JEFFERSONVILLE BANCORP
10-Q, 1999-08-16
NATIONAL COMMERCIAL BANKS
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                                   Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended June 30, 1999        Commission File Number:   0-19212

                             JEFFERSONVILLE BANCORP
             (Exact name of Registrant as specified in its charter)



                  New York                             22-2385448
                  --------                             ----------
       (State or other jurisdiction of     (I.R.S. Employer identification No.)
       incorporation or organization)


P. O. Box 398, Jeffersonville,  New York                        12748
- -----------------------------------------                        -----
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code        (914) 482-4000
                                                          --------------


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  proceeding 12 months (or for such shorter  period that the  Registrant  was
required  to file  such  report(s),  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  classes of
common stock, as of the latest practicable date:

                                                 Number of Shares Outstanding
     Class of Common Stock                           as of August 10, 1999
     ---------------------                           ---------------------
        $0.50 par value                                     1,533,300







                               INDEX TO FORM 10-Q

                                                                         Page
Part 1

     Item 1     Consolidated Interim Financial Statements (Unaudited)

                Consolidated Balance Sheets at
                June 30, 1999 and December 31, 1998                     1

                Consolidated Statements of Income for the Three
                Months Ended June 30, 1999 and 1998                     2

                Consolidated Statements of Income for the Six
                Months Ended June 30, 1999 and 1998                     3

                Consolidated Statements of Cash Flows for the Six
                Months Ended June 30, 1999 and 1998                     4-5

                Notes to Consolidated Interim Financial Statements      6-8

     Item 2     Management's Discussion and Analysis of Financial
                Condition and Results of Operations                     9-15

     Item 3     Quantitative and Qualitative Disclosures about
                Market Risk                                             16

Part

     Item 1     Legal Proceedings                                       NONE

     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     16

     Item 5     Other Information                                       NONE

     Item 6     Exhibits and Reports on Form 8-K                        NONE

     Signatures 16


                      Jeffersonville Bancorp and Subsidiary
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                      June 30,      December 31,
                                                                        1999            1998
                                                                   -------------    ------------
                                                                    (Unaudited)
ASSETS
<S>                                                               <C>              <C>
Cash and  due from banks ......................................   $   9,529,000    $   8,203,000
Securities available for sale, at fair value ..................      91,393,000       88,891,000
Securities held to maturity, estimated fair value of $3,765,000
       in 1999 and $3,755,000 in 1998 .........................       3,740,000        3,602,000
Loans, net of allowance for loan losses of $2,426,000
     in 1999 and $2,310,000 in 1998 ...........................     135,829,000      130,031,000
Accrued interest receivable ...................................       1,553,000        1,392,000
Premises and equipment, net ...................................       2,650,000        2,681,000
Federal Home Loan Bank stock ..................................       1,200,000        1,160,000
Other real estate owned .......................................         513,000          535,000
Cash surrender value of bank-owned life insurance .............       6,318,000        6,183,000
Other assets ..................................................       2,243,000        1,175,000
                                                                  -------------    -------------
          TOTAL ASSETS ........................................   $ 254,968,000    $ 243,853,000
                                                                  =============    =============



LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
     Deposits:
        Demand deposits (non-interest  bearing) ...............   $  33,533,000    $  31,287,000
        NOW and super NOW accounts ............................      28,387,000       28,726,000
        Savings and insured money market deposits .............      58,673,000       56,089,000
        Time deposits .........................................      84,579,000       82,012,000
                                                                  -------------    -------------
           TOTAL DEPOSITS .....................................     205,172,000      198,114,000


     Federal Home Loan Bank borrowings ........................      20,000,000       20,000,000
     Short-term debt ..........................................       4,906,000          334,000
     Accrued expenses and other liabilities ...................       2,764,000        2,388,000
                                                                  -------------    -------------
           TOTAL LIABILITIES ..................................     232,842,000      220,836,000
                                                                  -------------    -------------
Stockholders' equity:
        Series A preferred stock, no par value:
             2,000,000 shares authorized, none issued .........            --               --
        Common stock, $0.50 par value; 2,225,000 shares
           authorized ; 1,601,918 shares and 1,468,276 shares
           issued at June 30, 1999 and December 31,
          1998, respectively ..................................         801,000          734,000
        Paid-in capital .......................................       8,330,000        5,431,000
        Treasury stock, at cost; 68,618 shares at June 30,1999
            and  62,381 shares at December 31, 1998 ...........        (206,000)        (206,000)
        Retained earnings .....................................      14,644,000       16,795,000
        Accumulated other comprehensive income(loss)...........      (1,443,000)         263,000
                                                                  -------------    -------------
           TOTAL  STOCKHOLDERS' EQUITY ........................      22,126,000       23,017,000
                                                                  -------------    -------------

