SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 23, 1997 (January 22, 1997)
--------------------
SIS BANCORP, INC.
(exact name of registrant as specified in charter)
Massachusetts 000-20809 04-3303264
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1441 Main Street 01102
Springfield, Massachusetts (Zip Code)
(address of principal office)
(413) 748-8000
(Registrant's telephone number, including area code)
<PAGE>
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Item 5. Other Events.
Shareholders Rights Plan.
-------------------------
On January 22, 1997, the Board of Directors of SIS Bancorp, Inc. (the
"Company") declared a dividend of one Preferred Share Purchase Right (a "Right")
for each outstanding share of common stock, par value $.01 per share (the
"Common Stock"), of the Company, pursuant to a Rights Agreement, dated as of
January 22, 1997, between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agreement"). The distribution is payable to
stockholders of record as of the close of business on February 3, 1997. Each
Right entitles the holder thereof to purchase under certain circumstances one
one-hundredth of a share of a new Series A Junior Participating Preferred Stock,
par value $.01 per share, or, in certain circumstances, to receive cash,
property, Common Stock or other securities of the Company at a purchase price of
$100.00 per one-hundredth of a preferred share.
Initially, the Rights will be attached to all certificates representing
the shares of the Common Stock and no separate Rights Certificates will be
distributed. The Rights will separate from the shares of Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 business days (or such
later date as the Company's Board of Directors may determine before a
Distribution Date occurs) following a public announcement by the Company that a
person or group of affiliated or associated persons, with certain exceptions (an
"Acquiring Person"), has acquired, or has obtained the right to acquire,
beneficial ownership of 10% or more of the outstanding shares of Common Stock
(the date of such announcement being the "Stock Acquisition Date") or (ii) 10
business days (or such later date as the Company's Board of Directors may
determine before a Distribution Date occurs) following the commencement of a
tender offer or exchange offer that would result in a person becoming an
Acquiring Person.
Until the Distribution Date, (i) the Rights will be evidenced by the
certificates for shares of Common Stock and will be transferred with and only
with such Common Stock certificates, (ii) Common Stock certificates will contain
a notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Stock outstanding will
also constitute the transfer of the Rights associated with the shares of Common
Stock represented by such certificates.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on January 22, 2007, unless earlier redeemed or
exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of shares of the Common Stock as of the
close of business on the Distribution Date and, from and after the Distribution
Date, the separate Rights Certificates alone will represent the Rights.
In the event (a "Flip-In Event") a Person becomes an Acquiring Person
(except pursuant to a tender or exchange offer for all outstanding shares of
Common Stock at a price and on terms which a majority of the Company's Outside
Directors (as defined in the Rights Agreement) determines to be fair to and
otherwise in the best interests of the Company and its shareholders (a "fair
offer")), each holder of a Right will thereafter have the right to receive, upon
<PAGE>
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exercise of such Right, shares of Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a Current Market Price
(as defined in the Rights Agreement) equal to two times the exercise price of
the Right. Notwithstanding the foregoing, following the occurrence of any
Flip-In Event, all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person (or by
certain related parties) will be null and void in the circumstances set forth in
the Rights Agreement. However, Rights will not be exercisable following the
occurrence of any Flip-In Event until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at an exercise price of $100.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following a Flip-In
Event would entitle its holder to purchase $200.00 worth of shares of Common
Stock (or other consideration, as noted above) for $100.00. Assuming that the
shares of Common Stock had a Current Market Price of $25.00 at such time, the
holder of each valid Right would be entitled to purchase eight (8) shares of
Common Stock for $25.00.
In the event (a "Flip-Over Event") that, at any time on or after the
Stock Acquisition Date, (i) the Company shall take part in a merger or other
business combination transaction (other than certain mergers that follow a fair
offer) and the Company shall not be the surviving entity or (ii) the Company
shall take part in a merger or other business combination transaction in which
the shares of Common Stock are changed or exchanged (other than certain mergers
that follow a fair offer) or (iii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights
which previously have been voided, as set forth above) shall thereafter have the
right to receive, upon exercise, a number of shares of common stock of the
acquiring company having a Current Market Price equal to two times the exercise
price of the Right.
