First Bancorp Inc · 10KSB · For 12/31/99

Filed On 3/23/00   ·   SEC File 333-72049   ·   Accession Number 896595-0-5

Annual Report -- Small Business   ·   Form 10-KSB
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Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       First Bancorp 10-Ksb                                  42    127K 
 2: EX-27       Financial Data Schedule                                2±     4K 

10KSB   ·   First Bancorp 10-Ksb
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION  
Washington, DC 20549  

Form 10-KSB   

(Mark one)                                                                      

[X]   Annual  report  Pursuant  to  Section  13 or  15(d)  of  the  Securities  
Exchange Act of 1934                                                

For the fiscal year ended December 31, 1999.                                    

OR  

[ ]   Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities  
Exchange Act of 1934                                                

For the transition period from             to                                   

Commission file number  333-72049                                               

FIRST BANCORP, INC.   
-------------------   
(Name of small business issuer in its charter)  

 DELAWARE                                     92-0166346
-----------------------                        ---------------------
(State of Incorporation)                            (IRS Employer     
                                              Identification Number)

331 Dock Street   
Ketchikan, Alaska 99901   
(Address of principal executive offices)  

(907) 228-4219  
(Issuer's telephone number)   

Securities registered under Section 12(b) of the Exchange Act:  [ None]         

Securities registered under Section 12(g) of the Exchange Act: [ None]          

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Check  whether  the issuer (1) has filed all  reports  required to be filed by  
Section  13 or  15(d)  of the  Securities  Exchange  Act of  1934  during  the  
preceding 12 months (or for shorter  period that the  registrant  was required  
to file such  reports),  and (2) has been subject to such filing  requirements  
for the past 90 days.  Yes [X]  No[ ]                                           

Check if there is no disclosure  of delinquent  filers in response to Item 405  
of  Regulation  S-B  contained  in  this  form,  and  no  disclosure  will  be  
contained,  to the best of  registrant's  knowledge,  in  definitive  proxy or  
information  statements  incorporated  by  reference  in Part III of this Form  
10-KSB or any amendment to this Form 10-KSB.  [X]                               

State issuer's revenues for the most recent fiscal year.  [$18,100,659]         

State the aggregate  market value of the voting and  non-voting  common equity  
held by non-affiliates.   [$14,177,800]                                         

State the  number of shares  outstanding  of each of the  issuer's  classes of  
common equity, as of the latest practicable date.  [175,312]                    

Documents incorporated by reference.  [None]                                    

Transitional Small Business Disclosure Format (check one).      Yes [ ]  No[X]  

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FIRST BANCORP, INC. 

FORM 10-KSB 

DECEMBER 31, 1999 

INDEX 

PART I                                                  PAGE REFERENCE          

Item 1:  Description of Business...............................5                

Item 2:  Description of Property...............................7                

Item 3:  Legal Proceedings.....................................7                

Item 4:  Submission of Matters to Vote of Security                              
Holders...............................................7       

PART II                                                                         

Item 5:  Market for Common Equity and Related Stockholder                       
Matters...............................................8       

Item 6:  Management's Discussion and Analysis .................8                

PART II - FINANCIAL INFORMATION                                                 

Item 7:  Financial Statements                                                   

Consolidated  Balance Sheets of First Bancorp,                
Inc.  - December  31,  1999 and  December  31,                
1998.................................................18       

Consolidated   Statements   of  Income   First                
Bancorp,    Inc.-    Twelve    months    ended                
December31,   1999,  December  31,  1998  and                 
December 31, 1997....................................19       

Consolidated    Statements   of   Changes   in                
Shareholders' Equity of First Bancorp,  Inc. -                
twelve   months   ended   December  31,  1999,                
December    31,   1998   and    December   31,                
1997.................................................20       

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Consolidated Statements of Cash Flows of First                
Bancorp, Inc. - Twelve months ended December 31,              
1999,  December  31,  1998  and  December  31,                
1997.................................................21       

Notes      to      consolidated      financial                
statements...........................................22       

Item 8:  Changes in and Disagreements with Accountants                          
on Accounting and Financial Disclosure...............37       

PART III                                                                        

Item 9:  Directors, Executive Officers, Promoters and                           
Control Persons, Compliance With Section 16(a)                
of the Exchange Act..................................37       

Item 10: Executive Compensation...............................39                

Item 11: Security Ownership of certain Beneficial Owners                        
and Management.......................................40       

Item 12: Certain Relationships and Related Transactions.......40                

Item 13: Exhibits and Reports on Form 8-K.....................41                

Signatures....................................................42                

Financial Data Schedule.......................................43                

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PART I  

FIRST BANCORP, INC. 

Item 1. Description of Business.                                                

General                                                                         

First Bancorp,  Inc. is a single-bank  holding  company  registered  under the  
Bank Holding Company Act of 1956. The  administrative  office of First Bancorp  
is located in  Ketchikan,  Alaska.  The  Company  was  organized  as a holding  
company for its principal banking  subsidiary,  First Bank, a state chartered,  
FDIC insured  commercial  bank,  through a  reorganization  completed in 1989.  
First  Bancorp's only operating  subsidiary,  First Bank, is the fifth largest  
commercial bank in Alaska,  currently operating eight full-service branches in  
the boroughs of Ketchikan, Sitka, Wrangell, Petersburg, Craig, and Juneau.      

First Bancorp  offers  commercial  banking  products and services to small and  
medium  size  businesses,  professionals  and retail  customers  in the bank's  
market  area  in  southeast  Alaska.   These  products  and  services  include  
commercial loans,  accounts receivable and inventory financing,  SBA loans for  
equipment purchases and leasehold  improvements,  consumer  installment loans,  
acceptance of deposits,  and personal savings and checking  accounts.  Through  
third-party  vendors,  the bank offers  credit  life/credit  health & accident  
insurance to its loan  customers.  No  commissions  or other  compensation  is  
paid to any  officer  for the sale of this  insurance.  Through a  subsidiary,  
the Bank acts as a title insurance agent.                                       

The Bank's  deposit  accounts  are  insured by the Federal  Deposit  Insurance  
Corporation.  At December 31, 1999,  First Bank had assets of $258million and   
deposits of $234million.                                                        

Industry                                                                        

The commercial  banking industry  continues to undergo increased  competition,  
consolidation  and change.  Non-insured  financial  service  companies such as  
mutual funds,  brokerage firms,  insurance  companies,  mortgage companies and  
leasing  companies  are  offering  alternative  investment  opportunities  for  
customers'  funds or lending sources for their needs.  Banks have been granted  
extended  powers  to  better  compete;  including  the  limited  right to sell  
insurance  and   securities   products,   but  the   percentage  of  financial  
transactions  handled by commercial banks has dropped  steadily.  Although the  
amount of deposits in banks is remaining steady,  such deposits represent less  
than 20% of household  financial assets compared to over 35% twenty-five years  
ago. This trend represents a continuing shift to stocks,  bonds,  mutual funds  
and retirement accounts.                                                        

Nonetheless,   commercial  banks  are  reducing  costs  by  consolidation  and  
exploring alternative ways of providing bank products.  Although new community  

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banks  continue  to  be  organized,   bank  mergers   substantially   outstrip  
formations.  In the last  dozen  years,  the  number of  commercial  banks has  
dropped from 14,000 to 9,500, and this trend is expected to continue.           

To more  effectively and efficiently  deliver its products,  banks are opening  
in-store branches,  installing more ATMs and investing in technology to permit  
telephone,  personal  computer  and  internet  banking.  While  all  banks are  
experiencing  the  effects of the  changing  environment,  the manner in which  
banks choose to compete is increasing  the gap between  larger  super-regional  
banks,  committed to becoming  national or regional "brand names"  providing a  
broad  selection  of products at low cost and with  advanced  technology,  and  
community  banks which provide most of the same products but with a commitment  
to personal  service and with local ties to the customers and communities they  
serve.                                                                          

Competition                                                                     

First  Bancorp  is  a  one-bank   holding  company   operating  a  traditional  
commercial  bank  in  southeast   Alaska.   In  this  regard,   the  Company's  
subsidiary  bank competes with a full range of modern  financial  institutions  
from commercial  banks and thrifts to credit unions,  brokerage  outfits,  and  
insurance companies.                                                            

At the present time the competition is fairly stable.  The primary  commercial  
banking  competition  is the National Bank of Alaska,  the First National Bank  
of Anchorage,  and Key Bank.  National Bank of Alaska recently announced their  
sale to Wells Fargo Bank,  which is to be consummated by year-end 2000.  These  
financial  institutions are very strong  competitors that price their products  
rationally  and  evaluate  risk  return  relationships  professionally.  These  
organizations  are all  significantly  larger  than First  Bancorp.  They have  
extensive  operations in other parts of the state, and both Key Bank and Wells  
Fargo  has  a  strong  national   presence.   These  competitors  can  conduct  
wide-ranging  advertising  campaigns  and  allocate  assets  to  much  broader  
geographic  regions.  By virtue of their greater  capitalization,  these banks  
also have substantially  higher lending limits.  These  organizations are also  
financially  capable of offering a variety of products from trust  services to  
international banking that First Bancorp is not prepared to offer.              

In addition to  commercial  banks,  First  Bancorp  competes  with a number of  
credit unions  operating in its market area.  In general,  these credit unions  
tend  to  be  smaller  than  the  commercial  banks.  However,  credit  unions  
continue to prosper in southeast  Alaska as a result of their  favorable  cost  
structure  and  traditional  appeal  to a  broad  section  of the  population.  
Nationwide,  surveys  indicate that credit unions attract a higher  percentage  
of high income,  well-educated  professional  customers than their traditional  
blue-collar  roots would imply.  Recent  legislation at the national level has  
liberalized  membership  rules.  As a result,  credit union  membership is now  
available  to  virtually  anyone  living in southeast  Alaska.  Credit  unions  
offer  many  of the  same  consumer  financial  products  that  First  Bancorp  
offers.  These include a full range of consumer loan and deposit products.      

Alaska  Federal  Savings Bank is the only savings bank  operating in southeast  
Alaska.  It  currently  operates  branches  in  Juneau,  Sitka,  Wrangell  and  
Ketchikan.  In recent years the laws and regulations  affecting  Savings Banks  
have been  liberalized.  As a result,  savings  banks  currently  offer  their  
customers essentially the same products available at a commercial bank.         

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In  addition  to  the  traditional  competitive  financial  institutions,  the  
development of  alternative  financial  products and delivery  systems such as  
internet  banking,  has  disrupted  banking's  traditional  control  over  the  
payments system and expanded the level of competition  for financial  services  
in  southeast  Alaska.  At  the  same  time,  deposit  disintermediation  is a  
problem in both the consumer and commercial  deposit  sectors.  Interest rates  
on demand and time  deposits  remain at  relatively  low levels while the bull  
market for stocks has  continued to advance.  This has  encouraged  an outflow  
of funds from traditional deposit products to alternative  investment vehicles  
such as mutual funds.                                                           

Employees                                                                       

As of  December  31,  1999,  we  had  a  total  of  110  full-time  equivalent  
employees.  None of the  employees  are  subject  to a  collective  bargaining  
agreement.  We consider our relationship with our employees to be good.         

Item 2. Description of Property.                                                

First Bancorp's  principal  office is located at the main office of First Bank  
in Ketchikan,  Alaska. We conduct business through eight full-service branches  
located in Ketchikan (2), Craig, Petersburg,  Sitka, Wrangell, and Juneau (2).  
The Totem Branch in  Ketchikan,  as well as the  Petersburg,  Wrangell and the  
Mendenhall  Branch in Juneau have  drive-up  windows.  We have nine  automated  
teller  machines,  of which five are  located at branches  in  Ketchikan  (2),  
Petersburg,  and Juneau  (2).  The bank or the  holding  company  owns all but  
four  branches.  We have  options  to extend  existing  leases  on the  leased  
facilities.  The eight branches range in size from approximately  1,000 square  
feet to slightly more than 15,000 square feet.                                  

Item 3.     Legal Proceedings.                                                  

We are,  from time to time, a party to various  legal  actions  arising in the  
normal  course of business.  We are not currently a party to any pending legal  
proceeding,  which, if determined  adversely,  would have a material effect on  
our business or financial position                                              

Item 4.     Submission of Matter to a Vote of Security Holders.                 

None                                                                            

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PART II 

FIRST BANCORP, INC. 

Item 5. Market for Common Equity and Related Shareholder Matters.               

No registered broker/dealer makes a market in First Bancorp common stock and    
the stock is not listed on any stock exchange.  Trading is infrequent and       
those transactions that have taken place in First Bancorp common stock cannot   
be characterized as an established public market.  Generally First Bancorp      
common stock is traded by individuals on a personal basis, and prices           
reported reflect only the transactions known to management.  Due to the         
limited information available, the following data may not accurately reflect    
the actual market value of First Bancorp common stock.                          