            TOTAL LIABILITIES  AND STOCKHOLDERS'
            EQUITY ............................................   $ 254,968,000    $ 243,853,000
                                                                  =============    =============
</TABLE>

See accompanying notes to unaudited consolidated interim financial statements.


                      Jeffersonville Bancorp and Subsidiary
                        Consolidated Statements of Income
                                   (Unaudited)

                                           For the Three Months
                                              Ended June 30,
                                             1999          1998
                                      --------------   -------------
INTEREST INCOME
Loan interest and fees ..............   $ 3,129,000    $ 3,016,000
Securities:
     Taxable ........................     1,087,000        907,000
     Non-taxable ....................       307,000        292,000

Federal funds sold ..................        28,000         54,000
                                         ----------     -----------
TOTAL INTEREST INCOME ...............     4,551,000      4,269,000
                                         ----------     -----------
INTEREST EXPENSE
Deposits ............................     1,601,000      1,710,000
Federal Home Loan Bank borrowings ...       285,000        192,000

Other ...............................        11,000          8,000
                                          ---------      ---------
TOTAL INTEREST EXPENSE ..............     1,897,000      1,910,000
                                          ---------      ---------
NET INTEREST INCOME .................     2,654,000      2,359,000
Provision for loan losses ...........        75,000        125,000
                                          ---------      ---------
NET INTEREST INCOME AFTER
     PROVISION FOR LOAN LOSSES ......     2,579,000      2,234,000
                                          ---------      ---------


NON-INTEREST INCOME
Service charges .....................       292,000        210,000
Increase in cash surrender value
      of bank-owned life insurance ..        91,000           --
Net security gains ..................         8,000          1,000
Other non-interest income ...........       153,000        194,000
                                          ---------      ---------
TOTAL NON-INTEREST INCOME ...........       544,000        405,000
                                          ---------      ---------

NON-INTEREST EXPENSES
Salaries and wages ..................       791,000        699,000
Employee benefits ...................       322,000        256,000
Occupancy and equipment expenses ....       293,000        266,000
Other real estate owned expenses, net        57,000         27,000
Other non-interest expenses .........       563,000        473,000
                                          ---------      ---------
TOTAL NON-INTEREST EXPENSES .........     2,026,000      1,721,000
                                          ---------      ---------


Income before income taxes ..........     1,097,000        918,000

Income taxes ........................      (334,000)      (284,000)
                                          ---------      ---------
NET INCOME ..........................   $   763,000    $   634,000
                                        ===========    ===========
Basic earnings per common share .....   $      0.50    $      0.41
                                        ===========    ===========
Average common shares outstanding ...     1,533,809      1,560,708
                                        ===========    ===========


Share  and per  share  data has been  adjusted  for the  effect of the 10% stock
  dividend   distributed  in  May  1999.
See accompanying notes to unaudited consolidated interim financial statements.


                      Jeffersonville Bancorp and Subsidiary
                        Consolidated Statements of Income
                                   (Unaudited)
                                           For the Six Months
                                             Ended June 30,
                                            1999           1998
                                       ------------    ------------
INTEREST INCOME
Loan interest and fees ..............   $ 6,152,000    $ 5,933,000
Securities:
     Taxable ........................     2,248,000      1,750,000
     Non-taxable ....................       606,000        587,000

Federal funds sold ..................        36,000        101,000
                                        -----------     ----------
TOTAL INTEREST INCOME ...............     9,042,000      8,371,000
                                        -----------     ----------

