<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-KSB


[x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT  OF 1934
      For the fiscal year ended June 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 file number 0-21687

                              IFB HOLDINGS, INC.
                              ------------------
             (Exact name of Registrant as specified in its charter)
<TABLE>

                   Delaware                                          43-176002
                   --------                                          ----------
<S>                                                    <C>
(State or other jurisdiction of incorporation          (I.R.S. Employer Identification No.)
                 or organization)

522 Washington Street, Chillicothe, Missouri                             64601
--------------------------------------------                             -----
    (Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code:                  (660) 646-3733
                                                                     --------------
</TABLE>
          Securities Registered Pursuant to Section 12(b) of the Act:
                                      None
                                      ----
          Securities Registered Pursuant to Section 12(g) of the Act:
                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of class)

     Indicate by check mark  whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
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-B 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-KSB or any amendment to
this Form 10-KSB. [x]

     The registrant's revenues for the fiscal year ended June 30, 1999 were $5.2
million.

     The aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the average of the bid and asked prices
of such stock on the OTC Bulletin Board  as of September 17, 1999, was $5.5
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 September 17, 1999, there were issued and outstanding 474,019 shares
of the Registrant's Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Parts II and III of Form 10-KSB - Annual Report to Stockholders for the
fiscal year ended June 30, 1999.

     Part III of Form 10-KSB - Proxy Statement for 1999 Annual Meeting of
Stockholders.
<PAGE>

                                    PART I

Item 1.  Description of Business

IFB Holdings, Inc. (the "Company") was organized in October 1996 for the purpose
of serving as a holding company for Investors Federal Bank and Savings
Association (the "Bank") upon its conversion from mutual to stock form, and of
Investors Federal Bank, National Association following the conversion from a
thrift to a national bank.  On December 30, 1996, the Company closed its public
offering for 592,523 shares of its common stock and acquired the Bank as part of
the Bank's conversion from a mutual to a stock chartered federal savings bank.
Approximately 50% of the net conversion proceeds were retained by the Company.
The Company is subject to regulation by the Federal Reserve Bank and the
Securities and Exchange Commission.  The business of the Company consists
primarily of the business of the Bank.

The Bank was originally chartered as a federal savings association in 1934 under
the name Chillicothe Federal Savings and Loan Association.  In 1974, the Bank
changed its name to Investors Federal Savings and Loan Association, and in 1988
the Bank changed its name to Investors Federal Bank and Savings Association.
On December 30, 1996, the Bank completed its conversion from a mutual to a stock
charter.  The Bank converted to a National Bank on January 30, 1997, and changed
its name to Investors Federal Bank, National Association.

The executive offices of the Company and the Bank are located at 522 Washington
Street, Chillicothe, Missouri 64601.  The telephone number at that address is
(660) 646-3733.

The Bank has been, and intends to continue to be, a community-oriented financial
institution offering selected financial services to meet the needs of the
communities it serves.  The Bank attracts deposits from the general public and
historically has used such deposits, together with other funds, to originate and
purchase one- to four-family residential mortgage loans, and to originate non-
residential real estate loans (primarily farm loans), and consumer loans
consisting primarily of loans secured by automobiles. In addition, in recent
years, the Bank has expanded its loan portfolio by purchasing SBA-guaranteed
loans and FHA-insured Title I home improvement loans.  Because of the limited
lending opportunities in its local market area and to the extent adjustable-rate
one- to four-family residential mortgage loans are unavailable for purchase at
attractive yields, the Bank also invests in mortgage-backed securities and other
investment securities.

Market Area and Competition

The Bank conducts its operations through its main office in Chillicothe and
branch offices in Hamilton and Gallatin, Missouri.  The Bank's offices are
located in the northwest part of Missouri, approximately 95 miles northeast of
Kansas City and approximately 60 miles south of the Iowa-Missouri state line.

The Bank's market area is changing primarily from an agrarian economy into a
subregional manufacturing and distribution center.  The major employers in the
Bank's market area are Donaldson Company, Lambert Manufacturing, Midwest Gloves
Corporation, SEMCO, the Department of Corrections, the local school districts,
Wire Rope Corp. of America, Landmark Metal Fabricating and Hamilton Hillcrest.

The Bank faces significant competition in attracting deposits and originating
loans.  This competition arises, with respect to originating loans, from
mortgage bankers and to a lesser extent from commercial banks, savings
institutions and credit unions, and with respect to attracting deposits, from
securities firms and mutual funds and from other financial institutions in its
market area.  In Livingston, Caldwell and Daviess Counties, where the Bank's
three offices are located, there are ten commercial banks, in addition to the
Bank.

                                       1
<PAGE>

Lending Activities

General.  The Bank has emphasized and, subject to market conditions, will
continue to emphasize the origination and purchase of one- to four-family
residential mortgage loans.  In recent years, subject to market conditions, the
Bank has emphasized the origination and purchase of ARM loans and shorter-term
fixed-rate residential mortgage loans.  At June 30, 1999, the Bank's portfolio
of one- to four-family residential mortgage loans totaled $25.5 million, or
73.7% of total loans.  The Bank also originates loans secured by farm residences
and combinations of farm residences and farm real estate.  At June 30, 1999, the
non-residential real estate portfolio (consisting principally of farm loans)
totaled $2.3 million, or 6.8% of total loans, all of which were secured by
properties located in the Bank's market area.  The Bank's non-mortgage loans
consist primarily of automobile loans, all of which are direct originations
(i.e., not through a dealer), SBA-guaranteed loans and FHA Title I home
improvement loans.

Under OCC regulations, a national bank's loans-to-one borrower limit is
generally limited to the greater of 15% of unimpaired capital and surplus or
$500,000.  At June 30, 1999, the maximum amount which the Bank could have lent
under this limit to any one borrower and the borrower's related entities was
approximately $1.0 million At June 30, 1999, the Bank had no loans or groups of
loans to related borrowers with outstanding balances in excess of this amount.
The Bank's largest lending relationship at June 30, 1999 was twelve loans to an
individual borrower aggregating $858,000 and secured by one-to four- family
residential properties.  At June 30, 1999, these loans were performing in
accordance with their terms.

Loan Portfolio Composition.  Set forth below is data relating to the composition
of the Bank's loan portfolio by type of loans as of the dates indicated.

<TABLE>
<CAPTION>
                                                              At June 30,
                                      ---------------------------------------------------------
                                             1999                 1998               1997
                                      ------------------    ----------------   ----------------
                                      Amount     Percent    Amount   Percent   Amount   Percent
                                      ------     -------    ------   -------   ------   -------
                                                        (Dollars in Thousands)
<S>                                   <C>        <C>        <C>      <C>       <C>      <C>
Real estate loans:
-----------------
 One- to four-family................    25,465     73.73%  $25,633     72.04%  $23,386    77.35%
 Multifamily (5 or more)............       522      1.51       589      1.65         -        -
 Non-residential real estate........     2,333      6.76     2,237      6.29     1,729     5.72
 Home improvement-FHA...............       593      1.72       936      2.63     1,202     3.98
 Commercial.........................     1,650      4.78     1,828      5.14       471     1.56
                                       -------    ------   -------    ------   -------   ------
  Total real estate loans...........    30,563     88.50    31,223     87.75    26,788    88.61
                                       -------    ------   -------    ------   -------   ------

Consumer and other loans:
------------------------
 Automobile.........................     2,156      6.24     2,447      6.88     1,669     5.52
 SBA guaranteed.....................       934      2.70       952      2.68       971     3.21
 Savings account....................       432      1.25       468      1.31       395     1.30
 Other..............................       452      1.31       492      1.38       410     1.36
                                       -------    ------   -------    ------   -------   ------
  Total consumer and other loan.....     3,974     11.50     4,359     12.25     3,445    11.39
                                       -------    ------   -------    ------   -------   ------

  Total loans.......................    34,537    100.00%   35,582    100.00%   30,233   100.00%
                                                  ======              ======             ======

Less:
----
 Loans in  process..................         -                  (6)                 (1)
 Deferred fees and origination costs       (10)                  3                  15
 Allowance for losses...............      (398)               (324)               (285)
                                       -------             -------             -------
 Total loans receivable, net........   $34,129             $35,255             $29,962
                                       =======             =======             =======
</TABLE>

                                       2
<PAGE>

The following table shows the composition of the Bank's loan portfolio by fixed-
and adjustable-rates at the dates indicated.

<TABLE>
<CAPTION>
                                                                               At June 30,
                                                ------------------------------------------------------------------------
                                                       1999                      1998                       1997
                                                -------------------       -------------------        -------------------
                                                Amount      Percent       Amount      Percent        Amount      Percent
                                                ------      -------       ------      -------        ------      -------
                                                                        (Dollars in Thousands)
<S>                                             <C>         <C>           <C>         <C>            <C>         <C>
Fixed-Rate Loans:
----------------
 Real estate:
 One- to four-family......................      $  6,962      20.16%      $  4,821     13.55%        $  4,281      14.16%
 Multifamily (5 or more)..................           522       1.51            589      1.66                -          -
 Home improvement-FHA.....................           593       1.72            936      2.63            1,202       3.98
 Commercial...............................           964       2.79          1,132      3.18              438       1.45
 Non-residential..........................           601       1.74            319       .89              212        .70
                                                --------    -------       --------   -------         --------     ------
     Total real estate loans..............         9,642      27.92          7,797     21.91            6,133      20.29
 Consumer and other.......................         3,015       8.73          3,406      9.57            2,479       8.20
                                                --------    -------       --------   -------         --------     ------
     Total fixed-rate loans...............        12,657      36.65         11,203     31.48            8,612      28.49
                                                --------    -------       --------   -------         --------     ------

Adjustable-Rate Loans:
---------------------
 Real estate:
 One- to four-family......................        18,503      53.57         20,812     58.49           19,105      63.19
 Commercial...............................           686       1.99            696      1.96               33        .11
 Non-residential..........................         1,732       5.01          1,918      5.39            1,517       5.02
                                                --------    -------       --------   -------         --------     ------
     Total real estate loans..............        20,921      60.57         23,426     65.84           20,655      68.32
 Consumer and other.......................           959       2.78            953      2.68              966       3.19
                                                --------    -------       --------   -------         --------     ------
     Total adjustable-rate loans..........        21,880      63.35         24,379     68.52           21,621      71.51
                                                --------    -------       --------   -------         --------     ------
     Total loans..........................        34,537     100.00%        35,582    100.00%          30,233     100.00%
                                                ========    =======       ========   =======         ========     ======

Less:
----
 Loans in process.........................             -                        (6)                        (1)
 Deferred fees and........................
     origination costs....................           (10)                        3                         15
 Allowance for loan losses................          (398)                     (324)                      (285)
                                                --------                  --------                   --------
     Total loans receivable, net..........      $ 34,129                  $ 35,255                   $ 29,962
                                                ========                  ========                   ========
</TABLE>

One- to Four-Family Mortgage Loans.  The Bank's primary lending activity is the
origination for its portfolio of one- to four-family, owner-occupied,
residential mortgage loans secured by property located in the Bank's market
area. Loans are generated through the Bank's marketing efforts, its existing
customers and referrals, real estate brokers, builders and local businesses. The
Bank generally has limited its real estate loan originations to the financing of
properties located within its market area, although it has from time to time in
the past purchased loans secured by properties located outside of its market
area. The average principal balance of the loans in the Bank's one- to four-
family residential mortgage loan portfolio was approximately $38,200 at June 30,
1999. At June 30, 1999, the Bank had $25.5 million, or 73.7% of its total loan
portfolio, invested in mortgage loans secured by one- to four-family residences.

The Bank originates fixed-rate residential one- to four-family loans with terms
of up to 30 years.  As of June 30, 1999, $7.0 million, or 20.2% of the Bank's
loan portfolio, consisted of fixed-rate residential one- to four-family loans.
The Bank's fixed-rate mortgage loans amortize monthly with principal and
interest due each month.  Residential real estate loans often remain outstanding
for significantly shorter periods than their contractual terms because borrowers
may refinance or prepay loans at their option.

