<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20459
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the quarter ended September 30, 1995
Commission File Number 0-9424
FIRST M&F CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
Mississippi 64-0636653
----------- -----------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification no.)
221 East Washington Street, Kosciusko, Mississippi 39090
-------------------------------------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number: (601) 289-5121
No change
-------------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report
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 Exchange Act of
1934 during the preceding 12 months (or for shorter period that the registrant
was required to file such report), 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 registrant's classes
of common stock, as of the latest practicable date.
Class Outstanding at October 31, 1995
----- --------------------------------
Common stock ($5.00 par value) 2,940,900 shares
<PAGE> 2
INDEX
FIRST M&F CORPORATION AND SUBSIDIARY
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements (unaudited)
Condensed consolidated statements of condition
September 30, 1995 and December 31, 1994 3
Condensed consolidated statements of income - Three months ended
September 30, 1995 and 1994, Nine months ended
September 30, 1995 and 1994 4
Condensed consolidated statement of stockholders' equity - Nine months
ended September 30, 1995 and 1994 5
Condensed consolidated statements of cash flows - Nine months ended
September 30, 1995 and 1994 6
Item 2. Managements' Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURE 14
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
FIRST M&F CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
====================================================================================================
September 30, 1995 December 31 ,1994
========================================
<S> <C> <C>
ASSETS
Cash and due from banks $ 18,394,588 $ 15,077,808
Interest bearing bank balances 5,003,989 406,234
Investment securities, market value of
$68,932,000 (1995) and $68,103,000 (1994) 69,220,545 67,369,016
Securities available for sale 82,185,863 65,643,738
Federal funds sold 15,400,000 0
Loans 289,675,824 266,045,862
Unearned discount (13,923,579) (11,664,079)
Reserve for possible loan losses (3,864,630) (3,200,000)
Net loans 271,887,615 251,181,783
Bank premises and equipment 6,995,170 6,569,984
Accrued interest receivable 4,134,103 3,602,636
Other real estate 463,599 878,732
Intangible assets 2,903,555 3,040,433
Other assets 1,380,714 2,142,516
----------------------------------------
$477,969,741 $415,912,880
====================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non interest bearing $ 48,531,879 $ 48,301,348
Interest bearing 329,787,409 284,399,940
----------------------------------------
Total deposits 378,319,288 332,701,288
----------------------------------------
Securities sold under agreements to
repurchase and other short-term borrowings 53,580,873 44,822,025
Long term debt 3,410,284 5,231,695
Accrued interest payable 2,149,357 1,427,416
Other liabilities 2,109,396 1,215,487
----------------------------------------
Total liabilities 439,569,198 385,397,911
==================================================================================================
Stockholders' equity
Common stock of $5.00 par value. 5,000,000 shares
authorized, 2,944,656 issued (1995); 2,674,656 (1994) 14,723,280 13,373,280
Additional paid-in capital 10,653,316 8,493,316
Retained earnings 13,114,016 10,176,282
Market valuation for securities available for sale,
net of income taxes (41,241) (1,479,081)
----------------------------------------
38,449,371 30,563,797
Less treasury shares, 3,756 shares, at cost for
1995 and 1994 (48,828) (48,828)
----------------------------------------
Net stockholders' equity 38,400,543 30,514,969
==================================================================================================
$477,969,741 $415,912,880
==================================================================================================
</TABLE>
NOTE: The balance sheet at December 31, 1994 has been derive
from the audited financial statements at that date. The
accompanying notes are an integral part of these financial
statements.
