<PAGE>   1


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

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
                                             -----------------

                                       OR

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

           FOR THE TRANSITION PERIOD FROM ____________ TO ____________
                       COMMISSION FILE NUMBER 000 - 24157
                                              -----------

                            SECURITY FINANCIAL CORP.
                     --------------------------------------
                 (Name of small business issuer in its charter)

                Delaware                                       34-1579662
------------------------------------                      ----------------------
   (State or other jurisdiction of                             (IRS Employer
   incorporation or organization)                            Identification No.)

    1 South Main Street, Niles, Ohio                            44446-0228
------------------------------------------------          ----------------------
 (Address of principal executive offices)                       (Zip Code)

Issuers's telephone number, including area code           (330) 544-7400
                                                     ---------------------------

        Securities registered pursuant to Section 12(b) of the Act: NONE
        Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, no par value
                           --------------------------
                                (Title of Class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of 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. [ ]

State issuer's revenue for its most recent fiscal year $13,036,000

The aggregate market value of the voting stock held by nonaffiliates of the
registrant based upon the closing market price as of March 15, 2000 was $23.9
million

As of March 15, 2000, there were 361,776 shares of no par value common stock
issued and outstanding.

Transitional small business disclosure format (check one)    Yes       No  X
                                                                ---       ---

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions of the Annual Report to Stockholders for the Fiscal Year ended
     December 31, 1999. (Part II)
2.   Portions of the Proxy Statement for the Annual Meeting of Stockholders for
     the Fiscal Year ended December 31, 1999. (Part III)



                                       1
<PAGE>   2





                                      INDEX


<TABLE>
<S>       <C>                                                                                  <C>
PART I
Item 1.   Business..........................................................................    3
          Selected Financial Data...........................................................    8
Item 2.   Properties........................................................................   20
Item 3.   Legal Proceedings.................................................................   21
Item 4.   Submission of Matters to a Vote of Security Holders...............................   21

PART II
Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters.............   21
Item 6.   Management's Discussion and Analysis of Financial Condition
            and Results of Operation........................................................   21
Item 7.   Financial Statements .............................................................   21
          Report of Independent Auditors
          Consolidated Financial Statements
          Notes to Consolidated Financial Statements
Item 8.   Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure........................................................   21

PART III
Item 9.   Directors and Executive Officers of the Registrant................................   21
Item 10.  Executive Compensation............................................................   22
Item 11.  Security Ownership of Certain Beneficial Owners and Management....................   22
Item 12.  Certain Relationships and Related Transactions....................................   22
Item 13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K..................   22


Signatures..................................................................................   23
</TABLE>



                                       2
<PAGE>   3



PART I

ITEM 1. BUSINESS
----------------

The purpose of the Security Financial Corp. (the "Company") is to engage in any
lawful act or activity for which corporations may be organized under the General
Company Law of Delaware.

Forward Looking Statements
--------------------------

Security Financial Corporation may from time to time make written or oral
"forward-looking statements," including statements contained in the Company's
filings with the Securities and Exchange Commission (including this Annual
Report on Form 10-KSB and the exhibits thereto), in its reports to stockholders
and in other communications by the Company, which are made in good faith by the
Company pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995.

These forward-looking statements involve risks and uncertainties, such as
statements of the Company's plans, objectives, expectations, estimates and
intentions, that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's financial performance to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in such
forward-looking statements: the strength of the United States economy in general
and the strength of the local economies in which the Company conducts
operations; the effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System, inflation, interest rate, market and monetary
fluctuations; the timely development of and acceptance of new products and
services of the Company and the perceived overall value of these products and
services by users; including the features, pricing and quality compared to
competitors' products and services; the willingness of the users to substitute
competitors' products and services for the Company's products and services; the
success of the Company in gaining regulatory approval of its products and
services, when required; the impact of changes in financial services laws and
regulations (including laws concerning taxes, banking, securities, and
insurance); technological changes, acquisitions; changes in consumer spending
and savings habits; and the success of the Company at managing the risks
involved in the foregoing.

The Company does not undertake to update any forward-looking statement, whether
written or oral, that may be made from time to time by or on behalf of the
Company.

General
-------

The Company was incorporated under the laws of the State of Delaware on November
23, 1987, at the direction of management of Security Dollar Bank ("the Bank"),
for the purpose of becoming a bank holding company by acquiring all of the
outstanding shares of the Bank. In March 1988, the Company became the sole
shareholder of the Bank. The Bank carries on business under the name "Security
Dollar Bank." The principal office of the Company is located at 1 South Main
Street, Niles, Ohio 44446-0228.

The Company, through its affiliate, conducts the business of a commercial
banking organization. At December 31, 1999, the Company and its subsidiary had
consolidated total assets of approximately $172.7 million, consolidated total
deposits of approximately $145.4 million and consolidated total equity of
approximately $14.3 million.


                                       3
<PAGE>   4



The Company, through its banking affiliate, offers a broad range of banking
services to the commercial, industrial and consumer markets which it serves.
Services include commercial, real estate and personal loans; checking, savings
and time deposits and other customer services such as safe deposit facilities.
The Company does not have any foreign operations, assets or investments.

The Bank is a state banking corporation. The Bank is regulated by the Ohio
Division of Financial Institutions ("ODFI") and the Federal Reserve Bank and its
deposits are insured by the Federal Deposit Insurance Corporation to the extent
permitted by law.

The Bank is headquartered in Niles, Ohio, which is located in the northeast
portion of Ohio, in the County of Trumbull. Trumbull County has a population of
approximately 227,000. Over the past 10 years less dependence on the steel
industry has occurred with a resulting increase in service related businesses.
The area's largest single employer is General Motors, which operates an assembly
facility within Trumbull County. The Bank provides customary retail and
commercial banking services to its customers, including checking and savings
accounts, time deposits, NOW accounts, safe deposit facilities, real estate
mortgage loans and installment loans. The Bank also makes secured and unsecured
commercial loans.

