SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from to
Commission file number 0-20886.
OHSL FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 31-1362390
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5889 Bridgetown Road, Cincinnati, Ohio 45248
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 574-3322
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
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 twelve months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such requirements
for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter)
is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
As of February 28, 1997, the Registrant had issued and outstanding
1,256,091 shares of the Registrant's Common Stock.
The aggregate market value of the voting stock held by
non-affiliates of the Registrant as of February 28, 1997, was $21.6
million.
(The exclusion from such amount of the market value of the shares
owned by any person shall not be deemed an admission by the
Registrant that such person is an affiliate of the Registrant.)
The following documents are incorporated by reference: Parts II and
IV of Form 10-KSB - Annual Report to Stockholders
for the fiscal year ended December 31, 1996 and Part III of Form
10-KSB - Proxy Statement for Annual Meeting of Stockholders
to be held in 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
OHSL FINANCIAL CORP.
Date: April 4, 1997 By:/s/ Kenneth L. Hanauer
Kenneth L. Hanauer, President
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
/s/Kenneth L. Hanauer /s/Norbert G. Brinker
Kenneth L. Hanauer, President Norbert G. Brinker, Chairman
and Director of the Board
(Principal Executive Officer)
Date: April 4, 1997 Date: April 4, 1997
/s/William R. Hillebrand /s/Thomas M. Herron
William R. Hillebrand, Director Thomas M. Herron, Director
Date: April 4, 1997 Date: April 4, 1997
/s/Alvin E. Hucke /s/Thomas E. McKiernan
Alvin E. Hucke, Director Thomas E. McKiernan, Director
Date: April 4, 1997 Date: April 4, 1997
<PAGE>
/s/Joseph J. Tenoever /s/Howard H. Zoellner
Joseph J. Tenoever, Director Howard H. Zoellner, Director
Date: April 4, 1997 Date: April 4, 1997
/s/Patrick J. Condren
Patrick J. Condren, Treasurer
(Principal Financial and
Accounting Officer)
Date: April 4, 1997
Exhibit 11. Earnings Per Share
The calculation of average shares outstanding for the purpose of
computing earnings per share ("EPS") is shown below. In this
calculation, pursuant to the provisions of Statement of Position
93-6, shares owned by the Corporation's Employee Stock Ownership
Plan are not considered as outstanding for purposes of computing
outstanding shares.
The calculation below, commonly referred to as the treasury stock
method of computing fully diluted earnings per share, assumes that
all unexercised stock options at the end of the period are exercised
at the exercise price. The proceeds from such exercise are then
used to repurchase shares at the closing price of the stock at year
end.
Average shares outstanding during the twelve
months ended December 31, 1996, net of
average unallocated ESOP shares........... 1,220,361
Add: average stock options exercised....... 79,785
Less: shares repurchased with funds from
exercise of options; $797,850 received
from option exercise ($21.25 per share
closing bid price)........................ (37,545)
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Shares outstanding for EPS calculations..... 1,262,601
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Fully diluted earnings per share............ $0.98
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