<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 September 30, 1997
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 60804
- --------------------------------------- ---------------
(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 November 7, 1997, the issuer had 224,303 shares of Common stock
issued and outstanding; see accompanying notes.
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
----------------
Part I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Consolidated Statements of Financial Condition
September 30, 1997 (unaudited) and
March 31, 1997 3
Consolidated Statements of Income, Three
And Six Months Ended September 30, 1997 and 1996
(unaudited) 4
Consolidated Statements of Cash Flows, Six
Months Ended September 30, 1997 and 1996
(unaudited) 5
Notes to Financial Statements 6-9
Item 2. Management's Discussion and Analysis or Plan of
Operation 10-12
Part II. OTHER INFORMATION 13
Signatures 14
Index to Exhibits 15
Earnings Per Share Analysis(Exhibit 11) 16
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
----------------
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
September 30, March 31,
------------- ---------
1997 1997
---- ----
Assets (unaudited)
- ------
<S> <C> <C>
Cash and amounts due from
depository institutions $ 818,231 718,157
Interest-bearing deposits 6,164,277 6,525,626
----------- ----------
Total cash and cash equivalents 6,982,508 7,243,783
U.S. Government and agency obligations
(fair value: September 30, 1997 - $700,200;
March 31, 1997 - $1,082,000) 699,983 1,100,315
Mortgage-backed securities
(fair value: September 30, 1997 - $1,984,000;
March 31, 1997 - $2,465,000) 1,965,533 2,494,292
Loans receivable (net of allowance for
loan losses: September 30, 1997 - $43,171;
March 31, 1997 - $40,171) 17,749,204 15,552,545
Stock in Federal Home Loan Bank of Chicago 177,400 121,000
Accrued interest receivable 150,706 110,380
Office properties and equipment - net 193,693 199,529
Prepaid expenses and other assets 280,449 176,939
----------- ----------
Total assets 28,199,476 26,998,783
=========== ==========
Liabilities and Stockholders' Equity
- ------------------------------------
Liabilities
- -----------
Deposits 24,018,527 22,816,474
Advance payments by borrowers for taxes
and insurance 29,684 41,914
Other liabilities 186,104 176,834
----------- ----------
Total liabilities 24,234,315 23,035,222
----------- ----------
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 224,303 shares outstanding at
September 30, 1997; and 231,928 shares outstanding
at March 31, 1997 2,319 2,319
Additional paid-in capital 1,986,077 1,986,077
Retained earnings, substantially restricted 2,205,025 2,137,485
Treasury stock, at cost (7,625 shares
at September 30, 1997) (81,906) -
Common stock acquired by Employee Stock Ownership Plan (146,354) (153,001)
Common stock acquired by Management Recognition Plan - (9,319)
----------- ----------
Total stockholders' equity 3,965,161 3,963,561
----------- ----------
Total liabilities and stockholders' equity $28,199,476 26,998,783
=========== ==========
</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 Six Months Ended
September 30, September 30,
------------------- -----------------
1997 1996 1997 1996
--------- -------- ------- --------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Interest income:
Loans $338,322 255,220 648,672 510,974
Mortgage-backed securities 30,802 44,424 69,419 89,634
Investment securities 6,563 14,643 21,172 29,551
Interest-bearing deposits 84,351 92,167 170,867 190,299
Dividends on FHLB stock 2,925 2,059 5,910 4,095
-------- ------- ------- -------
Total interest income 462,963 408,513 916,040 824,553
-------- ------- ------- -------
Interest expense:
Deposits 283,751 226,068 549,011 450,133
-------- ------- ------- -------
Net interest income before
provision for loan losses 179,212 182,445 367,029 374,420
Provision for loan losses 1,500 3,651 3,000 7,302
-------- ------- ------- -------
Net interest income after
provision for loan losses 177,712 178,794 364,029 367,118
-------- ------- ------- -------
Non-interest income:
Loan fees and service charges 2,595 449 3,428 1,744
Loss on sale of real estate owned - (5,282) - (5,282)
Rental income 990 2,310 3,740 4,620
Deposit related fees and other income 3,960 3,675 7,598 6,824
-------- ------- ------- -------
Total non-interest income 7,545 1,152 14,766 7,906
-------- ------- ------- -------
Non-interest expense:
Staffing costs 75,601 75,239 154,467 142,811
Advertising 2,790 2,049 5,435 6,146
Occupancy and equipment expense 17,884 23,806 35,674 44,719
Data processing 10,050 8,238 18,422 16,605
