<PAGE>   1


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

                                   FORM 10-Q

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

                For the quarterly period ended December 31, 1996

                                        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 0-26242

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

                      Ohio                                 61-1278396
------------------------------------------------       ---------------------
(State or other jurisdiction of incorporation or          (I.R.S. Employer 
                 organization)                         Identification Number)
                                                  

   25 North Fort Thomas Avenue
     Fort Thomas, Kentucky                                     41075
------------------------------------------------       ---------------------
(Address of principal executive office)                      (Zip Code)

                                (606) 441-3302                         
               --------------------------------------------------
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 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    
                                               ---       ---

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:  As of February 1,
1996, there were issued and outstanding 1,528,631 shares of the Registrant's
Common Stock, par value $.01 per share.





<PAGE>   2
                FORT THOMAS FINANCIAL CORPORATION AND SUBSIDIARY

                              TABLE OF CONTENTS
                                                                 

<TABLE>
<CAPTION>
                                                                                                PAGE
                                                                                                ----
<S>              <C>                                                                              <C>
PART I.          FINANCIAL INFORMATION                                                         
-------          ---------------------                                                         


Item 1.          Consolidated Financial Statements                                             
                                                                                               
                 Consolidated Statement of Financial Condition                                 
                 (As of September 30, 1996 and December 31, 1996 (unaudited))                      1
                                                                                               
                 Consolidated Statements of Income for the three months                        
                 ended December 31, 1996 (unaudited) and 1995 (unaudited).                         2
                                                                                               
                 Consolidated Statements of Cash Flows for the three                           
                 months ended December 31, 1996 (unaudited) and 1995 (unaudited).                  3
                                                                                               
                 Notes to Unaudited Consolidated Financial Statements                              4
                                                                                               
Item 2.          Management's Discussion and Analysis of Financial Condition and               
                 Results of Operations                                                             5
                                                                                               
                                                                                               
PART II.         OTHER INFORMATION                                                             
--------         -----------------                                                             
                                                                                               
                                                                                               
Item 1.          Legal Proceedings                                                                13
Item 2.          Changes in Securities                                                            13
Item 3.          Defaults Upon Senior Securities                                                  13
Item 4.          Submission of Matters to a Vote of Security Holders                              13
Item 5.          Other Information                                                                14
Item 6.          Exhibits and Reports on Form 8-K                                                 14
                                                                                               
SIGNATURES
</TABLE>
<PAGE>   3



                 FORT THOMAS FINANCIAL CORPORATION & SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                        (IN THOUSANDS EXCEPT SHARE DATA)





<TABLE>
<CAPTION>
                            ASSETS                               DECEMBER 31,          SEPTEMBER 30,
                                                                    1996                   1996     
                                                               --------------          -------------
ASSETS                                                                                              
<S>                                                                  <C>                   <C>
  Cash and Due From Banks                                             1,157                 1,785
  Investment Securities                                                                   
    Held to Maturity - at Amortized Cost                              3,505                 3,503
    Available for Sale - at Market Value                                993                   494
  Mortgage Backed Securities Available for Sale -                                         
    At Market Value                                                     797                   816
  Loans Receivable, Net                                              81,225                77,987
  Office Properties and Equipment - at                                                    
    Depreciated Cost                                                    625                   643
  Real Estate Owned                                                       0                     0
  Federal Home Loan Bank Stock - at Cost                                712                   700
  Cash Surrender Value of Life Insurance                              1,080                 1,068
  Accrued Interest Receivable                                           686                   642
  Prepaid and Other Assets                                               47                   118
  Deferred Federal Income Tax Asset                                     282                   257
                                                               --------------          -------------      
    TOTAL ASSETS                                                     91,109                88,013
                                                               ==============          =============                  
                                                                                          
                                                                                          
               LIABILITIES AND STOCKHOLDERS' EQUITY                                                      
                                                                                          
                                                                                          
LIABILITIES                                                                               
  Deposits                                                           65,080                63,731
  Borrowed Funds                                                      9,403                 6,754
  Advances from Borrowers for                                                             
    Taxes and Insurance                                                   4                   188
  Deferred Compensation                                                 406                   376
  Accrued Interest Payable                                               63                    60
  Accrued Federal Income Tax                                             22                    85
  Deferred Federal Income Tax                                             0                     0
  Other Liabilities                                                     435                   887
  Deferred Income                                                        11                    11
                                                               --------------          -------------
   TOTAL LIABILITIES                                                 75,424                72,092
                                                               --------------          -------------
                                                                                          
