<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    FORM 10-K
                  Annual Report Pursuant to Section 13 or 15(d)
              Of The Securities Exchange Act of 1934 (Fee Required)

 For the fiscal year ended December 31, 1999     Commission file number 33-20417
                           -----------------                            --------
                            Capital Directions, Inc.
                            ------------------------
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
            Michigan                                                        38-2781737
-------------------------------                             ---------------------------------------
(State of other jurisdiction of                             (I.R.S. Employer Identification Number)
incorporation or organization)
<S>                                                                     <C>
322 South Jefferson St., Mason, Michigan                                    48854-0130
-----------------------------------------                                   ----------
(Address of principal executive offices)                                    (Zip Code)

Registrant's telephone number, including area code:                         (517) 676-0500

Securities registered pursuant to Section 12 (b) of the act:                NONE

Securities registered pursuant to Section 12 (g) of the act:                NONE
</TABLE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such 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 by check mark if disclosure of delinquent filer pursuant to item 405 of
Registration S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The registrant estimates that as of February 17, 2000 the aggregate market value
of the voting stock held by non-affiliates of the registrant was approximately
$19,378,965. This is based on a market price of $41.50 per share for the
Registrant's stock as of that date.

As of February 17, 2000 the registrant had outstanding 596,622 shares of common
stock having a par value of $5 per share.



                                       1


<PAGE>   2


                       DOCUMENTS INCORPORATED BY REFERENCE

Annual Report to Shareholders for the Year Ended December 31, 1999 (Form 10-K,
Part I, Part II, Part III, and Part IV)

Proxy Statement for the Annual Meeting of Shareholders to be held April 27, 2000
(Form 10-K, Part III)


                                     PART I

Item 1.  Business

Capital Directions, Inc. (the "Registrant") is a one-bank holding company
registered under the Bank Holding Company Act of 1956, as amended. The
Registrant was incorporated on August 11, 1987 and formed for the purpose of
enabling Mason State Bank (the "Bank") to form a one-bank holding company and
engage in any other related activity allowed. Mason State Bank was consolidated
with Mason Bank on July 22, 1988, thereby causing Mason State Bank to become a
wholly-owned subsidiary of the Registrant.

Mason State Bank purchased Lakeside Insurance Services, Inc. in 1994 to take
advantage of the expanded insurance powers granted to banks in 1994. Lakeside is
licensed in Michigan to sell life insurance and variable annuity contracts.

The Registrant has no substantial assets except the investments in Mason State
Bank. The Registrant and its primary subsidiary, Mason State Bank, operate in
the banking industry, which accounts for substantially all of their assets,
revenues and operating income. Further discussion of the operations of the
Registrant and its subsidiaries is discussed under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the 1999 Annual
Report to the Shareholders, incorporated herein by reference. The Registrant's
primary competition is substantially the same as Mason State Bank's as discussed
below.

The Bank was organized in 1886 under the laws of Michigan and is subject to the
Michigan Banking Code of 1969. It is insured by the Bank Insurance Fund through
the Federal Deposit Insurance Corporation. The Bank is regulated by the Michigan
Financial Institutions Bureau and the Federal Deposit Insurance Corporation. The
Federal Reserve Board regulates the Registrant. The Bank's Principal office is
located at 322 South Jefferson Street, Mason, Michigan. It operates branches
at 661 North Cedar Street, Mason, Michigan and at 810 W. Bellevue, Leslie,
Michigan.

Banking services are provided to individuals, businesses, local state and
federal governmental units and institutional customers located in Mason, Leslie
and the surrounding areas. Services include demand deposits, savings and time
deposits, collections, cash management, night depositories and personal,
installment, commercial and real estate loans. The Bank offers a credit card
program affiliated with the Visa and MasterCharge Inter-Bank charge card system.

The Bank maintains a correspondent relationship with several of the major banks
in the Detroit area and elsewhere, in order to provide for the clearance of
checks, the transfer of funds, the periodic purchase and sale of Federal
funds, and participation in large loans which would be beyond the Bank's legal
lending limit if made by the Bank alone.

