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, 1998
[ ] 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
(Address of principal executive office)
45248
(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, 1998
common stock, $.01 par value 2,436,952
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 Comprehensive Income 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)
June 30, December 31
1998 1997
ASSETS
Cash and due from banks $ 2,246 $4,652
Short-term investments 4,003 11,572
------- -------
Cash and cash equivalents 6,249 16,224
Interest-bearing balances with
financial institutions 100 100
Held-to-maturity securities (market
value of $56,214 and $34,145) 55,934 33,854
Available-for-sale securities 10,098 10,774
Loans held for sale 92 730
Loans receivable-net 168,950 171,768
Office properties and equipment-net 2,010 2,148
Federal Home Loan Bank stock, at cost 1,908 1,630
Accrued interest receivable 1,691 1,355
Other assets 821 322
-------- --------
Total Assets $247,853 $238,905
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $186,532 $184,690
Advances from Federal Home Loan Bank 32,748 26,570
Accrued interest payable 223 233
Advances from borrowers for taxes
and insurance 204 737
Other liabilities 1,292 643
------- --------
Total Liabilities 220,999 212,873
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
(Dollars in thousands except per share data)
June 30, December 31,
1998 1997
STOCKHOLDERS' EQUITY
Common stock, $.005 par value, 3,500,000
shares authorized, 2,867,078 shares
issued at June 30, 1998 and 2,852,790
shares issued at December 31, 1997 $ 14 $ 14
Additional paid-in capital 14,362 14,157
Retained earnings 16,332 15,795
Unamortized cost of bank incentive plan --- (1)
Unearned shares held by employee
stock ownership plan (297) (356)
Treasury stock (368,792 shares at cost) (3,607) (3,607)
Net unrealized gain on
available-for-sale securities 50 30
------- ---------
Total Stockholders' Equity $ 26,854 $ 26,032
------- ---------
Total Liabilities and
Stockholders' Equity $247,853 $ 238,905
-------- --------
-------- --------
See accompanying notes to consolidated financial statements.
/TABLE
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except per share data)
Three months ended June 30, Six months ended June 30,
1998 1997 1998 1997
INTEREST INCOME
Loans, including related fees $3,491 $3,442 $7,140 $6,835
Short-term money market investments 180 43 363 88
Mortgage-backed investments 554 492 990 870
Other investments 454 459 828 866
------ ----- ----- -----
Total Interest Income 4,679 4,436 9,321 8,659
INTEREST EXPENSE
Deposits 2,355 2,196 4,706 4,309
Federal Home Loan Bank advances 474 417 876 713
------ ----- ----- -----
Total Interest Expense 2,829 2,613 5,582 5,022
------ ----- ----- -----
NET INTEREST INCOME 1,850 1,823 3,739 3,637
Less provision for loan losses 10 6 17 22
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 1,840 1,817 3,722 3,615
NONINTEREST INCOME
Service charges and fees 64 51 123 106
Net gain on loans
originated for sale 72 33 159 31
Commission income 9 14 14 24
Other income 36 11 63 24
----- ----- ----- -----
181 109 359 185
NONINTEREST EXPENSE
Salaries and employee benefits 626 559 1,245 1,145
occupancy and equipment expense-net 170 168 339 339
Computer service expense 36 39 76 71
Deposit insurance assessment 29 28 57 55
Franchise taxes 85 85 167 167
Other operating expenses 204 271 424 437
----- ----- ----- -----
1,150 1,150 2,308 2,214
/TABLE
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
(Dollars in thousands except per share data)
Three months ended June 30, Six months ended June 30,
1998 1997 1998 1997
INCOME BEFORE TAXES $ 871 $ 776 $1,773 $1,586
Income tax provision 325 260 664 545
------ ------ ------ ------
NET INCOME $ 546 $ 516 $1,109 $1,041
------ ------ ------ ------
------ ------ ------ ------
EARNINGS PER SHARE $ 0.23 $ 0.22 $ 0.46 $ 0.43
------ ------ ------ ------
------ ------ ------ ------
EARNINGS PER SHARE, ASSUMING DILUTION $ 0.22 $ 0.21 $ 0.45 $ 0.42
------ ------ ------ ------
------ ------ ------ ------
DIVIDENDS PER SHARE $0.125 $ 0.11 $0.235 $ 0.22
------ ------ ------ ------
------ ------ ------ ------
See accompanying notes to consolidated financial statements.
