<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                    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               September 30, 2000
                              --------------------------------------------------

                                       OR
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the Transition period from                    to
                               ------------------    -------------------


                                  COMBANC, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                        34-1853493
--------------------------------------------------------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)


230 E. Second St., P. O. Box 429, Delphos, Ohio                          45833
--------------------------------------------------------------------------------
  (Address of principal executive offices)                            (Zip Code)


                                 (419) 695-1055
--------------------------------------------------------------------------------
              (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 X   No
                                             ---    ---

       Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date: 2,328,776 shares of the Bank's
common stock (no par value) were outstanding as of October 31, 2000.



















                                  Page 1 of 14
<PAGE>   2
                          COMBANC, INC. AND SUBSIDIARY

                          SEPTEMBER 30, 2000 FORM 10-Q

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                       Page
<S>           <C>                                                                                                      <C>
PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

              Condensed Consolidated Balance Sheet                                                                       3

              Condensed Consolidated Statement of Income                                                                 4

              Condensed Consolidated Statement of Cash Flows                                                             6

              Notes to Condensed Consolidated Financial Statements                                                       7

Item 2. Management's Discussion and Analysis of Financial Condition                                                      8
                  and Results of Operations

Item 3. Quantitative and Qualitative Disclosures about Market Risk                                                      11

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                                                               12

Item 6. Exhibits and Reports on Form 8-K                                                                                12

SIGNATURES                                                                                                              13
</TABLE>

















                                       2
<PAGE>   3
                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                ($ in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                          September 30,      December 31,
                           ASSETS                                                             2000               1999
                           ------                                                         -------------      -------------
<S>                                                                                     <C>               <C>
Cash and Due from Banks                                                                 $        4,776     $       7,457
Federal Funds Sold                                                                                  48                83
                                                                                          -------------     -------------
        Cash and Cash Equivalents                                                                4,824             7,540
Investment Securities -
    Available for Sale                                                                          44,882            46,067
Loans                                                                                          169,138           161,958
Allowance for Loan Losses                                                                       (1,272)           (1,832)
                                                                                          -------------     -------------
        Net Loans                                                                              167,866           160,126
Premises and Equipment                                                                           2,387             2,331
Other Assets                                                                                     2,963             2,484
                                                                                          -------------     -------------
        Total Assets                                                                    $      222,922     $     218,548
                                                                                          =============     =============

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Deposits -
    Noninterest Bearing                                                                 $       14,726    $       16,437
    Interest Bearing                                                                           157,774           153,283
                                                                                          -------------     -------------
        Total Deposits                                                                         172,500           169,720
Other Liabilities                                                                                4,660             3,352
Short Term Borrowings                                                                           11,973            15,459
Long Term Debt                                                                                  10,355             7,544
                                                                                          -------------     -------------
        Total Liabilities                                                                      199,488           196,075
                                                                                          -------------     -------------

Commitments and Contingent Liabilities
Shareholders' Equity -
    Common Stock - No Par Value
    5,000,000 shares authorized, 2,376,000 issued
        and 2,328,776 outstanding                                                                1,237             1,237
    Capital Surplus                                                                              1,513             1,513
    Retained Earnings                                                                           21,905            20,834
    Accumulated Other Comprehensive Loss                                                          (298)             (533)
    Treasury Stock - 47,224 and 27,000 shares at cost                                             (923)             (578)
                                                                                          -------------     -------------
        Total Shareholders' Equity                                                              23,434            22,473
                                                                                          -------------     -------------
        Total Liabilities and Shareholders' Equity                                      $      222,922    $      218,548
                                                                                          =============     =============
</TABLE>

The accompanying notes are an integral part of the condensed consolidated
financial statements.






                                       3
<PAGE>   4
                           COMBANC, INC AND SUBSIDIARY
                                  DELPHOS, OHIO

                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                     ($ in thousands, except per share data)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                            September 30,
                                                                               ----------------------------------------

                                                                                     2000                  1999
                                                                               -----------------     ------------------
<S>                                                                          <C>                   <C>
Interest Income:
    Interest and Fees on Loans                                               $            3,684    $             3,216
    Interest and Dividends on Investments -
        Taxable                                                                             510                    466
        Tax-Exempt                                                                          151                    165
        Equity Securities                                                                    55                     11
    Interest on Federal Funds Sold                                                            2                      3
    Interest on Balances due from Depository Institutions                                     1                      -
                                                                               -----------------     ------------------
            Total Interest Income                                                         4,403                  3,861
                                                                               -----------------     ------------------

