Empire Federal Bancorp, Inc.
Ticker:EFBC 123 South Main Street
Exchange:NASDAQ-National Market Livingston, MT 59047
Industry:Financial (SIC Code 6035) (406) 222-1981

Offering Information
Type of Shares:Common Shares Filing Date:9/25/96
U.S. Shares:2,592,100 Offer Date:1/23/97
Non-U.S. Shares:0 Filing Price:$10.00
Primary Shares:2,592,100 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.33
Offering Amount: $25,921,000 Selling:
Expenses: - Reallowance:
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Charles Webb & CompanyLead Manager (614) 766-8400

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 9/30/96 9/30/95 9/30/96
Revenue:$7.18$2.18$1.83Assets:$87.47
Net Income:$0.63$0.21-$0.10Curr Assets:
EPS:Liabilities:$71.41
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$16.06
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The Holding company is a Delaware corporation organized in September 1996 at the direction of the Association to acquire all of the capital stock that the Association will issue upon its conversion from the mutual to stock form of ownership. The Holding company has not engaged in any significant business to date. The Holding company has received OTS approval to become a savings and loan holding company and to acquire 100% of the capital stock of the Association. Immediately following the Conversion, the only significant assets of the Holding company will be the outstanding capital stock of the Association, that portion of the net proceeds of the Offering permitted by the OTS to be retained by the Holding company and a note receivable from the ESOP evidencing a loan from the Holding company to fund the Association's ESOP. The Holding Company has applied for approval from the OTS to retain 50% of the net proceeds of the Offerings, which will be used for general business activities, including a loan by the Holding Company directly to the ESOP to enable the ESOP to purchase 8% of the Common Stock issued in the Conversion.

Competition
The Association operates in a very competitive market for the attraction of savings deposits and in the origination of loans. Historically, its most direct competition for savings deposits has come from commercial banks, thrift institutions and credit unions operating in its market area. Some of these commercial banks are subsidiaries of large regional holding companies having vastly greater resources than the Association at their disposal. At June 30, 1996, there were 14 commercial banks, two thrift institutions and two credit unions in Park, Gallatin and Sweet Grass Counties. Particularly in times of high market interest rates, and the Association has faced competition for investors' funds from short-term money market securities and corporate and U.S. Government securities. The Association competes for loan origination with mortgage bankers, thrift institutions, credit unions and commercial banks. Such competition for deposits and loans may limit the Association's future growth and earnings prospects.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes.

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