The Bank also offers ARM loans for terms ranging up to 30 years.  The Bank
currently offers ARM loans that adjust every year, with interest rate adjustment
limitations up to two percentage points per year and up to six percentage points
over the life of the loan; however, a majority of the ARM loans in the Bank's

                                       3
<PAGE>

portfolio have adjustment limitations of one percentage point per year and five
percentage points over the life of the loan. Additionally, the Bank offers ARM
loans that adjust annually after an initial lock-in term of three or five years
has expired. In a rising interest rate environment, such rate limitations may
prevent ARM loans from repricing to market interest rates, which would have an
adverse effect on net interest income. The Bank has used different interest
indices for ARM loans in the past, and currently uses the one year U.S. Treasury
Index adjusted to a constant maturity, with margins of 275-350 basis points for
agency conforming ARM loans. ARM loans secured by residential one- to four-
family real estate totaled $18.5 million, or 53.6% of the Bank's total loan
portfolio at June 30, 1999. The origination of fixed-rate mortgage loans versus
ARM loans is monitored on an ongoing basis and is affected significantly by the
level of market interest rates, customer preference, the Bank's interest rate
gap position and loan products offered by the Bank's competitors. During fiscal
year 1999, the Bank originated $4.6 million in fixed-rate residential mortgage
loans and $3.4 million of ARM loans. During fiscal year 1998, the Bank
originated $2.7 million of fixed-rate residential mortgage loans and $3.9
million of ARM loans. During fiscal year 1997, the Bank originated $1.8 million
of fixed-rate residential mortgage loans and $3.2 million of ARM loans.

Regulations limit the amount that a bank may lend relative to the appraised
value of the real estate securing the loan, as determined by an appraisal at the
time of loan origination.  The Bank's lending policies generally limit the
maximum LTV ratio of 80% of the lesser of the appraised value or the purchase
price of the property securing the loan in the case of loans secured by one- to
four-family owner-occupied properties.  On conventional one- to four-family
loans, the Bank will lend up to a 95% LTV ratio; however, loans with LTV ratios
in excess of 80% may require private mortgage insurance and loans with LTV
ratios in excess of 90%, with rare exceptions, require private mortgage
insurance or additional readily marketable collateral.

When underwriting residential real estate loans, the Bank reviews each loan
applicant's employment, income and credit history.  The Bank's policy is to
obtain credit reports and financial statements on all borrowers and guarantors.
Properties securing real estate loans are appraised by the Bank's employees.
Appraisals are subsequently reviewed by the Bank's Chief Lending Officer and the
Loan Committee, as applicable.  Management believes the stability of income,
past credit history and adequacy of the proposed security are integral parts in
the underwriting process.  Generally, the applicant's total monthly mortgage
payment, including all escrow amounts, is limited to 25 percent of the
applicant's total monthly income.  In addition, total monthly obligations of the
applicant, including mortgage payments, should not generally exceed 33% of total
monthly income.  Written appraisals are always required on real estate property
offered to secure an applicant's loan.  The Bank requires fire and casualty
insurance on all properties securing real estate loans, as well as title
insurance or a certified abstract and written attorney's title opinion.

Non-Residential Real Estate Lending.  The Bank originates loans secured by farm
residences and combinations of farm residences and farm real estate.  At June
30, 1999, the non-residential real estate portfolio totaled $2.3 million, or
6.8% of total loans, all of which were secured by properties located in the
Bank's market area.  The principal balance of such loans in the Bank's portfolio
ranged from approximately $5,700 to $241,000  at June 30, 1999.  Non-residential
real estate mortgage loans are generally made for terms of 15 to 20 years.

Loans secured by farm real estate generally involve greater risks than one- to
four-family residential mortgage loans.  Payments on loans secured by such
properties may, in some instances, be dependent on farm income from the
properties.  To address this risk, applicants may be required to provide income
projections for the coming year as well as a five-year history on past
production from the farm securing the loan.  The Bank also evaluates the cash
flow from the farm securing the loan, and the Bank's analysis of such cash flow
data is an important part of the underwriting decision.  Nonetheless, such loans
are more difficult to evaluate.  If the estimate of value proves to be
inaccurate, the Bank may be confronted with a property the value of which is
insufficient to assure full repayment in the event of default and

                                       4
<PAGE>

foreclosure. The Bank seeks to minimize these risks in a variety of ways,
including limiting the size of such loans, limiting the maximum loan to value
ratio to 75% and strictly scrutinizing the financial condition of the borrower
and the quality of the collateral securing the loan. All of the properties
securing the Bank's nonresidential real estate mortgage portfolio are inspected
and appraised by the Bank's lending personnel before the loan is made.

Commercial Real Estate Lending.  The Bank occasionally originates loans secured
by commercial real estate.  At June 30, 1999, $1.7 million, or 4.8%, of the
Bank's loan portfolio consisted primarily of two commercial real estate loans,
which represented a purchased participation in a commercial real estate loan
secured by a nursing home located in St. Peters, Missouri, a suburb of St.
Louis, and a purchased loan secured by Super 8 Motel located in Trenton,
Missouri, approximately 30 miles north of the Bank's main  office.  At June 30,
1999, these loans were performing in accordance to their terms.

Commercial real estate loans originated or purchased  by the Bank may be either
fixed or adjustable-rate loans with terms to maturity and amortization schedules
of up to 30 years.  Commercial real estate loans are written in amounts of up to
80% of the lesser of the appraised value of the property or the sales price.

Appraisals on properties which secure commercial real estate loans are performed
by the Bank's employees or an independent appraiser designated by the Bank
before the loan is made.  All appraisals on commercial real estate loans are
reviewed by the Bank's management.  In underwriting such loans, the Bank
primarily considers the cash flows generated by the real estate to support the
debt service, the financial resources and income level of the borrower and the
Bank's experience with the borrower. In addition, the Bank's underwriting
procedures require verification of the borrower's credit history, an analysis of
the borrower's income, financial statements and banking relationships, a review
of the borrower's property management experience and references, and a review of
the property, including cash flow projections and historical operating results.
The Bank seeks to ensure that the property securing the loans will generate
sufficient cash flow to adequately cover operating expenses and debt service
payments.

Commercial real estate lending affords the Bank an opportunity to receive
interest at rates higher than those generally available from one- to four-family
residential lending.  Nevertheless, loans secured by such properties are
generally larger, more difficult to evaluate and monitor and, therefore
generally, involve a greater degree of risk than one- to four-family residential
mortgage loans.  Because payments on loans secured by commercial real estate are
often dependent on the successful operation or management of the properties,
repayment of such loans may be subject to adverse conditions in the real estate
market or the economy.  If the cash flow from the project is reduced, the
borrower's ability to repay the loan might be impaired.  The Bank has attempted
to minimize these risks by lending primarily to the ultimate user of the
property or on existing income-producing properties.

Consumer and Other Lending.   Investors Federal originates a limited variety of
consumer loans, primarily direct automobile loans.  The Bank currently
originates substantially all of its consumer loans in its primary market area.
The Bank also occasionally purchases consumer and other loans originated by
other financial institutions.  Such purchased loans include adjustable rate
loans guaranteed by the SBA.

The primary component of the Bank's consumer loan portfolio consists of
automobile loans secured by both new and used cars and light trucks.  The Bank
originates automobile loans on a direct basis, where the Bank extends credit
directly to the borrower.  The Bank's automobile loans generally have terms that
do not exceed six years and carry a fixed-rate of interest.  Generally loans on
new vehicles are made in amounts up to 80% of cost and loans on used vehicles
are made in amounts up to 90% of the vehicles' "Black Book" value, as published
by the Hearst Business Media Corporation.  Collision and comprehensive insurance
coverage is required on all automobile loans.


The Bank, in the past, has purchased FHA home improvement loans, which are
fixed-rate with terms

                                       5
<PAGE>

ranging from one to fifteen years. Principal and interest payments on such loans
may be insured by cash reserves held by the issuer, in the event of default. At
June 30, 1999, the Bank's purchased FHA home improvement loan portfolio
consisted of four FHA loan packages, with fixed rates ranging between 9.25%-
10.25% in the aggregate amount of $593,000, representing 1.7% of the Bank's
total loan portfolio.

The Bank also purchases adjustable rate loans guaranteed by the SBA, an
independent agency of the Federal Government.  Such loans are generally
originated by financial institutions to small- and medium-sized businesses, with
interest rates that adjust monthly or quarterly based on the prime rate. SBA-
guaranteed loans generally have terms ranging from seven to 25 years depending
on the use of the proceeds.  The principal and interest on such loans is 90%
insured by the Small Business Administration and the Bank has limited its
purchases to the guaranteed portion of such loans.  Such loans are generally
sold at a premium to par value primarily due to the SBA's guarantee.  As of June
30, 1999, the Bank's purchased SBA-guaranteed loan portfolio consisted of three
loans in the aggregate amount of $934,000, representing 2.7% of the Bank's total
loan portfolio.

Finally, the Bank has originated a small number of loans for the purchase of
farm equipment.  Such loans are generally secured by chattel and equipment and
generally are originated as fixed-rate loans with terms of less than five years.

Consumer loans vary according to the type and value of collateral, length of
contract and creditworthiness of the borrower.  The underwriting standards
employed by the Bank for originated consumer loans include an application, a
determination of the applicant's payment history on other debts and an
assessment of ability to meet existing obligations and payments on the proposed
loan. Although creditworthiness of the applicant is a primary consideration, the
underwriting process also includes a comparison of the value of the security, if
any, in relation to the proposed loan amount.

Consumer loans entail greater credit risk than do residential mortgage loans,
particularly in the case of consumer loans which are unsecured or are secured by
rapidly depreciable assets, such as automobiles.  Further, any repossessed
collateral for a defaulted consumer loan may not provide an adequate source of
repayment of the outstanding loan balance as a result of the greater likelihood
of damage, loss or depreciation.  In addition, consumer loan collections are
dependent on the borrower's continuing financial stability, and thus are more
likely to be affected by adverse personal circumstances. Furthermore, the
application of various federal and state laws, including bankruptcy and
insolvency laws, may limit the amount which can be recovered on such loans.  At
June 30, 1999,   $38,000 in consumer loans were non-performing.  There can be no
assurances, however, that delinquencies will not increase in the future.

                                       6
<PAGE>

Loan Maturity Schedule

The following schedule illustrates the contractual maturity and weighted average
rates of the Bank's total loan portfolio at June 30, 1999.  Mortgages which have
adjustable or renegotiable interest rates are shown as maturing in the period
during which the contract is due.  The schedule does not reflect the effects of
scheduled payments, possible prepayments or enforcement of due-on-sale clauses.
The total amounts of loans due after June 30, 2000 that have predetermined
interest rates is $11.7 million, and that have floating or adjustable rates is
$21.7 million.

