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 September 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)
(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 SEPTEMBER 30, 1996
common stock,
$.01 par value 1,222,879
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)
September 30, December 31,
1996 1995
ASSETS
Cash and due from banks $ 5,395 $ 4,264
Short-term money market investments 3,300 10,054
Cash and cash equivalents 8,695 14,318
Interest-bearing balances with
financial institutions 100 600
Held-to-maturity securities (market
value of $32,233 and $27,875) 32,851 27,843
Available-for-sale securities 14,244 13,703
Loans held for sale 733 1,002
Loans receivable-net 154,910 142,151
Real estate owned 43 ---
Office properties and equipment-net 2,412 1,520
Federal Home Loan Bank stock, at cost 1,492 1,417
Accrued interest receivable 1,485 1,319
Other assets 662 203
________ ________
Total Assets $ 217,627 $ 204,076
________ ________
________ ________
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 169,221 $ 159,314
Advances from Federal Home Loan Bank 20,304 17,400
Accounts payable on mortgage loans
serviced for others 252 286
Accrued interest payable 509 90
Advances from borrowers for taxes
and insurance 667 797
Other liabilities 1,507 735
________ ________
Total Liabilities 192,460 178,622
(Continued)
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
(Dollars in thousands)
September 30, December 31,
1996 1995
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 3,500,000
shares authorized, 1,401,611 shares
issued at September 30, 1996 and
1,391,729 shares issued at
December 31, 1995 $ 14 $ 14
Additional paid-in capital 13,622 13,429
Retained earnings 14,563 14,526
Unamortized cost of bank incentive plan (22) (45)
Unearned shares held by employee
stock ownership plan (504) (594)
Treasury stock (129,258 shares and 107,580
shares at cost) (2,335) (1,904)
Net unrealized gain/(loss) on
available-for-sale securities (171) 28
_________ _______
Total Stockholders' Equity 25,167 25,454
_________ _______
Total Liabilities and
Stockholders' Equity $ 217,627 $ 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 amounts)
Three Months Ended Nine Months Ended
Sept. 30, Sept. 30,
1996 1995 1996 1995
INTEREST INCOME
Interest and fees on loans $ 3,263 $ 3,141 $ 9,450 $ 9,039
Interest on short-term money
market investments 46 145 228 275
Interest on interest-bearing
balances with financial
institutions 1 7 15 24
Interest on mortgage-backed
investments 352 206 1,125 570
Interest and dividends
on investments 447 337 1,206 908
_____ _____ _____ _____
Total Interest Income 4,109 3,836 12,024 10,816
INTEREST EXPENSE
Interest on deposits 2,097 1,931 6,112 5,279
Interest on Federal Home
Loan Bank advances 310 254 764 722
_____ _____ _____ _____
Total Interest Expense 2,407 2,185 6,876 6,001
NET INTEREST INCOME 1,702 1,651 5,148 4,815
Less provision for loan losses (2) 3 2 7
_____ _____ _____ _____
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,704 1,648 5,146 4,808
NONINTEREST INCOME
Service charges and fees 59 59 170 172
Gain on securities 0 21 10 21
Gain on loans originated
for sale 25 12 13 80
Commission income 2 6 9 19
Other income 11 52 49 73
_____ _____ _____ _____
97 150 251 365
NONINTEREST EXPENSE
Salaries and employee benefits 579 530 1,668 1,610
Occupancy and equipment
expense-net 154 101 396 295
Computer service expense 117 74 280 235
Deposit insurance assessment 1,020 81 1,199 234
Franchise taxes 82 76 249 246
Other operating expenses 153 131 477 409
_____ _____ _____ _____
2,105 993 4,269 3,029
_____ _____ _____ _____
(Continued)
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
(Dollars in thousands except per share amounts)
Three months ended Nine months ended
Sept. 30, Sept. 30,
1996 1995 1996 1995
INCOME BEFORE INCOME TAXES $ (304) $ 805 $ 1,128 $ 2,144
Income tax provision (102) 269 397 733
_____ _____ _____ _____
NET INCOME $ (202) $ 536 $ 731 $ 1,411
_____ _____ _____ _____
_____ _____ _____ _____
EARNINGS/(LOSS) PER SHARE
(Note 3) $(0.16) $ 0.43 $ 0.58 $ 1.12
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)
Nine months ended
September 30,
1996 1995
Balance at January 1 $ 25,454 $ 23,691
Net income 731 1,411
Amortization of cost of bank incentive plan 23 47
Purchase of treasury stock (431) (277)
Stock options exercised 100 111
Dividends on common stock (694) (618)
ESOP shares earned during the period 183 160
Change in net unrealized gain/(loss) on
available-for-sale securities (199) 523
_______ ______
Balance at September 30 $ 25,167 $ 25,048
_______ ______
_______ ______
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)
Nine months ended
September 30,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 731 $ 1,411
Adjustments to reconcile net income to net
cash from operating activities 302 1,681
______ ______
Net cash from operating activities 1,033 3,092
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in interest-bearing balances
with financial institutions 500 546
Proceeds from maturity and repayment
of held-to-maturity securities 7,690 3,514
Proceeds from maturity and repayment
of available-for-sale securities 1,002 575
Proceeds from sales of available-for-sale
