<PAGE>   1

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
(Mark One)

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

For the fiscal year ended_____________
                                       OR
|X|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from July 1, 1996 to December 31, 1996

Commission file number                    1-12707

                            PINNACLE BANCSHARES, INC.
                 (Name of small business issuer in its charter)

         Delaware                                      [Applied For]
--------------------------------             ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1811 Second Avenue, Jasper,  Alabama                           35502-1388
---------------------------------------               ------------------------
(Address of principal executive offices)                       (Zip Code)

         Issuer's telephone number, including area code: (205) 221-4111.

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

                                                        Name of Each Exchange
        Title of Each Class                             on Which Registered
--------------------------------------                 ------------------------
Common Stock, par value $.01 per share                 American Stock Exchange

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

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

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB. |X|

State issuer's revenues for its most recent fiscal year. $8,096,062. The
aggregate market value of the voting stock held by non-affiliates, computed by
reference to the price ($21.625 per share) at which the Common Stock was sold on
March 31, 1997, was approximately $17,644,745. For purposes of this calculation,
the term "affiliate" refers to all executive officers and directors of the
registrant and all stockholders beneficially owning more than 10% of the
registrant's Common Stock.

As of the close of business on March 31, 1997, 889,823 shares of the
registrant's Common Stock were outstanding.

Transitional Small Business Disclosure Format:  YES     NO  X
                                                   ----   -----

                       Documents Incorporated By Reference
Part II:
Annual Report to Stockholders for the period ended December 31, 1996.

Part III:
Portions of the definitive proxy statement for the 1997 Annual Meeting of
Stockholders.


<PAGE>   2



                                     PART I

ITEM 1.  BUSINESS

GENERAL

         THE HOLDING COMPANY. Pinnacle Bancshares, Inc. (the "Holding Company")
is a bank holding company incorporated under the laws of the State of Delaware.
The Holding Company is registered under the Bank Holding Company Act of 1956, as
amended (the "Holding Company Act"). The Holding Company is the holding company
for Pinnacle Bank (the "Bank"), which was chartered by the State of Alabama and
acquired by the Holding Company on January 31, 1997.

         The Holding Company's executive offices and the main office of the Bank
are located at 1811 Second Avenue, Jasper, Alabama 35502. The Holding Company's
telephone number is (205) 221-4111.

         THE BANK. The Bank is an Alabama-chartered commercial bank with five
offices located in Central and Northwest Alabama. The Bank was originally
chartered as First Federal Savings and Loan Association of Jasper in 1935, and
since that time its accounts have been federally insured. The Bank converted
from a federal stock savings bank to an Alabama-chartered commercial bank on
January 31, 1997 in connection with the holding company reorganization. The Bank
has its main office at 1811 Second Avenue, Jasper, Alabama, and also has a
branch office in Jasper, Alabama, with other branch offices in Sumiton,
Haleyville, and Birmingham, Alabama.

         The Bank is primarily engaged in the business of obtaining funds in the
form of savings deposits and investing such funds in mortgage loans on
single-family residential real estate. To a lesser extent the Bank is engaged in
making consumer loans, commercial real estate loans, and other commercial loans.

         The principal sources of funds for the Bank's lending activities are
savings deposits, Federal Home Loan Bank ("FHLB") of Atlanta advances, principal
repayments of loans and sales of loans. The Bank's principal sources of income
are interest on loans, servicing and commitment fees, and interest and dividends
on securities. Its principal expenses are interest on savings accounts and
borrowings, and general and administrative expenses.


                                       2
<PAGE>   3

SELECTED FINANCIAL AND OTHER DATA

         The following data should be read in conjunction with the consolidated
financial statements and accompanying notes thereto, and other financial
information included elsewhere herein.
<TABLE>
<CAPTION>

                                                                 At June 30,               At December 31,
                                                         -----------------------------    -------------------
                                                              1995            1996                1996
                                                              ----            ----                ----
                                                                       (Dollars in thousands)
<S>                                                      <C>             <C>              <C>            
FINANCIAL CONDITION AND OTHER DATA:
Total amount of:
   Assets............................................    $    196,399    $    186,475     $       195,502
   Loans, net........................................         118,535         120,644             129,858
   Interest-bearing deposits in other banks..........           5,536           2,824               3,869
   Securities........................................          60,087          53,671              48,945
   Loans held for sale...............................           2,091             326               1,429
   Deposits..........................................         161,212         165,234             173,407
   Borrowed funds....................................          18,850           3,750               3,750
   Stockholders' equity..............................          14,363          15,165              15,285

Number of:
   Real estate loans outstanding.....................           4,283           4,175               4,131
   Savings accounts..................................          19,387          19,114              20,708
   Full service offices open.........................               5               5                   5
</TABLE>
<TABLE>
<CAPTION>

                                                             Year Ended June 30,           Six Months Ended December 31,
                                                         ----------------------------    -----------------------------------
                                                             1995           1996             1995              1996
                                                             ----           ----             ----              ----
                                                                                     (In thousands)
<S>                                                      <C>            <C>              <C>           <C>            
OPERATING DATA:
Interest revenue....................................     $     13,108   $     14,650     $      7,412  $         7,442
Interest expense....................................            7,541          8,599            4,424            4,268
                                                         ------------   ------------     ------------  ---------------
Net interest income before provision for losses
   on loans.........................................            5,567          6,051            2,988            3,174
Provision for losses on loans.......................              235            240              120              145
                                                         ------------   ------------     ------------  ---------------
Net interest income after provision for losses                  5,332          5,811            2,868            3,029
   on loans.........................................
Noninterest income..................................            1,012          1,275              594              654
Noninterest expense.................................            4,323          4,456            2,199            3,373
Unusual items.......................................               --             --               --               --
Income tax expense..................................              780            993              503              123
                                                         ------------   ------------     ------------  ---------------
Net earnings........................................     $      1,241   $      1,637     $        840  $           187
                                                         ============   ============     ============  ===============

</TABLE>

                                       3
<PAGE>   4


         The following table sets forth certain information relating to the
Bank's average interest-earning assets and interest-bearing liabilities and
reflects the average yield on assets and average cost of liabilities for the
periods indicated. Such yields and costs are derived by dividing income or
expense by the average monthly balance of assets or liabilities, respectively,
for the periods presented. During the periods indicated, non-accruing loans, if
any, are included in the net loan category. Average balances are derived from
month-end average balances. Management does not believe that the use of
month-end average balances instead of average daily balances has caused any
material difference in the information presented.
<TABLE>
<CAPTION>

                                                                     For the Years Ended June 30,
                                         --------------------------------------------------------------------------------------
                                                          1995                                         1996
                                         ----------------------------------------    ------------------------------------------
                                           Average                    Average          Average                      Average
                                           Balance      Interest    Yield/Cost         Balance       Interest     Yield/Cost
                                                                        (Dollars in thousands)
<S>                                      <C>           <C>               <C>         <C>           <C>                 <C> 
Interest-earning assets:
Loans receivable, net...............     $   115,511   $   9,217         8.0%        $   123,459   $   10,801          8.7%
Securities Available for Sale.......          27,569       1,566         5.7%             41,521        2,465          5.9%
Securities held to Maturity.........          33,648       2,220         6.6%             14,910        1,082          7.2%
Other...............................           1,786         105         5.9%              5,358          302          5.6%
                                         -----------   ---------                     -----------   ----------
Total...............................         178,514      13,108         7.3%            185,248       14,650          8.0%
Non-interest-earning assets.........           8,838          --                           6,689           --
                                         -----------                                 -----------
Total assets........................     $   187,352      13,108                     $   191,937       14,650
                                         ===========                                 ===========
Interest-bearing liabilities:
Deposits............................     $   154,244       6,550         4.3%        $   164,649        7,994          4.9%
Borrowings..........................          16,935         991         5.9%             10,713          605          5.6%
                                         -----------   ---------                     -----------   ----------
Total interest-bearing liabilities:.         171,179       7,541         4.4%            175,362        8,599          4.9%
Non-interest-bearing liabilities....           1,882                                       2,080
                                         -----------                                 -----------
Total Liabilities:..................         173,061                                     177,442
   Equity...........................          14,291                                      14,495
                                         -----------                                 -----------
   Total Liabilities and Equity.....     $   187,352                                 $   191,937
                                         ===========                                 ===========
Net interest-earning assets.........                       7,335                                        9,886
                                                       ---------                                   ----------
Net interest income.................                   $   5,567                                   $    6,051
                                                       =========                                   ==========
Interest rate spread................                                     2.9%                                          3.1%
                                                                   =========                                     =========
Net interest margin.................                                     3.1%                                          3.3%
                                                                   =========                                     =========
Ratio of average interest-earning 
   assets to interest-bearing
   liabilities......................                                   104.3%                                        105.6%
                                                                   =========                                     =========

                                                                                                       (Continued on following page)
</TABLE>

                                       4
<PAGE>   5

<TABLE>
<CAPTION>


                                                                For the Six Months Ended December 31,
                                       ----------------------------------------------------------------------------------------
                                                          1995                                            1996
                                       -------------------------------------------   ------------------------------------------
                                         Average                      Average          Average                     Average
                                         Balance      Interest    Yield/Cost (1)       Balance     Interest    Yield/Cost (1)
                                                                       (Dollars in thousands)
<S>                                    <C>           <C>                <C>          <C>          <C>                <C> 
Interest-earning assets:
Loans receivable, net...............   $   124,396   $   5,416          8.7%         $  129,881   $    5,673         8.7%
Securities Available for Sale.......        26,842         755          5.6%             51,403        1,691         6.6%
Securities held to Maturity.........        29,800       1,082          7.3%                 --           --         0.0%
Other...............................         5,515         159          5.8%              2,783           78         5.6%
                                       -----------   ---------                       ----------   ----------
Total...............................       186,553       7,412          7.9%            184,067        7,442         8.1%
Non-interest-earning assets.........         7,802          --                            7,796           --
                                       -----------                                   ----------
Total assets........................   $   194,355       7,412                       $  191,863        7,442
                                       ===========                                   ==========
Interest-bearing liabilities:
Deposits............................   $   161,805       4,005          5.0%         $  170,423        4,157         4.9%
Borrowings..........................        14,336         419          5.9%              3,799          111         5.8%
                                       -----------   ---------                       ----------   ----------
Total interest-bearing liabilities:.       176,141       4,424          5.0%            174,222        4,268         4.9%
Non-interest-bearing liabilities....         3,536                                        2,407
                                       -----------                                   ----------
Total Liabilities:..................       179,677                                      176,629
   Equity...........................        14,678                                       15,234
                                       -----------                                   ----------
   Total Liabilities and Equity.....   $   194,355                                   $  191,863
                                       ===========                                   ==========
Net interest-earning assets.........                    10,412                                         9,865
                                                     ---------                                    ----------
Net interest income.................                 $   2,988                                    $    3,174
                                                     =========                                    ==========
Interest rate spread................                                    2.9%                                         3.2%
                                                                  ==========                                   ==========
Net interest margin.................                                    3.2%                                         3.4%
                                                                  ==========                                   ==========
Ratio of average interest-earning
   assets to interest-bearing
   liabilities......................                                  105.9%                                       105.7%
                                                                  =========                                    =========
</TABLE>


(1)  Annualized.

