1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 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 0-00000 PRESTIGE BANCORP, INC. ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-1785128 ----------------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 710 Old Clairton Road PLEASANT HILLS, PENNSYLVANIA 15236 ---------------------------- -------------------- (Address of principal executive office) (Zip Code) (412) 655-1190 --------------------------------------------------------------------- (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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X ------- ------ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of June 27, 1996, there were issued and outstanding 963,023 shares of the registrant's common stock, par value $1.00 per share. ============================================================================== 2 PRESTIGE BANCORP, INC. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements Statements of Financial Condition of Prestige Bank, F.S.B. as of March 31, 1996 (unaudited) and December 31, 1995 1 Statements of Income of Prestige Bank, F.S.B. for the three months ended March 31, 1996 and 1995 (unaudited) 2 Statements of Equity of Prestige Bank, F.S.B. for the three months ended March 31, 1996 and 1995 (unaudited) 3 Statements of Cash Flows of Prestige Bank, F.S.B. for the three months ended March 31, 1996 and 1995 (unaudited) 4 Notes to Financial Statements (unaudited) 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 3. Defaults upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security-Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14 The financial statements of Prestige Bancorp, Inc. have been omitted because Prestige Bancorp, Inc. has been incorporated, but has not conducted any business other than of an organizational nature. 3 PRESTIGE BANK, F.S.B. STATEMENTS OF FINANCIAL CONDITION MARCH 31, 1996 DECEMBER 31, (UNAUDITED) 1995 ----------- ------------ ASSETS Cash and due from banks $ 624,386 $ 779,397 Interest-bearing deposits with banks 1,743,549 3,614,270 Investment securities: Available for sale 11,585,577 7,491,045 Held to maturity (market value $13,515,574 and $15,193,150, respectively) 13,669,234 15,074,601 Loans 62,736,659 61,737,509 Less- Unearned income 43,990 42,204 Allowance for loan losses 296,100 287,060 ----------- ----------- Net loans 62,396,569 61,408,245 ----------- ----------- Federal Home Loan Bank stock, at cost 735,400 733,700 Premises and equipment, net 1,872,859 1,868,569 Accrued interest receivable 580,017 573,548 Deferred tax asset 52,524 - Other assets 452,327 297,280 ----------- ----------- Total assets $93,712,443 $91,840,655 =========== =========== LIABILITIES AND EQUITY Liabilities: Noninterest-bearing deposits $ 1,762,670 $ 2,082,444 Interest-bearing deposits 80,076,730 78,648,228 ----------- ----------- Total deposits 81,839,400 80,730,672 Payable for purchase of investment securities 997,800 - Federal Home Loan Bank advances 2,977,000 2,977,000 Advance payments by borrowers for taxes and insurance 548,560 571,780 Income taxes payable 104,601 71,149 Deferred tax liability - 45,317 Other liabilities 159,654 266,762 ----------- ----------- Total liabilities 86,627,015 84,662,680 ----------- ----------- Equity: Retained earnings - substantially restricted 7,303,098 7,245,432 Net unrealized holding gains (losses) on available for sale securities, net of taxes (217,670) (67,457) ----------- ----------- Total equity 7,085,428 7,177,975 ----------- ----------- Total liabilities and equity $93,712,443 $91,840,655 =========== =========== - 1 - 4 PRESTIGE BANK, F.S.B. STATEMENTS OF INCOME (Unaudited) THREE MONTHS ENDED MARCH 31, ------------------------------------ 1996 1995 ------------ ----------- Interest income: Interest and fees on loans $1,129,164 $ 1,038,641 Interest on mortgage-backed securities 246,207 249,410 Interest and dividends on other investment securities 122,727 79,032 Interest on deposits in other financial institutions 35,480 9,510 ---------- ----------- Total interest income 1,533,578 1,376,593 ---------- ----------- Interest expense: Interest on deposits 859,286 713,889 Advances from Federal Home Loan Bank 46,269 64,636 ---------- ----------- Total interest expense 905,555 778,525 ---------- ----------- Net interest income 628,023 598,068 Provision for loan losses 9,000 9,000 ---------- ----------- Net interest income after provision for loan losses 619,023 589,068 ---------- ----------- Other income: Fees and service charges 60,673 48,599 Other income (loss), net 9,383 (18,510) ---------- ----------- Total other income 70,056 30,089 ---------- ----------- Other expenses: Salaries and employee benefits 284,882 252,002 Premises and occupancy costs 83,616 80,677 Federal deposit insurance premiums 44,609 42,606 Data processing costs 43,393 42,424 Advertising costs 18,068 23,681 Federal Home Loan Bank deposit and demand account charges 36,845 33,700 ATM transaction fees 21,559 19,437 Other expenses 62,515 72,479 ---------- ----------- Total other expenses 595,487 567,006 ---------- ----------- Income before income tax expense 93,592 52,151 Income tax expense 35,926 18,150 ---------- ----------- Net income $ 57,666 $ 34,001 ========== =========== - 2 - 5 PRESTIGE BANK, F.S.B. STATEMENTS OF EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) NET UNREALIZED HOLDING LOSSES ON AVAILABLE FOR SALE RETAINED SECURITIES, EARNINGS NET OF TAXES TOTAL -------- ------------------ ---------- Balance, December 31, 1995 $7,245,432 $ (67,457) $7,177,975 Net income 57,666 - 57,666 Increase in net unrealized holding losses on available for sale securities - (150,213) (150,213) ---------- --------- ---------- Balance, March 31, 1996 $7,303,098 $(217,670) $7,085,428 ========== ========= ========== Balance, December 31, 1994 $7,084,573 $ (35,463) $7,049,110 Net income 34,001 - 34,001 Increase in net unrealized holding losses on available for sale securities - (5,392) (5,392) ---------- --------- ---------- Balance, March 31, 1995 $7,118,574 $ (40,855) $7,077,719 ========== ========= ========== - 3 - 6 PRESTIGE BANK, F.S.B. STATEMENTS OF CASH FLOWS (Unaudited) THREE MONTHS ENDED MARCH 31, ----------------------------------- 1996 1995 ------------ ----------- Operating activities: Net income $ 57,666 $ 34,001 ---------- ----------- Adjustments to reconcile net income to net cash (used) provided by operating activities- Depreciation of premises and equipment 41,259 33,299 Amortization of premiums and discounts, net (1,764) (923) Loss on sale of premises and equipment - 28,533 Provision for loan losses 9,000 9,000 Deferred income taxes 2,277 (37) (Decrease) increase in other liabilities (107,108) 6,106 Increase (decrease) in income taxes payable 33,452 (19,251) (Increase) decrease in accrued interest receivable (6,469) 4,253 Increase in other assets (36,657) (68,942) Other, net 1,786 (2,523) ---------- ----------- Total adjustments (64,224) (10,485) ---------- ----------- Net cash (used) provided by operating activities (6,558) 23,516 ---------- ----------- Investing activities: Loan originations (3,337,921) (2,636,350) Principal payments on loans 2,338,811 1,932,981 Principal payments on mortgage-backed securities available for sale 173,585 - Principal payments on mortgage-backed securities held to maturity 404,366 312,390 Purchases of- Mutual fund investments available for sale (16,097) (16,184) Investment securities available for sale (3,501,787) - Investment securities held to maturity - (499,219) Maturities of- Investment securities held to maturity 1,000,000 500,000 Purchase of premises and equipment (45,549) (332,215) Proceeds from sale of premises and equipment - 89,162 Purchase of Federal Home Loan Bank stock (1,700) (40,000) ---------- ----------- Net cash used by investing activities (2,986,292) (689,435) ---------- ----------- Financing activities: Net change in advance payments by borrowers for taxes and insurance (23,220) (33,546) Payments on Federal Home Loan Bank advances - (650,000) Net increase (decrease) in money market, NOW and passbook savings accounts 777,949 (1,169,961) Net increase in certificate accounts 330,779 2,670,707 Other (118,390) - ----------- ----------- Net cash provided by financing activities 967,118 817,200 ----------- ----------- Net (decrease) increase in cash and cash equivalents (2,025,732) 151,281 Cash and cash equivalents at beginning of period 4,393,667 1,540,231 ----------- ----------- Cash and cash equivalents at end of period $ 2,367,935 $ 1,691,512 =========== =========== Supplemental disclosures of cash flow information: Cash paid during the period for income taxes $ 20,000 $ 10,770 =========== =========== Cash paid during the period for interest on deposits and borrowings $ 