<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

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

                  For the quarterly period ended June 30, 2000
                                       or

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

For the transition period from                        to

                         Commission File Number 0-26744

                               PATRIOT BANK CORP.
             (Exact name of registrant as specified in its charter)

      PENNSYLVANIA                                       232820537
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

High and Hanover Streets, Pottstown, Pennsylvania                19464-9963
(Address of principal executive offices)                         (Zip Code)

                                 (610) 323-1500
              (Registrant's telephone number, including area code)

                                 Not Applicable

              (Former name, former address and former fiscal year,
                          if changed since last report)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 6,194,707 shares of common
stock were outstanding as of August 14, 2000.

                                       1
<PAGE>   2
                       PATRIOT BANK CORP. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>

                                                                                              Page

<S>                                                                                          <C>
PART I FINANCIAL INFORMATION

       Item 1 FINANCIAL STATEMENTS (Unaudited)

                  Consolidated Balance Sheets at June 30, 2000
                  and December 31, 1999

                  Consolidated Statements of Income for the Three-Month and Six-Month
                  Periods ended June 30, 2000 and 1999

                  Consolidated Statements of Stockholders' Equity for the
                  Periods ended June 30, 2000 and December 31, 1999

                  Consolidated Statements of Cash Flows for the Six-Month
                  Periods ended June 30, 2000 and 1999

                  Consolidated Statements of Comprehensive (Loss) Income for the
                  Three-Month and Six-Month Periods ended June 30, 2000 and 1999

                  Notes to Consolidated Financial Statements

       Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                  OPERATIONS AND FINANCIAL CONDITION

       Item 3      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

PART II       OTHER INFORMATION

       Items 1 through 6


SIGNATURES
</TABLE>


                                       2
<PAGE>   3
                       Patriot Bank Corp. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                                      June 30,         December 31,
                                                                                     ------------------------------
                                                                                        2000               1999
                                                                                     ------------------------------
                                                                                     (unaudited)
<S>                                                                                  <C>               <C>
ASSETS
Cash and due from banks                                                              $     3,280       $     4,919
Interest-earning deposits in other financial institutions                                 11,869             3,242
                                                                                     -----------       -----------
   Total cash and cash equivalents                                                        15,149             8,161
Investment and mortgage-backed securities available for sale                              86,460            87,334
Investment and mortgage-backed securities held to maturity (market value of
    $312,040 and $330,754 at June 30, 2000
     and December 31, 1999, respectively)                                                325,727           348,047
Loans held for sale                                                                       11,059             4,972
Loans and leases receivable, net of provision for credit loss of $6,159 and
    $6,082 at June 30, 2000 and December 31, 1999, respectively                          684,276           621,978
Premises and equipment, net                                                                8,948            11,376
Accrued interest receivable                                                                5,029             4,845
Real estate and other property owned                                                          74               193
Cash surrender value life insurance                                                       16,102            15,700
Goodwill                                                                                  13,882            14,189
Other assets                                                                               9,714            12,648
                                                                                     -----------       -----------
    Total assets                                                                     $ 1,176,420       $ 1,129,443
                                                                                     ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits                                                                             $   647,333       $   502,002
FHLB advances                                                                            334,689           412,692
Securities sold under repurchase agreements                                              115,715           137,103
Trust preferred debt securities                                                           19,000            19,000
Advances from borrowers for taxes and insurance                                            6,213             4,761
Other liabilities                                                                          2,363             4,117
                                                                                     -----------       -----------
      Total liabilities                                                                1,125,313         1,079,675
                                                                                     -----------       -----------
Preferred stock, $.01 par value, 2,000,000 shares authorized, none
      Issued at June 30, 2000 and December 31, 1999, respectively                           --                --
Common stock, no par value, 10,000,000 shares authorized, 6,555,490
      and 6,555,490 issued at June 30, 2000 and December 31, 1999, respectively             --                --
Paid in capital                                                                           58,153            58,117
Common stock acquired by ESOP, 377,930 and 385,643  shares at amortized cost
at
     June 30, 2000 and December 31, 1999, respectively                                    (2,098)           (2,141)
Common stock acquired by MRP, 84,698 and 108,794 shares at amortized
     cost at June 30, 2000 and December 31, 1999, respectively                              (458)             (638)
Retained earnings                                                                          6,433             4,737
Treasury stock, 360,783 and 369,991 at cost at June 30, 2000
     and December 31, 1999, respectively                                                  (4,088)           (4,172)
Accumulated other comprehensive loss                                                      (6,835)           (6,135)
                                                                                     -----------       -----------
     Total stockholders' equity                                                           51,107            49,768
                                                                                     -----------       -----------
     Total liabilities and stockholders' equity                                      $ 1,176,420       $ 1,129,443
                                                                                     ===========       ===========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       3

<PAGE>   4
                       Patriot Bank Corp. and Subsidiaries
                        CONSOLIDATED STATEMENTS OF INCOME
                      (in thousands, except for share data)

<TABLE>
<CAPTION>

                                                         Three-Month Period Ended       Six-Month Period Ended
                                                                               June 30,
                                                         ------------------------------------------------------
                                                           2000           1999           2000            1999
                                                          --------       --------       --------       --------
                                                                               (unaudited)
<S>                                                       <C>            <C>            <C>            <C>
INTEREST INCOME
    Interest-earning deposits                             $    168       $     53       $    229       $    156
    Investment and mortgage-backed securities                7,148          7,499         14,392         14,684
    Loans and leases                                        13,933         11,004         27,122         21,677
                                                          --------       --------       --------       --------
        Total interest income                               21,249         18,556         41,743         36,517
                                                          --------       --------       --------       --------
INTEREST EXPENSE
    Deposits                                                 7,581          5,093         13,478         10,014
    Short-term borrowings                                    4,108          3,090          8,521          6,102
    Long-term borrowings                                     3,673          4,369          7,544          8,710
                                                          --------       --------       --------       --------
         Total interest expense                             15,362         12,552         29,543         24,826
                                                          --------       --------       --------       --------
    Net interest income before provision for
               credit losses                                 5,887          6,004         12,200         11,691
    Provision for credit losses                               (300)          (300)          (600)          (600)
                                                          --------       --------       --------       --------
    Net interest income after provision for
               credit losses                                 5,587          5,704         11,600         11,091
                                                          --------       --------       --------       --------
NON-INTEREST INCOME
    Service fees, charges and other operating income         1,199            991          2,420          1,712
    Loss on sale of real estate acquired through
            foreclosure                                         (3)             1             (3)             1
    Gain on sale of investment and mortgage-backed
           securities available for sale                      --               72           --              357
    Mortgage banking gains                                     584            138            870            266
                                                          --------       --------       --------       --------
           Total non-interest income                         1,780          1,202          3,287          2,336
                                                          --------       --------       --------       --------
NON-INTEREST EXPENSE
     Salaries and employee benefits                          2,667          2,537          5,351          4,927
     Office occupancy and equipment                          1,316            946          2,729          2,056
     Professional services                                     355            117            480            247
     Federal deposit insurance premiums                         26             55             51            110
     Data processing                                            81             26            129             65
     Advertising                                               227            135            303            300
     Deposit processing                                        164            161            319            283
     Goodwill amortization                                     275            252            550            449
     Office supplies & postage                                 190            147            406            305
     MAC expense                                               146            123            296            194
     Other operating expense                                   277            593            692            885
                                                          --------       --------       --------       --------
             Total non-interest expense                      5,724          5,092         11,306          9,821
                                                          --------       --------       --------       --------
              Income before income taxes                     1,643          1,814          3,581          3,606
      Income taxes                                             337            443            787            931
                                                          --------       --------       --------       --------
             Net income                                   $  1,306       $  1,371       $  2,794       $  2,675
                                                          ========       ========       ========       ========
      Earnings per share - basic                          $   0.22       $   0.24       $   0.48       $   0.47
                                                          ========       ========       ========       ========
      Earnings per share - diluted                        $   0.22       $   0.23       $   0.47       $   0.45
                                                          ========       ========       ========       ========
      Dividends per share                                 $   0.09       $   0.08       $   0.17       $   0.16
                                                          ========       ========       ========       ========
</TABLE>