LENDING ACTIVITIES

         GENERAL. The Bank's net loan portfolio totaled $129.9 million at
December 31, 1996, or 66.4% of its total assets. On that date, $109.6 million,
or 84.4% of total net loans outstanding, consisted of loans secured by mortgages
on single family, two-to-four family, multi-family residential properties, and
commercial real estate loans, while the remainder of the loan portfolio
consisted of savings account, home improvement and other consumer and commercial
loans.

         The principal lending activity of the Bank historically has been the
origination of conventional first mortgage single-family loans. The Bank also
makes loans on two-to-four family dwelling units, multi-family dwelling units,
commercial real estate and other improved real estate. The majority of the
Bank's loans have been originated within its primary market area.

         Loan demand during the year ended June 30, 1995 exceeded repayments on
loans resulting in an increase in short-term borrowings from the FHLB of Atlanta
of approximately $8.0 million. During the year ended June 30, 1996, the Bank
repaid approximately $16.1 million in borrowed funds with the proceeds from
maturing investment securities, increases in savings deposits, and loan
repayments. The Bank funded loan demands with the proceeds from loan repayments,
increases in savings deposits and maturing securities. The Bank borrowed funds
on a short-term basis from the FHLB of Atlanta. However, there were no
short-term borrowings outstanding at December 31, 1996.



                                       5
<PAGE>   6

         During December 1995, the Bank changed classification of its securities
held to maturity to securities available for sale. Accordingly, the Bank had no
securities classified as held to maturity as of June 30, 1996 or December 31,
1996. See Note 1 of Notes to Consolidated Financial Statements.

         The Bank's volume of total loans originated to be retained in the
Bank's loan portfolio totaled approximately $69.3 million during the year ended
June 30, 1995, $74.9 million during the year ended June 30, 1996 and $42.0
million during the six months ended December 31, 1996. The Bank directly
originates most of its mortgage loans through its existing branches. These loans
have been originated predominantly within the Bank's geographical lending area
of Walker, Jefferson, Shelby, Winston and Fayette counties, in Alabama. See " --
Loan Solicitation and Processing" and "-- Loan Originations, Purchases and
Sales."

         The Bank seeks to improve the interest rate sensitivity of its mortgage
loan portfolio through the origination of adjustable rate loans, which
constituted approximately 59.3% of the single family residential mortgage loans
in the Bank's loan portfolio, and 41.1% of the Bank's net loan portfolio at
December 31, 1996. During the year ended June 30, 1996, the Bank purchased $1.6
million in adjustable-rate single-family one-to-four family residential mortgage
loans from an affiliate. Most adjustable rate mortgage loans are held in the
Bank's loan portfolio, while most fixed-rate mortgage loans are either sold as
whole-loans to the Federal Home Loan Mortgage Corporation ("FHLMC") or the
Federal National Mortgage Association ("FNMA") or other investors, or converted
into mortgage-backed securities with servicing retained by the Bank.

         The following table sets forth, in dollar amounts and percentages, the
major categories of the Bank's loans. At December 31, 1996, the Bank had no
concentrations of loans exceeding 10% of gross losses other than as described
below.
<TABLE>
<CAPTION>

                                                      At June 30,                              At December 31,
                                   --------------------------------------------------     --------------------------
                                            1995                       1996                         1996
                                   ------------------------    ----------------------     --------------------------
                                       $            %              $           %              $             %
                                                                (Dollars in thousands)
<S>                                <C>              <C>        <C>             <C>        <C>                <C>  
Type of Loan:
Real estate mortgage loans......   $   91,979       77.6%      $   86,818      72.0%      $   89,968         69.2%
Construction loans..............       21,276       17.9%          26,801      22.3%          27,762         21.4%
Commercial loans................        6,511        5.5%          10,021       8.3%          12,019          9.3%
Consumer loans..................        8,485        7.2%           8,942       7.4%           9,701          7.5%
Less --
   Loans in process.............        8,251        7.0%          10,441       8.7%           8,198          6.3%
   Discounts and other..........          246        0.2%             212       0.2%             205          0.2%
   Allowance for loan losses....        1,219        1.0%           1,285       1.1%           1,189          0.9%
                                   ----------  ---------       ----------  --------       ----------  -----------
     Total......................   $  118,535      100.0%      $  120,644     100.0%      $  129,858        100.0%
                                   ==========  =========       ==========  ========       ==========        =====
</TABLE>

         RESIDENTIAL LOANS. The primary lending activity of the Bank has been
the granting of conventional mortgage loans to enable borrowers to purchase
existing homes or construct new homes. The Bank's real estate loan portfolio
also includes loans on two-to-four family dwellings, multi-family housing (over
four units), and loans made for the development of unimproved real estate to be
used for residential housing. At December 31, 1996, approximately 93% of the
Bank's total real estate loan portfolio consisted of loans secured by
residential real estate.

         The loan-to-value ratio, maturity and other provisions of the loans
made by the Bank generally have reflected the policy of making less than the
maximum loan permissible under applicable regulations, in accordance with sound
lending practices, market conditions, and underwriting standards established by
the Bank. Mortgage loans made by the Bank are generally long-term loans,
amortized on a monthly basis, with principal and interest due each month. The
initial contractual loan payment period for residential loans typically ranges
from 15 to 30 years. Currently, the Bank offers one-year, adjustable rate loans
based upon the one-year U.S. Treasury Bill rate 


                                       6
<PAGE>   7

adjusted to a constant maturity, with limitations on adjustments of 2% in any
one year and 6% over the life of the loan.

         At December 31, 1996, the largest amount loaned by the Bank to one
borrower was $2.9 million which was approximately 19% of the Bank's
stockholders' equity.

         COMMERCIAL REAL ESTATE AND CONSTRUCTION LOANS. Construction loans on
residential properties are made primarily to individuals. The maximum loan to
value ratio is 80% of either the appraisal or the purchase price, whichever is
lower. Residential construction loans are typically made for periods of six
months. At December 31, 1996, the Bank had $23.0 million outstanding in
residential construction loans, compared with $22.5 million and $20.9 million in
construction loans on residential properties outstanding at June 30, 1996 and
1995, respectively.

         The Bank has historically originated commercial real estate loans
within its primary market area. The Bank either funded or purchased
participation interests in various large commercial real estate projects, one of
which was outside of its primary market area. See " -- Non-Performing Loans and
Asset Classification" and "Subsidiary Activities." Since 1984, the Bank has
limited its commercial real estate lending activities to smaller commercial real
estate projects located in its primary market area, with the amount loaned
limited to 10% of its net worth. See "-- Nonperforming Loans and Asset
Classification" and "Subsidiary Activities." At December 31, 1996, the Bank had
$13.3 million outstanding in commercial real estate loans, including $4.8
million in commercial construction loans. These loans are typically limited to
owner-occupied financings.

         COMMERCIAL BUSINESS LOANS. At December 31, 1996, there were
approximately $12 million in commercial loans outstanding. The Bank will
consider making these types of loans in its local market area.

         CONSUMER LOANS. The Bank makes various types of consumer loans,
including the loans made to depositors on the security of their savings
accounts, personal loans, automobile loans, educational loans and loans for home
improvement or other purposes.
At December 31, 1996, the Bank had $9.7 million outstanding in consumer loans.

         LOAN SOLICITATION AND PROCESSING. Loan originations come from a
combination of walk-in customers and real estate brokers.

         For additional information on the Bank's lending activities, see Note 3
of Notes to Consolidated Financial Statements.

         LOAN ORIGINATIONS, PURCHASES AND SALES. The Bank has engaged in selling
in the secondary market certain loans it has originated. Such loans sold are
generally fixed-rate, long-term mortgage loans. These sales, the majority of
which do not allow recourse to the Bank, have been made to FHLMC and FNMA, which
purchases residential mortgage loans from federally insured financial
institutions and certain other lenders. Many of the Bank's loans have been
exchanged for FHLMC participation certificates ("PCs") or FNMA mortgage-backed
securities. These PCs or mortgage-backed securities are generally considered to
be a more liquid form of asset and are a more widely accepted form of collateral
than the underlying loans.

         The sale of loans in the secondary mortgage market reduces the Bank's
risk that the interest rates it pays will escalate while holding long-term,
fixed-rate loans in its portfolio and allows the Bank to continue to make loans
during periods when savings flows decline or funds are not otherwise available
for lending purposes. In connection with such sales the Bank provides servicing
on the loans (i.e., collection of principal and interest payments) for which it
receives a fee payable monthly of 1/4% to 3/8% per annum of the unpaid balance
of each loan. These loan sales will continue as the Bank attempts to maintain
its loan servicing base. As of December 31, 1996, the Bank was servicing loans
for others aggregating approximately $97.5 million. Servicing income for the
year ended June 30, 1996 and the six months ended December 31, 1996 was
approximately $266,000 and $128,000, respectively.



                                       7
<PAGE>   8

         The Bank is continuously selling loans in the secondary market. During
the year ended June 30, 1995 and 1996 and the six months ended December 31,
1996, the Bank sold in excess of $37 million, $41 million and $11 million,
respectively, in whole loans. As of December 31, 1996, the Bank had $258,000 in
commitments outstanding to package or sell additional loans.

         The Bank's loan policy requires that the Bank's loan committee
identify, at the beginning of each quarter, loans which will be held for the
portfolio and loans which will be held for sale. Loans that are designated to be
held for the portfolio may be sold only in unusual circumstances which could not
be reasonably anticipated at the time of their origination or purchase. Loans
held for sale are carried at the lower of cost or market value and are sold as
soon as possible after their origination, as market conditions allow.

