<PAGE>
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1995
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period From __________ to ___________
Commission file number 03502
FIRST NATIONAL OF NEBRASKA, INC.
________________________________________________________________________________
(Exact name of registrant as specified in its charter)
Nebraska 47-0523079
_______________________________ ___________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One First National Center Omaha, NE 68102
________________________________________ ___________________
(Address of principal executive offices) (Zip Code)
(402) 341-0500
________________________________________________________________________________
(Registrant's telephone number, including area code)
Not applicable
________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods 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
----- -----
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court. Yes No
----- -----
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 346,767.
<PAGE>
2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Part I. Item 1. Financial Statements
Company for which filed: FIRST NATIONAL OF NEBRASKA, INC.
Condensed Consolidated Balance Sheets (1) (4)
<TABLE>
<CAPTION>
March 31, 1995 Dec 31, 1994
===========================================================================================
(Unaudited) (NOTE)
<S> <C> <C>
(Amounts in Thousands)
ASSETS
Cash and Due from Banks $ 334,139 $ 267,625
Fed Funds Sold and Other Short-Term Investments 126,012 98,980
Securities: Market Value of $804,898,000 at 03-31-95
and $764,117,000 at 12-31-94 812,752 782,050
Loans 4,139,208 3,944,807
Less: Allowance for loan losses 59,052 55,265
Unearned income 11,235 10,889
----------------------------
Net Loans 4,068,921 3,878,653
Premises and Equipment 92,874 87,968
Other Assets 163,780 146,631
----------------------------
TOTAL ASSETS $5,598,478 $5,261,907
============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Non-Interest Bearing Deposits $ 598,686 $ 533,762
Interest Bearing Deposits 4,128,569 3,849,328
----------------------------
Total Deposits 4,727,255 4,383,090
Federal Funds Purchased & U.S. Treasury Notes 50,396 99,363
Commercial Paper and Commercial Paper Based Borrowings 288,784 302,253
Other Liabilities 57,789 44,539
Long-Term Debt and Other Interest-Bearing Obligations 97,902 73,446
----------------------------
Total Liabilities $5,222,126 $4,902,691
Common Stock, par value $5 a share; 346,767 shares
authorized, issued, and outstanding 1,734 1,734
Additional Paid-in Capital 2,604 2,604
Retained Earnings 372,014 354,878
----------------------------
Total Stockholders' Equity 376,352 359,216
----------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $5,598,478 $5,261,907
============================
</TABLE>
NOTE: The balance sheet at December 31, 1994 has been taken from the audited
financial statements at that date and condensed.
<PAGE>
3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Company for which filed: FIRST NATIONAL OF NEBRASKA, INC.
Condensed Consolidated Statements of Income (1)
<TABLE>
<CAPTION>
Quarter Ended March 31
(Unaudited) 1995 1994
================================================================================
<S> <C> <C>
(Amounts in Thousands)
Interest Income:
Interest and fees on loans and lease financing $149,221 $111,820
Interest on securities:
Taxable interest income 11,159 7,743
Non-taxable interest income 377 422
Interest on federal funds sold and other
short-term investments 2,020 728
--------------------
Total Interest Income 162,777 120,713
Interest Expense:
Interest on deposits 51,724 32,879
Interest on commercial paper and commercial
paper based borrowings 4,676 1,894
Interest on federal funds purchased and U.S.