/TABLE
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OHSL FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands)
Three months ended June 30, Six months ended June 30,
1998 1997 1998 1997
Net Income $ 546 $516 $1,109 $1,041
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities
held during period (1) 38 20 23
----- ---- ------ ------
Comprehensive Income $ 545 $554 $1,129 $1,064
----- ---- ------ ------
----- ---- ------ ------
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,
1998 1997
Balance at January 1 $26,032 $25,196
Net income 1,109 1,041
Amortization of cost of bank
incentive plan 1 7
Purchase of treasury stock --- (626)
Stock options exercised 71 119
Dividends on common stock (572) (530)
ESOP shares earned during the
period 193 137
Change in net unrealized gain on
available-for-sale securities 20 23
------- -------
Balance at June 30 $26,854 $25,367
------- -------
------- -------
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,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,109 $ 1,041
Adjustments to reconcile net
income to net cash from operating
activities (262) 3,445
------- ------
Net cash from operating activities 847 4,486
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of held-to-maturity securities (39,537) (15,984)
Principal payments on held-to-maturity
securities 2,834 873
Principal payments on available-for-sale
securities 707 665
Proceeds from maturities and repayments
on held-to-maturity securities 14,610 5,500
Proceeds from sales of available-for-sale
securities 0 1,814
Loans made to customers net of payments
received 3,605 (11,922)
Purchase of property and equipment (27) (29)
-------- --------
Net cash from investing activities (17,808) (19,083)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 1,842 4,986
Payments on advances from Federal
Home Loan Bank (16,822) (7,812)
Proceeds from Federal Home Loan Bank
advances 23,000 17,500
Net change in advances from borrowers
for taxes and insurance (533) (470)
Cash dividends (572) (530)
Purchase of treasury stock --- (626)
Stock options exercised 71 119
-------- --------
Net cash from financing activities 6,986 13,167
-------- --------
Net change in cash and cash equivalents (9,975) (1,430)
Cash and cash equivalents at beginning
of period 16,224 8,373
-------- --------
Cash and cash equivalents at end of period $ 6,249 $ 6,943
-------- --------
-------- --------
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
The calculation of earnings per share (EPS) is presented below.
Earnings per share are calculated by dividing the Corporation's
net income by the weighted average shares outstanding during the
period. The weighted average number of shares have been
retroactively restated to reflect a two-for-one stock split
distributed in April of 1998. Weighted average shares outstanding
do not include any shares held by the Company' s Employee Stock
Ownership Plan ("ESOP") which have not been allocated to the
ESOP's participants.
For the three months ended June 30, this calculation is as
follows:
1998 1997
Net Income $ 546,000 $ 525,000
Weighted average shares outstanding
during the period 2,493,751 2,482,072
Less average unallocated ESOP shares
during the period 62,322 86,062
------ ------
Average shares outstanding for
EPS calculation 2,431,429 2,396,010
--------- ---------
--------- ---------
Earnings per share $ 0.225 $ 0.215
------ ------
------ ------
For the six months ended June 30, this calculation is as follows:
1998 1997
Net Income $1,109,000 $1,041,000
Weighted average shares outstanding
during the period 2,489,005 2,491,602
Less average unallocated ESOP shares
during the period 65,290 89,030
---------- ----------
Average shares outstanding for EPS
calculation 2,423,715 2,402,572
---------- ----------
---------- ----------
Earnings per share $ 0.458 $ 0.433
---------- ----------
---------- ----------
The calculation of diluted earnings per share involves the
recalculation of weighted average outstanding shares by assuming
that all unexercised stock options are exercised at the exercise
price (in this case, $5.00 per share). These shares therefore
increase the weighted average outstanding shares. It is then
assumed that the proceeds from this exercise, including the value
of the tax benefit derived by the Corporation due to the exercise
(the Corporation receives a tax benefit which corresponds to the
taxability of any options exercised by directors of the
Corporation), are used to repurchase shares at the average market
price during the period. These repurchases act to reduce the
weighted average outstanding shares for EPS calculation purposes.
