CAPITAL SAVINGS BANCORP INC
10QSB, 1997-11-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                   FORM 10-QSB

[ X ] Quarterly Report Under Section 13 or 15(d) of the Securities and 
      Exchange Act of 1934



For the Quarterly Period Ended September 30, 1997    Commission File No. 0-22656


                          CAPITAL SAVINGS BANCORP, INC.
             (Exact name of registrant as specified in its charter)



          Delaware                                    43-1656529
     (State of Incorporation)                      (I.R.S. Employer 
                                                   Identification No.)



                425 Madison
         Jefferson City, Missouri                          65101
     (Address of principal executive offices)           (Zip Code)


                  Registrant's telephone number: (573) 635-4151


         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   [   ]


The number of shares  outstanding of the issuer's  common stock,  par value $.01
per share, was 1,891,800 at November 10, 1997.

Transitional Small Business Disclosure Format (check one): Yes [   ]   No  [ X ]
<PAGE>
                          CAPITAL SAVINGS BANCORP, INC.
                                   FORM 10-QSB



                                      Index


Part I.    Financial Information


Item 1            Financial Statements 
                                                                                
                  Consolidated Statements of Financial Condition as of September
                  30, 1997 (unaudited) and June 30, 1997

                  Consolidated  Statements  of  Operations  for the Three Months
                  ended September 30, 1997 and 1996(unaudited)

                  Consolidated  Statements  of Cash  Flows for the Three  Months
                  ended September 30, 1997 and 1996 (unaudited)

                  Notes to Consolidated Financial Statements (unaudited)

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



Part II.   Other Information

Item 1            Legal Proceedings 

Item 2            Changes in Securities 

Item 3            Defaults upon Senior Securities 

Item 4            Submission of Matters to a Vote of Security Holders 

Item 5            Other Information 

Item 6            Exhibits and Reports on Form 8-K 

Signatures       

Exhibit 11       

* Exhibit 27 


* Submitted only with filing in electronic format.
<PAGE>
<TABLE>
<CAPTION>
CAPITAL SAVINGS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Financial Condition
                                                                  September 30,        June 30,
                                                                     1997                1997
                                                                -------------      -------------
                                                                  (unaudited)
                                ASSETS
<S>                                                             <C>                <C>
Cash and due from depository institutions (including ......     $   7,115,474      $   7,953,414
  interest-earning deposits totaling $3,703,000  at
  September 30, 1997 and $4,468,000 at June 30, 1997)
Securities available-for-sale .............................        29,650,983         28,154,190
Securities held-to-maturity (approximate fair values of
  $5,018,000 at September 30, 1997 and
  $9,004,000 at June 30, 1997) ............................         4,994,886          8,984,323
Stock in Federal Home Loan Bank ...........................         3,025,000          3,025,000
Loans receivable, net .....................................       193,206,404        190,202,685
Accrued interest receivable ...............................         1,512,198          1,465,221
Real estate owned held-for-sale, net ......................            28,566             68,898
Premises and equipment, net ...............................         2,252,236          2,231,146
Other assets ..............................................           473,022            433,019
                                                                -------------      -------------
     Total assets .........................................     $ 242,258,769      $ 242,517,896
                                                                =============      =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits ..................................................     $ 170,994,597      $ 171,038,959
Borrowed funds ............................................        45,000,000         46,500,000
Advances from borrowers for taxes and insurance ...........         1,645,446          1,335,474
Accrued expenses and other liabilities ....................         1,317,008          1,352,868
Income tax payable ........................................         1,158,896            950,407
                                                                -------------      -------------
     Total liabilities ....................................       220,115,947        221,177,708

Serial preferred stock, $.01 par value;
  authorized 800,000 shares; none issued ..................              --                 --
Common stock, $.01 par value:
  Authorized, 5,200,000 shares; Issued, 2,149,597 .........            21,496             21,496
Additional paid-in capital ................................        11,980,738         11,910,849
Retained earnings, restricted .............................        14,616,845         14,122,506
                                                                -------------      -------------
                                                                   26,619,079         26,054,851
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CAPITAL SAVINGS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Financial Condition (continued)

                                                                  September 30,        June 30,
                                                                     1997                1997
                                                                -------------      -------------
                                                                  (unaudited)
                                 
