<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  Form 10-KSB

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

 
                  For the fiscal year ended December 31, 1998

 
                                    0-24135
                            Commission File Number
 
                              PCB HOLDING COMPANY
       ----------------------------------------------------------------------
           (Name of small business issuer as specified in its charter.)
<TABLE> 
       <S>                                                              <C>     
                             Indiana                                                          35-2040715
       ------------------------------------------------------------      -----------------------------------------------------------
       (State or Other Jurisdiction of Incoprporation or Organization                (I.R.S. Employer Identification No.)

                                                    819 Main Street, Tell City, Indiana 47586
       -----------------------------------------------------------------------------------------------------------------------------
                                                     (Address of Principal Executive Offices)

                                          Issuer's telephone number, including area code:  (812) 547-7094
                                      Securities registered pursuant to Section 12(b) of the Exchange Act:  None

                                 Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par value $0.01
</TABLE>

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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [ X ]    No [_ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The issuer's revenues for its most recent fiscal year were $1,738,712.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the issuer was $3,769,125.  This figure is based on the
average of the last bid and ask price on the OTC Bulletin Board for a share of
the issuer's common stock on March 1, 1999, which was $9.50.  For purposes of
this calculation, the Registrant is assuming that directors and executive
officers are affiliates.

The Registrant had 396,750 shares of Common Stock outstanding as of March 1,
1999.

Portions of the Annual Report to Shareholders for the year ended December 31,
1998 are incorporated by reference into Part II of this Form 10-KSB.  Also,
portions of the proxy statement for the annual meeting of shareholders to be
held on April 22, 1999 are incorporated by reference into Part III of this Form
10-KSB.

Transitional Small Business Disclosure Format.    Yes [_]    No [ X ]
<PAGE>
 
                                     INDEX
<TABLE>
<CAPTION>

PART I
<S>                <C>                                                              <C>
                                                                                  Page No.

     Item 1.       Description of Business.......................................    3

     Item 2.       Description of Property.......................................   24

     Item 3.       Legal Proceedings.............................................   24

     Item 4.       Submission of Matters to a Vote of Security Holders...........   24

PART II

     Item 5.       Market for Common Equity and Related Stockholder Matters......   25

     Item 6.       Management's Discussion and Analysis or Plan of Operation.....   25

     Item 7.       Financial Statements..........................................   25

     Item 8.       Changes In and Disagreements With Accountants on
                   Accounting and Financial Disclosure ..........................   25

PART III

     Item 9.       Directors, Executive Officers, Promoters and Control Persons;
                   Compliance with Section 16(a) of the Exchange Act.............   25

     Item 10.      Executive Compensation........................................   26

Item 11.           Security Ownership of Certain Beneficial Owners and Management   26

     Item 12.      Certain Relationships and Related Transactions................   26

     Item 13.      Exhibits and Reports on Form 8-K..............................   26
</TABLE>
SIGNATURES
<PAGE>
 
Item 1.  Description of Business.
---------------------------------

                            BUSINESS OF THE COMPANY

General

     PCB Holding Company (the "Company") was organized as an Indiana business
corporation at the direction of Peoples Community Bank (the "Bank") in March
1998 for the purpose of becoming the holding company for the Bank upon
completion of the conversion of the Bank from the mutual to the stock form of
organization.

     The Bank's mutual to stock conversion was completed on July 1, 1998 with
the sale by the Company of 396,750 shares of common stock at $10.00 per share.
The Company used 50% of the net proceeds of the offering to purchase the capital
stock of the Bank.  The Company's sole business activity is to direct the
operations of the Bank.

     The Bank was chartered in 1914 as an Indiana mutual building and loan
association.  In February 1998, the Bank adopted a federal mutual charter and in
July 1998, upon the completion of its mutual to stock conversion, became a
federal stock savings bank.  The Bank's primary federal regulator is the Office
of Thrift Supervision ("OTS").  The Bank operates as a traditional savings
association, specializing in single-family residential mortgage lending and
savings deposits.  The Bank's business consists primarily of attracting retail
deposits from the general public and using those funds to originate real estate
loans.  The Bank generally holds its loans for long-term investment purposes.

Market Area and Competition

     The Bank conducts operations out of its one office in Tell City, which is
the largest town in Perry County, Indiana.  Tell City has a population of
approximately 9,000 persons, and Perry County has a population of approximately
20,000 persons.  Most of the Bank's depositors live in Perry County and most of
the Bank's loans are secured by real estate in Perry County.  The Bank also
makes loans in Spencer County, Indiana and occasionally in other surrounding
counties.  Perry County is a rural county that historically has had higher
unemployment and lower income compared to the rest of Indiana.  The economy of
Perry County is dependent on manufacturing, much of which is located across the
Ohio River in Kentucky.  Industries present in the region include woodworking,
steel, motors, aluminum and paper.

     The Bank faces intense competition in its primary market area for the
attraction of deposits (its primary source of lendable funds) and in the
origination of loans.  Its most direct competition for deposits has historically
come from the three commercial banks operating in Tell City and, to a lesser
extent, from other financial institutions, such as brokerage firms and insurance
companies.  All of the three commercial banks in Tell City are affiliated with
large, multi-state bank holding companies and, therefore, have significantly
greater resources than the Bank.  Particularly in times of high interest rates,
the Bank has faced additional significant competition for investors' funds from
short-term money market securities and other corporate and government
securities.  The Bank's competition for loans comes primarily from the
commercial banks operating in Tell City.  Such competition for deposits and the
origination of loans may limit the Bank's growth in the future.

Lending Activities

     General.  At December 31, 1998, the Bank's net loans receivable totaled
$20.9 million, or 82.3% of total assets.  The Bank has concentrated its lending
activities on one- to four-family mortgage loans, with such loans amounting to
83.2% of loans at December 31, 1998.  The Bank also offers multi-family,
commercial real estate, land and residential construction loans, as well as
loans secured by savings accounts.  All of the Bank's mortgage loan portfolio is
secured by real estate located in Indiana.  In February 1998, the Bank expanded
its loan offerings to include automobile loans.  In June 1998, the Bank began
offering additional secured and unsecured consumer loans.

                                       3
<PAGE>
 
     Loan Portfolio Analysis.  The following table sets forth the composition of
the Bank's loan portfolio at the dates indicated. The Bank had no concentration
of loans exceeding 10% of total loans receivable other than as disclosed below.

<TABLE>
<CAPTION>

                                                                               At December 31,
                                           -----------------------------------------------------------------------------------
                                                       1998                              1997                         1996
                                           -----------------------------          -------------------          ---------------
                                              Amount        Percent        Amount        Percent        Amount         Percent
                                           ----------    ----------     ----------    ----------     ----------     ----------
                                                                           (Dollars in thousands)

Mortgage loans:
<S>                                        <C>           <C>            <C>           <C>            <C>            <C>

 One- to four-family........................  $17,892          83.1%       $16,893          85.7%       $17,272           85.0%
 Multi-family...............................      362           1.7            468           2.4            394            1.9
 Commercial real estate.....................      901           4.2            864           4.4            873            4.3
 Land.......................................      654           3.0            528           2.6            583            2.9
 Residential construction...................      980           4.6            783           4.0            977            4.8
                                              -------       -------        -------       -------        -------        -------
   Total mortgage loans.....................   20,789          96.6         19,536          99.1         20,099           98.9

Consumer Loans:

  Loans secured by savings accounts.........      274           1.3            178           0.9            233            1.1

  Other.....................................      454           2.1              -             -              -              -
                                              -------         -----        -------         -----        -------          -----

   Total consumer loans.....................      728           3.4            178           0.9            233            1.1
                                              -------         -----        -------         -----        -------          -----

    Total loans.............................   21,517         100.0%        19,714         100.0%        20,332          100.0%
                                              -------         =====        -------         =====        -------          =====

Less:

 Undisbursed portion of loans in  process...      472                          295                          380
 Deferred loan origination fees, net........       64                           72                           73
 Allowance for loan losses..................       51                           51                           52
                                              -------                      -------                      -------
   Total loans receivable, net..............  $20,930                      $19,296                      $19,837
                                              =======                      =======                      =======
</TABLE>


     One- to Four-Family Real Estate Loans. The Bank's primary lending activity
is the origination of loans secured by one- to four-family residences located in
its market area. The Bank offers adjustable-rate mortgage ("ARM") loans which
provide for an interest rate that adjusts every year or that is fixed for three
years and then adjusts every year after the initial period. The Bank's ARM loans
generally provide for annual and lifetime interest rate adjustment limits of 1%
and 5%, respectively. When it was a state-chartered savings association, the
Bank based its ARM loans on the Bank's internal cost of funds. When the Bank
adopted a federal mutual charter in February 1998 it began basing its ARM loans
on the One Year U.S. Treasury Note Constant Maturity Rate. The Bank's ARM loans
are typically based on a 30-year amortization schedule. The initial rate on most
of the Bank's ARM loans is 1% to 1.5% below the rate offered for fixed-rate
loans that have a term of ten to 20 years.

     The Bank offers fixed-rate, one- to four-family mortgage loans with
maturities of up to 20 years. These loans are fully amortizing with monthly
payments sufficient to repay the total amount of the loan with interest by the
end of the loan term. Generally, they are underwritten and documented in
accordance with guidelines established by Freddie Mac. The Bank's fixed-rate
loans customarily include "due on sale" clauses, which give the Bank the right
to declare a loan immediately due and payable in the event the borrower sells or
otherwise disposes of the real property subject to the mortgage and the loan is
not paid.