905,879 $ 778,204 ----------- ----------- Supplemental schedule of noncash investing activity: Loans transferred to real estate owned $ - $ 31,344 =========== =========== - 4 - 7 PRESTIGE BANCORP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION: Prestige Bancorp, Inc. (the Corporation) was incorporated under Pennsylvania law in March 1996 by Prestige Bank, F.S.B. (the Bank) in connection with the Plan of Conversion (see Notes 8 and 9) of the Bank from a federally chartered mutual savings bank to a federally chartered stock savings bank, the issuance of the Bank's stock to the Corporation and the offer and sale of the Corporation's common stock by the Corporation (the Conversion). Upon consummation of the Conversion, the Corporation will become the unitary bank holding company for the Bank. For purposes of this Form 10-Q, the financial statements and management's discussion and analysis of financial condition and results of operations are presented for the Bank since the Corporation was not active during any of the periods presented. No pro forma effect has been given to the sale of the Corporation's common stock under the Plan of Conversion. The following unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Bank believes that the disclosures made are adequate to make the information presented not misleading. However, such interim information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of financial position and results of operations for the periods presented. The results of operations for the three months ended March 31, 1996, are not necessarily indicative of the results to be expected for the year ending December 31, 1996. The unaudited financial statements and notes hereto should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 1995, contained in the Corporation's prospectus dated May 13, 1996, included in the Form S-1 Registration Statement (No. 333-2692). - 5 - 8 2. INVESTMENT SECURITIES: The cost and market values of investment securities are summarized as follows: Investment securities held to maturity: MARCH 31, 1996 -------------------------------- AMORTIZED MARKET COST VALUE ------------- ------------ U.S. government and government agency obligations due within one year $ 500,202 $ 497,031 U.S. government and government agency obligations due within five years 2,002,069 1,987,341 Federal Home Loan Mortgage Corporation (FHLMC) certificates 9,495,799 9,333,209 Government National Mortgage Association (GNMA) certificates 1,524,172 1,545,818 Federal National Mortgage Association (FNMA) certificates 146,992 152,175 ----------- ----------- $13,669,234 $13,515,574 =========== =========== Investment securities available for sale: MARCH 31, 1996 -------------------------------- MARKET COST VALUE ------------- ------------ U.S government and government agency obligations due within five years $ 1,999,271 1,939,688 U.S. government and government agency obligations due within 10 years 1,503,132 1,445,316 U.S. government and government agency obligations due within 15 years 2,997,800 2,915,560 Federal Home Loan Mortgage Corporation (FHLMC) certificates 2,766,772 2,709,426 Federal National Mortgage Association (FNMA) certificates 1,378,388 1,302,027 Mutual fund investment 1,302,935 1,273,560 ----------- ----------- $11,948,298 $11,585,577 =========== =========== - 6 - 9 3. LOANS RECEIVABLE: Loans receivable are summarized as follows: MARCH 31, 1996 ---------- Commercial, including commercial secured by real estate $ 700,865 ----------- Real estate loans: 1-4 family 55,916,216 Construction - ----------- 55,916,216 Less-Undisbursed loan proceeds - Deferred loan fees 43,990 ----------- 55,872,226 ----------- Consumer loans: Share 496,689 Automobile 858,044 Home equity 2,247,105 Student 2,235,556 Credit cards 281,612 Other 572 ----------- 6,119,578 ----------- 62,692,669 Less-Allowance for loan losses 296,100 ----------- $62,396,569 =========== 4. ALLOWANCE FOR LOAN LOSSES: Activity with respect to the allowance for loan losses is summarized as follows: THREE MONTHS ENDED MARCH 31, ------------------------- 1996 1995 -------- ------- Balance at beginning of period $287,060 $303,312 Provision for loan losses 9,000 9,000 Charge-offs - (9,429) Recoveries 40 319 -------- -------- Balance at end of period $296,100 $303,202 ======== ======== - 7 - 10 5. DEPOSITS: Deposits are summarized as follows: MARCH 31, 1996 ------------- Total noninterest-bearing deposits $ 1,762,670 =========== Interest-bearing deposits: Money market demand accounts $ 9,659,942 NOW accounts 7,774,466 Passbook and club accounts 16,469,848 ----------- 33,904,256 ----------- Certificate accounts: Due within one year 29,106,474 Due after one but within three years 11,716,000 Thereafter 5,350,000 ----------- 46,172,474 ----------- Total interest-bearing deposits $80,076,730 =========== Deposits of $100,000 or more $ 6,673,174 =========== 6. INCOME TAXES: The provision for income taxes is as follows: THREE MONTHS ENDED MARCH 31, --------------------------- 1996 1995 ----------- ----------- Federal $29,294 $ 14,240 State 6,632 3,910 ------- ------- $35,926 $18,150 Total income tax expense ======= ======= 7. RELATED PARTY TRANSACTIONS: Certain directors and executive officers of the Bank, including their immediate families and companies in which they are principal owners, are loan customers of the Bank. In management's opinion, such loans are made in the normal course of business and were granted on substantially the same terms and conditions as loans to other individuals and businesses of comparable creditworthiness at the time. Total loans to these persons at March 31, 1996, and December 31, 1995, amounted to $185,206 and $192,018, respectively. - 8 - 11 8. PLAN OF CONVERSION: On February 14, 1996, the Bank's Board of Directors adopted a Plan of Conversion (the Plan) from a federally chartered mutual savings bank to a federally chartered stock savings bank and the issuance of its stock to a to- be-formed holding company, Prestige Bancorp, Inc., a Pennsylvania corporation. The Plan provides that the holding company will offer nontransferable subscription rights to purchase common stock of the holding company. The rights will be offered first to eligible account holders of record, a tax-qualified employee stock ownership plan to be adopted by the Bank, supplemental eligible account holders, certain other depositors and borrowers, and directors, officers and employees. Rights remaining unsold after the subscription offering, if any, will be offered for sale to the public. The costs of issuing the common stock will be deducted from the proceeds of the stock offering. If the offering is unsuccessful for any reason, such costs will be charged to operations. At the date of the conversion, the Bank will establish a liquidation account in an amount equal to retained earnings reflected in the statement of financial condition appearing in the final prospectus. The liquidation account will be maintained for the benefit of eligible savings account holders and supplemental eligible account holders who continue to maintain their accounts at the Bank after the conversion. In the event of a complete liquidation (and only in such event), each eligible savings account holder will be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current adjusted balance of deposit accounts held, before any liquidation distribution may be made with respect to the common shares. Except for the repurchase of stock and payment of dividends by the Bank, the existence of the liquidation account will not restrict the use or further application of such retained earnings. The Bank may not declare or pay a cash dividend on, or repurchase any of its common shares if the effect thereof would cause the Bank's equity to be reduced below either the amount required for the liquidation account or the regulatory capital requirements for insured institutions. The Bank will continue to be regulated by the Office of Thrift Supervision and by the Federal Deposit Insurance Corporation (FDIC), which insures the Bank's deposits. In addition, the Bank will continue to be a member of the Federal Home Loan Bank System and all insured savings deposits will continue to be insured by the FDIC up to the maximum provided by law. 9. SUBSEQUENT EVENT: At a special meeting of the eligible depositors and members of the Bank on June 19, 1996, a vote was held whereby the conversion discussed in the aforementioned footnote was approved. The subscription proceeds, before any conversion expenses, and shares (including 77,041 shares acquired by the Employee Stock Ownership Plan) were $9,630,230 and 963,023, respectively. The closing is expected by the end of the second quarter. - 9 - 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION At March 