<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

 [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

 [ ] 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...................................................0-18046


                           FIRST FEDERAL CAPITAL CORP
             (Exact name of Registrant as specified in its charter)


WISCONSIN                                                             39-1651288
(State or other jurisdiction of                                    (IRS employer
incorporation or organization)                                   identification)


605 STATE STREET                                                           54601
LA CROSSE, WISCONSIN                                                  (Zip code)
(Address of principal executive office)



       Registrant's telephone number, including area code: (608) 784-8000


                                 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 such shorter period as the Registrant has
been subject to such requirements), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Class: COMMON STOCK--$.10 PAR VALUE. Outstanding as of August 4, 2000:
18,298,727 (EXCLUDES 1,642,903 SHARES HELD AS TREASURY STOCK).



<PAGE>   2


                           FORM 10-Q TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I FINANCIAL INFORMATION                                                                       PAGE

<S>                                                                                                <C>

      Item 1--Financial Statements ..................................................................2

      Item 2--Management's Discussion and Analysis of Financial Condition and Results of
              Operations............................................................................12

      Item 3--Quantitative and Qualitative Disclosures about Market Risk............................21

PART II OTHER INFORMATION

      Item 1--Legal Proceedings.....................................................................22

      Item 2--Changes in Securities.................................................................22

      Item 3--Defaults Upon Senior Securities.......................................................22

      Item 4--Submission of Matters to Vote of Security Holders.....................................22

      Item 5--Other Information.....................................................................22

      Item 6--Exhibits and Reports on Form 8-K......................................................22

SIGNATURES..........................................................................................23

</TABLE>

                                       1


<PAGE>   3


                          PART I FINANCIAL INFORMATION

ITEM 1--FINANCIAL STATEMENTS


CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
June 30, 2000, and December 31, 1999
<TABLE>
<CAPTION>

                                                                                     JUNE 30        DECEMBER 31
                                                                                       2000             1999
ASSETS                                                                             (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------

<S>                                                                                <C>              <C>
Cash and due from banks                                                               $54,405,783      $65,566,021
Interest-bearing deposits with banks                                                    5,169,062       17,790,262
Investment securities available for sale, at fair value                                   782,578          872,844
Mortgage-backed and related securities:
  Available for sale, at fair value                                                   227,181,439      252,165,351
  Held for investment, at cost (fair value of $86,976,511 and $101,068,308,
    respectively)                                                                      89,548,462      103,932,229
Loans held for sale                                                                     6,793,545        6,345,624
Loans held for investment, net                                                      1,757,476,803    1,538,594,590
Federal Home Loan Bank stock                                                           24,592,800       22,511,300
Accrued interest receivable, net                                                       17,829,169       15,420,837
Office properties and equipment                                                        25,394,329       24,620,596
Mortgage servicing rights, net                                                         22,658,072       21,727,981
Intangible assets                                                                      11,954,632       12,463,373
Other assets                                                                            2,274,190        2,543,147
-------------------------------------------------------------------------------------------------------------------

  Total assets                                                                     $2,246,060,864   $2,084,554,155
-------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>


LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>              <C>
Deposit liabilities                                                                $1,620,707,025   $1,471,259,473
Federal funds purchased                                                                20,000,000       20,000,000
Securities sold under agreements to repurchase                                         75,000,000                -
Federal Home Loan Bank advances                                                       368,635,000      444,333,000
Other borrowings                                                                        7,297,767        5,246,701
Advance payments by borrowers for taxes and insurance                                   8,900,958        5,407,816
Accrued interest payable                                                                3,029,497        2,516,280
Other liabilities                                                                       9,409,924        8,515,659
-------------------------------------------------------------------------------------------------------------------
  Total liabilities                                                                 2,112,980,171    1,957,278,929
-------------------------------------------------------------------------------------------------------------------
Preferred stock, $.10 par value, 5,000,000 shares authorized, none outstanding                  -                -
Common stock, $.10 par value, 100,000,000 shares authorized, 19,941,630 shares
  issued and outstanding, including 1,644,903 and 1,538,235 shares of treasury
  stock, respectively                                                                   1,994,163        1,994,163
Additional paid-in capital                                                             34,540,064       34,540,064
Retained earnings                                                                     114,176,246      106,929,097
Treasury stock, at cost                                                              (15,662,698)     (14,388,670)
Unearned restricted stock                                                               (230,758)        (591,183)
Non-owner adjustments to equity, net                                                  (1,736,324)      (1,208,245)
-------------------------------------------------------------------------------------------------------------------
  Total stockholders' equity                                                          133,080,693      127,275,226
-------------------------------------------------------------------------------------------------------------------

  Total liabilities and stockholders' equity                                       $2,246,060,864   $2,084,554,155
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Refer to accompanying Notes to Consolidated Financial Statements.

                                       2

<PAGE>   4


CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>

                                                                                   THREE MONTHS ENDED JUNE 30
                                                                              -------------------------------------
                                                                                    2000               1999
                                                                                 (UNAUDITED)       (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                  <C>
Interest on loans                                                                   $33,134,873        $25,072,729
Interest on mortgage-backed and related securities                                    5,547,808          6,068,609
Interest and dividends on investments                                                   556,243            439,256
-------------------------------------------------------------------------------------------------------------------
  Total interest income                                                              39,238,924         31,580,594
-------------------------------------------------------------------------------------------------------------------
Interest on deposit liabilities                                                      17,313,220         14,696,783
Interest on FHLB advances and all other borrowings                                    6,926,436          3,425,329
-------------------------------------------------------------------------------------------------------------------
  Total interest expense                                                             24,239,656         18,122,112
-------------------------------------------------------------------------------------------------------------------
  Net interest income                                                                14,999,268         13,458,482
Provision for loan losses                                                               111,775             77,409
-------------------------------------------------------------------------------------------------------------------
  Net interest income after provision for loan losses                                14,887,493         13,381,073
-------------------------------------------------------------------------------------------------------------------
Retail banking fees and service charges                                               5,563,606          5,109,768
Loan servicing fees, net                                                                997,259            968,317
Premiums and commissions on annuity and insurance sales                                 649,674            590,087
Gain on sales of loans                                                                  506,031          2,040,665
Other income                                                                            750,170            680,144
-------------------------------------------------------------------------------------------------------------------
  Total non-interest income                                                           8,466,740          9,388,981
-------------------------------------------------------------------------------------------------------------------
Compensation and employee benefits                                                    8,941,739          7,529,480
Occupancy and equipment                                                               2,018,739          1,796,793
Communications, postage, and supplies                                                   990,257            949,085
ATM and debit card expense                                                              722,820            694,974
Advertising and marketing                                                               569,188            567,819
Amortization of intangibles                                                             256,815            257,943
Other expenses                                                                        1,065,133          1,388,028
-------------------------------------------------------------------------------------------------------------------
  Total non-interest expense                                                         14,564,691         13,184,122
-------------------------------------------------------------------------------------------------------------------
  Income before income taxes                                                          8,789,542          9,585,932
Income tax expense                                                                    3,124,173          3,419,849
-------------------------------------------------------------------------------------------------------------------

  Net income                                                                         $5,665,369         $6,166,083
-------------------------------------------------------------------------------------------------------------------


PER SHARE INFORMATION
-------------------------------------------------------------------------------------------------------------------
Diluted earnings per share                                                                $0.30              $0.32
Basic earnings per share                                                                   0.31               0.34
Dividends paid per share                                                                   0.11               0.09
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Refer to accompanying Notes to Consolidated Financial Statements.

                                       3

<PAGE>   5


CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>

                                                                                    SIX MONTHS ENDED JUNE 30
                                                                              -------------------------------------
                                                                                    2000               1999
                                                                                 (UNAUDITED)       (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                  <C>
Interest on loans                                                                   $63,790,561        $48,989,080
Interest on mortgage-backed and related securities                                   11,395,822         11,744,863
Interest and dividends on investments                                                 1,131,816          1,579,250
-------------------------------------------------------------------------------------------------------------------
  Total interest income                                                              76,318,199         62,313,193
-------------------------------------------------------------------------------------------------------------------
Interest on deposit liabilities                                                      32,968,992         30,371,973
Interest on FHLB advances and all other borrowings                                   13,611,825          6,253,578
-------------------------------------------------------------------------------------------------------------------
  Total interest expense                                                             46,580,817         36,625,551
-------------------------------------------------------------------------------------------------------------------
  Net interest income                                                                29,737,382         25,687,642
Provision for loan losses                                                               304,246            232,928
-------------------------------------------------------------------------------------------------------------------
  Net interest income after provision for loan losses                                29,433,136         25,454,714
-------------------------------------------------------------------------------------------------------------------
Retail banking fees and service charges                                              10,618,233          9,265,552
Loan servicing fees, net                                                              1,999,307            959,357
Premiums and commissions on annuity and insurance sales                               1,350,292          1,355,870
Gain on sales of loans                                                                  795,585          5,630,878
Other income                                                                          1,248,550          1,246,166
-------------------------------------------------------------------------------------------------------------------
  Total non-interest income                                                          16,011,967         18,457,823
-------------------------------------------------------------------------------------------------------------------
Compensation and employee benefits                                                   17,352,643         15,137,148
Occupancy and equipment                                                               3,905,892          3,754,558
Communications, postage, and supplies                                                 2,043,282          1,949,734
ATM and debit card expense                                                            1,429,709          1,329,713
Advertising and marketing                                                             1,112,165          1,108,525
Amortization of intangibles                                                             513,630            515,887
Other expenses                                                                        2,137,391          2,825,858
-------------------------------------------------------------------------------------------------------------------
  Total non-interest expense                                                         28,494,712         26,621,423
-------------------------------------------------------------------------------------------------------------------
  Income before income taxes                                                         16,950,391         17,291,114
Income tax expense                                                                    6,022,633          6,114,049
-------------------------------------------------------------------------------------------------------------------