                                       4
<PAGE>
 
     The Bank offers second mortgage loans.  Generally, the Bank makes second
mortgage loans only where it holds the first mortgage, unless the combined loan
to value ratio is less than 50%.  Second mortgages are made on the same terms as
first mortgage loans when the combined loan to value ratio is less than 80%.  At
December 31, 1998, the Bank had $722,000 of second mortgage loans included in
its one- to four-family mortgage loan portfolio.

     Borrower demand for ARM loans versus fixed-rate mortgage loans is a
function of the level of interest rates, the expectations of changes in the
level of interest rates and the difference between the initial interest rates
and fees charged for each type of loan.  The relative amount of fixed-rate
mortgage loans and ARM loans that can be originated at any time is largely
determined by the demand for each in a competitive environment.

     The retention of ARM loans in the Bank's loan portfolio helps reduce
the Bank's exposure to changes in interest rates.  There are, however,
unquantifiable credit risks resulting from the potential of increased costs due
to changed rates to be paid by the borrower.  It is possible that during periods
of rising interest rates the risk of default on ARM loans may increase as a
result of repricing and the increased payments required by the borrower.  In
addition, although ARM loans allow the Bank to increase the sensitivity of its
asset base to changes in interest rates, the extent of this interest sensitivity
is limited by the annual and lifetime interest rate adjustment limits.  Because
of these considerations the Bank has no assurance that yields on ARM loans will
be sufficient to offset increases in the Bank's cost of funds.  The Bank
believes these risks, which have not had a material adverse effect on the Bank
to date, generally are less than the risks associated with holding fixed-rate
loans in portfolio during a rising interest rate environment.

     The Bank generally requires an acceptable attorney's opinion on the
status of its lien on all loans where real estate is the primary source of
security.  The Bank also requires that fire and casualty insurance (and, if
appropriate, flood insurance) be maintained in an amount at least equal to the
outstanding loan balance.

     The Bank's one- to four-family residential mortgage loans typically do
not exceed 80% of the appraised value of the security property.  Pursuant to
underwriting guidelines adopted by the Bank's Board of Directors, the Bank can
lend up to 95% of the appraised value of the property securing a one- to- four
family residential loan; however, the Bank generally requires private mortgage
insurance on the portion of the principal amount that exceeds 90% of the
appraised value of the security property.

     Multi-family and Commercial Real Estate Loans.  The Bank occasionally
originates mortgage loans for the acquisition and refinancing of multi-family
and commercial real estate properties.  The majority of the Bank's commercial
real estate loans are secured by churches, motels and a country club, all of
which are located in Indiana.  At December 31, 1998, the Bank's largest multi-
family or commercial real estate loan was $213,000 and is secured by a motel.

     Most of the Bank's commercial real estate loans have adjustable
interest rates and terms of 15 years or less.  The Bank requires appraisals of
all properties securing commercial real estate loans.  Appraisals are performed
by an independent appraiser designated by the Bank, all of which are reviewed by
management.

     Multi-family and commercial real estate lending affords the Bank an
opportunity to receive interest at rates higher than those generally available
from one- to four-family residential lending.  However, loans secured by such
properties usually are greater in amount and are more difficult to evaluate and
monitor and, therefore, involve a greater degree of risk than one- to four-
family residential mortgage loans.  Because payments on loans secured by income
producing properties are often dependent on the successful operation and
management of the properties, repayment of such loans may be affected by adverse
conditions in the real estate market or the economy.  The Bank seeks to minimize
these risks by limiting the maximum loan-to-value ratio to 80% and strictly
scrutinizing the financial condition of the borrower, the cash flow of the
project, the quality of the collateral and the management of the property
securing the loan.  The Bank also obtains loan guarantees from financially
capable parties based on a review of personal financial statements.

                                       5
<PAGE>
 
     Residential Construction Loans.  The Bank originates residential
construction loans to local home builders and to individuals for the
construction and acquisition of their personal residence.

     The Bank's construction loans to builders generally have fixed
interest rates and are for a term of one year.  Such loans to builders are
typically made with a maximum loan to value ratio of 85%.  These loans are
usually made on a speculative (unsold) basis.   The maximum amount that any one
builder may borrow from the Bank is $500,000, which is the Bank's internal loan-
to-one-borrower limit.  At December 31, 1998, the largest amount of construction
loans outstanding to one builder was $150,000, all of which was for speculative
construction.  Construction loans to individuals are made on the same terms as
the Bank's one- to four-family mortgage loans, but provide for the payment of
interest only during the construction phase, which is usually six months.  At
the end of the construction phase, the loan converts to a permanent mortgage
loan.

     Prior to making a commitment to fund a construction loan, the Bank
requires an appraisal of the property by a staff appraiser.  The Bank also
reviews and inspects each project prior to disbursement of funds during the term
of the construction loan.  Loan proceeds are disbursed after inspection of the
project based on percentage of completion.

     Construction lending affords the Bank the opportunity to earn higher
interest rates with shorter terms to maturity relative to single-family
permanent mortgage lending.  Construction lending, however, is generally
considered to involve a higher degree of risk than single-family permanent
mortgage lending because of the inherent difficulty in estimating both a
property's value at completion of the project and the estimated cost of the
project.  The nature of these loans is such that they are generally more
difficult to evaluate and monitor.  If the estimate of construction cost proves
to be inaccurate, the Bank may be required to advance funds beyond the amount
originally committed to permit completion of the project.  If the estimate of
value upon completion proves to be inaccurate, the Bank may be confronted with a
project whose value is insufficient to assure full repayment.  Projects may also
be jeopardized by disagreements between borrowers and builders and by the
failure of builders to pay subcontractors.  Loans to builders to construct homes
for which no purchaser has been identified carry more risk because the payoff
for the loan is dependent on the builder's ability to sell the property prior to
the time that the construction loan is due.

     The Bank has attempted to minimize the foregoing risks by, among other
things, limiting its construction lending to residential properties.  It is also
the Bank's general policy to obtain regular financial statements from builders
so that it can monitor their financial strength.

     Land Loans.  The Bank occasionally originates loans secured by
unimproved land.  Most of these loans have a term of ten years or less and may
have fixed or adjustable interest rates.  The largest land loan at December 31,
1998 was $174,000.

     Savings Account Loans.  The Bank offers loans secured by savings
deposits.  Generally, such loans are made at an interest rate that is 2% above
the account rate for an amount up to 100% of the amount on deposit at the Bank
less six month's interest.

     Other Consumer Loans.  In February 1998, the Bank began offering
automobile loans.  The Bank expanded its consumer loan offering in June 1998 to
include other secured and unsecured consumer loans.  The Bank does not
anticipate that consumer loans will constitute a significant portion of its loan
portfolio for the foreseeable future.

     Consumer loans entail greater risk than do residential mortgage loans,
particularly in the case of loans that are unsecured or secured by rapidly
depreciating assets such as automobiles.  In such cases, any repossessed
collateral for a defaulted consumer loan may not provide an adequate source of
repayment of the outstanding loan balance as a result of the greater likelihood
of damage, loss or depreciation.  The remaining deficiency often does not
warrant further substantial collection efforts against the borrower beyond
obtaining a deficiency judgment.  In addition, consumer loan collections are
dependent on the borrower's continuing financial stability, and thus are more
likely to be adversely affected by job loss, divorce, illness or personal
bankruptcy.

                                       6
<PAGE>
 
     Loans to One Borrower.  The maximum amount that the Bank may lend to
one borrower is limited by federal regulations.  At December 31, 1998, the
Bank's regulatory limit on loans to one borrower was $607,000.  At such date,
the Bank's largest amount of loans to one borrower (including the borrower's
related interests) was $492,000 and consisted of 10 single family mortgage loans
(7 of which were secured by non-owner-occupied properties) and one commercial
real estate loan.

     Maturity of Loan Portfolio.  The following table sets forth certain
information at December 31, 1998 regarding the dollar amount of loans maturing
in the Bank's portfolio based on their contractual terms to maturity, but does
not include scheduled payments or potential prepayments.  Demand loans, loans
having no stated schedule of repayments and no stated maturity, and overdrafts
are reported as becoming due within one year.  Loan balances do not include
undisbursed loan proceeds, unearned discounts, unearned income and allowance for
loans losses.

<TABLE>
<CAPTION>

                                                                    After         After                  
                                                                     One         5 Years         
                                                                    Year         Through        
                                                   Within          Through         10         After
                                                  One Year         5 Years        Years      10 Years      Total
                                                  ----------    ----------    ----------    ----------    ----------
                                                                             (In thousands)

Mortgage loans:
<S>                                                  <C>           <C>           <C>           <C>           <C>

     One- to four-family......................        $1,191        $3,737        $4,620        $8,344       $17,892

     Multi-family.............................            20            94           121           127           362

     Commercial real estate...................           261           194           171           275           901

     Land.....................................            66           176           230           182           654

     Residential construction.................           846             7            11           116           980

Consumer Loans:

          Loans secured by savings accounts...           274             -             -             -           274

          Other...............................            91           326            37             -           454
                                                      ------        ------        ------       -------        ------
                    Total gross loans.........        $2,749        $4,534        $5,190        $9,044       $21,517
                                                      ======        ======        ======       =======       =======
</TABLE>

                                       7
<PAGE>
 
     The following table sets forth the dollar amount of all loans due after
December 31, 1999, which have fixed interest rates and have floating or
adjustable interest rates.

