WEST TOWN BANCORP INC
10QSB, 1997-02-10
STATE COMMERCIAL BANKS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                         ____________________________


                                  FORM 10-QSB



(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

     For the quarterly period ended December 31, 1996


                           OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    For the transition period from            to             
                                   ---------      ---------


                            WEST TOWN BANCORP, INC.
                            -----------------------
       (Exact name of small business issuer as specified in its charter)


       United States                                  36-3785272
       -------------                                ---------------
(State or other jurisdiction                       I.R.S. Employer
    of incorporation or                             Identification
      organization)                                     Number



4852 WEST 30TH STREET, CICERO, ILLINOIS               60650-3699
- ---------------------------------------              -----------
(Address of Principal executive offices)              (Zip Code)

Issuer's telephone number, including area code:    (708) 652-2000
                                                   --------------

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

                    Yes    X      No          
                       ---------    ---------

     Transitional Small Business Disclosure Format

                    Yes           No    X
                       ---------    ---------


     As of February 7, 1997, the issuer had 231,928 shares of Common stock
issued and outstanding; see accompanying notes.
<PAGE>
 
                            WEST TOWN BANCORP, INC.



Part I.    FINANCIAL INFORMATION                                    PAGE
                                                                    ----


     Item 1.  Financial Statements
               Consolidated Statements of Financial Condition
               December 31, 1996 (unaudited) and
               March 31, 1996                                            3

               Consolidated Statements of Income, Three
               And Nine Months Ended December 31, 1996 and 1995
               (unaudited)                                               4

               Consolidated Statements of Cash Flows, Nine
               Months Ended December 31, 1996 and 1995
               (unaudited)                                               5

               Notes to Financial Statements                           6-8

     Item 2.  Management's Discussion and Analysis or Plan of
              Operation                                               9-11



Part II.  OTHER INFORMATION                                             12

          Signatures                                                    13

          Index to Exhibits                                             14

          Earnings Per Share Analysis(Exhibit 11)                       15 

                                      -2-
<PAGE>
 
                            WEST TOWN BANCORP, INC.
                                AND SUBSIDIARIES
                                ----------------

                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
 
                                                            December 31,  March 31,
                                                              1996          1996
                                                          -------------  -----------
Assets                                                      (unaudited)
- ------                                                   
<S>                                                        <C>           <C>
 
Cash and amounts due from
  depository institutions                                  $   725,873      596,646
Interest-bearing deposits                                    6,110,491    6,717,247
                                                            ----------   ----------
   Total cash and cash equivalents                           6,836,364    7,313,893
U.S. Government and agency obligations
  (fair value: December 31, 1996 - $1,088,000;
   March 31, 1996 - $1,079,000)                              1,100,671    1,101,740
Mortgage-backed securities
  (fair value: December 31, 1996 - $2,630,000;
   March 31, 1996 - $3,057,000)                              2,638,719    3,086,260
Loans receivable (net of allowance for
  loan losses: December 31, 1996 - $38,671;
   March 31, 1996 - $29,869)                                15,327,901   12,933,140
Foreclosed real estate                                               -      211,876
Stock in Federal Home Loan Bank of Chicago                     121,000      121,000
Accrued interest receivable                                    121,391      144,062
Office properties and equipment - net                          205,681      218,008
Prepaid expenses and other assets                              306,865      145,537
                                                            ----------   ----------
  Total assets                                              26,658,592   25,275,516
                                                            ==========   ==========
 
Liabilities and Stockholders' Equity
- ------------------------------------
 
Liabilities
- -----------
 
Deposits                                                    22,433,575   21,208,719
Advance payments by borrowers for taxes
  and insurance                                                 85,151       48,033
Other liabilities                                              227,089      176,760
                                                            ----------   ----------
  Total liabilities                                         22,745,815   21,433,512
                                                            ----------   ----------
 