         LOAN COMMITMENTS. The Bank issues commitments to prospective borrowers
to make loans conditioned upon the occurrence of certain events. Such
commitments are made on specific terms and conditions, and are honored for 60
days from approval with no additional fees required. The Bank charges a
non-refundable commitment fee equal to 1% of the actual amount of committed
funds on all single-family construction loans. The Bank had outstanding
commitments to originate mortgage loans aggregating $2.1 million at December 31,
1996. Of these commitments, $2 million were for adjustable rate mortgages and
$100,000 were for fixed rate mortgages.

         Although the Bank originates most fixed-rate loans for resale in the
secondary mortgage market, a certain amount of interest rate risk exists for the
Bank after a loan is closed until a loan is sold.

         LOAN ORIGINATION AND OTHER FEES. In addition to interest earned on
loans, the Bank receives loan origination fees or "points" for originating
loans. Loan points are a percentage of the principal amount of the mortgage loan
which are charged to the borrower for creation of the loan. The Bank accounts
for loan origination fees net of direct costs as a yield adjustment over the
life of the loan. See Note 1 of Notes to Consolidated Financial Statements.

         MATURITY OF LOAN PORTFOLIO. The following table sets forth certain
information at December 31, 1996 regarding the dollar amount of loans maturing
in the Bank's portfolio based on their contractual terms to maturity. Demand
loans, loans having no schedule of repayments and no stated maturity and
overdrafts are reported as due in one year or less. The Bank does not have any
loans with no stated schedule of repayments and no stated maturity.
<TABLE>
<CAPTION>

                                                            Due After One Through           Due After
                                         Due by               Five Years After          Five Years After
                                    December 31, 1997         December 31, 1996         December 31, 1996        Total
                                    -----------------         -----------------         -----------------        -----
                                                                       (In thousands)
<S>                                    <C>                       <C>                       <C>               <C>         
Real estate mortgage...........        $       3,554             $   19,487                $     66,928      $     89,969
Real estate construction.......               19,564                     --                          --            19,564
Commercial business loans......                5,306                  3,845                       2,868            12,019
Consumer.......................                2,899                  6,415                         387             9,701
                                       -------------             ----------                ------------      ------------
   Total.......................        $      31,323             $   29,747                $     70,183      $    131,253
                                       =============             ==========                ============      ============
</TABLE>


                                       8
<PAGE>   9

         The following table sets forth the dollar amount of all loans due after
one year at December 31, 1996 which have predetermined interest rates and have
floating or adjustable interest rates.
<TABLE>
<CAPTION>

                                                                              Floating or               Adjustable
                                                                          Predetermined Rates              Rates
                                                                          -------------------        ---------------
                                                                                        (In thousands)
                           <S>                                               <C>                     <C>            
                           Real estate mortgage......................        $       35,103          $        51,312
                           Commercial business loans.................                 1,756                    4,957
                           Consumer..................................                 6,113                      689
                                                                             --------------          ---------------
                             Total...................................        $       42,972          $        56,958
                                                                             ==============          ===============
</TABLE>

         NON-PERFORMING LOANS AND ASSET CLASSIFICATION. Loans that are 120 days
contractually past due are placed on nonaccrual status and interest income is
reversed. Income is subsequently recognized only to the extent that cash
payments are received until, in management's judgment, the borrower's ability to
make periodic interest and principal payments is back to normal, in which case
the loan is returned to accrual status.

         Real estate acquired by the Bank as a result of foreclosure or by deed
in lieu of foreclosure is classified as real estate owned until such time as it
is sold. When such property is acquired it is recorded at the lower of the
unpaid principal balance of the related loan or its fair value less estimated
costs of disposition. Any write-down of the property at foreclosure is charged
to the allowance for loan losses. Future declines in fair value of the asset
less costs of disposition below its carrying amount increases the valuation
allowance account. Future increases in fair value of the asset less costs of
disposition above its carrying amount reduces the valuation allowance account,
but not below zero. Increases or decreases in the valuation allowance account is
charged or credited to income. Costs relating to the development and improvement
of property are capitalized, whereas costs relating to the holding of property
are expensed.

         The recognition of gains and losses on the sale of real estate is
dependent upon whether the nature and terms of the sale and future involvement
of the Bank in the property meet certain requirements. If the transaction does
not meet these requirements, income recognition is deferred and recognized under
an alternative method in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 66 -- "Accounting for Sales of Real Estate."


                                       9
<PAGE>   10

         The following table sets forth information with respect to the Bank's
non-performing assets for the periods indicated.
<TABLE>
<CAPTION>

                                                               At June 30,               At December 31,
                                                      ------------------------------     -----------------
                                                           1995           1996                 1996
                                                           ----           ----                 ----
                                                                        (In thousands)
<S>                                                   <C>             <C>                <C>          
Loans accounted for on a nonaccrual basis: (1)
Real Estate:
   Residential...................................     $    126,779    $    293,983       $   1,273,667
   Commercial....................................               --         963,509             664,189
Consumer.........................................           32,874          56,190             113,134
                                                      ------------    ------------       -------------
Total............................................     $    159,653    $  1,313,682       $   2,050,990
                                                      ============    ============       =============

Accruing loans which are contractually 
   past due 90 days or more:
Real Estate:
   Residential...................................     $         --    $         --       $          --
   Commercial....................................               --              --                  --
Consumer.........................................               --              --                  --
                                                      ------------    ------------       -------------
Total............................................     $         --    $         --       $          --
                                                      ============    ============       =============
   Total of nonaccrual and 90 days past
     due loans...................................     $    159,653    $  1,313,682       $   2,050,990
                                                      ============    ============       =============

Percentage of Total Loans........................             0.13%           1.09%               1.58%

Percentage of Total Assets.......................             0.08%           0.70%               1.05%

Other Non-Performing Assets(2)...................     $         --    $         --       $   1,010,340
                                                      ============    ============       =============
</TABLE>


(1)  Nonaccrual status denotes loans on which accrual of interest has been
     ceased in accordance with the guidelines discussed above. Payments received
     on a nonaccrual loan are either applied to the outstanding principal
     balance or recorded as interest income, depending on assessment of the
     collectibility of the loan.
(2)  Other non-performing assets represent property acquired by the Bank through
     foreclosure or repossession. The property is carried at the lower of its
     fair value less estimated costs of disposition or the investment balance of
     the related loan, whichever is lower.

         Management has identified certain loans aggregating approximately $2.1
million at December 31, 1996 (including loans identified in the above table)
which it has determined require special attention due to potential weaknesses.
It is management's opinion that the allowance for loan losses (see below) is
adequate to absorb potential losses related to such loans. Aggressive efforts to
continue to reduce principal, secure additional collateral and improve the
overall payment status of their loans.

         During the year ended June 30, 1996 and six months ended December 31,
1996 gross interest income of $30,686 and $53,650, respectively, would have been
recorded on loans accounted for on a nonaccrual basis if the loans had been
current throughout the period. The amount of interest income included in current
income for these loans was $28,472 and $69,724 for the year ended June 30, 1996
and the six months ended December 31, 1996.

         It is management's policy to establish an allowance for estimated
losses on loans and real estate owned based upon prior experience, current
economic conditions in its market area, or when it determines that losses are
expected to be incurred on the ultimate disposition of the underlying
properties. Although management believes that it uses the best information
available to make such determinations, future adjustments to allowances may be


                                       10
<PAGE>   11

necessary, and net earnings could be significantly affected if circumstances
differ substantially from the assumptions used in making the initial
determinations.

         The following table presents an allocation of the allowance for
possible loan losses by the categories indicated and the percentage that all
loans in the category bear to total loans. This allocation is used by management
to qualify its evaluation of the loan portfolio. Allocations are merely
estimates and are subject to revisions as conditions change.
<TABLE>
<CAPTION>

                                            At June 30,                                 At December 31,
                      --------------------------------------------------------     --------------------------
                                1995                          1996                           1996
                      --------------------------    --------------------------     --------------------------
                                   Percent of                    Percent of                      Percent of
                                 Loans in Each                  Loans in Each                   Loans in Each
                                  Category to                    Category to                     Category to 
                       Amount     Total Loans         Amount     Total Loans         Amount      Total Loans
                       ------     -----------         ------     -----------         ------      -----------
<S>                   <C>              <C>          <C>               <C>          <C>                <C>   
Real estate loans..   $     677         95.5%       $     629          94.3%       $      835          90.6%
Commercial.........         259          5.5%             391           8.3%              156           9.3%
Other loans........         283          7.2%             265           7.4%              198           7.5%
                      ---------  -----------        ---------   -----------        ----------  ------------
   Total...........   $   1,219        108.2%       $   1,285         110.0%       $    1,189         107.4%
                      =========  ===========        =========   ===========        ==========  ============
</TABLE>

         The following table sets forth an analysis of the Bank's allowance for
possible loan losses for the periods indicated.
<TABLE>
<CAPTION>

                                                       Year Ended June 30,                         December 31,
                                               -------------------------------------    ------------------------------------
                                                      1995               1996                 1995               1996
                                                      ----               ----                 ----               ----
                                                                          (Dollars in thousands)
<S>                                            <C>                 <C>                  <C>                <C>            
Balance at beginning of period............     $          1,039    $       1,219        $        1,219     $         1,285
                                               ----------------    -------------        --------------     ---------------

Loans charged-off:
   Consumer...............................                  127              184                   120                 123
   Mortgage...............................                   37               29                    18                 120
                                               ----------------    -------------        --------------     ---------------

Total charge-offs.........................                  164              213                   138                 243
                                               ----------------    -------------        --------------     ---------------

Total recoveries..........................                  109               39                    11                  11
                                               ----------------    -------------        --------------     ---------------

Net loans charged-off.....................                   55              174                   127                 232
                                               ----------------    -------------        --------------     ---------------

Provision for possible loan losses........                  235              240                   120                 145
                                               ----------------    -------------        --------------     ---------------

Balance at end of period..................     $          1,219    $       1,285        $        1,212     $         1,198
                                               ================    =============        ==============     ===============

Ratio of net charge-offs to average
   loans outstanding during the period....                 0.05%            0.14%                 0.10%               0.18%
                                               ================    =============        ==============     ===============
</TABLE>

         For further information and for an analysis of the Bank's allowances
for loan and real estate losses, see Notes 3 and 5 of Notes to Consolidated
Financial Statements.

