<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, 2000.

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

       For the transition period from                  to
                                      ----------------    ---------------

                         Commission file number 0-13153

                               HABERSHAM BANCORP
   ------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<CAPTION>
          Georgia                                        58-1563165
----------------------------                         ----------------
<S>                                                <C>
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification Number)
</TABLE>

282 Historic Highway 441 North, P. O. Box 1980, Cornelia, Georgia      30531
-------------------------------------------------------------------------------
         (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:   (706) 778-1000

Securities registered pursuant to Section 12(b) of the Exchange Act:

                  None
                  ----

Securities registered pursuant to Section 12(g) of the Exchange Act:

                  Common Stock, $1.00 par value
                  -----------------------------

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes  [X]    No   [ ]

Indicate 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]

Indicate the aggregate market value of the voting and non-voting common stock
held by non-affiliates of the registrant computed by reference to the price at
which the common stock was sold, or the average bid and asked prices of such
common stock; as of a specified date within 60 days prior to the date of
filing:

1,682,031 Shares of Common Stock, $1.00 par value--$20,604,880 as of March 8,
2001 (based upon market value of $12.25/share as of that date).


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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of December 31, 2000:

Common Stock, $1.00 par value--2,698,746 shares

DOCUMENTS INCORPORATED BY REFERENCE

         (1)      Portions of the Company's Annual Report to Shareholders for
the year ended December 31, 2000 (the "Annual Report") are incorporated by
reference into Part II.

         (2)      Portions of the Company's Proxy Statement relating to the
2001 Annual Meeting of Shareholders (the "Proxy Statement") are incorporated by
reference into Part III.


                                    PART I

Item 1.  BUSINESS.

                            BUSINESS OF THE COMPANY

         Habersham Bancorp (the "Company"), a Georgia corporation, was
organized on March 9, 1984. Effective December 31, 1984, the Company acquired
all of the outstanding shares of common stock of Habersham Bank ("Habersham
Bank"). As a result of this transaction, the former shareholders of Habersham
Bank became shareholders of the Company, and the Bank became the wholly-owned
subsidiary of the Company. Effective June 30, 1995, the Company acquired
Security Bancorp, Inc. and its subsidiary bank, Security State Bank. Effective
June 30, 1999, the Company consolidated the charters of Habersham Bank and
Security State Bank. As a result of this consolidation, Security State Bank now
functions as a division of Habersham Bank. Currently, the primary business of
the Company is the same as that of Habersham Bank and BancMortgage Financial
Corp ("BancMortgage"), a subsidiary of Habersham Bank formed in 1996. The
Company also has one direct nonbank subsidiary, The Advantage Group, Inc., and
one indirect nonbank subsidiary, Advantage Insurers, Inc. (a subsidiary of
Habersham Bank).

                              BUSINESS OF THE BANK

         Habersham Bank is a financial institution which was organized under
the laws of the State of Georgia in 1904. Habersham Bank operates a
full-service commercial banking business based in Habersham, White, Cherokee,
and Warren Counties, Georgia, providing such customary banking services as
checking and savings accounts, various types of time deposits, safe deposit
facilities and individual retirement accounts. It also makes secured and
unsecured loans and provides other financial services to its customers.
Habersham Bank has a full-time trust officer on staff and offers a full
spectrum of trust services, including trust administration, asset management
services, estate and will probate and administration, and other services in the
area of personal trusts.

                     BUSINESS OF THE ADVANTAGE GROUP, INC.

         The Advantage Group, Inc. was organized as a wholly-owned nonbank
subsidiary of the Company in 1987. The Advantage Group, Inc. engages in the
business of providing marketing and advertising services.


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                    BUSINESS OF BANCMORTGAGE FINANCIAL CORP.

         BancMortgage Financial Corp. was organized as a wholly-owned nonbank
subsidiary of Habersham Bank in 1996. BancMortgage Financial Corp. is a full
service mortgage and construction lending company located in the northern
Atlanta metropolitan area. BancMortgage Financial Corp. also does business in
the mid-Atlantic states as The Prestwick Mortgage Group and as BancFinancial
Services Corporation. During 1999, BancMortgage formed a wholly owned
subsidiary, BancMortgage Reinsurance LTD., a reinsurance company incorporated
in Turks and Caicos. This subsidiary provides reinsurance to companies offering
private mortgage insurance.

                  BUSINESS OF APPALACHIAN TRAVEL SERVICE, INC.

         Appalachian Travel Service, Inc. was acquired as a wholly-owned
nonbank subsidiary of Habersham Bank in 1996. Appalachian Travel Service, Inc.
is a full service travel agency located in Cornelia, Georgia. Effective
September 30, 1999, the Bank ceased operations of its travel agency subsidiary.

                      BUSINESS OF ADVANTAGE INSURERS, INC.

         Advantage Insurers, Inc. was organized as a wholly-owned nonbank
subsidiary of Habersham Bank in 1997. Advantage Insurers, Inc. is a full
service insurance agency located in Cornelia, Georgia.

                                  COMPETITION

         The banking industry is highly competitive. Recent legislation,
together with other regulatory changes by the primary regulators of the various
financial institutions and competition from unregulated entities, has resulted
in the elimination of many traditional distinctions between commercial banks,
thrift institutions and other providers of financial services. Consequently,
competition among financial institutions of all types is virtually unlimited
with respect to legal ability and authority to provide most financial services.

         Habersham Bank's primary market area consists of Habersham, White,
Cherokee, and Warren Counties, Georgia. Habersham Bank competes principally for
all types of loans, deposits and other financial services with other commercial
banks located in Habersham, White, Cherokee, and Warren Counties, Georgia.

         Habersham Bank also competes with other financial institutions located
in Habersham and Cherokee counties and with commercial banks, savings and loan
associations, and other financial institutions located outside of Habersham and
Cherokee counties. To a lesser extent, Habersham Bank competes for loans with
insurance companies, regulated small loan companies, credit unions, and certain
governmental agencies.

         The Company and its non-bank subsidiaries also compete with numerous
other companies and financial institutions engaged in similar lines of
business, such as other bank holding companies, mortgage companies, mortgage
servicers, leasing companies, insurance companies, companies providing data
processing services, and companies providing bank consulting services.

                                   EMPLOYEES

         As of December 31, 2000, the Company had 312 full-time equivalent
employees. Neither the Company nor any of its subsidiaries is a party to any
collective bargaining agreement. In the opinion of management, the Company and
its subsidiaries enjoy satisfactory relations with their respective employees.


<PAGE>   4


                           SUPERVISION AND REGULATION

         Both the Company and the Bank are subject to extensive state and
federal banking regulations that impose restrictions on and provide for general
regulatory oversight of their operations. These laws are generally intended to
protect depositors and not shareholders. The following discussion describes the
material elements of the regulatory framework that applies to us.

THE COMPANY

         Since the Company owns all of the capital stock of the Bank, it is a
bank holding company under the federal Bank Holding Company Act of 1956. As a
result, the Company is primarily subject to the supervision, examination, and
reporting requirements of the Bank Holding Company Act and the regulations of
the Federal Reserve.

         ACQUISITIONS OF BANKS. The Bank Holding Company Act requires every
bank holding company to obtain the Federal Reserve's prior approval before:

-        Acquiring direct or indirect ownership or control of any voting shares
         of any bank if, after the acquisition, the bank holding company will
         directly or indirectly own or control more than 5% of the bank's
         voting shares;

-        Acquiring all or substantially all of the assets of any bank; or

-        Merging or consolidating with any other bank holding company.

         Additionally, the Bank Holding Company Act provides that the Federal
Reserve may not approve any of these transactions if it would result in or tend
to create a monopoly or, substantially lessen competition or otherwise function
as a restraint of trade, unless the anticompetitive effects of the proposed
transaction are clearly outweighed by the public interest in meeting the
convenience and needs of the community to be served. The Federal Reserve is
also required to consider the financial and managerial resources and future
prospects of the bank holding companies and banks concerned and the convenience
and needs of the community to be served. The Federal Reserve's consideration of
financial resources generally focuses on capital adequacy, which is discussed
below.

         Under the Bank Holding Company Act, if adequately capitalized and
adequately managed, the Company or any other bank holding company located in
Georgia may purchase a bank located outside of Georgia. Conversely, an
adequately capitalized and adequately managed bank holding company located
outside of Georgia may purchase a bank located inside Georgia. In each case,
however, restrictions may be placed on the acquisition of a bank that has only
been in existence for a limited amount of time or will result in specified
concentrations of deposits.

         For example, Georgia law prohibits a bank holding company from
acquiring control of a financial institution until the target financial
institution has been incorporated for five years. As a result, no bank holding
company may acquire control of the Company until after the fifth anniversary
date of the Bank's incorporation.


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         CHANGE IN BANK CONTROL. Subject to various exceptions, the Bank Holding
Company Act and the Change in Bank Control Act, together with related
regulations, require Federal Reserve approval prior to any person or company
acquiring "control" of a bank holding company. Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company. Control is refutably presumed to exist
if a person or company acquires 10% or more, but less than 25%, of any class of
voting securities and either:

         -        the bank holding company has registered securities under
                  Section 12 of the Securities Act of 1934; or

         -        no other person owns a greater percentage of that class of
                  voting securities immediately after the transaction.

Our common stock is registered under the Securities Exchange Act of 1934. The
regulations provide a procedure for challenge of the rebuttable control
presumption.

         PERMITTED ACTIVITIES. Since we have not qualified or elected to become
a financial holding company, we are generally prohibited under the Bank Holding
Company Act, from engaging in or acquiring direct or indirect control of more
than 5% of the voting shares of any company engaged in any activity other than:

         -        Banking or managing or controlling banks; and

         -        An activity that the Federal Reserve determines to be so
                  closely related to banking as to be a proper incident to the
                  business of banking.

         Activities that the Federal Reserve has found to be so closely related
         to banking as to be a proper incident to the business of banking
         include:

         -        Factoring accounts receivable;

         -        Making, acquiring, brokering or servicing loans and usual
                  related activities;

         -        Leasing personal or real property;

         -        Operating a non-bank depository institution, such as a
                  savings association;

         -        Trust company functions;

         -        Financial and investment advisory activities;

         -        Conducting discount securities brokerage activities;

         -        Underwriting and dealing in government obligations and money
                  market instruments;

         -        Providing specified management consulting and counseling
                  activities;

         -        Performing selected data processing services and support
                  services;

         -        Acting as agent or broker in selling credit life insurance
                  and other types of insurance in connection with credit
                  transactions; and

         -        Performing selected insurance underwriting activities.


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         Despite prior approval, the Federal Reserve may order a bank holding
company or its subsidiaries to terminate any of these activities or to
terminate its ownership or control of any subsidiary when it has reasonable
cause to believe that the bank holding company's continued ownership, activity
or control constitutes a serious risk to the financial safety, soundness, or
stability of it or any of its bank subsidiaries.

         Generally, if the Company qualifies and elects to become a financial
holding company, it may engage in activities that are financial in nature or
incidental or complementary to financial activity. The Bank Holding Company Act
expressly lists the following activities as financial in nature:

         -        Lending, trust and other banking activities;

         -        Insuring, guaranteeing, or indemnifying against loss or harm,
                  or providing and issuing annuities, and acting as principal,
                  agent, or broker for these purposes, in any state;

         -        Providing financial, investment, or advisory services;

         -        Issuing or selling instruments representing interests in
                  pools of assets permissible for a bank to hold directly;

         -        Underwriting, dealing in or making a market in securities;

         -        Other activities that the Federal Reserve may determine to be
                  so closely related to banking or managing or controlling
                  banks as to be a proper incident to managing or controlling
                  banks;

         -        Foreign activities permitted outside of the United States if
                  the Federal Reserve has determined them to be usual in
                  connection with banking operations abroad;

         -        Merchant banking through securities or insurance affiliates;
                  and

         -        Insurance company portfolio investments.

