FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

For the Fiscal Year Ended June 30, 2000
                                       OR

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

For the transition period from ______________ to ________________

                         Commission File Number: 0-25906

                               ASB FINANCIAL CORP.
                     -------------------------------------
                 (Name of small business issuer in its charter)

          Ohio                                                  31-1429488
  -------------------------                               -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification Number)

503 Chillicothe Street, Portsmouth, Ohio                          45662
----------------------------------------                       ----------
(Address of principal executive offices)                       (Zip Code)
Issuer's telephone number: (740) 354-3177
                           --------------


      Securities registered pursuant to Section 12(b) of the Exchange Act:
                  None                                None
      -----------------------------          -----------------------------
        (Title of each class)                    (Name of each exchange
                                                   on which registered)

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                        Common Shares, without par value
           ----------------------------------------------------------
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing  requirements for the past 90 days.
Yes [X]    No [  ]

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

     The issuer's  revenues  for the fiscal year ended June 30, 2000,  were $9.6
million.

     Based  upon the  average of the bid and asked  prices  quoted by the Nasdaq
National  Market,  the  aggregate  market  value  of the  voting  stock  held by
non-affiliates  of the issuer on September  25, 2000,  was  approximately  $10.6
million.

     1,569,558  of the issuer's  common  shares were issued and  outstanding  on
September 25, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

PartII of Form 10-KSB - Portions of the Annual  Report to  Shareholders  for the
fiscal year ended June 30, 2000.

Part III of Form  10-KSB - Portions of the Proxy  Statement  for the 2000 Annual
Meeting of Shareholders.



<PAGE>



                                     PART I

Item 1.  Description of Business

General

         ASB Financial Corp. ("ASB"), an Ohio corporation,  is a unitary savings
and loan holding  company  which owns all of the issued and  outstanding  common
shares of American  Savings Bank, fsb  ("American"),  a federal savings bank. On
May 10, 1995,  ASB acquired all of the common shares issued by American upon its
conversion from a mutual savings association to a stock savings association (the
"Conversion").

         American is  principally  engaged in the business of  originating  real
estate loans secured by first mortgages on one- to four-family  residential real
estate located in American's  primary market area, which consists of the City of
Portsmouth and  contiguous  areas of Scioto  County,  Ohio.  American also makes
loans secured by  multifamily  real estate (over four units) and  nonresidential
real estate and secured and  unsecured  consumer  loans.  In addition,  American
purchases  interests in multifamily real estate and  nonresidential  real estate
loans  originated  and  serviced  by other  lenders.  American  also  invests in
mortgage-backed securities,  U.S. Government agency obligations,  obligations of
state and political subdivisions,  and other investments permitted by applicable
law. Funds for lending and other  investment  activities are obtained  primarily
from savings deposits,  which are insured up to applicable limits by the Federal
Deposit   Insurance   Corporation   (the   "FDIC"),   and  loan   principal  and
mortgage-backed security repayments.

         American  conducts  business  from  its  office  in  Portsmouth,  Ohio.
American's primary market area for lending consists of Scioto County,  Ohio, and
for deposits  consists of Scioto  County and adjacent  communities  in the North
Central Kentucky area.

         ASB is subject to regulation, supervision and examination by the Office
of Thrift  Supervision  of the United  States  Department  of the Treasury  (the
"OTS").  American is subject to regulation,  supervision  and examination by the
OTS and the FDIC.

         ASB's  activities  have been  limited  primarily  to holding the common
stock of American since the Conversion.  Consequently,  the following discussion
focuses primarily on the business of American.

Lending Activities

         General.  American's  principal  lending activity is the origination of
conventional real estate loans, including construction loans, secured by one- to
four-family  residential real estate located in American's  primary market area.
American also offers loans secured by  multifamily  properties  containing  five
units or more  and  nonresidential  properties,  including  construction  loans.
American  also  purchases   interests  in  multifamily  real  estate  loans  and
nonresidential  real estate loans  originated  and  serviced by other  financial
institutions.  American does not originate  first  mortgage loans insured by the
Federal  Housing  Authority or  guaranteed  by the Veterans  Administration.  In
addition to real estate lending,  American originates commercial loans, consumer
loans,  including  automobile  loans,  loans secured by deposit  accounts,  home
improvement loans and a limited number of unsecured loans.







                                      -2-
<PAGE>

         Loan  Portfolio  Composition.  The  following  table  presents  certain
information regarding the composition of  American's loan portfolio at the dates
indicated:
<TABLE>
<CAPTION>

                                                                        At June 30,
                                                    2000                     1999                         1998
                                                    ------                   ------                       -----
                                                         Percent                    Percent                      Percent
                                                         of total                  of total                     of total
                                              Amount      loans        Amount        loans        Amount          loans
                                              ------      ------       ------        ------       ------          -----
                                                                        (Dollars in thousands)
<S>                                            <C>          <C>         <C>           <C>           <C>           <C>
Real estate loans:
    One- to four-family residential           $65,618       67.5%     $60,810         70.4%       $55,707         70.6%
    Multifamily                                 3,160        3.3        3,404          3.9          5,184          6.6
    Nonresidential and land                    11,691       12.0        8,504          9.9          5,712          7.2
    Construction                                  992        1.0        2,162          2.5          1,425          1.8
    Home equity                                 5,863        6.0        4,971          5.8          4,485          5.7
    Commercial                                  5,842        6.0        2,485          2.9          1,929          2.4
                                               ------      -----       ------        -----         ------        -----
      Total real estate loans                  93,166       95.8       82,336         95.4         74,442         94.3
Consumer and other loans:
    Passbook                                      834         .9          615           .7            744           .9
    Home improvement                            1,277        1.3        1,103          1.3          1,286          1.6
    Automobile                                  1,666        1.7        1,689          1.9          1,772          2.3
    Other                                         322         .3          586           .7            707           .9
                                               ------      -----       ------        -----         ------        -----
      Total consumer and other loans            4,099        4.2        3,993          4.6          4,509          5.7
                                               ------      -----       ------        -----         ------         ----

Total loans                                    97,265      100.0%      86,329        100.0%        78,951        100.0%
                                                           =====                     =====                       =====
Less:
    Loans in process                            1,255                   2,966                       1,452
    Net deferred loan origination fees and
      unearned discounts                          203                     200                         190
    Allowance for loan losses                     723                     733                         759
                                               ------                  ------                      ------

Total loans net                               $95,084                 $82,430                     $76,550
                                               ======                  ======                      ======
</TABLE>


         Loan Maturity.  The following table sets forth the contractual maturity
of American's total loans at June 30, 2000, before consideration of net items:
<TABLE>
<CAPTION>

Due during the fiscal          One- to                                                 Consumer
year ending June 30,     four-family (1)(3) Multifamily (1) Nonresidential (1) (2)    and other          Total
--------------------     ------------------ --------------- ----------------------    ----------         -----
                                                               (In thousands)
<S>                              <C>              <C>                  <C>                <C>             <C>
2001                          $ 4,190            $  262            $   770              $  904          $ 6,126
2002                            4,303               267                978                 968            6,516
2003                            4,406               275                996                 980            6,657
2004 - 2005                     9,567               557              2,368               1,031           13,523
2006 - 2010                    20,317             1,391              2,333                 216           24,257
2011 - 2015                    20,233               408              2,528                   -           23,169
2016 and thereafter             9,457                 -              7,560                   -           17,017
                               ------             -----             ------               -----           ------
     Total                    $72,473            $3,160            $17,533              $4,099          $97,265
                               ======             =====             ======               =====           ======
</TABLE>

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

(1)  Includes construction loans.

(2)  Includes land development and commercial loans.

(3)  Includes home equity loans.


                                      -3-
<PAGE>

         Loans Secured by One- to Four-Family Real Estate. The principal lending
activity of American is the origination of permanent  conventional loans secured
by one- to four-family residences, primarily single-family homes, located within
American's  primary market area. A first mortgage on the underlying  real estate
and any  improvements  thereon  secures  each of such loans.  At June 30,  2000,
American's one- to four-family residential real estate loan portfolio, including
certain  construction  loans  secured  by one- to  four-family  residences,  was
approximately $65.6 million, or 67.5% of total loans.

         OTS   regulations   limit  the  amount  which   American  may  lend  in
relationship  to the appraised  value of the real estate and  improvements  (the
"Loan-to-Value  Ratio" or "LTV") at the time of loan origination.  In accordance
with the OTS regulations, American makes loans on one- to four-family residences
with LTVs of up to 95%. Private mortgage  insurance usually covers the principal
amount of any loan which exceeds an 85% LTV at the time of  origination,  at the
expense of the borrower.

         American  offers  fixed-rate  loans,  currently  for  terms of up to 30
years. Most of the fixed-rate loans in American's portfolio, however, have terms
of 15 years or less.

         American offers adjustable-rate  residential real estate loans ("ARMs")
for terms of up to 30 years.  The interest rate  adjustment  periods on the ARMs
are either one year or three years.  The interest rate  adjustments  on one-year
and three-year  ARMs  presently  originated by American are tied to the one-year
and three-year U.S. Treasury  securities rates or the Previously  Occupied Homes
index  published  by the  Federal  Home  Loan  Bank (the  "FHLB").  The  maximum
allowable  adjustment at each adjustment date is 2% with a maximum adjustment of
6% over the term of the loan.  The initial rate on a three-year ARM is typically
higher than the initial  rate on a one-year  ARM to  compensate  for the reduced
interest rate sensitivity.

         Adjustable-rate  loans  decrease  American's  interest  rate  risk  but
involve other risks,  primarily credit risk. As interest rates rise, the payment
by the borrower rises to the extent permitted by the terms of the loan,  thereby
increasing the potential for default. At the same time, the marketability of the
underlying property may be adversely affected by higher interest rates.

         American also offers home equity loans for current  mortgage  customers
on one- to  four-family  residences  with LTV's of up to 100%. At June 30, 2000,
American's home equity loans totaled $5.9 million, or 6.0% of total loans.

         Loans  Secured by  Multifamily  Real Estate.  American  originates  and
purchases interests in loans secured by multifamily  properties  containing over
four units.  American originates  multifamily loans with terms of up to 15 years
and a maximum LTV of 75%. Approximately 70% of the multifamily real estate loans
held by American are participation interests in loans originated and serviced by
other  financial  institutions  and  secured  by real  estate  located  in Ohio,
Kentucky,  Florida and North  Carolina.  See "Loan  Originations,  Purchases and
Sales."

