<PAGE>   1
                                                                    EXHIBIT 13.1


                          [AMERICAN BANCORP, INC. LOGO]
   ---------------------------------------------------------------------------


                               1997 ANNUAL REPORT
                             AMERICAN BANCORP, INC.
                              POST OFFICE BOX 1579
                           OPELOUSAS, LOUISIANA 70570



<PAGE>   2
NATURE OF BUSINESS

        American Bancorp, Inc. is a one-bank holding company whose sole
subsidiary is American Bank and Trust Company, a commercial bank whose general
business is that of providing banking services to the Opelousas, Louisiana area.
The Bank serves the needs of the area through 46 employees at six banking
locations. The main office is located at the corner of Landry Street and Union
Street in Opelousas. Branch banking-offices are located in the parish of St.
Landry in the communities of Lawtell, Krotz Springs, Port Barre and an office on
Creswell Lane in South Opelousas. In addition, the Bank has a branch located on
Moss Street, in Lafayette, Louisiana.


MARKET PRICE AND DIVIDENDS DECLARED
<TABLE>
<CAPTION>
                                                                                     DIVIDENDS
    YEAR                  QUARTER                 HIGH              LOW              PER SHARE
   ------                ---------               ------            -----            ------------
<S>                      <C>                      <C>               <C>              <C>
   1997                  First                    $ 30              $ 20             $       -
                         Second                     30                30                     -
                         Third                      30                30                     -
                         Fourth                     53                30                  1.10

   1996                  First                  $   25             $  20             $       -
                         Second                     20                 6                     -
                         Third                      25                20                     -
                         Fourth                     25                20                  1.00
</TABLE>


Note: The primary market area for American Bancorp, Inc.'s common stock is the
Opelousas, Louisiana area with American Bank and Trust Company acting as
registrar and transfer agent. There were approximately 555 shareholders of
record at December 31, 1997.

        Source of market price - American Bank & Trust Company acts as the
transfer agent for the Company. The stock is thinly traded and the price ranges
are based on stated sales price to the transfer agent, which does not represent
all sales.


ANNUAL SHAREHOLDERS' MEETING

        The annual meeting of the shareholders of American Bancorp, Inc. will be
held on April 8, 1998 in the Board of Directors Room at the Operations Center
located at 328 East Landry Street, Opelousas, Louisiana.


FORM 10-K ANNUAL REPORT

        American Bancorp, Inc. files an annual report with the Securities and
Exchange Commission on Form 10-K. A copy of the report filed on Form 10-K will
be sent free of charge to any shareholder by writing to: Ronald J. Lashute,
Chief Executive Officer and Executive Vice-President, American Bank and Trust
Company, Post Office Box 1579, Opelousas, Louisiana 70570.




                                       -1-
<PAGE>   3
                               FINANCIAL SUMMARY
           (In thousands of dollars except per share data and ratios)

<TABLE>
<CAPTION>
                                                                 1997           1996                1995
                                                                 ----           ----                ----
<S>                                                          <C>              <C>               <C>
FOR THE YEAR

       Net income                                            $     948        $    1,038        $     963

       Return on average shareholders' equity                    11.70%            14.32%           15.46%

       Return on average total assets                             1.47%             1.70%            1.64%


AT YEAR END

       Total assets                                          $  64,621        $   67,254        $  63,070

       Total earning assets                                  $  57,377        $   60,666        $  55,080

       Total loans                                           $  27,835        $   28,311        $  26,390

       Total deposits                                        $  55,857        $   59,367        $  55,655

       Total shareholders' equity                            $   8,513        $    7,656        $   6,785

       Common shares outstanding                               119,962           120,000          120,000


PER SHARE

       Net income                                           $     7.90       $      8.65      $      8.03

       Book value                                           $    70.96       $     63.80      $     56.55

       Cash dividends declared                              $     1.10       $      1.00      $       .85


CAPITAL RATIOS

       Total risk-based capital ratio                            27.38%            24.48%           23.17%

       Leverage ratio                                            12.97%            12.44%           11.36%
</TABLE>



                                       -2-
<PAGE>   4
                                 C O N T E N T S

<TABLE>
<CAPTION>
                                                                PAGE
<S>                                                             <C>
Financial Summary ...........................................   2

A Message to the Shareholders ...............................   4

Management's Discussion and Analysis of Financial
   Condition and Results of Operations ......................   5 - 27

Independent Auditors' Report ................................   28

Consolidated balance sheets .................................   29 and 30

Consolidated statements of income ...........................   31

Consolidated statements of changes in shareholders' equity      33 and 34

Consolidated statements of cash flows .......................   35 and 36

Notes to consolidated financial statements ..................   37 - 55

Officers and directors of American Bank and Trust Company       56

Officers and directors of American Bancorp, Inc. ............   57
</TABLE>



                                       -3-
<PAGE>   5
                               TO THE SHAREHOLDERS

        This past year's performance was very rewarding for American Bancorp,
Inc. and American Bank &Trust Co., it's sole subsidiary. Net income for the year
was $947,536 or $7.90 per share. Return on average assets was 1.47% and return
on average equity was 11.70%. As a result, the book value of the bank's stock
increased 11.22% to $70.96 per share at year end.

        Average assets of the company climbed during 1997 to $64,384,000, an
increase of $3,372,000 or 5.53% over 1996, thus surpassing our growth goal for
the year. The company's leverage capital ratio increased to 12.97% from 12.44%
or $856,290. Dividends paid to the shareholders in 1997 represented a 10%
increase over the 1996 dividend.

        As growth goals were surpassed, and income goals met, asset quality of
the company remained good. At December 31, 1997, non performing assets had
decreased by 36% to less than 1% of total assets, and net charged off loans
were only $14,886. The bank also ended the year with a healthy reserve for loan
losses in the amount of $599,593.

        In 1997, the company created a market for its shareholders by
establishing a stock repurchase program. This will provide liquidity for
shareholders who may desire to sell their stock.

        The company will be introducing its newest product, the debit card, in
early 1998. The debit card is the card that writes a check. It is convenient and
can be used to make purchases at merchants worldwide.

        Having completed another successful year and with the continued
introduction of new products and services, we look forward to the continuance of
prosperity with the same spirit, optimism, and personal approach which has
proven successful in the past.

        We appreciate the continuing support of our shareholders, customers, and
dedicated staff of employees.



/s/ SALVADOR L. DIESI
----------------------------------------------
Salvador L. Diesi, Sr., Chairman of the Board
        and President


/s/ RONALD J. LASHUTE
----------------------------------------------
Ronald J. Lashute, Chief Executive Officer and
        Executive Vice-President



                                       -4-
<PAGE>   6
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


SUMMARY OF OPERATIONS FOR THE LAST FIVE YEARS
(In thousands of dollars except per share data and ratios)

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED DECEMBER 31,
                                                            ---------------------------------------------------------------------
                                                                1997           1996         1995           1994          1993
                                                            ---------------------------------------------------------------------
<S>                                                         <C>           <C>           <C>             <C>           <C>
Operating Data:
   Net interest income. . . . . . . . . . . . . . . . .     $   3,085   $     2,976     $     3,065     $   2,567     $   2,442
   Provision for possible loan                         
      losses. . . . . . . . . . . . . . . . . . . . . .     $      --   $        --     $        --     $      12     $      36
   Net income . . . . . . . . . . . . . . . . . . . . .     $     948   $     1,038     $       963     $     962     $     725

Per share data:
   Weighted average number of
      shares outstanding. . . . . . . . . . . . . . . .       119,997       120,000         120,000       120,000       120,000
   Net income . . . . . . . . . . . . . . . . . . . . .     $    7.90   $      8.65     $      8.03     $    8.02     $    6.04
   Cash dividends declared. . . . . . . . . . . . . . .     $    1.10   $      1.00     $       .85     $     .65     $     .50
   Book value at end of year. . . . . . . . . . . . . .     $   70.96   $     63.80     $     56.55     $   48.49     $   41.12
                                                                                       
Balance sheet totals:
   Average assets . . . . . . . . . . . . . . . . . . .     $  64,384   $    61,012     $    58,733     $  54,863     $  52,937
   Average shareholders' equity . . . . . . . . . . . .     $   8,099   $     7,251     $     6,230     $   5,356     $   4,599

Relationship between significant
   financial ratios:
      Percentage of net income
         to average total assets. . . . . . . . . . . .          1.47%         1.70%           1.64%         1.75%         1.37%
      Percentage of net income  
         to average shareholders'
         equity . . . . . . . . . . . . . . . . . . . .         11.70%        14.32%          15.46%        17.96%        15.76%
      Percentage of dividends
         declared per common share
         to net income per common
         share  . . . . . . . . . . . . . . . . . . . .         13.92%        11.56%          10.59%         8.10%         8.28%
      Percentage of average share-
         holders' equity to average
         total assets . . . . . . . . . . . . . . . . .         12.58%        11.88%          10.60%         9.76%         8.69%
   Tier 1 risk-based capital ratio. . . . . . . . . . .         26.13%        23.23%          21.92%        18.51%        17.96%
   Total risk-based capital ratio . . . . . . . . . . .         27.38%        24.48%          23.17%        19.76%        19.21%
   Leverage ratio . . . . . . . . . . . . . . . . . . .         12.97%        12.44%          11.36%        10.38%         9.31%
</TABLE>
                                                                



                                       -5-
<PAGE>   7
        Management's discussion and analysis of financial condition and results
of operations should be read in conjunction with the accompanying financial
statements and notes.


OVERVIEW

        The Company reported net income of $947,536 in 1997 compared to
$1,038,309 in 1996 and $963,456 in 1995. Interest income has increased over the
last three years. The primary increase for 1997 was in taxable interest income
on investment securities. The interest income on these securities increased
$.158 million in 1997 and $.001 million in 1996. Interest expense also increased
in 1997. The increase for 1997 was $.068 million and an increase of $.172
million from 1995 to 1996. Net income before taxes has been fairly consistent
over the past three years.

        Average total assets continue to increase. These assets have grown 5.5%,
3.9% and 7.1% in 1997, 1996 and 1995, respectively. This increase is a result of
the growth of non-interest bearing demand deposits in 1995 and time deposits in
1996 and 1997. Non-interest bearing demand deposits increased $2.213 million in
1995 or 16.4% and a slight decrease of $177,000 in 1996 or 1.13%. Non-interest
bearing demand deposits increased $1.316 million or 8.47% in 1997 over the 1996
balance. Time deposits increased $1.682 million or 10.5% in 1996 over the 1995
amounts and $1.344 million or 7.6% in 1997 over the 1996 amounts.

        The year end balance sheet reflects a decrease of $2.633 million or 3.9%
in total assets. Federal funds sold reflected a decrease of $4.625 million or
65.37% from 1996. During the same period, total securities increased by $2.208
million or 9.13%. In addition, total deposits decreased $3.510 million or 5.91%
in comparing 1997 to 1996. These decreases are related to reduced deposits by a
local public body. For the same period, there was an increase of $.856 million
in stockholders' equity.

STATEMENT OF INCOME ANALYSIS

        Net interest income on a taxable-equivalent basis was $3.159 million in
1997, an increase of $.114 million, or 3.74% compared to 1996. In 1996, net
interest income was $3.045 million, a decrease of $.040 million, or 1.3% over
the prior year. The net interest margin for 1997 was 5.39% compared to 5.49% in
1996 and 5.79% for 1995. Table 1 summarizes average balances, income and average
yields on earning assets and expense and average rates paid on interest bearing
liabilities. Table 2 analyzes the change in net interest income for the two most
recent annual intervals.

        The increase in the average balances of loans and securities available
for sale had a positive effect on the net interest margin. However, this effect
was partially negated by the decrease in average rates earned on these assets.
The increase in the average balance as well as an increase in the average rate
paid on time deposits also had a significant impact on the change in the net
interest margin from 1996 to 1997.




                                       -6-
<PAGE>   8
PROVISION FOR POSSIBLE LOAN LOSSES. The provision for possible loan losses was
$-0- in 1997, 1996 and 1995. As a percentage of outstanding loans, the allowance
for possible loans losses was 2.11%, 2.12% and 2.31% at December 31, 1997, 1996
and 1995, respectively. The annual provision is determined by the level of net
charge offs, the size of the loan portfolio, the level of nonperforming loans,
anticipated economic conditions, and review of financial condition of specific
customers.

NON-INTEREST INCOME. There have been immaterial variances in most non-interest
income accounts for the three year period ended 1997. The Bank's management
realizes that non-interest income will become increasingly important as
deregulation continues to impact the net interest margin; therefore, we are
continuously evaluating new opportunities for fee revenues through proper
pricing of services and the development of new sources of non-interest revenue.

NON-INTEREST EXPENSE. In comparing 1997 to 1996 and 1995, there were immaterial
variances between years. Non-interest expense for 1997 is only $10,132 more than
1995 balance.