                                                        [Enlarge/Download Table]


                                Number of Shares       Common Stock Prices      Cash Dividends    
                                                    -------------------------                     
                   Period      Reported as Traded       High         Low      Declared per Share  
--------------------------------------------------------------------------------------------------
                                                                                                  
Year Ended          1999             2,673                $ 175        $ 115               $ 5.00 
Year Ended          1998               822                $ 115        $ 115               $ 5.00 
Year Ended          1997             2,496                $ 100         $ 91               $ 5.00 

As of December 31, 1999, we had approximately 65 shareholders.                  

    First Bancorp's  Dividend  Policy.  Our dividend policy is to review the
bank's financial  performance,  capital  adequacy,  regulatory  compliance and  
cash  resources on a quarterly  basis,  and, if such review is  favorable,  to  
declare  and pay a cash  dividend  to  stockholders.  Although  we  expect  to  
continue  to pay  cash  dividends,  future  dividends  are  subject  to  these  
limitations  and to the  discretion  of the Board of  Directors,  and could be  
reduced or eliminated.                                                          

Item 6.  Management's  Discussion  and  Analysis of  Financial  Condition  and  
Results of Operations.                                        

This discussion should be read in conjunction with the consolidated  financial  
statements  of  First  Bancorp,   Inc.  (the   "Company")  and  notes  thereto  
presented  in Item 7 of  this  report.  In the  following  discussion,  unless  
otherwise  noted,  references to increases or decreases in average balances in  
items of  income  and  expense  for a  particular  period  and  balances  at a  
particular  date refer to the comparison  with  corresponding  amounts for the  
period or date one year earlier.                                                

This  discussion  contains  certain  forward-looking   statements  within  the  
meaning of the  federal  securities  laws.  Actual  results  and the timing of  
certain  events  could  differ   materially   from  those   projected  in  the  
forward-looking  statements  due to a  number  of  factors.  Specific  factors  
include  the  Company's  ability to compete  on price and other  factors  with  
other  financial  institutions;   customer  acceptance  of  new  products  and  
services;   general  trends  in  the  banking   industry  and  the  regulatory  
environment,  as they  relate to the  Company's  cost of funds and  returns on  
assets.  In  addition,  there  are  risks  inherent  in the  banking  industry  
relating to  collectibility  of loans and changes in interest rates.  Further,  

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actual results could differ materially from the forward looking  statements in  
this report as a result of general  economic  conditions  and their  impact on  
capital  expenditures;  business  technology  and  evolving  banking  industry  
standards;  competitive  standards;  competitive factors,  including increased  
competition  with  community,  regional and national  financial  institutions;  
fluctuating  interest rate  environments;  and similar matters.  The reader is  
advised that this list of risks is not  exhaustive and should not be construed  
as any  prediction by the Company as to which risks would cause actual results  
to differ materially from those indicated by the forward-looking statements.    

OVERVIEW                                                                        

On March  15,  1999,  First  Bancorp  entered  into an  Agreement  and Plan of  
Reorganization  (the "Plan") for the purpose of becoming an S corporation  for  
income tax  purposes.  The Plan  provided for the merger of First Bancorp with  
and into Newco Alaska, Inc., a newly formed Delaware corporation  organized at  
the direction of First Bancorp solely to effect the Plan. Newco Alaska,  prior  
to the  merger,  had no  material  operations  or assets,  and had  elected to  
become an S  corporation  effective  on January  1, 2000.  The merger of First  
Bancorp  into Newco Alaska was  completed  on June 1, 1999,  with Newco Alaska  
being the surviving corporation under the name "First Bancorp, Inc.".           

The Plan provided that eligible  shareholders would receive one share of Newco  
Alaska,  Inc. common stock for each share of First Bancorp,  Inc. common stock  
held of record on the  effective  date of the merger.  All other  shareholders  
would  receive  $175.00  per share  for  their  First  Bancorp  common  stock.  
Eligible  shareholders  could elect to tender  their First  Bancorp  stock for  
cash  instead of Newco Alaska  stock,  and at the  discretion  of the Board of  
Directors of the  surviving  corporation,  those shares would be purchased for  
cash at the same price.                                                         

Upon  consummation of the merger,  the Company purchased 32,963 shares held by  
127  shareholders  at a cost of $5,768,525.  Of that number four  shareholders  
representing  9,674 shares at a value of $1,692,950  exercised  their right to  
dissent  from  the  reorganization  and  funds  were  reserved  pending  final  
settlement.  As of  July  31,  1999  all of the  dissenting  shareholders  had  
withdrawn their demand for an appraisal and had been paid in full.              

The $5,768,525  stock repurchase was funded in part from a long-term loan from  
Seafirst  Bank.  The loan is  structured  to provide  for  quarterly  interest  
payments and six annual principal  payments $500,000 with maturity on June 30,  
2005.  Interest is calculated at a floating rate of LIBOR plus 2.50%.           

FINANCIAL CONDITION                                                             

The  Company's  total  assets were $258.1  million at December  31,  1999,  an  
increase of $3.3  million,  or 1.3% from $254.8  million at December 31, 1998.  
Cash and deposit  balances  due from banks was $10.3  million on December  31,  
1999  compared to $9.8 million on December  31, 1998,  an increase of $493,000  
or 5.0%.  Earning assets increased $3.3 million,  or 1.4% from $235 million on  
December 31, 1998 to $238.3  million on December 31, 1999.  As of December 31,  
1999  earning  assets  were  92.3% of total  assets,  compared  with  92.2% on  
December 31, 1998. Loans and investment  securities available for sale are the  
primary  components of earning  assets.  On December 31, 1999 gross loans were  
$134 million,  an increase of $10.9  million,  or 8.8% from $123.1  million on  
December 31,  1998.  On December 31, 1999  investment  securities  were $105.9  

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million,  an increase of $2.1 million,  or 2%, from $103.8 million on December  
31,  1998.  On December  31, 1999 net loans were 51.3% of total  assets and on  
December  31,  1998  they  were  47.8%.   On  December  31,  1999   investment  
securities were 41% of total assets and on December 31, 1998 they were 40.7%.   

Total deposits  increased $4.5 million,  or 2% from $229.5 million on December  
31,  1998 to $234  million on  December  31,  1999.  Deposit  comparisons  for  
December 31, 1999 and December 31, 1998 follows:                                

                                                        [Enlarge/Download Table]


                                           December 31,   December 31,       Dollar         Percent     
(in thousands  - unaudited)                    1999           1998           Change         Change      
--------------------------------------------------------------------------------------------------------
Deposits                                                                                                
                                                                                                        
Demand                                       $ 72,472        $ 68,133        $ 4,339      6.37% 4,339   
Savings                                      $ 50,954        $ 48,847        $ 2,107      4.31% 2,107   
Time deposits of $100,000 or more            $ 59,963        $ 60,814        $ (851)     -1.40% (851)   
Other time deposits                          $ 50,645        $ 51,734       $ (1,089)    -2.10% ,089)   
Total Deposits                               $ 234,034      $ 229,528        $ 4,506      1.96% 4,506   

When  comparing  December 31, 1998 with December 31, 1999,  demand and savings  
(the lowest cost component of interest bearing deposits)  increased while time  
deposits   (the  highest  cost   component  of  interest   bearing   deposits)  
decreased.  Demand  deposits  increased by $4.3 million,  or 6.4%, and savings  
deposits  increased  $2.1 million,  or 4.3%.  However,  time deposits  greater  
that $100,000 (large  deposits)  decreased  $851,000,  or 1.4%. and other time  
deposits  declined  $1.1 million,  or 2.1%.  At the present  time,  all of the  
Company's large deposits come from  established  customers in our market area.  
The  Company has a strict  policy  against  the use of  brokered  deposits.  A  
significant  portion of large  deposits is generally  made up of reserve funds  
of various  municipal  communities  where the Company has branch offices.  For  
the most part,  these deposits are priced on the basis of competitive  bid and  
have  relatively  short  maturities.  On  December  31,  1999 and  1998,  time  
deposits  greater than $100,000  represented  23.2% and 23.9% of total assets,  
respectively.                                                                   

CONSOLIDATED EARNINGS                                                           

The Company's net income for the  twelve-months  ending  December 31, 1999 was  
$1.86  million or $9.89 per  weighted  average  share.  This  compares  to net  
income for the twelve- months ending  December 31, 1998 of $2.32  million,  or  
$11.12 per weighted  average share.  The decrease in net income from the prior  
year is primarily as a result of a $613,000 or 14.6%  decline in  non-interest  
income.  The decrease in  non-interest  income is primarily  attributable to a  
decline in  mortgage  loan  activity  and the  resulting  impact on  servicing  
rights income and income from the Company's title insurance subsidiary.         

NET INTEREST INCOME                                                             

Net interest  income is the largest  component of earnings,  representing  the  
difference  between  interest and fees  generated  from earning assets and the  
interest  costs of deposits  and other funds needed to support  those  assets.  
For the  twelve-months  ending  December 31, 1999, net interest  income before  
provision for loan losses was $9.9  million,  an increase of $184,000 or 1.9%,  
when  compared  to $9.7  million for the twelve  months  ending  December  31,  
1998.  Growth in net  interest  income  has been  primarily  due to  continued  
growth in loan volume,  the highest yielding  component of earning assets.  At  
December 31, 1999 gross loans had increased  10.9% to $134 million from $123.1  
million on December 31, 1998.                                                   

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For the twelve  months  ending  December  31, 1999,  net interest  margin (net  
interest  income  divided by average  interest-bearing  assets)  increased  to  
3.66% in 1999 from  3.52% in 1998.  Average  interest-bearing  assets  grew to  
$239.9  million  as of  December  31,  1999,  compared  with $236  million  on  
December   31,  1998,   an  increase  of  $3.9   million  or  1.67%.   Average  
interest-bearing  liabilities  grew to $210.3  million on  December  31,  1999  
compared to $202  million on December  31,  1998,  an increase of $8.3 million  
or  4.11%.   The  average   yield  on   interest-bearing   assets  during  the  
twelve-month  period ending  December 31, 1999 decreased to 7.55% in 1999 from  
7.74% in 1998,  a decrease  of 19 basis  points or 2.5%.  In  comparison,  the  
average cost of interest-bearing  liabilities during the same period decreased  
to 3.89% in 1999 from 4.22% in 1998, a decrease of 33 basis points or 7.8%.     

                                                        [Enlarge/Download Table]

Analysis of Net Interest Margin                                                      
First Bancorp, Inc.                                                                  

                                         Twelve months ended                         
                                             December 31,                            
                                       ------------------------   Increase           
                                         1999           1998     (Decrease)   Change 
                                       ---------      ---------   --------   --------
(amounts in thousands, except percentages)                                           

                                                                                     
Average interest-bearing assets        $ 239,900      $ 235,956    $ 3,944      1.67%
Average interest-bearing liabilities   $ 210,304      $ 201,999    $ 8,305      4.11%
Average yields earned                      7.55%          7.74%     -0.19%     -2.45%
Average rates paid                         3.89%          4.22%     -0.33%     -7.82%
                                       ---------      ---------    -------    -------
Net interest spread (including loan                                                  
   placement fees)                         3.66%          3.52%      0.14%      3.98%
                                       =========      =========    =======    =======
Net interest income to average                                                       
      interest-earning assets              4.13%          4.13%      0.00%      0.00%

NONINTEREST INCOME                                                              

Noninterest  income  decreased  $613,000 to $3.6 million,  or a -14.6% for the  
twelve months ending  December 31, 1999,  when compared with $4.2 million over  
the  same  period  in 1998.  This  decrease  is  primarily  due to the  steady  
increase in interest  rates which began in early 1999  resulting in modest new  
mortgage loan activity in 1999 and lower  origination  fee,  servicing  rights  
income  and title  insurance  agency  revenue,  especially  when  compared  to  
exceptionally  strong  activity in 1998.  In addition,  $73,000 in  securities  
gains was taken in 1998 while only $15,000 was taken in 1999.                   

