EVERGREEN BANCORP INC
10-Q, 1995-08-11
STATE COMMERCIAL BANKS
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                                  FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC 20549



                QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF

                      THE SECURITIES EXCHANGE ACT OF 1934

      For the Quarter ended June 30, 1995 Commission File Number 0-10275



                            EVERGREEN BANCORP, INC.
                            -----------------------
            (Exact name of registrant as specified in its charter)


               DELAWARE                                     36-3114735     
               --------                                     ---------- 
     (State or other jurisdiction of                      (IRS Employer
      incorporation or organization)                  Identification No.)


                 237 GLEN STREET, GLENS FALLS, NEW YORK 12801
                 --------------------------------------------
                   (Address of principal executive offices)


     Registrant's telephone number, including area code:   (518) 792-1151
                                                            --------------

     Indicate  by  check  mark whether the Registrant (1)  has  filed  all 
     reports  required to be filed by Section 13 or 15 (d) of the  Securi-
     ties 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 Issuer's classes of 
     common stock, as of the latest practicable date:


     Class of Common Stock                   Number of Shares Outstanding 
                                                  as of June 30, 1995    
      -------------------                         -------------------   
      $3.33 1/3 Par Value                              4,704,894   

                   






                   



                   EVERGREEN BANCORP, INC. AND SUBSIDIARIES

                                     INDEX

                                                                  Page No.
                                                                  --------    

     PART I         FINANCIAL INFORMATION
     ------  

     Item 1    Financial Statements (unaudited):

               Consolidated Statements of Income for the Three
               Months Ended June 30, 1995, and 1994                 1-2

               Consolidated Statements of Income for the Six
               Months Ended June 30, 1995, and 1994                 3-4

               Consolidated Statements of Financial Condition
               as of June 30, 1995, and December 31, 1994           5-6

               Consolidated Statements of Cash Flows for the
               Six Months Ended June 30, 1995 and 1994              7-8

               Notes to Consolidated Interim                       9-12
               Financial Statements                                   

               Report of Independent Auditors                     13-14 

     Item 2    Management's Discussion and Analysis               15-28     


     PART II        OTHER INFORMATION
     -------
      
     Item 1    Legal Proceedings - None

     Item 2    Changes in Securities - None

     Item 3    Defaults Upon Senior Securities - None

     Item 4    Submission of Matters to a Vote of Security Holders -
                    Annual Meeting of Shareholders
                    See Attached Item 4 - Matters

     Item 5    Other Information - None

     Item 6    (a)  Exhibits - Not Applicable
               (b)  Reports on Form 8-K - None













     Item 4.   Submission of Matters to a Vote of Security Holders

          The   Annual   Meeting  of Shareholders was held  on  April  20,  
     1995,  to consider the following matters:

     1.   Shareholders of the Company were asked to consider the Company's 
     nominees  for  director and to elect directors, each to serve  for  a 
     term   of   three  years.  The Company's nominees for  the  class  of 
     director   whose terms were all elected by a plurality of  the  votes 
     presented, and there was no solicitation in opposition to the manage-
     ment's nominees.



     2.   The adoption and approval of the 1995 Stock Incentive Plan:

               Votes For           Votes Against       Votes Withheld
               2,888,490             475,973              43,054



     3.   The  adoption and approval of the 1995 Directors'  Stock  Option 
     Plan:

               Votes For           Votes Against       Votes Withheld
               2,593,038             469,550              44,929

      






























     
                            EVERGREEN BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                            (DOLLARS IN THOUSANDS)
                            (EXCEPT PER SHARE DATA)


                                                            THREE MONTHS
                                                           ENDED June 30,
                                                           1995      1994  
                                                            (UNAUDITED)
     Interest Income:                                       
       Interest and Fees on Loans                        $13,313   $11,675
       Interest on U.S. Government & Agency Obligations    2,414     2,512
       Interest on State & Municipal Obligations             475       495
       Interest on Other Bonds, Notes, & Debentures          150       179 
       Interest on Federal Funds Sold & Bank Deposits        551        38
                                                         -------   -------
     Total Interest Income                                16,903    14,899
                                                         -------   -------
     Interest Expense:                                           
       Interest on Deposits:                                     
       Regular Savings, NOW and Money Market                     
          Deposit Accounts                                 2,379     2,874
       Other Time                                          4,238     2,259
       Interest on Short-Term Borrowings                     205       100
       Interest on Long-Term Debt                            181       141
                                                         -------   -------
          Total Interest Expense                           7,003     5,374
                                                         -------   -------
                                                                 
     Net Interest Income                                   9,900     9,525
     Provision for Loan Losses                               540       520
                                                         -------   -------
     Net Interest Income After Provision for                     
        Loan Losses                                        9,360     9,005
                                                         -------   ------- 
     Other Income:                                               
       Trust Department Income                               563       580
       Service Charges on Deposit Accounts                   714       718
       Credit Card Merchant Discount                           -       258
       Net Loss on Security Transactions                    (187)        -
       Other                                                 369       231
                                                         -------   -------
          Total Other Income                               1,459     1,787
                                                         -------   -------
                                       
                                     - 1 -








                       


                       




                       CONSOLIDATED STATEMENTS OF INCOME
                                   CONTINUED
                            (DOLLARS IN THOUSANDS)
                            (EXCEPT PER SHARE DATA)

                                                            THREE MONTHS
                                                           ENDED June 30,
                                                           1995      1994  
                                                            (UNAUDITED)
     Other Expense:                                              
       Salaries and Employee Benefits                      3,975     3,682
       Net Occupancy Expense                                 491       511
       Equipment Expense                                     447       465
       FDIC Insurance                                        468       507
       Professional Services                                 478       605
       Data Processing                                       537       402
       Supplies and Printing                                 265       203
       Advertising                                           126       279
       Postage                                               134       154
       Credit Card Interchange Fees                            -       185
       Other                                               1,152     1,308
                                                         -------   -------
          Total Other Expense                              8,073     8,301
                                                         -------   -------
     Income Before Taxes                                   2,746     2,491 
     Applicable Income Taxes                                 915       782
                                                         -------   -------
     Net Income                                          $ 1,831   $ 1,709    
                                                         =======   =======
     Earnings Per Common Share:
     Average Shares Outstanding                        4,718,000 4,720,000 

     Net Income per Share                                 $   .39   $  .36 
                                                          =======   ======


     See accompanying notes to consolidated interim financial statements.