<TABLE>
<CAPTION>

                                                                                               Floating
                                                                                                  or
                                                                              Fixed-          Adjustable
                                                                               Rates           -  Rates
                                                                          ------------     -------------

                                                                                   (In thousands)

Mortgage loans:
<S>                                                                          <C>              <C>

     One- to four-family............................................            $6,357           $10,345

     Multi-family...................................................                98               244

     Commercial real estate.........................................               364               275

     Land...........................................................               247               341

     Residential construction.......................................                 -               134

Consumer loans:

          Loans secured by savings accounts.........................                 -                 -

          Other.....................................................               363                 -
                                                                                ------           -------
              Total gross loans.........................................         $7,429           $11,339
                                                                                =======          =======
</TABLE>

     Scheduled contractual principal repayments of loans do not reflect the
actual life of such assets.  The average life of a loan is substantially less
than its contractual term because of prepayments.  In addition, due-on-sale
clauses on loans generally give the Bank the right to declare loans immediately
due and payable in the event, among other things, that the borrower sells the
real property subject to the mortgage and the loan is not repaid.  The average
life of a mortgage loan tends to increase, however, when current mortgage loan
market rates are substantially higher than rates on existing mortgage loans and,
conversely, tends to decrease when rates on existing mortgage loans are
substantially higher than current mortgage loan market rates.

     Loan Solicitation and Processing.  The Bank's lending activities are
subject to the written, non-discriminatory, underwriting standards and loan
origination procedures established by the Bank's Board of Directors and
management.  Loan originations come from a number of sources.  The customary
sources of loan originations are realtors, referrals and existing customers.
The Bank does not utilize mortgage brokers or other third-party originators.

     Single-family residential mortgage loans up to $100,000 may be
approved by unanimous vote of the Bank's Loan Committee, which consists of the
President and three Directors.  If the Loan Committee does not unanimously
approve a loan, it is referred to the Board of Directors.  All single-family
residential mortgage loans of $100,000 or more and all other mortgage loans must
be approved by the Bank's Board of Directors.  Consumer loans must be approved
by an authorized officer and ratified by the Board of Directors.

     Loan Originations, Purchases and Sales.  While the Bank originates
both adjustable-rate and fixed-rate loans, its ability to generate each type of
loan depends upon relative customer demand for loans.  During the years ended
December 31, 1998 and 1997, the Bank originated $8.3 million and $4.8 million of
loans, respectively.  Of the $8.3 million of loans originated in 1998, $2.9
million, or 35.4%, had adjustable rates of interest.

     The Bank generally retains for its portfolio all of the loans that it
originates and does not frequently purchase loans.  Occasionally, the Bank will
participate with other area financial institutions in multi-family or commercial
real estate loans.  In 1995, the Bank established an informal relationship with
another financial institution pursuant to which the Bank occasionally sells 90%
participations in single-family mortgage loans and purchases participations in
loans secured by non-owner-occupied, one- to four-family properties.  The Bank
retains the servicing rights on the 

                                       8
<PAGE>
 
participation loans that it sells. The Bank does not receive a fee for the loans
sold under this arrangement and pays no fee on the loans it purchases.

        The following table sets forth total loans originated, purchased, sold
and repaid during the periods indicated.

<TABLE>
<CAPTION>                                                                         Years Ended December 31,
                                                                    -----------------------------------------------------
                                                                         1998               1997                 1996
                                                                    -------------      --------------        ------------
                                                                                      (In thousands)
<S>                                                                 <C>                  <C>               <C>
Total gross loans at beginning of period ......................       $19,714              $20,332            $20,264

Loan originated:
Mortgage loans:
   One- to four-family.........................................         5,770                3,456              3,740
   Multi-family................................................             -                    -                  -
   Commercial real estate......................................           175                   70                 55
   Land........................................................           248                   84                110
   Residential construction....................................         1,422                  972              1,150
Consumer loans.................................................           662                  180                154
                                                                    ---------            ---------         ----------
       Total loans originated..................................         8,277                4,762              5,209
                                                                    ---------            ---------         ----------

Loans purchased:
   Mortgage loans:
   One- to four-family.........................................             -                    -                 44
   Multi-family................................................             -                    -                  -
   Commercial real estate......................................             -                   73                  -
   Land........................................................             -                    -                  -
   Residential construction....................................             -                    -                  -
Consumer loans:
   Loans secured by savings accounts...........................             -                    -                  -
   Other.......................................................             -                    -                  -
                                                                    ---------            ---------         ----------
     Total loans purchased ....................................             -                   73                 44

Loans sold:
   Mortgage loans:
    One- to four-family........................................             -                    -              (180)

Loan principal repayments......................................       (6,474)              (5,453)            (5,005)
                                                                    ---------            ---------         ----------
Net loan activity..............................................         1,803                (618)                 68
                                                                    ---------            ---------         ----------
Total gross loans at end of period.............................       $21,517              $19,714            $20,332
                                                                    =========            =========         ==========

</TABLE>

                                       9
<PAGE>
 
     Loan Commitments.  The Bank issues commitments for mortgage loans
conditioned upon the occurrence of certain events.  Such commitments are made in
writing on specified terms and conditions and are honored for up to 90 days from
approval.  At December 31, 1998, the Bank had loan commitments totaling $234,000
(not including undisbursed portions of loans in process of $472,000).

     Loan Fees.  In addition to interest earned on loans, the Bank receives
income from fees in connection with loan originations, loan modifications, late
payments and for miscellaneous services related to its loans.  Income from these
activities varies from period to period depending upon the volume and type of
loans made and competitive conditions.

     The Bank charges loan origination fees for fixed-rate loans which are
calculated as a percentage of the amount borrowed.  In accordance with
applicable accounting procedures, loan origination fees and discount points in
excess of loan origination costs are deferred and recognized over the
contractual remaining lives of the related loans on a level yield basis.
Discounts and premiums on loans purchased are accreted and amortized in the same
manner.  At December 31, 1998, the Bank had $64,000 of deferred loan fees.  The
Bank recognized $24,000 and $12,000 of deferred loan fees during the years ended
December 31, 1998 and 1997, respectively, in connection with loan refinancings,
payoffs, sales and ongoing amortization of outstanding loans.

     Nonperforming Assets and Delinquencies. When a borrowers fails to make a
required payment on a loan, the Bank attempts to cure the deficiency by
contacting the borrower and seeking the payment. A late notice is mailed 20 days
after a payment is due. In most cases, deficiencies are cured promptly. If a
delinquency continues, additional contact is made either through additional
notices or other means and the Bank will attempt to work out a payment schedule.
While the Bank generally prefers to work with borrowers to resolve such
problems, the Bank will institute foreclosure or other proceedings, as
necessary, to minimize any potential loss.

     The Bank's Board of Directors is informed monthly of the amounts of loans
delinquent more than 60 days, all loans in foreclosure and all foreclosed and
repossessed property owned by the Bank.

     The Bank ceases accruing interest on a loan when, in the judgment of
management, the probability of collection of interest is deemed to be
insufficient to warrant further accrual. The Bank does not accrue interest on
loans past due 90 days or more when the estimated value of collateral and
collection efforts are deemed insufficient to ensure full recovery.

     The following table sets forth information with respect to the Bank's
nonperforming assets at the dates indicated. The Bank had no restructured loans
within the meaning of SFAS No. 15 at the dates indicated.

<TABLE>
<CAPTION>
                                                                                               At December 31,
                                                                      --------------------------------------------------------------
                                                                             1998                   1997                   1996
                                                                      ----------------      ------------------       ---------------
                                                                                          (Dollars in thousands)
<S>                                                                      <C>                   <C>                      <C>

Loans accounted for on a nonaccrual basis......................                 $   -                   $   -                 $   -
Accruing loans which are contractually
  past due 90 days or more:
 Mortgage loans.................................................                    29                       -                    83

 Consumer loans.................................................                     -                       -                     -

  Total.........................................................                    29                       -                    83
                                                                                 -----                   -----                 -----

Foreclosed real estate, net.....................................                     -                       -                     -
                                                                                 -----                   -----                 -----

  Total nonperforming assets....................................                 $  29                   $   -                 $  83
                                                                                 =====                   =====                 =====

Total loans delinquent 90 days or more to net loans.............                  0.14%                   0.00%                0.42%

Total loans delinquent 90 days or more to total assets..........                  0.11%                   0.00%                0.37%

Total nonperforming assets to total assets......................                  0.11%                    N/M                 0.37%

</TABLE>

                                       10
<PAGE>
 
     Real Estate Owned. Real estate acquired by the Bank as a result of
foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned
until sold. When property is acquired it is recorded at fair market value at the
date of foreclosure. Subsequent to foreclosure, real estate owned is carried at
the lower of the foreclosed amount or fair value, less estimated selling costs.
At December 31, 1998, the Bank had no real estate owned.

