<PAGE>

                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC  20549


(Mark One)

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


    For the quarterly period ended                 June 30, 2000
                                   ---------------------------------------------

                                       OR

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


For the transition period from                        to
                               ----------------------    -----------------------


Commission File Number                        0-13716
                       ---------------------------------------------------------


                        NORTH PITTSBURGH SYSTEMS, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


           Pennsylvania                                 25-1485389
-----------------------------------     ----------------------------------------
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)


             4008 Gibsonia Road, Gibsonia, Pennsylvania 15044-9311
--------------------------------------------------------------------------------
                   (Address of principal executive offices)
                                  (Zip Code)


                                 724-443-9600
--------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)


                                   No Change
--------------------------------------------------------------------------------
             (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, and (2) has been subject to such filing requirements
for the past 90 days.

                                 YES  X    NO
                                     ---      ---

                      APPLICABLE ONLY TO CORPORATE USERS:

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

                            Common Stock Outstanding
                            ------------------------

At August 1, 2000, the Registrant had 15,005,000 shares of common stock
outstanding, par value $.15625 per share, the only class of such stock issued.
<PAGE>

                                     PART I
                                     ITEM 1
                              FINANCIAL STATEMENTS
                NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
                     (Thousands - Except Per Share Amounts)

<TABLE>
<CAPTION>
                                                        For the Three Months    For the Six Months
                                                            Ended June 30          Ended June 30
                                                        --------------------    ------------------
                                                            2000       1999       2000       1999
                                                          --------   -------    -------    -------
<S>                                                       <C>        <C>        <C>        <C>
Operating revenues:
  Local network services                                   $ 3,782   $ 3,355    $ 7,395    $ 6,687
  Long distance and access services                         14,014    11,505     26,911     23,112
  Directory advertising, billing & other services              748       768      1,415      1,376
  Telecommunication equipment sales                            533       678      1,134      1,373
  Other operating revenues                                   1,145     1,047      2,420      2,205
                                                           -------   -------    -------    -------

     Total Operating Revenues                               20,222    17,353     39,275     34,753

Operating expenses:
  Network and other operating expenses                      11,042     7,997     20,437     15,144
  Depreciation and amortization                              4,118     3,313      7,997      6,530
  State and local taxes                                        838       768      1,768      1,570
  Telecommunication equipment expenses                         528       669      1,083      1,259
                                                           -------   -------    -------    -------

     Total Operating Expenses                               16,526    12,747     31,285     24,503
                                                           -------   -------    -------    -------

   Net Operating Revenues                                    3,696     4,606      7,990     10,250


Other expense (income), net:
  Interest expense                                             694       499      1,333      1,010
  Interest income                                             (284)     (211)      (567)      (456)
  Sundry expense (income), net                              (2,353)     (392)    (2,600)      (709)
                                                           -------   -------    -------    -------

                                                            (1,943)     (104)    (1,834)      (155)
                                                           -------   -------    -------    -------

     Earnings before income taxes                            5,639     4,710      9,824     10,405

Income taxes                                                 2,363     1,931      4,112      4,210
                                                           -------   -------    -------    -------

     Net earnings                                          $ 3,276   $ 2,779    $ 5,712    $ 6,195
                                                           =======   =======    =======    =======

Weighted average common shares outstanding                  15,005    15,005     15,005     15,005
                                                           =======   =======    =======    =======

Basic and diluted earnings per share of
  common stock                                                $.22      $.18       $.38       $.41
                                                           =======   =======    =======    =======

Dividends per share of common stock                           $.17      $.16       $.33       $.32
                                                           =======   =======    =======    =======
</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                       1
<PAGE>

                NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                             (Thousands of Dollars)
<TABLE>
<CAPTION>
                                                               (Unaudited)
                                                                 June 30     Dec. 31
                  ASSETS                                           2000       1999
                  ------                                       -----------   -------
<S>                                                            <C>          <C>
Current Assets:
  Cash and temporary investments                                 $ 14,366   $ 12,480
  Marketable securities available for sale                         11,012     17,022