The Bank has full and part-time employees (37 full-time equivalents) and owns
its main office and Cedar Street office. The facility in Leslie is operated
under a lease agreement. The Bank operates primarily within Ingham County.
Competing with the Bank in Ingham County are several other commercial banks and
financial institutions, some of which have significantly greater total resources
than the Bank.

                                       2

<PAGE>   3


Item 1.  Business-Statistical Disclosure

         I.  Distribution of Assets, Liabilities and Shareholders' Equity;
             Interest Rates and Interest Differential

             (A),(B) The following table sets forth average balances for major
                     categories of interest earning assets and interest bearing
                     liabilities, the interest earned (on a fully taxable
                     equivalent basis) or paid on such amounts, and average
                     interest rates earned or paid thereon.

                                       3

<PAGE>   4

<TABLE>
<CAPTION>
                                                 1999                                         1998
                                -----------------------------------         ---------------------------------------
                                Average                       Yield/        Average                          Yield/
                                Balance       Interest         Rate         Balance         Interest          Rate
                                -------       --------        ------        -------         --------         ------
                                                              (Dollars in thousands)
<S>                         <C>             <C>                 <C>       <C>             <C>            <C>
ASSETS
------
Loans, including fees(1)       $  86,397       $6,782              7.85%     $  69,172        $5,870         8.49%
Taxable investment
  securities                       7,588          505              6.66         10,095           662         6.56
Non-taxable investment
  securities(2)                    3,859          300              7.77          4,051           324         8.00
Federal funds sold                   798           40              5.01          2,487           134         5.39
                               ---------       ------                        ---------        ------
Total earning assets              98,642        7,627              7.73%        85,805         6,990         8.15%

Cash and due from                  2,768                                         2,337
  banks
Other assets, net                  2,934                                         2,473
                               ---------                                     ---------
Total non interest
  earning assets                   5,702                                         4,810
                               ---------                                     ---------
Total assets                   $ 104,344                                     $  90,615
                               =========                                     =========
LIABILITIES
-----------
Interest bearing
  demand deposits              $  11,603          116              1.00%     $  10,213           156         1.53%
Savings deposits                  19,380          522              2.69         17,592           522         2.97
Time deposits under
  $100,000                        20,176        1,111              5.51         20,923         1,218         5.82
Time deposits of
  $100,000 or more                11,568          603              5.21         10,173           576         5.66
Other borrowings                  18,682        1,088              5.82         10,816           653         6.04
                               ---------       ------                        ---------        ------

Total interest bearing
  liabilities                     81,409        3,440              4.23%        69,717         3,125         4.48%
                                               ------                                         ------

Demand deposits                    9,977                                         8,870
Other liabilities                  1,481                                         1,381
Shareholders' equity              11,477                                        10,647
                               ---------                                     ---------
Total non-interest
  bearing liabilities and
  equity                          22,935                                        20,898
                               ---------                                     ---------
Total liabilities and
  equity                       $ 104,344                                      $ 90,615
                               =========                                     =========

Net interest income                            $4,187                                         $3,865
                                               ======                                         ======
Net yield on interest
  earning assets(2)                                                4.24%                                     4.50%
                                                                   ====                                      ====

</TABLE>


         (1) Average balances for loans include non-accrual loans. The inclusion
             of non-accrual loans and fees does not have a material effect on
             either the average balance or the average interest rate.

         (2) Interest on non-taxable investment securities is reflected on a
             fully tax equivalent basis using an effective tax rate of 34%.

                                       4

<PAGE>   5


I.   Distribution of Assets, Liabilities and Shareholders'Equity; Interest Rates
      and Differential (continued)

              (C) The following table summarizes the changes in interest income
              (on a fully taxable equivalent basis) and interest expense
              resulting from changes in volume and changes in rates:
<TABLE>
<CAPTION>
               (Dollars in thousands)
                                            1999 Compared to 1998               1998 Compared to 1997
-------------------------------------------------------------------------------------------------------------
Change due to:                         Volume(1)   Rate(1)   Total          Volume(1)     Rate(1)    Total
<S>                                 <C>            <C>     <C>             <C>          <C>        <C>
Earnings assets
  Loans                                $  1,377     ($465)  $ 912           $ 1,225        ($265)   $  960
  Taxable investment securities            (167)       10    (157)             (185)         (31)     (216)
  Non tax investment securities (2)         (15)       (9)    (24)              (39)           6       (33)
  Federal funds sold                        (85)       (9)    (94)               64            2        66
                                       --------    ------   -----           -------      -------    ------
Total interest income                  $  1,110     ($473)  $ 637           $ 1,065        ($288)   $  777