NONINTEREST EXPENSE                                                             

Total noninterest  expense increased  $141,000,  or 1.4%, to $10.1 million for  
the  twelve-month  period  ending  December  31,  1999 when  compared  to $9.9  
million for the same  period in 1998.  Salaries  and  employee  benefits,  the  
largest  component of noninterest  expense,  increased  $185,000,  or 3.3%, to  
$5.74  million for the  twelve-month  period  ending  December 31, 1999,  when  
compared to $5.56  million for the  twelve-month  period  ending  December 31,  
1999.  Occupancy  expenses  decreased $71,000 to $547,000,  or -11.5%, for the  
twelve-month  period ending  December 31, 1999,  compared to $618,000  million  
for the twelve-month period ending December 31, 1998                            

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INCOME TAXES                                                                    

The provision for income taxes decreased  $104,000,  or -7.4%, to $1.3 milling  
for the period  ending  December  31,  1999,  compared to $1.4 million for the  
period  ending  December  31,  1998.  The  effective  tax rate for the  period  
ending  December  31,  1999 is 42% as  compared  to 38% for the period  ending  
December 31, 1998.                                                              
PROVISION AND ALLOWANCE FOR LOAN LOSS                                           

The  provision  for loan losses is an accrual  charge or expense  based on the  
Company's  estimate of the amount  necessary  to maintain  the  allowance  for  
possible  loan losses at a level  adequate to absorb any losses that may occur  
in the loan portfolio  over time. For the twelve month period ending  December  
31, 1999 the provision  for loan losses was  $240,000,  a decrease of $12,000,  
or -4.76% over the same period  ending  December  31,  1998 at  $252,000.  The  
actual loan loss experience for the twelve-month  period ending December 31 of  
1998 and 1999 are as follows:                                                   

                                                                [Download Table]


Loan Losses and Recoveries                                             
First Bancorp, Inc.                                                    

                                                 Twelve Months Ended   
                                                     December 31,      
                                              -------------------------
                                                  1999          1998   

(in thousands)                                                         

                                                                       
Loans outstanding at end period                $ 134,009     $ 123,122 
Reserve balance, beginning of period               1,421         1,294 
Recoveries                                            22            16 
Loans charged off                                    (67)         (141)
Net loans charged off                                (45)         (125)
Provision charged to expense                         240           252 
                                               ---------     --------- 
Reserve balance, end of period                   $ 1,616     $   1,421 
                                               =========     ========= 

Reserve as a percentage of outstanding loans       1.21%         1.15% 

Minimum objective for reserve as                                       
a percentage of outstanding loans                  1.00%               

Net loans charged off as a                                             
percentage of outstanding loans                    0.03%         0.10% 


The  provision  for loan losses and the adequacy of the allowance for possible  
loan  losses  are  periodically   reviewed  by  the  Board  of  Directors  and  
management based upon an assessment of historic credit losses,  delinquent and  
problem loan trends,  peer group experience,  economic outlook and anticipated  
growth.  Additionally,  various  regulatory  agencies,  as an integral part of  

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their examination  process,  periodically review the allowance.  Such agencies  
may require the  recognition  of additions  and  reductions  to the  allowance  
based on  their  judgment  of  information  available  to them at the time of   
their examination.                                                              

For the  twelve-months  ending December 31, 1999,  management  reviewed all of  
the salient  factors in determining  the provision for loan loss.  Total loans  
increased  from  $123.1  million  on  December  31,  1998 to $134  million  on  
December 31, 1999, an 8.8%  increase,  and the reserve for loan loss increased  
from $1.42 million to $1.62 million,  or 13.7% during that same period.  There  
are a number of reasons  management  feels that both the reserve and provision  
are adequate:                                                                   

1.   Reserve for loan loss is currently  1.21% of total  loans,  21% above the  
minimum objective of 1.0%.                                            

2.   Charge-offs  decreased from $141,000, or .01% of outstanding loans during  
   the twelve-months  ending December 31, 1998 to $67,000, or .004%, for the
   twelve-months  ending  December  31,  1999.  Charge off  amounts  remains
   relatively  minimal and the  percentage of net loan losses  remains below
our peer group average of .18% as of June 30, 1999.                   

3.   Loan  quality  continues  to remain  sound  (see  "Nonperforming  Assets"  
section below).                                                       

NONPERFORMING ASSETS                                                            

In  general,  nonperforming  assets  consist of loans that are 90 days or more  
past due,  loans on which the accrual of interest has been  discontinued,  and  
other real estate (ORE).  Other real estate  represents real property that was  
acquired through foreclosure or taken in lieu of foreclosure.                   

As of  December  31,  1999 the  Company  had $83,000 in loans past due over 90  
days,  no loans in  nonaccrual  status and  $185,000 in ORE for  nonperforming  
assets  totaling  $268,000  which  represent  .1% of total assets and 1.67% of  
shareholders'  equity.  This is a  significant  improvement  over December 31,  
1998  totals  of  $265,000  in  loans  past  due  over 90  days,  no  loans in  
nonaccrual  status,  and  $222,000 in ORE for  nonperforming  assets  totaling  
$487,000  which  represent  0.19% of total  assets and 2.10% of  shareholders'  
equity.                                                                         

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                                                                [Download Table]


Past Due and Nonperforming Loans                                                 
First Bancorp, Inc.                                                              

(in thousands except for percentages)                                            

                                             December 31, 1999  December 31, 1998

Outstanding at end of period:                                                    

                                                                                 
                        Total loans              $134,009           $123,122     

                        Total assets             $258,096           $254,795     

                        Shareholders' equity     $16,079            $23,193      

                                                        [Enlarge/Download Table]


                                                 December 31, 1999          December 31, 1998    
                                            ---------------------------  ------------------------
                                                   Past Due Loans             Past Due Loans     
                                            ---------------------------  ------------------------
                                               30-89 days      90+ days   30-89 days     90+ days
                                            ---------------  ----------  ------------  ----------
Past due and nonperforming loans:                                                                

                                                                                                 
Real estate loans ........................          $253          $--         $124          $--  
Consumer loans ...........................           306            76         212            11 
Credit cards .............................            23             7         --              6 
Commercial loans .........................           270           --          366           248 
                                                    ----          ----        ----          ---- 
Total past due loans .....................          $852          $ 83        $702          $265 
                                                    ====          ====        ====          ==== 

Non-accrual loans ........................          $--           $--         $--           $--  
Other real estate owned ..................          $--           $185        $--           $222 
                                                    ----          ----        ----          ---- 
Total past due & non-accrual loans and ORE          $852          $268        $702          $487 
                                                    ====          ====        ====          ==== 

                                                                [Download Table]


Past due & non-accrual loans                                        
 and ORE as a percentage of:                                        

                                                                    
              Total loans                 0.64%  0.20%  0.57%  0.40%
              Total assets                0.33%  0.10%  0.28%  0.19%
              Total shareholders' equity  5.30%  1.67%  3.03%  2.10%

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YEAR 2000 ASSESSMENT                                                            

First Bank  experienced no problems  whatsoever at the millennium date change.  
Additionally  we have not  experienced  any problems  associated with Year 200  
issues  subsequent to January 1, 2000. In preparation  for Year 2000 readiness  
First Bank tracked  hard costs  associated  with the effort,  but not all soft  
costs.  Management's best estimate is that approximately  $100,000 in expenses  
were incurred with the Year 2000 readiness program.                             

Management is aware of the  guidelines  established  by the Federal  Financial  
Institutions  Examination  Council  ("FFIEC") and the importance of monitoring  
our computer  systems on their future  defined  potential  problem  dates.  We  
will continue to comply with the FFIEC guidelines.                              

PROSPECTIVE ACCOUNTING ANNOUNCEMENTS                                            

In June of 1998, the Financial  Accounting  Standards  (FASB) issued Statement  
of Financial  Accounting  Standards (SFAS) No. 133, "Accounting for Derivative  
Instruments  and  Hedging  Activities".  In June of 1999 FASB  issued SFAS No.  
137, "Accounting for Derivative  Instruments and Hedging Activities - Deferral  
of the Effective Date of FASB  Statement No. 133".  These  statements  provide  
standards for accounting for derivative  instruments  and hedging  activities.  
SFAS No. 133 will be effective in First Bancorp's 2000 financial statements.    

The most  important  measure of the safety and soundness of a commercial  bank  
is the quality of its assets.  The statistics  outlined above are key measures  
of asset quality and reflect  favorably on the soundness of the Company.  They  
provide a clear picture of  management's  careful,  ongoing  attention to this  
important area of the Company.                                                  

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LIQUIDITY                                                                       

The Company has adopted policies to maintain  adequate  liquidity to enable it  
to respond to changes in the Company's  needs and financial  environment.  The  
Company's  primary  sources  of  funds  are  customer   deposits,   sales  and  
maturities  of  investment  securities,  the  use of  federal  funds  markets,  
advances  from the Federal Home Loan Bank of Seattle and net cash  provided by  
operating  activities.  Scheduled  loan  repayments  are a  relatively  stable  
source of funds,  while  deposit  inflows and  unscheduled  loan  prepayments,  
which  are  influenced  by  general  interest  rate  levels,   interest  rates  
available on other  investments,  competition,  economic  conditions and other  
factors, are not.                                                               

CAPITAL PLANNING AND STOCKHOLDERS' EQUITY                                       

The policy of the  Company is to  maintain  capital  adequate  to support  the  
Company's  activities and meet the needs of its customers.  Current and future  
capital needs are evaluated  periodically  based upon an analysis of asset and  
earnings  trends,  asset and liability  diversification  and  maturity,  asset  
quality,  industry comparisons and economic conditions.  In evaluating the use  
of  capital,   management   considers   economic   conditions  and  cash  flow  
expectations  as well as effects on  reported  earnings.  The  current  market  
values of assets and liabilities  and  off-balance  sheet items and contingent  
liabilities such as letters of credit are also considered.                      

As of December 31, 1999, total  stockholders'  equity was $16.1 million.  This  
was down from $23.2  million on  December  31,  1998.  This  decrease  was the  
result of June 1, 1999  reorganization  of the  Company.  The Federal  Reserve  
has  established  risk-based  standards  for  evaluating  a holding  company's  
capital  adequacy.  These standards  require the Company to maintain a minimum  
ratio of qualifying  total capital to risk weighted  assets of 8%, of which at  
least  4%  must  be in the  form of core  capital  (TIER  1  capital).  TIER 1  
capital  includes the Company's  stockholders'  equity,  minus all  intangible  
assets.  As of  December  31,  1999  the  Company  had a TIER 1 risk  weighted  
capital  ratio of 12.56%.  As of  December  31,  1998 the Company had a TIER 1  
risk weighted capital ratio of 16.5%.                                           

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Item 7.  Financial Statements:                                                  

Independent Auditors' Report  

The Board of Directors                                                          
First Bancorp, Inc.:                                                            

We  have  audited  the  accompanying  consolidated  balance  sheets  of  First  
Bancorp,  Inc.  and  subsidiary  as of  December31,  1999 and  1998,  and the   
related  consolidated  statements of income,  changes in stockholders'  equity  
and  comprehensive  income,  and  cash  flows  for  each of the  years  in the  
three-year  period  ended  December31,  1999.  These  consolidated  financial   
statements  are  the   responsibility   of  the  Company's   management.   Our  
responsibility  is to  express  an  opinion  on these  consolidated  financial  
statements based on our audits.                                                 

We  conducted  our  audits in  accordance  with  generally  accepted  auditing  
standards.  Those  standards  require  that we plan and  perform  the audit to  
obtain  reasonable  assurance about whether the financial  statements are free  
of  material  misstatement.  An audit  includes  examining,  on a test  basis,  
evidence  supporting the amounts and disclosures in the financial  statements.  
An  audit  also  includes   assessing  the  accounting   principles  used  and  
significant  estimates made by  management,  as well as evaluating the overall  
financial  statement  presentation.  We  believe  that our  audits  provide  a  
reasonable basis for our opinion.                                               

In our  opinion,  the  consolidated  financial  statements  referred  to above  
present  fairly,  in all material  respects,  the financial  position of First  
Bancorp,  Inc.  and  subsidiary  as of  December31,  1999 and  1998,  and the   
results of their  operations and their cash flows for each of the years in the  
three-year  period  ended  December31,  1999  in  conformity  with  generally   
accepted accounting principles.                                                 

January 20, 2000                                                                

Anchorage, Alaska                                           KPMG, LLP           

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FIRST BANCORP, INC. AND SUBSIDIARY  

Consolidated Balance Sheets 
December 31, 1999 and 1998  

                                                        [Enlarge/Download Table]

                                  Assets                                    1999                  1998         
                                                                    ---------------------  --------------------

                                                                                                               
Cash and due from banks (note 2)                                  $           10,276,639             9,783,427 
Federal funds sold                                                                     --             9,391,000
Investment securities available for sale (note 3)                            102,804,268           100,960,973 
Investment in Federal Home Loan Bank stock                                     3,120,100             2,896,900 
Loans (note 4)                                                               134,008,713           123,122,057 
     Less allowance for possible loan losses (note 5)                          1,616,163             1,421,352 
                                                                    ---------------------  --------------------
                      Net loans                                              132,392,550           121,700,705 
                                                                    ---------------------  --------------------

