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

                                    FORM 10-K

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

      For the fiscal year ended December 31, 1999

                                       OR

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

      For the transition period from _______________ to ________________

            Commission file number 0-24118

                          OTTAWA FINANCIAL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                        38-3172166
-----------------------------------         ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

 245 Central Avenue, Holland, Michigan                   49423
--------------------------------------------------------------------------------
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:      (616) 393-7000
                                                   -----------------------------

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      NONE
                                      ----

           Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of class)

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant,  computed by  reference  to the average of the closing bid and asked
price of such  stock on the Nasdaq  National  Market as of March 14,  2000,  was
$86.1 million. (The exclusion from such amount of the market value of the shares
owned by any person shall not be deemed an admission by the registrant that such
person is an affiliate of the registrant.)

As of March 14, 2000, there were issued and outstanding  6,076,389 shares of the
Registrant's common stock.


                       DOCUMENTS INCORPORATED BY REFERENCE

Parts II and IV of Form 10-K - Portions of the 1999 Report to Shareholders.

Part III of Form 10-K - Portions of the proxy  statement for the Annual  Meeting
of Shareholders for the year ended December 31, 1999.

<PAGE>



                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This document, including information included or incorporated by reference,
contains, and future filings by Ottawa Financial Corporation ("Ottawa Financial"
or the  "Company")  on Form  10- Q and  Form 8-K and  future  oral  and  written
statements by Ottawa  Financial and its management may contain,  forward-looking
statements  about Ottawa  Financial  and its  subsidiaries  which we believe are
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
These forward-looking  statements include,  without limitation,  statements with
respect to  anticipated  future  operating  and  financial  performance,  growth
opportunities,  interest rates, cost savings and funding advantages  expected or
anticipated  to be  realized  by  management.  Words  such  as  "may,"  "could,"
"should," "would,"  "believe,"  "anticipate,"  "estimate,"  "expect,"  "intend,"
"plan" and similar  expressions  are intended to identify these  forward-looking
statements.  Forward-looking  statements by Ottawa  Financial and its management
are based on beliefs, plans,  objectives,  goals,  expectations,  anticipations,
estimates  and  intentions  of  management  and are  not  guarantees  of  future
performance.  The  Company  disclaims  any  obligation  to update or revise  any
forward-looking statements based on the occurrence of future events, the receipt
of new  information,  or otherwise.  The important  factors we discuss below and
elsewhere in this document, as well as other factors discussed under the caption
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  in our 1999 Report to  Shareholders  (attached to this document and
Exhibit  13) and  identified  in our  filings  with the SEC and those  presented
elsewhere by our  management  from time to time,  could cause actual  results to
differ materially from those indicated by the forward-looking statements made in
this document:

     The following factors, many of which are subject to change based on various
other  factors  beyond our control,  could cause our  financial  performance  to
differ  materially  from the  plans,  objectives,  expectations,  estimates  and
intentions expressed in such forward-looking statements:

     o   the strength of the United  States  economy in general and the strength
         of the local economies in which we conduct our operations;
     o   the effects of, and changes in, trade, monetary and fiscal policies and
         laws, including interest rate policies of the Federal Reserve Board;
     o   inflation, interest rate, market and monetary fluctuations;
     o   the timely  development  of and acceptance of new products and services
         of AmeriBank  and the  perceived  overall  value of these  products and
         services by users, including the features, pricing and quality compared
         to competitors' products and services;
     o   the  willingness  of  users to  substitute  competitors'  products  and
         services for our products and services;
     o   the success of AmeriBank in gaining regulatory approval of its products
         and services, when required;
     o   the impact of  changes  in  financial  services'  laws and  regulations
         (including laws concerning taxes, banking, securities and insurance);
     o   the impact of technological changes;
     o   acquisitions;
     o   changes in consumer spending and saving habits; and
     o   our success at managing the risks involved in the foregoing.


                                        2
<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

     Ottawa Financial  Corporation is a holding company and the sole shareholder
of AmeriBank.  In March 1994,  AmeriBank converted from a mutual form to a stock
form of ownership.  Ottawa Financial's common stock is traded on the Nasdaq-Amex
National Market under the symbol "OFCP."

     On February 13, 1996, Ottawa Financial  acquired  AmeriBank Federal Savings
Bank, a federally  chartered savings bank  headquartered in Muskegon,  Michigan,
pursuant to which Ottawa  Financial  acquired all of the  outstanding  shares of
common stock of AmeriBank Federal Savings Bank for  approximately  $32.7 million
in cash, converted options and warrants. AmeriBank Federal Savings Bank was then
merged into AmeriBank.

     AmeriBank is the only operating  subsidiary of Ottawa Financial.  AmeriBank
is a Michigan-  chartered  savings  bank  headquartered  in  Holland,  Michigan.
Originally  organized in 1888, as Ottawa Savings Bank, FSB, which converted to a
federal  savings bank in 1988,  we changed our name in 1996 from Ottawa  Savings
Bank, FSB to AmeriBank,  and converted to a state-chartered savings bank in July
1997.  Our deposits  are insured up to the  applicable  limits by the FDIC,  the
Federal  Deposit  Insurance  Corporation.  We  currently  serve  Allegan,  Kent,
Muskegon, Newaygo, Oceana and Ottawa Counties in Western Michigan through our 26
retail  banking  offices.  At December  31,  1999,  we had total assets of $1.02
billion, deposits of $712.0 million and shareholders' equity of $77.8 million.

     We have been, and intend to continue to be, a community-oriented  financial
institution  offering a variety of  financial  services to meet the needs of the
communities  we serve.  We attract  retail  deposits from the general public and
supplement  those deposits with  wholesale  funds,  primarily  advances from the
Federal  Home  Loan  Bank.  We  invest  these  retail  and  wholesale  funds  in
owner-occupied,    one-   to    four-family    residential    mortgage    loans,
nonowner-occupied one- to four-family residential,  construction, commercial and
multi-family real estate loans,  commercial business loans, as well as a variety
of consumer loans.

     Our revenues are derived  principally from interest on loans and investment
securities.

     We offer a variety of individual and commercial  deposit  accounts having a
wide range of interest  rates and terms.  Our  deposits  consist of passbook and
statement savings accounts, interest and non-interest-bearing checking accounts,
and money market and certificate  accounts. We also offer debit and credit cards
as well as ATM services. We solicit deposits from our market area only, and have
never used brokers to obtain  deposits.  Our advances from the Federal Home Loan
Bank also have a variety of interest rates and terms including fixed rate, daily
and quarterly adjusting variable rate and putable advances.


                                        3

<PAGE>



     Our executive offices are located at 245 Central Avenue, Holland,  Michigan
49423 and our telephone number at that address is (616) 393-7000.

RECENT LEGISLATION

     On November 12, 1999,  the  Gramm-Leach-Bliley  Act,  which  modernizes the
financial  services  industry  by,  among  other  things,   permitting  banking,
insurance  and  securities  companies  to  combine,  was signed  into law. It is
unclear what impact this legislation  will have on our operations,  although the
anticipated creation of larger and stronger financial services competitors could
materially affect Ottawa Financial and AmeriBank.

MARKET AREA

     Our market  area of Allegan,  Kent,  Muskegon,  Newaygo,  Oceana and Ottawa
Counties  located in western  Michigan is diverse.  This area  consists of three
mid-sized  cities,  Grand  Rapids,  Muskegon  and Holland and rural  areas.  Our
headquarters  are  located  in  Holland,  Michigan.  Grand  Rapids is the second
largest city in Michigan and has a solid and diverse economic base. Holland, the
largest city in Ottawa County also has a solid and diverse  economic base, which
includes  tourism,  office  furniture,  automotive  components  and  assemblies,
pharmaceutical,   transportation,   equipment,   candy,  food  and  construction
supplies.  Companies  operating  in the market area  include  Steelcase,  Herman
Miller, Amway, Haworth, Johnson Controls, General Motors, Gerber, SPX, Donnelly,
Foremost Insurance and Meijers, Inc. Holland, situated on Lake Macatawa and Lake
Michigan and Muskegon, situated on Muskegon Lake and Lake Michigan, benefit from
tourism and recreational activities, which peak in the summer months.

     Much of our success as a small business and mortgage lender has been due to
our market area's favorable population,  housing and income demographics.  While
population  growth has  generally  been  static in Michigan  since 1980,  as its
manufacturing  base has declined,  demographic trends in our market area reflect
above-average  population growth, including population growth in our market area
of 13.8% since 1987.  Income levels in the market area tend to approximate state
and national  averages.  Employment in the area has grown 39.1% over the past 10
years compared to 18.0% for the State of Michigan as a whole.

LENDING ACTIVITIES

     GENERAL. We have historically originated 30 year, fixed-rate mortgage loans
secured  by  one-  to  four-family  residences.  Since  1978,  however,  we have
emphasized the origination of adjustable-rate  residential  mortgage loans, call
option and balloon payment loans,  which has dramatically  reduced our portfolio
of long term fixed rate loans.  Today,  we continue to sell fixed rate  mortgage
loans with terms of 15 years or longer.  These sales  activities  have generated
income from the sale of mortgages  in the  secondary  market and have  increased
income  from loan  servicing  operations.  Since the  acquisition  of  AmeriBank
Federal Savings Bank in February 1996, we have generated a larger  percentage of
commercial  business loans,  commercial real estate loans and consumer loans. We
continue to emphasize  commercial and multi-family  real estate,  and commercial
business  loans  as well  as  consumer  loans  which  have  higher  yields  than
traditional one- to four-family  loans. Most of the growth in our loan portfolio

                                        4

<PAGE>



since 1996 has been in commercial real estate,  commercial business and consumer
loans.  Management's  strategy has been to increase the  percentage of assets in
our portfolio with shorter  maturities or terms to repricing,  and in some cases
higher yields, than traditional 30 year fixed rate residential mortgage loans.

     Our loan officers and certain executive officers have approval authority on
loans depending on type and amount.  Commercial and  residential  mortgage loans
greater than  $500,000  but less than $1.5  million  require the approval of our
Loan  Committee  comprised of certain  loan  officers  and  executive  officers.
Commercial  and  residential  mortgage  loans  greater than $1.5 million must be
approved by the Board of Directors. Consumer loans greater than $500,000 must be
approved by the Board of Directors.

     At December 31, 1999, the maximum amount that could have been loaned to any
one  borrower  and the  borrower's  related  entities  was  approximately  $17.5
million.  At such date, we had no loans or groups of loans to related  borrowers
with outstanding balances in excess of this amount.

     Our largest lending  relationship to a single borrower or a single group of
related  borrowers at December 31, 1999 totaled  $15.8  million  consisting of a
number of loans,  the  largest  of which is a $4.9  million  loan  secured by an
apartment  building,  two  retail  centers  and a  commercial  light  industrial
building.  At  December  31,  1999,  the loans were  current and  performing  in
accordance with their terms.

     The next  largest  relationship  to a single  borrower or a single group of
related borrowers was a $14.0 million line of credit with an outstanding balance
as of  December  31,  1999 of $3.8  million.  The line of credit is  secured  by
publicly traded marketable  securities.  At December 31, 1999 the line of credit
was performing in accordance with its repayment terms.

     At December 31, 1999, we had 23 other loans or lending  relationships  to a
single  borrower or group of related  borrowers with a balance in excess of $2.5
million,  all of which were  performing in accordance with their repayment terms
at such date.

     LOAN  PORTFOLIO  COMPOSITION.  The following  table sets forth  information
concerning  the  composition  of our loan  portfolio  in dollar  amounts  and in
percentages as of the dates  indicated.  The dollar amounts and percentages were
calculated before  deductions for loans in process,  deferred fees and discounts
and allowance for losses.


