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

                                    FORM 10-K

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

For the fiscal year ended December 31, 1999

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _____________to________________

Commission file Number: 0-19028

                               CCFNB BANCORP, INC.
                 (Name of small business issuer in its charter)

PENNSYLVANIA                                            23-2254643
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

232 East Street, Bloomsburg, Pennsylvania               17815
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (570) 784-4400

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $1.25 per share.

         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 past 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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation 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 aggregate market value of the voting and non-voting equity held by
non-affiliates of the Registrant based on the average of the bid and asked
prices of $17.63 at February 29, 2000, was $24,095,873.

         As of February 29, 2000, the Registrant had outstanding 1,366,754
shares of its common stock, par value $1.25 per share.

                       DOCUMENTS INCORPORATED BY REFERENCE

         In addition, portions of the Annual Report to stockholders of the
Registrant for the year ended December 31, 1999, are incorporated by reference
in Part II of this Annual Report.

                                  Page 1 of 74
                            Exhibit Index on Page 29


<PAGE>   2

                               CCFNB BANCORP, INC.
                                    FORM 10-K

                                      INDEX

<TABLE>
<CAPTION>
Part                                                                                                 Page
----                                                                                                 ----
<S>                                                                                             <C>
Item 1.       Business........................................................................         3

Item 2.       Properties......................................................................        19

Item 3.       Legal Proceedings...............................................................        19

Item 4.       Submission of Matters to a Vote of Security Holders.............................  Not Applicable


Part II

Item 5.       Market for Registrant's Common Equity and Related Stockholder
                Matters.......................................................................        19

Item 6.       Selected Financial Data.........................................................        20

Item 7.       Management's Discussion and Analysis of Financial Condition
                and Results of Operation......................................................        20

Item 7A.      Quantitative and Qualitative Disclosure About Market Risk.......................        20

Item 8.       Financial Statements and Supplementary Data.....................................        24

Item 9.       Changes in and Disagreements with Accountants on Accounting
                and Financial Disclosure......................................................  Not Applicable


Part III

Item 10.      Directors and Executive Officers of the Registrant..............................        20

Item 11.      Executive Compensation..........................................................        21

Item 12.      Security Ownership of Certain Beneficial Owners and Management..................        25

Item 13.      Certain Relationships and Related Transactions..................................        26

Item 14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K.................        26

Signatures    ................................................................................        27

Index to Exhibits.............................................................................        29
</TABLE>


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                               CCFNB BANCORP, INC.
                                    FORM 10-K

PART I

ITEM 1.  BUSINESS

GENERAL

We are a registered bank holding company and Pennsylvania business corporation
and are headquartered in Bloomsburg, Pennsylvania. We have one wholly-owned
subsidiary which is Columbia County Farmers National Bank or referred to as the
Bank. Our business consists of the management and supervision of the Bank. Our
principal source of income is dividends paid by the Bank. At December 31, 1999,
we had approximately:

         o        $196 million in total assets;
         o        $134 million in loans;
         o        $139 million in deposits; and
         o        $23 million in stockholders' equity.

The Bank is a national banking association and member of the Federal Reserve
System whose deposits are insured by the Bank Insurance Fund of the FDIC. The
Bank is a full-service commercial bank providing a range of services and
products, including time and demand deposit accounts, consumer, commercial and
mortgage loans to individuals and small to medium-sized business in its
Northcentral Pennsylvania market area. The Bank operates also a full-service
trust department. At December 31, 1999, the Bank had six branch banking offices
which are located in the Pennsylvania county of Columbia.

We consider our branch banking offices to be a single operating segment, because
these branches have similar:

         o        economic characteristics,
         o        products and services,
         o        operating processes,
         o        delivery system,
         o        customer buses, and
         o        regulatory oversight.

We have not operated any other reportable operating segments in the 3-year
period ended December 31, 1999.

As of December 31, 1999, we had 84 employees on a full-time equivalent basis.
The Company and the Bank are not parties to any collective bargaining agreement
and employee relations are considered to be good.

SUPERVISION AND REGULATION

The following discussion sets forth the material elements of the regulatory
framework applicable to us and the Bank and provides certain specific
information. This regulatory framework is primarily intended for the protection
of investors in our common stock, depositors at the Bank and the Bank Insurance
Fund that insures bank deposits. To the extent that the following information
describes statutory and regulatory provisions, it is qualified by reference to
those provisions. A change in the statutes, regulations or regulatory policies
applicable to us or the Bank may have a material effect on our business.

INTERCOMPANY TRANSACTIONS

Various governmental requirements, including Sections 23A and 23B of the Federal
Reserve Act, limit borrowings by us from the Bank and also limit various other
transactions between us and the Bank. For example, Section 23A



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of the Federal Reserve Act limits to no more than ten percent of its total
capital the aggregate outstanding amount of the Bank's loans and other "covered
transactions" with any particular non-bank affiliate and limits to no more than
20 percent of its total capital the aggregate outstanding amount of the Bank's
covered transactions with all of its affiliates. At December 31, 1999,
approximately $4.6 million was available for loans to us from the Bank. Section
23A of the Federal Reserve Act also generally requires that the Bank's loans to
its non-bank affiliates be secured, and Section 23B of the Federal Reserve Act
generally requires that the Bank's transactions with its non-bank affiliates be
on arm's-length terms. Also, we and the Bank are prohibited from engaging in
certain "tie-in" arrangements in connection with extensions of credit or
provision of property or services.

SUPERVISORY AGENCIES

As a national bank and member of the Federal Reserve System, the Bank is subject
to primary supervision, regulation, and examination by the Office of the
Comptroller of the Currency and secondary regulation by the FDIC. The Bank is
subject to extensive statutes and regulations that significantly affect its
business and activities. The Bank must file reports with its regulators
concerning its activities and financial condition and obtain regulatory approval
to enter into certain transactions. The Bank is also subject to periodic
examinations by its regulators to ascertain compliance with various regulatory
requirements. Other applicable statutes and regulations relate to insurance of
deposits, allowable investments, loans, leases, acceptance of deposits, trust
activities, mergers, consolidations, payment of dividends, capital requirements,
reserves against deposits, establishment of branches and certain other
facilities, limitations on loans to one borrower and loans to affiliated
persons, activities of subsidiaries and other aspects of the business of banks.
Recent federal legislation has instructed federal agencies to adopt standards or
guidelines governing banks' internal controls, information systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation and benefits, asset quality, earnings and stock valuation, and
other matters. Legislation adopted in 1994 gives the federal banking agencies
greater flexibility in implementing standards on asset quality, earnings, and
stock valuation. Regulatory authorities have broad flexibility to initiate
proceedings designed to prohibit banks from engaging in unsafe and unsound
banking practices.

We and the Bank are also affected by various other governmental requirements and
regulations, general economic conditions, and the fiscal and monetary policies
of the federal government and the Federal Reserve Board. The monetary policies
of the Federal Reserve Board influence to a significant extent the overall
growth of loans, leases, investments, deposits, interest rates charged on loans,
and interest rates paid on deposits. The nature and impact of future changes in
monetary policies are often not predictable.

We are subject to the jurisdiction of the SEC for matters relating to the
offering and sale of our securities. We are also subject to the SEC's rules and
regulations relating to periodic reporting, insider trader reports and proxy
solicitation materials. Our common stock is not listed for quotation of prices
on The NASDAQ Stock Market. However, daily bid and asked price quotations are
maintained on the interdealer electronic bulletin board system.

SUPPORT OF THE BANK

Under current Federal Reserve Board policy, we are expected to act as a source
of financial and managerial strength to the Bank by standing ready to use
available resources to provide adequate capital funds to the Bank during periods
of financial adversity and by maintaining the financial flexibility and
capital-raising capacity to obtain additional resources for assisting the Bank.
The support expected by the Federal Reserve Board may be required at times when
we may not have the resources or inclination to provide it.

If a default occurred with respect to the Bank, any capital loans to the Bank
from us would be subordinate in right of payment to payment of the Bank
depositors and certain of its other obligations.

LIABILITY OF COMMONLY CONTROLLED BANKS

The Bank can be held liable for any loss incurred, or reasonably expected to be
incurred, by the FDIC in connection with:



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         o        the default of a commonly controlled FDIC-insured depository
                  institution or
         o        any assistance provided by the FDIC to a commonly controlled
                  FDIC-insured depository institution in danger of default.

"Default" generally is defined as the appointment of a conservator or receiver,
and "in danger of default" generally is defined as the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance.

DEPOSITOR PREFERENCE STATUTE

In the "liquidation or other resolution" of the Bank by any receiver, federal
legislation provides that deposits and certain claims for administrative
expenses and employee compensation against the Bank are afforded a priority over
the general unsecured claims against the Bank, including federal funds and
letters of credit.

