SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
                  For the fiscal year ended September 30, 1999
                                            ------------------

                                     - or -

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

         For the transition period from _____________   to _______________

                           Commission Number: 0-22376

                                  HOME BANCORP
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

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

132 East Berry Street, Fort Wayne, IN                          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
filing 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 ]
<PAGE>
         The aggregate  market value of the voting stock held by  non-affiliates
of the Registrant,  based on the closing price of the Registrant's  Common Stock
as quoted on the Nasdaq National Market, on December 1, 1999, was $34.1 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.)

         As of December 1, 1999,  there were  issued and  outstanding  2,011,652
shares of the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Parts  II  and  IV of  Form  10-K  -  Portions  of  the  Annual  Report  to
     Stockholders for the Fiscal Year Ended September 30, 1999.


2.   Part III of Form 10-K - Portions  of the Proxy  Statement  for fiscal  1999
     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  Company  and the Bank on a  consolidated
basis.  The  Company's  Common Stock trades on The Nasdaq Stock Market under the
symbol "HBFW".

         At  September  30, 1999,  the Company had $414.0  million of assets and
stockholders' equity of $37.9 million (or 9.2% 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.

         The  Company  and the Bank may from time to time make  written  or oral
"forward-looking  statements,"  including  statements contained in the Company's
filings  with  the  Securities  and  Exchange  Commission   (including  Exhibits
thereto),  in its reports to  shareholders  and in other  communications  by the
Company,  which are made in good faith by the Company  and the Bank  pursuant to
the "safe harbor" provisions of the Private Securities  Litigation Reform Act of
1995.

                                       2
<PAGE>
         These forward-looking statements include statements with respect to the
Company's  beliefs,  plans,  objectives,  goals,  expectations,   anticipations,
estimates  and   intentions,   that  are  subject  to   significant   risks  and
uncertainties, and are subject to change based on various factors (some of which
are  beyond  the  Company's  and  Bank's  control).  The words  "may",  "could",
"should",  "would", "believe",  "anticipate",  "estimate",  "expect",  "intend",
"plan"  and  similar  expressions  are  intended  to  identify   forward-looking
statements.  The following factors,  among others, could cause the Company's and
the  Bank's  financial   performance  to  differ   materially  from  the  plans,
objectives,   expectations,   estimates   and   intentions   expressed  in  such
forward-looking  statement: the strength of the United States economy in general
and the  strength of the local  economies  in which the Company and Bank conduct
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies  of the  Federal  Reserve  Board;
inflation,   interest  rate,  market  and  monetary  fluctuations;   the  timely
development  of and  acceptance of new products and services of the Bank and the
perceived overall value of these products and services; the willingness of users
to  substitute  competitors'  products and services for the Bank's  products and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes;  acquisitions;  changes in consumer spending
and saving habits; and the success of the Company and the Bank at managing risks
involved in the foregoing.

         The foregoing list of important  factors is not exclusive.  The Company
does not undertake to update any forward-looking  statement,  whether written or
oral,  that may be made from time to time by or on behalf of the  Company or the
Bank.

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. A second Adams
County office was opened in November 1999.

         Fort  Wayne,  the county  seat for Allen  County,  is located 118 miles
northeast of Indianapolis and is situated in the center of an approximately  160
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 18 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 3,298 employees.  The second 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 3,156 people.  Lincoln
National  Corporation,  the parent  company of Lincoln  National Life  Insurance
Company,  has  approximately  2,978 employees in Fort Wayne.  The fourth largest
employer is Parkview Hospital with an employment of 2,730.

                                       3
<PAGE>
Lending Activities

         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, deferred net loan fees, and loans in process.
<PAGE>
<TABLE>
<CAPTION>
                                                                         At September 30,
                             -----------------------------------------------------------------------------------------------------
                                    1999                 1998                 1997                  1996                1995
                             ------------------    ------------------    ----------------   -----------------    -----------------
                              Amount    Percent    Amount    Percent    Amount    Percent    Amount   Percent    Amount    Percent
                              ------    -------    ------    -------    ------    -------    ------   -------    ------    -------
                                                                  (Dollars in Thousands)
<S>                           <C>         <C>      <C>         <C>      <C>         <C>      <C>        <C>      <C>         <C>
Type of Loan
Mortgage loans:
  One- to four-family         $330,744    92.75%   $308,627    92.99%   $269,995    92.28%   $238,102   91.83%   $204,886    92.48%
      residential
  Commercial real estate         2,061       .58      1,715       .52      1,856       .64      1,357      .52      1,313       .59
  One- to four-family
    residential                 14,493      4.06     11,512      3.47     11,797      4.03     12,407     4.79      8,814      3.98
    Construction

