WEST SUBURBAN BANCORP INC
10-Q, 1998-11-16
STATE COMMERCIAL BANKS
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<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                      FORM 10-Q

/x/              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
                  For the Quarterly Period ended September 30, 1998

                                          OR

/ /            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                 For transition period from __________ to __________

                           Commission File Number 0 -17609

                             WEST SUBURBAN BANCORP, INC.
- ------------------------------------------------------------------------------
                (Exact name of Registrant as specified in its charter)


         ILLINOIS                                     36-3452469
- ---------------------------------       --------------------------------------
(State or other jurisdiction            (I.R.S. Employer Identification Number)
of incorporation or organization)

711 SOUTH MEYERS ROAD, LOMBARD, ILLINOIS                    60148
- ------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:  (630) 629-4200
- -------------------------------------------------------------------

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No    
                                              ---    ---
     Indicate the number of shares outstanding of each of the Issuer's class of
common stock as of the latest practicable date.

15,000,000 shares of Common Stock, no par value, were authorized and 432,495
shares were issued and outstanding as of September 30, 1998.

<PAGE>


                             WEST SUBURBAN BANCORP, INC.

                              Form 10-Q Quarterly Report

                                  Table of Contents


                                       PART I
                                                                  Page Number

Item 1.   Financial Statements . . . . . . . . . . . . . . . . . . . . . . .3
Item 2.   Management's Discussion and Analysis of Financial Condition
           and Results of Operations . . . . . . . . . . . . . . . . . . . .9
Item 3.   Quantitative and Qualitative Disclosures About Market Risk . . . 16


                                       PART II

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . 17
Item 2.   Changes in Securities and Use of Proceeds. . . . . . . . . . . . 17
Item 3.   Defaults Upon Senior Securities. . . . . . . . . . . . . . . . . 17
Item 4.   Submission of Matters to a Vote of Security Holders. . . . . . . 17
Item 5.   Other Information. . . . . . . . . . . . . . . . . . . . . . . . 17
Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . 17

Form 10-Q Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . 18



THIS REPORT MAY INCLUDE CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. WEST SUBURBAN BANCORP, INC. ("WEST
SUBURBAN") INTENDS SUCH FORWARD-LOOKING STATEMENTS TO BE COVERED BY THE SAFE
HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS CONTAINED IN THE PRIVATE
SECURITIES REFORM ACT OF 1995, AS AMENDED, AND IS INCLUDING THIS STATEMENT FOR
PURPOSES OF INDICATING SUCH INTENT. FORWARD-LOOKING STATEMENTS, WHICH ARE BASED
ON CERTAIN ASSUMPTIONS AND DESCRIBE FUTURE PLANS, STRATEGIES AND EXPECTATIONS OF
WEST SUBURBAN, ARE GENERALLY IDENTIFIABLE BY USE OF THE WORDS "BELIEVE,"
"EXPECT," "INTEND," "ANTICIPATE," "ESTIMATE," "PROJECT" OR SIMILAR EXPRESSIONS.
WEST SUBURBAN'S ABILITY TO PREDICT RESULTS OR THE ACTUAL EFFECT OF FUTURE PLANS
OR STRATEGIES IS INHERENTLY UNCERTAIN. FACTORS WHICH COULD HAVE A MATERIAL
ADVERSE AFFECT ON THE OPERATIONS AND FUTURE PROSPECTS OF WEST SUBURBAN AND WEST
SUBURBAN BANK (THE "BANK" AND TOGETHER WITH WEST SUBURBAN, THE "COMPANY")
INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN INTEREST RATES, GENERAL ECONOMIC
CONDITIONS, LEGISLATIVE/REGULATORY CHANGES, MONETARY AND FISCAL POLICIES OF THE
U.S. GOVERNMENT, INCLUDING POLICIES OF THE U.S. TREASURY AND THE FEDERAL RESERVE
BOARD, THE QUALITY OR COMPOSITION OF THE LOAN OR INVESTMENT PORTFOLIOS, DEMAND
FOR LOAN PRODUCTS, DEPOSIT FLOWS, COMPETITION, DEMAND FOR FINANCIAL SERVICES IN
THE COMPANY'S MARKET AREA AND ACCOUNTING PRINCIPLES, POLICIES AND GUIDELINES.
THESE RISKS AND UNCERTAINTIES SHOULD BE CONSIDERED IN EVALUATING FORWARD-LOOKING
STATEMENTS AND UNDUE RELIANCE SHOULD NOT BE PLACED ON SUCH STATEMENTS. FURTHER
INFORMATION CONCERNING THE COMPANY AND ITS BUSINESS, INCLUDING ADDITIONAL
FACTORS THAT COULD MATERIALLY AFFECT THE COMPANY'S FINANCIAL RESULTS, IS
INCLUDED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.


                                                                             2
<PAGE>

                                        PART I
ITEM 1.   FINANCIAL STATEMENTS

                     WEST SUBURBAN BANCORP, INC. AND SUBSIDIARY
                            CONSOLIDATED BALANCE SHEETS
                               (Dollars in thousands)
                                    (UNAUDITED)
<TABLE>
<CAPTION>
                                                                      SEPTEMBER 30,    December 31,
                                                                          1998            1997
                                                                      -------------    ------------
<S>                                                                    <C>             <C>
ASSETS
Cash and due from banks                                                $   37,132      $   38,251
Interest-earning deposits in financial institutions                           551             343
Federal funds sold                                                         52,500          21,740
                                                                       ----------      ----------
  Total cash and cash equivalents                                          90,183          60,334
Investment securities:
  Available for sale (amortized cost of $188,782 in
    1998; $218,892 in 1997)                                               189,687         218,587
  Held to maturity (fair value of $195,304 in
    1998; $199,905 in 1997)                                               193,620         199,292
Loans, less allowance for loan losses of $9,621 in 1998;
    $9,772 in 1997                                                        732,884         762,538
Premises and equipment, net                                                32,600          31,142
Other real estate                                                           2,951           2,450
Accrued interest and other assets                                          20,868          19,348
                                                                       ----------      ----------
      TOTAL ASSETS                                                     $1,262,793      $1,293,691
                                                                       ----------      ----------
                                                                       ----------      ----------