The accompanying notes are an integral part of these statements.


                                       4

<PAGE>   5
                       Patriot Bank Corp. and Subsidiaries
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            (in thousands, unaudited)
<TABLE>
<CAPTION>
                                                                                                        Accumulated
                                                                                                          Other
                                Number of   Paid-in                           Retained     Treasury     Comprehensive
                                  Shares    Capital     ESOP        MRP       Earnings      Stock       Income (Loss)      Total
                               ----------  ---------  ---------   --------    --------      ------      -------------    --------
<S>                            <C>         <C>        <C>         <C>         <C>          <C>          <C>             <C>
BALANCE AT JANUARY 1, 1999        4,347    $ 60,404   $ (2,285)   $   (971)   $  4,220      $(22,963)     $  3,855      $ 42,260
Common stock issued                   3          26                                             --            --              26
Common stock acquired by
     MRP                             (3)       --         --           (26)       --            --            --             (26)
Treasury stock purchased           (377)       --         --          --          --          (4,808)         --          (4,808)
Treasury stock retired               --     (23,531)      --          --          --          23,531          --              --
Common stock issued for
    Business combination          1,640      21,047       --          --          --            --            --          21,047
Release and amortization
    of MRP                           48          53       --           359        --            --            --             412
Release of ESOP shares               26         118        144        --          --            --            --             262
Purchase ESPP shares                  7        --         --          --          --              68          --              68
Change in unrealized gains
    on securities available
    for sale, net of taxes         --          --         --          --          --            --          (9,990)
Net income                         --          --         --          --         2,200          --            --           2,200
Cash dividends paid                --          --         --          --        (1,683)         --            --          (1,683)
                                -------    --------   --------    --------    --------      --------      --------      --------
BALANCE AT DECEMBER 31, 1999      5,691    $ 58,117   $ (2,141)   $   (638)   $  4,737      $ (4,172)     $ (6,135)     $ 49,768
                                -------    --------   --------    --------    --------      --------      --------      --------
Amortization of MRP shares           24        --         --           180        --            --            --             180
Amortization of ESOP shares           8          36         43        --          --            --            --              79
Purchase ESPP shares                  9        --         --          --          --              84          --              84
Change in unrealized gains
    on securities available
    for sale, net of taxes         --          --         --          --          --            --            (700)         (700)
Net income                         --          --         --          --         2,794          --              --         2,794
Cash dividends paid                --          --         --          --        (1,098)         --              --        (1,098)
                                -------    --------   --------    --------    --------      --------      --------      --------
BALANCE AT JUNE 30, 2000          5,732    $ 58,153   $ (2,098)   $   (458)   $  6,433      $ (4,088)     $ (6,835)     $ 51,107
                                =======    ========   ========    ========    ========      ========      ========      ========
</TABLE>


The accompanying notes are an integral part of these statements.


                                       5
<PAGE>   6
                       Patriot Bank Corp. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (in thousands, unaudited)

<TABLE>
<CAPTION>

                                                                      Six-Months Period Ended June 30,
                                                                      --------------------------------
                                                                          2000              1999
                                                                      ------------       ----------
<S>                                                                   <C>              <C>
Operating activities
Net Income                                                               $   2,794       $   2,675
Adjustments to reconcile net income to net cash
   provided by operating activities
       Amortization and accretion of
          Deferred loan origination fees                                      (242)             89
          Premiums and discounts                                            (1,451)         (1,288)
          MRP shares                                                           180             213
          Goodwill                                                             550             449
       Provision for credit losses                                             600             600
       Release of ESOP shares                                                   79             134
       Gain on sale of  securities available for sale                         --              (357)
       Loss (gain) on sale of real estate owned                                  3              (1)
       Charge-off real estate owned                                             16             113
       Depreciation of premises and equipment                                  882           1,023
       Mortgage loans originated for sale                                  (60,691)        (24,810)
       Mortgage loans sold                                                  54,604          26,701
       Decrease (increase) in deferred income taxes                            104          (1,996)
       Increase in cash surrender value of life insurance                     (402)           (264)
       Increase (decrease) in accrued interest receivable                     (184)            152
       Decrease in other assets                                              3,421           7,074
       Decrease in other liabilities                                        (1,670)         (2,912)
                                                                         ---------       ---------
            Net Cash (used by) provided by operating activities             (1,407)          7,595
                                                                         ---------       ---------
Investing activities
      Loan originations and principal payments on loans, net               (62,772)        (12,102)
      Proceeds from the sale of securities - available for sale               --             6,182
      Proceeds from the maturity of securities - available for sale          1,896          41,353
      Proceeds from the maturity of securities - held to maturity           22,320          22,772
      Purchase of securities - available for sale                             (425)        (80,995)
      Purchase of bank owned life insurance                                   --           (15,000)
      Proceeds from sale of real estate owned                                  223               5
      Purchase of premises and equipment                                    (1,235)         (1,618)
      Proceeds from sale of premises and equipment                           2,431              25
      Cash received in business combination                                   --             9,769

         Net cash used in by investing activities                          (37,562)        (29,609)
                                                                         ---------       ---------
Financing activities
      Net increase in deposits                                             144,994           9,627
      (Repayment of) proceeds from short term borrowings                  (167,490)          3,581
      Repayment of  long term borrowings                                    (1,901)            (53)
      Proceeds from long term borrowings                                    70,000            --
      Increase (decrease) in advances from
         borrowers for taxes and insurance                                   1,452           1,574
      Cash paid for dividends                                               (1,098)           (893)
      Purchase of Treasury Stock                                              --            (4,808)
                                                                         ---------       ---------