Interest bearing liabilities:
  Interest bearing demand deposits     $     19      ($59)   ($40)          $    17         ($43)     ($26)
  Savings deposits                           50       (50)      -                30            5        35
  Time deposits under 100,000               (43)      (64)   (107)              (12)          17         5
  Time deposits $100,000 or more             75       (48)     27                92           (9)       83
  Other borrowings                          459       (24)    435               442           (8)      434
                                       --------    ------   -----           -------      -------    ------
Total interest expense                 $    560     ($245)  $ 315           $   569         ($38)   $  531

Net interest income                    $    550     ($228)  $ 322           $   496        ($250)   $  246
-------------------------------------------------------------------------------------------------------------
</TABLE>

               (1)    The change in interest due to both volume and rate has
                      been allocated to volume and rate in proportion to the
                      relationship of the absolute dollar amounts of the change
                      in each.
               (2)    Interest on tax-exempt investment securities is based on a
                      fully taxable equivalent basis using an effective tax rate
                      of 34%.

II.      Investment Portfolio

          (A)   A table of carrying values of the investment portfolio as of
                December 31, 1999 and 1998 is set forth in Note 3 on page 18 of
                the 1999 Annual Report to Shareholders. Such information is
                incorporated herein by reference.
          (B)   The following table shows the relative maturities and weighted
                yields of investment securities at December 31, 1999: (dollars
                in thousands)
<TABLE>
<CAPTION>
                                                 Available-For Sale

                                    1 Year or less   1 Year - 5 Years         5 Years-10 Years   After 10 Years
                                    Amount    Yield  Amount     Yield         Amount    Yield    Amount     Yield
                                    ------    -----  ------     -----         ------    -----    ------     -----
<S>                              <C>        <C>     <C>        <C>          <C>        <C>      <C>         <C>
U.S. Government agencies (1)        $  351    6.37%  $2,905      5.85%        $    0     0.00%   $  748      7.52%
State and political
subdivisions (2)                       496    6.96    2,909      7.66            393     8.02        76      8.33
Corporate securities (1)             1,364    6.77      509      6.13              0     0.00         0      0.00
                                    ------           ------                   ------             ------
             Total                  $2,211    6.75%  $6,323      6.70%        $  393     8.02%   $  824      7.59%
                                    ======           ======                   ======             ======
</TABLE>


             (1)  Mortgage Backed securities and Corporate securities, as
                  reflected in the above schedules consider anticipated
                  prepayments and calls.
             (2)  Weighted average yield adjusted to a taxable equivalent basis
                  using a federal income tax rate of 34 percent.

                                       5

<PAGE>   6


II.      Investment Portfolio (continued)

         (C)  The Registrant held no investment securities of a single issuer,
              except U.S. Government Agency securities, in an amount greater
              than ten percent of shareholders' equity as of December 31, 1999.

III.     Loan Portfolio
         (A)  A table of loans outstanding as of December 31, 1999 and 1998 is
              set forth in Note 4 on page 19 of the 1999 Annual Report to
              Shareholders. Such information is incorporated herein by
              reference.

              The loan portfolio is systematically reviewed and the results
              reported to the Board of Directors of the Registrant. The purpose
              of these reviews is to assist in assuring proper loan
              documentation, to provide for the early identification of
              potential problem loans and to help ensure the adequacy of the
              allowance for loan losses.