                                        5

<PAGE>



<TABLE>
<CAPTION>
                                                                                  December 31,
                                       ---------------------------------------------------------------------------------------------
                                              1999               1998               1997               1996               1995
                                       ---------------------------------------------------------------------------------------------
                                        Amount  Percent    Amount  Percent    Amount  Percent    Amount    Percent   Amount  Percent
                                       -------- -------   -------- -------   -------- --------  --------  --------  -------- -------
                                                                             (Dollars in Thousands)
<S>                                    <C>       <C>      <C>       <C>      <C>        <C>     <C>        <C>     <C>        <C>
RESIDENTIAL MORTGAGE LOANS:
  Secured by one- to four-family ...   $432,145  47.99%   $425,974  52.01%   $483,502   62.20%  $516,935   69.59%  $209,159   71.24%
  Construction or development ......     50,814   5.64      30,673   3.74      33,232    4.27     15,219    2.04     42,659   14.53
                                       -------- ------    -------- ------    --------  ------   --------  ------   --------  ------
      Total Residential Loans ......    482,959  53.64     456,647  55.75     516,734   66.47    532,154   71.63    251,818   85.77
                                       -------- ------    -------- ------    --------  ------   --------  ------   --------  ------

COMMERCIAL LOANS
  Secured by multi-family properties     55,692   6.18      49,402   6.03      38,663    4.97     34,262    4.61     13,221    4.50
  Secured by commercial properties .     67,192   7.46      51,637   6.30      35,147    4.52     42,745    5.75      4,106    1.40
  Construction or development ......     74,897   8.32      87,119  10.64      37,913    4.88     18,604    2.50         --      --
  Business .........................     78,318   8.70      53,935   6.59      37,322    4.80     14,996    2.02         --      --
                                       -------- ------    -------- ------    --------  ------   --------  ------   --------  ------
      Total Commercial Loans .......    276,099  30.66     242,093  29.56     149,045   19.17    110,607   14.89     17,327    5.90
                                       -------- ------    -------- ------    --------  ------   --------  ------   --------  ------

CONSUMER LOANS
  Automobile .......................     77,577   8.62      62,146   7.59      49,264    6.34     46,247    6.23      9,530    3.25
  Home equity lines of credit ......     32,742   3.64      30,178   3.68      32,379    4.17     29,170    3.93     12,039    4.10
  Home equity installment ..........     20,755   2.31      19,469   2.38      23,581    3.03     20,262    2.73        373    0.12
  Other ............................     10,276   1.14       8,497   1.04       6,354    0.82      4,433    0.60      2,516    0.86
                                       -------- ------    -------- ------    --------  ------   --------  ------   --------  ------
      Total Consumer Loans .........    141,350  15.70     120,290  14.69     111,578   14.35    100,112   13.48     24,458    8.33
                                       -------- ------    -------- ------    --------  ------   --------  ------   --------  ------
       Total Loans .................    900,408 100.00%    819,030 100.00%    777,357  100.00%   742,873  100.00%   293,603  100.00%
                                                ======             ======              ======             ======             ======

LESS:
 Undisbursed portion of
    construction loans..............     38,482             44,797             25,787             22,956             14,861
 Deferred fees and discounts........        453                640                854              1,237              1,034
 Allowance for losses...............      4,714              3,823              3,293              3,129              1,251
                                       --------           --------           --------           --------           --------
       Total Loans Receivable, Net..   $856,759           $769,770           $747,423           $715,551           $276,457
                                       ========           ========           ========           ========           ========
</TABLE>



                                        6

<PAGE>



     The following  table shows the  composition  of our loan portfolio by fixed
and adjustable rates at the dates indicated.  Call option loans are presented as
fixed rate loans.

<TABLE>
<CAPTION>
                                                                                  December 31,
                                       ---------------------------------------------------------------------------------------------
                                              1999               1998               1997               1996               1995
                                       ---------------------------------------------------------------------------------------------
                                        Amount  Percent    Amount  Percent    Amount  Percent    Amount    Percent   Amount  Percent
                                       -------- -------   -------- -------   -------- --------  --------  --------  -------- -------
                                                                            (Dollars in Thousands)
<S>                                    <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>
FIXED-RATE LOANS:
  RESIDENTIAL MORTGAGE LOANS:
    Secured by one- to four-family ... $140,283   15.58%  $156,383   19.09%  $113,954   14.66%  $108,747   14.64%  $ 95,141   32.40%
    Construction or development ......    1,791    0.20     23,974    2.93     27,681    3.56      5,650    0.76      9,442    3.22
                                       --------  ------   --------  ------   --------  ------   --------  ------   --------  ------
        Total Residential Loans ......  142,074   15.78    180,357   22.02    141,635   18.22    114,397   15.40    104,583   35.62
                                       --------  ------   --------  ------   --------  ------   --------  ------   --------  ------

  COMMERCIAL LOANS:
    Secured by multi-family properties   48,390    5.37     40,003    4.88     27,187    3.50     15,937    2.15      3,163    1.08
    Secured by commercial properties .   59,946    6.66     47,792    5.84     25,558    3.29     27,108    3.65      1,347    0.46
    Construction or development ......   35,694    3.96     68,214    8.33     31,619    4.07      6,902    0.93         --      --
    Business .........................   61,971    6.88     38,097    4.65     14,004    1.80      6,007    0.81         --      --
                                       --------  ------   --------  ------   --------  ------   --------  ------   --------  ------
        Total Commercial Loans .......  206,001   22.88    194,106   23.70     98,368   12.65     55,954    7.53      4,510    1.54
                                       --------  ------   --------  ------   --------  ------   --------  ------   --------  ------

  CONSUMER LOANS:
    Total Consumer Loans .............  114,741   12.74     90,112   11.00     79,199   10.19     65,241    8.78     12,294    4.19
                                       --------  ------   --------  ------   --------  ------   --------  ------   --------  ------
        TOTAL FIXED-RATE LOANS .......  462,816   51.40    464,575   56.72    319,202   41.06    235,592   31.71    121,387   41.34
                                       --------  ------   --------  ------   --------  ------   --------  ------   --------  ------

ADJUSTABLE-RATE LOANS:
  RESIDENTIAL MORTGAGE LOANS
    Secured by one- to four-family ...  291,862   32.41    269,591   32.92    369,548   47.54    408,188   54.95    114,018   38.83
    Construction or development ......   49,023    5.44      6,699    0.82      5,551    0.71      9,569    1.29     33,217   11.31
                                       --------  ------   --------  ------   --------  ------   --------  ------   --------  ------
        Total Residential Loans ......  340,885   37.86    276,290   33.73    375,099   48.25    417,757   56.24    147,235   50.15
                                       --------  ------   --------  ------   --------  ------   --------  ------   --------  ------

  COMMERCIAL LOANS:
    Secured by multi-family properties    7,302    0.81      9,399    1.15     11,476    1.48     18,325    2.47     10,058    3.43
    Secured by commercial properties .    7,246    0.80      3,845    0.47      9,589    1.23     15,637    2.10      2,759    0.94
    Construction or development ......   39,203    4.35     18,905    2.31      6,294    0.81     11,702    1.58         --      --
    Business .........................   16,347    1.82     15,838    1.93     23,318    3.00      8,989    1.21         --      --
                                       --------  ------   --------  ------   --------  ------   --------  ------   --------  ------
        Total Commercial Loans .......   70,098    7.79     47,987    5.86     50,677    6.52     54,653    7.36     12,817    4.37
                                       --------  ------   --------  ------   --------  ------   --------  ------   --------  ------

CONSUMER LOANS
  Total Consumer Loans ...............   26,609    2.96     30,178    3.68     32,379    4.17     34,871    4.69     12,164    4.14
                                       --------  ------   --------  ------   --------  ------   --------  ------   --------  ------
     TOTAL ADJUSTABLE-RATE LOANS .....  437,592   48.60    354,455   43.28    458,155   58.94    507,281   68.29    172,216   58.66
                                       --------  ------   --------  ------   --------  ------   --------  ------   --------  ------
         TOTAL LOANS .................  900,408  100.00%   819,030  100.00%   777,357  100.00%   742,873  100.00%   293,603  100.00%
                                                 ======             ======             ======             ======             ======

LESS:
 Undisbursed portion of
     construction loans...............   38,482             44,797             25,787             22,956             14,861
 Deferred fees and discounts..........      453                640                854              1,237              1,034
 Allowance for losses.................    4,714              3,823              3,293              3,129              1,251
                                       --------           --------           --------           --------           --------
        Total loans receivable, net... $856,759           $769,770           $747,423           $715,551           $276,457
                                       ========           ========           ========           ========           ========
</TABLE>

                                       7
<PAGE>


     The following table  illustrates the interest rate  sensitivity of our loan
portfolio at December  31,  1999.  Loans that have  adjustable  or  renegotiable
interest  rates and call option loans are shown as maturing in the period during
which the contract is due. The schedule does not reflect the effects of possible
prepayments,  enforcement of  due-on-sale,  call option clauses or the effect of
the amortization of deferred loan fees.

<TABLE>
<CAPTION>
                                                   Multi-family and  Construction
                                 Residential Real  Commercial Real       and          Commercial
                                     Estate             Estate        Development      Business          Consumer         Total
                                 ----------------  ---------------- --------------  ---------------  ---------------  --------------
                                        Weighted          Weighted        Weighted         Weighted         Weighted        Weighted
                                        Average           Average         Average          Average          Average         Average
                                 Amount  Rate      Amount   Rate    Amount  Rate     Amount  Rate     Amount  Rate    Amount   Rate
                                 ------  ----      ------   ----    ------  ----     ------  ----     ------  ----    ------   ----
                                                                      (Dollars in Thousands)
Due During
Periods Ending
December 31,
------------------------------

<S>                             <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>
2000(1) ......................  $ 15,904  7.32%  $ 39,192  8.30%  $ 41,751  8.27%  $ 30,762  8.25%  $ 40,153  8.93%  $167,762  8.34%
2001 - 2004 ..................    63,776  7.31     66,740  8.08     32,508  7.77     42,541  8.04     88,267  9.03    293,832  8.16
2005 and following ...........   352,465  7.30     16,952  7.89     51,452  7.09      5,015  7.71     12,930  8.98    438,814  7.35
                                                                                   --------  ----   --------  ----   --------  ----
     Totals ..................  $432,145  7.30%  $122,884  8.13%  $125,711  7.66%  $ 78,318  8.10%  $141,350  9.00%  $900,408  7.80%
                                ========         ========         ========         ========         ========         ========
</TABLE>

(1) Includes demand loans, loans having no stated maturity and overdraft loans.

                                       8

<PAGE>



     The total  amount of loans due after  December 31, 2000 which have fixed or
predetermined  interest  rates is $376.6 million while the total amount of loans
due after such date which have floating or adjustable  interest  rates is $356.0
million.

ONE- TO FOUR-FAMILY RESIDENTIAL REAL ESTATE LENDING

     During 1998 and 1999,  we focused our  residential  lending  program on the
origination of loans secured by mortgages on owner-occupied, one- to four-family
residences.  We also  originated  loans  secured by  nonowner-occupied,  one- to
four-family  residences.  Residential  mortgage loan originations  derive from a
number of  sources,  including  advertising,  direct  solicitation,  real estate
broker  referrals,  existing  borrowers  and  depositors,  builders  and walk-in
customers. Loan applications are accepted at most of AmeriBank's offices.

     We emphasize the origination of a variety of residential  loans,  including
conventional 15 and 30 year fixed-rate loans and adjustable-rate mortgage loans.
The substantial majority of these loans were secured by properties in our market
area.  We  continue to  purchase  loans  secured by  residential  properties  in
southwest  and  southeast  Michigan and central  Texas.  Most of these loans are
purchased  from a  mortgage  banking  firm  which  has  established  a long term
relationship  with us. The historical  loan losses incurred from these purchased
loans have been negligible.  During 1998 and 1999 we purchased$112,000 and $20.9
million,  respectively.  We supplemented our internal growth with increased loan
purchases in 1999 in order to continue leveraging our capital to desired levels.

     Our one- to  four-family  residential  adjustable-rate  mortgage  loans are
fully  amortizing  loans  with  contractual  maturities  of up to 30 years.  Our
adjustable-rate mortgage loans generally carry interest rates which are reset to
a stated  margin  over an  independent  index,  generally  the  one-,  three- or
five-year  constant  maturity  treasury  index.  Increases  or  decreases in the
interest rate of our adjustable-rate  mortgage loans are generally limited to 2%
annually with lifetime  interest rate caps of 6% over the initial interest rate.
Our adjustable-rate mortgage loans may be convertible into fixed-rate loans upon
payment  of a fee,  do  not  contain  prepayment  penalties  and do not  produce
negative  amortization.  Initial  interest rates offered on our  adjustable-rate
mortgage  loans may be below the fully  indexed  rate,  although  borrowers  are
generally qualified at the fully indexed rate.

     We also offer fixed-rate  mortgage loans to owner occupants with maturities
up to 30 years,  which conform to secondary  market  standards.  Interest  rates
charged on these  fixed-rate  loans are  priced on a daily  basis  according  to
market conditions. These loans generally do not include prepayment penalties. We
currently sell in the secondary market,  long-term,  conforming fixed-rate loans
with  terms of 15 years  or  greater  which  we  originated.  See  "Management's
Discussion  and Analysis of Financial  Condition  and Results of  Operations  --
Asset/Liability  Management;  Market  Risk  Analysis"  in  the  1999  Report  to
Shareholders attached as Exhibit 13 to this Annual Report on Form 10-K.