Interest Expense:
    Interest on Deposits                                                                  1,800                  1,567
    Interest on Short-term Borrowings                                                       353                    164
    Interest on Long-Term Debt                                                              107                     30
                                                                               -----------------     ------------------
            Total Interest Expense                                                        2,260                  1,761
                                                                               -----------------     ------------------
            Net Interest Income                                                           2,143                  2,100
    Provision for Loan Losses                                                               105                     90
                                                                               -----------------     ------------------
Net Interest Income after Provision for
    Loan Losses                                                                           2,038                  2,010

Other Income:
    Service Charges on Deposit Accounts                                                     110                     98
    Other Operating Income                                                                   51                     60
    Gain on the Sale of Available for Sale Securities                                         -                     52
                                                                               -----------------     ------------------
            Total Other Income                                                              161                    210
                                                                               -----------------     ------------------

Other Expenses
    Salaries and Employee Benefits                                                          682                    728
    Net Occupancy                                                                           113                    127
    Other Operating Expenses                                                                491                    427
                                                                               -----------------     ------------------
            Total Other Expenses                                                          1,286                  1,282
                                                                               -----------------     ------------------

Income - before Income Tax Expense                                                          913                    938
     Income Tax Expense                                                                     254                    295
                                                                               -----------------     ------------------

Net Income                                                                   $              659    $               643
                                                                               =================     ==================
Earnings Per Share                                                           $             0.28    $              0.27
Cash Dividends Per Share                                                     $             0.11    $              0.10
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.





                                       4
<PAGE>   5
                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO

                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                     ($ in thousands, except per share data)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                           Nine Months Ended
                                                                                              September 30,
                                                                                    -------------------------------

                                                                                        2000              1999
                                                                                    -------------     -------------
<S>                                                                               <C>               <C>
Interest Income:
    Interest and Fees on Loans                                                    $       10,514    $        9,364
    Interest and Dividends on Investments -
        Taxable                                                                            1,545             1,331
        Tax-Exempt                                                                           456               500
        Equity Securities                                                                     76                35
    Interest on Federal Funds Sold                                                            13                23
    Interest on Balances due from Depository Institutions                                      1                11
                                                                                    -------------     -------------
            Total Interest Income                                                         12,605            11,264
                                                                                    -------------     -------------

Interest Expense:
    Interest on Deposits                                                                   5,112             4,753
    Interest on Short-term Borrowings                                                        822               271
    Interest on Long-Term Debt                                                               344                52
                                                                                    -------------     -------------
            Total Interest Expense                                                         6,278             5,076
                                                                                    -------------     -------------
            Net Interest Income                                                            6,327             6,188
    Provision for Loan Losses                                                                315               270
                                                                                    -------------     -------------
Net Interest Income after Provision for
    Loan Losses                                                                            6,012             5,918

Other Income:
    Service Charges on Deposit Accounts                                                      310               266
    Other Operating Income                                                                   139               123
    Realized Gain on Available for Sale Securities                                             -                52
                                                                                    -------------     -------------
            Total Other Income                                                               449               441
                                                                                    -------------     -------------

Other Expenses
    Salaries and Employee Benefits                                                         2,163             2,111
    Net Occupancy                                                                            337               396
    Other Operating Expenses                                                               1,397             1,307
                                                                                    -------------     -------------
            Total Other Expenses                                                           3,897             3,814
                                                                                    -------------     -------------

Income - before Income Tax Expense                                                         2,564             2,545
     Income Tax Expense                                                                      722               755
                                                                                    -------------     -------------

Net Income                                                                        $        1,842    $        1,790
                                                                                    =============     =============
Earnings Per Share                                                                $         0.79    $         0.75
Cash Dividends Per Share                                                          $         0.33    $         0.30
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.



                                       5
<PAGE>   6
                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                                        For the Nine Months Ended
                                                                                                                September 30
                                                                                                      ------------------------------
                                                                                                          2000             1999
                                                                                                      -------------    -------------
<S>                                                                                                 <C>              <C>
Cash Flows from Operating Activities:
    Net Income                                                                                      $       1,842    $        1,790
    Adjustments to Reconcile Net Income to
            Net Cash Provided by Operating Activities -
        Depreciation                                                                                           157              228
        Provision for Loan Loss                                                                                315              270
        Federal Home Loan Bank stock dividends                                                                 (73)             (33)
        Investment Securities Amortization, Net                                                                 (9)              82
        Change in Other Assets and Other Liabilities                                                           708            1,123
                                                                                                      -------------    -------------
            Net Cash Provided by Operating Activities                                                        2,940            3,460
                                                                                                      -------------    -------------