ALLOWANCE FOR LOAN LOSSES

There are certain risks inherent in making all loans. These risks include
interest rate changes over the time period in which loans may be repaid, risks
resulting from changes in our Northcentral Pennsylvania area economy, risks
inherent in dealing with individual borrowers, and, in the case of a loan backed
by collateral, risks resulting from uncertainties about the future value of the
collateral.

Commercial loans and commercial real estate loans comprised 40% of our total
consolidated loans as of December 31, 1999. Commercial loans are typically
larger than residential real estate loans and consumer loans. Because our loan
portfolio contains a significant number of commercial loans and commercial real
estate loans with relatively large balances, the deterioration of one or a few
of these loans may cause a significant increase in nonperforming loans. An
increase in nonperforming loans could result in a loss of earnings from these
loans, an increase in the provision for loan losses and loan charge offs.

We maintain an allowance for loan losses to absorb any loan losses based on,
among other things, our historical experience, an evaluation of economic
conditions, and regular reviews of any delinquencies and loan portfolio quality.
We cannot assure you that charge-offs in future periods will not exceed the
allowance for loan losses or that additional increases in the allowance for loan
losses will not be required. Additions to the allowance for loan losses would
result in a decrease in our net income and, possibly, our capital.

In evaluating our allowance for loan losses, we divide our loans into the
following categories:

         o        commercial,
         o        real estate mortgages,
         o        consumer, and
         o        unallocated.

We evaluate some loans as a group and some individually. We use the following
criteria in choosing loans to be evaluated individually:

         o        by industry group,
         o        by risk profile, and
         o        by past due status.

After our evaluation of these loans, we allocate portions of our allowance for
loan losses to categories of loans based upon the following considerations:

         o        historical trends,



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         o        economic conditions, and
         o        any known deterioration.

We use a self-correcting mechanism to reduce differences between estimated and
actual losses. We will, on a quarterly basis, weight our loss experience among
the various categories and reallocate the allowance for loan losses.

For a more in-depth presentation of our allowance for loan losses and the
components of this allowance, please refer to Item 7 of this report under
Management's Discussion and Analysis of Financial Condition and Results of
Operations as well as footnote 4 at Exhibit 13 to this report.

CAPITAL REQUIREMENTS

We are subject to risk-based capital requirements and guidelines imposed by the
Federal Reserve Board, which are substantially similar to the capital
requirements and guidelines imposed by the Comptroller of the Currency on the
Bank. For this purpose, a bank's or bank holding company's assets and certain
specified off-balance sheet commitments are assigned to four risk categories,
each weighted differently based on the level of credit risk that is ascribed to
those assets or commitments. In addition, risk-weighted assets are adjusted for
low-level recourse and market-risk equivalent assets. A bank's or bank holding
company's capital, in turn, includes the following tiers:

         o        core ("Tier 1") capital, which includes common equity,
                  non-cumulative perpetual preferred stock, a limited amount of
                  cumulative perpetual preferred stock, and minority interests
                  in equity accounts of consolidated subsidiaries, less
                  goodwill, certain identifiable intangible assets, and certain
                  other assets; and
         o        supplementary ("Tier 2") capital, which includes, among other
                  items, perpetual preferred stock not meeting the Tier 1
                  definition, mandatory convertible securities, subordinated
                  debt and allowances for loan and lease losses, subject to
                  certain limitations, less certain required deductions.

We, like other bank holding companies, are required to maintain Tier 1 and
"Total Capital" (the sum of Tier 1 and Tier 2 capital, less certain deductions)
equal to at least four percent and eight percent of their total risk-weighted
assets (including certain off-balance sheet items, such as unused lending
commitments and standby letters of credit), respectively. At December 31, 1999,
we met both requirements, with Tier 1 and Total Capital equal to 17.94 percent
and 18.68 percent of total risk-weighted assets.

The Federal Reserve Board has adopted rules to incorporate market and interest
rate risk components into their risk-based capital standards. Amendments to the
risk-based capital requirements, incorporating market risk, became effective
January 1, 1998. Under the new market-risk requirements, capital will be
allocated to support the amount of market risk related to a financial
institution's ongoing trading activities.

The Federal Reserve Board also requires bank holding companies to maintain a
minimum "Leverage Ratio" (Tier 1 capital to adjusted total assets) of three
percent if the bank holding company has the highest regulatory rating and meets
certain other requirements, or of three percent plus an additional cushion of at
least one to two percentage points if the bank holding company does not meet
these requirements. At December 31, 1999, our leverage ratio was 12.94 percent.

The Federal Reserve Board may set capital requirements higher than the minimums
noted above for holding companies whose circumstances warrant it. For example,
bank holding companies experiencing or anticipating significant growth may be
expected to maintain strong capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets.
Furthermore, the Federal Reserve Board has indicated that it will consider a
"Tangible Tier 1 Leverage Ratio" (deducting all intangibles) and other indicia
of capital strength in evaluating proposals for expansion or new activities or
when a bank holding company faces unusual or abnormal risk. The Federal Reserve
Board has not advised us of any specific minimum leverage ratio applicable to
it.



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The Bank is subject to similar risk-based capital and leverage requirements
adopted by the Comptroller of the Currency. The Bank was in compliance with the
applicable minimum capital requirements as of December 31, 1999. The Comptroller
of the Currency has not advised the Bank of any specific minimum leverage ratio
applicable to it.

Failure to meet capital requirements could subject the Bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business. The Federal Deposit Insurance
Corporation Improvements Act of 1991 ("FDICIA"), among other things, identifies
five capital categories for insured banks - well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized, and critically
undercapitalized - and requires federal bank regulatory agencies to implement
systems for "prompt corrective action" for insured banks that do not meet
minimum capital requirements based on these categories. The FDICIA imposed
progressively more restrictive constraints on operations, management, and
capital distributions, depending on the category in which an institution is
classified. Unless a bank is well capitalized, it is subject to restrictions on
its ability to offer brokered deposits, on "pass-through" insurance coverage for
certain of its accounts, and on certain other aspects of its operations. FDICIA
generally prohibits a bank from paying any dividend or making any capital
distribution or paying any management fee to its holding company if the bank
would thereafter be undercapitalized. An undercapitalized bank is subject to
regulatory monitoring and may be required to divest itself of or liquidate
subsidiaries. Holding companies of such institutions may be required to divest
themselves of such institutions or divest themselves of or liquidate other
affiliates. An undercapitalized bank must develop a capital restoration plan,
and its parent bank holding company must guarantee the bank's compliance with
the plan up to the lesser of five percent of the bank's assets at the time it
became undercapitalized or the amount needed to comply with the plan. Critically
undercapitalized institutions are prohibited from making payments of principal
and interest on subordinated debt and are generally subject to the mandatory
appointment of a conservator or receiver.

Rules adopted by the Comptroller of the Currency under FDICIA provide that a
national bank is deemed to be well capitalized if the bank has a total
risk-based capital ratio of ten percent or greater, a Tier 1 risk-based capital
ratio of six percent or greater, and a leverage ratio of five percent or greater
and the institution is not subject to a written agreement, order, capital
directive, or prompt corrective action directive to meet and maintain a specific
level of any capital measure. As of December 31, 1999, the Bank was
well-capitalized, based on the prompt corrective action ratios and guidelines
described above. It should be noted, however, that a bank's capital category is
determined solely for the purpose of applying the Comptroller of the Currency's
prompt corrective action regulations, and that the capital category may not
constitute an accurate representation of the bank's overall financial condition
or prospects.

BROKERED DEPOSITS

Under FDIC regulations, no FDIC-insured bank can accept brokered deposits unless
it (1) is well capitalized, or (2) is adequately capitalized and receives a
waiver from the FDIC. In addition, these regulations prohibit any bank that is
not well capitalized from paying an interest rate on brokered deposits in excess
of three-quarters of one percentage point over certain prevailing market rates.
As of December 31, 1999, the Bank held no brokered deposits.

DIVIDEND RESTRICTIONS

We are a legal entity separate and district from the Bank. In general, under
Pennsylvania law, we cannot pay a cash dividend if such payment would render us
insolvent. Our revenues consist primarily of dividends paid by the Bank. The
National Bank Act limits the amount of dividends the Bank can pay to us without
regulatory approval. The Bank may declare and pay dividends to us to the lesser
of:

         o        the level of undivided profits, and



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         o        absent regulatory approval, an amount not in excess of net
                  income combined with retained net income for the preceding two
                  years.

At December 31, 1999, approximately $2 million was available for payment of
dividends to us.