         (B)  The following table sets forth the remaining maturity of loans
              outstanding (excluding real estate mortgages, installment and
              lease financing) at December 31, 1999, according to scheduled
              payments of principal (in thousands) and considering the banks
              "rollover policy."(1)
<TABLE>
<CAPTION>
              (In thousands)
                                    1 Year       1 Year -     After
                                    or less      5 Years      5 Years      Total
                                    -------      --------     -------      -----
<S>                              <C>         <C>          <C>          <C>
              Commercial and
                Agricultural        $ 1,543     $ 2,435       $  1,290    $  5,268
                                    =======     =======       ========    ========
</TABLE>

              The following table sets forth commercial and agricultural loans
              due after one year, which have predetermined interest rates and/or
              adjustable interest rates at December 31, 1999.
<TABLE>
<CAPTION>
              (In thousands)
                                                Fixed         Adjustable
                                                 Rate            Rate        Total
                                                -----         ----------     -----
<S>                                          <C>           <C>           <C>
              Due after one but within five
                  years                         $   768       $  1,667       $ 2,435
              Due after five years                1,142            148         1,290
                                                -------       --------       -------

                   Total                        $ 1,910       $  1,815       $ 3,725
                                                =======       ========       =======
</TABLE>

                  (1) The "rollover policy" is to generally write terms of these
                  loans for a shorter time then the expected payments. The
                  purpose of this is to re-evaluate the term and credit of the
                  respective borrower. We estimate that this happens on
                  approximately 80% of these borrowings and is reflected as such
                  in this schedule.
         (C).  Risk Elements

                  (1).  Nonaccrual, Past Due, Impaired and Restructured Loans.
                        A table and discussion of nonaccrual, past due, impaired
                        and restructured loans for the years ended December 31,
                        1999 and 1998 is in "Management's Discussion and
                        Analysis of Financial Condition and Results of
                        Operations" on pages 7 and 8 under Provision and
                        allowance for loans losses, Note 1 under "Loans" and
                        "Allowance for Loan Losses" on page 17 and in Note 5 on
                        page 19 in the 1999 Annual Report to Shareholders. Such
                        information is incorporated herein by reference.

                                       6

<PAGE>   7

III.     Loan Portfolio (continued)

                        Gross interest income that would have been recorded in
                        1999 on nonaccrual loans if the loans had been current
                        in accordance with their original terms and outstanding
                        throughout the period or since origination was $7,066.
                        No income was included in interest income on these loans
                        in 1999.

                  (2).  Potential Problem Loans
                        There are no material loans that are current as to
                        which management has serious doubts as to the ability of
                        of the borrower to comply with the loan repayment terms,
                        or which are expected to need adjustments in their
                        repayment terms, or which are believed to require
                        additional provisions for loan losses.

                  (3).  Foreign Outstandings
                        There were no foreign outstandings as of December 31,
                        1999 and 1998.

                  (4).  Loan Concentrations
                        There were no concentrations of loans exceeding 10% of
                        total loans that have not been already disclosed as a
                        category at December 31, 1999.

                  (D).  Other Interest Bearing Assets
                        As of December 31, 1999, there were no other interest
                        bearing assets that would be required to be disclosed
                        under Item III, Parts (C) (1) or (C) (2) of the loan
                        portfolio listing if such assets were loans.

                                       7

<PAGE>   8

         IV.  Summary of Loan Loss Experience

              (A).  The following table sets forth loan allowance balances and
                    summarizes changes in the allowance for loan losses for each
                    of the two years ended December 31.

                    Analysis of the Allowance For Loan Losses
<TABLE>
<CAPTION>
              (Dollars in thousands)              1999                  1998
                                                  ----                  ----
<S>                                          <C>                  <C>
              Balance, beginning of period      $ 1,011              $  1,035
                                                -------              --------

              Loans charged-off
                Commercial and agricultural           0                     0
                Real estate-construction              0                     0
                Real estate-mortgages                 0                     0
                Lease financing                       0                     0
                Installment and others               37                    30
                                                -------              --------
                  Total                              37                    30

              Recoveries of loans charged-off
                Commercial and agricultural           0                     3
                Real estate-construction              0                     0
                Real estate-mortgages                 0                     0
                Lease financing                       0                     0
                Installment and others               33                    26
                                                -------              --------
                  Total                              33                    29

              Net charge-offs                         4                     1

              Additions charged (credited)
              to operations                          48                   (23)
                                                -------              --------

              Balance at end of period          $ 1,055              $  1,011
                                                =======              ========

              Average gross loans outstanding   $86,397              $ 69,172
                                                =======              ========

              Ratio of net charge-offs(recoveries)
                during the period to average gross
                loans outstanding during the
                period                             0.00%                 0.00%
                                                =======             =========
</TABLE>

         Further discussion of the provision and allowance for loan losses as
         well as non-performing and impaired loans is presented in "Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations" on pages 7 and 8, Note 1 on pages 17 and 18 and Note 5 on
         page 19 in the 1999 Annual Report to the Shareholders, incorporated
         herein by reference.