INCOME TAXES. The Company recorded income tax expense of $405,265 in 1997 as
compared to an expense of $335,198 in 1996. Effective January 1, 1992, the
Company adopted Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes." Due to limitations related to the valuation of deferred tax
assets, there was no cumulative effect adjustment at adoption. At December 1996,
the valuation reserve was removed resulting in a reduction in income tax expense
of $61,938.

        This change in accounting principle enabled the Company to more clearly
reflect the impact of net operating loss carryforwards on results of operations.
Previously, these tax benefits were required to be reported as extraordinary
income.


BALANCE SHEET AND CAPITAL FUNDS ANALYSIS

        Investment securities are a major use of funds by the Bank. The balance
at December 31, 1997 was $26,397,110 which represented a $2,208,301 or 9.13%
increase from the $24,188,809 balance outstanding at December 31, 1996.
Investment securities serve several purposes. A portion of investment securities
provides liquidity or secondary reserves, which management can use, if
necessary, to meet loan demand or deposit withdrawals. Investment securities,
especially obligations of state and political subdivisions, provide for schools,
road construction, sewers, and various other projects. The Bank invests a
portion of these funds in the market area as a service to the community in which
it operates. The remainder of these funds is invested in obligations of the
United States Government or its agencies. It is management's policy to minimize
risk in investments and provide liquidity by investing in short-term maturities
with quality ratings. While a substantial portion of the investment portfolio is
pledged on public deposits (55%), this is slightly less than 1996 pledged
percentage of 61%. The amount of public funds on deposit has been fairly
constant for the last three years and management anticipates this source of
deposits will remain relatively constant in the future.

        On January 1, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt
and Equity Securities," which requires the classification of securities into one
of three categories: trading, available for sale or held to maturity. Management
determines the appropriate classification of debt securities at the time of
purchase and re-evaluates this classification periodically.



                                       -7-

<PAGE>   9
        The Bank's primary use of funds is to meet loan demand. Loans, net of
unearned income, were $28,434,531 at December 31, 1997, compared to $28,925,810
at December 31, 1996. This $491,279 or 1.70% decrease is the result of increased
competition in the market area.

        The Bank attracts deposits from consumers and businesses, and also
utilizes its access to the money markets to purchase funds to support the asset
side of the balance sheet. The two primary sources of funds may be classified as
"interest-bearing deposits" and "non-interest bearing deposits."
"Interest-bearing deposits" consist of time deposits, savings accounts, NOW
accounts and Money Market deposit accounts. The largest source of "non-interest
bearing deposits" is demand deposits, which consist of gross demand deposits
less reciprocal balances with our correspondent banks.

        As of December 31, 1997, total deposits decreased $3,509,887 or 5.91%
from December 31, 1996. The most significant change in deposits from 1996 to
1997 were decreases in NOW accounts of $4,981,623, a 36.7% decrease. The
decrease in NOW accounts is attributable to a decrease in deposits in 1997 as
compared to 1996 by a local public body.

        Shareholders' equity increased $856,290 or 11.18% from December 31, 1996
to December 31, 1997. The equity or book value of the Bank is the shareholders'
investment in the Bank resulting from the sale of stock and the accumulation of
earnings retained by the Bank. The strength of the Bank and its ability to grow
depends to a great extent on management's ability to maintain a corresponding
growth in shareholders' equity.

        We declared cash dividends in the amount of $132,000 or $1.10 per share
in 1997 and $120,000 or $1.00 per share in 1996. Dividends of $102,000 or $.85
per share were declared in 1995.




                                       -8-
<PAGE>   10
NONPERFORMING ASSETS AND PAST DUE LOANS. Nonperforming assets are loans carried
on a nonaccrual basis, those classified as restructed loans (loans with
below-market interest rates or other concessions due to the deteriorated
financial condition of the borrower), repossessed real estate, property in the
process of being repossessed and repossessed movable property. A loan is placed
on nonaccrual when, in management's judgment, the borrower's financial condition
has deteriorated to the point that his ability to service the principal and/or
interest is in doubt. At that time, any accrued interest on the loan is reversed
and accruing of interest is discontinued. The Company's nonperforming assets
consist primarily of a pool of automobile loans by individual borrowers outside
of the Bank's market area.

        Nonperforming assets at December 31, 1997 were $385,129, a decrease of
$218,791 or 36.22% from December 31, 1996. The most significant decrease in
nonperforming assets from 1996 to 1997 was in the loans on nonaccrual status.
This resulted primarily from collections on a group of automobile loans
purchased in 1996. Other real estate and repossessed assets also were reduced by
$6,900 or 50% at December 31, 1997. The Bank has experienced little activity in
other real estate since 1994. Management anticipates this favorable trend to
continue.

        As of January 1, 1995, the Company adopted SFAS No. 114, "Accounting by
Creditors for Impairment of a Loan," which, as it relates to in-substance
foreclosures, requires that a creditor continue to classify these assets as
loans on the balance sheet unless the creditor receives physical possession of
the collateral. The Company had no in-substance foreclosures in 1997 or 1996. At
December 31, 1997, the recorded investment in loans that were considered to be
impaired under SFAS No. 114 was $308,059, with the related reserve for possible
loan losses of $150,000. These loans are included in nonaccrual loans in 
Table 7.

LIQUIDITY. Liquidity is the ability to ensure that adequate funds are available
to satisfy contractual liabilities, fund operations, meet withdrawal
requirements of depositors, and provide for customers' credit needs in a timely
manner. The liquidity position of the Bank is founded on a stable base of core
deposits. The primary source of liquidity for the Bank is its short-term
investments. The Bank has overnight funds lines with correspondent banks
providing additional sources of liquidity. Securities available for sale also
provide a major source of liquidity to the Bank, as do the cash flows from
repayments and maturities of its loan portfolio. The franchise from which the
Bank operates allows access to a broad base of retail customers, and management
has been successful at attracting additional deposits when a continuing need for
further funding has arisen. The Bank's core deposit base is supplemented by
public fund time deposits and federal funds obtained through correspondent
relationships.

        At the Parent Company (American Bancorp, Inc.) level, cash is needed to
fund operations and to pay dividends. During December 31, 1997, the Parent
Company received $185,000 from the Bank in dividends. The majority of these
funds were used to pay dividends to stockholders.

        The purpose of liquidity management is to assure that the Bank has the
ability to raise funds to support asset growth, meet deposit withdrawal,
maintain reserve requirements and otherwise operate the Bank on a continuing
basis. Liquidity for the Bank is provided by the acquisition of additional funds
in the form of deposits, borrowing such as federal funds, investment maturities
and sales, and loan maturities and repayments.

        In recognition of the increased pace of deregulation and increasing
competition, the Bank will continue to increase its competitive position in the
area to assure the availability of funds. The Bank's reputation, capital
position and base of deposits will help to insure flexibility and liquidity.




                                       -9-
<PAGE>   11
CAPITAL ADEQUACY. The management of capital is a continuous process which
consists of providing capital for anticipated growth of the Bank. An evaluation
of capital adequacy cannot be made solely in terms of total capital or related
ratios. A more comprehensive indication of financial strength is management's
ability to generate capital through the retention of earnings. The Bank's main
source of capital during the last several years has been cumulative earnings
derived through profitable operations.

        In 1992, the Federal Deposit Insurance Corporation (FDIC) issued
regulations for the classification of banks based on their capital levels
pursuant to the Federal Deposit Insurance Corporation Improvement Act passed by
Congress in 1991. The rules place each bank into one of the nine risk categories
for assessing risk-based deposit premiums based on capital ratios and on other
supervisory information. Three capital categories are used for capital ratios
ranging from "well capitalized" to "undercapitalized." The regulations define
"well capitalized" banks as those banks with at least 6% Tier 1 risk-based
capital ratio, 10% total risk-based capital ratio and a 5% leverage ratio. Banks
are also assigned to one of three supervisory subgroups ranging from "healthy"
to "substantial supervisory concern." The Bank is included in the top rating
categories for both capital ratios and the supervisory subgroup. At December 31,
1997, the Bank had a Tier 1 risk-based capital ratio of 26.13% and 27.38% total
risk-based capital ratio. The leverage ratio has increased to 12.97% at December
31, 1997. The Bank presently meets or exceeds all required risk-based capital
standards and anticipates no difficulty in maintaining those standards.

FAIR VALUES OF FINANCIAL INSTRUMENTS. Statement of Financial Accounting
Standards No. 107, "Disclosures About Fair Values of Financial Instruments"
requires disclosure of estimated fair values of financial instruments. Financial
instruments are defined as cash and contractual rights and obligations that
require settlement, directly or indirectly, in cash. Note 14 to the consolidated
financial statements provides information regarding the fair values of financial
instruments as of December 31, 1997.

YEAR 2000. The Company is aware of the issues associated with the programming
code in existing computer systems as the millennium (year 2000) approaches. The
"year 2000" problem is pervasive and complex, as virtually every computer
operation will be affected in some way by the rollover of the two-digit year
value to zero. Note 17 to the consolidated financial statements provides
information regarding the status of the Company's effort on the "year 2000"
problem.

MARKET RISK. Market risk is the effect that interest rate changes in market
interest rates have on a Bank's earnings and its underlying economic value.
Changes in interest rates affect a Bank's earnings by changing its net interest
income and the level of other sensitive income and operating expenses. The
underlying economic value of the Company's assets, liabilities, and off-balance
sheet instruments also are affected by changes in interest rates. These changes
occur because the present value of future cash flows, and in some cases the cash
flows themselves, change when interest rates change. The combined effects of the
changes in these present values reflect the change in the Bank's underlying
economic value.

        Table 14 presents the Bank's Interest Rate Sensitivity Analysis. The
table is prepared utilizing present value calculations. Present value is the
future cash flows of a financial instrument, or portfolio of financial
instruments, discounted to the present. The discount rate is constructed by the
use of the build-up approach or the risk premium approach.






                                      -10-
<PAGE>   12
        The build-up approach views the discount rate as consisting of four
components. They are risk-free rate, credit risk, operating expense, and
prepayment option price. Risk-free rate forms the foundation of the discount
rate and is derived from the Treasury yield curve. The credit risk component is
the annualized yield needed to cover the loss of value expected over the entire
life of a portfolio. The operating expense component respresents an annualized
cost rate derived from operating expense allocations. This component is used to
adjust the risk-free rate in order to compensate for operating expenses. The
prepayment option price is the final component, and represents a basis point
adjustment to the risk-free rate to reflect the value of imbedded prepayment
options.

        The risk premium approach views the discount rate as the sum of two
components: the risk-free rate, and a risk premium. The risk-free rate is the
same as defined above. The risk premium is the annualized yield needed to cover
the risk reflected in the portfolio. This risk premium incorporates all forms of
risk in a single spread to the Treasury yield curve. Consistent with an entry
rate concept of selecting a discount rate, the marginal pricing rate for each
account serves as the basis for determining an appropriate risk premium to the
Treasury yield curve. This risk premium is calculated by subtracting the value
on the Treasury yield curve which corresponds to the average maturity of the
account from the account's marginal pricing rate.

        The build-up approach is used for loans, deposits, and short-term
borrowing. The risk premium approach is used for securities and short-term
investments.

        The cash flows for all assets and liabilities are estimated based upon
reasonable assumptions on the time remaining until maturity, repricing
frequency, decay factors, and prepayment rates. These assumptions are either
based on historical trends or available industry accepted information.

        The effect of an increase in 200 basis points from December 31, 1997
rates would be a reduction of $.673 million in total market value of
shareholders' equity or a 6.7% decrease in the market value of the portfolio
equity. A decrease of 200 basis points from December 31, 1997 rates would result
in an increase of $.372 million or a 3.70% increase in the market value of the
portfolio equity.

        The effect on earnings is also reflected in Table 14. A 200 basis point
increase on the assets and liabilities outstanding as of December 31, 1997 would
result in an increase in net income of $.072 million or a 7.98% increase in net
income. A 200 basis point decrease on the assets and liabilities outstanding as
of December 31, 1997 would have the opposite effect and would result in a
decrease of net income in the amount of $.083 million or a 9.26% decrease in net
income.

        Computation of prospective effects of hypothetical interest rate changes
are based on many assumptions, including relative levels of market interest
rates, loan prepayments, and deposits decay. They should not be relied upon as
indicative of actual results. Further, the computations do not contemplated
certain actions that management could undertake in response to changes in
interest rates.

        The Bank does not invest in derivatives and has none in its securities
portfolio.