In addition, federal bank regulatory authorities have authority to prohibit the
Bank from engaging in an unsafe or unsound practice in conducting its business.
Depending upon the financial condition of the bank in question, the payment of
dividends could be deemed to constitute an unsafe or unsound practice. The
ability of the Bank to pay dividends in the future is currently influenced, and
could be further influenced, by bank regulatory policies and capital guidelines.

DEPOSIT INSURANCE ASSESSMENTS

The deposits of the Bank are insured up to regulatory limits by the FDIC and,
accordingly, are subject to deposit insurance assessments to maintain the Bank
Insurance Fund ("BIF") administered by the FDIC. The FDIC has adopted
regulations establishing a permanent risk-related deposit insurance assessment
system. Under this system, the FDIC places each insured bank in one of nine risk
categories based on the bank's capitalization and supervisory evaluations
provided to the FDIC by the institution's primary federal regulator. An insured
bank's insurance assessment rate is then determined by the risk category in
which it is classified by the FDIC.

In the light of the recent favorable financial situation of the federal deposit
insurance funds and the recent low number of depository institution failures,
effective January 1, 1997 the annual insurance premiums on bank deposits insured
by the BIF vary between $0.00 per $100 of deposits for banks classified in the
highest capital and supervisory evaluation categories to $0.27 per $100 of
deposits for banks classified in the lowest capital and supervisory evaluation
categories. BIF assessment rates are subject to semi-annual adjustment by the
FDIC within a range of up to five basis points without public comment. The FDIC
also possesses authority to impose special assessments from time to time.

The Deposit Insurance Funds Act provides for assessments to be imposed on
insured depository institutions with respect to deposits insured by the BIF (in
addition to assessments currently imposed on depository institutions with
respect to BIF-insured deposits) to pay for the cost of Financing Corporation
("FICO") funding. The FDIC established the FICO assessment rates effective for
the fourth quarter 1999 at approximately $0.012 per $100 annually for
BIF-assessable deposits. The FICO assessments are adjusted quarterly to reflect
changes in the assessment bases of the FDIC insurance funds and do not vary
depending upon a depository institution's capitalization or supervisory
evaluations. In 1999, the Bank paid FICO assessments of $15,866.

INTERSTATE BANKING AND BRANCHING

Under the Riegle-Neal Interstate Banking and Branching Efficiency Act
("Riegle-Neal"), subject to certain concentration limits and other requirements:

         o        bank holding companies, such as we, are permitted to acquire
                  banks and bank holding companies located in any state;
         o        any bank that is a subsidiary of a bank holding company is
                  permitted to receive deposits, renew time deposits, close
                  loans, service loans, and receive loan payments as an agent
                  for any other depository institution subsidiary of that bank
                  holding company; and
         o        banks are permitted to acquire branch offices outside their
                  home states by merging with out-of-state banks, purchasing
                  branches in other states, and establishing de novo branch
                  offices in other states.

The ability of banks to acquire branch offices through purchase or opening of
other branches is contingent, however, on the host state having adopted
legislation "opting in" to those provisions of Riegle-Neal. In addition, the
ability of a bank to merge with a bank located in another state is contingent on
the host state not having adopted



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legislation "opting out" of that provision of Riegle-Neal. Pennsylvania has
opted in to all of these provisions upon the condition that another host state
has similar or reciprocal requirements as in Pennsylvania.

As of the date of this report, we are not contemplating any interstate
acquisitions of a bank or a branch office.

CONTROL ACQUISITIONS

The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company, unless the Federal Reserve Board
has been notified and has not objected to the transaction. Under a rebuttable
presumption established by the Federal Reserve Board, the acquisition of ten
percent or more of a class of voting stock of a bank holding company with a
class of securities registered under Section 12 of the Exchange Act, such as we,
would, under the circumstances set forth in the presumption, constitute
acquisition of control of the bank holding company.

In addition, a company is required to obtain the approval of the Federal Reserve
Board under the Bank Holding Company Act before acquiring 25 percent (five
percent in the case of an acquirer that is a bank holding company) or more of
any class of outstanding common stock of a bank holding company, such as we, or
otherwise obtaining control or a "controlling influence" over that bank holding
company.

PERMITTED NON-BANKING ACTIVITIES

The Federal Reserve Board permits us or our subsidiaries to engage in nonbanking
activities so closely related to banking or managing or controlling banks as to
be a proper incident thereto. While the types of permissible activities are
subject to change by the Federal Reserve Board, the principal nonbanking
activities that presently may be conducted by a bank holding company or its
subsidiary without prior approval of the Federal Reserve Board are:

         o        Extending credit and servicing loans. Making, acquiring,
                  brokering, or servicing loans or other extensions of credit
                  (including factoring, issuing letters of credit and accepting
                  drafts) for the company's account or for the account of
                  others.

         o        Activities related to extending credit. Any activity usual in
                  connection with making, acquiring, brokering or servicing
                  loans or other extensions of credit, as determined by the
                  Federal Reserve Board. The Federal Reserve Board has
                  determined that the following activities are usual in
                  connection with making, acquiring, brokering or servicing
                  loans or other extensions of credit:

                  -        Real estate and personal property appraising.
                           Performing appraisals of real estate and tangible and
                           intangible personal property, including securities.

                  -        Arranging commercial real estate equity financing.
                           Acting as intermediary for the financing of
                           commercial or industrial income-producing real estate
                           by arranging for the transfer of the title, control,
                           and risk of such a real estate project to one or more
                           investors, if the bank holding company and its
                           affiliates do not have an interest in, or participate
                           in managing or developing, a real estate project for
                           which it arranges equity financing, and do not
                           promote or sponsor the development of the property.

                  -        Check-guaranty services. Authorizing a subscribing
                           merchant to accept personal checks tendered by the
                           merchant's customers in payment for goods and
                           services, and purchasing from the merchant validly
                           authorized checks that are subsequently dishonored.

                  -        Collection agency services. Collecting overdue
                           accounts receivable, either retail or commercial.



                                       -9-
<PAGE>   10

                  -        Credit bureau services. Maintaining information
                           related to the credit history of consumers and
                           providing the information to a credit grantor who is
                           considering a borrower's application for credit or
                           who has extended credit to the borrower.

                  -        Asset management, servicing, and collection
                           activities. Engaging under contract with a third
                           party in asset management, servicing, and collection
                           of assets of a type that an insured depository
                           institution may originate and own, if the company
                           does not engage in real property management or real
                           estate brokerage services as part of these services.

                  -        Acquiring debt in default. Acquiring debt that is in
                           default at the time of acquisition under certain
                           conditions.

                  -        Real estate settlement servicing. Providing real
                           estate settlement services.

         o        Leasing personal or real property. Leasing personal or real
                  property or acting as agent, broker, or adviser in leasing
                  such property under certain conditions.

         o        Operating nonbank depository institutions:

                  -        Industrial banking. Owning, controlling, or operating
                           an industrial bank, Morris Plan bank, or industrial
                           loan company, so long as the institution is not a
                           bank.

                  -        Operating savings association. Owning, controlling or
                           operating a savings association, if the savings
                           association engages only in deposit-taking
                           activities, lending, and other activities that are
                           permissible for bank holding companies.

         o        Trust company functions. Performing functions or activities
                  that may be performed by a trust company (including activities
                  of a fiduciary, agency, or custodial nature), in the manner
                  authorized by federal or state law, so long as the company is
                  not a bank for purposes of the Bank Holding Company Act.

         o        Financial and investment advisory activities. Acting as
                  investment or financial advisor to any person, including
                  (without, in any way, limiting the foregoing):

                  -        Serving as investment adviser (as defined in section
                           2(a)(20) of the Investment Company Act of 1940, 15
                           U.S.C. 80a-2(a)(20)), to an investment company
                           registered under that act, including sponsoring,
                           organizing, and managing a closed-end investment
                           company;

                  -        Furnishing general economic information and advice,
                           general economic statistical forecasting services,
                           and industry studies;

                  -        Providing advice in connection with mergers,
                           acquisitions, divestitures, investments, joint
                           ventures, leveraged buyouts, recapitalizations,
                           capital structurings, financing transactions and
                           similar transactions, and conducting financial
                           feasibility studies;

                  -        Providing information, statistical forecasting, and
                           advice with respect to any transaction in foreign
                           exchange, swaps, and similar transactions,
                           commodities, and any forward contract, option,
                           future, option on a future, and similar instruments;

                  -        Providing educational courses, and instructional
                           materials to consumers on individual financial
                           management matters; and

                  -        Providing tax-planning and tax-preparation services
                           to any person.