The net income for the period is then divided by the diluted
weighted average shares outstanding to arrive at diluted earnings
per share.
The calculation of diluted earnings per share for the three months
ended June 30 is presented below:
1998 1997
Shares used to compute basic earnings
per share. 2,431,429 2,396,010
Average option shares issued... 98,759 137,480
Less: shares repurchased with option
proceeds and tax benefit... (38,796) (70,849)
----------- ---------
Weighted average shares for diluted
earnings per share... 2,491,392 2,462,641
----------- ---------
----------- ---------
Diluted earnings per share $0.219 $0.210
----------- ----------
----------- ----------
The calculation of diluted earnings per share for the six months
ended June 30 is presented below:
1998 1997
Shares used to compute basic earnings
per share.. 2,423,715 2,402,572
Average option shares issued... 103,466 144,407
Less: shares repurchased with option
proceeds and tax benefit... (41,186) (75,825)
---------- ---------
Weighted average shares for diluted
earnings per share... 2,485,995 2,471,154
---------- ----------
---------- ----------
Diluted earnings per share $0.446 $0.421
---------- ---------
---------- ---------
PART I: FINANCIAL INFORMATION
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OHSL FINANCIAL CORP.
JUNE 30, 1998
FINANCIAL CONDITION:
Total assets increased from $238.9 million at December 31, 1997 to
$247.9 million at June 30, 1998, an increase of $9.0 million or
3.7%. During the first six months of 1998, held-to-maturity
securities increased by $22.1 million. This change was funded
primarily by a $1.8 million increase in deposits, a $6.2 million
increase in advances from the Federal Home Loan Bank, a decrease
in cash and cash equivalents of $10.0 million, and a decrease in
loans receivable of $2.8 million. The above changes are largely
the result of the Company's investment strategy, wherein favorable
interest rate spreads will be captured from time-to-time in an
effort to increase net interest income. In addition, the Company
seeks to grow its deposit base in order to gain market share and
to enable it to cross-sell other products and services.
Loans receivable, as noted above, decreased by $2.8 million in the
first six months of 1998. Due to the continuation of the low
interest rate environment, very strong mortgage loan refinancings
have been experienced. In addition, as the Company seeks to
manage its interest rate risk position by selling certain longer
term fixed rate loans in the secondary market, a reduction in
loans receivable was experienced at June 30, 1998 when compared to
the prior year end.
Held-to-maturity securities increased by $22.1 million in 1998,
due largely to the Company's purchase of investment securities
during this time period. These purchases totaled $39.5 million,
and consisted of $11.9 million in investment-grade commercial
paper, $27.1 million in U.S. Government Agency securities and $0.5
million in tax free obligations. A portion ($10.0 million) of the
U.S. Government securities were acquired as part of an investment
strategy wherein the Company locks in certain interest rate
spreads by funding the investment purchase with a Federal Home
Loan Bank advance of a similar amount and / or term. The
corresponding increase in Federal Home Loan Bank advances of $6.2
million relates to this investment activity.
The stockholders' equity of OHSL increased by $822,000 during the
first six months of 1998. The major components of this increase
are the Corporation's net income of $1,109,000, which was somewhat
offset by dividends on the Corporation's common stock of $572,000.
Stockholders' equity increased to $26.9 million at June 30, 1998.