     Asset Classification. The OTS has adopted various regulations regarding
problem assets of savings institutions. The regulations require that each
insured institution review and classify its assets on a regular basis. In
addition, in connection with examinations of insured institutions, OTS examiners
have authority to identify problem assets and, if appropriate, require them to
be classified. There are three classifications for problem assets: substandard,
doubtful and loss. Substandard assets have one or more defined weaknesses and
are characterized by the distinct possibility that the insured institution will
sustain some loss if the deficiencies are not corrected. Doubtful assets have
the weaknesses of substandard assets with the additional characteristic that the
weaknesses make collection or liquidation in full on the basis of currently
existing facts, conditions and values questionable, and there is a high
possibility of loss. An asset classified as loss is considered uncollectible and
of such little value that continuance as an asset of the institution is not
warranted. If an asset or portion thereof is classified as loss, the insured
institution establishes specific allowances for loan losses for the full amount
of the portion of the asset classified as loss. All or a portion of general loan
loss allowances established to cover possible losses related to assets
classified substandard or doubtful can be included in determining an
institution's regulatory capital, while specific valuation allowances for loan
losses generally do not qualify as regulatory capital. Assets that do not
currently expose the insured institution to sufficient risk to warrant
classification in one of the aforementioned categories but possess weaknesses
are designated "special mention" and monitored by the Bank.

     The following table sets forth the number and amount of classified loans at
December 31, 1998.

<TABLE>
<CAPTION>

                                                                                                             Special
                                       Loss                  Doubtful               Substandard              Mention
                             ---------------------         -----------------        ---------------       ----------------
                               Number        Amount         Number     Amount        Number     Amount     Number   Amount
                             ---------     ---------       ---------  --------      --------   --------    ------   ------
                                                                         (Dollars in thousands)

Mortgage loans:
<S>                          <C>           <C>           <C>            <C>           <C>        <C>       <C>      <C>

 One- to four-family........         -     $     -             -      $   -             2      $  29        18        $357

 Multi-family...............         -           -             -          -             -          -         -        -

 Commercial real estate.....         -           -             -          -             -          -         -        -

 Land.......................         -           -             -          -             -          -         -        -

 Residential construction...         -           -             -          -             -          -         -        -

Consumer loans..............         -           -             -          -             -          -         -        -

</TABLE>


     Allowance for Loan Losses. In originating loans, the Bank recognizes that
losses will be experienced and that the risk of loss will vary with, among other
things, the type of loan being made, the creditworthiness of the borrower over
the term of the loan, general economic conditions and, in the case of a secured
loan, the quality of the security for the loan. The allowance method is used in
providing for loan losses. Accordingly, all loan losses are charged to the
allowance and all recoveries are credited to it. The allowance for loan losses
is established through a provision for loan losses charged to operations. The
provision for loan losses is based on management's evaluation of of the
collectibility of the loan portfolio, including the nature of the portfolio,
credit concentrations, trends in historical loss experience, specified impaired
loans, and economic conditions.

     Although management believes that it uses the best information available to
establish the allowance for loan losses, future adjustments to the allowance for
loan losses may be necessary and results of operations could be significantly
and adversely affected if circumstances differ substantially from the
assumptions used in making the determinations. Furthermore, while the Bank
believes it has established its existing allowance for loan losses in accordance
with generally accepted accounting principles, there can be no assurance that
regulators, in reviewing the Bank's loan portfolio, will not request the Bank to
increase significantly its allowance for loan losses. In addition,
                                       11
<PAGE>
 
because future events affecting borrowers and collateral cannot be predicted
with certainty, there can be no assurance that the existing allowance for loan
losses is adequate or that substantial increases will not be necessary should
the quality of any loans deteriorate as a result of the factors discussed above.
Any material increase in the allowance for loan losses may adversely affect the
Bank's financial condition and results of operations. The following table
sets forth an analysis of the Bank's allowance for loan losses.

<TABLE>
<CAPTION>

                                                                            Years Ended December 31,
                                                           ------------------------------------------------------
                                                                  1998                1997                1996
                                                           --------------      ---------------      -------------
                                                                                 (In thousands)
<S>                                                           <C>                 <C>                  <C>

Allowance at beginning of period.........................         $    51                $  52             $   44

Provision for loan losses................................               -                    -                  8

Recoveries...............................................               -                    -                  -


Charge-offs:

 Mortgage loans..........................................               -                    -                  -

 Consumer loans..........................................               -                    1                  -
                                                                  -------                -----             ------

   Total charge-offs.....................................               -                    1                  -
                                                                  -------                -----             ------

   Net charge-offs.......................................               -                    1                  1
                                                                  -------                -----             ------

   Balance at end of period..............................         $    51                $  51             $   52
                                                                  =======                =====             ======


Allowance for loan losses as a
  percentage of total loans outstanding
  at the end of the period...............................            0.24%                0.26%              0.26%


Net charge-offs (recoveries) as a
  percentage of average loans outstanding
  during the period......................................            0.00%                0.01%              0.00%


Allowance for loan losses as a
  percentage of nonperforming loans
  at end of period.......................................          175.86%                 N/M              62.65%

</TABLE>

                                       12
<PAGE>
 
     The following table sets forth the breakdown of the allowance for loan
losses by loan category at the dates indicated. Management believes that the
allowance can be allocated by category only on an approximate basis. The
allocation of the allowance to each category is not necessarily indicative of
future losses and does not restrict the use of the allowance to absorb losses in
any other category.

<TABLE>
<CAPTION>

                                                                           At December 31,
                                        ----------------------------------------------------------------------------------
                                                    1998                             1997                         1996
                                        -----------------------------         --------------------         ---------------

                                                         Percent                      Percent                      Percent
                                                        of Loans                     of Loans                     of Loans
                                                           in                           in                           in
                                                        Category                     Category                     Category
                                                        to Total                     to Total                     to Total
                                           Amount         Loans        Amount          Loans        Amount          Loans
                                          -------    -----------     ---------    -----------     ---------    -----------
                                                                        (Dollars in thousands)

Mortgage loans:
<S>                                        <C>          <C>             <C>          <C>             <C>          <C>

 One- to four-family...................       $33           83.1%          $37           85.7%          $37           85.0%

 Multi-family..........................         1            1.7             2            2.4             2            1.9

 Commercial real estate................         5            4.2             7            4.4             7            4.3

 Land..................................         6            3.0             4            2.7             5            2.9

 Residential construction..............         1            4.6             1            4.0             1            4.8

Consumer loans:

  Loans secured by savings accounts....         -            1.3             -            0.9             -            1.1

  Other consumer loans.................         5            2.1             -              -             -              -

Unallocated............................         -            N/A             -            N/A             -            N/A
                                              ---           -----          ---          -----           ---          -----

   Total allowances for loan losses....       $51          100.0%          $51          100.0%          $52          100.0%
                                              ===          =====           ===          =====           ===          =====
</TABLE>


Investment Activities

     The Bank is permitted under federal law to invest in various types of
liquid assets, including U.S. Government obligations, securities of various
federal agencies and of state and municipal governments, deposits at the FHLB-
Indianapolis, certificates of deposit of federally insured institutions, certain
bankers' acceptances and federal funds. Subject to various restrictions, the
Bank may also invest a portion of its assets in commercial paper and corporate
debt securities. Savings institutions like the Bank are also required to
maintain an investment in FHLB stock. The Bank is required under federal
regulations to maintain a minimum amount of liquid assets.

     SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," requires that investments be categorized as "held to maturity,"
"trading securities" or "available for sale," based on management's intent as to
the ultimate disposition of each security. SFAS No. 115 allows debt securities
to be classified as "held to maturity" and reported in financial statements at
amortized cost only if the reporting entity has the positive intent and ability
to hold those securities to maturity. Securities that might be sold in response
to changes in market interest rates, changes in the security's prepayment risk,
increases in loan demand, or other similar factors cannot be classified as "held
to maturity." Debt and equity securities held for current resale are classified
as "trading securities." Such securities are reported at fair value, and
unrealized gains and losses on such securities would be included in earnings.
The Company does not currently use or maintain a trading account. Debt and
equity securities not classified as either "held to maturity" or "trading
securities" are classified as "available for sale." Such securities are reported
at fair value, and unrealized gains and losses on such securities are excluded
from earnings and reported as a net amount in a separate component of equity.

     The Company's investment policies limit investments to U.S. Government and
agency securities, mortgage-backed securities and higher rated corporate
securities. A high credit rating indicates only that the rating agency believes
there is a low risk of default. However, all of the Company's investment
securities, including those that have high credit ratings, are subject to market
risk insofar as increases in market rates of interest may cause a decrease in
their 

                                       13
<PAGE>
 
market value. Corporate securities are also subject to credit risk insofar as
the payment obligations on such securities are dependent on the successful
operation of issuer's business. The Company's investment policy does not permit
engaging directly in hedging activities or purchasing high risk mortgage
derivative products. Investments are made based on certain considerations, which
include the interest rate, yield, settlement date and maturity of the
investment, the Company's liquidity position, and anticipated cash needs and
sources (which in turn include outstanding commitments, upcoming maturities,
estimated deposits and anticipated loan amortization and repayments). The effect
that the proposed investment would have on the Company's credit and interest
rate risk and risk-based capital is also considered.

     The Bank purchases investment securities to provide necessary liquidity for
day-to-day operations. The Bank also purchases investment securities when
investable funds exceed loan demand. In recent years, the Bank has preferred to
invest in individual mortgage loans rather than mortgage-backed securities.
Depending on loan demand, the Bank may consider increasing its investment in
mortgage-backed securities.

     The following table sets forth the amortized cost and fair value of the
Company's securities, by accounting classification and by type of security, at
the dates indicated.

