<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(X)      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

( )      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE TRANSITION REPORT FROM            TO
                                                    ----------    ----------

                        Commission file number 333-70231

                             SunCoast Bancorp, Inc.
        (Exact name of small business issuer as specified in its charter)


                 Florida                                     65-0827141
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                      Identification No.)


                        8592 Potter Park Drive, Suite 200
                               Sarasota, FL 34238
                    (Address of principal executive offices)

                                  941-923-0500
                           (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant, as required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X   No
                                                             ---    ---


State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.

<TABLE>
<CAPTION>
         Class                              Outstanding as of November 5, 1999
         -----                              ----------------------------------
         <S>                                <C>
         Common Stock, $.01 par value       700,000
</TABLE>

Transitional Small Business Disclosure Format:  Yes         No   X
                                                    ---         ---





<PAGE>   2






                      SUNCOAST BANCORP, INC. AND SUBSIDIARY

                                      INDEX


PART I - FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<S>      <C>      <C>                                                                     <C>
                  Condensed Consolidated Balance Sheets -
                  At September 30, 1999 and At December 31, 1998........................   1

                  Condensed Consolidated Statements of Operations -
                  Three Months ended September 30, 1999 and 1998 (unaudited)............   2

                  Condensed Consolidated Statements of Operations -
                  Nine Months ended September 30, 1999 and 1998 (unaudited).............   3

                  Condensed Consolidated Statement of Stockholder's Equity (Deficit)
                  Nine Months ended September 30, 1999 (unaudited)......................   4

                  Condensed Consolidated Statements of Cash Flows -
                  Nine Months ended September 30, 1999 and 1998 (unaudited).............   5

                  Notes to Condensed Consolidated Financial Statements (unaudited) ..... 6-8

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS............................................. 9-10

PART II - OTHER INFORMATION

         Item 4.  Submission of Matters to a Vote of Security Holders...................  11

         Item 6.  Exhibits and Reports on Form 8-K......................................  11

SIGNATURES..............................................................................  11

EXHIBIT INDEX...........................................................................  11
</TABLE>

<PAGE>   3


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

                      SUNCOAST BANCORP, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                          September 30, 1999      December 31, 1998
                                                                          ------------------      -----------------
ASSETS                                                                        (Unaudited)

<S>                                                                       <C>                     <C>
Cash and due from banks                                                       $   202,280             $   4,774
Federal funds sold                                                              1,530,000                    --
                                                                              -----------             ---------

              Total cash and cash equivalents                                   1,732,280                 4,774

Securities available for sale                                                   5,332,371                    --

Loans                                                                              92,273                    --
Less allowance for loan losses                                                     (1,153)                   --
                                                                              -----------             ---------

Net loans                                                                          91,120                    --

Deferred offering costs                                                                --                48,059
Premises and equipment, net                                                       563,793                 1,410
Deferred tax asset                                                                151,325                    --
Accrued interest & other assets                                                   100,462                16,477
                                                                              -----------             ---------

              Total assets                                                    $ 7,971,352             $  70,720
                                                                              ===========             =========


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Deposits:
  Non-interest bearing                                                        $   101,169             $      --
  Interest bearing                                                              1,672,060                    --
                                                                              -----------             ---------

              Total deposits                                                    1,773,229                    --
Accounts payable                                                                   51,423                53,911
Loans payable                                                                          --               101,188
Accrued interest & other liabilities                                                1,452                 1,441
                                                                              -----------             ---------
              Total liabilities                                                 1,826,104               156,539
                                                                              -----------             ---------

Shareholders' equity (deficit):
  Preferred stock, par value $.01 per share,
     3,000,000 shares authorized; no shares
     issued and outstanding                                                            --                    --
  Common stock, par value $.01 per share,                                           7,000                     0
     10,000,000 shares authorized; 700,000 shares
     issued and outstanding
  Additional paid-in capital                                                    6,393,888                     1
  Accumulated Deficit                                                            (252,209)              (85,821)
  Accumulated other comprehensive income (loss)                                    (3,431)                   --
                                                                              -----------             ---------

