event the
market price of the Common Stock is greater than $10.00 per share, our
contribution of funds will be increased. Likewise, in the event the market price
is lower than $10.00 per share, our contribution will be decreased. In
recognition of their prior and expected services to us and the Company, as the
case may be, the officers, other employees and directors responsible for
implementation of the policies adopted by the Board of Directors and our
profitable operation will, without cost to them, be awarded stock under the RSP.
Based upon the sale of 875,000 shares of Common Stock in the offering at the
midpoint of the EVR, the RSP Trust is expected to purchase up to 35,000 shares
of Common Stock.
If the RSP is implemented more than one year after the Conversion, the RSP
will comply with such OTS regulations and policies that are applicable at such
time.
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Restrictions on Stock Benefit Plans. OTS regulations provide that in the
event we implement stock option or management and/or employee stock benefit
plans within one year from the date of Conversion, such plans must comply with
the following restrictions, unless an exception is granted by the OTS: (1) the
plans must be fully disclosed in the prospectus, (2) for stock option plans, the
total number of shares for which options may be granted may not exceed 10% of
the shares issued in the Conversion, (3) for restricted stock plans, the shares
may not exceed 3% of the shares issued in the Conversion (4% for institutions
with 10% or greater tangible capital), (4) no individual employee may receive
more than 25% of the available awards under the Option Plan or the RSP, (5)
directors who are not employees may not receive more than 5% individually or 30%
in the aggregate of the awards under any plan, (6) all plans must be approved by
a majority of the total votes eligible to be cast at any duly called meeting of
the Company stockholders held no earlier than six months following the
Conversion, (7) for stock option plans, the exercise price must be at least
equal to the market price of the stock at the time of grant, (8) for restricted
stock plans, no stock issued in a conversion may be used to fund the plan, (9)
neither stock option awards nor restricted stock awards may vest earlier than
20% as of one year after the date of stockholder approval and 20% per year
thereafter, and vesting may be accelerated only in the case of disability or
death (or if not inconsistent with applicable OTS regulations in effect at such
time, in the event of a change in control), (10) the proxy material must clearly
state that the OTS in no way endorses or approves of the plans, and (11) prior
to implementing the plans, all plans must be submitted to the Regional Director
of the OTS within five days after stockholder approval with a certification that
the plans approved by the stockholders are the same plans that were filed with
and disclosed in the proxy materials relating to the meeting at which
stockholder approval was received.
Certain Related Transactions
We offer loans to our directors and officers. These loans are currently
made in the ordinary course of business with the same collateral, interest rates
and underwriting criteria as those of comparable transactions prevailing at the
time and do not involve more than the normal risk of collectibility or present
other unfavorable features. Under current law, our loans to directors and
executive officers are required to be made on substantially the same terms,
including interest rates, as those prevailing for comparable transactions and
must not involve more than the normal risk of repayment or present other
unfavorable features. Additionally, all loans to such persons must be approved
in advanced by a disinterested majority of the Board of Directors. At June 30,
1997, our loans to directors and executive officers totalled approximately
$400,000, or 6.6% of our retained earnings at that date.
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PROPOSED MANAGEMENT PURCHASES
The following table sets forth information regarding the approximate number
of shares of Common Stock, each director, executive officer and their associates
intends to purchase in the Conversion. All shares will be purchased for
investment purposes and not for purposes of resale. For purposes of the
following table, it has been estimated that 875,000 shares (the mid-point of
the estimated value range (the "EVR"), of Common Stock will be sold at $10 per
share and that sufficient shares will be available to satisfy supscriptions in
all categories.
<TABLE>
<CAPTION>
Aggregate Price Percentage of
Total Shares of Shares Total Shares
Name Position Purchased(1) Purchased Offered
---- -------- ------------ --------- -------
<S> <C> <C> <C> <C>
Dr. William R. Baldt Director 1,000 $ 10,000 .1%
J. Bayard Cloud Chairman 1,000 $ 10,000 .1%
Thomas B. Cloud Director 5,000 $ 50,000 .6%
Ronald P. Crouch President, Chief
Executive Officer
and Director 2,000 $ 20,000 .2%
Larry D. Gehrke Director 5,000 $ 50,000 .6%
Alan B. Levin Director 1,500 $ 15,000 .2%
Ernest J. Peoples Vice Chairman 1,000 $ 10,000 .1%
Dr. Robert L. Schweitzer Director 300 $ 3,000 *
Jerome P. Arrison Executive Vice
President, Chief
Operating Officer
and Treasurer 100 $ 1,000 *
Genevieve B. Marino Vice President 1,500 $ 15,000 .2%
Lori N. Richards Vice President 2,500 $ 25,000 .3%
Total NA 21,900 $219,000 2.5%
</TABLE>
- ------------
* Represents less than .1% of outstanding shares.
(1) Does not include shares purchased by the ESOP or shares awarded to
participants in the RSP, if implemented, or under the Option Plan, if
implemented.
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RESTRICTIONS ON ACQUISITION OF THE COMPANY
A number of provisions of the Company's Certificate of Incorporation and
bylaws deal with matters of corporate governance and certain rights of
shareholders. These provisions allow the Board of Directors flexibility to
analyze and consider corporate transactions in order to maximize benefits to
shareholders. However, they may also serve to prevent individual shareholders
from participating in a transaction if the Board does not deem the transaction
to be beneficial to shareholders, even if individual shareholders desire to do
so. The following discussion is a general summary of certain provisions of the
Company's Certificate of Incorporation and Bylaws and certain other statutory
and regulatory provisions relating to stock ownership and transfers, the Board
of Directors and business combinations, which might be deemed to have a
potential "anti-takeover" effect. Such provisions may have the effect of
rendering the removal of the current Board of Directors of the Company more
difficult. The following description of certain of the provisions of the
Certificate of Incorporation and bylaws of the Company is necessarily general
and reference should be made in each case to such Certificate of Incorporation
and bylaws, which are incorporated herein by reference. See "ADDITIONAL
INFORMATION" for instructions on how to obtain a copy of these Prospectus.
Limitation on Voting Rights. The Certificate of Incorporation of the
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 any vote in respect of the
shares held in excess of the Limit. In addition, no person may directly or
indirectly offer to acquire or acquire the beneficial ownership of more than 10%
of any class of equity securities of the Company. Beneficial ownership is
determined pursuant to Rule 13d-3 of the General Rules and Regulations
promulgated pursuant to the Exchange Act, and includes shares beneficially owned
by such person or any of his affiliates (as defined in the Certificate of
Incorporation), shares which such person or his affiliates 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, but
shall not include shares beneficially owned by the benefit plans of the Board or
directors, officers and employees of the Bank or the Company as a group or
shares that are subject to a revocable proxy and that are not otherwise
beneficially owned, or deemed by the Company to be beneficially owned, by such
person and his affiliates. The Certificate of Incorporation of the Company
further provides that this provision limiting voting rights may only be amended
upon the vote of 80% of the outstanding shares of voting stock (after giving
effect to the limitation on voting rights).
Board of Directors. The Board of Directors of the Company is divided into
three classes, each of which shall contain approximately one-third of the whole
number of members of the Board. Each class shall serve a staggered term, with
approximately one-third of the total number of directors being elected each
year. The Company's Certificate of Incorporation
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and bylaws provide that the size of the Board shall be determined by a majority
of the directors. The Certificate of Incorporation and the bylaws provide that
any vacancy occurring in the Board, including a vacancy resulting from death,
resignation, retirement, disqualification, removal from office or other cause,
shall be filled for the remainder of the unexpired term exclusively by a
majority vote of the directors then in office. The classified Board is intended
to provide for continuity of the Board of Directors and to make it more
difficult and time consuming for a shareholder group to fully use its voting
power to gain control of the Board of Directors without the consent of the
incumbent Board of Directors of the Company. The Certificate of Incorporation of
the Company provides that a director may be removed from the Board of Directors
prior to the expiration of his term only for cause, upon the vote of 80% of the
outstanding shares of voting stock. Further, if the director reaches normal
retirement age, and is no longer regularly employed in his trade profession or
business, he shall be deemed to have retired from the Board as well within 120
days of such retirement. Directors who have not reached normal retirement age
and who intend to resume their trade profession or business are not deemed to
have retired from the Board. Directors who were directors of the Company at the
time of its incorporation are not covered by this provision.
In the absence of these provisions, the vote of the holders of a majority
of the shares could remove the entire Board, with or without cause, and replace
it with persons of such holders' choice.
Cumulative Voting, Special Meetings and Action by Written Consent. The
Certificate of Incorporation does not provide for cumulative voting for any
purpose. Moreover, special meetings of shareholders of the Company may be called
only by the Board of Directors of the Company. The Certificate of Incorporation
also provides that any action required or permitted to be taken by the
shareholders of the Company may be taken only at an annual or special meeting
and prohibits shareholder action by written consent in lieu of a meeting.
Authorized Shares. The Certificate of Incorporation authorizes the issuance
of 3,000,000 shares of Common Stock and 500,000 shares of preferred stock. The
shares of Common Stock and preferred stock were authorized in an amount greater
than that to be issued pursuant to the Conversion to provide the Company's Board
of Directors with as much flexibility as possible to effect, among other
transactions, financings, acquisitions, stock dividends, stock splits and
employee stock options. However, these additional authorized shares may also be
used by the Board of Directors consistent with its fiduciary duty to deter
future attempts to gain control of the Company. The Board of Directors also has
sole authority to determine the terms of any one or more series of Preferred
Stock, including voting rights, conversion rates, and liquidation preferences.
As a result of the ability to fix voting rights for a series of Preferred Stock,
the Board has the power, to the extent consistent with its fiduciary duty, to
issue a series of Preferred Stock to persons friendly to management in order to
attempt to block a post-tender offer merger or other transaction by which a
third party seeks
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control, and thereby assist management to retain its position. The Company's
Board of Directors currently has no plans for the issuance of additional shares
upon the exercise of stock options.
Shareholder Vote Required to Approve Business Combinations with Principal
Shareholders. The Certificate of Incorporation requires the approval of the
holders of at least 80% of the Company's outstanding shares of voting stock to
approve certain "Business Combinations," as defined therein, and related
transactions. Under Delaware law, absent this provision, Business Combinations,
including mergers, consolidations and sales of all or substantially all of the
assets of a corporation must, subject to certain exceptions, be approved by the
vote of the holders of only a majority of the outstanding shares of Common Stock
of the Company and any other affected class of stock. Under the Certificate of
Incorporation, at least 80% approval of shareholders is required in connection
with any transaction involving an Interested Shareholder (as defined below)
except (i) in cases where the proposed transaction has been approved in advance
by a majority of those members of the Company's Board of Directors who are
unaffiliated with the Interested Shareholder and were directors prior to the
time when the Interested Shareholder became an Interested Shareholder or (ii) if
the proposed transaction meets certain conditions set forth therein which are
designed to afford the shareholders a fair price in consideration for their
shares in which case, if a shareholder vote is required, approval of only a
majority of the outstanding shares of voting stock would be sufficient. The term
"Interested Shareholder" is defined to include any individual, corporation,
partnership or other entity (other than the Company or its subsidiary) which
owns beneficially or controls, directly or indirectly, 15% or more of the
outstanding shares of voting stock of the Company. This provision of the
Certificate of Incorporation applies to any "Business Combination," which is
defined to include (i) any merger or consolidation of the Company or any of its
subsidiaries with or into any Interested Shareholder or Affiliate (as defined in
the Certificate of Incorporation) of an Interested Shareholder; (ii) any sale,
lease, exchange, mortgage, pledge, transfer, or other disposition to or with any
Interested Shareholder or Affiliate of 10% or more of the assets of the Company
or combined assets of the Company and its subsidiary; (iii) the issuance or
transfer to any Interested Shareholder or its Affiliate by the Company (or any
subsidiary) of any securities of the Company in exchange for any assets, cash or
securities the value of which equals or exceeds 10% of the fair market value of
the Common Stock of the Company; (iv) the adoption of any plan for the
liquidation or dissolution of the Company proposed by or on behalf of any
Interested Shareholder or Affiliate thereof and (v) any reclassification of
securities, recapitalization, merger or consolidation of the Company which has
the effect of increasing the proportionate share of Common Stock or any class of
equity or convertible securities of the Company owned directly or indirectly by
an Interested Shareholder or Affiliate thereof.
Amendment of Certificate of Incorporation and Bylaws. Amendments to the
Company's Certificate of Incorporation must be approved by a majority vote of
its Board of Directors and also by a majority of the outstanding shares of its
voting stock; provided, however, that an affirmative vote of at least 80% of the
outstanding voting stock entitled to
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vote (after giving effect to the provision limiting voting rights) is required
to amend or repeal certain provisions of the Certificate of Incorporation,
including the provision limiting voting rights, the provisions relating to
approval of certain business combinations, calling special meetings, the number
and classification of directors, director and officer indemnification by the
Company and amendment of the Company's bylaws and Certificate of Incorporation.
The Company's bylaws may be amended by its Board of Directors, or by the vote of
a majority of the shares present in person or by proxy and entitled to a vote at
any annual or special meeting except for those instances where the Certificate
of Incorporation requires a vote of 80% of the total votes eligible to be voted
at a duly constituted meeting of shareholders for amendment.
Certain Bylaw Provisions. The Bylaws of the Company also require a
shareholder who intends to nominate a candidate for election to the Board of
Directors, or to raise new business at a shareholder meeting to give at least
120 days advance notice to the Secretary of the Company. The notice provision
requires a shareholder who desires to raise new business to provide certain
information to the Company concerning the nature of the new business, the
shareholder and the shareholder's interest in the business matter. Similarly, a
shareholder wishing to nominate any person for election as a director must
provide the Company with certain information concerning the nominee and the
proposing shareholder.
Benefit Plans. In addition to the provisions of the Company's certificate
and bylaws described above, certain benefit plans of ours adopted in connection
with the Conversion contain provisions which also may discourage hostile
takeover attempts which the boards of directors might conclude are not in the
best interests for us or our stockholders. For a description of the benefit
plans and the provisions of such plans relating to changes in control, see
"MANAGEMENT OF NINTH WARD SAVINGS BANK -- Proposed Future Stock Benefit Plans."
Regulatory Restrictions. 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, OTS regulations prohibit 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% shall not be counted as shares entitled to vote and shall not be
voted by any person or counted as voting shares in connection with any matter
submitted to a vote of stockholders.
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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, 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. Control in this context means ownership of, control of, or
holding proxies representing more than 25% of the voting shares of a savings
association or the power to control in any manner the election of a majority of
the directors of such institution.
Federal law also provides that no "person," acting directly or indirectly
or through or in concert with one or more other persons, may acquire control of
a savings association unless at least 60 days prior written notice has been
given to the OTS and the OTS has not objected to the proposed acquisition.
Control is defined for this purpose as the power, directly or indirectly, to
direct the management or policies of a savings association or to vote more than
25% of any class of voting securities of a savings association. Under federal
law (as well as the regulations referred to below) the term "savings
association" includes state-chartered and federally chartered SAIF-insured
institutions, federally chartered savings and loans and savings banks whose
accounts are insured by the FDIC and holding companies thereof.
Federal regulations require that, prior to obtaining control of an insured
institution, a person, other than a company, must give 60 days notice to the OTS
and have received no OTS objection to such acquisition of control, and a company
must apply for and receive OTS approval of the acquisition. Control, involves a
25% voting stock test, control in any manner of the election of a majority of
the institution'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 an institution's voting stock, if the acquiror also is subject
to any one of either "control factors," constitutes a rebuttable determination
of control under the regulations. 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 after the
effective date of the regulations 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.
Delaware Corporate Law
In addition, the state of Delaware has a statute designed to provide
Delaware corporations such as the Company with additional protection against
hostile takeovers. The takeover statute, which is codified in Section 203 of the
Delaware General Corporation law
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("Section 203"), is intended to discourage certain takeover practices by
impeding the ability of a hostile acquiror to engage in certain transactions
with the target company.
In general Section 203 provides that a "Person" (as defined therein) who
owns 15% or more of the outstanding voting stock of a Delaware corporation (an
"Interested Shareholder") may not consummate a merger or other business
combination transaction with such corporation at any time during the three-year
period following the date such "Person" became an Interested Shareholder. The
term "business combination" is defined broadly to cover a wide range of
corporate transactions including mergers, sales of assets, issuances of stock,
transactions with subsidiaries and the receipt of disproportionate financial
benefits.
The statute exempts the following transactions from the requirements of
Section 203: (i) any business combination if, prior to the date a person became
an Interested Shareholder, the Board of Directors approved either the business
combination or the transaction which resulted in the shareholder becoming an
Interested Shareholder; (ii) any business combination involving a person who
acquired at least 85% of the outstanding voting stock in the transaction in
which he became an Interested Shareholder, with the number of shares outstanding
calculated without regard to those shares owned by the corporation's directors
who are also officers and by certain employee stock plans; (iii) any business
combination with an Interested Shareholder that is approved by the Board of
Directors and by a two-thirds vote of the outstanding voting stock not owned by
the Interested Shareholder; and (iv) certain business combinations that are
proposed after the corporation had received other acquisition proposals and
which are approved or not opposed by a majority of certain continuing members of
the Board of Directors. A corporation 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 Section 203. At the present time, the
Board of Directors does not intend to propose any such amendment.
DESCRIPTION OF CAPITAL STOCK OF THE COMPANY
The Company is authorized to issue 3,000,000 shares of the Common Stock,
$0.01 par value per share, and 500,000 shares of serial preferred stock, $0.01
par value per share. The Company currently expects to issue up to 1,006,000
shares of Common Stock in the Conversion.
Dividends. The Company can pay dividends if and when declared by its Board
of Directors. See "DIVIDEND POLICY" and "REGULATION." The holders of Common
Stock of the Company will be entitled to receive and share equally in such
dividends as may be declared by the Board of Directors of the Company out of
funds legally available therefor. If the Company issues preferred stock, the
holders thereof may have a priority over the holders of the Common Stock with
respect to dividends.
119
<PAGE>
The Company does not intend to issue any shares of serial preferred stock
in the Conversion, nor are there any present plans to issue such preferred stock
following the Conversion. The aggregate par value of the issued shares will
constitute the capital account of the Company. The balance of the purchase price
will be recorded for accounting purposes as additional paid-in capital. See
"CAPITALIZATION." The capital stock of the Company will represent
nonwithdrawable capital and will not be insured by us, the FDIC, or any other
government agency.
Common Stock
Voting Rights. Each share of the Common Stock will have the same relative
rights and will be identical in all respects with every other share of the
Common Stock. The holders of the Common Stock will possess exclusive voting
rights in the Company, except to the extent that shares of serial preferred
stock issued in the future may have voting rights, if any. Each holder of the
Common Stock will be entitled to only one vote for each share held of record on
all matters submitted to a vote of holders of the Common Stock and will not be
permitted to cumulate their votes in the election of the Company's directors.
Each share of the Company's Common Stock will have the same relative rights
as, and will be identical in all respects with, each other share of Common
Stock. Upon payment of the purchase price for the Common Stock all such stock
will be duly authorized, fully paid and nonassessable.
Liquidation. In the unlikely event of the complete liquidation or
dissolution of the Company, the holders of the Common Stock will be entitled to
receive all assets of the Company available for distribution in cash or in kind,
after payment or provision for payment of (i) all debts and liabilities of the
Company (including all deposits with us and accrued interest thereon); (ii) any
accrued dividend claims; (iii) liquidation preferences of any serial preferred
stock which may be issued in the future; and (iv) any interests in the
liquidation account established upon the Conversion for the benefit of Eligible
Account Holders and Supplemental Eligible Account Holders who continue to have
their deposits with us.
Restrictions on Acquisition of the Common Stock. See "RESTRICTIONS ON
ACQUISITION OF THE COMPANY" for a discussion of the limitations on acquisition
of shares of the Common Stock.
Other Characteristics. Holders of the Common Stock will not have preemptive
rights with respect to any additional shares of the Common Stock which may be
issued. Therefore, the Board of Directors may sell shares of capital stock of
the Company without first offering such shares to existing stockholders of the
Company. The Common Stock is not subject to call for redemption.
120
<PAGE>
Issuance of Additional Shares. Except in the Subscription and Community
Offerings and possibly pursuant to the RSP or Option Plan, the Company has no
present plans, proposals, arrangements or understandings to issue additional
authorized shares of the Common Stock. In the future, the authorized but
unissued and unreserved shares of the Common Stock will be available for general
corporate purposes, including, but not limited to, possible issuance: (i) as
stock dividends; (ii) in connection with mergers or acquisitions; (iii) under a
cash dividend reinvestment or stock purchase plan; (iv) in a public or private
offering; or (v) under employee benefit plans. See "RISK FACTORS -- Possible
Dilutive Effect of RSP and Stock Options and Effect of Purchases by the RSP and
ESOP" and "PRO FORMA DATA." Normally no stockholder approval would be required
for the issuance of these shares, except as described herein or as otherwise
required to approve a transaction in which additional authorized shares of the
Common Stock are to be issued.
For additional information, see "DIVIDENDS," "REGULATION" and "TAXATION"
with respect to restrictions on the payment of cash dividends; and "RESTRICTIONS
ON ACQUISITION OF THE COMPANY" for information regarding restrictions on
acquiring Common Stock of the Company.
Serial Preferred Stock
None of the 500,000 authorized shares of serial preferred stock of the
Company will be issued in the Conversion. After the Conversion is completed, the
Board of Directors of the Company will be authorized to issue serial preferred
stock and to fix and state voting powers, designations, preferences or other
special rights of such shares and the qualifications, limitations and
restrictions thereof, subject to regulatory approval but without stockholder
approval. If and when issued, the serial preferred stock is likely to rank prior
to the Common Stock as to dividend rights, liquidation preferences, or both, and
may have full or limited voting rights. The Board of Directors, without
stockholder approval, can issue serial preferred stock with voting and
conversion rights which could adversely affect the voting power of the holders
of the Common Stock. The Board of Directors has no present intention to issue
any of the serial preferred stock.
LEGAL AND TAX MATTERS
The legality of the Common Stock has been passed upon for us by Peabody &
Brown, Washington, D.C. Certain legal matters for Trident will be passed upon by
Elias, Matz, Tiernan & Herrick, L.L.P., Washington, D.C. The federal income tax
consequences of the Conversion have been passed upon for us by Peabody & Brown,
Washington, D.C. The Delaware income tax consequences of the Conversion have
been passed upon for us by Young, Conaway, Stargatt & Taylor.
121
<PAGE>
EXPERTS
The financial statements of Ninth Ward Savings Bank as of and for the years
ended December 31, 1996 and 1995 included in this Prospectus have been audited
by Deloitte & Touche, LLP, independent auditors, as set forth in their report
appearing herein, and have been so included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
FinPro has consented to the publication herein of a summary of its letters
to Ninth Ward Savings Bank setting forth its opinion as to the estimated pro
forma market value of us in the converted form and its opinion setting forth the
value of subscription rights and to the use of its name and statements with
respect to it appearing in this Prospectus.
REGISTRATION REQUIREMENTS
The Common Stock of the Company will be registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to completion of the Conversion. The Company will be subject to the
information, proxy solicitation, insider trading restrictions, tender offer
rules, periodic reporting and other requirements of the SEC under the Exchange
Act. The Company may not deregister the Common Stock under the Exchange Act for
a period of at least three years following the Conversion.
ADDITIONAL INFORMATION
The Company and Ninth Ward Savings Bank are not currently subject to the
informational requirements of the Exchange Act.
The Company has filed with the SEC a registration statement on Form SB-2
under the Securities Act of 1933, as amended, with respect to the Common Stock
offered in this Prospectus. 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 SEC also maintains an internet address ("Web site")
that contains reports, proxy and information statements and other information
regarding registrants, including the Company, that file electronically with the
SEC. The address for this Web site is "http://www.sec.gov."
122
<PAGE>
Ninth Ward Savings Bank 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 office of the OTS, 1700 G
Street, N.W., Washington, D.C. 20552 and at the Northeast Regional Office of the
OTS, 10 Exchange Place, 18th Floor, Jersey City, NJ 07302 without charge.
A copy of the Certificate and the Bylaws of the Company are available
without charge from Ninth Ward Savings Bank by contacting the Corporate
Secretary at (302) 421-9090.
123
<PAGE>
INDEX TO FINANCIAL STATEMENTS OF
NINTH WARD SAVINGS BANK, FSB
Independent Auditors Report .............................................. F-1
Statements of Financial Condition as of December 31,
1996 and 1995 and (unaudited) June 30, 1997 .............................. F-2
Statements of Operations:
- -------------------------
For the years ended December 31, 1996 and 1995 and
(unaudited) for the six month periods ended June 30,
1997 and 1996 .......................................................... F-3
Statements of Changes in Retained Earnings:
- -------------------------------------------
For the years ended December 31, 1996 and 1995 and
(unaudited) for the six month periods ended June 30,
1997 and 1996 .......................................................... F-4
Statements of Cash Flows:
- -------------------------
For the years ended December 31, 1996 and 1995 and
(unaudited) for the six month periods ended June 30,
1997 and 1996 .......................................................... F-5
Notes to Financial Statements: ........................................... F-6
The financial statements of Delaware First Financial Corporation are not
provided since the entity is not an operating company and has not been engaged
in any significant business to date.
124
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Ninth Ward Savings Bank, FSB:
We have audited the accompanying statements of financial condition of Ninth Ward
Savings Bank, FSB (the "Bank") as of December 31, 1996 and 1995, and the related
statements of operations, changes in retained earnings, and cash flows for the
years then ended. These financial statements are the responsibility of the
Bank'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, such financial statements present fairly, in all material
respects, the financial position of Ninth Ward Savings Bank, FSB at December 31,
1996 and 1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Philadelphia, Pennsylvania
March 7, 1997 (May 21, 1997 as to Note 10)
F-1
<PAGE>
NINTH WARD SAVINGS BANK, FSB
STATEMENTS OF FINANCIAL CONDITION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
June 30, ------------------
ASSETS 1997 1996 1995
- ------ ---- ---- ----
(Unaudited)
<S> <C> <C> <C>
Cash and cash equivalents ............ $ 2,838,215 $ 2,643,452 $ 1,060,856
Investment securities held to maturity
(fair value - $11,449,156) .......... 11,488,192
Investment securities available for
sale (amortized cost - 1997,
$5,998,746; 1996, $6,494,860) ....... 5,992,005 6,475,800
Mortgage-backed securities held to
maturity (fair value - $705,680) .... 698,669
Mortgage-backed securities available
for sale (amortized cost - 1997,
$188,666; 1996, $200,666) ........... 190,414 203,147
Loans receivable-net ................. 92,919,385 98,042,118 78,835,306
Loans held for sale .................. 5,547,674 1,020,000
Federal Home Loan Bank stock -
at cost ............................. 1,332,500 1,500,000 727,500
Accrued interest receivable:
Loans ............................... 999,064 975,244 664,189
Investments ......................... 94,666 93,526 180,304
Mortgage-backed securities .......... 1,111 1,171 3,886
Office property and equipment, net ... 1,983,423 2,020,957 2,103,463
Prepaid expenses and other assets .... 86,527 66,012 75,166
Prepaid income taxes ................. 63,564 166,850
Mortgage servicing rights ............ 322,533 317,435 297,969
Deferred taxes taxes ................. 173,618 177,506 221,704
------------ ------------ ------------
TOTAL ASSETS ......................... $112,544,699 $112,683,218 $ 97,377,204
============ ============ ============
LIABILITIES AND RETAINED EARNINGS
Liabilities:
Deposits............................. $ 78,351,363 $ 78,408,793 $ 81,522,249
Advances from Federal Home Loan Bank 25,200,000 25,900,000 7,950,000
Advances by borrowers for taxes
and insurance....................... 1,879,033 812,569 652,533
Accrued interest payable............. 276,461 265,764 220,553
Accrued income taxes................. 135,890
Accounts payable and accrued expenses 750,900 1,338,503 833,073
------------ ------------ -------------
Total liabilities.................. 106,457,757 106,725,629 91,314,298
Commitments and contingencies
Retained earnings
(partially restricted)............... 6,090,170 5,968,365 6,062,906
Unrealized losses on available for
sale securities, net of tax.......... (3,228) (10,776)
----------- ----------- ------------
Total retained earnings............. 6,086,942 5,957,589 6,062,906
----------- ----------- ------------
TOTAL LIABILITIES AND
RETAINED EARNINGS.................... $ 112,544,699 $ 112,683,218 $97,377,204
============= ============= ===========
</TABLE>
See notes to financial statements.
F-2
<PAGE>
NINTH WARD SAVINGS BANK, FSB
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six-Month Period Ended Year Ended
June 30, December 31,
------------------------ --------------------------
1997 1996 1996 1995
---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest on loans ................ $ 3,797,982 $ 3346,748 $ 7,092,065 $ 6,408,566
Interest on mortgage-backed
securities ...................... 6,821 22,141 38,982 40,336
Interest and dividends on
investments ..................... 267,555 393,758 791,062 843,845
----------- ----------- ----------- -----------
Total interest income ......... 4,072,358 3,762,647 7,922,109 7,292,747
----------- ----------- ----------- -----------
INTEREST EXPENSE:
Deposits ......................... 2,196,245 2276,637 4,497,657 4,351,008
Federal Home Loan Bank
advances ........................ 780,646 364,473 1,252,482 704,133
----------- ----------- ----------- -----------
Total interest expense ......... 2,976,891 2,641,110 5,750,139 5,055,141
----------- ----------- ----------- -----------
NET INTEREST INCOME ............... 1,095,467 1,121,537 2,171,970 2,237,606
PROVISION FOR LOAN LOSSES ......... 10,000 26,000 47,000 5,000
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES ........ 1,085,467 1,095,537 2,124,970 2,232,606
----------- ----------- ----------- -----------
OTHER INCOME:
Service fees ..................... 47,563 98,840 189,604 51,700
Gain on sale of loans ............ 16,632 48,766 68,629 438,970
Realized market adjustment
on loans ........................ 10,691 11,060
Other ............................ 10,027 9,664 46,543 18,469
----------- ----------- ----------- -----------
Total other income ............. 84,913 157,270 304,776 520,199
----------- ----------- ----------- -----------
OTHER EXPENSES:
Salaries and employee benefits ... 477,953 511,016 916,635 941,086
Advertising ...................... 101,210 142,024 202,825 169,170
Federal insurance premiums ....... 15,265 94,053 187,057 171,097
SAIF Special Assessment .......... 491,992
Occupancy expense ................ 101,425 135,238 214,968 236,687
Data processing expense .......... 69,761 65,703 121,121 103,178
Directors fees ................... 53,738 57,046 105,817 99,036
Other general and administrative
expenses ........................ 141,223 176,881 352,872 347,957
----------- ----------- ----------- -----------
Total other expenses .......... 960,575 1,181,961 2,593,287 2,068,211
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE PROVISION
(BENEFIT) FOR INCOME TAXES ....... 209,805 70,846 (163,541) 684,594
----------- ----------- ----------- -----------
PROVISION BENEFIT FOR INCOME TAXES:
Current .......................... 88,000 30,000 (119,000) 214,670
----------- ----------- ----------- -----------
Deferred ......................... 50,000 50,000
----------- ----------- ----------- -----------
Total provision (benefit) for
income taxes ................. 88,000 30,000 (69,000) 264,670
----------- ----------- ----------- -----------
NET INCOME (LOSS) ................. $ 121,805 $ 40,846 $(94,541) $419,924
=========== =========== =========== ===========
</TABLE>
See notes to financial statements
F-3
<PAGE>
NINTH WARD SAVINGS BANK, FSB
STATEMENTS OF CHANGES IN RETAINED EARNINGS
- --------------------------------------------------------------------------------
Unrealized
Losses on
Available Total
Retained for Sale Retained
Earnings Securities Earnings
-------- ---------- --------
BALANCE, JANUARY 1, 1995 .............. $ 5,642,982 $ 5,642,982
Net income for the year ended
December 31, 1995 ................... 419,924 419,924
----------- -----------
BALANCE, DECEMBER 31, 1995 ............ 6,062,906 6,062,906
Net loss for the year ended
December 31, 1996 ................... (94,541) (94,541)
Unrealized losses on available
for sale securities, net of tax .... $(10,776) (10,776)
----------- --------- ----------
BALANCE, DECEMBER 31, 1996 ............ 5,968,365 (10,776) 5,957,589
Net income for the six-month
period ended June 30, 1997
(unaudited) .......................... 121,805 121,805
Change in unrealized losses
an available for sale securities,
net of tax (unaudited) .............. 7,548 7,548
----------- --------- ---------
BALANCE, JUNE 30, 1997 1997 (UNAUDITED) $ 6,090,170 $(3,228) $6,086,942
=========== ========= =========
See notes to financial statements.
F-4
<PAGE>
NINTH WARD SAVINGS BANK, FSB
STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six-Month Period Ended Year Ended
June 30, December 31,
-------------------------- -------------------------------
1997 1996 1996 1995
---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) ............... $ 121,805 $ 40,846 $ (94,541) 5,419,924
Adjustments to reconcile
net income (loss) to net
cash (used in) provided by
operating activities:
Depreciation ................... 58,079 93,959 121,751 164,780
Provision for loan losses .... 10,000 26,000 47,000 5,000
Gain on sale of investment
and mortgage-backed
securities .................. (6,925)
Gain on sale of loans ........ (12,144) (16,727) (68,629) (438,970)
Realized market adjustment
on loans .................... (19,439) (11,060)
Amortization of:
Deferred loan fees .......... (40,988) (7l,159) (130,226) (126,475)
Discount on investment and
mortgage-backed securities .. (4,048) (3,803) (8,827) (6,782)
Changes in assets and
liabilities which provided
(used) cash:
Accrued interest receivable .. (24,900) (250,824) (221,562) (170,295)
Mortgage servicing rights .... (5,098) 58,868 (19,466) (297,969)
Prepaid expenses and other
assets ...................... (20,515) (2,230) 9,153 (7,296)
Accrued interest payable ..... 10,697 (46,108) 45,211 (24,932)
Accounts payable and
accrued expenses ............ (587,603) 177,515 505,430 28,720
Income taxes ................. 103,286 (340,140) (252,740) 452,205
Deferral of loan fees ........ 57,420 179,484 379,572 564,350
------------ ------------ ------------ ------------
Net cash (used in) provided
by operating activities ... (353,448) (154,319) 305,201 551,200
------------ ------------ ------------ ------------
INVESTING ACTIVITIES
Proceeds from sale of investments
held to maturity ............... 2,996,406
Proceeds from maturity of
investments .................... 500,000 3,999,844 6,998,205 7,500,000
Principal collected on long-term
loans and mortgage-backed
securities ..................... 6,463,211 8,010,488 15,576,441 9,865,735
Long-term loans originated ...... (7,999,170) (20,587,053) (38,236,036) (47,296,058)
Proceeds from sale of loans ..... 1,128,181 1,013,297 4,407,397 29,869,979
Proceeds from sale of
mortgage-backed securities
held to maturity ............... 346,427
Sale of Federal Home Loan
Bank stock .................... 277,300 28,200 263,200 25,700
Purchase of Federal Home
Loan Bank stock .............. (109,800) (435,700) (1,035,700) (104,400)
Purchase of investments ........ (3,997,375) (4,996,281) (6,997,017)
Proceeds from sale of real
estate owned .................. 63,000
Purchases of premises and
equipment ..................... (20,545) (13,304) (39,244) (62,167)
------------ ------------ ------------ ------------
Net cash provided
by (used in) investing
activities ................ 239,177 (11,981,603) (13,719,185) (7,135,228)
------------ ------------ ------------ ------------
FINANCING ACTIVITIES:
Net (decrease) increase in
deposits ....................... (57,430) (2,135,009) (3,113,456) 11,025,699
Increase in advances by
borrowers for taxes and
insurance ...................... 1,066,464 1,125,935 160,036 123,382
Proceeds from Federal Home
Loan Bank advances ............. 38,345,726 41,031,957 79,119,823 26,950,000
Repayments of Federal Home
Loan Bank advances ............ (39,045,726) (26,281,957) (61,169,823) (31,900,000)
------------ ------------ ------------ ------------
Net cash provided by
financing activities ........ 309,034 13,740,926 14,996,580 6,199,081
------------ ------------ ------------ ------------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ....... 194,763 1,605,004 1,582,596 (384,947)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD ............. 2,643,452 1,060,856 1,060,856 1,445,803
------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD ................... $ 2,838,215 $ 2,665,860 $ 2,643,452 $ 1,060,856
============ ============ ============ ============
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash paid during the period
for:
Interest ...................... $ 2,966,194 $ 2,687,219 $ 5,704,928 $ 5,080,072
============ ============ ============ ============
Income taxes .................. $ 9,978 $ 310,140 $ 310,140 $ 31,018
============ ============ ============ ============
</TABLE>
See notes to financial statements
F-5
<PAGE>
NINTH WARD SAVINGS BANK, FSB
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995 AND
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
1. NATURE OF OPERATIONS
Ninth Ward Savings Bank, FSB (the "Bank") is a federally chartered savings
and loan association. The Bank is a member of the Federal Home Loan Bank
System and has its savings accounts insured to the applicable limits by the
Federal Deposit Insurance Corporation ("FDIC").
The Bank's primary market is concentrated in New Castle County, Delaware,
to which it offers mainly conventional residential real estate loans on new
and existing properties and mortgage refinancing. Since 1994, the Bank has
been active in offering equity lines of credit.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates in the Preparation of Financial Statements - The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and Liabilities and disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the
reporting period. Actual results could differ from those estimates.
Interim Unaudited Financial Statements - The financial statements as of
June 30, 1997 and for the six-month periods ended June 30, 1997 and 1996
are unaudited, but in management's opinion, reflect all normal and
reoccurring adjustments necessary for a fair presentation.
Interest on Loans - The Bank recognizes interest on loans when earned. The
Bank does not recognize interest on loans deemed to be uncollectible,
generally when a loan is three months or more delinquent. Such interest
ultimately collected is credited to income in the period of recovery.
Investment and Mortgage-Backed Securities - The Bank accounts for debt and
equity securities as follows:
Held to Maturity - Debt securities that management has the positive
intent and ability to hold until maturity are classified as held to
maturity and are carried at their remaining unpaid principal balance,
net of unamortized premiums or unaccreted discounts. Premiums are
amortized and discounts are accreted using the interest method over
the period remaining until maturity.
Available for Sale - Debt and equity securities that will be held for
indefinite periods of time, including securities that may be sold in
response to changes in market interest or prepayment rates, needs for
liquidity, and changes in the availability of and the yield of
alternative investments, are classified as available for sale. These
assets are carried at fair value. Fair value is determined using
published quotes as of the close of business. Unrealized gains and
losses are excluded from earnings and are reported net of tax as a
separate component of retained earnings until realized.
F-6
<PAGE>
Office Property and Equipment - Office property and equipment is recorded
at cost. Depreciation is computed using either the straight-line method or
an accelerated method over the expected useful lives of the assets, ranging
from three to fifty years. The costs of maintenance and repairs are
expensed as they are incurred, and renewals and betterments are
capitalized.
Loan Fees - The Bank defers all loan fees, net of certain costs, and
accretes them into income over the contractual life of the loan using the
interest method.
Allowance for Loan Losses - 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 Bank'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.
The Bank has adopted Statement of Financial Accounting Standards ("SFAS")
Nos. 114 and 118, Accounting by Creditors for Impairment of a Loan and
Accounting by Creditors for Impairment of a Loan - Income Recognition and
Disclosures, respectively. SFAS No. 114 requires that certain impaired
loans be measured based either on the present value of expected future cash
flows discounted at the loan's effective interest rate, or the loan's
observable market price, or the fair value of the collateral if the loan is
collateral dependent.
Federal Home Loan Bank Advances - Periodically, the Bank borrows from the
Federal Home Loan Bank of Pittsburgh. These borrowings are collateralized
by Federal Home Loan Bank stock and qualified investments.
Income Taxes - Deferred income taxes are recognized for the tax
consequences of "temporary differences" by applying enacted statutory tax
rates applicable to future years to differences between the financial
statement carrying amounts and the tax bases of existing assets and
liabilities. The effect on deferred taxes of a change in tax rates is
recognized in income in the period that includes the enactment date.
Cash and Cash Equivalents - For purposes of reporting cash flows, cash and
cash equivalents include cash and interest-bearing accounts.
Interest Rate Risk - The Bank is principally engaged in the business of
attracting deposits from the general public and using these deposits,
together with borrowings and other funds, to make loans secured by real
estate and, to a lesser extent, consumer loans.
At December 31, 1996, the Bank had interest-earning assess of approximately
$108,885,000, haying a weighted average effective yield of 7.47% which have
a weighted average term to maturity greater than the interest-bearing
liabilities of approximately $104,309,000 having a weighted average
effective interest rate of 5.69%. At June 30, 1997, the Bank had interest
earring assets of approximately $108,820,000 having a weighted average
effective yield of 7.41% which have a weighted average term to maturity
greater than the interest-bearing liabilities of approximately $103,551,000
having a weighted average effective interest rate of 5.81%. The shorter
duration of the interest-sensitive liabilities indicates that the Bank is
exposed to interest rate risk because, in a rising rate environment,
liabilities will reprice faster than assets, thereby reducing the market
value of long-term assets and net interest income For this reason,
management regularly monitors the maturity structure of the Bank's assets
and liabilities in order to measure this risk and enact measures to manage
volatility of future interest rate movements.
F-7
<PAGE>
Mortgage Loans Held for Sale - The Bank originates mortgage loans for sale
in the secondary market to provide additional funds for lending. These
loans are carried at the lower of cost or market value, determined on a net
aggregate basis.
Real Estate Owned - Real estate properties acquired through, or in lieu of,
loan foreclosure are to be sold and are initially recorded at fair value at
the date of foreclosure establishing a new cost basis. After foreclosure,
valuations are periodically performed by management and the real estate is
carried at the lower of carrying amount or fair value less cost to sell.
Revenue and expenses from operations of foreclosed real estate and changes
in the valuation allowance are included in loss on foreclosed real estate.
Mortgage Servicing Rights - The Bank adopted SFAS No. 122, Accounting for
Mortgage Servicing Rights during 1995. The statement requires the Bank,
which services mortgage loans for others in return for servicing fees, to
recognize these servicing rights as assets, regardless if such assets were
acquired or originated. Additionally, the Bank is required to assess the
fair value of these assets at each reporting date to determine any
potential impairment.
Accounting Principles Issued and Not Adopted - In June 1996, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 125, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities. The statement, which is effective for transactions occurring
after December 31, 1996, requires an entity to recognize, prospectively,
the financial and servicing assets it controls and the liabilities it has
incurred, derecognize financial assets when control has been surrendered,
and derecognize liabilities when extinguished. It requires that servicing
assets and other retained interests in transferred assets be measured by
allocating the previous carrying amounts between the asset sold, if any,
and retained interest, if any, based on their relative fair values at the
date of transfer. It also provides implementation guidance for servicing of
financial assets, securitizations, loan syndications and participations and
transfers of receivables with recourse. The statement supersedes SFAS No.
122, Accounting for Mortgage Servicing Rights. In December 1996, the FASB
issued SFAS No. 127, Deferral of the Effective Date of Certain Provisions
of FASB Statement No. 125. SFAS No. 127 defers for one year the effective
date of Statement No. 125 as it relates to transactions involving secured
borrowings and collateral, and transfers and servicing of financial assets.
This statement also provides additional guidance on these types of
transactions. Management of the Bank does not believe the statement will
have a material impact on the Bank's results of operations or financial
position when adopted.
Reclassifications - Certain items in the 1995 and 1996 financial statements
have been reclassified to conform with the presentation in the 1997
financial statements.
F-8
<PAGE>
3. INVESTMENT SECURITIES
Investment securities are summarized as follows:
June 30, 1997
----------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Loss Fair Value
---------- ---------- ---------- -----------
Available for sale:
Debt securities:
Obligations of U. S.
Government agencies-
Due in one year or less..... $5,998,746 S4,193 $(10,934) $5,992,005
---------- ------ -------- ----------
Total.......................... $5,998,746 $4,193 $(10,934) $5,992,005
========== ====== ======== ==========
December 31, 1996
----------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Loss Fair Value
---------- ---------- ---------- -----------
Available for sale:
Debt securities:
Obligations of U.S.
Government agencies:
Due in one year or less..... $2,499,285 $4,520 $(10,870) $2,492,935
Due after one year through
five years................. 3,995,575 2,899 (15,609) 3,982,865
---------- ------ -------- ----------
Total.......................... $6,494,860 $7,419 $(26,479) $6,475,800
========== ====== ======== ==========
F-9
<PAGE>
December 31,1995
----------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Loss Fair Value
---------- ---------- ---------- -----------
Held to maturity:
Debt securities:
Obligations of U.S.
Government agencies:
Due in one year or less..... $ 5,499,715 $10,336 $(13,840) $ 5,496,211
Due after one year through
five years................. 5,988,477 16,459 (51,991) 5,952,945
----------- ------- -------- -----------
Total.......................... $11,488,192 $26,795 $(65,831) $11,449,156
Included in investment securities are step-up and floating rate bonds with
various U.S. Government agencies. At June 30, 1997, December 31, 1996 and
1995, the par value of these bonds was $1,500,000, $1,500,000 and
$3,500,000, respectively.
On November 29, 1996, the Bank sold investment securities with a book value
of $2,998,205 from the held to maturity portfolio resulting in a net loss
of $1,798. Included in these securities were investments with a book value
of $998,205 that had a maturity of April 17, 1997, which exceeded the
three-month example as discussed in SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities. The securities were sold in
order to achieve "well capitalized" regulatory capital levels as defined by
the Office of Thrift Supervision. As a result of the sale, the Bank
transferred all securities previously classified as held to maturity to
available for sale.
4. MORTGAGE-BACKED SECURITIES
Mortgage-backed securities are summarized as follows:
<TABLE>
<CAPTION>
June 30, 1997 December 31 1996
--------------------------------------- --------------------------------------
Gross Gross
Amortized Unrealized Approximate Amortized Unrealized Approximate
Cost Gain Fair Value Cost Gain Fair Value
--------- ---------- ----------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Availiable for sale-FHLMC
pass-through certificates..... $ 188,666 $ 1,748 $ 190,414 $ 200,666 $ 2,481 $ 203,147
========= ======= ========= ========= ======= =========
December 31, 1995
--------------------------------------
Gross
Amortized Unrealized Approximate
Cost Gain Fair Value
--------- ---------- -----------
Held to maturity-FHLMC
pass-through certificates..... $ 698,669 $ 7,011 $ 705,680
========= ======= =========
</TABLE>
In connection with the sale discussed in Note 3, the Bank sold
mortgage-backed securities with a book value of $335,918 from the held to
maturity portfolio resulting m a net gain of $8,723. Included in these
securites was a mortgage-backed security with a book value of $173,227 that
had a maturity of March 1, 1997 which exceeded three-month example. As a
result of the sale, the Bank transferred all mortgage-backed securities
previously classified as held to maturity to available for sale.
F-10
<PAGE>
5. LOANS RECEIVABLE
Loans receivable consist of the following:
December 31,
June 30, --------------------------
1997 1996 1995
----------- ----------- -----------
First mortgage loans (primarily
one to four-family residential).... $82,625,969 $87,918,256 $67,937,470
Loans on savings accounts........... 710,275 528,198 839,344
Home equity loans-fixed rate........ 7,942,666 8,082,865 8,387,260
Equity lines of credit-variable rate 2,963,299 2,823,273 2,753,989
----------- ----------- -----------
Total........................... 94,242,209 99,352,592 79,918,063
Less:
Allowance for loan losses......... (257,000) (247,000) (200,000)
Deferred loan fees................. (1,065,824) (1,063,474) (882,757)
----------- ----------- -----------
Total........................... $92,919,385 $98,042,118 $78,835,306
=========== =========== ===========
The Bank is servicing loans for the benefit of others totaling
approximately $53,286,000, $54,321,000 and $56,698,000 at June 30, 1997,
December 31, 1996 and 1995, respectively. Serving loans for others
generally consists of collecting mortgage payments, maintaining escrow
accounts, disbursing payments to investors and foreclosure processing. Loan
servicing income is recorded on the cash basis and includes servicing fees
from investors and certain charges collected from borrowers, such as late
payment fees. In connection with these loans serviced for others, the Bank
held borrowers' escrow balances of $710,679, $ 301,325 and $55,373 at June
30,1997, December 31,1996 and 1995, respectively.
At June 30,1997 and December 31,1996, the Bank had outstanding loan
origination commitments of $387,100 and $2,270,200, respectively, for fixed
and adjustable rate loans, with rates ranging from 6.50% to 7.75% and 6.75%
to 8.50%, respectively. These commitments are expected to be funded within
one year. Commitments are issued in accordance with the same loan policies
and underwriting standards as settled loans. Additionally, in November
1994, the Bank entered into an agreement with a community investment
company to purchase $250,000 of loans for low and moderate income housing
over the next three years. At June 30,1997, December 31,1996 and 1995, the
Bank had purchased $120,000, $64,000 and $46,000 of these loans,
respectively.
Certain directors and officers of the Bank have loans with the Bank. Such
loans were made in the ordinary course of business at the Bank's normal
credit terms, including interest rate and collateralization, and do not
represent more than a normal risk of collection. The following is a summary
of loans to these officers and directors:
December 31,
June 30, --------------------------
1997 1996 1995
----------- ----------- -----------
Balance, beginning of period........ $ 367,780 $ 394,195 $ 406,324
Additions........................... 59,300 34,000 25,000
Repayments.......................... (27,372) (60,415) (37,129)
--------- --------- ---------
Balance, end of period.......... $ 399,708 $ 367,780 $ 394,195
========= ========= =========
F-11
<PAGE>
The following is a summary changes in the allowance for loan losses:
Six-Month Period Ended Year Ended
June 30, December 31,
---------------------- ------------------
1997 1996 1996 1995
---- ---- ---- ----
Balance, beginning of period....... $247,000 $200,000 $200,000 $195,000
Provision charged to operations.... 10,000 26,000 47,000 5,000
-------- -------- -------- --------
Balance, end of period............. $257,000 $226,000 $247,000 $200,000
======== ======== ======== ========
Loans delinquent more than 90 days are placed on nonaccrual status.
Interest reserved from these loans amounted to $4,382, $3,123 and $4,351 at
June 30, 1997, December 31, 1996 and 1995, respectively.
The provision for loan losses charged to expense is based upon past loan
and loss experiences and an evaluation of estimated losses in the current
loan portfolio, including the evaluation of impaired loans under SFAS No.
114. A loan is considered to be impaired when, based upon current
information and events, it is probable that the Bank will be unable to
collect all amounts due according to the contractual terms of the loan. An
insignificant delay or insignificant shortfall in amount of payments does
not require application of SFAS No. 114. For this purpose, delays less than
90 days are considered to be insignificant. As of June 30, 1997, December
31, 1996 and 1995, 100% of the impaired loan balance was measured for
impairment based on the fair value of the loan's collateral. Impairment
losses are included in the provision for loan losses. SFAS No. 114 does not
apply to large groups of smaller balance homogeneous loans that are
collectively evaluated for impairment except for those loans restructured
under a troubled debt restructuring. At June 30, 1997, December 31, 1996
and 1995, the Bank's impaired loans consisted of smaller balance
residential mortgage loans.
Interest income on impaired loans other than nonaccrual loans is recognized
on an accrual basis. Interest income on nonaccrual loans is recognized only
as collected.
6. OFFICE PROPERTY AND EQUIPMENT
Office property and equipment is summarized by major classification as
follows:
June 30, Deccember 31,
---------- ----------------------
1997 1996 1995
---- ---- ----
Land and buildings........... $2,278,764 $2,278,764 $2,268,948
Furniture and equipment..... 976,264 955,720 926,291
---------- ---------- ----------
Total......................... 3,255,028 3,234,484 3,195,239
Accumulated deprecation....... (1,271,605) (1,213,527) (1,091,776)
---------- ---------- ----------
Net........................... $1,983,423 $2,020,957 $2,103,463
=========== ========== ==========
Depreciation expense totaled $ 58,079 and $93,959 for the six-month periods
ended June 30, 1997 and 1996, respectively, and $ 121,751 and $ 164,780 for
the years ended December 31, 1996 and 1995, respectively.
F-12
<PAGE>
7. MORTGAGE SERVICING RIGHTS
The Bank adopted SFAS No. 122 effective January 1, 1995. The effect of
adopting this new statement was an increase of approximately $300,000 to
gain on sale of loans on the 1995 statement of operations, and to mortgage
servicing rights on the 1995 statement of financial condition. For
potential impairment evaluation purposes, the market value of the servicing
portfolio was determined through independent valuation of the aggregate
portfolio.
The Bank's servicing portfolio for which mortgage servicing rights have
been capitalized in accordance with SFAS No. 122 at December 31,1996
consists of fixed rate, predominately conforming mortgage loans, as
follows:
Whole Loans Sold - $25,366,132 - interest rates range from 6.50% to
8.875%; original terms range from 180 to 360 months with a weighted
average coupon of 7.479%, weighted average remaining maturity of 346
months, and an average servicing fee of 0.25%.
Participations Sold - $5,416,805 - interest rates range from 6.75% to
8.00%; original terms range from 120 months to 240 months with a
weighted average coupon of 7.316%, weighted average passthrough rate
of 7.10%, and a weighted average remaining term of 167 months.
The Bank's servicing portfolio for which mortgage servicing rights have
been capitalized at June 30, 1997 consists of fixed rate, predominately
conforming mortgage loans, as follows:
Whole Loans Sold - $25,832,170 - interest rates range from 6.50% to
8.875%; original teens range from 180 to 360 months with a weighted
average coupon of 7.486%, weighted average remaining maturity of 346
months, and an average servicing fee of 0.25%.
Participations Sold - $5,234,976 - interest rates range from 6.75% to
8.00%, original terms range from 120 months to 240 months with a
weighted average coupon of 7.315%, weighted average pass-through rate
of 7.09% and a weighted average remaining term of 163 months.
Evaluation of potential impairment of the carrying value of mortgage
servicing rights is determined based upon market valuation of loans within
specified interest rate ranges. At June 30, 1997, December 31, 1996 and
1995, the fair value of mortgage servicing rights approximates its carrying
value. Mortgage servicing rights are amortized in proportion to projected
net servicing revenue.
F-13
<PAGE>
8. DEPOSITS
Deposits by stated type are summarized as follows:
December 31,
------------------------------------
June 30, 1997 1996 1995
------------------ ----------------- ----------------
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
Demand deposit accounts:
1997:2.05% $1,124,691 1.4%
1996-2.05% $ 881,302 1.1%
1995-2.05% $ 590,286 0.7%
Passbook accounts:
1997-4.14% 2,537,459 3.2
1996-4.14% 2,536,443 3.2
1995-4.14% 2,866,884 3.5
Money market deposit
accounts:
1997-3.37% 8,903,754 11.4
1996-3.35% 8,246,455 10.5
1995-2.91% 8,724,919 10.7
91-day to five-year money
market certificates:
1997-4.94%-8.33% 65,785,459 84.0
1996-4.82%-8.33% 66,744,593 85.2
1995-4.93%-8.33% 69,340,160 85.1
----------- ----- ----------- ----- ----------- -----
Total $78,351,363 100.0% $78,408,793 100.0% $81,522,249 100.0%
The weighted average cost of funds was 5.64%, 5.62% and 5.87% at June
30,1997, December 31, 1996 and 1995, respectively.
A summary of certificates by maturity is as follows:
June 30, December 31,
1997 1996
----------- ------------
Less than 1 year............. $44,199,404 $41,736,900
1 to 3 years................. 17,952,851 16,073,655
3 years or more.............. 3,633,204 8,934,038
----------- ------------
Total........................ $65,785,459 $66,744,593
=========== ============
F-14
<PAGE>
A summary of interest expense on savings accounts is as follows:
Six-Month Period Ended Year Ended
June 30, December 31,
---------------------- --------------------------
1997 1996 1996 1995
---- ---- ---- ----
Passbooks.............. $ 50,261 $ 56,024 $ 109,303 $ 132,819
Demand deposit
accounts.............. 9,246 6,466 14,534 11,262
Money market deposit
accounts.............. 142,588 140,579 281,797 329,419
Certificates........... 1,994,150 2,073,568 4,092,023 3,877,508
--------- --------- --------- ---------
Total $2,196,245 $2,276,637 $4,497,657 $4,351,008
========= ========= ========= =========
At June 30, 1997, the Bank had $14,320,000 of deposits in denominations of
$ 100,000 or more. Deposits in excess of $100,000 are not federally insured
The Bank does not accept brokered deposits.
9. ADVANCES FROM FEDERAL HOME LOAN BANK
Advances from the Federal Home Loan Bank consists of the following:
December 31,
June 30, -----------------------------------------
1997 1996 1995
------------------- ------------------ ---------------------
Weighted Weighted Weighted
Interest Interest Interest
Maturing Period Amount Rate Amount Rate Amount Rate
- --------------- ------ ---- ------ ---- ------ ----
Line of credit... $ 400,000 7.23% $1,850,000 6.05%
12 months
or less........ $11,100,000 5.96% 13,600,000 6.05 3,600,000 5.83
13 to 24 months.. 6,100,000 6.41 5,100,000 6.42 600,000 6.38
25 to 36 months.. 3,400,000 6.63 4,000,000 6.55 600,000 6.68
37 to 48 months.. 3,300,000 6.84 300,000 7.11 500,000 6.85
49 to 60 months.. 1,300,000 7.04 2,400,000 7.09 300,000 7.11
Thereafter 100,000 7.35 500,000 7.27
---------- --------- --------
Total $25,200,000 $25,900,000 $7,950,000
========== ========== =========
The weighted average interest rate for these advances at June 30, 1997,
December 31, 1996 and 1995 was 6.34%, 6.33% and 6.19%, respectively.
The advances are collateralized by Federal Home Loan Bank stock, qualified
investments and mortgage loans.
As of June 30, 1997 and December 31, 1996, the Bank had an unused line of
credit of $8,592,000 and $7,363,000, respectively, with the Federal Home
Loan Bank of Pittsburgh.
10. REGULATORY CAPITAL REQUIREMENTS
The Bank is subject to various regulatory capital requirements
admministered by federal and state banking agencies. Failure to meet
minimum capital requirements can initiate certain mandatory - and possibly
additional discretionary - actions by regulators that, if undertaken, could
have a direct material effect on the Bank's financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines that
involve quantitative measures of the Bank's assets, liabilities and certain
off-balance sheet items as calculated under regulatory
F-15
<PAGE>
accounting practices. The Bank's capital amounts and classifications are
also subject to qualitative judgments by the regulators about components,
risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios (set forth in the
table below) of tangible and core capital (as defined in the regulations)
to total adjusted assets (as defined), and of risk-based capital (as
defined) to risk-weighted assets (as defined). Management believes, as of
June 30, 1997 and December 31, 1996, that the Bank meets all capital
adequacy requirements to which it is subject.
The most recent notification from the Office of Thrift Supervision (OTS)
(as of September 30, 1996) categorized the Bank as adequately-capitalized
under the regulatory framework for prompt corrective action. To be
categorized as adequately-capitalized, the Bank must maintain minimum
tangible, core and risk-based ratios as set forth in the table. Since the
most recent notification from the OTS, the Bank's ratios have improved. As
a result, management believes that the Bank would be considered
well-capitalized by the OTS at December 31, 1996 and June 30, 1997.
The Bank's actual capital amounts (in thousands) and ratios are presented
in the table below:
To be Considered
Well Capitalized
Required for Under Prompt
Capital Adequacy Correction Action
Actual Purposes Provisions
-------------- ----------------- -----------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
AT June 30, 1997:
Tangible............ $6,058 5.38% $1,688 1.5% N/A N/A
Core (Leverage)..... 6,058 5.38 3,375 3.0 $5,626 5.0%
Tier 1 risk-based... 6,058 9.86 N/A N/A 3,687 6.0
Total risk-based.... 6,315 10.28 4,916 8.0 6,145 10.0
At December 31, 1996:
Tangible............ $5,926 5.26% $1,690 1.5% N/A N/A
Core (Leverage)..... 5,926 5.26 3,380 3.0 $5,633 5.0%
Tier 1 risk-based... 5,926 9.63 N/A N/A 3,693 6.0
Total risk-based.... 6,173 10.03 4,924 8.0 6,155 10.0
At December 31, 1995:
Tangible............ $6,033 6.19% $1,461 1.5% N/A N/A
Core (Leverage)..... 6,033 6.19 2,922 3.0 $4,870 5.0%
Tier 1 risk-based... 6,033 11.33 N/A N/A 3,196 6.0
Total risk-based.... 6,233 11.70 4,261 8.0 5,326 10.0
Retained earnings for financial statement purposes differs from actual
(leverage) capital amounts by $32,000, $42,000 and $30,000 at June 30,
1997, 1966 and 1995, respectively. This difference represents the unallowed
portion of mortgage servicing rights.
Under the framework, an adequately-capitalized bank's capital levels will
not allow the Bank to accept brokered deposits without prior approval from
regulators.
On May 21, 1997, the Bank entered into a supervisory agreement with the OTS
which requires the Bank to develop, adopt and in some cases modify, certain
policies and procedures relating to interest rate risk management,
improvement of operating performance and capital adequacy.
F-16
<PAGE>
It is management's opinion, based on the Bank's compliance with all
regulatory capital requirements and compliance with various agreements and
directives, that no further regulatory action will be taken and that no
adjustments to the financial statements will be required.
11. INCOME TAXES
In August 1996, the Small Business Job Protection Act (the "Act") was
signed into law. The Act repealed the percentage of taxable income method
of accounting for bad debts for thrift institutions effective for years
beginning after December 31, 1995. The Act will require the Bank, as of
January 1, 1996 to change its method of computing reserves for bad debts to
the experience method. The bad debt deduction allowable under this method
is available to small banks with assets less than $500 million. Generally,
this method will allow the Bank to deduct an annual addition to the reserve
for bad debts equal to the increase in the balance of the Bank's reserve
for bad debts at the end of the year to an amount equal to the percentage
of total loans at the end of the year, computed using the ratio of the
previous six years' net charge-offs divided by the sum of the previous six
years' total outstanding loans at year end.
A thrift institution required to change its method of computing reserves
for bad debts will treat such change as a change in a method of accounting
determined solely with respect to the "applicable excess reserves" of the
institution. The amount of the applicable excess reserves will be taken
into account ratably over a six-taxable year period, beginning with the
first taxable year beginning after December 31, 1995. The timing of this
recapture may be delayed for a two-year period provided certain residential
lending requirements are met. For financial reporting purposes, the Bank
will not incur any additional tax expense due to previously provided
deferred taxes. At December 31, 1996 under SFAS No. 109, deferred taxes
were provided on the difference between the book reserve at December 31,
1996 and the applicable excess reserve in the amount equal to the Bank's
increase in the tax reserve from December 31, 1987 to December 31, 1996.
Retained earnings at June 30, 1997, December 31, 1996 and 1995 includes
approximately $1,300,000 representing bad debt deductions for which no
deferred income taxes have been provided.
F-17
<PAGE>
Income tax expense consists of the following components
<TABLE>
<CAPTION>
Six-Months Ended June 30, Year Ended December 31,
--------------------------------------------------------------------- -----------------------------------
1997 1996 1996
--------------------------------- --------------------------------- -----------------------------------
Federal State Total Federal State Total Federal State Total
------- ----- ----- ------- ----- ----- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Current tax provision $ 72,000 $ 16,000 $ 88,000 $ 26,000 $ 4,000 $ 30,000 $ (96,200) $ (22,800) $(119,000)
Deferred tax provision 50,000 50,000
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Total ................ $ 72,000 $ 16,000 $ 88,000 $ 26,000 $ 4,000 $ 30,000 $ (46,200) $ (22,800) $ (69,000)
========= ========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
Year Ended December 31,
---------------------------------
1995
---------------------------------
Federal State Total
------- ----- -----
Current tax provision $ 172,670 $ 42,000 $ 214,670
Deferred tax provision 50,000 50,000
--------- --------- ---------
Total ................ $ 222,670 $ 42,000 $ 264,670
========= ========= =========
The Bank's provision for income taxes differs from the amounts determined by
applying the statutory federal income tax rate to income before income taxes for
the following reasons:
<TABLE>
<CAPTION>
June 30, December 31,
--------------------------------------------- ---------------------------------------------
1997 1996 1996 1995
---------------------- --------------------- ---------------------- ---------------------
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
------ ---------- ------ ---------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Tax at federal tax rate ............ $ 73,431 35.0% $ 24,796 35.0% $ (57,239) (35.0)% $ 239,607 35.0%
Increase (decrease)
resulting from:
Benefit of surtax
exemption ....................... (2,098) (1.0) (708) (1.0) 1,635 1.0 (6,845) (1.0)
State income taxes
net of federal income
tax benefit ..................... 10,560 5.0 2,640 3.7 (15,048) (9.2) 27,720 4.1
Other ............................ 6,107 2.9 3,272 4.6 1,652 1.0 4,188 0.6
--------- ---- --------- ---- --------- ---- -------- ----
Total .............................. $ 88,000 41.9% $ 30,000 42.3% $ (69,000) (42.2)% $ 264,670 38.7%
========= ==== ========= ==== ========= ==== ======== ====
</TABLE>
F-18
<PAGE>
Items that give rise to significant portions of the deferred tax accounts at
June 30, 1997, December 31, 1996 and 1995 are as follows:
December 31,
June 30, ------------------------
1997 1996 1995
---- ---- ----
Deferred tax assets:
Deferred loan fees .................. $ 260,120 $ 260,120 $ 240,702
Other ............................... 65,806 73,455 131,215
--------- --------- ---------
Total deferred tax assets ........... 325,926 333,575 371,917
--------- --------- ---------
Deferred tax liabilities:
Reserve for bad debts ............... (28,240) (28,240) (44,220)
Property ............................ (3,417) (3,417) (4,684)
Mortgage servicing rights ........... (120,651) (124,412) (101,309)
--------- --------- ---------
Total deferred tax liabilities ...... (152,308) (156,069) (150,213)
--------- --------- ---------
Net deferred tax assets ............. $ 173,618 $ 177,506 $ 221,704
========= ========= =========
12. PENSION PLAN
The Bank has a noncontributory defined benefit pension plan which covers
all eligible employees. Pension expense totaled $22,649, $18,000, $50,739
and $55,168 for the six-month periods ended June 30, 1997 and 1996 and for
the years ended December 31, 1996 and 1995, respectively.
Net pension expense, based on the latest data available, included the
following components:
December 31,
------------------------
1996 1995
---- ----
Service cost - benefits earned during the year ..... $ 69,168 $ 65,980
Interest cost on projected benefit obligation ...... 59,198 55,891
Actual return on assets ............................ (29,910) (116,479)
Net amortization of transition costs ............... (47,717) 49,776
--------- ---------
Net pension expense ................................ $ 50,739 $ 55,168
========= =========
F-19
<PAGE>
The following table sets forth the aggregate funded status of the pension
plan for the years ended:
December 31,
------------------------
1996 1995
---- ----
Actuarial present value of benefit obligation:
Vested ......................................... $ 545,453 $ 598,066
Nonvested ...................................... 22,727 30,011
--------- ---------
Total-accumulated benefit obligation ............. $ 568,180 $ 628,077
========= =========
Plan assets at fair value ........................ $ 950,845 $ 938,136
Projected benefit obligation ..................... (928,292) (902,284)
--------- ---------
Projected benefit obligation less than plan assets 22,553 35,852
Unrecognized:
Net gain from past experience .................. (95,462) (130,593)
Net transition asset ........................... (22,667) (24,411)
--------- ---------
Accrued pension liability ........................ $ (95,576) $(119,152)
========= =========
The projected benefit obligation was determined using a weighted average
assumed discount rate of 7% and a rate of compensation increase of 4.5%.
The expected weighted average long-term rate of return of plan assets is
7.75%. Assumed average remaining service lives of employees is
approximately 22 years.
The type of assets held by the plan are general trust investments including
rich equivalents, fixed income assets, and group annuities.
Deferred compensation agreements are in effect with certain members of the
Board of Directors. Payment of Director fees is being deferred until
retirement. For the years ended December 31, 1996 and 1995, $11,590 and
$15,348, respectively, of fees were deferred under these agreements. For
the six-month period ended June 30, 1997, $6,144 of fees were deferred
under these agreements.
13. CONCENTRATION OF CREDIT RISK
Most of the Bank's lending activity is with customers located within the
state of Delaware. Generally, the loans are secured by real estate
cosisting of single-family residential properties. The ultimate repayment
of these loans is dependent to a certain degree on the local economy.
14. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
Disclosures About Fair Value of Financial Instruments. The estimated fair
value amounts have been determined by the Bank using available market
information and appropriate valuation methodologies. However, considerable
judgment is necessarily required to interpret market data to develop the
estimates of fair value. Accordingly, the estimates presented herein are
not necessarily indicative of the amounts the Bank could realize in a
current market exchange. The use of different market assertions and/or
estimation methodologies may have a material effect on the estimated fair
value amounts.
F-20
<PAGE>
<TABLE>
<CAPTION>
December 31,
June 30, --------------------------------------------------
1997 1996 1995
---------------------- ------------------- --------------------
Carrying Estimated Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value Amount Fair Value
(in thousands) (in thousands) (in thousands)
---------------------- ------------------- --------------------
Assets:
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents ............... $ 2,838 $ 2,838 $ 2,643 $ 2,643 $ 1,061 $ 1,061
Investment securities
held to maturity ....................... 11,488 11,449
Investment securities
available for sale ..................... 5,992 5,992 6,476 6,476
Mortgage-backed securities
held to maturity ....................... 699 706
Mortgage backed securities
available for sale ..................... 190 190 203 203
Loans, net .............................. 92,919 94,549 98,042 99,570 78,835 81,682
Loans held for sale ..................... 5,548 5,548 1,020 1,022
Liabilities:
Demand deposits and
passbook accounts ...................... 3,662 3,662 3,418 3,418 3,457 3,457
Money market accounts ................... 8,904 8,904 8,246 8,246 8,725 8,725
Savings certficates ..................... 65,785 65,876 66,745 67,391 69,340 69,402
Advances from Federal
Home Loan Bank ......................... 25,200 25,186 25,900 26,024 7,950 7,948
</TABLE>
Cash and Cash Equivalents - For cash and cash equivalents, the carrying
amount is a reasonable estimate of fair value.
Investments and Mortgage-backed Securities - The fair value of investment
securities and mortgage-backed securities (including collateralized
mortgage obligations) is based on quoted market prices or dealer quotes.
Loans Receivable - The fair value of loans is estimated based on present
value using approximate current entry-value interest rates applicable to
each category of such financial instruments.
Loans Held for Sale - The fair value of loans held for sale is based upon
commitment prices from the Federal Home Loan Mortgage Corporation.
Demand Deposits, Passbook Accounts, Money Market Accounts, and Savings
Certificates - The fair value of demand deposits, passbook accounts and
money market accounts is the amount reported in the financial statements.
The fair value of savings certificates is based on a present value estimate
using rates currently offered for deposits of similar remaining maturity.
Advances from Federal Home Loan Bank - The fair value of advances is based
on a present value estimate using rates currently offered for Federal Home
Loan Bank borrowings of similar remaining maturity.
Commitments to Extend Credit and Letters of Credit - The majority of the
Bank's commitments to extend credit and letters of credit carry current
market interest rates if converted to loans. Because commitments to extend
credit and letters of credit are generally unassignable by either the Bank
or the borrower, they only have value to the Bank and the borrower. The
estimated fair value approximates the recorded amounts.
F-21
<PAGE>
The fair value estimates presented herein are based on pertinent
information available to management as of the date indicated. Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since the dates
indicated and, therefore, current estimates of fair value may differ
significantly from the amounts presented herein
15. SAVINGS ASSOCIATION INSURANCE FUND
On September 30, 1996, an omnibus appropriations bill for fiscal year 1997,
which included recapitalization of the Savings Association Insurance Fund
(SAIF) became law. Accordingly, all SAIF insured depository institutions
were charged a one-time special assessment based on their SAIF-assessable
deposits as of March 31, 1995 at the rate of 65.7 basis points.
Accordingly, the Bank incurred a pre-tax expose of $491,992 during the
third quarter of 1996.
16. CONVERSION TO CAPITAL STOCK FORM OF OWNERSHIP (UNAUDITED)
On June 30, 1997, the Board of Directors of the Bank adopted a Plan of
Conversion to convert from a federal chartered mutual savings and loan
association to a federal chartered capital stock savings bank with the
concurrent formation of a holding company, subject to approval by
regulatory authorities and depositors of the Bank. The conversion is
elected to be accomplished through amendment of the Bank's federal charter
and the sale of the holding company's common stock. A subscription offering
of the shares of common stock will be offered initially to eligible account
holders, employee benefit plans of the Bank, other members, directors,
officers, and employees of the Bank. Any shares of common stock not sold in
the subscription offering are expected to be sold by the underwriters to
the general public.
At the time of the conversion, the Bank will establish a liquidation
account in an amoums equal to its retained earnings as of the date of the
latest consolidated statement of financial condition appearing in the final
prospectus. The liquidation account will be maintained for the benefit of
eligible account holders who continue to maintain their accounts at the
Bank after the conversion. The liquidation account will be reduced annually
to the extent that eligible account holders have reduced their qualifying
deposits as of each anniversary date. Subsequent increases wil1 not restore
an eligible account holder's interest in the liquidation account. In the
event of a complete liquidation of the Bank, each eligible account holder
will be entitled to receive a distribution from the liquidation account in
an amount proportionate to the current adjusted qualify balances for
accounts then held.
Subsequent to the conversion, the Bank may not declare or pay cash
dividends on, or repurchase any, of its shares of common stock if the
effect thereof would cause equity to be reduced below applicable regulatory
capital maintenance requirements or if such declaration and payment would
otherwise violate regulatory requirements.
Conversion costs will be deferred and reduce the proceeds from the shares
sold in the conversion. If the conversion is not completed, all costs will
be charged as an expense. As of June 30, 1997, conversion costs of
approximately $3,000 have been incurred and are included in other assets in
the statement of financial condition.
* * * * * *
F-22
<PAGE>
GLOSSARY
BIF Bank Insurance Fund of the FDIC
Code Internal Revenue Code of 1986, as amended
Community Offering Offering for sale to certain members of the general public
of any shares of Common Stock not subscribed for in the
Subscription Offering, including the possible offering of
Common Stock in a Syndicated Community Offering
Conversion Simultaneous conversion of Ninth Ward Savings Bank, FSB,
to stock form, the issuance of the Ninth Ward Savings
Bank, FSB's outstanding Common Stock to Delaware First
Financial Corporation and Delaware First Financial
Corporation's offer and sale of Common Stock
Eligible Account Savings account holders of the Savings Bank with account
Holders balances of at least $50 as of the close of business on
December 31, 1995
Employee Plans Tax-qualified employee benefit plans of Ninth Ward Savings
Bank, FSB
ERISA Employee Retirement Income Security of 1974, as amended
ESOP Employee Stock Ownership Plan
EVR or Estimated Estimated pro forma market value of the Common Stock
Valuation Range ranging from $7,440,000 to $10,060,000
Exchange Act Securities Exchange Act of 1934, as amended
Expiration Date 12:00 p.m., Wilmington Time, on ___________, 1997
FASB Financial Accounting Standards Board
FDIC Federal Deposit Insurance Corporation
FHLB Federal Home Loan Bank
FHLMC Federal Home Loan Mortgage Corporation
G-1
<PAGE>
FNMA Federal National Mortgage Association
FinPro, Inc. Ninth Ward's independent appraiser located in Liberty
Corner, New Jersey
IRA Individual retirement account or arrangement
IRS Internal Revenue Service
NASD National Association of Securities Dealers, Inc.
NASDAQ System National Association of Securities Dealers Automated
Quotation System
NPV Net portfolio value
Offering Subscription, Community and Syndicated Community Offerings,
collectively
Option Plan Stock option plan to be adopted within one year of the
Conversion
Order Form Form for ordering stock accompanied by a certification
concerning certain matters
Other Members Any person other than an Eligible Account Holder or
Supplemental Eligible Account Holder who is entitled to
vote at the Special Meeting due to the existence of a
savings account or a borrowing, respectively, on the
Voting Record Date for the Special Meeting.
OTC Bulletin Board An electronic stock data system operated by NASDAQ
OTS Office of Thrift Supervision
Pink Sheets Trademark name for the pink paper upon which stock data is
published by the National Quotation Bureau
Plan of Conversion Plan of Ninth Ward Savings Bank, FSB to convert from a
federally chartered mutual savings bank to a federally
chartered stock savings bank and the issuance of all of
Ninth Ward Savings Bank, FSB' s outstanding capital stock
to Delaware First Financial Corporation and the issuance
of Delaware First Financial Corporation's stock to the
public
G-2
<PAGE>
Purchase Price $10.00 per share price of the Common Stock
QTI Qualified thrift investment
QTL Qualified thrift lender
RSP Restricted stock plan to be adopted within one year of the
Conversion
SAIF Savings Association Insurance Fund of the FDIC
SEC Securities and Exchange Commission
Securities Act Securities Act of 1933, as amended
SFAS Statement of Financial Accounting Standards adopted by FASB
Special Meeting Special Meeting of members of Ninth Ward Savings Bank, FSB
called for the purpose of approving the Plan
Subscription Offering of non-transferable rights to subscribe for the
Offering Common Stock, in order of priority, to Eligible Account
Holders, tax - qualified employee plans, Supplemental
Eligible Account Holders and Other Members
Supplemental Depositors, who are not Eligible Account Holders of Ninth
Eligible Account Ward Savings Bank, FSB, with account balances of at least
Holders $50 on September 30, 1997
Syndicated Offering of shares of Common Stock remaining after the
Community Subscription
Offering Offering and undertaken prior to the end and as part of the
Community Offering, and which may, at our discretion be
made to the general public on a best efforts basis by a
selling group of broker-dealers
Voting Record Date The close of business on October 31, 1997, the date for
determining members entitled to vote at the Special
Meeting.
G-3
<PAGE>
================================================================================
No dealer, salesman or other person has been authorized to give any information
or to make any representations not contained in this Prospectus in connection
with the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Ninth Ward
Savings Bank, FSB, Delaware First Financial Corporation, or Trident Securities.
This Prospectus does not constitute an offer to sell, or the solicitation of an
offer to buy, any of the securities offered hereby to any person in any
jurisdiction in which such offer or solicitation would be unlawful. Neither the
delivery of this Prospectus by Ninth Ward Savings Bank, FSB, Delaware First
Financial Corporation or Trident Securities nor any sale made hereunder shall in
any circumstances create an implication that there has been no change in the
affairs of Ninth Ward Savings Bank, FSB, since any of the dates as of which
information is furnished herein or since the date hereof.
DELAWARE FIRST FINANCIAL CORPORATION
Up to 1,006,000 Shares
(Anticipated Maximum)
Common Stock
---------------
PROSPECTUS
---------------
TRIDENT SECURITIES, INC.
Dated November _____, 1997
THESE SECURITIES ARE NOT DEPOSITS OR ACCOUNTS
AND ARE NOT FEDERALLY INSURED OR GUARANTEED.
Until the later of ________________, 1997, or 25 days after the commencement of
the offering of Common Stock, all dealers that buy, sell or trade these
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>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
Article VI of the Company's Bylaws sets forth circumstances under which
directors, officers, employees and agents may be indemnified against liability
which they may incur in their capacities as follows:
ARTICLE VI
Indemnification
SECTION 1. Indemnification of Directors, Officers and Employees.
The Corporation shall indemnify to the full extent authorized by law any
Director or officer made or threatened to be made a party to an action, suit or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that he, his testator or intestate is or was a Director or officer
of the Corporation or is or was serving, at the request of the Corporation, as a
Director or officer of another corporation, partnership, joint venture, trust or
other enterprise.
The Corporation may, at the discretion of the Board of Directors, indemnify
to the full extent authorized by law any employee or agent made or threatened to
be made a party to an action, suit or proceeding, whether criminal, civil,
administrative or investigative by reason of the fact that he, his testator or
intestate is or was an employee or agent of the Corporation or is or was serving
at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
SECTION 2. Expenses Advanced.
Expenses incurred with respect to any claim, action or proceeding of the
character, actual or threatened, described in Section 1 of this Article VI, may
be advanced by the Corporation prior to the final disposition thereof upon
receipt of an undertaking by such person to repay the amount so advanced if and.
to the extent it shall ultimately be determined by a court of competent
jurisdiction that he was not entitled to indemnification under this Bylaw.
SECTION 3. Automatic Conformity to Law.
The intention of this Bylaw is to provide indemnification with the broadest
and most inclusive coverage permitted by law (a) at the time of the act or
omission to be indemnified against, or (b) so permitted at the time of carrying
out such indemnification, whichever of (a) or (b) may be broader or
II-1
<PAGE>
more inclusive and permitted by law to be applicable. If the indemnification
permitted by law at this present time, or at any future time, shall be broader
or more inclusive than the provisions of this Bylaw, then indemnification shall
nevertheless extend to the broadest and most inclusive permitted by law at any
time and this Bylaw shall be deemed to have been amended accordingly. If any
provision or portion of this Article shall be found, in any action, suit or
proceeding, to be invalid or ineffective, the validity and effect of the
remaining parts shall not be affected.
Item 25. Other Expenses of Issuance and Distribution
Underwriting Fees and Expenses........................... $151,000
Legal Fees and Expenses.................................. 125,000
Printing, Postage and Mailing............................ 60,000
Accounting Fees and Expenses............................. 65,000
Appraisal and Business Plan Fees and Expenses............ 24,000
Blue Sky Filing Fees and Expenses
(including legal counsel)............................... 10,000
Federal Filing Fees (OTS and SEC)........................ 18,000
Conversion Agent Fees.................................... 10,000
Stock Certificates....................................... 3,000
Transfer Agent........................................... 3,000
Other Expenses........................................... 50,000
--------
Total.................................................... $519,000
========
Item 26. Recent Sales of Unregistered Securities.
Not applicable.
Item 27. Exhibits:
The exhibits schedules filed as a part of this registration statement are as
follows:
*1.1 Engagement Letter with Trident Securities, Inc.
1.2 Agency Agreement with Trident Securities, Inc.
*2. Plan of Conversion (Exhibit A to Proxy Statement filed as Exhibit 99.2)
*3.1 Certificate of Incorporation of Delaware First Financial Corporation.
II-2
<PAGE>
*3.2 Bylaws of Delaware First Financial Corporation.
4 Form of Stock Certificate of Delaware First Financial Corporation.
5.1 Opinion of Peabody & Brown regarding legality of securities being
registered
8.1 Federal Tax Opinion of Peabody & Brown
8.2 Delaware Tax Opinion of Young, Conaway, Stargatt & Taylor
8.3 Opinion of FinPro, Inc. as to the value of subscription rights for tax
purposes
*10.1 Deferred Compensation Agreements between Delaware First Financial
Corporation and each of Directors Gehrke & Baldt
*10.2 Employee Stock Ownership Plan and Trust
23.1 Consents of Peabody & Brown
23.2 Consent of Deloitte & Touche
23.3 Consent of FinPro, Inc.
23.4 Consent of Young, Conaway, Stargatt & Taylor (reference is made to
Exhibit 8.2)
*24 Power of Attorney (reference is made to the signature page)
99.1 Proposed Stock Order Form and Form of Certification
*99.2 Proxy Statement for Special Meeting of Members of Ninth Ward Savings
Bank, FSB
99.3 Miscellaneous Solicitation and Marketing Materials
99.4 Appraisal Report
* Previously filed.
II-3
<PAGE>
Item 28. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 ("Securities Act").
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information 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) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii)Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each such
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(4) The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreement, certificates
in such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act, and is therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such
II-4
<PAGE>
director, officer or controlling person in connection with the securities being
registered, the small business issuer 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Wilmington, State of Delaware, on November 3, 1997.
DELAWARE FIRST FINANCIAL CORPORATION
By: /s/ Ronald P. Crouch
------------------------------------
Ronald P. Crouch
Director, President and Chief
Executive Officer
(Duly Authorized Representative)
II-5
<PAGE>
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.
Signatures Title Date
- ---------- ----- ----
/s/ President, Chief 11/3/97
- ------------------------ Executive Officer -------
Ronald P. Crouch and Director
/s/ Chief Accounting Officer 11/3/97
- ------------------------ -------
Lori N. Richards
/s/ Executive Vice President 11/3/97
- ------------------------ Chief Operating Officer -------
Jerome P. Arrison and Treasurer
/s/* Chairman 11/3/97
- ------------------------ -------
J. Bayard Cloud
/s/* Vice Chairman 11/3/97
- ------------------------ -------
Ernest J. Peoples
/s/* Director 11/3/97
- ------------------------ -------
Dr. William R. Baldt
/s/* Director 11/3/97
- ------------------------ -------
Thomas B. Cloud
/s/* Director 11/3/97
- ------------------------ -------
Larry D. Gehrke
/s/* Director 11/3/97
- ------------------------ -------
Alan B. Levin
/s/* Director 11/3/97
- ------------------------ -------
Dr. Robert L. Schweitzer
*Ronald P. Crouch
Attorney-in-fact
II-6
<PAGE>
As filed with the Securities and Exchange Commission on September 29, 1997.
Registration No. 333-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
EXHIBITS
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
Delaware First Financial Corporation.
(Exact name of registrant as specified in its charter)
Exhibit 1.2
Delaware First Financial Corporation
_______ to _______ Shares
Common Stock
(Par Value $.01 Per Share)
$10.00 Per Share
SALES AGENCY AGREEMENT
----------------------
Trident Securities, Inc.
4601 Six Forks Road, Suite 400
Raleigh, North Carolina 27609
Dear Sirs:
Delaware First Financial Corporation, a Delaware-chartered corporation
(the "Company"), and Ninth Ward Savings Bank, FSB, a Federally-chartered and
federally insured mutual savings bank (the "Bank"), hereby confirm, as of
________ ___, 1997, their respective agreements with Trident Securities, Inc.
("Trident"), a broker-dealer registered with the Securities and Exchange
Commission ("Commission") and a member of the National Association of Securities
Dealers, Inc. ("NASD"), as follows:
1. Introductory. The Bank intends to convert from a Federally-chartered
mutual savings bank to a Federally-chartered stock savings bank as a wholly
owned subsidiary of the Company (together with the Offerings, as defined below,
the issuance of shares of common stock of the Bank to the Company and the
incorporation of the Company, the "Conversion") pursuant to a plan of conversion
adopted on June 30, 1997 and as amended on September 17, 1997 (as amended, the
"Plan"). In accordance with the Plan, the Company is offering shares of its
common stock, par value $.01 per share (the "Shares" and the "Common Stock"),
pursuant to nontransferable subscription rights in a subscription offering (the
"Subscription Offering") to certain depositors of the Bank and to the Bank's
tax-qualified employee benefit plans (ie., the Bank's Employee Stock Ownership
Plan (the "ESOP")). Shares of the Common Stock not sold in the Subscription
Offering may be offered to the general public in a community offering, with
preference given to natural persons (including individual retirement and Keogh
retirement accounts and personal trusts in which such natural persons have
substantial interests) residing in the State of Delaware and the Pennsylvania
counties of Chester and Delaware, the Maryland county of Cecil, and the New
Jersey country of Salem (the "Community Offering") (the Subscription and
Community Offerings are sometimes referred to collectively as the "Offerings"),
subject to the right of the Company and the Bank, in their absolute discretion,
to reject orders in the Community Offering in whole or in part. In the
Offerings, the Company is offering between __________ and __________ Shares,
with the possibility of offering up to __________ Shares without a
resolicitation of subscribers, as contemplated by the final regulations
regarding mutual-to-stock conversions of the Office of Thrift Supervision
("OTS"). Each Eligible Account Holder and Supplemental Eligible Account Holder
(each as defined in the Plan) may purchase in the Subscription Offering the
greater of $100,000 of the Common Stock for a single account whether held
jointly or
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 2
individually, $200,000 of the Common Stock when aggregated with purchases by an
Associate of that person (as defined in the Plan) or 15 times the product
(rounded down to the next whole number) obtained by multiplying the total number
of shares of Conversion Stock to be issued by a fraction of which the numerator
is the amount of the Qualifying Deposit of the Eligible Account Holder or
Supplemental Eligible Account Holder and the denominator is the total amount of
Qualifying Deposits of all Eligible Account Holders or Supplemental Eligible
Account Holders in the Bank on the Eligibility Record Date; Other Members (as
defined in the Plan) may purchase in the Subscription Offering the greater of
$100,000 of the Common Stock for a single account whether held jointly or
individually, $200,000 of the Common Stock when aggregated with purchases by an
Associate of that person (as defined in the Plan) or 0.1 of 1% of the total
offering of shares of Conversion Stock. Persons purchasing shares of Common
Stock in the Community Offering, together with Associates of (as defined in the
Plan) and persons Acting in Concert with such persons (as defined in the Plan),
may purchase in the Community Offering the greater of $100,000 of the Common
Stock for a single account whether held jointly or individually, $200,000 of the
Common Stock when aggregated with purchases by an Associate of that person (as
defined in the Plan), except that the Tax-Qualified Employee Stock Benefit Plans
may purchase up to 10% of the total shares of Conversion Stock to be issued in
the Stock Conversion.
The Company and the Bank have been advised by Trident that it will
utilize its best efforts in assisting the Company and the Bank with the sale of
the Shares in the Offerings and, if deemed necessary by the Company in a
syndicated community offering. Prior to the execution of this Agreement, the
Company has delivered to Trident the Prospectus dated __________, 1997 (as
hereinafter defined) and all supplements thereto to be used in the Offerings.
Such Prospectus contains information with respect to the Company, the Bank and
the Shares.
2. Representations and Warranties.
(a) The Company and the Bank jointly and severally represent and
warrant to Trident that:
(i) The Company has filed with the Comnission a registration
statement, including exhibits and an amendment or amendments thereto,
on Form SB-2 (No. 333-_____), including a Prospectus relating to the
Offerings, for the registration of the Shares under the Securities Act
of 1933, as amended (the "Act"); and such registration statement has
become effective under the Act and no stop order has been issued with
respect thereto and no proceedings therefor have been initiated or, to
the Company's best knowledge, threatened by the Commission. Except as
the context may otherwise require, such registration statement, as
amended or supplemented, on file with the Commission at the time the
registration statement became effective, including the Prospectus,
financial statements, schedules, exhibits and all other documents
filed as part thereof, as amended and supplemented, is herein called
the "Registration Statement," and the prospectus, as amended or
supplemented, on file with the
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 3
Commission at the time the Registration Statement became effective is
herein called the "Prospectus," except that if the prospectus filed by
the Company with the Commission pursuant to Rule 424(b) of the general
rules and regulations of the Commission under the Act (together with
the enforceable published policies and releases of the Commission
thereunder, the "SEC Regulations") differs from the form of prospectus
on file at the time the Registration Statement became effective, the
term "Prospectus" shall refer to the Rule 424(b) prospectus from and
after the time it is filed with or mailed for filing to the Commission
and shall include any amendments or supplements thereto from and after
their dates of effectiveness or use, respectively. If any Shares
remain unsubscribed following completion of the Subscription Offering
and the Community Offering, the Company (i) will promptly file with
the Commission a post-effective amendment to such Registration
Statement relating to the results of the Subscription and the
Community Offerings, any additional information with respect to the
proposed plan of distribution and any revised pricing information or
(ii) if no such post-effective amendment is required, will file with,
or mail for filing to, the Commission a prospectus or prospectus
supplement containing information relating to the results of the
Subscription and the Community Offerings and pricing information
pursuant to Rule 424(c) of the SEC Regulations, in either case in a
form reasonably acceptable to the Company and Trident.
(ii) The Bank has filed an Application for the Mutual-to-Stock
Conversion, including exhibits (as amended or supplemented, the
"Application") with the OTS under Home Owners' Loan Act ("HOLA") and
the enforceable rules and regulations, including published policies
and actions, of the OTS thereunder (the "OTS Regulations"), which has
been approved by the OTS; and the Prospectus and the proxy statement
for the solicitation of proxies from members for the special meeting
to approve the Plan (the "Proxy Statement") included as part of the
Application have been approved for use by the OTS. No order has been
issued by the OTS preventing or suspending the use of the Prospectus
or the Proxy Statement; and no action by or before the OTS revoking
such approvals is pending or, to the Bank's best knowledge,
threatened.
(iii) At the date of the Prospectus and at all times subsequent
thereto through and including the Closing Date (i) the Registration
Statement and the Prospectus (as amended or supplemented, if amended
or supplemented) complied with the Act and the SEC Regulations, (ii)
the Registration Statement (as amended or supplemented, if amended or
supplemented) 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 not misleading, and (iii) the
Prospectus (as amended or supplemented, if amended or supplemented)
did not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
they were
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 4
made,not misleading. Representations or warranties in this subsection
shall not apply to statements or omissions made in reliance upon and
in conformity with written information furnished to the Company or the
Bank relating to Trident by or on behalf of Trident expressly for use
in the Registration Statement or Prospectus.
(iv) The Company has been duly incorporated as a Delaware
corporation, and the Bank has been duly organized as a mutual savings
bank under the laws of the United States, and each of them is validly
existing and in good standing under the laws of the jurisdiction of
its organization with full power and authority to own its property
and conduct its business as described in the Registration Statement
and Prospectus; the Bank is a member in good standing of the Federal
Home Loan Bank of Pittsburgh; and the deposit accounts of the Bank are
insured by the Savings Association Insurance Fund ("SAIF")
administered by the Federal Deposit Insurance Corporation ("FDIC") up
to the applicable legal limits. Each of the Company and the Bank is
not required to be qualified to do business as a foreign corporation
in any jurisdiction where nonqualification would have a material
adverse effect on the Company and the Bank, taken as a whole. The Bank
does not own equity securities of or an equity interest in any
business enterprise except as described in the Prospectus. Upon
amendment of the Bank's charter and bylaws as provided in the rules
and regulations of the OTS and completion of the sale by the Company
of the Shares as contemplated by the Prospectus: (i) the Bank will be
converted pursuant to the Plan to a Federally chartered capital stock
savings bank with full power and authority to own its property and
conduct its business as described in the Prospectus, (ii) all of the
authorized and outstanding capital stock of the Bank will be owned of
record and beneficially by the Company, and (iii) the Company will
have no direct subsidiaries other than the Bank. The activities of the
Bank are permissible to subsidiaries of a savings and loan holding
company by the rules, regulations, policies and practices of the OTS.
(v) The Bank has good, marketable and insurable title to all
assets material to its business and to those assets described in the
Prospectus as owned by it, free and clear of all material Hens,
charges, encumbrances or restrictions, except for liens for taxes not
yet due, except as described in the Prospectus and except as could not
in the aggregate have a material adverse effect upon the operations or
financial condition of the Bank; and all of the leases and subleases
material to the operations or financial condition of the Bank, under
which it holds properties, including those described in the
Prospectus, are in full force and effect as described therein.
(vi) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
and validly authorized by all necessary actions on the part of each of
the Company and the Bank, and this Agreement is a valid and binding
obligation with valid execution and delivery of each of the Company
and the Bank, enforceable in accordance with its terms (except as the
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 5
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or similar laws relating to or affecting the
enforcement of creditors' rights generally or the rights of creditors
of depository institution holding companies the accounts of whose
subsidiaries are insured by the FDIC or by general equity principles,
regardless of whether such enforceability is considered in a
proceeding in equity or at law, and except to the extent that the
provisions of Sections 8 and 9 hereof may be unenforceable as against
public policy or pursuant to Section 23A of the Federal Reserve Act,
12 U.S.C. Section 371c ("Section 23A")).
(vii) There is no litigation or governmental proceeding pending
or, to the best knowledge of the Company or the Bank, threatened
against or involving the Company or the Bank or any of their
respective assets which individually or in the aggregate would
reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), results of operations and
business, including the assets and properties, of the Company and the
Bank, taken as a whole.
(viii) The Company and the Bank have received the opinions of
Peabody and Brown, Washington, D.C. with respect to federal tax
consequences of the Conversion, and of Young, Conaway, Stargatt &
Taylor with respect to Delaware income tax consequences of the
Conversion, to the effect that the Conversion will constitute a tax
free reorganization under the Internal Revenue Code of 1986, as
amended, and will not be a taxable transaction for the Bank or the
Company under the laws of Delaware, and the facts relied upon in such
opinions are accurate and complete.
(ix) Each of the Company and the Bank has all such corporate
power, authority, authorizations, approvals and orders as may be
required to enter into this Agreement and to carry out the provisions
and conditions hereof, subject to the limitations set forth herein and
subject to the satisfaction of certain conditions imposed by the OTS
in connection with its approval of the Application, and except as may
be required under the securities, or "blue sky," laws of various
jurisdictions, 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 in the case of the Bank,
as of the Closing Date, will have such approvals and orders to issue
and sell the Shares of its Common Stock to be sold to the Company as
provided in the Plan, subject to the issuance of an amended charter in
the form required for Federally chartered stock savings banks (the
"Stock Charter"), the form of which Stock Charter has been approved by
the OTS.
(x) Neither the Company nor the Bank is in violation of any rule
or regulation of the OTS that could reasonably be expected to result
in any enforcement action against the Company or the Bank or their
officers or directors that might have a material adverse effect on
the condition (financial or otherwise), operations, businesses,
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 6
assets or properties of the Company and the Bank, taken as a whole.
(xi) The financial statements and any related notes or schedules
which are included in the Registration Statement and the Prospectus
fairly present the financial condition, income, equity and cash flows
of the Bank at the respective dates thereof and for the respective
periods covered thereby and comply as to form with the applicable
accounting requirements of the SEC Regulations and the applicable
accounting regulations of the OTS. Such financial statements have
been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved,
except as set forth therein, and such financial statements are
consistent with financial statements and other reports filed by the
Bank with supervisory and regulatory authorities except as such
generally accepted accounting principles may otherwise require. The
tables in the Prospectus accurately present the information purported
to be shown thereby at the respective dates thereof and for the
respective periods therein.
(xii) There has been no material change in the condition
(financial or otherwise), results of operations or business, including
assets and properties, of the Company and the Bank, taken as a whole,
since the latest date as of which such condition is set forth in the
Prospectus, except as set forth therein; and the capitalization,
assets, properties and business of each of the Company and the Bank
conform to the descriptions thereof contained in the Prospectus.
Neither the Company nor the Bank has any material liabilities of any
kind, contingent or otherwise, except as set forth in the Prospectus.
(xiii) There has been no breach or default (or the occurrence of
any event which, with notice or lapse of time or both, would
constitute a default) under, or creation or imposition of any lien,
charge or other encumbrance upon any of the properties or assets of
the Company or the Bank pursuant to any of the terms, provisions or
conditions of, any agreement, contract, indenture, bond, debenture,
note, instrument or obligation to which the Company or the Bank is a
party or by which either of them or any of their respective assets or
properties may be bound or is subject, or violation of any
governmental license or permit or any enforceable published law,
administrative regulation or order or court order, writ, injunction or
decree, which breach, default, encumbrance or violation would have a
material adverse effect on the condition (financial or otherwise),
operations, business, assets or properties of the Company and the Bank
taken as a whole; all agreements which are material to the condition
(financial or otherwise), results of operations or business of the
Company and the Bank taken as a whole are in full force and effect,
and no party to any such agreement has instituted or, to the best
knowledge of the Company and the Bank, threatened any action or
proceeding wherein the Company or the Bank would be alleged to be in
default thereunder.
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 7
(xiv) Neither the Company nor the Bank is in violation of its
respective articles of incorporation or charter or bylaws. The
execution and delivery hereof and the consummation of the transactions
contemplated hereby by the Company and the Bank do not conflict with
or result in a breach of the articles of incorporation or charter or
bylaws of the Company or the Bank (in either mutual or stock form) or
constitute a material breach of or default (or an event which, with
notice or lapse of time or both, would constitute a default) under,
give rise to any right of termination, cancellation or acceleration
contained in, or result in the creation or imposition of any lien,
charge or other encumbrance upon any of the properties or assets of
the Company or the Bank pursuant to any of the terms, provisions or
conditions of any material agreement, contract, indenture, bond,
debenture, note, instrument or obligation to which the Company or the
Bank is a party or violate any governmental license or permit or any
enforceable published law, administrative regulation or order or court
order, writ, injunction or decree (subject to the satisfaction of
certain conditions imposed by the OTS in connection with its approval
of the Application), which breach, default, encumbrance or violation
would have a material adverse effect on the condition (financial or
otherwise), operations or business of the Company and the Bank taken
as a whole.
(xv) Subsequent to the respective dates as of which information
is given in the Registration Statement and Prospectus and prior to the
Closing Date (as hereinafter defined), except as otherwise may be
indicated or contemplated therein, none of the Company or the Bank has
issued any securities which will remain issued at the Closing Date or
incurred any liability or obligation, direct or contingent or borrowed
money, except borrowings or liabilities in the ordinary course of
business, or entered into any other transaction not in the ordinary
course of business and consistent with prior practices, which is
material in light of the business of the Company and the Bank, taken
as a whole.
(xvi) Upon consummation of the Conversion, the authorized, issued
and outstanding equity capital of the Company shall be within the
range as set forth in the Prospectus under the caption
"Capitalization," and no Common Stock of the Company shall be
outstanding immediately prior to the Closing Date; the issuance and
the sale of the Shares of the Company have been duly authorized by all
necessary action of the Company and approved by the OTS and, when
issued in accordance with the terms of the Plan and paid for, shall be
validly issued, fully paid and nonassessable and shall conform to the
description thereof contained in the Prospectus; the issuance of the
Shares is not subject to preemptive rights, except as set forth in the
Prospectus; and good title to the Shares will be transferred by the
Company upon issuance thereof against payment therefor, free and clear
of all claims, encumbrances, security interests and liens against the
Company whatsoever. The certificates representing the Shares
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 8
will conform in all material respects with the requirements of
applicable laws and regulations. The issuance and sale of the capital
stock of the Bank to the Company has been duly authorized by all
necessary action of the Bank and the Company and appropriate
regulatory authorities (subject to the satisfaction of various
conditions imposed by the OTS in connection with its approval of the
Application), and such capital stock, when issued in accordance with
the terms of the Plan, will be fully paid and nonassessable and will
conform in all material respects to the description thereof contained
in the Prospectus.
(xvii) 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
such approvals as have been obtained, the declaration of effectiveness
of any required post-effective amendment by the Commission and
approval thereof by the OTS, the issuance of the Stock Charter by the
OTS and as may be required under the securities laws of various
jurisdictions.
(xviii) All contracts and other documents required to be filed as
exhibits to the Registration Statement or the Application have been
filed with the Commission or the OTS, as the case may be.
(xix) Deloitte & Touche, LLP, which has audited the financial
statements of the Bank as of December 31, 1996 and 1995 included in
the Prospectus, is an independent public accountant within the meaning
of the Code of Professional Ethics of the American Institute of
Certified Public Accountants.
(xx) For the past five years, the Company and the Bank have
timely filed all required federal, state and local income or franchise
tax returns, and no deficiency has been asserted with respect to such
returns by any taxing authorities, and the Company and the Bank have
paid all taxes that have become due and, to the best of the knowledge
of the Company and the Bank, the Company and the Bank have made
adequate reserves for similar future tax liabi1ities, except where any
failure to make such filings, payments and reserves, or the assertion
of such a deficiency, would not have a material adverse effect on the
condition of the Company and the Bank taken, as a whole.
(xxi) All of the loans represented as assets of the Bank on the
most recent financial statements of the Bank included in the
Prospectus meet or are exempt from all requirements of federal, state
or local law pertaining to lending, including without limitation truth
in lending (including the requirements of Regulation Z and 12 C.F.R.
Part 226), real estate settlement procedures, consumer credit
protection, equal credit opportunity and all disclosure laws
applicable to such loans, except for violations which, if asserted,
would not have a material adverse effect on the Company and the
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 9
Bank taken as a whole.
(xxii) The records of account holders, depositors, borrowers and
other members of the Bank delivered to Trident by the Bank or its
agent for use during the Conversion have been prepared or reviewed by
the Bank and, to the best knowledge of the Company and the Bank, are
reliable and accurate.
(xxiii) None of the Company or the Bank, or, to the best
knowledge of the Company and the Bank, the employees of the Company or
the Bank, has made any payment of funds of the Company or the Bank
prohibited by law, and no funds of the Company or the Bank have been
set aside to be used for any payment prohibited by law.
(xxiv) To the best knowledge of the Company and the Bank, the
Company and the Bank are in compliance with all laws, rules and
regulations relating to the discharge, storage, handling and disposal
of hazardous or toxic substances, pollutants or contaminants and
neither the Company nor the Bank believes that the Company or the Bank
is subject to liability under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, or any
similar law, except for violations which, if asserted, would not have
a material adverse effect on the Company and the Bank, taken as a
whole. There are no actions, suits, regulatory investigations or other
proceedings pending or, to the best knowledge of the Company or the
Bank, threatened against the Company or the Bank relating to the
discharge, storage, handling and disposal of hazardous or toxic
substances, pollutants or contaminants. To the best knowledge of the
Company and the Bank, 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 been caused by the Company or the Bank or, to
the best knowledge of the Company or the Bank, has occurred on, in or
at any of the facilities or properties of the Company or the Bank,
except such disposal, release or discharge which would not have a
material adverse effect on the Company and the Bank, taken as a whole.
(xxv) At the Closing Date (as defined in Section 3 hereof), the
Company and the Bank will have completed the conditions precedent to,
and shall have conducted the Conversion in all material respects in
accordance with, the Plan, the OTS Regulations and all other
applicable laws, regulations, published decisions and orders,
including all terms, conditions, requirements and provisions precedent
to the Conversion imposed by the OTS.