Treasury notes 910 422
Interest on long-term debt and other obligations 1,927 973
--------------------
Total Interest Expense 59,237 36,168
--------------------
Net Interest Income 103,540 84,545
Provision for loan losses 19,469 16,277
--------------------
Net Interest Income after Provision for loan losses 84,071 68,268
Other Operating Income:
Processing services 11,835 9,125
Deposit services 4,992 4,930
Trust and investment services 3,704 3,448
Commissions 4,982 4,782
Miscellaneous 7,954 7,080
--------------------
Total Other Operating Income 33,467 29,365
--------------------
Income before Other Operating Expenses 117,538 97,633
Other Operating Expense:
Salaries and employee benefits 30,622 24,201
Loan services purchased 10,935 8,024
Communications and supplies 15,604 12,191
Equipment rentals, depreciation and maintenance 4,963 4,584
Purchased processing 5,439 5,024
Net occupancy expense of premises 5,556 4,475
Other professional services purchased 3,378 3,257
Federal deposit insurance 2,528 1,921
Miscellaneous 6,566 5,464
--------------------
Total Other Operating Expense 85,591 69,141
--------------------
Income before Income Taxes 31,947 28,492
Applicable Income Taxes:
Current 12,905 11,341
Deferred (1,446) (878)
--------------------
Total Income Tax Expense 11,459 10,463
--------------------
Net Income $ 20,488 $ 18,029
====================
Average Shares Outstanding during Period 346,767 346,767
Net Income per Share (2) $59.08 $51.99
====================
</TABLE>
<PAGE>
4
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Company for which filed: FIRST NATIONAL OF NEBRASKA, INC.
Condensed Consolidated Statement of Cash Flows (1)
<TABLE>
<CAPTION>
(Unaudited) Three Months Ended March 31
Increase/(Decrease) in Cash and Cash Equivalents 1995 1994
==============================================================================
(Amounts in Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $20,488 $18,029
Adjustments to reconcile net income to net cash
provided/(used) by operating activities:
Provision for loan losses 19,469 16,277
Depreciation and amortization 3,904 3,003
Provision for deferred taxes (1,446) (878)
Sales of trading account securities ---- 293,581
Purchases of trading account securities ---- (294,943)
Origination of loans for resale (4,032) (22,561)
Proceeds from the sale of loans 4,477 24,159
Other asset and liability activity, net 9,895 7,904
---------------------------
Net cash flows from operating activities 52,755 44,571
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of businesses (3) 12,531 ----
Maturities of securities held-to-maturity 86,712 70,761
Purchases of securities held-to-maturity (93,541) (42,033)
Net increase in customer loans (102,590) (13,344)
Purchases of premises and equipment (3,526) (5,673)
Other, net 7,090 3,292
---------------------------
Net cash flows from investing activities (93,324) 13,003
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in customer deposits 176,493 60,242
Net change in federal funds purchased (49,167) (8,610)
Issuance of debt 30,325 158
Principal repayments of debt (5,869) (7,699)
Net change in commercial paper and
commercial paper based borrowings (14,293) (12,036)
Cash dividends paid (3,374) (5,326)
---------------------------
Net cash flows from financing activities 134,115 26,729
---------------------------
Net change in cash and cash equivalents 93,546 84,303
Cash and cash equivalents at beginning of year 366,605 293,667
---------------------------
Cash and cash equivalents at end of year $460,151 $377,970
===========================
Cash paid during the year for:
Interest $53,498 $37,641
Income taxes $2,921 $1,713
</TABLE>
<PAGE>
5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 1995
1. The consolidated financial statements include the accounts of the Company,
its wholly-owned, and substantially wholly-owned subsidiaries.
The financial statements contained herein should be read in conjunction
with the Consolidated Financial Statements included in the Company's 1994
Annual Report to Shareholders and Form 10-K.
The information furnished herein reflects all adjustments, which consists
only of normal recurring accruals, which are, in the opinion of management,
necessary to reflect a fair statement of the interim period. Certain
reclassifications were made to prior years' financial statements to conform
them to the improved classifications used in 1995. These reclassifications
had no effect on net income.
2. Net income per share is calculated by dividing net income by the average
number of shares outstanding during the period.
3. In a business combination during 1995, the Company assumed liabilities of
$168,947,000 and non-cash assets of $156,416,000.
4. The following methods and assumptions were used by the Company in
estimating fair values of financial instruments as discussed herein. Fair
values of financial instruments that are not actively traded are based on
market prices of similar instruments and/or valuation techniques using
market assumptions. Although management uses its best judgement in
estimating the fair value of these financial instruments, there are
inherent limitations in any estimation technique. Therefore, the fair value
estimates presented herein are not necessarily indicative of the amounts
which the Company could realize in a current transaction.