         To qualify to become a financial holding company, the Bank and any
other depository institution subsidiary of the Company must be well capitalized
and well managed and must have a Community Reinvestment Act rating of at least
satisfactory. Additionally, the Company must file an election with the Federal
Reserve to become a financial holding company and must provide the Federal
Reserve with 30 days written notice prior to engaging in a permitted financial
activity. Although we are eligible to elect to become a financial holding
company, we currently have no plans to make such an election.

         SUPPORT OF SUBSIDIARY INSTITUTIONS. Under Federal Reserve policy, the
Company is expected to act as a source of financial strength for the Bank and
to commit resources to support the Bank. This support may be required at times
when, without this Federal Reserve policy, the Company might not be inclined to
provide it. In addition, any capital loans made by the Company to the Bank will
be repaid only after its deposits and various other obligations are repaid in
full. In the unlikely event of the Company's bankruptcy, any commitment by it
to a federal bank regulatory agency to maintain the capital of the Bank will be
assumed by the bankruptcy trustee and entitled to a priority of payment.

THE BANK

         Since the Bank is a commercial bank chartered under the laws of the
State of Georgia, it is primarily subject to the supervision, examination and
reporting requirements of the FDIC and the Georgia Department of Banking and
Finance. The FDIC and Georgia Department of Banking and Finance regularly
examine the Bank's


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operations and have the authority to approve or disapprove mergers, the
establishment of branches and similar corporate actions. Both regulatory
agencies have the power to prevent the continuance or development of unsafe or
unsound banking practices or other violations of law. Additionally, the Bank's
deposits are insured by the FDIC to the maximum extent provided by law. The
Bank is also subject to numerous state and federal statutes and regulations
that affect its business, activities and operations.

         BRANCHING. Under current Georgia law, the Bank may open branch offices
throughout Georgia with the prior approval of the Georgia Department of Banking
and Finance. In addition, with prior regulatory approval, the Bank may acquire
branches of existing banks located in Georgia. The Bank and any other national
or state-chartered bank generally may branch across state lines by merging with
banks in other states if allowed by the applicable states' laws. Georgia law,
with limited exceptions, currently permits branching across state lines through
interstate mergers.

         Under the Federal Deposit Insurance Act, states may "opt-in" and allow
out-of-state banks to branch into their state by establishing a new start-up
branch in the state. Currently, Georgia has not opted-in to this provision.
Therefore, interstate merger is the only method through which a bank located
outside of Georgia may branch into Georgia. This provides a limited barrier of
entry into the Georgia banking market, which protects us from an important
segment of potential competition. However, because Georgia has elected not to
opt-in, our ability to establish a new start-up branch in another state may be
limited. Many states that have elected to opt-in have done so on a reciprocal
basis, meaning that an out-of-state bank may establish a new start-up branch
only if their home state has also elected to opt-in. Consequently, until
Georgia changes its election, the only way we will be able to branch into
states that have elected to opt-in on a reciprocal basis will be through
interstate merger.

         PROMPT CORRECTIVE ACTION. The Federal Deposit Insurance Corporation
Improvement Act of 1991 establishes a system of prompt corrective action to
resolve the problems of undercapitalized financial institutions. Under this
system, the federal banking regulators have established five capital
categories, well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized, in which all
institutions are placed. The federal banking agencies have also specified by
regulation the relevant capital levels for each of the other categories. At
December 31, 2000, the Company is adequately capitalized.

         Federal banking regulators are required to take some mandatory
supervisory actions and are authorized to take other discretionary actions with
respect to institutions in the three undercapitalized categories. The severity
of the action depends upon the capital category in which the institution is
placed. Generally, subject to a narrow exception, the banking regulator must
appoint a receiver or conservator for an institution that is critically
undercapitalized.


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         An institution in any of the undercapitalized categories is required
to submit an acceptable capital restoration plan to its appropriate federal
banking agency. A bank holding company must guarantee that a subsidiary
depository institution meets its capital restoration plan, subject to various
limitations. The controlling holding company's obligation to fund a capital
restoration plan is limited to the lesser of 5% of an undercapitalized
subsidiary's assets at the time it became undercapitalized or the amount
required to meet regulatory capital requirements. An undercapitalized
institution is also generally prohibited from increasing its average total
assets, making acquisitions, establishing any branches or engaging in any new
line of business, except under an accepted capital restoration plan or with
FDIC approval. The regulations also establish procedures for downgrading an
institution to a lower capital category based on supervisory factors other than
capital.

         FDIC INSURANCE ASSESSMENTS. The FDIC has adopted a risk-based
assessment system for insured depository institutions' that takes into account
the risks attributable to different categories and concentrations of assets and
liabilities. The system assigns an institution to one of three capital
categories: (1) well capitalized; (2) adequately capitalized; and (3)
undercapitalized. These three categories are substantially similar to the
prompt corrective action categories described above, with the
"undercapitalized" category including institutions that are undercapitalized,
significantly undercapitalized, and critically undercapitalized for prompt
corrective action purposes. The FDIC also assigns an institution to one of
three supervisory subgroups based on a supervisory evaluation that the
institution's primary federal regulator provides to the FDIC and information
that the FDIC determines to be relevant to the institution's financial
condition and the risk posed to the deposit insurance funds. Assessments range
from 0 to 27 cents per $100 of deposits, depending on the institution's capital
group and supervisory subgroup. In addition, the FDIC imposes assessments to
help pay off the $780 million in annual interest payments on the $8 billion
Financing Corporation bonds issued in the late 1980s as part of the government
rescue of the thrift industry. This assessment rate is adjusted quarterly and
is set at 1.96 cents per $100 of deposits for the first quarter of 2001.

         The FDIC may terminate its insurance of deposits if it finds that the
institution has engaged in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations, or has violated any applicable law,
regulation, rule, order or condition imposed by the FDIC.

         COMMUNITY REINVESTMENT ACT. The Community Reinvestment Act requires
that, in connection with examinations of financial institutions within their
respective jurisdictions, the Federal Reserve or the FDIC shall evaluate the
record of each financial institution in meeting the credit needs of its local
community, including low and moderate-income neighborhoods. These facts are
also considered in evaluating mergers, acquisitions, and applications to open a
branch or facility. Failure to adequately meet these criteria could impose
additional requirements and limitations on the Bank. Additionally, we must
publicly disclose the terms of various Community Reinvestment Act-related
agreements.

         OTHER REGULATIONS. Interest and other charges collected or contracted
for by the Bank are subject to state usury laws and federal laws concerning
interest rates. The Bank's loan operations are also subject to federal laws
applicable to credit transactions, such as:

-        The federal Truth-In-Lending Act, governing disclosures of credit
         terms to consumer borrowers;


<PAGE>   9


-        The Home Mortgage Disclosure Act of 1975, requiring financial
         institutions to provide information to enable the public and public
         officials to determine whether a financial institution is fulfilling
         its obligation to help meet the housing needs of the community it
         serves;

-        The Equal Credit Opportunity Act, prohibiting discrimination on the
         basis of race, creed or other prohibited factors in extending credit;

-        The Fair Credit Reporting Act of 1978, governing the use and provision
         of information to credit reporting agencies;

-        The Fair Debt Collection Act, governing the manner in which consumer
         debts may be collected by collection agencies; and

-        The rules and regulations of the various federal agencies charged with
         the responsibility of implementing these federal laws.

The deposit operations of the Bank are subject to:

-        The Right to Financial Privacy Act, which imposes a duty to maintain
         confidentiality of consumer financial records and prescribes
         procedures for complying with administrative subpoenas of financial
         records; and

-        The Electronic Funds Transfer Act and Regulation E issued by the
         Federal Reserve to implement that act, which govern automatic deposits
         to and withdrawals from deposit accounts and customers' rights and
         liabilities arising from the use of automated teller machines and
         other electronic banking services.

CAPITAL ADEQUACY

         The Company and the Bank are required to comply with the capital
adequacy standards established by the Federal Reserve, in the case of the
Company, and the FDIC and Georgia Department of Banking and Finance, in the
case of the Bank. The Federal Reserve has established a risk-based and a
leverage measure of capital adequacy for bank holding companies. Our capital
adequacy is measured on a consolidated basis. The Bank is also subject to
risk-based and leverage capital requirements adopted by the FDIC, which are
substantially similar to those adopted by the Federal Reserve for bank holding
companies.

         The risk-based capital standards are designed to make regulatory
capital requirements more sensitive to differences in risk profiles among banks
and bank holding companies, to account for off-balance-sheet exposure, and to
minimize disincentives for holding liquid assets. Assets and off-balance-sheet
items, such as letters of credit and unfunded loan commitments, are assigned to
broad risk categories, each with appropriate risk weights. The resulting
capital ratios represent capital as a percentage of total risk-weighted assets
and off-balance-sheet items.

         The minimum guideline for the ratio of total capital to risk-weighted
assets is 8%. Total capital consists of two components, Tier 1 Capital and Tier
2 Capital. Tier 1 Capital generally consists of common shareholders' equity,
minority interests in the equity accounts of consolidated subsidiaries,
qualifying noncumulative perpetual preferred stock, and a limited amount of
qualifying cumulative perpetual preferred stock, less goodwill and other
specified intangible assets. Tier 1 Capital must equal at least 4% of
risk-weighted assets. Tier 2 Capital generally consists of subordinated debt,
other preferred stock and hybrid capital and a limited amount of loan loss
reserves. The total amount of Tier 2 Capital is limited to 100% of Tier 1
Capital. At December 31, 2000 our ratio of total capital to risk-weighted
assets was 9.83% and our ratio of Tier 1 Capital to risk-weighted assets was
8.96%.


<PAGE>   10


         In addition, the Federal Reserve has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide for a
minimum ratio of Tier 1 Capital to average assets, less goodwill and other
specified intangible assets, of 3% for bank holding companies that meet
specified criteria, including having the highest regulatory rating and
implementing the Federal Reserve's risk-based capital measure for market risk.
All other bank holding companies generally are required to maintain a leverage
ratio of at least 4%. At December 31, 2000, our leverage ratio was 6.65%. The
guidelines also provide that bank holding companies experiencing internal
growth or making acquisitions will be expected to maintain strong capital
positions substantially above the minimum supervisory levels without reliance
on intangible assets. The Federal Reserve considers the leverage ratio and
other indicators of capital strength in evaluating proposals for expansion or
new activities.

         The Bank and the Company are also both subject to leverage capital
guidelines issued by the Georgia Department of Banking and Finance, which
provide for minimum ratios of Tier 1 capital to total assets.

         Failure to meet capital guidelines could subject a bank or bank
holding company to a variety of enforcement remedies, including issuance of a
capital directive, the termination of deposit insurance by the FDIC, a
prohibition on accepting brokered deposits, and certain other restrictions on
its business. As described above, significant additional restrictions can be
imposed on FDIC-insured depository institutions that fail to meet applicable
capital requirements. See "--Prompt Corrective Action."

PAYMENT OF DIVIDENDS

         The Company is a legal entity separate and distinct from the Bank. The
principal source of the Company's cash flow, including cash flow to pay
dividends to its shareholders, is dividends that the Bank pays to it. Statutory
and regulatory limitations apply to the Bank's payment of dividends to the
Company as well as to the Company's payment of dividends to its shareholders.

         If, in the opinion of the federal banking regulator, the Bank were
engaged in or about to engage in an unsafe or unsound practice, the federal
banking regulator could require, after notice and a hearing, that it cease and
desist from its practice. The federal banking agencies have indicated that
paying dividends that deplete a depository institution's capital base to an
inadequate level would be an unsafe and unsound banking practice. Under the
Federal Deposit Insurance Corporation Improvement Act of 1991, a depository
institution may not pay any dividend if payment would cause it to become
undercapitalized or if it already is undercapitalized. Moreover, the federal
agencies have issued policy statements that provide that bank holding companies
and insured banks should generally only pay dividends out of current operating
earnings. See "--Prompt Corrective Action" above.