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         o        Agency transactional services for customer investments:

                  -        Securities brokerage. Providing securities brokerage
                           services (including securities clearing and/or
                           securities execution services on an exchange),
                           whether alone or in combination with investment
                           advisory services, and incidental activities
                           (including related securities credit activities and
                           custodial services), if the securities brokerage
                           services are restricted to buying and selling
                           securities solely as agent for the account of
                           customers and do not include securities underwriting
                           or dealing.

                  -        Riskless principal transactions. Buying and selling
                           in the secondary market all types of securities on
                           the order of customers as a "riskless principal" to
                           the extent of engaging in a transaction in which the
                           company, after receiving an order to buy (or sell) a
                           security from a customer, purchases (or sells) the
                           security for its own account to offset a
                           contemporaneous sale to (or purchase from) the
                           customer. This does not include:

                           (A) Selling bank-ineligible securities at the order
                  of a customer that is the issuer of the securities, or selling
                  bank-ineligible securities in any transaction where the
                  company has a contractual agreement to place the securities as
                  agent of the issuer; or

                           (B) Acting as a riskless principal in any transaction
                  involving a bank-ineligible security for which the company or
                  any of its affiliates acts as underwriter (during the period
                  of the underwriting or for 30 days thereafter) or dealer.

                  -        Private placement services. Acting as agent for the
                           private placement of securities in accordance with
                           the requirements of the Securities Act of 1933 ("1933
                           Act") and the rules of the Securities and Exchange
                           Commission, if the company engaged in the activity
                           does not purchase or repurchase for its own account
                           the securities being placed, or hold in inventory
                           unsold portions of issues of these securities.

                  -        Futures commission merchant. Acting as a futures
                           commission merchant ("FCM") for unaffiliated persons
                           in the execution, clearance, or execution and
                           clearance of any futures contract and option on a
                           futures contract traded on an exchange in the United
                           States or abroad under certain conditions.

                  -        Other transactional services. Providing to customers
                           as agent transactional services with respect to swaps
                           and similar transactions.

         o        Investment transactions as principal:

                  -        Underwriting and dealing in government obligations
                           and money market instruments. Underwriting and
                           dealing in obligations of the United States, general
                           obligations of states and their political
                           subdivisions, and other obligations that state member
                           banks of the Federal Reserve System may be authorized
                           to underwrite and deal in under 12 U.S.C. 24 and 335,
                           including banker's acceptances and certificates of
                           deposit, under the same limitations as would be
                           applicable if the activity were performed by the bank
                           holding company's subsidiary member banks or its
                           subsidiary nonmember banks as if they were member
                           banks.

                  -        Investing and trading activities. Engaging as
                           principal in:

                              (A) Foreign exchange;


                                      -11-
<PAGE>   12

                           (B) Forward contracts, options, futures, options on
                  futures, swaps, and similar contracts, whether traded on
                  exchanges or not, based on any rate, price, financial asset
                  (including gold, silver, platinum, palladium, copper, or any
                  other metal approved by the Board), nonfinancial asset, or
                  group of assets, other than a bank-ineligible security under
                  certain conditions.

                           (C) Forward contracts, options, futures, options on
                  futures, swaps, and similar contracts, whether traded on
                  exchanges or not, based on an index of a rate, a price, or the
                  value of any financial asset, nonfinancial asset, or group of
                  assets, if the contract requires such settlement.

                  -        Buying and selling bullion, and related activities.
                           Buying, selling and storing bars, rounds, bullion,
                           and coins of gold, silver, platinum, palladium,
                           copper, and any other metal approved by the Federal
                           Reserve Board, for the company's own account and the
                           account of others, and providing incidental services
                           such as arranging for storage, safe custody,
                           assaying, and shipment.

         o        Management consulting and counseling activities:

                  -        Management consulting. Providing management
                           consulting advice under certain conditions.

                  -        Employee benefits consulting services. Providing
                           consulting services to employee benefit, compensation
                           and insurance plans, including designing plans,
                           assisting in the implementation of plans, providing
                           administrative services to plans, and developing
                           employee communication programs for plans.

                  -        Career counseling services. Providing career
                           counseling services to:

                           (A) A financial organization and individuals
                  currently employed by, or recently displaced from, a financial
                  organization;

                           (B) Individuals who are seeking employment at a
                  financial organization; and

                           (C) Individuals who are currently employed in or who
                  seek positions in the finance, accounting, and audit
                  departments of any company.

         o        Support services:

                  -        Courier services. Providing courier services for:

                           (A) Checks, commercial papers, documents, and written
                  instruments (excluding currency or bearer-type negotiable
                  instruments) that are exchanged among banks and financial
                  institutions; and

                           (B) Audit and accounting media of a banking or
                  financial nature and other business records and documents used
                  in processing such media.

                  (ii) Printing and selling MICR-encoded items. Printing and
         selling checks and related documents, including corporate image checks,
         cash tickets, voucher checks, deposit slips, savings withdrawal
         packages, and other forms that require Magnetic Ink Character
         Recognition ("MICR") encoding.



                                      -12-
<PAGE>   13

         o        Insurance agency and underwriting:

                  -        Credit insurance. Acting as principal, agent, or
                           broker for insurance (including home mortgage
                           redemption insurance) that is:

                           (A) Directly related to an extension of credit by the
                  bank holding company or any of its subsidiaries; and

                           (B) Limited to ensuring the repayment of the
                  outstanding balance due on the extension of credit in the
                  event of the death, disability, or involuntary unemployment of
                  the debtor.

                  -        Finance company subsidiary. Acting as agent or broker
                           for insurance directly related to an extension of
                           credit by a finance company that is a subsidiary of a
                           bank holding company under certain conditions.

                  -        Engaging in any general insurance agency activities.

         o        Community development activities:

                  -        Financing and investment activities. Making equity
                           and debt investments in corporations or projects
                           designed primarily to promote community welfare, such
                           as the economic rehabilitation and development of
                           low-income areas by providing housing, services, or
                           jobs for residents.

                  -        Advisory activities. Providing advisory and related
                           services for programs designed primarily to promote
                           community welfare.

         o        Money orders, savings bonds, and traveler's checks. The
                  issuance and sale at retail of money orders and similar
                  consumer-type payment instruments; the sale of U.S. savings
                  bonds; and the issuance and sale of traveler's checks.

         o        Data processing. Providing data processing and data processing
                  and data transmission services, facilities (including data
                  processing and data transmission hardware, software,
                  documentation, or operating personnel), data bases, advice,
                  and access to such services, facilities, or data bases by any
                  technological means under certain conditions.

COMMUNITY REINVESTMENT ACT

The Community Reinvestment Act of 1977, as amended (the "CRA"), and the
regulations promulgated to implement the CRA are designed to create a system for
bank regulatory agencies to evaluate a depository institution's record in
meeting the credit needs of its community. CRA regulations establish tests for
evaluating both small and large depository institutions' investment in the
community. A "small bank" is defined as a bank which has total assets of less
than $250 million and is independent or is an affiliate of a holding company
with less than $1 billion in assets. There are streamlined procedures for
evaluating small banks and the frequency of CRA examinations will occur less
often based upon a bank's CRA rating. A large retail institution is one which
does not meet the "small bank" definition. A large retail institution can be
evaluated under one of two tests: (1) a three-part test evaluating the
institution's lending, service and investment performance; or (2) a "strategic
plan" designed by the institution with community involvement and approved by the
appropriate federal bank regulator. A large institution must choose one of these
options under which, to be examined. In addition, the CRA regulations include
separate rules regarding the manner in which "wholesale banks" and "limited
purpose banks" will be evaluated for compliance.



                                      -13-
<PAGE>   14

For the purposes of the CRA regulations, the Bank is deemed to be a "small
bank," based upon financial information as of December 31, 1999. The Bank will
be examined under the streamlined procedures. The Bank received a "satisfactory"
CRA rating in its last CRA examination which was held in 1997.

CONCENTRATION

We are not dependent for deposits nor exposed by loan concentrations to a single
customer or to a small group of customers the loss of any one or more of which
would have a materially adverse effect on our financial condition.

FINANCIAL SERVICES MODERNIZATION

On November 12, 1999, the President signed into law the Gramm-Leach-Bliley Act
(the "Act") which will, in general, take effect on March 11, 2000. The Act
contains some of the most far-reaching changes governing the operations of
companies doing business in the financial services industry. The Act eliminates
the restrictions placed on the activities of banks and bank holding companies.
By creating two new structures - financial holding companies and financial
subsidiaries - we and the Bank will be allowed to provide a wider array of
financial services and products that were reserved only for insurance companies
and securities firms. In addition, we can now affiliate with an insurance
company and a securities firm.