securities 1,994 ---
Purchase of held-to-maturity securities (12,699) (6,269)
Purchase of available-for-sale securities (3,770) (6,402)
Loans made to customers net of payments
received (11,984) (7,895)
Purchase of property and equipment (1,045) (70)
______ ______
Net cash from investing activities (18,312) (16,001)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 9,907 18,615
Proceeds from Federal Home Loan Bank advances 21,500 16,000
Payments on advances from Federal Home Loan
Bank (18,596) (14,900)
Net change in advances from borrowers for
taxes and insurance (130) (161)
Cash dividends (694) (618)
Purchase of treasury stock (431) (277)
Stock options exercised 100 111
______ ______
Net cash from financing activities 11,656 18,770
Net change in cash and cash equivalents (5,623) 5,861
Cash and cash equivalents at beginning of
period 14,318 6,231
______ ______
Cash and cash equivalents at end of period $ 8,695 $ 12,092
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 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/(loss) 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. Unearned shares held by the ESOP are
not considered outstanding for the purpose of this computation.
The weighted average number of shares outstanding for the three
and the nine month periods ended September 30, 1996 and 1995 are
indicated below:
1996 1995
______ ______
Three months ended September 30 1,218,979 1,216,725
Nine months ended September 30 1,221,376 1,216,680
The following table presents the number of shares used to
compute earnings/(loss)per share for the periods indicated:
Fully
Primary Diluted
______ ______
Three months ended September 30, 1996 1,259,265 1,259,265
Three months ended September 30, 1995 1,260,179 1,260,687
Nine months ended September 30, 1996 1,263,748 1,263,748
Nine months ended September 30, 1995 1,260,764 1,262,096
The Corporation's earnings/(loss) per share are presented below:
Fully
Primary Diluted
______ ______
Three months ended September 30, 1996 $(0.16) $(0.16)
Three months ended September 30, 1995 $ 0.43 $ 0.43
Nine months ended September 30, 1996 $ 0.58 $ 0.58
Nine months ended September 30, 1995 $ 1.12 $ 1.12
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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OHSL FINANCIAL CORP.
SEPTEMBER 30, 1996
FINANCIAL CONDITION:
Total assets increased from $204.1 million at December 31, 1995 to
$217.6 million at September 30, 1996, an increase of $13.5
million. During the first nine months of 1996, loans receivable
increased by $12.8 million and held-to-maturity securities
increased by $5.0 million. These changes were funded principally
by a $9.9 million increase in deposit accounts, by a $2.9 million
increase in advances from the Federal Home Loan Bank and by a $5.6
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 nine 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 $12.8 million in
the first nine 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
believes that growth can be utilized to provide increasing net
interest income.
The balance of held-to-maturity securities increased by $5.0
million during the nine months ended September 30, 1996.
Available-for-sale securities increased by $0.5 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
7.40% 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 nine months of
1996, with an increase in deposit balances of $9.9 million during
this time period.
The stockholders' equity of the Corporation decreased by $287,000
during the nine months ended September 30, 1996. The major
components of this decrease are the Corporation's net income of
$731,000 and proceeds from the exercise of stock options during
the period of $100,000. These increases were more than 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 $694,000 and by an increase in the reserve for unrealized
loss on available-for-sale securities of $199,000. At September
30, 1996, stockholders' equity totaled $25.2 million.
RESULTS OF OPERATIONS:
Net income for the nine months ended September 30, 1996 was
$731,000, a decrease of $680,000 or 48.2% over the net income for
the nine months ended September 30, 1995. This represents
earnings per share (fully diluted) of $0.58 versus $1.12 for the
same period in 1995. As explained more fully later in this
section, the Company was required to contribute $927,000 for its
share of the recapitalization of the Savings Association Insurance
Fund. This plan was signed into law by President Clinton on
September 30, 1996. The after-tax cost of this special assessment
to the Company is $612,000, and is effective in the third quarter
of 1996. Without this special assessment, net income for the nine
months ended September 30, 1996 would have totaled $1,343,000.
Total interest income for the nine months ended September 30, 1996
was $12,024,000 compared to $10,816,000 for the same period in
1995. This increase ($1,208,000 or 11.2%) is attributable to the
generally higher interest rate environment which existed during
the first nine 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,
held-to-maturity securities and available-for-sale securities) was
a significant factor in this increase.