31, 1996, the Bank's total assets amounted to $93.7 million compared with $91.8 million at December 31, 1995. The $1.9 million or 2.1% increase was primarily due to an increase of $1.0 million or 1.6% in loans receivable and an increase of $2.7 million or 11.9% in investment securities. Such increases were offset in part by a $2.0 million or 46.1% decrease in cash and cash equivalents. Such increase in assets was funded through an increase in deposits of $1.1 million or 1.4% to $81.8 million at March 31, 1996. Equity amounted to $7.1 million or 7.6% of total assets at March 31, 1996, compared to $7.2 million or 7.8% of total assets at December 31, 1995. The decrease in equity of approximately $100,000, during the three-month period, was due to the change in market value of securities available for sale, offset by net income for the period. Such market decline was a result of an increase in interest rates. The Bank's nonperforming assets decreased by $39,000 or 11.2% to $309,000 at March 31, 1996, compared to $348,000 at December 31, 1995. Such decrease was primarily due to collections and payoffs received by the Bank. RESULTS OF OPERATIONS GENERAL--The Bank had net income of $58,000 for the three months ended March 31, 1996, compared to $34,000 for the same period in 1995. The increase in net income was primarily due to an increase in net interest income of $30,000 or 5.0% to $628,000 for the three months ended March 31, 1996, compared with the same period in 1995. Such increase was due to an increase of $157,000 or 11.4% in interest income, which was only partially offset by an increase of $127,000 or 16.3% in interest expense. INTEREST INCOME--The Bank reported interest income of $1.53 million for the three months ended March 31, 1996, compared to $1.38 million for the same period in 1995. The increase in interest income was primarily due to an increase in interest income on loans as a result of increased origination activity and increased pricing on adjustable rate loans, as well as an increase in the average yield earned on interest-earning assets, primarily investment securities and mortgage-backed securities, from 6.48% for the three months ended March 31, 1995, to 6.85% for the three months ended March 31, 1996. INTEREST EXPENSE--The increase in interest expense was due to an increase in deposits and the increase in the average cost of interest-bearing liabilities from 3.91% for the three months ended March 31, 1995, to 4.30% for the three months ended March 31, 1996. Such increase was primarily due to an increase in rates offered by the Bank on certain deposit products to respond to rates offered by other financial institutions in its market area. In addition, a portion of the Bank's deposit base shifted from core deposit accounts to higher interest-bearing certificates of deposit. At March 31, 1996, core deposit accounts and certificates of deposit accounted for approximately 43.6% and 56.4% of total deposits, respectively, compared to 47.2% and 52.8% of total deposits, respectively, at March 31, 1995. The 39 basis point increase - 10 - 13 in the average rate paid on interest-bearing liabilities more than offset the 37 basis point increase in average yield earned on interest-earning assets for the three months ended March 31, 1996, compared to the three months ended March 31, 1995, resulting in a decrease in the average interest rate spread from 2.57% for the three months ended March 31, 1995, to 2.55% for the comparable 1996 period. PROVISION FOR LOAN LOSSES--During the three months ended March 31, 1996 and 1995, the Bank recorded a provision for losses on loans of $9,000 and $9,000, respectively. The Bank recorded such provisions to adjust the Bank's allowance for loan losses to a level deemed appropriate based upon an assessment of the volume and type of lending presently being conducted by the Bank, industry standards and economic conditions in the Bank's market area. OTHER INCOME--Other income increased to $70,000 for the three months ended March 31, 1996, compared to $30,000 for the three months ended March 31, 1995. Such increase was primarily due to additional mortgage applications and, conversely, during the first quarter of 1995, the Bank recognized a loss of $28,000 on the sale of its previous Mt. Oliver branch building. OTHER EXPENSES--Other expenses increased $28,000 to $595,000 for the three months ended