UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
FORM 10 - QSB
----
X QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
---- ACT OF 1934
For the quarterly period ended September 30, 2000
----
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT
For the transition period from to
Commission File Number 0-23765
-------
SFSB HOLDING COMPANY
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23 - 2934332
------------ ------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
900 Saxonburg Boulevard, Pittsburgh, Pennsylvania, 15223
--------------------------------------------------------------------------------
(Address of principal executive offices)
(Registrant's telephone number, including area code) (412) 487 - 4200
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
Class: Common Stock, par value $.10 per share
Outstanding at November 8, 2000: 635,305
<PAGE>
SFSB HOLDING COMPANY
INDEX
<TABLE>
<CAPTION>
Page
Number
---------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (Unaudited) as of 3
September 30, 2000 and December 31, 1999
Consolidated Statement of Income (Unaudited)
for the Nine Months ended September 30, 2000 and 1999 4
Consolidated Statement of Income (Unaudited)
for the Three Months ended September 30, 2000 and 1999 5
Consolidated Statement of Changes in Stockholders' Equity
(Unaudited) for the Nine Months ended September 30,
2000 6
Consolidated Statement of Cash Flows (Unaudited)
for the Nine Months ended September 30, 2000 and 1999 7
Notes to Unaudited Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Default Upon Senior Securities 13
Item 4. Submissions of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8 - K 13
SIGNATURES 14
</TABLE>
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
-------------- -------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 499,142 $ 908,791
Interest-bearing deposits in other banks 3,457,959 4,156,884
-------------- -------------
Cash and cash equivalents 3,957,101 5,065,675
Certificates of deposit in other banks 297,000 1,056,306
Investment securities available for sale 3,148,661 2,960,757
Investment securities held to maturity (market
value of $8,834,881 and $9,446,780) 9,263,171 9,990,854
Mortgage-backed securities available for sale 1,437,726 1,774,691
Mortgage-backed securities held to maturity (market
value of $10,956,218 and $9,979,691) 10,986,206 10,277,109
Loans receivable (net of allowance for loan losses
of $142,873 and $138,193) 18,044,212 15,516,919
Accrued interest receivable 338,582 412,178
Premises and equipment 1,379,468 1,444,866
Federal Home Loan Bank stock 256,500 245,600
Other assets 184,101 58,531
-------------- -------------
TOTAL ASSETS $ 49,292,728 $ 48,803,486
============== =============
LIABILITIES
Deposits $ 39,713,674 $ 39,411,665
Advances by borrowers for taxes and insurance 49,988 112,058
Accrued interest payable and other liabilities 599,268 388,937
-------------- -------------
TOTAL LIABILITIES 40,362,930 39,912,660
-------------- -------------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY
Preferred stock, no par value; 1,000,000 shares
authorized; none issued and outstanding - -
Common stock, par value $.10 per share; 4,000,000
shares authorized; 726,005 issued 72,600 72,600
Additional paid-in capital 6,680,924 6,695,656
Retained earnings - substantially restricted 3,244,761 3,180,278
Accumulated other comprehensive income 394,953 308,907
Unallocated shares held by Employee Stock
Ownership Plan (ESOP) (421,080) (464,640)
Unallocated shares held by Restricted Stock Plan (RSP) (202,342) (232,413)
Treasury stock (90,700 at cost) (840,018) (669,562)
-------------- -------------
TOTAL STOCKHOLDERS' EQUITY 8,929,798 8,890,826
-------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 49,292,728 $ 48,803,486
============== =============
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
Nine Months Ended September 30,
2000 1999
-------------- -------------
<S> <C> <C>
INTEREST INCOME
Loans receivable $ 979,138 $ 858,853
Interest-bearing deposits in other banks 187,289 323,187
Investment securities
Taxable 581,654 412,491
Exempt from federal income tax 34,574 50,229
Mortgage-backed securities 641,404 599,311
-------------- -------------
Total interest income 2,424,059 2,244,071
-------------- -------------
INTEREST EXPENSE
Deposits 1,231,383 1,144,638
-------------- -------------
NET INTEREST INCOME 1,192,676 1,099,433
Provision for loan losses 11,000 9,000
-------------- -------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,181,676 1,090,433
-------------- -------------
NONINTEREST INCOME
Service fees on deposit accounts 91,433 93,209
Investment securities gains, net - 16,058
Other 21,427 16,628
-------------- -------------
Total noninterest income 112,860 125,895
-------------- -------------
NONINTEREST EXPENSE
Compensation and employee benefits 605,463 597,222
Occupancy and equipment 152,541 179,148
Data processing 166,264 171,335
Professional services 59,341 70,020
Other 150,077 164,827
-------------- -------------
Total noninterest expense 1,133,686 1,182,552
-------------- -------------
Income before income taxes 160,850 33,776
Income taxes 4,490 1,336
-------------- -------------
NET INCOME 156,360 32,440
============== =============
EARNINGS PER SHARE:
Basic $ 0.28 $ 0.05
Diluted 0.28 0.05
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 564,779 638,299
Diluted 564,779 646,556
</TABLE>
See accompanying notes to the consolidated financial statements.