The Purchase Price payable and the number of shares of Preferred Stock
(or the amount of cash, property or other securities) issuable upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution (i)
in the event of a share dividend on, or a subdivision, combination or
reclassification of, the shares of Preferred Stock, (ii) if holders of the
shares of Preferred Stock are granted certain rights or warrants to subscribe
for shares of Preferred Stock or convertible securities at less than the Current
Market Price of the Preferred Stock or (iii) upon the distribution to holders of
shares of the Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional shares of the Preferred
Stock upon the exercise of any Right or Rights evidenced hereby. In lieu
thereof, a cash payment may be made, as provided in the Rights Agreement.
At any time until 10 business days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right, payable, at the option of the Company, in cash, shares of Common
Stock or other consideration as the Board of Directors may determine.
Immediately upon the effectiveness of the action of the Company's Board of
Directors ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01 per Right
redemption price.
<PAGE>
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for shares of Common Stock (or cash, property or other securities)
of the Company or for common stock of the acquiring company as set forth above.
The terms of the Rights, other than key financial terms and the date on
which the Rights expire, may be amended by the Board of Directors of the Company
prior to the Distribution Date. Thereafter, the provisions of the Rights
Agreement may be amended by the Board of Directors only in order to cure any
ambiguity, defect or inconsistency, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person and certain other related parties) or to shorten or lengthen
any time period under the Rights Agreement; provided, however, that no amendment
to lengthen the time period governing redemption shall be made at such time as
the Rights are not redeemable.
The Rights Agreement, together with the related Terms of Series A
Junior Participating Preferred Stock, Summary of Rights to Purchase Shares of
Series A Junior Participating Preferred Stock and form of Rights Certificate, is
included as an exhibit to a Registration Statement on Form 8-A filed by the
Company with the Securities and Exchange Commission. The foregoing description
of the Rights does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement as included with said Registration
Statement on Form 8-A.
Stock Repurchase Program.
-------------------------
On January 23, 1997, the Company announced a stock repurchase program,
pursuant to which the Company's Board of Directors has authorized the purchase
of up to 286,180 shares of the Common Stock, or up to 5% of the Common Stock
outstanding at December 31, 1996 (the "Stock Repurchase Program"). Under the
terms of the Stock Repurchase Program, up to 180,000 of the shares to be
purchased during the first calendar year in which the Stock Repurchase Program
is in effect (with a goal of purchasing up to 15,000 shares per month) are to be
utilized for funding the exercises of stock options, as they may become vested
from time to time, which are presently outstanding or may be granted in the
future pursuant to current or future Director and/or employee benefit programs.
Any additional shares that may be purchased by the Company pursuant to the Stock
Repurchase Program (totaling up to a maximum of 106,180 additional shares), are
to be held in treasury and would be available for reissuance by the Company at
such times and for such purposes as may be deemed necessary, appropriate or
advisable by the Company's Board of Directors, including without limitation
funding exercises of stock options or grants of restricted stock, which in
either case may be issued under current or future Director and/or employee
benefit programs.
<PAGE>
-5-
Item 7. Financial Statements and Exhibits.
(c) Exhibits
4 Rights Agreement dated as of January 22, 1997
between SIS Bancorp, Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, incorporated
herein by reference from Exhibit 4 to the Company's
Registration Statement on Form 8-A relating to the
Rights.
99 Press Release of the Company dated January 23, 1997.
<PAGE>
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Signatures
Under the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
SIS BANCORP, INC.
Date: January 23, 1997
By: /s/ F. William Marshall, Jr.