Cash Flows from Investing Activities:
    Purchases of Securities Available for Sale/FHLB Stock                                                     (444)         (20,346)
    Proceeds from Maturities of Securities
        Available for Sale                                                                                   2,067           16,926
    Net Change in Loans                                                                                     (8,055)         (15,066)
    Purchases of Premises and Equipment                                                                       (213)            (126)
                                                                                                      -------------    -------------
            Net Cash Used in Investing Activities                                                           (6,645)         (18,612)

Cash Flows from Financing Activities:
    Net change in Deposit Accounts                                                                           2,780           (1,082)
    Proceeds from Borrowing                                                                                  3,145           14,484
    Repayment of Federal Home Loan Bank Advances                                                            (3,820)             (10)
    Purchase of Treasury Stock                                                                                (345)            (180)
    Dividends Paid                                                                                            (771)            (712)
                                                                                                      -------------    -------------
            Net Cash Provided by Financing Activities                                                          989           12,500
                                                                                                      -------------    -------------
Net Change in Cash and Cash Equivalents                                                                     (2,716)          (2,652)
    Beginning of Year                                                                                        7,540            7,962
                                                                                                      -------------    -------------
    End of Period                                                                                   $        4,824   $        5,310
                                                                                                      =============    =============

The accompanying notes are an integral part of the condensed consolidated
financial statements.
</TABLE>








                                       6
<PAGE>   7
                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2000


Note 1, Basis of Presentation

The significant accounting policies followed by ComBanc, Inc. (Company) and its
wholly-owned subsidiary, The Commercial Bank (Bank), for interim financial
reporting are consistent with the accounting policies followed for annual
financial reporting. All adjustments which are, in the opinion of management,
necessary for a fair presentation of the results for the periods reported,
consisting only of normal recurring adjustments, have been included in the
accompanying unaudited condensed consolidated financial statements. The results
of operations for the nine months ended September 30, 2000, are not necessarily
indicative of those expected for the remainder of the year.

The Condensed Consolidated Balance Sheet at December 31, 1999 has been taken
from audited consolidated financial statements at that date.

Note 2, Earnings Per Share

Earning per share on the income statement has been computed on the basis of
weighted-average number of shares of common stock outstanding. The
weighted-average shares outstanding for the nine months ending September 30,
2000 and September 30, 1999 were 2,335,453 and 2,373,972 respectively. The
weighted-average shares outstanding for the quarter ending September 30, 2000
and September 30, 1999 were 2,328,776 and 2,371,182 respectively.

Note 3, Commitments to fund loans

Outstanding commitments to originate loans were $12,325,000 and $13,777,000 at
September 30, 2000 and December 31, 1999.

The Bank has committed to the construction of a Corporate Center that will serve
as an operations and processing site for all offices. The approximate cost the
project, including furniture and equipment, is $2,500,000.00.

































                                       7
<PAGE>   8
                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO

                         PART I - FINANCIAL INFORMATION

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

ENTITY STATUS

On April 13, 1998, The Commercial Bank became a wholly-owned subsidiary of the
newly formed ComBanc, Inc., a one-bank holding company. Since ComBanc's only
significant asset is the investment in The Commercial Bank, the following
discussion will focus on the operations of The Commercial Bank.

FINANCIAL CONDITION

Total assets increased 2.0% from $218,548,000 at December 31, 1999 to
$222,922,000 at September 30, 2000.

Cash and due from banks decreased 36.0% or $2,681,000 from December 31, 1999.
Excess cash for year 2000 contingency was used to fund loan requests.

Total gross loans increased 4.4% or $7,180,000 from December 31, 1999 to
$169,138,000 on September 30, 2000. Real estate loans increased $9,151,000 or
9.4% from year end due to a strong local real estate market. Installment loans
decreased 9.3% to $24,529,000 from $27,039,000 at December 31, 1999 primarily
due to the desire to reduce indirect auto loans.

The Allowance for Loan Loss, at September 30, 2000, was .75% of total loans. The
$560,000 reduction in the allowance is due primarily to the charge off of a
large installment loan in the amount of $705,000. Management evaluated the
allowance at year end 1999 and determined that it was sufficiently funded for
this charge off.

Total deposits increased 1.6% from $169,720,000 on December 31, 1999 to
$172,500,000 on September 30, 2000. The majority of this increase occurred in
certificate balances which have increased $5,167,000 or 6.0% from December 31,
1999. Management intends to maintain deposit levels by offering competitive
market rates and provide a variety of products on both personal and business
levels.