(b) Trident represents and warrants to the Company and the Bank that:
(i) Trident is registered as a broker-dealer with the Commission,
and is in good
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 10
standing with the Commission and the NASD.
(ii) Trident is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation, with
full corporate power and authority to provide the services to be
furnished to the Company and the Bank hereunder.
(iii) 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 Trident,
and this Agreement is a legal, valid and binding obligation of
Trident, enforceable in accordance with its terms (except as the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization or similar laws relating to or affecting
the enforcement of creditors' rights generally or the rights of
creditors of registered broker-dealers accounts of whose may be
protected by the Securities Investor Protection Corporation or by
general equity principles, regardless of whether such enforceability
is considered in a proceeding in equity or at law, and except to the
extent that the provisions of Sections 8 and 9 hereof may be
unenforceable as against public policy or pursuant to Section 23A).
(iv) Each of Trident and, to Tridents knowledge, its employees,
agents and representatives who shall perform any of the services
required hereunder to be performed by Trident shall be duly authorized
and shall have all licenses, approvals and permits necessary to
perform such services, and Trident is a registered selling agent in
the jurisdictions listed in Exhibit A hereto and will remain
registered in such jurisdictions in which the Company is relying on
such registration for the sale of the Shares, until the Conversion is
consurnmated or terminated.
(v) The execution and delivery of this Agreement by Trident, the
fulfillment of the terms set forth herein and the consummation of the
transactions contemplated hereby shall not violate or conflict with
the corporate charter or bylaws of Trident or violate, conflict with
or constitute a breach of, or default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, any
material agreement, indenture or other instrument by which Trident is
bound or under any governmental license or permit or any law,
administrative regulation, authorization, approval or order or court
decree, injunction or order.
(vi) Any funds received by Trident to purchase Common Stock will
be handled in accordance with Rule 15c2-4 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(vii) There is not now pending or, to Trident's knowledge,
threatened against Trident any action or proceeding before the
Commission, the NASD, any state
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page I I
securities commission or any state or federal court concerning
Trident' s activities as a broker-dealer.
3. Emp1oyment of Trident: Sale and Delivery of the Shares: On the basis
of the representations and warranties herein contained, but subject to the
terms and conditions herein set forth, the Company and the Bank hereby employ
Trident as their agent to utilize its best efforts in assisting the Company
with the Company's sale of the Shares in the Subscription Offering and Community
Offering. The employment of Trident hereunder shall terminate (a) forty-five
(45) days after the Subscription and Community Offering closes, unless the
Company and the Bank, with the approval of the OTS, are permitted to extend such
period of time, or (b) upon consummation of the Conversion, whichever date
shall first occur.
In the event the Company is unable to sell a minimum of _______ Shares
(or such lesser amount as the OTS may permit) within the period herein provided,
this Agreement shall terminate, and the Company and the Bank shall refund
promptly to any persons who have subscribed for any of the Shares, the full
amount which it may have received from them, together with interest as provided
in the Prospectus, and no party to this Agreement shall have any obligation to
the other party hereunder, except as set forth in Sections 6, 8 and 9 hereof.
Appropriate arrangements for placing the funds received from subscriptions for
Shares in special interest-bearing accounts with the Bank until all Shares are
sold and paid for were made prior to the commencement of the Subscription and
Community Offering, with provision for prompt refund to the purchasers as set
forth above, or for delivery to the Company if all Shares are sold.
If all conditions precedent to the consummation of the Conversion are
satisfied, including the sale of all Shares required by the Plan to be sold, the
Company agrees to issue or have issued such Shares and to release for delivery
certificates to subscribers thereof for such Shares on the Closing Date against
payment to the Company by any means authorized pursuant to the Prospectus, at
the principal office of the Company at 400 Delaware Avenue, Wilmington, Delaware
19801 or at such other place as shall be agreed upon between the parties hereto.
The date upon which the Company shall release the Shares sold in the Offerings
in accordance with the terms hereof is herein called the "Closing Date."
Trident agrees either (a) upon receipt of an executed order form of a
subscriber to forward the offering price of the Common Stock ordered on or
before twelve noon on the next business day following receipt or execution of an
order form by Trident to the Bank for deposit in a segregated account or (b) to
solicit indications of interest in which event (i) Trident will subsequently
contact any potential subscriber 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 subscribees behalf, (ii) Trident
will mail acknowledgments of receipt of orders to each subscriber confirming
interest on the business day following such confimiation, (iii) Trident will
debit accounts of such subscfibers on the fifth business day ("debit date")
following receipt of the confirmation referred to in (i), and (iv) Trident will
forward completed order forms together with such funds to the Bank on or before
twelve noon on
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 12
the next business day following the debit date for deposit in a segregated
account. Trident acknowledges that if the procedure in (b) is adopted,
subscribers' funds are not required to be in their accounts until the debit
date.
In addition to the expenses specified in Section 6 hereof Trident shall
receive the following compensation for its services hereunder:
(a) (i) a proxy solicitation and conversion center management fee
in the amount of $10,000, (ii) a commission equal to one and one half
percent (1.5%) of the aggregate dollars amount of capital stock sold
in the subscription and community offerings, excluding any shares of
conversion stock sold to the Bank's directors, executive officers and
the ESOP. Additionally, commissions, will be excluded on those shares
sold to Associates (as defined in the Plan) of the Bank's directors
and executives officers, and (iii) for stock sold by other NASD member
firms under selected dealer's agreements, the commission shall not
exceed a fee to be agreed upon jointly by Trident, the Company and the
Bank to reflect market requirements at the time of the stock
allocation in a Syndicated Community Offering. All such fees are to be
payable in next-day funds to Trident on the Closing Date.
(b) Trident shall be reimbursed for allocable expenses, including
but not limited to travel, communications, legal fees and expenses and
postage, incurred by it whether or not the Offerings are successfully
completed; provided, however, that neither the Company nor the Bank
shall pay or reimburse Trident for any of the foregoing expenses
accrued after Trident shall have notified the Company or the Bank of
its election to terminate this Agreement pursuant to Section 11 hereof
or after such time as the Company or the Bank shall have given notice
in accordance with Section 12 hereof that Trident is in breach of this
Agreement. Trident's reimbursable out of pocket expenses will not
exceed $10,000 and its reimbursable legal fees will not exceed $27,500
(excluding out of pocket expenses). Full payment to defray Trident's
reimbursable expenses shall be made in next-day funds on the Closing
Date or, if the Conversion is not completed and is terminated for any
reason, within ten (10) business days of receipt by the Company of a
written request from Trident for reimbursement of its expenses.
Trident acknowledges receipt of $2,000 advance payment from the Bank
which shall be credited against the total reimbursement due Trident
hereunder.
(c) Notwithstanding the limitations on reimbursement of Trident
for allocable expenses provided in the immediately preceding paragraph
(b), in the event that a resolicitation, for a reason other than
failure to obtain sufficient orders to reach the minimum of the
estimated price range established in the Conversion, or other event
causes the Offerings to be extended beyond their original expiration
date, Trident shall be reimbursed for its allocable expenses incurred
during such extended period, provided that the allowance for allocable
expenses provided for in the immediately preceding paragraph (b) above
have been exhausted and subject to the following. Such reimbursement
shall be in amount equal to the product obtained by dividing $10,000
(original out-of-pocket expenses) by the total number of days of the
unextended
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 13
Subscription Offering (calculated from the date of the Prospectus to
the intended close of the Subscription Offering as stated in the
Prospectus) and multiplying such product by the number of days of the
extension (that number of days from the date of the supplemental
prospectus used in the extended Subscription Offering to the closing
of the extension of the Subscription Offering described in such
supplemental prospectus).
The Company shall pay any stock issue and transfer taxes which may be
payable with respect to the sale of the Shares. The Company and the Bank shall
also pay all expenses of the Conversion incurred by them or on their prior
approval including but not limited to their attorneys' fees, NASD filing fees,
and attorneys' fees relating to any required state securities laws research and
filings, telephone charges, air freight, rental equipment, supplies, transfer
agent charges, fees relating to auditing and accounting and costs of printing
all documents necessary in connection with the Conversion.
4. Offering. Subject to the provisions of Section 7 hereof, Trident is
assisting the Company on a best efforts basis in offering a minimum of _______
and a maximum of _______ Shares, with the possibility of offering up to _______
Shares (except as the OTS may permit to be decreased or increased) in the
Subscription and Community Offerings. The Shares are to be offered to the public
at the price set forth on the cover page of the Prospectus and the first page of
this Agreement.
5. Further Agreement. The Company and the Bank jointly and severally
covenant and agree that:
(a) The Company shall deliver to Trident, from time to time, such
number of copies of the Prospectus as Trident reasonably may request.
The Company authorizes Trident to use the Prospectus in any lawful
manner in connection with the offer and sale of the Shares.
(b) The Company will notify Trident immediately upon discovery,
and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement becomes effective or any
supplement to the Prospectus has been filed, (ii) of the issuance by
the Conunission of any stop order relating to the Registration
Statement or of the initiation or the threat of any proceedings for
that purpose, (iii) of the receipt of any notice with respect to the
suspension of the qualification of the Shares for offering or sale in
any jurisdiction, and (iv) of the receipt of any comments from the
staff of the Commission relating to the Registration Statement. If the
Commission enters a stop order relating to the Registration Statement
at any time, the Company will make every reasonable effort to obtain
the lifting of such order at the earliest possible moment.
(c) During the time when a prospectus is required to be delivered
under the Act, the Company will comply so far as it is able with all
requirements imposed upon it by the Act, as now in effect and
hereafter amended, and by the SEC Regulations, as from time to the in
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 14
force, so far as necessary to permit the continuance of offers and
sales of or dealings in the Shares in accordance with the provisions
hereof and the Prospectus. If during the period when the Prospectus is
required to be delivered in connection with the offer and sale of the
Shares any event relating to or affecting the Company and the Bank,
taken as a whole, shall occur as a result of which it is necessary, in
the opinion of counsel for Trident, with the concurrence of counsel to
the Company, to amend or supplement the Prospectus in order to make
the Prospectus not false or misleading in light of the circumstances
existing at the time it is delivered to a purchaser of the Shares, the
Company forthwith shall prepare and furnish to Trident a reasonable
number of copies of an amendment or amendments or of a supplement or
supplements to the Prospectus (in form and substance satisfactory to
counsel for Trident) which shall amend or supplement the Prospectus so
that, as amended or supplemented, the Prospectus shall 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 of the Shares, not misleading. The Company will not file or
use any amendment or supplement to the Registration Statement or the
Prospectus of which Trident has not first been funished a copy or to
which Trident shall reasonably object after having been furnished such
copy. For the purposes of this subsection the Company and the Bank
shall furnish such information with respect to themselves as Trident
from time to time may reasonably request. The Company shall reimburse
Trident for its costs, including legal expenses, in connection with
any amendment or supplement to the Registration Statement or
Prospectus with respect to any event described in this paragraph.
(d) The Company and the Bank have taken or will take all
reasonably necessary action as may be required to qualify or register
the Shares for offer and sale by the Company under the securities or
blue sky laws of such jurisdictions as Trident and either the Company
or its counsel may agree upon; provided, however, that the Company
shall not be obligated to qualify as a foreign corporation to do
business under the laws of any such jurisdiction. In each jurisdiction
where such qualification or registration shall be effected, the
Company, unless Trident agrees that such action is not necessary or
advisable in connection with the distribution of the Shares, shall
file and make such statements or reports as are, or reasonably may be,
required by the laws of such jurisdiction.
(e) Appropriate entries will be made in the financial records of
the Bank sufficient to establish a liquidation account for the benefit
of eligible account holders and supplemental eligible account holders
in accordance with the requirements of the OTS.
(f) The Company will file a registration statement for the Common
Stock under Section 12(g) of the Exchange Act, prior to completion of
the stock offering pursuant to the Plan and shall request that such
registration statement be effective upon completion of the Conversion.
The Company shall maintain the effectiveness of such registration for
a minimum period of three years or for such shorter period as may be
required by applicable law.
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 15
(g) The Company will make generally available to its security
holders as soon as practicable, but not later than 90 days after the
close of the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 of the regulations
promulgated under the Act) covering a twelve-month period beginning
not later than the first day of the Company's fiscal quarter next
following the effective date (as defined in said Rule 158) of the
Registration Statement.
(h) For a period of three (3) years from the date of this
Agreement (unless the Common Stock shall have been deregistered under
the Exchange Act), the Company will furnish to Trident, as soon as
publicly available after the end of each fiscal year, a copy of its
annual report to shareholders for such year, and the Company will
furnish to Trident (i) as soon as publicly available, a copy of each
report or definitive proxy statement of the Company filed with the
Commission under the Exchange Act or mailed to shareholders, and (ii)
from time to time, such other public information concerning the
Company as Trident may reasonably request.
(i) The Company shall use the net proceeds from the sale of the
Shares consistently with the manner set forth in the Prospectus.
(j) The Company shall not deliver the Shares until each and every
condition set forth in Section 7 hereof has been satisfied, unless
such condition is waived by Trident.
(k) The Company or its agent (other than Trident) shall advise
Trident, if necessary, as to the allocation of deposits, in the case
of eligible account holders, and votes, in the case of other members,
and of the Shares in the event of an oversubscription and shall
provide Trident final instructions as to the allocation of the Shares
("Allocation Instructions") in such event and such information shall
be accurate and reliable. Trident shall be entitled to rely on such
instructions and shall have no liability in respect of its reliance
thereon, including without limitation, no liability for or related to
any denial or grant of a subscription in whole or in part.
(l) The Company and the Bank will take such actions and furnish
such information as are reasonably requested by Trident in order for
Trident to ensure compliance with the NASD's "Interpretation Relating
to Free-Riding and Withholding."
6. Payment of Expenses. Whether or not the Conversion is consummated,
the Company and the Bank shall pay or reimburse Trident for (a) all filing fees
paid or incurred by Trident in connection with all filings with the NASD with
respect to the Subscription and Community Offerings, and (b) in addition, if the
Company is unable to sell a minimum of _______ Shares or such lesser amount as
the OTS may permit or the Conversion is otherwise terminated, the Company and
the Bank shall reimburse Trident for allocable expenses incurred by Trident
relating to the offering of the Shares as provided in Section 3 hereof,
provided, however, that neither the Company nor the Bank shall pay
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 16
or reimburse Trident for any of the foregoing expenses accrued after Trident
shall have notified the Company or the Bank of its election to terminate this
Agreement pursuant to Section 11 hereof or after such time as the Company or the
Bank shall have given notice in accordance with Section 12 hereof that Trident
is in breach of this Agreement.
7. Conditions of Trident's Obligations. Except as may be waived by
Trident, the obligations of Trident as provided herein shall be subject to the
accuracy of the representations and warranties contained in Section 2 hereof as
of the date hereof and as of the Closing Date, to the performance by the Company
and the Bank of their obligations hereunder and to the following conditions:
(a) At the Closing Date, Trident shall receive the favorable
opinions of Peabody and Brown, special counsel for the Company and the
Bank, dated the Closing Date, addressed to Trident in form and
substance reasonably satisfactory to counsel for Trident and 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 its
jurisdiction of incorporation, and the Bank is validly existing
as a mutual savings bank in good standing under the laws of the
United States, each with full power and authority to own its
properties and conduct its business as described in the
Prospectus;
(ii) each of the Company and the Bank has been qualified to
do business and, to such counsel's knowledge, is in good standing
as a foreign corporation in each jurisdiction where the ownership
or leasing of its properties or the conduct of its business
requires such qualification or, if not so qualified and in good
standing, failure to so qualify would not have any material
adverse effect on the Company and the Bank, taken as a whole;
(iii) the Bank is a member of the Federal Home Loan Bank of
Pittsburgh, and the deposit accounts of the Bank are insured by
the SAIF up to the applicable legal limits;
(iv) to the knowledge of such counsel, the activities of the
Bank as such activities are described in the Prospectus are
permitted under federal and Delaware law to subsidiaries of a
Delaware business corporation, and the Bank does not have any
subsidiaries;
(v) to the knowledge of such counsel, the Bank has obtained
all licenses, permits and other governmental authorizations
currently required for the conduct of its business as such
business is described in the Prospectus, all such licenses,
permits and other governmental authorizations are in full force
and effect and the Bank is in all
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 17
material respects complying therewith, except where the failure
to hold such licenses, permits or governmental authorizations or
the failure to so comply would not have a material adverse effect
on the Company and the Bank, taken as a whole;
(vi) the Plan complies with, and, to the knowledge of such
counsel, the Conversion of the Bank from a Federally-chartered
mutual savings bank to a Federally-chartered stock savings bank
and the creation of the Company as a holding company for the Bank
have been effected in all material respects in accordance with,
the laws of the State of Delaware and the OTS Regulations (except
for compliance with certain post-closing conditions imposed by
the OTS as to which no opinion need be rendered); to such
counsel's knowledge, all of the terms, conditions, requirements
and provisions with respect to the Plan and the Conversion
imposed by the OTS, except with respect to the filing or
submission of certain required post-Conversion reports or other
materials by the Company or the Bank, have been complied with by
the Company and the Bank, and, to the knowledge of such counsel,
no person has sought to obtain regulatory or judicial review of
the final action of the OTS in approving the Application;
(vii) the Company and Bank have authorized Common Stock as
set forth in the Registration Statement and the Prospectus, and
the description of such Common Stock in the Registration
Statement and the Prospectus is accurate in all material
respects;
(viii) the issuance and sale of the Shares have been duly
and validly authorized by all necessary corporate action on the
part of the Company; the Shares, upon receipt of payment and
issuance in accordance with the terms of the Plan and this
Agreement, will be validly issued, fully paid, nonassessable and
free of preemptive rights, and good title thereto shall be
transferred by the Company free and clear of all claims,
encumbrances, security interests and liens created by the
Company;
(ix) the certificates for the Shares are in proper form and
comply in all material respects with applicable Delaware law;
(x) the issuance and sale of the capital stock of the Bank
to the Company have been duly authorized by all necessary
corporate action of the Bank and the Company and have received
the approval of the OTS, and such capital stock, upon receipt of
payment and issuance in accordance with the terms of the Plan,
will be validly issued, fully paid and nonassessable and owned of
record and, to the knowledge of such counsel, beneficially by the
Company;
(xi) subject to the satisfaction of the conditions to the
OTS's approval of the Application, no further approval,
authorization, consent or other order of any federal
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 18
banking or securities agency or the OTS or any other public
Delaware board or body is required in connection with the
execution and delivery of this Agreement, the issuance of the
Shares and the consummation of the Conversion, except with
respect to the issuance to the Bank of the Stock Charter by the
OTS and as may be required under the "blue sky" laws of various
jurisdictions,
(xii) the execution and delivery of this Agreement and the
consummation of the Conversion have been duly and validly
authorized by all necessary corporate action on the part of each
of the Company and the Bank, and this Agreement is a legal, valid
and binding obligation of each of the Company and the Bank,
enforceable in accordance with its terms (except as the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization, receivership, conservatorship or
similar laws relating to or affecting the enforcement of
creditors' rights generally or the rights of creditors of
depository institutions whose accounts are insured by the FDIC or
depository institution holding companies the accounts of whose
subsidiaries are insured by the FDIC or by general equity
principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law, or by laws
relating to the safety and soundness of insured depository
institutions and their affiliates, and except to the extent that
the provisions of Sections 8 and 9 hereof may be unenforceable as
against public policy or applicable law, including but not
limited to Section 23A, as to which no opinion need be rendered);
(xiii) to such counsel's knowledge, there are no material
legal or governmental proceedings pending or threatened against
or involving the assets of the Company or the Bank (provided that
for this purpose such counsel need not regard any litigation or
governmental procedure to be "threatened" unless the potential
litigant or government authority has manifested to the management
of the Company or the Bank, or to such counsel, a present
intention to initiate such litigation or proceeding);
(xiv) the statements in the Prospectus under the captions
"Regulation," "Taxation," "Dividend Policy," "Restrictions on
Acquisition of the Company" and "Description of Capital Stock of
the Company," insofar as they are, or refer to, statements of law
or legal conclusions (excluding financial data included therein,
as to which an opinion need not be expressed), have been prepared
or reviewed by such counsel and are correct in all material
respects;
(xv) the Application has been approved by the OTS, and the
Prospectus and the Proxy Statement have been authorized for use
by the OTS; the Registration Statement and any post-effective
amendment thereto has been declared effective by the Commission;
except as to any necessary qualifications or registration under
the securities laws of the jurisdictions in which the Shares were
offered, no further approval of any governmental authority is
required for the issuance and sale of the
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 19
Shares (subject to the satisfaction of various conditions
subsequent imposed by the OTS in connection with its approval of
the Application, and no proceedings are pending by or before the
Commission or the OTS seeking to revoke or rescind the orders
declaring the Registration Statement effective, approving the
Application, or, to the knowledge of such counsel are
contemplated or threatened;
(xvi) the execution and delivery of this Agreement and the
consummation of the Conversion by the Company and the Bank do not
conflict with or result in a breach of the articles of
incorporation or bylaws of the Company or the Bank (in either
mutual or stock form), or, to the best knowledge of such
counsel, constitute a material breach of or default (or an event
which, with notice or lapse of time or both, would constitute a
default) under, give rise to any right of termination,
cancellation or acceleration contained in, or result in the
creation or imposition of any lien, charge or other encumbrance
upon any of the properties or assets of the Company or the Bank
pursuant to any of the terms, provisions or conditions of, any
material agreement, contract, indenture, bond, debenture, note,
instrument or obligation to which the Company or the Bank is a
party (other than the establishment of the liquidation account
pursuant to the Plan) or violate any governmental license or
permit or any enforceable published law, administrative
regulation or order or court order, writ, injunction or decree
(subject to the satisfaction of certain conditions imposed by the
OTS in connection with its approval of the Application), which
breach, default, encumbrance or violation would have a material
adverse effect on the condition (financial or otherwise),
operations, business, assets or properties of the Company and the
Bank taken as a whole,
(xvii) to the knowledge of such counsel, there has been no
material breach of any provision of the Company's or the Bank's
articles of incorporation or charter or bylaws or breach or
default (or the occurrence of any event which, with notice or
lapse of time or both, would constitute a default) under any
agreement, contract, indenture, bond, debenture, note, instrument
or obligation to which the Company or the Bank is a party or by
which either of them or any of their respective assets or
properties may be bound or is subject, or violation of any
governmental license or permit, or a violation of any enforceable
published law, administrative regulation or order, or court
order, writ, injunction or decree which breach, default
encumbrance or violation would have a material adverse effect on
the condition (financial or otherwise), operations, business,
assets or properties of the Company and the Bank taken as a
whole; and,
(xviii) the Application, the Registration Statement, the
Prospectus and the Proxy Statement, in each case as amended,
comply as to form in all material respects with the requirements
of the Act, the HOLA, the SEC Regulations, and the OTS
Regulations, as the case may be (except as to information with
respect to Trident included therein and financial statements,
notes to financial statements, financial tables
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 20
and other financial and statistical data, including the appraisal
and related stock valuation information, included therein, as to
which an opinion need not be expressed); to such counsel's
knowledge, all documents and exhibits required to be filed with
the Application, and the Registration Statement have been so
filed, and the descriptions in the Application and the Regisntion
Statement of such documents and exhibits are accurate in all
material respects.
In rendering such opinions, such counsel may rely as to matters
of fact on certificates of officers and directors of the Company and
the Bank and certificates of public officials delivered pursuant
hereto. Such counsel may assume that any agreement is the valid and
binding obligation of any parties to such agreement other than the
Company and the Bank. Such opinions may be governed by, and
interpreted in accordance with, the Legal Opinion Accord (the
"Accord") of the ABA Section of Business Law (1991), and, as a
consequence, references in such opinions to such counsel's "knowledge"
may be limited to "actual knowledge" as defined in the Accord (or
knowledge based on certificates). Such opinions may be limited to
present statutes, regulations and judicial interpretations and to
facts as they presently exist; in rendering such opinions, such
counsel need assume no obligation to revise or supplement them should
the present laws be changed by legislative or regulatory action,
judicial decision or otherwise; and such counsel need express no view,
opinion or belief with respect to whether any proposed or pending
legislation, if enacted, or any regulations or any policy statements
issued by any regulatory agency, whether or not promulgated pursuant
to any such legislation, would affect the validity of the execution
and delivery by the Company and the Bank of this Agreement or the
issuance of the Shares.
(b) At the Closing Date, Trident shall receive the letters of
Peabody and Brown, special counsel for the Company and the Bank, dated
the Closing Date, addressed to Trident, in form and substance
reasonably satisfactory to counsel for Trident and to the effect that
based on such counsel's participation in conferences with
representatives of the Company, the Bank, its counsel, the independent
appraiser, the independent certified public accountants, Trident and
its counsel, review of documents and understanding of applicable law
(including the requirements of Form SB-2) and the experience such
counsel has gained in its practice under the Act, nothing has come to
such counsel's attention that would lead it to believe that the
Registration Statement, as amended (except as to information in
respect of Trident contained therein and except as to the financial
statements, notes to financial statements, financial tables and other
financial and statistical data and stock valuation information
contained therein, as to which such counsel need express no comment),
at the time it became effective contained any untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements made therein not
misleading, or that the Prospectus, as amended (except as to
information in respect of Trident contained therein and except as to
financial statements, notes to financial statements, financial tables
and other financial and statistical data and stock valuation
information contained therein as to which such counsel need express no
comment), as of its date and at the Closing Date, contained any untrue
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 21
statement of a material fact or omitted 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 (in making
this statement such counsel may state that it has not undertaken to
verify independently the information in the Registration Statement or
Prospectus and, therefore, does not assume any responsibility for the
accuracy or completeness thereof).
(c) Counsel for Trident shall have been furnished such documents
as they reasonably may require for the purpose of enabling them to
review or pass upon the matters required by Trident, and for the
purpose of evidencing the accuracy, completeness or satisfaction of
any of the representations, warranties or conditions herein contained,
including but not limited to, resolutions of the Board of Directors of
the Company and the Bank regarding the authorization of this Agreement
and the transactions contemplated hereby.
(d) Prior to and at the Closing Date, in the reasonable opinion
of Trident, (i) there shall have been no material adverse change in
the condition, financial or otherwise, business or results of
operations of the Company and the Bank, taken as a whole, since the
latest date as of which such condition is set forth in the Prospectus,
except as referred to therein; (ii) there shall have been no
transaction entered into by the Company or the Bank after the latest
date as of which the financial condition of the Company or the Bank is
set forth in the Prospectus other than transactions referred to or
contemplated therein, transactions in the ordinary course of business,
and transactions which are not material to the Company and the Bank,
taken as a whole; (iii) none of the Company or the Bank shall have
received from the OTS, the FDIC or the Commission any directive (oral
or written) to make any change in the method of conducting their
respective businesses which is material to the business of the Company
and the Bank, taken as a whole, with which they have not complied;
(iv) no action, suit or proceeding, at law or in equity or before or
by any federal or state commission, board or other administrative
agency, shall be pending or threatened against the Company or the Bank
or affecting any of their respective assets, wherein an unfavorable
decision, ruling or finding would have a material adverse effect on
the business, operations, financial condition or income of the Company
and the Bank, taken as a whole; and (v) the Shares shall have been
qualified or registered for offering and sale by the Company under the
securities or blue sky laws of such jurisdictions as Trident and the
Company shall have agreed upon.
(e) At the Closing Date, Trident shall receive a certificate of
the principal executive officer and the principal financial officer of
each of the Company and the Bank, dated the Closing Date, to the
effect that: (i) they have examined the Prospectus and, at the time
the Prospectus became authorized by the Company for use, the
Prospectus did 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 with respect to the Company or the Bank;
(ii) since the date the Prospectus became authorized by the Company
for use, no event has occurred which should have been set forth in an
amendment or supplement to the Prospectus which has not been so set
forth, including
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 22
specifically, but without limitation, any material change in the
business, condition (financial or otherwise) or results of operations
of the Company or the Bank and, the conditions set forth in clauses
(ii) through (iv) inclusive of subsection (d) of this Section 7 have
been satisfied; (iii) to the best knowledge of such officers, no order
has been issued by the Commission or the OTS to suspend the
Subscription Offering or the Community Offering or the effectiveness
of the Prospectus, and no action for such purposes has been instituted
or threatened by the Commission or the OTS; (iv) to the best knowledge
of such officers, no person has sought to obtain review of the final
actions of the OTS approving the Plan; and (v) all of the
representations and warranties contained in Section 2 of this
Agreement are true and correct, with the same force and effect as
though expressly made on the Closing Date.
(f) At the Closing Date, Trident shall receive, among other
documents, (i) copies of the letters from the OTS authorizing the use
of the Prospectus and the Proxy Statement, (ii) a copy of the order of
the Commission declaring the Registration Statement effective; (iii)
copies of the letters from the OTS evidencing the corporate existence
of the Bank; (iv) a copy of the letter from the appropriate Delaware
authority evidencing the incorporation (and, if generally available
from such authority, good standing) of the Company; (v) a copy of the
Company's articles of incorporation certified by the appropriate
Delaware governmental authority; and, (vi) if available, a copy of the
letter from the OTS approving the Banks Stock Charter.
(g) As soon as available after the Closing Date, Trident shall
receive a certified copy of the Bank's Stock Charter executed by the
an appropriate official of the OTS.
(h) Concurrently with the execution of this Agreement, Trident
acknowledges receipt of a letter from Deloitte & Touche LLP,
independent certified public accountants, addressed to Trident and the
Company, in substance and form satisfactory to counsel for Trident,
with respect to the financial statements and certain financial
information contained in the Prospectus.
(i) At the Closing Date, Trident shall receive a letter in form
and substance satisfactory to counsel for Trident from Deloitte and
Touche LLP, independent certified public accountants, dated the
Closing Date and addressed to Trident and the Company, confirming the
statements made by them in the letter delivered by them pursuant to
the preceding subsection as of a specified date not more than five (5)
days prior to the Closing Date.
All such opinions, certificates, letters and documents shall be in
compliance with the provisions hereof only if they are, in the reasonable
opinion of Trident and its counsel, satisfactory to Trident and its counsel. Any
certificates signed by an officer or director of the Company or the Bank
prepared for Trident's reliance and delivered to Trident or to counsel for
Trident shall be deemed a representation and warranty by the Company and the
Bank to Trident as to the statements made therein. If any condition to Trident's
obligations hereunder to be fulfilled prior to or at the Closing Date is not so
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 23
fulfilled, Trident may terminate this Agreement or, if Trident so elects, may
waive any such conditions which have not been fulfilled, or may extend the time
of their fulfillment. If Trident terminates this Agreement as aforesaid, the
Company and the Bank shall reimburse Trident for its expenses as provided in
Section 3(b) hereof
8. Indemnification.
(a) The Company and the Bank jointly and severally agree to
indemnify and hold harmless Trident, its officers, directors and
employees and each person, if any, who controls Trident within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,
against any and all loss, liability, claim, damage and expense
whatsoever and shall further promptly reimburse such persons for any
legal or other expenses reasonably incurred by each or any of them in
investigating, preparing to defend or defending against any such
action, proceeding or claim (whether commenced or threatened) arising
out of or based upon (A) any untrue or alleged untrue statement of a
material fact or the omission or alleged omission of a material fact
required to be stated or necessary to make the statements, in light of
the circumstances under which they were made, not misleading,
contained in (i) the Registration Statement or the Prospectus or (ii)
any application (including the Application) or other document or
communication (in this Section 8 collectively called "Applications")
prepared or executed by or on behalf of the Company or the Bank or
based upon written information furnished by or on behalf of the
Company or the Bank, filed in any jurisdiction, to effect the
Conversion or qualify the Shares under the securities laws thereof or
filed with the OTS or the Commission with respect to the Conversion,
unless such statement or omission was made in reliance upon and in
conformity with written information furnished to the Company or the
Bank with respect to Trident by or on behalf of Trident expressly for
use in the Prospectus or any amendment or supplement thereof or in any
of the Applications, as the case may be, or (B) the participation by
Trident in the Conversion. This indemnity shall be in addition to any
liability the Company and the Bank may have to Trident otherwise. This
indemnity shall not be applicable with respect to any loss, liability,
claim damage or expense whatsoever if it is determined by final
judgment of a court having jurisdiction over the matter that such
loss, liability, claim, damage or expense was primarily the result of
Trident's willful misconduct or gross negligence.
(b) The Company shall indemnify and hold Trident harmless for any
liability whatsoever arising out of (i) the Allocation Instructions or
(ii) any records of account holders, depositors, borrowers and other
members of the Bank delivered to Trident by the Bank or its agents for
use during the Conversion.
(c) Trident agrees to indemnify and hold harmless the Company and
the Bank, their officers, directors and employees and each person, if
any, who controls the Company and the Bank within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, to the
same extent as the foregoing indemnity from the Company and the Bank
to Trident, but
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 24
only with respect to (A) statements or omissions, if any, made in the
Prospectus or any amendment or supplement thereof, in any Application
or to a purchaser of the Shares in reliance upon, and in conformity
with, written information furnished to the Company or the Bank with
respect to Trident by or on behalf of Trident expressly for use in the
Prospectus or in any of the Applications, or (B) any liability of the
Company or the Bank which is found in a final judgment by a court of
competent jurisdiction (not subject to further appeal) to have
primarily resulted from gross negligence or willful misconduct of
Trident.
(d) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 8, notify the
indemnifying party of the commencement thereof, but the omission so to
notify the indemnifying party will not relieve it from any liability
which it may have to any indemnified party otherwise than under this
Section 8. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with the other
indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 8 for any legal or
other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than the reasonable cost of
investigation except as otherwise provided herein. In the event the
indemnifying party elects to assume the defense of any such action and
retain counsel acceptable to the indemnified party, the indemnified
party may retain additional counsel, but shall bear the fees and
expenses of such counsel unless (i) the indemnifying party shall have
specifically authorized the indemnified party to retain such counsel
or (ii) the parties to such suit include such indemnifying party and
the indemnified party, and such indemnified party shall have been
advised by counsel that one or more material legal defenses may be
available to the indemnified party which may not be available to the
indemnifying party, in which case the indemnifying party shall not be
entitled to assume the defense of such suit notwithstanding the
indemnifying party's obligation to bear the fees and expenses of such
counsel. An indemnifying party against whom indemnity may be sought
shall not be liable to indemnify an indemnified party under this
Section 8 if any settlement of any such action is effected without
such indemnifying party's consent. In no event shall the indemnifying
parties be liable for the fees and expenses of more than one separate
firm of attorneys for each indemnified party in connection with any
one action, proceeding, claim or suit or separate but similar or
related actions, proceedings or claims in the same jurisdiction
arising out of the same general allegations or circumstances unless
such indemnified parties receive an opinion of counsel that they need
separate representation because of potential conflicts of interest
between such indemnified parties or because some indemnified parties
have claims or defenses which are not shared by other indemnified
parties. To the extent required by law, this Section 8 is subject to
and limited by the provisions of Section 23A.
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Trident Securities, Inc.
Sales Agency Agreement
Page 25
9. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 8 above is for any reason held to be unavailable to Trident, the Company
and/or the Bank other than in accordance with its terms, the Company or the Bank
and Trident shall contribute to the aggregate losses, liabilities, claims,
damages, and expenses of the nature contemplated by said indemnity agreement
incurred by the Company or the Bank and Trident (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Bank on the one hand and Trident on the other from the offering of the Shares or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above, but also the relative fault
of the Company or the Bank on the one hand and Trident on the other hand in
connection with the statements or omissions which resulted in such losses, claim
damages, liabilities or judgments, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Bank on
the one hand and Trident on the other shall be deemed to be in the same
proportions as the total net proceeds from the Conversion received by the
Company and the Bank bear to the total fees received by Trident under this
Agreement. The relative fault of the Company or the Bank on the one hand and
Trident on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Bank or by Trident and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
The Company and the Bank and Trident agree that it would not be just
and equitable if contribution pursuant to this Section 9 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by the indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 9, Trident shall not be required
to contribute any amount in excess of the amount by which fees owed Trident
pursuant to this Agreement exceeds the amount of any damages which Trident has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who is not guilty of such fraudulent
misrepresentation. To the extent required by law, this Section 9 is subject to
and limited by public policy and applicable law, including but not limited to
the provisions of Section 23A.
10. Survival of Agreements, Representations and Indemnities. The
respective indemnities of the Company and the Bank and Trident and the
representation and warranties of the Company and the Bank and of Trident 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
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 26
on behalf of Trident or the Company or the Bank or any controlling person or
indemnified party referred to in Section 8 hereof, and shall survive any
termination or consummation of this Agreement and/or the issuance of the Shares,
and any legal representative of Trident, the Company, the Bank and any such
controlling persons shall be entitled to the benefit of the respective
agreements, indemnities, warranties and representations.
11. Termination. Trident may terminate this Agreement by giving the
notice indicated below in this Section at any time after this Agreement becomes
effective as follows:
(a) If any domestic or international event or act or occurrence
has materially disrupted the United States securities markets such as
to make it, in Trident's reasonable opinion, impracticable to proceed
with the offering of the Shares; or if trading on the New York Stock
Exchange shall have suspended; or if the United States shall have
become involved in a war or major hostilities; or if a general banking
moratorium has been declared by a state or federal authority which has
material effect on the Bank or the Conversion, or if a moratorium in
foreign exchange trading by major international banks or persons has
been declared; or if there shall have been a material adverse change
in the capitalization, condition or business or prospects of the
Company, or if the Bank shall have sustained a material or substantial
loss by fire, flood, accident, hurricane, earthquake, theft, sabotage
or other calamity or malicious act, whether or not said loss shall
have been insured.
(b) If Trident elects to terminate this Agreement as provided in
this Section, the Company and the Bank shall be notified promptly by
Trident by telephone or telegram, confirmed by letter.
(c) If this Agreement is terminated by Trident for any of the
reasons set forth in subsection (a) above, and to fulfill its
obligations, if any, pursuant to Sections 3(b), 3(c), 6, 8(a) and 9 of
this Agreement and upon demand, the Company and the Bank shall pay
Trident the full amount so owing thereunder.
(d) The Bank may terminate the Conversion in accordance with the
terms of the Plan. Such termination shall be without liability to any
party, except that the Company and the Bank shall be required to
fulfill their obligations pursuant to Sections 3(b), 3(c), 6, 8(a) and
9 of this Agreement.
12. Notices. All communications hereunder, except as herein otherwise
specifically provided, shall be in writing and if sent to Trident shall be
mailed, delivered or telegraphed and confirmed to Trident Securities, Inc., 4601
Six Forks Road, Suite 400, Raleigh, North Carolina 27609, Attention: Mr. R. Lee
Burrows, Jr. (with a copy to Elias, Matz, Tiernan & Herrick, LLP, 734 15th
Street, N.W., Washington, DC 20005, Attention: Stephen M. Ege, Esquire) and if
sent to the Company or the Bank, shall be mailed, delivered or telegraphed and
confirmed to Delaware First Financial Corporation, Ninth Ward Savings Bank, 400
Delaware Avenue, Wilmington, Delaware
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 27
19801, Attention: Mr. Ronald P. Crouch, President (with a copy to Peabody &
Brown, 1255 23rd Street, N.W., Suite 800, Washington, D.C. 20037, Attention:
Raymond J. Gustini, Esquire).
13. Parties. This Agreement shall inure solely to the benefit of, and
shall be binding upon, Trident, the Company, the Bank and the controlling and
other persons referred to in Section 8 hereof, and their respective successors,
legal representatives and assigns, and no other person shall have or be
construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Agreement or any provision herein contained.
14. Construction. Unless governed by preemptive federal law, this
Agreement shall be governed by and construed in accordance with the substantive
laws of North Carolina.
15. Counterparts. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which together shall constitute but one and the same instrument.
Please acknowledge your agreement to the foregoing by signing below and
returning to the Company one copy of this letter.
DELAWARE FIRST FINANCIAL CORPORATION
By:________________
Ronald P. Crouch
President and Chief
Executive Officer
Date:______________
NINTH WARD SAVINGS BANK, FSB
By:________________
Ronald P. Crouch
President and Chief
Executive Officer
Date:______________
Agreed to and accepted:
TRIDENT SECURITIES, INC.
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 28
By:__________________
Date:________________
<PAGE>
Exhibit A
Trident Securities, Inc. is a registered selling agent in the jurisdictions
listed below:
Alabama Missouri
Arizona Nebraska
Arkansas Nevada
California New Hampshire
Colorado New Jersey
Connecticut New Mexico
Delaware New York
District of Columbia North Carolina
Florida North Dakota (Trident Securities, Inc. only,
no agents)
Georgia Ohio
Idaho Oklahoma
Illinois Oregon
Indiana Pennsylvania
Iowa Rhode Island
Kansas South Carolina
Kentucky Tennessee
Delaware Texas
Maine Vermont
Maryland Virginia
Massachusetts Washington
Michigan West Virginia
Minnesota Wisconsin
Mississippi Wyoming
Trident Securities, Inc. is not a registered selling agent in the jurisdictions
listed below:
Alaska
Hawaii
Montana
South Dakota
Utah
EXHIBIT 4
FORM OF STOCK CERTIFICATE
OF DELAWARE FIRST FINANCIAL CORPORATION
NUMBER SHARES
- ----------- ---------
COMMON STOCK CUSIP _____
SEE REVERSE FOR
CERTAIN DEFINITIONS
DELAWARE FIRST FINANCIAL CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
SPECIMEN
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE OF
DELAWARE FIRST FINANCIAL CORPORATION (the "Corporation"), a Delaware
corporation. The shares represented by this certificate are transferable only on
the stock transfer books of the Corporation by the holder of record hereof, or
by his duly authorized attorney or legal representative, upon the surrender of
this certificate properly endorsed. This certificate is not valid until
countersigned and registered by the Corporation's transfer agent and registrar.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED. IN WITNESS WHEREOF, the Corporation has caused this certificate to
be executed by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.
DATED
- -------------- -------------------- ---------------------
Secretary SEAL President and Chief
Executive Officer
<PAGE>
The shares represented by this certificate are issued subject to all the
provisions of the certificate of incorporation and bylaws of Delaware First
Financial Corporation (the "Corporation") as from time to time amended (copies
of which are on file at the principal executive offices of the Corporation).
The Corporation's certificate of incorporation also includes a provision
the general effect of which is to require the affirmative vote of the holders of
80% of the outstanding voting shares of the Corporation to approve certain
"business combinations" (as defined in the certificate of incorporation) between
the Corporation and a stockholder owning in excess of 10% of the outstanding
shares of the Corporation. However, the only affirmative vote of a majority of
the outstanding shares or such vote as is otherwise required by law (rather than
the 80% voting requirement) is applicable to the particular transaction is it is
approved by a majority of the "disinterested directors" (as defined in the
certificate of incorporation) or, alternatively, the transaction satisfies
certain minimum price and procedural requirements. The Corporation's certificate
of incorporation also contains a provision which requires the affirmative vote
of holders of at least 80% of the outstanding voting shares of the Corporation
which are not beneficially owned by the "interested person" (as defined in the
certificate of incorporation) to approve the direct or indirect purchase or
other acquisition by the Corporation of any "equity security" (as defined in the
certificate of incorporation) from such interested person.
The Corporation will furnish to any stockholder upon request and without
charge a full statement of the powers, designations, preferences and relative
participating, optional or other special rights of each authorized class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights, to the extent that the same have been fixed, and
of the authority of the board of directors to designate the same with respect to
other series. Such request may be made to the Corporation or to its transfer
agent and registrar.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed, as though they were written out in full
accounting to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - _____ Custodian_______
TEN ENT - as tenants by the entirety (Cust) (Minor)
JT TEN - as joint tenants with right Under Uniform Gift to Minors Act
of survivorship and not as ________________________________
tenants in common (State)
UNIF TRANS MIN ACT - _____ Custodian _____
(Cust) (Minor)
Under Uniform Transfers to Minors Act
_____________________________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------
| |
- --------------------
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE)
________________________________________________________________________________
_________________________________________________________________________ Shares
of Common Stock represented by the within certificates, do and hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said shares on the books of the within named
Corporation with full power of substitution in the premises
Dated: ____________________ ______________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
EXHIBIT 5.1
OPINION OF PEABODY & BROWN
REGARDING LEGALITY OF SECURITIES BEING REGISTERED
[PEABODY & BR0WN LETTERHEAD]
October 31, 1997
Board of Directors
Delaware First Financial Corporation
400 Delaware Avenue
Wilmington, DE 19801
Re: Registration Statement on Form SB-2
Ladies and Gentlemen:
You have requested our opinion as special counsel to Delaware First
Financial Corporation (the "Company") in connection with the Registration
Statement on Form SB-2 filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Registration Statement"). The
Registration Statement relates to shares of common stock of the Company (the
"Common Stock") to be issued in connection with Ninth Ward Savings Bank, FSB's
simultaneous conversion from mutual to stock form and reorganization into the
holding company form of ownership as a wholly owned subsidiary of the Company.
In rendering this opinion, we understand that the Common Stock will be
offered and sold in the manner described in the Prospectus which is a part of
the Registration Statement. We have examined such records and documents and made
such examination as we have deemed relevant in connection with this opinion.
Based upon the foregoing, it is our opinion that the shares of Common Stock
will, when issued and sold as contemplated by the Registration Statement, be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Prospectus under the
heading "Legal Opinion."
Very truly yours,
/s/ Peabody & Brown
EXHIBIT 8.1
FEDERAL TAX OPINION OF PEABODY & BROWN
[PEABODY & BROWN LETTERHEAD]
October 31, 1997
Board of Directors
Ninth Ward Savings Bank, FSB
400 Delaware Avenue
Wilmington, Delaware 19801
Re: Certain Federal Income Tax Consequences Relating to Proposed
Conversion
Ladies and Gentlemen:
In accordance with your request, set forth hereinbelow is the opinion of
this firm relating to certain federal income tax consequences of the proposed
conversion of Ninth Ward Savings Bank (the "Bank") from a federally-chartered
mutual savings and loan bank to a federally-chartered stock savings and loan
bank (the "Converted Bank") and the concurrent acquisition of 100% of the
outstanding capital stock of the Converted Bank by Delaware First Financial
Corporation (the "Company"), a Delaware corporation formed at the direction of
the Board of Directors of the Bank to become the parent holding company of the
Converted Bank and, thereafter, the Bank.
For purposes of this opinion, we have examined such documents and questions
of law as we have considered necessary or appropriate, including but not limited
to the Plan of Conversion as adopted by the Board of Directors of the Bank on
June 30, 1997 (the "Plan") as amended on September 17, 1997; the federal mutual
charter and bylaws of the Bank; the articles of incorporation and bylaws of the
Company; the Affidavit of Representations dated October 31, 1997 provided to us
by the Bank (the "Affidavit"), and the Prospectus (the "Prospectus") included in
Effective Amendment No. 1 to the Registration Statement on Form SB-2 expected to
be filed with the Securities and Exchange Commission ("SEC") on October 31, 1997
(the "Registration Statement"). In such examination, we have assumed, and have
not independently verified, the genuineness of all signatures on original
documents where due execution and delivery are requirements to the effectiveness
thereof. Terms used but not defined herein, whether capitalized or not, shall
have the same meaning as defined in the Plan.
<PAGE>
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 2
BACKGROUND
Based solely upon our review of such documents, and upon such information
as the Bank has provided to us (which we have not attempted to verify in any
respect), and in reliance upon such documents and information, we set forth
hereinbelow a general summary of the relevant facts and proposed transactions,
qualified in its entirety by reference to the documents cited above.
The Bank is a federally-chartered mutual savings and loan association with
its sole office located in Wilmington, Delaware, and which is in the process of
converting to a federally chartered stock savings and loan association. The Bank
was chartered by the State of Delaware in 1922 under the name Ninth Ward
Building and Loan Association. In 1992, the name was changed to Ninth Ward
Savings & Loan Association. In 1992, the Bank also adopted a federal charter as
well as its present name and received federal insurance of its deposit accounts.
It is currently a member of the Federal Home Loan Bank ("FHLB") System and its
deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") up to
the applicable limits. The Bank is subject to comprehensive regulation and
supervision by the FDIC and the Office of Thrift Supervision ("OTS"), and to
examination by the OTS. The Bank's sole office serves New Castle County,
Delaware.
The principal business of the Bank historically has consisted of attracting
deposits from the general public and investing these deposits in loans secured
by first mortgages on one-to four-family("single-family") residences in the
Bank's market area. The Bank derives its income principally from interest earned
on loans and, to a lesser extent, interest earned on mortgage-backed securities
and investment securities and noninterest income. Funds for these activities are
provided principally by operating revenues, deposits and repayments of
outstanding loans and investment securities and mortgage-backed securities. At
June 30, 1997, the Bank had total assets of $112.5 million, deposits of $78.3
million, and retained earnings of $6.0 million.
As a federally-chartered mutual savings and loan Bank, the Bank has no
authorized capital stock. Instead, the Bank, in mutual form, has a unique equity
structure. A savings depositor. of the Bank is entitled to payment of interest
on his account balance as declared and paid by the Bank, but has no right to a
distribution of any earnings of the Bank except for interest paid on his
deposit. Rather, such earnings become retained earnings of the Bank.
<PAGE>
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 3
However, a savings depositor does have a right to share pro rata, with
respect to the withdrawal value of his respective savings account, in any
liquidation proceeds distributed if the Bank is ever liquidated. Further,
savings depositors and certain borrowers are members of the Bank and thereby
have voting rights in the Bank. Under the Bank's federal mutual charter and
bylaws, each savings depositor is entitled to cast one vote for each $100 or
fraction thereof held in a withdrawable deposit account of the Bank. Also under
such mutual charter, no member is entitled to cast more than 1,000 votes. All of
the interests held by a savings depositor in the Bank cease when such depositor
closes his accounts with the Bank.
The Company was incorporated in September 1997 under the laws of the State
of Delaware to act as the savings and loan holding company of the Converted Bank
upon consummation of the Stock Conversion. Prior to consummation of the Stock
Conversion, the Company has not engaged and is not expected to engage in any
material operations. After the Conversion, the Company's principal business will
be overseeing the business of the Bank and investing the portion of the net
Stock Conversion proceeds retained by it. The Company has filed an application
with the OTS to register as a savings and loan holding company.
PROPOSED TRANSACTION
The Board of Directors of the Bank has decided that in order to increase
the Bank's net worth, support future savings growth, increase the amount of
funds available for lending and investment, provide greater resources for the
expansion of customer services, and facilitate future expansion, especially
commercial loans and home equity loans, it would be advantageous for the Bank to
convert from a federally-chartered mutual savings and loan association to a
federally-chartered stock savings and loan association. In addition the Board of
Directors intends to implement stock option plans and other stock benefit plans
following the Conversion in order to better attract and retain qualified
directors and officers. The purpose of the Stock Conversion is to provide the
Bank with additional operating flexibility and enhance its ability to provide a
full range of banking products and services to its community. It is the further
desire of the Board of Directors to reorganize the Converted Bank as the wholly
owned subsidiary of the Company to enhance flexibility of operations,
diversification of business opportunities and financial capability for business
and regulatory purposes and to enable the Bank to compete more effectively with
other financial service organizations.
<PAGE>
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 4
Accordingly, pursuant to the Plan, the Bank will undergo the Stock
Conversion whereby it will be converted from a federally-chartered mutual
savings and loan association to a federally-chartered stock savings and loan
association. As part of the Stock Conversion, the Bank will amend its existing
mutual savings and loan Bank charter and bylaws to read in the form of a Federal
Stock Charter and Bylaws. The Converted Bank will then issue to the Company
200,000 shares of the Converted Bank s common stock, representing all of the
shares of capital stock to be issued by the Converted Bank in the Conversion, in
exchange for payment by the Company of the amount of the net proceeds realized
by the Company from the sale of the Common Stock under the Plan as is necessary
to increase the Converted Bank's regulatory tangible capital to at least 10% of
the Converted Bank's adjusted total assets or such other portion of the
aggregate net proceeds as may be authorized or required by the OTS.
Also pursuant to the Plan, the Company will offer its shares of Common
Stock for sale in a Subscription Offering. Shares of Common Stock remaining, if
any, may then be offered to the general public in a Community Offering. Shares
of the Common Stock not otherwise subscribed for in the Subscription and
Community Offerings may be offered at the discretion of the Company to certain
members of the general public as part of a community offering on a best efforts
basis by a selling group of selected broker-dealers.
The purchase price per share will be $10 and the total number of shares of
Common Stock to be offered and sold pursuant to the Plan will be up to
1,006,000. The aggregate purchase price for the all the shares will be equal to
an amount that is within a Valuation Range which will vary from 15% below to 15%
above the estimated pro forma market value and which may also be in the range
that is 15% above the high end of the Valuation Range. Pursuant to the Plan, all
such shares of Common Stock will be issued and sold at a uniform price per
share. The Stock Conversion, including the sale of newly issued shares of the
stock of the Converted Bank to the Company, will be deemed effective
concurrently with the closing of the sale of the Common Stock.
Under the Plan and in accordance with regulations of the OTS, the shares of
Common Stock will first be offered through the Subscription Offering pursuant to
non-transferable subscription rights on the basis of preference categories in
the following order of priority:
(1) Eligible Account Holders;
(2) Tax-Qualified Employee Stock Benefit Plans;
(3) Supplemental Eligible Account Holders; and
(4) Other Members.
<PAGE>
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 5
However, any shares of Common Stock sold in excess of the maximum of the
Valuation Range may be first sold to Tax-Qualified Employee Stock Benefit Plans
set forth in category (2) above.
Any shares of Common Stock not subscribed for in the Subscription Offering
may be offered in the Community Offering in the following order of priority:
(a) Natural persons and trusts of natural persons who are permanent
Residents of the Bank's Local Community; and
(b) The general public.
Shares not sold in the Subscription Offering and the Community Offering, if any,
may thereafter be offered for sale to certain members of the general public as
part of a community offering on a best efforts basis by a selling group of
selected broker-dealers. The sale of such shares in the Subscription Offering,
Community Offering, and as sold through the selected broker-dealers would be
consummated at the same time.
The Plan also provides for the establishment of a Liquidation Account by
the Converted Bank for the benefit of all Eligible Account Holders and
Supplemental Eligible Account Holders in an amount equal to the net worth of the
Bank as of the date of the latest statement of financial condition contained in
the final prospectus issued in connection with the Conversion. The establishment
of the Liquidation Account will not operate to restrict the use or application
of any of the net worth accounts of the Converted Bank, except that the
Converted Bank may not declare or pay cash dividends on or repurchase any of its
<PAGE>
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 6
stock if the result thereof would be to reduce its net worth below the amount
required to maintain the Liquidation Account. All such account holders will have
an inchoate interest in a proportionate amount of the Liquidation Account with
respect to each savings account held and will be paid by the Converted Bank in
event of liquidation prior to any liquidating distribution being made with
respect to capital stock. Under the Plan, the Bank's Conversion shall not be
deemed to be a liquidation of the Converted Bank for purposes of distribution of
the Liquidation Account. Instead, upon consummation of the Bank Conversion, the
Liquidation Account, together with the related rights and obligations of the
Converted Bank, shall be assumed by the Bank.
The Stock Conversion will not interrupt the business of the Bank. The
Converted Bank will, after the Conversion, engage in the same business as that
of the Bank immediately prior to the Stock Conversion, and will continue to be
subject to regulation and supervision by the OTS and the FDIC. Further, the
deposits of the Converted Bank will continue to be insured by the FDIC. Each
depositor will retain a withdrawable savings account or accounts equal in dollar
amount to, and on the same terms and conditions as, the withdrawable account or
accounts at the time of Stock Conversion except to the extent funds on deposit
are used to pay for Common Stock purchased in connection with the Stock
Conversion. All loans of the Bank will remain unchanged and retain their same
characteristics in the Converted Bank immediately following the Stock
Conversion.
Following the Stock Conversion, voting rights in the Converted Bank will
rest exclusively with the sole holder of stock in the Converted Bank, which will
be the Company. Following the Bank Conversion, voting rights in the Bank will
similarly be vested in the Company. Voting rights in the Company, both after the
Stock Conversion and after the Bank Conversion, will be vested in the holders of
the Common Stock.
The Plan must be approved by the OTS and by an affirmative vote of at least
a majority of the total votes eligible to be cast at a meeting of the Bank's
members called to vote on the Plan.
Immediately prior to the Conversion, the Bank will have a positive net
worth determined in accordance with generally accepted accounting principles.
OPINION '
Based on the foregoing and in reliance thereon, and subject to the
conditions stated herein, it is our opinion that the following federal income
tax consequences will result from the proposed transaction.
1. The Stock Conversion will constitute a reorganization within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986,
as amended (the "Code"), and no gain or loss will be recognized to
either the Bank or the Converted Bank as a result of the Stock
Conversion (see Rev. Rul. 80-105, 1980-1 C.B. 78).
<PAGE>
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 7
2. The assets of the Bank will have the same basis in the hands of the
Converted Bank as in the hands of the Bank immediately prior to the
Stock Conversion (Section 362(b) of the Code).
3. The holding period of the assets of the Bank to be received by the
Converted Bank will include the period during which the assets were
held by the Bank prior to the Stock Conversion (Section 1223(2) of the
Code).
4. No gain or loss will be recognized by the Converted Bank upon its
receipt of money from the Company in exchange for shares of common
stock of the Converted Bank (Section 1032(a) of the Code). The Company
will be transferring solely cash to the Converted Bank in exchange for
all the outstanding capital stock of the Converted Bank and therefore
will not recognize any gain or loss upon such transfer. (Section
351(a) of the Code; see Rev. Rul. 69-357, 1969-1 C.B. 101).
5. No gain or loss will be recognized by the Company upon its receipt of
money in exchange for shares of the Common Stock (Section 1032(a) of
the Code).
6. No gain or loss will be recognized by the Eligible Account Holders,
Supplemental Eligible Account Holders or Other Members of the Bank
upon the issuance to them of deposit accounts in the Converted Bank in
the same dollar amount and on the same terms and conditions in
exchange for their deposit accounts in the Bank held immediately prior
to the Stock Conversion. (Section 1001(a) of the Code; Treas.
Reg.ss.1.1001 - 1 (a)).
7. The tax basis of the savings accounts of the Eligible Account Holders,
Supplemental Eligible Account Holders, and Other Members in the
Converted Bank received as part of the Stock Conversion will equal the
tax basis of such account holders' corresponding deposit accounts in
the Bank surrendered in exchange therefor (Section 1012 of the Code).
8. Each depositor of the Bank will recognize gain upon the receipt of his
or her respective interest in the Liquidation Account established by
the Converted Bank pursuant to the Plan and the receipt of his or her
subscription rights deemed to have been received for federal income
<PAGE>
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 8
tax purposes, but only to the extent of the excess of the combined
fair market value of a depositor's interest in such Liquidation
Account and subscription rights over the depositor's basis in the
former interests in the Bank other than deposit accounts. Persons who
subscribe in the Stock Conversion but who are not depositors of the
Bank will recognize gain upon the receipt of subscription rights
deemed to have been received for federal income tax purposes, but only
to the extent of the excess of the fair market value of such
subscription rights over such person's former interests in the Bank,
if any. Any such gain realized in the Stock Conversion would be
subject to immediate recognition.
9. The basis of each account holder's interest in the Liquidation Account
received in the Stock Conversion and to be established by the
Converted Bank pursuant to the Stock Conversion will be equal to the
value, if any, of that interest.
10. No gain or loss will be recognized upon the exercise of a subscription
right in the Stock Conversion. (Rev. Rul. 56-572, 1956-2 C. B. 182).
11. The basis of the shares of Common Stock acquired in the Stock
Conversion will be equal to the purchase price of such shares,
increased, in the case of such shares acquired pursuant to the
exercise of subscription rights, by the fair market value, if any, of
the subscription rights exercised (Section 1012 of the Code).
12. The holding period of the Common Stock acquired in the Stock
Conversion pursuant to the exercise of subscription rights will
commence on the date on which the subscription rights are exercised
(Section 1223 (6) of the Code). The holding period of the Common Stock
acquired in the Community Offering will commence on the date following
the date on which such stock is purchased (Rev. Rul. 70- 598, 1970-2
C.B. 168; Rev. Rul. 66-97, 1966-1 C.B. 190).
13. The Bank, after Conversion, will succeed to and take into account the
earnings and profits or deficit in earnings and profits of the Bank
prior to the Conversion as of the date of Conversion (Section 381 of
the Code).
<PAGE>
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 9
14. Immediately after the Conversion, the Bank will succeed to the bad
reserve accounts of the Bank prior to the Conversion and the bad debt
reserves will have the same character in the Bank's hands after
Conversion as if no distribution or transfer had occurred. (Section
381 of the Code).
15. The creation of the liquidation account will have no effect on the
Bank's taxable income, deductions or addition to reserve for bad
debts.
SCOPE OF OPINION
Our opinion is limited to the federal income tax matters described above
and does not address any other federal income tax considerations or any state,
local, foreign or other federal tax considerations. If any of the information
upon which we have relied is incorrect, or if changes in the relevant facts
occur after the date hereof, our opinion could be affected thereby. Moreover,
our opinion is based on the case law, Code, Treasury Regulations thereunder and
Internal Revenue Service rulings as they now exist. These authorities are all
subject to change, and such change may be made with retroactive effect. We can
give no assurance that, after such change, our opinion would not be different.
We undertake no responsibility to update or supplement our opinion subsequent to
consummation of the Stock Conversion. Prior to that time, we undertake to update
or supplement our opinion in the event of a material change in the federal
income tax consequences set forth above and to file such revised opinion as an
exhibit to the Registration Statement and the Bank's Application for Conversion
on Form AC ("Form AC"). This opinion is not binding on the Internal Revenue
Service and there can be no assurance, and none is hereby given, that the
Internal Revenue Service will not take a position contrary to one or more of the
positions reflected in the foregoing opinion, or that our opinion will be upheld
by the courts if challenged by the Internal Revenue Service.
Our opinion is based in part on the assumption that the exercise price of
the subscription rights to purchase Common Stock will be approximately equal to
the fair market value of those shares of Common Stock at the time of the
completion of the proposed Stock Conversion. With respect to the subscription
rights, the Bank has received an opinion of FinPro, Inc. which, based on certain
assumptions, concludes that the subscription rights to be received by Eligible
Account Holders of the Bank and other eligible subscribers do not have any
<PAGE>
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 10
economic value at the time of distribution or at the time the subscription
rights are exercised, whether or not a public offering takes place. Such opinion
is based on the fact that such rights are: (i) acquired by the recipients
without payment therefor, (ii) non-transferable, (iii) of short duration, and
(iv) afford the recipients the right only to purchase shares at a price equal to
their estimated fair market value, which will be the same price at which shares
of Common Stock for which no subscription right is received in the Subscription
Offering will be offered in the Community Offering. If the subscription rights
granted to Eligible Account Holders or other eligible subscribers are deemed to
have an ascertainable value, receipt of such rights would be taxable only to
those Eligible Account Holders of the Bank or other eligible subscribers who
exercise the subscription rights in an amount equal to such value (either as a
capital gain or ordinary income), and the Bank could recognize gain on such
distribution.
CONSENTS
We hereby consent to the filing of this opinion with the OTS as an exhibit
to the Application H-(e)1-S filed by the Company with the OTS in connection with
the Conversion and the reference to our firm in the Application H-(e)l-S under
Item 110.55 therein.
We also hereby consent to the filing of this opinion with the SEC and the
OTS as exhibits to the Registration Statement and Form AC, respectively, and the
reference to our firm in the Prospectus, which is a part of both the
Registration Statement and the Form AC, under the headings "The Conversion --
Effect of Conversion to Stock Form on Depositors and Borrowers of the Bank --
Tax Effects" and "Tax Opinion."
Very truly yours,
/s/ Peabody & Brown
Exhibit 8.2
YOUNG CONAWAY STARGATT & TAYLOR, LLP
ELEVENTH FLOOR
RODNEY SQUARE NORTH
P.O. BOX 391
WILMINGTON, DELAWARE 19899-0391
(302) 571-6600
(800) 253-2234 (DE ONLY)
FAX: (302) 571-1253
[LETTERHEAD]
October 31, 1997
Board of Directors
Ninth Ward Savings Bank, FSB
400 Delaware Avenue
Wilmington, DE 19801
Dear Members:
We have been engaged by Ninth Ward Savings Bank, FSB, a federally chartered
savings bank (the "Bank") in connection with certain matters related to a
reorganization transaction ("Reorganization", as defined below).
Specifically, we have been engaged to render an opinion from this firm
regarding the income tax consequences of the Reorganization under the laws of
the State of Delaware. We have been provided with the opinion of tax counsel,
Peabody & Brown ("Federal Tax Opinion"), to the Bank dated of even date
herewith, pertaining to the treatment of the Reorganization for federal income
tax purposes under the Internal Revenue Code of 1986, as amended. For purposes
of this opinion, the recitation of the statements in the Federal Tax Opinion and
the definitions of terms in the Federal Tax Opinion are incorporated herein by
reference. The term "Reorganization" as used herein refers to the transactions
described in the Federal Tax Opinion. The Federal Tax Opinion states in relevant
part that:
1. The Stock Conversion will constitute a reorganization within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986,
as amended (the "Code"), and no gain or loss will be recognized to
either the Bank or the Converted Bank as a result of the Stock
Conversion (see Rev. Rul. 80-105, 1980-1 C.B. 78).
<PAGE>
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 2
2. The assets of the Bank will have the same basis in the hands of the
Converted Bank as in the hands of the Bank immediately prior to the
Stock Conversion (Section 362(b) of the Code).
3. The holding period of the assets of the Bank to be received by the
Converted Bank will include the period during which the assets were
held by the Bank prior to the Stock Conversion (Section 1223(2) of the
Code).
4. No gain or loss will be recognized by the Converted Bank upon its
receipt of money from the Company in exchange for shares of common
stock of the Converted Bank (Section 1032(a) of the Code). The Company
will be transferring solely cash to the Converted Bank in exchange for
all the outstanding capital stock of the Converted Bank and therefore
will not recognize any gain or loss upon such transfer. (Section
351(a) of the Code; see Rev. Rul. 69-357, 1969-1 C.B. 101).
5. No gain or loss will be recognized by the Company upon its receipt of
money in exchange for shares of the Common Stock (Section 1032(a) of
the Code).
6. No gain or loss will be recognized by the Eligible Account Holders,
Supplemental Eligible Account Holders or Other Members of the Bank
upon the issuance to them of deposit accounts in the Converted Bank in
the same dollar amount and on the same terms and conditions in
exchange for their deposit accounts in the Bank held immediately prior
to the Stock Conversion. (Section 1001(a) of the Code; Treas. Reg. ss.
1.1001 - 1(a)).
7. The tax basis of the savings accounts of the Eligible Account Holders,
Supplemental Eligible Account Holders, and Other Members in the
Converted Bank received as part of the Stock Conversion will equal the
tax basis of such account holders' corresponding deposit accounts in
the Bank surrendered in exchange therefor (Section 1012 of the Code).
8. Each depositor of the Bank will recognize gain upon the receipt of his
or her respective interest in the Liquidation Account
<PAGE>
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 3
established by the Converted Bank pursuant to the Plan and the receipt
of his or her subscription rights deemed to have been received for
federal income tax purposes, but only to the extent of the excess of
the combined fair market value of a depositor's interest in such
Liquidation Account and subscription rights over the depositor's basis
in the former interests in the Bank other than deposit accounts.
Persons who subscribe in the Stock Conversion but who are not
depositors of the Bank will recognize gain upon the receipt of
subscription rights deemed to have been received for federal income
tax purposes, but only to the extent of the excess of the fair market
value of such subscription rights over such person's former interests
in the Bank, if any. Any such gain realized in the Stock Conversion
would be subject to immediate recognition.
9. The basis of each account holder's interest in the Liquidation Account
received in the Stock Conversion and to be established by the
Converted Bank pursuant to the Stock Conversion will be equal to the
value, if any, of that interest.
10. No gain or loss will be recognized upon the exercise of a subscription
right in the Stock Conversion. (Rev. Rul. 56-572, 1956-2 C.B. 182).
11. The basis of the shares of Common Stock acquired in the Stock
Conversion will be equal to the purchase price of such shares,
increased, in the case of such shares acquired pursuant to the
exercise of subscription rights, by the fair market value, if any, of
the subscription rights exercised (Section 1012 of the Code).
12. The holding period of the Common Stock acquired in the Stock
Conversion pursuant to the exercise of subscription rights will
commence on the date on which the subscription rights are exercised
(Section 1223(6) of the Code). The holding period of the Common Stock
acquired in the Community Offering will commence on the date following
the date on which such stock is purchased (Rev. Rul. 70-598, 1970-2
C.B. 168; Rev. Rul. 66-97, 1966-1 C.B. 190).
13. The Bank, after Conversion, will succeed to and take into account the
earnings and profits or deficit in earnings and profits of the
<PAGE>
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 4
Bank prior to the Conversion as of the date of Conversion (Section 381
of the Code).
14. Immediately after the Conversion, the Bank will succeed to the bad
debt reserve accounts of the Bank prior to the Conversion and the bad
debt reserves will have the same character in the Bank's hands after
Conversion as if no distribution or transfer had occurred. (Section
381 of the Code).
15. The creation of the liquidation account will have no effect on the
Bank's taxable income, deductions or addition to reserve for bad
debts.
In rendering the opinion set forth below, we have assumed, without
independent verification or investigation, that the facts and circumstances
attendant to the Reorganization as described in the Federal Tax Opinion are true
and complete. We have, based on your specific instructions, specifically relied
upon the conclusions of law stated in the Federal Tax Opinion as to the
treatment of the Reorganization for federal income tax purposes, and our
opinions as set forth herein assume the accuracy of such conclusions of law.
We note that the Bank currently is reporting itself as not subject to the
Delaware corporate income tax, but, pursuant to an exemption contained in 5 Del.
C. ss. 1109, instead is reporting itself as subject to the franchise tax on
"taxable income" imposed by 5 Del. C. ss. 1101 et seq. That statute defines
"taxable income" as net operating income before taxes increased by the amount of
securities gains before taxes and reduced by securities losses before taxes and
other adjustments not relevant to this analysis, and multiplied by .56.
Based upon the foregoing, we are of the opinion that:
1. For individual income tax purposes, the State of Delaware will treat
the Reorganization in an identical manner as it is treated by the
Internal Revenue Code of 1986, as amended, for federal income tax
purposes.
2. For corporate income tax purposes, to the extent that the Bank, the
Converted Bank, or the Company is subject to tax under the Delaware
corporate income tax imposed by 30 Del. C. ss. ss. 1901, et seq., the
State of Delaware will treat the Reorganization in an identical manner
as it is treated by the Internal Revenue Code of 1986, as amended, for
federal income tax purposes.
<PAGE>
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 5
3. The Reorganization will not generate net operating income nor will it
generate securities gains within the meaning of 5 Del. C. ss. 1101 et
seq., and accordingly, the Reorganization should not generate taxable
income to the Bank within the meaning of the franchise tax imposed by
5 Del. C. ss. 1101 et seq. However, we are not aware of any Delaware
precedent for our opinion, and because this statute does not make
reference to federal income tax principles, we are unable to rely on
federal analysis for our opinion. Accordingly, it is possible that a
contrary result might be asserted by the State of Delaware.
The opinion herein expressed specifically does not include, without
limitation by the specification, hereof, (1) any opinion with respect to any
franchise tax (other than as set forth above concerning 5 Del. C. ss. 1101 et
seq.), capital stock tax, real estate or other transfer tax, gross receipts tax,
or similar tax which might result from the implementation of the Plan of
Reorganization, or (2) any opinion as to the effect, if any, of the
Reorganization transaction on earnings or profits, bad debt reserve accounts or
the continued existence of, carryback or carryforward of, or the limitation on,
any net operating losses of the Bank.
This opinion is solely for your information in connection with the
transaction described above and should not be quoted or otherwise referred to in
whole or in part, in any financial statement or other document, or furnished to
any other person or agency without our prior written consent. Other than the
addressee hereof, no one is entitled to use or rely on this opinion letter.
Our opinion is limited to the Delaware tax matters described above and does
not address any federal tax considerations or any other state, local or foreign
tax considerations. If any of the information upon which we have relied is
incorrect, or if changes in the relevant facts occur after the date hereof, our
opinion could be affected thereby. Moreover, our opinion is based on Delaware
law as it now exists. Delaware law is subject to change and such change may be
made with retroactive effect. We can give no assurance that, after such change,
our opinion would not be different. We undertake no responsibility to update or
supplement our opinion subsequent to consummation of the Stock Conversion. Prior
to that time, we will undertake to update or supplement our opinion in the event
of a material change in the Delaware tax consequences set forth above and to
file such revised opinion as an exhibit to the Registration Statement and the
Bank's Application for Conversion on Form AC ("Form AC"). This opinion is not
binding on the State of Delaware or any agency or instrumentality thereof, and
there can be no assurance, and none is hereby given, that the State of Delaware
or any agency or instrumentality thereof will not take a position contrary to
one or more of the positions reflected in the foregoing opinion, or that our
<PAGE>
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Board of Directors
Ninth Ward Savings Bank, FSB
October 31, 1997
Page 6
opinion will be upheld by the courts if challenged by the State of Delaware or
any agency or instrumentality thereof.
We hereby consent to the filing of this opinion with the OTS as an exhibit
to the Application H-(e) 1-S filed by the Company with the OTS in connection
with the Conversion and the reference to our firm in the Application H-(e) 1-S
under Item 110.55 therein.
We also hereby consent to the filing of this opinion with the SEC and the
OTS as exhibits to the Registration Statement and Form AC, respectively, and the
reference to our firm in the Prospectus, which is a part of both the
Registration Statement and the Form AC, under the headings "The Conversion --
Effect of Conversion to Stock Form on Depositors and Borrowers of the Bank --
Tax Effects" and "Tax Opinion."
YOUNG CONAWAY STARGATT & TAYLOR, LLP
/s/ Young Conaway Stargatt & Taylor, LLP
Exhibit 8.3
[FINPRO LETTERHEAD]
September 17, 1997
Board of Trustees
Ninth Ward Savings Bank
Wilmington, Deleware 19801
Dear Board Members:
All capitalized terms not otherwise defined in this letter have the meanings
given in the Plan of Conversion, as amended (the "Plan") adopted by the Board of
Trustees of Ninth Ward Savings Bank (the "Bank"), whereby the Bank will convert
from a Federal mutual savings bank to a Federal stock savings bank and issue all
of the Bank's outstanding capital stock to Deleware First Financial Corporation.
(the "Company"). Simultaneously, the Company will issue shares of common stock.
We understand that in accordance with the Plan, Subscription Rights to purchase
shares of the Conversion Stock are to be issued to (i) Eligible Account Holders;
and (ii) the ESOP; together collectively referred to as the "Recipients". Based
solely on our observation that the Subscription Rights will be available to such
Recipients without cost, will be legally non-transferable and of short duration,
and will afford the Recipients the right only to purchase shares of Conversion
Stock at the same price as will be paid by members of the general public in the
Community Offering, but without undertaking any independent investigation of
state or federal law or the position of the Internal Revenue Service with
respect to this issue, we are of the opinion that:
(1) the Subcription Rights will have no ascertainable market value; and
(2) the price at which the Subscription Rights are excercisable will not
be more or less than the pro forma market value of the shares upon
issuance.
Changes in the local and national economy, the legislative and regulatory
environment, the stock market, interest rates, and other external forces (such
as natural disasters or significant world events) may occur from time to time,
often with great unpredictability and may materially impact the value of thrift
stocks as a whole or the Company's value alone. Accordingly, no assurance can be
given that persons who subscribe to shares of Conversion Stock in the conversion
will therafter be able to buy or sell such shares at the same price paid in the
Subscription Offering.
Very Truly Yours,
FinPro, Inc.
/s/ Donald J. Musso
Donald J. Musso
President
Exhibit 23.1
CONSENT OF PEABODY & BROWN
The Boards of Directors
Ninth Ward Savings Bank, FSB
Delaware First Financial Corporation
We hereby consent to the use of our firm's name in the Form SB-2,
Registration Statement, and Amendments thereto as filed with the Securities and
Exchange Commission by Delaware First Financial Corporation and to the
references to our opinion therein under the heading "Legal and Tax Matters."
/s/ Peabody & Brown
Peabody & Brown
Washington, D.C.
November 4, 1997
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Delaware First Financial
Corporation on Form SB-2 to be filed with the Securities and Exchange Commission
and Form AC to be filed with the Office of Thrift Supervision of our report on
Ninth Ward Savings Bank, FSB dated March 7, 1997 (May 21, 1997 as to Note 10)
appearing in the Prospectus, which is part of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Philadephia, Pennsylvania
November 4, 1997
Exhibit 23.3
[FINPRO LETTERHEAD]
September 18, 1997
Board of Trustees
Ninth Ward Savings Bank
400 Delaware Avenue
Wilmington, Delaware 19801
Dear Board Members:
We hereby consent to the use of our firm's name, FinPro, Inc. ("FinPro") in the
Application for Conversion on Form 86-AC filed by Ninth Ward Savings Bank, and
any amendments thereto, for permission to convert to a stock savings institution
and references to the Conversion Valuation Appraisal Report ("Report") and the
valuation of Ninth Ward Savings Bank provided by FinPro, and our opinion
regarding subscription rights filed as an exhibit to the applications referred
to below. We also consent to the use of our firm's name and the inclusion of,
summary of and references to our Report in the Form SB-2 Registration Statement
filed by Delaware First Financial Corporation and any amendments thereto, the
Application for Conversion on Form 86-AC filed by Ninth Ward Savings Bank, and
any amendments thereto, and the notice and Application for Conversion for Ninth
Ward Savings Bank, Wilmington, Delaware filed by Ninth Ward Savings Bank and any
amendments thereto.
Very Truly Yours,
FinPro, Inc.
/s/ Donald J. Musso
Donald J. Musso
Liberty Corner, New Jersey
September 18, 1997
EXHIBIT 99.1
PROPOSED STOCK ORDER FORM
AND FORM OF CERTIFICATION
STOCK REGISTRATION
Print the name(s) in which you want the stock to be registered. Subscription
rights are nontransferable. If you are a depositor or borrower member to protect
your rights over other purchasers, as described in the Prospectus you must take
ownership in at least one of the account holder names, without addition of other
names. The addition to an order of a name which does not appear on the
qualifying account will result in the loss of subscription rights. Enter the
Social Security (or Employer Identification) Number of one registered owner,
only one is required. See reverse side for guidelines for registering your
stock.
NUMBER OF SHARES
Fill in the number of shares you wish to purchase and the total amount due. No
fractional shares will be issued. The minimum purchase is 25 shares. The maximum
purchase is 10,000 shares.
METHOD OF PAYMENT
Check the appropriate boxes that show how you wish to pay for the stock. If
paying by check, make it payable to Delaware First Financial Corporation. Your
money will earn interest at Delaware First Financial Corporation's passbook
rate, which currently is _____% per annum, until the Offering is completed. If
paying by withdrawal from a Ninth Ward Savings Bank deposit account, write in
the account number(s) and the amount(s) you wish to withdraw. If payment is made
from a certificate of deposit account it will continue to earn interest at the
same certificate rate.
TELEPHONE INFORMATION
Please enter the daytime telephone number where you may be contacted in the
event we cannot execute your order.
NASD AFFILIATION
The NASD's interpretation with respect to free riding and withholding restricts
the sale in certain initial public offerings to certain NASD members, affiliates
and family members. For an exemption from these restrictions, such person must
comply with the following conditions: (i) not sell or transfer the shares for a
period of 150 days following issuance and (ii) report this subscription in
writing to the applicable NASD member within one day of payment therefor. By
signing this order form you are certifying that you will comply with applicable
NASD regulations.
ACCOUNT VERIFICATION
If you were a member on December 31, 1995 or September 30, 1997 you must list
the full title and account numbers of all accounts you had at that date in order
to insure proper identification of your purchase rights or preference.
ACKNOWLEDGMENT
Please read the acknowledgment statement carefully, and sign on the signature
line. When purchasing as a custodian, corporate offer, etc., add your full title
to your signature. Enter the Social Security (or Employer Identification) Number
of one registered owner and date the form: only one number is required.
Subscription priority rights for members as described in the Prospectus will
expire at 12:00 Noon Eastern Time on _________ ____, 1997. The Community
Offering, if any, may end at any time without notice, but in no event later than
________ _____, 1997, unless extended by the Office of Thrift Supervision. This
order form must be properly completed and received with payment at the above
address prior to the expiration date.
Delaware First Financial Corporation
(the holding company for Ninth Ward Savings Bank, FSB)
400 Delaware Avenue
Wilmington, DE 19801
<PAGE>
STOCK ORDER FORM
- ---------------------------------------------------
Name(s) in which stock is to be registered
- ---------------------------------------------------
Name(s) in which stock is to be registered
- ---------------------------------------------------
Address
- ---------------------------------------------------
City State Zip Code
[ ] Individual [ ] Joint Tenants [ ] Tenants in Common
[ ] Uniform Transfers to Minors
[ ] Other _____________________________________
Number of shares Offering Price Total Amount
shares Due
- ----------------- -------------------
x $10.00 =
- ----------------- -------------------
[ ] Enclosed is my check made payable to Delaware First
[ ] Financial Corporation (or cash if presented in person)
[ ] I authorize withdrawal from my deposit account
at Ninth Ward Savings Bank, FSB
(NO EARLY WITHDRAWAL PENALTY)
Account Numbers Amount
- -------------------------- --------------------------------
- -------------------------- --------------------------------
- -------------------------- --------------------------------
Total Payment --------------------------------
Daytime ( ) ____________________________________
Are you an officer, director, general partner, employee or agent of a National
Association of Securities Dealers, Inc. ("NASD") member firm or are you related
to such person?
[ ] Yes [ ] No
Were you a member of Ninth Ward Savings Bank, FSB as of:
December 31, 1995 September 30, 1997
[ ] Yes [ ] No [ ] Yes [ ] No
Account Title (Names on Account) Account Number
- ------------------------------------------------------------
------------------------
- ------------------------------------------------------------
------------------------
- ------------------------------------------------------------
------------------------
- ------------------------------------------------------------
I acknowledge receipt of the Prospectus dated ______, 1997 and understand that
after delivery of this order form to Ninth Ward Savings Bank, FSB this order
form may not be modified or revoked. I certify that this order is for the above
account only and under penalty of perjury I certify that the Social Security (or
Employer Identification) Number listed below is my correct taxpayer
identification number. I further certify that this order does not violate
purchase limitations set forth more fully in the Prospectus.
I acknowledge that the common stock offered is not a savings or deposit account
and is not insured or guaranteed by the Savings Association Insurance Fund, the
FDIC or any other government agency.
- -----------------------------------------------------------
Signature
- -----------------------------------------------------------
Additional Signature (if required)
- -----------------------------------------------------------
Social Security No. or Employee Identification No. Date
FOR ASSISTANCE PLEASE CALL THE STOCK INFORMATION CENTER AT (302) 421-9674.
<PAGE>
GUIDELINES FOR REGISTERING STOCK
For reasons of clarity and standardization, the stock transfer industry has
developed uniform stockholder registration which we will utilize in the issuance
of your Stock Certificate(s). If you have any questions, please consult your
legal advisor.
Stock ownership must be registered in one of the following manners.
INDIVIDUAL: Avoid the use of two initials. Include the first given name,
middle initial and last name of the stockholder. Omit words of
limitation that do not affect ownership rights such as "special
account," "single man," "personal property," etc.
________________________________________________________________________________
JOINT: Joint ownership of stock by two or more persons shall be
inscribed on the certificate with one of the following types of
joint ownership. Names should be joined by "and"; do not connect
with "or." Omit titles such as "Mrs.," Dr.," etc. JOINT
TENANTS-Joint Tenancy with Right of Survivorship and not as
tenants in common may be specified to identify two or more owners
where ownership is intended to pass automatically to the
surviving tenant(s). TENANTS IN COMMON-Tenants in Common may be
specified to identify two or more owners. When stock is held as
tenants in common, upon the death of one co-tenant, ownership of
the stock will be held by the surviving co-tenant(s) and by the
heirs of the deceased co-tenant. All parties must agree to the
transfer or sale of shares held in this from of ownership.
________________________________________________________________________________
UNIFORM Stock may be held in the name of a custodian for a minor under
TRANSFER TO the Uniform Transfers to Minors laws of the individual states.
MINORS: There may be only one custodian and one minor designated on a
stock certificate. The standard abbreviation of custodian is
"CUST," while the description "Uniform Transfers to Minors Act"
is abbreviated "UNIF TRANSFER MIN ACT." Standard U.S. Postal
Service state abbreviations should be used to describe the
appropriate state.
________________________________________________________________________________
FIDUCIARIES: Stock held in a fiduciary capacity must contain the following:
1. The name(s) of the fiduciary--
o if an individual, list the first given name, middle initial
and last name.
o If a corporation, list the corporate title.
o If an individual and a corporation, list the corporation's
title before the individual.
2. The fiduciary capacity--
o Administrator
o Conservator
o Committee
o Executor
o Trustee
o Personal Representative
o Custodian
3. The type of document governing the fiduciary relationship.
Generally, such relationships are either under a form of living
trust agreement or pursuant to a court order. Without a document
establishing a fiduciary relationship, your stock may not be
registered in a fiduciary capacity.
4. The date of the document governing the relationship. The date of
the document need not be used in the description of a trust
created by a will.
5. Either of the following:
The name of the maker, donor or testator
or
The name of the beneficiary
Example of Fiduciary Ownership:
JOHN D. SMITH, TRUSTEE FOR TOM A. SMITH
UNDER AGREEMENT DATED DATE
<PAGE>
FORM OF CERTIFICATION
I/WE ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT
FEDERALLY INSURED, AND IS NOT GUARANTEED BY NINTH WARD SAVINGS BANK, FSB. (THE
"BANK") 0R BY THE FEDERAL GOVERNMENT.
If anyone asserts that this security is federally insured or guaranteed, or
is as safe as an insured deposit, I should call the Office of Thrift Supervision
Regional Director, Robert Albanese at (201) 413-1000.
I/We further certify that, before purchasing the common stock, par value
$.01 per share, of Delaware First Financial Corporation, the proposed holding
company for Ninth Ward Savings Bank, FSB, I/we received a Prospectus dated
_______________, 1997 (the "Prospectus").
The Prospectus that I/we received contains disclosure concerning the nature
of the security being offered and described the risks involved in the
investment, including but not limited to:
<TABLE>
<CAPTION>
<S> <C> <C>
1. Supervisory Agreement (page)
2. Potential Vulnerability to Changes in Interest Rates and Interest Rate Risk Profile (page)
3. Expansion into Small Business/Commercial Lending (page)
4. Creation of Branches (page)
5. Geographical Concentration of Losses (page)
6. Reliance on Certificates of Deposit as Primary Source of Funds (page)
7. Lack of Active Market for Common Stock (page)
8. Intent to Remain Independent; Unsuitability as a Short-Term Investment (page)
9. Decreased Return on Average Equity and Increased Expenses Immediately After Conver (page)
10. Possible Voting Control by Directors and Officers (page)
11. Possible Dilutive Effect of RSP and Stock Options (page)
12. Financial Institutions Regulation and Future of Thrift Industry (page)
13. Competition (page)
</TABLE>
PRINT NAME: ________________________________
SIGNATURE: _________________________________
PRINT NAME: ________________________________
SIGNATURE: _________________________________
DATE: ______________________________________
EXHIBIT 99.3
MISCELLANEOUS SOLICITATION AND MARKETING MATERIALS
Delaware First Financial Corporation,
(Proposed Holding Company for
Ninth Ward Savings Bank, FSB),
Wilmington, DE
Proposed Marketing Materials
<PAGE>
Marketing Materials for
Ninth Ward Savings Bank, FSB
Table of Contents
I. Press Release
A. Explanation
B. Schedule
C. Distribution List
D. Examples
II. Question and Answer Brochure
A. Explanation
B. Method of Distribution
C. Example
III. Officer and Director Brochure
A. Explanation
B. Method of Distribution
C. Example
IV. IRA Mailing
A. Explanation
B. Method of Distribution
C. Example
V. Counter Cards, Lobby Posters and a Tombstone Announcement
A. Explanation
B. Quantity
C. Examples
VI. Community Meeting Materials
A. Explanation
B. Examples
<PAGE>
VII. Proxygram
A. Explanation
B. Example
<PAGE>
I. Press Releases
A. Explanation
In an effort to assure that all customers, community members, and other
interested investors receive prompt accurate information in a simultaneous
manner, Trident Securities, Inc. advises Ninth Ward to forward press
releases to national and regional publications, newspapers, radio stations,
etc., at various points during the conversion process.
Only press releases approved by Conversion Counsel will be forwarded for
publication in any manner.
B. Press Releases
1. Approval of Conversion by the Office of Thrift Supervision and the
Securities and Exchange Commission
2. Close of Stock Offering
C. Distribution Lists (see attached)
D. Examples (see attached)
<PAGE>
C. National Media Distribution List
American Banker
- ---------------
One State Street Plaza
New York, New York 10004
Michael Weinstein
Business Wire
- -------------
212 South Tryon
Suite 1460
Charlotte, North Carolina 28281
Wall Street Journal
- -------------------
World Financial Center
200 Liberty
New York, New York 10004
SNL Securities
- --------------
Post Office Box 2124
Charlottesville, Virginia 22902
Barron's
- --------
Dow Jones & Company
Barron's Statistical Information
200 Burnett Road
Chicopee, Massachusetts 01020
Investors Business Daily
- ------------------------
12655 Beatrice Street
Post Office Box 661750
Los Angeles, California 90066
<PAGE>
Local Media Distribution
The News Journal
- ----------------
Jonathan Epstein
950 W. Basin Road
New Castle, DE 19720
(302) 324-2880 phone
(302) 324-2849 fax
New Castle Business Ledger
- --------------------------
Doug Rainey
153 East Chestnut Hill Road
Newark, DE 19713
(302) 737-0923 phone
(302) 737-9019 fax
<PAGE>
Press Release
FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Ronald P. Crouch, President
Genevieve B. Marino, Vice President
Telephone: (302) 421-9090
NINTH WARD SAVINGS BANK, FSB
STOCK SALE APPROVED
Wilmington, DE - Mr. Ronald P. Crouch, President of Ninth Ward Savings
Bank, FSB ("Ninth Ward"), Wilmington, DE, announced today that Ninth Ward has
received approval from the Office of Thrift Supervision to convert from a
federal mutual savings bank to a federal stock savings bank and to become a
wholly-owned subsidiary of a newly-formed holding company, Delaware First
Financial Corporation (the "Company").
A Prospectus and Proxy Statement describing the Plan of Conversion will be
mailed to certain members of Ninth Ward on or about November ______, 1997. Under
the Plan of Conversion, the company is offering an estimated 1,006,000 shares of
common stock at $10.00 per share. Certain of Ninth Ward's past and present
depositors and borrowers will have the opportunity to purchase stock through a
subscription offering that closes on December ___, 1997. Shares that are not
subscribed for during the subscription offering, if any, may be offered to the
general public, in a community offering with preference given to natural persons
and trusts of natural persons who are permanent residents of the state of
Delaware, Cecil County, Maryland, Salem County, New Jersey and Delaware and
Chester Counties, Pennsylvania. The offerings are being managed by Trident
Securities, Inc., of Raleigh, North Carolina.
<PAGE>
Mr. Crouch stated "Ninth Ward remains committed to its local market as a
hometown community financial institution with even stronger financial
resources."
Ninth Ward Savings Bank, FSB is located in Wilmington, Delaware. Ninth Ward
was founded in 1922 as Ninth Ward Building & Loan Association. Customers or
interested members of the community with questions concerning the stock offering
should call the Stock Center at (302) 421-9374 or visit Ninth Ward at 400
Delaware Avenue, Wilmington, Delaware.
<PAGE>
Press Release FOR IMMEDIATE RELEASE
---------------------
Contact: Ronald P. Crouch, President
Genevieve B. Marino, Vice President
Telephone: (302) 421-9090
DELAWARE FIRST FINANCIAL CORPORATION, HOLDING COMPANY FOR
NINTH WARD SAVINGS BANK, FSB,
COMPLETES INITIAL STOCK OFFERING
Wilmington, Delaware - Mr. Ronald P. Crouch, President of Ninth Ward
Savings Bank, FSB ("Ninth Ward"), based in Wilmington, Delaware, announced today
that Delaware First Financial Corporation, the holding company for Ninth Ward
Savings Bank, FSB, has completed its initial common stock offering. It is
anticipated that the common stock of Delaware First Financial Corporation will
begin trading on the Nasdaq Market under the symbol _______ on December ______,
1997. Delaware First Financial Corporation, will issue ________ shares of its
common stock.
The net proceeds contributed to Ninth Ward upon conversion will
substantially increase its capital. Ninth Ward ultimately intends to use such
funds for general corporate purposes, including possible expansion and
diversification of accounts and services it offers to the community. It is
expected that in the interim, all or part of the proceeds will be invested in
short-term and intermediate-term securities.
On December _____, 1997, Ninth Ward's Plan of Conversion was approved by
Ninth Ward's depositor and borrower members at a Special Meeting that was held
at the main office of the institution.
<PAGE>
Mr. Crouch indicated that the Officers and Board of Directors of Ninth Ward
want to express their thanks for the response by customers and the community to
the stock offering and that the Bank looks forward to serving the financial
services needs of the community as a stock institution.
Trident Securities, Inc. of Raleigh, North Carolina managed the
subscription and community offerings for Delaware First Financial Corporation.
<PAGE>
II. Question and Answer Brochure
A. Explanation
The Question and Answer brochure is an essential marketing piece in any
conversion. It serves to answer some of the most commonly asked questions
in "plain, everyday language." Although most of the answers are taken
verbatim from the Prospectus and Proxy Statement, it assists the individual
in finding answers to simple questions.
Conversion Counsel approves the language for each Question and Answer.
Trident Securities, Inc. and Ninth Ward will be responsible for any
introductory or concluding remarks, design, layout, color, and paper stock.
This will be coordinated through Trident Securities, Inc. in conjunction
with the financial printer.
B. Method of Distribution
There are three primary methods of distribution of the Question and Answer
brochure. However, regardless of the method, the brochure is always
accompanied by a Prospectus.
1. A Question and Answer brochure is sent out in the initial mailing to
all members of Ninth Ward.
2. Question and Answer brochures are available at Ninth Ward's office.
3. Question and Answer brochures are sent out in a standard information
packet to all interested investors who phone the Stock Information
Center requesting information.
C. Example (See attached)
<PAGE>
Ninth Ward Savings Bank, FSB ("Ninth Ward")
Wilmington, DE
Questions and Answers Regarding the Subscription and Community Offering
MUTUAL TO STOCK CONVERSION
Ninth Ward's Board of Directors has unanimously voted to convert the
savings association from its present mutual form to a stock institution,
subject to approval of the conversion by Ninth Ward's members and
regulatory authorities. Complete details on the conversion, including
reasons for conversion, are contained in the Prospectus and Proxy
Statement. We urge you to read them carefully.
This brochure is provided to answer basic questions you might have about
the conversion. Remember, the conversion will not affect the rate on any of
your savings accounts, deposit certificates, or loans.
1. Q. What is a "Conversion"?
A. Conversion is a change in the legal form of organization. The
conversion will allow Ninth Ward to convert from a federal mutual
savings bank to a federal stock savings bank. Ninth Ward currently
operates as a federal savings bank with no shareholders. Through the
conversion, Ninth Ward will form a holding company, Delaware First
Financial Corporation, which will ultimately own all of the
outstanding stock of the Bank. Delaware First Financial Corporation
will issue stock in the conversion, as described below, and will be a
publicly-owned company.
2. Q. Why is Ninth Ward converting?
A. The stock form of ownership is used by most business corporations and
financial institutions. Ninth Ward has reached an important point in
its development with its decision to convert to the stock form of
ownership. Ninth Ward's management believes the continued
diversification of the institution's asset and deposit base and the
establishment of new banking services should enhance long-term
operating potential. The capital raised by issuing stock will:
* Enhance the Bank's capital position.
* Facilitate future access to the capital markets.
<PAGE>
* Provide additional funds for increased lending and investment
opportunities.
* Enhance long-term expansion and operating potential.
3. Q. Will the conversion have any effect on savings accounts, certificates of
deposit or loans with Ninth Ward?
A. No. The conversion will not change the amount, interest rate or
withdrawal rights of savings and checking accounts or certificates of
deposit. The rights and obligations of borrowers under their loan
agreements will not be affected.
However, upon consummation of the conversion, Ninth Ward's deposit
account holders and certain borrowers will no longer have voting
rights unless they purchase common stock in Delaware First Financial
Corporation.
4. Q. Will the conversion cause any changes in personnel or management?
A. No. The conversion will not cause any changes in personnel or
management. The normal day-to-day operations will continue as before.
5. Q. Did the Board of Directors of Ninth Ward approve the conversion?
A. Yes. The Board of Directors unanimously adopted the Plan of Conversion
on June 30, 1997.
THE SUBSCRIPTION AND COMMUNITY OFFERING
6. Q. Who is entitled to buy Delaware First Financial Corporation common
stock?
A. Subscription rights to buy common stock will be given in order of
priority to (i) depositors of Ninth Ward as of December 31, 1995 with
a $50.00 minimum deposit at that date (the "Eligible Account
Holders"); (ii) the Delaware First Financial Corporation's employee
stock ownership plan (the "ESOP"), a tax qualified employee stock
benefit plan; (iii) depositors of the Bank with $50.00 or more on
deposit as of September 30, 1997 (the "Supplemental Eligible Account
Holders" ); (iv) certain other depositors and borrowers of Ninth Ward
("Other Members").
Shares that are not subscribed for during the subscription offering,
if any, may be offered to the general public through a community
offering with preference given to natural persons and trusts of
natural persons who are permanent residents of the state of Delaware,
Cecil County, Maryland, Salem County, New Jersey, and Delaware and
Chester Counties, Pennsylvania (the "Local Community").
<PAGE>
7. Q. How do I subscribe for shares of stock?
A. Eligible customers wishing to exercise their subscription rights must
return the enclosed Stock Order Form to Ninth Ward. The Stock Order
Form must be completed and returned along with full payment or
appropriate instructions authorizing a withdrawal from a deposit
account at Ninth Ward on or prior to the close of the Subscription
Offering which is 12:00 noon, Eastern Time, on December __, 1997,
unless extended. Members of the public who wish to order stock
directly from Ninth Ward in the Community Offering should return their
Stock Order Form and accompanying payment to Ninth Ward prior to 12:00
noon, Eastern Time on December _________, 1997, unless extended.
8. Q. How can I pay for my subscription?
A. First, you may pay for your stock by check or money order. These funds
will earn interest at Ninth Ward's passbook rate from the day we
receive them until the completion or termination of the conversion.
Second, you may authorize us to withdraw funds from your Ninth Ward
savings account or certificate of deposit without early withdrawal
penalty. A hold will be placed on your account for the amount you
specify for stock payment. You will not have access to these funds
from the day we receive your order until the completion or termination
of the conversion. These funds will continue to earn interest at the
rate in effect for your account until completion of the offering at
which time your funds will be withdrawn for your purchase. Funds
remaining in this account (if any) will continue at the contractual
rate unless the withdrawal reduces the account balance below the
applicable minimum in which case the account will be closed and you
will receive a check for the amount remaining in the account.
If you want to use Individual Retirement Account deposits held at
Ninth Ward to purchase stock, call our Stock Information Center at
(302) 421-9374 for assistance. There will be no early withdrawal or
IRS penalties incurred by these transactions, but additional paperwork
is needed for a trustee-to-trustee transfer.
9. Q. When must I place my order for shares of stock?
A. To exercise subscription rights in the subscription offering, a Stock
Order Form must be received by Ninth Ward with full payment for all
shares subscribed for not later than 12:00 noon, Eastern Time, on
December _____, 1997.
<PAGE>
Non-customers desiring to order shares through the community offering
must order shares before the close of the community offering, which
will be at 12:00 noon, Eastern Time on December ____, 1997, unless
extended.
10. Q. How many shares of stock are being offered?
A. Delaware First Financial Corporation is offering 1,006,000 shares of
common stock at a price of $10.00 per share. The number of shares may
be decreased to 744,000 or increased to 1,157,000 in response to the
independent appraiser's final determination of the consolidated pro
forma market value of the common stock issued in the conversion.
11. Q. What is the minimum and maximum number of shares that I can purchase
during the offering period?
A. The minimum number of shares that may be purchased is 25 shares. No
Stock Order Form will be accepted for less than $250.00. The maximum
number of shares may not exceed 10,000 shares for any individual or
20,000 shares for their associates or any group acting in concert as
defined in Ninth Ward's Plan of Conversion.
12. Q. How was it determined that between 774,000 shares and 1,157,000 shares
of stock would be issued at $10.00 per share?
A. The share range was determined through an independent appraisal of the
value of Ninth Ward by FinPro, an independent appraisal firm
specializing in the thrift industry.
13. Q. Must I pay a commission on the stock for which I subscribe?
A. No. You will not pay a commission on stock purchased in the
Subscription Offering or the Community Offering. Conversion expenses,
including commissions, will be deducted from the proceeds of the
offering upon completion of the conversion.
14. Q. Will I receive interest on funds I submit for stock purchases?
A. Yes. Ninth Ward will pay its current passbook rate from the date funds
are received (with a completed Stock Order Form) during the
subscription and community offerings until completion of the
conversion.
15. Q. If I have misplaced my Stock Order Form, what should I do?
A. Ninth Ward will mail you another order form or you may obtain one from
the Ninth Ward main office. If you need assistance in obtaining a
Stock Order Form, a Ninth Ward employee or a Trident Securities, Inc.
representative will be happy to help you.
<PAGE>
16. Q. Will there be any dividends paid on the stock?
A. The Company initially does not expect to pay cash dividends on its
stock, but will consider dividends in the future if it deems such
payment appropriate and in compliance with all applicable laws and
regulations.
17. Q. How much stock do the directors and officers of Ninth Ward intend to
purchase through the Subscription Offering?
A. Directors and executive officers intend to purchase approximately
$219,000 (at the midpoint of the offering) of the stock to be offered
in the conversion. The purchase price paid by directors and officers
will be the same as that paid by customers and the general public.
18. Q. Are the subscription rights transferable to another party?
A. No. Pursuant to federal regulations, subscription rights granted to
Eligible Account Holders, Supplemental Eligible Account Holders and
Other Members may be exercised only by the person(s) to whom they are
granted. Any person found to be transferring subscription rights will
be subject to forfeiture of such rights.
19. Q. I closed my account several months ago. Someone told me that I am still
eligible to buy stock. Is that true?
A. If you were an account holder on the Eligibility Record Date, December
31, 1995, or the Supplemental Eligibility Record Date, September 31,
1997, you are entitled to purchase stock without regard to whether
your Ninth Ward account is still open now.
20. Q. May I obtain a loan from Ninth Ward using stock as collateral to pay for
my shares?
A. No. Federal regulations do not allow Ninth Ward to make loans for this
purpose, but other financial institutions could make a loan for this
purpose.
<PAGE>
21. Q. Will the FDIC (Federal Deposit Insurance Corporation) insure the shares
of stock?
A. No. The shares are not and may not be insured by the FDIC. However,
the Savings Association Insurance Fund of the FDIC will continue to
insure savings accounts and certificates of deposit up to the
applicable limits allowed by law.
22. Q. Will there be a market for the stock following the conversion?
A. Neither the Company nor Ninth Ward has ever issued stock before, and
due to the relatively small size of the Offerings, it is unlikely that
an active and liquid trading market will develop or be maintained. The
Company will apply to the NASDAQ for the stock to be listed on the OTC
Bulletin Board. However, purchasers of Common Stock should have a
long-term investment intent and recognize that the absence of an
active and liquid trading market may make it difficult to sell the
Common Stock and may have an adverse effect on the price.
23. Q. Can I purchase stock using funds in a Ninth Ward IRA account?
A. Yes. Contact the Stock Information Center for the necessary forms.
However, it takes several days to process the necessary IRA forms and,
therefore, it is necessary that your response be received by December
____, 1997, to accommodate your order.
ABOUT VOTING "FOR" THE PLAN OF CONVERSION
24. Q. Am I eligible to vote at the Special Meeting of Members to be held to
consider the Plan of Conversion?
A. If you are a Voting Member, you should have received a proxy statement
and proxy card with which to vote. At the Special Meeting of Members
to be held on December ____, 1997, you are eligible to vote if you are
one of the "Voting Members," who have open Ninth Ward's deposit
accounts as of October 31, 1997 (the "Voting Record Date") for the
Special Meeting. However, Ninth Ward members of record as of the close
of business on the Voting Record Date who cease to be depositors or
borrowers prior to the date of the Special Meeting are no longer
members and will not be entitled to vote at the Special Meeting.
25. Q. How many votes do I have as a Voting Member?
A. Each account holder is entitled to one vote for each $100, or fraction
thereof, on deposit in such account. Each borrower who holds eligible
borrowings is entitled to cast one vote in addition to the number of
votes, if any, he or she is entitled to vote as an account holder. No
member may cast more than 1,000 votes.
<PAGE>
26. Q. If I vote "against" the Plan of Conversion and it is approved, will I be
prohibited from buying stock during the subscription offering?
A. No. Voting against the Plan of Conversion in no way restricts you from
purchasing stock in either the subscription offering or the community
offering.
