<PAGE>   1


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

                                   FORM 10-KSB

(Mark One)

[x]  Annual report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 For the fiscal year ended December 31, 2000
                                       -----------------

[ ]  Transition report under Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the transition period from               to
                                                --------------  --------------

Commission file number     333-06581
                       ---------------------

                         St. Joseph Capital Corporation
                         ------------------------------
                 (Name of Small Business Issuer in Its Charter)

           Delaware                                    35-1977746
--------------------------------          ------------------------------------
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization)

3820 Edison Lakes Parkway, Mishawaka, Indiana             46545
---------------------------------------------   ------------------------------
(Address of Principal Executive Offices)                (Zip Code)

                                 (219) 273-9700
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

      Securities registered under Section 12(b) of the Exchange Act: None.
      Securities registered under Section 12(g) of the Exchange Act: None.

     Check whether the Issuer (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 Issuer was required to file such
reports), and (2) has been subject to such filing requirements for past 90 days.
                                Yes [x]  No [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of regulation S-B contained in this form, and no disclosure will be
contained, to the best of Issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [x]

     The Issuer's revenues for its most recent fiscal year were $11,276,711.

     The aggregate market value of the voting stock held by non-affiliates of
the Issuer as of March 9, 2001 was approximately $19,933,926. As of said date,
the Issuer had 1,398,872 shares of Common Stock issued and outstanding.

                      Documents incorporated by reference:
     Part II and III of Form 10-KSB - Portions of the 2000 Annual Report to
                  Stockholders filed herewith as Exhibit 99.2.

    Part III of Form 10-KSB - Portions of the Proxy Statement for the annual
                 meeting of stockholders to be held May 9, 2001.

Transitional Small Business Disclosure Format (check one):  Yes [  ]  No [x]



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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

     We are a bank holding company that owns the St. Joseph Capital Bank, a
full-service commercial banking institution located in Mishawaka, Indiana. The
bank provides a broad range of banking products and services, including credit,
cash management, deposit and asset management to its targeted client base of
executive and professionals and small to medium-sized businesses. Our market
area encompasses a substantial portion of the Indiana communities of Mishawaka,
South Bend, Notre Dame, Granger, Osceola and Elkhart, as well as certain
Michigan communities, including Niles, Edwardsburg and Cassopolis. Due to the
overlap of this metropolitan area over state lines, this region is often
referred to as "Michiana." At December 31, 2000, we had total assets of $177.1
million, loans of $131.7 million and deposits of $122.4 million.

     The individuals who organized the company continue to represent a strategic
advantage for us. Our directors are experienced business people who have had
significant experience as directors or executive officers of other financial
institutions prior to becoming involved with us. Specifically, six of our
directors have been or currently serve as executive officers of other financial
institutions.

     Our company started its banking operations on February 13, 1997 with the
goal of building a locally owned and managed financial institution to meet the
banking needs of our targeted clients. As part of our operating strategy, we
strive to offer clients a high level of service on a consistent basis. Total
assets have increased from $21.2 million at March 31, 1997 to $177.1 at December
31, 2000. Our rapid growth since 1997 has largely been a product of our success
in attracting targeted individuals and businesses to become clients coupled with
our ability to recruit and retain a community-oriented management team with
significant commercial banking experience in the Michiana area. We have also
taken advantage of the client disruption caused by the acquisition of a number
of the area's other locally owned financial institutions by large and
super-regional bank holding companies.

     Our rapid growth to date, coupled with our desire to take advantage of
additional opportunities to increase our market share, lead us to increase the
capital in our banking subsidiary during 1999 to support additional growth. That
additional growth will eventually allow us to take advantage of the operating
leverage available to a larger financial institution. Many of our expenses are
fixed costs. Increasing our client base allows us to spread those costs over a
larger universe of clients thereby improving our operating efficiency. However,
our overall asset growth rate continues to exceed the growth rate of our
retained earnings. An increase in the bank's capital also allowed us to increase
our lending limit, which will enable us to compete more effectively in our
marketplace.

     A hallmark of our operations has been our commitment to operate out of a
single location as a way of keeping tight control on overhead expenses. The
delivery of our banking services is accomplished through our headquarters
facility, a courier service program, our ATM/debit card product, our postage
paid bank-by-mail program, telephone banking and computer banking. The diversity
of our delivery systems enables our clients to choose the method of banking
which is most convenient for them. While no plans currently exist, we may also
expand our product offerings, move into new markets or make strategic
acquisitions of other financial institutions in the future. We intend to
continue to pursue an aggressive growth strategy focused on the addition of
experienced banking personnel in the Michiana area, while also maintaining
strong asset quality and enhancing our profitability.

     We have and will continue to price our loan products and deposit products
competitively. The net interest income generated by the lending and deposit
gathering activities of the bank should continue to increase as the overall size
of the bank increases.


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     We currently maintain our office at 3820 Edison Lakes Parkway, Mishawaka,
Indiana, 46545. Our telephone number is (219) 273-9700.

BUSINESS STRATEGY

     We expect to establish a high standard of quality in each service we
provide, and our employees are expected to emphasize service in their dealings
with clients. We believe that the use of state-of-the-art technology will permit
each employee to devote more time and attention to personal service, respond
more quickly to a client's requests and deliver services in the most timely
manner possible.

     Our goal is to create a "client-driven" organization focused on providing
high value to clients by promptly delivering products and services matched
directly to their needs. Furthermore, we expect to gain market share by
developing strong ties to our community. In this regard, most of our directors
currently hold, and have held in the past, leadership positions in a number of
community organizations, and intend to continue this active involvement in
future years. Members of the senior management team are also in leadership
positions in a variety of community organizations and intend to continue this
active involvement in future years. Additionally, all employees are encouraged
to be active in the civic, charitable and social organizations located in the
Michiana area.

     The bank offers a broad range of deposit services, including checking
accounts, money market accounts, savings accounts and time deposits of various
types, as well as a full range of short to intermediate term personal and
commercial loans. Commercial loans include lines of credit to finance accounts
receivable and inventory, term loans to finance machinery and equipment, as well
as commercial mortgages to finance land and buildings. The bank makes personal
loans directly to its clients for various purposes, including purchases of
automobiles, boats and other recreational vehicles, home improvements, education
and personal investments. The bank also makes residential mortgage loans and
substantially all of them are retained by the bank and consist of balloon
payment, adjustable and fixed rate mortgages. The bank also offers other
services, including credit cards, cashiers checks, traveler's checks and
automated teller access.

LENDING ACTIVITIES

     We provide a broad range of commercial and retail lending services to
corporations, partnerships and individuals. The bank actively markets its
services to qualified borrowers. Lending officers actively solicit the business
of new borrowers entering their market areas as well as long-standing members of
the local business community. The bank has established lending policies, which
include a number of underwriting factors to be considered in making a loan,
including location, loan to value ratio, cash flow, interest rate and the credit
history of the borrower.

     Our legal lending limit is approximately $2,800,000. The board of directors
has established an "in-house" limit of $ 2,200,000. The board may from time to
time raise or lower the "in-house" limit, as it deems appropriate to comply with
safe and sound banking practices and respond to overall economic conditions.

     As part of the loan monitoring activity at the bank, the officers' loan
committee meets weekly to review loan portfolio dynamics. Loan review officers
present detailed reports on the loan portfolio to the board during monthly board
meetings. Management has attempted to identify problem loans at an early stage
and to aggressively seek a resolution of these situations.



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     COMMERCIAL LOANS. We are an active commercial lender in the Michiana area.
Our areas of emphasis include, but are not limited to, loans to manufacturers,
building contractors, developers and business services companies. We also
provide a wide range of business loans, including lines of credit for working
capital and operational purposes, as well as term loans for the acquisition of
equipment and other purposes. Collateral for these loans generally includes
accounts receivables, inventory, equipment and real estate. In addition, the
bank has taken personal guarantees to help assure payment when appropriate.
Terms of commercial business loans generally range from one to five years. A
significant portion of our commercial business loans have floating interest
rates or re-price within one year. We also make commercial real estate loans,
which are generally secured by the underlying real estate and improvements.
However, we may also require additional assets of the borrower as collateral.

     RESIDENTIAL REAL ESTATE MORTGAGE LOANS. The main focus of our lending
activity continues to be on the commercial side and residential mortgages have
been viewed by us primarily as a way to attract and service targeted clients. We
offer a variety of adjustable rate products as well as traditional 15-year fixed
rate loans. The growth in the residential loan portfolio has in part been due to
the fact that historically low interest rates over the last few years have
induced a large number of home owners to refinance existing home mortgages and
an equally large number to acquire or construct homes. The bank has retained
substantially all real estate loans in its portfolio.