STOCKHOLDERS' EQUITY                                                                      
                                                                                          
  Common Stock of $.01 Par Value; 4,000,000 Shares                                        
    Authorized; 1,573,775 Shares Issued and 1,457,623                                     
    and 1,489,096 Shares Outstanding, Respectively                       16                    16
  Additional Paid-In Capital                                          9,415                 9,387
  Unearned ESOP Shares                                                 (821)                 (847)
  MRP Trust                                                            (764)                 (793)
  Retained Earnings - Substantially Restricted                        8,328                 8,165
  Treasury Stock at Cost                                               (481)                    0
  Unrealized Gain (Loss) on Investment Security                          (8)                   (7)
                                                               --------------          -------------
   TOTAL STOCKHOLDERS' EQUITY                                        15,685                15,921
                                                               --------------          -------------
    TOTAL LIABILITIES AND                                                                 
      STOCKHOLDERS' EQUITY                                           91,109                88,013
                                                               ==============          =============                   
</TABLE>



                                       1
<PAGE>   4



                 FORT THOMAS FINANCIAL CORPORATION & SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF INCOME
                        (IN THOUSANDS EXCEPT SHARE DATA)




<TABLE>
<CAPTION>
                                                                 3 MONTHS ENDED              3 MONTHS ENDED
                                                                  DECEMBER 31,                DECEMBER 31,
                                                                      1996                        1995
                                                                  --------------              -------------
<S>                                                                     <C>                         <C>    
INTEREST INCOME                                                                                            
  Interest on Loans                                                      1,767                       1,589 
  Interest on Investment Securities                                         65                          90 
  Interest on Mortgage Backed Securities                                    10                          14 
  Other Interest and Dividends                                              46                          98 
                                                                  --------------              -------------
    Total Interest Income                                                1,888                       1,791 
                                                                  --------------              -------------

INTEREST EXPENSE                                                                                           
  Deposits                                                                 848                         837 
  Borrowed Funds                                                           116                          49 
                                                                  --------------              -------------
    Total Interest Expense                                                 964                         886 
                                                                  --------------              -------------

Net Interest Income                                                        924                         905 
                                                                                                           
Allowance for Losses on Loans                                               12                           6 
                                                                  --------------              -------------
                                                                                                           
    Net Interest Income After Allowance for                                                                
      Losses on Loans                                                      912                         899 
                                                                  --------------              -------------

OTHER INCOME                                                                                               
  Fees and Charges                                                          23                          11 
  Gain on sale of REO                                                        0                           0 
  Other                                                                     26                          20 
                                                                  --------------              -------------
    Total Other Income                                                      49                          31 
                                                                  --------------              -------------
                                                                                                           
GENERAL AND ADMINISTRATIVE                                                                                 
  Salaries and Employee Benefits                                           304                         213 
  Franchise and Other Taxes                                                 30                          15 
  Federal Insurance Premium                                                 37                          33 
  Expenses of Premises and Fixed Assets                                     44                          31 
  Data Processing and Related Contract Services                             30                          25 
  Other Operating Expense                                                  146                         131 
                                                                  --------------              -------------
    Total General & Administrative Expenses                                591                         448 
                                                                  --------------              -------------
                                                                                                           
    Income Before Income Tax                                               370                         482 
                                                                                                           
    Federal Income Tax Expense                                             110                         156 
                                                                  --------------              -------------

      NET INCOME                                                           260                         326 
                                                                                                           
Beginning Retained Earnings                                              8,165                       8,042 
Dividends Paid                                                             (97)                        (98)
                                                                  --------------              -------------

Ending Retained Earnings                                                 8,328                       8,270 
                                                                  ==============              =============
Earnings Per Share                                                      $0.177                      $0.230 
                                                                  ==============              =============
</TABLE> 



                                       2
<PAGE>   5



                 FORT THOMAS FINANCIAL CORPORATION & SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)