Net cash provided by financing activities                                   45,957           9,028
                                                                         ---------       ---------
Net increase (decrease) in cash and cash equivalents                         6,988         (12,986)
Cash and cash equivalents at beginning of year                               8,161          30,487
                                                                         ---------       ---------
Cash and cash equivalents at of the six month period                     $  15,149       $  17,501
                                                                         =========       =========
Supplemental Disclosures
          Cash paid for interest on deposits                             $  13,148       $   9,762
                                                                         =========       =========
          Cash paid for income taxes                                     $   1,054       $   1,068
                                                                         =========       =========
          Transfers from loans to real estate owned                      $     123       $     142
                                                                         =========       =========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       6
<PAGE>   7
                       Patriot Bank Corp. and Subsidiaries
              CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME LOSS
                            (in thousands, unaudited)

<TABLE>
<CAPTION>
                                                                   Three-Month Period Ended      Six-Month Period Ended
                                                                   ------------------------     -----------------------
                                                                                           June 30,
                                                                   -----------------------------------------------------
                                                                         2000          1999          2000          1999
<S>                                                                <C>              <C>          <C>           <C>
Net income                                                             $ 1,306       $ 1,371       $ 2,794       $ 2,675
Other comprehensive income, net of tax

   Unrealized gains on securities
      Unrealized holding (losses) gains arising during the period          (44)       (4,347)         (700)       (5,715)
      Less: Reclassification adjustment for gains included
               in net income                                              --             (48)         --            (236)
                                                                       -------       -------       -------       -------
Comprehensive income (loss)                                            $ 1,262       $(3,024)      $ 2,094       $(3,276)
                                                                       =======       =======       =======       =======
</TABLE>


                                       7
<PAGE>   8
PATRIOT BANK CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

June 30, 2000


Note 1 - General

   The accompanying financial statements of Patriot Bank Corp. and Subsidiaries
("Patriot") include the accounts of the parent company, Patriot Bank Corp. and
its wholly-owned subsidiaries, Patriot Bank and Patriot Investment Company. All
material intercompany balances and transactions have been eliminated in
consolidation. These financial statements have been prepared in accordance with
the instructions for Form 10-Q and therefore do not include certain information
or footnotes necessary for the presentation of financial condition, results of
operations, and cash flows in conformity with generally accepted accounting
principles. However, in the opinion of management, the consolidated financial
statements reflect all adjustments (which consist of normal recurring accruals)
necessary for a fair presentation of the results for the unaudited periods. The
results of operations for the three-month period ended June 30, 2000 are not
necessarily indicative of the results which may be expected for the entire year.
The consolidated financial statements should be read in conjunction with the
annual report on Form 10-K for the year ended December 31, 1999.


                                       8
<PAGE>   9
PATRIOT BANK CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

June 30, 2000

Note 2 - Investment And Mortgage-Backed Securities

The amortized cost and estimated fair value of investment and mortgage-backed
securities are as follows:

<TABLE>
<CAPTION>
                                            June 30, 2000                                        December 31, 1999
                                ---------------------------------------------------------------------------------------------
                                Amortized    Unrealized  Unrealized      Fair     Amortized    Unrealized   Unrealized  Fair
                                 cost          gain        loss          value       cost         gain        loss      value
                                 -------     ----------  ----------     -------   ---------     -------    -------    -------
                                                                  (in thousands)
<S>                             <C>          <C>         <C>         <C>         <C>         <C>         <C>        <C>
AVAILABLE FOR SALE:
Investment securities
    Corporate debt securities     $ 17,334    $   --      $  1,761    $ 15,573    $ 17,361    $     73    $    771    $ 16,663

    FHLMC Preferred Stock           44,969        --           467      44,502      44,966         797       1,151      44,612
    FHLB Stock                      21,235        --          --        21,235      20,835        --          --        20,835
    Equity securities                6,300        --         1,150       5,150       6,305        --         1,081       5,224
                                  --------    --------    --------    --------    --------    --------    --------    --------

Total securities available
for sale                          $ 89,838    $   --      $  3,378    $ 86,460    $ 89,467    $    870    $  3,003    $ 87,334
                                  ========    ========    ========    ========    ========    ========    ========    ========

HELD TO MATURITY:
Investment securities
   U.S. Treasury and
     government agency
     Securities                   $ 76,191    $  4,241    $ 11,410    $ 69,022    $ 74,246    $   --      $  7,455    $ 66,791

     Corporate debt securities       1,000           1        --         1,001       1,501        --             1       1,500

Mortgage-backed securities
     FHLMC                           3,803          28          65       3,766       4,272          32          12       4,292

     Fannie Mae                     51,669       2,624       3,283      51,010      54,809          26       3,162      51,673
     GNMA                            4,089          11         102       3,998       4,528          44           3       4,569

Collateralized mortgage
   Obligations
    FHLMC                          101,938       1,333       4,531      98,740     114,178         690       4,059     110,809
    Fannie Mae                      76,715         991       3,408      74,298      82,489         227       3,501      79,215
    Other                            8,025           1          90       7,936       9,732        --            32       9,700
    CMBS                             2,297          32          60       2,269       2,292        --            87       2,205
                                  --------    --------    --------    --------    --------    --------    --------    --------
Total securities held to          $325,727    $  9,262    $ 22,949    $312,040    $348,047    $  1,019    $ 18,312    $330,754
  maturity                        ========    ========    ========    ========    ========    ========    ========    ========
</TABLE>


                                       9
<PAGE>   10
Note 3 - Loans Receivable

   Loans receivable are summarized as follows:

<TABLE>
<CAPTION>

                                                            June 30       December 31,
                                                           --------------------------
                                                             2000             1999
                                                           ---------       ---------
                                                                (in thousands)
<S>                                                        <C>             <C>
Mortgage loan portfolio
  Secured by real estate                                   $ 306,108       $ 293,852
  Construction                                                12,152          10,481
 Consumer loan portfolio
  Home equity                                                 67,166          69,785
  Consumer                                                     8,618           9,081
Commercial loan portfolio
  Commercial                                                 235,446         189,189
  Commercial leases                                           62,062          57,808
                                                           ---------       ---------

    Total loans receivable                                   691,552         630,196
    Less deferred loan origination fees                       (1,117)         (2,136)
    Allowance for credit losses                               (6,159)         (6,082)
                                                           ---------       ---------
    Total loans receivable, net                            $ 684,276       $ 621,978
                                                           =========       =========
</TABLE>


Note 4 - Deposits


   Deposits are summarized as follows:
<TABLE>
<CAPTION>
                                         June 30,      December 31,
                                         -------------------------
Deposit type                               2000           1999
                                         --------      --------
                                             (in thousands)
<S>                                      <C>           <C>
NOW                                      $ 27,339      $ 34,635

Money market                              100,778        86,705

Savings accounts                           34,208        37,193

Non-interest-bearing demand                36,883        30,760
                                         --------      --------
   Total demand, transaction, money
      market and savings deposits         199,208       189,293

Certificates of deposits                  448,125       312,709
                                         --------      --------
   Total deposits                        $647,333      $502,002
                                         ========      ========
</TABLE>


