<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 for the quarterly period ended December 31, 1999

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the
     transition period from ___________ to________________

Commission File Number: 001-15215

                           SPECTRUM BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)

                 Iowa                              42-0867112
       (State or other jurisdiction              (I.R.S. Employer
     of incorporation or organization)           Identification No.)

                    10834 Old Mill Road, Suite One, Omaha, NE
               (Address of principal executive office) (Zip code)

                                 (402) 333-8330
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 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 past 90 days. Yes |X| No |_|

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

         Class                                  Outstanding at February 11, 2000

--------------------------                      --------------------------
Common Stock, $1.00 par value                           71,607

                                                                             1
<PAGE>

                           SPECTRUM BANCORPORATION, INC.
                         INDEX TO 10-Q FOR THE QUARTERLY
                           PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
PART I:  FINANCIAL INFORMATION                                         PAGE
<S>                                                                    <C>
     ITEM 1:  FINANCIAL STATEMENTS........................................3

         Consolidated Balance Sheets at December 31, 1999 (unaudited)
         and June 30, 1999............................. ..................3

         Consolidated  Statements  of  Income  - Three  months
         ended   December 31, 1999   and   December 31, 1998
         (unaudited)......................................................4

           Consolidated  Statements  of  Income  - Six  months
         ended   December 31, 1999   and   December 31, 1998
         (unaudited)......................................................5

         Consolidated Statements of Cash Flows - Six months ended
         December 31, 1999 and December 31, 1998 (unaudited) .............6

         Notes to Consolidated Financial Statements.......................7

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

              OPERATIONS..................................................8

     ITEM 3:  Quantitative and Qualitative Disclosures about Market Risk.10

PART II: OTHER INFORMATION

     ITEM 1:  LEGAL PROCEEDINGS..........................................11

     ITEM 2:  CHANGES IN SECURITIES AND USE OF PROCEEDS..................11

     ITEM 3:  DEFAULTS UPON SENIOR SECURITIES............................11

     ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
              HOLDERS....................................................11

     ITEM 5:  OTHER INFORMATION..........................................11

     ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K...........................11

              SIGNATURES.................................................11
</TABLE>

                                                                            2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

                          SPECTRUM BANCORPORATION, INC.
                           Consolidated Balance Sheets
                        (In thousands except share data)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                    December 31,               June 30,
                                                                                        1999                     1999
                                                                                -------------------  -------------------
                                  Assets
<S>                                                                                       <C>                  <C>
Cash and due from banks                                                                    $20,359              $18,389
Federal funds sold                                                                          29,223                7,255
                                                                                -------------------  -------------------
         Total cash and cash equivalents                                                    49,582               25,644
                                                                                -------------------  -------------------

Securities available for sale                                                               97,903               91,932
Loans receivable, net                                                                      493,059              466,970
Premises and equipment, net                                                                 14,648               12,668
Other assets                                                                                15,075               13,956
                                                                                -------------------  -------------------
                                                                                          $670,267             $611,170
                                                                                ===================  ===================

                   Liabilities and Stockholders' Equity
Liabilities:
     Deposits
       Non interest bearing                                                                $54,906              $49,934
       Interest bearing                                                                    481,972              456,975
                                                                                -------------------  -------------------
         TOTAL DEPOSITS                                                                    536,878              506,909
     Federal funds purchased and securities sold
       under agreements to repurchase                                                       28,734               19,777
     Notes payable                                                                          36,050               39,024
   Company obligated mandatorily redeemable preferred securities of subsidiary
       trust holding solely junior subordinated
       debentures                                                                           20,400                    0
     Accrued interest and other liabilities                                                  6,248                6,243
                                                                                -------------------  -------------------
                                                                                           628,310              571,953
                                                                                -------------------  -------------------

Minority interest in subsidiaries                                                            2,133                2,020
                                                                                -------------------  -------------------