We would qualify to elect to become a financial holding company. This election
is made to the Federal Reserve Board. A financial holding company has authority
to engage in activities referred to as "financial activities" that are not
permitted to bank holding companies. A financial holding company may also
affiliate with companies that are engaged in financial activities. A "financial
activity" is an activity that does not pose a safety and soundness risk and is:

         o        financial in nature,
         o        incidental to an activity that is financial in nature, or
         o        complimentary to a financial activity.

The Act lists certain activities as financial in nature:

         o        Lending, investing or safeguarding money or securities;
         o        Underwriting insurance or annuities, or acting as an insurance
                  or annuity principal, agent or broker;
         o        Providing financial or investment advice;
         o        Issuing or selling interests in pools of assets that a bank
                  could hold;
         o        Underwriting, dealing in or making markets in securities;
         o        Engaging in any activity that the Federal Reserve Board found
                  before the Act to be related closely to banking (See the
                  section in this report entitled "Permitted Non-banking
                  Activities");
         o        Engaging within the United States in any activity that a bank
                  holding company could engage in outside of the country, if the
                  Federal Reserve Board determined before the Act that the
                  activity was usual in connection with banking or other
                  financial operations internationally;
         o        Merchant banking - acquiring or controlling ownership
                  interests in an entity engaged in impermissible activities,
                  if: the interests are not held by a depository institution;
                  the interests are held by a securities affiliate or an
                  investment advisory affiliate of an insurance company as part
                  of underwriting, merchant or investment banking activity; the
                  interests are held long enough to enable their sale in a
                  manner consistent with the financial viability of such an
                  activity; and we do not control the entity except to the
                  extent necessary to obtain a reasonable return on the
                  investment; or
         o        Insurance portfolio investing - acquiring or controlling
                  ownership interests in an entity engaged in impermissible
                  activities, if: the interests are not held by a depository
                  institution; the interests are held by an insurance or annuity
                  company; the interests represent investments made in the
                  ordinary course of business in accordance with state law; and
                  we do not control the entity except to the extent necessary to
                  obtain a reasonable return on the investment.



                                      -14-
<PAGE>   15

The Act instructs the Federal Reserve Board to adopt a regulation or order
defining certain additional activities as financial in nature, to the extent
they are consistent with the purposes of the Act. These are:

         o        Lending, exchanging, transferring, investing for others or
                  safeguarding financial assets other than money or securities;
         o        Providing any method of transferring financial assets; and
         o        Arranging, effecting or facilitating financial transactions
                  for third parties.

Other activities also may be decided by the Federal Reserve Board to be
financial in nature or incidental to a financial activity if they meet specified
criteria. The Federal Reserve Board is instructed to consider the purposes of
the Act and the Bank Holding Company Act; changes in the market in which
financial holding companies compete; changes in the technology used to deliver
financial services; and whether the proposed activity is necessary or
appropriate to allow a financial holding company and its affiliates to compete
effectively, deliver services efficiently and offer services through the most
advanced technological means available.

The Act gives national banks authority to use "financial subsidiaries" to engage
in financial activities. This authority has some limitations. A financial
subsidiary of the Bank may not, as a principal:

         o        underwrite insurance or annuities;
         o        engage in real estate development or investment;
         o        engage in merchant banking; or
         o        engage in insurance portfolio investment activities.

A bank's investment in a financial subsidiary will affect the way it calculates
its capital. The bank must deduct from its assets and stockholders' equity the
total of its investments in financial subsidiaries. Moreover, a bank must
present its financial information in two ways: in accordance with generally
accepted accounting principles, and, separately, in a manner that reflects the
segregation of the bank's investments in financial subsidiaries.

As of the date of this report, we have not considered whether to elect to become
a financial holding company, or to engage in any financial activities, or to
establish any financial subsidiaries for the Bank.

PRIVACY

The Act creates a minimum federal standard of privacy. A state can impose a
greater or more restrictive standard of privacy than the Act. There is
established a mechanism to protect the confidentiality of a customer's
non-public personal financial information. The Act requires the Bank to disclose
to a consumer or customer its policies to protect the confidentiality and
security of nonpublic personal information and to alert the consumer or customer
that he or she may opt out of any sharing of such information with any
affiliated or non-affiliated third party. This notice must be given initially,
and on an annual basis if the consumer becomes a customer.

The term consumer is different from the term customer. A consumer means an
individual who obtains or has obtained a financial product or service from the
Bank that is to be used primarily for personal, family or household purposes or
that individual's representative. A customer of the Bank is an individual with a
continuous relationship with the Bank. The federal bank regulatory agencies
issued proposed regulations which give several examples of a consumer and
customer relationship:

         o        An individual who applies to the Bank for credit for personal,
                  family or household purposes is a consumer of a financial
                  service, regardless of whether the credit is extended;
         o        An individual who provides nonpublic personal information to
                  the Bank in order to obtain a determination about whether he
                  or she may qualify for a loan to be used primarily for
                  personal, family, or household purposes is a consumer of a
                  financial service, regardless of whether the loan is extended
                  by the Bank or another financial institution.


                                      -15-
<PAGE>   16

         o        An individual who provides nonpublic personal information to
                  the Bank in connection with obtaining or seeking to obtain
                  financial, investment or economic advisory services is a
                  consumer regardless of whether the Bank establishes an ongoing
                  advisory relationship.

         o        An individual who negotiates a workout with the Bank for a
                  loan that the Bank owns is a consumer regardless of whether
                  the Bank originally extended the loan to the individual.

         o        An individual who has a loan from the Bank is the Bank's
                  consumer even if the Bank:
                  -        Hires an agent to collect on the loan;
                  -        Sells the rights to service the loan; or
                  -        Bought the loan from the financial institution that
                           originated the loan.
         o        An individual is not the Bank's consumer solely because the
                  Bank processes information about the individual on behalf of a
                  financial institution that extended the loan to the
                  individual.

On the other hand, several examples of a customer follow:

         o        A consumer has a continuing relationship with the Bank if the
                  consumer:
                  -        Has a deposit, credit, trust or investment account
                           with the Bank;
                  -        Purchases an insurance product from the Bank;
                  -        Holds an investment product through the Bank;
                  -        Enters into an agreement or understanding with the
                           Bank whereby the Bank undertakes to arrange or broker
                           a home mortgage loan for the consumer;
                  -        Has a loan that the Bank services where the Bank owns
                           the servicing rights;
                  -        Enters into a lease of personal property with the
                           Bank; or
                  -        Obtains financial, investment, or economic advisory
                           services from the Bank for a fee.
         o        A consumer does not, however, have a continuing relationship
                  with the Bank and therefore is not a customer, if:
                  -        The consumer only obtains a financial product or
                           service in an isolated transaction, such as
                           withdrawing cash from the Bank's ATM or purchasing a
                           cashier's check or money order;
                  -        The Bank sells the consumer's loan and does not
                           retain the rights to service the loan; or
                  -        The Bank sells the consumer airline tickets, travel
                           insurance or traveler's checks in an isolated
                           transaction.

In general, the Bank cannot disclose to a nonaffiliated third party any
nonpublic personal information of its customers unless the Bank provides its
customer with a notice that includes:

         o        the policies and practices of the Bank with regard to:
                  -        disclosing nonpublic information to nonaffiliated
                           third parties;
                  -        the categories of persons to whom the information is
                           or may be disclosed; and
                  -        the policy for disclosure to former customers;
         o        categories of nonpublic information that are collected by the
                  Bank;
         o        the policies that the Bank maintains to protect the
                  confidentiality and security of nonpublic personal
                  information; and
         o        the disclosure, if required, under the Fair Credit Reporting
                  Act.

The Act sets forth a new requirement that this notice to a consumer or customer
must be in clear and conspicuous or "plain English" language and presentation.
The proposed regulations give several examples of the rules to follow in
drafting these notices:

         o        The Bank makes its notice reasonably understandable if, the
                  Bank:
                  -        Presents the information contained in the notice in
                           clear, concise sentences, paragraphs and sections;
                  -        Uses short explanatory sentences and bullet lists,
                           whenever possible;
                  -        Uses definite, concrete, everyday words and active
                           voice, whenever possible;
                  -        Avoids multiple negatives;


                                      -16-
<PAGE>   17

                  -        Avoids legal and highly technical business
                           terminology; and
                  -        Avoids boilerplate explanations that are imprecise
                           and readily subject to different interpretations.
         o        The Bank designs its notice to call attention to the nature
                  and significance of the information contained in the notice
                  if, to the extent applicable, the Bank:
                  -        Uses a plain-language heading to call attention to
                           the notice;
                  -        Uses a typeface and type size that are easy to read;
                           and
                  -        Provides wide margins and ample line spacing.
         o        If the Bank provides a notice on the same form as another
                  notice or other documents, the Bank designs its notice to call
                  attention to the nature and significance of the information
                  contained in the notice if the Bank uses:
                  -        Larger type size(s), boldface or italics in the
                           text;
                  -        Wider margins and line spacing in the notice; or
                  -        Shading or sidebars to highlight the notice, whenever
                           possible.