                                       10
<PAGE>   11
NOTE 5 - EARNINGS PER SHARE

         The dilutive effect of stock options is excluded from basic earnings
per share but included in the computation of diluted earnings per share.
<TABLE>
<CAPTION>

                                        For Three-Months Ended June 30, 2000                For Six-Months Ended June 30, 2000
                                       --------------------------------------            ------------------------------------------
                                           Income          Shares     Per-Share            Income            Shares        Per-Share
                                        (Numerator)    (Denominator)  Amount             (Numerator)      (Denominator)    Amount
                                        -----------    -------------  ------             -----------      -------------    ------
<S>                                     <C>            <C>            <C>                <C>              <C>              <C>
BASIC EPS
Net Income available to common
Stockholders                               $1,306          5,814      $0.22              $2,794            5,810           $0.48

EFFECT OF DILUTIVE SECURITIES
Dilutive Options                              -              146       --                  --                196            (.01)
                                           ------          -----      -----               ------           -----            -----

DILUTED EPS
Net income available to common
Stockholders plus assumed conversions      $1,306          5,960      $0.22              $2,794            6,006           $0.47
                                           ======         ======      =====              ======           ======           =====
</TABLE>

<TABLE>
<CAPTION>


                                        For Three-Months Ended June 30, 1999                 For Six-Months Ended June 30, 1999
                                       --------------------------------------            ------------------------------------------
                                           Income          Shares     Per-Share           Income            Shares        Per-Share
                                        (Numerator)    (Denominator)  Amount             (Numerator)      (Denominator)    Amount
                                        -----------    -------------  ------             -----------      -------------    ------
<S>                                     <C>            <C>            <C>                <C>              <C>              <C>
BASIC EPS
Net Income available to common
Stockholders                               $1,371       5,772         $0.24               $2,675            5,674            $0.47
EFFECT OF DILUTIVE SECURITIES
Dilutive Options                             --           185          (.01)                --                207             (.02)
                                           ------       -----         -----               ------            -----            -----
DILUTED EPS
Net income available to common
Stockholders plus assumed conversions      $1,371       5,957         $0.23               $2,675            5,881            $0.45
                                           ======      ======         =====               ======           ======            =====
</TABLE>

                                       11
<PAGE>   12
Note 6 - Segment Reporting

         The Company has three reportable segments: Patriot Bank ("PB"), Patriot
Commercial Leasing Corporation ("PCLC") and BankZip.Com ("ZIP") . PB operates a
community banking network with twenty-six community banking offices providing
deposits and loan services to customers. PCLC is a small ticket leasing company
headquartered in Exton PA. ZIP is a new internet initiative launched in the
third quarter of 1999. In the fourth quarter of 1999 Patriot's ownership of Zip
was reduced to an insignificant percentage that will cause Patriot to only
report results for that segment for the third and fourth quarters of 1999.
Patriot currently holds a $5 million in debenture at the applicable Federal rate
from Zip that will allow Patriot to convert 5 million warrants to shares in the
event of ZIP having an IPO.

         The following table highlights income statement and balance sheet
information for each of the segments at or for the three-month and six-month
periods ending June 30, 2000 and 1999 (in thousands).

<TABLE>
<CAPTION>

                           For the three-month period ended June 30, 2000    For the six-month period ended June 30, 2000
                           ----------------------------------------------    --------------------------------------------
                                PB          PCLC      ZIP      Total            PB            PCLC     ZIP        Total
                                --          ----      ---      -----            --            ----     ---        -----
<S>                       <C>           <C>           <C>    <C>           <C>           <C>           <C>     <C>
Net interest income       $    5,341    $      546    $--    $    5,887    $   11,162    $    1,038    $--     $   12,200
Other income                   1,417           363     --         1,780         2,736           551     --          3,287
Total net income               1,092           214     --         1,306         2,511           283     --          2,794
Total assets               1,113,173        63,247     --     1,176,420     1,113,173        63,247     --      1,176,420
Total loans and leases       622,214        62,062     --       684,276       622,214        62,062     --        684,276
</TABLE>



<TABLE>
<CAPTION>

                         For the three-month period ended June 30, 1999      For the six-month period ended June 30, 1999
                         ----------------------------------------------    -----------------------------------------------
                                PB          PCLC      ZIP      Total            PB            PCLC     ZIP        Total
                                --          ----      ---      -----            --            ----     ---        -----
<S>                       <C>           <C>           <C>    <C>           <C>           <C>           <C>     <C>
Net interest income       $    5,611    $      393    $--    $    6,004      $   10,889    $      802    $--    $   11,691
Other income                   1,057           145     --         1,202           2,056           280     --         2,336
Total net income               1,329            42     --         1,371           2,614            61     --         2,675
Total assets               1,050,318        51,787     --     1,102,105       1,050,318        51,787     --     1,102,105
Total loans and leases       516,299        49,127     --       565,426         516,299        49,127     --       565,426
</TABLE>


                                       12
<PAGE>   13
Note 7 - Accounting for Derivative Instruments and Hedging Activities

         In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities." This statement as amended by SFAS No. 137
and SFAS No. 138 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, (collectively referred to as derivatives) and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and the resulting designation. If
certain conditions are met, a derivative may be specifically designated as (a) a
hedge of certain exposure to changes in the fair value of a recognized asset or
liability or an unrecognized firm commitment; (b) a hedge of the exposure to
variable cash flows of a forecasted transaction; or (c) a hedge of foreign
currency exposure. SFAS No. 133, as amended, is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. Earlier adoption is
permitted. Patriot has not yet determined the impact, if any, of this statement,
including if applicable, its provisions for the potential reclassifications of
certain investment securities, on earnings, financial condition or equity.



Note 8 - Business Combinations

         On January 22, 1999, the Company consummated its acquisition of First
Lehigh Corporation (First Lehigh), the holding company of First Lehigh Bank. At
the time of the merger First Lehigh Bank was a commercial bank with $104,475,000
in total assets, $93,905,000 in total deposits, and five branches in Lehigh and
Carbon counties of Pennsylvania. Patriot issued 1,640,000 shares of common stock
for all of the outstanding common and preferred stock of First Lehigh. The
transaction had a total value of $21,047,000. The acquisition was accounted for
as a purchase, and accordingly the results of operations of First Lehigh is have
been included in Patriot;s consolidated statement of income from the date of
acquisition. The transaction added $6,712,000 of goodwill which is being
amortized over 15 years and $4,508,000 of core deposit intangibles to Patriot's
balance sheet which is being amortized on an accelerated basis over a period of
5-20 years.


         On June 28, 1999. The company acquired three offices of Ark Mortgage
Inc. The offices acquired are located in Fort Washington, Lancaster, and
Bethlehem. The purchase price was equal to $250,000 in cash less certain profits
on the acquired mortgage pipeline. The acquisition will be accounted for as a
purchase and will add approximately $170,000 of goodwill to Patriot's balance
sheet which will be amortized over a period of 15 years.