4
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
Three Months Ended September 30,
2000 1999
-------------- -------------
<S> <C> <C>
INTEREST INCOME
Loans receivable $ 351,100 $ 296,347
Interest-bearing deposits in other banks 56,277 71,216
Investment securities
Taxable 195,794 176,930
Exempt from federal income tax 10,481 14,303
Mortgage-backed securities 215,422 216,800
-------------- -------------
Total interest income 829,074 775,596
-------------- -------------
INTEREST EXPENSE
Deposits 419,776 395,286
-------------- -------------
NET INTEREST INCOME 409,298 380,310
Provision for loan losses 4,500 3,000
-------------- -------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 404,798 377,310
-------------- -------------
NONINTEREST INCOME
Service fees on deposit accounts 31,842 33,236
Investment securities loss, net - (1,082)
Other 5,168 3,552
-------------- -------------
Total noninterest income 37,010 35,706
-------------- -------------
NONINTEREST EXPENSE
Compensation and employee benefits 211,569 206,023
Occupancy and equipment 52,906 61,985
Data processing 55,454 57,025
Professional services 11,584 14,611
Other 49,883 57,299
-------------- -------------
Total noninterest expense 381,396 396,943
-------------- -------------
Income before income taxes 60,412 16,073
Income taxes 4,490 1,336
-------------- -------------
NET INCOME 55,922 14,737
============== =============
EARNINGS PER SHARE:
Basic $ 0.10 $ 0.02
Diluted 0.10 0.02
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 551,211 630,558
Diluted 551,211 638,613
</TABLE>
See accompanying notes to the consolidated financial statements.
5
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Accumu-
lated Unallo- Unallo-
Other cated cated Total
Additional Compre- Shares Shares Stock-
Common Paid-in Retained hensive Held by Held by Treasury holders'
Stock Capital Earnings Income ESOP RSP Stock Equity
------- ---------- ---------- -------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $72,600 $6,695,656 $3,180,278 $308,907 $(464,640) $(232,413) $(669,562) $8,890,826
Net income 156,360 156,360
Other comprehensive income:
Unrealized gain on available for
sale securities, net of tax
of $44,327 86,046 86,046
RSP shares released 30,071 30,071
ESOP shares released (14,732) 43,560 28,828
Purchase treasury stock (170,456) (170,456)
Cash dividends ($.15 per share) (91,877) (91,877)
------- ----------- ----------- --------- ---------- ---------- ---------- ----------
Balance, September 30, 2000 $72,600 $6,680,924 $3,244,761 $394,953 $(421,080) $(202,342) $(840,018) $8,929,798
======= =========== =========== ========= ========== ========== ========== ==========
</TABLE>
See accompanying notes to the consolidated financial statements.