Premises and equipment, net (note 6)                                           5,753,010             5,796,522 
Accrued interest receivable                                                    1,993,758             1,756,967 
Other assets (note 8)                                                          1,756,095             2,508,378 
                                                                    ---------------------  --------------------
                      Total assets                                $          258,096,420           254,794,872 
                                                                    =====================  ====================

                   Liabilities and Stockholders' Equity                                                        

Liabilities:                                                                                                   
     Deposits:                                                                                                 
        Demand                                                    $           72,472,131            68,133,335 
        Savings                                                               50,953,775            48,846,681 
        Time deposits of $100,000 or more (note 7)                            59,962,542            60,814,472 
        Other time deposits                                                   50,645,183            51,733,617 
                                                                    ---------------------  --------------------
                      Total deposits                                         234,033,631           229,528,105 

     Accrued interest payable                                                    504,148               516,779 
     Federal funds purchased                                                   3,900,000                     --
     Note payable (note 11)                                                    3,000,000                     --
     Other liabilities                                                           580,042             1,557,627 
                                                                    ---------------------  --------------------
                      Total liabilities                                      242,017,821           231,602,511 
                                                                    ---------------------  --------------------

Stockholders' equity:                                                                                          
     Common stock of $5 par value.  Authorized                                                                 
        1,000,000 shares; issued and outstanding                                                               
        175,312 shares in 1999 and  214,040 shares in 1998                       876,560             1,070,200 
     Surplus                                                                   5,254,039             6,414,704 
     Undivided profits                                                        12,127,014            16,051,970 
     Accumulated other comprehensive income - net                                                              
        unrealized gain (loss) on securities available for sale               (1,921,939)              184,012 
     Treasury stock, at cost (1,469 shares in 1999 and                                                         
        5,765 shares in 1998)                                                   (257,075)             (528,525)
                                                                    ---------------------  --------------------
                      Total stockholders' equity                              16,078,599            23,192,361 

Commitments and contingencies (notes 8, 10, 11 and 15)                                                         
                                                                    ---------------------  --------------------
                      Total liabilities and stockholders' equity  $          258,096,420           254,794,872 
                                                                    =====================  ====================

See accompanying notes to consolidated financial statements.                    

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FIRST BANCORP, INC. 
AND SUBSIDIARY  

Consolidated Statements of Income 

Years ended December 31, 1999, 1998 and 1997  

                                                        [Enlarge/Download Table]

                                                                                 1999              1998              1997       
                                                                            ----------------  ----------------  ----------------
Interest income:                                                                                                                
                                                                                                                                
     Interest on loans                                                         $ 12,039,708      $ 11,383,100      $ 10,284,722 
     Interest on federal funds sold                                                 210,752           550,272           478,661 
     Interest-bearing deposits in other banks                                        40,179            69,617            68,611 
     Interest on securities available for sale:                                                                                 
          Taxable (note 3)                                                        5,712,440         6,146,080         6,510,753 
          Exempt from federal income taxes                                           97,580           106,482            66,936 
                                                                            ----------------  ----------------  ----------------
                 Total interest income                                         $ 18,100,659      $ 18,255,551      $ 17,409,683 

Interest expense:                                                                                                               
     Interest on deposits:                                                                                                      
          Time deposits of $100,000 or more                                     $ 2,680,135       $ 2,780,460       $ 2,445,427 
          Other                                                                   5,309,891         5,689,568         5,612,024 
     Interest on federal funds purchased                                             26,628            12,969            40,288 
     Other interest                                                                 164,627            36,734           135,926 
                                                                            ----------------  ----------------  ----------------
                 Total interest expense                                         $ 8,181,281       $ 8,519,731       $ 8,233,665 
                                                                            ----------------  ----------------  ----------------

                 Net interest income                                              9,919,378         9,735,820         9,176,018 

Provision for loan losses (note 5)                                                  240,000           252,000           232,000 
                                                                            ----------------  ----------------  ----------------
                 Net interest income after provision for loan losses            $ 9,679,378       $ 9,483,820       $ 8,944,018 
                                                                            ----------------  ----------------  ----------------

Other operating income:                                                                                                         
     Net realized gains on sales of securities available for sale (note 3)         $ 14,661          $ 73,149         $ 225,240 
     Service charges on deposit accounts                                            622,680           645,722           637,960 
     Loan placement fees                                                          1,369,572         1,704,721         1,181,208 
     Other                                                                        1,565,888         1,762,175         1,409,805 
                                                                            ----------------  ----------------  ----------------
                 Total other operating income                                   $ 3,572,801       $ 4,185,767       $ 3,454,213 
                                                                            ----------------  ----------------  ----------------

Other operating expenses                                                                                                        
     Salaries and employee benefits                                             $ 5,743,325       $ 5,558,140       $ 5,174,585 
     Occupancy, net                                                                 547,278           618,077           640,190 
     Equipment                                                                    1,134,961         1,061,888           960,273 
     Federal Deposit Insurance Corporation assessments                               42,611            15,610            25,365 
     Other                                                                        2,591,743         2,664,893         2,342,562 
                                                                            ----------------  ----------------  ----------------
                 Total other operating expenses                                $ 10,059,918       $ 9,918,608       $ 9,142,975 
                                                                            ----------------  ----------------  ----------------

                 Income before income taxes                                       3,192,261         3,750,979         3,255,256 

Provision for income taxes (note 8)                                               1,328,270         1,432,235         1,065,956 
                                                                            ----------------  ----------------  ----------------
                 Net income                                                     $ 1,863,991       $ 2,318,744       $ 2,189,300 
                                                                            ================  ================  ================

Per share amounts - net income                                                       $ 9.89          $ 11.129          $ 10.482 
                                                                            ================  ================  ================
Weighted average shares outstanding                                               $ 188,383         $ 208,460         $ 208,980 
                                                                            ================  ================  ================


See accompanying notes to consolidated financial statements.                    

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FIRST BANCORP, INC. AND SUBSIDIARY                                              

Consolidated Statements of Changes in Stockholders' Equity                      
and Comprehensive Income                                                        

Years ended December 31, 1999, 1998 and 1997                                    

                                                        [Enlarge/Download Table]

                                                                                                 Accumulated               
                                                                                                    Other                  
                                          Common                     Undivided     Treasury     Comprehensive              
                                           Stock        Surplus       Profits        Stock          Income        Total    
                                        -----------   -----------   -----------   -----------    -----------   ----------- 

                                                                                                                           
Balance at December 31, 1996 .........   $1,058,300     6,316,648    13,630,182      (369,640)      (196,926)   20,438,564 

Comprehensive income:                                                                                                      
  Net income .........................         --            --       2,189,300          --             --       2,189,300 
  Change in unrealized holding loss on                                                                                     
    securities available for sale, net                                                                                     
    of taxes of $11,538 ..............         --            --            --            --           17,309        17,309 

       Total comprehensive income ....    2,206,609                                                                        

Cash dividends ($5 per share) ........         --            --      (1,044,483)         --             --      (1,044,483)
Purchase of 1,125 shares of                                                                                                
  treasury stock, at cost ............         --            --            --        (106,100)          --        (106,100)
Exercise 2,380 shares of stock                                                                                             
  options (note 10) ..................       11,900        98,056          --            --             --         109,956 
                                        -----------   -----------   -----------   -----------    -----------   ----------- 

Balance at December 31, 1997 .........    1,070,200     6,414,704    14,774,999      (475,740)      (179,617)   21,604,546 

Comprehensive income:                                                                                                      
  Net income .........................         --            --       2,318,744          --             --       2,318,744 
  Change in unrealized holding loss on                                                                                     
    securities available for sale, net                                                                                     
    of taxes of $243,447 .............         --            --            --            --          363,629       363,629 

       Total comprehensive income ....    2,682,373                                                                        

Cash dividends ($5 per share) ........         --            --      (1,041,773)         --             --      (1,041,773)
Purchase of 459 shares of treasury                                                                                         
  stock, at cost .....................         --            --            --         (52,785)          --         (52,785)
                                        -----------   -----------   -----------   -----------    -----------   ----------- 
                                                                                                               ----------- 
Balance at December 31, 1998 .........    1,070,200     6,414,704    16,051,970      (528,525)       184,012    23,192,361 
Comprehensive income:                                                                                                      
  Net income .........................         --            --       1,863,991          --             --       1,863,991 
  Change in unrealized holding loss on                                                                                     
    securities available for sale, net                                                                                     
    of taxes of $123,701 .............         --            --            --            --       (2,105,951)   (2,105,951)

       Total comprehensive income ....     (241,960)                                                                       

Cash dividends ($5 per share) ........         --            --        (697,395)         --             --        (697,395)
Reorganization (retired 38,728 shares)     (193,640)   (1,160,665)   (5,091,552)      528,525           --      (5,917,332)
Purchase of 1,469 shares of                                                                                                
  treasury stock, at cost ............         --            --            --        (257,075)          --        (257,075)
                                        -----------   -----------   -----------   -----------    -----------   ----------- 
                                                                                                               ----------- 
Balance at December 31, 1999 .........    $ 876,560     5,254,039    12,127,014      (257,075)    (1,921,939)   16,078,599 
                                        ===========   ===========   ===========   ===========    ===========   =========== 


See accompanying notes to consolidated financial statements.                    

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FIRST BANCORP, INC. 
AND SUBSIDIARY  

Consolidated Statements of Cash Flows 

Years ended December 31, 1999, 1998, and 1997 

                                                        [Enlarge/Download Table]


                                                                     1999          1998           1997      
                                                                ------------   ------------   ------------  
Operating activities:                                                                                       
                                                                                                            
    Net income ...............................................  $  1,863,991      2,318,744      2,189,300  
    Adjustments to reconcile net income to net cash                                                         
       provided by operating activities:                                                                    
         Provision for loan losses ...........................       240,000        252,000        232,000  
         Provision for losses on other real estate ...........        37,540         37,542          3,128  
         Depreciation and amortization .......................       786,036        752,609        699,611  
         Deferred income taxes ...............................       131,820         36,786        (45,886) 
         Amortization of investment security premiums ........        97,852        103,822        143,462  
         Accretion of investment security discounts ..........       (99,936)      (159,566)      (171,364) 
         Net gains on sale of investment securities ..........       (14,661)       (73,149)      (225,240) 
         Gain from sale of bank premises and equipment .......       (11,507)       (21,239)          --    
         (Increase) decrease in interest receivable ..........      (236,791)       181,844         33,569  
         Increase (decrease) in interest payable .............       (12,631)        40,064         (5,506) 
         (Increase) decrease in other assets .................       706,624       (671,611)      (305,640) 
         Increase (decrease) in other liabilities ............      (977,585)       506,650        378,898  
                                                                ------------   ------------   ------------  

            Net cash provided by operating activities ........     2,510,752      3,304,496      2,926,332  
                                                                ------------   ------------   ------------  

Investing activities:                                                                                       
    Proceeds from sale of securities available for sale ......    13,968,644     35,011,052     21,993,955  
    Proceeds from maturity of securities available for sale ..    37,435,780     67,728,216     57,633,806  
    Purchase of securities available for sale ................   (55,683,827)   (91,259,519)   (81,689,001) 
    Net increase in loans ....................................    (7,931,844)   (16,317,313)   (15,988,430) 
    Purchase of bank premises and equipment ..................      (707,717)      (816,481)      (639,234) 
    Proceeds from sale of bank premises and equipment ........       (23,300)       (24,000)          --    
                                                                ------------   ------------   ------------  

            Net cash used in investing activities ............   (12,942,264)    (5,678,045)   (18,688,904) 
                                                                ------------   ------------   ------------  

Financing activities:                                                                                       
    Net increase in demand deposit and savings accounts ......     6,445,890      1,583,497      4,127,941  
    Net increase (decrease) in time deposits .................    (1,940,364)     8,272,460      7,639,208  
    Net (increase) decrease in federal funds sold ............    13,291,000     (5,456,000)     6,742,000  
    Net decrease in Federal Home Loan Bank advances ..........          --       (1,000,000)    (1,000,000) 
    Net (increase) decrease in treasury stock ................      (257,075)       (52,785)      (106,100) 
    Proceeds from sale of stock options ......................          --             --          109,956  
    Reorganization ...........................................    (5,917,332)          --             --    
    Cash dividends paid ......................................      (697,395)    (1,041,773)    (1,044,483) 
                                                                ------------   ------------   ------------  

            Net cash provided by financing activities ........    10,924,724      2,305,399     16,468,522  
                                                                ------------   ------------   ------------  

            Net increase (decrease) in cash and due from banks       493,212        (68,150)       705,950  

Cash and due from banks at beginning of year .................     9,783,427      9,851,577      9,145,627  
                                                                ------------   ------------   ------------  

Cash and due from banks at end of year .......................  $ 10,276,639      9,783,427      9,851,577  
                                                                ============   ============   ============  

Supplemental disclosure of cash flow information:                                                           
    Cash paid during the year for interest ...................  $  8,193,912      8,479,667      8,239,171  
                                                                ============   ============   ============  

    Cash paid during the year for income taxes ...............  $  1,329,333      1,267,000        909,500  
                                                                ============   ============   ============  


See accompanying notes to consolidated financial statements.                    