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
   Noninterest-bearing                                                 $  109,897      $  124,220
   Interest-bearing                                                     1,001,712       1,020,729
                                                                       ----------      ----------
        Total deposits                                                  1,111,609       1,144,949
Accrued interest and other liabilities                                     13,706          16,389
                                                                       ----------      ----------
      TOTAL LIABILITIES                                                 1,125,315       1,161,338
                                                                       ----------      ----------

Shareholders' equity:
  Common Stock, Class A, no par value; 1,000,000 shares authorized;
    347,015 shares issued and outstanding                                                   2,774
  Common Stock, Class B, no par value; 1,000,000 shares authorized;
    85,480 shares issued and outstanding                                                      683
  Common Stock, no par value; 15,000,000 shares authorized; 432,495
    shares issued and outstanding                                           3,457

  Surplus                                                                  38,066          38,066
  Retained earnings                                                        95,410          91,014
  Accumulated other comprehensive income:
    Unrealized gain (loss) on securities available for sale, 
     net of taxes                                                             545            (184)
                                                                       ----------      ----------
      TOTAL SHAREHOLDERS' EQUITY                                          137,478         132,353
                                                                       ----------      ----------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                       $1,262,793      $1,293,691
                                                                       ----------      ----------
                                                                       ----------      ----------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.
                                                                              3
<PAGE>

                     WEST SUBURBAN BANCORP, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                   (Dollars in thousands, except per share data)
                                    (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         1998         1997
                                                                        -------      -------
<S>                                                                     <C>          <C>
INTEREST INCOME
   Loans, including fees                                                $49,061      $52,271
                                                                        -------      -------
   Investment securities:
     Taxable                                                             16,851       15,943
     Nontaxable                                                           1,462        1,582
                                                                        -------      -------
       Total investment securities                                       18,313       17,525
   Deposits in financial institutions                                        19           11
   Federal funds sold                                                     2,210        1,438
                                                                        -------      -------
       Total interest income                                             69,603       71,245
                                                                        -------      -------
INTEREST EXPENSE
   Deposits                                                              32,211       32,833
   Other                                                                    129          336
                                                                        -------      -------
       Total interest expense                                            32,340       33,169
                                                                        -------      -------
       Net interest income                                               37,263       38,076
PROVISION FOR LOAN LOSSES                                                 1,675          847
                                                                        -------      -------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                      35,588       37,229
                                                                        -------      -------
OTHER OPERATING INCOME
   Service fees                                                           2,359        2,574
   Net realized gain on sales of investment securities 
      available for sale                                                    541            5
   Write-down of carrying value of investment securities 
      available for sale                                                 (3,200)
   Trust fees                                                               146          156
   Net gain on sale of loans originated for sale                            539          182
   Loan servicing                                                           314          544
   Net gain on sale of other real estate                                     89        1,466
   Litigation settlement                                                               2,344
   Other                                                                  3,526        2,730
                                                                        -------      -------
       Total other operating income                                       4,314       10,001
                                                                        -------      -------
OTHER OPERATING EXPENSE
   Salaries and employee benefits                                        11,707       11,945
   Occupancy                                                              2,470        2,172
   Furniture and equipment                                                2,326        1,945
   FDIC insurance premiums                                                  175          136
   Professional fees                                                        494          581
   Data processing                                                          859          653
   Other real estate                                                        243          492
   Other                                                                  4,651        4,081
                                                                        -------      -------
       Total other operating expense                                     22,925       22,005
                                                                        -------      -------
INCOME BEFORE INCOME TAXES                                               16,977       25,225
INCOME TAXES                                                              4,986        8,704
                                                                        -------      -------
NET INCOME                                                               11,991       16,521
OTHER COMPREHENSIVE INCOME, NET OF TAX:
   Unrealized holding gains on securities available for sale arising 
    during the period (net of taxes of $490 in 1998 and $468 in 1997)       729          710
                                                                        -------      -------
       Total other comprehensive income                                     729          710
                                                                        -------      -------
COMPREHENSIVE INCOME                                                    $12,720      $17,231
                                                                        -------      -------
                                                                        -------      -------
EARNINGS PER SHARE-BASIC                                                $ 27.72      $ 38.20
                                                                        -------      -------
                                                                        -------      -------
CASH DIVIDENDS DECLARED PER SHARE                                       $ 17.50      $ 13.50
                                                                        -------      -------
                                                                        -------      -------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.
                                                                              4
<PAGE>

                     WEST SUBURBAN BANCORP, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
               FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                   (Dollars in thousands, except per share data)
                                    (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         1998         1997
                                                                        -------      -------
<S>                                                                     <C>          <C>
INTEREST INCOME
  Loans, including fees                                                 $16,208      $17,502
                                                                        -------      -------
  Investment securities:
    Taxable                                                               5,922        5,901
    Nontaxable                                                              488          511
                                                                        -------      -------
      Total investment securities                                         6,410        6,412
  Deposits in financial institutions                                          9            4
  Federal funds sold                                                        453          298
                                                                        -------      -------
      Total interest income                                              23,080       24,216
                                                                        -------      -------
INTEREST EXPENSE
  Deposits                                                               10,763       11,409
  Other                                                                      44           40
                                                                        -------      -------
      Total interest expense                                             10,807       11,449
                                                                        -------      -------
      Net interest income                                                12,273       12,767

PROVISION FOR LOAN LOSSES                                                 1,187          276
                                                                        -------      -------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                      11,086       12,491
                                                                        -------      -------
OTHER OPERATING INCOME
  Service fees                                                              788          849
  Net realized gain on sales of investment securities 
    available for sale                                                      218            5
  Write-down of carrying value of investment securities 
    available for sale                                                   (3,200)
  Trust fees                                                                 16           20
  Net gain on sale of loans originated for sale                             218           77
  Loan servicing                                                             99          126
  Net gain (loss) on sale of other real estate                               59           (4)
  Other                                                                   1,192          956
                                                                        -------      -------
      Total other operating income (loss)                                  (610)       2,029
                                                                        -------      -------
OTHER OPERATING EXPENSE
  Salaries and employee benefits                                          3,943        3,694
  Occupancy                                                                 884          708
  Furniture and equipment                                                   673          539
  FDIC insurance premiums                                                    51           52
  Professional fees                                                         175          136
  Data processing                                                           346          248
  Other real estate                                                         138          110
  Other                                                                   1,583        1,300
                                                                        -------      -------
      Total other operating expense                                       7,793        6,787
                                                                        -------      -------
INCOME BEFORE INCOME TAXES                                                2,683        7,733