RESULTS OF OPERATIONS:
Net income for the six months ended June 30, 1998 was $1,109,000,
an increase of $68,000 or 6.5% over the net income for the six
months ended June 30, 1997. This represents earnings per share of
$0.46 versus $0.43 for the same period in 1997.
Total interest income for the six months ended June 30, 1998 was
$9,321,000, compared to $8,659,000 for the same period in 1997.
This increase ($662,000 or 7.6%) is generally the result of larger
loan and investment balances carried during the first six months
of 1998 when compared to the same period in 1997.
Total interest expense for the six months ended June 30, 1998 was
$5,582,000, compared to $5,022,000 for the same period in 1997.
This increase ($560,000 or 11.2%) is generally attributable to the
higher levels of deposits and borrowings carried during the
first half of 1998, as OHSL strives to increase its market share
of deposit products and to take advantage of spread opportunities
as described above.
While both interest income and interest expense increased during
the first six months of 1998, net interest income for the six
months ended June 30, 1998 totaled $3,739,000, an increase of
$102,000 or 2.8% over the same period in 1997.
The Corporation's provision for loan losses totaled $17,000 for
the six months ended June 30, 1998, compared to $22,000 for the
same period in 1997. Due to its strong credit quality, management
believes that moderate additions to its loan loss allowance are
sufficient to cover potential future losses.
Noninterest income for the six months ended June 30, 1998 was
$359,000, compared to $185,000 for the same period in 1997. This
increase ($174,000 or 94.1%) is largely attributable to an
increase in net gains on loans originated for sale. During the
first half of 1998, the Company sold $12.5 million of fixed rate,
single family loans in the secondary market, generating gains of
$159,000. Due principally to the low interest rate environment
which existed during the first half of 1998, the Company sought to
minimize the additional interest rate risk associated with holding
long term, fixed rate mortgage loans by selling its current
production of these loans in the secondary market. By comparison,
the sale of similar loan products in the first half of 1997 was
minimal, generating income of $31,000 for that period in 1997.
Noninterest expense for the six months ended June 30, 1998 was
$2,308,000, compared to $2,214,000 for the same period in 1997.
This increase ($94,000 or 4.2%) is largely attributable to an
increase in salaries and employee benefits expense of $100,000.
The above increase in salaries and employee benefits expense is
primarily the result of the hiring of personnel in 1998 to fill
positions created due to the Company's growth, coupled with merit
increases to the Company's staff, and increases in the ESOP
benefits expense and 401(k) benefits expense. The ESOP benefits
expense is based upon the average value of ESOP shares
distributed to eligible employees during the period. As the
market price for OHSL's common stock has increased substantially
from its June, 1997 level, the ESOP expense has risen
proportionately. In addition, the Company has continued with its
funding of the employees' 401(k) plan during 1998. As no funding
for this plan was provided during the first half of 1997, this
cost has also increased during 1998 when compared to 1997.
The income tax provision for the six months ended June 30, 1998
was $664,000, compared to $545,000 for the same period in 1997.
This increase ($119,000 or 21.8%) is primarily attributable to the
higher level of pre-tax earnings generated in the first six months
of 1998 when compared to the same period in 1997.
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 liquidity. Generally, current federal
regulations require the liquid assets (as defined) of the Company
to be 4.0% of the Company's total assets (also as defined). At
June 30, 1998, the Company's liquid assets totaled $54.9 million
or 28.6%.
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; (4) other cash needs as
they may 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 $26.9 million at June 30, 1998, an
increase of $822,000 from December 31, 1997. 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, 1998, which was partially offset by dividends declared on the
common stock.
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 by regulation,
divided by total assets (also as defined) to be at least 4.0%.