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FIRST BANCORP AND SUBSIDIARY  

Notes to Consolidated Financial Statements  

December 31, 1999 and 1998  

(1)   Summary of Significant Accounting Policies                                

In preparing the consolidated financial statements,  management is required to  
make estimates and assumptions  that affect the reported amounts of assets and  
liabilities  disclosure of contingent assets and liabilities as of the date of  
the balance  sheet,  and revenue and expenses for the period.  Actual  results  
could differ from those  estimates.  The  significant  policies and  estimates  
applied in the  preparation  of these  consolidated  financial  statements are  
discussed below.                                                                

The Company's  primary  market area is Southeast  Alaska where the majority of  
its activities has been with Alaska businesses and individuals.                 

The Bank has  identified  only  one  reportable  segment  in  accordance  with  
Statement of Financial  Accounting Standard (SFAS) No. 131,  Disclosures about  
Segments of an Enterprise and Related Information.                              

On March  15,  1999,  First  Bancorp  entered  into an  Agreement  and Plan of  
Reorganization  (the "Plan") for the purpose of becoming an S corporation  for  
income tax  purposes.  The Plan  provided for the merger of First Bancorp with  
and into Newco Alaska, Inc., a newly formed Delaware corporation  organized at  
the direction of First Bancorp solely to effect the Plan. Newco Alaska,  prior  
to the merger, had no material operations or assets, and had elected to become  
an S  corporation  effective on January 1, 2000.  The merger of First  Bancorp  
into Newco Alaska was  completed on June 1, 1999,  with Newco Alaska being the  
surviving corporation under the name "First Bancorp, Inc."                      

The Plan provided that eligible  shareholders would receive one share of Newco  
Alaska,  Inc. common stock for each share of First Bancorp,  Inc. common stock  
held of record on the  effective  date of the merger.  All other  shareholders  
would  receive $175 per share for their First Bancorp  common stock.  Eligible  
shareholders  could elect to tender their First Bancorp stock for cash instead  
of Newco Alaska stock,  and at the discretion of the Board of Directors of the  
surviving  corporation,  those shares would be purchased  for cash at the same  
price.                                                                          

Upon  consummation  of the merger,  the company  purchased and retired  32,963  
shares held by 127  shareholders  at a cost of  $5,768,525.  The Company  also  
retired  5,765  shares of  treasury  stock with a cost of  $528,525.  Costs of  
reorganization of $148,807 were charged to undivided profits.                   

The $5,768,525  stock repurchase was funded in part from a long-term loan from  
Seafirst Bank (see note 11).                                                    

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(a)   Consolidation                                                 

    The  consolidated  financial  statements  include the  accounts of First
    Bancorp,  Inc.  and its  wholly-owned  subsidiary,  First Bank,  and its
    wholly-owned  subsidiaries,  Dock Street  Building  Corporation and Dock
    Street   Title   Agency,   Incorporated   (Company).   All   significant
intercompany accounts and transactions have been eliminated.        

(b)   Reclassifications                                             

    Certain  prior year balances have been changed to conform to the present
year presentation.                                                  

(c)   Investments                                                   

    Securities  available for sale are stated at fair value with  unrealized
    holding  gains and losses  excluded  from earnings and reported as a net
    amount in a separate component of other comprehensive income. Securities
    are classified as available for sale when management intends to hold the
    securities  for an indefinite  period of time or when the securities may
    be utilized for tactical  asset/liability  purposes and may be sold from
    time to time to effectively  manage interest rate exposure and resultant
prepayment risk and liquidity needs.                                

    Federal Home Loan Bank stock is carried at cost which is its  redeemable
(fair) value since the market for this stock is limited.            

    Premiums are amortized  (deducted) and discounts are accreted (added) to
    interest income on investment  securities using methods that approximate
    the  level-yield  method.  Gains and losses on sales of  securities  are
    computed using the  specific-identification  method of  determining  the
cost of securities sold.                                            

(d)   Loans                                                         

    Loans are stated at the principal amount outstanding.  Interest on loans
    is taken into income when  earned.  Loan  origination  fees  received in
    excess of direct  origination costs are deferred and amortized to income
    by a method approximating the level-yield method over the estimated loan
term.                                                               

    Interest  income  on loans is  recorded  on an  accrual  basis  until an
    interest or  principal  payment is more than 90 days past due and in the
    opinion  of  management  the   collectibility  of  such  income  becomes
    doubtful. The deferral or nonrecognition of interest does not constitute
forgiveness of the borrower's obligation.                           

(e)   Allowance for Loan Losses                                     

    The  allowance  for loan  losses is a  general  reserve  established  by
    management  to  absorb   unidentified   losses  in  the  Company's  loan
    portfolio.  In  determining  the adequacy of the  allowance,  management
    evaluates   prevailing   economic   conditions,   results   of   regular
    examinations  and  evaluations  of the quality of the loan  portfolio by
    external  parties,  actual loan loss experience,  the extent of existing
  risks in the loan portfolio and other pertinent factors. The allowance

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    for impaired  loans is based on  discounted  cash flows using the loans'
    initial interest rates or, if the loan is secured, the fair value of the
collateral.                                                         

    Future  additions to the allowance may be necessary  based on changes in
    economic  conditions  and  other  factors  used in  evaluating  the loan
    portfolio.  Additionally,  various regulatory  agencies,  as an integral
    part of their examination  process,  periodically  review the allowance.
    Such agencies may require the  recognition of additions to the allowance
    based on their judgment of information  available to them at the time of
their examination.                                                  

(f)   Loan Servicing                                                

    The cost of mortgage servicing rights is amortized in proportion to, and
    over the period of,  estimated  net  servicing  revenues.  Impairment of
    mortgage  servicing  rights is assessed based on the fair value of those
    rights. Fair values are estimated using discounted cash flows based on a
    current market interest rate. The amount of impairment recognized is the
    amount by which the capitalized  mortgage  servicing rights exceed their
fair value.                                                         

(g)   Other Real Estate                                             

    Other real estate represents  properties acquired through foreclosure or
    its equivalent.  Prior to foreclosure, the carrying value is adjusted to
    the lower of cost or fair market value of the real estate to be acquired
    by a charge to the allowance for loan losses.  Any subsequent  reduction
in carrying value is charged against operating expenses.            

(h)   Premises and Equipment                                        

    Premises  and  equipment  are  stated  at cost,  less  amortization  and
    accumulated depreciation. Depreciation expense on leasehold improvements
    is computed by use of the  straight-line  method over the shorter of the
    estimated  useful  lives  of  the  assets  or  leasehold   improvements.
    Expenditures   for  remodeling,   improvements   and   construction  are
    capitalized,  while expenditures for maintenance and repairs are charged
to expense.                                                         

(i)   Income Taxes                                                  

    Through  December 31, 1999,  income taxes were  accounted  for under the
    asset and  liability  method.  Deferred tax assets and  liabilities  are
    recognized for the future tax  consequences  attributable to differences
    between the financial  statement carrying amounts of existing assets and
    liabilities  and their  respective  tax bases.  Deferred  tax assets and
    liabilities  were measured  using enacted tax rates expected to apply to
    taxable  income  in the  years in which the  temporary  differences  are
    expected to be recovered  or settled.  The effect on deferred tax assets
    and liabilities of a change in tax rates was recognized in income in the
period that includes the enactment date.                            

    In 1999,  the  Company  elected,  effective  January 1, 2000,  to report
    earnings under Subchapter S of the Internal  Revenue Code,  whereby such
    earnings  are  reported  by the  individual  stockholders.  Accordingly,
    deferred income tax assets and  liabilities  were eliminated and charged
    to income tax expense in 1999.  The Company may be required to pay taxes
    on certain  built-in  gains  realized  in the future  years  relating to
    assets acquired prior to election of Subchapter S status. Taxes on these
gains would be realized only if the Company were to dispose of the  

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    assets within the next ten years after electing  Subchapter S status and
    then  only  to the  extent  of the  lesser  of the  built-in  gains  tax
    associated with the disposal or the Company's current year corporate tax
liability.                                                          

(j)   Net Income Per Share                                          

    Per share amounts are calculated based on the weighted average number of
    shares  and  common  share  equivalents  outstanding  during  each year.
    Outstanding stock options are common stock equivalents and therefore are
    included in the  calculation  of the weighted  average  number of shares
outstanding, if dilutive.                                           

(k)   Comprehensive Income                                          

    The Company applies  Statement of Financial  Accounting  Standard (SFAS)
    No.  130,  Reporting  Comprehensive  Income.  SFAS No.  130  establishes
    standards for reporting and presentation of comprehensive income and its
    components in a full set of financial  statements.  Comprehensive income
    consists of net income and net  unrealized  gains (losses) on securities
    and is presented in the consolidated  statements of stockholders' equity
    and  comprehensive   income.  The  statement  requires  only  additional
    disclosures in the consolidated financial statements; it does not affect
    the Company's  financial  position or results of operations.  Prior year
    financial   statements   have  been   reclassified  to  conform  to  the
requirements of SFAS No. 130.                                       

(2)   Cash and Due from Banks                                                   

The Company is required to maintain a $200,000  minimum  average daily balance  
with the  Federal  Reserve  Bank  (FRB) for  purposes  of  settling  financial  
transactions  and charges for FRB  services.  The Company is also  required to  
maintain  sufficient  cash  balances  or  deposits  with  the FRB to meet  its  
statutory  reserve  requirements.  The reserve  requirement  for the  two-week  
maintenance period, which included  December31,  1999 was satisfied by cash on  
hand in the Company's vault and on deposit with the FRB.                        

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(3)   Investment Securities                                                     

The following is a comparative summary of investment  securities available for  
sale at December 31:                                                            

                                                        [Enlarge/Download Table]

                                                           Gross         Gross                   
                                           Amortized    unrealized     unrealized       Market   
                                              cost         gains         losses          value   
                                          ------------  ------------  ------------   ------------
1999:                                                                                            
                                                                                                 
    U.S. Government and federal agencies  $ 64,488,627         8,264      (503,307)    63,993,584
    States and political subdivisions ..        50,000         4,707       (13,426)        41,281
    Corporate securities ...............     4,065,384        27,139       (34,215)     4,058,308
    Mortgage-backed securities .........    36,112,189        34,241    (1,537,451)    34,608,979
    Federal National Mortgage                                                                    
       Association stock ...............        10,007        92,109          --          102,116
                                          ------------  ------------  ------------   ------------
                                          $104,726,207       166,460    (2,088,399)   102,804,268
                                          ============  ============  ============   ============

1998:                                                                                            
    U.S. Government and federal agencies  $ 54,763,462       438,739       (24,211)    55,177,990
    States and political subdivisions ..     1,707,699        85,846          --        1,793,545
    Corporate securities ...............     8,963,078        80,739          (338)     9,043,479
    Mortgage-backed securities .........    33,796,314       110,906      (496,797)    33,410,423
    Other debt securities ..............     1,414,450         1,973          --        1,416,423
    Federal National Mortgage                                                                    
       Association stock ...............         8,257       110,856          --          119,113
                                          ------------  ------------  ------------   ------------
                                          $100,653,260       829,059      (521,346)   100,960,973
                                          ============  ============  ============   ============


The amortized  cost and market value of available for sale debt  securities at  
December31,  1999, are  distributed  by  contractual  maturity as shown below.  
Expected maturities will differ from contractual  maturities because borrowers  
may have the  right to call or  prepay  obligations  with or  without  call or  
prepayment penalties.                                                           

                                                        [Enlarge/Download Table]

   Securities            Within      One to       Five to     Due after    Amortized      Market  
available for sale      one year   five years    ten years    ten years       cost        value   
                      -----------  -----------  -----------  -----------  -----------  -----------
U.S. Government and                                                                               
                                                                                                  
   federal agencies   $19,994,664   36,666,222    3,420,869    4,406,872   64,488,627   63,993,584
State and political                                                                               
   subdivisions ....       50,000         --           --           --         50,000       41,281
Corporate securities    1,046,563    3,018,821         --           --      4,065,384    4,058,308
Mortgage-backed                                                                                   
   securities ......         --      6,778,023    3,315,419   26,018,747   36,112,189   34,608,979
                      -----------  -----------  -----------  -----------  -----------  -----------
                      $21,091,227   46,463,066    6,736,288   30,425,619  104,716,200  102,702,152
                      ===========  ===========  ===========  ===========  ===========  ===========