         On November 6, 1998, Patriot acquired Keystone Financial Leasing
Company (KFL). KFL is a small-ticket commercial leasing company which had total
assets of $43,327,000 including lease receivables of $42,764,000 at the date of
acquisition. KFL was purchased for $6,258,000 in cash plus contingent
consideration based upon future revenues of KFL. The acquisition was accounted
for as a purchase. Goodwill arising from the transaction totaled $2,267,000 and
is being amortized over 15 years.


                                       13
<PAGE>   14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

   In addition to historical information, this discussion and analysis of
Patriot Bank Corp. and Subsidiaries (Patriot) contains forward-looking
statements. The forward-looking statements contained herein are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements. Important
factors that might cause such a difference include, but are not limited to those
discussed in the "Management's Discussion and Analysis of Financial Condition
and Results of Operations". Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof. Patriot undertakes no obligation to publicly revise or update
these forward-looking statements to reflect events or circumstances that arise
after the date hereof.

   GENERAL. Patriot reported diluted earnings per share of $.22 and net income
of $1,306,000 for the three-month period ended June 30, 2000 compared to diluted
earnings per share of $.23 and net income of $1,371,000 for the three month
period ended June 30, 1999. Diluted earnings per share for the six-month period
ending June 30, 2000 was $.47 and net income of $2,794,000 compared with $.45
and net income of $2,675,000 for the six-month period ended June 30, 1999.
Return on average equity was 10.46%, for the three-month period ended June 30,
2000 compared to 9.49%, for the three-month period ended June 30, 1999.

   NET INTEREST INCOME. Net interest income for the three-month and six-month
periods ended June 30, 2000 was $5,887,000 and $12,200,000 compared to
$6,004,000 and $11,691,000 for the same periods in 1999. The decrease during the
second quarter is primarily due to the impact of general increases in market
rates on Patriot's funding sources compressing Patriot's net interest margin.
Patriot's net interest margin (net interest income as a percentage of average
interest-earning assets) was 2.36% for the six-month period ended June 30, 2000
compared to 2.38% for the same period in 1999. The increase in margin is
primarily due to the acquisitions and the growth of Patriot's commercial loan
portfolio.

   Interest on loans and leases was $13,933,000 and $27,122,000 for the
three-month and six-month periods ended June 30, 2000 compared to $11,004,000
and 21,677,000 for the same periods in 1999. The average balance of loans was
$656,564,000 with an average yield of 8.27% for the six-month period ended June
30, 2000 compared to an average balance of $551,682,000 with an average yield of
7.89% for the same period in 1999. The increase in average balance is due to
strong growth in the originations of commercial loans and leases. The increase
in average yield is primarily a result of a greater volume of higher yielding
commercial loans and leases.

   Interest on Patriot's investment portfolio (investment and mortgage-backed
securities) was $7,148,000 and $14,392,000 for the three-month and six-month
periods ended June 30, 2000 compared to $7,499,000 and $14,684,000 for the same
periods in 1999. The average balance of the investment portfolio was
$424,545,000 with an average yield of 7.11% for the six-month period ended June
30, 2000 compared to an average balance of $462,284,000 with an average yield of
6.62% for the same period in 1999. The decrease in average balance is primarily
due to Patriot allowing the investment portfolio to amortize down so it can be
replaced with commercial assets. The increase in average yield is related to
increases in yields in the market.

   Interest on total deposits was $7,581,000 and $13,478,000 for the three-month
and six-month periods ended June 30, 2000 compared to $5,093,000 and $10,014,000
for the same periods in 1999. The average balance of total deposits was
$557,857,000 with an average cost of 4.84% for the six-month period ended June
30, 2000 compared to an average balance of $458,103,000 with an average cost of
4.40% for the same period in 1999. The increase in average balance is primarily
the result of aggressive marketing of certificates of deposit, money market and
other transaction-based deposit accounts, and an increase in Patriot's jumbo
deposit program. The increase in average yield was the result of general
increases in interest rates and growth in the jumbo deposit program.

    Interest on borrowings was $7,781,000 and $16,065,000 for the three-month
and six-month periods ended June 30, 2000 compared to $7,459,000 and $14,812,000
for the same periods in 1999. The average balance of borrowings was $541,502,000
with an average cost of 5.93% for the six-month period ended June 30, 2000
compared to an average balance of $553,558,000 with a cost of 5.37% for the same
period in 1999. The decrease in average balance was due to growth in Patriot's
deposit based products. The increase in the cost of borrowings was the result of
a general increase in interest rates.

PROVISION FOR CREDIT LOSSES. The provision for credit losses was $300,000 and
$600,000 for the three-month and six-month periods ended June 30, 2000
identical to the same periods in 1999. Patriot continues to have excellent
asset quality with low levels of delinquencies and low level of non-performing
assets. At June 30, 2000 Patriot's non-performing assets were .22% of total
assets and all loans 30 days or more delinquent were .63% of total loans.


                                       14
<PAGE>   15
NON-INTEREST INCOME. Total non-interest income was $1,780,000 and $3,287,000
for the three-month and six-month periods ended June 30, 2000 compared to
$1,202,000 and $2,336,000 for the same periods in 1999. Non-interest income
also includes gains recognized on the sale of investment securities available
for sale. The increase in recurring other non-interest income was primarily due
to an increased emphasis on recurring non-interest income including an increase
in mortgage banking gains of $584,000 and $870,000 for the three-month and
six-month periods ended June 30, 2000 compared to $138,000 and $266,000 for the
same periods in 1999 as well as growth in other areas such as loan and deposit
fees, ATM fees, and income from bank owned life insurance.

   NON-INTEREST EXPENSE. Total non-interest expense was $5,724,000 and
$11,306,000 for the three-month and six-month periods ended June 30, 2000
compared to $5,092,000 and $9,821,000 for the same periods in 1999. The increase
in non-interest expense was the result of increased salary and employee benefit
costs and occupancy and equipment costs, both related to the acquisition First
Lehigh and Patriot's newly opened retail offices on Tilghman St. in Allentown,
Pennsylvania and in Exeter Township, Pennsylvania, and growth in the mortgage
banking operations.

   In response to the impact of rising rates on net interest income, Patriot's
management team is focusing its efforts on analyzing and improving fee income
and operating expenses. During the second quarter Patriot's management team
implemented substantial changes to its business plan including reductions in
staffing and benefits costs, increased efficiency through automation, and a
reengineering of the Mortgage Banking operations.

   INCOME TAX PROVISION. The income tax provision was $337,000 and $787,000 for
the three-month and six-month periods ended June 30, 2000 compared to $443,000
and $931,000 for the same periods in 1999. The effective tax rate was 20.51% and
21.97% for three-month and six-month periods ended June 30, 2000 compared to
24.42% and 25.80% for the same periods in 1999. The decrease is a result of the
amortization of non-deductible goodwill offset somewhat by the purchase of
certain tax exempt investments.

