<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 June 30, 1995
Commission file number 0-6094
-------
NATIONAL COMMERCE BANCORPORATION
--------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-078464
--------- ---------
(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 -- 24,731,738 shares as of August 8, 1995.
<PAGE>
PART I. FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
--------------------
NATIONAL COMMERCE BANCORPORATION
Consolidated Balance Sheets
--------------------------------
(In Thousands)
<TABLE>
<CAPTION>
June 30 Dec. 31
1995 1994
---------- ----------
(unaudited)
<S> <C> <C>
ASSETS
------
Cash and cash equivalents:
Interest bearing deposits $ 17,133 $ 17,620
Cash and non-interest bearing deposits 106,211 123,138
Federal funds sold and securities
purchased under agreements to resell 6,500 25,675
---------- ----------
Total cash and cash equivalents 129,844 166,433
---------- ----------
Securities:
Held to maturity 289,844 283,906
Available for sale 784,760 872,379
---------- ----------
Total securities 1,074,604 1,156,285
---------- ----------
Trading account securities 22,445 13,507
Loans:
Commercial, financial and agricultural 367,210 356,035
Real estate - construction 104,287 91,424
Real estate - mortgage 516,738 501,489
Consumer 711,296 630,927
Lease financing 16,855 14,818
---------- ----------
Total loans 1,716,386 1,594,693
Less: Allowance for loan losses 25,580 24,310
Unearned discounts 1,764 1,887
---------- ----------
Net loans 1,689,042 1,568,496
---------- ----------
Bank premises and equipment 18,316 17,729
Broker/dealer customer receivables 5,186 1,130
Other assets 67,220 82,229
---------- ----------
Total assets $3,006,657 $3,005,809
========== ==========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
Consolidated Balance Sheets (cont.)
---------------------------
(In Thousands)
<TABLE>
<CAPTION>
June 30 Dec. 31
1995 1994
---------- ----------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits:
Non-interest bearing deposits $ 299,544 $ 306,684
Money market checking 248,026 257,729
Savings deposits 92,213 93,094
Money market savings 677,176 705,551
Certificates of deposit less than $100,000 641,017 511,772
Certificates of deposit of $100,000 or more 344,526 279,560
---------- ----------
Total deposits 2,302,502 2,154,390
---------- ----------
Federal funds purchased and securities sold
under agreements to repurchase 259,547 275,136
Broker/dealer customer payables 1,546 399
Accounts payable and accrued liabilities 25,917 23,541
Federal Home Loan Bank advances 138,933 321,541
Long-term debt 6,382 6,383
---------- ----------
Total liabilities 2,734,827 2,781,390
---------- ----------
Stockholders' equity:
Common stock 49,343 49,094
Additional paid-in capital 79,088 77,785
Retained earnings 145,115 130,404
Unrealized securities gains (losses) (1,716) (32,864)
---------- ----------
Total stockholders' equity 271,830 224,419
Total liabilities and ---------- ----------
stockholders' equity $3,006,657 $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 June 30
--------------------
1995 1994
--------- ---------
<S> <C> <C>
Interest income:
Loans $38,586 $31,155
Securities:
Taxable 15,159 13,024
Non-taxable 2,229 2,224
Trading account securities 336 331
Deposits at banks 242 178
Other 490 81
-------- --------
Total interest income 57,042 46,993
-------- --------
Interest expense:
Deposits:
Money market checking 1,243 1,339
Savings 507 593
Money market savings 7,602 3,275
Certificates of deposit less than $100,000 9,062 5,565
Certificates of deposit of $100,000 or more 4,953 3,434
Federal Home Loan Bank advances 2,228 2,616
Long-term debt 114 97
Federal funds purchased and securities
sold under agreements to repurchase 2,960 2,370
-------- --------
Total interest expense 28,669 19,289
-------- --------
Net interest income 28,373 27,704
Provision for loan losses 1,685 2,399
-------- --------
Net interest income after
provision for loan losses 26,688 25,305
-------- --------
Other income:
Trust service income 2,054 1,948
Service charges on deposits 3,459 3,592
Other service charges and fees 1,422 1,010
Broker/dealer revenue 2,885 3,130
Securities gains 115 34
Other income 4,610 3,121
-------- --------
Total other income 14,545 12,835
-------- --------
</TABLE>
4
<PAGE>
Consolidated Statements of Income (cont.)
