<PAGE>   1

                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

For the quarterly period ended              June 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 _______________

Commission File No. 0-18993
                    -------

                          WINTON FINANCIAL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Ohio                                      31-1303854
-------------------------------------      -------------------------------------
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                  Identification Number)

       5511 Cheviot Road
       Cincinnati, Ohio                                   45247
-------------------------------------      -------------------------------------
     (Address of principal                              (Zip Code)
        executive office)

Registrant's telephone number, including area code: (513) 385-3880

Check whether the issuer (1) has 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 registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X]                                              No [ ]

As of July 31, 1997, the latest practicable date, 1,986,152 shares of the
registrant's common stock, no par value, were issued and outstanding.

                               Page 1 of 18 pages


<PAGE>   2

                   WINTON FINANCIAL CORPORATION AND SUBSIDIARY

                                      INDEX

                                                                            Page
                                                                            ----

PART I -  FINANCIAL INFORMATION

          Consolidated Statements of Financial Condition                      3

          Consolidated Statements of Earnings                                 4

          Consolidated Statements of Cash Flows                               5

          Notes to Consolidated Financial Statements                          7

          Management's Discussion and Analysis of
          Financial Condition and Results of Operations                      11

PART II - OTHER INFORMATION                                                  17

SIGNATURES                                                                   18


<PAGE>   3

                          WINTON FINANCIAL CORPORATION

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                          June 30,    September 30,
               ASSETS                                       1997          1996
<S>                                                       <C>           <C>     
Cash and due from banks                                   $  1,502      $  1,504
Interest-bearing deposits in other
     financial institutions                                  1,061           -
                                                          --------      --------
               Cash and cash equivalents                     2,563         1,504

Investment securities available
    for sale - at market                                     2,773         2,581
Investment securities - at cost
    (approximate market value of $13,129
    and $9,623 at June 30, 1997 and
    September 30, 1996)                                     13,086         9,593
Mortgage-backed securities available
    for sale - at market                                       845         2,942
Mortgage-backed securities - at cost
    (approximate market value of $14,709
    and $15,983 at June 30, 1997 and
    September 30, 1996)                                     14,976        16,414
Loans receivable - net                                     273,666       247,755
Loans held for sale -
     at lower of cost or market                                -           2,735
Office premises and equipment - net                          2,549         2,667
Real estate acquired through foreclosure                       518           561
Federal Home Loan Bank stock - at cost                       2,944         2,359
Accrued interest receivable on loans                         2,129         1,908
Accrued interest receivable on
     mortgage-backed securities                                112           126
Accrued interest receivable on investments                     223           163
Prepaid expenses and other assets                              530           409
Intangible assets - net                                        478           524
                                                          --------      --------
               Total assets                               $317,392      $292,241
                                                          ========      ========


               LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                  $234,140      $221,533
Advances from the Federal Home Loan Bank                    57,897        46,376
Accounts payable on mortgage loans serviced
     for others                                                765           686
Advance payments by borrowers for taxes
     and insurance                                             138           312
Other liabilities                                              930         2,273
Accrued federal income taxes                                    20           116
Deferred federal income taxes                                  945           114
                                                          --------      --------
               Total liabilities                           294,835       271,410

Shareholders' equity
     Preferred stock - 2,000,000 shares without
          par value authorized; no shares issued
          and outstanding                                      -             -
     Common stock - 5,000,000 shares of no par
          value authorized; 1,986,152 shares
          outstanding at June 30, 1997 and
          September 30, 1996                                   -             -
     Additional paid-in capital                              6,501         6,501
     Retained earnings - substantially restricted           15,824        14,142
     Unrealized gains on securities designated
          as available for sale, net of related
          tax effects                                          232           188
                                                          --------      --------
               Total shareholders' equity                   22,557        20,831
                                                          --------      --------
               Total liabilities and
                    shareholders' equity                  $317,392      $292,241
                                                          ========      ========
</TABLE>


                                        3


<PAGE>   4

                          WINTON FINANCIAL CORPORATION

                       CONSOLIDATED STATEMENTS OF EARNINGS
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                  Nine Months Ended    Three Months Ended
                                                       June 30,            June 30,
                                                   1997       1996       1997      1996
<S>                                               <C>        <C>        <C>       <C>   
Interest income
     Loans                                        $16,507    $13,780    $5,709    $4,800
     Mortgage-backed securities                       824        892       262       296
     Investments and interest-bearing deposits        768        774       283       246
                                                  -------    -------    ------    ------
          Total interest income                    18,099     15,446     6,254     5,342