                                     - 2 -









                            


                            




                            EVERGREEN BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                            (DOLLARS IN THOUSANDS)
                            (EXCEPT PER SHARE DATA)

                                                             SIX MONTHS
                                                           ENDED June 30,
                                                           1995      1994  
                                                            (UNAUDITED)
     Interest Income:                                       
       Interest and Fees on Loans                        $26,208   $23,152
       Interest on U.S. Government & Agency Obligations    4,899     4,778
       Interest on State & Municipal Obligations             979     1,007
       Interest on Other Bonds, Notes, & Debentures          291       355
       Interest on Federal Funds Sold & Bank Deposits        600        67
                                                         -------   -------
          Total Interest Income                           32,977    29,359
                                                         -------   -------
     Interest Expense:
       Interest on Deposits:
       Regular Savings, NOW and Money Market
            Deposit Accounts                               4,736     5,680
       Other Time                                          7,814     4,484
       Interest on Short-Term Borrowings                     306       143
       Interest on Long-Term Debt                            354       254
                                                         -------   -------
          Total Interest Expense                          13,210    10,561
                                                         -------   -------
          
     Net Interest Income                                  19,767    18,798
     Provision for Loan Losses                             1,080     1,131
                                                         -------   -------
     Net Interest Income After Provision for Loan Losses  18,687    17,667
                                                         -------   -------

     Other Income:
       Trust Department Income                             1,236     1,388
       Service Charges on Deposit Accounts                 1,359     1,401
       Credit Card Merchant Discount                           -       450
       Net (Loss) Gain on Security Transactions             (187)       19
       Other                                                 729       682
                                                         -------   -------
          Total Other Income                               3,137     3,940
                                                         -------   -------
                                     - 3 -







                                       




                            




                            EVERGREEN BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                                   CONTINUED
                            (DOLLARS IN THOUSANDS)
                            (EXCEPT PER SHARE DATA)

                                                             SIX MONTHS
                                                           ENDED June 30,
                                                           1995      1994  
                                                            (UNAUDITED)
     

     Other Expenses:
       Salaries and Employee Benefits                      7,699     7,071
       Net Occupancy Expense                                 985     1,067
       Equipment Expense                                     912       962
       FDIC Insurance                                        936     1,013
       Professional Services                                 823     1,331
       Data Processing                                     1,023       907
       Supplies and Printing                                 586       377
       Advertising                                           330       562
       Postage                                               262       293
       Credit Card Interchange Fees                            6       345
       Other                                               2,470     2,664
                                                         -------   -------
          Total Other Expenses                            16,032    16,592
                                                         -------   -------

     Income Before Taxes                                   5,792     5,015 
     Applicable Income Taxes                               1,929     1,630
                                                         -------   -------
     Net Income                                          $ 3,863   $ 3,385 
                                                         =======   =======
     Earnings Per Common Share:
     Average Shares Outstanding                        4,733,000 4,718,000 

     Net Income per share                                $    .82  $   .72 
                                                         ========  =======


     See accompanying notes to consolidated interim financial statements.

                                     - 4 -








                            




                            EVERGREEN BANCORP, INC.
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                            (DOLLARS IN THOUSANDS)

                                                      6/30/95   12/31/94
                                                    (UNAUDITED)


     Assets:

     Cash and Cash Equivalents:
     Cash and Due From Banks                         $ 35,263    $ 32,592
     Federal Funds Sold                                 6,000       2,000
                                                     --------    --------
             Total Cash and Cash Equivalents           41,263      34,592
                                                     --------    --------
     Securities:
     Securities Available For Sale (Amortized           
       cost of $159,540 and $167,508 at 6/30/95
       and 12/31/94 respectively)                     158,563     161,079
     Securities Held to Maturity (fair value
       of $33,386 and $36,328 at 6/30/95
       and 12/31/94 respectively)                      32,144      35,803
                                                     --------    --------
          Total Securities                            190,707     196,882
                                                     --------    --------     
     Loans (Note 3):
     Commercial                                       243,816     257,152     
     Mortgage                                         240,623     232,373  
     Installment                                      104,728      98,545   
     Other                                                363         452
                                                     --------    --------
          Total Loans                                 589,530     588,522
     Less:
       Allowance for Loan Losses                      (17,805)    (18,752)
       Unearned Income on Loans                       ( 9,047)    (11,193)
                                                     --------    -------- 
          Loans, net                                  562,678     558,577
                                                     --------    --------

     Bank Premises and Equipment net of Depreciation   13,799      13,946
     Other Real Estate Owned                            7,525      10,319
     Other Assets                                      16,611      19,302
                                                     --------    --------
          Total Assets                               $832,583    $833,618
                                                     ========    ========

                                     - 5 -







                            




                            EVERGREEN BANCORP, INC.
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   CONTINUED
                            (DOLLARS IN THOUSANDS)

                                                      6/30/95   12/31/94
                                                    (UNAUDITED)
     Liabilities:

     Deposits:                                        
       Demand                                        $ 91,846    $ 98,628
       Regular Savings, Now Accounts and Money
          Market Deposit Accounts                     343,663     372,381
       Certificates of Deposit over $100,000           44,381      61,485
       Other Time                                     240,873     203,327
                                                     --------    --------
          Total Deposits                              720,763     735,821
                                                     --------    --------
     Federal Funds Purchased and Other Short
       Term Borrowings                                 12,857       4,418
     Accrued Taxes and Other Liabilities                9,446       9,309
     Long-Term Debt                                    10,264      10,469
                                                     --------    --------
          Total Liabilities                           753,330     760,017
                                                     --------    --------

     Stockholders' Equity     
     Common Stock $3.33 1/3 Par Value:  Authorized
       20,000,000 Shares Issued 4,769,253 at June 30, 
       1995 and 4,765,253 at December 31, 1994         15,897      15,884 
     Surplus                                            6,190       6,141
     Undivided Profits                                 59,726      56,811
     Excess Cost Over Fair Value on Securities 
       Available For Sale Net of Deferred Tax            (586)     (3,857)
     Treasury Stock (64,359 shares at June 30,1995
       and 19,359 shares at December 31, 1994)         (1,007)       (258)
     Common Stock Subscribed by ESOP                     (967)     (1,120)
                                                     --------    -------- 
          Total Stockholders' Equity                   79,253      73,601
                                                     --------    --------
          Total Liabilities and Stockholders' Equity $832,583    $833,618
                                                     ========    ========

     See accompanying notes to consolidated interim financial statements.


                                     - 6 -










                            




                            EVERGREEN BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (DOLLARS IN THOUSANDS)
 
     THE SIX MONTHS ENDED JUNE 30,                     1995     1994
                                                         (Unaudited)
                                                     -----------------
     Cash Flows from Operating Activities:                         
     Net Income. . . . . . . . . . . . . . . . . .  $  3,863  $  3,385 
     Adjustments to Reconcile Net Income to 
     Net Cash Provided by Operating Activities:
       Net Change in Unearned Loan Fees. . . . . .        21        49 
       Net Change in Other Assets and Other Liabilities  133       326 
        Loss on Sale of Loans, Securities, 
        and Other Real Estate. . . . . . . . . . .       187         3
        Decrease (Increase) in Deferred Tax Benefit      514      (166)
        Loss on Write-Down of Other Real Estate. .       102        43         
     Loss on Disposition of Assets . . . . . . . .         -        13 
        Depreciation . . . . . . . . . . . . . . .       731       826
        Provision for Loan Losses. . . . . . . . .     1,080     1,131
        Amortization of Premiums & Accretion of 
               Discounts on Securities, Net. . . .        21       609    
                                                     -------   -------  
     