     CONSUMER LENDING. We provide all types of consumer loans including motor
vehicles, home improvement, home equity, signature loans and small personal
credit lines. The bank has no indirect lending, and intends to actively seek to
increase its personal lines of credit and home equity loans.

COMPETITION

     Our market area is competitive. We compete for loans principally through
the range and quality of service we provide and interest rates. We believe that
our reputation in the community we serve and personal service philosophy
enhances our ability to compete favorably in attracting and retaining individual
and business clients. We actively solicit deposits by offering clients personal
attention, professional service and competitive rates.

     There are other commercial banks, savings and loans and credit unions,
along with other financial institutions that operate in our primary market area.
In addition, many other financial institutions based in the communities
surrounding these areas also actively compete for clients within these market
areas. We also face competition from finance companies, insurance companies,
mortgage companies, securities brokerage firms, money market mutual funds, loan
production offices and other providers of financial services.

     Under the Gramm-Leach-Bliley Act of 1999, effective March 11, 2000,
securities firms and insurance companies that elect to become financial holding
companies may acquire banks and other financial institutions. The
Gramm-Leach-Bliley Act may significantly change the competitive environment in
which we conduct business. The financial services industry is also likely to
become more competitive as further technological advances enable more companies
to provide financial services. These technological advances may diminish the
importance of depository institutions and other financial intermediaries in the
transfer of funds between parties.

MARKET AREA

     We offer a full range of commercial and consumer banking services primarily
within a fifteen mile radius of our main office located in Mishawaka, Indiana.
This area encompasses a substantial portion of the Indiana communities of
Mishawaka, South Bend, Notre Dame, Granger, Osceola and Elkhart, and certain
Michigan communities, including Niles, Edwardsburg and Cassopolis. Due to the
overlap of this metropolitan area over state lines, this region is often
referred to as "Michiana."


<PAGE>   5




     The local economy is diversified among manufacturing, retail and wholesale
trades and service industries. The area's retail, distribution, convention and
tourism, health care and services sectors have expanded to offset the decrease
in manufacturing jobs, which has occurred in recent years. The University of
Notre Dame is the area's largest employer and contributes to the stability of
the local economy. South Bend is also home to other colleges and technical
schools providing additional stability and access to a skilled work force.

     Memorial Hospital and St. Joseph's Medical Center are the two largest
health care providers in the Michiana area. Bosch Corp., Honeywell and A. M.
General Corp. are three of the region's largest manufacturers, and the area is
also home to a number of smaller manufacturing, retail and service businesses.
Many major manufacturing companies are also located in adjacent Elkhart County,
including Coachmen Industries, CTS Corporation and Skyline Corporation. We
believe this diverse commercial base provides significant potential for business
banking services, together with personal banking services for owners and
employees of these entities.

EMPLOYEES

     We have 38 full-time equivalent employees. None of our employees are
covered by a collective bargaining agreement with St. Joseph or the bank. We
consider our employee relations to be excellent.

SUPERVISION AND REGULATION

GENERAL

     Financial institutions and their holding companies are extensively
regulated under federal and state law. As a result, the growth and earnings
performance of the Company can be affected not only by management decisions and
general economic conditions, but also by the requirements of applicable state
and federal statutes and regulations and the policies of various governmental
regulatory authorities, including the Indiana Department of Financial
Institutions (the "DFI"), the Board of Governors of the Federal Reserve System
(the "Federal Reserve"), the Federal Deposit Insurance Corporation (the "FDIC"),
the Internal Revenue Service and state taxing authorities and the Securities and
Exchange Commission (the "SEC"). The effect of applicable statutes, regulations
and regulatory policies can be significant, and cannot be predicted with a high
degree of certainty.

     Federal and state laws and regulations generally applicable to financial
institutions, such as the Company and the Bank, regulate, among other things,
the scope of business, investments, reserves against deposits, capital levels
relative to operations, the nature and amount of collateral for loans, the
establishment of branches, mergers, consolidations and dividends. The system of
supervision and regulation applicable to the Company and the Bank establishes a
comprehensive framework for their respective operations and is intended
primarily for the protection of the FDIC's deposit insurance funds and the
depositors, rather than the shareholders, of financial institutions.

     The following is a summary of the material elements of the regulatory
framework that applies to the Company and the Bank. It does not describe all of
the statutes, regulations and regulatory policies that apply to the Company and
the Bank, nor does it restate all of the requirements of the statutes,
regulations and regulatory policies that are described. As such, the following
is qualified in its entirety by reference to the applicable statutes,
regulations and regulatory policies. Any change in applicable law, regulations
or regulatory policies may have a material effect on the business of the Company
and the Bank.



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THE COMPANY

     GENERAL. The Company, as the sole shareholder of the Bank, is a bank
holding company. As a bank holding company, the Company is registered with, and
is subject to regulation by, the Federal Reserve under the Bank Holding Company
Act, as amended (the "BHCA"). In accordance with Federal Reserve policy, the
Company is expected to act as a source of financial strength to the Bank and to
commit resources to support the Bank in circumstances where the Company might
not otherwise do so. Under the BHCA, the Company is subject to periodic
examination by the Federal Reserve. The Company is also required to file with
the Federal Reserve periodic reports of the Company's operations and such
additional information regarding the Company and the Bank as the Federal Reserve
may require. The Company is also subject to regulation by the DFI under Indiana
law.

     INVESTMENTS AND ACTIVITIES. Under the BHCA, a bank holding company must
obtain Federal Reserve approval before: (i) acquiring, directly or indirectly,
ownership or control of any voting shares of another bank or bank holding
company if, after the acquisition, it would own or control more than 5% of the
shares of the other bank or bank holding company (unless it already owns or
controls the majority of such shares); (ii) acquiring all or substantially all
of the assets of another bank; or (iii) merging or consolidating with another
bank holding company. Subject to certain conditions (including certain deposit
concentration limits established by the BHCA), the Federal Reserve may allow a
bank holding company to acquire banks located in any state of the United States
without regard to whether the acquisition is prohibited by the law of the state
in which the target bank is located. In approving interstate acquisitions,
however, the Federal Reserve is required to give effect to applicable state law
limitations on the aggregate amount of deposits that may be held by the
acquiring bank holding company and its insured depository institution affiliates
in the state in which the target bank is located (provided that those limits do
not discriminate against out-of-state depository institutions or their holding
companies) and state laws which require that the target bank have been in
existence for a minimum period of time (not to exceed five years) before being
acquired by an out-of-state bank holding company.

     The BHCA also generally prohibits the Company from acquiring direct or
indirect ownership or control of more than 5% of the voting shares of any
company which is not a bank and from engaging in any business other than that of
banking, managing and controlling banks or furnishing services to banks and
their subsidiaries. This general prohibition is subject to a number of
exceptions. The principal exception allows bank holding companies that have not
received approval to operate as financial holding companies to engage in, and to
own shares of companies engaged in, certain businesses found by the Federal
Reserve to be "so closely related to banking ... as to be a proper incident
thereto." Under current regulations of the Federal Reserve, this authority would
permit the Company to engage in a variety of banking-related businesses,
including the operation of a thrift, sales and consumer finance, equipment
leasing, the operation of a computer service bureau (including software
development), and mortgage banking and brokerage. Eligible bank holding
companies that elect to operate as financial holding companies may engage in, or
own shares in companies engaged in, a wider range of nonbanking activities,
including securities and insurance activities and any other activity that the
Federal Reserve, in consultation with the Secretary of the Treasury, determines
by regulation or order is financial in nature, incidental to any such financial
activity or complementary to any such financial activity and does not pose a
substantial risk to the safety or soundness of depository institutions or the
financial system generally. The BHCA generally does not place territorial
restrictions on the domestic activities of non-bank subsidiaries of bank or
financial holding companies. As of the date of this filing, the Company has not
applied for nor received approval to operate as a financial holding company.

     Federal law also prohibits any person or company from acquiring "control"
of a bank or bank holding company without prior notice to the appropriate
federal bank regulator. "Control" is defined in certain cases as the acquisition
of 10% or more of the outstanding shares of a bank or bank holding company.

     CAPITAL REQUIREMENTS. Bank holding companies are required to maintain
minimum levels of capital in accordance with Federal Reserve capital adequacy
guidelines. If capital falls below minimum guideline levels, a bank holding
company, among other things, may be denied approval to acquire or establish
additional banks or non-bank businesses.