INCOME TAXES                                                                331        2,610
                                                                        -------      -------
NET INCOME                                                                2,352        5,123

OTHER COMPREHENSIVE INCOME, NET OF TAX:
  Unrealized holding gains on securities available for sale arising
    during the period (net of taxes of $428 in 1998 and $378 in 1997)       649          572
                                                                        -------      -------
      Total other comprehensive income                                      649          572
                                                                        -------      -------
COMPREHENSIVE INCOME                                                    $ 3,001      $ 5,695
                                                                        -------      -------
                                                                        -------      -------

EARNINGS PER SHARE-BASIC                                                $  5.44      $ 11.85
                                                                        -------      -------
                                                                        -------      -------
CASH DIVIDENDS DECLARED PER SHARE                                       $  6.50      $  4.50
                                                                        -------      -------
                                                                        -------      -------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.
                                                                              5
<PAGE>
                     WEST SUBURBAN BANCORP, INC. AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                               (Dollars in thousands)
                                    (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          1998         1997
                                                                        --------     --------
<S>                                                                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                            $ 11,991     $ 16,521
                                                                        --------     --------
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                                        2,514        2,272
      Provision for loan losses                                            1,675          847
      (Benefit) provision for deferred income taxes                       (1,331)       1,609
      Net premium amortization and discount accretion of investment
        securities                                                           475          394
      Net realized gain on sales of investment securities available 
        for sale                                                            (541)          (5)
      Write-down of carrying value of investment securities available
        for sale                                                           3,200
      Net gain on sale of loans held for sale                               (539)        (182)
      Proceeds from sale of loans held for sale                            7,025        1,675
      Origination of loans held for sale                                 (10,776)      (3,027)
      Loss (gain) on sale of premises and equipment                           49           (7)
      Gain on sale of other real estate                                      (89)      (1,466)
      Increase in accrued interest and other assets                         (668)        (684)
      (Decrease) increase in accrued interest and other liabilities       (2,682)       1,479
                                                                        --------     --------
         Total adjustments                                                (1,688)       2,905
                                                                        --------     --------
  NET CASH PROVIDED BY OPERATING ACTIVITIES                               10,303       19,426
                                                                        --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES
  Investment securities available for sale:
     Proceeds from sales                                                  52,281
     Proceeds from maturities                                            126,575       46,408
     Purchases                                                          (152,002)     (96,198)
  Investment securities held to maturity:
     Proceeds from maturities                                            170,104       22,576
     Purchases                                                          (164,312)     (23,226)
  Purchase of minority interest in subsidiaries                              (26)        (250)
  Net decrease in loans                                                   29,841        3,685
  Purchases of premises and equipment                                     (4,039)      (3,131)
  Proceeds from sale of premises and equipment                                18            7
  Proceeds from sale of other real estate                                  2,015        2,553
                                                                        --------     --------
      NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                 60,455      (47,576)
                                                                        --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES
   Net (decrease) increase in total deposits                             (33,340)      33,463
   Decrease in FHLB advances                                                           (1,350)
   Cash dividends paid                                                    (7,569)      (5,622)
                                                                        --------     --------
     NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                 (40,909)      26,491
                                                                        --------     --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      29,849       (1,659)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                          60,334       68,650
                                                                        --------     --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                              $ 90,183     $ 66,991
                                                                        --------     --------
                                                                        --------     --------
SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest on deposits and other borrowings                          $ 35,524     $ 29,857
     Income taxes                                                          6,022        6,570
   Transfers from loans to other real estate                               2,427          395
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.
                                                                              6
<PAGE>

                     WEST SUBURBAN BANCORP, INC. AND SUBSIDIARY
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION

The consolidated financial statements include the accounts of West Suburban
Bancorp, Inc. ("West Suburban") and West Suburban Bank (the "Bank" and
collectively with West Suburban, the "Company"). Significant intercompany
accounts and transactions have been eliminated. The unaudited interim
consolidated financial statements are prepared pursuant to the rules and
regulations for reporting on Form 10-Q. Accordingly, certain information and
footnote disclosures normally accompanying the annual financial statements have
been omitted. The interim financial statements and notes should be read in
conjunction with the consolidated financial statements and notes thereto
included in the latest Annual Report on Form 10-K filed by the Company. The
consolidated financial statements include all adjustments (none of which were
other than normal recurring adjustments) necessary for a fair statement of the
results for the interim periods. The results for the interim periods are not
necessarily indicative of the results to be expected for the entire fiscal year.
Certain amounts reported in prior periods have been reclassified to conform to
the 1998 presentation.

NOTE 2 - SECURITIES

Debt and marketable equity securities are classified into two categories, "held
to maturity" and "available for sale." Held to maturity securities include those
debt securities where the Company has both the ability and positive intent to
hold them to maturity. Securities not meeting these criteria are classified as
available for sale. Held to maturity securities are carried at amortized
historical cost while available for sale securities are carried at fair value
with net unrealized gains and losses (net of tax) reported as a separate
component of shareholders' equity. Gains or losses on disposition are based on
the net proceeds and the adjusted carrying amount of the securities sold, using
the specific identification method. The Company does not engage in trading
activities. The Company has not utilized futures, forwards, swaps or option
contracts in order to manage its interest rate risk or otherwise.

During the first nine months of 1998, the Company's unrealized loss on
securities available for sale improved $.7 million to a gain of $.5 million at
September 30, 1998 from a $.2 million loss at December 31, 1997, net of taxes.

During the third quarter of 1998, the Company recognized a loss of $3.2 million
representing the other-than-temporary impairment of the entire carrying value of
an available for sale security (Class B Notes from a lease securitization
purchased in 1997).

NOTE 3 - OUTSTANDING LINES OF CREDIT AVAILABLE - (Dollars in thousands)

<TABLE>
<CAPTION>
                                     SEPTEMBER 30, 1998      December 31, 1997
                                     ------------------      -----------------
<S>                                       <C>                    <C>
 Home equity lines                        $163,207               $152,292
 Commercial credit lines                   112,053                 89,245
 Letters of Credit                          26,322                 18,455
 Visa credit lines                          40,065                 38,672
                                          --------               --------
    Total commitments                     $341,647               $298,664
                                          --------               --------
                                          --------               --------
</TABLE>

The Company had $24.8 million and $4.9 million of commitments to originate
residential mortgage loans as of September 30, 1998 and December 31, 1997,
respectively.