<TABLE>
<CAPTION>

                                           Home improvement-                Multifamily,
                                                FHA &                       Commercial &
                                         One- to Four Family            Nonresidential Real Estate         Consumer and Other
                                       ------------------------     ----------------------------------     ------------------
                                                        Weighted                             Weighted                Weighted
                                                        Average                               Average                 Average
                                       Amount            Rate       Amount                     Rate        Amount       Rate
                                       ------          --------     ------                   ---------     ------    --------
                                                                        (Dollars in Thousands)

<S>                                    <C>             <C>          <C>                      <C>           <C>       <C>
Due During Years Ending June 30,
----------------------------------

2000 (1)..........................    $   384           7.57%      $   22                       9.16%     $  701       8.81%
2001..............................        122           8.19            6                       8.75         513       9.93
2002..............................        252           8.14            -                          -         933       8.73
2003 to 2004......................      1,030           8.24          119                       7.96         651       9.61
2005 to 2009......................      4,524           8.29        1,640                       8.95          69       7.48
2010 to 2024......................     15,161           7.92        2,718                       8.32       1,054       6.78
2025 and following................      4,585           7.75            -                          -          53       7.06
                                      -------                      ------                                 ------
                                      $26,058           7.97%      $4,505                       8.54%     $3,974       8.48%
                                      =======                      ======                                 ======
<CAPTION>
                                                       Total
                                               ---------------------
                                                            Weighted
                                                            Average
                                               Amount        Rate
                                               ------       -------
<S>                                            <C>         <C>
Due During Years Ending June 30,
----------------------------------

2000 (1)..........................            $ 1,107         8.39%
2001..............................                641         9.59
2002..............................              1,185         8.61
2003 to 2004......................              1,800         8.72
2005 to 2009......................              6,233         8.46
2010 to 2024......................             18,933         7.91
2025 and following................              4,638         7.74
                                              -------
                                              $34,537         8.10%
                                              =======         ====
  </TABLE>

________________________
(1) Includes demand loans, loans having no stated maturity and overdraft loans.

                                       7
<PAGE>

Origination, Purchases and Sales of Loans

Loan originations are developed from continuing business with depositors and
borrowers, soliciting Realtors, builders, walk-in customers and third-party
sources. The Board of Directors of the Bank has authorized certain officers to
originate loans within specified underwriting limits. Specifically, Bank
officers may originate loans secured by single-family, owner occupied residences
up to $100,000 (based on a 60% LTV ratio), up to $87,500 (based on a 70% LTV
ratio), up to $82,500 (based on a 75% LTV ratio), up to $80,000 (based on an 80%
LTV ratio), and up to $72,000 (based on a 90% LTV ratio). All loans over
$100,000 require action by the Bank's Loan Committee and all loans originated
over a 90% LTV ratio require action by the Bank's Loan Committee. In addition,
the full Board of Directors meets monthly to review all real estate loans made
by officers of the Bank.

While the Bank originates both adjustable-rate and fixed-rate loans, its ability
to originate loans to a certain extent is dependent upon the relative customer
demand for loans in its market, which is affected by the interest rate
environment, among other factors.  For fiscal year 1999, the Bank originated
$8.0 million in fixed-rate loans and $3.8 million in adjustable-rate loans.

In order to supplement local loan demand, the Bank also has purchased loans in
the secondary mortgage market.  These loans have consisted of one- to four-
family residential mortgage loans secured by property located in the State of
Missouri, although the Bank's purchased loan portfolio includes seasoned one- to
four-family residential mortgage loans secured by collateral located outside
Missouri.  At June 30, 1999, $7.0 million, or 20.3%, of the Bank's total loan
portfolio consisted of purchased one- to four-family residential mortgage loans.
During the year ended June 30, 1999, the Bank purchased $229,000 in one- to
four-family residential mortgage loans, all of which were collateralized by
properties located in the State of Missouri.

The Bank generally does not sell in the secondary mortgage market residential
mortgage loans that it originates.  In the years ended June 30, 1999, 1998 and
1997, the Bank did not sell any originated mortgage loans. The fixed rate
residential one- to four-family mortgage loans originated by the Bank are
generally underwritten in conformity with the criteria established by the FHLMC.

                                       8
<PAGE>

Set forth below is a table showing the Bank's loan originations, purchases,
sales and repayments for the periods indicated.

<TABLE>
<CAPTION>
                                                    Years Ended June 30,
                                                ----------------------------
                                                  1999       1998     1997
                                                ---------  --------  -------
                                                       (In Thousands)
<S>                                             <C>        <C>       <C>
Originations by Type:
--------------------
 Adjustable rate:
   Real estate - one- to four-family..........   $ 3,399   $ 3,943   $3,172
         - non-residential....................       195       798      119
   Non-real estate - consumer and commercial..       227       200      200
                                                 -------   -------   ------
          Total adjustable-rate...............     3,821     4,941    3,491
                                                 -------   -------   ------

 Fixed rate:
  Real estate - one- to four-family...........     4,649     2,683    1,848
        - non-residential.....................       394       161       65
         -commercial..........................        61       249       35
  Non-real estate - consumer and other........     2,897     4,331    2,755
                                                 -------   -------   ------
     Total fixed-rate.........................     8,001     7,424    4,703
                                                 -------   -------   ------
     Total loans originated...................    11,822    12,365    8,194
                                                 -------   -------   ------

Purchases:
---------
 Real estate - one- to four-family............       229     2,707    1,655
        - multifamily (5 or more).............         -       600        -
        - commercial..........................         -     1,350        -
 Non-real estate - consumer...................         -         -      904
                                                 -------   -------   ------
    Total loans purchased.....................       229     4,657    2,559
                                                 -------   -------   ------

Sales and Repayments:
--------------------
 Real estate - one- to four-family............         -         -        -
                                                 -------   -------   ------
     Total loans sold.........................         -         -        -
 Principal repayments.........................    12,952    11,609    9,198
                                                 -------   -------   ------
      Total reductions........................    12,952    11,609    9,198
Increase (decrease) in other items, net.......      (144)      (65)      (3)
                                                 -------   -------   ------
       Net increase (decrease)................   $(1,045)  $ 5,348   $1,552
                                                 =======   =======   ======
</TABLE>

Asset Quality

The Bank's collection procedures provide that when a real estate loan is past
due 15 days, a delinquent notice is sent requesting payment.  If a payment is
more that 30 days past due then personal contact is made by the collection
officer.  If the deed of trust calls for a right-to-cure notice, then the
required notice is mailed by certified mail and regular mail when the loan
becomes 30 days past due.  Personal contact is continued on all delinquent real
estate loans until the loan is completely current.

With respect to consumer loans, a delinquent notice is sent requesting payment
five days after the due date.  If payment is not made by the 30th day after it
is due, the Bank sends a right to cure letter by certified mail and by regular
mail.  If consumer loans are not resolved by 90 days, the account is put on

                                       9
<PAGE>

non-accrual status and repossession and /or legal action is normally initiated.
Real estate loans of 60 days or more past due and consumer loans of 30 days  or
more past due are reported monthly to the Board of Directors.  For both consumer
loans and real estate loans, the Bank officer has authority to begin foreclosure
and/or repossession procedures at any time he feels it necessary or advisable.
At June 30, 1999, the percentage of total loans delinquent 90 days or more to
total loans was 1% and the percentage of total loans delinquent 60 to 89 days to
total loans was .5%.

Delinquent Loans and Non-performing Assets.  Loans are reviewed on a regular
basis and are placed on non-accrual status when, in the opinion of management,
the collection of additional interest is doubtful. Mortgage and consumer loans
are placed on non-accrual status when principal is 90 days or more past due.
Interest accrued and unpaid at the time a loan is placed on non-accrual status
is charged against interest income.  The loan will remain on non-accrual status
until the loan is brought current.

Real estate acquired through foreclosure or by deed-in-lieu of foreclosure is
classified as real estate owned until such time as it is sold.  When real estate
owned is acquired, it is recorded at the lower of the unpaid principal balance
of the related loan, or its fair value, less estimated selling expenses.  Any
further write-down of real estate owned is charged against earnings.  At June
30, 1999, the Bank had no property classified as real estate owned.

The following table sets forth information with respect to the Bank's
delinquent loans at June 30, 1999.

<TABLE>
<CAPTION>
                                                       Loans Delinquent For
                               --------------------------------------------------------------------
                                             60-89 Days                      90 Days and Over             Total Delinquent Loans
                               ----------------------------------      ----------------------------     --------------------------
                                                         Percent                           Percent                        Percent
                                                         of Loan                           of Loan                        of Loan
                                   Number     Amount     Category      Number    Amount    Category     Number   Amount   Category
                                   ------     ------     --------      ------    ------    --------     ------   ------   --------
                                                                     (Dollars in Thousands)
<S>                                <C>        <C>        <C>           <C>       <C>       <C>          <C>      <C>      <C>
Real Estate:
   One- to four-family.....            3         124         .49%           2       107        .42%          5      231        .91%
   Nonresidential real
    estate.................            -           -           -            3       186       7.97           3      186       7.97
   Consumer................            6          43        1.08            8        38        .96          14       81       2.04
                                              ------
   Home Improvement-FHA....            -           -           -            2        25       4.22           2       25       4.22
                                   -----      ------                   ------    ------                 ------   ------
      Total................            9        $167         .48%          15      $356       1.03%         24     $523       1.51%
                                   =====      ======                   ======    ======                 ======   ======
</TABLE>

The following table sets forth information regarding non-performing loans at the
dates indicated.  As of the dates indicated, the Bank had no material
restructured loans within the meaning of SFAS No. 15 and no real estate owned.
In addition, as of the dates indicated, the Bank had no accruing loans that were
delinquent more than 90 days.  All loans over 90 days past due are classified as
non-accrual.

<TABLE>
<CAPTION>
                                                                            At June 30,
                                                               -----------------------------------
                                                                1999           1998          1997
                                                               ------         ------        ------
                                                                      (In thousands)
<S>                                                            <C>            <C>           <C>
Non-accruing loans:
   One- to four-family....................................      $ 107          $ 203         $  57
   Nonresidential real estate.............................        186            141           146
   Consumer...............................................         38             10            21
   Home Improvement-FHA...................................         25            141             -
                                                               ------        -------       -------
      Total...............................................      $ 356          $ 495         $ 224
                                                               ======         ======        ======
Total non-accruing loans as a percentage to total assets..        .51%           .65%          .37%
                                                               ======         ======        ======
</TABLE>

For the year ended June 30, 1999, gross interest income which would have been
recorded had the non-accruing loans been current in accordance with their
original terms amounted to $31,019.  The amount

                                       10
<PAGE>

that was included in interest income on such loans was $20,550 for the year
ended June 30, 1999.

Classified Assets.   Federal regulations provide for the classification of loans
and other assets, such as debt and equity securities, considered by the OCC 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 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.

When an insured institution classifies problem assets as either substandard or
doubtful, it may establish general allowances for losses in an amount deemed
prudent by management.  General allowances represent loss allowances which have
been established to recognize the inherent risk associated with lending
activities, but which, unlike specific allowances, have not been allocated to
particular problem assets.  When an insured institution classifies problem
assets as "loss," it is required either to establish a specific allowance for
losses equal to 100% of that portion 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
regulatory authorities, who may order the establishment of additional general or
specific loss allowances.

In connection with the filing of its periodic reports with the OCC and in
accordance with its classification of assets policy, the Bank reviews loans in
its portfolio quarterly to determine whether such assets require classification
in accordance with applicable regulations.

On the basis of management's review of its assets, at June 30, 1999, the Bank
had classified a total of $288,000 of its loans and other assets as follows:

<TABLE>
<CAPTION>
                                                  At June 30,
                                        --------------------------------
                                                 (In Thousands)

                                         1999          1998         1997
                                        -----         -----        -----
          <S>                           <C>           <C>          <C>
          Special Mention..........     $   -         $   -        $   -
          Substandard..............       288           223          210
          Doubtful.................         -             1           16
          Loss.....................         -             4            2
                                        -----         -----        -----
             Total.................     $ 288         $ 228        $ 228
                                        =====         =====        =====
          General loss allowance...     $ 398        $ 324         $ 285
          Specific loss allowance..     $   -        $   -         $   -
                                        =====        =====         =====
          Charge-offs..............     $ 144        $  65         $   3
                                        =====        =====         =====
</TABLE>

Other Loans of Concern. In addition to the non-performing loans set forth in the
tables above, as of June 30, 1999, there were no loans classified by the Bank
with respect to which known information about the

                                       11
<PAGE>

possible credit problems of the borrowers or the cash flows of the security
properties have caused management to have some doubts as to the ability of the
borrowers to comply with present loan repayment terms and which may result in
the future inclusion of such items in the non-performing asset categories.

Allowance for Loan Losses.  The allowance for loan losses is established through
a provision for loan losses based on management's evaluation of the risk
inherent in its loan portfolio and changes in nature and volume of its loan
activity, including those loans which are being specifically monitored by
management.  Such evaluation, which includes a review of loans for which full
collectibility may not be reasonably assured, considers among other matters, the
loan classifications discussed above, the estimated fair value of the underlying
collateral, economic conditions, historical loan loss experience, the amount of
loans outstanding and other factors that warrant recognition in providing for an
adequate loan loss allowance.