Interest expense
  Deposits                                          8,836      7,861     3,051     2,684
  Borrowings                                        2,194      1,359       796       508
                                                  -------    -------    ------    ------
          Total interest expense                   11,030      9,220     3,847     3,192
                                                  -------    -------    ------    ------

          Net interest income                       7,069      6,226     2,407     2,150

Provision for losses on loans                         -          253       -         -
                                                  -------    -------    ------    ------

          Net interest income after
               provision for losses
               on loans                             7,069      5,973     2,407     2,150

Other income
     Gain on sale of mortgage loans                   469        499       197        10
     Gain on sale of investment and
          mortgage-backed securities
          designated as available for sale             36          9       -         -
     Gain on sale of real estate acquired
          through foreclosure                          32        -         -         -
     Other                                            285        289       104       108
                                                  -------    -------    ------    ------
          Total other income                          822        797       301       118

General, administrative and other expense
     Employee compensation and benefits             2,129      1,955       768       640
     Occupancy and equipment                          905        874       312       292
     Franchise taxes                                  197        190        66        66
     Federal deposit insurance premiums               170        351        36       118
     Amortization of intangible assets                 46         46        15        15
     Advertising                                      114        103        36        33
     Other                                            764        651       259       208
     Merger related expenses                          -          615       -         -
                                                  -------    -------    ------    ------
          Total general, administrative
               and other expense                    4,325      4,785     1,492     1,372
                                                  -------    -------    ------    ------

          Earnings before income taxes              3,566      1,985     1,216       896

Federal income taxes
     Current                                          412        650       289       223
     Deferred                                         807         77       131        81
                                                  -------    -------    ------    ------
          Total federal income taxes                1,219        727       420       304
                                                  -------    -------    ------    ------

          NET EARNINGS                            $ 2,347    $ 1,258    $  796    $  592
                                                  =======    =======    ======    ======

          Earnings per share                      $  1.18    $   .63    $  .40    $  .30
                                                  =======    =======    ======    ======

          Dividends per share                     $  .335    $   .31    $ .115    $ .105
                                                  =======    =======    ======    ======
</TABLE>


                                        4


<PAGE>   5

                          WINTON FINANCIAL CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       For the nine months ended June 30,
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                 1997        1996
<S>                                                            <C>         <C>     
Cash flows from operating activities:
     Net earnings for the period                               $  2,347    $  1,258
     Adjustments to reconcile net earnings
          to net cash provided by (used in)
          operating activities:
     Amortization of premiums on investments
          and mortgage-backed securities                              9           9
     Amortization of deferred loan origination fees                (182)       (195)
     Depreciation                                                   290         275
     Amortization of intangible assets                               46          46
     Gain on sale of mortgage loans                                (259)       (271)
     Gain on sale of investment and mortgage-backed
          securities designated as available for sale               (36)         (9)
     Provision for losses on loans                                  -           253
     Loans disbursed for sale in the secondary market           (21,603)    (22,860)
     Proceeds from sale of loans in the secondary market         24,597      24,012
     Gain on sale of real estate acquired through
          foreclosure                                               (32)        -
     Federal Home Loan Bank stock dividends                        (134)       (114)
     Increase (decrease) in cash due to changes in:
               Accrued interest receivable on loans                (221)       (277)
               Accrued interest receivable on
                    mortgage-backed securities                       14           5
               Accrued interest receivable on investments           (60)        (18)
               Prepaid expenses and other assets                   (121)       (199)
               Accounts payable on mortgage loans
                    serviced for others                              79          43
               Other liabilities                                 (1,343)        112
               Federal income taxes
                         Current                                    (96)         27
                         Deferred                                   807          77
                                                               --------    --------
                              Net cash provided by
                                   operating activities           4,102       2,174