Consumer loans:
  Loans secured by deposits        988       .28        873       .26        885       .30        743      .29        880       .40
  Home equity loans              6,547      1.84      8,012      2.41      7,029      2.40      5,466     2.11      4,401      1.98
  Home improvement loans         1,767       .49      1,165       .35      1,024       .35      1,197      .46      1,262       .57
                              --------      -----   -------     -----    --------    -----    --------   -----    --------    -----

 Total loans receivable(1)     356,600    100.00%    331,904   100.00%    292,586   100.00%    259,272  100.00%    221,556   100.00%
                                          ======               ======               ======              ======               ======

Less:
  Allowance for loan losses      1,342                1,390                1,388                1,385               1,372
  Deferred net loan fees           413                  393                  338                  393                 454
  Loans in process               8,846                5,933                6,873                7,188               5,325
                              --------             --------             --------             --------            --------
        Net loans receivable  $345,999             $324,188             $283,987             $250,306            $214,405
                               =======              =======              =======              =======             =======
</TABLE>


                                       4
<PAGE>
        The  following  table sets forth certain  information  at September 30,
1999,  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>
                                                                 Due During Fiscal Years Ended September 30,
                              Balance           ------------------------------------------------------------------------------------
                           Outstanding at                                              2003         2005         2010         2015
                             September                                                   to           to          to           and
                             30, 1999           2000          2001        2002         2004         2009         2014      following
                             --------           ----          ----        ----         ----         ----         ----      ---------
<S>                           <C>             <C>          <C>          <C>          <C>          <C>          <C>          <C>
Mortgage loans:
  One-to-four
    family residential        $345,237(1)     $    111     $    638     $    937     $  3,947     $ 56,886     $129,466     $153,252
  Commercial
    real estate                  2,061             353         --           --            161          185          888          474

Consumer loans:
 Home improvement                1,767             560          125          113          620          349         --
 Home equity                     6,547           6,547         --           --           --           --
 Loans secured by deposits         988             988         --           --           --           --           --           --
                              --------        --------     --------     --------     --------     --------     --------     --------
Total loans receivable        $356,600        $  8,559     $    763     $  1,050     $  4,728     $ 57,420     $130,354     $153,726
                              ========        ========     ========     ========     ========     ========     ========     ========
</TABLE>

         (1)  Includes  $14.5  million  in  one-  to   four-family   residential
construction  loans,  all of which are scheduled to convert into permanent loans
maturing after the year 2015.


                                       5
<PAGE>
         The following  table sets forth,  as of September 30, 1999,  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, 2000
                                           -------------------------------------

                                           Fixed Rates  Variable Rates     Total
                                           -----------  --------------     -----
                                                        (In Thousands)
<S>                                           <C>          <C>          <C>
Mortgage loans:
   One- to four-family residential            $293,912     $ 51,214     $345,126
   Commercial real estate                           24        1,684        1,708

Consumer loans:
   Home improvement                              1,207         --          1,207
   Home equity                                    --           --           --
   Loans secured by deposits                      --           --           --
                                              --------     --------     --------

Total Loans Receivable                        $295,143     $ 52,898     $348,041
                                              ========     ========     ========
</TABLE>
         Lending   Limitations.   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, 1999, the Bank's lending limit
under this  restriction  was $5.4  million.  On  September  30,  1999 the Bank's
largest  aggregate  lending  relationship  was  through  a local  not-for-profit
community  development   corporation  that  underwrites,   originates  and  then
guarantees  payment on single family  residential  loans to very low to moderate
income  individuals  in  targeted  areas  of the  city of Fort  Wayne.  The Bank
generally takes a participation interest along with other local lenders on these
loans made to individual borrowers.  The outstanding balance on the aggregate of
these loans as of  September  30, 1999 was  approximately  $894,000.  The Bank's
largest single lending  relationship  was a first lien residential loan mortgage
loan of  $754,000.  There  were two  other  lending  relationships  in excess of
$500,000  as of  September  30,  1999,  which  were  also  one-  to  four-family
residential  loans.  All of these loans were performing in accordance with their
repayment terms.

