<PAGE> 1
FIRST M & F CORPORATION
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, 1996 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.)
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 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 25, 1996
----- -------------------------------
Common stock ($5.00 par value) 3,394,656 shares
Page 1 of 16
<PAGE> 2
FIRST M & F CORPORATION AND SUBSIDIARY
FORM 10-Q
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I: FINANCIAL INFORMATION 3
Item 1 - Financial Statements (unaudited):
Condensed Consolidated Statements of Condition 4
Condensed Consolidated Statements of Income 5
Condensed Consolidated Statements of Stockholders'
Equity 6
Condensed Consolidated Statements of Cash Flows 7
Notes to Condensed Consolidated Financial Statements 8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-13
PART II: OTHER INFORMATION
Item 1 - Legal Proceedings 14
Item 2 - Changes in Securities 14
Item 3 - Defaults upon Senior Securities 14
Item 4 - Submission of Matters to a Vote of Security
Holders 14
Item 5 - Other Information 14
Item 6 - Exhibits and Reports on Form 8-K 14
SIGNATURE 15
</TABLE>
-2-
<PAGE> 3
PART I: FINANCIAL INFORMATION
Item 1 - Financial Statements
-3-
<PAGE> 4
FIRST M & F CORPORATION AND SUBSIDIARY
Condensed Consolidated Statements of Condition
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
Assets 1996 1995 (1)
------------- ------------
<S> <C> <C>
Cash and due from banks $ 23,643,309 $ 18,823,519
Interest bearing bank balances 3,286,349 314,603
Federal funds sold 7,450,000 1,000,000
Securities available for sale 93,047,595 128,189,968
Investment securities, market value of
$53,195,000 in 1996 and $53,210,000 in 1995 53,179,737 52,814,271
Loans 350,657,499 306,516,205
Unearned discount (18,904,245) (14,513,713)
Reserve for possible loan losses (4,548,279) (4,250,000)
------------- -------------
Net loans 327,204,975 287,752,492
------------- -------------
Bank premises and equipment 7,921,178 7,536,916
Accrued interest receivable 5,030,451 4,975,448
Other real estate 501,406 148,176
Intangible assets 2,739,456 2,859,099
Other assets 1,988,086 1,392,666
------------- -------------
$ 525,992,542 $ 505,807,158
============= =============
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Non-interest bearing $ 57,655,957 $ 52,160,180
Interest bearing 406,782,627 353,702,646
------------- -------------
Total deposits 464,438,584 405,862,826
------------- -------------
Securities sold under agreements to repurchase - 48,293,668
Other borrowings 8,404,824 3,005,497
Accrued interest payable 2,821,309 2,529,304
Other liabilities 2,294,021 1,346,902
------------- -------------
Total liabilities 477,958,738 461,038,197
------------- -------------
Stockholders' equity:
Common stock, $5.00 par value, 5,000,000 shares
authorized, 3,394,656 issued and outstanding 16,973,280 16,973,280
Additional paid-in capital 10,698,388 10,653,316
Retained earnings 20,249,456 16,492,206
Market valuation for securities available for
sale, net of income taxes 112,680 698,987
------------- -------------
48,033,804 44,817,789
Less treasury shares, 3,756 shares, at cost
in 1995 - (48,828)
------------- -------------
Net stockholders' equity 48,033,804 44,768,961
------------- -------------
$ 525,992,542 $ 505,807,158
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
(1) Derived from audited financial statements.