Cash flows from investing activities:
     Principal repayments on mortgage-backed
          securities                                              2,218       1,605
     Proceeds from maturity of mortgage-backed
          securities                                              1,335         -
     Purchase of mortgage-backed securities
          available for sale                                        -        (3,077)
     Purchase of mortgage-backed securities
          held to maturity                                          -          (293)
     Proceeds from sale of mortgage-backed
          securities designated as available for sale               -         1,406
     Proceeds from maturity of investment securities              3,000       1,922
     Proceeds from sale of investment securities
          designated as available for sale                          122         -
     Purchase of investment securities designated
          held to maturity                                       (4,988)     (1,302)
     Purchase of investment securities designated
          as available for sale                                  (1,742)        -
     Loan principal repayments                                   47,881      37,556
     Loan disbursements                                         (80,765)    (71,882)
     Sale of loan participations                                  7,135         -
     Proceeds from the sale of real estate
          acquired through foreclosure                               94         -
     Purchase of office premises and equipment                     (158)       (198)
     Additions to real estate acquired
          through foreclosure                                       (13)       (186)
     Purchase of Federal Home Loan Bank stock                      (451)        -
                                                               --------    --------
                              Net cash used in
                                   investing activities         (26,332)    (34,449)
                                                               --------    --------

                              Net cash used in operating
                                   and investing activities
                                   (balance carried forward)    (22,230)    (32,275)
                                                               --------    --------
</TABLE>


                                        5


<PAGE>   6

                          WINTON FINANCIAL CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                       For the nine months ended June 30,
                                 (In thousands)

<TABLE>
<CAPTION>
                                                             1997        1996
<S>                                                        <C>         <C>      
          Net cash used in operating and investing
               activities (balance brought forward)        $(22,230)   $(32,275)

Cash flows from financing activities:
     Net increase in deposit accounts                        12,607      17,346
     Proceeds from Federal Home Loan Bank advances           26,064      32,250
     Repayment of Federal Home Loan Bank advances           (14,543)    (17,690)
     Advances by borrowers for taxes and insurance             (174)       (213)
     Proceeds from exercise of stock options                    -             8
     Dividends paid on common stock                            (665)       (606)
                                                           --------    --------
          Net cash provided by financing activities          23,289      31,095
                                                           --------    --------

Net increase (decrease) in cash and cash equivalents          1,059      (1,180)

Cash and cash equivalents at beginning of period              1,504       3,518
                                                           --------    --------

Cash and cash equivalents at end of period                 $  2,563    $  2,338
                                                           ========    ========


Supplemental disclosure of cash flow information:
     Cash paid during the year for:
          Federal income taxes                             $    507    $    546
                                                           ========    ========

          Interest on deposits and borrowings              $ 10,960    $  9,220
                                                           ========    ========

Supplemental disclosure of noncash investing activities:
     Transfers from loans to real estate acquired
          through foreclosure                              $    200    $    176
                                                           ========    ========

     Unrealized gains on securities designated
          as available for sale, net of related
          tax effects                                      $     44    $     26
                                                           ========    ========

     Recognition of mortgage servicing rights in
          accordance with SFAS No. 122                     $    210    $    228
                                                           ========    ========
</TABLE>


                                        6


<PAGE>   7

                          WINTON FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        For the three and nine month periods ended June 30, 1997 and 1996

1. BASIS OF PRESENTATION

   The accompanying unaudited consolidated financial statements were prepared in
   accordance with instructions for Form 10-QSB and, therefore, do not include
   information or footnotes necessary for a complete presentation of financial
   position, results of operations, and cash flows in conformity with generally
   accepted accounting principles. Accordingly, these financial statements
   should be read in conjunction with the consolidated financial statements and
   notes thereto of Winton Financial Corporation (the "Corporation" or "Winton")
   included in Winton's Annual Report on Form 10-KSB for the fiscal year ended
   September 30, 1996. However, all adjustments (consisting of only normal
   recurring accruals) which in the opinion of management are necessary for a
   fair presentation of the consolidated financial statements have been
   included. The results of operations for the three and nine month periods
   ended June 30, 1997 and 1996 are not necessarily indicative of the results
   which may be expected for the entire fiscal year.

2. PRINCIPLES OF CONSOLIDATION

   The accompanying consolidated financial statements include the accounts of
   Winton and The Winton Savings and Loan Co. ("Winton Savings"). All
   significant intercompany items have been eliminated.

3. EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS

   In March 1995, the Financial Accounting Standards Board (the "FASB") issued
   Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
   the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
   Of". SFAS No. 121 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. In performing the review for
   recoverability, the entity should estimate the future cash flows expected to
   result from the use of the asset and its eventual disposition. If the sum of
   the expected future cash flows (undiscounted and without interest charges) is
   less than the carrying amount of the asset, an impairment loss is recognized.
   Measurement of an impairment loss for long-lived assets and identifiable
   intangibles that an entity expects to hold and use should be based on the
   fair value of the asset. SFAS No. 121 is effective for financial statements
   for fiscal years beginning after December 15, 1995 (fiscal 1997 as to the
   Corporation). Earlier application is encouraged. Management adopted SFAS No.
   121 on October 1, 1996, as required, without material effect on the
   Corporation's consolidated financial position or results of operations.


                                        7


<PAGE>   8

                          WINTON FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the three and nine month periods ended June 30, 1997 and 1996

3. EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS (continued)

   In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
   Compensation," establishing financial accounting and reporting standards for
   stock-based compensation plans. SFAS No. 123 encourages all entities to adopt
   a new method of accounting to measure compensation cost of all stock
   compensation plans based on the estimated fair value of the award at the date
   it is granted. Companies are, however, allowed to continue to measure
   compensation cost for those plans using the intrinsic value based method of
   accounting, which generally does not result in compensation expense
   recognition for most plans. Companies that elect to remain with the existing
   accounting are required to disclose in a footnote to the financial statements
   pro forma net earnings and, if presented, earnings per share, as if SFAS No.
   123 had been adopted. The accounting requirements of SFAS No. 123 are
   effective for transactions entered into during fiscal years that begin after
   December 15, 1995; however, companies are required to disclose information
   for awards granted in their first fiscal year beginning after December 15,
   1994. Management has determined that the Corporation will continue to account
   for stock-based compensation pursuant to Accounting Principles Board Opinion
   No. 25, and therefore the provisions of SFAS No. 123 will have no effect on
   its consolidated financial condition or results of operations.

   In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers of
   Financial Assets, Servicing Rights, and Extinguishment of Liabilities," that
   provides accounting guidance on transfers of financial assets, servicing of
   financial assets, and extinguishment of liabilities. SFAS No. 125 introduces
   an approach to accounting for transfers of financial assets that provides a
   means of dealing with more complex transactions in which the seller disposes
   of only a partial interest in the assets, retains rights or obligations,
   makes use of special purpose entities in the transaction, or otherwise has
   continuing involvement with the transferred assets. The new accounting
   method, referred to as the financial components approach, provides that the
   carrying amount of the financial assets transferred be allocated to
   components of the transaction based on their relative fair values. SFAS No.
   125 provides criteria for determining whether control of assets has been
   relinquished and whether a sale has occurred. If the transfer does not
   qualify as a sale, it is accounted for as a secured borrowing. Transactions
   subject to the provisions of SFAS No. 125 include, among others, transfers
   involving repurchase agreements, securitizations of financial assets, loan
   participations, factoring arrangements, and transfers of receivables with
   recourse.

   An entity that undertakes an obligation to service financial assets
   recognizes either a servicing asset or liability for the servicing contract
   (unless related to a securitization of assets, and all the securitized assets
   are retained and classified as held-to-maturity). A servicing asset or
   liability that is purchased or assumed is initially recognized at its fair
   value. Servicing assets and liabilities are amortized in proportion to and
   over the period of estimated net servicing income or net servicing loss and
   are subject to subsequent assessments for impairment based on fair value.


                                        8


<PAGE>   9

                          WINTON FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the three and nine month periods ended June 30, 1997 and 1996

3. EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS (continued)

   SFAS No. 125 provides that a liability is removed from the balance sheet only
   if the debtor either pays the creditor and is relieved of its obligation for
   the liability or is legally released from being the primary obligor.

   SFAS No. 125 is effective for transfers and servicing of financial assets and
   extinguishment of liabilities occurring after December 31, 1997, and is to be
   applied prospectively. Earlier or retroactive application is not permitted.
   Management does not believe that adoption of SFAS No. 125 will have a
   material adverse effect on the Corporation's consolidated financial position
   or results of operations.