<S>                                                             <C>                <C>
Treasury Stock, at cost - 258,389 shares at
     September 30, 1997 and 257,789 shares at June 30, 1997        (4,279,473)        (4,271,136)
Deferred compensation-Recognition and
     Retention Plan (RRP) .................................          (134,859)          (171,176)
Deferred compensation - Employee Stock
    Ownership Plan (ESOP) .................................          (431,834)          (461,805)
  Unrealized gain (loss) on securities available-for-sale,
    net of deferred taxes .................................           369,909            189,454
                                                                -------------      -------------
      Total stockholders' equity ..........................        22,142,822         21,340,188
                                                                -------------      -------------
      Total liabilities and stockholders' equity ..........     $ 242,258,769      $ 242,517,896
                                                                =============      =============
</TABLE>
See accompanying Notes to Consolidated Financial Statements (unaudited)
<PAGE>
<TABLE>
<CAPTION>
CAPITAL SAVINGS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
                                                   Three Months     Three Months
                                                      Ended             Ended
                                                  September 30,     September 30,
                                                       1997              1996
                                                   -----------      -----------
<S>                                                <C>              <C>
INTEREST INCOME:
  Loans receivable ..........................      $ 3,599,440      $ 3,169,650
  Consumer and other loans ..................          374,519          299,669
  Investment securities held-to-maturity
    and securities available-for-sale .......          270,829          322,883
  Mortgage-backed securities ................          380,359          477,824
  Other interest-earning assets .............           41,497           18,922
                                                   -----------      -----------
    Total Interest Income ...................        4,666,644        4,288,948
                                                   -----------      -----------

INTEREST EXPENSE:
  Deposits ..................................        2,035,669        1,831,013
  Borrowed funds ............................          628,564          676,942
                                                   -----------      -----------

    Total Interest expense ..................        2,664,233        2,507,955
                                                   -----------      -----------

    Net Interest Income .....................        2,002,411        1,780,993

Provision for loan losses ...................           30,000           30,000
                                                   -----------      -----------
    Net interest income after
    provision for loan losses ...............        1,972,411        1,750,993
                                                   -----------      -----------

NONINTEREST INCOME:
  Bank service charges and fees .............          240,249          124,215
  Loan servicing fees .......................           45,441           50,038
  Other .....................................          155,316           61,406
  Income (loss) from real estate
    owned held-for-sale .....................              438            1,163
                                                   -----------      -----------

    Total noninterest income ................          441,444          236,822
                                                   -----------      -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CAPITAL SAVINGS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited) (continued)
                                                   Three Months     Three Months
                                                      Ended             Ended
                                                  September 30,     September 30,
                                                       1997              1996
                                                   -----------      -----------
<S>                                                <C>              <C>
NONINTEREST EXPENSE:
  Compensation and benefits .................          712,830          565,263
  Occupancy and equipment ...................          173,241          151,551
  Federal insurance premiums ................           26,880        1,045,895
  Other expense .............................          503,546          423,155
                                                   -----------      -----------

    Total noninterest expense ...............        1,416,497        2,185,864
                                                   -----------      -----------

    Income before provision for
      income taxes ..........................          997,358         (198,049)

Provision for income taxes ..................          394,948          (73,271)
                                                   -----------      -----------

                 Net Income .................      $   602,410      ($  124,778)
                                                   ===========      =========== 
</TABLE>
See accompanying Notes to Consolidated Financial Statements (unaudited)
<PAGE>
<TABLE>
<CAPTION>
CAPITAL SAVINGS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)   (Dollars in Thousands)
                                                             Three Months  Three Months
                                                                Ended          Ended
                                                             September 30,  September 30,
                                                                1997            1996
<S>                                                           <C>           <C>
OPERATING ACTIVITIES
Net Income ..............................................     $    602      ($   125)