-4-
<PAGE> 5
FIRST M & F CORPORATION AND SUBSIDIARY
Condensed Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------- -------------------------------
1996 1995 1996 1995
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 8,075,596 $ 7,081,155 $ 22,873,723 $ 19,999,838
Interest bearing bank balances 32,377 62,560 152,825 144,174
Taxable investments 1,704,843 1,861,333 5,754,887 5,227,926
Tax exempt investments 486,441 526,255 1,481,217 1,599,761
Federal funds sold 111,667 162,169 544,055 473,411
------------ ----------- ------------ ------------
Total interest income 10,410,924 9,693,472 30,806,707 27,445,110
------------ ----------- ------------ ------------
Interest expense:
Deposits 4,571,726 3,852,959 13,423,863 10,661,581
Securities sold under agreements
to repurchase 25,955 644,218 958,311 1,920,660
Long-term debt 157,096 40,396 245,457 150,290
------------ ----------- ------------ ------------
Total interest expense 4,754,777 4,537,573 14,627,631 12,732,531
------------ ----------- ------------ ------------
Net interest income 5,656,147 5,155,899 16,179,076 14,712,579
Provision for possible loan losses 281,203 414,223 785,684 1,035,239
------------ ----------- ------------ ------------
Net interest income after
provision for possible
loan losses 5,374,944 4,741,676 15,393,392 13,677,340
------------ ----------- ------------ ------------
Other operating income:
Service charges on deposits 921,349 776,420 2,649,671 2,282,041
Credit insurance income 118,605 113,413 365,087 303,805
Gains (losses) on securities
available for sale (107) (98,042) 21,844 (88,042)
Other income 141,658 148,960 464,745 700,284
------------ ----------- ------------ ------------
Total other operating
income 1,181,505 940,751 3,501,347 3,198,088
------------ ----------- ------------ ------------
Other operating expenses:
Salaries and employee benefits 1,990,909 1,777,455 5,951,540 5,105,913
Net occupancy expense 236,731 227,704 758,798 642,948
Equipment and data processing
expenses 435,829 321,037 1,301,470 1,176,985
Regulatory insurance and fees 42,896 167,675 76,912 612,576
Other expenses 1,108,333 1,190,199 2,951,903 3,342,958
------------ ----------- ------------ ------------
Total other operating
expenses 3,814,698 3,684,070 11,040,623 10,881,380
------------ ----------- ------------ ------------
Income before income taxes 2,741,751 1,998,357 7,854,116 5,994,048
Income taxes 827,325 437,255 2,230,755 1,391,435
------------ ----------- ------------ ------------
Net income $ 1,914,426 $ 1,561,102 $ 5,623,361 $ 4,602,613
============ =========== ============ ============
Earnings per share $ 0.56 $ 0.46 $ 1.66 $ 1.41
============ =========== ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 6
FIRST M & F CORPORATION AND SUBSIDIARY
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Additional
Common Paid-In Retained Treasury Valuation
Stock Capital Earnings Stock Allowance Total
------------ ------------ ------------ --------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
January 1,
1995 $ 15,623,280 $ 8,493,316 $ 12,248,289 $ (48,828) $ (1,607,233) $ 34,708,824
Net income - - 4,602,613 - - 4,602,613
Cash
dividends
paid ($.47
per share) - - (1,530,879) - - (1,530,879)
Net change in
valuation
allowance - - - - 1,579,992 1,579,992
Sale of common
stock 1,350,000 2,160,000 - - - 3,510,000
------------ ------------ ------------ --------- ------------ ------------
September 30,
1995 $ 16,973,280 $ 10,653,316 $ 15,320,023 $ (48,828) $ (27,241) $ 42,870,550
============ ============ ============ ========= ============ ============
January 1,
1996 $ 16,973,280 $ 10,653,316 $ 16,492,206 $ (48,828) $ 698,987 $ 44,768,961
Net income - - 5,623,361 - - 5,623,361
Sale of
treasury
shares - 45,072 - 48,828 - 93,900
Cash
dividends
paid ($.55
per share - - (1,866,111) - - (1,866,111)
Net change in
valuation
allowance - - - - (586,307) (586,307)
------------ ------------ ------------ --------- ------------ ------------
September 30,
1996 $ 16,973,280 $ 10,698,388 $ 20,249,456 $ - $ 112,680 $ 48,033,804
============ ============ ============ ========= ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 7
FIRST M & F CORPORATION AND SUBSIDIARY
Condensed Consolidated Statements of Cash
Flows (Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-----------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,623,361 $ 4,602,613
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 867,525 734,021
Provision for possible loan losses 785,684 1,035,239
Increase in interest receivable (55,003) (129,561)
Increase in interest payable 292,005 651,269
Other, net (9,383) 1,662,481
------------ ------------
Net cash provided by operating activities 7,504,189 8,556,062
------------ ------------
Cash flows from investing activities:
Net (increase) decrease in:
Interest bearing bank balances (2,971,746) (4,697,755)
Federal funds sold (6,450,000) (15,600,000)
Securities available for sale 34,556,066 (12,779,252)
Investment securities (365,466) (6,129,453)
Loans (40,238,167) (21,689,538)
Bank premises and equipment (1,124,292) (1,006,690)
------------ ------------
Net cash used in investing activities (16,593,605) (61,902,688)
------------ ------------
Cash flows from financing activities:
Net increase (decrease) in:
Deposits 58,575,758 47,739,070
Securities sold under agreements to repurchase (47,358,602) 8,758,848
Other borrowings 4,464,261 (1,821,411)
Proceeds from sale of common stock - 3,510,000
Sale of treasury shares 93,900 -
Cash dividends (1,866,111) (1,530,879)
------------ ------------
Net cash provided by financing activities 13,909,206 56,655,628
------------ ------------
Net increase in cash and due from banks 4,819,790 3,309,002
Cash and due from banks at January 1 18,823,519 16,325,586
------------ ------------
Cash and due from banks at September 30 $ 23,643,309 $ 19,634,588
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE> 8
FIRST M & F CORPORATION AND SUBSIDIARY
Notes to Condensed Consolidated Financial
Statements (Unaudited)
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., M & F Financial Services, Inc. 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, 1995.