   In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share," which
   requires companies to present basic earnings per share and, if applicable,
   diluted earnings per share, instead of primary and fully diluted earnings per
   share, respectively. Basic earnings per share is computed without including
   potential common shares, i.e., no dilutive effect. Diluted earnings per share
   is computed taking into consideration common shares outstanding and dilutive
   potential common shares, including options, warrants, convertible securities
   and contingent stock agreements. SFAS No. 128 is effective for periods ending
   after December 15, 1997. Early application is not permitted. Based upon the
   provisions of SFAS No. 128, the Corporation's basic and diluted earnings per
   share for the three months ended June 30, 1997, would have been $1.18 and
   $1.17, respectively. Basic and dilutive earnings per share for the nine
   months ended June 30, 1997, would each have been $.40.

4. CHARTER UNIFICATION LEGISLATION

   The deposit accounts of Winton Savings and other savings associations are
   insured up to applicable limits by the Federal Deposit Insurance Corporation
   ("FDIC") through the Savings Association Insurance Fund ("SAIF"). Legislation
   to recapitalize the SAIF was enacted on September 30, 1996. Such legislation
   provided that the SAIF will be merged into the Bank Insurance Fund in 1998 if
   there are no more savings associations. Such legislation also requires the
   Department of Treasury to submit a report to Congress on the development of a
   common charter for all financial institutions. In addition, in January 1997,
   two bills were introduced to address this charter unification by eliminating
   the federal thrift charter and the separate federal regulation of savings and
   loan associations.

   Pursuant to such legislation, Congress may eliminate the Office of Thrift
   Supervision ("OTS"), and Winton Savings may be regulated under federal law as
   a bank or may be required to change its charter. Such change in regulation or
   charter would likely change the range of activities in which Winton Savings
   may engage and would probably subject Winton Savings to more regulation by
   the FDIC. In addition, Winton might become


                                        9


<PAGE>   10

                          WINTON FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the three and nine month periods ended June 30, 1997 and 1996

4. CHARTER UNIFICATION LEGISLATION (continued)

   subject to a different form of holding company regulation, which may limit
   the activities in which Winton may engage, and subject Winton to other
   additional regulatory requirements, including separate capital requirements.
   At this time, Winton cannot predict when or whether Congress may actually
   pass legislation regarding Winton and Winton Savings' regulatory requirements
   or charter. Although such legislation may change the activities in which
   either Winton and Winton Savings may engage, it is not anticipated that the
   current activities of both Winton and Winton Savings will be materially
   affected by those activity limits.

5. EARNINGS PER SHARE

   Earnings per share for the three and nine month periods ended June 30, 1997
   and 1996 is computed based on 1,986,152 weighted-average shares outstanding
   during the respective periods. Fully diluted earnings per share has not been
   presented as there is no dilutive effect attendant to Winton's Stock Option
   Plan during the respective periods.


                                       10


<PAGE>   11

                          WINTON FINANCIAL CORPORATION

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

FORWARD-LOOKING STATEMENTS

In the following pages, management presents an analysis of Winton's financial
condition as of June 30, 1997, and the results of operations for the three and
nine month periods ended June 30, 1997, as compared to the same periods in 1996.
In addition to this historical information, the following discussion contains
forward-looking statements that involve risks and uncertainties. Economic
circumstances, Winton's operations and Winton's actual results could differ
significantly from those discussed in the forward-looking statements. Some of
the factors that could cause or contribute to such differences are discussed
herein but also include changes in the economy and interest rates in the nation
and in Winton's general market area.

Without limiting the foregoing, some of the forward-looking statements included
herein include the following:

     - Management's belief that adoption of SFAS No. 125 will not have a
       material adverse effect on the Corporation.

     - Legislative changes that may change the regulatory requirements of Winton
       and Winton Savings.

     - Management's establishment of an allowance for loan losses, and its
       statements regarding the adequacy of such allowance for loan losses.

     - Management's belief that Winton and Winton Savings' activities will not
       be materially affected by proposed changes in the regulation of all
       savings associations and their holding companies.

DISCUSSION OF FINANCIAL CONDITION CHANGES FROM SEPTEMBER 30, 1996 TO JUNE 30,
1997

At June 30, 1997, the Corporation had total assets of $317.4 million, an
increase of approximately $25.2 million, or 8.6%, over September 30, 1996. The
growth in assets was funded primarily by an increase in deposits of $12.6
million, an increase in advances from the Federal Home Loan Bank of $11.5
million and undistributed net earnings of $1.7 million.

Cash and due from banks, interest-bearing deposits, and investment securities
totaled approximately $18.4 million, an increase of approximately $4.7 million,
or 34.7%, over September 30, 1996 levels. During the nine months ended June 30,
1997, investment securities totaling $6.7 million were purchased, which were
partially offset by maturities of $3.0 million and sales of $122,000.