Adjustments  to  reconcile net income to net cash
 provided  by  operating activities:
  Amortization of deferred loan origination fees ........          (20)          (13)
  Amortization of premiums and accretion
    of discounts on mortgage-backed, investment
    securities and securities held for sale .............           18            16
  Depreciation ..........................................           96            84
  Provision for loan losses .............................           30            30
  Loss(gain) on sale of real estate
    owned held for sale .................................            0             0
  Loss(gain) on sale of securities ......................          (52)            0
  Compensation Expense-RRP ..............................           28             8
  Compensation Expense-ESOP .............................          100            20
  Origination of loans receivable
    originated for sale to FHLMC ........................       (1,319)            0
  Proceeds from loans receivable
    originated for sale to FHLMC ........................        1,319             0
Adjustments for (increases) decreases in operating assets
  and increases (decreases) in operating liabilities:
  Accrued interest and other assets .....................          (87)          (22)
  Accrued expenses and other liabilities ................          (36)          973
  Income taxes payable ..................................         (104)            6
                                                              --------      --------
    Net cash provided by operating activities ...........     $    575      $    977
                                                              --------      --------
 
INVESTING ACTIVITIES
(Loan origination) and principal
  payment on loans receivable, net ......................     ($ 2,841)     ($ 9,488)
Principal payments on mortgage-backed securities ........        1,442         1,504
Purchases of:
     Securities available-for-sale ......................       (2,905)       (1,326)
     Securities held-to-maturity ........................            0        (2,800)
Proceeds from maturities of:
     Securities available-for-sale ......................            0           500
     Securities held-to-maturity ........................        4,000             0
Sales of securities available-for-sale ..................          222             0
Purchase of Federal Home Loan Bank stock ................            0          (550)
Proceeds from sale of real estate owned held-for-sale ...           38             0
Purchase of premises and equipment ......................          (21)          (86)
                                                              --------      --------
 
Net cash provided (used) by investing activities ........     ($    65)     ($12,246)
                                                              --------      -------- 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CAPITAL SAVINGS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
(Unaudited)    (Dollars in Thousands)
                                                             Three Months   Three Months
                                                                Ended          Ended
                                                             September 30,   September 30,
                                                                 1997           1996
                                                              --------      --------
<S>                                                           <C>           <C>
FINANCING ACTIVITIES
Net increase (decrease) in deposits .....................     ($    44)     $  2,091
Net increase (decrease) in borrowed funds ...............       (1,500)       11,000
Net increase (decrease) in advances from borrowers
  for taxes and insurance ...............................          310           179
Acquisition of treasury stock ...........................            0          (941)
Dividends................................................         (114)          (86)
     Net cash provided (used) by financing activities ...     ($ 1,348)     $ 12,243
                                                              --------      --------

     Net increase (decrease) in cash and cash equivalents         (838)          974

Cash and cash equivalents at beginning of the period ....        7,953         2,973
                                                              --------      --------

Cash and cash equivalents at end of the period ..........     $  7,115      $  3,947
                                                              ========      ========

SUPPLEMENTAL DISCLOSURES Cash paid during the year for:

    Interest ............................................     $  2,623      $  1,829

    Income taxes ........................................     $    300      $    149

  Non-cash transactions:

    Transfers from loans receivable to
      real estate owned held-for-sale ...................     $      0      $     40

    Transfers from real estate owned held-
      for-sale to loans receivable ......................     $      0      $      0


</TABLE>
<PAGE>
                  CAPITAL SAVINGS BANCORP, INC. AND SUBSIDIARY
             Notes to Consolidated Financial Statements (Unaudited)

(1)      Basis of Presentation

         The accompanying  unaudited consolidated financial statements have been
         prepared in accordance with Generally  Accepted  Accounting  Principles
         ("GAAP") for interim financial information and with the instructions to
         Form 10-QSB and Article 10 of Regulation S-X. Accordingly,  they do not
         include  all of the  information  and  footnotes  required  by GAAP for
         complete  financial  statements.  In the  opinion  of  management,  all
         adjustments  (consisting of only normal recurring  accruals)  necessary
         for a fair presentation  have been included.  The results of operations
         and other data for the three  months ended  September  30, 1997 are not
         necessarily  indicative  of results that may be expected for the entire
         fiscal year ending June 30, 1998.

         The unaudited  consolidated financial statements include the amounts of
         Capital  Savings  Bancorp,  Inc. (the  "Company") and its  wholly-owned
         subsidiary,  Capital  Savings  Bank,  FSB (the  "Bank")  and the Bank's
         wholly-owned  subsidiary,  Capital  Savings  Financial  Services,  Inc.
         ("CSFS")  for the three  months  ended  September  30,  1997.  Material
         intercompany   accounts  and  transactions   have  been  eliminated  in
         consolidation.