          Net Cash Provided By Operating Activities.   6,652     6,219 
                                                     -------   ------- 
     Cash Flows From Investing Activities:
     Proceeds From: 
       Sales of Securities Available for Sale. . .     7,997    15,259
       Maturities of Securities Available for Sale    23,130    21,101
       Maturities of Securities Held to Maturity .     9,144     1,675 
     Purchases of Securities Available for Sale. .   (23,352)  (28,692)
     Purchases of Securities Held to Maturity. . .    (5,500)   (4,900)
     Proceeds From Sales of Loans. . . . . . . . .     4,382     4,909
     Change in Credit Card and 
       Check Overdraft Receivables . . . . . . . .       269       136
     Proceeds From Sales of Other Real Estate. . .     4,322     1,156     
     Net Increase in Loans . . . . . . . . . . . .   (11,483)  (17,101)
     Capital Expenditures. . . . . . . . . . . . .      (584)     (170)
                                                      ------    ------
          Net Cash Provided (Used) By
            Investing Activities . . . . . . . . .     8,325    (6,627)
                                                      ------    -------
     Cash Flows From Financing Activities:
     Net Decrease in Deposits. . . . . . . . . . .   (15,058)  (13,920)
     Net Increase in Short-Term Borrowings . . . .     8,439    15,349 
     Payments on Long Term Debt. . . . . . . . . .       (52)      (32)
     Proceeds From Issuance of Long-Term Debt. . .         -     2,200
     Proceeds From Issuance of Common Stock. . . .        62       206

                                     - 7 -                            






                            




                            EVERGREEN BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   CONTINUED                   
                            (DOLLARS IN THOUSANDS)
 
     THE SIX MONTHS ENDED JUNE 30,                     1995     1994
                                                         (Unaudited)
                                                     -----------------
     Payments for Purchase of Treasury Stock . . .      (749)        -
     Dividends Paid. . . . . . . . . . . . . . . .      (948)        - 
                                                    --------   -------
          Net Cash (Used)/Provided By 
            Financing Activities. . . . . . . . . .   (8,306)    3,803 
                                                    --------   -------
     Net Increase in Cash and Cash Equivalents . .     6,671     3,395 
     Cash and Cash Equivalents at Beginning of Year   34,592    31,963
                                                    ---------- --------
     Cash and Cash Equivalents at End of Quarter .  $ 41,263   $ 35,358
                                                    ========   ========
     Supplemental Disclosure of Cash Flows:
     Interest Paid. . . . . . . . . . . .  . . . .  $ 12,788  $ 10,572
     Taxes Paid. . . . . . . . . . . . . . . . . .     2,508     2,037

     Supplemental Schedule of Non-Cash Investing and Financing Activities:
     Certain  properties which were foreclosed upon were transferred  from 
     loans to other real estate in the amount of $1,630,000 and $6,637,000 
     during the six months ended June 30, 1995 and 1994, respectively.

     The  Company  borrowed  $1,600,000 which was used  to  subscribe  for 
     common stock of the Company in 1990.  Payments were made on the  ESOP 
     loan  in  the amount of $153,000 and $144,000 during the  six  months 
     ended June 30, 1995 and 1994 respectively.

     As  a  result of the adoption of Statement  of  Financial  Accounting 
     Standard No. 115, securities available for sale are recorded at  fair 
     value.  The unrealized loss on these securities was $977,000 at  June 
     30, 1995.  The adjustment to stockholders' equity for the  unrealized 
     loss  was  $586,000, net of deferred income tax benefit  of  $391,000 
     which  is  included as an increase to the deferred  tax  asset.   The 
     unrealized  loss on these securities was $6,429,000 at  December  31, 
     1994.  The adjustment to stockholders' equity for the unrealized loss 
     was  $3,857,000,  net of deferred income tax  benefit  of  $2,572,000 
     which is included as an increase to the deferred tax asset.

     At  June  30,  1994  these  securities  had  an  unrealized  loss  of 
     $3,399,000.   The adjustment to stockholders equity net  of  deferred 
     income tax benefit of $1,361,000, was $2,038,000.

     See accompanying notes to consolidated interim financial statements.     
                                     - 8 -
                            








                            EVERGREEN BANCORP, INC.
              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                  (UNAUDITED)


     1.   Financial Statement Presentation
          --------------------------------

          The   accompanying consolidated financial statements consist  of  
     Evergreen  Bancorp, Inc. ("the Company") and the financial statements  
     of  its wholly  owned subsidiary, Evergreen Bank,  N.A.   The   unau-
     dited  consolidated interim financial statements have  been  prepared 
     according  to  the rules of the Securities  and  Exchange  Commission 
     appicable  to  Form 10-Q.  In the opinion of  the   Company,      the 
     accompanying  unaudited  consolidated interim  financial   statements     
     contain  all  adjustments necessary to present fairly  the  financial     
     position as of June 30, 1995, the results of operations for the three     
     and  six months ended June 30, 1995 and 1994 and cash flows  for  the     
     six  months ended June 30, 1995 and 1994.  All adjustments are  of  a     
     normal recurring nature. Certain information and footnote disclosures     
     normally included in financial statements prepared in accordance with     
     generally  accepted  accounting  principles have  been  condensed  or     
     omitted  pursuant  to  rules and regulations  applicable  to  interim     
     financial statements.
     
     The accompanying interim consolidated financial statements should  be 
     read  in  conjunction with the Evergreen Bancorp,  Inc.  consolidated 
     year-end  financial  statements, including notes thereto,  which  are 
     included  in the Evergreen Bancorp, Inc. 1994 Annual Report and  Form 
     10-K.

     2.   Earnings Per Share
          ------------------

     Primary  earnings  per share is calculated as net income  divided  by 
     average  shares outstanding. Average shares outstanding for June  30, 
     1995, and 1994, takes into consideration a reduction to issued shares 
     by Treasury Stock held weighted by the number of days in the  quarter 
     such stock is held.

     3.   Loans
          -----

     Loans are stated at the principal amount outstanding, net of unearned 
     discount and deferred fees.  Interest on loans is computed by methods 
     which result in level rates of return on principal amounts  outstand-
     ing.   Net  deferred fees are amortized as  yield  adjustments  using 
     methods that provide for a constant level-yield on the loan.

                                     - 9 -










                            EVERGREEN BANCORP, INC.
              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   CONTINUED
                                  (UNAUDITED)
     3.   Loans - Continued
          -----------------


     Commercial  loans  which are 90 days past due are placed  on  a  non-     
     accrual  status  unless they are well secured and in the  process  of      
     collection  or, regardless of the past due status of the  loan,  when      
     management  determines  that the complete recovery of  principal  and      
     interest is in doubt.  Consumer loans are generally charged off after      
     they  become  120 days past due.   Mortgage loans are  generally  not      
     placed on a non-accrual basis unless the value of the real estate has      
     deteriorated  to  the  point that a potential loss  of  prinicpal  or      
     interest exists.  Amortization of related deferred fees is  suspended     
     when a loan is placed on a non-accrual  status.

     On  May  31,1993,  the Financial Accounting  Standards  Board  issued 
     Statement  of Financial Accounting Standards No. 114, "Accounting  by 
     Creditors for Impairement of a Loan", (SFAS No. 114).  SFAS No.  114, 
     was amended by Statement of Financial Accounting Standards No.  118," 
     Accounting by Creditors for Impairment of a Loan - Income Recognition 
     and Disclosure", (SFAS No. 118).  These Statements prescribe recogni-
     tion  criteria for loan impairement and measurement methods for  cer-
     tain  impaired loans and loans whose terms are modified  in  troubled 
     debt restructurings.  As of January 1, 1995, the Company has  adopted 
     the provisions of SFAS No. 114 and SFAS No. 118 and has provided  the 
     required disclosures.

