<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
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 required
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 -- 24,380,107 shares as of August 5, 1996.
1
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
--------------------
NATIONAL COMMERCE BANCORPORATION
Consolidated Balance Sheets
--------------------------------
(In Thousands)
<TABLE>
<CAPTION>
June 30 Dec. 31
1996 1995
----------- ----------
(unaudited)
<S> <C> <C>
ASSETS
------
Cash and cash equivalents:
Interest-bearing deposits with other banks $ 17,400 $ 16,660
Cash and non-interest bearing deposits 151,540 144,166
Federal funds sold and securities
purchased under agreements to resell 22,092 226,929
---------- ----------
Total cash and cash equivalents 191,032 387,755
---------- ----------
Securities:
Held-to-maturity 823,045 762,023
Available-for-sale 615,890 516,623
---------- ----------
Total securities 1,438,935 1,278,646
---------- ----------
Trading account securities 35,559 20,159
Loans:
Commercial, financial and agricultural 426,797 399,580
Real estate - construction 136,780 122,720
Real estate - mortgage 551,829 520,657
Consumer 1,002,845 871,407
Lease financing 15,754 18,678
---------- ----------
Total loans 2,134,005 1,933,042
Less: Allowance for loan losses 32,475 29,010
Unearned discounts 7 1,829
---------- ----------
Net loans 2,101,523 1,902,203
---------- ----------
Premises and equipment, net 18,749 18,382
Broker/dealer customer receivables 16,132 13,444
Other assets 94,042 74,453
---------- ----------
Total assets $3,895,972 $3,695,042
========== ==========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
Consolidated Balance Sheets (cont.)
- --------------------------------------------------------------------------------
(In Thousands)
[CAPTION]
<TABLE>
June 30 Dec. 31
1996 1995
---------- ----------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits:
Non-interest-bearing deposits $ 312,923 $ 331,436
Money market checking 261,053 274,876
Savings 80,903 86,989
Money market savings 786,175 735,911
Certificates of deposit less than $100,000 679,237 677,733
Certificates of deposit of $100,000 or more 520,758 467,825
---------- ----------
Total deposits 2,641,049 2,574,770
---------- ----------
Federal funds purchased and securities sold
under agreements to repurchase 398,898 404,746
Broker/dealer customer payables 5,130 1,271
Accounts payable and accrued liabilities 55,775 38,396
Federal Home Loan Bank advances 498,765 372,799
Long-term debt 6,381 6,381
---------- ----------
Total liabilities 3,605,998 3,398,363
---------- ----------
Stockholders' equity:
Common stock 48,722 49,669
Additional paid-in capital 64,997 80,605
Retained earnings 178,268 161,878
Unrealized gains (losses) on securities, net of taxes (2,013) 4,527
---------- ----------
Total stockholders' equity 289,974 296,679
Total liabilities and --------- ---------
stockholders' equity $3,895,972 $3,695,042
========== ==========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
NATIONAL COMMERCE BANCORPORATION
Consolidated Statements of Income
---------------------------------
(Unaudited)
(In Thousands, Except per Share Data)
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30 ended June 30
--------------------- -------------------
1996 1995 1996 1995
---------- --------- --------- --------
<S> <C> <C> <C> <C>
Interest income:
Loans $46,163 $38,586 $ 90,142 $ 74,676
Securities:
Taxable 21,511 15,159 41,729 31,697
Non-taxable 1,957 2,229 3,963 4,519
Trading account securities 350 336 772 565
Deposits at banks 215 242 441 492
Other 249 490 648 921
------- ------- -------- --------
Total interest income 70,445 57,042 137,695 112,870
------- ------- -------- --------
Interest expense:
Deposits:
Money market savings 1,000 1,243 2,071 2,410
Savings 419 507 860 1,021
Money market savings 8,227 7,602 16,075 15,129
Certificates of deposit less than $100,000 8,904 9,062 18,171 16,706
Certificates of deposit $100,000 or more 6,822 4,953 13,320 9,776
Federal Home Loan Bank advances 6,591 2,228 11,829 5,708
Long-term debt 115 114 229 227
Federal funds purchased and securities
sold under agreements to repurchase 4,537 2,960 8,979 5,723
------- ------- -------- --------
Total interest expense 36,615 28,669 71,534 56,700
------- ------- -------- --------
Net interest income 33,830 28,373 66,161 56,170
Provision for loan losses 4,453 1,685 7,295 3,393
------- ------- -------- --------
Net interest income after
provision for loan losses 29,377 26,688 58,866 52,777
------- ------- -------- --------
Other income:
Trust service income 2,160 2,054 4,349 4,003
Service charges on deposits 3,404 3,459 6,775 6,870
Other services charges and fees 2,655 1,422 4,405 2,622
Broker/dealer revenue 2,360 2,885 5,941 4,775
Securities gains (257) 115 (232) 168
Other income 8,539 4,610 12,579 8,615
------- ------- -------- --------
Total other income 18,861 14,545 33,817 27,053
------- ------- -------- --------
</TABLE>
4
<PAGE>
Consolidated Statements of Income (cont.)
