<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 March 31, 2000
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 or organization) Identification No.)
One Commerce Square
Memphis, Tennessee 38150
------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code - (901)523-3434
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 -- 108,071,836 shares as of May 1, 2000
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
--------------------
NATIONAL COMMERCE BANCORPORATION
Consolidated Balance Sheets
--------------------------------
(In Thousands)
<TABLE>
<CAPTION>
March 31 Dec. 31
<S> <C> <C>
2000 1999
---------- ----------
(unaudited)
ASSETS
------
Cash and cash equivalents:
Interest-bearing deposits with other banks $ 32,784 $ 21,156
Cash and non-interest bearing deposits 190,375 179,082
Federal funds sold and securities
purchased under agreements to resell 80,999 61,058
---------- ----------
Total cash and cash equivalents 304,158 261,296
---------- ----------
Securities:
Available-for-sale 624,389 553,928
Held-to-maturity 1,907,970 1,759,383
---------- ----------
Total securities 2,532,359 2,313,311
---------- ----------
Trading account securities 28,754 30,294
Loans, net of unearned discounts 4,066,030 3,985,789
Less allowance for loan losses 59,090 59,597
---------- ----------
Net loans 4,006,940 3,926,192
---------- ----------
Premises and equipment, net 47,093 47,830
Broker/dealer customer receivables 29,381 25,047
Other assets 231,335 202,203
---------- ----------
Total assets $7,180,020 $6,806,173
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits:
Non-interest bearing deposits $ 458,744 $ 454,146
Interest-bearing deposits 4,137,397 4,041,754
---------- ----------
Total deposits 4,596,141 4,495,900
Short-term borrowings 805,837 883,038
Accounts payable and accrued liabilities 122,702 99,241
Federal Home Loan Bank advances 1,035,635 714,335
Long-term debt 6,372 6,372
---------- ----------
Total liabilities 6,566,687 6,198,886
---------- ----------
Capital trust pass-through securities 49,912 49,909
Stockholders' equity:
Common stock 216,212 216,446
Additional paid-in capital 85,106 90,230
Retained earnings 271,699 253,940
Accumulated other comprehensive loss (9,596) (3,238)
---------- ----------
Total stockholders' equity 563,421 557,378
Total liabilities and --------- ---------
stockholders' equity $7,180,020 $6,806,173
========== ==========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
NATIONAL COMMERCE BANCORPORATION
Consolidated Statements of Income
--------------------------------
(Unaudited)
(In Thousands, Except per Share Data)
<TABLE>
<CAPTION>
For the three months
ended March 31
------------------
<S> <C> <C>
2000 1999
-------- --------
Interest income:
Loans $ 86,324 $ 71,488
Securities:
Taxable 38,300 32,732
Non-taxable 3,027 3,155
Trading account securities 476 649
Deposits at banks 259 349
Other 1,489 856
-------- --------
Total interest income 129,875 109,229
-------- --------
Interest expense:
Deposits 45,854 36,799
Federal Home Loan Bank advances 12,050 8,967
Long-term debt 92 90
Federal funds purchased and securities
sold under agreements to repurchase 11,106 7,998
-------- --------
Total interest expense 69,102 53,854
-------- --------
Net interest income 60,773 55,375
Provision for loan losses 2,178 2,539
-------- --------
Net interest income after
provision for loan losses 58,595 52,836
-------- --------
Other income:
Trust service income 2,363 2,575
Service charges on deposits 6,385 4,914
Other service charges and fees 5,922 4,826
Broker/dealer revenue 4,398 5,431
Securities gains 1 2
Other 5,170 3,847
-------- --------
Total other income 24,239 21,595
-------- --------
Other expenses:
Salaries and employee benefits 19,695 19,168
Occupancy expense 3,478 3,364
Furniture and equipment expense 1,914 1,767
Other 14,880 13,306
-------- --------
Total other expenses 39,967 37,605
-------- --------
Income before income taxes 42,867 36,826
Income taxes 13,751 11,937
-------- --------
Net income $ 29,116 $ 24,889
======== ========
Net income per share - basic $.27 $.24
Net income per share - diluted $.27 $.23
Dividends per share of common stock $.105 $.09
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
NATIONAL COMMERCE BANCORPORATION
Consolidated Statements of Cash Flows
-------------------------------------