     The  allowance  for loan losses is utilized to absorb losses  in  the 
     loan portfolio.  Provisions for loan losses are charged to  operating 
     expense  and  added  to the allowance for loan  losses.   Losses  are 
     charged  to  the allowance and recoveries are credited to it.   As  a 
     result of the adoption of SFAS No. 114, the allowance for loan losses 
     related  to  loans that are identified for evaluation  in  accordance 
     with SFAS No. 114 is based on discounted cash flows using the  loan's 
     initial  effective interest rate or the fair value of the  collateral 
     for certain collateral dependent loans.  The allowance is  maintained 
     at  a level deemed appropriate by  management to  adequately  provide 
     for known and inherent risks in the present portfolio.  This  evalua-
     tion  is inherently subjective as it requires material estimates  in-
     cluding  the amounts and timing of future cash flows expected  to  be 
     received  on  impaired loans that may be susceptible  to  significant 
     change.   While  management uses available information  to  recognize 
     losses  on loans, future additions to the allowance may be  necessary 
     based on changes in economic conditions.  In addition, various  regu-
     latory agencies, as part of their examination process, periodically 

                                    - 10 -









                            
                            EVERGREEN BANCORP, INC.
              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   CONTINUED
                                  (UNAUDITED)
     3.   Loans - Continued
          -----------------

     review  the Company's allowance for loan losses.  Such  agencies  may     
     require the Company to recognize additions to the allowance based  on     
     their  judgments  of  information available to them at  the  time  of     
     examination.

     Loans at June 30, 1995 are as follows:

                                               June 30, 1995
                                               -------------

               Commercial                      $ 243,816,000
               Real estate mortgage              240,623,000
               Installment                       104,728,000
               Other                                 363,000
                                               -------------  
                                                 589,530,000

          less:
               Allowance for loan losses        ( 17,805,000)
               Unearned income                  (  9,047,000)
                                               -------------              
     
          Net Loans                            $ 562,678,000
                                               =============


     Changes  in  the allowance for loan losses for the six  months  ended 
     June 30, 1995, is as follows:

          Balance at December 31, 1994         $  18,752,000
          Provisions for loan losses               1,080,000
          Recoveries during the period               592,000
          Losses charged to the allowance         (2,619,000)
                                               ------------- 
          Balance at June 30,1995              $  17,805,000
                                               =============    

     At  June 30, 1995, the recorded investment in loans that are  consid-
     ered to be impaired under SFAS No. 114 was $12,901,000.  Included  in 
     this  amount  is $4,998,000 of impaired loans for which  the  related 
     allowance for credit losses is $1,701,000 and $7,903,000 of  impaired     
     loans that as a result of write downs do not have an allowance for 

                                    - 11 -













                            EVERGREEN BANCORP, INC.
              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   CONTINUED
                                  (UNAUDITED)
     3.   Loans - Continued
          -----------------


     credit  losses.   The average recorded investment in  impaired  loans 
     during  the  six  months  ended  June  30,  1995  was   approximately 
     $14,022,000.   For  the six months ended June 30,  1995  the  Company 
     recognized  interest income on those impaired loans of $30,000  which 
     is recognized using the cash basis method of income recognition.
     
     The  following table presents information  concerning  non-performing 
     loans at June 30, 1995:

          Non accrual                    $  12,901,000
          Past due 90+ days                  1,757,000
          Restructured                       1,298,000
                                         -------------
          Total                          $  15,956,000
                                         ============= 


     4. Payment of Dividends
        --------------------

     The   Company is a legal entity separate and distinct from its   bank     
     and  other  subsidiaries.  The principal source of cash flow  of  the     
     Registrant, including cash flow to pay dividends to its stockholders,     
     is dividends from Evergreen Bank.  The subsidiary bank is required to     
     meet various legal requirements prior to the payment of dividends  to     
     the  Company.  Without the payment of dividends from  Evergreen  Bank     
     the Company would not be able to pay dividends to its stockholders.











                                    - 12 -














                           Independent Auditors' Review Report


     The Board of Directors and Stockholders
     Evergreen Bancorp, Inc.:


     We have reviewed the consolidated statement of financial condition of 
     Evergreen Bancorp, Inc. and subsidiaries as of June 30, 1995 and  the 
     related  consolidated  statements of income for the  three-month  and 
     six-month periods ended June 30, 1995 and 1994, and the  consolidated 
     statements  of  cash flows for the six-month periods ended  June  30, 
     1995  and  1994.   These consolidated financial  statements  are  the 
     responsibility of the Company's management.

     We  conducted our review in accordance with standards established  by 
     the American Institute of Certified Public Accountants.  A review  of 
     interim  financial information consists principally of applying  ana-
     lytical  procedures to financial data and making inquiries of persons 
     responsible for financial and accounting matters.  It is substantial-
     ly less in scope than an audit conducted in accordance with generally 
     accepted auditing standards, the objective of which is the expression 
     of  an opinion regarding the financial statements taken as  a  whole.  
     Accordingly, we do not express such an opinion.

     Based  on our review, we are not aware of any material  modifications 
     that should be made to the consolidated financial statements referred 
     to  above  for them to be in conformity with generally  accepted  ac-
     counting principles.

     We  have  previously audited, in accordance with  generally  accepted 
     auditing standards, the consolidated statement of financial condition 
     of Evergreen Bancorp, Inc. and subsidiaries as of December 31,  1994, 
     and the related consolidated statements of income, changes in  stock-
     holders' equity, and cash flows for the year then ended (not present-
     ed herein); and in our report dated January 26, 1995, we expressed an 
     unqualified  opinion on those consolidated financial  statement.   In 
     our  opinion, the information set forth in the accompanying  consoli-
     dated  statement of financial condition as of December 31,  1994,  is 
     fairly  presented, in all material respects, in relation to the  con-
     solidated  statement  of financial condition from which it  has  been 
     derived.

    
     
                                    - 13 -














                      Independent Auditors' Review Report


     The Board of Directors and Stockholders
     Evergreen Bancorp, Inc.:
     Page 2


     As  discussed  in note 3 to the  consolidated  statements,  effective 
     January  1,1995, the Company adopted the provisions of the  Financial 
     Accounting Standards Board's Statement of Financial Accounting  Stan-
     dards  No. 114, "Accounting by Creditors for Impairment of  a  Loan," 
     and Statement of Financial Accounting Standards No. 118,  "Accounting 
     by   Creditors  for  Impairment of a Loan -  Income  Recognition  and  
     Disclosure"  which prescribed recognition criteria for  loan  impair-
     ment  and  measurement methods for certain impaired loans  and  loans 
     whose  terms are modified in a trouble debt restructuring  subsequent 
     to the adoption of these statements.

     /s/ KPMG PEAT MARWICK, LLP
     --------------------------   
     KPMG PEAT MARWICK, LLP
       Albany, New York
     August 4, 1995

                               






















                                    - 14 -











                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                          OF FINANCIAL CONDITION AND 
                             RESULTS OF OPERATIONS


     FINANCIAL REVIEW
     ----------------

          The  principal source of earnings for the Company is its  single  
     banking  subsidiary,  Evergreen Bank, N.A., the surviving bank   from  
     the    1994 merger of the Company's three banking subsidiaries.   All 
     discus     sion herein refers to the banking activities of  the  Com-
     pany's banking    subsidiary unless otherwise noted.