Proceeds from sales of available  for sale  securities  during 1999,  1998 and  
1997 were $13,968,644, $35,011,052 and $21,993,955,  respectively. Gross gains  
of $15,483, $94,602 and $241,917 and gross losses of $822, $21,453 and $16,677  
were realized on those sales for the years ended  December31,  1999,  1998 and  
1997, respectively.                                                             

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Market  value  of  investment  securities  of  approximately  $52,682,029  and  
$45,753,000  are pledged to secure  public  deposits at  December31,  1999 and  
1998, respectively.                                                             

A summary of taxable  interest on  securities  available for sale for the year  
ended December31 follows:                                                       

                      1999         1998         1997
                      ----------   ----------   ----------

U.S. Treasury securities .....   $2,127,514    1,534,168    1,288,127           
Obligations of U.S. Government                                                  
agencies and corporations    2,908,923    3,943,459    4,674,469      
Other ........................      676,003      668,453      548,157           
                      ----------   ----------   ----------
                      $5,712,440    6,146,080    6,510,753
                      ==========   ==========   ==========

(4)   Loans                                                                     

The Company's primary market area is Southeast  Alaska,  where the majority of  
its lending is with Alaska  businesses and individuals.  Approximately  66% of  
the Company's  loans at December 31, 1999,  are for general  commercial  uses,  
including timber, tourism,  retail and small businesses.  Substantially all of  
these loans are  collateralized  and repayment is expected from the borrowers'  
cash flow or,  secondarily,  the collateral.  The Company's exposure to credit  
loss,  if any,  is the  outstanding  amount of the loan if the  collateral  is  
proved to be of no value.                                                       

The carrying amount of the loan portfolio is as follows at December 31:         

                                     1999           1998
                             ------------   ------------

Mortgage .............................   $  7,263,721      8,653,771            
Commercial ...........................     89,470,851     82,214,463            
Consumer .............................     37,961,586     32,906,260            
                             ------------   ------------
                              134,696,158    123,774,494

Less unamortized loan origination fees        687,445        652,437            
                             ------------   ------------
                             $134,008,713    123,122,057
                             ============   ============

The following  table sets forth the maturity  distribution  and sensitivity to  
changes in interest  rates of the  Company's  loan  portfolio  at December 31,  
1999.                                                                           

   Within         One to         After
                  one year      five years     five years        Total
                    -----------    -----------    -----------    -----------

Mortgage .........    $     2,495        152,590      7,108,636      7,263,721  
Commercial .......     17,274,685     40,850,826     31,349,735     89,475,246  
Consumer .........      8,029,089     28,575,673      1,352,429     37,957,191  
                    -----------    -----------    -----------    -----------
                    $25,306,269     69,579,089     39,810,800    134,696,158
                    ===========    ===========    ===========    ===========

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The  Company  has and will  continue  to have  banking  transactions  with its  
directors,   officers,  principal  shareholders  and  its  associates  in  the  
ordinary  course  of  business.  It is  Company  policy  that  all  such  loan  
transactions  be on the same terms,  including  interest rates and collateral,  
as  those  prevailing  at the  same  time  for  comparable  transactions  with  
others.  An analysis of these loan transactions at December 31 follows:         

                                                1999              1998
                                                ----------        ----------

Balance at beginning of year .............        $2,759,339         2,646,307  
Net additions (deletions) ................         2,732,510           113,032  
                                                ----------        ----------
Balance at end of year ...................        $5,491,849         2,759,339  
                                                ==========        ==========

Mortgage  loans  serviced  for others  are not  included  in the  accompanying  
consolidated  balance sheets.  The unpaid principal balances of mortgage loans  
serviced  for  others  were  $106,976,112,  $100,712,256  and  $86,690,480  at  
December 31, 1999, 1998 and 1997 respectively.                                  

Custodial  escrow  balances  maintained in connection  with the foregoing loan  
servicing,  and included in demand deposits,  were approximately  $552,000 and  
$461,000 at December 31, 1999 and 1998, respectively.                           

Mortgage servicing rights of $229,295,  $379,422 and $153,286 were capitalized  
during 1999, 1998, and 1997,  respectively.  The carrying value of unamortized  
mortgage  servicing  rights of $730,692  and  $576,021  approximates  its fair  
value  as of  December  31,  1999  and  1998,  respectively.  Amortization  of  
mortgage  servicing rights was $74,624,  $80,682 and $19,029 in 1999, 1998 and  
1997, respectively.                                                             

(5)   Allowance for Loan Losses                                                 

A summary of the allowance for loan losses as of December31 follows:            

                            1999           1998           1997
                           -----------    -----------    -----------

Balance at beginning of year .   $ 1,421,352      1,293,512      1,103,414      
Recoveries on loans previously                                                  
charged off .............        22,154         16,225         49,524 
Provision charged to expense .       240,000        252,000        232,000      
Loans charged off ............       (67,343)      (140,385)       (91,426)     
                           -----------    -----------    -----------
Balance at end of year .......   $ 1,616,163      1,421,352      1,293,512      
                           ===========    ===========    ===========

The amount of any  impaired  loans is  insignificant  at December 31, 1999 and  
1998.  The Company had no loans on nonaccrual  status at December 31, 1999 and  
1998.                                                                           

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(6)   Premises and Equipment                                                    

A summary of premises and equipment at December 31 follows:                     

                                             1999               1998
                                            -----------        -----------

Company premises .......................       $ 4,681,300          4,659,484   
Equipment ..............................         4,918,063          4,869,636   
                                            -----------        -----------
                                              9,599,363          9,529,120
Less accumulated depreciation ..........        (5,921,141)        (5,357,475)  
                                            -----------        -----------
                                              3,678,222          4,171,645

Construction work in process ...........           532,705             82,794   
Land ...................................         1,542,083          1,542,083   
                                            -----------        -----------
  Total fixed assets ................       $ 5,753,010          5,796,522
                                            ===========        ===========

(7)   Deposits                                                                  

Time  deposits in amounts of $100,000 or more and their  remaining  maturities  
at December31 are as follows:                                                   

                                                1999              1998
                                               -----------       -----------

Three months or less .....................       $30,222,217        27,611,027  
Three through twelve months ..............        25,132,136        28,056,872  
Over twelve months .......................         4,608,189         5,146,573  
                                               -----------       -----------

                                               $59,962,542        60,814,472
                                               ===========       ===========

Income Taxes                                                                    

In 1999, the Company  elected,  effective  January 1, 2000, to report earnings  
under  Subchapter S of the Internal  Revenue  Code,  whereby such earnings are  
reported by the  individual  stockholders.  Accordingly,  deferred  income tax  
assets and  liabilities  were  eliminated and charged to income tax expense in  
1999.  The Company  will be required  to pay taxes on certain  built-in  gains  
realized in the future years relating to assets  acquired prior to election of  
Subchapter  S  status.  Taxes on these  gains  would be  realized  only if the  
Company  were to  dispose  of the  assets  within  the  next ten  years  after  
electing  Subchapter S status and then only to the extent of the lesser of the  
built-in gains tax associated with the disposal or the Company's  current year  
corporate tax liability.                                                        

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Components of regular income tax expense (benefit) are as follows:              

                                                                [Download Table]

                                          Current    Deferred        Total   
                                       -----------  -----------   -----------
1999:                                                                        
                                                                             
     Federal ........................  $ 1,004,084      (19,293)      984,791
     State ..........................      192,366       (5,861)      186,505
                                       -----------  -----------   -----------
             Regular ................    1,196,450      (25,154)    1,171,296

     Elimination of deferred taxes                                           
         as a result of Sub Chapter S                                        
         conversion .................         --        156,974       156,974
                                       -----------  -----------   -----------
                                       $ 1,196,450      131,820     1,328,270
                                       ===========  ===========   ===========
1998:                                                                        
     Federal ........................  $ 1,129,357       33,536     1,162,893
     State ..........................      266,092        3,250       269,342
                                       -----------  -----------   -----------
                                       $ 1,395,449       36,786     1,432,235
                                       ===========  ===========   ===========
1997:                                                                        
     Federal ........................  $ 1,010,936      (44,073)      966,863
     State ..........................      100,906       (1,813)       99,093
                                       -----------  -----------   -----------
                                       $ 1,111,842      (45,886)    1,065,956
                                       ===========  ===========   ===========

The actual tax expense for 1999,  1998 and 1997  differs  from the  "expected"  
tax expense for those years (computed by applying the U.S.  Federal  statutory  
tax rate of 34% to earnings before income taxes) as follows:                    

                                  1999           1998           1997
                                 -----------    -----------    -----------

Computed "expected" income taxes    $ 1,085,369      1,275,333      1,106,787   
State income taxes ..............       123,093        177,767         65,401   
Tax-exempt interest .............       (52,091)       (69,838)       (49,834)  
Other ...........................        14,925         48,973        (56,398)  
                                 -----------    -----------    -----------
      Regular tax ............     1,171,296      1,432,235      1,065,956

Elimination of deferred taxes                                                   
as a result of Sub Chapter S                                          
conversion .................       156,974           --             --
                                 -----------    -----------    -----------
                                 $ 1,328,270      1,432,235      1,065,956
                                 ===========    ===========    ===========

The Company  will be subject to a  corporate-level  tax on the net  unrealized  
built-in gain at the date of conversion  that is realized  during the ten-year  
period after  conversion.  The net  unrealized  built-in gain is the excess of  
the fair value of the S  corporation's  assets at the effective  date of the S  
corporation  election over the aggregate adjusted tax bases of those assets at  
that  date.  The  taxable  built-in  gain  is  that  portion  of a gain on the  
disposition  of  an  asset  during  the  ten-year  period  subsequent  to  the  
conversion  that is  attributable  to a difference  between the fair value and  
the tax  basis of the asset at the date of  conversion.  During  the  ten-year  
period after conversion,  tax is computed by applying the applicable corporate  
tax  rate  for  the  year.  The  company  has  performed  an  analysis  of its  
potential  built-in gain tax liability and after  considering  its current tax  
planning  strategies to reduce those gains has estimated their liability to be  
zero.                                                                           

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The Company has  approximately  $1,700,000 of built-in gains  attributable  to  
the Federal  Home Loan Bank (FHLB) stock  dividends  they have  received.  The  
Company has the ability and anticipates  holding the stock beyond the ten-year  
holding  period.  However,  the FHLB has  notified  the Company  that they may  
redeem a portion of the  Company's  outstanding  stock,  which would trigger a  
built-in  gains tax  liability.  The Company is unable to estimate the amount,  
if any that may be  redeemed  and  therefore  has not  recorded  a  liability.  
Management  believes that the ultimate  outcome of this  uncertainty  will not  
have a material affect on the Company's  financial  position but may on future  
results of operations.                                                          

The  components of and changes in the net deferred tax asset  (liability)  are  
as follows:                                                                     

                                                        [Enlarge/Download Table]

                                                                                      Balance   
                                                                                      charged   
                                             (Deferred                  (Deferred     to 1999   
                               December 31,   expense)    December 31,   expense)    Income tax 
                                   1997       benefit         1998       benefit      expense   
                                ----------   ----------    ----------   ----------   ---------- 
Deferred tax assets:                                                                            
                                                                                                
    Bad debt deduction ......   $  342,122       95,860       437,982      122,781      560,763 
    Loan fees ...............      255,883        6,397       262,280       14,073      276,353 
    Depreciation ............      168,606       19,292       187,898       26,796      214,694 
    Other real estate owned .       19,390       15,092        34,482       15,087       49,569 
    Unrealized loss (gain) on                                                                   
       available sale                                                                           
       investment securities       119,746     (243,447)     (123,701)     123,701            --
    Other ...................       24,758       14,886        39,644       (9,102)      30,542 
                                ----------   ----------    ----------   ----------   ---------- 
         Total gross deferred                                                                   
            tax assets ......      930,505      (91,920)      838,585      293,336    1,131,921 
                                ----------   ----------    ----------   ----------   ---------- 
Deferred tax liabilities:                                                                       
    Federal Home Loan                                                                           
       Bank stock dividends .     (503,987)     (85,988)     (589,975)     (89,725)    (679,700)
    Accretion on bonds ......      (26,699)      17,768        (8,931)       7,422       (1,509)
    Loan servicing rights ...     (111,467)    (120,093)     (231,560)     (62,178)    (293,738)
                                ----------   ----------    ----------   ----------   ---------- 
         Total deferred                                                                         
            tax liabilities .     (642,153)    (188,313)     (830,466)    (144,481)    (974,947)
                                ----------   ----------    ----------   ----------   ---------- 