              Total shareholders' equity (deficit)                              6,145,248               (85,820)
                                                                              -----------             ---------

              Total liabilities and shareholders' equity (deficit)            $ 7,971,352             $  70,720
                                                                              ===========             =========
</TABLE>


See accompanying notes to condensed consolidated financial statements




                                       1
<PAGE>   4


                      SUNCOAST BANCORP, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                               Three months ended September 30
                                               -------------------------------
                                                   1999                 1998
                                                   ----                 ----

 <S>                                           <C>                    <C>
 Interest income:
     Interest and fees on loans                 $     173             $     --
     Interest on securities                        45,171                   --
     Interest on federal funds sold                 7,909                   --
     Interest other                                    --                   --
                                                ---------             --------

 Total interest income                             53,253                   --
                                                ---------             --------
 Interest expense:
     Interest on deposits                           3,002                   --
     Interest other                                 2,171                  527
                                                ---------             --------
 Total interest expense                             5,174                  527
                                                ---------             --------

 Net interest income (loss)                        48,079                 (527)

 Provision for loan losses                          1,153                   --
                                                ---------             --------

 Net interest income (loss) after
     Provision for loan losses                     46,926                 (527)
                                                ---------             --------

 Non-interest expense:
     Salaries and benefits                        120,817               12,000
     Occupancy and equipment expense               27,393               12,420
     Other expense                                 93,461               26,246
                                                ---------             --------

 Total non-interest expense                       241,671               50,666
                                                ---------             --------

 Loss before income tax benefit                  (194,745)             (51,193)
                                                ---------             --------

 Income tax benefit                               151,325                   --
                                                ---------             --------

 Net Loss                                       $ (43,420)            $(51,193)
                                                ---------             --------

 Other comprehensive income (loss)                 (3,431)                  --
                                                ---------             --------

 Comprehensive income (loss)                    $ (46,851)            $(51,193)
                                                =========             ========

 Net loss per share                             $   (0.07)            $(51,193)
                                                =========             ========

 Average shares outstanding                       608,697                    1
                                                =========             ========
</TABLE>


See accompanying notes to condensed consolidated financial statements



                                       2
<PAGE>   5





                      SUNCOAST BANCORP, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                              Nine months ended September 30,
                                              -------------------------------
                                                  1999                 1998
                                                  ----                 ----
<S>                                           <C>                    <C>
Interest income:
    Interest and fees on loans                 $     173             $     --
    Interest on securities                        45,171                   --
    Interest on federal funds sold                 7,909                   --
    Interest other                                    --                   --
                                               ---------             --------

Total interest income                             53,253                   --
                                               ---------             --------
Interest expense:
    Interest on deposits                           3,002                   --
    Interest other                                16,263                  527
                                               ---------             --------
Total interest expense                            19,265                  527
                                               ---------             --------

Net interest income (loss)                        33,988                 (527)

Provision for loan losses                          1,153                   --
                                               ---------             --------

Net interest income (loss) after
    Provision for loan losses                     32,835                 (527)
                                               ---------             --------

Non-interest expense:
    Salaries and benefits                        190,192               20,000
    Occupancy and equipment expense               33,885               12,420
    Other expense                                126,471               35,152
                                               ---------             --------

Total non-interest expense                       350,548               67,572
                                               ---------             --------

Loss before income tax benefit                  (317,713)             (68,100)
                                               ---------             --------

Income tax benefit                               151,325                   --
                                               ---------             --------

Net loss                                        (166,388)             (68,100)
                                               ---------             --------

Other comprehensive income (loss)                 (3,431)                  --
                                               ---------             --------

Comprehensive income (loss)                    $(321,144)            $(68,100)
                                               =========             ========

Net loss per share                             $   (0.81)            $(68,100)
                                               =========             ========

Average shares outstanding                       205,128                    1
                                               =========             ========
</TABLE>


See accompanying notes to condensed consolidated financial statements




                                       3
<PAGE>   6


                      SunCoast Bancorp, Inc. and Subsidiary
       Condensed Consolidated Statement of Stockholders' Equity (Deficit)
                  For the Nine Months Ended September 30, 1999

