FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-9101
JEFFERSON BANKSHARES, INC.
Incorporated in the I.R.S. Employer ID No.
State of Virginia 54-1104491
123 East Main Street
Post Office Box 711
Charlottesville, Virginia 22902
Telephone (804) 972-1100
Indicate by a check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) has been subject to
such filing requirements for the past 90 days. Yes X No _____
As of October 15, 1994, Registrant had 15,202,050 shares of its $2.50
par value common stock issued and outstanding.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Balance Sheets
($ in thousands)
September 30 Dec. 31
1994 1993 1993
<S> <C> <C> <C>
ASSETS
Cash and due from banks............................... $ 94,832 $ 76,877 $ 114,677
Federal funds sold and other money market investments. 300 46,178 10,212
Investment securities:
Available for sale(cost of $168,106).............. 164,747 - -
Held to maturity(market value on September 30..... 507,652 669,216 716,617
of $501,769 in 1994 and $698,016 in 1993,
and $737,486 on December 31, 1993)
Total Investment Securities........................... 672,399 669,216 716,617
Loans................................................. 1,069,586 1,012,427 1,023,221
Less: Unearned income................................. (154) (422) (310)
Allowance for loan losses............................. (13,678) (13,556) (13,864)
Net loans............................................. 1,055,754 998,449 1,009,047
Premises and equipment................................ 51,530 48,043 48,171
Other assets.......................................... 47,231 46,229 43,237
Total Assets.......................................... $1,922,046 $1,884,992 $1,941,961
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand................................................ $ 265,676 $ 251,418 $ 256,321
Interest-bearing transaction accounts................. 839,343 808,712 826,181
Certificates of deposit $100,000 and over............. 70,307 69,346 68,904
Other time............................................ 514,012 533,807 525,948
Total deposits........................................ 1,689,338 1,663,283 1,677,354
Federal funds purchased and
securities sold under repurchase agreements......... 12,657 12,977 53,832
Other short-term borrowings........................... - 281 265
Other liabilities..................................... 14,513 13,139 12,863
Long-term debt........................................ 20 1,443 1,213
Total liabilities..................................... 1,716,528 1,691,123 1,745,527
Shareholders' Equity:
Preferred stock of $10.00 par value. Authorized
1,000,000 shares; issued none..................... - - -
Common stock of $2.50 par value. Authorized 32,000,000
shares; issued and outstanding 15,202,050 shares
September 30, 1994; and 15,097,747 shares September
30,1993; and 15,080,553 shares December 31, 1993... 38,005 37,744 37,701
Capital surplus....................................... 45,801 43,363 43,977
Retained earnings..................................... 123,895 112,762 114,756
Unrealized losses on securities
available for sale................................. (2,183) - -
Total shareholders' equity ........................... 205,518 193,869 196,434
Total Liabilities and Shareholders' Equity............ $1,922,046 $1,884,992 $1,941,961
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Income
(in thousands except per share data)
Three months ended Nine months Ended
September 30 September 30
1994 1993 1994 1993
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INTEREST INCOME
Interest and fees on loans .................. $21,621 $20,396 $61,364 $60,978
Income on investment securities:
Available for sale........................... 2,594 - 8,815 -
Held to maturity............................. 8,164 11,468 24,639 35,211
Other interest income........................ 375 403 971 835
Total interest income........................ 32,754 32,267 95,789 97,024
INTEREST EXPENSE
Interest-bearing transaction accounts........ 5,509 5,551 16,055 16,863
Certificates of deposit $100,000 and over.... 710 700 2,083 2,158
Other time deposits.......................... 4,982 5,457 15,019 16,864
Short-term borrowings........................ 110 112 308 267
Long-term debt............................... - 20 29 68
Total interest expense....................... 11,311 11,840 33,494 36,220
NET INTEREST INCOME.......................... 21,443 20,427 62,295 60,804
PROVISION FOR LOAN LOSSES.................... 375 130 1,225 1,058
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES.............................. 21,068 20,297 61,070 59,746
NON-INTEREST INCOME
Trust income................................. 950 1,050 3,150 3,050
Service charges on deposit accounts.......... 2,177 2,092 6,454 6,302
Investment securities gains ................. 2 106 1,166 161
Mortgage loan sales income................... 73 603 615 1,385
Other income................................. 719 619 2,422 1,845
Total non-interest income.................... 3,921 4,470 13,807 12,743
NON-INTEREST EXPENSE