Stockholders' Equity
- --------------------                                        

Preferred stock, $.01 par value; authorized
  100,000 shares; none outstanding                                   -            -
Common stock, $.01 par value; authorized
  400,000 shares; 231,928 shares issued
  and outstanding at December 31, 1996;
  230,818 shares issued and outstanding
  at March 31, 1996                                              2,319        2,308
Additional paid-in capital                                   1,986,077    1,974,988
Retained earnings, substantially restricted                  2,095,939    2,063,536
Common stock acquired by Employee Stock Ownership Plan        (156,209)    (165,389)
Common stock acquired by Management Recognition Plan           (15,349)     (33,439)
                                                            ----------   ----------
  Total stockholders' equity                                 3,912,777    3,842,004
                                                            ----------   ----------
   Total liabilities and stockholders' equity              $26,658,592   25,275,516
                                                            ==========   ==========
 
</TABLE>



See accompanying notes to consolidated financial statements.

                                      -3-
<PAGE>
 
                            WEST TOWN BANCORP, INC.
                                AND SUBSIDIARIES
                                ----------------

                       Consolidated Statements of Income
<TABLE>
<CAPTION>
 
                                           Three Months Ended    Nine Months Ended
                                              December 31,         December 31,
                                           ------------------  ---------------------
                                             1996      1995       1996       1995
                                           ---------  -------  ----------  ---------
                                              (unaudited)           (unaudited)
<S>                                        <C>        <C>      <C>         <C>
Interest income:
  Loans                                     $277,908  194,271    788,882     586,219
  Mortgage-backed securities                  40,060   50,332    129,694     158,198
  Investment securities                       14,672   17,344     44,223      51,363
  Interest-bearing deposits                   93,459  111,757    283,758     344,385
  Dividends on FHLB stock                      2,010    2,352      6,105       6,779
                                            --------  -------  ---------   ---------
    Total interest income                    428,109  376,056  1,252,662   1,146,944
                                            --------  -------  ---------   ---------
 
Interest expense:
  Deposits                                   238,581  191,502    688,714     571,621
                                            --------  -------  ---------   ---------
 
     Net interest income before
       provision for loan losses             189,528  184,554    563,948     575,323
Provision for loan losses                      1,500    3,651      8,802      10,953
                                            --------  -------  ---------   ---------
     Net interest income after
      provision for loan losses              188,028  180,903    555,146     564,370
                                            --------  -------  ---------   ---------
 
Non-interest income:
  Loan fees and service charges                3,578    5,929      5,322      15,874
  Loss on sale of real estate owned                -        -     (5,282)          -
  Commission income                               20      116        188         568
  Deposit related fees and other income        5,891    5,342     17,167      17,878
                                            --------  -------  ---------   ---------
     Total non-interest income                 9,489   11,387     17,395      34,320
                                            --------  -------  ---------   ---------
 
Non-interest expense:
  Staffing costs                              72,991   81,301    215,802     250,767
  Advertising                                  3,627    2,835      9,773       7,989
  Occupancy and equipment expense             21,979   19,404     66,698      53,235
  Data processing                              8,053    8,738     24,658      25,609
  Federal deposit insurance premiums               -   11,014    150,622      34,474
  Legal, audit and examination
   services                                   11,244    6,212     29,697      25,983
  Other                                        9,313   14,923     34,213      46,995
                                            --------  -------  ---------   ---------
     Total non-interest expense              127,207  144,427    531,463     445,052
                                            --------  -------  ---------   ---------
 
Income before income taxes                    70,310   47,863     41,078     153,638
 
Provision for income taxes                    21,420   15,945      8,675      52,977
                                            --------  -------  ---------   ---------
    Net income                              $ 48,890   31,918     32,403     100,661
                                            ========  =======  =========   =========

Earnings per share - primary                $    .23      .15        .15         .48
                                            --------  -------  ---------   ---------
Earnings per share - fully diluted          $    .23      .15        .15         .48
                                            --------  -------  ---------   ---------

Dividends declared per common share         $    -        -          -           -
                                            --------  -------  ---------   ---------
</TABLE> 

See accompanying notes to consolidated financial statements.