         One-  to  Four-Family   Residential   Mortgage  Loans.   The  Company's
residential   mortgage   loans  consist   primarily  of  one-  to   four-family,
owner-occupied  mortgage  loans.  A significant  portion,  approximately  85% at
September 30, 1999, of the Company's  one- to four-family  residential  mortgage
and residential mortgage  construction loans provide for fixed rates of interest
and for  repayment of principal  over a fixed period of 10, 15 or 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.
<PAGE>
         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, 1999, the Company
had no fixed-rate loans held for investment with remaining terms in excess of 20
years. The Company retains the servicing

                                       6
<PAGE>
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  adjustable  rate  mortgage
("ARM") loans that reprice  annually are indexed to the one-year  U.S.  Treasury
securities  yield 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 also originates loans which are fixed for three, five
and seven years,  respectively,  which  convert 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, 1999,  the Company's  one- to  four-family  ARM portfolio  totaled
$51.2 million, or 14.36% 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.

         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."
<PAGE>
         The Company makes fixed-rate and adjustable-rate  construction loans to
finance the construction of one- to four-family  residences.  Most  construction
lending is of a construction/permanent type where interest only is collected for
a period  of up to one year and then is  converted  to an  amortizing  permanent
loan.  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%.

         Although no construction  loans were classified as non-performing as of
September  30,  1999,  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

                                       7
<PAGE>
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,  1999,  the largest
commercial  real estate loan was a construction  loan for $474,000  secured by a
mortgage loan on a professional  building.  All commercial real estate loans are
secured by  owner-occupied,  non-residential  real estate,  such as small office
buildings or churches.  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, 1999,  no  commercial  real estate
loans were included in non-performing assets.

         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, 1999,  $9.30  million,  or
2.61%,   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, 1999.

         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 85% if the Company is the first mortgagee
and 80% 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 because of
the high  percentage of home  improvement  loans and home equity lines of credit
secured by real estate and  underwritten  in a manner such that they result in a
lending  risk   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,
1999, 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,  credit  history and  information  on the historical and
projected income and expenses of its potential mortgagors.

         The Company's loan approval  process also assesses,  in addition to the
prospective  borrower's  ability  to repay,  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,  the Vice
President of Lending,  three 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, and at the discretion of management, a
unique or high principal loan will be presented to the Bank's Board of Directors
for review.

                                       8
<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  substantially 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  securitize  mortgages  or  participations.  As of
September 30, 1999, the Company had no loans held for sale. The Company was also
servicing  $1.57 million of loans sold in the  secondary  market as of September
30, 1999.  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,  1999,  the
Company's entire loan portfolio was secured by property located within the State
of Indiana.


                                       9
<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,
                                                  --------------------------------
                                                    1999       1998       1997
                                                  --------   --------   --------
                                                          (In thousands)
<S>                                               <C>        <C>        <C>
Gross loans receivable at
     beginning of period                          $331,904   $292,586   $259,272
                                                  ========   ========   ========

Originations:
   Mortgage loans:
      One- to four-family residential              100,595    104,595     74,304
      Commercial real estate                            25        655        777
                                                  --------   --------   --------
         Total mortgage loans originated           100,620    105,250     75,081

Consumer loans:
   Home improvement/equity loans                     5,921      8,320      6,343
   Loans secured by deposits                           795        601        464
                                                  --------   --------   --------

         Total consumer loans originated             6,716      8,921      6,807
                                                  --------   --------   --------

         Total originations                        107,336    114,171     81,888
                                                  --------   --------   --------

Sales:
   Mortgage loans:
      One- to four-family residential                  318       --         --
                                                  --------   --------   --------

         Total sales                                   318       --         --
                                                  --------   --------   --------

Repayments and other deductions                     82,322     74,853     48,574
                                                  --------   --------   --------

Gross loans receivable at end of period           $356,600   $331,904   $292,586
                                                  ========   ========   ========
</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."  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

                                       10
<PAGE>
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,
                                              ------------------------------------
                                              1999    1998    1997    1996    1995
                                              ----    ----    ----    ----    ----
                                                    (Dollars in thousands)
<S>                                           <C>     <C>     <C>     <C>     <C>
Accrued loans delinquent more than 90 days    $ 88    $292    $223    $231    $ 97
Non-accruing loans                             --      --      --      --      --
Troubled debt restructurings                   --      --      --      --      --
                                              ----    ----    ----    ----    ----

      Total non-performing loans                88     292     223     231      97
Real estate owned, net                         --      --      --      --      --
                                              ----    ----    ----    ----    ----



      Total non-performing assets             $ 88    $292    $223    $231    $ 97
                                              ====    ====    ====    ====    ====

Non-performing loans to total loans, net(1)   0.03%   0.09%   0.08%   0.09%   0.05%
Non-performing assets to total assets         0.02%   0.08%   0.06%   0.07%   0.03%
</TABLE>

(1) Total loans less deferred net loan fees and loans in process.