Note 2: Business Combination
On December 31, 1995, Farmers and Merchants Bank of Bruce, Mississippi
was merged with the Company. The stockholders of Farmers and Merchants
received 450,000 shares of common stock of the Company in exchange for
all of the issued and outstanding common shares of Farmers and
Merchants. All financial data of the Company has been restated to
reflect the business combination using the pooling of interest method of
accounting. There were no material adjustments to the net assets of
Farmers and Merchants as a result of adopting the same accounting
methods as the Company. See Note 2 to the consolidated financial
statements for the year ended December 31, 1995, as contained in the
annual report to stockholders.
Note 3: Statements of Cash Flows
During the nine months ended September 30, 1996 and 1995, the Company had
the following payments:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Income taxes $ 2,573,000 $ 1,376,000
Interest on deposit liabilities 14,101,000 10,033,000
Interest on other borrowings 1,170,000 2,173,000
============ ============
</TABLE>
-8-
<PAGE> 9
FIRST M & F CORPORATION
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
Earnings Summary
The Company's net income for the nine months ended September 30, 1996 was
$5,623,361, or $1.66 per share, compared to $4,602,613, or $1.41 per share, for
the same period of 1995; an increase in earnings per share of 17.7%; in net
earnings of 22%. Return on average assets was 1.42% compared to 1.32% for
1995; return on average equity was 16.27% as contrasted to 15.79% for 1995.
The improvement in these two key measures of bank profitability and performance
during 1996 are primarily attributed to the growth in net interest and non
interest income combined with a continued emphasis on the budgeting and control
of non interest expenses. Another significant factor during this period of
1996, as contrasted to 1995, has been the reduction in the premiums associated
with the Federal deposit insurance.
Net Interest Income
During the nine month period ending September 30, 1996, the level of net
interest income increased $1,466,497 or 9.97% over the comparable period for
1995. This was the result of an increase in the overall volume of earning
assets in excess of interest bearing liabilities. To contrast the two periods,
total earning assets for the period ending September 30, 1996 was approximately
$489 million compared to approximately $474 million for the same period of
1995; a difference of $15 million. This excess of total earning assets over
liabilities contributed to the greater volume of net interest income during
1996. The net interest margin for the period ending September 30, 1996, was
approximately 4.59%, contrasted to an approximate margin of 4.65% for the same
period of 1995.
Provision for Loan Losses
During the nine month period ending September 30, 1996, the Company's provision
for loan losses was $785,684 contrasted to $1,035,239 for the same period of
1995. This provision reflects management's assessment of the adequacy of the
reserve for possible loan losses to absorb potential losses in the loan
portfolio. Factors considered involve an assessment of growth and composition
of the portfolio; historical credit loss experience; current and anticipated
economic conditions; and changes in the borrower's financial condition. During
the first eight months of 1996, the Company used $75,000 per month as its
estimate of 1996 requirement. In September, 1996 the provision was increased
to $100,000 for the remainder of 1996 to provide for some sluggishness in
collections and for general overall growth of the portfolio. 1995's estimate
was $90,000 per month. The overall condition of the loan portfolio,
considering past-dues, collections and other evaluation factors was considered
to be superior.
-9-
<PAGE> 10
FIRST M & F CORPORATION
Non Interest Income
One of the Company's key long-term strategies is to continue to boost its
growth in non interest income. For the nine month period ending September 30,
1996, non interest income was $3,501,347 as compared to $3,198,088 for 1995; an
increase of approximately $303,000 or 9.5%. The 1995 period included several
non-recurring recoveries. However, service charges on deposits reflected an
approximate $367,700 or 16% growth and credit insurance income reflected an
approximate $62,000 or 20% increase for 1996. Management continues to
emphasize the non interest income area through increased focus and
budget/incentive processes.
Non Interest Expense
Another strategy of the Company is to contain non interest expenses within an
overall growth discipline. At September 30, 1996, the Company's efficiency
ratio, an indicator of control of non interest expenses was 54% contrasted to
56% for the same period of 1995. As discussed earlier, the deposit insurance
premiums has contributed significantly by this performance. However,
improvements have been made in the overall monitoring and control of expense
through the budgeting and review process.