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     The Federal Reserve's capital guidelines establish the following minimum
regulatory capital requirements for bank holding companies: (i) a risk-based
requirement expressed as a percentage of total risk-weighted assets; and (ii) a
leverage requirement expressed as a percentage of total assets. The risk-based
requirement consists of a minimum ratio of total capital to total risk-weighted
assets of 8%, at least one-half of which must be Tier 1 capital. The leverage
requirement consists of a minimum ratio of Tier 1 capital to total assets of 3%
for the most highly rated companies, with a minimum requirement of 4% for all
others. For purposes of these capital standards, Tier 1 capital consists
primarily of permanent stockholders' equity less intangible assets (other than
certain mortgage servicing rights and purchased credit card relationships).
Total capital consists primarily of Tier 1 capital plus certain other debt and
equity instruments which do not qualify as Tier 1 capital and a portion of the
company's allowance for loan and lease losses.

     The risk-based and leverage standards described above are minimum
requirements. Higher capital levels will be required if warranted by the
particular circumstances or risk profiles of individual banking organizations.
For example, the Federal Reserve's capital guidelines contemplate that
additional capital may be required to take adequate account of, among other
things, interest rate risk, or the risks posed by concentrations of credit,
nontraditional activities or securities trading activities. Further, any banking
organization experiencing or anticipating significant growth would be expected
to maintain capital ratios, including tangible capital positions (i.e., Tier 1
capital less all intangible assets), well above the minimum levels.

     As of December 31, 2000, the Company had regulatory capital in excess of
the Federal Reserve's minimum requirements, with a total risk-based capital
ratio of 15.0%, a tier 1 risk-based capital ratio of 13.7% and a tier 1 leverage
capital ratio of 11.4%.

     DIVIDENDS. The Delaware General Corporation Law (the "DGCL") allows the
Company to pay dividends only out of its surplus (as defined and computed in
accordance with the provisions of the DGCL) or if the Company has no such
surplus, out of its net profits for the fiscal year in which the dividend is
declared and/or the preceding fiscal year. Additionally, the Federal Reserve has
issued a policy statement with regard to the payment of cash dividends by bank
holding companies. The policy statement provides that a bank holding company
should not pay cash dividends which exceed its net income or which can only be
funded in ways that weaken the bank holding company's financial health, such as
by borrowing. The Federal Reserve also possesses enforcement powers over bank
holding companies and their non-bank subsidiaries to prevent or remedy actions
that represent unsafe or unsound practices or violations of applicable statutes
and regulations. Among these powers is the ability to proscribe the payment of
dividends by banks and bank holding companies.

     FEDERAL SECURITIES REGULATION. The Company's common stock is not registered
with the SEC under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Consequently, the Company is not subject to the information,
proxy solicitation, insider trading and other restrictions and requirements of
the SEC under the Exchange Act. As a result of the filing by the Company of a
registration statement with the SEC in 1996, the Company was subject to the
periodic reporting requirements of the Securities Act of 1933. Although these
reporting obligations were suspended at the end of 1996, the Company has
voluntarily continued filing periodic reports with the SEC.

THE BANK

     GENERAL. The Bank is an Indiana-chartered bank, the deposit accounts of
which are insured by the FDIC's Bank Insurance Fund ("BIF"). As a BIF-insured,
Indiana-chartered bank, the Bank is subject to the examination, supervision,
reporting and enforcement requirements of the DFI, as the chartering authority
for Indiana banks, and the FDIC, as administrator of the BIF.


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     DEPOSIT INSURANCE. As an FDIC-insured institution, the Bank is required to
pay deposit insurance premium assessments to the FDIC. The FDIC has adopted a
risk-based assessment system under which all insured depository institutions are
placed into one of nine categories and assessed insurance premiums based upon
their respective levels of capital and results of supervisory evaluations.
Institutions classified as well-capitalized (as defined by the FDIC) and
considered healthy pay the lowest premium while institutions that are less than
adequately capitalized (as defined by the FDIC) and considered of substantial
supervisory concern pay the highest premium. Risk classification of all insured
institutions is made by the FDIC for each semi-annual assessment period.

     During the year ended December 31, 2000, BIF assessments ranged from 0% of
deposits to 0.27% of deposits. For the semi-annual assessment period beginning
January 1, 2001, BIF assessment rates will continue to range from 0% of deposits
to 0.27% of deposits.

     The FDIC may terminate the deposit insurance of any insured depository
institution if the FDIC determines, after a hearing, that the institution: (i)
has engaged or is engaging in unsafe or unsound practices; (ii) is in an unsafe
or unsound condition to continue operations; or (iii) has violated any
applicable law, regulation, order or any condition imposed in writing by, or
written agreement with, the FDIC. The FDIC may also suspend deposit insurance
temporarily during the hearing process for a permanent termination of insurance
if the institution has no tangible capital. Management of the Bank is not aware
of any activity or condition that could result in termination of the deposit
insurance of the Bank.

     FICO ASSESSMENTS. Since 1987, a portion of the deposit insurance
assessments paid by members of the FDIC's Savings Association Insurance Fund
("SAIF") has been used to cover interest payments due on the outstanding
obligations of the Financing Corporation ("FICO"). FICO was created in 1987 to
finance the recapitalization of the Federal Savings and Loan Insurance
Corporation, the SAIF's predecessor insurance fund. As a result of federal
legislation enacted in 1996, beginning as of January 1, 1997, both SAIF members
and BIF members became subject to assessments to cover the interest payments on
outstanding FICO obligations. These FICO assessments are in addition to amounts
assessed by the FDIC for deposit insurance. Between January 1, 2000, and the
final maturity of the outstanding FICO obligations in 2019, BIF members and SAIF
members will share the cost of the interest on the FICO bonds on a pro rata
basis. During the year ended December 31, 2000, the FICO assessment rate for BIF
and SAIF members was approximately 0.02% of deposits.

     SUPERVISORY ASSESSMENTS. All Indiana banks are required to pay supervisory
assessments to the DFI to fund the operations of the DFI. During the year ended
December 31, 2000, the Bank paid supervisory assessments to the DFI totaling
$11,870.

     CAPITAL REQUIREMENTS. The FDIC has established the following minimum
capital standards for state-chartered insured nonmember banks, such as the Bank:
(i) a leverage requirement consisting of a minimum ratio of Tier 1 capital to
total assets of 3% for the most highly-rated banks with a minimum requirement of
at least 4% for all others; and (ii) a risk-based capital requirement consisting
of a minimum ratio of total capital to total risk-weighted assets of 8%, at
least one-half of which must be Tier 1 capital. For purposes of these capital
standards, Tier 1 capital and total capital consist of substantially the same
components as Tier 1 capital and total capital under the Federal Reserve's
capital guidelines for bank holding companies (see "--The Company--Capital
Requirements").

     The capital requirements described above are minimum requirements. Higher
capital levels will be required if warranted by the particular circumstances or
risk profiles of individual institutions. For example, the regulations of the
FDIC provide that additional capital may be required to take adequate account
of, among other things, interest rate risk or the risks posed by concentrations
of credit, nontraditional activities or securities trading activities.

     As a condition to being granted federal deposit insurance, the FDIC
required the Bank to maintain a minimum leverage ratio of 8% during the first
three years of the Bank's operations. As of December 31, 2000, the Bank exceeded
applicable regulatory capital requirements with a total risk-based capital ratio
of 13.7%, a tier 1 risk-based capital ratio of 12.5% and a tier 1 leverage
capital ratio of 10.4%.


<PAGE>   9


     Federal law provides the federal banking regulators with broad power to
take prompt corrective action to resolve the problems of undercapitalized
institutions. The extent of the regulators' powers depends on whether the
institution in question is "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized," in each case as defined by regulation. Depending upon the
capital category to which an institution is assigned, the regulators' corrective
powers include: (i) requiring the institution to submit a capital restoration
plan; (ii) limiting the institution's asset growth and restricting its
activities; (iii) requiring the institution to issue additional capital stock
(including additional voting stock) or to be acquired; (iv) restricting
transactions between the institution and its affiliates; (v) restricting the
interest rate the institution may pay on deposits; (vi) ordering a new election
of directors of the institution; (vii) requiring that senior executive officers
or directors be dismissed; (viii) prohibiting the institution from accepting
deposits from correspondent banks; (ix) requiring the institution to divest
certain subsidiaries; (x) prohibiting the payment of principal or interest on
subordinated debt; and (xi) ultimately, appointing a receiver for the
institution. As of December 31, 2000, the Bank was well capitalized, as defined
by FDIC regulations.

     DIVIDENDS. Indiana law prohibits the Bank from paying dividends in an
amount greater than its undivided profits. The Bank is required to obtain the
approval of the DFI for the payment of any dividend if the total of all
dividends declared by the Bank during the calendar year, including the proposed
dividend, would exceed the sum of the retained net income for the year to date
combined with its retained net income for the previous two years. Indiana law
defines "retained net income" to mean the net income of a specified period,
calculated under the consolidated report of income instructions, less the total
amount of all dividends declared for the specified period.