                                       8

<PAGE>   9


         IV.  Summary of Loan Loss Experience  (continued)


                (B) The following table presents an allocation for loan losses
                    to the various loan categories at December 31:
<TABLE>
<CAPTION>
                                                   1999                   1998
                                                   ----                   ----
                                                         % of                  % of
              (Dollars in thousands)       Allowance   Loans to   Allowance    Loans to
                                             Amount  Total Loans    Amount   Total Loans
                                           --------- -----------  ---------  -----------
<S>                                      <C>          <C>        <C>          <C>
              Commercial and agricultural  $   157        5.91%   $    81         6.77%
              Real estate-mortgages            438       88.96        491        89.12
              Installment and other             34        5.13         45         4.11
              Unallocated                      426         N/A        394          N/A
                                           -------      ------    -------       ------
                  Total                    $ 1,055      100.00%   $ 1,011       100.00%
                                           =======      ======    =======       ======
</TABLE>

              Mason State Bank is committed to the maintenance of an allowance
              for loan losses in amounts sufficient to absorb loan and lease
              losses inherent in the loan portfolio. To assure the adequacy of
              balances and the resulting provision allocations, measurements
              against historical performance and current analyses of asset
              quality are undertaken on a periodic basis with consideration for
              qualitative factors. These evaluations support the budgeted
              allowance provisions and the traditional philosophy of accounting
              for losses as they are recognized.

              On a predetermined basis, a Loan Loss Allowance Model (LLAM) is
              completed quarterly for the Bank. The results of the LLAM provide
              a consistent, conservative management tool for quantifying the
              amount of risk in the loan portfolio. This LLAM computes a
              suggested allowance balance to be compared to the actual allowance
              for loan losses. The difference between the suggested and actual
              allowance is monitored and maintained at an amount considered
              reasonable to provide for potential losses inherent in the
              portfolio.

              To determine the suggested allowance balance, two tests are
              applied to the various loan categories. The test with the most
              conservative (greatest) allowance allocation is selected for each
              category. The two tests are then combined with a separate
              qualitative factor spread against all loan categories.

              The first test includes establishment of a minimum allocation
              percentage for each loan (primarily commercial) based upon its
              loan grade. The second test involves computing the actual loss
              experience over the last five years for each of the loan
              categories (primarily consumer and residential real estate loans).
              The factor applied to the current outstanding loan balances of
              these loan categories is equal to at least the five-year average
              of net charge-offs to average loans for the appropriate loan
              portfolio.

              When economic conditions or other factors warrant, a qualitative
              factor is applied against all loan categories. Management declared
              that such a factor be instituted for 1999 and 1998 given the
              unprecedented eight year expansion of the United States economy
              and the expectation of a reversal of this trend in the near
              future. The factor applied to the current outstanding of all loan
              balances is equal to the eight year average of net charge-offs to
              average loans for the eight year period prior to the start of the
              current economic expansion (years 1984 through 1991).

              The allowance allocations above were deemed by management to be
              amounts reasonably necessary to provide for the inherent losses in
              the various loan categories as of December 31, 1999 and 1998.