The largest category of loans comprising the Bank's loan portfolio is
residential real estate loans. These loans are primarily single family
residential real estate loans secured by a first mortgage on the dwelling. The
risks associated with these loans are primarily the risk of default in repayment
and inadequate collateral. The next largest loan segment of the Bank's loan
portfolio is the commercial category. The loans comprising this category
represent loans to business interests, located primarily within the Bank's
defined market areas, with no significant industry concentration. Commercial
loans include both secured and unsecured loans. The risks associated with these
loans are principally the risk in default of the payment of principal resulting
from economic problems of the commercial customer, economic downturn affecting
the market in general and in the case of secured loans inadequate collateral.
Consumer and credit card loans comprise the third largest area of the Bank's
loan portfolio. These loans include consumer installment including automobile
loans as well as personal loans and credit card loans. The risks inherent in
these loans include the risk of default in principal, repayment and in the case
of secured loans the risk of inadequate collateral.

Employees
---------

As of December 31, 1999, the Bank had 80 full-time and 24 part-time employees.
The Bank provides a number of benefits for its full-time employees, including
health and life insurance, retirement plan, workers' compensation, social
security, paid vacations, and numerous bank services.

Competition
-----------

The commercial banking business in the market areas served by the Bank is very
competitive. The Company and the Bank are in competition with commercial banks
located in their own service areas. Some competitors of the Company and the Bank
are substantially larger than the Bank. In addition to local bank competition,
the Bank competes with larger commercial banks located in metropolitan areas,
savings banks, savings and loan associations, credit unions, finance companies
and other financial institutions for loans and deposits.


                                       4
<PAGE>   5


Certain Regulatory Considerations
---------------------------------

The following is a summary of certain statutes and regulations affecting the
Company and its subsidiaries. This summary is qualified in its entirety by such
statutes and regulations.

The Company
-----------

The Company is a registered bank holding company under the Bank Holding Company
Act of 1956, as amended, ("BHC Act") and as such is subject to regulation by the
Federal Reserve Board. A bank holding company is required to file with the
Federal Reserve Board quarterly reports and other information regarding its
business operations and those of its subsidiaries. A bank holding company is
subject to examination by the Federal Reserve Board.

The BHC Act requires every bank holding company to obtain the prior approval of
the Federal Reserve Board before acquiring substantially all the assets of any
bank or bank holding company or ownership or control of any voting shares of any
bank or bank holding company, if, after such acquisition, it would own or
control, directly or indirectly, more than five percent (5%) of the voting
shares of such bank or bank holding company.

In approving acquisitions by bank holding companies of companies engaged in
banking-related activities, the Federal Reserve Board considers whether the
performance of any such activity by a subsidiary of the holding company
reasonably can be expected to produce benefits to the public, such as greater
convenience, increased competition, or gains in efficiency, which outweigh
possible adverse effects, such as over concentration of resources, decrease of
competition, conflicts of interest, or unsound banking practices.

Bank holding companies are restricted in, and subject to, limitations regarding
transactions with subsidiaries and other affiliates.

In addition, bank holding companies and their subsidiaries are prohibited from
engaging in certain "tie in" arrangements in connection with any extensions of
credit, leases, sales of property, or furnishing of services.

The Company's Subsidiary
------------------------

The Company operates a single bank, namely, Security Dollar Bank. As an Ohio
state chartered commercial bank the Bank is supervised and regulated by the
ODFI, and subject to laws and regulations applicable to Ohio banks.

Capital
-------

The Federal Reserve Board, ODFI, and FDIC require banks and holding companies to
maintain minimum capital ratios.

The Federal Reserve Board adopted final "risk-adjusted" capital guidelines for
bank holding companies. The guidelines became fully implemented as of December
31, 1992. The ODFI and FDIC have adopted substantially similar risk-based
capital guidelines. These ratios involve a mathematical process of assigning
various risk weights to different classes of assets, then evaluating the sum of
the risk-weighted balance sheet structure against the Company's capital base.
The rules set the minimum guidelines for the ratio of capital to risk-weighted
assets (including certain off-balance sheet activities, such as standby letters
of credit) at 8%. At least half of the total capital is to be composed of common
equity, retained earnings, and a limited amount of perpetual preferred stock
less certain goodwill items ("Tier 1 Capital").


                                       5
<PAGE>   6


The remainder may consist of a limited amount of subordinated debt, other
preferred stock, or a limited amount of loan loss reserves.

In addition, the federal banking regulatory agencies have adopted leverage
capital guidelines for banks and bank holding companies. Under these guidelines,
banks and bank holding companies must maintain a minimum ratio of three percent
(3%) Tier 1 Capital (as defined) to total assets. The Federal Reserve Board has
indicated, however, that banking organizations that are experiencing or
anticipating significant growth, are expected to maintain capital ratios well in
excess of the minimum levels.

Regulatory authorities may increase such minimum requirements for all banks and
bank holding companies or for specified banks or bank holding companies.
Increases in the minimum required ratios could adversely affect the Company and
the Bank, including their ability to pay dividends.


Additional Regulation
---------------------

The Bank is also subject to federal regulation as to such matters as required
reserves, limitation as to the nature and amount of its loans and investments,
regulatory approval of any merger or consolidation, issuance or retirement of
their own securities, limitations upon the payment of dividends and other
aspects of banking operations. In addition, the activities and operations of the
Bank are subject to a number of additional detailed, complex and sometimes
overlapping laws and regulations. These include state usury and consumer credit
laws, state laws relating to fiduciaries, the Federal Truth-in-Lending Act and
Regulation Z, the Federal Equal Credit Opportunity Act and Regulation B, the
Fair Credit Reporting Act, the Truth in Savings Act, the Community Reinvestment
Act, anti-redlining legislation and antitrust laws.

Dividend Regulation
-------------------

The ability of the Company to obtain funds for the payment of dividends and for
other cash requirements is largely dependent on the amount of dividends which
may be declared by the Bank. Generally, the Bank may not declare a dividend,
without the approval of the ODFI, if the total of dividends declared in a
calendar year exceeds the total of its net profits for that year combined with
its retained profits of the preceding two years.

Subsequent to December 31, 1999, the Company entered into a formal regulatory
agreement with its primary regulators, The Federal Reserve and The Ohio Division
of Financial Institutions which, among other things, requires regulatory
approval for any payment of dividends by the Bank to the Company.

Government Policies and Legislation
-----------------------------------

The policies of regulatory authorities, including the ODFI, Federal Reserve
Board, FDIC and the Depository Institutions Deregulation Committee, have had a
significant effect on the operating results of commercial banks in the past and
are expected to do so in the future. An important function of the Federal
Reserve System is to regulate aggregate national credit and money supply through
such means as open market dealings in securities, establishment of the discount
rate on member bank borrowings, and changes in reserve requirements against
member bank deposits. Policies of these agencies may be influenced by many
factors, including inflation, unemployment, short-term and long-term changes in
the international trade balance and fiscal policies of the United States
government.