F. William Marshall, Jr.
President and Chief Executive Officer
EXHIBIT 99
FOR IMMEDIATE RELEASE
Date: January 23, 1997 Contact: Ting Chang, Vice President
Investor Relations
(413) 748-8271
SIS BANCORP ANNOUNCES 1996 RESULTS, STOCK REPURCHASE, AND
FIRST QUARTERLY DIVIDEND
Company Adopts Shareholder Rights Plan
Springfield, MA - January 23, 1997; 8:30 a.m., SIS Bancorp, Inc.,
(NASDAQ: SISB), the bank holding company for Springfield Institution for Savings
("SIS Bank"), reported today its financial results for the quarter and year
ended December 31, 1996. In addition, the Company declared its first quarterly
cash dividend, and announced the initiation of a share repurchase plan and the
adoption of a shareholder rights plan.
The Company reported net income of $2.5 million, or $0.45 per share
(fully diluted), and $18.2 million, or $3.26 per share (fully diluted), for the
quarter and year ended December 31, 1996. In comparison, the Company reported
net income of $7.6 million and $11.5 million, respectively, for the same periods
in 1995. The financial results for the years ended December 31, 1995 and 1996
were influenced by previously reported nonrecurring tax benefits.
On a pre-tax basis, operating earnings showed a significant increase
over the previous year. For the quarter and year ended December 31, 1996,
pre-tax earnings totaled $4.2 million and $13.9 million, respectively, as
compared to $1.7 million and $5.7 million for the quarter and year ended
December 31, 1995.
"The year, 1996, was marked by tremendous accomplishments for SIS,"
said F. William Marshall, Jr., president and chief executive officer of SIS
Bancorp. "The 1996 financial results set a new record level of earnings for the
Company with operating earnings over 140% higher than in 1995. SIS's strategic
direction is committed to growth, and these results demonstrate the Company's
success in the market and in building a strong, competitive organization," said
Marshall.
At December 31, 1996, total assets were $1.35 billion which represented
a $277.6 million or 26% increase from year end 1995. Gross loans outstanding at
December 31, 1996 totaled $625.0 million and were $51.9 million, or 9%, higher
than at December 31, 1995. The Company's strategic emphasis on commercial and
home equity lending yielded significant increases in these portfolios during the
year. From December 31, 1995, total commercial and industrial loans outstanding
increased by $38.1 million, or 32%, to $155.8 million at December 31, 1996.
Active promotions of the Company's home equity products resulted in a $36.5
million or 54% increase in home equity loans outstanding from December 31, 1995.
The growth in the commercial and home equity portfolios was partially offset by
a reduction in the residential mortgage portfolio from $263.6 million at
December 31, 1995 to $242.4 million at December 31, 1996.
Total deposits at December 31, 1996 were $969.5 million as compared to
$885.4 million at December 31, 1995. The $84.1 million increase in deposits at
December 31, 1996 can be attributed to a combination of the Company's
<PAGE>
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competitive strategy of providing superior convenience and value, along with the
addition of 3 new branches during the year. Over 50% of the increase in total
deposits was in non-certificate account categories.
Total stockholders' equity at December 31, 1996 was $101.9 million, or
7.56% of total assets, in comparison to $81.5 million, or 7.61% of total assets,
at December 31, 1995. At December 31, 1996, the Company's Tier 1 Leverage ratio
was 7.41%; on the basis of its regulatory capital ratios, the Company qualifies
as a "well capitalized" institution.
In 1996, the Company continued to make improvements in asset quality.
Total nonperforming assets declined to $7.6 million or 0.56% of total assets at
December 31, 1996. The allowance for possible loan losses totaled $15.6 million
resulting in reserve coverage of 224% of nonperforming loans, 206% of
nonperforming assets, and 2.5% of gross loans.
Higher levels of earning assets contributed to growth in net interest
income during the quarter and year ended December 31, 1996. Net interest income
for the quarter and year ended 1996 was $11.8 million and $43.1 million,
respectively, as compared to $9.4 million and $37.4 million for the same periods
in 1995. Net interest margin for the quarter and year ended December 31, 1996
was 3.85%; in comparison, net interest margin for the quarter and year ended
December 31, 1995 was 3.81% and 4.00 %, respectively.