INVESTMENT ACTIVITIES

         Interest income from cash deposits and securities generally provide the
second largest source of income for the Bank after interest on loans and loan
servicing fees and other fees. At December 31, 1996, the Bank's interest-bearing
deposits and securities portfolio of approximately $7.4 million, excluding
mortgage-backed 


                                       11
<PAGE>   12

securities, consisted primarily of interest-bearing bank deposits, U.S.
government and agency obligations, corporate securities, and FHLB of Atlanta
stock.

         It has generally been the Bank's policy to maintain a liquidity
portfolio in excess of regulatory requirements in order to shorten the
maturities of the Bank's investment portfolio to enable the Bank to better match
its short-term investments and interest rate sensitive savings deposit
liabilities. The Bank also increases its liquidity by selling most of its fixed
rate loans with maturities of greater than 10 years.

         On June 30, 1995, the Bank adopted SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." In adopting SFAS No. 115,
securities have been classified as either trading, available for sale or held to
maturity based on management's intent and ability. See Note 1 of Notes to
Consolidated Financial Statements.

         The following table sets forth the carrying value of the Bank's
investment securities and mortgage-backed securities at the dates indicated.
<TABLE>
<CAPTION>

                                                                 At June 30,                  At December 31,
                                                      ----------------------------------    --------------------
                                                            1995             1996                  1996
                                                            ----             ----                  ----
                                                                           (In thousands)
<S>                                                   <C>               <C>                 <C>          
Securities available for sale:
   U.S. Treasury securities......................     $        17,172   $        12,018     $      13,099
   U.S. Government and agency securities.........                 970             5,890             7,966
   Corporate securities..........................               7,952             7,006             1,005
   FHLB stock....................................               1,716             1,716             1,716
   Mortgage-backed securities....................              32,061            26,824            24,942
   Other securities..............................                 216               217               217
                                                      ---------------   ---------------     -------------
Total............................................     $        60,087   $        53,671     $      48,945
                                                      ===============   ===============     =============
</TABLE>

         The following table sets forth the scheduled maturities, amortized
cost, fair values and weighted average yields for the Bank's securities
available for sale at December 31, 1996.
<TABLE>
<CAPTION>

                                        One Year Or Less         After One Through Five Years   After Five Through Ten Years
                                        ----------------         ----------------------------   ----------------------------
                                  Amortized       Weighted       Amortized       Weighted        Amortized       Weighted
                                     Cost       Average Yield       Cost       Average Yield       Cost        Average Yield
                                     ----       -------------       ----       -------------       ----        -------------

<S>                              <C>                   <C>      <C>                   <C>      <C>                    <C>   
U.S. Treasury securities......   $  3,017,660          5.7%     $ 10,023,622          6.1%     $          --           --%
U.S. government and agency....      1,000,000          5.0         6,997,968          6.2                 --           --
FHLB of Atlanta stock (3).....             --           --                --           --                 --           --
Corporate securities (1)......      1,006,960          5.4                --           --                 --           --
Other securities (2)..........          9,881          4.5                --           --            206,941          4.5
Mortgage-backed securities....             --           --                --           --            563,098          8.5
                                 ------------  -----------      ------------  -----------      -------------  -----------
Total.........................   $  5,034,501          5.5%     $ 17,021,590          6.1%     $     770,039          7.4%
                                 ============  ===========      ============  ===========      =============  ===========
</TABLE>
<TABLE>
<CAPTION>

                                          After Ten Years            Total
                                          ---------------            -----
                                    Amortized      Weighted        Amortized                      Weighted
                                      Cost       Average Yield       Cost        Fair Value     Average Yield
                                      ----       -------------       ----        ----------     -------------
                                      
<S>                              <C>                     <C>     <C>           <C>                       <C> 
U.S. Treasury securities......   $          --            --%    $ 13,041,282  $  13,098,936             6.0%
U.S. government and agency....              --            --        7,997,968      7,965,694             6.0
FHLB of Atlanta stock (3).....       1,715,800           7.3        1,715,800      1,715,800             7.3
Corporate securities (1)......              --            --        1,006,960      1,005,324             5.4
Other securities (2)..........              --            --          216,822        216,965             4.5
Mortgage-backed securities....      24,520,044           7.0       25,083,142     24,942,093             7.0
                                 -------------   -----------       ----------  -------------    ------------
Total.........................   $  26,235,844           7.0%    $ 49,061,974  $  48,944,812             6.7%
                                 =============   ===========     ============  =============    ============
</TABLE>

                                                   (Footnotes on following page)


                                       12
<PAGE>   13
---------------
(1)  Corporate securities consists of corporate bonds.
(2)  Other securities includes the Bank's investment in First General Lending
     Corporation (a 40% owned affiliate), at cost, of $120,819; and an interest
     investment in limited partnerships, at cost, of $86,122 whose sole purpose
     is to hold and operate real estate. The Bank has no loans to these real
     estate partnerships. These investments are not readily marketable.
(3)  FHLB of Atlanta stock is an equity security. The amount of such stock held
     by the Bank is included under "After Ten Years" as the Bank is required to
     hold such stock as a FHLB of Atlanta member.

SUBSIDIARY ACTIVITIES

         FIRST GENERAL SERVICE(S) CORPORATION. First General Service(s)
Corporation ("First General") was incorporated in August 1978, for the purpose
of having an ownership interest in Savings and Loan Data Corporation,
Cincinnati, Ohio, which provided on-line computer services to the Bank.

         In January 1984, First General established an office at 407-9th Avenue
in Jasper, Alabama. At the same time, four employees from the Bank were
transferred to First General for the purpose of servicing the Bank's loans. The
scope of First General's activities included servicing, auditing and quality
control of all loans originated by the Bank and by First General's 40% owned
subsidiary, First General Lending Corporation. On June 30, 1990, all employees
of First General, and property and equipment relating to loan servicing, were
transferred to the Bank. At December 31, 1996, First General had total equity
investments of $122,472, which included an investment in First General Lending
Corporation of $120,819 and an investment in First General Insurance Agency of
$1,653.

         FIRST GENERAL VENTURES CORPORATION. As of December 31, 1996, First
General Ventures Corporation had a total investment in joint ventures of
$86,123. The Bank believes that the market value of these investments is in
excess of the book values. The assets of First General Land Corporation, one of
the Bank's wholly-owned subsidiaries, were transferred to First General Ventures
Corporation. First General Land Corporation was dissolved. As of December 31,
1996, the Bank had no loan commitments and does not presently intend to make
loans to these joint ventures.

         FIRST GENERAL LENDING CORPORATION. The Bank, through First General
Service(s) Corporation, also owns 40% of First General Lending Corporation, a
mortgage origination concern with one office located in Birmingham, Alabama. The
remaining 60% of First General Lending Corporation is owned by two individuals
who oversee the company's operations. First General Lending Corporation
originates single-family residential mortgage loans. The loans are underwritten
to FHLMC and FNMA standards or investor standards if a third-party loan.

         The Bank issued a mortgage banking warehouse line of credit to First
General Lending Corporation in April 1989. Currently, the limit is set at $1.3
million. This line of credit was issued at market rates and terms and may be
used solely for the purpose of funding mortgage loans which have been
pre-committed for sale to third parties. The line of credit is secured by the
assignment of mortgages funded by First General Lending. Due to the nature and
size of the line of credit, the Bank's loan committee reviews the activity,
rates, terms and balance of this line of credit on a quarterly basis.

SOURCES OF FUNDS

         GENERAL. Deposits are the major source of the Bank's funds for lending
and other investment purposes. In addition to deposits, The Bank derives funds
from loan principal repayments, advances from the FHLB of Atlanta and other
borrowings. Loan repayments are a relatively stable source of funds, while
deposit inflows and outflows are significantly influenced by general interest
rates and money market conditions. Borrowings may be used on a short term basis
to compensate for reductions in the availability of other sources of funds. They
may also be used on a longer term basis for general business purposes.

         DEPOSITS. Consumer and commercial deposits are attracted principally
from within the Bank's primary market area through the offering of a broad
selection of deposit instruments including NOW accounts, non-interest


                                       13
<PAGE>   14

bearing demand deposit accounts, money market accounts, regular savings
accounts, term certificate accounts and retirement savings plans. Deposit
account terms vary, with the principal differences being the minimum balance
required, the amount of time the funds must remain on deposit and the interest
rate.

         The Bank offers a full range of accounts including: passbook, money
market, checking, individual retirement accounts ("IRAs") and certificate
accounts. The deregulation of various federal controls on insured deposits has
allowed the Bank to be more competitive in obtaining funds and given it more
flexibility to alleviate the risk of net deposit outflows. While the
deregulation of rates payable on deposits has allowed the Bank to be competitive
in the acquisition and retention of funds, it has also resulted in a more
volatile cost of funds.

         Interest rates paid, maturity terms, service fees and withdrawal
penalties are established by the Bank on a weekly basis. Determination of rates
and terms are predicated on funds acquisition and liquidity requirements, rates
paid by competitors, growth goals, and federal regulations.

         Marketing of the Bank's savings programs takes a number of different
forms. All branch offices are provided with brochures which outline the rates
and features of the Bank's various accounts. The Bank already offers most of the
services provided by other savings and loans. These services include consumer
and commercial loans, limited lines of credit, all types of checking and deposit
accounts, and IRAs.

         As of December 31, 1996, the Bank's total deposits were $173.4 million.