The Act creates certain exceptions to the prohibition on disclosure of nonpublic
personal information of customers. Some of these exceptions are:

         o        with the consent of the customer;
         o        to effect, administer or enforce a transaction requested or
                  authorized by the customer;
         o        the servicing or processing of a financial product or service
                  requested or authorized by the customer;
         o        the maintaining or servicing of the customer's account with
                  the Bank or with another entity as part of a private label
                  credit card program;
         o        disclosure to persons holding a legal or beneficial interest
                  relating to the customer or to persons acting in a fiduciary
                  or representative capacity on behalf of the customer;
         o        providing information to insurance rate advisory
                  organizations, guaranty funds or agencies, rating agencies,
                  persons assessing the Bank's compliance with industry
                  standards and the Bank's attorneys, accountants and auditors;
                  and
         o        disclosure permitted under other laws, such as the Right to
                  Financial Privacy Act, to law enforcement agencies or under
                  local and state laws.

The Bank cannot disclose an account number or similar form of access code for a
credit card account, deposit account or transaction account of a customer to any
non-affiliated third party for use in telemarketing, direct mail marketing or
other marketing through electronic mail to the customer.

THE BANK

The Bank's legal headquarters are located at 232 East Street, Bloomsburg,
Columbia County, Pennsylvania 17815. The Bank is a locally-owned and managed
community bank that seeks to provide personal attention and professional
financial assistance to its customers. The Bank serves the needs of individuals
and small - and medium-sized businesses. The Bank's business philosophy includes
offering direct access to its President and other officers and providing
friendly, informed and courteous service, local and timely decision making,
flexible and reasonable operating procedures and consistently-applied credit
policies.

The Bank solicits small and medium-sized businesses located primarily with in
the Bank's market area that typically borrow in the $25,000 to $1.0 million
range. In the event that certain loan requests may exceed the Bank's lending
limit to any one customer, the Bank seeks to arrange such loans on a
participation basis with other financial institutions.



                                      -17-
<PAGE>   18

MARKETING AREA

The Bank's primary market area is Columbia County, a 484 square mile area
located in Northcentral Pennsylvania with a population of approximately 63,200
based on 1990 census data. The Town of Bloomsburg is the County's largest
municipality and its center of industry and commerce. Bloomsburg has a
population of approximately 12,400 based on 1990 census data, and is the county
seat. Berwick, located on the eastern boundary of the County, is the second
largest municipality, with a 1990 population of approximately 11,000. The Bank
currently serves its market area through six branch offices located in
Bloomsburg, Benton, Lightstreet, Millville, Orangeville and South Centre,
Columbia County.

The Bank competes with eight other depository institutions in Columbia County.
The Bank's major competitors are: First National Bank of Berwick; PNC Bank,
N.A., the largest commercial bank headquartered in Pennsylvania; and First
Columbia Bank and Trust Company of Bloomsburg, Pennsylvania.

The Bank's extended market area includes the adjacent Pennsylvania counties of
Luzerne, Montour, Northumberland, Schuylkill and Sullivan.

FUTURE LEGISLATION

Various legislation, including proposals to substantially change the financial
institution regulatory system and to expand or contract the powers of banking
institutions and bank holding companies, is from time to time introduced in the
Congress. This legislation may change banking statutes and our operating
environment in substantial and unpredictable ways. If enacted, such legislation
could increase or decrease the cost of doing business, limit or expand
permissible activities or affect the competitive balance among banks, savings
associations, credit unions, and other financial institutions. We can not
accurately predict whether any of this potential legislation will ultimately be
enacted, and, if enacted, the ultimate effect that it, or implementing
regulations, would have upon our financial condition or results of operations.



                                      -18-
<PAGE>   19

ITEM 2.  PROPERTIES

Our corporate headquarters are located at 232 East Street, Bloomsburg,
Pennsylvania. We own this facility which has approximately 11,686 square feet.
The Bank's legal or registered office is also at 232 East Street, Bloomsburg,
Pennsylvania.

Our remaining banking centers, all of which we own, are described as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                          Approximate
             Location                    Square Footage              Use
---------------------------------------------------------------------------------------------
<S>                                      <C>              <C>
Orangeville, PA                               2,259       Banking Services
---------------------------------------------------------------------------------------------
Benton, PA                                    4,672       Banking Services
---------------------------------------------------------------------------------------------
South Centre, PA                              3,868       Banking Services
---------------------------------------------------------------------------------------------
Scott Township, PA                           16,500       Banking Services, Corporate,
                                                          Credit and Operations
---------------------------------------------------------------------------------------------
Millville, PA                                 2,520       Banking Services
---------------------------------------------------------------------------------------------
</TABLE>

We consider our facilities to be suitable and adequate for our current and
immediate future purposes.

ITEM 3.  LEGAL PROCEEDINGS

We and the Bank are not parties to any legal proceedings that could have any
significant effect upon our financial condition or income. In addition, we and
the Bank are not parties to any legal proceedings under federal and state
environmental laws.


PART II.

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

We had 757 stockholders of record including individual participants in security
position listings and 1,366,754 shares of common stock, par value of $1.25 per
share, the only authorized class of common stock, outstanding as of February 29,
2000. Our common stock trades under the symbol "CCFN." As of February 29, 2000,
six firms were identified on the interdealer electronic bulletin board system as
market makers in our common stock. The following information is reported by one
of our market makers: Tucker Anthony Cleary Gull of Lancaster, Pennsylvania.
These quotations represent prices between buyers and sellers and do not include
retail makeup, markdown or commission. They may not necessarily represent actual
transactions. The high and low closing sale prices and dividends per share of
our common stock for the four quarters of 1999 and 1998 are summarized in the
following table.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                                                          Dividends
1999:                                                                       High              Low          Declared
----------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>              <C>          <C>
First quarter                                                               25.00            19.13           .116
----------------------------------------------------------------------------------------------------------------------
Second quarter                                                              20.50            18.00           .130
----------------------------------------------------------------------------------------------------------------------
Third quarter                                                               20.63            20.00           .130
----------------------------------------------------------------------------------------------------------------------
Fourth quarter                                                              20.12            18.75           .130
----------------------------------------------------------------------------------------------------------------------


----------------------------------------------------------------------------------------------------------------------
                                                                                                          Dividends
1998:                                                                       High              Low          Declared
----------------------------------------------------------------------------------------------------------------------
First quarter                                                               26.25            23.00           .116
----------------------------------------------------------------------------------------------------------------------
Second quarter                                                              30.50            27.00           .116
----------------------------------------------------------------------------------------------------------------------
Third quarter                                                               31.00            28.00           .116
----------------------------------------------------------------------------------------------------------------------
Fourth quarter                                                              25.75            25.00           .116
----------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      -19-
<PAGE>   20

We have paid cash dividends since 1983. It is our present intention to continue
the dividend payment policy, although the payment of future dividends must
necessarily depend upon earnings, financial position, appropriate restrictions
under applicable law and other factors relevant at the time the Board of
Directors considers any declaration of dividends.

ITEM 6.  SELECTED FINANCIAL DATA

The information called for by this item is filed at Exhibit 13 to this report
and is incorporated in its entirety by reference under this Item 6.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The information called for by this item is filed at Exhibit 13 to this report
and is incorporated in its entirety by reference under this Item 7.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by this item is filed at Exhibit 13 to this report
and is incorporated in its entirety by reference under this Item 7A.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements and notes to these statements are filed at
Exhibit 13 to this report and are incorporated in their entirety by reference
under this Item 8.

Our supplementary data is filed at Exhibit 13 to this report and is incorporated
in its entirety by reference under this Item 8.


PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

At February 29, 2000, we had nine directors.

Our directors are divided into three classes: three directors are in Class 1;
three directors are in Class 2; and three directors are in Class 3. Each
director holds office for a three-year term. The terms of the classes are
staggered, so that the term of office of one class expires each year.