                                      -11-
<PAGE>   13
TABLE 1
SUMMARY OF CONSOLIDATED NET INTEREST INCOME
Fully taxable equivalent basis (In thousands)

<TABLE>
<CAPTION>
                                                              1997
                                              -----------------------------------
                                              AVERAGE                    AVERAGE
                                              BALANCE      INTEREST       RATE
                                             ---------    ----------    ---------
<S>                                           <C>           <C>           <C>
ASSETS
  Short-term investments                     $  4,612       $  251        5.44%
  Loans, net of unearned income (1) (2)        27,797        2,572        9.25
  Securities available for sale (3)            10,922          756        6.92
  Securities held to maturity                  15,270          977        6.40
                                             --------       ------
      Total interest earning assets            58,601        4,556        7.77%
                                                            ------        ----
  Allowance for possible loan losses             (604)
  Cash and due from banks                       3,963
  Other assets                                  2,424
                                             --------
      Total assets                           $ 64,384
                                             ========

LIABILITIES
  Interest-bearing demand deposits           $ 11,752       $  229        1.95%
  Savings deposits                              8,374          227        2.71
  Time deposits                                19,003          941        4.95
  Short-term borrowings                             -            -           -
                                             --------       ------        
      Total interest-bearing liabilities       39,129        1,397        3.57%
  Non-interest bearing demand deposits         16,846       ------        ----
  Other liabilities                               310
                                             --------
      Total liabilities                        56,285

SHAREHOLDERS' EQUITY
  Shareholders' equity                          8,099
                                             --------
      Total liabilities and shareholders'
           equity                            $ 64,384
                                             ========
   Total interest expense related to 
           earning assets                                                 2.38%
                                                                          ====
   Net interest income                                      $3,159
                                                            ======
   Net interest margin                                                    5.39%
                                                                          ====
</TABLE>


(1) Interest income earned on nontaxable investment securities and certain loans
    are exempt from taxation. However, an adjustment has been made for the tax
    preference item related to nontaxable securities purchased after December
    31, 1982. An incremental tax rate of 34% is used to compute the taxable
    equivalent adjustment for 1997, 1996, and 1995.

(2) For purposes of yield computations, non-accrual loans are included in loans
    outstanding.

(3) Yield computations are based on historical cost of securities available for
    sale.


                                      -13-
<PAGE>   14


<TABLE>
<CAPTION>

              1996                                        1995                  
------------------------------------       -----------------------------------  
 AVERAGE                    AVERAGE         AVERAGE                   AVERAGE   
 BALANCE     INTEREST        RATE           BALANCE     INTEREST       RATE     
---------   ----------     ---------       ---------   ----------    ---------  
<S>         <C>            <C>             <C>         <C>          <C>   
$  4,623    $    227        5.34%          $  4,930    $    271        5.50%    
  27,635       2,596        9.39             26,748       2,573        9.62     
  16,635       1,041        6.26              3,843         312        8.12     
   6,537         490        7.50             17,779       1,087        6.11     
--------    --------                         ------    --------        
  55,430       4,374        7.89%            53,300       4,243        7.96%    
            --------        ----                       --------        ----     
    (621)                                      (621)                            
   3,775                                      3,815                             
   2,428                                      2,239                             
--------                                   --------                             
$ 61,012                                   $ 58,733                             
========                                   ========                             
                                                                                
                                                       
$ 11,510    $    222        1.93%           $ 11,480    $    217        1.89%    
   8,597         234        2.72               8,782         239        2.72     
  17,659         870        4.93              15,977         700        4.38     
      66           3        4.55                  17           2       11.76     
--------    --------                          ------    --------        
  37,832       1,329        3.51%             36,256       1,158        3.19%    
  15,530    --------        ----              15,707    --------        ----     
     399                                                                        
--------                                        540                             
  53,761                                   --------                             
                                             52,503                             
                                                                                
   7,251                                      6,230                             
--------                                   --------                             
$ 61,012                                   $ 58,733                             
========                    2.40%          ========                             
                            ----                                       2.17%    
            $  3,045                                                   ----     
            ========                                   $  3,085                 
                            5.49%                      ========                 
                            ====                                       5.79%    
                                                                       ====     

</TABLE>
                                                                                

                                      -14-
<PAGE>   15

TABLE 2
RATE/VOLUME ANALYSIS
Fully taxable equivalent basis (In thousands)

<TABLE>
<CAPTION>
                                                   YEAR ENDED DECEMBER 31,
                                           ------------------------------------
                                                         1997/1996
                                           ------------------------------------
                                             INCREASE (DECREASE)
                                            DUE TO CHANGE IN: (1)
                                           ----------------------
                                            AVERAGE       AVERAGE       NET
                                            BALANCE        RATE        CHANGE
                                           ---------      -------     --------
<S>                                        <C>           <C>           <C>
Interest income:
   Short-term investments ...............  $     (1)     $      5      $     4
   Loans, net of unearned income (2) ....        15           (39)         (24)
   Securities available for sale (3) ....       316           (50)         266
   Securities held to maturity ..........       (86)           22          (64)
                                           ---------      -------     --------
      Total interest income .............       244           (62)         182
                                           ========      ========      =======
Interest expense:
   Demand deposits ......................         5             2            7
   Savings deposits .....................        (6)           (1)          (7)
   Time deposits ........................        66             5           71
   Short-term borrowing .................        (2)           (2)          (4)
                                           ---------      -------     --------
      Total interest expense ............        63             4           67
                                           ---------      -------     --------
Taxable-equivalent net interest income ..  $    181      $    (66)     $   115
                                           ========      ========      =======
</TABLE>


(1)  The change in interest due to both rate and volume has been allocated to
     rate and volume changes in proportion to the relationship of the absolute
     dollar amounts of the change in each.

(2)  Non-accrual loans are included in loans outstanding.

(3)  Yield computations are based on historical cost of securities available for
     sale.



                                      -15-
<PAGE>   16
        YEAR ENDED DECEMBER 31,
------------------------------------
              1996/1995
------------------------------------
  INCREASE (DECREASE)
 DUE TO CHANGE IN: (1)
----------------------
 AVERAGE       AVERAGE       NET
 BALANCE        RATE       CHANGE
---------     ---------   --------
$    (17)     $    (7)    $  (24)
      84          (61)        23
     920         (191)       729
    (765)         168       (597)
---------     -------     ------
     222          (91)       131
--------      -------     ------

       1            4          5
      (5)           -         (5)
      78           92        170
       4           (3)         1
--------      -------     ------
      78           93        171
--------      -------     ------
$    144      $  (184)    $  (40)
========      =======     ======



                                      -16-
<PAGE>   17
TABLE 3
SECURITIES PORTFOLIO
(In thousands)

<TABLE>
<CAPTION>
                                              DECEMBER 31, 1997                    DECEMBER 31, 1996
                                    ----------------------------------    ----------------------------------
                                    HELD TO     AVAILABLE                 HELD TO      AVAILABLE
                                    MATURITY    FOR SALE       TOTAL      MATURITY      FOR SALE     TOTAL
                                    --------    ---------     --------    --------     ----------   --------
<S>                                 <C>         <C>           <C>         <C>           <C>         <C>
U.S. Treasury...................    $  3,692    $   2,009     $  5,701    $  4,005      $  1,002    $  5,007
U.S. Government and
   Agencies.....................      10,512        5,532       16,044      11,513         3,012      14,525
Mortgage-Backed
   Securities...................           -        1,210        1,210           -         1,787       1,787
State and Political
   Subdivisions.................           -        3,442        3,442           -         2,870       2,870
                                    --------    ---------      -------    --------      --------    --------
                                    $ 14,204    $  12,193      $26,397    $ 15,518      $  8,671    $ 24,189
                                    ========    =========      =======    ========      ========    ========
</TABLE>





                                      -17-
<PAGE>   18
TABLE 4
MATURITY DISTRIBUTION AND SECURITIES PORTFOLIO YIELDS
(In thousands)

<TABLE>
<CAPTION>
                                                                 AFTER                  AFTER
                                                                ONE BUT                FIVE BUT
                                      WITHIN ONE               WITHIN FIVE            WITHIN TEN
                                       YEAR AMT.     YIELD     YEARS AMT.     YIELD    YEARS AMT.    YIELD
                                      ----------     -----     -----------    -----   -----------    -----
<S>                                     <C>          <C>        <C>           <C>     <C>            <C>
December 31, 1997:
   Held to maturity:
      U.S. Treasury ..................  $ 1,200      5.95%      $  2,492      6.25%   $      -          -%
      U.S. Government                
         and Agencies ................    2,498      5.92          7,016      6.49         998       7.16
                                        -------     -----       --------     -----    --------       ----
            Total held to  maturity ..    3,698      5.93%         9,508      6.43%        998       7.16%
                                        -------     -----       --------     -----    --------       ----
   Available for sale:
      U.S. Treasury ..................    1,001      6.27%         1,008      6.28%          -          -%
      U.S. Government
         and Agencies ................        -         -          5,532      6.53           -          -
      Mortgage-Backed
         Securities (1) ..............        4      9.34            407      8.66          68       9.16
      State and
         Political
         Subdivisions (2) ............       10      6.43          2,006      7.29       1,221       7.01
                                        -------      ----        -------     -----    --------       ----
            Total available for sale .    1,015      6.28%         8,953      6.76%     1,289        7.11%
                                        -------      ----        -------     -----    --------       ----
            Total securities .........  $ 4,713      6.01%       $18,461      6.59%   $ 2,287        7.13%
                                        =======      ====        =======     =====    =======        ==== 
</TABLE>

(1) Distributed by contractual maturity without regard to repayment schedules 
    or projected payments.

(2) Tax exempt yields are expressed on a fully taxable equivalent basis.




                                      -19-
<PAGE>   19
<TABLE>
<CAPTION>
AFTER TEN                TOTAL
YEARS AMT.    YIELD      AMOUNT      YIELD
----------   -------    --------    -------
 <S>          <C>        <C>         <C>
 $     -         - %    $  3,692      6.15%

       -         -        10,512      6.42
 -------      ----      --------      ---- 
      -0-        - %      14,204      6.35%
 -------      ----      --------      ---- 
       -         - %       2,009      6.27%

       -         -         5,532      6.53

     731      8.66         1,210      8.69


     205      8.68         3,442      7.27
 -------      ----      --------      ---- 
     936      8.67%       12,193      6.90%
 -------      ----      --------      ---- 
 $   936      8.67%     $ 26,397      6.60%
 =======      ====      ========      ====
</TABLE>




                                      -20-
<PAGE>   20
TABLE 5
LOAN PORTFOLIO

The amounts of loans outstanding for the three years ended December 31, 1997 are
shown in the following table according to type of loan (in thousands).

<TABLE>
<CAPTION>
                                                            1997              1996              1995
                                                         ---------         ----------        ---------
<S>                                                      <C>               <C>               <C>      
Commercial, financial and agricultural..............     $   7,549         $   7,437         $   6,240
Real Estate - Construction..........................           359               285               119
Real Estate - Mortgage..............................        15,543            16,278            16,473
Installment ........................................         4,983             4,925             4,182
                                                         ---------         ---------         ---------
        Total.......................................        28,434            28,925            27,014
Less:
  Allowance for possible loan losses ...............          (599)             (614)             (624)
  Unearned income ..................................             -                 -                 -
                                                         ---------         ---------         ---------
                                                         $  27,835         $  28,311         $  26,390
                                                         =========         =========         =========
</TABLE>


------------------------------------------------------------------------------
TABLE 6
LOAN MATURITY AND INTEREST RATE SENSITIVITY

The following table shows the amount of commercial, financial and agricultural
loans, real estate-construction loans and real estate mortgage loans, exclusive
of installment loans, outstanding as of December 31, 1997 which, based on
remaining scheduled repayments of principal, are due in the amounts indicated.
Also, the amounts due after one year are classified according to the sensitivity
to the changes in interest rates (in thousands).

<TABLE>
<CAPTION>
                                          ONE YEAR        OVER ONE
                                            OR               TO              OVER
                                          LESS (1)         5 YEARS          5 YEARS          TOTAL
                                         ---------       ----------        ---------       ---------
<S>                                      <C>             <C>               <C>             <C>      
Maturity of Loans:
  Commercial, financial and
    agricultural ......................  $   4,090       $    3,516        $     218       $   7,824
  Real Estate - mortgage and
    construction ......................      2,615            8,835            4,177          15,627
                                         ---------       ----------        ---------       ---------
      Total............................  $   6,705       $   12,351        $   4,395       $  23,451
                                         =========       ==========        =========       =========


Interest Rate Sensitivity of Loans:
  With predetermined interest rates...   $   3,402       $    9,783        $     516        $ 13,701
  With floating interest rates (2)....       3,303            2,568            3,879           9,750
                                         ---------       ----------        ---------       ---------
      Total...........................   $   6,705       $   12,351        $   4,395       $  23,451
                                         =========       ==========        =========       =========
</TABLE>

(l) Includes demand loans, loans having no stated schedule of repayments and no
    stated maturity, and overdrafts.

(2) The floating interest rate loans generally fluctuate according to a formula
    based on a prime rate.