<TABLE>
<CAPTION>
                                                                     3 MONTHS ENDED                      3 MONTHS ENDED
                                                                      DECEMBER 31,                        DECEMBER 31,
                                                                          1996                                1995
                                                                      ---------------                     --------------
<S>                                                                         <C>                                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                  
  Net Income                                                                   260                                  326
  Reconciliation of Net Income with                                   
    Cash Flows from Operations                                        
      Allowance for Losses on Mortgages                                         12                                    5
      Depreciation                                                              20                                   20
      Deferred Income Taxes                                                    (25)                                 (11)
      Amortization                                                             (53)                                 (47)
      FHLB Stock Dividends                                                     (12)                                 (11)
      ESOP and Stock Compensation                                               58                                    0
      (Gain) Loss on Reo                                                         0                                    0
      Changes In                                                      
        Accrued Interest Receivable                                            (44)                                 (99)
        Prepaid and Other Assets                                                71                                   49
        Cash Surrender Value Life Insurance                                    (12)                                 (17)
        Deferred Compensation                                                   31                                   27
        Accrued Interest Payable                                                 2                                    3
        Accrued Income Tax                                                     (64)                                 122
        Other Liabilities                                                     (452)                                 (54)
                                                                      ---------------                     --------------
                                                                      
      NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES                        (208)                                 313
                                                                      ---------------                     --------------
CASH FLOWS FROM INVESTING ACTIVITIES                                  
  Purchase of Investment Securities                                           (500)                              (2,002)
  Maturity of Investment Securities                                              0                                  500
  Loan Originations and Repayments, Net                                     (3,199)                              (1,730)
  Principal Received on Mortgage Backed Security                                19                                   33
  Proceeds From Sale of REO                                                      0                                    0
  Purchase of Office Properties and Equipment                                   (2)                                  (4)
                                                                      ---------------                     --------------
    NET CASH USED IN INVESTING ACTIVITIES                                   (3,682)                              (3,203)
                                                                      ---------------                     --------------
CASH FLOWS FROM FINANCING ACTIVITIES                                  
  Net (Decrease) Increase in Deposits                                        1,349                                2,119
  Dividends Paid                                                               (97)                                 (98)
  ESOP Shares Released                                                          26                                   18
  Common Stock Shares Purchased For Treasury                                  (481)                                   0
  Advance from Borrowers for                                          
    Taxes and Insurance                                                       (184)                                (179)
  Repayments of Borrowed Funds                                               2,649                                  (48)
                                                                      ---------------                     --------------

    NET CASH PROVIDED BY FINANCING ACTIVITIES                                3,262                                1,812
                                                                      ---------------                     --------------

    CHANGES IN CASH AND CASH EQUIVALENTS                                      (628)                              (1,078)
                                                                      
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                               1,785                                6,032
                                                                      ---------------                     --------------
                                                                      
    CASH AND CASH EQUIVALENTS, END OF PERIOD                                 1,157                                4,954
                                                                      ===============                     ==============
</TABLE>                                                              



                                      3
<PAGE>   6

                       FORT THOMAS FINANCIAL CORPORATION
                                 AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

         Fort Thomas Financial Corporation (the "Corporation") was incorporated
         under Ohio law in March 1995 by Fort Thomas Federal Savings and Loan
         Association (the "Association") in connection with the conversion of
         the Association from a federally chartered mutual savings and loan
         association to a federally chartered stock savings bank, known as Fort
         Thomas Savings Bank, F.S.B. (the "Bank"), the issuance of the Bank's
         stock to the Corporation and the offer and sale of the Corporation's
         common stock by the Corporation (the "Conversion").  Upon consummation
         of the Conversion on June 27, 1995, the Corporation became the unitary
         holding company for the Bank.

         The accompanying unaudited consolidated financial statements of the
         Corporation have been prepared in accordance with instructions to Form
         10-Q.  Accordingly, they do not include all of the information and
         footnotes required by generally accepted accounting principles for
         complete financial statements.  However, such information reflects all
         adjustments (consisting solely of normal recurring adjustments) which
         are, in the opinion of management, necessary for a fair statement of
         results for the interim periods.

         The results of operations for the three months ended December 31, 1996
         are not necessarily indicative of the results to be expected for the
         year ending September 30, 1997.  The unaudited consolidated financial
         statements and notes thereto should be read in conjunction with the
         audited financial statements and notes thereto for the year ended
         September 30, 1996 contained in the Corporation's 1996 Annual Report.

