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

                                    FORM 10-K

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

     For the fiscal year ended September 30, 1996

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from              to

                         Commission file number: 0-22376

                                  HOME BANCORP
             (Exact name of registrant as specified in its charter)

        Indiana                                                35-1906765
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

 132 East Berry Street, P.O. Box 989, Fort Wayne, Indiana      46801-0989
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:          (219) 422-3502

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      None
           Securities Registered Pursuant to Section 12(g) of the Act:
                         Common Stock, without par value
                                (Title of class)

         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
requirements for the past 90 days. YES [ X ] NO [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not 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-K or any
amendment to this Form 10-K. [X]

         The aggregate  market value of the voting stock held by  non-affiliates
of the  registrant,  computed by reference to the average of the closing bid and
asked  prices of such stock on the Nasdaq  National  Market as of  December  13,
1996, was $59.7 million.  (The exclusion from such amount of the market value of
the  shares  owned  by any  person  shall  not be  deemed  an  admission  by the
registrant that such person is an affiliate of the registrant.)
<PAGE>
         As of December 13, 1996, there were issued and outstanding 3,381,385
shares of the Registrant's Common Stock.
 
                       DOCUMENTS INCORPORATED BY REFERENCE 

         Parts  II and IV of  Form  10-K -  Portions  of the  Annual  Report  to
Stockholders for the fiscal year ended September 30, 1996.
         Part III of Form 10-K - Portions of the Proxy Statement for fiscal 1996
Annual Meeting of Stockholders.
<PAGE>

                                     PART I

Item 1.  Description of Business

General

         Home Bancorp (the  "Company")  was formed as an Indiana  corporation on
December  14,  1993 to act as the  holding  company  for Home Loan Bank fsb (the
"Bank")  upon the  completion  of the Bank's  conversion  from the mutual to the
stock form (the "Conversion").  The Company received approval from the Office of
Thrift Supervision (the "OTS") to acquire all of the common stock of the Bank to
be outstanding  upon completion of the Conversion.  The Conversion was completed
on March 29, 1995. All references to the Company, unless otherwise indicated, at
or before March 29, 1995 refer to the Bank. The Company's Common Stock trades on
The Nasdaq Stock Market under the symbol "HBFW".

         At  September  30, 1996,  the Company had $322.7  million of assets and
stockholders' equity of $46.7 million (or 14.5%) of total assets.

         The Bank  was  organized  under  the name  Teutonia  Building  Loan and
Savings Association on March 22, 1893. In November 1993, the Bank converted from
an Indiana building and loan association to an Indiana  chartered mutual savings
bank,  and in December 1994  converted to a federally  chartered  mutual savings
bank. On March 29, 1995, upon  completion of the Conversion,  the Bank converted
from a federally  chartered  mutual savings bank to a federally  chartered stock
savings bank. The Bank's deposit accounts are insured up to applicable limits by
the Savings  Association  Insurance Fund (the "SAIF"),  which is administered by
the Federal Deposit Insurance  Corporation (the "FDIC"). The Bank is a member of
the Federal Home Loan Bank (the "FHLB") System.

         The  Company's  principal  business  historically  has been  attracting
deposits  from the general  public and  originating  long-term,  fixed-rate  and
adjustable-rate  loans  secured  primarily  by first  mortgage  liens on one- to
four-family real estate. The Company offers a variety of deposit accounts having
a wide range of interest rates and terms, does not actively solicit or advertise
for  deposits  outside of  northeastern  Indiana,  particularly  Allen and Adams
Counties, and does not accept brokered deposits.

         The  Company's  principal  source of revenue is  interest  income  from
lending activities, primarily one- to four-family residential mortgage loans.

         The  Company's  executive  office is located at 132 East Berry  Street,
P.O. Box 989, Fort Wayne, Indiana 46801-0989,  and its telephone number is (219)
422-3502.

         When used in this Form 10-K or future  filings by the Company  with the
Securities  and Exchange  Commission,  in the Company's  press releases or other
public  or  shareholder  communications,  or in oral  statements  made  with the
approval of an authorized  executive officer,  the words or phrases "will likely
result",  "are expected to",  "will  continue",  "is  anticipated",  "estimate",
"project",   "believe"   or  similar   expressions   are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  The  Company  wishes to caution  readers not to
place undue reliance on any such forward-looking statements, which speak only as
of the date made, and to advise readers that various factors, including regional
<PAGE>
and  national  economic  conditions,  changes in the  levels of market  interest
rates,  credit  risks of lending  activities,  and  competitive  and  regulatory
factors,  could affect the Company's  financial  performance and could cause the
Company's  actual  results for future  periods to differ  materially  from those
anticipated or projected.

         The  Company  does  not  undertake,   and  specifically  disclaims  any
obligation,  to publicly  release the result of  revisions  which may be made to
forward-looking   statements  to  reflect  the   occurrence  of  anticipated  or
unanticipated events or circumstances after the date of such statements.

Market Area

         The Company's market area is currently northeastern Indiana,  primarily
Allen and Adams Counties.  The Company serves its market area through eight bank
offices in Allen County and a single bank office in Adams County.

         Fort  Wayne,  the county  seat for Allen  County,  is located 118 miles
northeast of Indianapolis and is situated in the center of an approximately  156
mile radius hub  consisting of Chicago,  Grand Rapids,  Detroit,  Columbus,  and
Cincinnati.  Allen County has a broad mix of large  employers  which  provides a
relatively stable local business climate during recessionary times. Allen County
has 22 employers with 1,000 or more employees,  ranging from  communications  to
education to medical care to  manufacturing.  Allen County's largest employer is
Fort Wayne Community Schools with 3,856 employees. Lincoln National Corporation,
the parent company of Lincoln National Life Insurance Company, has approximately
3,480 employees and is  headquartered  in Fort Wayne. The third largest employer
is Parkview Memorial Hospital. The fourth largest employer is the General Motors
Truck and Bus Group which in 1986 established a  state-of-the-art  manufacturing
facility in Allen County which  produces  full-size C/K pick-up  trucks.  The GM
facility currently employs 2,949 people.

Lending Activities

         General.   The  Company   historically  has  concentrated  its  lending
activities on the  origination  of loans secured by first mortgage liens for the
purchase,  construction or refinancing of one- to four-family  residential  real
property.  These  loans  continue to be the major  focus of the  Company's  loan
origination activities, representing 96.6% of the Company's total loan portfolio
at September 30, 1996  (including one- to four-family  residential  construction
loans).  The Company also offers some  commercial  real estate loans  secured by
owner-occupied  property,  and a limited number of consumer loans,  primarily in
the form of home equity loans.  These  commercial real estate loans and consumer
loans constituted approximately 0.5% and 2.9%, respectively,  of the Bank's loan
portfolio at September 30, 1996.

         All loans must be  approved by three  members of the Bank's  six-person
loan committee consisting of the President,  four other officers and one outside
director.  The loan  committee  and all loan  officers meet weekly and each loan
officer presents his or her loans for approval.  Occasionally,  a unique or high
principal loan will be presented, at the discretion of management, to the Bank's
Board of Directors for review.
<PAGE>
         The Bank's regulatory lending limit for  loans-to-one-borrower is equal
to the greater of $500,000 or 15% of unimpaired  capital and surplus (except for
loans fully secured by certain readily marketable collateral, in which case this
limit is increased to 25% of unimpaired  capital and surplus).  At September 30,
1996,  the Bank's  lending limit under this  restriction  was $7.0 million.  The
Bank's  largest  lending  relationship  was a  construction  loan  commitment of
$800,000 on a residential property to a single borrower,  of which approximately
$615,000 had been disbursed as of September 30, 1996.  There were only two other
lending  relationships  in excess of $500,000 as of September  30, 1996,  all of
which  consisted of one- to four-family  residential  loans.  All of these loans
were performing in accordance with their repayment terms.

         Loan Portfolio  Data. The following table sets forth the composition of
the Company's loan portfolio by loan type as of the dates indicated, including a
reconciliation  of gross loans receivable  after  consideration of the allowance
for loan losses and deferred net loan fees.
<TABLE>
<CAPTION>
                                                                                     At September 30,
                                                  ----------------------------------------------------------------------------------
                                                            1996                           1995                        1994         
                                                  ------------------------        ----------------------      ----------------------
                                                    Amount         Percent          Amount     Percent         Amount        Percent
                                                    ------         -------          ------     -------         ------        -------
                                                                                  (Dollars in Thousands)
<S>                                               <C>             <C>             <C>          <C>            <C>            <C>
TYPE OF LOAN

Mortgage loans:
  One- to four-family residential...........      $238,102          91.83%        $204,886      92.48%        $192,650        92.82%
  Commercial real estate....................         1,357            .52            1,313        .59            1,086          .52 
  One- to four-family residential -
    Construction............................        12,407           4.79            8,814       3.98            8,156         3.93 

Consumer loans:
  Loans secured by deposits.................           743            .29              880        .40              680          .33 
  Home equity loans.........................         5,466           2.11            4,401       1.98            3,431         1.65 
  Home improvement loans....................         1,197            .46            1,262        .57            1,544          .75 
                                                  --------         ------         --------     ------         --------       ------ 
     Total loans receivable(1)..............       259,272         100.00%         221,556     100.00%         207,547       100.00%
                                                                   ======                      ======                        ====== 

Less:
  Allowance for loan losses.................         1,385                    1,372                    1,288   
  Deferred net loan fees....................           393                      454                      533   
  Loans in process..........................         7,188                    5,325                    5,048   
                                                  --------                 --------                 --------   
     Net loans receivable(1)................      $250,306                 $214,405                 $200,678   
                                                  ========                 ========                 ========   
<PAGE>
<CAPTION>
                                                                        At September 30,
                                                  ----------------------------------------------------- 
                                                             1993                            1992              
                                                  -----------------------         ---------------------        
                                                    Amount        Percent           Amount      Percent 
                                                    ------        -------           ------      ------- 
                                                                     (Dollars in Thousands)
<S>                                               <C>             <C>             <C>          <C>             
TYPE OF LOAN                                 
                                             
Mortgage loans:                              
  One- to four-family residential...........      $167,656         95.63%         $135,579      93.75%   
  Commercial real estate....................         1,107           .63             1,119        .77    
  One- to four-family residential -                                                                   
    Construction............................         2,244          1.28             3,813       2.64    
                                                                                                      
Consumer loans:                                                                                       
  Loans secured by deposits.................           636           .36               870        .60    
  Home equity loans.........................         2,290          1.31             1,668       1.15    
  Home improvement loans....................         1,382           .79             1,570       1.09    
                                                  --------        ------          --------     ------    
     Total loans receivable(1)..............       175,315        100.00%          144,619     100.00%   
                                                                  ======                       ======    
                                                                                                      
Less:                                                                                                 
  Allowance for loan losses.................         1,244                             844                    
  Deferred net loan fees....................           606                             548                    
  Loans in process..........................         2,075                           1,856                    
                                                  --------                        --------                    
     Net loans receivable(1)................      $171,390                        $141,371                    
                                                  ========                        ========                    
                                                                                                      
                                                 
(1)  Excludes  loans held for sale of: $0 at September 30, 1996,  1995 and 1994;
     $139,000 at September 30, 1993; and $55,000 at September 30, 1992.

</TABLE>
<PAGE>
         The  following  table sets forth certain  information  at September 30,
1996,  regarding  the dollar  amount of loans  maturing  in the  Company's  loan
portfolio  based on the date that  final  payment  is due under the terms of the
loan.  Demand  loans  having  no stated  schedule  of  repayments  and no stated
maturity,  and overdrafts are reported as due in one year or less. This schedule
does  not  reflect  the  effects  of  possible  prepayments  or  enforcement  of
due-on-sale clauses.
<TABLE>
<CAPTION>
                                        Balance
                                      Outstanding                    Due During Fiscal Years Ended September 30,
                                          at                                                2000        2002        2007     2012
                                     September 30,                                           to          to          to       and
                                         1996           1997        1998         1999       2001        2006        2011   following
                                         ----           ----        ----         ----       ----        ----        ----   ---------
                                                                        (In Thousands)
<S>                                  <C>            <C>         <C>         <C>         <C>         <C>         <C>         <C>
Mortgage loans:
  One- to four-family residential    $250,509(1)          53    $    357    $    657    $  2,490    $ 34,172    $127,610    $ 85,170
  Commercial real estate ........       1,357             71           8          --         119         464         695          --

Consumer loans:
  Home improvement ..............       1,197            382         124         139         302         250          --          --
  Home equity ...................       5,466          5,466          --          --          --          --          --          --
  Loans secured by deposits .....         743            743          --          --          --          --          --          --
                                     --------       --------    --------    --------    --------    --------    --------    --------

Total Loans Receivable ..........    $259,272       $  6,715    $    489    $    796    $  2,911    $ 34,886    $128,305    $ 85,170
                                     ========       ========    ========    ========    ========    ========    ========    ========

(1)  Includes  $5.5  million  in one- to  four-family  residential  construction
     loans,  all of which are scheduled to convert into permanent loans maturing
     after the year 2011.

