<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


    X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934
          For the Quarterly Period ended September 30, 2000

    O     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: 333-6581

                         ST. JOSEPH CAPITAL CORPORATION
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           DELAWARE                                     35-1977746
---------------------------------        ---------------------------------------
(State or other jurisdiction             (I.R.S. Employer Identification Number)
of incorporation or organization)


                 3820 EDISON LAKES PARKWAY, MISHAWAKA, IN 46545
                    (Address of principal executive offices)

                                 (219) 273-9700
                           ---------------------------
                           (Issuer's telephone number)

                                       N/A
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act, 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
    -----    -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:

     1,675,112 shares of common stock, $0.01 par value per share, were
outstanding as of November 2, 2000.

     Transitional Small Business Disclosure Format (check one): Yes  X   No
                                                                    ---     ---

<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>


                                                                               PAGE
                                                                              NUMBER
                                                                              ------
                         PART I - FINANCIAL INFORMATION
<S>     <C>                                                                   <C>
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

           Condensed Consolidated Balance Sheets,
              September 30, 2000 (Unaudited), December 31, 1999
              And September 30, 1999 (Unaudited)                                  3

           Condensed Consolidated Statements of Income,
              Three Months Ended September 30, 2000 and 1999 (Unaudited)          4
              Nine Months Ended September 30, 2000 and 1999 (Unaudited)

           Condensed Consolidated Statements of Changes in Shareholders' Equity,
              Three Months Ended September 30, 2000 and 1999 (Unaudited)
              Nine Months Ended September 30, 2000 and 1999 (Unaudited)           5

           Condensed Consolidated Statements of Cash Flows,
              Nine Months Ended September 30, 2000 and 1999 (Unaudited)           6

           Notes to Condensed Consolidated Financial Statements (Unaudited)       7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                 8

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS                                                        16

ITEM 2. CHANGES IN SECURITIES                                                    16

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                          16

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                      16

ITEM 5. OTHER INFORMATION                                                        16

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                         16

SIGNATURES                                                                       17

</TABLE>


                                       2
<PAGE>   3
              ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         PART I - FINANCIAL INFORMATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                        SEPTEMBER 30,                     SEPTEMBER 30,
ASSETS                                                                      2000         DECEMBER 31,         1999
                                                                         (UNAUDITED)         1999          (UNAUDITED)
                                                                        -------------    -------------    -------------
<S>                                                                     <C>              <C>             <C>
   Cash and due from banks                                              $   8,536,263    $   5,722,712    $   7,720,718
   Interest-bearing deposits in other financial institutions-
    short-term                                                                180,849           43,403           74,397
   Federal funds sold                                                       8,100,000        7,500,000        7,200,000
                                                                        -------------    -------------    -------------
            Total cash and cash equivalents                                16,817,112       13,266,115       14,995,115
   Securities available for sale                                           22,672,852       29,675,749       27,334,155
   Federal Home Loan Bank (FHLB) stock                                        878,500          388,800          388,800
   Loans receivable, net of allowance for loan losses of
     $1,756,000 at September 30, 2000, $1,270,000 at
     December 31, 1999 and $1,100,000 at September 30, 1999               119,828,361       85,053,558       78,039,707
   Accrued interest receivable                                                967,417          998,569          686,688
   Premises and equipment, net                                              1,437,126        1,464,368        1,424,165
   Deferred and accrued income taxes, net                                     820,374             --               --
   Other assets                                                                43,045           84,928           59,383
                                                                        -------------    -------------    -------------
            Total Assets                                                $ 163,464,787    $ 130,932,087    $ 122,928,013
                                                                        =============    =============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
   Deposits
        Noninterest-bearing demand                                      $  15,662,621    $  10,217,950    $  13,725,765
        Savings, NOW and money market                                      60,252,385       51,422,001       48,292,047
        Certificates of deposit                                            46,438,910       36,601,270       27,784,369
                                                                        -------------    -------------    -------------
            Total deposits                                                122,353,916       98,241,221       89,802,181
   Securities sold under agreements to repurchase                           7,636,484        8,135,784        9,771,013
   FHLB advances                                                           15,070,000        7,500,000        6,000,000
   Accrued interest payable                                                   282,363          189,514          163,137
   Other liabilities                                                          153,920           66,558          316,218
                                                                        -------------    -------------    -------------
            Total Liabilities                                             145,494,683      114,133,077      106,052,549


SHAREHOLDERS' EQUITY
   Common stock, $.01 par value, 2,500,000 shares authorized;
        1,675,112 shares issued and outstanding at September 30, 2000
        and December 31, 1999, and 1,673,264 shares issued and
        outstanding at September 30, 1999                                      16,751           16,751           16,733
   Additional paid in capital                                              18,302,139       18,302,139       18,237,786
   Accumulated deficit                                                        (31,001)        (769,864)        (956,827)
   Accumulated other comprehensive loss, net
        of tax of ($213,190) at September 30, 2000 and
        $ -0- at December 31, 1999 and September 30, 1999                    (319,785)        (750,016)        (422,228)
                                                                        -------------    -------------    -------------
           Total shareholders' equity                                      17,968,104       16,799,010       16,875,464
                                                                        -------------    -------------    -------------
           Total liabilities and shareholders' equity                   $ 163,464,787    $ 130,932,087    $ 122,928,013
                                                                        =============    =============    =============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>   4


ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                      Three Months      Three Months     Nine Months       Nine Months
                                                          Ended            Ended            Ended             Ended
                                                      Sept 30, 2000    Sept 30, 1999    Sept 30, 2000     Sept 30, 1999
                                                      -------------    -------------    -------------     -------------
<S>                                                    <C>             <C>              <C>               <C>
Interest and dividend income
         Loans receivable, including fees               $ 2,533,092     $ 1,436,875      $ 6,538,079       $ 3,708,471
         Securities available for sale - taxable            340,632         413,095        1,173,637         1,288,717
         Securities available for sale - tax exempt           8,493            --             25,517              --
         FHLB stock                                          18,490           1,516           37,042            16,031
         Federal Funds sold                                  54,533          63,344          152,524           161,524
         Other interest earning assets                        1,585           1,676            3,899             7,007
                                                        -----------     -----------      -----------       -----------
                  Total interest and
                  dividend income                         2,956,825       1,916,506        7,930,698         5,181,750