<TABLE>
<CAPTION>

                                                                              At December 31,
                                        -----------------------------------------------------------------------------------------
                                                     1998                                 1997                           1996
                                        -------------------------------            -------------------            ---------------

                                           Amortized         Fair         Amortized         Fair         Amortized         Fair
                                             Cost           Value           Cost           Value           Cost           Value
                                        ------------    -----------    ------------    -----------    ------------    -----------
                                                                           (Dollars in thousands)


Available for sale:

Investment securities:
<S>                                        <C>             <C>            <C>             <C>            <C>             <C>

 U.S. Treasury obligations...............     $    -         $    -          $    -         $    -            $100           $100

 U.S. Government agency obligations......      1,447          1,432             999            970             649            614

 Corporate notes.........................        100            100             350            349             100             99
                                              ------          -----          ------         ------            ----           ----
   Total available for sale..............      1,547          1,532           1,349          1,319             849            813


Held to maturity:
Mortgage-backed securities:
 Fannie Mae..............................          -              -              17             16              20             20
 Freddie Mac.............................          -              -               4              5               7              7
                                              ------          -----          ------         ------            ----           ----
   Total held to maturity................          -              -              21             21              27             27
                                              ------         ------          ------         ------            ----           ----

   Total.................................     $1,547         $1,532          $1,370         $1,340            $876           $840
                                              ======         ======          ======         ======            ====           ====

</TABLE>

                                       14
<PAGE>
 
     The following table sets forth certain information regarding the amortized
cost, weighted average yields and maturities or periods to repricing of the
Company's debt securities at December 31, 1998, all of which are available for
sale.

<TABLE>
<CAPTION>
                                                                          At December  31, 1998
                         ---------------------------------------------------------------------------------------------------------
                                Less than              One to          After Five to            After
                                One Year              Five Years        Ten Years              Ten Years               Total
                            ------------------    -------------------- ------------------    -------------------   -----------------
                                       Weighted               Weighted            Weighted              Weighted           Weighted
                            Amortized  Average    Amortized   Average   Amortized  Average   Amortized   Average  Amortized Average
                              Cost      Yield       Cost      Yield      Cost       Yield       Cost     Yield      Cost      Yield
                            ---------  -------    --------    ------     ------    -------   --------    ------   --------  -------
                                                                    (Dollars in thousands)

Investment securities:
<S>                         <C>           <C>       <C>       <C>         <C>        <C>       <C>        <C>       <C>         <C>

  U.S. Treasury agency
  obligations.............  $       -       -%        $749     5.15%       $100      6.13%       $598      6.42%    $1,447     5.74%

  Corporate notes.........        100     5.95           -        -           -         -           -         -        100     5.95
                            ---------                -----               -------                ------              ------
   Total available for sale      $100     5.95        $749      5.15        $100       6.13       $598     6.42     $1,547     5.76
                            =========                =====                  ====                ======              ====== 
</TABLE>

                                       15
<PAGE>
 
Deposit Activities and Other Sources of Funds

     General. Deposits are the major external source of funds for the Bank's
lending and other investment activities. In addition, the Bank also generates
funds internally from loan principal repayments and prepayments and maturing
investment securities. Scheduled loan repayments are a relatively stable source
of funds, while deposit inflows and outflows and loan prepayments are influenced
significantly by general interest rates and money market conditions. The Bank
may use borrowings from the FHLB-Indianapolis to compensate for reductions in
the availability of funds from other sources. Presently, the Bank has no other
borrowing arrangements.

     Deposit Accounts. Nearly all of the Bank's depositors reside in Indiana.
The Bank's deposit products include money market accounts, passbook accounts,
and term certificate accounts. The Bank introduced checking accounts in November
1998. Deposit account terms vary with the principal difference being the minimum
balance deposit, early withdrawal penalties and the interest rate. The Bank
reviews its deposit mix and pricing weekly. The Bank does not utilize brokered
deposits, nor has it aggressively sought jumbo certificates of deposit.

     The Bank believes it is competitive in the interest rates it offers on its
deposit products. The Bank determines the rates paid based on a number of
factors, including rates paid by competitors, the Bank's need for funds and cost
of funds, borrowing costs and movements of market interest rates.

     The following table indicates the amount of the Bank's jumbo certificate
accounts by time remaining until maturity as of December 31, 1998. Jumbo
certificate accounts have principal balances of $100,000 or more.

<TABLE>
<CAPTION>
                                                Certificate
 Maturity Period                                 Accounts
 --------                                     ------------
                                              (In thousands)

<S>                                             <C>       

Three months or less.....................       $  331

Over three through six months............          378

Over six through 12 months...............          465

Over 12 months...........................        1,098
                                                ------
       Total                                    $2,272
                                                ======
</TABLE>

                                       16
<PAGE>
 
     The following table sets forth the balances (inclusive of interest
credited) and changes in dollar amounts of deposits in the various types of
accounts offered by the Bank between the dates indicated.

<TABLE>
<CAPTION>

                                                                        At December 31,
                          ----------------------------------------------------------------------------------------------------------

                                             1998                                       1997                            1996
                          -----------------------------------------    ---------------------------------------   -------------------
                                            Percent                                   Percent                               Percent
                                              of        Increase                        of          Increase                   of
                             Amount         Total      (Decrease)       Amount        Total         (Decrease)    Amount      Total
                          -----------     ----------   ------------    -----------   ----------    ------------   -------   --------
                                                                (Dollars in thousands)
<S>                          <C>          <C>          <C>            <C>             <C>          <C>           <C>          <C>
Noninterest bearing demand
  accounts................   $    14         0.07%      $  14          $     -            -%        $   -       $     -           -%

Interest-bearing demand
  accounts................        66         0.34          66                -            -             -             -           -

Regular savings accounts..     1,244         6.37         (57)           1,301         6.56           (28)        1,329        6.58

Money market deposit......     2,696        13.81         567            2,129        10.73          (121)        2,250       11.14

Fixed-rate certificates
  which mature:

  Within 1 year...........     8,000        41.00        (809)           8,809        44.39         1,071         7,738       38.32

  After 1 year,
   within 2 years ........     4,670        23.94          32            4,638        23.37          (492)        5,130       25.40

  After 2 years, but
   within 4 years.........     1,913         9.80        (447)           2,360        11.89            93         2,267       11.23

  After 4 years, but
   within 6 years.........       914         4.67         305              609         3.06          (871)        1,480        7.33
                             -------       ------       -----           ------       ------       -------       -------      ------
        Total ............   $19,517       100.00%      $ 329          $19,846       100.00%      $  (348)      $20,194      100.00%
                             =======       ======       =====          =======      =======       =======       =======      ======
</TABLE>

     The following table sets forth the amount of time deposits in the Bank
categorized by maturities at December 31, 1998.

<TABLE>
<CAPTION>

                                                                           Amount Due
                                 --------------------------------------------------------------------------------------------
                                   Less Than        One to       Two to            Three to           After
                                    One Year      Two Years    Three Years        Four Years       Four Years       Total
                                 -----------    ------------    -------------    -------------    ------------    -----------
                                                                         (In thousands)
<S>                               <C>            <C>             <C>              <C>              <C>           <C>

Below 4.99% ....................    $2,395          $   17           $    -          $     -          $   -       $ 2,412

5.00 - 5.49% ...................     1,206           2,241              650              250             19         4,366

5.50 - 5.99% ...................     1,370             931              116              202            857         3,476

6.00 - 6.49% ...................     1,757             292               37               10              -         2,096

6.50 - 6.99% ...................       331           1,044              138              390              -         1,903

7.00 - 7.49% ...................     1,244               -                -                -              -         1,244
                                    ------          ------             ----             ----           ----       -------
     Totals.....................    $8,303          $4,525             $941             $852           $876       $15,497
                                    ======          ======             ====             ====           ====       =======
</TABLE>

                                       17
<PAGE>
 
     Borrowings. The Bank has the ability to use advances from the FHLB-
Indianapolis to supplement its supply of lendable funds and to meet deposit
withdrawal requirements. The FHLB-Indianapolis functions as a central reserve
bank providing credit for savings associations and certain other member
financial institutions. As a member of the FHLB-Indianapolis, the Bank is
required to own capital stock in the FHLB-Indianapolis and is authorized to
apply for advances on the security of such stock and certain of its mortgage
loans and other assets (principally securities that are obligations of, or
guaranteed by, the U.S. Government or agencies thereof) provided certain
creditworthiness standards have been met. Advances are made pursuant to several
different credit programs. Each credit program has its own interest rate and
range of maturities. Depending on the program, limitations on the amount of
advances are based on the financial condition of the member institution and the
adequacy of collateral pledged to secure the credit.

     The following table sets forth certain information regarding the Bank's use
of FHLB advances during the periods indicated.

<TABLE>
<CAPTION>

                                                                           Years Ended December 31,
                                                           -----------------------------------------------------
                                                                1998               1997                1996
                                                           --------------     ---------------      -------------
                                                                                (In thousands)

<S>                                                           <C>                <C>                  <C>

Maximum balance at any month end .............................  $   -                $ 500              $ 400

Average balance ..............................................      -                  254                154

Year end balance .............................................      -                   -                  -

Weighted average interest rate:

     At end of year ..........................................      -                   -                  -

     During the year .........................................      -                5.91%              9.09%

</TABLE>

Subsidiary Activities

     The Company's only direct subsidiary is the Bank. Under OTS regulations,
the Bank generally may invest up to 3% of its assets in service corporations,
provided that at least one-half of investment in excess of 1% is used primarily
for community, inner-city and community development projects. In 1989 the Bank
formed Peoples Building and Loan Association Service Corporation for the purpose
of selling annuities and mutual funds to customers of the Bank. The Bank's
service corporation is currently inactive.