</TABLE>
         The following  table sets forth,  as of September 30, 1996,  the dollar
amount  of all loans due after one year  which  have  fixed  interest  rates and
variable interest rates.
<TABLE>
<CAPTION>
                                                             Due After September 30, 1997
                                                    ----------------------------------------------
                                                    Fixed Rates      Variable Rates          Total
                                                    -----------      --------------          ----- 
                                                                     (In Thousands)
<S>                                                   <C>               <C>               <C>
Mortgage loans:
  One- to four-family residential...........          $212,364          $ 38,092          $250,456
  Commercial real estate....................               176             1,110             1,286

Consumer loans:
  Home improvement..........................               815               ---               815
  Home equity...............................               ---               ---               ---
  Loans secured by deposits.................               ---               ---               ---
                                                      --------          --------          -------- 
Total Loans Receivable......................          $213,355          $ 39,202          $252,557
                                                      ========          ========          ========
</TABLE>
<PAGE>
         One-  to  Four-Family   Residential   Mortgage  Loans.   The  Company's
residential   mortgage   loans  consist   primarily  of  one-  to   four-family,
owner-occupied  mortgage loans.  Approximately  $250.5 million, or 96.6%, of the
Company's  loan portfolio at September 30, 1996 consisted of one- to four-family
residential  mortgage  loans.  A  significant  portion,   approximately  85%  at
September 30, 1996, of the Company's  one- to four-family  residential  mortgage
loans provide for fixed rates of interest and for repayment of principal  over a
fixed period of 10, 15 and 20 years.  The Company does not make fixed rate loans
exceeding 30 years. The Company's one- to four-family residential mortgage loans
have  normally  remained  outstanding  for shorter  periods than provided for by
their contractual terms. The average life of such loans varies from year to year
with  changes  in  interest  rates,  but  management  believes  it is  generally
significantly  less  than  the  full  term of the  loans.  While  the  Company's
fixed-rate  one- to four-family  residential  mortgage loans are priced at rates
close to its  competitors'  rates,  the  Company  competes  for  loan  customers
somewhat  more on the basis of quality of service and somewhat less on the basis
of pricing.

         The  Company  underwrites  all  its  fixed  rate  one-  to  four-family
residential  mortgage loans to Federal National  Mortgage  Association  ("FNMA")
standards so that they may be sold in the  secondary  market.  The Company holds
for  investment all fixed rate one- to  four-family  residential  mortgage loans
with terms of 20 years or less and,  in 1991,  began  selling all of its 30-year
fixed rate loans in the secondary  market. As of September 30, 1996, the Company
had no fixed-rate  loans with remaining terms in excess of 20 years. The Company
retains the  servicing  on all loans it sells.  See  "-Originations  and Sale of
Loans."  Management feels that this strategy improves  liquidity and enables the
Company to better manage its interest rate risk.  See  "Management's  Discussion
and Analysis of Financial  Condition and Results of Operations - Asset/Liability
Management"  contained in the Annual Report to Stockholders  attached as Exhibit
13 to this document (the "Annual Report").

         The Company also offers  adjustable  rate loan products that reprice as
frequently  as every  year or can be fixed  for a term of up to seven  years and
adjust annually thereafter.  Currently originated ARM loans that adjust annually
are indexed to the one-year U.S.  Treasury  securities yields with a margin of 2
3/4% above such index.  In addition,  the maximum rate  adjustment  per year and
over the life of the loan is 2% and 6%, respectively. The Company commenced this
fiscal year to originate loans which are fixed for three,  five and seven years,
respectively,  which  revert to a one year ARM  indexed  to the one  -year  U.S.
Treasury thereafter.  These products have annual caps of 2% and lifetime caps of
6%. ARMs are  underwritten  for terms up to 30 years. At September 30, 1996, the
Company's one- to four-family ARM portfolio  totaled $38.1 million,  or 14.7% of
the Company's gross loan portfolio.

         Substantially all of the one- to four-family residential mortgage loans
that the  Company  originates  include  "due-on-sale"  clauses,  which  give the
Company  the right to declare a loan  immediately  due and  payable in the event
that, among other things,  the borrower sells or otherwise  disposes of the real
property subject to the mortgage and the loan is not repaid.
<PAGE>
         The Company does not currently originate mortgage loans if the ratio of
the loan  amount to the  value of the  property  securing  the loan  (i.e.,  the
"loan-to-value"  ratio)  exceeds 95%. In the event that the amount of a mortgage
loan exceeds 80% of the value of the real estate and  improvements,  the Company
requires that borrowers obtain private mortgage insurance in amounts intended to
reduce the Company's  exposure to 80% or less of the appraised value of the real
estate and improvements or the purchase price of the underlying collateral.  The
Company's mortgage lending is subject to loan origination  procedures prescribed
by its Board of Directors. See "- Origination and Sale of Loans."

         The Company makes fixed-rate and adjustable-rate  construction loans to
finance the construction of one-to four-family residences.  These loans are made
to borrowers  working with licensed  contractors or builders with an established
credit history confirmed  through the National  Association of Credit Management
and/or with  membership  in local home builders  associations.  The Company also
makes  builder  "spec"  loans to the  aforementioned  types of  contractors  and
builders,  generally  with no one  builder  having  more than  three  such loans
outstanding  at any one time. The money borrowed under the mortgage is disbursed
through four draws.  Draws occur after the foundation is laid, after roofing and
flatwork is completed, after dry-walling is completed, and after full completion
of the residence.  An occupancy  permit is required before the Company  releases
the final disbursement.  There are also inspections before each disbursement. In
the  case of  builder  "spec"  loans,  upon  completion  of the  residence,  the
mortgagor/owner-occupier  assumes a residential  mortgage loan with the Company.
The Company requires that all builder "spec" loans have personal guarantees from
the principal and his or her spouse.

         Loans to  individuals  for the  construction  of their  residences  are
structured  to be  permanent  loans,  with an initial  construction  phase which
typically  runs up to six  months.  These  loans have rates and terms  which are
consistent with those of other one- to four-family mortgage loans offered by the
Company,  except that during the construction  phase, the borrower pays interest
only. Residential  construction loans are generally underwritten pursuant to the
same guidelines  used for  originating  permanent  residential  loans,  with the
exception that the maximum  loan-to-value  ratio of owner occupied single family
construction loans is 90%.

         At September 30, 1996,  $12.4  million,  or 4.8%, of the Company's loan
portfolio consisted of construction  loans.  Although no construction loans were
classified as  non-performing as of September 30, 1996, these loans do involve a
higher level of risk than conventional one- to four-family  residential mortgage
loans. For example, if a project is not completed and the borrower defaults, the
Company may have to hire another  contractor to complete the project at a higher
cost. Also, a house may be completed but may not be marketable, resulting in the
borrower defaulting and the Company taking title to the house.

         Commercial Real Estate Loans.  At September 30, 1996, $1.4 million,  or
0.5%, of the Company's loan portfolio consisted of commercial real estate loans,
the largest of which was approximately  $268,000. All these loans are secured by
owner-occupied, non-residential real estate, such as small office buildings. The
Company  underwrites these loans on a case-by-case basis and, in addition to its
normal mortgage underwriting  criteria, the Company will evaluate the borrower's
ability to service the debt from the net operating income of the property. As of
September  30,  1996,   no  commercial   real  estate  loans  were  included  in
non-performing assets or classified as substandard.
<PAGE>
         Consumer Loans. The Company originates  consumer loans secured by liens
on real estate, including home improvement and home equity line of credit loans,
as well as deposit secured loans. At September 30, 1996, $7.4 million,  or 3.0%,
of the Company's loan portfolio  consisted of consumer loans.  Substantially all
of the  Company's  consumer  loans were secured by real estate at September  30,
1996.

         The Company's home equity line of credit loans,  the largest  component
of the Company's  consumer loan  portfolio,  are  transactional  accounts with a
maximum line of credit and with a minimum disbursement  amount.  Equity lines of
credit are not tied to a borrower's regular checking account. They are currently
priced at 1.5% above the prime rate of interest and are adjustable quarterly. In
addition, the equity lines of credit currently have a lifetime cap of 15.9%. The
minimum and  maximum  amounts  that can be borrowed  under a home equity line of
credit  are  $5,000  and   $100,000,   respectively,   provided   that   maximum
loan-to-value ratios relating to debt secured by the residence are not exceeded.
These maximum loan-to-value ratios are 80% if the Company is the first mortgagee
and 75% if another financial institution is the first mortgagee.

         Consumer  loans  generally  involve a higher  level of credit risk than
one- to four-family residential mortgage loans because of the type and nature of
the collateral and, in certain cases, the absence of collateral. These risks are
not as prevalent in the case of the Company's consumer loan portfolio,  however,
because of the high percentage of home  improvement  loans and home equity lines
of credit,  which are secured by real estate and  underwritten  in a manner such
that  they  result  in  a  lending  risk  which  is  substantially   similar  to
single-family residential loans. Furthermore, their relatively higher yields and
shorter   terms  to  maturity  are  believed  to  be  helpful  in  reducing  the
interest-rate  risk  of the  Company's  loan  portfolio  and in  broadening  the
Company's  lending  services.  As of September 30, 1996, no consumer  loans were
included in non-performing assets.

         Origination and Sale of Loans.  Loan originations come from a number of
sources.  One-  to  four-family   residential  mortgage  loan  originations  are
attributable  primarily to existing and walk-in  customers,  print and newspaper
advertisement  and to referrals from real estate brokers.  Loan applications are
taken by loan  officers at all of the  Company's  branches  and its main office.
Consumer  and  commercial  loans  are  also  obtained  from the  above  sources,
especially existing customers and other direct contacts with the Company.

         The  Company's  loan  approval   process  is  intended  to  assess  the
borrower's  ability  to repay the loan.  To do this,  the  Company  studies  the
borrower's  employment and credit history and  information on the historical and
projected income and expenses of its potential mortgagors.

         The Company's  loan  approval  process  assesses  both the  prospective
borrower's  ability to repay and the adequacy of the property as collateral  for
the loan  requested.  All loans must be approved by three  members of the Bank's
six-person loan committee  consisting of the President,  four other officers and
one outside  director.  The loan committee and all loan officers meet weekly and
each loan officer presents his or her loans for approval. Occasionally, a unique
or high  principal  loan will be presented to the Bank's Board of Directors  for
review at the discretion of management.
<PAGE>
         Property  appraisals on the real estate and  improvements  securing the
Company's one- to four-family residential mortgage loans are made by independent
appraisers  approved by the Bank's Board of Directors.  The  appraisers  inspect
properties in the process of construction  before  disbursements of construction
loan  proceeds are  authorized.  The Company  obtains  either a title  insurance
policy or an  abstract  of title and  opinion of counsel  on all  mortgage  real
estate  loans,   and  borrowers  also  must  obtain  hazard  insurance  and,  if
applicable,  flood insurance  prior to closing.  The Company  generally  escrows
hazard insurance  premiums,  mortgage  insurance premiums and real estate taxes.
The  borrower is required to make escrow  payments on a monthly  basis with each
payment of principal and interest.

         The Company  originates all its fixed rate mortgage loans in conformity
with the  standard  criteria of the FNMA.  In fiscal  1991,  the  Company  began
selling  all its  fixed  rate  mortgage  loans  with  terms  of 30  years in the
secondary market. It retains servicing,  however, on all the loans it sells. The
Company does not package mortgages or participations.  As of September 30, 1996,
the Company was servicing  $2.9 million of loans sold in the  secondary  market.
The  balance of loans  serviced is  relatively  low because the Company has only
sold longer term loans since 1991 and it does not  aggressively  market  30-year
fixed  rate  loan  products.  Due to the  limited  amount of  longer-term  loans
originated  by the  Company,  it does not  hedge  these  loans or have a hedging
policy in place.