(2)      Benefit Plans

         The Bank established for eligible employees an Employee Stock Ownership
         Plan ("ESOP") in connection  with its  conversion  from mutual to stock
         form (the  "Conversion").  The ESOP borrowed  $938,400 from the Company
         and  purchased   93,840   common  shares  issued  in  the   Conversion,
         subsequently adjusted to reflect the 2-for-1 stock split in the form of
         100%  stock  dividend  completed  on  November  22,  1996.  The Bank is
         expected to make scheduled discretionary cash contributions to the ESOP
         sufficient to service the amount  borrowed.  At September 30, 1997, the
         remaining  balance of the ESOP loan was $469,200  ($938,400 in proceeds
         from stock issued by the Company less the  principal  payments  made by
         the Bank) and is reflected in the accompanying  consolidated  financial
         statements as a charge to unearned  compensation and a credit to common
         stock  and  paid-in  capital.   The  unamortized  balance  of  unearned
         compensation  is shown as a  deduction  to  stockholders'  equity.  The
         unpaid balance of the ESOP loan is eliminated in consolidation.

         The Company has  established a Recognition  and Retention  Plan ("RRP")
         which  may  award  up to  46,920  shares  of  Company  common  stock to
         officers, directors and other employees of the Company and the Bank. On
         December 28, 1993,  38,589 shares of common stock were awarded pursuant
         to the RRP. All shares were  awarded to  directors  and officers of the
         Company and the Bank,  and vest at a rate of 20% per calendar year. The
         number  of  shares  were  adjusted  for the  November  22,  1996  stock
         dividend.  On December 19, 1996, an additional  15,800 shares of common
         stock were awarded to directors,  officers and certain employees of the
         Company and the Bank,  and also vest at a rate of 20% per calendar year
         beginning January 1, 1998. The aggregate purchase price of these shares
         will be  amortized  as  compensation  expense  over  the  participants'
         vesting period.
<PAGE>
         The  Company  has also  adopted a stock  option plan for the benefit of
         directors,  officers,  and other key  employees  of the Company and the
         Bank.  The number of shares of common stock reserved for issuance under
         the stock  option plan is 117,300.  On December  28,  1993,  options to
         purchase  87,388  shares of common stock were granted to directors  and
         certain  officers of the  Company and the Bank at an exercise  price of
         $10.00 per  share.  As of  September  30,  1997,  all  options  awarded
         December  28, 1993 have  vested.  The number of shares and the exercise
         price were  adjusted  for the  November  22,  1996 stock  dividend.  On
         December 19, 1996,  options to purchase  47,300  shares of common stock
         were granted to directors,  certain officers,  and certain employees of
         the Company and the Bank at an exercise price of $13.44 per share.  The
         maximum option term cannot exceed ten years.

(3)      Earnings Per Share

         Earnings per share of common stock have been determined by dividing net
         income for the three  month  period  ended  September  30,  1997 by the
         weighted  average  number of shares of common  stock and  common  stock
         equivalents  outstanding  for the  period.  Effective  July 1, 1994 the
         Company  adopted  Statement of Position  ("SOP") 93-6,  which  requires
         recognition of expense based upon ESOP shares  committed to be released
         and the  exclusion of  unallocated  ESOP shares from earnings per share
         computations.   Under  SOP  93-6,  the  number  of  shares   considered
         outstanding for earnings per share purposes in periods prior to July 1,
         1994, that are no longer considered  outstanding at September 30, 1997,
         totalled  84,638  shares.  The granted  stock  options are  regarded as
         common stock  equivalents and are therefore  considered in both primary
         and fully diluted earnings per share  calculations.  All shares reflect
         the 2-for-1 stock split, effective in the form of a 100% stock dividend
         completed November 22, 1996.

(4)      Stock Repurchase Program

         As of September 30, 1997 the Company had repurchased a total of 273,589
         shares of its common stock. The repurchased shares have become treasury
         shares available for general corporate purposes,  including the funding
         of stock options and RRPs.

(5)      Commitments and Contingencies

         Commitments  to  originate  mortgage  loans of $1.5  million  (of which
         $669,000  were  adjustable-rate  commitments)  at  September  30,  1997
         represent  amounts  which the  Company  plans to fund within the normal
         commitment  period of sixty to ninety days.  As of September  30, 1997,
         the Company did not have any  commitments  to purchase  mortgage-backed
         securities.