Personnel

     As of December 31, 1998, the Company had 8 full-time employees and 2 part-
time employee, none of whom is represented by a collective bargaining unit. The
Company believes its relationship with its employees is good.

                           REGULATION AND SUPERVISION

General

     As a savings and loan holding company, the Company is required by federal
law to file reports with, and otherwise comply with, the rules and regulations
of the OTS.  The Bank is subject to extensive regulation, examination and
supervision by the OTS, as its primary federal regulator, and the Federal
Deposit Insurance Corporation ("FDIC"), as the deposit insurer.  The Bank is a
member of the Federal Home Loan Bank System and its deposit accounts are insured
up to applicable limits by the Savings Association Insurance Fund ("SAIF")
managed by the FDIC.  The Bank must file reports with the OTS and the FDIC
concerning its activities and financial condition in addition to obtaining
regulatory approvals prior to entering into certain transactions such as mergers
with, or acquisitions of, other savings institutions.  The OTS and/or the FDIC
conduct periodic examinations to test the Bank's safety and soundness and

                                       18
<PAGE>
 
compliance with various regulatory requirements. This regulation and supervision
establishes a comprehensive framework of activities in which an institution can
engage and is intended primarily for the protection of the insurance fund and
depositors. The regulatory structure also gives the regulatory authorities
extensive discretion in connection with their supervisory and enforcement
activities and examination policies, including policies with respect to the
classification of assets and the establishment of adequate loan loss reserves
for regulatory purposes. Any change in such regulatory requirements and
policies, whether by the OTS, the FDIC or the Congress, could have a material
adverse impact on the Company, the Bank and their operations. Certain of the
regulatory requirements applicable to the Bank and to the Company are referred
to below or elsewhere herein. The description of statutory provisions and
regulations applicable to savings institutions and their holding companies set
forth in this Form 10-KSB does not purport to be a complete description of such
statutes and regulations and their effects on the Bank and the Company.

Holding Company Regulation

     The Company is a nondiversified unitary savings and loan holding company
within the meaning of federal law. As a unitary savings and loan holding
company, the Company generally is not restricted under existing laws as to the
types of business activities in which it may engage, provided that the Bank
continues to be a qualified thrift lender. See "Federal Savings Institution
Regulation - QTL Test." Upon any non-supervisory acquisition by the Company of
another savings institution or savings bank that meets the qualified thrift
lender test and is deemed to be a savings institution by the OTS, the Company
would become a multiple savings and loan holding company (if the acquired
institution is held as a separate subsidiary) and would generally be limited to
activities permissible for bank holding companies under Section 4(c)(8) of the
Bank Holding Company Act, subject to the prior approval of the OTS, and certain
activities authorized by OTS regulation.

     A savings and loan holding company is prohibited from, directly or
indirectly, acquiring more than 5% of the voting stock of another savings
institution or savings and loan holding company, without prior written approval
of the OTS and from acquiring or retaining control of a depository institution
that is not insured by the FDIC. In evaluating applications by holding companies
to acquire savings institutions, the OTS considers the financial and managerial
resources and future prospects of the company and institution involved, the
effect of the acquisition on the risk to the deposit insurance funds, the
convenience and needs of the community and competitive factors.

     The OTS may not approve any acquisition that would result in a multiple
savings and loan holding company controlling savings institutions in more than
one state, subject to two exceptions: (i) the approval of interstate supervisory
acquisitions by savings and loan holding companies and (ii) the acquisition of a
savings institution in another state if the laws of the state of the target
savings institution specifically permit such acquisitions. The states vary in
the extent to which they permit interstate savings and loan holding company
acquisitions.

     Although savings and loan holding companies are not subject to specific
capital requirements or specific restrictions on the payment of dividends or
other capital distributions, federal regulations do prescribe such restrictions
on subsidiary savings institutions as described below. The Bank must notify the
OTS 30 days before declaring any dividend to the Company. In addition, the
financial impact of a holding company on its subsidiary institution is a matter
that is evaluated by the OTS and the agency has authority to order cessation of
activities or divestiture of subsidiaries deemed to pose a threat to the safety
and soundness of the institution.

Federal Savings Institution Regulation

     Business Activities. The activities of federal savings institutions are
governed by federal law and regulations. These laws and regulations delineate
the nature and extent of the activities in which federal associations may
engage. In particular, many types of lending authority for federal association,
e.g., commercial, non-residential real property loans and consumer loans, are
limited to a specified percentage of the institution=s capital or assets.

     Capital Requirements. The OTS capital regulations require savings
institutions to meet three minimum capital standards: a 1.5% tangible capital
ratio, a 3% leverage ratio and an 8% risk-based capital ratio. In addition, the
prompt 

                                       19
<PAGE>
 
corrective action standards discussed below also establish, in effect, a minimum
2% tangible capital standard, a 4% leverage ratio (3% for institutions receiving
the highest rating on the CAMEL financial institution rating system), and,
together with the risk-based capital standard itself, a 4% Tier 1 risk-based
capital standard. The OTS regulations also require that, in meeting the
tangible, leverage and risk-based capital standards, institutions must generally
deduct investments in and loans to subsidiaries engaged in activities as
principal that are not permissible for a national bank.

     The risk-based capital standard for savings institutions requires the
maintenance of Tier 1 (core) and total capital (which is defined as core capital
and supplementary capital) to risk-weighted assets of at least 4% and 8%,
respectively.  In determining the amount of risk-weighted assets, all assets,
including certain off-balance sheet assets, are multiplied by a risk-weight
factor of 0% to 100%, assigned by the OTS capital regulation based on the risks
believed inherent in the type of asset.  Core (Tier 1) capital is defined as
common stockholders' equity (including retained earnings), certain noncumulative
perpetual preferred stock and related surplus, and minority interests in equity
accounts of consolidated subsidiaries less intangibles other than certain
mortgage servicing rights and credit card relationships.  The components of
supplementary capital currently include cumulative preferred stock, long-term
perpetual preferred stock, mandatory convertible securities, subordinated debt
and intermediate preferred stock and the allowance for loan and lease losses
limited to a maximum of 1.25% of risk-weighted assets.  Overall, the amount of
supplementary capital included as part of total capital cannot exceed 100% of
core capital.

     The capital regulations also incorporate an interest rate risk component.
Savings institutions with "above normal" interest rate risk exposure are subject
to a deduction from total capital for purposes of calculating their risk-based
capital requirements.  For the present time, the OTS has deferred implementation
of the interest rate risk component.  At December 31, 1998, the Bank met each of
its capital requirements.

     Prompt Corrective Regulatory Action.  The OTS is required to take certain
supervisory actions against undercapitalized institutions, the severity of which
depends upon the institution's degree of undercapitalization.  Generally, a
savings institution that has a ratio of total capital to risk weighted assets of
less than 8%, a ratio of Tier 1 (core) capital to risk-weighted assets of less
than 4% or a ratio of core capital to total assets of less than 4% (3% or less
for institutions with the highest examination rating) is considered to be
"undercapitalized."  A savings institution that has a total risk-based capital
ratio less than 6%, a Tier 1 capital ratio of less than 3% or a leverage ratio
that is less than 3% is considered to be "significantly undercapitalized" and a
savings institution that has a tangible capital to assets ratio equal to or less
than 2% is deemed to be "critically undercapitalized."  Subject to a narrow
exception, the OTS is required to appoint a receiver or conservator for an
institution that is "critically undercapitalized."  The regulation also provides
that a capital restoration plan must be filed with the OTS within 45 days of the
date a savings institution receives notice that it is "undercapitalized,"
"significantly undercapitalized" or "critically undercapitalized."  Compliance
with the plan must be guaranteed by any parent holding company.  In addition,
numerous mandatory supervisory actions become immediately applicable to an
undercapitalized institution, including, but not limited to, increased
monitoring by regulators and restrictions on growth, capital distributions and
expansion.  The OTS could also take any one of a number of discretionary
supervisory actions, including the issuance of a capital directive and the
replacement of senior executive officers and directors.

     Insurance of Deposit Accounts. Deposits of the Bank are presently insured
by the SAIF. The FDIC maintains a risk-based assessment system by which
institutions are assigned to one of three categories based on their
capitalization and one of three subcategories based on examination ratings and
other supervisory information. An institution's assessment rate depends upon the
categories to which it is assigned. Assessment rates for SAIF member
institutions are determined semiannually by the FDIC and currently range from
zero basis points for the healthiest institutions to 27 basis points for the
riskiest.

     In addition to the assessment for deposit insurance, institutions are
required to make payments on bonds issued in the late 1980s by the Financing
Corporation ("FICO") to recapitalize the predecessor to the SAIF. During 1998,
FICO payments for SAIF members approximated 6.10 basis points, while Bank
Insurance Fund ("BIF") members paid 1.22 basis points. By law, there will be
equal sharing of FICO payments between SAIF and BIF members on the earlier of
January 1, 2000 or the date the SAIF and BIF are merged.

                                       20
<PAGE>
 
     The FDIC has authority to increase insurance assessments. A significant
increase in SAIF insurance premiums would likely have an adverse effect on the
operating expenses and results of operations of the Bank. Management cannot
predict what insurance assessment rates will be in the future.