27. Q. What happens if Ninth Ward does not get enough votes to approve the Plan
of Conversion?
A. Ninth Ward's Conversion would not take place and Ninth Ward would
remain a mutual savings bank.
28. Q. As a qualifying depositor or borrower of Ninth Ward, am I required to
vote?
A. No. However, failure to return your proxy card will have the same
effect as a vote "Against" the Plan of Conversion.
29. Q. What is a Proxy Card?
A. A Proxy Card gives you the ability to vote without attending the
Special Meeting in person. You may attend the meeting and vote in
person, even if you have returned your proxy card, if you choose to do
so. However, if you are unable to attend, you still are represented by
proxy.
30. Q. How does the conversion affect me?
A. The conversion is intended, among other things, to assist Ninth Ward
in maintaining and expanding its many services to Ninth Ward's
customers and community. By purchasing stock, you will also have the
opportunity to invest in Delaware First Financial Corporation, the
holding company that will own the nationally-chartered bank into which
Ninth Ward will convert. However, there is no obligation to purchase
stock; the purchase of stock is strictly optional.
31. Q. How can I get further information concerning the stock offering?
A. You may call the Stock Information Center, collect at (302) 421-9374
further information or a copy of the Prospectus, Stock Order Form,
Proxy Statement and Proxy Card.
<PAGE>
This information is neither an offer to sell nor a solicitation of an offer to
buy securities. The offer is made only by the Prospectus. A Prospectus can be
obtained at Ninth Ward office or by calling the Ninth Ward Stock Information
Center. There shall be no sale of stock in any state in which any offer,
solicitation of an offer or sale of stock would be unlawful.
The stock is not a deposit or account and is not
federally insured or guaranteed.
FOR YOUR CONVENIENCE
In order to assist you during the stock offering period, we have
established a Stock Information Center to answer your questions. Please call
collect:
(302) 421-9674
<PAGE>
III. Officer and Director Brochure
A. Explanation
An Officer and Director Brochure merely highlights the intended stock
purchases shown in the Prospectus.
B. Method of Distribution
There are three primary methods of distribution of Officer and Director
Brochures. However, regardless of the method, they are always accompanied
by a Prospectus.
1. An Officer and Director Brochure is sent out in the initial mailing to
all members of Ninth Ward.
2. Officer and Director Brochures will be available in Ninth Ward's
offices.
3. Officer and Director Brochures are sent out in a standard information
packet to all interested investors who telephone the Stock Information
Center requesting information.
<PAGE>
OFFICER AND DIRECTOR STOCK PURCHASE COMMITMENTS
<TABLE>
<CAPTION>
Aggregate Price Percentage of
Total Shares of Shares Total Shares
Name Position Purchased(1) Purchased Offered
---- -------- ------------ --------- -------
<S> <C> <C> <C> <C>
Dr. William R. Baldt Director 1,000 $10,000 .1%
J. Bayard Cloud Chairman 1,000 $10,000 .1%
Thomas B. Cloud Director 5,000 $50,000 .6%
Ronald P. Crouch President, Chief
Executive Officer
and Director 2,000 $20,000 .2%
Larry D. Gehrke Director 5,000 $50,000 .6%
Alan B. Levin Director 1,500 $15,000 .2%
Ernest J. Peoples Vice Chairman 1,000 $10,000 .1%
Dr. Robert L. Schweitzer Director 300 $3,000 *
Jerome P. Arrison Executive Vice
President, Chief
Operating Officer
and Treasurer 100 $1,000 *
Genevieve B. Marino Vice President 1,500 $15,000 .2%
Lori N. Richards Vice President 2,500 $25,000 .3%
----- ------ ----
Total N/A 21,900 $219,000 2.5%
====== ======== ===
</TABLE>
- ---------------
* Represents less than .1% of outstanding shares.
(1) Does not include shares purchased by the ESOP or shares awarded to
participants in the RSP, if implemented, or under the Option Plan, if
implemented.
This information is neither an offer to sell nor a solicitation of an offer to
buy securities. The offer is made only by the Prospectus.
The stock is not a deposit or account and is not
federally insured or guaranteed.
<PAGE>
IV. IRA Mailing
A. Explanation
A special IRA mailing is proposed to be sent to all IRA customers of Ninth
Ward in order to alert the customers that funds held in an IRA can be used
to purchase stock. Since this transaction is not as simple as designating
funds from a savings account or a certificate of deposit like a normal
stock purchase, this letter informs the customer that this process is
slightly more detailed and involves a personal visit to Ninth Ward. This
mailing will be accompanied or proceeded by the Prospectus.
B. Quantity
One IRA letter will be mailed to each IRA customer of Ninth Ward.
<PAGE>
(Ninth Ward Letterhead)
November ____, 1997
Dear Retirement Account Participant:
As you know Ninth Ward Savings Bank, FSB. is converting from a federal
mutual bank to a federal stock savings bank. Ninth Ward is providing current and
certain former depositors and borrowers an opportunity to purchase stock through
a Subscription Offering. In connection with the Conversion, Delaware First
Financial Corporation, the proposed holding company for Ninth Ward, is offering
up to 1,006,000 shares of common stock at $10.00 per share.
As the holder of a Retirement Account at Ninth Ward you have an opportunity
to become a shareholder of Delaware First Financial Corporation. If you desire
to purchase stock using funds being held in your Retirement Account, we can
assist you in self-directing those funds which are currently held in
certificates of deposit. This process can be done without an early withdrawal
penalty or without a negative tax consequence to your retirement account. The
stock that you purchase would be held in a self-directed retirement plan.
If you are interested in receiving more information on self-directing your
IRA, please contact our Stock Information Center at (302) 421-9374. This
transaction cannot be done through the mail and will require that you visit the
Ninth Ward office. Furthermore, it takes several days to process the necessary
IRA forms and regulations concerning retirement accounts require that your
response be received by [one week prior to closing] December )_____, 1997 to
accommodate your interest.
Sincerely,
Ronald P. Crouch
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy shares of Delaware First Financial Corporation common stock offered in the
conversion, nor does it constitute the solicitation of a proxy in connection
with the conversion. Such offers and solicitations of proxies are made only by
means of the Prospectus and the Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful. The shares of Delaware First Financial Corporation
common stock offered in the conversion are not deposits or accounts and are not
federally insured or guaranteed.
<PAGE>
V. Counter Cards, Lobby Posters and the Tombstone Announcement
A. Explanation
Counter cards, lobby posters and the tombstone announcement serve three
purposes: (1) As a notice to Ninth Ward's customers and members of the
local community that the stock sale is underway; (2) to remind the
customers of the end of the Subscription Offering; and (3) to invite
members of the community to an informational meeting, if applicable.
Trident has learned in the past that many people need reminding of the
deadline for subscribing and therefore we suggest the use of these simple
reminders.
B. Quantity
Approximately 3 - 4 counter cards will be used at Ninth Ward's offices, at
teller windows and on customer service representatives' desks. These
counter cards will be exact duplicates of the lobby poster and will be no
larger than 8-1/2" x 11".
Approximately 1 - 2 lobby posters will be used at Ninth Ward's offices.
These posters will be approximately 2' x 3'.
Tombstone announcements may be used for placement in local newspapers. The
advertisements will run no more than twice each in the local newspaper. The
ads will be no larger than 8-1/2" x 11".
C. Examples enclosed
<PAGE>
POSTER
Ninth Ward Savings Bank, FSB
STOCK OFFERING MATERIALS
AVAILABLE HERE
Subscription Rights for the Stock Offering
by Delaware First Financial Corporation
Expire on December _______, 1997
<PAGE>
This announcement is neither an offer to sell nor a solicitation of an offer to
buy these securities. The offer is made only by the Prospectus and Proxy
Statement. These shares have not been approved or disapproved by the Securities
and Exchange Commission, Office of Thrift Supervision, or Federal Deposit
Insurance Corporation, nor has such Commission, Office or Corporation passed
upon the accuracy or adequacy of the Prospectus and Proxy Statement. Any
representation to the contrary is unlawful.
New Issue __________, 1997
Up to 1,006,000 Shares
These shares are being offered pursuant
to a Plan of Conversion whereby
Ninth Ward Savings Bank, FSB
of Wilmington, Delaware will convert
from a federal mutual savings bank
to a federal stock savings bank and
become the wholly-owned subsidiary of
Delaware First Financial Corporation
Common Stock
---------------
Price $10.00 Per Share
---------------
Copies of the Prospectus may be obtained in any State in which
this announcement is circulated from such of the
undersigned or other brokers and dealers
as may legally offer these securities in such state.
For a copy of the Prospectus call (302) 421-9374.
<PAGE>
VI. Community Meeting Materials
A. Explanation
In order to educate the public about the stock offering, Trident suggests
holding Community meetings in various locations. In an effort to target a
group of interested investors, Trident requests that each Director of the
Bank submit a list of acquaintances that he or she would like to invite to
a Community meeting.
B. Method of Distribution of Invitations and Prospect Letters
Each Director submits his list of prospects.
Invitations are sent to each Director's prospects through the mail. All
invitations are preceded by a Prospectus and all attendees are given a
Prospectus at the meeting. Letters will be sent to prospects to thank them
for their attendance and to remind them of closing dates.
C. Examples enclosed
<PAGE>
* Sent to prospects who are customers *
_________ , 1997
&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
Recently you may have read in the newspaper that Ninth Ward Savings Bank,
FSB will convert from a federal mutual savings bank to a federal stock savings
bank. This is the most significant event in the history of the Bank in that it
allows customers, community members, employees and directors the opportunity to
share in Ninth Ward's future by becoming charter stockholders of Delaware First
Financial Corporation, the Bank's proposed holding company.
As a customer of Ninth Ward, you should have received a packet of
information regarding the conversion, including a Prospectus and a Proxy
Statement. In addition, we are holding several presentations for friends of the
officers and directors to discuss the stock offering in more detail. You will
receive an invitation in the near future.
Please feel free to call me or the Ninth Ward's Stock Information Center at
(302) 421-9374 if you have any questions. I look forward to seeing you at one of
our informational presentations.
Sincerely,
Ronald P. Crouch
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Delaware First Financial Corporation common stock offered in the
conversion, nor does it constitute the solicitation of a proxy in connection
with the conversion. Such offers and solicitations of proxies are made only by
means of the Prospectus and the Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful. The shares of Delaware First Financial Corporation
common stock offered in the conversion are not deposits or accounts and are not
federally insured or guaranteed.
<PAGE>
* Sent to prospects who are not customers *
_________, 1997
&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
Recently you may have read in the newspaper that Ninth Ward Savings Bank,
FSB will be converting from a federal mutual savings bank to a federal stock
savings bank. This is the most significant event in the history of the Bank in
that it allows customers, community members, employees and directors the
opportunity to share in Ninth Ward's future by becoming charter stockholders of
the Bank's Holding Company, Delaware First Financial Corporation
[Director/officer] has asked that you be sent a Prospectus and stock order
form which will allow you to become a charter stockholder, should you desire. In
addition, we are holding several presentations for friends of the officers and
directors to discuss the stock offering in more detail. You will receive an
invitation in the near future.
Please feel free to call me or the Ninth Ward's Stock Information Center at
(302) 421-9374 if you have any questions. I look forward to seeing you at one of
our informational presentations.
Sincerely,
Ronald P. Crouch
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Delaware First Financial Corporation common stock offered in the
conversion, nor does it constitute the solicitation of a proxy in connection
with the conversion. Such offers and solicitations of proxies are made only by
means of the Prospectus and the Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful. The shares of Delaware First Financial Corporation
common stock offered in the conversion are not deposits or accounts and are not
federally insured or guaranteed.
<PAGE>
* Sent to individuals requesting information *
_________, 1997
&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
Enclosed you will find the offering materials relating to the mutual to
stock conversion of Ninth Ward Savings Bank, FSB and the initial stock offering
of Ninth Ward's Holding Company, Delaware First Financial Corporation.
In connection with the conversion, Delaware First Financial Corporation is
offering up to 1,006,000 shares of its common stock at a price of $10.00 per
share. Please review the enclosed Prospectus so that you may make an informed
investment decision based on your individual financial situation. If you wish to
purchase stock, the enclosed order form should be completed and returned to
Ninth Ward no later than ____ p.m. Eastern Time, on ________, 1997.
If you have any questions concerning the conversion, please feel free to
call the Ninth Ward's Stock Information Center at (302) 421-9374.
Sincerely,
Ronald P. Crouch
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Delaware First Financial Corporation common stock offered in the
conversion, nor does it constitute the solicitation of a proxy in connection
with the conversion. Such offers and solicitations of proxies are made only by
means of the Prospectus and the Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful. The shares of Delaware First Financial Corporation
common stock offered in the conversion are not deposits or accounts and are not
federally insured or guaranteed.
<PAGE>
The Directors and Officers
of
Ninth Ward Savings Bank, FSB
cordially invite you to attend a brief
presentation regarding the stock offering of
Delaware First Financial Corporation,
our proposed holding company
Please join us at the
DuPont Country Club
President's Room
Rockland Road
Wednesday, December 3, 1997
at 6:00 p.m.
R.S.V.P.
(302) 421-9674 (Collect)
list of directors and officers
<PAGE>
* Sent to those attending a community meeting *
__________, 1997
&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
Thank you for attending our informational presentation relating to Ninth
Ward Savings Bank, FSB's conversion to a stock institution. The information
presented at the meeting and the Prospectus you recently received should assist
you in making an informed investment decision.
Obviously, we are excited about this stock offering and the opportunity to
share in the future of Ninth Ward. This conversion is the most important event
in our history and it gives the Association the strength and corporate
flexibility to compete in the future.
We will contact you in the near future to get an indication of your
interest in our offering. In the meantime, if your investment decision is made,
feel free to return your order form at your convenience, but not later than
_________, 1997. If you have any questions, please call the Stock Information
Center at (302) 421-9374.
Sincerely,
Ronald P. Crouch
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Delaware First Financial Corporation common stock offered in the
conversion, nor does it constitute the solicitation of a proxy in connection
with the conversion. Such offers and solicitations of proxies are made only by
means of the Prospectus and the Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful. The shares of Delaware First Financial Corporation
common stock offered in the conversion are not deposits or accounts and are not
federally insured or guaranteed.
<PAGE>
* Sent to those not attending a community meeting *
_________, 1997
&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
I am sorry you were unable to attend our recent presentation regarding
Ninth Ward Savings Bank, FSB's mutual to stock conversion. The Board of
Directors and management team of Ninth Ward Savings Bank FSB are committed to
contributing to long term shareholder value and as a group we intend to
personally invest approximately $239,000 of our own funds. We are enthusiastic
about the stock offering and the opportunity to share in the future of Ninth
Ward.
We have established a Stock Information Center to assist you with any
questions regarding the stock offering. Should you require any assistance
between now and December _________, 1997, I encourage you to either stop by our
Stock Information Center or call (302) 421-9374.
I hope you will join me as a charter stockholder in Ninth Ward Savings
Bank, FSB.
Sincerely,
Ronald P. Crouch
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Delaware First Financial Corporation common stock offered in the
conversion, nor does it constitute the solicitation of a proxy in connection
with the conversion. Such offers and solicitations of proxies are made only by
means of the Prospectus and the Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful. The shares of Delaware First Financial Corporation
common stock offered in the conversion are not deposits or accounts and are not
federally insured or guaranteed.
<PAGE>
* Final Reminder Letter *
_________, 1997
&salutation&firstname&lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
Just a quick note to remind you that the deadline for purchasing stock in
Delaware First Financial Corporation is quickly approaching. I hope you will
join me in becoming a charter stockholder in one of Delaware's newest publicly
owned financial institutions.
The deadline for becoming a charter stockholder is December _________,
1997. If you have any questions, I hope you will call our Stock Information
Center at (302) 421-9374.
Once again, I look forward to having you join me as a charter stockholder
in Delaware First Financial Corporation
Sincerely,
Ronald P. Crouch
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Delaware First Financial Corporation common stock offered in the
conversion, nor does it constitute the solicitation of a proxy in connection
with the conversion. Such offers and solicitations of proxies are made only by
means of the Prospectus and the Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful. The shares of Delaware First Financial Corporation
common stock offered in the conversion are not deposits or accounts and are not
federally insured or guaranteed.
<PAGE>
VII. Proxygram
A. Explanation
A proxygram is used when the majority of votes needed to adopt the Plan of
Conversion is still outstanding. The proxygram is mailed to those "target
vote" depositors who have not previously returned their signed proxy.
The target vote depositors are determined by the conversion agent.
B. Example enclosed
<PAGE>
================================================================================
P R O X Y G R A M
(LOGO)
================================================================================
YOUR VOTE ON OUR CONVERSION PLAN HAS NOT BEEN RECEIVED.
YOUR VOTE IS VERY IMPORTANT, PARTICULARLY SINCE FAILURE TO VOTE IS EQUIVALENT TO
VOTING AGAINST THE PLAN.
VOTING FOR THE CONVERSION PLAN WILL NOT AFFECT THE INSURANCE OF YOUR ACCOUNT. IT
WILL CONTINUE TO BE INSURED UP TO THE LEGAL LIMIT ($100,000 PER ACCOUNT AS
DEFINED BY LAW) BY THE SAVINGS ASSOCIATION INSURANCE FUND OF THE FEDERAL DEPOSIT
INSURANCE CORPORATION, AN AGENCY OF THE U.S. GOVERNMENT.
REMEMBER, VOTING FOR CONVERSION DOES NOT OBLIGATE YOU TO BUY
ANY STOCK.
PLEASE ACT PROMPTLY! SIGN THE ENCLOSED PROXY CARD AND MAIL OR DELIVER IT TO
NINTH WARD SAVINGS BANK, FSB
WE RECOMMEND THAT YOU VOTE "FOR" THE PLAN OF CONVERSION.
THANK YOU!
THE BOARD OF DIRECTORS AND
MANAGEMENT OF NINTH WARD
SAVINGS BANK, FSB
================================================================================
Delaware First Financial Corporation
Conversion
Valuation
Appraisal
Date Issued: September 18, 1997
Date of Market Prices: September 8, 1997
================================================================================
<PAGE>
Table of Contents
Delaware First Financial Corporation
Wilmington, Delaware
INTRODUCTION 1
- --------------------------------------------------------------------------------
1. OVERVIEW AND FINANCIAL ANALYSIS 3
- --------------------------------------------------------------------------------
GENERAL OVERVIEW 3
STRATEGIC DIRECTION 5
REGULATORY AGREEMENT 6
BALANCE SHEET TRENDS 7
LOAN PORTFOLIO 10
SECURITIES 13
INVESTMENTS AND MORTGAGE-BACKED SECURITIES 14
ASSET QUALITY 15
FUNDING COMPOSITION 18
ASSET/LIABILITY MANAGEMENT 21
NET WORTH AND CAPITAL 22
INCOME AND EXPENSE TRENDS 23
SUBSIDIARIES 27
LEGAL PROCEEDINGS 27
2. MARKET AREA ANALYSIS 28
- --------------------------------------------------------------------------------
BRANCH FACILITIES 29
MARKET AREA DEMOGRAPHICS 30
MARKET AREA DEPOSIT CHARACTERISTICS 32
3. COMPARISONS WITH PUBLICLY TRADED THRIFTS 33
- --------------------------------------------------------------------------------
INTRODUCTION 33
SELECTION SCREENS 33
SELECTION CRITERIA 35
COMPARABLE GROUP PROFILES 37
CORPORATE DATA 42
KEY FINANCIAL DATA 43
CAPITAL DATA 44
ASSET QUALITY DATA 45
PROFITABILITY DATA 46
INCOME STATEMENT DATA 47
GROWTH DATA 48
MARKET CAPITALIZATION DATA 49
DIVIDEND DATA 50
PRICING DATA 51
4. MARKET VALUE DETERMINATION 52
- --------------------------------------------------------------------------------
INTRODUCTION 52
FINANCIAL STRENGTH 53
EARNINGS QUALITY, PREDICTABILITY AND GROWTH 55
MARKET AREA 59
MANAGEMENT 60
DIVIDENDS 61
LIQUIDITY OF THE ISSUE 62
SUBSCRIPTION INTEREST 63
RECENT REGULATORY MATTERS 64
MARKET FOR SEASONED THRIFT STOCKS 65
ACQUISITION MARKET 69
ADJUSTMENTS TO VALUE 74
VALUATION APPROACH 75
VALUATION CONCLUSION 78
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
<PAGE>
List of Figures
Delaware First Financial Corporation
Wilmington, Delaware
FIGURE 1 - CURRENT BRANCH LIST 3
FIGURE 2 - HISTORICAL TIMELINE 4
FIGURE 3 - ASSET AND RETAINED EARNINGS CHART 7
FIGURE 4 - AVERAGE YIELDS AND COSTS 8
FIGURE 5 - KEY BALANCE SHEET DATA 9
FIGURE 6 - KEY OPERATIONS DATA 9
FIGURE 7 - LOAN MIX AS OF JUNE 30, 1997 CHART 10
FIGURE 8 - NET LOANS RECEIVABLE CHART 11
FIGURE 9 - LOAN MIX 12
FIGURE 10 - SECURITIES CHART 13
FIGURE 11 - INVESTMENT MIX 14
FIGURE 12 - INVESTMENT PORTFOLIO MATURITY 14
FIGURE 13 - NON-PERFORMING ASSETS CHART 15
FIGURE 14 - NON-PERFORMING LOANS 16
FIGURE 15 - ALLOWANCE FOR POSSIBLE LOAN AND LEASE LOSSES CHART 17
FIGURE 16 - DEPOSIT MIX 18
FIGURE 17 - DEPOSIT AND BORROWING TREND CHART 19
FIGURE 18 - TIME DEPOSITS MATURITY SCHEDULE 20
FIGURE 19 - NPV ANALYSIS CHART 21
FIGURE 20 - CAPITAL ANALYSIS 22
FIGURE 21 - NET INCOME CHART 23
FIGURE 22 - SPREAD AND MARGIN CHART 24
FIGURE 23 - INCOME STATEMENT TRENDS 25
FIGURE 24 - PROFITABILITY TREND CHART 26
FIGURE 25 - TARGET MARKETS 28
FIGURE 26 - BRANCH FACILITY TABLE 29
FIGURE 27 - POPULATION & HOUSEHOLD DEMOGRAPHICS 30
FIGURE 28 - DEPOSIT TRENDS AND MARKET SHARE TABLE 32
FIGURE 29 - KEY FINANCIAL INDICATORS 40
FIGURE 30 - COMPARABLE CORPORATE DATA 42
FIGURE 31 - COMPARABLE KEY FINANCIAL DATA 43
FIGURE 32 - COMPARABLE CAPITAL DATA 44
FIGURE 33 - COMPARABLE ASSET QUALITY DATA 45
FIGURE 34 - COMPARABLE PROFITABILITY DATA 46
FIGURE 35 - COMPARABLE INCOME STATEMENT DATA 47
FIGURE 36 - COMPARABLE GROWTH DATA 48
FIGURE 37 - COMPARABLE MARKET CAPITALIZATION DATA 49
FIGURE 38 - COMPARABLE DIVIDEND DATA 50
FIGURE 39 - COMPARABLE PRICING DATA 51
FIGURE 40 - NET INCOME CHART 56
FIGURE 41 - SPREAD AND MARGIN CHART 57
FIGURE 42 - SNL THRIFT INDEX CHART 65
FIGURE 43 - HISTORICAL SNL INDEX 66
FIGURE 44 - EQUITY INDICES 67
FIGURE 45 - HISTORICAL RATES 68
FIGURE 46 - DEALS FOR LAST FIVE QUARTERS 69
FIGURE 47 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO BOOK 70
FIGURE 48 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO TANGIBLE BOOK 71
FIGURE 49 - THRIFT ACQUISITION MULTIPLES, PRICE TO EARNINGS 71
FIGURE 50 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO ASSETS 72
FIGURE 51 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO DEPOSITS 72
FIGURE 52 - DEAL MULTIPLES 73
FIGURE 53 - ACQUISITION TABLE 73
FIGURE 54 - VALUE RANGE OFFERING DATA 76
FIGURE 55 - COMPARABLE PRICING MULTIPLES 77
FIGURE 56 - RECENT STANDARD CONVERSION MULTIPLES 77
FIGURE 57 - ADJUSTED SUPERMAX TO RECENT CONVERSION COMPARISON 77
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
<PAGE>
LIST OF EXHIBITS
DELAWARE FIRST FINANCIAL CORPORATION
WILMINGTON, DELAWARE
EXHIBIT
- -------
1 CONSOLIDATED BALANCE SHEETS
2 CONSOLIDATED STATEMENTS OF INCOME
3 CONSOLIDATED STATEMENTS OF EQUITY
4 CONSOLIDATED STATEMENTS OF CASH FLOWS
5 SELECTED MARKET DATA - ALL PUBLIC THRIFTS
6 MARKET MULTIPLES - COMPARABLES
7 SELECT MARKET DATA - 1996-TO-DATE STANDARD CONVERSIONS
8 PROFORMA APPRAISAL CALCULATION - OFFERING CIRCULAR 6/30/97 UNADJUSTED DATA
9 PROFORMA APPRAISAL CALCULATION - OFFERING CIRCULAR 12/31/96 UNADJUSTED DATA
10 PROFORMA APPRAISAL CALCULATION - APPRAISAL 6/30/97 ADJUSTED DATA
11 PROFILE OF FINPRO, INC.
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 1
================================================================================
Introduction
This report represents FinPro, Inc.'s ("FinPro") independent appraisal of the
estimated pro-forma market value of the common stock ( the "Common Stock") of
Ninth Ward Savings Bank (the "Bank" or "Ninth Ward") in connection with the Plan
of Conversion ("Conversion") of Ninth Ward from a federally chartered mutual
savings bank to a federally chartered stock savings bank. Pursuant to the Plan
of Conversion, (i) the Bank will convert from a federally chartered savings bank
organized in mutual form to a federally chartered savings bank organized in the
stock form, (ii) the Bank will offer and sell shares of its common stock in a
subscription and community offering.
It is our understanding that the Bank will offer its stock in a subscription and
community offering to the Bank's Eligible Account Holders, to Supplemental
Eligible Account Holders of the Bank, to Other Participants, to the board
members, officers and employees of the Bank, and to the community. This
appraisal has been prepared in accordance with Regulation 563b.7 and with the
"Guidelines for Appraisal Reports for the Valuation of Savings and Loan
Associations Converting from Mutual to Stock Form of Organization" of the Office
of Thrift Supervision ("OTS") which have been adopted in practice by the Federal
Deposit Insurance Corporation ("FDIC"), including the most recent revisions as
of October 21, 1994, and applicable regulatory interpretations thereof.
In the course of preparing our report, we reviewed the audited financial
statements of the Bank's operations for the six month period ended June 30, 1997
and the Bank's operations and financials for the prior two years ending December
31, 1996. We also reviewed the Bank's Application for Approval of Conversion
including the Proxy Statement and the Company's Form S-1 registration statement
as filed with the Securities and Exchange Commission ("SEC"). We have conducted
due diligence analysis of the Bank and the Company (hereinafter, collectively
referred to as "the Bank") and held due diligence related discussions with the
Bank's management and board, Deloitte & Touche LLP (the Bank's independent audit
firm), Trident Securities, Inc. (the Bank's underwriter), and Peabody & Brown
(the Bank's special counsel). The valuation parameters set forth in the
appraisal were predicated on these discussions but all conclusions related to
the valuation were reached and made independent of such discussions.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 2
================================================================================
Where appropriate, we considered information based upon other publicly available
sources, which we believe to be reliable; however, we cannot guarantee the
accuracy or completeness of such information. We visited the Bank's primary
market area and reviewed the market area economic condition. We also reviewed
the competitive environment in which the Bank operates and its relative
strengths and weaknesses. We compared the Bank's performance with selected
publicly traded thrift institutions. We reviewed conditions in the securities
markets in general and in the market for savings institutions in particular. Our
analysis included a review of the estimated effects of the Conversion on the
Bank, operation and expected financial performance as they related to the Bank's
estimated pro-forma value.
In preparing our valuation, we relied upon and assumed the accuracy and
completeness of financial and other information provided to us by the Bank and
its independent accountants. We did not independently verify the financial
statements and other information provided by the Bank and its independent
accountants, nor did we independently value any of the Bank's assets or
liabilities. This estimated valuation considers the Bank only as a going concern
and should not be considered as an indication of its liquidation value.
Our valuation is not intended, and must not be construed, to be a recommendation
of any kind as the advisability of purchasing shares of Common Stock in the
Conversion. Moreover, because such valuation is necessarily based upon estimates
and projections of a number of matters, all of which are subject to change from
time to time, no assurance can be given that persons who purchase shares of
Common Stock in the Conversion will thereafter be able to sell such shares at
prices related to the foregoing valuation of the pro-forma market value thereof.
FinPro is not a seller of securities within the meaning of any federal or state
securities laws and any report prepared by FinPro shall not be used as an offer
or solicitation with respect to the purchase or sale of any securities.
The estimated valuation herein will be updated as appropriate. These updates
will consider, among other factors, any developments or changes in the Bank
financial condition, operating performance, management policies and procedures,
and current conditions in the securities market for thrift institution common
stock. Should any such developments or changes, in our opinion, be material to
the estimated pro-forma market value of the Bank, appropriate adjustments to the
estimated pro-forma market value will be made. The reasons for any such
adjustments will be explained at that time.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 3
================================================================================
1. Overview and Financial Analysis
GENERAL OVERVIEW
The Bank after the Conversion, will be a federally chartered stock savings bank.
As of June 30, 1997, the Bank had $112.5 million in total assets, $78.4 million
in deposits, $92.9 million in net loans and $6.1 million in equity.
The following picture shows the Bank's branch as of June 30, 1997.
FIGURE 1 - CURRENT BRANCH LIST
Branch Office Town
- --------------------------------------------------------------------------------
400 Delaware Avenue Wilmington
[PHOTO OMITTED]
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 4
================================================================================
The Bank was formed as Ninth Ward Building & Loan Association in 1922.
Additional notable events include:
FIGURE 2 - HISTORICAL TIMELINE
1954 Changed name to Ninth Ward Savings and Loan Association.
1962 J. Bayard Cloud named president.
1982 Ronald P. Crouch named president.
1992 Converted to a federal charter and changed name to Ninth Ward
Savings Bank, FSB.
1994 Completely renovated bank office building.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 5
================================================================================
STRATEGIC DIRECTION
The Bank has been a community oriented institution. The principal sources of
funds for activities are deposits, payments on loans and borrowings from the
FHLB of Pittsburgh. These funds are used principally for the origination of
loans secured by first mortgages on one-to-four-family residences which are
located in the market area. Such loans totaled $82.6 million, or 88.94%, of the
total loan portfolio at June 30, 1997. The principal source of revenue is the
interested receive on loans and the principal expense is the interest paid on
deposits and FHLB advances.
The net proceeds from the sale of Common Stock will substantially increase the
capital of the Bank. It is anticipated that the Holding Company will retain 25%
of the net proceeds from the issuance of the Common Stock as its initial
capitalization and will use the balance of the net Conversion proceeds to
purchase all of the common stock of the Bank to be issued upon conversion.
The Bank's net proceeds will become part of the Bank's general funds for use in
its business, subject to applicable regulatory restrictions. Specifically, the
net proceeds will be utilized to invest in short term U.S. Treasuries. The
portion of the net proceeds retained by the Holding Company initially will be
used to lend to the Bank or to invest in U.S. Government and Federal Agency
securities. Ultimately the funds may be used to support the future expansion of
operations through acquisitions of other financial service organizations, such
as other mutual or stock savings institutions and commercial banks,
diversification into other related businesses and for other business and
investment purposes (although no such transactions are specifically being
considered at this time), including the possible payment of dividends, excess
capital distribution and repurchases of Common Stock. Additionally, net proceeds
will be utilized to purchase or lease additional branch facilities outside of
the City of Wilmington and to leverage, or grow the Bank in total assets.
As such, the Bank's major thrusts over a five-year horizon are as follows:
1. Converting to a stock institution to raise capital to fund growth
opportunities and strengthen the capital position of the Bank;
2. Planned core business growth of the Bank;
3. Open de-novo branches, one in the near term;
4. Change in the loan mix toward commercial lending and home equity
products;
5. Change of the funding mix toward core deposits and away from
borrowings and time deposits.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 6
================================================================================
REGULATORY AGREEMENT
The Bank entered into a supervisory agreement with the Office of Thrift
Supervision on May 21, 1997. The Bank must perform the following tasks in order
to satisfy the agreement:
o Compile a three year written business plan (this has been completed)
1. The Plan and its implementation by management shall be review by
the Board and updated at least annually.
2. The Bank shall obtain assistance of independent consultants to
assist in the formulation of the Business Plan.
o The Board shall implement and periodically review the Bank's interest
rate risk policies. This policies shall be designed to significantly
reduce the Bank's level of interest rate risk.
o The Board shall establish procedures governing meetings of the Board.
Minutes of the Board meets shall be accurate and contain sufficient
detail to record votes, deliberations of, and actions of the Board.
Board member must be provided sufficient information to make informed
judgments about their responsibilities to oversee the performance of
the institutions.
o The Bank shall provide written notice at least 30 days prior to
changes to its directors of executive staff to the OTS. The Bank shall
not enter into, renew or extend the contractual arrangement related to
compensation or benefits with any director senior executive officer
without providing 30 days written notice to the OTS and receiving a
written notice of non-objection from the regional director.
It is anticipated that this agreement will remain in effect throughout the
course of the IPO.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 7
================================================================================
BALANCE SHEET TRENDS
The asset size of the Bank has increased since December 31, 1995, at which time
the Bank had assets of $97.4 million. Since that time, assets have grown $15.2
million, or 15.58%, to $112.5 million at June 30, 1997. Retained earnings have
grown a diminimus amount, from $6.06 million at December 31, 1995 to $6.09
million at June 30, 1997, or 0.40%.
FIGURE 3 - ASSET AND RETAINED EARNINGS CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 8
================================================================================
Both spread and margin have decreased for the six month period ending June 30,
1997, when compared to the same six month period ending June 30, 1996.
FIGURE 4 - AVERAGE YIELDS AND COSTS
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------------------------------------------------------
1997 1996
--------------------------------- ---------------------------------
Average Interest Average Interest
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
Balance Paid Rate Balance Paid Rate
----------- -------- ------ ----------- -------- ------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets:
Interest-earning assets
Loans receivable net $ 99,011,640 $3,797,982 7.74% $ 83,836,933 $3,346,748 8.05%
Investment securities 7,963,438 222,602 5.64% 12,943,599 364,433 5.68%
Interest-bearing deposits 2,216,029 51,774 4.71% 2,342,926 51,466 4.43%
------------ ---------- ---- ------------ ---------- ----
Total interest-earning assets 109,191,107 4,072,358 7.52% 99,123,458 3,762,647 7.66%
Non-interest earning assets 3,779,984 3,568,488
------------ ------------
Total assets $112,971,091 $102,691,946
============ ============
Liabilities:
Interest-bearing liabilities:
Deposits $ 78,725,866 2,196,245 5.63% $ 81,604,579 2,276,637 5.63%
Advances from FHLB 25,370,166 780,646 6.21% 12,614,174 364,473 5.97%
------------ ---------- ---- ------------ ---------- ----
Total interest-bearing liabilities 104,096,032 2,976,891 5.77% 93,918,753 2,641,110 5.67%
---------- ----------
Non-interest bearing liabilities 2,563,029 2,454,502
------------ ------------
Total liabilities 106,659,061 96,373,255
============ ============
Equity 6,312,030 6,318,691
------------ ------------
Total liabilities and equity $112,971,091 $102,691,946
============ ============
Net interest-earning spread $1,095,467 1.75% $1,121,537 1.99%
========== ==== ========== ====
Margin 2.01% 2.26%
==== ====
Interest-earning assets to
interest-bearing liabilities 104.89% 105.54%
====== ======
</TABLE>
<PAGE>
FIGURE 4 - AVERAGE YIELDS AND COSTS (Continued)
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------------------
1996 1995
--------------------------------- ---------------------------------
Average Interest Average Interest
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
Balance Paid Rate Balance Paid Rate
----------- -------- ------ ----------- -------- ------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets:
Interest-earning assets
Loans receivable net $ 91,051,307 $7,092,065 7.79% $ 78,025,302 $6,408,566 8.21%
Investment securities 12,644,840 709,493 5.61% 13,455,339 763,764 5.68%
Interest-bearing deposits 2,412,209 120,551 5.00% 1,717,488 120,417 7.01%
------------ ---------- ---- ------------ ---------- ----
Total interest-earning assets 106,118,356 7,922,109 7.47% 93,198,129 7,292,747 7.83%
Non-interest earning assets 3,621,634 3,268,610
------------ ------------
Total assets $109,739,990 $ 96,466,739
============ ============
Liabilities:
Interest-bearing liabilities:
Deposits $ 80,199,223 4,497,657 5.61% $ 77,715,774 4,351,008 5.60%
Advances from FHLB 20,868,039 1,252,482 6.00% 10,957,934 704,133 6.43%
------------ ---------- ---- ------------ ---------- ----
Total interest-bearing liabilities 101,067,272 5,750,139 5.69% 88,673,708 5,055,141 5.70%
---------- ----------
Non-interest bearing liabilities 2,386,544 1,776,907
------------ ------------
Total liabilities 103,453,816 90,450,615
============ ============
Equity 6,286,174 6,016,124
------------ ------------
Total liabilities and equity $109,739,990 $ 96,466,739
============ ============
Net interest-earning spread $2,171,970 1.78% $2,237,606 2.13%
========== ==== ========== ====
Margin 2.05% 2.40%
==== ====
Interest-earning assets to
interest-bearing liabilities 105.00% 105.10%
====== ======
</TABLE>
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 9
================================================================================
The following tables set forth certain information concerning the financial
position of the Bank along with operations data at the dates indicated.
FIGURE 5 - KEY BALANCE SHEET DATA
<TABLE>
<CAPTION>
June 30, December 31,
------------ --------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Total assets $112,544,699 $112,683,218 $97,377,204
Investment securities, net 5,992,005 6,475,800 11,488,192
Mortgage-backed securities 190,414 203,147 698,669
Interest-bearing deposits 2,668,566 2,456,294 783,808
Noninterest-bearing securities 169,649 187,158 277,048
Loans receivable, net 92,919,385 98,042,118 78,835,306
Loans held for sale 5,547,674 -- 1,020,000
Deposits 78,351,363 78,408,793 81,522,249
Total borrowings 25,200,000 25,900,000 7,950,000
Retained earnings - substancially restricted 6,086,942 5,957,589 6,062,906
</TABLE>
Source: Offering Prospectus
FIGURE 6 - KEY OPERATIONS DATA
<TABLE>
<CAPTION>
Six Month's Ending Twelve Month's Ending
June 30, December 31,
----------------------- -----------------------
Selected Operations Data 1997 1996 1996 1995
- ------------------------ ---- ---- ---- ----
<S> <C> <C> <C> <C>
Total interest income $4,072,358 $3,762,647 $7,922,109 $7,292,747
Total interest expense 2,976,891 2,641,110 5,750,139 5,055,141
---------- ---------- ---------- ----------
Net interest income 1,095,467 1,121,537 2,171,970 2,237,606
Provision for loan losses 10,000 26,000 47,000 5,000
---------- ---------- ---------- ----------
Net interest income after provision for loan loss 1,085,467 1,095,537 2,124,970 2,232,606
Gain on sales of securities 16,632 48,766 68,629 438,970
Other non-interest income 68,281 108,504 236,147 81,229
---------- ---------- ---------- ----------
Total non-interest income 84,913 157,270 304,776 520,199
Total non-interest expense 960,575 1,181,961 2,593,287 2,068,211
---------- ---------- ---------- ----------
Income before taxes 209,805 70,846 (163,541) 684,594
Income tax provision 88,000 30,000 (69,000) 264,670
---------- ---------- ---------- ----------
Net income $ 121,805 $ 40,846 $ (94,541) $ 419,924
========== ========== ========== ==========
</TABLE>
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 10
================================================================================
LOAN PORTFOLIO
All of the Bank's loans are single family residential loans or are backed by
single family residential collateral. The Bank's loan portfolio is one
dimensional.
FIGURE 7 - LOAN MIX AS OF JUNE 30, 1997 CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 11
================================================================================
Loans have grown from $78.8 million at December 31, 1995, to $92.9 million at
June 30, 1997, which translates into growth of 17.87% over that period. The Bank
maintained a net loans to assets ratio in excess of 80.00% at June 30, 1997.
FIGURE 8 - NET LOANS RECEIVABLE CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 12
================================================================================
The Bank's loan mix is one dimensional.
FIGURE 9 - LOAN MIX
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996 December 31, 1995
----------------------------- ----------------------------- -----------------------------
Amount Percent of Total Amount Percent of Total Amount Percent of Total
------ ---------------- ------ ---------------- ------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Real estate loans:
Residential mortgage $82,625,969 88.92% $87,918,256 89.67% $67,937,470 86.18%
----------- ------ ----------- ------ ----------- ------
Total real estate loans $82,625,969 88.92% $87,918,256 89.67% $67,937,470 86.18%
Other loans:
Deposit account $ 710,275 0.76% $ 528,198 0.54% $ 839,344 1.06%
Home equity loans $ 7,942,666 8.55% $ 8,082,865 8.24% $ 8,387,260 10.64%
Equity lines of credit $ 2,963,299 3.19% $ 2,823,273 2.88% $ 2,753,989 3.49%
----------- ------ ----------- ------ ----------- ------
Total other loans $11,616,240 12.50% $11,434,336 11.66% $11,980,593 15.20%
Less:
Unamortized fees $ 1,065,824 1.15% $ 1,063,474 1.08% $ 882,757 1.12%
Allowance for loan losses $ 257,000 0.28% $ 247,000 0.25% $ 200,000 0.25%
----------- ----------- -----------
Total loans, net $92,919,385 100.00% $98,042,118 100.00% $78,835,306 100.00%
=========== =========== ===========
</TABLE>
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 13
================================================================================
SECURITIES
The combined investment and mortgage-backed security portfolio has declined $6
million or 49.27%, since December 31, 1995. The mix has shifted away from agency
securities.
FIGURE 10 - SECURITIES CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 14
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INVESTMENTS AND MORTGAGE-BACKED SECURITIES
The Bank's investment portfolio has declined from $12.9 million at December 31,
1995 to $7.5 million at June 30, 1997. The mix has shifted away from agency
securities and toward U.S. Treasuries, which now comprise 26.64% of the
portfolio, as opposed to 11.60% at December 31, 1995.
FIGURE 11 - INVESTMENT MIX
<TABLE>
<CAPTION>
June 30, December 31,
---------------------- ---------------------------------------------
1997 1996 1995
---------------------- --------------------- ---------------------
Carrying Percentage Carrying Percentage Carrying Percentage
Value of Total Value of Total Value of Total
-------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Federal Farm Credit Bank $ -- 0.00% $ -- 0.00% $ 3,499,715 27.10%
Federal Home Loan Bank 1,993,885 26.53% 2,484,465 30.38% 2,490,745 19,29%
Federal Home Loan Mortgage Corporation 500,065 6.65% 499,500 6.11% 1,500,000 11.61%
Federal National Mortgage Association 497,675 6.62% 495,805 6.06% 1,000,000 7.74%
Student Loan Market Association 998,190 13.28% 992,510 12.13% 1,500,000 11.61%
U.S. Treasuries 2,002,190 26.64% 2,003,520 24.50% 1,497,732 11.60%
---------- ------ ---------- ------ ----------- ------
Total Investment Securities 5,992,005 79.73% 6,475,800 79.18% 11,488,192 88.96%
========== ========== ===========
Mortgage-backed securities 190,414 2.53% 203,147 2.48% 698,669 5.41%
Federal Home Loan Bank stock, at cost 1,332,500 17.73% 1,500,000 18.34% 727,500 5.63%
---------- ------ ---------- ------ ----------- ------
Total $7,514,919 100.00% $8,178,947 100.00% $12,914,361 100.00%
========== ========== ===========
</TABLE>
Source: Offering Prospectus
FIGURE 12 - INVESTMENT PORTFOLIO MATURITY
<TABLE>
<CAPTION>
One Year or Less One to Five Years Total Investment Securities
--------------------------- -------------------------- ---------------------------
Annualized Annualized Annualized
Carrying Weighted Carrying Weighted Carrying Weighted
Value Ave. Yield Value Ave. Yield Value Ave. Yield
-------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Government agencies $5,992,005 5.36% $ -- N/A $5,992,005 5.36%
Mortgage-backed Securities -- N/A 190,414 7.01% 190,414 7.01%
FHLB stock 1,332,500 6.38% -- N/A 1,332,500 6.38%
---------- ---- -------- ---- ---------- ----
Total $7,324,505 5.54% $190,414 7.01% $7,514,919 5.58%
========== ==== ======== ==== ========== ====
</TABLE>
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 15
================================================================================
ASSET QUALITY
Non-performing loans, as defined in the offering prospectus, have increased from
$244 thousand at December 31, 1995 to $327 thousand at June 30, 1997. The Bank
currently does not have any REO. The Bank's nonperforming assets to period end
assets ratio was 0.29% at June 30, 1997.
FIGURE 13 - NON-PERFORMING ASSETS CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 16
================================================================================
FIGURE 14 - NON-PERFORMING LOANS
- --------------------------------------------------------------------------------
At June 30, 1997
($ in thousands)
- --------------------------------------------------------------------------------
Non-performing loans $327
- --------------------------------------------------------------------------------
Real estate owned, net $ 0
- --------------------------------------------------------------------------------
Total non-performing assets $327
- --------------------------------------------------------------------------------
Non-performing loans as a percentage of total loans 0.35%
- --------------------------------------------------------------------------------
Non-performing assets to total assets 0.29%
- --------------------------------------------------------------------------------
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 17
================================================================================
The Bank has grown its allowance for loan and lease losses from $200 thousand at
December 31, 1995 to $257 thousand at June 30, 1997. ALLL to non-performing
assets is 78.59% as of June 30, 1997.
FIGURE 15 - ALLOWANCE FOR POSSIBLE LOAN AND LEASE LOSSES CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 18
================================================================================
FUNDING COMPOSITION
The Bank's deposit mix as for June 30, 1997 and the prior two fiscal years is
presented below.
FIGURE 16 - DEPOSIT MIX
<TABLE>
<CAPTION>
At June 30, 1997 At December 31, 1996 At December 31, 1995
----------------------------- ----------------------------- -----------------------------
Weighted Weighted Weighted
Percent Average Percent Average Percent Average
Deposits by Rate Amount of Total Rate Amount of Total Rate Amount of Total Rate
- ---------------- ------ -------- -------- ------ -------- -------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Passbook Accounts $ 2,537 3.24% 4.14% $ 2,536 3.24% 4.14% $ 2,867 3.66% 4.14%
Money Market Accounts 8,904 11.36% 3.37% 8,246 10.52% 3.35% 8,725 11.14% 3.17%
IRA Accounts 11,750 15.00% 6.52% 12,073 15.41% 6.47% 12,507 15.96% 6.89%
Certificates of Deposit:
Less than 1 year 8,528 10.88% 5.52% 9,962 12.71% 5.46% 10,375 13.24% 5.57%
1 to 3 years 34,163 43.60% 5.92% 33,194 42.37% 5.83% 34,265 43.73% 6.21%
More than 3 years 11,344 14.48% 6.46% 11,517 14.70% 6.46% 12,193 15.56% 6.64%
Checking and Other 1,125 1.44% 2.05% 881 1.12% 2.05% 590 0.75% 2.05%
------- ------ ---- ------- ------ ---- ------- ------ ----
Total Deposits $78,351 100.00% 5.64% $78,409 100.00% 5.62% $81,522 100.00% 5.87%
======= ====== ==== ======= ====== ==== ======= ====== ====
</TABLE>
Source: Offering Prospectus
The June 30, 1997 cost of deposits, 5.64%, is below the cost of 5.87% in
December 31, 1995.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 19
================================================================================
Total deposits have declined $3.2 million or 3.89% since December 31, 1995.
Borrowings have grown from $8.0 million at December 31, 1995 to $25.2 million at
June 30, 1997.
FIGURE 17 - DEPOSIT AND BORROWING TREND CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 20
================================================================================
FIGURE 18 - TIME DEPOSITS MATURITY SCHEDULE
<TABLE>
<CAPTION>
Time Deposits Maturity Schedule June 30, 1998 June 30, 1999 June 30, 2000 June 30, 2001 Total
- ------------------------------- ------------- ------------- ------------- ------------- -----
<S> <C> <C> <C> <C> <C>
Certificate accounts maturing
2.00 to 4.00% $ -- $ 5,377 $ -- $ -- $ 5,377
4.01 to 6.00% 41,603,352 7,598,587 691,265 3,022,847 52,916,051
6.01 to 8.00% 2,596,052 1,690,307 7,967,315 610,357 12,864,031
8.01 to 10.00% -- -- -- -- --
10.01 to 12.00% -- -- -- -- --
----------- ---------- ---------- ---------- -----------
$44,199,404 $9,294,271 $8,658,580 $3,633,204 $65,785,459
=========== ========== ========== ========== ===========
</TABLE>
The Bank's certificates are weighted toward the short term with $44.2 million,
or 67.19%, maturing within one year.
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 21
================================================================================
ASSET/LIABILITY MANAGEMENT
The Bank manages its interest rate risk through normal balance sheet activities
and does not utilize any hedging techniques. The following chart was calculated
by the OTS utilizing the June 30, 1997 TFR as a data source.
FIGURE 19 - NPV ANALYSIS CHART
[GRAPHIC OMITTED]
Source: Calculated by the OTS, June 30, 1997 data.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 22
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NET WORTH AND CAPITAL
At June 30, 1997, the Bank had capital in excess of the minimum requirements for
all three measures.
FIGURE 20 - CAPITAL ANALYSIS
At Percent of
Regulatory Capital Position June 30,1997 Adj. Assets
--------------------------- -------------- -----------
$ in thousands
GAAP Capital $6,087 5.41%
====== ====
Tangible Capital:
Capital Level $6,058 5.38%
Required $1,688 1.50%
------ ----
Excess: $4,370 3.88%
====== ====
Core Capital:
Capital Level $6,058 5.38%
Required $3,375 3.00%
------ ----
Excess: $2,683 2.38%
====== ====
Risk- Based Capital:
Capital Level $6,315 10.28%
Required $4,916 8.00%
------ ----
Excess: $1,399 2.28%
====== ====
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 23
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INCOME AND EXPENSE TRENDS
The chart below shows the Bank's net income for the past two fiscal years plus
the six month period ending June 30, 1997. The December 31, 1996, net loss of
($95) thousand is skewed due to the one-time SAIF assessment of $492 thousand.
FIGURE 21 - NET INCOME CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
Note 1: The December 31, 1996 loss of $95 thousand is skewed due to the
one-time SAIF assessment of $492 thousand. When adjusted for this
one-time event (tax impacted at 40%) the Bank's December 31, 1996
income number would be $200 thousand.
Note 2: June 1997 data is for the six month period and is not annualized. The
annualized 1997 net income would be $244 thousand.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 24
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Spread and margin have declined since December 31, 1995, as shown in the
following chart.
FIGURE 22 - SPREAD AND MARGIN CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 25
================================================================================
A summary of the Bank's income statement is presented below. Net income for the
six month period ending June 30, 1997 is higher than net income for the same six
month period ending June 30, 1996. The figures for the year ended December 31,
1996, are skewed due to the $492 thousand SAIF assessment.
FIGURE 23 - INCOME STATEMENT TRENDS
<TABLE>
<CAPTION>
Six Months Year Ended
Ended June 30, December 31,
----------------------- -----------------------
1997 1996 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total interest Income $4,072,358 $3,762,647 $7,922,109 $7,292,747
Total interest Expense 2,976,891 2,641,110 5,750,139 5,055,141
---------- ---------- ---------- ----------
Net interest income 1,095,467 1,121,537 2,171,970 2,237,606
Provision for loan losses 10,000 26,000 47,000 5,000
---------- ---------- ---------- ----------
Net interest income after
provision for loan losses 1,085,467 1,095,537 2,124,970 2,232,606
Gain (loss) on sale of investments, net 16,632 48,766 68,629 438,970
Other income, net 68,281 108,504 236,147 81,229
General & administrative expenses 960,575 1,181,961 2,593,287 2,068,211
---------- ---------- ---------- ----------
Income (loss) before income taxes and
extraordinary items 209,805 70,846 (163,541) 684,594
Income taxes (benefit) 88,000 30,000 (69,000) 264,670
Extraordinary gain (loss) -- -- -- --
---------- ---------- ---------- ----------
Net income $ 121,805 $ 40,846 $ (94,541) $ 419,924
========== ========== ========== ==========
</TABLE>
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 26
================================================================================
The ROA and ROE data shown below is not adjusted for the one-time SAIF
assessment and the June 1997 data is for the six month period annualized.
FIGURE 24 - PROFITABILITY TREND CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
Note: The December 31, 1996 ROA and ROE are skewed due to the one-time SAIF
assessment of $492 thousand. If the December 31, 1996 income were
adjusted for this one-time event (tax impacted at 40%) the Bank's ROA
and ROE would be 0.18% and 3.18%, respectively.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 27
================================================================================
SUBSIDIARIES
The Bank has no subsidiaries.
LEGAL PROCEEDINGS
The Bank is not currently involved in any legal proceedings other than routine
legal proceedings that occur in the ordinary course of business, which, in
aggregate, involve amounts that are believed to be immaterial to the financial
condition of the Bank.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 28
================================================================================
2. Market Area Analysis
For presentation purposes, market area has been defined as a 1.5 mile radius
around the Bank's branch facility. Data for each demographic element (using a
1.5 mile radius) is aggregated for the market area around the branch and
displayed in comparison to a 3 and 5 mile radius. The Bank's market is defined
as follows (note that only portions of the communities/towns may be included in
the radius markets):
FIGURE 25 - TARGET MARKETS
- --------------------------------------------------------------------------------
Market Communities / Towns
- --------------------------------------------------------------------------------
City of Wilmington, New Castle County Wilmington
- --------------------------------------------------------------------------------
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 29
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BRANCH FACILITIES
The Bank operates one branch located at 400 Delaware Avenue in Wilmington, which
also serves as the main office.
FIGURE 26 - BRANCH FACILITY TABLE
Branch Office Owned/Leased
- --------------------------------------------------------------------------------
400 Delaware Avenue Owned
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 30
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MARKET AREA DEMOGRAPHICS
For presentation purposes, market areas have been defined as a 1.5 mile radius
around the Bank's branch facility. Data for each demographic element is
aggregated for the market area around the branch and displayed in comparison a 3
and 5 mile radius (note that only portions of the communities/towns may be
included in the radius markets):
FIGURE 27 - POPULATION & HOUSEHOLD DEMOGRAPHICS
<TABLE>
<CAPTION>
1.5 Mile Radius 3.0 Mile Radius 5.0 Mile Radius
--------------- --------------- ---------------
<S> <C> <C> <C>
Population by Race
White 37.27% 50.13% 65.18%
Black 56.59% 45.26% 31.12%
Hispanic 8.46% 6.31% 4.86%
Asian & P.I. 0.41% 0.65% 0.94%
Other 5.72% 3.96% 2.76%
Households by income
Under $5.000 6.09% 6.45% 6.82%
$5,000 to $14,999 6.20% 7.11% 7.87%
$15,000 to $24,999 8.07% 8.67% 9.91%
$25,000 to $34,999 18.15% 19.91% 21.77%
$35,000 to $49,999 16.30% 17.11% 17.28%
$50,000 to S74,999 11.43% 11.55% 11.38%
$75,000 to $99,999 12.80% 12.08% 10.94%
$100,000 or more 16.06% 13.48% 11.12%
1997 Est. Average Household Income $60,582 $64,467 $68,424
1997 Est. Median Household Income $39,424 $43,104 $46,853
1997 Est. Per Capita Income $24,895 $26,613 $27,716
Population by Sex
Male 46.60% 46.80% 47.56%
Female 53.40% 53.20% 52.44%
Population by age
Under 5 years 7.14% 6.84% 6.59%
5 to 14 14.26% 13.57% 13.28%
15 to 24 12.12% 11.28% 10.85%
25 to 34 17.29% 16.64% 15.29%
35 to 39 8.74% 8.56% 8.49%
40 to 49 13.53% 14.23% 14.56%
50 to 64 11.61% 12.48% 13.98%
65 to 74 7.68% 8.66% 9.59%
75+ 7.64% 7.74% 7.37%
median age 34.54 35.97 37.36
average age 36.80 37.90 38.70
Population
2002 Projection 66,460 109,953 186,952
1997 Estimate 65,662 110,667 189,873
Population 1990 63,931 110,071 190,702
Population 1980 62,302 111,451 197,383
Growth 1980 - 1990 2.61% -1.24% -3.38%
Occupied Units
Owner Occupied 51.38% 58.49% 67.20%
Renter Occupied 48.62% 41.51% 32.80%
1990 Average Persons Per HH 2.45 2.46 2.52
Per Capita Income $24.895 $26,613 $27,716
</TABLE>
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 31
================================================================================
FIGURE 27 - POPULATION & HOUSEHOLD DEMOGRAPHICS (Continued)
<TABLE>
<CAPTION>
1.5 Mile Radius 3.0 Mile Radius 5.0 Mile Radius
--------------- --------------- ---------------
<S> <C> <C> <C>
Population 16+ by Occupation
Executive & Managerial 11.96% 12.61% 13.20%
Professional Specialty 12.94% 12.95% 13.86%
Technical Support 3.61% 4.06% 4.29%
Sales 8.59% 9.25% 10.37%
Administrative Support 19.61% 20.43% 20.30%
Service: Private Household 0.94% 0.67% 0.49%
Service: Protective 2.63% 2.29% 1.97%
Service: Other 17.42% 14.69% 12.21%
Farming Forestry & Fishing 0.89% 0.92% 0.84%
Precision Production & Craft 8.06% 8.83% 9.85%
Machine Operator 5.22% 5.43% 5.12%
Trans. & Material Moving 3.42% 3.51% 3.55%
Laborers 4.71% 4.34% 3.96%
Average Commuting Time
Less than 10 minutes 16.51% 15.86% 16.37%
10 to 29 minutes 65.58% 66.19% 65.77%
30 to 59 minutes 15.40% 15.20% 15.08%
60 to 89 minutes 2.32% 2.43% 2.36%
90 + minutes 0.18% 0.32% 0.42%
Population by Education Level
Elementary 10.88% 9.38% 7.89%
Some High School 22.77% 19.84% 17.29%
High School Graduate 29.29% 30.60% 31.22%
Some College 14.15% 15.11% 16.02%
Associates Degree Only 4.85% 5.46% 5.75%
Bachelors Degree Only 11.75% 12.42% 13.55%
Graduate Degree 6.32% 7.19% 8.28%
Housing Units by Occupancy Status
Occupied 90.83% 92.27% 93.68%
Vacant 9.17% 7.73% 6.32%
Vacant Units
For Rent 36.76% 39.33% 40.58%
For Sale Only 20.08% 21.05% 21.52%
Seasonal 1.78% 2.54% 3.21%
Other 41.38% 37.08% 34.69%
Owner Occupied Property Values
Less than $100,000 75.66% 67.68% 55.72%
$100 - $200,000 18.71% 22.67% 32.49%
$200 - $300,000 3.17% 5.23% 6.98%
$300 - $400,000 1.09% 2.01% 2.59%
$400 - $500.000 0.76% 1.35% 1.24%
More than $500,000 0.61% 1.05% 0.97%
Distribution by Age of Unit - 1990
1 Yr or less 1.12% 0.93% 0.73%
2-5 Yrs 3.87% 3.42% 2.99%
6-10 Yrs 5.31% 4.14% 3.26%
11-20 Yrs 7.19% 6.98% 8.10%
21-30 Yrs 9.68% 11.59% 15.45%
31-40 Yrs 10.56% 18.58% 25.16%
41-50 Yrs 13.51% 17.71% 17.66%
More than 50 Yrs 48.77% 36.66% 26.65%
Households
2002 projection 27,272 45,774 76,976
1997 estimate 26,413 44,838 75,638
1990 25,401 43,817 74,099
1980 23,816 42,217 71,871
Growth 1980 - 1990 10.90% 6.21% 5.24%
Persons per household
One 36.74% 33.02% 28.01%
Two 26.33% 29.14% 31.66%
Three 14.69% 15.74% 16.86%
Greater than or Equal to Four 22.24% 22.10% 23.47%
</TABLE>
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 32
================================================================================
MARKET AREA DEPOSIT CHARACTERISTICS
As the following table and charts illustrate, total deposits in the City of
Wilmington market have increased by 49.63% in this market over the last three
years. The Bank had a market share of 0.67% at June 30, 1996 and has experienced
an increase of 12.61% in deposits over the last three years. However, this data
is obviously skewed by the inclusion of MBNA, a credit card bank, with one
branch and over $8.8 billion in deposits.
FIGURE 28 - DEPOSIT TRENDS AND MARKET SHARE TABLE
($ in 000's)
Competition - Wilmington Market Share
<TABLE>
<CAPTION>
Total Mkt Share $ Growth % Growth Avg Branch
Institution 1996 1996 1994-1996 1994-1996 1996 Count
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Artisans' Savings Bank 55.9 0.47% -8.0 -12.46% 55.9 1
Beneficial NB 236.4 2.00% 52.7 28.68% 78.8 3
Berkeley Federal B&T 0.0 0.00% -14.4 -100.00% 0.0 0
Delaware Savings 46.9 0.40% 29.2 164.80% 46.9 1
Delaware Transit EFCU 0.5 0.00% -0.4 -41.11% 0.5 1
Delaware Trust 219.1 1.85% -65.2 -22.92% 73.0 3
Dexsta FCU 69.4 0.59% 8.6 14.06% 69.4 1
Fed. Employ. of New Castle FCU 2.2 0.02% 0.1 6.71% 2.2 1
First Union Bank of Delaware 23.0 0.19% -9.1 -28.38% 23.0 1
Hercules FCU 10.1 0.09% -2.1 -16.89% 10.1 1
MBNA America Bank 8,835.3 74.75% 3,740.1 73.40% 8,835.3 1
Mellon Bank 174.9 1.48% 69.1 65.26% 58.3 3
Ninth Ward Savings Bank 79.4 0.67% 8.9 12.61% 79.4 1
PNC Bank 570.5 4.83% -14.5 -2.48% 95.1 6
PSA FCU 1.3 0.01% 0.1 8.33% 1.3 1
Second National 0.0 0.00% -22.2 -100.00% 0.0 0
Sovereign Bank 15.0 0.13% 15.0 100.00% 15.0 1
Wildupco FCU 6.4 0.05% -1.1 -14.80% 6.4 1
Wilmington Postal FCU 6.7 0.06% -0.7 -9.86% 6.7 1
Wilmington Savings Fund Society 263.3 2.23% 74.2 39.23% 87.8 3
Wilmington Teachers FCU 2.3 0.02% 0.0 -0.87% 2.3 1
Wilmington Trust Co 1,171.7 9.91% 62.3 5.62% 195.3 6
First Home Savings Bank 17.9 0.15% -1.3 -6.77% 17.9 1
NVF Company EFCU 0.3 0.00% 0.0 -10.00% 0.3 1
WS EDL FCU 4.8 0.04% -0.7 -13.09% 4.8 1
Wilmington Police & Fire FCU 6.1 0.05% -0.2 -3.33% 6.1 1
=================================================================================================
Total 11,819.2 100.00% 3,920.3 49.63% 281.4 42
</TABLE>
Source: Equifax, data
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 33
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3. Comparisons With Publicly Traded Thrifts
INTRODUCTION
This chapter presents an analysis of the Bank's operations against a Comparable
Group of publicly traded savings institutions. The Comparable Group ("Comparable
Group") was selected from a universe of 409 public thrifts as of September 8,
1997. The Comparable Group was selected based upon similarity of characteristics
to the Bank. The Comparable Group multiples provide the basis for the fair
market valuation of the Bank. Factors that influence the Bank's value such as
balance sheet structure and size, profitability, income and expense trends,
capital levels, credit risk, interest rate risk and recent operating results can
be measured against the Comparable Group. The Comparable Group current market
pricing, coupled with the appropriate adjustments for differences between the
Bank and the Comparable Group, will then be utilized as the basis for the
pro-forma valuation of the Bank to-be-issued common stock.
SELECTION SCREENS
The selection screens utilized to identify possible Comparables from the list of
409 public thrifts at September 8, 1997 included:
1. The institution had to be traded on either the NYSE, AMEX or NASDAQ to
ensure liquidity. This eliminated tightly held and "pink sheet"
organizations who lack liquidity.
2. The IPO date had to be on or before June 30, 1996, eliminating any new
conversions.
3. The total asset size had to be greater than or equal to $50 million and
less than or equal to $150 million.
4. The Conversion had to be a full standard conversion.
5. The institution had to be located in the New England, Mid-Atlantic,
Southeast or Mid-West region.
6. The price to tangible book had to be less than 160%, to eliminate thrifts
whose price is artificially inflated due to merger speculation.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 34
================================================================================
7. The return on average equity had to be less than or equal to 6.00%, to
eliminate thrifts with substantially better operating data.
Utilizing these screens, the 409 possibilities were narrowed down to 26
candidates. After scanning these candidates the following 15 institutions were
eliminated from the Comparable Group for the reasons shown:
Ticker Short Name City State
--------------------------------------------------------------------
Merger and Aquisition
---------------------
MFCX Marshalltown Financial Corp. Marshalltown IA
Loan to asset ratio less than 60%
---------------------------------
FCB Falmouth Co-Operative Bank Falmouth MA
GWBC Gateway Bancorp Inc. Catlettsburg KY
NSLB NS&L Bancorp Inc. Neosho MO
SRN Southern Banc Company Inc. Gadsden AL
TPNZ Tappan Zee Financial Inc. Tarrytown NY
More than 3 branches
--------------------
CCFH CCF Holding Company Jonesboro GA
CNSB CNS Bancorp Inc. Jefferson City MO
THR Three Rivers Financial Corp. Three Rivers MI
WHGB WHG Bancshares Corp. Lutherville MD
Posted a loss for the most recent quarter
-----------------------------------------
FFBI First Financial Bancorp Inc. Belvidere IL
Cost of funds less than 3.45%
-----------------------------
GTPS Greater American Bancorp Champaign IL
INCB Indiana Community Bank SB Lebanon IN
SSB Scotland Bancorp Inc Laurinburg NC
SSM Stone Street Bancorp Inc. Mocksville NC
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 35
================================================================================
This resulted in a Comparable Group of 11 institutions.
Ticker Short Name City State
--------------------------------------------------------------------
ALBC Albion Banc Corp. Albion NY
ATSB AmTrust Capital Corp. Peru IN
CLAS Classic Bancshares Inc. Ashland KY
FFDF FFD Financial Corp. Dover OH
HFFB Harrodsburg First Fin Bancorp Harrodsburg KY
HZFS Horizon Financial Svcs Corp. Oskaloosa IA
LXMO Lexington B&L Financial Corp. Lexington MO
NBSI North Bancshares Inc. Chicago IL
PRBC Prestige Bancorp Inc. Pleasant Hills PA
SOBI Sobieski Bancorp Inc. South Bend IN
SZB SouthFirst Bancshares Inc. Sylacauga AL
SELECTION CRITERIA
To be eligible for selection to the Comparable Group, thrifts had to be publicly
traded on either the New York Stock Exchange, the American Stock Exchange or
traded on the national over-the-counter ("OTC") markets listed on the National
Association of Securities Dealers Automated Quotation ("NASDAQ") System. Each
company selected is a member of one of the exchanges listed above.
Also excluded from the Comparable Group were institutions that were pending
mergers or acquisitions along with companies whose prices appear to be distorted
by speculative factors or unusual operating conditions. Finally, institutions
that completed their conversions within the last year were also excluded as the
earnings of newly converted institutions do not reflect a full years benefit
from the reinvestment of proceeds, and thus the price/earnings multiples and
return on equity measures for these institutions tend to be skewed upward and
downward respectively.
In an ideal world, all of the Comparable Group would contain the exact
characteristics of the Bank. The goal of the selection criteria process is to
find those institutions that most closely match those of the Bank. None of the
Comparables selected will be exact clones of the Bank.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 36
================================================================================
The members of the Comparable Group were selected based upon the following
criteria:
1. Liquidity of the issue
2. Asset size
3. Profitability
4. Capital level
5. Asset mix
6. Operating strategy
7. Date of conversion
1. Liquidity of the Issue The existence of an active and regular trading
market for a stock is critical to the reliability of share price data. Weak or
thinly traded stocks are questionable due to an irregular frequency of trades or
highly varied trading prices. Thinly traded stocks also tend to exhibit a very
wide bid/ask range. As such, companies exhibiting thin liquidity were excluded
from the selection. Also, institutions involved in an acquisition and/or
companies with market prices that appear to be influenced by announced or
rumored acquisitions have been excluded as the stock prices could be either
artificially high or low. For selection of the Comparable Group, only those
institutions listed on NYSE, AMEX, NASDAQ were selected. Ten of the members of
the Comparable Group are listed on NASDAQ and one is listed on AMEX.
2. Asset size The Comparable Group should have a similar asset size to the
Bank. Large institutions are not appropriate for the peer group due to a more
extensive branch network, greater financial strength, more access to diverse
markets and more capacity in terms of infrastructure. The Comparable Group
ranged from $59.2 million to $135.7 million in total assets. The Bank's asset
size was $112.5 million as of June 30, 1997.
3. Profitability The Comparable Group should have similar financial
conditions and recent earnings that are comparable to the Bank. They should show
a comparable return on equity and return on assets measures. As such, the
Comparable Group have ROAs averaging 0.73% and ROEs averaging 4.44% for the most
recent quarter available. The Comparable Group profitability measures had a
dispersion about the mean for the ROA measure ranging from a low of 0.30% to a
high of 1.52% while the ROE measure ranged from a low of 3.36% to a high of
5.98%. The Bank had an annualized ROA of 0.22% and ROE of 4.05% for the six
month period ending June 30, 1997.
<PAGE>
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4. Capital level The Comparable Group should have a capital level similar to
the Bank's. Capital is important in that it is a determinant of asset size and
regulatory rating. Institutions with capital in a similar range as the Bank were
selected. The average equity to assets ratio for the Comparable Group was 16.18%
with a high of 28.32% and a low of 8.73%. At June 30, 1997, the Bank had an
equity to assets ratio of 5.41%.
5. Asset Mix The asset mix is very important in the selection criteria for
Comparables. At June 30, 1997, the Bank had a total net loan to asset ratio of
82.56%. The average loan to asset ratio for the Comparables was 69.51%, ranging
from a low of 61.03% to a high of 76.69%.
6. Operating strategy An institution's operating characteristics are
important because they determine future performance. They also affect expected
rates of return and investor's general perception of the quality, risk and
attractiveness of a given company. Specific operating characteristics include
profitability, balance sheet growth, asset quality, capitalization, and
non-financial factors such as management strategies and lines of business.
7. Date of conversion Recent conversions, those completed after June 30,
1996, were excluded since the earnings of a newly converted institution do not
reflect a full year's benefits of reinvestment of conversion proceeds.
Additionally, new issues tend to trade at a discount to the market averages.
COMPARABLE GROUP PROFILES
o Albion Banc Corp. ALBC is a SAIF insured institution that operates 2
offices and is headquartered in Albion, New York. ALBC had the highest
deposit to asset ratio of 76.24% and the highest deposit growth rate,
16.03%, of the Comparable Group. Albion had the lowest ROA, 0.30%, and
ROE, 3.30%, despite having the lowest capital level, 8.73%. ALBC was
one of the nine Comparables that had no intangibles. ALBC was included
in the Comparable Group based on its loan to asset ratio, capital
ratios, modest profitability, asset size, high efficiency ratio and
income statement ratios.
o Amtrust Capital Crop. ATSB is a SAIF insured, Indiana institution that
operates 2 branches. ATSB had the highest nonperforming loan to loan
ratio, 3.66%, reserves to loans ratio, 0.93% (tied for the highest),
efficiency ratio, 85.66%, loan growth rate, 10.48%, and the second
highest interest expense, 4.30%. Amtrust is one of two Comparables
with intangibles, 1.07%. ATSB was included in the Comparable Group
based on its loan to asset ratio, high interest expense, high
efficiency ratio, asset size, high level of borrowings, and modest
profitability ratios.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 38
================================================================================
o Classic Bancshares Inc. CLAS is a SAIF insured institution that
operates 3 branches and has its headquarters in Ashland, Kentucky.
CLAS is the second largest thrift in the Comparable Group with $130.5
million in assets. Classic had the second highest level of deposits,
75.93%, the highest loan loss reserve to nonperforming loans, 165.78%,
along with the second highest interest margin, 3.86%. It was selected
as a Comparable based on its loan to asset ratio, small branch
network, modest profitability, and modest noninterest income.
o FFD Financial Corp. FFDF, a Dover, Ohio institution with 1 branch, is
a SAIF insured institution. FFD had the second lowest loan to asset,
62.33%, and deposit to asset ratio, 64.10%. FFD had no nonperforming
assets, the lowest reserve loan ratio, 0.27%, and the lowest yield on
assets, 6.88%. FFD Financial Corp. had no intangibles. FFDF was
included in the Comparable Group based on its loan to asset ratio,
modest profitability, one branch network, nominal noninterest income,
and level of borrowings.
o Harrodsburg First Fin Bancorp HFFB is a SAIF insured institution with
2 branches located in Harrodsburg, Kentucky. Harrodsburg has the
second highest equity to assets ratio, 26.92%, no nonperforming loans,
and the second highest ROA, 1.39%. HFFB had the lowest interest
expense, 3.54%, and noninterest expense, 1.53%, which translated into
the lowest efficiency ratio, 41.46%. HFFB was included with the
Comparable Group based on its asset size, loan to asset ratio, limited
branch network, and minimal noninterest income.
o Horizon Financial Services Corp. HZFS is a SAIF insured institution
that operates 3 offices in Oskaloosa, Iowa. Horizon had the lowest
loan to assets, 61.03%, the second lowest equity to asset ratio,
9.79%, and the highest interest expense, 4.52%, in the Comparable
Group. HZFS was included in the Comparable Group based on its loans to
assets, equity to assets, high level of borrowings, asset size,
limited branch network, and modest profitability ratios.
o Lexington B&L Financial Corp. LXMO is a SAIF insured thrift that
operates 1 branch in Lexington, Missouri, and is the smallest thrift
in the Comparable Group with $59.2 million in assets. Lexington had
the highest loan to asset ratio, 76.69%, and the highest level of
capital, 28.32%, in the Comparable Group. LXMO also had the highest
ROA, 1.52%, and the second highest ROE, 5.43%. LXMO was selected based
on its high loan to asset ratio, one branch network, reserve levels,
and moderate profitability.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 39
================================================================================
o North Bancshares Inc. NBSI is a SAIF insured thrift that operates 2
offices in Chicago, Illinois. NBSI had no intangibles. NBSI had the
highest level of borrowings, and had no nonperforming assets and the
lowest level of reserves to loans, 0.27%, of the Comparable Group.
North was selected based on its asset size, loan to asset ratio,
limited branch network, high level of borrowings and modest
profitability.
o Prestige Bancorp Inc. PRBC, Pleasant Hills, Pennsylvania, is a SAIF
insured institution that operates 3 branches and is the largest Bank
in the Comparable Group, $135.7 million in assets. Prestige had the
highest ROE, 5.98%, the highest loan growth rate, 40.04%, the second
highest level of borrowings, 22.31%, and the second lowest yield on
assets, 7.01%, of the Comparable Group. PRBC was selected based on its
asset size, loan to asset ratio, limited branch network, moderate
profitability, and high level of borrowings.
o Sobieski Bancorp Inc. SOBI is a SAIF insured institution that operates
3 branches and is based in South Bend, Illinois. SOBI had the second
highest loan to assets, 75.02%, reserves to nonperforming loans,
158.73%, and the second lowest ROE, 3.72%, and the second lowest
noninterest income to assets, 0.05%, in the Comparable Group. Sobieski
had no intangibles. SOBI was included in the Comparable Group based on
its loan to asset ratio, modest profitability, limited branch network
and modest noninterest income.
o SouthFirst Bancshares Inc. SZB is located in Sylacauga, Alabama and
operates 2 branches. SouthFirst is the only Comparable to trade on
AMEX. SZB has the highest level of noninterest income, 1.51%, but the
highest level of noninterest expense, 4.13%, which translated into the
third highest efficiency ratio, 81.08%, in the Comparable Group.
SouthFirst was included due to its limited branch network, modest
profitability, high loan to asset ratio, high efficiency ratio and
high level of borrowings.
All data presented in figures 34 through 44 is from SNL Securities utilizing the
most recent quarter for balance sheet and income statement related items. All
data for the Bank is from the prospectus or the audited financials. The market
pricing data for the Comparables is as of September 8, 1997. Nonperforming loans
and nonperforming assets, as defined by SNL Securities, do not include loans
delinquent over 90 days and still accruing. This differs from the nonperforming
numbers reported in Chapter 2 of this document, which are based on the offering
prospectus.
<PAGE>
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FIGURE 29 - KEY FINANCIAL INDICATORS
The Bank and the Comparable Group
- --------------------------------------------------------------------------------
Comparable Group
Quarter Average
The Bank at (Most Recent
June 30, 1997 Quarter)
- --------------------------------------------------------------------------------
Balance Sheet Data
- --------------------------------------------------------------------------------
Gross Loans to Deposits 118.92% 100.83%
- --------------------------------------------------------------------------------
Total Net Loans to Assets 82.56% 69.51%
- --------------------------------------------------------------------------------
Deposits to Assets 69.62% 69.14%
- --------------------------------------------------------------------------------
Borrowed Funds to Assets 22.39% 13.41%
- --------------------------------------------------------------------------------
Balance Sheet Growth
- --------------------------------------------------------------------------------
Asset Growth Rate (0.25%) 8.85%
- --------------------------------------------------------------------------------
Loan Growth Rate (10.45%) 14.24%
- --------------------------------------------------------------------------------
Deposit Growth Rate (0.15%) 2.57%
- --------------------------------------------------------------------------------
Capital
- --------------------------------------------------------------------------------
Equity to Assets 5.41% 16.18%
- --------------------------------------------------------------------------------
Tangible Equity to Assets 5.38% 15.98%
- --------------------------------------------------------------------------------
Intangible Assets to Equity 0.00% 1.50%
- --------------------------------------------------------------------------------
Regulatory Core Capital to Assets 5.38% 14.00%
- --------------------------------------------------------------------------------
Equity + Reserves to Assets 5.64% 16.52%
- --------------------------------------------------------------------------------
Total Capital to Risk Adjusted Assets 10.28% 28.29%
- --------------------------------------------------------------------------------
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 41
================================================================================
FIGURE 29 - KEY FINANCIAL INDICATORS (Continued)
- --------------------------------------------------------------------------------
The Bank Comparable Group
- --------------------------------------------------------------------------------
Asset Quality
- --------------------------------------------------------------------------------
Non-Performing Loans to Loans 0.35% 0.72%
- --------------------------------------------------------------------------------
Reserves to Non-Performing Loans 78.59% 88.34%
- --------------------------------------------------------------------------------
Non-Performing Assets to Assets 0.29% 0.60%
- --------------------------------------------------------------------------------
Non-Performing Assets to Equity 5.37% 5.42%
- --------------------------------------------------------------------------------
Reserves to Loans 0.27% 0.49%
- --------------------------------------------------------------------------------
Reserves to Non-Performing Assets + 90 Days Del. 78.59% 65.58%
- --------------------------------------------------------------------------------
Profitability
- --------------------------------------------------------------------------------
Return on Average Assets 0.22% 0.73%
- --------------------------------------------------------------------------------
Return on Average Equity 4.05% 4.44%
- --------------------------------------------------------------------------------
Income Statement
- --------------------------------------------------------------------------------
Net Interest Margin 2.01% 3.48%
- --------------------------------------------------------------------------------
Interest Income to Average Assets 7.21% 7.30%
- --------------------------------------------------------------------------------
Interest Expense to Average Assets 5.27% 3.94%
- --------------------------------------------------------------------------------
Net Interest Income to Average Assets 1.94% 3.36%
- --------------------------------------------------------------------------------
Noninterest Income to Average Assets 0.15% 0.37%
- --------------------------------------------------------------------------------
Noninterest Expense to Average Assets 1.70% 2.50%
- --------------------------------------------------------------------------------
Efficiency Ratio 81.44% 66.57%
- --------------------------------------------------------------------------------
Overhead Ratio 80.00% 63.85%
- --------------------------------------------------------------------------------
Source: The Bank Offering Prospectus, FinPro calculations and SNL Securities
Note: All of the Bank data is for the six month period ending June 30, 1997
and annualized where appropriate.
Note: All of the Comparable data is as of the most recent quarter.
<PAGE>
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CORPORATE DATA
FIGURE 30 - COMPARABLE CORPORATE DATA
<TABLE>
<CAPTION>
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- ------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. NASDAQ Albion NY 2 07/26/93 SAIF Regular
ATSB AmTrust Capital Corp. NASDAQ Peru IN 2 03/28/95 SAIF Regular
CLAS Classic Bancshares Inc. NASDAQ Ashland KY 3 12/29/95 SAIF Regular
FFDF FFD Financial Corp. NASDAQ Dover OH 1 04/03/96 SAIF Regular
HFFB Harrodsburg First Fin Bancorp NASDAQ Harrodsburg KY 2 10/04/95 SAIF Regular
HZFS Horizon Financial Svcs Corp. NASDAQ Oskaloosa IA 3 06/30/94 SAIF Regular
LXMO Lexington B&L Financial Corp. NASDAQ Lexington MO 1 06/06/96 SAIF Regular
NBSI North Bancshares Inc. NASDAQ Chicago IL 2 12/21/93 SAIF Regular
PRBC Prestige Bancorp Inc. NASDAQ Pleasant Hills PA 3 06/27/96 SAIF Regular
SOBI Sobieski Bancorp Inc. NASDAQ South Bend IN 3 03/31/95 SAIF Regular
SZB SouthFirst Bancshares Inc. AMSE Sylacauga AL 2 02/14/95 SAIF Regular
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 43
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KEY FINANCIAL DATA
Selected balance sheet ratios for the Comparable Group are shown in the
following table:
FIGURE 31 - COMPARABLE KEY FINANCIAL DATA
<TABLE>
<CAPTION>
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- ------------------------------------- -------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 68,628 93.78 71.50 76.24 13.50
ATSB AmTrust Capital Corp. 71,031 99.62 71.64 71.92 17.12
CLAS Classic Bancshares Inc. 130,525 87.73 66.61 75.93 8.41
FFDF FFD Financial Corp. 85,286 97.24 62.33 64.10 10.06
HFFB Harrodsburg First Fin Bancorp 108,950 102.71 73.91 71.96 0.00
HZFS Horizon Financial Svcs Corp. 85,969 91.02 61.03 67.05 22.22
LXMO Lexington B&L Financial Corp. 59,236 107.94 76.69 71.05 0.00
NBSI North Bancshares Inc. 119,586 108.41 64.94 59.90 23.25
PRBC Prestige Bancorp Inc. 135,721 102.58 67.19 65.50 22.31
SOBI Sobieski Bancorp Inc. 81,754 103.28 75.02 72.64 11.62
SZB SouthFirst Bancshares Inc. 97,283 114.80 73.80 64.29 19.01
-------------------------------------------------
Average 94,906 100.83 69.51 69.14 13.41
Maximum 135,721 114.80 76.69 76.24 23.25
Minimum 59,236 87.73 61.03 59.90 0.00
</TABLE>
Source: SNL Securities
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CAPITAL DATA
FIGURE 32 - COMPARABLE CAPITAL DATA
<TABLE>
<CAPTION>
Tangible Intangible Regulatory Equity + Total Capital/
Equity Equity Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%) (%)
- ------------------------------------- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 8.73 8.73 0.00 NA 9.12 NA
ATSB AmTrust Capital Corp. 10.17 10.07 1.07 10.20 10.83 16.58
CLAS Classic Bancshares Inc. 14.87 12.87 15.44 11.70 15.49 24.00
FFDF FFD Financial Corp. 24.74 24.74 0.00 15.80 24.91 34.10
HFFB Harrodsburg First Fin Bancorp 26.92 26.92 0.00 21.10 27.21 43.05
HZFS Horizon Financial Svcs Corp. 9.79 9.79 0.00 7.40 10.10 14.43
LXMO Lexington B&L Financial Corp. 28.32 28.32 0.00 23.30 28.69 44.10
NBSI North Bancshares Inc. 14.14 14.14 0.00 12.15 14.31 32.31
PRBC Prestige Bancorp Inc. 11.13 11.13 0.00 11.29 11.39 24.58
SOBI Sobieski Bancorp Inc. 15.12 15.12 0.00 NA 15.36 NA
SZB SouthFirst Bancshares Inc. 14.00 14.00 0.00 13.05 14.29 21.47
----------------------------------------------------------------------
Average 16.18 15.98 1.50 14.00 16.52 28.29
Maximum 28.32 28.32 15.44 23.30 29.69 44.10
Minimum 8.73 8.73 0.00 0.00 9.12 0.00
</TABLE>
Source: SNL Securities
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ASSET QUALITY DATA
FIGURE 33 - COMPARABLE ASSET QUALITY DATA
<TABLE>
<CAPTION>
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/
Loans NPLs Assets Equity Loans NPAs + 90
Ticker Short Name (%) (%) (%) (%) (%) (%)
- ------------------------------------- ------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 1.01 53.94 0.72 8.26 0.54 53.94
ATSB AmTrust Capital Corp. 3.66 25.47 2.84 27.96 0.93 23.48
CLAS Classic Bancshares Inc. 0.56 165.98 0.66 4.41 0.93 65.45
FFDF FFD Financial Corp. 0.01 NA 0.00 0.01 0.27 NA
HFFB Harrodsburg First Fin Bancorp 0.00 NA 0.00 0.00 0.38 59.81
HZFS Horizon Financial Svcs Corp. 0.89 57.78 0.96 9.81 0.52 25.93
LXMO Lexington B&L Financial Corp. 0.62 78.37 0.48 1.68 0.49 78.37
NBSI North Bancshares Inc. 0.00 NA 0.00 0.00 0.27 NA
PRBC Prestige Bancorp Inc. 0.44 87.47 0.30 2.71 0.38 85.33
SOBI Sobieski Bancorp Inc. 0.21 158.73 0.15 1.02 0.33 158.73
SZB SouthFirst Bancshares Inc. 0.50 78.95 0.53 3.81 0.40 39.15
------------------------------------------------------
Average 0.72 88.34 0.60 5.42 0.49 65.58
Maximum 3.66 165.98 2.84 27.96 0.93 158.73
Minimum 0.00 0.00 0.00 0.00 0.27 0.00
</TABLE>
Source: SNL Securities
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PROFITABILITY DATA
FIGURE 34 - COMPARABLE PROFITABILITY DATA
<TABLE>
<CAPTION>
Return on Return on
Avg Assets Avg Equity
Ticker Short Name (%) (%)
- ------------------------------------- -----------------------
<S> <C> <C> <C>
ALBC Albion Banc Corp. 0.30 3.36
ATSB AmTrust Capital Corp. 0.42 4.16
CLAS Classic Bancshares Inc. 0.72 4.89
FFDF FFD Financial Corp. 0.90 3.61
HFFB Harrodsburg First Fin Bancorp 1.39 5.23
HZFS Horizon Financial Svcs Corp. 0.48 4.71
LXMO Lexington B&L Financial Corp. 1.52 5.43
NBSI North Bancshares Inc. 0.58 4.07
PRBC Prestige Bancorp Inc. 0.68 5.98
SOBI Sobieski Bancorp Inc. 0.57 3.72
SZB SouthFirst Bancshares Inc. 0.52 3.73
-----------------------
Average 0.73 4.44
Maximum 1.52 5.98
Minimum 0.30 3.36
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 47
================================================================================
INCOME STATEMENT DATA
FIGURE 35 - COMPARABLE INCOME STATEMENT DATA
<TABLE>
<CAPTION>
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- ------------------------------------- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 3.53 7.53 4.14 3.39 0.46 3.20 83.05 80.77
ATSB AmTrust Capital Corp. 2.85 7.03 4.30 2.73 0.47 2.74 85.66 83.20
CLAS Classic Bancshares Inc. 3.86 7.23 3.60 3.63 0.33 2.81 68.49 65.63
FFDF FFD Financial Corp. 3.34 6.88 3.58 3.30 0.07 1.83 54.43 53.47
HFFB Harrodsburg First Fin Bancorp 3.65 7.13 3.54 3.59 0.10 1.53 41.46 39.84
HZFS Horizon Financial Svcs Corp. 3.19 7.64 4.52 3.12 0.42 2.31 65.47 60.78
LXMO Lexington B&L Financial Corp. 3.99 7.77 3.85 3.91 0.13 1.69 41.86 39.86
NBSI North Bancshares Inc. 3.30 7.33 4.09 3.24 0.21 2.66 77.13 75.67
PRBC Prestige Bancorp Inc. 3.25 7.01 3.85 3.16 0.29 2.27 65.78 62.62
SOBI Sobieski Bancorp Inc. 3.42 7.23 3.91 3.32 0.05 2.29 67.85 67.37
SZB SouthFirst Bancshares Inc. 3.85 7.52 3.94 3.58 1.51 4.13 81.08 73.11
---------------------------------------------------------------------------------------------
Average 3.48 7.30 3.94 3.36 0.37 2.50 66.57 63.85
Maximum 3.99 7.77 4.52 3.91 1.51 4.13 85.66 83.20
Minimum 2.85 6.88 3.54 2.73 0.05 1.53 41.46 39.84
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 48
================================================================================
GROWTH DATA
FIGURE 36 - COMPARABLE GROWTH DATA
<TABLE>
<CAPTION>
Asset Loan Deposit
Growth Growth Growth
Rate Rate Rate
Ticker Short Name (%) (%) (%)
- ------------------------------------- -------------------------
<S> <C> <C> <C> <C>
ALBC Albion Banc Corp. 13.95 6.41 16.03
ATSB AmTrust Capital Corp. (6.58) (2.97) 10.48
CLAS Classic Bancshares Inc. (3.13) 21.40 (5.61)
FFDF FFD Financial Corp. (4.05) 13.06 1.61
HFFB Harrodsburg First Fin Bancorp 2.82 2.03 0.46
HZFS Horizon Financial Svcs Corp. 38.80 1.90 8.56
LXMO Lexington B&L Financial Corp. (3.43) 5.15 (2.59)
NBSI North Bancshares Inc. (1.42) 18.04 (2.72)
PRBC Prestige Bancorp Inc. 28.03 40.04 7.42
SOBI Sobieski Bancorp Inc. 13.53 23.75 2.65
SZB SouthFirst Bancshares Inc. 18.83 27.83 (7.99)
-------------------------
Average 8.85 14.24 2.57
Maximum 38.80 40.04 16.03
Minimum (6.58) (2.97) (7.99)
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 49
================================================================================
MARKET CAPITALIZATION DATA
FIGURE 37 - COMPARABLE MARKET CAPITALIZATION DATA
<TABLE>
<CAPTION>
MRQ MRQ MRQ MRQ MRQ Pubicly MRQ Tangible
Market Price Price Price Reported Publicly Rep
Value Per Share High Low Book Value Book Value
Ticker Short Name ($) ($) (%) ($) ($) ($)
- ------------------------------------- -------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 5.81 23.000 23.000 18.125 23.96 23.96
ATSB AmTrust Capital Corp. 6.71 12.125 12.250 10.000 13.72 13.57
CLAS Classic Bancshares Inc. 18.43 14.000 14.750 12.250 14.87 12.57
FFDF FFD Financial Corp. 21.46 14.000 14.000 13.000 14.51 14.51
HFFB Harrodsburg First Fin Bancorp 30.88 14.875 16.000 14.875 15.68 15.68
HZFS Horizon Financial Svcs Corp. 8.03 19.250 19.500 17.000 19.77 19.77
LXMO Lexington B&L Financial Corp. 18.22 16.625 16.625 14.125 14.73 14.73
NBSI North Bancshares Inc. 22.11 19.750 20.125 19.125 16.96 16.96
PRBC Prestige Bancorp Inc. 15.55 15.625 16.125 15.500 16.51 16.51
SOBI Sobieski Bancorp Inc. 12.59 14.750 15.250 14.500 17.24 17.24
SZB SouthFirst Bancshares Inc. 13.56 16.000 16.000 13.875 16.06 16.06
-------------------------------------------------------------
Average 15.76 16.36 16.69 14.76 16.73 16.51
Maximum 30.88 23.00 23.00 19.13 23.96 23.96
Minimum 5.81 12.13 12.25 10.00 13.72 12.57
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 50
================================================================================
DIVIDEND DATA
FIGURE 38 - COMPARABLE DIVIDEND DATA
<TABLE>
<CAPTION>
Current LTM Dividend
Dividend Payout
Yield Ratio
Ticker Short Name ($) (%)
- ------------------------------------- -----------------------
<S> <C> <C> <C>
ALBC Albion Banc Corp. 1.376 114.81
ATSB AmTrust Capital Corp. 1.569 11.36
CLAS Classic Bancshares Inc. 1.982 36.36
FFDF FFD Financial Corp. 2.034 NA
HFFB Harrodsburg First Fin Bancorp 2.623 93.22
HZFS Horizon Financial Svcs Corp. 1.695 47.06
LXMO Lexington B&L Financial Corp. 1.875 26.32
NBSI North Bancshares Inc. 2.133 77.19
PRBC Prestige Bancorp Inc. 0.706 11.76
SOBI Sobieski Bancorp Inc. 1.969 43.75
SZB SouthFirst Bancshares Inc. 3.125 NA
-----------------------
Average 1.92 51.31
Maximum 3.13 114.81
Minimum 0.71 0.00
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 51
================================================================================
PRICING DATA
FIGURE 39 - COMPARABLE PRICING DATA
<TABLE>
<CAPTION>
Price/ Price/ Price/Tang
LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name (x) (%) (x) (x) (%) (%)
- ------------------------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 23.97 8.47 29.06 86.11 97.04 97.04
ATSB AmTrust Capital Corp. 47.22 9.45 21.25 28.98 92.93 93.96
CLAS Classic Bancshares Inc. 19.35 14.12 17.66 25.68 94.99 112.37
FFDF FFD Financial Corp. NA 25.16 26.34 NA 101.65 101.65
HFFB Harrodsburg First Fin Bancorp 20.33 28.34 19.06 25.85 97.26 97.26
HZFS Horizon Financial Svcs Corp. 17.48 9.34 20.52 27.76 95.47 95.47
LXMO Lexington B&L Financial Corp. 21.05 30.75 18.18 28.07 108.62 108.62
NBSI North Bancshares Inc. 29.22 18.75 31.25 39.47 132.67 132.67
PRBC Prestige Bancorp Inc. 19.54 11.46 15.74 33.33 102.97 102.97
SOBI Sobieski Bancorp Inc. 26.64 15.40 29.02 50.78 94.26 94.26
SZB SouthFirst Bancshares Inc. 84.21 13.94 26.67 NA 99.63 99.63
---------------------------------------------------------------
Average 30.90 16.93 23.16 38.45 101.59 103.26
Maximum 84.21 30.75 31.25 86.11 132.67 132.67
Minimum 0.00 8.47 15.74 0.00 92.93 93.96
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 52
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4. Market Value Determination
INTRODUCTION
The estimated pro-forma market value of the Bank, along with certain adjustments
to its value relative to market values for the Comparable Group are delineated
in this section. The adjustments delineated in this section are made from
potential investors' viewpoints. A potential investor includes depositors
holding subscription rights and unrelated parties who may purchase stock in the
community offering and who are assumed to be aware of all relevant and necessary
facts as they pertain to the value of the Bank relative to other publicly traded
thrift institutions and relative to alternative investment opportunities.
There are numerous criteria on which the market value adjustments are based, but
the major ones utilized for purposes of this report include:
o Financial Strength
o Earnings Quality, Predictability and Growth
o Market Area
o Management
o Dividends
o Liquidity of the Issue
o Subscription Interest
o Recent Regulatory Matters
o Market for Seasoned Thrift Stocks
o Acquisition Market
After identifying the adjustments that should be made to market value, the
pro-forma market value for the Bank is computed and adjusted. The estimated
pro-forma market value for the Bank is then compared with the market valuation
ratios of the Comparable Group, recently converted public thrifts and the
aggregate ratios for all public thrifts.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 53
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FINANCIAL STRENGTH
The financial strength of an institution is an important market value
determinant, as the investment community considers such factors as bank
liquidity, capitalization, asset composition, funding mix, intangible levels and
interest rate risk in assessing the attractiveness of investing in the common
stock of a thrift. Following is a synopsis of the key financial elements of the
Bank measured against the Comparable Group. The numbers utilized for the Bank in
this comparison were on a pro-forma basis.
Liquidity - The liquidity of the Bank and the Comparable Group appear
similar and were sufficient to meet all regulatory guidelines.
Capitalization - The Comparable Group's average equity to assets ratio of
16.18% is higher than the Bank's ratio of 5.41%. The Bank's proforma equity
to asset ratio is projected to be 11.10% (at the midpoint) after the
conversion.
Asset Composition - The Bank's net loan to asset ratio of 82.56% is higher
than the average for the Comparable Group of 69.51%.
Asset Quality - The Bank's ALLL to loans ratio of 0.27% is below that of
the Comparable Group's 0.49%. The Bank has a reserve to nonperforming loan
ratio, 78.59% which is lower than that of the Comparable Group, 88.34%. The
Bank's nonperforming asset to asset ratio is 0.29%, which is below the
Comparable average of 0.60%.
Funding Mix - The Bank is funded through deposits, borrowings, and retained
earnings. The Comparable Group had 13.14% of its funding base from
borrowings as compared to the Bank's 22.39%. The high level of borrowings
provides significantly less funding flexibility when weighted to the
Comparable Group.
Intangible Levels - One of the most important factors influencing market
values is the level of intangibles that an institution carries on its
books. Thrifts trade more on tangible book than on book. The Bank had no
intangibles on its books at June 30, 1997. Of the Comparable Group, two had
intangibles. Only one of these Comparables has a significant level of
intangibles, Classic Bancshares with 15.44%. The Comparable average is
1.50% intangible assets to assets.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 54
================================================================================
Interest Rate Risk - The Bank has an above average level of interest rate
risk.
Based on these factors, the Bank's market value should be adjusted downward in
comparison to the Comparable Group for these measures. The reason for the
downward adjustments are:
o The high level of borrowings limits the Bank's future funding sources.
o The Bank's interest rate risk position must by corrected over a period
of time.
o The Bank is shrinking in terms of assets, (0.25%), loans, (10.45%),
and deposits (0.15%), while the Comparable group is growing assets,
loans and deposits by 8.85%, 14.24% and 2.57%, respectively.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 55
================================================================================
EARNINGS QUALITY, PREDICTABILITY AND GROWTH
The earnings quality, predictability and growth are critical components in the
establishment of market values for thrifts. Thrift earnings are primarily a
function of:
o net interest income
o loan loss provision
o non-interest income
o non-interest expense
The quality and predictability of earnings is dependent on both internal and
external factors. Some internal factors include the mix of the balance sheet,
the interest rate sensitivity of the balance sheet, the asset quality, and the
infrastructure in place to deliver the assets and liabilities to the public.
External factors include the competitive market for both assets and liabilities,
the global interest rate scenario, local economic factors and regulatory issues.
Each of these factors can influence the earnings of an institution, and each of
these factors is volatile. Investors prefer stability and consistency. As such,
solid, consistent earnings are preferred to high but risky earnings. Investors
also prefer earnings to be diversified and not entirely dependent on interest
income.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 56
================================================================================
The Bank's income for June 30, 1997 on an annualized basis is $244 thousand,
which is below the December 31, 1995 figure of $420 thousand. Net income for the
year ending December 31, 1996 was down dramatically from the previous year due
to the one-time SAIF assessment of $492 thousand.
FIGURE 40 - NET INCOME CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
Note 1: The December 31, 1996 loss of $95 thousand is skewed due to the
one-time SAIF assessment of $492 thousand. When adjusted for this
one-time event (tax impacted at 40%) the Bank's December 31, 1996
income number would be $200 thousand.
Note 2: June 1997 data is for the six month period and is not annualized. The
annualized 1997 net income would be $244 thousand.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 57
================================================================================
The Bank's net interest spread and margin has declined since December 31, 1995.
FIGURE 41 - SPREAD AND MARGIN CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
The Bank has a low level of loan loss provisions, but the Bank has a low level
of nonperforming assets. At June 30, 1997, the Bank had an allowance for loan
and lease losses (ALLL) to total loans ratio of 0.27%, which is half that of the
Comparable Group.
The Bank has generated less non-interest income than the Comparable Group. Using
the annualized six month period ended June 30, 1997, the Bank had 0.15% of
non-interest income to average assets compared to the Comparable average of
0.37%.
For the six month period ended June 30, 1997, the Bank had an annualized
non-interest expense to average assets of 1.70% which was less than the 2.50%
average of the Comparable Group.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 58
================================================================================
Currently, investors are focusing on earnings sustainability as the interest
rate volatility has caused wide variation in income levels. With the intense
competition for both assets and deposits, banks can not easily replace lost
spread and margin with balance sheet growth. Additionally, the lower market
values of most thrifts relative to banks makes acquisitions more difficult.
Ninth Ward has experienced a decline in its spread and margin, due to the high
level of borrowings and the high interest rates needed to attract certificate
deposits. In addition, as a percent of assets the Bank's non-interest income is
less than half that of the Comparable Group. However, the Bank has a significant
advantage in operating expenses. Therefore, the market value for earnings is
adjusted downward.
Going forward, the Bank must find a branch outside the City of Wilmington. It is
expected that this new branch would adversely affect earnings.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 59
================================================================================
MARKET AREA
The market area that an institution serves has a significant impact on value, as
future success is interrelated with the economic, demographic and competitive
aspects of the market. Specifics on the Bank's market were delineated in Section
2 - Market Area Analysis.
The Bank currently has only one branch which also serves as its operation
headquarters. The deposit market has grown 49.63%, however it is difficult to
draw any conclusion from this data due to the large out of market deposits
reported by the likes of MBNA America Bank. The Bank's deposits have grown by
12.61%.
The Bank currently has only one branch while the majority (9 of 11) of the
Comparables have more than one branch. The Bank will have to branch in order to
leverage the capital raised. Demographically, the City of Wilmington has a
declining population base. There is no residential housing around the current
branch, which adversely affects the Bank since the Bank's focus is on retail
banking. Recently, the OTS has issued negative comments addressing the Bank's
limit deposit market. As such, a slightly downward adjustment is warranted for
this factor.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 60
================================================================================
MANAGEMENT
The Bank has developed a good management team with considerable banking
experience and length of service with the bank.
The Board is active and oversees and advises on all key strategic and policy
decisions. The organization chart appears reasonable for an institution of the
Bank's size and complexity.
As such, no adjustment appears to be warranted for this factor.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 61
================================================================================
DIVIDENDS
Historically, thrifts typically have not established dividend policies
immediately at or after conversion to stock ownership. Rather, newly converted
institutions, in general, have preferred to establish an earnings track record,
fully invest the conversion proceeds, and allow for seasoning of the stock
before establishing a dividend policy. In the late 1980's and early 1990's
however, there has been a tendency toward initiating dividend policies
concurrent with the conversion as a means of increasing the attractiveness of
the issue and to utilize the proceeds. Particularly as a result of the Savings
and Loan negative publicity, many thrifts felt the need to provide the
additional enticement of a dividend to attract more investors.
The last few years have seen yet another shift away from dividend policies
concurrent with conversion. Recent issues have been fully or over subscribing
without the need for the additional enticement of dividends. After conversion is
another issue however. Recent pressures on ROE and on internal rate of returns
to investors has prompted the industry toward cash dividends. This trend is
exacerbated by the lack of growth potential. Typically, when institutions are in
a growth mode, they issue stock dividends or do not declare a dividend. When
growth is stunted, these institutions shift toward reducing equity levels and
thus utilize cash dividends as a tool in this regard.
All of the comparable institutions had declared dividends. The average dividend
payout ratio for the Comparable Group was 46.18%, ranging from a high of 114.81%
to a low of 11.36%.
It is questionable whether the Bank will have the earnings and capital levels to
afford to pay dividends. Additionally, the Comparable payout ratio is
excessively high, well above the level Ninth Ward would be able to pay in the
foreseeable future. As such, a downward adjustment is indicated for this factor.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 62
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LIQUIDITY OF THE ISSUE
The Comparable Group is by definition composed only of companies that trade in
the public markets with nine of the Comparables trading on NASDAQ and one on
AMSE. Typically, the number of shares outstanding and the market capitalization
provides an indication of how much liquidity there will be in a given stock. The
actual liquidity can be measured by volume traded over a given period of time.
The market capitalization values of the Comparable Group range from a low of
$5.8 million to a high of $30.9 million with an average market capitalization of
$15.8 million. The Bank expects to have $13.3 million of market capital at the
midpoint on a pro-forma basis.
Based on the comparison with the Comparable Group and the above data, no
adjustment appears warranted.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 63
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SUBSCRIPTION INTEREST
The outcome of subscription offerings has been, historically, difficult to
predict. Since 1992, however, the conversions have experienced robust
subscription interest with the exception of late 1994 when the pricing multiples
were high. During late 1994, many subscriptions had the need to resolicit due to
lack of professional investor demand. During 1995, the investor demand returned
and the subscription interest increased, primarily the result of lower market
multiples. The vast majority of recent conversions have oversubscribed and gone
off at the maximum or super-maximum. However, there were some offerings in May
and June 1996 that went off at or below the midpoint, indicating a possible
shift away from interest in thrift public offerings at that time.