     SUMMARY OF RESULTS OF OPERATIONS
     --------------------------------

          Net  income  for  the  three months ended  June  30,  1995,  was 
     $1,831,000  as compared to $1,709,000 in the same quarter last  year.  
     This  represents an increase of $122,000.  For the six  months  ended 
     June  30,  1995 net income was $3,863,000 compared to  $3,385,000  in 
     1994.  Net income per share for the quarter ended June 30, 1995,  was 
     $.39, compared to $.36 for the June 30, 1994 quarter.  

         In  1995  the  annualized return on average assets  for  the  six 
     months was .93%, compared to .82% for the first six months last year.  
     The annualized return on average stockholders' equity, including  the 
     effect  of FASB 115 "Accounting for Certain Investments in  Debt  and 
     Equity Securities", for the first six months of 1995 was 10.1%,  com-
     pared  to  9.4%  for the same period in 1994.  The  increase  in  the 
     returns on average assets and stockholders' equity are due  primarily 
     to the increased level of net income.


     NET INTEREST INCOME
     -------------------

          Net interest income for the three months ended June 30, 1995 was 
     $9,900,000, compared to $9,525,000 for the same period of 1994.  This 
     represents an increase of $375,000 or 3.9%.  The first six months  of 
     1995 reflects net interest income of $19,767,000 an increase of  5.2% 
     as  compared to $18,798,000 for the same period last year.   The  in-
     crease in net interest income in 1995's second quarter is  attributed 
     primarily to an increase in net interest margin and a higher level of 
     average earning assets.  The trend in net interest margin is expected 
     to  reverse  somewhat for the remainder of 1995 because  of  a  0.25% 
     decrease in the federal funds rate and the shift to more costly  time 
     deposits.   

                                    - 15 -











                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

          On   a  taxable  equivalent  basis,  net  interest  income   was    
     $10,198,000  for  the  quarter ended June 30,  1995  as  compared  to    
     $9,825,000  for the quarter ended June 30, 1994.  This represents  an    
     increase  of  $373,000 or 3.8%.  For the six months of  1995  taxable    
     equivalent net interest income increased 5.1% to $20,379,000 from the    
     level reported for the six months ended June 30, 1994.  The  increase    
     in net interest income on a taxable equivalent basis resulted primar-    
     ily from an increase in net interest margin. The favorable rate trend    
     was  created by the yield on earning assets increasing more than  the    
     rate on interest bearing liabilities.  Additionally, during the first    
     six  months  of 1995 the volume of average earning  assets  increased    
     $5.2  million or .7% in comparison to the same period in 1994.   This    
     increase  resulted  primarily from a higher level  of  federal  funds    
     sold,   which  increased $15.5  million, offset somewhat by  the  de-
     crease in average investment securities of $10.3 million.  In   1995,  
     average   loans  decreased     $435,000  or less than .1%  from  1994 
     average balances of $580.4  million.   

          The increases in average earning assets were funded by decreases 
     in non-earning assets of $1.8 million or 2.7% and increases in  aver-
     age  stockholders  equity,  which increased  $7.1  million  or  9.9%.  
     Average  interest bearing liabilities increased $2.6 million or  less 
     than  1.0%  of their 1994 average balance of $660.3  million.   While  
     interest bearing liabilities in total showed only a modest  increase, 
     significant balance changes occured within this category.  The  aver-
     age  volume  of time deposits, increased 35.6% to $296.0  million  as 
     rates increased 118 basis points.  The average volume of Savings, NOW 
     and  Money Market Deposit decreased $77.4 million to $346.8  million, 
     as  average interest rates on these deposits increased only  5  basis 
     points from the six months ended June 30, 1994.  These deposit shifts 
     are largely attributed to depositors placing funds in longer maturity 
     deposits,  in  an effort to increase the effective  income  yield  on 
     their funds.  

          The 22 basis point increase in net interest margin resulted from 
     net  increases in non-interest bearing funding sources and a 9  basis 
     point  increase  in the net interest rate spread from 1994  to  1995.  
     This  trend could reverse if earning assets were funded  with a  more 
     costly funding source.  



                                    - 16 -











     
                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

     PROVISION FOR LOAN LOSSES
     -------------------------

          Management  records  the provision for loan  losses  in  amounts 
     sufficient to cover current estimates of the credit risks inherent in 
     the loan portfolio.  Amounts thus charged are reflected in the provi-
     sion  for loan losses, an element of expenses appearing on  the  Com-
     pany's  consolidated  statement of income.  Factors  which  influence 
     management's  judgement in determining the adequacy of the  allowance 
     for  loan losses and the related loss provision include  an  analysis 
     of: existing credits, the growth and composition of the loan  portfo-
     lio, the loss potential of loans classified by internal reviewers and 
     supervisory  authorities, prevailing regional and  national  economic 
     conditions,  past due and non-accrual loans and historical  loss  ex-
     perience.

          Additionally  the collateral value supporting the  loan  affects 
     the  reserve  associated  with the loan and  the  required  provision 
     expense.   Collateralization and loan-to-value policies vary by  type 
     of loan and type of collateral.  Commercial real estate loans  gener-
     ally  have ratios of 65% or less, whereas required  residential  real 
     estate  loan-to-value ratios may range from 70% on refinances to  95% 
     on  FHA guaranteed loans.  Home equity loans require a  70%  loan-to-
     value ratio and consumer loan-to-value ratios range from 70% on older 
     used automobiles to 90% on shorter term mobile home loans secured  by 
     bank  deposits.  The commercial construction  loan  collateralization 
     policy  requires a loan-to-value ratio of 65% with a 35%  equity  in-
     vestment  by  the borrower.  Commercial new equipment  loans  may  be 
     advanced at an 80 - 90% loan-to-value ratio.

          The  provision  for loan losses for the quarter ended  June  30, 
     1995  was $540,000, compared to $520,000 for the quarter  ended  June 
     30,  1994.   For  the six months ended June 30,  1995  the  provision 
     totaled $1,080,000  compared to $1,131,000 a year earlier.

          The  allowance  for  loan losses at  June  30,  1995,  decreased 
     $947,000  since  December 31, 1994, as net chargeoffs  of  $2,027,000 
     exceeded  the six month 1995 provision of $1,080,000. As a percent of 
     total  loans, net of unearned income, the allowance was 3.1% at  June 
     30,  1995.   The allowance represents 112.0%  of  the  non-performing 
     loans at year end compared to 96.5% at year end 1994.      

                                    - 17 -














                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

          The relatively modest provision in 1995 and 1994 in relation  to 
     the net charge-offs in the periods is attributable to the significant  
     provision taken in the second quarter of 1993.  Since then  provision 
     levels   have been at a more modest level due to charge-off   amounts    
     approximating  expected  levels,  weaker loan  demand  and  continued 
     reductions in non-performing loans.

          The   following  table  presents  information  concerning   non-
     performing loans and other real estate.

                                              6/30/95       12/31/94
                                              -------       --------
                                              (Dollars In Thousands)

               Non-Accrual                   $ 12,901       $ 14,139
               Past Due 90 Days                 1,757          2,630
               Restructured                     1,298          2,656
                                             --------       --------
                 Total Non-Performing
                    Loans                    $ 15,956       $ 19,425
                                             ========       ========

                 Other Real Estate           $  7,525       $ 10,319
                                             ========       ========
              
          The  majority of the Company's non-performing loans  consist  of 
     commercial  and commercial real estate loans.  There is  no  distinct 
     concentration as to type of borrower within these classifications.

