FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 1996
[ ] 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 0-20886
OHSL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 31-1362390
(State of Incorporation) (I.R.S. Employer Identification No.)
5889 Bridgetown Road, Cincinnati, Ohio 45248
(Address of principal executive office) (Zip Code)
(513) 574-3322
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90
days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
CLASS SHARES OUTSTANDING
AT JUNE 30, 1996
common stock, $.01 par value 1,217,386
FORM 10-QSB
INDEX
Part I. Financial Information: Page
Item 1. Financial Statements
Consolidated Statements
of Financial Condition 3-4
Consolidated Statements
of Income 5-6
Consolidated Statements
of Changes in Stockholders'
Equity 7
Consolidated Statements of
Cash Flows 8
Notes to Consolidated
Financial Statements 9-10
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 11-14
Part II. Other Information:
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults upon Senior Securities 15
Item 4. Submission of Matters to a Vote
of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands except per share data)
June 30, December 31,
1996 1995
ASSETS
Cash and due from banks $ 6,590 $ 4,264
Short-term money market
investments 1,000 10,054
------- ------
Cash and cash equivalents 7,590 14,318
Interest-bearing balances with
financial institutions 100 600
Investment securities (fair value
of $30,932 and $27,875) 31,698 27,843
Available-for-sale securities 14,445 13,703
Loans held for sale 1,050 1,002
Loans receivable-net 149,350 142,151
Office properties and equipment-net 1,657 1,520
Federal Home Loan Bank stock, at
cost 1,466 1,417
Accrued interest receivable 1,321 1,319
Other assets 360 203
------- -------
Total Assets $ 209,037 $ 204,076
------- -------
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 165,035 $ 159,314
Advances from Federal Home
Loan Bank 16,967 17,400
Accounts payable on mortgage loans
serviced for others 345 286
Accrued interest payable 105 90
Advances from borrowers for taxes
and insurance 345 797
Other liabilities 746 735
------- -------
Total Liabilities 183,543 178,622
STOCKHOLDERS' EQUITY
Common stock, .01 par value,
3,500,000 shares authorized,
1,400,061 issued at June 30,
1996 and 1,391,729 shares
issued at December 31, 1995 $ 14 $ 14
Additional paid-in capital 13,576 13,429
Retained earnings 14,998 14,526
Unamortized cost of bank incentive
plan (30) (45)
Unearned shares held by employee
stock ownership plan (534) (594)
Treasury stock (129,258 and 107,580
shares at cost) (2,335) (1,904)
Net unrealized gain/(loss) on
available-for-sale securities (195) 28
------ ------
Total Stockholders' Equity 25,494 25,454
------ ------
Total Liabilities and
Stockholders' Equity $ 209,037 $ 204,076
------- -------
------- -------
See accompanying notes to consolidated financial statements.
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share data)
Three months Six months
ended June 30, ended June 30,
1996 1995 1996 1995
INTEREST INCOME
Interest and fees on loans $ 3,102 $ 3,032 $ 6,187 $ 5,898
Interest on short-term money
market investments 56 103 182 130
Interest on interest-bearing
balances with financial
institutions 6 6 14 17
Interest on mortgage-backed
investments 453 185 773 364
Interest and dividends
on other investments 381 300 759 571
------ ----- ----- -----
Total Interest Income 3,998 3,626 7,915 6,980
INTEREST EXPENSE
Interest on deposits 2,004 1,783 4,015 3,348
Interest on Federal Home
Loan Bank advances 226 236 454 468
------ ----- ----- -----
Total Interest Expense 2,230 2,019 4,469 3,816
NET INTEREST INCOME 1,768 1,607 3,446 3,164
Less provision for loan losses 4 4 4 4
------ ----- ----- -----
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,764 1,603 3,442 3,160
NONINTEREST INCOME
Service charges and fees 56 59 111 113
Gain/(loss) on securities 10 0 10 0
Gain/(loss) on loans
originated for sale (4) 32 (12) 68
Commission income 7 13 7 13
Other income 23 10 38 21
------ ----- ----- -----
92 114 154 215
NONINTEREST EXPENSE
Salaries and employee benefits 556 573 1,089 1,080
Occupancy and equipment
expense-net 130 97 242 194
Computer service expense 89 86 163 161
Deposit insurance assessment 91 77 179 153
Franchise taxes 85 81 167 170
Other operating expenses 162 128 324 278
------ ----- ----- -----
1,113 1,042 2,164 2,036
------ ----- ----- -----
------ ----- ----- -----
INCOME BEFORE TAXES 743 675 1,432 1,339
Income tax provision 262 234 499 464
------ ----- ----- -----
NET INCOME $ 481 $ 441 $ 933 $ 875
------ ----- ----- -----
------ ----- ----- -----
EARNINGS PER SHARE
(Note 3) $ 0.38 $ 0.35 $ 0.74 $ 0.69
------ ----- ----- -----
------ ----- ----- -----
See accompanying notes to consolidated financial statements.
