<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2000

                         Commission file number: 0-25620

                                  A.S.V., Inc.
             (Exact name of registrant as specified in its charter)

                Minnesota                               41-1459569
     ------------------------------         ----------------------------------
     State or other jurisdiction of         I.R.S. Employer Identification No.
      incorporation of organization

             840 Lily Lane
             P.O. Box 5160
         Grand Rapids, MN 55744                       (218) 327-3434
 --------------------------------------        -----------------------------
 Address of principal executive offices        Registrant's telephone number

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

     As of May 5, 2000, 9,699,786 shares of the registrant's Common Stock were
issued and outstanding.
<PAGE>

                         PART I - FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS

                                  A.S.V., INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                            March 31,    December 31,
                                                              2000           1999
                                                           -----------   ------------
                                                           (Unaudited)
<S>                                                        <C>           <C>
                       ASSETS

CURRENT ASSETS
   Cash and cash equivalents ...........................   $   423,252   $   743,184
   Short-term investments ..............................     1,248,941     1,247,696
   Accounts receivable, net ............................    10,872,157     8,661,049
   Inventories .........................................    30,624,115    32,391,256
   Prepaid expenses and other ..........................       819,859       811,076
                                                           -----------   -----------
              Total current assets                          43,988,324    43,854,261

Property and equipment, net ............................     4,778,063     4,795,674
                                                           -----------   -----------

              Total Assets                                 $48,766,387   $48,649,935
                                                           ===========   ===========

       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Line of credit ......................................   $ 2,980,000   $ 4,080,000
   Current portion of long-term liabilities ............        79,857       254,412
   Accounts payable ....................................     2,429,347     1,775,883
   Accrued liabilities
     Compensation ......................................       191,066       252,708
     Warranties ........................................       450,000       450,000
     Commission ........................................       373,865       306,831
     Other .............................................       282,816       237,134
   Income taxes payable ................................       212,083          --
                                                           -----------   -----------
              Total current liabilities                      6,999,034     7,356,968
                                                           -----------   -----------

LONG-TERM LIABILITIES, less current portion ............     2,177,147     2,197,046
                                                           -----------   -----------

COMMITMENTS AND CONTINGENCIES ..........................          --            --

SHAREHOLDERS' EQUITY
   Capital stock, $.01 par value:
     Preferred stock, 11,250,000 shares authorized;
       no shares outstanding ...........................          --            --
     Common stock, 33,750,000 shares authorized;
       9,692,565 shares issued and outstanding in 2000;
       9,686,457 shares issued and outstanding in 1999 .        96,926        96,865
   Additional paid-in capital ..........................    30,936,866    30,859,403
   Retained earnings ...................................     8,556,414     8,139,653
                                                           -----------   -----------
                                                            39,590,206    39,095,921
                                                           -----------   -----------

              Total Liabilities and Shareholders' Equity   $48,766,387   $48,649,935
                                                           ===========   ===========
</TABLE>

See notes to consolidated financial statements.

                                       2
<PAGE>

                                  A.S.V., INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                   Three months ended March 31, 2000 and 1999


                                                2000           1999
                                            ------------    ------------

Net sales ................................  $ 11,183,584    $  8,462,645

Cost of goods sold .......................     8,650,914       6,225,518
                                            ------------    ------------

         Gross profit ....................     2,532,670       2,237,127

Operating expenses:
   Selling, general and administrative ...     1,670,323       1,113,159
   Research and development ..............       135,148         108,208
                                            ------------    ------------

         Operating income ................       727,199       1,015,760

Other income (expense)
   Interest expense ......................       (93,203)        (65,903)
   Other, net ............................        29,765          84,090
                                            ------------    ------------

         Income before income taxes ......       663,761       1,033,947

Provision for income taxes ...............       247,000         385,000
                                            ------------    ------------

         NET EARNINGS ....................  $    416,761    $    648,947
                                            ============    ============

Net earnings per common share:

     Basic ...............................  $        .04    $        .07
                                            ============    ============

     Diluted .............................  $        .04    $        .07
                                            ============    ============

Weighted average number of common
   shares outstanding:

     Basic ...............................     9,688,861       9,314,156
                                            ============    ============

     Diluted .............................     9,955,040       9,679,889
                                            ============    ============


See notes to consolidated financial statements.