  Net income                                                                        $10,927,758        $11,177,065
-------------------------------------------------------------------------------------------------------------------


PER SHARE INFORMATION
-------------------------------------------------------------------------------------------------------------------
Diluted earnings per share                                                                $0.59              $0.58
Basic earnings per share                                                                   0.60               0.61
Dividends paid per share                                                                   0.20               0.16
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Refer to accompanying Notes to Consolidated Financial Statements.



                                       4

<PAGE>   6


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Three Months Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>

                                      COMMON
                                   STOCK AND
                                  ADDITIONAL                                  UNEARNED     NON-OWNER
                                     PAID-IN      RETAINED      TREASURY    RESTRICTED   ADJUSTMENTS
UNAUDITED                            CAPITAL      EARNINGS         STOCK         STOCK     TO EQUITY         TOTAL
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>           <C>         <C>            <C>            <C>         <C>
Balance at March 31, 1999        $36,534,228   $98,391,434   ($16,470,424) ($1,090,145)   $2,162,220   $119,527,313
                                                                                                     --------------
Net income                                      6,166,083                                                 6,166,083
Securities valuation
adjustment, net of income taxes                                                           (1,660,169)    (1,660,169)
                                                                                                     --------------
Net income and non-owner
  adjustments to equity                                                                                   4,505,913
                                                                                                     --------------
Dividends paid                                 (1,632,500)                                               (1,632,500)
Exercise of stock options                      (3,580,235)      9,395,746                                 5,815,511
 Amortization of restricted
   stock                                                                       166,421                      166,421
-------------------------------------------------------------------------------------------------------------------

Balance at June 30, 1999         $36,534,228   $99,344,782    ($7,074,678)   ($923,724)     $502,051   $128,382,659
-------------------------------------------------------------------------------------------------------------------


UNAUDITED
-------------------------------------------------------------------------------------------------------------------

Balance at March 31, 2000        $36,534,227  $110,578,540   ($15,936,683)   ($360,537)  ($1,615,570)  $129,199,977
                                                                                                     --------------
Net income                                       5,665,369                                                5,665,369
Securities valuation
adjustment, net of income taxes                                                             (120,754)      (120,754)
                                                                                                     --------------
Net income and non-owner
  adjustments to equity                                                                                   5,544,615
                                                                                                     --------------
Dividends paid                                  (2,015,225)                                              (2,015,225)
Exercise of stock options                         (187,163)       273,985                                    86,822
Amortization of restricted
  stock                                            134,725                     129,779                      264,504
-------------------------------------------------------------------------------------------------------------------

Balance at June 30, 2000         $36,534,227  $114,176,246   ($15,662,698)   ($230,758)  ($1,736,324)  $133,080,693
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Refer to accompanying Notes to Consolidated Financial Statements.

                                       5

<PAGE>   7


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Six Months Ended June 30, 2000 and 1999

<TABLE>
<CAPTION>

                                      COMMON
                                   STOCK AND
                                  ADDITIONAL                                  UNEARNED     NON-OWNER
                                     PAID-IN      RETAINED      TREASURY    RESTRICTED   ADJUSTMENTS
UNAUDITED                            CAPITAL      EARNINGS         STOCK         STOCK     TO EQUITY         TOTAL
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>           <C>          <C>            <C>            <C>        <C>
Balance at December 31, 1998     $36,534,228   $97,291,806  ($12,722,834)  ($1,256,266)   $2,837,713   $122,684,647
                                                                                                     --------------
Net income                                      11,177,065                                               11,177,065
Securities valuation
adjustment, net of income taxes                                                           (2,335,662)    (2,335,662)
                                                                                                     --------------
Net income and non-owner
  adjustments to equity                                                                                   8,841,403
                                                                                                     --------------
Dividends paid                                  (2,902,687)                                              (2,902,687)
Exercise of stock options                       (6,221,402)   13,613,811                                  7,392,409
Purchase of treasury stock                                    (7,965,655)                                (7,965,655)
Amortization of restricted
  stock                                                                        332,542                      332,542
--------------------------------------------------------------------------------------------------------------------

Balance at June 30, 1999         $36,534,228   $99,344,782   ($7,074,678)    ($923,724)     $502,051   $128,382,659
--------------------------------------------------------------------------------------------------------------------

<CAPTION>

UNAUDITED
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>          <C>              <C>         <C>          <C>
Balance at December 31, 1999     $36,534,227  $106,929,097  ($14,388,670)    ($591,183)  ($1,208,245)  $127,275,226
                                                                                                     --------------
Net income                                      10,927,758                                               10,927,758
Securities valuation
  adjustment, net of income taxes                                                           (528,079)      (528,079)
                                                                                                     --------------
Net income and non-owner
  adjustments to equity                                                                                  10,399,679
                                                                                                     --------------
Dividends paid                                  (3,665,437)                                              (3,665,437)
Exercise of stock options                         (132,047)      434,635                                    302,588
Purchase of treasury stock                                    (1,708,663)                                (1,708,663)
Amortization of restricted
  stock                                            116,875                     360,425                      477,300
--------------------------------------------------------------------------------------------------------------------

Balance at June 30, 2000         $36,534,227  $114,176,246  ($15,662,698)    ($230,758)  ($1,736,324)  $133,080,693
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Refer to accompanying Notes to Consolidated Financial Statements.

                                       6

<PAGE>   8


CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>

                                                                                    THREE MONTHS ENDED JUNE 30
                                                                              -------------------------------------
                                                                                    2000               1999
                                                                                 (UNAUDITED)       (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                   <C>
Cash flows from operating activities:
  Net income                                                                         $5,665,369         $6,166,083
  Adjustments to reconcile net income to net cash provided (used) by
    operations:
    Provision for loan and real estate losses (recoveries)                              151,613           (12,033)
    Net loan costs deferred                                                           (332,550)          (126,057)
    Amortization (including mortgage servicing rights)                                1,236,160          1,600,322
    Depreciation                                                                        640,314            620,974
    Gains on sales of loans and other investments                                     (506,031)        (2,040,665)
    Increase in accrued interest receivable                                         (1,057,152)          (483,491)
    Increase in accrued interest payable                                                155,855             11,808
    Increase (decrease) in current and deferred income taxes                        (2,273,327)            764,476
    Other accruals and prepaids, net                                                    424,886            438,363
-------------------------------------------------------------------------------------------------------------------
      Net cash provided by operations before loan originations and sales              4,105,137          6,939,780
  Loans originated for sale                                                        (27,806,503)      (106,403,677)
  Sales of loans originated for sale                                                 26,981,787         99,395,772
-------------------------------------------------------------------------------------------------------------------
      Net cash provided (used) by operations                                          3,280,421           (68,125)
-------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Decrease in interest-bearing deposits with banks                                    7,461,872         23,996,017
  Purchases of mortgage-backed and related securities available for sale                      -       (60,503,884)
  Principal payments on mortgage-backed and related securities available for
    sale                                                                             12,245,741         22,180,706
  Principal payments on mortgage-backed and related securities held for
    investment                                                                        6,753,221         15,062,531
  Loans originated for investment                                                 (211,414,011)      (133,188,269)
  Loans purchased for investment                                                    (3,075,000)       (31,229,916)
  Loan principal repayments                                                          96,440,744         96,730,607
  Sales of loans originated for investment                                            2,025,173          4,089,886
  Sales of real estate                                                                  653,572            629,545
  Additions to office properties and equipment                                      (1,288,306)          (109,480)
  Purchases of mortgage servicing rights                                            (1,865,307)                  -
  Other, net                                                                        (1,575,936)        (2,543,620)
-------------------------------------------------------------------------------------------------------------------
    Net cash used by investing activities                                          (93,638,237)       (64,885,877)
-------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
  Net increase in deposit liabilities                                               105,599,243         13,981,335
  Repayment of long-term Federal Home Loan Bank advances                           (12,500,000)                  -
  Net increase in short-term Federal Home Loan Bank borrowings                        8,850,000         44,626,000
  Decrease in other borrowings                                                      (1,401,711)        (1,451,565)
  Increase in advance payments by borrowers for taxes and insurance                   4,390,659          2,758,386
  Proceeds from sale of common stock                                                          -          2,726,251
  Dividends paid                                                                    (2,015,225)        (1,632,500)
  Other, net                                                                            136,300          1,775,095
-------------------------------------------------------------------------------------------------------------------
    Net cash provided by financing activities                                       103,059,266         62,783,002
-------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and due from banks                                   12,701,450        (2,171,000)
Cash and due from banks at beginning of period                                       41,704,333         30,245,422
-------------------------------------------------------------------------------------------------------------------
    Cash and due from banks at end of period                                        $54,405,783        $28,074,422
-------------------------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information:
  Interest and dividends received on loans and investments                          $38,181,772        $31,097,103
  Interest paid on deposits and borrowings                                           24,083,801         18,110,304
  Income taxes paid                                                                   5,377,500          2,650,000
-------------------------------------------------------------------------------------------------------------------
</TABLE>


Refer to accompanying Notes to Consolidated Financial Statements.