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY
(Dollars in thousands)
Six months ended June 30,
1996 1995
Balance at January 1 $ 25,454 $ 23,691
Net income 933 875
Amortization of cost of bank
incentive plan 15 32
Purchase of treasury stock (431) (277)
Stock options exercised 84 83
Dividends on common stock (461) (415)
ESOP shares earned during the period 123 107
Change in net unrealized gain/(loss)
on available-for-sale securities (223) 535
------ ------
Balance at June 30 $ 25,494 $ 24,631
------ ------
------ ------
See accompanying notes to consolidated financial statements.
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Six months ended June 30,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 933 $ 875
Adjustments to reconcile net income
to net cash from operating activities (1,032) (286)
------- -------
Net cash from operating activities (99) 589
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in interest-bearing balances
with financial institutions 500 546
Proceeds from sales of available-for-sale
securities 1,994 ---
Purchase of held-to-maturity securities (11,199) (3,000)
Purchase of available-for-sale securities (3,770) (911)
Proceeds from maturities and repayments
of held-to-maturity securities 7,342 420
Proceeds from maturities and repayments
of available-for-sale securities 775 318
Loans made to customers net of payments
received (6,083) (6,109)
Purchase of property and equipment (216) (67)
------- -------
Net cash from investing activities (10,657) (8,803)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 5,721 12,614
Proceeds from Federal Home Loan Bank
advances 14,500 12,000
Payments on advances from Federal Home
Loan Bank (14,933) (10,400)
Net change in advances from borrowers
for taxes and insurance (452) (488)
Cash dividends (461) (415)
Purchase of treasury stock (431) (277)
Stock options exercised 84 83
------- -------
Net cash from financing activities 4,028 13,117
------- -------
Net change in cash and cash equivalents (6,728) 4,903
Cash and cash equivalents at beginning of
period 14,318 6,231
------- -------
Cash and cash equivalents at end of
period $ 7,590 $ 11,134
------- -------
------- -------
See accompanying notes to consolidated financial statements.
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying consolidated financial statements were
prepared in accordance with instructions for Form 10-QSB and,
therefore, do not include information or footnotes necessary for a
complete presentation of financial position, results of operations
and cash flows in conformity with generally accepted accounting
principles. These interim financial statements were prepared in a
manner consistent with the annual financial statements and include
all adjustments (consisting of only normal recurring accruals)
which, in the opinion of management, are necessary for a fair
presentation of the financial statements.
2. Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of OHSL Financial Corp. ("OHSL" or "the Corporation"), Oak
Hills Savings and Loan Company, F.A. ("Oak Hills" or "the Company"),
and its subsidiary, CFSC, Inc.
3. Earnings Per Share
Primary and fully diluted earnings per share are based on the
weighted average number of shares of common stock outstanding during
the period, adjusted for the effect of common stock equivalents. The
stock options outstanding are considered common stock equivalents.