Of more importance is the general strength of the aftermarket. Thrift stock
prices have soared upwards in recent months (see Figure 47) and is showing
strength across the board. Additionally, as shown in Exhibit 7, the most recent
conversions (within the last 3 months) have demonstrated a strong price
appreciation.
As such, an upward adjustment for subscription interest is warranted at this
time.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 64
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RECENT REGULATORY MATTERS
As a result of large after-market price increases of conversions during 1993 and
early 1994, the regulatory agencies have issued guidelines on appraisals for
conversions. The regulators publicly indicated that only modest immediate
after-market price increases are appropriate for converting institutions. The
guidelines issued November 22, 1994, indicate that the reasonableness and
adequacy of an appraisal will be partially judged by the immediate price
movement of the conversion stock in the after- market, using a very short time
frame of the second day of trading following closing. The guidelines further
discuss that the average price appreciation for all IPOs has been between 10 and
15%, which was deemed to be too high.
At around the same time period, IPO pricing was elevated on a book basis and
IPOs in late 1994 did not experience much appreciation. In fact, numerous IPOs
actually depreciated. 1995 brought back lower premiums to book but they have
been rising throughout 1996 to approximately the same levels as late 1994. 1997
has continued the trend with IPO's popping over 40% on average, for the first
day of trading.
Due to the publicity surrounding the thrift IPO market and magnitude of the
price pops, regulatory agencies are beginning to indicate the need for higher
pricing of new issues. This is an attempt to eliminate or at least moderate the
significant price appreciation of these new issues.
Regulatory agencies are also considering limiting stock buy backs to: 0% in the
first year, 5% in the second year and 5% in the third year.
The Bank is currently under a supervisory agreement with the OTS as already
discussed.
The price is adjusted slightly downward for this factor due to recent regulatory
decisions limiting the amount of stock repurchases and the continued thrift
charter uncertainty.
<PAGE>
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MARKET FOR SEASONED THRIFT STOCKS
Data for all public thrifts as of September 8, 1997 is provided in Exhibit 5. A
common measure utilized as a proxy for the performance of the thrift industry is
the SNL thrift index graphically shown below and tabularly shown on the
following page:
FIGURE 42- SNL THRIFT INDEX CHART
[GRAPHIC OMITTED]
Source: SNL Securities
<PAGE>
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================================================================================
FIGURE 43 - HISTORICAL SNL INDEX
------------------------------------
SNL THRIFT INDEX MONTHLY PERFORMANCE
January 2, 1992 to September 8, 1997
------------------------------------
SNL % Change % Change % Change % Change % Change % Change
Thrift Since Since Since Since Since Since
Date Index 1/2/92 1/4/93 1/3/94 12/30/94 12/29/95 12/31/96
- ----------- ------ -------- -------- -------- -------- -------- --------
1992 2-Jan 143.9 -- -- -- -- -- --
3-Feb 153.3 6.5% -- -- -- -- --
2-Mar 164.3 14.2% -- -- -- -- --
1-Apr 157.6 9.5% -- -- -- -- --
1-May 160.8 11.7% -- -- -- -- --
1-Jun 170.4 18.4% -- -- -- -- --
1-Jul 175.1 21.7% -- -- -- -- --
1-Aug 179.7 24.9% -- -- -- -- --
1-Sep 169.6 17.9% -- -- -- -- --
1-Oct 167.0 16.1% -- -- -- -- --
2-Nov 172.4 19.8% -- -- -- -- --
1-Dec 186.2 29.4% -- -- -- -- --
1993 4-Jan 201.1 39.7% -- -- -- -- --
1-Feb 219.1 52.3% 9.0% -- -- -- --
1-Mar 221.1 53.6% 9.9% -- -- -- --
1-Apr 228.2 58.6% 13.5% -- -- -- --
3-May 215.9 50.0% 7.4% -- -- -- --
1-Jun 214.7 49.2% 6.8% -- -- -- --
1-Jul 220.5 53.2% 9.6% -- -- -- --
2-Aug 234.7 63.1% 16.7% -- -- -- --
1-Sep 246.7 71.4%. 22.7% -- -- -- --
1-Oct 259.9 80.6% 29.2% -- -- -- --
1-Nov 258.6 79.7% 28.6% -- -- -- --
1-Dec 245.7 70.7% 22.2% -- -- -- --
1994 3-Jan 252.5 75.5% 25.6% -- -- -- --
1-Feb 257.2 78.7% 27.9% 1.9% -- -- --
1-Mar 245.4 70.5% 22.0% -2.8% -- -- --
1-Apr 241.6 67.9% 20.1% -4.3% -- -- --
2-May 249.3 73.2% 24.0% -1.3% -- -- --
1-Jun 263.3 83.0% 30.9% 4.3% -- -- --
6-Jul 273.8 90.3% 36.2% 8.4% -- -- --
1-Aug 277.2 92.6% 37.8% 9.8% -- -- --
1-Sep 286.4 99.0% 42.4% 13.4% -- -- --
3-Oct 277.3 92.7% 37.9% 9.8% -- -- --
1-Nov 258.9 79.9% 28.7% 2.5% -- -- --
1-Dec 242.3 68.4% 20.5% -4.0% -- -- --
1995 31-Jan 256.1 78.0% 27.3% 1.4% 5.7% -- --
28-Feb 277.0 92.5% 37.7% 9.7% 14.3% -- --
31-Mar 278.4 93.5% 38.4% 10.3% 14.9% -- --
28-Apr 295.4 105.3% 46.9% 17.0% 21.9% -- --
31-May 307.6 113.8% 53.0% 21.8% 27.0% -- --
30-Jun 313.5 117.9% 55.9% 24.2% 29.4% -- --
30-Jul 328.2 128.1% 63.2% 30.0% 35.5% -- --
31-Aug 355.5 147.0% 76.8% 40.8% 46.7% -- --
30-Sep 362.3 151.8% 80.2% 43.5% 49.5% -- --
31-Oct 354.1 146.1% 76.1% 40.2% 46.1% -- --
30-Nov 370.2 157.3% 84.1% 46.6% 52.8% -- --
29-Dec 376.5 161.6% 87.2% 49.1% 55.4% -- --
1996 31-Jan 370.7 157.6% 84.3% 46.8% 53.0% -1.5% --
29-Feb 373.6 159.6% 85.8% 48.0% 54.2% -0.8% --
29-Mar 382.1 165.5% 90.0% 51.3% 57.7% 1.5% --
30-Apr 380.3 164.3% 89.1% 50.6% 57.0% 1.0% --
31-May 383.0 166.2% 90.5% 51.7% 58.1% 1.7% --
28-Jun 387.2 169.1% 92.5% 53.3% 59.8% 2.8% --
31-Jul 389.9 171.0% 93.9% 54.4% 60.9% 3.6% --
30-Aug 408.3 183.7% 103.0% 61.7% 68.5% 8.4% --
30-Sep 429.3 198.3% 113.5% 70.0% 77.2% 14.0% --
31-Oct 456.7 217.4% 127.1% 80.9% 88.5% 21.3% --
29-Nov 485.8 237.6% 141.6% 92.4% 100.5% 29.0% --
31-Dec 483.6 236.1% 140.5% 91.5% 99.6% 28.4% --
1997 31-Jan 520.1 261.4% 158.6% 106.0% 114.7% 38.1% 7.5%
31-Mar 527.7 266.7% 162.4% 109.0% 117.8% 40.2% 9.1%
10-Jun 594.8 313.4% 195.8% 135.6% 145.5% 58.0% 23.0%
10-Jul 638.8 343.9% 217.6% 153.0% 163.6% 69.7% 32.1%
8-Sep 695.9 383.6% 246.0% 175.6% 187.2% 84.8% 43.9%
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 67
================================================================================
FIGURE 44 - EQUITY INDICES
[GRAPHIC OMITTED]
Index Comparisons
----------------------------------------
SNL S&P DJIA
----------------------------------------
6/30/94 269.6 444.3 3,625.0
12/30/94 244.7 459.3 3,834.4
6/30/95 313.5 544.8 4,556.1
12/29/95 376.5 615.9 5,117.1
6/28/96 387.2 670.6 5,654.6
12/31/96 483.6 740.7 6,448.3
6/10/97 594.8 865.3 7,539.3
7/10/97 638.8 913.8 7,886.8
9/08/97 695.9 931.2 7,835.2
----------------------------------------
As the Figures 50 and 51 illustrate, the performance of the SNL index has been
robust through 1992, 1993, 1994 and 1995. The dip in the index, occurring in
late 1994, was the product of the interest rate rise during that period along
with the overall uneasiness in the stock market in general. The rate scenario
covering the same period as the SNL index can be seen in the chart on the
following page.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 68
================================================================================
FIGURE 45 - HISTORICAL RATES
[GRAPHIC OMITTED]
Source: Prudential Bache Securities
As the graph demonstrates, the rate rise in late 1994 correlates closely to the
fall in thrift prices. The drop in rates in 1995 was one of the primary drivers
of the rapid rise in the SNL index. During 1996, rates increased slightly and
then remained stable, fueling the rise in the conversion prices. 1997 has seen a
continuation of this trend, with the average IPO pricing at 70.9%, 69.6%, and
72.8% of book value for the first, second, and third quarters of 1997
respectively.
Thrift pricing in general was robust in 1995 due to the falling interest rates,
the industry consolidation and renewed earnings. Contrasting this view, in late
1994 investors faced shrinking spreads and margins due to rising rates and
consolidation that was tailing off and slowing down. The blockbuster level of
consolidations have led many investors to think that all institutions are fair
game for acquisitions and prices have risen accordingly.
As Figure 52 shows, the SNL index has risen at a slower pace than the stock
market (using DJIA and S&P as proxies).
The average current price to book multiple for all standard conversions that
have taken place since January 1, 1996 is 116.70%; the price to earnings
multiple is 35.6x (see Exhibit 7).
As such, a downward adjustment for this measure is warranted, as newly converted
thrifts will not trade at the same multiples as seasoned thrifts because
investors do not have a proven track record on which to base investment
decisions. Additionally, newly converted thrifts need time to reinvest proceeds
and leverage the capital raised in the IPO.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 69
================================================================================
ACQUISITION MARKET
The level of deals in 1997 is below that of 1996, but the second quarter did
increase modestly from the first quarter's level.
FIGURE 46 - DEALS FOR LAST FIVE QUARTERS
[GRAPHIC OMITTED]
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 70
================================================================================
From 1994 through September 1997, thrift deal prices remained high. As
illustrated by the following graphs and tables, thrift deal prices as a multiple
of book and tangible book value continue to climb through September 8, 1997, for
all thrifts, thrifts in the Mid-Atlantic region, and similar deal size thrifts.
Price to earnings for all thrifts and similar size thrifts rose as did price to
assets and price to deposits. Price to earnings for the Mid-Atlantic region rose
modestly when compared to all thrift deals and interestingly, price to deposits
and price to assets declined. This would seem to imply that the Mid-Atlantic
thrifts are leveraging capital and creating earnings.
FIGURE 47 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO BOOK
[GRAPHIC OMITTED]
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 71
================================================================================
FIGURE 48 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO TANGIBLE BOOK
[GRAPHIC OMITTED]
FIGURE 49 - THRIFT ACQUISITION MULTIPLES, PRICE TO EARNINGS
[GRAPHIC OMITTED]
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 72
================================================================================
FIGURE 50 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO ASSETS
[GRAPHIC OMITTED]
FIGURE 51 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO DEPOSITS
[GRAPHIC OMITTED]
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 73
================================================================================
FIGURE 52 - DEAL MULTIPLES
Median Price to LTM Earnings 1994 1995 1996 1997 YTD
- ---------------------------- ---- ---- ---- --------
Thrifts - Nationwide 13.8 18.6 17.7 25.3
Thrifts - Mid-Atlantic 13.3 17.9 17.0 18.3
Thrifts - Deal Value $10-$50 Million 13.5 17.6 18.7 41.3
Average Price to Book
- ---------------------
Thrifts - Nationwide 154.5 144.7 149.5 168.7
Thrifts - Mid-Atlantic 153.9 156.5 156.9 188.0
Thrifts - Deal Value $10-$50 Million 158.7 146.0 141.0 161.1
Average Price to Tangible Book
- ------------------------------
Thrifts - Nationwide 158.9 149.1 153.6 172.4
Thrifts - Mid-Atlantic 160.4 157.6 159.4 193.1
Thrifts - Deal Value $10-$50 Million 159.7 153.4 144.1 161.1
Average Price to Assets
- -----------------------
Thrifts - Nationwide 13.9 14.8 15.0 18.0
Thrifts - Mid-Atlantic 13.2 15.3 17.7 15.1
Thrifts - Deal Value $10-$50 Million 15.4 15.3 16.7 20.5
Average Price to Deposits
- -------------------------
Thrifts - Nationwide 17.0 19.2 19.9 24.0
Thrifts - Mid-Atlantic 16.2 20.3 24.5 22.4
Thrifts - Deal Value $10-$50 Million 18.7 20.0 22.1 26.3
Currently there are two local pending thrift acquisition announced. Provident
Bancshares in Maryland has announced its intention to purchase First Citizens
Financial also in Maryland for an estimated 2.21 times book and 31.6 times
earnings. Also, American National Bancorp in Maryland has entered into an
agreement to be acquired by Crestar Financial, located in Virginia, for an
estimated 1.61 times book and 53.3 times earnings. The acquisition multiples
associated with all deals are shown below.
FIGURE 53 -ACQUISITION TABLE
At Announcement Offer Divided By
--------------------------------
Book Value LTM EPS
---------- -------
Pending Merger Median 188 23.7
Completed Merger Median 152 26.0
Source: SNL Securities
A downward adjustment is warranted for this factor at time of conversion, since
new conversions are not readily available for acquisition for well over one year
from the date of conversion and since the market prices of the Comparables
already have this acquisition premium built in their prices.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 74
================================================================================
ADJUSTMENTS TO VALUE
Overall, FinPro believes that the Bank pro-forma market value should be
discounted relative to the Comparable Group, reflecting the following
adjustments.
Key Valuation Parameters Valuation Adjustment
- --------------------------------------------------------------------------------
Financial Strength Downward
Earnings Quality Downward
Market Area Slightly downward
Management No Adjustment
Dividends Downward
Liquidity of the Issue No Adjustment
Subscription Interest Upward
Recent Regulatory Matters Slightly Downward
Market for Seasoned Thrift Stocks Downward
Acquisition Market Downward
As such, and as a result of all the factors discussed, a full offering discount
in the 35% - 40% range from the average trading values of the comparable
companies appears to be reasonable. This is particularly true as these numbers
represent a modest discount to book value for recent standard conversions.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 75
================================================================================
VALUATION APPROACH
In applying the accepted valuation methodology promulgated by the regulators,
i.e., the pro-forma market value approach, four key pricing multiples were
considered. The four multiples include:
Price to earnings ("P/E")
Price to tangible book value ("P/TB")
Price to book value ("P/B")
Price to assets ("P/A")
All of the approaches were calculated on a pro-forma basis including the effects
of the conversion proceeds. All of the assumptions utilized are presented in
Exhibits 8 and 9.
To ascertain the pro-forma estimated market value of the Bank, the market
multiples for the Comparable Group, all publicly traded thrifts and the recent
(1996 to date) standard conversion group were assessed.
Since thrift earnings in general have had a high degree of volatility over the
past decade, the P/B approach has gained in importance and is utilized
frequently as the benchmark for market value. It is interesting to note that the
P/B approach is more of a benchmark than a reliable valuation technique. A
better approach is the P/TB approach. In general, investors tend to price
financial institutions on a tangible book basis, because it incorporates the P/B
approach adjusted for intangibles. Recently, the P/E approach has regained favor
among investors.
As such, in estimating the market value for the Bank, the P/TB was weighted
higher than the P/B approach. Additionally, the P/E approach was given equal
weighting to the P/TB approach as investors rely on the earnings stream for
investment decisions going forward. The P/A ratio was not given much weight in
the valuation process
In terms of the market multiples, most weight was given to the Comparable Group
and the recent (1996 to date) standard conversions. Less weight was ascribed to
all public thrifts and all Illinois thrifts. The multiples for the Comparable
Group, all publicly traded thrifts, and only the public Delaware thrift are
shown in Exhibit 6.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 76
================================================================================
Based upon the approximately 40% discount defined in the section above, the Bank
pricing at the midpoint is estimated to be $8,750,000. Based upon a range below
and above the midpoint value, the relative values are $7,440,000 at the minimum
and $10,060,000 at the maximum respectively. At the supermaximum of the range
the offering value would be $11,570,000.
At the various levels of the estimated value range, the offering would result in
the following offering data:
FIGURE 54 - VALUE RANGE OFFERING DATA
Full
Total Price per Conversion
Conclusion Shares Share Value
- ---------- ------ ----- -----
Appraised Value - Midpoint 875 $10 $ 8,750
Appraised Value - Minimum 744 $10 $ 7,440
Appraised Value - Maximum 1,006 $10 $10,060
Appraised Value - SuperMaximum* 1,157 $10 $11,570
* SuperMaximum is an overallotment option that is 15% above the maximum amount.
Source: FinPro Inc. Proforma Model
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 77
================================================================================
This equates to the following multiples:
FIGURE 55 - COMPARABLE PRICING MULTIPLES
<TABLE>
<CAPTION>
Price Relative to
-----------------------------------------------------------------
Earnings Unadjusted Earnings Book Tangible Book Assets
-------- ------------------- ---- ------------- ------
<S> <C> <C> <C> <C> <C>
The Bank (at midpoint) 17.24 50.00 65.83% 65.83% 7.31%
Comparable Group Average 36.57 36.57 107.52% 107.62% 16.82%
(Discount) Premium -52.86% 36.72% -38.77% -38.83% -56.54%
</TABLE>
Source: FinPro Calculations
FIGURE 56 - RECENT STANDARD CONVERSION MULTIPLES
<TABLE>
<CAPTION>
Price Relative to
-----------------------------------------------------------------
Earnings Unadjusted Earnings Book Tangible Book Assets
-------- ------------------- ---- ------------- ------
<S> <C> <C> <C> <C> <C>
The Bank (at midpoint) 17.24 50.00 65.83% 65.83% 7.31%
Recent Standard Conversions 23.70 23.70 71.10% 71.10% 17.10%
(Discount) Premium -27.26% 110.97% -7.41% -7.41% -57.25%
</TABLE>
Source: FinPro Calculations
As the tables above demonstrate, a discount is applied to the Bank relative to
the Comparable Group on price to earnings, price to book, and price to tangible
book basis and at a premium on a price to assets basis. In comparison to the
recent standard conversions the Bank is priced at a discount on all bases.
FIGURE 57 - SUPERMAX TO RECENT CONVERSION COMPARISON
<TABLE>
<CAPTION>
Price Relative to
-----------------------------------------------------------------
Earnings Unadjusted Earnings Book Tangible Book Assets
-------- ------------------- ---- ------------- ------
<S> <C> <C> <C> <C> <C>
The Bank (at Supermaximum) 20.00 47.62 73.53% 73.53% 9.47%
Recent Standard Conversions 23.70 23.70 71.10% 71.10% 17.10%
(Discount) Premium -15.61% 100.93% 3.42% 3.42% -44.62%
</TABLE>
Source: FinPro Calculations
The price to earnings discounts in Figures 55 and 56 are magnified due to the
one time SAIF assessment. The assessment is included in the Comparable Group's
and Recent Conversion's multiples but not in the Bank's, thereby overstating the
relationship.
In addition, the Recent Conversion multiple is based on public offerings which
have typically subscribed at the supermaximum. Figure 57 adjusts for these
factors by including the Bank's one time SAIF expense in the pro forma earnings
and by calculating the discount or premium in comparison to the Bank's multiples
at the supermaximum.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 78
================================================================================
VALUATION CONCLUSION
It is, therefore, our opinion that as of September 8, 1997, the estimated
pro-forma market value of the Bank in a full offering was $8,750,000 at the
midpoint of a range with a minimum of $7,440,000 to a maximum of $10,060,000 at
15% below and 15% above the midpoint of the range respectively. Assuming an
adjusted maximum value of 15% above the maximum value, the adjusted maximum
value or supermaximum value in a full offering is $11,570,000. The stock will be
issued at $10.00 per share.
Pro-forma comparisons of the Bank's value range with the Comparable Group, all
public thrifts, Delaware public thrifts and the recent standard conversion group
is shown in Exhibits 8 and 9.
<PAGE>
Exhibit 1
Consolidated Balance Sheets
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
(Unaudited) December 31,
April 30, --------------------------
Assets 1997 1996 1995
- ------ ------------ ------------ -----------
<S> <C> <C> <C>
Cash and cash equivalents $ 2,838,215 $ 2,643,452 $ 1,060,856
Investment securities held to maturity -- -- 11,488,192
Investment securities available for sale 5,992,005 6,475,800 --
Mortgage-backed securities held to maturity -- -- 698,669
Mortgage-backed securities available for sale 190,414 203,147 --
Loans receivable, net 92,919,385 98,042,118 78,835,306
Loans held for sale 5,547,674 -- 1,020,000
Federal Home Loan Bank stock - at cost 1,332,500 1,500,000 727,500
Accrued interest receivable
Loans 999,064 975,244 664,189
Investments 94,666 93,526 180,304
Mortgage-backed securities 111 1,171 3,886
Office property and equipment, net 1,983,423 2,020,957 2,103,463
Prepaid expenses and other assets 86,527 66,012 75,166
Prepaid income taxes 63,564 166,850 --
Mortgage servicing rights 322,533 317,435 297,969
Deffered income taxes 173,618 177,506 221,704
------------ ------------ -----------
Total assets $112,543,699 $112,683,218 $97,377,204
============ ============ ===========
Liabilities and Equity
- ----------------------
Liabilities
- -----------
Deposits $ 78,351,363 $ 78,408,793 $ 81,522,249
Advances from Federal Home Loan Bank 25,200,000 25,900,000 7,950,000
Advances by borrowers for taxes and insurance 1,879,033 812,569 652,533
Accrued interest payable 276,461 265,764 220,553
Accrued income taxes -- -- 135,890
Accounts payable and accrued expenses 750,900 1,338,503 833,073
------------ ------------ -----------
Total liabilities 106,457,757 106,725,629 91,314,298
------------ ------------ -----------
Equity
- ------
Retained earnings 6,090,170 5,968,365 6,062,906
Net unrealized gain (loss) on securities available-for-sale (3,228) (10,776) --
------------ ------------ -----------
Total equity 6,086,942 5,957,589 6,062,906
------------ ------------ -----------
Total liabilities and equity $112,544,699 $112,683,218 $97,377,204
============ ============ ===========
- -------------------------------------------------------------------------------------------------------
</TABLE>
Source: Audited Financial Statements
<PAGE>
Exhibit 2
Consolidated Statements of Income
$ in 000's
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
(Unaudited)
Six Months Ended Years Ended
June 30, December 31,
----------------------- -----------------------
1997 1996 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest and dividend income:
Loans $3,797,982 $3,346,748 $7,092,065 $6,408,566
Mortgage-backed securities 6,821 22,141 38,982 40,336
Dividents on investments 267,555 393,758 791,062 843,845
---------- ---------- ---------- ----------
Total interest income 4,072,358 3,762,647 7,922,109 7,292,747
Interest expense:
Deposits 2,196,245 2,276,637 4,497,657 4,351,008
Federal Home Loan Bank advances 780,646 364,473 1,252,482 704,133
---------- ---------- ---------- ----------
Total interest expense 2,976,891 2,641,110 5,750,139 5,055,141
---------- ---------- ---------- ----------
Net interest income 1,095,467 1,121,537 2,171,970 2,237,606
---------- ---------- ---------- ----------
Provision for loan losses 10,000 26,000 47,000 5,000
---------- ---------- ---------- ----------
Net interest income after provision
for loan losses 1,085,467 1,095,537 2,124,970 2,232,606
Noninterest income:
Service fees 47,563 98,840 189,604 51,700
Gain on sale of loans 16,632 48,766 68,629 438,970
Realized market adjustment on loans 10,691 -- -- 11,060
Other income 10,027 9,664 46,543 18,469
---------- ---------- ---------- ----------
Total noninterest income 84,913 157,270 304,776 520,199
Noninterest expense:
Compensation and benefits 477,953 511,016 916,635 941,086
Advertising 101,210 142,024 202,825 169,170
Federal insurance premiums 15,265 94,053 187,057 171,097
SAIF assessment -- -- 491,992 --
Occupancy expense 101,425 135,238 214,968 236,687
Data processing expense 69,761 65,703 121,121 103,178
Directors fees 53,738 57,046 105,817 99,036
General and administrative expenses 141,223 176,881 352,872 347,957
---------- ---------- ---------- ----------
Total noninterest expense 960,575 1,181,961 2,593,287 2,068,211
---------- ---------- ---------- ----------
Income before income taxes 209,805 70,846 (163,541) 684,594
Income tax provision 88,000 30,000 (69,000) 264,670
---------- ---------- ---------- ----------
Net income $ 121,805 $ 40,846 $ (94,541) $ 419,924
========== ========== ========== ==========
- -----------------------------------------------------------------------------------------
</TABLE>
Source: Audited Financial Statements
<PAGE>
Exhibit 3
Consolidated Statements of Equity
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Unrealized
Gain (Loss)
on Securities
Retained Available-
Earnings for-Sale Total
---------- ------------- ----------
<S> <C> <C> <C>
Balance at January 1, 1995 $5,642,982 $ -- $5,642,982
Net income for the year ended December 31, 1995 419,924 -- 419,924
---------- -------- ----------
Balance at December 31, 1995 6,062,906 -- 6,062,906
Net loss for the year ended December 31, 1996 (94,541) -- (94,541)
Unrealized losses on available for sale securities, net of taxes -- (10,776) (10,776)
---------- -------- ----------
Balance at December 31, 1996 5,968,365 (10,776) 5,957,589
Net Income for the six-month period ended June 30, 1997 (unaudited) 121,805 -- 121,805
Change in unrealized losses on available for sale securities, net of tax (unaudited) -- 7,548 7,548
---------- -------- ----------
Balance June 30, 1997 (unaudited) 6,090,170 (3,228) 6,086,942
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: Audited Financial Statements
<PAGE>
Exhibit 4
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
(Unaudited)
Six Months Ended Years Ended
June 30, December 31,
------------------------- -------------------------
1997 1996 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income $ 121,805 $ 40,846 $ (94,541) $ 419,924
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation 58,079 93,959 121,751 164,780
Provision for loan losses 10,000 26,000 47,000 5,000
Gain on sale of investment and mortgage-backed securities -- -- (6,925) --
Gain on sale of loans (12,144) (16,727) (68,629) (438,970)
Realized market adjustment on loans (19,439) -- -- (11,060)
Amortization of:
Deferred loan fees (40,988) (71,159) (130,226) (126,475)
Discount on investment and mortgage-backed securities (4,048) (3,803) (8,827) (6,782)
Net change in assets and liabilities which provide (use) cash:
Accrued interest receivable (24,900) (250,824) (221,562) (170,295)
Mortgage servicing rights (5,098) 58,868 (19,466) (297,969)
Prepayment expenses and other assets (20,515) (2,230) 9,153 (7,296)
Accrued interest payable 10,697 (46,108) 45,211 (24,932)
Accounts payable and accrued expenses (587,603) 177,515 505,430 28,720
Income taxes 103,286 (340,140) (252,740) 452,205
Deffered loan fees 57,420 179,484 379,572 564,350
----------- ----------- ----------- -----------
Net cash provided by operating activities (353,448) (154,319) 305,201 551,200
Cash flows from investing activities:
Proceeds from sale of investments held to maturity -- -- $2,996,406 --
Proceeds from sales of investments 500,000 3,999,844 6,998,205 7,500,000
Principal collected on long term loans and mortgage-backed
securities held to maturity 6,463,211 8,010,488 15,576,441 9,865,735
Long-term loans originated (7,999,170) (20,587,053) (38,236,036) (47,296,058)
Procedes from sale of loans 1,128,181 1,013,297 4,407,397 29,869,979
Procedes from sale of mortgage-backed securities held to maturity -- -- 346,427 --
Sale of Federal Home Loan Bank stock 277,300 28,200 263,200 25,700
Purchase of Federal Home Loan Bank stock (109,800) (435,700) (1,035,700) (104,400)
Purchase of investments -- (3,997,375) (4,996,281) (6,997,017)
Proceeds from sale of real estate owned -- -- -- 63,000
Purchases of premises and equipment (20,545) (13,304) (39,244) (62,167)
----------- ----------- ----------- -----------
Net cash used in investing activities 239,177 (11,981,603) (13,719,185) (7,135,228)
Cash flows from financing activities:
Net change in deposits (57,430) (2,135,009) (3,113,456) 11,025,699
Increase in advances by borrowers for taxes and insurance 1,066,464 1,125,935 160,036 123,382
Proceeds from Federal Home Loan Bank advances 38,345,726 41,031,957 79,119,823 26,950,000
Repayments of Federal Home Loan Bank advances (39,045,726) (26,281,957) (61,169,823) (31,900,000)
----------- ----------- ----------- -----------
Net cash provided by (used in) financing activities 309,034 13,740,926 14,996,580 6,199,081
----------- ----------- ----------- -----------
Net change in cash and cash equivalents 194,763 1,605,004 1,582,596 (384,947)
Cash and cash equivalents at beginning of period 2,643,452 1,060,856 1,060,856 1,445,803
----------- ----------- ----------- -----------
Cash and cash equivalents at end of period $ 2,838,215 $ 2,665,860 $ 2,643,452 $ 1,060,856
=========== =========== =========== ===========
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest $ 2,966,194 $ 2,687,219 $ 5,704,928 $ 5,080,072
Income taxes 9,978 310,140 310,140 31,018
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: Audited Financial Statements
<PAGE>
Exhibit 5
Selected Data on all Public Thrifts
<TABLE>
<CAPTION>
Corporate
--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CAL California Federal Bank, a FSB Private San Francisco CA 227 NA SAIF Not Avail.
CCMD Chevy Chase Bank, FSB Private Chevy Chase MD 107 NA SAIF Not Avail.
AABC Access Anytime Bancorp, Inc. NASDAQ Clovis NA 3 08/08/86 SAIF Regular
AADV Advantage Bancorp Inc. NASDAQ Kenosha WI 15 03/23/92 SAIF Regular
ABBK Abington Bancorp Inc. NASDAQ Abington MA 7 06/10/86 BIF Regular
ABCL Alliance Bancorp Inc. NASDAQ Hinsdale IL 14 07/07/92 SAIF Regular
ABCW Anchor BanCorp Wisconsin NASDAQ Madison WI 35 07/16/92 SAIF Regular
AFBC Advance Financial Bancorp NASDAQ Wellsburg WV 2 01/02/97 SAIF Regular
AFCB Affiliated Community Bancorp NASDAQ Waltham MA 12 10/19/95 SAIF Not Avail.
AFED AFSALA Bancorp Inc. NASDAQ Amsterdam NY 5 10/01/96 SAIF Regular
AFFFZ America First Financial Fund NASDAQ San Francisco CA 36 NA SAIF Not Avail.
AHCI Ambanc Holding Co. NASDAQ Amsterdam NY 12 12/27/95 BIF Regular
AHM Ahmanson & Company (H.F.) NYSE Irwindale CA 368 10/25/72 SAIF Regular
ALBC Albion Banc Corp. NASDAQ Albion NY 2 07/26/93 SAIF Regular
ALBK ALBANK Financial Corp. NASDAQ Albany NY 72 04/01/92 SAIF Regular
AMFC AMB Financial Corp. NASDAQ Munster IN 4 04/01/96 SAIF Regular
ANA Acadiana Bancshares Inc. AMSE Lafayette LA 4 07/16/96 SAIF Regular
ANBK American National Bancorp NASDAQ Baltimore MD 10 10/31/95 SAIF Not Avail.
ANDB Andover Bancorp Inc. NASDAQ Andover MA 12 05/08/86 BIF Regular
ASBI Ameriana Bancorp NASDAQ New Castle IN 8 03/02/87 SAIF Regular
ASBP ASB Financial Corp. NASDAQ Portsmouth OH 1 05/11/95 SAIF Regular
ASFC Astoria Financial Corp. NASDAQ Lake Success NY 45 11/18/93 SAIF Regular
ATSB AmTrust Capital Corp. NASDAQ Peru IN 2 03/28/95 SAIF Regular
AVND Avondale Financial Corp. NASDAQ Chicago IL 5 04/07/95 SAIF Regular
BANC BankAtlantic Bancorp Inc. NASDAQ Fort Lauderdale FL 57 11/29/83 SAIF Regular
BDJI First Federal Bancorporation NASDAQ Bemidji MN 5 04/04/95 SAIF Regular
BFD BostonFed Bancorp Inc. AMSE Burlington MA 10 10/24/95 SAIF Regular
BFFC Big Foot Financial Corp. NASDAQ Long Grove IL 3 12/20/96 SAIF Regular
BFSB Bedford Bancshares Inc. NASDAQ Bedford VA 3 08/22/94 SAIF Regular
BKC American Bank of Connecticut AMSE Waterbury CT 15 12/01/81 BIF Regular
BKCT Bancorp Connecticut Inc. NASDAQ Southington CT 3 07/03/86 BIF Regular
BKUNA BankUnited Financial Corp. NASDAQ Coral Gables FL 14 12/11/85 SAIF Regular
BNKU Bank United Corp. NASDAQ Houston TX 70 08/09/96 SAIF Not Avail.
BPLS Bank Plus Corp. NASDAQ Los Angeles CA 38 NA SAIF Not Avail.
BSBC Branford Savings Bank NASDAQ Branford CT 5 11/04/86 BIF Regular
BTHL Bethel Bancorp NASDAQ Portland ME 8 08/19/87 BIF Regular
BVCC Bay View Capital Corp. NASDAQ San Mateo CA 45 05/09/86 SAIF Regular
BWFC Bank West Financial Corp. NASDAQ Grand Rapids MI 3 03/30/95 SAIF Regular
BYFC Broadway Financial Corp. NASDAQ Los Angeles CA 3 01/09/96 SAIF Regular
CAFI Camco Financial Corp. NASDAQ Cambridge OH 11 NA SAIF Not Avail.
CAPS Capital Savings Bancorp Inc. NASDAQ Jefferson City MO 8 12/29/93 SAIF Regular
CASB Cascade Financial Corp. NASDAQ Everett WA 8 09/16/92 SAIF Regular
CASH First Midwest Financial Inc. NASDAQ Storm Lake IA 12 09/20/93 SAIF Regular
CATB Catskill Financial Corp. NASDAQ Catskill NY 4 04/18/96 BIF Regular
CBCI Calumet Bancorp Inc. NASDAQ Dolton IL 5 02/20/92 SAIF Regular
CBES CBES Bancorp Inc. NASDAQ Excelsior Springs MO 2 09/30/96 SAIF Regular
CBK Citizens First Financial Corp. AMSE Bloomington IL 6 05/01/96 SAIF Regular
CBSA Coastal Bancorp Inc. NASDAQ Houston TX 37 NA SAIF Not Avail.
CBSB Charter Financial Inc. NASDAQ Sparta IL 8 12/29/95 SAIF Not Avail.
CCFH CCF Holding Company NASDAQ Jonesboro GA 5 07/12/95 SAIF Regular
CEBK Central Co-operative Bank NASDAQ Somerville MA 8 10/24/86 BIF Regular
CENB Century Bancorp Inc. NASDAQ Thomasville NC 1 12/23/96 SAIF Regular
CENF CENFED Financial Corp. NASDAQ Pasadena CA 18 10/25/91 SAIF Regular
CFB Commercial Federal Corp. NYSE Omaha NE 107 12/31/84 SAIF Regular
CFBC Community First Banking Co. NASDAQ Carrollton GA 12 07/01/97 SAIF Regular
CFCP Coastal Financial Corp. NASDAQ Myrtle Beach SC 9 09/26/90 SAIF Regular
CFFC Community Financial Corp. NASDAQ Staunton VA 4 03/30/88 SAIF Regular
CFNC Carolina Fincorp Inc. NASDAQ Rockingham NC 4 11/25/96 SAIF Regular
CFSB CFSB Bancorp Inc. NASDAQ Lansing MI 17 06/22/90 SAIF Regular
CFTP Community Federal Bancorp NASDAQ Tupelo MS 1 03/26/96 SAIF Regular
CFX CFX Corp. AMSE Keene NH 43 02/12/87 BIF Regular
CIBI Community Investors Bancorp NASDAQ Bucyrus OH 3 02/07/95 SAIF Regular
CKFB CKF Bancorp Inc. NASDAQ Danville KY 1 01/04/95 SAIF Regular
CLAS Classic Bancshares Inc. NASDAQ Ashland KY 3 12/29/95 SAIF Regular
</TABLE>
1
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<TABLE>
<CAPTION>
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--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CMRN Cameron Financial Corp NASDAQ Cameron MO 3 04/03/95 SAIF Regular
CMSB Commonwealth Bancorp Inc. NASDAQ Norristown PA 56 06/17/96 SAIF Not Avail.
CMSV Community Savings FA (MHC) NASDAQ North Palm Beach FL 19 10/24/94 SAIF Mutual HC
CNIT CENIT Bancorp Inc. NASDAQ Norfolk VA 19 08/06/92 SAIF Regular
CNSB CNS Bancorp Inc. NASDAQ Jefferson City MO 5 06/12/96 SAIF Regular
CNY Carver Bancorp Inc. AMSE New York NY 7 10/25/94 SAIF Regular
COFI Charter One Financial NASDAQ Cleveland OH 175 01/22/88 SAIF Regular
CONE Conestoga Bancorp, Inc. NASDAQ Roslyn NY 8 03/30/94 SAIF Regular
COOP Cooperative Bankshares Inc. NASDAQ Wilmington NC 17 08/21/91 SAIF Regular
CRZY Crazy Woman Creek Bancorp NASDAQ Buffalo WY 1 03/29/96 SAIF Regular
CSA Coast Savings Financial NYSE Los Angeles CA 91 12/23/85 SAIF Regular
CSBF CSB Financial Group Inc. NASDAQ Centralia IL 2 10/09/95 SAIF Regular
CTZN CitFed Bancorp Inc. NASDAQ Dayton OH 35 01/23/92 SAIF Regular
CVAL Chester Valley Bancorp Inc. NASDAQ Downingtown PA 7 03/27/87 SAIF Regular
DCBI Delphos Citizens Bancorp Inc. NASDAQ Delphos OH 1 11/21/96 SAIF Regular
DIBK Dime Financial Corp. NASDAQ Wallingford CT 11 07/09/86 BIF Regular
DIME Dime Community Bancorp Inc. NASDAQ Brooklyn NY 15 06/26/96 BIF Regular
DME Dime Bancorp Inc. NYSE New York NY 91 08/19/86 BIF Regular
DNFC D & N Financial Corp. NASDAQ Hancock MI 37 02/13/85 SAIF Regular
DSL Downey Financial Corp. NYSE Newport Beach CA 84 01/01/71 SAIF Not Avail.
EBSI Eagle Bancshares NASDAQ Tucker GA 14 04/01/86 SAIF Regular
EFBC Empire Federal Bancorp Inc. NASDAQ Livingston MT 3 01/27/97 SAIF Regular
EFBI Enterprise Federal Bancorp NASDAQ West Chester OH 5 10/17/94 SAIF Regular
EGFC Eagle Financial Corp. NASDAQ Bristol CT 30 02/03/87 SAIF Regular
EGLB Eagle BancGroup Inc. NASDAQ Bloomington IL 3 07/01/96 SAIF Regular
EIRE Emerald Isle Bancorp Inc. NASDAQ Quincy MA 9 09/08/86 BIF Regular
EMLD Emerald Financial Corp. NASDAQ Strongsville OH 14 NA SAIF Regular
EQSB Equitable Federal Savings Bank NASDAQ Wheaton MD 4 09/10/93 SAIF Supervisory
ESBK Elmira Savings Bank (The) NASDAQ Elmira NY 6 03/01/85 BIF Regular
ESX Essex Bancorp Inc. AMSE Norfolk VA 4 07/18/90 SAIF Not Avail.
ETFS East Texas Financial Services NASDAQ Tyler TX 2 01/10/95 SAIF Regular
FAB FirstFed America Bancorp Inc. AMSE Fall River MA 13 01/15/97 SAIF Regular
FBBC First Bell Bancorp Inc. NASDAQ Pittsburgh PA 7 06/29/95 SAIF Regular
FBCI Fidelity Bancorp Inc. NASDAQ Chicago IL 5 12/15/93 SAIF Regular
FBCV 1ST Bancorp NASDAQ Vincennes IN 1 04/07/87 SAIF Regular
FBER 1st Bergen Bancorp NASDAQ Wood-Ridge NJ 4 04/01/96 SAIF Regular
FBHC Fort Bend Holding Corp. NASDAQ Rosenberg TX 6 06/30/93 SAIF Regular
FBNW FirstBank Corp. NASDAQ Lewiston ID 5 07/02/97 SAIF Regular
FBSI First Bancshares Inc. NASDAQ Mountain Grove MO 6 12/22/93 SAIF Regular
FCB Falmouth Co-Operative Bank AMSE Falmouth MA 2 03/28/96 BIF Regular
FCBF FCB Financial Corp. NASDAQ Neenah WI 13 09/24/93 SAIF Regular
FCME First Coastal Corp. NASDAQ Westbrook ME 7 NA BIF Not Avail.
FDEF First Defiance Financial NASDAQ Defiance OH 9 10/02/95 SAIF Not Avail.
FED FirstFed Financial Corp. NYSE Santa Monica CA 24 12/16/83 SAIF Regular
FESX First Essex Bancorp Inc. NASDAQ Andover MA 15 08/04/87 BIF Regular
FFBA First Colorado Bancorp Inc. NASDAQ Lakewood CO 26 01/02/96 SAIF Not Avail.
FFBH First Federal Bancshares of AR NASDAQ Harrison AR 13 05/03/96 SAIF Regular
FFBI First Financial Bancorp Inc. NASDAQ Belvidere IL 2 10/04/93 SAIF Regular
FFBS FFBS BanCorp Inc. NASDAQ Columbus MS 3 07/01/93 SAIF Regular
FFBZ First Federal Bancorp Inc. NASDAQ Zanesville OH 6 07/13/92 SAIF Regular
FFCH First Financial Holdings Inc. NASDAQ Charleston SC 33 11/10/83 SAIF Regular
FFDB FirstFed Bancorp Inc. NASDAQ Bessemer AL 8 11/19/91 SAIF Regular
FFDF FFD Financial Corp. NASDAQ Dover OH 1 04/03/96 SAIF Regular
FFED Fidelity Federal Bancorp NASDAQ Evansville IN 4 08/31/87 SAIF Regular
FFES First Federal of East Hartford NASDAQ East Hartford CT 12 06/23/87 SAIF Regular
FFFC FFVA Financial Corp. NASDAQ Lynchburg VA 12 10/12/94 SAIF Regular
FFFD North Central Bancshares Inc. NASDAQ Fort Dodge IA 4 03/21/96 SAIF Not Avail.
FFFG F.F.O. Financial Group Inc. NASDAQ St. Cloud FL 11 10/13/88 SAIF Regular
FFFL Fidelity Bankshares Inc. (MHC) NASDAQ West Palm Beach FL 20 01/07/94 SAIF Mutual HC
FFHC First Financial Corp. NASDAQ Stevens Point WI 128 12/24/80 SAIF Regular
FFHH FSF Financial Corp. NASDAQ Hutchinson MN 11 10/07/94 SAIF Regular
FFHS First Franklin Corporation NASDAQ Cincinnati OH 7 01/26/88 SAIF Regular
FFIC Flushing Financial Corp. NASDAQ Flushing NY 7 11/21/95 BIF Regular
FFKY First Federal Financial Corp. NASDAQ Elizabethtown KY 8 07/15/87 SAIF Regular
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
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--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FFLC FFLC Bancorp Inc. NASDAQ Leesburg FL 9 01/04/94 SAIF Regular
FFOH Fidelity Financial of Ohio NASDAQ Cincinnati OH 11 03/04/96 SAIF Not Avail.
FFPB First Palm Beach Bancorp Inc. NASDAQ West Palm Beach FL 44 09/29/93 SAIF Regular
FFSL First Independence Corp. NASDAQ Independence KS 2 10/08/93 SAIF Regular
FFSX First Fed SB of Siouxland(MHC) NASDAQ Sioux City IA 13 07/13/92 SAIF Mutual HC
FFWC FFW Corp. NASDAQ Wabash IN 4 04/05/93 SAIF Regular
FFWD Wood Bancorp Inc. NASDAQ Bowling Green OH 7 08/31/93 SAIF Regular
FFYF FFY Financial Corp. NASDAQ Youngstown OH 10 06/28/93 SAIF Regular
FGHC First Georgia Holding Inc. NASDAQ Brunswick GA 7 02/11/87 SAIF Regular
FIBC Financial Bancorp Inc. NASDAQ Long Island City NY 5 08/17/94 SAIF Regular
FISB First Indiana Corporation NASDAQ Indianapolis IN 26 08/02/83 SAIF Regular
FKFS First Keystone Financial NASDAQ Media PA 5 01/26/95 SAIF Regular
FKKY Frankfort First Bancorp Inc. NASDAQ Frankfort KY 3 07/10/95 SAIF Regular
FLAG FLAG Financial Corp. NASDAQ LaGrange GA 4 12/11/86 SAIF Regular
FLFC First Liberty Financial Corp. NASDAQ Macon GA 31 12/06/83 SAIF Regular
FLGS Flagstar Bancorp Inc. NASDAQ Bloomfield Hills MI 19 NA SAIF Not Avail.
FLKY First Lancaster Bancshares NASDAQ Lancaster KY 1 07/01/96 SAIF Regular
FMBD First Mutual Bancorp Inc. NASDAQ Decatur IL 12 07/05/95 SAIF Regular
FMCO FMS Financial Corporation NASDAQ Burlington NJ 19 12/14/88 SAIF Regular
FMSB First Mutual Savings Bank NASDAQ Bellevue WA 8 12/17/85 BIF Regular
FNGB First Northern Capital Corp. NASDAQ Green Bay WI 20 12/29/83 SAIF Regular
FOBC Fed One Bancorp NASDAQ Wheeling WV 9 01/19/95 SAIF Not Avail.
FPRY First Financial Bancorp NASDAQ Tallahassee FL 6 03/29/88 SAIF Regular
FRC First Republic Bancorp NYSE San Francisco CA 13 NA BIF Not Avail.
FSBI Fidelity Bancorp Inc. NASDAQ Pittsburgh PA 8 06/24/88 SAIF Regular
FSFC First Southeast Financial Corp NASDAQ Anderson SC 11 10/08/93 SAIF Regular
FSLA First Savings Bank (MHC) NASDAQ Woodbridge NJ 17 07/10/92 SAIF Mutual HC
FSNJ Bayonne Bancshares Inc. NASDAQ Bayonne NJ 4 08/22/97 SAIF Mutual HC
FSPG First Home Bancorp Inc. NASDAQ Pennsville NJ 10 04/20/87 SAIF Regular
FSPT FirstSpartan Financial Corp. NASDAQ Spartanburg SC 5 07/09/97 SAIF Regular
FSSB First FS&LA of San Bernardino NASDAQ San Bernardino CA 4 02/02/93 SAIF Regular
FSTC First Citizens Corp. NASDAQ Newnan GA 9 03/01/86 SAIF Regular
FTF Texarkana First Financial Corp AMSE Texarkana AR 5 07/07/95 SAIF Regular
FTFC First Federal Capital Corp. NASDAQ La Crosse WI 45 11/02/89 SAIF Regular
FTNB Fulton Bancorp Inc. NASDAQ Fulton MO 2 10/18/96 SAIF Regular
FTSB Fort Thomas Financial Corp. NASDAQ Fort Thomas KY 2 06/28/95 SAIF Regular
FWWB First SB of Washington Bancorp NASDAQ Walla Walla WA 21 11/01/95 SAIF Regular
GAF GA Financial Inc. AMSE Pittsburgh PA 13 03/26/96 SAIF Regular
GBCI Glacier Bancorp Inc. NASDAQ Kalispell MT 18 03/30/84 SAIF Regular
GDVS Greater Delaware Valley (MHC) NASDAQ Broomall PA 7 03/03/95 SAIF Mutual HC
GDW Golden West Financial NYSE Oakland CA 249 05/29/59 SAIF Not Avail.
GFCO Glenway Financial Corp. NASDAQ Cincinnati OH 5 11/30/90 SAIF Regular
GFED Guaranty Federal SB (MHC) NASDAQ Springfield MO 4 04/10/95 SAIF Mutual HC
GFSB GFS Bancorp Inc. NASDAQ Grinnell IA 1 01/06/94 SAIF Regular
GOSB GSB Financial Corp. NASDAQ Goshen NY 2 07/09/97 BIF Regular
GPT GreenPoint Financial Corp. NYSE New York NY 74 01/28/94 BIF Regular
GRTR Greater New York Savings Bank NASDAQ New York NY 14 06/17/87 BIF Regular
GSB Golden State Bancorp Inc. NYSE Glendale CA 171 10/01/83 SAIF Regular
GSBC Great Southern Bancorp Inc. NASDAQ Springfield MO 25 12/14/89 SAIF Regular
GSFC Green Street Financial Corp. NASDAQ Fayetteville NC 3 04/04/96 SAIF Regular
GSLA GS Financial Corp. NASDAQ Metairie LA 3 04/01/97 SAIF Regular
GTFN Great Financial Corporation NASDAQ Louisville KY 45 03/31/94 SAIF Regular
GTPS Great American Bancorp NASDAQ Champaign IL 3 06/30/95 SAIF Regular
GUPB GFSB Bancorp Inc. NASDAQ Gallup NA 1 06/30/95 SAIF Regular
GWBC Gateway Bancorp Inc. NASDAQ Catlettsburg KY 2 01/18/95 SAIF Regular
HALL Hallmark Capital Corp. NASDAQ West Allis WI 3 01/03/94 SAIF Regular
HARB Harbor Florida Bancorp (MHC) NASDAQ Fort Pierce FL 23 01/06/94 SAIF Mutual HC
HARL Harleysville Savings Bank NASDAQ Harleysville PA 4 08/04/87 SAIF Regular
HARS Harris Savings Bank (MHC) NASDAQ Harrisburg PA 33 01/25/94 SAIF Mutual HC
HAVN Haven Bancorp Inc. NASDAQ Woodhaven NY 30 09/23/93 SAIF Regular
HBBI Home Building Bancorp NASDAQ Washington IN 2 02/08/95 SAIF Regular
HBEI Home Bancorp of Elgin Inc. NASDAQ Elgin IL 5 09/27/96 SAIF Regular
HBFW Home Bancorp NASDAQ Fort Wayne IN 9 03/30/95 SAIF Regular
HBNK Highland Federal Bank FSB NASDAQ Burbank CA 8 NA SAIF Not Avail.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
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--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
HBS Haywood Bancshares Inc. AMSE Waynesville NC 4 12/18/87 BIF Not Avail.
HCBB HCB Bancshares Inc. NASDAQ Camden AR 6 05/07/97 SAIF Regular
HCFC Home City Financial Corp. NASDAQ Springfield OH 1 12/30/96 SAIF Regular
HEMT HF Bancorp Inc. NASDAQ Hemet CA 19 06/30/95 SAIF Regular
HFFB Harrodsburg First Fin Bancorp NASDAQ Harrodsburg KY 2 10/04/95 SAIF Regular
HFFC HF Financial Corp. NASDAQ Sioux Falls SD 19 04/08/92 SAIF Regular
HFGI Harrington Financial Group NASDAQ Richmond IN 4 NA SAIF Not Avail.
HFNC HFNC Financial Corp. NASDAQ Charlotte NC 9 12/29/95 SAIF Regular
HFSA Hardin Bancorp Inc. NASDAQ Hardin MO 3 09/29/95 SAIF Regular
HHFC Harvest Home Financial Corp. NASDAQ Cheviot OH 3 10/10/94 SAIF Regular
HIFS Hingham Instit. for Savings NASDAQ Hingham MA 5 12/20/88 BIF Regular
HMCI HomeCorp Inc. NASDAQ Rockford IL 9 06/22/90 SAIF Regular
HMLK Hemlock Federal Financial Corp NASDAQ Oak Forest IL 3 04/02/97 SAIF Regular
HMNF HMN Financial Inc. NASDAQ Spring Valley MN 7 06/30/94 SAIF Regular
HOMF Home Federal Bancorp NASDAQ Seymour IN 16 01/23/88 SAIF Regular
HPBC Home Port Bancorp Inc. NASDAQ Nantucket MA 2 08/25/88 BIF Regular
HRBF Harbor Federal Bancorp Inc. NASDAQ Baltimore MD 9 08/12/94 SAIF Regular
HRZB Horizon Financial Corp. NASDAQ Bellingham WA 12 08/01/86 BIF Regular
HTHR Hawthorne Financial Corp. NASDAQ El Segundo CA 6 NA SAIF Not Avail.
HVFD Haverfield Corp. NASDAQ Cleveland OH 10 03/19/85 SAIF Regular
HWEN Home Financial Bancorp NASDAQ Spencer IN 1 07/02/96 SAIF Regular
HZFS Horizon Financial Svcs Corp. NASDAQ Oskaloosa IA 3 06/30/94 SAIF Regular
IBSF IBS Financial Corp. NASDAQ Cherry Hill NJ 10 10/13/94 SAIF Regular
IFSB Independence Federal Svgs Bank NASDAQ Washington DC 2 06/06/85 SAIF Regular
INBI Industrial Bancorp NASDAQ Bellevue OH 10 08/01/95 SAIF Regular
INCB Indiana Community Bank SB NASDAQ Lebanon IN 3 12/15/94 SAIF Regular
IPSW Ipswich Savings Bank NASDAQ Ipswich MA 5 05/26/93 BIF Regular
ISBF ISB Financial Corporation NASDAQ New Iberia LA 27 04/07/95 SAIF Regular
ITLA ITLA Capital Corp. NASDAQ La Jolla CA 6 10/24/95 BIF Not Avail.
IWBK InterWest Bancorp Inc. NASDAQ Oak Harbor WA 38 NA SAIF Not Avail.
JOAC Joachim Bancorp Inc. NASDAQ De Soto MO 1 12/28/95 SAIF Regular
JSB JSB Financial Inc. NYSE Lynbrook NY 13 06/27/90 BIF Regular
JSBA Jefferson Savings Bancorp NASDAQ Ballwin MO 32 04/08/93 SAIF Regular
JXSB Jacksonville Savings Bk (MHC) NASDAQ Jacksonville IL 4 04/21/95 SAIF Mutual HC
JXVL Jacksonville Bancorp Inc. NASDAQ Jacksonville TX 6 04/01/96 SAIF Not Avail.
KFBI Klamath First Bancorp NASDAQ Klamath Falls OR 33 10/05/95 SAIF Regular
KNK Kankakee Bancorp Inc. AMSE Kankakee IL 9 01/06/93 SAIF Regular
KSAV KS Bancorp Inc. NASDAQ Kenly NC 4 12/30/93 SAIF Regular
KSBK KSB Bancorp Inc. NASDAQ Kingfield ME 8 06/24/93 BIF Regular
KYF Kentucky First Bancorp Inc. AMSE Cynthiana KY 2 08/29/95 SAIF Regular
LARK Landmark Bancshares Inc. NASDAQ Dodge City KS 5 03/28/94 SAIF Regular
LARL Laurel Capital Group Inc. NASDAQ Allison Park PA 6 02/20/87 SAIF Regular
LFBI Little Falls Bancorp Inc. NASDAQ Little Falls NJ 6 01/05/96 SAIF Regular
LFCO Life Financial Corp. NASDAQ Riverside CA 5 NA SAIF Not Avail.
LFED Leeds Federal Savings Bk (MHC) NASDAQ Baltimore MD 1 05/02/94 SAIF Mutual HC
LIFB Life Bancorp Inc. NASDAQ Norfolk VA 20 10/11/94 SAIF Regular
LISB Long Island Bancorp Inc. NASDAQ Melville NY 35 04/18/94 SAIF Regular
LOGN Logansport Financial Corp. NASDAQ Logansport IN 1 06/14/95 SAIF Regular
LONF London Financial Corporation NASDAQ London OH 1 04/01/96 SAIF Regular
LSBI LSB Financial Corp. NASDAQ Lafayette IN 4 02/03/95 BIF Regular
LSBX Lawrence Savings Bank NASDAQ North Andover MA 5 05/02/86 BIF Regular
LVSB Lakeview Financial NASDAQ West Paterson NJ 8 12/22/93 SAIF Regular
LXMO Lexington B&L Financial Corp. NASDAQ Lexington MO 1 06/06/96 SAIF Regular
MAFB MAF Bancorp Inc. NASDAQ Clarendon Hills IL 21 01/12/90 SAIF Regular
MARN Marion Capital Holdings NASDAQ Marion IN 2 03/18/93 SAIF Regular
MASB MASSBANK Corp. NASDAQ Reading MA 15 05/28/86 BIF Regular
MBB MSB Bancorp Inc. AMSE Goshen NY 16 09/03/92 BIF Regular
MBBC Monterey Bay Bancorp Inc. NASDAQ Watsonville CA 7 02/15/95 SAIF Regular
MBLF MBLA Financial Corp. NASDAQ Macon MO 2 06/24/93 SAIF Regular
MBSP Mitchell Bancorp Inc. NASDAQ Spruce Pine NC 1 07/12/96 SAIF Regular
MCBN Mid-Coast Bancorp Inc. NASDAQ Waldoboro ME 2 11/02/89 SAIF Regular
MCBS Mid Continent Bancshares Inc. NASDAQ El Dorado KS 10 06/27/94 SAIF Regular
MDBK Medford Savings Bank NASDAQ Medford MA 16 03/18/86 BIF Regular
MECH Mechanics Savings Bank NASDAQ Hartford CT 14 06/26/96 BIF Regular
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
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--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MERI Meritrust Federal SB NASDAQ Thibodaux LA 8 NA SAIF Not Avail.
METF Metropolitan Financial Corp. NASDAQ Mayfield Heights OH 15 NA SAIF Not Avail.
MFBC MFB Corp. NASDAQ Mishawaka IN 5 03/25/94 SAIF Regular
MFCX Marshalltown Financial Corp. NASDAQ Marshalltown IA 3 03/31/94 SAIF Regular
MFFC Milton Federal Financial Corp. NASDAQ West Milton OH 2 10/07/94 SAIF Regular
MFLR Mayflower Co-operative Bank NASDAQ Middleboro MA 4 12/23/87 BIF Regular
MFSL Maryland Federal Bancorp NASDAQ Hyattsville MD 26 06/02/87 SAIF Regular
MGNL Magna Bancorp Inc. NASDAQ Hattiesburg MS 62 03/13/91 SAIF Regular
MIFC Mid-Iowa Financial Corp. NASDAQ Newton IA 6 10/14/92 SAIF Regular
MIVI Mississippi View Holding Co. NASDAQ Little Falls MN 1 03/24/95 SAIF Regular
MLBC ML Bancorp Inc. NASDAQ Villanova PA 26 08/11/94 SAIF Regular
MONT Montgomery Financial Corp. NASDAQ Crawfordsville IN 4 07/01/97 SAIF Mutual HC
MRKF Market Financial Corp. NASDAQ Mount Healthy OH 2 03/27/97 SAIF Regular
MSBF MSB Financial Inc. NASDAQ Marshall MI 2 02/06/95 SAIF Regular
MSBK Mutual Savings Bank FSB NASDAQ Bay City MI 22 07/17/92 SAIF Regular
MWBI Midwest Bancshares Inc. NASDAQ Burlington IA 4 11/12/92 SAIF Regular
MWBX MetroWest Bank NASDAQ Framingham MA 11 10/10/86 BIF Regular
MWFD Midwest Federal Financial NASDAQ Baraboo WI 9 07/08/92 SAIF Regular
NASB North American Savings Bank NASDAQ Grandview MO 7 09/27/85 SAIF Not Avail.
NBN Northeast Bancorp AMSE Portland ME 8 08/19/87 BIF Regular
NBSI North Bancshares Inc. NASDAQ Chicago IL 2 12/21/93 SAIF Regular
NEIB Northeast Indiana Bancorp NASDAQ Huntington IN 3 06/28/95 SAIF Regular
NHTB New Hampshire Thrift Bncshrs NASDAQ New London NH 10 05/22/86 SAIF Regular
NASB NewMil Bancorp Inc. NASDAQ New Milford CT 14 02/01/86 BIF Regular
NSLB NS&L Bancorp Inc. NASDAQ Neosho MO 2 06/08/95 SAIF Regular
NSSB Norwich Financial Corp. NASDAQ Norwich CT 17 11/14/86 BIF Regular
NSSY Norwalk Savings Society NASDAQ Norwalk CT 7 06/16/94 BIF Regular
NTMG Nutmeg Federal S&LA NASDAQ Danbury CT 3 NA SAIF Not Avail.
NWEQ Northwest Equity Corp. NASDAQ Amery WI 3 10/11/94 SAIF Regular
NWSB Northwest Savings Bank (MHC) NASDAQ Warren PA 57 11/07/94 SAIF Mutual HC
NYB New York Bancorp Inc. NYSE Douglaston NY 33 01/28/88 SAIF Regular
OCFC Ocean Financial Corp. NASDAQ Toms River NJ 10 07/03/96 SAIF Regular
OCN Ocwen Financial Corp. NYSE West Palm Beach FL 1 NA SAIF Not Avail.
OFCP Ottawa Financial Corp. NASDAQ Holland MI 26 08/19/94 SAIF Regular
OHSL OHSL Financial Corp. NASDAQ Cincinnati OH 5 02/10/93 SAIF Regular
PALM Palfed Inc. NASDAQ Aiken SC 22 12/15/85 SAIF Regular
PAMM PacificAmerica Money Center NASDAQ Woodland Hills CA 1 06/25/96 BIF Not Avail.
PBCI Pamrapo Bancorp Inc. NASDAQ Bayonne NJ 8 11/14/89 SAIF Regular
PBCT People's Bank (MHC) NASDAQ Bridgeport CT 106 07/06/88 BIF Mutual HC
PBHC Oswego City Savings Bk (MHC) NASDAQ Oswego NY 5 11/16/95 BIF Mutual HC
PBKB People's Bancshares Inc. NASDAQ New Bedford MA 14 10/30/86 BIF Regular
PCBC Perry County Financial Corp. NASDAQ Perryville MO 1 02/13/95 SAIF Regular
PCCI Pacific Crest Capital NASDAQ Agoura Hills CA 3 NA BIF Not Avail.
PDB Piedmont Bancorp Inc. AMSE Hillsborough NC 1 12/08/95 SAIF Regular
PEEK Peekskill Financial Corp. NASDAQ Peekskill NY 3 12/29/95 SAIF Regular
PERM Permanent Bancorp Inc. NASDAQ Evansville IN 12 04/04/94 SAIF Regular
PERT Perpetual Bank (MHC) NASDAQ Anderson SC 6 10/26/93 SAIF Mutual HC
PETE Primary Bank NASDAQ Peterborough NH 9 10/14/93 BIF Regular
PFDC Peoples Bancorp NASDAQ Auburn IN 6 07/07/87 SAIF Regular
PFED Park Bancorp Inc. NASDAQ Chicago IL 3 08/12/96 SAIF Regular
PFFB PFF Bancorp Inc. NASDAQ Pomona CA 23 03/29/96 SAIF Regular
PFFC Peoples Financial Corp. NASDAQ Massillon OH 2 09/13/96 SAIF Regular
PFNC Progress Financial Corp. NASDAQ Blue Bell PA 10 07/18/83 SAIF Regular
PFSB PennFed Financial Services Inc NASDAQ West Orange NJ 17 07/15/94 SAIF Regular
PFSL Pocahontas FS&LA (MHC) NASDAQ Pocahontas AR 6 04/05/94 SAIF Mutual HC
PHBK Peoples Heritage Finl Group NASDAQ Portland ME 135 12/04/86 BIF Regular
PHFC Pittsburgh Home Financial Corp NASDAQ Pittsburgh PA 7 04/01/96 SAIF Regular
PHSB Peoples Home Savings Bk (MHC) NASDAQ Beaver Falls PA 9 07/10/97 SAIF Mutual HC
PKPS Poughkeepsie Financial Corp. NASDAQ Poughkeepsie NY 15 11/19/85 SAIF Regular
PLSK Pulaski Savings Bank (MHC) NASDAQ Springfield NJ 6 04/03/97 SAIF Mutual HC
PMFI Perpetual Midwest Financial NASDAQ Cedar Rapids IA 5 03/31/94 SAIF Regular
PRBC Prestige Bancorp Inc. NASDAQ Pleasant Hills PA 3 06/27/96 SAIF Regular
PROV Provident Financial Holdings NASDAQ Riverside CA 9 06/28/96 SAIF Regular
PSBK Progressive Bank Inc. NASDAQ Fishkill NY 17 08/01/84 BIF Regular
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Corporate
--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PSFC Peoples-Sidney Financial Corp. NASDAQ Sidney OH 1 04/28/97 SAIF Regular
PSFI PS Financial Inc. NASDAQ Chicago IL 1 11/27/96 SAIF Regular
PTRS Potters Financial Corp. NASDAQ East Liverpool OH 4 12/31/93 SAIF Regular
PULB Pulaski Bank, Svgs Bank (MHC) NASDAQ St. Louis MO 5 05/11/94 SAIF Mutual HC
PULS Pulse Bancorp NASDAQ South River NJ 4 09/18/86 SAIF Regular
PVFC PVF Capital Corp. NASDAQ Bedford Heights OH 9 12/30/92 SAIF Supervisory
PVSA Parkvale Financial Corporation NASDAQ Monroeville PA 29 07/16/87 SAIF Regular
PWBC PennFirst Bancorp Inc. NASDAQ Ellwood City PA 11 06/13/90 SAIF Regular
PWBK Pennwood Bancorp Inc. NASDAQ Pittsburgh PA 3 07/15/96 SAIF Regular
QCBC Quaker City Bancorp Inc. NASDAQ Whittier CA 8 12/30/93 SAIF Regular
QCFB QCF Bancorp Inc. NASDAQ Virginia MN 2 04/03/95 SAIF Regular
QCSB Queens County Bancorp Inc. NASDAQ Flushing NY 10 11/23/93 BIF Regular
RARB Raritan Bancorp Inc. NASDAQ Raritan NJ 6 03/01/87 BIF Regular
RCSB RCSB Financial Inc. NASDAQ Rochester NY 38 04/29/86 BIF Regular
REDF RedFed Bancorp Inc. NASDAQ Redlands CA 14 04/08/94 SAIF Regular
RELI Reliance Bancshares Inc. NASDAQ Milwaukee WI 1 04/19/96 SAIF Regular
RELY Reliance Bancorp Inc. NASDAQ Garden City NY 28 03/31/94 SAIF Regular
RIVR River Valley Bancorp NASDAQ Madison IN 6 12/20/96 SAIF Regular
ROSE TR Financial Corp. NASDAQ Garden City NY 15 06/29/93 BIF Regular
RSLN Roslyn Bancorp Inc. NASDAQ Roslyn NY 8 01/13/97 BIF Regular
RVSB Riverview Savings Bank (MHC) NASDAQ Camas WA 9 10/26/93 SAIF Mutual HC
SBFL SB of the Finger Lakes (MHC) NASDAQ Geneva NY 4 11/11/94 SAIF Mutual HC
SBOS Boston Bancorp (The) NASDAQ South Boston MA 7 11/09/83 BIF Regular
SCBS Southern Community Bancshares NASDAQ Cullman AL 1 12/23/96 SAIF Regular
SCCB S. Carolina Community Bancshrs NASDAQ Winnsboro SC 3 07/07/94 SAIF Regular
SECP Security Capital Corp. NASDAQ Milwaukee WI 42 01/03/94 SAIF Regular
SFED SFS Bancorp Inc. NASDAQ Schenectady NY 4 06/30/95 SAIF Regular
SFFC StateFed Financial Corporation NASDAQ Des Moines IA 2 01/05/94 SAIF Regular
SFIN Statewide Financial Corp. NASDAQ Jersey City NJ 16 10/02/95 SAIF Regular
SFNB Security First Network Bank NASDAQ Atlanta GA 1 NA SAIF Not Avail.
SFSB SuburbFed Financial Corp. NASDAQ Flossmoor IL 12 03/04/92 SAIF Regular
SFSL Security First Corp. NASDAQ Mayfield Heights OH 14 01/22/88 SAIF Regular
SGVB SGV Bancorp Inc. NASDAQ West Covina CA 8 06/29/95 SAIF Regular
SHEN First Shenango Bancorp Inc. NASDAQ New Castle PA 4 04/06/93 SAIF Regular
SISB SIS Bancorp Inc. NASDAQ Springfield MA 24 02/08/95 BIF Regular
SKAN Skaneateles Bancorp Inc. NASDAQ Skaneateles NY 8 06/02/86 BIF Regular
SKBO First Carnegie Deposit (MHC) NASDAQ Carnegie PA 3 04/04/97 SAIF Mutual HC
SMBC Southern Missouri Bancorp Inc. NASDAQ Poplar Bluff MO 8 04/13/94 SAIF Regular
SMFC Sho-Me Financial Corp. NASDAQ Mt. Vernon MO 8 07/01/94 SAIF Regular
SOBI Sobieski Bancorp Inc. NASDAQ South Bend IN 3 03/31/95 SAIF Regular
SOPN First Savings Bancorp Inc. NASDAQ Southern Pines NC 5 01/06/94 SAIF Regular
SOSA Somerset Savings Bank NASDAQ Somerville MA 5 07/09/86 BIF Regular
SPBC St. Paul Bancorp Inc NASDAQ Chicago IL 52 05/18/87 SAIF Regular
SRN Southern Banc Company Inc. AMSE Gadsden AL 4 10/05/95 SAIF Regular
SSB Scotland Bancorp Inc AMSE Laurinburg NC 2 04/01/96 SAIF Regular
SSFC South Street Financial Corp. NASDAQ Albemarle NC 2 10/03/96 SAIF Regular
SSM Stone Street Bancorp Inc. AMSE Mocksville NC 2 04/01/96 SAIF Regular
STFR St. Francis Capital Corp. NASDAQ Milwaukee WI 23 06/21/93 SAIF Regular
STND Standard Financial Inc. NASDAQ Chicago IL 14 08/01/94 SAIF Regular
STSA Sterling Financial Corp. NASDAQ Spokane WA 41 NA SAIF Not Avail.
SVRN Sovereign Bancorp Inc. NASDAQ Wyomissing PA 149 08/12/86 SAIF Regular
SWBI Southwest Bancshares NASDAQ Hometown IL 6 06/24/92 SAIF Regular
SWCB Sandwich Co-operative Bank NASDAQ Sandwich MA 11 07/25/86 BIF Regular
SZB SouthFirst Bancshares Inc. AMSE Sylacauga AL 2 02/14/95 SAIF Regular
TBK Tolland Bank AMSE Tolland CT 7 12/19/86 BIF Regular
THR Three Rivers Financial Corp. AMSE Three Rivers MI 4 08/24/95 SAIF Regular
THRD TF Financial Corporation NASDAQ Newtown PA 14 07/13/94 SAIF Regular
TPNZ Tappan Zee Financial Inc. NASDAQ Tarrytown NY 1 10/05/95 SAIF Regular
TRIC Tri-County Bancorp Inc. NASDAQ Torrington WY 2 09/30/93 SAIF Regular
TSBS Peoples Bancorp Inc. (MHC) NASDAQ Lawrenceville NJ 14 08/03/95 BIF Mutual HC
TSH Teche Holding Co. AMSE Franklin LA 9 04/19/95 SAIF Regular
TWIN Twin City Bancorp NASDAQ Bristol TN 3 01/04/95 SAIF Regular
UBMT United Financial Corp. NASDAQ Great Falls MT 4 09/23/86 SAIF Regular
UFRM United Federal Savings Bank NASDAQ Rocky Mount NC 13 07/01/80 SAIF Regular
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Corporate
--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
USAB USABancshares, Inc. NASDAQ Philadelphia PA 1 NA BIF Not Avail.
VABF Virginia Beach Fed. Financial NASDAQ Virginia Beach VA 14 11/01/80 SAIF Not Avail.
VFFC Virginia First Financial Corp. NASDAQ Petersburg VA 24 01/01/78 SAIF Not Avail.
WAMU Washington Mutual Inc. NASDAQ Seattle WA 523 03/11/83 BIF Regular
WAYN Wayne Savings & Loan Co. (MHC) NASDAQ Wooster OH 6 06/25/93 SAIF Mutual HC
WBST Webster Financial Corp. NASDAQ Waterbury CT 83 12/12/86 SAIF Regular
WCBI Westco Bancorp NASDAQ Westchester IL 1 06/26/92 SAIF Regular
WCFB Webster City Federal SB (MHC) NASDAQ Webster City IA 1 08/15/94 SAIF Mutual HC
WEFC Wells Financial Corp. NASDAQ Wells MN 7 04/11/95 SAIF Regular
WEHO Westwood Homestead Fin. Corp. NASDAQ Cincinnati OH 2 09/30/96 SAIF Regular
WES Westcorp NYSE Irvine CA 26 05/01/86 SAIF Not Avail.
WFI Winton Financial Corp. AMSE Cincinnati OH 5 08/04/88 SAIF Regular
WFSG Wilshire Financial Services NASDAQ Portland OR 2 12/19/96 SAIF Not Avail.
WFSL Washington Federal Inc. NASDAQ Seattle WA 104 11/17/82 SAIF Regular
WHGB WHG Bancshares Corp. NASDAQ Lutherville MD 5 04/01/96 SAIF Regular
WOFC Western Ohio Financial Corp. NASDAQ Springfield OH 10 07/29/94 SAIF Regular
WRNB Warren Bancorp Inc. NASDAQ Peabody MA 6 07/09/86 BIF Regular
WSB Washington Savings Bank, FSB AMSE Waldorf MD 4 NA SAIF Not Avail.
WSFS WSFS Financial Corporation NASDAQ Wilmington DE 16 11/26/86 BIF Regular
WSTR WesterFed Financial Corp. NASDAQ Missoula MT 35 01/10/94 SAIF Regular
WVFC WVS Financial Corp. NASDAQ Pittsburgh PA 5 11/29/93 SAIF Regular
WWFC Westwood Financial Corporation NASDAQ Westwood NJ 2 06/07/96 SAIF Not Avail.