General Assumptions: The Company assumes that the carrying amount of short-
term financial instruments approximates their fair value. For these
purposes, short-term is defined as any item that matures, reprices, or
represents a cash transaction between willing parties within six months or
less of the measurement date.
Securities: The fair value of the Company's securities is based on the
quoted market prices at March 31, 1995 and December 31, 1994. The carrying
amount and fair value of the Company's securities at March 31, 1995 was
$812,752,000 and $804,898,000, respectively. The carrying amount and fair
value of the Company's securities at December 31, 1994 was $782,050,000 and
$764,117,000, respectively.
Loans: The fair value of the Company's loans have been estimated using two
methods: 1) as indicated earlier, the carrying amount of short-term loans
approximate fair value; and 2) for all other loans, discounting of
projected future cash flows. When using the discounting method, loans are
gathered by homogeneous groups with similar terms and conditions and
discounted at a target rate at which similar loans would be made to
borrowers as of March 31, 1995 and December 31, 1994. In addition, when
computing the estimated fair value for all loans, general reserves for loan
losses are subtracted from the calculated fair value for consideration of
credit issues. At March 31, 1995, the carrying amount and fair value of the
Company's loans was $4,030,442,000 and $4,117,382,000, respectively. The
carrying amount of loans for March 31, 1995 consists of gross loans of
$4,139,208,000 less allowance for loan losses of $59,052,000 less net
leases of $49,714,000. The fair value of loans for March 31, 1995 consists
<PAGE>
6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
of gross loans of $4,226,148,000 less allowance for loan losses and net
leases. At December 31, 1994, the carrying amount and fair value of the
Company's loans was $3,840,566,000 and $3,976,700,000, respectively. The
carrying amount of loans for 1994 consists of gross loans of $3,944,807,000
less allowance for loan losses of $55,265,000 less net leases of
$48,976,000. The fair value of loans for 1994 consists of gross loans of
$4,080,941,000 less allowance for loan losses and net leases.
Deposits: The methodologies used to estimate the fair value of deposits
are similar to the two methods used to fair value loans. Deposits are
gathered in homogeneous groups and the future cash flows of these groups
are discounted using current market rates offered for similar products at
March 31, 1995 and December 31, 1994. The carrying amount and fair value of
the Company's deposits at March 31, 1995 was $4,727,255,000 and
$4,724,263,000, respectively. The carrying amount and fair value of the
Company's deposits at December 31, 1994 was $4,383,090,000 and
$4,416,880,000, respectively.
Long-term Debt: The fair value of long-term debt and other interest-
bearing obligations is estimated by discounting future cash flows using
current market rates for similar debt instruments. The carrying amount and
fair value of long-term debt and other interest-bearing obligations at
March 31, 1995 was $97,902,000 and $98,482,000, respectively. The carrying
amount and fair value of long-term debt and other interest-bearing
obligations at December 31, 1994 was $73,446,000 and $74,123,000,
respectively.
Other Financial Instruments: All other financial instruments of a material
nature fall into the definition of short-term and fair value is estimated
as the carrying amount. The carrying amount and fair value at March 31,
1995 of cash and due from banks was $334,139,000, federal funds sold and
other short-term investments was $126,012,000, and other receivables and
interest earned not collected was $45,863,000, which is included in other
assets. The carrying amount and fair value at December 31, 1994 of cash and
due from banks was $267,625,000, federal funds sold and other short-term
investments was $98,980,000, and other receivables and interest earned not
collected was $51,096,000, which is included in other assets.
The carrying amount and fair value at March 31, 1995 was $50,396,000 of
federal funds purchased and U.S. Treasury notes, commercial paper and
commercial paper based borrowings of $288,784,000, and accounts payable and
accrued interest payable of $34,133,000, which is included in other
liabilities. The carrying amount and fair value at December 31, 1994 was
$99,363,000 of federal funds purchased and U.S. Treasury notes, commercial
paper and commercial paper based borrowings of $302,253,000, and accounts
payable and accrued interest payable of $33,033,000, which is included in
other liabilities.