                                      -4-
<PAGE>
 
                            WEST TOWN BANCORP, INC.
                                AND SUBSIDIARIES
                                ----------------

                      Consolidated Statement of Cash Flows



Cash flows from operating activities:
<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                                       December 31,
                                                               ------------------------- 
                                                                  1996           1995
                                                                  ----           ----
                                                                      (unaudited)
<S>                                                            <C>            <C>
  Net income                                                    $    32,403      100,661
   Adjustments to reconcile net income to net cash
    from operating activities:
     Depreciation                                                    18,164       17,276
     Amortization of cost of stock benefit plans                     27,270       58,907
     Loss on sale real estate owned                                   5,282            -
     Amortization of investment premiums and discounts                1,069        1,069
     Provision for loan losses                                        8,802       10,953
     Increase (decrease) in deferred income                          27,510      (11,853)
     Increase (decrease) in current and deferred income tax         (42,344)      35,181
     (Increase) decrease in accrued interest receivable              22,671      (44,088)
     Increase (decrease) in accrued interest payable                 75,536       (7,907)
     Change in prepaid and accrued items, net                      (144,191)    (101,994)
                                                                -----------   ----------
 
Net cash provided by operating activities                            32,172       58,205
                                                                -----------   ---------- 
 
Cash flows from investing activities:
     Proceeds from repayments of mortgage-backed
       securities                                                   447,541      410,122
     Disbursements for loans originated or purchased             (3,822,823)  (1,445,522)
     Loan repayments                                              1,391,750    1,587,506
     Proceeds from sale of real estate owned                        207,504            -
     Property and equipment expenditures                             (5,837)      (6,124)
     Real estate owned expenditures                                    (910)      (2,876)
                                                                -----------   ---------- 
 
Net cash provided by (for) investing activities                  (1,782,775)     543,106
                                                                -----------   ---------- 
 
Cash flows from financing activities:
     Deposit account receipts                                     7,143,597    5,879,969
     Deposit account withdrawals                                 (6,334,344)  (6,512,201)
     Interest credited to deposit accounts                          415,603      441,242
     Increase in advance payments by borrowers
       for taxes and insurance                                       37,118       21,096
     Proceeds from exercise of stock options                         11,100            -
                                                                -----------   ----------
 
Net cash provided by (for) financing activities                   1,273,074     (169,894)
                                                                -----------   ----------
 
Increase (decrease) in cash and cash equivalents                   (477,529)     431,417
 
Cash and cash equivalents at beginning of period                  7,313,893    8,368,148
                                                                -----------   ---------- 
 
Cash and cash equivalents at end of period                      $ 6,836,364    8,799,565
                                                                ===========   ==========
Cash paid during the period for:
    Interest                                                    $   613,178      579,528
    Income taxes                                                     51,019       17,796
                                                                ===========   ==========

</TABLE>


See accompanying notes to consolidated financial statements.

                                      -5-
<PAGE>
 
                            WEST TOWN BANCORP, INC.
                               AND SUBSIDIARIES

                         Notes to Financial Statements


Note A -  BASIS OF PRESENTATION
          ---------------------

          The accompanying unaudited consolidated financial statements have been
          prepared in accordance with instructions to Form 10-QSB and,
          therefore, do not include information or footnotes necessary for fair
          presentation of financial condition, results of operations and changes
          in financial position in conformity with generally accepted accounting
          principles. However, in the opinion of management, all adjustments
          (which are normal and recurring in nature) necessary for a fair
          presentation have been included. The preparation of financial
          statements in conformity with generally accepted accounting principles
          requires management to make estimates and assumptions that affect the
          reported amounts of assets and liabilities and disclosures of
          contingent assets and liabilities at the date of the financial
          statements and the reported amounts of revenues and expenses during
          the reporting period. Actual results could differ from those
          estimates. The results of operations for the three and nine month
          periods ended December 31, 1996, are not necessarily indicative of the
          results which may be expected for the entire year.

Note B -  PRINCIPLES OF CONSOLIDATION
          ---------------------------

          The accompanying unaudited consolidated financial statements include
          the accounts of West Town Bancorp, Inc. (the "Company") and its wholly
          owned subsidiary West Town Savings Bank (the "Bank") and the Bank's
          wholly owned subsidiary West Town Insurance Agency, Inc. All
          significant intercompany accounts and transactions have been
          eliminated in consolidation.