Short term borrowing from the Federal Home Loan Bank decreased $3,486,000 or
22.6% since year end. Long term debt, or borrowings with a maturity of greater
than one year, from the Federal Home Loan Bank, increased $2,811,000 or 37.3%
since December 31, 1999. This money was used to fund the increased demand for
real estate loans.

Total shareholders equity increased 4.3% or 961,000 to $23,434,000. Included in
the overall increase was a $345,000 reduction in capital for the purchase of an
additional 20,224 shares of treasury stock since year end as well as a reduction
in the after tax unrealized loss on Available for Sale Securities.










                                        8


<PAGE>   9
                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO

RESULTS OF OPERATIONS

Net interest income, the difference between interest earned on interest-earning
assets and interest expense incurred on interest-bearing liabilities, is the
most significant component of The Commercial Bank's earnings. Net interest
income is affected by changes in the volume and rates of interest-earning assets
and interest-bearing liabilities and the volume of interest-earning assets
funded with low cost deposits, noninterest-bearing deposits and shareholders'
equity. Net interest income increased $139,000 for the nine months ended
September 30, 2000 from a year ago, and increased $43,000 for the quarter ended
September 30, 2000 as compared to September 30, 1999.

Total interest income increased $542,000 to $4,403,000 from $3,861,000 for the
quarter ended September 30, 2000. Total interest income increased $1,341,000, to
$12,605,000 for the nine months ended September 30, 2000 from $11,264,000 for
the nine months ended September 30, 1999. Interest and fees on loans increased
$1,150,000 or 12.3% over the same time last year. This increase is due to both
the increased volume of real estate loans as well as an increase in the overall
market rates. Taxable investment income increased 16.1% for the first nine
months of 2000 for a total of $1,545,000 compared to $1,331,000 for the first
nine months of 1999 due primarily to adjustments in variable rate investments.

Total interest expense increased 23.7% or $1,202,000 from $5,076,000 for the
nine months ended September 30, 1999 to $6,278,000 for the nine months ended
September 30, 2000. Interest on deposits increased $359,000 or 7.6% for the nine
month period due to an increase in certificate interest rates as well as an
eight million dollar increase in the volume of certificates from a year ago.
Interest on short and long term borrowings increased $551,000 and $292,000
respectively due to the increased volume to support loan funding as well as
increased interest rates. Interest expense for the quarter increased $499,000 or
28.3% from the same period last year.

Non-interest income decreased $49,000 for quarter ending September 30, 2000 from
September 30, 1999 due mainly to the securities gain of $52,000 that was
recorded in the third quarter of 1999 while no sales have occurred in the year
2000.

Non-interest expense increased 2.2% or $83,000 to $3,897,000 for the nine months
ending September 30, 2000 compared to $3,814,000 in 1999. Salaries and benefits
increased $52,000 over the past nine months mainly due to an increase in
insurance claims and cost. Net occupancy decreased $59,000 over the past nine
months due to a decrease in depreciation expense and maintenance on building and
equipment. Other operating expenses have increased $90,000 to $1,397,000 in
September of 2000 from $1,307,000 in September of 1999 due mainly to an increase
in legal fees in connection with collection efforts.



















                                        9

<PAGE>   10
                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO

REGULATORY CAPITAL


The Federal Reserve Board's risk-based capital guidelines addressing the capital
adequacy of bank holding companies and banks (collectively, "banking
organizations") include a definition of capital and a framework for calculating
risk-weighted assets and off-balance sheet items to broad risk categories, as
well as minimum ratios to be maintained by banking organizations. A banking
organization's risk-based capital ratios are calculated by dividing its
qualifying capital by its risk-weighted assets.

Under the risk-based capital guidelines, there are two categories of capital:
core capital ("Tier 1") and supplemental capital ("Tier 2"), collectively
referred to as Total Capital. Tier 1 Capital includes common stockholders'
equity, qualifying perpetual preferred stock and minority interest in equity
accounts of consolidated subsidiaries. Tier 2 capital includes perpetual
preferred stock (to the extent ineligible for Tier 1), hybrid capital
instruments (i.e. perpetual debt and mandatory convertible securities) and
limited amounts of subordinated debt, intermediate-term preferred stock and the
allowance for credit losses.

The Federal Reserve Board's leverage constraint guidelines establish a minimum
ratio of Tier 1 Capital to quarterly average total assets ("Leverage Ratio").