         The following table indicates the amount of the Bank's certificates of
deposit and other time deposits of $100,000 or more by time remaining until
maturity as of December 31, 1996.
<TABLE>
<CAPTION>

                                                                        Certificates
                  Maturity Period                                       of Deposits
                  ---------------                                       -----------
                                                                       (In thousands)

                  <S>                                                <C>            
                  Three months or less........................       $        16,586
                  Over three through six months...............                 1,141
                  Over six through twelve months..............                10,137
                  Over twelve months..........................                 8,898
                                                                     ---------------
                    Total.....................................       $        36,762
                                                                     ===============
</TABLE>

         The following table sets forth the average balances and average
interest rates based on daily balances for deposits for the periods indicated.
<TABLE>
<CAPTION>

                                                                         Year Ended June 30,
                                                     ------------------------------------------------------------
                                                                 1995                           1996
                                                     -----------------------------   ----------------------------
                                                        Average        Average          Average        Average
                                                        Deposits         Rate           Deposits        Rate
                                                        --------         ----           --------        ----
                                                                       (Dollars in thousands)
<S>                                                  <C>                 <C>        <C>                  <C> 
Non-interest bearing demand deposits............     $      4,104        0.0%       $      4,755         0.0%
Interest bearing demand deposits................           20,570        2.8              19,572         2.9
Savings deposits................................           19,676        2.8              18,257         2.7
Time deposits...................................          109,894        5.0             122,065         5.7
                                                     ------------    -------         -----------     -------
   Total deposits...............................     $    154,244        4.3%       $    164,649         4.9%
                                                     ============    =======         ===========     =======      
</TABLE>

                                                   (Continued on following page)

                                       14
<PAGE>   15

<TABLE>
<CAPTION>


                                                     Six Months Ended December 31,
                                               ---------------------------------------------
                                                       1995                    1996
                                               --------------------    ---------------------
                                               Average      Average    Average       Average
                                               Deposits      Rate      Deposits       Rate
                                               --------      ----      --------       ----
                                                                       (Dollars in thousands)
<S>                                            <C>             <C>    <C>             <C> 
Non-interest bearing demand deposits .......   $  4,804        0.0%   $  5,594        0.0%
Interest bearing demand deposits ...........     19,841        2.8      22,876        2.7
Savings deposits ...........................     18,576        2.7      18,231        2.8
Time deposits ..............................    118,584        5.7     123,722        5.8
                                               --------   --------    --------   --------
   Total deposits ..........................   $161,805        5.0%   $170,423        4.9%
                                               ========   ========    ========   ========
</TABLE>

         For further information, see Note 6 of Notes to Consolidated Financial
Statements.

         BORROWINGS. The Bank relies upon deposits and loan repayments and sales
as its major sources of funds. However, the Bank makes use of FHLB advances to
expand its lending and short-term investment activities and to meet depositor
withdrawals. Advances have been used to supplement deposit flows and are
particularly used when the Bank determines that it can profitably invest the
advances over their term.

         The following table sets forth certain information regarding the Bank's
short-term borrowings at the dates and for the periods indicated:
<TABLE>
<CAPTION>

                                                                        At or for the        At or for the Six Months
                                                                     Year Ended June 30,        Ended December 31,
                                                                    ---------------------   -------------------------     
                                                                     1995            1996             1996
                                                                     ----            ----             ----
                                                                              (Dollars in thousands)
<S>                                                                 <C>             <C>             <C>   
Amounts outstanding at end of period:                                                   
   FHLB of Atlanta advances ................................        $15,000         $    --         $   --
Weighted average rate paid at period end:
   FHLB advances ...........................................           6.76%             --%            --%

Maximum amount of borrowings outstanding at any
   month end:
   FHLB advances ...........................................        $18,000         $15,100         $3,000

Approximate average amounts outstanding for period:
   FHLB advances ...........................................        $13,006         $ 6,620         $  249
Approximate weighted average rate paid during
   period (1):
   FHLB advances ...........................................           5.97%           5.96%          2.84%

</TABLE>

(1)  The approximate weighted average rate paid during the period was computed
     by dividing the average amounts outstanding into the related interest
     expense for the period.

         For further information on the Bank's borrowings, see Note 7 of Notes
to Consolidated Financial Statements.



                                       15
<PAGE>   16


SELECTED FINANCIAL RATIOS

         The following table sets forth selected financial ratios of the Bank
for the periods indicated:
<TABLE>
<CAPTION>

                                                          Year Ended June 30,               Six Months Ended December 31,
                                                   ------------------------------      ----------------------------------
                                                         1995            1996                  1995              1996
                                                         ----            ----                  ----              ----

<S>                                                      <C>             <C>                   <C>             <C>   
Return on Assets (Net Income Divided By
Average Total Assets) (1)...................              0.7%            0.9%                  0.8%             0.2%
Return on Equity (Net Income Divided By
   Average Equity) (1)......................              8.7%           11.0%                 11.4%             2.6%
Equity-to-Assets Ratio (Average Equity
   Divided By Average Total Assets).........              7.7%            8.2%                  7.7%             7.6%
Dividend Payout Ratio (Dividends
   Declared Per Share Divided By Net
   Income Per Share)........................             51.8%           39.1%                 38.3%           171.4%
</TABLE>


(1)      Ratios have been annualized for the six-month periods ended December
         31, 1996 and 1995.

LIQUIDITY AND RATE SENSITIVITY

         The following table sets forth the maturity distribution of the Bank's
interest-earning assets and interest-bearing liabilities as of December 31,
1996, the Bank's interest rate sensitivity gap (i.e., interest rate sensitive
assets less interest rate sensitive liabilities), the Bank's cumulative interest
rate sensitivity gap, the ratio of interest-earning assets to interest-bearing
liabilities, and the Bank's cumulative interest rate sensitivity gap ratio.
<TABLE>
<CAPTION>

                                                        Over One        Over Five
                                        One Year        Through          Through           Over
                                        or Less        Five Years       Ten Years        Ten Years        Total
                                        -------        ----------       ---------        ---------        -----
                                                                 (Dollars in thousands)
<S>                                  <C>             <C>             <C>               <C>            <C>         
Interest-Earning Assets: (1)
   Loans.......................      $     31,323    $     29,747    $     13,575      $     56,608   $    131,253
   Securities..................             5,034          17,022             563            26,326         48,945
Other assets...................             3,869              --              --                --          3,869
                                     ------------    ------------    ------------      ------------   ------------
     Total.....................      $     40,226    $     46,769    $     14,138      $     82,934   $    184,067
                                     ============    ============    ============      ============   ============

Interest-Bearing Liabilities:(2)
   Deposits....................      $    134,817    $     36,085    $      2,184      $         --   $    173,086
   Borrowings..................               120             580           1,020             2,030          3,750
                                     ------------    ------------    ------------      ------------   ------------
     Total.....................      $    134,937    $     36,665    $      3,204      $      2,030   $    176,836
                                     ============    ============    ============      ============   ============

Interest Sensitivity Gap.......      $    (94,711)   $     10,104    $     10,934      $     80,904   $      7,231
                                     ============    ============    ============      ============   ============
Cumulative Interest Sensitivity
   Gap.........................      $    (94,711)   $    (84,607)   $    (73,673)     $      7,231   $      7,231
                                     ============    ============    ============      ============   ============
</TABLE>

(1)  Fixed-rate loans are distributed based on their contractual maturity
     adjusted for projected or anticipated prepayments, and variable rate loans
     are distributed based on the interest rate reset date and contractual
     maturity adjusted for prepayments. Loan run-off and repricing assumes a
     constant prepayment rate based on coupon rate and maturity.
(2)  Passbook savings and demand deposits are presented in the earliest
     repricing period since amounts in these accounts are subject to withdrawal
     on demand. Savings certificates are distributed assuming no withdrawal
     prior to maturity.



                                       16

<PAGE>   17


RATE/VOLUME ANALYSIS

         The table below sets forth certain information regarding changes in
interest income and interest expense of the Bank for the periods indicated. The
calculations are based on average month end balances during the respective
periods. For each category of interest-earning asset and interest-bearing
liability, information is provided on changes attributable to (1) changes in
volume (changes in volume multiplied by old rate) and (2) changes in rates
(change in rate multiplied by old volume). Changes in rate-volume (change in
rate multiplied by the change in volume) have been allocated to the volume and
rate changes based upon the pro-rata amount that rate and volume are to their
total change, before allocation of the rate/volume amount.
<TABLE>
<CAPTION>

                                                  Year ended June 30                        Year Ended June 30,
                                                    1994 vs. 1995                              1995 vs. 1996
                                                 Increase (Decrease)                        Increase (Decrease)
                                                 -------------------                        -------------------
                                          Volume         Rate         Total         Volume         Rate          Total
                                          ------         ----         -----         ------         ----          -----

<S>                                    <C>           <C>           <C>           <C>           <C>           <C>        
Interest Income....................    $      823    $      597    $    1,420    $      660    $      924    $     1,584
Loans..............................           (78)           (4)          (82)       (1,386)          248    $    (1,138)
Securities held to maturity........            40            89           129           825            74    $       899
Securities available for sale......            71            16            87           201            (4)   $       197
                                       ----------    ----------    ----------    ----------    ----------    -----------
Other interest-earning assets......    $      856    $      698    $    1,554    $      300    $     1,242   $     1,542
                                       ==========    ==========    ==========    ==========    ===========   ===========
Total interest earning assets......

Interest Expense:
Deposits...........................    $      153    $      587    $      740         $ 384    $     1,059   $     1,443
Borrowed Funds.....................           484           150           634          (542)           157          (385)
                                       ----------    ----------    ----------    ----------    -----------   ----------
Total interest-bearing liabilities.    $      637    $      737    $    1,374    $     (158)   $     1,216   $     1,058
                                       ==========    ==========    ==========    ==========    ===========   ===========
</TABLE>
<TABLE>
<CAPTION>

                                             Six Months Ended December 31,
                                                     1995 vs. 1996
                                                  Increase (Decrease)
                                                  -------------------
                                          Volume         Rate          Total
                                          ------         ----          -----

<S>                                    <C>           <C>           <C>       
Interest Income....................    $      239    $       18    $      257
Loans..............................        (1,082)           --    $   (1,082)
Securities held to maturity........           790           146    $      936
Securities available for sale......           (76)           (5)   $      (81)
                                       ----------    ----------    ----------
Other interest-earning assets......    $     (129)   $      159    $       30
                                       ==========    ==========    ==========
Total interest earning assets......

Interest Expense:
Deposits...........................    $      210    $      (45)   $      165
Borrowed Funds.....................          (307)           (1)   $     (308)
                                       ----------    ----------    ----------
Total interest-bearing liabilities.    $      (97)   $      (46)   $     (143)
                                       ==========    ==========    ==========
</TABLE>

COMPETITION

         The Bank faces strong competition in its primary market area for the
attraction and retention of deposits and in the origination of loans. The Bank's
most direct competition for deposits has historically come from other thrift
institutions and from commercial banks located in its primary market area.
However, in recent years the Bank has had significant competition from money
market mutual funds and other sources which are not subject to federal interest
rate limitations. The Bank's competition for real estate loans comes principally
from other thrift institutions, commercial banks, mortgage banking companies,
insurance companies and other institutional lenders.