Real estate properties acquired through foreclosure are recorded at the lower of
cost or fair value minus estimated cost to sell.  If fair value at the date of
foreclosure is lower than the balance of the related loan, the difference will
be charged-off to the allowance for loan losses at the time of transfer.
Valuations are periodically updated by management and if the value declines, a
specific provision for losses on such property is established by a charge to
operations.  At June 30, 1999, the Bank had no properties that were acquired
through foreclosure.

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 Bank's allowance for loan losses will be
the result of periodic loan, property and collateral reviews and thus cannot be
predicted in advance.  In addition, federal regulatory agencies, as an integral
part of the examination process, periodically review the Bank's allowance for
loan losses.  Such agencies may require the Bank to increase the allowance based
upon their judgment of the information available to them at the time of their
examination.  At June 30, 1999, the bank had a total allowance for loan losses
of $398,000, representing 111.8% of total non-performing loans and 1.17% of the
Bank's loans receivable, net.

During the fiscal years ending June 30, 1996 and 1997, the Bank purchased $1.4
million of FHA Title 1 Home loans from three separate servicers.  As of June 30,
1999, the current book value is $593,000, reflecting charge offs of seven loans
totaling $140,000, scheduled repayments and prepayments of principal.  During
fiscal year 1999, the Bank was notified by one of the servicers that FHA
reserves established to cover uncollectible loans may be inadequate.  Close
evaluation of the loans by management during fiscal year 1999 resulted in an
increase of the provision for loan losses in the amount of $233,000.  Prior to
June 30, 1999, the Bank entered into an agreement to sell the portion of the
loans with inadequate FHA reserves, and subsequent to June 30, 1999, consummated
the sale.  The loans were sold for more than their carrying value resulting in a
reduction to the provision for loan losses in the amount of $51,000, effective
as of June 30, 1999.  Management believes the remaining allowance for loan
losses is adequate to cover the current balance of FHA Title 1 Home loans.

                                       12
<PAGE>

The following table sets forth the allocation for loan losses by category at the
dates indicated:

<TABLE>
<CAPTION>


                                                                          At June 30,
                                 ------------------------------------------------------------------------------------------------
                                               1999                            1998                            1997
                                 -------------------------------   ------------------------------   -----------------------------
                                                        Percent                          Percent                          Percent
                                                        of Loans                         of Loans                         of Loans
                                              Loan      in Each                Loan      in Each                 Loan     in Each
                                 Amount of   Amounts    Category   Amount of  Amounts    Category   Amount of   Amounts   Category
                                 Loan Loss     by       to Total   Loan Loss    by       to Total   Loan Loss      by     to total
                                 Allowance   Category    Loans     Allowance  Category    Loans     Allowance   Category   Loans
                                 --------    --------   --------   ---------  --------   --------   ---------   --------  --------
                                                                      (Dollars in Thousands)
<S>                              <C>         <C>        <C>        <C>         <C>       <C>        <C>         <C>       <C>
One- to four-family............      $274     $25,465      73.73%       $271   $25,633      72.04%       $236    $23,386     77.35%
Multifamily (5 or more)........         -         522       1.51           -       589       1.65           -          -         -
Home improvement-FHA...........        70         593       1.72           -       936       2.63           -      1,202      3.98
Commercial real estate.........         -       1,650       4.78           -     1,828       5.14           -        471      1.56
Non-residential real estate ...        14       2,333       6.76          14     2,237       6.29          15      1,729      5.72
Consumer and other.............        40       3,974      11.50          39     4,359      12.25          34      3,445     11.39
                                 --------    --------   --------   ---------  --------   --------   ---------   --------  --------
 Total.........................      $398     $34,537     100.00%       $324   $35,582     100.00%       $285    $30,233    100.00%
                                 ========    ========   ========   =========  ========   ========   =========   ========  ========
</TABLE>

The following table sets forth information with respect to the Bank's allowance
for loan losses for the periods indicated.

<TABLE>
<CAPTION>
                                                                As of June 30,
                                                    -------------------------------------
                                                      1999           1998           1997
                                                    -------        -------        -------
                                                            (Dollars in Thousands)
<S>                                                 <C>            <C>            <C>
Balance at beginning of period                      $   324        $   285        $   283
                                                    -------        -------        -------
Charge-offs:
 Home improvement-FHA..........................        (140)             -              -
 Consumer and other............................          (4)           (65)            (3)
Recoveries:....................................
 Consumer and other............................           6             13              5
                                                    -------        -------        -------
Net charge-offs................................        (138)           (52)             2
Additions charged to operations................         212             91              -
                                                    -------        -------        -------
Balance at end of period.......................     $   398        $   324        $   285
                                                    =======        =======        =======
Ratio of net charge-offs during the period to
 average loans outstanding during the period...         .39%           .15%          (.01%
                                                    =======        =======        =======
Ratio of net charge-offs during the period to
 average non-performing assets.................      (40.83%)       (18.34%)        (1.13%
                                                    =======        =======        =======
</TABLE>

                                       13
<PAGE>

Investment Activities

General.  National Banks have the authority to invest in types of assets
including U.S. Treasury obligations, securities of various federal agencies,
certain certificates of deposits of insured banks and savings institutions,
certain bankers' acceptances, repurchase agreements and federal funds.  Subject
to various restrictions, national banks may also invest their assets in
commercial paper, investment grade corporate debt securities and mutual funds
whose assets conform to the investments that a national bank is otherwise
authorized to make directly.

The investment policy of the Bank, as established by the Board of Directors, is
to invest funds among various categories of investments and maturities based
upon the Bank's liquidity needs, asset/liability management policies, investment
quality, marketability and performance objectives.

Mortgage-backed Securities.  The Bank purchases mortgage-backed securities
primarily to supplement its lending activities, to generate positive interest
rate spreads on large principal balances with minimal administrative expense, to
lower the credit risk of the Bank as a result of the guarantees provided by
Freddie Mac, Fannie Mae and GNMA and to generally assist in managing the
interest rate risk of the Bank.  The Bank has invested primarily in federal
agency securities, principally Freddie Mac, Fannie Mae, and GNMA obligations.
In addition, the Bank invests in collateralized mortgage obligations ("CMOs")
and participations in Small Business Administration pools.  Included in the
Bank's mortgage-backed securities portfolio are real estate mortgage investment
conduits which mature in 2007 through 2028 and have adjusting interest rates
based on a variety of interest rate indices.  At June 30, 1999, the Bank's
investment in mortgage-backed securities totaled $21.1 million, or 30.1% of its
total assets. At June 30, 1999, all of the Bank's mortgage-backed securities
were classified as available-for-sale. The portfolio had coupon rates ranging
from 5.49% to 8.72% and had a weighted average rate of 6.42% at June 30, 1999.

The estimated fair value of the Bank's mortgage-backed securities available for
sale at June 30, 1999, was $21.1 million.

The Freddie Mac, Fannie Mae and GNMA certificates are modified pass-through
mortgage-backed securities that represent undivided interests in underlying
pools of fixed-rate, or certain types of adjustable-rate, single-family
residential mortgages issued by these government-sponsored entities. As a
result, the interest rate risk characteristics of the underlying pool of
mortgages, i.e., fixed rate or adjustable rate, as well as prepayment risk, are
passed on to the certificate holder.  Freddie Mac provides the certificate
holder a guarantee of timely payments of interest and ultimate collection of
principal, whether or not they have been collected.   GNMA's guarantee to the
holder of timely payments of principal and interest is backed by the full faith
and credit of the United States Government. Fannie Mae is a private corporation
chartered by Congress which guarantees the timely payment of principal and
interest on Fannie Mae securities, which are indirect obligations of the United
States Government.  At June 30, 1999, $6.4  million of the Bank's CMOs and
REMICs were guaranteed by Fannie Mae or Freddie Mac, and the remaining $2.1
million of CMOs and REMICs were guaranteed by private mortgage insurance
companies.

Collateralized mortgage obligations include real estate mortgage investment
conduits, and are securities created by segregating or partitioning cash flows
from mortgage pass-through securities or from pools of mortgage loans.  CMOs
provide a broad range of mortgage investment vehicles by tailoring cash flows
from mortgages to meet the varied risk and return preferences of investors.
CMOs are typically issued by a special purpose entity that may be organized in a
variety of legal forms, such as a trust, a corporation or a partnership.  REMICs
may be sponsored by private issuers, such as mortgage bankers or money center
banks, or by U.S. Government agencies and government-sponsored entities.  At
June 30, 1999, the Bank's portfolio of REMICs included an investment in the
Huntington Residential Mortgage Trust, which consists of a pool of fixed-rate
mortgage loans.  At June 30, 1999, the aggregate book value and aggregate market
value of the Bank's investment in this security was $215,303.  CMOs are
collateralized by mortgage loans

                                       14
<PAGE>

or mortgage-backed securities that are transferred to the CMO trust or pool by a
sponsor. The issue is structured so that collections from underlying collateral
provide a cash flow to make principal and interest payment on the obligation, or
"tranches," of the issuer. The Bank's investment in CMOs is in the fixed rate
classes with scheduled repayments and weighted average lives ranging up to five
years at the time of purchase, and in the floating rate classes which reset
monthly based on the applicable index.

Mortgage-backed securities generally yield less than the loans that underlie
such securities because of the cost of payment guarantees and credit
enhancements.  In addition, mortgage-backed securities are usually more liquid
than individual mortgage loans and may be used to collateralize certain
liabilities and obligations of the Bank.  These types of securities also permit
the Bank to optimize its regulatory capital because they have low risk
weighting.

OCC Banking Circular 228 requires that institutions classify mortgage derivative
products acquired, including REMICs and certain tranches of CMOS, as "high-risk
mortgage derivatives: if such products exhibit greater price volatility than a
bench mark fixed-rate 30-year mortgage-backed pass-through security.
Institutions may only hold high-risk mortgage securities to reduce interest-rate
risk in accordance with safe and sound practices and must also not have any
securities that would be identified under OCC Banking Circular 228 as "high-risk
mortgage securities."  The Bank also evaluates its mortgage-backed securities
portfolio annually for compliance with applicable regulatory requirements,
including testing for identification of high risk investments pursuant to
Federal Financial Institutions Examination Council standards.

Of the Bank's $21.1 million mortgage-backed securities portfolio at June 30,
1999, substantially all had contractual maturities over six years.  The actual
maturity of a mortgage-backed security may be less than its stated maturity due
to prepayments of the underlying mortgages.  Prepayments that are faster than
anticipated may shorten the life of the security and may result in a loss of any
premiums paid and thereby reduce the net yield on such securities.  Although
prepayments of underlying mortgages depend on many factors, including the type
of mortgages, the coupon rate, the age of mortgages, the geographical location
of the underlying real estate collateralizing the mortgages and general levels
of market interest rates, the difference between the interest rates on the
underlying mortgages and  the prevailing mortgage interest rates generally are
the most significant determinant of the rate of prepayments.  During periods of
declining mortgage interest rates, if the coupon rate of the underlying
mortgages exceeds the prevailing market interest rates offered for mortgage
loans, refinancing generally increases and accelerates the prepayment of the
underlying mortgages and the related security.  Under such circumstances, the
Bank may be subject to reinvestment risk because, to the extent that the Bank's
mortgage-backed securities amortize or prepay faster than anticipated, the Bank
may not be able to reinvest the proceeds of such repayments and prepayments at a
comparable rate. In contrast to mortgage-backed securities in which cash flow is
received (and hence, prepayment risk is shared) prorata by all securities
holders, the cash flow from the mortgages or mortgage-backed securities
underlying REMICs are segmented and paid in accordance with a predetermined
priority to investors holding various tranches of such securities or
obligations.  A particular tranche of REMICs may therefore carry prepayment risk
that differs from that of both the underlying collateral and other tranches.

The Bank also invests in SBA-guaranteed loan participation certificates, which
represent participations in a pool of SBA loans.  Such certificates are
purchased by the Bank from brokers which purchase the individual loans directly
from the originators and pool such loans for sale to investors.  The Small
Business Administration is authorized by the Small Business Act to guarantee a
certain percentage of the loan amount made by financial institutions to
qualifying small businesses.  Only the guaranteed portion of the loan is sold
into the secondary market as a loan or pooled security.  Accordingly, the
certificates purchased by the Bank are 100% guaranteed by the full faith and
credit of the United States Government.

