<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

             (mark one)
                [X] Annual Report Pursuant to Section 13 or 15(d)
              of the Securities Exchange Act of 1934 (fee required)
                   For the Fiscal Year ended December 31, 1999
                                             -----------------
                                       OR

                 [ ] Transition Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                                (no fee required)
               For the Transition period from ________ to ________

                        Commission File Number 0 - 24024
                                               ---------
                      FIRST COMMUNITY FINANCIAL GROUP, INC.
                      -------------------------------------
             (Exact name of registrant as specified in its charter)

           WASHINGTON                                    91-1277503
           ----------                                    ----------
(State or other jurisdiction                (IRS Employer Identification Number)
of incorporation or organization)

              721 COLLEGE ST. S.E., P.O. BOX 3800, LACEY, WA 98503
              ----------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number: (360) 459-1100

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

Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $2.50 PAR VALUE
                          -----------------------------
                                (Title of class)

Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes  X  No
             ---    ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this form 10-K [X]

State the issuer's revenues for its most recent fiscal year: $27,189,000
                                                            --------------
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: at January 31, 2000 - $52,252,008
      ---------------------------------

Number of shares of common stock outstanding as of January 31, 2000: 2,177,167

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement (the "Proxy Statement") for use in
connection with the annual meeting of shareholders to be held on May 9, 2000,
are incorporated by reference into Parts II and III of this Annual Report.


<PAGE>

                                     PART I

ITEM 1 - BUSINESS

First Community Financial Group, Inc. ("FCFG" or "the Company") was incorporated
under the laws of the State of Washington in November 1983 as First Community
Bancorp, Inc. and is a bank holding company. The company's name was changed to
First Community Financial Group in July, 1992. In 1984, pursuant to a plan of
reorganization, FCFG acquired all of the stock of First Community Bank of
Washington ("FCB" or "Bank"), a state banking corporation chartered under the
laws of the State of Washington in 1979.

On March 1, 1993, the Company acquired Citizens First Bank ("CFB"), a state
banking corporation chartered under the laws of the State of Washington in 1978.
On December 8, 1995 CFB's banking charter was merged into First Community Bank.

On November 29, 1995, the Company acquired Northwest Community Bank ("NCB"), a
state banking corporation chartered under the laws of the State of Washington in
1991 and merged it into FCB. The transaction was accomplished through an
exchange of FCFG's stock for shares of NCB stock. The accompanying financial
information has been prepared following the pooling-of-interests method of
accounting and reflects the combined financial position and operating results of
FCFG and NCB for all periods presented.

During 1996, Premises, Inc., a non-bank corporation formed for the purpose of
acquiring and holding properties used by FCFG's banking subsidiaries, was merged
into FCB.

On February 6, 1997 the Company acquired Prairie Security Bank, a three branch
bank headquartered in Yelm, Washington with total assets of approximately $45
million. The purchase price of approximately $7,469,000 was a combination of
cash and FCFG common stock. This in- market merger, accounted for as a purchase,
allowed the Company to consolidate two branches in Yelm, as well as two in
Olympia, Washington in addition to achieving certain other economies typical of
such transactions.

On July 18, 1997, the Bank completed the purchase of four Wells Fargo Bank
branches. This acquisition included $43,200,000 in deposits as well as branch
facilities in Hoquiam, Montesano, Toledo and Winlock, Washington. The branches
in Winlock, Toledo and Montesano represent further expansion of the Company's
market area. The Hoquiam branch represents further penetration into an existing
market.

On January 20, 1999, Information Management Systems ("IMS"), a non-banking
corporation formed for the purpose of providing data processing services to the
Bank, was merged with and into FCFG.

In February 1999, a lending office was opened in Puyallup, then in October 4,
1999, the Puyallup lending office expanded to a full service branch. The
Puyallup branch represents further penetration into an existing Pierce County
market.

The principal offices of FCFG and FCB are located in Lacey, Washington. The Bank
engages in general banking business through fifteen branches and a mortgage
production office in Thurston, Grays Harbor, Lewis and Pierce Counties. The Bank
provides a full range of consumer banking services including: savings accounts,
checking accounts, installment, mortgage and commercial lending, safety deposit
facilities, time deposits, Visa and MasterCard and other consumer and
business-related financial services including the sale of non-deposit investment
products.