                                       11


<PAGE>   12

                          WINTON FINANCIAL CORPORATION

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)

DISCUSSION OF FINANCIAL CONDITION CHANGES FROM SEPTEMBER 30, 1996 TO JUNE 30,
1997 (continued)

Loans receivable, loans held for sale, and mortgage-backed securities increased
by approximately $19.6 million, or 7.3%, during the period to a total of $289.5
million. This increase resulted primarily from loan originations totaling $102.4
million, which exceeded loan sales of $24.3 million and principal repayments of
approximately $47.9 million. The Corporation's loan origination volume increased
during the current nine month period by approximately $7.6 million over the same
period in fiscal 1996. Similarly, sales volume increased during the same period
by $597,000. Mortgage-backed securities decreased by approximately $3.5 million,
or 18.3%, from September 30, 1996 as a result of normal principal repayments of
$2.2 million and maturities of $1.3 million.

At June 30, 1997, Winton Saving's allowance for loan losses totaled $872,000, an
increase of $15,000 over the level maintained at September 30, 1996. At June 30,
1997, the allowance represented approximately .32% of the total loan portfolio
and 146.0% of total non-performing loans. At June 30, 1997, the ratio of total
non-performing loans to total loans amounted to .22%, as compared to .35% at
September 30, 1996. Although management believes that its allowance for loan
losses at June 30, 1997, was adequate based on available facts and
circumstances, there can be no assurances that additions to such allowance will
not be necessary in future periods, which could adversely affect the
Corporation's results of operations.

Deposits increased by $12.6 million, or 5.7%, over September 30, 1996 levels, as
management has elected to increase deposits to fund the growth in the loan
portfolio through advertising, pricing strategies and brokered deposits. During
fiscal 1997, Winton Savings accumulated approximately $6.0 million of brokered
deposits, which had a weighted-average cost of 6.65% and terms to maturity
ranging from two to three years. Such funds were acquired as an alternative
source of funds to Federal Home Loan Bank advances, and were utilized to fund
growth in the loan portfolio.

Winton Savings is subject to capital standards which generally require the
maintenance of regulatory capital sufficient to meet each of three tests,
hereinafter described as the tangible capital requirement, the core capital
requirement and the risk-based capital requirement. At June 30, 1997, Winton
Savings' tangible capital of $21.6 million, or 6.8%, exceeded the minimum
requirement of $4.7 million by $16.9 million; Winton Savings' core capital of
$21.6 million, or 6.8%, exceeded the minimum requirement of $9.5 million by
$12.1 million; and Winton Savings' risk-based capital of $22.4 million, or
11.0%, exceeded the fully phased-in amount of 8.0% of risk-weighted assets by
approximately $6.1 million.

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTH PERIODS ENDED JUNE 30, 1997
AND 1996

GENERAL

Net earnings totaled $2.3 million for the nine months ended June 30, 1997, as
compared to $1.3 million for the same period in 1996, an increase of $1.1
million, or 86.6%. The increase in earnings resulted primarily from an $843,000
increase in net interest income, a $253,000 decrease in the provision for losses
on loans, a $460,000 decrease in general, administrative and other expense and
an increase of $25,000 in other income, which were partially offset by a
$492,000 increase in the provision for federal income taxes.


                                       12


<PAGE>   13

                          WINTON FINANCIAL CORPORATION

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTH PERIODS ENDED JUNE 30, 1997
AND 1996 (continued)

NET INTEREST INCOME

Interest on loans and mortgage-backed securities increased by $2.7 million, or
18.1%, for the nine months ended June 30, 1997, as compared to the same period
in 1996. The increase resulted primarily from a $41.0 million increase in
weighted-average portfolio balance outstanding year to year, coupled with an
increase in weighted-average yield year to year from 8.28% in fiscal 1996 to
8.33% in fiscal 1997.

Interest income on investments and interest-bearing deposits decreased by
$6,000, or .8%, for the nine months ended June 30, 1997. The decrease resulted
primarily from a $77,000 decrease in the weighted-average portfolio balance
outstanding year to year.