The provision for possible loan losses was $0.8 million for the quarter
and $3.0 million for the year ended December 31, 1996, as compared to $1.0
million and $4.4 million for the quarter and year ended December 31, 1995.
For the quarter and year ended December 31, 1996, noninterest income
totaled $3.2 million and $11.5 million, respectively, as compared to $1.7
million and $8.1 million, respectively, for the same periods in 1995. During the
year ended December 31, 1996, higher residential loan originations resulted in
increased gains on the sale of fixed rate loans to the secondary market, which
equaled $0.6 million for 1996 as compared to $0.2 million for 1995. Net gain on
sale of securities totaled $0.3 million for the year ended December 31, 1996, as
compared to a net loss of $0.9 million for the year ended December 31, 1995; the
prior year loss was associated with a restructure of the Company's investment
portfolio during the fourth quarter of 1995. Fees and other income for the year
ended 1996 totaled $10.6 million, which represented a 21% increase over the same
period in 1995. This increase resulted from the expansion of the Company's
transaction account base.
Total noninterest expense for the quarter and year ended December 31,
1996 was $10.1 million and $37.7 million, respectively, compared to $8.5 million
and $35.4 million for the same periods in 1995. Operating expenses were 7%
higher during 1996 due to investments made to promote growth and to adequately
serve the Company's increasing customer base.
For the year ended December 31, 1996, the Company had a net tax benefit
of $4.3 million as compared to a net tax benefit of $5.8 million for the year
ended December 31, 1995. During the fourth quarter of 1996, the Company's
effective tax rate was 40%, which resulted in a total income tax expense of $1.7
million; in comparison to the same quarter in 1995, the Company had a net tax
benefit of $5.9 million.
<PAGE>
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In addition to reporting earnings, the Company declared its first
quarterly cash dividend in the amount of $0.12 per share payable on February 20,
1997 to shareholders of record as of the close of business on February 3, 1997.
Under the Company's share repurchase program as announced, the Board of
Directors has authorized the purchase of up to 286,180 shares, or up to 5% of
the common stock issued and outstanding as of December 31, 1996. The repurchased
shares will be held in treasury and be available for issuance in connection with
various employee and director benefit programs.
"Over the past two years, SIS Bancorp has demonstrated its ability to
return to a position of strength in the market and to sustain a growing level of
profitability. The Board's confidence in SIS is expressed by the declaration of
our fist quarterly dividend and the authorization of a share repurchase
program," stated Marshall. "The initiation of a dividend and a share repurchase
program should enhance shareholder value while providing sufficient capital to
accommodate future growth."
The Company also announced that the Board of Directors adopted a
shareholder rights plan (the "Rights Plan") on January 22, 1997. Under the terms
of the Rights Plan, which is of a type that has been adopted by many publicly
traded banks and thrifts, each stockholder of record as of the close of business
on February 3, 1997 will receive one right for each share of common stock held
by such stockholder to purchase, upon the occurrence of certain triggering
events, one one-hundredth of a share of preferred stock of the Company at a
purchase price of $100.00. Until and unless the rights are triggered, the rights
will be evidenced by the common stock certificates directly, and will transfer
automatically with any transfer of the common stock. The initial issuance of the
rights has no dilutive effect on the outstanding shares of the Company or the
Company's earnings, is not taxable to the Company or to the stockholders, and
does not otherwise affect the trading of the Company's shares. If the rights are
not triggered or otherwise redeemed by the Board of Directors, the rights will
expire on January 22, 2007.
SIS Bancorp, Inc. is a Massachusetts bank holding company for SIS Bank,
its sole subsidiary. Established in 1827, SIS Bank is the largest depository
institution headquartered in western Massachusetts. The Company serves its
customers through 23 retail branches located in Hampden and Hampshire Counties.