         Multifamily lending is generally  considered to involve a higher degree
of risk  than one- to  four-family  residential  lending  because  the  borrower
typically  depends  upon  income  generated  by the  project to cover  operating
expenses and debt  service.  The  profitability  of a project can be affected by
economic conditions, government policies and other factors beyond the control of
the borrower.  American  attempts to reduce the risk associated with multifamily
lending by  evaluating  the  creditworthiness  of the borrower and the projected
income from the project and by obtaining  personal  guarantees  on loans made to
corporations  and  partnerships.  American  requires that borrowers  submit rent
rolls and that all  borrowers  submit  financial  statements  annually to enable
American to monitor the loan.

         At June 30,  2000,  loans  secured by  multifamily  properties  totaled
approximately  $3.2 million,  or 3.3% of total loans,  of which $2.2 million are
participation  interests  purchased  in  loans  originated  by  other  financial
institutions.

         Loans Secured by Nonresidential Real Estate and Land. At June 30, 2000,
approximately $11.7 million, or 12.0% of American's total loans, were secured by
nonresidential  real estate and land. The majority of such loans have adjustable
rates and terms of up to 15 years. Among the properties securing  nonresidential
real estate loans are office buildings,  retail  properties,  warehouses,  and a
hotel located in  American's  primary  market area.  Also included in American's
nonresidential  real  estate loan  portfolio  is $2.2  million in  participation
interests  which have been  purchased  in loans  originated  by other  financial
institutions.


                                      -4-
<PAGE>
         American has one land loan with a principal balance of $405,000 secured
by developed land which has been subdivided for single-family  home construction
in  Scioto  County,  Ohio.  American  occasionally   originates  loans  for  the
construction  of  nonresidential  real estate.  At June 30,  2000,  American had
outstanding  nonresidential  real estate  construction  loans with an  aggregate
balance of $264,000.

         Although the loans secured by nonresidential real estate typically have
higher  interest  rates and shorter terms to maturity  than one- to  four-family
residential real estate loans,  nonresidential  real estate lending is generally
considered  to involve a higher degree of risk than  residential  lending due to
the  relatively  larger  loan  amounts  and  the  effects  of  general  economic
conditions on the successful operation of income-producing properties.  American
has  endeavored  to reduce such risk by evaluating  the credit  history and past
performance  of the  borrower,  the location of the real estate,  the  financial
condition of the borrower,  the quality and characteristics of the income stream
generated by the property and appraisals supporting the property's valuation.

         Construction  Loans.  American  makes  loans  to  individuals  for  the
construction  and  permanent  financing  of  their  primary  residences.   These
construction  loans are offered with  adjustable and fixed rates for terms of up
to 30 years.  During the first year,  while the residence is being  constructed,
the borrower is required to pay interest only.

         Construction  loans generally involve greater  underwriting and default
risks than do loans secured by mortgages on existing properties.  Loan funds are
advanced  upon the  security of the project  under  construction,  which is more
difficult to value before the completion of construction.  Moreover,  because of
the uncertainties  inherent in estimating  construction  costs, it is relatively
difficult to evaluate  accurately  the LTV and the total loan funds  required to
complete a project.  In the event a default on a  construction  loan  occurs and
foreclosure  follows,  American  would have to take  control of the  project and
attempt  either to arrange  for  completion  of  construction  or dispose of the
unfinished  project.  At June 30, 2000,  construction  loans,  in the aggregate,
totaled $1.0 million,  or 1.0% of American's total loans.  Approximately  71% of
American's construction loans are secured by property in Scioto County, Ohio.

         Commercial  Real Estate  Loans.  At June 30, 2000,  approximately  $5.8
million,  or 6.0%,  of American's  total loans were secured by  commercial  real
estate.  American originates commercial loans for a maximum term of 15 years and
which are secured by real estate with a LTV of up to 75%.  These  extensions  of
credit  are  typically  secured  by  office  buildings,   retail  stores,  other
commercial properties, inventory and accounts receivable.

         Consumer  and Other Loans.  American  makes  various  types of consumer
loans,  including  loans made to  depositors  on the  security of their  deposit
accounts, automobile loans, home improvement loans and unsecured personal loans,
and secured  commercial loans,  including a loan to an automobile dealer leasing
group. Consumer loans, other than loans on deposits,  are made at fixed rates of
interest only and for varying terms based on the type of loan. At June 30, 2000,
American had  approximately  $4.1 million,  or 4.2% of total loans,  invested in
consumer and other loans.

         Home  improvement  loans include  loans insured by the Federal  Housing
Administration. Home improvement loans typically have a five-year term and fixed
rates of interest.

         Consumer loans,  particularly consumer loans which are unsecured or are
secured by rapidly  depreciating assets such as automobiles,  may entail greater
risk  than do  residential  real  estate  loans.  Repossessed  collateral  for a
defaulted  consumer loan may not provide an adequate  source of repayment of the
outstanding loan balance. The risk of default on consumer loans increases during
periods of recession, high unemployment and other adverse economic conditions.

         Loan  Solicitation and Processing.  American develops loan originations
from a number of sources,  including continuing business with depositors,  other
borrowers and real estate developers,  solicitations by American's lending staff
and walk-in customers.

         American's loan personnel take all loan applications for permanent real
estate loans.  American obtains a credit report,  verification of employment and
other  documentation   concerning  the  creditworthiness  of  the  borrower.  An
appraisal  of the fair market  value of the real  estate  which will be given as
security  for the loan is prepared by a fee  appraiser  approved by the Board of
Directors.  Upon the  completion of the appraisal and the receipt of information
on the credit history of the borrower,  the  application for a loan is submitted
for review in accordance with American's  underwriting  guidelines to American's
Executive Committee,  the members of which are Directors Smith,  Jenkins,  Burke
and Schoettle.  Any loan for more than $150,000 must be reviewed and approved by
the full Board of Directors.


                                      -5-
<PAGE>
         If a real estate loan  application  is approved,  either an  attorney's
opinion or title  insurance is obtained on the real estate which will secure the
mortgage  loan.  Most of the loans in  American's  portfolio  have an attorney's
opinion.  American  requires  borrowers to carry  satisfactory fire and casualty
insurance and flood insurance, if applicable, and to name American as an insured
mortgagee.

         The  procedure  for approval of  construction  loans is the same as for
permanent  real estate  loans,  except that an appraiser  evaluates the building
plans, construction specifications and estimates of construction costs. American
also  evaluates the  feasibility  of the proposed  construction  project and the
experience and record of the builder.

         Consumer loans are  underwritten on the basis of the borrower's  credit
history and an analysis of the borrower's income and expenses,  ability to repay
the loan and the value of the collateral, if any.

         Loan  Originations,   Purchases  and  Sales.  Currently,   American  is
originating  both  fixed-rate  and ARM loans for its  portfolio and not with the
intention of selling such loans in the secondary  market.  The documentation for
most of the loans in  American's  portfolio  does not  conform to the  secondary
market standards of the Federal Home Loan Mortgage Corporation  ("FHLMC") or the
Federal National Mortgage Association ("FNMA").

         To  supplement  loan  demand  in  its  primary  market  area,  American
purchases  participation interests in multifamily and nonresidential real estate
loans  originated  and  serviced  by other  financial  institutions.  See "Loans
Secured by Multifamily  Real Estate" and "Loans Secured by  Nonresidential  Real
Estate and Land."  American does not purchase  participation  interests  through
brokers. Recent loan participations have been purchased primarily from a savings
bank and a mortgage  banking  affiliate of a commercial  bank  headquartered  in
Ohio.  Whole loans or participation  interests  purchased by American conform to
American's  underwriting  criteria for loans  originated  by American.  American
intends to  continue  to purchase  loans as  suitable  investment  opportunities
become available.

























                                      -6-
<PAGE>
         The following table presents American's loan origination,  purchase and
sale activity for the periods indicated:

<TABLE>
<CAPTION>
                                                                Year ended June 30,
                                                      2000             1999             1998
                                                      ----             ----             ----
                                                                  (In thousands)
<S>                                                   <C>              <C>             <C>
Loans originated:
  Adjustable-rate:
   One- to four-family real estate                  $ 1,683         $ 3,104           $ 1,499
   Multifamily real estate                              640             750                55
   Nonresidential real estate                         1,577           3,512               528
   Commercial                                         4,311           2,381                 -
                                                     ------          ------            ------
    Total adjustable-rate                             8,211           9,747             2,082

  Fixed-rate:
   One- to four-family real estate                   18,048          17,517            15,022
   Nonresidential real estate                           821           1,644               446
   Consumer                                           2,885           4,296             7,563
                                                     ------          ------            ------
    Total fixed-rate                                 21,754          23,457            23,031

Loans purchased                                       1,875             778             2,183
                                                     ------          ------            ------

    Total loans originated and purchased             31,840          33,982            27,296

Reductions:
   Principal repayments                              19,232          28,170            24,815
   Transfers from loans to real estate
    owned and repossessed assets                          -               -               157
                                                     ------          ------            ------
     Total reductions                                19,232          28,170            24,972
Increase in other items, net (1)                         46              68                90
                                                     ------          ------            ------
Net increase                                        $12,654         $ 5,880           $ 2,414
                                                     ======          ======            ======
</TABLE>

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

(1)  Consists  of  loans  in  process,  unearned  discounts  and  deferred  loan
     origination fees and allowance for loan losses.


         Federal Lending Limit.  OTS  regulations  impose a lending limit on the
aggregate  amount that a savings  association can lend to any one borrower to an
amount equal to 15% of the  association's  total capital for risk-based  capital
purposes  plus any loan  reserves  not already  included in total  capital  (the
"Lending  Limit  Capital").  A savings  association  may loan to one borrower an
additional amount not to exceed 10% of the association's  Lending Limit Capital,
if the  additional  amount  is  fully  secured  by  certain  forms  of  "readily
marketable  collateral."  Real  estate  is not  considered  "readily  marketable
capital." In applying this limit, the regulations  require that loans to certain
related or  affiliated  borrowers  be  aggregated.  An  exception  to this limit
permits  loans of any type to one borrower of up to $500,000.  In addition,  the
OTS, under certain circumstances,  may permit exceptions to the lending limit on
a case-by-case basis.

         Based on the 15% limit,  American was able to lend  approximately  $1.6
million  to one  borrower  at June 30,  2000.  The  largest  loan  American  had
outstanding  to one  borrower  at June 30,  2000,  was  $870,000.  Such loan was
secured by non-residential real estate and was current at June 30, 2000.

         Loan  Origination and Other Fees.  American  realizes loan  origination
fees and other fee income from its lending  activities,  including  late payment
charges, application fees and fees for other miscellaneous services.