Valuation allowance .........           --           --            --           --           -- 
                                ----------   ----------    ----------   ----------   ---------- 
         Net deferred                                                                           
            tax asset .......   $  288,352     (280,233)        8,119      148,855      156,974 
                                ==========                 ==========                ========== 

                                                                [Download Table]


Amounts attributed to gain (loss)                              
    on available for sale investment                           
    securities and recorded as a                               
    reduction to unrealized                                    
                                                               
    holding gain or loss                  243,447     (123,701)
                                       ----------   ---------- 
                                      $   (36,786)      25,154 
                                       ==========   ========== 

A valuation  allowance  on a deferred  tax asset is  provided  when it is more  
likely  than not that some  portion  of the  deferred  tax  asset  will not be  
realized.  The Company had  available  tax  planning  strategies,  anticipated  

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future taxable income and historically had had taxable income;  accordingly, a  
valuation  allowance was not established.  In 1998, the net deferred tax asset  
was included in other assets.                                                   

(9)   Comprehensive Income                                                      

At December 31, 1999,  the related tax effects  allocated to each component of  
other comprehensive income follows:                                             

                               Before        (expense)      Net of
                                tax amount      benefit     tax amount
                                ----------    ----------    ----------
Unrealized holding losses                                                       
on securities available for                                           
 sale arising during 1999 ....  $(2,214,991)     (117,837)   (2,097,154)
Less:  reclassification adjustment                                              
for net gains realized                                                
in net income ...............       14,661         5,864         8,797
                                ----------    ----------    ----------
          Net unrealized gains  $(2,229,652)     (123,701)   (2,105,951)
                                ==========    ==========    ==========

(10)  Employee Benefit Plans                                                    

On  January  1,  1992,  the  Company  merged  approximately  60% of its profit  
sharing plan into the existing  noncontributory  defined  contribution  401(k)  
retirement  plan.  Contributions  made  to the  401(k)  plan  and  charged  to  
expense  amounted to  $75,000,  $100,000  and $75,000 in 1999,  1998 and 1997,  
respectively.                                                                   

Concurrently,  the Company established an employee stock ownership plan (ESOP)  
with the  remaining 40% of the profit  sharing  plan's  assets.  Contributions  
made to the ESOP and  charged to expense  amounted  to  $50,000,  $75,000  and  
$50,000 in 1999, 1998 and 1997, respectively.                                   

Participation  in the plans is available to employees  who have  completed six  
months of service with the Company.                                             

(11)  Commitments and Contingencies                                             

(a)   General                                                       

    The Company  from time to time may be a defendant  in legal  proceedings
    related  to the  conduct  of its  banking  business.  In the  opinion of
    management,  the Company's  financial position and results of operations
    will not be  affected  materially  by the final  outcome of any  present
legal proceedings.                                                  

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(b)   Lease                                                         

    The  Company  is  obligated  under  noncancelable  operating  leases for
    premises,  some of which have renewal options. Net future minimum rental
payments required under the lease are as follows:                   

Year ending December 31:                               Amount       
------------------------                        ------------------- 

   2000                                $         197,801
   2001                                          159,156
   2002                                          159,156
   2003                                          142,068
   2004                                           97,845
Thereafter                                        37,000
                                               -------------------
                                       $         793,026
                                               ===================

    Rental expense amounted to $220,358, $198,385 and $196,950 in 1999, 1998
and 1997, respectively.                                             

(c)   Off-Balance Sheet Financial Instruments                                   

    In the  ordinary  course of  business,  the Company  enters into various
    types  of  transactions,   which  involve  financial   instruments  with
    off-balance sheet risk. These instruments  include commitments to extend
    credit  and  standby  and  commercial  letters  of  credit  and  are not
    reflected in the  accompanying  balance sheets.  These  transactions may
    involve, to varying degrees,  credit and interest rate risk in excess of
    the  amount,  if any,  recognized  in the  balance  sheets.  The Company
    applies the same credit  standards to these  contracts as it uses in its
    lending process.  Management does not anticipate any loss to result from
these commitments.                                                  

    As of December 31, the Company's  off-balance sheet credit risk exposure
    is the contractual amount of commitments to extend credit and letters of
credit, is as follows:                                              

                                                1999            1998
                                                -----------      -----------
Off-balance sheet commitments:                                      
      Commitments to extend credit ........     $15,264,000        8,741,433
Standby and commercial                                          
        letters of credit .................         200,000          395,120

(d)   Line of Credit                                                            

    The  Company  has a line of credit up to 20% of assets or  approximately
    $52,000,000 at December31,  1999 with the Federal Home Loan Bank (FHLB).
    There is no outstanding balance on the credit line at December 31, 1999.
    The Company has pledged its FHLB stock and other assets as collateral on
the line of credit.                                                 

(e)   Note Payable                                                              

    On June 1, 1999, the Company borrowed $3,000,000 from Bank of America at
    2.5% above LIBOR, which is adjusted quarterly. The Company will make six
    annual principal  paydowns of $500,000 on June 30 of each year until the
loan is paid in full on June 30, 2005.                              

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(12)  Regulatory Matters                                                        

The  Federal  Deposit   Insurance   Corporation  has  established   risk-based  
standards for evaluating a bank's capital  adequacy.  These standards  require  
the Company to maintain  minimum  ratio of  qualifying  total  capital to risk  
weighted  assets  of 8% of  which  at  least  4% must  be in the  form of core  
capital (TIER 1).  Management  believes as of December 31, 1999 and 1998, that  
the Company meets all capital adequacy  requirements.  TIER 1 capital includes  
the  Company's   stockholders'   equity,  minus  all  intangible  assets.  The  
Company's actual capital amounts at December 31 are as follows:                 

                                                       1999           1998
                                                        -------         ------

Total risk-based capital ratio ................           13.73%         17.6%  
TIER 1 risk-based capital ratio ...............           12.56%         16.5%  
Leverage capital ratio ........................            6.87%          8.8%  

(13)  Fair Value of Financial Instruments                                       

The  following  methods  and  assumptions  were used to  estimate  fair  value  
disclosures  as defined  under SFAS No.107,  Disclosures  About Fair Value of   
Financial Instruments:                                                          

Cash  and due  from  banks  and  federal  funds  sold - the  carrying  amounts  
reported in the balance sheet represent their fair values.                      

Investment  securities - fair values for  investment  securities  are based on  
quoted  market  prices,  where  available.  If quoted  market  prices  are not  
available,  fair  values  are based on  quoted  market  prices  of  comparable  
instruments.  Investments  in the  Federal  Reserve  Bank  (FRB)  and FHLB are  
recorded at cost, which also represents fair market value.                      

Loans - for  variable-rate  loans that  reprice  frequently,  fair  values are  
based  on  carrying  amounts.   Fair  values  of  residential  mortgages  with  
commitments to sell within 90 days are based on the amounts  receivable  under  
the commitments.  An estimate of the fair value of the remaining  portfolio is  
based on  discounted  cash flow  analyses  applied to pools of similar  loans,  
using weighted average coupon rate,  weighted average  maturity,  and interest  
rates  currently  being  offered for similar  loans.  The  carrying  amount of  
accrued interest receivable approximates its fair value.                        

Deposit  liabilities  - the fair  values of demand and  savings  deposits  are  
equal to the carrying  amount at the reporting  date. The carrying  amount for  
variable  rate time  deposits  approximate  their fair value.  Fair values for  
fixed  rate  time  deposits  are  estimated   using  a  discounted  cash  flow  
calculation  that applies  currently  offered  interest rates to a schedule of  
aggregate  expected monthly  maturities of time deposits.  The carrying amount  
of accrued interest payable approximates its fair value.                        

Short-term  borrowings - for FHLB  advances and Federal funds  purchased  with  
maturities  less than 90 days,  the  carrying  amount  represents  their  fair  
value.  For FHLB advances and federal funds purchased with  maturities  longer  
than 90  days,  fair  values  are  estimated  using  a  discounted  cash  flow  
calculation using current interest rates for similar borrowings.                

Commitments  to Extend  Credit and Standby  Letters of Credit - The fair value  
of  commitments is estimated  using the fees  currently  charged to enter into  

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similar agreements,  taking into account the remaining terms of the agreements  
and the present  creditworthiness of the  counterparties.  For fixed-rate loan  
commitments,  fair value also considers the difference  between current levels  
of  interest  rates and the  committed  rates.  The fair  value of  letters of  
credit is based on fees  currently  charged for similar  agreements  or on the  
estimated cost to terminate them or otherwise  settle the obligation  with the  
counterparties at the reporting date.                                           

Limitations  - Fair  value  estimates  are made at a  specific  point in time,  
based on relevant  market  information  and  information  about the  financial  
instrument.  These  estimates  do not reflect  any  premium or  discount  that  
could result from offering for sale at one time the Company's  entire holdings  
of  a  particular  financial  instrument.  Because  no  market  exists  for  a  
significant  portion  of  the  Company's  financial  instruments,  fair  value  
estimates are based on judgments  regarding  future expected loss  experience,  
current  economic  conditions,   risk  characteristics  of  various  financial  
instruments  and other factors.  These  estimates are subjective in nature and  
involve  uncertainties  and  matters of  significant  judgment  and  therefore  
cannot  be  determined   with   precision.   Changes  in   assumptions   could  
significantly affect the estimates.                                             

Fair value of financial instruments is as follows:                              

                                                        [Enlarge/Download Table]

                                             1999                                  1998                           
                                       ------------------------------------  -------------------------------------
                                           Carrying             Fair             Carrying              Fair       
                                            amount             value              amount              value       
                                       -----------------  -----------------  ------------------  -----------------
Financial assets:                                                                                                 
                                                                                                                  
    Cash and due from banks          $       10,276,639         10,276,639           9,783,427          9,783,427 
    Federal funds sold                                -                  -           9,391,000          9,391,000 
    Investment securities                   102,804,268        102,804,268         100,960,973        100,960,973 
    Loans                                   134,696,158        133,901,666         123,744,494        125,101,850 
    Accrued interest receivables              1,993,758          1,993,758           1,756,967          1,756,967 

Financial liabilities:                                                                                            
    Deposits                                234,033,631        234,247,207         229,528,105        229,929,659 
    Accrued interest payable                    504,148            504,148             516,779            516,779 
    Short-term borrowings                     3,900,000          3,900,000                   -                  - 
    Note payable                              3,000,000          3,000,000                   -                  - 

Unrecognized financial instruments:                                                                               
    Commitments to extend credit             15,264,000            152,640           8,741,433             87,414 
    Standby and commercial letters                                                                                
      of credit                                 200,000              2,000             395,120              3,951 


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4)    Quarterly Results of Operations                                           

                                                        [Enlarge/Download Table]

(in thousands except per share data. Unaudited.)                                                                       

                                                                          Quarter ended                                
                                           ----------------------------------------------------------------------------
                 1999                          Dec. 31             Sept. 30            June 30             Mar. 31     
                                           -----------------   -----------------   -----------------   ----------------

                                                                                                                       
Total interest income                   $               4,083             4,829               4,599              4,589 
Total interest expense                                  2,225             2,106               1,939              1,911 
                                           -----------------   -----------------   -----------------   ----------------
           Net interest income                        1,858               2,723               2,660              2,678 

Provision for loan losses                                48                  72                  48                 72 
Other operating income                                1,873                 551                 563                572 
Other operating expense                               2,982               2,299               2,343              2,436 
Securities gains                                          -                   -                   -                 14 
                                           -----------------   -----------------   -----------------   ----------------
        Income before income taxes                      701                 903                 832                756 

Income taxes                                            459                 312                 271                286 
                                           -----------------   -----------------   -----------------   ----------------
Net income                              $               242                 591                 561                470 
                                           =================   =================   =================   ================
Earnings per share                      $              1.40                3.39                2.84               2.26 
                                           =================   =================   =================   ================

                                                        [Enlarge/Download Table]

                                                                      Quarter ended                                
                                       ----------------------------------------------------------------------------
                 1998                      Dec. 31             Sept. 30            June 30             Mar. 31     
                                       -----------------   -----------------   -----------------   ----------------

                                                                                                                   
Total interest income               $             3,911               4,886               4,795              4,664 
Total interest expense                            2,136               2,189               2,130              2,065 
                                       -----------------   -----------------   -----------------   ----------------
        Net interest income                       1,775               2,697               2,665              2,599 

Provision for loan losses                            48                  72                  60                 72 
Other operating income                            2,292                 682                 598                541 
Other operating expense                           3,116               2,233               2,273              2,297 
Securities gains                                     13                  16                  44                  - 
                                       -----------------   -----------------   -----------------   ----------------
        Income before income taxes                  916               1,090                 974                771 

Income taxes                                        523                 387                 247                275 
                                       -----------------   -----------------   -----------------   ----------------
Net income                          $               393                 703                 727                496 
                                       =================   =================   =================   ================
Earnings per share                  $              1.88                3.37                3.49               2.38 
                                       =================   =================   =================   ================

Total  interest  income of  $808,000 in 1999 and  $1,071,000  in 1998 has been  
reclassed to other  operating  income in fourth  quarter to purposely  reflect  
loan placement fees  originally  included in total interest  income during the  
first  three-quarters  of each year.  Additionally,  other operating income of  
$748,000 in 1999 and $631,000 in 1998 has been released  from other  operating  
expense in the fourth quarter to reflect bankcard fees originally  included as  
a reduction of other operating  expenses in the first  three-quarters  of each  
year.                                                                           

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(15)  Subsequent Event                                                          

In January  2000,  the Board of  Directors  approved  a dividend  of $1.25 per  
share.                                                                          

Item 8. Changes in and  Disagreements  with  Accountants  on  Accounting  and   
Financial Disclosure.                                           

None.                                                                           

PART III  

FIRST BANCORP, INC.   