Note C -  PLAN OF CONVERSION
          ------------------

          In April 1995, the Bank's Board of Directors approved a Plan of
          Conversion, providing for the Bank's conversion from a state chartered
          mutual savings bank to a state chartered stock savings bank with the
          concurrent formation of a holding company. The Company issued 221,940
          shares of $.01 par value common stock at $10.00 per share, for an
          aggregate purchase price of $2,219,400. The Conversion and sale of
          221,940 shares of common stock of the Company was completed on March
          1, 1995. Net proceeds to the Company, after conversion expenses,
          totaled approximately $1,889,000.

Note D -  EARNINGS PER SHARE
          ------------------

          Earnings per share for the periods ended December 31, 1996 and 1995
          was determined by dividing net income for the period by the weighted
          average number of both primary and fully diluted shares of common
          stock and common stock equivalents outstanding. Stock options are
          regarded as common stock equivalents and are therefore considered in
          both primary and fully diluted earnings per share calculations. Common
          stock equivalents are computed using the treasury stock method.

                                      -6-
<PAGE>
 
Notes to Financial Statements (continued)
- -----------------------------------------

Note E -  EFFECT OF NEW ACCOUNTING STANDARDS
          ----------------------------------

          ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS. Statement of
          Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for
          the Impairment of Long-Lived Assets and Long-Lived Assets to be
          Disposed of," is effective for fiscal years beginning after December
          15, 1995. The statement requires that long-lived assets and certain
          identifiable intangibles to be held and used by an entity be reviewed
          for impairment whenever events or changes in circumstances indicate
          that the carrying amount of an asset may not be recoverable. An
          impairment loss is recognized if the sum of the expected future cash
          flows is less than the carrying amount of the asset. The Company
          adopted SFAS 121 effective April 1, 1996, resulting in no material
          impact on the Company's consolidated financial condition or results of
          operations.

          ACCOUNTING FOR MORTGAGE SERVICING RIGHTS. In May 1995, the FASB issued
          Statement of Financial Accounting Standards No. 122 ("SFAS 122"),
          "Accounting for Mortgage Servicing Rights." This statement amends
          Statement of Financial Accounting Standards No. 65 ("SFAS 65"),
          "Accounting for Certain Mortgage Banking Activities", to require that
          a mortgage banking enterprise recognize as separate assets rights to
          service mortgage loans for others, however those servicing rights are
          acquired. SFAS 122 requires that a mortgage banking enterprise assess
          its capitalized mortgage servicing rights for impairment based on the
          fair value of those rights. SFAS 122 is effective for fiscal years
          beginning after December 15, 1995. The Bank adopted SFAS 122 effective
          April 1, 1996, resulting in no material effect on the Company's
          consolidated financial condition or results of operations.

          ACCOUNTING FOR STOCK-BASED COMPENSATION. In October 1995 the FASB
          issued Statement of Financial Accounting Standards No. 123 ("SFAS
          123"), "Accounting for Stock-Based Compensation." This statement
          establishes a value-based method of accounting for stock options which
          encourages employers to account for stock compensation awards based on
          their fair value at the date the awards are granted. The resulting
          compensation award would be shown as an expense on the income
          statement.

          SFAS 123 also permits entities to continue to use the intrinsic value
          method contained in Accounting Principles Board Opinion No. 25,
          "Accounting for Stock Issued to Employees," (the "APB Opinion No. 25
          Method"), allowing them to continue to apply current accounting
          requirements, which generally result in no compensation cost for most
          fixed stock-option plans. If the intrinsic value method is retained,
          SFAS 123 requires significantly expanded disclosures, including
          disclosure of the pro forma amount of net income and earnings per
          share as if the fair value-based method were used to account for stock
          based compensation. SFAS 123 is effective for fiscal years beginning
          after December 15, 1995, however, employers will be required to
          include in that year's financial statements, information about options
          granted in 1995. The Company has determined that it will continue to
          apply the APB Opinion No. 25 method in preparing its consolidated
          financial statements.