         The Bank competes for loans through the interest rates and loan fees it
charges and the efficiency and quality of the services it provides borrowers,
real estate brokers, and home builders. It competes for deposits by offering a
wide variety of accounts, convenient branch locations, tax-deferred retirement
programs, and other miscellaneous services.



                                       17
<PAGE>   18


REGULATION, SUPERVISION AND GOVERNMENTAL POLICY

         On January 31, 1997, the Bank converted from a federal savings bank
chartered under the laws of the United States to a commercial bank chartered
under the laws of the State of Alabama and, immediately thereafter, completed
its internal reorganization into a bank holding company structure as a result of
which it became the wholly owned subsidiary of the Holding Company. The
following is a brief summary of certain statutes, rules and regulations
affecting the Holding Company and the Bank. A number of other statutes and
regulations have an impact on their operations. The following summary of
applicable statutes and regulations does not purport to be complete and is
qualified in its entirety by reference to such statutes and regulations.

         Bank Holding Company Regulation. The Holding Company is registered as a
bank holding company under the Holding Company Act and, as such, subject to
supervision and regulation by the Board of Governors of the Federal Reserve
System ("FRB"). A bank holding company is required to furnish to the FRB annual
and quarterly reports of its operations and to furnish such additional
information as the FRB may require pursuant to the Holding Company Act. The
Holding Company is also subject to regular examination by the FRB.

         Under the Holding Company Act, a bank holding company must obtain the
prior approval of the FRB before (i) acquiring direct or indirect ownership or
control of any voting shares of any bank or bank holding company if, after such
acquisition, the bank holding company would directly or indirectly own or
control more than 5% of such shares; (2) acquiring all or substantially all of
the assets of another bank or bank holding company; or (3) merging or
consolidating with another bank holding company.

         The Holding Company Act, as amended by the Riegle-Neal Act, generally
permits the FRB to approve interstate bank acquisitions by bank holding
companies without regard to any prohibitions of state law. See "Competition".

         Under the Holding Company Act, any company must obtain approval of the
FRB prior to acquiring control of the Holding Company or the Bank. For purposes
of the Holding Company Act, "control" is defined as ownership of more than 25%
of any class of voting securities of the Holding Company or the Bank, the
ability to control the election of a majority of the directors, or the exercise
of a controlling influence over management or policies of the Holding Company or
the Bank.

         The Change in Bank Control Act and the regulations of the FRB
thereunder require any person or persons acting in concert (except for companies
required to make application under the Holding Company Act), to file a written
notice with the FRB before such person or persons may acquire control of the
Holding Company the Bank. The Change in Bank Control Act defines "control" as
the power, directly or indirectly, to vote 25% or more of any voting securities
or to direct the management or policies of a bank holding company or an insured
bank.

         The Holding Company Act also prohibits, with certain exceptions, a bank
holding company from acquiring direct or indirect ownership or control of more
than 5% of the voting shares of a company that is not a bank or a bank holding
company, or from engaging directly or indirectly in activities other than those
of banking, managing or controlling banks, or providing services for its
subsidiaries. The principal exceptions to these prohibitions involve certain
non-bank activities which, by statute or by FRB regulation or order, have been
identified as activities closely related to the business of banking or managing
or controlling banks. The non-bank activities of the Holding Company are subject
to these legal and regulatory limitations under the Holding Company Act and the
FRB's regulations thereunder. Notwithstanding the FRB's prior approval of
specific nonbanking activities, the FRB has the power to order a holding company
or its subsidiaries to terminate any activity, or to terminate its ownership or
control of any subsidiary, when it has reasonable cause to believe that the
continuation of such activity or such ownership or control constitutes a serious
risk to the financial safety, soundness or stability of any bank subsidiary of
that holding company.


                                       18
<PAGE>   19


         The FRB has adopted guidelines regarding the capital adequacy of bank
holding companies, which require bank holding companies to maintain specified
minimum ratios of capital to total assets and capital to risk-weighted assets.
See "--Capital Requirements."

         The FRB has the power to prohibit dividends by bank holding companies
if their actions constitute unsafe or unsound practices. The FRB has issued a
policy statement on the payment of cash dividends by bank holding companies,
which expresses the FRB's view that a bank holding company should pay cash
dividends only to the extent that the company's net income for the past year is
sufficient to cover both the cash dividends and a rate of earning retention that
is consistent with the company's capital needs, asset quality, and overall
financial condition.

         Bank Regulation. As an Alabama banking institution, the Bank is subject
to regulation, supervision and regular examination by the Banking Department.
Furthermore, as a state bank that is not a member of the Federal Reserve System
(a "state nonmember bank"), the Bank is subject to regulation, supervision and
regular examination by the FDIC under the applicable provisions of the Federal
Deposit Insurance Act and the FDIC's regulations. The deposits of the Bank are
insured by the FDIC to the maximum extent provided by law (a maximum of $100,000
for each insured depositor). Alabama and federal banking laws and regulations
control, among other things, the Bank's required reserves, investments, loans,
mergers and consolidations, issuance of securities, payment of dividends, and
establishment of branches and other aspects of the Bank's operations.

         The Bank is required to pay assessments, based on a percentage of its
insured deposits, to the FDIC for insurance of its deposits by the SAIF. The
FDIC has established a risk-based deposit insurance assessment system for
insured depository institutions, under which insured institutions are assigned
assessment risk classifications based upon capital levels and supervisory
evaluations.

         In 1995 and 1996, institutions with SAIF-assessable deposits, like the
Bank, were required to pay higher deposit insurance premiums than institutions
with deposits insured by the Bank Insurance Fund (the "BIF"). In order to
recapitalize the SAIF and to address the insurance premium disparity, the
recently enacted Deposit Funds Insurance Act of 1996 (the "1996 Act") authorized
the FDIC to impose a one-time special assessment on all institutions with
SAIF-assessable deposits in the amount necessary to recapitalize the SAIF to the
statutorily designated reserve ratio of 1.25% of insured deposits. Institutions
were assessed at the rate of 65.7 basis points per $100 of each institution's
SAIF-assessable deposits as of March 31, 1995.

          In view of the recapitalization of the SAIF, the FDIC set the
effective insurance assessment rates payable by SAIF-insured institutions for
the first half of 1997 at zero to 27 basis points, depending on an individual
institution's risk classification. In addition, SAIF-insured institutions will
be required, until December 31, 1999, to pay assessments to the FDIC at the
annual rate of 6.6 basis points to help fund interest payments on certain bonds
issued by the Financing Corporation ("FICO"), an agency of the federal
government established to recapitalize the predecessor to the SAIF. During this
period, BIF member banks will be assessed for payment of the FICO obligations at
the annual rate of 1.3 basis points. After December 31, 1999, BIF and SAIF
member institutions will be assessed at the same rate for the FICO obligations.

         The 1996 Act also provides that the FDIC may not assess regular
insurance assessments for the SAIF unless required to maintain or to achieve the
designated reserve ratio of 1.25%, except for such assessments on those
institutions that are not classified as "well-capitalized" or that have been
found to have "moderately severe" or "unsatisfactory" financial, operational or
compliance weaknesses. As of December 31, 1996, the Bank was classified as
"well-capitalized."

         Under Alabama law, the approval of the Banking Department is required
if the total of all the dividends declared by the Bank in any calendar year
exceeds the Bank's net income as defined for that year combined with its
retained net income for the preceding two calendar years.

         The Bank is subject to various regulatory capital requirements
administered by the federal banking agencies, including the FDIC's capital
adequacy guidelines for state non-member banks. Failure to meet minimum capital
requirements can initiate certain mandatory -- and possibly additional
discretionary -- actions by regulators 


                                       19
<PAGE>   20

that, if undertaken, could have a direct material effect on the Bank's financial
statements. See "--Capital Requirements."

         The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") required the federal bank regulatory agencies to prescribe, by
regulation, non-capital safety and soundness standards for all insured
depository institutions and depository institution holding companies. The FDIC
and the other federal banking agencies have adopted guidelines prescribing
safety and soundness standards pursuant to FDICIA. The safety and soundness
guidelines establish general standards relating to internal controls and
information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, and compensation, fees and
benefits. In general the guidelines require, among other things, the maintenance
of appropriate systems and practices to identify and manage the risks and
exposures specified in the guidelines. In addition, pursuant to FDICIA, the FDIC
and the other banking agencies have proposed guidelines for asset quality and
earnings standards. Under the proposed standards, a bank would be required to
maintain systems, commensurate with its size and the nature and scope of its
operations, to identify problem assets and prevent deterioration in those assets
as well as to evaluate and monitor earnings and ensure that earnings are
sufficient to maintain adequate capital and reserves.

         Supervision, regulation and examination of the Holding Company and the
Bank by the bank regulatory agencies are intended primarily for the protection
of depositors rather than for holders of Holding Company stock or of the Holding
Company as the holder of the stock of the Bank.

         Capital Requirements. The FRB has established guidelines with respect
to the maintenance of appropriate levels of capital by bank holding companies,
and the FDIC has promulgated substantially similar capital adequacy regulations
for state non-member banks. These capital regulations impose two sets of capital
adequacy requirements: minimum leverage rules, which require bank holding
companies and banks to maintain a specified minimum ratio of capital to total
assets, and risk-based capital rules, which require the maintenance of specified
minimum ratios of capital to "risk-weighted" assets.

         The regulations of the FRB and the FDIC require bank holding companies
and state non-member banks, respectively, to maintain a minimum leverage ratio
of "Tier 1 capital" (as defined in the risk-based capital guidelines discussed
in the following paragraphs) to total assets of 3.0%. Although setting a minimum
3.0% leverage ratio, the regulations state that only the strongest bank holding
companies and banks, with composite examination ratings of 1 under the rating
system used by the federal bank regulators, would be permitted to operate at or
near such minimum level of capital. All other bank holding companies and banks
are expected to maintain a leverage ratio of at least 1% to 2% above the minimum
ratio, depending on the assessment of an individual organization's capital
adequacy by its primary regulator. Any bank or bank holding company experiencing
or anticipating significant growth would be expected to maintain capital well
above the minimum levels. In addition, the FRB has indicated that whenever
appropriate, and in particular when a bank holding company is undertaking
expansion, seeking to engage in new activities or otherwise facing unusual or
abnormal risks, it will consider, on a case-by-case basis, the level of an
organization's ratio of tangible Tier 1 capital (after deducting all
intangibles) to total assets in making an overall assessment of capital.