         Loan  origination  fees and other fees are a volatile source of income,
varying  with the  volume of  lending,  loan  repayments  and  general  economic
conditions.  All  nonrefundable  loan  origination  fees and certain direct loan
origination  costs are deferred and  recognized in accordance  with Statement of
Financial  Accounting  Standards  ("SFAS") No. 91 as an adjustment to yield over
the life of the related loan.


                                      -7-
<PAGE>

         Delinquent   Loans,   Nonperforming   Assets  and  Classified   Assets.
Delinquent  loans are loans for which  payment has not been  received  within 30
days of the  payment  due date.  Loan  payments  are due on the first day of the
month with the portion of the payment  applicable  to interest to accrue  during
the current month. When loan payments have not been made by the thirtieth of the
month,  late notices are sent.  If payment is not received by the sixtieth  day,
second notices are sent and telephone calls are made to the borrower.  Each loan
bears a late payment  penalty which is, for real estate loans,  assessed as soon
as such loan is more than 30 days delinquent,  and for consumer loans,  assessed
as soon as such loan is more than 15 days delinquent.  The late penalty for real
estate loans is 3% and for consumer loans is 5% of the payment due.

         When a loan  secured by real  estate  becomes  delinquent  more than 90
days, the Board of Directors  reviews the loan and  foreclosure  proceedings are
normally  instituted  and an appraisal of the  collateral is  performed.  If the
appraisal indicates that the value of the collateral is less than the book value
of the loan, a valuation allowance is established for such loan. When a consumer
loan  becomes  more than 90 days  past  due,  American  establishes  a  specific
allowance for loss for the amount of the loan.



























                                      -8-
<PAGE>
         The following table reflects the amount of loans in a delinquent status
at the dates indicated:

<TABLE>
<CAPTION>
                                                             At June 30, 2000
                      Residential real estate    Nonresidential real estate (2)     Consumer and other                Total
                       ----------------------      ---------------------------  ------------------------     ---------------------
                       Number   Amount  % (1)      Number   Amount   % (1)      Number   Amount    % (1)    Number   Amount   % (1)
                       ------   ------  ----       ------   ------   ----       ------   ------    ----     -----    ------   ----
                                                        (Dollars in thousands)
<S>                      <C>      <C>    <C>        <C>      <C>      <C>        <C>       <C>      <C>       <C>       <C>     <C>
Loans delinquent for:
  30-59 days             30    $1,426    1.5%         1       $41       -%        15       $282     .3%        46    $1,749    1.8%
  60-89 days              8       317     .3          -         -       -          5         68     .1         13       385     .4
  90 days and over        4       266     .3          -         -       -          6         15     -          10       281     .3
                         --     -----    ---         --        --      --         ---       ---     --         --     -----    ---
  Total delinquent
  loans                  42    $2,009    2.1%         1       $41       -%        26       $365     .4%        69    $2,415    2.5%
                         ==     =====    ===         ==        ==      ==         ==        ===     ==         ==     =====    ===
</TABLE>


<TABLE>
<CAPTION>
                                                              At June 30, 1999
                      Residential real estate    Nonresidential real estate (2)     Consumer and other                Total
                       ----------------------      ---------------------------  ------------------------     ---------------------
                       Number   Amount  % (1)      Number   Amount   % (1)      Number   Amount    % (1)    Number   Amount   % (1)
                       ------   ------  ----       ------   ------   ----       ------   ------    ----     -----    ------   ----
                                                        (Dollars in thousands)
<S>                      <C>      <C>    <C>        <C>      <C>      <C>        <C>       <C>      <C>       <C>       <C>     <C>

Loans delinquent for:
  30-59 days             28     $1,282    1.5%        -       $ -       -%         13     $259      .3%       41     $1,541    1.8%
  60-89 days              8        247     .3         -         -       -           9       85      .1        17        332     .4
  90 days and over       10        287     .3         -         -       -          10       92      .1        20        379     .4
                         --      -----    ---        --        --      --          --      ---      --        --      -----    ---
  Total delinquent
  loans                  46     $1,816    2.1%        -       $ -       -%         32     $436      .5%       78     $2,252    2.6%
                         ==      =====    ===        ==        ==      ==          ==      ===      ==        ==      =====    ===
</TABLE>


<TABLE>
<CAPTION>
                                                             At June 30, 1998
                      Residential real estate    Nonresidential real estate (2)     Consumer and other                Total
                       ----------------------      ---------------------------  ------------------------     ---------------------
                       Number   Amount  % (1)      Number   Amount   % (1)      Number   Amount    % (1)    Number   Amount   % (1)
                       ------   ------  ----       ------   ------   ----       ------   ------    ----     -----    ------   ----
                                                        (Dollars in thousands)
<S>                      <C>      <C>    <C>        <C>      <C>      <C>        <C>       <C>      <C>       <C>       <C>     <C>

Loans delinquent for:
  30-59 days             40    $1,117    1.4%         -      $ -       -%         13      $ 60       .1%      53     $1,177    1.5%
  60-89 days              7       276     .4          -        -       -           4        24       -        11        300     .4
  90 days and over        8       168     .2          -        -       -          12        72       .1       20        240     .3
                        ---     -----    ---         --      ---      --         ---       ---      ---      ---      -----    ---
  Total delinquent
  loans                  55    $1,561    2.0%         -      $ -       -%         29      $156       .2%      84     $1,717    2.2%
                        ===     =====    ===         ==      ===      ==         ===       ===      ===      ===      =====    ===
</TABLE>

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

(1)  Percentages correlate to total loans before net items.

(2)  Includes land loans.



                                      -9-
<PAGE>

         Nonperforming  assets include  non-accrual loans,  accruing loans which
are  delinquent 90 days or more,  restructured  loans,  real estate  acquired by
foreclosure or by deed-in-lieu  thereof and repossessed assets. Loans are placed
on non-accrual  status when, in the judgment of management,  the  probability of
collection of interest is deemed insufficient to warrant further accrual.

         The following table sets forth  information with respect to the accrual
and nonaccrual status of American's loans and other nonperforming  assets at the
dates indicated:
<TABLE>
<CAPTION>

                                                                        At June 30,
                                                         2000               1999              1998
                                                         ----               ----              ----
                                                                   (Dollars in thousands)
<S>                                                      <C>                <C>                 <C>
Non-accrual loans                                        $229                $261              $168

Accruing loans delinquent
  90 days or more                                          52                 118                72
                                                          ---                 ---               ---

   Total nonperforming loans                              281                 379               240


Real estate acquired through foreclosure                    -                   -               157
                                                          ---                 ---               ---

  Total nonperforming assets                             $281                $379              $397
                                                          ===                 ===               ===

  Allowance for loan losses                              $723                $733              $759
                                                          ===                 ===               ===

  Nonperforming assets as a percent
    of  total assets                                      .21%                .31%              .34%

  Allowance for loan losses as a percent of
    nonperforming loans                                257.30%             193.40%           316.25%

  Allowance for loan losses as a percent of
    nonperforming assets                               257.30%             193.40%           191.18%
</TABLE>


         For the year ended June 30, 2000,  gross interest income which American
would have recorded had non-accrual  loans been current in accordance with their
original  terms  was  $3,000,  and  American  recorded  $1,000  in  interest  on
non-accrual loans during such period.

         American  classifies real estate it acquires as a result of foreclosure
proceedings  as real  estate  owned  ("REO")  until  it is sold.  When  American
acquires a property,  it records the property at its estimated fair value,  less
estimated  selling  expenses,  at the date of  acquisition,  and any  write-down
resulting  therefrom  is  charged to the  allowance  for loan  losses.  Interest
accrual,  if any,  ceases  no later  than the  date of  acquisition  of the real
estate,  and American  expenses all costs incurred from such date in maintaining
the property.  American capitalizes, to the extent of fair value, costs relating
to the development and improvement of the property.

         American  classifies  its own assets on a regular  basis in  accordance
with  federal  regulations.  Problem  assets are  classified  as  "substandard,"
"doubtful" or "loss."  "Substandard"  assets have one or more defined weaknesses
and are  characterized  by the distinct  possibility  that American will sustain
some loss if the deficiencies are not corrected. "Doubtful" assets have the same
weaknesses as "substandard" assets, with the additional characteristics that (i)
the weaknesses  make collection or liquidation in full on the basis of currently
existing  facts,  conditions  and values  questionable  and (ii) there is a high
possibility  of  loss.   American   considers  an  asset  classified  "loss"  as
uncollectible  and of such  little  value  that its  continuance  as an asset of
American is not warranted.


                                      -10-

<PAGE>
         The  aggregate  amounts of  American's  classified  assets at the dates
indicated were as follows:

<TABLE>
<CAPTION>
                                                     At June 30,
                                          2000           1999               1998
                                          ----           ----               ----
                                                    (In thousands)
<S>                                        <C>          <C>                 <C>
Classified assets
  Substandard                             $245           $321             $  993
  Loss                                       -              -                  8
                                           ---            ---              -----
   Total classified assets                $245           $321             $1,001
                                           ===            ===              =====
</TABLE>


         American  establishes  general  allowances  for loan  losses  for loans
classified  as  substandard  or doubtful.  Generally,  American  charges off the
portion of any real estate loan  deemed to be  uncollectible,  whereas it uses a
loss classification and corresponding reserve for consumer loans.

         American analyzes each classified asset on a monthly basis to determine
whether changes in the  classifications are appropriate under the circumstances.
This  classification  analysis  focuses on a variety of factors,  including  the
amount of any  delinquency and the reasons for the  delinquency,  the use of the
real estate  securing the loan,  the status of the  borrower  and the  appraised
value  of the  real  estate.  As  such  factors  change,  American  changes  the
classification of the asset accordingly.

         Allowance for Loan Losses.  Senior  management,  with  oversight by the
Board of Directors,  reviews on a monthly basis the allowance for loan losses as
it relates to a number of relevant factors including, but not limited to, trends
in the level of  delinquent  and  nonperforming  assets  and  classified  loans,
current and anticipated  economic conditions in American's primary lending area,
such as unemployment data and the consumer price index, past loss experience and
losses arising from specific problem assets. To a lesser extent, management also
considers loan concentrations to single borrowers and changes in the composition
of the  loan  portfolio.  While  management  believes  that  it  uses  the  best
information  available to determine the  allowance  for loan losses,  unforeseen
market  conditions  could  result  in  adjustments,  and net  earnings  could be
adversely  affected if circumstances  differ  substantially from the assumptions
used in making the final determination.





