          Although  the Company expects net loan charge-offs  will  exceed 
     peer  levels in 1995, they are not expected to reach the  level  seen 
     during  1993.  

          Additionally,  the allowance level in relationship to the  level 
     of   problem   loans allows the Company to continue  its  program  of  
     aggres     sive  management of problem loans and  to explore  avenues 
     for  additional reductions, including bulk sales and assets auctions.





                                    - 18 -










                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED


     OTHER INCOME AND EXPENSE
     ------------------------

          Other  income  for  the  six months ended  June  30,  1995,  was 
     $3,137,000,  $803,000 less than the $3,940,000 recorded in  the  same 
     period  last  year, $450,000 of this decrease is the  result  of  the 
     Company's  decision  to sell its merchant credit  card  portfolio  in 
     1994.  Additionally, the Company recorded security losses of $187,000 
     in  1995  versus gains of $19,000 in 1994.   The  largest  source  of 
     other  income continues to be service charges.  Other income for  the 
     second  quarter of 1995 was $1,459,000 down 18.4% from $1,787,000  in 
     the second quarter of 1994. 

          Other  expense  for  the three months ended June  30,  1995  was 
     $8,073,000, compared to $8,301,000 for the same quarter last year,  a 
     decrease of $228,000 or 2.7%.  This reduction resulted primarily from 
     a  $185,000 decrease in credit card interchange fees due to the  1994 
     sale  of the merchant credit card portfolio.  Salaries  and  benefits 
     continue  to represent the largest portion of other expense and  they 
     increased  $293,000, or 8.0%, on a quarterly basis and  $628,000,  or 
     8.9%,  on a year to date basis.  The increase is principally  due  to 
     increased merit salary levels and specialized staffing increases.

          FDIC insurance was $468,000 for the quarter ended June 30, 1995, 
     compared to $507,000 for the same quarter last year. This decrease is 
     primarily a result of decreased insurance rates on deposits.  Profes-
     sional services were $478,000 for the quarter ended June 30, 1995  as 
     compared to $605,000 for the same period a year ago.  This represents 
     a  decrease of $127,000 or 21.0%. For the remainder of 1995,  manage-
     ment  anticipates  certain reductions in the level of  its  FDIC  in-
     surance  expense because of recently announced rate  decreases.   The 
     rate  decreases if enacted without challenge, become effective as  of 
     July 1, 1995.

     INCOME TAX EXPENSE
     ------------------

          Income  tax  for  the  three months ended  June  30,  1995,  was 
     $915,000 as compared to $782,000 for the three months ended June  30, 
     1995.    For  the  six  months ended June 30,  1995  income  tax  was 
     $1,929,000 compared to $1,630,000 in 1994.  The increased expense  is 
     a result of higher levels of income derived from taxable sources,  as 
     well  as a reduction in deferred tax benefit, in 1995 as compared  to 
     1994.   The effective income tax rates for the six months ended  June 
     30, 1995 and 1994 were 33.3% and 32.5%, respectively.

                                    - 19 -









                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

     
     CAPITAL AND LIQUIDITY
     ---------------------

          At  June 30, 1995, stockholders' equity was $79,253,000 as  com-
     pared to $73,601,000 at December 31, 1994, an increase of 7.7%.   The 
     increase  in stockholders' equity is greater than the amount of  1995 
     earnings,  net  of dividends and treasury stock purchases, due  to  a 
     reduction  in  the  market deficit over cost on  available  for  sale 
     securities   component   of  the equity section  required   by   FASB  
     115. 
      
           

          The following table sets forth the Company's risk based  capital 
     ratios  as  of June 30, 1995 and the regulatory guidelines  for  well 
     capitalized institutions.

                                     Evergreen           Well Capitalized
          Risk-Based               Bancorp, Inc.             Regulatory
            Ratios                 June 30, 1995             Guidelines 
          ----------               -------------         ----------------  

          Leverage Ratio                9.6 %                  5.0 %

          Tier 1                       14.0 %                  6.0 %

          Total Capital                15.2 %                 10.0 %

          Average  federal  funds sold for the six months ended  June  30, 
     1995  was $19,555,000 as compared to $4,031,000  for the  six  months 
     ended  June 30, 1994.  Net cash provided by operating activities  was 
     $6,652,000 for the six months ended June 30, 1995 as compared to  net 
     cash  provided of $6,219,000 for the six months ended June 30,  1994.  
     Largely  due to decreases in securities and sales of other  real  es-
     tate,  net cash provided by investing activities was  $8,325,000  for 
     the  six months ended June 30, 1995 as compared to net cash  used  of 
     $6,627,000 for the same period last year.   Net cash used by  financ-
     ing activities was $8,306,000 for the six months of 1995 as  compared 
     to  cash provided of $3,803,000 by financing activities for  the  six 
     months  of 1994.  The decrease in cash provided by financing  activi-
     ties  resulted primarily from a $6,910,000 net decrease in  cashflows 
     from  short term borrowings. The level of cash and  cash  equivalents  
     was $41,263,000 at June 30, 1995 as compared to $35,358,000  at  June 
     30, 1994.
                                    - 20 -












                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED
     

          On March 16, 1995 the Company indicated its intent to repurchase    
     up to 5 percent of its then outstanding shares.  The purchase author-
     ization,  to a maximum of 237,000 shares, is an amount not to  exceed    
     $4,750,000.   The  funding  for this program is  not  anticipated  to    
     materially affect the liquidity or capital position of the Company or    
     the  bank.   Through June 30, 1995 the Company has  purchased  45,000    
     shares  or slightly less than 1 percent of outstandings, at the  cost   
     of $749,000. 

          Evergreen  Bank,  N.A. is the principal source of funds  to  the 
     Company  and, if it cannot pay dividends to the Company, the  Company 
     will be unable to pay dividends to its stockholders.


     Adoption of New Accounting Pronouncements
     -----------------------------------------

          On May 31, 1993, the Financial Accounting Standards Board issued 
     Statement  of Financial Accounting Standards No. 114, "Accounting  by 
     Creditors  for Impairment of a Loan", (SFAS No. 114).  SFAS No.  114, 
     was  amended by Statement of Financial Accounting Standards No.  118, 
     "Accounting  by Creditors for Impairment of a Loan - Income  Recogni-
     tion  and  Disclosure", (SFAS No. 118).  These  Statements  prescribe 
     recognition criteria for loan impairment and measurement methods  for 
     certain  impaired  loans,  and  loans whose  terms  are  modified  in 
     troubled  debt restructurings subsequent to the adoption of SFAS  No. 
     114 .  As of January 1, 1995, the Company has adopted the  provisions 
     of  SFAS No. 114 and SFAS No. 118 and has provided the required  dis-
     closures.   The accompanying financial statements reflect the  effect 
     of  these  new pronouncements.  Details of the effect  of  these  new 
     statements  are included in the footnotes to the accompanying  finan-
     cial statements.