Salaries and employee benefits............... 9,189 8,787 27,756 25,952
Occupancy expense, net....................... 1,317 1,342 3,831 3,598
Equipment expense............................ 1,589 1,373 4,433 4,266
F.D.I.C. assessments......................... 961 911 2,831 2,735
Other expense................................ 3,429 3,110 10,717 9,049
Total non-interest expense................... 16,485 15,523 49,568 45,600
Income before income taxes................... 8,504 9,244 25,309 26,889
Provision for income taxes................... 2,892 3,048 8,484 8,708
NET INCOME................................... $ 5,612 $ 6,196 $16,825 $18,181
EARNINGS PER COMMON SHARE.................. 0.37 0.41 1.11 1.21
AVERAGE SHARES OUTSTANDING................... 15,177 15,088 15,137 15,051
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
($ in thousands)
Nine months ended
September 30
1994 1993
<S> <C> <C>
Cash flows from operating activities:
Net income.......................................... $ 16,825 $ 18,181
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization....................... 4,442 4,232
Accretion and amortization.......................... 3,950 2,951
Provision for loan losses........................... 1,225 1,058
Investment securities gains, net.................... (1,166) (161)
(Gain) loss on sale of premises and equipment....... (167) 28
(Increase) decrease in interest receivable.......... 226 (124)
Increase (decrease) in interest payable............. 106 (336)
Other, net.......................................... (451) (736)
Total adjustments................................... 8,165 6,912
Net cash provided by
operating activities............................... 24,990 25,093
Cash flows from investing activities:
Proceeds from maturities of investment securities... 109,660 115,801
Proceeds from sales and calls
of investment securities.......................... 48,425 11,273
Purchase of investment securities................... (120,010) (130,684)
Net increase in loans............................... (49,178) (26,404)
Business combinations, net of cash.................. 21,130 1,212
Proceeds from sales of premises and equipment....... 198 41
Proceeds from sales of foreclosed properties........ 2,372 2,934
Purchases of premises and equipment................. (7,649) (2,111)
Net cash provided (used in) by investing activities. 4,948 (27,938)
Cash flows from financing activities:
Net increase (decrease) in deposits................. (11,609) 14,546
Net increase (decrease) in short-term borrowings.... (41,441) 2,353
Repayment of long-term debt......................... (1,193) (688)
Proceeds from issuance of common stock.............. 2,147 1,390
Payments to acquire common stock.................... (149) (5)
Dividends paid...................................... (7,450) (6,317)
Net cash provided by (used in) financing activities. (59,695) 11,279
Net increase (decrease) in cash
and cash equivalents.............................. (29,757) 8,434
Cash and cash equivalents at beginning of period.... 124,889 114,621
Cash and cash equivalents at end of period.......... $ 95,132 $123,055
Supplemental disclosure of cash flow information
Cash payments for:
Interest.......................................... $ 33,388 $ 36,530
Income taxes...................................... 7,825 8,445
Non-cash investing and financing activities:
Loan balances transferred to foreclosed properties $ 1,459 $ 1,254
Issuance of common stock for acquisition.......... - 834
See accompanying notes to consolidated financial statements
</TABLE>
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
($ in thousands) Nine Months Ended
September 30
1994 1993
<S> <C> <C>
Balance, January 1.......................................$196,434 $180,023
Net income............................................... 16,825 18,181
Cash dividends declared.................................. (7,556) (6,554)
Unrealized losses on securities available for sale....... (2,183) -
Issuance of common stock for dividend reinvestment plan.. 1,774 1,290
Issuance of common stock for incentive stock plan........ - 100
Issuance of common stock for acquisition................. - 843
Issuance of common stock for stock options............... 373 -
Cash paid in lieu of fractional shares................... - (9)
Acquisition of common stock.............................. (149) (5)
Balance, September 30....................................$205,518 $193,869
</TABLE>
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
($ in thousands)
Note 1 - General
The consolidated financial statements conform to generally accepted
accounting principles and to generally industry practices. The accompanying
consolidated financial statements are unaudited. In the opinion of management,
all adjustments necessary for a fair presentation of the consolidated financial
statements have been included. All such adjustments are of a normal and
recurring nature. The notes included herein should be read in conjunction
with the notes to consolidated financial statements included in the
Corporation's 1993 Annual Report to shareholders.