     We   offer   one-   to   four-family    residential   mortgage   loans   to
nonowner-occupants. These loans are underwritten considering cash flows from the
subject property in addition to using the same criteria as owner-occupied,  one-
to four-family  residential loans, but are generally priced at higher rates than

                                       9

<PAGE>



owner-occupied loans.  Adjustable rates are offered on nonowner-occupied one- to
four-family residential loans, with terms of up to 30 years.

     We originate  residential mortgage loans with loan-to-value ratios of up to
97% for  owner-occupied  residential  loans and up to 80% for  nonowner-occupied
residential  loans.  For loans with  loan-to-value  ratios in excess of 80%,  we
require  private  mortgage  insurance  in an amount  sufficient  to  reduce  our
exposure to 80% or less of the lower of the appraised value or purchase price of
the underlying collateral.

     In  underwriting  one- to  four-family  residential  real estate loans,  we
evaluate both the borrower's  ability to make monthly  payments and the value of
the  property  securing  the  loan.  Properties  securing  one-  to  four-family
residential  real estate  loans that we made are  appraised by  independent  fee
appraisers.  We require  borrowers to obtain title insurance and fire,  property
and, if necessary,  flood insurance. We originate real estate loans that contain
a "due on sale" clause which allows us to declare the unpaid  principal  balance
due and payable upon the sale of the security property. We generally enforce our
"due on sale" power to allow for faster  repricing and to reduce the duration of
our loan portfolio.

MULTI-FAMILY AND COMMERCIAL REAL ESTATE LENDING

     In order to enhance the yield on our assets,  we originate  permanent loans
secured by multi-family and commercial real estate.  Our permanent  multi-family
and commercial  real estate loan  portfolio  includes loans secured by apartment
buildings,  condominiums,  small office  buildings,  small business  facilities,
medical facilities and other non-residential building properties,  substantially
all of which are located within our primary market area.

     Permanent  multi-family  and  commercial  real estate  loans have a maximum
maturity  of 10 years  with an  amortization  period of up to 25 years.  Most of
these  loans,  however,  have  maturities  of 5 years or less with  amortization
periods of 20 years.  Multi-family  loans and  commercial  real estate loans are
written  in amounts  of up to 80% of the  lesser of the  appraised  value of the
property or the purchase price,  and borrowers are generally  personally  liable
for all or part of the indebtedness.

     Appraisals on properties  securing  multi-family and commercial real estate
loans that we originate are primarily performed by independent appraisers who we
designate at the time the loan is made.  Management  reviews all  appraisals  on
multi-family  and commercial  real estate loans. In addition,  our  underwriting
procedures  generally  require  verification  of the borrower's  credit history,
income  and  financial  statements,   banking  relationships,   references,  and
historical and projected cash flows for the property that indicate  minimum debt
service coverage ratios of 1.15% or more.

     Multi-family  and commercial real estate loans  generally  present a higher
level of risk than loans secured by one- to four-family residences. This greater
risk is due to several  factors,  including the  concentration of principal in a
limited  number  of  loans  and  borrowers,  the  effects  of  general  economic
conditions  on income  producing  properties  and the  increased  difficulty  of
evaluating and monitoring  these types of loans.  Furthermore,  the repayment of
loans secured by multi-family and commercial real estate is typically  dependent

                                       10

<PAGE>



upon the successful  operation of the related real estate project.  If cash flow
from the project is  reduced,  the  borrower's  ability to repay the loan may be
impaired.  For example,  if leases are not obtained or renewed,  or a bankruptcy
court  modifies a lease term,  or a major  tenant is unable to fulfill its lease
obligations,  cash flow from the project will be reduced.  At December 31, 1999,
no portion of the  multi-family  and  commercial  real estate loan portfolio was
non-performing.  See  "--  Asset  Quality."  There  can  be  no  assurance  that
delinquencies will not increase in the future.

CONSTRUCTION AND DEVELOPMENT LENDING

     We make  construction  loans to individuals  for the  construction of their
residences.  Construction loans are also made to builders and developers for the
construction  of one- to four-family  residences and the  development of one- to
four-family lots, residential  subdivisions,  condominium developments and other
commercial developments.

     Construction loans to individuals for their residences are structured to be
converted  to  permanent  loans  at the  end of the  construction  phase,  which
typically runs six months.  These  construction loans have rates and terms which
match any one- to  four-family  loans then offered by us, except that during the
construction  phase, the borrower pays interest only.  Residential  construction
loans  are  generally  underwritten  pursuant  to the same  guidelines  used for
originating permanent residential loans.

     Construction loans to builders of one- to four-family  residences generally
require the payment of interest only for up to one year and either have terms of
up to 30 years  with  adjustable  rates or with call  options.  These  loans are
structured to be assumed by qualified  borrowers as permanent loans. These loans
may also provide for the payment of loan fees from loan proceeds.

     We also make  loans to  builders  for the  purpose  of  developing  one- to
four-family  lots and residential  condominium  projects.  These loans typically
have terms of 36 months or less with maximum loan to value ratios of 80%.  These
loans  may  provide  for the  payment  of loan fees  from  loan  proceeds.  Loan
principal is typically paid down as lots or units are sold.

     Construction  and  development  loans  are  obtained   principally  through
continued  business from  developers and builders who have  previously  borrowed
from us, as well as referrals from existing customers and walk-in customers.  As
part of the  application  process,  the applicant  must submit  accurate  plans,
specifications  and costs of the project to be  constructed  or developed to us.
These items are used as a basis to determine the appraised  value of the subject
property.  Loans are based on the lesser of current  appraised  value and/or the
cost of  construction  (land plus  building).  At December 31,  1999,  we had 28
construction  and  development  loans in excess of $500,000,  all but one of the
loans were current at such date. Our largest  construction  and development loan
at December 31, 1999,  was an $11.5 million line of credit for the  construction
of a medical office  facility,  of which $7.5 million was outstanding as of such
date.

     Because  of  the  uncertainties  inherent  in  estimating  development  and
construction  costs  and the  market  for the  project  upon  completion,  it is
relatively  difficult to evaluate  accurately  the total loan funds  required to

                                       11

<PAGE>



complete a project,  the  related  loan-to-value  ratios and the  likelihood  of
ultimate success of the project. Construction and development loans to borrowers
other than  owner-occupants  also involve many of the same risks discussed above
regarding  multi-family  and  commercial  real estate  loans and tend to be more
sensitive to general economic conditions than many other types of loans.

COMMERCIAL BUSINESS LENDING

     Our commercial  business lending portfolio contains loans with a variety of
purposes and security,  including  loans to finance  operations  and  equipment.
Generally,  our  commercial  business  lending  has been  limited  to  borrowers
headquartered,  or doing  business,  in our primary  market area.  Over the last
several years,  management has focused on increasing our portfolio of commercial
business  loans.  These loans typically carry higher yields and shorter terms to
maturity than  mortgage  loans.  Management  intends to continue to increase the
size of our commercial business portfolio during 2000. At December 31, 1999, the
average  outstanding loan balance in our commercial  business loan portfolio was
$150,000,  with the largest  commercial  business loan being a $6.0 million term
loan secured by owner occupied real estate.

     Unlike residential mortgage loans, which generally are made on the basis of
the  borrower's  ability to make  repayment from his or her employment and other
income,  and which are  secured by real  property  whose  value tends to be more
easily ascertainable, commercial business loans are of higher risk and typically
are made on the basis of the borrower's  ability to make repayment from the cash
flow of the borrower's business.  As a result, the availability of funds for the
repayment of commercial  business  loans may be  substantially  dependent on the
success of the business itself.  Further,  the collateral securing the loans may
depreciate  over time,  may be difficult to appraise and may  fluctuate in value
based on the success of the business.

CONSUMER LENDING

     We  originate a variety of  different  types of consumer  loans,  including
automobile  loans,  home  equity  lines of credit and  installment  loans,  home
improvement  loans,  deposit  account  loans and other loans for  household  and
personal purposes.  Recently, we have placed greater emphasis on consumer loans,
because of their attractive yields and shorter terms to maturity.

     We primarily  originate  automobile  loans, our largest segment of consumer
loans,  on an indirect  basis and originate  direct  automobile  loans on a more
limited  basis.  Indirect  loans are loans made when the Company  purchases loan
contracts,  often at a discount,  from  automobile  dealers  which have extended
credit to their customers, as opposed to direct loans, which are loans made when
the Company  extends  credit  directly to the  borrower.  We began our  indirect
lending program in 1995 with selected  automobile dealers located in our lending
area.  Moreover,  we  acquired a $25.0  million  portfolio  of mature,  indirect
automobile  loans upon our  acquisition of AmeriBank  Federal  Savings Bank. Our
automobile  loans typically are originated at fixed interest rates with terms up
to 60  months  for new and used  vehicles.  Loans  secured  by  automobiles  are
generally   originated  for  up  to  80%  of  the  National  Automobile  Dealers
Association  book value of the  automobile  securing  the loan.  At December 31,
1999,  our  automobile  loan  portfolio  totaled $77.6  million,  of which $62.2
million were originated on an indirect basis.

                                       12

<PAGE>



     Our home equity  installment loans are written so that the total commitment
amount,  when combined with the balance of the first  mortgage  lien,  generally
will not exceed the greater of 90% of the appraised value of the property or 90%
of two times the Michigan real estate assessment value.  These loans are written
with fixed terms of up to 15 years,  or up to ten years with a call option after
five years,  and carry fixed rates of interest.  We also  originate  home equity
lines of credit  utilizing  the same  underwriting  standards as for home equity
installment  loans.  Home equity  lines of credit are  revolving  line of credit
loans.  The majority of our existing home equity line of credit portfolio has an
original 10 year term;  however,  we currently offer these loans with adjustable
rates, interest only payments and a term of five years. At December 31, 1999, we
had $20.8  million of home equity  installment  loans and $32.7  million of home
equity lines of credit outstanding, representing 2.3% and 3.6%, respectively, of
our gross loan  portfolio.  At that date,  we had $41.7 million of unused credit
available under our home equity line of credit program.

     The  underwriting  standards  that we employ for consumer  loans  include a
determination  of the applicant's  payment history on other debts and ability to
meet  existing   obligations  and  payments  on  the  proposed  loan.   Although
creditworthiness of the applicant is of primary consideration,  the underwriting
process also  includes a  comparison  of the value of the  security,  if any, in
relation to the proposed loan amount.  Consumer  loans may entail greater credit
risk than do residential  mortgage  loans,  particularly in the case of consumer
loans which are unsecured or are secured by rapidly  depreciable assets, such as
automobiles.  In such cases, any repossessed collateral for a defaulted consumer
loan may not provide an adequate  source of  repayment of the  outstanding  loan
balance as a result of the greater  likelihood of damage,  loss or depreciation.
In  addition,   consumer  loan  collections  are  dependent  on  the  borrower's
continuing  financial  stability,  and thus are more  likely to be  affected  by
adverse personal circumstances.  Furthermore, the application of various federal
and state laws,  including  bankruptcy and insolvency laws, may limit the amount
which can be recovered on such loans. At December 31, 1999, $421,000 or 0.30% of
our consumer loan portfolio was  non-performing.  There can be no assurance that
delinquencies will not increase in the future.

LOAN ORIGINATIONS, PURCHASES AND SALES

     Real  estate  loans  are  originated  by our staff of loan  officers.  Loan
applications  are  taken  in most  branch  offices  and  then  submitted  to our
designated loan underwriters for approval.

     We originate  both  adjustable-rate  and  fixed-rate  loans;  however,  our
ability to originate  loans is dependent upon the relative  customer  demand for
loans in our  market.  Demand is  affected  by the  interest  rate  environment.
Currently,  almost all fixed-rate  residential mortgage loans with maturities of
15 years or greater are originated for sale to Freddie Mac with servicing rights
retained.  These  loans are  originated  to satisfy  customer  demand,  generate
servicing  fee income and are sold to achieve  the goals of our  asset/liability
management  program.  Borrowers  are allowed to lock in an interest  rate at the
date of application without a fee. We manage the volume of loans originated but
not closed by offsetting these loan  commitments  with forward  commitments from
Freddie Mac when the volume of applications exceeds $6.0 million.

            When loans are sold,  we  typically  retain the  responsibility  for
collecting  and remitting  loan  payments,  making  certain that real estate tax
payments are made on behalf of borrowers,  and otherwise servicing the loans. We
receive a servicing fee for  performing  these  functions.  The servicing fee is

                                       13

<PAGE>



recognized as income over the life of the loan. We serviced for others  mortgage
loans that we originated  and sold  amounting to $261.0  million at December 31,
1999.