---------------------------------
<TABLE>
<CAPTION>
For the three months
ended June 30
--------------------
1995 1994
--------- ---------
<S> <C> <C>
Other expenses:
Salaries and employee benefits 10,358 9,936
Occupancy expense 2,156 1,847
Furniture and equipment expenses 882 840
FDIC assessment 1,211 1,055
Other expenses 9,079 8,197
-------- --------
Total other expense 23,686 21,875
-------- --------
Income before income taxes l7,547 16,265
Income taxes 5,684 5,495
-------- --------
Net income $11,863 $10,770
======= ========
Net income per share of common stock $.47 $.43
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 six months
ended June 30
------------------
1995 1994
-------- -------
<S> <C> <C>
Interest income:
Loans $ 74,676 $60,113
Securities:
Taxable 31,697 24,865
Non-taxable 4,519 4,242
Trading account securities 565 972
Deposits at banks 492 329
Other 921 157
-------- -------
Total interest income 112,870 90,678
-------- -------
Interest expense:
Deposits:
Money market checking 2,410 2,603
Savings 1,021 1,181
Money market savings 15,129 6,222
Certificates of deposit less than $100,000 16,706 11,022
Certificates of deposit of $100,000 or more 9,776 6,279
Federal Home Loan Bank advances 5,708 5,033
Long-term debt 227 193
Federal funds purchased and securities
sold under agreements to repurchase 5,723 4,194
-------- -------
Total interest expense 56,700 36,727
-------- -------
Net interest income 56,170 53,951
Provision for loan losses 3,393 4,060
-------- -------
Net interest income after provision for
loan losses 52,777 49,891
-------- -------
Other income:
Trust service income 4,003 4,067
Service charges on deposits 6,870 7,216
Other service charges and fees 2,622 2,137
Broker/dealer revenue 4,775 5,252
Securities gains 168 369
Other income 8,615 5,472
-------- -------
Total other income 27,053 24,513
-------- -------
</TABLE>
6
<PAGE>
Consolidated Statements of Income (cont.)
---------------------------------
<TABLE>
<CAPTION>
For the six months
ended June 30
------------------
1995 1994
-------- -------
<S> <C> <C>
Other expenses:
Salaries and employee benefits 20,166 19,632
Occupancy expense 4,258 3,609
Furniture and equipment expenses 1,739 1,626
FDIC assessment 2,402 2,111
Other expenses 17,185 16,028
------- -------
Total other expense 45,750 43,006
------- -------
Income before income taxes 34,080 31,398
Income taxes 10,997 10,473
------- -------
Net income $23,083 $20,925
======= =======
Net income per share of common stock $.92 $.84
Dividends per share of common stock $.34 $.30
</TABLE>
See notes to consolidated financial statements.
7
<PAGE>
NATIONAL COMMERCE BANCORPORATION
Consolidated Statements of Cash Flows
-------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
For the six months
ended June 30
---------------------
1995 1994
---------- ---------
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $ 23,083 $ 20,925
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Provision for loan losses 3,393 4,060
Provision for depreciation
and amortization 2,109 1,906
Amortization of security premiums
and accretion of discounts, net 100 254
Deferred income taxes (credit) 1,018 (800)
(Increase) decrease in trading
account securities (8,938) 47,079
Realized securities (gains) (168) (369)
(Increase) decrease in broker/dealer
customer receivables (4,056) 22,059
(Increase) decrease in interest receivable 1,761 (1,424)
(Increase) decrease in other assets (6,898) (6,487)
Increase (decrease) in broker/dealer
customer payables 1,147 (12,371)
Increase in interest payable 3,230 2,673
Increase (decrease) in accounts payable
and accrued expenses (1,525) (8,430)
--------- ---------
Net cash provided by operating activities 14,256 69,075
--------- ---------
Investing Activities:
Proceeds from the maturities of securities 26,395 146,602
Proceeds from sales of securities 187,041 59,888
Purchases of securities (80,607) (339,774)
Net increase in loans (123,939) (142,051)
Purchase of premises and equipment (2,483) (4,480)
--------- ---------
Net cash provided by operating activities (6,407) (279,815)
--------- ---------
Financing Activities:
Net increase (decrease) in demand deposits,
NOW accounts and savings accounts (46,099) 7,931
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C>
Net increase in certificates of deposit 194,211 90,455
Net (increase) decrease in federal funds
purchased and securities sold under
agreements to repurchase (15,589) 62,712
Increase (decrease) in long-term debt (1) 12
Increase (decrease) in Federal Home
Loan Bank advances (182,608) 89,807
Proceeds from exercise of stock options 1,205 345
Issuance of common stock 0 76
Cash dividends paid (8,371) (7,334)
--------- ---------
Net cash provided by (used in)
financing activities (57,252) 244,004
--------- ---------
Increase (decrease) in cash and
cash equivalents (36,589) 33,264
Cash and cash equivalents at
beginnning of period 166,433 120,396
--------- ---------
Cash and Cash Equivalents at End of Period $ 129,844 $ 153,660
========= =========
Cash paid during the period for:
Interest expense $ 53,195 $ 34,054
========= =========
Income taxes $ 12,740 $ 12,599
========= =========
</TABLE>
9
<PAGE>
NATIONAL COMMERCE BANCORPORATION
--------------------------------
Notes to Consolidated Financial Statements
------------------------------------------
(Unaudited)
---------
Note A - Basis of Presentation
------------------------------
The consolidated balance sheet at December 3l, 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 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
-----------------------------
The Company adopted FAS No. 115 "Accounting for Certain Investments in Debt
and Equity Securities" at December 31, 1993. As a result, as of June 30,
1995, the securities in the "Available for Sale" category included
$2,813,000 in unrealized losses. Accordingly, total securities and total
stockholders' equity were decreased by $2.8 million and $1.7 million (net
of taxes), respectively, at June 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 $291.4
million at June 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 June 30, 1995.