3
<PAGE> 4
PART I. FINANCIAL INFORMATION
FIRST M&F CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
====================================================================================================================================
Three Months Ended Nine Months Ended
======================================== =======================================
September 30, 1995 September 30, 1994 September 30, 1995 September 30, 1994
======================================== =======================================
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $6,858,155 $5,141,950 $19,339,838 $14,213,900
Interest on interest bearing bank balances 60,560 23,826 140,174 69,320
Taxable income on investment securities 1,599,333 1,480,629 4,495,926 4,456,364
Tax-exempt income on investment securities 441,255 398,944 1,343,761 1,217,351
Interest on Federal funds sold 146,169 100,483 421,411 212,164
------------------------------------------------------------------------------
Total interest income 9,105,472 7,145,832 25,741,110 20,169,099
------------------------------------------------------------------------------
Interest expense:
Interest on deposits 3,581,959 2,605,585 9,889,581 7,149,605
Interest on securities sold under
agreements to repurchase and
other short-term borrowing 644,218 402,914 1,920,660 1,000,055
Interest on long term debt 40,396 47,935 150,290 144,368
------------------------------------------------------------------------------
Total interest expense 4,266,573 3,056,434 11,960,531 8,294,028
------------------------------------------------------------------------------
Net interest income 4,838,899 4,089,398 13,780,579 11,875,071
Provision for possible loan losses 408,223 237,314 1,012,239 763,302
------------------------------------------------------------------------------
Net interest income after
provision for possible loan
losses 4,430,676 3,852,084 12,768,340 11,111,769
Other operating income:
Service charges on deposits 744,420 670,802 2,179,041 1,894,384
Credit insurance income 177,381 119,592 468,343 363,797
Gains on sales of investment
securities 0 0 905
Gains (losses) on AFS Investments (101,042) 0 (98,042) 1,979
Other income 128,960 187,191 638,284 440,093
------------------------------------------------------------------------------
Total other operating income 949,719 977,585 3,187,626 2,701,158
------------------------------------------------------------------------------
Other operating expenses:
Salaries and employee benefits 1,673,455 1,525,123 4,804,913 4,338,866
Net occupancy expense 216,704 214,501 607,948 635,353
Equipment and data processing expenses 315,037 431,885 1,157,985 1,263,381
Regulatory insurance and fees 168,675 201,113 581,576 582,328
Other expenses 1,197,167 989,806 3,346,496 2,895,016
------------------------------------------------------------------------------
Total other operating expenses 3,571,038 3,362,428 10,498,918 9,714,944
------------------------------------------------------------------------------
Income before income taxes 1,809,357 1,467,241 5,457,048 4,097,983
Income taxes 396,255 385,588 1,288,435 1,017,591
===========================================================================================================================
Net income $1,413,102 $1,081,653 $4,168,613 $3,080,392
===========================================================================================================================
===========================================================================================================================
Earnings per share $0.48 $0.40 $1.48 $1.15
===========================================================================================================================
</TABLE>
Note: The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
FIRST M&F CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
=====================================================================================================================
ADDITIONAL UNREALIZED
COMMON PAID-IN RETAINED TREASURY LOSS ON AVAIL
STOCK CAPITAL EARNINGS STOCK FOR SALE SEC. TOTAL
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
January 1, 1994 13,373,280 8,485,804 7,268,793 (41,316) 29,086,561
Change in acct for Securities 1,233,553 1,233,553
Net income 3,080,392 3,080,392
Cash dividends paid
$0.375 per share (667,725) (667,725)
Net change unrealized loss on
available for sale securities (1,896,019) (1,896,019)
Purchase 2,804 shares of
treasury stock (71,502) (71,502)
Sell 2,804 shares of
treasury stock 6,573 64,929 71,502
Market valuation of
available for sale securities 0
=============================================================================
September 30, 1994 13,373,280 8,492,377 9,681,460 (47,889) (662,466) 30,836,762
=====================================================================================================================
January 1, 1995 13,373,280 8,493,316 10,176,282 (48,828) (1,479,081) 30,514,969
Net income 4,168,613 4,168,613
Sale of 270,000 shares of
Common Stock 1,350,000 2,160,000 3,510,000
Cash dividends paid,
$.042 per share (1,230,879) (1,230,879)
Net change unrealized loss on
available for sale securities 1,437,840 1,437,840
=============================================================================
September 30, 1995 14,723,280 10,653,316 13,114,016 (48,828) (41,241) 38,400,543
=====================================================================================================================
</TABLE>
Note: The accompanying notes are an integral part of these financial statements
5
<PAGE> 6
PART I. FINANCIAL INFORMATION
FIRST M&F CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
========================================================================================================
Nine Months Ended
========================================
September 30, 1995 September 30, 1994
========================================
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $4,168,613 $3,080,392
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 654,232 827,685
Provisions for possible loan losses 1,012,239 763,302
Increase in interest receivable (531,467) (628,698)
Net increase (decrease) in accounts payable 721,941 249,743
Other, net 2,210,722 201,711
----------------------------------------
Net cash provided by operating activities 8,236,280 4,494,135
----------------------------------------
Cash flows from investing activities:
Net decrease in interest bearing bank balances (4,597,755) 3,007,660
Purchases of investment securities (4,242,263) (31,615,627)
Sales and maturities of investment securities 2,400,734 16,105,293
Purchases of securities available for sale (30,551,041) (7,686,950)
Sales and maturities of securities available for sale 15,446,756 16,437,158
Net (increase) decrease in Federal Funds sold (15,400,000) 8,750,000
Net increase in loans (21,718,071) (38,750,019)
Net increase in bank premises and equipment (1,079,418) (954,570)
Net cash received - Acquisition 4,740,793
----------------------------------------
Net cash used in investing activities (59,751,058) (29,966,262)
----------------------------------------
Cash flows from financing activities:
Net increase deposits 45,618,000 27,148,212
Net increase (decrease) in securities sold under
agreements to repurchase and other short-term borrowings 8,756,729 3,354,326
Net increase (decrease) in long term debt (1,822,292) (144,994)
Proceeds of Sale of Common Stock 3,510,000
Cash dividends (1,230,879) (1,001,558)
Treasury stock sales, net 0 0
Net cash provided by financing activities 54,831,558 29,355,986
----------------------------------------
Net increase in cash and due from banks 3,316,780 3,883,859
Cash and due from banks at January 1 15,077,808 15,203,929
========================================================================================================
Cash and due from banks at September 30, 1995 $18,394,588 $19,087,788
========================================================================================================
</TABLE>
Note: The accompanying notes are an integral part of these financial
statements.