         The Georgia Department of Banking and Finance also regulates the
Bank's dividend payments and must approve dividend payments that would exceed
50% of the Bank's net income for the prior year. Our payment of dividends may
also be affected or limited by other factors, such as the requirement to
maintain adequate capital above regulatory guidelines.

         At December 31, 2000, the Bank was able to pay approximately
$1,851,000 in dividends to the Company without prior regulatory approval.


<PAGE>   11


RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES

         The Company and the Bank are subject to the provisions of Section 23A
of the Federal Reserve Act. Section 23A places limits on the amount of:

         *        loans or extensions of credit to affiliates;

         *        investment in affiliates;

         *        the purchase of assets from affiliates, except for real and
                  personal property exempted by the Federal Reserve;

         *        loans or extensions of credit to third parties collateralized
                  by the securities or obligations of affiliates; and

         *        any guarantee, acceptance or letter of credit issued on
                  behalf of an affiliate.

         The total amount of the above transactions is limited in amount, as to
any one affiliate, to 10% of a bank's capital and surplus and, as to all
affiliates combined, to 20% of a bank's capital and surplus. In addition to the
limitation on the amount of these transactions, each of the above transactions
must also meet specified collateral requirements. The Company must also comply
with other provisions designed to avoid the taking of low-quality assets.

         The Company and the Bank are also subject to the provisions of Section
23B of the Federal Reserve Act which, among other things, prohibit an
institution from engaging in the above transactions with affiliates unless the
transactions are on terms substantially the same, or at least as favorable to
the institution or its subsidiaries, as those prevailing at the time for
comparable transactions with nonaffiliated companies.

         The Bank is also subject to restrictions on extensions of credit to
its executive officers, directors, principal shareholders and their related
interests. These extensions of credit (1) must be made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with third parties, and (2) must not involve
more than the normal risk of repayment or present other unfavorable features.

PRIVACY

         Financial institutions are required to disclose their policies for
collecting and protecting confidential information. Customers generally may
prevent financial institutions from sharing nonpublic personal financial
information with nonaffiliated third parties except under narrow circumstances,
such as the processing of transactions requested by the consumer. Additionally,
financial institutions generally may not disclose consumer account numbers to
any nonaffiliated third party for use in telemarketing, direct mail marketing
or other marketing to consumers.

PROPOSED LEGISLATION AND REGULATORY ACTION

         New regulations and statutes are regularly proposed that contain wide-
ranging proposals for altering the structures, regulations and competitive
relationships of the nation's financial institutions. We cannot predict whether
or in what form any proposed regulation or statute will be adopted or the extent
to which our business may be affected by any new regulation or statute.


<PAGE>   12


EFFECT OF GOVERNMENTAL MONETARY POLICES

         Our earnings will be affected by domestic economic conditions and the
monetary and fiscal policies of the United States government and its agencies.
The Federal Reserve Bank's monetary policies have had, and are likely to
continue to have, an important impact on the operating results of commercial
banks through its power to implement national monetary policy in order, among
other things, to curb inflation or combat a recession. The monetary policies of
the Federal Reserve affect the levels of bank loans, investments and deposits
through its control over the issuance of United States government securities,
its regulation of the discount rate applicable to member banks and its
influence over reserve requirements to which member banks are subject. We
cannot predict the nature or impact of future changes in monetary and fiscal
policies.


<PAGE>   13


Item 2.  PROPERTIES

         The Company's principal office is located at Habersham Bank's Central
Habersham office, 282 Historic Highway 441, Cornelia, Georgia. The telephone
number of that office is (706) 778-1000.

         Habersham Bank's North Habersham (main) office is located at 1151
Washington Street, Clarkesville, Georgia. The telephone number of that office
is (706) 778-1000. Habersham Bank also has six full-service branch offices. Its
Central Habersham office is located at 282 Historic Highway 441, Cornelia,
Georgia, its South Habersham office is located at 186 441 By-Pass, Baldwin,
Georgia, its Cleveland Office is located at 575 South Main Street, Cleveland,
Georgia, its Canton Office is located at 1925 Marietta Highway, Canton,
Georgia, its Waleska Office is located at 7265 Reinhardt College Parkway,
Waleska, Georgia, and its Warrenton Office is located at 217 East Main Street,
Warrenton, Georgia. Each office has a 24-hour teller machine. Habersham Bank
owns its office properties without encumbrance, with the exception of the
Warrenton Office which is leased on a month to month basis.

         The Advantage Group, Inc.'s principal office is located at 1151
Washington Street, Clarkesville, Georgia. The telephone number of that office
is (706) 778-1980.

         BancMortgage Financial Corp.'s principal office is located at 990
Hammond Drive, Suite 1020, Atlanta, Georgia 30328, and the telephone number of
that office is (770) 804-7208. This office is leased, with a lease expiration
date of 4-1-2002.

         Advantage Insurers, Inc.'s principal office is located at 282 Historic
Highway 441, Cornelia, Georgia, and the telephone number of that office is
(706) 778-2277.

Item 3.  LEGAL PROCEEDINGS

         The Company is not a party to, nor is any of its property the subject
of, any material pending legal proceedings, other than ordinary routine
litigation incidental to its business, and no such proceedings are known to be
contemplated by governmental authorities.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


<PAGE>   14


                                    PART II

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

         The common stock of Habersham Bancorp is traded on the Nasdaq Stock
Market ("Nasdaq") under the symbol HABC. At December 31, 2000, Habersham
Bancorp had approximately 547 shareholders of record. The following table sets
forth the high and low sale prices of the Company's common stock on a quarterly
basis for the past two fiscal years.


<TABLE>
<CAPTION>
               2000                 HIGH      LOW

          <S>                      <C>       <C>
          Fourth quarter           $10.38    $ 9.63
          Third quarter             10.50      9.75
          Second quarter            10.63      9.75
          First quarter             13.00      9.81

<CAPTION>
               1999                 HIGH      LOW

          <S>                      <C>       <C>
          Fourth quarter           $14.50    $12.75
          Third quarter             16.00     12.63
          Second quarter            18.00     12.63
          First quarter             16.00     13.50
</TABLE>

         Cash dividends were paid quarterly at a rate of $.06 per share of
common stock in 2000. Cash dividends were paid quarterly at a rate of $.05 per
share of common stock in 1999.


<PAGE>   15


Item 6.  SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA
(Dollars in thousands, except per share data)


<TABLE>
<CAPTION>
                                                FOR THE YEARS ENDED DECEMBER 31
                                       2000        1999       1998        1997       1996
<S>                                 <C>        <C>        <C>         <C>        <C>
SUMMARY OF OPERATIONS
Interest income                       $41,826    $32,144    $28,959     $26,962    $23,367
Interest expense                       24,921     16,517     15,091      13,305     11,044
Other income                           19,098     15,477     15,750       8,056      2,277
Other expense                          30,431     28,417     26,214      18,412     11,762

Net Income                              3,027      1,754      2,058       2,157      1,908

PER SHARE AMOUNTS
Net income - diluted                    $1.12       $.67       $.83        $.86       $.79
Dividends                                 .24        .20        .16         .14        .12
Weighted average number of
 common and common equivalent
 shares outstanding                 2,699,949  2,609,360  2,481,630   2,497,993  2,411,687

AT DECEMBER 31
Total assets                         $543,108   $461,976   $384,069    $328,197   $310,011
Earning assets                        504,640    424,663    359,838     299,301    287,850
Loans                                 441,850    365,499    281,898     235,764    230,867
Deposits                              341,032    317,420    280,453     261,665    224,361
Shareholders' equity                   38,751     35,429     32,214      30,144     27,669

RATIOS
Return on average assets                 .60%       .43%       .57%        .69%       .70%
Return on average equity                8.21%      5.10%      6.63%       7.48%      7.16%
Dividend payout ratio                  21.43%     29.85%     16.87%      16.28%     15.19%
Average equity to average
 assets ratio                           7.36%      8.35%      8.52%       9.16%      9.84%
</TABLE>


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

The following discussion sets forth the major factors that affect the Company's
results of operations and financial condition. These comments should be read in
conjunction with the consolidated financial statements and related notes.

         This discussion contains forward-looking statements involving risks
and uncertainties. Results may differ significantly from that discussed in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, risks involving the potential adverse effect of changes
in interest rates and the current interest rate environment, loan losses and
the adequacy of the Company's loan loss allowance, changes in regulation and
legislation, and competition.

ORGANIZATION

         Habersham Bancorp (the "Company") owns all of the outstanding stock of
Habersham Bank ("Habersham Bank") and The Advantage Group, Inc. Habersham Bank
owns all of the outstanding stock of BancMortgage Financial Corp
("BancMortgage"), Appalachian Travel Service, Inc. ("Appalachian"), and
Advantage Insurers, Inc. ("Advantage Insurers"). Effective June 30, 1999, the
Company consolidated the charters of Habersham Bank and Security State Bank,
which had until that date been a wholly owned subsidiary of the Company. As a
result of


<PAGE>   16


this consolidation, Security State Bank now functions as a division of
Habersham Bank. Effective September 30, 1999, the Bank ceased operations of its
travel agency subsidiary, Appalachian. Net income of such business for all
periods presented is not significant. The Advantage Group, Inc. is a non-bank
subsidiary which engages in the business of providing marketing and advertising
services. Advantage Insurers, which began operations on March 31, 1997, offers
a full line of property, casualty, and life insurance products.

         The Advantage Group, Inc., Appalachian, and Advantage Insurers do not
comprise a significant portion of the financial position, results of
operations, or cash flows of the Company. Management's discussion and analysis,
which follows, relates primarily to Habersham Bank and BancMortgage.

         BancMortgage was organized in 1996 as a full service mortgage and
construction lending company located in the northern Atlanta metropolitan area.
During 1997, BancMortgage acquired for approximately $60,000 the assets and
certain liabilities of The Prestwick Mortgage Group, a national investment
banking and advisory firm specializing in the brokerage and evaluation of
mortgage-related assets. Concurrent to this acquisition of The Prestwick
Mortgage Group, BancMortgage also formed BancFinancial Services Corporation, a
full-service wholesale mortgage lender specializing in sub-prime mortgage
loans. These two latter subsidiaries are based in Virginia.

         During 1999, BancMortgage formed a wholly owned subsidiary,
BancMortgage Reinsurance, LTD., a reinsurance company incorporated in Turks and
Caicos. The subsidiary provides insurance to companies offering private
mortgage insurance.

RESULTS OF OPERATIONS

         The Company's net income was $3,027,308, $1,753,969,and $2,057,901,
for the years ended December 31, 2000, 1999, and 1998, respectively, with
related diluted earnings per common and common equivalent share of $1.12, $.67,
and $.83, respectively, representing an increase of 67.16% from 1999 to 2000
and a decrease of 19.28% from 1998 to 1999.

         The increase in net income for the year ended December 31, 2000 when
compared to the year ended December 31, 1999 was primarily due to increases in
non-interest income and a reduction in the net after-tax unrealized loss
resulting from the Company marking to market the holdings of 244,960 shares of
Flag Financial Corp ("FLAG") common stock. The Company transferred its holdings
of FLAG common stock from trading securities to its available for sale
portfolio at market value as of September 30, 2000. The decrease in net income
for the year ended December 31, 1999 when compared to the year ended December
31, 1998 was primarily due to a net after-tax unrealized loss of $786,000 due
to the Company marking to market the holdings of FLAG common stock which was
partially offset by a tax benefit of $409,000 resulting from a reduction of
prior years' overaccrual. Net income represents a return on average equity of
8.21%, 5.10%, and 6.63% for 2000, 1999, and 1998, respectively.