     We purchase  real estate loans from  selected  sellers from time to time to
supplement our origination  volume. We carefully review and underwrite all loans
to be purchased to insure that they meet our underwriting standards.

     In periods of economic  uncertainty,  our ability to originate large dollar
volumes of real estate loans may be substantially reduced or restricted,  with a
resultant  decrease in related fee income and operating  earnings.  In addition,
our  ability to sell  loans may  substantially  decrease  as  potential  buyers,
principally government agencies, reduce their purchasing activities.

     The  following  table  shows  our  loan  origination,  purchase,  sale  and
repayment activities for the periods indicated. Fixed-rate and call option loans
that we modify are not  reflected as new loan  originations.  See  "Management's
Discussion  and Analysis of Financial  Condition  and Results of  Operations  --
Results of Operations" in the 1999 Report to Shareholders.











                                       14

<PAGE>




ORIGINATIONS BY TYPE                                Year Ended December 31,
                                                --------------------------------
                                                   1999        1998      1997
                                                ---------   ---------  ---------
                                                         (In Thousands)
ADJUSTABLE-RATE LOANS:
  Residential Mortgage Loans:
    Secured by one- to four-family ...........  $  59,376   $  36,790  $  57,043
    Construction or development ..............     47,593      10,567         --

  Commercial Loans:
    Secured by multi-family properties .......      7,727         685      1,710
    Secured by commercial properties .........      8,971         371         --
    Construction or development ..............     29,153      20,849      4,507
    Commercial business ......................     14,423      31,172     19,422

  Consumer and Other Loans ...................     12,001      27,944     12,000
                                                ---------   ---------  ---------
         Total Adjustable-Rate Loans .........    179,244     128,378     94,682
                                                ---------   ---------  ---------

FIXED-RATE LOANS:
  Residential Mortgage Loans:
    Secured by one- to four-family ...........     55,568     172,737     58,086
    Construction or development ..............      6,490      38,037     18,656

  Commercial Loans:
    Secured by multi-family properties .......      1,272      15,386      7,251
    Secured by commercial properties .........     11,140      19,396      5,836
    Construction or development ..............      2,194      38,855     13,221
    Commercial business ......................     26,583      21,168      8,798

  Consumer and Other Loans ...................     70,731      61,126     38,775
                                                ---------   ---------  ---------
         Total Fixed-Rate Loans ..............    173,978     366,705    150,623
                                                ---------   ---------  ---------

         Total Loans Originated ..............    353,222     495,083    245,305

PURCHASED LOANS:
  Secured by one- to four-family .............     20,942         112      6,039
                                                ---------   ---------  ---------

      Total Loans Originated and Purchased ...    374,164     495,195    251,344
                                                ---------   ---------  ---------

LOANS SOLD:
  Secured by one- to four-family .............     65,986     148,280     43,161

LOAN REPAYMENTS:
  Principal repayments .......................    213,796     344,526    179,735
                                                ---------   ---------  ---------

      Total Loans Sold and Repaid ............    279,782     492,806    222,896
                                                ---------   ---------  ---------
  Increase (Decrease) in Other Items, Net ....     (6,502)     19,958      5,379
                                                ---------   ---------  ---------
         Net Increase ........................  $  87,880   $  22,347  $  33,827
                                                =========   =========  =========

     Due to the  historically  low interest  rate  environment  during 1998,  we
experienced  a shift in  customer  demand  from  adjustable  rate to fixed  rate
products.  Increasing  interest  rates the latter part of 1999 caused a shift in
consumer  demand  back  to  adjustable   rate  products.   Consistent  with  our
asset/liability  management  policy, we sold a substantial  portion of our fixed
rate  products  in the  secondary  market.  In  addition,  consistent  with  our

                                       15

<PAGE>



strategic plan of achieving a more balanced loan portfolio  between  residential
mortgage,  and consumer and commercial  lending, we focused our loan origination
efforts towards originating consumer and commercial loans.

ASSET QUALITY

     When a borrower  fails to make a required  payment on a loan, we attempt to
cause the  delinquency  to be cured by contacting  the borrower.  In the case of
residential  loans,  a  late  notice  is  sent  for  accounts  30 or  more  days
delinquent.  If the  delinquency is not cured by the 60th day,  contact with the
borrower  may be made by phone and by a second  letter.  Additional  written and
oral contacts may be made with the borrower between 30 and 60 days after the due
date.  If the  delinquency  continues for a period of 60 days, we usually send a
default  letter  to the  borrower  and  after  90  days,  if the  loan is  still
delinquent,  we institute  appropriate  action to foreclose on the property.  If
foreclosed,  the property is sold at public  auction and may be purchased by us.
Delinquent consumer loans are handled in a generally similar manner, except that
initial  contacts are made when the payment is 14 days past due and  appropriate
action may be taken to collect any loan payment that is delinquent for more than
30 days.  Our procedures for  repossession  and sale of consumer  collateral are
subject to various requirements under Michigan consumer protection laws.

     DELINQUENT  LOANS.  The following table sets forth  information  concerning
delinquent  loans at December 31, 1999, in dollar amounts and as a percentage of
each category of our loan portfolio.  The amounts presented  represent the total
remaining  principal  balances  of the  related  loans,  rather  than the actual
payment amounts which are overdue.

<TABLE>
<CAPTION>
                                                         Loans Delinquent For:
                                       --------------------------------------------------------        Total Delinquent
                                               30-89 Days                 90 Days and Over                   Loans
                                       ---------------------------   --------------------------   ---------------------------
                                                          Percent                      Percent                       Percent
                                                          of Loan                      of Loan                       of Loan
                                       Number    Amount   Category   Number    Amount  Category   Number    Amount   Category
                                       ------    ------   --------   ------    ------  --------   ------    ------   --------
                                                                           (Dollars in Thousands)
<S>                                       <C>    <C>        <C>         <C>     <C>     <C>         <C>     <C>         <C>
  One- to four-family residential.....    70     $2,998     0.69%       6       $180    0.04%       76      $3,178      0.73%
  Multi-family and commercial
    real estate.......................     1        316     0.57       --         --      --         1         316      0.57
  Construction or development.........     5      1,207     0.96       --         --      --         5       1,207      0.96
  Commercial business.................    10      1,549     1.98        5        711    0.91        15       2,260      2.89
  Consumer............................    93        908     0.64       52        421    0.30       145       1,329      0.94
                                         ---     ------               ---     ------               ---      ------
      Total...........................   179     $6,978                63     $1,312               242      $8,290
                                         ===     ======               ===     ======               ===      ======
</TABLE>

     NON-PERFORMING   ASSETS.  The  table  below  sets  forth  the  amounts  and
categories of  non-performing  assets in our loan portfolio.  Interest income on
loans  accrues over the term of the loan based upon the  principal  outstanding,
except where serious doubt exists as to the  collectibility  of a loan, in which
case the accrual of interest is discontinued.  For all years presented,  we have
had no  troubled  debt  restructurings  which  involve  forgiving  a portion  of
interest or  principal on any loans or making loans at a rate or with a maturity
less than  that  customary  in our  market.  Foreclosed  assets  include  assets
acquired in settlement of loans.  The loan amounts shown do not reflect reserves
set up against such assets. See "-- Allowance for Loan Losses."

                                       16

<PAGE>




<TABLE>
<CAPTION>
                                                                                        December 31,
                                                      ------------------------------------------------------------------
                                                       1999          1998           1997           1996           1995
                                                       ----          ----           ----           ----           ----
                                                                             (Dollars in Thousands)
<S>                                                   <C>           <C>            <C>            <C>            <C>
Non-accruing loans:
  One- to four-family ..............................  $  175        $  696         $  917         $1,792         $   --
  Multi-family and commercial real estate ..........      --           879             --             --             --
  Construction or development ......................      --           609            611             --             --
  Commercial business ..............................     389           504            118             --             --
  Consumer .........................................     323           446            434            331             --
                                                      ------        ------         ------         ------         ------
     Total .........................................     887         3,134          2,080          2,123             --
                                                      ------        ------         ------         ------         ------

Accruing loans delinquent more than 90 days:
  One- to four-family ..............................       5            32             98            132          1,317
  Multi-family and commercial real estate ..........      --            --            546            426          1,110
   Construction or development .....................      --            21             --             --             --
  Commercial business ..............................     322            --             --             --             --
  Consumer .........................................      98            11              2             55              7
                                                      ------        ------         ------         ------         ------
     Total .........................................     425            64            646            613          2,434
                                                      ------        ------         ------         ------         ------

Foreclosed assets:
  One- to four-family ..............................     536           656            276             39            296
  Consumer loans ...................................     250           174            181            150             --
                                                      ------        ------         ------         ------         ------
     Total .........................................     786           830            457            189            296
                                                      ------        ------         ------         ------         ------

Total non-performing assets ........................  $2,098        $4,028         $3,183         $2,925         $2,730
                                                      ======        ======         ======         ======         ======
Total non-performing assets as a percentage
of total assets ....................................  0.21 %          0.43%          0.36%          0.34%          0.74%
                                                      ======        ======         ======         ======         ======
</TABLE>

     For the year ended  December 31, 1999,  gross  interest  income which would
have been recorded had the  non-accruing  loans been current in accordance  with
their  original  terms  amounted  to  $161,000,  none of which was  included  in
interest income.

     OTHER LOANS OF CONCERN. As of December 31, 1999, there were $2.7 million of
other loans not included in the table or discussed above where known information
about the possible credit problems of borrowers caused management to have doubts
as to the ability of the borrower to comply with present loan  repayment  terms.
These loans consist of seven commercial and  multi-family  loans, the largest of
which  was a  $2.0  million  loan  secured  by a  manufacturing  plant.  We  are
monitoring  this loan as a result of a tenant  vacancy.  The loan was current on
payments as of December 31, 1999. These loans have been considered by management
in  conjunction  with the  analysis of the  adequacy of the  allowance  for loan
losses.

     As of December  31,  1999,  there were no other  loans not  included in the
table above or discussed under "Other Loans of Concern" where known  information
about the possible credit problems of borrowers caused management to have doubts
as to the ability of the borrower to comply with present  loan  repayment  terms
and which may result in disclosure of such loans in the future.

     ALLOWANCE  FOR LOAN LOSSES.  We  established  an allowance  for loan losses
based on a  systematic  analysis  of risk  factors in the loan  portfolio.  This
analysis includes  evaluation of concentrations of credit, past loss experience,
current  economic  conditions,  amount and  composition  of the loan  portfolio,


                                       17

<PAGE>


estimated fair value of the underlying collateral, loan commitments outstanding,
delinquencies, and other factors. Because we have had limited loan losses during
our history, management also considers the loss experience of similar portfolios
in comparable lending markets. Management's analysis results in establishment of
allowance amounts by loan type, based on allocations by quality  classification.
A  portion  of the  allowance  also  consists  of an  unallocated  amount  which
increased  substantially  in 1996 due to the  combination  of AmeriBank  Federal
Savings Bank's unallocated portion of the allowance with our allowance. In 1997,
the  unallocated  portion of the  allowance  decreased as  management  allocated
larger portions of the allowance to the higher risk consumer,  construction  and
other non-residential lending portfolios due to the increased emphasis on growth
in these portfolios.  Due to our continued emphasis in these lending portfolios,
the allowance allocations grew during 1998 and 1999. The total allowance balance
was increased  throughout  1998 and 1999 in response to continued  growth in our
loan portfolio,  management's  assessment of the risks inherent in the portfolio
and charge-offs credited against the allowance account during the year. Although
management  believes  it uses  the  best  information  available  to  make  such
determinations,  future  adjustments to reserves may be necessary and net income
could be significantly  affected if circumstances  differ substantially from the
assumptions  used  in  making  the  initial  determinations.  See  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Provision  for Loan Losses," in the 1999 Report to  Shareholders.  The following
table sets forth an analysis of our allowance for loan losses.