(In Thousands)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31
---------- -----------
<S> <C> <C>
2000 1999
--------- ---------
(Unaudited)
Operating activities:
Net income $ 29,116 $ 24,889
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provision for loan losses 2,182 2,539
Depreciation and amortization 2,368 4,544
Amortization of security premiums and accretion
of discounts, net (149) 80
Realized securities (gains) losses (1) (2)
Deferred income taxes (benefit) (3,843) 868
Change in assets and liabilities:
(Increase) decrease in trading account securities 1,540 22,161
(Increase) decrease in broker/dealer customer receivables (4,334) (39,661)
(Increase) decrease in other assets (25,743) (3,652)
Increase (decrease) in accounts payable and accrued expenses 22,013 34,011
--------- ---------
Net cash provided by (used in) operating activities 23,149 45,777
--------- ---------
Investing activities:
Proceeds from the maturities of securities 14,190 109,498
Proceeds from sales of securities 0 1,168
Purchases of securities (237,026) (311,343)
Net (increase) decrease in loans (82,927) (23,974)
Purchase of premises and equipment (1,177) (7,387)
--------- ---------
Net cash provided by (used in) investing activities (306,940) (232,038)
--------- ---------
Financing activities:
Net increase (decrease) in demand deposits,
NOW accounts and savings accounts (30,007) (102,394)
Net increase (decrease) in certificates of deposit 130,248 89,682
Net increase (decrease) in federal funds purchased and
securities sold under agreements to repurchase (77,201) 127,926
Increase (decrease) in Federal Home Loan Bank advances 321,300 46,063
Proceeds from exercise of stock options 1,649 1,619
Issuance of common stock and other 696 638
Repurchases of common stock (8,671) (4,645)
Cash dividends paid (11,361) (9,128)
--------- ---------
Net cash provided by (used in) financing activities 326,653 149,761
--------- ---------
Increase (decrease) in cash and cash equivalents 42,862 (36,500)
Cash and cash equivalents at beginning of period 261,296 335,862
--------- ---------
Cash and cash equivalents at end of period $ 304,158 $ 299,362
========= =========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
NATIONAL COMMERCE BANCORPORATION
--------------------------------
Notes to Consolidated Financial Statements
------------------------------------------
March 31, 2000
----------------
(Unaudited)
---------
Note A - Basis of Presentation
- ------------------------------
The consolidated balance sheet at December 31, 1999 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, 1999. 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. During third quarter,
1999, the Company acquired First Financial Corporation of Mt. Juliet,
Tennessee, and Nashville-based Southeastern Mortgage of Tennessee. These
acquisitions, which were accounted for using the pooling-of-interests
method, are incorporated into reported results. For comparative purposes,
all prior period results are restated to include these acquisitions.
Note B - Segment Information
- ----------------------------
The Company operates three principal lines of business. The commercial
banking segment includes lending and related financial services to large-and
medium-sized corporations. Included among these services are several
specialty services such as real estate finance, asset based lending and
residential construction.
The retail banking segment includes sales and distribution of financial
products and services to individuals. These products and services include
loan products such as residential mortgages, home equity lending, automobile
and other personal financing needs. Retail banking also offers various
deposit products that are designed for customers' saving and transaction
needs.
The financial services segment includes balance sheet management activities
including oversight of the investment portfolio, non-deposit based funding,
interest rate risk management, income from transaction processing, in-store
consulting/licensing and specialty leasing.
The accounting policies of the individual segments are the same as those of
the Company described in Note A. Transactions between business segments are
conducted at fair value and are eliminated for reporting consolidated
financial position and results of operations.