                                      -21-
<PAGE>   21

TABLE 7
NONPERFORMING ASSETS

Nonperforming assets include nonaccrual loans, loans which are contractually 90
days past due, restructured loans, and foreclosed assets. Restructured loans are
loans which, due to a deteriorated financial condition of the borrower, have a
below-market yield. Interest payments received on nonperforming loans are
applied to reduce principal if there is doubt as to the collectibility of the
principal; otherwise, these receipts are recorded as interest income. Certain
nonperforming loans that are current as to principal and interest payments are
classified as nonperforming because there is a question concerning full
collection of both principal and interest.

Nonperforming assets totaled $385,129 at year ended 1997, a $218,791 (36.23%)
decrease from the prior year. Nonperforming assets totaling $603,920 at December
31, 1996, which was an increase of $476,061 (372.33%) from December 31, 1995.
The composition of nonperforming assets for the past three years are illustrated
below.

<TABLE>
<CAPTION>
                                                           1997               1996              1995
                                                       ----------          ----------      ------------
<S>                                                    <C>                 <C>             <C>
Nonperforming loans:
  Loans on nonaccrual ......................           $  308,059          $  496,490      $    2,051
  Restructured loans which are not
    on nonaccrual ..........................               70,170              93,630         112,008
                                                       ----------          ----------      ----------
      Total nonperforming loans ............              378,229             590,120         114,059


Other real estate and repossessed
   assets received in complete or
   partial satisfaction of loan
   obligations .............................                6,900              13,800          13,800
                                                       ----------          ----------      ----------
       Total nonperforming assets ..........           $  385,129          $  603,920      $  127,859
                                                       ==========          ==========      ==========

  Loans contractually past due 90
    days or more as to principal or
   interest but which are not on
   nonaccrual ..............................           $    8,649          $   27,434      $    9,504
                                                       ==========          ==========      ==========
</TABLE>


At December 31, 1997, the Bank has loans outstanding to multiple numbers of
borrowers engaged in the medical industry and the legal profession. The loans to
the medical industry totaled $5,141,814, while the loans to the legal profession
were $2,533,036. There were no significant nonperforming loans outstanding in
these two concentrations.





                                      -22-
<PAGE>   22
TABLE 8
ALLOWANCE FOR POSSIBLE LOAN LOSSES
(In Thousands)

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                                   --------------------------------------
                                                                    1997            1996            1995
                                                                   ------          ------          ------
<S>                                                                <C>             <C>             <C>   
Beginning balance ..................................               $  614          $  624          $  614
                                                                   ------          ------          ------
Provision charged against income ...................                  -0-             -0-             -0-
                                                                   ------          ------          ------
Charge-offs:
  Commercial, financial and agricultural loans .....                  (1)               -               -
  Real estate mortgage loans .......................                   -                -               -
  Real estate construction loans ...................                   -                -               -
  Installment loans ................................                 (16)             (18)             (6)
                                                                   ------          ------          ------
    Total charge-offs ..............................                 (17)             (18)             (6)
                                                                   ------          ------          ------
Recoveries:
  Commercial, financial and agricultural loans .....                    -               5               8
  Real estate mortgage loans .......................                    -               1               -
  Real estate construction loans ...................                    -               -               -
  Installment loans ................................                    3               2               8
                                                                   ------          ------          ------
      Total recoveries .............................                    3               8              16
                                                                   ------          ------          ------

Net (charge-offs) recoveries .......................                  (14)            (10)             10
                                                                   ------          ------          ------
Ending balance .....................................               $  600          $  614          $  624
                                                                   ======          ======          ======

Ratio of net (charge-offs) recoveries during
  the period to average loans outstanding
  during the period ................................                 (.05)%          (.04)%           .04%
                                                                   ======          ======          ======
</TABLE>



                                      -23-
<PAGE>   23
TABLE 9
ALLOCATION FOR POSSIBLE LOAN LOSSES
(In thousands)

The allowance for possible loan losses has been allocated according to the
amount deemed to be reasonably necessary to provide for the possibility of
losses being incurred within the following categories of loans at the date
indicated.

<TABLE>
<CAPTION>
                                                      DECEMBER 31, 1997                DECEMBER 31, 1996
                                          -----------------------------    -----------------------------
                                                         % OF LOANS                        % OF LOANS
                                                         OUTSTANDING                       OUTSTANDING
                                                          TO TOTAL                          TO TOTAL
                                          ALLOWANCE         LOANS          ALLOWANCE         LOANS
                                          ---------   -----------------    ---------   -----------------
<S>                                       <C>              <C>             <C>             <C>
Commercial, financial and
   agricultural loans..................   $    218          36.33%         $   201           32.74%
Real estate construction...............          5            .83                3             .49
Real estate mortgage loans.............         97          16.17              146           23.78
Installment loans......................        280          46.67              264           42.99
                                          --------         ------          -------          ------
                                          $    600         100.00%         $   614          100.00%
                                          ========         ======          =======          ====== 

</TABLE>

<TABLE>

                                                                DECEMBER 31, 1995
                                                           ---------------------------
                                                                          % OF LOANS
                                                                          OUTSTANDING
                                                                           TO TOTAL
                                                           ALLOWANCE         LOANS
                                                           ---------      -----------
<S>                                                        <C>            <C>
Commercial, financial and
   agricultural loans.........................              $   134          21.47%
Real estate construction......................                    5            .80
Real estate mortgage loans....................                  400          64.10
Installment loans ............................                   85          13.63
                                                            -------         ------
                                                            $   624         100.00%
                                                            =======         ====== 
</TABLE>





                                      -24-
<PAGE>   24

TABLE 10
DEPOSITS

The following table presents the average balance and an average rate paid on
deposits (in thousands):

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                      --------------------------------------------------------------------
                                             1997                    1996                    1995
                                      -------------------      -------------------     -------------------
                                      AVERAGE     AVERAGE      AVERAGE     AVERAGE     AVERAGE     AVERAGE
                                      BALANCE       RATE       BALANCE       RATE      BALANCE       RATE
                                      -------     -------      -------     -------     -------     -------
<S>                                   <C>         <C>          <C>         <C>         <C>         <C>
Non-interest bearing
  demand deposits..................  $ 16,846          -%      $ 15,530       -%      $ 15,707          -%
Interest bearing
  demand deposits..................    11,752       1.95         11,510     1.93        11,480       1.89
Savings deposits...................     8,374       2.71          8,597     2.72         8,782       2.72
Time deposits......................    19,003       4.95         17,659     4.93        15,977       4.38
Short-term borrowings..............         -          -             66     4.55            17      11.76
                                     --------                  --------               --------           
          Total....................  $ 55,975                  $ 53,362               $ 51,963
                                     ========                  ========               ========
</TABLE>

-------------------------------------------------------------------------------


TABLE 11
CERTIFICATES OF DEPOSIT OF $100,000 OR MORE, MATURITY DISTRIBUTION

The following table provides the maturities of time certificates of deposit of
the Bank in amounts of $100,000 or more (in thousands):

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                             ------------------------------------------
                                                               1997             1996             1995
                                                             --------         --------         --------
<S>                                                          <C>              <C>              <C>
Maturing in:
   3 months or less...................................       $  2,289         $  2,801         $    601
   Over 3 months less than 6 months...................            700              717              800
   Over 6 months less than 12 months..................            300              897              550
   Over 12 months.....................................            217                -              814
                                                             --------         --------         --------
         Total........................................       $  3,506         $  4,415         $  2,765
                                                             ========         ========         ========
</TABLE>




                                      -25-
<PAGE>   25

TABLE 12
RISK-BASED CAPITAL
(In thousands)

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                       --------------------------
                                                          1997            1996
                                                       --------        ----------
<S>                                                    <C>             <C>
Risk-weighted assets .............................     $   31,967      $   32,671
                                                       ==========      ==========
Capital:
   Tier I ........................................     $    8,352      $    7,588
   Tier II .......................................            400             408
                                                       ----------      ----------
      Total capital ..............................     $    8,752      $    7,996
                                                       ==========      ==========
Ratios:
   Tier I capital to risk-weighted assets ........          26.13%          23.23%
   Tier II capital to risk-weighted assets .......           1.25            1.25
                                                       ----------      ----------
      Total capital to risk-weighted assets ......          27.38%          24.48%
                                                       ==========      ==========
   Leverage - Tier I capital to total
      average assets .............................          12.97%          12.44%
                                                       ==========      ==========
</TABLE>

-------------------------------------------------------------------------------

TABLE 13
RETURN ON EQUITY AND ASSETS

The following table shows consolidated operating and capital ratios for each of
the last three years:

<TABLE>
<CAPTION>
                                                                                DECEMBER 31,
                                                                   ---------------------------------------
                                                                    1997             1996            1995
                                                                   ------           ------          ------

<S>                                                                 <C>              <C>             <C>  
   Return on average total assets............................       1.47%            1.70%           1.64%

   Return on average shareholders' equity....................      11.70%           14.32%          15.46%

   Dividend payout ratio.....................................      13.92%           11.56%          10.59%

   Average equity to average assets ratio....................      12.58%           11.88%          10.60%
</TABLE>





                                      -26-
<PAGE>   26

TABLE 14
INTEREST RATE SENSITIVITY ANALYSIS
DECEMBER 31, 1997
(In thousands)

<TABLE>
<CAPTION>
                                                                                RATES
                                                                      --------------------------
                                                   FORECAST           +200 BP            -200 BP
                                                   --------           -------           -------
<S>                                                <C>                <C>                <C> 
Economic value at risk:
    Total assets .............................     $ 64,598
    Bank equity ..............................     $  8,452
    Market value of portfolio equity .........     $ 10,036            $  9,363       $  10,408
    Market value to book value
       of equity .............................         1.19                1.11            1.23
    Amount of change in market value of
       or portfolio equity ...................                         $   (673)      $     372
    Percent change in market value of
       portfolio equity ......................                            (6.71)%          3.70%
    Total securities market value premium
       percentage ............................          .81%              (4.07)%          5.60%
    Net loans present value premium
       percentage ............................         1.24%              (1.26)%          3.77%
    Total deposits present value premium
       percentage ............................         2.11%               4.07%           (.37)%

Earnings at risk:
    January 1 to December 31, 1998
    Interest margin on earning assets ........         5.35%               5.54%           5.13%
    Amount of change in interest margin   
       on earning assets......................                              .19%           (.22)%
        Net interest income ..................       $3,032            $  3,139      $    2,908
        Amount of change in net
           interest income ...................                         $    107      $     (124)
        Percent change in net interest
           income ............................                             3.53%          (4.11)%
       Net income ............................       $  902            $    974      $      819
       Amount change in net income ...........                         $     72      $      (83)
       Percent change in net income ..........                             7.98%          (9.26)%
</TABLE>



                                      -27-
<PAGE>   27


[BROUSSARD, POCHE, LEWIS & BREAUX LOGO]

[BROUSSARD, POCHE, LEWIS & BREAUX LETTERHEAD]



                          INDEPENDENT AUDITORS' REPORT



To the Shareholders and Board of Directors
American Bancorp, Inc.
Opelousas, Louisiana


We have audited the accompanying consolidated balance sheets of American
Bancorp, Inc. and subsidiary as of December 31, 1997 and 1996, the related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of American Bancorp,
Inc. and subsidiary as of December 31, 1997 and 1996, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles.





                                        /s/ BROUSSARD, POCHE, LEWIS & BREAUX

Lafayette, Louisiana
January 20, 1998



                                      -28-
<PAGE>   28

                             AMERICAN BANCORP, INC.

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                              ASSETS                                        1997               1996
                                                                        ------------       ------------
<S>                                                                     <C>                <C>
Cash and due from banks............................................     $  4,924,106       $  4,215,349

Short-term investments:
   Federal funds sold .............................................        2,450,000          7,075,000
   Interest-bearing deposits with banks............................          694,000          1,091,000
                                                                         -----------        -----------
                                                                           3,144,000          8,166,000

Securities held to maturity (estimated
   market values $14,264,145 and $15,561,983,
   respectively)...................................................       14,203,724         15,517,896

Securities available for sale......................................       12,193,386          8,670,913

Loans, net of unearned income ($-0- and
   $-0-, respectively).............................................       28,434,531         28,925,810
      Less: allowance for possible loan losses.....................         (599,593)          (614,339)
                                                                         -----------        -----------
                                                                          27,834,938         28,311,471

Bank premises and equipment........................................        1,227,409          1,336,399

Other real estate, net of allowances of
   $105,900 and $99,000, respectively..............................            6,900             13,800

Accrued interest receivable........................................          619,977            567,783

Other assets.......................................................          466,531            454,448
                                                                         -----------        -----------
                                                                         $64,620,971        $67,254,059
                                                                         ===========        ===========
</TABLE>


See Notes to Consolidated Financial Statements.