                                      -7-
<PAGE>
 
Notes to Financial Statements (continued)
- -----------------------------------------

Note E -  EFFECT OF NEW ACCOUNTING STANDARDS (CONTINUED)
          ----------------------------------------------

          ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
          EXTINGUISHMENTS OF LIABILITIES. In June 1996, the FASB issued SFAS No.
          125 ("SFAS 125"), "Accounting for Transfers and Servicing of Financial
          Assets and Extinguishments of Liabilities." This statement, among
          other things, applies a "financial-components approach" that focuses
          on control, whereby an entity recognizes the financial and servicing
          assets it controls and the liabilities it has incurred, derecognizes
          assets when control has been surrendered, and derecognizes liabilities
          when extinguished. SFAS 125 provides consistent standards for
          distinguishing transfers of financial assets that are sales from
          transfers that are secured borrowings. SFAS 125 is effective for
          transfers and servicing of financial assets and extinguishments of
          liabilities occurring after December 31, 1996. The Company does not
          anticipate that this pronouncement will have a significant impact on
          its consolidated financial condition or results of operations.

          The foregoing does not constitute a comprehensive summary of all
          material changes or developments affecting the manner in which the
          Company keeps its books and records and performs its financial
          accounting responsibilities. It is intended only as a summary of some
          of the recent pronouncements made by the FASB which are of particular
          interest to financial institutions.

Note F -  SAIF SPECIAL ASSESSMENT AND ITS IMPACT ON SAIF INSURANCE PREMIUMS
          -----------------------------------------------------------------

          The deposits of savings associations, such as West Town Savings, are
          presently insured by the Savings Association Insurance Fund ("SAIF"),
          which together with the Bank Insurance Fund ("BIF"), are the two
          insurance funds administered by the Federal Deposit Insurance
          Corporation ("FDIC"). Financial institutions which are members of the
          BIF are experiencing substantially lower deposit insurance premiums
          because the BIF has achieved its required level of reserves while the
          SAIF has not yet achieved its required reserves. In order to help
          eliminate this disparity and any competitive disadvantage due to
          disparate deposit insurance premium schedules, legislation to
          recapitalize the SAIF was enacted in September 1996.

          The legislation required a special one-time assessment of 65.7 cents
          per $100 of SAIF insured deposits held by the Bank at March 31, 1995.
          The one-time special assessment resulted in a charge to earnings of
          approximately $128,000 during the nine month period ended December 31,
          1996. The after-tax effect of this one time charge to earnings totaled
          approximately $81,000. The legislation is intended to fully
          recapitalize the SAIF fund so that commercial bank and thrift deposits
          will be charged the same FDIC premiums beginning January 1, 1997. As
          of such date, deposit insurance premiums for highly rated
          institutions, such as the Bank, have been substantially reduced.

          The Bank, however, will continue to be subject to an assessment to
          fund repayment of the Financing Corporation's ("FICO") obligations.
          The FICO assessment for SAIF insured institutions will be 6.48 cents
          per $100 of deposits while BIF insured institutions will pay 1.30
          cents per $100 of deposits until the year 2000 when the assessment
          will be imposed at the same rate on all FDIC insured institutions.
          Accordingly, as a result of the reduction of the SAIF assessment and
          the resulting FICO assessment, the annual after-tax decrease in
          assessment costs is expected to be approximately $22,000 based upon a
          December 31, 1996 assessment base.

                                      -8-
<PAGE>
 
                            WEST TOWN BANCORP, INC.
                               AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSIONS AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Condition
- -------------------

     The assets of West Town Bancorp, Inc. (the "Company") increased
approximately $1.4 million, or 5.47%, for the nine month period ended December
31, 1996. This increase was primarily the result of an increase in mortgage
loans receivable held by West Town Savings Bank (the "Bank"), which was
primarily funded by excess cash liquidity resulting from increased deposits for
the nine month period ended December 31, 1996.