     The payment of dividends by any financial institution or its holding
company is affected by the requirement to maintain adequate capital pursuant to
applicable capital adequacy guidelines and regulations, and a financial
institution generally is prohibited from paying any dividends if, following
payment thereof, the institution would be undercapitalized. As described above,
we exceeded our minimum capital requirements under applicable guidelines as of
December 31, 2000. As of December 31, 2000, $546,000 was available to be paid as
dividends to the Company by the Bank. Notwithstanding the availability of funds
for dividends, however, the FDIC may prohibit the payment of any dividends by us
if the FDIC determines such payment would constitute an unsafe or unsound
practice.

     INSIDER TRANSACTIONS. We are subject to certain restrictions imposed by the
Federal Reserve Act on extensions of credit by the Company, on investments in
the stock or other securities of the Company and the acceptance of the stock or
other securities of the Company as collateral for loans. Certain limitations and
reporting requirements are also placed on extensions of credit by us to its
directors and officers, to directors and officers of the Company, to principal
stockholders of the Company, and to "related interests" of such directors,
officers and principal stockholders. In addition, federal law and regulations
may affect the terms upon which any person becoming a director or officer of the
Company or a principal stockholder of the Company may obtain credit from banks
with which we maintain a correspondent relationship.

     SAFETY AND SOUNDNESS STANDARDS. The federal banking agencies have adopted
guidelines, which establish operational and managerial standards to promote the
safety and soundness of federally insured depository institutions. The
guidelines set forth standards for internal controls, information systems,
internal audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation, fees and benefits, asset quality and
earnings.



<PAGE>   10





     In general, the safety and soundness guidelines prescribe the goals to be
achieved in each area, and each institution is responsible for establishing its
own procedures to achieve those goals. If an institution fails to comply with
any of the standards set forth in the guidelines, the institution's primary
federal regulator may require the institution to submit a plan for achieving and
maintaining compliance. If an institution fails to submit an acceptable
compliance plan, or fails in any material respect to implement a compliance plan
that has been accepted by its primary federal regulator, the regulator is
required to issue an order directing the institution to cure the deficiency.
Until the deficiency cited in the regulator's order is cured, the regulator may
restrict the institution's rate of growth, require the institution to increase
its capital, restrict the rates the institution pays on deposits or require the
institution to take any action the regulator deems appropriate under the
circumstances. Noncompliance with the standards established by the safety and
soundness guidelines may also constitute grounds for other enforcement action by
the federal banking regulators, including cease and desist orders and civil
money penalty assessments.

     BRANCHING AUTHORITY. Indiana banks, such as ours, have the authority under
Indiana law to establish branches anywhere in the State of Indiana, subject to
receipt of all required regulatory approvals.

     Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (the "Riegle-Neal Act"), both state and national banks are allowed to
establish interstate branch networks through acquisitions of other banks,
subject to certain conditions, including certain limitations on the aggregate
amount of deposits that may be held by the surviving bank and all of its insured
depository institution affiliates. The establishment of new interstate branches
or the acquisition of individual branches of a bank in another state (rather
than the acquisition of an out-of-state bank in its entirety) is allowed by the
Riegle-Neal Act only if specifically authorized by state law. The legislation
allowed individual states to "opt-out" of certain provisions of the Riegle-Neal
Act by enacting appropriate legislation prior to June 1, 1997. Indiana permits
interstate mergers subject to certain conditions, including a prohibition
against interstate mergers involving Indiana banks that have been in existence
and continuous operation for fewer than five years. Additionally, Indiana law
allows out-of-state banks to acquire individual branch offices in Indiana and to
establish new branches in Indiana subject to certain conditions, including a
requirement that the laws of the state in which the out-of-state bank is
headquartered grant Indiana banks authority to acquire and establish branches in
such state.

     STATE BANK ACTIVITIES. Under federal law and FDIC regulations, FDIC insured
state banks are prohibited, subject to certain exceptions, from making or
retaining equity investments of a type, or in an amount, that are not
permissible for a national bank. Federal law and FDIC regulations also prohibit
FDIC insured state banks and their subsidiaries, subject to certain exceptions,
from engaging as principal in any activity that is not permitted for a national
bank or its subsidiary, respectively, unless we meet, and continue to meet, its
minimum regulatory capital requirements and the FDIC determines the activity
would not pose a significant risk to the deposit insurance fund of which we are
a member. These restrictions have not had, and are not currently expected to
have, a material impact on our operations.

     Eligible state banks are also authorized to engage, through "financial
subsidiaries," in certain activities that are permissible for financial holding
companies (as described above) and certain activities that the Secretary of the
Treasury, in consultation with the Federal Reserve, determines is financial in
nature or incidental to any such financial activity. As of the date of this
filing, we have not applied for nor received approval to establish any financial
subsidiaries.

     FEDERAL RESERVE SYSTEM. Federal Reserve regulations, as presently in
effect, require depository institutions to maintain non-interest earning
reserves against their transaction accounts (primarily NOW and regular checking
accounts), as follows: for transaction accounts aggregating $42.8 million or
less, the reserve requirement is 3% of total transaction accounts; and for
transaction accounts aggregating in excess of $42.8 million, the reserve
requirement is $1.284 million plus 10% of the aggregate amount of total
transaction accounts in excess of $42.8 million. The first $5.5 million of
otherwise reservable balances are exempted from the reserve requirements. These
reserve requirements are subject to annual adjustment by the Federal Reserve. We
are in compliance with the foregoing requirements.




<PAGE>   11


SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data of St. Joseph Capital
Corporation and its subsidiary is qualified in its entirety by, and should be
read in conjunction with, the consolidated financial statements, including notes
thereto, included elsewhere in this report.

<TABLE>
<CAPTION>
                                                            At December 31
                                                            (In thousands)
SUMMARY OF FINANCIAL CONDITION:              2000      1999      1998      1997        1996
                                             ----      ----      ----      ----        ----
<S>                                        <C>       <C>       <C>       <C>        <C>
Total assets                               $177,071  $130,932  $ 96,604  $ 50,839   $  11,841
Total cash and cash equivalents              19,543    13,266    15,719     4,535       1,410
Interest-bearing time deposits in
  other financial institutions                    -         -         -       500           -
Securities available for sale                23,172    29,676    31,066    22,351      10,128
Loans receivable, net of allowance for
  loan losses                               129,841    85,054    48,011    21,991           -
Total deposits                              122,432    98,241    76,390    34,916           -
FHLB advances                                27,570     7,500     2,000         -           -
Total shareholders' equity                   18,561    16,799    11,611    11,257      11,793
Average shareholders' equity                 17,480    13,345    11,296    11,628       4,754
Average total assets                        147,817   108,773    71,232    31,283       4,892

                                            Years Ended December 31, 2000, 1999, 1998, 1997
                                       and Period From February 29, 1996 to December 31, 1996
                                                          (In thousands)
SUMMARY OF OPERATING RESULTS:                2000      1999      1998      1997        1996
                                             ----      ----      ----      ----        ----
Total interest and dividend income         $ 11,072  $  7,370  $  4,790  $  2,022   $     197
Total interest expense                        6,290     3,847     2,699       942           8
                                           --------  --------  --------  --------   ---------
     Net interest income                      4,782     3,523     2,091     1,080         189
Provision for loan losses                       582       518       392       360           -
Total noninterest income                        205        98       158         4           -
Total noninterest expense                     3,170     2,592     2,086     1,486         479
                                           --------  --------  --------  --------   ---------
Income (loss) before income taxes             1,235       511      (229)     (762)       (290)
Income tax expense                              213         -         -         -           -
                                           --------  --------  --------  --------   ---------
     Net income (loss)                     $  1,022  $    511  $   (229) $   (762)  $    (290)
                                           ========  ========  ========  ========   =========

SUPPLEMENTAL DATA:
Return on average total assets                  .69%      .47%     (.32)%   (2.44)%     (5.93)%
Return on average shareholders' equity         5.85      3.83     (2.03)    (6.55)      (6.10)
Net interest rate spread (1)                   2.49      2.68      2.09      1.61       (1.25)
Net yield on average interest-earning
  assets (2)                                   3.43      3.46      3.15      3.72        4.58
Net interest income to operating
  expenses (3)                               150.87    135.92    100.21     72.65       39.49
Average shareholders' equity to average
  total assets                                11.83     12.27     15.86     37.17       97.18
Average interest-earning assets to average
  interest-bearing liabilities               120.11    120.30    126.52    165.02    3,103.01
Nonperforming assets to total assets              -         -         -         -           -
Nonperforming loans to total loans
  receivable                                      -         -         -         -           -
Allowance for loan losses to total loans
   receivable                                  1.41      1.47      1.54      1.61           -
Allowance for loan losses to non-performing
  loans receivable                                -         -         -         -           -
Basic income (loss) per common share       $    .61  $    .37  $   (.18) $   (.60)  $    (.23)
Diluted income (loss) per common share     $    .60  $    .36  $   (.18) $   (.60)  $    (.23)
Dividends declared per common share        $      -  $      -  $      -  $      -   $       -
Book value per common share                $  11.08  $  10.03  $   9.08  $   8.87   $    9.32
Number of offices                                 1         1         1         1           -
</TABLE>

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


(1)  Interest rate spread is calculated by subtracting average interest rate
     cost from average interest rate earned.
(2)  Net interest income divided by average interest-earning assets.
(3)  Operating expenses consist of other expenses less taxes.