- ---------------------------------
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30 ended June 30
--------------------- -----------------
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Other expenses:
Salaries and employee benefits 12,076 10,358 24,053 20,166
Occupancy expense 2,362 2,156 4,712 4,258
Furniture and equipment expenses 943 882 1,846 1,739
FDIC assessment 109 1,211 216 2,402
Other expenses 11,866 9,079 20,950 17,185
------- ------- ------- -------
Total other expenses 27,356 23,686 51,777 45,750
------- ------- ------- -------
Income before income taxes 20,882 17,547 40,906 34,080
Income taxes 7,119 5,684 13,867 10,997
------- ------- ------- -------
Net income $13,763 $11,863 $27,039 $23,083
======= ======= ======= =======
Net income per share of common stock $.55 $.47 $1.08 $.92
Dividends per share of common stock $.19 $.l7 $ .38 $.34
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
NATIONAL COMMERCE BANCORPORATION
Consolidated Statements of Cash Flows
-------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months
Ended June 30
-----------------------
1996 1995
---------- -----------
(In Thousands)
<S> <C> <C>
Operating activities:
Net income $ 27,039 $ 23,083
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provision for loan losses 7,295 3,393
Provision for depreciation and amortization 1,849 2,109
Amortization of security premiums and accretion
of discounts, net (6) 100
Deferred income taxes (credit) (903) 1,018
(Increase) decrease in trading account securities (15,400) (8,938)
Realized securities (gains) losses 232 (168)
(Increase) decrease in broker/dealer customer receivables (2,688) (4,056)
(Increase) decrease in interest receivable (2,570) 1,761
(Increase) decrease in other assets (13,341) (6,898)
Increase in broker/dealer customer payables 3,859 1,147
Increase (decrease) in interest payable 295 3,230
Increase (decrease) in accounts payable and accrued expenses 19,554 (1,525)
--------- ---------
Net cash provided by (used in) operating activities 25,215 14,256
--------- ---------
Investing activities:
Available for sale securities:
Proceeds from the maturities of securities 163,690 26,395
Proceeds from sales of securities 190,215 187,041
Purchases of securities available for sale (375,440) (80,607)
Purchases of securities held to maturity (149,707) 0
Net increase (decrease) in loans (207,896) (123,939)
Purchase of premises and equipment (1,916) (2,483)
--------- ---------
Net cash provided by (used in) investing activities (381,054) 6,407
--------- ---------
Financing activities:
Net increase (decrease) in demand deposits,
NOW accounts and savings accounts 11,842 (46,099)
Net increase (decrease) in certificates of deposit 54,437 194,211
Net decrease in federal funds purchased and
securities sold under agreements to repurchase (5,848) (15,589)
Increase (decrease) in long-term debt 0 (1)
Increase (decrease) in Federal Home Loan Bank advances 125,966 (182,608)
Proceeds from exercise of stock options 2,680 1,205
Issuance of common stock 3,584 0
Repurchases of common stock (24,181) 0
Cash dividends paid (9,364) (8,371)
--------- ---------
Net cash provided by (used in) financing activities 159,116 (57,252)
--------- ---------
Decrease in cash and cash equivalents (196,723) (36,589)
Cash and cash equivalents at beginning of period 387,755 166,433
--------- ---------
Cash and cash equivalents at end of period $ 191,032 $ 129,844
========= =========
Interest expense $ 71,239 $ 53,195
Income taxes paid $ 13,872 $ 12,740
</TABLE>
6
<PAGE>
NATIONAL COMMERCE BANCORPORATION
--------------------------------
Notes to Consolidated Financial Statements
------------------------------------------
(Unaudited)
---------
Note A - Basis of Presentation
- ------------------------------
The consolidated balance sheet at December 31, 1995 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, 1995. 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 June 30, 1996 the securities in the
"Available for Sale" category included $3.3 million in unrealized losses.