Each segment's balance sheet is adjusted to reflect its net funding
position. Assets are increased if excess funds are provided; liabilities are
increased if funds are needed to support assets. Each segment's net
interest income is affected by the internal transfer rate assigned to its
net funding position, which rate is equivalent to the Company's average
external cost of funds. Interest income for tax-exempt loans and securities
is adjusted to a taxable equivalent basis.
Expenses for centrally provided services such as deposit servicing, data
processing, technology and loan servicing and underwriting are allocated to
each segment based upon various statistical information. Other indirect
costs, such as management overhead and corporate support, are also allocated
to each segment based upon various statistical information. The portion of
the provision for loan losses that is not related to specific net charge-
offs is allocated to the segment based upon loan growth. There are no
significant intersegment revenues.
Performance is assessed primarily on net interest margin by the chief
operating decision makers.
4
<PAGE>
The following tables present condensed income statements and average assets
for each reportable segment.
<TABLE>
<CAPTION>
Quarter Ended March 31, 2000:
<S> <C> <C> <C> <C>
Commercial Retail Financial
Banking Banking Services Total
---------- ---------- ---------- ----------
Net interest margin $ 13,622 $ 27,222 $ 23,975 $ 64,819
Provision for loan losses (190) (1,925) (63) (2,178)
---------- ---------- ---------- ----------
Net interest income after provision 13,432 25,297 23,912 62,641
Non-interest income 732 2,880 20,627 24,239
Non-interest expense (3,274) (10,544) (26,149) (39,967)
---------- ---------- ---------- ----------
Net income before taxes 10,890 17,633 18,390 46,913
Income taxes (4,131) (6,689) (6,977) (17,797)
---------- ---------- ---------- ----------
Net income $ 6,759 $ 10,944 $ 11,413 $ 29,116
========== ========== ========== ==========
Average assets $1,052,699 $3,255,547 $2,767,304 $7,075,550
Quarter Ended March 31, 1999:
Commercial Retail Financial
Banking Banking Services Total
---------- ---------- ---------- ----------
Net interest margin $ 15,154 $ 32,030 $ 11,533 $ 58,717
Provision for loan losses (911) (1,585) (43) (2,539)
---------- ---------- ---------- ----------
Net interest income after provision 14,243 30,445 11,490 56,178
Non-interest income 638 4,341 16,616 21,595
Non-interest expense (3,676) (20,427) (13,502) (37,605)
---------- ---------- ---------- ----------
Net income before taxes 11,205 14,359 14,604 40,168
Income taxes (4,262) (5,462) (5,555) (15,279)
---------- ---------- ---------- ----------
Net income $ 6,943 $ 8,897 $ 9,049 $ 24,889
========== ========== ========== ==========
Average assets $1,009,242 $2,645,227 $2,496,975 $6,151,444
</TABLE>
Note C - Earnings Per Share
- ---------------------------
The following table sets forth the computation of basic and diluted earnings
per share:
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31
--------
<S> <C> <C>
In Thousands, Except Per Share Data 2000 1999
-------- --------
Numerator:
Net income $ 29,116 $ 24,889
======== ========
Denominator:
Denominator for basic earnings
per share - weighted average shares 108,277 104,479
Dilutive potential common shares -
Employee stock options 1,468 2,118
-------- --------
Denominator for diluted earnings
per share - adjusted weighted average
and assumed conversions 109,745 106,597
======== ========
Basic earnings per share $ .27 $ .24
Diluted earnings per share $ .27 $ .23
</TABLE>
5
<PAGE>
Note D - Comprehensive Income
- -----------------------------
During the first quarter of 2000 and 1999, total comprehensive income
amounted to $22,758 and $23,461, respectively.