In November of 1999, the Gramm-Leach-Bliley, or Financial Services Modernization
Act, was enacted, amending the Bank Holding Company Act of 1956 and modernizing
the laws governing the financial services industry. This Act contains a variety
of provisions of benefit to the banking industry, including language which
greatly expands the powers of banks and bank holding companies by authorizing a
bank holding company to affiliate with any financial company and cross-sell an
affiliate's products, thus


                                       6
<PAGE>   7


allowing such a company to offer its customers any financial product or service.
The Act expands the number of permissible activities to include a wide variety
of financial activities; any activity in the future not already included in the
list that the Federal Reserve and the Treasury Department consider financial in
nature or incidental to financial activities; and any activity that the Federal
Reserve determines is complementary to a financial activity and which does not
pose a substantial safety and soundness risk. In addition, the Act fully closes
the unitary thrift loophole which permits commercial companies to own and
operate thrifts, reforms the Federal Home Loan Bank System to significantly
increase community banks' access to loan funding and protects banks from
discriminatory state insurance regulation. The Act also includes new provisions
in the privacy area, restricting the ability of financial institutions to share
nonpublic personal information with third parties. The specific effects of the
enactment of the Financial Services Modernization Act on the banking industry in
general and on Security Financial Corp. and Security Dollar Bank in particular
have yet to be determined due to the fact that the Financial Services
Modernization Act was only recently adopted.

Deposit Insurance
-----------------

The Federal Deposit Insurance Company Improvement Act of 1991 ("FDICIA") was
enacted in 1991. Among other things, FDICIA requires federal bank regulatory
authorities to take "prompt corrective action" with respect to banks that do not
meet minimum capital requirements. For these purposes, FDICIA establishes five
capital tiers: well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized, and critically undercapitalized.

As an FDIC-insured institution, the Bank is required to pay deposit insurance
premium assessments to the FDIC. The amount each institution pays for FDIC
deposit insurance coverage is determined in accordance with a risk-based
assessment system under which all insured depository institutions are placed
into one of nine categories and assessed insurance premiums based upon their
level of capital and supervisory evaluation. Institutions classified as
well-capitalized (as defined by the FDIC) and considered healthy pay the lowest
premium while institutions that are less than adequately capitalized (as defined
by the FDIC) and considered substantial supervisory concerns pay the highest
premium. Because the Bank is "well-capitalized," it currently pays less than the
maximum deposit insurance premiums.

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

Proposed Legislation
--------------------

In addition to the above, there have been proposed a number of legislative and
regulatory proposals designed to strengthen the federal deposit insurance system
and to improve the overall financial stability of the U.S. banking system. It is
impossible to predict whether or in what form these proposals may be adopted in
the future, and if adopted, what their effect would be on the Company.

Selected Financial Information
------------------------------

The following table sets forth certain information concerning the consolidated
financial position of the Company at the dates indicated:



                                       7
<PAGE>   8


Selected Consolidated Financial Data
------------------------------------

The following table sets forth certain selected consolidated financial
information of the Corporation.

<TABLE>
<CAPTION>
                                                                  Year ended December 31,
                                         --------------------------------------------------------------------------
                                              1999           1998           1997            1996           1995
                                              ----           ----           ----            ----           ----
                                                       (Dollars in thousands, except per share data)
<S>                                      <C>            <C>             <C>            <C>             <C>
Statements of income:
   Total interest income                 $     12,120   $      12,657   $     12,848   $     11,269    $      8,995
   Total interest expense                       6,079           6,492          6,328          5,457           4,243
                                         ------------   -------------   ------------   ------------    ------------
     Net interest income                        6,041           6,165          6,520          5,812           4,752
   Provision for loan losses                      970           2,267          1,250            668             198
                                         ------------   -------------   ------------   ------------    ------------
     Net interest income after
       provision for loan losses                5,071           3,898          5,270          5,144           4,554
   Securities gains, net                            7              51             25             26              22
   Other noninterest income                       909             834            916            801             728

   Other noninterest expenses                   5,201           4,730          4,284          4,186           3,832
   Federal income tax expense
     (benefit)                                    151            (100)           609            543             422
                                         ------------   -------------   ------------   ------------    ------------
     Net income                          $        635   $         153   $      1,318   $      1,242    $      1,050
                                         ============   =============   ============   ============    ============

Per share of common stock: (1)
   Net income                            $       1.77   $         .43   $       3.89   $       4.22    $       3.65
   Dividends                                     1.24            1.20           1.09            .94             .84
   Book value                                   39.64           41.25          41.40          36.37           33.42

Average common shares
  outstanding                                 359,212         355,009        330,354        285,730         279,356

Year-end balances:
   Loans, net                            $    107,468   $     108,952   $    110,751   $    113,310    $     81,988
   Securities                                  40,544          44,360         41,639         26,691          18,737
   Total assets                               172,667         172,074        167,258        152,899         127,064
   Cash and cash equivalents                   17,359          10,733          8,906          6,868           6,189
   Deposits                                   145,366         148,917        145,352        129,670         109,571
   Borrowings                                  12,406           7,649          6,524         11,754           7,246
   Stockholders' equity                        14,341          14,744         14,633         10,799           9,789

KEY OPERATING RATIOS:
Return on average assets (net income
  divided by average total assets)               0.37%            .09%           .81%           .86%            .90%
Return on average equity (net income
  divided  by average equity)                    4.38            1.04           9.83          12.14           12.51
Dividend payout ratio (dividends
  declared per share divided by net
      income per share)                         70.06          279.07          27.98          22.35           23.26
Equity to assets ratio (average equity
  divided by average total assets)               8.34            8.72           8.26           7.12            7.19
Allowance for loan losses to
  nonperforming loans                          109.80          133.97          64.51          85.75          236.45
</TABLE>

(1) All share and per share data has been restated for the effect of common
    stock dividends and splits.



                                       8
<PAGE>   9


Securities
----------

The securities portfolio decreased by $3.8 million or 8.6% in 1999. Most of the
decrease occurred in mortgage-backed securities and obligations of states and
political subdivisions, which decreased by $3.5 million and $720,000,
respectively.

In general investment in securities is limited to those funds the bank feels it
has in excess of funds used to satisfy loan demand and operating considerations.