                                       7

<PAGE>   9





CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>

                                                                                   SIX MONTHS ENDED JUNE 30
                                                                              -------------------------------------
                                                                                    2000               1999
                                                                                 (UNAUDITED)       (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                  <C>
Cash flows from operating activities:
  Net income                                                                        $10,927,758        $11,177,065
  Adjustments to reconcile net income to net cash provided (used) by
      operations:
    Provision for loan and real estate losses                                           343,592            141,053
    Net loan costs deferred                                                           (553,962)          (316,741)
    Amortization (including mortgage servicing rights)                                2,621,475          4,046,589
    Depreciation                                                                      1,259,564          1,248,190
    Gains on sales of loans and other investments                                     (795,585)        (5,630,878)
    Increase in accrued interest receivable                                         (2,408,332)        (1,547,031)
    Increase in accrued interest payable                                                513,217             86,150
    Increase (decrease) in current and deferred income taxes                           (29,314)          2,980,298
    Other accruals and prepaids, net                                                   (37,169)            666,372
-------------------------------------------------------------------------------------------------------------------
      Net cash provided by operations before loan originations and sales             11,841,244         12,851,067
  Loans originated for sale                                                        (46,766,627)      (217,326,668)
  Sales of loans originated for sale                                                 45,894,804        249,258,136
-------------------------------------------------------------------------------------------------------------------
      Net cash provided by operations                                                10,969,421         44,782,535
-------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Decrease in interest-bearing deposits with banks                                   12,621,200         86,688,005
  Purchases of investment securities                                                          -          (941,254)
  Maturities of investment securities                                                   100,000                  -
  Purchases of mortgage-backed and related securities available for sale                      -      (109,817,038)
  Purchases of mortgage-backed and related securities held for investment                     -       (51,163,258)
  Principal payments on mortgage-backed and related securities available for
    sale                                                                             24,366,500         51,294,971
  Principal payments on mortgage-backed and related securities held for
    investment                                                                       14,348,356         31,061,775
  Loans originated for investment                                                 (376,684,411)      (282,307,191)
  Loans purchased for investment                                                   (16,125,836)       (87,653,795)
  Loan principal repayments                                                         170,366,591        207,236,532
  Sales of loans originated for investment                                            3,537,181         21,525,995
  Sales of real estate                                                                  893,346          1,084,545
  Additions to office properties and equipment                                      (2,192,025)          (844,547)
  Purchases of mortgage servicing rights                                            (1,865,307)                  -
  Other, net                                                                        (1,850,689)        (1,433,985)
-------------------------------------------------------------------------------------------------------------------
    Net cash used by investing activities                                         (172,485,094)      (135,269,245)
-------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
  Net increase (decrease) in deposit liabilities                                    149,447,552       (14,415,736)
  Long-term advances from Federal Home Loan Bank                                    100,000,000         42,000,000
  Repayment of long-term Federal Home Loan Bank advances                           (20,250,000)        (4,915,000)
  Net increase (decrease) in short-term Federal Home Loan Bank borrowings         (155,448,000)         49,026,000
  Net increase in securities sold under agreements to repurchase                     75,000,000                  -
  Increase in other borrowings                                                        2,051,066          4,246,356
  Increase in advance payments by borrowers for taxes and insurance                   3,493,142          4,026,699
  Proceeds from sale of common stock                                                     28,127          3,290,459
  Purchase of treasury stock                                                        (1,708,663)        (7,965,655)
  Dividends paid                                                                    (3,665,437)        (2,902,687)
  Other, net                                                                          1,407,648          2,527,991
-------------------------------------------------------------------------------------------------------------------
    Net cash provided by financing activities                                       150,355,435         74,918,427
-------------------------------------------------------------------------------------------------------------------
Net decrease in cash and due from banks                                            (11,160,238)       (15,568,283)
Cash and due from banks at beginning of period                                       65,566,021         43,642,705
-------------------------------------------------------------------------------------------------------------------
    Cash and due from banks at end of period                                        $54,405,783        $28,074,422
-------------------------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information:
  Interest and dividends received on loans and investments                          $73,909,867        $60,766,162
  Interest paid on deposits and borrowings                                           46,067,599         36,539,401
  Income taxes paid                                                                   6,031,948          3,041,000
-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       8

<PAGE>   10


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1--PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts and balances
of First Federal Capital Corp (the "Corporation"), First Federal Savings Bank La
Crosse-Madison (the "Bank"), and the Bank's wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation.


NOTE 2--BASIS OF PRESENTATION

         The accompanying interim consolidated financial statements are
unaudited and do not include information or footnotes necessary for a complete
presentation of financial condition, results of operations, or cash flows in
accordance with generally accepted accounting principles ("GAAP"). However, in
the opinion of management, all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the consolidated financial
statements have been included. Operating results for the three and six month
periods ended June 30, 2000, may not necessarily be indicative of the results
that may be expected for the entire year ending December 31, 2000.

         Certain 1999 balances have been reclassified to conform to the 2000
presentation.

NOTE 3--EARNINGS PER SHARE

         Basic and diluted earnings per share data are based on the
weighted-average number of common shares outstanding during the period. Diluted
earnings per share are further adjusted for potential common shares that were
dilutive and outstanding during the period. Potential common shares generally
consist of stock options outstanding under the Corporation's stock incentive
plans. The dilutive effect of potential common shares is computed using the
treasury stock method. All stock options are assumed to be 100% vested for
purposes of the earnings per share computations. The computation of earnings per
share for the three and six month periods ended June 30, 2000, and June 30,
1999, is as follows:

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED JUNE 30
                                                --------------------------------------------------------------------
                                                                 2000                               1999
                                                ---------------------------------  ---------------------------------
                                                          BASIC          DILUTED              BASIC         DILUTED
--------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>                <C>             <C>
Net income                                           $5,665,369       $5,665,369         $6,166,083      $6,166,083
--------------------------------------------------------------------------------------------------------------------
Average common shares issued, net
  of actual treasury shares                          18,289,157       18,289,157         18,259,796      18,259,796
Common stock equivalents based on
  the treasury stock method                                   -          168,361                  -         842,511
--------------------------------------------------------------------------------------------------------------------
Average common shares and
  common stock equivalents                           18,289,157       18,457,518         18,259,796      19,102,307
--------------------------------------------------------------------------------------------------------------------
Earnings per share                                        $0.31            $0.30              $0.34           $0.32
--------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                         SIX MONTHS ENDED JUNE 30
                                                --------------------------------------------------------------------
                                                                 2000                               1999
                                                ---------------------------------  ---------------------------------
                                                          BASIC          DILUTED              BASIC         DILUTED
--------------------------------------------------------------------------------------------------------------------
Net income                                          $10,927,758      $10,927,758        $11,177,065     $11,177,065
--------------------------------------------------------------------------------------------------------------------
Average common shares issued, net
  of actual treasury shares                          18,309,571       18,309,571         18,258,208      18,258,208
Common stock equivalents based on
  the treasury stock method                                   -          180,028                  -         897,208
--------------------------------------------------------------------------------------------------------------------
Average common shares and
  common stock equivalents                           18,309,571       18,489,600         18,258,208      19,155,416
--------------------------------------------------------------------------------------------------------------------
Earnings per share                                        $0.60            $0.59              $0.61           $0.58
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       9


<PAGE>   11


NOTE 4--CONTINGENCIES

         The Corporation and its subsidiaries are engaged in various routine
legal proceedings occurring in the ordinary course of business, which considered
together are believed by management to be immaterial to the consolidated
financial condition of the Corporation.


NOTE 5--SEGMENT INFORMATION

         DIVISIONS AND PROFIT CENTERS The Corporation has five operating
divisions: (i) residential lending, (ii) commercial real estate lending, (iii)
retail banking, (iv) finance and administration, and (v) human resources. Each
division is headed by an executive officer that reports directly to the
president of the Corporation. The first three divisions contain all but one of
the Corporation's profit centers for segment reporting purposes. The remaining
two divisions are considered support departments for segment reporting purposes,
although the finance and administration division also provides the primary
support for the Corporation's remaining profit center--the investment and
mortgage-related securities portfolio.