NOTE 4 - SHAREHOLDERS' EQUITY - COMMON STOCK

At the Annual Meeting of Shareholders of West Suburban held on May 13, 1998, the
shareholders approved an amendment to West Suburban's Articles of Incorporation
the effect of which was to redesignate each share of Class A Common Stock and
each share of Class B Common Stock outstanding as Common Stock. Additionally,
the number of votes per share of Common Stock was reduced from five votes per
share to one vote per share on all matters submitted to the shareholders of West
Suburban. The amendment to West Suburban's Articles of Incorporation also had
the effect of increasing the number of shares of Common Stock that West Suburban
is authorized to issue from two million to fifteen million shares.

                                                                              7
<PAGE>


NOTE 5 - NEW ACCOUNTING STANDARDS

In December 1996, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 127, "Deferral of the
Effective Date of Certain Provisions of SFAS 125," which deferred the effective
date of certain of the provisions of SFAS 125 for one year. The adoption of
these provisions did not have a material impact on its financial condition or
results of operations.

In June 1997, FASB issued SFAS 130, "Reporting Comprehensive Income," which
requires businesses to disclose comprehensive income and its components in their
general-purpose financial statements. SFAS 130 is effective for fiscal years
beginning after December 15, 1997, with reclassification of comparative
financial statements and is applicable to interim periods. The Company adopted
SFAS 130 effective for the quarter ended March 31, 1998, with appropriate
reclassifications made to the prior period financial statements to conform to
the new presentation.

In June 1997, FASB issued SFAS 131, "Disclosures about Segments of an Enterprise
and Related Information," which was effective for the Company beginning January
1, 1998. SFAS 131 redefines how operating segments are determined and requires
disclosure of certain financial and descriptive information about a company's
operating segments. The Company has not yet completed its analysis of which
operating segments, if any, the Company will be required to report separately.


                                                                              8
<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

BALANCE SHEET ANALYSIS

ASSET DISTRIBUTION. Total consolidated assets at September 30, 1998, decreased
approximately $30.9 million (2.4%) to $1,262.8 million at September 30, 1998,
from $1,293.7 million at December 31, 1997. Total cash and cash equivalents
increased $29.9 million (49.5%) to $90.2 million at September 30, 1998, from
$60.3 million at December 31, 1997. Cash and due from banks decreased $1.2
million to $37.1 million at September 30, 1998, from $38.3 million at 
December 31, 1997. Aggregate holdings in federal funds sold increased $30.8 
million (141.5%) to $52.5 million at September 30, 1998 from $21.7 million at 
December 31, 1997. The increase in federal funds sold was the result of 
decreases in investment securities and total loans. Aggregate holdings in 
investment securities decreased $34.6 million (8.3%) to $383.3 million at 
September 30, 1998 from $417.9 million at December 31, 1997. The decrease in 
investment securities was primarily the result of redemptions of securities 
by issuers as they have exercised their call or redemption rights due to 
decreases in interest rates. The Company's objectives in managing the 
securities portfolio are driven by the dynamics of its entire balance sheet 
which includes managing the portfolio to maximize yield over an entire 
interest rate cycle while providing liquidity and minimizing market risk.

Total loans decreased $29.8 million (3.9%) to $742.5 million at September 30,
1998, from $772.3 million at December 31, 1997. The Company operates in a highly
competitive environment for consumer and commercial credit. Management has begun
to take steps that are intended to increase the Company's loan portfolio. During
1998, the Company recorded approximately $16.9 million of indirect automobile
loans, $13.5 million of which were originated during the third quarter.
Additionally, the Company hired a new commercial lender and continues to seek to
hire additional commercial lenders. The Company will attempt to remain
competitive in its market by offering competitive rates and loan products while
not compromising its credit evaluation standards to attract new business.

Over the next 15 months, the Company intends to add four facilities to its
branch network. The new locations will be located in the Aurora/Naperville area,
the Romeoville area, the Bartlett/Hanover Park area and the St. Charles/West
Chicago area. These facilities will allow the Company to serve new markets and
enhance the Company's position as it continues to expand in the western suburbs
of Chicago.

ALLOWANCE FOR LOAN LOSSES AND ASSET QUALITY.  The Company maintains an 
allowance for loan losses to absorb possible losses in the loan portfolio. 
The allowance for loan losses is established after a determination of the 
potential credit risk of the loans held by the Company. Management evaluates 
the adequacy of the allowance based on past loan loss experience, known and 
inherent risks in the loan portfolio, adverse situations that may affect the 
borrowers' ability to repay, estimated value of any underlying collateral, 
and current and prospective economic conditions. The allowance for loan 
losses decreased $.2 million to $9.6 million at September 30, 1998 from $9.8 
million at December 31, 1997. The ratio of the allowance for loan losses to 
total loans outstanding increased at September 30, 1998 to 1.30% compared to 
1.27% at December 31, 1997. Nonperforming loans increased $13.2 million 
(168.3%) to $21.1 million at September 30, 1998 from $7.9 million at December 
31, 1997. This increase was primarily due to the credit relationships with a 
leasing company being catagorized as nonaccrual during the third quarter of 
1998 and three loans secured by commercial real estate and one loan secured 
by business assets being categorized as accruing loans 90 days past due. As 
of September 30, 1998 and December 31, 1997, total nonperforming loans to net 
loans were 2.9% and 1.0%, respectively. The allowance for loan losses was 
approximately 46% and 124% of the level of nonperforming loans at September 
30, 1998 and December 31, 1997, respectively.

As of September 30, 1998, the Company had $11.4 million in loans outstanding 
to a leasing company consisting of a warehouse line of credit with a 
principal balance of $7.7 million and $3.7 million of purchased leases. The 
warehouse line of credit is secured by leases and various other assets owned 
by the leasing company. The leasing company was engaged in the business of 
originating and servicing small equipment leases, until May 1998 when it sold 
substantially all its assets. Subsequently, various irregularities in the 
leasing company's operations were discovered. In August 1998, the leasing 
company made an assignment for the benefit of creditors. The Company remains 
a secured creditor of the leasing company.

                                                                               9
<PAGE>


In addition, the Company owns Class B Notes issued in connection with lease
securitizations arranged by the leasing company. During the third quarter of
1998, the Company recognized a loss of $3.2 million representing the
other-than-temporary impairment of the entire carrying value of the Class B
Notes, which were classified as available for sale investment securities.