         The Company also offers home equity  lines of credit to its  customers.
         At  September  30,  1997  the  outstanding  lines of  credit  available
         totalled $4.7 million.

(6)      Subsequent Events

         The  Company  declared a cash  dividend  of 6.0 cents per share for the
         quarter  ended  September  30,  1997.  The cash  dividend is payable to
         stockholders  of record as of  November  3,  1997,  and will be paid on
         November 13, 1997.
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The  Bank  is the  Company's  only  operating  subsidiary.  Unless  the  context
otherwise  requires,  all  references  to the Company  includes the Bank and its
subsidiary.

Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in
this 10-QSB may be deemed to be  forward-looking  statements  that involve risks
and  uncertainties,  including  changes in economic  conditions in the Company's
market  area,  changes in  policies  by  regulatory  agencies,  fluctuations  in
interest rates,  demand for loans in the Company's  market area and competition.
Actual strategies and results in future periods may differ materially from those
currently expected.  These  forward-looking  statements  represent the Company's
judgement  as of the date of this report.  The Company  disclaims  however,  any
intent or obligation to update these forward-looking statements.

Liquidity and Capital Resources

Liquidity is a measurement  of the  Company's  ability to raise cash when needed
without an adverse  impact on current or future  earnings.  The  Company's  most
liquid assets are cash, cash due from banks,  interest-earning deposits and U.S.
Treasury  Securities  with maturities of two years and less. The levels of these
assets  are  dependent  on  the  Company's  investing,  operating,  and  deposit
activities  during any given period.  At September 30, 1997, cash, cash due from
banks and interest-earning deposits, totalled $7.1 million.

The Bank is required to maintain  minimum  levels of liquid assets as defined by
OTS   regulations.   Liquid  assets  consist  of  cash,  cash  due  from  banks,
interest-earning  deposits  and short-  and  intermediate-term  U.S.  Government
securities. This requirement,  which periodically varies depending upon economic
conditions and deposit  flows,  is based upon a percentage of deposits and short
term  borrowing.  The  current  required  liquidity  ratio  is 5%.  The Bank has
historically  maintained a level of liquid  assets in excess of this  regulatory
requirement.  The  Bank's  liquidity  ratio was  6.36% at  September  30,  1997.
Liquidity  management for the Bank is both a daily and long term function of the
Bank's management strategy. In the event that the Bank requires funds beyond its
ability to generate them internally,  additional  sources of funds are available
through the use of FHLB advances and reverse repurchase agreements.

The  Company's  primary  source of funds are  deposits,  proceeds  from maturing
investment  securities,  and  principal  and interest  payments on loans.  While
maturing  investment  securities  and the  repayment  of  loans  are  relatively
predictable sources of funds,  deposit flows and early loan prepayments are more
influenced by interest rates, general economic conditions and competition.  From
time to time,  funds are borrowed  from the Federal Home Loan Bank of Des Moines
("FHLB") as an additional source of funds.

The primary  investment  activity of the Company is the  origination of mortgage
loans.  During the three months ended  September 30, 1997 and 1996,  the Company
<PAGE>
originated  mortgage  loans in the  aggregate  amount of $11.1 million and $13.3
million,  respectively. A more limited investment activity of the Company is the
investment of funds in U.S.  Treasury  securities,  certificates of deposit with
other  financial  institutions,  mortgage-backed  securities  and FHLB overnight
funds. During periods when the Company's loan demand is limited, the Company may
purchase loans for investment and purchase short-term  investment  securities to
obtain a higher yield than available in interest-earning deposits.

At September 30, 1997 the Company had outstanding  loan commitments to originate
$6.2 million of loans,  including $4.7 million of undisbursed  home equity lines
of credit.  The Company believes that it will have sufficient funds available to
meet all of these commitments.  At September 30, 1997,  certificates of deposits
scheduled  to mature in one year or less,  totalled  $90.1  million.  Management
believes  based on its experience to date,  that a significant  portion of these
funds will remain with the Company.