Salaries and benefits comprise the largest portion of non interest expense and
increased 16.6% when compared to the same period of 1995. This reflects the
addition of new branches completed and staffed during the last half of 1995 in
the Starkville and Philadelphia markets and the opening of an in-store retail
location in the WalMart Super Store in Grenada, Mississippi. Additional
staffing has also been required in several locations as a result of volume and
increased demand.
Other expense reflects a reduction of approximately $390,000 in 1996 compared
to 1995. This primarily represents the recovery of property taxes paid in
prior years as a result of errors in the assessments by several local taxing
authorities.
Income Taxes
For the nine months ended September 30, 1996, the Company's effective tax rate
was 28.4% as compared to 23.2% for the same period of 1995. This increase in
effective rate is the result of the reduction of the level of tax-exempt
investment income and, for the first year ever, a provision for estimated
Mississippi corporate income taxes. The Mississippi 5% corporate tax rate has
been factored into the monthly accrual and estimated quarterly payments are
being made in compliance with the state taxing regulations.
-10-
<PAGE> 11
FIRST M & F CORPORATION
Assets/Liabilities
Loans, net of unearned discount, increased to $331.7 million at September 30,
1996, as compared to $292 million at the end of 1995. This $39.7 million or
13.6%, increase in loans since December 31, 1995, generally reflects the
overall commitment of the Company to its growth plans and objectives for the
next several years. In addition to the economy that was supportive in loan
demand, the Company has opened several new branch locations in the Starkville,
Philadelphia and Grenada, Mississippi markets, and have plans for new delivery
locations in Hinds/Madison counties as well as in the Kosciusko/Attala market.
These new facilities, in addition to existing markets, and the additional
lending (offices) manpower, have provided the impetus for increased and renewed
customer contact and sales opportunities. Loan growth during 1996 tracts
closely to the projections and budgeted growth in the Company plan for 1996.
The current level of the reserve for possible loan losses approximates 1.37% of
total loans outstanding. The Company's nonperforming loans past due 90 days or
more remain well controlled and continue to compare favorably to peer levels.
The adequacy of the reserve is reviewed quarterly using criteria and guidance
provided by the appropriate regulatory agencies and is presented to the Board
of Directors for subsequent review and approval. Net loan charge-offs at
September 30, 1996 totaled $488,000, compared to $347,000 at September 30,
1995. Regulatory examinations during the second quarter of 1996 indicated
superior performance and a quality loan portfolio with few problems, if any.
Management will continue to take a prudent approach in the evaluation of the
reserve for loan losses.
The securities portfolio is utilized to provide quality investment alternatives
for available funds and a stable source of interest income. At September 30,
1996, the total securities portfolio was $146,227,000, down from the December
31, 1995 level by approximately $35 million. This roll-out of the portfolio
was as a result of the pay-out of the long-term deposit relationship with
Mississippi State University ending July 1, 1996, at the completion of the
contract period. The Company's securities portfolio included appropriate
anticipation of the contract renewal date with maturities scheduled at that
date.
Yield for the portfolio was at 5.87% for the nine months ended September 30,
1996 and is comparable to peer groups. Gross realized gains of approximately
$28,800 and gross realized losses of approximately $7,800 on securities
available for sale have been recognized during the nine month period. There
were no sales of held to maturity securities during the period.
Deposits originating from the various communities served by the Company provide
the primary source of its funds. Total deposits increased approximately $59
million or 14.4% during the nine month period ended September 30, 1996,
consistent with growth plans for the year. Overall cost of funds are at
approximately 4.10% and consider the special promotion for short-term
certificates of deposits and traditional money market NOW accounts and savings
products such as the Flex account and the recently introduced Liberty fund.
Both the Flex and Liberty fund utilized rates tied to specific indices, which
adjust quarterly.
-11-
<PAGE> 12
FIRST M & F CORPORATION
Securities sold under agreements to repurchase was impacted at September 30,
1996 by the loss of the University relationship previously discussed, and
reflected a decrease of approximately $48 million for the period.
Other borrowings of $8,404,824 include approximately $4.5 million maturing
$500,000 per month. These funds were drawn from the Federal Home Loan Bank of
Dallas in anticipation of the University monies leaving the Bank after June 30,
and to provide an orderly funding of current loan demand, considering
July-August traditional loan promotions getting underway at June 30.
Equity
With the Company's action in 1995 to sell 270,000 shares of common stock
raising $3.5 million in additional equity, and its acquisition completed
December 31, 1995, the Company's current level of capital of 8.75% is in excess
of peer levels.
Additionally, the Company's regulatory capital ratio as shown below are in
excess of the minimum requirements and qualify the institution as "well
capitalized" under the definition of such.