<TABLE>
<CAPTION>
                                                                                                                        Total
                                                                     Additional                 Accumulated Other   Stockholders'
                                                Preferred  Common      Paid-In     Accumulated    Comprehensive        Equity
                                                  Stock    Stock       Capital       Defecit       Income (Loss)     (Deficit)
                                                  -----    -----       -------       -------       -------------     ---------

<S>                                             <C>        <C>       <C>           <C>          <C>                 <C>
Balance at December 31, 1998 (unaudited)          $  --        --            --      (85,821)            --           (85,821)

Common stock issuance (700,000 shares)
         net of stock issuance costs of
         $599,112 (unaudited)                        --     7,000     6,393,888           --             --         6,400,888

Accumulated other comprehensive income (loss)        --        --            --           --         (3,431)           (3,431)
         (unaudited)

Net Loss (unaudited)                                 --        --            --     (166,388)            --          (166,388)
                                                  ---------------------------------------------------------------------------
Balance at September 30, 1999 (unaudited)         $  --     7,000     6,393,888     (252,209)        (3,431)        6,145,248
                                                  ===========================================================================
</TABLE>

See accompanying notes to condensed consolidated financial statements







                                       4
<PAGE>   7


                      SUNCOAST BANCORP, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                           Nine months ended September 30,
                                                           ------------------------------
                                                                1999             1998
                                                                ----             ----

<S>                                                        <C>                  <C>
Cash flows from operating activities:
   Net loss                                                $   (166,388)        $(68,100)
   Adjustments to reconcile net loss to net
       cash used in operating activities:
       Depreciation                                               7,886               --
       Provision for loan losses                                  1,153               --
       Credit for deferred income taxes                        (151,325)
       (Increase) Decrease in deferred
          offering costs                                         48,059               --
       (Increase) Decrease in accrued interest
         and other assets                                       (83,984)              --
       Increase (Decrease) in accrued interest
         and other liabilities                                   (2,477)              --
                                                           ------------         --------

   Total adjustments                                           (180,688)              --
                                                           ------------         --------

Net cash used in operating activities                          (347,076)         (68,100)
                                                           ------------         --------

Cash flow from investing activities:
   Net increase in loans                                        (92,273)              --
   Purchase of securities available for sale                (10,822,965)              --
   Maturity of securities available for sale                     44,874               --
   Sale of securities available for sale                      5,442,289               --
   Purchase of premises and equipment                          (570,271)              --
                                                           ------------         --------
Net cash used in investing activities                        (5,998,346)              --
                                                           ------------         --------

Cash flow from financing activities:
   Net increase in demand, savings, NOW, and money-
   market deposits                                            1,525,729               --
   Net increase in time deposits                                247,500               --
   Net proceeds (retirement) of common stock                         --               --
   Payments on loans payable                                   (674,525)              --
   Proceeds from short-term financing                           573,337           80,000
   Net Proceeds on issuance of common stock                   6,400,888               --
                                                           ------------         --------
Net cash provided by financing activities                     8,072,929           80,000
                                                           ------------         --------

Increase (Decrease) in cash and cash equivalents              1,727,507           11,900

Cash and cash equivalents, beginning of period                    4,774               --
                                                           ------------         --------

Cash and cash equivalents, end of period                   $  1,732,280         $ 11,900
                                                           ============         ========

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                $     18,560         $    527
                                                           ============         ========
</TABLE>


See accompanying notes to condensed consolidated financial statements







                                       5
<PAGE>   8



                      SUNCOAST BANCORP, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(1)      DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
         GENERAL. SunCoast Bancorp, Inc. ("SUNB") was incorporated on April 1,
         1998. SUNB owns 100% of the outstanding common stock of SunCoast
         National Bank ("Bank") (collectively the "Company"). SUNB was organized
         simultaneously with the Bank and its only business is the ownership and
         operation of the Bank. The Bank is a nationally chartered commercial
         bank and its deposits are insured by the Federal Deposit Insurance
         Corporation. The Bank opened for business on September 7, 1999 and
         provides community banking services to businesses and individuals in
         Sarasota, Florida. The Company's fiscal year end is December 31.