<TABLE>
<CAPTION>
                                                                               Year Ended December 31,
                                                        ------------------------------------------------------------------
                                                          1999           1998           1997           1996          1995
                                                        -------        -------        -------        -------       -------
                                                                                  (Dollars in Thousands)
<S>                                                     <C>            <C>            <C>            <C>           <C>
Balance at beginning of period ......................   $ 3,823        $ 3,293        $ 3,129        $ 1,251       $ 1,118
Acquired from AmeriBank Federal Savings
Bank ................................................        --             --             --          1,358            --

Charge-offs:
   Consumer .........................................       544            576            615            134            28
Recoveries ..........................................       265            176            119             90             1
                                                        -------        -------        -------        -------       -------
Net charge-offs .....................................      (279)          (400)          (496)           (44)          (27)
Additions charged to operations .....................     1,170            930            660            564           160
                                                        -------        -------        -------        -------       -------
Balance at end of period ............................   $ 4,714        $ 3,823        $ 3,293        $ 3,129       $ 1,251
                                                        =======        =======        =======        =======       =======

Percentage of net charge-offs during the period
to average loans outstanding during the period ......       ---%(1)        ---%(1)        ---%(1)        ---%(1)       ---%(1)
                                                        =======        =======        =======        =======       =======

Percentage of net charge-offs during the period
to  average non-performing assets ...................      9.88%         11.09%         16.25%       ---%(1)       ---%(1)
                                                        =======        =======        =======        =======       =======
</TABLE>

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

(1)  Less than 0.10%.

                                       18

<PAGE>



            The  distribution  of our allowance for losses on loans at the dates
indicated is summarized as follows:

<TABLE>
<CAPTION>
                                                                                    December 31,
                                        --------------------------------------------------------------------------------------------
                                             1999                1998              1997               1996               1995
                                        ----------------  -----------------  -----------------  -----------------  -----------------
                                                 Percent            Percent            Percent            Percent            Percent
                                                of Loans           of Loans           of Loans           of Loans           of Loans
                                                 in Each            in Each            in Each            in Each            in Each
                                                Category           Category           Category           Category           Category
                                                to Total           to Total           to Total           to Total           to Total
                                        Amount    Loans   Amount     Loans   Amount     Loans   Amount     Loans   Amount     Loans
                                        ------    -----   ------     -----   ------     -----   ------     -----   ------     -----
                                                                               (Dollars in Thousands)
<S>                                    <C>       <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>       <C>
Residential Mortgage Loans:
  Secured by one- to four-family ....  $  242    47.99%   $  262    52.01%   $  289    62.20%   $  331    69.59%   $  166    71.24%
  Construction or development .......     244     5.64       157     3.74       306     4.27        11     2.04        53    14.53

Commercial Loans:
  Secured by multi-family ...........     418     6.18       371     6.03       279     4.97        18     4.61       413     4.50
  Secured by commercial properties ..     532     7.46       436     6.30       318     4.52       606     5.75        21     1.40
  Construction or development .......     411     8.32       390    10.64       165     4.88        43     2.50        --       --
  Business ..........................     626     8.70       504     6.59       289     4.80       150     2.02        --       --

Consumer and Other Loans:
  Automobile ........................   1,052     8.62       818     7.59       649     6.34       486     6.23        56     3.25
  Home equity lines of credit .......     163     3.64       151     3.68       162     4.17       146     3.93        70     4.10
  Home equity installment ...........     104     2.31        96     2.38       115     3.03       101     2.73        --     0.12
  Other .............................     155     1.14       129     1.04        99     0.82        44     0.60        17     0.86

Unallocated .........................     767       --       509       --       622       --     1,193       --       455       --
                                       ------   ------    ------   ------    ------   ------    ------   ------    ------   ------
     Total ..........................  $4,714   100.00%   $3,823   100.00%   $3,293   100.00%   $3,129   100.00%   $1,251   100.00%
                                       ======   ======    ======   ======    ======   ======    ======   ======    ======   ======
</TABLE>


                                       19

<PAGE>



INVESTMENT ACTIVITIES

     Generally,   our  investment  policy  is  to  invest  funds  among  various
categories  of  investments  and  maturities  based  upon  our   asset/liability
management policies, concern for the highest investment quality, liquidity needs
and  performance   objectives.   As  market  conditions   change,  we  regularly
re-evaluate the marketable securities in our portfolio.  The investment security
portfolio  currently is composed of federal  agency  securities,  collateralized
mortgage obligations,  mortgage-backed  securities,  municipal bonds,  corporate
debt securities and Federal Home Loan Bank stock.

     At December 31, 1999, our entire investment and mortgage-backed  securities
portfolios were classified as available for sale. The amortized cost, fair value
and weighted  average yield of  securities at December 31, 1999, by  contractual
maturity,  are shown  below.  Expected  maturities  may differ from  contractual
maturities  because  borrowers may have the right to call or prepay  obligations
with or without call or prepayment  penalties.  Yields on tax exempt obligations
have been computed on a tax equivalent basis.


                                                 Securities
                                        --------------------------    Weighted
                                        Amortized Cost  Fair Value Average Yield
                                        -------------------------- -------------
(Dollars in Thousands)

Due in one year or less.................   $15,051       $14,960       5.15%
Due after one year through five years...    37,175        36,445       6.18
Due after five through 10 years.........     1,578         1,583       6.42
                                           -------       -------
    Total...............................    53,804        52,988       5.87
Asset-backed debt securities(1).........    28,548        28,068       6.65
                                          --------      --------
    Total...............................   $82,352       $81,056       6.14
                                           =======       =======
---------------------------------

(1)    Consists  of  asset-backed  Small  Business   Administration   loans  and
       mortgage-backed securities.

     Due to their variable payments, asset-backed securities are not reported by
a specific maturity grouping.


                                       20

<PAGE>



     The following table sets forth the composition of our securities  portfolio
at the  dates  indicated.  For  additional  information  on our  investment  and
mortgage-backed  securities,  see Note 2 of the Notes to Consolidated  Financial
Statements in the 1999 Report to Shareholders.


                                                        December 31,
                                           ----------------------------------
                                             1999         1998         1997
                                           --------     --------     --------
                                           Carrying     Carrying     Carrying
                                            Value        Value        Value
                                           --------     --------     --------
                                                  (Dollars in Thousands)

Equity Securities ....................     $    --      $    --      $    --
                                           -------      -------      -------

Debt Securities:
  Corporate ..........................     $ 6,928      $ 8,176      $ 2,010
  Asset-backed Small Business
      Administration loans ...........       8,031       10,731       15,232
  Mortgage-backed ....................      20,037       26,544       13,203
  Government and agency ..............      45,956       25,542       25,007
  Municipal obligations ..............         104          653        1,856
                                           -------      -------      -------
      Total debt securities ..........      81,056       71,646       57,308
  Federal Home Loan Bank Stock .......      11,782       11,782        7,308
                                           -------      -------      -------

     Total securities ................     $92,838      $83,428      $64,616
                                           =======      =======      =======

SOURCES OF FUNDS

     GENERAL. Our primary sources of funds are deposits,  principal and interest
payments  on  loans,  sales  of  loans,  maturities  of  securities,  securities
available for sale and borrowings, principally Federal Home Loan Bank advances.

     DEPOSITS.  We offer a variety  of deposit  accounts  having a wide range of
interest rates and terms. Our deposits consist of passbook and statement savings
accounts,  interest and  non-interest-bearing  checking  accounts,  money market
checking and savings accounts, and certificates of deposit. Our High Performance
Checking  Account  Program  offers a variety of checking  accounts to customers.
These checking accounts  increase our core deposits,  provide the opportunity to
cross sell our other products and generate additional fee income;  however,  the
cost of servicing these accounts has increased our non-interest expense. We rely
primarily on advertising,  competitive  pricing policies and customer service to
attract and retain  these  deposits.  We solicit  deposits  from our market area
only, and have never used brokers to obtain deposits.

     The flow of  deposits  is  influenced  significantly  by  general  economic
conditions,   changes  in  money  market  and  prevailing   interest  rates  and
competition.  We offer a variety of deposit  accounts which has allowed us to be
competitive  in obtaining  funds and to respond with  flexibility  to changes in
consumer demand.  We have become more susceptible to short-term  fluctuations in
deposit flows, as customers have become more interest rate conscious.  We manage
the pricing of our  deposits  in keeping  with our  asset/liability  management,
profitability and growth objectives.  See "Management's  Discussion and Analysis
of Financial  Condition and Results of Operations - Asset/Liability  Management;
Market  Risk  Analysis"  in  the  1999  Report  to  Shareholders.  Based  on our
experience,  we believe  that our  savings,  interest  and  non-interest-bearing
checking  accounts  are  relatively  stable  sources of deposits.  However,  our

                                       21

<PAGE>



ability to attract and maintain  certificates of deposit,  and the rates paid on
these  deposits,  has been and will  continue  to be  significantly  affected by
market conditions.

     The  following  table  sets forth our  savings  flows  during  the  periods
indicated.


                                                Year Ended December 31,
                                       -----------------------------------------
                                          1999            1998           1997
                                       ----------      ---------      ----------
                                                (Dollars in Thousands)

Opening balance ..................     $ 693,632       $ 654,560      $ 622,492
Net Deposits (Withdrawals) .......        (6,319)         14,081          6,373
Interest credited ................        24,641          24,991         25,695
                                       ---------       ---------      ---------
Ending balance ...................     $ 711,954       $ 693,632      $ 654,560
                                       ---------       =========      =========

Net increase .....................     $  18,322       $  39,072      $  32,068
                                       ---------       =========      =========

Percent increase .................          2.64%           5.97%          5.15%
                                       =========       =========      =========


     The following table sets forth the dollar amount of deposits in the various
types of deposit programs that we offered at the dates indicated.

<TABLE>
<CAPTION>
                                                                              December 31,
                                           ---------------------------------------------------------------------------------
                                                     1999                         1998                        1997
                                           ------------------------      ----------------------      -----------------------
                                                           Percent                     Percent                      Percent
                                             Amount        of Total       Amount       of Total        Amount       of Total
                                           ------------------------      ----------------------      -----------------------
                                                                         (Dollars in Thousands)
<S>                                         <C>              <C>         <C>              <C>         <C>              <C>
TRANSACTION AND SAVINGS DEPOSITS:

  Noninterest-bearing .................     $ 40,969         5.75%       $ 40,813         5.88%       $ 28,431         4.34%
  Savings accounts (1.74(1)) ..........       46,022         6.46          54,475         7.85          60,143         9.19
  NOW accounts and money market
    deposit accounts (3.69(1)) ........      215,403        30.26         200,132        28.86         160,296        24.49
                                            --------       ------        --------       ------        --------       ------
      Total Non-certificates ..........      302,394        42.47         295,420        42.59         248,870        38.02
                                            --------       ------        --------       ------        --------       ------

  Certificates:
    3.00 - 4.99% ......................       68,217         9.58          26,539         3.83           9,612         1.47
    5.00 - 6.99% ......................      331,409        46.55         360,045        51.91         359,494        54.92
    7.00 - 8.99% ......................        9,934         1.40          11,241         1.62          36,109         5.52
    9.00 - 10.99% .....................           --           --             387         0.05             475          .07
                                            --------       ------        --------       ------        --------       ------
      Total Certificates ..............      409,560        57.53         398,212        57.41         405,690        61.98
                                            --------       ------        --------       ------        --------       ------

      Total Deposits ..................     $711,954       100.00%       $693,632       100.00%       $654,560       100.00%
                                            ========       ------        ========       ------        ========       ======
</TABLE>

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

(1)  At December 31, 1999.



                                       22

<PAGE>



     The following table shows rate and maturity information on our certificates
of deposit as of December 31, 1999.


                            3.00-       5.00-      7.00-                Percent
                            4.99%       6.99%      8.99%       Total    of Total
                          ------------------------------------------------------
                                          (Dollars in Thousands)
Certificate accounts maturing
in quarter ending:
-----------------------------

March 31, 2000 .......   $ 19,236    $ 52,041    $  7,278    $ 78,555     19.18%
June 30, 2000 ........     16,084      43,596       1,719      61,399     14.99
September 30, 2000 ...      6,891      49,926          20      56,837     13.88
December 31, 2000 ....      9,271      27,964         439      37,674      9.20
March 31, 2001 .......      6,436       4,185         217      10,838      2.65
June 30, 2001 ........      2,923       3,844          68       6,835      1.67
September 30, 2001 ...        573      42,590           2      43,165     10.54
December 31, 2001 ....      1,023      33,676          16      34,715      8.48
March 31, 2002 .......      1,249      35,165          10      36,424      8.89
June 30, 2002 ........      1,823      29,340          --      31,163      7.61
September 30, 2002 ...        199       3,604          --       3,803      0.93
December 31, 2002 ....        109       1,053           2       1,164      0.28
Thereafter ...........      2,400       4,425         163       6,988      1.70
                         --------    --------    --------    --------    ------
   Total .............   $ 68,217    $331,409    $  9,934    $409,560    100.00%
                         ========    ========    ========    ========    ======

   Percent of total ..      16.65%      80.92%       2.43%     100.00%
                            =====       =====        ====      ======

     The following table indicates the amount of our  certificates of deposit by
time remaining until maturity as of December 31, 1999.