         Residential lending is divided into two profit centers for segment
reporting purposes: (i) a mortgage banking profit center that is responsible for
loan origination, sales of loans in the secondary market, and servicing of
residential loans, and (ii) a residential loan portfolio that consists of loans
held by the Corporation for investment purposes (loans held for sale are
included in the mortgage banking profit center). Commercial real estate lending
is a single profit center for segment reporting purposes. It consists of the
Corporation's portfolio of multi-family and non-residential mortgage loans
(together "commercial real estate loans"), as well as functions related to the
origination and servicing of such loans. Retail banking is divided into two
profit centers for segment reporting purposes: (i) a consumer lending portfolio,
which consists of the Corporation's second mortgage, automobile, and other
consumer installment loans, as well as functions related to the origination and
servicing of such loans and (ii) an education loan portfolio, which also
includes functions related to the origination and servicing of the loans. The
Corporation's retail branch network, which delivers checking, savings,
certificates of deposit and other financial products and services to customers,
is also part of retail banking, but is considered a support department for
segment reporting purposes. The net costs of this network are referred to as
"net costs to acquire and maintain deposit liabilities" and are allocated
proportionately to each segment according its use of deposit liabilities as a
funding source. This cost is reported as an adjustment of each segment's net
interest income. Finally, the Corporation's investment and mortgage-related
securities portfolio is considered a profit center for segment reporting
purposes. Personnel in finance and administration support this profit center, as
previously described.

         MEASUREMENT OF SEGMENT PROFIT (LOSS) Management evaluates the after-tax
performance of the Corporation's profit centers as if each center were a
separate entity--each with its own earning assets, actual and/or allocated
non-earning assets, and allocated funding resources. Each profit center has its
own interest income, non-interest income, and non-interest expense as captured
by the Corporation's accounting systems. Interest expense is allocated to each
profit center according to its use of the Corporation's funding sources, which
consist primarily of deposit liabilities, FHLB advances, other borrowings, and
equity. In general, all funding sources are allocated proportionately to each
profit center. However, in certain instances specific liabilities may be matched
against specific assets of profit centers.

         For segment reporting purposes, management makes certain non-GAAP
adjustments and reclassifications to the results of operations and financial
condition of the Corporation that, in management's judgement, more fairly
reflect the performance and/or financial condition of certain of the
Corporation's profit centers.

         SEGMENT PROFIT (LOSS) STATEMENTS AND OTHER INFORMATION The following
table summarizes the profit (loss) and average assets of each of the
Corporation's reportable segments for the three and six month periods ended June
30, 2000 and 1999. In addition to the after-tax performance of profit centers,
management of the Corporation closely monitors the net cost to acquire and
maintain deposit liabilities, which consists principally of the net costs to
operate the Corporation's retail branch network, as previously described. The
net cost to acquire and maintain deposit liabilities was 1.14% and 1.06% of
average deposit liabilities outstanding during the three months ended

                                       10

<PAGE>   12

June 30, 2000 and 1999, respectively. The net cost for the six month periods
ending as of the same dates was 1.16% and 1.19%, respectively.

<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED JUNE 30
                                                   -----------------------------------------------------------------
                                                                2000                              1999
                                                   -------------------------------   -------------------------------
PROFIT CENTER                                        PROFIT (LOSS) AVERAGE ASSETS     PROFIT (LOSS)  AVERAGE ASSETS
--------------------------------------------------------------------------------------------------------------------
<S>                                                <C>             <C>               <C>             <C>
Mortgage banking                                        $1,249,171    $41,108,438        $1,211,693     $77,122,198
Residential loans                                        1,747,599    799,796,270         1,500,562     546,265,691
Commercial real estate lending                           1,200,412    447,541,473         1,239,620     362,807,863
Consumer lending                                           882,591    316,890,583           814,084     247,069,136
Education lending                                        1,046,741    207,368,442           745,345     191,830,340
Investment and mortgage-related securities                 849,733    375,032,417         1,115,741     424,508,259
Other segments                                           (168,392)        300,874         (118,176)         377,442
Non-GAAP adjustments                                   (1,142,486)   (12,514,152)         (342,786)     (8,030,529)
--------------------------------------------------------------------------------------------------------------------
  Net income/total average assets                       $5,665,369 $2,175,524,345        $6,166,083  $1,841,950,400
--------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                       SIX MONTHS ENDED JUNE 30
                                                   -----------------------------------------------------------------
                                                                2000                              1999
                                                   -------------------------------   -------------------------------
PROFIT CENTER                                        PROFIT (LOSS) AVERAGE ASSETS     PROFIT (LOSS)  AVERAGE ASSETS
--------------------------------------------------------------------------------------------------------------------
<S>                                                <C>             <C>                <C>            <C>
Mortgage banking                                        $1,584,458    $41,259,769        $1,848,697     $80,712,629
Residential loans                                        3,519,181    771,608,145         2,552,775     512,921,161
Commercial real estate lending                           2,460,477    436,678,897         2,298,617     357,369,704
Consumer lending                                         1,758,705    304,009,199         1,426,323     242,844,650
Education lending                                        1,834,175    208,105,514         1,322,390     194,071,119
Investment and mortgage-related securities               1,882,191    386,595,941         1,882,371     437,579,753
Other segments                                           (338,003)        299,207         (220,820)         321,966
Non-GAAP adjustments                                   (1,773,426)   (12,241,269)            66,712     (7,404,432)
--------------------------------------------------------------------------------------------------------------------
  Net income/total average assets                      $10,927,758 $2,136,315,401       $11,177,065  $1,818,416,550
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       11


<PAGE>   13


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


FORWARD-LOOKING STATEMENTS

         The discussion in this report includes certain forward-looking
statements based on current management's expectations. Examples of factors which
could cause future results to differ from management's expectations include, but
are not limited to, the following: general economic and competitive conditions;
legislative and regulatory initiatives; monetary and fiscal policies of the
federal government; general market rates of interest; interest rates on
competing investments; interest rates on funding sources; consumer demand for
deposit and loan products and services; consumer demand for other financial
services; changes in accounting policies or guidelines; and changes in the
quality or composition of the Corporation's loan and investment portfolios.
Readers are cautioned that forward-looking statements are not guarantees of
future performance and that actual results may differ materially from
management's current expectations.

RESULTS OF OPERATIONS

         QUARTER OVERVIEW The Corporation's net income for the three months
ended June 30, 2000, was $5.7 million or $0.30 per diluted share compared to
$6.2 million and $0.32 in the same period last year. These amounts represented a
return on average assets of 1.04% and 1.34%, respectively, and a return on
average equity of 17.05% and 20.04%, respectively.

         The decrease in net income from 1999 to 2000 was primarily attributable
to a $1.5 million decrease in gain on sales of loans and a $1.4 million increase
in non-interest expense. These developments were partially offset by a $1.5
million increase in net interest income and a $454,000 increase in retail
banking fees, as well as modest improvements in all other sources of
non-interest income. Also contributing was a $296,000 decline in income tax
expense, due to lower pre-tax earnings.

         The Corporation's earnings in the second quarter of 1999 reflect
unusual circumstances that were the result of a generally rising interest rate
environment after the first quarter of 1999. The Corporation's gain on sales of
loans in the second quarter of 1999 benefited from the lag effects of a
historically low interest rate environment during the last few months of 1998
and the first few months of 1999. That is, a relatively large number of mortgage
loans originated and committed for sale in that timeframe were finally sold in
the second quarter of 1999. However, because market interest rates generally
increased after the first few months of 1999, unfavorable adjustments to the
value of the Corporation's mortgage servicing rights were not required in the
second quarter of the year. As such, there were no valuation losses on mortgage
servicing rights in that period to offset a relatively large gain on sales of
mortgage loans, as is generally the Corporation's experience in periods of lower
interest rates. Because of these circumstances, the Corporation posted record
earnings in the second quarter of 1999. Excluding gain on sales of loans from
both three month periods would have resulted in "core earnings" of approximately
$5.3 million and $4.9 million in 2000 and 1999, respectively. These core
earnings figures would have equated to per share amounts of $0.28 and $0.26 in
such periods, respectively.

         SIX MONTH OVERVIEW The Corporation's net income for the six months
ended June 30, 2000, was $10.9 million or $0.59 per diluted share compared to
$11.2 million and $0.58 in the same period last year. These amounts represented
a return on average assets of 1.02% and 1.23%, respectively, and a return on
average equity of 16.56% and 18.31%, respectively.

         The decrease in net income from 1999 to 2000 was primarily attributable
to a $4.8 million decrease in gain on sales of loans and a $1.9 million increase
in non-interest expense. These developments were substantially offset by a $4.0
million increase in net interest income, a $1.4 million increase in retail
banking fees, and a $1.0 million increase in loan servicing fees.