         The risk-based capital rules of the FRB and the FDIC require bank
holding companies and state non-member banks, respectively, to maintain minimum
regulatory capital levels based upon a weighing of their assets and off-balance
sheet obligations according to risk. The risk-based capital rules have two basic
components: a core capital (Tier 1) requirement and a supplementary capital
(Tier 2) requirement. Core capital consists primarily of common stockholders'
equity, certain perpetual preferred stock (which must be noncumulative with
respect to banks), and minority interests in the equity accounts of consolidated
subsidiaries; less intangible assets, primarily goodwill. Supplementary capital
elements include, subject to certain limitations, the allowance for losses on
loans and leases; perpetual preferred stock that does not qualify for Tier 1 and
long-term preferred stock with an original maturity of at least 20 years from
issuance; hybrid capital instruments, including perpetual debt and mandatory
convertible securities; and subordinated debt and intermediate-term preferred
stock. The risk-based capital regulations assign balance sheet assets and credit
equivalent amounts of off-balance sheet obligations to one of four broad risk
categories based principally on the degree of credit risk associated with the
obligor. The assets and off-



                                       20
<PAGE>   21

balance sheet items in the four risk categories are weighted at 0%, 20%, 50% and
100%. These computations result in the total risk-weighted assets.

         The risk-based capital regulations require all banks and bank holding
companies to maintain a minimum ratio of total capital to total risk-weighted
assets of 8%, with at least 4% as core capital. For the purpose of calculating
these ratios: (i) supplementary capital will be limited to no more than 100% of
core capital; and (ii) the aggregate amount of certain types of supplementary
capital will be limited. In addition, the risk-based capital regulations limit
the allowance for loan losses includable as capital to 1.25% of total
risk-weighted assets.

         Under FDICIA, the federal banking agencies were required to revise
their risk-based capital standards to ensure that such standards take adequate
account of interest rate risk, concentration of credit risk and the risks of
nontraditional activities. The FRB, the FDIC and the other banking agencies have
amended the risk-based capital standards to take account of a bank's
concentration of credit risk, the risk of nontraditional activities, and a
bank's exposure to declines in the economic value of its capital resulting from
changes in interest rates. The revised capital guidelines do not, however,
codify a measurement framework for assessing the level of a bank's interest rate
exposure. The FRB, the FDIC and the other banking agencies have adopted a joint
policy statement requiring that banks adopt comprehensive policies and
procedures for managing interest rate risk and setting forth general standards
for such internal policies.

         The FDIC has issued final regulations that classify insured depository
institutions by capital levels and provide that the applicable agency will take
various prompt corrective actions to resolve the problems of any institution
that fails to satisfy the capital standards. Under such regulations, a
"well-capitalized" bank is one that is not subject to any regulatory order or
directive to meet any specific capital level and that has or exceeds the
following capital levels: a total risk-based capital ratio of 10%, a Tier 1
risk-based capital ratio of 6%, and a leverage ratio of 5%. An "adequately
capitalized" bank is one that does not qualify as "well capitalized" but meets
or exceeds the following capital requirements: a total risk-based capital of 8%,
a Tier 1 risk-based capital ratio of 4%, and a leverage ratio of either (i) 4%
or (ii) 3% if the bank has the highest composite examination rating. A bank not
meeting these criteria is treated as "undercapitalized," "significantly
undercapitalized," or "critically undercapitalized" depending on the extent to
which the bank's capital levels are below these standards. A bank that fails
within any of the three "undercapitalized" categories will be subject to certain
severe regulatory sanctions required by FDICIA and the regulations of the FDIC.
As of December 31, 1996, the Bank would have been categorized as
"well-capitalized" by the FDIC.

         Effects of Governmental Policy. The earnings and business of BancTrust
and Peoples Bank have been and will be affected by the policies of various
regulatory authorities of the United States, particularly the FRB. Important
functions of the FRB, in addition to those enumerated above, include the
regulation of the supply of money in light of general economic conditions within
the United States. The instruments of monetary policy employed by the FRB for
these purposes influence in various ways the overall level of investments,
loans, other extensions of credit and deposits, and the interest rates paid on
liabilities and received on interest-earning assets.

         Banking is a business which depends on interest rate differentials. In
general, the difference between the interest paid by the Bank on its deposits
and its other borrowings and the interest received by the Bank on loans extended
to customers and securities held in its investment portfolios comprises the
major portion of the Bank's earnings. The earnings and gross income of the Bank
thus have been and will be subject to the influence of economic conditions
generally, both domestic and foreign, and also to monetary and fiscal policies
of the United States and its agencies, particularly the FRB. The nature and
timing of any future changes in such policies and their impact on Peoples Bank
are not predictable. 


                                       21

<PAGE>   22

EMPLOYEES

         As of December 31, 1996, the Bank had 82 full-time and 18 part-time
employees.

         The employees are not represented by a collective bargaining agreement.
The Bank believes its employee relations are good.

EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>

Name, Age and Position                                    Business Experience
----------------------                                    -------------------
<S>                                                       <C>                                                          
Robert B. Nolen, Jr., 37 -                                Mr. Nolen joined the Bank in 1987 as First  
President of the Holding                                  Vice President, Chief Financial Officer and 
Company and theBank                                       Treasurer. Effective July 1, 1994, Mr. Nolen
                                                          was appointed President and Chief Executive 
                                                          Officer of the Bank. As President of each of
                                                          the Holding Company and Bank, Mr. Nolen is         
                                                          responsible for ensuring that the overall          
                                                          operations of the Holding Company and the   
                                                          Bank are carried out in accordance with the 
                                                          policies and procedures of the Board of     
                                                          Directors.                                  
                                                          

Mary Jo Gunter, 43 -                                      Ms. Gunter joined the Bank in September 1976
Vice President of the                                     and has served in various lending related   
Holding Company and Senior                                positions within the Bank. She is           
Vice President - Banking Services                         responsible for branch operations,          
of the Bank.                                              personnel, loan servicing and other customer
                                                          service areas.                              

</TABLE>


ITEM 2.  PROPERTIES                                       

         The Bank has 5 offices located in central and northwestern Alabama. The
following discussion provides relevant information on these offices.

Home Office
1811 2nd Avenue
Jasper, Alabama  35501

         In 1984, the Bank purchased a four-story, 38,000 square foot building
at this location for $1,650,000. Following remodeling at a cost of $981,000, the
Bank moved its headquarters to this location in 1987. The Bank currently
occupies three floors in this building and leases two floors to the Alabama
Surface Mining Commission. The net book value at December 31, 1996 was
$2,131,183.

Jasper Mall Branch
U.S. Highway 78 and Mallway
Jasper, Alabama  35501

         This branch was opened in March 1982. The total investment in the
property was $383,006 and the net book value at June 30, 1996 was $254,709. The
total square footage of the branch is 1,800 square feet. The Bank owns the
building and leases the property from an affiliate of the Bank. The term of the
lease is 35 years, and will terminate in September 2017. The rental for the year
ended June 30, 1996 and the six months ended December 31, 1996 was $20,329 and
$11,931, respectively.




                                       22
<PAGE>   23

Haleyville Branch
1012 20th Street
Haleyville, Alabama  35565

         The Haleyville Branch was acquired in a merger of First Federal Savings
and Loan Bank of Haleyville, Alabama with the Bank effective October 1983. The
total square footage is 3,100 sq. ft. The Bank leases the building and property
from an affiliate of the Bank. The term of the lease is 25 years, terminating
May 31, 2008. The annual rental is adjusted on February 1st of each year. The
rental for the year ended June 30, 1996 and the six months ended December 31,
1996 was $23,514 and $10,152, respectively.

Sumiton Branch
U.S. Highway & Bryan Road
Sumiton, Alabama  35148

         The office was opened in February 1976. The total investment in the
property was $263,260 and the net book value at June 30, 1996 was $127,446. The
total square footage is 1,000 square feet. The Bank owns the building and leases
the property. The initial lease effective July 1, 1975 provided a term of 10
years with the option to renew for two successive periods of 5 years each.
During fiscal 1992, an amendment to the lease was executed to provide the Bank
with the options of four additional 5 year extensions to the lease. The rental
for the year ended June 30, 1996 and the six months ended December 31, 1996 was
$8,030 and $4,434, respectively.

Birmingham South
701 Montgomery Highway
Birmingham, Alabama  35203

         This office was opened in October 1991 in rented space previously
utilized as an agency office of the Bank. A five-year lease with two five-year
renewal options was entered into during October 1992, for office space at 701
Montgomery Highway. The total square footage of this office facility is 3,106.
The rental for the year ended June 30, 1996 and the six months ended December
31, 1996 was $31,697 and $16,321, respectively.

Administrative Office
312 West 18th Street
Jasper, Alabama  35501

         This office was opened in March 1960. In June 1987 it was remodeled
from the home office of the Bank to the Bank's administrative office. The total
investment in the property was $490,789 and the net book value at June 30, 1996
was $379,722. The total square footage of this office is 7,000 square feet. The
Bank owns the building and leases the land from an affiliate of the Bank. The
term of the lease is 10 years, and will terminate December 31, 1996. The annual
rental for fiscal 1995 was $12,600. The lease provides four additional options
to renew for 5 years each. The Bank has been granted right of first refusal on
the purchase of the land on which the building stands.

         On August 17, 1994, the Bank agreed to sublease this building to
SouthTrust Bank of Walker County. The initial term of this sublease extends
until December 31, 2001. The Bank has also extended to SouthTrust Bank the
option to renew the sublease for three additional terms of five years each.

         For further information on the Bank's lease commitments, see Note 4 of
Notes to Consolidated Financial Statements.

         The total net book value of the Bank's investment in premises and
equipment was $5,176,991 at December 31, 1996. See Note 4 of Notes to
Consolidated Financial Statements for further information.