Weighted average shares outstanding are increased by the number of
shares issuable under the options, assuming full exercise, and
reduced by the number of shares that could, hypothetically, be
reacquired using the proceeds from the exercise of those options.
The weighted average number of shares outstanding for the three
month and for the six month periods ended June 30, 1996 and 1995 are
shown below:
1996 1995
Three months ended June 30 1,217,009 1,217,171
Six months ended June 30 1,214,419 1,216,643
The following table presents the number of shares used to
compute earnings per share for the periods indicated:
Fully
Primary Diluted
Three months ended June 30, 1996 1,259,172 1,259,172
Three months ended June 30, 1995 1,261,417 1,261,685
Six months ended June 30, 1996 1,258,481 1,258,481
Six months ended June 30, 1995 1,261,957 1,263,024
The Corporation's earnings per share are presented below:
Fully
Primary Diluted
Three months ended June 30, 1996 $ 0.38 $ 0.38
Three months ended June 30, 1995 $ 0.35 $ 0.35
Six months ended June 30, 1996 $ 0.74 $ 0.74
Six months ended June 30, 1995 $ 0.69 $ 0.69
4. Accounting Changes
Effective January 1, 1995, OHSL adopted FAS No. 114 "Accounting by
Creditors for Impairment of a Loan," as amended by FAS 118. Pursuant
to this Standard, loans considered to be impaired were reduced to
the present value of expected future cash flows or to the fair value
of collateral, by allocating a portion of the allowance for loan
losses to such loans. Loans are deemed impaired when management
concludes that it is probable that the customer will be unable to
comply with the contractual terms of their loan, with respect to the
timing and amount of required payments. Management evaluates loans
for impairment in conjunction with the quarterly evaluation of the
allowance for loan losses. Generally, such evaluation is limited to
large commercial and commercial real estate loans. Consumer loans
and mortgage loans secured by one- to four-family residential
property are generally not evaluated for impairment. Application of
this Standard on January 1, 1995 did not result in any loans being
designated as impaired.
Effective January 1, 1996, OHSL adopted Financial Accounting
Standard No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of." Management does
not believe OHSL has any material assets subject to this new
Standard.
Effective January 1, 1996, OHSL adopted Financial Accounting
Standard No. 122, "Accounting for Mortgage Servicing Rights." This
Standard requires the basis of mortgage loans originated and sold,
with servicing retained, to be allocated between the mortgage loan
and the mortgage servicing right, based upon the relative fair value
of such assets. The effect of this Standard will be to increase the
gain, or reduce the loss, recognized upon the sale of a mortgage
loan and will reduce future servicing fee income. The effect of
adopting this new Standard was not significant.
PART I: FINANCIAL INFORMATION
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OHSL FINANCIAL CORP.
JUNE 30, 1996
FINANCIAL CONDITION:
Total assets increased from $204.1 million at December 31, 1995 to
$209.0 million at June 30, 1996, an increase of $4.9 million. During
the first six months of 1996, loans receivable increased by $7.2
million, held-to-maturity securities increased by $3.9 million and
available-for-sale securities increased by $0.7 million. Advances
from the Federal Home Loan Bank of Cincinnati decreased by $0.4
million during this period. These changes were funded principally by
a $5.7 million increase in deposit accounts and by a $6.7 million
decrease in cash and cash equivalents. These changes were driven
largely by efforts begun in 1995 to regain market share in the area
of deposit accounts and by the Company's desire to more aggressively
pursue lending opportunities within its own market area.
The Company has historically priced its deposit products at or near
mid-market in comparison to its local and regional peers. Beginning
in 1995 and continuing throughout the first six months of 1996, a
strong effort was made to reacquire deposit balances by utilizing
various methods, including: (a) the introduction of new deposit
accounts with adjustable rate or callable features; (b)a strong
emphasis on cross-selling of deposit products at the branch (retail)
level; (c) the introduction of financial incentives to branch
employees; (d) above-market rates paid on selected deposit account
types; and (e) advertising campaigns aimed at transaction account
customers.