Note 2 - Earnings Per Share

         The earnings per share amount for the quarters ended December 31, 1995
         and 1996 is based upon the average outstanding shares of the
         Corporation reduced by the unreleased shares of the Corporation's
         Employee Stock Ownership Plan.  The number of shares used in this
         calculation was 1,434,219 and 1,473,001, respectively.





                                      4

<PAGE>   7
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

         At December 31, 1996, the Corporation's assets amounted to $91.1
million as compared to $88.0 million at September 30, 1996.  The $3.1 million
or 3.5% increase was primarily due to an increase in loans receivable, net.
Such increase was funded primarily by an increase in savings accounts and
advances from the Federal Home Loan Bank of Cincinnati ("FHLB").  Stockholders'
equity decreased $236,000 to $15.7 million or 17.2% of total assets at December
31, 1996 compared to $15.9 million at September 30, 1996.  The decrease in
stockholders' equity during the three month period was due primarily to stock
repurchases during the period.

ASSET QUALITY

         Loans are placed on nonaccrual status when, in the judgment of
management, the probability of collection of interest is deemed to be
insufficient to warrant further accrual.  When a loan is placed on nonaccrual
status, previously accrued but unpaid interest is deducted from interest
income.  The Bank does not accrue interest on real estate loans past due 90
days or more.  Loans may be reinstated to accrual status when all payments are
brought current and, in the opinion of management, collection of the remaining
balance can be reasonably expected.

DELINQUENT LOANS

         The following table sets forth information concerning delinquent loans
in dollar amounts and as a percentage of each category of the Bank's loan
portfolio at December 31, 1996.  The amounts presented represent the total
outstanding principal balances of the related loans, rather than the actual
payment amounts which are past due.





                                      5
<PAGE>   8
<TABLE>
<CAPTION>
                                                                                Percent of Corresponding
                                             Loans Delinquent For                   Loan Categories
                                        ------------------------------       -------------------------------                   
                                                                                         90 Days
                                        30-89      90 Days                   30-89        and      
                                        Days       and Over      Total       Days        Over        Total
                                       -------     --------      -----       -----       ------      -----
                                            (Dollars in Thousands)
 <S>                                   <C>          <C>         <C>          <C>         <C>          <C>
 One- to four-family residential       $3,285       $1,402      $4,687       4.98%       2.13%        7.11%

 Multi-family and non-
  residential                             547           --         547       4.94          --         4.94

 Construction and land                    450           97         547       8.14        1.76         9.90

 Consumer                                  --           33          33         --        2.81         2.81
                                       ------       ------      ------                                    


   Total delinquent loans              $4,282       $1,532      $5,814
                                        =====        =====       =====

</TABLE>




                                      6
<PAGE>   9
         The following table sets forth the amounts and categories of the
Bank's non-performing assets at the dates indicated.


<TABLE>
<CAPTION>
                                                                December 31,                September 30,
                                                  -------------------------------------     -------------
                                                      1996               1995                    1996
                                                  ---------------  ------------------        ------------
                                                                 (Dollars in Thousands)
 <S>                                               <C>                    <C>                     <C>
 Non-accruing loans:

   One- to four-family
      residential (1)                              $1,402                 $1,398                  $  917

    Multi-family and non-
      residential real estate                          --                    112                      56

    Construction and land                              97                    446                      90

    Consumer                                           33                      3                     117

 Accruing consumer loans
  greater than 90 days
  delinquent:                                          --                     --                      --
                                                   ------                  -----                   -----

    Total non-performing loans                      1,532                  1,959                   1,180
                                                    -----                  -----                   -----
 Real estate acquired through
   foreclosure                                         --                     71                      --
                                                    -----                  -----                   -----

    Total non-performing assets                    $1,532                 $2,030                  $1,180
                                                    =====                  =====                   =====

    Total non-performing
      assets as a percentage of
      total net loans                                1.83%                  2.69%                   1.51%
                                                     ====                   ====                    ==== 
    Total non-performing
      assets as a percentage of
      total assets                                   1.68%                  2.21%                   1.34%
                                                     ====                   ====                    ==== 
</TABLE>

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

(1)      Includes second mortgage loans.