                                       3
<PAGE>

                                  A.S.V., INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Three months ended March 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                              2000            1999
                                                                          ------------    ------------
<S>                                                                       <C>             <C>
Cash flows from operating activities:
   Net earnings .......................................................   $    416,761    $    648,947
   Adjustments to reconcile net earnings to net cash
     provided by (used in) operating activities:
       Depreciation ...................................................        104,025          85,500
       Interest accrued on capital lease obligation ...................         12,072          12,072
       Deferred income taxes ..........................................        (25,000)        (30,000)
       Effect of warrant earned .......................................         37,800          37,800
       Changes in assets and liabilities:
         Accounts receivable ..........................................     (2,211,108)     (1,498,274)
         Inventories ..................................................      1,767,141      (7,368,328)
         Prepaid expenses and other ...................................         16,217         419,080
         Accounts payable .............................................        653,464         326,357
         Accrued expenses .............................................         51,074          81,118
         Income taxes payable .........................................        232,083         235,747
                                                                          ------------    ------------

           Net cash provided by (used in) operating activities ........      1,054,529      (7,049,981)
                                                                          ------------    ------------

Cash flows from investing activities:
   Purchase of property and equipment .................................        (86,414)       (130,193)
   Purchase of short-term investments .................................         (1,245)     (3,516,383)
                                                                          ------------    ------------

           Net cash used in investing activities ......................        (87,659)     (3,646,576)
                                                                          ------------    ------------

Cash flows provided by financing activities:
   Principal payments on line of credit, net ..........................     (1,100,000)     (3,535,000)
   Principal payments on long-term liabilities ........................       (206,526)       (195,511)
   Proceeds from sale of common stock and warrant, net of
      offering costs ..................................................           --        17,551,558
   Proceeds from exercise of stock options ............................         21,891         139,109
   Retirements of common stock ........................................         (2,167)        (35,912)
                                                                          ------------    ------------

           Net cash provided by (used in) financing activities ........     (1,286,802)     13,924,244
                                                                          ------------    ------------

Net increase (decrease) in cash and cash equivalents ..................       (319,932)      3,227,687

Cash and cash equivalents at beginning of period ......................        743,184         308,565
                                                                          ------------    ------------

Cash and cash equivalents at end of period ............................   $    423,252    $  3,536,252
                                                                          ============    ============

Supplemental disclosure of cash flow information:
   Cash paid for interest .............................................   $    107,389    $     83,063
   Cash paid for income taxes .........................................            259          15,264
                                                                          ============    ============

Supplemental disclosure of non-cash investing and financing activities:
   Tax benefit from exercise of stock options .........................   $     20,000    $    150,000
                                                                          ============    ============
</TABLE>

See notes to consolidated financial statements.

                                       4
<PAGE>

                                  A.S.V., INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000

                                   (Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

     The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal, recurring
adjustments) considered necessary for a fair presentation have been included.
Results for the interim periods are not necessarily indicative of the results
for an entire year.

NOTE 2. INVENTORIES

     Inventories consist of the following:

                                              March 31,        December 31,
                                                2000              1999
                                            ------------      -------------
     Raw materials, semi-finished and
       work in process inventory:           $ 17,901,496      $ 19,531,208
     Finished goods:                           7,449,285         7,574,115
     Used equipment held for resale            5,273,334         5,285,933
                                            ------------      ------------

                                            $ 30,624,115      $ 32,391,256
                                            ============      ============