Loans in a pool must be fully disbursed and current when the pool is formed and
the minimum aggregate principal balance of the guaranteed portion outstanding at
the time of certificate issuance is $1.0 million.  At least four guaranteed
portions are in each pool and no individual loan may constitute more than 25%

                                       15
<PAGE>

of the pool. The pools are closed end with no substitutions of guaranteed
portions that prepay or default.

The guaranteed portion of a given pool must be all fixed or all variable rate.
The certificates purchased by the Bank generally are adjustable rate and adjust
at a specified discount to the prime rate.  While the SBA guarantee eliminates
credit risk, the Bank is subject to the risk that certificates will prepay.
Certificates are available with interim and/or lifetime interest rate caps.  In
exchange for accepting the cap, the prices of the certificates to the Bank are
lower.  Prepayments on capped pools are generally expected to be less than
uncapped pools because lenders generally offer interest rate caps only to their
most credit-worthy customers.

                                       16
<PAGE>

Set forth below is a table showing the Bank's purchases, sales and repayments of
mortgage-backed securities and mortgage related securities for the periods
indicated.

<TABLE>
<CAPTION>
                                                                   Years Ended June 30,
                                                          --------------------------------------
                                                           1999            1998            1997
                                                          ------          ------          ------
                                                                      (In thousands)
<S>                                                      <C>          <C>                 <C>
Purchases:
---------
 Adjustable-rate mortgage-backed securities (1)..        $ 2,785         $ 6,985          $  726
 Mortgage related securities:
  CMO/REMIC-adjustable-rate......................            250           9,025           2,367
  CMO/REMIC-fixed rate...........................          2,900
  SBA pools-adjustable-rate......................              -           2,191           3,166
  SBA pools-fixed-rate...........................              -               -               -
                                                         -------         -------          ------
    Total purchases..............................          5,935          18,201           6,259

Sales:
-----
Adjustable-rate mortgage-backed securities (1)...            802             489           1,336
Mortgage related securities:
   CMO/REMIC-adjustable-rate.....................            442             970             500
   SBA pools-adjustable-rate.....................            500               -               -
                                                         -------         -------          ------
      Total sales................................          1,744           1,459           1,836

Principal Repayments:
--------------------
 Adjustable-rate mortgage-backed securities (1)..          5,112           2,152           1,428
 Mortgage related securities:
   CMO/REMIC-adjustable-rate.....................          4,018           1,949             282
   CMO/REMIC-fixed-rate..........................            283               -               7
   SBA pools-adjustable-rate.....................          2,649           1,692           1,104
   SBA pools-fixed-rate..........................            140             168             180
                                                         -------         -------          ------
     Total principal repayments..................         12,202           5,961           3,001

Increase (decrease) in other items, net..........           (350)            212             108
 Net increase (decrease).........................        $(8,361)        $10,993          $1,530
                                                         =======         =======          ======
</TABLE>

__________________
(1)   Consists of pass-through securities.

                                       17
<PAGE>

The following table sets forth the composition of the Bank's mortgage-backed
securities portfolio at the date indicated.

<TABLE>
<CAPTION>
                                                           At June 30,
                                 ----------------------------------------------------------
                                       1999                 1998                 1997
                                 ----------------     ----------------     ----------------
                                  Book     % of        Book     % of        Book     % of
                                  Value    Total       Value    Total       Value    Total
                                 -------  -------     -------  -------     -------  -------
                                                    (Dollars in Thousands)
<S>                              <C>      <C>      <C>      <C>      <C>      <C>
Mortgage-backed securities
 held-to-maturity:
 GNMA.......................     $     -       -%     $     -       -%     $     -       -%
 Fannie Mae.................                   -            -       -            -
   Freddie Mac..............           -       -            -       -            -       -
 CMOs/REMICs................           -       -            -       -            -       -

Mortgage-backed securities
 available for sale:
 GNMA.......................       3,027   14.32%       2,842    9.64%       1,220    6.59%
 Fannie Mae.................       2,869   13.58        5,626   19.08        3,183   17.20
 Freddie Mac................       1,151    5.45        1,756    5.95        1,520    8.22
 CMOs/REMICs................       8,492   40.18       10,733   36.39        4,596   24.84
 SBA pools..................       5,370   25.41        8,282   28.08        7,786   42.09
                                 -------  ------      -------  ------      -------  ------
                                  20,909   98.94%      29,239   99.14%      18,305   98.94%

Unamortized premium
 (discounts), net...........         225    1.06          256     .86          196    1.06
                                 -------  ------      -------  ------      -------  ------
  Total                          $21,134  100.00%     $29,495  100.00%     $18,501  100.00%
                                 =======  ======      =======  ======      =======  ======
</TABLE>

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

Other Investments.  At June 30, 1999, the Bank's investment securities other
than mortgage-backed securities consisted of federal agency obligations,
municipal bonds, FHLB stock and other FHLB interest-earning assets, FRB stock,
Fannie Mae & Freddie Mac Preferred Stock, ABN AMRO Capital Trust II stock and
interest-earning deposits with other financial institutions.  In addition, in
recent years, the Bank has also invested in certain mutual funds whose assets
conform to the investments that a national bank is otherwise authorized to make
directly.  The Bank's investments in mutual funds includes an investment in the
Federated United States Government Securities Fund.  As of June 30, 1999, the
aggregate book value and aggregate market value of the Bank's investment in this
mutual fund was $399,300.

OCC regulations restrict investments in corporate debt and equity securities by
the Bank.  These restrictions include prohibitions against investments in the
debt securities of any one issuer in excess of 10% of the Bank's unimpaired
capital and surplus.  At June 30, 1999, the Bank was in compliance with this
regulation.

                                       18
<PAGE>

The following table sets forth the composition of the Company's investment
securities, net of premiums and discounts, at the dates indicated.

<TABLE>
<CAPTION>
                                                                         At June 30,
                                                ---------------------------------------------------------
                                                       1999                1998               1997
                                                -----------------     ---------------     ---------------
                                                  Book     % of        Book    % of        Book    % of
                                                 Value     Total      Value    Total      Value    Total
                                                --------  -------     ------  -------     ------  -------
                                                                  (Dollars in Thousands)
<S>                                             <C>       <C>         <C>     <C>         <C>     <C>
Investment securities held to maturity:
 Federal agency obligations................     $     -        -%     $    -       -%     $  496    6.31%
 Municipal Bonds...........................          30      .25         245    3.61         215    2.73
 Bankers Acceptances.......................           -        -           -       -         998   12.69
 US Treasury Notes.........................           -        -           -       -         500    6.36
                                                -------   ------      ------  ------      ------  ------
     Subtotal..............................          30      .25         245    3.61       2,209   28.09
Investment securities available for sale:..
Municipal Bonds............................         606     5.09           -       -           -       -
Freddie Mac Zero Coupon Bond...............         296     2.49         573    8.43          93    1.18
Federal agency obligations.................       3,443    28.92         599    8.82       1,575   20.02
Corporate Bonds............................       1,098     9.22           -       -           -       -
                                                -------   ------      ------  ------      ------  ------
     Subtotal..............................       5,473    45.97       1,417   20.86       3,877   49.29
Equity securities:
 Common stock..............................         468     3.93           -       -           -       -
 FHLB stock................................       1,687    14.17       1,554   22.87         814   10.35
 FRB stock.................................          84      .71          83    1.22          83    1.06
 Mutual funds..............................       1,551    13.03       1,491   21.95       1,395   17.72
 Fannie Mae preferred stock................       1,034     8.69       1,045   15.38       1,034   13.15
 Freddie Mac preferred stock...............       1,166     9.79         689   10.14         663    8.43
 ABN AMRO Cap Trust stock..................         470     3.95
 Merrill Lynch Preferred stock.............           -        -         515    7.58           -       -
 Unamortized premium
 (discounts), net..........................         (28)    (.24)          -       -           -       -
                                                -------   ------      ------  ------      ------  ------
   Total debt and equity securities........     $11,905   100.00%     $6,794  100.00%     $7,866  100.00%
Average remaining life of
 debt securities...........................        10.17 YEARS           9.92 YEARS          3.74 YEARS

Other interest-earning assets:
 Interest-earning deposits.................     $ 1,325   100.00%     $2,995  100.00%     $2,422  100.00%
 Certificates of deposit...................           -        -           -       -           -       -
                                                -------   ------      ------              ------  ------
    Total..................................     $ 1,325   100.00%     $2,995  100.00%     $2,422  100.00%
                                                =======   ======      ======  ======      ======  ======
</TABLE>

Investment Portfolio Maturities.  The following table sets forth the scheduled
maturities, carrying values, market values and average yields for the Company's
debt  securities  at June 30, 1999.

<TABLE>
<CAPTION>
                                                    At June 30, 1999
                                  -------------------------------------------------
                                  Less than      1 to 5      5 to 10        Over
                                    1 Year        Years       Years       10 Years      Total Investment Securities
                                   -------       -------     -------      ---------     ---------------------------
                                    Book          Book        Book          Book            Book            Market
                                    Value         Value       Value         Value           Value           Value
                                   -------       -------      ------      ---------       --------         --------
                                                               (Dollars in Thousands)
<S>                               <C>            <C>          <C>         <C>              <C>             <C>
Municipal securities.........       $    -        $    -      $  235        $   401        $   636          $   636
Federal agency obligations...                      2,224       1,219              -          3,443            3,443
Mortgage-backed securities...            -             -       1,906         19,228         21,134           21,134
Banker's acceptance..........            -           352           -            746          1,098            1,098
FHLB zero coupon bond........            -             -           -            296            296              296
                                    ------        ------      ------        -------        -------          -------
Total investment securities..       $    -        $2,576      $3,360        $20,671        $26,607          $26,606
                                    ======        ======      ======        =======        =======          =======
Weighted average yield.......            -%         6.14%       6.11%          6.25%          6.22%            6.22%
</TABLE>

                                       19
<PAGE>

Sources of Funds

General.  The Bank's primary sources of funds are deposits, receipt of principal
and interest on loans and securities, FHLB advances, and other funds provided
from operations.

FHLB advances are used to support lending activities and to assist in the Bank's
asset/liability management strategy.  Typically, the Bank does not use other
forms of borrowings.  At June 30, 1999, the Bank had $26.7 million in FHLB
advances.

Deposits.  Investors Federal offers a variety of deposit accounts having a wide
range of interest rates and terms.  The Bank's deposits consist of passbook,
demand, NOW, money market deposit and certificate accounts.  The certificate
accounts currently range in terms from 91 days to eight years.

The Bank relies primarily on advertising, competitive pricing policies and
customer service to attract and retain these deposits.  Currently, Investors
Federal solicits deposits from its market area only, and does not use brokers to
obtain deposits.  The flow of deposits is influenced significantly by general
economic conditions, changes in money market and prevailing interest rates and
competition.

The Bank has become more susceptible to short-term fluctuations in deposit flows
as customers have become more interest-rate conscious.  The Bank endeavors to
manage the pricing of its deposits in keeping with its profitability objectives
giving consideration to its asset/liability management. Notwithstanding the
foregoing, a significant percentage of the Bank's deposits are for terms of less
than one year.  At June 30, 1999, $15.1 million, or 69.6% of the Bank's
certificates of deposit were in certificates of deposit with terms of 12 months
or less.  The Bank believes that upon maturity most of these deposits will
remain at the Bank.  The ability of the Bank to attract and maintain savings
accounts and certificates of deposit, and the rates paid on these deposits, has
been and will continue to be significantly affected by market conditions.

Savings Portfolio

The following table sets forth the dollar amount of savings deposits with
various types of deposit programs offered by the Bank at the periods indicated.