  Accounts receivable:
   Customers, net of allowance for doubtful accounts of
     $323 and $356, respectively                                    4,749      4,975
   Access service settlements and other                             9,031      7,842
  Prepaid expenses                                                    525        614
  Inventories of construction and operating materials and
   supplies                                                         5,571      4,754
  Prepaid taxes                                                       506          -
  Deferred income tax                                                   -        199
                                                                 --------   --------

     Total current assets                                          45,760     47,886
                                                                 --------   --------

  Property, plant and equipment:
   Land                                                               475        475
   Buildings                                                       12,663     11,622
   Equipment                                                      165,485    154,061
                                                                 --------   --------

                                                                  178,623    166,158
  Less accumulated depreciation and amortization                   94,181     86,688
                                                                 --------   --------

                                                                   84,442     79,470
  Construction in progress                                          9,589      8,279
                                                                 --------   --------
     Total property, plant and equipment, net                      94,031     87,749

Investments                                                         9,834      9,615
Deferred financing costs                                              719        764
Prepaid pension cost                                                   26        465
Other assets                                                        1,273      1,313
                                                                 --------   --------

                                                                 $151,643   $147,792
                                                                 ========   ========

     LIABILITIES AND SHAREHOLDERS' EQUITY
     ------------------------------------

Current liabilities:
  Current portion of long-term debt                              $  3,140   $  2,629
  Accounts payable                                                  6,623      7,086
  Dividend payable                                                  2,551      2,401
  Other accrued liabilities                                         2,992      2,724
  Federal and state income taxes                                      227        305
                                                                 --------   --------

     Total current liabilities                                     15,533     15,145
                                                                 --------   --------

Long-term debt                                                     43,148     38,940

Deferred income taxes                                               8,902      9,526
Accrued postretirement benefits                                     5,518      5,122
Other liabilities                                                   1,592      1,812

Shareholders' equity:
  Capital stock/Common stock                                        2,350      2,350
  Capital in excess of par value                                    2,215      2,215
  Retained earnings                                                73,107     72,347
  Less cost of treasury stock (2000 and 1999-35,000 shares)          (508)      (508)
  Accumulated other comprehensive income-unrealized gain
   on available for sale securities, net                             (214)       843
                                                                 --------   --------

     Total shareholders' equity                                    76,950     77,247
                                                                 --------   --------

                                                                 $151,643   $147,792
                                                                 ========   ========
</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>

                NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (Thousands of Dollars)
<TABLE>
<CAPTION>


                                                                               For the Six Months
                                                                                  Ended June 30
                                                                              -------------------
                                                                                2000       1999
                                                                              --------   --------
<S>                                                                           <C>        <C>
Cash from operating activities:
  Net earnings                                                                $  5,712   $  6,195
  Adjustments to reconcile net earnings to net cash from
   operating activities:

     Depreciation and amortization                                               7,997      6,530
     Gain on sale of marketable securities                                      (2,163)      (186)
     Equity (income) losses of affiliated companies                               (361)      (289)
     Changes in assets and liabilities:
      Accounts receivable                                                         (963)      (918)
      Inventories of construction and operating materials
       and supplies                                                               (817)    (1,371)
      Deferred financing costs, prepaid pension cost
       and other assets                                                            524        275
      Prepaid taxes                                                               (506)      (848)
      Accounts payable                                                            (463)     1,560
      Other accrued liabilities                                                     48       (915)
      Accrued postretirement benefits                                              396         65
      Federal and state income taxes                                               (78)      (420)
      Deferred income taxes                                                        325          -
      Other, net                                                                   109        (47)
                                                                              --------   --------
          Total adjustments                                                      4,048      3,436
                                                                              --------   --------

          Net cash from operating activities                                     9,760      9,631
                                                                              --------   --------

Cash used for investing activities:
  Expenditures for property and equipment                                      (14,405)   (13,845)
  Net salvage on retirements                                                       106         64
                                                                              --------   --------

          Net capital additions                                                (14,299)   (13,781)
                                                                              --------   --------