6
<PAGE> 7
FIRST M&F CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1995
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. The condensed consolidated financial
statements of First M&F Corporation include the financial statements of
Merchants & Farmers Bank, a wholly owned subsidiary, and its wholly owned
subsidiaries, First M&F Insurance Co., State Financial Services, Family Budget
Service, M&F Financial Service and M&F Bank Securities Corporation. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended December 31, 1994.
NOTE 2: COMMON STOCK
On February 10, 1995, the Company issued a prospectus to shareholders of record
as of January 31, 1995, whereby, on a prorata basis, 135,000 shares of the
Company's common stock ($5.00 par value) were offered at a price of $26 per
share. The offering was terminated on May 10, 1995. Proceeds to the company
was $3,510,000 with all shares acquired. Approximately $30,000 was expended by
the Company in connection with the legal and accounting fees associated with
the offering.
As a result of the additional capital, stockholders' equity increased to
approximately 8.10% of total assets, compared to approximately 7.35%
previously.
On August 9, 1995, a two for one stock dividend was approved by the Board of
Directors of the Company, raising total shares outstanding to 2,940,900.
7
<PAGE> 8
FIRST M&F CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1995 (Continued)
NOTE 3: AGREEMENT TO MERGE
On August 9, 1995 the Board of Directors of the Company approved an agreement
to acquire all of the issued and outstanding common stock of Farmers and
Merchants Bank of Bruce, Mississippi, subject to shareholder and regulatory
approvals. Under the terms of the agreement First M&F Corporation will issue
450,000 shares of its common stock for the 10,000 shares of common stock of
Farmers and Merchants Bank in a non-taxable exchange that will be treated as a
pooling of interest for accounting purposes. Farmers and Merchants had total
assets of $33,000,000, and deposits of $28,264,000 and total stockholders'
equity of $4,469,000 at September 30, 1995.
8
<PAGE> 9
FIRST M&F CORPORATION AND SUBSIDIARY
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
---------------------
Net income for the three months ended September 30, 1995 was $ 1,413,102, a
32.63% increase over the same period in 1994. Net income for the nine months
ended September 30, 1995, was $4,168,613, a 35.33% increase over the comparable
period for 1994. The following is a summary of the net change in several broad
categories of income and expense.
Three Months Ended September 30
<TABLE>
<CAPTION>
1995 1994 $ Change % Change
---- ---- -------- --------
<S> <C> <C> <C> <C>
Net interest income $ 4,838,899 $ 4,089,398 $ 749,501 18.33%
Provision for loan loss 408,223 237,314 170,909 72.02%
Other operating income 949,719 977,585 (27,866) (2.85%)
Other operating expense 3,571,038 3,362,428 208,610 6.20%
------------- ----------- ------------ -----
Net income before tax $ 1,809,357 $ 1,467,241 $ 342,116 23.32%
------------- ----------- ------------ -----
Net income after tax $ 1,413,102 $ 1,081,653 $ 331,449 30.63%
------------- ----------- ------------ -----
</TABLE>
Nine Months Ended September 30
<TABLE>
<CAPTION>
1995 1994 $ Change % Change
---- ---- -------- --------
<S> <C> <C> <C> <C>
Net interest income $ 13,780,579 $ 11,875,071 $ 1,905,508 16.05%
Provision for loan loss 1,012,239 763,302 248,937 32.62%
Other operating income 3,187,626 2,701,158 486,468 18.01%
Other operating expense 10,498,918 9,714,944 783,974 8.07%
------------ ------------ ------------ -----
Net income before tax $ 5,457,048 $ 4,097,983 $ 1,359,065 33.17%
------------ ------------ ------------ -----
Net income after tax $ 4,168,613 $ 3,080,392 $ 1,088,221 35.33%
------------ ------------ ------------ -----
</TABLE>
9
<PAGE> 10
FIRST M&F CORPORATION AND SUBSIDIARY
MANAGEMENT DISCUSSION AND ANALYSIS (continued)
Net interest income continues to reflect the positive growth in earning assets
occurring during 1995. Net interest income as a percent of earning assets
(net margin) has increased to 4.20% at September 30, 1995, as compared to 4.05%
at December 31, 1994 and 3.94% as of September 30, 1994. The company's yield
on earning assets increased to 7.05% versus 6.51% at December 31, 1994, and
6.34 % at September 30, 1994. Cost of funds at September 30, 1995, was 4.06%
versus 3.47% at December 31, 1994, and 3.00% at September 30, 1994. The
company generally matched competitive rates throughout 1995 on its cost of
funds, having the repurchase agreement with Mississippi State University as a
constant source of funds to support the increased growth and leveraging of
loans. This repurchase agreement has averaged approximately $45 million in
1995. Additionally, several product funding programs during 1995 and late 1994
increased the supply of funds to support the increased level of lending.