On January 1, 1994, the Corporation adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities. The Statement requires certain investment securities to be
reported in one of three categories: trading, available for sale, or held to
maturity. Upon adoption of this Statement, the U.S. Treasury securities portion
of the investment portfolio was classified as available for sale. In
accordance with Statement 115, these securities are reported in the
Corporation's consolidated financial statements at fair value. Unrealized
gains and losses, net of the related tax effect, are excluded from earnings and
reported as a separate component of shareholders' equity until realized.
The impact of adopting Statement 115 at September 30, 1994, is a decrease of
$3.4 million in investment securities available for sale and a net
unrealized loss, which is recorded as a separate component of shareholders'
equity, of $2.2 million. Held to maturity securities are recorded at
amortized cost. The Corporation has no trading account securities.
<TABLE>
Note 2 - Allowance for Loan Losses
A summary of transactions in the consolidated allowance for
the nine months ended September 30 follows:
1994 1993
<S> <C> <C>
Balance, January 1............................ $ 13,864 $ 13,057
Provision..................................... 1,225 1,058
Recoveries.................................... 455 259
Loan losses................................... (1,866) (941)
Increase from acquisition..................... - 123
Balance, September 30......................... $ 13,678 $ 13,556
</TABLE>
<TABLE>
Note 3 - Income Taxes
Income tax expense for the nine months ended September 30 is different
than the amount computed by applying the statutory corporate federal
income tax rate of 35% to income before income taxes. The reasons
for this difference are as follows:
1994 1993
<S> <C> <C>
Tax expense at statutory rate......... $ 8,858 $ 9,411
Increase (reduction)in taxes
resulting from:
Tax exempt interest................... (705) (817)
Other, net............................ 331 114
Provision for income taxes............ $ 8,484 $ 8,708
</TABLE>
Note 4 - Business Combinations
On August 18, 1994, Bank of Loudoun (Loudoun) merged into Jefferson
National Bank. The Corporation issued 538,881 shares of its common
stock in exchange for all of the outstanding shares of common stock of
Loudoun. The merger was accounted for as a pooling of interests.
Accordingly, the consolidated financial statements include the accounts
and transactions of Loudoun for all periods presented.
On March 25, 1994, Jefferson National Bank purchased the deposit
liabilities of Liberty Federal Savings Bank (Liberty) from the Resolution
Trust Corporation. The transaction was accounted for as a purchase, and,
accordingly, accounts and transactions for Liberty are included in the
Corporation's consolidated financial statements subsequent to the
acquisition date. Liberty had two banking offices in Warrenton, Virginia,
and total deposits of approximately $24 million.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Management's discussion and analysis of financial information is presented
to aid the reader in understanding and evaluating the financial condition
and results of operations of Jefferson Bankshares, Inc. The analysis
focuses on the Consolidated Financial Statements, their accompanying notes,
and the statistical data presented elsewhere in this report. Highlighted in the
discussion are material changes from prior reporting periods and any
identifiable trends affecting the Corporation.
On January 1, 1994, the Corporation adopted Statement of Financial
Accounting Standard No. 115, Accounting for Certain Investments in Debt
and Equity Securities. Information concerning this statement and its effects
on the consolidated financial statements is included in Note 1 of the Notes
to Consolidated Financial Statements.
On March 25, 1994, Jefferson National Bank, the Corporation's bank
subsidiary, acquired $24 million in deposits from the Resolution Trust
Corporation in its capacity as receiver for Liberty Federal Savings Bank
(Liberty) of Warrenton, Virginia. The transaction was accounted for as a
purchase, and, accordingly, the balances and transactions of Liberty are
included in the Corporation's consolidated financial statements only for
the period following the merger date.
On August 18, 1994, Bank of Loudoun merged into Jefferson National Bank.
At the time of the merger, Bank of Loudoun had total assets of $53 million,
loans, net of unearned income of $35 million, total deposits of $48 million,
and shareholders' equity of $5 million. The merger was accounted for as a
pooling of interests, and, accordingly, consolidated financial data for
periods prior to the merger have been restated to include the accounts
and transactions of Bank of Loudoun.
FINANCIAL CONDITION
Total assets on September 30, 1994 were $1.922 billion compared with $1.885
billion one year earlier and $1.942 billion at year-end 1993. In the third
quarter, total assets averaged $1.924 billion in 1994 and $1.871 billion in
1993. After nine months in 1994, total assets averaged $1.921 billion, or
4 percent above the nine month 1993 average of $1.847 billion.