  Purchase of marketable securities available for sale                          (6,103)    (5,777)
  Proceeds from sale of marketable securities available for sale                12,469      4,870
  Distributions from affiliated entities                                           142      2,102
                                                                              --------   --------

          Net cash used for investing activities                                (7,791)   (12,586)
                                                                              --------   --------

Cash used for financing activities:
  Cash dividends                                                                (4,802)    (4,652)
  Retirement of debt                                                            (1,353)      (920)
  Proceeds from issuance of new debt                                             6,072          -
                                                                              --------   --------

          Net cash used for financing activities                                   (83)    (5,572)
                                                                              --------   --------

Net (decrease) increase in cash and temporary investments                        1,886     (8,527)

Cash and temporary investments at beginning of period                           12,480     16,786
                                                                              --------   --------

Cash and temporary investments at end of period                               $ 14,366   $  8,259
                                                                              ========   ========

Interest paid                                                                 $  1,294   $    969
                                                                              ========   ========

Income taxes paid                                                             $  4,615   $  4,813
                                                                              ========   ========
</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




(1)  GENERAL
     -------

     The condensed consolidated financial statements included herein have been
     prepared by the Registrant, without audit, pursuant to the rules and
     regulations of the Securities and Exchange Commission.  Consolidated herein
     are the financial results of the Registrant's wholly-owned subsidiaries,
     North Pittsburgh Telephone Company (North Pittsburgh), Penn Telecom, Inc.
     (Penn Telecom) and Pinnatech, Inc. (Pinnatech).  Certain information and
     footnote disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed or omitted pursuant to such rules and regulations.  Nevertheless,
     the Registrant believes that its disclosures herein are adequate to make
     the information presented not misleading and, in the opinion of management,
     all adjustments (which consisted only of normal recurring accruals)
     necessary to present fairly the results of operations for the interim
     periods have been reflected.  These condensed consolidated financial
     statements should be read in conjunction with the financial statements and
     the notes thereto included in the Registrant's latest annual report to the
     Securities and Exchange Commission on Form 10-K.

(2)  COMPREHENSIVE INCOME
     --------------------

     Statement of Financial Accounting Standards No. 130, "Reporting
     Comprehensive Income" (SFAS 130) establishes requirements for disclosure of
     comprehensive income.  The objective of SFAS 130 is to report all changes
     in equity that result from transactions and economic events other than
     transactions with owners.  Comprehensive income is the total of net income
     and all other non-owner changes in equity.  The reconciliation of net
     income to comprehensive income (loss) is as follows (in thousands):

<TABLE>
<CAPTION>


                                     For the Three Months   For the Six Months
                                         Ended June 30         Ended June 30
                                     ---------------------  -------------------
                                         2000        1999      2000       1999
                                       -------      ------   -------     ------
<S>                                  <C>         <C>        <C>        <C>

        Net income                     $ 3,276      $2,779   $ 5,712     $6,195
        Unrealized gain (loss) on
           marketable securities
           including reclassification
           adjustments                  (1,331)          4    (1,057)       193
                                       -------      ------   -------     ------

        Comprehensive income           $ 1,945      $2,783   $ 4,655     $6,388
                                       =======      ======   =======     ======

</TABLE>



                                     PART I

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




The statements contained in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" which are not historical are
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended.  These forward-looking statements represent
the Registrant's present expectations or beliefs concerning future events.  The
Registrant cautions that such statements are qualified by important factors that
could cause actual results to differ materially from those in the forward-
looking statements.  Thus, results actually achieved may differ materially from
expected results included in these statements.

                                       4
<PAGE>

1.   Financial Condition
     -------------------

     (a)  General
          -------

     There were no material changes in the Registrant's consolidated general
     financial condition from the end of its preceding fiscal year on December
     31, 1999 to June 30, 2000, the end of the six-month period reported herein.

