<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
Commission file number 0-6094
-------
NATIONAL COMMERCE BANCORPORATION
--------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-0784645
---------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation organization) Identification No.)
One Commerce Square
Memphis, Tennessee 38150
------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code - (901)523-3242
Indicate by check mark whether the registrant (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $2 par value -- 24,805,056 shares as of November 8, 1995.
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
--------------------
NATIONAL COMMERCE BANCORPORATION
Consolidated Balance Sheets
--------------------------------
(In Thousands)
<TABLE>
<CAPTION>
Sept 30 Dec. 31
1995 1994
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents:
Interest bearing deposits $ 17,773 $ 17,630
Cash and non-interest bearing deposits 135,734 123,128
Federal funds sold and securities
purchased under agreement to resell 33,720 25,675
---------- ----------
Total cash and cash equivalents 187,227 166,433
---------- ----------
Securities:
Held to maturity 622,192 283,906
Available for sale 806,974 872,379
---------- ----------
Total securities 1,429,166 1,156,285
---------- ----------
Trading account securities 19,097 13,507
Loans:
Commercial, financial and agricultural 373,565 356,035
Real estate - construction 110,029 91,424
Real estate - mortgage 528,683 501,489
Consumer 795,908 630,927
Lease financing 17,852 14,818
---------- ----------
Total loans 1,826,037 1,594,693
Less: Allowance for loan losses 27,456 24,310
Unearned discounts 1,772 1,887
---------- ----------
Net loans 1,796,809 1,568,496
---------- ----------
Bank premises and equipment 18,229 17,729
Broker/dealer customer receivables 5,703 1,130
Other assets 77,621 82,229
---------- ----------
Total assets $3,533,852 $3,005,809
========== ==========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
[CAPTION]
<TABLE>
Consolidated Balance Sheets (cont.)
- ----------------------------
(In Thousands)
Sept. 30 Dec. 31
1995 1994
-------- --------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits $ 298,996 $ 306,684
Money market checking 250,577 257,729
Savings deposits 83,615 93,094
Money market savings 692,090 705,551
Certificates of deposit less than $100,000 654,434 511,772
Certificates of deposit of $100,000 or more 473,860 279,560
---------- ----------
Total deposits 2,453,572 2,154,390
---------- ----------
Federal funds purchased and securities sold
under agreements to repurchase 331,644 275,136
Broker/dealer customer payables 1,770 399
Accounts payable and accrued liabilities 31,761 23,541
Federal Home Loan Bank advances 430,442 321,541
Long-term debt 6,381 6,383
---------- ----------
Total liabilities 3,255,570 2,781,390
---------- ----------
Stockholders' equity:
Common stock 49,558 49,094
Additional paid-in capital 80,083 77,785
Retained earnings 153,753 130,404
Unrealized securities gains (losses) (5,112) (32,864)
---------- ----------
Total stockholders' equity 278,282 224,419
Total liabilities and --------- ---------
stockholders' equity $3,533,852 $3,005,809
========== ==========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
NATIONAL COMMERCE BANCORPORATION
Consolidated Statements of Income
---------------------------------
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
For the three months
ended Sept. 30
1995 1994
------ ------
<S> <C> <C>
Interest income:
Loans $41,295 $33,172
Securities:
Taxable 20,264 13,906
Non-taxable 2,004 2,279
Trading account securities 328 289
Deposits at banks 256 206
Other 160 314
------ ------
Total interest income 64,307 50,166
------ -------
Interest expense:
Deposits:
Money market checking 1,222 1,152
Savings 463 573
Money market savings 7,753 5,704
Certificates of deposit less than $100,000 9,301 5,902
Certificates of deposit of $100,000 or more 6,441 3,720
Federal Home Loan Bank advances 4,078 2,782
Long-term debt 116 99
Federal funds purchased and securities
sold under agreements to repurchase 3,613 2,641
------ -------
Total interest expense 32,987 22,573
------ -------
Net interest income 31,320 27,593
Provision for loan losses 3,011 1,554
------ -------
Net interest income after
provision for loan losses 28,309 26,039
------ -------
Other income:
Trust service income 2,070 1,965
Service charges on deposits 3,369 3,614
Other service charges and fees 1,365 1,051
Broker/dealer revenue 2,524 2,964
Securities gains 51 0
Other income 3,982 3,151
------ -------
Total other income 13,361 12,745
------ -------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Income (cont.)