<PAGE>   12


Item 1.  Business-Statistical Disclosure

I.   DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
     INTEREST RATES AND INTEREST DIFFERENTIAL

     A.  The following are the average balance sheets for the years ending
         December 31:

                                             --------------2000--------------
                                                          ----
                                             Average                 Average
                                             Balance     Interest      Rate
                                             --------    --------    --------
                                                  (Dollars in thousands)
  ASSETS
  Interest-earning assets
    Federal funds sold                       $  3,398    $    212        6.24%
    Interest-bearing deposits in other
      financial institutions                      126           5        3.97
    Securities available for sale (1)          25,287       1,544        5.95
    FHLB stock                                    684          57        8.33
    Loans receivable (2)                      109,457       9,254        8.45
                                             --------    --------
     Total interest-earning assets (1)        138,952      11,072        7.93%

  Noninterest-earning assets
    Cash and due from banks                     7,712
    Allowance for loan losses                  (1,598)
    Premises and equipment, net                 1,454
    Accrued interest receivable and
      other assets                              1,297
                                             --------

                                             $147,817
                                             ========

  LIABILITIES AND SHAREHOLDERS' EQUITY
  Interest-bearing liabilities
    Savings, NOW and money markets           $ 56,023    $  2,858        5.10%
    Certificates of deposit                    38,759       2,312        5.97
    Federal funds purchased                       626          42        6.71
    Securities sold under agreements
      to repurchase                             6,998         311        4.44
    FHLB advances                              13,278         767        5.78
                                             --------    --------
     Total interest-bearing liabilities       115,684       6,290        5.44%
                                                         --------

  Noninterest-bearing liabilities
    Demand deposits                            14,396
    Accrued interest payable and
      other liabilities                           257
                                             --------
                                              130,337

  Shareholders' equity                         17,480
                                             --------

                                             $147,817
                                             ========

  Net interest income/spread                             $  4,782        2.49%
                                                         ========

  Net interest income as a percent
    of average interest earning assets (1)                               3.43%
                                                                     ========


-----------------------------------------------------------------------------
(1)  Securities balances represent daily average balances for the fair value
     of securities. The average rate is calculated based on the daily average
     balance for the amortized cost of securities.
(2)  Includes fees on loans. The inclusion of loan fees does not have a
     material effect on the average interest rate.




<PAGE>   13


I.   DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
     INTEREST RATES AND INTEREST DIFFERENTIAL (Continued)


                                             --------------1999--------------
                                                           ----
                                             Average                  Average
                                             Balance     Interest      Rate
                                             --------    --------    --------
                                                  (Dollars in thousands)
  ASSETS
  Interest-earning assets
    Federal funds sold                       $  4,449    $    228        5.12%
    Interest-bearing deposits in other
      financial institutions                      109           8        7.34
    Securities available for sale (1)          28,959       1,726        5.94
    FHLB stock                                    375          24        6.40
    Loans receivable (2)                       67,884       5,384        7.93
                                             --------    --------
     Total interest-earning assets (1)        101,776       7,370        7.23%

  Noninterest-earning assets
    Cash and due from banks                     5,954
    Allowance for loan losses                    (970)
    Premises and equipment, net                 1,214
    Accrued interest receivable and
      other assets                                799
                                             --------
                                             $108,773
                                             ========

  LIABILITIES AND SHAREHOLDERS' EQUITY
  Interest-bearing liabilities
    Savings, NOW and money markets           $ 44,707    $  1,943        4.35%
    Certificates of deposit                    26,673       1,341        5.03
    Federal funds purchased                        74           4        5.41
    Securities sold under agreements
      to repurchase                             8,980         366        4.07
    FHLB advances                               4,167         193        4.63
                                             --------    --------
     Total interest-bearing liabilities        84,601       3,847        4.55%
                                                         --------

  Noninterest-bearing liabilities
    Demand deposits                            10,460
    Accrued interest payable and
      other liabilities                           367
                                             --------
                                               95,428

  Shareholders' equity                         13,345
                                             --------

                                             $108,773
                                             ========

  Net interest income/spread                             $  3,523        2.68%
                                                         ========    ========

  Net interest income as a percent
     of average interest earning assets (1)                              3.46%
                                                                     ========


-----------------------------------------------------------------------------
(1)  Securities balances represent daily average balances for the fair value
     of securities. The average rate is calculated based on the daily average
     balance for the amortized cost of securities.
(2)  Includes fees on loans. The inclusion of loan fees does not have a
     material effect on the average interest rate.



<PAGE>   14



I.   DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
     INTEREST RATES AND INTEREST DIFFERENTIAL (Continued)


                                             --------------1998--------------
                                                           ----
                                              Average                Average
                                              Balance    Interest      Rate
                                             --------    --------    --------
                                                  (Dollars in thousands)
  ASSETS
  Interest-earning assets
    Federal funds sold                       $  6,114    $    325        5.32%
    Interest-bearing deposits in other
      financial institutions                       88           7        7.95
    Securities available for sale (1)          27,459       1,652        6.08
    FHLB stock                                    115           9        7.83
    Loans receivable (2)                       32,955       2,797        8.49
                                             --------    --------
     Total interest-earning assets (1)         66,731       4,790        7.21%

  Noninterest-earning assets
    Cash and due from banks                     3,644
    Allowance for loan losses                    (536)
    Premises and equipment, net                   820
    Accrued interest receivable and
      other assets                                573
                                             --------

                                             $ 71,232
                                             ========

  LIABILITIES AND SHAREHOLDERS' EQUITY
  Interest-bearing liabilities
    Savings, NOW and money markets           $ 25,785    $  1,286        4.99%
    Certificates of deposit                    18,278       1,011        5.53
    Federal funds purchased                        56           3        5.36
    Securities sold under agreements
      to repurchase                             8,601         399        4.64
    FHLB advances                                  22           -           -
                                             --------    --------
     Total interest-bearing liabilities        52,742       2,699        5.12%
                                                         --------

  Noninterest-bearing liabilities
    Demand deposits                             6,955
    Accrued interest payable and
      other liabilities                           239
                                             --------
                                               59,936

  Shareholders' equity                         11,296
                                             --------

                                             $ 71,232
                                             ========

  Net interest income/spread                             $  2,091        2.09%
                                                         ========    ========

  Net interest income as a percent
     of average interest earning assets (1)                              3.15%
                                                                     ========

-----------------------------------------------------------------------------
(1)  Securities balances represent daily average balances for the fair value
     of securities. The average rate is calculated based on the daily average
     balance for the amortized cost of securities.
(2)  Includes fees on loans. The inclusion of loan fees does not have a
     material effect on the average interest rate.



<PAGE>   15



I.   DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
     INTEREST RATES AND INTEREST DIFFERENTIAL (Continued)

     B.  The following tables set forth the effect of volume and rate changes
         on interest income and expense for the periods indicated. For
         purposes of these tables, changes in interest due to volume and rate
         were determined as follows:

         Volume Variance          -  change in volume multiplied by the
                                     previous year's rate.
         Rate Variance            -  change in rate multiplied by the previous
                                     year's volume.
         Rate/Volume Variance     -  change in volume multiplied by the change
                                     in rate. This variance was allocated to
                                     volume variance and rate variance in
                                     proportion to the relationship of the
                                     absolute dollar amount of the change
                                     in each.