FINANCIAL CONDITION

   LOAN AND LEASE PORTFOLIO. Patriot's primary portfolio loan products are
commercial loans, small ticket commercial leases, fixed-rate and adjustable-rate
mortgage loans and home equity loans and lines of credit. Patriot also offers
residential construction loans and other consumer loans. At June 30, 2000
Patriot's total loan portfolio was $684,276,000, compared to a total loan
portfolio of $621,978,000 at December 31, 1999. The increase in the loan
portfolio was primarily the result of aggressive marketing of commercial loans
and leases. During the six-month period ended June 30, 2000, Patriot originated
total loans and leases of $212,846,000, compared to total loans and leases
originated of $126,744,000 for the same period in 1999. Commercial loan and
lease originations for the six-month period ended June 30, 2000 were
$106,255,000 compared to $70,429,000 for the same period in 1999.

   CASH AND CASH EQUIVALENTS. Cash and cash equivalents at June 30, 2000 were
$15,149,000 compared to $8,161,000 at December 31, 1999. The increase in cash
balances is associated with timing differences in borrowing activity and
investment prepayments.

   INVESTMENT AND MORTGAGE-BACKED SECURITIES. Investment securities consist
primarily of U.S. agency securities, mortgage-backed securities which are
generally insured or guaranteed by either FHLMC, FNMA or the GNMA and
collateralized mortgage obligations.

   Total investment and mortgage-backed securities at June 30, 2000 were
$412,187,000 compared to $435,381,000 at December 31, 1999. The decrease in
investment and mortgage-backed securities is primarily due to normal investment
amortization.

   OTHER ASSETS. Premises and equipment at June 30, 2000 was $8,948,000 compared
to $11,376,000 at December 31, 1999. The decrease in premises and equipment is
primarily associated with normal depreciation coupled with the sale of a closed
branch office and the corporate headquarters building acquired from First
Lehigh. Accrued interest receivable at June 30, 2000 was $5,029,000 compared to
$4,845,000 at December 31, 1999. Real estate owned at June 30, 2000 was $74,000
compared to $193,000 at December 31, 1999. Bank owned life insurance policy with
a cash surrender value at June 30, 2000 of $16,102,000 compared to $15,700,000
at December 31, 1999. Goodwill at June 30, 2000 was $13,882,000 compared to
$14,189,000 at December 31, 1999. Other assets at June 30, 2000 were $9,714,000
compared to $12,648,000 at December 31, 1999.

   DEPOSITS. Deposits are primarily attracted from within Patriot's market area
through the offering of various deposit instruments, including NOW accounts,
money market accounts, savings accounts, certificates of deposit and retirement
savings plans. Patriot also attracts jumbo certificates of deposit.

Total deposits at June 30, 2000 were $647,333,000 compared to $502,002,000 at
December 31, 1999. The increase in balance is primarily attributed to
$105,000,000 in growth in Patriot's Jumbo CD program.


                                       15
<PAGE>   16
   BORROWINGS. Patriot utilizes borrowings as a source of funds for its asset
growth and its asset/liability management. Patriot is eligible to obtain
advances from the FHLB upon the security of the FHLB common stock it owns and
certain of its residential mortgages and mortgage-backed securities, provided
certain standards related to creditworthiness have been met. Patriot may also
utilize repurchase agreements to meet its liquidity needs. FHLB advances are
made pursuant to several different credit programs, each of which has its own
interest rate and range of maturities. The maximum amount that the FHLB will
advance to member institutions fluctuates from time to time in accordance with
the policies of the FHLB. Total borrowings at June 30, 2000 were $469,404,000
compared to $568,795,000 at December 31, 1999. The decrease is primarily
associated with funding being provided by growth in deposits.


STOCKHOLDERS' EQUITY. Total stockholders' equity was $51,107,000 at June 30,
2000 compared to $49,768,000 at December 31, 1999. The increase in balance is
primarily due to earnings offset by dividends to shareholders' and decreases in
accumulated other comprehensive income.

YEAR 2000 ISSUES

         Year 2000 issues result from the inability of many computer programs or
computerized equipment to accurately calculate, store or use data for the year
2000 or later. These potential shortcomings could result in a system failure or
miscalculations causing disruptions of operations, including among other things,
a temporary inability to process transactions, track important customer
information, provide convenient access to this information, or engage in normal
business operations. While lingering concern exists about certain dates during
the Year 2000, the most significant date, January 1, 2000, has passed without
incident. As of the date of this filing Patriot has not experienced any
significant Year 2000 problems relating to its internal or third party computer
systems. Nor has Patriot experienced any issues regarding ability of commercial
customers to meet debt service as a result of Year 2000 issues. Patriot incurred
costs related to year 2000 compliance and testing amounting to $144,000 and will
continue to monitor systems for problems in the future, however the costs
related to that process are not expected to be significant.


                                       16
<PAGE>   17
      LIQUIDITY AND CAPITAL RESOURCES

   Liquidity. Patriot's primary sources of funds are deposits, principal and
interest payments on loans, principal and interest payments on investment and
mortgage-backed securities, FHLB advances and repurchase agreements. While
maturities and scheduled amortization of loans and investment and
mortgage-backed securities are predictable sources of funds, deposit inflows and
loan and mortgage-backed security prepayments are greatly influenced by economic
conditions, general interest rates and competition. Therefore, Patriot manages
its balance sheet to provide adequate liquidity based upon various economic,
interest rate and competitive assumptions and in light of profitability
measures.

   During the six-month period ended June 30, 2000, significant liquidity was
provided by growth in deposits and maturities investment and mortgage-backed
securities. The funds provided by these activities were invested in new loans
and the repayment of borrowings.

         At June 30, 2000, Patriot had outstanding loan commitments of
$70,085,000. Patriot anticipates that it will have sufficient funds available to
meet its loan origination commitments. Certificates of deposit which are
scheduled to mature in one year or less from June 30, 2000 totaled $345,566,000.
Based upon historical experience, Patriot expects that substantially all of the
maturing certificates of deposit will be retained at maturity.