Loan growth was stronger in the third quarter of 1994 compared with the
two previous quarters in 1994, as loans, net of unearned income increased
to $1.069 billion. That total was 6 percent above the year earlier total
of $1.012 billion. It also represented a $30 million increase over the
June 30, 1994 total. Higher totals for indirect instalment loans, commercial
loans, and real estate loans were responsible for the loan growth in the
comparisons for both the prior year and the prior quarter-end totals. Loans,
net of unearned income averaged $1.046 billion and $1.011 billion in the
respective third quarters of 1994 and 1993. Through nine months, loans, net
of unearned income averaged $1.036 billion in 1994 and $1.004 billion in 1993.
Investment securities on September 30, 1994, totaled $672 million compared
with the year earlier total of $669 million and the December 31, 1993 total
of $717 million. For the third quarter, investment securities averaged $675
million in 1994 and $657 million in 1993. After nine months, the portfolio
averaged $693 million in 1994 and $659 million in 1993.
Money market investments totaled $300 thousand on September 30, 1994, compared
with the year earlier total of $46 million and the year-end 1993 total of
$10 million. Third quarter averages for these investments were $34 million
in 1994 compared with $46 million in 1993. After nine months, money market
investments averaged $29 million in 1994 and in 1993.
Total deposits on September 30, 1994 were $1.689 billion compared with the
year earlier total of $1.663 billion and the year-end 1993 total of $1.677
billion. Compared with one year ago, demand deposits increased 6 percent
and interest-bearing deposits rose 1 percent. In the third quarter, total
deposits averaged $1.693 billion in 1994 and $1.650 billion in 1993. After
nine months, total deposits averaged $1.690 billion in 1994 and $1.631 billion
in 1993.
Short-term borrowings totaled $13 million on September 30, 1994, which was
approximately level with the year earlier total. In the third quarter, these
borrowings averaged $13 million in 1994 and $15 million in 1993. After nine
months, the averages were $15 million in 1994 and $14 million in 1993.
RESULTS OF OPERATIONS
Net income in the third quarter of 1994 was $5.6 million, or $.37 per
share. In the third quarter of 1993, net income was $6.2 million, or $.41
per share.
After nine months in 1994, net income was $16.8 million, or $1.11 per share.
In the comparable 1993 period, net income was $18.2 million, or $1.21 per share.
In terms of profitability, the return on average assets in the third
quarter of 1994 was 1.17 percent, compared with 1.32 percent in the same
period in 1993. After nine months, this ratio was 1.17 percent in 1994 and
1.31 percent in 1993. The return on average shareholders' equity in the
third quarter was 10.91 percent in 1994 and 12.77 percent in 1993. After
nine months, this ratio was 11.01 percent in 1994 and 12.80 percent in 1993.
Net interest income increased 5 percent in the third quarter of 1994 to
$21.4 million. The prime rate increase in August 1994 favorably affected loan
yields while funding costs were more stable. The net interest margin in the
third quarter was 4.95 percent in 1994 compared with 4.85 percent in 1993.
After nine months, the net interest margin was 4.80 percent in 1994 and 4.89
percent in 1993. Net interest income after nine months was 2 percent
higher at $62.3 million in 1994 compared with $60.8 million in 1993.
The provision for loan losses was $375 thousand in the third quarter of 1994
compared with $130 thousand in the year earlier quarter. After nine months,
the provision for loan losses was $1.2 million in 1994 compared with $1.1
million in 1993. On September 30, 1994, the allowance for loan losses was
$13.7 million, or 1.28 percent of loans, net of unearned income. On
September 30, 1993, the allowance was $13.6 million, or 1.34 percent of loans,
net of unearned income.
Factors influencing the provision for loan losses and the allowance for loan
losses include the level of problem assets and the volume of net loan losses.
Non-accrual loans on September 30, totaled $7.105 million in 1994 compared
with $9.699 million in 1993. Loans 90 days or more past due totaled $2.852
million on September 30, 1994, and $4.391 million one year earlier. The total
of foreclosed properties was $6.967 million on September 30, 1994 and $9.524
million on September 30, 1993. After nine months, net loan losses were
$1.411 million in 1994 compared with $682 thousand in 1993. In the third
quarter, net loan losses were $403 thousand in 1994 and $227 thousand in
1993.