Interest expense on deposits increased by $975,000, or 12.4 %, for the nine
months ended June 30, 1997 compared to 1996. The increase was primarily due to a
$21.4 million increase in weighted-average deposits outstanding year to year,
coupled with an increase in weighted-average cost of deposits year to year, from
5.10% in 1996 to 5.20% in 1997.

Interest expense on borrowings increased by $835,000, or 61.4%, for the nine
months ended June 30, 1997. The increase was primarily due to a $18.0 million
increase in weighted-average Federal Home Loan Bank advances outstanding year to
year.

As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $843,000, or 13.5%, for the nine months ended
June 30, 1997, compared to 1996. The interest rate spread amounted to 2.91% in
the 1997 period, compared to 2.97% in 1996, while the net interest margin was
3.21% in 1997, compared to 3.29% in 1996.

PROVISION FOR LOSSES ON LOANS

A provision for losses on loans is charged to earnings to bring the total
allowance for losses on loans to a level considered appropriate by management
based on historical experience, the volume and type of lending conducted by the
Winton Savings, and the status of past due principal and interest payments,
general economic conditions, particularly as such conditions relate to the
Winton Savings' loan portfolio. As a result of such analysis, management
concluded that the allowance for losses on loans was adequate, and therefore did
not provide a provision for losses on loans during the nine-month period ended
June 30, 1997. Winton Savings recognized a $253,000 provision for losses on
loans during the nine-month period ended June 30, 1996. Such provision was
heavily influenced by management's desire to increase the allowance of Blue Chip
Savings Bank ("Blue Chip"), which had been acquired by Winton Savings, to a
level commensurate with Winton Savings. There can be no assurance that the
allowance for loan losses of the Winton Savings will be adequate to cover losses
on nonperforming assets in the future.


                                       13


<PAGE>   14

                          WINTON FINANCIAL CORPORATION

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTH PERIODS ENDED JUNE 30, 1997
AND 1996 (continued)

OTHER INCOME

Other income increased by $25,000 for the nine months ended June 30, 1997,
compared to the 1996 period, primarily due to an increase of $27,000, or 300.0%,
in gain on sale of investments and mortgage-backed securities, coupled with the
gain on sale of real estate acquired through foreclosure of $32,000, which were
partially offset by a decline in gain on sale of loans of $30,000, or 6.0%. The
decrease in other operating income was comprised primarily of decreases in
rental income and service fees.

GENERAL, ADMINISTRATIVE AND OTHER EXPENSE

General, administrative and other expense decreased by $460,000, or 9.6%, for
the nine months ended June 30, 1997, compared to 1996. The decrease resulted
primarily from a nonrecurring $615,000 charge for merger related expenses
incurred in the 1996 period in connection with the Blue Chip merger, coupled
with a decrease of $181,000, or 51.6%, for federal deposit insurance premiums as
a result of lower premium rates following the SAIF recapitalization. These
decreases were partially offset by a $174,000, or 8.9%, increase in employee
compensation and benefits, a $31,000, or 3.5%, increase in occupancy and
equipment, a $7,000, or 3.7%, increase in franchise taxes, an $11,000, or 10.7%,
increase in advertising and a $113,000, or 17.4%, increase in other expenses.

The increase in employee compensation and benefits resulted primarily from an
increase in staffing levels, normal merit increases, expense related to a new
employee incentive compensation program and a decline in deferred loan
origination costs, all of which were partially offset by a decrease in employee
health insurance costs resulting from a change in provider.

The increase in occupancy and equipment relates to an increase in repairs and
maintenance on office buildings and equipment. The increase in other operating
expense resulted primarily from an increase in supervisory assessments, costs
related to Winton's change to the American Stock Exchange listing and increased
loan processing and servicing costs.

FEDERAL INCOME TAXES

The provision for federal income taxes increased by $492,000, or 67.7%, for the
nine months ended June 30, 1997, as compared to the same period in 1996, due
primarily to a $1.6 million, or 79.6%, increase in pretax earnings. The
effective tax rates were 34.2% and 36.6% for the nine months ended June 30, 1997
and 1996, respectively.


                                       14


<PAGE>   15

                          WINTON FINANCIAL CORPORATION

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTH PERIODS ENDED JUNE 30, 1997
AND 1996

GENERAL

Net earnings totaled $796,000 for the three months ended June 30, 1997, compared
to $592,000 for the same period in 1996, an increase of $204,000, or 34.5%. The
increase in earnings resulted primarily from a $257,000 increase in net interest
income and a $183,000 increase in other income, which were partially offset by a
$120,000 increase in general, administrative and other expense and a $116,000
increase in the provision for federal income taxes.