         The following paragraphs discuss the aforementioned changes in more
detail along with other changes in the components of net income during the three
and six month periods ended June 30, 2000 and 1999.


                                       12

<PAGE>   14

         NET INTEREST INCOME Net interest income increased by $1.5 million or
11.4% and $4.0 million or 15.8% during the three and six month periods ended
June 30, 2000, respectively, as compared to the same periods in the previous
year. Net interest income was favorably impacted in both periods by a
substantial increase in the amount of average interest-earning assets
outstanding. Average earning assets increased by $325.0 million or 18.8% during
the three months ended June 30, 2000, and by $309.8 million or 18.1% during the
six months ended June 30, 2000, as compared to the same periods in 1999. The
principal source of this growth was in the Corporation's single-family mortgage
loan portfolio. As a result of rising interest rates, customer demand for
adjustable-rate mortgage loans increased dramatically in the latter half of
1999. Such demand has also continued into the year 2000. Because of this, almost
75% of the Corporation's single-family mortgage loan production in 2000 has
consisted of adjustable-rate loans, which the Corporation generally retains in
its portfolio of loans held for investment. Also contributing to growth in the
Corporation's earning assets in 2000 were continued increases in the commercial
real estate and consumer loan portfolios. Growth in average earning assets was
largely funded by increases in FHLB advances, securities sold under agreements
to repurchase, and overnight purchases of federal funds. Also contributing was
an increase in the Corporation's deposit liabilities, especially in the most
recent quarter. Refer to "Financial Condition" for additional discussion.

         The Corporation's interest rate spread decreased during both the three
and six month periods ended June 30, 2000, as compared to the same periods in
the previous year. Since early 1999, market interest rates have risen
substantially, lead by short-term rates, which have increased by almost 200
basis points since the beginning of 1999. Although this environment has resulted
in an increase in the average yield on the Corporation's earning assets, the
Corporation's interest-bearing liabilities tend to reprice more quickly than its
earning assets, which has resulted in a decline in the Corporation's average
interest rate spread in 2000. The Corporation's average interest spread was
2.64% and 2.54% during the three and six month periods ended June 30, 1999,
respectively. This compares to 2.44% and 2.49% during the same periods in 2000,
respectively. Continued increases in market interest rates, if any, could have
additional adverse effects on the Corporation's interest rate spread in future
periods. In addition, a flatter yield curve environment, such as that which has
developed more recently, could also have an adverse impact on the Corporation's
interest rate spread, given the propensity of the Corporation's assets to
reprice off a longer end of the yield curve than its liabilities. Refer to Item
3, "Quantitative and Qualitative Disclosures about Market Risk" for additional
discussion.

         The following tables set forth information regarding the average
balances of the Corporation's assets, liabilities, and equity, as well as the
interest earned or paid and the average yield or cost of each. The information
is based on daily average balances during the three and six month periods ended
June 30, 2000 and 1999.


                                       13

<PAGE>   15



<TABLE>
<CAPTION>

Dollars in thousands                      THREE MONTHS ENDED JUNE 30, 2000         THREE MONTHS ENDED JUNE 30, 1999
--------------------------------------------------------------------------------------------------------------------
                                          AVERAGE                   YIELD/         AVERAGE                   YIELD/
                                          BALANCE    INTEREST         COST         BALANCE     INTEREST        COST
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>          <C>            <C>          <C>           <C>           <C>
Interest-earning assets:
  Single-family mortgage loans           $777,986     $14,177        7.29%        $561,192       $9,933       7.08%
  Commercial real estate loans            424,225       8,402         7.92         343,805        6,816        7.93
  Consumer loans                          296,991       6,261         8.43         231,076        4,794        8.30
  Education loans                         197,346       4,295         8.71         182,915        3,530        7.72
--------------------------------------------------------------------------------------------------------------------
    Total loans                         1,696,548      33,135         7.81       1,318,988       25,073        7.60
Mortgage-backed and related
  securities                              327,521       5,548         6.78         379,797        6,069        6.39
Investment securities                         780          10         5.00           1,039           11        4.12
Interest-bearing deposits with banks        7,667         111         5.79          18,348          210        4.58
Other earning assets                       24,148         435         7.21          13,462          218        6.48
--------------------------------------------------------------------------------------------------------------------
    Total interest-earning assets       2,056,665      39,239         7.63       1,731,634       31,581        7.29
Non-interest-earning assets:
  Office properties and equipment          25,168                                   24,971
  Other assets                             93,691                                   85,345
--------------------------------------------------------------------------------------------------------------------
    Total assets                       $2,175,524                               $1,841,950
--------------------------------------------------------------------------------------------------------------------
Interest-bearing liabilities:
  Regular savings accounts               $112,740        $417        1.48%        $112,165         $416       1.48%
  Checking accounts                        75,584         136         0.72          70,525          129        0.73
  Money market accounts                   162,417       1,618         3.98         180,327        1,664        3.69
  Certificates of deposit               1,038,728      15,143         5.83         930,901       12,488        5.37
--------------------------------------------------------------------------------------------------------------------
    Total interest-bearing deposits     1,389,469      17,314         4.98       1,293,918       14,697        4.54
FHLB advances                             379,113       5,457         5.76         253,217        3,277        5.18
Other borrowings                           97,933       1,469         6.00          11,608          148        5.10
--------------------------------------------------------------------------------------------------------------------
    Total interest-bearing
      liabilities                       1,866,515      24,240         5.19       1,558,743       18,122        4.65
Non-interest-bearing liabilities:
  Non-interest-bearing deposits           158,881                                  142,082
  Other liabilities                        17,201                                   18,040
--------------------------------------------------------------------------------------------------------------------
    Total liabilities                   2,042,597                                1,718,865
    Stockholders' equity                  132,927                                  123,085
--------------------------------------------------------------------------------------------------------------------
    Total liabilities and
      stockholders' equity             $2,175,524                               $1,841,950
--------------------------------------------------------------------------------------------------------------------
Net interest income                                   $14,999                                   $13,458
--------------------------------------------------------------------------------------------------------------------
Interest rate spread                                                 2.44%                                    2.64%
--------------------------------------------------------------------------------------------------------------------
Net interest income as a percent of
  average earning assets                                             2.92%                                    3.11%
--------------------------------------------------------------------------------------------------------------------
Average interest-earning assets to
  average interest-bearing liabilities                             110.19%                                  111.09%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       14


<PAGE>   16

<TABLE>
<CAPTION>


Dollars in thousands                         SIX MONTHS ENDED JUNE 30, 2000        SIX MONTHS ENDED JUNE 30, 1999
--------------------------------------------------------------------------------------------------------------------
                                          AVERAGE                   YIELD/         AVERAGE                   YIELD/
                                          BALANCE    INTEREST         COST         BALANCE     INTEREST        COST
--------------------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>            <C>           <C>          <C>           <C>
Interest-earning assets:
  Single-family mortgage loans            750,534      27,165        7.24%        $533,008      $18,904       7.09%
  Commercial real estate loans            413,824      16,330         7.89         338,623       13,552        8.00
  Consumer loans                          284,777      11,936         8.38         227,053        9,413        8.29
  Education loans                         198,163       8,359         8.44         185,117        7,120        7.69
--------------------------------------------------------------------------------------------------------------------
    Total loans                         1,647,298      63,791         7.74       1,283,801       48,989        7.63
Mortgage-backed and related securities    336,767      11,396         6.77         361,762       11,745        6.49
Investment securities                         818          21         5.06           1,023           22        4.39
Interest-bearing deposits with banks       10,158         264         5.21          49,589        1,146        4.62
Other earning assets                       23,904         846         7.08          12,974          411        6.34
--------------------------------------------------------------------------------------------------------------------
    Total interest-earning assets       2,018,945      76,318         7.56       1,709,149       62,313        7.29
Non-interest-earning assets:
  Office properties and equipment          24,972                                   25,030
  Other assets                             92,398                                   84,238
--------------------------------------------------------------------------------------------------------------------
    Total assets                       $2,136,315                               $1,818,417
--------------------------------------------------------------------------------------------------------------------
Interest-bearing liabilities:
  Regular savings accounts               $110,364        $815        1.48%        $109,022         $920       1.69%
  Checking accounts                        74,429         272         0.73          69,155          292        0.84
  Money market accounts                   166,967       3,246         3.89         175,966        3,307        3.76
  Certificates of deposit               1,013,157      28,636         5.65         943,124       25,853        5.48
--------------------------------------------------------------------------------------------------------------------
    Total deposits                      1,364,917      32,969         4.83       1,297,267       30,372        4.68
FHLB advances                             395,722      11,290         5.71         234,189        6,033        5.15
Other borrowings                           77,018       2,322         6.03           9,111          220        4.83
--------------------------------------------------------------------------------------------------------------------
    Total interest-bearing
      liabilities                       1,837,657      46,581         5.07       1,540,568       36,626        4.75
Non-interest-bearing liabilities:
  Non-interest-bearing deposits           150,119                                  137,198
  Other liabilities                        16,597                                   18,561
--------------------------------------------------------------------------------------------------------------------
    Total liabilities                   2,004,373                                1,696,327
Stockholders' equity                      131,942                                  122,090
--------------------------------------------------------------------------------------------------------------------
    Total liabilities and
      stockholders' equity             $2,136,315                               $1,818,417
--------------------------------------------------------------------------------------------------------------------
Net interest income                                   $29,737                                   $25,688
--------------------------------------------------------------------------------------------------------------------
Interest rate spread                                                 2.49%                                    2.54%
--------------------------------------------------------------------------------------------------------------------
Net interest income as a percent of
  average earning assets                                             2.95%                                    3.01%
--------------------------------------------------------------------------------------------------------------------
Average interest-earning assets to
  average interest-bearing liabilities                             109.87%                                  110.94%
--------------------------------------------------------------------------------------------------------------------
</TABLE>