INTEREST EXPENSE
Deposits ............................     3,221,000      3,359,000
Federal Home Loan Bank borrowings ...       567,000        328,000
Other ...............................        29,000         16,000
                                        -----------     ----------
TOTAL INTEREST EXPENSE ..............     3,817,000      3,703,000
                                        -----------     ----------
NET INTEREST INCOME .................     5,225,000      4,668,000
Provision for loan losses ...........       150,000        275,000
                                        -----------     ----------
NET INTEREST INCOME AFTER
     PROVISION FOR LOAN LOSSES ......     5,075,000      4,393,000
                                        -----------     ----------

NON-INTEREST INCOME
Service charges .....................       518,000        405,000
Increase in cash surrender value
      of bank-owned life insurance ..       178,000           --
Net security gains ..................        15,000         12,000
Other non-interest income ...........       260,000        290,000
                                        -----------     ----------
TOTAL NON-INTEREST INCOME ...........       971,000        707,000
                                        -----------     ----------
NON-INTEREST EXPENSES
Salaries and wages ..................     1,533,000      1,414,000
Employee benefits ...................       625,000        510,000
Occupancy and equipment expenses ....       586,000        535,000
Other real estate owned expenses, net       110,000        122,000
Other non-interest expenses .........     1,062,000        914,000
                                        -----------     ----------
TOTAL NON-INTEREST EXPENSES .........     3,916,000      3,495,000
                                        -----------     ----------
Income before income taxes ..........     2,130,000      1,605,000

Income taxes ........................      (619,000)      (461,000)
                                        -----------    -----------
NET INCOME ..........................   $ 1,511,000    $ 1,144,000
                                        ===========    ===========

Basic earnings per common share (1)     $      0.98    $      0.73
                                        ===========    ===========
Average common shares outstanding (1)     1,536,008      1,560,944
                                        ===========    ===========
(1)Share  and per share  data has been  adjusted  for the  effect of the 10%
     stock dividend distributed in May 1999
See accompanying notes to unaudited consolidated interim financial statements.



                      Jeffersonville Bancorp and Subsidiary
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                 For the Six Months
                                                                   Ended June 30,
                                                                1999              1998
                                                           ------------    ------------
OPERATING ACTIVITIES
<S>                                                        <C>             <C>
Net income .............................................   $  1,511,000    $  1,144,000
Adjustments to reconcile net income
     to net cash provided by
     operating activities:
     Provision for loan losses .........................        150,000         275,000
     Write down of other real estate owned .............         12,000          83,000
     Gain on sales of other real estate owned ..........        (34,000)           --
     Depreciation and amortization .....................        251,000         243,000
     Net increase in cash surrender value
           of bank-owned life insurance ................       (135,000)        (25,000)
     Net security gains ................................        (15,000)        (12,000)
     Increase in accrued interest receivable ...........       (161,000)        (80,000)
     Increase in other assets ..........................         69,000          25,000
     Increase in accrued
          expenses and other liabilities ...............        376,000         690,000
                                                           -------------   ------------

               NET CASH PROVIDED BY
                    OPERATING ACTIVITIES ...............      2,024,000       2,343,000
                                                           -------------   ------------

INVESTING ACTIVITIES Proceeds from maturities and calls:
      Securities available for sale ....................      5,301,000      16,146,000
      Securities held to maturity ......................        441,000         439,000
Proceeds from sales of securities
       available for sale ..............................      6,330,000       6,705,000
Purchases :
      Securities available for sale ....................    (16,961,000)    (27,675,000)
      Securities held to maturity ......................       (579,000)       (218,000)
Disbursements for loan originations, net of
       principal collections ...........................     (6,215,000)     (2,446,000)
Purchases of Federal Home Loan Bank stock ..............        (40,000)        (72,000)
Purchase of bank owned life insurance ..................           --        (6,008,000)
Net purchases of premises and equipment ................       (220,000)       (165,000)
Proceeds from sales of other real estate owned .........        311,000         298,000
                                                            -------------   ------------
          NET CASH USED IN
              INVESTING ACTIVITIES .....................    (11,632,000)    (12,996,000)
                                                            -------------   ------------