         Although the Company  currently  has  authority to lend anywhere in the
United States,  it has confined its loan origination  activities to northeastern
Indiana,  primarily  Allen  and Adams  Counties.  At  September  30,  1996,  the
Company's entire loan portfolio was secured by property located within the State
of Indiana.
<PAGE>
         The following table shows loan origination, sale and repayment activity
for the Company during the periods indicated:
<TABLE>
<CAPTION>

                                                                      For the Year Ended September 30,
                                                                --------------------------------------------
                                                                  1996              1995              1994
                                                                --------          --------          --------
                                                                               (In Thousands)
<S>                                                             <C>               <C>               <C>
Gross loans receivable
  at beginning of periods............................           $221,556          $207,547          $175,315
                                                                --------          --------          --------
Originations:
  Mortgage loans:
    One- to four-family residential..................             78,011            45,043            65,025
    Commercial real estate...........................                200               100               ---
                                                                --------          --------          --------
       Total mortgage loans originated...............             78,211            45,143            65,025

  Consumer loans:
    Home improvement/equity loans....................              5,245             5,348             5,588
    Loans secured by deposits........................                461             1,023               539
                                                                --------          --------          --------
       Total consumer loans originated...............              5,706             6,371             6,127
                                                                --------          --------          --------
       Total originations............................             83,917            51,514            71,152
                                                                --------          --------          --------
Sales:
  Mortgage loans:
    One- to four-family residential..................                124               143             1,309
                                                                --------          --------          --------
       Total sales...................................                124               143             1,309
                                                                --------          --------          --------
Repayments and other deductions......................             46,077          37,362            37,611
                                                                --------          --------          --------
Gross loans receivable at end of period..............           $259,272          $221,556          $207,547
                                                                ========          ========          ========

</TABLE>
<PAGE>
Non-Performing and Problem Assets

         Savings banks identify problem assets in several categories,  including
accruing loans delinquent more than 90 days,  non-accruing loans,  troubled debt
restructurings,  and real estate acquired through foreclosure,  also called real
estate owned or "REO." At September  30, 1996,  only  $231,000 of the  Company's
assets were so classified, which represented .07% of the Company's total assets.

         Mortgage  loans are reviewed by the Company on a regular  basis and may
be placed on non-accrual status when they display a higher than acceptable level
of risk. This occurs when a loan is deemed inadequately protected (either by the
underlying  collateral  or by  the  paying  capacity  and/or  net  worth  of the
borrower) to an extent that makes  collectability  of interest  less probable or
the  collection  of  principal  in  full  doubtful.  Mortgage  loans  are put on
non-accrual status when they are 90 days delinquent (60 days for loans less than
one year old),  but only if the loan balance  equals or exceeds the value of the
property. Generally, when a loan is placed on non-accrual status, unpaid accrued
interest  is written off and  further  income  with  respect to the loan is only
recognized to the extent cash is received.  When  principal  repayment is deemed
doubtful, the loan is written off.

         The  following  table  sets forth the  amounts  and  categories  of the
Company's non-performing assets. It is the policy of the Company that earned but
uncollected  interest  on all loans be  reviewed  monthly  to  determine  if any
portion thereof should be classified as  uncollectible  for any loan past due in
excess of 90 days.
<TABLE>
<CAPTION>
                                                                                  At September 30,
                                                            --------------------------------------------------------
                                                              1996         1995        1994         1993        1992
                                                            ------       ------      ------        -----      ------
                                                                                (Dollars in Thousands)
<S>                                                           <C>         <C>         <C>            <C>        <C>

Accruing loans delinquent more than 90 days...........        $231        $  97       $  90         $254        $274
Non-accruing loans....................................         ---          ---         ---          ---         ---
Troubled debt restructurings..........................         ---          ---         ---          ---         ---
                                                              ----        -----       -----         ----        ---- 
    Total non-performing loans........................         231           97          90          254         274
Real estate owned, net................................         ---          ---          34            9         ---
                                                              ----        -----       -----         ----        ---- 
   Total non-performing assets........................        $231        $  97        $124         $263        $274
                                                              ====        =====        ====         ====        ====

Non-performing loans to total loans, net(1)...........        0.09%        0.04%       0.04%        0.15%       0.19%
Non-performing assets to total assets.................        0.07%        0.03%       0.05%        0.11%       0.14%

-----------------
(1)   Total loans less deferred net loan fees and loans in process.
</TABLE>
<PAGE>
         Delinquent Loans. The following table sets forth certain information at
September 30, 1996 relating to delinquencies in the Company's portfolio.
<TABLE>
<CAPTION>
                                                               Loans Delinquent For:                        Total Loans Delinquent
                                             ------------------------------------------------------------  -------------------------
                                                     60-89 Days                   90 Days and Over             60 Days or More
                                             ------------------------------  ----------------------------  -------------------------
                                                                   Percent                       Percent                    Percent
                                                                   of Loan                       of Loan                    of Loan
                                             Number    Amount      Category  Number   Amount     Category  Number  Amount   Category
                                             ------    ------      --------  ------   ------     --------  ------  ------   --------
                                                                               (Dollars in Thousands)
<S>                                             <C>     <C>          <C>       <C>     <C>          <C>      <C>     <C>       <C>
One- to four-family
  residential mortgage
  loans ................................        11      $289          .12%      4      $231         .09%     15      $520       .21%

Commercial real estate
   loans ...............................         1        29         2.14%     --        --          --       1        29      2.14%

Consumer loans .........................         1         7          .09%     --        --          --       1         7       .09%
                                                --      ----          ----      -      ----         ----     --      ----       ----
     Total loans .......................        13      $325          .12%      4      $231         .09%     17      $556       .21%
                                                ==      ====                   ==      ====                  ==      ====
</TABLE>
         When a borrower fails to make a required  payment after a ten-day grace
period,  the Company  attempts to cause the borrower to cure the  deficiency  by
corresponding  with the  borrower.  A late notice is sent to the  borrower and a
phone call to the borrower is also made. Deficiencies are cured promptly in most
cases;  however, if continued trouble exists, the Company will make house visits
to the borrower.  If it is determined  after this that the deficiency  cannot be
cured,  the Company  normally  gives notice of and then  institutes  appropriate
legal action, such as foreclosure.

         As of September  30, 1996,  there were no loans which were not included
in the table above where known information about the possible credit problems of
borrowers  caused  management  to have  serious  doubts as to the ability of the
borrower to comply with  present  loan  repayment  terms and which may result in
disclosure of such loans in the future.

         Classified assets.  Federal  regulations provide for the classification
of loans and other assets, such as debt and equity securities  considered by the
OTS to be of lesser quality, as "substandard," "doubtful" or "loss." An asset is
considered  "substandard"  if it is  inadequately  protected  by the current net
worth and paying capacity of the obligor or of the collateral  pledged,  if any.
"Substandard"  assets include those characterized by the "distinct  possibility"
that the insured  institution  will sustain "some loss" if the  deficiencies are
not  corrected.  Assets  classified  as  "doubtful"  have all of the  weaknesses
inherent in those classified  "substandard," with the added  characteristic that
the weaknesses present make "collection or liquidation in full," on the basis of
currently  existing facts,  conditions,  and values,  "highly  questionable  and
improbable."  Assets  classified as "loss" are those considered  "uncollectible"
and  of  such  little  value  that  their  continuance  as  assets  without  the
establishment of a specific loss reserve is not warranted.
<PAGE>
         An insured  institution is required to establish general allowances for
loan  losses in an amount  deemed  prudent by  management  for loans  classified
substandard or doubtful,  as well as for other problem loans. General allowances
represent loss allowances  which have been established to recognize the inherent
risk associated with lending activities,  but which, unlike specific allowances,
have  not  been  allocated  to  particular  problem  assets.   When  an  insured
institution  classifies  problem  assets as  "loss,"  it is  required  either to
establish  a specific  allowance  for losses  equal to 100% of the amount of the
asset so classified or to charge off such amount. An institution's determination
as to  the  classification  of its  assets  and  the  amount  of  its  valuation
allowances  is  subject  to review by the OTS and the FDIC,  which may order the
establishment of additional general or specific loss allowances.

         In connection  with its  classification  of asset  policy,  the Company
regularly  reviews its loan  portfolio  to determine  whether any loans  require
classification.  At September 30, 1996,  the  aggregate  amount of the Company's
classified  assets,  and of the Company's  general and specific loss allowances,
were as follows:
<TABLE>
<CAPTION>
                                                           At September 30, 1996
                                                           ---------------------
                                                              (In Thousands)
<S>                                                            <C>

Substandard assets............................................ $     231
Doubtful assets...............................................       ---
Loss assets...................................................       ---
                                                               ---------
   Total classified assets.................................... $     231
                                                               =========

General loss allowances....................................... $   1,385
Specific loss allowances......................................       ---
                                                               ---------
   Total allowances........................................... $   1,385
                                                               =========
</TABLE>
Allowance for Loan Losses

         The allowance  for loan losses is maintained  through the provision for
loan  losses,  which is charged to earnings.  The  provision  is  determined  in
conjunction  with  management's   review  and  evaluation  of  current  economic
conditions  (including  those of the  Company's  lending  area),  changes in the
character and size of the loan portfolio,  loan delinquencies (current status as
well as past and  anticipated  trends) and adequacy of collateral  securing loan
delinquencies,  historical and estimated net  charge-offs,  and other  pertinent
information derived from a review of the loan portfolio.  Real estate properties
acquired  through  foreclosure  are recorded at fair value. If fair value at the
date of  foreclosure  is  lower  than  the  balance  of the  related  loan,  the
difference  will be  charged-off to the allowance for loan losses at the time of
transfer.  Valuations  are  periodically  updated by management and if the value
less  estimated  disposition  costs is less than the  carrying  value a specific
provision for losses on such property is established by a charge to operations.
<PAGE>
         Although   management  believes  that  it  uses  the  best  information
available to determine the allowance,  unforeseen market conditions could result
in adjustments and net earnings could be significantly affected if circumstances
differ   substantially   from  the   assumptions   used  in  making   the  final
determination. Future additions to the Company's allowance will be the result of
periodic loan,  property and collateral  reviews and thus cannot be predicted in
advance. See Notes 1 and 3 of the Notes to Consolidated  Financial Statements in
the Annual Report.  In management's  opinion,  the Company's  allowance for loan
losses is adequate to absorb  possible future losses from loans at September 30,
1996.

         Summary of Loan Loss  Experience.  The following table analyzes changes
in the allowance for loan losses during the past five years ended  September 30,
1996.
<TABLE>
<CAPTION>
                                                                   Year Ended September 30,
                                               ---------------------------------------------------------
                                                 1996        1995         1994         1993         1992
                                               ------     -------      -------      -------      -------
                                                                   (Dollars in Thousands)
<S>                                            <C>        <C>          <C>          <C>          <C>

Balance of allowance at beginning of period    $1,372     $ 1,288      $ 1,244      $   844      $   324
Add:
Recoveries of loans previously charged off:
 One- to four-family residential ..........      --          --           --           --           --
                                               ------     -------      -------      -------      -------
Less charge-offs:
  One- to four-family residential .........      --            (3)          (1)         (37)        --
                                               ------     -------      -------      -------      -------
Net charge-offs ...........................      --            (3)          (1)         (37)        --
Provisions for loan losses ................        13          87           45          437          520
                                               ------     -------      -------      -------      -------
Balance of allowance at end of period .....    $1,385     $ 1,372      $ 1,288      $ 1,244      $   844
                                               ======     =======      =======      =======      =======

Net charge-offs to total average loans
 outstanding for period(1) ................       ---%        ---%         ---%         .02%         ---%
                                               ======     =======      =======      =======      =======
Allowance to net loans receivable at end of
 period ...................................       .55%        .64%         .64%         .72%         .59%
                                               ======     =======      =======      =======      =======
Allowance to total non-performing loans at
 end of period ............................       600%      1,414%       1,431%         490%         308%
                                               ======     =======      =======      =======      =======

-----------------
(1) Total average loans exclude deferred net loan fees and loans in process.
</TABLE>
<PAGE>
         Allocation of Allowance for Loan Losses.  The following  table presents
an analysis of the allocation of the Company's  allowance for loan losses at the
dates indicated.
<TABLE>
<CAPTION>
                                                                         At September 30,
         