The following information includes the age of each of our current directors and
those persons who have been nominated to become a director upon their election
at our 2000 annual meeting of stockholders. All of our current directors are
also nominees for director.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
               NAME                     AGE             PRINCIPAL OCCUPATION          DIRECTOR SINCE
-------------------------------------------------------------------------------------------------------
<S>                                     <C>      <C>                                  <C>
Don E. Bangs                            68       Retired Owner - Insurance Agency          1985
-------------------------------------------------------------------------------------------------------
Robert M. Brewington, Jr.               49       Automobile and Truck Dealer; and
                                                 School Bus Contractor                     1996
-------------------------------------------------------------------------------------------------------
Edward L. Campbell                      61       Restauranteur; Christmas Tree
                                                 Dealer                                    1985
-------------------------------------------------------------------------------------------------------
</TABLE>

                                      -20-
<PAGE>   21



<TABLE>
<CAPTION>
<S>                                     <C>      <C>                                       <C>
Edward R. Harding, Jr.                  53       Attorney                                  1984
-------------------------------------------------------------------------------------------------------
William F. Hess                         66       Dairy Farmer                              1983
-------------------------------------------------------------------------------------------------------
Rodney B. Keller                        49       Community Development Director
                                                 for an Electric Utility                   2000
-------------------------------------------------------------------------------------------------------
Willard H. Kile, Sr.                    72       Real Estate Sales and Rentals             1983
-------------------------------------------------------------------------------------------------------
Charles E. Long                         64       Former Hardware/Masonry Products          1993
                                                 Wholesaler and Retailer
-------------------------------------------------------------------------------------------------------
Paul E. Reichart                        62       Commercial Banker                         1983
-------------------------------------------------------------------------------------------------------
</TABLE>

PRINCIPAL OFFICERS

Our principal officers are appointed by the Board of Directors and serve at the
will of the Board of Directors, subject to certain change in control agreements
discussed later in this report. The following information is presented for our
principal officers:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
                                                                        EMPLOYEE
               NAME & POSITION                  HELD SINCE        SINCE          AGE
----------------------------------------------------------------------------------------
<S>                                             <C>               <C>            <C>
William F. Hess
Chairman                                           1998             *            66
----------------------------------------------------------------------------------------
Paul E. Reichart
President and CEO                                  1985           1960           62
----------------------------------------------------------------------------------------
Don E. Bangs
Secretary                                          1993             *            68
----------------------------------------------------------------------------------------
Virginia D. Kocher
Treasurer                                          1991           1972           52
----------------------------------------------------------------------------------------
</TABLE>

* Not an employee of the Company and the Bank.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Executive officers and directors and "beneficial owners" of more than ten
percent of our common stock must file initial reports of ownership and reports
of changes in ownership with the SEC pursuant to Section 16(a).

We have reviewed the reports and written representations from the executive
officers and directors. Based on this review, we believe that all filing
requirements were met during 1999.

ITEM 11. EXECUTIVE COMPENSATION

This section of the report contains charts that show the amount of compensation
earned by our executive officers whose salary and bonus exceeded $100,000 for
1999. It also contains the performance graph comparing our performance relative
to a peer group and the report of our human resource committee explaining the
compensation philosophy for our most highly paid officers.


                                      -21-
<PAGE>   22

SUMMARY COMPENSATION TABLE (1)

<TABLE>
<CAPTION>
                                      ANNUAL COMPENSATION
---------------------------------------------------------------------------------------------
                                                             OTHER ANNUAL      ALL OTHER
                                        SALARY     BONUS     COMPENSATION     COMPENSATION
 NAME AND PRINCIPAL POSITION    YEAR     ($)        ($)         ($)(2)           ($)(3)
---------------------------------------------------------------------------------------------
<S>                             <C>     <C>       <C>        <C>              <C>
Paul E. Reichart                1999    90,895    23,653(4)      8,400            4,131
President and                   1998    88,247    19,902(5)      8,800            3,542
Chief Executive                 1997    85,677    27,239(6)      8,400            3,571
Officer
---------------------------------------------------------------------------------------------
</TABLE>

(1)      From January 1, 1997 through December 31, 1999, the Company did not pay
         any long-term compensation in the form of stock options, stock
         appreciation rights, restricted stock or any other long-term
         compensation, nor did it make any long-term incentive plan payments.
         Accordingly, no such information is presented in the summary
         compensation table set forth above. No such arrangements are currently
         in effect
(2)      Represents the payment of directors' fees by the Bank for the years
         presented. Mr. Reichart did not receive perquisites and other personal
         benefits, securities and property that totaled in the aggregate for the
         years presented either $50,000 or 10% of the total of the amounts
         reported under the salary and bonus columns. Therefore, the amounts for
         such perquisites and other personal benefits, securities and property
         are not reported..
(3)      These figures represent annual term insurance premium payments on the
         life of Mr. Reichart.
(4)      Includes 9,977 as a life insurance premium payment for a deferred
         compensation plan; $1,851 as a cash bonus representing 2% of base
         salary; $4,941 as a contribution to the bank's profit sharing plan;
         $1,350 representing 50% up to 3% matching contribution to Mr.
         Reichart's 401K plan; $865 representing car expense; and $4,669
         representing cafeteria plan benefits.
(5)      Includes $5,364 as a life insurance premium payment for a deferred
         compensation plan; $3,459 as a cash bonus representing 4% of base
         salary; $4,455 as a contribution tot the bank's profit sharing plan;
         $1,300 representing 50% up to 3% matching contribution to Mr.
         Reichart's 401K plan; $854 representing car expense; and $4,488
         representing cafeteria plan benefits.
(6)      Includes $15,000 as a life insurance premium payment for a deferred
         compensation plan; $5,978 as a contribution to the bank's profit
         sharing plan; $1,285 representing 50% up to 3% matching contribution to
         Mr. Reichart's 401K plan; $800 representing car expense; and $4,176
         representing cafeteria plan benefits.

                             EXECUTIVE COMPENSATION

HUMAN RESOURCE COMMITTEE REPORT

Executive compensation for the officers of the Company and the Bank is
determined by the Human Resource Committee of the Company's Board of Directors.
Salaries and bonuses for the executive officers are reviewed annually. All
executive compensation is paid by the Bank to the applicable executive.

COMPENSATION PHILOSOPHY

Our executive compensation philosophy is designed to attract, retain, and
motivate the best managerial talent available in line with three central themes:
alignment, accountability, and attraction.

         o        Alignment with the long-term interests of our stockholders;
         o        Accountability for results by linking executives to the
                  Company and individual performance; and
         o        Attraction, motivation and retention of critical talent.

The Human Resource Committee annually conducts a full review of our executives
and their performance in determining compensation levels. For 1999, the Human
Resource Committee considered various qualitative and quantitative indicators of
the Company and individual performance in determining the level of compensation
for President and Chief Executive Officer and other executive officers. The
review included an evaluation of the Company's performance both on a short- and
long-term basis. This review included an analysis of quantitative measures, such
as Return on Equity. The Human Resource Committee considered also qualitative
measures such as leadership, experience, strategic direction, community
representation and social responsibility. The Human Resource Committee has been
sensitive to management's maintaining a balance between actions that foster
long-term value creation and short-term performance. In addition, the Human
Resource Committee evaluates total executive compensation in light of the
operational and financial performance and compensation practices of the
commercial banking industry in the Pennsylvania region.



                                      -22-
<PAGE>   23

Base salaries are reviewed each year and generally adjusted relative to
individual performance and competitive salaries with the commercial banking
industry in the Pennsylvania region.

A base salary increase of 3% was made to all executives in 1999. Actual salaries
will continue to be set according to the scope of the responsibilities of each
executive officer's position.

DEFERRED COMPENSATION AGREEMENTS FOR EXECUTIVE OFFICERS

Paul E. Reichart has served as our and the Bank's President and Chief Executive
Officer since 1985. Mr. Reichart was named Vice Chairman in 1998. J. Jan Girton
has served as the Executive Vice President, Chief Operating Officer and
Assistant Secretary of the Bank since 1987. As a result of Messrs. Reichart's
and Girton's active involvement and experience in the affairs of the Bank, the
Bank has depended upon, and continues to depend upon, their continued
employment. The Bank does not maintain employment agreements or key man
insurance, other than the deferred compensation agreements described below, with
respect to Messrs. Reichart and Girton. In 1992, the Bank entered into
agreements with Paul E. Reichart, President and Chief Executive Officer of the
Company and the Bank, and J. Jan Girton, Executive Vice President, Chief
Operating Officer and Assistant Secretary of the Bank, to establish a
non-qualified deferred compensation plan for these officers.

Each officer is deferring compensation in order to participate in his deferred
compensation plan. If the officer continues to serve as an officer of the Bank
until he attains 65 years of age, the Bank has agreed to pay him 120 guaranteed
consecutive monthly payments commencing on the first day of the month following
the officer's 65th birthday. Each officer's guaranteed monthly payment is based
upon the future value of life insurance purchased with the compensation the
officer has deferred. If the officer attains 65 years of age but dies before
receiving all of the guaranteed monthly payments, then the Bank will make the
remaining payments to the officer's designated beneficiary or to the
representative of his estate. In the event that the officer dies while serving
as an officer, but prior to age 65 years of age, then the Bank will remit the
guaranteed monthly payments to the officer's designated beneficiary or to the
representative of his estate. The Bank has obtained life insurance (designating
the bank as the beneficiary) on the life of each participating officer in an
amount which is intended to cover the Bank's obligations under the deferred
compensation plan, based upon certain actuarial assumptions. In 1999, the Bank
accrued $4,255 as an expense for the deferred compensation plan.