NET INTEREST INCOME

         Net interest income is the largest single source of income for the
Company. Management strives to attain a level of earning asset growth while
providing a net yield on earning assets which will cover overhead and other
costs and provide a reasonable return to our shareholders.

         Net interest income for 2000 was approximately $16.9 million compared
to $15.6 million in 1999 and $13.9 million in 1998. Net interest income for
2000 increased approximately $1,278,000 or 8.18% when compared to 1999, and net


<PAGE>   17


interest income for 1999 increased approximately $1,759,000 or 12.68% when
compared to 1998.

         Interest income increased approximately $9.7 million or 30.12% for
2000 when compared to 1999 and increased approximately $3.2 million or 11.00%
when compared to 1998.

         The increase in interest income for 2000 was primarily due to
increases in the Company's loan portfolio of approximately $76.3 million and an
increase in the average loan yields. The increase in interest income for 1999
was primarily due to increases in the Company's loan portfolio of approximately
$35 million, offset by a reduced average yield on the loan portfolio.

         The Company's loan portfolio, exclusive of loans held for sale,
increased approximately $64.5 million from December 31, 1999 to December 31,
2000 due to approximately $83.6 million of new residential mortgage loans,
construction loans and commercial loans offset by sales of approximately $16.8
million in residential mortgages and construction loans. BancMortgage's held
for sale loan portfolio increased by approximately $11.5 million from December
31, 1999 to December 31, 2000, resulting from sales of approximately $621
million of residential mortgage and construction loans offset by originations
of approximately $632 million.

         Average interest rates on loans were 9.45%, 9.20%, and 9.37% in 2000,
1999, and 1998, respectively. Yields on variable rate residential mortgages
decreased during 1999 in response to movements on various indices.

         The weighted average interest rate on investment securities was 5.77%,
5.36%, and 5.52%, for the years ended December 31, 2000, 1999, and 1998,
respectively. Average interest rates on federal funds sold were 6.14%, 5.74%,
and 5.33%, for the years ended December 31, 2000, 1999, and 1998, respectively.

         The increase in interest expense for 2000 of $8.4 million over 1999
was primarily due to additional interest expense on increased average balances
on interest bearing deposits and other borrowings in addition to an increasing
interest rate environment. Average Federal Home Loan Bank advances, average
securities sold under repurchase agreements, and federal funds purchased for
2000 increased approximately $36,385,000, $2,735,000, and $8,411,000,
respectively, when compared to 1999. Average certificates of deposit increased
approximately $46,249,000 when compared to 1999.

         The increase in interest expense for 1999 of $1.4 million over 1998
was primarily due to additional interest expense on increased average balances
on interest bearing deposits and other borrowings. Average Federal Home Loan
Bank advances, average securities sold under repurchase agreements, and federal
funds purchased for 1999 increased approximately $16,268,000, $4,335,000, and
$5,537,000, respectively, when compared to 1998.

         The weighted average interest rate paid on deposits in 2000 increased
to 5.65% compared to 4.72% in 1999. The weighted average interest rate paid on
deposits in 1999 decreased to 4.72% compared to 5.24% in 1998. The average
interest rate paid for borrowings in 2000 increased to 6.73% compared to 5.75%
in 1999 and 5.30% in 1998.

         The net interest margin of the Company was 3.55% in 2000, 4.11% in
1999, and 4.08% in 1998. Net interest margin decreased for the year ended
December 31, 2000 primarily due to increases in interest paid on certificates
of deposit and interest expense paid on other borrowings, offset by increase in
interest income arising from the increased volume in the loan portfolio.


<PAGE>   18


CONSOLIDATED AVERAGE BALANCES, INTEREST INCOME AND EXPENSE, AND AVERAGE YIELDS
EARNED AND RATES PAID

         Average assets rose approximately $88.8 million or 21.57% in 2000 over
1999 and $47.7 million or 13.08% in 1999 over 1998. Average loan balances
increased approximately $92.3 million or 29.82% in 2000 over 1999 and $41.6
million or 15.55% in 1999 over 1998. Average balances in investment securities
increased approximately $622,000 in 2000 or .96% in 2000 over 1999 and $5.2
million or 8.83% in 1999 over 1998. The average balance of federal funds sold
in 2000 decreased approximately $1.7 million or 84.0% when compared to 1999 and
decreased approximately $7.3 million in 1999 or 77.87% when compared to 1998.

         The average balance of deposits for 2000 increased by approximately
$34.1 million or 11.61% over 1999 and increased in 1999 by approximately $19.5
million or 7.10% over 1998.

         The following table sets forth the consolidated average balance sheets
for the Company, average rates earned on interest earning assets, average rates
paid on deposits and borrowed funds, interest income and interest expense for
each category of interest earning assets and interest bearing liabilities, and
net interest margin. This information is presented for the years ended December
31, 2000, 1999, and 1998.


<TABLE>
<CAPTION>
                                            ------------------------------------------  -------------------------------------------
                                                               2000                                         1999
                                            ------------------------------------------  -------------------------------------------
                                              Average         Income/        Average       Average         Income/        Average
                                              Balance        (Expense)      Yield/Cost     Balance        (Expense)      Yield/Cost
                                            ------------    ------------    ----------  ------------    -------------    ----------

<S>                                         <C>             <C>             <C>         <C>             <C>              <C>
Interest earning assets:
    Loans, net (1)                          $401,799,681    $ 37,982,792       9.45%    $309,502,406    $   28,487,996       9.20%
    Investment securities (2)
      Taxable                                 30,149,707       1,943,371       6.45%      32,693,560         1,844,174       5.64%
      Tax exempt                              23,930,179       1,174,087       4.91%      23,857,174         1,186,506       4.97%

    Federal funds sold                           213,744          13,119       6.14%       2,078,334           119,229       5.74%
    Interest bearing deposits
      in other banks                                  --              --                      41,250             2,953       7.16%
                                            ------------      ----------                ------------        ----------
      Total interest earning assets          456,093,311      41,113,369                 368,172,724        31,640,858
                                            ------------      ----------                ------------        ----------
Non-interest earning asses                    44,601,194                                  43,679,007
                                            ------------                                ------------
      Total assets                          $500,694,505                                $411,851,731
                                            ============                                ============
Interest bearing liabilities:
    Money market and NOW                    $ 51,456,529      (1,528,005)      2.97%    $ 60,548,509        (1,565,048)      2.58%
    Savings accounts                           7,630,427        (178,541)      2.34%       8,355,673          (188,544)      2.26%
    Certificates of deposit                  243,416,390     (15,374,355)      6.32%     197,166,960       (10,801,196)      5.48%
                                            ------------      ----------                ------------        ----------
      Total deposits                         302,503,346     (17,080,901)      5.65%     266,071,142       (12,554,788)      4.72%
    Short-term and other borrowings          116,452,878      (7,839,750)      6.73%      68,914,796        (3,962,118)      5.75%
                                            ------------      ----------                ------------        ----------
      Total interest bearing liabilities     418,956,224     (24,920,651)                334,985,938       (16,516,906)
                                            ------------      ----------                ------------        ----------
Non-interest bearing liabilities              44,871,760                                  42,474,653
                                            ------------                                ------------
       Total liabilities                     463,827,984                                 377,460,591
Shareholders' equity                          36,866,521                                  34,391,140
                                            ------------                                ------------
      Total liabilities and
         shareholders' equity               $500,694,505                                $411,851,731
                                            ============                                ============

Net interest income                                         $ 16,192,718                                 $  15,123,952
                                                            ============                                 =============

         Net interest margin                                                   3.55%                                        4.11%
                                                                               ====                                         ====
</TABLE>


<PAGE>   19


CONSOLIDATED AVERAGE BALANCES, INTEREST INCOME AND EXPENSE, AND AVERAGE YIELDS
EARNED AND RATES PAID, CONTINUED


<TABLE>
<CAPTION>
                                                                           1998
                                                     Average               Income/             Average
                                                     Balance              (Expense)           Yield/Cost
                                                  ------------          ------------          ----------

<S>                                               <C>                   <C>                   <C>
Interest earning assets:
    Loans, net (1)                                $267,857,590          $ 25,088,953              9.37%
    Investment securities (2)
      Taxable                                       32,749,495             1,903,096              5.81%
      Tax exempt                                    22,633,929             1,153,956              5.10%
    Federal funds sold                               9,393,451               500,504              5.33%
    Interest bearing deposits
      in other banks                                    99,000                 6,534              6.60%
                                                  ------------          ------------
      Total interest earning assets                332,733,465            28,653,043
                                                  ------------          ------------
Non-interest earning assets                         31,464,333
                                                  ------------
      Total assets                                 364,197,798
                                                  ============
Interest bearing liabilities:
    Money market and NOW                          $ 53,598,039            (1,717,837)             3.21%
    Savings accounts                                 8,254,196              (224,025)             2.71%
    Certificates of deposit                        184,802,058           (10,970,060)             5.94%
                                                  ------------          ------------
      Total deposits                               246,654,293           (12,911,922)             5.23%
    Short-term and other borrowings                 41,073,525            (2,178,631)             5.30%
                                                  ------------          ------------
      Total interest bearing liabilities           287,727,818           (15,090,553)
                                                  ------------          ------------
Non-interest bearing liabilities                    45,433,315
                                                  ------------
       Total liabilities                           333,161,133
Shareholders' equity                                31,036,665
                                                  ------------
       Total liabilities and
         shareholders' equity                     $364,197,798
                                                  ============
Net interest income                                                     $ 13,562,490
                                                                        ============
         Net interest margin                                                                      4.08%
                                                                                                  ====
</TABLE>

(1)      Interest earnings on nonaccrual loans are included in the foregoing
         analysis to the extent that such interest earnings had been recorded
         during 2000, 1999, and 1998.
(2)      Average yields for available for sale securities are computed using
         the historical cost balances. Such yields do not give effect to
         changes in fair value that are reflected as a component of
         shareholders' equity.
<PAGE>   20
The following table sets forth a summary of the changes in interest income and
interest expense resulting from changes in volume and rates for the periods
indicated:

<TABLE>
<CAPTION>
                                                      2000 vs. 1999                                  1999 vs. 1998
                                                    Increase (Decrease)                             Increase (Decrease)
                                                           Due to                                          Due to
                                          ------------------------------------------   -------------------------------------------
                                             Average        Average                      Average          Average
                                            Volume (1)      Rate (1)         Net         Volume (1)         Rate (1)        Net
                                          -----------      ---------      ---------     -----------       --------      ---------
<S>                                       <C>              <C>            <C>           <C>               <C>           <C>
Interest Income:
  Loans                                   $ 8,491,349      1,003,447      9,494,796     $ 3,902,119       (503,076)     3,399,043
  Investment securities:
    Taxable                                  (143,473)       242,670         99,197          (3,250)       (55,673)       (58,923)
    Tax exempt                                  3,628        (16,047)       (12,419)         62,385        (29,835)        32,550
  Federal Funds Sold                         (100,259)        (5,851)      (106,110)       (389,896)         8,621       (381,275)
  Interest-bearing deposits
    in other banks                             (2,953)            --         (2,953)         (3,812)           232         (3,580)
                                          -----------      ---------      ---------     -----------     ----------      ---------
    Total interest earning assets         $ 8,248,292      1,224,219      9,472,511     $ 3,567,546       (579,731)     2,987,815
                                          ===========     ==========      =========     ===========     ==========      =========

Interest Expense:
  Money market and NOW                    $  (234,573)       197,530        (37,043)    $   222,415       (375,204)      (152,789)
  Savings accounts                            (16,391)         6,388        (10,003)          2,750        (38,231)       (35,481)

  Certificates of deposit                   2,534,469      2,038,690      4,573,159         734,475       (903,339)      (168,864)
  Short-term and other borrowings           2,733,440      1,144,192      3,877,632       1,475,587        307,900      1,783,487
                                          -----------      ---------      ---------     -----------     ----------      ---------
    Total interest-bearing liabilities    $ 5,016,945      3,386,800      8,403,745     $ 2,435,227     (1,008,874)     1,426,353
                                          ===========     ==========      =========     ===========     ==========      =========

  Change in net interest income           $ 3,231,347     (2,162,581)     1,068,766     $ 1,132,319        429,143      1,561,462
                                          ===========     ==========      =========     ===========     ==========      =========
</TABLE>






1)       The changes in interest income and/or expense not due solely to rate or
         volume have been allocated to the rate component.