6
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended September 30,
2000 1999
-------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 156,360 $ 32,440
Adjustments to reconcile net income to
net cash provided by (used for) operating
activities:
Provision for loan losses 11,000 9,000
Depreciation and amortization 132,974 164,083
Investment securities gains - (16,058)
Increase (decrease) in accrued interest receivable 73,596 (91,326)
Other, net 279,693 22,186
-------------- -------------
Net cash provided by (used for) operating activities 653,623 120,325
-------------- -------------
INVESTING ACTIVITIES
Decrease in certificates of deposits 759,306 1,430,792
Investment securities available for sale:
Purchases (43,761) (1,335,454)
Proceeds from sales - 24,157
Maturities and repayments 21,663 -
Investment securities held to maturity:
Purchases - (6,800,000)
Maturities and repayments 527,966 1,172,249
Mortgage-backed securities available for sale:
Maturities and repayments 319,944 375,754
Mortgage-backed securities held to
maturity:
Purchases (2,007,695) (2,500,100)
Maturities and repayments 730,443 2,366,933
Net increase in loans receivable (2,538,293) (1,067,475)
Purchase Federal Home Loan Bank Stock (10,900) -
Purchase of premises and equipment (8,677) (9,181)
-------------- -------------
Net cash used for investing activities (2,250,004) (6,342,325)
-------------- -------------
FINANCING ACTIVITIES
Net increase in deposits 302,009 571,368
Net increase (decrease) in advances by borrowers
for taxes and insurance (62,070) (56,956)
Purchase of treasury stock (170,456) (367,167)
Cash dividends paid (91,877) (33,686)
-------------- -------------
Net cash provided by (used for)
financing activities (22,394) 113,559
-------------- -------------
Decrease in cash and cash equivalents (1,618,775) (6,108,441)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 5,065,675 9,094,253
-------------- -------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 3,446,900 $ 2,985,812
============== =============
SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
Interest on deposits and
borrowings $ 1,228,037 $ 1,124,741
Income taxes 30,903 36,133
</TABLE>
See accompanying notes to the consolidated financial statements.
7
<PAGE>
SFSB HOLDING COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of SFSB Holding Company (the
"Company") includes its wholly- owned subsidiary Stanton Federal Savings
Bank (the "Bank"). All significant intercompany items have been eliminated.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and, therefore,
do not necessarily include all information that would be included in
audited financial statements. The information furnished reflects all
adjustments which are, in the opinion of management, necessary for a fair
statement of the results of operations. All such adjustments are of a
normal recurring nature. The results of operations for the interim periods
are not necessarily indicative of the results to be expected for the full
year or any other interim period.
NOTE 2 - EARNINGS PER SHARE
The Company provides dual presentation of Basic and Diluted earnings per
share. Basic earnings per share utilizes net income as reported as the
numerator and the actual average shares outstanding as the denominator.
Diluted earnings per share includes any dilutive effects of options,
warrants, and convertible securities. For the three and nine-months ended
September 30, 2000, there were no dilutive shares of common stock. The
following table sets forth a reconciliation of the denominator of the basic
and diluted earnings per share computation for the three and nine-months
ended September 30, 1999.
Three Months Nine Months
Ended Ended
September 30, September 30,
1999 1999
------------- --------------
Weighted average common shares and
common stock equivalents used to
calculate basic earnings per share 630,558 638,299
Additional common stock equivalents
(stock options) used to calculate
diluted earnings per share 8,055 8,257
------------- --------------
Weighted average common shares and
common stock equivalents used
to calculate diluted earnings per share 638,613 646,556
============= ==============
NOTE 3 - COMPREHENSIVE INCOME
Comprehensive income (loss) for the nine and three months periods is as
follows:
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
2000 1999 2000 1999
---------- --------- -------- ----------
<S> <C> <C> <C> <C>
Net income $156,360 $ 32,440 $ 55,922 $ 14,737
Unrealized gain (loss) on securities
available for sale, net of taxes 86,046 (186,716) 159,156 (101,522)
-------- --------- -------- ---------
$242,406 $(154,276) $215,078 $ (86,785)
======== ========= ======== =========
</TABLE>
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Private Securities Litigation Act of 1995 contains safe harbor provisions
regarding forward-looking statements. When used in this discussion, the words
"believes," "anticipates," "contemplates," "expects," and similar expressions
are intended to identify forward-looking statements. Such statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those projected. Those risks and uncertainties include changes
in interest rates, the ability to control costs and expenses, general economic
conditions, government policies and action of regulatory authorities. The
Company undertakes no obligation to publicly release the results of any
revisions to those forward looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
SFSB Holding Company is a savings and loan holding company headquartered in
Pittsburgh, Pennsylvania, which provides a broad range of deposits and loan
products through its wholly owned subsidiary, Stanton Federal Savings Bank
(collectively, the "Company").
CHANGES IN FINANCIAL CONDITION
Total assets of $49,293,000 at September 30, 2000 remained relatively stable as
compared to $48,803,000 at December 31, 1999. However, the components of total
assets changed due to management's continual efforts to shift its cash and cash
equivalents and certificate of deposits into higher yielding earning assets. Net
loans receivable increased $2,527,000 during this period while primarily being
funded from reductions in cash and cash equivalents and certificates of deposits
in other banks of $1,109,000 and $759,000, respectively.