                                     1996                 1995                1994                 1993                1992
                              ------------------   ------------------   ------------------  ------------------  --------------------
                                        Percent              Percent              Percent             Percent             Percent
                                        of Loans             of Loans             of Loans            of Loans            of Loans
                                        in Each              in Each              in Each             in Each             in Each
                                        Category             Category             Category            Category            Category
                                        to Total             to Total             to Total            to Total            to Total
                              Amount     Loans     Amount     Loans     Amount     Loans     Amount    Loans    Amount     Loans
                              ------     -----     ------     -----     ------     -----     ------    -----    ------     -----
                                                                          (In Thousands)
<S>                           <C>       <C>        <C>       <C>        <C>       <C>        <C>      <C>         <C>     <C>
Balance at end of period
 applicable to:
One- to four-family
  residential..............   $1,058     91.83     $1,050     92.48     $1,005     92.82     $  944    95.63%     $564     93.75%
Commercial real estate.....       35       .52         35       .59         33       .52         33      .63        34       .77
Construction loans.........      112      4.79        102      3.98         95      3.93         67     1.28       114      2.64
Consumer loans.............       40      2.86         40      2.95         33      2.73         33     2.46        33      2.84
Unallocated................      140       ---        145       ---        122      ---         167      ---        99      ---
                              ------       ---     ------       ---     ------      ----     ------     ----      ----      ----
     Total.................   $1,385    100.00     $1,372    100.00     $1,288    100.00     $1,244   100.00%     $844    100.00%
                              ======    ======     ======    ======     ======    ======     ======   ======      ====    ======

</TABLE>
Investments

         The Bank must maintain  minimum levels of  investments  that qualify as
liquid  assets  under  OTS  regulations.  Liquidity  may  increase  or  decrease
depending upon the  availability of funds and comparative  yields on investments
in relation to the return on loans. Historically, the Bank has maintained liquid
assets at levels above the minimum  requirements  imposed by the OTS regulations
and  above  levels  believed   adequate  to  meet  the  requirements  of  normal
operations,  including  potential  deposit  outflows.  Cash flow projections are
regularly  reviewed and updated to assure that adequate liquidity is maintained.
At September 30, 1996, the Bank's liquidity ratio (liquid assets as a percentage
of net withdrawable savings deposits and current borrowings) was 22.9%.

         Federally  chartered savings  institutions have the authority to invest
in various types of liquid assets, including United States Treasury obligations,
securities  of various  federal  agencies,  certain  certificates  of deposit of
insured banks and savings institutions, certain bankers' acceptances, repurchase
agreements  and  federal  funds.  Subject  to  various  restrictions,  federally
chartered savings  institutions may also invest their assets in investment grade
commercial  paper and corporate  debt  securities  and mutual funds whose assets
conform to the investments  that a federally  chartered  savings  institution is
otherwise authorized to make directly.
<PAGE>
         The Company's  investment policy, which was established by the Board of
Directors and is implemented by the President,  is designed primarily to provide
and maintain  liquidity  within  federal  regulatory  guidelines,  to maintain a
balance of high quality  investments to minimize  risk,  and to maximize  return
without sacrificing  liquidity and safety. The Company restricts its investments
to the following six types of investments:  (i) U.S.  Treasury Bills,  (ii) U.S.
Treasury Notes, (iii) U.S. Treasury Bonds, (iv) Federal Funds up to a maximum of
$2 million per commercial bank, (v) FHLB of Indianapolis time deposits, and (vi)
certificates  of deposit of $1 million per  commercial  bank.  At September  30,
1996,  the Company had an  outstanding  balance of $52.8  million in  investment
securities (excluding FHLB stock) with a weighted average yield of 6.37%.

         The following  table sets forth the carrying  value and market value of
the Company's investment portfolio at the dates indicated.
<TABLE>
<CAPTION>
                                                                        At September 30,
                                          ----------------------------------------------------------------------------
                                                   1996                       1995                       1994
                                          ----------------------     ----------------------     ----------------------
                                          Carrying        Market     Carrying        Market     Carrying        Market
                                           Value          Value       Value          Value       Value          Value
                                         --------      --------     --------      --------     --------      --------
                                                                        (In Thousands)
<S>                                       <C>           <C>          <C>           <C>          <C>           <C>
U.S. Treasury Bonds, held to
    maturity........................      $48,819       $49,273      $69,949       $70,622      $48,170       $47,529
U.S. Treasury Bonds, available
    for sale . . . . . . . . . . . . . .    3,969         3,969          ---           ---          ---           ---
FHLB stock..........................        2,054         2,054        1,968         1,968        1,825         1,825
                                          -------       -------      -------       -------      -------       ------- 
Total investments...................      $54,842       $55,296      $71,917       $72,590      $49,995       $49,354
                                          =======       =======      =======       =======      =======       =======
</TABLE>
         The  following  table sets forth the amount of  investment  securities,
excluding  FHLB stock which mature during each of the periods  indicated and the
weighted average yields for each range of maturities at September 30, 1996.
<TABLE>
<CAPTION>
                                                                  September 30, 1996
                                      ------------------------------------------------------------------------------
                                                    Over 1        Over 5
                                       1 Year      Through       Through      Over
                                      or Less      5 Years       10 Years    10 Years    Total Investment Securities
                                      -------      -------       --------    --------    ---------------------------
                                      Carrying     Carrying      Carrying     Carrying      Carrying         Market
                                       Value         Value         Value       Value         Value          Value
                                       -----         -----         -----       -----         -----          -----
                                                                (Dollars in Thousands)
<S>                                    <C>          <C>         <C>          <C>             <C>            <C>           

U.S. Treasury Bonds ............       $30,056      $22,732     $     ---    $     ---       $52,788        $53,242
                                       =======      =======     =========    =========       =======        =======

Weighted average yield..........          5.75%        7.22%          ---%         ---%         6.37%

</TABLE>
<PAGE>
         At September 30, 1996, the Company's  investment  securities  portfolio
contained  neither  tax-exempt  securities  nor securities of any issuer with an
aggregate  book value in excess of 10% of the  Company's  stockholders'  equity,
excluding those issued by the United States Government or its agencies.

Sources Of Funds

         General.  Deposits have traditionally been the Company's primary source
of funds for use in lending and investment activities.  In addition to deposits,
the Company derives funds from loan amortization, prepayments, retained earnings
and income on earning  assets.  While  loan  amortization  and income on earning
assets are relatively stable sources of funds,  deposit inflows and outflows can
vary widely and are influenced by prevailing  interest rates,  market conditions
and levels of competition.  Borrowings from the FHLB of Indianapolis may be used
in the short-term to compensate for reductions in deposits or deposit inflows at
less than  projected  levels.  The  Company  has rarely  borrowed on a long term
basis.

         Deposits. Deposits are attracted,  principally from within northeastern
Indiana,  particularly Allen and Adams Counties, through the offering of a broad
selection of deposit instruments  including NOW and other transaction  accounts,
fixed-rate certificates of deposit,  individual retirement accounts, and savings
accounts.  The Company  does not  actively  solicit or  advertise  for  deposits
outside of northeastern Indiana,  particularly Allen and Adams Counties,  and it
does not accept brokered deposits. Substantially all of the Company's depositors
are residents of northeastern  Indiana,  particularly  Allen and Adams Counties.
Deposit  account terms vary,  with the principal  differences  being the minimum
balance  required,  the  amount of time the  funds  remain  on  deposit  and the
interest rate.

         The Company has maintained its deposit base,  estimated as of September
30,  1996,  at  approximately  5.0% and 8.0% of the  market  among each of Allen
County's and Adams  County's  banks,  savings  associations,  and credit unions,
respectively, despite a more competitive environment for deposits.

         Interest  rates  paid,  maturity  terms,  service  fees and  withdrawal
penalties are established by the Company on a periodic basis.  Determination  of
rates and terms are predicated on funds, acquisition and liquidity requirements,
rates paid by  competitors,  growth goals and federal  regulations.  The Company
relies,  in part,  on customer  service  and  long-standing  relationships  with
customers to attract and retain its deposits,  but also competitively prices its
deposits  in  relation  to rates  offered by its  competitors.  For  information
relating to the average  balance of and rates paid on the Company's  deposits by
category,  see "Management's  Discussion and Analysis of Financial Condition and
Results of  Operations  - Average  Balances,  Interest  Rates and Yields" in the
Annual Report.
<PAGE>
         An analysis of the  Company's  deposit  accounts by type,  maturity and
rate at September 30, 1996, is as follows:
<TABLE>
<CAPTION>
                                                        Minimum        Balance at                       Weighted
                                                        Opening       September 30,        % of         Average
Type of Account                                         Balance           1996           Deposits         Rate
---------------                                         -------           ----           --------         ----
                                                              (Dollars in Thousands except minimum balance)
<S>                                                     <C>             <C>               <C>              <C>   
Withdrawable:
  Passbook savings accounts......................       $   200         $ 16,523             6.09%         2.76%
  Money market accounts..........................         2,500            6,532             2.41          3.14
  NOW and other transactions accounts                       100           14,356             5.30           .98
                                                                        --------           ------ 
    Total withdrawable...........................                         37,411            13.80
                                                                        --------           ------ 

Certificates and IRA's (original terms):(1)
  90 days and less...............................         1,000           42,844            15.80          4.81
  91 days........................................         1,000            2,032              .75          4.88
  182 days.......................................         1,000           35,639            13.14          5.39
  12 months......................................         1,000           21,624             7.97          5.27
  18 months......................................         1,000           28,139            10.38          5.50
  24 months......................................         1,000            7,997             2.95          5.85
  30 months......................................         1,000           27,475            10.13          5.88
  36 months......................................         1,000            5,875             2.17          5.93
  48 months......................................         1,000              932              .34          5.42
  60 months......................................         1,000           19,430             7.16          6.19
  72 months......................................         1,000               19              .01          7.50
  84 months and over.............................         5,000           41,768            15.40          7.03
                                                                         -------           ------
     Total certificates and IRA's................                        233,774            86.20
                                                                        --------           ------
     Total deposits..............................                       $271,185           100.00%
                                                                        ========           ======
----------- 
(1)Total IRA account  balances are $22.5 million.  The IRA accounts are included
     in the various CD terms with corresponding minimums.
</TABLE>
         The following table sets forth the scheduled maturities of certificates
of deposit for the years ended September 30:
<TABLE>
<CAPTION>
               Maturity Period                 (In Thousands)
               ---------------                 --------------
                     <S>                           <C>
                     1997 . . . . . . . . . . . .  $132,505
                     1998 . . . . . . . . . . . .    40,018
                     1999 . . . . . . . . . . . .    11,481
                     2000 . . . . . . . . . . . .     8,886
                     2001 . . . . . . . . . . . .     5,210
                     Thereafter . . . . . . . . .    35,674
                                                   --------
                                                   $233,774
                                                   ========
</TABLE>
<PAGE>
         The following  table  indicates the amount of Company  certificates  of
deposit of $100,000 or more by time remaining until maturity as of September 30,
1996.
<TABLE>
<CAPTION>


         Maturity Period                                        (In Thousands)
         ---------------                                        --------------
<S>                                                                 <C>
Three months or less......................................          $14,765
Greater than three months through six months..............            7,551
Greater than six months through twelve months.............            6,595
Over twelve months........................................           15,336
                                                                    ------- 
     Total................................................          $44,247
                                                                    ======= 
</TABLE>
         Borrowings.  The Company  focuses on generating  high quality loans and
then seeks the best source of funding from deposits,  investments or borrowings.
In the past, the Company has occasionally  obtained  short-term  borrowings from
the FHLB of Indianapolis. There are regulatory restrictions on advances from the
FHLBs.  See "Regulation - Federal Home Loan Bank System." These  limitations are
not expected to have any impact on the Company's ability to borrow from the FHLB
of  Indianapolis.   At  September  30,  1996,  the  Company  had  no  borrowings
outstanding  and it has not had borrowings  outstanding  since 1984. The Company
does not anticipate any difficulty in obtaining advances appropriate to meet its
requirements in the future.

Regulation

         General.  The Bank is a federally  chartered savings bank, the deposits
of which are  federally  insured  and backed by the full faith and credit of the
United  States  Government.  Accordingly,  the Bank is subject to broad  federal
regulation  and  oversight  extending  to all its  operations.  The Company is a
member of the FHLB of Indianapolis and is subject to certain limited  regulation
by the Board of  Governors  of the  Federal  Reserve  System  ("Federal  Reserve
Board").  As the savings and loan holding  company of the Bank, the Company also
is subject to federal regulation and oversight. The purpose of the regulation of
the  Company  and other  holding  companies  is to  protect  subsidiary  savings
associations.  The Bank is a member of the Savings  Association  Insurance  Fund
("SAIF"),  which  together with the Bank  Insurance Fund (the "BIF") are the two
deposit  insurance funds  administered by the FDIC, and the deposits of the Bank
are  insured  by the FDIC.  As a result,  the FDIC has  certain  regulatory  and
examination  authority over the Bank.  Certain of these regulatory  requirements
and restrictions are discussed below or elsewhere in this document.