         Capital Resources. FDIC regulations currently require companies to
maintain a minimum leverage capital ratio of not less than 3% of tier 1 capital
to total adjusted assets and not less than 4% of risk-adjusted assets, and a
minimum risk-based capital ratio (based upon credit risk) of not less than 8%.
The FDIC requires a minimum leverage capital requirement of 3% for institutions
rated composite 1 under the CAMEL rating system. For all other institutions, the
minimum leverage capital requirement is 3% plus at least an additional 1% to 2%,
(100 to 200) basis points. At December 31, 1999, Patriot Bank's and Patriot Bank
Corp.'s capital ratios exceeded all requirements to be considered well
capitalized. The following table sets forth the capital ratios of Patriot Bank
Corp., Patriot Bank and the current regulatory requirements at June 30, 2000:
<TABLE>
<CAPTION>

                                                                         To Be                     To Be
                                                  Actual           Adequacy Capitalized          Well Capitalized
                                                  ------           --------------------          ----------------
                                              Amount   Ratio      Amount           Ratio      Amount         Ratio
                                              ------   -----      ------           -----      ------         -----
                                                                      As of  June 30, 2000
<S>                                          <C>        <C>       <C>               <C>       <C>              <C>
Total  capital (to risk weighted assets)

 Patriot Bank Corp.                          $68,152    10.03%    $54,346           8%        $67,932          10%
 Patriot                                      71,272    10.66%     54,783           8%         68,479          10%

 Tier I capital (to risk-weighted assets)

 Patriot Bank Corp.                           61,951     9.12%     27,173           4%         40,759           6%
 Patriot                                      65,112     9.71%     27,392           4%         41,087           6%

  Tier I capital (to average assets)

 Patriot Bank Corp.                           61,951     5.37%     46,166           4%         57,707           5%
 Patriot                                      65,112     5.69%     46,375           4%         57,969           5%
</TABLE>


                                       17
<PAGE>   18
   MANAGEMENT OF INTEREST RATE RISK

   The principal objective of Patriot's interest rate risk management function
is to evaluate the interest rate risk included in certain on and off balance
sheet accounts, determine the level of risk appropriate given Patriot's business
focus, operating environment, capital and liquidity requirements and performance
objectives, and manage the risk consistent with Board approved guidelines.
Through such management, Patriot seeks to reduce the vulnerability of its net
interest income to changes in interest rates. Patriot monitors its interest rate
risk as such risk relates to its operating strategies. Patriot's Board of
Directors has established an Asset/Liability Committee comprised of senior
management, which is responsible for reviewing its asset/liability and interest
rate position and making decisions involving asset/liability considerations. The
Asset/Liability Committee meets regularly and reports trends and Patriot's
interest rate risk position to the Board of Directors.

   The matching of assets and liabilities may be analyzed by examining the
extent to which such assets and liabilities are "interest rate sensitive" and by
monitoring an institution's interest rate sensitivity "gap." An asset or
liability is said to be interest rate sensitive within a specific time period if
it will mature or reprice within that time period. The interest rate sensitivity
gap is defined as the difference between the amount of interest-earning assets
maturing or repricing within a specific time period and the amount of
interest-bearing liabilities maturing or repricing within that time period. A
gap is considered positive when the amount of interest rate sensitive assets
exceeds the amount of interest rate sensitive liabilities. A gap is considered
negative when the amount of interest rate sensitive liabilities exceeds the
amount of interest rate sensitive assets. During a period of rising interest
rates, therefore, a negative gap theoretically would tend to adversely affect
net interest income, while a positive gap would tend to result in an increase in
net interest income. Conversely, during a period of falling interest rates, a
negative gap position would theoretically tend to result in an increase in net
interest income while a positive gap would tend to affect net interest income
adversely.

   Patriot pursues several actions designed to control its level of interest
rate risk. These actions include increasing the percentage of the loan portfolio
consisting of short-term and adjustable-rate loans through increased
originations of these loans, acquiring short-term and adjustable-rate
mortgage-backed securities, and undertaking to lengthen the maturities of
deposits and borrowings. At June 30, 2000, Patriot's total interest-bearing
liabilities maturing or repricing within one year exceeded its total net
interest-earning assets maturing or repricing in the same time period by
$352,687,000 representing a one-year cumulative "gap," as defined above, as a
percentage of total assets of negative 29.98%.


                                       18
<PAGE>   19
   The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at June 30, 2000, which are
anticipated, based upon certain assumptions, to reprice or mature in each of the
future time periods shown. Except as stated below, the amount of assets and
liabilities shown which reprice or mature during a particular period were
determined in accordance with the earlier of term to repricing or the
contractual maturity of the asset or liability. The table sets forth an
approximation of the projected repricing of assets and liabilities at June 30,
2000, on the basis of contractual maturities, anticipated prepayments, and
scheduled rate adjustments within a Three-Month period and subsequent selected
time intervals. The loan amounts in the table reflect principal balances
expected to be repaid and/or repriced as a result of contractual amortization
and anticipated prepayments of adjustable-rate loans and fixed-rate loans, and
as a result of contractual rate adjustments on adjustable-rate loans.


<TABLE>
<CAPTION>

                                                                    At June 30, 2000
                                                                   ----------------
                                              3 Months      3 Months to     6 Months to         1 Year to
                                               or Less        6 Months         1 Year            3 Years
                                             -----------     -----------     -----------       -----------
                                                                                     (In thousands)

<S>                                          <C>             <C>             <C>               <C>
INTEREST EARNING ASSETS(1):
Interest earning deposits                    $    11,869     $      --       $      --         $      --
Investment and mortgage-backed                   121,106          12,841          16,455            28,776
securities, net (2)(5)
Loans receivable, net(3)(5)                      122,156          40,453          69,630           100,051
                                             -----------     -----------     -----------       -----------
Total interest-earning assets                    255,131          53,294          86,085           128,827

Non-interest-earning assets                         --              --              --                --
                                             -----------     -----------     -----------       -----------

Total assets                                     255,131          53,294          86,085           128,827
                                             -----------     -----------     -----------       -----------

INTEREST-BEARING LIABILITIES:

Money market and passbook savings                 12,522          12,522          25,044            47,368
accounts(6)
Demand and NOW accounts (6)                        2,585           2,585           5,170            10,340
Certificates of deposit                          123,377          52,806         169,383            85,731
Borrowings                                       230,216          50,000          60,987            56,323
                                             -----------     -----------     -----------       -----------

Total interest-bearing liabilities               368,700         117,913         260,584           199,762
Non-interest-bearing
liabilities                                                                        8,575             8,575
Equity                                              --              --              --                --
                                             -----------     -----------     -----------       -----------
Total liabilities and equity                     368,700         117,913         260,584           199,762
                                             -----------     -----------     -----------       -----------
Interest sensitivity gap(4)                  $  (113,569)    $   (64,619)    $  (174,499)      $   (70,935)
                                             -----------     -----------     -----------       -----------
Cumulative interest sensitivity gap          $  (113,569)    $  (178.188)    $  (352,687)      $  (423,622)
                                             -----------     -----------     -----------       -----------
Cumulative interest sensitivity gap as a           (9.65)%        (15.15)%        (29.98)%          (36.01)%
percent of total assets                      -----------     -----------     -----------       -----------

Cumulative interest-earning assets as a             69.20%         63.38 %         52.80 %           55.27 %
percent of cumulative interest-bearing
liabilities
</TABLE>

<TABLE>
<CAPTION>
                                                          At June 30, 2000
                                                          ----------------
                                                  3 Years to         More than
                                                   5 Years           5 Years             Total
                                                  -----------       -----------       -----------


<S>                                               <C>               <C>               <C>
INTEREST EARNING ASSETS(1):
Interest earning deposits                         $      --         $      --         $    11,869
Investment and mortgage-backed                         75,169           157,821           412,168
securities, net (2)(5)
Loans receivable, net(3)(5)                           234,759           128,286           695,335
                                                  -----------       -----------       -----------
Total interest-earning assets                         309,928           286,107         1,119,372