The provision for loan loss was increased approximately $170,000 in the three
month period of 1995 over the same period of 1994, and $249,000 in the nine
month period of 1995 over 1994. Generally this level of loan loss provision
was to support the overall growth in the loan portfolio. The allowance for
loan loss as a percent of total loans, increased to 1.40% at September 30,
1995, versus 1.26% at December 31, 1994, and 1.33% at September 30, 1994.
Management has approved the approximate $95,000 provision per month for the 4th
quarter of 1995. Net charge-offs during the quarter ended September 30, 1995,
included approximately $150,000 related to consumer loans of the Bank's finance
company subsidiaries. These loans were past due 120 days or more, and were
charged off in a general clean-up of the finance subsidiaries portfolio. The
Bank's past dues and charge offs during 1995 are at an all time low in
comparison to prior reporting periods of 1994.
Other operating income and other operating expense continue to reflect
management's emphasis on the improvements of overall efficiency within the
company. The efficiency ratio at September 30, 1995, was approximately 60%
versus 65% at December 31, 1994, and 66% at September 30, 1994. Other expenses
have generally been held within budgeted levels for 1995 versus 1994 operations
as management continues to emphasize the reduction of non-interest expense of
the company.
During the quarter ended September 30, 1995, management sold availiable for
sale securities of approximately $4 million for a loss of approximately
$101,000. The purpose of the sale was to reposition the proceeds in higher
yielding securities.
10
<PAGE> 11
FIRST M&F CORPORATION AND SUBSIDIARY
MANAGEMENT DISCUSSION AND ANALYSIS (continued)
FINANCIAL CONDITION
-------------------
At September 30, 1995, loans, net of unearned discount were $271,887,615, an
8.2% increase over December 31, 1994, and a 15.5% increase over September 30,
1994. Investment securities held to maturity and securities available for sale
increased approximately 10% over December 31, 1994, and September 30, 1994
levels. These increases are a direct result of the increase in deposits and
repurchase agreements; growth areas which have funded the increase in lending
and investment capacity.
The following table shows the balances of earning assets and interest bearing
liabilities for September 30, 1995 and 1994, and for December 31, 1994 (in
thousands).
<TABLE>
<CAPTION>
09/30/95 12/31/94 09/30/94
------------ -------------- --------------
<S> <C> <C> <C>
Interest bearing bank balances $ 5,004 $ 406 $ 2,021
Investment securities 151,406 135,253 136,870
Federal funds sold 15,400 0 3,150
Net loans 271,888 251,181 235,351
------------ -------------- -------------
Total earning assets $ 443,698 $ 386,840 $ 377,392
------------ -------------- -------------
Interest bearing deposits $ 329,787 $ 284,399 $ 287,263
Short term borrowings 53,580 44,822 40,302
Long term debt 3,410 5,231 3,264
------------ -------------- --------------
Total interest bearing liabilities $ 386,777 $ 334,452 $ 330,829
------------ -------------- --------------
Net earning assets $ 56,921 $ 52,388 $ 46,563
------------ -------------- --------------
Earning assets/interest bearing
liabilities 114.7% 115.7% 114.1%
Net loans/earning assets 61.3% 64.9% 62.4%
Net earning assets/total earning assets 12.9% 9.3% 11.3%
</TABLE>
11
<PAGE> 12
Item 2. FIRST M&F CORPORATION AND SUBSIDIARY
MANAGEMENT DISCUSSION AND ANALYSIS (continued)
CAPITAL ADEQUACY
As discussed in Note 2 to the condensed consolidated financial statements, as a
result of the stock offering completed May 10, 1995, capital adequacy is in
excess of 8% (leverage ratio), which places the Company's capital at or over
peer bank levels. The Company, through normal banking relationship's, has
superior relationships with its correspondents and also is a member of the
Federal Home Loan Bank of Dallas. These relationships provide additional
funding levels should the need arise.