Interest expense
         Deposits                                         1,409,991         869,001        3,696,077         2,299,726
         Federal funds purchased                             16,263            --             29,672             3,522
         Securities sold under agreements to
           repurchase                                        84,509         102,764          219,876           283,858
         FHLB advances                                      238,510          43,675          510,432           117,582
                                                        -----------     -----------      -----------       -----------
                  Total interest expense                  1,749,273       1,015,440        4,456,057         2,704,688
                                                        -----------     -----------      -----------       -----------

NET INTEREST INCOME                                       1,207,552         901,066        3,474,641         2,477,062

Provision for loan losses                                   140,000         142,325          486,000           348,325
                                                        -----------     -----------      -----------       -----------


NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                               1,067,552         758,741        2,988,641         2,128,737

Noninterest income
         Loss on sales and calls of securities
            available for sale, net                          (6,327)           --            (19,916)             --
         Other income                                        54,540          28,988          145,660            72,039
                                                        -----------     -----------      -----------       -----------
                  Total noninterest income                   48,213          28,988          125,744            72,039

Noninterest expense
     Salaries and employee benefits                         504,042         380,940        1,451,575         1,075,932
     Occupancy and equipment                                 99,057          97,870          297,711           324,354
     Other expense                                          228,216         159,680          613,788           476,459
                                                        -----------     -----------      -----------       -----------
         Total noninterest expense                          831,315         638,490        2,363,074         1,876,745
                                                        -----------     -----------      -----------       -----------

INCOME BEFORE INCOME TAX EXPENSE                            284,450         149,239          751,311           324,031

Income tax expense                                           12,636            --             12,448              --
                                                        -----------     -----------      -----------       -----------

NET INCOME                                              $   271,814     $   149,239      $   738,863       $   324,031
                                                        ===========     ===========      ===========       ===========

Basic income per common share                           $       .16     $       .12      $       .44       $       .25
                                                        ===========     ===========      ===========       ===========
Diluted income per common share                         $       .16     $       .11      $       .44       $       .25
                                                        ===========     ===========      ===========       ===========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       4


<PAGE>   5


ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                            Three Months       Three Months       Nine Months        Nine Months
                                               Ended               Ended             Ended              Ended
                                            Sept 30, 2000      Sept 30, 1999     Sept 30, 2000     Sept 30, 1999
                                               Total               Total             Total              Total
                                            Shareholders'      Shareholders'     Shareholders'     Shareholders'
                                                Equity            Equity            Equity             Equity
                                             ------------      -------------     -------------     --------------
<S>                                          <C>               <C>               <C>               <C>
BALANCE AT BEGINNING OF PERIOD:              $ 17,297,310      $ 11,051,771      $ 16,799,010      $ 11,610,845

Comprehensive income (loss):
     Net income                                   271,814           149,239           738,863           324,031

     Net change in net unrealized
       appreciation (depreciation) on
       securities available for sale, net
       of reclassification adjustments
       and tax effects                            398,980          (189,277)          430,231          (977,178)
                                             ------------      ------------      ------------      ------------

         Total comprehensive income (loss)        670,794           (40,038)        1,169,094          (653,147)

Proceeds from issuance of common
  Stock, net                                         --           5,863,731              --           5,917,766
                                             ------------      ------------      ------------      ------------
BALANCE AT END OF PERIOD:                    $ 17,968,104      $ 16,875,464      $ 17,968,104      $ 16,875,464
                                             ============      ============      ============      ============
</TABLE>



     See accompanying notes to condensed consolidated financial statements.


                                       5

<PAGE>   6

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                             Nine Months     Nine Months
                                                                Ended           Ended
                                                            Sept 30, 2000   Sept 30, 1999
                                                            -------------   --------------
<S>                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                             $    738,863    $    324,031
     Adjustments to reconcile net income to net cash
       from operating activities
         Depreciation                                            196,236         182,438
         Provision for loan loss                                 486,000         348,325
         Net amortization on securities
              available for sale                                  60,078          69,875
         Loss on sales and calls of securities
              available for sale, net                             19,916            --
         Net change in:
              Accrued interest receivable                         31,152          52,336
              Other assets                                        41,883          44,182
              Deferred and accrued income tax, net              (607,184)           --
              Accrued interest payable                            92,849          62,430
              Other liabilities                                   87,362         203,166
                                                            ------------    ------------
                      Net cash from operating activities       1,147,155       1,286,783
                                                            ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of securities available for sale                (2,448,628)     (1,514,862)
     Proceeds from sales of securities available for sale      7,928,572            --
     Proceeds from maturities and calls of securities
         available for sale                                    1,660,000       4,200,000
     Purchase of FHLB stock                                     (489,700)       (166,600)
     Net change in loans receivable                          (35,260,803)    (30,376,736)
     Purchase of premises and equipment, net                    (168,994)       (864,108)
                                                            ------------    ------------
         Net cash from investing activities                  (28,779,553)    (28,722,306)
                                                            ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net change in deposits                                   24,112,695      13,411,716
     Net change in securities sold under agreements
         to repurchase                                          (499,300)      3,382,042
     Proceeds from new FHLB advances                          11,570,000       4,000,000
     Repayment of FHLB advances                               (4,000,000)           --
     Proceeds from issuance of common stock, net                    --         5,917,766
                                                            ------------    ------------
         Net cash from financing activities                   31,183,395      26,711,524
                                                            ------------    ------------

Net change in cash and cash equivalents                        3,550,997        (723,999)

Cash and cash equivalents at beginning of period              13,266,115      15,719,114
                                                            ------------    ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $ 16,817,112    $ 14,995,115
                                                            ============    ============

Supplemental disclosures of cash flow information
     Cash paid during the period for
         Interest                                           $  4,363,208    $  2,642,258
         Income taxes                                       $    609,491            --

</TABLE>


     See accompanying notes to condensed consolidated financial statements.