<TABLE>
<CAPTION>
                                                                             Maturity
                                                      -----------------------------------------------------
                                                                       Over           Over
                                                       3 Months       3 to 6        6 to 12         Over
                                                       or Less        Months         Months       12 months        Total
                                                      --------------------------------------------------------------------
                                                                                  (In Thousands)
<S>                               <C>                 <C>            <C>            <C>            <C>            <C>
Certificates of deposit less than $100,000 .........  $ 69,235       $ 52,936       $ 82,958       $155,844       $360,973

Certificates of deposit of  $100,000 or more .......     9,320          8,463         11,553         19,251         48,587
                                                      --------       --------       --------       --------       --------

  Total certificates of deposit ....................  $ 78,555       $ 61,399       $ 94,511       $175,095       $409,560
                                                      ========       ========       ========       ========       ========
</TABLE>

     BORROWINGS.  Our other available sources of funds include advances from the
Federal Home Loan Bank of Indianapolis and other borrowings.  As a member of the
Federal Home Loan Bank of Indianapolis,  we are required to own capital stock in
the Federal Home Loan Bank and are  authorized  to apply for  advances  from the
Federal Home Loan Bank.  Each Federal Home Loan Bank credit  program has its own
interest  rate,  which may be fixed or variable,  and range of  maturities.  The
Federal Home Loan Bank of  Indianapolis  may prescribe the  acceptable  uses for
these advances, as well as limitations on the size of the advances and repayment
provisions.

     We have  borrowed  funds from the  Federal  Home Loan Bank of  Indianapolis
primarily under its fixed-rate  lending  programs,  with terms requiring monthly
interest payments and principal payments due upon maturity.  To a lesser extent,

                                       23

<PAGE>



we have used putable and variable rate advances to reduce our cost of borrowing.
A putable advance provides us with a low fixed interest rate in exchange for the
Federal Home Loan Bank to have the option to convert the advance before maturity
on any given  conversion  date to an  adjustable  rate advance of  predetermined
index  for the  remaining  term  to  maturity.  Variable  rate  advances  adjust
periodically  based upon a predetermined  index for a set period of time. Of the
$216.4 million of advances outstanding at December 31, 1999, $102.4 million were
fixed term and rate,  $64.0 million were putable advances and $50.0 million were
adjustable rate advances.  We utilize Federal Home Loan Bank advances as part of
our asset/liability  management strategy in order to cost effectively extend the
maturity of our liabilities. We are subject to a fee if we prepay the advance.

     At December 31, 1999,  we had $216.4  million of advances  from the Federal
Home Loan Bank of Indianapolis  and the capacity to borrow up to $299.7 million;
however,  the  current  Board  policy  limits our  borrowing  capacity to $254.3
million. For additional information on our borrowings and maturities, see Note 8
of the Notes to Consolidated  Financial  Statements contained in the 1999 Report
to Shareholders.

     The following  table sets forth the maximum  month-end  balance and average
balance of Federal Home Loan Bank advances for the periods indicated.


                                                Year Ended December 31,
                                          ----------------------------------
                                            1999         1998         1997
                                          ---------    --------     --------
                                                    (In Thousands)
DURING THE PERIODS:

MAXIMUM BALANCE:
  Federal Home Loan Bank advances ......  $216,353     $169,768     $145,458

AVERAGE BALANCE:
  Federal Home Loan Bank advances ......  $171,179     $160,533     $140,746

     The  following  table  sets  forth  the end of  period  interest  rates and
balances at the dates indicated:


                                                    December 31,
                                     ------------------------------------------
                                         1999           1998           1997
                                     -----------    -----------    ------------
                                                  (Dollars in Thousands)
Federal Home Loan Bank advances ...  $   216,353    $   160,268    $   145,458

Weighted average interest rate of
  Federal Home Loan Bank advances..         5.88%          5.91%          5.98%


SUBSIDIARY AND OTHER ACTIVITIES

     AmeriBank  has three  wholly-owned  subsidiaries:  OS  Services,  Inc.  and
AmeriPlan Financial  Services,  Inc. and AmeriBank Mortgage Company. At December
31, 1999,  AmeriBank's  investment in its subsidiaries totaled $1.7 million. The
subsidiaries of AmeriBank generated net income of $409,000 during 1999.

                                       24

<PAGE>



     OS Services,  Inc. invests in the stock of MMLIC Life Insurance  Company, a
subsidiary of the Minnesota Mutual Life Insurance Company, St. Paul,  Minnesota.
In addition,  OS Services invests in limited  partnerships  that are involved in
developing  and providing  affordable  housing.  The  partnerships  also provide
investors with low income housing tax credits  available under Section 42 of the
Internal Revenue Code of 1986, as amended. AmeriBank, through OS Services has an
equity investment in the partnerships  totaling  $803,000.  In addition,  Ottawa
Financial  received  $345,000  in tax  credits  during 1999 as a result of these
activities.

     AmeriPlan's  operations consist of offering investment products,  including
mutual funds and annuities, as well as discount brokerage services.  AmeriPlan's
gross  revenues from sales of these  products and services  amounted to $858,000
for 1999.

     As of January 1, 2000, AmeriBank's  residential mortgage lending operations
were  segregated  and  transferred  to  AmeriBank  Mortgage  Company.  AmeriBank
Mortgage  Company's  operations  include  originating  and  selling  residential
mortgage loans.  The reason for segregating  these  operations is to allow us to
more accurately monitor the operation's  profitability and performance,  as well
as to achieve more favorable state tax treatment.

REGULATION

     GENERAL. AmeriBank is a state chartered savings bank, the deposits of which
are  federally  insured  and  backed by the full  faith  and  credit of the U.S.
Government.  Accordingly, AmeriBank is subject to broad regulation and oversight
by the Michigan Financial  Institutions Bureau and the FDIC extending to all its
operations.  AmeriBank is a member of the Federal Home Loan Bank of Indianapolis
and is subject to certain  limited  regulation  by the Board of Governors of the
Federal  Reserve  System.  As the savings and loan holding company of AmeriBank,
Ottawa  Financial  also is subject to federal  regulation  and  oversight by the
Office of Thrift Supervision.

     INSURANCE OF ACCOUNTS AND REGULATION BY THE FDIC.  AmeriBank is a member of
the Savings  Association  Insurance  Fund,  which is  administered  by the FDIC.
Deposits are insured up to applicable  limits by the FDIC. As insurer,  the FDIC
imposes deposit insurance premiums and is authorized to conduct  examinations of
and to require reporting by FDIC insured institutions.  It also may prohibit any
FDIC insured  institution  from engaging in any activity the FDIC  determines by
regulation or order to pose a serious risk to the Savings Association  Insurance
Fund or the Bank Insurance Fund.

     The FDIC's  deposit  insurance  premiums are assessed  through a risk-based
system under which all insured  depository  institutions  are placed into one of
nine  categories  and  assessed  insurance  premiums  based upon their  level of
capital and supervisory evaluation. Under the system, institutions classified as
well  capitalized  (i.e., a core capital ratio of at least 5%, a ratio of Tier 1
or core capital to  risk-weighted  assets  ("Tier 1  risk-based  capital") of at
least 6% and a risk-based  capital ratio of at least 10%) and considered healthy
pay the  lowest  premium  while  institutions  that  are  less  than  adequately
capitalized (i.e., core or Tier 1 risk-based capital ratios of less than 4% or a
risk-based  capital  ratio  of less  than  8%)  and  considered  of  substantial
supervisory concern pay the highest premium.  Risk classification of all insured
institutions  is made by the FDIC  semi-annually.  At December 31, 1999, we were

                                       25

<PAGE>



classified  as a  well-capitalized  institution  and  was  not  subject  to  any
assessment.  See Note 11 of Notes to  Consolidated  Financial  Statements in the
1999 Report to Shareholders.

     Effective January 1, 1997, the premium schedule for Bank Insurance Fund and
Savings  Association  Insurance  Fund insured  institutions  ranged from 0 to 27
basis points. However,  Savings Association Insurance Fund-insured  institutions
and Bank  Insurance  Fund-insured  institutions  are required to pay a Financing
Corporation assessment, in order to fund the interest on bonds issued to resolve
thrift  failures in the 1980s. In 1998, this amount was equal to about six basis
points for each $100 in domestic deposits for Savings Association Insurance Fund
members while Bank Insurance Fund-insured  institutions paid an assessment equal
to about  1.50 basis  points for each $100 in  domestic  deposits.  The  savings
institutions  assessment  is expected to be reduced to about two basis points no
later than January 1, 2000, when Bank Insurance Fund- insured institutions fully
participate in the  assessment.  These  assessments,  which may be revised based
upon the level of Bank  Insurance  Fund and Savings  Association  Insurance Fund
deposits, will continue until the bonds mature in the year 2017.

     CAPITAL REQUIREMENTS. Under FDIC regulations,  state-charted banks that are
not members of the Federal Reserve System ("State nonmember banks") are required
to maintain a minimum leverage capital requirement consisting of a ratio of Tier
1 capital to total assets of 3%, if the FDIC  determines that the institution is
not anticipating or experiencing  significant  growth and has well-  diversified
risk, including not undue interest rate risk exposure,  excellent asset quality,
high  liquidity,  good  earnings and in general is  considered a strong  banking
organization,  rated composite 1 under the Uniform Financial Institutions Rating
System  (the  CAMELs  rating  system)   established  by  the  Federal  Financial
Institutions Examination Council. For all but the most highly rated institutions
meeting  the  conditions  set forth  above,  a ratio of Tier 1 capital  to total
assets of not less  than 4% must be  maintained.  Tier 1  capital  is the sum of
common shareholders' equity,  noncumulative perpetual preferred stock, including
any related surplus and minority interests in consolidated  subsidiaries,  minus
all intangible  assets,  other than certain purchased  mortgage servicing rights
and  purchased  credit card  relationships,  minus  identified  losses and minus
investments in securities subsidiaries.

     In addition to the leverage  ratios,  State nonmember banks must maintain a
minimum ratio of qualifying  total capital to  risk-weighted  assets of at least
8.0%,  of which at least 4%  points  must be Tier 1  capital.  Qualifying  total
capital consists of Tier 1 capital plus Tier 2 or  supplementary  capital items,
which  include  allowances  for  loan  losses  in an  amount  of up to  1.25% of
risk-weighted assets,  perpetual preferred stock that does not qualify as Tier 1
capital and long-term  preferred stock with an original  maturity of at least 20
years and certain other capital  instruments.  The  includable  amount of Tier 2
capital  cannot  exceed a bank's  Tier 1 capital.  Qualifying  total  capital is
further  reduced by the amount of the bank's  investments in banking and finance
subsidiaries  that  are  not  consolidated  for  regulatory   capital  purposes,
reciprocal   cross-holdings  of  capital   securities  issued  by  other  banks,
investments in securities  subsidiaries and certain other deductions.  Under the
FDIC  risk-weighting  systems,  all of the bank's  balance  sheet assets and the
credit equivalent amounts of certain off-balance sheet items are assigned to one
of four  broad risk  weight  categories.  The  aggregate  dollar  amount of each
category is multiplied by the risk weight assigned to that category.  The sum of
these weighted values equals the bank's risk-weighted assets.

                                       26

<PAGE>




     At December 31, 1999,  AmeriBank's  ratio of Tier 1 capital of total assets
was 6.7%, its ratio of Tier 1 capital to  risk-weighted  assets was 9.5% and its
ratio of total capital to risk-weighted  assets was 10.2%. At December 31, 1999,
AmeriBank was classified as "well capitalized" under FDIC regulations.

     DIVIDEND LIMITATIONS.  AmeriBank may not pay dividends on its capital stock
if its  regulatory  capital  would  thereby  be reduced  below the  amount  then
required  for the  liquidation  account  established  for the benefit of certain
depositors of AmeriBank at the time of its conversion to stock form. AmeriBank's
earnings  appropriated  to bad debt reserves and deducted for federal income tax
purposes are not available for payment of cash dividends or other  distributions
to  shareholders  without  payment  of  taxes at the  then  current  tax rate by
AmeriBank  on the  amount  of  earnings  removed  from  the  reserves  for  such
distributions.

     Under FDIC  regulation,  AmeriBank  is  prohibited  from making any capital
distributions  if after making the  distribution,  AmeriBank  would have:  (i) a
total  risk-based  capital  ratio of less than  8.0%;  (ii) a Tier 1  risk-based
capital ratio of less than 4.0%; or (iii) a leverage ratio of less than 4.0%.