The following table shows the amortized cost and estimated market value of
investment securities by type of obligation at the dates indicated.

<TABLE>
<CAPTION>
                                               _______________________________1 9 9 9______________________________
                                                                       Gross            Gross
                                                   Amortized        Unrealized       Unrealized           Fair
                                                     Cost              Gains           Losses             Value
                                                     ----              -----           ------             -----
<S>                                            <C>                <C>               <C>            <C>
AVAILABLE FOR SALE
U.S. Treasury and Government
  Agency securities                            $     7,145,502    $       16,952    $    (139,750) $      7,022,704
Obligations of states and political
  subdivisions                                       9,117,043             4,590         (613,220)        8,508,413
Corporate obligations                                  195,109                 -           (7,296)          187,813
Mortgage-backed securities                          23,618,028            27,176         (509,988)       23,135,216
                                               ---------------    --------------    -------------  ----------------

     Total debt securities                          40,075,682            48,718       (1,270,254)       38,854,146

Equity securities                                    1,444,938           244,648                -         1,689,586
                                               ---------------    --------------    -------------  ----------------

     Total investment securities               $    41,520,620    $      293,366    $  (1,270,254) $     40,543,732
                                               ===============    ==============    =============  ================
</TABLE>



<TABLE>
<CAPTION>
                                               _______________________________1 9 9 8______________________________
                                                                       Gross            Gross
                                                   Amortized        Unrealized       Unrealized           Fair
                                                     Cost              Gains           Losses             Value
                                                     ----              -----           ------             -----
<S>                                            <C>                <C>               <C>            <C>
AVAILABLE FOR SALE
U.S. Treasury and Government
  Agency securities                            $     6,824,464    $       15,258    $      (3,187) $      6,836,535
Obligations of states and political
  subdivisions                                       9,182,033           105,136          (59,101)        9,228,068
Mortgage-backed securities                          26,499,393           339,260         (164,157)       26,674,496
                                               ---------------    --------------    -------------  ----------------

     Total investment securities                    42,505,890           459,654         (226,445)       42,739,099

Equity securities                                    1,468,638           158,793           (6,716)        1,620,715
                                               ---------------    --------------    -------------  ----------------

     Total investment securities               $    43,974,528    $      618,447    $    (233,161) $     44,359,814
                                               ===============    ==============    =============  ================
</TABLE>

The Company's investment securities portfolio at December 31, 1999 did not
contain securities of any issuers with an aggregate book value in excess of 10%
of the Company's equity, excluding those issued by the United States Government
or its agencies.

The following table sets forth certain information regarding the carrying
values, weighted average yields and maturities of the Bank's investment
securities portfolio at December 31, 1999.


                                       9
<PAGE>   10



<TABLE>
<CAPTION>
                                                            (Dollars in thousands)
------------------------------------------------------------------------------------------------------------------------
                                One              One to             Five to          More than
                           Year and Less      Five     Years     Ten      Years    Ten      Years     Total   Securities
------------------------------------------------------------------------------------------------------------------------

                         Carrying  Average  Carrying  Average  Carrying  Average Carrying  Average  Carrying   Average
                           Value    Yield    Value     Yield    Value     Yield   Value     Yield     Value     Yield

<S>                       <C>        <C>     <C>        <C>    <C>        <C>    <C>         <C>    <C>         <C>
U.S. Government
   agency securities      $ 2,343    5.87%   $ 2,568    6.16%  $                 $ 2,112     7.21%  $ 7,023     6.37%
Obligations of
   states and political
   subdivisions               251    4.70      1,815    5.54     6,442    5.37                        8,508     5.39
Corporate obligations                                              188    6.50                          188     6.50
Mortgage-backed
   securities                  16   10.54      1,756    9.32     2,023    9.12    19,340     7.28    23,135     7.75
Equity securities           1,690    N/A           -       -         -       -         -        -     1,690     N/A
                          -------            -------           -------           -------            -------

Total                     $ 4,300    5.78%   $ 6,139    6.82%  $ 8,653    6.03%  $21,452     7.27%  $40,544     6.96%
                          =======            =======           =======           =======            =======
</TABLE>




                                       10
<PAGE>   11



Loan Portfolio
--------------

Historically, loans have been originated by the Company to customers in
northeast Ohio. Loans have been originated primarily through direct loans to the
existing customer base, with new customers generated by referrals from real
estate brokers, building contractors, attorneys, accountants and existing
customers. The Company also generates indirect loans through new and used car
dealers in the primary lending area.

All lending is governed by a lending policy which is developed and maintained by
management and approved by the Board of Directors. The Company's lending policy
regarding real estate loans is that generally the maximum mortgage granted on
owner-occupied residential property is 85% of the appraised value or purchase
price (whichever is lower) when secured by the first mortgage on the property.
Home equity lines of credit or second mortgage loans are generally originated
subject to maximum mortgage liens against the property of 85% of the current
appraised value. The maximum term for mortgage loans is 30 years for one- to
four-family residential property and 15 years for commercial and vacation
property.

As shown in the following table, total loans declined by $1.6 million in 1999,
or 1.48%, compared to a $1.7 million or 1.49% decrease during 1998. The product
mix in the loan portfolio shows commercial loans comprising 5.55%, real estate
mortgage loans (residential and commercial) 77.28% and installment loans to
individuals 17.17% at December 31, 1999 compared with 9.26%, 65.68% and 25.06%,
respectively at December 31, 1998.

Real estate mortgage loans increased to $84.3 million at December 31, 1999, an
increase of $11.6 million over 1998. This growth centered principally in the
commercial real estate market which increased $7.8 million due to the economic
health within the Company's market area. The real estate portfolio consists of
$51.2 million of 1-4 family residential properties and $32.6 million and
$567,000 in commercial real estate and construction properties, respectively.
The Company originated both fixed rate and adjustable rate mortgages during
1999. Fixed rate loans that are maintained in the portfolio are limited to
fifteen-year terms while adjustable rate products are offered with maturities up
to thirty years.

Commercial loans at December 31, 1999 decreased $4.2 million to $6.1 million
compared to $10.3 million at December 31, 1998. Commercial loans, which are
comprised primarily of variable rate loans, are granted to customers within the
immediate trade area of the Company. The mix is diverse, covering a wide range
of borrowers and business types. The Company monitors and controls
concentrations within a particular industry or segment of the economy. These
loans are made for purposes such as equipment purchases, capital and leasehold
improvements, the purchase of inventory, general working capital purposes and
small business lines of credit.