Net loans receivable at September 30, 2000 increased 16.3% to $18,044,000 at
September 30, 2000 from $15,517,000 at December 31, 1999. Increases in real
estate mortgages and home equity loans of $1,622,000 and $955,000, respectively,
were the result of management's pursuit and development of quality loan growth
during continued economic prosperity within the Company's market area. As of
September 30, 2000, the Company has additional commitments of $1,793,000 to fund
loan growth.
Stockholder's equity increased to $8,930,000 at September 30, 2000 from
$8,891,000 at December 31, 1999. Increases in stockholders' equity were due to
net income of $156,000, increases in accumulated other comprehensive income of
$86,000, and the amortization of ESOP and RSP shares totaling $59,000 while
offset somewhat by cash dividends of $92,000 and purchases of treasury stock
totaling $170,000.
RESULTS OF OPERATIONS
Net income increased $124,000 to $156,000 for the nine months ended September
30, 2000 from net income of $32,000 for the same period ended 1999. This
increase was due to an increase in net interest income of $93,000 and a decrease
in noninterest expense of $49,000, offset by an decrease in noninterest income
of $13,000.
9
<PAGE>
Net income for the three months ended September 30, 2000 increased $41,000 to
$56,000 from net income of $15,000 for the same 1999 period. This increase was
due to the combined effects of an increase in net interest income of $29,000 and
a decrease in noninterest expense of $16,000.
Interest income for the nine month and three month periods ended September 30,
2000 increased to $2,424,000 and $829,000, respectively, from $2,244,000 and
$776,000, respectively, for the same periods in 1999. As noted previously, these
increases were primarily due to management's continual efforts to invest in
higher yielding assets. For the current nine months and three month ended, total
average interest earning assets increased approximately $1,992,000 and
$1,955,000, respectively. Average tax equivalent yield on interest earning
assets increased to 6.96% and 7.21% for the nine and three month periods ended
September 30, 2000 from 6.76% and 7.02% for the same periods in 1999.
Interest expense on deposits increased $87,000 or 7.58% from $1,145,000 for the
nine months ended September 30, 1999 to $1,231,000 for the same period ended
2000. The average cost of funds for interest bearing liabilities increased 23
basis points from 4.22% for the nine months ended September 30, 1999 compared to
4.45% for the same period ended 2000. Interest expense for the three months
ended September 30, 2000 increased $25,000 to $420,000 from $395,000 for the
same period ended in 1999. The average cost of funds on interest bearing
liabilities for the current three month period ended September 30, 2000
increased 10 basis points to 4.48% compared to 4.38% for the same period ended
1999. Increased interest expense for the current nine and three month periods
were attributable to higher rates paid on certificates of deposit. Regional
interest rates on certificate of deposits have gradually increased throughout
the past twelve months and the Company has reacted simultaneously in order to
remain competitive within its markets.
Based upon management's continuing evaluation of the adequacy of the allowance
for loan losses which encompasses the overall risk characteristics of the
various portfolio segments, past experience with losses, the impact of economic
conditions on borrowers, and other relevant factors, the provision for loan
losses remained relatively unchanged for the current nine month and three month
periods ended September 30, 2000 as compared to the same periods in 1999.
Management believes the allowance for loan losses is at a level that is
considered to be adequate to provide for estimated losses; however, there can be
no assurance that further additions will not be made to the allowance and that
such losses will not exceed the estimated amount. See "Risk Elements."
10
<PAGE>
Noninterest income decreased $13,000 or 10.3% from $126,000 for the nine months
ended September 30, 1999 to $113,000 for the same period ended 2000. This
decrease is attributable to a $17,000 decrease in investment security gains
relating to the sale of FHLMC stock for the nine months ending September 30,
1999 with no gains being recognized for the same period ended 2000.
For the current nine and three month periods, noninterest expense decreased
$49,000 and $16,000, respectively, as compared to the same periods in 1999.
Occupancy and equipment costs decreased due to a reduction in depreciation
expense and cost savings obtained in the first quarter on annual equipment
maintenance contracts. Professional services decreased due to a reduction in
amount of such services utilized during 2000 as compared to 1999. Other
operating expenses decreased due to management's continual efforts to promote
efficiency and cost savings throughout the Company.