                                       23
<PAGE>   24

ITEM 3.  LEGAL PROCEEDINGS

         On October 27, 1993, a suit was initiated in the Circuit Court for
Walker County, Alabama by one customer who alleged that the Bank improperly
charged his account for insufficient funds. The plaintiff also alleged that he
represented a class composed of both current and past customers of the Bank. The
Bank denied the material allegations of the plaintiff's complaint. Despite the
fact that no discovery had been taken, the Court set the matter for preliminary
injunction, summary judgment, class action certification and other matters on
January 25, 1994. Notwithstanding, on January 28, 1994, the Court ordered that
the suit proceed as a class action but did not rule on the validity and
truthfulness of the allegations in the complaint. The Bank filed a motion for
the Circuit Court Judge to recuse himself, which was refused. Additionally, on
motion of the plaintiff's attorney, the Judge disqualified the Bank's attorneys
from further representation of the Bank in this litigation. The Circuit Court
then entered a Scheduling Order resulting in a trial setting in September 1994.
The Bank appealed the rulings of the Circuit Court to the Alabama Supreme Court.
The Alabama Supreme Court subsequently stayed all orders of the Circuit Court
pending its review of all matters before it. No date has been set for a ruling
by the Supreme Court on the Bank's pending motions. There has been no
substantive change in the status of this lawsuit since June 30, 1994.

         Three suits are currently pending against the Bank in the Circuit Court
for Walker County, Alabama which involve the sale of credit life insurance -
Rhonda Hood vs. First Federal of Alabama, Patricia Green vs. First Federal of
Alabama, and Dutton vs. First Federal of Alabama. The oldest of these cases,
Dutton, was initiated in 1994 and has never been considered by the Bank to be
material to its business or financial condition. The most recent cases, Hood and
Green, were initiated on January 18, 1996 and January 23, 1996, respectively,
and allege overcharging for credit life insurance, as well as misrepresentations
regarding splitting of the commission or premium between the Bank and the
insurance company with which it dealt. In the event a settlement is not effected
in the Hood and Green cases, the Bank anticipates that each of the plaintiffs
therein will allege that the plaintiff represents a class composed of customers
of the Bank. No amount of compensatory or punitive damages has been claimed in
the Hood and Green cases.

         In addition to the litigation noted above, the Bank is from time to
time subject to routine litigation incidental to its business. Such litigation
may include alleged compensatory and punitive damages. In recent years in the
State of Alabama many complaints have been filed which ultimately seek punitive
damage awards in amounts that bear little or no relation to actual damages. In
some of these cases, juries have awarded large punitive damage awards to the
plaintiffs.

         Although it is not possible to determine with any certainty at this
point in time the potential exposures related to damages in connection with any
pending litigation against the Bank, it is the opinion of management, based upon
consultation with legal counsel, that the ultimate resolution of all pending
litigation against the Bank will not have a materially adverse effect on the
Bank's business or financial condition.



                                       24
<PAGE>   25


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

         On December 18, 1996, the Bank held its Annual Meeting of Stockholders
at which the following matters were voted on:

Proposal I - Election of Directors
<TABLE>
<CAPTION>

                  NOMINEES                                       FOR            WITHHOLD
                  --------                                     -------          --------

                  <S>                                          <C>                <C>  
                  O.H. Brown (three-year term)                 579,434            1,000
                  Sam W. Murphy (three-year term)              579,434            1,000
                  J.T. Waggoner (three-year term)              579,434            1,000
                  James M. Cannon (two-year term)              579,434            1,000
</TABLE>                                                                        

         The terms of directors Carlton Mayhall, Jr., Robert B. Nolen, Jr., Max
W. Perdue, Al H. Simmons, Greg Batchelor and Melvin R. Kacharos continued after
the Annual Meeting.

Proposal II - Ratification of appointment of Arthur Andersen LLP as the Bank's
              independent auditors for the 1997 fiscal year. 
<TABLE>
<CAPTION>

                              FOR             AGAINST           ABSTAIN
                            -------           -------           -------

                            <S>                  <C>             <C>  
                            578,934              0               1,500
</TABLE>

         There were no broker no votes.

         On January 29, 1997, the Bank held a Special Meeting of Stockholders at
which the following matters were voted on:

Proposal I - Approval of both the conversion of the Bank to an
             Alabama-chartered commercial bank and the reorganization of the
             converted Bank into the holding company form of ownership.
<TABLE>
<CAPTION>

                              FOR           AGAINST           ABSTAIN
                            -------         -------           -------

                            <S>              <C>               <C>  
                            503,698          3,298             1,715
</TABLE>

Proposal II - Approval of the Pinnacle Bank 1996 Stock Option and Incentive
              Plan.
<TABLE>
<CAPTION>

                              FOR           AGAINST           ABSTAIN
                            -------         -------           -------

                            <S>               <C>               <C>  
                            474,812           30,494            3,405
</TABLE>

         There were no broker no votes.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

         The information contained under the section captioned "Market Price and
Dividend Information" in the Bank's Annual Report to Stockholders for the period
ended December 31, 1996 (the "Annual Report"), is incorporated herein by
reference.


                                       25
<PAGE>   26

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The information contained in the section captioned "Management's
Discussion and Analysis" in the Annual Report is incorporated herein by
reference.

ITEM 7.  FINANCIAL STATEMENTS

         The financial statements contained in the Annual Report are
incorporated herein by reference.

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

         Not applicable.

                                    PART III

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

         For information concerning the Board of Directors of the Holding
Company, the information contained under the section captioned "Proposal I --
Election of Directors" in the Holding Company's definitive proxy statement, to
be filed within 120 days after the end of the fiscal year covered by this Form
(the "Proxy Statement"), is incorporated herein by reference. For information
concerning the executive officers of the Holding Company, see "Item 1. Business
-- Executive Officers of the Registrant," which is incorporated herein by
reference.

ITEM 10. EXECUTIVE COMPENSATION

         The information contained under the section captioned "Proposal I --
Election of Directors -- Executive Compensation" in the Proxy Statement is
incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a)    Security Ownership of Certain Beneficial Owners

                Information required by this item is incorporated herein by
                reference to the section captioned "Voting Securities and
                Principal Holders Thereof" of the Proxy Statement.

         (b)    Security Ownership of Management

                Information required by this item is incorporated herein by
                reference to the sections captioned "Voting Securities and
                Principal Holders Thereof" and "Proposal I -- Election of
                Directors" of the Proxy Statement.

         (c)    Changes in Control

                Management of the Registrant knows of no arrangements, including
                any pledge by any person of securities of the Registrant, the
                operation of which may at a subsequent date result in a change
                of control of the Registrant.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this item is incorporated herein by
reference to the sections captioned "Proposal I -- Election of Directors" and
"Voting Securities and Principal Holders Thereof" of the Proxy Statement.



                                       26
<PAGE>   27

                                     PART IV

ITEM 13.  EXHIBITS, LIST, AND REPORTS ON FORM 8-K

         (a)      Documents Filed as Part of Form 10-KSB

                  1.       Report of Independent Public Accountants*

                  2.       Consolidated Financial Statements*

                           (a)      Consolidated Statements of Financial
                                    Condition at June 30, 1996 and December 31,
                                    1996.

                           (b)      Consolidated Statements of Operations for
                                    the years ended June 30, 1995 and 1996 and
                                    the six months ended December 31, 1995
                                    (unaudited) and 1996.

                           (c)      Consolidated Statements of Stockholders'
                                    Equity for the years ended June 30, 1995 and
                                    1996 and the six months ended December 31,
                                    1995 (unaudited) and 1996.

                           (d)      Consolidated Statements of Cash Flows for
                                    the years ended June 30, 1995 and 1996 and
                                    the six months ended December 31, 1995
                                    (unaudited) and 1996.

                           (e)      Notes to Consolidated Financial Statements

                           All schedules have been omitted as the required
                           information is either inapplicable or included in the
                           Consolidated Financial Statements or related notes.

                  3.       Exhibits

                  3.1      Certificate of Incorporation

                  3.2      Bylaws

                  4        Form of Stock Certificate

                  10.1     Employment Agreement between the Registrant and
                           Robert B. Nolen, Jr. - Incorporated by reference to
                           Exhibit 10.2 to the Registrant's Registration
                           Statement on Form S-4 (File No. 333-11495)

                  10.2     Pinnacle Bank 1996 Stock Option and Incentive Plan -
                           Incorporated by reference to Exhibit 10.4 to the
                           Registrant's Registration Statement on Form S-4 (File
                           No. 333-11495)

                  13       Annual Report to Stockholders for the period ended
                           December 31, 1996. Except for the portions of the
                           Annual Report to Stockholders which are expressly
                           incorporated herein by reference, such Annual Report
                           to Stockholders is furnished for the information of
                           the SEC and is not to be deemed "filed" as part of
                           this Report.

                  22       Subsidiaries

                  27       Financial Data Schedule (for SEC use only)

         (b)      Not applicable.


                                       27
<PAGE>   28


                                   SIGNATURES

       In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         PINNACLE BANCSHARES, INC.


Date:  April 15, 1997                    By:    /s/ Robert B. Nolen, Jr.
                                                ------------------------
                                                Robert B. Nolen, Jr., President
                                                (Duly Authorized Representative)

       In accordance with the Exchange Act, 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/ Robert B. Nolen, Jr.                               By:    
       -------------------------------------                         --------------------
       Robert B. Nolen, Jr.                                          James W. Cannon
       President and Chief Executive Officer                         Director
       (Principal Executive Officer, Principal
       Financial Officer and Principal Accounting
       Officer)

Date:  April 15, 1997                                         Date:  

By:    /s/ Albert H. Simmons                                  By:    /s/ Max W. Perdue
       -------------------------------------                         ---------------------
       Albert H. Simmons                                             Max W. Perdue
       Chairman of the Board                                         Director

Date:  April 15, 1997                                         Date:  April 15, 1997

By:    /s/ O. H. Brown                                        By:    /s/ Greg Batchelor
       -------------------------------------                         --------------------
       O. H. Brown                                                   Greg Batchelor
       Director                                                      Director

Date:  April 15, 1997                                         Date:  April 15, 1997

By:                                                           By:    /s/ Melvin R. Kacharos
       -------------------------------------                         ----------------------
       Sam W. Murphy                                                 Melvin R. Kacharos
       Director                                                      Director

Date:                                                         Date:  April 15, 1997

By:     /s/ Carlton Mayhall, Jr.                              By:    /s/ J. T. Waggoner
       -------------------------------------                         --------------------
       Carlton Mayhall, Jr.                                          J. T. Waggoner
       Director                                                      Director

Date:  April 15, 1997                                         Date:  April 15, 1997


</TABLE>