                                      -29-
<PAGE>   29

<TABLE>
<CAPTION>
       LIABILITIES AND SHAREHOLDERS' EQUITY            1997              1996
                                                    ------------      -----------
<S>                                                 <C>               <C>
LIABILITIES
   Deposits:
      Non-interest bearing demand deposits ....      $17,324,777      $16,727,523
      Interest bearing deposits:
         NOW accounts .........................        8,594,109       13,575,732
         Money Market accounts ................        2,761,187        2,021,474
         Savings ..............................        8,122,017        8,307,930
         Time deposits $100,000 or more .......        3,506,101        4,414,899
         Other time deposits ..................       15,548,555       14,319,075
                                                     -----------      -----------

            Total deposits ....................       55,856,746       59,366,633

   Accrued interest payable ...................          120,167          118,975
   Other liabilities ..........................          131,374          112,057
                                                     -----------      -----------
            Total liabilities .................       56,108,287       59,597,665
                                                     -----------      -----------
SHAREHOLDERS' EQUITY
   Common stock, $5 par value; 10,000,000
      shares authorized; 120,000 shares
      issued, 119,962 and
      120,000 shares outstanding, respectively           600,000          600,000
   Surplus ....................................        2,150,000        2,150,000
   Retained earnings ..........................        5,664,281        4,848,745
   Net unrealized appreciation on securities
      available for sale, net of tax of $51,729
      and $29,698, respectively ...............          100,417           57,649
   Treasury stock, 38 shares at cost ..........           (2,014)             -
                                                     -----------      -----------
           Total shareholders' equity .........        8,512,684        7,656,394
                                                     -----------      -----------
                                                     $64,620,971      $67,254,059
                                                     ===========      ===========
</TABLE>




                                      -30-
<PAGE>   30


                             AMERICAN BANCORP, INC.

                        CONSOLIDATED STATEMENTS OF INCOME
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
                                                        1997               1996                    1995
                                                    -----------           -----------          -----------
<S>                                                 <C>                   <C>                  <C>
Interest income:
  Interest and fees on loans.....................   $ 2,573,981           $ 2,589,227          $ 2,569,393
  Interest on investment securities-
      Taxable....................................     1,509,350             1,351,094            1,349,650
      Tax-exempt.................................       147,928               118,525               32,560
   Federal funds sold............................       208,636               186,011              220,667
   Deposits with banks...........................        42,634                60,875               50,014
                                                    -----------           -----------          -----------
         Total interest income...................     4,482,529             4,305,732            4,222,284

Interest expense:
   Interest on deposits..........................     1,397,264             1,329,455            1,157,705
                                                    -----------           -----------          -----------
Net interest income..............................     3,085,265             2,976,277            3,064,579
Provision for possible loan losses...............             -                    -                     -
                                                    -----------           -----------          -----------
Net interest income after provision
   for possible loan losses......................     3,085,265             2,976,277            3,064,579
                                                    -----------           -----------          -----------
Non-interest income:
   Service charges on deposit accounts...........       498,551               539,449              554,024
   Other.........................................       107,847               127,104              123,376
                                                    -----------           -----------          -----------
         Total non-interest income...............       606,398               666,553              677,400
                                                    -----------           -----------          -----------
Non-interest expense:
   Salary and employee benefits..................     1,143,226             1,104,448            1,166,288
   Net occupancy expense.........................       295,030               288,498              314,064
   Equipment expense.............................       267,191               263,411              237,132
   Net revenue from other
      real estate................................         (610)               (4,051)               (4,737)
   Other.........................................       634,025               617,017              615,983
                                                    -----------           -----------          -----------
         Total non-interest expense..............     2,338,862             2,269,323            2,328,730
                                                    -----------           -----------          -----------
Income before income taxes.......................     1,352,801             1,373,507            1,413,249

Provision for income taxes.......................       405,265               335,198              449,793
                                                    -----------           -----------          -----------
         Net income..............................  $    947,536           $ 1,038,309         $    963,456
                                                   ============           ===========         ============
Net income per common share......................  $       7.90           $      8.65         $       8.03
                                                   ============           ===========         ============
</TABLE>



See Notes to Consolidated Financial Statements.



                                      -31-
<PAGE>   31


                             AMERICAN BANCORP, INC.

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
                                                 COMMON                   STOCK
                                                 SHARES                   AMOUNT                 SURPLUS
                                                 -------                ----------             -----------
<S>                                              <C>                    <C>                    <C>
Balance, December 31, 1994....................   120,000                $  600,000             $ 2,150,000

Net income for 1995...........................      -                        -                        -

Dividends paid in 1995........................      -                        -                        -

Change in unrealized holding gains
  (losses) on securities available
  for sale, net of tax........................      -                        -                        -
                                                 -------                ----------             -----------

Balance, December 31, 1995....................   120,000                   600,000               2,150,000

Net income for 1996...........................     -                        -                        -

Dividends paid in 1996........................     -                        -                        -

Change in unrealized holding gains
  (losses) on securities available
  for sale, net of tax........................     -                        -                        -
                                                 -------                ----------             -----------

Balance, December 31, 1996....................   120,000                   600,000               2,150,000

Net income for 1997...........................     -                       -                       -

Dividends paid in 1997........................     -                       -                       -

Change in unrealized holding gains
  (losses) on securities available
  for sale, net of tax........................     -                       -                       -

Purchase of treasury stock....................     -                       -                       -
                                                 -------                ----------             -----------


Balance, December 31, 1997....................   120,000                $  600,000             $ 2,150,000
                                                 =======                ==========             ===========
</TABLE>

See Notes to Consolidated Financial Statements.



                                      -33-
<PAGE>   32

<TABLE>
<CAPTION>
                           NET UNREALIZED
                            APPRECIATION
                            ON SECURITIES
        RETAINED              AVAILABLE                TREASURY
        EARNINGS              FOR SALE                   STOCK                   TOTAL
       -----------        ---------------            ------------            ------------
       <S>                <C>                        <C>                     <C>
       $ 3,068,980        $          (667)           $          -            $  5,818,313


           963,456                      -                       -                 963,456

          (102,000)                     -                       -                (102,000)



                 -                105,730                       -                 105,730
       -----------          -------------            ------------            ------------

         3,930,436                105,063                     -0-               6,785,499

         1,038,309                      -                       -               1,038,309

          (120,000)                     -                       -                (120,000)



                 -                (47,414)                      -                 (47,414)
       -----------          -------------            ------------            ------------


         4,848,745                 57,649                     -0-               7,656,394

           947,536                      -                       -                 947,536

          (132,000)                     -                       -                (132,000)



                 -                 42,768                       -                  42,768

                 -                      -                  (2,014)                 (2,014)
       -----------          -------------            ------------            ------------


       $ 5,664,281          $     100,417            $     (2,014)           $  8,512,684
       ===========          =============            ============            ============
</TABLE>




                                      -34-
<PAGE>   33
                             AMERICAN BANCORP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995


<TABLE>
<CAPTION>
                                                        1997               1996                    1995
                                                    -----------           -----------          -----------
<S>                                                 <C>                   <C>                  <C>
OPERATING ACTIVITIES
   Net income ....................................   $  947,536           $1,038,309           $   963,456
   Adjustments to reconcile net income            
      to net cash provided by operating
      activities:
      Premium amortization, net of
         discount accretion on investment
         securities ..............................        8,294               (9,613)               (9,863)
      Depreciation ...............................      198,377              198,895               177,106
      (Gain) loss on sale of assets ..............        9,862                  345                 2,943
      (Increase) decrease in assets:
         Write down of other real estate 
            owned ................................        6,900                    -                     -
         Accrued interest receivable..............      (52,194)             (16,256)             (121,824)
         Other assets ............................       (5,802)               1,561              (134,918)
      Increase (decrease) in liabilities:
         Accrued interest payable ................        1,192               15,701                23,241
         Other liabilities .......................       19,317             (414,740)              460,259
                                                     ----------           ----------            ----------
            Net cash provided by operating
               activities ........................    1,133,482              814,202             1,360,400
                                                     ----------           ----------            ----------
INVESTING ACTIVITIES
   Proceeds from sales and maturities
      of available for sale securities ...........    1,689,443              594,999               384,850
   Proceeds from sales and maturities
      of held to maturity securities .............    4,300,000            8,000,000             6,500,000
   Purchase of available for sale
      securities .................................   (5,177,099)          (4,114,176)           (2,234,432)
   Purchase of held to maturity
      securities .................................   (2,986,173)          (7,086,352)           (6,511,313)
   (Increase) decrease in loans...................      476,533           (1,921,243)              662,774
   Purchases of property and equipment ...........      (99,249)            (100,194)             (237,411)
   Other  ........................................       (6,281)              24,459                     -
                                                     ----------           ----------            ----------
         Net cash used in investing
            activities............................   (1,802,826)          (4,602,507)           (1,435,532)
                                                     ----------           ----------            ---------- 
</TABLE>



                                      -35-
<PAGE>   34
<TABLE>
<CAPTION>
                                                1997              1996              1995
                                            ------------      ------------      ------------
<S>                                         <C>               <C>               <C>
FINANCING ACTIVITIES
   Increase (decrease) in liabilities:
      Demand deposits, transaction
         accounts and savings .............   (3,830,567)          743,373        (3,643,438)
      Time deposits .......................      320,682         2,968,543            67,985
   Dividends paid .........................     (132,000)         (120,000)         (102,000)
   Purchase of treasury stock .............       (2,014)               --                --
                                            ------------      ------------      ------------
         Net cash provided by (used in)
            financing activities ..........   (3,643,899)        3,591,916        (3,677,453)
                                            ------------      ------------      ------------
Increase (decrease) in cash and cash
   equivalents ............................   (4,313,243)         (196,389)       (3,752,585)

Cash and cash equivalents at
   beginning of year ......................   12,381,349        12,577,738        16,330,323
                                            ------------      ------------      ------------
Cash and cash equivalents at end
   of year ................................ $  8,068,106      $ 12,381,349      $ 12,577,738
                                            ============      ============      ============



SUPPLEMENTAL DISCLOSURES

   Cash payments for:

      Interest expense .................... $  1,396,072      $  1,313,754      $  1,134,464
                                            ============      ============      ============

      Income taxes ........................ $    433,000      $    708,049      $      8,003
                                            ============      ============      ============
</TABLE>



See Notes to Consolidated Financial Statements.


                                      -36-
<PAGE>   35

                             AMERICAN BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  Accounting Policies

         American Bancorp, Inc. (the Company) and its subsidiary, American Bank
         and Trust Company (the Bank), follow generally accepted accounting
         principles and reporting practices applicable to the banking industry.
         Descriptions of significant accounting policies are summarized below:

         Consolidation:

           The consolidated financial statements include the accounts of the
           respective parent Company and its subsidiary. All significant
           intercompany accounts and transactions have been eliminated.

         Use of estimates:

           The preparation of financial statements in conformity with generally
           accepted accounting principles requires management to make estimates
           and assumptions that affect the amounts reported in the consolidated
           financial statements and accompanying notes. Actual results could
           differ from those estimates.

         Securities:

           At January 1, 1994, the Bank adopted Statement of Financial
           Accounting Standards (SFAS) No. 115, "Accounting for Certain
           Investments in Debt and Equity Securities." SFAS No. 115 requires the
           classification of securities into one of three categories: trading,
           available for sale, or held to maturity.

           Management determines the appropriate classification of debt
           securities at the time of purchase and re-evaluates this
           classification periodically. Trading account securities are held for
           resale in anticipation of short-term market movements. Debt
           securities are classified as held to maturity when the Bank has the
           positive intent and ability to hold the securities to maturity.
           Securities not classified as held to maturity or trading are
           classified as available for sale.

           Trading account securities are carried at market value and are
           included in short-term investments. Gains and losses, both realized
           and unrealized, are reflected in earnings. Held to maturity
           securities are stated at amortized cost. Available for sale
           securities are stated at fair value, with unrealized gains and
           losses, net of tax, reported in a separate component of shareholders'
           equity.

           The amortized cost of debt securities classified as held to maturity
           or available for sale is adjusted for amortization of premiums and
           accretion of discounts to maturity or, in the case of mortgage-backed
           securities, over the estimated life of the security. Amortization,
           accretion and accruing interest are included in interest income on
           securities. Realized gains and losses, and declines in value judged
           to be other than temporary, are included in net securities gains. The
           cost of securities sold is determined on the specific identification
           method.






                                      -37-
<PAGE>   36

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Loans:

           Loans that management has the intent and ability to hold for the
           foreseeable future or until maturity or pay-off are reported at their
           outstanding principal adjusted for any charge-offs, the allowance for
           loan losses and unearned income. Interest on loans and accretion of
           unearned income are computed by methods which approximate a level
           rate of return on recorded principal.

           Loan fees and costs associated with originating loans are recognized
           in the period in which they originate as the amounts involved are
           immaterial to the basic financial statements. The Company has adopted
           the policy of deferring all material loan fees and costs associated
           with originating loans as required by Statement of Financial
           Accounting Standards No. 91.