Financial Condition
-------------------
Following is a comparison of the June 30, 1995, and December 31, 1994,
consolidated balance sheets. In the liability section, total deposits increased
by $148 million or 6.9%, principally as a result of a $65 million or 23.2%
increase in certificates of deposit of $100,000 or more, and a $129 million or
25.3% increase in certificates of deposit less than $100,000. Partially
offsetting these increases, money market checking accounts decreased $10 million
or 3.8%, money market savings deposits decreased $28 million of 4.0%, savings
deposits decreased $1 million or 0.9%, and total non interest-bearing deposits
decreased $7 million or 2.3% reflecting current market trends and normally
higher year-end non-interest-bearing deposit levels.
Federal funds purchased and securities sold under agreements to repurchase
decreased $16 million or 5.7% 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 decreased $183 million or 56.8% from
December 31, 1994. This decrease is principally the result of asset/liability
management decisions related to the current interest rate environment.
In the asset section, total gross loans increased by $122 million or 7.6%
compared to December 31, 1994 levels. Commercial loans increased by $11 million
or 3.1%, and real estate construction loans increased by $13 million or 14.1%,
reflecting current demand. Consumer loans increased $80 million or 12.7%, and
real estate mortgage loans increased by $15 million or 3.0%, reflecting
increased emphasis on promoting indirect automobile loans and real estate
mortgage loans.
Investment securities decreased by $82 million or 7.1% from year-end 1994.
U.S. Government securities decreased $67 million
11
<PAGE>
or 56.1%, Federal agency securities decreased by $9 million or 1.1%, and state
and municipal securities decreased $7 million or 4.1%, and other securities
decreased $1 million or 4.4%.
Federal funds sold and securities purchased under agreements to resell
decreased by $19.2 million or 74.7% from December 31, 1994 levels, reflecting
excess funds that otherwise were not employed in loans or securities at June 30,
1995.
Trading account securities increased by $8.9 million or 66.2% 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 June 30, 1995, Compared to Three Months Ended June 30, 1994
------------------------------------------------------------------------------
Net income was $11,863,000 for the second quarter of 1995, a 10.2% increase
over the $10,770,000 reported for the same period a year earlier. Earnings per
share were $.47, compared to $.43 per share in 1994, up 9.3%.
Net interest income, the difference between interest earned on loans and
investments and interest paid on interest-bearing liabilities, increased by
$815,000 or 2.8% for the second quarter of 1995. This increase reflects a
$10,210,000 or 21.1% increase in total interest income that more than offsets a
$9,380,000 or 48.6% increase in interest expense. Interest income increased in
1995 due to an increase of $141,747,000 or 5.4% in total average earnings
assets, and an increase in the yield on average earning assets from 7.35% in the
second quarter of 1994 to 8.44% in the second quarter of 1995. The increased
volume of earning assets positively impacted interest income by approximately
$2,596,000, while the increased yield positively impacted interest income by
approximately $7,614,000. Interest expense increased in the second quarter of
1995, reflecting an increase in average interest-bearing liabilities of
$115,505,000 or 5.1%, and an increase in the cost of interest-bearing
liabilities from 3.42% to 4.84%, 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 $8,409,000, and the
increase in average outstandings negatively affected interest expense by
approximately $986,000. The net interest margin (taxable equivalent net interest
income as a
12
<PAGE>
percentage of average earning assets) was 4.31% in second quarter 1995, compared
to 4.41% in second quarter of 1994.