FINANCING ACTIVITIES
Net increase in deposits ...............................      7,058,000       9,882,000
Increase in short-term debt ............................      4,572,000          67,000
Cash dividends paid ....................................       (453,000)       (425,000)
Proceeds from Federal Home Loan Bank borrowings.........           --         5,002,000
Purchases and retirements of common stock ..............       (243,000)        (46,000)
                                                           -------------   ------------
          NET CASH PROVIDED BY
               FINANCING ACTIVITIES ....................     10,934,000      14,480,000
                                                           -------------   ------------
NET INCREASE IN
               CASH AND CASH EQUIVALENTS ...............      1,326,000       3,827,000
Cash and cash equivalents at beginning of period .......      8,203,000       7,163,000
                                                           -------------   ------------
Cash and cash equivalents at end of period .............   $  9,529,000    $ 10,990,000
                                                           ============    ============

                                                                      (Continued)



                      Jeffersonville Bancorp and Subsidiary
                Consolidated Statements of Cash Flows, Continued
                                   (Unaudited)

                                                                     For the Six Months
                                                                        Ended June 30,
                                                                1999              1998
                                                          -------------------------------------

Supplemental imformation:
   Cash paid for:
          Interest                                             $ 3,833,000         $ 3,671,000
          Income taxes                                             631,000             425,000
Transfer of loans to other real estate owned                       267,000             380,000

See accompanying notes to unaudited consolidated interim financial statements.
</TABLE>



                             JEFFERSONVILLE BANCORP

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (Unaudited)

       A.     Financial Statement Presentation

                  In the opinion of  Management of  Jeffersonville  Bancorp (the
              "Company"),   the  accompanying   unaudited  consolidated  interim
              financial statements contain all adjustments  necessary to present
              the financial  position as of June 30, 1999 and December 31, 1998,
              the  results  of  operations  for the three and six month  periods
              ended  June 30,  1999 and 1998,  and cash  flows for the six month
              periods ended June 30, 1999 and 1998. All  adjustments  are normal
              and recurring.  The accompanying  unaudited  consolidated  interim
              financial  statements  should be read in conjunction with the 1998
              consolidated  annual  financial  statements,  including  the notes
              thereto, which are included in the Company's 1998 Annual Report.

               Earnings Per Share

                  Basic  earnings  per share  amounts were  calculated  based on
              weighted  average  common  shares  outstanding  of  1,533,809  and
              1,560,708,  for the  three-month  periods  ended June 30, 1999 and
              1998  respectively,  and 1,536,008 and 1,560,944 for the six-month
              periods ended June 30, 1999 and 1998, respectively.  There were no
              dilutive  securities during these periods.  All per share data has
              been  restated for the effect of 10% stock  dividend  discussed in
              Note C.






       C.     Stock Dividend

                  On April 13, 1999, the Company  announced a 10% stock dividend
              payable  on May 11,  1999 to common  stockholders  of record as of
              April 27,  1999.  Under the  terms of the  dividend,  stockholders
              received  a  dividend  of one share of common  stock for every ten
              shares  owned  as of the  record  date,  plus  cash in lieu of any
              fractional shares. A total of 145,625 common shares were issued in
              connection with the stock  dividend.  The fair value of the shares
              issued  ($3.2  million) was charged to retained  earnings,  with a
              corresponding  combined  increase  in  common  stock  and  paid-in
              capital.

       D.     Comprehensive Income

                  Statement of Financial  Accounting Standards ("SFAS") No. 130,
           "Reporting Comprehensive Income", defines comprehensive income as the
           reported net income of a company  adjusted for certain items that are
           currently  accounted  for  as  direct  entries  to  equity,  such  as
           unrealized gains and losses on securities available for sale, foreign
           currency items and minimum  pension  liability  adjustments.  For the
           Company, comprehensive income currently represents net income and the
           net change  during the  period in net  unrealized  gains or losses on
           securities  available  for  sale.  The  Company's  accumulated  other
           comprehensive  income  (loss) at June 30, 1999 and  December 31, 1998
           represents  the  after-tax net  unrealized  gain (loss) on securities
           available for sale.