         In the opinion of the management of the Company, the accompanying
         condensed consolidated financial statements contain all adjustments
         (consisting principally of normal recurring accruals) necessary to
         present fairly the financial position at September 30, 1999, the
         results of operations for three- and nine-month periods ended September
         30, 1999 and 1998 and cash flows for the nine-month periods ended
         September 30, 1999 and 1998. The results of operations for the three
         and nine months ended September 30, 1999 are not necessarily indicative
         of the results to be expected for the year ending December 31, 1999.

         BASIS OF PRESENTATION. The accompanying condensed consolidated
         financial statements of the Company include the accounts of SUNB and
         the Bank. All significant intercompany accounts and transactions have
         been eliminated in consolidation. The accounting and reporting
         practices of the Company conform to generally accepted accounting
         principles and to general practices within the banking industry.

         ESTIMATES. The preparation of financial statements in conformity with
         generally accepted accounting principles requires management to make
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenues and expenses during the reporting period. Actual results could
         differ from those estimates.

         SECURITIES. Securities may be classified as either trading, held to
         maturity or available for sale. Trading securities are held principally
         for resale and recorded at their fair values. Unrealized gains and
         losses on trading securities are included immediately in earnings.
         Held-to-maturity securities are those, which the Company has the
         positive intent and ability to hold to maturity, and are reported at
         amortized cost. Available-for-sale securities consist of securities not
         classified as trading securities or as held-to-maturity securities.
         Unrealized holding gains and losses, net of tax, on available-for-sale
         securities are reported as a net amount in a separate component of
         stockholders' equity until realized. Gains and losses on the sale of
         available-for-sale securities are determined using the
         specific-identification method. Premiums and discounts on securities
         available for sale are recognized in interest income using the interest
         method over the period to maturity.






                                       6
<PAGE>   9


                      SUNCOAST BANCORP, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(1)      DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
         CONTINUED

         LOANS RECEIVABLE. Loans receivable that management has the intent and
         ability to hold for the foreseeable future or until maturity or pay-off
         are reported at their outstanding principal adjusted for any
         charge-offs, the allowance for loan losses, and any deferred fees or
         costs on originated loans.

         Loan origination fees and certain direct origination costs are
         capitalized and recognized as an adjustment of the yield of the related
         loan.

         The accrual of interest on impaired loans is discounted when, in
         management's opinion, the borrower may be unable to meet payments as
         they become due. When interest accrual is discontinued, all unpaid
         accrued interest is reversed. Interest income is subsequently
         recognized only to the extent cash payments are received.

         The allowance for loan losses is increased by charges to income and
         decreased by charge-offs (net of recoveries). Management's periodic
         evaluation of the adequacy of the allowance is based on the Company's
         past loan loss experience, known and inherent risks in the portfolio,
         adverse situations that may affect the borrower's ability to repay, the
         estimated value of any underlying collateral, and current economic
         conditions.

         PREMISES AND EQUIPMENT. Premises and equipment are stated at cost less
         accumulated depreciation. Depreciation expense is computed on the
         straight-line basis over the estimated useful life of each type of
         asset.

         INCOME TAXES. Deferred tax assets and liabilities are reflected at
         currently enacted income tax rates applicable to the period in which
         the deferred tax assets or liabilities are expected to be realized or
         settled. As changes in tax laws or rates are enacted, deferred tax
         assets and liabilities are adjusted through the provision for income
         taxes. Note: An income tax benefit was booked in the third quarter
         of 1999. The income tax credit represents the total benefit for
         losses incurred in 1998 and 1999 to date.

         ORGANIZATIONAL AND PREOPENING COSTS. Organizational and preopening
         costs totaled $351,700 and were charged to expense as incurred.

         OFF-BALANCE-SHEET INSTRUMENTS. In the ordinary course of business the
         Company has entered into off-balance-sheet financial instruments
         consisting of commitments to extend credit. Such financial instruments
         are recorded in the financial statements when they are funded.

         ADVERTISING.  The Company expenses all media advertising as incurred.

         LOSS PER SHARE. Basic and diluted loss per share have been computed on
         the basis of the weighted-average number of shares of common stock
         outstanding during the period.