At September  30, 1997 the Bank exceeded  each of the three  regulatory  capital
ratio requirements. The Bank's tangible, core and risk-based capital ratios were
8.21%,  8.21%,  and  17.03%,   respectively.   These  regulatory  capital  ratio
requirements at September 30, 1997 were 1.5%, 3.0%, and 8.0%, respectively.

Changes in Financial Condition

Total assets  remained  stable,  decreasing  only  $259,000,  or 0.1%, to $242.2
million at September 30, 1997 from $242.5  million at June 30, 1997.  Securities
held-to-maturity,  consisting primarily of callable agency securities, decreased
$4.0  million or 44.4% to $5.0 million from $9.0 million at June 30, 1997 due to
securities  being called  prior to maturity.  Loans  receivable  increased  $3.0
million, or 1.6%, to $193.2 million at September 30, 1997 from $190.2 million at
June 30, 1997.

Total  liabilities  decreased  $1.1  million,  or 0.5%,  to  $220.1  million  at
September  30,  1997 from $221.2  million at June 30,  1997.  Deposits  remained
stable,  decreasing  only  $44,000,  or less than  0.1%,  to $171.0  million  at
September 30, 1997.  Borrowed funds decreased $1.5 million,  or 3.2%, during the
same period to $45.0 million from $46.5 million.

Stockholder's equity increased $808,000,  or 3.8%, to $22.1 million at September
30, 1997 from $21.3  million at June 30,  1997.  The  increase  was  primarily a
result of net income of $602,000 for the three months ended  September  30, 1997
and an increase in unrealized gains in securities available-for-sale of $180,000
for the same period.

Interest Rate Sensitivity

The Bank has employed various strategies intended to minimize the adverse effect
of  interest  rate  risk on future  operations  of the Bank and the  Company  by
attempting to match the interest rate  sensitivity of its assets and liabilities
and by expanding its activities,  such as checking account  services,  financial
services and other noninterest income areas, which are not directly dependent on
interest  rate  spreads.  The Bank's  strategies  are intended to stabilize  net
interest income for the long-term by protecting its interest rate spread against
changes in interest rates.
<PAGE>
The Board of Directors of the Bank has appointed an  Asset/Liability  Committee.
It is  the  responsibility  of  this  committee  to  manage  the  interest  rate
sensitivity of the Bank's balance sheet in order to minimize large  fluctuations
in the net  income of the Bank.  The Bank  utilizes  adjustable  rate  mortgages
("ARM's"),  adjustable  rate  mortgage-backed  securities  and consumer loans to
provide repricing  opportunities  more closely matched within the time frames in
which  its  deposits   are   repriced.   The   committee  is  charged  with  the
responsibility  to manage  interest rate risk while  remaining  sensitive to the
Board's policy that credit risk not be substituted  for interest rate risk. As a
result of these  efforts,  approximately  58% of the  Bank's  mortgage  loan and
mortgage-backed  security portfolio as of September 30, 1997,  consisted of ARMs
and adjustable rate mortgage backed  securities,  and approximately  8.1% of the
Bank's total loan portfolio consisted of consumer loans.

Results of Operations
General

The  Company's  results of operations  depend  primarily on the level of its net
interest income and noninterest income and the level of its operating  expenses.
Net  interest  income  depends  upon the volume of  interest-earning  assets and
interest-bearing  liabilities,  and the  interest  rates earned or paid on them,
respectively.

The  Company's  net income  increased  $727,000 to $602,000 for the three months
ended  September  30,  1997  compared to net income of  ($125,000)  for the same
period in 1996. The increase in net income for the three month period was due to
increases in net interest income and  noninterest  income and due to the payment
of the  one-time  SAIF  special  assessment  of  $592,000,  after  tax,  made on
September 30, 1996.

Interest Income

Interest  income  increased  $378,000,  or 8.8%,  to $4.7  million for the three
months ended  September  30, 1997 from $4.3 million for the same period in 1996.
The  increase in interest  income was due  primarily to an increase in volume of
loans. Interest income on loans receivable increased $505,000, or 14.6%, for the
three months ended September 30, 1997. Interest from securities held-to-maturity
and securities  available-for-sale  decreased $150,000,  or 18.7%, for the three
months ended  September  30, 1997.  The  decrease  was  primarily  due to a $9.7
million  decrease in the  Company's  balance of  securities  to $34.6 million at
September 30, 1997 from $44.3 million at September 30, 1996.