                                       6
<PAGE>   7

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

         The accompanying condensed consolidated financial statements include
the accounts of St. Joseph Capital Corporation and our wholly owned subsidiary,
St. Joseph Capital Bank (the "Bank").

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions for Form 10-QSB.
Accordingly, they do not include all information and footnotes required by
generally accepted accounting principles for complete presentation of financial
statements. In the opinion of management, the unaudited condensed consolidated
financial statements contain all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation. All
significant inter-company accounts and transactions have been eliminated in
consolidation. The income reported for the periods presented is not necessarily
indicative of the results to be expected for the full year.

NOTE 2 - LOANS RECEIVABLE, NET

         Loans receivable were as follows:


<TABLE>
<CAPTION>
                                                                Sept 30,   December 31,   Sept 30,
                                                                  2000        1999          1999
                                                                --------   ------------   --------
                                                                         (In thousands)
<S>                                                            <C>          <C>          <C>
One to four family residential mortgage loans                  $  32,707    $  25,176    $  22,273
    Construction loans - residential                                 433        1,431        1,965
    Construction loans - commercial                               10,639        5,949        7,897
    Commercial and multi-family real estate loans                 38,865       27,801       26,704
    Commercial business loans                                     34,664       22,841       17,590
    Consumer loans                                                 4,298        3,161        2,752
                                                               ---------    ---------    ---------
                                                                 121,606       86,359       79,181
    Allowance for loan losses                                     (1,756)      (1,270)      (1,100)
    Net deferred loan origination fees                               (22)         (35)         (41)
                                                               ---------    ---------    ---------

                                                               $ 119,828    $  85,054    $  78,040
                                                               =========    =========    =========
</TABLE>


NOTE 3 - COMMITMENTS AND CONTINGENCIES

     Some financial instruments are used to meet client financing needs and to
reduce exposure to interest rate changes. These financial instruments include
commitments to extend credit, unused open end revolving lines of credit and
standby letters of credit. These involve, to varying degrees, credit and
interest-rate risk in excess of the amount reported in the balance sheet.



<TABLE>
<CAPTION>
     Commitments were as follows:             Sept 30,    December 31,    Sept 30,
                                                2000         1999           1999
                                            -----------   -----------   -----------
<S>                                         <C>           <C>           <C>
Commitments to extend credit                $ 7,510,000   $ 4,877,000   $ 9,237,000
Unused open end revolving lines of credit    45,563,000    38,219,000    27,868,000
Standby letters of credit                     2,742,000     2,736,000     2,204,000

</TABLE>


     Commitments to extend credit are agreements to lend to a client as long as
there is no violation of any condition established in the commitment, and
generally have fixed expiration dates. Standby letters of credit are conditional
commitments to guarantee a client's performance to a third party. Exposure to
credit loss if the other party does not perform is represented by the
contractual amount of these items. Collateral or other security is normally not
obtained for these financial instruments prior to their use, and many of the
commitments are expected to expire without being used.


                                       7
<PAGE>   8
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE 4 - ALLOWANCE FOR LOAN LOSSES

         Activity in the allowance for loan losses at nine months ended
September 30, 2000 and 1999 was as follows:


<TABLE>
<CAPTION>
                            Sept 2000    Sept 1999
                            ----------   ----------
<S>                         <C>          <C>
Beginning balance           $1,270,000   $  751,675
Provision for loan losses      486,000      348,325
Recoveries                        --           --
Charge-offs                       --           --
                            ----------   ----------

Ending balance              $1,756,000   $1,100,000
                            ==========   ==========
</TABLE>


         At September 30, 2000 and 1999 and December 31, 1999 no portion of the
allowance for loan losses was allocated to impaired loan balances as there were
no loans considered impaired.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion provides additional information regarding our
operations for the three and nine month periods ended September 30, 2000 and
1999 and financial condition as of September 30, 2000, September 30, 1999 and
December 31, 1999. This discussion should be read in conjunction with our
consolidated financial statements and the accompanying notes thereto and other
information in our 1999 Form 10-KSB.

                                    OVERVIEW

         St. Joseph Capital Corporation was formed in February 1996 for the
purpose of organizing the Bank. The Bank opened in February 1997 with $10.0
million in assets and the Company grew to approximately $163.5 million in assets
as of September 30, 2000. We expect continued opportunities for growth, even
though the rate of growth will probably be slower than we have experienced to
date.

         On September 10, 1999, we completed a rights offering during which
390,581 shares of our common stock were sold at $15.50 per share, resulting in
gross proceeds of $6.1 million. We used approximately $5.5 million of the
proceeds from the rights offering to provide additional capital to the Bank.

         We reported earnings of $271,814 or $.16 basic and diluted income per
common share for the three month period ended September 30, 2000 as compared to
a net income of $149,239 or $.12 basic and $.11 diluted income per common share
for the same period in 1999. For the nine month period ended September 30, 2000,
net income was $738,863 or $.44 basic and diluted income per common share
compared to $324,031 or $.25 basic and diluted income per common share for the
same period in 1999. For all periods involved, the increase resulted primarily
from increased net interest income as a result of the growth in the loan
portfolio. During the three and nine month periods ending September 30, 2000, we
recorded our first tax expense of $12,636 for the three months ended September
30, 2000 and $12,448 for the nine months ended September 30, 2000. In future
quarters, we anticipate to continue to record income tax expense.

         Our results of operations are dependent primarily on net interest
income, which is the difference between the interest earned on loans and
securities and the interest paid on deposits and borrowings. Our operating
results are also affected by sources of noninterest income, including service
charge fees on deposit accounts and other miscellaneous fees. Our operating
expenses include salaries and employee benefits, occupancy and equipment expense
and other noninterest expenses. Our operating results are also affected by
economic and competitive conditions, particularly changes in interest rates,
government policies and actions of regulatory authorities. The majority of our
loan portfolio is invested in commercial loans. Deposits from commercial clients
represent a significant funding source as well.