                                       9

<PAGE>   10


V.       Deposits

         The following table sets forth average deposit balances and the
         weighted average rate paid for each of the two years ended December 31:
<TABLE>
<CAPTION>
                                                          1999                   1998
        (Dollars in thousands)                           Average                Average
                                                     Balance   Rate       Balance    Rate
                                                     -------   ----       -------    ----
<S>                                             <C>            <C>     <C>           <C>
         Non interest-bearing demand deposits      $   9,977               $8,870
         Interest-bearing demand deposits             11,603     1.00%     10,213      1.53%
         Savings deposits                             19,380     2.69      17,592      2.97
         Time deposits under $100,000                 20,176     5.51      20,923      5.82
         Time deposits of $100,000 or more            11,568     5.21      10,173      5.66
                                                   ---------            ---------
           Total                                   $  72,704     3.24%  $  67,771     3.65%
                                                   =========            =========
</TABLE>

         The following table summarizes time deposits in amounts of $100,000 or
         more by time remaining until maturity as of December 31, 1999:

<TABLE>
<S>                                                         <C>
                (In thousands)
                Three months or less                           $  7,582
                Over three months through six months              1,787
                Over six months through one year                  1,039
                Over one year                                     1,993
                                                               --------
                  Total                                        $ 12,401
                                                               ========
</TABLE>
         As of December 31, 1999 the registrant had no foreign deposits.

VI.      Return on Equity and Assets

         The following table presents the ratios for the year ended December 31:
<TABLE>
<CAPTION>
                                                               1999        1998
                                                               ----        ----
<S>                                                          <C>         <C>
         Net income to average total assets                      1.44%       1.47%
         Net income to average shareholders' equity             13.06       12.53
         Cash dividend payout ratio per share                   45.42       42.63
         Average shareholders' equity to average total assets   11.00       11.75
</TABLE>

VII.     Short Term Borrowings - Not applicable

Item 2.  Properties

         The Bank owns the land on which the Bank's main office is located. The
         land measures 85' by 170' and bears the municipal address of 322 South
         Jefferson Street, Mason, Michigan. The permanent building, also owned
         by Mason State Bank, has approximately 6,800 square feet including
         banking facilities, storage and personnel lounge areas. This brick
         structure was built in the mid 1800's and has gone through several
         remodelings, the last one being in 1986 and is in good general
         condition. A parking area with spaces to accommodate 20 vehicles
         occupies part of the property; part is occupied by two drive-in banking
         stations.

         The Bank also owns the land used as a Branch office. The land measures
         368' by 297' and bears the municipal address of 661 North Cedar Street,
         Mason, Michigan. The permanent building, built in the 1960's, also
         owned by Mason State Bank, measures approximately 2,400 square feet,
         including banking facilities, storage and personnel lounge areas. This
         building is also in good

                                       10

<PAGE>   11

Item 2.  Properties (continued)

         condition. A parking area with spaces to accommodate 24 vehicles
         occupies part of the property; part is occupied by 4 drive-in banking
         stations.

         In October 1998, the Bank established an in-store branch located within
         the Felpausch Food Center, 810 Bellevue Street, Leslie, Michigan. The
         Bank entered into a lease arrangement and occupies 709 square feet of
         the southeast corner of the store. Prior to occupancy, this space was
         renovated to provide full service banking accommodations. Customer
         parking is readily available and maintained by Felpausch Food Center.

         The Registrant operates its business at the same address as Mason State
         Bank's main office. As of February 18, 2000, the Registrant owned no
         properties.

Item 3.  Legal Proceedings

         There are no material pending legal proceedings to which the Registrant
         or its subsidiaries is a party or to which any of its property is
         subject, except for proceedings which arise in the ordinary course of
         business. In the opinion of management, pending legal proceedings will
         not have a material effect on the consolidated financial statements of
         the Registrant or its subsidiaries.

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

         Not applicable

         Additional Item - Executive Officers

         Executive officers of the Registrant are appointed annually by the
         Board of Directors at the meeting of Directors following the Annual
         Meeting of Shareholders. There are no family relationships among these
         officers and/or Directors of the Registrant or any arrangement or
         understanding between any officer and any other person pursuant to
         which the officer was elected.

         The following sets forth certain information with respect to the
         Registrant's Executive Officers and Directors as of December 31, 1999.