                                      2
<PAGE>

COMPETITION

The financial services industry is highly competitive. The Bank competes
actively with national and state banks, mutual savings banks, savings and loan
associations, finance companies, credit unions, brokerage houses and other
financial institutions operating in the service area. Many of these financial
institutions have merged or are in process of merging and many have greater
resources than the bank.

EMPLOYEES

FCFG and its subsidiaries employed a total of 189 employees, consisting of 153
full time and 36 part time employees at December 31, 1999. Such employees are
not represented by a union organization or other collective bargaining group,
and management considers their relations with their employees to be very good.

                         BANK SUPERVISION AND REGULATION

The following generally refers to certain significant statutes and regulations
affecting the banking industry. These references are only intended to provide
brief summaries and, therefore, are not complete and are qualified by the
statutes and regulations referenced. Changes in applicable laws or regulations
may have a material effect on the business and prospects of the Company. The
operations of the Company may also be affected by changes in the policies of
banking and other government regulators. The Company cannot accurately predict
the nature or extent of the effects on its business and earnings that fiscal or
monetary policies, or new federal or state laws, may have in the future.

                     CHANGES IN BANKING LAWS AND REGULATIONS

The laws and regulations that affect banks and bank holding companies have
recently undergone significant changes. On November 12, 1999, the president
signed into law the Financial Services Modernization Act of 1999. Generally, the
act (i) repeals the historical restrictions on preventing banks from affiliating
with securities firms, (ii) provides a uniform framework for the activities of
banks, savings institutions and their holding companies, (iii) broadens the
activities that may be conducted by national banks and banking subsidiaries of
bank holding companies, (iv) provides an enhanced framework for protecting the
privacy of consumers' information and (v) addresses a variety of other legal and
regulatory issues affecting both day-to-day operations and long-term activities
of financial institutions.

                                   THE COMPANY

GENERAL

As a bank holding company, the Company is subject to the Bank Holding Company
Act of 1956 ("BHCA"), as amended, which places the Company under the supervision
of the Board of Governors of the Federal Reserve. The Company must file annual
reports with the Federal Reserve and must provide it with such additional
information as it may require. In addition, the Federal Reserve periodically
examines the Company and its subsidiaries, including the Bank.

BANK HOLDING COMPANY REGULATION

In general, the BHCA limits bank holding company business to owning or
controlling banks and engaging in other banking-related activities. Bank holding
companies must obtain the FRB's approval before they: (1) acquire direct or
indirect ownership or control of any voting shares of any bank that results in
total ownership or control, directly or indirectly, of more than 5% of the
voting shares of such bank; (2) merge or consolidate with another bank holding
company; or (3) acquire substantially all of the assets of any additional banks.
Subject to certain state laws, such as age and contingency laws, a bank holding
company that is adequately capitalized and adequately managed may acquire the
assets of both in-state and out-of-state banks.

                                      3
<PAGE>

CONTROL OF NONBANKS. With certain exceptions, the BHCA prohibits bank holding
companies from acquiring direct or indirect ownership or control of voting
shares in any company that is not a bank or a bank holding company unless the
FRB determines that the activities of such company are incidental or closely
related to the business of banking. If a bank holding company is
well-capitalized and meets certain criteria specified by the FRB, it may engage
de novo in certain permissible nonbanking activities without prior FRB approval.

CONTROL TRANSACTIONS. The Change in Bank Control Act of 1978, as amended,
requires a person (or group of persons acting in concert) acquiring "control" of
a bank holding company to provide the FRB with 60 days' prior written notice of
the proposed acquisition. Following receipt of this notice, the FRB has 60 days
within which to issue a notice disapproving the proposed acquisition, but the
FRB may extend this time period for up to another 30 days. An acquisition may be
completed before expiration of the disapproval period if the FRB issues written
notice of its intent not to disapprove the transaction. In addition, any
"company" must obtain the FRB's approval before acquiring 25% (5% if the
"company" is a bank holding company) or more of the outstanding shares or
otherwise obtaining control over the Company.