         We have added employees and equipment to accommodate historical growth
and anticipated growth. As such, overhead expenses have had a significant impact
on earnings. Our primary challenge currently, from a profitability standpoint,
is to increase our net interest income. Additional growth will enable us to
continue to increase net interest income.


                                       8
<PAGE>   9
                                BUSINESS STRATEGY

         We concentrate on the financial services needs of individuals and local
businesses. A cornerstone of our business strategy is to emphasize our local
management and our commitment to the market area. We also expect to establish a
high standard of quality in each service we provide, and our employees are
expected to emphasize service in their dealings with clients. We believe that
the use of state-of-the-art technology will permit each employee to devote more
time and attention to personal service, respond more quickly to a client's
requests and deliver services in the timeliest manner possible.

         Our goal is to create a "client-driven" organization focused on
providing high value to clients by promptly delivering products and services
matched directly to their needs. We expect to gain market share by developing
strong ties to our community. In this regard, most of our directors currently
hold, and have held in the past, leadership positions in a number of community
organizations, and intend to continue this active involvement in future years.
Other members of the management team will also be encouraged to volunteer for
such positions. Additionally, employees are expected to be active in the civic,
charitable and social organizations located in the Michiana area.

         The Bank offers a broad range of deposit services, including checking
accounts, money market accounts, savings accounts and time deposits of various
types, as well as a full range of short to intermediate term personal and
commercial loans. The Bank makes personal loans directly to individuals for
various purposes, including purchases of automobiles, boats and other
recreational vehicles, home improvements, education and personal investments.
The Bank makes residential mortgage loans and substantially all of such loans
are retained by the Bank and consist of balloon payment, adjustable and fixed
rate mortgages. The Bank also offers other services, including credit cards,
cashiers checks, traveler's checks and automated teller access.

         Our market area is competitive and contains numerous commercial banks,
savings and loans and credit unions. We also face competition from finance
companies, insurance companies, mortgage companies, securities brokerage firms,
money market funds, loan production offices and other providers of financial
services. Most competitors have been in business for many years, have
established client bases, are substantially larger, have substantially larger
lending limits than ours and can offer certain services, including multiple
branches and international banking services, that we will be able to offer only
through correspondent banks, if at all. In addition, most of these entities have
greater capital resources than ours, which among other things may allow them to
price their services at levels more favorable to clients and to provide larger
credit facilities than we could.

                               PLAN FOR OPERATION

         Our plan of operation is centered on the growth of the Bank. The
primary operation of the Bank is to accept deposits and make loans. General
economic conditions, the monetary and fiscal policies of federal agencies and
the regulatory policies of agencies that regulate financial institutions affect
our operating results. Interest rates on competing investments and general
market rates of interest influence our cost of funds. Client and commercial
demand influence lending activities, which in turn are affected by the interest
rates at which such loans are made, general economic conditions and the
availability of funds for lending activities.

                           FORWARD-LOOKING STATEMENTS

         When used in this Form 10-QSB, the words or phrases "will likely
result", "are expected to", "will continue", "is anticipated", "estimated",
"project", or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties
including changes in economic conditions in our market area, changes in policies
by regulatory agencies, fluctuations in interest rates, demand for loans in our
market area and competition, that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as to the date made. We wish to
advise readers that the factors listed above could affect our financial
performance and could cause our actual results for future periods to differ
materially from any opinions or statements expressed with respect to future
periods in any current statements.

         We do not undertake, and specifically disclaim any obligation to
subsequently update or revise any forward-looking statements contained in this
report after the date of the report.


                                       9
<PAGE>   10


                              RESULTS OF OPERATIONS

                 THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
          COMPARED WITH THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999

         OVERVIEW. Consolidated net income for the nine-month period ended
September 30, 2000 was $738,863 as compared to a $324,031 for the same period in
1999 for an increase of $414,832 or 128.0%. Income per common share for the
first nine months of 2000 increased to $.44 basic and diluted from a basic and
diluted income per common share of $.25 for the nine months of 1999. Net income
for the three-month period ended September 30, 2000 was $271,814 as compared to
$149,239 for the same period in 1999 for an increase of $ 122,575 or 82.1%.
Income per common share for the three-month period ended September 30, 2000
increased to $ .16 basic and diluted from a basic of $.12 and diluted income per
common share of $.11 for the three months ended September 30, 1999. The increase
in net income for the nine-month period was comprised of increases in both net
interest income after provision for loan losses of $859,904 and noninterest
income of $53,705 reduced by an increase in noninterest expense of $486,329. The
increase in net income for the three-month period was also comprised of
increases in both net interest income after provision for loan losses of
$308,811 and noninterest income of $19,225 reduced by an increase in noninterest
expense of $192,825.

         NET INTEREST INCOME. Net interest income for the nine months ended
September 30, 2000 and 1999, amounted to $3.5 million and $2.5 million,
respectively, and for the three months ended September 30, 2000 and 1999, net
interest income amounted to $1.2 million and $0.9 million, respectively. Net
interest income represented the difference between interest income earned on
interest earning assets and interest expense on interest bearing liabilities.
The margin at September 30, 2000 was 3.42% compared to 3.57% at September 30,
1999.

         Interest income increased by $2.7 million, from $5.2 million for the
nine-month period ended September 30, 1999 to $7.9 million for the nine-month
period ended September 30, 2000 and for the three months ended September 30,
2000 and 1999, interest income increased by $1.1 million, from $1.9 million to
$3.0 million, respectively. The 53.1% and 54.3% rise in interest income for the
nine months ended and the three months ended September 30, 2000 as compared to
the similar periods in 1999 was attributable to greater average outstanding
balances in interest earning assets, principally loans receivable. Interest
income should continue to grow as the loan portfolio and other interest earning
assets increase.