     Insurance of deposits may be terminated by the FDIC upon a finding that the
institution has engaged in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, rule, order or condition imposed by the FDIC or the OTS. The
management of the Bank does not know of any practice, condition or violation
that might lead to termination of deposit insurance.

     Thrift Rechartering Legislation. Legislation enacted in 1996 provided that
the BIF and SAIF were to have merged on January 1, 1999 if there were no more
savings associations as of that date. Various proposals to eliminate the federal
savings association charter, create a uniform financial institutions charter,
abolish the OTS and restrict savings and loan holding company activities have
been introduced in Congress. The Bank is unable to predict whether such
legislation will be enacted or the extent to which the legislation would
restrict or disrupt its operations.

     Loans to One Borrower. Federal law provides that savings institutions are
generally subject to the limits on loans to one borrower applicable to national
banks. A savings institution may not make a loan or extend credit to a single or
related group of borrowers in excess of 15% of its unimpaired capital and
surplus. An additional amount may be lent, equal to 10% of unimpaired capital
and surplus, if secured by specified readily-marketable collateral.

     QTL Test. The HOLA requires savings institutions to meet a qualified thrift
lender test. Under the test, a savings association is required to either qualify
as a "domestic building and loan association" under the Internal Revenue Code or
maintain at least 65% of its "portfolio assets" (total assets less: (i)
specified liquid assets up to 20% of total assets; (ii) intangibles, including
goodwill; and (iii) the value of property used to conduct business) in certain
"qualified thrift investments" (primarily residential mortgages and related
investments, including certain mortgage-backed securities) in at least 9 months
out of each 12 month period.

     A savings institution that fails the qualified thrift lender test is
subject to certain operating restrictions and may be required to convert to a
bank charter. As of December 31, 1998, the Bank met the qualified thrift lender
test. Recent legislation has expanded the extent to which education loans,
credit card loans and small business loans may be considered "qualified thrift
investments."

     Limitation on Capital Distributions. OTS regulations impose limitations
upon all capital distributions by a savings institution, including cash
dividends, payments to repurchase its shares and payments to shareholders of
another institution in a cash-out merger. The rule effective in 1998 established
three tiers of institutions based primarily on an institution's capital level.
An institution that exceeded all capital requirements before and after a
proposed capital distribution ("Tier 1 Bank") and had not been advised by the
OTS that it was in need of more than normal supervision, could, after prior
notice but without obtaining approval of the OTS, make capital distributions
during the calendar year equal to the greater of (i) 100% of its net earnings to
date during the calendar year plus the amount that would reduce by one-half the
excess capital over its capital requirements at the beginning of the calendar
year or (ii) 75% of its net income for the previous four quarters. Any
additional capital distributions required prior regulatory approval. At December
31, 1998, the Bank was a Tier 1 Bank. Effective April 1, 1999, the OTS's capital
distribution regulation will change. Under the new regulation, an application to
and the prior approval of the OTS will be required prior to any capital
distribution if the institution does not meet the criteria for "expedited
treatment" of applications under OTS regulations (i.e., generally, examination
ratings in the two top categories), the total capital distributions for the
calendar year exceed net income for that year plus the amount of retained net
income for the preceding two years, the institution would be undercapitalized
following the distribution or the distribution would otherwise be contrary to a
statute, regulation or agreement with OTS. If an application is not required,
the institution must still provide prior notice to OTS of the capital
distribution. In the event the Bank's capital fell below its regulatory
requirements or the OTS notified it that it was in need of more than normal
supervision, the Bank's ability to make capital distributions could be
restricted. In addition, the OTS could prohibit a proposed capital distribution
by any institution, which would otherwise be permitted by the regulation, if the
OTS determines that such distribution would constitute an unsafe or unsound
practice.

                                       21
<PAGE>
 
     Liquidity. The Bank is required to maintain an average daily balance of
specified liquid assets equal to a monthly average of not less than a specified
percentage of its net withdrawable deposit accounts plus short-term borrowings.
This liquidity requirement is currently 4%, but may be changed from time to time
by the OTS to any amount within the range of 4% to 10%. Monetary penalties may
be imposed for failure to meet these liquidity requirements. The Bank has never
been subject to monetary penalties for failure to meet its liquidity
requirements.

     Assessments. Savings institutions are required to pay assessments to the
OTS to fund the agency's operations. The general assessments, paid on a semi-
annual basis, are computed upon the savings institution's total assets,
including consolidated subsidiaries, as reported in the Bank's latest quarterly
thrift financial report. The assessments paid by the Bank for the fiscal year
ended December 31, 1998 totaled $10,000.

     Transactions with Related Parties. The Bank's authority to engage in
transactions with "affiliates" (e.g., any company that controls or is under
common control with an institution, including the Company and its non-savings
institution subsidiaries) is limited by federal law. The aggregate amount of
covered transactions with any individual affiliate is limited to 10% of the
capital and surplus of the savings institution. The aggregate amount of covered
transactions with all affiliates is limited to 20% of the savings institution's
capital and surplus. Certain transactions with affiliates are required to be
secured by collateral in an amount and of a type described in federal law. The
purchase of low quality assets from affiliates is generally prohibited. The
transactions with affiliates must be on terms and under circumstances, that are
at least as favorable to the institution as those prevailing at the time for
comparable transactions with non-affiliated companies. In addition, savings
institutions are prohibited from lending to any affiliate that is engaged in
activities that are not permissible for bank holding companies and no savings
institution may purchase the securities of any affiliate other than a
subsidiary.

     The Bank's authority to extend credit to executive officers, directors and
10% shareholders ("insiders"), as well as entities such persons control, is also
governed by federal law. Such loans are required to be made on terms
substantially the same as those offered to unaffiliated individuals and not
involve more than the normal risk of repayment. Recent legislation created an
exception for loans made pursuant to a benefit or compensation program that is
widely available to all employees of the institution and does not give
preference to insiders over other employees. The law limits both the individual
and aggregate amount of loans the Bank may make to insiders based, in part, on
the Bank's capital position and requires certain board approval procedures to be
followed.

     Enforcement. The OTS has primary enforcement responsibility over savings
institutions and has the authority to bring actions against the institution and
all institution-affiliated parties, including stockholders, and any attorneys,
appraisers and accountants who knowingly or recklessly participate in wrongful
action likely to have an adverse effect on an insured institution. Formal
enforcement action may range from the issuance of a capital directive or cease
and desist order to removal of officers and/or directors to institution of
receivership, conservatorship or termination of deposit insurance. Civil
penalties cover a wide range of violations and can amount to $25,000 per day, or
even $1 million per day in especially egregious cases. The FDIC has the
authority to recommend to the Director of the OTS that enforcement action to be
taken with respect to a particular savings institution. If action is not taken
by the Director, the FDIC has authority to take such action under certain
circumstances. Federal law also establishes criminal penalties for certain
violations.

     Standards for Safety and Soundness. The federal banking agencies have
adopted Interagency Guidelines prescribing Standards for Safety and Soundness.
The guidelines set forth the safety and soundness standards that the federal
banking agencies use to identify and address problems at insured depository
institutions before capital becomes impaired. If the OTS determines that a
savings institution fails to meet any standard prescribed by the guidelines, the
OTS may require the institution to submit an acceptable plan to achieve
compliance with the standard.
 
Federal Reserve System

     The Federal Reserve Board regulations require savings institutions to
maintain non-interest earning reserves against their transaction accounts
(primarily NOW and regular checking accounts). The regulations generally provide
that reserves be maintained against aggregate transaction accounts as follows:
for accounts aggregating $46.5 million 

                                       22
<PAGE>
 
or less (subject to adjustment by the Federal Reserve Board) the reserve
requirement is 3%; and for accounts aggregating greater than $46.5 million, the
reserve requirement is $1.395 million plus 10% (subject to adjustment by the
Federal Reserve Board between 8% and 14%) against that portion of total
transaction accounts in excess of $46.5 million. The first $4.9 million of
otherwise reservable balances (subject to adjustments by the Federal Reserve
Board) are exempted from the reserve requirements. The Bank complies with the
foregoing requirements.


                           FEDERAL AND STATE TAXATION

Federal Taxation

    General.  The Company and the Bank report their income on a calendar year,
consolidated basis and the accrual method of accounting, and are subject to
federal income taxation in the same manner as other corporations with some
exceptions, including particularly the Bank's reserve for bad debts discussed
below.  The following discussion of tax matters is intended only as a summary
and does not purport to be a comprehensive description of the tax rules
applicable to the Bank or the Company.  The Bank has not been audited by the IRS
since 1995, which covered the tax year 1994.  For its 1998 taxable year, the
Bank is subject to a maximum federal income tax rate of 34%.

    Bad Debt Reserves.  For fiscal years beginning prior to December 31, 1995,
thrift institutions which qualified under certain definitional tests and other
conditions of the Internal Revenue Code of 1986 (the "Code") were permitted to
use certain favorable provisions to calculate their deductions from taxable
income for annual additions to their bad debt reserve.  A reserve could be
established for bad debts on qualifying real property loans (generally secured
by interests in real property improved or to be improved) under (i) the
Percentage of Taxable Income Method (the "PTI Method") or (ii)  the Experience
Method.  The reserve for nonqualifying loans was computed using the Experience
Method.