WYNE Wayne Bancorp Inc. NASDAQ Wayne NJ 5 06/27/96 SAIF Regular
YFCB Yonkers Financial Corporation NASDAQ Yonkers NY 4 04/18/96 SAIF Regular
YFED York Financial Corp. NASDAQ York PA 22 02/01/84 SAIF Regular
-------------------------------------------------------------------------
Average 409
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Corporate
--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. NASDAQ Albion NY 2 07/26/93 SAIF Regular
ATSB AmTrust Capital Corp. NASDAQ Peru IN 2 03/28/95 SAIF Regular
CLAS Classic Bancshares Inc. NASDAQ Ashland KY 3 12/29/95 SAIF Regular
FFDF FFD Financial Corp. NASDAQ Dover OH 1 04/03/96 SAIF Regular
HFFB Harrodsburg First Fin Bancorp NASDAQ Harrodsburg KY 2 10/04/95 SAIF Regular
HZFS Horizon Financial Svcs Corp. NASDAQ Oskaloosa IA 3 06/30/94 SAIF Regular
LXMO Lexington B&L Financial Corp. NASDAQ Lexington MO 1 06/06/96 SAIF Regular
NBSI North Bancshares Inc. NASDAQ Chicago IL 2 12/21/93 SAIF Regular
PRBC Prestige Bancorp Inc. NASDAQ Pleasant Hills PA 3 06/27/96 SAIF Regular
SOBI Sobieski Bancorp Inc. NASDAQ South Bend IN 3 03/31/95 SAIF Regular
SZB SouthFirst Bancshares Inc. AMSE Sylacauga AL 2 02/14/95 SAIF Regular
-------------------------------------------------------------------------
Average 11
Maximum
Minimum
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CAL California Federal Bank, a FSB 30,876,284 124.48 67.16 53.95 34.54
CCMD Chevy Chase Bank, FSB 6,167,982 72.67 56.98 78.42 11.47
AABC Access Anytime Bancorp, Inc. 104,653 55.84 51.10 91.51 0.29
AADV Advantage Bancorp Inc. 1,019,510 87.47 56.28 64.34 24.50
ABBK Abington Bancorp Inc. 501,256 97.38 60.34 61.97 30.20
ABCL Alliance Bancorp Inc. 1,404,263 100.21 72.86 72.70 16.28
ABCW Anchor BanCorp Wisconsin 1,925,866 114.52 78.87 68.87 23.23
AFBC Advance Financial Bancorp 103,578 107.58 82.37 76.57 7.49
AFCB Affiliated Community Bancorp 1,090,431 101.35 62.87 62.03 27.57
AFED AFSALA Bancorp Inc. 159,181 55.4 47.07 84.96 0.95
AFFFZ America First Financial Fund 2,190,646 78.65 67.82 86.23 4.54
AHCI Ambanc Holding Co. 484,979 83.26 55.99 67.25 18.11
AHM Ahmanson & Company (H.F.) 47,532,068 95.04 65.47 68.88 23.24
ALBC Albion Banc Corp. 68,628 93.78 71.50 76.24 13.50
ALBK ALBANK Financial Corp. 3,602,227 87.49 72.53 82.91 3.69
AMFC AMB Financial Corp. 94,179 108.84 75.67 69.53 14.33
ANA Acadiana Bancshares Inc. 267,000 104.30 74.02 70.97 10.96
ANBK American National Bancorp 505,318 99.12 64.64 65.21 24.13
ANDB Andover Bancorp Inc. 1,250,943 96.83 71.23 73.56 17.68
ASBI Ameriana Bancorp 397,730 89.66 73.66 82.16 5.46
ASBP ASB Financial Corp. 112,264 83.51 66.77 79.95 3.01
ASFC Astoria Financial Corp. 7,664,495 67.88 40.25 59.30 31.91
ATSB AmTrust Capital Corp. 71,031 99.62 71.64 71.92 17.12
AVND Avondale Financial Corp. 607,273 91.05 57.29 62.92 25.14
BANC BankAtlantic Bancorp Inc. 2,730,474 110.92 71.83 64.75 26.60
BDJI First Federal Bancorporation 110,589 64.71 48.18 74.46 13.38
BFD BostonFed Bancorp Inc. 975,922 133.98 79.87 59.61 30.88
BFFC Big Foot Financial Corp. 212,245 69.60 41.04 58.97 21.96
BFSB Bedford Bancshares Inc. 135,455 116.16 85.79 73.86 10.70
BKC American Bank of Connecticut 605,857 81.16 59.96 73.88 17.31
BKCT Bancorp Connecticut Inc. 428,362 83.30 60.64 72.79 16.02
BKUNA BankUnited Financial Corp. 1,807,192 135.29 82.42 60.92 24.75
BNKU Bank United Corp. 11,439,050 158.30 72.65 45.89 43.99
BPLS Bank Plus Corp. 3,534,002 105.38 80.56 76.45 16.12
BSBC Branford Savings Bank 186,555 74.94 65.63 87.58 1.61
BTHL Bethel Bancorp 218,187 114.79 77.14 67.20 22.23
BVCC Bay View Capital Corp. 3,096,213 147.59 75.23 50.97 41.72
BWFC Bank West Financial Corp. 155,675 110.82 73.22 66.07 18.63
BYFC Broadway Financial Corp. 122,245 91.92 80.87 87.98 0.00
CAFI Camco Financial Corp. 489,833 111.65 84.57 75.75 13.35
CAPS Capital Savings Bancorp Inc. 242,518 111.64 78.73 70.53 19.17
CASB Cascade Financial Corp. 368,126 126.12 83.87 66.50 25.39
CASH First Midwest Financial Inc. 374,824 108.06 69.21 64.04 23.54
CATB Catskill Financial Corp. 284,238 62.94 44.12 70.10 3.31
CBCI Calumet Bancorp Inc. 496,561 106.81 76.17 71.31 11.07
CBES CBES Bancorp Inc. 95,219 120.99 90.20 74.55 5.25
CBK Citizens First Financial Corp. 271,573 115.64 84.33 72.92 11.93
CBSA Coastal Bancorp Inc. 2,964,082 98.47 45.34 46.04 48.80
CBSB Charter Financial Inc. 393,268 106.54 74.28 69.72 14.83
CCFH CCF Holding Company 100,801 105.60 81.76 77.42 9.72
CEBK Central Co-operative Bank 344,420 88.08 68.13 77.36 11.90
CENB Century Bancorp Inc. 99,948 85.80 59.65 69.53 0.00
CENF CENFED Financial Corp. 2,295,523 101.89 68.54 67.27 26.78
CFB Commercial Federal Corp. 7,096,665 121.20 74.78 61.70 30.77
CFBC Community First Banking Co. 450,650 78.91 63.32 80.24 3.74
CFCP Coastal Financial Corp. 502,761 120.29 79.43 66.03 26.58
CFFC Community Financial Corp. 175,414 132.84 88.79 66.84 18.24
CFNC Carolina Fincorp Inc. 111,515 94.41 70.91 75.11 0.45
CFSB CFSB Bancorp Inc. 845,438 133.77 88.66 66.28 24.18
CFTP Community Federal Bancorp 209,035 94.93 60.37 63.59 6.71
CFX CFX Corp. 1,859,030 103.37 69.97 67.69 23.92
CIBI Community Investors Bancorp 92,304 105.51 83.34 78.99 8.46
CKFB CKF Bancorp Inc. 60,812 131.25 91.11 69.42 5.32
CLAS Classic Bancshares Inc. 130,525 87.73 66.61 75.93 8.41
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CMRN Cameron Financial Corp 208,105 141.36 84.79 59.98 16.94
CMSB Commonwealth Bancorp Inc. 2,288,986 81.38 54.00 66.36 20.65
CMSV Community Savings FA (MHC) 699,787 76.31 58.95 77.24 9.22
CNIT CENIT Bancorp Inc. 709,550 95.48 68.71 71.96 20.18
CNSB CNS Bancorp Inc. 98,351 89.13 66.40 74.50 0.00
CNY Carver Bancorp Inc. 413,777 87.99 57.32 65.14 26.11
COFI Charter One Financial 14,564,703 116.77 62.35 53.40 38.18
CONE Conestoga Bancorp, Inc. 494,348 28.70 23.21 80.86 2.02
COOP Cooperative Bankshares Inc. 352,438 99.67 80.03 80.30 11.41
CRZY Crazy Woman Creek Bancorp 54,275 97.48 51.47 52.80 20.41
CSA Coast Savings Financial 9,102,743 95.95 67.59 70.45 23.37
CSBF CSB Financial Group Inc. 48,844 74.99 55.73 74.31 0.00
CTZN CitFed Bancorp Inc. 3,097,515 109.92 61.24 55.71 36.61
CVAL Chester Valley Bancorp Inc. 323,673 99.71 80.33 80.56 9.51
DCBI Delphos Citizens Bancorp Inc. 107,166 104.80 74.25 70.85 0.00
DIBK Dime Financial Corp. 873,878 51.53 44.57 86.49 4.92
DIME Dime Community Bancorp Inc. 1,315,026 77.91 57.08 73.26 10.61
DME Dime Bancorp Inc. 20,087,176 88.66 58.86 66.39 26.40
DNFC D & N Financial Corp. 1,608,837 116.07 73.61 63.42 29.77
DSL Downey Financial Corp. 5,885,670 116.96 92.03 78.68 13.55
EBSI Eagle Bancshares 848,490 104.65 71.43 68.25 19.34
EFBC Empire Federal Bancorp Inc. 108,566 66.68 40.36 60.52 0.92
EFBI Enterprise Federal Bancorp 264,266 126.44 69.79 55.20 32.16
EGFC Eagle Financial Corp. 2,013,359 82.30 56.63 68.81 20.40
EGLB Eagle BancGroup Inc. 174,310 92.20 69.49 75.37 12.08
EIRE Emerald Isle Bancorp Inc. 425,014 80.38 68.51 85.23 7.22
EMLD Emerald Financial Corp. 603,080 87.17 75.47 86.58 5.10
EQSB Equitable Federal Savings Bank 308,197 87.64 69.79 79.63 14.44
ESBK Elmira Savings Bank (The) 227,828 83.09 75.63 91.03 2.00
ESX Essex Bancorp Inc. 190,085 108.75 83.53 76.81 14.24
ETFS East Texas Financial Services 112,697 61.43 48.68 79.24 1.74
FAB FirstFed America Bancorp Inc. 1,020,876 121.96 86.76 71.13 14.81
FBBC First Bell Bancorp Inc. 714,366 111.56 79.68 71.42 15.12
FBCI Fidelity Bancorp Inc. 489,843 113.79 77.90 68.46 18.68
FBCV 1ST Bancorp 270,490 121.79 64.98 53.35 37.08
FBER 1st Bergen Bancorp 284,765 57.50 43.27 75.25 9.60
FBHC Fort Bend Holding Corp. 318,668 60.34 50.85 84.28 5.70
FBNW FirstBank Corp. 154,143 112.69 82.01 72.78 17.92
FBSI First Bancshares Inc. 163,973 114.36 82.08 71.77 14.37
FCB Falmouth Co-Operative Bank 93,838 72.70 54.43 74.87 0.81
FCBF FCB Financial Corp. 526,203 128.08 77.31 60.36 22.27
FCME First Coastal Corp. 152,386 88.68 68.35 77.07 13.55
FDEF First Defiance Financial 552,225 111.92 77.70 69.43 8.58
FED FirstFed Financial Corp. 4,193,203 162.79 76.11 46.75 47.32
FESX First Essex Bancorp Inc. 1,245,415 98.72 57.78 58.53 32.88
FFBA First Colorado Bancorp Inc. 1,510,376 96.74 73.37 75.85 9.43
FFBH First Federal Bancshares of AR 535,204 93.72 77.77 82.99 1.12
FFBI First Financial Bancorp Inc. 84,531 79.68 64.59 81.07 9.11
FFBS FFBS BanCorp Inc. 130,762 89.92 71.38 79.38 0.00
FFBZ First Federal Bancorp Inc. 201,262 134.02 85.95 64.13 27.55
FFCH First Financial Holdings Inc. 1,667,178 129.87 83.29 64.13 27.92
FFDB FirstFed Bancorp Inc. 176,528 80.41 71.11 88.44 0.57
FFDF FFD Financial Corp. 85,286 97.24 62.33 64.10 10.06
FFED Fidelity Federal Bancorp 250,285 113.22 84.05 74.24 19.53
FFES First Federal of East Hartford 983,594 31.27 18.42 58.90 34.09
FFFC FFVA Financial Corp. 558,886 80.89 59.30 73.31 13.06
FFFD North Central Bancshares Inc. 212,869 128.09 81.99 64.01 12.47
FFFG F.F.O. Financial Group Inc. 323,020 82.41 71.78 87.10 4.39
FFFL Fidelity Bankshares Inc. (MHC) 999,289 94.64 73.83 78.01 11.51
FFHC First Financial Corp. 5,931,501 79.46 60.52 76.16 15.31
FFHH FSF Financial Corp. 378,233 119.41 65.35 54.73 33.28
FFHS First Franklin Corporation 226,944 77.75 68.34 87.89 2.73
FFIC Flushing Financial Corp. 860,031 80.56 55.31 68.66 14.67
FFKY First Federal Financial Corp. 377,380 117.12 87.31 74.55 11.00
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FFLC FFLC Bancorp Inc. 387,097 90.65 70.69 77.98 7.75
FFOH Fidelity Financial of Ohio 524,743 100.88 82.76 82.04 4.28
FFPB First Palm Beach Bancorp Inc. 1,666,396 91.77 67.59 73.65 17.69
FFSL First Independence Corp. 110,876 98.53 66.00 66.99 21.01
FFSX First Fed SB of Siouxland(MHC) 468,568 104.99 73.21 69.73 20.59
FFWC FFW Corp. 180,056 98.81 63.72 64.49 24.88
FFWD Wood Bancorp Inc. 163,918 109.41 80.46 73.54 13.28
FFYF FFY Financial Corp. 599,249 102.99 77.38 75.13 9.97
FGHC First Georgia Holding Inc. 156,383 105.35 85.03 80.71 8.85
FIBC Financial Bancorp Inc. 282,485 73.84 54.73 74.12 15.21
FISB First Indiana Corporation 1,520,762 117.07 84.21 71.93 17.29
FKFS First Keystone Financial 320,797 82.17 58.59 71.31 19.42
FKKY Frankfort First Bancorp Inc. 132,451 141.24 91.66 64.90 16.61
FLAG FLAG Financial Corp. 221,926 86.05 69.94 81.28 7.61
FLFC First Liberty Financial Corp. 1,288,919 93.15 68.83 73.89 17.43
FLGS Flagstar Bancorp Inc. 1,596,289 157.37 89.15 56.65 26.13
FLKY First Lancaster Bancshares 40,448 159.08 86.38 54.30 10.34
FMBD First Mutual Bancorp Inc. 417,695 93.25 73.58 78.90 7.06
FMCO FMS Financial Corporation 554,925 65.42 56.01 85.61 6.84
FMSB First Mutual Savings Bank 432,034 101.49 80.97 79.77 11.95
FNGB First Northern Capital Corp. 637,725 119.73 89.72 74.94 12.12
FOBC Fed One Bancorp 356,718 61.64 44.24 71.77 16.55
FPRY First Financial Bancorp 240,379 88.86 77.63 87.36 5.41
FRC First Republic Bancorp 2,238,033 140.78 88.35 62.76 29.11
FSBI Fidelity Bancorp Inc. 363,302 74.48 48.92 65.69 26.26
FSFC First Southeast Financial Corp 334,751 92.78 78.38 84.48 4.48
FSLA First Savings Bank (MHC) 1,032,809 67.71 53.44 78.93 10.69
FSNJ Bayonne Bancshares Inc. 602,201 53.32 39.21 73.53 16.78
FSPG First Home Bancorp Inc. 522,396 88.70 52.47 59.16 33.74
FSPT FirstSpartan Financial Corp. 388,311 103.08 89.77 87.09 0.00
FSSB First FS&LA of San Bernardino 103,674 75.29 71.56 95.05 0.00
FSTC First Citizens Corp. 338,857 92.52 76.61 82.80 5.11
FTF Texarkana First Financial Corp 171,358 103.60 84.72 81.78 0.91
FTFC First Federal Capital Corp. 1,571,981 111.91 76.88 68.70 23.76
FTNB Fulton Bancorp Inc. 99,464 127.14 85.77 67.46 6.54
FTSB Fort Thomas Financial Corp. 96,940 124.04 90.05 72.60 9.95
FWWB First SB of Washington Bancorp 1,074,166 129.63 66.56 51.35 32.96
GAF GA Financial Inc. 749,748 61.19 37.44 61.18 22.52
GBCI Glacier Bancorp Inc. 567,610 123.89 72.03 58.14 29.76
GDVS Greater Delaware Valley (MHC) 244,384 80.75 62.15 76.96 11.09
GDW Golden West Financial 39,095,082 133.29 81.95 61.48 30.27
GFCO Glenway Financial Corp. 287,088 106.00 83.76 79.02 9.79
GFED Guaranty Federal SB (MHC) 199,554 105.99 80.34 75.79 9.10
GFSB GFS Bancorp Inc. 92,063 132.86 85.94 64.69 22.77
GOSB GSB Financial Corp. 154,649 NA NA 62.41 0.00
GPT GreenPoint Financial Corp. 13,300,046 73.82 62.04 84.04 1.78
GRTR Greater New York Savings Bank 2,579,098 59.67 38.02 63.71 26.73
GSB Golden State Bancorp Inc. 16,218,259 128.98 74.42 57.69 34.33
GSBC Great Southern Bancorp Inc. 707,841 130.48 84.66 64.88 25.52
GSFC Green Street Financial Corp. 174,605 117.35 72.88 62.10 0.00
GSLA GS Financial Corp. 123,245 80.11 37.51 46.82 6.49
GTFN Great Financial Corporation 3,046,227 106.99 66.51 62.16 27.40
GTPS Great American Bancorp 136,977 94.74 73.57 77.65 0.00
GUPB GFSB Bancorp Inc. 86,911 82.01 52.16 63.61 18.93
GWBC Gateway Bancorp Inc. 63,828 45.52 33.04 72.57 0.00
HALL Hallmark Capital Corp. 409,820 97.80 67.18 68.69 22.47
HARB Harbor Florida Bancorp (MHC) 1,116,718 91.75 74.35 81.03 9.00
HARL Harleysville Savings Bank 336,666 89.80 72.79 81.05 10.78
HARS Harris Savings Bank (MHC) 2,044,294 76.42 43.46 56.87 33.87
HAVN Haven Bancorp Inc. 1,781,545 79.55 55.20 69.39 23.16
HBBI Home Building Bancorp 45,064 80.40 62.83 78.14 8.21
HBEI Home Bancorp of Elgin Inc. 352,577 112.76 79.66 70.65 1.42
HBFW Home Bancorp 334,862 95.19 81.78 85.92 0.00
HBNK Highland Federal Bank FSB 504,381 109.32 79.66 72.87 18.34
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
HBS Haywood Bancshares Inc. 150,416 96.18 74.69 77.65 6.98
HCBB HCB Bancshares Inc. 180,417 63.16 54.19 85.79 5.54
HCFC Home City Financial Corp. 68,235 108.24 78.99 72.98 5.87
HEMT HF Bancorp Inc. 984,749 NA NA 85.27 5.08
HFFB Harrodsburg First Fin Bancorp 108,950 102.71 73.91 71.96 0.00
HFFC HF Financial Corp. 561,664 107.14 79.77 74.45 13.31
HFGI Harrington Financial Group 446,797 69.15 21.08 30.48 63.02
HFNC HFNC Financial Corp. 895,394 150.04 74.37 49.57 30.94
HFSA Hardin Bancorp Inc. 108,018 75.38 51.76 68.66 17.59
HHFC Harvest Home Financial Corp. 87,596 79.16 51.58 65.15 22.43
HIFS Hingham Instit. for Savings 217,586 104.60 76.01 72.67 15.83
HMCI HomeCorp Inc. 331,608 88.11 80.95 91.88 0.60
HMLK Hemlock Federal Financial Corp 164,913 44.11 34.63 78.50 0.91
HMNF HMN Financial Inc. 566,865 95.57 61.60 64.46 20.17
HOMF Home Federal Bancorp 682,796 110.63 85.52 77.30 13.53
HPBC Home Port Bancorp Inc. 198,748 125.20 82.61 65.98 22.60
HRBF Harbor Federal Bancorp Inc. 216,370 86.74 68.38 78.84 6.24
HRZB Horizon Financial Corp. 518,661 95.31 78.74 82.61 0.00
HTHR Hawthorne Financial Corp. 863,096 98.07 85.72 87.41 6.08
HVFD Haverfield Corp. 346,157 110.43 86.47 78.30 10.40
HWEN Home Financial Bancorp 42,508 131.32 80.81 61.53 21.17
HZFS Horizon Financial Svcs Corp. 85,969 91.02 61.03 67.05 22.22
IBSF IBS Financial Corp. 733,344 36.08 27.79 77.04 4.85
IFSB Independence Federal Svgs Bank 258,460 79.51 61.17 76.93 15.03
INBI Industrial Bancorp 346,596 114.30 87.32 76.40 5.19
INCB Indiana Community Bank SB 91,329 90.47 78.66 86.95 0.00
IPSW Ipswich Savings Bank 189,379 91.28 73.64 80.68 12.14
ISBF ISB Financial Corporation 947,107 79.96 65.57 82.00 4.99
ITLA ITLA Capital Corp. 850,201 102.31 82.91 81.04 7.23
IWBK InterWest Bancorp Inc. 1,832,582 94.61 60.61 64.06 28.48
JOAC Joachim Bancorp Inc. 34,938 98.81 69.59 70.43 0.00
JSB JSB Financial Inc. 1,531,115 79.56 58.86 73.97 0.00
JSBA Jefferson Savings Bancorp 1,292,021 91.00 75.80 83.29 6.75
JXSB Jacksonville Savings Bk (MHC) 162,746 90.73 79.48 87.60 0.15
JXVL Jacksonville Bancorp Inc. 226,182 NA NA 82.06 0.88
KFBI Klamath First Bancorp 727,903 127.99 73.18 57.18 21.42
KNK Kankakee Bancorp Inc. 341,678 84.40 68.65 81.35 7.00
KSAV KS Bancorp Inc. 106,121 107.99 85.31 79.00 6.60
KSBK KSB Bancorp Inc. 145,888 104.44 74.98 71.79 19.44
KYF Kentucky First Bancorp Inc. 88,959 88.91 55.41 62.32 20.20
LARK Landmark Bancshares Inc. 228,100 107.40 67.53 62.87 21.98
LARL Laurel Capital Group Inc. 211,987 84.81 70.02 82.56 5.21
LFBI Little Falls Bancorp Inc. 299,989 57.38 43.07 75.05 11.17
LFCO Life Financial Corp. 195,290 98.61 68.94 69.91 5.12
LFED Leeds Federal Savings Bk (MHC) 281,899 75.56 61.67 81.62 0.24
LIFB Life Bancorp Inc. 1,488,257 89.20 44.26 49.62 38.95
LISB Long Island Bancorp Inc. 5,908,737 98.33 61.68 62.73 25.64
LOGN Logansport Financial Corp. 83,152 98.87 71.82 72.64 5.41
LONF London Financial Corporation 38,240 100.24 77.55 77.37 2.09
LSBI LSB Financial Corp. 194,117 131.61 88.68 67.38 23.55
LSBX Lawrence Savings Bank 366,318 63.97 43.58 68.12 22.11
LVSB Lakeview Financial 481,646 56.35 43.70 77.55 12.20
LXMO Lexington B&L Financial Corp. 59,236 107.94 76.69 71.05 0.00
MAFB MAF Bancorp Inc. 3,321,464 111.28 77.11 69.30 21.12
MARN Marion Capital Holdings 173,304 123.23 86.59 70.26 4.75
MASB MASSBANK Corp. 905,417 32.04 28.25 88.19 0.10
MBB MSB Bancorp Inc. 813,902 49.66 43.98 88.55 0.03
MBBC Monterey Bay Bancorp Inc. 412,810 80.11 61.81 77.16 10.85
MBLF MBLA Financial Corp. 234,824 124.64 54.12 43.42 43.81
MBSP Mitchell Bancorp Inc. 33,038 160.59 85.90 53.49 0.00
MCBN Mid-Coast Bancorp Inc. 59,739 117.77 83.57 70.96 19.99
MCBS Mid Continent Bancshares Inc. 408,590 92.61 55.99 60.45 28.41
MDBK Medford Savings Bank 1,072,557 69.40 53.36 76.88 13.64
MECH Mechanics Savings Bank 823,575 83.18 66.62 80.09 8.49
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MERI Meritrust Federal SB 228,485 58.88 53.16 90.29 0.00
METF Metropolitan Financial Corp. 821,280 104.49 84.55 80.92 12.79
MFBC MFB Corp. 248,241 111.63 75.33 67.48 17.69
MFCX Marshalltown Financial Corp. 127,528 59.70 49.81 83.44 0.00
MFFC Milton Federal Financial Corp. 199,886 87.20 60.50 69.38 16.82
MFLR Mayflower Co-operative Bank 125,671 73.08 58.45 79.98 9.55
MFSL Maryland Federal Bancorp 1,157,445 125.32 87.42 69.75 19.74
MGNL Magna Bancorp Inc. 1,353,242 102.53 69.35 67.64 19.10
MIFC Mid-Iowa Financial Corp. 125,541 81.26 52.80 64.98 24.29
MIVI Mississippi View Holding Co. 69,775 81.70 64.81 79.33 0.00
MLBC ML Bancorp Inc. 2,071,285 100.16 43.70 43.63 45.88
MONT Montgomery Financial Corp. 93,627 115.47 89.62 77.61 11.14
MRKF Market Financial Corp. 56,578 72.14 45.80 63.48 0.00
MSBF MSB Financial Inc. 74,698 165.90 92.63 55.83 25.94
MSBK Mutual Savings Bank FSB 673,398 71.78 43.14 60.10 31.92
MWBI Midwest Bancshares Inc. 146,542 82.34 60 72.87 19.45
MWBX MetroWest Bank 566,517 93.51 77.48 82.86 8.79
MWFD Midwest Federal Financial 207,050 96.58 74.49 77.13 12.99
NASB North American Savings Bank 736,585 125.19 86.56 69.14 22.12
NBN Northeast Bancorp 247,525 128.03 80.00 62.49 29.03
NBSI North Bancshares Inc. 119,586 108.41 64.94 59.90 23.25
NEIB Northeast Indiana Bancorp 176,309 178.79 88.96 49.76 34.60
NHTB New Hampshire Thrift Bncshrs 315,280 98.89 82.76 83.69 7.93
NASB NewMil Bancorp Inc. 323,061 62.31 53.11 85.24 4.02
NSLB NS&L Bancorp Inc. 59,711 75.61 55.74 73.72 5.02
NSSB Norwich Financial Corp. 712,699 80.92 68.81 85.04 2.51
NSSY Norwalk Savings Society 663,668 104.64 67.81 64.81 26.37
NTMG Nutmeg Federal S&LA 102,438 106.37 88.13 82.85 5.24
NWEQ Northwest Equity Corp. 96,891 124.23 81.05 65.24 22.59
NWSB Northwest Savings Bank (MHC) 2,091,363 94.47 74.12 78.46 10.68
NYB New York Bancorp Inc. 3,283,653 119.70 61.64 51.50 41.03
OCFC Ocean Financial Corp. 1,448,122 76.21 50.56 66.35 16.76
OCN Ocwen Financial Corp. 2,786,879 84.47 66.64 78.89 10.30
OFCP Ottawa Financial Corp. 861,334 115.53 85.33 73.86 16.13
OHSL OHSL Financial Corp. 230,035 95.77 72.64 75.85 12.52
PALM Palfed Inc. 664,863 97.56 82.50 84.56 6.41
PAMM PacificAmerica Money Center 136,110 97.01 62.09 64.01 2.41
PBCI Pamrapo Bancorp Inc. 370,987 68.48 55.81 81.50 3.94
PBCT People's Bank (MHC) 7,870,000 95.87 68.11 71.05 19.07
PBHC Oswego City Savings Bk (MHC) 190,899 70.88 58.89 83.09 4.46
PBKB People's Bancshares Inc. 585,678 82.58 47.31 57.30 33.62
PCBC Perry County Financial Corp. 81,105 21.97 16.44 74.83 5.55
PCCI Pacific Crest Capital 371,126 74.46 61.18 82.17 9.94
PDB Piedmont Bancorp Inc. 122,761 118.98 82.25 69.13 13.44
PEEK Peekskill Financial Corp. 182,560 34.84 25.27 72.53 0.00
PERM Permanent Bancorp Inc. 433,239 76.32 49.98 65.49 24.40
PERT Perpetual Bank (MHC) 256,211 90.61 68.28 75.36 10.93
PETE Primary Bank 431,683 79.63 57.47 72.18 20.35
PFDC Peoples Bancorp 287,564 95.85 79.92 83.38 0.99
PFED Park Bancorp Inc. 175,569 53.49 39.00 72.92 3.42
PFFB PFF Bancorp Inc. 2,631,413 109.87 71.97 65.51 22.99
PFFC Peoples Financial Corp. 86,486 84.64 60.45 71.43 0.00
PFNC Progress Financial Corp. 418,658 97.20 70.10 72.11 19.00
PFSB PennFed Financial Services Inc 1,321,751 101.73 70.67 69.47 21.81
PFSL Pocahontas FS&LA (MHC) 378,700 109.61 40.83 37.25 55.33
PHBK Peoples Heritage Finl Group 5,591,180 92.37 69.61 75.37 14.10
PHFC Pittsburgh Home Financial Corp 256,265 124.69 67.52 54.15 32.86
PHSB Peoples Home Savings Bk (MHC) 214,759 55.61 46.83 84.21 0.98
PKPS Poughkeepsie Financial Corp. 880,196 109.12 74.37 68.15 22.03
PLSK Pulaski Savings Bank (MHC) 177,348 67.66 57.02 84.27 3.23
PMFI Perpetual Midwest Financial 397,229 103.02 79.14 76.82 13.14
PRBC Prestige Bancorp Inc. 135,721 102.58 67.19 65.50 22.31
PROV Provident Financial Holdings 615,500 106.98 88.43 82.66 1.11
PSBK Progressive Bank Inc. 878,823 74.79 67.90 90.79 0.00
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PSFC Peoples-Sidney Financial Corp. 93,734 106.43 92.40 86.82 2.67
PSFI PS Financial Inc. 82,662 87.09 44.28 50.84 5.44
PTRS Potters Financial Corp. 121,189 76.51 62.76 82.03 8.11
PULB Pulaski Bank, Svgs Bank (MHC) 180,232 95.56 79.58 83.28 1.22
PULS Pulse Bancorp 520,203 29.55 23.46 79.39 11.71
PVFC PVF Capital Corp. 356,251 121.66 93.42 76.79 14.41
PVSA Parkvale Financial Corporation 991,239 82.29 73.15 88.90 2.04
PWBC PennFirst Bancorp Inc. 816,954 84.41 40.41 47.87 42.90
PWBK Pennwood Bancorp Inc. 49,981 76.11 54.54 71.67 8.93
QCBC Quaker City Bancorp Inc. 801,402 118.11 81.53 69.03 19.68
QCFB QCF Bancorp Inc. 149,637 56.99 39.97 70.13 10.59
QCSB Queens County Bancorp Inc. 1,466,906 124.22 87.32 70.29 14.79
RARB Raritan Bancorp Inc. 379,428 76.04 66.90 87.98 2.68
RCSB RCSB Financial Inc. 4,104,367 94.89 54.16 57.08 29.87
REDF RedFed Bancorp Inc. 912,237 98.43 86.80 88.19 1.58
RELI Reliance Bancshares Inc. 47,009 158.84 59.45 37.43 12.76
RELY Reliance Bancorp Inc. 1,976,764 63.68 46.26 72.65 17.80
RIVR River Valley Bancorp 140,442 98.29 81.20 82.61 3.56
ROSE TR Financial Corp. 3,551,783 78.18 52.76 67.49 24.21
RSLN Roslyn Bancorp Inc. 3,159,301 38.81 21.76 56.06 21.91
RVSB Riverview Savings Bank (MHC) 229,652 92.04 67.58 73.43 14.28
SBFL SB of the Finger Lakes (MHC) 216,700 57.15 46 80.49 8.82
SBOS Boston Bancorp (The) 1,715,070 24.42 19.25 78.85 7.61
SCBS Southern Community Bancshares 70,370 75.43 58.98 78.19 0.00
SCCB S. Carolina Community Bancshrs 46,412 105.88 77.65 73.34 0.00
SECP Security Capital Corp. 3,673,401 119.86 76.78 64.06 16.89
SFED SFS Bancorp Inc. 172,849 84.38 72.25 85.62 0.00
SFFC StateFed Financial Corporation 85,679 NA NA 58.76 22.18
SFIN Statewide Financial Corp. 673,214 73.72 49.11 66.62 22.86
SFNB Security First Network Bank 78,653 18.26 10.24 56.08 1.38
SFSB SuburbFed Financial Corp. 426,705 85.29 63.56 74.51 17.49
SFSL Security First Corp. 653,226 126.63 90.14 71.18 18.39
SGVB SGV Bancorp Inc. 409,340 99.22 69.89 70.44 21.34
SHEN First Shenango Bancorp Inc. 411,417 97.46 63.55 65.20 22.62
SISB SIS Bancorp Inc. 1,434,545 65.22 46.17 70.78 19.54
SKAN Skaneateles Bancorp Inc. 247,697 101.38 85.28 84.12 7.37
SKBO First Carnegie Deposit (MHC) 147,122 80.07 42.40 52.96 28.84
SMBC Southern Missouri Bancorp Inc. 165,688 85.32 64.02 75.03 8.17
SMFC Sho-Me Financial Corp. 328,803 144.87 88.02 60.76 29.30
SOBI Sobieski Bancorp Inc. 81,754 103.28 75.02 72.64 11.62
SOPN First Savings Bancorp Inc. 294,217 94.38 65.54 69.44 6.80
SOSA Somerset Savings Bank 514,502 87.17 76.58 87.85 4.95
SPBC St. Paul Bancorp Inc 4,611,394 95.74 68.41 71.46 18.41
SRN Southern Banc Company Inc. 104,978 NA NA 82.46 0.00
SSB Scotland Bancorp Inc 69,479 113.46 69.32 61.10 0.00
SSFC South Street Financial Corp. 241,744 77.97 45.88 58.84 14.48
SSM Stone Street Bancorp Inc. 106,115 129.54 81.51 62.93 0.00
STFR St. Francis Capital Corp. 1,645,539 68.28 43.76 64.09 26.85
STND Standard Financial Inc. 2,574,675 86.04 61.32 71.27 16.86
STSA Sterling Financial Corp. 1,686,395 103.44 59.12 57.16 35.72
SVRN Sovereign Bancorp Inc. 10,898,572 116.84 62.79 53.74 39.87
SWBI Southwest Bancshares 378,325 98.35 72.36 73.57 13.44
SWCB Sandwich Co-operative Bank 501,894 87.47 70.02 80.05 11.07
SZB SouthFirst Bancshares Inc. 97,283 114.80 73.80 64.29 19.01
TBK Tolland Bank 238,227 68.88 61.76 89.66 3.11
THR Three Rivers Financial Corp. 91,165 101.03 66.49 65.81 19.02
THRD TF Financial Corporation 640,746 68.97 49.61 71.92 15.35
TPNZ Tappan Zee Financial Inc. 124,150 56.31 45.75 81.25 0.00
TRIC Tri-County Bancorp Inc. 89,457 79.63 41.70 52.36 31.40
TSBS Peoples Bancorp Inc. (MHC) 631,000 79.26 61.28 77.31 4.75
TSH Teche Holding Co. 406,253 123.89 84.95 68.56 17.35
TWIN Twin City Bancorp 107,345 85.05 71.61 84.20 0.93
UBMT United Financial Corp. 105,600 46.46 32.59 70.13 5.63
UFRM United Federal Savings Bank 275,530 90.13 80.07 88.84 0.00
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
USAB USABancshares, Inc. 48,303 54.38 43.42 79.84 8.71
VABF Virginia Beach Fed. Financial 617,818 123.17 77.10 62.60 30.03
VFFC Virginia First Financial Corp. 817,313 124.32 90.53 72.81 18.01
WAMU Washington Mutual Inc. 48,763,153 136.35 67.06 49.18 44.51
WAYN Wayne Savings & Loan Co. (MHC) 254,230 98.46 82.42 83.71 6.30
WBST Webster Financial Corp. 5,943,766 89.74 60.49 67.41 26.02
WCBI Westco Bancorp 311,613 91.35 75.08 82.19 0.00
WCFB Webster City Federal SB (MHC) 94,699 76.73 57.85 75.40 0.29
WEFC Wells Financial Corp. 202,035 128.62 91.48 71.13 13.86
WEHO Westwood Homestead Fin. Corp. 134,655 124.70 76.43 61.29 9.10
WES Westcorp 3,678,193 93.99 51.03 54.29 21.81
WFI Winton Financial Corp. 317,392 117.25 86.50 73.77 18.24
WFSG Wilshire Financial Services 1,196,092 192.59 71.71 37.23 55.82
WFSL Washington Federal Inc. 5,760,385 146.15 72.81 49.82 36.31
WHGB WHG Bancshares Corp. 100,235 108.52 79.50 73.26 3.99
WOFC Western Ohio Financial Corp. 396,492 127.93 77.47 60.55 25.32
WRNB Warren Bancorp Inc. 358,021 72.30 63.47 87.79 0.93
WSB Washington Savings Bank, FSB 258,330 58.07 50.63 87.18 3.87
WSFS WSFS Financial Corporation 1,508,540 123.84 62.02 50.08 43.15
WSTR WesterFed Financial Corp. 955,639 100.64 66.44 66.02 20.85
WVFC WVS Financial Corp. 294,693 93.72 54.34 57.99 28.72
WWFC Westwood Financial Corporation 111,394 45.55 37.15 81.56 8.98
WYNE Wayne Bancorp Inc. 261,027 93.13 65.99 70.86 15.25
YFCB Yonkers Financial Corporation 288,089 51.38 36.41 70.87 13.84
YFED York Financial Corp. 1,162,393 101.61 86.82 85.44 3.98
-----------------------------------------------------
Average 1,392,682 95.58 66.95 71.35 14.70
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 68,628 93.78 71.50 76.24 13.50
ATSB AmTrust Capital Corp. 71,031 99.62 71.64 71.92 17.12
CLAS Classic Bancshares Inc. 130,525 87.73 66.61 75.93 8.41
FFDF FFD Financial Corp. 85,286 97.24 62.33 64.10 10.06
HFFB Harrodsburg First Fin Bancorp 108,950 102.71 73.91 71.96 0.00
HZFS Horizon Financial Svcs Corp. 85,969 91.02 61.03 67.05 22.22
LXMO Lexington B&L Financial Corp. 59,236 107.94 76.69 71.05 0.00
NBSI North Bancshares Inc. 119,586 108.41 64.94 59.90 23.25
PRBC Prestige Bancorp Inc. 135,721 102.58 67.19 65.50 22.31
SOBI Sobieski Bancorp Inc. 81,754 103.28 75.02 72.64 11.62
SZB SouthFirst Bancshares Inc. 97,283 114.80 73.80 64.29 19.01
-----------------------------------------------------
Average 94,906 100.83 69.51 69.14 13.41
Maximum 135,721 114.80 76.69 76.24 23.25
Minimum 59,236 87.73 61.03 59.90 0.00
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CAL California Federal Bank, a FSB 7.38 5.23 30.65 5.63 8.67 11.72
CCMD Chevy Chase Bank, FSB 5.60 5.02 10.86 6.48 7.19 13.21
AABC Access Anytime Bancorp, Inc. 7.45 7.45 0.00 7.16 7.92 17.13
AADV Advantage Bancorp Inc. 9.21 8.67 6.51 6.41 9.78 14.90
ABBK Abington Bancorp Inc. 6.92 6.27 9.93 6.18 7.34 13.48
ABCL Alliance Bancorp Inc. 8.91 8.81 1.26 7.77 9.30 15.15
ABCW Anchor BanCorp Wisconsin 6.22 6.11 1.88 5.63 7.39 10.53
AFBC Advance Financial Bancorp 15.45 15.45 0.00 15.44 15.78 26.03
AFCB Affiliated Community Bancorp 9.78 9.73 0.58 9.98 10.53 19.18
AFED AFSALA Bancorp Inc. 13.47 13.47 0.00 13.48 14.15 32.75
AFFFZ America First Financial Fund 8.44 8.35 1.23 7.32 8.77 16.66
AHCI Ambanc Holding Co. 12.94 12.94 0.00 10.00 13.72 23.85
AHM Ahmanson & Company (H.F.) 5.18 4.60 11.88 5.78 6.00 11.1
ALBC Albion Banc Corp. 8.73 8.73 0.00 NA 9.12 NA
ALBK ALBANK Financial Corp. 9.20 8.14 12.60 7.23 9.92 12.80
AMFC AMB Financial Corp. 14.96 14.96 0.00 12.50 15.36 24.40
ANA Acadiana Bancshares Inc. 17.37 17.37 0.00 13.78 18.37 27.19
ANBK American National Bancorp 8.97 8.97 0.00 8.26 9.72 17.37
ANDB Andover Bancorp Inc. 8.06 8.06 0.00 8.2 9.06 15.01
ASBI Ameriana Bancorp 10.96 10.95 0.08 10.07 11.24 19.04
ASBP ASB Financial Corp. 15.56 15.56 0.00 11.86 16.29 27.32
ASFC Astoria Financial Corp. 7.83 6.66 16.01 5.69 8.02 15.98
ATSB AmTrust Capital Corp. 10.17 10.07 1.07 10.20 10.83 16.58
AVND Avondale Financial Corp. 9.12 9.12 0.00 8.90 12.18 16.27
BANC BankAtlantic Bancorp Inc. 5.62 4.67 17.85 6.79 6.62 11.28
BDJI First Federal Bancorporation 10.87 10.87 0.00 9.64 11.24 19.07
BFD BostonFed Bancorp Inc. 8.79 8.52 3.31 NA 9.38 NA
BFFC Big Foot Financial Corp. 16.98 16.98 0.00 12.27 17.13 35.4
BFSB Bedford Bancshares Inc. 14.16 14.16 0.00 12.45 14.64 22.92
BKC American Bank of Connecticut 8.29 7.98 4.01 NA 9.16 NA
BKCT Bancorp Connecticut Inc. 10.25 10.25 0.00 10.19 11.45 16.29
BKUNA BankUnited Financial Corp. 5.61 4.94 12.63 8.08 5.78 14.04
BNKU Bank United Corp. 5.09 4.97 2.46 7.65 5.43 14.07
BPLS Bank Plus Corp. 5.07 5.06 0.18 6.15 6.76 11.75
BSBC Branford Savings Bank 9.28 9.28 0.00 9.29 11.29 17.56
BTHL Bethel Bancorp 8.48 7.36 14.28 7.38 9.63 13.39
BVCC Bay View Capital Corp. 6.34 5.37 16.08 5.54 7.47 10.26
BWFC Bank West Financial Corp. 14.51 14.51 0.00 12.20 14.66 23.37
BYFC Broadway Financial Corp. 10.75 10.75 0.00 8.69 11.57 15.22
CAFI Camco Financial Corp. 9.57 8.89 7.74 9.21 9.83 16.91
CAPS Capital Savings Bancorp Inc. 8.80 8.80 0.00 7.89 9.10 16.60
CASB Cascade Financial Corp. 6.13 6.13 0.00 6.19 6.92 10.79
CASH First Midwest Financial Inc. 11.40 10.23 11.42 9.20 12.04 14.90
CATB Catskill Financial Corp. 25.04 25.04 0.00 20.72 25.69 61.36
CBCI Calumet Bancorp Inc. 15.50 15.50 0.00 9.24 16.69 15.52
CBES CBES Bancorp Inc. 18.39 18.39 0.00 13.54 18.80 17.70
CBK Citizens First Financial Corp. 14.08 14.08 0.00 10.57 14.30 18.44
CBSA Coastal Bancorp Inc. 3.33 2.78 16.87 5.49 3.56 11.74
CBSB Charter Financial Inc. 14.47 13.02 11.52 11.65 15.06 21.47
CCFH CCF Holding Company 11.69 11.69 0.00 10.22 12.28 NA
CEBK Central Co-operative Bank 9.93 8.98 10.53 NA 10.75 NA
CENB Century Bancorp Inc. 29.94 29.94 0.00 19.10 30.48 43.47
CENF CENFED Financial Corp. 5.20 5.19 0.17 5.49 5.96 11.08
CFB Commercial Federal Corp. 6.00 5.36 11.31 6.47 6.69 13.81
CFBC Community First Banking Co. 15.40 15.22 1.37 10.30 15.92 17.00
CFCP Coastal Financial Corp. 6.17 6.17 0.00 6.08 7.09 10.94
CFFC Community Financial Corp. 13.71 13.71 0.00 11.61 14.29 17.48
CFNC Carolina Fincorp Inc. 22.82 22.82 0.00 NA 23.18 NA
CFSB CFSB Bancorp Inc. 7.62 7.62 0.00 7.33 8.16 13.14
CFTP Community Federal Bancorp 27.45 27.45 0.00 24.82 27.73 58.37
CFX CFX Corp. 7.44 6.99 6.45 7.49 8.30 13.29
CIBI Community Investors Bancorp 12.04 12.04 0.00 11.29 12.56 22.07
CKFB CKF Bancorp Inc. 23.96 23.96 0.00 20.96 24.15 36.66
CLAS Classic Bancshares Inc. 14.87 12.87 15.44 11.70 15.49 24.00
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CMRN Cameron Financial Corp 21.69 21.69 0.00 17.11 22.51 25.59
CMSB Commonwealth Bancorp Inc. 9.63 7.69 21.81 6.70 10.06 14.10
CMSV Community Savings FA (MHC) 11.24 11.24 0.00 11.30 11.61 23.49
CNIT CENIT Bancorp Inc. 7.24 6.69 8.17 NA 7.76 NA
CNSB CNS Bancorp Inc. 24.94 24.94 0.00 19.70 25.33 41.27
CNY Carver Bancorp Inc. 8.35 8.04 4.06 7.10 8.93 16.18
COFI Charter One Financial 6.71 6.31 6.37 5.36 7.16 10.59
CONE Conestoga Bancorp, Inc. 16.18 16.18 0.00 12.17 16.22 27.71
COOP Cooperative Bankshares Inc. 7.63 7.63 0.00 7.70 7.86 14.54
CRZY Crazy Woman Creek Bancorp 25.82 25.82 0.00 19.64 26.35 48.12
CSA Coast Savings Financial 4.92 4.86 1.27 5.33 5.84 11.07
CSBF CSB Financial Group Inc. 25.04 23.99 5.53 25.34 25.36 54.92
CTZN CitFed Bancorp Inc. 6.37 5.77 9.93 5.88 6.95 13.22
CVAL Chester Valley Bancorp Inc. 8.36 8.36 0.00 8.26 9.24 14.82
DCBI Delphos Citizens Bancorp Inc. 28.40 28.40 0.00 20.40 28.50 42.40
DIBK Dime Financial Corp. 7.96 7.72 3.22 8.13 9.37 20.58
DIME Dime Community Bancorp Inc. 14.52 12.76 13.85 9.87 15.33 19.99
DME Dime Bancorp Inc. 5.27 5.04 4.64 5.66 5.78 12.03
DNFC D & N Financial Corp. 5.58 5.52 1.06 5.12 6.26 9.45
DSL Downey Financial Corp. 6.93 6.84 1.39 6.24 7.46 12.05
EBSI Eagle Bancshares 8.30 8.30 0.00 6.41 8.98 10.30
EFBC Empire Federal Bancorp Inc. 37.36 37.36 0.00 23.94 37.55 66.91
EFBI Enterprise Federal Bancorp 11.96 11.95 0.09 11.30 12.16 20.30
EGFC Eagle Financial Corp. 6.87 5.44 21.92 7.69 7.36 17.83
EGLB Eagle BancGroup Inc. 11.85 11.85 0.00 9.69 12.38 17.59
EIRE Emerald Isle Bancorp Inc. 7.07 7.07 0.00 7.07 7.68 12.01
EMLD Emerald Financial Corp. 7.58 7.47 1.58 7.25 7.84 12.29
EQSB Equitable Federal Savings Bank 5.04 5.04 0.00 5.04 5.22 11.24
ESBK Elmira Savings Bank (The) 6.30 6.05 4.10 6.04 6.94 10.12
ESX Essex Bancorp Inc. 8.16 8.07 1.23 8.13 9.28 14.48
ETFS East Texas Financial Services 18.16 18.16 0.00 16.30 18.41 41.10
FAB FirstFed America Bancorp Inc. 12.16 12.16 0.00 10.23 13.12 19.72
FBBC First Bell Bancorp Inc. 9.82 9.82 0.00 9.49 9.92 21.86
FBCI Fidelity Bancorp Inc. 10.39 10.37 0.23 8.60 10.56 18.30
FBCV 1ST Bancorp 8.26 8.10 2.04 8.29 8.68 15.98
FBER 1st Bergen Bancorp 14.19 14.19 0.00 10.30 15.27 29.40
FBHC Fort Bend Holding Corp. 6.03 5.64 6.85 6.59 6.56 13.88
FBNW FirstBank Corp. 7.32 7.32 0.00 7.31 7.96 13.39
FBSI First Bancshares Inc. 13.54 13.53 0.14 NA 13.84 NA
FCB Falmouth Co-Operative Bank 23.88 23.88 0.00 24.16 24.41 44.13
FCBF FCB Financial Corp. 14.55 14.55 0.00 12.31 15.18 19.80
FCME First Coastal Corp. 9.23 9.23 0.00 9.16 10.95 16.33
FDEF First Defiance Financial 21.32 21.32 0.00 14.2 21.76 23.00
FED FirstFed Financial Corp. 4.83 4.78 1.12 5.93 6.70 11.68
FESX First Essex Bancorp Inc. 6.97 6.11 13.13 6.11 7.80 11.70
FFBA First Colorado Bancorp Inc. 12.92 12.77 1.35 11.59 13.20 22.14
FFBH First Federal Bancshares of AR 14.97 14.97 0.00 11.99 15.20 23.10
FFBI First Financial Bancorp Inc. 8.65 8.65 0.00 8.16 9.24 15.52
FFBS FFBS BanCorp Inc. 19.23 19.23 0.00 16.20 19.67 29.90
FFBZ First Federal Bancorp Inc. 7.55 7.54 0.11 6.74 8.41 11.44
FFCH First Financial Holdings Inc. 6.11 6.11 0.00 6.54 6.81 10.89
FFDB FirstFed Bancorp Inc. 9.42 8.65 8.84 8.67 9.83 15.60
FFDF FFD Financial Corp. 24.74 24.74 0.00 15.80 24.91 34.10
FFED Fidelity Federal Bancorp 5.14 5.14 0.00 6.63 5.85 10.89
FFES First Federal of East Hartford 6.43 6.43 0.00 6.66 6.69 22.00
FFFC FFVA Financial Corp. 13.18 12.94 2.10 10.16 13.76 20.69
FFFD North Central Bancshares Inc. 22.67 22.67 0.00 17.15 23.65 32.31
FFFG F.F.O. Financial Group Inc. 6.73 6.73 0.00 6.20 8.45 12.60
FFFL Fidelity Bankshares Inc. (MHC) 8.37 8.32 0.72 8.10 8.58 16.30
FFHC First Financial Corp. 7.13 6.95 2.60 6.58 7.51 14.19
FFHH FSF Financial Corp. 11.35 11.35 0.00 10.30 11.57 20.10
FFHS First Franklin Corporation 9.02 8.97 0.63 6.58 9.44 14.37
FFIC Flushing Financial Corp. 15.47 15.47 0.00 11.74 16.11 26.57
FFKY First Federal Financial Corp. 13.70 13.01 5.85 12.14 14.16 19.87
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FFLC FFLC Bancorp Inc. 13.48 13.48 0.00 10.90 13.79 23.10
FFOH Fidelity Financial of Ohio 12.94 11.60 11.74 9.90 13.25 19.30
FFPB First Palm Beach Bancorp Inc. 6.57 6.42 2.45 7.47 6.98 14.77
FFSL First Independence Corp. 10.43 10.43 0.00 8.33 11.03 19.44
FFSX First Fed SB of Siouxland(MHC) 8.29 8.23 0.84 8.25 8.68 17.00
FFWC FFW Corp. 9.52 8.66 9.89 6.62 9.84 12.71
FFWD Wood Bancorp Inc. 12.30 12.30 0.00 8.71 12.65 15.20
FFYF FFY Financial Corp. 13.71 13.71 0.00 9.56 14.21 17.04
FGHC First Georgia Holding Inc. 8.22 7.59 8.23 8.21 8.85 10.29
FIBC Financial Bancorp Inc. 9.36 9.32 0.50 7.32 9.85 18.86
FISB First Indiana Corporation 9.56 9.46 1.23 8.73 10.93 12.48
FKFS First Keystone Financial 7.31 7.31 0.00 7.33 7.80 16.92
FKKY Frankfort First Bancorp Inc. 17.18 17.18 0.00 25.88 17.26 50.81
FLAG FLAG Financial Corp. 9.58 9.58 0.00 9.07 11.62 14.30
FLFC First Liberty Financial Corp. 7.37 6.69 9.87 6.50 8.26 11.48
FLGS Flagstar Bancorp Inc. 7.23 NA NA 7.19 7.51 13.35
FLKY First Lancaster Bancshares 34.24 34.24 0.00 31.06 34.49 58.13
FMBD First Mutual Bancorp Inc. 12.84 10.04 24.24 18.95 13.18 19.61
FMCO FMS Financial Corporation 6.56 6.45 1.75 7.51 7.07 16.23
FMSB First Mutual Savings Bank 6.83 6.83 0.00 6.90 7.85 11.94
FNGB First Northern Capital Corp. 11.27 11.27 0.00 10.37 11.75 17.14
FOBC Fed One Bancorp 11.07 10.61 4.64 9.87 11.47 24.43
FPRY First Financial Bancorp 6.35 6.35 0 6.20 7.00 10.80
FRC First Republic Bancorp 7.17 7.17 0.07 7.16 8.00 14.12
FSBI Fidelity Bancorp Inc. 6.75 6.75 0.00 9.17 7.25 18.91
FSFC First Southeast Financial Corp 10.23 10.23 0.00 9.87 10.62 20.76
FSLA First Savings Bank (MHC) 9.42 8.49 10.82 8.46 9.98 21.7
FSNJ Bayonne Bancshares Inc. 8.42 8.42 0.00 8.85 8.95 26.48
FSPG First Home Bancorp Inc. 6.66 6.56 1.65 6.46 7.39 17.00
FSPT FirstSpartan Financial Corp. 11.81 11.81 0.00 11.80 12.24 20.30
FSSB First FS&LA of San Bernardino 4.33 4.18 3.63 4.29 5.38 8.52
FSTC First Citizens Corp. 9.73 7.73 22.25 7.98 10.86 11.82
FTF Texarkana First Financial Corp 15.70 15.70 0.00 15.69 16.37 26.24
FTFC First Federal Capital Corp. 6.44 6.08 5.91 NA 6.94 NA
FTNB Fulton Bancorp Inc. 25.01 25.01 0.00 16.40 25.87 29.40
FTSB Fort Thomas Financial Corp. 16.04 16.04 0.00 14.90 16.53 23.90
FWWB First SB of Washington Bancorp 14.23 13.29 7.64 13.65 14.88 24.77
GAF GA Financial Inc. 15.18 15.04 1.04 13.10 15.34 37.00
GBCI Glacier Bancorp Inc. 9.74 9.51 2.61 9.78 10.35 16.85
GDVS Greater Delaware Valley (MHC) 11.57 11.57 0.00 11.83 12.77 26.80
GDW Golden West Financial 6.37 6.37 0.00 6.13 6.93 13.30
GFCO Glenway Financial Corp. 9.49 9.37 1.35 8.50 9.77 13.40
GFED Guaranty Federal SB (MHC) 13.78 13.78 0.00 13.00 14.87 23.32
GFSB GFS Bancorp Inc. 11.45 11.45 0.00 NA 12.15 NA
GOSB GSB Financial Corp. 8.11 8.11 0.00 NA NA NA
GPT GreenPoint Financial Corp. 10.31 6.07 43.78 6.66 11.11 15.17
GRTR Greater New York Savings Bank 8.40 8.40 0.00 NA 9.05 NA
GSB Golden State Bancorp Inc. 6.24 5.66 9.83 5.67 7.25 11.17
GSBC Great Southern Bancorp Inc. 8.53 8.53 0.00 7.70 10.72 11.60
GSFC Green Street Financial Corp. 36.25 36.25 0.00 36.25 36.39 85.91
GSLA GS Financial Corp. 45.64 45.64 0.00 34.82 45.95 108.27
GTFN Great Financial Corporation 9.23 8.88 4.24 7.82 9.71 17.75
GTPS Great American Bancorp 21.44 21.44 0.00 16.78 21.76 29.53
GUPB GFSB Bancorp Inc. 16.30 16.30 0.00 NA 16.66 NA
GWBC Gateway Bancorp Inc. 27.04 27.04 0.00 24.70 27.17 80.20
HALL Hallmark Capital Corp. 7.24 7.24 0.00 6.47 7.67 11.98
HARB Harbor Florida Bancorp (MHC) 8.39 8.14 3.31 7.04 9.41 14.77
HARL Harleysville Savings Bank 6.53 6.53 0.00 6.56 7.09 13.73
HARS Harris Savings Bank (MHC) 8.01 7.08 12.52 6.80 8.43 13.73
HAVN Haven Bancorp Inc. 5.95 5.93 0.36 6.71 6.58 14.69
HBBI Home Building Bancorp 12.81 12.81 0.00 9.97 13.00 20.97
HBEI Home Bancorp of Elgin Inc. 26.70 26.70 0.00 20.27 26.98 39.45
HBFW Home Bancorp 13.29 13.29 0.00 10.18 13.70 22.3
HBNK Highland Federal Bank FSB 7.47 7.47 0.00 7.52 9.17 11.53
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
HBS Haywood Bancshares Inc. 13.93 13.50 3.60 13.55 14.42 27.27
HCBB HCB Bancshares Inc. 7.76 7.01 10.40 NA 8.55 NA
HCFC Home City Financial Corp. 20.61 20.61 0.00 15.59 21.29 29.31
HEMT HF Bancorp Inc. 8.23 NA NA 6.36 NA 16.55
HFFB Harrodsburg First Fin Bancorp 26.92 26.92 0.00 21.10 27.21 43.05
HFFC HF Financial Corp. 9.43 9.43 0.01 7.57 10.24 12.87
HFGI Harrington Financial Group 5.59 5.59 0.00 6.96 5.64 31.14
HFNC HFNC Financial Corp. 17.99 17.99 0.00 18.85 18.84 36.68
HFSA Hardin Bancorp Inc. 12.48 12.48 0.00 10.73 12.64 27.53
HHFC Harvest Home Financial Corp. 11.81 11.81 0.00 NA 11.95 NA
HIFS Hingham Instit. for Savings 9.36 9.36 0.00 9.83 10.03 15.67
HMCI HomeCorp Inc. 6.54 6.54 0.00 4.99 7.02 8.28
HMLK Hemlock Federal Financial Corp 18.34 18.34 0.00 12.75 18.79 39.21
HMNF HMN Financial Inc. 14.43 14.43 0.00 10.95 14.87 25.46
HOMF Home Federal Bancorp 8.48 8.24 3.10 8.07 9.02 12.06
HPBC Home Port Bancorp Inc. 10.56 10.56 0.00 10.56 11.84 18.20
HRBF Harbor Federal Bancorp Inc. 12.89 12.89 0.00 11.61 13.08 25.51
HRZB Horizon Financial Corp. 15.60 15.60 0.00 15.38 16.26 30.39
HTHR Hawthorne Financial Corp. 5.94 5.94 0.00 7.21 7.37 11.67
HVFD Haverfield Corp. 8.54 8.54 0.00 7.31 9.40 11.27
HWEN Home Financial Bancorp 16.93 16.93 0.00 14.14 17.47 25.02
HZFS Horizon Financial Svcs Corp. 9.79 9.79 0.00 7.40 10.10 14.43
IBSF IBS Financial Corp. 17.40 17.40 0.00 17.00 17.55 62.94
IFSB Independence Federal Svgs Bank 6.88 6.14 11.58 6.11 7.08 14.94
INBI Industrial Bancorp 17.70 17.70 0.00 16.11 18.18 31.50
INCB Indiana Community Bank SB 12.39 12.39 0.00 12.38 12.95 19.00
IPSW Ipswich Savings Bank 5.71 5.71 0.00 5.66 6.58 12.57
ISBF ISB Financial Corporation 12.04 10.43 14.93 10.21 12.56 20.04
ITLA ITLA Capital Corp. 10.99 10.95 0.41 10.60 12.23 13.40
IWBK InterWest Bancorp Inc. 6.78 6.64 2.15 6.79 7.25 NA
JOAC Joachim Bancorp Inc. 28.16 28.16 0.00 23.10 28.38 46.20
JSB JSB Financial Inc. 22.85 22.85 0.00 NA 23.22 NA
JSBA Jefferson Savings Bancorp 8.54 6.75 22.42 7.03 9.18 13.20
JXSB Jacksonville Savings Bk (MHC) 10.49 10.49 0.00 10.22 10.98 15.17
JXVL Jacksonville Bancorp Inc. 14.92 14.92 0.00 13.77 NA 27.9
KFBI Klamath First Bancorp 19.55 19.55 0.00 16.77 19.72 35.32
KNK Kankakee Bancorp Inc. 11.09 10.49 6.01 8.83 11.72 16.32
KSAV KS Bancorp Inc. 13.52 13.52 0.05 NA 13.81 13.18
KSBK KSB Bancorp Inc. 7.18 6.81 5.43 6.87 7.95 11.15
KYF Kentucky First Bancorp Inc. 16.55 16.55 0.00 14.74 16.97 27.84
LARK Landmark Bancshares Inc. 13.79 13.79 0.00 12.15 14.18 26.59
LARL Laurel Capital Group Inc. 10.03 10.03 0.00 9.91 10.95 20.61
LFBI Little Falls Bancorp Inc. 13.27 12.39 7.63 9.00 13.63 27.17
LFCO Life Financial Corp. 21.38 21.38 0.00 7.47 22.20 18.61
LFED Leeds Federal Savings Bk (MHC) 16.18 16.18 0.00 15.91 16.37 35.48
LIFB Life Bancorp Inc. 10.55 10.28 2.86 8.70 11.20 21.38
LISB Long Island Bancorp Inc. 8.99 8.91 0.98 7.5 9.56 15.57
LOGN Logansport Financial Corp. 19.19 19.19 0.00 19.26 19.47 35.88
LONF London Financial Corporation 19.66 19.66 0.00 15.60 20.15 30.10
LSBI LSB Financial Corp. 8.85 8.85 0.00 8.15 9.60 11.12
LSBX Lawrence Savings Bank 8.69 8.69 0.00 9.07 9.68 17.71
LVSB Lakeview Financial 9.52 7.76 20.04 7.60 10.17 14.50
LXMO Lexington B&L Financial Corp. 28.32 28.32 0.00 23.30 28.69 44.10
MAFB MAF Bancorp Inc. 7.78 6.87 12.61 7.00 8.33 14.84
MARN Marion Capital Holdings 22.54 22.54 0.00 20.56 23.71 32.25
MASB MASSBANK Corp. 10.64 10.64 0.00 10.06 10.88 35.44
MBB MSB Bancorp Inc. 8.92 5.36 42.21 5.76 9.20 12.94
MBBC Monterey Bay Bancorp Inc. 11.33 10.54 7.81 8.88 11.70 18.89
MBLF MBLA Financial Corp. 12.15 12.15 0.00 11.19 12.42 31.65
MBSP Mitchell Bancorp Inc. 43.36 43.36 0.00 33.26 43.89 57.90
MCBN Mid-Coast Bancorp Inc. 8.60 8.60 0.00 8.34 9.12 14.69
MCBS Mid Continent Bancshares Inc. 9.39 9.39 0.00 8.52 9.49 22.60
MDBK Medford Savings Bank 8.99 8.43 6.82 8.54 9.64 16.03
MECH Mechanics Savings Bank 10.23 10.23 0.00 NA 11.95 18.71
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MERI Meritrust Federal SB 8.20 8.20 0.00 8.20 8.51 18.44
METF Metropolitan Financial Corp. 3.96 3.59 9.60 5.56 4.58 8.36
MFBC MFB Corp. 13.65 13.65 0.00 13.00 13.80 27.78
MFCX Marshalltown Financial Corp. 15.74 15.74 0.00 12.12 15.83 33.14
MFFC Milton Federal Financial Corp. 13.14 13.14 0.00 11.08 13.42 24.87
MFLR Mayflower Co-operative Bank 9.68 9.54 1.68 9.68 10.57 16.70
MFSL Maryland Federal Bancorp 8.38 8.29 1.25 7.75 8.78 15.28
MGNL Magna Bancorp Inc. 10.23 9.98 2.68 8.48 11.00 16.90
MIFC Mid-Iowa Financial Corp. 9.35 9.34 0.12 7.57 9.59 19.10
MIVI Mississippi View Holding Co. 18.88 18.88 0.00 15.67 20.11 32.86
MLBC ML Bancorp Inc. 6.98 6.87 1.73 6.18 7.73 14.32
MONT Montgomery Financial Corp. 9.83 9.83 0.00 9.40 10.01 13.80
MRKF Market Financial Corp. 35.00 35.00 0.00 NA 35.09 NA
MSBF MSB Financial Inc. 16.99 16.99 0.00 12.78 17.39 20.88
MSBK Mutual Savings Bank FSB 6.07 6.07 0.00 6.25 6.36 16.23
MWBI Midwest Bancshares Inc. 6.91 6.91 0.00 6.02 7.39 14.46
MWBX MetroWest Bank 7.45 7.45 0.00 7.51 8.60 10.82
MWFD Midwest Federal Financial 8.81 8.52 3.58 7.09 9.60 10.32
NASB North American Savings Bank 7.68 7.44 3.36 7.70 8.52 13.00
NBN Northeast Bancorp 7.76 6.88 12.17 7 8.81 12.2
NBSI North Bancshares Inc. 14.14 14.14 0.00 12.15 14.31 32.31
NEIB Northeast Indiana Bancorp 15.19 15.19 0.00 12.68 15.82 21.49
NHTB New Hampshire Thrift Bncshrs 7.65 6.59 14.83 6.23 8.52 10.64
NASB NewMil Bancorp Inc. 9.82 9.82 0.00 10.25 11.51 19.85
NSLB NS&L Bancorp Inc. 19.56 19.56 0.00 15.00 19.63 35.10
NSSB Norwich Financial Corp. 11.17 10.19 9.72 10.15 13.11 14.35
NSSY Norwalk Savings Society 7.82 7.59 3.25 7.76 8.86 15.30
NTMG Nutmeg Federal S&LA 8.37 8.37 0.00 8.25 8.86 13.81
NWEQ Northwest Equity Corp. 11.45 11.45 0.00 8.37 11.93 13.68
NWSB Northwest Savings Bank (MHC) 9.49 8.99 5.84 9.17 10.14 18.54
NYB New York Bancorp Inc. 5.08 5.08 0.00 4.75 5.68 11.18
OCFC Ocean Financial Corp. 16.26 16.26 0.00 12.23 16.69 30.90
OCN Ocwen Financial Corp. 8.75 8.39 4.53 9.40 9.64 13.81
OFCP Ottawa Financial Corp. 8.73 7.13 19.76 6.73 9.09 11.10
OHSL OHSL Financial Corp. 11.03 11.03 0.00 9.13 11.25 19.24
PALM Palfed Inc. 8.24 8.24 0.00 7.10 9.32 11.10
PAMM PacificAmerica Money Center 21.57 21.57 0.00 NA 22.95 NA
PBCI Pamrapo Bancorp Inc. 12.74 12.65 0.77 12.49 13.46 27.04
PBCT People's Bank (MHC) 8.48 8.47 0.10 8.5 9.57 13.8
PBHC Oswego City Savings Bk (MHC) 11.73 9.95 16.81 9.70 12.26 17.02
PBKB People's Bancshares Inc. 5.71 5.51 3.79 7.79 6.46 16.62
PCBC Perry County Financial Corp. 19.20 19.20 0.00 16.20 19.23 72.60
PCCI Pacific Crest Capital 7.08 7.08 0.00 7.49 8.11 11.25
PDB Piedmont Bancorp Inc. 16.63 16.63 0.00 15.66 17.28 28.82
PEEK Peekskill Financial Corp. 25.73 25.73 0.00 24.87 26.07 96.81
PERM Permanent Bancorp Inc. 9.16 9.04 1.46 8.20 9.66 20.57
PERT Perpetual Bank (MHC) 11.83 11.83 0.00 10.90 12.42 19.00
PETE Primary Bank 6.93 6.93 0.15 6.82 7.56 13.17
PFDC Peoples Bancorp 15.20 15.20 0.00 12.85 15.51 26.83
PFED Park Bancorp Inc. 22.53 22.53 0.00 17.67 22.81 48.04
PFFB PFF Bancorp Inc. 10.32 10.22 1.06 8.29 11.37 16.26
PFFC Peoples Financial Corp. 27.21 27.21 0.00 20.00 27.44 45.30
PFNC Progress Financial Corp. 5.26 4.68 11.67 6.68 6.02 10.56
PFSB PennFed Financial Services Inc 7.36 6.23 16.36 5.64 7.56 12.22
PFSL Pocahontas FS&LA (MHC) 6.36 6.36 0.00 6.36 6.82 16.56
PHBK Peoples Heritage Finl Group 7.72 6.59 15.73 8.62 8.88 14.36
PHFC Pittsburgh Home Financial Corp 10.92 10.81 1.11 24.02 11.44 10.60
PHSB Peoples Home Savings Bk (MHC) 8.04 8.04 0.00 NA 8.70 NA
PKPS Poughkeepsie Financial Corp. 8.37 8.37 0.00 6.89 9.45 11.95
PLSK Pulaski Savings Bank (MHC) 11.91 11.91 0.00 11.91 12.37 29.15
PMFI Perpetual Midwest Financial 8.53 8.53 0.00 8.00 9.28 12.60
PRBC Prestige Bancorp Inc. 11.13 11.13 0.00 11.29 11.39 24.58
PROV Provident Financial Holdings 13.88 13.88 0.00 9.89 15.04 16.15
PSBK Progressive Bank Inc. 8.55 7.71 10.67 7.58 9.67 14.79
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PSFC Peoples-Sidney Financial Corp. 10.15 10.15 0.00 10.20 10.57 16.10
PSFI PS Financial Inc. 38.69 38.69 0.00 38.67 38.91 107.93
PTRS Potters Financial Corp. 8.83 8.83 0.00 8.52 10.57 19.16
PULB Pulaski Bank, Svgs Bank (MHC) 13.04 13.04 0.00 13.00 13.31 30.20
PULS Pulse Bancorp 8.05 8.05 0.00 7.46 8.50 28.02
PVFC PVF Capital Corp. 7.02 7.02 0 7.34 7.76 10.42
PVSA Parkvale Financial Corporation 7.58 7.53 0.74 7.01 9.02 14.65
PWBC PennFirst Bancorp Inc. 8.08 7.59 6.50 7.01 8.68 20.82
PWBK Pennwood Bancorp Inc. 17.46 17.46 0.00 17.46 18.02 34.37
QCBC Quaker City Bancorp Inc. 8.77 8.76 0.05 7.34 9.73 12.64
QCFB QCF Bancorp Inc. 18.09 18.09 0.00 11.01 18.99 27.97
QCSB Queens County Bancorp Inc. 11.85 11.85 0.00 10.32 12.50 17.55
RARB Raritan Bancorp Inc. 7.93 7.81 1.62 7.64 8.79 14.05
RCSB RCSB Financial Inc. 7.62 7.45 2.41 7.25 8.26 11.49
REDF RedFed Bancorp Inc. 8.46 8.42 0.41 7.99 9.46 11.97
RELI Reliance Bancshares Inc. 48.85 48.85 0.00 NA 49.17 NA
RELY Reliance Bancorp Inc. 8.23 6.07 27.95 5.6 8.49 15.16
RIVR River Valley Bancorp 12.39 12.23 1.49 16.13 13.23 31.25
ROSE TR Financial Corp. 6.20 6.20 0.00 6.22 6.63 18.25
RSLN Roslyn Bancorp Inc. 20.14 20.06 0.49 13.75 20.90 34.55
RVSB Riverview Savings Bank (MHC) 11.24 10.36 8.71 10.62 11.62 21.30
SBFL SB of the Finger Lakes (MHC) 9.58 9.58 0.00 9.56 10.12 24.8
SBOS Boston Bancorp (The) 12.34 12.34 0.00 10.06 12.45 26.75
SCBS Southern Community Bancshares 21.32 21.32 0.00 NA 22.47 NA
SCCB S. Carolina Community Bancshrs 25.96 25.96 0.00 23.2 26.59 48.9
SECP Security Capital Corp. 16.20 16.20 0.00 12.87 17.30 19.21
SFED SFS Bancorp Inc. 12.47 12.47 0 12.45 12.89 24.21
SFFC StateFed Financial Corporation 17.78 17.78 0.00 NA NA NA
SFIN Statewide Financial Corp. 9.73 9.71 0.18 9.36 10.13 24.62
SFNB Security First Network Bank 35.16 34.83 1.44 40.30 35.29 NA
SFSB SuburbFed Financial Corp. 6.48 6.46 0.38 5.82 6.68 13.58
SFSL Security First Corp. 9.42 9.28 1.63 7.92 10.19 11.40
SGVB SGV Bancorp Inc. 7.31 7.19 1.65 6.34 7.61 14.43
SHEN First Shenango Bancorp Inc. 10.95 10.95 0.00 8.89 11.68 18.17
SISB SIS Bancorp Inc. 7.20 7.20 0.00 6.99 8.34 13.13
SKAN Skaneateles Bancorp Inc. 6.85 6.65 3.08 6.73 7.64 11.26
SKBO First Carnegie Deposit (MHC) 16.45 16.45 0.00 16.40 16.73 59.00
SMBC Southern Missouri Bancorp Inc. 15.67 15.67 0.00 12.61 16.08 25.01
SMFC Sho-Me Financial Corp. 9.03 9.03 0.00 7.92 9.61 14.80
SOBI Sobieski Bancorp Inc. 15.12 15.12 0.00 NA 15.36 NA
SOPN First Savings Bancorp Inc. 22.84 22.84 0.00 22.78 23.04 52.15
SOSA Somerset Savings Bank 6.33 6.33 0.00 6.29 7.71 10.22
SPBC St. Paul Bancorp Inc 8.60 8.58 0.30 8.49 9.35 16.99
SRN Southern Banc Company Inc. 16.89 16.75 1.04 NA NA NA
SSB Scotland Bancorp Inc 37.03 37.03 0.00 29.27 37.38 58.40
SSFC South Street Financial Corp. 25.25 25.25 0.00 24.98 25.42 73.53
SSM Stone Street Bancorp Inc. 28.85 28.85 0.00 25.34 29.36 46.98
STFR St. Francis Capital Corp. 7.88 7.03 11.64 6.53 8.23 11.61
STND Standard Financial Inc. 10.77 10.76 0.15 8.26 11.07 19.26
STSA Sterling Financial Corp. 5.54 5.04 9.48 7.78 6.03 13.83
SVRN Sovereign Bancorp Inc. 4.90 3.95 20.23 4.82 5.35 14.43
SWBI Southwest Bancshares 11.00 11.00 0.00 8.23 11.20 16.97
SWCB Sandwich Co-operative Bank 7.95 7.63 4.28 7.77 8.71 14.48
SZB SouthFirst Bancshares Inc. 14.00 14.00 0.00 13.05 14.29 21.47
TBK Tolland Bank 6.94 6.76 2.87 7.00 8.10 13.10
THR Three Rivers Financial Corp. 13.76 13.71 0.40 11.65 14.29 22.81
THRD TF Financial Corporation 11.12 9.89 12.27 9.00 11.43 20.80
TPNZ Tappan Zee Financial Inc. 17.02 17.02 0.00 13.50 17.56 37.70
TRIC Tri-County Bancorp Inc. 15.32 15.32 0.00 12.79 15.78 39.77
TSBS Peoples Bancorp Inc. (MHC) 16.88 15.71 8.25 15.55 17.29 27.49
TSH Teche Holding Co. 13.14 13.14 0.00 11.60 13.96 21.93
TWIN Twin City Bancorp 12.86 12.86 0.00 11.87 13.06 21.80
UBMT United Financial Corp. 23.29 23.29 0.00 NA 23.36 NA
UFRM United Federal Savings Bank 7.47 7.47 0.00 7.47 8.26 11.27
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
USAB USABancshares, Inc. 10.76 10.58 1.89 10.80 11.19 26.70
VABF Virginia Beach Fed. Financial 6.85 6.85 0.00 6.75 7.56 12.51
VFFC Virginia First Financial Corp. 8.06 7.80 3.47 7.66 9.14 11.77
WAMU Washington Mutual Inc. 5.24 5.00 4.84 NA 5.99 NA
WAYN Wayne Savings & Loan Co. (MHC) 9.25 9.25 0.00 9.23 9.62 17.80
WBST Webster Financial Corp. 5.02 4.32 14.57 5.98 5.90 13.71
WCBI Westco Bancorp 15.24 15.24 0.00 12.90 15.53 28.00
WCFB Webster City Federal SB (MHC) 23.35 23.35 0.00 23.35 23.75 53.43
WEFC Wells Financial Corp. 14.19 14.19 0.00 10.82 14.53 19.09
WEHO Westwood Homestead Fin. Corp. 29.41 29.41 0.00 24.49 29.57 40.57
WES Westcorp 9.05 9.03 0.27 10.43 10.05 10.65
WFI Winton Financial Corp. 7.11 6.97 2.12 6.80 7.38 11.00
WFSG Wilshire Financial Services 5.76 5.76 0.00 NA 11.59 NA
WFSL Washington Federal Inc. 12.08 11.15 8.66 10.34 12.52 18.88
WHGB WHG Bancshares Corp. 20.66 20.66 0.00 15.11 20.89 32.25
WOFC Western Ohio Financial Corp. 13.79 12.98 6.78 12.69 14.24 24.21
WRNB Warren Bancorp Inc. 10.37 10.37 0.00 9.73 11.50 14.61
WSB Washington Savings Bank, FSB 8.30 8.30 0.00 7.81 8.77 19.59
WSFS WSFS Financial Corporation 5.20 5.16 0.83 6.41 6.85 10.45
WSTR WesterFed Financial Corp. 10.91 8.92 19.99 8.54 11.40 14.54
WVFC WVS Financial Corp. 11.16 11.16 0.00 11.44 11.84 25.77
WWFC Westwood Financial Corporation 9.13 8.21 10.90 6.84 9.33 19.26
WYNE Wayne Bancorp Inc. 13.35 13.35 0.00 10.13 14.12 23.31
YFCB Yonkers Financial Corporation 14.90 14.90 0.00 12.60 15.27 35.18
YFED York Financial Corp. 8.61 8.61 0.00 7.48 9.16 11.95
-----------------------------------------------------------------------
Average 12.33 12.12 2.92 10.78 12.94 22.20
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 8.73 8.73 0.00 NA 9.12 NA
ATSB AmTrust Capital Corp. 10.17 10.07 1.07 10.20 10.83 16.58
CLAS Classic Bancshares Inc. 14.87 12.87 15.44 11.70 15.49 24.00
FFDF FFD Financial Corp. 24.74 24.74 0.00 15.80 24.91 34.10
HFFB Harrodsburg First Fin Bancorp 26.92 26.92 0.00 21.10 27.21 43.05
HZFS Horizon Financial Svcs Corp. 9.79 9.79 0.00 7.40 10.10 14.43
LXMO Lexington B&L Financial Corp. 28.32 28.32 0.00 23.30 28.69 44.10
NBSI North Bancshares Inc. 14.14 14.14 0.00 12.15 14.31 32.31
PRBC Prestige Bancorp Inc. 11.13 11.13 0.00 11.29 11.39 24.58
SOBI Sobieski Bancorp Inc. 15.12 15.12 0.00 NA 15.36 NA
SZB SouthFirst Bancshares Inc. 14.00 14.00 0.00 13.05 14.29 21.47
-----------------------------------------------------------------------
Average 16.18 15.98 1.50 14.00 16.52 28.29
Maximum 28.32 28.32 15.44 23.30 28.69 44.10
Minimum 8.73 8.73 0.00 0.00 9.12 0.00
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAL California Federal Bank, a FSB 1.60 120.38 1.31 17.82 1.93 98.69 0.82 11.17
CCMD Chevy Chase Bank, FSB 0.73 378.42 2.11 37.76 2.78 74.92 0.18 3.30
AABC Access Anytime Bancorp, Inc. 3.04 30.20 1.60 21.49 0.92 29.31 0.52 7.23
AADV Advantage Bancorp Inc. 0.35 293.23 0.44 4.83 1.01 128.03 1.10 12.06
ABBK Abington Bancorp Inc. 0.29 241.34 0.17 2.50 0.69 211.97 0.89 12.80
ABCL Alliance Bancorp Inc. 0.16 335.46 0.15 1.70 0.53 257.09 0.78 8.52
ABCW Anchor BanCorp Wisconsin 0.67 219.76 0.92 14.85 1.48 126.05 0.97 14.91
AFBC Advance Financial Bancorp 0.45 89.84 0.37 2.40 0.40 89.84 0.90 5.77
AFCB Affiliated Community Bancorp 0.63 191.79 0.39 4.02 1.20 191.75 1.10 11.26
AFED AFSALA Bancorp Inc. 0.95 150.77 0.45 3.32 1.43 150.77 0.79 5.83
AFFFZ America First Financial Fund 0.51 94.78 0.40 4.79 0.49 81.55 1.18 14.17
AHCI Ambanc Holding Co. 0.93 151.19 0.58 4.47 1.40 124.04 0.47 3.71
AHM Ahmanson & Company (H.F.) 2.28 54.74 1.90 36.74 1.25 42.9 0.96 19.32
ALBC Albion Banc Corp. 1.01 53.94 0.72 8.26 0.54 53.94 0.30 3.36
ALBK ALBANK Financial Corp. 0.85 116.56 0.71 7.71 0.99 78.77 1.07 11.59
AMFC AMB Financial Corp. 0.94 56.74 0.81 5.44 0.53 49.41 1.04 6.68
ANA Acadiana Bancshares Inc. 0.69 194.73 0.52 3.01 1.35 190.96 0.94 5.43
ANBK American National Bancorp 1.06 110.45 0.71 7.96 1.17 102.82 0.79 8.75
ANDB Andover Bancorp Inc. 1.26 111.66 1.01 12.54 1.41 99.08 1.03 12.91
ASBI Ameriana Bancorp 0.48 80.09 0.40 3.61 0.38 71.19 0.89 8.16
ASBP ASB Financial Corp. 1.32 82.74 0.88 5.67 1.09 71.62 1.06 6.80
ASFC Astoria Financial Corp. 0.77 62.53 0.45 5.73 0.48 37.96 0.79 10.30
ATSB AmTrust Capital Corp. 3.66 25.47 2.84 27.96 0.93 23.48 0.42 4.16
AVND Avondale Financial Corp. 5.11 104.39 3.18 34.82 5.33 96.19 1.44 16.65
BANC BankAtlantic Bancorp Inc. 0.97 142.52 0.87 15.43 1.39 102.98 1.00 17.51
BDJI First Federal Bancorporation 0.02 NA 0.23 2.13 0.76 137.04 0.69 6.40
BFD BostonFed Bancorp Inc. 0.53 139.5 0.52 5.87 0.74 114.29 0.72 7.90
BFFC Big Foot Financial Corp. 0.00 NA 0.00 0.00 0.34 151.52 0.70 4.13
BFSB Bedford Bancshares Inc. 0.00 NA 0.00 0.00 0.56 79.85 1.22 8.52
BKC American Bank of Connecticut 2.56 56.83 1.81 21.83 1.45 48.13 1.28 15.60
BKCT Bancorp Connecticut Inc. 1.60 124.01 1.19 11.63 1.98 100.82 1.42 13.99
BKUNA BankUnited Financial Corp. 0.65 32.20 0.60 10.71 0.21 28.73 0.48 8.02
BNKU Bank United Corp. 0.65 71.59 0.66 12.91 0.46 51.25 0.62 11.98
BPLS Bank Plus Corp. 2.74 76.87 2.88 56.76 2.11 58.99 0.39 7.91
BSBC Branford Savings Bank 2.11 144.53 1.42 15.30 3.06 141.26 1.18 12.54
BTHL Bethel Bancorp NA NA NA NA 1.48 NA 0.56 6.48
BVCC Bay View Capital Corp. 0.66 227.01 0.79 12.46 1.51 137.32 0.58 9.27
BWFC Bank West Financial Corp. 0.37 54.2 0.28 1.93 0.20 51.72 0.88 5.99
BYFC Broadway Financial Corp. 1.05 96.54 2.06 19.20 1.01 39.74 0.48 4.33
CAFI Camco Financial Corp. 0.38 83.57 0.34 3.56 0.32 54.74 1.21 12.55
CAPS Capital Savings Bancorp Inc. 0.18 216.08 0.17 1.94 0.39 97.24 0.97 11.16
CASB Cascade Financial Corp. 0.22 426.09 0.39 6.36 0.95 203.69 0.65 10.48
CASH First Midwest Financial Inc. 1.19 78.15 0.85 7.46 0.93 75.48 0.98 8.53
CATB Catskill Financial Corp. 0.76 195.59 0.47 1.86 1.48 140.85 1.36 5.28
CBCI Calumet Bancorp Inc. 0.96 163.97 1.16 7.51 1.57 102.51 1.67 10.81
CBES CBES Bancorp Inc. 0.83 55.57 0.77 4.16 0.46 54.05 1.10 5.90
CBK Citizens First Financial Corp. 0.24 108.66 0.39 2.79 0.26 37.65 0.65 4.55
CBSA Coastal Bancorp Inc. 0.92 55.35 0.54 16.13 0.51 39.81 0.39 11.51
CBSB Charter Financial Inc. 0.58 135.95 0.56 3.89 0.79 104.84 1.93 13.68
CCFH CCF Holding Company 0.22 325.68 0.18 1.55 0.72 325.68 0.07 0.63
CEBK Central Co-operative Bank 1.24 97.49 0.85 8.52 1.21 97.49 0.73 7.16
CENB Century Bancorp Inc. 0.44 207.22 0.39 1.31 0.91 139.39 1.80 9.12
CENF CENFED Financial Corp. 1.26 87.02 1.28 24.60 1.10 58.93 0.67 13.05
CFB Commercial Federal Corp. 0.88 104.32 0.89 14.90 0.91 76.36 0.98 16.45
CFBC Community First Banking Co. 1.42 58.68 2.02 13.12 0.83 26.1 0.62 5.37
CFCP Coastal Financial Corp. 0.13 905.51 0.21 3.39 1.15 436.85 1.23 20.03
CFFC Community Financial Corp. 0.41 157.01 0.39 2.82 0.65 148.67 1.15 8.36
CFNC Carolina Fincorp Inc. 0.20 254.78 0.14 0.62 0.51 254.78 1.24 5.33
CFSB CFSB Bancorp Inc. 0.14 431.15 0.17 2.26 0.61 308.01 1.33 17.42
CFTP Community Federal Bancorp 0.50 91.63 0.30 1.10 0.46 91.63 1.25 4.26
CFX CFX Corp. 0.59 207.53 0.72 9.66 1.23 120.07 1.10 13.96
CIBI Community Investors Bancorp 0.66 95.08 0.63 5.21 0.63 83.42 0.96 8.28
CKFB CKF Bancorp Inc. 0.69 29.35 0.63 2.64 0.20 14.79 3.28 13.77
CLAS Classic Bancshares Inc. 0.56 165.98 0.66 4.41 0.93 65.45 0.72 4.89
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CMRN Cameron Financial Corp 0.28 347.55 0.24 1.09 0.97 111.82 1.26 5.63
CMSB Commonwealth Bancorp Inc. 0.84 94.24 0.50 5.15 0.79 86.54 0.65 6.88
CMSV Community Savings FA (MHC) 0.61 103.17 0.55 4.93 0.63 67.15 0.80 7.12
CNIT CENIT Bancorp Inc. 0.25 310.20 0.42 5.83 0.76 103.23 0.88 12.22
CNSB CNS Bancorp Inc. 0.80 72.14 0.53 2.14 0.58 72.14 0.88 3.52
CNY Carver Bancorp Inc. 0.97 104.82 0.58 6.90 1.02 42.60 0.30 3.61
COFI Charter One Financial 0.29 246.91 0.22 3.23 0.73 164.80 1.28 18.85
CONE Conestoga Bancorp, Inc. 0.23 80.00 0.16 0.99 0.18 26.87 0.60 3.72
COOP Cooperative Bankshares Inc. 0.11 254.69 0.30 3.90 0.29 50.09 0.62 8.17
CRZY Crazy Woman Creek Bancorp 0.76 136.15 0.39 1.52 1.04 136.15 1.31 4.92
CSA Coast Savings Financial 1.28 106.68 1.4 28.54 1.37 65.7 0.56 11.46
CSBF CSB Financial Group Inc. NA NA NA NA 0.57 57.14 0.43 1.71
CTZN CitFed Bancorp Inc. 0.41 230.97 0.41 6.37 0.95 143.79 0.89 13.89
CVAL Chester Valley Bancorp Inc. 0.29 381.68 0.23 2.76 1.10 381.68 0.94 11.13
DCBI Delphos Citizens Bancorp Inc. 0.47 27.76 0.35 1.22 0.13 27.76 1.68 5.91
DIBK Dime Financial Corp. 0.72 437.39 0.38 4.75 3.17 355.33 1.97 25.26
DIME Dime Community Bancorp Inc. 1.05 136.45 0.73 5.01 1.43 112.22 0.84 57.03
DME Dime Bancorp Inc. 2.47 34.61 1.57 29.82 0.85 31.98 0.56 10.67
DNFC D & N Financial Corp. 0.34 274.04 0.34 6.18 0.93 198.09 0.91 16.08
DSL Downey Financial Corp. 0.76 75.59 0.95 13.71 0.58 55.76 0.59 8.24
EBSI Eagle Bancshares 1.12 84.96 1.07 12.84 0.95 63.66 0.77 8.97
EFBC Empire Federal Bancorp Inc. 0.00 NA 0.00 0.00 0.46 312.50 1.54 4.14
EFBI Enterprise Federal Bancorp 0.05 576.09 0.03 0.29 0.29 576.09 0.85 6.97
EGFC Eagle Financial Corp. 0.50 172.38 0.52 7.52 0.86 94.68 (0.88) (12.36)
EGLB Eagle BancGroup Inc. 1.59 47.98 1.48 12.48 0.76 35.83 0.39 3.30
EIRE Emerald Isle Bancorp Inc. 0.53 167.57 0.40 5.69 0.89 151.40 0.93 13.23
EMLD Emerald Financial Corp. 0.11 317.94 0.14 1.83 0.35 106.84 1.02 13.66
EQSB Equitable Federal Savings Bank 0.01 NA 0.15 2.99 0.26 36.72 0.70 13.94
ESBK Elmira Savings Bank (The) 0.49 172.63 0.65 10.39 0.85 97.39 0.44 6.99
ESX Essex Bancorp Inc. 1.61 83.19 2.42 29.70 1.34 42.63 0.84 10.18
ETFS East Texas Financial Services 0.30 169.14 0.17 0.94 0.50 141.97 0.68 3.66
FAB FirstFed America Bancorp Inc. 0.40 274.23 0.40 3.33 1.10 235.98 0.66 5.35
FBBC First Bell Bancorp Inc. 0.07 182.86 0.07 0.69 0.13 147.42 1.07 11.07
FBCI Fidelity Bancorp Inc. 1.00 22.38 0.80 7.74 0.22 21.76 0.84 8.12
FBCV 1ST Bancorp 1.21 54.29 0.94 11.33 0.66 45.77 0.79 9.73
FBER 1st Bergen Bancorp 1.76 141.84 0.83 5.87 2.50 129.82 0.85 5.57
FBHC Fort Bend Holding Corp. 0.70 147.02 0.37 6.18 1.03 141.08 0.68 11.04
FBNW FirstBank Corp. 2.22 35.35 2.07 28.23 0.78 31.12 0.62 8.08
FBSI First Bancshares Inc. 0.04 845.61 0.10 0.77 0.36 52.51 1.02 7.35
FCB Falmouth Co-Operative Bank 0.12 806.45 0.07 0.28 0.98 806.45 0.75 3.09
FCBF FCB Financial Corp. 0.17 479.37 0.15 1.05 0.82 412.16 0.69 4.45
FCME First Coastal Corp. 2.68 94.15 1.95 21.18 2.52 85.72 0.93 10.01
FDEF First Defiance Financial 0.52 108.45 0.45 2.12 0.57 96.96 1.10 5.15
FED FirstFed Financial Corp. 1.41 173.96 1.39 28.83 2.46 134.39 0.51 10.76
FESX First Essex Bancorp Inc. 0.77 186.66 0.56 8.08 1.43 146.94 0.84 11.88
FFBA First Colorado Bancorp Inc. 0.20 191.75 0.23 1.76 0.38 121.82 1.20 9.33
FFBH First Federal Bancshares of AR 0.20 147.56 0.19 1.29 0.30 119.50 1.00 6.50
FFBI First Financial Bancorp Inc. 0.61 149.25 0.39 4.55 0.91 147.92 (0.86) (10.59)
FFBS FFBS BanCorp Inc. 0.04 NA 0.03 0.16 0.62 118.76 1.17 6.06
FFBZ First Federal Bancorp Inc. 0.55 182.67 0.47 6.27 1.01 163.59 1.23 16.30
FFCH First Financial Holdings Inc. 1.02 82.01 1.61 26.42 0.84 41.99 0.88 14.38
FFDB FirstFed Bancorp Inc. 0.40 146.03 0.72 7.62 0.59 49.36 0.98 10.05
FFDF FFD Financial Corp. 0.01 NA 0.00 0.01 0.27 NA 0.90 3.61
FFED Fidelity Federal Bancorp 0.11 748.74 0.12 2.30 0.85 455.75 0.84 16.26
FFES First Federal of East Hartford 1.62 87.96 0.31 4.86 1.42 71.33 0.58 9.17
FFFC FFVA Financial Corp. 0.30 327.95 0.18 1.38 0.98 318.63 1.39 10.68
FFFD North Central Bancshares Inc. 0.08 NA 0.12 0.53 1.19 814.90 1.86 7.86
FFFG F.F.O. Financial Group Inc. 3.86 62.23 3.28 48.79 2.40 52.54 0.90 13.04
FFFL Fidelity Bankshares Inc. (MHC) 0.38 75.03 0.34 4.01 0.29 62.82 0.61 7.07
FFHC First Financial Corp. 0.32 201.44 0.26 3.65 0.64 148.86 1.37 19.44
FFHH FSF Financial Corp. 0.02 NA 0.03 0.31 0.34 636.64 0.88 7.64
FFHS First Franklin Corporation 0.60 104.00 0.41 4.52 0.62 82.31 0.78 8.74
FFIC Flushing Financial Corp. 0.46 252.00 0.29 1.85 1.15 223.21 1.01 6.49
FFKY First Federal Financial Corp. 0.00 NA 0.23 1.68 0.52 71.13 1.68 12.28
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFLC FFLC Bancorp Inc. 0.18 241.01 0.19 1.40 0.44 163.65 0.96 6.91
FFOH Fidelity Financial of Ohio 0.10 381.04 0.08 0.62 0.37 381.04 0.94 7.20
FFPB First Palm Beach Bancorp Inc. 0.94 63.50 0.70 10.72 0.60 55.75 0.58 8.73
FFSL First Independence Corp. 0.49 187.11 0.37 3.59 0.91 69.37 0.64 6.17
FFSX First Fed SB of Siouxland(MHC) 0.07 742.15 0.05 0.62 0.52 342.10 0.73 8.88
FFWC FFW Corp. 0.22 230.65 0.16 1.64 0.50 203.56 0.94 9.50
FFWD Wood Bancorp Inc. 0.00 NA 0.02 0.15 0.44 143.64 1.44 11.53
FFYF FFY Financial Corp. 0.86 74.18 0.67 4.86 0.64 74.18 1.34 9.70
FGHC First Georgia Holding Inc. 1.48 50.53 1.41 17.21 0.75 20.52 1.00 11.97
FIBC Financial Bancorp Inc. 1.62 54.85 1.71 18.29 0.89 26.91 0.97 10.07
FISB First Indiana Corporation 1.48 109.61 1.50 15.64 1.62 91.12 1.07 11.04
FKFS First Keystone Financial 1.75 47.78 1.60 21.90 0.84 30.58 0.86 11.94
FKKY Frankfort First Bancorp Inc. 0.00 NA 0.00 0.00 0.08 86.21 (2.55) (10.73)
FLAG FLAG Financial Corp. 5.79 50.24 4.27 44.56 2.91 47.62 0.92 9.95
FLFC First Liberty Financial Corp. 0.75 172.78 0.81 10.97 1.29 110.00 1.11 14.89
FLGS Flagstar Bancorp Inc. 2.95 10.70 3.41 47.23 0.32 8.26 1.30 20.55
FLKY First Lancaster Bancshares 0.53 54.35 0.45 1.33 0.29 32.89 1.48 4.15
FMBD First Mutual Bancorp Inc. 0.09 512.64 0.10 0.78 0.46 187.34 0.42 3.25
FMCO FMS Financial Corporation 1.34 68.51 1.06 16.16 0.92 48.60 1.05 16.37
FMSB First Mutual Savings Bank 0.00 NA 0.00 0.00 1.27 NA 1.03 15.30
FNGB First Northern Capital Corp. 0.05 NA 0.06 0.53 0.53 798.69 0.93 8.16
FOBC Fed One Bancorp 0.29 316.70 0.15 1.37 0.93 101.18 0.93 8.36
FPRY First Financial Bancorp NA NA NA NA 0.84 NA 0.43 6.80
FRC First Republic Bancorp 1.00 93.61 1.01 14.08 0.94 69.68 0.79 10.65
FSBI Fidelity Bancorp Inc. 0.57 176.30 0.31 4.65 1.01 112.57 0.76 11.08
FSFC First Southeast Financial Corp 0.10 476.73 0.11 1.05 0.50 362.15 1.08 10.56
FSLA First Savings Bank (MHC) 0.93 113.54 0.65 6.87 1.06 83.02 0.95 10.25
FSNJ Bayonne Bancshares Inc. NA NA NA NA 1.36 43.59 0.57 6.79
FSPG First Home Bancorp Inc. 0.96 144.92 0.64 9.55 1.39 114.23 0.88 13.22
FSPT FirstSpartan Financial Corp. NA NA NA NA 0.49 NA 1.08 9.13
FSSB First FS&LA of San Bernardino 1.43 102.26 2.31 53.29 1.47 45.41 (0.12) (2.83)
FSTC First Citizens Corp. 1.30 112.66 NA NA 1.47 NA 3.88 41.13
FTF Texarkana First Financial Corp 0.00 NA 0.12 0.77 0.79 145.12 1.87 11.77
FTFC First Federal Capital Corp. 0.11 569.72 NA NA 0.65 NA 1.10 16.88
FTNB Fulton Bancorp Inc. 0.71 141.38 0.81 3.24 1.01 106.69 0.91 3.65
FTSB Fort Thomas Financial Corp. 1.54 34.90 1.42 8.85 0.54 32.73 1.38 8.60
FWWB First SB of Washington Bancorp 0.27 366.82 0.29 2.02 0.97 215.39 1.26 8.64
GAF GA Financial Inc. 0.32 132.49 0.12 0.80 0.43 132.49 1.11 7.03
GBCI Glacier Bancorp Inc. 0.14 623.92 0.12 1.26 0.85 229.89 1.64 17.10
GDVS Greater Delaware Valley (MHC) 1.63 118.86 2.51 21.73 1.93 43.15 0.88 7.66
GDW Golden West Financial 1.37 49.50 1.31 20.50 0.68 42.43 0.90 14.24
GFCO Glenway Financial Corp. 0.12 288.73 0.11 1.2 0.34 91.62 0.83 8.67
GFED Guaranty Federal SB (MHC) 0.50 273.84 0.50 3.66 1.36 216.62 1.02 7.41
GFSB GFS Bancorp Inc. NA NA NA NA 0.82 NA 1.37 11.88
GOSB GSB Financial Corp. NA NA NA NA NA NA 0.40 4.05
GPT GreenPoint Financial Corp. 4.37 29.69 2.89 28.03 1.30 27.84 1.07 10.04
GRTR Greater New York Savings Bank 18.46 9.25 7.52 89.53 1.71 NA 0.74 8.84
GSB Golden State Bancorp Inc. 1.42 95.56 1.46 23.32 1.36 69.38 0.62 9.64
GSBC Great Southern Bancorp Inc. 1.32 197.01 1.91 22.42 2.59 114.73 1.72 20.30
GSFC Green Street Financial Corp. 0.22 83.63 0.16 0.44 0.18 83.63 1.66 4.85
GSLA GS Financial Corp. 0.00 NA 0.01 0.02 0.84 293.18 1.78 3.75
GTFN Great Financial Corporation 0.45 161.27 0.36 3.87 0.72 15.68 1.05 11.40
GTPS Great American Bancorp 0.02 NA 0.01 0.07 0.44 140.69 0.56 2.64
GUPB GFSB Bancorp Inc. 0.34 199.36 0.18 1.1 0.69 199.36 0.81 4.76
GWBC Gateway Bancorp Inc. 2.09 18.37 0.76 2.81 0.38 14.14 0.96 3.60
HALL Hallmark Capital Corp. 0.22 296.63 0.15 2.07 0.64 273.18 0.72 10.13
HARB Harbor Florida Bancorp (MHC) 0.27 512.26 0.46 5.47 1.37 222.68 1.23 14.86
HARL Harleysville Savings Bank 0.00 NA 0.00 0.00 0.77 NA 1.09 16.89
HARS Harris Savings Bank (MHC) 0.61 158.94 0.62 7.73 0.97 64.15 1.04 12.80
HAVN Haven Bancorp Inc. 1.19 96.49 0.74 12.38 1.15 86.28 0.53 8.83
HBBI Home Building Bancorp 0.61 47.98 0.38 3.00 0.29 47.98 0.77 6.09
HBEI Home Bancorp of Elgin Inc. 0.43 82.78 0.41 1.53 0.36 69.84 0.81 2.92
HBFW Home Bancorp 0.00 NA 0.00 0.00 0.51 835.54 0.89 6.61
HBNK Highland Federal Bank FSB 3.38 63.08 3.09 41.33 2.13 55 1.10 14.97
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HBS Haywood Bancshares Inc. 1.04 62.25 1.97 14.13 0.65 24.62 1.12 7.99
HCBB HCB Bancshares Inc. NA NA NA NA 1.47 NA 0.27 3.46
HCFC Home City Financial Corp. 0.79 110.38 0.62 3.02 0.87 110.38 1.04 5.08
HEMT HF Bancorp Inc. NA NA NA NA NA NA (0.50) (6.11)
HFFB Harrodsburg First Fin Bancorp 0.00 NA 0.00 0.00 0.38 59.81 1.39 5.23
HFFC HF Financial Corp. 0.28 361.50 0.33 3.50 1.01 244.25 1.07 11.34
HFGI Harrington Financial Group 0.36 63.39 0.25 4.50 0.23 18.93 0.37 7.18
HFNC HFNC Financial Corp. 1.05 109.34 0.87 4.86 1.14 97.22 0.94 5.09
HFSA Hardin Bancorp Inc. 0.18 179.21 0.09 0.75 0.32 179.21 0.89 6.93
HHFC Harvest Home Financial Corp. 0.22 117 0.11 0.97 0.26 117 0.80 6.60
HIFS Hingham Instit. for Savings 0.54 165.13 0.41 4.38 0.89 165.13 1.27 13.18
HMCI HomeCorp Inc. 0.1 587.36 2.91 44.5 0.59 14.24 0.57 8.88
HMLK Hemlock Federal Financial Corp 0.00 NA 0.00 0.00 1.30 NA 1.13 6.19
HMNF HMN Financial Inc. 0.11 662.83 0.08 0.57 0.71 531.97 0.95 6.57
HOMF Home Federal Bancorp 0.50 124.50 0.45 5.30 0.62 117.33 1.24 14.60
HPBC Home Port Bancorp Inc. 0.00 NA 0.00 0.00 1.56 NA 1.70 15.91
HRBF Harbor Federal Bancorp Inc. 0.07 379.63 0.05 0.39 0.28 379.63 0.74 5.80
HRZB Horizon Financial Corp. 0.00 NA 0.00 0.00 0.84 NA 1.54 9.99
HTHR Hawthorne Financial Corp. 6.10 27.42 7.17 120.79 1.67 19.99 1.59 28.95
HVFD Haverfield Corp. 1.19 83.08 1.04 12.16 0.99 82.48 1.06 12.24
HWEN Home Financial Bancorp 1.63 41.18 1.74 10.25 0.67 31.3 0.95 5.34
HZFS Horizon Financial Svcs Corp. 0.89 57.78 0.96 9.81 0.52 25.93 0.48 4.71
IBSF IBS Financial Corp. 0.30 171.10 0.08 0.48 0.52 171.10 0.88 5.09
IFSB Independence Federal Svgs Bank 2.39 13.56 2.02 29.30 0.32 9.82 0.99 14.77
INBI Industrial Bancorp 0.25 217.50 0.22 1.26 0.55 156.98 1.51 8.43
INCB Indiana Community Bank SB NA NA NA NA 0.71 NA 0.60 4.77
IPSW Ipswich Savings Bank 1.04 113.11 1.52 26.64 1.18 56.87 1.23 20.98
ISBF ISB Financial Corporation NA NA NA NA 0.80 NA 0.74 6.16
ITLA ITLA Capital Corp. 1.09 136.80 1.47 13.4 1.50 84.2 1.52 13.13
IWBK InterWest Bancorp Inc. 0.43 179.94 0.64 9.40 0.78 73.79 1.13 16.81
JOAC Joachim Bancorp Inc. 0.25 130.00 0.17 0.61 0.32 109.86 0.93 3.25
JSB JSB Financial Inc. NA NA NA NA 0.62 NA 1.86 8.25
JSBA Jefferson Savings Bancorp 0.18 462.46 0.46 5.34 0.84 140.15 0.83 9.86
JXSB Jacksonville Savings Bk (MHC) 0.75 81.07 0.66 6.32 0.61 72.96 0.56 5.41
JXVL Jacksonville Bancorp Inc. NA NA 0.78 5.23 NA NA 1.75 11.48
KFBI Klamath First Bancorp 0.11 213.23 0.08 0.41 0.23 213.23 1.16 5.77
KNK Kankakee Bancorp Inc. 0.27 344.18 0.61 5.46 0.92 67.06 0.88 8.16
KSAV KS Bancorp Inc. 0.41 80.53 0.35 2.61 0.33 80.53 1.39 10.15
KSBK KSB Bancorp Inc. 2.29 44.86 1.75 24.36 1.03 43.20 0.98 13.70
KYF Kentucky First Bancorp Inc. 0.00 NA 0.00 0.00 0.75 630.51 1.17 7.19
LARK Landmark Bancshares Inc. 0.07 873.27 0.04 0.32 0.57 123.70 1.10 7.89
LARL Laurel Capital Group Inc. 0.62 212.35 0.43 4.30 1.31 212.35 1.42 14.00
LFBI Little Falls Bancorp Inc. 1.93 42.62 0.98 7.39 0.82 33.93 0.63 4.75
LFCO Life Financial Corp. 1.98 60.20 1.92 8.99 1.19 42.75 3.45 22.88
LFED Leeds Federal Savings Bk (MHC) 0.03 977.36 0.02 0.12 0.30 977.36 1.23 7.61
LIFB Life Bancorp Inc. 0.77 191.74 0.39 3.73 1.48 166.43 0.89 8.38
LISB Long Island Bancorp Inc. 1.46 63.10 1.03 11.50 0.92 55.02 0.86 9.42
LOGN Logansport Financial Corp. 0.84 45.60 0.61 3.18 0.38 44.88 1.49 7.68
LONF London Financial Corporation 1.03 61.11 0.80 4.07 0.63 61.11 0.85 4.30
LSBI LSB Financial Corp. 1.32 63.71 1.17 13.20 0.84 63.71 0.75 8.44
LSBX Lawrence Savings Bank 0.36 642.25 0.30 3.48 2.29 328.94 1.62 18.78
LVSB Lakeview Financial 1.44 104.43 0.98 10.34 1.50 66.74 1.12 11.44
LXMO Lexington B&L Financial Corp. 0.62 78.37 0.48 1.68 0.49 78.37 1.52 5.43
MAFB MAF Bancorp Inc. 0.53 134.75 0.43 5.50 0.71 120.51 1.25 15.83
MARN Marion Capital Holdings 0.94 144.01 0.81 3.61 1.35 144.01 1.72 7.53
MASB MASSBANK Corp. 0.46 191.35 0.16 1.55 0.87 149.80 1.09 10.54
MBB MSB Bancorp Inc. 1.14 54.87 0.71 7.97 0.63 38.66 0.54 6.07
MBBC Monterey Bay Bancorp Inc. 0.38 156.67 0.33 2.93 0.60 111.47 0.36 3.33
MBLF MBLA Financial Corp. 0.45 109.19 0.25 2.02 0.50 109.19 0.79 6.21
MBSP Mitchell Bancorp Inc. 2.05 30.29 2.03 4.69 0.62 26.19 1.60 3.73
MCBN Mid-Coast Bancorp Inc. 0.88 70.32 0.73 8.52 0.62 70.32 0.75 8.84
MCBS Mid Continent Bancshares Inc. 0.25 73.49 0.15 1.55 0.19 71.76 1.18 11.85
MDBK Medford Savings Bank 0.68 180.05 0.37 4.09 1.22 176.45 1.16 13.14
MECH Mechanics Savings Bank 1.42 181.81 1.13 11.05 2.58 152.02 3.57 36.54
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MERI Meritrust Federal SB 0.34 173.71 0.22 2.74 0.58 83.87 1.27 15.91
METF Metropolitan Financial Corp. 0.29 253.69 0.49 12.41 0.74 117.94 0.64 16.35
MFBC MFB Corp. 0.00 NA 0.00 0.00 0.19 177.07 0.84 6.05
MFCX Marshalltown Financial Corp. 0.00 NA 0.00 0.00 0.19 NA 0.64 4.08
MFFC Milton Federal Financial Corp. 0.25 183.01 0.15 1.17 0.46 86.42 0.74 5.44
MFLR Mayflower Co-operative Bank 1.19 127.05 0.81 8.36 1.52 92.14 1.05 11.03
MFSL Maryland Federal Bancorp 0.33 139.56 0.44 5.21 0.46 85.38 0.82 9.76
MGNL Magna Bancorp Inc. 2.00 55.54 2.08 20.31 1.11 26.42 1.68 16.90
MIFC Mid-Iowa Financial Corp. 0.03 NA 0.02 0.17 0.45 NA 1.62 17.62
MIVI Mississippi View Holding Co. 0.43 447.15 0.28 1.47 1.91 370.39 1.19 6.92
MLBC ML Bancorp Inc. 0.89 193.13 0.46 6.57 1.71 163.34 0.75 10.64
MONT Montgomery Financial Corp. 0.00 NA 0.12 1.18 0.20 20.00 0.62 6.43
MRKF Market Financial Corp. 0.00 NA 0.00 0.00 0.20 12.24 1.15 3.30
MSBF MSB Financial Inc. 0.02 NA 0.06 0.36 0.44 61.34 1.50 8.84
MSBK Mutual Savings Bank FSB 0.21 316.18 0.11 1.75 0.67 272.91 0.08 1.29
MWBI Midwest Bancshares Inc. 0.74 109.06 0.77 11.1 0.81 63.17 0.81 11.75
MWBX MetroWest Bank 0.62 239.76 0.70 9.39 1.48 126.64 1.39 18.74
MWFD Midwest Federal Financial 0.07 NA 0.12 1.35 1.05 658.13 1.48 16.98
NASB North American Savings Bank 2.97 32.94 3.11 40.56 0.98 27.16 1.57 20.06
NBN Northeast Bancorp 1.4 94.76 1.37 17.69 1.32 77.15 0.74 9.51
NBSI North Bancshares Inc. 0.00 NA 0.00 0.00 0.27 NA 0.58 4.07
NEIB Northeast Indiana Bancorp 0.42 170.55 0.40 2.60 0.71 159.54 1.20 7.88
NHTB New Hampshire Thrift Bncshrs 0.60 175.73 0.70 9.11 1.05 125.20 0.99 13.27
NASB NewMil Bancorp Inc. 1.36 234.19 0.87 8.83 3.18 152.08 0.85 8.50
NSLB NS&L Bancorp Inc. 0.03 466.67 0.02 0.08 0.13 210.00 0.94 4.78
NSSB Norwich Financial Corp. 1.49 189.44 1.29 11.52 2.83 151.12 1.12 10.07
NSSY Norwalk Savings Society 1.88 81.61 1.35 17.25 1.54 NA 0.72 9.02
NTMG Nutmeg Federal S&LA 0.54 101.63 0.77 9.23 0.55 40.69 0.63 8.64
NWEQ Northwest Equity Corp. 1.53 38.70 1.25 10.93 0.59 38.04 1.06 9.33
NWSB Northwest Savings Bank (MHC) 0.67 130.5 0.72 7.55 0.88 90.87 0.99 10.31
NYB New York Bancorp Inc. 1.67 58.08 1.09 21.47 0.97 48.76 1.64 32.37
OCFC Ocean Financial Corp. 0.91 94.78 0.55 3.38 0.87 79.68 1.03 6.10
OCN Ocwen Financial Corp. 1.33 100.26 5.11 58.42 1.34 17.43 2.75 32.29
OFCP Ottawa Financial Corp. 0.18 230.99 0.16 1.86 0.42 112.76 0.90 10.32
OHSL OHSL Financial Corp. 0.01 NA 0.01 0.06 0.31 161.25 0.90 8.25
PALM Palfed Inc. 1.45 90.96 2.12 25.72 1.32 51.22 0.88 10.80
PAMM PacificAmerica Money Center 2.33 95.13 3.47 16.11 2.22 27.75 13.21 58.78
PBCI Pamrapo Bancorp Inc. 3.12 41.42 2.14 16.82 1.29 26.1 1.37 10.69
PBCT People's Bank (MHC) 1.23 130.44 0.9 10.58 1.60 121.39 1.13 13.51
PBHC Oswego City Savings Bk (MHC) 1.52 60.13 1.17 10.01 0.91 45.83 1.35 11.70
PBKB People's Bancshares Inc. 1.51 103.99 0.82 14.27 1.57 91.19 0.91 16.19
PCBC Perry County Financial Corp. 0.00 NA 0.00 0.00 0.19 NA 1.14 6.10
PCCI Pacific Crest Capital 1.27 132.05 1.29 18.21 1.67 79.26 1.04 14.25
PDB Piedmont Bancorp Inc. 0.80 99.13 0.65 3.93 0.79 71.58 1.15 6.72
PEEK Peekskill Financial Corp. 2.33 57.97 0.71 2.75 1.35 27.98 1.13 4.38
PERM Permanent Bancorp Inc. 2.12 46.62 1.09 11.90 0.99 45.43 0.60 6.48
PERT Perpetual Bank (MHC) 0.15 570.30 0.12 1.00 0.87 502.32 1.06 8.77
PETE Primary Bank 0.84 129.30 0.82 11.88 1.08 75.47 (0.13) (1.91)
PFDC Peoples Bancorp 0.31 121.58 0.34 2.24 0.38 83.87 1.53 10.08
PFED Park Bancorp Inc. 0.46 160.26 0.21 0.94 0.73 134.41 1.04 4.71
PFFB PFF Bancorp Inc. 1.94 75.14 1.73 16.78 1.46 59.73 0.57 5.47
PFFC Peoples Financial Corp. 0.00 NA 0.00 0.00 0.39 NA 0.92 3.39
PFNC Progress Financial Corp. 0.75 143.11 1.46 27.66 1.08 51.92 0.86 16.19
PFSB PennFed Financial Services Inc 0.74 37.80 0.59 8.04 0.28 33.53 0.83 11.06
PFSL Pocahontas FS&LA (MHC) 0.23 481.94 0.10 1.52 1.12 308.72 0.66 10.39
PHBK Peoples Heritage Finl Group 0.98 170.32 0.83 10.71 1.66 126.66 1.30 16.19
PHFC Pittsburgh Home Financial Corp 2.07 36.82 1.6 14.64 0.76 32.18 0.89 7.93
PHSB Peoples Home Savings Bk (MHC) NA NA 0.56 7.02 1.40 NA 0.68 8.44
PKPS Poughkeepsie Financial Corp. 4.08 35.65 3.81 45.51 1.45 25.28 0.56 6.59
PLSK Pulaski Savings Bank (MHC) 1.14 71.47 0.65 5.46 0.81 71.47 0.70 7.67
PMFI Perpetual Midwest Financial 0.47 201.97 0.39 4.63 0.95 185.58 0.51 5.97
PRBC Prestige Bancorp Inc. 0.44 87.47 0.30 2.71 0.38 85.33 0.68 5.98
PROV Provident Financial Holdings NA NA NA NA 1.31 NA 0.74 5.27
PSBK Progressive Bank Inc. 1.01 163.37 0.84 9.86 1.65 131.46 1.00 11.92
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PSFC Peoples-Sidney Financial Corp. 0.76 60.06 0.70 6.89 0.45 42.00 0.90 8.70
PSFI PS Financial Inc. 1.77 28.66 0.79 2.03 0.51 28.66 2.09 5.20
PTRS Potters Financial Corp. 0.79 350.66 0.50 5.63 2.78 350.66 1.01 11.31
PULB Pulaski Bank, Svgs Bank (MHC) NA NA NA NA 0.33 NA 1.19 9.16
PULS Pulse Bancorp 2.32 83.23 0.57 7.03 1.93 65.20 1.15 14.43
PVFC PVF Capital Corp. 0.95 83.44 0.90 12.84 0.79 61.53 1.39 20.03
PVSA Parkvale Financial Corporation 0.34 573.16 0.27 3.53 1.97 537.53 1.07 14.75
PWBC PennFirst Bancorp Inc. 1.46 102.33 0.65 8.01 1.49 93.15 0.71 8.98
PWBK Pennwood Bancorp Inc. 1.00 103.30 0.62 3.55 1.03 57.43 0.80 4.34
QCBC Quaker City Bancorp Inc. 1.34 88.64 1.31 14.93 1.19 74.10 0.75 8.49
QCFB QCF Bancorp Inc. 0.55 411.04 0.27 1.51 2.24 221.49 1.55 8.53
QCSB Queens County Bancorp Inc. 0.55 134.79 0.57 4.84 0.74 95.23 1.54 12.67
RARB Raritan Bancorp Inc. 0.39 328.18 0.29 3.65 1.29 297.45 1.05 13.26
RCSB RCSB Financial Inc. 0.85 138.85 0.61 8.02 1.18 83.90 0.82 10.67
REDF RedFed Bancorp Inc. 1.7 67.61 2.19 25.85 1.15 45.7 1.07 12.70
RELI Reliance Bancshares Inc. NA NA NA NA 0.53 NA 0.24 0.49
RELY Reliance Bancorp Inc. 1.62 34.96 0.77 9.39 0.57 33.33 0.90 11.10
RIVR River Valley Bancorp 0.53 193.60 0.49 3.97 1.03 170.62 0.91 7.51
ROSE TR Financial Corp. 0.80 99.87 0.45 7.18 0.80 90.99 0.96 15.91
RSLN Roslyn Bancorp Inc. 1.12 308.55 0.27 1.34 3.46 278.21 1.42 6.74
RVSB Riverview Savings Bank (MHC) 0.20 278.46 0.14 1.20 0.56 278.46 1.31 11.72
SBFL SB of the Finger Lakes (MHC) 1.35 86.35 0.69 7.25 1.16 76.89 0.40 4.19
SBOS Boston Bancorp (The) 1.41 42.86 0.65 5.23 0.61 18.09 3.18 28.19
SCBS Southern Community Bancshares 3.67 52.99 2.16 10.15 1.94 46.17 1.20 5.55
SCCB S. Carolina Community Bancshrs 1.60 50.96 1.78 6.85 0.81 35.52 1.05 4.04
SECP Security Capital Corp. 0.15 939.03 0.12 0.74 1.44 918.65 1.60 10.04
SFED SFS Bancorp Inc. 0.87 66.24 0.68 5.44 0.57 57.17 0.63 5.07