Note E - Pending Acquisitions
- -----------------------------
The Company and CCB Financial Corporation announced March 20 a definitive
merger of equals agreement. The transaction will be accounted for as a
pooling of interests. The combined company, which will retain the name
National Commerce Bancorporation, will be headquartered in Memphis,
Tennessee, with its operations headquarters in Durham, North Carolina. The
combined company will have assets of approximately $15 billion. The merger,
which has been unanimously approved by the boards of directors of both
companies, is conditioned upon standard regulatory and shareholder approvals
and is expected to close in the third quarter of 2000.
NCBC completed its acquisition of Piedmont Bancorp., Inc., the holding
company of Hillsborough Savings Bank, Inc. SSB during April 2000.
Hillsborough Savings Bank is a $147 million-asset bank. The transaction
will be accounted for as an immaterial pooling of interests.
6
<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. During third quarter, 1999, the Company acquired First
Financial Corporation of Mt. Juliet, Tennessee, and Nashville-based Southeastern
Mortgage of Tennessee. These acquisitions, which were accounted for using the
pooling-of-interests method, are incorporated into reported results. For
comparative purposes, all prior period results are restated to include these
acquisitions. All per share data is adjusted to reflect all stock dividends and
stock splits declared.
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
safe harbor for forward-looking statements made by or on behalf of the Company.
All statements in this Report on Form 10-Q that are not historical facts or that
express expectations and projections with respect to future matters are
"forward-looking statements" for the purpose of the safe harbor provided by the
Act. The Company cautions readers that such "forward-looking statements,"
including, without limitation, those relating to future business initiatives and
prospects, revenues, working capital, liquidity, capital needs, interest costs
and income, and "Year 2000" remediation efforts, wherever they occur in this
document or in other statements attributable to the Company, are necessarily
estimates reflecting the best judgment of the Company's senior management. Such
statements involve a number of risks and uncertainties that could cause actual
results to differ materially from those suggested by the "forward-looking
statements." Such "forward-looking statements" should, therefore be considered
in light of various important factors, including those set forth in this
document. Important factors currently known to management that could cause
actual results to differ materially from those in forward-looking statements
include significant fluctuations in interest rates, inflation, economic
recession, significant changes in the federal and state legal and regulatory
environment, significant underperformance in the Company's portfolio of
outstanding loans, and competition in the Company's markets. Other factors set
forth from time to time in the Company's reports and registration statements
filed with the Securities and Exchange Commission should also be considered.
The Company undertakes no obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of unanticipated
events or changes to future operating results over time.
Financial Condition
- -------------------
Following is a comparison of the March 31, 2000 and December 31, 1999
consolidated balance sheets.
In the asset section, total loans, net of unearned discounts increased by
$80.2 million or 2.0% compared to December 31, 1999 levels. Commercial loans
decreased by $9.8 million or 1.4%. Real estate construction loans increased by
$18.2 million or 6.4% reflecting current demand. Real estate mortgage loans
increased by $67.0 million or 4.1% and consumer loans increased $3.2 million or
.2%, reflecting lower interest rates and the competitive refinancing
environment.
Securities increased by $219 million or 9.5% from year-end 1999. Securities
held to maturity increased by $148.6 million or 8.4%, and securities available
for sale increased $70.5 million or 12.7%, reflecting current portfolio
investment strategies, and current market conditions.
Federal funds sold and securities purchased under agreements to resell
increased by $19.9 million or 32.7% from December 31, 1999 levels, reflecting
excess funds that otherwise were not employed in loans or securities at March
31, 2000.
Trading account securities decreased by $1.5 million or 5.1% from year-end
1999 levels. This decrease reflects the trading activity generated by NBC
Capital Markets Group, Inc., the Company's broker/dealer subsidiary, which
fluctuates from
7
<PAGE>
time to time.
Broker/dealer customer receivables increased $4.3 million or 17.3%.
In the liability section, total deposits increased by $100.2 million or
2.2%, principally as a result of a $111.2 million or an 8.3% increase to
certificates of deposit greater than $100,000 and a $19.1 million or 1.9%
increase to certificate of deposit less than $100,000 which were partially
offset by a $46.3 million or 4.0% decrease in money market savings accounts.