                                      -11-
<PAGE>


         The following table sets forth an analysis of American's  allowance for
loan losses for the periods indicated:

<TABLE>
<CAPTION>                                                                 For the year ended June 30,
                                                              2000          1999         1998
                                                              ----          ----         ----
                                                                   (Dollars in thousands)
<S>                                                           <C>             <C>         <C>
Balance at beginning of period                                $733           $759         $820
Charge-offs:
  Residential real estate loans (1)                             (1)           (14)         (47)
  Consumer loans                                               (10)           (11)          (9)
                                                               ---            ---          ---
  Total charge-offs                                            (11)           (25)         (56)
Provision for (recoveries of) losses on loans                    1             (1)          (5)
                                                               ---            ---          ---
  Balance at end of period                                    $723           $733         $759
                                                               ===            ===          ===

  Ratio of net charge-offs to average loans
     outstanding during the period                             .01%           .03%         .07%
</TABLE>

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

(1)  Includes multifamily loans.


         The following  table sets forth the allocation of American's  allowance
for loan losses by type of loan at the dates indicated:

<TABLE>
<CAPTION>
                                                                         At June 30,
                                                2000                         1999                           1998
                                                ----                         ----                           ----
                                                    Percent of                     Percent of                    Percent of
                                                   loans in each                 loans in each                  loans in each
                                                    category to                   category to                    category to
                                         Amount     total loans      Amount       total loans       Amount       total loans
                                         ------     -----------      ------       -----------       ------       -----------
                                                                       (Dollars in thousands)
<S>                                        <C>          <C>           <C>            <C>             <C>               <C>
Balance at year end applicable to:
   Real estate loans                       $ 12          95.8%        $ 13             95.4%          $47             94.3%
   Consumer and other loans                  16           4.2            3              4.6            11              5.7
   Unallocated                              695             -          717                -           701                -
                                            ---         -----          ---            -----           ---            -----
   Total                                   $723         100.0%        $733            100.0%         $759            100.0%
                                            ===         =====          ===            =====           ===            =====
</TABLE>


Investment Activities

         OTS  regulations  require that  American  maintain a minimum  amount of
liquid assets, which may be invested in U.S. Treasury obligations, securities of
various federal  agencies,  certificates  of deposit at insured banks,  bankers'
acceptances and federal funds. American is also permitted to make investments in
certain  commercial  paper,  corporate debt securities  rated in one of the four
highest  rating  categories  by one or more  nationally  recognized  statistical
rating  organizations,  and mutual funds, as well as other investments permitted
by federal regulations. See "REGULATION."










                                      -12-
<PAGE>

         The  following   table  sets  forth  the   composition   of  American's
investments, other than mortgage-backed securities, at the dates indicated:

<TABLE>
<CAPTION>
                                                                         At June 30,
                                                    2000                     1999                      1998
                                                    ----                     ----                      ----
                                           Carrying      Percent     Carrying     Percent     Carrying     Percent
                                             Value      of total       Value      of total     Value       of total
                                             -----      --------       -----      --------     -----       --------
                                                                     (Dollars in thousands)
<S>                                           <C>           <C>          <C>         <C>        <C>           <C>
Investments designated as held to maturity:
    Interest-bearing deposits in other
      financial institutions (1)             $ 4,152        17.9%     $  7,393        27.6%     $15,399       56.5%

Investments designated as available for sale:
    U.S. Government agency obligations        18,263        78.5        18,133        67.8       10,766       39.5
    Corporate equity securities                  120          .5           137          .5          128         .5
    FHLMC stock                                  729         3.1         1,102         4.1          941        3.5
                                              ------       -----        ------       -----       ------      -----

    Total investments designated
      as available for sale                   19,112        82.1        19,372        72.4       11,835       43.5
                                              ------       -----        ------       -----       ------      -----

Total investments                            $23,264       100.0%      $26,765       100.0%     $27,234      100.0%
                                              ======       =====        ======       =====       ======      =====
</TABLE>

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

(1)  Includes interest-bearing deposits and certificates of deposit.


         The following  table sets forth  information  regarding the maturities,
book value and weighted  average  yields of  American's  investment  securities,
other than mortgage-backed securities, at June 30, 2000:

<TABLE>
<CAPTION>
                                      Maturing in                   Maturing in
                                       5-10 Years                   10-20 Years                      Total
                                                Weighted                     Weighted
                                 Amortized       average      Amortized       average       Amortized     Market
                                   cost           yield          cost          yield           cost         value
                                  -------        -------       -------        -------        -------      --------
                                                                 (Dollars in thousands)
<S>                                <C>            <C>            <C>           <C>             <C>           <C>
Investments designated as
  available for sale:
  U.S. Government
    agency obligations           $13,786         6.37%         $5,746         7.14%         $19,532       $18,263
  Corporate equity securities          -           -                -           -               169           120
  FHLMC stock                          -           -                -           -                18           729
                                  ------         ----           -----         ----          -------        ------
       Total                     $13,786         6.37%         $5,746         7.14%         $19,719       $19,112
                                  ======         ====           =====         ====           ======        ======
</TABLE>


         In addition to the foregoing investment  securities,  American has been
an  active  purchaser  of   mortgage-backed   securities.   At  June  30,  2000,
mortgage-backed  securities totaled $8.6 million,  or 6.5 % of total assets. All
of   the    mortgage-backed    securities    in    American's    portfolio   are
government-guaranteed   securities,  including  participations  or  pass-through
securities issued by the Government National Mortgage Association ("GNMA"),  the
FHLMC or the FNMA, and collateralized mortgage obligations ("CMOs").






                                      -13-
<PAGE>


         American generally purchases mortgage-backed  securities at or near par
in order to avoid  prepayment  risk.  The following  table sets forth details of
American's investment in mortgage-backed securities, of which all are designated
as available for sale, at the dates indicated.
<TABLE>
<CAPTION>

                                                At June 30, 2000                                   At June 30, 1999
                              --------------------------------------------------   -----------------------------------------------
                                              Gross        Gross                                   Gross       Gross
                               Amortized   unrealized   unrealized    Estimated    Amortized    unrealized  unrealized  Estimated
                                 cost         gains       losses     fair value      cost         gains      losses     fair value
                              ----------   ----------   ----------   -----------  ----------   ----------   ----------  ----------
                                                                        (In thousands)
<S>                              <C>          <C>          <C>         <C>           <C>            <C>         <C>          <C>
Available for sale:
  FHLMC participation
     certificates              $1,020          $ 5         $  9       $1,016       $ 1,266          $18         $12     $  1,272
  FNMA participation
     certificates                 931            3           37          897         1,035            8          35        1,008
  GNMA participation
     certificates               2,596           15           56        2,555         3,301           35          43        3,293
  Collateralized mortgage
     obligations                4,359            -          211        4,148         4,649           13           3        4,659
                                -----           --          ---        -----        ------           --          --       ------
    Total mortgage-backed
    securities                 $8,906          $23         $313       $8,616       $10,251          $74         $93      $10,232
                                =====           ==          ===        =====        ======           ==          ==       ======

</TABLE>





<TABLE>
<CAPTION>

                                                At June 30, 1998
                               --------------------------------------------------
                                              Gross       Gross
                               Amortized    unrealized   unrealized     Estimated
                                  cost        gains       losses       fair value
                               ----------   ----------   ----------   -----------
                                               (In thousands)
<S>                                <C>         <C>         <C>            <C>
Available for sale:
  FHLMC participation
     certificates                $2,007       $  41        $  4         $2,044
  FNMA participation
     certificates                   850          26           9            867
  GNMA participation
     certificates                 4,919          86           3          5,002
  Collateralized mortgage
     obligations                  1,014           4           7          1,011
                                  -----        ----         ---          -----
    Total mortgage-backed
    securities                   $8,790        $157        $ 23         $8,924
                                  =====         ===         ===          =====

</TABLE>








                                      -14-
<PAGE>


Deposits and Borrowings

         General.  American's  primary  source of funds for use in  lending  and
other  investment  activities  is deposits.  In addition to  deposits,  American
derives  funds from  interest  payments and  principal  repayments  on loans and
mortgage-backed  securities and income on interest-earning assets. Loan payments
are a relatively  stable  source of funds,  while  deposit  inflows and outflows
fluctuate more in response to changes in general interest rates and money market
conditions.

         Deposits.  American  attracts  deposits  principally  from  within  its
primary  market  area  through  the  offering  of a broad  selection  of deposit
instruments,  including  NOW accounts,  demand  deposit  accounts,  money market
deposit  accounts,  money market checking  accounts,  passbook savings accounts,
term  certificate   accounts  and  individual   retirement   accounts  ("IRAs").
American's management periodically establishes the interest rates paid, maturity
terms,  service fees and withdrawal  penalties for the various types of accounts
based on American's liquidity requirements, growth goals and interest rates paid
by competitors. American does not use brokers to attract deposits. The amount of
deposits from outside American's primary market area is not significant.

         The  following  table sets forth the dollar  amount of  deposits in the
various types of accounts offered by American at the dates indicated:

<TABLE>
<CAPTION>
                                                                 At June 30,
                                           2000                       1999                       1998
                                           ----                       ----                       ----
                                                 Percent                   Percent                     Percent
                                                 of total                  of total                   of total
                                    Amount       deposits     Amount       deposits      Amount       deposits
                                    ------       --------     ------       --------      ------       --------
                                                              (Dollars in thousands)
<S>                                  <C>            <C>         <C>          <C>          <C>            <C>
  Transaction accounts:
    Passbook accounts             $  7,735           7.0%    $  7,862         7.8%      $ 7,440          8.0%
    Demand, NOW and Super NOW
     accounts                        7,237           6.6        6,680         6.6         5,867          6.3
    Money market deposit
     accounts                       15,790          14.4       11,785        11.7         7,999          8.5
                                   -------         -----      -------       -----        ------        -----

      Total transaction             30,762          28.0       26,327        26.1        21,306         22.8
        accounts

  Certificates of deposit:
     3.00 - 3.99%                        -            -           278          .3             -           -
     4.00 - 4.99%                      310            .3        5,146         5.1           421           .5
     5.00 - 5.99%                   76,022          69.1       57,094        56.6        45,033         48.2
     6.00 - 6.99%                    2,818           2.6       12,018        11.9        26,630         28.5
     7.00 - 7.99%                       30            -            31          -             31           -
     8.00 - 8.99%                       65            -            60          -             56           -
                                   -------         -----     --------       -----        ------        -----

      Total certificates of
       deposit                      79,245          72.0       74,627        73.9        72,171         77.2
                                   -------         -----      -------       -----        ------        -----

    Total deposits                $110,007         100.0%    $100,954       100.0%      $93,477        100.0%
                                   =======         =====      =======       =====        ======        =====
</TABLE>






                                      -15-
<PAGE>

         The following  table sets forth the remaining  maturities of American's
certificates of deposit at the dates indicated:

<TABLE>
<CAPTION>
                                                        June 30,
                                        2000              1999                1998
                                        ----              ----                ----
                                                      (In thousands)
<S>                                      <C>                 <C>               <C>
  Less than one year                    $52,822           $46,943            $51,581
  One to two years                       25,108            23,448             18,247
  Two to three years                      1,091             3,870              1,928
  Over three years                          224               366                415
                                         ------            ------             ------
                                        $79,245           $74,627            $72,171
                                         ======            ======             ======
</TABLE>


         The following  table presents the amount of American's  certificates of
deposit of $100,000  or more by the time  remaining  until  maturity at June 30,
2000:

<TABLE>
<CAPTION>
                                                                         At June 30, 2000
                                                                         ----------------
<S>                                                                             <C>
  Certificates  of deposit  with  balances of $100,000                    (In  thousands)
     or more maturing in quarter ending (1):
      September 30, 2000                                                       $ 1,717
      December 31, 2000                                                          3,748
      March 31, 2001                                                             1,277
      June 30, 2001                                                              2,590
      After  June 30, 2001                                                       3,966
                                                                                ------

       Total certificates of deposit with balances of $100,000 or more         $13,298
                                                                                ======
</TABLE>

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

(1)  Account balances over $100,000 are not insured by the FDIC.