TRANSACTIONS WITH AFFILIATES

The Company and the Bank are deemed affiliates within the meaning of the Federal
Reserve Act, and transactions between affiliates are subject to certain
restrictions. Accordingly, the Company and the Bank must comply with Sections
23A and 23B of the Federal Reserve Act. Generally, Sections 23A and 23B (1)
limit the extent to which a financial institution or its subsidiaries may engage
in "covered transactions" with an affiliate, as defined, to an amount equal to
10% of such institution's capital and surplus and an aggregate limit on all such
transactions with all affiliates to an amount equal to 20% of such capital and
surplus, and (2) require all transactions with an affiliate, whether or not
"covered transactions," to be on terms substantially the same, or at least as
favorable to the institution or subsidiary, as those provided to a
non-affiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and other similar types of
transactions.

REGULATION OF MANAGEMENT

Federal law (1) sets forth the circumstances under which officers or directors
of a financial institution may be removed by the institution's federal
supervisory agency; (2) places restraints on lending by an institution to its
executive officers, directors, principal stockholders, and their related
interests; and (3) prohibits management personnel from serving as a director or
in other management positions with another financial institution which has
assets exceeding a specified amount or which has an office within a specified
geographic area.

TIE-IN ARRANGEMENTS

The Company and the Bank cannot engage in certain tie-in arrangements in
connection with any extension of credit, sale or lease of property or furnishing
of services. For example, with certain exceptions, neither the Company nor the
Bank may condition an extension of credit on either (1) a requirement that the
customer obtain additional services provided by it or (2) an agreement by the
customer to refrain from obtaining other services from a competitor.

The FRB has adopted significant amendments to its anti-tying rules that: (1)
removed FRB-imposed anti-tying restrictions on bank holding companies and their
non-bank subsidiaries; (2) allow banks greater flexibility to package products
with their affiliates; and (3) establish a safe harbor from the tying
restrictions for certain foreign transactions. These amendments were designed to
enhance competition in banking and nonbanking products and to allow banks and
their affiliates to provide more efficient, lower cost service to their
customers. However, the impact of the amendments on the Company and the Bank is
unclear at this time.

STATE LAW RESTRICTIONS

As a Washington business corporation, the Company may be subject to certain
limitations and restrictions as provided under applicable Washington corporate
law. In addition, Washington banking law restricts and governs certain
activities of the Bank.

                                        4
<PAGE>

                                    THE BANK

GENERAL

The Bank, as a non-Fed member FDIC insured institution, is subject to regulation
and examination by the FDIC and the State of Washington. The federal laws that
apply to the Bank regulate, among other things, the scope of its business, its
investments, its reserves against deposits, the timing of the availability of
deposited funds and the nature and amount of and collateral for loans. The laws
and regulations governing the Bank generally have been promulgated to protect
depositors and not to protect stockholders of the bank or its holding company.

CRA. The Community Reinvestment Act (the "CRA") requires that, in connection
with examinations of financial institutions within their jurisdiction, the FDIC
evaluates the record of the financial institutions in meeting the credit needs
of their local communities, including low and moderate income neighborhoods,
consistent with the safe and sound operation of those banks. These factors are
also considered in evaluating mergers, acquisitions, and applications to open a
branch or facility.

INSIDER CREDIT TRANSACTIONS. Banks are also subject to certain restrictions
imposed by the Federal Reserve Act on extensions of credit to executive
officers, directors, principal shareholders, or any related interests of such
persons. Extensions of credit (i) must be made on substantially the same terms,
including interest rates and collateral, and follow credit underwriting
procedures that are not less stringent than those prevailing at the time for
comparable transactions with persons not covered above and who are not
employees; and (ii) must not involve more than the normal risk of repayment or
present other unfavorable features. Banks are also subject to certain lending
limits and restrictions on overdrafts to such persons. A violation of these
restrictions may result in the assessment of substantial civil monetary
penalties on the affected bank or any officer, director, employee, agent, or
other person participating in the conduct of the affairs of that bank, the
imposition of a cease and desist order, and other regulatory sanctions.