     Net loans receivable increased $2.4 million, or 18.52%, for the nine months
ended December 31, 1996. During that period, the Bank originated or purchased
approximately $3.8 million in loans which exceeded repayments of $1.4 million
during the same period.

     The Bank experienced an increase in savings deposits for the nine month
period of approximately $1.2 million, or 5.78%. It is management's belief that
part of the deposit activity for the nine months ended December 31, 1996 can be
attributed to new deposit products.

     Stockholders' equity increased approximately $71,000, or 1.84%, for the
nine month period ended December 31, 1996. This increase was primarily the
result of proceeds from the exercise of stock options of $11,000, and
amortization of the cost of the Company's stock benefit plans of $27,000, and
net income for the nine months of $32,000. As of December 31, 1996, the book
value per common share outstanding was $16.87.

Analysis of Operations
- ----------------------

     A net profit of $49,000 was recognized for the three months ended December
31, 1996 as compared to net income of $32,000 for the same period in 1995. This
$17,000 increase in net income was due primarily to an increase in net interest
income of $5,000, a $2,000 decrease in the provision for loan losses, and a
decrease in non-interest expense of $17,000, partially offset by a decrease in
non-interest income of $2,000, and an increase in income taxes of $5,000. The
Company's net income for the nine months ended December 31, 1996 was $32,000 as
compared to net income of $101,000 for the nine months ended December 31, 1995.
This $69,000 decrease in net income was due primarily to an $11,000 decrease in
net interest income, a $17,000 decrease in non-interest income, and an $86,000
increase in non-interest expense (primarily due to SAIF special assessment),
partially offset by a $2,000 decrease in the provision for loan losses, and a
$44,000 decrease in income taxes.

     Interest income increased by $52,000 and $106,000 for the three and nine
months ended December 31, 1996, respectively, as compared to the three and nine
months ended December 31, 1995. This was primarily a result of an increase in
the average balances of interest-earning assets partially offset by declines in
the average yield on average interest-earning assets. The average balances of
those assets grew from approximately $21.8 million to $25.1 million for the
three months ended December 31, 1995 and 1996, respectively, and from $21.8
million to $24.6 million for the nine months ended December 31, 1995 and 1996,
respectively. The average yield on average interest-earning assets declined from
6.92% for the three months ended December 31, 1995 to 6.82% for the three months
ended December 31, 1996. The average yield on average interest earning assets
declined to 6.80% for the nine months ended December 31, 1996 from 7.02% for the
nine months ended December 31, 1995.

     Interest expense increased from $192,000 to $239,000 for the three months
ended December 31, 1995 compared to the same period in 1996. For the nine months
ended December 31, 1995 interest expense was $572,000 as compared to $689,000
for the same nine months in 1996. These increases were attributable to increases
in the average balances of interest-bearing liabilities and increases in the
average yield on those liabilities. The average balances increased approximately
$2.7 million and $2.3 million for the three and nine months ended December 31,
1996 as compared to the average balances at December 31, 1995, respectively. The
average yield on average interest-bearing liabilities increased from 4.01% and
3.97% for the three and nine months ended December 31, 1995 to 4.27% and 4.38%
for the three and nine months ended December 31, 1996.

                                      -9-
<PAGE>
 
Analysis of Operations (continued)
- ----------------------------------

     The Bank calculates any allowance for loan losses based upon its ongoing
evaluation of pertinent factors underlying the types and quality of its loans,
including the risk inherent in its loan portfolio, and other factors such as the
current regulatory and economic environment. Based upon this evaluation, loan
loss provisions are recorded. Provisions of $1,500 and $3,651 were made for the
three month periods ended December 31, 1996 and 1995 respectively, and
provisions of $8,802 and $10,953 were made for the nine month periods ended
December 31, 1996 and 1995 respectively. Management believes that additions to
its provision for loan losses have been appropriate, given the risks inherent in
its loan portfolio, and the current regulatory and economic environment.
Although the Bank believes its allowance for loan losses is at a level which it
considers to be adequate to provide for potential losses, there can be no
assurance that such losses will not exceed the estimated amounts.