Loans receivable, as noted above, increased by $7.2 million in the
first six months of 1996. The Company hired two loan originators in
the first quarter of 1996, and management believes that their
production will enable the Company to increase originations during
1996 over comparable periods of prior years, provided that a
reasonable interest rate environment for residential lending exists.
Due to strong competition for lending products and a relatively flat
yield curve, management believes that the Company's average interest
rate spread (that is, the average yield on earning assets less the
average cost of interest-bearing liabilities) will decline in 1996
when compared to prior years. In order to offset this decline,
management will
focus on volume growth to continue to increase net interest income.
The balance of held-to-maturity securities increased by $3.9 million
during the six months ended June 30, 1996. Available-for-sale
securities increased by $0.7 million during this time period.
In response to numerous offerings by Federal Agencies (specifically
The Federal Home Loan Bank, The Federal National Mortgage
Association and the Federal Home Loan Mortgage Corporation) of
callable Agency securities with coupons in the 7.75% to 8.25% range,
the Company acquired several securities for its held-to-maturity
portfolio. It is management's intent to hold such callable Agency
securities until maturity unless an early redemption is required by
the respective Agency. Management also believes that coupons in the
above interest rate range provide the necessary cushion to weather
reasonable interest rate changes. Some of the risk associated with
these callable Agency securities has been offset by offering deposit
products to the customers of the thrift which contain similar call
features. Management believes that these investments offer a good
combination of yield and interest rate risk protection.
As stated above, the Company seeks to gain market share by enhancing
its deposit product offerings. The increase in deposit balances in
1995 continued throughout the first six months of 1996, with an
increase in deposit balances of $5.7 million during this time
period. Due somewhat to the continued success of these programs, the
Company reduced the amount of advances from The Federal Home Loan
Bank of Cincinnati by $433,000 during the six months ended June 30,
1996.
The stockholders' equity of the Corporation increased by $40,000
during the six months ended June 30, 1996. The major components of
this increase are the Corporation's net income of $933,000 and the
exercise of stock options during the period of $84,000. These
increases were substantially offset by the purchase of treasury
shares under a stock repurchase program of $431,000, by dividends
declared on the Corporation's common stock of $461,000 and by a
$223,000 increase in the reserve for net unrealized losses on
available-for-sale securities. At June 30, 1996, stockholders'
equity totaled $25.5 million.
RESULTS OF OPERATIONS:
Net income for the six months ended June 30, 1996 was $933,000, an
increase of $58,000 or 6.6% over the net income for the six months
ended June 30, 1995. This represents earnings per share (fully
diluted) of $0.74 versus $0.69 for the same period in 1995.
Total interest income for the six months ended June 30, 1996 was
$7,915,000 compared to $6,980,000 for the same period in 1995. This
increase ($935,000 or 13.4%) is attributable to the generally higher
interest rate environment which existed during the first six months
of 1996 when compared to the same period in 1995. In addition,
growth in the various categories of interest-earning assets
(specifically, loans receivable and held-to-maturity securities) was
a significant factor in this increase.
Total interest expense for the six months ended June 30, 1996 was
$4,469,000 compared to $3,816,000 for the same period in 1995. This
increase ($653,000 or 17.1%) was also the result of the higher
interest rate environment discussed previously, wherein the
Corporation must pay a higher rate of interest on funds which are
held as customer deposits or as borrowed money. The previously
discussed increase in market share of customer deposits also is a
significant factor in the increase in total interest expense.
While both interest income and interest expense increased
substantially, net interest income for the six months ended June 30,
1996 totaled $3,446,000, an increase of $282,000 or 8.9% over the
same period in 1995.