FDICIA. Under the Federal Deposit Insurance Corporation Improvement Act of 1991
(the "FDICIA"), each federal banking agency has prescribed, by regulation,
noncapital safety and soundness standards for institutions under its authority.
These standards cover internal controls, information systems, and internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, compensation, fees and benefits, such other operational and managerial
standards as the agency determines to be appropriate, and standards for asset
quality, earnings and stock valuation. An institution which fails to meet these
standards must develop a plan acceptable to the agency, specifying the steps
that the institution will take to meet the standards. Failure to submit or
implement such a plan may subject the institution to regulatory sanctions.
Management of the Company believes that the Bank meets all such standards, and
therefore, does not believe that these regulatory standards materially affect
the Company's business operations.

INTERSTATE BANKING AND BRANCHING

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
"Interstate Act") permits nationwide interstate banking and branching under
certain circumstances. This legislation generally authorizes interstate
branching and relaxes federal law restrictions on interstate banking. Currently,
bank holding companies may purchase banks in any state, and states may not
prohibit such purchases. Additionally, banks are permitted to merge with banks
in other states as long as the home state of neither merging bank has "opted
out." The Interstate Act requires regulators to consult with community
organizations before permitting an interstate institution to close a branch in a
low-income area.

                                        5
<PAGE>

With regard to interstate bank mergers, Washington has "opted in" to the
Interstate Act and allows in-state banks to merge with out-of-state banks
subject to certain aging requirements. Washington law generally authorizes the
acquisition of an in-state bank by an out-of-state bank through merger with a
Washington financial institution that has been in existence for at least 5 years
prior to the acquisition. With regard to interstate bank branching, out-of-state
banks that do not already operate a branch in Washington may not establish de
novo branches in Washington or establish and operate a branch by acquiring a
branch in Washington. Under FDIC regulations, banks are prohibited from using
their interstate branches primarily for deposit production. The FDIC has
accordingly implemented a loan-to-deposit ratio screen to ensure compliance with
this prohibition.

DEPOSIT INSURANCE

The deposits of the Bank are currently insured to a maximum of $100,000 per
depositor through the Bank Insurance Fund ("BIF") administered by the FDIC. All
insured banks are required to pay semi-annual deposit insurance premium
assessments to the FDIC.

The FDICIA included provisions to reform the Federal Deposit Insurance System,
including the implementation of risk-based deposit insurance premiums. The
FDICIA also permits the FDIC to make special assessments on insured depository
institutions in amounts determined by the FDIC to be necessary to give it
adequate assessment income to repay amounts borrowed from the U.S. Treasury and
other sources, or for any other purpose the FDIC deems necessary. The FDIC has
implemented a risk-based insurance premium system under which banks are assessed
insurance premiums based on how much risk they present to the BIF. Banks with
higher levels of capital and a low degree of supervisory concern are assessed
lower premiums than banks with lower levels of capital or a higher degree of
supervisory concern.

DIVIDENDS

The principal source of the Company's cash revenues is dividends received from
the Bank. The payment of dividends is subject to government regulation, in that
regulatory authorities may prohibit banks and bank holding companies from paying
dividends which would constitute an unsafe or unsound banking practice. In
addition, a bank may not pay cash dividends if that payment could reduce the
amount of its capital below that necessary to meet minimum applicable regulatory
capital requirements. Other than the laws and regulations noted above, which
apply to all banks and bank holding companies, neither the Company nor the Bank
is currently subject to any regulatory restrictions on its dividends.

CAPITAL ADEQUACY

Federal bank regulatory agencies use capital adequacy guidelines in the
examination and regulation of bank holding companies and banks. If capital falls
below minimum guideline levels, the holding company or bank may be denied
approval to acquire or establish additional banks or nonbank businesses or to
open new facilities.