                                       7
<PAGE>   10

                      SUNCOAST BANCORP, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(1)      DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
         CONTINUED

         FUTURE ACCOUNTING REQUIREMENTS. Financial Accounting Standards 133 -
         Accounting for Derivative Investments and Hedging Activities requires
         companies to record derivatives on the balance sheet as assets or
         liabilities, measured at fair value. Gains or losses resulting from
         changes in the values of those derivatives would be accounted for
         depending on the use of the derivatives and whether they qualify for
         hedge accounting. The key criterion for hedge accounting is that the
         hedging relationship must be highly effective in achieving offsetting
         changes in fair value or cash flows. The Company will be required to
         adopt this Statement January 1, 2001. Management does not anticipate
         that this Statement will have a material impact on the Company.

(2)      LOAN IMPAIRMENT AND LOAN LOSSES. No loans were identified as impaired
         at September 30, 1999. The activity in the allowance for loan losses is
         as follows:

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED        NINE MONTHS ENDED
                                                  SEPTEMBER 30             SEPTEMBER 30
                                                  ------------             --------------
                                                1999         1998         1999         1998
                                               ------       ------       ------       ------

         <S>                                  <C>           <C>          <C>          <C>
         Balance at beginning of period        $   --          --        $   --          --
         Provision charged to earnings          1,153          --         1,153          --
                                               ------        ----        ------        ----

         Balance at end of period              $1,153                    $1,153
                                               ======        ====        ======        ====
</TABLE>

(3)      REGULATORY MATTERS. Banking laws and regulations limit the amount of
         dividends that may be paid by the Bank. The FDIC requires insured banks
         to maintain certain specified levels of capital.

         LEVERAGE-CAPITAL RATIO. The FDIC requires banks to maintain a minimum
         leverage-capital ratio of Tier I (as defined) to total assets. The
         leverage-capital ratio generally ranges from 3% to 5% based on the
         bank's rating under the regulatory rating system. The Bank's required
         leverage-capital ratio at September 30, 1999 was 4%.

         RISK-WEIGHTED ASSETS CAPITAL RATIOS. The FDIC has also adopted a
         risk-based capital statement of policy which imposes an additional
         capital standard on insured banks. Under this regulation, a bank must
         classify its assets and certain off-balance sheet activities into
         categories, and maintain specified levels of capital for each category.
         The amount of capital that is required is dependent upon the amount of
         risk attributed to each category by the FDIC. A bank must have a total
         risk-based capital ratio of no less than 8% and a Tier I capital to
         risk-weighted assets ratio of no less than 4%. Under the statement of
         policy, certain assets are required to be deducted from risk-based
         capital. Such assets include certain nonqualifying intangible assets,
         unconsolidated banking and finance subsidiaries, investments in
         securities subsidiaries and reciprocal holdings of capital instruments
         with other banks. In addition, the FDIC may consider deducting other
         assets on a case-by-case basis or investments in other subsidiaries on
         a case-by-case basis or based on the general characteristics or
         functional nature of the subsidiaries.

         At September 30, 1999, the Bank was in compliance with all regulatory
         capital requirements.





                                       8
<PAGE>   11
                      SUNCOAST BANCORP, INC. AND SUBSIDIARY

                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

GENERAL

         SunCoast Bancorp, Inc. ("SUNB"), which was incorporated on April 1,
         1998, owns 100% of the outstanding common stock of SunCoast National
         Bank ("Bank") (collectively the "Company"). SUNB's only business is the
         ownership and operation of the Bank. The Bank is a nationally chartered
         commercial bank and its deposits are insured by the Federal Deposit
         Insurance Corporation. The Company's fiscal year end is December 31.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary source of cash during the nine months ended
         September 30, 1999 was from the net proceeds from the sale of common
         stock of $6.4 million and net deposit inflows of $1.7 million. Cash was
         used primarily to purchase securities of $5.3 million, fund loans
         totaling $92,000 and repay borrowings of $650,000. At September 30,
         1999, the Bank exceeded its regulatory liquidity requirements.