         The  following  table sets forth  American's  deposit  account  balance
activity for the periods indicated:

<TABLE>
<CAPTION>
                                                Year ended June 30,
                                  2000                1999                 1998
                                  ----                ----                 ----
                                             (Dollars in thousands)
<S>                                <C>                 <C>                  <C>
  Beginning balance             $100,954            $ 93,477             $ 89,752
  Deposits                       277,401             197,010              120,166
  Withdrawals                   (272,254)           (193,307)            (119,802)
  Interest credited                3,906               3,774                3,361
                                 -------             -------              -------
  Ending balance                $110,007            $100,954             $ 93,477
                                 =======             =======              =======

  Net increase                  $  9,053            $  7,477             $  3,725
                                 =======             =======              =======
  Percent increase                  9.00%               8.00%                4.15%
                                    ====                ====                 ====
</TABLE>


         Borrowings. American's other sources of funds include advances from the
FHLB. As a member of the FHLB of Cincinnati, American is required to own capital
stock in the FHLB of Cincinnati and is authorized to apply for advances from the
FHLB. Each FHLB credit program has its own interest rate,  which may be fixed or
variable,  and range of maturities.  The FHLB may prescribe the acceptable  uses
for these  advances,  as well as  limitations  on the size of the  advances  and
repayment provisions.





                                      -16-
<PAGE>

         The  following  table sets forth certain  information  as to American's
FHLB advances and ASB's other borrowings at the dates indicated:

<TABLE>
<CAPTION>
                                                                          At June 30,
                                                     2000                     1999                   1998
                                                     ----                     ----                   ----
                                                                   (Dollars in thousands)
<S>                                                   <C>                     <C>                    <C>
FHLB advances                                        $7,790                 $5,823                 $4,354
Weighted  average  interest  rate  of FHLB
   advances                                           5.85%                   5.06%                  5.16%

Other borrowed money                                 $   -                  $    -                 $2,500
Weighted  average  interest  rate of other
   borrowed money                                        -%                      -%                  8.50%

</TABLE>


         The following  table sets forth the maximum balance and average balance
of FHLB advances and other borrowings during the periods indicated:

<TABLE>
<CAPTION>
                                                                        Year ended June 30,
                                                     2000                     1999                     1998
                                                     ----                     ----                     ----
                                                                     (Dollars in thousands)
FHLB advances:
<S>                                                    <C>                      <C>                      <C>
   Maximum balance                                   $7,807                   $5,841                   $4,354
   Average balance                                   $6,884                   $5,454                   $3,130
   Weighted average interest rate                     5.72%                     5.10%                    5.90%

Other borrowed money:
   Maximum balance                                   $   -                    $2,500                   $2,500
   Average balance                                   $   -                    $  438                   $  378
   Weighted average interest rate                        -%                     8.44%                    8.84%

</TABLE>

Competition

         American  competes  for  deposits  with other  savings  banks,  savings
associations,  commercial  banks  and  credit  unions  and with the  issuers  of
commercial  paper and other  securities,  such as shares in money market  mutual
funds.  The primary  factors in competing  for  deposits are interest  rates and
convenience of office location.  In making loans,  American  competes with other
savings  banks,  savings   associations,   commercial  banks,  consumer  finance
companies, credit unions, leasing companies and other lenders. American competes
for loan  originations  primarily  through the  interest  rates and loan fees it
charges  and  through  the  efficiency  and  quality of  services it provides to
borrowers.  Competition  is intense and is affected by, among other things,  the
general  availability of lendable funds,  general and local economic conditions,
current   interest   rate  levels  and  other  factors  which  are  not  readily
predictable.

Subsidiary Activities

         American  has  one  wholly-owned  subsidiary,   A.S.L.  Services,  Inc.
("ASL"),  which owns stock in American's data processing  service  provider.  At
June 30,  2000,  the stock held by the service  corporation  had a book value of
$15,000. Additionally, ASL maintains an $18,000 investment in the Money Concepts
Financial  Planning  Center,  bringing the total assets of ASL to  approximately
$33,000 at June 30, 2000.

Personnel

         As of June 30,  2000,  American had 23  full-time  employees  and eight
part-time  employees.  American  believes that  relations with its employees are
excellent.  American offers health,  disability and life benefits and retirement
plan benefits. None of the employees of American are represented by a collective
bargaining unit.


                                      -17-
<PAGE>

                                   REGULATION

General

         As a savings and loan  holding  company  within the meaning of the Home
Owners  Loan Act,  as  amended  (the  "HOLA").  ASB is  subject  to  regulation,
examination and oversight by the OTS and must submit periodic reports to the OTS
concerning its activities and financial condition. In addition, as a corporation
organized  under Ohio law, ASB is subject to provisions of the Ohio Revised Code
applicable to corporations generally.

         As a federal  savings  association,  American is subject to  regulatory
oversight by the OTS and, because  American's  deposits are insured by the FDIC,
American is also subject to  examination  and  regulation by the FDIC.  American
must file periodic  reports with the OTS concerning its activities and financial
condition.  Examinations  are conducted  periodically by the OTS and the FDIC to
determine whether American is in compliance with various regulatory requirements
and is operating in a safe and sound manner. American is a member of the FHLB of
Cincinnati.

         On November 12, 1999,  the  Gramm-Leach-Bliley  Act (the "GLB Act") was
enacted into law. The GLB Act repealed  prior laws that had generally  prevented
banks  from  affiliating  with  securities  and  insurance  firms and made other
significant  changes  in the  financial  services  in  which  various  types  of
financial institutions may engage.

         Prior to the GLB Act, unitary savings and loan holding  companies which
met certain  requirements were the only financial  institution holding companies
that were permitted to engage in any type of business  activity,  whether or not
the activity was a financial  service.  The GLB Act continues those broad powers
for unitary thrift holding companies in existence on May 4, 1999, including ASB.
Any thrift holding company formed after May 4, 1999, however, will be subject to
the same restrictions as multiple thrift holding companies,  which generally are
limited to activities  that are  considered  incidental to banking.  The GLB Act
authorizes a new "financial  holding  company,"  which can own banks and thrifts
and which is also  permitted  to engage in a variety  of  financial  activities,
including insurance and securities  underwriting and agency activities,  as long
as the depository  institutions it owns are well  capitalized,  well managed and
meet certain other tests.

         The GLB Act is not expected to have a material effect on the activities
in  which  ASB  and  American  currently  engage,  except  to  the  extent  that
competition  from other types of  financial  institutions  may  increase as they
engage in activities not permitted prior to enactment of the GLB Act.

Office of Thrift Supervision

         Regulatory   Capital   Requirements.   American   is  required  by  OTS
regulations to meet certain minimum capital  requirements.  The tangible capital
requirement  requires savings associations to maintain "tangible capital" of not
less than 1.5% of their  adjusted total assets.  Tangible  capital is defined in
OTS regulations as core capital minus any intangible assets.

         "Core capital" is comprised of common  stockholders'  equity (including
retained earnings),  noncumulative preferred stock and related surplus, minority
interests in consolidated  subsidiaries,  certain  nonwithdrawable  accounts and
pledged  deposits  of  mutual  associations.  OTS  regulations  require  savings
associations  to maintain  core capital of at least 4% of their  adjusted  total
assets,  except  for  associations  with  the  highest  examination  rating  and
acceptable levels of risk.

         OTS regulations require that savings associations  maintain "risk-based
capital" in an amount not less than 8% of their risk-weighted assets. Risk-based
capital is defined as core  capital plus  certain  additional  items of capital,
which in the case of American includes a general loan loss allowance of $723,000
at June 30, 2000.  The OTS may adjust the risk-based  capital  requirement on an
individualized  basis to take into account risks due to concentrations of credit
and non-traditional activities.

         The OTS has adopted  regulations  governing prompt corrective action to
resolve  the  problems  of capital  deficient  and  otherwise  troubled  savings
associations.   At  each  successively   lower  defined  capital  category,   an
association  is subject  to more  restrictive  and more  numerous  mandatory  or
discretionary  regulatory actions or limits, and the OTS has less flexibility in
determining how to resolve the problems of the institution. In addition, the OTS


                                      -18-
<PAGE>

generally can downgrade an association's  capital category,  notwithstanding its
capital level, if, after notice and opportunity for hearing,  the association is
deemed to be  engaging  in an  unsafe or  unsound  practice  because  it has not
corrected  deficiencies  that resulted in it receiving a less than  satisfactory
examination  rating on matters  other  than  capital or it is deemed to be in an
unsafe or  unsound  condition.  American's  capital  at June 30,  2000,  met the
standards for the highest category, a "well-capitalized" institution.

         Liquidity.  OTS regulations require that a savings association maintain
a minimum daily balance of liquid assets (such as cash,  certain time  deposits,
bankers'  acceptances and specified United States  government,  state or federal
agency obligations) of not less than 4% of its net withdrawable savings deposits
plus borrowings  payable in one year or less computed as of the end of the prior
quarter or based on the average daily balance during the prior quarter. Monetary
penalties  may be imposed  upon  associations  failing  to meet these  liquidity
requirements.  The  eligible  liquidity  of  American  at  June  30,  2000,  was
approximately  $23.6  million,  or  20.5%,  and  exceeded  the  applicable  4.0%
percentage liquidity requirement by approximately $19.0 million.