         Federal  Regulation  of  Savings  Associations.  The OTS has  extensive
authority  over  the  operations  of  savings  associations.  As  part  of  this
authority,  the Bank is required to file  periodic  reports  with the OTS and is
subject to periodic  examinations  by the OTS and the FDIC. The last regular OTS
examination  of the Bank was as of September 30, 1995.  When these  examinations
are  conducted by the OTS, the  examiners may require the Company to provide for
higher  general or specific loan loss  reserves.  All savings  associations  are
subject to a semi-annual assessment,  based upon the savings association's total
assets,  to fund the  operations of the OTS. The Bank's OTS  assessment  for the
fiscal year ended September 30, 1996, was approximately $78,000.
<PAGE>
         The OTS also  has  extensive  enforcement  authority  over all  savings
institutions  and their holding  companies,  including the Bank and the Company.
This enforcement  authority includes,  among other things, the ability to assess
civil  money  penalties,  to issue  cease-and-desist  or  removal  orders and to
initiate  injunctive  actions.  In  general,  these  enforcement  actions may be
initiated  for  violations  of  laws  and  regulations  and  unsafe  or  unsound
practices.  Other  actions or  inactions  may provide the basis for  enforcement
action,  including  misleading or untimely  reports  filed with the OTS.  Except
under certain  circumstances,  public disclosure of final enforcement actions by
the OTS is required.

         In addition,  the  investment,  lending and branching  authority of the
Bank is  prescribed  by federal laws and it is  prohibited  from engaging in any
activities not permitted by such laws. For instance,  no savings institution may
invest in  non-investment  grade  corporate debt  securities.  In addition,  the
permissible  level of  investment  by federal  associations  in loans secured by
non-residential real property may not exceed 400% of total capital,  except with
approval of the OTS. Federal savings  associations are also generally authorized
to establish branch offices nationwide. The Bank is in compliance with the noted
restrictions.

         The Bank's general permissible lending limit for  loans-to-one-borrower
is equal to the  greater of $500,000  or 15% of  unimpaired  capital and surplus
(except for loans fully secured by certain  readily  marketable  collateral,  in
which case this limit is increased to 25% of unimpaired capital and surplus). At
September 30, 1996, the Company's  lending limit under this restriction was $7.0
million. The Bank is in compliance with the loans-to-one-borrower limitation.

         The OTS, as well as the other  federal  banking  agencies,  has adopted
guidelines  establishing  safety and soundness standards on such matters as loan
underwriting and  documentation,  asset quality,  earnings  standards,  internal
controls and audit  systems,  interest rate risk exposure and  compensation  and
other  employee  benefits.  Any  institution  which  fails to comply  with these
standards must submit a compliance plan. A failure to submit a plan or to comply
with an  approved  plan will  subject  the  institution  to further  enforcement
action.

         Insurance of Accounts and  Regulation by the FDIC. The Bank is a member
of the SAIF,  which is  administered  by the FDIC.  Deposits  are  insured up to
applicable limits by the FDIC and such insurance is backed by the full faith and
credit of the United States  Government.  As insurer,  the FDIC imposes  deposit
insurance  premiums and is authorized to conduct  examinations of and to require
reporting by FDIC-insured  institutions.  It also may prohibit any  FDIC-insured
institution  from engaging in any activity the FDIC  determines by regulation or
order  to pose a  serious  risk to the SAIF or the  BIF.  The FDIC  also has the
authority to initiate  enforcement actions against savings  associations,  after
giving the OTS an opportunity to take such action, and may terminate the deposit
insurance if it determines that the institution has engaged in unsafe or unsound
practices or is in an unsafe or unsound condition.
<PAGE>
         The FDIC's deposit insurance premiums are assessed through a risk-based
system under which all insured  depository  institutions  are placed into one of
nine  categories  and  assessed  insurance  premiums  based upon their  level of
capital and supervisory evaluation. Under the system, institutions classified as
well  capitalized  (i.e., a core capital ratio of at least 5%, a ratio of Tier 1
or core capital to  risk-weighted  assets  ("Tier 1  risk-based  capital") of at
least 6% and a risk-based capital ratio of at least 10%) and considered healthy,
pay the  lowest  premium  while  institutions  that  are  less  than  adequately
capitalized (i.e., core or Tier 1 risk-based capital ratios of less than 4% or a
risk-based  capital  ratio  of less  than  8%)  and  considered  of  substantial
supervisory concern pay the highest premium.  Risk classification of all insured
institutions is made by the FDIC semi-annually.

         The FDIC is authorized to increase  assessment  rates,  on a semiannual
basis, if it determines that the reserve ratio of the SAIF will be less than the
designated  reserve  ratio of 1.25% of SAIF insured  deposits.  In setting these
increased  assessments,  the FDIC must seek to restore the reserve ratio to that
designated  reserve  level,  or such higher  reserve ratio as established by the
FDIC.  The FDIC may also impose  special  assessments  on SAIF  members to repay
amounts  borrowed from the United States Treasury or for any other reason deemed
necessary by the FDIC.

         For the  first six  months of 1995,  the  assessment  schedule  for BIF
members and SAIF members  ranged from .23% to .31% of  deposits.  As is the case
with the SAIF, the FDIC is authorized to adjust the insurance  premium rates for
banks that are insured by the BIF of the FDIC in order to  maintain  the reserve
ratio of the BIF at  1.25%  of BIF  insured  deposits.  As a  result  of the BIF
reaching its statutory  reserve ratio the FDIC revised the premium  schedule for
BIF insured  institutions  to provide a range of .04% to .31% of  deposits.  The
revisions  became  effective in the third quarter of 1995. In addition,  the BIF
rates were further revised,  effective January 1996, to provide a range of 0% to
 .27%. The SAIF rates,  however,  were not adjusted. At the time the FDIC revised
the BIF premium schedule, it noted that, absent legislative action (as discussed
below),  the SAIF would not attain its  designated  reserve ratio until the year
2002. As a result,  SAIF insured members would continue to be generally  subject
to higher deposit insurance  premiums than BIF insured  institutions  until, all
things being equal, the SAIF attained its required reserve ratio.

         In order to eliminate this disparity and any  competitive  disadvantage
between  BIF and SAIF  member  institutions  with  respect to deposit  insurance
premiums,  legislation to  recapitalize  the SAIF was enacted in September 1996.
The legislation provides for a one-time assessment to be imposed on all deposits
assessed at the SAIF rates, as of March 31, 1995, in order to  recapitalize  the
SAIF. It also provides for the merger of the BIF and the SAIF on January 1, 1999
if no savings  associations  then exist.  The special  assessment  rate has been
established  at .657% of deposits by the FDIC and the  resulting  assessment  of
$1.65 million was paid in November 1996. This special  assessment  significantly
increased  noninterest  expense and adversely  affected the Company's results of
operations for the year ended September 30, 1996. See  "Management's  Discussion
and Analysis of Financial  Condition and Results of Operations - General" and "-
Noninterest  Expense"  in  the  Annual  Report.  As  a  result  of  the  special
assessment,  the Bank's  annual  deposit  insurance  premiums will be reduced to
approximately  $285,000 based upon its current risk  classification  and the new
assessment schedule for SAIF insured institutions. These premiums are subject to
change in future periods.
<PAGE>
         Prior  to the  enactment  of the  legislation,  a  portion  of the SAIF
assessment imposed on savings  associations was used to repay obligations issued
by a federally chartered corporation to provide financing ("FICO") for resolving
the thrift  crisis in the 1980s.  Although the FDIC has  proposed  that the SAIF
assessment be equalized with the BIF assessment  schedule,  effective October 1,
1996, SAIF-insured institutions will continue to be subject to a FICO assessment
as a result of this continuing  obligation.  Although the  legislation  also now
requires  assessments  to be made on  BIF-assessable  deposits for this purpose,
effective  January 1, 1997,  that  assessment will be limited to 20% of the rate
imposed on SAIF  assessable  deposits  until the earlier of December 31, 1999 or
when no  savings  association  continues  to exist,  thereby  imposing a greater
burden  on SAIF  member  institutions  such as the  Bank.  Thereafter,  however,
assessments  on  BIF-member  institutions  will  be made on the  same  basis  as
SAIF-member  institutions.  The rates to be established by the FDIC to implement
this  requirement for all  FDIC-insured  institutions is uncertain at this time,
but are  anticipated to be about a 6.5 basis points  assessment on SAIF deposits
and 1.5 basis points on BIF deposits until BIF insured institutions  participate
fully in the assessment.

         Regulatory    Capital    Requirements.    Federally   insured   savings
associations,  such as the Bank,  are  required to  maintain a minimum  level of
regulatory  capital.  The OTS has  established  capital  standards,  including a
tangible capital requirement, a leverage ratio (or core capital) requirement and
a risk-based capital requirement applicable to such savings associations.  These
capital  requirements  must be generally as stringent as the comparable  capital
requirements  for national  banks.  The OTS is also authorized to impose capital
requirements  in excess  of these  standards  on  individual  associations  on a
case-by-case basis.

         The capital  regulations  require  tangible capital of at least 1.5% of
adjusted total assets (as defined by  regulation).  Tangible  capital  generally
includes  common   stockholders'   equity  and  retained  income,   and  certain
noncumulative  perpetual  preferred stock and related income.  In addition,  all
intangible  assets,  other than a limited amount of purchased mortgage servicing
rights,  must be deducted from tangible capital for calculating  compliance with
the  requirement.  At September 30, 1996,  the Bank did not have any  intangible
assets.

         The OTS regulations establish special  capitalization  requirements for
savings associations that own subsidiaries.  In determining  compliance with the
capital requirements,  all subsidiaries engaged solely in activities permissible
for national  banks or engaged in certain other  activities  solely as agent for
its customers are  "includable"  subsidiaries  that are consolidated for capital
purposes in proportion to the association's level of ownership. At September 30,
1996, the Bank did not have any subsidiaries.

         At September 30, 1996, the Bank had tangible  capital of $38.5 million,
or 12.13% of adjusted total assets,  which is approximately  $33.7 million above
the minimum requirement of 1.5% of adjusted total assets in effect on that date.

         The capital standards also require core capital equal to at least 3% of
adjusted total assets.  Core capital generally consists of tangible capital plus
certain intangible  assets,  including a limited amount of purchased credit card
relationships.  As a result of the prompt corrective action provisions discussed
below,  however, a savings  association must maintain a core capital ratio of at
least  4%  to  be  considered  adequately  capitalized  unless  its  supervisory
condition is such to allow it to maintain a 3% ratio. At September 30, 1996, the
Bank had no intangibles which were subject to these tests.
<PAGE>
         At  September  30,  1996,  the  Bank had  core  capital  equal to $38.5
million,  or 12.13% of adjusted  total assets,  which is $28.9 million above the
minimum leverage ratio requirement of 3% as in effect on that date.

          The OTS risk-based  requirement  requires savings associations to have
total capital of at least 8% of risk-weighted  assets. Total capital consists of
core capital, as defined above, and supplementary capital. Supplementary capital
consists of certain  permanent  and  maturing  capital  instruments  that do not
qualify as core capital and general  valuation loan and lease loss allowances up
to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be used
to satisfy the risk-based  requirement  only to the extent of core capital.  The
OTS is  also  authorized  to  require  a  savings  association  to  maintain  an
additional  amount of total capital to account for  concentration of credit risk
and the risk of non-traditional  activities. At September 30, 1996, the Bank had
no capital instruments that qualify as supplementary capital and $1.4 million of
general loss reserves, which was less than 1.25% of risk-weighted assets.

         Certain  exclusions from capital and assets are required to be made for
the purpose of calculating  total  capital.  Such  exclusions  consist of equity
investments  (as  defined  by  regulation)  and that  portion  of land loans and
nonresidential  construction  loans in excess of an 80% loan-to-value  ratio and
reciprocal  holdings of  qualifying  capital  instruments.  The Bank had no such
exclusions from capital and assets at September 30, 1996.