Non-interest-earning assets                              --              57,048            57,048

Total assets                                          309,928           343,155         1,176,420
                                                  -----------       -----------       -----------

INTEREST-BEARING LIABILITIES:

Money market and passbook savings                      19,361            18,169           134,986
accounts(6)
Demand and NOW accounts (6)                            20,679            22,863            64,222
Certificates of deposit                                12,782             4,046           448,125
Borrowings                                             31,826            40,053           469,405
                                                  -----------       -----------       -----------

Total interest-bearing liabilities                     84,648            85,131         1,116,738

Non-interest-bearing liabilities                                          8,575             8,575
Equity                                                   --              51,107            51,107
                                                  -----------       -----------       -----------
Total liabilities and equity                           84,648           144,813         1,176,420
                                                  -----------       -----------       -----------
Interest sensitivity gap(4)                       $   225,280       $   198,342               $--
                                                  -----------       -----------       -----------
Cumulative interest sensitivity gap               $  (198,342)      $      --
                                                  -----------       -----------
Cumulative interest sensitivity gap as a               (16.86)%             --%
percent of total assets                           -----------       -----------

Cumulative interest-earning assets as a                 80.77 %          100.24 %
percent of cumulative interest-bearing
liabilities
</TABLE>

                                       19
<PAGE>   20
    (1) Interest-earning assets are included in the period in which the balances
        are expected to be repaid and/or repriced as a result of anticipated
        prepayments, scheduled rate adjustments, and contractual maturities.

    (2) Includes investment and mortgage-backed securities available for sale
        and held to maturity.

    (3) For purposes of the gap analysis, loans receivable includes
        non-performing loans and is reduced for the allowance for possible loan
        losses, and unamortized discounts and deferred loan fees.

    (4) Interest sensitivity gap represents the difference between total
        interest-earning assets and total interest-bearing liabilities.

    (5) Annual prepayment rates for loans and mortgage-backed securities range
        from 6% to 12%.

    (6) Money market and savings accounts, and NOW accounts are assumed to have
        decay rates between 11% and 50% annually and have been estimated based
        upon a historic analysis of core deposit trends.


                                       20
<PAGE>   21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       The discussion concerning the effects of interest rate changes on the
Company's estimated net interest income for the year ending December 31, 1999
set forth in "Managements Discussion an Analysis of Financial and Results of
Operations -- Management of Interest Rate Risk" in Item 2 hereof, is
incorporated herein by reference.

   In addition to gap analysis, Patriot utilizes income simulation modeling in
measuring its interest rate risk and managing its interest rate sensitivity.
Income simulation considers not only the impact of changing market interest
rates on forecasted net interest income, but also other factors such as yield
curve relationships, the volume and mix of assets and liabilities, customer
preferences and general market conditions.

   Through the use of income simulation modeling Patriot has calculated an
estimate of net interest income for the year through June 30, 2001, based upon
the assets, liabilities and off-balance sheet financial instruments in existence
at June 30, 2000. Patriot has also estimated changes to that estimated net
interest income based upon immediate and sustained changes in interest rates
("rate shocks"). Rate shocks assume that all interest rates increase or decrease
on the first day of the period modeled and remain at that level for the entire
period. The following table reflects the estimated percentage change in
estimated net interest income for the period ending June 30, 2000.

<TABLE>
<CAPTION>

                Rate shock to interest rates                  % change
                ----------------------------------            -----------
<S>                                                           <C>
                           +2%                                (19.32%)
                           +1%                                 (7.99%)
                           -1%                                  8.21%
                           -2%                                  14.56%
</TABLE>

   Patriot's management believes that the assumptions utilized in evaluating
Patriot's estimated net interest income are reasonable; however, the interest
rate sensitivity of Patriot's assets, liabilities and off-balance sheet
financial instruments as well as the estimated effect of changes in interest
rates on estimated net interest income could vary substantially if different
assumptions are used or actual experience differs from the experience on which
the assumptions were based.


                                       21
<PAGE>   22
   PART II        OTHER INFORMATION

         Item 1   LEGAL PROCEEDINGS

                  There are various claims and lawsuits in which Patriot is
periodically involved incidental to the Patriot's business, which in the
aggregate involve amounts which are believed by management to be immaterial to
the financial condition, equity, and results of operations of the Company.

         Item 2   CHANGES IN SECURITIES

                          Not applicable.

         Item 3   DEFAULTS UPON SENIOR SECURITIES

                          Not applicable.

            Item 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  The company held its Annual Meeting of Shareholders on April
27, 2000. At the said meeting 6,180,592 shares of Common Stock were eligible to
vote, of which 4,785,184 shares were present in person or by proxy. The
following matters were voted upon at the Annual Meeting and the number of
affirmative votes, negative votes and abstentions with respect to the matters
are as follows:

   1. At the Annual Meeting, two directors were elected for three-year terms.
The nominees were Samuel N. Landis and Joseph W. Major.


<TABLE>
<CAPTION>
                           For              %        Withheld            %
<S>                        <C>             <C>       <C>               <C>
   Samuel N. Landis        4,870,112       97.40     128,865           2.60
   Joseph W. Major         4,785,874       95.70     213,103           4.30
</TABLE>

   The names of each of the directors whose term of office continued after the
Annual Meeting and their respective term expirations are as follows:
<TABLE>
<S>                                <C>
         Larry V. Thren            2001

         James B. Elliot           2001

         James A. Bentley Jr.      2002

         Richard A. Elko           2002
</TABLE>

   2. The ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of Patriot Bank Corp. for fiscal year ending December 31,
2000.


<TABLE>
<CAPTION>
               For         %          Against          %       Abstain          %
<S>                      <C>          <C>           <C>       <C>             <C>
         4,978,780       99.60%        5,593         .10%      14,604          .30%
</TABLE>

                                       22
<PAGE>   23
         Item 5   OTHER INFORMATION

                           Not applicable.

         Item 6   EXHIBITS AND REPORTS ON FORM 8-K.

                           (a) The Following exhibits are filed as part of this
                               report.


                                     Exhibit 27 Financial Data Schedule

                                              (filed herewith)

                           (b) Reports filed on Form 8K

   none

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

   * Incorporated herein by reference into this document from the exhibits to
Form S-1, Registration Statement, filed on September 1, 1995 as amended
Registration No. 33-96530.


                                       23
<PAGE>   24
                                   SIGNATURES

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


                                               PATRIOT BANK CORP.
                                        --------------------------------------
                                                  (Registrant)


Date             August 14, 2000
                 -----------------      --------------------------------------
                                                   Joseph W. Major
                                        President and Chief Executive Officer


Date             August 14, 2000
                 ----------------       --------------------------------------
                                                   James G. Blume
                                            Executive Vice President and
                                               Chief Financial Officer


                                       24