     Rate Volume Analysis
     ----------------------

          For the purposes of the following analysis, Securities Available  
     forSale are stated at average amortized cost and Stockholders' Equity 
     is unadjusted for the effects of SFAS No. 115.

     *   Non-accrual loans are included in the following analysis  and the 
     average balance of these loans is deemed immaterial.

                                    - 21 -     










                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

     *  Portions of income earned on certain Commercial Loans, US  Govern-
     ment Obligations and Obligations of State and Political  Subdivisions 
     are  exempt from Federal and/or State taxation.  Appropriate  adjust-
     ments  have  been made to reflect the equivalent  amount  of  taxable 
     income  that would have been necessary to genertae an equal amount of 
     after  tax income.  The taxable equivalent adjustment is based  on  a 
     marginal Federal income tax rate of 34.0% in 1995 and 1994 along with 
     a  marginal State income tax rate of 10.125% for 1995 and 10.35%  for 
     1994.

     The following table sets forth the dollar amounts of interest  income 
     (on  a  taxable equivalent basis) and interest  expense  and  changes 
     therein  resulting from changes in volume and changes in  rate.   The 
     change in interest due to both rate and volume has been allocated  to 
     change  due to volume and change due to rate based on the  percentage 
     relationship of such variances to each other.


                            
























                                    - 22 -
















                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

     Analysis of Variance in Net Interest Income Due to Volume and Rates



                                     For the three months ended           
                                    30-JUN-95     VS   30-JUN-94
                                        
                                   INCREASE / (DECREASE)    TOTAL
                                     DUE TO CHANGE IN      INCREASE/
                                    VOLUME      RATE      (DECREASE)  
                                   ---------------------  ----------
     Interest Earned:
     Loans 
       Taxable                       $  (1)      $ 1,621     $  1,620     
       Tax-Exempt                      (54)           72           18      
     Investment Securities    
       Taxable                        (353)          204        (149)    
       Tax-Exempt                       42           (42)          -     
     Federal Funds Sold                440            69         509       
     Interest-Bearing Deposits           4             -           4
                                     -----        ------      ------ 
     Changes in Total Interest 
     Income                             78         1,924       2,002  
                                     -----        ------       ----- 
     Less Interest Expense Incurred:
     Regular Savings, NOW and MMDAs   (606)          111        (495)      
     Time Deposits                   1,079           900       1,979  
     Short-Term Borrowings              10            95         105    
     Long Term Debt                     17            23          40      

     Changes in Total Interest 
     Expense                           500         1,129       1,629  
                                     -----        ------       ----- 
     Changes in Net Interest 
     Income                         $ (422)       $  795      $  373 
                                    ======        ======      ======



                                    - 23 -
















                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED


     Analysis of Variance in Net Interest Income Due to Volume and Rates


                                       For the quarter ended           
                                    30-JUN-95     VS   30-JUN-94
                                        
                                   INCREASE / (DECREASE)    TOTAL
                                     DUE TO CHANGE IN      INCREASE/
                                    VOLUME      RATE      (DECREASE)  
                                   ---------------------  ----------
     Interest Earned:
     Loans and Leases
          Taxable                    $  48       $ 2,959    $  3,007     
          Tax-Exempt                   (69)          132          63      
     Investment Securities    
          Taxable                     (391)          404          13     
          Tax-Exempt                   108           (83)         25     
     Federal Funds Sold                430            93         523       
     Interest-Bearing Deposits          10             -          10      
                                    ------        ------       -----
     Changes in Total Interest 
     Income                            136         3,505       3,641  
                                    ------        ------       -----        
     Less Interest Expense Incurred:
     Regular Savings, NOW and MMDAs (1,055)          111        (944)      
     Time Deposits                    1,848        1,482       3,330  
     Short-Term Borrowings               30          133         163    
     Long Term Debt                      27           73         100      
                                     ------       ------       -----
     Changes in Total Interest 
     Expense                            850        1,799       2,649  
                                     ------       ------       -----
     Changes in Net Interest 
     Income                          $ (714)      $1,706      $  992 
                                     ======        ======     ======


                                    - 24 -









                            EVERGREEN BANCORP, INC.
               MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED          
               Average Balances Three Months Ended June 30, 1995             
                                            Interest     Average     
                                Average      Income/       Yield/   
                                Balance      Expense        Rate  
     Assets:                    -------      -------      -------
     Loans 
       Taxable                 $563,663      $13,021        9.27%     
       Tax Exempt                17,330          416        9.63%
     Securities                                         
       Taxable                  163,168        2,691        6.62%     
       Tax Exempt                23,075          522        9.07%
     Federal Funds Sold          35,988          546        6.09%     
     Interest Bearing Deposits                                 
       with Banks                   446            5        4.50%     
                               --------      -------   
     Total Earning Assets       803,670       17,201        8.58%
                                             -------
     Allowance for Loan                      
       Losses                   (18,108)                         
     Cash and Due from Banks     27,678                
     Other Non-Earning Assets    38,669                     
                               --------
          Total Assets         $851,909                     
                                =======  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs               $340,054        2,379        2.81%
     Time Deposits              308,911        4,238        5.50%     
     Short-Term Borrowings       11,318          205        7.27%
     Long Term Debt              11,921          181        6.09%     
                               --------      -------    
     Total Interest                                           
       Bearing Liabilities      672,204        7,003        4.02%
                                             -------        -----
     Demand Deposits             89,813                     
     Other Liabilities           10,222                
     Stockholders' Equity        79,670                     
                                  
     Total Liabilities and     --------
       Stockholders' Equity    $851,909                
                               ========
     Net Interest Income (Tax                
       Equivalent Basis)                      10,198             
     Tax Equivalent Adjustment                  (298)            
                                             -------
     Net Interest Income                     $ 9,900             
                                             =======        
     Net Interest Rate Spread                               4.40%     
                                                            =====
     Net Interest Margin                                    5.09%
                                                            =====
                                    - 25 -







                            EVERGREEN BANCORP, INC.
               MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED          
               Average Balances Three Months Ended June 30, 1994 
                                             Interest     Average     
                                Average      Income/       Yield/   
                                Balance      Expense        Rate  
     Assets:                    -------      -------      -------
     Loans 
       Taxable                 $563,710      $11,401        8.11%
       Tax Exempt                19,834          398        8.05%
     Securities 
       Taxable                  185,193        2,840        6.15%
       Tax Exempt                21,286          522        9.84%
     Federal Funds Sold           4,878           37        3.04%
     Interest Bearing Deposits
       with Banks                    50            1        3.04%
                               --------      -------
     Total Earning Assets       794,951       15,199        7.67%
                                             -------        ----- 
     Allowance for Loan
       Losses                   (19,360)
     Cash and Due from Banks     31,787
     Other Non-Earning Assets    34,658
                               -------- 
          Total Assets         $842,036
                               ======== 
     Liabilities and
     Stockholders' Equity
     Regular Savings, NOW
       and MMDAs               $427,281        2,874        2.70%
     Time Deposits              220,100        2,259        4.12%
     Short-Term Borrowings       10,373          100        3.87%
     Long Term Debt              10,730          141        5.27%
                               --------      -------
     Total Interest
       Bearing Liabilities      668,484        5,374        3.22%
                                                            -----
     Demand Deposits             92,008
     Other Liabilities            8,884
     Stockholders' Equity        72,660
                               --------
     Total Liabilities and
       Stockholders' Equity    $842,036
                               ========
     Net Interest Income (Tax
       Equivalent Basis)                       9,825
     Tax Equivalent Adjustment                  (300)
                                             -------
     Net Interest Income                     $ 9,525
                                             =======
     Net Interest Rate Spread                               4.45%
                                                            =====  
     Net Interest Margin                                    4.96%
                                                            =====
                                    - 26 -