<TABLE>
<CAPTION>

                                         Total     Variance Attributable To     Total   Variance Attributable To
                                       Variance    ------------------------   Variance    ------------------------
                                       2000/1999     Volume        Rate       1999/1998     Volume        Rate
                                       ---------     ------        ----       ---------     ------        ----
                                                                   (In thousands)
<S>                                    <C>          <C>          <C>          <C>          <C>         <C>
INTEREST INCOME
   Federal funds sold                  $     (16)   $     (60)   $      44    $     (97)   $    (86)   $      (11)
   Interest-bearing deposits in other
     financial institutions                   (3)           1           (4)           1           2            (1)
   Securities available for sale            (182)        (180)          (2)          74         113           (39)
   FHLB stock                                 33           24            9           15          17            (2)
   Loans receivable                        3,870        3,494          376        2,587       2,782          (195)
                                       ---------    ---------    ---------    ---------    --------    ----------
                                           3,702        3,279          423        2,580       2,828          (248)

INTEREST EXPENSE
   Savings, NOW and money markets            915          542          373          657         840          (183)
   Certificates of deposit                   971          688          283          330         429           (99)
   Federal funds purchased                    38           37            1            1           1             -
   Securities sold under agreements
     to repurchase                           (55)         (86)          31          (33)         17           (50)
   FHLB advances                             574          516           58          193         193             -
                                       ---------    ---------    ---------    ---------    --------    ----------
                                           2,443        1,697          746        1,148       1,480          (332)
                                       ---------    ---------    ---------    ---------    --------    ----------

NET INTEREST INCOME                    $   1,259    $   1,582    $    (323)   $   1,432    $  1,348    $       84
                                       =========    =========    =========    =========    ========    ==========

</TABLE>




<PAGE>   16



II.  INVESTMENT PORTFOLIO

     A.  The carrying value of securities available for sale as of December 31
         are summarized as follows:
                                         2000          1999        1998
                                         ----          ----        ----
                                                 (In thousands)

         U.S. Government and
           federal agencies            $  20,280    $  26,255    $  27,276
         Obligations of states and
           political subdivisions          2,759        3,345        2,574
         Corporate bonds                       -            -        1,195
         Marketable equity securities        133           76           21
                                       ---------    ---------    ---------

                                       $  23,172    $  29,676    $  31,066
                                       =========    =========    =========


     B.  The maturity distribution and weighted average interest rates of debt
         securities available for sale at December 31, 2000 are as follows:
<TABLE>
<CAPTION>
                               -------------------------------------Maturing-----------------------------------
                                                                   --------
                                                            (Dollars in thousands)
                                                      After One Year      After Five Years
                                      Within             But Within           But Within         After
                                     One Year            Five Years            Ten Years       Ten Years
                                     --------            ----------            ---------       ---------
                                Amount     Rate      Amount     Rate     Amount     Rate     Amount    Rate
                               --------    -----   ---------    -----   --------    -----   --------   -----
<S>                            <C>         <C>     <C>          <C>     <C>         <C>     <C>         <C>

     U.S. Government and
       federal agencies        $  5,988     6.11%  $  14,292     6.01%  $       -       -%  $      -       -%
     Obligations of states
       and political
       subdivisions                   -       -        2,080     5.06         679    7.91          -       -
                               --------            ---------            ---------           --------

                               $  5,988     6.11%  $  16,372     5.89%  $     679    7.91%  $      -       -%
                               ========            =========            =========           ========

</TABLE>

         The weighted average interest rates are based on coupon rates for
         securities purchased at par value and on effective interest rates
         considering amortization or accretion if the securities were
         purchased at a premium or discount.

     C.  Excluding those holdings of the investment portfolio in U.S. Treasury
         securities and other agencies of the U.S. Government, there were no
         securities of any one issuer which exceeded 10% of the shareholders'
         equity of the Company at December 31, 2000.



<PAGE>   17



III.     LOAN PORTFOLIO

     A.  Types of Loans - Total loans on the balance sheet are comprised of
         the following classifications at December 31 for the years indicated:
<TABLE>
<CAPTION>

                                     2000       1999       1998        1997       1996
                                     ----       ----       ----        ----       ----
                                                     (In thousands)
<S>                                <C>        <C>        <C>         <C>        <C>
         Commercial                $ 89,721   $ 56,591   $ 33,202    $ 14,733   $       -
         Residential real estate
           mortgage                  34,223     26,571     13,925       6,376           -
         Installment loans to
           individuals                7,749      3,161      1,636       1,242           -
                                   --------   --------   --------    --------   ---------

                                   $131,693   $ 86,323   $ 48,763    $ 22,351   $       -
                                   ========   ========   ========    ========   =========
</TABLE>


         Concentrations of Credit Risk: The Company grants commercial,
         residential real estate mortgage and installment loans to individuals
         mainly in northern Indiana. Commercial loans include loans
         collateralized by business assets. Commercial loans make up
         approximately 68% of the loan portfolio and the loans are expected to
         be repaid from cash flow from operations of businesses. Residential
         real estate mortgage loans make up approximately 26% of the loan
         portfolio and are collateralized by residential real estate.
         Installment loans to individuals make up approximately 6% of the loan
         portfolio and are primarily collateralized by consumer assets.

     B.  Maturities and Sensitivities of Loans to Changes in Interest Rates -
         The following table shows the amounts of commercial loans outstanding
         as of December 31, 2000, based on remaining scheduled repayments of
         principal, are due in the periods indicated. Also, the amounts have
         been classified according to sensitivity to changes in interest rates
         for commercial loans due after one year. (Variable-rate loans are
         those loans with floating or adjustable interest rates.)

                                                           2000
                                                           ----
                                                      (In thousands)
         Maturing
         Within one year                                 $ 46,930
         After one year but within five years              33,250
         After five years                                   9,541
                                                         --------

                                                         $ 89,721
                                                         ========

                                           Commercial Loan Interest Sensitivity
                                                            2000
                                                            ----
                                                       (In thousands)
                                               Fixed     Variable
                                                Rate       Rate       Total
         Due after one year but
           within five years                  $ 28,024   $  5,226    $ 33,250
         Due after five years                    7,293      2,248       9,541
                                              --------   --------    --------

                                              $ 35,317   $  7,474    $ 42,791
                                              ========   ========    ========


<PAGE>   18


III. LOAN PORTFOLIO (Continued)

     C.  Risk Elements

         1.  Nonaccrual, Past Due, Restructured and Impaired Loans - The
             following schedule summarizes nonaccrual, past due,
             restructured and impaired loans at December 31:
<TABLE>
<CAPTION>
                                                         2000     1999    1998     1997     1996
                                                         ----     ----    ----     ----     ----
                                                                    (In thousands)
             <S>                                         <C>      <C>     <C>      <C>      <C>


             (a) Loans accounted for on a
                 nonaccrual basis                        $  -     $  -    $  -     $  -     $  -

             (b) Accruing loans which are
                 contractually past due 90 days or
                 more as to interest or principal
                 payments                                   -        -       -        -        -

             (c) Loans not included in (a) or (b)
                 which are "Troubled Debt
                 Restructurings" as defined by
                 Statement of Financial Accounting
                 Standards No. 15                           -        -       -        -        -

             (d) Other loans defined as "impaired"          -        -       -        -        -
                                                         ----     ----    ----     ----     ----

                                                         $  -     $  -    $  -     $  -     $  -
                                                         ====     ====    ====     ====     ====
</TABLE>


             Management believes the allowance for loan losses at December
             31, 2000 is adequate to absorb any losses on nonperforming
             loans, as the allowance balance is maintained by management at
             a level considered adequate to cover probable losses incurred
             based on past loss experience, general economic conditions,
             information about specific borrower situations including their
             financial position and collateral values, and other factors
             and estimates which are subject to change over time.

<TABLE>
<CAPTION>
                                                                          2000
                                                                          ----
                                                                     (In thousands)
             <S>                                                          <C>

             Gross interest income that would have been
             recorded in 2000 on nonaccrual loans outstanding
             at December 31, 2000 if the loans had been
             current, in accordance with their original terms
             and had been outstanding throughout the period
             or since origination if held for part of the
             period                                                       $  -

             Interest income actually recorded on nonaccrual loans
             and included in net income for the period                       -
                                                                          ----

             Interest income not recognized during the period             $  -
                                                                          ====

</TABLE>


<PAGE>   19


III. LOAN PORTFOLIO (Continued)

                 Discussion of the Nonaccrual Policy

                 The accrual of interest income is discontinued when the
                 collection of a loan or interest, in whole or in part, is
                 doubtful. When interest accruals are discontinued, interest
                 income accrued in the current period is reversed. While loans
                 which are past due 90 days more as to interest or principal
                 payments are considered for nonaccrual status, management may
                 elect to continue the accrual of interest when the estimated
                 net realizable value of collateral, in management's judgment,
                 is sufficient to cover the principal balance and accrued
                 interest.