Item 9. Directors,  Executive  Officers,  Promoters  and Control  Persons,      
Compliance With Section 16(a) of the Exchange Act.              

The following describes certain information about each director and each        
executive officer of First Bancorp.  The business experience of each of the     
directors and executive officers for the past five years has been as follows:   

William  G.  Moran,  Sr.,  age 81,  serves  as the  Chairman  of the  Board of  
Directors. Mr. Moran has been with First Bank for approximately 46 years        

William G. Moran, Jr., age 46, serves as a director,  and as the President and  
Chief Executive  Officer,  a position he has had for over 16 years.  Mr. Moran  
is the son of  William G.  Moran,  Sr.  and the  brother  of Joseph M.  Moran,  
another director.                                                               

Joseph M.  Moran,  age 48, has served as a director  of First Bank since 1984.  
Mr.  Moran is an attorney  and is  president  of his law firm,  DeLisio  Moran  
Geraghty & Zobel PC in  Anchorage,  where he has  practiced for over 20 years.  
Mr.  Moran is the son of  William  G.  Moran,  Sr.,  Chairman  of the Board of  
Directors and brother of William G. Moran, Jr., President of First Bancorp.     

Ernest J.  Anderes,  age 71, has served as a director of First Bank since 1975  
and of First  Bancorp since its  inception in 1989.  Mr.  Anderes has been the  
owner of Anderes  Oil,  Inc. a  petroleum  products  distributor,  for over 25  
years.                                                                          

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Michael  J.  Cessnun,  age 44,  has been a pilot for  Alaska  Airlines  for 18  
years. He has served as a director of First Bancorp since 1994.                 

Michael  J.  Elerding,  age 47,  has  served as a  director  since  1990.  Mr.  
Elerding  is the owner of  Northern  Sales Co. of  Alaska,  a  wholesale  food  
distributor,  and  currently  serves as its  president.  Prior to joining that  
company  in  1983,  Mr.  Elerding  was  employed  by  First  Bank as a  branch  
manager.                                                                        

Lisa  A.  Murkowski,  age  42,  has  served  as a  director  since  1990.  Ms.  
Murkowski  is an attorney in  Anchorage  where she has  practiced  for over 10  
years.   Ms   Murkowski   is  an  elected   member  of  the  Alaska  House  of  
Representatives.                                                                

Kay D.  Sims,  age 60, is a  long-time  resident  of  Ketchikan,  and has been  
active  in  the  community,   both  in  business  and  in  community   service  
organizations.  Ms. Sims is a managing member of Hospitality  Unlimited,  LLC,  
the owner and  operator  of the Best  Western  Landing  Hotel and  Annabelle's  
Famous Keg and  Chowder  House,  in  Ketchikan,  and the  Prospector  Hotel in  
Juneau.                                                                         

James C.  Sarvela,  age 44,  serves  as Vice  President  and  Chief  Financial  
Officer,  a position he has had for over 10 years.  Mr.  Sarvela has more than  
20 years of banking experience, most of which is with First Bank.               

Jack E. Vaughn,  age 52, serves as Vice President and Senior Lending  Officer.  
Mr.  Vaughn has over 22 years of banking  experience  and has been employed by  
First Bank since 1985 in various positions,  including loan officer and branch  
manager.                                                                        

E.  Michael  Youngblood,  age 49,  serves as Vice  President  and oversees the  
Systems  Development  Department.  Mr. Youngblood has been with First Bank for  
over 20 years.                                                                  

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Item 10.    Executive Compensation.                                             

The  following  table  sets  forth the  aggregate  compensation  for  services  
rendered to the Bank in all  capacities  paid or accrued for the fiscal  years  
ended December 31, 1999,  1998 and 1997 to each person serving as an executive  
officer  of the  Bank  whose  aggregate  cash  and  cash  equivalent  forms of  
compensation exceeded $100,000:                                                 

                                                        [Enlarge/Download Table]


                                                                 Annual Compensation                                         
                                             --------------------------------------------------------------  ----------------
                                                                                              Other Annual*   All Other      
Name and Principal Position                  Year              Salary         Bonus           Compensation   Compensation    
------------------------------------------   ----            ---------      ---------         -------------  ------------    
                                                                                                                             
William G. Moran, Jr.                        1999            $ 208,866      $ 110,000             $ 6,120         None       
  President of First Bancorp                 1998            $ 198,721      $ 105,000             $ 8,459                    
  Chief Executive Officer, First Bank        1997            $ 200,214      $ 100,000             $ 5,684                    

James C. Sarvela                             1999            $ 113,512      $   9,000             $ 3,968         None       
  Vice President, Chief Financial Officer    1998            $ 110,643      $   8,000             $ 5,701                    
                                             1997            $ 107,364      $   7,000             $ 3,949                    

E. Michael Youngblood                        1999            $ 120,463      $   9,000             $ 4,159         None       
  Vice President, Chief Information Officer  1998            $ 117,491      $   8,000             $ 6,153                    
                                             1997            $ 113,892      $   7,000             $ 4,265                    

Jack E. Vaughn                               1999            $ 102,789      $   8,500             $ 3,505         None       
  Vice President, Senior Lending Officer     1998            $ 100,417      $   7,500             $ 5,278                    
                                             1997            $  97,025      $   6,500             $ 3,660                    

*Contributions to 401(k) and ESOP.                                                                                           


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Item 11.    Security Ownership of Certain Beneficial Owners and Management.     

The following  table set forth certain  information  concerning the beneficial  
ownership  of the Bank's  common  stock as of  December  31,  1999 by (i) each  
director;  (ii) Executive  Officers;  and (iii) persons known to management to  
beneficially own more than five percent (5%) of the outstanding common stock:   

                                                        [Enlarge/Download Table]


            Name and Address of                        Amount and Nature of     Percent of 
            Beneficial Owner (1)                       Beneficial Ownership(2)     Class   
---------------------------------------------------  ------------------------   -----------

                                                                                           
William G. Moran - Director, Chairman of the Board                  20,593 (3)     11.8%   

William G. Moran, Jr. - Director, President                         21,902         12.5    

Ernest J. Anderes                                                    9,461 (4)      5.4%   

Lisa A. Murkowski                                                    8,359 (4)      4.8%   

Joseph M. Moran                                                      6,030 (3)      3.4%   

Kay D. Sims                                                          5,617          3.2%   

Michael J. Cessnun                                                   1,200          0.7%   

Michael J. Elerding                                                   223  (4)      0.1%   

All Directors and Executive Officers as a Group (8)                 52,792         41.9%   


(1)   The address of all directors  and executive  officers of the Bank is 331  
Dock Street Ketchikan, Alaska 99901.                                

(2)   Unless  otherwise  indicated,  shares  are all held  directly  with sold  
voting and investment power.                                        

(3)   Includes shares held jointly with spouse.                                 

(4)   Includes  shares held in the Employee Stock  Ownership  Program of which  
this person serves as a trustee.                                    

Item 12.    Certain Relationships and Related Transactions.                     

From time to time, some of the directors and officers of the Bank,  members of  
their  immediate  families,  and firms and  corporations  with  which they are  
associated  do business  with First Bank.  Generally  this  business  involves  
ordinary  banking  transactions,  such as borrowings  and  investments in time  
deposits.  All such loans and  investments  in time deposits have been made in  
the ordinary  course of  business,  have been made on  substantially  the same  
terms,  including interest rates paid or charged and collateral  required,  as  
those  prevailing at the time for comparable  transactions  with  unaffiliated  
persons.   These  loans  do  not   involve   more  than  the  normal  risk  of  
collectibility  or have other  features that would be  disadvantageous  to the  

40  

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bank. As of December31,  1999, the aggregate  outstanding amount of all loans   
to officers and  directors  was  approximately  $4,594,000  which  represented  
28.6% of the Bank's  consolidated  stockholders'  equity at that date.  All of  
these loans are  currently in good  standing and are being paid in  accordance  
with their terms.                                                               

Item 13.    Exhibits and Reports on Form 8-K.                                   

(a)   Exhibits                                                                  

    The  following  exhibits  are being filed  herewith or  incorporated  by
reference and this shall constitute the Exhibit Index:              

3.1   Certificate of Incorporation of First Bancorp, Inc. *         

3.2   Bylaws of First Bancorp, Inc. *                               

    10.1  Lease,  dated April 24, 1989, by and between  Clifford White et al
and First Bank, relating to the Wrangell branch *       

    10.2  Lease,  dated April 20, 1990, by and between Sealaska  Corporation
  and First Bank, relating to the Downtown (Juneau) branch *

    10.3  Lease, dated July 1, 1998, by and between ADV Properties and First
Bank, relating to the Mendenhall mall (Juneau) branch. *

    10.4  Agreement  of Lease,  dated  August 11,  1980,  by and between the
          Sitka Professional  Center I and First Bank, relating to the Sitka
branch *                                                

27    Financial Data Schedule                                       

* Incorporated  by reference to the  registration  statement on Form S-4 (file  
number  333-72049)  and declared  effective by the  Commission  on March 26,
1999.                                                                       

(b)   Reports on Form 8-K                                                       

None.                                                               

41  

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SIGNATURES

In accordance  with Section 13 or 15(d)  Exchange Act of 1934,  the registrant  
has duly  caused  this  report to be signed on its behalf by the  undersigned   
thereunto duly Authorized on March 15, 2000.                                    

                                First Bancorp, Inc. (Registrant)

                                       /s/ William G. Moran, Jr.       3/10/00
                                       ---------------------------------------
                                    William G. Moran, Jr.           Date

In accordance  with the Exchange Act, this report has been signed below by the  
following Persons on behalf of the registrant and in the capacities and on the  
dates indicated.                                                                

                                       /s/ William G. Moran, Jr.       3/10/00
                                       ---------------------------------------
                                    William G. Moran, Jr.           Date
                                     President and Chief Executive Officer

                                       /s/ James C. Sarvela            3/10/00
                                       ---------------------------------------
                                    James C. Sarvela                Date
                                        Vice President & Chief Financial Officer
                              (Principal Accounting Officer)

                                  --------------------------------------------
                               William G. Moran, Chairman           Date
            of the Board

                                  --------------------------------------------
                               Ernest J. Anderes, Director          Date

                                  /s/ Lisa A. Murkowski                3/20/00
                                  --------------------------------------------
                               Lisa A. Murkowski, Director          Date

                                  /s/ Joseph M. Moran                  3/20/00
                                  --------------------------------------------
                               Joseph M. Moran, Director            Date

                                  /s/ Kay D. Sims                      3/20/00
                                  --------------------------------------------
                               Kay D. Sims, Director                Date

                                  /s/ Michael J. Cessnun               3/20/00
                                  --------------------------------------------
                               Michael J. Cessnun, Director         Date

                                  /s/ Michael J. Elerding              3/20/00
                                  --------------------------------------------
                               Michael J. Elerding, Director        Date

Supplemental  Information to be furnished with reports filed to Section 1(d)of  
the Exchange Act by non-reporting issuers:                                      

Annual report and proxy material have been sent to security holders concurrent  
with the filing of this report,  and copies have been submitted by mail to the  
Commission.                                                                     

42  

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10KSB Filing		Date		First		Last			Other Filings
		1/1/92		32
		12/31/96		20
		12/31/97		3		39
		7/1/98		41
		12/31/98		3		39
		3/15/99		9		22
		3/26/99		41					S-4/A
		6/1/99		9		33			8-K
		6/30/99		13					10QSB
		7/31/99		9
For The Period Ended		12/31/99		1		40
		1/1/00		9		29
		1/20/00		17					15-15D
		3/15/00		42
Filed On / Filed As Of		3/23/00
		6/30/05		9		33
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