         Delinquent  Loans.  When a borrower  fails to make a  required  payment
after a fifteen-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 initiate more aggressive collection actions. 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.  At September 30,
1999,  the Company had $494,000 of loans that were over 60 days  delinquent,  or
0.14% of total loans outstanding.

         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.

         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.

                                       11
<PAGE>
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, 1999,  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, 1999
                                                                   ---------------------
                                                                       (In Thousands)
<S>                                                                       <C>
Substandard assets                                                        $   88
Doubtful assets                                                             --
Loss assets                                                                 --
                                                                          ------
      Total classified assets                                             $   88
                                                                          ======

General loss allowances                                                   $1,342
Specific loss allowances                                                    --
                                                                          ------
       Total allowances                                                   $1,342
                                                                          ======
</TABLE>

Allowance for Loan Losses

         The allowance  for loan losses is maintained  through the provision for
loan losses which is charged to earnings. In establishing its allowance for loan
losses,  the Company  considers the level of its classified  and  non-performing
assets and their estimated value,  the national  economic outlook which may tend
to inhibit  economic  activity  and depress  real estate and other values in the
Company's  primary market area, the regulators'  view of adequate reserve levels
for the thrift industry,  and the Company's historically low loan losses and the
levels of the allowance for loan losses  established  by the Company's  peers in
assessing the adequacy of the loan loss allowance.  Accordingly, the calculation
of the  adequacy of the  allowance  for loan  losses is not based  solely on the
level of non-performing loans.

         Real estate  properties  acquired  through  foreclosure are recorded at
fair  value.  If the 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.  The Company had  approximately  $50,000 in net loan
losses in fiscal 1999.

         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 4 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  probable future losses from loans at September 30,
1999.


                                       12
<PAGE>
         Summary of Loan Loss  Experience.  The following table analyzes changes
in the allowance for loan losses during the past five years ended  September 30,
1999.
<TABLE>
<CAPTION>
                                                           Year Ended September 30,
                                              -------------------------------------------------
                                                1999       1998      1997      1996      1995
                                              -------     ------    ------    ------    -------
                                                           (Dollars in thousands)
<S>                                           <C>         <C>       <C>       <C>       <C>
Balance of allowance at beginning of period   $ 1,390     $1,388    $1,385    $1,372    $ 1,288
  Add:
Recoveries of loans previously charged off:
   One- to four-family residential               --         --        --        --         --
                                              -------     ------    ------    ------    -------

Less charge-offs:
   One- to four-family residential                (50)      --        --        --           (3)
                                              -------     ------    ------    ------    -------

Net charge-offs                                   (50)      --        --        --           (3)
                                              -------     ------    ------    ------    -------

Provisions for loan losses                          2          2         3        13         87
                                              -------     ------    ------    ------    -------

Balance of allowance at end of period         $ 1,342     $1,390    $1,388    $1,385    $ 1,372
                                              =======     ======    ======    ======    =======

Net charge-offs to total average loans
   outstanding for period(1)                      .01%        --%       --%       --%        --%
                                              =======     ======    ======    ======    =======

Allowance to net loans receivable at
   end of period                                  .39%       .43%      .49%      .55%     .64 %
                                              =======     ======    ======    ======    =======

Allowance to total non-performing loans at
   end of period                                1,525%       476%      623%      600%     1,411%
                                              =======     ======    ======    ======    =======
</TABLE>

(1) Total average loans exclude deferred net loan fees and loans in process.
<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,
                                  1999                   1998                1997                  1996                  1995
                           --------------------  -------------------- -------------------- -------------------- --------------------
                                    Percent of           Percent of           Percent of           Percent of           Percent of
                                     Loans in             Loans in             Loans in             Loans in             Loans in
                                      Each                 Each                 Each                 Each                 Each
                                     Category             Category             Category             Category             Category
                                       to                   to                   to                   to                   to
                                      Total                Total                Total                Total                Total
                           Amount     Loans     Amount     Loans     Amount     Loans     Amount     Loans     Amount     Loans
                           ------    ------     ------    ------     ------    ------     ------    ------     ------    ------
                                                                     (Dollars 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 ............   $1,042     92.75%    $1,085     92.99%    $1,078     92.28%    $1,058     91.83%    $1,050     92.48%
Commercial real estate .       35       .58         35       .52         35       .64         35       .52         35       .59
Construction loans .....      100      4.06        105      3.47        110      4.03        112      4.79        102      3.98
Consumer loans .........       45      2.61         45      3.02         45      3.05         40      2.86         40      2.95
Unallocated ............      120      --          120      --          120      --          140      --          145      --
                           ------    ------     ------    ------     ------    ------     ------    ------     ------    ------
Total ..................   $1,342    100.00%    $1,390    100.00%    $1,388    100.00%    $1,385    100.00%    $1,372    100.00%
                           ======    ======     ======    ======     ======    ======     ======    ======     ======    ======
</TABLE>


                                       13
<PAGE>
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 oninvestments 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, 1999, the Bank's liquidity ratio (liquid assets as a percentage
of net withdrawable savings deposits and current borrowings) was 16.5%.