     (b)  Liquidity and Capital Resources
          -------------------------------

     Consolidated capital expenditure commitments for the purchase and
     installation of communications and other equipment at June 30, 2000
     amounted to approximately $4,409,000, with such amount being part of the
     2000 construction program, which is expected to be in excess of $27
     million.  Funds for financing construction expenditures in the six-month
     period ended June 30, 2000 were generated from internal sources and debt
     financing.  Based on its 2000 construction budget and projected cash flows,
     the Registrant anticipates cash flows provided by operating activities and
     cash reserves in 2000 to be sufficient to service long-term debt, to pay
     dividends and to finance approximately 25% to 50% of capital additions.
     The balance of capital additions will be financed from debt financing
     available from the Rural Utilities Service.  At June 30, 2000, construction
     work in progress was $9,589,000.

     The Registrant and its subsidiaries have not experienced any difficulty in
     the past in meeting either long-term or short-term cash commitments.  Cash
     flow generated through regular operations has been adequate to not only
     finance a significant portion of the capital requirements of the Registrant
     as discussed above but also to meet principal and interest payments on
     long-term debt and all working capital requirements.  It is anticipated
     that future long-term interest and principal payments will be made from the
     same source of internally generated funds.

     (c)  Regulatory/Competition
          ----------------------

     North Pittsburgh is currently under rate-of-return regulation within its
     intrastate jurisdiction.  However, in July of 1998, North Pittsburgh joined
     with 18 other companies and filed for an alternative form of regulation to
     replace traditional rate base/rate-of-return regulation.  In the filing,
     North Pittsburgh proposed a price cap plan whereby rates for noncompetitive
     services are allowed to be increased based on an index that measures
     general economy wide price increases.  Under the proposed plan, services
     may also be declared competitive and thereby freed from all rate
     regulation.  In return for regulation under the price cap plan, North
     Pittsburgh has also proposed a network modernization plan.  The
     Pennsylvania Public Utility Commission (PA PUC) entered an Order on January
     20, 2000 modifying North Pittsburgh's plan for alternative regulation.  On
     February 4, 2000, North Pittsburgh filed a Petition for Reconsideration
     seeking clarification and/or modification of the PA PUC's original Order.
     The PA PUC responded to the Petition for Reconsideration with an Order
     entered on March 30, 2000 in which it granted, in part, and denied, in
     part, portions of North Pittsburgh's Petition.  North Pittsburgh has
     accepted the modified Chapter 30 plan, and will begin implementation upon
     final order of the PA PUC, which is expected sometime during the third
     quarter of 2000.

     On September 30, 1999, the PA PUC issued an Order dealing with a variety of
     issues impacting Local Exchange Carriers in Pennsylvania.  Referred to as
     the Global Proceeding, the Order dealt with certain issues that affect
     North Pittsburgh.  Specifically, the Order allowed North Pittsburgh to
     rebalance and lower access charges in order to prepare North Pittsburgh to
     meet competition when it is introduced in the North Pittsburgh serving
     area.  The reduction in access charges is being offset by reimbursements
     from an interim state universal service fund that is funded by all
     telecommunication providers (excluding wireless) in the state.  While a
     number of parties, including North Pittsburgh, have filed court appeals
     regarding other issues in the same Order, the rebalancing and lowering of
     access charges and the implementation of the universal service funding has
     been completed as of April 1, 2000. Because the rebalancing and reduction
     of access charges is offset by reimbursement from the fund, North
     Pittsburgh does not expect any significant impact on operations or revenues
     in regard to the Global Order regardless of the outcome of the pending
     court appeals.

     The Federal Communications Commission (FCC) continues to work on
     Rulemakings that will further spell out the specifics of the
     Telecommunications Act of 1996 (the 1996 Act).  The PA PUC must then
     finalize its course of action to fully implement the 1996 Act, or to the
     extent possible and permissible, change the manner in which such
     regulations are implemented in