Total interest expense for the nine months ended September 30,
1996 was $6,876,000 compared to $6,001,000 for the same period in
1995. This increase ($875,000 or 14.6%) 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 efforts to increase the Company's market share of
customer deposits also contributed to the increase in total
interest expense.
While both interest income and interest expense increased
substantially, net interest income for the nine months ended
September 30, 1996 totaled $5,148,000, an increase of $333,000 or
6.9% over the same period in 1995. Noninterest income for the nine
months ended September 30, 1996 was $251,000 compared to $365,000
for the same period in 1995. A significant portion of this
decrease is attributable to the loans originated for sale
category. For the nine months ended September 30, 1996, income of
$13,000 was recognized in this category, compared to $80,000 for
the same period in 1995. Lower income amounts were also recorded
for service charges and fees ($170,000 versus $172,000 for the
same period in 1995), gains on securities (10,000 versus $21,000
in 1995), commission income ($9,000 versus $19,000 in 1995) and
other income ($49,000 versus $73,000 in 1995).
Noninterest expense for the nine months ended September 30, 1996
was $4,269,000 compared to $3,029,000 for the same period in 1995.
This increase of $1,240,000 (or 40.9%) is primarily attributable
to the special SAIF assessment described earlier. This one-time
assessment totaled $927,000.
Comparing the nine months ended September 30, 1996 to the same
period in 1995 shows an increase in salaries and benefits expense
of $58,000 (or 3.6%), an increase in occupancy and equipment
expense of $101,000 (or 34.2%), an increase in computer service
expense of $45,000 (or 19.1%), an increase in the deposit
insurance assessment of $965,000 (or 412.4%), an increase in
franchise taxes of $3,000 (or 1.2%) and an increase in other
operating expenses of $68,000 (or 16.6%). The major increases
noted are largely attributable to expenses incurred in the
Company's conversion to an in-house data processing system in the
third quarter of 1996 and to the opening of the Company's fifth
branch location in April, 1996. The increase noted in the deposit
insurance assessment, while primarily attributable to the special
SAIF assessment noted above, is also affected by the carrying of
larger deposit balances at September 30, 1996 compared to those of
the prior year. The increase noted in other operating expenses is
attributable to higher advertising costs (of $31,000) and higher
supply expenses (of $11,000) in 1996, as well as general increases
in overall operating costs in 1996.
The income tax provision for the nine months ended September 30,
1996 was $397,000 compared to $733,000 for the same period in
1995. This decrease of $336,000 (or 45.8%) is attributable to the
lower level of pre-tax earnings generated in the first nine months
of 1996 when compared to the same period in 1995.
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 September 30,
1996, the Company's liquid assets totaled $10.5 million or 6.0%.
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); (4) other cash needs as they arise.
Based on its projections, management anticipates that liquidity
will remain at or near current levels for the near future. Oak
Hills also has the ability to raise additional 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 future 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 $25.2 million at September 30, 1996,
a decrease of $287,000 from the December 31, 1995 amount. As
discussed more fully in the Financial Condition section, the net
income for the period was more than offset by the purchase of
treasury stock, by dividends declared and by an increase in the
reserve for unrealized loss 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 (also as defined) to be at least 1.5%.
The regulations also require core capital (as defined) divided by
total assets (as defined) to be at least 3.0%. Finally, the
regulations require risk-based capital (as defined) divided by
total assets (as defined) to be at least 8.0%. Oak Hills'
compliance with these requirements at September 30, 1996 is
summarized on the following page:
Amount Percent (%) of
(000) Applicable Assets
_________ _________________
Tangible capital $20,165 9.55 %
Requirement 3,166 1.50
______ ______
Excess $16,999 8.05 %
______ ______
______ ______
Core capital $20,165 9.55 %
Requirement 6,333 3.00
______ ______
Excess $13,832 6.55 %
______ ______
______ ______
Risk-based capital $20,658 19.51 %
Requirement 8,471 8.00
______ ______
Excess $12,187 11.51 %
______ ______
______ ______
At September 30, 1996, the book value per share of OHSL common
stock was $20.58 based upon 1,222,879 shares outstanding.
PART II: OTHER INFORMATION
OHSL FINANCIAL CORP.
SEPTEMBER 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
Not applicable.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27 - Financial Data Schedule
On July 23, 1996, the Registrant filed a Form 8-K to report
the issuance of a press release announcing earnings for the second
quarter and the six months ended June 30, 1996.
On September 9, 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: November 8, 1996 By: /s/ Kenneth L. Hanauer
President and Chief
Executive Officer
(Principal Executive Officer)
Date: November 8, 1996 By:/s/ Patrick J. Condren
Treasurer and Chief
Financial Officer
(Principal Financial and
Accounting Officer)