The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
established five capital tiers for banks. Pursuant to that statute the federal
bank regulatory agencies have defined the five capital tiers for banks. Under
these regulations, a bank is defined to be well capitalized, the highest tier,
if it maintains a Tier 1 Capital ratio of at least 6 percent, a Total Capital
ratio of at least 10 percent and a Leverage Ratio of at least 5 percent. At
September 30, 2000 ComBanc, Inc. maintained a Tier I capital ratio of 15.59 %,
total capital ratio of 16.43% and Tier I leverage ratio of 10.65%. The Bank
maintained a Tier I capital ratio of 10.45%, total capital ratio of 16.51% and
Tier I leverage ratio of 7.14%.

Based on the respective regulatory capital ratios at September 30, 2000, the
Bank is well capitalized, based on the definitions in the regulations issued by
the Federal Reserve Board and the other federal bank regulatory agencies setting
forth the general capital requirements mandated by FDICIA.


LIQUIDITY

The liquidity of a banking institution reflects its ability to provide funds to
meet loan requests, to accommodate possible outflows in deposits and to take
advantage of interest rate market opportunities. Funding of loan requests,
providing for liability outflows, and management of interest rate fluctuations
require continuous analysis in order to match the maturities of specific
categories of short-term loans and investments with specific types of deposits
and borrowings. Bank liquidity is thus normally considered in terms of the
nature and mix of the banking institution's sources and uses of funds.

Liquid assets consist of cash and due from banks, federal funds sold, and
securities available for sale. At September 30, 2000 the Bank's liquid assets
amounted to $ 49,706,000 or 22% of total assets compared with 25% at December
31, 1999. Management considers its liquidity to be adequate to meet its normal
funding requirements.








                                       10


<PAGE>   11
                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in the Company's quantitative and
qualitative market risks since December 31, 1999. The following table compares
rate sensitive assets and liabilities as of September 30, 2000 to December 31,
1999.

Principal Amount Maturing or Repricing in:
(Dollars in Thousands)
<TABLE>
<CAPTION>
                                                      First          Years
                                                      Year           1 to 5       Thereafter       Total
                                                      ----           ------       ----------       -----
<S>                                                   <C>            <C>          <C>              <C>
Comparison of 9/30/00 to 12/31/99
Total rate sensitive assets:
     At December 31,1999                              $54,513        $80,083      $73,538          $208,134
     At September  30, 2000                            58,330         82,719       73,044           214,093

      Increase (Decrease)                               3,817          2,636         (494)            5,959

Total rate sensitive liabilities:
     At December 31,1999                              $96,834        $53,978      $25,474          $176,286
     At September 30, 2000                             89,387         65,627       25,088           180,102

      Increase (Decrease)                              (7,447)        11,649         (386)            3,816
</TABLE>




































                                       11


<PAGE>   12
                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO

                           PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

The Commercial Bank, at any given time, is involved in a number of lawsuits
initiated by The Commercial Bank as a plaintiff, intending to collect upon
delinquent accounts, to foreclose upon real property, or to seize and sell
personal property pledged as security for any such account. Combanc, Inc. is
involved in no legal proceedings.

At September 30, 2000, The Commercial Bank was involved in a number of such
cases as a party-plaintiff, and occasionally, as a party-defendant due to its
joinder as a lien holder, either by mortgage or by judgment lien. In the
ordinary case, The Commercial Bank's security and value of its lien is not
threatened, except through bankruptcy or loss of value of the collateral should
sale result in insufficient proceeds to satisfy the judgment.

Management and the Board are not aware of any additional potential claims
against the Bank which have not been disclosed herein.



Item 6 - Exhibits and Reports on Form 8-K

         (a)    Exhibit 11. Statement regarding computation of earnings per
                share is contained in Part I, Item 2.

         (b)    Form 8-K was filed during the quarter ended March 31, 2000, to
                reflect the change in accounting firms.

         (c)    Exhibit 27. Financial Data Schedule.


















                                       12


<PAGE>   13
                                   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.

                                              COMBANC, INC.


Date: October 31, 2000                        /s/ Paul G. Wreede
                                              ----------------------------------
                                              Paul G. Wreede
                                              President, CEO, and Director



Date: October 31, 2000                        /s/ Kathleen A. Miller
                                              ----------------------------------
                                              Kathleen A. Miller
                                              Senior Vice President & CFO






























                                       13

<PAGE>   14
                                  Exhibit Index
<TABLE>
<CAPTION>
Exhibit No.                             Description
-----------                             -----------
<S>                                     <C>
   27                                   Financial Data Schedule
</TABLE>









                                       14