<TABLE>
<CAPTION>
                                                                      At June 30,
                                                ------------------------------------------------------
                                                       1999              1998              1997
                                                ----------------   ----------------   ----------------
                                                Amount   Percent   Amount   Percent   Amount   Percent
                                                -------  -------   -------  -------   -------  -------
                                                                (Dollars in Thousands)
<S>                                             <C>      <C>       <C>      <C>       <C>      <C>
Transaction Accounts and Savings Deposits:
-----------------------------------------

Savings deposits............................    $ 2,684     7.55%  $ 2,572     7.28%  $ 2,526     7.21
Demand and NOW deposits.....................      4,269    11.97     4,295    12.16     4,165    11.89
Money market deposit accounts...............      6,879    19.31     6,830    19.33     6,982    19.92
                                                -------   ------   -------   ------   -------   ------

Total non-certificate accounts..............     13,832    38.83    13,697    38.77    13,673    39.02
                                                -------   ------   -------   ------   -------   ------

Certificates:
------------

0.00 - 3.99%................................         64      .18         -        -         8      .02
4.00 - 5.99%................................     19,513    54.79    18,558    52.52    17,252    49.23
6.00 - 7.99%................................      2,130     5.98     2,966     8.39     4,014    11.45
8.00 - 9.99%................................          -        -        34      .10        33      .10
                                                -------            -------   ------   -------   ------
Total certificates..........................     21,707    60.95    21,558    61.01    21,307    60.80
                                                -------   ------   -------   ------   -------   ------
Accrued interest............................         80      .22        79      .22        64      .18
                                                -------   ------   -------   ------   -------   ------
Total deposits..............................    $35,619   100.00%  $35,334   100.00%  $35,044   100.00%
                                                =======   ======   =======   ======   =======   ======
</TABLE>

                                       20
<PAGE>

The following table sets forth the deposit activities of the Bank for the
periods indicated:

<TABLE>
<CAPTION>
                                    Years Ended June 30,
                                 --------------------------
                                 1999       1998       1997
                                 ----       ----       ----
                                       (In thousands)
<S>                            <C>        <C>        <C>
Opening balance..............  $ 35,255   $ 34,980   $ 35,495
Deposits.....................    80,912     76,064     81,054
Withdrawals..................   (81,742)   (76,937)   (82,781)
Interest Credited............     1,114      1,148      1,212
                               --------   --------   --------

Ending balance...............  $ 35,539   $ 35,255   $ 34,980
                               ========   ========   ========

Net increase (decrease)......  $    284   $    275   $   (515)
                               ========   ========   ========

Percent increase (decrease)..       .81%       .79%    (1.45)%
                               ========   ========   ========
</TABLE>

Time Deposit Maturity Schedule

The following table shows weighted average rate and maturity information for the
Bank's certificates of deposit as of June 30, 1999.

<TABLE>
<CAPTION>
                                                       Weighted
          Certificate accounts maturing in     Total    Average   Percent of
          --------------------------------
          quarter ending:                     Balance    Rate        Total
          --------------                      -------  ---------  -----------
                                              (Dollars in Thousands)
          <S>                                 <C>      <C>        <C>

          September 30, 1999..............    $ 5,178      5.06%       23.88%
          December 31, 1999...............      4,531      5.02        20.87
          March 31, 2000..................      2,753      5.40        12.68
          June 30, 2000...................      2,652      5.43        12.21
          September 30, 2000..............      1,110      5.42         5.11
          December 31, 2000...............      1,197      5.54         5.51
          March 31, 2001..................        768      5.66         3.54
          June 30, 2001...................        928      5.38         4.27
          September 30, 2001..............        475      5.16         2.19
          December 31, 2001...............        287      5.00         1.32
          March 31, 2002..................        259      5.42         1.19
          June 30, 2002...................        435      5.47         2.00
          Thereafter......................      1,134      5.43         5.23
                                              -------                 ------
             Total.................           $21,707      5.25       100.00%
                                              =======                 ======
</TABLE>

                                       21
<PAGE>

The following table indicates the amount of the Bank's certificates of deposit
and other deposits by time remaining until maturity as of June 30, 1999.

<TABLE>
<CAPTION>
                                                            Maturity
                                    --------------------------------------------------
                                    3 Months    Over 3 to 6    Over 6 to 12    Over 12
                                    or less       Months          Months       Months       Total
                                    --------    -----------    ------------    -------     -------
                                                     (Dollars in Thousands)
<S>                                 <C>         <C>            <C>             <C>         <C>
Certificates of deposit less
 than $100,000..................      $4,397         $4,142          $4,791     $5,887     $19,217
Certificates of deposit of
 $100,000 or more...............       1,264            216             363        418       2,261
Public Funds (1)................          76             81              50         22         229
                                      ------         ------          ------     ------     -------
 Total certificates of deposit..      $5,737         $4,439          $5,204     $6,328     $21,708
                                      ======         ======          ======     ======     =======
</TABLE>

--------------------
(1)  Deposits from governmental and other public entities.

Borrowings.  Investors Federal's borrowings historically have consisted of
advances from the FHLB of Des Moines.  Such advances may be made pursuant to
different credit programs, each of which has its own interest rate and range of
maturities.  Federal law limits an institution's borrowings from the FHLB to 20
times the amount paid for capital stock in the FHLB, subject to regulatory
collateral requirements.  At June 30, 1999, the Bank had $26.7 million in
advances from the FHLB with maturities from July 1999 to May 2014, which
included a Fed Funds  line of credit from the FHLB of  $3.5 million. The line of
credit's interest rate is based upon the FHLB's average Fed Funds rate plus 20
basis points, and adjusts daily.  As of June 30, 1999, the interest rate on the
line of credit was 5.86%.  The Bank has the ability to purchase additional
capital stock from the FHLB.

For the years ended June 30, 1999, 1998, and 1997, the Bank had maximum balances
of FHLB advances of $33.7 million, $31.1 million, and $16.3  million,
respectively.  The average balances of such advances for such periods were $29.7
million, $22.2 million, and $12.8 million for the years ended June 30, 1999,
1998, and 1997, respectively.  For such periods, the Bank did not have any other
borrowings or any securities sold under agreements to repurchase.  At June 30,
1999, 1998, and 1997, the Bank's balance of FHLB advances was $26.7 million,
$31.1 million, and $16.3 million, respectively, and the weighted average
interest rate of such advances was 5.56%, 5.86%, and 6.25%, respectively.

Employees

At June 30, 1999, the Bank had 14 full-time and 8 part-time employees.  The
Bank's employees are not represented by any collective bargaining group.
Management considers its employee relations to be good.

Service Corporation Activities

The Bank is able to invest unlimited amounts in subsidiaries that are engaged in
activities in which the parent bank may engage.  In addition, a national bank
may invest limited  amounts in subsidiaries that provide banking services, such
as data processing, to other financial institutions.  At June 30, 1999,
Investors Federal had one subsidiary, Investors Federal Service Corporation, a
Missouri corporation, which was established in June 1992 for the primary purpose
of offering credit life, health and accident insurance to its customers.  The
Bank is now offering such products directly and the subsidiary is largely
inactive.

                                       22
<PAGE>

                                  REGULATION


General

Investors Federal is a national bank and its deposits are federally insured 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 Bank is a member of the FHLB of Des Moines and the Federal
Reserve System.   As the bank holding company of the Bank, the Holding Company
also is subject to federal regulation and oversight.  The purpose of the
regulation of the Holding Company and other holding companies is to protect
subsidiary national banks.  The Bank is a member of the SAIF. The deposits of
the Bank are insured by the SAIF of the FDIC.  As a result, the FDIC has certain
regulatory and examination authority over the Bank.

The Bank is subject to supervision, examination and regulation by the OCC and to
OCC regulations governing such matters as capital standards, mergers,
establishment of branch offices, subsidiary investments and activities and
general investment authority, and it is  subject to the FDIC's authority to
conduct special examinations.  The Bank is required to file reports with the OCC
concerning its activities and financial condition and will be required to obtain
regulatory approvals prior to entering into certain transactions, including
mergers with, or acquisitions of, other depository institutions.

The OCC, as well as the other federal banking agencies, has adopted guidelines
establishing safety and soundness standards on such matters as loan underwriting
and documentation, 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. The OCC and the other federal banking agencies have
also proposed additional guidelines on quilty and earnings standards. No
assurance can be given as to whether or in what form the proposed regulations
will be adopted.

Insurance of Accounts and Regulation by the FDIC

Investors Federal is a member of the SAIF, which is administered by the FDIC.
Deposits are insured up to applicable limits by the FDIC and such insurance is
backed by the full faith and credit of the U.S. Government.  As insurer, the
FDIC imposes deposit insurance premiums and is authorized to conduct
examinations of and to require reporting by FDIC-insured institutions.  It also
may prohibit any FDIC-insured institution from engaging in any activity the FDIC
determines by regulation or order to pose a serious risk to the FDIC.  The FDIC
also has the authority to initiate enforcement actions against banks, after
giving the OCC an opportunity to take such action, and may terminate the deposit
insurance if it determines that the institution has engaged or is engaging in
unsafe or unsound practices, or is in an unsafe or unsound condition.

The FDIC's deposit insurance premiums are assessed through a risk-based system
under which all insured depository institutions are placed into one of nine
categories and assessed insurance premiums, ranging from 0% to .27% of deposits,
based upon their level of capital and supervisory evaluation.  Under the system,
institutions classified as well capitalized (i.e., a core capital ratio of at
least 5%, a ratio of core capital to risk-weighted assets of at least 6% and a
risk-based capital ratio of at least 10%) and considered healthy would pay the
lowest premium while institutions that are less than adequately capitalized
(i.e., a core capital or core capital to risk-based capital ratios of less than
4% or a risk-based capital ratio of less than 8%) and considered of substantial
supervisory concern would pay the highest premium.  Risk classification of all
insured institutions will be made by the FDIC for each semiannual assessment
period.

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

                                       23
<PAGE>

In September 1997, Congress enacted legislation to recapitalize the SAIF by a
one-time assessment on SAIF-insured deposits held as of March 31, 1996.  The
assessment was 65.7 basis points per $100 in deposits, payable on November 30,
1996.  For the Bank, the assessment amounted to $226,000, based on the Bank's
deposits held as of March 31, 1995.  In addition, beginning January 1, 1999,
pursuant to the legislation, interest payments on FICO bonds issued in the late
1980's by the Financing Corporation to recapitalize the now defunct Federal
Savings and Loan Insurance Corporation will be paid jointly by BIF-insured
institutions and SAIF-insured institutions.  The FICA assessment is 1.29 basis
points per $100 in BIF deposits and 6.44 basis points per $100 in SAIF deposits.
Beginning January 1, 2000, the FICO interest payments will be paid pro-rata by
banks and thrifts based on deposits (approximately 2.4 basis points per $100 in
deposits).

The legislation further provides that the BIF and SAIF will merge on January 1,
1999 if there are no more savings associations as of that date.  Several bills
have been introduced in the current Congress that would eliminate the federal
thrift charter and OTS.  The bills would require that all federal savings
associations convert to national banks or state depository institutions by no
later than January 1, 1999 in one bill and June 30, 1999 in the other and would
treat all state savings associations as state banks for purposes of federal
banking laws.  Subject to a narrow grandfathering, all savings and loan holding
companies would become subject to the same regulation as bank holding companies
under the pending legislative proposals.  Under such proposals, any lawful
activity in which a savings association participates would be permitted for up
to two years following the effective date of its conversion to the new charter,
with two additional one-year extensions which may be granted as the discretion
of the regulator.  The legislative proposals would also abolish the OTS and
transfer its functions to the federal bank regulators with respect to the
institutions and to the Federal Reserve Board with respect to the regulation of
holding companies.  The Bank is unable to predict whether the legislation will
be enacted or, given such uncertainty, determine the extent to which the
legislation, if enacted, would affect its business.  The Bank is also unable to
predict whether the SAIF and BIF funds will eventually be merged.

While the legislation has reduced the disparity between premiums paid on BIF
deposits and SAIF deposits, and has relieved the thrift industry of a portion of
the contingent liability represented by the FICO bonds, the premium disparity
between SAIF-insured institutions, such as the Bank, and BIF-insured
institutions will continue until at least January 1, 1999.