         Interest expense increased by $1.8 million, from $2.7 million for the
nine-month period ended September 30, 1999 to $4.5 million for the nine-month
period ended September 30, 2000 and for the three months ended September 30,
2000 and 1999, interest expense increased by $0.7 million, from $1.0 million to
$1.7 million, respectively. The 64.8% and 72.3% rise in interest expense for the
nine months ended and the three months ended September 30, 2000 as compared to
the similar periods in 1999 was primarily attributable to greater average
outstanding balances in interest bearing liabilities as well as the
competitiveness of the local market on deposit pricing. Interest expense should
also continue to increase as deposits and Federal Home Loan Bank advances and
other borrowings grow.

         PROVISION FOR LOAN LOSSES. The provision for loan losses is established
based on factors such as the local and national economy and the risk associated
with the loans in the portfolio. The provision for loan losses was $486,000 for
the nine-month period ended September 30, 2000 compared to $348,325 in the same
period in 1999. For the three months ended September 30, 2000, the provision for
loan losses was $140,000 compared to $142,325 in the same period of 1999. At
September 30, 2000, the allowance for loan losses was $1,756,000 or 1.44% of
total loans receivable compared to $1,100, 000 or 1.39% at September 30, 1999.
The increase in the allowance for loan losses is a result of the growth of the
loan portfolio. The increase in the percentage of allowance for loan losses to
total loans receivable between periods is a result of management's risk
assessment of the portfolio. The risk assessment is based on numerous
statistical factors including the specific asset class of each loan (i.e.
commercial, residential or consumer), the internal risk rating of each loan,
specific industry concentrations, an assessment for large dollar and unsecured
loans and specific reserves for watchlist credits.

         We have not experienced any charge-offs of loans receivable since
inception. At September 30, 2000, no portion of the allowance for loan losses
was allocated to impaired loan balances, as there were no loans considered
impaired. Loan impairment is reported when full payment under the loan terms is
not expected. Impairment is evaluated in total for smaller-balance loans of a
similar nature such as residential mortgage, consumer and credit card loans, and
on an individual loan basis for other loans. If a loan is impaired, a portion of
the allowance is allocated so that the loan is reported, net, at the present
value of estimated future cash flows using the loan's existing rate, or at the
fair value of collateral if repayment is expected solely from the collateral.
Loans receivable are evaluated for impairment when payments are delayed,
typically 90 days or more, or when it is probable that all principal and
interest amounts will not be collected according to the original terms of the
loan.


                                       10
<PAGE>   11


         Management allocated approximately 68% of the allowance for loan losses
to commercial loans, 10% to residential real estate mortgage loans and 8% to
installment loans at September 30, 2000, leaving 14% unallocated. There were no
non-performing loans at September 30, 2000. Management believes the allowance
for loan losses at September 30, 2000 was adequate to absorb existing losses in
the loan portfolio.

         NONINTEREST INCOME. Noninterest income increased by $53,705, from
$72,039 for the nine-month period ended September 30, 1999 to $125,744 for the
nine-month period ended September 30, 2000. For the three-month period ended
September 30, 2000, noninterest income increased by $19,225, from $28,988 for
1999 to $48,213 in 2000. Other income during all periods of 2000 and 1999
consisted of income from depository account service fees and other miscellaneous
fees. For the nine-month period ended September 30, 2000, noninterest income was
reduced by the loss from the sale of securities available for sale of $(19,916).
Thus, the increases in total noninterest income in both periods was primarily
due to increases in depository account service fees and other miscellaneous
fees.

         NONINTEREST EXPENSE. The main components of noninterest expense were
primarily salaries and employee benefits, occupancy and equipment, professional
fees and data processing fees for both nine-month periods. Noninterest expense
for the nine months ended September 30, 2000 was $2,363,074 as compared to
$1,876,745 for the same period in 1999, an increase of $486,329. Management
continues to control overhead expenses without impairing the quality of service
provided to clients.

<TABLE>
<CAPTION>
                                                                       Nine Months Ended September 30,

                                                              2000          1999        $ Change      % Change
                                                              ----          ----        --------      --------
<S>                                                     <C>              <C>            <C>          <C>
     Salaries and employee benefits                     $  1,451,575    $ 1,075,932   $ 375,643        34.91%
     Occupancy and equipment expense                         297,711        324,354     (26,643)       (8.21)
     Advertising and promotion                                69,526         34,550      34,976       101.23
     Data processing                                         139,189        104,048      35,141        33.77
     Printing, postage, stationery and supplies               47,916         46,404       1,512         3.26
     Professional fees                                        92,145         69,959      22,186        31.71
     Other                                                   265,012        221,498      43,514        19.65
                                                         -----------     ----------  -----------
                                                          $2,363,074    $ 1,876,745   $ 486,329        25.91
                                                          ==========  =============  ===========
</TABLE>

     Salaries and employee benefits experienced the most significant dollar
increase of any noninterest expense component. For the nine months ended
September 30, 2000, total salaries and employee benefits were $1,451,575
compared to $1,075,932 for the nine months ended September 30, 1999. For the
three months ended September 30, 2000, salaries and employee benefits was
$504,042 compared to $380,940 for the same period in 1999. The change in both
periods was primarily attributable to the increase in the number of employees
from 27 at September 30, 1999 to 33 at September 30, 2000, as well as merit and
cost of living raises.

     Advertising and promotion expense experienced the largest single percentage
increase within the noninterest expense category. For the nine months ended
September 30, 2000 and September 30, 1999, advertising and promotion expense
increased to $69,526 or $34,976 over the nine-month period in 1999 of $34,550.
The change was primarily attributable to the increase in advertising and
promotional expenses associated with attracting new clients as well as retaining
existing clients.

     The reduction in our occupancy and equipment expense was a result of
purchasing our headquarters building in May, 1999, eliminating the bank building
lease expense. The increase in data processing continues to be associated with
the growth in the number of account holders as well as the development of new
products such as Premierecom, our secure internet banking application. The
increase in professional fees and other noninterest expenses is a result of the
growth in the size of the Bank.

     INCOME TAXES. We have utilized our entire net operating loss carry forward
and have shown adequate profitability to warrant recording our net deferred tax
assets.  Consequently, we reversed all of the remaining $261,000 valuation
allowance for deferred tax assets during the nine months ending September 30,
2000. As we continue to be profitable, we will continue to report net tax
expense.

