<PAGE>
TO OUR STOCKHOLDERS
______________________________________________________________________
1995 was the twenty-fourth consecutive record year for First National of
Nebraska.
Earnings grew five million dollars to $82,241,000. This was a 21% return on
average stockholders' equity.
Total assets reached $6,110,542,000 at year end, up 16% from the record
$5,261,907,000 at year end 1994. In addition, we sold $200,000,000 in
securitized credit card receivables during the year. Our real growth in assets
reached $1 Billion for the second year in a row.
During 1995 we were pleased to welcome the employees of Union Colony Bank with
their facilities in Greeley, Fort Collins, Loveland, and Windsor, Colorado.
This investment further strengthens our long term strategy of expanding the
banking franchise into the faster growing areas of our neighboring states.
While we believe in our long-term growth strategy, it should be noted that this
produces a heavy charge against current earnings related to recent acquisitions.
In 1995, this non-cash charge totaled $7,500,000 after taxes.
1995 also saw the issuance of $75,000,000 in 15 year subordinated capital notes
by First National Bank of Omaha. This addition to capital will further
strengthen Nebraska's largest bank for future growth.
We want to thank the more than 4,000 employees who have made this record growth
a reality.
John R. Lauritzen F. Phillips Giltner Bruce R. Lauritzen
<PAGE>
<TABLE>
<CAPTION>
FIRST NATIONAL OF NEBRASKA AND SUBSIDIARIES
PERFORMANCE TRENDS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LINE GRAPHS DEPICTING:
Assets 1995: $6,110,542,000 Earnings 1995: $82,241,000 Capital & Reserves $497,571,000
YEAR $ MILLIONS YEAR $ MILLIONS YEAR $ MILLIONS
- --------------------- ---------------------- ---------------------
1972 298 1972 1,959 1972 20
1973 366 1973 2,213 1973 22
1974 360 1974 2,405 1974 20
1975 351 1975 2,597 1975 18
1976 372 1976 3,155 1976 20
1977 439 1977 3,614 1977 23
1978 503 1978 3,976 1978 27
1979 583 1979 4,473 1979 31
1980 625 1980 5,075 1980 35
1981 666 1981 5,743 1981 41
1982 715 1982 6,575 1982 46
1983 844 1983 7,000 1983 49
1984 873 1984 8,700 1984 59
1985 1,081 1985 10,076 1985 69
1986 1,118 1986 11,637 1986 80
1987 1,314 1987 15,133 1987 95
1988 1,726 1988 23,253 1988 121
1989 2,076 1989 28,123 1989 147
1990 2,548 1990 33,217 1990 186
1991 3,033 1991 40,017 1991 225
1992 3,574 1992 52,126 1992 272
1993 4,272 1993 70,082 1993 345
1994 5,262 1994 77,133 1994 415
1995 6,111 1995 82,241 1995 498
Loans 1995: $4,451,120,000 DEPOSITS 1995: $5,089,880,000 Return On Average Equity 20.8%
YEAR $ MILLIONS YEAR $ MILLIONS YEAR %
- --------------------- --------------------- -----------------
1972 152 1972 251 1972 13.5
1973 183 1973 296 1973 16.5
1974 172 1974 299 1974 17.4
1975 175 1975 280 1975 18.5
1976 202 1976 302 1976 19.5
1977 215 1977 336 1977 19.2
1978 265 1978 369 1978 18.2
1979 327 1979 411 1979 17.9
1980 297 1980 428 1980 17.7
1981 377 1981 411 1981 17.4
1982 426 1982 432 1982 17.1
1983 528 1983 557 1983 16.3
1984 645 1984 608 1984 18.6
1985 738 1985 741 1985 18.0
1986 813 1986 799 1986 18.0
1987 988 1987 970 1987 19.8
1988 1,321 1988 1,308 1988 25.7
1989 1,581 1989 1,642 1989 24.3
1990 1,890 1990 2,097 1990 23.2
1991 2,224 1991 2,575 1991 23.3
1992 2,602 1992 3,070 1992 24.7
1993 3,184 1993 3,652 1993 26.8
1994 3,945 1994 4,383 1994 24.1
1995 4,451 1995 5,090 1995 20.8
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
FIRST NATIONAL OF NEBRASKA AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1995 1994 1993 1992 1991
- ----------------------------------------------------------------------------------------------------------------------------------
(Amounts in Thousands Except Per Share Data)
<S> <C> <C> <C> <C> <C>
Total assets $6,110,542 $5,261,907 $4,271,853 $3,573,556 $3,033,098
Net income $ 82,241 $ 77,133 $ 70,082 $ 52,126 $ 40,017
Stockholders' equity $ 429,831 $ 359,216 $ 295,355 $ 231,083 $ 189,541
Allowance for
loan losses $ 67,740 $ 55,265 $ 49,589 $ 41,298 $ 35,819
==================================================================================================================================
==================================================================================================================================
Per share data:
Net income $ 237.17 $ 222.43 $ 202.10 $ 150.32 $ 115.40
Dividends (1) $ 33.73 $ 38.07 $ 16.86 $ 30.42 $ 15.35
Stockholders' equity $ 1,239.54 $ 1,035.90 $ 851.74 $ 666.39 $ 546.59
==================================================================================================================================
(1) On a historical basis, the dividend of $10.92 per share paid in December 1992 would have been paid in January 1993.