Federal funds purchased and securities sold under agreements to repurchase
decreased $77.2 million or 8.7% from year-end 1999 levels. This category of
liabilities fluctuates with the availability of overnight funds purchased from
downstream correspondent banks.
Federal Home Loan Bank advances increased $321 million or 45.0% from
December 31, 1999. This increase is principally the result of asset/liability
management decisions related to the current interest rate environment.
Results of Operations
- ---------------------
Three Months Ended March 31, 2000, Compared to Three Months Ended March 31, 1999
- --------------------------------------------------------------------------------
Net income was $29,116,000 for the first quarter of 2000, a 17.0% increase
over the $24,889,000 reported for the same period a year earlier. Diluted
earnings per share were $.27, compared to $.23 per share in 1999, up 17.4%.
Basic earnings per share were $.27, compared to $.24 per share in 1999, up
12.5%.
Net interest income, the difference between interest earned on loans and
investments and interest paid on interest-bearing liabilities, increased by
$6,102,000 or 10.4% for the first quarter of 2000. This increase reflects a
$21,350,000 or 19.0% increase in total interest income that more than offsets a
$15,248,000 or 28.3% increase in interest expense. Interest income increased in
2000 due to an increase of $894,814,000 or 15.6% in total average earning assets
and an increase in the yield on average earning assets from 7.94% to 8.11%. The
increased volume of earning assets raised interest income by approximately
$17,524,000, while the increased yield raised interest income by approximately
$3,826,000. Interest expense increased in the first quarter of 2000, reflecting
an increase in average interest-bearing liabilities of $829,911,000 or 16.4%,
and an increase in the cost of interest-bearing liabilities from 4.31% to 4.71%
caused generally by a rising interest rate environment. The increase in the
rate paid on interest-bearing liabilities increased interest expense by
approximately $6,434,000 and the increase in average outstandings raised
interest expense by approximately $8,814,000. The net interest margin (taxable
equivalent net interest income as a percentage of average earning assets) was
3.92% in first quarter 2000, compared to 4.14% in first quarter of 1999.
The provision for loan losses in the first quarter of 2000 was $2,178,000,
versus $2,539,000 for the first quarter of 1999. Net charge-offs were
$2,685,000, or .27% of average loans compared to $2,039,000 or .24% of average
loans in 1999. The allowance for loan losses totaled $59,090,000 at March 31,
2000, representing 1.45% of quarter-end net loans compared to $59,597,000 at
March 31, 1999, representing 1.50% of quarter-end net loans.
Following is a comparison of non-earning assets and loans past due 90 days
or more for the quarters ended March 31, 1999, December 31, 1998, and March 31,
1998 (dollars in thousands):
8
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
3-31-00 12-31-99 3-31-99
-------- --------- --------
Non-accrual loans $ 1,207 $ 0 $ 182
Renegotiated loans 0 0 0
Other real estate 220 271 1,200
-------- --------- --------
Total non-earning assets $ 1,427 $ 271 $ 1,382
======== ========= ========
Accruing loans past due 90 days or more $ 5,037 $ 5,470 $ 4,315
Percentage of total loans .12% .14% .13%
</TABLE>
Non-interest income, excluding securities transactions, totaled $24,239,000
for the quarter, an increase of $2,644,000, or 12.2%, from last year's first
quarter. The Company's broker/dealer revenue decreased $1,033,000 versus first
quarter 1999, reflecting current market conditions. 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
$3,678,000 or 22.8%. Securities gains totaled $1,000 in first quarter 2000,
compared to securities gains of $2,000 in 1999.
Non-interest expenses (excluding the provision for loan losses) increased by
$2,362,000 or 6.3% in first quarter, 2000, primarily reflecting increased
employment and other expenses relating to new products and locations and
increased promotional expenses of new loan and deposit gathering campaigns.