- ------------------------------------------------------------------
For the three months
ended Sept. 30
----------------
1995 1994
------- -------
<S> <C> <C>
Other expenses:
Salaries and employee benefits 10,646 9,983
Occupancy expense 2,188 1,926
Furniture and equipment expenses 903 839
FDIC assessment 5 1,130
Other expenses 8,575 8,017
------- -------
Total other expense 22,317 21,895
------- -------
Income before income taxes 19,353 16,889
Income taxes 6,587 5,621
------- -------
Net income $12,766 $11,268
======= =======
Net income per share of common stock $.51 $.45
Dividends per share of common stock $.17 $.15
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
NATIONAL COMMERCE BANCORPORATION
Consolidated Statements of Income
---------------------------------
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
For the nine months
ended Sept. 30
1995 1994
------ ------
<S> <C> <C>
Interest income:
Loans $115,971 $ 93,285
Securities:
Taxable 51,961 38,771
Non-taxable 6,523 6,521
Trading account securities 893 1,261
Deposits at banks 748 535
Other 1,081 471
-------- --------
Total interest income 177,177 140,844
-------- --------
Interest expense:
Deposits:
Money market checking 3,632 3,755
Savings 1,484 1,754
Money market savings 22,882 11,926
Certificates of deposit less than $100,000 26,007 16,924
Certificates of deposit of $100,000 or more 16,217 9,999
Federal Home Loan Bank advances 9,786 7,815
Long-term debt 343 292
Federal funds purchased and securities
sold under agreements to repurchase 9,336 6,835
-------- --------
Total interest expense 89,687 59,300
-------- --------
Net interest income 87,490 81,544
Provision for loan losses 6,404 5,614
-------- --------
Net interest income after
provision for loan losses 81,086 75,930
-------- --------
Other income:
Trust service income 6,073 6,032
Service charges on deposits 10,239 10,830
Other service charges and fees 3,987 3,188
Broker/dealer revenue 7,299 8,216
Securities gains 219 369
Other income 12,597 8,623
-------- --------
Total other income 40,414 37,258
-------- --------
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Income (cont.)
- ---------------------------------------------------------------------------------
For the nine months
ended Sept. 30
------------------
1995 1994
-------- --------
<S> <C> <C>
Other expenses:
Salaries and employee benefits 30,812 29,615
Occupancy expense 6,446 5,535
Furniture and equipment expenses 2,642 2,465
FDIC assessment 2,408 3,241
Other expenses 25,759 24,045
-------- --------
Total other expense 68,067 64,901
-------- --------
Income before income taxes 53,433 48,287
Income taxes 17,584 16,094
-------- --------
Net income $ 35,849 $ 32,193
======== ========
Net income per share of common stock $1.42 $l.29
Dividends per share of common stock $.51 $.45
</TABLE>
See notes to consolidated financial statements.