Interest Expense

Interest  expense  increased  $156,000,  or 6.2%,  to $2.7 million for the three
months ended  September  30, 1997 from $2.5 million for the same period in 1996.
The increase was due  primarily to an increase in the level of deposits from the
previous period.  Deposits increased $16.6 million,  or 10.8%, to $171.0 million
at September 30, 1997 from $154.4 million at September 30, 1996.

Net Interest Income

Net interest income increased $221,000,  or 12.4%, to $2.0 million for the three
months  ended  September  30,  1997  compared  to the same  period in 1996,  due
primarily  to an increase  in loans and an  increase in the Bank's net  interest
margin. Net interest margin (interest income less interest expense, expressed as
a  percentage  of average  interest-earning  assets)  increased to 3.41% for the
three months ended September 30, 1997 from 3.27% for the same period in 1996.
<PAGE>
Provision for Loan Losses

The provision for loan losses is a result of management's  periodic  analysis of
the adequacy of the allowance for loan losses. The provision for loan losses was
$30,000 for the three months ended September 30, 1997 and 1996. At September 30,
1997 the Company's  allowance for loan losses totaled  $750,000,  or .39% of the
total loan portfolio and 82.2% of total non-performing assets.

Management establishes an allowance for loan losses based on an analysis of risk
factors  in the  loan  portfolio.  This  analysis  includes  the  evaluation  of
concentrations  of credit,  past loss experience,  current economic  conditions,
amount and composition of the loan portfolio, estimated fair value of underlying
collateral,  loan  commitments  outstanding,  delinquencies,  and other factors.
Because of the Company's  extremely low loan loss experience during its history,
management  also  considers the loan loss  experience  of similar  portfolios in
comparable lending markets.  Accordingly, the calculation of the adequacy of the
allowance  for loan  losses is not based  solely on the level of  non-performing
assets.

Management  will  continue  to monitor  the  allowance  for loan losses and make
future  additions  to the  allowance  through the  provision  for loan losses as
economic  conditions and loan portfolio  quality  dictate.  Although the Company
maintains  its  allowance  for loan losses at a level which it  considers  to be
adequate to provide for losses,  there can be no  assurance  that future  losses
will not exceed estimated amounts or that additional  provisions for loan losses
will not be required in future periods. In addition, the determination as to the
amount of its  allowance  for loan  losses is  subject  to review by the  Bank's
regulators,  as part of their  examination  process,  which  may  result  in the
establishment  of an  additional  allowance  based  upon their  judgment  of the
information available to them at the time of their examination.

Noninterest Income

Noninterest  income,  consisting  primarily of bank service charges and fees and
loan servicing  income  increased by $205,000,  or 86.4%, to $441,000 during the
three months ended September 30, 1997. The increase was primarily  attributed to
checking  account  fee income,  which  increased  $116,000  to $240,000  for the
quarter  ended  September  30,  1997 from the same  period  in 1996.  Management
intends to continue  marketing of this program.  In addition,  other noninterest
income increased  $94,000 from the same period in 1996,  primarily due to a gain
on sale of equity securities of $52,000.

Noninterest Expense

Noninterest  expense consists primarily of compensation and benefits,  occupancy
and  equipment,   federal  insurance  premiums,   and  service  bureau  charges.
Noninterest  expense  totalled $1.4 million for the three months ended September
30,  1997  compared to $2.2  million for the same period in 1996,  a decrease of
$769,000 or 35.2%.  The decrease was  primarily  attributed to the September 30,
1996  non-recurring  SAIF  assessment  of  $959,000,   offset  by  increases  in
compensation and benefits.  Compensation  and benefits  increased  $148,000,  or
26.1%,  for the three months ended  September  30,  1997.  This was  primarily a
result of the addition of 7 full time equivalent employees, which were added due
to extended  hours of operation  and  increased  activity from the Company's new
checking account program.
<PAGE>
Income Tax

The provision for income taxes increased $1.2 million for the three months ended
September  30,  1997 over the same period in 1996 due to higher  pre-tax  income
relating  primarily  to the  one-time  SAIF  assessment  in three  months  ended
September 30, 1996.
<PAGE>

                  CAPITAL SAVINGS BANCORP, INC. AND SUBSIDIARY
                          Part II -- Other Information



Item 1   Legal Proceedings
         Not applicable.