Installment loans to individuals decreased from $27.8 million on December 31,
1998 to $18.7 million on December 31, 1999 which represents a 32.49% decrease.
Although management continues to target the automobile dealer network to
originate indirect installment loans, the Company has experienced significant
loan losses in relation to this portfolio. In an effort to remedy this
situation, management has been stringently enforcing existing underwriting
guidelines which has led to a reduction in the number of indirect installment
loans originated.


                                       11
<PAGE>   12



<TABLE>
<CAPTION>
                                                                               At December 31,
                                                                               ---------------
                                                                    1999                           1998
                                                                    ----                           ----

                                                            Amount        Percent           Amount        Percent
                                                            ------        -------           ------        -------
                                                                          (Dollars in thousands)
<S>                                                       <C>                <C>        <C>                <C>
Type of loan Real estate loans:
   Construction                                           $       567          0.52%    $       454           .41%
   One to four family                                          51,192         46.92          47,501         42.89
   Commercial                                                  32,562         29.84          24,791         22.38

Commercial                                                      6,060          5.55          10,255          9.26
Consumer loans                                                 18,737         17.17          27,754         25.06
                                                          -----------                   -----------

Total loans                                                   109,118        100.00%        110,755        100.00%

Less:
Allowance for loan losses                                      (1,650)                       (1,803)
                                                          -----------                   -----------

Total loans, net                                          $   107,468                   $   108,952
                                                          ===========                   ===========
</TABLE>


Loan maturities and rate sensitivity of the loan portfolio, exclusive of real
estate mortgage loans, and consumer installment loans, at December 31, 1999, are
as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                    Within One         One to
                                                      Year          Five Years           Total

<S>                                                 <C>            <C>             <C>
Construction                                        $       567    $         -     $       567
Commercial, financial, and agricultural                   3,640          2,420           6,060
                                                    -----------    -----------     -----------

     Total                                          $     4,207    $     2,420     $     6,627
                                                    ===========     ==========     ===========

Loans at fixed interest rates                       $     1,071    $     1,323     $     2,394
Loans at variable interest rates                          3,136          1,097           4,233
                                                    -----------    -----------     -----------
     Total                                          $     4,207    $     2,420     $     6,627
                                                    ===========     ==========     ===========
</TABLE>


Allowance for Loan Losses
-------------------------

The provision for loan losses charged to operating expense is based on
management's judgment after taking into consideration all factors connected with
the collectability of the existing loan portfolio. Management evaluates the loan
portfolio in light of economic conditions, changes in the nature and volume of
the loan portfolio, industry standards and other relevant factors. Specific
factors are considered by management in determining the amounts charged to
operating expenses include previous credit loss experience, the status of past
due interest and principal payments, the quality of financial information
supplied by loan customers and the general condition of the industries in the
community to which loans have been made.


                                       12
<PAGE>   13


Provisions charged to operations decreased from $2.27 million in 1998 to
$970,000 in 1999. The provision charged to operations was decreased as a result
of the lower levels of charge-offs in 1999 compared to 1998. Net loans charged
off during 1999 amounted to $1.12 million and were primarily made up of consumer
indirect automobile loans. During 1997, the Company began to experience higher
levels of nonperforming consumer loans than anticipated. Management took
immediate measures to implement more stringent underwriting guidelines
associated with these loans.

The Company initiated an indirect lending portfolio in 1995, which grew to $24.0
million by the end of 1996 and has subsequently declined to $10.0 million at
December 31, 1999. As a result of this level of growth coupled with the
knowledge that indirect loans inherently possess a higher degree of risk of loss
than most other loans, management began to increase the provision for loan
losses. As the Company began to experience higher levels of nonperforming
indirect loans, management determined that such loans contained common
characteristics and implemented underwriting guidelines to address those
specific issues. A former officer of the Bank granted loans that were outside
the policy guidelines implemented. The significant provisions for loan losses
recorded in 1999 and 1998 have primarily been attributed to the indirect
automobile loans.

The allowance for loan losses as a percent of total loans decreased to 1.51% at
December 31, 1999 from 1.63% at December 31, 1998, while total loans declined by
$1.7 million from $110.8 million at December 31, 1998 to $109.1 million at
December 31, 1999. The allowance for loan losses as a percent of nonperforming
loans has decreased from 133.97% at December 31, 1998 to 109.80% at December 31,
1999. This decrease is the result of the reduction in the allowance for loan
losses.

Management uses the aforementioned review and analysis to determine the adequacy
of the allowance for loan losses on a quarterly basis. The provision for loan
losses represents an amount that is intended to be sufficient to maintain the
allowance for loan losses at a level necessary to meet present risk
characteristics of the loan portfolio. Management believes the allowance for
loan losses at December 31, 1999 of $1.6 million is adequate to cover losses
inherent in the portfolio. However, there can be no assurances that additional
losses will not be sustained in future periods, which could be substantial in
relation to the size of the allowance for loan losses at December 31, 1999.

The allowance for possible loan losses has been allocated according to the
amount deemed to be reasonably necessary to provide for the possibility of
losses being incurred within the following categories of loans as of the dates
indicated:


                                       13
<PAGE>   14



The distribution of the Company's allowance for loan losses at the dates
indicated are summarized as follows:

<TABLE>
<CAPTION>
                                                                               At December 31,
                                                                               ---------------
                                                                    1999                           1998
                                                                    ----                           ----
                                                                        Percent of                      Percent of
                                                                       Loans in each                   Loans in each
                                                                        Category to                     Category to
                                                            Amount      Total loans         Amount      Total Loans
                                                            ------      -----------         ------      -----------
                                                                          (Dollars in thousands)

<S>                                                       <C>              <C>          <C>                <C>
Commercial                                                $       307        5.55%      $       344          9.26%
Mortgage:
   Commercial                                                     204       29.84               187         22.38
   One to four family                                             110       46.92                98         42.89
   Construction                                                     -        0.52                 -           .41
Consumer                                                          914       17.17             1,174         25.06
Unallocated                                                       115            -                -              -
                                                          -----------      -------      -----------      ---------

Total                                                     $     1,650      100.00%      $     1,803        100.00%
                                                          ===========      ======       ===========        ======
</TABLE>




                                       14
<PAGE>   15


The following table sets forth the amounts and categories of the Company's
non-performing assets at the dates indicated.