Off-Balance Sheet Financial Instruments: All material amounts of off-
balance sheet items are characterized as short-term instruments because of
the conditions of the contract and repricing ability. The carrying value of
all off-balance sheet instruments approximates the fair value. At March 31,
1995 and December 31, 1994, the Company had unused secured loan commitments
of $928 million and $869 million, respectively; standby letters of credit
of $42 million and $43 million, respectively; and unused consumer credit
card lines of $8,100 million and $7,400 million, respectively.
The information presented herein is based on pertinent information
available to management as of March 31, 1995 and December 31, 1994.
Although management is not aware of any factors that would significantly
affect the estimated fair value amounts, such amounts have not been
comprehensively revalued since that time, and the current estimated fair
value of these financial instruments may have changed significantly since
that point in time.
<PAGE>
7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Part I. Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Company consists of the parent company, which is a Nebraska-based interstate
bank holding company, and its consolidated subsidiaries. Its principal assets
include First National Bank of Omaha; First National Bank and Trust Company of
Columbus; First National Bank, North Platte; Platte Valley State Bank & Trust
Company, Kearney; Fremont National Bank & Trust Company; First National Bank,
Norfolk; First National Bank of Kansas, Overland Park, Kansas; First National of
Colorado, Inc., and its wholly-owned subsidiaries First National Bank, Fort
Collins, Colorado and Union Colony Bank, Greeley, Colorado; and First National
Bank South Dakota, Yankton, South Dakota. The Company also has nonbanking
subsidiaries, which in the aggregate are not material.
The Company is governed by various regulatory agencies. Bank holding companies
and their nonbanking subsidiaries are regulated by the Federal Reserve Board.
National banks are primarily regulated by the Office of the Comptroller of the
Currency (OCC). All federally-insured banks are also regulated by the FDIC. The
Company's banking subsidiaries include eight national banks and two state-
chartered banks, all of which are insured by the FDIC. The state-chartered banks
are also regulated by state banking authorities.
The Bank conducts a significant consumer credit card service under license
arrangements with VISA USA and MasterCard International, Inc. First National
Bank of Omaha was one of the originators of the bank credit card industry and as
a result has 40 years experience in this business. The Bank's credit card
customers are located throughout the United States, but primarily in the
Midwest. At December 31, 1994, the Bank ranked among the top card issuing
entities based on number of credit cards issued. Growth in volume and stable
credit card loan loss ratios have proved profitable for the Company. Gross
revenues associated with credit card loans have declined slightly from 59% of
total gross revenues in 1992 to 56% in 1994. There is significant competition in
the credit card industry from other financial institutions and from nonbanking
entities. With the increased competition, there is downward pressure on rates
and fees charged to cardholders. All these factors work to put pressure on the
profitability of the credit card business.
The Company provides various substantial third-party processing services
including automated clearinghouse transactions, merchant credit card processing,
and check processing. The Company has increased fee income through the
significant expansion of these services. With the increased volumes processed,
the Company is subjected to greater pricing and technology risks. The Company
continues to closely monitor the risks and competitive conditions.
<PAGE>
8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
CAPITAL RESOURCES:
The Company and its banking subsidiaries are required to maintain minimum
capital in accordance with federal regulations. Generally, these regulations
are: 1) 3% for Tier I capital to total assets (as defined); 2) 4% for Tier I
capital to risk-adjusted assets; and 3) 8% for Total capital (as defined) to
risk-adjusted assets. The stated capital of the Company and its banking
subsidiaries is subject to qualitative judgments by the regulators about
components, risk weightings, and other factors. The Company and its banking
subsidiaries exceeded these minimum regulatory capital requirements at December
31, 1994.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA)
imposed a significant amount of new regulation on the banking industry. A
substantial part of FDICIA's regulatory restrictions is focused on the capital
level of financial institutions and the relative risk of their assets and
liabilities. Most of the regulatory mandates of FDICIA now have been implemented
by the federal banking agencies through final regulations. These include
regulations relating to corrective regulatory action, standards of safety and
soundness and various deposit insurance reforms.
Under federal banking laws and regulations, the Company's banking subsidiaries
are reviewed pursuant to a supervisory framework for prompt corrective action.