The Company has complied with all risk-based capital ratios as required by its
various regulators.
On August 9, 1995, the Board of Directors of the Company approved a two for one
stock dividend. This stock dividend raises the level of issued and outstanding
common shares to approximately 3 million and was for the purpose of promoting
increased trading of the stock by creating a greater market.
As discussed in the notes to the financial statements, the Company has entered
into an agreement to acquire Farmers and Merchants Bank of Bruce, Mississippi.
Under the terms of the agreement, the Company will exchange 450,000 shares of
its common stock for the 10,000 shares outstanding of Farmers and Merchants.
Management and the Board of Directors of the Company believe that their
acquisition meets the strategic expansion plan to seek out and acquire smaller
community banks within the Company's existing marketing areas. Merger, after
shareholder and regulatory approval, is expected to occur prior to year-end
1995.
12
<PAGE> 13
FIRST M&F CORPORATION AND SUBSIDIARY
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No new legal proceedings occurred in the second quarter.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 11 - Statement re computation of per share earnings
13
<PAGE> 14
FIRST M&F CORPORATION
SIGNATURE
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 thereunto duly authorized.
FIRST M&F CORPORATION
---------------------
(Registrant)
DATE: NOVEMBER 10, 1995 /s/ HUGH S. POTTS, JR.
--------------------------------------
Hugh S. Potts, Jr.
Chairman and Chief Executive Officer
DATE: NOVEMBER 10, 1995 /s/ SCOTT M. WIGGERS
--------------------------------------
Scott M. Wiggers
President and Chief Accounting Officer
14
<PAGE> 15
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
11 Statement re computation of per share earnings
27 Financial Data Schedule
<PAGE> 1
FIRST M&F CORPORATION AND SUBSIDIARY
EXHIBIT 11. COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------------- --------------------------------
1995 1994 1995 1994
----- ----- ---- -----
<S> <C> <C> <C> <C>
Net Income $ 1,413,102 $ 1,081,653 $ 4,168,613 $ 3,080,392
Weighted Average Shares
Outstanding 2,940,900 2,670,900 2,812,329 2,670,818
Earnings Per Share $ 0.48 $ 0.40 $ 1.48 $ 1.15
------------- ------------- ------------- ------------
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
UNAUDITED FINANCIAL STATEMENTS AT SEPTEMBER 30, 1995, FOR SUBMISSION IN
FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 18,395
<INT-BEARING-DEPOSITS> 5,004
<FED-FUNDS-SOLD> 15,400
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 82,186
<INVESTMENTS-CARRYING> 69,221
<INVESTMENTS-MARKET> 68,932
<LOANS> 275,753
<ALLOWANCE> 3,865
<TOTAL-ASSETS> 477,970
<DEPOSITS> 378,319
<SHORT-TERM> 935
<LIABILITIES-OTHER> 4,259
<LONG-TERM> 3,410
<COMMON> 14,723
0
0
<OTHER-SE> 23,678
<TOTAL-LIABILITIES-AND-EQUITY> 477,970
<INTEREST-LOAN> 19,340
<INTEREST-INVEST> 5,840
<INTEREST-OTHER> 561
<INTEREST-TOTAL> 25,741
<INTEREST-DEPOSIT> 9,890
<INTEREST-EXPENSE> 11,961
<INTEREST-INCOME-NET> 13,781
<LOAN-LOSSES> 1,012
<SECURITIES-GAINS> (98)
<EXPENSE-OTHER> 10,499
<INCOME-PRETAX> 5,457
<INCOME-PRE-EXTRAORDINARY> 5,457
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,169
<EPS-PRIMARY> 1.48<F1>
<EPS-DILUTED> 1.48
<YIELD-ACTUAL> 7.11
<LOANS-NON> 109
<LOANS-PAST> 349
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,200
<CHARGE-OFFS> 565
<RECOVERIES> 218
<ALLOWANCE-CLOSE> 3,865
<ALLOWANCE-DOMESTIC> 3,865
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 3,865
<FN>
<F1>TWO-FOR-ONE STOCK DIVIDEND OCCURRED ON AUG. 9, 1995. EPS DATA REFLECTS THIS
CHANGE IN SHARES OUTSTANDING.
</FN>
</TABLE>