                                      Position With      First Elected as an
         Name (Age)                     Registrant     Officer of the Registrant

         George A. Sullivan (67)      Chairman                        1988
         Gerald W. Ambrose (50)       Vice Chairman                   1994
         Timothy P. Gaylord (45)      President and C.E.O.            1995
         Douglas W. Dancer (59)       Secretary                       1990
         Lois A. Toth (49)            Treasurer                       1998

         Mr. Sullivan is a Director of the Registrant and Chairman of the Board
         of Directors of Mason State Bank.
         Mr. Ambrose is a Director of the Registrant and Vice Chairman of the
         Board of Directors of Mason State Bank.
         Mr. Gaylord is a Director of the Registrant and President and Chief
         Executive Officer of Mason State Bank.
         Mr. Dancer is a Director of the Registrant and Secretary of the Board
         of Directors of Mason State Bank.
         Ms. Toth is Controller and Cashier of Mason State Bank.

                                       11
<PAGE>   12

                                     PART II
         I. The information required by this item appears in the Capital
            Directions, Inc. Annual Report to Shareholders for the year ended
            December 31, 1999, and is incorporated herein by reference, as
            follows:


<TABLE>
<CAPTION>
                                                                                          Pages in 1999
                                                                                          Annual Report
                                                                                          -------------
<S>              <C>                                                                   <C>
         Item 5.     Market for Registrant's Common Equity and
                     Related Stockholder Matters                                                4

         Item 6.     Selected Financial Data                                                    6

         Item 7.     Management's Discussion and Analysis of
                     Financial Condition and Results of Operation                             7 - 11

         Item 7a.    Quantitative and Qualitative Disclosures About
                     Market Risk                                                          Not required as
                                                                                          Registrant meets
                                                                                          requirements to be
                                                                                          a small business filer

         Item 8.     Financial Statements and Supplementary Data                             12 - 24

         Item 9.     Changes in and Disagreements With Accountants on
                     Accounting and Financial Disclosure                                        None

                                    Part III

         The information required by this item is included in the Capital
         Directions, Inc. 2000 Proxy Statement, dated March 31, 2000, and is
         incorporated herein by reference, as follows:
<CAPTION>
                                                                                          Page in 2000
                                                                                          Proxy Statement
                                                                                          ---------------
<S>                                                                                       <C>
         Item 10.    Directors and Executive Officers of the Registrant                       4 - 6
                     (In addition, reference is made to Additional Item -
                     Executive Officers under Part I, Item 4, of this Form 10-K
                     report on page 11)

         Item 11.    Executive Compensation                                                   6 - 7

         Item 12.    Security Ownership of Certain Beneficial Owners
                     and Management                                                             4

         Item 13.    Certain Relationships and Related Transactions                           9 - 10

                     The information appearing in the Corporation's Proxy
                     Statement and in Note 4 on page 19 of the Notes to
                     Consolidated Financial Statements of the 1999 Annual Report
                     to Shareholders is incorporated by reference in response to
                     this item.
</TABLE>

                                       12

<PAGE>   13

                                     Part IV

         Item 14.    Exhibits, Financial Statement Schedules, and Reports on
                     Form 8-K
             (a).    The following documents are filed as part of this report:

                1. The following consolidated financial statements of Capital
                   Directions, Inc. included in the 1999 Annual Report to
                   Shareholders for the year ended December 31, 1999, are
                   incorporated herein by reference in Item 8:
<TABLE>
<CAPTION>
                                                                                          Page in 1999
                                                                                          Annual Report
                                                                                          -------------
<S>                                                                                       <C>
                     Consolidated balance sheets -
                         December 31, 1999 and 1998                                            13

                     Consolidated statements of income for the years
                         ended December 31, 1999, 1998, and 1997                               14

                     Consolidated statements of cash flows for the years
                         ended December 31, 1999, 1998, and 1997                               15

                     Consolidated statements of changes in shareholders'
                         equity for the years ended December 31, 1999,
                         1998, and 1997                                                        16

                     Notes to consolidated financial statements                                17 - 24

                     Report of Independent Auditors                                            12
</TABLE>

                2.   Financial  Statement Schedules

                     Not applicable

                3.   Exhibits

                     (3a)  Articles of Incorporation and (3b) Bylaws (previously
                     filed as Exhibits included in Capital Directions, Inc.
                     Registration Statement Amendment No. 1 to Form S-4, No.
                     33-20417, Dated March 17, 1988).