     COMMUNITY  REINVESTMENT  ACT. Under the Community  Reinvestment  Act, every
FDIC insured institution has a continuing and affirmative  obligation consistent
with safe and sound  banking  practices  to help  meet the  credit  needs of its
entire community, including low and moderate income neighborhoods. The Community
Reinvestment  Act requires  the FDIC,  in  connection  with the  examination  of
AmeriBank, to assess the institution's record of meeting the credit needs of its
community  and to take this record  into  account in its  evaluation  of certain
applications,  such as a merger or the  establishment of a branch, by AmeriBank.
An  unsatisfactory  rating  may be  used  as the  basis  for  the  denial  of an
application  by the Office of Thrift  Supervision.  AmeriBank  was  examined for
Community  Reinvestment  Act  compliance in August 1999 and received a rating of
"satisfactory."

     HOLDING COMPANY REGULATION.  Ottawa Financial is a unitary savings and loan
holding  company  subject  to  regulatory  oversight  by the  Office  of  Thrift
Supervision.  Ottawa Financial is required to register and file reports with and
is subject to regulation and examination by the Office of Thrift Supervision. In
addition, the Office of Thrift Supervision has enforcement authority over Ottawa
Financial and its non-savings association subsidiaries.

     As a unitary savings and loan holding company,  Ottawa Financial  generally
is not subject to activity restrictions. If Ottawa Financial acquires control of
another savings association as a separate subsidiary, it would become a multiple
savings and loan holding company, and the activities of Ottawa Financial and any
of its  subsidiaries  other  than  AmeriBank  or any other  Savings  Association
Insurance Fund insured savings  institution,  would generally  become subject to
additional restrictions.

            FEDERAL  SECURITIES LAW. The stock of Ottawa Financial is registered
with the SEC under the  Securities  Exchange  Act of 1934,  as  amended.  Ottawa
Financial is subject to the  information,  proxy  solicitation,  insider trading
restrictions and other requirements of the SEC under the Securities Exchange Act
of 1934, as amended.


                                       27

<PAGE>



     Ottawa  Financial  stock  held by  persons  who are  affiliates,  generally
including executive officers, directors and 10% shareholders of Ottawa Financial
may not be resold without registration or unless sold in accordance with certain
resale  restrictions.   If  Ottawa  Financial  meets  specified  current  public
information requirements,  each affiliate of Ottawa Financial is able to sell in
the  public  market,  without  registration,  a limited  number of shares in any
three-month period.

     FEDERAL  HOME LOAN BANK  SYSTEM.  We are a member of the Federal  Home Loan
Bank of  Indianapolis,  which is one of 12 regional Federal Home Loan Banks that
administers  the home financing  credit function of savings  institutions.  Each
Federal  Home Loan Bank  serves as a reserve  or  central  bank for its  members
within  its  assigned  region.  It makes  loans to members  in  accordance  with
policies and  procedures,  established  by the board of directors of the Federal
Home Loan  Bank,  which are  subject to the  oversight  of the  Federal  Housing
Finance  Board.  All advances from the Federal Home Loan Bank are required to be
fully  secured by  sufficient  collateral as determined by the Federal Home Loan
Bank. In addition,  all long-term  advances  must be used for  residential  home
financing.

     As a member,  we are required to purchase and maintain stock in the Federal
Home Loan Bank of  Indianapolis.  At December 31, 1999,  we had $11.8 million in
Federal Home Loan Bank stock, which was in compliance with this requirement.  We
receive  dividends  on our  Federal  Home  Loan Bank  stock.  Over the past five
calendar  years,  these  dividends  have  averaged  8.4% and  were  8.0% for the
calendar year 1999.  For the year ended December 31, 1999, the Federal Home Loan
Bank of Indianapolis paid us dividends totaling $943,000.

     MICHIGAN  BANKING LAW.  Effective  July 1, 1996,  the Michigan  Legislature
enacted the Michigan Savings Bank Act. In several respects, the Michigan Savings
Bank Act  contains  provisions  similar to the  Michigan  Banking  Code of 1969.
Pursuant to the Michigan Savings Bank Act, AmeriBank  converted its charter from
that of a federal savings bank to that of a Michigan savings bank.

     As a  state-chartered  savings  bank,  AmeriBank is subject to the Michigan
Savings  Bank Act and the  regulations  of the Michigan  Financial  Institutions
Bureau adopted  thereunder,  as well as other applicable  provisions of Michigan
law.  AmeriBank  derives  its lending and  investment  powers from the  Michigan
Savings  Bank  Act,  and  is  subject  to  periodic  examination  and  reporting
requirements by the Financial Institutions Bureau. The Michigan Savings Bank Act
further regulates many of the internal operating affairs of AmeriBank, including
the  activities  of the board of  directors  and the noticing and conduct of the
annual shareholder meetings.

     In order to maintain its qualification as a savings bank under the Michigan
Savings Bank Act,  AmeriBank must maintain at least 50% of its total assets,  as
measured by monthly averages  calculated at the close of each calendar month, in
at least 9 months of the immediately  preceding 12 months,  in certain  consumer
related assets, including residential single and multi-family loans, home equity
loans,  stock issued by a federal home loan bank,  loans to small businesses and
loans for personal, family, household or education purposes.

            FEDERAL   TAXATION.   Savings   institutions   that   meet   certain
definitional  tests relating to the  composition of assets and other  conditions
prescribed  by the  Internal  Revenue  Code,  had been  permitted  to  establish

                                       28

<PAGE>



reserves for bad debts and to make annual  additions which may, within specified
formula limits,  be taken as a deduction in computing taxable income for federal
income  tax  purposes.  The  amount  of  the  bad  debt  reserve  deduction  for
"non-qualifying  loans" was computed under the experience  method. The amount of
the bad debt reserve  deduction for "qualifying  real property loans," which are
generally  loans secured by improved real estate,  was computed under either the
experience method or the percentage of taxable income method.

     The  percentage  of  specially  computed  taxable  income  that was used to
compute a savings  institution's bad debt reserve deduction under the percentage
of taxable  income  method was 8%.  This  percentage  was  reduced by the amount
permitted as a deduction for  non-qualifying  loans under the experience method.
The availability of the percentage of taxable income method permitted qualifying
savings  institutions to be taxed at a lower  effective  federal income tax rate
than that applicable to corporations  generally,  which is  approximately  31.3%
assuming the maximum percentage bad debt deduction.

     In addition to the regular  income  tax,  corporations,  including  savings
institutions, generally are subject to a minimum tax. An alternative minimum tax
is imposed at a minimum tax rate of 20% on alternative  minimum  taxable income,
which  is the  sum of a  corporation's  regular  taxable  income,  with  certain
adjustments,  and tax  preference  items,  less  any  available  exemption.  The
alternative  minimum tax is imposed to the extent it exceeds  the  corporation's
regular  income  tax and net  operating  losses  can  offset no more than 90% of
alternative  minimum taxable income.  For taxable years beginning after 1986 and
before 1996, corporations,  including savings institutions, were also subject to
an environmental tax equal to .12% of the excess of alternative  minimum taxable
income for the taxable year, which is determined without regard to net operating
losses and the deduction for the environmental tax, over $2.0 million.

     To the extent  earnings  appropriated to a savings  institution's  bad debt
reserves for  "qualifying  real property  loans" and deducted for federal income
tax purposes  exceed the allowable  amount of such reserves  computed  under the
experience method and to the extent of the institution's  supplemental  reserves
for losses on loans , such reserves for losses on loans may not, without adverse
tax  consequences,  be  utilized  for the  payment  of cash  dividends  or other
distributions   to  a  shareholder,   including   distributions  on  redemption,
dissolution or  liquidation,  or for any other purpose except to absorb bad debt
losses.  As of December 31, 1999, our supplemental  reserves for losses on loans
for tax purposes totaled approximately $12.3 million.

     Ottawa Financial and its subsidiaries file consolidated  federal income tax
returns on a calendar year basis using the accrual method of accounting. Savings
institutions, such as AmeriBank, that file federal income tax returns as part of
a consolidated group are required by applicable  Treasury  regulations to reduce
their taxable income for purposes of computing the percentage bad debt deduction
for losses attributable to activities of the non-savings  institution members of
the consolidated  group that are  functionally  related to the activities of the
savings institution member.

     We have been audited by the Internal  Revenue  Service ("IRS") with respect
to  consolidated  federal income tax returns for 1990 through 1993 and for 1995.
With respect to years examined by the IRS, all deficiencies have been satisfied.

                                       29

<PAGE>




     MICHIGAN  TAXATION.  The  State of  Michigan  imposes  a tax on  intangible
personal property in the amount of $.20 per $1,000 of deposits of a savings bank
or a savings and loan  institution less deposits owed to the federal or Michigan
state governments, their agencies or certain other financial institutions.  This
tax has been  repealed  effective  January 1, 1998.  The State of Michigan  also
imposes a "Single  Business Tax," which is a value-added  type of tax and is for
the privilege of doing business in the State of Michigan.  The major  components
of the Single  Business  Tax base are  compensation,  depreciation  and  federal
taxable  income,  as increased by net  operating  loss carry  forwards,  if any,
utilized in arriving at federal  taxable  income,  and  decreased by the cost of
acquisition  of tangible  assets  during the year.  The tax rate is 2.30% of the
Michigan adjusted tax base.

     DELAWARE  TAXATION.  As a Delaware  holding  company,  Ottawa  Financial is
exempted  from Delaware  corporate  income tax but is required to file an annual
report with and pay an annual fee to the State of Delaware.  Ottawa Financial is
also subject to an annual franchise tax imposed by the State of Delaware.

COMPETITION

     We face strong  competition in originating  loans and attracting  deposits.
Competition  comes from other  commercial  banks,  other  savings  institutions,
credit unions,  mortgage banking companies and other non-bank financial services
companies including insurance companies and investment firms.  Finance companies
compete with us for consumer loan business.

     We  attract  all  of  our  deposits  through  AmeriBank's  branch  offices,
primarily  from the  communities  in which those  branch  offices  are  located;
therefore,  competition  for those  deposits is  principally  from other savings
institutions,  commercial  banks,  credit  unions,  mutual  funds and  insurance
companies.  We  compete  for these  deposits  by  offering  a variety of deposit
accounts at competitive rates,  convenient business hours, and convenient branch
locations with interbranch deposit and withdrawal  privileges.  Automated teller
machine facilities are also available at most of AmeriBank's 27 locations.

     Our six county market area has a strong base of financial  institutions and
several  of  those  competitors  are much  larger  than we are in terms of total
deposits and number of branches.  The largest  commercial banks operating in the
market area are National City, Old Kent,  Huntington Bank, Bank One and Michigan
National  Bank.  Despite  the  presence  of  significant  competition,  we  have
demonstrated  the ability to sustain  positive  deposit  growth rates during the
past  several  years.  Growth of deposits  can be  attributed  to a strong local
economy, customer loyalty and our local orientation.

EMPLOYEES

            At December 31, 1999, we had a total of 320 employees,  including 90
part-time  employees.  Our  employees  are  not  represented  by any  collective
bargaining group. Management considers our employee relations to be good.

                                       30

<PAGE>



EXECUTIVE OFFICERS OF OTTAWA FINANCIAL

     DOUGLAS J. IVERSON. Mr. Iverson,  age 50, was appointed,  effective January
1, 1999,  Chief  Executive  Officer  and Vice  Chairman  of the Boards of Ottawa
Financial and  AmeriBank.  Previously,  he served as Executive  Vice  President,
Secretary  and Chief  Operating  Officer of Ottawa  Financial  and President and
Secretary of AmeriBank.  Mr. Iverson joined AmeriBank in 1972, and has served in
numerous capacities during such tenure.

     RONALD L. HAAN. Mr. Haan, age 46, was appointed, effective January 1, 1999,
President  and Chief  Operating  Officer  of  Ottawa  Financial  and  AmeriBank.
Previously, he served as Senior Vice President and Assistant Secretary of Ottawa
Financial and Executive Vice President and Assistant Secretary of AmeriBank. Mr.
Haan also serves as a director of Ottawa Financial and AmeriBank. Before joining
Ottawa  Financial in February  1996,  he was employed in 1989 as Executive  Vice
President  of AmeriBank  Federal  Savings  Bank  ("AFSB,"  which was acquired by
Ottawa  Financial in February  1996) and in February  1990 was  appointed  Chief
Financial  Officer.  In December  1990,  Mr. Haan was elected  President,  Chief
Administrative  Officer and a director of AmeriBank  Federal Savings Bank. Prior
to his  employment at AmeriBank  Federal  Savings Bank, Mr. Haan was employed by
MetroBanc Federal Savings Bank of Grand Rapids,  Michigan,  from 1978 to 1987 as
Vice President,  and from 1987 to 1989 at Comerica Bank, Grand Rapids, Michigan,
as Vice President and Regional Manager.