                                       5
<PAGE>

     Pennsylvania before the impact on North Pittsburgh, a Rural Telephone
     Company under the 1996 Act, can be fully understood and measured.
     However, the clear intent of the 1996 Act is to open up the local exchange
     market to competition.  The 1996 Act appears to mandate, among other
     items, that North Pittsburgh, at some point in time, permit the resale of
     its services at wholesale rates, provide number portability, if feasible,
     provide dialing parity, provide interconnection to any requesting carrier
     for the transmission and routing of telephone exchange service and
     exchange access and provide access to network elements. North Pittsburgh,
     along with 17 other rural companies in Pennsylvania, has been granted
     temporary suspensions of the Section 251(b) and (c) interconnection
     requirements in the 1996 Act. The most recent suspension expires on July
     10, 2001 and does not apply to facilities-based competition. On April 19,
     2000, AT&T Communications Pennsylvania, Inc. filed for a Certificate of
     Authority with the PA PUC to provide facilities-based telephone service in
     the service area of eight (8) telephone companies in Western Pennsylvania,
     including North Pittsburgh, using the cable TV facilities of AT&T
     affiliate, TCG Pittsburgh. The application is presently the subject of
     hearings before the PA PUC and a decision is expected by the fourth quarter
     of 2000.

     The 1996 Act, FCC and PA PUC regulatory proceedings and the thrust towards
     a fully competitive marketplace have created some uncertainty in respect to
     the levels of North Pittsburgh's revenue growth in the future.  However,
     its unique location in a growing commercial/residential suburban traffic
     corridor to the north of the City of Pittsburgh, its state-of-the-art
     switching transmission and transport facilities and its extensive fiber
     network place North Pittsburgh in a solid position to meet competition and
     minimize any loss of revenues.  In addition, North Pittsburgh continues to
     make its network flexible and responsive to the needs of its customers to
     meet competitive threats.  New services, access line growth and anticipated
     usage growth are expected to lessen or offset any reductions in North
     Pittsburgh's revenue sources.

2.   Results of Operations
     ---------------------

     Total operating revenues increased $4,522,000 (13.0%) in the six-month
     period ended June 30, 2000 over the comparable period in 1999.  This change
     was due to an increase in local network services of $708,000 (10.6%), and
     an increase in long distance and access services of $3,799,000 (16.4%).
     Increased local network service revenues were attributable to customer
     growth, growth in second lines and expanded penetration of enhanced
     services.  Higher long distance and access service revenues were generally
     the result of an increase in the number of customers and minutes of use.

     Total operating expenses for the six-month period ended June 30, 2000
     increased $6,782,000 (27.7%) over the preceding year.  That change was
     principally the result of an increase in network and other operating
     expenses of $5,293,000 (34.9%), and an increase in depreciation and
     amortization of $1,467,000 (22.5%).  The increase in network and other
     operating expenses consisted of an increase in personnel costs due to an
     expansion of existing business and an increase in personnel and other
     expenses due to start-up activities of Competitive Local Exchange Carrier
     and Internet-related services.  The increase in depreciation and
     amortization was the direct result of the growth in fixed assets to serve
     current and future customer needs.  The increase in total operating
     revenues discussed above coupled with the increase in total operating
     expenses resulted in net operating revenues being $2,260,000 (22.1%) lower
     for the six months ended June, 2000 compared to the six months ended June,
     1999.

     Interest expense increased $323,000 (32.0%) due to an increased level of
     debt financing in 2000.  Sundry income, net increased $1,891,000 due to a
     one-time gain on available for sale securities of $2,100,000 (after tax
     $1,200,000 or $.08 per share).  The decrease in net operating revenues for
     the six-month period ended June 30, 2000, in conjunction with the increase
     in Sundry income, net, resulted in a decrease of $581,000 (5.6%) in
     earnings before income taxes.

     Fluctuations in the revenue and expenses for the three-month period ended
     June 30, 2000, as compared to the same quarterly period in 1999, are
     generally attributable to the same reasons discussed in the year-to-date
     comparisons.

3.   New Accounting Pronouncements
     -----------------------------

     In June, 1998, the Financial Accounting Standards Board issued SFAS No.
     133, "Accounting for Derivative Instruments and Hedging Activities".  The
     pronouncement is effective for the

                                       6
<PAGE>

     Registrant's year beginning January 1, 2001.  The Registrant does not
     expect this pronouncement will have a significant impact on the
     consolidated financial statements.