         The $1.5 million of nonaccruing loans at December 31, 1996 consisted
of 46 loans with an average balance of approximately $33,000.  Interest that
would have been earned on these loans, if they had been accounted for on an
accruing basis during the quarter would have been approximately $32,000.





                                      7
<PAGE>   10
CLASSIFIED ASSETS

         Federal regulations require that each insured savings association
classify its assets on a regular basis.  In addition, in connection with
examinations of insured institutions, federal examiners have authority to
identify problem assets and, if appropriate, classify them.  There are three
classifications for problem assets: "substandard", "doubtful" and "loss."
Substandard assets have one or more defined weaknesses and are characterized by
the distinct possibility that the insured institution will sustain some loss if
the deficiencies are not corrected.  Doubtful assets have the weaknesses of
substandard assets with the additional characteristic that the weaknesses make
collection or liquidation in full on the basis of currently existing facts,
conditions and values questionable, and there is a high possibility of loss.
An asset classified loss is considered uncollectible and of such little value
that continuance as an asset of the institution is not warranted.  At December
31, 1996, the Bank had $2.0 million of loans which were classified as
substandard, $20,000 of loans classified as doubtful and $33,000 of loans
classified as loss.  The difference between the $2.0 million of assets
classified for regulatory purposes and the delinquent loans of $5.8 million was
approximately $3.8 million.  This amount represents loans that were not
required to be classified for regulatory purposes due to certain quantitative
factors regarding collateral, delinquency periods, and loan terms.

ALLOWANCE FOR LOAN LOSSES

         It is management's policy to maintain an allowance for estimated
losses based on the perceived risk of loss in the loan portfolio.  In assessing
risk, management considers historical loss experience, the volume and type of
lending conducted by the Bank, industry standards, past due loans, general
economic conditions and other factors related to the collectibility of the loan
portfolio.  The allowance is increased by provisions for loan losses which are
charged against income.

         Although management uses the best information available to  make
determinations with respect to the provisions for loan losses, additional
provisions for loan losses may be required to be established in the future
should economic or other conditions change substantially. In addition, the OTS
and the FDIC, as an integral part of their examination process, periodically
review the Bank's allowance for possible loan losses.  Such agencies may
require the Bank to recognize additions to such allowance based on their
judgments about information available to them at the time of their examination.

         The following table summarizes changes in the allowance for loan
losses and other selected statistics for the periods presented.





                                      8
<PAGE>   11

<TABLE>
<CAPTION>
                                                                Three Months Ended            Year Ended
                                                                   December 31,              September 30,
                                                      -----------------------------------    -------------
                                                           1996               1995                1996
                                                      --------------  -------------------    -------------
                                                                   (Dollars in Thousands)
 <S>                                                  <C>                  <C>                    <C>
 Average loans receivable, net                        $79,778              $71,818                $73,875
                                                       ======               ======                 ======

 Allowance for loan losses
    Balance at beginning of period                    $   366              $   239                $   239

    Net (charge-offs) recoveries                           --                   --                      1

    Provision for loan losses                              12                    6                    126
                                                       ------               ------                 ------
    Balance at end of period                          $   378              $   245                $   366
                                                       ======               ======                 ======

    Net loans (charged-off)
      recovered to average loans                           --                   --%                    --%
                                                       ======               ======                  ===== 
    Allowance for loan losses to
      total loans                                        0.47%                0.34%                  0.45%
                                                        =====                =====                  ===== 

    Allowance for loan losses to
      total non-performing loans                        24.67%               12.51%                 31.02%
                                                        =====                =====                  ===== 

    Net loans (charged-off)
      recovered to allowance for
      loan losses                                          --                   --                   0.27%
                                                        =====                =====                  ===== 
</TABLE>





                                      9
<PAGE>   12
         The following table presents the allocation of the allowance for loan
losses to the total amount of loans in each category listed at the dates
indicated.