                                       11
<PAGE>   12

                               FINANCIAL CONDITION

 SEPTEMBER 30, 2000 COMPARED WITH THE DECEMBER 31, 1999 AND SEPTEMBER 30, 1999

         Our total assets increased by $32.6 million or 24.8% and $40.6 million
or 33.0% to $163.5 million at September 30, 2000 from $130.9 million at December
31, 1999 and $122.9 million at September 30, 1999. The growth during all periods
primarily resulted from an increase in the loan portfolio funded primarily by
deposits received from clients and by FHLB advances. The largest increase in our
balance sheet as of September 30, 2000 as compared to December 31, 1999 and
September 30, 1999 was in the loan portfolio.

         CASH AND CASH EQUIVALENTS. Cash and cash equivalents increased by $3.5
million or 26.8% and $1.8 million or 12.2% to $16.8 million at September 30,
2000 from $13.3 and $15.0 million at December 31, 1999 and September 30, 1999.
Cash and due from banks represented cash maintained at correspondent banks in
the form of demand deposits as well as cash maintained at the Federal Reserve
Bank of Chicago. Federal funds sold are inter-bank funds with daily liquidity.
At September 30, 2000, we had $8,100,000 invested into federal funds. This
amount increased by $.6 million and $.9 million from $7.5 million and $7.2
million at December 31, 1999 and September 30, 1999. The increase in federal
funds sold was a result of increased deposit growth, Federal Home Loan Bank
advances as well as maturities and sales of securities available for sale all of
which was to fund the growth in the loan portfolio.

         INVESTMENT PORTFOLIO. Securities available for sale and FHLB stock
totaled $23.6 million at September 30, 2000, which represented a decrease of
$6.5 million or 21.7% and $4.1 million or 15.0% from $30.1 million at December
31, 1999 and $27.7 at September 30, 1999. The decrease was a result of sales of
securities available for sale to fund increased loan demand as well as normal
maturities.

         All securities have been classified as available for sale. Available
for sale securities represent those securities which we may decide to sell if
needed for liquidity, asset/liability management or other reasons. Such
securities are reported at fair value with unrealized gains and losses included
as a separate component of shareholders' equity, net of tax. The unrealized loss
on the securities portfolio, net of taxes was $(319,785), ($750,016) and
($422,228) at September 30, 2000, December 31, 1999 and September 30, 1999.

         LOAN PORTFOLIO. Loans receivable net of allowance for loan losses
increased by $34.7 million or 40.9% and $41.8 million or 53.6% to $119.8 million
at September 30, 2000 from $85.1 million and $78.0 million at December 31, 1999
and September 30, 1999. The increase was largely attributable to our officer
calling program.

         Management believes the allowance for loan losses at September 30, 2000
is adequate to absorb losses on outstanding loans, as the allowance balance is
maintained by management at a level considered adequate to cover losses that are
currently anticipated based on past loss experience, general economic
conditions, information about specific borrower situations including their
financial position and collateral values, and other factors and estimates which
are subject to change over time.

         The allowance for loan losses balance and the provision for loan losses
are determined by management based upon periodic reviews of the loan portfolio.
In addition, management considers the level of charge-offs on loans as well as
the fluctuations of charge-offs and recoveries on loans, including the factors
which caused these changes. Estimating the risk of loss and the amount of loss
is necessarily subjective. Accordingly, the allowance is maintained by
management at a level considered adequate to cover losses that are currently
anticipated based on past loss experience, general economic conditions,
information about specific borrower situations including their financial
position and collateral values and other factors and estimates which are subject
to change over time.

         While management's periodic analysis of the adequacy of the allowance
for loan losses may allocate portions of the allowance for specific problem loan
situations, the entire allowance is available for any loan charge-offs that
occur.

         OTHER ASSETS. Premises and equipment decreased by (1.9)% and increased
by .9% to $1,437,126 at September 30, 2000 from $1,464,368 and $1,424,165 at
December 31, 1999 and September 30, 1999. The decrease from December 31, 2000,
was due to a reduction in the amount of new technology needed to operate the
Bank. The increase from September 30, 1999 was primarily the result of
purchasing additional technology to further enhance our ability to meet the
needs of our clients.

         Accrued interest receivable on loans, securities and interest bearing
cash accounts decreased by (3.1)% and

                                       12
<PAGE>   13
increased by 40.9% to $967,417 at September 30, 2000 from $998,569 and $686,688
at December 31, 1999 and September 30, 1999. The increase from September 30,
1999 was primarily due to greater average outstanding balances in interest
earning assets, mainly loans. The decrease from December 31, 1999 was
attributable to the reduction in accrued interest receivables in the investment
portfolio due to maturities and sales of securities available for sale and
normal semi-annual coupon payments.

         Other assets as of September 30, 2000, December 31, 1999 and September
30, 1999 totaled $43,045, $84,928 and $59,383, respectively. Other assets
consist primarily of prepaid equipment maintenance contracts.

         DEPOSITS. Deposits increased by $24.2 million or 24.5% and $32.6
million or 36.2% to $122.4 million at September 30, 2000 from $98.2 million and
$89.8 million at December 31, 1999 and September 30, 1999. We do not accept
brokered certificates of deposit. The increase in deposits for these periods was
a result of periodic aggressive pricing programs for deposits, ongoing marketing
efforts and the hiring of new personnel. Management also believes the increase
was a reaction by clients to the acquisitions and mergers of local banks by
transferring their financial business to community banks that have the ability
to offer more personalized service.

         SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE. Securities sold under
agreements to repurchase decreased $.5 million and $2.2 million from $8.1
million and $9.8 million as of December 31, 1999 and September 30, 1999 to $7.6
million as of September 30, 2000. Though short-term in nature, securities sold
under agreements to repurchase have been and continue to be a stable source of
funds.