The provision for loan losses in the second quarter of 1995 was $1,685,000,
versus $2,399,000 for the second quarter of 1994. Net charge-offs were $951,000,
compared to $800,000 in 1994. The allowance for loan losses totaled $25,580,000
at June 30, 1995, representing 1.49% of quarter-end net loans, compared to
$23,831,000 or 1.55% of quarter-end net loans at June 30, 1994.
Following is a comparison of non-earning assets and loans past due 90 days
of more for the quarters ended June 30, 1995, March 31, 1995, and June 30, 1994,
(dollars in thousands):
<TABLE>
<CAPTION>
6-30-95 3-31-95 6-30-94
------- ------- -------
<S> <C> <C> <C>
Non-accrual loans 58 0 0
Renegotiated loans 0 0 0
Other real estate 0 0 1,734
-- -- -----
Total non-earning assets 58 0 1,734
== == =====
Loans past due 90 days
or more 2,697 2,426 2,990
</TABLE>
Non-interest income totaled $14,545,000 for the quarter, an increase of
$1,710,000, or 13.3%, from last year's second quarter. The Company's
broker/dealer revenue decreased $245,000 versus second quarter, 1994, reflecting
current market conditions. All other sources of non-interest income, including
service charge income, trust service income, and supermarket sublicence income
increased a net of $1,955,000 or 20.1%.
Non-interest expenses (excluding the provision for loan losses) increased
by $1,811,000 or 8.3% in second quarter, 1995, primarily reflecting expenses of
new locations and the expenses of introducing new loan and cash management
products totaling approximately $1,100,000.
The Company's return on average assets and return on average equity,
excluding unrealized losses on investment securities, were 1.61% and 17.72%
respectively, for the second quarter of 1995. These compared with 1994 second
quarter returns of 1.53% and 18.27%.
13
<PAGE>
Six Months Ended June 30, 1995, Compared to Six Months Ended June 30, 1994
--------------------------------------------------------------------------
For the six months ended June 30, 1995, net income totaled $23,083,000, a
10.3% increase over the $20,925,000 for the first six months of 1994. Earnings
per share were $.92, compared to $.84 for the same period in 1994, a 9.5%
increase. For the six-month period, return on average assets and return on
average equity, excluding unrealized losses on investment securities, were 1.55%
and 17.52% respectively. These compared with 1994 six month returns of 1.53% and
18.02%.
Net interest income increased by $2,619,000 or 4.6% for the first six
months of 1995. This increase reflects a $22,592,000 or 24.2% increase in total
interest income that more than offsets a $19,973,000 or 54.4% increase in
interest expense. Interest income increased in 1995 due to an increase of
$233,769,000 or 9.1% in total average earning assets, and an increase in the
yield on average earning assets from 7.32% in 1994 to 8.34% in 1995. The
increased volume of earning assets positively impacted interest income by
approximately $8,491,000, while the increased yield positively impacted interest
income by approximately $14,101,000. Interest expense increased in the first six
months of 1995, reflecting an increase in average interest-bearing liabilities
of $209,132,000 or 9.5% and an increase in the cost of interest-bearing
liabilities from 3.37% to 4.76%, 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 $16,475,000, and the
increase in average outstandings negatively impacted interest expense by
approximately $3,498,000. The net interest margin was 4.26% in the first six
months of 1995, compared to 4.44% in the first six months of 1994.
The provision for loan losses for the first six months of 1995 was
$3,393,000, versus $4,060,000 for the first six months of 1994. Net charge-offs
were $2,123,000, compared to $1,696,000 in 1994.
Non-interest income totaled $27,053,000 for the first six months of 1995,
compared to a total of $24,513,000 for the first six months of 1994, an increase
of 10.4%. The Company's broker-dealer revenue decreased $477,000 or 9.1%,
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 $3,017,000 or 15.7%.
Non-interest expenses (excluding the provision for loan losses) increased
by $2,744,000 or 6.4% for the first six months
14
<PAGE>
of 1995, primarily reflecting expenses of new locations and the expenses of
introducing new loan and cash management products totaling approximately
$1,625,000.
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 assets liquidity.