                     (10)     Material Contracts
                               (a) Incentive Compensation Plans (previously
                                   filed as Exhibits included in Capital
                                   Directions, Inc.'s 1988 10-K report dated
                                   March 29, 1989 and the 1993 10-K report dated
                                   March 29, 1994).
                               (b) Directors Deferred Compensation Plans
                                   (previously filed as Exhibits included in
                                   Capital Directions, Inc.'s 1988 10-K report
                                   dated March 29, 1989).
                               (c) Supplementary Executive Retirement Plan
                                   (previously filed as Exhibits included in
                                   Capital Directions, Inc.'s 1988 10-K report
                                   dated March 29, 1989).

                     (13)     Annual Report to Shareholders for the year ended
                              December 31, 1999 (filed herewith).

                     (22)     Subsidiaries of registrant (previously filed as
                              Exhibits included in Capital Directions, Inc.'s
                              1988 10-K report dated March 29, 1989).

                                       13

<PAGE>   14

Part IV - Exhibits, Financial Statement Schedules, and Reports on Form 8-K
          (Continued)

                     (23) Consents of experts. Consent of Crowe, Chizek and
                          Company LLP.

                     (27) Financial Data Schedule for EDGAR filer.

         (b).   Reports on Form 8-K

                No reports of Form 8-K were filed during the last quarter of the
                year covered by this report.















                                       14

<PAGE>   15

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15 (d) 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, on
         March 27, 2000.


         CAPITAL DIRECTIONS, INC.


                /s/ Timothy P. Gaylord   Timothy P. Gaylord
         -----------------------------   (President and Chief Executive Officer)

                /s/ Lois A. Toth         Lois A. Toth
         -----------------------------   (Treasurer)

         Pursuant to the requirements of the Securities Exchange Act of 1934,
         this report has been duly signed by the following persons in the
         capacities indicated on March 27, 2000.

                /s/ George A. Sullivan   George A. Sullivan
         -----------------------------   Chairman of Board of Directors

                /s/ Gerald W. Ambrose    Gerald W. Ambrose
         -----------------------------   Vice Chairman of Board of Directors

                /s/ Douglas W. Dancer    Douglas W. Dancer
         -----------------------------   Secretary of Board of Directors

                /s/ Timothy P. Gaylord   Timothy P. Gaylord
         -----------------------------   President and Chief Executive Officer

                /s/ Marvin B. Oesterle   Marvin B. Oesterle
         -----------------------------   Director

                /s/ Paula Johnson        Paula Johnson
         -----------------------------   Director







                                       15

<PAGE>   16


                                Index to Exhibits

         The following exhibits are filed or incorporated by reference as part
         of this report:

         3(A)  Articles of Incorporation of the Registrant as currently in
               effect and any amendments thereto (Incorporated herein by
               reference to Exhibit 3(A) of the Registrants' Form S-4
               Registration Statement dated March 17, 1988 No. 33-20417).

         3(B)  Bylaws of the Registrant as currently in effect and any
               amendments thereto (Incorporated herein by reference to Exhibit
               3(B) of the Registrants' Form S-4 Registration Statement dated
               March 17, 1988 No. 33-20417).

         10(A) Incentive Compensation Plans (Incorporated herein by reference
               to Exhibit 10(A) to Registrants' Report on Form 10-K for the
               year ended December 31, 1988 and December 31, 1993 [1988 and
               1993 10-K Reports]).

         10(B) Directors Deferred Compensation Plan (Incorporated herein by
               reference to Exhibit 10(B) to Registrants' Report on Form 10-K
               for the year ended December 31, 1988 [1988 10-K Report]).

         10(C) Supplementary Executive Retirement Plan (Incorporated herein by
               reference to Exhibit 10(C) to Registrants' Report on Form 10-K
               for the year ended December 31, 1988 [1988 10-K Report]).

         13    Annual Report to Shareholders for the year ended December 31,
               1999 (filed herewith).

         22    List of Subsidiaries (Incorporated herein by reference to Exhibit
               22 to Registrants' Report on Form 10-K for the year ended
               December 31, 1988 [1988 10-K Report]).

         23    Consents of experts. Consent of Crowe, Chizek and Company LLP.

         27     Financial Data Schedule for EDGAR filer.






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