         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.

         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
the following  six types of  investments:  (I) U.S.  Treasury  Bills,  (ii) U.S.
Treasury Notes, (iii) U.S. Treasury and Agency 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.

         The following table sets forth the carrying book value and market value
of the Company's investment portfolio at the dates indicated.
<TABLE>
<CAPTION>
                                                                                  At September 30,
                                                 -----------------------------------------------------------------------------------
                                                          1999                          1998                           1997
                                                 ----------------------       ------------------------      ------------------------
                                                 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 .............          $ - -         $  - -        $12,024        $12,195        $26,955        $27,214
   maturity
U.S. Treasury Bonds, available
   for sale ..............................         23,159         23,159          5,137          5,137         11,126         11,126
FHLB stock ...............................          3,174          3,174          2,783          2,783          2,449          2,449
                                                  -------        -------        -------        -------        -------        -------

Total investments ........................        $26,333        $26,333        $19,944        $20,115        $40,530        $40,789
                                                  =======        =======        =======        =======        =======        =======

</TABLE>

                                       14
<PAGE>
         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, 1999.
<TABLE>
<CAPTION>
                                                                         At September 30, 1999
                                        ------------------------------------------------------------------------------------------
                                                       Over 1             Over 5                       Total Investment Securities
                                        1 Year         Through           Through            Over       ---------------------------
                                        or Less        5 Years           10 Years         10 Years
                                       --------       --------           --------         --------
                                       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                   $2,012        $21,147             $   --          $   --          $23,159        $23,159
                                        ======        =======             ======          ======          =======        =======

  Weighted average yield                  5.17%          5.34%                --              --             5.32%
</TABLE>

          At September 30, 1999, 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
interest-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 and may be used when
advance rates offer lower funding opportunities than traditional  deposits.  The
Company has recently borrowed for terms from 30 days to ten years in response to
favorable funding rates and anticipated liquidity needs.

         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, 1999, at  approximately  6.7% and 8.4% of the market among each of Allen and
Adams Counties' banks and savings associations.

         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.


                                       15
<PAGE>
         An analysis of the  Company's  deposit  accounts by type,  maturity and
rate at September 30, 1999, is as follows:
<TABLE>
<CAPTION>
                                                       Minimum        Balance at                        Weighted
                                                       Opening       September 30         % of          Average
 Type of Account                                       Balance           1999           Deposits          Rate
 ---------------                                       -------           ----           --------          ----
                                                             (Dollars in Thousands except minimum balance)
<S>                                                    <C>             <C>              <C>             <C>
 Withdrawable:
    Passbook savings accounts                           $200            $16,793          4.62%           2.08%
    Money market accounts                              2,500             62,888          17.31            4.12
    NOW and other transactions accounts                  100             19,939           5.49            0.58
                                                                         ------           ----

       Total withdrawable                                                99,620          27.42
                                                                         ------          -----

 Certificates and IRA's (original terms):(1)
    90 days and less                                   1,000              5,977           1.64            5.38
    91 days                                            1,000              2,568           0.71            4.72
    182 days                                           1,000             36,649          10.09            4.88
    12 months                                          1,000            105,248          28.96            5.17
    18 months                                          1,000             24,205           6.66            5.15
    24 months                                          1,000             12,958           3.57            5.44
    30 months                                          1,000             15,581           4.29            5.45
    36 months                                          1,000              3,965           1.09            5.60
    48 months                                          1,000                784           0.21            5.51
    60 months                                          1,000             13,070           3.60            6.35
    72 months                                          1,000                 --             --              --
    84 months and over                                 5,000             42,729          11.76            6.97
                                                                         ------          -----

       Total certificates and IRA's                                     263,734          72.58
                                                                        -------          -----

       Total deposits                                                  $363,354        100.00%
                                                                        =======        ======
</TABLE>

(1) Total IRA account balances are $28.1 million.  The IRA accounts are included
    in the various CD terms with corresponding minimums.


                                       16
<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,
1999.