SFFC StateFed Financial Corporation NA NA NA NA NA NA 1.55 8.78
SFIN Statewide Financial Corp. 0.69 120.69 0.38 3.89 0.83 95.58 0.82 8.78
SFNB Security First Network Bank NA NA NA NA 1.28 NA (33.43) (85.49)
SFSB SuburbFed Financial Corp. 0.76 41.27 0.48 7.44 0.31 41.27 0.67 10.28
SFSL Security First Corp. 0.31 274.51 0.28 2.98 0.85 273.91 1.35 14.52
SGVB SGV Bancorp Inc. NA NA NA NA 0.44 NA 0.49 6.70
SHEN First Shenango Bancorp Inc. 0.57 202.57 0.53 4.88 1.15 135.75 1.21 11.04
SISB SIS Bancorp Inc. 0.90 275.22 0.43 5.97 2.48 244.29 0.85 11.88
SKAN Skaneateles Bancorp Inc. 1.38 67.83 1.46 21.25 0.93 41.79 0.73 10.62
SKBO First Carnegie Deposit (MHC) NA NA NA NA 0.68 NA 0.62 4.88
SMBC Southern Missouri Bancorp Inc. 1.60 40.26 1.10 7.01 0.64 37.60 1.02 6.41
SMFC Sho-Me Financial Corp. 0.13 506.95 0.13 1.41 0.66 425.11 1.38 15.06
SOBI Sobieski Bancorp Inc. 0.21 158.73 0.15 1.02 0.33 158.73 0.57 3.72
SOPN First Savings Bancorp Inc. 0.13 241.60 0.08 0.37 0.31 241.60 1.80 7.60
SOSA Somerset Savings Bank 6.54 27.63 6.28 99.23 1.81 22.01 1.33 21.70
SPBC St. Paul Bancorp Inc 0.24 459.15 0.21 2.46 1.09 232.75 1.11 12.65
SRN Southern Banc Company Inc. NA NA 0.00 0.00 NA NA 0.49 2.93
SSB Scotland Bancorp Inc 0.00 NA 0.00 0.00 0.50 NA 1.50 4.08
SSFC South Street Financial Corp. 0.57 67.30 0.27 1.07 0.39 65.44 1.22 4.89
SSM Stone Street Bancorp Inc. 0.00 NA 0.00 0.00 0.62 187.50 0.98 2.77
STFR St. Francis Capital Corp. 0.34 236.32 0.16 2.03 0.80 181.58 0.95 11.55
STND Standard Financial Inc. 0.36 139.53 0.22 2.07 0.50 136.61 0.77 7.02
STSA Sterling Financial Corp. 0.60 136.19 0.61 10.96 0.82 79.43 0.57 10.41
SVRN Sovereign Bancorp Inc. 0.71 101.34 0.53 10.72 0.72 78.85 0.82 16.45
SWBI Southwest Bancshares 0.41 67.34 0.30 2.72 0.28 67.34 1.08 10.01
SWCB Sandwich Co-operative Bank 1.08 101.16 0.81 10.19 1.09 92.55 0.93 11.61
SZB SouthFirst Bancshares Inc. 0.50 78.95 0.53 3.81 0.40 39.15 0.52 3.73
TBK Tolland Bank 2.93 63.86 2.13 30.73 1.87 54.09 0.83 11.83
THR Three Rivers Financial Corp. 1.07 75 1.21 8.80 0.8 44.02 0.80 5.68
THRD TF Financial Corporation 0.61 102.59 0.33 3.00 0.62 92.84 0.79 7.17
TPNZ Tappan Zee Financial Inc. 2.59 45.58 1.28 7.55 1.18 31.27 0.86 4.98
TRIC Tri-County Bancorp Inc. 0.00 NA 0.00 0.00 1.11 NA 1.10 7.24
TSBS Peoples Bancorp Inc. (MHC) 0.81 83.09 0.52 3.08 0.67 55.92 1.46 8.62
TSH Teche Holding Co. 0.30 319.98 0.27 2.04 0.96 304.97 0.93 6.90
TWIN Twin City Bancorp 0.00 NA 0.08 0.60 0.29 130.95 0.98 7.64
UBMT United Financial Corp. NA NA NA NA 0.22 NA 1.41 6.14
UFRM United Federal Savings Bank 0.66 147.82 0.54 7.22 0.98 135.44 0.62 8.34
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
USAB USABancshares, Inc. 1.55 63.50 0.67 6.27 0.99 63.50 0.98 8.43
VABF Virginia Beach Fed. Financial 0.14 658.51 0.68 9.97 0.93 56.59 0.65 9.65
VFFC Virginia First Financial Corp. 1.76 67.88 2.29 28.37 1.19 47.29 1.11 13.59
WAMU Washington Mutual Inc. 0.93 120.37 0.81 15.36 1.12 93.26 1.01 19.07
WAYN Wayne Savings & Loan Co. (MHC) 0.49 92.46 0.72 7.83 0.45 50.94 0.79 8.62
WBST Webster Financial Corp. 1.04 139.92 0.85 16.89 1.45 103.47 0.84 16.69
WCBI Westco Bancorp 0.54 69.42 0.60 3.95 0.38 47.07 1.49 9.78
WCFB Webster City Federal SB (MHC) 0.23 293.75 0.26 1.11 0.69 152.85 1.45 6.18
WEFC Wells Financial Corp. 0.21 176.10 0.21 1.49 0.37 121.72 1.07 7.51
WEHO Westwood Homestead Fin. Corp. 0.00 NA 0.00 0.00 0.21 255.81 0.99 3.23
WES Westcorp 1.04 186.87 0.74 8.19 1.95 134.25 1.12 12.12
WFI Winton Financial Corp. 0.14 220.20 0.29 4.05 0.32 78.21 1.02 14.30
WFSG Wilshire Financial Services NA NA NA NA 8.13 NA 1.78 30.72
WFSL Washington Federal Inc. 0.62 96.71 0.73 6.05 0.60 59.65 1.89 15.84
WHGB WHG Bancshares Corp. 0.18 160.96 0.15 0.71 0.29 160.96 0.93 4.37
WOFC Western Ohio Financial Corp. 0.43 135.80 0.34 2.50 0.58 NA 0.45 3.34
WRNB Warren Bancorp Inc. 1.00 178.96 1.08 10.44 1.79 98.45 1.83 17.88
WSB Washington Savings Bank, FSB NA NA NA NA 0.92 NA 0.73 8.78
WSFS WSFS Financial Corporation 2.41 109.64 1.66 31.85 2.65 96.79 1.12 21.27
WSTR WesterFed Financial Corp. 0.24 306.59 0.17 1.53 0.73 191.01 0.90 8.23
WVFC WVS Financial Corp. 0.55 230.13 0.30 2.65 1.25 230.13 1.21 10.92
WWFC Westwood Financial Corporation 0.00 NA 0.00 0.00 0.55 159.15 0.88 9.45
WYNE Wayne Bancorp Inc. 1.38 83.64 0.91 6.83 1.15 83.50 0.83 6.02
YFCB Yonkers Financial Corporation 1.17 87.61 0.57 3.85 1.02 65.11 1.11 7.37
YFED York Financial Corp. 0.09 675.05 1.24 14.38 0.64 23.05 0.95 11.27
------------------------------------------------------ -----------------------
Average 0.90 177.68 0.77 8.88 0.96 132.79 0.94 9.59
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 1.01 53.94 0.72 8.26 0.54 53.94 0.30 3.36
ATSB AmTrust Capital Corp. 3.66 25.47 2.84 27.96 0.93 23.48 0.42 4.16
CLAS Classic Bancshares Inc. 0.56 165.98 0.66 4.41 0.93 65.45 0.72 4.89
FFDF FFD Financial Corp. 0.01 NA 0.00 0.01 0.27 NA 0.90 3.61
HFFB Harrodsburg First Fin Bancorp 0.00 NA 0.00 0.00 0.38 59.81 1.39 5.23
HZFS Horizon Financial Svcs Corp. 0.89 57.78 0.96 9.81 0.52 25.93 0.48 4.71
LXMO Lexington B&L Financial Corp. 0.62 78.37 0.48 1.68 0.49 78.37 1.52 5.43
NBSI North Bancshares Inc. 0.00 NA 0.00 0.00 0.27 NA 0.58 4.07
PRBC Prestige Bancorp Inc. 0.44 87.47 0.30 2.71 0.38 85.33 0.68 5.98
SOBI Sobieski Bancorp Inc. 0.21 158.73 0.15 1.02 0.33 158.73 0.57 3.72
SZB SouthFirst Bancshares Inc. 0.50 78.95 0.53 3.81 0.40 39.15 0.52 3.73
------------------------------------------------------ -----------------------
Average 0.72 88.34 0.60 5.42 0.49 65.58 0.73 4.44
Maximum 3.66 165.98 2.84 27.96 0.93 158.73 1.52 5.98
Minimum 0.00 0.00 0.00 0.00 0.27 0.00 0.30 3.36
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAL California Federal Bank, a FSB 2.73 6.87 4.38 2.49 0.95 2.31 63.24 49.16
CCMD Chevy Chase Bank, FSB 4.55 7.73 3.92 3.81 4.65 7.16 80.49 56.67
AABC Access Anytime Bancorp, Inc. 3.05 6.90 3.94 2.96 0.67 3.05 83.94 80.31
AADV Advantage Bancorp Inc. 3.20 7.57 4.49 3.08 0.65 2.19 55.93 46.61
ABBK Abington Bancorp Inc. 3.40 7.30 4.05 3.25 0.79 2.59 62.37 53.25
ABCL Alliance Bancorp Inc. 2.73 6.93 4.29 2.64 1.23 2.61 67.38 52.24
ABCW Anchor BanCorp Wisconsin 3.02 7.59 4.69 2.90 0.70 2.12 58.61 48.62
AFBC Advance Financial Bancorp 3.82 7.55 3.83 3.73 0.27 2.53 63.36 60.70
AFCB Affiliated Community Bancorp 3.38 7.50 4.21 3.30 0.16 1.61 47.51 44.90
AFED AFSALA Bancorp Inc. 3.55 6.97 3.59 3.38 0.22 2.24 62.20 59.76
AFFFZ America First Financial Fund 2.92 7.14 4.34 2.81 0.35 1.79 64.04 59.59
AHCI Ambanc Holding Co. 3.42 7.22 3.92 3.30 0.24 2.73 73.97 72.08
AHM Ahmanson & Company (H.F.) 2.68 7.08 4.52 2.56 0.53 1.74 48.49 37.77
ALBC Albion Banc Corp. 3.53 7.53 4.14 3.39 0.46 3.20 83.05 80.77
ALBK ALBANK Financial Corp. 4.00 7.44 3.65 3.79 0.35 2.27 51.99 47.55
AMFC AMB Financial Corp. 3.65 7.48 3.90 3.58 0.59 2.92 70.14 65.24
ANA Acadiana Bancshares Inc. 3.68 7.61 4.01 3.60 0.37 2.47 62.54 58.67
ANBK American National Bancorp 3.30 7.64 4.45 3.19 0.16 2.13 57.64 55.47
ANDB Andover Bancorp Inc. 3.20 7.23 4.15 3.08 0.44 1.88 51.22 44.21
ASBI Ameriana Bancorp 3.16 7.41 4.38 3.03 0.55 2.22 62.00 55.17
ASBP ASB Financial Corp. 3.31 7.58 4.33 3.26 0.30 1.99 56.10 52.11
ASFC Astoria Financial Corp. 2.62 7.02 4.45 2.56 0.18 1.38 45.55 41.67
ATSB AmTrust Capital Corp. 2.85 7.03 4.30 2.73 0.47 2.74 85.66 83.20
AVND Avondale Financial Corp. 4.93 9.35 4.63 4.72 1.20 4.12 69.01 61.11
BANC BankAtlantic Bancorp Inc. 3.77 7.61 4.15 3.46 0.88 2.84 63.10 53.69
BDJI First Federal Bancorporation 3.25 7.23 4.14 3.09 0.48 2.42 68.40 63.49
BFD BostonFed Bancorp Inc. 3.47 7.19 3.87 3.32 0.39 2.32 64.26 60.05
BFFC Big Foot Financial Corp. 3.21 6.61 3.49 3.11 0.14 2.19 66.76 65.27
BFSB Bedford Bancshares Inc. 4.04 7.73 3.86 3.87 0.46 2.29 52.90 47.30
BKC American Bank of Connecticut 3.32 7.22 4.03 3.19 0.52 1.79 46.25 37.43
BKCT Bancorp Connecticut Inc. 3.83 7.60 3.85 3.75 0.32 2.01 49.49 45.13
BKUNA BankUnited Financial Corp. 2.23 7.32 5.18 2.14 0.22 1.49 61.17 57.19
BNKU Bank United Corp. 2.55 7.30 4.90 2.40 0.78 1.96 51.00 35.12
BPLS Bank Plus Corp. 2.50 6.96 4.54 2.42 0.34 2.29 74.91 71.38
BSBC Branford Savings Bank 4.33 7.63 3.38 4.25 0.40 3.35 70.75 68.03
BTHL Bethel Bancorp 4.39 8.43 4.25 4.18 0.73 3.83 75.36 71.06
BVCC Bay View Capital Corp. 2.87 7.70 4.87 2.82 0.49 2.18 63.53 57.25
BWFC Bank West Financial Corp. 3.13 7.32 4.36 2.95 0.51 2.49 71.93 67.05
BYFC Broadway Financial Corp. 4.49 7.60 3.26 4.34 0.50 3.86 76.99 74.31
CAFI Camco Financial Corp. 3.61 7.65 4.23 3.42 0.54 2.39 59.81 53.51
CAPS Capital Savings Bancorp Inc. 3.22 7.63 4.46 3.17 0.55 2.08 55.84 48.16
CASB Cascade Financial Corp. 2.77 7.68 5.01 2.68 0.32 2.07 68.12 64.34
CASH First Midwest Financial Inc. 3.30 7.87 4.68 3.19 0.37 1.99 52.83 47.43
CATB Catskill Financial Corp. 4.15 7.31 3.22 4.09 0.14 1.90 45.69 43.82
CBCI Calumet Bancorp Inc. 3.92 7.89 4.26 3.63 0.14 1.17 46.83 44.83
CBES CBES Bancorp Inc. 4.42 7.95 3.68 4.27 0.53 3.02 62.53 57.92
CBK Citizens First Financial Corp. 3.33 7.49 4.30 3.19 0.49 2.61 70.90 66.47
CBSA Coastal Bancorp Inc. 2.05 6.98 4.98 1.99 0.22 1.47 62.31 58.21
CBSB Charter Financial Inc. 3.87 7.66 4.04 3.62 0.61 2.17 47.05 38.18
CCFH CCF Holding Company 4.01 7.49 3.72 3.76 0.83 5.11 111.24 113.71
CEBK Central Co-operative Bank 3.60 6.98 3.60 3.38 0.23 2.43 64.92 62.48
CENB Century Bancorp Inc. 4.07 7.61 3.75 3.85 0.08 1.16 29.58 28.09
CENF CENFED Financial Corp. 2.32 7.26 5.02 2.25 0.35 1.43 52.78 45.36
CFB Commercial Federal Corp. 2.54 7.40 4.95 2.45 0.87 1.71 47.98 29.52
CFBC Community First Banking Co. 3.83 7.56 3.88 3.68 0.94 3.47 74.86 68.41
CFCP Coastal Financial Corp. 3.95 7.95 4.22 3.72 0.65 2.46 55.62 47.90
CFFC Community Financial Corp. 3.97 7.84 4.03 3.81 0.40 2.30 54.51 49.69
CFNC Carolina Fincorp Inc. 3.97 7.41 3.55 3.87 0.50 2.41 55.12 49.34
CFSB CFSB Bancorp Inc. 3.09 7.37 4.34 3.02 0.65 1.88 50.86 40.29
CFTP Community Federal Bancorp 3.64 7.00 3.40 3.60 0.19 1.78 47.02 44.26
CFX CFX Corp. 3.94 7.37 3.77 3.61 0.75 2.92 65.90 58.83
CIBI Community Investors Bancorp 3.51 7.70 4.29 3.41 0.17 1.99 55.61 53.43
CKFB CKF Bancorp Inc. 3.86 7.63 3.83 3.79 0.09 1.67 42.86 41.46
CLAS Classic Bancshares Inc. 3.86 7.23 3.60 3.63 0.33 2.81 68.49 65.63
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CMRN Cameron Financial Corp 4.08 8.00 4.10 3.90 0.09 1.84 46.10 44.87
CMSB Commonwealth Bancorp Inc. 3.40 6.93 3.76 3.18 0.54 2.97 72.23 67.51
CMSV Community Savings FA (MHC) 3.52 7.26 3.94 3.32 0.56 2.61 67.33 61.80
CNIT CENIT Bancorp Inc. 3.26 7.29 4.22 3.07 0.66 2.39 62.06 53.93
CNSB CNS Bancorp Inc. 3.66 7.22 3.70 3.53 0.16 2.14 58.17 56.24
CNY Carver Bancorp Inc. 2.97 6.49 3.65 2.84 0.30 2.45 76.07 73.53
COFI Charter One Financial 2.82 7.36 4.62 2.74 0.49 1.32 40.05 29.39
CONE Conestoga Bancorp, Inc. 2.84 6.42 3.68 2.73 0.16 2.05 70.85 69.16
COOP Cooperative Bankshares Inc. 3.02 7.35 4.42 2.92 0.14 2.03 66.40 64.75
CRZY Crazy Woman Creek Bancorp 3.71 7.37 3.73 3.64 0.13 1.75 46.48 44.58
CSA Coast Savings Financial 2.73 7.04 4.61 2.43 0.55 1.69 54.81 44.52
CSBF CSB Financial Group Inc. 3.40 6.68 3.40 3.28 0.19 2.58 70.71 69.02
CTZN CitFed Bancorp Inc. 2.51 7.01 4.62 2.39 1.13 2.00 53.83 32.06
CVAL Chester Valley Bancorp Inc. 3.86 7.65 3.87 3.78 0.38 2.53 60.57 56.63
DCBI Delphos Citizens Bancorp Inc. 3.96 7.32 3.45 3.86 0.19 1.70 41.95 39.03
DIBK Dime Financial Corp. 3.44 7.34 3.97 3.37 0.23 1.61 42.94 39.02
DIME Dime Community Bancorp Inc. 4.07 7.38 3.50 3.87 0.27 2.22 47.83 44.17
DME Dime Bancorp Inc. 2.51 6.87 4.45 2.41 0.44 1.52 51.74 42.86
DNFC D & N Financial Corp. 3.09 7.74 4.73 3.02 0.41 2.13 61.89 56.68
DSL Downey Financial Corp. 2.75 7.29 4.66 2.63 0.26 1.76 62.33 58.66
EBSI Eagle Bancshares 4.15 8.39 4.55 3.85 1.55 3.96 75.30 65.37
EFBC Empire Federal Bancorp Inc. 4.46 7.13 2.75 4.38 0.65 2.40 47.65 39.83
EFBI Enterprise Federal Bancorp 2.98 7.70 4.77 2.93 0.04 1.58 52.98 52.39
EGFC Eagle Financial Corp. 3.31 7.05 3.88 3.17 0.33 2.38 57.59 53.22
EGLB Eagle BancGroup Inc. 2.64 7.27 4.72 2.55 0.20 2.18 79.66 78.09
EIRE Emerald Isle Bancorp Inc. 3.58 7.78 4.30 3.48 0.17 2.10 57.41 55.31
EMLD Emerald Financial Corp. 2.87 7.54 4.74 2.80 0.27 1.52 48.88 43.98
EQSB Equitable Federal Savings Bank 2.38 7.22 4.91 2.31 0.52 1.75 60.61 51.69
ESBK Elmira Savings Bank (The) 3.73 7.56 4.04 3.52 0.83 3.42 77.15 71.79
ESX Essex Bancorp Inc. 3.14 7.90 4.94 2.96 1.29 3.63 75.22 64.40
ETFS East Texas Financial Services 3.06 6.97 3.96 3.01 0.23 2.20 68.06 65.60
FAB FirstFed America Bancorp Inc. 3.06 7.19 4.24 2.96 0.47 1.89 54.61 47.46
FBBC First Bell Bancorp Inc. 2.39 7.02 4.66 2.36 0.09 0.73 29.78 27.24
FBCI Fidelity Bancorp Inc. 3.00 7.33 4.40 2.94 0.24 1.88 58.76 55.39
FBCV 1ST Bancorp 2.69 7.57 5.01 2.56 0.31 2.58 86.62 85.02
FBER 1st Bergen Bancorp 3.58 7.24 3.78 3.46 0.08 2.07 60.27 59.30
FBHC Fort Bend Holding Corp. 3.38 7.01 3.95 3.07 1.87 3.93 80.47 68.57
FBNW FirstBank Corp. 4.04 7.95 4.12 3.83 0.78 4.06 88.21 85.82
FBSI First Bancshares Inc. 3.52 7.62 4.27 3.35 0.34 2.10 56.38 51.93
FCB Falmouth Co-Operative Bank 3.70 6.64 3.03 3.61 0.12 2.63 70.61 69.65
FCBF FCB Financial Corp. 3.76 8.40 4.71 3.69 0.40 1.97 48.16 42.61
FCME First Coastal Corp. 4.35 7.97 3.94 4.02 0.38 3.26 72.04 69.41
FDEF First Defiance Financial 4.25 7.80 3.76 4.04 0.23 2.45 56.31 53.84
FED FirstFed Financial Corp. 2.32 7.11 4.89 2.21 0.23 1.01 42.35 36.35
FESX First Essex Bancorp Inc. 3.32 7.58 4.38 3.19 0.23 2.00 54.87 51.56
FFBA First Colorado Bancorp Inc. 3.35 7.17 3.96 3.21 0.35 1.57 44.53 38.56
FFBH First Federal Bancshares of AR 3.25 7.62 4.42 3.20 0.25 2.19 66.37 63.71
FFBI First Financial Bancorp Inc. 3.08 7.42 4.44 2.97 0.60 2.99 83.79 80.54
FFBS FFBS BanCorp Inc. 3.74 7.51 3.83 3.68 0.43 1.97 47.98 41.83
FFBZ First Federal Bancorp Inc. 3.96 7.71 4.14 3.58 0.54 2.47 60.34 54.36
FFCH First Financial Holdings Inc. 3.11 7.50 4.50 3.00 0.73 2.25 60.32 50.73
FFDB FirstFed Bancorp Inc. 3.72 7.70 4.11 3.59 0.52 2.50 59.26 53.40
FFDF FFD Financial Corp. 3.34 6.88 3.58 3.30 0.07 1.83 54.43 53.47
FFED Fidelity Federal Bancorp 2.59 7.81 5.38 2.43 1.85 3.11 72.52 51.53
FFES First Federal of East Hartford 2.40 6.79 4.45 2.34 0.16 1.42 57.14 54.26
FFFC FFVA Financial Corp. 3.82 7.87 4.16 3.71 0.22 1.82 45.64 42.44
FFFD North Central Bancshares Inc. 4.07 7.61 3.67 3.94 1.16 2.17 42.48 25.59
FFFG F.F.O. Financial Group Inc. 3.78 7.61 4.03 3.58 0.75 3.09 70.89 64.79
FFFL Fidelity Bankshares Inc. (MHC) 3.31 7.26 4.13 3.13 0.41 2.49 68.67 64.53
FFHC First Financial Corp. 3.42 7.56 4.27 3.29 0.78 1.85 44.06 30.76
FFHH FSF Financial Corp. 3.13 7.44 4.40 3.04 0.42 1.96 56.68 50.62
FFHS First Franklin Corporation 2.76 7.24 4.57 2.68 0.17 1.73 59.32 56.68
FFIC Flushing Financial Corp. 3.92 7.55 3.79 3.77 0.21 2.10 52.71 50.05
FFKY First Federal Financial Corp. 4.24 7.95 3.96 3.98 0.58 2.09 44.41 36.31
</TABLE>
34
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFLC FFLC Bancorp Inc. 3.55 7.35 4.00 3.35 0.23 2.01 56.13 53.11
FFOH Fidelity Financial of Ohio 3.15 7.32 4.29 3.03 0.21 1.76 50.09 46.55
FFPB First Palm Beach Bancorp Inc. 3.00 7.47 4.59 2.88 0.38 2.18 64.93 60.25
FFSL First Independence Corp. 2.86 7.37 4.58 2.80 0.25 1.95 63.23 59.90
FFSX First Fed SB of Siouxland(MHC) 3.12 7.46 4.47 2.98 0.60 2.39 66.35 59.62
FFWC FFW Corp. 3.25 7.69 4.54 3.15 0.46 2.05 56.90 50.65
FFWD Wood Bancorp Inc. 4.26 8.09 3.98 4.11 0.25 2.27 52.02 49.08
FFYF FFY Financial Corp. 3.77 7.82 4.15 3.67 0.18 1.85 48.04 45.50
FGHC First Georgia Holding Inc. 4.31 8.37 4.45 3.92 0.79 3.11 64.51 57.32
FIBC Financial Bancorp Inc. 3.89 7.41 3.69 3.71 0.23 2.09 53.37 50.49
FISB First Indiana Corporation 4.36 8.39 4.23 4.17 0.81 2.78 56.08 47.54
FKFS First Keystone Financial 3.35 7.33 4.11 3.22 0.31 2.18 61.48 57.76
FKKY Frankfort First Bancorp Inc. 3.69 7.25 3.64 3.61 0.04 2.05 56.05 55.56
FLAG FLAG Financial Corp. 3.68 7.38 4.04 3.34 1.26 3.38 72.44 62.07
FLFC First Liberty Financial Corp. 3.92 7.88 4.31 3.58 0.81 2.67 58.06 48.52
FLGS Flagstar Bancorp Inc. 2.80 7.09 4.63 2.46 4.01 3.99 61.79 (0.44)
FLKY First Lancaster Bancshares 4.99 8.08 3.16 4.93 0.00 2.64 53.57 53.57
FMBD First Mutual Bancorp Inc. 2.98 6.93 4.17 2.76 0.35 2.45 75.01 71.83
FMCO FMS Financial Corporation 3.77 7.28 3.68 3.60 0.44 2.36 55.93 50.50
FMSB First Mutual Savings Bank 3.70 8.37 4.70 3.67 0.34 2.23 55.65 51.59
FNGB First Northern Capital Corp. 3.28 7.26 4.10 3.16 0.44 2.12 58.89 53.21
FOBC Fed One Bancorp 3.44 7.26 3.91 3.35 0.16 1.99 54.40 52.21
FPRY First Financial Bancorp 3.15 7.62 4.63 2.98 0.52 2.92 82.09 78.98
FRC First Republic Bancorp 2.52 7.80 5.30 2.50 0.16 1.53 49.11 45.84
FSBI Fidelity Bancorp Inc. 3.02 6.91 3.97 2.93 0.24 1.86 58.76 55.42
FSFC First Southeast Financial Corp 3.32 7.50 4.30 3.20 0.33 1.75 50.19 45.00
FSLA First Savings Bank (MHC) 3.21 7.10 3.99 3.11 0.20 1.73 49.34 46.04
FSNJ Bayonne Bancshares Inc. 2.48 6.71 4.28 2.43 0.26 1.76 65.61 61.90
FSPG First Home Bancorp Inc. 3.06 7.59 4.61 2.98 0.22 1.83 55.44 52.13
FSPT FirstSpartan Financial Corp. 3.53 7.51 4.06 3.45 0.40 2.06 53.35 47.94
FSSB First FS&LA of San Bernardino 3.67 7.74 4.33 3.41 0.89 4.27 100.81 101.02
FSTC First Citizens Corp. 4.56 7.90 3.57 4.33 0.66 (0.81) 61.28 55.39
FTF Texarkana First Financial Corp 4.02 8.01 4.09 3.92 0.45 1.39 32.33 24.60
FTFC First Federal Capital Corp. 3.07 7.47 4.56 2.91 1.22 2.54 60.99 44.63
FTNB Fulton Bancorp Inc. 3.69 7.50 3.87 3.63 0.49 2.43 59.22 53.66
FTSB Fort Thomas Financial Corp. 4.27 8.66 4.47 4.19 0.30 2.33 51.95 48.45
FWWB First SB of Washington Bancorp 3.79 7.82 4.18 3.64 0.3 1.93 46.6 42.14
GAF GA Financial Inc. 3.67 7.27 3.74 3.54 0.23 1.99 51.99 48.83
GBCI Glacier Bancorp Inc. 4.65 7.85 3.56 4.29 1.44 2.99 51.69 35.51
GDVS Greater Delaware Valley (MHC) 3.53 7.14 3.72 3.42 0.23 2.28 62.30 59.76
GDW Golden West Financial 2.31 7.13 4.89 2.24 0.17 0.81 33.70 28.57
GFCO Glenway Financial Corp. 3.27 7.52 4.37 3.15 0.26 2.03 57.00 53.49
GFED Guaranty Federal SB (MHC) 3.55 7.78 4.39 3.39 0.32 2.13 57.50 53.55
GFSB GFS Bancorp Inc. 3.59 8.21 4.64 3.56 0.24 1.79 47.20 43.71
GOSB GSB Financial Corp. 2.89 5.52 2.72 2.81 0.20 2.31 76.75 75.06
GPT GreenPoint Financial Corp. 3.94 7.36 3.69 3.67 0.35 2.01 42.04 36.55
GRTR Greater New York Savings Bank 3.12 7.00 4.04 2.96 0.27 1.99 59.13 55.36
GSB Golden State Bancorp Inc. 2.68 7.05 4.50 2.55 0.61 1.80 54.77 43.94
GSBC Great Southern Bancorp Inc. 3.97 8.02 4.21 3.81 1.53 2.59 48.46 27.73
GSFC Green Street Financial Corp. 4.47 7.41 3.00 4.41 0.05 1.79 40.12 39.47
GSLA GS Financial Corp. 5.02 7.09 2.26 4.83 0.02 2.03 41.88 41.63
GTFN Great Financial Corporation 2.91 7.41 4.67 2.74 0.87 2.33 63.38 51.79
GTPS Great American Bancorp 4.21 7.25 3.29 3.96 0.51 3.39 76.22 73.16
GUPB GFSB Bancorp Inc. 3.13 7.07 3.97 3.10 0.05 1.76 56.02 55.28
GWBC Gateway Bancorp Inc. 3.37 6.91 3.58 3.33 0.01 1.80 53.69 53.52
HALL Hallmark Capital Corp. 2.51 7.63 5.18 2.45 0.23 1.52 56.77 52.78
HARB Harbor Florida Bancorp (MHC) 3.74 7.75 4.12 3.63 0.31 1.88 47.80 43.30
HARL Harleysville Savings Bank 2.89 7.46 4.64 2.82 0.12 1.21 42.08 39.68
HARS Harris Savings Bank (MHC) 2.67 7.18 4.62 2.56 0.28 1.71 56.99 52.21
HAVN Haven Bancorp Inc. 3.21 7.26 4.19 3.07 0.65 2.65 70.56 64.36
HBBI Home Building Bancorp 3.48 7.51 4.13 3.38 0.24 2.39 65.93 63.52
HBEI Home Bancorp of Elgin Inc. 4.29 7.06 2.93 4.13 0.28 3.06 69.36 67.27
HBFW Home Bancorp 2.95 7.44 4.56 2.89 0.08 1.41 47.51 46.08
HBNK Highland Federal Bank FSB 4.40 8.76 4.70 4.05 0.35 2.08 46.71 42.17
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HBS Haywood Bancshares Inc. 3.44 7.44 4.17 3.28 0.32 1.81 57.61 53.50
HCBB HCB Bancshares Inc. 2.76 7.17 4.51 2.65 0.27 2.26 72.89 70.18
HCFC Home City Financial Corp. 3.93 8.14 4.30 3.84 0.13 2.18 54.80 53.28
HEMT HF Bancorp Inc. 2.50 6.97 4.56 2.40 0.23 2.29 76.94 74.74
HFFB Harrodsburg First Fin Bancorp 3.65 7.13 3.54 3.59 0.10 1.53 41.46 39.84
HFFC HF Financial Corp. 3.69 8.01 4.50 3.51 1.22 3.02 61.26 47.80
HFGI Harrington Financial Group 1.51 6.72 5.23 1.48 0.05 1.04 67.79 66.63
HFNC HFNC Financial Corp. 3.27 7.60 4.46 3.14 0.12 1.86 57.40 55.80
HFSA Hardin Bancorp Inc. 2.94 7.52 4.65 2.87 0.24 1.75 56.61 52.95
HHFC Harvest Home Financial Corp. 2.82 7.24 4.47 2.77 0.07 1.63 57.52 56.51
HIFS Hingham Instit. for Savings 4.08 7.78 3.83 3.96 0.30 2.12 49.89 46.08
HMCI HomeCorp Inc. 3.17 7.20 4.30 2.90 0.62 2.61 85.80 82.75
HMLK Hemlock Federal Financial Corp 3.59 6.91 3.35 3.56 0.24 2.01 53.04 49.93
HMNF HMN Financial Inc. 2.81 7.24 4.49 2.76 0.16 1.52 51.92 49.08
HOMF Home Federal Bancorp 3.71 7.91 4.38 3.53 0.85 2.33 54.83 43.93
HPBC Home Port Bancorp Inc. 4.70 8.23 3.68 4.55 0.44 2.15 43.18 37.70
HRBF Harbor Federal Bancorp Inc. 3.04 7.38 4.40 2.98 0.11 1.83 59.14 57.58
HRZB Horizon Financial Corp. 3.58 7.69 4.17 3.52 0.27 1.39 36.65 31.88
HTHR Hawthorne Financial Corp. 3.79 8.72 5.04 3.68 0.39 2.22 59.90 55.69
HVFD Haverfield Corp. 3.65 7.96 4.38 3.58 0.57 2.55 61.35 55.21
HWEN Home Financial Bancorp 4.14 8.54 4.56 3.98 0.52 3.18 71.80 68.14
HZFS Horizon Financial Svcs Corp. 3.19 7.64 4.52 3.12 0.42 2.31 65.47 60.78
IBSF IBS Financial Corp. 3.19 7.02 3.93 3.09 0.11 1.85 57.85 56.32
IFSB Independence Federal Svgs Bank 2.64 7.18 4.71 2.47 1.03 3.12 83.64 76.86
INBI Industrial Bancorp 4.09 8.03 4.02 4.02 0.13 1.79 43.29 41.45
INCB Indiana Community Bank SB 4.45 7.76 3.44 4.32 0.90 3.97 76.08 71.08
IPSW Ipswich Savings Bank 3.77 7.27 3.69 3.58 0.60 2.36 57.74 50.69
ISBF ISB Financial Corporation 3.64 7.23 3.84 3.39 0.68 2.71 62.98 55.62
ITLA ITLA Capital Corp. 5.01 9.98 5.02 4.96 0.17 2.25 43.28 41.29
IWBK InterWest Bancorp Inc. 3.33 7.62 4.49 3.13 0.69 2.08 54.28 44.25
JOAC Joachim Bancorp Inc. 4.23 7.20 3.05 4.15 0.12 2.74 66.05 65.03
JSB JSB Financial Inc. 4.57 7.05 2.59 4.46 0.27 1.64 37.17 33.33
JSBA Jefferson Savings Bancorp 3.22 7.74 4.62 3.12 0.19 1.81 51.32 48.41
JXSB Jacksonville Savings Bk (MHC) 3.58 7.54 4.24 3.30 0.41 2.76 74.36 71.15
JXVL Jacksonville Bancorp Inc. 4.37 8.28 4.02 4.26 0.58 2.02 46.59 39.26
KFBI Klamath First Bancorp 3.32 7.39 4.12 3.26 0.06 1.38 41.55 40.51
KNK Kankakee Bancorp Inc. 3.29 7.28 4.13 3.15 0.44 2.38 64.07 59.05
KSAV KS Bancorp Inc. 4.21 8.37 4.36 4.01 0.14 1.89 45.11 43.15
KSBK KSB Bancorp Inc. 4.38 8.20 3.96 4.24 0.77 3.31 64.56 58.11
KYF Kentucky First Bancorp Inc. 3.47 7.11 3.73 3.38 0.18 1.80 50.63 47.94
LARK Landmark Bancshares Inc. 3.11 7.44 4.38 3.06 0.24 1.48 44.69 40.30
LARL Laurel Capital Group Inc. 3.75 7.46 3.80 3.66 0.28 1.73 43.60 39.26
LFBI Little Falls Bancorp Inc. 2.69 6.64 4.05 2.59 0.09 1.71 58.57 57.20
LFCO Life Financial Corp. 4.41 9.41 5.58 3.83 7.70 5.62 48.59 (54.67)
LFED Leeds Federal Savings Bk (MHC) 2.98 7.02 4.09 2.93 0.10 0.98 32.45 30.15
LIFB Life Bancorp Inc. 2.69 7.40 4.78 2.61 0.22 1.34 45.14 40.62
LISB Long Island Bancorp Inc. 2.88 6.96 4.18 2.78 0.40 1.90 61.13 55.49
LOGN Logansport Financial Corp. 3.91 7.52 3.75 3.77 0.15 1.58 40.15 37.73
LONF London Financial Corporation 3.71 7.56 3.89 3.68 0.15 2.59 67.86 66.57
LSBI LSB Financial Corp. 3.54 7.76 4.44 3.32 0.34 2.46 67.16 63.82
LSBX Lawrence Savings Bank 3.29 7.27 4.07 3.20 0.30 2.14 61.03 57.37
LVSB Lakeview Financial 3.57 7.02 3.62 3.41 0.83 2.39 49.11 36.65
LXMO Lexington B&L Financial Corp. 3.99 7.77 3.85 3.91 0.13 1.69 41.86 39.86
MAFB MAF Bancorp Inc. 2.99 7.19 4.34 2.84 0.46 1.44 47.79 39.25
MARN Marion Capital Holdings 4.35 7.86 3.80 4.06 0.26 2.20 44.44 40.82
MASB MASSBANK Corp. 2.94 6.71 3.82 2.89 0.23 1.43 44.73 40.24
MBB MSB Bancorp Inc. 3.34 6.76 3.69 3.07 0.50 2.50 56.98 50.05
MBBC Monterey Bay Bancorp Inc. 2.81 7.12 4.44 2.69 0.32 2.30 69.99 66.44
MBLF MBLA Financial Corp. 2.19 7.02 4.85 2.17 0.00 0.64 29.44 29.32
MBSP Mitchell Bancorp Inc. 5.32 7.87 2.70 5.17 0.00 2.41 46.17 46.17
MCBN Mid-Coast Bancorp Inc. 3.97 7.87 4.22 3.65 0.43 2.84 69.12 65.45
MCBS Mid Continent Bancshares Inc. 2.67 7.00 4.50 2.49 1.99 2.43 54.28 17.87
MDBK Medford Savings Bank 3.29 6.97 3.80 3.17 0.24 1.71 47.22 43.31
MECH Mechanics Savings Bank 3.90 7.13 3.42 3.71 0.95 2.96 63.40 54.02
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MERI Meritrust Federal SB 3.68 7.37 3.83 3.53 0.75 2.26 53.40 43.50
METF Metropolitan Financial Corp. 3.40 8.17 4.94 3.23 0.41 2.42 65.37 60.92
MFBC MFB Corp. 3.21 7.50 4.34 3.16 0.18 1.92 57.60 55.19
MFCX Marshalltown Financial Corp. 2.71 6.96 4.29 2.67 0.09 1.71 62.36 61.16
MFFC Milton Federal Financial Corp. 3.08 7.35 4.36 2.99 0.13 2.00 64.41 62.82
MFLR Mayflower Co-operative Bank 3.98 7.46 3.70 3.76 0.35 2.45 58.64 54.85
MFSL Maryland Federal Bancorp 2.74 7.28 4.59 2.68 0.22 1.56 52.52 48.69
MGNL Magna Bancorp Inc. 5.54 8.42 3.51 4.91 2.80 5.13 61.72 39.94
MIFC Mid-Iowa Financial Corp. 3.02 7.35 4.39 2.96 1.07 2.20 54.94 38.68
MIVI Mississippi View Holding Co. 3.90 7.41 3.56 3.85 0.25 2.22 55.94 53.06
MLBC ML Bancorp Inc. 3.26 7.33 4.25 3.08 0.50 2.38 65.50 59.89
MONT Montgomery Financial Corp. 3.03 7.75 4.84 2.91 0.01 1.81 64.77 64.62
MRKF Market Financial Corp. 3.84 6.83 3.03 3.80 0.01 2.08 54.46 54.38
MSBF MSB Financial Inc. 4.79 8.22 3.59 4.63 0.38 2.55 51.02 47.03
MSBK Mutual Savings Bank FSB 1.71 6.37 4.71 1.67 0.44 2.12 101.82 102.30
MWBI Midwest Bancshares Inc. 2.91 7.47 4.64 2.83 0.22 1.73 56.92 53.60
MWBX MetroWest Bank 4.08 7.68 3.79 3.89 0.52 2.64 56.62 50.85
MWFD Midwest Federal Financial 3.96 8.09 4.27 3.83 0.83 2.83 59.58 50.82
NASB North American Savings Bank 3.51 8.29 4.85 3.44 0.79 2.08 49.48 37.85
NBN Northeast Bancorp 4.05 8.39 4.47 3.92 0.94 3.54 70.52 63.49
NBSI North Bancshares Inc. 3.30 7.33 4.09 3.24 0.21 2.66 77.13 75.67
NEIB Northeast Indiana Bancorp 3.58 7.84 4.31 3.53 0.35 1.76 45.22 39.75
NHTB New Hampshire Thrift Bncshrs 4.07 8.22 4.40 3.82 0.65 2.90 61.63 55.09
NASB NewMil Bancorp Inc. 3.87 7.29 3.55 3.74 0.45 2.66 65.08 60.88
NSLB NS&L Bancorp Inc. 3.23 6.62 3.48 3.14 0.24 1.96 58.03 54.76
NSSB Norwich Financial Corp. 4.41 7.53 3.36 4.17 0.53 2.79 54.86 49.12
NSSY Norwalk Savings Society 2.95 7.00 4.13 2.87 0.69 2.45 67.72 59.96
NTMG Nutmeg Federal S&LA 4.15 7.25 3.30 3.95 1.14 3.80 74.18 66.74
NWEQ Northwest Equity Corp. 3.83 8.02 4.41 3.61 0.48 2.35 56.10 50.29
NWSB Northwest Savings Bank (MHC) 4.01 8.02 4.23 3.79 0.29 2.34 55.66 52.29
NYB New York Bancorp Inc. 3.91 7.72 3.87 3.85 0.37 1.48 34.46 28.19
OCFC Ocean Financial Corp. 3.15 6.93 3.85 3.08 0.16 1.67 51.39 48.81
OCN Ocwen Financial Corp. 4.81 9.80 5.69 4.11 0.78 3.28 84.26 81.29
OFCP Ottawa Financial Corp. 3.44 7.45 4.28 3.18 0.43 2.15 55.63 49.56
OHSL OHSL Financial Corp. 3.23 7.70 4.53 3.16 0.13 1.99 60.56 58.91
PALM Palfed Inc. 4.09 8.25 4.38 3.87 0.59 2.99 62.61 56.96
PAMM PacificAmerica Money Center 8.34 8.77 3.59 5.18 61.45 41.43 61.93 (389.68)
PBCI Pamrapo Bancorp Inc. 4.75 7.77 3.24 4.53 0.31 2.48 49.66 46.22
PBCT People's Bank (MHC) 3.42 6.62 3.48 3.15 2.29 4.06 72.79 52.96
PBHC Oswego City Savings Bk (MHC) 4.19 7.35 3.54 3.81 0.66 2.77 58.35 51.18
PBKB People's Bancshares Inc. 3.48 7.35 4.05 3.30 0.32 2.82 75.89 73.57
PCBC Perry County Financial Corp. 2.99 6.90 3.96 2.94 0.04 1.08 36.33 35.47
PCCI Pacific Crest Capital 4.41 9.36 5.03 4.33 0.17 2.43 53.66 51.85
PDB Piedmont Bancorp Inc. 3.99 7.85 3.97 3.88 0.25 2.09 50.61 47.41
PEEK Peekskill Financial Corp. 3.73 6.79 3.10 3.69 0.13 1.81 47.41 45.53
PERM Permanent Bancorp Inc. 2.72 7.15 4.53 2.62 0.43 1.97 63.88 57.97
PERT Perpetual Bank (MHC) 3.84 7.73 4.02 3.72 1.07 3.03 63.44 52.90
PETE Primary Bank 3.79 7.31 3.77 3.54 0.76 3.16 72.04 66.06
PFDC Peoples Bancorp 3.79 7.78 4.02 3.76 0.21 1.46 36.84 33.30
PFED Park Bancorp Inc. 3.59 7.08 3.62 3.46 0.07 2.19 67.39 66.75
PFFB PFF Bancorp Inc. 2.91 7.23 4.41 2.83 0.48 1.98 56.45 48.99
PFFC Peoples Financial Corp. 3.71 7.00 3.38 3.62 0.02 2.26 61.97 61.73
PFNC Progress Financial Corp. 4.58 8.24 3.98 4.26 1.19 3.93 70.90 62.75
PFSB PennFed Financial Services Inc 2.66 7.13 4.57 2.55 0.16 1.37 43.42 39.96
PFSL Pocahontas FS&LA (MHC) 2.05 7.01 5.01 2.00 0.31 1.25 54.24 47.16
PHBK Peoples Heritage Finl Group 4.74 7.71 3.33 4.38 0.90 3.26 59.08 50.63
PHFC Pittsburgh Home Financial Corp 3.10 7.59 4.59 3.00 0.15 1.81 56.23 54.05
PHSB Peoples Home Savings Bk (MHC) 3.43 7.22 3.90 3.32 0.36 2.71 73.01 70.06
PKPS Poughkeepsie Financial Corp. 3.31 7.67 4.51 3.16 0.40 2.45 66.40 62.11
PLSK Pulaski Savings Bank (MHC) 3.07 6.91 3.93 2.98 0.07 1.89 60.95 60.04
PMFI Perpetual Midwest Financial 2.96 7.72 4.90 2.82 0.40 2.11 65.23 60.30
PRBC Prestige Bancorp Inc. 3.25 7.01 3.85 3.16 0.29 2.27 65.78 62.62
PROV Provident Financial Holdings 3.23 7.10 4.01 3.09 0.66 2.98 79.10 74.64
PSBK Progressive Bank Inc. 4.14 7.82 3.90 3.92 0.37 2.44 52.02 47.49
</TABLE>
37
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PSFC Peoples-Sidney Financial Corp. 3.27 7.69 4.49 3.20 0.07 1.67 50.92 49.80
PSFI PS Financial Inc. 5.16 7.45 2.38 5.08 0.08 1.72 33.40 32.35
PTRS Potters Financial Corp. 3.36 7.12 3.87 3.25 0.31 2.41 67.64 64.52
PULB Pulaski Bank, Svgs Bank (MHC) 3.77 7.59 3.91 3.68 0.26 2.31 58.54 55.64
PULS Pulse Bancorp 2.73 7.05 4.38 2.67 0.07 1.03 37.77 36.09
PVFC PVF Capital Corp. 4.11 8.79 4.70 4.09 0.28 2.36 54.47 51.31
PVSA Parkvale Financial Corporation 2.98 7.22 4.28 2.95 0.23 1.47 45.57 41.36
PWBC PennFirst Bancorp Inc. 2.24 6.95 4.78 2.18 0.12 1.13 45.99 42.91
PWBK Pennwood Bancorp Inc. 4.51 7.90 3.65 4.25 0.22 2.56 53.42 50.97
QCBC Quaker City Bancorp Inc. 3.12 7.71 4.65 3.06 0.35 1.91 52.15 46.68
QCFB QCF Bancorp Inc. 4.05 7.09 3.07 4.02 0.35 1.82 41.66 36.64
QCSB Queens County Bancorp Inc. 4.60 8.20 3.73 4.46 0.15 1.93 41.81 39.88
RARB Raritan Bancorp Inc. 3.63 7.24 3.75 3.50 0.25 1.99 51.99 48.51
RCSB RCSB Financial Inc. 3.56 7.57 4.25 3.32 1.57 3.23 66.70 50.95
REDF RedFed Bancorp Inc. 3.38 7.03 3.85 3.18 0.73 2.83 69.17 62.06
RELI Reliance Bancshares Inc. 5.14 7.72 2.63 5.10 0.04 5.06 98.51 98.49
RELY Reliance Bancorp Inc. 3.40 7.15 3.92 3.23 0.17 1.76 46.41 43.65
RIVR River Valley Bancorp 4.17 7.34 3.46 3.88 0.54 2.73 60.51 54.96
ROSE TR Financial Corp. 2.61 7.19 4.63 2.56 0.22 1.31 46.81 42.21
RSLN Roslyn Bancorp Inc. 3.38 7.20 3.91 3.30 0.22 1.42 39.71 35.69
RVSB Riverview Savings Bank (MHC) 4.45 8.15 3.96 4.18 0.75 2.89 55.67 47.75
SBFL SB of the Finger Lakes (MHC) 3.13 7.19 4.15 3.04 0.22 2.67 78.70 77.16
SBOS Boston Bancorp (The) 2.95 6.88 4.00 2.87 0.15 1.27 42.96 39.99
SCBS Southern Community Bancshares 4.24 7.11 2.90 4.20 0.43 2.76 59.46 55.28
SCCB S. Carolina Community Bancshrs 4.03 7.54 3.60 3.94 0.27 2.56 60.70 58.02
SECP Security Capital Corp. 3.71 7.64 4.06 3.58 0.56 1.78 43.06 34.12
SFED SFS Bancorp Inc. 3.47 7.22 3.84 3.37 0.24 2.47 68.46 66.18
SFFC StateFed Financial Corporation 3.53 7.79 4.45 3.34 0.26 1.09 56.51 53.16
SFIN Statewide Financial Corp. 3.79 7.46 3.78 3.68 0.23 2.51 64.15 61.92
SFNB Security First Network Bank 4.26 5.39 2.10 3.29 15.25 51.80 275.63 NA
SFSB SuburbFed Financial Corp. 2.87 7.12 4.33 2.79 0.68 2.56 73.65 67.24
SFSL Security First Corp. 4.02 8.26 4.39 3.87 0.26 2.03 49.02 45.61
SGVB SGV Bancorp Inc. 2.61 7.20 4.67 2.53 0.21 2.17 76.08 74.12
SHEN First Shenango Bancorp Inc. 3.28 7.48 4.26 3.22 0.17 1.44 41.70 38.61
SISB SIS Bancorp Inc. 3.76 7.11 3.55 3.56 0.78 2.84 65.01 57.30
SKAN Skaneateles Bancorp Inc. 4.12 7.72 3.82 3.90 0.71 3.34 71.50 66.30
SKBO First Carnegie Deposit (MHC) 2.76 6.70 4.00 2.69 0.06 1.53 55.77 54.80
SMBC Southern Missouri Bancorp Inc. 3.04 6.94 3.95 2.99 0.32 1.86 59.96 55.64
SMFC Sho-Me Financial Corp. 3.42 7.91 4.60 3.31 0.42 1.66 44.38 37.28
SOBI Sobieski Bancorp Inc. 3.42 7.23 3.91 3.32 0.05 2.29 67.85 67.37
SOPN First Savings Bancorp Inc. 3.93 7.71 3.86 3.85 0.19 1.19 29.63 26.17
SOSA Somerset Savings Bank 4.13 8.19 4.28 3.91 0.20 3.03 63.96 62.11
SPBC St. Paul Bancorp Inc 3.13 7.08 4.08 3.00 0.92 2.24 58.52 45.79
SRN Southern Banc Company Inc. 2.86 7.02 4.21 2.80 0.06 2.07 70.78 70.15
SSB Scotland Bancorp Inc 4.68 7.49 2.90 4.60 0.10 2.28 48.65 47.55
SSFC South Street Financial Corp. 3.40 7.33 4.03 3.29 0.05 1.40 41.81 41.00
SSM Stone Street Bancorp Inc. 4.78 7.75 3.18 4.58 0.20 3.20 66.96 65.54
STFR St. Francis Capital Corp. 2.83 7.28 4.64 2.64 0.32 2.02 65.50 61.31
STND Standard Financial Inc. 2.65 6.98 4.39 2.59 0.18 1.55 55.64 52.48
STSA Sterling Financial Corp. 2.90 7.68 4.93 2.76 0.55 2.36 67.17 60.66
SVRN Sovereign Bancorp Inc. 2.56 7.05 4.60 2.45 0.31 1.46 49.24 42.92
SWBI Southwest Bancshares 3.40 7.47 4.27 3.20 0.18 1.81 56.74 54.27
SWCB Sandwich Co-operative Bank 3.69 7.24 3.70 3.53 0.48 2.46 58.32 52.67
SZB SouthFirst Bancshares Inc. 3.85 7.52 3.94 3.58 1.51 4.13 81.08 73.11
TBK Tolland Bank 3.65 7.21 3.73 3.48 0.49 2.82 66.07 61.25
THR Three Rivers Financial Corp. 3.66 7.36 3.83 3.53 0.52 2.83 69.51 64.99
THRD TF Financial Corporation 3.23 6.95 3.84 3.11 0.21 2.08 57.93 55.09
TPNZ Tappan Zee Financial Inc. 3.78 7.37 3.68 3.69 0.13 2.32 60.41 59.05
TRIC Tri-County Bancorp Inc. 3.10 7.24 4.21 3.03 0.18 1.73 53.81 51.05
TSBS Peoples Bancorp Inc. (MHC) 3.70 6.93 3.41 3.52 0.25 1.95 48.90 45.21
TSH Teche Holding Co. 3.43 7.65 4.29 3.36 0.65 2.54 63.60 56.56
TWIN Twin City Bancorp 3.92 7.75 3.96 3.80 0.39 2.51 60.25 56.17
UBMT United Financial Corp. 3.82 7.09 3.41 3.68 0.56 1.98 46.73 38.63
UFRM United Federal Savings Bank 3.79 8.10 4.56 3.54 1.11 3.51 75.33 67.59
</TABLE>
38
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
USAB USABancshares, Inc. 4.79 9.40 4.75 4.65 0.76 4.16 72.13 67.58
VABF Virginia Beach Fed. Financial 3.25 8.03 4.88 3.16 0.40 2.59 72.42 68.92
VFFC Virginia First Financial Corp. 4.01 8.31 4.43 3.87 0.65 3.35 73.67 69.25
WAMU Washington Mutual Inc. 2.85 7.41 4.67 2.74 0.62 1.66 48.27 36.63
WAYN Wayne Savings & Loan Co. (MHC) 3.31 7.51 4.32 3.20 0.24 2.30 66.97 64.52
WBST Webster Financial Corp. 3.25 7.04 3.92 3.11 0.47 2.10 55.08 48.24
WCBI Westco Bancorp 3.70 7.61 4.01 3.60 0.26 1.61 41.69 37.41
WCFB Webster City Federal SB (MHC) 3.66 7.11 3.52 3.58 0.20 1.40 36.70 33.18
WEFC Wells Financial Corp. 3.41 7.56 4.19 3.37 0.47 1.94 50.46 43.50
WEHO Westwood Homestead Fin. Corp. 3.48 7.51 4.07 3.44 0.10 1.93 54.38 53.05
WES Westcorp 3.77 7.74 4.52 3.22 5.17 7.39 87.53 67.51
WFI Winton Financial Corp. 3.14 8.01 4.93 3.08 0.13 1.91 58.82 57.04
WFSG Wilshire Financial Services 2.03 9.13 7.22 1.90 0.98 3.57 142.50 164.41
WFSL Washington Federal Inc. 3.67 8.13 4.57 3.56 0.08 0.75 18.87 17.13
WHGB WHG Bancshares Corp. 3.93 7.25 3.48 3.77 0.12 2.32 59.46 58.16
WOFC Western Ohio Financial Corp. 3.05 7.45 4.57 2.88 0.12 2.24 74.67 73.66
WRNB Warren Bancorp Inc. 5.16 8.07 3.14 4.94 0.29 2.67 50.43 47.53
WSB Washington Savings Bank, FSB 2.70 8.06 5.47 2.59 0.21 1.60 64.23 61.33
WSFS WSFS Financial Corporation 3.44 8.12 4.74 3.38 0.69 2.35 54.65 45.43
WSTR WesterFed Financial Corp. 3.58 7.37 4.06 3.31 0.69 2.86 67.25 60.37
WVFC WVS Financial Corp. 3.66 7.61 4.00 3.61 0.12 1.73 46.43 44.67
WWFC Westwood Financial Corporation 2.98 7.01 4.10 2.91 0.16 1.61 49.45 46.67
WYNE Wayne Bancorp Inc. 3.58 7.26 3.78 3.49 0.23 2.31 62.11 59.63
YFCB Yonkers Financial Corporation 3.94 7.48 3.63 3.85 0.30 2.19 52.97 49.36
YFED York Financial Corp. 3.30 7.58 4.47 3.11 0.45 2.34 63.41 58.15
--------------------------------------------------------------------------------------------
Average 3.51 7.49 4.12 3.36 0.66 2.49 59.20 52.30
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 3.53 7.53 4.14 3.39 0.46 3.20 83.05 80.77
ATSB AmTrust Capital Corp. 2.85 7.03 4.30 2.73 0.47 2.74 85.66 83.20
CLAS Classic Bancshares Inc. 3.86 7.23 3.60 3.63 0.33 2.81 68.49 65.63
FFDF FFD Financial Corp. 3.34 6.88 3.58 3.30 0.07 1.83 54.43 53.47
HFFB Harrodsburg First Fin Bancorp 3.65 7.13 3.54 3.59 0.10 1.53 41.46 39.84
HZFS Horizon Financial Svcs Corp. 3.19 7.64 4.52 3.12 0.42 2.31 65.47 60.78
LXMO Lexington B&L Financial Corp. 3.99 7.77 3.85 3.91 0.13 1.69 41.86 39.86
NBSI North Bancshares Inc. 3.30 7.33 4.09 3.24 0.21 2.66 77.13 75.67
PRBC Prestige Bancorp Inc. 3.25 7.01 3.85 3.16 0.29 2.27 65.78 62.62
SOBI Sobieski Bancorp Inc. 3.42 7.23 3.91 3.32 0.05 2.29 67.85 67.37
SZB SouthFirst Bancshares Inc. 3.85 7.52 3.94 3.58 1.51 4.13 81.08 73.11
--------------------------------------------------------------------------------------------
Average 3.48 7.30 3.94 3.36 0.37 2.50 66.57 63.85
Maximum 3.99 7.77 4.52 3.91 1.51 4.13 85.66 83.20
Minimum 2.85 6.88 3.54 2.73 0.05 1.53 41.46 39.84
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAL California Federal Bank, a FSB 7.26 (9.37) (8.46) NA NA NA NA NA NA
CCMD Chevy Chase Bank, FSB 0.13 (14.05) 41.61 NA NA NA NA NA NA
AABC Access Anytime Bancorp, Inc. (6.91) 39.96 (11.31) 7.75 5.938 5.938 5.250 6.53 6.53
AADV Advantage Bancorp Inc. (0.76) 0.46 (9.54) 145.52 38.250 40.750 36.500 29.04 27.15
ABBK Abington Bancorp Inc. 7.48 0.52 6.48 60.73 25.500 25.750 20.500 18.73 16.87
ABCL Alliance Bancorp Inc. 27.76 (25.91) 6.53 180.39 30.125 30.656 27.750 23.40 23.11
ABCW Anchor BanCorp Wisconsin 8.68 7.90 4.23 248.84 24.375 25.000 21.000 26.49 25.99
AFBC Advance Financial Bancorp 13.45 6.24 16.77 17.08 14.000 14.500 12.750 14.75 14.75
AFCB Affiliated Community Bancorp 13.43 10.52 6.80 172.25 23.500 25.000 19.200 16.75 16.65
AFED AFSALA Bancorp Inc. 18.20 8.16 21.47 23.64 14.625 14.813 12.563 15.92 15.92
AFFFZ America First Financial Fund 1.39 13.76 (0.33) 241.93 39.125 39.563 29.500 28.97 28.61
AHCI Ambanc Holding Co. 5.74 31.38 18.84 65.24 16.250 16.625 12.688 14.29 14.29
AHM Ahmanson & Company (H.F.) (9.57) (2.46) (19.27) 5,323.10 43.188 47.125 35.250 20.35 17.34
ALBC Albion Banc Corp. 13.95 6.41 16.03 5.81 23.000 23.000 18.125 23.96 23.96
ALBK ALBANK Financial Corp. 12.12 7.45 (0.21) 510.15 39.500 41.000 34.000 25.85 22.59
AMFC AMB Financial Corp. 2.29 10.93 (12.37) 13.98 14.000 15.000 13.125 14.62 14.62
ANA Acadiana Bancshares Inc. 8.12 19.71 (4.51) 59.42 19.813 20.000 17.500 16.98 16.98
ANBK American National Bancorp 10.41 19.55 9.69 70.91 14.375 14.750 12.625 13.08 13.08
ANDB Andover Bancorp Inc. 13.67 7.09 27.31 159.60 30.375 31.125 26.250 19.58 19.58
ASBI Ameriana Bancorp (4.41) 7.79 5.76 70.26 16.500 17.000 15.250 13.49 13.48
ASBP ASB Financial Corp. 10.42 14.98 11.12 22.59 11.750 12.250 11.500 10.15 10.15
ASFC Astoria Financial Corp. (1.30) 44.32 4.54 1,024.54 47.500 47.500 34.750 28.59 24.01
ATSB AmTrust Capital Corp. (6.58) (2.97) 10.48 6.71 12.125 12.250 10.000 13.72 13.57
AVND Avondale Financial Corp. (17.73) (36.74) 23.78 51.11 14.500 17.500 12.750 15.85 15.85
BANC BankAtlantic Bancorp Inc. (6.15) 17.80 (12.30) 283.13 14.125 14.500 12.125 6.83 5.61
BDJI First Federal Bancorporation 10.67 11.47 3.33 14.59 20.250 20.250 17.750 17.61 17.61
BFD BostonFed Bancorp Inc. 14.84 9.50 27.11 107.35 17.688 17.750 14.375 15.37 14.86
BFFC Big Foot Financial Corp. 4.11 26.48 (2.43) 44.60 14.875 15.000 13.250 14.35 14.35
BFSB Bedford Bancshares Inc. 12.01 10.92 9.01 27.42 23.875 23.875 19.000 17.75 17.75
BKC American Bank of Connecticut 11.74 (0.10) 7.81 85.31 35.938 36.000 31.125 21.77 20.90
BKCT Bancorp Connecticut Inc. 14.15 13.85 10.98 82.35 25.500 26.250 22.000 17.33 17.33
BKUNA BankUnited Financial Corp. 97.45 92.92 35.37 109.76 9.875 10.375 8.500 7.59 6.15
BNKU Bank United Corp. 15.87 11.62 14.54 1,291.47 38.000 38.375 28.250 18.44 17.99
BPLS Bank Plus Corp. 29.06 22.56 29.35 220.85 10.875 11.500 9.625 9.27 9.25
BSBC Branford Savings Bank 20.58 (7.69) 14.44 33.21 4.688 4.750 3.625 2.64 2.64
BTHL Bethel Bancorp 3.68 (5.87) (7.28) 15.15 13.250 13.250 11.000 13.71 11.51
BVCC Bay View Capital Corp. 6.78 1.58 (18.75) 343.95 26.250 26.750 22.625 15.12 12.69
BWFC Bank West Financial Corp. 23.55 33.45 9.56 32.00 13.500 14.250 11.250 12.88 12.88
BYFC Broadway Financial Corp. 11.73 (4.55) 14.75 9.19 11.000 11.250 10.750 14.65 14.65
CAFI Camco Financial Corp. 14.73 18.67 8.22 57.05 17.738 17.857 16.667 14.58 13.45
CAPS Capital Savings Bancorp Inc. 7.74 5.90 4.25 29.80 17.375 18.250 12.750 11.28 11.28
CASB Cascade Financial Corp. 17.94 28.82 22.87 33.42 12.000 16.800 11.600 8.78 8.78
CASH First Midwest Financial Inc. 5.02 17.48 7.69 51.26 16.625 17.500 15.000 15.62 13.84
CATB Catskill Financial Corp. 15.04 1.78 4.26 79.60 15.500 16.000 13.938 15.08 15.08
CBCI Calumet Bancorp Inc. 1.62 (3.00) 5.23 89.71 38.000 39.500 34.250 36.47 36.47
CBES CBES Bancorp Inc. 15.48 12.47 38.31 18.19 16.813 17.500 14.000 17.08 17.08
CBK Citizens First Financial Corp. (0.06) 11.77 (3.49) 43.02 15.500 16.750 14.625 16.14 16.14
CBSA Coastal Bancorp Inc. 15.61 35.32 14.90 149.15 29.750 29.750 22.750 19.63 16.32
CBSB Charter Financial Inc. (1.57) 0.43 (0.83) 84.03 17.750 18.000 16.750 13.71 12.13
CCFH CCF Holding Company 63.77 63.22 32.40 13.94 16.500 16.750 15.750 14.36 14.36
CEBK Central Co-operative Bank 29.25 (0.46) 11.33 40.77 18.000 18.500 15.875 17.40 15.57
CENB Century Bancorp Inc. 7.47 10.97 7.69 32.38 69.500 71.000 62.000 73.45 73.45
CENF CENFED Financial Corp. 5.68 (2.19) (5.66) 205.87 34.500 34.500 26.375 20.85 20.81
CFB Commercial Federal Corp. 11.29 11.19 (3.64) 991.43 37.125 37.625 32.125 19.77 17.53
CFBC Community First Banking Co. 93.10 7.50 51.79 76.33 NA NA NA NA NA
CFCP Coastal Financial Corp. 14.98 7.71 (0.24) 112.54 23.000 23.000 16.125 6.69 6.69
CFFC Community Financial Corp. 18.38 15.50 2.24 27.74 22.750 23.250 21.500 18.86 18.86
CFNC Carolina Fincorp Inc. 10.43 22.25 11.82 32.63 15.375 15.375 14.125 13.74 13.74
CFSB CFSB Bancorp Inc. 5.36 9.1 0.51 135.06 23.25 24.75 19.318 12.65 12.65
CFTP Community Federal Bancorp 5.80 7.64 3.00 79.85 18.000 19.875 17.125 13.96 13.96
CFX CFX Corp. 26.27 44.04 11.39 272.73 21.000 21.000 15.500 10.52 9.84
CIBI Community Investors Bancorp (21.11) 12.51 4.98 14.41 12.750 13.500 11.500 11.96 11.96
CKFB CKF Bancorp Inc. 4.09 9.34 (5.97) 18.05 19.250 20.500 18.000 16.97 16.97
CLAS Classic Bancshares Inc. (3.13) 21.40 (5.61) 18.43 14.000 14.750 12.250 14.87 12.57
</TABLE>
41
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CMRN Cameron Financial Corp 21.07 17.08 0.59 46.95 18.000 18.000 15.875 17.18 17.18
CMSB Commonwealth Bancorp Inc. 9.48 25.68 5.69 295.98 16.375 16.625 13.500 12.89 10.08
CMSV Community Savings FA (MHC) 10.24 13.48 1.88 166.70 22.000 22.375 19.625 15.95 15.95
CNIT CENIT Bancorp Inc. 1.56 35.33 18.26 81.41 48.750 48.750 40.000 31.12 28.58
CNSB CNS Bancorp Inc. 1.01 19.65 0.07 28.93 16.625 17.000 15.000 14.84 14.84
CNY Carver Bancorp Inc. (9.19) 73.95 4.61 27.63 11.750 12.250 9.125 14.93 14.32
COFI Charter One Financial 14.94 25.48 (3.16) 2,612.42 53.875 53.875 42.250 21.15 19.80
CONE Conestoga Bancorp, Inc. 4.86 (4.86) 5.85 NA 20.625 20.780 20.125 17.58 17.58
COOP Cooperative Bankshares Inc. 4.52 8.81 4.02 41.77 22.000 22.000 20.500 18.03 18.03
CRZY Crazy Woman Creek Bancorp 17.16 0.98 7.49 13.85 13.500 13.750 13.000 14.68 14.68
CSA Coast Savings Financial 13.90 2.17 (4.96) 923.81 45.438 46.000 38.500 24.06 23.75
CSBF CSB Financial Group Inc. 7.07 (4.82) 6.29 11.18 12.000 12.500 11.000 12.99 12.27
CTZN CitFed Bancorp Inc. 21.82 48.77 9.92 401.69 38.750 38.750 33.000 22.83 20.56
CVAL Chester Valley Bancorp Inc. 24.23 20.85 30.47 45.40 20.250 21.750 16.500 13.15 13.15
DCBI Delphos Citizens Bancorp Inc. 0.35 16.10 (0.39) 34.66 15.000 15.000 12.438 14.93 14.93
DIBK Dime Financial Corp. 29.20 (3.31) 39.99 152.00 25.500 26.000 18.000 13.52 13.08
DIME Dime Community Bancorp Inc. 25.14 39.70 0.47 252.86 20.000 20.000 16.625 14.58 12.56
DME Dime Bancorp Inc. 35.15 29.36 15.11 2,087.34 17.500 19.000 14.875 10.21 9.74
DNFC D & N Financial Corp. 21.03 33.47 5.08 172.03 19.250 19.250 17.250 10.84 10.72
DSL Downey Financial Corp. 29.26 38.03 12.16 614.87 23.625 23.625 18.095 15.26 15.05
EBSI Eagle Bancshares 11.95 15.22 15.34 94.80 17.875 17.922 15.250 12.45 12.45
EFBC Empire Federal Bancorp Inc. 2.33 7.50 (7.96) 40.83 14.375 14.625 12.500 15.65 15.65
EFBI Enterprise Federal Bancorp 11.78 32.92 8.00 39.02 19.125 19.125 15.250 15.79 15.78
EGFC Eagle Financial Corp. 132.62 129.04 111.26 226.54 30.375 30.750 26.750 22.02 17.19
EGLB Eagle BancGroup Inc. 8.86 24.56 (2.73) 20.58 15.500 15.875 14.750 16.69 16.69
EIRE Emerald Isle Bancorp Inc. 12.49 17.64 16.66 56.76 19.625 19.625 17.000 13.39 13.39
EMLD Emerald Financial Corp. 9.82 8.18 8.21 70.27 14.500 15.000 11.375 9.03 8.89
EQSB Equitable Federal Savings Bank 16.48 19.84 9.65 22.58 37.000 38.500 33.250 25.80 25.80
ESBK Elmira Savings Bank (The) 9.36 (6.59) 5.95 17.13 19.875 21.250 19.250 20.72 19.87
ESX Essex Bancorp Inc. 22.58 3.74 26.28 2.05 1.000 1.625 1.000 0.49 0.31
ETFS East Texas Financial Services 3.61 21.39 (2.18) 19.61 18.000 18.375 16.875 19.97 19.97
FAB FirstFed America Bancorp Inc. 16.80 27.61 1.23 176.32 17.750 18.250 13.625 15.35 15.35
FBBC First Bell Bancorp Inc. 3.02 12.24 10.48 103.77 16.750 16.750 14.500 10.78 10.78
FBCI Fidelity Bancorp Inc. 3.15 9.90 6.01 62.47 18.500 19.500 18.500 18.22 18.18
FBCV 1ST Bancorp (3.81) (12.70) (6.34) 24.43 30.063 33.250 30.000 32.00 31.35
FBER 1st Bergen Bancorp 51.48 (5.42) 10.61 55.51 15.250 15.750 12.875 13.47 13.47
FBHC Fort Bend Holding Corp. 31.98 54.59 29.35 28.85 29.250 30.500 23.750 23.23 21.64
FBNW FirstBank Corp. 47.92 43.49 17.03 34.47 NA NA NA NA NA
FBSI First Bancshares Inc. 9.81 14.08 12.06 26.57 20.000 20.500 19.000 20.27 20.24
FCB Falmouth Co-Operative Bank 15.82 34.54 18.19 25.09 16.500 16.500 13.250 15.40 15.40
FCBF FCB Financial Corp. 376.15 319.48 429.52 108.96 25.250 25.500 20.125 18.80 18.80
FCME First Coastal Corp. 3.29 9.99 2.85 14.61 9.750 10.000 8.875 10.35 10.35
FDEF First Defiance Financial 4.52 5.24 5.43 137.78 14.625 14.625 12.375 12.60 12.60
FED FirstFed Financial Corp. 6.15 5.24 -14.43 369.00 31.063 31.063 22.5 19.14 18.93
FESX First Essex Bancorp Inc. 34.38 4.12 13.16 135.07 17.500 17.500 14.500 11.57 10.05
FFBA First Colorado Bancorp Inc. 0.23 6.65 (3.08) 311.61 19.125 19.875 16.000 11.79 11.63
FFBH First Federal Bancshares of AR 11.88 11.04 11.81 103.74 20.125 20.625 17.500 16.36 16.36
FFBI First Financial Bancorp Inc. (37.03) (100.44) 4.34 7.89 18.125 18.750 15.500 17.62 17.62
FFBS FFBS BanCorp Inc. 6.48 13.97 4.17 35.82 24.500 24.500 21.500 16.97 16.97
FFBZ First Federal Bancorp Inc. 19.98 12.90 1.72 29.08 18.250 19.000 17.000 8.81 8.80
FFCH First Financial Holdings Inc. 16.27 8.76 2.31 218.51 32.000 32.000 23.750 16.03 16.03
FFDB FirstFed Bancorp Inc. (3.58) (7.44) (4.68) 20.43 17.750 18.500 14.375 14.48 13.20
FFDF FFD Financial Corp. (4.05) 13.06 1.61 21.46 14.000 14.000 13.000 14.51 14.51
FFED Fidelity Federal Bancorp (15.20) (2.83) (5.16) 23.32 9.000 10.000 8.750 5.17 5.17
FFES First Federal of East Hartford 3.65 17.96 3.73 91.74 29.250 30.375 23.000 23.63 23.63
FFFC FFVA Financial Corp. 6.63 3.72 2.84 135.62 27.250 27.250 20.500 17.41 17.04
FFFD North Central Bancshares Inc. 18.42 8.40 11.74 54.16 15.500 16.000 15.000 14.81 14.81
FFFG F.F.O. Financial Group Inc. 3.74 10.25 (6.05) 52.79 4.875 5.125 3.875 2.57 2.57
FFFL Fidelity Bankshares Inc. (MHC) 31.24 27.45 19.20 191.28 19.750 20.250 18.750 12.36 12.27
FFHC First Financial Corp. 8.47 7.28 2.19 1,185.86 29.375 29.375 24.500 11.67 11.37
FFHH FSF Financial Corp. 11.89 17.69 (5.90) 53.83 17.375 17.500 16.375 16.04 16.04
FFHS First Franklin Corporation 1.25 3.33 1.30 23.54 19.750 20.750 17.000 17.17 17.06
FFIC Flushing Financial Corp. 24.08 43.49 (0.40) 175.04 22.000 23.500 18.000 16.68 16.68
FFKY First Federal Financial Corp. 5.46 7.34 5.98 90.70 18.500 21.000 18.250 12.40 11.67
</TABLE>
42
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFLC FFLC Bancorp Inc. 31.86 46.54 14.33 73.58 27.250 28.500 25.000 22.52 22.52
FFOH Fidelity Financial of Ohio 9.09 19.03 9.99 89.27 14.875 15.000 12.375 12.17 10.74
FFPB First Palm Beach Bancorp Inc. 27.77 22.33 3.38 176.08 34.000 34.000 26.563 21.76 21.23
FFSL First Independence Corp. 6.03 12.51 0.72 13.64 11.500 12.250 10.875 11.60 11.60
FFSX First Fed SB of Siouxland(MHC) 4.96 6.63 (4.24) 79.19 23.750 24.000 20.750 13.74 13.62
FFWC FFW Corp. 54.57 15.75 72.93 20.98 27.000 27.000 25.500 24.11 21.73
FFWD Wood Bancorp Inc. 1.03 (0.19) 8.90 33.37 11.250 11.333 10.583 9.52 9.52
FFYF FFY Financial Corp. 0.39 5.05 2.18 111.11 26.000 26.375 25.500 19.83 19.83
FGHC First Georgia Holding Inc. 25.26 18.60 19.25 23.66 7.750 8.250 7.000 4.21 3.86
FIBC Financial Bancorp Inc. 19.74 16.48 6.21 39.61 18.250 18.250 14.875 15.35 15.27
FISB First Indiana Corporation 10.70 11.63 6.27 242.91 22.500 22.500 17.375 13.77 13.60
FKFS First Keystone Financial 7.83 12.41 9.55 34.99 23.375 23.375 21.250 19.09 19.09
FKKY Frankfort First Bancorp Inc. 12.85 9.43 (0.24) 36.08 8.469 12.250 8.000 6.94 6.94
FLAG FLAG Financial Corp. (0.26) 8.16 (4.65) 31.06 14.375 14.375 11.750 10.44 10.44
FLFC First Liberty Financial Corp. 13.10 6.61 32.78 171.88 21.500 22.500 21.000 12.30 11.09
FLGS Flagstar Bancorp Inc. 20.33 27.37 71.43 266.57 16.250 16.625 13.000 8.44 NA
FLKY First Lancaster Bancshares 38.96 29.59 4.07 15.04 15.500 16.000 14.500 14.44 14.44
FMBD First Mutual Bancorp Inc. (6.50) 6.11 (9.75) 54.35 15.000 15.750 13.750 16.73 12.67
FMCO FMS Financial Corporation 0.96 (2.82) 0.56 65.06 23.500 25.500 18.750 15.24 14.97
FMSB First Mutual Savings Bank 5.39 17.20 9.28 56.74 19.000 19.000 15.909 10.91 10.91
FNGB First Northern Capital Corp. 12.83 10.93 8.99 121.47 11.000 11.000 9.125 8.14 8.14
FOBC Fed One Bancorp 12.14 35.13 4.39 47.48 20.250 21.250 17.625 17.25 16.45
FPRY First Financial Bancorp 15.07 16.41 12.26 NA 20.75 21.125 20.25 17.07 17.07
FRC First Republic Bancorp 10.00 8.55 7.75 236.27 23.250 23.250 19.875 16.56 16.55
FSBI Fidelity Bancorp Inc. 43.19 50.26 6.78 34.10 20.250 21.500 18.409 15.83 15.83
FSFC First Southeast Financial Corp 10.72 10.10 6.73 68.02 10.125 11.500 9.375 7.80 7.80
FSLA First Savings Bank (MHC) 3.16 19.32 4.43 236.07 28.000 28.000 21.000 13.39 11.94
FSNJ Bayonne Bancshares Inc. 17.47 (4.47) (1.22) 112.42 9.206 9.206 7.927 NA NA
FSPG First Home Bancorp Inc. 11.14 10.48 18.70 54.51 19.375 19.375 18.000 12.85 12.64
FSPT FirstSpartan Financial Corp. NA NA NA 156.72 NA NA NA NA NA
FSSB First FS&LA of San Bernardino 12.49 (10.05) 13.89 3.16 9.750 10.500 9.000 13.68 13.18
FSTC First Citizens Corp. 15.31 16.76 15.97 58.85 26.375 27.000 23.250 17.99 13.99
FTF Texarkana First Financial Corp 7.77 13.50 4.02 44.09 19.500 19.500 15.625 15.03 15.03
FTFC First Federal Capital Corp. 10.91 18.07 9.95 217.51 24.500 24.500 16.833 11.08 10.42
FTNB Fulton Bancorp Inc. 0.01 (5.46) (3.72) 36.96 17.875 18.500 14.750 14.47 14.47
FTSB Fort Thomas Financial Corp. 9.54 12.22 10.88 16.66 11.125 11.500 9.250 10.40 10.40
FWWB First SB of Washington Bancorp 26.41 38.24 4.86 258.34 22.25 22.25 18.75 15.68 14.48
GAF GA Financial Inc. 47.38 83.50 2.97 146.72 19.000 19.500 14.875 14.25 14.10
GBCI Glacier Bancorp Inc. 11.03 17.08 8.37 121.76 18.750 20.250 15.333 8.12 7.91
GDVS Greater Delaware Valley (MHC) 9.55 29.31 (2.40) 79.36 14.500 14.500 12.250 8.64 8.64
GDW Golden West Financial 5.87 14.64 19.05 4,957.53 70.000 73.250 59.875 43.90 43.90
GFCO Glenway Financial Corp. 8.94 12.42 (1.17) 31.63 26.500 26.500 20.500 23.89 23.57
GFED Guaranty Federal SB (MHC) 7.18 19.64 14.19 62.89 16.750 20.500 12.375 8.80 8.80
GFSB GFS Bancorp Inc. 17.74 12.57 8.39 14.08 13.875 14.250 11.500 10.66 10.66
GOSB GSB Financial Corp. 246.95 NA 67.93 32.60 NA NA NA NA NA
GPT GreenPoint Financial Corp. 1.17 22.89 (1.91) 2,734.13 66.563 66.563 51.750 34.27 19.27
GRTR Greater New York Savings Bank 1.33 6.91 (5.84) 317.21 22.438 22.438 16.750 11.74 11.74
GSB Golden State Bancorp Inc. 21.43 21.55 7.45 1,545.10 26.125 26.750 22.500 15.63 13.89
GSBC Great Southern Bancorp Inc. 16.90 3.16 (3.16) 142.85 16.125 17.750 16.125 7.45 7.45
GSFC Green Street Financial Corp. 0.55 8.75 (2.54) 80.05 17.625 18.000 17.000 14.73 14.73
GSLA GS Financial Corp. (35.74) 9.87 (188.91) 55.02 15.375 15.625 13.375 16.36 16.36
GTFN Great Financial Corporation 5.87 12.32 12.65 491.78 35.125 35.125 29.375 20.40 19.54
GTPS Great American Bancorp (2.67) 14.80 (3.71) 31.24 16.500 17.000 15.500 18.36 18.36
GUPB GFSB Bancorp Inc. 25.12 21.6 10.63 15.08 17.5 17.5 15.75 16.88 16.88
GWBC Gateway Bancorp Inc. (11.96) 19.83 (16.87) 19.30 17.500 17.750 14.500 16.05 16.05
HALL Hallmark Capital Corp. 0.52 1.78 18.15 31.74 21.375 22.500 17.500 20.56 20.56
HARB Harbor Florida Bancorp (MHC) 4.27 7.64 2.36 289.36 45.750 45.750 35.000 18.85 18.23
HARL Harleysville Savings Bank 4.94 8.89 7.37 42.55 22.750 22.750 20.250 13.31 13.31
HARS Harris Savings Bank (MHC) 20.78 14.06 (4.39) 498.01 21.25 21.297 18.125 14.59 12.76
HAVN Haven Bancorp Inc. 12.44 23.02 25.01 171.50 37.500 37.500 30.500 24.20 24.11
HBBI Home Building Bancorp (14.87) 0.54 (20.46) 6.39 21.000 22.000 20.500 20.16 20.16
HBEI Home Bancorp of Elgin Inc. (6.82) 27.58 (6.25) 123.40 16.500 16.500 14.125 13.73 13.73
HBFW Home Bancorp 8.63 17.84 12.85 56.81 20.875 20.875 20.125 17.62 17.62
HBNK Highland Federal Bank FSB 20.15 10.30 21.29 69.58 25.750 25.750 20.500 16.39 16.39
</TABLE>
43
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HBS Haywood Bancshares Inc. 11.17 4.49 12.58 23.76 17.125 17.125 15.625 16.76 16.16
HCBB HCB Bancshares Inc. NA NA NA 36.37 NA NA NA NA NA
HCFC Home City Financial Corp. 0.56 23.09 1.90 14.76 13.500 14.250 12.000 16.05 16.05
HEMT HF Bancorp Inc. 0.12 NA (0.39) 95.01 14.375 14.750 12.250 12.90 NA
HFFB Harrodsburg First Fin Bancorp 2.82 2.03 0.46 30.88 14.875 16.000 14.875 15.68 15.68
HFFC HF Financial Corp. 0.27 13.56 (0.04) 72.25 21.000 21.000 18.750 17.78 17.78
HFGI Harrington Financial Group (53.22) 37.83 15.95 40.71 12.125 12.375 10.500 7.67 7.67
HFNC HFNC Financial Corp. 24.90 25.67 (3.59) 281.53 16.500 19.875 15.875 9.37 9.37
HFSA Hardin Bancorp Inc. 18.05 8.65 22.59 14.50 15.750 15.750 13.500 15.68 15.68
HHFC Harvest Home Financial Corp. 21.63 10.5 -3.41 10.98 10.875 11.5 10.25 11.31 11.31
HIFS Hingham Instit. for Savings 23.18 20.19 9.31 32.26 21.750 21.750 18.000 15.62 15.62
HMCI HomeCorp Inc. (5.75) 7.91 (7.62) 28.36 14.500 15.000 13.500 12.81 12.81
HMLK Hemlock Federal Financial Corp 1.02 20.46 (3.79) 31.79 13.500 13.875 12.500 14.57 14.57
HMNF HMN Financial Inc. 10.01 5.35 1.39 103.72 23.000 23.750 19.000 19.42 19.42
HOMF Home Federal Bancorp 11.53 11.95 9.79 105.29 28.500 28.750 25.000 17.05 16.52
HPBC Home Port Bancorp Inc. 20.18 16.42 12.34 42.13 19.500 20.375 16.500 11.39 11.39
HRBF Harbor Federal Bancorp Inc. (5.64) 7.92 (2.07) 33.45 19.000 19.000 15.500 16.48 16.48
HRZB Horizon Financial Corp. 2.58 5.85 3.45 114.96 16.250 16.500 11.957 10.91 10.91
HTHR Hawthorne Financial Corp. 11.99 15.70 26.14 52.72 12.250 12.250 9.250 13.07 13.07
HVFD Haverfield Corp. 5.26 2.94 (3.19) 53.58 25.875 26.000 21.500 15.51 15.51
HWEN Home Financial Bancorp 31.08 18.98 36.31 7.72 15.75 15.75 14.75 15.33 15.33
HZFS Horizon Financial Svcs Corp. 38.80 1.90 8.56 8.03 19.250 19.500 17.000 19.77 19.77
IBSF IBS Financial Corp. (3.61) 8.22 (4.05) 190.00 18.125 18.125 14.250 11.59 11.59
IFSB Independence Federal Svgs Bank (6.54) 6.71 (2.31) 17.94 9.031 9.250 7.500 13.89 12.28
INBI Industrial Bancorp 15.28 12.83 5.81 80.47 13.688 14.000 12.000 11.63 11.63
INCB Indiana Community Bank SB 9.48 (5.47) 11.40 14.52 16.500 19.000 15.750 12.27 12.27
IPSW Ipswich Savings Bank 57.69 44.36 43.94 31.48 16.500 16.500 13.750 9.11 9.11
ISBF ISB Financial Corporation 3.47 16.49 3.72 175.97 26.000 26.000 21.188 17.61 14.98
ITLA ITLA Capital Corp. 19.60 24.06 11.61 143.18 16.250 16.250 14.000 11.92 11.87
IWBK InterWest Bancorp Inc. 13.79 24.23 (0.72) 317.42 39.500 39.500 27.625 15.46 15.13
JOAC Joachim Bancorp Inc. (8.05) 7.85 (3.53) 10.57 15.250 15.250 14.000 13.62 13.62
JSB JSB Financial Inc. 0.06 10.39 (2.93) 467.17 43.250 46.500 40.000 35.54 35.54
JSBA Jefferson Savings Bancorp (1.51) 0.49 (0.69) 177.06 30.250 30.625 27.750 23.96 18.59
JXSB Jacksonville Savings Bk (MHC) (2.65) 4.01 (3.57) 28.63 17.000 17.625 16.000 13.42 13.42
JXVL Jacksonville Bancorp Inc. 14.35 NA 15.21 41.61 15.063 15.125 13.250 13.55 13.55
KFBI Klamath First Bancorp 25.78 18.17 1.32 199.12 19.125 19.125 16.500 15.57 15.57
KNK Kankakee Bancorp Inc. (0.82) 5.30 (0.49) 42.93 29.375 30.000 26.625 26.59 24.99
KSAV KS Bancorp Inc. 21.31 23.98 8.91 16.38 19.125 19.125 15.375 16.21 16.20
KSBK KSB Bancorp Inc. 16.84 27.85 (1.43) 15.48 14.667 14.667 9.000 8.46 8.00
KYF Kentucky First Bancorp Inc. 0.16 0.61 6.43 16.82 10.750 11.500 10.563 11.16 11.16
LARK Landmark Bancshares Inc. 7.69 22.51 (16.02) 46.62 20.000 20.125 18.750 18.39 18.39
LARL Laurel Capital Group Inc. 6.54 1.92 9.89 33.91 21.125 22.500 20.125 14.74 14.74
LFBI Little Falls Bancorp Inc. (4.48) 19.59 (4.22) 44.01 15.625 15.625 12.750 14.51 13.40
LFCO Life Financial Corp. 95.32 320.23 17.46 110.01 13.500 13.500 13.375 6.83 6.83
LFED Leeds Federal Savings Bk (MHC) 5.16 25.81 2.84 104.51 18.000 19.000 15.500 13.21 13.21
LIFB Life Bancorp Inc. 22.84 6.04 (0.15) 241.87 25.875 26.125 16.875 15.94 15.48
LISB Long Island Bancorp Inc. 6.50 6.21 4.26 1,060.60 36.313 36.688 33.000 22.17 21.95
LOGN Logansport Financial Corp. 19.44 18.11 6.81 19.22 13.250 14.000 12.500 12.66 12.66
LONF London Financial Corporation 3.19 7.03 3.79 7.65 14.750 17.500 14.625 14.60 14.60
LSBI LSB Financial Corp. 12.96 22.09 13.80 20.39 20.250 20.875 19.048 19.80 19.80
LSBX Lawrence Savings Bank 28.40 9.63 (4.97) 51.14 11.250 11.250 9.125 7.45 7.45
LVSB Lakeview Financial 8.35 21.39 13.52 79.93 27.625 33.500 27.625 19.91 15.92
LXMO Lexington B&L Financial Corp. (3.43) 5.15 (2.59) 18.22 16.625 16.625 14.125 14.73 14.73
MAFB MAF Bancorp Inc. 10.51 10.62 1.85 488.94 27.917 28.417 24.833 16.79 14.67
MARN Marion Capital Holdings (2.55) 1.72 2.08 41.55 23.250 23.250 21.250 22.09 22.09
MASB MASSBANK Corp. 1.91 6.67 1.78 141.00 47.750 47.750 39.875 35.92 35.92
MBB MSB Bancorp Inc. 1.59 14.80 (4.83) 67.37 20.125 20.125 16.375 21.15 10.38
MBBC Monterey Bay Bancorp Inc. (9.06) 32.79 1.56 53.91 16.875 17.000 15.500 15.46 14.25
MBLF MBLA Financial Corp. 47.75 35.74 14.26 30.19 23.500 24.750 20.250 21.98 21.98
MBSP Mitchell Bancorp Inc. (10.10) 11.81 (11.09) 15.94 16.375 16.750 15.250 15.39 15.39
MCBN Mid-Coast Bancorp Inc. 5.53 4.76 1.99 5.81 19.500 19.500 18.500 22.10 22.10
MCBS Mid Continent Bancshares Inc. 40.33 52.18 23.34 73.92 28.500 28.500 25.250 19.93 19.93
MDBK Medford Savings Bank 7.01 1.20 12.92 146.45 29.250 30.500 24.750 21.24 19.79
MECH Mechanics Savings Bank 17.79 18.96 12.93 127.62 18.875 19.000 17.000 15.93 15.93
</TABLE>
44
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MERI Meritrust Federal SB (0.19) 5.53 (1.73) 33.97 40.000 41.500 34.000 24.21 24.21
METF Metropolitan Financial Corp. 7.05 9.38 3.41 63.90 15.500 16.250 10.750 9.22 8.34
MFBC MFB Corp. 23.82 28.26 10.27 38.87 19.000 19.750 18.750 20.05 20.05
MFCX Marshalltown Financial Corp. 1.32 5.95 1.51 23.64 15.500 16.625 15.000 14.22 14.22
MFFC Milton Federal Financial Corp. 47.28 21.70 8.37 32.56 13.750 14.250 13.250 12.26 12.26
MFLR Mayflower Co-operative Bank 3.15 (3.26) (1.61) 17.59 19.500 19.500 15.750 13.67 13.44
MFSL Maryland Federal Bancorp 10.27 6.13 9.34 146.06 37.750 38.250 34.375 30.22 29.84
MGNL Magna Bancorp Inc. (8.64) 11.70 1.64 371.37 27.375 27.375 16.750 10.06 9.79
MIFC Mid-Iowa Financial Corp. 6.37 5.71 (20.09) 16.14 9.000 9.000 7.313 7.00 6.99
MIVI Mississippi View Holding Co. 0.11 2.93 (4.23) 13.00 14.625 15.625 14.000 16.09 16.09
MLBC ML Bancorp Inc. 22.74 25.94 13.85 217.93 19.375 20.250 15.000 13.68 13.44
MONT Montgomery Financial Corp. (4.21) (0.09) 1.79 19.84 13.000 13.000 11.000 NA NA
MRKF Market Financial Corp. 1.67 7.09 (2.17) 18.95 13.750 13.750 12.250 14.83 14.83
MSBF MSB Financial Inc. (4.93) 20.07 3.19 16.86 11.625 11.625 10.375 10.17 10.17
MSBK Mutual Savings Bank FSB 6.56 35.02 (2.77) 55.56 10.125 10.125 6.500 9.57 9.57
MWBI Midwest Bancshares Inc. 21.69 22.23 8.97 12.25 32.000 32.000 28.000 29.06 29.06
MWBX MetroWest Bank 8.36 12.49 9.76 93.32 5.750 5.750 4.625 3.02 3.02
MWFD Midwest Federal Financial 11.90 11.95 7.45 34.59 19.750 20.750 17.625 11.21 10.81
NASB North American Savings Bank 27.47 19.39 10.55 116.29 47.750 47.750 38.000 25.37 24.52
NBN Northeast Bancorp 15.21 19.97 32.77 21.89 13.750 14.250 13.250 13.49 11.66
NBSI North Bancshares Inc. (1.42) 18.04 (2.72) 22.11 19.750 20.125 19.125 16.96 16.96
NEIB Northeast Indiana Bancorp 7.95 11.72 (17.19) 29.97 14.750 16.000 13.250 15.19 15.19
NHTB New Hampshire Thrift Bncshrs 2.86 4.58 (0.83) 40.51 15.250 15.500 11.750 11.78 10.03
NASB NewMil Bancorp Inc. 7.63 6.23 9.63 49.84 11.500 11.500 8.875 8.27 8.27
NSLB NS&L Bancorp Inc. 11.17 15.69 12.96 13.27 17.250 17.250 16.250 16.51 16.51
NSSB Norwich Financial Corp. 6.54 1.20 1.40 150.89 21.625 22.625 18.500 14.70 13.27
NSSY Norwalk Savings Society 30.00 17.10 10.97 87.97 30.250 31.000 23.000 21.54 20.84
NTMG Nutmeg Federal S&LA 37.56 19.71 42.17 8.12 8.750 8.750 7.000 7.72 7.72
NWEQ Northwest Equity Corp. 7.55 2.11 10.76 13.52 15.000 15.000 13.750 14.23 14.23
NWSB Northwest Savings Bank (MHC) 18.78 13.15 4.43 596.09 15.500 15.625 14.250 8.49 7.99
NYB New York Bancorp Inc. 13.69 13.52 (4.27) 672.03 26.063 26.156 20.813 7.73 7.73
OCFC Ocean Financial Corp. 17.38 15.42 6.41 280.02 35.250 35.250 27.625 27.35 27.35
OCN Ocwen Financial Corp. 20.74 9.68 17.42 1,169.13 32.625 32.625 26.000 9.10 8.69
OFCP Ottawa Financial Corp. 1.12 5.14 0.16 126.51 22.375 22.75 20.5 15.31 12.29
OHSL OHSL Financial Corp. 0.39 6.88 1.91 28.85 25.250 25.250 22.625 21.21 21.21
PALM Palfed Inc. 5.59 6.78 7.83 94.45 16.750 17.500 15.250 10.37 10.37
PAMM PacificAmerica Money Center 84.64 179.12 73.21 86.44 16.000 16.000 12.000 15.45 15.45
PBCI Pamrapo Bancorp Inc. 3.95 (1.82) 1.96 61.12 21.000 21.000 18.500 16.62 16.49
PBCT People's Bank (MHC) 17.61 20.50 13.00 1,793.44 25.875 26.875 19.000 10.93 10.92
PBHC Oswego City Savings Bk (MHC) 1.10 6.51 0.08 37.37 13.000 14.000 10.875 11.68 9.72
PBKB People's Bancshares Inc. 26.90 17.58 8.82 54.40 15.250 15.250 11.625 9.31 8.96
PCBC Perry County Financial Corp. 6.98 29.54 (9.68) 17.59 20.000 20.000 18.750 18.81 18.81
PCCI Pacific Crest Capital 33.12 20.80 26.80 44.81 13.250 13.375 12.250 8.95 8.95
PDB Piedmont Bancorp Inc. 14.32 16.98 14.36 29.23 10.250 11.000 10.125 7.42 7.42
PEEK Peekskill Financial Corp. (0.07) 13.15 (0.90) 52.29 15.000 15.250 13.375 14.71 14.71
PERM Permanent Bancorp Inc. 9.01 7.97 4.25 49.89 24.250 25.500 20.750 19.74 19.45
PERT Perpetual Bank (MHC) 17.16 23.38 17.24 79.74 29.500 29.750 24.125 20.14 20.14
PETE Primary Bank (3.70) 9.14 4.37 56.13 25.250 25.250 16.750 14.33 14.31
PFDC Peoples Bancorp 6.10 9.75 5.30 57.99 23.000 23.000 21.750 19.23 19.23
PFED Park Bancorp Inc. (5.42) 13.88 1.51 41.33 16.250 16.625 14.250 16.27 16.27
PFFB PFF Bancorp Inc. 15.09 10.01 2.97 353.59 18.750 18.750 13.625 14.51 14.36
PFFC Peoples Financial Corp. (14.28) 33.49 (17.68) 24.73 15.625 15.625 15.000 15.78 15.78
PFNC Progress Financial Corp. 18.28 29.14 (10.37) 57.57 10.500 10.500 8.063 5.83 5.15
PFSB PennFed Financial Services Inc 22.15 21.80 13.86 144.66 27.250 27.500 22.250 21.83 18.26
PFSL Pocahontas FS&LA (MHC) 5.83 20.02 53.05 46.52 20.750 20.750 17.750 14.76 14.76
PHBK Peoples Heritage Finl Group 9.76 12.80 6.55 1,084.56 37.875 37.875 27.500 15.77 13.29
PHFC Pittsburgh Home Financial Corp 32.52 30.99 3.11 37.30 15.250 15.250 14.000 14.21 14.05
PHSB Peoples Home Savings Bk (MHC) NA NA NA 39.30 NA NA NA NA NA
PKPS Poughkeepsie Financial Corp. 8.85 0.57 11.49 99.18 7.313 7.313 5.438 5.85 5.85
PLSK Pulaski Savings Bank (MHC) (31.49) 7.56 2.32 35.97 13.875 13.875 11.500 10.20 10.20
PMFI Perpetual Midwest Financial (0.55) 19.50 18.59 39.30 19.125 20.500 19.000 18.00 18.00
PRBC Prestige Bancorp Inc. 28.03 40.04 7.42 15.55 15.625 16.125 15.500 16.51 16.51
PROV Provident Financial Holdings 4.47 22.74 5.00 98.10 16.625 17.250 14.125 17.37 17.37
PSBK Progressive Bank Inc. 0.53 1.26 1.51 125.14 31.500 31.500 23.375 19.67 17.57
</TABLE>
45
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PSFC Peoples-Sidney Financial Corp. 6.23 4.89 0.75 29.01 NA NA NA NA NA
PSFI PS Financial Inc. 40.17 9.02 1.51 33.82 14.500 14.875 12.875 14.66 14.66
PTRS Potters Financial Corp. 14.60 35.62 5.91 12.16 22.000 22.000 19.000 21.97 21.97
PULB Pulaski Bank, Svgs Bank (MHC) 5.41 13 1.08 55.23 18.375 19.625 17.375 11.23 11.23
PULS Pulse Bancorp 3.31 (20.62) 3.22 66.23 20.250 20.250 17.875 13.63 13.63
PVFC PVF Capital Corp. 9.98 11.72 (6.62) 52.39 15.227 16.364 13.636 9.79 9.79
PVSA Parkvale Financial Corporation 7.67 23.74 6.42 122.67 27.625 28.750 26.000 18.54 18.40
PWBC PennFirst Bancorp Inc. 62.71 191.09 64.83 82.90 14.432 14.432 12.273 12.44 11.63
PWBK Pennwood Bancorp Inc. 17.13 87.45 (6.53) 9.71 15.250 15.250 13.750 15.05 15.05
QCBC Quaker City Bancorp Inc. 10.53 4.53 5.35 97.59 17.563 17.563 14.400 14.94 14.93
QCFB QCF Bancorp Inc. 7.39 5.36 8.18 35.66 19.125 19.750 17.500 18.98 18.98
QCSB Queens County Bancorp Inc. 27.27 33.51 3.33 549.64 45.5 48 35.667 19.83 19.83
RARB Raritan Bancorp Inc. 4.57 11.49 4.06 57.88 19.667 20.500 16.333 12.48 12.28
RCSB RCSB Financial Inc. 7.14 34.51 (4.30) 756.70 40.938 41.125 29.500 21.42 20.90
REDF RedFed Bancorp Inc. 1.57 6.52 2.92 124.65 16.375 16.500 12.375 10.75 10.71
RELI Reliance Bancshares Inc. 1.48 8.90 (9.95) 21.49 8.375 8.375 7.125 9.08 9.08
RELY Reliance Bancorp Inc. 10.37 22.03 8.95 280.84 29.438 29.438 22.000 18.54 13.36
RIVR River Valley Bancorp 6.12 15.39 (8.90) 19.64 14.750 15.000 13.625 14.62 14.40
ROSE TR Financial Corp. 17.33 23.78 (1.04) 475.30 25.188 25.938 16.688 13.45 13.45
RSLN Roslyn Bancorp Inc. 43.50 21.00 11.00 992.87 22.875 22.875 15.875 14.58 14.51
RVSB Riverview Savings Bank (MHC) 9.39 6.78 (1.87) 67.11 21.000 24.000 18.000 10.67 9.74
SBFL SB of the Finger Lakes (MHC) 7.29 28.39 40.07 44.63 17.250 17.250 14.750 11.63 11.63
SBOS Boston Bancorp (The) (36.27) (23.33) 3.59 NA 41.750 42.250 36.250 40.29 40.29
SCBS Southern Community Bancshares 1.51 17.18 4.60 18.06 14.625 14.625 13.500 13.19 13.19
SCCB S. Carolina Community Bancshrs 4.29 3.05 6.45 16.55 19.000 20.500 15.000 17.11 17.11
SECP Security Capital Corp. 2.90 3.23 6.64 973.78 94.500 96.750 83.750 60.81 60.81
SFED SFS Bancorp Inc. 9.50 19.07 10.05 24.31 16.750 17.375 16.000 17.44 17.44
SFFC StateFed Financial Corporation 1.86 NA (2.49) 17.24 19.000 19.125 18.000 19.44 19.44
SFIN Statewide Financial Corp. (2.46) 0.42 (8.90) 92.74 18.000 18.125 14.750 13.90 13.87
SFNB Security First Network Bank (4.66) 194.17 56.30 103.44 6.875 9.375 5.500 3.02 2.97
SFSB SuburbFed Financial Corp. 18.54 32.89 (9.84) 34.71 26.500 26.500 22.250 21.92 21.84
SFSL Security First Corp. 11.64 11.06 17.79 134.58 15.000 15.000 12.000 8.12 7.99
SGVB SGV Bancorp Inc. 9.57 (4.62) 9.05 35.72 13.969 14.250 11.375 12.77 12.56
SHEN First Shenango Bancorp Inc. 10.48 7.31 (1.56) 57.76 26.250 26.750 21.750 21.75 21.75
SISB SIS Bancorp Inc. 8.78 18.67 3.39 172.88 29.250 29.625 23.375 18.31 18.31
SKAN Skaneateles Bancorp Inc. 10.39 7.16 9.26 22.19 20.750 20.750 18.375 17.79 17.24
SKBO First Carnegie Deposit (MHC) (37.91) 2.27 (45.05) 36.80 14.500 14.750 11.625 10.52 10.52
SMBC Southern Missouri Bancorp Inc. 15.12 12.75 18.77 28.05 16.250 17.250 14.250 15.85 15.85
SMFC Sho-Me Financial Corp. 31.93 33.48 17.51 58.45 38.000 40.250 28.750 21.62 21.62
SOBI Sobieski Bancorp Inc. 13.53 23.75 2.65 12.59 14.750 15.250 14.500 17.24 17.24
SOPN First Savings Bancorp Inc. 34.07 10.93 3.92 74.50 22.250 24.000 19.375 18.26 18.26
SOSA Somerset Savings Bank (5.86) (0.69) 4.74 65.04 2.750 2.750 2.250 1.96 1.96
SPBC St. Paul Bancorp Inc 11.28 25.35 (11.78) 819.96 22.083 22.833 17.583 11.67 11.64
SRN Southern Banc Company Inc. (1.01) NA (2.00) 19.99 14.375 14.625 13.125 14.42 14.27
SSB Scotland Bancorp Inc 3.22 5.11 (0.43) 36.84 16.125 16.375 14.875 13.45 13.45
SSFC South Street Financial Corp. 4.95 (0.72) 3.47 83.19 16.500 16.750 15.125 14.69 14.69
SSM Stone Street Bancorp Inc. 2.37 4.18 3.00 40.69 21.813 27.250 20.938 16.13 16.13
STFR St. Francis Capital Corp. 16.86 12.05 14.11 197.54 38.750 38.750 29.000 24.18 21.37
STND Standard Financial Inc. 13.79 15.67 12.84 415.31 24.5 25 22.625 17.11 17.08
STSA Sterling Financial Corp. 33.18 5.92 12.10 112.72 18.625 19.000 15.250 12.17 10.61
SVRN Sovereign Bancorp Inc. 23.89 15.76 8.38 1,388.65 15.250 15.250 11.375 6.85 5.16
SWBI Southwest Bancshares 7.28 8.40 0.36 53.67 20.750 21.000 18.750 15.68 15.68
SWCB Sandwich Co-operative Bank 22.43 18.37 17.61 68.95 30.500 32.000 27.250 20.83 19.94
SZB SouthFirst Bancshares Inc. 18.83 27.83 (7.99) 13.56 16.000 16.000 13.875 16.06 16.06
TBK Tolland Bank 1.54 2.61 9.30 27.89 14.813 15.000 10.406 10.60 10.30
THR Three Rivers Financial Corp. 8.49 7.37 (2.48) 13.28 14.375 15.250 13.750 15.23 15.17
THRD TF Financial Corporation (2.25) (2.53) (0.05) 83.70 19.625 19.625 16.625 18.86 16.54
TPNZ Tappan Zee Financial Inc. 7.58 7.34 10.33 26.01 17.500 17.500 14.000 14.11 14.11
TRIC Tri-County Bancorp Inc. 16.20 16.29 (16.91) 14.31 21.250 21.250 18.500 22.51 22.51
TSBS Peoples Bancorp Inc. (MHC) 2.97 3.26 2.49 271.11 19.125 20.375 18.000 11.79 10.82
TSH Teche Holding Co. 12.90 10.35 8.74 63.16 19.000 19.375 15.500 15.53 15.53
TWIN Twin City Bancorp 10.94 (1.63) 22.95 17.28 19.375 19.750 18.000 16.17 16.17
UBMT United Financial Corp. (7.88) (14.32) (15.43) 29.36 22.250 22.250 19.000 20.10 20.10
UFRM United Federal Savings Bank 7.92 39.04 5.87 35.35 11.750 12.000 9.500 6.70 6.70
</TABLE>
46
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
USAB USABancshares, Inc. 91.62 62.27 98.30 6.06 7.406 8.063 6.563 6.44 6.32
VABF Virginia Beach Fed. Financial 6.88 11.60 (23.99) 69.67 13.375 13.500 9.750 8.50 8.50
VFFC Virginia First Financial Corp. 4.34 6.36 10.44 139.02 14.750 16.250 12.375 11.35 10.96
WAMU Washington Mutual Inc. 23.56 1.26 (5.19) 16,113.22 59.750 62.688 45.375 20.60 19.55
WAYN Wayne Savings & Loan Co. (MHC) 3.26 (1.50) 2.58 50.58 17.000 18.500 17.000 10.45 10.45
WBST Webster Financial Corp. 25.80 4.83 (4.69) 759.43 45.500 45.500 35.250 24.91 21.28
WCBI Westco Bancorp 2.18 10.98 2.88 65.62 26.375 26.375 22.000 19.18 19.18
WCFB Webster City Federal SB (MHC) 6.61 8.04 9.78 37.28 15.500 15.500 13.750 10.54 10.54
WEFC Wells Financial Corp. 0.30 6.90 (3.41) 32.33 15.000 15.500 14.000 14.63 14.63
WEHO Westwood Homestead Fin. Corp. 14.46 32.24 17.47 43.33 14.500 14.500 12.500 14.17 14.17
WES Westcorp 32.00 11.06 18.45 571.39 18.375 19.000 13.250 12.71 12.68
WFI Winton Financial Corp. 13.31 12.98 7.75 32.27 13.125 14.500 12.000 11.36 11.12
WFSG Wilshire Financial Services 36.91 19.19 (15.25) 164.65 16.25 16.25 13.5 9.11 9.11
WFSL Washington Federal Inc. (1.98) 2.68 5.26 1,317.25 25.688 27.688 22.500 14.66 13.39
WHGB WHG Bancshares Corp. 7.22 4.57 12.00 23.03 15.250 15.250 13.750 14.16 14.16
WOFC Western Ohio Financial Corp. (3.57) 11.67 2.77 56.72 21.250 22.250 21.000 23.38 21.80
WRNB Warren Bancorp Inc. (3.60) 5.22 (4.97) 69.13 18.000 19.000 15.000 9.82 9.82
WSB Washington Savings Bank, FSB 2.65 3.38 1.95 30.79 4.938 5.625 4.875 5.05 5.05
WSFS WSFS Financial Corporation 8.23 26.51 (1.26) 190.21 13.750 13.875 10.625 6.32 6.27
WSTR WesterFed Financial Corp. 9.95 22.07 (2.23) 125.21 20.500 20.625 17.625 18.74 14.99
WVFC WVS Financial Corp. 21.15 18.25 6.71 48.71 25.875 27.250 23.500 18.82 18.82
WWFC Westwood Financial Corporation 12.64 8.18 13.64 13.71 20.750 21.500 17.000 15.76 14.04
WYNE Wayne Bancorp Inc. 25.41 44.71 8.97 49.84 19.875 20.250 16.000 16.44 16.44
YFCB Yonkers Financial Corporation 5.19 56.29 12.75 60.04 15.250 15.750 14.375 14.14 14.14
YFED York Financial Corp. 1.74 2.34 6.30 169.08 19.875 20.000 17.750 14.28 14.28
-------------------------- ----------------------------------------------------------------
Average 12.97 17.05 7.56 217.44 20.90 21.45 17.82 15.72 15.24
</TABLE>
47
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 13.95 6.41 16.03 5.81 23.000 23.000 18.125 23.96 23.96
ATSB AmTrust Capital Corp. (6.58) (2.97) 10.48 6.71 12.125 12.250 10.000 13.72 13.57
CLAS Classic Bancshares Inc. (3.13) 21.40 (5.61) 18.43 14.000 14.750 12.250 14.87 12.57
FFDF FFD Financial Corp. (4.05) 13.06 1.61 21.46 14.000 14.000 13.000 14.51 14.51
HFFB Harrodsburg First Fin Bancorp 2.82 2.03 0.46 30.88 14.875 16.000 14.875 15.68 15.68
HZFS Horizon Financial Svcs Corp. 38.80 1.90 8.56 8.03 19.250 19.500 17.000 19.77 19.77
LXMO Lexington B&L Financial Corp. (3.43) 5.15 (2.59) 18.22 16.625 16.625 14.125 14.73 14.73
NBSI North Bancshares Inc. (1.42) 18.04 (2.72) 22.11 19.750 20.125 19.125 16.96 16.96
PRBC Prestige Bancorp Inc. 28.03 40.04 7.42 15.55 15.625 16.125 15.500 16.51 16.51
SOBI Sobieski Bancorp Inc. 13.53 23.75 2.65 12.59 14.750 15.250 14.500 17.24 17.24
SZB SouthFirst Bancshares Inc. 18.83 27.83 (7.99) 13.56 16.000 16.000 13.875 16.06 16.06
-------------------------- ----------------------------------------------------------------
Average 8.85 14.24 2.57 15.76 16.36 16.69 14.76 16.73 16.51
Maximum 38.80 40.04 16.03 30.88 23.00 23.00 19.13 23.96 23.96
Minimum (6.58) (2.97) (7.99) 5.81 12.13 12.25 10.00 13.72 12.57
</TABLE>
48
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 9/8/97
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAL California Federal Bank, a FSB NA NA NA NA NA NA NA NA
CCMD Chevy Chase Bank, FSB NA NA NA NA NA NA NA NA
AABC Access Anytime Bancorp, Inc. 0.000 0.00 NA 7.41 14.77 NA 99.54 99.54
AADV Advantage Bancorp Inc. 0.889 29.51 17.44 14.27 13.89 36.89 154.96 165.75
ABBK Abington Bancorp Inc. 1.212 19.90 18.44 12.19 15.00 16.42 176.19 195.61
ABCL Alliance Bancorp Inc. 1.956 24.76 19.07 12.85 18.34 31.84 144.23 146.04
ABCW Anchor BanCorp Wisconsin 1.164 18.55 9.23 6.46 7.09 11.27 103.81 105.81
AFBC Advance Financial Bancorp 2.032 NA NA 16.49 NA NA 106.78 106.78
AFCB Affiliated Community Bancorp 1.803 30.40 15.57 15.79 15.13 17.75 158.96 159.91
AFED AFSALA Bancorp Inc. 0.985 NA NA 14.85 17.66 NA 102.07 102.07
AFFFZ America First Financial Fund 3.975 34.33 7.30 11.04 10.94 8.64 138.94 140.69
AHCI Ambanc Holding Co. 1.280 0.00 NA 14.15 27.90 NA 109.34 109.34
AHM Ahmanson & Company (H.F.) 1.609 49.72 19.46 11.20 13.54 30.90 268.74 315.39
ALBC Albion Banc Corp. 1.376 114.81 23.97 8.47 29.06 86.11 97.04 97.04
ALBK ALBANK Financial Corp. 1.811 27.01 15.35 14.15 14.61 18.84 153.77 175.96
AMFC AMB Financial Corp. 1.655 35.82 21.32 14.84 13.43 21.64 99.18 99.18
ANA Acadiana Bancshares Inc. 1.650 NA NA 22.31 20.97 NA 128.46 128.46
ANBK American National Bancorp 0.611 23.68 22.56 14.03 17.52 51.64 150.04 150.04
ANDB Andover Bancorp Inc. 2.194 23.06 11.65 12.76 12.50 12.02 158.32 158.32
ASBI Ameriana Bancorp 2.943 79.73 21.32 17.66 20.14 29.39 161.23 161.35
ASBP ASB Financial Corp. 3.048 NA 21.88 20.12 17.27 31.25 129.31 129.31
ASFC Astoria Financial Corp. 1.220 25.13 17.38 13.46 17.08 25.75 172.05 204.86
ATSB AmTrust Capital Corp. 1.569 11.36 47.22 9.45 21.25 28.98 92.93 93.96
AVND Avondale Financial Corp. 0.000 0.00 NA 8.42 5.63 NA 92.27 92.27
BANC BankAtlantic Bancorp Inc. 1.056 973.67 18.38 10.29 13.02 15.82 183.02 222.82
BDJI First Federal Bancorporation 0.000 0.00 19.61 13.19 16.19 36.85 121.38 121.38
BFD BostonFed Bancorp Inc. 1.474 28.95 19.59 11.58 15.83 25.00 123.62 127.86
BFFC Big Foot Financial Corp. 0.000 NA NA 21.01 27.73 NA 123.69 123.69
BFSB Bedford Bancshares Inc. 2.333 41.32 15.38 20.24 15.79 19.83 135.21 135.21
BKC American Bank of Connecticut 3.892 50.16 14.07 14.08 11.42 12.05 169.96 177.03
BKCT Bancorp Connecticut Inc. 3.077 41.37 17.47 19.22 14.77 16.50 187.54 187.54
BKUNA BankUnited Financial Corp. 0.000 0.00 21.71 6.07 22.10 45.83 163.04 201.22
BNKU Bank United Corp. 1.370 NA NA 11.29 18.92 NA 221.66 227.21
BPLS Bank Plus Corp. 0.000 0.00 NA 6.25 15.89 NA 123.39 123.65
BSBC Branford Savings Bank 1.580 19.35 16.33 17.80 15.82 16.33 191.78 191.78
BTHL Bethel Bancorp 2.560 20.83 16.89 6.89 16.45 13.02 91.17 108.60
BVCC Bay View Capital Corp. 1.208 33.51 17.79 11.11 19.49 28.19 175.26 208.83
BWFC Bank West Financial Corp. 1.753 53.85 38.83 20.56 21.73 35.10 141.69 141.69
BYFC Broadway Financial Corp. 1.818 NA 26.83 7.52 17.19 NA 75.09 75.09
CAFI Camco Financial Corp. 2.790 44.02 13.25 11.65 9.86 16.75 121.74 131.97
CAPS Capital Savings Bancorp Inc. 1.524 27.78 14.19 12.29 12.70 19.44 139.63 139.63
CASB Cascade Financial Corp. 0.000 0.00 20.63 9.08 16.25 30.95 148.06 148.06
CASH First Midwest Financial Inc. 1.920 35.76 13.59 13.68 14.20 19.53 120.04 135.48
CATB Catskill Financial Corp. 1.723 17.07 20.06 26.98 19.35 19.82 107.76 107.76
CBCI Calumet Bancorp Inc. 0.000 0.00 15.12 18.07 11.81 17.93 116.53 116.53
CBES CBES Bancorp Inc. 2.254 NA NA 19.11 16.44 NA 103.92 103.92
CBK Citizens First Financial Corp. 0.000 0.00 33.56 17.31 28.32 64.73 112.30 112.30
CBSA Coastal Bancorp Inc. 1.600 29.79 12.99 5.03 13.64 21.28 152.83 183.82
CBSB Charter Financial Inc. 1.580 26.92 19.1 21.37 11.25 19.47 147.70 166.94
CCFH CCF Holding Company 3.235 NA NA 13.83 212.50 NA 118.38 118.38
CEBK Central Co-operative Bank 1.542 16.44 14.12 11.84 16.73 14.21 119.25 133.27
CENB Century Bancorp Inc. 2.516 NA NA 32.40 16.99 NA 108.24 108.24
CENF CENFED Financial Corp. 1.002 17.04 13.12 8.97 14.04 18.72 172.36 172.70
CFB Commercial Federal Corp. 0.609 13.77 16.20 13.97 14.74 22.89 232.68 262.41
CFBC Community First Banking Co. 0.000 NA NA NA NA NA NA NA
CFCP Coastal Financial Corp. 1.485 37.09 25 22.38 19.56 26.65 362.48 362.48
CFFC Community Financial Corp. 2.575 40.91 12.87 15.81 13.94 16.48 115.32 115.32
CFNC Carolina Fincorp Inc. 1.362 NA NA 29.26 23.19 NA 128.28 128.28
CFSB CFSB Bancorp Inc. 2.264 39.12 16.67 15.97 12.74 20.54 209.49 209.49
CFTP Community Federal Bancorp 1.739 444.44 22.70 38.20 28.75 27.38 123.57 123.57
CFX CFX Corp. 4.241 75.27 15.26 14.67 14.02 18.36 197.24 210.87
CIBI Community Investors Bancorp 2.065 40.42 15.66 15.61 14.90 23.48 129.60 129.60
CKFB CKF Bancorp Inc. 2.632 118.03 21.11 28.91 8.48 15.57 111.96 111.96
CLAS Classic Bancshares Inc. 1.982 36.36 19.35 14.12 17.66 25.68 94.99 112.37
</TABLE>
49
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 9/8/97
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CMRN Cameron Financial Corp 1.566 35.44 17.88 22.56 17.88 22.63 104.05 104.05
CMSB Commonwealth Bancorp Inc. 1.617 36.11 20.86 12.93 18.82 24.05 134.31 171.76
CMSV Community Savings FA (MHC) 2.748 116.44 29.50 23.82 30.32 44.86 205.33 205.33
CNIT CENIT Bancorp Inc. 2.030 42.99 16.09 11.45 13.68 22.29 158.26 172.32
CNSB CNS Bancorp Inc. 1.371 55.56 35.71 29.42 31.25 64.81 117.92 117.92
CNY Carver Bancorp Inc. 1.675 NA NA 6.68 21.32 NA 79.96 83.37
COFI Charter One Financial 1.768 32.07 15.50 17.94 14.73 19.50 267.44 285.67
CONE Conestoga Bancorp, Inc. NA 28.17 NA NA NA NA NA NA
COOP Cooperative Bankshares Inc. 0.000 0 82.35 11.85 20.59 NA 155.30 155.30
CRZY Crazy Woman Creek Bancorp 2.759 70.18 20.71 25.51 19.08 25.44 98.77 98.77
CSA Coast Savings Financial 0.000 0.00 20.85 10.15 19.09 54.53 206.26 208.95
CSBF CSB Financial Group Inc. 0.000 0.00 43.98 22.90 49.48 69.85 91.42 96.78
CTZN CitFed Bancorp Inc. 0.774 15.60 17.68 12.97 15.5 24.73 203.68 226.17
CVAL Chester Valley Bancorp Inc. 1.996 39.76 15.91 13.36 14.58 22.58 159.70 159.70
DCBI Delphos Citizens Bancorp Inc. 0.000 NA NA 32.34 17.71 NA 113.86 113.86
DIBK Dime Financial Corp. 1.356 12.68 10.89 17.38 9.58 10.69 218.20 225.54
DIME Dime Community Bancorp Inc. 0.932 4.79 19.71 19.23 22.99 20.55 132.46 153.77
DME Dime Bancorp Inc. 0.795 3.92 15.60 10.39 19.35 19.73 197.11 206.62
DNFC D & N Financial Corp. 0.952 0.00 15.00 10.69 12.50 19.81 193.73 195.90