Regulatory Capital Requirement

The Bank is subject to the capital regulations of the OCC.  The OCC's
regulations establish two capital standards for national banks: a leverage
requirement and a risk-based capital requirement.  In addition, the OCC may, on
a case-by-case basis, establish individual minimum capital requirements for a
national bank that vary from the requirements which would otherwise apply under
OCC regulations. A national bank that fails to satisfy the capital requirements
established under the OCC's regulations will be subject to such administrative
action or sanctions as the OCC deems appropriate.

The leverage ratio adopted by the OCC requires a minimum ratio of "Tier 1
capital" to adjusted total assets of 3% for national banks rated composite 1
under the CAMELS rating system for banks. National banks not rated composite 1
under the CAMELS rating system for banks are required to maintain a minimum
ratio of Tier 1 capital to adjusted total assets of 4% to 5%, depending upon the
level and nature of risks of their operations.  For purposes of the OCC's
leverage requirement, Tier 1 capital generally consists of the same components
as core capital under the OTS's capital regulations, except that no intangibles
except certain purchased mortgage servicing rights and purchased credit card
relationships may be included in capital.

The risk-based capital requirement established by the OCC's regulations require
national banks to maintain "total capital" equal to at least 8% of total risk-
weighted assets.  For purposes of the risk-based capital requirement, "total
capital" means Tier 1 capital (as described above) plus "Tier 2 capital" (as
described

                                       24
<PAGE>

below), provided that the amount of Tier 2 capital may not exceed the amount of
Tier 1 capital, less certain assets. The components of Tier 2 capital under the
OCC's regulations generally correspond to the components of supplementary
capital under OTS regulations. Total risk-weighted assets generally are
determined under the OCC's regulations in the same manner as under the OTS's
regulations.

The OCC has revised its risk-based capital requirements to permit the OCC to
require higher level capital for an institution in light of its interest rate
risk.  In addition, the OCC has proposed that a bank's interest rate risk
exposure would be quantified using either the measurement system set forth in
the proposal or the institution's internal model for measuring such exposure, if
such model is determined to be adequate by the institution's examiner.  Small
institutions that are highly capitalized and have minimal interest rate risk,
would be exempt from the rule unless otherwise determined by the OCC.

Regulatory Agreement

On July 22, 1999, the Bank entered into a Memorandum of Understanding (the
"MOU") with the Comptroller of the Currency (the "OCC"), whereby the Bank has
agreed to take certain actions in response to concerns raised by the OCC.  The
MOU is not a formal supervisory action by the OCC. The Bank has agreed, within
90 days after the date of the MOU, to appoint a new chief executive officer to
replace Earle Teegarden, who resigned as chief executive officer as of April 30,
1999, and to have that chief executive officer prepare a report to the board of
directors regarding the Bank's management structure.  The appointment of the new
chief executive officer is subject to the review and possible disapproval of the
OCC.  The Bank has also agreed to establish, revise and/or implement policies
and procedures relating to interest rate risk management, liquidity,
asset/liability management, investments and certain compliance programs.  The
Bank expects to implement the steps necessary to ensure that the MOU is complied
with.  Failure to do so could result in the OCC seeking formal supervisory
action. Compliance with the MOU is not expected to have a material impact on the
Bank.

Bank Holding Companies.  The Federal Reserve Board has established capital
requirements for bank holding companies with consolidated assets of $150 million
or more that generally parallel the capital requirements for national banks
under the OCC's regulations.  Since the Holding Company's consolidated assets
are less than $150 million, the Federal Reserve Board's holding company capital
requirements do not apply to the Holding Company.

Prompt Corrective Action. The OCC is authorized and, under certain circumstances
required, to take certain actions against national banks that fail to meet their
capital requirements. The OCC 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 OCC 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 OCC is authorized to impose the additional restrictions that are applicable
to significantly undercapitalized associations.

Any national banking association that fails to comply with its capital plan or
is "significantly undercapitalized" (i.e., Tier 1 risk-based or core capital
ratios of less than 3% or a risk-based capital ratio of less than 6%) must be
made subject to one or more of additional specified actions and operating
restrictions which may cover all aspects of its operations and include a forced
merger or acquisition of the Bank. An association that becomes "critically
undercapitalized" (i.e., a tangible capital ratio of 2% or less) is subject to
further mandatory restrictions on its activities in addition to those applicable
to significantly undercapitalized associations. In addition, the OCC must
appoint a receiver (or conservator with the concurrence of the FDIC) for a bank,
with certain limited exceptions, within 90 days after it becomes critically
undercapitalized. Any undercapitalized bank is also subject to the general
enforcement authority of the OCC, including the appointment of a conservator or
a receiver.

The OCC is also generally authorized to reclassify a bank into a lower capital
category and impose the restrictions applicable to such category if the
institution is engaged in unsafe or unsound practices or is in an unsafe or
unsound condition.

The imposition by the OCC of any of these measures on the Bank may have a
substantial effect on the Bank's operations and profitability and the value of
the Company's Common Stock.


Limitations on Dividends and Other Capital Distributions

The Bank's ability to pay dividends are governed by the National Bank Act and
OCC regulations.  Under such statute and regulations, all dividends by a
national bank must be paid out of current or retained net profits, after
deducting reserves for losses and bad debts.  The National Bank Act further
restricts the payment of dividends out of net profits by prohibiting a national
bank from declaring a dividend on its shares of common stock until the surplus
fund equals the amount of capital stock or, if the surplus fund does not equal
the amount of capital stock, until one-tenth of the Bank's net profits for the
preceding half year in the case of quarterly or semiannual dividends, or the
preceding two half-year periods in the case of annual dividends, are transferred
to the surplus fund.  In addition, the prior approval of the OCC is required for
the payment of a dividend if the total of all dividends declared by a national
bank in any calendar year would exceed the total of its net profits for the year
combined with its net profits for the two preceding years, less any required
transfers to surplus or a fund for the retirement of any preferred stock.

The OCC has the authority to prohibit the payment of dividends by a national
bank when it determines such payment to be an unsafe and unsound banking
practice.  In addition, the National bank would be prohibited by federal statute
and the OCC's prompt corrective action regulations from making any capital
distribution if, after giving effect to the distribution, the National Bank
would be classified as "undercapitalized" under the OCC's regulations.  Finally,
the National Bank, will not be able to pay dividends on its capital stock if

                                       25
<PAGE>

its capital would thereby be reduced below the remaining balance of the
liquidation account established in connection with the Stock Conversion.

Community Reinvestment Act

Under the Community Reinvestment Act ("CRA"), every FDIC insured institution,
including the Bank, 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 OCC, in connection with the
examination of the Bank, to access 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 OCC.

The federal banking agencies, including the OCC, 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 examined for CRA compliance in
1999 and received a rating of "satisfactory record of meeting community credit
needs."

Transactions with Affiliates

Generally, transactions between a bank or its subsidiaries and its affiliates
are required to be on terms as favorable to the bank as transactions with non-
affiliates.  In addition, certain of these transactions, such as loans to an
affiliate, are restricted to a percentage of the bank's capital.  Affiliates of
the Bank include the Holding Company and any company which is under common
control with the Bank.  In addition, a bank may not lend to any affiliate
engaged in activities not permissible for a bank holding company or acquire the
securities of most affiliates.

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

Regulation of the Company

General.  The Company, as the sole shareholder of the National Bank, is a bank
holding company registered with the FRB.  Bank holding companies are subject to
comprehensive regulation by the FRB under the BHCA, and the regulations of the
FRB.  As a bank holding company, the Company will be required to file reports
with the FRB and such additional information as the FRB may require, and will be
subject to regular examinations by the FRB.  The FRB also has extensive
enforcement authority over bank holding companies, including, among other
things, the ability to assess civil money penalties, to issue cease and desist
or removal orders and to require that a holding company divest subsidiaries
(including its bank subsidiaries).  In general, enforcement actions may be
initiated for violations of law and regulations and unsafe and unsound
practices.

Under FRB policy, a bank holding company must serve as a source of strength for
its subsidiary banks. Under this policy the FRB may require, and has required in
the past, a holding company to contribute additional capital to an
undercapitalized subsidiary bank.

                                       26
<PAGE>

Under the BHCA, a bank holding company must obtain FRB approval before: (I)
acquiring, directly or indirectly, ownership or control of any voting shares of
another bank or bank holding company if, after such acquisition, it would own or
control more than 5% of such shares (unless it already owns or controls the
majority of such shares); (ii) acquiring all or substantially all of the assets
of another bank or bank holding company: or (iii) merging or consolidating with
another bank holding company.

The BHCA also prohibits a bank holding company, with certain exceptions, from
acquiring direct or indirect ownership or control of more than 5% of the voting
shares of any company which is not a bank or bank holding company, or from
engaging directly or indirectly in activities other than those of banking,
managing or controlling banks, or providing services for its subsidiaries.  The
principal exceptions to these prohibitions involve certain non-bank activities
which, by statute or by FRB regulation or order, have been identified as
activities closely related to the business of banking or managing or controlling
banks.  The list of activities permitted by the FRB includes, among other
things, operating a savings institution, mortgage company, finance company,
credit card company or factoring company; performing certain data processing
operations; providing certain investment and financial advice; underwriting and
acting as an insurance agent for certain types of credit-related insurance;
leasing property on a full-payout, non-operating basis; selling money orders,
travelers' checks and United States Savings Bonds; real estate and personal
property appraising; providing tax planning and preparation services; and,
subject to certain limitations, providing securities brokerage services for
customers.  The  Company has no present plans to engage in any of these
activities.

Interstate Banking and Branching.  On September 29, 1994, the Reigle-Neal
Interstate Banking and Branching Act of 1994 (the "Act") was enacted to ease
restrictions on interstate banking.  The Act allows the FRB to approve an
application of an adequately capitalized and adequately managed bank holding
company to acquire control of, or acquire all or substantially all of the assets
of, a bank located in a state other than such holding company's home state,
without regard to whether the transaction is prohibited by the laws of any
state.  The FRB may not approve the acquisition of the bank that has not been in
existence for the minimum time period (not exceeding five years) specified by
the statutory law of the host state.  The Act also prohibits the FRB from
approving an application if the applicant (and its depository institution
affiliates) controls or would control more than 10% of the insured deposits in
the United States or 30% or more of the deposits in the target bank's home state
or in any state in which the target bank maintains a branch.  The Act does not
affect the authority of states to limit the percentage of total insured deposits
in the state which may be held or controlled by a bank or bank holding company
to the extent such limitation does not discriminate against out-of-state banks
or bank holding companies.  Individual states may also waive the 30% statewide
concentration limit contained in the Act.

Additionally, as of June 1, 1999, the federal banking agencies are authorized to
approve interstate merger transactions without regard to whether such
transaction is prohibited by the law of any state, unless the home state of one
of the banks opts out of the Act by adopting a law after the date of enactment
of the Act and prior to June 1, 1999 which applies equally to all out-of-state
banks and expressly prohibits merger transactions involving out-of-state banks.
Interstate acquisitions of branches will be permitted only if the law of the
state in which the branch is located permits such acquisitions. Interstate
mergers and branch acquisitions will also be subject to the nationwide and
statewide insured deposit concentration amounts described above.

The Act authorizes the OCC and FDIC to approve interstate branching de novo by
national and state banks, respectively, only in states which specifically allow
for such branching.  The Act also requires the appropriate federal banking
agencies to prescribe regulations by June 1, 1999 which prohibit any out-of-
state bank from using the interstate branching authority primarily for the
purpose of deposit production.   These regulations must include guidelines to
ensure that interstate branches operated by an out-of-state bank in a host state
are reasonably helping to meet the credit needs of the communities which they
serve.

Dividends.  The FRB has issued a policy statement on the payment of cash
dividends by bank holding

                                       27
<PAGE>

companies, which expresses the FRB's view that a bank holding company should pay
cash dividends only to the extent that the holding company's net income for the
past year is sufficient to cover both the cash dividends and a rate of earning
retention that is consistent with the holding company's capital needs, asset
quality and overall financial condition. The FRB also indicated that it would be
inappropriate for a company experiencing serious financial problems to borrow
funds to pay dividends. Furthermore, under the prompt corrective action
regulations adopted by the FRB, the FRB may prohibit a bank holding company from
paying any dividends if the holding company's bank subsidiary is classified as
"undercapitalized." See "Regulatory Capital Requirements."