COMMON STOCK OFFERING

         On July 13, 1999, SUNB sold 700,000 shares of common stock at $10 per
         share in a public offering providing net proceeds of approximately $6.4
         million after deducting underwriters discounts and offering costs.

RESULTS OF OPERATIONS:

         GENERAL. Net losses for the three and nine months ended September 30,
         1999 was $(194,745) and $(317,713), respectively. The Bank commenced
         operations on September 7, 1999. A discussion of operating results at
         September 30, 1999, or for the three and nine months ended September
         30, 1999 and 1998 would not be meaningful. At September 30, 1999, the
         Company had not achieved the asset size to operate profitably.









                                       9
<PAGE>   12




                      SUNCOAST BANCORP, INC. AND SUBSIDIARY


YEAR 2000 ISSUES

The Company is acutely aware of the many areas affected by the Year 2000
computer issue, as addressed by the Federal Financial Institutions Examination
Council ("FFIEC") in its interagency statement which provided an outline for
institutions to effectively manage the Year 2000 challenges. A Year 2000 plan
has been approved by the Board of Directors which includes multiple phases,
tasks to be completed, and target dates for completion. Issues addressed therein
include awareness, assessment, renovation, validation, implementation, testing,
and contingency planning.

The Company has formed a Year 2000 committee that is charged with the oversight
of completing the Year 2000 project on a timely basis. At the present time, the
Company has completed all phases of its Year 2000 project including the
development and testing of its business resumption contingency plan. Since it
routinely upgrades and purchases technologically advanced software and hardware
on a continual basis, the Company has determined that the cost of making
modifications to correct any Year 2000 issues will not substantially affect
reported operating results.

The main service provider has completed testing of its mission critical
application software and item processing software. The test results have been
documented and validated.

The Company also recognizes the importance of determining that its borrowers are
facing the Year 2000 problem in a timely manner to avoid deterioration of the
loan portfolio solely due to this issue. Significant relationships have been
identified and questionnaires have been completed to assess the inherent risks.
Deposit customers have been questioned about special funding needs at year end.
The Company plans to be prepared on a one-on-one basis with significant
borrowers who have been identified as having high Year 2000 risk exposure.

There can be no assurances that all hardware and software that the Company will
use will be Year 2000 compliant. Management cannot predict the amount of
financial difficulties it may incur due to customers and vendors inability to
perform according to their agreements with the Company or the effects that other
third parties may cause as a result of this issue. Therefore, there can be no
assurance that the failure or delay of others to address the issue or that the
costs involved in such process will not have a significant adverse effect on the
Company's business, financial condition, and results of operations.

As stated previously, the contingency plans relative to Year 2000 issues have
been developed and tested. The plans will remain under discussion and review for
the remainder of the year. Revisions will be made should the need arise.
Management has developed a "worst case scenario" contingency plan. With regards
to nonmission critical internal systems, the Company's contingency plans are to
replace and/or upgrade those systems that test as being noncompliant.
Alternatively, some systems could be handled manually on an interim basis.
Should outside service providers not be able to provide compliant systems, the
Company will terminate those relationships and transfer to other vendors. It is
anticipated that the Company's deposit customers will have increased demands for
cash in the latter part of 1999 and correspondingly the Company will maintain
higher liquidity levels.









                                       10
<PAGE>   13


PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

         During the third quarter, there were no matters submitted to a vote of
         security holders


Item 6.  Exhibits and Reports on Form 8-K

a.       Exhibits

27       Financial Data Schedule (for SEC use only).

b.       Reports on Form 8-K

         The Company did file a Current report on Form 8-K during the quarter
         ended September 30, 1999. The Company filed the 8-K report as a result
         of a change in the Company's external auditors.


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.


Date:    November 5, 1999           /s/ John S. Wilks
                                    --------------------------------------
                                    John S. Wilks
                                    Chief Financial Officer


Date:    November 5, 1999           /s/ John T. Stafford
                                    --------------------------------------
                                    John T. Stafford
                                    President and Chief Executive Officer


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number
-------
<S>      <C>
27       Financial Data Schedule (for SEC use only).
</TABLE>










                                       11