<TABLE>
<CAPTION>
                                                                        December 31, 1996
                                                           ------------------------------------------
                                                                             Percent of Loans in Each
                                                              Amount         Category to Total Loans 
                                                           ------------      ------------------------
                                                                   (Dollars in Thousands)
   <S>                                                         <C>                      <C>
   One- to four-family residential                             $248                      78.76%

   Multi-family residential                                      75                      13.23

   Land and construction                                         20                       6.60

   Consumer loans                                                35                       1.41
                                                                ---                     ------
          Total                                                $378                     100.00%
                                                                ===                     ====== 
</TABLE>


RESULTS OF OPERATIONS

         GENERAL.  The Corporation reported net income of $260,000 during the
three months ended December 31, 1996 compared to $326,000 during the three
months ended December 31, 1995.  The decrease in net income during the three
months ended December 31, 1996 compared to the same period ended December 31,
1995 was due primarily to an increase in total general and administrative
expenses.

         INTEREST INCOME.  Interest income increased $97,000 or 5.4% to $1.9
million for the three months ended December 31, 1996 compared to the same
period in 1995.  The increase during the 1996 period was due primarily to an
increase in the average outstanding balance of the Corporation's loan
portfolio.  Such increase was primarily due to increased loan demand.

         INTEREST EXPENSE.  Interest expense increased $78,000 or 8.8% to
$964,000 for the three months ended December 31, 1996 compared to the same
period in 1995.  Such increase was primarily due to an increase in the average
outstanding balance of the Corporation's time deposits and FHLB advances.

         NET INTEREST INCOME.  Net interest income amounted to $924,000 for the
three months ended December 31, 1996 compared to $905,000 for the comparable
period in 1995.  The interest rate spread increased to 3.30% for the 1996
period compared to 2.99% for the 1995





                                      10
<PAGE>   13
period while average interest-earning assets to average interest-bearing
liabilities increased from 119.10% to 120.76%.

         OTHER INCOME.  Other income increased $18,000 or 58.1% during the
three months ended December 31, 1996 compared to the same period in 1995 due
primarily to an increase in fees and charges relating to loans.

         OTHER EXPENSES.  Operating expenses increased $143,000 or 31.9% to
$591,000 for the three months ended December 31, 1996 compared to the same
period in 1995.  Such increase was primarily due to an increase of $91,000 or
42.7% in salaries and employee benefits.  The increase in salaries and employee
benefits was primarily due to benefits related to the Company's Employee Stock
Ownership Plan and normal salary and merit increases.

LIQUIDITY AND CAPITAL RESOURCES

         The Bank's liquidity, represented by cash and cash equivalents, is a
product of its operating, investing and financing activities.  The Bank's
primary sources of funds are deposits, borrowings, amortization, prepayments
and maturities of outstanding loans, sales of loans, maturities of investment
securities and other short-term investments and funds provided from operations.
While scheduled loan amortization and maturing investment securities and
short-term investments are relatively predictable sources of funds, deposit
flows and loan prepayments are greatly influenced by general interest rates,
economic conditions and competition.  The Bank manages the pricing of its
deposits to maintain a steady deposit balance.  In addition, the Bank invests
excess funds in overnight deposits and other short-term interest-earning assets
which provide liquidity to meet lending requirements.  The Bank has generally
been able to generate enough cash through the retail deposit market, its
traditional funding source, to offset the cash utilized in investing
activities.  As an additional source of funds, the Bank may borrow from the
FHLB of Cincinnati and has access to the Federal Reserve discount window.  At
December 31, 1996, the Bank had $9.4 million of outstanding advances from the
FHLB of Cincinnati.

         As of December 31, 1996, the Bank's regulatory capital was well in
excess of all applicable regulatory requirements.  At December 31, 1996, the
Bank's tangible, core and risk-based capital ratios amounted to 15.3%, 15.3%
and 24.2%, respectively, compared to regulatory requirements of 1.5%, 3.0% and
8.0%, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

         In May 1993, the Financial Accounting Statement Board ("FASB") adopted
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," affecting the accounting
for investments in all debt and equity securities, which are to be classified
in one of three categories for fiscal years beginning after December 15, 1993.
Securities that an institution has the positive intent and





                                      11
<PAGE>   14
ability to hold to maturity are to be reported at amortized cost.  Securities
that are bought and held principally for the purpose of selling them in the
near term are to be classified as trading securities and reported at fair
value, with unrealized gains and losses included in earnings.  Other securities
are to be classified as securities available for sale and reported at fair
value, with unrealized gains and losses excluded from earnings and reported as
a separate component of stockholders' equity.  The Corporation adopted SFAS No.
115 effective October 1, 1994.  At December 31, 1996, the Corporation had an
unrealized loss of $8,000 relating to its securities classified as available
for sale.