As of the date of this filing, the Company is taking possession of all leases 
and other assets that secure the warehouse line of credit, seeking bids for 
the sale of these leases and the other assets as well as other leases it 
purchased from the leasing company, evaluating the continued retention of 
those leases, engaging in discussions with the trustee for and the other 
beneficial owner of the securitized leases, conducting negotiations with the 
guarantors of the leasing company's obligations, and exploring other possible 
ways to maximize realization.

The following table presents an analysis of the Company's nonperforming loans
for the periods stated (dollars in thousands):

<TABLE>
<CAPTION>

                                     SEPTEMBER 30, 1998   December 31, 1997   Dollar Change
                                     ------------------   -----------------   -------------
<S>                                       <C>                 <C>                <C>
 Nonaccrual loans                         $13,209              $3,042            $10,167
 Accruing loans 90 days past due            7,906               4,829              3,077
                                          -------              ------            -------
   Total nonperforming loans              $21,115              $7,871            $13,244
                                          -------              ------            -------
                                          -------              ------            -------
 Nonperforming loans as a percent 
   of net loans                              2.9%                1.0%
 Other real estate                        $ 2,951              $2,450            $   501
                                          -------              ------            -------
                                          -------              ------            -------
</TABLE>

The following table presents an analysis of the Company's provision for loan
losses for the periods stated (dollars in thousands):

<TABLE>
<CAPTION>
                                                     1998                          1997
                                        --------------------------------    -------------------
                                        3rd Qtr.    2nd Qtr.    1st Qtr.    4th Qtr.    3rd Qtr.
                                        --------------------------------    --------------------
<S>                                     <C>          <C>         <C>         <C>         <C>
 Provision-quarter                      $1,187        $237        $251        $776        $276
 Provision-year to date                  1,675         488         251       1,623         847
 Net chargeoffs-quarter                  1,158         156         511         984         270
 Net chargeoffs-year to date             1,825         667         511       1,454         470
 Allowance at period end                 9,621       9,592       9,511       9,772       9,980

 Allowance to period end total loans     1.30%       1.30%       1.24%       1.27%       1.26%
</TABLE>

LIABILITY DISTRIBUTION.  Total liabilities decreased $36.0 million (3.1%) to
$1,125.3 million at September 30, 1998 from $1,161.3 million at December 31,
1997. This decrease was primarily due to runoff in certificates of deposit. The
Company believes that the present declining interest rate environment makes the
cost of offering special rates to attract deposits outweigh any perceived
benefits. Additionally, the Company believes that the current interest rate
environment makes certificates of deposit less attractive to its customers when
compared to other investment alternatives including investments in mutual funds
and individual stocks. During the second quarter of 1998, the Company promoted a
money market checking account as an alternative to savings accounts or
certificates of deposit. The Company has attracted $93.0 million in money market
checking from new funds and run-off from existing higher rate certificates of
deposit. Management's goal is to promote its deposit products when feasible
while preserving the Company's net interest margin.


                                                                             10
<PAGE>


Balances in the Company's major categories of deposits are summarized in the
following table (dollars in thousands):

<TABLE>
<CAPTION>
                                             September 30, 1998   December 31, 1997   Dollar change   Percent
                                             ------------------   -----------------   -------------   -------
<S>                                              <C>                 <C>                <C>            <C>
 Demand and other noninterest-bearing            $  109,897          $  124,220         ($14,323)      (11.5)%
 NOW                                                 28,771              48,915          (20,144)      (41.2)
 Money market checking                               93,310                 283           93,027        N/A
 Money market savings                               458,523             465,683           (7,160)       (1.5)
 Time, $100,000 and over                             86,547              84,083            2,464         2.9
 Time, other                                        334,561             421,765          (87,204)      (20.7)
                                                 ----------          ----------         --------       -----
    Total                                        $1,111,609          $1,144,949         ($33,340)       (2.9)%
                                                 ----------          ----------         --------       -----
                                                 ----------          ----------         --------       -----
</TABLE>

The Company attempts to remain well positioned in its market by offering
competitive rates on its savings and certificate of deposit products.

SHAREHOLDERS' EQUITY.  Shareholders' equity increased $5.1 million (3.9%) to
$137.5 million at September 30, 1998 from $132.4 million at December 31, 1997.
This increase was primarily the result of the net retention (after the
declaration of dividends) of $5.2 million of the Company's comprehensive income
during the first nine months of 1998.

At the Annual Meeting of Shareholders of West Suburban held on May 13, 1998, the
shareholders approved an amendment to West Suburban's Articles of Incorporation
the effect of which was to redesignate each share of Class A Common Stock and
each share of Class B Common Stock outstanding as Common Stock. Additionally,
the number of votes per share of Common Stock was reduced from five votes per
share to one vote per share on all matters submitted to the shareholders of West
Suburban. The amendment to West Suburban's Articles of Incorporation also had
the effect of increasing the number of shares of Common Stock that West Suburban
is authorized to issue from two million to fifteen million shares.

CAPITAL RESOURCES

The Company's capital ratios as well as those of the Bank as of September 30,
1998 are presented below. All capital ratios are in excess of the regulatory
capital requirements which call for a minimum total risk-based capital ratio of
8% for the Company and the Bank (at least one-half of the minimum total
risk-based capital must consist of tier 1 capital), a minimum leverage ratio (3%
for the most highly rated banks that do not expect significant growth; all other
institutions are required to maintain a minimum leverage capital ratio of 4% to
5% depending on their particular circumstances and risk profiles) for the
Company and the Bank. Bank holding companies and their subsidiaries are
generally expected to operate at or above the minimum capital requirements and
the ratios shown below are in excess of regulatory minimums and should allow the
Company and the Bank to operate without capital adequacy concerns.