                  Comprehensive  income (loss) for the three-month periods ended
           June 30, 1999 and 1998 was  $(693,000)  and  $612,000,  respectively.
           Comprehensive  income (loss) for the six-month periods ended June 30,
           1999  and 1998  was  $(195,000)  and  $1,069,000,  respectively.  The
           following  summarizes  the components of other  comprehensive  income
           (loss) for the six-month periods:






<TABLE>
<CAPTION>

       Six Months Ended June 30, 1999:
       -------------------------------
             Net unrealized holding losses arising during the period,
<S>                                                                           <C>
                net of tax (pre-tax amount of $2,828,000)                      $  (1,697,000)
             Reclassification adjustment for net gains realized in
                net income during the period, net of tax (pre-tax
                amount of $15,000)                                                    (9,000)
                                                                                -------------
             Other comprehensive loss (pre-tax loss of $2,843,000)             $  (1,706,000)
                                                                                -------------

       Six Months Ended June 30, 1998:
       -------------------------------
             Net unrealized holding losses arising during the period,
                net of tax (pre-tax amount of $125,000)                        $     (68,000)
             Reclassification adjustment for net gains realized in
                net income during the period, net of tax (pre-tax
                amount of $(12,000)                                                   (7,000)
                                                                                -------------

             Other comprehensive loss (pre-tax loss of $137,000)               $     (75,000)
                                                                                -------------
</TABLE>

E.     Accounting Standards

              In June 1998, the Financial  Accounting  Standards  Board ("FASB")
         issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
         Activities",  which establishes  accounting and reporting standards for
         derivative   instruments,   including  certain  derivative  instruments
         embedded in other  contracts,  and for hedging  activities.  In June of
         1999,  the  FASB  issued  SFAS  No.  137,  "Accounting  for  Derivative
         Instruments and Hedging  Activities - Deferral of the Effective Date of
         FASB Statement No. 133",  which deferred the effective date of SFAS 133
         by one year from fiscal years  beginning  after June 15, 1999 to fiscal
         years beginning after June 15, 2000. Management is currently evaluating
         the impact of SFAS No.
         133 on the Company's consolidated financial statements.


<PAGE>





Item 2: Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

       A.     Overview - Financial Condition

                  During the period from  December  31,  1998 to June 30,  1999,
              total  assets  increased   $11,115,000  or  4.6%.   Federal  funds
              purchased (included in short-term borrowings) increased $4,500,000
              to satisfy increased loan demand  experienced in the first quarter
              of 1999.  Securities  available for sale  increased  $2,502,000 or
              2.8%  during  the  six-month  period.  Net  loans  increased  from
              $130,031,000 at year-end 1998 to $135,829,000 at June 30, 1999, an
              increase of $5,798,000 or 4.5%. Net loans decreased  $825,000 from
              March 31, 1999 to June 30, 1999,  reflecting  limited loan demand.
              Loan demand was  unseasonably  low in all areas of lending for the
              second quarter due to increased competition from other lenders.
                  Deposits  increased from  $198,114,000 at December 31, 1998 to
              $205,172,000  at June 30, 1999, an increase of $7,058,000 or 3.6%.
              Deposits  decreased by $277,000 during the second  quarter,  which
              can be  attributed to increased  competition  from other banks and
              mutual  funds.  Second  quarter  growth  in  demand  and super NOW
              deposits was offset by the decrease in time deposits of $7,676,000
              which flowed from savings  accounts to benefit from higher  rates.
              Most of these  time  deposits  were  short-term  municipal  funds.
              Demand deposits increased from $31,287,000 at December 31, 1998 to
              $33,533,000  at June 30, 1999,  an increase of $2,246,000 or 7.2%.
              Inflow of these  lower cost  deposits is  important  to offset the
              cost of the higher priced funds.
                  Total stockholders' equity of $23,017,000 at December 31, 1998
              decreased  $891,000 or 3.9% to $22,126,000 at June 30, 1999.  This
              decrease was  principally  the result of net income of $1,511,000,
              less a decrease of $1,706,000 in accumulated  other  comprehensive
              income,  cash  dividend  payments of $425,000,  and common  shares
              purchased and retired for $239,000.