Federal deposit insurance premiums 3,579 139,720 7,225 150,783
Legal, audit and examination services 17,336 10,378 28,768 18,453
Other 14,116 12,906 25,882 24,739
-------- ------- ------- -------
Total non-interest expense 141,356 272,336 275,873 404,256
-------- ------- ------- -------
Income (loss) before income taxes 43,901 (92,390) 102,922 (29,232)
Provision for (benefit from)
income taxes 14,622 (34,445) 35,382 (12,745)
-------- ------- ------- -------
Net income (loss) $ 29,279 (57,945) 67,540 (16,487)
======== ======= ======= =======
Earnings (loss) per share
- primary $ .14 (.27) .32 (.08)
-------- ------- ------- -------
Earnings (loss) per share
- fully diluted $ .14 (.27) .32 (.08)
-------- ------- ------- -------
Dividends declared per common share $ - - - -
-------- ------- ------- -------
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
----------------
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended
September 30,
------------------
1997 1996
---- ----
(unaudited)
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) $ 67,540 (16,487)
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation 12,021 12,033
Amortization of cost of stock benefit plans 15,966 18,107
Loss on sale of real estate owned - 5,282
Amortization of investment premiums and discounts 332 713
Provision for loan losses 3,000 7,302
Increase in deferred income 7,560 26,454
Decrease in current and deferred income tax (2,335) (63,564)
(Increase) decrease in accrued interest receivable (40,326) 25,366
Increase in accrued interest payable 41,794 72,395
Change in prepaid and accrued items, net (133,699) 171,138
----------- ----------
Net cash provided by (for) operating activities (28,147) 258,739
----------- ----------
Cash flows from investing activities:
Proceeds from maturities of investment securities 400,000 -
Proceeds from repayments of mortgage-backed
securities 528,759 334,420
Purchase of Federal Home Loan Bank stock (56,400) -
Disbursements for loans originated or purchased (5,037,426) (1,661,182)
Loan repayments 2,830,207 947,721
Proceeds from sale of real estate owned - 207,504
Property and equipment expenditures (6,185) (5,575)
Real estate owned expenditures - (910)
----------- ----------
Net cash provided for investing activities (1,341,045) (178,022)
----------- ----------
Cash flows from financing activities:
Deposit account receipts 5,594,146 3,878,923
Deposit account withdrawals (4,721,002) (4,234,045)
Interest credited to deposit accounts 328,909 275,609
Decrease in advance payments by borrowers
for taxes and insurance (12,230) (24,861)
Purchase of treasury stock (81,906) -
Proceeds from exercise of stock options - 11,100
----------- ----------
Net cash provided by (for) financing activities 1,107,917 (93,274)
----------- ----------
Decrease in cash and cash equivalents (261,275) (12,557)
Cash and cash equivalents at beginning of period 7,243,783 7,313,893
----------- ----------
Cash and cash equivalents at end of period $ 6,982,508 7,301,336
=========== ==========
Cash paid during the period for:
Interest $ 507,217 377,738
Income taxes 37,695 50,819
=========== ==========
</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 six month
periods ended September 30, 1997, 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 September 30, 1997 and 1996
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. ESOP
shares not committed to be released to participants are not considered
outstanding for purposes of computing earnings per share amounts.
-6-
<PAGE>
Notes to Financial Statements (continued)
- -----------------------------------------
Note E - Effect of New Accounting Standards
----------------------------------
Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities. In December 1996, the FASB issued
Statement of Financial Accounting Standards No. 127 ("SFAS No. 127"),
"Deferral of the Effective Date of Certain Provisions of FASB
Statement No. 125". The statement delays for one year the
implementation of SFAS No. 125, as it relates to (1) secured
borrowings and collateral, and (2) for the transfers of financial
assets that are part of repurchase agreements, dollar-rolls,
securities lending and similar transactions. The Company has adopted
portions of SFAS No. 125 (those not deferred by SFAS No. 127)
effective January 1, 1997. Adoption of these portions did not have a
significant effect on the Company's consolidated financial condition
or results of operations. Based on its review of SFAS No. 125,
management does not believe that adoption of the portions of SFAS No.
125 which have been deferred by SFAS No. 127 will have a material
effect on the Company.