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 June 30, 1998 is
summarized below:
Amount Percent (%) of
(000) Applicable Assets
Tangible capital $21,696 8.94%
Requirement 3,642 1.50%
------- -----
Excess $18,054 7.44%
------- -----
------- -----
Core capital $21,696 8.94%
Requirement 9,712 4.00%
------- -----
Excess $11,984 4.94%
------- -----
------- -----
Risk-based capital $22,222 18.03%
Requirement 9,861 8.00%
------ ------
Excess $12,361 10.03%
------- ------
------- ------
At June 30, 1998, the book value per share of OHSL common stock
was $11.02 based upon 2,436,952 outstanding shares.
Accounting Changes:
The Financial Accounting Standards Board ("FASB") issues Financial
Accounting Standards ("FAS") that affect OHSL. The following FAS
represent new and/or significant pronouncements in this area.
FAS No. 130, "Reporting Comprehensive Income"
FAS No. 130 is effective for both interim and year-end financial
statements for fiscal years beginning after December 15, 1997
and establishes standards for the reporting and display of
comprehensive income and its components (revenues, expenses,
gains, and losses) in a full set of general-purpose financial
statements. Comprehensive income is defined as all changes in
equity other than those resulting from investments by owners or
distributions to owners. Net income is, therefore, a component of
comprehensive income. OHSL's only current item of other
comprehensive income is unrealized gains or losses on securities
available for sale.
The Standard does not mandate a specific format for reporting
comprehensive income, but it does require that all items that are
required to be recognized as components of comprehensive income be
reported in a financial statement that is displayed with the
same prominence as other financial statements. The Consolidated
Statements of Comprehensive Income are included in Form
10-QSB on page 6.
FAS No. 131, "Disclosures About Segments of an Enterprise and
Related Information'
FAS No. 131 is effective for reported periods included in year-end
financial statements for fiscal years beginning after December 15,
1997 and for all reported periods in interim financial statements
for reporting periods, following the first required full fiscal
year disclosure. FAS No. 131 establishes new guidance for the way
that public business enterprises report information about
operating segments in annual financial statements and requires
that those enterprises report selected information about
reportable operating segments in interim financial reports issued
to stockholders. FAS No. 131 supersedes the industry approach to
segment disclosures previously required by FAS No. 14, Financial
Reporting for Segments of a Business Enterprise, replacing it with
a method of segment reporting which is based on the structure of
the enterprise's internal organization reporting. The Statement
also establishes standards for related disclosures about products
and services, geographic areas and major customers.
Management does not believe that implementation of this Standard
will result in the identification of other reportable business
segments at this time.
PART II: OTHER INFORMATION
OHSL FINANCIAL CORP.
JUNE 30, 1998
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
The Securities and Exchange Commission has recently
amended Rule 14a-4 to provide that with respect to a
shareholder proposal to be presented at an annual
shareholders' meeting other than pursuant to Rule 14a-8
(i.e., which is not to be included in the registrant's
proxy statement), the registrant's management may
exercise discretionary voting authority under proxies
solicited by it for the meeting if it receives notice of
the proposed non-Rule 14a-8 shareholder action less than
45 days prior to the calendar date its proxy materials
were mailed for the prior year's annual meeting.
As this new provision applies to OHSL, in the event
notice of a non-Rule 14a-8 shareholder proposal to be
presented at the Company's 1999 Annual Meeting of
Shareholders is received by the Company after February 1,
1999, OHSL's management will be permitted to exercise
discretionary voting authority under proxies solicited by
it with respect to the 1999 Annual Meeting.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
On April 20, 1998, the Registrant filed a Form 8-K to
report the issuance of a press release announcing
earnings for the first quarter of 1998. On June 9, 1998,
the Registrant filed a From 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 10, 1998 By: /s/ Kenneth L. Hanauer
----------------------
Kenneth L. Hanauer
President and
Chief Executive Officer
(Principal Executive Officer)
Date: August 10, 1998 By: /s/ Patrick J. Condren
----------------------
Patrick J. Condren
Treasurer and Chief
Financial Officer
(Principal Financial and
Accounting Officer)