         Qualified Thrift Lender Test. Savings associations must meet one of two
tests in order to be a qualified thrift lender ("QTL").  The first test requires
a savings  association  to maintain a specified  level of  investments in assets
that are designated as qualifying thrift investments ("QTIs").  Generally,  QTIs
are assets related to domestic  residential real estate and manufactured housing
and include  credit card,  student and small  business loans and stock issued by
any FHLB,  the FHLMC or the FNMA.  Under the QTL test,  65% of an  institution's
"portfolio assets" (total assets less goodwill and other  intangibles,  property
used to conduct  business  and 20% of liquid  assets)  must  consist of QTI on a
monthly average basis in nine out of every 12 months.  The second test permits a
savings  association  to qualify as a QTL by meeting the definition of "domestic
building  and loan  association"  under the Internal  Revenue  Code of 1986,  as
amended (the "Code").  In order for an  institution  to meet the definition of a
"domestic  building and loan  association"  under the Code, at least 60% of such
institution's assets must consist of specified types of property, including cash
loans  secured by  residential  real estate or deposits,  educational  loans and
certain governmental obligations.  The OTS may grant exceptions to the QTL tests
under certain  circumstances.  If a savings association fails to meet one of the
QTL tests,  the  association  and its holding  company become subject to certain
operating and regulatory restrictions.  A savings association that fails to meet
one of the QTL tests will not be  eligible  for new FHLB  advances.  At June 30,
2000, American qualified as a QTL.

         Lending Limit.  OTS regulations  generally  limit the aggregate  amount
that a savings association can lend to one borrower to an amount equal to 15% of
the association's  Lending Limit Capital. A savings  association may lend to one
borrower an  additional  amount not to exceed 10% of the  association's  Lending
Limit  Capital,  if the  additional  amount is fully secured by certain forms of
"readily  marketable   collateral."  Real  estate  is  not  considered  "readily
marketable  collateral."  Certain  types of loans are not subject to the lending
limit. A general  exception to the 15% limit  provides that an  association  may
lend to one borrower up to $500,000,  for any purpose.  In applying the limit on
loans to one borrower,  the  regulations  require that loans to certain  related
borrowers be aggregated.  At June 30, 2000, American was in compliance with this
lending limit.

         Transactions with Insiders and Affiliates. Loans to executive officers,
directors and principal shareholders and their related interests must conform to
the  lending  limit on loans to one  borrower,  and the  total of such  loans to
executive  officers,   directors,   principal  shareholders  and  their  related
interests  cannot  exceed the  association's  Lending  Limit Capital (or 200% of
Lending Limit Capital for qualifying institutions with less than $100 million in
deposits).   Most  loans  to   directors,   executive   officers  and  principal
shareholders  must be approved  in advance by a majority of the  "disinterested"
members of the board of  directors  of the  association,  with any  "interested"
director  not  participating.  All loans to  directors,  executive  officers and
principal  shareholders must be made on terms  substantially the same as offered
in  comparable  transactions  with  the  general  public  or as  offered  to all
employees in a company-wide benefit program, and loans to executive officers are
subject  to  additional  limitations.  American  was  in  compliance  with  such
restrictions at June 30, 2000.

         All transactions between savings associations and their affiliates must
comply with  Sections  23A and 23B of the Federal  Reserve Act (the  "FRA").  An
affiliate of a savings  association is any company or entity that  controls,  is
controlled by or is under common control with the savings association. ASB is an
affiliate of American.  Generally, Sections 23A and 23B of the FRA (i) limit the
extent to which a savings association or its subsidiaries may engage in "covered
transactions"  with  any  one  affiliate  to an  amount  equal  to 10%  of  such
institution's  capital  stock and surplus,  (ii) limit the aggregate of all such
transactions with all affiliates to an amount equal to 20% of such capital stock
and  surplus,  and  (iii)  require  that  all  such  transactions  be  on  terms
substantially  the same, or at least as favorable to the  association,  as those
provided in transactions  with a non-affiliate.  The term "covered  transaction"
includes the making of loans,  purchasing of assets, issuance of a guarantee and
other similar types of  transactions.  In addition to the limits in Sections 23A
and 23B,  a  savings  association  may not make any loan or other  extension  of
credit to an  affiliate  unless  the  affiliate  is engaged  only in  activities
permissible  for a bank  holding  company  and may not  purchase  or  invest  in
securities  of any  affiliate  except  shares of a  subsidiary.  American was in
compliance with these requirements and restrictions at June 30, 2000.


                                      -19-
<PAGE>

         Limitations  on  Capital   Distributions.   The  OTS  imposes   various
restrictions  or  requirements  on the ability of  associations  to make capital
distributions.  Capital distributions include,  without limitation,  payments of
cash dividends,  repurchases and certain other acquisitions by an association of
its shares and payments to stockholders of another association in an acquisition
of such other association.

         An  application  must be submitted  and  approval  from the OTS must be
obtained  by a  subsidiary  of a savings  and loan  holding  company  (i) if the
proposed  distribution would cause total  distributions for the calendar year to
exceed net income for that year to date plus the savings association's  retained
net income for that year to date plus the retained net income for the  preceding
two  years;  (ii) if the  savings  association  will not be at least  adequately
capitalized   following  the  capital   distribution;   (iii)  if  the  proposed
distribution  would violate a prohibition  contained in any applicable  statute,
regulation  or  agreement  between the savings  association  and the OTS (or the
FDIC),  or  violate  a  condition  imposed  on  the  savings  association  in an
OTS-approved  application or notice.  If a savings  association  subsidiary of a
holding  company is not required to file an  application,  it must file a 30-day
notice of the proposed capital distribution with the OTS.

         Holding  Company  Regulation.  As a savings  and loan  holding  company
within the meaning of the HOLA, ASB has  registered  with the OTS and is subject
to OTS regulations, examination, supervision and reporting requirements.

         The HOLA  generally  prohibits a savings and loan holding  company from
controlling any other savings  association or savings and loan holding  company,
without prior  approval of the OTS, or from  acquiring or retaining more than 5%
of the voting shares of a savings association or holding company thereof,  which
is not a  subsidiary.  Under certain  circumstances,  a savings and loan holding
company is permitted to acquire,  with the approval of the OTS, up to 15% of the
previously unissued voting shares of an undercapitalized savings association for
cash without  such savings  association  being deemed to be  controlled  by ASB.
Except  with the prior  approval of the OTS, no director or officer of a savings
and loan holding  company or person owning or  controlling by proxy or otherwise
more than 25% of such holding  company's  stock may also acquire  control of any
savings institution,  other than a subsidiary institution,  or any other savings
and loan holding company.

         As a unitary  savings and loan  holding  company in existence on May 4,
1999, ASB generally has no restrictions on its activities. If the OTS determines
that there is reasonable cause to believe that the continuation by a savings and
loan holding company of an activity  constitutes a serious risk to the financial
safety,  soundness or stability of its subsidiary savings association,  however,
the OTS may impose such  restrictions as deemed  necessary to address such risk,
including  limiting (i) payment of dividends  by the savings  association,  (ii)
transactions  between the savings association and its affiliates,  and (iii) any
activities of the savings  association that might create a serious risk that the
liabilities of ASB and its affiliates may be imposed on the savings association.
Notwithstanding  the foregoing rules as to permissible  business activities of a
unitary savings and loan holding company, if the savings association  subsidiary
of a holding  company fails to meet the QTL test,  then such unitary savings and
loan  holding  company  would  become  subject  to the  activities  restrictions
applicable to multiple holding companies. At June 30, 2000, American met the QTL
test.

         Federal  Regulation of Acquisitions of Control of ASB and American.  In
addition  to the Ohio law  limitations  on the  merger and  acquisition  of ASB,
federal  limitations  generally require  regulatory  approval of acquisitions at
specified  levels.  Under  pertinent  federal  law and  regulations,  no person,
directly or indirectly, or acting in concert with others, may acquire control of
American or ASB without 60 days' prior notice to the OTS. "Control" is generally
defined as having more than 25% ownership or voting power; however, ownership or
voting power of more than 10% may be deemed  "control" if certain factors are in
place. If the  acquisition of control is by a company,  the acquiror must obtain
approval, rather than give notice, of the acquisition.

Federal Deposit Insurance Corporation

         Deposit Insurance and Assessments.  The FDIC is an independent  federal
agency  that  insures  the  deposits,  up to  prescribed  statutory  limits,  of
federally  insured banks and savings and loan  associations  and  safeguards the
safety and  soundness of the banking and savings and loan  industries.  The FDIC
administers two separate  insurance  funds,  the Bank Insurance Fund ("BIF") for
commercial banks and state savings banks and the SAIF for savings  associations.
American  is a member of the SAIF and its  deposit  accounts  are insured by the
FDIC up to the prescribed  limits.  The FDIC has examination  authority over all
insured  depository  institutions,  including  American,  and has  authority  to
initiate enforcement actions against  federally-insured  savings associations if
the FDIC does not  believe  the OTS has taken  appropriate  action to  safeguard
safety and soundness and the deposit insurance fund.


                                      -20-
<PAGE>

         The FDIC is required to maintain  designated  levels of reserves in the
SAIF and in the BIF. The FDIC may increase  assessment  rates for either fund if
necessary  to restore the fund's  ratio of  reserves to insured  deposits to its
target level within a reasonable time and may decrease such rates if such target
level has been met. The FDIC has established a risk-based  assessment system for
both SAIF and BIF members. Under this system, assessments vary based on the risk
the  institution  poses  to its  deposit  insurance  fund.  The  risk  level  is
determined  based on the  institution's  capital  level and the FDIC's  level of
supervisory concern about the institution.

Federal Reserve Requirements

         FRB regulations require savings associations to maintain reserves of 3%
of net  transaction  accounts  (primarily  NOW  accounts)  up to  $44.3  million
(subject to an exemption of up to $5.0 million),  and of 10% of net  transaction
accounts  in  excess  of  $44.3  million.  At June  30,  2000,  American  was in
compliance with the reserve requirements.

Federal Home Loan Banks

         The FHLBs  provide  credit to their  members  in the form of  advances.
American is a member of the FHLB of  Cincinnati  and must maintain an investment
in the capital stock of the FHLB of Cincinnati in an amount equal to the greater
of 1.0% of the aggregate outstanding principal amount of American's  residential
mortgage loans, home purchase contracts and similar obligations at the beginning
of each year, or 5% of its advances from the FHLB of Cincinnati. American was in
compliance  with this  requirement  with an  investment  in stock of the FHLB of
Cincinnati of $733,000 at June 30, 2000.