The Company services $1.0 billion in residential mortgages of which $792.4
million is serviced for others. The deposits of the Company are insured by the
FDIC in conjunction with the Deposit Insurance Fund of Massachusetts, a private
excess insurer.
<PAGE>
<TABLE>
<CAPTION>
SIS BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
December 31, December 31,
1996 1995
------------ -------------
<S> <C> <C>
Assets
Cash and due from banks $ 31,902 $ 30,377
Federal funds sold and interest bearing deposits 10,045 8,045
Investment securities available for sale 449,323 246,984
Investment securities held to maturity 192,174 172,793
Residential real estate loans 242,410 263,551
Commercial real estate loans 118,442 118,005
Commercial loans 155,808 117,674
Home equity loans 104,206 67,657
Consumer loans 4,132 6,196
----------- -----------
Total loans 624,998 573,083
Unearned income and fees 1,196 566
Allowance for possible loan losses (15,597) (14,986)
----------- -----------
Total loans, net 610,597 558,663
Accrued interest and dividends receivable 8,982 7,109
Investments in real estate and real estate partnerships 2,757 6,092
Foreclosed real estate, net 381 1,529
Bank premises, furniture and fixtures, net 27,106 25,706
Other assets 15,345 13,680
----------- -----------
Total assets $ 1,348,612 $ 1,070,978
=========== ===========
Liabilities and Stockholders' Equity
Deposits $ 969,517 $ 885,386
Federal Home Loan Bank advances 68,471 41,500
Securities sold under agreements to repurchase 176,577 31,101
Loans payable 2,848 5,470
Mortgage escrow 4,396 4,193
Accrued expenses and other liabilities 24,886 21,859
----------- -----------
Total liabilities 1,246,695 989,509
Stockholders' equity:
Preferred stock ($.01 par value; 5,000,000 shares
authorized; no shares issued and outstanding)
Common stock ($.01 par value; 25,000,000 shares authorized; shares
issued and outstanding: 5,723,600 at December 31, 1996 and 5,710,700
at December 31, 1995) 57 57
Unearned compensation (3,693) (4,937)
Additional paid-in capital 42,665 41,790
Retained earnings 60,993 42,833
Net unrealized gains (losses) on investment securities available for sale 1 ,895 1,726
----------- -----------
Total stockholders' equity 101,917 81,469
----------- -----------
Total liabilities and stockholders' equity $ 1,348,612 $ 1,070,978
=========== ===========
</TABLE>
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<TABLE>
<CAPTION>
SIS BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands Except Per Share Amounts)
(Unaudited)
Three Months Ended Twelve Months Ended
December December December December
-------- -------- -------- --------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Interest and dividend income
Loans $ 12,711 $ 11,639 $ 48,657 $ 45,536
Investment securities available for sale 6,988 3,796 22,218 12,215
Investment securities held to maturity 3,339 2,818 12,833 10,849
Federal funds sold and interest bearing deposits 189 347 569 1,316
-------- -------- -------- --------
Total interest and dividend income 23,227 18,600 84,277 69,916
-------- -------- -------- --------
Interest expense
Deposits 8,300 8,166 32,638 30,424
Borrowings 3,096 1,024 8,535 2,132
-------- -------- -------- --------
Total interest expense 11,396 9,190 41,173 32,556
-------- -------- -------- --------
Net interest and dividend income 11,831 9,410 43,104 37,360
Less: Provision for possible loan losses 750 1,002 2,950 4,359
-------- -------- -------- --------
Net interest and dividend income after provision
for possible loan losses 11,081 8,408 40,154 33,001
Noninterest income:
Net gain (loss) on sale of loans 67 180 604 243
Net gain (loss) on sale of securities 192 (899) 256 (886)
Fees and other income 2,965 2,432 10,610 8,767
-------- -------- -------- --------
Total noninterest income 3,224 1,713 11,470 8,124
-------- -------- -------- --------
Noninterest expense:
Operating expenses:
Salaries and employee benefits 4,939 4,287 17,839 15,961