7
<PAGE>
NATIONAL COMMERCE BANCORPORATION
Consolidated Statements of Cash Flows
-------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months
Ended Sept. 30
-------------------
1995 1994
-------- ---------
(In Thousands)
<S> <C> <C>
Operating activities:
Net income $ 35,849 $ 32,193
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Provision for loan losses 6,404 5,614
Provision for depreciation
and amortization 2,998 2,939
Amortization of security premiums
and accretion of discounts, net (257) 396
Deferred income taxes (credit) (1,018) 4,737
(Increase) decrease in trading
account securities (5,590) 50,705
Realized securities (gains) (219) (366)
(Increase) decrease in broker/dealer
customer receivables (4,573) 16,101
(Increase) decrease in interest receivable (4,927) (3,292)
(Increase) decrease in other assets (7,422) (10,704)
Increase (decrease) in broker/dealer
customer payables 1,371 (13,152)
Increase in interest payable 8,272 4,165
Increase (decrease) in accounts payable
and accrued expenses 1,012 1,255
--------- ---------
Net cash provided by operating activities 31,900 90,591
--------- ---------
Investing activities:
Proceeds from the maturities of securities 40,975 182,417
Proceeds from sales of securities 229,827 60,895
Purchases of securities (159,428) (484,187)
Purchases of securities held to maturity (338,286) 0
Net increase in loans (234,634) (146,240)
Purchase of premises and equipment (3,285) (5,645)
--------- ---------
Net cash provided by operating activities (464,831) (392,760)
--------- ---------
</TABLE>
8
<PAGE>
[CAPTION]
<TABLE>
<S> <C> <C>
Financing activities:
Net increase (decrease) in demand deposits,
NOW accounts and savings accounts (37,780) 143,100
Net increase in cerificates of deposit 336,962 49,221
Net (increase) decrease in federal funds
purchased and securities sold under
agreements to repurchase 56,508 46,309
Increase (decrease) in long-term debt (2) 13
Increase (decrease) in Federal Home Loan
Bank advances 108,901 133,200
Proceeds from exercise of stock options 1,718 1,043
Issuance of common stock 0 76
Cash dividends paid (12,582) (11,013)
--------- ---------
Net cash provided by (used in)
financing activities 453,725 361,949
--------- ---------
Increase (decrease) in cash and cash
equivalents 20,794 59,780
Cash and cash equivalents at beginning
of period 166,433 120,396
--------- ---------
Cash and cash equivalents at end of period $ 187,227 $ 180,176
========= =========
Cash paid during the period for:
Interest expense $ 81,415 $ 55,135
========= =========
Income taxes $ 18,635 $ 18,663
========= =========
</TABLE>
9
<PAGE>
NATIONAL COMMERCE BANCORPORATION
--------------------------------
Notes to Consolidated Financial Statements
------------------------------------------
(Unaudited)
---------
Note A - Basis of Presentation
- ------------------------------
The consolidated balance sheet at December 31, 1994 has been derived from the
audited financial statements at that date. The accompanying unaudited interim
consolidated financial statements reflect all adjustments (consisting only of
normally recurring accruals) which are, in the opinion of management, necessary
for a fair statement of the results for the interim periods presented. The
statements should be read in conjunction with the summary of accounting policies
and notes to consolidated financial statements included in the Registrant's
annual report for the year ended December 31, 1994. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted in
accordance with the rules of the Securities and Exchange Commission.
Note B - Securities Portfolio
- -----------------------------
In accordance with FAS No. 115 "Accounting for Certain Investments in Debt and
Equity Securities", as of September 30, 1995 the securities in the "Available
for Sale" category included $8,381,000 in unrealized losses. Accordingly, total
securities and total stockholders' equity were decreased by $8.4 million and
$5.1 million (net of taxes), respectively, at September 30, 1995, to reflect the
adjustment of the securities portfolio to market. The calculation of book value
per share reflects this mark-to-market unrealized loss, whereas the calculation
of ROA and ROE do not, because the unrealized loss is not included in net
income. The fair value of the "Held to Maturity" category was $622.2 million at
September 30, 1995.
10
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
-----------------------------------------------------------
The purpose of this discussion is to focus on important factors affecting the
Company's financial condition and results of operations. Reference should be
made to the consolidated financial statements (including the notes thereto) for
an understanding of the following discussion and analysis. In this discussion,
net interest income and net interest margin are presented on a fully taxable
equivalent basis. All per share data is adjusted to reflect all stock dividends
and stock splits declared through September 30, 1995.
Financial Condition
- -------------------
Following is a comparison of the September 30, 1995, and December 31, 1994,
consolidated balance sheets. In the liability section, total deposits increased
by $299 million or 13.9%, principally as a result of a $194 million or 69.5%
increase in certificates of deposit of $100,000 or more, and a $143 million or
27.9% increase in certificates of deposit less than $100,000. Partially
offsetting these increases, money market checking accounts decreased $7 million
or 2.8%, money market savings deposits decreased $13 million or 1.9%, savings
deposits decreased $9 million or 10.2%, and total non interest-bearing deposits
decreased $8 million or 2.5% reflecting current market trends and normally
higher year-end non-interest-bearing deposit levels.
Federal funds purchased and securities sold under agreements to repurchase
increased $57 million or 20.5% from year-end 1994 levels. This category of
liabilities fluctuates with the availability of overnight funds purchased from
downstream correspondent banks.