Accounting for Earnings Per Share. In February 1997, the FASB issued
Statement of Financial Accounting Standards No. 128 ("SFAS No. 128"),
"Earnings Per Share". This statement establishes standards for
computing and presenting earnings per share (EPS) and applies to
entities with publicly held common stock. This statement simplifies
the standards for computing earnings per share previously found in
Accounting Principles Board Opinion No. 15, "Earnings Per Share" and
makes them comparable to international EPS standards. It replaces the
presentation of primary EPS with a presentation of basic EPS and fully
diluted EPS with diluted EPS. It also requires dual presentation of
basic EPS and diluted EPS on the face of the income statement for all
entities with complex capital structures and requires a reconciliation
of the numerator and denominator of the basic EPS computation to the
numerator and denominator of the diluted EPS computation.
Basic EPS, unlike primary EPS, excludes dilution and is computed by
dividing income available to common stockholders by the weighted-
average number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then
shared in the earnings of the entity. Diluted EPS is computed
similarly to fully diluted EPS under APB No. 15.
-7-
<PAGE>
Notes to Financial Statements (continued)
- -----------------------------------------
Note E - Effect of New Accounting Standards (continued)
----------------------------------------------
SFAS No. 128 is effective for financial statements for both interim
and annual periods ending after December 15, 1997. The following
presentation illustrates pro forma basic and diluted earnings per
share based on the provisions of SFAS No. 128:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
------------------ ----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average number of
common shares outstanding
used in basic earnings per
share calculation 214,473 214,911 215,189 214,671
Add common stock equivalents
for shares issuable under
Stock Option Plan * * * *
------- ------- ------- -------
Weighted average number of
shares outstanding adjusted
for common stock equivalent 214,473 214,911 215,189 214,671
======= ======= ======= =======
Net income $ 29,279 (57,945) 67,540 268,749
======= ======= ======= =======
Basic earnings per share $ .14 (.27) .32 (.08)
=== === === ===
Diluted earnings per share $ .14 (.27) .32 (.08)
=== === === ===
</TABLE>
*The fair value of the stock for all periods presented was $10.00 per
share, the same as the stock option exercise price; therefore no
common stock equivalents are computed.
Disclosure of earnings per share calculated in accordance with
Accounting Principles Board Opinion No. 15, "Earnings Per Share" is
contained in Exhibit 11.
Disclosure of Information about Capital Structure. In February 1997,
the FASB issued Statement of Financial Accounting Standards No. 129,
"Disclosure of Information about Capital Structure" ("SFAS No. 129").
This statement establishes standards for disclosing information about
an entity's capital structure. It supersedes specific disclosure
requirements of APB Opinions No. 10, "Omnibus Opinion-1966," and No.
15, "Earnings Per Share," and SFAS No. 47, "Disclosure of Long-Term
Obligations," and consolidates them in this statement for ease of
retrieval and for greater visibility to nonpublic entities. This
statement is effective for financial statements for periods ending
after December 15, 1997. It contains no changes in disclosure
requirements for entities that were previously subject to the
requirements of Opinions No. 10 and No. 15 and SFAS No. 47 and,
therefore, is not expected to have a significant impact on the
consolidated financial condition or results of operations of the
Company.
Reporting Comprehensive Income. In June 1997, the FASB issued
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" ("SFAS No. 130"). This statement establishes
standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains, losses) in a full set of
general-purpose financial statements. SFAS No. 130 is effective for
fiscal years beginning after December 15, 1997. The Company has not
yet determined the impact of adopting this statement.
-8-
<PAGE>
Notes to Financial Statements (continued)
- -----------------------------------------
Note E - Effect of New Accounting Standards (continued)
----------------------------------------------
Disclosures About Segments of an Enterprise and Related Information.
In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS No. 131") which becomes effective for
fiscal years beginning after December 15, 1997. SFAS No. 131
establishes standards for the way that public business enterprises
report information about operating segments and requires enterprises
to report selected information about operating segments in interim
financial reports. The Company has not yet determined the impact of
adopting this statement.
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.
-9-
<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 $1.2 million, or 4.45%, for the six month period ended September
30, 1997. 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 maturities of
investment securities and mortgage-backed securities and increased deposits
during the six month period ended September 30, 1997.