                                       5
<PAGE>

                 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANAYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     In January 1999, the Company closed on a strategic alliance with
Caterpillar Inc. ("Caterpillar") whereby Caterpillar purchased, for an aggregate
purchase price of $18 million, one million newly issued shares of the Company's
Common Stock and a warrant to purchase 10,267,127 newly issued shares of the
Company's Common Stock (the "Transaction"). In connection with the Transaction,
the Company received, among other items, access to Caterpillar's worldwide
dealer network through which it can distribute its products. Since the closing
of the Transaction with Caterpillar, the Company has been working closely with
Caterpillar and its dealers to introduce the Company's products to those
Caterpillar dealers not currently selling and servicing the Posi-Track product
line. The Company spent much of 1999 meeting with potential Caterpillar dealers
and educating them on the benefits of a rubber tracked machine. The Company also
put in place many systems that it believes will help Caterpillar dealers
interface with the Company. In September 1999, the Company's computer systems
were integrated with Caterpillar's computer systems. This allows Caterpillar
dealers to order machines, attachments, parts and process warranty claims
on-line in a manner similar to how they perform these tasks with Caterpillar
factories. As of April 2000, 52 Caterpillar dealers and 15 independent dealers
representing over 360 locations in the United States, Canada and Australia sell
and service the Company's machines. The Company anticipates it will expand
further into Australia, Canada and Central and South America in 2000.

     As a result of the Transaction, the Company's near term revenues,
profitability and other financial results are expected to be lower than if the
Transaction had not been entered into. The decline is related to a number of
factors, including (i) the commission to be paid to Caterpillar for sales made
to Caterpillar dealers, (ii) transition issues affecting orders from the
preexisting non-Caterpillar affiliated dealers, and (iii) certain other costs of
implementing the Transaction and the agreements contemplated by the Commercial
Alliance Agreement. Over the longer term, however, management believes that the
Company will be able to achieve improved financial results due to the
Transaction and the Commercial Alliance Agreement.

     The following table sets forth certain Statements of Earnings data as a
percentage of net sales:

                                                    Three Months Ended March 31,
                                                       2000         1999
                                                      ------       ------
     Net sales.....................................   100.0%       100.0%
     Cost of goods sold............................    77.4%        73.6%
     Gross profit..................................    22.6%        26.4%
     Selling, general and administrative expenses..    14.9%        13.2%
     Operating income..............................     6.5%        12.0%
     Interest expense..............................     0.8%         0.8%
     Net income....................................     3.7%         7.7%

     Net Sales. For the three months ended March 31, 2000, net sales were
approximately $11,184,000, a 32% increase compared with the three months ended
March 31, 1999. This increase was due to the increased sales of Posi-Track
vehicles, primarily the 4810 model, and related accessories. The 4810 model was
introduced in the third quarter of 1999 and represented approximately 77% of all
machines sold in the first quarter of 2000. The Company believes the increased
sales of the 4810 model is due to the greater dealer and customer acceptance of
this new model. The 4810 model uses a greater number of Caterpillar components,
including a Caterpillar engine, than any other previous model. In addition, the
Company had a greater number of dealer locations selling and servicing its
Posi-Track products in 2000 compared with 1999. As of April 2000, the Company
had approximately 52 Caterpillar dealers, primarily in the United States,
selling Posi-Tracks, compared with 24 as of April 1999. The number of total
dealer locations (Caterpillar and independent) also increased significantly,
with approximately 360 total dealer locations as of April 2000, compared with
approximately 200 as of April 1999. However, due to the training, education and
orientation process associated with new dealers, sales did not increase at the
same rate as the increase in dealer locations. Also, net sales increased due to
the Company expanding its international sales by making its first shipments to
Mexico in the first quarter of 2000. Finally, used equipment sales also
increased in the first quarter of 2000 as a result of increased marketing
efforts.