         FHLB ADVANCES. As a result of our membership in the Federal Home Loan
Bank of Indianapolis, we have the ability to borrow for short or long-term
purposes under a variety of programs. FHLB advances increased by $7.6 million
and $9.1 million to $15.1 million as of September 30, 2000 from $7.5 million and
$6.0 million at December 31, 1999 and September 30, 1999. As of September 30,
2000, the Bank held $878,500 of FHLB stock. The increases primarily resulted as
we used FHLB advances for loan funding and general liquidity purposes.

         OTHER LIABILITIES. Accrued interest payable increased by $92,849 or
49.0% and $119,226 or 73.1% to $282,363 at September 30, 2000 from $189,514 and
$163,137 at December 31, 1999 and September 30, 1999. The increases were
primarily due to greater average outstanding balances in interest bearing
liabilities.

         Other liabilities increased by $87,362 or 131.3% and decreased by
$(162,298) or (51.3)% to $153,920 as of September 30, 2000 from $66,558 and
$316,218 as of December 31, 1999 and September 30, 1999. Other liabilities were
comprised of unpaid amounts for various products and services used in operating
the Bank and meeting the needs of our clients.

CAPITAL RESOURCES

         The accumulated deficit decreased by $738,863 or 96.0% to $ (31,001) as
of September 30, 2000 from $(769,864) as of December 31, 1999 and $925,826 or
96.8% from $(956,827) as of September 30, 1999. The decreases reflect net income
for the nine and the twelve-month periods ended September 30, 2000.

         Accumulated other comprehensive loss, net of tax from net unrealized
losses on securities available for sale, was $(319,785) as of September 30, 2000
as compared to $(750,016) and $(422,228) as of December 31, 1999 and September
30, 1999. The improvement since September 30, 1999 was attributable to a
decrease in fair value of the securities available for sale due to rising
interest rates offset by recognizing the tax benefit for the net unrealized
losses during the three months ended September 30, 2000 due to the reversal of
the deferred tax asset valuation allowance. The improvement since December 1999
was attributable to the increase in fair value of the securities available for
sale due to declining interest rates.

         Total shareholders' equity was $18.0 million as of September 30, 2000,
an increase of $1.2 million from $16.8 million as of December 31, 1999 and $1.1
million from $16.9 million as of September 30, 1999. The increase resulted from
the increase in the net income for the periods, offset by the net changes in the
net unrealized loss on securities available for sale, net of tax.

                                       13
<PAGE>   14


         The components of total risk-based capital are Tier 1 capital and Tier
2 capital. Tier 1 capital is total shareholders' equity less intangible assets.
Tier 2 capital is Tier 1 capital plus a portion of the allowance for loan
losses. The allowance for loan losses is includable in Tier 2 capital up to a
maximum of 1.25% of risk weighted assets. The net unrealized appreciation
(depreciation) on securities available for sale, net of tax, is not considered
in meeting regulatory capital requirements. The following table provides the
minimum regulatory capital requirements and the actual capital ratios at
September 30, 2000:

<TABLE>
<CAPTION>

                                                                      Minimum Required To Be
                                          Minimum Required For         Well Capitalized Under     Corporation's
                                              For  Purposes          Prompt Corrective Action        Capital         Bank's Capital
    September 30, 2000                      Capital Adequacy               Regulations                Ratio              Ratio
----------------------------------       ----------------------      -------------------------    -------------      --------------
<S>                                      <C>                         <C>                          <C>                 <C>

Ratio of Total Capital to Risk
   Weighted Assets                                 8.0%                        10.0%                   15.9%              14.1%
Ratio of Tier 1 Capital to Risk
   Weighted Assets                                 4.0%                         6.0%                   14.7%              12.9%
Ratio of Tier 1 Capital to Average
   Assets                                          4.0%                         5.0%                   11.6%              10.8%

</TABLE>



         The Bank and the Corporation exceeded the applicable minimum regulatory
capital requirements at September 30, 2000 and were considered to be well
capitalized.

         Restrictions exist regarding the ability of the Bank to transfer funds
to the Corporation in the form of cash dividends, loans or advances. No cash or
other dividends were declared or paid during the three-month periods or the nine
month periods ended September 30, 2000 and 1999.

         As of September 30, 2000, management was not aware of any current
recommendations by the banking regulatory authorities which, if they were to be
implemented, would have, or are reasonably likely to have, a material adverse
effect on our liquidity, capital resources or operations.

                           ASSET/LIABILITY MANAGEMENT

                                    LIQUIDITY

         Liquidity relates primarily to our ability to fund loan demand, meet
deposit clients' withdrawal requirements and provide for operating expenses.
Assets used to satisfy these needs consist of cash and due from banks, federal
funds sold, interest bearing deposits in other financial institutions and
securities available for sale. These assets are commonly referred to as liquid
assets. Liquid assets were $39.5 million at September 30, 2000 compared to $42.9
million at December 31, 1999 and $42.3 million at September 30, 1999. Liquidity
levels decreased due to the loan portfolio growing at a faster pace than the
deposit portfolio.

         The statements of cash flows for the periods presented provide an
indication of our sources and uses of cash as well as an indication of our
ability to maintain an adequate level of liquidity. A discussion of the
statements of cash flows for the nine-month periods ended September 30, 2000 and
1999 follows.

         During both periods presented, we experienced a net increase in cash
from operating activities. Net cash from operating activities was $1.1 million
during the nine months ended September 30, 2000 compared to $1.3 million for the
same period in 1999. The increase in cash from operating activities was
primarily a result of our ability to generate an operating profit of $.7 million
for the nine months ended September 30, 2000 compared to a net operating profit
of $.3 million for the same period in 1999.

         For both periods presented, we experienced a net decrease in net cash
from investing activities. Net cash from investing activities was $(28.8)
million and $(28.7) million for the nine months ended September 30, 2000 and
1999, respectively. The changes in net cash from investing activities include
purchases, sales, maturities and calls of securities available for sale, growth
in loans receivable and purchases of premises and equipment.