         In May 1993, the FASB issued SFAS No. 114, "Accounting by Creditors
for Impairment of a Loan."  In October 1994, the FASB issued SFAS No. 118
"Accounting by Creditors for Impairment of a Loan - Income Recognition and
Disclosures," which amended income recognition methods and certain disclosures
required by SFAS No. 114.  The Corporation implemented SFAS No. 114, as
amended, on October 1, 1995.  The statement establishes accounting measurement,
recognition and reporting standards for impaired loans.  SFAS No. 114 provides
that a loan is impaired when, based on current information and events, it is
probable that the creditor will be unable to collect all amounts due according
to the contractual terms (both principal and interest).  SFAS No. 114 requires
that when a loan is impaired, impairment should be measured based on the
present value of the expected cash flows, discounted at the loan's effective
interest rate.  If the loan is collateral dependent, as a practical expedient,
impairment can be based on a loan's observable market price or the fair value
of the collateral.  The value of the loan is adjusted through a valuation
allowance created through a charge against income.  Residential mortgages,
consumer installment obligations and credit cards are excluded.  Loans that
were treated as in-substance foreclosures under previous accounting
pronouncements are considered to be impaired loans and remain in the loan
portfolio under SFAS No. 114.  The adoption of SFAS No. 114, as amended, has
not had a material effect on the Corporation's financial condition or results
of operations.

         In December 1991, the FASB issued SAFS No. 107, "Disclosures about
Fair Value of Financial Instruments," which became effective beginning October
1, 1995.  SFAS No. 107 requires disclosure of the fair value of financial
instruments for both assets and liabilities recognized and not recognized in
the statements of financial position, for which it is practical to estimate the
fair value.  The adoption of SFAS No. 107 has not had a material effect on the
Corporation's financial condition or results of operations.





                                       12
<PAGE>   15
                FORT THOMAS FINANCIAL CORPORATION AND SUBSIDIARY

                                    PART II


Item 1.          Legal Proceedings

                 Neither the Corporation nor the Bank is involved in any
                 pending legal proceedings other than non-material legal
                 proceedings occurring in the ordinary course of business.

Item 2.          Changes in Securities

                 Not applicable.

Item 3.          Defaults Upon Senior Securities

                 Not applicable.

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

                 On January 27, 1997, the Corporation held an annual meeting
                 for the election of directors and the ratification of
                 auditors.  The votes with respect to such proposals are set
                 forth below.

Proposal One (Election of Directors):

<TABLE>
<CAPTION>
 Name                                   FOR                       AGAINST                    WITHHELD
 ----                                   ---                       -------                    --------
 <S>                                 <C>                           <C>                         <C>
 Larry N. Hatfield                   1,256,729                     5,875                       ---

 Robert L. Grimm                     1,256,729                     5,875                       ---

 Harold A. Luersen                   1,255,929                     6,675                       ---

 Don J. Beckmeyer                    1,256,729                     5,875                       ---

 J. Steven McLane                    1,256,729                     5,875                       ---
</TABLE>

Proposal Two (Ratification of Auditors):

<TABLE>
<CAPTION>
                 FOR                                AGAINST                              ABSTAIN
                 ---                                -------                              -------
              <S>                                    <C>                                  <C>
              1,247,746                              5,075                                9,783
</TABLE>





                                      13
<PAGE>   16
Item 5.          Other Information

                 None.

Item 6.          Exhibits and Reports on Form 8-K

                 None.





                                      14
<PAGE>   17
                                   SIGNATURES


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



                                  FORT THOMAS FINANCIAL CORPORATION
                             
                             
                             
Date: February 7, 1997            By: /s/ Larry N. Hatfield             
                                     ----------------------------------------
                                      Larry N. Hatfield 
                                      President and Chief Executive Officer  
                             
                                              
                             
                             
Date: February 7, 1997            By: /s/ J. Michael Lonnemann          
                                     ----------------------------------------
                                      J. Michael Lonnemann                   
                                      Vice President, Secretary and Principal
                                      Financial Officer