Commitments and contingencies

Stockholders' equity:
   Preferred stock, $100 par value; 500,000 shares
     authorized; issued and outstanding:  9,000
     shares of 8% cumulative, nonvoting; 8,000
     shares of 10% noncumulative, nonvoting                                                  1,700                1,700
   Common stock, $1.00 par value, authorized
     1,000,000 shares, issued and outstanding:
     71,607 and 71,607 shares, respectively                                                     72                   72
   Additional paid in capital                                                                1,654                1,654
   Retained earnings                                                                        37,962               34,276
   Accumulated and other comprehensive income
     (loss)                                                                                 (1,564)                (505)
                                                                                -------------------  -------------------
         Total stockholders' equity                                                         39,824               37,197
                                                                                -------------------  -------------------
                                                                                          $670,267             $611,170
                                                                                ===================  ===================
</TABLE>
                 See Notes to Consolidated Financial Statements.
                                                                             3
<PAGE>
                         SPECTRUM BANCORPORATION, INC.
                        Consolidated Statements of Income
                           For The Three Months Ended
                 (In thousands, except share and per share data)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                    December 31,         December 31,
                                                                                        1999                 1998
                                                                                 -------------------- --------------------
<C>                                                                              <C>                   <C>
Interest income on:
     Loans receivable                                                                        $10,820               $9,318
     Securities                                                                                1,407                1,594
     Federal funds sold and other                                                                414                  426
                                                                                 -------------------- --------------------
                                                                                              12,641               11,338
                                                                                 -------------------- --------------------
Interest expense on:
     Deposits                                                                                  5,395                5,044
     Borrowings                                                                                1,286                  845
                                                                                 -------------------- --------------------
                                                                                               6,681                5,889
                                                                                 -------------------- --------------------

         Net interest income                                                                   5,960                5,449
Provision for loan losses                                                                        253                  279
                                                                                 -------------------- --------------------
         Net interest income after provision for loan
           Losses                                                                              5,707                5,170
                                                                                 -------------------- --------------------
Other income:
     Service charges and other fees                                                            1,665                1,554
     Other                                                                                        75                  116
                                                                                 -------------------- --------------------
                                                                                               1,740                1,670
                                                                                 -------------------- --------------------
Other expenses:
     Salaries and employee benefits                                                            2,183                2,138
     Occupancy expense, net                                                                      489                  527
     Data processing                                                                             254                  267
     Other operating expenses                                                                  1,403                1,309
                                                                                 -------------------- --------------------
                                                                                               4,329                4,241
                                                                                 -------------------- --------------------
         INCOME BEFORE INCOME TAXES AND MINORITY
           INTEREST IN NET INCOME OF SUBSIDIARIES                                              3,118                2,599

Income tax expense                                                                             1,138                  914
                                                                                 -------------------- --------------------

         INCOME BEFORE MINORITY INTEREST IN NET
           INCOME OF SUBSIDIARIES                                                              1,980                1,685
Minority interest in net income of subsidiaries                                                   95                   97
                                                                                 -----------------------------------------

       NET INCOME                                                                             $1,885               $1,588
                                                                                 ==================== ====================

Basic earnings per common share                                                               $25.79               $21.61
                                                                                 ==================== ====================
Dividends per share declared on common stock                                                   $0.70                $0.35
                                                                                 ==================== ====================
Weighted average shares outstanding                                                           71,607               71,727
                                                                                 ==================== ====================
</TABLE>
                 See Notes to Consolidated Financial Statements.
                                                                             4
<PAGE>
                          SPECTRUM BANCORPORATION, INC.
                        Consolidated Statements of Income
                            For The Six Months Ended
                 (In thousands, except share and per share data)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                    December 31,         December 31,
                                                                                        1999                 1998
                                                                                 -------------------- --------------------
<S>                                                                                <C>                 <C>
Interest income on:
     Loans receivable                                                                        $21,378              $18,739
     Securities                                                                                2,901                3,047
     Federal funds sold and other                                                                681                  909
                                                                                 -------------------- --------------------
                                                                                              24,960               22,695
                                                                                 -------------------- --------------------
Interest expense on:
     Deposits                                                                                 10,554               10,150
     Borrowings                                                                                2,324                1,739
                                                                                 -------------------- --------------------
                                                                                              12,878               11,889
                                                                                 -------------------- --------------------

         Net interest income                                                                  12,082               10,806
Provision for loan losses                                                                        649                  503
                                                                                 -------------------- --------------------
         Net interest income after provision for loan
           losses                                                                             11,433               10,303
                                                                                 -------------------- --------------------
Other income:
     Service charges and other fees                                                            2,943                2,942
     Other                                                                                       277                  231
                                                                                 -------------------- --------------------
                                                                                               3,220                3,173
                                                                                 -------------------- --------------------