OTHER NONINTEREST INCOME AND OTHER NONINTEREST EXPENSE

         Noninterest income in 2000 increased $3.6 million or 23.39% when
compared to 1999 and decreased $273,000 in 1999 or 1.73% when compared to 1998.
Noninterest income in 2000 when compared to 1999 increased primarily due to
increases in gains on sale of loans of approximately $2.9 million and increases
in other income of approximately $300,000 offset by an unrealized loss of
approximately $306,000 due to the Company's marking to market its holding of
244,960 shares of FLAG common stock. During 1999, the Company recorded an
unrealized loss of $1.2 million on the FLAG common stock. Noninterest income
also increased $1.2 million due to brokerage fee income resulting from increased
activities at Prestwick Mortgage Group. The increase in other income during 2000
over 1999 is primarily due to increased activity of The Advantage Group, Inc.
and increased earnings from the investment of company-owned life insurance. The
closing of Appalachian also resulted in a $800,000 decrease in other noninterest
income, in 2000 compared to 1999.
<PAGE>   21

         Noninterest income in 1999 when compared to 1998 decreased primarily
due to the Company's marking to market its holding of 244,960 shares of FLAG
common stock for a loss of approximately $1.2 million and the Company's decision
to cease operation of its travel agency subsidiary, resulting in a decrease in
travel service income of approximately $493,000. These decreases were offset by
increases in gains on sale of loans, loan fee income, and broker fee income of
approximately $186,000, $519,000, and $315,000, respectively, due to increased
production volume at BancMortgage and Habersham Bank. In addition, the Company
also recognized earnings of approximately $211,000 from its investment in CB
Financial which was acquired in 1999. In addition, other income increased during
1999 over 1998 approximately $600,000 due to start up activity of The Advantage
Group, Inc., earnings from the investment of company-owned life insurance, and
other miscellaneous fees.

         Other noninterest expense in 2000 increased by approximately $2 million
or 7.08% as compared to 1999 and the 1999 amount increased by approximately $2.2
million or 8.41% as compared to 1998. The increase for 2000 was primarily due to
increases of $2,034,000, $305,000, $278,000, and $81,000 in personnel and
employee benefits, occupancy, operating expenses, and computer expenses,
respectively, offset by decreases in travel service expense of approximately
$685,000 resulting from the Company's decision to cease operation of its travel
agency subsidiary. The increase in personnel, occupancy and operating expenses
resulted from a full year of operations of the branch office of Habersham Bank
in Warrenton, GA. and normal growth of other existing banking and mortgage
banking operations.

         The increase for 1999 was primarily due to increases of $1,522,000,
$405,000, and $827,000 in personnel, occupancy, and other operating expenses,
respectively, offset by decreases in travel service expense and computer
services expense of Habersham Bank of approximately $456,000 and $94,000,
respectively. The increase in personnel, occupancy, and operating expenses
resulted from the opening of a loan production office in Warrenton, GA during
1999, as well as BancMortgage expanding operations with the purchase of selected
assets of The Fidelity Group.


INCOME TAX (BENEFIT) EXPENSE

         The effective tax rate for the Company increased during 2000 to 29.22%.
The effective tax rate for the Company decreased during 1999 when compared to
24.43% in 1998 as a result of a tax benefit of $409,477 resulting from a
reduction of prior years' overaccrual.


PROVISION FOR LOAN LOSSES

         The Company's provision for loan losses is intended to create an
adequate allowance for losses in the loan portfolio at the end of each reporting
period. The provision for loan losses was $1,295,445 in 2000 as compared to
$985,800 in 1999 and $692,500 in 1998. The Company's allowance for loan losses
was $3,454,007 at December 31, 2000, which was .90% of year-end loans and 78.15%
of total nonperforming loans, compared to $3,181,553 at December 31, 1999, which
was 1.00% of year-end loans and 136.90% of total nonperforming loans.

         At December 31, 2000, loans over 90 days past due and nonaccrual loans
totaled $3,709,787 or .97% of gross outstanding loans as compared to $1,542,148
or .49% of gross outstanding loans at December 31, 1999.

         The increase in loans over 90 days past due and nonaccrual loans during
2000 of approximately $2.2 million was primarily due to increases of
approximately $1.5 million and $647,000 in loans over 90 days past due and in
nonaccrual loans, respectively. The increase in loans over 90 days past due
consisted primarily of two construction lines of credit secured by residential
properties totaling


<PAGE>   22
approximately $1,008,000 and $425,000 which were paid off subsequent to year
end. The increase in nonaccrual loans consisted primarily of mortgage loans and
construction loans of approximately $1,062,000 and $367,000, respectively,
offset by paydowns of approximately $580,000 and $202,000, respectively.

         The decrease in loans over 90 days past due and nonaccrual loans during
1999 of approximately $1.5 million was primarily due to decreases in nonaccrual
loans relating to paydowns of approximately $1,058,000, charge-offs of
approximately $346,000, and movement to other real estate of approximately
$348,000 offset by additions in nonaccrual mortgage loans of approximately
$946,000. Loans 90 days past due decreased approximately $674,000 in 1999.

         Management is not aware of any loans classified for regulatory purposes
as loss, doubtful, substandard or special mention that have not been disclosed
which 1) represent or result from trends or uncertainties which management
reasonably expects will materially impact future operating results, liquidity or
capital resources, or 2) represent material credits about which management is
aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.

         Net charge-offs amounted to $1,022,991 in 2000 representing .25% of
average loans, as compared to $513,817 in 1999 representing .16% of average
loans. Net charge-offs were $319,009 in 1998, representing .12% of average
loans.

         The following table summarizes, for each of the years in the five year
period ended December 31, 2000, selected information related to the allowance
for loan losses.

<TABLE>
<CAPTION>
                                               2000              1999               1998                 1997             1996
<S>                                      <C>                <C>                <C>                <C>                <C>
Balance of allowance for loan
 losses at beginning of period           $   3,181,553      $   2,709,570      $   2,336,079      $   2,261,406      $   2,335,788
                                         -------------      -------------      -------------      -------------      -------------
Charge-offs:
 Commercial, financial & agricultural         (266,960)          (117,133)          (221,048)          (224,976)          (183,218)
 Real estate                                  (425,543)          (350,006)           (77,764)          (142,871)          (256,126)
 Installment loans to individuals             (324,084)          (141,661)          (140,809)          (145,373)          (108,660)
 Other                                         (43,377)           (32,059)           (22,157)           (34,390)           (23,014)
                                         -------------      -------------      -------------      -------------      -------------
Total charge-offs                           (1,059,964)          (640,859)          (461,778)          (547,610)          (571,018)
                                         -------------      -------------      -------------      -------------      -------------
Recoveries:
 Commercial, financial & agricultural               --              4,128             59,284             22,454             32,857
 Real estate                                       965             59,570             16,850            108,247             65,150
 Installment loans to individuals               32,053             57,872             55,071             61,324             28,760
 Other                                           3,955              5,472             11,564              8,258              9,869
                                         -------------      -------------      -------------      -------------      -------------
Total recoveries                                36,973            127,042            142,769            200,283            136,636
                                         -------------      -------------      -------------      -------------      -------------
 Net charge-offs                            (1,022,991)          (513,817)          (319,009)          (347,327)          (434,382)

 Provision for loan losses                   1,295,445            985,800            692,500            422,000            360,000
                                         -------------      -------------      -------------      -------------      -------------
 Balance of allowance for loan
  losses at end of period                $   3,454,007      $   3,181,553      $   2,709,570      $   2,336,079      $   2,261,406
                                         =============      =============      =============      =============      =============
 Average amount of loans                 $ 401,799,681      $ 309,502,406      $ 267,857,590      $ 236,673,265      $ 188,885,803
                                         =============      =============      =============      =============      =============
 Ratio of net charge-offs during
  the period to average loans
  outstanding during the period                    .25%               .16%               .12%               .15%               .23%

 Ratio of allowance to year-end loans              .90%              1.00%              1.29%              1.18%              1.09%
</TABLE>

         The risk associated with loans varies with the creditworthiness of the
borrower, the type of loan (consumer, commercial, or real estate) and its
maturity. Cash flows adequate to support a repayment schedule is an element
considered for all types of loans. Real estate loans are impacted by market
conditions regarding the value of the underlying property used as collateral.
Commercial loans are also impacted by the management of the business as well as
economic conditions.


<PAGE>   23
         The Company's provision for loan losses is based upon management's
continuing review and evaluation of the loan portfolio and is intended to create
an allowance adequate to absorb losses on loans outstanding as of the end of
each reporting period. For individually significant amounts, management's review
consists of evaluations of the borrower's strength, value of the related
collateral and other factors. This evaluation is made by classifying loans based
on values assigned to each of the aforementioned variables. These
classifications are assigned by the loan reviewers and are reviewed by the Board
of Directors. Totals by loan classification, along with related historical loss
ratios, regulatory requirements, and specific collateral evaluations, are used
to determine the allowance required to provide for losses on the classified
loans. The review of groups of loans, that are individually insignificant is
based upon delinquency status of the group, lending policies and previous
collection experience of each category. The effects of current conditions on
specific industries or classes of borrowers are also considered in determining
the general allowances for loan losses on this non-classified portion of the
loan portfolio. Management believes its allowance for loan losses is adequate to
absorb losses on loans outstanding at December 31, 2000.

         The allowance for loan losses allocation is based on subjective
judgment and estimates and, therefore, is not necessarily indicative of the
specific amounts or loan categories in which charge-offs may ultimately occur.
The allocation of the allowance for loan losses by loan category at December 31,
2000, 1999, 1998, and 1997 is as follows:

<TABLE>
<CAPTION>

                                             2000                     1999                   1998                     1997
                                   ----------------------  ------------------------  ----------------------  ----------------------
                                              Percent of                Percent of             Percent of               Percent of
                                               Loans to                  Loans to               Loans to                 Loans to
                                     Amount   Total loans   Amount      Total loans   Amount   Total loans   Amount     Total loans
                                   --------   -----------  ----------  -----------  --------- ------------  --------    -----------
<S>                                <C>        <C>          <C>          <C>         <C>         <C>         <C>         <C>
Commercial, financial
     & agricultural                $  775,783      5.8%    $  921,585      4.5%     $  775,239      4.9%    $  720,380      6.7%
Real estate                         2,027,587     75.0%     1,619,563     76.8%      1,471,843     63.4%     1,426,477     70.5%
Installment loans
    to individuals                    386,883      5.7%       442,005      5.5%        405,988      6.1%       189,222      6.9%

Loans held for sale                   263,754     13.5%       198,400     13.2%         56,500     25.6%            --     15.9%
                                   ----------    -----     ----------    -----      ----------    -----     ----------    -----
    Total                          $3,454,007    100.0%    $3,181,553    100.0%     $2,709,570    100.0%    $2,336,079    100.0%
                                   ==========    =====     ==========    =====      ==========    =====     ==========    =====
</TABLE>

         Prior to 1997, the Company used an alternative method to determine the
allowance for loan losses. The Company began the allocation of the allowance for
loan losses by categories in 1997.

LOANS

         Loans, exclusive of loans held for sale, increased approximately $64.8
million or 20.43% in 2000 as compared to 1999. The increase in the Company's
loan portfolio in 2000 resulted primarily from approximately $44.2 million of
new loans secured by residential properties, approximately $9 million of new
commercial loans, $23.1 million of new construction loans secured by residential
properties, and $5.1 million in consumer loans, offset by sales of approximately
$16.6 million in construction loans. Loans held for sale increased approximately
$11.5 million or 23.92% in 2000 when compared to 1999.