The FDIC and Federal Reserve use risk-based capital guidelines for banks and
bank holding companies. These are designed to make such capital requirements
more sensitive to differences in risk profiles among banks and bank holding
companies, to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets. Assets and off-balance sheet items are
assigned to broad risk categories, each with appropriate weights. The resulting
capital ratios represent capital as a percentage of total risk-weighted assets
and off-balance sheet items. The guidelines are minimums, and the Federal
Reserve has noted that bank holding companies contemplating significant
expansion programs should not allow expansion to diminish their capital ratios
and should maintain ratios well in excess of the minimum. The current guidelines
require all bank holding companies and federally- regulated banks to maintain a
minimum risk-based total capital ratio equal to 8%, of which at least 4% must be
Tier I capital. Tier I capital for bank holding companies includes common
shareholders' equity, certain qualifying perpetual preferred stock and minority
interests in equity accounts of consolidated subsidiaries, less intangibles
except as described above.

                                        6
<PAGE>

The Federal Reserve also employs a leverage ratio, which is Tier I capital as a
percentage of total assets less intangibles, to be used as a supplement to
risk-based guidelines. The principal objective of the leverage ratio is to
constrain the maximum degree to which a bank holding company may leverage its
equity capital base. The Federal Reserve requires a minimum leverage ratio of
3%. However, for all but the most highly rated bank holding companies and for
bank holding companies seeking to expand, the Federal Reserve expects an
additional cushion of at least 1% to 2%.

FDICIA created a statutory framework of supervisory actions indexed to the
capital level of the individual institution. Under regulations adopted by the
FDIC, an institution is assigned to one of five capital categories depending on
its total risk-based capital ratio, Tier I risk-based capital ratio, and
leverage ratio, together with certain subjective factors. Institutions which are
deemed to be "undercapitalized" depending on the category to which they are
assigned are subject to certain mandatory supervisory corrective actions. the
Company does not believe that these regulations have any material effect on
their operations.

EFFECTS OF GOVERNMENT MONETARY POLICY

The earnings and growth of the Company are affected not only by general economic
conditions, but also by the fiscal and monetary policies of the federal
government, particularly the Federal Reserve. The Federal Reserve can and does
implement national monetary policy for such purposes as curbing inflation and
combating recession, but its open market operations in U.S. government
securities, control of the discount rate applicable to borrowings from the
Federal Reserve, and establishment of reserve requirements against certain
deposits, influence the growth of bank loans, investments and deposits, and also
affect interest rates charged on loans or paid on deposits. The nature and
impact of future changes in monetary policies and their impact on the Company
and the Bank cannot be predicted with certainty.

ITEM 2 - PROPERTIES

The Bank owns the property and building on which the Aberdeen, Elma, Hoquiam -
Timbermens, Lacey, Yelm, Fircrest, Eatonville, Winlock, Toledo, Montesano,
Centralia and downtown Olympia branches are situated. The Tumwater branch is
operated in a building owned by FCB which is situated on leased property. The
Hawks Prairie, Panorama City and Puyallup branches are operated in leased space.

The Lacey branch is a two story building with a basement and a drive-up, which
has approximately 17,500 square feet and is fully utilized as a branch bank,
administrative offices, operations center and data processing facility. The
Tumwater, Yelm, Eatonville, Winlock, Centralia, Aberdeen and Hoquiam branches
are single story structures with drive-up facilities. The Elma, downtown Olympia
and Montesano branches are two story structures with drive-up facilities. The
Toledo branch is a single story structure with a walk up ATM. The Fircrest
facility is an office condominium, of which the Bank occupies approximately
one-half.

ITEM 3 - LEGAL PROCEEDINGS

From time to time in the ordinary course of business, FCFG or its subsidiaries
may be involved in litigation. At the present time neither FCFG nor any of its
subsidiaries are involved in any material litigation proceeding.

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

During the fourth quarter of the year ended December 31, 1999, no matters were
submitted to the security holders through the solicitation of proxies or
otherwise.