           Commercial loans are placed in nonaccrual status when, in
           management's opinion, there is doubt concerning full collectibility
           of both principal and interest. All commercial nonaccrual loans are
           considered to be impaired in accordance with SFAS No. 114,
           "Accounting by Creditors for Impairment of a Loan." Consumer loans
           are generally charged off when any payment of principal or interest
           is more than 120 days delinquent. Interest payments received on
           nonaccrual loans are applied to principal if there is doubt as to the
           collectibility of the principal; otherwise, these receipts are
           recorded as interest income. A loan remains in nonaccrual status
           until it is current as to principal and interest, and the borrower
           demonstrates its ability to fulfill the contractual obligation.

         Allowance for possible loan losses:

           The allowance for possible loan losses is maintained to provide for
           possible losses inherent in the loan portfolio. On January 1, 1995,
           the Company adopted SFAS No. 114, as amended by SFAS No. 118,
           "Accounting for Creditors for Impairment of a Loan - Income
           Recognition and Disclosures." Beginning in 1996, in accordance with
           SFAS No. 114, the allowance for possible loan losses related to loans
           that are identified as impaired is based on discounted cash flows
           using the loan's initial effective interest rate or the fair value of
           the collateral for certain collateral dependent loans. Prior to 1995,
           the allowance for possible loan losses related to these loans was
           based on undiscounted cash flows or the fair value of the collateral
           for collateral dependent loans.

           The allowance is based on management's estimate of future losses;
           actual losses may vary from the current estimate. The estimate is
           reviewed periodically, taking into consideration the risk
           characteristics of the loan portfolio, past loss experience, general
           economic conditions and other factors which deserve current
           recognition. As adjustments to the estimate of future losses become
           necessary, they are reflected as a provision (positive or negative)
           for possible loan losses in current-period earnings. However, because
           factors such as loan growth, the future collectibility of loans and
           the amounts and timing of future cash flows expected to be received
           on impaired loans are uncertain, the level of future provisions
           (positive or negative), if any, generally cannot be predicted. Actual
           loan losses are deducted from and subsequent recoveries are added to
           the reserve.


                                      -38-
<PAGE>   37

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Bank premises and equipment:

           Bank premises and equipment are stated at cost less accumulated
           depreciation. Depreciation is computed primarily by the straight-line
           method. Useful lives utilized for purposes of computing depreciation
           are as follows: buildings, 10 to 30 years; furniture and equipment, 3
           to 10 years. Maintenance, repairs and minor improvements are charged
           to operating expenses. Gains or losses on dispositions are reflected
           currently in the Statement of Income.

           The Company adopted SFAS No. 121, "Accounting for the Impairment of
           Long-Lived Assets and for Long-Lived Assets to be Disposed of," as of
           January 1, 1996. The impact on the Company's financial position and
           results of operations for the year ended December 31, 1996 was not
           material.

         Foreclosed assets:

           Collateral acquired through foreclosure or in settlement of loans is
           classified as either other real estate owned ("OREO") or other assets
           and is carried at its fair value, net of estimated costs to sell, or
           the remaining investment in the loan, whichever is lower. At
           acquisition, any excess of the recorded loan value over the estimated
           fair value of the collateral is charged against the allowance for
           possible loan losses. After acquisition, valuation allowances are
           established with a charge to current earnings to adjust the reported
           value of foreclosed assets to reflect changes in the estimate of a
           property's fair value or selling costs. Revenues and expenses
           associated with the management of foreclosed assets prior to sale are
           included in current earnings.

         Income taxes:

           The Company files a consolidated federal income tax return with the
           subsidiary Bank. The Company accounts for income taxes using the
           liability method. Under this method, deferred tax assets and
           liabilities are based on the temporary differences between the
           financial reporting basis and tax basis of the Company's assets and
           liabilities at enacted tax rates expected to be in effect when such
           amounts are realized or settled.

         Cash and cash equivalents:

           Cash and cash equivalents include cash and due from banks, federal
           funds sold and interest bearing deposits in banks.



                                      -39-
<PAGE>   38

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Recent pronouncements:

           In June 1996, the Financial Accounting Standards Board ("FASB")
           issued Statement of Financial Accounting Standards ("SFAS") No. 125,
           "Accounting for Transfers and Servicing of Financial Assets and
           Extinguishments of Liabilities," which requires an entity to
           recognize the financial and servicing assets it controls and the
           liabilities it has incurred and to cease to recognize them as
           financial assets when control has been surrendered in accordance with
           the criteria provided in SFAS No. 125. Subsequently, the FASB issued
           SFAS No. 127, "deferred of the Effective Date of Certain Provisions
           of SFAS No. 125," which deferred until January 1, 1998, the
           implementation of certain aspects of the original statement. The
           adoption of SFAS No. 125 is not expected to have a material impact on
           the financial condition or operating results of the Company. The
           Company will apply the new rules prospectively to transactions when
           required.

           In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share"
           and SFAS No. 129, "Disclosure of Information About Capital Structure"
           which are effective for quarters ending after December 15, 1997, and
           fiscal years ending after December 15, 1997, respectively. Management
           believes the implementation of these statements will not have a
           material effect on its results of operations or financial statement
           disclosures.

           In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
           Income" and SFAS No. 131, "Disclosures About Segments of an
           Enterprise and Related Information." SFAS No. 130 establishes
           standards for reporting and display of comprehensive income in the
           financial statements. Comprehensive income is the total of net income
           and all other non-owner changes in equity. SFAS No. 131 requires that
           companies disclose segment data based on how management makes
           decisions about allocating resources to segments and measuring their
           performance. SFAS Nos. 130 and 131 are effective for 1998. Adoption
           of these standards is not expected to have an effect on the Company's
           financial statements, financial position or results of operations.


         Reclassifications:

           Certain amounts in the 1996 and 1995 financial statements have been
           reclassified to conform with the financial statement presentation for
           1997 for comparability. These reclassifications had no effect on net
           income as previously reported for the 1996 and 1995 fiscal years.


Note 2.  Restrictions on Cash and Due From Bank Accounts

         The Bank is required to maintain average reserve balances by the
         Federal Reserve Bank. The average amount of these reserve balances was
         $534,000 and $456,000 for the years ended December 31, 1997 and 1996,
         respectively.



                                      -40-
<PAGE>   39

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Investment Securities

        The carrying amounts of investment securities as shown in the
        consolidated balance sheets of the Bank and their approximate market
        values at December 31 were as follows:

<TABLE>
<CAPTION>
                                                            DECEMBER 31, 1997
                                          -----------------------------------------------------------
                                           AMORTIZED      UNREALIZED      UNREALIZED          FAIR
                                             COST            GAINS          LOSSES           VALUE
                                          -----------     -----------     -----------     -----------
<S>                                       <C>             <C>             <C>             <C>        
  Securities held to maturity:
     U.S. Treasury Securities ........... $ 3,692,308     $    21,065     $       322     $ 3,713,051
     U.S. Government and Agencies .......  10,511,416          48,508           8,830      10,551,094
                                          -----------     -----------     -----------     -----------
                                          $14,203,724     $    69,573     $     9,152     $14,264,145
                                          ===========     ===========     ===========     ===========

  Securities available for sale:
     Mortgage-Backed Securities ......... $ 1,153,434     $    59,198     $     2,359     $ 1,210,273
     U.S. Treasury Securities ...........   1,994,322          14,395              --       2,008,717
     U.S. Government and Agencies .......   5,498,493          35,610           2,422       5,531,681
     State and Political Subdivisions ...   3,394,993          50,139           2,417       3,442,715
                                          -----------     -----------     -----------     -----------
                                          $12,041,242     $   159,342     $     7,198     $12,193,386
                                          ===========     ===========     ===========     ===========
</TABLE>


<TABLE>
<CAPTION>
                                                              DECEMBER 31, 1996
                                          -----------------------------------------------------------
                                           AMORTIZED      UNREALIZED      UNREALIZED         FAIR
                                             COST            GAINS          LOSSES           VALUE
                                          -----------     -----------     -----------     -----------
<S>                                       <C>             <C>             <C>             <C>        
Securities held to maturity:
   U.S. Treasury Securities ...........   $ 4,005,216     $     7,359     $     4,953     $ 4,007,622
   U.S. Government and Agencies .......    11,512,680          74,124          32,443      11,554,361
                                          -----------     -----------     -----------     -----------
                                          $15,517,896     $    81,483     $    37,396     $15,561,983
                                          ===========     ===========     ===========     ===========


Securities available for sale:
   Mortgage-Backed Securities .........   $ 1,722,323     $    68,810     $     3,979     $ 1,787,154
   U.S. Treasury Securities ...........       996,305           6,114              --       1,002,419
   U.S. Government and Agencies .......     3,000,115          15,473           4,014       3,011,574
   State and Political Subdivisions ...     2,864,823          29,349          24,406       2,869,766
                                          -----------     -----------     -----------     -----------
                                          $ 8,583,566     $   119,746     $    32,399     $ 8,670,913
                                          ===========     ===========     ===========     ===========
</TABLE>

Securities with book values of $14,421,874 and $14,775,340 at December 31, 1997
and 1996, respectively, were pledged to secure public deposits and other
transactions as required by law.

There were no gross-realized gains or gross-realized losses on sales of
securities for the fiscal years ended December 31, 1997, 1996 or 1995.

                                      -41-
<PAGE>   40

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        The maturities of investment securities at December 31, 1997 were as
follows:

<TABLE>
<CAPTION>
                                           SECURITIES TO BE HELD
                                                TO MATURITY
                                        ---------------------------
                                         AMORTIZED         FAIR
YEARS TO MATURITY                          COST            VALUE
                                        -----------     -----------
<S>                                     <C>             <C>        
Less than one ......................... $ 3,698,505     $ 3,696,609
Greater than one but less than five ...   9,507,306       9,555,290
Greater than five but less than ten ...     997,913       1,012,246
Greater than ten ......................          --              --
                                        -----------     -----------
                                        $14,203,724     $14,264,145
                                        ===========     ===========
</TABLE>

<TABLE>
<CAPTION>
                                           SECURITIES AVAILABLE
                                                 FOR SALE
                                        ---------------------------
                                         AMORTIZED         FAIR
YEARS TO MATURITY                          COST            VALUE
                                        -----------     -----------
<S>                                     <C>             <C>        
Less than one ......................... $ 1,013,493     $ 1,015,670
Greater than one but less than five ...   8,873,912       9,052,913
Greater than five but less than ten ...   1,266,259       1,289,277
Greater than ten ......................     887,578         835,526
                                        -----------     -----------
                                        $12,041,242     $12,193,386
                                        ===========     ===========
</TABLE>



                                      -42-
<PAGE>   41

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4.   Loans

          Major classifications of subsidiary bank's loan portfolio at December
          31, are as follows:

<TABLE>
<CAPTION>
                                    1997              1996              1995
                                ------------      ------------      ------------
<S>                             <C>               <C>               <C>         
Commercial, financial and
   agricultural ............... $  7,548,970      $  7,437,376      $  6,239,611
Real estate construction ......      358,917           285,247           119,530
Real estate mortgage ..........   15,543,098        16,277,777        16,472,824
Installment ...................    4,983,546         4,925,410         4,182,430
                                ------------      ------------      ------------
                                  28,434,531        28,925,810        27,014,395

Unearned income ...............           --                --               (45)
                                ------------      ------------      ------------
   Net loans ..................   28,434,531        28,925,810        27,014,350

Allowance for possible loan
   losses .....................     (599,593)         (614,339)         (624,122)
                                ------------      ------------      ------------
                                $ 27,834,938      $ 28,311,471      $ 26,390,228
                                ============      ============      ============
</TABLE>


          The following is a summary of loans classified by type at December 31,
          1997:

<TABLE>
<S>                                                                  <C>        
Commercial, financial and
   agricultural .......................................              $ 7,548,970
Real estate construction ..............................                  358,917
Real estate mortgage ..................................                8,792,648
                                                                     -----------
   Total commercial ...................................               16,700,535
                                                                     -----------

Residential mortgage ..................................                6,750,450
Installment ...........................................                4,983,546
                                                                     -----------
   Total consumer .....................................               11,733,996
                                                                     -----------
   Total loans ........................................              $28,434,531
                                                                     ===========
</TABLE>



                                      -43-
<PAGE>   42

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following summarizes the non-performing elements of the loan portfolio and
total foreclosed assets at December 31:

<TABLE>
<CAPTION>
                                                1997         1996         1995
                                              --------     --------     --------
<S>                                           <C>          <C>          <C>     
Nonperforming loans:
   Loans on nonaccrual ...................... $308,059     $496,490     $  2,051
   Restructured loans which
      are not on nonaccrual .................   70,170       93,630      112,008
                                              --------     --------     --------
            Total nonperforming loans .......  378,229      590,120      114,059

Other real estate and
   repossessed assets received
   in complete or partial
   satisfaction of loan
   obligations ..............................    6,900       13,800       13,800
                                              --------     --------     --------
             Total nonperforming assets ..... $385,129     $603,920     $127,859
                                              ========     ========     ========

 Loans contractually past
      due 90 days or more as
      to principal or interest,
      but which are not on
      nonaccrual ............................ $  8,649     $ 27,434     $  9,504
                                              ========     ========     ========
</TABLE>

As discussed in Note 1, the Company adopted SFAS No. 114 effective January 1,
1995. The adoption of SFAS No. 114 did not have a material impact on the
financial condition or operating results of the Company. At December 31, 1997,
the recorded investment in loans that were considered to be impaired under SFAS
No. 114 was $308,059. Included in this amount was $301,319 of the impaired loans
for which the related allowance for loan losses was $150,000 and $6,740 of
impaired loans that do not have an allowance for loan losses. The average
recorded investment in impaired loans during the year ended December 31, 1997
was approximately $392,000. Interest payments received on impaired loans are
applied to principal if there is doubt as to the collectibility of the
principal; otherwise, these receipts are recorded as interest income. For the
year ended December 31, 1997, the Company did not recognized income on impaired
loans.