Bank holding companies are required to give the FRB prior written notice of any
purchase or redemption of its outstanding equity securities if the gross
consideration for the purchase or redemption, when combined with the net
consideration paid for all such purchases or redemptions during the preceding 12
months, is equal to 10% or more of their consolidated net worth.  The FRB may
disapprove such a purchase or redemption if it determines that the proposal
would constitute an unsafe or unsound practice or would violate any law,
regulation, FRB order, or any condition imposed by, or written agreement with,
the FRB.  This notification requirement does not apply to any company that meets
the well-capitalized standard for commercial banks, has a safety and soundness
examination rating of at least a "2" and is not subject to any unresolved
supervisory issues.  See "Supervisory Agreement" elsewhere in this form 10-KSB.

Capital Requirements.  The FRB has established capital requirements for bank
holding companies that generally parallel the capital requirements for national
banks.  For bank holding companies with consolidated assets of less than $150
million, such as the Company, compliance is measured on a bank-only basis.

Federal Securities Law

The stock of the Company is registered with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").  The  Company is subject to the information, proxy
solicitation, insider trading restrictions and other requirements of the SEC
under the Exchange Act.

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

Federal Reserve System

The Federal Reserve Board requires all depository institutions to maintain
noninterest-bearing reserves at specified levels against their transaction
accounts (primarily checking, NOW and Super NOW checking accounts).  At June 30,
1999, the Bank was in compliance with these reserve requirements.

The Bank is a member of the Federal Reserve System and owns stock in the FRB of
Kansas City in an amount equal to 3% of the Bank's paid in capital and surplus
(an additional 3% will be subject to call by the FRB of Kansas City).

Federal Home Loan Bank System

The Bank is a member of the FHLB of Des Moines, 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.  These policies and

                                       28
<PAGE>

procedures are subject to the regulation and 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
Des Moines.  At June 30, 1999, the Bank had $1.7 million (at cost) of 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 fiscal
years such dividends have averaged 7.05% and were 6.44% for fiscal 1999.  For
the fiscal year ended June 30, 1999, dividends paid by the FHLB of Des Moines to
the Bank totaled approximately       $108,000 which constitutes a $29,000
increase over the amount of dividends received in fiscal year 1998.  No
assurance can be given that such dividends will continue in the future at such
levels.  The Bank currently intends to remain a member of the FHLB of Des
Moines.

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.


Federal and State Taxation

Federal Taxation. In addition to the regular income tax, corporations, including
the Bank, are generally subject to minimum tax. An alternative minimum tax is
imposed at a minimum tax rate of 20% on alternative minimum taxable income,
which is the sum of a corporation's regular taxable income (with certain
adjustments) and tax preference items, less any available exemption. The
alternative minimum tax is imposed to the extent it exceeds the corporation's
regular income tax and net operation losses can offset no more than 90% of
alternative minimum taxable income. For taxable years beginning after 1986 and
before 1996, corporations, such as the Bank, were also subject to an
environmental tax equal to 0.12% of the excess of alternative minimum taxable
income for the taxable year (determined without regard to net operating losses
and the deduction for the environmental tax over $2 million.

The Company and its subsidiaries filed separate federal income tax returns on a
fiscal year basis using the cash method of accounting.

Neither the Company nor its subsidiary has been audited by the IRS with respect
to their federal income tax returns during the last ten years.  In the opinion
of management, any examination of still open returns (including returns of
subsidiaries and predecessors of, or entities merged into, the Company) would
not result in a deficiency which could have a material adverse effect on the
financial condition of the Company on a consolidated basis.

State Taxation.  Missouri-based banks such as the Bank, are subject to a special
financial institutions tax, based on net income without regard to net operating
loss carryforwards, at the rate of 7% of net income.  This tax is in lieu of
certain other state taxes on banks, on their property, capital or income, except
taxes on tangible personal property owned by the Bank and held for losses or
rental to others and on real estate, contributions paid pursuant to the
Unemployment Compensation Law of Missouri, social security taxes, sales taxes
and use taxes. In addition, the Bank is entitled to credit against this tax, all
taxes paid to the State of Missouri or any political subdivision, except taxes
on tangible personal property owned by the Bank and held for lease or rental to
others and on real estate, contributions paid pursuant to the Unemployment
Compensation Law of Missouri, social security taxes, sales and use taxes, and
taxes imposed by the Missouri Financial Institutions Tax Law.

The Company's accounting activities are maintained on an in-house computer
system.

Delaware Taxation.  As a Delaware holding company, the Company is exempted from
Delaware corporate income tax but is required to file an annual report with and
pay an annual fee to the State of Delaware.  The Company is also subject to an
annual franchise tax imposed by the State of Delaware.
                                       29
<PAGE>

Item 2.  Description of Properties
         -------------------------

     The Bank conducts its business through its main office, located in
Chillicothe, Missouri and two branch offices, one located in Hamilton and one
located in Gallatin, Missouri.  The following table sets forth information
relating to the Bank's offices as of June 30, 1999.  The total net book value of
the Bank's premises and equipment (including land, buildings and leasehold
improvements and furniture, fixtures and equipment) at June 30, 1999 was
$368,000.

<TABLE>
<CAPTION>
                                                  Total
                                               Approximate    Net Book Value
                                     Date        Square      of Real Estate at
     Location                      Acquired     Footage        June 30, 1999
-----------------                  --------     -------        -------------
<S>                               <C>          <C>    <C>
Main Office:                         1966        3,910            $226,000
522 Washington Street
Chillicothe, Missouri 64601

Branch Offices:                     Leased         660                   -
400 North Main                    (month-to-
Gallatin, Missouri 64640            month)

304 North Davis                      1975        1,458            $ 16,000
Hamilton, Missouri 64644
</TABLE>

Item 3.  Legal Proceedings
         -----------------

     The Company and Investors Federal are involved, from time to time, as
plaintiff or defendant in various legal actions arising in the normal course of
their businesses.  While the ultimate outcome of these proceedings cannot be
predicted with certainty, it is the opinion of management, after consultation
with counsel representing Investors Federal in the proceedings, that the
resolution of these proceedings should not have a material effect on the Holding
Company's financial position or results of operations on a consolidated basis.


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 June 30, 1999.

                                       30
<PAGE>

                                    PART II


Item 5.  Market for the Registrant's Common Stock and Related Security Holder
         --------------------------------------------------------------------
Matters
-------

     Page 46 of the attached 1999 Annual Report to Shareholders is herein
incorporated by reference.

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
of Operations
-------------

     Pages 5 to 14  of the attached 1999 Annual Report to Shareholders are
herein incorporated by reference.

Item 7.  Financial Statements
         --------------------

     Pages 15 to 45 of the attached 1999 Annual Report to Shareholders are
herein incorporated by reference.

Item 8.  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.

                                       31
<PAGE>

                                   PART III

Item 9.   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 November 16, 1999.

     There are no executive officers who are not also directors.

Item 10.  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 November 16, 1999.

Item 11.  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
November 16, 1999.

Item 12.  Certain Relationships and Related Transactions
          ----------------------------------------------

     Information concerning certain relationships and transactions is
incorporated herein by reference from the Company's definitive Proxy Statement
for the Annual Meeting of Shareholders scheduled to be held on November 16,
1999.

                                       32
<PAGE>

                                    PART IV

Item 13.  Exhibits List and Reports on Form 8-K
          -------------------------------------

     (a)(1) Financial Statements:

     The following information appearing in the Registrant's Annual Report to
Shareholders for the year ended June 30, 1999, is incorporated by reference in
this Form 10-KSB Annual Report as Exhibit 13.

<TABLE>
<CAPTION>
                                                                                            Page in
                                                                                            Annual
                                                                                            Report
                                                                                            -------
<S>                                                                                         <C>
     Annual Report Section
     ---------------------

Report of Independent Auditors..........................................................       14

Consolidated Statements of Financial Condition at June 30, 1999 and 1998................       15

Consolidated Statements of Income for the Years ended June 30, 1999, 1998 and 1997......       16

Consolidated Statements of Comprehensive Income for the Years ended June 30, 1999,
     1998 and 1997......................................................................       17

Consolidated Statements of Stockholder's Equity for the Years ended June 30, 1999,
     1998 and 1997......................................................................       18

Consolidated Statements of Cash Flows for the Years ended June 30, 1999, 1998 and 1997..       19

Notes to Consolidated Financial Statements..............................................       21
</TABLE>

     (a)(2) Financial Statement Schedules:

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

     (a)(3) Exhibits:

<TABLE>
<CAPTION>
                                                                                      Reference to
        Regulation                                                                    Prior Filing or
        S-B Exhibit                                                                   Exhibit Number
          Number                               Document                               Attached Hereto
          ------                ----------------------------------------              ---------------
        <S>                     <C>                                                   <C>
           2                    Plan of acquisition, reorganization,
                                Arrangement, liquidation or succession                      None

           3                    Certificate of Incorporation and Bylaws                      *

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

           9                    Voting trust agreement                                      None

          10.1                  Employment Agreement with Earle S.
                                Teegarden, Jr.                                               *
</TABLE>

                                       33
<PAGE>

<TABLE>
          <S>                   <C>                                                     <C>
          10.2                  Employment Agreement with Larry R. Johnson                   *

          10.3                  Employee Stock Ownership Plan                                *

          0.4                   Profit Sharing Plan                                          *

          10.5                  Stock Option and Incentive Plan                              **

          10.6                  Recognition and Retention Plan                               **

           11                   Statement re: computation of per share earnings             None

           13                   Annual Report to Shareholders                                13

           16                   Letter re: change in certifying accountant                  None

           18                   Letter re: change in accounting principles                  None

           21                   Subsidiaries of Registrant                                   21

           22                   Published report regarding matters
                                Submitted to vote of security holders                       None

           23                   Consent of experts and counsel                               23

           24                   Power of attorney                                       Not required

           27                   Financial Data Schedule                                      27
 </TABLE>

___________________________

     * Filed on October 7, 1996 as exhibits to the Registrant's Form S-1
registration statement (Registration No.  333-13495), pursuant to the Securities
Act of 1933.  All of such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-B.

     **Filed on September 28, 1998 as exhibits to Registrant's Annual Report on
Form 10-KSB pursuant to the Securities Exchange Act of 1934.  All of such
previously filed documents are hereby incorporated herein by reference in
accordance with Item 601 of Regulation S-B.

     (b) Reports on Form 8-K:
     -----------------------

     No current reports on Form 8-K were filed by the Company during the three
months ended June 30, 1999.


                                       34
<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.

                                 IFB HOLDINGS, INC.



Date: September 23, 1999         By: /s/ Larry R. Johnson
                                     Larry R. Johnson,
                                     (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.

<TABLE>
<S>                                                <C>
By: /s/ Earle S. Teegarden, Jr.                    By: /s/ Larry R. Johnson
    ---------------------------------------            ----------------------------------------------
        Earle S. Teegarden, Jr, Director               Larry R. Johnson, (Principal Executive
                                                       Officer), Senior  Executive Vice-President,
                                                       Cashier and Secretary, and Director

Date: September 23, 1999                           Date: September 23, 1999

By: /s/ Mark D. Buntin                             By: /s/ J. Michael Palmer
    ---------------------------------------            ----------------------------------------------
        Mark D. Buntin                                 J. Michael Palmer, Director
        (Principal Financial and Accounting
         Officer)

Date: September 23, 1999                           Date: September 23, 1999

By: /s/ Robert T. Fairweather                      By: /s/ Armand J. Peterson
    --------------------------------------             ----------------------------------------------
        Robert T. Fairweather, Director                Armand J. Peterson, Director

Date: September 23, 1999                           Date: September 23, 1999

By: /s/ Edward P. Milbank
    --------------------------------------
        Edward P. Milbank, Director

Date: September 23, 1999
</TABLE>

                                       35