Total realized stockholders' equity increased by $16,263,000 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>
6-30-95 3-31-95 6-30-94
------- ------- -------
<S> <C> <C> <C>
Total capital to risk-weighted assets 15.16% 15.48% 14.65%
Tier I capital to risk-weighed assets 13.91% 14.23% 13.40%
Leverage ratio 9.10% 9.19% 8.48%
</TABLE>
15
<PAGE>
PART II. OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the Company's Annual Meeting of Shareholders held April 26, 1995, the
following proposals were approved by the Shareholders of the Company:
The following individuals were elected to serve as directors of the Company
for terms that expire at the Annual Meeting of Shareholders to be held in 1998:
R. Grattan Brown, Jr.; Bruce E. Campbell, Jr; Thomas M. Garrott; Michael
McDonnell; Harry J. Phillips, Sr.; Rudi E. Scheidt; and Henry M. Turley, Jr.
(20,038,103 shares in favor of the slate of directors; 45,970 withheld)
The appointment of Ernst & Young LLP as auditors of the Company for 1995
was ratified. (20,086,633 in favor; 31,450 against; 61,331 abstained)
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. Exhibits
11. Computation of Earnings per Share
27. Financial Schedule
b. Reports on Form 8-K
The Registrant did not file any reports on Form 8-K
during the quarter ended June 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
Vice President, Treasurer and
Chief Financial Officer
(Authorized Officer)
(Principal Financial Officer)
Date
----------------------
16
<PAGE>
EXHIBIT 11 - Computation of Earnings Per Share
----------------------------------------------
<TABLE>
(CAPTION>
In Thousands, Excpet Per Share Data
-----------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
------------------- ----------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 24,635 24,453 24,607 24,435
Less leveraged ESOP shares (50) (75) (50) (75)
Net effect of the assumed exercise
of stock options - based on the
treasury stock method using
average market price 643 668 649 666
------- ------- ------- -------
Total 25,228 25,046 25,206 25,026
======= ======= ======= =======
Net income $11,863 $10,770 $23,083 $20,925
Per share amount $.47 $.43 $.92 $.84
Fully Diluted:
Average shares outstanding 24,635 24,453 24,607 24,435
Less leveraged ESOP shares (50) (75) (50) (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 686 668 676 666
------- ------- ------- -------
Total 25,271 25,046 25,233 25,026
======= ======= ======= =======
Net income $11,863 $10,770 $23,083 $20,925
Per share amount $.47 $.43 $.92 $.84
</TABLE>
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1994
<PERIOD-START> JAN-01-1995 JAN-01-1994
<PERIOD-END> JUN-30-1995 JUN-30-1994
<CASH> 106,211 107,382
<INT-BEARING-DEPOSITS> 17,133 19,103
<FED-FUNDS-SOLD> 6,500 27,175
<TRADING-ASSETS> 22,445 16,045
<INVESTMENTS-HELD-FOR-SALE> 784,760 882,628
<INVESTMENTS-CARRYING> 289,844 194,149
<INVESTMENTS-MARKET> 291,400 182,214
<LOANS> 1,714,622 1,536,609
<ALLOWANCE> 25,580 23,831
<TOTAL-ASSETS> 3,006,657 2,838,140
<DEPOSITS> 2,302,502 2,018,027
<SHORT-TERM> 259,547 386,139
<LIABILITIES-OTHER> 27,463 11,610
<LONG-TERM> 145,315 190,320
<COMMON> 271,830 232,044
0 0
0 0
<OTHER-SE> 0 0
<TOTAL-LIABILITIES-AND-EQUITY> 3,006,657 2,838,140
<INTEREST-LOAN> 74,676 60,113
<INTEREST-INVEST> 36,216 29,107
<INTEREST-OTHER> 1,978 1,458
<INTEREST-TOTAL> 112,870 90,678
<INTEREST-DEPOSIT> 45,042 27,307
<INTEREST-EXPENSE> 56,700 36,727
<INTEREST-INCOME-NET> 56,170 53,591
<LOAN-LOSSES> 3,393 4,060
<SECURITIES-GAINS> 168 369
<EXPENSE-OTHER> 45,750 43,006
<INCOME-PRETAX> 34,080 31,398
<INCOME-PRE-EXTRAORDINARY> 34,080 31,398
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 23,083 20,925
<EPS-PRIMARY> .92 .84
<EPS-DILUTED> .92 .84
<YIELD-ACTUAL> 4.26 4.44
<LOANS-NON> 58 0
<LOANS-PAST> 2,697 2,990
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 808 1,977
<ALLOWANCE-OPEN> 24,310 21,467
<CHARGE-OFFS> 3,290 2,751
<RECOVERIES> 1,167 1,055
<ALLOWANCE-CLOSE> 25,580 23,831
<ALLOWANCE-DOMESTIC> 25,580 23,831
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