B.     Provision for Loan Losses

                  The provision for loan losses reflects management's assessment
              of the risk inherent in the loan  portfolio,  the general state of
              the  economy  and past loan  experience.  The  provision  for loan
              losses  was  $150,000  for the six  months  ended  June  30,  1999
              compared to $275,000 for the six months ended June 30, 1998.  This
              decrease is primarily due to a decrease in non-accrual  loans from
              $2,114,000 at June 30, 1998 to $1,009,000 at June 30, 1999.  Total
              charge-offs  for the 1999 six month period were $141,000  compared
              to  $163,000  for  the  same  period  in  the  prior  year,  while
              recoveries  decreased  from  $117,000  for the six month period in
              1998  to  $107,000  for the  same  period  in  1999.  The  amounts
              represent  net  charge-offs  of $34,000 for the first half of 1999
              and  $46,000  for the same  period  in the  prior  year.  Based on
              management's  analysis of the loan portfolio,  management believes
              the current level of the allowance for loan losses is adequate.

              Changes in the allowance for loan losses are summarized as follows
              for the six-month periods ended June 30:
                                        1999            1998
                                        ----            ----
  Balance at beginning of period   $ 2,310,000     $ 1,862,000
  Provision for loan losses ....       150,000         275,000
  Loans charged off ............      (141,000)       (163,000)
  Recoveries ...................       107,000         117,000
                                   -----------     -----------
  Balance at end of period .....   $ 2,426,000     $ 2,091,000
                                   ===========     ===========

Net charge-offs as a percentage
of average outstanding loans ...          0.05%           0.04%

  Allowance for loan losses to:
     Total loans ...............          1.75%           1.61%
     Total non-performing loans          122.6%           65.3%


<PAGE>



<TABLE>
<CAPTION>

C.     Non Accrual and Past Due Loans

        Non-performing loans are summarized as follows at June 30:
                                                               1999           1998
                                                             ----------    ----------
<S>                                                          <C>           <C>
Non-accrual loans ........................................   $1,009,000    $2,114,000
Loans past due 90 days or more and still accruing interest      969,000     1,090,000
                                                             ----------    ----------
Total non-performing loans ...............................   $1,978,000    $3,204,000
                                                             ----------    ----------
Non-performing loans as a percentage of total loans ......         1.43%         2.47%
                                                             ----------    ----------

The effects of non-accrual  and  restructured  loans on
   interest  income
were as follows for the six months ended June 30:
                                                                   1999          1998
                                                             ----------    ----------
Interest contractually due at original rates .............   $   56,000    $  103,000
Interest income recognized ...............................       38,000        65,000
                                                             ----------    ----------
Interest income not recognized ...........................   $   18,000    $   38,000
                                                             ----------    ----------
</TABLE>

                  As of June 30, 1999 and 1998, the recorded investment in loans
              considered to be impaired under SFAS No.114  totaled  $369,000 and
              $527,000, respectively. There was no allowance for loan impairment
              under  SFAS  No.114  at  either  date,   primarily  due  to  prior
              charge-offs and the adequacy of collateral values on these loans.

        Capital

                  In January 1999, the Board of Directors  allocated  $1,000,000
              for the  repurchase  and  retirement  of common  stock on the open
              market.  As of June 30, 1999,  a total of 10,478  shares have been
              repurchased and retired at a cost of $239,000.
                  Under the Federal Reserve Bank's risk-based capital rules, the
              Company's Tier I risk-based capital was 16.4% and total risk-based
              capital was 17.7% of risk-weighted  assets at June 30, 1999. These
              risk-based  capital  ratios are well above the minimum  regulatory
              requirements  of 4.0%  for  Tier I  capital  and  8.0%  for  total
              capital.  The Company's  leverage ratio (Tier I capital to average
              total  assets)  of 9.3% at June 30,  1999 is well  above  the 4.0%
              minimum regulatory requirement.

              The   following   table  shows  the   Company's   actual   capital
              measurements  compared to the minimum  regulatory  requirements at
              June 30, 1998.