                                     PART I


                                     ITEM 3

                    QUANTITATIVE AND QUALITATIVE DISCLOSURES

                               ABOUT MARKET RISK




1.   There have been no material changes in reported market risks faced by the
     Registrant since December 31, 1999.

                                       7
<PAGE>

                                   SIGNATURES



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



                                    NORTH PITTSBURGH SYSTEMS, INC.
                                    ________________________________________
                                             (Registrant)


        8/7/2000                    /s/ H. R. Brown
Date____________________            ________________________________________
                                    H. R. Brown, President


        8/7/2000                    /s/ A. P. Kimble
Date____________________            ________________________________________
                                    A. P. Kimble, Vice President & Treasurer

                                       8
<PAGE>

                                    PART II

                               OTHER INFORMATION



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


      (a)   The 2000 Annual Meeting of Shareholders was held on May 19, 2000.

      (b,c) The only matter voted upon at the Annual Meeting was the election of
            Directors. The vote tabulation in respect to each nominee to serve
            as Director until the 2001 Annual Meeting of Shareholders shown in
            the following table:

<TABLE>
<CAPTION>


                                           Number of     Number of
                                             Shares       Shares
                 Name                    Voted in Favor  Withheld
                 ----                    --------------  ---------
<S>                                      <C>             <C>
              Nominees Elected:
              ----------------
              Harry R. Brown                 11,971,440    715,163
              Dr. Charles E. Cole            12,318,240    368,363
              Allen P. Kimble                12,090,559    596,044
              Stephen G. Kraskin             12,363,705    322,898
              David E. Nelsen                12,360,305    326,298
              Jay L. Sedwick                 12,344,290    342,313
              Charles E. Thomas, Jr.         12,367,205    319,398

              Nominees Not Elected:
              ---------------------
              George J. Steffish, III            12,000          -

</TABLE>

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


      (a) Exhibits - Exhibit Index for Quarterly Reports on Form 10-Q.
          --------

<TABLE>
<CAPTION>

Exhibit
Number                  Subject                          Applicability
-------                 -------                          -------------
<S>        <C>                                   <C>

 (2)       Plan of acquisition, reorganization,  Not Applicable
           arrangement, liquidation or
           succession

 (3) (i)   Articles of Incorporation             Provided in Quarterly Report on
                                                 Form 10-Q for the quarter ended
                                                 June 30, 1996 and Incorporated
                                                 Herein by Reference.

 (3) (ii)  By-Laws                               Provided in Annual Report on
                                                 Form 10-K for the year ended
                                                 December 31, 1998 and
                                                 Incorporated Herein by
                                                 Reference.

 (4)       Instruments defining the rights of    Provided in Registration of
           security holders including indentures Securities of Certain Successor
                                                 Issuers on Form 8-B filed on
                                                 June 25, 1985 and Incorporated
                                                 Herein by Reference.

 (10)      Material Contracts                    Provided in Quarterly Report on
                                                 Form 10-Q for the quarter ended
                                                 September 30, 1999 and
                                                 Incorporated Herein by
                                                 Reference.

</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>

Exhibit
Number                  Subject                    Applicability
-------                 -------                    -------------
<S>      <C>                                      <C>

 (11)    Statement of computation of earnings     Attached Hereto
         per share

 (15)    Letter re unaudited interim financial    Not Applicable
         information

 (18)    Letter re change in accounting           Not Applicable
         principles

 (19)    Report furnished to security holders     Not Applicable

 (22)    Published report regarding matters       Not Applicable
         submitted to a vote of security holders

 (23)    Consents of experts and counsel          Not Applicable

 (24)    Power of attorney                        Not Applicable

 (27)    Financial Data Schedule                  Attached Hereto

 (99)    Additional exhibits                      Not Applicable

</TABLE>

      (b) Reports on Form 8-K - No reports on Form 8-K were filed during the
          -------------------
          quarter ended June 30, 2000.

                                       10