Occupancy expense of bank premises, net 904 867 3,291 3,459
Furniture and equipment expense 626 545 2,240 1,943
Other operating expenses 3,582 3,097 14,199 13,768
-------- -------- -------- --------
Total operating expenses 10,051 8,796 37,569 35,131
-------- -------- -------- --------
Foreclosed real estate expense 188 (14) 440 521
Net expense of real estate operations (102) (316) (272) (227)
-------- -------- -------- --------
Total noninterest expense 10,137 8,466 37,737 35,425
Income before income tax expense (benefit) 4,168 1,655 13,887 5,700
Income tax expense (benefit) 1,658 (5,922) (4,273) (5,759)
-------- -------- -------- --------
Net income $ 2,510 $ 7,577 $ 18,160 $ 11,459
======== ======== ======== ========
Earnings per share and pro forma earnings per
share: (1)
Primary $ 0.45 $ 1.43 $ 3.29 $ 2.21
Fully diluted $ 0.45 $ 1.43 $ 3.26 $ 2.19
Weighted average and pro forma weighted
average shares outstanding: (1)
Primary 5,585,063 5,290,930 5,522,594 5,174,037
Fully diluted 5,585,063 5,296,411 5,573,390 5,220,778
<FN>
(1) Net income per share for the three and twelve months ended December 31, 1996 and the three months ended December 31,
1995 is computed on weighted average shares outstanding for the period. Net income per share for the twelve
months ended December 31, 1995 is computed on a pro forma basis as if the conversion of the Bank from mutual to stock
form had been completed as of the beginning of the period presented.
</FN>
</TABLE>
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<TABLE>
<CAPTION>
SIS BANCORP, INC. AND SUBSIDIARIES
SELECTED FINANCIAL RATIOS AND DATA
For the Three Months Ended
December 31,
1996 1995
------ ------
Financial Ratios:
<S> <C> <C>
Fully diluted earnings per share.......................................... $0.45 $1.43
Net interest margin....................................................... 3.85% 3.81%
Fee income / total average assets......................................... 0.91% 0.93%
<CAPTION>
For the Twelve Months Ended
December 31,
1996 1995
------ ------
<S> <C> <C>
Fully diluted earnings per share.......................................... $3.26 $2.19
Net interest margin....................................................... 3.85% 4.00%
Fee income / total average assets......................................... 0.89% 0.89%
<CAPTION>
At At
December 31, December 31,
1996 1995
------------ ------------
Asset Quality Ratios:
<S> <C> <C>
Nonperforming assets to total assets...................................... 0.56% 1.30%
Allowance for possible loan losses to nonperforming loans................. 223.61% 155.71%
Allowance for possible loan losses to total gross loans................... 2.50% 2.61%
Capital Ratios:
Equity to assets ratio.................................................... 7.56% 7.61%
Tier 1 leverage capital ratio............................................. 7.41% 7.57%
Tier 1 risk-based capital ratio........................................... 12.79% 12.52%
Total risk-based capital ratio............................................ 14.05% 13.77%
Book value per share (1).................................................. $18.29 $15.60
<CAPTION>
December December
1996 1995
--------- -----------
Quarter to Date Average Balance Sheet (in thousands):
<S> <C> <C>
Average loans............................................................. $609,106 $554,473
Average earning assets.................................................... 1,228,252 987,826
Average assets............................................................ 1,303,877 1,046,027
Average interest-bearing liabilities...................................... 1,078,452 879,425
Average equity............................................................ 96,774 73,069
<FN>
1) Calculated on the basis of 5,573,390 and 5,220,778 weighted average
shares outstanding on a fully diluted basis for the years ended December
31, 1996 and December 31, 1995.
</FN>
</TABLE>
