Market Financial Corporation
Ticker:MRKF 7522 Hamilton Avenue
Exchange:Over-the-Counter Market Mount Healthy, OH 45231
Industry:Financial (SIC Code 6036) (513) 521-9772

Offering Information
Type of Shares:Common Shares Filing Date:8/16/96
U.S. Shares:1,161,500 Offer Date:4/4/97
Non-U.S. Shares:0 Filing Price:$10.00
Primary Shares:1,161,500 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.49
Offering Amount: $11,615,000 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
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/95 6/30/96 6/30/95 6/30/96
Revenue:$3.19$2.48$2.38Assets:$46.26
Net Income:$0.47$0.30$0.38Curr Assets:
EPS:Liabilities:$38.73
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$7.53
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a mutual savings and loan association organized under Ohio law in 1883 under the name "The Court Street Market Building and Saving Company." In 1926, the company adopted its current name. In 1960, the Hilltop Savings and Loan Company of Mt. Healthy, Ohio, was merged into the company. The Cleves-North Bend Building and Loan Company of North Bend, Ohio, was merged into the company in 1994. The principal business of the company is the origination of permanent mortgage loans secured by first mortgages on one-to four-family residential real estate located in Hamilton County, Ohio, the company's primary market area. The company also originates a limited number of loans for the construction of one-to four-family residences and permanent mortgage loans secured by multifamily real estate and nonresidential real estate in its market area. In addition to real estate lending, the company originates a limited number of loans secured by deposits at the company.

Competition
The company competes for deposits with other savings and loan associations, savings banks, commercial banks and credit unions and with issuers of commercial paper and other securities, including shares in money market mutual funds. The primary factors in competition for deposits are customer service and convenience of office location. In making loans, the company competes with other savings associations, savings banks, commercial banks, mortgage brokers, consumer finance companies, credit unions, leasing companies and other lenders. The company competes for loan originations primarily through the interest rates and loan fees it charges and through the efficiency and quality of services it provides to borrowers. Competition is intense and is affected by, among other things, the general availability of lendable funds, general and local economic conditions, current interest rate levels and other factors which are not readily predictable. The company does not offer all of the products and services offered by some of its competirors, particularly commercial banks.

Use of Proceeds
The proceeds from the proposed offering will be used to fund the transition from a mutual to a stock bank holding company.

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