DSL Downey Financial Corp. 1.391 36.74 16.20 10.45 18.55 27.38 150.72 152.82
EBSI Eagle Bancshares 3.582 95.24 16.26 11.17 15.51 26.59 134.54 134.54
EFBC Empire Federal Bancorp Inc. 1.905 NA NA 37.61 23.16 NA 100.64 100.64
EFBI Enterprise Federal Bancorp 5.128 163.04 18.57 14.76 17.41 21.2 123.50 123.57
EGFC Eagle Financial Corp. 2.778 187.76 23.23 11.23 NA 73.47 163.49 209.42
EGLB Eagle BancGroup Inc. 0.000 NA NA 11.81 29.69 NA 99.61 99.61
EIRE Emerald Isle Bancorp Inc. 1.109 17.62 15.88 13.34 15.03 16.72 188.57 188.57
EMLD Emerald Financial Corp. 1.730 29.63 13.88 11.64 11.56 17.13 153.65 156.07
EQSB Equitable Federal Savings Bank 0.000 0 11.36 7.33 11.3 18.2 145.35 145.35
ESBK Elmira Savings Bank (The) 2.639 56.14 21.85 7.52 16.84 21.27 117.04 122.04
ESX Essex Bancorp Inc. 0.000 0.00 NA 1.08 NA NA 395.51 625.16
ETFS East Texas Financial Services 1.046 51.28 27.32 17.40 23.91 49.04 95.77 95.77
FAB FirstFed America Bancorp Inc. 0.000 NA NA 17.27 25.31 NA 131.92 131.92
FBBC First Bell Bancorp Inc. 2.510 336.63 13.86 14.53 12.85 15.78 147.85 147.85
FBCI Fidelity Bancorp Inc. 1.430 29.17 17.08 12.75 15.12 23.31 122.80 123.07
FBCV 1ST Bancorp 1.143 33.37 68.63 9.03 11.51 29.91 109.38 111.64
FBER 1st Bergen Bancorp 1.081 28.57 26.81 19.49 22.02 44.05 137.34 137.34
FBHC Fort Bend Holding Corp. 1.147 38.89 23.56 9.05 17.79 48.44 150.13 161.16
FBNW FirstBank Corp. 0.000 NA NA NA NA NA NA NA
FBSI First Bancshares Inc. 0.825 16.13 16.17 16.20 16.39 19.56 119.63 119.81
FCB Falmouth Co-Operative Bank 1.159 28.85 34.50 26.74 35.94 33.17 112.01 112.01
FCBF FCB Financial Corp. 2.991 80.00 22.48 20.71 33.44 29.72 142.29 142.29
FCME First Coastal Corp. 0.000 0 2.45 9.59 10.75 2.38 103.86 103.86
FDEF First Defiance Financial 2.169 72.09 26.34 24.95 23.05 34.30 117.06 117.06
FED FirstFed Financial Corp. 0.000 0 17.18 8.8 17.44 31.42 182.21 184.23
FESX First Essex Bancorp Inc. 2.667 33.10 14.17 10.85 13.64 12.41 155.57 179.10
FFBA First Colorado Bancorp Inc. 2.339 46.91 17.10 20.63 16.80 23.23 159.57 161.76
FFBH First Federal Bancshares of AR 1.133 11.49 18.59 19.38 18.27 24.35 129.51 129.51
FFBI First Financial Bancorp Inc. 0.000 0.00 21.35 9.33 NA NA 107.83 107.83
FFBS FFBS BanCorp Inc. 2.174 51.55 18.70 27.39 23.00 23.71 135.53 135.53
FFBZ First Federal Bancorp Inc. 1.297 29.38 17.45 14.45 13.21 23.13 209.99 210.23
FFCH First Financial Holdings Inc. 2.095 48.61 16.53 13.11 15.08 23.87 214.44 214.44
FFDB FirstFed Bancorp Inc. 2.817 61.05 13.45 11.54 13.05 20.64 122.58 134.47
FFDF FFD Financial Corp. 2.034 NA NA 25.16 26.34 NA 101.65 101.65
FFED Fidelity Federal Bancorp 4.267 466.67 34.72 9.33 11.72 62.5 181.33 181.33
FFES First Federal of East Hartford 1.750 40.27 13.94 9.33 16.80 23.01 145.07 145.07
FFFC FFVA Financial Corp. 1.600 34.92 20.00 24.27 17.86 23.81 172.31 176.06
FFFD North Central Bancshares Inc. 1.504 25.77 14.98 25.44 13.85 17.14 112.26 112.26
FFFG F.F.O. Financial Group Inc. 0.000 0.00 18.94 16.34 19.53 23.15 243.19 243.19
FFFL Fidelity Bankshares Inc. (MHC) 3.186 160.00 35.31 19.14 32.10 56.50 228.56 230.24
FFHC First Financial Corp. 1.832 39.04 16.62 19.99 15.16 22.43 280.63 288.04
FFHH FSF Financial Corp. 2.817 61.73 17.75 14.23 15.30 21.91 110.66 110.66
FFHS First Franklin Corporation 1.620 91.43 16.74 10.37 13.72 56.43 115.03 115.77
FFIC Flushing Financial Corp. 1.094 18.75 22.62 20.35 18.91 22.85 131.52 131.52
FFKY First Federal Financial Corp. 2.575 43.86 16.11 24.03 14.31 19.08 175.40 186.38
</TABLE>
50
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 9/8/97
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFLC FFLC Bancorp Inc. 1.512 43.14 21.90 19.01 20.35 31.13 140.99 140.99
FFOH Fidelity Financial of Ohio 1.750 46.15 19.28 17.01 17.39 30.77 131.47 148.98
FFPB First Palm Beach Bancorp Inc. 1.714 NA NA 10.57 19.02 NA 160.85 164.86
FFSL First Independence Corp. 1.818 50.00 19.37 12.36 19.10 30.56 118.53 118.53
FFSX First Fed SB of Siouxland(MHC) 1.714 67.99 23.53 16.90 23.33 40.58 203.78 205.58
FFWC FFW Corp. 2.441 33.16 12.45 11.65 13.41 15.53 122.36 135.76
FFWD Wood Bancorp Inc. 2.540 31.54 17.90 20.36 14.58 21.28 165.44 165.44
FFYF FFY Financial Corp. 2.593 56.72 16.17 18.67 13.50 22.69 136.16 136.16
FGHC First Georgia Holding Inc. 0.688 17.77 20.95 15.13 16.15 25.83 184.09 200.78
FIBC Financial Bancorp Inc. 1.739 38.46 14.56 14.02 14.38 25.27 149.84 150.62
FISB First Indiana Corporation 2.087 40.35 NA 15.97 15.54 20.00 167.03 169.12
FKFS First Keystone Financial 0.702 10.42 13.97 10.91 11.88 19.79 149.29 149.29
FKKY Frankfort First Bancorp Inc. 3.273 NA 47.83 27.24 NA NA 158.50 158.50
FLAG FLAG Financial Corp. 2.230 NA 108.93 14.00 15.25 NA 146.07 146.07
FLFC First Liberty Financial Corp. 1.798 29.52 14.54 13.33 12.36 16.98 180.89 200.63
FLGS Flagstar Bancorp Inc. 0.000 NA NA 16.70 NA NA 231.04 NA
FLKY First Lancaster Bancshares 3.187 NA NA 37.18 24.51 NA 108.64 108.64
FMBD First Mutual Bancorp Inc. 2.065 266.67 51.67 13.01 29.81 129.17 92.65 122.34
FMCO FMS Financial Corporation 1.028 13.16 12.27 11.72 11.35 17.93 178.81 182.03
FMSB First Mutual Savings Bank 0.952 12.52 14.48 13.13 13.13 14.09 192.48 192.48
FNGB First Northern Capital Corp. 2.327 79.41 12.85 19.05 21.48 20.22 168.92 168.92
FOBC Fed One Bancorp 2.900 61.05 14.49 13.30 14.71 21.05 115.94 121.58
FPRY First Financial Bancorp NA 39.66 NA NA NA NA NA NA
FRC First Republic Bancorp 0.000 0 18.75 10.56 14.86 16.04 147.19 147.28
FSBI Fidelity Bancorp Inc. 1.636 29.92 13.17 9.39 13.41 20.75 138.98 138.98
FSFC First Southeast Financial Corp 1.548 NA 21.83 20.32 18.45 NA 198.72 198.72
FSLA First Savings Bank (MHC) 1.477 51.51 26.42 22.86 24.62 41.67 242.72 272.19
FSNJ Bayonne Bancshares Inc. 1.363 NA NA NA NA NA NA NA
FSPG First Home Bancorp Inc. 1.988 24.07 11.37 10.43 12.27 12.42 156.61 159.22
FSPT FirstSpartan Financial Corp. 0 NA NA NA NA NA NA NA
FSSB First FS&LA of San Bernardino 0.000 0.00 NA 3.05 NA NA 70.36 73.03
FSTC First Citizens Corp. 1.375 15.60 11.43 17.31 4.88 11.35 177.88 228.73
FTF Texarkana First Financial Corp 2.274 253.83 14.75 25.73 13.10 17.97 163.84 163.84
FTFC First Federal Capital Corp. 2.021 37.62 15.03 13.81 14.14 20.30 214.35 227.93
FTNB Fulton Bancorp Inc. 0.930 NA NA 37.17 38.39 NA 148.58 148.58
FTSB Fort Thomas Financial Corp. 2.128 NA 23.50 18.12 12.77 36.72 112.98 112.98
FWWB First SB of Washington Bancorp 1.137 23.08 21.41 24.11 18.66 23.68 157.05 170.06
GAF GA Financial Inc. 2.612 38.75 20.65 19.57 17.67 22.97 128.95 130.32
GBCI Glacier Bancorp Inc. 2.685 40.01 14.53 21.45 13.14 16.25 220.14 225.98
GDVS Greater Delaware Valley (MHC) 1.485 156.52 57.74 32.47 37.89 105.43 280.67 280.67
GDW Golden West Financial 0.504 6.41 10.95 12.68 14.18 13.18 199.03 199.03
GFCO Glenway Financial Corp. 2.883 63.39 15.68 11.02 13.34 26.18 116.16 117.73
GFED Guaranty Federal SB (MHC) 2.186 102.7 36.59 31.51 31.45 54.39 228.69 228.69
GFSB GFS Bancorp Inc. 1.825 25.29 13.83 15.30 11.88 16.76 133.68 133.68
GOSB GSB Financial Corp. 0.000 NA NA NA NA NA NA NA
GPT GreenPoint Financial Corp. 1.584 26.47 19.30 21.38 18.35 18.57 184.20 327.58
GRTR Greater New York Savings Bank 0.865 17.86 31.68 12.30 28.91 27.53 196.98 196.98
GSB Golden State Bancorp Inc. 0.000 0.00 21.16 9.53 21.92 49.50 196.34 220.94
GSBC Great Southern Bancorp Inc. 2.270 35.23 14.10 20.18 11.91 16.02 236.58 236.58
GSFC Green Street Financial Corp. 2.362 94.92 25.87 45.85 27.39 31.57 126.44 126.44
GSLA GS Financial Corp. 1.750 NA NA 44.64 NA NA 97.80 97.80
GTFN Great Financial Corporation 1.684 32.69 23.59 16.13 15.63 22.84 174.63 182.32
GTPS Great American Bancorp 2.254 210.53 43.29 22.81 40.34 93.42 96.68 96.68
GUPB GFSB Bancorp Inc. 2.133 111.94 22.32 18.11 22.32 27.99 111.08 111.08
GWBC Gateway Bancorp Inc. 2.230 78.43 NA 30.23 32.03 35.17 111.76 111.76
HALL Hallmark Capital Corp. 0.000 0.00 13.10 7.75 10.78 16.54 107.00 107.00
HARB Harbor Florida Bancorp (MHC) 2.405 63.73 22.14 25.91 21.40 28.54 308.85 319.36
HARL Harleysville Savings Bank 1.553 25.92 13.21 12.64 12.15 18.13 193.46 193.46
HARS Harris Savings Bank (MHC) 1.307 72.5 44.82 24.36 24.65 55.47 304.15 347.77
HAVN Haven Bancorp Inc. 1.534 29.70 12.38 9.61 19.56 19.37 161.67 162.28
HBBI Home Building Bancorp 1.463 88.24 25.63 14.18 17.08 60.29 101.69 101.69
HBEI Home Bancorp of Elgin Inc. 2.222 NA NA 35.00 40.91 NA 131.10 131.10
HBFW Home Bancorp 0.889 26.32 19.23 16.96 18.15 29.61 127.70 127.70
HBNK Highland Federal Bank FSB 0.000 0.00 21.76 13.80 13.04 32.18 184.56 184.56
</TABLE>
51
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 9/8/97
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HBS Haywood Bancshares Inc. 2.947 61.80 15.20 15.79 14.39 21.35 113.37 117.57
HCBB HCB Bancshares Inc. 0.000 NA NA NA NA NA NA NA
HCFC Home City Financial Corp. 2.065 NA NA 21.63 19.38 NA 96.57 96.57
HEMT HF Bancorp Inc. 0.000 0.00 47.27 9.65 NA NA 117.25 NA
HFFB Harrodsburg First Fin Bancorp 2.623 93.22 20.33 28.34 19.06 25.85 97.26 97.26
HFFC HF Financial Corp. 1.732 30.25 15.16 12.86 12.63 20.38 136.39 136.39
HFGI Harrington Financial Group 0.960 4.92 18.38 9.11 22.32 20.49 162.97 162.97
HFNC HFNC Financial Corp. 1.710 NA 25.99 31.44 31.49 35.60 174.76 174.76
HFSA Hardin Bancorp Inc. 2.844 70.00 19.40 13.42 15.07 28.13 107.62 107.62
HHFC Harvest Home Financial Corp. 3.333 NA 22.64 12.53 15.79 46.15 106.1 106.1
HIFS Hingham Instit. for Savings 1.939 26.88 13.31 14.83 12.13 13.31 158.45 158.45
HMCI HomeCorp Inc. 0.000 0.00 21.20 8.55 16.11 72.83 130.76 130.76
HMLK Hemlock Federal Financial Corp 1.567 NA NA 19.28 NA NA 105.10 105.10
HMNF HMN Financial Inc. 0.000 0.00 20.87 18.30 18.11 24.63 126.80 126.80
HOMF Home Federal Bancorp 1.613 20.83 13.60 15.42 13.14 15.82 181.82 187.65
HPBC Home Port Bancorp Inc. 3.497 46.24 13.30 21.20 12.71 13.22 200.83 200.83
HRBF Harbor Federal Bancorp Inc. 2.025 66.67 21.24 15.46 19.75 32.92 119.84 119.84
HRZB Horizon Financial Corp. 2.581 62.18 14.76 22.17 14.35 14.49 142.07 142.07
HTHR Hawthorne Financial Corp. 0.000 0.00 25.93 6.11 7.90 NA 132.94 132.94
HVFD Haverfield Corp. 2.004 53.92 16.83 15.39 14.86 27.39 180.13 180.13
HWEN Home Financial Bancorp 1.217 NA NA 18.16 20.55 NA 107.23 107.23
HZFS Horizon Financial Svcs Corp. 1.695 47.06 17.48 9.34 20.52 27.76 95.47 95.47
IBSF IBS Financial Corp. 2.319 143.76 29.24 25.90 28.75 50.74 148.84 148.84
IFSB Independence Federal Svgs Bank 1.571 33.33 25.45 6.94 6.86 21.21 100.79 114.01
INBI Industrial Bancorp 3.148 68.09 18.83 23.22 14.66 32.45 131.13 131.13
INCB Indiana Community Bank SB 2.286 NA 32.81 15.90 26.25 105.00 128.36 128.36
IPSW Ipswich Savings Bank 0.906 13.04 10.43 8.31 7.53 8.23 145.44 145.44
ISBF ISB Financial Corporation 1.569 45.12 22.77 18.58 23.61 31.10 144.80 170.23
ITLA ITLA Capital Corp. 0.000 0 12.85 16.82 12.01 12.85 153.10 153.75
IWBK InterWest Bancorp Inc. 1.519 31.11 17.10 17.32 15.67 21.94 255.50 261.07
JOAC Joachim Bancorp Inc. 3.419 227.27 39.53 30.24 33.24 66.48 107.38 107.38
JSB JSB Financial Inc. 2.959 48.69 18.70 30.42 17.14 17.72 133.13 133.13
JSBA Jefferson Savings Bancorp 1.131 38.30 16.53 13.70 15.79 37.63 147.64 190.29
JXSB Jacksonville Savings Bk (MHC) 1.778 117.65 35.16 17.59 31.25 66.18 167.66 167.66
JXVL Jacksonville Bancorp Inc. 2.963 64.94 7.40 18.58 10.29 21.92 124.54 124.54
KFBI Klamath First Bancorp 1.509 50.00 23.38 27.35 22.59 34.27 127.65 127.65
KNK Kankakee Bancorp Inc. 1.593 28.76 15.37 12.57 15.06 19.69 113.29 120.55
KSAV KS Bancorp Inc. 3.243 87.38 12.01 15.43 12.17 17.96 114.13 114.20
KSBK KSB Bancorp Inc. 0.640 9.27 9.84 10.61 10.42 10.87 147.75 156.25
KYF Kentucky First Bancorp Inc. 3.922 583.33 16.35 18.91 15.94 21.25 114.25 114.25
LARK Landmark Bancshares Inc. 1.468 37.74 21.29 20.44 19.46 25.71 148.18 148.18
LARL Laurel Capital Group Inc. 2.213 29.73 12.57 16.00 11.99 15.88 159.43 159.43
LFBI Little Falls Bancorp Inc. 1.185 25.81 31.84 15.44 23.44 54.44 116.30 125.93
LFCO Life Financial Corp. 0.000 NA NA 56.34 9.57 NA 263.54 263.54
LFED Leeds Federal Savings Bk (MHC) 2.512 107.81 33.99 37.07 30.25 47.27 228.99 228.99
LIFB Life Bancorp Inc. 1.954 42.86 18.61 16.25 18.61 23.39 154.10 158.68
LISB Long Island Bancorp Inc. 1.356 37.67 26.18 17.95 20.87 30.31 199.59 201.59
LOGN Logansport Financial Corp. 2.623 465.75 16.22 23.12 15.89 20.89 120.46 120.46
LONF London Financial Corporation 1.600 46.15 19.48 20.21 22.06 28.85 102.74 102.74
LSBI LSB Financial Corp. 1.528 19.35 15.67 10.68 13.57 13.91 112.37 112.37
LSBX Lawrence Savings Bank 0.000 0.00 8.78 13.93 9.33 8.78 160.24 160.24
LVSB Lakeview Financial 0.709 9.51 20.14 16.85 16.32 14.04 177.05 221.42
LXMO Lexington B&L Financial Corp. 1.875 26.32 21.05 30.75 18.18 28.07 108.62 108.62
MAFB MAF Bancorp Inc. 0.882 14.37 13.93 14.71 12.40 18.25 189.10 216.43
MARN Marion Capital Holdings 3.745 63.08 15.16 23.97 14.69 18.08 106.38 106.38
MASB MASSBANK Corp. 2.438 28.65 15.49 15.55 14.75 14.75 146.16 146.16
MBB MSB Bancorp Inc. 2.533 153.85 22.14 8.28 21.15 60.74 112.00 228.21
MBBC Monterey Bay Bancorp Inc. 0.722 33.33 29.69 13.06 34.64 55.42 107.54 116.67
MBLF MBLA Financial Corp. 1.720 38.46 17.48 12.86 18.16 22.36 105.78 105.78
MBSP Mitchell Bancorp Inc. 2.336 NA NA 48.25 28.54 NA 111.27 111.27
MCBN Mid-Coast Bancorp Inc. 2.080 48.15 14.97 9.73 12.76 23.15 113.12 113.12
MCBS Mid Continent Bancshares Inc. 1.060 21.28 17.81 18.09 16.00 20.08 189.41 189.41
MDBK Medford Savings Bank 2.233 36.17 14.73 13.65 12.40 13.72 151.84 162.96
MECH Mechanics Savings Bank 0.000 0.00 8.55 15.50 4.40 8.55 151.44 151.44
</TABLE>
52
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 9/8/97
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MERI Meritrust Federal SB 1.595 35.53 14.92 14.87 12.32 23.09 181.23 181.23
METF Metropolitan Financial Corp. 0.000 0.00 14.98 7.78 12.25 26.27 196.58 217.33
MFBC MFB Corp. 1.391 39.47 21.10 15.66 19.17 30.26 114.71 114.71
MFCX Marshalltown Financial Corp. 0.000 0.00 29.39 18.54 29.91 57.76 117.79 117.79
MFFC Milton Federal Financial Corp. 4.248 730.95 25.22 16.32 22.07 33.63 115.21 115.21
MFLR Mayflower Co-operative Bank 3.443 38.85 15.93 13.99 13.34 14.21 144.48 146.95
MFSL Maryland Federal Bancorp 1.758 33.43 14.35 12.62 15.80 21.06 150.56 152.48
MGNL Magna Bancorp Inc. 2.222 44.78 18.24 27.44 16.46 20.15 268.39 275.79
MIFC Mid-Iowa Financial Corp. 0.831 11.43 NA 12.85 8.30 13.75 137.50 137.70
MIVI Mississippi View Holding Co. 1.008 26.67 18.25 18.63 15.26 26.46 98.66 98.66
MLBC ML Bancorp Inc. 1.939 30.56 18.25 10.52 15.63 16.37 150.77 153.46
MONT Montgomery Financial Corp. 0.000 NA NA NA NA NA NA NA
MRKF Market Financial Corp. 1.973 NA NA 33.49 27.28 NA 95.67 95.67
MSBF MSB Financial Inc. 2.074 38.43 16.67 22.57 14.06 20.15 132.74 132.74
MSBK Mutual Savings Bank FSB 0.000 0.00 NA 8.25 108.33 72.22 135.84 135.84
MWBI Midwest Bancshares Inc. 1.667 34.32 12.81 8.56 11.54 21.30 123.88 123.88
MWBX MetroWest Bank 1.794 31.37 13.11 16.47 11.94 13.11 221.46 221.46
MWFD Midwest Federal Financial 1.600 24.62 17.14 16.70 12.07 16.35 189.56 196.58
NASB North American Savings Bank 1.538 17.60 13.61 15.74 10.48 12.84 204.97 212.07
NBN Northeast Bancorp 1.889 44.44 25.66 8.72 14.60 23.53 125.56 145.27
NBSI North Bancshares Inc. 2.133 77.19 29.22 18.75 31.25 39.47 132.67 132.67
NEIB Northeast Indiana Bancorp 1.882 31.5 14.66 17.00 13.28 17 111.92 111.92
NHTB New Hampshire Thrift Bncshrs 2.548 96.15 23.64 12.75 14.43 37.74 166.60 195.66
NASB NewMil Bancorp Inc. 1.846 37.70 22.41 15.43 20.31 21.31 157.19 157.19
NSLB NS&L Bancorp Inc. 2.667 113.64 31.25 22.22 24.67 42.61 113.57 113.57
NSSB Norwich Financial Corp. 2.009 43.48 21.44 21.17 19.91 20.20 189.63 210.06
NSSY Norwalk Savings Society 1.096 10.78 53.68 13.25 19.01 15.73 169.45 175.14
NTMG Nutmeg Federal S&LA 0.000 34.09 32.35 7.93 22.92 50.00 142.49 142.49
NWEQ Northwest Equity Corp. 3.225 46.74 15.07 13.96 12.22 17.53 113.32 113.32
NWSB Northwest Savings Bank (MHC) 1.255 54.24 30.72 28.50 28.98 43.22 300.35 319.15
NYB New York Bancorp Inc. 1.928 25.54 16.13 20.47 13.42 16.73 402.65 402.65
OCFC Ocean Financial Corp. 2.336 NA NA 20.35 19.46 NA 125.23 125.23
OCN Ocwen Financial Corp. 0.000 0.00 27.27 41.95 15.81 16.65 479.40 502.01
OFCP Ottawa Financial Corp. 1.553 45.68 20.12 14.68 16.51 31.79 168.19 209.52
OHSL OHSL Financial Corp. 3.648 76.64 16.19 12.54 14.36 22.55 113.74 113.74
PALM Palfed Inc. 0.671 90.91 24.16 14.21 16.55 162.50 172.37 172.37
PAMM PacificAmerica Money Center 0.000 0.00 5.85 31.75 3.35 5.85 147.25 147.25
PBCI Pamrapo Bancorp Inc. 4.651 87.16 14.73 16.48 12.22 19.72 129.36 130.38
PBCT People's Bank (MHC) 2.315 43.00 28.52 22.79 20.40 21.29 268.76 269.00
PBHC Oswego City Savings Bk (MHC) 1.436 26.83 23.49 19.58 14.34 23.78 166.95 200.62
PBKB People's Bancshares Inc. 2.627 27.56 20.94 10.28 11.96 13.19 179.91 186.94
PCBC Perry County Financial Corp. 1.882 41.67 15.74 21.69 17.71 22.14 112.97 112.97
PCCI Pacific Crest Capital 0.000 0 15.25 12.07 12.71 14.12 170.39 170.39
PDB Piedmont Bancorp Inc. 3.765 NA 35.42 23.81 20.43 NA 143.19 143.19
PEEK Peekskill Financial Corp. 2.198 64.29 22.13 28.64 24.08 29.24 111.32 111.32
PERM Permanent Bancorp Inc. 1.684 44.78 19.79 11.02 18.55 35.45 120.31 122.11
PERT Perpetual Bank (MHC) 2.642 135.59 32.92 31.12 30.11 44.92 263.16 263.16
PETE Primary Bank 0.000 0.00 18.66 13.00 NA 22.40 187.54 187.81
PFDC Peoples Bancorp 2.353 43.48 13.71 20.16 13.28 18.48 132.61 132.61
PFED Park Bancorp Inc. 0.000 NA NA 23.54 21.25 NA 104.49 104.49
PFFB PFF Bancorp Inc. 0.000 0.00 31.35 14.05 23.51 85.87 136.11 137.53
PFFC Peoples Financial Corp. 2.963 NA NA 29.09 30.13 NA 106.94 106.94
PFNC Progress Financial Corp. 0.796 15.69 22.12 13.10 16.34 28.19 246.57 279.13
PFSB PennFed Financial Services Inc 0.933 14.58 14.35 10.94 13.64 20.83 137.43 164.29
PFSL Pocahontas FS&LA (MHC) 3.158 63.97 18.27 12.29 18.75 20.96 193.09 193.09
PHBK Peoples Heritage Finl Group 1.924 28.81 16.06 19.34 15.43 16.26 250.48 297.22
PHFC Pittsburgh Home Financial Corp 1.267 38.89 20.58 14.55 15.78 26.30 133.27 134.79
PHSB Peoples Home Savings Bk (MHC) 0.000 NA NA NA NA NA NA NA
PKPS Poughkeepsie Financial Corp. 1.270 45.45 21.88 11.27 21.88 35.80 134.62 134.62
PLSK Pulaski Savings Bank (MHC) 1.727 NA NA 20.28 NA NA 170.34 170.34
PMFI Perpetual Midwest Financial 1.437 125.00 35.99 9.89 20.07 86.98 115.97 115.97
PRBC Prestige Bancorp Inc. 0.706 11.76 19.54 11.46 15.74 33.33 102.97 102.97
PROV Provident Financial Holdings 0.000 0.00 55.38 15.94 20.77 48.63 114.78 114.78
PSBK Progressive Bank Inc. 2.076 26.61 14.62 14.24 14.12 14.36 166.50 186.40
</TABLE>
53
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 9/8/97
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PSFC Peoples-Sidney Financial Corp. 1.231 NA NA NA NA NA NA NA
PSFI PS Financial Inc. 2.065 NA NA 40.92 18.45 NA 105.73 105.73
PTRS Potters Financial Corp. 1.455 25.22 12.38 9.94 9.98 21.52 112.65 112.65
PULB Pulaski Bank, Svgs Bank (MHC) 3.791 172.41 33.81 30.64 25.36 45.47 234.86 234.86
PULS Pulse Bancorp 3.256 59.83 12.57 12.69 11.44 18.38 157.74 157.74
PVFC PVF Capital Corp. 0.000 0 8.58 14.71 11.39 14.64 209.4 209.4
PVSA Parkvale Financial Corporation 1.719 31.33 12.40 12.38 12.20 18.22 163.16 164.40
PWBC PennFirst Bancorp Inc. 2.094 47.72 14.47 10.15 14.47 21.70 125.60 134.35
PWBK Pennwood Bancorp Inc. 1.910 NA NA 19.42 24.63 NA 111.30 111.30
QCBC Quaker City Bancorp Inc. 0.000 0 20.75 12.18 16.21 34.02 138.89 138.98
QCFB QCF Bancorp Inc. 0.000 0.00 13.97 23.83 13.89 17.12 131.72 131.72
QCSB Queens County Bancorp Inc. 1.848 33.82 26.53 37.56 25.06 26.15 272.95 272.95
RARB Raritan Bancorp Inc. 2.000 30.74 15.89 15.26 15.38 17.02 192.31 195.44
RCSB RCSB Financial Inc. 1.165 22.89 21.02 18.31 23.41 20.68 240.43 246.41
REDF RedFed Bancorp Inc. 0.000 0.00 23.48 13.66 13.16 157.95 161.63 162.23
RELI Reliance Bancshares Inc. 0.000 NA 30.36 45.72 106.25 34.00 93.61 93.61
RELY Reliance Bancorp Inc. 2.000 49.59 17.88 14.21 16.67 26.45 172.60 239.52
RIVR River Valley Bancorp 0.970 NA NA 13.98 13.75 NA 112.86 114.58
ROSE TR Financial Corp. 2.222 23.50 16.36 13.32 14.06 14.75 200.74 200.74
RSLN Roslyn Bancorp Inc. 1.055 NA NA 31.43 21.88 NA 156.04 156.79
RVSB Riverview Savings Bank (MHC) 0.865 24.38 25.23 29.22 22.38 31.53 260.07 284.91
SBFL SB of the Finger Lakes (MHC) 1.600 266.67 96.15 20.59 52.08 166.67 214.96 214.96
SBOS Boston Bancorp (The) NA 10.89 NA NA NA NA NA NA
SCBS Southern Community Bancshares 1.890 NA NA 25.66 18.90 NA 120.36 120.36
SCCB S. Carolina Community Bancshrs 2.553 111.11 33.57 35.66 32.64 43.52 137.35 137.35
SECP Security Capital Corp. 1.135 20.40 18.68 26.51 17.06 22.12 173.90 173.90
SFED SFS Bancorp Inc. 1.418 39.06 17.95 14.12 21.47 30.86 113.25 113.25
SFFC StateFed Financial Corporation 1.818 33.33 15.17 20.12 12.79 18.33 113.17 113.17
SFIN Statewide Financial Corp. 2.235 48.19 14.37 13.78 14.92 23.72 141.64 141.95
SFNB Security First Network Bank 0.000 0.00 NA 131.58 NA NA 397.35 404.04
SFSB SuburbFed Financial Corp. 1.164 27.59 16.27 8.13 13.22 23.71 125.46 125.92
SFSL Security First Corp. 1.803 37.02 17.07 20.58 17.07 21.91 218.60 222.15
SGVB SGV Bancorp Inc. 0.000 0.00 26.75 8.73 17.33 47.66 119.42 121.42
SHEN First Shenango Bancorp Inc. 2.152 30.72 NA 14.04 12.02 16.79 128.16 128.16
SISB SIS Bancorp Inc. 1.806 7.23 9.39 12.05 14.62 9.34 169.31 169.31
SKAN Skaneateles Bancorp Inc. 1.720 20.45 13.6 8.95 12.37 13.21 130.69 134.86
SKBO First Carnegie Deposit (MHC) 1.875 NA NA 25.01 NA NA 152.09 152.09
SMBC Southern Missouri Bancorp Inc. 2.920 69.44 16.79 16.93 16.47 23.78 108.04 108.04
SMFC Sho-Me Financial Corp. 0.000 0.00 17.26 17.78 13.18 19.12 180.39 180.39
SOBI Sobieski Bancorp Inc. 1.969 43.75 26.64 15.40 29.02 50.78 94.26 94.26
SOPN First Savings Bancorp Inc. 3.951 75.51 17.31 25.32 15.82 20.66 110.90 110.90
SOSA Somerset Savings Bank 0.000 0.00 15.62 12.64 9.77 15.62 199.29 199.29
SPBC St. Paul Bancorp Inc 1.658 32.36 18.28 17.78 16.75 27.11 206.73 207.26
SRN Southern Banc Company Inc. 2.154 228.26 30.09 19.04 33.85 70.65 112.69 113.88
SSB Scotland Bancorp Inc 1.558 52.63 27.50 53.02 32.08 33.77 143.12 143.12
SSFC South Street Financial Corp. 2.162 NA NA 34.41 25.69 NA 125.94 125.94
SSM Stone Street Bancorp Inc. 2.099 542.26 21.23 38.34 38.28 25.52 132.91 132.91
STFR St. Francis Capital Corp. 1.289 26.14 19.30 12.02 13.50 21.16 154.05 174.31
STND Standard Financial Inc. 1.561 47.37 22.67 16.13 21.35 33.71 149.74 150
STSA Sterling Financial Corp. 0.000 0.00 24.40 6.68 16.88 96.43 166.39 190.86
SVRN Sovereign Bancorp Inc. 0.513 12.00 NA 10.02 14.44 23.99 227.65 302.21
SWBI Southwest Bancshares 3.753 74.26 14.78 14.20 13.68 20.05 129.15 129.15
SWCB Sandwich Co-operative Bank 3.333 50.44 15.45 13.74 15.52 15.79 172.83 180.54
SZB SouthFirst Bancshares Inc. 3.125 NA 84.21 13.94 26.67 NA 99.63 99.63
TBK Tolland Bank 1.119 9.11 15.96 11.71 14.90 16.71 168.63 173.54
THR Three Rivers Financial Corp. 2.481 52.38 17.34 14.57 17.53 25.60 105.88 106.30
THRD TF Financial Corporation 1.951 42.86 18.14 13.06 16.53 24.4 108.70 123.94
TPNZ Tappan Zee Financial Inc. 1.612 33.33 20.93 20.95 24.13 28.96 123.14 123.14
TRIC Tri-County Bancorp Inc. 2.553 49.55 17.03 15.99 14.69 21.17 104.40 104.40
TSBS Peoples Bancorp Inc. (MHC) 1.167 40.70 41.10 42.97 30.00 34.88 254.45 277.26
TSH Teche Holding Co. 2.721 60.24 15.98 15.55 16.41 22.14 118.32 118.32
TWIN Twin City Bancorp 3.160 94.12 20.88 16.10 15.82 29.78 125.23 125.23
UBMT United Financial Corp. 4.083 100.00 19.83 27.80 19.35 25.81 119.40 119.40
UFRM United Federal Savings Bank 2.087 110.53 34.85 12.83 20.54 60.53 171.64 171.64
</TABLE>
54
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<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 9/8/97
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
USAB USABancshares, Inc. 0.000 0.00 33.00 12.54 14.73 30.56 128.11 130.54
VABF Virginia Beach Fed. Financial 1.429 69.23 24.56 11.28 17.50 53.85 164.71 164.71
VFFC Virginia First Financial Corp. 0.418 5.56 27.83 17.00 15.75 13.30 210.91 218.41
WAMU Washington Mutual Inc. 1.689 84.48 24.98 16.57 16.65 55.12 310.38 327.05
WAYN Wayne Savings & Loan Co. (MHC) 2.756 180.85 30.41 19.90 25.57 66.18 215.31 215.31
WBST Webster Financial Corp. 1.429 37.76 17.78 11.29 14.29 28.57 224.81 263.16
WCBI Westco Bancorp 2.264 44.88 16.67 21.06 15.41 20.87 138.16 138.16
WCFB Webster City Federal SB (MHC) 4.507 163.27 NA 39.37 27.73 36.22 168.41 168.41
WEFC Wells Financial Corp. 2.909 0.00 15.14 16.00 14.73 22.30 112.78 112.78
WEHO Westwood Homestead Fin. Corp. 1.806 NA NA 32.18 32.29 NA 109.39 109.39
WES Westcorp 1.834 36.04 83.90 15.53 14.35 19.65 171.62 172.03
WFI Winton Financial Corp. 2.831 38.26 12.90 10.17 10.16 14.13 143.05 146.13
WFSG Wilshire Financial Services 0.000 NA NA 13.77 8.24 NA 238.75 238.75
WFSL Washington Federal Inc. 3.315 44.76 12.73 22.86 12.39 14.16 189.29 207.24
WHGB WHG Bancshares Corp. 1.270 42.86 27.16 22.97 23.16 45.00 111.23 111.23
WOFC Western Ohio Financial Corp. 4.124 175.44 31.49 14.31 30.31 42.54 103.72 111.24
WRNB Warren Bancorp Inc. 2.849 43.01 11.13 19.28 11.13 9.46 185.85 185.85
WSB Washington Savings Bank, FSB 1.379 35.71 17.68 11.92 18.13 25.89 143.56 143.56
WSFS WSFS Financial Corporation 0.000 0.00 11.02 12.61 11.60 11.10 242.29 244.23
WSTR WesterFed Financial Corp. 1.956 44.06 18.6 13.10 14.80 23.44 120.06 150.10
WVFC WVS Financial Corp. 2.870 177.51 13.27 16.53 13.94 16.49 148.11 148.11
WWFC Westwood Financial Corporation 0.941 25.64 15.98 12.31 14.36 27.24 134.84 151.35
WYNE Wayne Bancorp Inc. 0.808 18.87 22.3 20.10 22.92 46.7 150.55 150.55
YFCB Yonkers Financial Corporation 1.208 25.64 19.3 20.94 18.40 25.48 140.56 140.56
YFED York Financial Corp. 2.487 59.23 19.15 14.55 15.87 24.37 168.94 168.94
---------------------------------------------------------------------------------------
Average 1.654 55.89 21.45 17.84 18.99 29.59 154.36 160.81
</TABLE>
55
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<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 9/8/97
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 1.376 114.81 23.97 8.47 29.06 86.11 97.04 97.04
ATSB AmTrust Capital Corp. 1.569 11.36 47.22 9.45 21.25 28.98 92.93 93.96
CLAS Classic Bancshares Inc. 1.982 36.36 19.35 14.12 17.66 25.68 94.99 112.37
FFDF FFD Financial Corp. 2.034 NA NA 25.16 26.34 NA 101.65 101.65
HFFB Harrodsburg First Fin Bancorp 2.623 93.22 20.33 28.34 19.06 25.85 97.26 97.26
HZFS Horizon Financial Svcs Corp. 1.695 47.06 17.48 9.34 20.52 27.76 95.47 95.47
LXMO Lexington B&L Financial Corp. 1.875 26.32 21.05 30.75 18.18 28.07 108.62 108.62
NBSI North Bancshares Inc. 2.133 77.19 29.22 18.75 31.25 39.47 132.67 132.67
PRBC Prestige Bancorp Inc. 0.706 11.76 19.54 11.46 15.74 33.33 102.97 102.97
SOBI Sobieski Bancorp Inc. 1.969 43.75 26.64 15.40 29.02 50.78 94.26 94.26
SZB SouthFirst Bancshares Inc. 3.125 NA 84.21 13.94 26.67 NA 99.63 99.63
---------------------------------------------------------------------------------------
Average 1.92 51.31 30.90 16.83 23.16 38.45 101.59 103.26
Maximum 3.13 114.81 84.21 30.75 31.25 86.11 132.67 132.67
Minimum 0.71 0.00 0.00 8.47 15.74 0.00 92.93 93.96
</TABLE>
56
<PAGE>
<TABLE>
<CAPTION>
Productivity Income
--------------- -----------------------------------------------------------
Full Time
Equivalent
Employees Net Income Core Income Core EPS Price/
Ticker Short Name Most Recent Qtr Most Recent Qtr Most Recent Qtr Most Recent Qtr Core EPS
- -------------------------------------- --------------- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CAL California Federal Bank, a FSB NA 63,309 57,250 NA NA
CCMD Chevy Chase Bank, FSB NA 2,796 (11,488) NA NA
AABC Access Anytime Bancorp, Inc. NA 136 118 0.10 16.25
AADV Advantage Bancorp Inc. 289 2,781 2,484 0.72 15.63
ABBK Abington Bancorp Inc. 156 1,096 1,000 0.50 16.50
ABCL Alliance Bancorp Inc. 442 2,636 2,583 0.45 18.75
ABCW Anchor BanCorp Wisconsin 553 4,621 4,317 0.91 7.55
AFBC Advance Financial Bancorp NA 229 224 NA NA
AFCB Affiliated Community Bancorp 205 2,942 2,922 0.44 15.13
AFED AFSALA Bancorp Inc. 44 310 310 0.23 17.66
AFFFZ America First Financial Fund 401 6,476 6,731 0.96 10.48
AHCI Ambanc Holding Co. 184 572 456 0.11 35.51
AHM Ahmanson & Company (H.F.) 7755 115,656 88,227 0.75 18.23
ALBC Albion Banc Corp. NA 50 45 0.18 32.29
ALBK ALBANK Financial Corp. 1,220 9,441 9,262 0.67 14.83
AMFC AMB Financial Corp. NA 245 157 0.17 21.32
ANA Acadiana Bancshares Inc. NA 625 615 0.26 20.97
ANBK American National Bancorp NA 981 976 0.28 17.52
ANDB Andover Bancorp Inc. 284 3,182 3,090 0.60 12.92
ASBI Ameriana Bancorp 145 889 828 0.25 21.75
ASBP ASB Financial Corp. 23 295 294 0.19 17.27
ASFC Astoria Financial Corp. 934 15,207 14,467 0.68 18.08
ATSB AmTrust Capital Corp. NA 76 55 0.11 28.98
AVND Avondale Financial Corp. 214 2,285 (436) (0.12) NA
BANC BankAtlantic Bancorp Inc. 1,009 6,821 4,478 0.16 19.53
BDJI First Federal Bancorporation 39 189 188 0.33 16.19
BFD BostonFed Bancorp Inc. 256 1,705 1,541 0.27 17.59
BFFC Big Foot Financial Corp. NA 371 371 0.16 27.73
BFSB Bedford Bancshares Inc. 36 407 407 0.38 15.79
BKC American Bank of Connecticut 133 1,927 1,744 0.73 12.67
BKCT Bancorp Connecticut Inc. 109 1,494 1,358 0.50 16.25
BKUNA BankUnited Financial Corp. 240 1,991 1,986 0.14 22.10
BNKU Bank United Corp. NA 17,280 16,818 0.52 19.65
BPLS Bank Plus Corp. 477 3,250 2,590 0.14 20.43
BSBC Branford Savings Bank 74 537 528 0.08 15.82
BTHL Bethel Bancorp NA 302 263 0.16 19.53
BVCC Bay View Capital Corp. 631 4,504 4,622 0.35 18.93
BWFC Bank West Financial Corp. 56 336 234 0.15 30.42
BYFC Broadway Financial Corp. 54 145 145 0.16 17.19
CAFI Camco Financial Corp. 175 1,453 1,226 0.38 11.68
CAPS Capital Savings Bancorp Inc. 77 585 575 0.30 13.13
CASB Cascade Financial Corp. 100 579 548 0.19 17.11
CASH First Midwest Financial Inc. 105 913 854 0.31 15.12
CATB Catskill Financial Corp. 64 949 943 0.21 19.35
CBCI Calumet Bancorp Inc. 135 2,065 1,986 0.87 12.21
CBES CBES Bancorp Inc. 45 257 232 0.24 18.49
CBK Citizens First Financial Corp. 100 444 396 0.14 32.37
CBSA Coastal Bancorp Inc. 455 2,819 2,819 0.55 13.64
CBSB Charter Financial Inc. 104 1,909 1,071 0.25 20.25
CCFH CCF Holding Company 68 17 (99) (0.12) NA
CEBK Central Co-operative Bank NA 606 606 0.31 16.73
CENB Century Bancorp Inc. 11 439 444 1.18 16.84
CENF CENFED Financial Corp. 360 3,796 3,409 0.57 15.76
CFB Commercial Federal Corp. 1541 17,060 16,951 0.78 14.74
CFBC Community First Banking Co. 179 636 641 NA NA
CFCP Coastal Financial Corp. 177 1,516 1,368 0.28 21.65
CFFC Community Financial Corp. NA 495 498 0.39 13.94
CFNC Carolina Fincorp Inc. 41 341 341 0.19 23.19
CFSB CFSB Bancorp Inc. 227 2,796 2,554 0.47 14.10
CFTP Community Federal Bancorp 28 650 657 0.15 28.75
CFX CFX Corp. 752 4,807 4,201 0.32 16.21
CIBI Community Investors Bancorp 22 230 230 0.26 14.90
CKFB CKF Bancorp Inc. 8 496 222 0.25 19.00
CLAS Classic Bancshares Inc. NA 237 237 0.20 17.66
</TABLE>
57
<PAGE>
<TABLE>
<CAPTION>
Productivity Income
--------------- -----------------------------------------------------------
Full Time
Equivalent
Employees Net Income Core Income Core EPS Price/
Ticker Short Name Most Recent Qtr Most Recent Qtr Most Recent Qtr Most Recent Qtr Core EPS
- -------------------------------------- --------------- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CMRN Cameron Financial Corp 52 637 637 0.25 17.88
CMSB Commonwealth Bancorp Inc. 749 3,680 2,680 0.17 25.46
CMSV Community Savings FA (MHC) 258 1,383 1,383 0.27 30.32
CNIT CENIT Bancorp Inc. NA 1,548 1,421 0.83 14.83
CNSB CNS Bancorp Inc. 27 215 215 0.14 31.25
CNY Carver Bancorp Inc. 103 310 310 0.14 21.32
COFI Charter One Financial 2,626 45,731 45,516 0.96 14.73
CONE Conestoga Bancorp, Inc. 105 742 334 0.07 NA
COOP Cooperative Bankshares Inc. 115 543 535 0.33 21.21
CRZY Crazy Woman Creek Bancorp 10 172 177 0.20 18.13
CSA Coast Savings Financial 1488 12,646 12,612 0.65 19.09
CSBF CSB Financial Group Inc. NA 52 51 0.06 49.48
CTZN CitFed Bancorp Inc. 740 6,666 6,663 0.75 15.50
CVAL Chester Valley Bancorp Inc. 108 740 702 0.34 15.44
DCBI Delphos Citizens Bancorp Inc. 22 449 449 0.24 17.71
DIBK Dime Financial Corp. 145 4,150 4,146 0.77 9.58
DIME Dime Community Bancorp Inc. 248 2,655 2,208 0.17 28.40
DME Dime Bancorp Inc. 3,011 27,772 26,440 0.25 20.13
DNFC D & N Financial Corp. NA 3,579 3,106 0.36 14.58
DSL Downey Financial Corp. 1,181 8,310 8,096 0.30 19.17
EBSI Eagle Bancshares 529 1,560 1,550 0.27 15.51
EFBC Empire Federal Bancorp Inc. NA 416 416 0.17 23.16
EFBI Enterprise Federal Bancorp NA 551 551 0.28 17.41
EGFC Eagle Financial Corp. 418 (4,315) (1,466) (0.23) NA
EGLB Eagle BancGroup Inc. 50 170 123 0.10 41.56
EIRE Emerald Isle Bancorp Inc. 112 972 977 0.42 15.03
EMLD Emerald Financial Corp. 135 1,536 1,469 0.29 11.96
EQSB Equitable Federal Savings Bank NA 532 528 0.82 11.43
ESBK Elmira Savings Bank (The) 126 248 243 0.35 17.32
ESX Essex Bancorp Inc. NA 390 254 (0.01) NA
ETFS East Texas Financial Services 28 191 183 0.19 25.16
FAB FirstFed America Bancorp Inc. NA 1,647 1,574 0.19 26.64
FBBC First Bell Bancorp Inc. 60 1,914 1,746 0.28 14.23
FBCI Fidelity Bancorp Inc. 110 1,032 1,032 0.37 15.12
FBCV 1ST Bancorp 88 536 224 0.32 27.34
FBER 1st Bergen Bancorp 55 570 570 0.21 22.02
FBHC Fort Bend Holding Corp. 141 519 456 0.43 20.28
FBNW FirstBank Corp. NA 225 108 NA NA
FBSI First Bancshares Inc. NA 408 390 0.35 17.32
FCB Falmouth Co-Operative Bank 28 172 164 0.11 39.20
FCBF FCB Financial Corp. NA 690 1,072 0.31 21.57
FCME First Coastal Corp. 68 351 277 0.20 13.44
FDEF First Defiance Financial 147 1,521 1,493 0.16 23.05
FED FirstFed Financial Corp. 442 5,348 5,332 0.50 17.44
FESX First Essex Bancorp Inc. 284 2,526 2,167 0.28 16.07
FFBA First Colorado Bancorp Inc. 293 4,529 4,488 0.28 16.80
FFBH First Federal Bancshares of AR 154 1,320 1,064 0.23 23.03
FFBI First Financial Bancorp Inc. 37 (194) 85 0.21 22.62
FFBS FFBS BanCorp Inc. 31 380 380 0.25 23.00
FFBZ First Federal Bancorp Inc. 71 608 549 0.32 14.45
FFCH First Financial Holdings Inc. 553 3,603 3,426 0.54 15.91
FFDB FirstFed Bancorp Inc. NA 434 434 0.34 13.05
FFDF FFD Financial Corp. 16 192 220 0.16 23.05
FFED Fidelity Federal Bancorp 118 529 505 0.19 12.34
FFES First Federal of East Hartford 187 1,417 1,561 0.56 15.30
FFFC FFVA Financial Corp. 133 1,930 1,873 0.41 18.29
FFFD North Central Bancshares Inc. NA 959 959 0.30 13.85
FFFG F.F.O. Financial Group Inc. NA 709 581 0.07 22.32
FFFL Fidelity Bankshares Inc. (MHC) 286 1,465 1,460 0.22 32.10
FFHC First Financial Corp. 1776 19,980 19,527 0.53 15.45
FFHH FSF Financial Corp. 90 823 813 0.29 15.30
FFHS First Franklin Corporation 49 442 413 0.34 14.52
FFIC Flushing Financial Corp. 174 2,123 2,125 0.29 18.91
FFKY First Federal Financial Corp. 100 1,571 1,571 0.38 14.31
</TABLE>
58
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<TABLE>
<CAPTION>
Productivity Income
--------------- -----------------------------------------------------------
Full Time
Equivalent
Employees Net Income Core Income Core EPS Price/
Ticker Short Name Most Recent Qtr Most Recent Qtr Most Recent Qtr Most Recent Qtr Core EPS
- -------------------------------------- --------------- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FFLC FFLC Bancorp Inc. 125 902 902 0.39 20.35
FFOH Fidelity Financial of Ohio 118 1,221 1,216 0.23 17.39
FFPB First Palm Beach Bancorp Inc. 415 2,352 2,101 0.41 21.34
FFSL First Independence Corp. 24 177 177 0.18 19.10
FFSX First Fed SB of Siouxland(MHC) 171 851 832 0.29 24.14
FFWC FFW Corp. 46 391 385 0.54 13.66
FFWD Wood Bancorp Inc. 47 590 530 0.24 16.41
FFYF FFY Financial Corp. 180 2,007 1,991 0.50 13.50
FGHC First Georgia Holding Inc. 82 381 381 0.12 16.15
FIBC Financial Bancorp Inc. 60 661 659 0.40 14.38
FISB First Indiana Corporation 542 3,973 3,314 0.31 18.55
FKFS First Keystone Financial 73 673 616 0.55 12.95
FKKY Frankfort First Bancorp Inc. 25 (831) (116) (0.04) NA
FLAG FLAG Financial Corp. 111 509 378 0.19 20.07
FLFC First Liberty Financial Corp. 543 3,496 3,195 0.41 13.57
FLGS Flagstar Bancorp Inc. NA 5,141 5,141 NA NA
FLKY First Lancaster Bancshares 8 143 143 0.16 24.51
FMBD First Mutual Bancorp Inc. 173 436 405 0.12 32.29
FMCO FMS Financial Corporation 274 1,457 1,456 0.60 11.35
FMSB First Mutual Savings Bank 113 1,109 1,067 0.38 13.82
FNGB First Northern Capital Corp. 218 1,459 1,398 0.15 22.92
FOBC Fed One Bancorp 124 818 818 0.34 14.71
FPRY First Financial Bancorp NA 257 141 0.15 NA
FRC First Republic Bancorp 171 4,352 3,566 0.34 17.92
FSBI Fidelity Bancorp Inc. 106 656 645 0.40 13.75
FSFC First Southeast Financial Corp 121 899 899 0.21 18.45
FSLA First Savings Bank (MHC) 218 2,454 2,426 0.33 24.62
FSNJ Bayonne Bancshares Inc. NA 838 838 NA NA
FSPG First Home Bancorp Inc. 118 1,122 1,095 0.40 12.58
FSPT FirstSpartan Financial Corp. NA 1,046 1,046 NA NA
FSSB First FS&LA of San Bernardino 51 (32) (32) (0.10) NA
FSTC First Citizens Corp. NA 3,228 3,058 1.55 5.16
FTF Texarkana First Financial Corp 35 797 795 0.47 13.10
FTFC First Federal Capital Corp. NA 4,209 3,592 0.36 16.49
FTNB Fulton Bancorp Inc. 39 226 226 0.14 38.39
FTSB Fort Thomas Financial Corp. 19 331 331 0.23 12.77
FWWB First SB of Washington Bancorp NA 3,245 3,113 0.32 19.24
GAF GA Financial Inc. 202 2,018 2,000 0.26 17.67
GBCI Glacier Bancorp Inc. 252 2,292 2,292 0.34 13.14
GDVS Greater Delaware Valley (MHC) 67 533 533 0.16 37.89
GDW Golden West Financial 4,476 87,277 85,287 1.50 14.56
GFCO Glenway Financial Corp. 65 586 586 0.52 13.34
GFED Guaranty Federal SB (MHC) 67 506 481 0.15 33.54
GFSB GFS Bancorp Inc. NA 308 308 0.30 11.88
GOSB GSB Financial Corp. NA 125 124 NA NA
GPT GreenPoint Financial Corp. 1,911 35,129 36,721 0.90 17.53
GRTR Greater New York Savings Bank NA 4,746 4,699 0.20 28.91
GSB Golden State Bancorp Inc. NA 24,294 29,125 0.43 17.84
GSBC Great Southern Bancorp Inc. 425 3,030 2,934 0.36 12.24
GSFC Green Street Financial Corp. 31 728 728 0.17 27.39
GSLA GS Financial Corp. 33 519 527 NA NA
GTFN Great Financial Corporation 831 7,921 5,815 0.42 21.21
GTPS Great American Bancorp NA 193 192 0.11 40.34
GUPB GFSB Bancorp Inc. 16 171 170 0.21 22.32
GWBC Gateway Bancorp Inc. 9 155 155 0.14 32.03
HALL Hallmark Capital Corp. 76 737 684 0.47 11.70
HARB Harbor Florida Bancorp (MHC) 310 3,416 3,358 0.67 21.72
HARL Harleysville Savings Bank 52 909 909 0.53 12.15
HARS Harris Savings Bank (MHC) 501 5,065 3,698 0.33 33.62
HAVN Haven Bancorp Inc. 547 2,300 2,295 0.50 19.56
HBBI Home Building Bancorp 15 87 81 0.28 18.30
HBEI Home Bancorp of Elgin Inc. 115 719 719 0.11 40.91
HBFW Home Bancorp 81 738 738 0.31 18.15
HBNK Highland Federal Bank FSB 115 1,353 1,353 0.58 13.04
</TABLE>
59
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<TABLE>
<CAPTION>
Productivity Income
--------------- -----------------------------------------------------------
Full Time
Equivalent
Employees Net Income Core Income Core EPS Price/
Ticker Short Name Most Recent Qtr Most Recent Qtr Most Recent Qtr Most Recent Qtr Core EPS
- -------------------------------------- --------------- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
HBS Haywood Bancshares Inc. 34 416 416 0.33 14.39
HCBB HCB Bancshares Inc. NA 121 135 NA NA
HCFC Home City Financial Corp. 14 178 190 0.21 18.45
HEMT HF Bancorp Inc. NA (1,236) 696 0.12 31.51
HFFB Harrodsburg First Fin Bancorp 15 378 378 0.20 19.06
HFFC HF Financial Corp. 274 1,478 1,377 0.45 13.47
HFGI Harrington Financial Group 58 445 365 0.11 28.41
HFNC HFNC Financial Corp. 125 2,033 2,033 0.13 31.49
HFSA Hardin Bancorp Inc. 19 231 200 0.24 17.58
HHFC Harvest Home Financial Corp. NA 171 170 0.19 15.79
HIFS Hingham Instit. for Savings 63 663 663 0.51 12.13
HMCI HomeCorp Inc. 184 476 422 0.23 18.21
HMLK Hemlock Federal Financial Corp 52 467 467 NA NA
HMNF HMN Financial Inc. 116 1,332 1,216 0.31 19.86
HOMF Home Federal Bancorp 251 2,078 1,907 0.54 14.35
HPBC Home Port Bancorp Inc. 51 820 811 0.45 12.71
HRBF Harbor Federal Bancorp Inc. 48 404 404 0.25 19.75
HRZB Horizon Financial Corp. 120 1,991 2,031 0.28 13.84
HTHR Hawthorne Financial Corp. 193 3,424 3,424 0.55 7.90
HVFD Haverfield Corp. 99 912 887 0.46 15.18
HWEN Home Financial Bancorp 16 97 74 0.15 27.40
HZFS Horizon Financial Svcs Corp. 28 98 88 0.21 22.47
IBSF IBS Financial Corp. 135 1,616 1,616 0.15 28.75
IFSB Independence Federal Svgs Bank NA 645 37 0.03 116.67
INBI Industrial Bancorp 84 1,283 1,283 0.26 14.66
INCB Indiana Community Bank SB 48 135 135 0.15 26.25
IPSW Ipswich Savings Bank 58 546 456 0.37 8.95
ISBF ISB Financial Corporation NA 1,752 1,785 0.28 22.77
ITLA ITLA Capital Corp. 141 3,014 3,014 0.38 12.01
IWBK InterWest Bancorp Inc. 588 5,141 5,005 0.61 16.19
JOAC Joachim Bancorp Inc. 14 82 82 0.11 33.24
JSB JSB Financial Inc. NA 7,109 7,100 0.69 17.14
JSBA Jefferson Savings Bancorp NA 2,671 2,618 0.55 16.08
JXSB Jacksonville Savings Bk (MHC) 80 229 178 0.14 40.18
JXVL Jacksonville Bancorp Inc. NA 974 974 0.41 10.29
KFBI Klamath First Bancorp 111 2,050 2,050 0.22 22.59
KNK Kankakee Bancorp Inc. 114 759 755 0.50 15.06
KSAV KS Bancorp Inc. 29 359 359 0.38 12.17
KSBK KSB Bancorp Inc. NA 351 351 0.30 10.42
KYF Kentucky First Bancorp Inc. 22 261 261 0.20 15.94
LARK Landmark Bancshares Inc. 45 627 548 0.31 21.98
LARL Laurel Capital Group Inc. 50 746 730 0.48 12.24
LFBI Little Falls Bancorp Inc. NA 469 388 0.15 28.13
LFCO Life Financial Corp. 184 1,523 1,523 0.47 9.57
LFED Leeds Federal Savings Bk (MHC) 27 861 861 0.25 30.25
LIFB Life Bancorp Inc. 220 3,201 3,183 0.33 18.61
LISB Long Island Bancorp Inc. 1,492 12,426 10,266 0.44 25.14
LOGN Logansport Financial Corp. 13 303 297 0.24 15.89
LONF London Financial Corporation 9 81 81 0.17 22.06
LSBI LSB Financial Corp. 61 361 337 0.38 14.64
LSBX Lawrence Savings Bank 101 1,435 1,419 0.32 9.33
LVSB Lakeview Financial NA 1,339 1,353 0.55 16.02
LXMO Lexington B&L Financial Corp. NA 226 226 0.22 18.18
MAFB MAF Bancorp Inc. NA 10,210 10,150 0.64 12.40
MARN Marion Capital Holdings 31 746 746 0.40 14.69
MASB MASSBANK Corp. 188 2,449 2,522 0.92 14.27
MBB MSB Bancorp Inc. 241 1,085 1,139 0.30 19.74
MBBC Monterey Bay Bancorp Inc. 92 375 374 0.12 34.64
MBLF MBLA Financial Corp. 11 442 442 0.32 18.16
MBSP Mitchell Bancorp Inc. 6 133 133 0.15 28.54
MCBN Mid-Coast Bancorp Inc. 23 113 112 0.49 12.76
MCBS Mid Continent Bancshares Inc. 160 1,127 1,127 0.59 16.00
MDBK Medford Savings Bank 255 3,092 2,662 0.56 14.40
MECH Mechanics Savings Bank 233 7,124 7,179 1.38 4.37
</TABLE>
60
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<TABLE>
<CAPTION>
Productivity Income
--------------- -----------------------------------------------------------
Full Time
Equivalent
Employees Net Income Core Income Core EPS Price/
Ticker Short Name Most Recent Qtr Most Recent Qtr Most Recent Qtr Most Recent Qtr Core EPS
- -------------------------------------- --------------- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MERI Meritrust Federal SB 92 725 725 0.89 12.32
METF Metropolitan Financial Corp. 271 1,293 1,198 0.34 13.33
MFBC MFB Corp. 67 508 509 0.30 19.17
MFCX Marshalltown Financial Corp. 32 204 204 0.14 29.91
MFFC Milton Federal Financial Corp. 51 356 334 0.15 23.54
MFLR Mayflower Co-operative Bank 47 330 294 0.33 14.96
MFSL Maryland Federal Bancorp 259 2,348 2,309 0.71 16.02
MGNL Magna Bancorp Inc. 1,046 5,698 4,465 0.32 21.09
MIFC Mid-Iowa Financial Corp. 36 506 362 0.21 11.46
MIVI Mississippi View Holding Co. 21 208 205 0.26 15.26
MLBC ML Bancorp Inc. 425 3,754 2,614 0.23 22.42
MONT Montgomery Financial Corp. 28 147 147 NA NA
MRKF Market Financial Corp. NA 162 162 0.13 27.28
MSBF MSB Financial Inc. 18 279 265 0.23 14.67
MSBK Mutual Savings Bank FSB 242 130 1 -- NA
MWBI Midwest Bancshares Inc. 39 290 290 0.78 11.54
MWBX MetroWest Bank 170 1,940 1,900 0.14 11.94
MWFD Midwest Federal Financial 92 755 567 0.33 16.10
NASB North American Savings Bank 245 2,796 2,216 0.98 13.27
NBN Northeast Bancorp 121 451 402 0.26 16.29
NBSI North Bancshares Inc. 32 175 171 0.18 31.25
NEIB Northeast Indiana Bancorp 40 522 522 0.32 13.28
NHTB New Hampshire Thrift Bncshrs 122 699 618 0.30 16.35
NASB NewMil Bancorp Inc. 134 677 643 0.15 21.67
NSLB NS&L Bancorp Inc. NA 139 139 0.19 24.67
NSSB Norwich Financial Corp. 239 1,965 1,864 0.33 21.12
NSSY Norwalk Savings Society NA 1,150 1,045 0.44 20.74
NTMG Nutmeg Federal S&LA NA 155 132 0.10 27.50
NWEQ Northwest Equity Corp. 36 252 242 0.32 12.60
NWSB Northwest Savings Bank (MHC) 785 5,036 5,071 0.22 28.98
NYB New York Bancorp Inc. 493 13,164 13,088 0.58 13.42
OCFC Ocean Financial Corp. 229 3,606 3,416 0.41 20.88
OCN Ocwen Financial Corp. 823 18,792 5,225 0.19 57.40
OFCP Ottawa Financial Corp. 261 1,962 1,903 0.38 16.94
OHSL OHSL Financial Corp. 59 516 495 0.40 15.08
PALM Palfed Inc. NA 1,457 1,348 0.25 17.88
PAMM PacificAmerica Money Center NA 4,003 4,003 1.70 3.35
PBCI Pamrapo Bancorp Inc. 98 1,260 1,260 0.44 12.22
PBCT People's Bank (MHC) 2825 21,900 12,930 0.21 34.97
PBHC Oswego City Savings Bk (MHC) 75 642 530 0.28 17.41
PBKB People's Bancshares Inc. 220 1,276 698 0.19 22.04
PCBC Perry County Financial Corp. NA 230 233 0.30 17.71
PCCI Pacific Crest Capital 62 906 906 0.30 12.71
PDB Piedmont Bancorp Inc. 30 342 344 0.13 20.43
PEEK Peekskill Financial Corp. 25 513 513 0.17 24.08
PERM Permanent Bancorp Inc. 124 638 622 0.31 19.15
PERT Perpetual Bank (MHC) 113 661 662 0.44 30.11
PETE Primary Bank 182 (140) 366 0.18 37.33
PFDC Peoples Bancorp 78 1,093 1,093 0.48 13.28
PFED Park Bancorp Inc. NA 460 391 0.17 25.00
PFFB PFF Bancorp Inc. 498 3,683 3,675 0.21 23.51
PFFC Peoples Financial Corp. 19 202 197 0.14 30.13
PFNC Progress Financial Corp. 178 867 851 0.22 16.34
PFSB PennFed Financial Services Inc 190 2,631 2,631 0.55 13.64
PFSL Pocahontas FS&LA (MHC) 63 622 622 0.38 18.75
PHBK Peoples Heritage Finl Group 2,400 17,788 17,788 0.64 15.43
PHFC Pittsburgh Home Financial Corp 58 547 448 0.25 18.94
PHSB Peoples Home Savings Bk (MHC) NA 350 298 NA NA
PKPS Poughkeepsie Financial Corp. 277 1,202 1,248 0.09 21.88
PLSK Pulaski Savings Bank (MHC) 40 324 324 NA NA
PMFI Perpetual Midwest Financial 103 505 448 0.23 22.69
PRBC Prestige Bancorp Inc. 33 224 224 0.27 15.74
PROV Provident Financial Holdings NA 1,133 633 0.13 38.34
PSBK Progressive Bank Inc. 279 2,212 2,151 0.56 14.62
</TABLE>
61
<PAGE>
<TABLE>
<CAPTION>
Productivity Income
--------------- -----------------------------------------------------------
Full Time
Equivalent
Employees Net Income Core Income Core EPS Price/
Ticker Short Name Most Recent Qtr Most Recent Qtr Most Recent Qtr Most Recent Qtr Core EPS
- -------------------------------------- --------------- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PSFC Peoples-Sidney Financial Corp. 18 210 210 NA NA
PSFI PS Financial Inc. 15 418 424 0.21 18.45
PTRS Potters Financial Corp. 46 301 315 0.65 9.52
PULB Pulaski Bank, Svgs Bank (MHC) NA 534 460 0.22 29.97
PULS Pulse Bancorp 53 1,478 1,413 0.45 11.94
PVFC PVF Capital Corp. 124 1,222 1,095 0.40 12.81
PVSA Parkvale Financial Corporation 235 2,609 2,609 0.62 12.20
PWBC PennFirst Bancorp Inc. 131 1,454 1,460 0.27 14.47
PWBK Pennwood Bancorp Inc. 11 97 139 0.24 17.45
QCBC Quaker City Bancorp Inc. 142 1,489 1,380 0.30 17.29
QCFB QCF Bancorp Inc. NA 574 574 0.45 13.89
QCSB Queens County Bancorp Inc. 283 5,341 5,341 0.54 25.06
RARB Raritan Bancorp Inc. 87 982 928 0.37 16.22
RCSB RCSB Financial Inc. NA 8,236 8,236 0.55 23.41
REDF RedFed Bancorp Inc. 282 2,407 2,397 0.33 13.16
RELI Reliance Bancshares Inc. NA 28 14 0.01 212.50
RELY Reliance Bancorp Inc. 389 4,338 4,338 0.48 16.67
RIVR River Valley Bancorp 55 324 312 0.29 14.22
ROSE TR Financial Corp. 442 8,414 7,737 0.44 15.34
RSLN Roslyn Bancorp Inc. 385 10,467 10,130 0.25 22.75
RVSB Riverview Savings Bank (MHC) 85 745 730 0.30 23.13
SBFL SB of the Finger Lakes (MHC) 68 214 168 0.09 69.44
SBOS Boston Bancorp (The) NA 14,315 5,073 0.95 NA
SCBS Southern Community Bancshares NA 211 211 0.21 18.90
SCCB S. Carolina Community Bancshrs 9 121 121 0.18 32.64
SECP Security Capital Corp. 959 14,555 15,000 1.60 16.52
SFED SFS Bancorp Inc. 64 268 268 0.23 21.47
SFFC StateFed Financial Corporation NA 332 332 0.43 12.79
SFIN Statewide Financial Corp. NA 1,391 1,391 0.33 14.92
SFNB Security First Network Bank 16 (6,533) (6,533) (0.77) NA
SFSB SuburbFed Financial Corp. 153 700 578 0.43 15.99
SFSL Security First Corp. 157 2,189 2,189 0.26 17.07
SGVB SGV Bancorp Inc. 87 494 274 0.12 31.77
SHEN First Shenango Bancorp Inc. 110 1,207 1,202 0.58 12.02
SISB SIS Bancorp Inc. 483 2,990 2,927 0.52 14.90
SKAN Skaneateles Bancorp Inc. 103 447 437 0.46 12.64
SKBO First Carnegie Deposit (MHC) NA 239 242 NA NA
SMBC Southern Missouri Bancorp Inc. 43 415 392 0.25 17.13
SMFC Sho-Me Financial Corp. 78 1,099 1,007 0.68 14.34
SOBI Sobieski Bancorp Inc. 22 114 114 0.14 29.02
SOPN First Savings Bancorp Inc. 40 1,272 1,272 0.32 15.82
SOSA Somerset Savings Bank 150 1,708 1,698 0.10 9.77
SPBC St. Paul Bancorp Inc 1,101 12,397 12,355 0.36 16.75
SRN Southern Banc Company Inc. NA 130 130 0.12 33.85
SSB Scotland Bancorp Inc 14 260 255 0.15 32.08
SSFC South Street Financial Corp. 38 744 744 0.18 25.69
SSM Stone Street Bancorp Inc. 18 258 258 0.14 38.28
STFR St. Francis Capital Corp. 336 3,686 3,052 0.57 16.34
STND Standard Financial Inc. 434 4,812 4,647 0.29 22.09
STSA Sterling Financial Corp. 488 2,288 1,971 0.25 20.25
SVRN Sovereign Bancorp Inc. 1,585 21,506 20,536 0.26 14.99
SWBI Southwest Bancshares 95 1,011 960 0.35 14.46
SWCB Sandwich Co-operative Bank 153 1,147 1,129 0.57 15.79
SZB SouthFirst Bancshares Inc. 45 124 125 0.15 26.67
TBK Tolland Bank 88 481 477 0.30 14.90
THR Three Rivers Financial Corp. NA 180 174 0.22 18.32
THRD TF Financial Corporation 157 1,265 1,164 0.29 17.67
TPNZ Tappan Zee Financial Inc. 14 265 258 0.18 24.13
TRIC Tri-County Bancorp Inc. 19 243 238 0.39 15.06
TSBS Peoples Bancorp Inc. (MHC) 141 2,276 1,683 0.18 41.67
TSH Teche Holding Co. 153 911 909 0.28 16.41
TWIN Twin City Bancorp 53 261 242 0.30 16.88
UBMT United Financial Corp. NA 376 376 0.31 19.35
UFRM United Federal Savings Bank 144 428 113 0.04 71.88
</TABLE>
62
<PAGE>
<TABLE>
<CAPTION>
Productivity Income
--------------- -----------------------------------------------------------
Full Time
Equivalent
Employees Net Income Core Income Core EPS Price/
Ticker Short Name Most Recent Qtr Most Recent Qtr Most Recent Qtr Most Recent Qtr Core EPS
- -------------------------------------- --------------- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
USAB USABancshares, Inc. NA 107 88 0.12 17.19
VABF Virginia Beach Fed. Financial 217 987 816 0.17 20.59
VFFC Virginia First Financial Corp. 398 2,214 1,094 0.19 31.50
WAMU Washington Mutual Inc. 9077 118,765 115,016 0.93 17.19
WAYN Wayne Savings & Loan Co. (MHC) 93 504 467 0.20 28.13
WBST Webster Financial Corp. 1137 12,038 11,764 0.96 14.58
WCBI Westco Bancorp 57 1,153 1,108 0.41 16.16
WCFB Webster City Federal SB (MHC) 21 341 341 0.16 27.73
WEFC Wells Financial Corp. NA 539 534 0.28 14.73
WEHO Westwood Homestead Fin. Corp. 19 325 325 0.12 32.29
WES Westcorp 2743 9,885 1,968 0.08 68.17
WFI Winton Financial Corp. 78 796 668 0.34 11.95
WFSG Wilshire Financial Services NA 5,112 (2,178) (0.28) NA
WFSL Washington Federal Inc. 660 27,015 26,794 0.56 12.39
WHGB WHG Bancshares Corp. NA 231 231 0.17 23.16
WOFC Western Ohio Financial Corp. 103 452 441 0.20 30.31
WRNB Warren Bancorp Inc. 140 1,624 1,643 0.41 11.13
WSB Washington Savings Bank, FSB NA 470 464 0.10 18.13
WSFS WSFS Financial Corporation 289 4,169 4,168 0.33 11.60
WSTR WesterFed Financial Corp. 369 2,139 1,958 0.35 16.07
WVFC WVS Financial Corp. 58 883 880 0.50 13.94
WWFC Westwood Financial Corporation 13 237 237 0.37 14.36
WYNE Wayne Bancorp Inc. 60 525 525 0.27 22.92
YFCB Yonkers Financial Corporation 59 793 805 0.27 18.40
YFED York Financial Corp. 396 2,760 2,440 0.34 17.74
--------------- -----------------------------------------------------------
Average 307 3,228 2,908 0.34 20.52
</TABLE>
63
<PAGE>
<TABLE>
<CAPTION>
Productivity Income
--------------- -----------------------------------------------------------
Full Time
Equivalent
Employees Net Income Core Income Core EPS Price/
Ticker Short Name Most Recent Qtr Most Recent Qtr Most Recent Qtr Most Recent Qtr Core EPS
- -------------------------------------- --------------- -----------------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. NA 50 45 0.18 32.29
ATSB AmTrust Capital Corp. NA 76 55 0.11 28.98
CLAS Classic Bancshares Inc. NA 237 237 0.20 17.66
FFDF FFD Financial Corp. 16 192 220 0.16 23.05
HFFB Harrodsburg First Fin Bancorp 15 378 378 0.20 19.06
HZFS Horizon Financial Svcs Corp. 28 98 88 0.21 22.47
LXMO Lexington B&L Financial Corp. NA 226 226 0.22 18.18
NBSI North Bancshares Inc. 32 175 171 0.18 31.25
PRBC Prestige Bancorp Inc. 33 224 224 0.27 15.74
SOBI Sobieski Bancorp Inc. 22 114 114 0.14 29.02
SZB SouthFirst Bancshares Inc. 45 124 125 0.15 26.67
--------------- -----------------------------------------------------------
Average 27.29 172 171 0.18 24.03
Maximum 45.00 378 378 0.27 32.29
Minimum 0.00 50 45 0.11 15.74
</TABLE>
64
<PAGE>
Exhibit 6
Market Multiples
Pricing Data as of September 8, 1997
<TABLE>
<CAPTION>
--------------------------------------------------
Current Price in Relation to
Current Current -------------------------------------------------- Current LTM
Stock Market Tangible Dividend Dividend
Price Value Earnings LTM EPS Book Value Book Value Assets Yield Payout Ratio
Ticker Short Name ($) ($M) (x) (x) (%) (%) (%) (%) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAL California Federal Bank, a FSB NA NA NA NA NA NA NA NA NA
CCMD Chevy Chase Bank, FSB NA NA NA NA NA NA NA NA NA
AABC Access Anytime Bancorp, Inc. 6.500 7.75 14.77 NA 99.54 99.540 7.41 0.000 0.00
AADV Advantage Bancorp Inc. 45.000 145.52 13.89 36.89 154.96 165.750 14.27 0.889 29.51
ABBK Abington Bancorp Inc. 33.000 60.73 15.00 16.42 176.19 195.610 12.19 1.212 19.90
ABCL Alliance Bancorp Inc. 33.750 180.39 18.34 31.84 144.23 146.040 12.85 1.956 24.76
ABCW Anchor BanCorp Wisconsin 27.500 248.84 7.09 11.27 103.81 105.810 6.46 1.164 18.55
AFBC Advance Financial Bancorp 15.750 17.08 NA NA 106.78 106.780 16.49 2.032 NA
AFCB Affiliated Community Bancorp 26.625 172.25 15.13 17.75 158.96 159.910 15.79 1.803 30.40
AFED AFSALA Bancorp Inc. 16.250 23.64 17.66 NA 102.07 102.070 14.85 0.985 NA
AFFFZ America First Financial Fund 40.250 241.93 10.94 8.64 138.94 140.690 11.04 3.975 34.33
AHCI Ambanc Holding Co. 15.625 65.24 27.90 NA 109.34 109.340 14.15 1.280 0.00
AHM Ahmanson & Company (H.F.) 54.688 5,323.10 13.54 30.90 268.74 315.390 11.20 1.609 49.72
ALBC Albion Banc Corp. 23.250 5.81 29.06 86.11 97.04 97.040 8.47 1.376 114.81
ALBK ALBANK Financial Corp. 39.750 510.15 14.61 18.84 153.77 175.960 14.15 1.811 27.01
AMFC AMB Financial Corp. 14.500 13.98 13.43 21.64 99.18 99.180 14.84 1.655 35.82
ANA Acadiana Bancshares Inc. 21.813 59.42 20.97 NA 128.46 128.460 22.31 1.650 NA
ANBK American National Bancorp 19.625 70.91 17.52 51.64 150.04 150.040 14.03 0.611 23.68
ANDB Andover Bancorp Inc. 31.000 159.60 12.50 12.02 158.32 158.320 12.76 2.194 23.06
ASBI Ameriana Bancorp 21.750 70.26 20.14 29.39 161.23 161.350 17.66 2.943 79.73
ASBP ASB Financial Corp. 13.125 22.59 17.27 31.25 129.31 129.310 20.12 3.048 NA
ASFC Astoria Financial Corp. 49.188 1,024.54 17.08 25.75 172.05 204.860 13.46 1.220 25.13
ATSB AmTrust Capital Corp. 12.750 6.71 21.25 28.98 92.93 93.960 9.45 1.569 11.36
AVND Avondale Financial Corp. 14.625 51.11 5.63 NA 92.27 92.270 8.42 0.000 0.00
BANC BankAtlantic Bancorp Inc. 12.500 283.13 13.02 15.82 183.02 222.820 10.29 1.056 973.67
BDJI First Federal Bancorporation 21.375 14.59 16.19 36.85 121.38 121.380 13.19 0.000 0.00
BFD BostonFed Bancorp Inc. 19.000 107.35 15.83 25.00 123.62 127.860 11.58 1.474 28.95
BFFC Big Foot Financial Corp. 17.750 44.60 27.73 NA 123.69 123.690 21.01 0.000 NA
BFSB Bedford Bancshares Inc. 24.000 27.42 15.79 19.83 135.21 135.210 20.24 2.333 41.32
BKC American Bank of Connecticut 37.000 85.31 11.42 12.05 169.96 177.030 14.08 3.892 50.16
BKCT Bancorp Connecticut Inc. 32.500 82.35 14.77 16.50 187.54 187.540 19.22 3.077 41.37
BKUNA BankUnited Financial Corp. 12.375 109.76 22.10 45.83 163.04 201.220 6.07 0.000 0.00
BNKU Bank United Corp. 40.875 1,291.47 18.92 NA 221.66 227.210 11.29 1.370 NA
BPLS Bank Plus Corp. 11.438 220.85 15.89 NA 123.39 123.650 6.25 0.000 0.00
BSBC Branford Savings Bank 5.063 33.21 15.82 16.33 191.78 191.780 17.80 1.580 19.35
BTHL Bethel Bancorp 12.500 15.15 16.45 13.02 91.17 108.600 6.89 2.560 20.83
BVCC Bay View Capital Corp. 26.500 343.95 19.49 28.19 175.26 208.830 11.11 1.208 33.51
BWFC Bank West Financial Corp. 18.250 32.00 21.73 35.10 141.69 141.690 20.56 1.753 53.85
BYFC Broadway Financial Corp. 11.000 9.19 17.19 NA 75.09 75.090 7.52 1.818 NA
CAFI Camco Financial Corp. 17.750 57.05 9.86 16.75 121.74 131.970 11.65 2.790 44.02
CAPS Capital Savings Bancorp Inc. 15.750 29.80 12.70 19.44 139.63 139.630 12.29 1.524 27.78
CASB Cascade Financial Corp. 13.000 33.42 16.25 30.95 148.06 148.060 9.08 0.000 0.00
CASH First Midwest Financial Inc. 18.750 51.26 14.20 19.53 120.04 135.480 13.68 1.920 35.76
CATB Catskill Financial Corp. 16.250 79.60 19.35 19.82 107.76 107.760 26.98 1.723 17.07
CBCI Calumet Bancorp Inc. 42.500 89.71 11.81 17.93 116.53 116.530 18.07 0.000 0.00
CBES CBES Bancorp Inc. 17.750 18.19 16.44 NA 103.92 103.920 19.11 2.254 NA
CBK Citizens First Financial Corp. 18.125 43.02 28.32 64.73 112.30 112.300 17.31 0.000 0.00
CBSA Coastal Bancorp Inc. 30.000 149.15 13.64 21.28 152.83 183.820 5.03 1.600 29.79
CBSB Charter Financial Inc. 20.250 84.03 11.25 19.47 147.70 166.940 21.37 1.580 26.92
CCFH CCF Holding Company 17.000 13.94 212.50 NA 118.38 118.380 13.83 3.235 NA
CEBK Central Co-operative Bank 20.750 40.77 16.73 14.21 119.25 133.270 11.84 1.542 16.44
CENB Century Bancorp Inc. 79.500 32.38 16.99 NA 108.24 108.240 32.40 2.516 NA
CENF CENFED Financial Corp. 35.938 205.87 14.04 18.72 172.36 172.700 8.97 1.002 17.04
CFB Commercial Federal Corp. 46.000 991.43 14.74 22.89 232.68 262.410 13.97 0.609 13.77
CFBC Community First Banking Co. 34.375 76.33 NA NA NA NA NA 0.000 NA
CFCP Coastal Financial Corp. 24.250 112.54 19.56 26.65 362.48 362.480 22.38 1.485 37.09
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------
Current Price in Relation to
Current Current -------------------------------------------------- Current LTM
Stock Market Tangible Dividend Dividend
Price Value Earnings LTM EPS Book Value Book Value Assets Yield Payout Ratio
Ticker Short Name ($) ($M) (x) (x) (%) (%) (%) (%) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CFFC Community Financial Corp. 21.750 27.74 13.94 16.48 115.32 115.320 15.81 2.575 40.91
CFNC Carolina Fincorp Inc. 17.625 32.63 23.19 NA 128.28 128.280 29.26 1.362 NA
CFSB CFSB Bancorp Inc. 26.500 135.06 12.74 20.54 209.49 209.490 15.97 2.264 39.12
CFTP Community Federal Bancorp 17.250 79.85 28.75 27.38 123.57 123.570 38.20 1.739 444.44
CFX CFX Corp. 20.750 272.73 14.02 18.36 197.24 210.870 14.67 4.241 75.27
CIBI Community Investors Bancorp 15.500 14.41 14.90 23.48 129.60 129.600 15.61 2.065 40.42
CKFB CKF Bancorp Inc. 19.000 18.05 8.48 15.57 111.96 111.960 28.91 2.632 118.03
CLAS Classic Bancshares Inc. 14.125 18.43 17.66 25.68 94.99 112.370 14.12 1.982 36.36
CMRN Cameron Financial Corp 17.875 46.95 17.88 22.63 104.05 104.050 22.56 1.566 35.44
CMSB Commonwealth Bancorp Inc. 17.313 295.98 18.82 24.05 134.31 171.760 12.93 1.617 36.11
CMSV Community Savings FA (MHC) 32.750 166.70 30.32 44.86 205.33 205.330 23.82 2.748 116.44
CNIT CENIT Bancorp Inc. 49.250 81.41 13.68 22.29 158.26 172.320 11.45 2.030 42.99
CNSB CNS Bancorp Inc. 17.500 28.93 31.25 64.81 117.92 117.920 29.42 1.371 55.56
CNY Carver Bancorp Inc. 11.938 27.63 21.32 NA 79.96 83.370 6.68 1.675 NA
COFI Charter One Financial 56.563 2,612.42 14.73 19.50 267.44 285.670 17.94 1.768 32.07
CONE Conestoga Bancorp, Inc. NA NA NA NA NA NA NA NA 28.17
COOP Cooperative Bankshares Inc. 28.000 41.77 20.59 NA 155.30 155.300 11.85 0.000 0.00
CRZY Crazy Woman Creek Bancorp 14.500 13.85 19.08 25.44 98.77 98.770 25.51 2.759 70.18
CSA Coast Savings Financial 49.625 923.81 19.09 54.53 206.26 208.950 10.15 0.000 0.00
CSBF CSB Financial Group Inc. 11.875 11.18 49.48 69.85 91.42 96.780 22.90 0.000 0.00
CTZN CitFed Bancorp Inc. 46.500 401.69 15.50 24.73 203.68 226.17 12.97 0.774 15.60
CVAL Chester Valley Bancorp Inc. 21.000 45.40 14.58 22.58 159.70 159.700 13.36 1.996 39.76
DCBI Delphos Citizens Bancorp Inc. 17.000 34.66 17.71 NA 113.86 113.860 32.34 0.000 NA
DIBK Dime Financial Corp. 29.500 152.00 9.58 10.69 218.20 225.540 17.38 1.356 12.68
DIME Dime Community Bancorp Inc. 19.313 252.86 22.99 20.55 132.46 153.770 19.23 0.932 4.79
DME Dime Bancorp Inc. 20.125 2,087.34 19.35 19.73 197.11 206.620 10.39 0.795 3.92
DNFC D & N Financial Corp. 21.000 172.03 12.50 19.81 193.73 195.900 10.69 0.952 0.00
DSL Downey Financial Corp. 23.000 614.87 18.55 27.38 150.72 152.820 10.45 1.391 36.74
EBSI Eagle Bancshares 16.750 94.80 15.51 26.59 134.54 134.540 11.17 3.582 95.24
EFBC Empire Federal Bancorp Inc. 15.750 40.83 23.16 NA 100.64 100.640 37.61 1.905 NA
EFBI Enterprise Federal Bancorp 19.500 39.02 17.41 21.20 123.50 123.570 14.76 5.128 163.04
EGFC Eagle Financial Corp. 36.000 226.54 NA 73.47 163.49 209.420 11.23 2.778 187.76
EGLB Eagle BancGroup Inc. 16.625 20.58 29.69 NA 99.61 99.610 11.81 0.000 NA
EIRE Emerald Isle Bancorp Inc. 25.250 56.76 15.03 16.72 188.57 188.570 13.34 1.109 17.62
EMLD Emerald Financial Corp. 13.875 70.27 11.56 17.13 153.65 156.070 11.64 1.730 29.63
EQSB Equitable Federal Savings Bank 37.500 22.58 11.30 18.20 145.35 145.350 7.33 0.000 0.00
ESBK Elmira Savings Bank (The) 24.250 17.13 16.84 21.27 117.04 122.040 7.52 2.639 56.14
ESX Essex Bancorp Inc. 1.938 2.05 NA NA 395.51 625.160 1.08 0.000 0.00
ETFS East Texas Financial Services 19.125 19.61 23.91 49.04 95.77 95.770 17.4 1.046 51.28
FAB FirstFed America Bancorp Inc. 20.250 176.32 25.31 NA 131.92 131.920 17.27 0.000 NA
FBBC First Bell Bancorp Inc. 15.938 103.77 12.85 15.78 147.85 147.850 14.53 2.510 336.63
FBCI Fidelity Bancorp Inc. 22.375 62.47 15.12 23.31 122.80 123.070 12.75 1.430 29.17
FBCV 1ST Bancorp 35.000 24.43 11.51 29.91 109.38 111.640 9.03 1.143 33.37
FBER 1st Bergen Bancorp 18.500 55.51 22.02 44.05 137.34 137.340 19.49 1.081 28.57
FBHC Fort Bend Holding Corp. 34.875 28.85 17.79 48.44 150.13 161.160 9.05 1.147 38.89
FBNW FirstBank Corp. 17.375 34.47 NA NA NA NA NA 0.000 NA
FBSI First Bancshares Inc. 24.250 26.57 16.39 19.56 119.63 119.810 16.20 0.825 16.13
FCB Falmouth Co-Operative Bank 17.250 25.09 35.94 33.17 112.01 112.010 26.74 1.159 28.85
FCBF FCB Financial Corp. 26.750 108.96 33.44 29.72 142.29 142.290 20.71 2.991 80.00
FCME First Coastal Corp. 10.750 14.61 10.75 2.38 103.86 103.860 9.59 0.000 0.00
FDEF First Defiance Financial 14.750 137.78 23.05 34.30 117.06 117.060 24.95 2.169 72.09
FED FirstFed Financial Corp. 34.875 369.00 17.44 31.42 182.21 184.230 8.80 0.000 0.00
FESX First Essex Bancorp Inc. 18.000 135.07 13.64 12.41 155.57 179.100 10.85 2.667 33.10
FFBA First Colorado Bancorp Inc. 18.813 311.61 16.80 23.23 159.57 161.760 20.63 2.339 46.91
FFBH First Federal Bancshares of AR 21.188 103.74 18.27 24.35 129.51 129.510 19.38 1.133 11.49
FFBI First Financial Bancorp Inc. 19.000 7.89 NA NA 107.83 107.830 9.33 0.000 0.00
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------
Current Price in Relation to
Current Current -------------------------------------------------- Current LTM
Stock Market Tangible Dividend Dividend
Price Value Earnings LTM EPS Book Value Book Value Assets Yield Payout Ratio
Ticker Short Name ($) ($M) (x) (x) (%) (%) (%) (%) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFBS FFBS BanCorp Inc. 23.000 35.82 23.00 23.71 135.53 135.530 27.39 2.174 51.55
FFBZ First Federal Bancorp Inc. 18.500 29.08 13.21 23.13 209.99 210.230 14.45 1.297 29.38
FFCH First Financial Holdings Inc. 34.375 218.51 15.08 23.87 214.44 214.440 13.11 2.095 48.61
FFDB FirstFed Bancorp Inc. 17.750 20.43 13.05 20.64 122.58 134.470 11.54 2.817 61.05
FFDF FFD Financial Corp. 14.750 21.46 26.34 NA 101.65 101.650 25.16 2.034 NA
FFED Fidelity Federal Bancorp 9.375 23.32 11.72 62.50 181.33 181.330 9.33 4.267 466.67
FFES First Federal of East Hartford 34.281 91.74 16.80 23.01 145.07 145.070 9.33 1.750 40.27
FFFC FFVA Financial Corp. 30.000 135.62 17.86 23.81 172.31 176.060 24.27 1.600 34.92
FFFD North Central Bancshares Inc. 16.625 54.16 13.85 17.14 112.26 112.260 25.44 1.504 25.77
FFFG F.F.O. Financial Group Inc. 6.250 52.79 19.53 23.15 243.19 243.190 16.34 0.000 0.00
FFFL Fidelity Bankshares Inc. (MHC) 28.250 191.28 32.10 56.50 228.56 230.240 19.14 3.186 160.00
FFHC First Financial Corp. 32.750 1,185.86 15.16 22.43 280.63 288.040 19.99 1.832 39.04
FFHH FSF Financial Corp. 17.750 53.83 15.30 21.91 110.66 110.660 14.23 2.817 61.73
FFHS First Franklin Corporation 19.750 23.54 13.72 56.43 115.03 115.770 10.37 1.620 91.43
FFIC Flushing Financial Corp. 21.938 175.04 18.91 22.85 131.52 131.520 20.35 1.094 18.75
FFKY First Federal Financial Corp. 21.750 90.70 14.31 19.08 175.40 186.380 24.03 2.575 43.86
FFLC FFLC Bancorp Inc. 31.750 73.58 20.35 31.13 140.99 140.990 19.01 1.512 43.14
FFOH Fidelity Financial of Ohio 16.000 89.27 17.39 30.77 131.47 148.980 17.01 1.750 46.15
FFPB First Palm Beach Bancorp Inc. 35.000 176.08 19.02 NA 160.85 164.860 10.57 1.714 NA
FFSL First Independence Corp. 13.750 13.64 19.10 30.56 118.53 118.530 12.36 1.818 50.00
FFSX First Fed SB of Siouxland(MHC) 28.000 79.19 23.33 40.58 203.78 205.580 16.90 1.714 67.99
FFWC FFW Corp. 29.500 20.98 13.41 15.53 122.36 135.760 11.65 2.441 33.16
FFWD Wood Bancorp Inc. 15.750 33.37 14.58 21.28 165.44 165.440 20.36 2.540 31.54
FFYF FFY Financial Corp. 27.000 111.11 13.50 22.69 136.16 136.160 18.67 2.593 56.72
FGHC First Georgia Holding Inc. 7.750 23.66 16.15 25.83 184.09 200.780 15.13 0.688 17.77
FIBC Financial Bancorp Inc. 23.000 39.61 14.38 25.27 149.84 150.620 14.02 1.739 38.46
FISB First Indiana Corporation 23.000 242.91 15.54 20.00 167.03 169.120 15.97 2.087 40.35
FKFS First Keystone Financial 28.500 34.99 11.88 19.79 149.29 149.290 10.91 0.702 10.42
FKKY Frankfort First Bancorp Inc. 11.000 36.08 NA NA 158.50 158.500 27.24 3.273 NA
FLAG FLAG Financial Corp. 15.250 31.06 15.25 NA 146.07 146.070 14.00 2.230 NA
FLFC First Liberty Financial Corp. 22.250 171.88 12.36 16.98 180.89 200.630 13.33 1.798 29.52
FLGS Flagstar Bancorp Inc. 19.500 266.57 NA NA 231.04 NA 16.70 0.000 NA
FLKY First Lancaster Bancshares 15.688 15.04 24.51 NA 108.64 108.640 37.18 3.187 NA
FMBD First Mutual Bancorp Inc. 15.500 54.35 29.81 129.17 92.65 122.340 13.01 2.065 266.67
FMCO FMS Financial Corporation 27.250 65.06 11.35 17.93 178.81 182.030 11.72 1.028 13.16
FMSB First Mutual Savings Bank 21.000 56.74 13.13 14.09 192.48 192.480 13.13 0.952 12.52
FNGB First Northern Capital Corp. 13.750 121.47 21.48 20.22 168.92 168.920 19.05 2.327 79.41
FOBC Fed One Bancorp 20.000 47.48 14.71 21.05 115.94 121.580 13.30 2.900 61.05
FPRY First Financial Bancorp NA NA NA NA NA NA NA NA 39.66
FRC First Republic Bancorp 24.375 236.27 14.86 16.04 147.19 147.280 10.56 0.000 0.00
FSBI Fidelity Bancorp Inc. 22.000 34.10 13.41 20.75 138.98 138.980 9.39 1.636 29.92
FSFC First Southeast Financial Corp 15.500 68.02 18.45 NA 198.72 198.720 20.32 1.548 NA
FSLA First Savings Bank (MHC) 32.500 236.07 24.62 41.67 242.72 272.190 22.86 1.477 51.51
FSNJ Bayonne Bancshares Inc. 12.500 112.42 NA NA NA NA NA 1.363 NA
FSPG First Home Bancorp Inc. 20.125 54.51 12.27 12.42 156.61 159.220 10.43 1.988 24.07
FSPT FirstSpartan Financial Corp. 35.375 156.72 NA NA NA NA NA 0.000 NA
FSSB First FS&LA of San Bernardino 9.625 3.16 NA NA 70.36 73.030 3.05 0.000 0.00
FSTC First Citizens Corp. 32.000 58.85 4.88 11.35 177.88 228.730 17.31 1.375 15.60
FTF Texarkana First Financial Corp 24.625 44.09 13.10 17.97 163.84 163.840 25.73 2.274 253.83
FTFC First Federal Capital Corp. 23.750 217.51 14.14 20.30 214.35 227.930 13.81 2.021 37.62
FTNB Fulton Bancorp Inc. 21.500 36.96 38.39 NA 148.58 148.580 37.17 0.930 NA
FTSB Fort Thomas Financial Corp. 11.750 16.66 12.77 36.72 112.98 112.980 18.12 2.128 NA
FWWB First SB of Washington Bancorp 24.625 258.34 18.66 23.68 157.05 170.060 24.11 1.137 23.08
GAF GA Financial Inc. 18.375 146.72 17.67 22.97 128.95 130.320 19.57 2.612 38.75
GBCI Glacier Bancorp Inc. 17.875 121.76 13.14 16.25 220.14 225.980 21.45 2.685 40.01
GDVS Greater Delaware Valley (MHC) 24.250 79.36 37.89 105.43 280.67 280.670 32.47 1.485 156.52
</TABLE>
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<CAPTION>
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Current Price in Relation to
Current Current -------------------------------------------------- Current LTM
Stock Market Tangible Dividend Dividend
Price Value Earnings LTM EPS Book Value Book Value Assets Yield Payout Ratio
Ticker Short Name ($) ($M) (x) (x) (%) (%) (%) (%) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GDW Golden West Financial 87.375 4,957.53 14.18 13.18 199.03 199.030 12.68 0.504 6.41
GFCO Glenway Financial Corp. 27.750 31.63 13.34 26.18 116.16 117.730 11.02 2.883 63.39
GFED Guaranty Federal SB (MHC) 20.125 62.89 31.45 54.39 228.69 228.690 31.51 2.186 102.70
GFSB GFS Bancorp Inc. 14.250 14.08 11.88 16.76 133.68 133.680 15.30 1.825 25.29
GOSB GSB Financial Corp. 14.500 32.60 NA NA NA NA NA 0.000 NA
GPT GreenPoint Financial Corp. 63.125 2,734.13 18.35 18.57 184.20 327.580 21.38 1.584 26.47
GRTR Greater New York Savings Bank 23.125 317.21 28.91 27.53 196.98 196.980 12.30 0.865 17.86
GSB Golden State Bancorp Inc. 30.688 1,545.10 21.92 49.50 196.34 220.940 9.53 0.000 0.00
GSBC Great Southern Bancorp Inc. 17.625 142.85 11.91 16.02 236.58 236.580 20.18 2.270 35.23
GSFC Green Street Financial Corp. 18.625 80.05 27.39 31.57 126.44 126.440 45.85 2.362 94.92
GSLA GS Financial Corp. 16.000 55.02 NA NA 97.80 97.800 44.64 1.750 NA
GTFN Great Financial Corporation 35.625 491.78 15.63 22.84 174.63 182.320 16.13 1.684 32.69
GTPS Great American Bancorp 17.750 31.24 40.34 93.42 96.68 96.680 22.81 2.254 210.53
GUPB GFSB Bancorp Inc. 18.750 15.08 22.32 27.99 111.08 111.080 18.11 2.133 111.94
GWBC Gateway Bancorp Inc. 17.938 19.30 32.03 35.17 111.76 111.760 30.23 2.230 78.43
HALL Hallmark Capital Corp. 22.000 31.74 10.78 16.54 107.00 107.000 7.75 0.000 0.00
HARB Harbor Florida Bancorp (MHC) 58.219 289.36 21.40 28.54 308.85 319.360 25.91 2.405 63.73
HARL Harleysville Savings Bank 25.750 42.55 12.15 18.13 193.46 193.460 12.64 1.553 25.92
HARS Harris Savings Bank (MHC) 44.375 498.01 24.65 55.47 304.15 347.770 24.36 1.307 72.5
HAVN Haven Bancorp Inc. 39.125 171.50 19.56 19.37 161.67 162.280 9.61 1.534 29.70
HBBI Home Building Bancorp 20.500 6.39 17.08 60.29 101.69 101.690 14.18 1.463 88.24
HBEI Home Bancorp of Elgin Inc. 18.000 123.40 40.91 NA 131.10 131.100 35.00 2.222 NA
HBFW Home Bancorp 22.500 56.81 18.15 29.61 127.70 127.700 16.96 0.889 26.32
HBNK Highland Federal Bank FSB 30.250 69.58 13.04 32.18 184.56 184.560 13.80 0.000 0.00
HBS Haywood Bancshares Inc. 19.000 23.76 14.39 21.35 113.37 117.570 15.79 2.947 61.80
HCBB HCB Bancshares Inc. 13.750 36.37 NA NA NA NA NA 0.000 NA
HCFC Home City Financial Corp. 15.500 14.76 19.38 NA 96.57 96.570 21.63 2.065 NA
HEMT HF Bancorp Inc. 15.125 95.01 NA NA 117.25 NA 9.65 0.000 0.00
HFFB Harrodsburg First Fin Bancorp 15.250 30.88 19.06 25.85 97.26 97.260 28.34 2.623 93.22
HFFC HF Financial Corp. 24.250 72.25 12.63 20.38 136.39 136.390 12.86 1.732 30.25
HFGI Harrington Financial Group 12.500 40.71 22.32 20.49 162.97 162.970 9.11 0.960 4.92
HFNC HFNC Financial Corp. 16.375 281.53 31.49 35.60 174.76 174.760 31.44 1.710 NA
HFSA Hardin Bancorp Inc. 16.875 14.50 15.07 28.13 107.62 107.620 13.42 2.844 70.00
HHFC Harvest Home Financial Corp. 12.000 10.98 15.79 46.15 106.10 106.100 12.53 3.333 NA
HIFS Hingham Instit. for Savings 24.750 32.26 12.13 13.31 158.45 158.450 14.83 1.939 26.88
HMCI HomeCorp Inc. 16.750 28.36 16.11 72.83 130.76 130.760 8.55 0.000 0.00
HMLK Hemlock Federal Financial Corp 15.313 31.79 NA NA 105.10 105.100 19.28 1.567 NA
HMNF HMN Financial Inc. 24.625 103.72 18.11 24.63 126.80 126.800 18.30 0.000 0.00
HOMF Home Federal Bancorp 31.000 105.29 13.14 15.82 181.82 187.650 15.42 1.613 20.83
HPBC Home Port Bancorp Inc. 22.875 42.13 12.71 13.22 200.83 200.830 21.20 3.497 46.24
HRBF Harbor Federal Bancorp Inc. 19.750 33.45 19.75 32.92 119.84 119.840 15.46 2.025 66.67
HRZB Horizon Financial Corp. 15.500 114.96 14.35 14.49 142.07 142.070 22.17 2.581 62.18
HTHR Hawthorne Financial Corp. 17.375 52.72 7.90 NA 132.94 132.940 6.11 0.000 0.00
HVFD Haverfield Corp. 27.938 53.58 14.86 27.39 180.13 180.130 15.39 2.004 53.92
HWEN Home Financial Bancorp 16.438 7.72 20.55 NA 107.23 107.230 18.16 1.217 NA
HZFS Horizon Financial Svcs Corp. 18.875 8.03 20.52 27.76 95.47 95.470 9.34 1.695 47.06
IBSF IBS Financial Corp. 17.250 190.00 28.75 50.74 148.84 148.840 25.90 2.319 143.76
IFSB Independence Federal Svgs Bank 14.000 17.94 6.86 21.21 100.79 114.010 6.94 1.571 33.33
INBI Industrial Bancorp 15.250 80.47 14.66 32.45 131.13 131.130 23.22 3.148 68.09
INCB Indiana Community Bank SB 15.750 14.52 26.25 105.00 128.36 128.360 15.90 2.286 NA
IPSW Ipswich Savings Bank 13.250 31.48 7.53 8.23 145.44 145.440 8.31 0.906 13.04
ISBF ISB Financial Corporation 25.500 175.97 23.61 31.10 144.80 170.230 18.58 1.569 45.12
ITLA ITLA Capital Corp. 18.250 143.18 12.01 12.85 153.10 153.750 16.82 0.000 0.00
IWBK InterWest Bancorp Inc. 39.500 317.42 15.67 21.94 255.50 261.070 17.32 1.519 31.11
JOAC Joachim Bancorp Inc. 14.625 10.57 33.24 66.48 107.38 107.380 30.24 3.419 227.27
JSB JSB Financial Inc. 47.313 467.17 17.14 17.72 133.13 133.130 30.42 2.959 48.69
</TABLE>
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<CAPTION>
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Current Price in Relation to
Current Current -------------------------------------------------- Current LTM
Stock Market Tangible Dividend Dividend
Price Value Earnings LTM EPS Book Value Book Value Assets Yield Payout Ratio
Ticker Short Name ($) ($M) (x) (x) (%) (%) (%) (%) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
JSBA Jefferson Savings Bancorp 35.375 177.06 15.79 37.63 147.64 190.290 13.70 1.131 38.30
JXSB Jacksonville Savings Bk (MHC) 22.500 28.63 31.25 66.18 167.66 167.660 17.59 1.778 117.65
JXVL Jacksonville Bancorp Inc. 16.875 41.61 10.29 21.92 124.54 124.540 18.58 2.963 64.94
KFBI Klamath First Bancorp 19.875 199.12 22.59 34.27 127.65 127.650 27.35 1.509 50.00
KNK Kankakee Bancorp Inc. 30.125 42.93 15.06 19.69 113.29 120.550 12.57 1.593 28.76
KSAV KS Bancorp Inc. 18.500 16.38 12.17 17.96 114.13 114.200 15.43 3.243 87.38
KSBK KSB Bancorp Inc. 12.500 15.48 10.42 10.87 147.75 156.250 10.61 0.640 9.27
KYF Kentucky First Bancorp Inc. 12.750 16.82 15.94 21.25 114.25 114.250 18.91 3.922 583.33
LARK Landmark Bancshares Inc. 27.250 46.62 19.46 25.71 148.18 148.180 20.44 1.468 37.74
LARL Laurel Capital Group Inc. 23.500 33.91 11.99 15.88 159.43 159.430 16.00 2.213 29.73
LFBI Little Falls Bancorp Inc. 16.875 44.01 23.44 54.44 116.30 125.930 15.44 1.185 25.81
LFCO Life Financial Corp. 18.000 110.01 9.57 NA 263.54 263.540 56.34 0.000 NA
LFED Leeds Federal Savings Bk (MHC) 30.250 104.51 30.25 47.27 228.99 228.990 37.07 2.512 107.81
LIFB Life Bancorp Inc. 24.563 241.87 18.61 23.39 154.10 158.680 16.25 1.954 42.86
LISB Long Island Bancorp Inc. 44.250 1,060.60 20.87 30.31 199.59 201.590 17.95 1.356 37.67
LOGN Logansport Financial Corp. 15.250 19.22 15.89 20.89 120.46 120.460 23.12 2.623 465.75
LONF London Financial Corporation 15.000 7.65 22.06 28.85 102.74 102.740 20.21 1.600 46.15
LSBI LSB Financial Corp. 22.250 20.39 13.57 13.91 112.37 112.370 10.68 1.528 19.35
LSBX Lawrence Savings Bank 11.938 51.14 9.33 8.78 160.24 160.240 13.93 0.000 0.00
LVSB Lakeview Financial 35.250 79.93 16.32 14.04 177.05 221.420 16.85 0.709 9.51
LXMO Lexington B&L Financial Corp. 16.000 18.22 18.18 28.07 108.62 108.620 30.75 1.875 26.32
MAFB MAF Bancorp Inc. 31.750 488.94 12.40 18.25 189.10 216.430 14.71 0.882 14.37
MARN Marion Capital Holdings 23.500 41.55 14.69 18.08 106.38 106.380 23.97 3.745 63.08
MASB MASSBANK Corp. 52.500 141.00 14.75 14.75 146.16 146.160 15.55 2.438 28.65
MBB MSB Bancorp Inc. 23.688 67.37 21.15 60.74 112.00 228.210 8.28 2.533 153.85
MBBC Monterey Bay Bancorp Inc. 16.625 53.91 34.64 55.42 107.54 116.670 13.06 0.722 33.33
MBLF MBLA Financial Corp. 23.250 30.19 18.16 22.36 105.78 105.780 12.86 1.720 38.46
MBSP Mitchell Bancorp Inc. 17.125 15.94 28.54 NA 111.27 111.270 48.25 2.336 NA
MCBN Mid-Coast Bancorp Inc. 25.000 5.81 12.76 23.15 113.12 113.120 9.73 2.080 48.15
MCBS Mid Continent Bancshares Inc. 37.750 73.92 16.00 20.08 189.41 189.410 18.09 1.060 21.28
MDBK Medford Savings Bank 32.250 146.45 12.40 13.72 151.84 162.960 13.65 2.233 36.17
MECH Mechanics Savings Bank 24.125 127.62 4.40 8.55 151.44 151.440 15.50 0.000 0.00
MERI Meritrust Federal SB 43.875 33.97 12.32 23.09 181.23 181.230 14.87 1.595 35.53
METF Metropolitan Financial Corp. 18.125 63.90 12.25 26.27 196.58 217.330 7.78 0.000 0.00
MFBC MFB Corp. 23.000 38.87 19.17 30.26 114.71 114.710 15.66 1.391 39.47
MFCX Marshalltown Financial Corp. 16.750 23.64 29.91 57.76 117.79 117.790 18.54 0.000 0.00
MFFC Milton Federal Financial Corp. 14.125 32.56 22.07 33.63 115.21 115.210 16.32 4.248 730.95
MFLR Mayflower Co-operative Bank 19.750 17.59 13.34 14.21 144.48 146.950 13.99 3.443 38.85
MFSL Maryland Federal Bancorp 45.500 146.06 15.80 21.06 150.56 152.480 12.62 1.758 33.43
MGNL Magna Bancorp Inc. 27.000 371.37 16.46 20.15 268.39 275.790 27.44 2.222 44.78
MIFC Mid-Iowa Financial Corp. 9.625 16.14 8.30 13.75 137.50 137.700 12.85 0.831 11.43
MIVI Mississippi View Holding Co. 15.875 13.00 15.26 26.46 98.66 98.660 18.63 1.008 26.67
MLBC ML Bancorp Inc. 20.625 217.93 15.63 16.37 150.77 153.460 10.52 1.939 30.56
MONT Montgomery Financial Corp. 12.000 19.84 NA NA NA NA NA 0.000 NA
MRKF Market Financial Corp. 14.188 18.95 27.28 NA 95.67 95.670 33.49 1.973 NA
MSBF MSB Financial Inc. 13.500 16.86 14.06 20.15 132.74 132.740 22.57 2.074 38.43
MSBK Mutual Savings Bank FSB 13.000 55.56 108.33 72.22 135.84 135.840 8.25 0.000 0.00
MWBI Midwest Bancshares Inc. 36.000 12.25 11.54 21.30 123.88 123.880 8.56 1.667 34.32
MWBX MetroWest Bank 6.688 93.32 11.94 13.11 221.46 221.460 16.47 1.794 31.37
MWFD Midwest Federal Financial 21.250 34.59 12.07 16.35 189.56 196.580 16.70 1.600 24.62
NASB North American Savings Bank 52.000 116.29 10.48 12.84 204.97 212.070 15.74 1.538 17.60
NBN Northeast Bancorp 16.938 21.89 14.60 23.53 125.56 145.270 8.72 1.889 44.44
NBSI North Bancshares Inc. 22.500 22.11 31.25 39.47 132.67 132.670 18.75 2.133 77.19
NEIB Northeast Indiana Bancorp 17.000 29.97 13.28 17.00 111.92 111.920 17.00 1.882 31.50
NHTB New Hampshire Thrift Bncshrs 19.625 40.51 14.43 37.74 166.60 195.660 12.75 2.548 96.15
NASB NewMil Bancorp Inc. 13.000 49.84 20.31 21.31 157.19 157.190 15.43 1.846 37.70
</TABLE>
5
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<TABLE>
<CAPTION>
--------------------------------------------------
Current Price in Relation to
Current Current -------------------------------------------------- Current LTM
Stock Market Tangible Dividend Dividend
Price Value Earnings LTM EPS Book Value Book Value Assets Yield Payout Ratio