Noninterest income for the six months ended June 30, 1996 was
$154,000 compared to $215,000 for the same period in 1995. This
decrease is attributable to the gain/(loss) on loans originated
for sale. For the six months ended June 30, 1996, a loss of $12,000
was recognized in this category. While the Company did sell loans
during this period for a gain of $9,000, it recognized a loss of
$21,000 on loans which it held for sale at the end of the period, as
such loans were valued at a discount to the market at June 30, 1996.
During the six months ended June 30, 1995, a gain of $68,000 was
recognized on loans originated for sale. This income reduction was
somewhat offset by a $10,000 gain on the sale of available-for-sale
securities during the six month period ended June 30, 1996. In the
area of commission income, the Company's subsidiary (C.F.S.C., Inc.)
has made several attempts to provide increased performance (and thus
increased profitability) in the area of annuity and mutual fund
sales. Due to continuing staffing problems in this area, however,
management believes that commission income will be minimal
throughout the remainder of 1996.
Noninterest expense for the six months ended June 30, 1996 was
$2,164,000 compared to $2,036,000 for the same period in 1995. This
increase of $128,000 (or 6.3%) is primarily attributable to an
increase in occupancy and equipment expense of $48,000 (or 24.7%),
an increase in the deposit insurance assessment of $26,000 (or
17.0%) and an increase in other operating expenses of $46,000 (or
16.5%). The increase noted in occupancy and equipment expense is
primarily attributable to expenses incurred in the opening of the
Company's fifth branch location in April, 1996. The increase noted
in the deposit insurance assessment is the result of larger deposit
balances being held at June 30, 1996 compared to those of the prior
year. The increase noted in other operating expenses is attributable
to higher advertising costs (of $23,000) and higher supply expenses
(of $6,000) in 1996, as well as general increases in overall
operating costs in 1996.
The income tax provision for the six months ended June 30, 1996 was
$499,000 compared to $464,000 for the same period in 1995. This
increase of $35,000 (or 7.5%) is attributable to the higher level of
pre-tax earnings generated in the first six months of 1996 when
compared to the same period in 1995.
The Company's deposits are insured by the Savings Association
Insurance Fund ("SAIF"), which is administered by the Federal
Deposit Insurance Corporation. Congress is currently considering
legislation designed to recapitalize the SAIF and to eliminate the
disparity between the insurance assessment charged to members of the
Bank Insurance Fund and the SAIF. Legislation is currently being
considered that would result in a special assessment of $0.65 to
$0.85 per $100 of deposits being charged to the Company. Any such
assessment would likely be tax deductible but would reduce earnings
and capital in the quarter (and year) in which it is recorded. It is
presently anticipated that the current SAIF premium would be
significantly reduced after such a special assessment. At $0.75 per
$100 of deposits, based on the Company's June 30, 1996 deposit base,
the net effect, after tax, of such an assessment would be
approximately $817,000.
Liquidity:
In general terms, liquidity is a measurement of the cash, cash
equivalents and other items which are convertible into cash in the
event that funds are needed in order to provide for future
operations. The primary sources of liquidity are cash, short-term
investments (such as Federal Funds and funds in eligible "Overnight"
type accounts) and qualifying securities (as defined by regulation).
Federal regulations require the Corporation's subsidiary, Oak Hills
Savings and Loan Company, F.A., to maintain certain minimum levels
of liquid assets. Generally, current federal regulations require the
liquid assets (as defined) of the Company to be 5.0% of the
Company's total assets (also as defined). At June 30, 1996, the
Company's liquid assets totaled $12.8 million or 7.5%.
The factors which are expected to have a continuing impact on the
level of Oak Hills' liquidity are as follows: (1) loan demand; (2)
net deposit flows in subsequent periods; (3) corporate
needs for cash in order to fund ongoing operations and programs
(such as stock repurchase programs); and (4) other cash needs as
they arise.
Based upon its projections, management anticipates that liquidity
will remain at or near current levels for the near future. Oak Hills
does have the ability to raise cash through borrowing arrangements
with the Federal Home Loan Bank of Cincinnati, through the purchase
of Federal funds and through other borrowing sources. In addition,
the parent company (OHSL Financial Corp.) could also be a source of
liquidity by lending funds to Oak Hills, by guaranteeing the credit
of Oak Hills or through other arrangements. Management is of the
opinion that current liquidity levels are adequate.