                                        7
<PAGE>

                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

No broker makes a market in FCFG's common stock, and trading has not been
extensive. Trades that have occurred cannot be characterized as amounting to an
active market. The stock is traded by individuals on a personal basis and is not
listed on any exchange or traded on the over-the-counter market. Due to the
limited information available, the following price information may not
accurately reflect the actual market value of FCFG's shares. The following data
includes trades between individual investors and new issues of stock. It does
not include the exercise of stock options or shares issued in the acquisition of
Prairie Security Bank, nor does it include shares purchased by the Company as
discussed in Note 12 of the consolidated financial statements.

<TABLE>
<CAPTION>
                        # of Shares
         Period           Traded              Price Range
<S>                      <C>                <C>
          1996            61,036            $20.00 - $22.00

          1997            44,969            $21.00 - $24.50

          1998            75,713            $20.96 - $35.00

          1999            37,937            $23.00 - $29.75
</TABLE>

At December 31, 1999, options for 357,602 shares of FCFG common stock were
outstanding. See Note 17 of the audited financial statements for additional
information.

NUMBER OF EQUITY HOLDERS

As of December 31, 1999, there were 1,337 holders of record of FCFG's common
stock.

DIVIDENDS

Cash dividends of $ .40, $ .09 and $.09 per share were issued on April 15, 1999,
July 30, 1999 and October 30, 1999, respectively. There were no cash dividends
declared in 1998, or 1997. Stock dividends of 5% were issued on May 6, 1998 and
April 15, 1997, respectively.

Washington law limits the ability of the Bank to pay dividends to the Company.
Under these restrictions, a bank may not declare or pay any dividend in an
amount greater than its retained earnings without approval of the Division of
Banks. All of the retained earnings of FCB are available for the payment of
dividends to the Company under these restrictions, subject to the federal
capital regulations discussed above.

                                        8
<PAGE>

ITEM 6 - SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
($ in thousands, except per share data)         1999       1998        1997        1996        1995
-----------------------------------------------------------------------------------------------------
<S>                                           <C>        <C>         <C>         <C>         <C>
For the Year
     Net interest income after provision
        for credit losses                     $ 11,348   $ 14,302    $ 12,106    $  9,361    $  9,410
     Non-interest income                         4,619      4,883       4,163       1,824       1,723
     Non-interest expense and taxes             14,607     15,580      15,550       9,324      10,213
-----------------------------------------------------------------------------------------------------
Net income                                    $  1,360   $  3,605    $    719    $  1,861    $    920
-----------------------------------------------------------------------------------------------------
Per Common Share
     Basic Earnings Per Share1                $    .64   $   1.74    $   0.36    $   1.01    $   0.47
-----------------------------------------------------------------------------------------------------
Stock Dividends declared                          --            5%          5%          5%          5%
     Cash Dividends Paid                      $    .58
-----------------------------------------------------------------------------------------------------
Balance Sheet Data:
     Total Assets                             $292,773   $271,566    $294,474    $176,501    $177,832
     Long-term debt                              2,030      2,808       3,818       1,294       1,237
     Stockholders' equity                       30,618     30,341      26,165      20,919      19,240
-----------------------------------------------------------------------------------------------------
</TABLE>

    (1) Earnings per Share for all periods prior to 1997 have been restated in
connection with the adoption of SFAS 128.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Incorporated by reference to the section entitled MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS as set forth in the
2000 Annual Proxy Statement ("Proxy Statement").

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Incorporated by reference to the section entitled MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - LIQUIDITY, RATE
SENSITIVITY AND MARKET RISK as set forth in the Proxy Statement.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Audited Consolidated Financial Statements, notes, and supplementary data
called for by this item is incorporated by reference to the Proxy Statement.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Within the 24 months prior to December 31, 1999, FCFG has not changed
independent accountants, at either FCFG's election or by reason of the
accountant's resignation.

                                        9
<PAGE>

                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT

Incorporated by reference to the sections entitled ELECTION OF DIRECTORS -
INFORMATION WITH RESPECT TO NOMINEES AND DIRECTORS WHOSE TERMS CONTINUE,
MANAGEMENT, AND SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE, as set
forth in the Proxy Statement.