Loans accounted for on a non-accrual basis:
<TABLE>
<CAPTION>
                                                                           At December 31,
                                                                       1999              1998
                                                                       ----              ----
                                                                           (Dollars in thousands)

<S>                                                                <C>               <C>
Mortgage loans
     One to four family                                            $         -       $       191
     Commercial                                                            667               478

Consumer                                                                   299               239
Commercial                                                                  75               392
                                                                   -----------       -----------
Total non-accrual loans                                                  1,041             1,300

Accruing loans greater than 90 day past due:

Mortgage loans:
     One to four family                                                    156               138
     Commercial                                                              -                 -
Consumer                                                                    28               274
Commercial                                                                                     -
                                                                   -----------       -----------

Total accruing loans greater than 90 day past due                          184               412
                                                                   -----------       -----------

Total non-performing loans                                               1,225             1,712
Other non-performing assets                                                 22               283
                                                                   -----------       -----------

Total non-performing assets                                        $     1,247       $     1,995
                                                                   ===========       ===========

Total non-performing loans to total loans                                1.12%              1.55%
                                                                   ==========        ===========

Total non-performing loans to total assets                                .71%              0.99%
                                                                   ==========        ===========

Total non-performing assets to total assets                               .72%              1.16%
                                                                   ==========        ===========
</TABLE>

Interest income that would have been recorded on loans accounted for on a
non-accrual basis under the original terms of such loans was $124,000 for the
year ended December 31, 1999 and $70,000 was collected and included in the
Company's interest income from non-accrual loans for the year ended December 31,
1999.

The policy for placing loans on nonaccrual is to cease accruing interest on
loans when management believes that the collection of interest is doubtful,
generally when loans are past due as to principal or interest 90 days or more.
When loans are charged-off, any accrued interest recorded in the current fiscal
year is charged against interest income. The remaining balance is treated as a
loan charge-off.

At December 31, 1999, there were $ 3.3 million of loans not otherwise identified
above which were included on management's watch list. Management's watch list
includes both loans which management has some doubt as to the borrowers' ability
to comply with the present repayment terms and loans which management is
actively monitoring due to changes in the borrowers' financial condition.
Included in watch list loans were $834,000 of indirect loans which were past due
more than 30 days. The potential problem loans and their potential loss exposure
have been considered in management's analysis of the adequacy of the allowance
for loan losses.



                                       15
<PAGE>   16


The following table sets forth information with respect to the Bank's allowance
for loan loses at the dates indicated:

<TABLE>
<CAPTION>
                                                                     At December 31,
                                                                1999                 1998
                                                                ----                 ----
                                                                   (Dollars in thousands)

<S>                                                        <C>                  <C>
Total loans outstanding                                    $      109,118       $      110,754
Average loans outstanding                                         108,133              109,132

Allowance balance (at beginning of period)                 $        1,803       $        1,678

Provision:                                                            970                2,267

Charge-offs:
     Residential                                                      (42)                 (39)
     Consumer                                                        (917)              (1,899)
     Commercial                                                      (368)                (316)

Recoveries:
     Residential                                                        -                    -
     Consumer                                                         201                  109
     Commercial                                                         3                    3
                                                           --------------       --------------

Allowance balance (at end of period)                       $        1,650       $        1,803
                                                           ==============       ==============
Allowance for loan losses as a percent
     of total loans outstanding                                     1.51%                1.63%

Net loans charged off as a percent
     of average loans outstanding                                   1.04%                1.96%
</TABLE>


As of December 31, 1999, there were no concentrations of loans greater than 10%
of total loans which are not otherwise disclosed as a category of loans in the
table previously presented.

As of December 31, 1999, there are no other interest earning assets that would
be required to be disclosed if such assets were loans.



                                       16
<PAGE>   17




DEPOSITS
--------
Deposits represent the Company's principal source of funds. The deposit base
consists of demand deposits, savings and money market accounts and other time
deposits. During the year, the Company's total deposits went from $148.9 million
in 1998 to $145.4 million in 1999, which equates to a decrease of 2.38%. The
company continued to experience growth in its tiered money market product which
was introduced in 1998 and which attracted local deposits from a variety of
competitors, and coupled with the maturing of certificates of deposits, resulted
in an increase of $6.9 million in money market accounts during 1999.

The following table represents the average deposits and average rate paid for
the years ended:

<TABLE>
<CAPTION>
                                                                           At December 31,
                                                                    1999                           1998
                                                                    ----                           ----
                                                                      Average Rate             Average Rate
                                                            Amount       Paid         Amount        Paid
                                                            ------       ----         ------        ----
                                                                       (Dollars in thousands)
Deposits:
<S>                                                       <C>             <C>      <C>             <C>
   Noninterest-bearing demand                             $    19,438     N/A      $    18,680     N/A
   Interest-bearing demand                                      8,930     2.44%          8,051     2.42%
   Money market                                                14,799     4.16%          5,705     3.56%
   Savings                                                     26,699     2.93%         27,294     2.94%
   Time                                                        76,425     5.28%         85,949     5.79%
                                                          -----------              -----------
     Total deposits                                       $   146,291              $   145,679
                                                          ===========              ===========
</TABLE>


The following table indicates the amount of the Company's time deposits of
$100,000 or more by time remaining until maturity as of December 31, 1999.

<TABLE>
<CAPTION>
                Maturity Period                                            Time Deposits
                                                                           (In thousands)

<S>                                                                          <C>
                Within three months                                          $   1,897
                More than three through six months                               3,340
                More than six through twelve months                              3,795
                Over twelve months                                               3,082
                                                                             ---------
                     Total                                                   $  12,114
                                                                             =========
</TABLE>


Net Interest Income
-------------------

The most significant source of revenue is net interest income, the amount by
which interest earned on interest-bearing assets exceeds interest expense on
interest-bearing liabilities. Factors which influence net interest income are
changes in volume of interest-bearing assets and liabilities as well as changes
in the associated interest rates.

The Company finances its earning assets with a combination of interest-bearing
and interest-free funds. The interest-bearing funds are composed of deposits,
short-term borrowings and long-term debt. Interest paid for the use of these
funds is the second factor in the net interest income equation. Interest-free
funds, such as demand deposits and stockholders equity, require no interest
expense and, therefore, contribute significantly to net interest income.