Non-interest income of $3.9 million in the third quarter of 1994 was 12 percent
less than third quarter 1993 non-interest income of $4.5 million principally
because of a $530 thousand reduction in fees associated with the sale of
mortgage loans in the secondary market. After nine months, non-interest
income was 8 percent higher in 1994 at $13.8 million. Higher investment
securities gains were principally responsible for this increase.
Non-interest expense increased 6 percent to $16.5 million in the third quarter
of 1994 from $15.5 million in the third quarter of 1993. After nine months,
non-interest expense was 9 percent higher at $49.6 million in 1994 compared
with $45.6 million in 1993. The nine month comparison was influenced
principally by increases in personnel expense and other expense. Legal and
professional fees and telephone expense were two of the largest increases in
the other expense category.
LIQUIDITY
A financial institution's liquidity requirements are measured by its need to
meet deposit withdrawals, fund loans, maintain reserve requirements, and
operate the organization. To meet its liquidity needs, the Corporation
maintains cash reserves and has an adequate flow of funds from maturing
loans, investment securities, and short-term investments. In addition, the
Corporation's bank affiliate has the ability to borrow from the Federal
Reserve. The Corporation considers its sources of liquidity to be ample to
meet its estimated needs.
CAPITAL RESOURCES
On September 30, 1994, shareholders' equity totaled $206 million, or 10.7
percent of total assets. Included in shareholders' equity on September 30,
1994, were unrealized losses, net of the deferred tax effect, of $2.2 million
on securities available for sale.
On August 18, 1994, the Corporation completed its merger with Bank of Loudoun.
The Corporation issued 538,881 shares of its common stock in exchange for
all the outstanding shares of common stock of Bank of Loudoun.
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Interest Yield and Rate Analysis
(tax-equivalent basis)
Nine Months Ended
September 30
YIELDS ON EARNING ASSETS 1994 1993
<S> <C> <C>
Investment securities:
U.S. Treasury............................... 6.45 % 7.15 %
U.S. Government agencies.................... 6.75 7.51
States and political subdivisions........... 7.83 8.31
Corporate debt.............................. 6.17 6.93
Other securities............................ 7.24 7.52
Total investment securities................. 6.55 7.29
Money market investments.................... 4.44 3.83
Loans:
Instalment.................................. 9.27 9.62
Commercial.................................. 7.39 7.19
Real estate................................. 7.67 8.45
Total loans................................. 7.97 8.17
Total earning assets........................ 7.35 7.75
RATES ON INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Savings/Interest-checking accounts.......... 2.27 2.72
Money market deposit accounts............... 2.66 2.90
Money market certificates................... 3.74 4.05
Certificates of deposit
$100,000 and over........................... 3.91 4.06
All other time deposits..................... 4.23 4.74
Total interest-bearing deposits............. 3.07 3.42
Short-term borrowings....................... 2.76 2.48
Long-term debt.............................. 5.71 5.15
Total interest-bearing liabilities.......... 3.07 3.41
Interest spread............................. 4.28 4.34
Interest expense as a percent
of average earning assets................. 2.55 2.86
NET INTEREST MARGIN......................... 4.80 % 4.89 %
</TABLE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed on the accompanying Index to Exhibits
immediately following the signature page are filed as part
of, or incorporated by reference into this report.
(b) Reports on Form 8-K
Jefferson filed no reports on Form 8-K during the quarter
ended September 30, 1994.
Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JEFFERSON BANKSHARES, INC.
November 4, 1994 By: O. Kenton McCartney
President and
Chief Executive Officer
And
By: Allen T. Nelson, Jr.
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit No.
4. Instruments defining the rights of security holders
including indentures:
(a) Articles of Incorporation of Jefferson Bankshares',
incorporated by reference to Jefferson Bankshares'
1984 Annual Report on Form 10-K.
(b) Articles of Amendment to Articles of Incorporation dated
May 7, 1987, incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the quarter ended June
30, 1987.
(c) Articles of Amendment to Articles of Incorporation
dated March 23, 1993, incorporated by reference to
Jefferson Bankshares' report on Form 10-Q for the quarter
ended June 30, 1993.
10. Material Contracts:
(a) Senior Officers Supplemental Pension Plan incorporated by
reference to Jefferson Bankshares' 1982 Annual Report on
Form 10-K.
(b) Amended and Restated Employment Agreement dated August 26, 1987,
with Hovey S. Dabney incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the quarter ended
September 30, 1987.
(c) Amendment dated September 26, 1989, to the Amended and
Restated Employment Agreement with Hovey S. Dabney
incorporated by reference to Jefferson Bankshares'
report on Form 10-Q for the quarter ended
September 30, 1989.