                                       6
<PAGE>

     Gross Profit. Gross profit for the three months ended March 31, 2000
increased to approximately $2,533,000 compared with approximately $2,237,000 in
1999. However, the gross profit percentage decreased from 26.4% in 1999 to 22.6%
in 2000. The increase in gross profit is due to the increased sales volume for
2000. The decreased gross profit percentage can be attributed to a lesser number
of units produced in 2000, which resulted in higher fixed costs per unit, and
also a greater amount of used equipment sold in 2000, which generally carries a
lower gross profit percentage than new machines.

     On September 1, 1999, the Company's warranty policy changed with respect to
all machines sold after that date. This was accomplished at the same time as the
integration of the Company's computer system with Caterpillar's computer system
to allow Caterpillar dealers to process warranty claims on-line, eliminating the
need to file paper warranty claims. The changes in the Company's warranty policy
include the elimination of reimbursing dealers labor relating to warranty
repairs, eliminating travel costs relating to warranty repairs and the
elimination of the 15% warranty discount provided on parts used in warranty
repairs. In addition, should a Caterpillar manufactured part, such as an engine,
fail during the warranty period, Caterpillar is responsible for providing the
warranty on that part. The Company believes the changes to its warranty policy
will help it better manage its warranty costs in the future.

     Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from approximately $1,113,000, or 13.2% of net
sales in 1999, to approximately $1,670,000, or 14.9% of net sales in 2000. These
increases are due primarily to additional dealer support programs put in place
during the second half of 1999, including the hiring of field service reps
during the fourth quarter of 1999. Also the Company paid a greater commission to
Caterpillar in 2000 due to increased sales to Caterpillar dealers and a full
quarter of commissionable sales in 2000, compared with only two months in 1999.
The commission paid to Caterpillar increased from approximately $190,000 in the
first quarter of 1999 to approximately $374,000 in the first quarter of 2000.

     Research and Development. Research and development expenses increased from
approximately $108,000 in 1999 to approximately $135,000 in 2000. The increase
is due to the Company devoting more resources to future product alternatives,
primarily a new smaller machine which is expected to go into initial production
in the second quarter of 2000.

     In order to maintain its competitive advantage over other manufacturers of
similar products, the Company believes it will increase the level of spending on
research and development activities. It is expected the main thrust of these
activities will be directed towards extensions of the Company's current product
lines and improvements of existing products.

     Interest Expense. Interest expense increased from approximately $66,000 for
the first quarter of 1999 to approximately $93,000 for the first quarter of
2000. The increase was due to greater utilization of the Company's line of
credit to fund current operations in 2000.

     Net Income. Net income for the first quarter of 2000 was approximately
$417,000, as compared with approximately $649,000 for the first quarter of 1999.
The decrease was a result of increased sales, offset by a decreased gross profit
percentage, increased operating expenses and increased interest expense.

Liquidity and Capital Resources

     At March 31, 2000, the Company had working capital of approximately
$36,989,000 compared with approximately $36,497,000 at December 31, 1999, an
increase of approximately $492,000. This increase was due mainly to an increase
in accounts receivable as the Company experienced a 32% rise in sales in the
first quarter of 2000 over 1999. In addition, the Company has offered extended
payment terms, generally less than 150 days, on certain sales of its products,
thereby causing accounts receivable, along with working capital, to increase.
This working capital increase was offset in part by decreased inventory,
primarily raw materials, as the Company has reduced its investment in raw
materials. Working capital was also impacted by reduced borrowings on its line
of credit, which decreased $1,100,000 during the first quarter of 2000, which
was a result of reduced inventory purchases and increased collection of its
accounts receivable.

     The Company has introduced a new smaller concept machine, intended for the
landscape and homeowner markets. Weighing approximately 2,600 pounds, this
machine is significantly smaller than any of the Company's previous models. The
Company intends to build its first production run of this machine in the second
quarter of 2000. The machine is expected to be sold through multiple
distribution channels and will have a retail price of approximately $20,000.

     The Company believes its existing cash and marketable securities, together
with cash expected to be provided by operations and available, unused credit
lines, will satisfy the Company's projected working capital needs and other cash
requirements for at least the next twelve months.