This framework consists of five categories that are defined by different levels
of capital. For the top-rated well-capitalized category, an institution must
meet capital ratios of 5.0% for Tier I capital to total assets (as defined);
6.0% for Tier I capital to risk-adjusted assets; and 10.0% for Total capital to
risk-adjusted assets. At March 31, 1995, First National Bank of Omaha and all
other banking subsidiaries of the Company exceeded these minimum requirements
for the top-rated well-capitalized category established by the supervisory
agencies.
At periodic intervals, the banking regulators routinely examine the financial
statements of the Company and its subsidiaries as part of their legally
prescribed oversight of the banking industry. Based on these examinations, the
regulators can direct the financial statements to be adjusted in accordance with
their findings. The regulators have not proposed material adjustments to the
financial statements this year nor in prior years.
LIQUIDITY AND INTEREST MARGIN MANAGEMENT:
The Company and its banking subsidiaries closely manage liquidity and interest
margins.
Liquidity is the management of funding demands for loan growth and deposit
withdrawals balanced against funds generated by loan repayments, the maturity of
investment securities and core deposit growth. The Company believes liquidity is
found on both sides of the balance sheet.
Liquidity is evaluated by the Company using three distinct processes: addressing
daily liquidity needs; the use of non-core deposits; and expected loan demands
against liquidity. The Company evaluates its interest margin in conjunction with
liquidity. The Company does not use financial instruments such as hedges, swaps,
futures, or other derivative products. Computer-based models are utilized to
forecast how potential interest rate scenarios and balance sheet strategies will
interact with the Company's liquidity and interest margin requirements.
The Company maintains commercial paper throughout the year. At March 31, 1995,
the Company had facilities to access the commercial paper market up to a maximum
of $340,000,000, of which $288,784,000 was outstanding and maturing in 45 days.
Commercial paper is supported by loan commitments from various financial
institutions, and is distributed on a national basis with proceeds used to
finance consumer receivables.
<PAGE>
9
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
INTEREST SENSITIVITY ANALYSIS:
<TABLE>
<CAPTION>
Greater than
Three Three Months One Year
Months Less Than Through Over
Or Less One Year Five Years Five Years TOTAL
=======================================================================================================
(Amounts in Thousands Except Percents)
<S> <C> <C> <C> <C> <C>
As of March 31, 1995:
Earning assets:
Investment activities 243,608 196,106 478,649 20,401 938,764
Lending activities 2,998,511 396,725 614,096 129,876 4,139,208
--------------------------------------------------------------
Total earning assets 3,242,119 592,831 1,092,745 150,277 5,077,972
Interest bearing liabilities 2,120,712 982,758 1,439,803 22,378 4,565,651
--------------------------------------------------------------
Interest sensitive GAP 1,121,407 (389,927) (347,058) 127,899 512,321
GAP as a percent of total
earning assets 22.1% (7.7)% (6.8)% 2.5% 10.1%
==============================================================
Cumulative Interest sensitive GAP 1,121,407 731,480 384,422 512,321
Cumulative GAP as a percent
of total earning assets 22.1% 14.4% 7.6% 10.1%
==============================================================
</TABLE>
The Company closely monitors the repricing of assets and liabilities to obtain
an acceptable interest spread in periods of rising or falling rates. Through the
use of product selection and product pricing the Company manages asset and
liability volumes and interest spreads.
RESULTS OF OPERATIONS
Interest Income and Interest Expense:
The 34.85% increase in total interest income between the quarters ended March
31, 1994 and March 31, 1995, is the result of a 29.93% increase in earning
assets.
The first quarter interest expense has increased 63.78% from 1994 to 1995 due to
a increase in paying liabilities volume and increase in market rates. Interest-
bearing deposit volume increased by 30.01% and long-term debt volume increased
by 78.68%.
<PAGE>
10
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Provision for loan losses:
The Company evaluates its allowance for loan losses on a monthly basis.
Management's assessment of loan losses allowance adequacy is based upon a review
of numerous items including: collateral values, delinquencies, non-accruals, and
payment histories.