<TABLE>
<CAPTION>
($ in Thousands)
----------------
<S> <C>
Tier 1 capital $ 45,181
Tier 2 capital element 4,345
---------
Total qualifying capital $ 49,526
=========
Risk weighted assets $ 347,638
=========
Total qualifying capital/risk weighted assets 14.25%
=========
Leverage ratio 8.61%
=========
</TABLE>
On June 28, 1996, the Company was notified that its registration as a 12(G)
company with the Securities and Exchange Commission had become effective. The
Company has registered with the National Association of Securities Dealers
(NASDAQ) and common stock is presently being traded, effective September 6,
1996, over the counter under the symbol "FMFC".
The dividend payout ratio for the nine months ended September 30, 1996 was
32.9% of net income. Dividends for the nine month period was $.55 per share
resulting in a projected 1996 dividend rate of approximately $.74 per share.
Book value per share at September 30, 1996 was $14.15 compared to a $26 per
share market price.
-12-
<PAGE> 13
FIRST M & F CORPORATION
Asset/Liability Management/Liquidity
The asset/liability committee is responsible for managing the Company's program
for controlling and monitoring interest rate risk and for maintaining income
stability, given the Company's exposure to changes in interest rates.
Appropriate policy and guidelines, approved by the board of directors, govern
these actions. Monitoring is primarily accomplished through weekly reviews and
analysis of asset/liability market conditions and gap analysis.
The asset/liability committee establishes guidelines, approved by appropriate
board action, by which the current liquidity position of the Company in
monitored to ensure adequate funding capacity. Accessibility to local,
regional and other funding sources is also maintained in order to actively
manage both the asset and liability sides of the balance sheet. These funding
requirements and the Company's ability to maintain liquidity is also enhanced
by the Company's consistent earning capacity and adequate capital.
-13-
<PAGE> 14
FIRST M & F CORPORATION
PART II: OTHER INFORMATION
Item 1 - Legal Proceedings
No new legal proceedings occurred in the third 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
Exhibit 11 - Statement of computation of earnings per share
Exhibit 27 - Financial Data Schedule
-14-
<PAGE> 15
FIRST M & F CORPORATION
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)
/s/ HUGH S. POTTS, JR.
DATE: October 30, 1996 --------------------------------------
Hugh S. Potts, Jr.
Chairman and Chief Executive Officer
/s/ SCOTT M. WIGGERS
DATE: October 30, 1996 --------------------------------------
Scott M. Wiggers
President and Chief Accounting Officer
-15-
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
11 - Statement of computation of earnings per share
27 - Financial Data Schedule
</TABLE>
<PAGE> 1
FIRST M & F CORPORATION
Exhibit 11 - Computation of Earnings Per Share
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- --------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 1,914,426 $ 1,561,102 $ 5,623,361 $ 4,602,613
============ =========== =========== ===========
Weighted average
shares outstanding 3,394,656 3,390,900 3,392,723 3,261,812
============ =========== =========== ===========
Earnings per share $ .56 $ .46 $ 1.66 $ 1.41
============ =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONATAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
FINANCIAL DATA AT SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 23,643
<INT-BEARING-DEPOSITS> 3,286
<FED-FUNDS-SOLD> 7,450
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 93,048
<INVESTMENTS-CARRYING> 53,180
<INVESTMENTS-MARKET> 53,195
<LOANS> 331,753
<ALLOWANCE> 4,548
<TOTAL-ASSETS> 525,993
<DEPOSITS> 464,439
<SHORT-TERM> 4,730
<LIABILITIES-OTHER> 5,124
<LONG-TERM> 3,675
0
0
<COMMON> 16,973
<OTHER-SE> 31,061
<TOTAL-LIABILITIES-AND-EQUITY> 525,993
<INTEREST-LOAN> 22,874
<INTEREST-INVEST> 7,389
<INTEREST-OTHER> 544
<INTEREST-TOTAL> 30,807
<INTEREST-DEPOSIT> 13,424
<INTEREST-EXPENSE> 14,628
<INTEREST-INCOME-NET> 16,179
<LOAN-LOSSES> 786
<SECURITIES-GAINS> 22
<EXPENSE-OTHER> 11,041
<INCOME-PRETAX> 7,854
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,623
<EPS-PRIMARY> 1.66
<EPS-DILUTED> 1.66
<YIELD-ACTUAL> 4.48
<LOANS-NON> 567
<LOANS-PAST> 810
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 4,250
<CHARGE-OFFS> 607
<RECOVERIES> 119
<ALLOWANCE-CLOSE> 4,548
<ALLOWANCE-DOMESTIC> 4,548
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 4,548
</TABLE>