Net loans receivable increased $2.2 million, or 14.12%, for the six
months ended September 30, 1997. During that period, the Bank originated or
purchased approximately $2.8 million in loans which approximated repayments of
$2.8 million during the same period.
The Bank experienced an increase in savings deposits for the six month
period of approximately $1.2 million, or 5.27%. It is management's belief that
part of the deposit activity for the six months ended September 30, 1997 can be
attributed to new deposit products.
Stockholders' equity increased approximately $1,600, or .01%, for the
six month period ended September 30, 1997. This increase was primarily the
result of the amortization of the cost of the Company's stock benefit plans of
$16,000, and net income for the six months of $68,000, partially offset by the
purchase of treasury stock at a cost of $82,000. As of September 30, 1997, the
book value per common share outstanding was $17.68.
Analysis of Operations
- ----------------------
A net profit of $29,000 was recognized for the three months ended
September 30, 1997 as compared to a net loss of $58,000 for the same period in
1996. This $87,000 increase in net income was due primarily to an increase in
non-interest income of $6,000, and a decrease in non-interest expense of
$131,000, partially offset by an increase in income taxes of $49,000. The
Company's net income for the six months ended September 30, 1997 was $68,000 as
compared to a net loss of $16,000 for the six months ended September 30, 1996.
This $84,00 increase in net income was due primarily to a $7,000 increase in
non-interest income, and a $128,000 decrease in non-interest expense, partially
offset by a $48,000 increase in income taxes.
Interest income increased by $54,000 and $91,000 for the three and six
month periods ended September 30, 1997, respectively, as compared to the three
and six month periods ended September 30, 1996. This was primarily a result of
an increase in the average balances of interest-earnings assets, as well as an
increase in the average yield on those assets. The average balances of those
assets increased from approximately $24.2 million to $26.5 million for the three
months ended September 30, 1996 and 1997, respectively, and from $24.1 million
to $26.1 million for the six months ended September 30, 1996 and 1997,
respectively. These increases were accompanied by an increase in the average
yield on average interest-earning assets from 6.76% and 6.84% for the three and
six months ended September 30, 1996 to 7.00% and 7.01% for the three and six
months ended September 30, 1997.
-10-
<PAGE>
Analysis of Operations (continued)
- ----------------------------------
Interest expense increased from $226,000 to $284,000 from the three
months ended September 30, 1996 compared to the same period in 1997. For the
six months ended September 30, 1996 interest expense was $450,000 as compared to
$549,000 for the same six months in 1997. These increases were attributable to
increases in the average balances of interest-bearing liabilities and increases
in the yield on those liabilities. The average balances increased approximately
$2.4 million and $2.1 million for the three and six months ended September 30,
1997 as compared to the average balances at September 30, 1996, respectively.
The yield on average interest-bearing liabilities increased from 4.27% and 4.25%
for the three and six months ended September 30, 1996 to 4.82% and 4.83% for the
three and six months ended September 30, 1997.
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 September 30, 1997 and 1996 respectively, and
provisions of $3,000 and $7,302 were made for the six month periods ended
September 30, 1997 and 1996 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 increased by $6,000 for the three months ended
September 30, 1997 as compared to the same period in 1996. Non-interest income
increased by $7,000 for the six months ended September 30, 1997 as compared to
the same period in 1996. These increases were primarily attributable to an
increase in loan related fee income and a $5,000 loss recognized on the sale of
foreclosed real estate in 1996.
Non-interest expense decreased from $272,000 to $141,000 from the
three months ended September 30, 1996 to the three months ended September 30,
1997. Non-interest expense decreased from $404,000 to $276,000 from the six
months ended September 30, 1996 to the six months ended September 30, 1997.
These decreases were primarily the result of a $128,000 charge, reflected in the
1996 periods, for the estimated amount of the special insurance assessment
adopted by the FDIC to recapitalize the Savings Association Insurance Fund.
Occupancy expenses also decreased in the 1997 periods as compared to the same
periods in 1996. These decreases were partially offset by increases in staffing
costs and professional fees.
The provision for income taxes increased $49,000 and $48,000 for the
three and six months ended September 30, 1997, respectively, as compared to the
same periods in 1996. These increases were attributable to pre-tax income in
the 1997 periods as compared to pre-tax losses in the 1996 periods.