                                       17
<PAGE>   18



Total interest income, which remained relatively stable, was $12.1 million for
1999 as compared to $12.7 million for 1998. This decrease resulted from declines
in interest income on loans of $513,000 and securities of $143,000 partially
offset by an increase in interest income on federal funds sold of $119,000. This
fluctuation in interest income is due to a decrease in the average balance of
loans of $1.0 million combined with a 39 basis point decline in loan yields (100
basis points equal 1.0%).

Total interest expense amounted to $6.1 million for 1999, representing a 6.4%
decrease from $6.5 million for 1998. The decrease in interest expense is
primarily due to a decrease in the average balance of deposits of $146,000
combined with a decrease in the cost of funds for deposits of 49 basis points.

The table below sets forth information regarding changes in interest income and
interest expense for the periods indicated. For each category of
interest-earning assets and interest-bearing liabilities, information is
provided on changes attributable to (i) changes in volume (changes in volume
multiplied by old rate) and (ii) changes in rate (changes in rate multiplied by
old volume).

<TABLE>
<CAPTION>
                                                                              Year Ended December 31
                                                                           1999             vs       1998
                                                                           Increase (Decrease) Due to (1)
                                                                   Volume              Rate               Net
                                                                   ------              ----               ---
<S>                                                            <C>                <C>               <C>
Interest earned on
     Loans                                                     $          (90)    $         (423)   $          (513)
     Taxable investment securities                                         54               (192)              (138)
     Tax-exempt investment securities                                      80                (85)                (5)
     Federal funds sold                                                   142                (23)               119
                                                               --------------     --------------    ---------------
                                                                          186               (723)              (537)
                                                               --------------     --------------    ---------------

Interest paid on:
     Demand deposits                                                       21                  2                 23
     Money market accounts                                                373                 40                413
     Savings deposits                                                     (17)                (2)               (19)
     Time deposits                                                       (524)              (412)              (936)
     Short-term borrowings                                                  8                (23)               (15)
     Long-term borrowings                                                 121                  -                121
                                                               --------------     --------------    ---------------
                                                                          (18)              (395)              (413)
                                                               --------------     --------------    ---------------
Total                                                          $          204     $         (328)   $          (124)
                                                               ==============     ==============    ===============
</TABLE>

     (1) The change in interest due to both volume and rate has been allocated
to volume and rate changes in proportion to the relationship of the absolute
dollar amounts of the change in each.



                                       18
<PAGE>   19

The following table sets forth a summary of average balances of assets,
liabilities and stockholder's equity, as well as average yield and cost
information. Average balances are derived from daily balances.


<TABLE>
<CAPTION>
                                                                  December 31
                                                   1999           (2)                            1998           (2)
                                    ----------------------------------------------------------------------------------
                                    Average                       Yield/          Average                       Yield/
                                    Balance        Interest       Rate            Balance        Interest       Rate
<S>                                 <C>            <C>            <C>             <C>            <C>            <C>
ASSETS
Interest-earning assets
    Loans (1)                       $   108,133    $   9,342      8.64%           $   109,132    $     9,855    9.03%
    Taxable investment securities        35,883        2,010      5.60%                34,987          2,148    6.14%
    Tax-exempt investment
       securities                         9,133          417      6.92%                 8,060            422    7.93%
    Federal funds sold                    7,082          351      4.96%                 4,253            232    5.45%
                                    -----------    ---------                      -----------    -----------
Total interest-earning assets           160,231       12,120      7.56%               156,432         12,657    8.23%
Noninterest-earning assets               13,529                                        11,972
                                    -----------                                   -----------
                                    $   173,760                                   $   168,404
                                    ===========                                   ===========

LIABILITIES AND SHAREHOLDER'S EQUITY
Interest-bearing liabilities:
    Demand deposits                 $     8,930          218      2.44%           $     8,051            195    2.42%
    Money market accounts                14,799          616      4.16%                 5,705            203    3.56%
    Savings deposits                     26,699          783      2.93%                27,294            802    2.94%
    Time deposits                        76,425        4,038      5.28%                85,949          4,974    5.79%
    Short-term borrowings                 8,084          303      3.75%                 7,874            318    4.04%
    Long-term borrowings                  2,595          121      4.66%                     -              -        -
                                    -----------    ---------      -----      ----------------    -----------    -----
Total interest-bearing
    Liabilities                         137,532        6,079      4.42%               134,873          6,492    4.81%
                                                   ---------                                     -----------
Noninterest-bearing
       liabilities                       21,729                                        18,848

Stockholder's equity                     14,499                                        14,683
                                    -----------                                   -----------
                                    $   173,760                                   $   168,404
                                    ===========                                   ===========
Net interest income                                $   6,041                                     $     6,165
                                                   =========                                     ===========
Net yield on interest-earning
    assets (3)                                                    3.77%                                         4.08%

Interest rate spread (4)                                          3.14%                                         3.42%

Ratio of average interest-earning
    assets to average interest-
       bearing liabilities                                      116.50%                                       115.99%
</TABLE>

(1)  Average balances include nonaccrual loans.
(2)  Tax equivalent adjustments have been made to yields on loans and securities
     that are exempt from federal income tax.
(3)  Net yield on interest-earning assets represents net interest income as a
     percentage of average interest-earning assets.
(4)  Interest rate spread represents the difference between the average yield on
     interest-earning assets and the cost of interest-bearing liabilities.



                                       19
<PAGE>   20



The following table set forth information concerning borrowings during the
periods indicated.

SHORT-TERM BORROWINGS

<TABLE>
<CAPTION>
                                                             1999                  1998
                                                             ----                  ----

<S>                                                       <C>                 <C>
  Ending                                                  $ 9,405,994         $  7,649,027
  Maximum month-end balance during the year                 9,653,054           10,509,123
  Average balance during the year                           8,084,747            7,874,000
  Average year end interest rate                                 3.49%                3.47%
  Average interest rate during the year                          3.75%                4.04%
</TABLE>


ITEM 2. DESCRIPTION OF PROPERTY.
-------------------------------

(a)  PROPERTY. The Bank owns and operates its main office at 1 South Main Street
     in Niles, Ohio. The Bank also operates four branches. The following is a
     breakdown of the branch offices owned:


Branches Owned:
---------------


Girard Office                                        Youngstown Road Office
121 North State St.                                  2910 Youngstown Road
Girard, OH   44420                                   Warren, OH   44484

422 Office                                           Mineral Ridge Office
5845 Youngstown-Warren Rd.                           3826 Main Street
Niles, OH   44446                                    Mineral Ridge, OH   44440


(b)   INVESTMENT POLICIES. See "Note 1 - Summary of Significant Accounting
      Policies" in the Annual Report to Stockholders incorporated by reference
      herein for a description of the Bank's investment policy. The Bank's
      investments are primarily acquired to produce income, and to a lesser
      extent, possible capital gain.