The Company's annualized return on average assets and return on average
equity were 1.65% and 20.60% respectively, for first quarter of 2000. These
compared with 1999 first quarter returns of 1.62% and 22.80%, respectively.
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 increased by $6,043,000 from December
31, 1999. Retained earnings accounted for the majority of the increase.
Through March 31, 2000, 8.9 million shares had been repurchased and cancelled
under a stock repurchase program initiated in January, 1996, and extended in
December, 1997, and December, 1999.
The following capital ratios do not include the effect of FAS No. 115 and
FAS No. 133 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 March 31, 1999.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
3-31-00 12-31-99 3-31-99
------- -------- -------
Total capital to risk-weighted assets 13.80% 13.75% 13.01%
Tier I capital to risk-weighted assets 12.57% 12.50% 11.76%
Tier I capital to assets (leverage ratio) 8.52% 8.86% 7.77%
</TABLE>
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
No significant changes since December 31, 1999. See Item 2 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
9
<PAGE>
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K
---------------------------------
a. Exhibits
27. Financial Data Schedule
b. Reports on Form 8-K
A current report on Form 8-K dated March 27, 2000 was filed under Item
5 Other Events discussing the proposed merger with CCB Financial
Corporation. Exhibits to the Form 8-K included the 1999 audited
financial statements of CCB Financial Corporation and the 1999
unaudited proforma combined condensed financial information as required
by Regulation S-X.
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
Vice Chairman, Treasurer and
Chief Financial Officer
(Authorized Officer)
(Principal Financial Officer)
Date May 9, 2000
------------
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-2000 DEC-31-1999
<PERIOD-START> JAN-01-2000 JAN-01-1999
<PERIOD-END> MAR-31-2000 MAR-31-1999
<CASH> 190,375 192,165
<INT-BEARING-DEPOSITS> 32,784 22,076
<FED-FUNDS-SOLD> 80,999 85,121
<TRADING-ASSETS> 28,754 40,576
<INVESTMENTS-HELD-FOR-SALE> 624,389 935,302
<INVESTMENTS-CARRYING> 1,907,970 1,417,413
<INVESTMENTS-MARKET> 1,804,098 1,417,755
<LOANS> 4,066,030 3,393,979
<ALLOWANCE> 59,090 53,518
<TOTAL-ASSETS> 7,180,020 6,296,354
<DEPOSITS> 4,596,141 4,182,274
<SHORT-TERM> 1,807,277 727,304
<LIABILITIES-OTHER> 122,702 115,659
<LONG-TERM> 40,567 784,045
563,421 437,173
0 0
<COMMON> 0 0
<OTHER-SE> 0 0
<TOTAL-LIABILITIES-AND-EQUITY> 7,180,020 6,296,354
<INTEREST-LOAN> 86,324 71,488
<INTEREST-INVEST> 41,327 35,887
<INTEREST-OTHER> 2,224 1,854
<INTEREST-TOTAL> 129,875 109,229
<INTEREST-DEPOSIT> 45,854 36,799
<INTEREST-EXPENSE> 23,248 17,055
<INTEREST-INCOME-NET> 60,773 55,375
<LOAN-LOSSES> 2,178 2,539
<SECURITIES-GAINS> 1 2
<EXPENSE-OTHER> 39,967 37,605
<INCOME-PRETAX> 42,867 36,826
<INCOME-PRE-EXTRAORDINARY> 42,867 36,826
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 29,116 24,889
<EPS-BASIC> .27 .24
<EPS-DILUTED> .27 .23
<YIELD-ACTUAL> 3.92 4.14
<LOANS-NON> 1,207 182
<LOANS-PAST> 5,037 4,315
<LOANS-TROUBLED> 6,300 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 59,597 53,018
<CHARGE-OFFS> 3,560 2,887
<RECOVERIES> 875 848
<ALLOWANCE-CLOSE> 59,09053,518 59,090
<ALLOWANCE-DOMESTIC> 53,518 0
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