-11-
<PAGE>
Liquidity and Capital Resources
- -------------------------------
At September 30, 1997, the Bank continued to comply with its liquidity
requirements, with an overall liquid asset ratio of 25.76% and a short-term
liquid asset ratio of 23.08%. 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 September 30, 1997, the Bank had
no outstanding commitments to fund loans, and no commitments to purchase
mortgage-backed securities or other investment securities.
The Bank was in compliance with regulatory capital requirements at
September 30, 1997. Capital requirements, ratios, and balances are as follows:
<TABLE>
<CAPTION>
Percent of
Amount Assets (2) Requirement Excess
------ ---------- ----------- ------
<S> <C> <C> <C> <C>
(Dollars in thousands)
Regulatory Capital
Ratios at
September 30, 1997: (1)
Core....................... $2,995 10.92% $823 $2,172
Risk-based................. 3,038 26.05 933 2,105
- -----------------
</TABLE>
(1) Current capital requirements as of September 30, 1997 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.
-12-
<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
---------------------------------------------------
(a) The Annual Meeting of Stockholders (the "Meeting") of West Town
Bancorp, Inc. was held July 9, 1997 at 1:00 PM at the Company's
offices located at 4852 West 30th Street, Cicero, Illinois.
(b) Proxies for the meeting were solicited pursuant to Regulation 14
of the Securities and Exchange Act; there was no solicitation in
opposition and all nominees were elected.
(c) The following are the results of each matter voted upon at the
Meeting:
(I) The election of Directors:
<TABLE>
<CAPTION>
For Withheld
------- --------
<S> <C> <C>
Edward J. Hradecky 205,846 0
John A. Storcel 205,846 0
James Kucharczyk 205,846 0
</TABLE>
(ii) The ratification of the appointment of Cobitz, VandenBerg &
Fennessy as auditors for the Company for the fiscal year
ended March 31, 1998:
<TABLE>
<CAPTION>
<S> <C>
Votes For: 205,846
-------
Votes Against: 0
-------
Abstentions: 0
-------
</TABLE>
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
September 30, 1997.
-13-
<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: November 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)
-14-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. PAGE
- ----------- ----
<C> <S> <C>
11 Statement regarding Computation of Earnings Per Share 16
</TABLE>
-15-
<PAGE>
EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
September 30, 1997 September 30, 1997
------------------ ------------------
<S> <C> <C>
Net Income $ 29,279 67,540
======== =======
Weighted average shares outstanding 229,276 230,158
Reduction for common shares not yet released by
Employee Stock Ownership Plan 14,803 14,969
Common stock equivalents due to dilutive effect
of stock options * *
--------- -------
Total weighted average common shares and
equivalents outstanding 214,473 215,189
======== =======
Primary earnings per share $ .14 .32
======== =======
Total weighted average common shares and
equivalents outstanding for primary
computation 214,473 215,189
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 214,473 215,189
======== =======
Fully diluted earnings per share $ .14 .32
======== =======
</TABLE>
* Note: The fair value of the stock at September 30, 1997 was $10.00 per share,
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 September
30, 1997 are the same as the option exercise price of $10.00 per
share.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 818,231
<INT-BEARING-DEPOSITS> 6,164,277
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 2,665,516
<INVESTMENTS-MARKET> 2,684,200
<LOANS> 17,749,204
<ALLOWANCE> (43,171)
<TOTAL-ASSETS> 28,199,476
<DEPOSITS> 24,018,527
<SHORT-TERM> 0
<LIABILITIES-OTHER> 186,104
<LONG-TERM> 0
<COMMON> 2,319
0
0
<OTHER-SE> 3,962,842
<TOTAL-LIABILITIES-AND-EQUITY> 28,199,476
<INTEREST-LOAN> 648,672
<INTEREST-INVEST> 96,501
<INTEREST-OTHER> 170,867
<INTEREST-TOTAL> 916,040
<INTEREST-DEPOSIT> 549,011
<INTEREST-EXPENSE> 549,011
<INTEREST-INCOME-NET> 367,029
<LOAN-LOSSES> 3,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 275,873
<INCOME-PRETAX> 102,922
<INCOME-PRE-EXTRAORDINARY> 67,540
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 67,540
<EPS-PRIMARY> .32
<EPS-DILUTED> .32
<YIELD-ACTUAL> 2.81
<LOANS-NON> 92,383
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 40,171
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 43,171
<ALLOWANCE-DOMESTIC> 43,171
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