(c)   DESCRIPTION OF REAL ESTATE AND OPERATING DATA.

      Not Applicable.




                                       20
<PAGE>   21


ITEM 3.  LEGAL PROCEEDINGS.
--------------------------

The nature of the Company's business results in a certain amount of litigation.
Accordingly, the Company and its subsidiaries are subject to various pending and
threatened lawsuits in which claims for monetary damages are asserted in the
ordinary course of business. While any litigation involves an element of
uncertainty, in the opinion of management, liabilities, if any, arising from
such litigation or threat thereof will not have a material effect on the
Company.

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

No matter was submitted to a vote of security holders during the fourth quarter
of the fiscal year.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
-----------------------------------------------------------------

The information contained under the section captioned "Stock Market Information"
of the Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1999 (the "Annual Report") is incorporated herein by reference.

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

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 Registrant's financial statements listed under Item 13 are incorporated
herein by reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT'S ON ACCOUNTING AND
-------------------------------------------------------------------------
FINANCIAL DISCLOSURE.
---------------------

The information contained in the section captioned "Selection of Auditors" in
the Company's 2000 definitive proxy statement for the Company's 2000 Annual
Meeting of Stockholders (the "Proxy Statement") is incorporated herein by
reference.


                                    PART III

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

The information contained under the sections captioned "Compliance with Section
16(a) of the Securities Exchange Act of 1934" and "Proposal for the Election of
Directors and Information with Respect to Directors and Officers - Information
with Respect to Nominees," "Information with Respect to Directors not Standing
for Reelection" and "Security Ownership of Management" in the Proxy Statement is
incorporated herein by reference.


                                       21
<PAGE>   22


ITEM 10.  EXECUTIVE COMPENSATION.
---------------------------------

      The information contained in the section captioned "Proposal for the
Election of Directors and Information with Respect to Directors and Officers -
Committees and Compensation of the Board of Directors" and "Executive
Compensation and Other Information" 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 in
     the section captioned "Voting Securities and Principal Holders Thereof" in
     the Proxy Statement.

(b)  Security Ownership of Management

     Information required by this item is incorporated herein by reference to
     the chart in the section captioned "Proposal for the Election of Directors
     and Information with Respect to Directors and Officers -Information with
     Respect to Nominees" and "Security Ownership of Management" in the Proxy
     Statement.

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
---------------------------------------------------------

The information required by this item is incorporated herein by reference to the
section captioned "Executive Compensation and Other Information - Certain
Relationships and Related Transactions" in the Proxy Statement.

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

      (a)  Listed below are all financial statements and exhibits filed as part
of this report.

         The following consolidated financial statements of the Company and its
         subsidiaries are filed as part of this document under Item 7,
         incorporated by reference:

         -   Report of Independent Auditors
         -   Consolidated Balance Sheets as of December 31, 1999 and 1998
         -   Consolidated Statements of Income for the years ended December 31,
             1999 and 1998
         -   Consolidated Statements of Changes in Stockholders' Equity for the
             years ended December 31, 1999 and 1998
         -   Consolidated Statements of Cash Flows for the years ended
             December 31, 1999 and 1998
         -   Notes to Consolidated Financial Statements


                                       22
<PAGE>   23


         2.   Schedules omitted as they are not applicable.

(b)  Reports on Form 8-K filed during the last quarter of 1999 No reports were
     filed on Form 8-K during the last quarter of 1999.

(c). The following exhibits are included in this Report or incorporated herein
     by reference:

Exhibit
Number

3.1.1    Certificate of Incorporation of Security Financial Corp. (1)
3.1.2    Bylaws of Security Financial Corp. (1)
10.1     Written Agreement (4)
11       Statement Re:  Computation of Per Share Earnings (2)
13.0     1999 Annual Report to Stockholders
16.1     Letter on Change of Certifying Accountants (3)
21.0     Subsidiaries of the Registrant (See "Item 1-Description of Business")
23.0     Consent of Crowe, Chizek and Company LLP
23.1     Consent of S.R Snodgrass, A.C.
27       Financial Data Schedule (electronic filing only)

(1)  Incorporated by reference into this document from Exhibits filed with the
     Registration Statement on Form 10-SB, and any amendments thereto,
     Registration No. 033-18566
(2)  Statement regarding Computation of Per Share Earnings included in Note 1 to
     Consolidated Financial Statements, 1999 Annual Report to Stockholders'
     under the caption "Earnings Per Common Share"
(3)  Incorporated by reference to the Form 8-K  filed with the SEC on March 2,
     1999.
(4)  Incorporated by reference to the Form 8-K filed with the SEC on March 22,
     2000

SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Security Financial Corp.
    (Registrant)

Date:  March 30, 2000                         By:
                                                 -------------------------------
                                               Glenn E. Griffiths,
                                              President & CEO


Date:  March 30, 2000                         By:  /s/ Stephen K. Miller
                                                 -------------------------------
                                              Stephen K. Miller,
                                              Treasurer

Date:  March 30, 2000                         By:  /s/ Gary A. Clayman
                                                 -------------------------------
                                              Gary A. Clayman,
                                              Director



                                       23
<PAGE>   24


Date:  March 30, 2000                         By:  /s/ Robert I. Griffith, Jr.
                                                 ------------------------------
                                              Robert I. Griffith, Jr.,
                                              Director


Date:  March 30, 2000                         By:  /s/ Robert J. McClurkin
                                                 ------------------------------
                                              Robert J. McClurkin,
                                              Director


Date:  March 30, 2000                         By:
                                                 ------------------------------
                                              Douglas J. Neuman,
                                              Director

Date:  March 30, 2000                         By:  /s/ Peter P. Rossi, Jr.
                                                 -------------------------------
                                              Peter P. Rossi, Jr.,
                                               Director


Date:  March 30, 2000                         By:  /s/ Christopher J. Shaker
                                                  ------------------------------
                                              Christopher J. Shaker,
                                              Director


                                       24