         The composition of the Company's loan portfolio changed during 2000 as
a result of increases in real estate secured mortgage, commercial, construction,
and consumer loans of approximately $56 million or 25.25%, $8.9 million or
53.81%, $6.3 million or 5.88%, and $5.1 million or 25.38%, respectively.

<PAGE>   24
   The amount of loans outstanding at December 31 for each of the last five
years is set forth in the following table according to type of loan and is net
of unamortized loan origination fees and unamortized discounts. The Company had
no foreign loans at December 31 in any of the last five years.

<TABLE>
<CAPTION>

                                      2000                 1999              1998                 1997               1996

<S>                               <C>                 <C>                 <C>                 <C>                 <C>
Commercial, financial
  and agricultural                $ 25,566,931        $ 16,623,264        $ 13,829,965        $ 15,824,792        $ 18,292,993
Real estate - construction         113,201,531         106,915,963          66,359,030          61,965,365          50,263,496
Real estate - mortgage             277,877,922         221,857,018         184,418,653         141,857,765         146,197,001
Installment loans to
  individuals                       25,287,734          20,168,672          17,337,632          16,115,903          15,410,015
                                  ------------        ------------        ------------        ------------        ------------
    Total                         $441,934,118        $365,564,917        $281,945,280        $235,763,825        $230,163,505
                                  ============        ============        ============        ============        ============
</TABLE>

         The following table sets forth the maturities and sensitivities to
changes in interest rates of loans at December 31, 2000.

<TABLE>
<CAPTION>
                                                                         DUE AFTER
                                                       DUE IN            ONE THROUGH        DUE AFTER
LOAN MATURITY:                                        ONE YEAR           FIVE YEARS         FIVE YEARS             TOTAL
                                                    ------------        ------------        -----------        ------------
<S>                                                 <C>                 <C>                 <C>                <C>
Commercial, financial
 and agricultural ...........................        $ 19,637,331        $  5,770,338        $   159,262        $ 25,566,931
Real estate - construction ..................         110,911,409           1,830,919            459,203         113,201,531
Real estate - mortgage ......................          90,161,161         117,783,019         69,933,742         277,877,922
Installment loans to
  Individuals ...............................           7,037,077          15,751,098          2,499,559          25,287,734
                                                     ------------        ------------        -----------        ------------
     TOTAL ..................................        $227,746,978        $141,135,374        $73,051,766        $441,934,118
                                                     ============        ============        ===========        ============

LOAN INTEREST RATE SENSITIVITY:
Loans with:
 Predetermined interest rates ...............        $ 59,514,933        $ 64,889,148        $73,051,766        $197,455,847
 Floating or adjustable
  interest rates ............................         168,232,045          76,246,226                 --         244,478,271
                                                     ------------        ------------        -----------        ------------
    TOTAL ...................................        $227,746,978        $141,135,374        $73,051,766        $441,934,118
                                                     ============        ============        ===========        ============
</TABLE>

NONPERFORMING ASSETS AND PAST DUE LOANS

         Nonperforming assets consist of nonaccrual loans, accruing loans 90
days past due, restructured loans and other real estate owned. Nonperforming
assets increased $2,793,000 or 69.91% in 2000 compared to 1999 and decreased
$1,417,000 or 26.18% in 1999 compared to 1998. The increase for 2000 was
primarily due to increases in accruing loans 90 days past due, nonaccrual loans,
and other real estate of approximately $1,520,000, $647,000, and $697,000,
respectively, offset by a decrease in restructured loans of approximately
$72,000.

         The decrease for 1999 was primarily due to decreases in nonaccrual
loans, accruing loans 90 days past due, and restructured loans of approximately
$806,000, $674,000, and $68,000, respectively, offset by increases in other real
estate of approximately $131,000 from BancMortgage operations.

<PAGE>   25

    The following table sets forth the totals of nonperforming assets, selected
ratios, and accruing loans past due 90 days or more at December 31 for each of
the last five years.


<TABLE>
<CAPTION>
NONPERFORMING ASSETS:                             2000                1999             1998             1997              1996
<S>                                           <C>                  <C>              <C>              <C>              <C>
Accruing loans 90 days past due               $1,858,944           $  338,677       $1,013,009       $1,282,000       $  377,000
Nonaccrual                                     1,850,843            1,203,471        2,009,258        1,251,157          981,801
Restructured loans                               709,787              781,803          849,963          913,753          973,559
Other real estate owned                        2,368,559            1,671,083        1,539,900        1,908,094        2,403,397
                                              ----------           ----------       ----------       ----------       ----------
Total nonperforming assets                    $6,788,133           $3,995,034       $5,412,130       $5,355,004       $4,735,757
                                              ==========           ==========       ==========       ==========       ==========

RATIOS:
Nonperforming loans (excluding
  restructured loans) to total loans                 .97%                 .49%            1.44%            1.28%             .66%
Nonperforming assets to total loans
  plus other real estate owned                      1.77%                1.25%            2.56%            2.68%            2.26%
Allowance to nonperforming assets                  50.88%               79.64%           50.06%           43.62%           47.75%
</TABLE>

         The increase in accruing loans over 90 days past due consisted
primarily of two construction lines of credit secured by residential properties
totaling approximately $1,008,000 and $425,000 which were paid off subsequent to
December 31, 2000.

         Accrual of interest is discontinued when either principal or interest
becomes 90 days past due unless the loan is both well secured and in the process
of collection, or in management's opinion, when reasonable doubt exists as to
the full collection of interest or principal. Interest income that would have
been recorded on these nonaccrual and restructured loans in accordance with
their original terms totaled $377,154, $266,491, and $401,099 in 2000, 1999, and
1998, respectively, compared with interest income recognized of $213,793,
$185,054, and $274,557, respectively.

         At December 31, 2000, the Company had no significant loans which
management designated as potential problem loans which have not been disclosed
above as nonaccrual or past due loans.

         Habersham Bank held a concentration in construction lending which
totaled approximately $113 and $107 million at December 31, 2000 and 1999, or
approximately 29.8% and 34.1% of total net loans at December 31, 2000 and 1999,
respectively.

         Habersham Bank held a concentration in mortgages for agribusiness
purposes in the poultry industry which totaled approximately $9 million at
December 31, 2000 and 1999, or approximately 2.4% and 2.8% of total net loans at
December 31, 2000 and 1999, respectively.

INVESTMENT SECURITIES

         The Company has classified its investment securities as available for
sale, held to maturity, or trading. The classification of certain investment
securities as available for sale is consistent with the Company's investment
philosophy of maintaining flexibility to manage the securities portfolio. At
December 31, 2000, approximately $42.9 million of investment securities were
classified as available for sale. Approximately $30,800 of net unrealized loss,
net of income taxes, was included in shareholders' equity related to the
available for sale investment securities.


<PAGE>   26

         On September 30, 1998, the Company exercised its previously acquired
option to purchase a 26.5% interest in Empire Bank Corp. ("Empire"), Homerville,
Georgia at a total cost of $3,017,406. Subsequent to the Company acquiring its
option to purchase this interest in Empire, Empire entered into a definitive
agreement to be acquired by FLAG. Upon the exchange of its common stock in
Empire for the common stock of FLAG during December 1998, the Company recorded
the investment in the common stock of FLAG as a trading security and recorded an
unrealized gain of $478,134 which is reflected in earnings. During 1999, the
Company recorded an unrealized loss of $1,190,820 related to the trading
securities. During 2000, the Company recorded an unrealized loss of $306,200
related to the trading securities. The Company transferred its holdings of FLAG
common stock from trading securities to its available for sale portfolio at
market value as of September 30, 2000.

         The following table sets forth the carrying amounts of investment
securities at December 31, 2000, 1999, and 1998.

<TABLE>
<CAPTION>
                                                      2000                 1999                 1998
<S>                                               <C>                  <C>                  <C>
Investment securities
 available for sale:
    U.S. Treasury                                 $ 2,528,975          $        --          $   200,812
    U.S. Government agencies                       23,296,280           23,049,452           31,678,154
    States & political subdivisions                14,391,722           14,430,944           13,767,110
    Other investments                               2,769,297            1,339,431              693,936
                                                  -----------          -----------          -----------
      Total                                       $42,986,274          $38,819,827          $46,340,012
                                                  ===========          ===========          ===========
 Investment securities held to maturity:
    U.S. Government agencies                      $ 3,466,302          $ 3,535,356          $ 3,911,279
    States & political subdivisions                 9,658,100           10,666,346           11,600,284
    Other investments                                      --                   --               99,000
                                                  -----------          -----------          -----------
      Total                                       $13,124,402          $14,201,702          $15,610,563
                                                  ===========          ===========          ===========

Trading securities                                $        --          $ 1,714,720          $ 3,495,540
                                                  ===========          ===========          ===========

</TABLE>

    The following table sets forth the maturities of debt investment securities
at carrying value at December 31, 2000 and the related weighted yields of such
securities on a tax equivalent basis (assuming a 34% tax rate).

<TABLE>
<CAPTION>

                                                                              MATURING IN
                                                   ONE YEAR                1-5                5-10              AFTER 10
                                                   OR LESS                YEARS               YEARS              YEARS
<S>                                             <C>                  <C>                   <C>                  <C>
Investment securities available for sale:

Carrying value:
 U.S. Treasury                                  $    1,005,620       $    1,523,355                   --                   --
 U.S. Government agencies                               55,222            1,318,495       $    3,627,513       $   18,295,050
 States & political subdivisions                       860,668            2,629,132            3,165,048            7,736,874
 Other investments                                          --                   --                   --              835,000

Weighted average yields:

 U.S. Treasury                                            5.93%                5.91%                  --%                  --%
 U.S. Government agencies                                 7.62%                5.68%                7.08%                6.67%
 States & political subdivisions                          7.00%                6.53%                7.24%                7.65%
 Other investments                                          --                   --                   --                 5.03%

Investment securities held to maturity:

Carrying value:
 U.S. Government agencies                       $           --       $       57,564       $    1,040,103       $    2,368,635
 States & political subdivisions                       797,412            3,421,615            2,387,485            3,051,588


Weighted average yields:
 U.S. Government agencies                                   --                 6.10%                6.86%                7.53%
 States & political subdivisions                          7.14%                7.11%                7.44%                6.98%
</TABLE>
<PAGE>   27

         No securities were held which represent a combined total for one issuer
which is in excess of 10% of the Company's shareholders' equity at December 31,
2000.


OTHER STOCK INVESTMENT

         In May 1999, the Company exercised its previously acquired option to
purchase a 45.91% interest in CB Financial Corp., Warrenton, Georgia, at a total
cost of $2,963,757, including direct costs of acquisition of $115,468. In
connection with this purchase, the Company issued 207,713 shares of its common
stock valued at $2,847,883 and cash of $406 in exchange for 27,574 shares of
common stock of CB Financial Corp. The investment in CB Financial Corp. is
accounted for using the equity method. Included in the initial investment in CB
Financial Corp. common stock was approximately $1,278,000 in excess cost over
the Company's underlying equity in the net assets of this investee. For the
years ended December 31, 2000 and 1999, the Company recorded $153,348 and
$211,279, respectively, as equity in earnings of CB Financial Corp. Amortization
of related excess cost over basis in CB Financial Corp. common stock for the
years ended December 31, 2000 and 1999 totaled $85,212 and $49,707,
respectively. The assets of CB Financial Corp. as of December 31, 2000 and 1999
totaled approximately $40,816,000 and $41,889,000, respectively, and net income
for the years ended December 31, 2000 and 1999 totaled approximately $334,000
and $83,000, respectively.


DEPOSITS

         Average deposits increased approximately $34.1 million and $19.5
million during 2000 and 1999, respectively.