SIX YEAR PERFORMANCE GRAPH

The following graph and table compare the cumulative total stockholder return on
our common stock during the six-year period ending on December 31, 1999, with
(i) the cumulative total return on the SNL Securities Corporation Performance
Index (1) for 35 publicly-traded banks with under $250 million in total assets
in the Middle Atlantic area (2), and (ii) the cumulative total return for all
United States stocks traded on the NASDAQ Stock market. The comparison assumes
the value of the investment in our common stock and each index was $100 on
December 31, 1994, and assumes further the reinvestment of dividends into the
applicable securities. The stockholder return shown on the graph and table below
is not necessarily indicative of future performance.




                                      -23-
<PAGE>   24


<TABLE>
<CAPTION>
                                                                         PERIOD ENDING
                                            ------------------------------------------------------------------------
Index                                          12/31/94    12/31/95    12/31/96    12/31/97    12/31/98    12/31/99
--------------------------------------------------------------------------------------------------------------------
<S>                                            <C>         <C>         <C>         <C>         <C>         <C>
CCFNB Bancorp, Incorporated                      100.00      109.94      119.05      169.66      188.08      149.76
NASDAQ - Total US*                               100.00      141.33      173.89      213.07      300.25      542.43
SNL <$250M Bank Asset-Size Index                 100.00      140.62      177.67      289.92      275.60      242.00
</TABLE>

----------------------

(1)      SNL Securities is a research and publishing firm specializing in the
         collection and dissemination of data on the banking, thrift and
         financial services industries.
(2)      The Middle Atlantic area comprises the states of Delaware,
         Pennsylvania, Maryland, New Jersey and New York, the District of
         Columbia and Puerto Rico




                                      -24-
<PAGE>   25

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This section describes how much stock our directors, executive officers own. It
also describes the persons or entities that own more than 5% of our voting
stock.

STOCK OWNED BY DIRECTORS, NOMINEES FOR DIRECTOR AND EXECUTIVE DIRECTORS

This table indicates the number of shares of common stock owned by the
directors, nominees for director and executive officers as of February 29, 2000.
The aggregate number of shares owned by all directors and executive officers is
5.33%. Unless otherwise noted, each individual has sole voting and investment
power for the shares indicated below.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                NAME OF INDIVIDUAL                          AMOUNT AND NATURE OF
               OF IDENTITY OF GROUP                        BENEFICIAL OWNERSHIP(1)            PERCENT OF CLASS
----------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                                <C>
Don E. Bangs                                                       8,160.875                         --
----------------------------------------------------------------------------------------------------------------------
Robert M. Brewington, Jr.                                          6,459.288                         --
----------------------------------------------------------------------------------------------------------------------
Edward L. Campbell                                                 6,195.375                         --
----------------------------------------------------------------------------------------------------------------------
Elwood R. Harding, Jr.                                            15,407.742                       1.13%
----------------------------------------------------------------------------------------------------------------------
William F. Hess                                                    4,152.506                         --
----------------------------------------------------------------------------------------------------------------------
Rodney B. Keller                                                     150.000                         --
----------------------------------------------------------------------------------------------------------------------
Willard H. Kile, Sr.                                              17,884.856                       1.31%
----------------------------------------------------------------------------------------------------------------------
Virginia D. Kocher                                                   391.000                         --
----------------------------------------------------------------------------------------------------------------------
Charles E. Long                                                    6,217.503                         --
----------------------------------------------------------------------------------------------------------------------
Paul E. Reichart                                                   7,765.000                         --
----------------------------------------------------------------------------------------------------------------------
All Officers and Directors as a group
    (9 Directors, 3 Nominees, 4 Officers,
    10 persons in total)                                          72,784.145                       5.33%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Includes shares held (a) directly, (b) jointly with spouse, (c)
         individually by a spouse, (d) by the transfer agent in the
         Corporation's dividend reinvestment account, and (e) in various trusts

VOTING STOCK OWNED BY "BENEFICIAL OWNER"

We know of no persons or entities who own beneficially more than five percent of
our common stock as of February 29, 2000.


                                      -25-
<PAGE>   26


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We encourage our directors and executive officers to have banking and financial
transactions with the Bank. All of these transactions are made on comparable
terms and with similar interest rates as those prevailing for other customers.

The total consolidated loans made by the Bank at December 31, 1999, to its
directors and officers as a group, members of their immediate families and
companies in which they have a 10% or more ownership interest was $6,873,447
million or 28.8% of our total consolidated capital accounts. The largest amount
for all of these loans in 1999 was $6,873,447 million or 28.8% of our total
consolidated capital accounts. These loans did not involve more than the normal
risk of collectibility nor did they present other unfavorable features.

PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      1. Our consolidated financial statements and notes to these statements
as well as the applicable reports of the independent certified public
accountants are filed at Exhibit 13 to this report and are incorporated in their
entirety by reference under this Item 14(a)1.

         2. All schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes to these
statements.

         3. The exhibits required by Item 601 of Regulation S-K are included
under Item 14(c) to this report.

(b)      Reports on Form 8-K

We filed no current reports on Form 8-K during the quarter ended December 31,
1999.

(c)      Exhibits required by Item 601 of Regulation S-K:

<TABLE>
<CAPTION>
Exhibit Number Referred to
Item 601 of Regulation SK                                    Description of Exhibit
---------------------------                                  ----------------------
<S>                                                <C>
           2                                                          None.
           3                                                          None.
           4                                                          None.
           9                                                          None.
          10                                                          None.
          11                                                          None.
          12                                                          None.
          13                                       Portions of the Annual Report to Stockholders for
                                                   Fiscal Year Ended December 31, 1999.
          16                                                          None.
          18                                                          None.
          21                                       List of Subsidiaries of the Company.
          22                                                          None.
          23                                                          None.
          24                                                          None.
          27                                       Financial Data Schedule.
          99                                       SEC Guide 3 Financial Information.
</TABLE>



By order of the Board of Directors


                                      -26-
<PAGE>   27

                                   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.

CCFNB BANCORP, INC.
    (Bancorp)


By: /s/ Paul E. Reichart                             Date: March 23, 2000
   -------------------------------------------
   Paul E. Reichart
   President, Chief Executive Officer and
   Vice Chairman of the Board


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


By: /s/ Don E. Bangs                                 Date: March 23, 2000
   -------------------------------------------
   Don E. Bangs
   Director and Secretary


By: /s/ Robert M. Brewington, Jr.                    Date: March 23, 2000
   -------------------------------------------
   Robert M. Brewington, Jr.
   Director


By: /s/ Edward L. Campbell                           Date: March 23, 2000
   -------------------------------------------
   Edward L. Campbell
   Director


By: /s/ Elwood R. Harding, Jr.                       Date: March 23, 2000
   -------------------------------------------
   Elwood R. Harding, Jr.
   Director


By: /s/ William F. Hess                              Date: March 23, 2000
   -------------------------------------------
   William F. Hess
   Director  and Chairman of the Board


By: /s/ Rodney B. Keller                             Date: March 23, 2000
   -------------------------------------------
   Rodney B. Keller
   Director




                                      -27-
<PAGE>   28


By: /s/ Willard H. Kile, Sr.                         Date: March 23, 2000
   -------------------------------------------
   Willard H. Kile, Sr.
   Director


By: /s/ Charles E. Long                              Date: March 23, 2000
   -------------------------------------------
   Charles E. Long
   Director


By: /s/ Paul E. Reichart                             Date: March 23, 2000
   -------------------------------------------
   Paul E. Reichart
   Director , President, Chief Executive Officer
   and Vice Chairman of the Board
   (Chief Executive Officer)


By: /s/ Virginia D. Kocher                           Date: March 23, 2000
   -------------------------------------------
   Virginia D. Kocher
   Treasurer
   (Principal Financial and Accounting Officer)


                                      -28-
<PAGE>   29

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
    Item Number      Description                                                   Page
    -----------      -----------                                                   ----

<S>                  <C>                                                           <C>
        13           Portions of the Annual Report to Stockholders for the
                     Fiscal Year Ended December 31, 1999.........................   30
        21           List of Subsidiaries of the Company.........................   69
        99           SEC Guide 3 Financial Information...........................   70
        27           Financial Data Schedule.....................................   74
</TABLE>



                                      -29-