Income tax expense for both nine and three month periods ended September 30,
1999 and 2000 increased from $1,000 to $4,000, respectively as the Company
continues to utilize unused operating loss carryforwards during these periods.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity may be adversely affected by unexpected deposit outflows, excessive
interest rates paid by competitors, adverse publicity relating to the savings
and loan industry and similar matters. Management monitors projected liquidity
needs and determines the level desirable based in part on the Bank's commitments
to make loans and management's assessment of the Bank's ability to generate
funds.
Management monitors both the Company's and the Bank's total risk-based, Tier I
risk-based and Tier I leverage capital ratios in order to assess compliance with
regulatory guidelines. At September 30, 2000, both the Company and the Bank
exceeded the minimum risk-based and leverage capital ratios requirements. The
Company's and Bank's total risk-based, Tier I risk-based and Tier I leverage
ratios are 44.2%, 42.0%, 17.4% and 36.2%, 34.0%, 14.0%, respectively at
September 30, 2000.
RISK ELEMENT
The table below presents information concerning nonperforming assets including
nonaccrual loans, renegotiated loans, loans 90 days or more past due, other real
estate loans, and repossessed assets. A loan is classified as nonaccrual when,
in the opinion of management, there are serious doubts about collectibility of
interest and principal. At the time the accrual of interest is discontinued,
future income is recognized only when cash is received. Renegotiated loans are
those loans which terms have been renegotiated to provide a reduction or
deferral of principal or interest as a result of the deterioration of the
borrower.
11
<PAGE>
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
(Dollars in thousands)
<S> <C> <C>
Loans on nonaccrual basis $ 227 $ 117
Loans past due 90 days or more and still accruing - 32
----- -----
Total nonperforming loans 227 149
===== =====
Nonperforming loans as a percent of total loans 1.26% 0.95%
===== =====
Nonperforming assets as a percent of total assets .46% 0.31%
===== =====
Allowance for loan losses to nonperforming loans 62.94% 92.75%
===== =====
</TABLE>
At September 30, 2000 and December 31, 1999, no real estate or other assets were
held as foreclosed or repossessed property.
Management monitors impaired loans on a continual basis. As of September 30,
2000, impaired loans had no material effect on the Company's financial position
or results of operations.
During the nine month period ended September 30, 2000, loans increased
$2,532,000 while nonperforming loans increased $78,000 or 52.3%. The allowance
for loan losses increased $4,700 during this same period and the percentage of
allowance for loan losses to loans outstanding decreased slightly from .90% to
.79%. Nonperforming loans are primarily made up of one to four family
residential mortgages. The collateral requirements on such loans reduce the risk
of potential losses to an acceptable level in management's opinion.
Management believes the level of the allowance for loan losses at September 30,
2000 is sufficient; however, there can be no assurance that the current
allowance for loan losses will be adequate to absorb all future loan losses. The
relationship between the allowance for loan losses and outstanding loans is a
function of the credit quality and known risk attributed to the loan portfolio.
The ongoing loan review program and credit approval process is used to determine
the adequacy of the allowance for loan losses.
12
<PAGE>
SFSB HOLDING COMPANY
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
None
ITEM 2. Changes in Securities
None
ITEM 3. Defaults upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
<S> <C>
(a) The following exhibits are included in this Report or incorporated herein by reference:
3(i) Articles of Incorporation of SFSB Holding Company*
3(ii) Bylaws of SFSB Holding Company*
10.1 Directors Consultant and Retirement Plan.*
10.2 Supplemental Executive Retirement Plan for Barbara J. Mallen.*
10.3 Employment Agreement with Barbara J. Mallen*
10.4 SFSB Holding Company 1998 Stock Option Plan**
10.5 Stanton Federal Savings Bank Restricted Stock Plan**
27 Financial Data Schedule (electronic filing only)
99 Review of Report by Independent Certified Public Accountants
</TABLE>
---------------------
* Incorporated by reference to an identically numbered exhibit to the
registration statement on Form SB-2 (File No. 333-40955) declared effective
by the SEC on January 14, 1998.
** Incorporated by reference to the Proxy Statement for the Special Meeting on
October 20, 1998 and filed with SEC on September 14, 1998.
(b) No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SFSB Holding Company
------------------------------------------------
(Registrant)
Dated: November 13, 2000 By: /s/ Barbara J. Mallen
------------------------------------------------
Barbara J. Mallen
President and Chief Executive Officer
Dated: November 13, 2000 By: /s/ Joseph E. Gallegher
------------------------------------------------
Joseph E. Gallegher
Senior Vice President (Chief Accounting Officer)
14