Ticker Short Name ($) ($M) (x) (x) (%) (%) (%) (%) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NSLB NS&L Bancorp Inc. 18.750 13.27 24.67 42.61 113.57 113.570 22.22 2.667 113.64
NSSB Norwich Financial Corp. 27.875 150.89 19.91 20.20 189.63 210.060 21.17 2.009 43.48
NSSY Norwalk Savings Society 36.500 87.97 19.01 15.73 169.45 175.140 13.25 1.096 10.78
NTMG Nutmeg Federal S&LA 11.000 8.12 22.92 50.00 142.49 142.490 7.93 0.000 34.09
NWEQ Northwest Equity Corp. 16.125 13.52 12.22 17.53 113.32 113.320 13.96 3.225 46.74
NWSB Northwest Savings Bank (MHC) 25.500 596.09 28.98 43.22 300.35 319.150 28.50 1.255 54.24
NYB New York Bancorp Inc. 31.125 672.03 13.42 16.73 402.65 402.650 20.47 1.928 25.54
OCFC Ocean Financial Corp. 34.250 280.02 19.46 NA 125.23 125.230 20.35 2.336 NA
OCN Ocwen Financial Corp. 43.625 1,169.13 15.81 16.65 479.40 502.010 41.95 0.000 0.00
OFCP Ottawa Financial Corp. 25.750 126.51 16.51 31.79 168.19 209.520 14.68 1.553 45.68
OHSL OHSL Financial Corp. 24.125 28.85 14.36 22.55 113.74 113.740 12.54 3.648 76.64
PALM Palfed Inc. 17.875 94.45 16.55 162.50 172.37 172.370 14.21 0.671 90.91
PAMM PacificAmerica Money Center 22.750 86.44 3.35 5.85 147.25 147.250 31.75 0.000 0.00
PBCI Pamrapo Bancorp Inc. 21.500 61.12 12.22 19.72 129.36 130.380 16.48 4.651 87.16
PBCT People's Bank (MHC) 29.375 1,793.44 20.40 21.29 268.76 269.000 22.79 2.315 43.00
PBHC Oswego City Savings Bk (MHC) 19.500 37.37 14.34 23.78 166.95 200.620 19.58 1.436 26.83
PBKB People's Bancshares Inc. 16.750 54.40 11.96 13.19 179.91 186.940 10.28 2.627 27.56
PCBC Perry County Financial Corp. 21.250 17.59 17.71 22.14 112.97 112.970 21.69 1.882 41.67
PCCI Pacific Crest Capital 15.250 44.81 12.71 14.12 170.39 170.390 12.07 0.000 0.00
PDB Piedmont Bancorp Inc. 10.625 29.23 20.43 NA 143.19 143.190 23.81 3.765 NA
PEEK Peekskill Financial Corp. 16.375 52.29 24.08 29.24 111.32 111.320 28.64 2.198 64.29
PERM Permanent Bancorp Inc. 23.750 49.89 18.55 35.45 120.31 122.110 11.02 1.684 44.78
PERT Perpetual Bank (MHC) 53.000 79.74 30.11 44.92 263.16 263.160 31.12 2.642 135.59
PETE Primary Bank 26.875 56.13 NA 22.40 187.54 187.810 13.00 0.000 0.00
PFDC Peoples Bancorp 25.500 57.99 13.28 18.48 132.61 132.610 20.16 2.353 43.48
PFED Park Bancorp Inc. 17.000 41.33 21.25 NA 104.49 104.490 23.54 0.000 NA
PFFB PFF Bancorp Inc. 19.750 353.59 23.51 85.87 136.11 137.530 14.05 0.000 0.00
PFFC Peoples Financial Corp. 16.875 24.73 30.13 NA 106.94 106.940 29.09 2.963 NA
PFNC Progress Financial Corp. 14.375 57.57 16.34 28.19 246.57 279.130 13.10 0.796 15.69
PFSB PennFed Financial Services Inc 30.000 144.66 13.64 20.83 137.43 164.290 10.94 0.933 14.58
PFSL Pocahontas FS&LA (MHC) 28.500 46.52 18.75 20.96 193.09 193.090 12.29 3.158 63.97
PHBK Peoples Heritage Finl Group 39.500 1,084.56 15.43 16.26 250.48 297.220 19.34 1.924 28.81
PHFC Pittsburgh Home Financial Corp 18.938 37.30 15.78 26.30 133.27 134.790 14.55 1.267 38.89
PHSB Peoples Home Savings Bk (MHC) 16.375 39.30 NA NA NA NA NA 0.000 NA
PKPS Poughkeepsie Financial Corp. 7.875 99.18 21.88 35.80 134.62 134.620 11.27 1.270 45.45
PLSK Pulaski Savings Bank (MHC) 17.375 35.97 NA NA 170.34 170.340 20.28 1.727 NA
PMFI Perpetual Midwest Financial 20.875 39.30 20.07 86.98 115.97 115.970 9.89 1.437 125.00
PRBC Prestige Bancorp Inc. 17.000 15.55 15.74 33.33 102.97 102.970 11.46 0.706 11.76
PROV Provident Financial Holdings 19.938 98.10 20.77 48.63 114.78 114.780 15.94 0.000 0.00
PSBK Progressive Bank Inc. 32.750 125.14 14.12 14.36 166.50 186.400 14.24 2.076 26.61
PSFC Peoples-Sidney Financial Corp. 16.250 29.01 NA NA NA NA NA 1.231 NA
PSFI PS Financial Inc. 15.500 33.82 18.45 NA 105.73 105.730 40.92 2.065 NA
PTRS Potters Financial Corp. 24.750 12.16 9.98 21.52 112.65 112.650 9.94 1.455 25.22
PULB Pulaski Bank, Svgs Bank (MHC) 26.375 55.23 25.36 45.47 234.86 234.860 30.64 3.791 172.41
PULS Pulse Bancorp 21.500 66.23 11.44 18.38 157.74 157.740 12.69 3.256 59.83
PVFC PVF Capital Corp. 20.500 52.39 11.39 14.64 209.4 209.400 14.71 0.000 0.00
PVSA Parkvale Financial Corporation 30.250 122.67 12.20 18.22 163.16 164.400 12.38 1.719 31.33
PWBC PennFirst Bancorp Inc. 15.625 82.90 14.47 21.70 125.60 134.350 10.15 2.094 47.72
PWBK Pennwood Bancorp Inc. 16.750 9.71 24.63 NA 111.30 111.300 19.42 1.910 NA
QCBC Quaker City Bancorp Inc. 20.750 97.59 16.21 34.02 138.89 138.980 12.18 0.000 0.00
QCFB QCF Bancorp Inc. 25.000 35.66 13.89 17.12 131.72 131.720 23.83 0.000 0.00
QCSB Queens County Bancorp Inc. 54.125 549.64 25.06 26.15 272.95 272.950 37.56 1.848 33.82
RARB Raritan Bancorp Inc. 24.000 57.88 15.38 17.02 192.31 195.440 15.26 2.000 30.74
RCSB RCSB Financial Inc. 51.500 756.70 23.41 20.68 240.43 246.410 18.31 1.165 22.89
REDF RedFed Bancorp Inc. 17.375 124.65 13.16 157.95 161.63 162.230 13.66 0.000 0.00
RELI Reliance Bancshares Inc. 8.500 21.49 106.25 34.00 93.61 93.610 45.72 0.000 NA
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------
Current Price in Relation to
Current Current -------------------------------------------------- Current LTM
Stock Market Tangible Dividend Dividend
Price Value Earnings LTM EPS Book Value Book Value Assets Yield Payout Ratio
Ticker Short Name ($) ($M) (x) (x) (%) (%) (%) (%) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
RELY Reliance Bancorp Inc. 32.000 280.84 16.67 26.45 172.60 239.520 14.21 2.000 49.59
RIVR River Valley Bancorp 16.500 19.64 13.75 NA 112.86 114.580 13.98 0.970 NA
ROSE TR Financial Corp. 27.000 475.30 14.06 14.75 200.74 200.740 13.32 2.222 23.50
RSLN Roslyn Bancorp Inc. 22.750 992.87 21.88 NA 156.04 156.790 31.43 1.055 NA
RVSB Riverview Savings Bank (MHC) 27.750 67.11 22.38 31.53 260.07 284.910 29.22 0.865 24.38
SBFL SB of the Finger Lakes (MHC) 25.000 44.63 52.08 166.67 214.96 214.960 20.59 1.600 266.67
SBOS Boston Bancorp (The) NA NA NA NA NA NA NA NA 10.89
SCBS Southern Community Bancshares 15.875 18.06 18.90 NA 120.36 120.360 25.66 1.890 NA
SCCB S. Carolina Community Bancshrs 23.500 16.55 32.64 43.52 137.35 137.350 35.66 2.553 111.11
SECP Security Capital Corp. 105.750 973.78 17.06 22.12 173.90 173.900 26.51 1.135 20.40
SFED SFS Bancorp Inc. 19.750 24.31 21.47 30.86 113.25 113.250 14.12 1.418 39.06
SFFC StateFed Financial Corporation 22.000 17.24 12.79 18.33 113.17 113.170 20.12 1.818 33.33
SFIN Statewide Financial Corp. 19.688 92.74 14.92 23.72 141.64 141.950 13.78 2.235 48.19
SFNB Security First Network Bank 12.000 103.44 NA NA 397.35 404.040 131.58 0.000 0.00
SFSB SuburbFed Financial Corp. 27.500 34.71 13.22 23.71 125.46 125.920 8.13 1.164 27.59
SFSL Security First Corp. 17.750 134.58 17.07 21.91 218.60 222.150 20.58 1.803 37.02
SGVB SGV Bancorp Inc. 15.250 35.72 17.33 47.66 119.42 121.420 8.73 0.000 0.00
SHEN First Shenango Bancorp Inc. 27.875 57.76 12.02 16.79 128.16 128.160 14.04 2.152 30.72
SISB SIS Bancorp Inc. 31.000 172.88 14.62 9.34 169.31 169.310 12.05 1.806 7.23
SKAN Skaneateles Bancorp Inc. 23.250 22.19 12.37 13.21 130.69 134.860 8.95 1.720 20.45
SKBO First Carnegie Deposit (MHC) 16.000 36.80 NA NA 152.09 152.090 25.01 1.875 NA
SMBC Southern Missouri Bancorp Inc. 17.125 28.05 16.47 23.78 108.04 108.040 16.93 2.920 69.44
SMFC Sho-Me Financial Corp. 39.000 58.45 13.18 19.12 180.39 180.390 17.78 0.000 0.00
SOBI Sobieski Bancorp Inc. 16.250 12.59 29.02 50.78 94.26 94.260 15.40 1.969 43.75
SOPN First Savings Bancorp Inc. 20.250 74.50 15.82 20.66 110.90 110.900 25.32 3.951 75.51
SOSA Somerset Savings Bank 3.906 65.04 9.77 15.62 199.29 199.290 12.64 0.000 0.00
SPBC St. Paul Bancorp Inc. 24.125 819.96 16.75 27.11 206.73 207.260 17.78 1.658 32.36
SRN Southern Banc Company Inc. 16.250 19.99 33.85 70.65 112.69 113.880 19.04 2.154 228.26
SSB Scotland Bancorp Inc 19.250 36.84 32.08 33.77 143.12 143.120 53.02 1.558 52.63
SSFC South Street Financial Corp. 18.500 83.19 25.69 NA 125.94 125.940 34.41 2.162 NA
SSM Stone Street Bancorp Inc. 21.438 40.69 38.28 25.52 132.91 132.910 38.34 2.099 542.26
STFR St. Francis Capital Corp. 37.250 197.54 13.50 21.16 154.05 174.310 12.02 1.289 26.14
STND Standard Financial Inc. 25.620 415.31 21.35 33.71 149.74 150.000 16.13 1.561 47.37
STSA Sterling Financial Corp. 20.250 112.72 16.88 96.43 166.39 190.860 6.68 0.000 0.00
SVRN Sovereign Bancorp Inc. 15.594 1,388.65 14.44 23.99 227.65 302.210 10.02 0.513 12.00
SWBI Southwest Bancshares 20.250 53.67 13.68 20.05 129.15 129.150 14.20 3.753 74.26
SWCB Sandwich Co-operative Bank 36.000 68.95 15.52 15.79 172.83 180.540 13.74 3.333 50.44
SZB SouthFirst Bancshares Inc. 16.000 13.56 26.67 NA 99.63 99.630 13.94 3.125 NA
TBK Tolland Bank 17.875 27.89 14.90 16.71 168.63 173.540 11.71 1.119 9.11
THR Three Rivers Financial Corp. 16.125 13.28 17.53 25.60 105.88 106.300 14.57 2.481 52.38
THRD TF Financial Corporation 20.500 83.70 16.53 24.40 108.70 123.940 13.06 1.951 42.86
TPNZ Tappan Zee Financial Inc. 17.375 26.01 24.13 28.96 123.14 123.140 20.95 1.612 33.33
TRIC Tri-County Bancorp Inc. 23.500 14.31 14.69 21.17 104.40 104.400 15.99 2.553 49.55
TSBS Peoples Bancorp Inc. (MHC) 30.000 271.11 30.00 34.88 254.45 277.260 42.97 1.167 40.70
TSH Teche Holding Co. 18.375 63.16 16.41 22.14 118.32 118.320 15.55 2.721 60.24
TWIN Twin City Bancorp 20.250 17.28 15.82 29.78 125.23 125.230 16.10 3.160 94.12
UBMT United Financial Corp. 24.000 29.36 19.35 25.81 119.40 119.400 27.80 4.083 100.00
UFRM United Federal Savings Bank 11.500 35.35 20.54 60.53 171.64 171.640 12.83 2.087 110.53
USAB USABancshares, Inc. 8.250 6.06 14.73 30.56 128.11 130.540 12.54 0.000 0.00
VABF Virginia Beach Fed. Financial 14.000 69.67 17.50 53.85 164.71 164.710 11.28 1.429 69.23
VFFC Virginia First Financial Corp. 23.938 139.02 15.75 13.30 210.91 218.410 17.00 0.418 5.56
WAMU Washington Mutual Inc. 63.938 16,113.22 16.65 55.12 310.38 327.050 16.57 1.689 84.48
WAYN Wayne Savings & Loan Co. (MHC) 22.500 50.58 25.57 66.18 215.31 215.310 19.90 2.756 180.85
WBST Webster Financial Corp. 56.000 759.43 14.29 28.57 224.81 263.160 11.29 1.429 37.76
WCBI Westco Bancorp 26.500 65.62 15.41 20.87 138.16 138.160 21.06 2.264 44.88
WCFB Webster City Federal SB (MHC) 17.750 37.28 27.73 36.22 168.41 168.410 39.37 4.507 163.27
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------
Current Price in Relation to
Current Current -------------------------------------------------- Current LTM
Stock Market Tangible Dividend Dividend
Price Value Earnings LTM EPS Book Value Book Value Assets Yield Payout Ratio
Ticker Short Name ($) ($M) (x) (x) (%) (%) (%) (%) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WEFC Wells Financial Corp. 16.500 32.33 14.73 22.30 112.78 112.780 16.00 2.909 0.00
WEHO Westwood Homestead Fin. Corp. 15.500 43.33 32.29 NA 109.39 109.390 32.18 1.806 NA
WES Westcorp 21.813 571.39 14.35 19.65 171.62 172.030 15.53 1.834 36.04
WFI Winton Financial Corp. 16.250 32.27 10.16 14.13 143.05 146.130 10.17 2.831 38.26
WFSG Wilshire Financial Services 21.750 164.65 8.24 NA 238.75 238.750 13.77 0.000 NA
WFSL Washington Federal Inc. 27.750 1,317.25 12.39 14.16 189.29 207.240 22.86 3.315 44.76
WHGB WHG Bancshares Corp. 15.750 23.03 23.16 45.00 111.23 111.230 22.97 1.270 42.86
WOFC Western Ohio Financial Corp. 24.250 56.72 30.31 42.54 103.72 111.240 14.31 4.124 175.44
WRNB Warren Bancorp Inc. 18.250 69.13 11.13 9.46 185.85 185.850 19.28 2.849 43.01
WSB Washington Savings Bank, FSB 7.250 30.79 18.13 25.89 143.56 143.560 11.92 1.379 35.71
WSFS WSFS Financial Corporation 15.313 190.21 11.60 11.10 242.29 244.230 12.61 0.000 0.00
WSTR WesterFed Financial Corp. 22.500 125.21 14.80 23.44 120.06 150.100 13.10 1.956 44.06
WVFC WVS Financial Corp. 27.875 48.71 13.94 16.49 148.11 148.110 16.53 2.870 177.51
WWFC Westwood Financial Corporation 21.250 13.71 14.36 27.24 134.84 151.350 12.31 0.941 25.64
WYNE Wayne Bancorp Inc. 24.750 49.84 22.92 46.70 150.55 150.550 20.10 0.808 18.87
YFCB Yonkers Financial Corporation 19.875 60.04 18.40 25.48 140.56 140.560 20.94 1.208 25.64
YFED York Financial Corp. 24.125 169.08 15.87 24.37 168.94 168.940 14.55 2.487 59.23
Count 404 381 338 395 393 395 338 294
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------
Current Price in Relation to
Current Current -------------------------------------------------- Current LTM
Stock Market Tangible Dividend Dividend
Price Value Earnings LTM EPS Book Value Book Value Assets Yield Payout Ratio
Ticker Short Name ($) ($M) (x) (x) (%) (%) (%) (%) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
Delaware
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WSFS WSFS Financial Corporation 15.313 190.21 11.60 11.1 242.29 244.230 12.61 0.000 0.00
Count 1 1 1 1 1 1 1 0 0
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------
Current Price in Relation to
Current Current -------------------------------------------------- Current LTM
Stock Market Tangible Dividend Dividend
Price Value Earnings LTM EPS Book Value Book Value Assets Yield Payout Ratio
Ticker Short Name ($) ($M) (x) (x) (%) (%) (%) (%) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
Comparable Group
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ALBC Albion Banc Corp. 23.250 5.81 29.06 86.11 97.04 97.040 8.47 1.376 114.81
ATSB AmTrust Capital Corp. 12.750 6.71 21.25 28.98 92.93 93.960 9.45 1.569 11.36
FFDF FFD Financial Corp. 14.750 21.46 26.34 NA 101.65 101.650 25.16 2.034 NA
HFFB Harrodsburg First Fin Bancorp 15.250 30.88 19.06 25.85 97.26 97.260 28.34 2.623 93.22
HZSF Horizon Financial Svcs Corp. 18.875 8.03 20.52 27.76 95.47 95.470 9.34 1.695 47.06
LXMO Lexington B&L Financial Corp. 16.000 18.22 18.18 28.07 108.62 108.620 30.75 1.875 26.32
NBSI North Bancshares Inc. 22.500 22.11 31.25 39.47 132.67 132.670 18.75 2.133 77.19
LSBX Lawrence Savings Bank 11.938 51.14 9.33 8.78 160.24 160.240 13.93 0.000 0.00
PRBC Prestige Bancorp Inc. 17.000 15.55 15.74 33.33 102.97 102.970 11.46 0.706 11.76
SOBI Sobieski Bancorp Inc. 16.250 12.59 29.02 50.78 94.26 94.260 15.40 1.969 43.75
SZB SouthFirst Bancshares Inc. 16.000 13.56 26.67 NA 99.63 99.630 13.94 3.125 NA
11 11 9 11 11 11 11 11
Comparable Average 18.73 22.40 36.57 107.52 107.620 16.82 1.740 38.68
Comparable Median 15.55 21.25 28.98 99.63 99.630 13.94 1.880 43.75
All Public Average 217.44 18.99 29.59 154.36 160.810 17.84 1.980 65.77
All Public Median 54.77 16.25 23.05 142.29 145.440 15.50 1.680 35.34
Delaware Average 190.21 11.60 11.10 242.29 244.230 12.61 0.000 0.00
Delaware Median 190.21 11.60 11.10 242.29 244.230 12.61 0.000 0.00
</TABLE>
10
<PAGE>
Exhibit 7
Standard Conversions - 1996 to Date
Selected Market Data
Market Data as of 9/08/97
<TABLE>
<CAPTION>
------------------------------------------
Price to Pro-Forma
Pro-Forma ------------------------------------------
Gross Conversion Total Pro-Forma Pro-Forma Pro-Forma Adjusted
IPO Price Proceeds Assets Equity Book Value Tang. Book Earnings Assets
Ticker Short Name IPO Date ($) ($000) ($000) ($000) (%) (%) (x) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FSPT FirstSpartan Financial Corp. 07/09/97 20.000 88,608 375,526 121,408 73.0 73.0 26.0 19.1
GOSB GSB Financial Corp. 07/09/97 10.000 22,483 96,323 30,613 73.4 73.4 23.2 18.9
FBNW FirstBank Corp. 07/02/97 10.000 19,838 133,194 27,578 71.9 71.9 19.2 13.0
CFBC Community First Banking Co. 07/01/97 20.000 48,271 352,532 66,357 72.7 72.7 36.1 12.0
--------------------------------------------------------------------------------------------------------------------------
Q3 '97 Average 72.8 72.8 26.1 15.8
Median 72.9 72.9 24.6 16.0
--------------------------------------------------------------------------------------------------------------------------
HCBB HCB Bancshares Inc. 05/07/97 10.000 26,450 171,241 36,760 72.0 72.0 29.0 13.4
PSFC Peoples-Sidney Financial Corp. 04/28/97 10.000 17,854 86,882 25,061 71.2 71.2 11.5 17.0
HMLK Hemlock Federal Financial Corp 04/02/97 10.000 20,763 146,595 28,989 71.6 71.6 37.5 12.4
GSLA GS Financial Corp. 04/01/97 10.000 34,385 86,521 53,934 63.8 63.8 38.7 28.4
--------------------------------------------------------------------------------------------------------------------------
Q2 '97 Average 69.7 69.6 29.2 17.8
Median 71.4 71.4 33.3 15.2
--------------------------------------------------------------------------------------------------------------------------
MRKF Market Financial Corp. 03/27/97 10.000 13,357 45,547 18,795 71.1 71.1 26.2 22.7
EFBC Empire Federal Bancorp Inc. 01/27/97 10.000 25,921 86,810 38,067 68.1 68.1 21.5 23.0
FAB FirstFed America Bancorp Inc. 01/15/97 10.000 87,126 723,778 120,969 72.0 72.0 13.6 10.7
RSLN Roslyn Bancorp Inc. 01/13/97 10.000 423,714 1,596,744 588,624 72.0 72.0 9.3 21.0
AFBC Advance Financial Bancorp 01/02/97 10.000 10,845 91,852 15,256 71.1 71.1 16.8 10.6
--------------------------------------------------------------------------------------------------------------------------
Q1 '97 Average 70.9 70.9 17.5 17.6
Median 71.1 71.1 16.8 21.0
--------------------------------------------------------------------------------------------------------------------------
1997 YTD Average 71.1 71.1 23.7 17.1
Median 71.9 71.9 23.2 17.0
--------------------------------------------------------------------------------------------------------------------------
HCFC Home City Financial Corp. 12/30/96 10.000 9,522 55,728 13,373 71.2 71.2 13.7 14.6
CENB Century Bancorp Inc. 12/23/96 50.000 20,367 81,304 28,246 72.1 72.1 18.9 20.0
SCBS Southern Community Bancshares 12/23/96 10.000 11,374 64,381 15,290 74.4 74.4 14.5 15.0
BFFC Big Foot Financial Corp. 12/20/96 10.000 25,128 194,624 34,576 72.7 72.7 33.1 11.4
RIVR River Valley Bancorp 12/20/96 10.000 11,903 86,604 16,314 73.0 73.0 15.2 12.1
PSFI PS Financial Inc. 11/27/96 10.000 21,821 53,520 30,338 71.9 71.9 17.2 29.0
CFNC Carolina Fincorp Inc. 11/25/96 10.000 18,515 94,110 24,052 77.0 77.0 17.2 16.4
DCBI Delphos Citizens Bancorp Inc. 11/21/96 10.000 20,387 88,022 28,226 72.2 72.2 14.6 18.8
FTNB Fulton Bancorp Inc. 10/18/96 10.000 17,193 85,496 23,705 72.5 72.5 14.6 16.7
SSFC South Street Financial Corp. 10/03/96 10.000 44,965 166,978 58,917 76.3 76.3 26.1 21.2
AFED AFSALA Bancorp Inc. 10/01/96 10.000 14,548 133,046 20,281 71.7 71.7 13.7 9.9
--------------------------------------------------------------------------------------------------------------------------
Q4 '96 Average 73.2 73.2 18.1 16.8
Median 72.5 72.5 15.2 16.4
--------------------------------------------------------------------------------------------------------------------------
CBES CBES Bancorp Inc. 09/30/96 10.000 10,250 86,168 16,788 61.1 61.1 13.2 10.6
WEHO Westwood Homestead Fin. Corp. 09/30/96 10.000 28,434 96,638 38,512 73.8 73.8 NA 22.7
HBEI Home Bancorp of Elgin Inc. 09/27/96 10.000 70,093 304,520 96,498 72.6 72.6 24.9 18.7
PFFC Peoples Financial Corp. 09/13/96 10.000 14,910 78,078 23,187 64.3 64.3 28.6 16.0
PFED Park Bancorp Inc. 08/12/96 10.000 27,014 158,939 40,524 66.7 66.7 26.2 14.5
ANA Acadiana Bancshares Inc. 07/16/96 12.000 32,775 225,248 45,564 71.9 71.9 NA 12.7
PWBK Pennwood Bancorp Inc. 07/15/96 10.000 6,101 41,592 9,034 67.5 67.5 14.5 12.8
MBSP Mitchell Bancorp Inc. 07/12/96 10.000 9,799 28,222 13,991 70.0 70.0 NA 25.8
OCFC Ocean Financial Corp. 07/03/96 20.000 167,762 1,036,445 235,685 71.2 71.2 13.4 13.9
HWEN Home Financial Bancorp 07/02/96 10.000 5,059 33,462 7,436 68.0 68.0 11.4 13.1
EGLB Eagle BancGroup Inc. 07/01/96 10.000 13,027 150,974 22,288 58.4 58.4 100.1 7.9
FLKY First Lancaster Bancshares 07/01/96 10.000 9,588 35,361 12,840 74.7 74.7 18.5 21.3
--------------------------------------------------------------------------------------------------------------------------
Q3 '96 Average 68.4 68.4 27.9 15.8
Median 69.0 69.0 18.5 14.2
--------------------------------------------------------------------------------------------------------------------------
PROV Provident Financial Holdings 06/28/96 10.000 51,252 570,691 82,149 62.4 62.4 19.9 8.2
PRBC Prestige Bancorp Inc. 06/27/96 10.000 9,630 91,841 15,172 63.5 63.5 28.8 9.5
WYNE Wayne Bancorp Inc. 06/27/96 10.000 22,314 207,997 35,926 62.1 62.1 18.9 9.7
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------
Price to Pro-Forma
Pro-Forma ------------------------------------------
Gross Conversion Total Pro-Forma Pro-Forma Pro-Forma Adjusted
IPO Price Proceeds Assets Equity Book Value Tang. Book Earnings Assets
Ticker Short Name IPO Date ($) ($000) ($000) ($000) (%) (%) (x) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DIME Dime Community Bancorp Inc. 06/26/96 10.000 145,475 665,187 204,706 71.1 71.1 15.5 17.9
MECH Mechanics Savings Bank 06/26/96 10.000 52,900 662,482 73,516 72.0 72.0 NA 7.4
CNSB CNS Bancorp Inc. 06/12/96 10.000 16,531 85,390 23,176 71.3 71.3 24.4 16.2
LXMO Lexington B&L Financial Corp. 06/06/96 10.000 12,650 49,981 17,802 71.1 71.1 20.8 20.2
FFBH First Federal Bancshares of AR 05/03/96 10.000 51,538 454,479 79,239 65.0 65.0 10.5 10.2
CBK Citizens First Financial Corp. 05/01/96 10.000 28,175 227,872 37,414 75.3 75.3 15.7 11.0
RELI Reliance Bancshares Inc. 04/19/96 8.000 20,499 32,260 27,465 74.6 74.6 32.3 38.9
CATB Catskill Financial Corp. 04/18/96 10.000 56,868 230,102 76,844 74.0 74.0 18.6 19.8
YFCB Yonkers Financial Corporation 04/18/96 10.000 35,708 208,283 46,227 77.2 77.2 15.9 14.6
GSFC Green Street Financial Corp. 04/04/96 10.000 42,981 151,028 58,793 73.1 73.1 14.6 22.2
FFDF FFD Financial Corp. 04/03/96 10.000 14,548 58,955 20,239 71.9 71.9 25.4 19.8
AMFC AMB Financial Corp. 04/01/96 10.000 11,241 68,851 15,421 72.9 72.9 17.9 14.0
FBER 1st Bergen Bancorp 04/01/96 10.000 31,740 223,167 41,156 77.1 77.1 21.0 12.5
LONF London Financial Corporation 04/01/96 10.000 5,290 34,152 7,515 70.4 70.4 24.5 13.4
PHFC Pittsburgh Home Financial Corp 04/01/96 10.000 21,821 157,570 29,090 75.0 75.0 17.0 12.2
SSB Scotland Bancorp Inc 04/01/96 10.000 18,400 57,718 23,853 77.1 77.1 16.9 24.2
SSM Stone Street Bancorp Inc. 04/01/96 15.000 27,376 84,996 35,445 77.2 77.2 19.1 24.4
WHGB WHG Bancshares Corp. 04/01/96 10.000 16,201 85,027 22,144 73.2 73.2 15.2 16.0
--------------------------------------------------------------------------------------------------------------------------
Q2 '96 Average 71.8 71.8 19.6 16.3
Median 72.9 72.9 18.8 14.6
--------------------------------------------------------------------------------------------------------------------------
CRZY Crazy Woman Creek Bancorp 03/29/96 10.000 10,580 37,510 14,752 71.7 71.7 15.8 22.0
PFFB PFF Bancorp Inc. 03/29/96 10.000 198,375 1,899,412 279,603 70.9 70.9 25.0 9.5
FCB Falmouth Co-Operative Bank 03/28/96 10.000 14,548 73,735 21,169 68.7 68.7 17.6 16.5
CFTP Community Federal Bancorp 03/26/96 10.000 46,288 162,042 63,020 73.4 73.4 13.6 22.2
GAF GA Financial Inc. 03/26/96 10.000 89,000 476,259 122,643 72.6 72.6 13.5 15.7
BYFC Broadway Financial Corp. 01/09/96 10.000 8,927 102,512 12,768 69.9 69.9 13.0 8.0
LFBI Little Falls Bancorp Inc. 01/05/96 10.000 30,418 196,394 41,370 73.5 73.5 36.4 13.4
--------------------------------------------------------------------------------------------------------------------------
Q1 '96 Average 71.5 71.6 19.3 15.3
Median 71.7 71.7 15.8 15.7
--------------------------------------------------------------------------------------------------------------------------
1996 YTD Average 71.2 71.3 20.8 16.2
Median 72.0 72.0 17.2 15.0
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
1/1/96 to Average 71.2 71.2 21.4 16.4
--------------------------------------------------------------------------------------------------------------------------
9/8/97 Median 72.0 71.9 18.2 15.4
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
------------------------------- --------------------------------------------------
Percent Change from IPO Current Price to
------------------------------- Current --------------------------------------------------
After After After After Stock Book Tang. LTM Core LTM
1 Day 1 Week 1 Month 3 Months Price Value Book Earnings Earnings EPS EPS Assets
Ticker Short Name (%) (%) (%) (%) 9/8/97 (%) (%) (X) (X) (X) (X) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FSPT FirstSpartan Financial Corp. 83.44% 85.00% 78.13% NA 35.375 NA NA NA NA NA NA NA
GOSB GSB Financial Corp. 46.25% 48.75% 43.75% NA 14.500 NA NA NA NA NA NA NA
FBNW FirstBank Corp. 58.13% 55.63% 77.50% NA 17.375 NA NA NA NA NA NA NA
CFBC Community First Banking Co. 59.38% 65.00% 70.00% NA 34.375 NA NA NA NA NA NA NA
--------------------------------------------------------------------------------------------------------------------------
Q3 '97 Average 61.80% 63.60% 67.34% 0.00% -- -- -- -- -- -- --
Median 58.75% 60.32% 73.75% 0.00% -- -- -- -- -- -- --
--------------------------------------------------------------------------------------------------------------------------
HCBB HCB Bancshares Inc. 26.25% 27.50% 28.75% 38.75% 13.750 NA NA NA NA NA NA NA
PSFC Peoples-Sidney Financial Corp. 25.63% 28.75% 32.50% 55.00% 16.250 NA NA NA NA NA NA NA
HMLK Hemlock Federal Financial Corp 28.75% 28.75% 30.00% 40.00% 15.313 105.1 105.1 NA NA NA NA 19.3
GSLA GS Financial Corp. 33.75% 37.50% 40.00% 51.25% 16.000 97.8 97.8 NA NA NA NA 44.6
--------------------------------------------------------------------------------------------------------------------------
Q2 '97 Average 28.60% 30.63% 32.81% 46.25% 101.5 101.5 -- -- -- -- 32.0
Median 27.50% 28.75% 31.25% 45.63% 101.5 101.5 -- -- -- -- 32.0
--------------------------------------------------------------------------------------------------------------------------
MRKF Market Financial Corp. 29.38% 22.50% 26.25% 37.50% 14.188 95.7 95.7 NA 27.3 27.3 NA 33.5
EFBC Empire Federal Bancorp Inc. 32.50% 35.00% 37.50% 31.25% 15.750 100.6 100.6 NA 23.2 23.2 NA 37.6
FAB FirstFed America Bancorp Inc. 36.25% 41.25% 48.75% 38.75% 20.250 131.9 131.9 NA 25.3 26.6 NA 17.3
RSLN Roslyn Bancorp Inc. 50.00% 59.38% 60.00% 58.75% 22.750 156.0 156.8 NA 21.9 22.8 NA 31.4
AFBC Advance Financial Bancorp 28.75% 29.38% 40.00% 40.00% 15.750 106.8 106.8 NA NA NA NA 16.5
--------------------------------------------------------------------------------------------------------------------------
Q1 '97 Average 35.38% 37.50% 42.50% 41.25% 118.2 118.4 -- 24.4 25.0 -- 27.3
Median 32.50% 35.00% 40.00% 38.75% 106.8 106.8 -- 24.2 24.9 -- 31.4
--------------------------------------------------------------------------------------------------------------------------
1997 YTD Average 41.42% 43.41% 47.16% 43.47% 113.4 113.5 -- 24.4 25.0 -- 28.6
Median 33.75% 37.50% 40.00% 40.00% 105.1 105.1 -- 24.2 24.9 -- 31.4
--------------------------------------------------------------------------------------------------------------------------
HCFC Home City Financial Corp. NA 25.00% 35.00% 35.00% 15.500 96.6 96.6 NA 19.4 18.5 NA 21.6
CENB Century Bancorp Inc. 25.25% 32.00% 30.25% 36.00% 79.500 108.2 108.2 NA 17.0 16.8 NA 32.4
SCBS Southern Community Bancshares 30.00% 37.50% 35.00% 40.00% 15.875 120.4 120.4 NA 18.9 18.9 NA 25.7
BFFC Big Foot Financial Corp. 23.13% 25.00% 38.75% 41.25% 17.750 123.7 123.7 NA 27.7 27.7 NA 21.0
RIVR River Valley Bancorp 36.88% 38.75% 50.00% 45.00% 16.500 112.9 114.6 NA 13.8 14.2 NA 14.0
PSFI PS Financial Inc. 16.41% 16.88% 25.00% 37.50% 15.500 105.7 105.7 NA 18.5 18.5 NA 40.9
CFNC Carolina Fincorp Inc. 30.00% 30.00% 36.25% 47.50% 17.625 128.3 128.3 NA 23.2 23.2 NA 29.3
DCBI Delphos Citizens Bancorp Inc. 21.25% 21.25% 20.63% 41.25% 17.000 113.9 113.9 NA 17.7 17.7 NA 32.3
FTNB Fulton Bancorp Inc. 25.00% 28.75% 47.50% 65.00% 21.500 148.6 148.6 NA 38.4 38.4 NA 37.2
SSFC South Street Financial Corp. NA 25.00% 23.75% 41.25% 18.500 125.9 125.9 NA 25.7 25.7 NA 34.4
AFED AFSALA Bancorp Inc. 13.75% 13.13% 15.63% 20.00% 16.250 102.1 102.1 NA 17.7 17.7 NA 14.9
--------------------------------------------------------------------------------------------------------------------------
Q4 '96 Average 24.63% 26.66% 32.52% 40.89% 116.9 117.1 -- 21.6 21.6 -- 27.6
Median 25.00% 25.00% 35.00% 41.25% 113.9 114.6 -- 18.9 18.5 -- 29.3
--------------------------------------------------------------------------------------------------------------------------
CBES CBES Bancorp Inc. 26.25% 34.38% 32.50% 42.50% 17.750 103.9 103.9 NA 16.4 18.5 NA 19.1
WEHO Westwood Homestead Fin. Corp. 7.50% 6.25% 5.00% 21.25% 15.500 109.4 109.4 NA 32.3 32.3 NA 32.2
HBEI Home Bancorp of Elgin Inc. 18.13% 25.00% 26.25% 33.75% 18.000 131.1 131.1 NA 40.9 40.9 NA 35.0
PFFC Peoples Financial Corp. 8.75% 15.00% 27.50% 30.00% 16.875 106.9 106.9 NA 30.1 30.1 NA 29.1
PFED Park Bancorp Inc. 2.50% 4.38% 5.00% 20.00% 17.000 104.5 104.5 NA 21.3 25.0 NA 23.5
ANA Acadiana Bancshares Inc. 0.00% -2.08% 3.13% 15.63% 21.813 128.5 128.5 NA 21.0 21.0 NA 22.3
PWBK Pennwood Bancorp Inc. -5.00% -8.75% -3.75% 11.88% 16.750 111.3 111.3 NA 24.6 17.5 NA 19.4
MBSP Mitchell Bancorp Inc. NA 6.25% 10.00% 21.25% 17.125 111.3 111.3 NA 28.5 28.5 NA 48.3
OCFC Ocean Financial Corp. 6.25% 0.63% 5.00% 18.13% 34.250 125.2 125.2 NA 19.5 20.9 NA 20.4
HWEN Home Financial Bancorp 2.50% -1.25% 5.00% 20.00% 16.438 107.2 107.2 NA 20.6 27.4 NA 18.2
EGLB Eagle BancGroup Inc. 12.50% 12.50% 11.25% 30.00% 16.625 99.6 99.6 NA 29.7 41.6 NA 11.8
FLKY First Lancaster Bancshares 35.00% 33.75% 37.50% 38.75% 15.688 108.6 108.6 NA 24.5 24.5 NA 37.2
--------------------------------------------------------------------------------------------------------------------------
Q3 '96 Average 12.71% 14.01% 14.94% 25.26% 112.3 112.3 -- 25.8 27.3 -- 26.4
Median 7.50% 6.25% 7.50% 21.25% 109.0 109.0 -- 24.6 26.2 -- 22.9
--------------------------------------------------------------------------------------------------------------------------
PROV Provident Financial Holdings 9.70% 8.10% 1.25% 23.75% 19.938 114.8 114.8 48.6 20.8 38.3 55.4 15.9
PRBC Prestige Bancorp Inc. 3.75% 2.50% -2.50% 22.50% 17.000 103.0 103.0 33.3 15.7 15.7 19.5 11.5
WYNE Wayne Bancorp Inc. 11.25% 13.75% 12.50% 36.25% 24.750 150.6 150.6 46.7 22.9 22.9 22.3 20.1
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
------------------------------- --------------------------------------------------
Percent Change from IPO Current Price to
------------------------------- Current --------------------------------------------------
After After After After Stock Book Tang. LTM Core LTM
1 Day 1 Week 1 Month 3 Months Price Value Book Earnings Earnings EPS EPS Assets
Ticker Short Name (%) (%) (%) (%) 9/8/97 (%) (%) (X) (X) (X) (X) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DIME Dime Community Bancorp Inc. 16.87% 20.00% 18.75% 33.75% 19.313 132.5 153.8 20.6 23.0 28.4 19.7 19.2
MECH Mechanics Savings Bank 15.00% 15.00% 12.50% 45.00% 24.125 151.4 151.4 8.6 4.4 4.4 8.6 15.5
CNSB CNS Bancorp Inc. 10.00% 16.25% 15.00% 30.00% 17.500 117.9 117.9 64.8 31.3 31.3 35.7 29.4
LXMO Lexington B&L Financial Corp. -5.00% -2.50% 1.25% 0.63% 16.000 108.6 108.6 28.1 18.2 18.2 21.1 30.8
FFBH First Federal Bancshares of AR 30.00% 32.50% 36.90% 36.25% 21.188 129.5 129.5 24.4 18.3 23.0 18.6 19.4
CBK Citizens First Financial Corp. 5.00% 0.00% 1.25% -1.25% 18.125 112.3 112.3 64.7 28.3 32.4 33.6 17.3
RELI Reliance Bancshares Inc. 4.69% 3.13% -0.75% 3.13% 8.500 93.6 93.6 34.0 106.3 212.5 30.4 45.7
CATB Catskill Financial Corp. 3.75% 6.25% 3.75% 0.00% 16.250 107.8 107.8 19.8 19.4 19.4 20.1 27.0
YFCB Yonkers Financial Corporation -2.50% 1.25% -0.60% -2.50% 19.875 140.6 140.6 25.5 18.4 18.4 19.3 20.9
GSFC Green Street Financial Corp. 28.75% 22.50% 23.10% 30.60% 18.625 126.4 126.4 31.6 27.4 27.4 25.9 45.9
FFDF FFD Financial Corp. 5.00% 5.00% 3.10% 1.25% 14.750 101.7 101.7 NA 26.3 23.1 NA 25.2
AMFC AMB Financial Corp. 5.00% 5.00% 5.00% 5.00% 14.500 99.2 99.2 21.6 13.4 21.3 21.3 14.8
FBER 1st Bergen Bancorp 0.00% -5.00% -3.75% -7.50% 18.500 137.3 137.3 44.1 22.0 22.0 26.8 19.5
LONF London Financial Corporation 8.12% 6.25% 1.25% 3.10% 15.000 102.7 102.7 28.9 22.1 22.1 19.5 20.2
PHFC Pittsburgh Home Financial Corp 10.00% 10.00% 6.25% 1.90% 18.938 133.3 134.8 26.3 15.8 18.9 20.6 14.6
SSB Scotland Bancorp Inc 22.50% 25.00% 17.50% 23.75% 19.250 143.1 143.1 33.8 32.1 32.1 27.5 53.0
SSM Stone Street Bancorp Inc. 16.67% 20.00% 18.33% 12.50% 21.438 132.9 132.9 25.5 38.3 38.3 21.2 38.3
WHGB WHG Bancshares Corp. 11.25% 10.60% 12.50% 10.00% 15.750 111.2 111.2 45.0 23.2 23.2 27.2 23.0
--------------------------------------------------------------------------------------------------------------------------
Q2 '96 Average 11.66% 11.98% 10.74% 18.12% 121.4 122.5 33.8 26.1 33.0 24.7 25.1
Median 9.70% 8.10% 5.00% 10.00% 117.9 117.9 30.2 22.1 23.0 21.3 20.2
--------------------------------------------------------------------------------------------------------------------------
CRZY Crazy Woman Creek Bancorp NA 7.50% 5.00% 1.25% 14.500 98.8 98.8 25.4 19.1 18.1 20.7 25.5
PFFB PFF Bancorp Inc. 13.75% 16.25% 16.25% 11.25% 19.750 136.1 137.5 85.9 23.5 23.5 31.4 14.1
FCB Falmouth Co-Operative Bank 7.50% 12.50% 7.50% 3.75% 17.250 112.0 112.0 33.2 35.9 39.2 34.5 26.7
CFTP Community Federal Bancorp 26.25% 28.75% 26.25% 33.75% 17.250 123.6 123.6 27.4 28.8 28.8 22.7 38.2
GAF GA Financial Inc. 13.75% 15.00% 10.00% 10.00% 18.375 129.0 130.3 23.0 17.7 17.7 20.7 19.6
BYFC Broadway Financial Corp. 3.75% 2.50% 2.50% 3.75% 11.000 75.1 75.1 NA 17.2 17.2 26.8 7.5
LFBI Little Falls Bancorp Inc. 13.13% 13.75% 10.00% 8.10% 16.875 116.3 125.9 54.4 23.4 28.1 31.8 15.4
--------------------------------------------------------------------------------------------------------------------------
Q1 '96 Average 13.02% 13.75% 11.07% 10.26% 113.0 114.7 41.5 23.7 24.7 26.9 21.0
Median 13.44% 13.75% 10.00% 8.10% 116.3 123.6 30.3 23.4 23.5 26.8 19.6
--------------------------------------------------------------------------------------------------------------------------
1996 YTD Average 14.86% 16.25% 17.00% 24.10% 117.2 117.9 35.6 24.7 28.1 25.3 25.4
Median 11.25% 13.75% 12.50% 21.25% 112.9 113.9 30.2 22.1 23.1 22.3 22.3
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
1/1/96 to Average 21.14% 22.34% 23.65% 27.22% 116.7 117.4 35.6 24.7 27.8 25.3 25.8
--------------------------------------------------------------------------------------------------------------------------
9/8/97 Median 15.71% 16.57% 17.92% 30.00% 112.2 112.2 30.2 22.9 23.2 22.3 22.6
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
Exhibit 8
Ninth Ward Savings Bank
Pro-Forma Analysis Sheet - Six Months Ended
30-Jun-97
Includes SOP 93-6
Name of Association: Ninth Ward Savings Bank
Date of Letter to Association: 9/18/97
Date of Market Prices: 9/8/97
<TABLE>
<CAPTION>
Comparable All Publicly Recent Standard
Companies State Thrifts Traded Thrifts Conversion Thrifts
Ninth --------------- --------------- --------------- ------------------
Symbols Value Mean Median Mean Median Mean Median Mean Median
------- ----- ---- ------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Price-Earnings Ratio P/E
- --------------------
Last Twelve Months N/A
At Minimum of Range 33.90
At Midpoint of Range 35.09 36.57 28.98 11.10 11.10 29.59 23.05 23.70 23.20
At Maximum of Range 36.36
At SuperMaximum of Range 37.74
Price-Book Ratio P/B
- ----------------
Last Twelve Months N/A
At Minimum of Range 61.27%
At Midpoint of Range 65.88% 107.52% 99.63% 242.29% 242.29% 154.36% 142.29% 71.10% 71.90%
At Maximum of Range 69.78%
At SuperMaximum of Range 73.58%
Price-Tangible Book Ratio P/TB
- -------------------------
Last Twelve Months N/A
At Minimum of Range 61.27%
At Midpoint of Range 65.88% 107.62% 99.63% 244.23% 244.23% 160.81% 145.44% 71.10% 71.90%
At Maximum of Range 69.78%
At SuperMaximum of Range 73.58%
Price-Assets Ratio P/A
- ------------------
Last Twelve Months N/A
At Minimum of Range 6.27%
At Midpoint of Range 7.31% 16.82% 13.94% 12.61% 12.61% 17.84% 15.50% 17.10% 17.00%
At Maximum of Range 8.32%
At SuperMaximum of Range 9.47%
</TABLE>
1
<PAGE>
Valuation Parameters
Stub Period Earning Base Y
Six Months Ending June 30, 1997 $ 122 (1)
Pre-Conversion Book Value B
As of June 30, 1997 $ 6,087
Pre-Conversion Assets A
As of June 30, 1997 $112,545
Return on Money R 3.57%(2)
Conversion Expenses $ 507
X 5.79%(3)
Proceeds Not Invested $ 1,050 (4)
Estimated ESOP Borrowings $ 700
ESOP Purchases E 8.00%(5)
Cost of ESOP Borrowings $ 70 (5)
Cost of ESOP Borrowings S 0.00%(5)
Amort of ESOP Borrowings T 10 Years
Amort of MRP Amount N 5 Years
Estimated MRP Amount $ 350 (6)
MRP Purchases M 4.00%
MRP Expense $ 70
Foundation Amount $ --
Foundation Amount F 0.00%
Tax Rate TAX 37.00%
Percentage Sold PCT 100.00%
Tax Benefit Z $ 0
Earnings Multiplier 2.00
(1) Net income for the six months ended June 30, 1997
(2) Net Return assumes a reinvestment rate of 5.67 percent (the 1 year Treasury
at June 30, 1997), and a tax rate of 37%.
(3) Conversion expenses reflect estimated expenses as presented in the offering
document.
(4) Includes Stock from ESOP and MRP.
(5) Assumes ESOP is amortized straight line over ten years.
(6) Assumes MRP is amortized straight line over five years.
2
<PAGE>
Pro Forma Calculation
Calculation of Estimated Value (V) at Midpoint Value
3. V= P/E*Y = $875,000 ($210,601)
-----
1-P/E*PCT*((1-X-E-M-F)*R-(1-TAX)*E/T-(1-TAX)*M/N)
2. V= P/B*(B+Z) = $875,000 $8,747
---------
1-P/B*PCT*(1-X-E-M-F)
1. V= P/A*A = $875,000 $8,753
-----
1-P/A*PCT*(1-X-E-M-F)
<TABLE>
<CAPTION>
Full Exchange Conversion Implied
Total Price per Conversion --------------- --------------- Gross Exchange Exchange
Conclusion Shares Share Value Shares Percent Shares Percent Proceeds Value Ratio
- ---------- ------ --------- ---------- ------ ------- ------ ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Appraised Value - Midpoint 875 $10 $ 8,750 0 0.00% 875 100.00% $ 8,750 $0 #DIV/0!
Appraised Value - Minimum 744 $10 $ 7,440 0 0.00% 744 100.00% $ 7,440 $0 #DIV/0!
Appraised Value - Maximum 1,006 $10 $10,060 0 0.00% 1,006 100.00% $10,060 $0 #DIV/0!
Appraised Value - SuperMaximum* 1,157 $10 $11,570 0 0.00% 1,157 100.00% $11,570 $0 #DIV/0!
</TABLE>
* SuperMaximum is an overallotment option that is 15% above the maximum amount.
3
<PAGE>
Proforma Effect of Conversion Proceeds
As of June 30, 1997
(Dollars in Thousands)
---------------------------------------
Minimum Midpoint Maximum SuperMax
- -------------------------------------- ---------------------------------------
Conversion Proceeds
- --------------------------------------
Total Shares Offered 744 875 1,006 1,157
Conversion Shares Offered 744 875 1,006 1,157
Price Per Share $ 10 $ 10 $ 10 $ 10
---------------------------------------
Gross Proceeds $ 7,440 $ 8,750 $ 10,060 $ 11,570
Less: Est. Conversion Expenses $ 492 $ 507 $ 522 $ 540
---------------------------------------
Net Proceeds $ 6,948 $ 8,243 $ 9,538 $ 11,030
- --------------------------------------
Estimated Income from Proceeds
- --------------------------------------
Net Conversion Proceeds $ 6,948 $ 8,243 $ 9,538 $ 11,030
Less: ESOP Adjustment (3) $ 595 $ 700 $ 805 $ 926
Less: MRP Adjustment (3) $ 298 $ 350 $ 402 $ 463
---------------------------------------
Net Proceeds Reinvested $ 6,055 $ 7,193 $ 8,331 $ 9,641
Estimated Incremental Rate of Return 3.57% 3.57% 3.57% 3.57%
---------------------------------------
Estimated Incremental Return $ 432 $ 514 $ 595 $ 688
Less: Cost of ESOP (4) $ 0 $ 0 $ 0 $ 0
Less: Amortization of ESOP (7) $ 75 $ 88 $ 101 $ 117
Less: MRP Adjustment (7) $ 75 $ 88 $ 101 $ 117
---------------------------------------
Pro-forma Net Income $ 282 $ 338 $ 393 $ 454
Earnings Before Conversion $ 122 $ 122 $ 122 $ 122
---------------------------------------
Earnings Excluding Adjustment $ 404 $ 460 $ 515 $ 576
Earnings Adjustment (6) $ 0 $ 0 $ 0 $ 0
---------------------------------------
Earnings After Conversion $ 404 $ 460 $ 515 $ 576
- --------------------------------------
Pro-forma Net Worth
- --------------------------------------
Net Worth at June 30, 1997 $ 6,087 $ 6,087 $ 6,087 $ 6,087
Net Conversion Proceeds 6,948 8,243 9,538 11,030
Plus: MHC Adjustment (7) 0 0 0 0
Less: ESOP Adjustment (1) (595) (700) (805) (926)
Less: MRP Adjustment (2) (298) (350) (402) (463)
---------------------------------------
Pro-forma Net Worth $ 12,142 $ 13,280 $ 14,418 $ 15,728
- --------------------------------------
Pro-forma Tangible Net Worth
- --------------------------------------
Pro-forma Net Worth $ 12,142 $ 13,280 $ 14,418 $ 15,728
Less: Intangible (5) $ 0 $ 0 $ 0 $ 0
---------------------------------------
Pro-forma Tangible Net Worth $ 12,142 $ 13,280 $ 14,418 $ 15,728
- --------------------------------------
Pro-forma Assets
- --------------------------------------
Total Assets at June 30, 1997 $112,545 $112,545 $112,545 $112,545
Net Conversion Proceeds $ 6,948 $ 8,243 $ 9,538 $ 11,030
Plus: MHC Adjustment (7) 0 0 0 0
Less: ESOP Adjustment (1) (595) (700) (805) (926)
Less: MRP Adjustment (2) (298) (350) (402) (463)
---------------------------------------
Pro-forma Assets Excluding Adjustment 118,600 119,738 120,876 122,186
Plus: Adjustment (6) 0 0 0 0
---------------------------------------
Pro-forma Total Assets $118,600 $119,738 $120,876 $122,186
- --------------------------------------
Stockholder's Equity Per Share
- --------------------------------------
Net Worth at June 30, 1997 $ 8.18 $ 6.96 $ 6.05 $ 5.26
Estimated Net Proceeds $ 9.34 $ 9.42 $ 9.48 $ 9.53
Plus: MHC Adjustment $ 0.00 $ 0.00 $ 0.00 $ 0.00
Less: ESOP Stock ($ 0.80) ($ 0.80) ($ 0.80) ($ 0.80)
Less: MRP Stock ($ 0.40) ($ 0.40) ($ 0.40) ($ 0.40)
------ ------ ------ ------
Pro-forma Net Worth Per Share $16.32 $15.18 $14.33 $13.59
Less: Intangible $ 0.00 $ 0.00 $ 0.00 $ 0.00
------ ------ ------ ------
Pro-forma Tangible Net Worth Per Share $16.32 $15.18 $14.33 $13.59
- --------------------------------------
Net Earnings Per Share
- --------------------------------------
Historical Earnings Per Share (8) $ 0.18 $ 0.15 $ 0.13 $ 0.11
Incremental return Per Share (8) $ 0.63 $ 0.64 $ 0.64 $ 0.64
ESOP Adjustment Per Share (8) ($ 0.11) ($ 0.11) ($ 0.11) ($ 0.11)
MRP Adjustment Per Share (8) ($ 0.11) ($ 0.11) ($ 0.11) ($ 0.11)
Normalizing Adjustment Per Share $ 0.00 $ 0.00 $ 0.00 $ 0.00
------ ------ ------ ------
Proforma Earnings Per Share (8) $ 0.59 $ 0.57 $ 0.55 $ 0.53
- --------------------------------------
Shares Utilized
- --------------------------------------
Shares Utilized 687 809 929 1,069
- --------------------------------------
Pro-forma Ratios
- --------------------------------------
Price/EPS without Adjustment 33.90 35.09 36.36 37.74
Price/EPS with Adjustment 33.90 35.09 36.36 37.74
Price/Book Value per Share 61.27% 65.88% 69.78% 73.58%
Price/Tangible Book Value 61.27% 65.88% 69.78% 73.58%
Market Value/Assets 6.27% 7.31% 8.32% 9.47%
---------------------------------------
(1) ESOP Borrowings are deducted from net worth and assets, and amortized over
10 years.
(2) MRP Borrowings are omitted from net worth and assets, and amortized over 5
years.
(3) Consists of ESOP and MRP amortization.
(4),(5) Not applicable
(6) Not applicable
(7) ESOP and MRP are amortized over 10 and 5 years respectively, and tax
impacted at 37%.
(8) All EPS computations are done in accordance with SOP 93-6.
4
<PAGE>
Total Shares Offered 744 875 1,006 1,157
Price Per Share 10 10 10 10
---------------------------------------
Gross Proceeds 7,440 8,750 10,060 11,570
Estimated Insider Purchases 300 300 300 300
ESOP Purchases -595 -700 -805 -926
---------------------------------------
Proceeds to Base Fee On 7,145 8,350 9,555 10,944
Underwriters Percentage 1.25% 1.25% 1.25% 1.25%
---------------------------------------
Underwriters Fee 89 104 119 137
Advisory Fee 0 0 0 0
---------------------------------------
Total Underwriters Fee 89 104 119 137
All Other Expenses 403 403 403 403
---------------------------------------
Total Expense 492 507 522 540
Shares Outstanding 744 875 1,006 1,157
Less: New ESOP Adjustment 60 70 81 93
Less: Old ESOP Adjustment (1) 0 0 0 0
Plus: New SOP 93-6 ESOP Shares (2) 3 4 4 5
Plus: Old SOP 93-6 ESOP Shares (2) 0 0 0 0
----- ----- ----- -----
Shares for all EPS Calculations 687 809 929 1,069
0
0
0
0
Dilution of Stock Options 10.82%
Dilution of MRP 4.33%
Options Dilution
Shares utilized for Equity 818 963 1,107 1,273
New Net Worth $ 12,145 $ 13,283 $ 14,422 $ 15,732
New Tangible Net Worth $ 12,145 $ 13,283 $ 14,422 $ 15,732
New Net Worth Per Share 14.84 13.80 13.03 12.36
New Tangible Net Worth Per Share 14.84 13.80 13.03 12.36
MRP Dilution
Shares utilized for Equity 774 910 1,046 1,203
New Net Worth $ 12,143 $ 13,281 $ 14,419 $ 15,730
New Tangible Net Worth $ 12,143 $ 13,281 $ 14,419 $ 15,730
New Net Worth Per Share 15.69 14.59 13.78 13.07
New Tangible Net Worth Per Share 15.69 14.59 13.78 13.07
5
<PAGE>
Offering Circular Input
Proforma Effect of Conversion Proceeds
As of June 30, 1997
(Dollars in Thousands)
---------------------------------------
Minimum Midpoint Maximum SuperMax
- -------------------------------------- ---------------------------------------
Conversion Proceeds
- --------------------------------------
Total Shares Offered 744 875 1,006 1,157
Conversion Shares Offered 744 875 1,006 1,157
Price Per Share $ 10 $ 10 $ 10 $ 10
Gross Proceeds $ 7,440 $ 8,750 $10,060 $11,570
Less: Est. Conversion Expenses ($ 492) ($ 507) ($ 522) ($ 540)
Estimated Net Proceeds $ 6,948 $ 8,243 $ 9,538 $11,030
Less: ESOP Adjustment (3) ($ 595) ($ 700) ($ 805) ($ 926)
Less: MRP Adjustment (3) ($ 298) ($ 350) ($ 402) ($ 463)
Estimated Net Proceeds as adjusted $ 6,055 $ 7,193 $ 8,331 $ 9,641
- --------------------------------------
Consolidated Net Earnings
- --------------------------------------
Historical Earnings $ 122 $ 122 $ 122 $ 122
Proforma earnings on net proceeds $ 432 $ 514 $ 595 $ 688
Less: Proforma ESOP Adjustment (7) $ 75 $ 88 $ 101 $ 117
Less: Proforma MRP Adjustment (7) $ 75 $ 88 $ 101 $ 117
Proforma net earnings $ 404 $ 460 $ 515 $ 576
- --------------------------------------
Per Share Net Earnings
- --------------------------------------
Historical Earnings Per Share (8) $ 0.18 $ 0.15 $ 0.13 $ 0.11
Proforma Earnings on net Proceeds (8) $ 0.63 $ 0.64 $ 0.64 $ 0.64
ESOP Adjustment Per Share (8) ($ 0.11) ($ 0.11) ($ 0.11) ($ 0.11)
MRP Adjustment Per Share (8) ($ 0.11) ($ 0.11) ($ 0.11) ($ 0.11)
Proforma Earnings Per Share (8) $ 0.59 $ 0.57 $ 0.55 $ 0.53
- --------------------------------------
Stockholder's Equity
- --------------------------------------
Net Worth at June 30, 1997 $ 6,087 $ 6,087 $ 6,087 $ 6,087
Net Conversion Proceeds 6,948 8,243 9,538 11,030
Plus: MHC Adjustment (7) 0 0 0 0
Less: ESOP Adjustment (1) (595) (700) (805) (926)
Less: MRP Adjustment (2) (298) (350) (402) (463)
Pro-forma Net Worth $12,142 $13,280 $14,418 $15,728
- --------------------------------------
Stockholder's Equity Per Share
- --------------------------------------
Net Worth at June 30, 1997 $ 8.18 $ 6.96 $ 6.05 $ 5.26
Estimated Net Proceeds $ 9.34 $ 9.42 $ 9.48 $ 9.53
Plus: MHC Adjustment $ 0.00 $ 0.00 $ 0.00 $ 0.00
Less: ESOP Stock ($ 0.80) ($ 0.80) ($ 0.80) ($ 0.80)
Less: MRP Stock ($ 0.40) ($ 0.40) ($ 0.40) ($ 0.40)
------- ------- ------- -------
Pro-forma Net Worth Per Share $ 16.32 $ 15.18 $ 14.33 $ 13.59
Less: Intangible $ 0.00 $ 0.00 $ 0.00 $ 0.00
------- ------- ------- -------
Pro-forma Tangible Net Worth Per Share $ 16.32 $ 15.18 $ 14.33 $ 13.59
- --------------------------------------
Pro-forma Ratios
- --------------------------------------
Price/Book Value per Share 61.27% 65.88% 69.78% 73.58%
Price/EPS without Adjustment 33.90 35.09 36.36 37.74
---------------------------------------
For FinPro Use Only - Not In Offering Circular
- -------------------------------------- ---------------------------------------
Pro-forma Tangible Net Worth
- --------------------------------------
Pro-forma Net Worth $ 12,142 $ 13,280 $ 14,418 $ 15,728
Less: Intangible (5) $ 0 $ 0 $ 0 $ 0
Pro-forma Tangible Net Worth $ 12,142 $ 13,280 $ 14,418 $ 15,728
- --------------------------------------
Pro-forma Assets
- --------------------------------------
Total Assets at June 30, 1997 $112,545 $112,545 $112,545 $112,545
Net Conversion Proceeds $ 6,948 $ 8,243 $ 9,538 $ 11,030
Plus: MHC Adjustment (7) 0 0 0 0
Less: ESOP Adjustment (1) (595) (700) (805) (926)
Less: MRP Adjustment (2) (298) (350) (402) (463)
Pro-forma Assets Excluding Adjustment 118,600 119,738 120,876 122,186
Plus: Adjustment (6) 0 0 0 0
Pro-forma Total Assets $118,600 $119,738 $120,876 $122,186
Shares Utilized 687 809 929 1,069
Price/EPS with Adjustment 33.90 35.09 36.36 37.74
Price/Tangible Book Value 61.27% 65.88% 69.78% 73.58%
Market Value/Assets 6.27% 7.31% 8.32% 9.47%
---------------------------------------
6
<PAGE>
Exhibit 9
Ninth Ward Savings Bank
Pro-Forma Analysis Sheet with Foundation
Includes SOP 93-6
Name of Association: Ninth Ward Savings Bank
Date of Letter to Association: 9/18/97
Date of Market Prices: 9/8/97
<TABLE>
<CAPTION>
Comparable All Publicly Recent Standard
Companies State Thrifts Traded Thrifts Conversion Thrifts
Ninth --------------- --------------- --------------- ------------------
Symbols Value Mean Median Mean Median Mean Median Mean Median
------- ----- ---- ------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Price-Earnings Ratio P/E
- --------------------
Last Twelve Months N/A
At Minimum of Range 125.00
At Midpoint of Range 100.00 36.57 28.98 11.10 11.10 29.59 23.05 23.70 23.20
At Maximum of Range 83.33
At SuperMaximum of Range 76.92
Price-Book Ratio P/B
- ----------------
Last Twelve Months N/A
At Minimum of Range 61.88%
At Midpoint of Range 66.49% 107.52% 99.63% 242.29% 242.29% 154.36% 142.29% 71.10% 71.90%
At Maximum of Range 70.37%
At SuperMaximum of Range 74.13%
Price-Tangible Book Ratio P/TB
- -------------------------
Last Twelve Months N/A
At Minimum of Range 61.88%
At Midpoint of Range 66.49% 107.62% 99.63% 244.23% 244.23% 160.81% 145.44% 71.10% 71.90%
At Maximum of Range 70.37%
At SuperMaximum of Range 74.13%
Price-Assets Ratio P/A
- ------------------
Last Twelve Months N/A
At Minimum of Range 6.26%
At Midpoint of Range 7.30% 16.82% 13.94% 12.61% 12.61% 17.84% 15.50% 17.10% 17.00%
At Maximum of Range 8.31%
At SuperMaximum of Range 9.46%
</TABLE>
1
<PAGE>
Valuation Parameters
Twelve Mos. Earning Base Y
Period Ended December 31, 1996 $ (95)(1)
Pre-Conversion Book Value B
As of December 31, 1996 $ 5,958
Pre-Conversion Assets A
As of December 31, 1996 $112,683
Return on Money R 3.57%(2)
Conversion Expenses $ 500
X 5.71%(3)
Proceeds Not Invested $ 1,050 (4)
Estimated ESOP Borrowings $ 700
ESOP Purchases E 8.00%
Cost of ESOP Borrowings $ 70 (5)
Cost of ESOP Borrowings S 0.00%
Amort of ESOP Borrowings T 10 Years
Amort of MRP Amount N 5 Years
Estimated MRP Amount $ 350 (6)
MRP Purchases M 4.00%
MRP Expense $ 70
Foundation Amount $ -- (7)
Foundation Amount F 0.00% 0.00%
Foundation Opportunity Cost $ 0
Tax Benefit Z $ 0 (8)
Tax Rate TAX 37.00%
Percentage Sold PCT 100.00%
Amount to be Issued to Public $ 8,750 (9)
Earnings Multiplier 1.00
(1) The expenses of the Foundation are not considered.
(2) Net Return assumes a reinvestment rate of 5.67 percent (the 1 year Treasury
at June 30, 1997), and a tax rate of 37%.
(3) Conversion expenses reflect estimated expenses as presented in the offering
document.
(4) Includes Stock from ESOP and MRP
(5) Assumes ESOP is amortized straight line over ten years.
(6) Assumes MRP is amortized straight line over five years.
(7) Not applicable
(8) Not applicable
(9) The amount to be offered to public.
2
<PAGE>
Pro Forma Calculation
Calculation of Estimated Value (V) at Midpoint Value
3. V= P/E*Y = $8,750 $10,151
-----
1-P/E*PCT*((1-X-E-M-F)*R-(1-TAX)*E/T-(1-TAX)*M/N)
2. V= P/B*(B+Z) = $8,750 $8,747
---------
1-P/B*PCT*(1-X-E-M-F)
1. V= P/A*A = $8,750 $8,749
-----
1-P/A*PCT*(1-X-E-M-F)
<TABLE>
<CAPTION>
Pre-Foundation
- ---------------------------------------------------------------------------------------------------------------
Implied
Total Price per Total Exchange Conversion Exchange Gross Exchange
Conclusion Shares Share Value Shares Shares Ratio Proceeds Value
- ---------- ------ --------- ----- -------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Appraised Value - Midpoint 875 $10 $ 8,750 -- 875 #DIV/0! $ 8,750 $0
Appraised Value - Minimum 744 $10 $ 7,440 -- 744 #DIV/0! $ 7,440 $0
Appraised Value - Maximum 1,006 $10 $10,060 -- 1,006 #DIV/0! $10,060 $0
Appraised Value - SuperMaximum 1,157 $10 $11,570 -- 1,157 #DIV/0! $11,570 $0
</TABLE>
3
<PAGE>
Proforma Effect of Conversion Proceeds
As of March 31, 1996
(Dollars in Thousands)
---------------------------------------
Minimum Midpoint Maximum SuperMax
- -------------------------------------- ---------------------------------------
Conversion Proceeds
- --------------------------------------
Total Shares Offered 744 875 1,006 1,157
Conversion Shares Offered 744 875 1,006 1,157
Price Per Share $ 10 $ 10 $ 10 $ 10
---------------------------------------
Gross Proceeds $ 7,440 $ 8,750 $ 10,060 $ 11,570
Plus: Value issued to Foundation (9) 0 0 0 0
---------------------------------------
Pro Forma Market Capitalization $ 7,440 $ 8,750 $ 10,060 $ 11,570
=======================================
Gross Proceeds $ 7,440 $ 8,750 $ 10,060 $ 11,570
Less: Est. Conversion Expenses $ 485 $ 500 $ 515 $ 532
---------------------------------------
Net Cash Proceeds $ 6,955 $ 8,250 $ 9,545 $ 11,038
=======================================
Net Cash Proceeds $ 6,955 $ 8,250 $ 9,545 $ 11,038
Less: ESOP Adjustment (3) $ 595 $ 700 $ 805 $ 926
Less: MRP Adjustment (3) $ 298 $ 350 $ 402 $ 463
---------------------------------------
Net Proceeds Reinvested $ 6,062 $ 7,200 $ 8,338 $ 9,649
=======================================
Earnings Before Conversion $ (95) $ (95) $ (95) $ (95)
Estimated Incremental Return $ 217 $ 257 $ 298 $ 345
Less: Cost of ESOP (4) $ 0 $ 0 $ 0 $ 0
Less: Amortization of ESOP (7) $ 37 $ 44 $ 51 $ 58
Less: MRP Adjustment (8) $ 37 $ 44 $ 51 $ 58
---------------------------------------
Pro-forma Incremental Net Income $ 142 $ 169 $ 196 $ 228
---------------------------------------
Pro Forma Earnings Excluding Adjustment $ 47 $ 74 $ 102 $ 134
Earnings Adjustment $ 0 $ 0 $ 0 $ 0
---------------------------------------
Earnings After Conversion $ 47 $ 74 $ 102 $ 134
- --------------------------------------
Pro-forma Net Worth
- --------------------------------------
Net Worth at December 31, 1996 $ 5,958 $ 5,958 $ 5,958 $ 5,958
Net Conversion Proceeds $ 6,955 $ 8,250 $ 9,545 $ 11,038
Plus: MHC Adjustment $ 0 $ 0 $ 0 $ 0
Plus: After tax Foundation Contribution $ -- $ -- $ -- $ --
Less: ESOP Adjustment (1) (595) (700) (805) (926)
Less: MRP Adjustment (2) (298) (350) (402) (463)
---------------------------------------
Pro-forma Net Worth $ 12,020 $ 13,158 $ 14,296 $ 15,607
- --------------------------------------
Pro-forma Tangible Net Worth
- --------------------------------------
Pro-forma Net Worth $ 12,020 $ 13,158 $ 14,296 $ 15,607
Less: Intangible (5) $ 0 $ 0 $ 0 $ 0
---------------------------------------
Pro-forma Tangible Net Worth $ 12,020 $ 13,158 $ 14,296 $ 15,607
- --------------------------------------
Pro-forma Assets
- --------------------------------------
Total Assets at December 31, 1996 $112,683 $112,683 $112,683 $112,683
Net Conversion Proceeds $ 6,955 $ 8,250 $ 9,545 $ 11,038
Plus: MHC Adjustment $ 0 $ 0 $ 0 $ 0
Plus: Tax Benefit of Foundation $ 0 $ 0 $ 0 $ 0
Less: ESOP Adjustment (1) (595) (700) (805) (926)
Less: MRP Adjustment (2) (298) (350) (402) (463)
---------------------------------------
Pro-forma Assets Excluding Adjustment 118,745 119,883 121,021 122,332
Plus: Adjustment 0 0 0 0
---------------------------------------
Pro-forma Total Assets $118,745 $119,883 $121,021 $122,332
- --------------------------------------
Per Share Data
- --------------------------------------
Net Worth at December 31, 1996 $ 8.01 $ 6.81 $ 5.92 $ 5.15
Estimated Net Proceeds $ 9.35 $ 9.43 $ 9.49 $ 9.54
Plus: MHC Adjustment $ 0.00 $ 0.00 $ 0.00 $ 0.00
Plus: Foundation Contribution $ 0.00 $ 0.00 $ 0.00 $ 0.00
Less: ESOP Stock ($ 0.80) ($ 0.80) ($ 0.80) ($ 0.80)
Less: MRP Stock ($ 0.40) ($ 0.40) ($ 0.40) ($ 0.40)
------ ------ ------ ------
Pro-forma Net Worth Per Share $16.16 $15.04 $14.21 $13.49
Less: Intangible $ 0.00 $ 0.00 $ 0.00 $ 0.00
------ ------ ------ ------
Pro-forma Tangible Net Worth Per Share $16.16 $15.04 $14.21 $13.49
Historical Earnings Per Share (8) ($ 0.14) ($ 0.12) ($ 0.10) ($ 0.09)
Incremental return Per Share (8) $ 0.32 $ 0.32 $ 0.32 $ 0.32
ESOP Adjustment Per Share (8) ($ 0.05) ($ 0.05) ($ 0.05) ($ 0.05)
MRP Adjustment Per Share (8) ($ 0.05) ($ 0.05) ($ 0.05) ($ 0.05)
Earnings Adjustment (8) $ 0.00 $ 0.00 $ 0.00 $ 0.00
------ ------ ------ ------
Proforma Earnings Per Share (8) $ 0.08 $ 0.10 $ 0.12 $ 0.13
Shares Utilized 687 809 930 1,069
- --------------------------------------
Pro-forma Ratios
- --------------------------------------
Price/EPS without Adjustment 125.00 100.00 83.33 76.92
Price/EPS with Adjustment 125.00 100.00 83.33 76.92
Price/Book Value per Share 61.88% 66.49% 70.37% 74.13%
Price/Tangible Book Value 61.88% 66.49% 70.37% 74.13%
Market Value/Assets 6.26% 7.30% 8.31% 9.46%
---------------------------------------
(1) ESOP Borrowings are deducted from net worth and assets, and amortized over
10 years.
(2) MRP Borrowings are omitted from net worth and assets, and amortized over 5
years.
(3) Consists of ESOP and MRP amortization.
(4) The ESOP loan is from Holding Company and therefore, there are no costs.
(5) Not applicable
(6) Not applicable
(7) ESOP and MRP are amortized over 10 and 5 years respectively, and tax
impacted at 37%.
(8) All EPS computations are done in accordance with SOP 93-6.
(9) Not applicable
4
<PAGE>
Total Shares Offered 744 875 1,006 1,157
Price Per Share 10 10 10 10
---------------------------------------
Gross Proceeds 7,440 8,750 10,060 11,570
Estimated Insider Purchases -300 -300 -300 -300
ESOP Purchases -595 -700 -805 -926
---------------------------------------
Proceeds to Base Fee On 6,545 7,750 8,955 10,344
Underwriters Percentage 1.25% 1.25% 1.25% 1.25%
---------------------------------------
Underwriters Fee 82 97 112 129
Advisory Fee 0 0 0 0
---------------------------------------
Total Underwriters Fee 82 97 112 129
All Other Expenses 403 403 403 403
---------------------------------------
Total Expense 485 500 515 532
Shares Outstanding 744 875 1,006 1,157
Less: New ESOP Adjustment 60 70 80 93
Less: Old ESOP Adjustment 0 0 0 0
Plus: New SOP 93-6 ESOP Shares 3 4 4 5
Plus: Old SOP 93-6 ESOP Shares 0 0 0 0
----- ----- ----- -----
Shares for all EPS Calculations 687 809 930 1,069
0
0
Dilution of Stock Options 10.82%
Dilution of MRP 4.33%
5
<PAGE>
Exhibit 10
Ninth Ward Savings Bank
Pro-Forma Analysis Sheet - Twelve Months Ended
30-Jun-97
Includes SOP 93-6
Name of Association: Ninth Ward Savings Bank
Date of Letter to Association: 9/18/97
Date of Market Prices: 9/8/97
<TABLE>
<CAPTION>
Comparable All Publicly Recent Standard
Companies State Thrifts Traded Thrifts Conversion Thrifts
Ninth --------------- --------------- --------------- ------------------
Symbols Value Mean Median Mean Median Mean Median Mean Median
------- ----- ---- ------ ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Price-Earnings Ratio P/E
- --------------------
Last Twelve Months N/A
At Minimum of Range 15.87
At Midpoint of Range 17.24 36.57 28.98 11.10 11.10 29.59 23.05 23.70 23.20
At Maximum of Range 18.87
At SuperMaximum of Range 20.00
Price-Book Ratio P/B
- ----------------
Last Twelve Months N/A
At Minimum of Range 61.24%
At Midpoint of Range 65.83% 107.52% 99.63% 242.29% 242.29% 154.36% 142.29% 71.10% 71.90%
At Maximum of Range 69.74%
At SuperMaximum of Range 73.53%
Price-Tangible Book Ratio P/TB
- -------------------------
Last Twelve Months N/A
At Minimum of Range 61.24%
At Midpoint of Range 65.83% 107.62% 99.63% 244.23% 244.23% 160.81% 145.44% 71.10% 71.90%
At Maximum of Range 69.74%
At SuperMaximum of Range 73.53%
Price-Assets Ratio P/A
- ------------------
Last Twelve Months N/A
At Minimum of Range 6.27%
At Midpoint of Range 7.31% 16.82% 13.94% 12.61% 12.61% 17.84% 15.50% 17.10% 17.00%
At Maximum of Range 8.32%
At SuperMaximum of Range 9.47%
</TABLE>
1
<PAGE>
Valuation Parameters
Twelve Mos. Earning Base Y
Period Ended June 30, 1997 $ (14)(1)
Pre-Conversion Book Value B
As of June 30, 1997 $ 6,087
Pre-Conversion Assets A
As of June 30, 1997 $112,545
Return on Money R 3.57%(2)
Conversion Expenses $ 500
X 5.71%(3)
Proceeds Not Invested $ 1,050 (4)
Estimated ESOP Borrowings $ 700
ESOP Purchases E 8.00%(5)
Cost of ESOP Borrowings $ 70 (5)
Cost of ESOP Borrowings S 0.00%(5)
Amort of ESOP Borrowings T 10 Years
Amort of MRP Amount N 5 Years
Estimated MRP Amount $ 350 (6)
MRP Purchases M 4.00%
MRP Expense $ 70
Foundation Amount $ --
Foundation Amount F 0.00%
Tax Rate TAX 37.00%
Percentage Sold PCT 100.00%
Tax Benefit Z $ 0
Earnings Multiplier 1.00
(1) Net income for the twelve months ended June 30, 1997
(2) Net Return assumes a reinvestment rate of 5.67 percent (the 1 year Treasury
at June 30, 1997), and a tax rate of 37%.
(3) Conversion expenses reflect estimated expenses as presented in the offering
document.
(4) Includes Stock from ESOP and MRP.
(5) Assumes ESOP is amortized straight line over ten years.
(6) Assumes MRP is amortized straight line over five years.
Pro Forma Calculation
Calculation of Estimated Value (V) at Midpoint Value
3. V= P/E*Y = $8,750,000
-----
1-P/E*PCT*((1-X-E-M-F)*R-(1-TAX)*E/T-(1-TAX)*M/N)
2. V= P/B*(B+Z) = $8,750,000
---------
1-P/B*PCT*(1-X-E-M-F)
1. V= P/A*A = $8,750,000
-----
1-P/A*PCT*(1-X-E-M-F)
<TABLE>
<CAPTION>
Full Exchange Conversion
Total Price per Conversion --------------- --------------- Gross Exchange Exchange
Conclusion Shares Share Value Shares Percent Shares Percent Proceeds Value Ratio
- ---------- ------ --------- ---------- ------ ------- ------ ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Appraised Value - Midpoint 875 $10 $ 8,750 0 0.00% 875 100.00% $ 8,750 $0 #DIV/0!
Appraised Value - Minimum 744 $10 $ 7,440 0 0.00% 744 100.00% $ 7,440 $0 #DIV/0!
Appraised Value - Maximum 1,006 $10 $10,060 0 0.00% 1,006 100.00% $10,060 $0 #DIV/0!
Appraised Value - SuperMaximum* 1,157 $10 $11,570 0 0.00% 1,157 100.00% $11,570 $0 #DIV/0!
</TABLE>
* SuperMaximum is an overallotment option that is 15% above the maximum amount.
2
<PAGE>
Proforma Effect of Conversion Proceeds
As of June 30, 1997
(Dollars in Thousands)
---------------------------------------
Minimum Midpoint Maximum SuperMax
- -------------------------------------- ---------------------------------------
Conversion Proceeds
- --------------------------------------
Total Shares Offered 744 875 1,006 1,157
Conversion Shares Offered 744 875 1,006 1,157
Price Per Share $ 10 $ 10 $ 10 $ 10
---------------------------------------
Gross Proceeds $ 7,440 $ 8,750 $ 10,060 $ 11,570
Less: Est. Conversion Expenses $ 485 $ 500 $ 515 $ 532
---------------------------------------
Net Proceeds $ 6,955 $ 8,250 $ 9,545 $ 11,038
- --------------------------------------
Estimated Income from Proceeds
- --------------------------------------
Net Conversion Proceeds $ 6,955 $ 8,250 $ 9,545 $ 11,038
Less: ESOP Adjustment (3) $ 595 $ 700 $ 805 $ 926
Less: MRP Adjustment (3) $ 298 $ 350 $ 402 $ 463
---------------------------------------
Net Proceeds Reinvested $ 6,062 $ 7,200 $ 8,338 $ 9,649
Estimated Incremental Rate of Return 3.57% 3.57% 3.57% 3.57%
---------------------------------------
Estimated Incremental Return $ 216 $ 257 $ 298 $ 344
Less: Cost of ESOP (4) $ 0 $ 0 $ 0 $ 0
Less: Amortization of ESOP (7) $ 37 $ 44 $ 51 $ 58
Less: MRP Adjustment (7) $ 38 $ 44 $ 51 $ 58
---------------------------------------
Pro-forma Net Income $ 141 $ 169 $ 196 $ 228
Earnings Before Conversion $ (14) $ (14) $ (14) $ (14)
---------------------------------------
Earnings Excluding Adjustment $ 127 $ 155 $ 182 $ 214
Earnings Adjustment (6) $ 310 $ 310 $ 310 $ 310
---------------------------------------
Earnings After Conversion $ 437 $ 465 $ 492 $ 524
- --------------------------------------
Pro-forma Net Worth
- --------------------------------------
Net Worth at June 30, 1997 $ 6,087 $ 6,087 $ 6,087 $ 6,087
Net Conversion Proceeds $ 6,955 $ 8,250 $ 9,545 $ 11,038
Plus: MHC Adjustment (7) $ 0 $ 0 $ 0 $ 0
Less: ESOP Adjustment (1) (595) (700) (805) (926)
Less: MRP Adjustment (2) (298) (350) (402) (463)
---------------------------------------
Pro-forma Net Worth $ 12,149 $ 13,287 $ 14,425 $ 15,736
- --------------------------------------
Pro-forma Tangible Net Worth
- --------------------------------------
Pro-forma Net Worth $ 12,149 $ 13,287 $ 14,425 $ 15,736
Less: Intangible (5) $ 0 $ 0 $ 0 $ 0
---------------------------------------
Pro-forma Tangible Net Worth $ 12,149 $ 13,287 $ 14,425 $ 15,736
- --------------------------------------
Pro-forma Assets
- --------------------------------------
Total Assets at June 30, 1997 $112,545 $112,545 $112,545 $112,545
Net Conversion Proceeds $ 6,955 $ 8,250 $ 9,545 $ 11,038
Plus: MHC Adjustment (7) $ 0 $ 0 $ 0 $ 0
Less: ESOP Adjustment (1) (595) (700) (805) (926)
Less: MRP Adjustment (2) (298) (350) (402) (463)
---------------------------------------
Pro-forma Assets Excluding Adjustment 118,607 119,745 120,883 122,194
Plus: Adjustment 0 0 0 0
---------------------------------------
Pro-forma Total Assets $118,607 $119,745 $120,883 $122,194
- --------------------------------------
Stockholder's Equity Per Share
- --------------------------------------
Net Worth at June 30, 1997 $ 8.18 $ 6.96 $ 6.05 $ 5.26
Estimated Net Proceeds $ 9.35 $ 9.43 $ 9.49 $ 9.54
Plus: MHC Adjustment $ 0.00 $ 0.00 $ 0.00 $ 0.00
Less: ESOP Stock ($ 0.80) ($ 0.80) ($ 0.80) ($ 0.80)
Less: MRP Stock ($ 0.40) ($ 0.40) ($ 0.40) ($ 0.40)
------ ------ ------ ------
Pro-forma Net Worth Per Share $16.33 $15.19 $14.34 $13.60
Less: Intangible $ 0.00 $ 0.00 $ 0.00 $ 0.00
------ ------ ------ ------
Pro-forma Tangible Net Worth Per Share $16.33 $15.19 $14.34 $13.60
- --------------------------------------
Net Earnings Per Share
- --------------------------------------
Historical Earnings Per Share (8) ($ 0.02) ($ 0.02) ($ 0.02) ($ 0.01)
Incremental return Per Share (8) $ 0.31 $ 0.32 $ 0.32 $ 0.32
ESOP Adjustment Per Share (8) ($ 0.05) ($ 0.05) ($ 0.05) ($ 0.05)
MRP Adjustment Per Share (8) ($ 0.06) ($ 0.05) ($ 0.05) ($ 0.05)
Normalizing Adjustment Per Share $ 0.45 $ 0.38 $ 0.33 $ 0.29
------ ------ ------ ------
Proforma Earnings Per Share (8) $ 0.63 $ 0.58 $ 0.53 $ 0.50
- --------------------------------------
Shares Utilized
- --------------------------------------
Shares Utilized 687 809 929 1,069
- --------------------------------------
Pro-forma Ratios
- --------------------------------------
Price/EPS without Adjustment 15.87 17.24 18.87 20.00
Price/EPS with Adjustment 15.87 17.24 18.87 20.00
Price/Book Value per Share 61.24% 65.83% 69.74% 73.53%
Price/Tangible Book Value 61.24% 65.83% 69.74% 73.53%
Market Value/Assets 6.27% 7.31% 8.32% 9.47%
---------------------------------------
(1) ESOP Borrowings are deducted from net worth and assets, and amortized over
10 years.
(2) MRP Borrowings are omitted from net worth and assets, and amortized over 5
years.
(3) Consists of ESOP and MRP amortization.
(4),(5) Not applicable
(6) Earnings were adjusted for one time SAIF assessment of $493 thousand tax
impacted 37%.
(7) ESOP and MRP are amortized over 10 and 5 years respectively, and tax
impacted at 37%.
(8) All EPS computations are done in accordance with SOP 93-6.
3
<PAGE>
Total Shares Offered 744 875 1,006 1,157
Price Per Share 10 10 10 10
---------------------------------------
Gross Proceeds 7,440 8,750 10,060 11,570
Estimated Insider Purchases -300 -300 -300 -300
ESOP Purchases -595 -700 -805 -926
---------------------------------------
Proceeds to Base Fee On 6,545 7,750 8,955 10,344
Underwriters Percentage 1.25% 1.25% 1.25% 1.25%
---------------------------------------
Underwriters Fee 82 97 112 129
Advisory Fee 0 0 0 0
---------------------------------------
Total Underwriters Fee 82 97 112 129
All Other Expenses 403 403 403 403
---------------------------------------
Total Expense 485 500 515 532
Shares Outstanding 744 875 1,006 1,157
Less: New ESOP Adjustment 60 70 81 93
Less: Old ESOP Adjustment (1) 0 0 0 0
Plus: New SOP 93-6 ESOP Shares (2) 3 4 4 5
Plus: Old SOP 93-6 ESOP Shares (2) 0 0 0 0
----- ----- ----- -----
Shares for all EPS Calculations 687 809 929 1,069
Dilution of Stock Options 10.82%
Dilution of MRP 4.33%
4
<PAGE>
Exhibit 11
[LOGO OMITTED]
- ------------------------
About the Firm
- ------------------------
FinPro, Inc. was established in 1988 as a full service management consulting
firm specializing in providing advisory services to the Financial Institutions
Industry. FinPro provides management advisory services for Banks, Thrifts,
Finance Companies and NonBank Banks. Additionally, FinPro has performed work for
the Federal Bankruptcy Court, Federal Deposit Insurance Corporation, Office of
Thrift Supervision and the Resolution Trust Corporation. FinPro is recognized as
an expert in banking and in loan analysis by the Federal Bankruptcy Court.
FinPro is independently owned, not associated or affiliated with any transaction
oriented firm. This provides FinPro with an unbiased platform from which to make
analytical recommendations. FinPro believes that a client deserves to be told
all of the alternatives, along with their associated benefits and downsides and
that a decision should be made on its merits. This uniquely positions FinPro as
an objective third party willing to suggest the unpopular strategies, unlike its
competitors who rely on a transaction to get paid.
FinPro is headquartered in Liberty Corner, New Jersey and has a branch office in
Buffalo, New York. FinPro focuses geographically on the Mid-Atlantic region, but
has performed work in all other regions across the nation.
FinPro principals are frequent speakers and presenters at financial institution
trade association functions. In addition, FinPro designed the Statistical Report
Analysis currently produced quarterly by the New Jersey Savings League for its
members. FinPro also hosts a tri-annual President's Breakfast for Presidents of
New Jersey Community Banks.
FinPro maintains a library of databases encompassing bank and thrift capital
markets data, census data, branch deposit data, national peer data, market
research data along with many other related topics. As such, FinPro can provide
quick, current and precise analytical assessments based on timely data. In
addition, FinPro's geographic mapping capabilities give it a unique capability
to thematically illustrate multiple issues and to provide targeted marketing
opportunities to its clients.
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FinPro, Inc.
About the Firm Page: 2
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FinPro has also designed and built PC-based software programs to utilize as
tools in its work. Examples include:
o A proprietary software program (LaRS (R)) to perform loan review
analytics.
o A duration based asset/liability model.
o A five year strategic planning, three year business planning, and one
year budgetary model that completely simulates an entire institution.
o A branch and product profitability model.
o A market performance grid and branch improvement grid model.
Using systems such as these, FinPro provides state-of-the-art end products in
all of its product and service areas.
<PAGE>
FinPro, Inc.
About the Firm Page: 3
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Key Player Biographies
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Donald J. Musso - Managing Director and President
Donald founded FinPro, Inc. in 1987 as a consulting and investment banking
firm located in New Jersey that specializes in providing advisory services
to the financial institutions industry. Mr. Musso has a broad background in
capital markets, bank valuations, enhancing franchise value, corporate
finance, mergers and acquisitions, asset/liability management, strategic
planning, market feasibility and differentiation, branch acquisition,
sales, consolidation and profitability, financial modeling and analysis,
balance sheet restructuring, product and segment profitability, business
development and project management. Besides his consulting experience, he
has solid industry experience, having worked for two $10 billion plus east
coast financial institutions.
Mr. Musso has provided expert testimony on financial institutions matters
for the Federal Bankruptcy Court, the Office of Thrift Supervision and the
United States Attorney's Office.
He is a frequent speaker on Financial Institution related topics and has
assisted trade groups in various activities.
Prior to establishing FinPro, Donald had direct industry experience having
managed the Corporate Planning and Mergers and Acquisitions departments for
Meritor Financial Group, a $20 billion institution in Philadelphia. Before
that, he had responsibility for the banking, thrift and real estate
consulting practice in the State of New Jersey for Deloitte Haskins &
Sells.
Donald has a B.S. in Finance from Villanova University and a M.B.A. in
Finance from Fairleigh Dickenson University.
<PAGE>
FinPro, Inc.
About the Firm Page: 4
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Steven P. Musso - Managing Director
Steve joined FinPro in 1989 and is one of the founding members of the firm.
He has extensive experience in performing a wide array of market
feasibility studies, branch profitability analysis, CRA analysis, loan
reviews and work-outs and strategic planning engagements.
Steve manages the FinPro office in Western New York. Additionally, he is
responsible for managing many strategic planning, loan reviews, market
feasibility and CRA engagements.
Steve is responsible for the development of FinPro's CRA, market
feasibility and Loan Review products.
Steve is currently a licensed real estate agent in New Jersey. Prior to
joining FinPro he practiced real estate in Philadelphia, Pennsylvania.
Mr. Musso has a B.S. in Finance from Syracuse University.
<PAGE>
FinPro, Inc.
About the Firm Page: 5
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Kenneth G. Emerson, CPA - Director
Ken joined FinPro in October 1996 and has concentrated on bank valuations,
strategic plans, and branch profitability. His twelve years of experience
at banks and brokerage firms, with respect to accounting, reporting, and
information systems serve him well in this capacity. Ken's prior employers
include Summit Bancorp, Valley Savings Bank, Howard Savings Bank, Carteret
Mortgage Company, CIT Data Corp., and Mahler & Emerson Inc. While at those
institutions his responsibilities included asset/liability, cash, back
office, operations, objective, and LAN management, in addition to
regulatory reporting (FRB, FDIC, OTS, State of New Jersey Department of
Banking, and NASD), SEC reporting, shareholder reporting, budgeting,
acquisitions, sales, conversions, interfaces, and FASB implementation.
Mr. Emerson has a B.A. in Accounting from Franklin & Marshall College.
<PAGE>
FinPro, Inc.
About the Firm Page: 6
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Dennis E. Gibney - Senior Financial Analyst
Dennis has been concentrating on the firm's asset/liability products.
Market feasibility, competitive analysis, branch profitability and branch
sales/acquisitions are other areas of specialization.
Dennis joined the firm in June of 1996. He received a B.S. from Babson
College with a triple-major in Finance, Investments and Economics. Prior to
joining the firm, Dennis received broad based experience in the securities
industry.
Dennis worked for Merrill Lynch & Co. supporting their Mortgage-Backed
trading desk in New York as an Allocations Specialist and for Sandler
O'Neill & Partners, where he provided sales and trade support.
<PAGE>
September 18, 1997
Board of Trustees
Ninth Ward Savings Bank
400 Delaware Avenue
Wilmington, Delaware 19801
Dear Board Members:
We hereby consent to the use of our firm's name, FinPro, Inc. ("FinPro") in the
Application for Conversion on Form 86-AC filed by Ninth Ward Savings Bank, and
any amendments thereto, for permission to convert to a stock savings institution
and references to the Conversion Valuation Appraisal Report ("Report") and the
valuation of Ninth Ward Savings Bank provided by FinPro, and our opinion
regarding subscription rights filed as an exhibit to the applications referred
to below. We also consent to the use of our firm's name and the inclusion of,
summary of and references to our Report in the Form SB-2 Registration Statement
filed by Delaware First Financial Corporation and any amendments thereto, the
Application for Conversion on Form 86-AC filed by Ninth Ward Savings Bank, and
any amendments thereto, and the notice and Application for Conversion for Ninth
Ward Savings Bank, Wilmington, Delaware filed by Ninth Ward Savings Bank and any
amendments thereto.
Very Truly Yours,
FinPro, Inc.
Donald J. Musso
Liberty Corner, New Jersey
September 18, 1997
<PAGE>
September 17, 1997
Board of Trustees
Ninth Ward Savings Bank
400 Delaware Avenue
Wilmington, Delaware 19801
Dear Board Members:
All capitalized terms not otherwise defined in this letter have the meanings
given such terms in the Plan of Conversion, as amended (the "Plan") adopted by
the Board of Trustees of Ninth Ward Savings Bank (the "Bank"), whereby the Bank
will convert from a Federal mutual savings bank to a Federal stock savings bank
and issue all of the Bank's outstanding capital stock to Delaware First
Financial Corporation. (the "Company"). Simultaneously, the Company will issue
shares of common stock.
We understand that in accordance with the Plan, Subscription Rights to purchase
shares of the Conversion Stock are to be issued to (i) Eligible Account Holders;
and (ii) the ESOP; together collectively referred to as the "Recipients". Based
solely on our observation that the Subscription Rights will be available to such
Recipients without cost, will be legally non-transferable and of short duration,
and will afford the Recipients the right only to purchase shares of Conversion
Stock at the same price as will be paid by members of the general public in the
Community Offering, but without undertaking any independent investigation of
state or federal law or the position of the Internal Revenue Service with
respect to this issue, we are of the belief that:
the Subscription Rights will have no ascertainable market value; and
the price at which the Subscription Rights are excercisable will not be
more or less than the pro forma market value of the shares upon issuance.
Changes in the local and national economy, the legislative and regulatory
environment, the stock market, interest rates, and other external forces (such
as natural disasters or significant world events) may occur from time to time,
often with great unpredictability and may materially impact the value of thrift
stocks as a whole or the Company's value alone. Accordingly, no assurance can be
given that persons who subscribe to shares of Conversion Stock in the conversion
will thereafter be able to buy or sell such shares at the same price paid in the
Subscription Offering.
Very Truly Yours,
FinPro, Inc.
Donald J. Musso
President