Federal Home Loan Bank advances increased $109 million or 33.9% from
December 31, 1994. This increase is principally the result of asset/liability
management decisions related to the current interest rate environment related to
increases in loans and securities.
In the asset section, total gross loans increased by $231 million or 14.5%
compared to December 31, 1994 levels. Commercial loans increased by $18 million
or 4.9%, and real estate construction loans increased by $19 million or 20.4%,
reflecting current demand. Consumer loans increased $165 million or 26.1%, and
real estate mortgage loans increased by $27 million or 5.4%, reflecting
increased emphasis on promoting indirect automobile loans and real estate
mortgage loans.
Investment securities increased by $273 million or 23.6% from year-end 1994.
U.S. Government securities decreased $96 million or 80.1%, Federal agency
securities increased by $373 million or 44.2%, and state and municipal
securities decreased $9 million or 5.8%, and
11
<PAGE>
other securities increased $6 million or 18.8%.
Federal funds sold and securities purchased under agreements to resell
increased by $8.0 million or 31.3% from December 31, 1994 levels, reflecting
excess funds that otherwise were not employed in loans or securities at
September 30, 1995.
Trading account securities increased by $5.6 million or 41.4% from year-end
1994 levels. This increase reflects the trading activity generated by Commerce
Investment Corporation, the Company's broker/dealer subsidiary, which fluctuates
from time to time.
Broker/dealer customer receivables and payables both increased, reflecting
levels of activity.
Results of Operations
- ---------------------
Three Months Ended September 30, 1995, Compared to Three Months Ended
September 30, 1994
- -----------------------------------------------------------------
Net income was $12,766,000 for the third quarter of 1995, a 13.3% increase
over the $11,268,000 reported for the same period a year earlier. Earnings per
share were $.51, compared to $.45 per share in 1994, up 13.3%.
Net interest income, the difference between interest earned on loans and
investments and interest paid on interest-bearing liabilities, increased by
$3,635,000 or 12.5% for the third quarter of 1995. This increase reflects a
$14,049,000 or 27.2% increase in total interest income that more than offsets a
$10,414,000 or 46.1% increase in interest expense. Interest income increased in
1995 due to an increase of $422,931,000 or 15.5% in total average earnings
assets, and an increase in the yield on average earning assets from 7.50% in the
third quarter of 1994 to 8.27% in the third quarter of 1995. The increased
volume of earning assets positively impacted interest income by approximately
$8,000,000, while the increased yield positively impacted interest income by
approximately $6,049,000. Interest expense increased in the third quarter of
1995, reflecting an increase in average interest-bearing liabilities of
$378,175,000 or 16.1%, and an increase in the cost of interest-bearing
liabilities from 3.81% to 4.80%, primarily as a result of deposit gathering in
new markets. The increase in the rate paid on interest-bearing liabilities
negatively affected interest expense by approximately $6,781,000, and the
increase in average outstandings negatively affected interest expense by
approximately $3,633,000. The net interest margin (taxable equivalent net
interest income as a percentage of average earning assets) was 4.11% in third
quarter 1995, compared to 4.22% in third quarter of 1994.
The provision for loan losses in the third quarter of 1995 was
12
<PAGE>
$3,011,000, versus $1,554,000 for the third quarter of 1994. Net charge-offs
were $1,135,000, compared to $1,375,000 in 1994. The increased provision was
due entirely to current and anticipated loan growth. The allowance for loan
losses totaled $27,456,000 at September 30, 1995, representing 1.51% of quarter-
end net loans, compared to $24,010,000 or 1.56% of quarter-end net loans at
September 30, 1994.
Following is a comparison of non-earning assets and loans past due 90 days
of more for the quarters ended September 30, 1995, June 30, 1995, and September
30, 1994 (dollars in thousands):
<TABLE>
<CAPTION>
9-30-95 6-30-95 9-30-94
------- ------- -------
<S> <C> <C> <C>
Non-accrual loans 57 58 0
Renegotiated loans 0 0 0
Other real estate 0 0 1,511
----- ----- -------
Total non-earning assets 57 58 1,511
===== ===== =======
Loans past due 90 days
or more 2,953 2,697 2,223
</TABLE>
Non-interest income totaled $13,361,000 for the quarter, an increase of
$616,000, or 4.8%, from last year's third quarter. The Company's broker/dealer
revenue decreased $440,000 versus third quarter, 1994, reflecting current market
conditions. All other sources of non-interest income, including service charge
income, trust service income, and supermarket sublicense income increased a net
of $1,056,000 or 10.8%.