         PROVISION FOR LOAN LOSSES In general, provisions for loan losses
recorded during the three and six month periods ended June 30, 2000 and 1999,
approximated the Corporation's actual net charge-off activity during such
periods. On an annualized basis, net charge-offs were 0.03% of average loans
outstanding during the first six months of both 1999 and 2000. Management of the
Corporation expects the provision for loan losses for the remainder of 2000 to
be modest and to approximate actual charge-off activity, although there can be
no assurances.

         As of June 30, 2000 and December 31, 1999, the Corporation's allowance
for loan losses was $7.7 million and $7.6 million, respectively, or 0.44% and
0.50% of loans held for investment, respectively. Although management believes
that the Corporation's present level of allowance for loan losses is adequate,
there can be no assurance that future adjustments to the allowance will not be
necessary, which could adversely affect the Corporation's results of operations.
For additional discussion, refer to "Financial Condition--Non-Performing
Assets".

         NON-INTEREST INCOME Non-interest income for the three months ended June
30, 2000 and 1999, was $8.5 million and $9.4 million, respectively. The
following paragraphs discuss the principal components of non-interest income and
the primary reasons for their changes from 1999 to 2000.


                                       15

<PAGE>   17

         Retail banking fees and service charges increased by $454,000 or 8.9%
during the three months ended June 30, 2000, as compared to the same period in
the previous year. Most of this improvement can be attributed to 9.2% in
annualized growth in the number of checking accounts serviced by the Corporation
since December 31, 1998. Also contributing, however, was an increase in the
per-item charge for overdrafts on checking accounts that was instituted in the
second quarter of 1999.

         Premiums and commissions on annuity and insurance sales increased by
$60,000 or 10.1% during the three months ended June 30, 2000, as compared to the
same period in the previous year. The Corporation's current sources of premium
and commission revenues are from sales of tax-deferred annuity contracts, life
and disability insurance policies on consumer loans, and mortgage insurance
policies on residential loans. The increase was principally the result of a
$50,000 or 14.9% increase in commissions from the sales of tax-deferred
annuities and a $33,000 or 17.4% increase in premiums and commissions from sales
of life and disability insurance policies. These developments were partially
offset by a $23,000 or approximately 35% decline in commissions from sales of
mortgage insurance policies, due to reduced originations of residential mortgage
loans.

         Gain on sales of mortgage loans declined by $1.5 million from $2.0
million during the three months ended June 30, 1999, to $506,000 during the same
period in 2000. This decline was primarily attributable to a $74.5 million or
over 70% decrease in the Corporation's mortgage loan sales. This decrease was
caused by a substantially higher interest rate environment in 2000 as compared
to 1999, which has significantly reduced the Corporation's fixed-rate
residential mortgage loan production in recent periods.

         Non-interest income for the six months ended June 30, 2000 and 1999,
was $16.0 million and $18.5 million, respectively. Most of the decrease in 2000
was the result of a $4.8 million dollar decline in gain on sale of loans from
$5.6 million in 1999 to $796,000 in 2000. This development was offset in part by
a $1.4 million or 14.6% increase in retail banking fees and a $1.0 million or
over 100% increase in loan servicing fees. Reasons for the changes in gain on
sale of loans and retail banking fees are substantially the same as those given
in the preceding paragraphs for the three month periods. The improvement in loan
servicing fees over past year was the result of higher interest rates, which
reduced the impact of loan prepayments on the Corporation's mortgage servicing
rights. During the first quarter of 1999, the Corporation recorded $1.0 million
in losses on its mortgage servicing rights over-and-above that which management
considered to be normal periodic amortization. This compared to no such losses
in 2000.

         NON-INTEREST EXPENSE Non-interest expense for the three months ended
June 30, 2000 and 1999, was $14.6 million and $13.2 million, respectively, which
was 2.67% and 2.88% of average assets during such periods, respectively. The
following paragraphs discuss the principal components of non-interest expense
and the primary reasons for their changes from 1999 to 2000.

         Compensation and employee benefits increased by $1.4 million or 18.8%
during the three months ended June 30, 2000, as compared to the same period in
the previous year. A large portion of this increase was the result of a $700,000
or over 150% increase in costs related to employee healthcare claims. The
Corporation is "self-insured" with respect to such costs, but has purchased
"stop-loss" insurance coverage at both the employee-group and individual
employee levels. This insurance coverage limits the Corporation's exposure to
catastrophic levels of healthcare claims. During the most recent quarter, the
Corporation experienced an abnormally high dollar amount of healthcare claims by
its employees. Although there can be no assurances, management expects
healthcare claims to moderate in the immediate future. Assuming historical claim
trends, the Corporation's employee-group stop-loss insurance coverage may be
triggered later in the year, which may reduce the Corporation's healthcare costs
in the third or fourth quarter of 2000. However, as previously stated, there can
be no assurances.

         Also contributing to the increase in compensation expense were normal
annual merit increases and general growth in the number of banking facilities
operated by the Corporation. Since December 31, 1998, the Corporation has opened
six retail banking facilities and is in the process of opening three more in the
immediate future. In addition to these facilities, the Corporation intends to
open another three or four retail banking facilities during the remainder of
2000, although there can be no assurances. As of June 30, 2000, the Corporation
had 852 full-time equivalent employees. This compares to 831 and 822 as of
December 31, 1999, and June 30, 1999, respectively.


                                       16

<PAGE>   18

         Occupancy and equipment expenses increased by $222,000 or 12.4% during
the three months ended June 30, 2000, as compared to the same period in the
previous year. In addition, communications, postage, and office supplies expense
increased by $41,000 or 4.3% over the same period. These increases were
primarily attributable to general growth in the number of banking facilities
operated by the Corporation, as well as increases in the number of full-time
equivalent employees and in the number of customers served by the Corporation.

         ATM and debit card transaction costs increased by $28,000 or 4.0%
during the three months ended June 30, 2000, as compared to the same period in
the previous year. This increase corresponds to an increase in the number of
checking accounts serviced by the Corporation, as previously described, as well
as an increase in the number of ATMs operated by the Corporation.

         Other non-interest expense decreased by $323,000 or approximately 23%
during the three months ended June 30, 2000, as compared to the same period in
the previous year. This decrease was due in part to the fact that the second
quarter of 1999 included a payment of $152,000 in sales and use taxes to the
State of Wisconsin for prior years. Also contributing to the decrease, however,
was a $134,000 or over 60% decline in deposit insurance premiums paid to the
Federal Deposit Insurance Corporation ("FDIC") in 2000 as compared to 1999. This
decline was caused by a decrease in the amount thrift institutions are charged
for their share of the bond obligation of a government agency known as the
Finance Corporation ("FICO"). Finally, in 2000 the Corporation has experienced
lower costs associated with the servicing of loans for the Federal National
Mortgage Association ("FNMA"). Under the terms of its servicing agreement with
FNMA, the Corporation is required to forward a full month's interest when
certain loans payoff early, regardless of the actual date the loan pays off. A
higher interest rate environment and lower prepayment activity since the first
few months of 1999 has resulted in lower payments of such amounts to FNMA.

         Non-interest expense for the six months ended June 30, 2000 and 1999,
was $28.5 million and $26.6 million, respectively, which was 2.66% and 2.94% of
average assets during such periods, respectively. This increase was primarily
the result of a $2.2 million or 14.6% increase in compensation and employee
benefits, as well as smaller increases in the Corporation's other non-interest
expense categories, except for other expenses, which declined by $688,000 or
almost 25%. The explanations for these changes are substantially the same as
those given in previous paragraphs for the three month periods.

         INCOME TAX EXPENSE Income tax expense for the three months ended June
30, 2000 and 1999, was $3.1 million and $3.4 million, respectively, or 35.5% and
35.7% of pretax income, respectively. Income tax expense for the six months
ended June 30, 2000 and 1999, was $6.0 million and $6.1 million, respectively,
or 35.5% and 35.4% of pretax income, respectively.