TIER I CAPITAL
Stockholders' equity, excluding the after-tax net
        unrealized loss on securities available for sale   $ 23,569,000

TIER II CAPITAL
Allowance for loan losses1 .............................      1,796,000
                                                           ------------
Total risk-based capital ...............................   $ 25,365,000
                                                           ------------
Risk-weighted assets2 ..................................   $143,658,000
                                                           ------------
Average total assets ...................................   $252,583,000
                                                           ------------

RATIOS
Tier I risk-based capital (minimum 4.0%) ...............           16.4%
Total risk-based capital (minimum 8.0%) ................           17.7%
Leverage (minimum 4.0%) ................................            9.3%


              1  The   allowance   for  loan  losses  is  limited  to  1.25%  of
              risk-weighted  assets  for  the  purpose  of this  calculation.  2
              Risk-weighted  assets have been reduced for excess  allowance  for
              loan losses excluded from total risk-based
                 capital


<PAGE>




E.     Results of Operations

              Net Income

                  Net  income  for the first six  months of 1999 was  $1,511,000
              compared to $1,144,000 for the same period in 1998, an increase of
              $367,000 or 32.1%.  Increases of $557,000 in net  interest  income
              and $264,000 in non-interest income, and a decrease of $125,000 in
              the provisions for loan losses, were partially offset by increases
              of $421,000 in  non-interest  expenses  and $158,000 in income tax
              expense.  The Company's  annualized  return on average  assets was
              1.19% in the  current  six-month  period  compared to 1.03% in the
              same period last year. The return on average  stockholders' equity
              was  12.92%  and 10.19% for the first six months of 1999 and 1998,
              respectively.

              Interest Income and Expense

                  Total  tax-equivalent  interest income  increased  $740,000 or
              8.6% in the first six months of 1999  compared  to the same period
              in 1998. Although the overall yield on interest earning assets was
              down 32 basis  points from 8.26% for the six months ended June 30,
              1998 to 7.94%  for the same  period  in 1999,  interest  income on
              earning  assets  increased  as a result of an  increase in average
              earning  assets.  The total average balance for earning assets was
              $235,701,000 for the six-month period ended June 30, 1999 compared
              to $208,504,000 for the same six-month period in 1998.
                  The overall yield on the loan portfolio  decreased by 20 basis
              points to 8.98% for the  first six  months of 1999 from  9.18% for
              the same period in 1998. The average yield on real estate mortgage
              loans, the major portion of the loan portfolio,  also decreased 20
              basis  points to 8.54% in 1999 from  8.74% for the 1998  six-month
              period.   The  tax  equivalent  yield  on  investment   securities
              decreased 32 basis points from 6.84% in 1998 to 6.52% in 1999
                  The yield on interest bearing liabilities decreased from 4.34%
              for the six-month period ended June 30, 1998 to 3.87% for the same
              period in 1999. The overall net interest margin  decreased 1 basis
              point  from  4.71% in the first six months of 1998 to 4.70% in the
              first six months of 1999. However,  the lower margin was more than
              off set by balance sheet growth,  resulting in higher net interest
              income for the first half of 1999.


              Non-Interest Income and Expense

                  Non-interest income for the first six months of 1999 increased
              $264,000 or 37.3% compared to the same period in 1998.  Changes in
              service charge policies and increases in income on bank-owned life
              insurance accounted for most of the increase.

                  Non-interest expenses were $3,916,000 for the first six months
              of 1999  compared to  $3,495,000  for the same period in 1998,  an
              increase of $421,000 or 12.0%.  This increase  reflects a $234,000
              increase in  compensation  and benefits  costs,  primarily  due to
              higher  employee  benefit  costs and  salary  adjustments  for the
              existing staff to maintain the Company's competitive position.