Non-interest expenses (excluding the provision for loan losses) increased
by $422,000 or 1.9% in third quarter, 1995, primarily reflecting expenses of new
locations and the expenses of introducing new loan and cash management products
totaling approximately $1,200,000, and a reduction in FDIC insurance premiums
totaling approximately $1,125,000.
The Company's return on average assets and return on average equity,
excluding unrealized losses on investment securities, were 1.53% and 18.45%
respectively, for the third quarter of 1995. These compared with 1994 third
quarter returns of 1.55% and 18.51%.
13
<PAGE>
Nine Months Ended September 30, 1995, Compared to Nine Months Ended
September 30, 1994
- -------------------------------------------------------------
For the nine months ended September 30, 1995, net income totaled
$35,849,000, a 11.4% increase over the $32,193,000 for the first nine months of
1994. Earnings per share were $1.42, compared to $1.29 for the same period in
1994, a 10.1% increase. For the nine-month period, return on average assets and
return on average equity, excluding unrealized losses on investment securities,
were 1.54% and 17.84% respectively. These compared with 1994 nine month returns
of 1.54% and 18.19%.
Net interest income increased by $6,155,000 or 7.2% for the first nine
months of 1995. This increase reflects a $36,542,000 or 25.2% increase in total
interest income that more than offsets a $30,387,000 or 51.2% increase in
interest expense. Interest income increased in 1995 due to an increase of
$296,824,000 or 11.3% in total average earning assets, and an increase in the
yield on average earning assets from 7.39% in 1994 to 8.32% in 1995. The
increased volume of earning assets positively impacted interest income by
approximately $16,416,000, while the increased yield positively impacted
interest income by approximately $20,126,000. Interest expense increased in the
first nine months of 1995, reflecting an increase in average interest-bearing
liabilities of $265,482,000 or 11.8% and an increase in the cost of interest-
bearing liabilities from 3.53% to 4.77%, primarily as a result of deposit
gathering in new markets. The increase in the rate paid on interest-bearing
liabilities negatively impacted interest expense by approximately $23,380,000,
and the increase in average outstandings negatively impacted interest expense by
approximately $7,007,000. The net interest margin was 4.21% in the first nine
months of 1995, compared to 4.37% in the first nine months of 1994.
The provision for loan losses for the first nine months of 1995 was
$6,404,000, versus $5,614,000 for the first nine months of 1994. Net charge-offs
were $3,258,000, compared to $3,071,000 in 1994.
Non-interest income totaled $40,414,000 for the first nine months of 1995,
compared to a total of $37,258,000 for the first nine months of 1994, an
increase of 8.5%. The Company's broker-dealer revenue decreased $917,000 or
11.2%, reflecting current market conditions. Other sources of non-interest
income, including service charge income, trust service income, and supermarket
sublicense income, increased a net of $4,073,000 or 14.0%.
Non-interest expenses (excluding the provision for loan losses) increased
by $3,166,000 or 4.9% for the first nine months of 1995, primarily reflecting
expenses of new locations and the expenses of introducing new loan and cash
management products totaling approximately $2,400,000.
14
<PAGE>
Liquidity and Capital Resources
- -------------------------------
Interest-bearing bank balances, federal funds sold, trading account
securities, and investment securities available for sale are the principal
sources of short-term asset liquidity. Other sources of short-term liquidity
include federal funds purchased and repurchase agreements, credit lines with
other banks, and borrowings from the Federal Reserve Bank. Maturing loans and
investment securities are the principal sources of long-term asset liquidity.
Total realized stockholders' equity increased by $26,111,000 from December
31, 1994, with retained earnings accounting for substantially all of the
increase.
The following capital ratios do not include the effect of FAS No. 115 on
Tier I capital, total capital, or total risk-weighted assets.