The following table sets forth selected regulatory capital ratios of the Company
and the Bank at September 30, 1998:

<TABLE>
<CAPTION>
                                                             Total
                                                Tier 1       Risk-
                                              Risk-Based     Based     Leverage
                                                Capital     Capital    Capital
                                                -------     -------    -------
<S>                                             <C>          <C>       <C>
 West Suburban Bancorp, Inc.                    13.45%       14.40%    10.62%
 West Suburban Bank                             11.65%       12.63%     9.06%
</TABLE>

The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
provided the federal banking regulators with broad power to take prompt
corrective action to resolve the problems of undercapitalized institutions. The
extent of the regulators' powers depends on whether the institution in question
is "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" or "critically undercapitalized." Depending
upon the capital category to which an institution is assigned, the regulators'


                                                                             11
<PAGE>


corrective powers include: requiring the submission of a capital restoration
plan; placing limits on asset growth and restrictions on activities; requiring
the institution to issue additional capital stock (including additional voting
stock) or to be acquired; restricting transactions with affiliates; restricting
the interest rate the institution may pay on deposits; ordering a new election
of directors of the institution; requiring that senior executive officers or
directors be dismissed; prohibiting the institution from accepting deposits from
correspondent banks; requiring the institution to divest certain subsidiaries;
prohibiting the payment of principal or interest on subordinated debt; and
ultimately, appointing a receiver for the institution. Management has been
advised that as of September 30, 1998 and December 31, 1997, the Bank qualified
as a "well-capitalized" institution.

LIQUIDITY

Liquidity is managed to ensure there is sufficient cash flow to satisfy demand
for credit, deposit withdrawals and attractive investment opportunities. The
Company manages its liquidity position through continuous monitoring of
profitability trends, asset quality, interest rate sensitivity and maturity
schedules of earning assets and supporting liabilities.

Generally, the Company uses cash and cash equivalents to meet its liquidity
needs. Additional liquidity is provided by maintaining assets which mature
within a short time-frame or which may be quickly converted to cash without
significant costs. These assets include interest-bearing deposits in financial
institutions, federal funds sold and investment securities available for sale.
As of September 30, 1998 and December 31, 1997, liquid assets represented 22.2%
and 21.6% of total assets, respectively. A more detailed discussion concerning
these assets is presented in the Asset Distribution Section of this report.


RATE SENSITIVITY GAPS

The Company attempts to maintain a conservative position with regard to interest
rate risk by actively managing its asset/liability gap positions and constantly
monitoring the direction and magnitude of gaps and risk. The Company attempts to
moderate the effects of changes in interest rates by adjusting its asset and
liability mix to achieve desired relationships between rate sensitive assets and
rate sensitive liabilities. Rate sensitive assets and liabilities are those
instruments that reprice within a given time period.

Movements in general market interest rates are a key element in changes in the
net interest margin. The Company's policy is to manage its balance sheet so that
fluctuations in net interest margins are minimized regardless of the level of
interest rates. However, the net interest margin does vary slightly due to
management's response to increasing competition from other financial
institutions.


                                                                             12
<PAGE>


Listed below are the balances in the major categories of the rate sensitive
assets and liabilities that are subject to repricing as of September 30, 1998
(dollars in thousands):

<TABLE>
<CAPTION>
                                                    Three         Over three         Over one
                                                   months          months to          year to            Over
                                                   or less       twelve months      three years      three years         Total
                                                  --------       -------------      -----------      -----------     ------------
<S>                                               <C>              <C>               <C>               <C>            <C>
 Rate sensitive assets:
   Interest-bearing deposits in financial
     institutions                                 $    551                                                            $      551
   Federal funds sold                               52,500                                                                52,500
   Investment securities                            31,274         $ 42,428          $186,839          $122,766          383,307
   Loans                                           270,580          210,428           115,483           132,805          729,296
                                                  --------         --------          --------          --------       ----------
     Total interest-earning assets                $354,905         $252,856          $302,322          $255,571       $1,165,654
                                                  --------         --------          --------          --------       ----------
                                                  --------         --------          --------          --------       ----------
 Rate sensitive liabilities:
   Money market savings                           $458,523                                                            $  458,523
   Money market checking                            93,310                                                                93,310
   NOW                                              28,771                                                                28,771
   Time deposits:
     Less than $100,000                             53,842         $139,941          $117,403          $ 23,375          334,561
     $100,000 and over                              36,235           18,207            27,107             4,998           86,547
                                                  --------         --------          --------          --------       ----------
     Total interest-bearing liabilities           $670,681         $158,148          $144,510          $ 28,373       $1,001,712
                                                  --------         --------          --------          --------       ----------
                                                  --------         --------          --------          --------       ----------

 Interest sensitivity gap                        ($315,776)        $ 94,708          $157,812          $227,198
 Cumulative interest sensitivity gap              (315,776)        (221,068)          (63,256)          163,942       $  163,942
 Cumulative interest-earning assets as a
   percentage of cumulative
   interest-bearing liabilities                      52.9%            73.3%             93.5%            116.4%
 Cumulative interest sensitivity gap as a
   percentage of total assets                       (25.0)           (17.5)             (5.0)             13.0
</TABLE>

The above table does not necessarily indicate the future impact of general
interest rate movements on the Company's net interest income because the
repricing of certain assets and liabilities is discretionary and is subject to
competitive and other pressures. As a result, assets and liabilities indicated
as repricing within the same period may, in fact, reprice at different times and
at different rate levels. Assets and liabilities are reported in the earliest
time frame in which maturity or repricing may occur. The consolidated interest
rate sensitivity position of the Company within the one year window at 
September 30, 1998 reflects cumulative net interest-earning assets compared 
to cumulative net interest-bearing liabilities of 73.3% and cumulative net 
interest-earning assets that reprice or mature within one year compared to 
total assets of negative 17.5%.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

NET INCOME. The Company's net income for the nine months ended September 30, 
1998 and 1997 was approximately $12.0 million and $16.5 million, 
respectively. This represents a decrease of $4.5 million (27.4%) for the 1998 
period when compared to the same period in 1997. This was partially due to 
the decrease in other operating income in 1998 when compared to the same 
period in 1997. Additionally, during the third quarter of 1998, the Company 
recognized a loss of $3.2 million representing the other-than-temporary 
impairment of the entire carrying value of the Class B Notes, which were 
classified as available for sale investment securities. During the first 
quarter of 1997, the Company recorded $2.3 million of income related to a 
settlement of a claim arising from an investment that it made during the late 
1980's. During this same period, the Company also sold its interest in a 
property held as other real estate for $1.5 million. As this property had 
been written off, this amount was reflected as a gain on sale of other real 
estate. Net interest income decreased $.8 million. Provision for loan losses 
increased $.8 million and other operating expense increased by $.9 million. 
These decreases to income and increases to expense were partially offset by 
decreases to income tax expense of $3.7 million.