              Year 2000

F.            Year 2000 or "Y2K"  issues  continue to be a top  priority for the
              Company. The year 2000 issue refers to uncertainties regarding the
              ability of various  software  and  hardware  systems to  interpret
              dates  correctly after the beginning of the Year 2000. The Company
              utilizes  and  is  dependent  upon  data  processing  systems  and
              software in its normal course of business.
                  In 1997,  management of the Company  created a Y2K task force.
              This task force consists of senior management and  representatives
              of all processing areas. A Y2K written plan was established. Goals
              of the Y2K Plan include identifying risks, testing data processing
              and other systems used by the Company,  informing customers of the
              Y2K  issues  and  risks,   establishing  a  Contingency  Plan  for
              operations if Y2K issues cause  important  systems or equipment to
              fail,  implementing  changes  necessary to achieve Y2K compliance,
              and  verifying  that these  changes  are  effective.  The Board of
              Directors approved the Plan and reviews progress under the Plan at
              its regular meetings.
                  The Company has met its Y2K goals to date and believes it will
              continue  to meet the goals of the  Plan.  By June 30,  1999,  the
              Company  had  performed   risk   assessments;   assessed  the  Y2K
              preparedness  of  major  vendors  and  supplies  as well as  large
              customers;  started its customer awareness  program;  had finished
              development of the Y2K  Contingency  Plan; and met its deadline of
              final  testing of mission  critical  hardware and software by June
              30, 1999.
                  The Y2K  Contingency  Plan calls for the  Company to  manually
              process  banking  transactions  and to use other  data  processing
              methods  in the  event  that Y2K  efforts  of the  Company  or its
              service providers are not successful. Delays in processing banking
              transactions  would  result if the  Company  were  required to use
              manual  processing or other methods instead of its normal computer
              processes.   These  delays  could  disrupt  the  normal   business
              activities  of the Company  and its  customers.  The Company  must
              assure that the computer  systems it uses to process  transactions
              are Y2K ready to avoid these disruptions.
                  Management  believes  that the cost of  resolving  Y2K  issues
              related  to  the  Company's  hardware  and  software  will  not be
              material to the Company's business, operations, liquidity, capital
              resources or financial condition based on information developed to
              date.  At this time,  the  Company  estimates  that its total cash
              outlays in connection with Y2K compliance will not exceed $50,000,
              excluding  costs of Company  employees  involved in Y2K compliance
              activities. Approximately $40,000 has been expended as of June 30,
              1999.
                  Although the Company has  completed an  assessment  of the Y2K
              effects on its current commercial lending and other customers, the
              actual effect on individual,  corporate and governmental customers
              of the Company and on governmental  authorities  that regulate the
              Company and its subsidiary,  and any resulting consequences to the
              Company,  cannot be determined  with any assurance.  The Company's
              belief  that  it,  and  its  primary  vendors,  will  achieve  Y2K
              compliance,  is based on a number of assumptions and on statements
              made by third  parties,  which are  subject  to  uncertainty.  The
              Company  is not  able to  predict  the  effects,  if  any,  on the
              Company,  financial  markets  or  society in general of the public
              reaction  to Y2K.  Because of this  uncertainty  and  reliance  on
              assumptions  and  statements  of the third  parties,  the  Company
              cannot  be  assured  that  the  results  of its Y2K  Plan  will be
              achieved. Management presently believes, however, that the Company
              will be able to accomplish its Y2K goals and that the Company will
              be able to continue providing financial services for its customers
              into the 21st century.

Item 3:       Quantitative and Qualitative Disclosures about Market Risk
                  The Company's most significant form of market risk is interest
              rate risk,  as the  majority  of the assets  and  liabilities  are
              sensitive  to  changes  in  interest  rates.  There  have  been no
              material  changes in the  Company's  interest  rate risk  position
              since  December  31,  1998.  Other types of market  risk,  such as
              foreign  exchange rate risk and commodity price risk, do not arise
              in the normal course of the Company's business activities.

Item 4:       Submission of Matters to a Vote of Security Holders

               On April 27, 1999, the annual meeting of  shareholders  was held.
          The election of Four Class III directors resulted in the reelection of
          Hon. Lawrence Cooke,  John K. Gempler,  Gibson E. McKean and Edward T.
          Sykes to a  three-year  term.  The proposal to ratify the firm of KPMG
          LLP as  independent  auditors for the fiscal year ending  December 31,
          1999 was  approved.

               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.

                             JEFFERSONVILLE BANCORP
Date: August 10, 1999


                   ------------------------------------------
                                K. Dwayne Rhodes
                     Treasurer and Chief Accounting Officer

<TABLE> <S> <C>


<ARTICLE>                                            9
<CIK>                         0000874495
<NAME>                        Jeffersonville Bancorp
<MULTIPLIER>                                   1000
<CURRENCY>                                     U S Dollars

<S>                             <C>
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                          0
                                    0
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