NET INTEREST INCOME

Interest income on loans and mortgage-backed securities increased by $875,000,
or 17.2%, for the three months ended June 30, 1997 compared to the 1996 quarter.
The increase resulted primarily from a $33.8 million increase in
weighted-average portfolio balances outstanding year to year.

Interest income on investments and interest-bearing deposits increased by
$37,000, or 15.0%, for the three months ended June 30, 1997. The increase
resulted primarily from a $3.4 million increase in weighted-average portfolio
balances outstanding.

Interest expense on deposits increased by $367,000, or 13.7%, for the three
months ended June 30, 1997. The increase was primarily attributable to an
increase in the weighted-average cost of deposits, and a $19.1 million increase
in the average balance of deposits outstanding.

Interest expense on borrowings increased by $288,000, or 56.7%, during the three
months ended June 30, 1997. The increase was primarily attributable to an
increase in the average balance of borrowings outstanding.

As a result of the foregoing changes in interest income and interest expense,
the Corporation's net interest income increased by $257,000, or 12.0%, for the
three months ended June 30, 1997, compared to the three months ended June 30,
1996. The interest rate spread amounted to 2.86% in the 1997 quarter, as
compared to 2.92% in 1996, while the net interest margin was 3.16% in 1997, as
compared to 3.21% in 1996.

OTHER INCOME

Other income increased by $183,000, or 155.1%, for the 1997 quarter primarily
due to an increase of $187,000 in gain on sale of mortgage loans, which was
partially offset by a decrease in other operating income of $4,000, or 3.7%.


                                       15


<PAGE>   16

                          WINTON FINANCIAL CORPORATION

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTH PERIODS ENDED JUNE 30, 1997
AND 1996 (continued)

GENERAL, ADMINISTRATIVE AND OTHER EXPENSE

General, administrative and other expense increased by $120,000, or 8.7%, for
the quarter ended June 30, 1997. The increase was comprised of a $128,000, or
20.0%, increase in employee compensation and benefits, a $20,000, or 6.8%,
increase in occupancy and equipment, a $3,000, or 9.1%, increase in advertising
and a $51,000, or 24.5%, increase in other expenses, which were partially offset
by an $82,000, or 69.5% decrease in federal deposit insurance premiums.

FEDERAL INCOME TAXES

The provision for federal income taxes increased by $116,000, or 38.2%, for the
three months ended June 30, 1997, compared to the same period in 1996, due
primarily to a $320,000, or 35.7%, increase in pretax earnings. The effective
tax rates were 34.5% and 33.9% for the three months ended June 30, 1997 and
1996, respectively.


                                       16


<PAGE>   17

                          WINTON FINANCIAL CORPORATION

                                    PART II


ITEM 1. LEGAL PROCEEDINGS

        Not applicable

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 MATERIALLY IMPORTANT EVENTS

        On July 23, 1997, the common shares of Winton commenced trading on the
        American Stock Exchange, Inc., and ceased trading on the Nasdaq SmallCap
        Market. In connection therewith, Winton filed a Form 8-A on July 17,
        1997, with the Securities and Exchange Commission to register its common
        shares under Section 12(b) of the Securities Exchange Act of 1934 and
        the Form 8-A was declared effective on July 22, 1997.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        Exhibit 10.1 Employment Agreement with Robert L. Bollin, dated May 1,
                     1997

        Exhibit 10.2 Employment Agreement with Gregory J. Bollin, dated May 1,
                     1997

        Exhibit 27 Financial Data Schedule

        Form 8-K   None.


                                       17
<PAGE>   18

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:    August 9, 1996                 By:
     ----------------------                -------------------------------------
                                           Robert L. Bollin
                                           President

Date:    August 9, 1996                 By:
     ----------------------                -------------------------------------
                                           Jill M. Burke
                                           Chief Financial Officer


                                       18


<PAGE>   19

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:    August 4, 1996                 By: /s/ Robert L. Bollin
     ----------------------                -------------------------------------
                                           Robert L. Bollin
                                           President

Date:    August 4, 1996                 By: /s/ Jill M. Burke
     ----------------------                -------------------------------------
                                           Jill M. Burke
                                           Chief Financial Officer


                                       18