Accordingly, total securities and total stockholders' equity were decreased
by $3.3 million and $2.0 million (net of taxes), respectively, at June 30,
1996, to reflect the adjustment of the securities portfolio to market. The
calculation of book value per share reflects these mark-to-market
unrealized losses, whereas the calculation of ROA and ROE do not, because
the unrealized losses are not included in net income. The fair value of the
"Held to Maturity" category was $804.0 million at June 30, 1996.
7
<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, 1996.
Financial Condition
- -------------------
Following is a comparison of the June 30, 1996, and December 31, 1995,
consolidated balance sheets. In the liability section, total deposits increased
by $66 million or 2.6%, principally as a result of a $53 million or 11.3%
increase in certificates of deposit of $100,000 or more, reflecting current
market trends and a $50 million or 6.8% increase in money market savings
deposits, reflecting new deposit gathering campaigns. Partially offsetting
these increases, money market checking accounts decreased $14 million or 5.0%,
savings deposits decreased $6 million or 7.0%, and non-interest-bearing deposit
accounts decreased $19 million or 5.6% reflecting higher year-end non-interest-
bearing deposit levels.
Federal funds purchased and securities sold under agreements to repurchase
decreased $6 million or 1.4% from year-end 1995 levels. This category of
liabilities fluctuates with the availability of overnight funds purchased from
downstream correspondent banks.
Federal Home Loan Bank advances increased $126 million or 33.8% from
December 31, 1995. This increase 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 $201 million or 10.4%
compared to December 31, 1995 levels. Commercial loans increased by $27 million
or 6.8%, real estate construction loans increased by $14 million or 11.5%, and
real estate mortgage loans increased $31 million or 6.0%, reflecting current
demand. Consumer loans increased $131 million or 15.1%, reflecting an increased
emphasis on promoting indirect automobile loans.
Securities increased by $160 million or 12.5% from year-end 1995. Securities
held to maturity increased by $61 million or 8.0%, and securities available for
sale increased $99 million or 19.2%, reflecting current portfolio investment
strategies, and current market conditions.
Federal funds sold and securities purchased under agreements to resell
decreased by $205 million or 90.3% from December 31, 1995 levels, reflecting
less excess funds that otherwise were not employed in loans or securities at
June 30, 1996.
Trading account securities increased by $15 million or 76.4% from year-end
1995 levels. This decrease 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 increased $3 million and payables
increased $4 million reflecting levels of activity.
8
<PAGE>
Results of Operations
- ---------------------
Three Months Ended June 30, 1996, Compared to Three Months Ended June 30, 1995
- ------------------------------------------------------------------------------
Net income was $13,763,000 for the second quarter of 1996, a 16.0% increase
over the $11,863,000 reported for the same period a year earlier. Earnings per
share were $.55, compared to $.47 per share in 1995, up 17.0%.