    The following table sets forth the average amount of deposits and average
rate paid on such deposits for each category which exceeds 10% of average total
deposits for the years ended December 31, 2000, 1999, and 1998.

<TABLE>
<CAPTION>

                                            2000                      1999                     1998
                                          AVG. AMT        AVG       AVG. AMT      AVG         AVG. AMT      AVG
                                         OUTSTANDING     RATE      OUTSTANDING    RATE      OUTSTANDING    RATE
<S>                                      <C>             <C>      <C>             <C>      <C>             <C>
Interest bearing demand deposits         $ 51,456,529    2.97%    $ 60,548,509    2.58%    $ 58,598,039    3.21%
Noninterest bearing demand deposits        25,683,053     n/a       27,967,073     n/a       27,892,056     n/a
Time certificates of deposit              243,416,390    6.32%     197,166,960    5.48%     184,802,058    5.94%
</TABLE>


         At December 31, 2000, time certificates of deposit of $100,000 or more
totaled $83,268,118. The maturities of all time certificates of deposit over
$100,000 are as follows:

<TABLE>
           <S>                                                <C>
           3 months or less                                   $18,814,350
           Over 3 but less than 6 months                       14,566,169
           Over 6 but not more than 12 months                  30,386,666
           Over 1 year but not more than 5 years               19,500,933
                                                              -----------
             TOTAL                                            $83,268,118
                                                              ===========
</TABLE>


BORROWINGS

         Borrowings increased approximately $ 47.5 million during 2000 as
compared to 1999 as a result of borrowings of approximately $30.8 million from
the Federal Home Loan Bank, approximately $10.6 million in federal funds
purchased and approximately $6.1 million in securities sold under repurchase
agreements. At December 31, 2000, the Company has a Daily Rate Credit line and a
Warehouse line of credit with the Federal Home Loan Bank. Both of these lines of
credit are

<PAGE>   28
specific collateral agreements. The Daily Rate Credit line is backed by
qualifying first mortgage loans, commercial loans, and pledged securities. The
Warehouse line is backed by qualifying first mortgage loans.

         The Company converted two $10 million advances from the Daily Rate
Credit line to long-term fixed-rate loans during 2000. The terms are for 10 and
5 years, respectively, (callable each year) with fixed rates of 6.02% and 6.72%,
respectively.

         At December 31, 2000, the Company had available repurchase agreement
line of credit commitments with Compass Bank totaling $12 million, of which
$10.2 million was advanced. The Company also had available repurchase agreement
line of credit commitments with National Bank of Commerce totaling $4 million,
of which none were advanced.


CAPITAL RESOURCES

         The Company is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimal capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Company's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Company must meet specific capital guidelines that involve quantitative measures
of the Company's assets, liabilities, and certain off-balance-sheet items as
calculated under regulatory accounting practices. The Company's capital amounts
and classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.

    Quantitative measures established by regulations to ensure capital adequacy
require the Company to maintain minimum amounts and ratios (set forth below in
the table) of total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as defined). Management believes, as of December 31, 2000, that the
Company meets all capital adequacy requirements to which it is subject.

    As of December 31, 2000, the most recent notifications from both the Federal
Deposit Insurance Corporation and the Federal Reserve Bank of Atlanta
categorized the Bank as adequately capitalized under the regulatory framework
for prompt corrective action. To be categorized as well capitalized, the Bank
must maintain minimum total risk-based, Tier I risk-based and Tier I leverage
ratios as set forth in the table. There are no conditions or events since that
notification that management believes have changed the Bank's categories.


<PAGE>   29

         The Company's actual capital amounts and ratios as of December 31, 2000
follows (in thousands):

<TABLE>
<CAPTION>

                                                                                                             TO BE WELL
                                                                                                             CAPITALIZED
                                                                                                             UNDER PROMPT
                                                                                                              CORRECTIVE
                                                                                    FOR CAPITAL                ACTION
                                                                 ACTUAL          ADEQUACY PURPOSES            PROVISIONS
                                                           AMOUNT     RATIO       AMOUNT    RATIO         AMOUNT       RATIO
         <S>                                               <C>        <C>        <C>        <C>           <C>          <C>
         As of December 31, 2000
         Total Capital (to risk-weighted assets):
           The Company                                      $39,399    9.83%      $32,080     8%              N/A      N/A
           Habersham Bank                                    34,931    8.85%       31,570     8%          $39,738       10%


         Tier I Capital (to risk-weighted assets):
           The Company                                      $35,945    8.96%      $16,040     4%              N/A      N/A
           Habersham Bank                                    31,477    7.98%       15,785     4%          $23,843        6%

         Tier I Capital (to average assets):
           The Company                                      $35,945    6.65%      $21,609     4%              N/A      N/A
           Habersham Bank                                    31,477    5.90%       21,346     4%          $26,682        5%
</TABLE>

         While management believes that the current level of capital is
sufficient for the current and foreseeable needs of the Company, capital needs
are continually evaluated by management.

         Cash dividends were paid at a rate of $.06 per share in March, June,
September, and December 2000. Cash dividends were paid at a rate of $.05 per
share in March, June, September, and December 1999. Cash dividends were paid at
a rate of $.04 per share in March, June, September, and December of 1998.

         Management is not aware of any required regulatory changes or any
recommendation by any regulatory authority which will have a material effect on
the Company's liquidity, capital or results of operations.


INTEREST RATE SENSITIVITY

         The objective of asset and liability management is to manage and
measure the level and volatility of earnings and capital by controlling interest
rate risk. To accomplish this objective, management makes use of interest rate
and income simulation models to perform current and dynamic projections of
interest income and equity, as well as more traditional asset and liability
management methods.

         The Company's historical performance in various economic climates is
considered by management in making long-term asset and liability decisions for
the Company.

         The relative interest rate sensitivity of the Company's assets and
liabilities indicates the extent to which the Company's net interest income may
be affected by interest rate movements. The Company's ability to reprice assets
and liabilities in the same dollar amounts and at the same time minimizes
interest rate risks. One method of measuring the impact of interest rate changes
on net interest income is to measure, in a number of time frames, the interest
sensitivity gap by subtracting interest sensitive liabilities from interest
sensitive assets, as reflected in the following table. Such an interest
sensitivity gap represents the risk, or opportunity, in repricing. If more
assets than liabilities are repriced at a given time in a rising rate
environment, net interest income improves; in a declining rate environment, net


<PAGE>   30
interest income deteriorates. Conversely, if more liabilities than assets are
repriced while interest rates are rising, net interest income deteriorates; if
interest rates are falling, net interest income improves.


INTEREST RATE SENSITIVITY ANALYSIS

<TABLE>
<CAPTION>

                                      DUE IN          DUE AFTER          DUE AFTER       DUE AFTER       DUE AFTER     TOTAL
                                      THREE         THREE THROUGH      SIX THROUGH      ONE THROUGH       FIVE
 INTEREST EARNING ASSETS:            MONTHS          SIX MONTHS       TWELVE MONTHS      FIVE YEARS       YEARS
<S>                               <C>              <C>              <C>               <C>              <C>             <C>
 Investment securities            $     925,148    $    200,000     $   1,593,774     $   8,950,161    $ 44,441,593    $ 56,110,676
 Loans                              173,532,277      26,955,439        27,259,262       141,135,374      73,051,766     441,934,118
                                  -------------    ------------     -------------     -------------    ------------    ------------
 Total earning assets               174,457,425      27,155,439        28,853,036       150,085,535     117,493,359     498,044,794
                                  -------------    ------------     -------------     -------------    ------------    ------------

INTEREST BEARING
  LIABILITIES:

Deposits:
  Money Market and NOW               47,362,669              --                --                --              --      47,362,669
  Savings                             7,306,451              --                --                --              --       7,306,451
  Certificates of deposit            46,033,163      63,575,347        80,105,053        68,862,863              --     258,576,426
  Short-term
    borrowings                      124,940,188              --                --        11,950,000      10,000,000
                                  -------------    ------------     -------------     -------------    ------------    ------------
                                                                                                                        146,890,188
Total interest bearing
  liabilities                       225,642,471      63,575,347        80,105,053        80,812,863      10,000,000     460,135,734
                                  -------------    ------------     -------------     -------------    ------------    ------------



Excess (deficiency) of
  interest earning assets
  over (to) interest
 bearing liabilities              $ (51,185,046)   $(36,419,908)    $ (51,252,017)    $  69,272,672    $107,493,359    $ 37,909,060
                                  =============    ============     =============     =============    ============    ============


Cumulative  gap                   $ (51,185,046)   $(87,604,954)    $(138,856,971)    $ (69,584,299)   $ 37,909,060

Ratio of cumulative gap to
 total cumulative earning assets         (29.34)%        (43.45)%          (60.25)%          (18.29)%          7.61%
Ratio of interest earning
 assets to interest bearing
 liabilities                              77.32%          69.71%            62.40%            84.54%         108.22%
</TABLE>


         The Company's strategy is to maintain a ratio of interest sensitive
assets to interest sensitive liabilities in the range of 60% to 140% at the
less-than one-year-time frame. At December 31, 2000, the Company was able to
meet such objective. The interest rate sensitivity analysis has a negative one
year gap of approximately $138.8 million (excess of interest bearing liabilities
to interest earning assets repricing within one year). However, the Company's
experience has shown that NOW, Money Market, and Savings deposits of
approximately $54.7 million are less sensitive to short term rate movements.


MARKET RISK

         Market risk reflects the risk of economic loss resulting from adverse
changes in market prices and interest rates. The risk of loss can be reflected
in either diminished current market values or reduced potential net interest
income in future periods.

         Market risk arises primarily from interest rate risk inherent in the
Company's lending and deposit taking activities. The structure of the Company's
loan and deposit portfolios is such that a significant decline in the prime rate
may adversely impact net market values and interest income. Management seeks to
manage this risk through the use of its investment securities portfolio. The
composition and size of the investment portfolio is managed so as to reduce the
interest rate risk in the deposit and loan portfolios while at the same time
maximizing the yield generated from the portfolio. The Company is also subject
to equity risk as a result of changes in market values of its equity securities.
<PAGE>   31
         The table below presents in tabular form the contractual balances and
the estimated fair value of the Company's balance sheet financial instruments
and their expected maturity dates as of December 31, 2000. The expected maturity
categories take into consideration historical prepayments experience as well as
management's expectations based on the interest rate environment as of December
31, 2000.

MARKET RISK INFORMATION (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                         PRINCIPAL/NOTIONAL AMOUNT MATURING IN:                          FAIR
                                 2001        2002        2003        2004         2005     THEREAFTER      TOTAL         VALUE
<S>                           <C>          <C>         <C>         <C>         <C>         <C>          <C>            <C>
RATE-SENSITIVE ASSETS:
Fixed interest rate
 loans                        $  59,515    $ 17,418    $ 19,874    $ 14,424    $ 13,073     $ 73,052    $ 197,456      $197,532
Average interest rate              9.18%       9.23%       9.70%       9.94%       9.71%        8.66%        9.14%

Variable interest rate
 loans                          168,232       9,054      10,197      53,102       3,893           --      244,478       244,478
Average interest rate             10.29%       8.29%       6.61%       6.61%       7.90%          --%        9.26%

Fixed interest rate
 securities                       2,716       2,933       2,886       1,257       1,554       36,377       47,723        47,559
Average interest rate              5.19%       4.88%       4.79%       4.65%       5.82%        5.74%        5.58%

Variable interest rate
 securities                          --          --         200          --          97        6,203        6,500         6,537
Average interest rate                --%         --%       3.55%         --%       3.77%        6.11%        6.00%

RATE-SENSITIVE LIABILITIES:
Savings and interest
  bearing checking               54,669          --          --          --          --           --       54,669        54,669
Average interest rate              2.89%         --%         --%         --%         --%          --%        2.89%

Fixed interest rate
  time deposits                 189,577      29,383      29,388       9,985          --          107      258,440       264,426
Average interest rate              6.60%       6.82%       6.82%       6.95%         --%        6.99%        6.66%

Variable interest rate
  time deposits                     136          --          --          --          --           --          136           136
Average interest rate              6.04%         --%         --%         --%         --%          --%        6.04%

Variable interest rate
  borrowings                    124,940       1,950          --          --      10,000       10,000      146,890       146,890
Average interest rate              6.43%       8.31%         --%         --%       6.02%        6.72%        6.45%
</TABLE>

Equity investments of $1,934,297 are subject to changes in market values.