ITEM 11 -  EXECUTIVE COMPENSATION

Incorporated by reference to the sections entitled INFORMATION REGARDING THE
BOARD OF DIRECTORS AND ITS COMMITTEES - DIRECTOR COMPENSATION AND EXECUTIVE
COMPENSATION, as set forth in the Proxy Statement.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated by reference to the sections entitled ELECTION OF DIRECTORS -
INFORMATION WITH RESPECT TO NOMINEES AND DIRECTORS WHOSE TERMS CONTINUE, AND
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, as set forth in
the Proxy Statement.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference to the section entitled CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, as set forth in the Proxy Statement.

                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

The following exhibits are filed as part of this report:

(a)(1)       Financial Statements:

             The Audited Consolidated Financial Statements, notes, and
             supplementary data called for by this item is incorporated by
             reference to the Proxy Statement.

(a)(2)       Financial Statement Schedules.     None

(a)(3)       Exhibits.                          See separate Exhibit Index

(b)          Reports on Form 8-K.               None

(c)          Exhibits.                          See separate Exhibit Index

(d)          Financial Statement Schedules:     None

                                       10
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 23rd day of March,
2000.

                                        FIRST COMMUNITY FINANCIAL GROUP, INC.
                                                  (Registrant)

                                        By: /S/ Ken F. Parsons
                                           ------------------------------
                                           Ken F. Parsons
                                           President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on the 20th day of March, 2000.

SIGNATURES                                              TITLE


Principal Executive Officer

/s/ Ken F. Parsons                      President, Chief Executive Officer, and
-----------------------------           Chairman of the Board
Ken F. Parsons


Chief Financial and Accounting Officer

/s/ James F. Arneson                    Executive Vice President and Chief
-----------------------------           Financial Officer
James F. Arneson

/s/ E. Paul Detray                      Director
-----------------------------
E. Paul DeTray

/s/ A. Richard Panowicz                 Director
-----------------------------
A. Richard Panowicz

/s/ Patrick L. Martin                   Director
-----------------------------
Patrick L. Martin

/s/ Michael N. Murphy                   Director
-----------------------------
Michael N. Murphy

                                       11

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                    Exhibit Description
-----------                    -------------------

(3) a.      Amended and Restated Articles of Incorporation.(1)

(3) c.      Registrant's Bylaws.(2)

(10) a.     Employment contract for Ken F. Parsons.(3)

(10) b.     1992 Stock Option Plan for Non-employee Directors.(4)

(10) c.     Second Amended Non-employee Directors Stock Option Plan.(4)

(10) d.     Employee Stock Option and Restricted Stock Award Plan.(4)

(10) e.     Executive Supplemental Income Plan.(4)

(10) f.     1994 Stock Option Plan for Non-employee Directors.(5)

(10) g.     Employment contract for James F. Arneson.(7)

(10) h.     1999 Employee Stock Option and Restricted Award Plan and form
            of agreements.

(10) i.     Employee Stock Option and Restricted Stock Award Plan dated
            April 19, 1989.(4)

(21)        Subsidiaries of Registrant.

(27)        Financial Data Schedule.

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

1    Incorporated by reference to Exhibit 3 of the Registrant's Registration
     Statement on Form 10Q-SB for the quarter ended October 31, 1996.

2    Incorporated by reference to Exhibits 3 and 10 of the Registrant's
     Registration Statement on Form S-4 declared effective on November 20, 1992,
     Commission File No. 33-52556.

3    Incorporated by reference to Exhibit 10 of the Registrant's Quarterly
     Report on Form 10Q-SB for the quarter ended September 30, 1996.

4    Incorporated by reference from Exhibit 10 of Registrant's Annual Report on
     Form 10-KSB for the fiscal year ending December 31, 1992.

5    Incorporated by reference to Exhibit 10 of Registrant's Annual Report on
     Form 10-KSB for the fiscal year ending December 31, 1994.

6    Incorporated by reference to Exhibit 10 to Registrant's Annual Report on
     Form 10K-SB for the fiscal year ending December 31, 1997.

7    Incorporated by reference to Exhibit 10 to Registrant's Annual Report on
     Form 10K for the fiscal year ending December 31, 1998.


                                       12