                                                                             13
<PAGE>


INTEREST INCOME. Total interest income, on a tax equivalent basis, decreased
$1.8 million for the nine months ended September 30, 1998 compared to the same
period in 1997. This decrease was primarily attributable to decreases in the
Company's average loan balances of $42.2 million to $747.4 million at 
September 30, 1998 from $789.6 million at September 30, 1997. Yields on total 
average interest-earnings assets decreased primarily due to average higher 
levels of investment securities (which generally have lower yields when 
compared to loans). Interest on the Company's securities portfolio declined 
as higher average balances outstanding were invested in lower yielding 
securities resulting from a declining interest rate environment.

INTEREST EXPENSE. Total interest expense decreased $.8 million for the nine
months ended September 30, 1998 compared to the same period during 1997.
Interest on deposits decreased $.6 million during this period. Average
interest-bearing liabilities decreased $7.1 million to $1,026.9 million at
September 30, 1998 from $1,034.0 million at September 30, 1997.

The following table reflects the extent to which changes in the volume of
interest-earning assets and interest-bearing liabilities and changes in interest
rates have affected net interest income on a tax equivalent basis for the nine
month period ended September 30, 1998, as compared to the same period in 1997
(dollars in thousands):

<TABLE>
<CAPTION>
                                         CHANGE IN:
 INTEREST INCOME                           VOLUME       RATE       TOTAL
                                         ----------   -------     -------
<S>                                      <C>          <C>         <C>
 Interest-bearing deposits in  
   financial institutions                $     8                   $    8
 Federal funds sold                          785        ($13)         772

 Investment securities                     1,179        (435)         744
 Loans                                    (2,776)       (592)      (3,368)
                                         -------      ------       ------
     Total interest income                  (804)     (1,040)      (1,844)
                                         -------      ------       ------
 INTEREST EXPENSE
 Interest-bearing deposits                (1,105)        483         (622)
 Borrowed funds                               19        (226)        (207)
                                         -------      ------       ------
     Total interest expense               (1,086)        257         (829)
                                         -------      ------       ------
     Net interest income                 $   282     ($1,297)     ($1,015)
                                         -------      ------       ------
                                         -------      ------       ------
</TABLE>

The following table presents an analysis of the Company's interest-earning
assets, interest-bearing liabilities, and non-interest-bearing deposits, volumes
for the periods stated on a cumulative basis as of the date indicated (dollars
in thousands):

<TABLE>
<CAPTION>
                                                          1998                              1997
                                       ---------------------------------------    ------------------------
                                         SEPT. 30        June 30      March 31       Dec. 31      Sept. 30
                                       ---------------------------------------    ------------------------
<S>                                    <C>            <C>           <C>           <C>           <C>
 Average investment securities         $  393,778     $  382,510    $  375,737    $  377,580    $  368,550

 Average loans                            747,424        751,066       760,041       781,655       789,576

 Average interest-earning assets        1,195,606      1,198,477     1,189,645     1,195,400     1,193,192

 Average noninterest-bearing deposits     106,664        106,169       103,688       110,248       104,502

 Average interest-bearing deposits      1,024,082      1,024,263     1,017,207     1,032,768     1,027,120

 Average deposits                       1,130,746      1,130,432     1,120,895     1,143,016     1,131,622

 Average interest-bearing liabilities   1,026,921      1,027,171     1,020,096     1,038,621     1,033,989
</TABLE>

PROVISION FOR LOAN LOSSES. The Company's provision for loan losses increased $.8
million (97.8%) for the nine months ended September 30, 1998 compared to the
same period in 1997. This was partially due to the increase in nonperforming
loans during 1998. Management monitors its nonperforming loans closely and will
initiate further increases to the provision for loan losses as warranted. See
the section entitled "Allowance for Loan Losses and Asset Quality " above.

OTHER OPERATING INCOME. Total other operating income decreased $5.7 million 
(56.9%) for the nine months ended September 30, 1998 compared to the same 
period in 1997. This decrease was primarily due to the Company settling a 
claim relating to an investment that it made during the late 1980's. During 
the first quarter of 1997, the Company recorded $2.3 million of income 
related to this matter. During the first quarter of 1997, the Company also 
sold its interest in a property held as other real estate for $1.5 million. 
As the property had been written off, accordingly, this amount represented a 
gain recognized as other operating income. Additionally, during the third 
quarter of 1998, the Company recognized a loss of $3.2 million representing 
the other-than-temporary impairment of the entire carrying value of the Class 
B Notes, which were classified as available for sale investment securities 
which was partially offset by $.5 million from gains on sale of investment 
securities. Gains on sales of loans originated for sale increased $.4 million 
for the nine months ended September 30, 1998 compared to the 

                                                                             14
<PAGE>


same period in 1997. The Company does not presently retain servicing on sold 
loans which has resulted in decreasing servicing fees that is recognized by 
increased gains on sales of loans originated for sale. Other income increased 
$.8 million primarily due to increased fee revenue from increased mortgage 
application volume and safe deposit box rentals which increased due to the 
increased number of facilities offering safe deposit boxes.

OTHER OPERATING EXPENSE. Total other operating expense increased $.9 million
(4.2%) for the nine months ended September 30, 1998 compared to the same period
in 1997. Salary and employee benefits decreased $.2 million as the 1997 amount
of salaries and employee benefits included severance payouts made to two former
executives of the Company. Occupancy expense and furniture and equipment expense
increased by $.3 and $.4 million, respectively. Other real estate expense
decreased by $.2 million. This decrease was offset by an increase in other
expense of $.6 million due to increased loan expense, other losses, outside
temporary service due to increased mortgage originations.

INCOME TAXES. Income tax expense decreased $3.7 million (42.7%) for the nine 
months ended September 30, 1998 to $5.0 million from $8.7 million. The 
decrease was principally due to lower taxable income.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

NET INCOME. The Company's net income for the three months ended September 30,
1998 and 1997, was approximately $2.4 million and $5.1 million, respectively.
This represents a decrease of $2.7 million (54.1%) for the 1998 period when
compared to the same period in 1997. This was partially due to the increase in
provision for loan losses resulting from the increase in nonperforming loans.
During the third quarter of 1998, the Company recognized a loss of $3.2 million
representing the other-than-temporary impairment of the entire carrying value of
the Class B Notes, which were classified as available for sale investment
securities. Net interest income decreased $.5 million. Other operating expense
increased $1.0 million. These decreases to income and increases to expense were
partially offset by a decrease to income tax expense of $2.3 million.