     Non-interest income decreased by $2,000 for the three months ended December
31, 1996 as compared to the same period in 1995. Non-interest income decreased
by $17,000 for the nine months ended December 31, 1996 as compared to the same
period in 1995. These decreases were primarily attributable to declines in loan
related fee income for both periods and a $5,000 loss recognized on the sale of
foreclosed real estate for the nine month period.

     Non-interest expense decreased from $144,000 to $127,000 from the three
months ended December 31, 1995 to the three months ended December 31, 1996. The
decrease was attributable to a reduction in federal deposit premiums due to a
refund of prior assessments, reduced staffing costs and a reduction in other
expenses, partially offset by increases in professional services. Non-interest
expense increased from $445,000 to $531,000 from the nine months ended December
31, 1995 to the nine months ended December 31, 1996. The increase was primarily
the result of a $128,000 charge, reflected in the 1996 period, for the special
insurance assessment charged by FDIC to recapitalize the Savings Association
Insurance Fund. Occupancy and advertising expenses also increased in the 1996
periods as compared to the same periods in 1995. These increases were partially
offset by declines in other expenses, and staffing costs.

     The provision for income taxes increased $5,000 for the three months ended
December 31, 1996 as compared to the same period in 1995. The provision
decreased by $44,000 for the nine months ended December 31, 1996 as compared to
the same period in 1995. These changes are the direct result of changes in pre-
tax income between the comparable periods.

                                      -10-
<PAGE>
 
Liquidity and Capital Resources
- -------------------------------

     At December 31, 1996, the Bank continued to comply with its liquidity
requirements, with an overall liquid asset ratio of 26.83% and a short-term
liquid assets ratio of 20.75%. Management's objectives and strategies for the
Bank have consistently maintained liquidity levels in excess of regulatory
requirements. It is management's intent to continue its efforts to deploy excess
liquidity into mortgage loans and mortgage-backed securities; however, the
success of lending efforts is dependent upon the availability of favorable loan
opportunities and the competition therefor. At December 31, 1996, the Bank had
no commitments to purchase mortgage-backed securities or other investment
securities.

     The Bank is committed at December 31, 1996, to participate in a revolving
construction loan, with a $2,000,000 maximum participation, for the construction
of single family dwellings. Disbursements made in connection with this
participation will be made at the Prime Interest Rate in effect at the time,
plus 1.0%. The Bank is also committed to sell 57.5% of its' interest in the
above participation.

     The Bank was in compliance with regulatory capital requirements at December
31, 1996. Capital requirements, ratios, and balances are as follows:
<TABLE>
<CAPTION>

                                        Percent of
                            Amount      Assets (2)      Requirement       Excess
                            ------      ----------      -----------       ------
                                              (Dollars in thousands)
<S>                         <C>         <C>             <C>               <C>
Regulatory Capital
  Ratios at
  December 31, 1996: (1)

 Core.....................  $2,879        11.17%             $773         $2,106
 Risk-based...............   2,918        27.80               840          2,078
- -----------------
</TABLE>
(1)  Current capital requirements as of December 31, 1996 consist of a core
     capital ratio of 3.00% and a risk-based capital ratio of 8.00%.

(2)  Core capital levels are shown as a percentage of total adjusted assets;
     risk-based capital levels are shown as a percentage of risk-weighted
     assets.

                                      -11-
<PAGE>
 
                          PART II - OTHER INFORMATION

                             WEST TOWN BANCORP INC.
                                AND SUBSIDIARIES

Item 1.   LEGAL PROCEEDINGS
          -----------------

          From time to time, the Company and Bank are parties to legal
          proceedings in the ordinary course of business, wherein they enforce
          their security interest. The Company and Bank are not engaged in any
          legal proceedings of a material nature at the present time.

Item 2.   CHANGES IN SECURITIES
          ---------------------
 
          Not applicable

Item 3.   DEFAULTS UPON SENIOR SECURITIES
          -------------------------------

          Not applicable

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------

          Not applicable

Item 5.   OTHER INFORMATION
          -----------------

          Not applicable

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

          (a) Computation of earnings per share (Exhibit 11 filed herewith)

          (b) No reports on Form 8-K were filed during the quarter ended
              December 31, 1996.