         SEGMENT INFORMATION The following paragraphs contain a discussion of
the financial performance of each of the Corporation's reportable segments
(hereafter referred to as "profit centers") for the three and six month periods
ended June 30, 2000 and 1999. Refer to the table in Note 5 of the Corporation's
Unaudited Consolidated Financial Statements, included herein under Part I, Item
I, "Financial Statements", for a summary of the after-tax profit (loss) of each
of the Corporation's profit centers.

                  MORTGAGE BANKING Profits from the Corporation's mortgage
banking activities during the most recent quarter were comparable to the results
obtained in the same period of the previous year. On a year-to-date basis,
however, profits declined by $264,000 or 14.3%. Loan origination volumes and
mortgage servicing fees are the principal drivers of performance in this profit
center. A higher interest rate environment in 2000 has resulted in a significant
decrease in originations of single-family residential loans. In the first six
months of 2000, the Corporation's mortgage banking operation originated $253.0
million in single-family residential loans compared to $364.6 million during the
same period in 1999. The unfavorable impact of reduced originations was offset
somewhat by increased earnings from the profit center's mortgage servicing
activities, as described more fully in "Non-Interest Income", above.


                                       17

<PAGE>   19

                  RESIDENTIAL LOANS Profits from the Corporation's residential
loan portfolio increased by $247,000 or 16.5% and $966,000 or 37.9% during the
three and six month periods ended June 30, 2000, respectively, as compared to
the same periods in the previous year. In 2000, the performance of this profit
center was favorably impacted by a significant increase in its average assets,
which was chiefly the result of a higher interest rate environment. Such
environments tend to increase customer preference for adjustable-rate mortgage
loans, which the Corporation generally retains in its portfolio. In addition,
higher interest rate environments tend to discourage loan prepayment activity on
the part of existing borrowers. The improvement caused by increased volume was
offset in part by a narrower interest rate margin on the portfolio. This
development was caused by the same interest rate environment, which resulted in
a larger increase in the portfolio's cost of funds than it did in its gross
yield. Refer to "Net Interest Income", above, for additional information.

                  COMMERCIAL REAL ESTATE LENDING Profits from commercial real
estate lending decreased by $39,000 or 3.2% during the three months ended June
30, 2000, as compared to the same period in the previous year. In a year-to-date
comparison, however, profits were up $162,000 or 7.0% in 2000 compared to 1999.
In 2000, commercial real estate lending has benefited from a substantial
increase in its average assets, which increased by $79.3 million or 22.2% during
the six months ended June 30, 2000, as compared to the same period in 1999. In
the most recent quarter, however, the improvement caused by increased volume was
entirely offset by a narrower interest rate margin in the profit center. This
development was caused by a higher interest rate environment, which resulted in
a large increase in the profit center's cost of funds. In contrast, the gross
yield on the commercial real estate loan portfolio has not increased in 2000 due
to competitive pressures that have prevented the yield from increasing along
with other interest rate measures. Refer to "Net Interest Income" for additional
information.

                  CONSUMER LENDING Profits from the Corporation's consumer
lending activities increased by $69,000 or 8.4% and $332,000 or 23.3% during the
three and six month periods ended June 30, 2000, respectively, as compared to
the same periods in the previous year. These improvements were principally the
result of a substantial increase in the profit center's average assets, which
increased by $61.2 million or 25.2% during the six months ended June 30, 2000,
as compared to the same period in 1999. The improvement caused by increased
volume was partially offset in the second quarter by a narrower interest rate
margin in the profit center. This development was caused by a higher interest
rate environment, which resulted in a larger increase in the profit center's
cost of funds than it did in the gross yield on its assets. Refer to "Net
Interest Income" for additional information.

                  EDUCATION LENDING Profits from education lending increased by
$301,000 or over 40% and $512,000 or almost 40% during the three and six month
periods ended June 30, 2000, respectively, as compared to the same periods in
the previous year. In 2000, education loans have benefited from a higher
interest rate environment, which increased the gross yield on such loans by 75
basis points during the first six months of 2000 as compared to the same period
in 1999 (refer to "Net Interest Income" for additional information). In
addition, the net interest margin of this profit center was assisted by a stable
cost of funds, which did not increase in 2000 for this profit center despite
higher interest rates. During 2000, the Corporation modified the funding source
assumptions for this profit center, allocating to it a larger portion of lower
cost deposits, such as money market savings, than had been allocated to it in
the past. The impact of this change balanced the impact of higher interest rates
on the profit center's overall cost of funds. Finally, average assets associated
with education loans increased by $15.5 million or 8.1% during the three months
ended June 30, 2000, as compared to the same period in 1999. For the six month
period, average assets increased by $14.0 million or 7.2% in 2000 compared to
the previous year.

                  INVESTMENT AND MORTGAGE-RELATED SECURITIES Profits from the
Corporation's investment securities portfolio declined by $266,000 or 24.1%
during the three months ended June 30, 2000, as compared to the same period in
the previous year. On a year-to-date basis, however, profits were essentially
unchanged between the six month periods. In 2000, the results of this profit
center have been significantly impacted by a decline in the average assets
associated with the profit center. Average assets for the three and six months
ended June 30, 2000, declined by $49.5 million or 11.7% and $51.0 million or
11.7%, respectively, compared to the same periods in the previous year. Also
contributing to the decline in profits in the most recent quarter was a decrease
in the net interest margin on the portfolio. This development was principally
caused by higher interest rates, which resulted in a larger increase in the
portfolio's cost of funds than it did in its gross yield (refer to "Net Interest
Income" for additional

                                       18

<PAGE>   20

information). On a year-to-date basis, the impact of lower asset volumes and
reduced net interest margin was offset by the fact that the profit center held
substantially lower levels of overnight investments in 2000 than it did in the
previous year. Yields on overnight investments are typically lower than that
earned on longer-term investments. In addition, such yields are often less than
the average cost of the funding sources allocated to the profit center. The
Corporation's holdings of overnight investments were higher in the first quarter
of 1999 because of the temporary investment of proceeds from loan sales.

                  OTHER SEGMENTS Other segments consist primarily of the
Corporation's holding company, as well as two of the Bank's wholly-owned
subsidiaries. The increased loss from this segment was principally the result of
increased interest expense in the holding company. This increase was the result
of a higher level of borrowings, the proceeds of which were largely used to
repurchase the Corporation's stock.

                  NON-GAAP ADJUSTMENTS Non-GAAP adjustments were $(1.1) million
in the second quarter of 2000 compared to $(343,000) in the second quarter of
1999. On a year-to-date basis, non-GAAP adjustments were $(1.8) million in 2000
compared to $67,000 in 1999. The changes between periods were principally caused
by adjustments in the mortgage banking profit center, which originated more
loans for the Bank's residential loan portfolio in 2000 than it did in 1999.
Increases in such activity generally result in larger internal adjustments to
compensate the mortgage banking profit center for its efforts related to these
originations. In addition, in 1999 the mortgage banking profit center
experienced a higher level of internal charge-offs related to its mortgage
servicing operations, due to a lower interest rate environment and higher levels
of loan prepayments.

                  NET COST TO ACQUIRE AND MAINTAIN DEPOSIT LIABILITIES In
addition to the after-tax performance of the aforementioned profit centers,
management of the Corporation closely monitors the net cost to acquire and
maintain deposit liabilities. The net cost to acquire and maintain deposit
liabilities was 1.14% and 1.06% of average deposit liabilities outstanding
during the three months ended June 30, 2000 and 1999, respectively. The net cost
for the six months ending as of the same dates was 1.16% and 1.19%,
respectively. The Corporation's profit centers are allocated a share of the net
cost to acquire and maintain deposit liabilities according to their
proportionate use of such deposits as a funding source. As such, changes in the
net cost to acquire and maintain deposit liabilities also have an impact on the
profits of most of the Corporation's profit centers.

FINANCIAL CONDITION

         OVERVIEW The Corporation's total assets increased by $161.5 million or
7.7% during the six months ended June 30, 2000. This increase was the result of
a $218.9 million or 14.2% increase in loans held for investment that was funded
in part by a $149.4 million or 10.2% increase in deposit liabilities. Also
funding growth in the loan portfolio was a $39.4 million or 11.1% aggregate
decrease in mortgage-backed and related securities, as well as smaller decreases
in overnight investments and in cash and due from banks. The Corporation's cash
holdings were abnormally high at the end of 1999 as a precautionary measure
related to the year 2000 change-over. Such cash holdings proved unnecessary,
however, and were returned to the Federal Reserve System in January 2000.

         MORTGAGE-BACKED AND RELATED SECURITIES The Corporation's aggregate
investment in its mortgage-backed and related securities portfolios declined by
$39.4 million or 11.1% during the six months ended June 30, 2000. This decline
was the result of normal periodic amortization of the mortgage loans that
support these types of securities. The proceeds from such amortization were
generally reinvested in the Corporation's portfolio of loans held for
investment, as previously described.