Net interest income, the difference between interest earned on loans and
investments and interest paid on interest-bearing liabilities, increased by
$5,277,000 or 17.7% for the second quarter of 1996. This increase reflects a
$13,223,000 or 22.6% increase in total interest income that more than offsets a
$7,946,000 or 27.7% increase in interest expense. Interest income increased in
1996 due to an increase of $774,214,000 or 27.8% in total average earning
assets, which more than offset a decrease in the yield on average earning assets
from 8.44% in the second quarter of 1995 to 8.12% in the second quarter of 1996.
The increased volume of earning assets positively impacted interest income by
approximately $16,000,000, while the decreased yield negatively impacted
interest income by approximately $2,800,000. Interest expense increased in the
second quarter of 1996, reflecting an increase in average interest-bearing
liabilities of $735,550,000 or 31.0%, partially offset by a decrease in the rate
paid on interest-bearing liabilities from 4.84% to 4.74%. The decrease in the
rate paid on interest-bearing liabilities positively affected interest expense
by approximately $800,000, and the increase in average outstandings negatively
affected interest expense by approximately $8,800,000. The net interest margin
(taxable equivalent net interest income as a percentage of average earning
assets) was 3.98% in second quarter 1996, compared to 4.31% in second quarter of
1995.
The provision for loan losses in the second quarter of 1996 was $4,453,000,
versus $1,685,000 for the second quarter of 1995. Net charge-offs were
$1,799,000, or .35% of average loans compared to $951,000 or .23% of average
loans in 1995. The increased provision was due to possible losses on current
loan growth. The allowance for loan losses totaled $32,475,000 at June 30,
1996, representing 1.52% of quarter-end net loans, compared to $25,580,000 or
1.49% of quarter-end net loans at June 30, 1995.
Following is a comparison of non-earning assets and loans past due 90 days
or more for the quarters ended June 30 1996, March 31, 1996, and June 30, 1995
(dollars in thousands):
<TABLE>
<CAPTION>
6-30-96 3-31-96 6-30-96
------- ------- -------
<S> <C> <C> <C>
Non-accrual loans 0 0 58
Renegotiated loans 0 0 0
Other real estate 97 0 0
------- ------- -------
Total non-earning assets 97 0 58
======= ======= =======
Loans past due 90 days or more 2,561 3,670 2,697
Percentage of total loans .12% .18% .16%
</TABLE>
Non-interest income, excluding securities transactions, totaled $19,118,000
for the quarter, an increase of $4,688,000, or 32.5%, from last year's second
quarter. The Company's broker/dealer revenue increased $525,000 versus second
quarter, 1995, reflecting current market conditions. Also included in non-
interest income was a pre-tax gain of $2.9 million on the sale of certain
assets, primarily loans, of the Company's Commerce Finance subsidiary. All
other sources of non-interest income, including service charge income, trust
service income, fuel card processing income, and supermarket sublicense income
increased a net of $2,331,000 or 20.2%. Securities losses totaled $257,000 in
second quarter, 1996, compared to
9
<PAGE>
$115,000 in securities gains in 1995.
Non-interest expenses (excluding the provision for loan losses) increased by
$3,670,000 or 15.5% in second quarter, 1996, primarily reflecting increased
employment and occupancy expenses relating to new products and locations and
increased promotional expenses of new loan and deposit gathering campaigns,
partially offset by a reduction in FDIC premiums.
The Company's return on average assets and return on average equity were
1.47% and 18.89% respectively, for second quarter of 1996. These compared with
1995 second quarter returns of 1.61% and 17.72%, respectively.
Six Months Ended June 30, 1996, Compared to Six Months Ended June 30, 1995
- --------------------------------------------------------------------------
For the six months ended June 30, 1996, net income totaled $27,309,000, a
17.1% increase over the $23,083,000 for the first six months of 1995. Earnings
per share were $1.08, compared to $.92 for the same period in 1995, a 17.4%
increase. For the six-month period, return on average assets and return on
average stockholders' equity were $1.47% and 18.51% respectively. These
compared with 1995 six month returns of 1.55% and 17.52%.