                            EVERGREEN BANCORP, INC.
               MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED  
                Average Balances Six Months Ended June 30, 1995
                                             Interest     Average     
                                Average      Income/       Yield/   
                                Balance      Expense        Rate  
     Assets:                    -------      -------      -------
     Loans 
       Taxable                 $562,483      $25,629        9.19%     
       Tax Exempt                17,481          828        9.55%
     Securities 
       Taxable                  169,746        5,454        6.48%     
       Tax Exempt                23,760        1,078        9.15%
     Federal Funds Sold          19,555          589        6.08%     
     Interest Bearing Deposits
       with Banks                   456           11        4.94%     
                               --------      -------   
     Total Earning Assets       793,481       33,589        8.54%
                                             -------
     Allowance for Loan                      
       Losses                   (18,574)                         
     Cash and Due from Banks     27,596                
     Other Non-Earning Assets    39,455                     
                               --------
          Total Assets         $841,958                     
                                =======  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs               $346,846        4,736        2.75%
     Time Deposits              295,979        7,814        5.32%     
     Short-Term Borrowings        9,063          306        6.80%
     Long Term Debt              11,115          354        6.41%     
                               --------      -------    
     Total Interest
       Bearing Liabilities      663,003       13,210        4.02%
                                             -------        -----
     Demand Deposits             89,735                     
     Other Liabilities           10,098                
     Stockholders' Equity        79,122                     

     Total Liabilities and     --------
       Stockholders' Equity    $841,958                
                               ========
     Net Interest Income (Tax                
       Equivalent Basis)                      20,379             
     Tax Equivalent Adjustment                  (612)            
                                             -------
     Net Interest Income                     $19,767             
                                             =======        
     Net Interest Rate Spread                               4.52%     
                                                            =====
     Net Interest Margin                                    5.18%
                                                            =====
                                    - 27 -






                            EVERGREEN BANCORP, INC.
               MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED  
                Average Balances Six Months Ended June 30, 1994
                                             Interest     Average     
                                Average      Income/       Yield/   
                                Balance      Expense        Rate  
     Assets:                    -------      -------      -------
     Loans 
       Taxable                 $561,289      $22,622        8.13%
       Tax Exempt                19,110          765        8.07%
     Securities 
       Taxable                  182,384        5,441        6.02%
       Tax Exempt                21,456        1,053        9.90%
     Federal Funds Sold           4,031           66        3.30%
     Interest Bearing Deposits
       with Banks                    50            1        3.96%
                               --------      -------
     Total Earning Assets       788,320       29,948        7.66%
                                             -------        ----- 
     Allowance for Loan
       Losses                   (19,174)
     Cash and Due from Banks     31,015
     Other Non-Earning Assets    34,263
                               -------- 
          Total Assets         $834,424
                               ======== 
     Liabilities and
     Stockholders' Equity
     Regular Savings, NOW
       and MMDAs               $424,242        5,680        2.70%
     Time Deposits              218,302        4,484        4.14%
     Short-Term Borrowings        7,660          143        3.76%
     Long Term Debt              10,111          254        5.07%
                               --------      -------
     Total Interest
       Bearing Liabilities      660,315       10,561        3.23%
                                                            -----
     Demand Deposits             93,687
     Other Liabilities            8,420
     Stockholders' Equity        72,002
                               --------
     Total Liabilities and
       Stockholders' Equity    $834,424
                               ========
     Net Interest Income (Tax
       Equivalent Basis)                      19,387
     Tax Equivalent Adjustment                  (589)
                                             -------
     Net Interest Income                     $18,798
                                             =======
     Net Interest Rate Spread                               4.43%
                                                            =====  
     Net Interest Margin                                    4.96%
                                                            =====
                                    - 28 -     





                                  




                                  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 duly authorized.



                                   EVERGREEN BANCORP, INC.

     


      August 11, 1995                    /s/ George W. Dougan                 
      ---------------                    --------------------
          Date                             George W. Dougan     
                                   President & Chief Executive Officer
                                   (Principal Executive Officer)



      August 11, 1995                    /s/ Frederick M. Fink                 
      ---------------                    ---------------------
          Date                          Frederick M. Fink, EVP & 
                                         Chief Financial Officer





















                                    - 29 -
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

     EXHIBIT 27 - FINANCIAL DATA SCHEDULE

     <ARTICLE>                                             9

     <PERIOD-TYPE>                                     6-MOS
     <FISCAL-YEAR-END>                           DEC-31-1995
     <PERIOD-END>                                JUN-30-1995
     <CASH>                                           35,263
     <INT-BEARING-DEPOSITS>                          628,917
     <FED-FUNDS-SOLD>                                  6,000
     <TRADING-ASSETS>                                      0
     <INVESTMENTS-HELD-FOR-SALE>                     158,563
     <INVESTMENTS-CARRYING>                          190,707
     <INVESTMENTS-MARKET>                            191,949
     <LOANS>                                         580,483
     <ALLOWANCE>                                      17,805
     <TOTAL-ASSETS>                                  832,583
     <DEPOSITS>                                      720,763
     <SHORT-TERM>                                     12,857
     <LIABILITIES-OTHER>                               9,446
     <LONG-TERM>                                      10,264
     <COMMON>                                         15,897
                                      0
                                                0
     <OTHER-SE>                                       63,356
     <TOTAL-LIABILITIES-AND-EQUITY>                  832,583
     <INTEREST-LOAN>                                  26,208
     <INTEREST-INVEST>                                 6,169
     <INTEREST-OTHER>                                    600
     <INTEREST-TOTAL>                                 32,977
     <INTEREST-DEPOSIT>                               12,550
     <INTEREST-EXPENSE>                               13,210
     <INTEREST-INCOME-NET>                            19,767
     <LOAN-LOSSES>                                     1,080
     <SECURITIES-GAINS>                                 (187)
     <EXPENSE-OTHER>                                  16,032
     <INCOME-PRETAX>                                   5,792
     <INCOME-PRE-EXTRAORDINARY>                        5,792
     <EXTRAORDINARY>                                       0
     <CHANGES>                                             0
     <NET-INCOME>                                      3,863
     <EPS-PRIMARY>                                       .82
     <EPS-DILUTED>                                       .82
     <YIELD-ACTUAL>                                      518
     <LOANS-NON>                                      12,901
     <LOANS-PAST>                                      1,757
     <LOANS-TROUBLED>                                  1,298
     <LOANS-PROBLEM>                                       0
     <ALLOWANCE-OPEN>                                 18,752
     <CHARGE-OFFS>                                     2,619
     <RECOVERIES>                                        592
     <ALLOWANCE-CLOSE>                                17,805
     <ALLOWANCE-DOMESTIC>                                  0
     <ALLOWANCE-FOREIGN>                                   0
     <ALLOWANCE-UNALLOCATED>                          17,805
     
</TABLE>


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