As it relates to in-substance foreclosures, SFAS No. 114 requires that a
creditor continue to follow loan classification on the balance sheet unless the
creditor receives physical possession of the collateral. The Company has had no
in-substance foreclosures for any of the periods presented.

Interest income in the amount of $44,501 for 1997, $59,177 for 1996 and $13,732
for 1995 would have been recorded on nonperforming loans if they had been
classified as performing. The Company recorded $-0-, $6,633 and $7,638 of
interest income on nonperforming loans during 1997, 1996 and 1995, respectively.


                                      -44-
<PAGE>   43


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          The following is a summary of the allowance for loan losses for the
          three years ended December 31, 1997:

<TABLE>
<CAPTION>
                                      1997           1996           1995
                                    ---------      ---------      ---------
<S>                                 <C>            <C>            <C>      
Balance, beginning of year ........ $ 614,339      $ 624,122      $ 614,310
Provisions charged to operating
   expense ........................        --             --             --
Recoveries on loans ...............     2,250          7,946         15,382
Loans charged off .................   (16,996)       (17,729)        (5,570)
                                    ---------      ---------      ---------
Balance, end of year .............. $ 599,593      $ 614,339      $ 624,122
                                    =========      =========      =========
</TABLE>


Note 5.   Related Party Transactions

          In the ordinary course of business, loans have been made to directors
          and executive officers and their associates. Such loans to these
          related parties were made on substantially the same terms, including
          interest rates and collateral, as those prevailing at the time for
          comparable transactions with other persons. Loans to these related
          parties were approximately $1,546,942 and $1,259,914 at December 31,
          1997 and 1996, respectively. The following provides an analysis of the
          activity with respect to loans to related parties:

<TABLE>
<CAPTION>
<S>                                                                 <C>        
Balance at January 1, 1997 ............................             $ 1,259,914
New loans made ........................................               1,266,895
Repayment on loans ....................................                (979,867)
                                                                    -----------

Balance at December 31, 1997 ..........................             $ 1,546,942
                                                                    ===========
</TABLE>

Note 6.   Bank Premises and Equipment

          Bank premises and equipment, at cost, consisted of the following as of
          December 31:

<TABLE>
<CAPTION>
                                           1997           1996           1995
                                        ----------     ----------     ----------
<S>                                     <C>            <C>            <C>       
Land .................................. $  384,387     $  384,387     $  384,387
Premises and leasehold
   improvements .......................  1,788,590      1,784,621      1,781,317
Furniture and equipment ...............  1,228,258      1,190,307      1,151,645
                                        ----------     ----------     ----------
                                         3,401,235      3,359,315      3,317,349
Less accumulated depreciation
   and amortization ...................  2,173,826      2,022,916      1,881,903
                                        ----------     ----------     ----------

     Total ............................ $1,227,409     $1,336,399     $1,435,446
                                        ==========     ==========     ==========
</TABLE>

          Depreciation and amortization expense included in non-interest expense
          was $198,377 in 1997, $198,895 in 1996, and $177,106 in 1995.



                                      -45-
<PAGE>   44

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7.  Concentrations of Credit Risk

         All of the Bank's loans, commitments and standby letters of credit have
         been granted to customers in the Bank's market area of South Louisiana.
         Investments in state and municipal securities also involve governmental
         entities within the Bank's market area. The concentrations of credit by
         type of loan are set forth in Note 4. The distribution of commitments
         to extend credit approximates the distribution of loans outstanding.
         Standby letters of credit were granted primarily to commercial
         borrowers. The Bank, as a matter of policy, does not extend credit to
         any single borrower or group of related borrowers in excess of
         $1,375,000.

         At December 31, 1997, the Bank has loans outstanding to multiple
         numbers of borrowers engaged in the medical industry and the legal
         profession. The loans to the medical industry totaled $5,141,814, while
         the loans to the legal profession were $2,533,037. There were no
         significant nonperforming loans outstanding in these two
         concentrations.


Note 8.  Earnings Per Share

         The earnings per share computation are based on weighted average number
         of shares outstanding during each year of 119,997, 120,000 and 120,000
         for the years ended December 31, 1997, 1996 and 1995 respectively.


Note 9.  Employee Benefit Plan

         The Bank maintains a 401(k) Savings Plan available to employees with
         over one year of service. The Bank matches 50% of the salary deferral,
         up to a maximum of 2% in 1996 and 3% in 1997 of compensation, which
         becomes vested after five years of service. Total contributions to the
         plan by the Bank were $15,214 for 1997 and $9,491 for 1996. The Bank
         entered into a non-qualified deferred compensation plan for certain
         executives of the Company in 1995. The total deferred compensation
         expense for 1997 and 1996 was $10,817 and $10,109, respectively.




                                      -46-
<PAGE>   45

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10.   Income Taxes

            The Company adopted SFAS No. 109 effective January 1, 1992. Income
            tax expense includes amounts currently payable and amounts deferred
            to or from other years as a result of differences in the timing of
            recognition of income and expense for financial reporting and
            deferral tax purposes. The components of income tax expense are as
            follows:

<TABLE>
<CAPTION>
                                           1997           1996           1995
                                         ---------      ---------      ---------
<S>                                      <C>            <C>            <C>      
Current federal income tax
   expense ............................. $ 408,433      $ 318,215      $ 429,877
Deferred federal income tax
   expense (benefit) ...................    (3,168)        16,983         19,916
                                         ---------      ---------      ---------
                                         $ 405,265      $ 335,198      $ 449,793
                                         =========      =========      =========
Included in shareholders' equity:
   Deferred tax expense
  (benefit) related to the
  change in net unrealized
  gain (loss) on securities
  available for sale ................... $  22,031      $ (24,425)     $  54,467
                                         =========      =========      =========
</TABLE>

           The reconciliation of the federal statutory income tax rate to the 
           Company's effective rate is summarized as follows for the years ended
           December 31:

<TABLE>
<CAPTION>
                              1997             1996             1995
                         ---------------  ---------------  --------------- 
                          AMOUNT    RATE   AMOUNT    RATE   AMOUNT    RATE
                         ---------  ----  ---------  ----  ---------  ---- 
<S>                      <C>        <C>   <C>        <C>   <C>        <C>  
Tax based on
   federal
   statutory rate ...... $ 459,953  34.0% $ 466,992  34.0% $ 480,505  34.0%
Effect of tax-
   exempt income .......   (60,149) (4.4)   (52,782) (3.8)   (81,919) (5.8)
Change in deferral
   valuation reserve ...        --    --    (61,938) (4.5)        --    --
Other ..................     5,461    .4    (17,074) (1.3)    51,207   3.6
                         ---------  ----  ---------  ----  ---------  ---- 
                         $ 405,265  30.0% $ 335,198  24.4% $ 449,793  31.8%
                         =========  ====  =========  ====  =========  ==== 
</TABLE>


                                      -47-
<PAGE>   46

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           Deferred tax assets and liabilities included in other assets or other
           liabilities at December 31 consist of the following:

<TABLE>
<CAPTION>
                                                         1997            1996
                                                       --------        -------- 
<S>                                                    <C>             <C>     
Deferred tax assets:
   Allowance for loan losses ......................... $ 14,022        $ 14,022
   Foreclosed assets .................................   36,006          33,660
   Other .............................................    4,784           8,362
                                                       --------        -------- 
      Total deferred tax assets ......................   54,812          56,044
                                                       --------        -------- 
Deferred tax liabilities:
   Net unrealized appreciation
      on available for sale securities ...............   51,729          29,698
   Accumulated depreciation ..........................   32,111          36,511
                                                       --------        -------- 
      Total deferred tax liabilities .................   83,840          66,209
                                                       --------        -------- 

Total net deferred tax asset (liability) ............. $(29,028)       $(10,165)
                                                       ========        ======== 
</TABLE>

           Management estimates realizability of the net deferred tax asset
           based on the Company's ability to generate taxable income in the
           future. A deferred tax valuation reserve is established, if needed,
           to limit the net deferred tax asset to its realizable value.

Note 11.   Lease Commitments

           The Company leases land, buildings, and equipment under cancelable
           and noncancelable leases. The leased properties are used primarily
           for banking purposes.

           Future minimum payments, by year and in the aggregate, for
           noncancelable operating leases with initial or remaining terms of one
           year or more consisted of the following at December 31, 1997:

<TABLE>
<CAPTION>
YEAR ENDING                                                             AMOUNT
-----------                                                             ------
<S>                                                                 <C>        
   1998................................................             $    63,457
   1999................................................                  45,919
   2000................................................                  45,919
   2001................................................                  45,919
   2002................................................                  45,919
                                                                     ----------
   Total future minimum lease payments.................              $  247,133
                                                                     ==========
</TABLE>





                                      -48-
<PAGE>   47
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           All leases contain options to extend the lease term upon expiration
           and will probably be exercised.

           The total rental expense on operating leases for the years ended
           December 31, 1997, 1996, and 1995, amount to $60,096, $58,538 and
           $58,538, respectively.

           One of the bank's branch offices is leased from a corporation in
           which some of the lessor's shareholders are directors of the bank.


Note 12.   Other Operating Expenses

           The composition of other operating expenses for each of the three
           years for the period ended December 31 are as follows:

<TABLE>
<CAPTION>
                                              1997          1996          1995
                                            --------      --------      --------
<S>                                         <C>           <C>           <C>     
FDIC and Louisiana assessments ............ $ 21,636      $ 16,046      $ 71,669
Office supplies ...........................   79,418        76,439        68,812
Postage ...................................   52,202        52,358        57,043
Other insurance ...........................   16,390        29,440        31,638
ATM expenses ..............................   25,803        25,836        28,466
Director fees .............................   80,500        70,400        61,100
Other .....................................  358,076       346,498       297,255
                                            --------      --------      --------

                                            $634,025      $617,017      $615,983
                                            ========      ========      ========
</TABLE>




                                      -49-
<PAGE>   48

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13.    American Bancorp, Inc. (Parent Company Only)

           The following financial statements of American Bancorp, Inc. (Parent
           Company Only) include the Bank under the equity method of accounting.

           BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                        ----------------------------
                                                           1997              1996
                                                        -----------      -----------
<S>                                                     <C>              <C>        
ASSETS
   Cash on deposit with subsidiary .................... $    54,864      $     4,768
   Investment in subsidiary ...........................   8,452,334        7,646,142
   Due from American Bank .............................      11,562           36,128
                                                        -----------      -----------
      Total assets .................................... $ 8,518,760      $ 7,687,038
                                                        ===========      ===========

LIABILITIES
   Accrued income taxes payable ....................... $     6,077      $    30,644
                                                        -----------      -----------
     Total liabilities ................................       6,077           30,644
                                                        -----------      -----------
SHAREHOLDERS' EQUITY
   Common stock: $5 par value, 10,000,000
      shares authorized; 120,000 shares
      issued, 119,962 and
      120,000 shares outstanding, respectively ........     600,000          600,000
   Surplus ............................................   2,150,000        2,150,000
   Retained earnings ..................................   5,664,283        4,848,745
   Net unrealized loss on securities
      available for sale, net of tax of $51,729
      and $29,698, respectively .......................     100,414           57,649
   Treasury stock, 38 shares at cost ..................      (2,014)              --
                                                        -----------      -----------
         Total shareholders' equity ...................   8,512,683        7,656,394
                                                        -----------      -----------
         Total liabilities and shareholders' equity ... $ 8,518,760      $ 7,687,038
                                                        ===========      ===========
</TABLE>

                                      -50-
<PAGE>   49

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

American Bancorp, Inc. (Parent Company Only)

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                        YEARS ENDED DECEMBER 31,
                                                                ----------------------------------------
                                                                   1997           1996           1995
                                                                ----------     ----------     ----------
<S>                                                             <C>            <C>            <C>       
Income:
   Dividends from bank subsidiary ............................. $  185,000     $  123,000     $       --

Expenses:
   Other expenses .............................................        890          1,765          5,880
                                                                ----------     ----------     ----------
Earnings before income taxes
   and equity in undistributed
   earnings of subsidiary .....................................    184,110        121,235         (5,880)

Provision for income taxes ....................................         --             --         (9,400)
                                                                ----------     ----------     ----------
Earnings before equity in
   undistributed earnings of
   subsidiary .................................................    184,110        121,235        (15,280)

Equity in undistributed
   earnings of subsidiary .....................................    763,426        917,074        978,736
                                                                ----------     ----------     ----------
      Net income .............................................. $  947,536     $1,038,309     $  963,456
                                                                ==========     ==========     ==========
</TABLE>



                                      -51-
<PAGE>   50

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

American Bancorp, Inc. (Parent Company Only)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                                                 ---------------------------------------------
                                                    1997              1996             1995
                                                 -----------      -----------      -----------
<S>                                              <C>              <C>              <C>        
OPERATING ACTIVITIES
   Net income .................................. $   947,536      $ 1,038,309      $   963,456
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
         Equity in undistributed
            earnings of subsidiary .............    (763,426)        (917,074)        (978,737)
         (Increase) decrease in other assets ...      24,567          391,833         (305,781)
         Increase (decrease) in income taxes
            payable ............................     (24,567)        (389,833)         420,478
                                                 -----------      -----------      -----------
            Net cash provided by
               operating activities ............     184,110          123,235           99,416
                                                 -----------      -----------      -----------
FINANCING ACTIVITIES
   Dividends paid to shareholders ..............    (132,000)        (120,000)        (102,000)
                                                 -----------      -----------      -----------
            Net cash used by
               financing activities ............    (132,000)        (120,000)        (102,000)
                                                 -----------      -----------      -----------
INVESTING ACTIVITIES
   Treasury Stock ..............................      (2,014)             -0-              -0-
                                                 -----------      -----------      -----------
           Net cash used by
              investing activities .............      (2,014)             -0-              -0-
                                                 -----------      -----------      -----------
          Increase (decrease) in cash
              and cash equivalents .............      50,096            3,235           (2,584)


Cash and cash equivalents at
   beginning of year ...........................       4,768            1,533            4,117
                                                 -----------      -----------      -----------
Cash and cash equivalents at
   end of year ................................. $    54,864      $     4,768      $     1,533
                                                 ===========      ===========      ===========
</TABLE>


                                      -52-
<PAGE>   51

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14.   Financial Instruments

           Generally accepted accounting principles require disclosure of fair
           value information about financial instruments for which it is
           practicable to estimate fair value, whether or not the financial
           instruments are recognized in the financial statements. When quoted
           market prices are not available, fair values are based on estimates
           using present value or other valuation techniques. Those techniques
           are significantly affected by the assumptions used, including the
           discount rate and estimates of future cash flows. The derived fair
           value estimates cannot be substantiated through comparison to
           independent markets and, in many cases, could not be realized in
           immediate settlement of the instrument. Certain financial instruments
           and all non-financial instruments are excluded from these disclosure
           requirements. Further, the disclosures do not include estimated fair
           values for items which are not financial instruments but which
           represent significant value to the Bank, among them, core deposit
           intangibles, loan servicing rights and other fee-generating
           businesses. Accordingly, the aggregate fair value amounts presented
           do not represent the underlying value of the Company.

           The carrying amount of cash and short-term investments and demand
           deposits approximates the estimated fair value of these financial
           instruments. The estimated fair value of securities is based on
           quoted market prices, dealer quotes and prices obtained from
           independent pricing services. The estimated fair value of loans and
           interest bearing deposits is based on present values using applicable
           risk-adjusted spreads to the appropriate yield curve to approximate
           current interest rates applicable to each category of these financial
           instruments.

           Interest rates were not adjusted for changes in credit risk of
           performing commercial loans for which there are no known credit
           concerns. Management segregates loans into appropriate risk
           categories and believes the risk factor embedded in the interest
           rates results in a fair valuation of these loans on an entry-value
           basis.

           Variances between the carrying amount and the estimated fair value of
           loans reflect both credit risk and interest rate risk. The Bank is
           protected against changes in credit risk by the allowance for
           possible loan losses of $599,593 at December 31, 1997.

           The fair value estimates presented are based on information available
           to management as of December 31, 1997. Although management is not
           aware of any factors that would significantly affect the estimated
           fair value amounts, these amounts have not been revalued for purposes
           of these financial statements since that date. Therefore, current
           estimates of fair value may differ significantly from the amounts
           presented. None of the assets or liabilities included in the table
           below are held for trading purposes.

           The Bank issues financial instruments in the normal course of
           business to meet the financing needs of its customers and to reduce
           exposure to fluctuations in interest rates. These financial
           instruments include commitments to extend credit and letters of
           credit and involve, to varying degrees, elements of credit and
           interest rate risk in excess of the amount recognized on the balance
           sheet.



                                      -53-
<PAGE>   52

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                        CARRYING          FAIR
                                         AMOUNT           VALUE
                                      -----------     -----------
<S>                                   <C>             <C>        
ASSETS
  Cash and short-term investments..   $ 8,068,108     $ 8,068,106
  Securities held to maturity .....   $14,203,724     $14,264,145
  Securities available for sale ...   $12,193,386     $12,193,386
  Commercial loans ................   $ 7,548,970     $ 7,574,000
  Consumer loans ..................   $ 4,983,546     $ 4,949,000
  Real estate loans ...............   $15,902,015     $15,995,000

LIABILITIES
  Demand deposits .................   $17,324,777     $17,324,777
  NOW accounts ....................   $ 8,594,109     $ 8,594,109
  Money market accounts ...........   $ 2,761,187     $ 2,761,187
  Savings .........................   $ 8,122,017     $ 8,142,000
  Time Deposits ...................   $19,054,656     $19,087,000
</TABLE>


           Commitments to extend credit are legally binding, conditional
           agreements generally having fixed expiration or termination dates and
           specified interest rates and purposes. These commitments generally
           require customers to maintain certain credit standards. Collateral
           requirements and loan-to-value ratios are the same as those for
           funded transactions and are established based on management's credit
           assessment of the customer. Commitments may expire without being
           drawn upon. Therefore, the total commitment amount does not
           necessarily represent future funding requirements. The Bank's
           experience has been that most loan commitments are drawn upon by
           customers.

           The Bank issues letters of credit and financial guarantees (standby
           letters of credit) whereby it agrees to honor certain financial
           commitments in the event its customers are unable to perform. The
           majority of the standby letters of credit consist of performance
           guarantees. Management conducts regular reviews of all outstanding
           standby letters of credit, and the results of these reviews are
           considered in assessing the adequacy of the Bank's reserve for
           possible loan losses. The Bank has not incurred any losses in its
           commitments in 1997 or 1996. Management does not anticipate any
           material losses related to these instruments.

           The estimated fair values of off-balance-sheet financial instruments
           are not material. A summary of the notional amounts of the Bank's
           financial instruments with off-balance-sheet risk at December 31,
           1997 and 1996 are as follows:

<TABLE>
<CAPTION>
                                    1997           1996
                                 ----------     ----------
<S>                              <C>            <C>       
Commitments to extend credit ..  $4,568,172     $3,532,574
Credit card arrangements ......  $1,200,902     $1,097,857
Standby letters of credit .....  $  169,101     $  152,768
</TABLE>



                                      -54-
<PAGE>   53

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15.   Regulatory Matters

            The Bank is subject to the dividend restrictions set forth by the
            Louisiana Commissioner of Financial Institutions. Under such
            restrictions, the Bank may not, without the prior approval of the
            Commissioner of Financial Institutions, declare dividends in excess
            of the sum of the current year and prior year earnings less
            dividends paid during these periods. The dividends as of December
            31, 1997, that the Bank could declare without the approval of the
            Commissioner of Financial Institutions, amounted to $1,733,845. The
            Bank is also required to maintain minimum amounts of capital to
            total "risk weighted" assets, as defined by the banking regulators.
            At December 31, 1997, the Bank is required to have minimum Tier 1
            and Total capital ratios of 4% and 8%, respectively. The Bank's
            actual ratios at that date were 26.13% and 27.38%, respectively. The
            Bank's leverage ratio were 12.97% and 12.44% as of December 31, 1997
            and 1996, respectively.

            Under Section 18J of the Federal Deposit Insurance Act, which is
            subject to Section 23A of the Federal Reserve Act, the Bank cannot
            make loans, extensions of credit, repurchase agreements,
            investments, and advances, which exceed 10 percent of its capital
            stock and surplus, to an affiliate. Such loans must be
            collateralized by assets with market values of 100% to 130% of loan
            amounts, depending upon the mature of the collateral.


Note 16.   Contingencies

           In the ordinary course of business, the Bank has various outstanding
           commitments and contingent liabilities that are not reflected in the
           accompanying consolidated financial statements. In addition, the Bank
           is a defendant in certain claims and legal actions arising in the
           ordinary course of business. In the opinion of management, after
           consultation with legal counsel, the ultimate disposition of these
           matters is not expected to have a material adverse effect on the
           consolidated financial condition of the Bank.


Note 17.   Year 2000

           The Company is aware of the issues associated with the programming
           code in existing computer systems as the millennium ("year 2000")
           approaches. The "year 2000" problem is pervasive and complex, as
           virtually every computer operation will be affected in some way by
           the rollover of the two-digit year value to zero. The issue is
           whether computer systems will properly recognize date-sensitive
           information when the year changes to 2000. Systems that do not
           properly recognize such information could generate erroneous data or
           cause a system to fail.

           The Company is utilizing both internal and external resources to
           identify, correct or reprogram, and test the systems for the "year
           2000" compliance. It is anticipated that all reprogramming efforts
           will be complete by December 31, 1998, allowing adequate time for
           testing. To date, confirmations have been received from the Company's
           primary processing vendors that plans are being developed to address
           processing of transactions in the "year 2000." Management has not yet
           assessed the "year 2000" compliance expense and related potential
           effect on the Company's earnings but it is not expected to be
           significant.





                                      -55-
<PAGE>   54

                            OFFICERS AND DIRECTORS OF
                         AMERICAN BANK AND TRUST COMPANY

                       CHAIRMAN OF THE BOARD AND PRESIDENT
                             Salvador L. Diesi, Sr.

              CHIEF EXECUTIVE OFFICER AND EXECUTIVE VICE-PRESIDENT
                                Ronald J. Lashute

                              SENIOR VICE-PRESIDENT
                            Walter J. Champagne, Jr.

                                 VICE-PRESIDENTS

Charlene Louviere                                         Joan T. Muller, Chief
Angel Powell                                                Financial Officer,
Peter Strawitz, III                                         Cashier


                            ASSISTANT VICE-PRESIDENT

                                David Gremillion


                               ASSISTANT CASHIERS

Elaine D. Ardoin                                          Elizabeth Miller
Audrey Cormier                                            Bonnie Pavy
Sally Hooks                                               Stephanie Richard
Cindy Melancon                                            Audrey Thibodeaux


                                    DIRECTORS

Joseph J. Artall                                          Salvador L. Diesi, Sr.
Walter J. Champagne, Jr.                                  Alvin Haynes II
Attaway Darbonne                                          Charles Jagneaux
J.C. Diesi                                                Sylvia Sibille


                               OFFICES LOCATED IN

OPELOUSAS                                                 KROTZ SPRINGS
LAFAYETTE                                                 PORT BARRE
LAWTELL


                                      -56-
<PAGE>   55

                            OFFICERS AND DIRECTORS OF
                             AMERICAN BANCORP, INC.

                       CHAIRMAN OF THE BOARD AND PRESIDENT
                             Salvador L. Diesi, Sr.

                               SECRETARY/TREASURER
                                Ronald J. Lashute


<TABLE>
<CAPTION>
BOARD OF DIRECTORS                                    OCCUPATION AND MAIN AFFILIATION

<S>                                                   <C>
Joseph J. Artall                                      Farmer.

Walter J. Champagne, Jr.                              Retired; Farming interest.

J.C. Diesi                                            Automobile Dealer; Diesi
                                                      Pontiac-Cadillac-Buick, Inc.

Salvador L. Diesi, Sr.                                Chairman of the Board and President,
                                                      American Bancorp, Inc. and American
                                                      Bank & Trust Company; Wholesale Beer
                                                      Distributor, Premium Brands, Inc.;
                                                      Gas Station, Convenience Store, and
                                                      Video Poker; Little Capitol of
                                                      Louisiana, Inc.; Commercial real
                                                      estate, farming interest;  and Attorney at Law.

Ronald J. Lashute                                     Chief Executive Officer and Executive Vice President
                                                      of American  Bank & Trust Company and        
                                                      Secretary/Treasurer of American Bancorp, Inc.
</TABLE>



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