Loan loss provision increased 19.61% between first quarter 1994 and first
quarter 1995. The effect of a 29.62% increase in gross loan volume was offset by
an improvement in credit quality for bankcard and non-bankcard loans for the
period of March 31, 1994 to March 31, 1995.
Other Operating Income:
Total other operating income rose 13.97% above the first quarter of 1994. Due to
increased volumes of processed items for new and existing customers, processing
services income rose 29.70%. Income related to other miscellaneous income also
grew as a result of the general growth of the company.
Other Operating Expense:
Loan services purchased expenses increased by 36.28% due to processing
additional loan volumes, and the promotion and acquisition of new loan
relationships. Expenses related to salaries, purchased processing, occupancy,
communications, supplies, equipment rentals, depreciation and maintenance,
federal deposit insurance, and other miscellaneous expense grew as a result of
the general growth of the company.
Accounting:
Statement of Financial Accounting Standards No. 114 (SFAS114), "Accounting by
Creditors for Impairment of a Loan", and Statement of Financial Accounting
Standards No. 118 (SFAS118), are effective for fiscal years beginning after
December 15, 1994. These Statements require that qualifying impaired loans be
measured based on the present value of expected future cash flows discounted at
either the loan's effective interest rate, the loan's observable market price,
or the fair value of the collateral if the loan is collateral dependent. The
Company adopted these Statements on January 1, 1995 with no material impact to
its consolidated financial statements.
<PAGE>
11
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Part II. Other Information
Items 1,2,3,4,5, and 6(b):
- - -----------------------------
Not applicable or negative response.
Item 6(a):
- - -------------
The Articles of Incorporation and By-Laws of the Parent
Company (previously filed as Exhibit Nos. 1 and 2,
respectively, to Form 10-K filed with the Securities
Exchange Commission by the Company on March 31, 1993)
are incorporated herein by reference.
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 thereunto duly authorized.
FIRST NATIONAL OF NEBRASKA, INC.
By Bruce R. Lauritzen
-----------------------------------------
Bruce R. Lauritzen
President/Treasurer, Principal Accounting
and Financial Officer, and Director
Dated: May 1, 1995
-----------------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 334,139
<INT-BEARING-DEPOSITS> 4,128,569
<FED-FUNDS-SOLD> 126,012
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 812,752
<INVESTMENTS-MARKET> 804,898
<LOANS> 4,139,208
<ALLOWANCE> 59,052
<TOTAL-ASSETS> 5,598,478
<DEPOSITS> 4,727,255
<SHORT-TERM> 0<F2>
<LIABILITIES-OTHER> 57,789
<LONG-TERM> 97,902
<COMMON> 1,734
0
0
<OTHER-SE> 374,618
<TOTAL-LIABILITIES-AND-EQUITY> 5,598,478
<INTEREST-LOAN> 149,221
<INTEREST-INVEST> 11,536
<INTEREST-OTHER> 2,020
<INTEREST-TOTAL> 162,777
<INTEREST-DEPOSIT> 51,724
<INTEREST-EXPENSE> 59,237
<INTEREST-INCOME-NET> 103,540
<LOAN-LOSSES> 19,469
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 85,591
<INCOME-PRETAX> 31,947
<INCOME-PRE-EXTRAORDINARY> 20,488
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,488
<EPS-PRIMARY> 59.08
<EPS-DILUTED> 59.08
<YIELD-ACTUAL> 0.00<F1>
<LOANS-NON> 0<F1>
<LOANS-PAST> 0<F1>
<LOANS-TROUBLED> 0<F1>
<LOANS-PROBLEM> 0<F1>
<ALLOWANCE-OPEN> 0<F1>
<CHARGE-OFFS> 0<F1>
<RECOVERIES> 0<F1>
<ALLOWANCE-CLOSE> 0<F1>
<ALLOWANCE-DOMESTIC> 0<F1>
<ALLOWANCE-FOREIGN> 0<F1>
<ALLOWANCE-UNALLOCATED> 0<F1>
<FN>
<F1> This information is not required for interim reporting purposes.
<F2> This information is not required for interim reporting purposes and is
immaterial.
</FN>
</TABLE>