Other expenses:
     Salaries and employee benefits                                                            4,306                4,156
     Occupancy expense, net                                                                    1,000                  934
     Data processing                                                                             494                  507
     Other operating expenses                                                                  2,494                2,456
                                                                                 -------------------- --------------------
                                                                                               8,294                8,053
                                                                                 -------------------- --------------------

         INCOME BEFORE INCOME TAXES AND MINORITY
           INTEREST IN NET INCOME OF SUBSIDIARIES                                              6,359                5,423

Income tax expense                                                                             2,292                1,952
                                                                                 -------------------- --------------------

         INCOME BEFORE MINORITY INTEREST IN NET
           INCOME OF SUBSIDIARIES                                                              4,067                3,471
Minority interest in net income of subsidiaries                                                  202                  195
                                                                                 -----------------------------------------

         NET INCOME                                                                           $3,865               $3,276
                                                                                 ==================== ====================
Basic earnings per common share                                                               $52.86               $44.60
                                                                                 ==================== ====================
Dividends per share declared on common stock                                                   $1.40                $0.70
                                                                                 ==================== ====================
Weighted average shares outstanding                                                           71,607               71,727
                                                                                 ==================== ====================
</TABLE>
                 See Notes to Consolidated Financial Statements.
                                                                             5
<PAGE>
                          SPECTRUM BANCORPORATION, INC.
                      Consolidated Statements of Cash Flows
                            For The Six Months Ended
                                 (In thousands)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                    December 31, 1999    December 31, 1998
                                                                                   ------------------ --------------------
<S>                                                                                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  NET CASH PROVIDED BY OPERATING ACTIVITIES                                                   $6,278               $4,075
                                                                                   ------------------ --------------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sales and maturities of securities
   available for sale                                                                          8,753                9,387
 Purchase of securities available for sale                                                   (15,783)             (28,019)
 Net increase in loans                                                                       (28,856)              (9,901)
 Purchase of premises and equipment                                                           (2,608)              (2,123)
 Purchase of other assets                                                                          -                 (258)
                                                                                   ------------------ --------------------
  NET CASH USED IN INVESTING ACTIVITIES                                                      (38,494)             (30,914)
                                                                                   ------------------ --------------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from issuance of preferred securities                                               20,400                    -
 Net increase in deposits                                                                     29,969               32,178
 Net increase (decrease) in federal funds purchased
   and securities sold under agreements to
   repurchase                                                                                  8,957                1,520
 Proceeds from notes payable                                                                  19,850                2,008
 Principal payments on notes payable                                                         (22,824)              (3,289)
 Dividends paid, including ($23) and ($41) paid to
   minority interest, respectively                                                              (198)                (166)
                                                                                   ------------------ --------------------
   NET CASH PROVIDED BY FINANCING ACTIVITIES                                                  56,154               32,251
                                                                                   ------------------ --------------------

 NET INCREASE IN CASH AND CASH EQUIVALENTS                                                    23,938                5,412
Cash and cash equivalents:
  Beginning                                                                                   25,644               40,804
                                                                                   ------------------ --------------------
  Ending                                                                                     $49,582              $46,216
                                                                                   ================== ====================

Supplemental Disclosures of Cash Flow Information
  Cash payments for:
    Interest                                                                                 $12,053              $11,051
    Income taxes                                                                               2,235                1,427

Supplemental Schedules of Noncash Investing and
  Financing Activities
  Net change in unrealized gain/loss on securities
    available for sale                                                                        (1,059)                 351
</TABLE>

                 See Notes to Consolidated Financial Statements.
                                                                             6
<PAGE>

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     1.   Basis of presentation.

         Fiscal 1999 results have been restated to reflect the effects of a
merger between Decatur Corporation ("Decatur") and Spectrum Bancorporation, Inc.
("Spectrum") completed in the fourth quarter of fiscal 1999. Since the entities
were under common control, the merger has been accounted for at historical cost
in a manner similar to a pooling-of-interests.

         The consolidated financial statements include the accounts of the
Company and its subsidiaries. All material intercompany accounts and
transactions with subsidiaries are eliminated in consolidation.