Net interest income increased by $9,626,000 or 16.3% for the first six
months of 1996. This increase reflects a $24,460,000 or 21.1% increase in total
interest income that more than offsets a $14,834,000 or 26.2% increase in
interest expense. Interest income increased in 1996 due to an increase of
$684,975,000 or 24.4% in total average earning assets, partially offset by a
decrease in the yield on average earning assets from 8.34% in 1995 to 8.09% in
1996. The increased volume of earning assets positively impacted interest
income by approximately $28,700,000, while the decreased yield negatively
impacted interest income by approximately $4,300,000. Interest expense increased
in the first six months of 1996, reflecting an increase in average interest-
bearing liabilities of $630,419,000 or 26.2%, partially offset by a decrease in
the cost of interest-bearing liabilities from 4.76% to 4.74%. The decrease in
the rate paid on interest-bearing liabilities positively impacted interest
expense by approximately $300,000, and the increase in average outstandings
negatively impacted interest expense by approximately $15,100,000. The net
interest margin was 3.97% in the first six months of 1996, compared to 4.26% in
the first six months of 1995.
The provision for loan losses for the first six months of 1996 was
$7,295,000, versus $3,393,000 for the first six months of 1995. Net charge-offs
were $3,427,000, compared to $2,123,000 in 1995.
Non-interest income, excluding securities transactions, totaled $34,049,000
for the first six months of 1996, compared to a total of $26,885,000 for the
first six months of 1995, an increase of 26.6%. The Company's broker-dealer
revenue increased $1,166,000 or 24.4%, reflecting current market conditions.
Other sources of non-interest income, including service charge income, trust
service income, fuel card processing income, supermarket sublicence income, and
the previously mentioned gain on the sale of certain assets, primarily loans, of
the Company's Commerce Finance Company subsidiary, increased a net of $5,998,000
or 27.1%. Securities losses totaled $232,000 in 1996, compared to $168,000 in
securities gains in 1995.
Non-interest expenses (excluding the provision for loan losses) increased by
$6,027,000 or 13.2% for the first six months of 1996. Increased employment and
occupancy expenses relating to new products and locations, and increased
promotional expenses of new loan and deposit gathering campaigns, partially
offset by lower FDIC insurance premiums, were the primary reasons for the
increase.
10
<PAGE>
Liquidity and Capital Resources
- -------------------------------
Interest-bearing bank balances, federal funds sold, trading account
securities, and 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 and the Federal Home Loan
Bank. Maturing loans and securities are the principal sources of long-term
asset liquidity.
Total realized stockholders' equity decreased by $165,000 from December 31,
1995. Retained earnings increased a total of $16,390,000. Offsetting this
increase was the effect of a stock repurchase program initiated in January,
1996. Through June 30, 1996, 840,408 shares had been repurchased and cancelled
under the program at a cost of $24,181,000. This decrease in shares outstanding
was partially offset by the issue of 235,059 shares through the exercise of
stock options and 129,908 shares issued in exchange for the remaining stock of
TransPlatinum Service Corp.
The following capital ratios do not include the effect of FAS No. 115 on
Tier I capital, total capital, or total risk-weighted assets.
As indicated in the following table, the Company and its banking
subsidiaries exceeded all minimum required capital ratios for well-capitalized
institutions at the indicated dates.
<TABLE>
<CAPTION>
6-30-96 3-31-96 6-30-95
------- ------- -------
<S> <C> <C> <C>
Total capital to risk-weighted assets 12.22% 13.25% 15.16%
Tier I capital to risk-weighted assets 10.96% 12.01% 13.91%
Tier I capital to assets (leverage ratio) 7.41% 8.01% 9.10%
</TABLE>
11
<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 24, 1996, 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 1999:
Frank G. Barton, Jr.; Jack R. Blair; Edmond D. Cicala; Thomas C. Farnsworth,
Jr.; Sidney A. Stewart, and R. Lee Taylor. (19,654,096 shares in favor of the
slate of directors; 10,002 withheld)
The appointment of Ernst & Young LLP as auditors of the Company for 1996
was ratified. (19,637,711 in favor; 7,237 against; 29,825 abstained)
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 June 30, 1996.