                                      -12-
<PAGE>
 
                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                            WEST TOWN BANCORP, INC.
                            -----------------------
                                  Registrant



DATE: February 7, 1997
 
BY: /s/ Dennis B. Kosobucki
    ----------------------------------
   Dennis B. Kosobucki
   Chairman of the Board,
   President and Chief Executive Officer
   (Duly Authorized Representative and
   Principal Executive Officer)



BY: /s/ Jeffrey P. Kosobucki
    ----------------------------------
   Jeffrey P. Kosobucki
   Vice President and Chief Financial Officer
   (Principal Financial Officer)

                                      -13-
<PAGE>
 
                               INDEX TO EXHIBITS


Exhibit No.                                                                PAGE
- -----------                                                                ----

    11         Statement regarding Computation of Earnings Per Share        15




                                      -14-

<PAGE>
 
                                   EXHIBIT 11

             STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE

<TABLE>
<CAPTION>
 
 
                                             Three Months         Nine Months
                                                 Ended               Ended
                                          December 31, 1996    December 31, 1996
                                          -----------------    -----------------
<S>                                       <C>                  <C>
Net Income                                    $ 48,890                32,403
                                                ======                ======
 
Weighted average shares outstanding            231,928               231,250
 
Reduction for common shares not yet released 
  by Employee Stock Ownership Plan             (15,778)              (16,084)
 
Common stock equivalents due to dilutive 
  effect of stock options                         *                     *
                                               -------               -------
 
Total weighted average common shares and
  equivalents outstanding                      216,150               215,166
                                               =======               =======
 
Primary earnings per share                    $   0.23                  0.15
                                                  ====                  ====
 
Total weighted average common shares and
  equivalents outstanding for primary
  computation                                  216,150               215,166
 
Additional dilutive shares using the end of
  period market value versus the average 
  market value when applying the treasury 
  stock method                                    **                    **
                                               -------               -------
 
Total weighted average common shares and
  equivalents outstanding for fully diluted
  computation                                  216,150               215,166
                                               =======               =======
 
Fully diluted earnings per share              $   0.23                  0.15
                                                  ====                  ====

</TABLE>

*    Note:  The market value of the stock at December 31, 1996 was $10.00, the
            same as the stock option exercise price; therefore, no common stock
            equivalents are computed.

**   Note:  If average share price is greater than ending price, use average
            price for both primary and fully diluted calculation. This
            adjustment does not apply because the average price and the ending
            price at December 31, 1996 are the same as the option exercise price
            of $10.00 per share.



                                     -15-

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                         725,873
<INT-BEARING-DEPOSITS>                       6,110,491
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                       3,739,390
<INVESTMENTS-MARKET>                         3,718,000
<LOANS>                                     15,327,901
<ALLOWANCE>                                   (38,671)
<TOTAL-ASSETS>                              26,658,592
<DEPOSITS>                                  22,433,575
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                            227,089
<LONG-TERM>                                          0
<COMMON>                                         2,319
                                0
                                          0
<OTHER-SE>                                   3,910,458
<TOTAL-LIABILITIES-AND-EQUITY>              26,658,592
<INTEREST-LOAN>                                788,882
<INTEREST-INVEST>                              180,022
<INTEREST-OTHER>                               283,758
<INTEREST-TOTAL>                             1,252,662
<INTEREST-DEPOSIT>                             688,714
<INTEREST-EXPENSE>                             688,714
<INTEREST-INCOME-NET>                          563,948
<LOAN-LOSSES>                                    8,802
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                531,463
<INCOME-PRETAX>                                 41,078
<INCOME-PRE-EXTRAORDINARY>                      32,403
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    32,403
<EPS-PRIMARY>                                      .15
<EPS-DILUTED>                                      .15
<YIELD-ACTUAL>                                    3.06
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                29,869
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                               38,671
<ALLOWANCE-DOMESTIC>                            38,671
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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