         The consolidated subsidiaries are as follows: Spectrum Capital Trust I
(100% owned); Citizens Bank (100% owned), which is chartered in Mount Ayr, Iowa;
Citizens Bank of Princeton (100% owned), which is chartered in Princeton,
Missouri; F&M Bank (97.9% owned), which is chartered in Watertown, South Dakota;
Rushmore Bank & Trust (90% owned), which is chartered in Rapid City, South
Dakota; and Spectrum Banc Service Corporation (89% owned), a data processing
organization. Also, at December 31, 1999, Rushmore Bank & Trust owns 99% of
Ameriloan, LLC, a loan origination company, which is currently inactive.

         The June 30, 1999 consolidated balance sheet has been derived from the
audited balance sheet as of that date. The consolidated financial statements as
of December 31, 1999 and for the six and three months ended December 31, 1999
and 1998 are unaudited but include all adjustments (consisting only of normal
recurring adjustments) which the Company considers necessary for a fair
presentation of financial position and results of its operations and its cash
flows for those periods. Results for the six and three months ended December 31,
1999 are not necessarily indicative of the results to be expected for the entire
year.

     2. Earnings per common share.

         Earnings per share has been computed on the basis of weighted average
number of common shares outstanding during each period presented. Dividends
accumulated or declared on cumulative and noncumulative preferred stock, which
totaled $38,000 and $76,000 in each of the three and six months ended December
31, 1999 and 1998, reduced earnings available to common stockholders in the
computation.

     3.   Comprehensive Income.

         Comprehensive income was $1,015,000 and $1,538,000 for the three months
ended December 31, 1999 and 1998, and $2,806,000 and $3,626,000 for the six
months ended December 31, 1999 and 1998. The difference between comprehensive
income and net income presented in the Consolidated Statements of Income is
attributed solely to unrealized gains and losses on available-for-sale
securities.

     4.   Company Obligated Mandatorily Redeemable Preferred Securities of
          Subsidiary Trust Holding Solely Subordinated Debentures.

         The Company has issued 2,040,000 shares, $10 par value, of Company
Obligated Mandatorily Redeemable Preferred Securities ("Preferred Securities")
of Spectrum Capital Trust I. Distributions accumulate from August 18, 1999 and
are paid quarterly beginning October 15, 1999. Cumulative cash distributions are
calculated at a 10.0% annual rate.

         Holders of the Preferred Securities have no voting rights. The
Preferred Securities are unsecured and rank junior in priority of payment to all
of the Company's indebtedness and Senior to the calculation of Tier I capital.

         The Preferred Securities are traded on the American Stock Exchange
under the symbol "SBK PRA".

6.   Subsequent Event.

         On January 14, 2000 the Company, through a newly chartered wholly owned
bank subsidiary, acquired selected assets and assumed the FDIC insured deposits
of Hartford-Carlisle Savings Bank in Carlisle, Iowa. Liquid assets of $4,800,000
and loans of $139,000 were acquired and $70,465,624 of deposits were assumed. A
premium of $5.5 million was paid for the right to

                                                                             8
<PAGE>

assume the insured deposits. The bank was capitalized with $10 million in
paid-in capital. Cash was received from the FDIC for the deposits assumed net
of assets purchased and premium paid. The acquisition will be accounted for
under the purchase method of accounting. The acquisition was not so
significant as to require the filing of Form 8-K and related acquired company
financial statements and pro forma financial information with the Securities
and Exchange Commission. The deposit premium of $5.5 million will be
allocated to goodwill and be amortized over 15 years. Under a purchase and
assumption agreement with the FDIC the new bank has the right to purchase
certain securities and the buildings, real estate, furniture, fixtures and
equipment of the failed bank within 90 days. The acquisition cost of these
assets will be determined by independent appraisal. The bank will continue to
operate from the three existing facilities in Carlisle, Hartford and
Runnells, Iowa.

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

GENERAL

         The Company is a multi-bank holding company organized under the laws of
Iowa whose primary business is providing trust, commercial, consumer, and
mortgage banking services through its South Dakota, Missouri and Iowa based
subsidiary banks. Substantially all of the Company's income is generated from
banking operations.