             2.  Potential Problem Loans

                 As of December 31, 2000, in addition to the $0 of loans
                 reported under Item III, C.1., there are approximately $3.4
                 million of loans in other outstanding loans where known
                 information about possible credit problems of the borrowers
                 causes management to have serious doubts as to the ability of
                 such borrowers to comply with the present loan repayment terms
                 and which may result in disclosure of such loans pursuant to
                 Item III. C.1 at some future date. Consideration was given to
                 loans classified for regulatory purposes as loss, doubtful,
                 substandard, or special mention that have not been disclosed
                 in Section 1 above. To the extent that such loans are not
                 included in the $0 potential problem loans described above,
                 management believes that such loans will not materially impact
                 future operating results, liquidity, or capital resources.

             3.  Foreign Outstandings

                 None

             4.  Loan Concentrations

                 None

     D.  Other Interest-Bearing Assets

         There are no other interest-bearing assets as of December 31, 2000
         which would be required to be disclosed under Item III. C.1 or 2 if
         such assets were loans.

<PAGE>   20
IV.  SUMMARY OF LOAN LOSS EXPERIENCE

     A.   The following schedule presents an analysis of the allowance for loan
          losses, average loan data and related ratios for the years ended
          December 31:

<TABLE>
<CAPTION>
                                                         2000        1999       1998         1997           1996
                                                         ----        ----       ----         ----           ----
                                                                          (Dollars in thousands)
       <S>                                             <C>         <C>         <C>         <C>           <C>
       LOANS
              Loans outstanding at end
                of period                              $131,693    $ 86,323    $ 48,763    $   22,351    $       --
                                                       ========    ========    ========    ==========    ==========
              Average loans outstanding
                during period                          $109,457    $ 67,884    $ 32,955    $    9,895    $       --
                                                       ========    ========    ========    ==========    ==========
       ALLOWANCE FOR LOAN LOSSES
              Balance at beginning of period           $  1,270    $    752    $    360    $       --    $       --

              Loans charged-off
                  Commercial                                 --          --          --            --            --
                  Residential real estate
                    mortgage                                 --          --          --            --            --
                  Installment loans to
                    individuals                              --          --          --            --            --
                                                       --------    --------    --------    ----------    ----------
              Recoveries of loans previously
                charged-off
                  Commercial                                 --          --          --            --            --
                  Residential real estate
                    mortgage                                 --          --          --            --            --
                  Installment loans to
                    individuals                              --          --          --            --            --
                                                       --------    --------    --------    ----------    ----------
                                                             --          --          --            --            --
                                                       --------    --------    --------    ----------    ----------
      Net loans charged-off                                  --          --          --            --            --

      Provision for loan losses                             582         518         392           360            --
                                                       --------    --------    --------    ----------    ----------

      Balance at end of period                         $  1,852    $  1,270    $    752    $      360    $       --
                                                       ========    ========    ========    ==========    ==========
      Ratio of net charge-offs during the
        period to average loans outstanding
        during the period                                    -%          -%          -%             -%            -%
                                                       ========    ========    ========    ==========    ==========
</TABLE>

          The allowance for loan losses balance and the provision for loan
          losses are judgmentally determined by management based upon periodic
          reviews of the loan portfolio. In addition, as the Company does not
          have an established charge-off history, management considered the
          level of charge-offs on loans experienced by peer financial
          institutions having loan portfolio mix and risk characteristics
          similar to the Company's loan portfolio mix and risk characteristics.
          Estimating the risk of loss and the amount of loss is necessarily
          subjective. Accordingly, the allowance is maintained by management at
          a level considered adequate to cover losses that are currently
          anticipated based on past loss experience, general economic
          conditions, information about specific borrower situations including
          their financial position and collateral values and other factors and
          estimates which are subject to change over time.


<PAGE>   21
IV.  SUMMARY OF LOAN LOSS EXPERIENCE (Continued)

     B.   The following schedule is a breakdown of the allowance for loan losses
          allocated by type of loan and related ratios at December 31:

<TABLE>
<CAPTION>
                   -------------------------Allocation of the Allowance for Loan Losses-------------------------------
                                            -------------------------------------------
                            2000                   1999                     1998                       1997
                            ----                   ----                     ----                       ----
                              Percentage of         Percentage of             Percentage of              Percentage of
                                Loans In              Loans In                  Loans In                    Loans In
                                  Each                  Each                      Each                        Each
                                Category              Category                  Category                    Category
                    Allowance   to Total   Allowance  to Total    Allowance     to Total      Allowance     to Total
                     Amount       Loans     Amount      Loans       Amount        Loans        Amount        Loans
                     ------       -----     ------      -----       ------        -----        ------        -----
                                                      (Dollars in thousands)
<S>                <C>         <C>        <C>         <C>         <C>            <C>          <C>          <C>
Commercial         $   1,302       68.1%  $     873       65.5%   $      471        68.1%     $     151       65.9%
Residential real
  estate mortgage        201       26.0         140       30.8            75        28.5             49       28.5
Installment loans to
  individuals            110        5.9          70        3.7            31         3.4             14        5.6
Unallocated              239          -         187          -           175           -            146          -
                   ---------   --------   ---------   --------    ----------     -------      ---------    -------
                   $   1,852      100.0%  $   1,270      100.0%   $      752       100.0%     $     360      100.0%
                   =========   ========   =========   ========    ==========     =======      =========    =======
</TABLE>

          While management's periodic analysis of the adequacy of the allowance
          for loan losses may allocate portions of the allowance for specific
          problem loan situations, the entire allowance is available for any
          loan charge-offs that occur.

V.   DEPOSITS
     The average amount of deposits and average rates paid are summarized as
     follows for the years ended December 31:

<TABLE>
<CAPTION>
                                                2000                      1999                    1998
                                                ----                      ----                    ----
                                         Average     Average     Average        Average    Average      Average
                                         Amount       Rate        Amount          Rate     Amount        Rate
                                         ------       ----        ------          ----     ------        ----
                                                               (Dollars in thousands)
     <S>                                <C>          <C>         <C>            <C>        <C>          <C>
     Savings,  NOW and money
       markets                          $  56,023      5.10%     $  44,707       4.35%     $25,785        4.99%
     Certificates of deposits              38,759      5.97         26,673       5.03       18,278        5.53
     Demand deposits (noninterest-
       bearing)                            14,396         -         10,460          -        6,955           -
                                        ---------                ---------                 -------

                                        $ 109,178                $  81,840                 $51,018
                                        =========                =========                 =======
</TABLE>

     Maturities of time certificates of deposit and other time deposits of
     $100,000 or more outstanding at December 31, 2000 are summarized as
     follows:

                                                                  2000
                                                                 Amount
                                                                 ------
                                                             (In thousands)

     Three months or less                                     $    14,304
     Over three months and through six months                       2,004
     Over six months and through twelve months                      8,180
     Over twelve months                                               722
                                                              -----------
                                                              $    25,210
                                                              ===========
<PAGE>   22
VI.  RETURN ON EQUITY AND ASSETS

     The ratio of net income (loss) to average shareholders' equity and average
     total assets and certain other ratios are as follows:

<TABLE>
<CAPTION>
                                                        2000             1999            1998
                                                        ----             ----            ----
                                                                (Dollars in thousands)
     <S>                                            <C>              <C>              <C>
     Average total assets                           $    147,817     $    108,773     $     71,232
                                                    ============     ============     ============
     Average shareholders'
     equity (1)                                     $     17,480     $     13,345     $     11,296
                                                    ============     ============     ============
     Net income (loss)                              $      1,022     $        511     $       (229)
                                                    ============     ============     ============
     Cash dividends declared                        $          -     $          -     $          -
                                                    ============     ============     ============

     Return on average total assets                          .69%             .47%            (.32)%

     Return on average shareholders' equity                 5.85%            3.83%           (2.03)%

     Dividend payout percentage                                -%               -%               -%

     Average shareholders'
     equity to average total assets                        11.83%           12.27%           15.86%
</TABLE>

     (1) Net of average unrealized appreciation or depreciation on securities
         available for sale.


VII. SHORT-TERM BORROWINGS

     The Company had securities sold under agreements to repurchase for which
     the average balance outstanding during the reported periods was 30 percent
     or more of shareholders' equity at the end of the reported periods. The
     required disclosures are incorporated by reference and can be located in
     Footnote 7 to the consolidated financial statements.

ITEM 2.   DESCRIPTION OF PROPERTY

     We leased the premises for our main office until we purchased the building
and land for $800,000 in May, 1999. This facility serves as our main office as
well as our corporate headquarters and is located at 3820 Edison Lakes Parkway,
Mishawaka, Indiana. The premises consist of a 9,600 square foot, two-story brick
building constructed in 1988 with parking for approximately 57 vehicles. The
building is located on a major thoroughfare in Mishawaka, approximately 2 miles
south of Interstate 80 and near the city's population center.

     We have four interior teller stations and a night depository facility. We
believe the facility will be adequate to meet our needs for the foreseeable
future. We believe that the building is adequately covered by insurance.