INTEREST INCOME. Total interest income decreased $1.1 million for the three
months ended September 30, 1998 compared to the same period in 1997 and resulted
primarily from decreased volume in the loan portfolio. This decrease was
partially offset by an increase to federal funds sold income of $.2 million. The
increase resulted from the Company increasing its holdings in federal funds sold
to maximize liquidity and income in a declining interest rate environment.
Additionally, investment securities income remained level for the three months
ended September 30, 1998 when compared to the same period in 1997.

INTEREST EXPENSE. Total interest expense decreased $.6 million for the three
months ended September 30, 1998 compared to the same period during 1997. This
was due to lower balances and costs associated with certificates of deposit.
Additionally, higher balances and costs associated with money market checking
accounts partially offset this decrease to expense.

PROVISION FOR LOAN LOSSES. The Company's provision for loan losses increased $.9
million (330.1%) for the three months ended September 30, 1998 compared to the
same period in 1997. This was primarily due to the increase in nonperforming
loans during 1998. See the section entitled "Allowance for Loan Losses and Asset
Quality" above.

OTHER OPERATING INCOME. Total other operating income decreased $2.6 million
(130.1%) for the three months ended September 30, 1998, compared to the same
period in 1997. During the third quarter of 1998, the Company recognized a loss
of $3.2 million representing the other-than-temporary impairment of the entire
carrying value of the Class B Notes, which were classified as available for sale
investment securities. Additionally, there were increases in gains on sale of
loans originated for sale of $.1 million and an increase to other income of $.2
million.

OTHER OPERATING EXPENSE. Total other operating expense increased $1.0 million
(14.8%) for the three months ended September 30, 1998, compared to the same
period in 1997. Salary and employee benefits increased $.2 million. Occupancy
expense increased by $.2 million. Furniture and equipment expense increased by
$.1 million. 


                                                                            15
<PAGE>


Data processing expense increased by $.1 million. Additionally, other expense 
increased $.3 million. This increase was primarily due to increased loan 
expense and other losses expense.

INCOME TAXES. Income tax expense decreased $2.3 million (87.3%) for the three
months ended September 30, 1998, to $.3 million from $2.6 million. This 
decrease was principally due to lower taxable income.

OTHER CONSIDERATIONS

General

Earnings of bank holding companies and their subsidiaries are affected by
general economic conditions and also by the fiscal and monetary policies of
federal regulatory agencies, including the Board of Governors of the Federal
Reserve System. Such policies have affected the operating results of all
commercial banks in the past and are expected to do so in the future. The
Company cannot accurately predict the nature or the extent of any effects which
fiscal or monetary policies may have on its subsidiary's business and earnings.

Recent Regulatory Developments/Year 2000

The federal banking regulators recently issued guidelines establishing minimum
safety and soundness standards for achieving Year 2000 compliance.  The
guidelines, which took effect October 15, 1998 and apply to all FDIC-insured
depository institutions, establish standards for developing and managing Year
2000 project plans, testing remediation efforts and planning for contingencies.
The guidelines are based upon guidance previously issued by the agencies under
the auspices of the Federal Financial Institutions Examination Council (the
"FFIEC"), but are not intended to replace or supplant the FFIEC guidance which
will continue to apply to all federally insured depository institutions.

The guidelines were issued under section 39 of the Federal Deposit Insurance
Act, as amended (the "FDIA"), which requires the federal banking regulators to
establish standards for the safe and sound operation of federally insured
depository institutions.  Under section 39 of the FDIA, if an institution fails
to meet any of the standards established in the guidelines, the institution's
primary federal regulator may require the institution to submit a plan for
achieving compliance.  If an institution fails to submit an acceptable
compliance plan, or fails in any material respect to implement a compliance plan
that has been accepted by its primary federal regulator, the regulator is
required to issue an order directing the institution to cure the deficiency.
Such an order is enforceable in court in the same manner as a cease and desist
order. Until the deficiency cited in the regulator's order is cured, the
regulator may restrict the institution's rate of growth, require the institution
to increase its capital, restrict the rates the institution pays on deposits or
require the institution to take any action the regulator deems appropriate under
the circumstances.  In addition to the enforcement procedures established in
section 39 of the FDIA, noncompliance with the standards established by the
guidelines may also be grounds for other enforcement action by the federal
banking regulators, including cease and desist orders and civil money penalty
assessments.

During 1996, the Company initiated the process of preparing its computer systems
and applications for the Year 2000. This process involves updating or replacing
certain of the Company's computer hardware components and software applications
and communicating with vendors and external service providers to confirm that
their applications are Year 2000 compliant. The Company has tested and replaced,
as necessary, its critical computer hardware components and software
applications and will continue its testing procedures in order to ensure that
its computer hardware components and software applications are Year 2000
compliant and that the operations of the Company will not be adversely effected.
The Company believes that the cost that will be incurred in connection with
testing and replacing hardware and software applications will not have a
material effect on its results of operations. Purchased computer hardware
components and software applications are capitalized in accordance with the
Company's policy. All internal and external costs are expensed when incurred.
The Company has a "Year 2000 Contingency Plans and Disaster Recovery Policy" in
place.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company hereby incorporates by reference the information called for by Item
3 of this Form 10-Q from the Rate Sensitivity Gaps section included in Item 2
above.


                                                                            16
<PAGE>


                                       PART II
ITEM 1.   LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company or its
subsidiary are a party other than ordinary routine litigation incidental to
their respective businesses.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.   OTHER INFORMATION

None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

A.   Exhibits

     27   Financial Data Schedule

B.   Reports on Form 8-K - The Company did not file a report on Form 8-K during
     the three months ended September 30, 1998.


                                                                            17
<PAGE>


SIGNATURES

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



                              WEST SUBURBAN BANCORP, INC.
                              (Registrant)


Date: November 13, 1998
                              /s/   Kevin J. Acker
                              ---------------------------------
                              KEVIN J. ACKER
                              CHAIRMAN OF THE BOARD




                              /s/   Duane G. Debs
                              ---------------------------------
                              DUANE G. DEBS
                              PRESIDENT AND CHIEF FINANCIAL OFFICER







                                                                            18
<PAGE>


                                 INDEX OF EXHIBITS


<TABLE>
<CAPTION>
                                                                   Sequential
                                                                    Page No.
                                                                    --------
<S>            <C>                                                     <C>
27.            Financial Data Schedule                                 20
</TABLE>






                                                                            19

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
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