                                       7
<PAGE>

     The statements set forth above under "Liquidity and Capital Resources" and
elsewhere in this Form 10-Q which are not historical facts are forward-looking
statements including the statements regarding the Company's anticipated
production of its new model machine, anticipated reduced warranty costs,
expected revenue, profitability and other financial results in 2000 and beyond
and the Company's capital needs. These forward-looking statements involve risks
and uncertainties, many of which are outside the Company's control and,
accordingly, actual results may differ materially. Factors that might cause such
a difference include, but are not limited to, lack of market acceptance of new
or existing products, inability to attract new dealers for the Company's
products, unexpected delays in obtaining raw materials, unexpected delays in the
manufacturing process, unexpected additional expenses or operating losses or the
activities of competitors. Additional factors include the Company's ability to
realize the anticipated benefits from the relationship with Caterpillar and the
factors set forth in the Risk Factors filed as Exhibit 99 to the Company's
Report on Form 10-Q for the three months ended June 30, 1999. Any
forward-looking statements provided from time-to-time by the Company represent
only management's then-best current estimate of future results or trends.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company has no history of, and does not anticipate in the future,
investing in derivative financial instruments, derivative commodity instruments
or other such financial instruments. Transactions with international customers
are entered into in U.S. dollars, precluding the need for foreign currency
hedges. Additionally, the Company invests in money market funds and fixed rate
U.S. government and corporate obligations, which experience minimal volatility.
Thus, the exposure to market risk is not material.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None

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

        None

ITEM 5. OTHER INFORMATION

        None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a)  Exhibits

       Exhibit
       Number     Description
       -------    -----------
        3.1       Second Restated Articles of Incorporation of the Company (a)

        3.1a      Amendment to Second Restated Articles of Incorporation of the
                  Company filed January 6, 1997 (e)

        3.1b      Amendment to Second Restated Articles of Incorporation of the
                  Company filed May 4, 1998 (h)

        3.2       Bylaws of the Company (a)

        3.3       Amendment to Bylaws of the Company adopted April 13, 1999 (l)

                                       8
<PAGE>

        4.1       Specimen form of the Company's Common Stock Certificate (a)

        4.3 *     1994 Long-Term Incentive and Stock Option Plan (a)

        4.4       Warrant issued to Leo Partners, Inc. on December 1, 1996 (d)

        4.5 *     1996 Incentive and Stock Option Plan (e)

        4.6 *     1996 Incentive and Stock Option Plan, as amended (f)

        4.7 *     1998 Non-Employee Director Stock Option Plan (f)

        4.8       Securities Purchase Agreement dated October 14, 1998 between
                  Caterpillar Inc. and the Company (h)

        4.9       Warrant issued to Caterpillar Inc. on January 29, 1999 (i)

        4.10      Voting Agreement dated as of October 14, 1998 by certain
                  shareholders of the Company and Caterpillar Inc. (h)

       10.1       Development Agreement dated July 14, 1994 among the Iron
                  Range Resources and Rehabilitation Board, the Grand Rapids
                  Economic Development Authority ("EDA") and the Company (b)

       10.2       Lease and Option Agreement dated July 14, 1994 between the
                  EDA and the Company (b)

       10.3       Option Agreement dated July 14, 1994 between the EDA and the
                  Company (b)

       10.4       Supplemental Lease Agreement dated April 18, 1997 between the
                  EDA and the Company (e)

       10.5       Supplemental Development Agreement dated April 18, 1997
                  between the EDA and the Company (e)

       10.6       Line of Credit dated May 22, 1997 between Norwest Bank
                  Minnesota North, N.A. and the Company (e)

       10.7 *     Employment Agreement dated October 17, 1994 between the
                  Company and Thomas R. Karges (c)

       10.8       Consulting Agreement between the Company and Leo Partners,
                  Inc. dated December 1, 1996 (d)

       10.9       Extension of Lease Agreement dated May 13, 1998 between the
                  EDA and the Company (g)

       10.10      First Amendment to Credit Agreement dated September 30, 1998
                  between Norwest Bank Minnesota North, N.A. and the Company (g)