         Upon the  origination  or  renewal  of a loan or  advance,  the FHLB is
required by law to obtain and maintain a security  interest in collateral in one
or more specified categories.

         Each FHLB is required to establish standards of community investment or
service  that its  members  must  maintain  for  continued  access to  long-term
advances.  The  standards  take into  account a member's  performance  under the
Community  Reinvestment Act and its record of lending to first-time home buyers.
All  long-term  advances  by the FHLB  must be made  only to  provide  funds for
residential housing finance.

Ohio Corporation Law

         Merger  Moratorium  Statute.  Chapter  1704 of the  Ohio  Revised  Code
regulates certain takeover bids affecting certain public corporations which have
significant  ties to Ohio. This statute  prohibits,  with some  exceptions,  any
merger,  combination or  consolidation  and any of certain other sales,  leases,
distributions,  dividends,  exchanges,  mortgages or  transfers  between an Ohio
corporation and any person who has the right to exercise,  alone or with others,
10%  or  more  of  the  voting  power  of  such   corporation   (an  "Interested
Shareholder"),  for three years  following  the date on which such person  first
becomes an Interested Shareholder. Such a business combination is permitted only
if, prior to the time such person first becomes an Interested  Shareholder,  the
Board of  Directors  of the issuing  corporation  has  approved  the purchase of
shares which resulted in such person first becoming an Interested Shareholder.

         After the initial three-year  moratorium,  such a business  combination
may not  occur  unless  (1) one of the  specified  exceptions  applies,  (2) the
holders of at least two-thirds of the voting shares,  and of at least a majority
of the  voting  shares not  beneficially  owned by the  Interested  Shareholder,
approve the business  combination at a meeting  called for such purpose,  or (3)
the business  combination  meets certain  statutory  criteria designed to ensure
that the  issuing  public  corporation's  remaining  shareholders  receive  fair
consideration for their shares.

         An Ohio corporation may, under certain circumstances,  "opt out" of the
statute by  specifically  providing  in its articles of  incorporation  that the
statute does not apply to any business combination of such corporation. However,
the statute  still  prohibits for twelve  months any business  combination  that
would have been  prohibited  but for the adoption of such an opt-out  amendment.
The  statute  also  provides  that it will  continue  to apply  to any  business
combination  between a person who became an Interested  Shareholder prior to the
adoption of such an amendment as if the amendment had not been adopted.  ASB has
not opted out of the protection afforded by Chapter 1704.

         Control Share  Acquisition.  Section  1701.831 of the Ohio Revised Code
(the  "Control  Share   Acquisition   Statute")   requires  that,  with  certain
exceptions,  acquisitions  of  voting  securities  which  would  result  in  the
acquiring  shareholder  owning  20%,  33-1/3% or 50% of the  outstanding  voting


                                      -21-
<PAGE>

securities  of an Ohio  corporation  (a  "Control  Share  Acquisition")  must be
approved  in advance by the  holders of at least a majority  of the  outstanding
voting shares of such corporation  represented at a meeting at which a quorum is
present  and a  majority  of  the  portion  of  the  outstanding  voting  shares
represented at such a meeting excluding the voting shares owned by the acquiring
shareholder,  by certain  other  persons who acquire or transfer  voting  shares
after  public  announcement  of the  acquisition  or by certain  officers of the
corporation  or  directors  of  the   corporation   who  are  employees  of  the
corporation.  The Control Share  Acquisition  Statute was intended,  in part, to
protect shareholders of Ohio corporations from coercive tender offers.

         Takeover Bid Statute.  Ohio law provides that an offeror may not make a
tender  offer or request or  invitation  for  tenders  that would  result in the
offeror  beneficially  owning  more than ten  percent of any class of the target
company's equity securities  unless such offeror files certain  information with
the Ohio Division of Securities  (the  "Securities  Division") and provides such
information to the target  company and the offerees  within Ohio. The Securities
Division  may suspend  the  continuation  of the  control bid if the  Securities
Division  determines that the offeror's filed  information does not provide full
disclosure to the offerees of all material  information  concerning  the control
bid.  The  statute  also  provides  that an offeror  may not  acquire any equity
security  of a  target  company  within  two  years  of the  offeror's  previous
acquisition  of any equity  security  of the same target  company  pursuant to a
control bid unless the Ohio  offerees  may sell such  security to the offeror on
substantially  the same terms as  provided  by the  previous  control  bid.  The
statute  does not apply to a  transaction  if either  the  offeror or the target
company is a savings  and loan  holding  company  and the  proposed  transaction
requires federal regulatory approval.


                                    TAXATION

Federal Taxation

         ASB  and  American  are  each  subject  to the  federal  tax  laws  and
regulations  which apply to corporations  generally.  In addition to the regular
income tax, ASB and American  may be subject to an  alternative  minimum tax. An
alternative  minimum tax is imposed at a minimum tax rate of 20% on "alternative
minimum  taxable  income" (which is the sum of a  corporation's  regular taxable
income, with certain adjustments,  and tax preference items), less any available
exemption.  Such tax  preference  items include  interest on certain  tax-exempt
bonds  issued after  August 7, 1986.  In addition,  75% of the amount by which a
corporation's  "adjusted  current  earnings"  exceeds  its  alternative  minimum
taxable  income  computed  without regard to this  preference  item and prior to
reduction by net operating  losses,  is included in alternative  minimum taxable
income. Net operating losses can offset no more than 90% of alternative  minimum
taxable income. The alternative  minimum tax is imposed to the extent it exceeds
the corporation's regular income tax. Payments of alternative minimum tax may be
used as credits against regular tax  liabilities in future years.  However,  the
Taxpayer  Relief Act of 1997  repealed the  alternative  minimum tax for certain
"small  corporations"  for tax  years  beginning  after  December  31,  1997.  A
corporation  initially  qualifies as a small corporation if it had average gross
receipts of $5,000,000 or less for the three tax years ending with its first tax
year beginning  after  December 31, 1996.  Once a corporation is recognized as a
small  corporation,  it will continue to be exempt from the alternative  minimum
tax for as long as its average gross  receipts for the prior  three-year  period
does  not  exceed  $7,500,000.  In  determining  if  a  corporation  meets  this
requirement,  the first year that it achieved  small  corporation  status is not
taken into consideration.

         American's  average  gross  receipts  for the three tax years ending on
June 30, 2000, is $9.1 million, and, as a result, American does not qualify as a
small corporation exempt from the alternative minimum tax.

         Prior to the enactment of the Small  Business Jobs  Protection Act (the
"Act"),   which  was  signed  into  law  on  August  21,  1996,  certain  thrift
institutions,  such as  American,  were allowed  deductions  for bad debts under
methods more favorable than those granted to other  taxpayers.  Qualified thrift
institutions  could compute  deductions  for bad debts using either the specific
charge-off  method of Section 166 of the Code or one of two  reserve  methods of
Section  593 of the Code.  The  reserve  methods  under  Section 593 of the Code
permitted  a thrift  institution  annually  to elect to deduct  bad debts  under
either (i) the "percentage of taxable  income" method  applicable only to thrift
institutions,  or (ii) the "experience"  method that also was available to small
banks.  Under the "percentage of taxable income"  method,  a thrift  institution
generally  was allowed a deduction for an addition to its bad debt reserve equal
to 8% of its taxable  income  (determined  without  regard to this deduction and
with  additional   adjustments).   Under  the  "experience"   method,  a  thrift
institution  was  generally  allowed a deduction for an addition to its bad debt
reserve  equal to the  greater  of (i) an  amount  based on its  actual  average
experience for losses in the current and five preceding  taxable years,  or (ii)
an amount necessary to restore the reserve to its balance as of the close of the
base year. A thrift  institution  could elect  annually to compute its allowable
addition to bad debt reserves for  qualifying  loans either under the experience
method or the percentage of taxable income method. For tax years 1995, 1994, and
1993, American used the percentage of taxable income method.


                                      -22-
<PAGE>

         The  Act   eliminated  the  percentage  of  taxable  income  method  of
accounting  for bad debts by thrift  institutions,  effective  for taxable years
beginning after 1995.  Thrift  institutions  that are treated as small banks are
allowed to utilize the experience method applicable to such institutions,  while
thrift institutions that are treated as large banks are required to use only the
specific charge off method.

         A thrift  institution  required  to  change  its  method  of  computing
reserves  for bad debt will  treat  such  change  as a change  in the  method of
accounting,  initiated  by the taxpayer and having been made with the consent of
the  Secretary of the  Treasury.  Section  481(a) of the Code  requires  certain
amounts to be recaptured with respect to such change.  Generally, the amounts to
be recaptured will be determined  solely with respect to the "applicable  excess
reserves" of the taxpayer.  The amount of the applicable excess reserves will be
taken into account  ratably over a six-taxable  year period,  beginning with the
first  taxable  year  beginning  after  1995,  subject to the  residential  loan
requirement described below. In the case of a thrift institution that is treated
as a large bank,  the amount of the  institution's  applicable  excess  reserves
generally  is the  excess  of (i) the  balances  of its  reserve  for  losses on
qualifying real property loans (generally loans secured by improved real estate)
and its reserve for losses on nonqualifying  loans (all other types of loans) as
of the close of its last taxable year  beginning  before  January 1, 1996,  over
(ii) the  balances  of such  reserves as of the close of its last  taxable  year
beginning before January 1, 1988 (i.e., the "pre-1988 reserves"). In the case of
a thrift institution that is treated as a small bank, like American,  the amount
of the institution's  applicable excess reserves  generally is the excess of (i)
the balances of its reserve for losses on qualifying real property loans and its
reserve for losses on  nonqualifying  loans as of the close of its last  taxable
year beginning  before January 1, 1996,  over (ii) the greater of the balance of
(a) its pre-1988  reserves or (b) what the thrift's  reserves would have been at
the close of its last year  beginning  before  January 1,  1996,  had the thrift
always used the experience method.

         For  taxable  years that begin  after  December  31,  1995,  and before
January 1, 1998, if a thrift meets the  residential  loan  requirement for a tax
year, the recapture of the applicable excess reserves  otherwise  required to be
taken into  account as a Code  Section  481(a)  adjustment  for the year will be
suspended. A thrift meets the residential loan requirement if, for the tax year,
the principal amount of residential  loans made by the thrift during the year is
not less than its base amount. The "base amount" generally is the average of the
principal  amounts of the  residential  loans made by the thrift  during the six
most recent tax years beginning  before January 1, 1996. A residential loan is a
loan as  described  in Section  7701(a)(19)(C)(v)  (generally  a loan secured by
residential or church property and certain mobile homes), but only to the extent
that the loan is made to the owner of the property.