Capital Resources:
OHSL's equity capital totaled $25.5 million at June 30, 1996, an
increase of $40,000 over the December 31, 1995 amount. As discussed
more fully in the Financial Condition section, the major components
of this increase include the net income for the six months ended
June 30, 1996, which was offset by the purchase of treasury shares,
by dividends declared on the Corporation's common stock and by an
increase in the reserve for net unrealized losses on
available-for-sale securities.
Federal regulations require savings associations to maintain certain
minimum levels of regulatory capital. Regulations currently require
tangible capital, as defined by regulation, divided by total assets
(as defined) to be at least 1.5%. The regulations also require core
capital (as defined) divided by total assets to be at least 3.0%.
Finally, the regulations require risk-based capital (as defined)
divided by risk-adjusted assets (as defined) to be at least 8.0%.
Oak Hills' compliance with these requirements at June 30, 1996 is
summarized below:
Amount Percent (%) of
(000) Applicable Assets
Tangible capital $20,311 9.94 %
Requirement 3,067 1.50 %
------ ------
Excess $17,244 8.44 %
------ ------
------ ------
Core capital $20,311 9.94 %
Requirement 6,134 3.00 %
------ ------
Excess $14,177 6.94 %
------ ------
------ ------
Risk-based capital $20,799 20.47 %
Requirement 8,130 8.00 %
------ ------
Excess $12,669 12.47 %
------ ------
------ ------
At June 30, 1996, the book value per share of OHSL common stock was
$20.94 based upon 1,217,386 outstanding shares.
PART II: OTHER INFORMATION
OHSL FINANCIAL CORP.
JUNE 30, 1996
Item 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(Information provided pursuant to this item was also included
in the Company's 10-QSB filed for the quarter ended March 30, 1996).
(a) The Company held its annual meeting of stockholders
on April 18, 1996.
(b) N/A
(c) The following matters were voted upon at the annual
stockholders' meeting held on April 18, 1996: election of the board
of directors, the ratification of the appointment of Crowe, Chizek
and Company LLP as auditors of the Company for the fiscal year
ending December 31, 1996 and a stockholder proposal proposing that
the stockholders of the Company urge its Board of Directors to
"examine the company's position for the potential gain in
shareholder value through the sale or merger of the company" and
from that examination, produce a written report that describes how
such a sale or merger would influence the value of the stock (the
"Stockholder Proposal"). The number of votes cast for, against or
withheld (as well as the number of abstentions) as to each matter
are set forth below:
Election of the following Directors for a three-year term:
For Withheld
Thomas M. Herron 1,045,163 51,833
William R. Hillebrand 1,041,713 55,283
Joseph J. Tenoever 1,043,572 53,433
Ratification of Crowe, Chizek & Company as auditors for fiscal
year ending December 31, 1996:
For 1,066,069
Against 10,817
Abstain 20,110
Stockholder Proposal
For 224,223
Against 566,518
Withheld 86,075
Further information regarding these matters may be found in the
Company's Proxy Statement dated March 20, 1996 which is herein
incorporated by reference.
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27 - Financial Data Schedule
On April 19, 1996, the Registrant filed a Form 8-K to
report the issuance of a press release announcing earnings for the
fourth quarter and the year ended December 31, 1995.
On June 4, 1996, the Registrant filed a Form 8-K to report
the payment of a cash dividend.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
OHSL Financial Corp.
Date: August 5, 1996 By: \s\ Kenneth L. Hanauer
Kenneth L. Hanauer
President and Chief Executive
Officer
(Principal Executive Officer)
Date: August 5, 1996 By: \s\ Patrick J. Condren
Patrick J. Condren
Treasurer and Chief Financial
Officer
(Principal Financial and
Accounting Officer)