         Maturity Period                                          (In Thousands)
         ---------------                                          --------------

Three months or less ..........................................      $ 1,905
Greater than three months through six months ..................       12,905
Greater than six months through twelve months .................       20,689
Over twelve months ............................................       17,107
                                                                     -------
  Total .......................................................      $52,606
                                                                     =======

         Borrowings.  The Company  focuses on generating  high quality loans and
then seeks the best source of funding from deposits,  investments or borrowings.
On occasion the Company has obtained  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, 1999,  the Company had $7.0 million in advances  outstanding  with
the FHLB. The Company does not  anticipate any difficulty in obtaining  advances
appropriate to meet its requirements in the future.

Regulation

Recent Developments - Financial Modernization

         On  November  12,  1999,   President   Clinton   signed  into  law  the
Gramm-Leach-Bliley  Act (the "Act") which will, effective March 11, 2000, permit
qualifying  bank holding  companies to become  financial  holding  companies and
thereby  affiliate with securities  firms and insurance  companies and engage in
other  activities  that are financial in nature.  The Act defines  "financial in
nature"  to  include  securities   underwriting,   dealing  and  market  making;
sponsoring  mutual funds and investment  companies;  insurance  underwriting and
agency;  merchant  banking  activities;   and  activities  that  the  Board  has
determined to be closely related to banking. A qualifying national bank also may
engage,  subject to limitations on investment,  in activities that are financial
in nature,  other  than  insurance  underwriting,  insurance  company  portfolio
investment,  real  estate  development,  and real estate  investment,  through a
financial subsidiary of the bank.

         The Act also  prohibits  new  unitary  thrift  holding  companies  from
engaging in  nonfinancial  activities or from  affiliating  with an nonfinancial
entity.  As a  grandfathered  unitary thrift holding  company,  the Company will
retain its authority to engage in nonfinancial activities.

         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 SAIF, which together with 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.

                                       17
<PAGE>
         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, 1999.  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, 1999, was approximately $81,000.

         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 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 Deposit  Accounts.  The deposit  accounts held by the Bank
are insured by the SAIF to a maximum of  $100,000  for each  insured  member (as
defined by law and  regulation).  Insurance of deposits may be terminated by the
FDIC  upon a finding  that the  institution  has  engaged  in unsafe or  unsound
practices,  is in an unsafe or unsound  condition to continue  operations or has
violated any applicable law, regulation, rule, order or condition imposed by the
FDIC or the institution's primary regulator.

         As a member of the SAIF, the Bank paid an insurance premium to the FDIC
equal to a minimum of 0.23% of its total  deposits  during 1996 and prior years.
The FDIC also maintains another insurance fund, the BIF, which primarily insures
commercial  bank deposits.  In 1996, the annual  insurance  premium for most BIF
members  was lowered to $2,000.  The lower  insurance  premiums  for BIF members
placed SAIF members at a competitive disadvantage to BIF members.

         Effective,  December  31,  1996,  federal  law was revised to mandate a
one-time  special  assessment on SAIF members such as the Bank of  approximately
0.657% of  deposits  held on March 31,  1995.  Beginning  January 1,  1997,  the
deposit  insurance  assessment  for most SAIF  members  was reduced to 0.064% of
deposits on an annual  basis  through the end of 1999.  During this same period,
BIF  members  will be assessed  approximately  0.013% of  deposits.  After 1999,
assessments  for BIF and SAIF members  should be the same.  It is expected  that
these continuing assessments for both SAIF and BIF members will be used to repay
outstanding Financing Corporation bond obligations.

                                       18
<PAGE>
         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, 1999,  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,
1999, the Bank did not have any subsidiaries.

         At September 30, 1999, the Bank had tangible  capital of $36.2 million,
or 8.76% of adjusted total assets,  which is  approximately  $30.0 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, 1999, the
Bank had no intangibles which were subject to these tests.

         At  September  30,  1999,  the  Bank had  core  capital  equal to $36.2
million,  or 8.76% of adjusted  total  assets,  which is $19.7 million above the
minimum leverage ratio requirement of 4.0%.

         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, 1999, the Bank had
no capital instruments that qualify as supplementary  capital and $1,342 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, 1999.

                                       19
<PAGE>
         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,  1999,  the Bank had total  capital of $37.6  million
(including  $36.2  million in core capital) and  risk-weighted  assets of $199.5
million  (with $6.3 million of converted  off-balance  sheet  assets);  or total
capital of 18.84% of risk-weighted  assets.  This amount was $21.6 million above
the 8% requirement in effect on that date.

         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,  and in respect to  institutions
whose capital is further depleted,  required to impose  additional  restrictions
that can affect all aspects of the institution's  operations.  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.

         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.  The OTS
imposes  various   restrictions  or  requirements  on  the  ability  of  savings
institutions to make capital distributions, including cash dividends.