         In  determining  the  amount  of  risk-weighted   assets,  all  assets,
including certain  off-balance sheet items, will be multiplied by a risk weight,
ranging from 0% to 100%,  based on the risk  inherent in the type of asset.  For
example,  the OTS has assigned a risk weight of 50% for  prudently  underwritten
permanent  one- to  four-family  first lien mortgage loans not more than 90 days
delinquent  and having a loan to value ratio of not more than 80% at origination
unless insured to such ratio by an insurer approved by the FNMA or FHLMC.

         OTS regulations  also require that every savings  association with more
than normal  interest rate risk exposure to deduct from its total  capital,  for
purposes of determining compliance with such requirement, an amount equal to 50%
of its  interest-rate  risk  exposure  multiplied  by the  present  value of its
assets. This exposure is a measure of the potential decline in the net portfolio
value of a savings  association,  greater  than 2% of the  present  value of its
assets,  based upon a  hypothetical  200 basis  point  increase  or  decrease in
interest rates (whichever results in a greater decline).  Net portfolio value is
the  present  value  of  expected  cash  flows  from  assets,   liabilities  and
off-balance  sheet  contracts.  The rule will not become effective until the OTS
evaluates the process by which savings  associations may appeal an interest rate
risk deduction determination.  It is uncertain as to when this evaluation may be
completed.  Any savings  association with less than $300 million in assets and a
total capital ratio in excess of 12% is exempt from this requirement  unless the
OTS determines otherwise.

         On September  30,  1996,  the Bank had total  capital of $39.8  million
(including  $38.5  million in core capital) and  risk-weighted  assets of $146.8
million  (with $4.2 million of converted  off-balance  sheet  assets);  or total
capital of 27.12% of risk-weighted  assets.  This amount was $28.1 million above
the 8% requirement in effect on that date.
<PAGE>
         The OTS and the FDIC are authorized  and,  under certain  circumstances
required, to take certain actions against savings associations that fail to meet
their  capital  requirements.  The OTS is  generally  required to take action to
restrict the activities of an "undercapitalized  association" (generally defined
to be  one  with  less  than  either  a 4%  core  capital  ratio,  a 4%  Tier  1
risked-based  capital  ratio  or an  8%  risk-based  capital  ratio).  Any  such
association  must  submit a  capital  restoration  plan and  until  such plan is
approved by the OTS may not increase its assets,  acquire  another  institution,
establish a branch or engage in any new  activities,  and generally may not make
capital   distributions.   The  OTS  is  authorized  to  impose  the  additional
restrictions that are applicable to significantly undercapitalized associations.

          As a condition to the approval of the capital  restoration  plan,  any
company  controlling  an  undercapitalized  association  must agree that it will
enter  into  a  limited  capital  maintenance  guarantee  with  respect  to  the
institution's achievement of its capital requirements.

         Any savings  association  that fails to comply with its capital plan or
is  "significantly  undercapitalized"  (i.e.,  Tier 1 risk-based or core capital
ratios of less than 3% or a  risk-based  capital  ratio of less than 6%) must be
made  subject  to one or more of  additional  specified  actions  and  operating
restrictions  which may cover all aspects of its operations and include a forced
merger  or  acquisition  of  the   association.   An  association  that  becomes
"critically  undercapitalized" (i.e., a tangible capital ratio of 2% or less) is
subject to further mandatory restrictions on its activities in addition to those
applicable to significantly  undercapitalized associations. In addition, the OTS
must appoint a receiver (or conservator  with the concurrence of the FDIC) for a
savings  association,  with certain limited exceptions,  within 90 days after it
becomes critically  undercapitalized.  Any undercapitalized  association is also
subject to the general enforcement  authority of the OTS and the FDIC, including
the  appointment  of a  conservator  or a  receiver.  The OTS is also  generally
authorized to reclassify an association into a lower capital category and impose
the  restrictions  applicable to such category if the  institution is engaged in
unsafe or unsound practices or is in an unsafe or unsound condition.

         The  imposition by the OTS or the FDIC of any of these  measures on the
Company  or the Bank may have a  substantial  adverse  effect  on the  Company's
operations  and  profitability.  Company  shareholders  do not  have  preemptive
rights,  and  therefore,  if the  Company is  directed by the OTS or the FDIC to
issue  additional  shares of  Common  Stock,  such  issuance  may  result in the
dilution in the percentage of ownership of the Company.

         Limitations   on  Dividends  and  Other  Capital   Distributions.   OTS
regulations impose various  restrictions on savings associations with respect to
their ability to make distributions of capital,  which include dividends,  stock
redemptions or repurchases,  cash-out mergers and other transactions  charged to
the capital account.  OTS regulations  also prohibit a savings  association from
declaring or paying any dividends or from repurchasing any of its stock if, as a
result,  the regulatory  capital of the  association  would be reduced below the
amount  required to be maintained  for the  liquidation  account  established in
connection with its mutual to stock conversion.
<PAGE>
         Generally,  savings  associations,  such as the Bank,  that  before and
after the  proposed  distribution  meet  their  capital  requirements,  may make
capital  distributions  during any calendar year equal to the greater of 100% of
net  income for the  year-to-date  plus 50% of the amount by which the lesser of
the  association's  tangible,  core or  risk-based  capital  exceeds its capital
requirement  for such  capital  component,  as measured at the  beginning of the
calendar  year,  or 75% of their net income  for the most  recent  four  quarter
period.  However,  an  association  deemed  to be in need of  more  than  normal
supervision by the OTS may have its dividend authority restricted by the OTS.
The Bank may pay dividends in accordance with this general authority.

         Savings  associations  proposing to make any capital  distribution need
only  submit  written  notice  to the OTS 30 days  prior  to such  distribution.
Savings  associations  that do not,  or would  not meet  their  current  minimum
capital requirements  following a proposed capital  distribution,  however, must
obtain OTS approval prior to making such distribution. The OTS may object to the
distribution  during that 30-day  period  notice  based on safety and  soundness
concerns. See "- Regulatory Capital Requirements."

         The OTS has proposed  regulations that would revise the current capital
distribution  restrictions.  Under the proposal a savings association may make a
capital  distribution  without notice to the OTS (unless it is a subsidiary of a
holding  company)  provided  that  it  has a  CAMEL  1 or 2  rating,  is  not of
supervisory concern, and would remain adequately  capitalized (as defined in the
OTS prompt corrective action regulations)  following the proposed  distribution.
Savings  associations  that would remain  adequately  capitalized  following the
proposed  distribution but do not meet the other noted  requirements must notify
the OTS 30 days prior to  declaring  a capital  distribution.  The OTS stated it
will generally regard as permissible that amount of capital  distributions  that
do not exceed 50% of the institution's excess regulatory capital plus net income
to date during the calendar year. A savings  association  may not make a capital
distribution  without  prior  approval  of  the  OTS  and  the  FDIC  if  it  is
undercapitalized  before,  or as a result of, such a distribution.  As under the
current  rule,  the  OTS  may  object  to a  capital  distribution  if it  would
constitute  an unsafe  or  unsound  practice.  No  assurance  may be given as to
whether or in what form the regulations may be adopted.

         Liquidity.  All savings associations,  including the Bank, are required
to  maintain  an  average  daily  balance  of liquid  assets  equal to a certain
percentage of the sum of its average daily balance of net  withdrawable  deposit
accounts and  borrowings  payable in one year or less.  For a discussion of what
the Bank includes in liquid assets, see "Management's Discussion and Analysis of
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources."  This  liquid  asset  ratio  requirement  may vary from time to time
(between 4% and 10%) depending upon economic conditions and savings flows of all
savings associations. At the present time, the minimum liquid asset ratio is 5%.

         In  addition,  short-term  liquid  assets  (e.g.,  cash,  certain  time
deposits,  certain  bankers  acceptances  and short-term  United States Treasury
obligations)  currently must constitute at least 1% of the association's average
daily  balance of net  withdrawable  deposit  accounts  and current  borrowings.
Penalties may be imposed upon associations for violations of either liquid asset
ratio  requirement.  At September 30, 1996, the Bank was in compliance with both
requirements,  with an  overall  liquid  asset  ratio of 22.9% and a  short-term
liquid assets ratio of 14.2%.
<PAGE>
         Accounting.   An  OTS  policy  statement   applicable  to  all  savings
associations  clarifies and  re-emphasizes  that the investment  activities of a
savings   association  must  be  in  compliance  with  approved  and  documented
investment policies and strategies, and must be accounted for in accordance with
GAAP. Under the policy statement,  management must support its classification of
and  accounting  for loans  and  securities  (i.e.,  whether  held to  maturity,
available for sale, or trading) with appropriate  documentation.  The Bank is in
compliance with these amended rules.

         OTS accounting regulations,  which may be made more stringent than GAAP
by the OTS, require that transactions be reported in a manner that best reflects
their underlying economic substance and inherent risk and that financial reports
must  incorporate any other accounting  regulations or orders  prescribed by the
OTS.

         Qualified Thrift Lender Test. All savings  associations,  including the
Bank,  are  required to meet a qualified  thrift  lender  ("QTL")  test to avoid
certain  restrictions  on  their  operations.   This  test  requires  a  savings
association  to have  at  least  65% of its  portfolio  assets  (as  defined  by
regulation) in qualified thrift investments on a monthly average for nine out of
every 12 months on a rolling basis. As an alternative,  the savings  association
may maintain 60% of its assets in those assets specified in Section  7701(a)(19)
of the Internal Revenue Code.  Under either test, such assets primarily  consist
of residential housing related loans and investments. At September 30, 1996, the
Bank met the test and has always met the test since its effectiveness.

         Any savings association that fails to meet the QTL test must convert to
a national bank charter, unless it requalifies as a QTL and thereafter remains a
QTL. If an  association  does not  requalify  and  converts  to a national  bank
charter,  it must remain  SAIF-insured  until the FDIC permits it to transfer to
the BIF.  If such an  association  has not yet  requalified  or  converted  to a
national  bank,  its  new  investments  and  activities  are  limited  to  those
permissible  for both a  savings  association  and a  national  bank,  and it is
limited to national bank branching  rights in its home state.  In addition,  the
association is immediately  ineligible to receive any new FHLB borrowings and is
subject to national  bank limits for payment of dividends.  If such  association
has not requalified or converted to a national bank within three years after the
failure,  it must  divest  of all  investments  and  cease  all  activities  not
permissible  for a  national  bank.  In  addition,  it must repay  promptly  any
outstanding FHLB borrowings,  which may result in prepayment  penalties.  If any
association  that fails the QTL test is  controlled by a holding  company,  then
within one year after the failure,  the holding  company must register as a bank
holding  company  and  become  subject  to  all  restrictions  on  bank  holding
companies. See "- Holding Company Regulation."

         Community  Reinvestment  Act.  Under  the  Community  Reinvestment  Act
("CRA"),  every  FDIC  insured  institution  has a  continuing  and  affirmative
obligation  consistent  with safe and sound  banking  practices to help meet the
credit  needs  of its  entire  community,  including  low  and  moderate  income
neighborhoods.  The CRA does not  establish  specific  lending  requirements  or
programs  for  financial   institutions  nor  does  it  limit  an  institution's
discretion  to develop the types of products and  services  that it believes are
best  suited  to its  particular  community,  consistent  with the CRA.  The CRA
requires the OTS, in connection  with the examination of the Bank, to assess the
institution's  record of meeting the credit needs of its  community  and to take
such record into account in its  evaluation of certain  applications,  such as a
merger or the establishment of a branch,  by the Bank. An unsatisfactory  rating
may be used as the basis for the denial of an application by the OTS.
<PAGE>
         The federal banking agencies,  including the OTS, have recently revised
the CRA  regulations  and  the  methodology  for  determining  an  institution's
compliance with the CRA. Due to the heightened  attention being given to the CRA
in the past few years,  the Bank may be required to devote  additional funds for
investment  and lending in its local  community.  The Bank was last examined for
CRA compliance in January 1996 and received a rating of "satisfactory."

         Transactions with Affiliates. Generally, transactions between a savings
association or its  subsidiaries  and its affiliates are required to be on terms
as  favorable  to  the  association  as  transactions  with  non-affiliates.  In
addition,  certain of these  transactions,  such as loans to an  affiliate,  are
restricted to a percentage of the association's capital.  Affiliates of the Bank
include the Company and any company which is under common control with the Bank.
In addition,  a savings  association  may not lend to any  affiliate  engaged in
activities not  permissible for a bank holding company or acquire the securities
of most affiliates. The Bank's subsidiaries are not deemed affiliates;  however,
the OTS has the  discretion to treat  subsidiaries  of savings  associations  as
affiliates on a case by case basis.