         For  taxable  years that begin  after  December  31,  1995,  and before
January 1, 1998, if a thrift meets the  residential  loan  requirement for a tax
year, the recapture of the applicable excess reserves  otherwise  required to be
taken into  account as a Code  Section  481(a)  adjustment  for the year will be
suspended. A thrift meets the residential loan requirement if, for the tax year,
the principal amount of residential  loans made by the thrift during the year is
not less than its base amount. The "base amount" generally is the average of the
principal  amounts of the  residential  loans made by the thrift  during the six
most recent tax years beginning  before January 1, 1996. A residential loan is a
loan as  described  in Section  7701(a)(19)(C)(v)  (generally  a loan secured by
residential or church property and certain mobile homes), but only to the extent
that the loan is made to the owner of the property.

         The balance of the pre-1988  reserves is subject to the  provisions  of
Section 593(e),  as modified by the Act, which require  recapture in the case of
certain excessive  distributions to shareholders.  The pre-1988 reserves may not
be  utilized  for  payment  of  cash  dividends  or  other  distributions  to  a
shareholder  (including  distributions in dissolution or liquidation) or for any
other  purpose  (except  to  absorb  bad debt  losses).  Distribution  of a cash
dividend by a thrift institution to a shareholder is treated as made: first, out
of the institution's post-1951 accumulated earnings and profits;  second, out of
the pre-1988  reserves;  and third, out of such other accounts as may be proper.
To the  extent a  distribution  by  American  to ASB is  deemed  paid out of its
pre-1988  reserves under these rules, the pre-1988 reserves would be reduced and
the gross income of American  for tax purposes  would be increased by the amount
which, when reduced by the income tax, if any,  attributable to the inclusion of
such  amount in its gross  income,  equals  the  amount  deemed  paid out of the
pre-1988  reserves.  As of June 30, 2000, the pre-1988  reserves of American for
tax  purposes  totaled  approximately  $1.9  million.  American  believes it had
approximately $3.9 million of accumulated  earnings and profits for tax purposes
as of June 30,  2000,  which  would be  available  for  dividend  distributions,
provided regulatory restrictions applicable to the payment of dividends are met.
No  representation  can be made as to  whether  American  will have  current  or
accumulated earnings and profits in subsequent years.



                                      -23-
<PAGE>

         The tax returns of American  have been audited or closed  without audit
through fiscal year 1996. In the opinion of management,  any examination of open
returns  would not result in a  deficiency  which could have a material  adverse
effect on the financial condition of American.

Ohio Taxation

         ASB is subject to the Ohio corporation franchise tax, which, as applied
to ASB, is a tax  measured  by both net  earnings  and net worth.  For tax years
beginning after December 31, 1998, the rate of tax is the greater of (i) 5.1% on
the first  $50,000 of computed  Ohio  taxable  income and 8.5% of computed  Ohio
taxable income in excess of $50,000 or (ii) .400% times taxable net worth.

         In computing its tax under the net worth  method,  ASB may exclude 100%
of its investment in the capital stock of American,  as reflected on the balance
sheet of ASB in computing  its taxable net worth as long as it owns at least 25%
of the issued and outstanding capital stock of American.  The calculation of the
exclusion from net worth is based on the ratio of the excludable investment (net
of any  appreciation  or goodwill  included in such  investment) to total assets
multiplied  by the net  value of the  stock.  As a holding  company,  ASB may be
entitled to various other deductions in computing taxable net worth that are not
generally available to operating companies.

         A special litter tax is also applicable to all corporations,  including
ASB,  subject  to the Ohio  corporation  franchise  tax  other  than  "financial
institutions."  If the franchise tax is paid on the net income basis, the litter
tax is equal to .11% of the first  $50,000 of computed  Ohio taxable  income and
 .22% of computed Ohio taxable income in excess of $50,000.  If the franchise tax
is paid on the net worth basis,  the litter tax is equal to .014% times  taxable
net worth.

         American is a "financial  institution"  for State of Ohio tax purposes.
As  such,  it is  subject  to the Ohio  corporate  franchise  tax on  "financial
institutions,"  which is imposed  annually at a rate of 1.4% of the taxable book
net worth, and for tax year 2000 and years  thereafter,  the tax will be 1.3% of
the  taxable  book net worth.  As a  "financial  institution,"  American  is not
subject to any tax based upon net income or net profits  imposed by the State of
Ohio.

Item 2.           Description of Property

                  American  owns  the  properties  at 503  and  907  Chillicothe
Street,  Portsmouth,  Ohio, on which its main and branch offices are located. At
June 30, 2000, the net book value of these  properties,  including the buildings
was $805,000,  and American's office premises and equipment had a total net book
value of $1.4 million.  For additional  information  regarding American's office
premises and  equipment,  see Notes A and E of Notes to  Consolidated  Financial
Statements.

Item 3.           Legal Proceedings

                  Neither ASB nor  American is  presently  involved in any legal
proceedings  of a material  nature.  From time to time,  American  is a party to
legal proceedings incidental to its business to enforce its security interest in
collateral pledged to secure loans made by American.

                                     PART II

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

                  Not applicable

Item 5.           Market for Common Equity and Related Stockholder Matters

                  The information  contained in the ASB Financial  Corp.  Annual
Report to  Shareholders  for the fiscal  year ended June 30,  2000 (the  "Annual
Report"),  under the caption  "Market  Price of ASB's Common  Shares and Related
Shareholder Matters" is incorporated herein by reference.

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

                  The  information  contained  in the  Annual  Report  under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations" is incorporated herein by reference.


                                      -24-
<PAGE>

Item 7.           Consolidated Financial Statements

                  The Consolidated  Financial Statements contained in the Annual
Report and the  opinion of Grant  Thornton  LLP,  dated  August  21,  2000,  are
incorporated herein by reference.

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

                  Not applicable.

                                    PART III

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

                  The  information  contained in the definitive  Proxy Statement
for the 2000 Annual Meeting of  Shareholders  of ASB Financial Corp. (the "Proxy
Statement")  under the captions "Board of Directors,"  "Executive  Officers" and
"Voting Securities and Ownership of Certain Beneficial Owners and Management" is
incorporated herein by reference.

Item 10.          Executive Compensation

                  The  information  contained in the Proxy  Statement  under the
caption  "Compensation  of Executive  Officers and  Directors"  is  incorporated
herein by reference.

Item 11.          Security Ownership of Certain Beneficial Owners and Management

                  The  information  contained in the Proxy  Statement  under the
caption  "Voting  Securities  and  Ownership  of Certain  Beneficial  Owners and
Management" is incorporated herein by reference.

Item 12.          Certain Relationships and Related Transactions

                  Not applicable.

Item 13.          Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                           3.1      Articles of Incorporation (incorporated by
                                    reference)

                           3.2      Code of Regulations (incorporated by
                                    reference)

                           10.1     ASB Financial Corp. 1995 Stock Option and
                                    Incentive Plan (incorporated by reference)

                           10.2     American  Savings  Bank,  fsb  Management
                                    Recognition  and  Retention  Plan and  Trust
                                    Agreement (incorporated by reference)

                           13       Annual Report (the following  parts of which
                                    are  incorporated  herein by  reference:
                                    "Market  Price of ASB Common  Shares and
                                    Related Shareholder Matters;"  "Management's
                                    Discussion  and  Analysis  of  Financial
                                    Condition and  Results of  Operations;"  and
                                    Consolidated Financial Statements.)

                           20       Proxy Statement

                           21       Subsidiaries of ASB Financial Corp.
                                    (incorporated by reference)

                           27       Financial Data Schedule

                  (b)      No  reports  on Form 8-K have been  filed  during the
                           last  quarter  of the  fiscal  year  covered  by this
                           Report.


                                      -25-
<PAGE>



                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
  of 1934,  the  registrant has caused this report to be signed on its behalf by
  the undersigned, thereunto duly authorized.

                                  ASB FINANCIAL CORP.


                                  By /s/ Robert M. Smith
                                    ---------------------------------
                                     Robert M. Smith
                                     President and Director
                                     (Principal Executive Officer and Principal
                                      Financial Officer)

                                     Date: September 26, 2000

         In accordance with the Securities Exchange Act of 1934, this report has
  been signed below by the following  persons on behalf of the registrant and in
  the capacities and on the dates indicated.



By /s/ Gerald R. Jenkins                           By  /s/ Lee O. Fitch
  ------------------------------------               ------------------
    Gerald R. Jenkins                                  Lee O. Fitch
    Director and Chairman of the Board                 Director


Date: September 26, 2000                           Date: September 26, 2000



By  /s/ William J. Burke                           By /s/ Louis M. Schoettle
  ------------------------------------               -----------------------
    William J. Burke                                   Louis M. Schoettle
    Director                                           Director


Date: September 26, 2000                           Date: September 26, 2000













                                      -27-
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

  EXHIBIT
  NUMBER         DESCRIPTION

<S>                       <C>                                                                  <C>
     3.1         Articles of Incorporation of ASB Financial Corp.              Incorporated by reference to the Form
                                                                               10-KSB for fiscal year ended June 30,
                                                                               1995 filed by ASB on September 28, 1995
                                                                               (the "1995 Form 10-KSB") with the
                                                                               Securities and Exchange Commission (the
                                                                               "SEC"), Exhibit 3.3

     3.4         Code of Regulations of ASB Financial Corp.                    Incorporated by reference to the Form
                                                                               10-KSB, Exhibit 3.5

     10.1        ASB Financial Corp. 1995 Stock Option and Incentive Plan      Incorporated by reference to the Form
                                                                               10-KSB for the fiscal year ended June 30,
                                                                               1996 filed with the SEC on September 30,
                                                                               1996, (the "1996 Form 10-KSB") Exhibit
                                                                               10.1

     10.2        American Savings Bank, fsb Recognition and Retention Plan     Incorporated by reference to the 1996
                 and Trust Agreement                                           Form 10-KSB, Exhibit 10.2

     13          2000 Annual Report to Shareholders

     20          Proxy Statement for 2000 Annual Meeting

     21          Subsidiaries of ASB Financial Corp.                           Incorporated by reference to the 1995
                                                                               Form 10-KSB, Exhibit 21

     27          Financial Data Schedule
</TABLE>