         The Company's fiscal year end is June 30.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         Total average assets were $640,719,000 for the six months ended
December 31, 1999, compared to $566,481,000 for the six months ended December
31, 1998 a 13.1% increase. Average interest-earning assets were $599,398,000 for
the six months ended December 31, 1999 and $529,140,000 for the six months ended
December 31, 1998, a 13.3% increase. Assets increased during fiscal 2000 due to
internal loan growth funded by deposits received from customers.

         Total assets were $670,267,000 at December 31, 1999, an increase of
$59,097,000 from June 30, 1999. Net loans grew $26,089,000 during the first six
months of 1999 due to loan originations, net of loan repayments and charge-offs.
Loan growth was funded by an increase in deposits and additional Federal Home
Loan Bank ("FHLB") borrowings. The allowance for loan losses increased to
$6,433,000 at December 31, 1999 from $6,020,000 at June 30, 1999. The allowance
represented 1.3% of total loans as of December 31, 1999 and June 30, 1999.

         For the six months ended December 31, 1999, the Company's annualized
return on average assets ("ROA") was 1.2%, compared to 1.2% for the six months
ended December 31, 1998. Return on average common stockholders' equity ("ROE")
for the six months ended December 31, 1999 and 1998 was 20.1% and 19.7%.

         Cash and cash equivalents and investment securities totaled
$147,485,000, or 22.0% of total assets at December 31, 1999, compared to
$117,576,000, or 19.2%, at June 30, 1999.

         At December 31, 1999, the Company's leverage, Tier 1 risk-based
capital, and total risk-based capital ratios were 8.6%, 10.8%, and 13.5%
respectively, compared to minimum required levels of 4%, 4% and 8%, respectively
(subject to change and the discretion of regulatory authorities to impose higher
standards in individual cases). At December 31, 1999, the Company had
risk-weighted assets of $500,188,000.

         During the first quarter of fiscal 2000, the Company issued $20,400,000
of ("Preferred Securities".) Proceeds from the issuance were used to repay
$11,695,000 in correspondent bank debt and the remaining amount is to be used
for acquisitions and general corporate purposes.

         Management believes that cash generated from its operations, from its
Preferred Securities and from its correspondent bank facility will be sufficient
to meet its cash requirements for acquisitions, internal growth and general
operations in the foreseeable future.

                                                                             8
<PAGE>

ACQUISITION

         The Company invested $10,000,000 in a newly formed, wholly-owned bank
subsidiary which acquired selected assets and assumed insured deposits of the
failed Hartford-Carlisle Savings Bank in Carlisle, Iowa. See footnote 6 in the
accompanying notes to the consolidated financial statements. The Company
borrowed $3,000,000 and funded the remainder of the investment from liquid
resources on hand. The Company intends to actively serve the Carlisle, Hartford
and Runnells, Iowa markets. When appropriate, management intends to enter the
Des Moines, Iowa market through this subsidiary.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998

Net Interest Income

         Total interest income for the three months ended December 31, 1999 was
$12,641,000, an 11.5% increase over the three months ended December 31, 1998.
The increase was primarily the result of internal loan growth.

         Total interest expense for the three months ended December 31, 1999 was
$6,681,000, a 13.4% increase over the three months ended December 31, 1998. The
increase was the result of the issuance of Preferred Securities and an increase
in interest-bearing deposits, which was only partially offset by a reduction in
average rates paid on deposits. Average total interest-bearing liabilities
increased by $72,285,000 or 14.9% during the three months ended December 31,
1999 compared to the same period in fiscal 1999, primarily due to the increased
volume in interest-bearing deposits.

         Net interest income was $5,960,000 for the three months ended December
31, 1999, compared to $5,449,000 for the same period in 1998, an increase of
9.4%. The Company's net interest margin decreased from 4.0% for the three months
ended December 31, 1998 to 3.9% for the three months ended December 31, 1999.
The decrease in net interest margin was created by originating loans at a lower
average rate than the costs of new deposits and other borrowings.

Provisions for Loan Losses

         The provision for loan losses for the three months ended December 31,
1999, was $253,000, compared to $279,000 for the comparable 1998 period.

Other Income

         Other income for the three months ended December 31, 1999 was
$1,740,000, an increase of $70,000, or 4.2%, over the same period last year. The
increase in other income resulted from a slight increase in service charges and
other fees.