(d) Amendment dated September 26, 1990, to the Amended and Restated
Employment Agreement with Hovey S. Dabney, incorporated by
reference to Jefferson Bankshares' report on Form 10-Q for the
quarter ended September 30, 1990.
(e) Deferred Compensation Agreement dated December 18, 1979
with Hovey S. Dabney, incorporated by reference to
Jefferson Bankshares' 1984 Annual Report on Form 10-K.
(f) Amendment dated September 26, 1989, to the Deferred
Compensation Agreement with Hovey S. Dabney
incorporated by reference to Jefferson Bankshares' report on
Form 10-Q for the quarter ended September 30, 1989.
(g) Incentive Stock Plan incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the quarter ended
June 30, 1985.
(h) Amendment dated April 28, 1992, to Incentive Stock Plan
incorporated by reference to Exhibit 10(f) to Form S-4 of
Jefferson Bankshares, Inc., File No. 33-47929.
(i) Amended and Restated Deferred Compensation Plan for Directors
incorporated by reference to Jefferson Bankshares' Annual
Report on Form 10-K for 1985.
(j) Split Dollar Life Insurance Plan, incorporated by reference
to Jefferson Bankshares' Annual Report on Form 10-K for 1984.
(k) Executive Severance Agreement dated October 25, 1993 between
Jefferson Bankshares and O. Kenton McCartney, incorporated
by reference to Jefferson Bankshares' Annual Report on Form
10-K for 1993.
(l) Executive Severance Agreement dated October 25, 1993 between
Jefferson Bankshares and Robert H. Campbell, Jr., incorporated
by reference to Jefferson Bankshares' Annual Report on Form
10-K for 1993.
(m) Amended and Restated Split Dollar Life Insurance Agreement
dated October 29, 1993 between Jefferson Bankshares and
Hovey S. Dabney, incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1993.
(n) Amended and Restated Split Dollar Life Insurance Agreement
dated October 29, 1993 between Jefferson Bankshares and
Robert H. Campbell, Jr., incorporated by reference to
Jefferson Bankshares' Annual Report on Form
10-K for 1993.
(o) Amended and Restated Split Dollar Life Insurance Agreement
dated October 29, 1993 between Jefferson Bankshares and
O. Kenton McCartney, incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1993.
(p) Amendment dated as of May 19, 1994, to the Amended and Restated
Split Dollar Life Insurance Agreement dated October 29, 1993
between Jefferson Bankshares and O. Kenton McCartney,
incorporated by reference to Exhibit 10(p) to Form S-4 of
Jefferson Bankshares, File No. 33-53727.
27. Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> QTR-3
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 94,832
<INT-BEARING-DEPOSITS> 1,423,662
<FED-FUNDS-SOLD> 300
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 164,747
<INVESTMENTS-CARRYING> 507,652
<INVESTMENTS-MARKET> 501,769
<LOANS> 1,069,432
<ALLOWANCE> 13,678
<TOTAL-ASSETS> 1,922,046
<DEPOSITS> 1,689,338
<SHORT-TERM> 12,657
<LIABILITIES-OTHER> 14,513
<LONG-TERM> 20
<COMMON> 38,005
0
0
<OTHER-SE> 167,513
<TOTAL-LIABILITIES-AND-EQUITY> 1,922,046
<INTEREST-LOAN> 21,621
<INTEREST-INVEST> 10,758
<INTEREST-OTHER> 375
<INTEREST-TOTAL> 32,754
<INTEREST-DEPOSIT> 11,201
<INTEREST-EXPENSE> 11,311
<INTEREST-INCOME-NET> 21,443
<LOAN-LOSSES> 375
<SECURITIES-GAINS> 2
<EXPENSE-OTHER> 16,485
<INCOME-PRETAX> 8,504
<INCOME-PRE-EXTRAORDINARY> 5,612
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,612
<EPS-PRIMARY> .37
<EPS-DILUTED> .37
<YIELD-ACTUAL> 4.80
<LOANS-NON> 7,105
<LOANS-PAST> 2,852
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 3,139
<ALLOWANCE-OPEN> 13,706
<CHARGE-OFFS> 559
<RECOVERIES> 156
<ALLOWANCE-CLOSE> 13,678
<ALLOWANCE-DOMESTIC> 11,300
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 2,378
</TABLE>