March 31, 1996, compared to $567,000 for the same period in 1995. Such increase was primarily due to the expenses related to increased employees, increases in salary and increases in benefit costs. INCOME TAXES--The Bank incurred a provision for income taxes of $36,000 and $18,000 for the three months ended March 31, 1996 and 1995, respectively. Such increase was primarily due to increased income. LIQUIDITY AND CAPITAL RESOURCES The Bank's primary sources of funds are deposits, repayments, prepayments and maturities of outstanding loans and mortgage-backed securities, maturities of investment securities and other short-term investments, and funds provided from operations. While scheduled loan and mortgage-backed securities repayments and maturing investment securities and short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by the movement of interest rates in general, economic conditions and competition. The Bank manages the pricing of its deposits to maintain a deposit balance deemed appropriate and desirable by its Board of Directors. In addition, the Bank invests in short-term, interest-earning assets which provides liquidity to meet lending requirements. At March 31, 1996, the Bank had $3.0 million of outstanding advances from the Federal Home Loan Bank (FHLB) of Pittsburgh. Additionally, the Bank has a revised revolving credit commitment from the FHLB of Pittsburgh of $6.5 million, all of which remained available for borrowing at March 31, 1996. During the three months ended March 31, 1996 and 1995, the Bank's operating activities used net cash of approximately $7,000 and provided net cash of approximately $24,000, respectively. The primary reason for this change was the decrease in other liabilities of approximately $113, 000 offset by an increase in income taxes payable and net income of approximately $53,000 and $24,000, respectively. - 11 - 14 Net cash used by investing activities was approximately $2.3 million more between years for the first quarter. During the first quarter of 1996, the Bank originated approximately $1.0 million in new loans in excess of principal payments received on existing loans. This was approximately $300,000 greater than in 1995. Also during the first quarter of 1996, the Bank purchased $3.5 million of investment securities available for sale while $1.0 million of held to maturity investment securities matured. Conversely, during the first quarter of 1995, the Bank's purchase of securities nearly equaled its proceeds from maturities of securities. Net cash provided by financing activities for the first quarter was approximately $1.0 million, attributable to increases in both core deposits and certificates of deposit, offset by expenses paid relating to the conversion. During the same period last year, the Bank experienced a $1.2 million decrease in core deposits and a $2.7 million increase in certificates of deposit, which was in part due to a shifting among deposit products. The increase in deposits, as well as some of the existing cash held in interest-bearing accounts as of the beginning of the year, was the primary source of funds for the Bank's additional investments in available for sale securities and net new loans. While the Bank was able to fund these loans with available cash, during the second quarter, as loan commitments are funded along with other loan applications received during the second quarter, which may be approved, borrowings will probably be necessary from the FHLB of Pittsburgh. As of March 31, 1996, the Bank's regulatory capital was in excess of all applicable regulatory requirements. At March 31, 1996, the Bank's tangible, core and risk-based capital ratios amounted to 7.76%, 7.76% and 18.93%, respectively, compared to regulatory requirements of 1.50%, 4.00% and 8.00%, respectively. - 12 - 15 PRESTIGE BANCORP, INC. PART II Item 1. LEGAL PROCEEDINGS Neither the Corporation nor the Bank is involved in any pending legal proceedings other than nonmaterial legal proceedings occurring in the ordinary course of business. 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 None. - 13 - 16 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. PRESTIGE BANCORP, INC. Dated: June 27, 1996 By: /S/ ROBERT S. ZYLA ----------------------------- Robert S. Zyla, President Dated: June 27, 1996 By: /S/ JAMES M. HEIN ----------------------------- James M. Hein, Controller - 14 -