         LOANS HELD FOR INVESTMENT The Corporation's portfolio of loans held for
investment increased by $218.9 million or 14.2% during the six months ended June
30, 2000. During this period, the Corporation originated $189.0 million and
purchased $13.1 million in adjustable-rate single-family mortgage loans,
originated $118.0 million in consumer loans (consisting mostly of second
mortgages), originated $64.3 million and purchased $3.1 million in commercial
real estate loans, and originated $17.3 million in education loans. During the
same period, the Corporation experienced very little loan prepayment and
refinance activity, due to higher interest rates, as previously described. As a
result of these factors, the Corporation has experienced strong growth in its
loans held for investment in recent periods.


                                       19


<PAGE>   21

         DEPOSIT LIABILITIES The Corporation's deposit liabilities increased by
$149.4 million or 10.2% during the six months ended June 30, 2000. Management
attributes this growth to higher short-term rates and recent volatility in other
financial markets, which has made traditional bank financial offerings more
attractive to consumers. Furthermore, in recent months the Corporation has
increased the rates it offers on its certificates of deposits and certain other
account types relative to that of its competitors. Finally, during the most
recent quarter the Corporation issued $26.7 million in certificates of deposit
through third-party broker-dealers. These deposits were acquired at terms
substantially the same as those available through borrowings from the FHLB,
except that such deposits do not require the posting of collateral, as is the
case with the FHLB.

         FHLB ADVANCES AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE The
Corporation's FHLB advances declined by $75.7 million or 17.0% during the six
months ended June 30, 2000. These borrowings were replaced by $75.0 million in
borrowings under reverse-repurchase agreements, more formally known as
"securities sold under agreements to repurchase".

         NON-PERFORMING ASSETS The Corporation's non-performing assets
(consisting of non-accrual loans, real estate acquired through foreclosure or
deed-in-lieu thereof, and real estate in judgement) amounted to $2.0 million or
0.09% of total assets at June 30, 2000, compared to $2.1 million or 0.10% of
total assets at December 31, 1999. The Corporation's allowance for loan and real
estate losses was 400% and 365% of non-performing assets as of the same dates,
respectively.

         In addition to non-performing assets, at June 30, 2000, management was
closely monitoring $3.6 million in assets which it had classified as doubtful,
substandard, or special mention, but which were performing in accordance with
their terms. This compares to $3.3 million in such assets at December 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

         The Bank is required under applicable federal regulations to maintain
specified levels of qualifying types of U.S government, federal agency, and
other mortgage-related and investment securities of not less than 4% of net
withdrawable accounts and short-term borrowings. The Bank was in full compliance
with these regulations during the three and six months ended June 30, 2000.

         The Corporation's stockholders' equity ratio as of June 30, 2000, was
5.93% of total assets. The Corporation's long-term objective is to maintain its
stockholders' equity ratio in a range of approximately 6.5% to 7.0%, which is
consistent with return on asset and return on equity goals of at least 1.1% and
16.5%, respectively. The Corporation is below its target range as of June 30,
2000, primarily as a result of stock repurchases during the fourth quarter of
1999 and, to a lesser extent, the first quarter of 2000. The Corporation expects
its equity ratio to return to its target range during the next 12 to 24 months,
although there can be no assurances.

         The Bank is also required to maintain specified amounts of capital
pursuant to regulations promulgated by the OTS and the FDIC. The Bank's
objective is to maintain its regulatory capital in an amount sufficient to be
classified in the highest regulatory capital category (i.e., as a "well
capitalized" institution). At June 30, 2000, the Bank's regulatory capital
exceeded all regulatory minimum requirements as well as the amount required to
be classified as a "well capitalized" institution.

         The Corporation paid cash dividends of $3.7 million and $2.9 million
during the six months ended June 30, 2000 and 1999, respectively. These amounts
equated to dividend payout ratios of 33.5% and 26.0% of the net income in such
periods, respectively. It is the Corporation's objective to maintain its
dividend payout ratio in a range of 25% to 35% of net income. However, the
Corporation's dividend policy and/or dividend payout ratio will be impacted by
considerations such as the level of stockholders' equity in relation to the
Corporation's stated goal, as previously described, regulatory capital
requirements for the Bank, as previously described, and certain dividend
restrictions in effect for the Bank. Furthermore, unanticipated or non-recurring
fluctuations in earnings may impact the Corporation's ability to pay dividends
and/or maintain a given dividend payout ratio.


                                       20


<PAGE>   22

         On July 18, 2000, the Corporation's Board of Directors declared a
regular quarterly dividend of $0.11 per share payable on September 7, 2000, to
shareholders of record on August 17, 2000.

         During the six months ended June 30, 2000, the Corporation repurchased
143,904 shares of common stock at a cost of $1.7 million under its 1999 stock
repurchase plan (the "1999 Plan"). As of June 30, 2000, 219,510 shares remain to
be purchased under the 1999 Plan. On April 18, 2000, the Corporation's Board of
Directors extended the 1999 Plan for another twelve months and approved a new
plan to repurchase up to 913,554 shares of the Corporation's outstanding common
stock (the "2000 Plan"). The shares may be repurchased from time to time in
open-market transactions during the next twelve months as, in the opinion of
management, market conditions warrant. The repurchased shares will be held as
treasury stock and will be available for general corporate purposes.

         During the six months ended June 30, 2000, the Corporation reissued
37,236 shares of common stock out of its inventory of treasury stock with a cost
basis of $435,000. In general, these shares were issued upon the exercise of
stock options by employees and directors of the Corporation.


ITEM 3--QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Corporation manages the exposure of its operations to changes in
interest rates ("interest rate risk") by monitoring its ratios of
interest-earning assets to interest-bearing liabilities within one- and
three-year maturities and/or repricing dates (i.e., its one- and three-year
"gaps"). Management has sought to control the Corporation's one- and three-year
gaps, thereby limiting the affects of changes in interest rates on its future
earnings, by selling substantially all of its long-term, fixed-rate,
single-family mortgage loan production, investing in adjustable-rate
single-family mortgage loans, investing in consumer and education loans, which
generally have shorter terms to maturity and/or floating rates of interest, and
investing in commercial real estate loans, which also tend to have shorter terms
to maturity and/or floating rates of interest. The Corporation also invests from
time-to-time in short- and medium-term fixed-rate CMOs and MBSs. As a result of
this strategy, the Corporation's exposure to interest rate risk is significantly
impacted by its funding of the aforementioned asset groups with deposit
liabilities, FHLB advances, and other borrowing sources that tend to have terms
to maturity of less than one year or carry floating rates of interest.

         In general, it is management's goal to maintain the Corporation's
one-year gap in a range between 0% and -30% and its three-year gap in a range
between 0% and -10%. Management believes this strategy takes advantage of the
fact that market yield curves tend to be upward sloping, which increases the
spread between the Corporation's earning assets and interest-bearing
liabilities. Furthermore, management of the Corporation does not believe that
this strategy exposes the Corporation to unacceptable levels of interest rate
risk as evidenced by the fact that the Corporation's three-year gap is generally
maintained in a narrow band around zero, which implies that the Corporation is
exposed to little interest rate risk over a three-year horizon.

         Although management believes that its asset/liability management
strategies reduce the potential effects of changes in interest rates on the
Corporation's operations, material and prolonged increases in interest rates may
adversely affect the Corporation's operations because the Corporation's
interest-bearing liabilities which mature or reprice within one year are greater
than the Corporation's interest-earning assets which mature or reprice within
the same period. Alternatively, material and prolonged decreases in interest
rates may benefit the Corporation's operations.

         The Bank is also required by the OTS to estimate the sensitivity of its
net portfolio value of equity ("NPV") to immediate and sustained changes in
interest rates and to measure such sensitivity on at least a quarterly basis.
NPV is defined as the estimated net present value of an institution's existing
assets, liabilities, and off-balance sheet instruments at a given level of
market interest rates. In general, it is management's goal to limit estimated
changes in the Bank's NPV under specified interest rate scenarios such that the
Bank will continue to be classified by the OTS as an institution with minimal
exposure to interest rate risk.


                                       21


<PAGE>   23

         As of June 30, 2000, the Corporation was in compliance with its
management polices with respect to exposure to interest rate risk. Furthermore,
there was no material change in its interest rate risk exposure since December
31, 1999.


PART II OTHER INFORMATION

ITEM 1--LEGAL PROCEEDINGS

Refer to Note 4 of the Corporation's Consolidated Financial Statements.

ITEM 2--CHANGES IN SECURITIES

None.

ITEM 3--DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

None.

ITEM 5--OTHER INFORMATION

None.

ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K

None.







                                       22


<PAGE>   24


                                   SIGNATURES

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


                                                      FIRST FEDERAL CAPITAL CORP


/s/ Thomas W. Schini                                  August 4, 2000
Thomas W. Schini
President, Chairman of the
Board and Chief Executive Officer
 (duly authorized officer)


/s/ Jack C. Rusch                                     August 4, 2000
Jack C. Rusch
President and Chief Operating Officer














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