INFLATION

         The Company's assets and liabilities are generally monetary in nature.
Therefore, interest rates have a greater impact on the Company's performance
than the effects of general levels of inflation. Interest rates do not
necessarily move in the same direction or magnitude as the prices of goods and
services. See "Interest Rate Sensitivity" above.

LIQUIDITY

         Liquidity management involves the matching of the cash flow
requirements of customers, either depositors withdrawing funds or borrowers
needing loans, and the ability of the Company to meet those requirements.

         The Company's liquidity program is designed and intended to provide
guidance in funding the credit and investment activities of the Company while at
the same time ensuring that the deposit obligations of the Company are met on a
timely basis. In order to permit active and timely management of assets and
liabilities, these accounts are monitored regularly in regard to volume, mix,
and maturity.
<PAGE>   32

         The Company's liquidity position depends primarily upon the liquidity
of its assets relative to its need to respond to short-term demand for funds
caused by withdrawals from deposit accounts and loan funding commitments.
Primary sources of liquidity are scheduled repayments on the Company's loans and
interest on and maturities of its investments. Sales of investment securities
available for sale represent another source of liquidity to the Company. The
Company may also utilize its cash and due from banks and federal funds sold to
meet liquidity requirements as needed.

         The Company also has the ability, on a short-term basis, to purchase
federal funds from other financial institutions up to $20,000,000. Presently,
the Company has made arrangements with commercial banks for short-term advances
up to $16,000,000 under a repurchase agreement line of credit of which
$10,200,000 was advanced at December 31, 2000, in addition to a total available
line of $163,000,000 which is available to the Company, subject to available
collateral, from the Federal Home Loan Bank of which $108,000,000 was advanced
at December 31, 2000.

         Habersham Bank's liquidity policy requires a minimum ratio of 20% of
cash and certain short-term investments to net withdrawable deposit accounts.
The Bank's liquidity ratios at December 31, 2000 and 1999 were 20.90% and
23.72%, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board (FASB) issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities".
SFAS No. 133 is effective for financial statements for all fiscal quarters of
all fiscal years beginning after June 15, 1999. In June 1999, the FASB issued
SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133", an amendment of FASB
Statement No. 133. SFAS No. 133, as amended, is now effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. Since the Company
does not hold derivative instruments that must be accounted for at fair value
under the provisions of SFAS No. 133, the provisions of SFAS No. 133 will not
have a significant impact on the financial statements upon adoption.

         In September 2000, SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," was issued.
SFAS No. 140 is effective for all transfers and servicing of financial assets
and extinguishments of liabilities after March 31, 2001. SFAS No. 140 is
effective for recognition and reclassification of collateral and disclosures
relating to securitization of transactions and collateral for fiscal years
ending after December 15, 2000. Due to the nature of its activities, the Company
does not expect the adoption of SFAS No. 140 to have a material impact to its
consolidated financial statements.

<PAGE>   33

<TABLE>
<CAPTION>
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)                QUARTER ENDED

                                        MARCH 30         JUNE 30         SEPT. 30          DEC. 31
         <S>                            <C>              <C>             <C>               <C>
                                            (Dollars in thousands, except per share amounts)
         2000:
            Interest income              $ 9,411         $10,224          $10,968          $11,223
            Net interest income            4,293           4,333            4,226            4,053
            Net income                       679             590            1,079              679
            Per share - basic                .25             .22              .40              .25
            Per share - diluted              .25             .22              .40              .25


         1999:
            Interest income              $ 7,159         $ 7,629          $ 8,282          $ 9,072
            Net interest income            3,513           3,827            4,117            4,169
            Net income                       204             548              495              507
            Per share - basic                .08             .21              .18              .20
            Per share - diluted              .08             .21              .18              .20
</TABLE>

         Cash dividends were paid on a quarterly basis at a rate of $.06 per
share of common stock in 2000 and $.05 per share of common stock in 1999.

Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         See "Market Risk" under Item 7, "Management's Discussion and Analysis
of Financial Condition and Results of Operations".

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The consolidated balance sheets of the Company and subsidiaries as of
December 31, 2000 and 1999, and the related consolidated statements of income,
shareholders' equity and comprehensive income, and cash flows and notes to the
consolidated financial statements for each of the years in the three year period
ended December 31, 2000, and the report issued thereon by the Company's
independent auditors are attached hereto as Exhibit 13 and are incorporated
herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         None

                                    PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information concerning the Company's directors and executive officers
appears in the Proxy Statement under the headings "Election of
Directors-Nominees" and " -Compliance with Section 16(a) of the Exchange Act"
and "Executive Officers" and is incorporated by reference herein.

Item 11. EXECUTIVE COMPENSATION

         Information concerning the compensation of the Company's management
appears in the Proxy Statement under the headings "Executive Compensation" and
"Election of Directors - Compensation of Directors" and is incorporated by
reference herein.
<PAGE>   34


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information concerning beneficial owners of more than 5% of the
Company's Stock and information concerning the stock owned by the Company's
management appears in the Proxy Statement under the heading "Ownership of Stock"
and is incorporated by reference herein.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information concerning certain relationships and related transactions
appears in the Proxy Statement under the heading "Certain Transactions" and is
incorporated by reference herein.

                                     PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      See Item 8 for a list of the financial statements as filed as a part of
         this report.

(b)      No financial statement schedules are applicable as the required
         information is included in the financial statements in Item 8.

(c)      The registrant submits herewith as exhibits to this report on Form 10-K
         the exhibits required by Item 601 of Regulation S-K, subject to Rule
         12b-32 under the Securities Exchange Act of 1934.

<TABLE>
<CAPTION>
Exhibit No.                                      Document
-----------                                      --------
<S>               <C>
3.1               Amended and restated Articles of Incorporation of Habersham Bancorp, as
                  amended by amendment dated April 16, 1988 (1) and further amended by
                  amendment dated April 15, 2000 (2)

3.2               By-laws of Habersham Bancorp, as amended as of November 20, 1989 (3)
                  and as of March 16, 1991. (4)

10.1*             Habersham Bancorp Savings Investment Plan, as amended and restated
                  March 17, 1990, and the related Trust Agreements, as amended March 17,
                  1990. (3)

10.2*             Habersham Bancorp Incentive Stock Option Plan, as amended February 26,
                  1994. (5)

10.3*             Habersham Bancorp Outside Directors Stock Option Plan. (6)

10.4*             Habersham Bancorp 1996 Incentive Stock Option Plan, as amended by the
                  First Amendment thereto dated January 29, 2000. (7)

10.5*             Mortgage Banking Agreement Dated as of January 2, 1996 among Habersham
                  Bancorp, Habersham Bank, BancMortgage Financial Corp. and Robert S.
                  Cannon and Anthony L. Watts. (8)

13.0              Financial statements and notes thereto contained in the Habersham
                  Bancorp 2000 Annual Report.

21.0              Subsidiaries of Habersham Bancorp.

23.1              Independent Accountants' Consent

</TABLE>

<PAGE>   35

(1)      Incorporated herein by reference to exhibit 3(a) in Amendment No. 1 to
Registrant's Registration Statement on Form S-4 (Regis. No. 33-57915).

(2)      Incorporated herein by reference to exhibit 3.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (File No.
0-13153).

(3)      Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1989
(File No. 0-13153).

(4)      Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1991
(File No. 0-13153).

(5)      Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1993
(File No. 0-13153).

(6)      Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1994
(File No. 0-13153).

(7)      Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1995
(File No. 0-13153).

(8)      Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1997
(File No. 0-13153).

* Indicates the Registrant's plans, management contracts and compensatory
arrangements.

         (b)      Reports on Form 8-K:

         No reports on Form 8-K were filed during the last quarter of the year
ended December 31, 2000.

<PAGE>   36


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                          Document
-----------                          --------
<S>              <C>
    3.1          Amended and restated Articles of Incorporation of Habersham
                 Bancorp, as amended by amendment dated April 16, 1998 (1)
                 and as further amended by amendment dated April 15, 2000.(2)

    3.2          By-laws of Habersham Bancorp, as amended as of November 20, 1989
                 (3) and as of March 16, 1991 March 16, 1991.(4)

   10.1*         Habersham Bancorp Savings Investment Plan, as amended and
                 restated March 17, 1990, and the related Trust Agreements, as
                 amended March 17, 1990.(3)

   10.2*         Habersham Bancorp Incentive Stock Option Plan, as amended
                 February 26, 1994.(5)

   10.3*         Habersham Bancorp Outside Directors Stock Plan.(6)

   10.4*         Habersham Bancorp 1996 Incentive Stock Option Plan, as amended
                 by the First Amendment thereto dated January 29, 2000.(7)

   10.5*         Mortgage Banking Agreement dated as of January 2, 1996 among
                 Habersham Bancorp, Habersham Bank, BancMortgage Financial Corp.,
                 and Robert S. Cannon and Anthony L. Watts.(8)

   13.0          Financial statements and notes thereto contained in the
                 Habersham Bancorp 2000 Annual Report

   21.0          Subsidiaries of Habersham Bancorp

   23.1          Independent Accountants' Consent
</TABLE>

(1)      Incorporated herein by reference to exhibit 3(a) in Amendment No. 1 to
the Registrant's Registration Statement on Form S-4 (Regis. No. 33-57915).

(2)      Incorporated herein be reference to exhibit 3.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (File No.
0-13153).

(3)      Incorporated herein by reference to exhibit of same number in the
Registrant Annual Report on Form 10-K for the year December 31, 1989 (File No.
0-13153).

(4)      Incorporated herein by reference to exhibit of same number in the
Registrant Annual Report on Form 10-K for the year ended December 31, 1991.(File
No. 0-13153).

<PAGE>   37


(5)      Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1993.
(File No. 0-13153).

(6)      Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1994.
(File No. 0-13153).

(7)      Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1995.
(File No. 0-13153).

(8)      Incorporated herein be reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1997.
(File No. 0-13153).

* Indicates the Registrant's plans, management contracts and compensatory
arrangements.

<PAGE>   38

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                 HABERSHAM BANCORP (Registrant)

    /s/ David D. Stovall                Date: March 30, 2001
    --------------------                      --------------
By: Director, President and
    Chief Executive Officer


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

<TABLE>
<CAPTION>

     Signature                     Title                        Date
     ---------                     -----                        ----

<S>                           <C>                          <C>
/s/ Thomas A. Arrendale, Jr.  Chairman of the Board        March 30, 2001
----------------------------  and Director


/s/ Thomas A. Arrendale, III  Vice Chairman of the Board   March 30, 2001
----------------------------  and Director


/s/ David D. Stovall          Director, President and      March 30, 2001
----------------------------  Chief Executive Officer *


/s/ Edward D. Ariail          Director, Vice President     March 30, 2001
----------------------------  and Corporate Secretary


/s/ James E. McCollum         Director, Executive Vice     March 30, 2001
----------------------------  President and Chief
                              Operating Officer


/s/ Michael C. Martin         Director                     March 30, 2001
----------------------------


/s/ James A. Stapleton, Jr.   Director                     March 30, 2001
----------------------------


/s/ Calvin R. Wilbanks        Director                     March 30, 2001
----------------------------

</TABLE>

* Principal financial officer, principal executive officer, controller and
principal accounting officer.