         A  savings  association  that is a  subsidiary  of a  savings  and loan
holding company, such as the Bank after the conversion, must file an application
or a notice with the OTS at least 30 days before making a capital  distribution.
Savings  associations  are not required to file an application for permission to
make a  capital  distribution  and  need  only  file a notice  if the  following
conditions  are met:  (1) they are eligible for  expedited  treatment  under OTS
regulations,   (2)  they  would   remain   adequately   capitalized   after  the
distribution,  (3) the annual amount of capital distribution does not exceed net
income for that year to date added to retained net income for the two  preceding
years, and (4) the capital distribution would not violate any agreements between
the OTS and the savings association or any OTS regulations.  Any other situation
would require an application to the OTS.

                                       20
<PAGE>
         In addition,  the OTS could prohibit a proposed capital distribution by
any  institution,  which would otherwise be permitted by the regulation,  if the
OTS  determines  that the  distribution  would  constitute  an unsafe or unsound
practice.

         A federal  savings  institution  is  prohibited  from  making a capital
distribution if, after making the distribution, the savings institution would be
unable to meet any one of its minimum regulatory capital requirements.  Further,
a federal  savings  institution  cannot  distribute  regulatory  capital that is
needed for its liquidation account.

         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 September 30, 1999, the minimum liquid asset ratio was
4%.  Penalties  may be imposed upon  associations  for  violations of the liquid
asset ratio requirement.  At September 30, 1999, the Bank was in compliance with
the requirements, with a liquid asset ratio of 16.5%. The Bank's liquidity as of
that same date was 16.47%.

         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, 1999, 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.

                                       21
<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 as of July 31, 1998 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 laws that 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  except if made
pursuant  to an  employee  benefit  plan.  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.

         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.

                                       22
<PAGE>
         Company stock held by persons who are affiliates  (generally  officers,
directors and principal  stockholders)  of the Company may not be resold without
registration 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, 1999, 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, 1999, the Company had approximately $3.17
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 7.92% and were 7.99% for
fiscal 1999.

         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.

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,  some of which have significantly more resources than the Company.  In
total,  there  are 13  banks  and  thrifts  located  in Allen  County,  Indiana,
including the Bank. These financial institutions consist of eleven banks and two
savings  associations  (or  thrifts).  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.

                                       23
<PAGE>
         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  1999,  the  Company   originated
approximately  5.2% and  10.7% of the  mortgages  recorded  in Allen  and  Adams
Counties,  respectively. As of September 30, 1999, the Company had approximately
6.7% and 8.4% of all financial  institution  deposits in each of Allen and Adams
Counties, respectively.

Employees

         As of  September  30,  1999,  the  Company  employed  84  persons  on a
full-time  basis and 3  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.
Information  regarding  executive  officers who are  directors of the Company is
incorporated in Part III of this Form 10-K from the Company's  proxy  statement.
There are no arrangements or  understandings  between such persons named and any
persons pursuant to which such officers were selected.

         John E.  Fitzgerald  (age 50) 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 54) 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.

         Marvin C.  Schumm  (age 66) has served as Interim  President  and Chief
Executive Officer of the Bank since November 1, 1999. From November 1998 through
October 1999,  Mr. Schumm was a Senior Loan  Administrator  with Bruceton  Bank,
Bruceton  Mills,  West Virginia.  Since 1997, Mr. Schumm has been an independent
contractor and bank consultant  with a number of financial  institutions in West
Virginia,  Michigan,  and Ohio.  Since 1996,  Mr.  Schumm has been the owner and
President  of M'Lads  Company,  Maumee,  Ohio,  a small order  printer of unique
items,  and a licensed realtor with DiSalle Real Estate Company,  Maumee,  Ohio.
From January 1996 through  November  1996,  Mr.  Schumm was Vice  President  and
Regional  Director of  Northwest  Russia,  U.S.  Russia  Investment  Fund.  From
November 1994 through  November 1995, Mr. Schumm was a consultant  with the U.S.
Russia Investment Fund where he established  small business lending  departments
in Russia's commercial banks.

                                       24
<PAGE>
Item 2. Description of Property

         At September 30, 1999, the Company conducted its business from its main
office at 132 East Berry Street,  Fort Wayne,  Indiana and eight branch offices.
All nine offices are full-service  offices.  Six are owned by the Bank and three
are leased for terms of one to five years. The Bank's total investment in office
property and  equipment is $5.2 million with a net book value of $2.9 million at
September 30, 1999. Subsequent to September 30, 1999, an additional full-service
branch office was opened in Adams County.  The Bank  currently  does not operate
automated  teller  machines  at  any  of  its  branch  offices.   Management  is
continually reviewing its facilities for adequacy and for business opportunities
for the Company and the Bank.