       10.11      Commercial Alliance Agreement dated October 14, 1998 between
                  Caterpillar Inc. and the Company (h)

       10.13      Management Services Agreement dated January 29, 1999 between
                  Caterpillar Inc. and the Company (j)

       10.14      Marketing Agreement dated January 29, 1999 between Caterpillar
                  Inc. and the Company (j)

       10.15      Third Amendment to Credit Agreement dated June 9, 1999
                  between Norwest Bank Minnesota North, N.A. and the Company (k)

       11         Statement re: Computation of Per Share Earnings

       22         List of Subsidiaries (a)

       27         Financial Data Schedule for the three months ended March 31,
                  2000

       99         Risk Factors (k)

                                       9
<PAGE>

               (a)  Incorporated by reference to the Company's Registration
                    Statement on Form SB-2 (File No. 33"61284C) filed July 7,
                    1994.

               (b)  Incorporated by reference to the Company's Post-Effective
                    Amendment No. 1 to Registration Statement on Form SB-2 (File
                    No. 33"61284C) filed August 3, 1994.

               (c)  Incorporated by reference to the Company's Quarterly Report
                    on Form 10-QSB for the quarter ended September 30, 1994
                    (File No. 33-61284C) filed November 11, 1994.

               (d)  Incorporated by reference to the Company's Annual Report on
                    Form 10-KSB for the year ended December 31, 1996 (File No.
                    0-25620) filed electronically March 28, 1997.

               (e)  Incorporated by reference to the Company's Quarterly Report
                    on Form 10-QSB for the quarter ended June 30, 1997 (File No.
                    0-25620) filed electronically August 13, 1997.

               (f)  Incorporated by reference to the Company's Definitive Proxy
                    Statement for the year ended December 31, 1997 (File No.
                    0-25620) filed electronically April 28, 1998.

               (g)  Incorporated by reference to the Company's Quarterly Report
                    on Form 10-Q for the quarter ended June 30, 1998 (File No.
                    0-25620) filed electronically August 12, 1998.

               (h)  Incorporated by reference to the Company's Current Report on
                    Form 8-K (File No. 0-25620) filed electronically October 27,
                    1998.

               (i)  Incorporated by reference to the Company's Current Report on
                    Form 8-K (File No. 0-25620) filed electronically February
                    11, 1999.

               (j)  Incorporated by reference to the Company's Annual Report on
                    Form 10-K for the year ended December 31, 1998 (File No.
                    0-25620) filed electronically March 26, 1999.

               (k)  Incorporated by reference to the Company's Quarterly Report
                    on Form 10-Q for the quarter ended June 30, 1999 (File No.
                    0-25620) filed electronically August 9, 1999.

               (l)  Incorporated by reference to the Company's Quarterly Report
                    on Form 10-Q for the quarter ended September 30, 1999 (File
                    No. 0-25620) filed electronically November 12, 1999.

               *    Indicates management contract or compensation plan or
                    arrangement.

     (b)  Reports on Form 8-K

          No reports on Form 8-K were filed during the quarter ended March 31,
          2000.

                                       10
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        A.S.V., Inc.


Dated: May 12, 2000                     By /s/ Gary Lemke
                                           ---------------------------------
                                           Gary Lemke
                                           President


Dated: May 12, 2000                     By /s/ Thomas R. Karges
                                           ---------------------------------
                                           Thomas R. Karges
                                           Chief Financial Officer
                                           (principal financial and
                                           accounting officer)

                                       11
<PAGE>

                                  EXHIBIT INDEX

Exhibit                                                       Method of Filing
-------                                                       ----------------
 11      Statement re: Computation of Per Share Earnings      Filed herewith
                                                              electronically

 27      Financial Data Schedule                              Filed herewith
                                                              electronically

                                       12