<PAGE>   23
ITEM 3.   LEGAL PROCEEDINGS

     As a depository of funds, we may occasionally be named as a defendant in
lawsuits (such as garnishment proceedings) involving claims to the ownership of
funds in particular accounts. Such litigation is incidental to our business.

     We are not aware of any pending litigation against us.

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

     No matters were submitted during the fourth quarter of 2000 to a vote of
the Company's shareholders.

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common stock was held by approximately 125 holders of record as of
March 16, 2001, and is quoted on the OTC Bulletin Board under the symbol "SJOE."
To date there has been no regular and liquid market for the common stock, and
there can be no assurance that a regular and liquid trading market will develop
in the foreseeable future.

     The following table shows, for the periods indicated, the high and low
trades per share of transactions in our common stock as quoted on the OTC
Bulletin Board. Other private transactions may have occurred during the periods
indicated of which we have no knowledge. The following prices represent
inter-dealer prices without retail markups, markdowns or commissions.

                                        Per Share               Per Share
                                          Prices                Dividends
            1999                  High           Low            Declared
            ----                  ----           ---            --------

     March 31, 1999            $   18.25      $    16.50            -
     June 30, 1999                 16.50           15.00            -
     September 30, 1999            17.75           15.50            -
     December 31, 1999             16.25           15.25            -

            2000
            ----

     March 31, 2000            $   15.67      $    13.00            -
     June 30, 2000                 15.25           13.50            -
     September 30, 2000            15.25           13.50            -
     December 31, 2000             15.13           11.50            -


     No cash or other dividends were declared or paid during the fiscal year
ended December 31, 2000 or 1999. We expect that all company and bank earnings,
if any, will be retained to finance our growth and that no cash dividends will
be paid for the foreseeable future. If and when dividends are declared, we will
probably be largely dependent upon dividends paid by the bank for funds to pay
dividends on our common stock. It is also possible however that we will pay
dividends in the future generated from investment income and other activities of
the company.


<PAGE>   24
ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     The information shown under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" furnished to the
Securities Exchange Commission as Exhibit 99.2 to this Annual Report on Form
10-KSB is incorporated by reference.


ITEM 7.   FINANCIAL STATEMENTS

     The information presented under the captions "Consolidated Balance Sheets,"
"Consolidated Statements of Income," "Consolidated Statements of Changes in
Shareholders' Equity," "Consolidated Statements of Cash Flows," and "Notes to
Consolidated Financial Statements," as well as the Report of Independent
Auditors, Crowe, Chizek and Company LLP, dated March 2, 2001, furnished to the
Securities Exchange Commission as Exhibit 99.2 to this Annual Report on Form
10-KSB is incorporated by reference.


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The information listed under the caption "Election of Directors" in the
Proxy Statement furnished to the Securities Exchange Commission as Exhibit 99.1
to this Report is incorporated by reference.

ITEM 10.  EXECUTIVE COMPENSATION

     The information presented under the captions "Summary Compensation Table,"
"Options Granted in Last Fiscal Year," and "Aggregated Stock Option Exercises in
Last Fiscal Year and Fiscal Year End Option Values" and in the second to last
paragraph under the caption "Election of Directors" in the Proxy Statement
furnished to the Securities Exchange Commission is incorporated by reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information presented under the caption "Stock Ownership of Certain
Beneficial Owners" in the Proxy Statement furnished to the Securities Exchange
Commission is incorporated by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information listed under the caption "Transactions With Management" in
the Proxy Statement furnished to the Securities Exchange Commission is
incorporated by reference.


<PAGE>   25
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (A) Exhibits

          The Exhibit Index, which immediately follows the signature pages to
this Form 10-KSB is incorporated by reference. The exhibits required to be filed
with this Form 10-KSB are included with this Form 10-KSB and are located
immediately following the Exhibit Index to this Form 10-KSB.

     (B)  Reports on Form 8-K

          The Company has not filed any reports on Form 8-K during the last
quarter of the period covered by this report.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, as amended, the
Issuer caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on March 16, 2001.

                                      ST. JOSEPH CAPITAL CORPORATION

                                      By:  /s/ John W. Rosenthal
                                         ---------------------------------------
                                           John W. Rosenthal, Chief Executive
                                           Officer and Chairman of the Board

                                      By:  /s/ Edward R. Pooley
                                         ---------------------------------------
                                           Edward R. Pooley, Principal Financial
                                           Officer and Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Issuer and in the capacities noted below and
on March 16, 2001.


       Signature                                        Title
       ---------                                        -----

/s/ John W. Rosenthal                     President, Principal Executive Officer
--------------------------------          and Chairman of the Board
John W. Rosenthal



/s/ Brian R. Brady                        Director
--------------------------------
Brian R. Brady


/s/ Anna Reilly Cullinan                  Director
--------------------------------
Anna Reilly Cullinan


/s/ David A. Eckrich                      Director
--------------------------------
David A. Eckrich


/s/ Jerry Hammes                          Director
--------------------------------
Jerry Hammes


<PAGE>   26
Signature                              Title
---------                              -----

/s/ V. Robert Hepler                  Director
---------------------------
V. Robert Hepler


/s/ Scott C. Malpass                  Director
---------------------------
Scott C. Malpass


/s/ Todd Martin                       Director
---------------------------
Todd Martin


/s/ Jack Matthys                      Director
---------------------------
Jack Matthys


/s/ Arthur H. McElwee                 Director
---------------------------
Arthur H. McElwee


/s/ Myron Noble                       Director
---------------------------
Myron Noble


/s/ Richard A. Rosenthal              Director
---------------------------
Richard A. Rosenthal


/s/ Robert A. Sullivan                Director
---------------------------
Robert A. Sullivan


/s/ Dr. Carolyn Woo                   Director
---------------------------
Dr. Carolyn Woo



<PAGE>   27
                         ST. JOSEPH CAPITAL CORPORATION
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
============================================================================================================================
                                                                                                          INCORPORATED BY
   EXHIBIT NO.                                   DESCRIPTION OF EXHIBITS                                     REFERENCE
----------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                                                   <C>
       3.1           Certificate of Incorporation, as amended, of St. Joseph Capital Corporation                 *
----------------------------------------------------------------------------------------------------------------------------
       3.2           Bylaws of St. Joseph Capital Corporation                                                    *
----------------------------------------------------------------------------------------------------------------------------
       4.1           Specimen Common Stock Certificate of St. Joseph Capital Corporation (See also               *
                     Articles IV, VI, VII, VIII, XI and XII of Exhibit 3.1 and
                     Articles III, IX, X, XI and XII of Exhibit 3.2)
----------------------------------------------------------------------------------------------------------------------------
      10.1           St. Joseph Capital Corporation 1996 Stock Incentive Plan                                    *
----------------------------------------------------------------------------------------------------------------------------
      10.2           Stock Option Agreement between St. Joseph Capital Corporation and John W.                   *
                     Rosenthal, dated June 11, 1996
----------------------------------------------------------------------------------------------------------------------------
      10.3           Employment Agreement between St. Joseph Capital and John W. Rosenthal, dated                *
                     March 18, 1996
----------------------------------------------------------------------------------------------------------------------------
      10.4           Amendment to the Employment Agreement between St. Joseph Capital Corporation and           ***
                     John W. Rosenthal, dated March 18, 1996
----------------------------------------------------------------------------------------------------------------------------
      10.5           St. Joseph Capital Bank 401(k) Plan                                                        **
----------------------------------------------------------------------------------------------------------------------------
      21.1           Subsidiary of St. Joseph Capital Corporation                                                *
----------------------------------------------------------------------------------------------------------------------------
      99.1           Proxy Statement and form of proxy for the Annual Meeting of Stockholders to be             ****
                     held May 9, 2001, (except for sections incorporated by reference into this Form
                     10-KSB, the proxy materials shall not be deemed to be "filed" with the Commission)
----------------------------------------------------------------------------------------------------------------------------
      99.2           2000 Annual Report, (except for sections incorporated by reference into this Form    Attached Hereto
                     10-KSB, the Annual Report materials shall not be deemed to be "filed" with the
                     Commission)
============================================================================================================================
</TABLE>

*        Incorporated by reference from the Registration Statement on Form SB-2
         filed by the Company on June 21, 1996 (SEC File No. 333-06581), as
         amended.
**       Incorporated by reference from the Registration Statement on Form S-8
         filed by the Company on October 29, 1996 and amended on January 23,
         1997 (SEC File No. 333-14999).
***      Incorporated by reference from the 1997 Form 10-KSB filed by the
         Company on March 31, 1998.
****     Portions incorporated by reference from the Form 14A (Definitive Proxy
         Statement) filed by the Company on March 26, 2001.