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,
1999.

                                     PART II

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

         The  information  contained  under the section  captioned  "Stock Price
Information"  in the Company's 1999 Annual Report to  Stockholders  (the "Annual
Report") is incorporated herein by reference.

Item 6.  Selected Financial Data

         The information contained in the table captioned "Selected Consolidated
Financial Data" in the Annual Report is incorporated herein by reference.

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

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

Item 7a.  Quantitative and Qualitative Disclosures About Market Risk

         The  information  contained in the section  captioned  "Asset/Liability
Management  and Market  Risk" in the  Annual  Report is  incorporated  herein by
reference.

Item 8.  Financial Statements and Supplementary Data

         The  Company's  financial  statements  listed  in  Item 14  herein  are
incorporated herein by reference.

                                       25
<PAGE>
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.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

         Information  concerning  Directors of the  Registrant  is  incorporated
herein by reference from the Company's definitive Proxy Statement for the Annual
Meeting of  Shareholders  scheduled to be held on January 25,  2000,  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.

         Information concerning the executive officers of the Registrant who are
not  directors of the Company is contained in Part I of this form 10-K under the
caption  "Executive  Officers of the Company and the Bank who are not Directors"
and is incorporated herein by this reference.

Item 11.  Executive Compensation

         Information concerning executive compensation is incorporated herein by
reference from the Company's  definitive  Proxy Statement for the Annual Meeting
of Shareholders scheduled to be held on January 25, 2000, 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 Company's definitive
Proxy Statement for the Annual Meeting of  Shareholders  scheduled to be held on
January  25,  2000,   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, 1999.


                                     PART IV

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

         (a)      Listed below are all financial  statements  and exhibits filed
                  as part of this report, and are incorporated by reference.



                                       26
<PAGE>
         1.       The  consolidated  statements of financial  conditions of Home
                  Bancorp and  subsidiary as of September 30, 1999 and 1998, and
                  the  related  consolidated  statements  of income,  changes in
                  shareholders'  equity  and cash flows for each of the years in
                  the three year period ended September 30, 1999,  together with
                  the  related  notes and the  independent  auditors'  report of
                  Crowe, Chizek and Company LLP, independent accountants.

         2.       Financial Statement Schedules:

         All financial  statement schedules have been omitted as the information
is not required under the related instructions or is inapplicable.

         3.       Exhibits:

                                              Document
                                              --------

           3(i)              Certificate of Incorporation*

           3(ii)             Bylaws, as amended***

             4               Instruments defining the rights of security
                                holders, including indentures indentures*

           10.1              Employment Agreements of W. Paul Wolf, Matthew P.
                                Forrester, Gary L. Hemrick, Donald E. Thornton
                                and John E. Fitzgerald *

           10.3              1995 Stock Option and Incentive Plan**

           10.4              Recognition and Retention Plan**

            13               Annual Report to Security Holders

            21               Subsidiaries of Registrant (see Item 1--Description
                                 of Business - General)

            23               Consent of Accountants

            27               Financial Data Schedule (electronic filing only)

*  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.

** 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.

***Filed on  October  3, 1997 on Form 8-K (File No.  0-22376)  and  incorporated
   herein by reference.

                                       27
<PAGE>
         (b)      Reports on Form 8-K:

         The following  reports on Form 8-K were filed by the Company during the
period covered by this report.

Date of Report      Subject
--------------      -------

9/23/99             Press release regarding declaration of cash dividend.

7/15/99             Press release regarding the resignation of Matthew
                    Forrester, the Senior Vice President and Treasurer of
                    Home Bancorp, effective October 12, 1999.

7/9/99              Press release regarding 3rd Quarter 1999 Earnings.


                                       28
<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: December 27, 1999                By: /s/Donald E. Thornton
                                           -------------------------------------
                                           Donald E. Thornton, Director and
                                           Senior Vice President
                                           (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/ Donald E. Thornton                          /s/ Timothy A. Sheppard
--------------------------------                --------------------------------
Donald E. Thornton, Director and                Timothy A. Sheppard, Treasurer
Senior Vice President                           (Chief Accounting Officer and
(Principal Executive Officer)                   Principal Financial Officer)

Date: December 27, 1999                         Date: December 27, 1999


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

Date: December 27, 1999                         Date: December 27, 1999


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

Date: December 27, 1999                         Date: December 27, 1999


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

Date: December 27, 1999                         Date: December 27, 1999