     LEE PANKRATZ, age 49, is Senior Vice President and Chief Lending Officer of
AmeriBank.  He has been  involved in banking  since 1972 working  primarily as a
lending officer.  Prior to joining  AmeriBank in 1996, Mr. Pankratz was employed
by AFSB as Senior  Vice  President  of  Lending  since  1990.  He has  extensive
background in all phases of lending with particular  emphasis in commercial real
estate. Mr. Pankratz has a BA from Olivet College.

     JON W.  SWETS.  Mr.  Swets,  age 34, is  Senior  Vice  President  and Chief
Financial Officer of Ottawa Financial and AmeriBank.  He joined Ottawa Financial
and AmeriBank in these  capacities  in November  1996.  Prior to joining  Ottawa
Financial and AmeriBank,  Mr. Swets was a Senior Manager with Crowe,  Chizek and
Company LLP, a large public accounting firm. Mr. Swets joined Crowe,  Chizek and
Company LLP as a staff accountant in June 1987.

     TIMOTHY  LOCKWOOD,  age 46, is  Senior  Vice  President  of  Operations  of
AmeriBank.  He has been involved in banking since 1976 working  primarily in the
area of operations and  accounting.  Prior to joining  AmeriBank in 1996, he was
employed as Senior Vice President and Chief Financial  Officer of AFSB. Prior to
AFSB, Mr. Lockwood was employed by AmeriTrust in Elkhart,  Indiana, where he had
worked  since  1976 in the  area of  accounting.  Mr.  Lockwood  holds a BS from
Indiana University.

     CHERYL  BLOUW,  age 52, is Senior  Vice  President  of  Retail  Banking  of
AmeriBank.  Mrs. Blouw has been with AmeriBank since 1980,  working primarily in
the area of retail banking.

ITEM 2. PROPERTIES

     Our  operations  are  conducted  through  AmeriBank's  main  office  and 26
branches,  including a  "drive-up"  facility.  At December  31,  1999,  we owned
AmeriBank's  main office and 24 of its branch offices;  the remaining two branch


                                       31

<PAGE>


offices and the land on which they are situated were leased.  As of December 31,
1999,  the  net  book  value  of  our  investment  in  premises,  equipment  and
leaseholds, excluding computer equipment, was approximately $14.4 million.

     We  maintain  an  on-line  data base of  depositor  and  borrower  customer
information.  The net book value of the data  processing and computer  equipment
and software utilized by Ottawa Financial at December 31, 1999 was $1.8 million.

ITEM 3. LEGAL PROCEEDINGS

     Ottawa  Financial is involved as  plaintiff  or defendant in various  legal
actions arising in the normal course of business.  While the ultimate outcome of
these  proceedings  cannot be  predicted  with  certainty,  it is the opinion of
management,   after  consultation  with  our  counsel  representing  us  in  the
proceedings, that the resolution of these proceedings should not have a material
effect on our results of  operations.  See Note 10 of the Notes to  Consolidated
Financial Statements in the 1999 Report to Shareholders.

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

     No  matter  was  submitted  to a vote  of  security  holders,  through  the
solicitation  of proxies or  otherwise,  during the quarter  ended  December 31,
1999.


                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
        HOLDER MATTERS

     The section  entitled  "Shareholder  Information  - Market" of the attached
1999 Report to  Shareholders  for year ended  December 31, 1999 is  incorporated
herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

     The section entitled "Selected  Consolidated  Financial Information" of the
attached  1999  Report to  Shareholders  for year  ended  December  31,  1999 is
incorporated herein by reference.

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

     The section  entitled  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations" of the attached 1999 Report to Shareholders
for year ended December 31, 1999 is incorporated herein by reference.


                                       32

<PAGE>



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The section  entitled  "Management  Discussion  of Financial  Condition and
Results of Operations - Asset/Liability  Management" of the attached 1999 Report
to  Shareholders  for year ended  December  31, 1999 is  incorporated  herein by
reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The section entitled  "Consolidated  Financial  Statements" of the attached
1999 Report to  Shareholders  for year ended  December 31, 1999 is  incorporated
herein by reference.

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

     There has been no Current  Report on Form 8-K filed  within 24 months prior
to the  date of the most  recent  financial  statements  reporting  a change  of
accountants and/or reporting disagreements on any matter of accounting principle
or financial statement disclosure.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

     Information concerning directors of Ottawa Financial is incorporated herein
by reference  from the  definitive  proxy  statement  for the Annual  Meeting of
Shareholders to be held in April 2000,  except for  information  contained under
the  heading  "Compensation  Committee  Report on  Executive  Compensation"  and
"Shareholder Return Performance Presentation", a copy of which will be filed not
later than 120 days after the close of the fiscal year.

EXECUTIVE OFFICERS

     Information  concerning executive officers of Ottawa Financial is set forth
under the caption "Executive  Officers of Ottawa Financial"  contained in Part I
of this Form 10-K.

COMPLIANCE WITH SECTION 16(A)

     Information  concerning  compliance  with Section  16(a) of the  Securities
Exchange Act of 1934 is  incorporated  herein by reference  from the  definitive
proxy statement for the Annual Meeting of Shareholders to be held in April 2000,
except for  information  contained  under the  heading  "Compensation  Committee
Report  on  Executive   Compensation"   and  "Shareholder   Return   Performance
Presentation",  a copy of which  will be filed not later than 120 days after the
close of the fiscal year.

                                       33

<PAGE>



ITEM 11. EXECUTIVE COMPENSATION

     Information  concerning  executive  compensation is incorporated  herein by
reference  from  the  definitive  proxy  statement  for the  Annual  Meeting  of
Shareholders to be held in April 2000,  except for  information  contained under
the  heading  "Compensation  Committee  Report on  Executive  Compensation"  and
"Shareholder Return Performance Presentation", a copy of which will be filed not
later than 120 days after the close of the fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information  concerning security ownership of certain beneficial owners and
management  is  incorporated  herein  by  reference  from the  definitive  proxy
statement  for the Annual  Meeting  of  Shareholders  to be held in April  2000,
except for  information  contained  under the  heading  "Compensation  Committee
Report  on  Executive   Compensation"   and  "Shareholder   Return   Performance
Presentation",  a copy of which  will be filed not later than 120 days after the
close of the fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information  concerning certain  relationships and related  transactions is
incorporated  herein by reference  from the definitive  proxy  statement for the
Annual Meeting of Shareholders to be held in April 2000,  except for information
contained  under  the  heading  "Compensation   Committee  Report  on  Executive
Compensation" and "Shareholder Return Performance Presentation", a copy of which
will be filed not later than 120 days after the close of the fiscal year.












                                       34

<PAGE>




                                     PART IV

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

(a)    THE FOLLOWING IS A LIST OF DOCUMENTS FILED AS PART OF THIS REPORT:

     (1) FINANCIAL  STATEMENTS:  The following financial statements are included
under Part II, Item 8 of this Form 10-K:


     1. Report of Independent Auditors.

     2. Consolidated Balance Sheets at December 31, 1999 and 1998.

     3.Consolidated  Statements of Income for the Years ended December 31, 1999,
       1998 and 1997.

     4.Consolidated  Statements of Changes in Shareholders' Equity for the Years
       ended December 31, 1999, 1998 and 1997.

     5.Consolidated  Statements  of Cash Flows for the Years ended  December 31,
       1999, 1998 and 1997.

     6.Consolidated  Statements  of  Comprehensive  Income  for the Years  ended
       December 31, 1999, 1998 and 1997.

     7. Notes to Consolidated Financial Statements.

     8. Ottawa Financial Corporation Quarterly Financial Data.

     (2) FINANCIAL STATEMENT  SCHEDULES:  All financial statement schedules have
been omitted as the  information is not required under the related  instructions
or is inapplicable.

     (3) EXHIBITS: See Index to Exhibits.

(b)    REPORTS ON FORM 8-K: No current reports were filed on Form 8-K during the
       quarter ended December 31, 1999.

                                       35

<PAGE>



                                   SIGNATURES


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

                                        OTTAWA FINANCIAL CORPORATION



Date:  March 29, 2000                   By: /s/ Douglas J. Iverson
       -------------------                  ------------------------------------
                                            Douglas J. Iverson
                                            Vice Chairman of the Board and Chief
                                            Executive Officer
                                            (DULY AUTHORIZED REPRESENTATIVE)


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


<TABLE>
<CAPTION>

<S>                                                     <C>
By: /s/ Douglas J. Iverson                              By: /s/ Gordon H. Cunningham
    -------------------------------------------             --------------------------------------------
       Douglas J. Iverson, Vice Chairman of                    Gordon H. Cunningham, Chairman of
         the Board and Chief Executive Officer                    the Board
         (PRINCIPAL EXECUTIVE OFFICER)

Date:  March 29, 2000                                   Date:  March 29, 2000
       ---------------                                         ---------------



By: /s/ Ronald L. Haan                                  By: /s/ Gordon L. Grevengoed
    -------------------------------------------             --------------------------------------------
       Ronald L. Haan, President and Director                  Gordon L. Grevengoed, Director


Date:  March 29, 2000                                   Date:  March 29, 2000
       ---------------                                         ---------------



By: /s/ Leon E. Koops                                   By: /s/ Brian W. Koop
    -------------------------------------------             --------------------------------------------
       Leon E. Koops, Director                              Brian W. Koop, Director

Date:  March 29, 2000                                   Date:  March 29, 2000
       ---------------                                         ---------------



<PAGE>







By: /s/ Ronald J. Bieke                                 By: /s/ B. Patrick Donnelly, III
    -------------------------------------------             --------------------------------------------
       Ronald J. Bieke, Director                               B. Patrick Donnelly, III, Director

Date:  March 29, 2000                                   Date:  March 29, 2000
       ---------------                                         ---------------



By: /s/ Robert D. Kolk                                  By: /s/ Richard T. Walsh
    -------------------------------------------             --------------------------------------------
       Robert D. Kolk, Director                                Richard T. Walsh, Director

Date:  March 29, 2000                                   Date:  March 29, 2000
       ---------------                                         ---------------



By: /s/ Jon W. Swets
    -------------------------------------------
       Jon W. Swets, Vice President and
        Chief Financial Officer (PRINCIPAL
        FINANCIAL AND ACCOUNTING OFFICER)

Date:  March 29, 2000
       ---------------

</TABLE>


<PAGE>



                                INDEX TO EXHIBITS

 Exhibit
 Number                                           Document
-----------      ---------------------------------------------------------------

  3(i)           Registrant's  Certificate  of  Incorporation  as  currently  in
                 effect,  filed on March 18, 1994 as an exhibit to  Registrant's
                 Registration  Statement  on Form S-1 (File No. 33-  76600),  is
                 incorporated herein by reference.

  3(ii)          Registrant's  Amended and  Restated  Bylaws,  as amended and as
                 currently  in effect, filed as an exhibit  to the  Registrant's
                 Report on Form 10-K for the year ended  December 31, 1998 (File
                 No. 0-24118), is incorporated herein by reference.

  4              Registrant's  Specimen  Stock  Certificate,  filed on March 18,
                 1994 as an exhibit to  Registrant's  Registration  Statement on
                 Form  S-1  (File  No.  33-76600),  is  incorporated  herein  by
                 reference.

  10.1           Employment   Agreement   between  the  Registrant's   operating
                 subsidiary  and Douglas J. Iverson,  filed on March 18, 1994 as
                 an exhibit to Registrant's  Registration  Statement on Form S-1
                 (File No. 33-76600), is incorporated herein by reference.

  10.2           Employment   Agreement   between  the  Registrant's   operating
                 subsidiary and Ronald L. Haan.

  10.3           Registrant's  Employee Stock Ownership Plan, filed on March 18,
                 1994 as an exhibit to  Registrant's  Registration  Statement on
                 Form  S-1  (File  No.  33-76600),  is  incorporated  herein  by
                 reference.

  10.4           Registrant's  1995 Stock Option and Incentive Plan, filed as an
                 exhibit  to the  Registrant's  Report on Form 10-K for the year
                 ended  December 31, 1994 (File No.  0-24118),  is  incorporated
                 herein by reference.

  10.5           Registrant's  Recognition  and  Retention  Plan,  filed  as  an
                 exhibit  to the  Registrant's  Report on Form 10-K for the year
                 ended  December 31, 1994 (File No.  0-24118),  is  incorporated
                 herein by reference.

  11             Statement re: computation of per share earnings

  13             1999 Report to Shareholders

  21             Subsidiaries of the Registrant

  23             Consent of Accountants

  27             Financial Data Schedule (electronic filing only)