<TABLE>
<CAPTION>
9-30-95 6-30-95 9-30-94
------- ------- -------
<S> <C> <C> <C>
Total capital to risk-weighted
assets 12.82% 15.16% 14.85%
Tier I capital to risk-weighed
assets 14.06% 13.91% 13.60%
Leverage ratio 8.02% 9.10% 8.40%
</TABLE>
15
<PAGE>
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K
---------------------------------
a. Exhibits
11. Computation of Earnings per Share
27. Financial Data Schedule
b. Reports on Form 8-K
The Registrant did not file any reports on Form 8-K
during the quarter ended September 30, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL COMMERCE BANCORPORATION
(Registrant)
By
--------------------------------------
Lewis E. Holland
Executive Vice President, Treasurer and
Chief Financial Officer
(Authorized Officer)
(Principal Financial Officer)
Date
------------------
16
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11 - Computation of Earnings Per Share
- ---------------------------------------------------------------------------------------------------------
(In Thousands, Except Per Share Data)
Quarter Ended Nine Months Ended
Sept. 30 Sept. 30
-------------- -----------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 24,734 24,502 24,650 24,457
Less leveraged ESOP shares (53) (75) (53) (75)
Net effect of the assumed exercise
of stock options - based on the
treasury stock method using
average market price 580 636 627 657
------- ------- ------- -------
Total 25,261 25,063 25,224 25,039
======= ======= ====== =======
Net income $12,766 $11,268 $35,849 $32,193
Per share amount $.51 $.45 $1.42 $l.29
Fully Diluted:
Average shares outstanding 24,734 24,502 24,650 24,457
Less leveraged ESOP shares (53) (75) (53) (75)
Net effect of the assumed exercise
of stock options - based on the
treasury stock method using higher of
quarter-end and average market price 580 714 645 683
------- ------- ------- -------
Total 25,261 25,141 25,242 25,065
======= ======= ======= =======
Net income $12,766 $11,268 $35,849 $32,193
Per share amount $.51 $.45 $1.42 $1.28
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1994
<PERIOD-START> JAN-01-1995 JAN-01-1994
<PERIOD-END> SEP-30-1995 SEP-30-1994
<CASH> 135,734 116,318
<INT-BEARING-DEPOSITS> 17,773 17,216
<FED-FUNDS-SOLD> 33,720 46,642
<TRADING-ASSETS> 19,097 12,419
<INVESTMENTS-HELD-FOR-SALE> 806,974 892,667
<INVESTMENTS-CARRYING> 622,192 274,354
<INVESTMENTS-MARKET> 622,220 264,028
<LOANS> 1,824,265 1,539,423
<ALLOWANCE> 27,456 24,010
<TOTAL-ASSETS> 3,533,852 2,966,183
<DEPOSITS> 2,453,572 2,111,962
<SHORT-TERM> 331,644 344,909
<LIABILITIES-OTHER> 33,531 20,630
<LONG-TERM> 436,823 258,541
<COMMON> 278,282 230,141
0 0
0 0
<OTHER-SE> 0 0
<TOTAL-LIABILITIES-AND-EQUITY> 3,533,852 2,966,183
<INTEREST-LOAN> 115,971 93,285
<INTEREST-INVEST> 58,484 45,292
<INTEREST-OTHER> 2,722 2,267
<INTEREST-TOTAL> 177,177 140,844
<INTEREST-DEPOSIT> 70,222 44,358
<INTEREST-EXPENSE> 89,687 59,300
<INTEREST-INCOME-NET> 87,490 81,544
<LOAN-LOSSES> 6,404 5,614
<SECURITIES-GAINS> 219 369
<EXPENSE-OTHER> 68,067 64,901
<INCOME-PRETAX> 53,443 48,287
<INCOME-PRE-EXTRAORDINARY> 53,443 48,287
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 35,849 32,193
<EPS-PRIMARY> 1.42 1.29
<EPS-DILUTED> 1.42 1.28
<YIELD-ACTUAL> 4.21 4.37
<LOANS-NON> 57 0
<LOANS-PAST> 2,953 2,223
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 754 1,247
<ALLOWANCE-OPEN> 24,310 21,467
<CHARGE-OFFS> 4,952 4,662
<RECOVERIES> 1,694 1,591
<ALLOWANCE-CLOSE> 27,456 24,010
<ALLOWANCE-DOMESTIC> 27,456 24,010
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