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 /s/ Lewis E. Holland
--------------------------------------
Lewis E. Holland
Executive Vice President, Treasurer and
Chief Financial Officer
(Authorized Officer)
(Principal Financial Officer)
Date August 8, 1996
------------------
12
<PAGE>
EXHIBIT 11. Computation of Earnings Per Share
- ----------------------------------------------
<TABLE>
<CAPTION>
In Thousands, Except Per Share Data
---------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
----------------- -----------------
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 24,565 24,635 24,700 24,607
Less leveraged ESOP shares (113) (50) (109) (50)
Net effect of the assumed exercise of stock
options - based on the treasury stock method
using average market price 597 643 554 649
------- ------- ------- -------
Total 25,049 25,228 25,145 25,206
======= ======= ======= =======
Net income $13,763 $11,863 $27,039 $23,083
Per share amount $ .55 $ .47 $ 1.08 $ .92
Fully Diluted:
Average shares outstanding 24,565 24,635 24,700 24,607
Less leveraged ESOP shares (113) (50) (109) (50)
Net effect of the assumed exercise of stock
options - based on the treasury stock method
using higher of quarter-end and average
market price 618 686 621 676
------- ------- ------- -------
25,070 25,271 25,212 25,233
======= ======= ======= =======
Net income $13,763 $11,863 $27,039 $23,083
Per share amount $ .55 $ .47 $ 1.07 $ .92
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> JUN-30-1996 JUN-30-1995
<CASH> 151,540 106,211
<INT-BEARING-DEPOSITS> 17,400 17,133
<FED-FUNDS-SOLD> 22,092 6,500
<TRADING-ASSETS> 35,559 22,445
<INVESTMENTS-HELD-FOR-SALE> 615,890 784,760
<INVESTMENTS-CARRYING> 823,045 289,844
<INVESTMENTS-MARKET> 804,038 291,400
<LOANS> 2,133,998 1,714,622
<ALLOWANCE> 32,475 25,580
<TOTAL-ASSETS> 3,895,972 3,006,657
<DEPOSITS> 2,641,049 2,302,502
<SHORT-TERM> 398,898 259,547
<LIABILITIES-OTHER> 60,905 27,463
<LONG-TERM> 454,728 145,315
0 0
0 0
<COMMON> 289,974 271,830
<OTHER-SE> 0 0
<TOTAL-LIABILITIES-AND-EQUITY> 3,895,972 3,006,657
<INTEREST-LOAN> 90,142 74,676
<INTEREST-INVEST> 45,692 36,216
<INTEREST-OTHER> 1,861 1,978
<INTEREST-TOTAL> 137,695 112,870
<INTEREST-DEPOSIT> 50,497 45,042
<INTEREST-EXPENSE> 71,534 56,700
<INTEREST-INCOME-NET> 66,161 56,170
<LOAN-LOSSES> 7,295 3,393
<SECURITIES-GAINS> (232) 168
<EXPENSE-OTHER> 51,777 45,750
<INCOME-PRETAX> 40,906 34,080
<INCOME-PRE-EXTRAORDINARY> 40,906 34,080
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 27,039 23,083
<EPS-PRIMARY> 1.08 .92
<EPS-DILUTED> 1.07 .92
<YIELD-ACTUAL> 3.97 4.26
<LOANS-NON> 0 58
<LOANS-PAST> 2,561 2,697
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 499 808
<ALLOWANCE-OPEN> 29,010 24,310
<CHARGE-OFFS> 5,094 3,290
<RECOVERIES> 1,667 1,167
<ALLOWANCE-CLOSE> 32,475 25,580
<ALLOWANCE-DOMESTIC> 32,475 25,580
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