Item 2   Changes in Securities
         Not applicable.

Item 3   Default upon Senior Securities
         Not applicable.

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

                  Exhibit 11 - Statement re:  computation of per share earnings

                  Exhibit 27 - Financial Data Schedule*

         (b) There were no reports filed on Form 8-K.



         *Submitted only with filing in electronic format.

<PAGE>



                 CAPITAL SAVINGS BANCORP, INC. AND SUBSIDIARIES
                                   Signatures


Pursuant  to the  requirement  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.




                                         CAPITAL SAVINGS BANCORP, INC.
                                                  (Registrant)




Date: November 14, 1997                   /s/ Larry Schepers
      -----------------                   -------------------
                                          Larry Schepers
                                          President and Chief Executive Officer
                                          (Duly Authorized Officer)




Date: November 14, 1997                   /s/ Arthur Wankum
      -----------------                   ------------------
                                          Arthur Wankum
                                          Executive Vice President and Chief
                                          Financial Officer
                                          (Principal Financial Officer)




                                   EXHIBIT 11


         Statement re:  Computation of Per Share Earnings



                                  Three Months
                                      Ended
                               September 30, 1997

1.       Net income                                                 $   602,410 
                                                                    =========== 
2.       Weighted average common shares
         outstanding*                                                 1,708,255
                                                                                
3.       Common stock equivalents due to dilutive effect of:
            Recognition and Retention Plan                               92,378

            Stock Options                                               116,974
                                                                    -----------

4.       Total weighted  average common shares and
         equivalents  outstanding for primary
         earnings per share computation                               1,917,607
                                                                    =========== 

5.       Primary earnings per share*                                $      0.31
                                                                    =========== 

6.       Weighted average common shares and
         equivalents outstanding                                      1,917,607

7.       Additional  dilutive  shares  using the 
         higher of the end of the period market
         value versus average  market value for 
         the period  utilizing the treasury stock
         method regarding stock options                                   3,145
                                                                    -----------
8.       Total weighted  average common shares and
         equivalents  outstanding for fully diluted
         earnings per share computation

9.       Fully diluted earnings per share                             1,920,752
                                                                    =========== 


                                                                    $      0.31
                                                                    ===========
                                                          


         * The weighted  average common shares  outstanding has been computed in
         accordance with SOP 93-6,  which requires the exclusion of ESOP shares,
         totaling  54,529 at September 30, 1996 that have not been  committed to
         be released, from earnings per share computations.

<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-END>                               SEP-30-1997
<CASH>                                           3,412
<INT-BEARING-DEPOSITS>                           3,703
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     29,651
<INVESTMENTS-CARRYING>                           4,995
<INVESTMENTS-MARKET>                             5,018
<LOANS>                                        193,206
<ALLOWANCE>                                        750
<TOTAL-ASSETS>                                 242,259
<DEPOSITS>                                     170,995
<SHORT-TERM>                                    33,000
<LIABILITIES-OTHER>                              4,121
<LONG-TERM>                                     12,000
                                0
                                          0
<COMMON>                                            21
<OTHER-SE>                                      22,121
<TOTAL-LIABILITIES-AND-EQUITY>                 242,259
<INTEREST-LOAN>                                  3,974
<INTEREST-INVEST>                                  651
<INTEREST-OTHER>                                    41
<INTEREST-TOTAL>                                 4,666
<INTEREST-DEPOSIT>                               2,036
<INTEREST-EXPENSE>                               2,664
<INTEREST-INCOME-NET>                            2,002
<LOAN-LOSSES>                                       30
<SECURITIES-GAINS>                                  52
<EXPENSE-OTHER>                                  1,416
<INCOME-PRETAX>                                    997
<INCOME-PRE-EXTRAORDINARY>                         997
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       602
<EPS-PRIMARY>                                     0.31
<EPS-DILUTED>                                     0.31
<YIELD-ACTUAL>                                    7.96
<LOANS-NON>                                        385
<LOANS-PAST>                                       486
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   739
<CHARGE-OFFS>                                       22
<RECOVERIES>                                         3
<ALLOWANCE-CLOSE>                                  750
<ALLOWANCE-DOMESTIC>                               750
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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