Other Expense

         Other expense for the three months ended December 31, 1999 was
$4,329,000, an increase of $88,000, or 2.1%, over the same period last year.
This increase was primarily due to increased salaries and benefits expenses and
other operating expense.

Income Tax Expense

         Income tax expense for the three months ended December 31, 1999 and
December 31, 1998 was $1,138,000 and $914,000. The effective tax rates for those
periods were 36.5% and 35.2%.

COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998

Net Interest Income

         Total interest income for the six months ended December 31, 1999 was
$24,960,000, a 10.0% increase over the six months ended December 31, 1998. The
increase was primarily the result of internal loan growth.

                                                                             9
<PAGE>

         Total interest expense for the six months ended December 31, 1999 was
$12,878,000, an 8.3% increase over the six months ended December 31, 1998. The
increase was the result of the issuance of Preferred Securities and an increase
in interest-bearing deposits, which was only partially offset by a reduction in
average rates paid on deposits. Average total interest-bearing liabilities
increased by $39,620,000 or 7.9% during the first six months of fiscal 2000
compared to the same period in fiscal 1999, primarily due to the increased
volume in interest-bearing deposits.

         Net interest income was $12,082,000 for the six months ended December
31, 1999, compared to $10,806,000 for the same period in 1998, an increase of
11.8%. The Company's net interest margin decreased from 4.1% for the six months
ended December 31, 1998 to 4.0% for the six months ended December 31, 1999. The
decrease in net interest margin was created by originating loans at a lower
average interest rate spread over the average costs of new deposits and other
borrowings.

Provisions for Loan Losses

         The provision for loan losses for the six months ended December 31,
1999, was $649,000, compared to $503,000 for the comparable 1998 period. The
increase can be attributed to the loan growth of $26,502,000 in the first half
of fiscal 2000 compared to $11,149,000 in the same period in fiscal 1999.

Other Income

         Other income for the six months ended December 31, 1999 was $3,220,000,
an increase of $47,000, or 1.5%, over the same period last year. The increase in
other income resulted from a slight increase in other fee income.

Other Expense

         Other expense for the six months ended December 31, 1999 was
$8,294,000, an increase of $241,000, or 3%, over the same period last year. This
increase was due to increases in salaries and other operating expenses.

Income Tax Expense

         Income tax expense for the six months ended December 31, 1999 and
December 31, 1998 was $2,292,000 and $1,952,000. The effective tax rates for
those periods were 36.1% and 36.0%.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Asset/liability management refers to management's efforts to minimize
fluctuations in net interest income caused by interest rate changes. This is
accomplished by managing the repricing of interest rate sensitive
interest-earning assets and interest-bearing liabilities. Controlling the
maturity or repricing of an institution's liabilities and assets in order to
minimize interest rate risk is commonly referred to as gap management. Close
matching of the repricing of assets and liabilities will normally result in
little change in net interest income when interest rates change. A mismatched
gap position will normally result in changes in net interest income as interest
rates change.

         Management regularly monitors the interest sensitivity position and
considers this position in its decisions with regard to the Company's interest
rates and maturities for interest-earning assets acquired and interest-bearing
liabilities accepted.

         There has not been a material change in the interest rate sensitivity
of the Company during the six months ended December 31, 1999.

YEAR 2000 COMPLIANCE

         There has been no material change in the Company's efforts to comply
with Year 2000 issues as reported in the June 30, 1999 Form 10-K.

                                                                            10
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS

         The Company has not been informed of any legal matters that would have
a material adverse effect on its consolidated financial condition, results of
operations or cash flows.

ITEM 2:  CHANGES IN SECURITIES AND USE OF PROCEEDS

                  None

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES

                  None

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

                  None

ITEM 5:  OTHER INFORMATION

                  None

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K

              27.  Financial Data Schedule

         (b)      REPORTS ON FORM 8-K

                  The Company filed no current reports on Form 8-K during the
                  quarter ended December 31, 1999.

                                   SIGNATURES

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

                          SPECTRUM BANCORPORATION, INC.

Date:  February 11, 2000              By: /s/ Deryl F. Hamann
                                     -----------------------------------
                                     Deryl F. Hamann, Chairman and Chief
                                     Executive Officer
                                     (Duly Authorized Representative)

(Authorized officer and principal financial officer of the registrant)



                                                                            11