    The Small Business Job Protection Act of 1996 (the "1996 Act"), which was
enacted on August 20, 1996, repeals the reserve method of accounting for bad
debts for tax years beginning after 1995 and requires savings institutions to
recapture (i.e., take into income) certain portions of their accumulated bad
debt reserves.  Thrift institutions eligible to be treated as "small banks"
(assets of $500 million or less) are allowed to use the Experience Method
applicable to such institutions, while thrift institutions that are treated as
large banks (assets exceeding $500 million) are required to use only the
specific charge-off method.  Thus, the PTI Method of accounting for bad debts is
no longer available for any financial institution.

    A thrift institution required to change its method of computing reserves for
bad debts will treat such change as a change in method of accounting, initiated
by the taxpayer, and having been made with the consent of the IRS.  Any Section
481(a) adjustment required to be taken into income with respect to such change
generally will be taken into income ratably over a six-taxable year period,
beginning with the first taxable year beginning after 1995, subject to a 2-year
suspension if the "residential loan requirement" is satisfied.

    Under the residential loan requirement provision, the recapture required by
the 1996 Act will be suspended for each of two successive taxable years,
beginning with the Bank's 1996 taxable year, in which the Bank originates a
minimum of certain residential loans based upon the average of the principal
amounts of such loans made by the Bank during its six taxable years preceding
its current taxable year.

    The Bank is required to recapture (i.e., take into income) over a six year
period the excess of the balance of its tax bad debt reserves as of December 31,
1995 over the balance of such reserves as of December 31, 1987.  The Bank has no
post-1987 reserves subject to recapture.

    Distributions.  Under the 1996 Act, if the Bank makes "non-dividend
distributions" to the Company, such distributions will be considered to have
been made from the Bank's unrecaptured tax bad debt reserves (including the
balance of its reserves as of December 31, 1987) to the extent thereof, and then
from the Bank's supplemental reserve for losses on loans, to the extent thereof,
and an amount based on the amount distributed (but not in excess of the amount

                                       23
<PAGE>
 
of such reserves) will be included in the Bank's income.  Non-dividend
distributions include distributions in excess of the Bank's current and
accumulated earnings and profits, as calculated for federal income tax purposes,
distributions in redemption of stock, and distributions in partial or complete
liquidation.  Dividends paid out of the Bank's current or accumulated earnings
and profits will not be so included in the Bank's income.

    The amount of additional taxable income triggered by a non-dividend is an
amount that, when reduced by the tax attributable to the income, is equal to the
amount of the distribution.  Thus, if the Bank makes a non-dividend distribution
to the Company, approximately one and one-half times the amount of such
distribution (but not in excess of the amount of such reserves) would be
includable in income for federal income tax purposes, assuming a 35% federal
corporate income tax rate.  The Banks does not intend to pay dividends that
would result in a recapture of any portion of its bad debt reserves.

Indiana Taxation

    Indiana imposes an 8.5% franchise tax based on a financial institution=s
adjusted gross income as defined by statute.  In computing adjusted gross
income, deductions for municipal interest, U.S. Government interest, the bad
debt deduction computed using the reserve method and pre-1990 net operating
losses are disallowed.  The Bank's state franchise tax returns have not been
audited for the past five years.


Item 2. Description of Property
-------------------------------

    The Bank owns its one office.  At December 31, 1998, the net book value of
the Bank's properties (including land and buildings), fixtures, furniture and
equipment was $218,000.


Item 3.  Legal Proceedings
--------------------------

    Periodically, there have been various claims and lawsuits involving the
Bank, such as claims to enforce liens, condemnation proceedings on properties in
which the Bank holds security interests, claims involving the making and
servicing of real property loans and other issues incident to the Bank's
business.  Neither the Company nor the Bank is a party to any pending legal
proceedings that it believes would have a material adverse effect on the
financial condition or operations of the Company.


Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------------- 

    None.

                                       24
<PAGE>
 
                                    PART II

Item 5. Market for the Company's Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------------ 

    Information relating to the market for the Company's common equity and
related stockholder matters is disclosed in the Company's 1998 Annual Report to
Shareholders on page 35 and is incorporated herein by reference.


Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------------- 

    This information is disclosed in the Company's 1998 Annual Report to
Shareholders at pages 4 through 12 and is incorporated herein by reference.


Item 7. Financial Statements.
---------------------------- 

    The consolidated financial statements of the Company and its subsidiary,
together with the report thereon by Monroe Shine & Co., Inc. for the year ended
December 31, 1998 are included in the Company's 1998 Annual Report to
Shareholders at pages 14 through  33 and are incorporated herein by reference.


Item 8. Changes in and Disagreements with Accountants on Accounting and
-----------------------------------------------------------------------
Financial Disclosures.
--------------------- 

    Prior to the fiscal year ended December 31, 1997, the Bank's consolidated
financial statements were audited by Umbach & Associates.  The former accountant
was replaced by Monroe Shine & Co., Inc., which was engaged on January 28, 1998
and continues as the independent auditors of the Bank.  The decision to change
auditors was approved by the Board of Directors on January 12, 1998.  For the
fiscal years ended December 31, 1996 and 1995 and up to the date of the
replacement of the Bank's former accountant, there were no disagreements with
the former accountant on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of the former accountant, would have caused it to
make a reference to the subject matter of the disagreement in connection with
its reports.  The independent auditors' report on the consolidated financial
statements for the fiscal years ended December 31, 1996 and 1995 did not contain
an adverse opinion or a disclaimer of opinion, and was not qualified or modified
as to uncertainty, audit scope, or accounting principles.


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
-------  -------------------------------------------------------------
    Compliance with Section 16(a) of the Exchange Act.
    ------------------------------------------------- 

    Information regarding directors of the Company is incorporated herein by
reference to the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 22, 1999, at pages 2 through 4.

    The following table sets forth certain information regarding the executive
officers of the Company and the Bank.

<TABLE>
<CAPTION>

             Name                    Age                            Position
             ----                    ---                            --------
<S>                               <C>                <C>
Carl D. Smith                         52               President and Chief Executive Officer of the
                                                       Company and the Bank

Clarke A. Blackford                   51               Vice President, Treasurer and Secretary of
                                                       the Company and the Bank
</TABLE>

                                       25
<PAGE>
 
     Carl D. Smith has served as President and Chief Executive Officer of the
Bank since 1976 and as President and Chief Executive Officer of the Company
since its formation in 1998.

     Clarke A. Blackford has served as Vice President of the Bank since 1993 and
as Treasurer and Secretary since 1980. He has served as Vice President,
Treasurer and Secretary of the Company since its formation in 1998.
 

Item 10.  Executive Compensation.
-------------------------------- 

     Information regarding the compensation of directors and executive officers
of the Company is incorporated herein by reference to the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 22, 1999,
at pages 5 through 6.


Item 11.  Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------ 

     Information regarding security ownership of certain beneficial owners and
management of the Company is incorporated herein by reference to the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held on
April 22, 1999, at page 2.


Item 12. Certain Relationships and Related Transactions.
------------------------------------------------------- 

     Information regarding certain relationships and related transactions
is incorporated herein by reference to the Company's Proxy Statement for the
Annual Meeting of Shareholders to be held on April 22, 1999, at page 6.


Item 13.  Exhibits and Reports on Form 8-K.
------------------------------------------ 

     (a)  The following exhibits are filed as a part of this report:

     3.1 Articles of Incorporation of PCB Holding Company (incorporated by
         reference to Exhibit 3.1 to the Company's Registration Statement on
         Form SB-2 (File No. 333-48191))
     3.2 Bylaws of PCB Holding Company (incorporated by reference to Exhibit
         3.2 to the Company's Registration Statement on Form SB-2 (File No.
         333-48191)) 
     4.0 Stock Certificate of PCB Holding Company (incorporated by reference to
         Exhibit 4.0 to the Company's Registration Statement on Form SB-2 
         (File No. 333-48191))
     10.1  Employment Agreement with Carl D. Smith
     13.0  Portions of Annual Report to Stockholders
     21.0  Subsidiaries of Registrant
     27.0  Financial Data Schedule
     
      (b)  Reports on Form 8-K.
           
           None.

                                       26
<PAGE>
 
                                   SIGNATURES

     In accordance with Section 13 of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                           PCB HOLDING COMPANY


                                           By:  /s/ Carl D. Smith
                                           -------------------------------------
                                           Carl D. Smith
                                           President and Chief Executive Officer

 
DATED:  March 15, 1999

     In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>

Name                              Title                                             Date
----                              -----                                             ----
<S>                               <C>                                               <C>

/s/ Carl D. Smith                 President, Chief Executive Officer                March 15, 1999
-------------------------         and Director
Carl D. Smith                     (Principal Executive Officer)


/s/ Clarke A. Blackford           Treasurer and Corporate Secretary                 March 15, 1999
-------------------------         (Principal Accounting and Financial Officer)
Clarke A. Blackford


/s/ James L. Wittmer              Chairman of the Board                             March 15, 1999
-------------------------
James L. Wittmer


/s/ Howard L. Traphagen           Director                                          March 15, 1999
-------------------------
Howard L. Traphagen


/s/ James G. Tyler                Director                                          March 15, 1999
-------------------------
James G. Tyler


/s/ Daniel P. Lutgring            Director                                          March 15, 1999
-------------------------
Daniel P. Lutgring

/s/ Marion L. Ress                Director                                          March 15, 1999
-------------------------
Marion L. Ress

</TABLE>
                                       27