         Certain  transactions with directors,  officers or controlling  persons
are also subject to conflict of interest  regulations enforced by the OTS. These
conflict of interest  regulations and other statutes also impose restrictions on
loans to such persons and their  related  interests.  Among other  things,  such
loans must be made on terms  substantially the same as for loans to unaffiliated
individuals. The Bank is in compliance with this requirement.

         Holding Company  Regulation.  The Company is a unitary savings and loan
holding company subject to regulatory oversight by the OTS. As such, the Company
is  required  to  register  and  file  reports  with the OTS and is  subject  to
regulation  and  examination  by the OTS. In addition,  the OTS has  enforcement
authority over the Company and its non-savings  association  subsidiaries  which
also permits the OTS to restrict or prohibit  activities  that are determined to
be a serious risk to the subsidiary savings association.

         As a unitary savings and loan holding company, the Company generally is
not subject to activity restrictions. If the Company acquires control of another
savings association as a separate subsidiary, it would become a multiple savings
and loan  holding  company,  and the  activities  of the  Company and any of its
subsidiaries (other than the Bank or any other SAIF-insured savings association)
would become subject to such  restrictions  unless such other  associations each
qualify as a QTL and were acquired in a supervisory acquisition.

         If the Bank fails the QTL test, the Company must obtain the approval of
the OTS prior to continuing  after such  failure,  directly or through its other
subsidiaries,  any  business  activity  other than those  approved  for multiple
savings and loan holding companies or their  subsidiaries.  In addition,  within
one year of such failure the Company must  register as, and will become  subject
to, the  restrictions  applicable  to bank  holding  companies.  The  activities
authorized  for a bank holding  company are more limited than are the activities
authorized for a unitary or multiple  savings and loan holding  company.  See "-
Qualified Thrift Lender Test."

         The Company must obtain approval from the OTS before acquiring  control
of  any  other  SAIF-insured   association.   Such  acquisitions  are  generally
prohibited  if they  result  in a  multiple  savings  and loan  holding  company
controlling  savings  associations  in  more  than  one  state.   However,  such
interstate  acquisitions are permitted based on specific state  authorization or
in a supervisory acquisition of a failing savings association.
<PAGE>
         Federal Securities Law. The stock of the Company is registered with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").  The Company is subject to the information,  proxy
solicitation,  insider trading  restrictions  and other  requirements of the SEC
under the Exchange Act.

         Company stock held by persons who are affiliates  (generally  officers,
directors and principal  stockholders)  of the Company may not be resold without
registration or unless sold in accordance with certain resale  restrictions.  If
the Company  meets  specified  current  public  information  requirements,  each
affiliate  of the  Company  is  able  to  sell  in the  public  market,  without
registration, a limited number of shares in any three-month period.

         Federal  Reserve  System.   The  Federal  Reserve  Board  requires  all
depository  institutions to maintain  noninterest-bearing  reserves at specified
levels against their transaction accounts (primarily checking, NOW and Super NOW
checking accounts). At September 30, 1996, the Bank was in compliance with these
reserve  requirements.  The balances maintained to meet the reserve requirements
imposed  by  the  Federal  Reserve  Board  may  be  used  to  satisfy  liquidity
requirements that may be imposed by the OTS. See "- Liquidity."

         Savings  associations are authorized to borrow from the Federal Reserve
Bank  "discount   window,"  but  Federal  Reserve  Board   regulations   require
associations to exhaust other reasonable alternative sources of funds, including
FHLB borrowings, before borrowing from the Federal Reserve Bank.

         Federal  Home  Loan  Bank  System.  The Bank is a member of the FHLB of
Indianapolis,  which is one of 12  regional  FHLBs,  that  administers  the home
financing credit function of savings associations. Each FHLB serves as a reserve
or  central  bank for its  members  within  its  assigned  region.  It is funded
primarily from proceeds derived from the sale of consolidated obligations of the
FHLB  System.  It makes loans to members  (i.e.,  advances) in  accordance  with
policies and procedures established by the board of directors of the FHLB, which
are subject to the oversight of the Federal Housing Finance Board.  All advances
from the FHLB are  required  to be fully  secured by  sufficient  collateral  as
determined  by the FHLB.  In addition,  all  long-term  advances are required to
provide funds for residential home financing.

         As a member, the Bank is required to purchase and maintain stock in the
FHLB of Indianapolis.  At September 30, 1996, the Company had approximately $2.1
million in FHLB stock,  which was in compliance with this  requirement.  In past
years, the Bank has received  substantial  dividends on its FHLB stock. Over the
past five calendar  years such  dividends have averaged 9.17% and were 7.86% for
fiscal 1996.

         Under  federal  law the FHLBs are  required  to  provide  funds for the
resolution  of  troubled  savings  associations  and to  contribute  to low  and
moderately priced housing programs through direct loans or interest subsidies on
advances targeted for community investment and low- and moderate-income  housing
projects.  These  contributions  have  affected  adversely  the  level  of  FHLB
dividends  paid and could continue to do so in the future.  These  contributions
could also have an adverse  effect on the value of FHLB stock in the  future.  A
reduction  in value of the  Bank's  FHLB  stock may  result  in a  corresponding
reduction in the Bank's capital.
<PAGE>
         Federal  Taxation.  Savings  associations  such as the Bank  that  meet
certain  definitional  tests  relating  to the  composition  of assets and other
conditions  prescribed  by the Internal  Revenue  Code of 1986,  as amended (the
"Code"),  had been  permitted  to  establish  reserves for bad debts and to make
annual additions thereto which may, within specified formula limits, be taken as
a deduction in computing  taxable  income for federal  income tax purposes.  The
amount of the bad debt reserve deduction for "non-qualifying  loans" is computed
under the experience  method.  The amount of the bad debt reserve  deduction for
"qualifying  real  property  loans"  (generally  loans  secured by improved real
estate) may be computed under either the experience  method or the percentage of
taxable income method (based on an annual election).

         Under the  experience  method,  the bad debt  reserve  deduction  is an
amount  determined  under a formula based  generally upon the bad debts actually
sustained by the savings association over a period of years.

         The  percentage of specially  computed  taxable income that was used to
compute a savings  association's bad debt reserve deduction under the percentage
of taxable  income  method (the  "percentage  bad debt  deduction")  was 8%. The
percentage bad debt deduction thus computed was reduced by the amount  permitted
as a  deduction  for  non-qualifying  loans  under the  experience  method.  The
availability  of the  percentage of taxable income method  permitted  qualifying
savings  associations to be taxed at a lower  effective  federal income tax rate
than that applicable to corporations generally (approximately 31.3% assuming the
maximum percentage bad debt deduction).

         Under the percentage of taxable income method,  the percentage bad debt
deduction  could not exceed the amount  necessary to increase the balance in the
reserve for  "qualifying  real property  loans" to an amount equal to 6% of such
loans  outstanding  at the end of the  taxable  year or the  greater  of (I) the
amount  deductible  under the  experience  method or (ii) the amount  which when
added to the bad debt deduction for  "non-qualifying  loans" equalled the amount
by which 12% of the amount comprising  savings accounts at year-end exceeded the
sum of surplus, undivided profits and reserves at the beginning of the year.

         In  August   1996,   legislation   was   enacted   that   repeals   the
above-described  reserve  method of  accounting  (including  the  percentage  of
taxable income method) used by many thrift  institutions  to calculate their bad
debt reserve for federal  income tax  purposes.  Thrift  institutions  with $500
million or less in assets may, however,  continue to use the experience  method.
As a result,  the Bank must  recapture  that portion of the reserve that exceeds
the amount that could have been taken under the experience  method for post-1987
tax years. The recapture will occur over a six-year period,  the commencement of
which will be delayed until the first taxable year beginning  after December 31,
1997, provided the institution meets certain  residential lending  requirements.
The legislation  also requires thrift  institutions to account for bad debts for
federal income tax purposes on the same basis as commercial  banks for tax years
beginning after December 31, 1995.
<PAGE>
         In addition to the regular income tax, corporations,  including savings
associations  such as the Bank,  generally  are  subject  to a 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.  The alternative  minimum tax is imposed to the extent it exceeds the
corporation's  regular  income tax and net  operating  losses can offset no more
than 90% of alternative  minimum  taxable  income.  For taxable years  beginning
after 1986 and before 1996, corporations, including savings associations such as
the Bank, are also subject to an  environmental  tax equal to .12% of the excess
of alternative  minimum taxable income for the taxable year (determined  without
regard to net operating losses and the deduction for the environmental tax) over
$2 million. The environmental tax expires as of January 1, 1997.

         To the extent earnings appropriated to a savings association's bad debt
reserves for  "qualifying  real property  loans" and deducted for federal income
tax purposes  exceed the allowable  amount of such reserves  computed  under the
experience method and to the extent of the association's  supplemental  reserves
for  losses on loans  ("Excess"),  such  Excess  may not,  without  adverse  tax
consequences,   be  utilized  for  the  payment  of  cash   dividends  or  other
distributions   to  a  shareholder   (including   distributions  on  redemption,
dissolution or  liquidation) or for any other purpose (except to absorb bad debt
losses).  As of September 30, 1996, the Bank's Excess for tax purposes for which
no deferred  tax  liability  has been  established  totaled  approximately  $7.6
million.

         The Bank files federal  income tax returns on a fiscal year basis using
the  accrual  method of  accounting.  The Company  intends to file  consolidated
federal  income tax returns  with the Bank.  Savings  associations,  such as the
Bank,  that file federal income tax returns as part of a consolidated  group are
required by applicable  Treasury  regulations to reduce their taxable income for
purposes of computing the percentage bad debt deduction for losses  attributable
to activities of the non-savings  association  members of the consolidated group
that are  functionally  related to the  activities  of the  savings  association
member.

         State Taxation.  For its taxable period beginning  January 1, 1990, the
Bank became subject to Indiana's new Financial  Institutions Tax ("FIT"),  which
is imposed at a flat rate of 8.5% on "adjusted  gross  income." The Bank is also
subject to FIT.  "Adjusted  gross  income,"  for  purposes  of FIT,  begins with
taxable  income as defined by  Section  63 of the Code and,  thus,  incorporates
federal tax law to the extent that it affects the computation of taxable income.
Federal  taxable income is then adjusted by several Indiana  modifications,  the
most notable of which is the required add back of interest  that is tax-free for
federal  income tax purposes.  Other  applicable  state taxes include  generally
applicable sales and use taxes plus real and personal property taxes. The Bank's
state income tax returns have not been audited in recent years.
<PAGE>
Competition

         The Company  originates  most of its loans to, and accepts  most of its
deposits from,  residents of  northeastern  Indiana,  primarily  Allen and Adams
Counties.   The  Company  is  subject  to  competition  from  various  financial
institutions,  including  state and national  banks,  state and federal  savings
associations,  credit unions,  certain non-banking  consumer lenders,  and other
companies  or firms,  including  brokerage  houses and  mortgage  brokers,  that
provide similar services in northeastern  Indiana,  particularly Allen and Adams
Counties,  with significantly larger resources than the Company. In total, there
are 36 financial  institutions located in Allen County,  Indiana,  including the
Bank.  These  financial   institutions  consist  of  eight  banks,  two  savings
associations  (or thrifts) and 26 credit  unions.  The Company must also compete
with banks,  thrifts,  and credit unions throughout  northeastern  Indiana since
media advertising from across this region reaches the Fort Wayne community.  The
Company also competes with money market funds and with insurance  companies with
respect to its individual retirement accounts and savings investments.

         Competition has increased in recent years due to changes in Indiana law
permitting  (i) state wide  branching  by  national  and state banks and savings
associations  and (ii) nationwide  acquisitions on a reciprocal  basis of and by
Indiana banks and bank holding  companies.  Indiana law permits  acquisitions of
Indiana  banks and bank  holding  companies by certain  non-Indiana  federal and
state FDIC-insured institutions and their holding companies if the laws of their
home state  permit  Indiana bank  holding  companies  to acquire  banks and bank
holding companies of that state.