         Net cash flow from financing activities was $31.2 million and $26.7
million for the periods ended September 30,

                                       14
<PAGE>   15


2000 and 1999, respectively. In 2000, the increase was primarily attributable to
the growth in total deposits and Federal Home Loan Bank advances of $24.1
million and $7.6 million, respectively. In 1999 the increase was primarily
attributable to the growth in deposits, securities sold under agreements to
repurchase and Federal Home Loan Bank advances and proceeds from the issuance of
common stock of $13.4 million, $3.4 million, $4.0 million and $5.9 million,
respectively.

                       MANAGEMENT OF INTEREST SENSITIVITY

         A number of measures are used to monitor and manage interest rate risk,
including income simulation, economic value of equity analysis and interest
sensitivity (GAP) analysis. An income simulation model is management's primary
tool used to assess the direction and magnitude of variations in net interest
income resulting from changes in interest rates. Key assumptions in the model
include repayment speeds on various loan and investment assets; cash flow and
maturities of financial instruments held for purposes other than trading;
changes in market conditions, loan volumes, and pricing; deposit sensitivity;
client preferences; and management's capital plans. These assumptions are
inherently uncertain, subject to fluctuations and revision in a dynamic
environment and as a result, the model cannot precisely estimate net interest
income or exactly predict the impact of higher or lower interest rates on net
interest income. Actual results will differ from simulated results due to
timing, magnitude, and frequency of interest rate changes and changes in market
conditions and management strategies, among other factors.

         Results of the simulation done as of September 30, 2000, suggest that
we could expect net interest income to increase by approximately $316,000, if
interest rates gradually decline by 100 basis points over the next twelve
months, and to decrease approximately $192,000, if interest rates gradually
increase 100 basis points over the next twelve months, from forecast levels of
net interest income absent any changes in rates. These variances in net interest
income were within our policy parameters established to manage interest rate
risk. In addition to changes in interest rates, the level of future net interest
income is also dependent on a number of other variables, including growth,
composition and absolute levels of deposits, loans, and other earning assets and
interest bearing liabilities, economic and competitive conditions, client
preference and other factors.

         Results of the economic value of equity analysis done as of September
30, 2000, suggest that we could expect the value of our equity to be increased
by .40% and .92%, if there was an immediate interest rate shift upward of 100
and 200 basis points and to decrease (1.50)% and (5.43)%, if there was an
immediate interest rate shift downward of 100 and 200 basis points.

         Austin Advisors, Inc., a firm specializing in consulting and providing
assistance to banks, performs a formal asset/liability management analysis on a
monthly basis.  This information is presented and reviewed by the
Asset/Liability Committee.

                    IMPACT OF INFLATION AND CHANGING PRICES

         The majority of our assets and liabilities are monetary in nature and
therefore we differ greatly from most commercial and industrial companies that
have significant investments in fixed assets or inventories. However, inflation
does have an important impact on the growth of total assets in the banking
industry and the resulting need to increase equity capital at higher than normal
rates in order to maintain an appropriate equity to assets ratio. Inflation
significantly affects noninterest expense, which tends to rise during periods of
general inflation.

                         RECENT REGULATORY DEVELOPMENTS

         The Gramm-Leach-Bliley Act (the "Act"), which was enacted in November,
1999, allows eligible bank holding companies to engage in a wider range of
nonbanking activities, including greater authority to engage in securities and
insurance activities. Under the Act, an eligible bank holding company that
elects to become a financial holding company may engage in any activity that the
Board of Governors of the Federal Reserve System (the "Federal Reserve"), in
consultation with the Secretary of the Treasury, determines by regulation or
order is financial in nature, incidental to any such financial activity, or
complementary to any such financial activity and does not pose a substantial
risk to the safety or soundness of depository institutions or the financial
system generally. National banks are also authorized by the Act to engage,
through "financial subsidiaries," in certain activity that is permissible for
financial holding companies (as described above) and certain activity that the
Secretary of the Treasury, in consultation with the Federal Reserve, determines
is financial in nature or incidental to any such financial activity.

                                       15
<PAGE>   16


         Although various bank regulatory agencies have issued regulations as
mandated by the Act, except for the jointly issued privacy regulations, the Act
and its implementing regulations have had little impact on the daily operations
of the Company and the Bank and, at this time, it is not possible to predict the
impact the Act and its implementing regulations may have on the Company or the
Bank. As of the date of this filing, the Company has not applied for or received
approval to operate as a financial holding company. In addition, the Bank has
not applied for or received approval to establish any financial subsidiaries.
Less than 10% of all bank holding companies have elected to become financial
holding companies.

                        RECENT ACCOUNTING PRONOUNCEMENTS

         SFAS No. 133 Accounting for Derivative Instruments and Hedging
Activities, as amended by SFAS No. 137 and 138, requires derivative instruments
be carried at fair value on the balance sheet. The statement continues to allow
derivative instruments to be used to hedge various risks and sets forth specific
criteria to be used to determine when hedge accounting can be used. The
statement also provides for offsetting changes in fair value or cash flows of
both the derivative and the hedged asset or liability to be recognized in
earnings in the same period; however, any changes in fair value or cash flow
that represent the ineffective portion of a hedge are required to be recognized
in earnings and cannot be deferred. For derivative instruments not accounted for
as hedges, changes in fair value are required to be recognized in earnings. The
adoption of this statement on January 1, 2000 is not expected to have a material
effect on the consolidated financial statements.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         As a depository of funds, the Bank may occasionally be named as a
defendant in lawsuits (such as garnishment proceedings) involving claims to the
ownership of funds in particular accounts. Such litigation is incidental to the
Bank's business.

         We are not aware of any pending litigation.

ITEM 2.  CHANGES IN SECURITIES

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits
                  (27)     Financial Data Schedule

         (b)      Reports on Form 8-K
                  None.

                                       16
<PAGE>   17



                                   SIGNATURES

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

                                                  ST. JOSEPH CAPITAL CORPORATION
                                                  (Registrant)


Date:  November 14, 2000                          /s/ John W. Rosenthal
                                                  ---------------------------
                                                  John W. Rosenthal
                                                  President

Date:  November 14, 2000                          /s/ Edward R. Pooley
                                                  ---------------------------
                                                  Edward R. Pooley
                                                  Principal Financial Officer

                                       17