         The primary factors  influencing  competition for deposits are interest
rates,  service,  and convenience of office locations.  The Company competes for
loan  originations  primarily  through the efficiency and quality of services it
provides  borrowers,  builders and Realtors and through  interest rates and loan
fees it charges.  Competition  is affected by, among other  things,  the general
availability of lendable funds, general and local economic  conditions,  current
interest rate levels,  and other factors that are not readily  predictable.  The
Company  attempts to  differentiate  itself from other  providers  of  financial
services by emphasizing the local and personalized nature of its service as well
as  its  strong  capital  base.  In  September  1996,  the  Company   originated
approximately  8.0% and  6.0% of the  mortgages  recorded  in  Allen  and  Adams
Counties,  respectively. As of September 30, 1996, the Company had approximately
5.0% and 8.0% of all financial  institution  deposits in each of Allen and Adams
Counties, respectively.

Employees

         As of  September  30,  1996,  the  Company  employed  76  persons  on a
full-time  basis and five persons on a part-time  basis.  None of the  Company's
employees are represented by a collective bargaining group. Management considers
its employee relations to be good.

Executive Officers of the Company and the Bank Who Are Not Directors

         The following information as to the business experience during the past
five years is supplied with respect to the executive officers of the Company and
the Bank who do not serve on the  Company's  or the Bank's  Board of  Directors.
There are no arrangements or  understandings  between such persons named and any
persons pursuant to which such officers were selected.
<PAGE>
         John E.  Fitzgerald  (age 47) has served as Vice  President of the Bank
since  1993.  He  also  currently  serves  as  the  Community  Reinvestment  Act
Compliance  Officer  of the  Bank.  Prior  to  that,  he was an  Assistant  Vice
President,  Assistant  Secretary,  Loan Officer and Loan  Representative  of the
Bank. He has worked for the Bank since 1976.

         Gary L. Hemrick (age 51) has served as Vice  President and Secretary of
the Company since its  incorporation,  Vice President of the Bank since 1983 and
has been Vice  President in charge of branch  operations at the Bank since 1987.
Mr. Hemrick has been employed by the Bank since 1976.

         Donald  E.  Thornton  (age 55) has been  Vice  President  in  charge of
lending since 1988. He was elected  Secretary in 1977. Mr.  Thornton,  as Branch
Manager,  opened the Decatur Branch in October, 1973. He has worked for the Bank
since 1972.
<PAGE>
Item 2.  Description of Property

         At September 30, 1996, the Company conducted its business from its main
office at 132 East Berry Street,  P.O. Box 989, Fort Wayne,  Indiana  46801-0989
and seven branch  offices.  An eighth branch office opened in November 1996. All
nine offices are full-service  offices.  Management  believes that the Company's
facilities are adequate to meet the present and foreseeable needs of the Company
and the Bank.

         The following table provides  certain  information  with respect to the
Company's offices as of September 30, 1996:
<TABLE>
<CAPTION>
                                                          Lease                                Net Book Value of
                                  Owned or     Year    Expiration     Total Deposits at      Property, Furniture        Approximate
                                   Leased     Opened      Date        September 30, 1996          and Fixtures       Square Footage
                                   ------     ------      ----        ------------------          ------------       --------------
                                                                      (Dollars in Thousands)
<S>                               <C>          <C>       <C>                 <C>                      <C>               <C>
Main Office                         Owned      1916        ---               $57,751                  $1,077            10,500
132 E. Berry Street
Fort Wayne, IN 46802

Southtown Mall                    Leasehold    1971      4/30/01              44,594                      15             2,278
1110 E. Tillman Road
Fort Wayne, IN 46816

Decatur                            Leased      1973      6/26/00              36,284                     ---             2,000
101 N. Second Street
Decatur, IN 46733

Canterbury                         Leased      1975      10/1/99              36,384                       4             1,800
5611 St. Joe Road
Fort Wayne, IN 46835

Covington/Times Corner              Owned      1977        ---                32,678                     132             2,064
6128 Covington Road
Fort Wayne, IN 46804

West State                          Owned      1987        ---                23,355                     234             2,048
926 W. State Boulevard
Fort Wayne, IN 46808

New Haven                           Owned      1987        ---                14,949                     279             2,221
1230 Lincoln Highway E.
New Haven, IN 46774

Georgetown                          Owned      1992        ---                25,190                     449             2,563
6411 State Boulevard
Fort Wayne, IN  46815

Dupont Crossing                     Owned     1996(1)      ---                ---(1)                     405(1)          2,800
720 E. Dupont Road
Fort Wayne, IN 46825
   --------------------
(1) The Dupont  Crossing  office  opened in  November  1996.  The net book value
reflects the capital expenditure on the project as of September 30, 1996.
</TABLE>
<PAGE>
         The Company owns computer and data  processing  equipment which is used
for transaction processing and accounting. The net book value of electronic data
processing equipment owned by the Company was approximately $40,000 at September
30, 1996. The Company also has contracted for the data  processing and reporting
services  of NCR  Corporation.  The cost of these data  processing  services  is
approximately $12,000 per month.

Item 3.  Legal Proceedings

         From time to time the Company is involved as  plaintiff or defendant in
various legal actions arising in the normal course of business.  Presently,  the
Company is not a party to any material pending legal proceeding.

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

         No matter was  submitted  to a vote of  security  holders,  through the
solicitation  of proxies or otherwise,  during the quarter  ended  September 30,
1996.

                                     PART II


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


         Page 37 of the attached  1996 Annual Report to  Stockholders  is herein
incorporated by reference.

Item 6.  Selected Financial Data

         Pages 2 and 3 of the attached  1996 Annual  Report to  Stockholders  is
herein incorporated by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         Pages 3 through 12 of the attached 1996 Annual  Report to  Stockholders
are herein incorporated by reference.

Item 8.  Financial Statements and Supplementary Data

         Pages 13 through 35 of the attached 1996 Annual Report to  Stockholders
are herein incorporated by reference.


Item 9.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure

         There has been no  Current  Report  on Form 8-K filed  within 24 months
prior to the date of the most recent financial  statements reporting a change of
accountants and/or reporting disagreements on any matter of accounting principle
or financial statement disclosure.
<PAGE>

                                    PART III


Item 10. Directors and Executive Officers of the Registrant

         Information  concerning  Directors of the  Registrant  is  incorporated
herein by reference from the  Corporation's  definitive  Proxy Statement for the
Annual Meeting of Shareholders  scheduled to be held on January 28, 1997, except
for information  contained under the heading  "Compensation  Committee Report on
Executive  Compensation" and "Shareholder  Return Performance  Presentation",  a
copy of which  will be filed  not  later  than 120 days  after  the close of the
fiscal year.

Item 11. Executive Compensation

         Information concerning executive compensation is incorporated herein by
reference  from the  Corporation's  definitive  Proxy  Statement  for the Annual
Meeting of  Shareholders  scheduled to be held on January 28,  1997,  except for
information  contained  under  the  heading  "Compensation  Committee  Report on
Executive  Compensation" and "Shareholder  Return Performance  Presentation",  a
copy of which  will be filed  not  later  than 120 days  after  the close of the
fiscal year.


Item 12. Security Ownership of Certain Beneficial Owners and Management

         Information  concerning security ownership of certain beneficial owners
and  management  is  incorporated  herein by  reference  from the  Corporation's
definitive  Proxy Statement for the Annual Meeting of Shareholders  scheduled to
be held on January 28, 1997, except for information  contained under the heading
"Compensation  Committee  Report on  Executive  Compensation"  and  "Shareholder
Return Performance  Presentation",  a copy of which will be filed not later than
120 days after the close of the fiscal year.


Item 13. Certain Relationships and Related Transactions

         No  information  was required to be reported by the Company  under Item
404 of Regulation S-K for the fiscal year ended September 30, 1996.

<PAGE>

                                     PART IV


Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

         (a) (1)  Financial Statements:

         The following  information  appearing in the Registrant's Annual Report
to  Shareholders  for the year ended  September  30, 1996,  is  incorporated  by
reference in this Form 10-K Annual Report as Exhibit 13.
                                                       
                              Annual Report Section
                              ---------------------

Report of Independent Auditors

Consolidated Statements of Balance Sheets at September 30, 1996 and 1995

Consolidated  Statements of Income for the years ended  September 30, 1996, 1995
     and 1994

Consolidated  Statement of Changes in  Shareholders'  Equity for the years ended
     September 30, 1996, 1995 and 1994

Consolidated  Statements  of Cash Flows for the years ended  September 30, 1996,
     1995 and 1994

Notes to Consolidated Financial Statements


         (a) (2)  Financial Statement Schedules:

         All financial  statement schedules have been omitted as the information
is not required under the related instructions or is inapplicable.
<PAGE>
         (a) (3)  Exhibits:
<TABLE>
<CAPTION>
                                                                                    Reference to
Regulation                                                                        Prior Filing or
S-K Exhibit                                                                        Exhibit Number
  Number                                 Document                                 Attached Hereto
  ------                                 --------                                 ---------------
<S>                    <C>                                                          <C>
2                      Plan of acquisition, reorganization, arrangement,                None
                       liquidation or succession
3                      Certificate of Incorporation and Bylaws                           *
4                      Instruments defining the rights of security                       *
                       holders, including indentures
9                      Voting trust agreement                                           None
10.1                   Employment Agreements of W. Paul Wolf,                            *
                       Matthew P. Forrester, Gary L. Hemrick, Donald
                       E. Thornton and John E. Fitzgerald
10.2                   Employee Stock Ownership Plan                                     *
10.3                   1995 Stock Option and Incentive Plan                              **
10.4                   Recognition and Retention Plan                                    **
11                     Statement re: computation of per share earnings              Not required
12                     Statement re: computation or ratios                          Not required
13                     Annual Report to Security Holders                                 13
16                     Letter re: change in certifying accountants                      None
18                     Letter re: change in accounting principles                       None
21                     Subsidiaries of Registrant                                        21
22                     Published report regarding matters submitted to                  None
                         vote of security holders
23                     Consent of experts and counsel                                    23
24                     Power of Attorney                                            Not required
27                     Financial Data Schedule                                           27
28                     Information from reports furnished to State                      None
                         insurance regulatory authorities
99                     Additional exhibits                                              None
     ------------------- 
     *Filed on December  23,  1995,  as exhibits to the  Registrant's  Form SB-2
registration statement  (Registration No. 33-87906),  pursuant to the Securities
Act of 1933.  All of such  previously  filed  documents are hereby  incorporated
herein by reference in accordance with Item 601 of Regulation S-K.

     **Filed as Exhibits  10.3 and 10.4 to the  Company's  Annual Report on Form
10-K  (File No.  0-22376)  for the  fiscal  year ended  September  30,  1995 and
incorporated herein by reference in accordance with Item 601 of regulation S-K.
</TABLE>
         (b)  Reports on Form 8-K:

         The  following  report on Form 8-K was filed by the Company  during the
last quarter of the period covered by this report.
<TABLE>
<CAPTION>
       Date of Report                           Subject
       --------------                           -------
         <S>              <C>
         10-28-96         Press Release with regard to fiscal 1996 earnings
         10-07-96         Press Release relative to Home Bancorp on Special SAIF
                          Assessment
</TABLE>
<PAGE>
                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) 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.

                                         HOME BANCORP



Date:                                By: /s/W. Paul Wolf
                                         ---------------
                                         W. Paul Wolf 
                                         Chairman of the Board, President
                                         and Chief Executive Officer
                                         (Duly Authorized Representative)


         Pursuant to the  requirements  of 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.
 
 
/s/W. Paul Wolf                             s/sMatthew P. Forrester
---------------                             -----------------------
W. Paul Wolf, Chairman of the Board         Matthew P. Forrester, Director, Vice
 President and Chief Executive Officer      President and Treasurer (Chief
 (Principal Executive Officer)              Accounting Officer and Principal
                                            Financial Officer)

Date:                                       Date:



/s/Philip Andorfer                          Walter A. McComb, Jr.
------------------                          ---------------------
C. Philip Andorfer, Director                Walter A. McComb, Jr., Director

Date:                                       Date:



/s/Daniel F. Fulkerson                      Richard P. Hormann
----------------------                      ------------------
Daniel F. Fulkerson, Director               Richard P. Hormann, Director

Date:                                       Date:



/s/Rod M. Howard                            Luben Lazoff
----------------                            ------------
Rod M. Howard, Director                     Luben Lazoff, Director

Date:                                       Date:


<PAGE>


                                Index to Exhibits 


           Exhibit
           Number
           ------


            13              Annual Report to Security Holders

            21              Subsidiaries of the Registrant

            23              Consent of Experts and Counsel

            27              Financial Data Schedule