Dividends paid in 1994 include a special dividend related to earnings performance in 1993.
==================================================================================================================================
Profit ratios:
Return on average
equity 20.8% 24.1% 26.8% 24.7% 23.3%
Return on average
assets 1.5% 1.7% 1.9% 1.7% 1.5%
==================================================================================================================================
BANKING LOCATIONS
MAP DEPICTING:
NEBRASKA SOUTH DAKOTA KANSAS COLORADO
- ---------------------------------------------------------------------------
OMAHA YANKTON KANSAS CITY FORT COLLINS
NORTH PLATTE GREELEY
COLUMBUS LOVELAND
KEARNEY WINDSOR
FREMONT
BEATRICE
DAVID CITY
CHADRON
ALLIANCE
SCOTTSBLUFF
GERING
NORFOLK
</TABLE>
3
<PAGE>
FIRST NATIONAL OF NEBRASKA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
DECEMBER 31,
ASSETS 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
(Amounts in Thousands)
Cash and due from banks $ 309,405 $ 267,625
Federal funds sold and other
short-term investments 309,231 98,980
- --------------------------------------------------------------------------------
Total cash and cash equivalents 618,636 366,605
Securities held-to-maturity; fair
value $854,473,000 and $764,117,000 846,737 782,050
Loans 4,451,120 3,944,807
Less: Allowance for loan losses 67,740 55,265
Unearned income 11,693 10,889
- --------------------------------------------------------------------------------
Net loans 4,371,687 3,878,653
Premises and equipment, net 99,550 87,968
Other assets 173,932 146,631
- --------------------------------------------------------------------------------
TOTAL ASSETS $6,110,542 $5,261,907
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
Deposits:
Non-interest bearing $ 631,837 $ 533,762
Interest bearing 4,458,043 3,849,328
- --------------------------------------------------------------------------------
Total deposits 5,089,880 4,383,090
Federal funds purchased and U.S.
Treasury notes 133,488 99,363
Commercial paper and commercial paper
based borrowings 289,827 302,253
Other liabilities 58,300 46,519
Long-term debt and other
interest-bearing obligations 8,437 60,492
Capital notes 100,779 10,974
- --------------------------------------------------------------------------------
Total liabilities 5,680,711 4,902,691
Contingencies and commitments
Stockholders' equity:
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 425,493 354,878
- --------------------------------------------------------------------------------
Total stockholders' equity 429,831 359,216
- --------------------------------------------------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $6,110,542 $5,261,907
================================================================================
See Notes to Consolidated Financial Statements
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
FIRST NATIONAL OF NEBRASKA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,
1995 1994 1993
- --------------------------------------------------------------------------------------------------
(Amounts in Thousands Except Share and Per Share Data)
<S> <C> <C> <C>
Interest income:
Interest and fees on loans and $634,157 $490,169 $412,865
lease financing
Interest on securities:
Taxable interest income 45,492 32,777 32,339
Nontaxable interest income 1,436 1,465 1,846
Interest on federal funds sold
and other short-term 10,298 5,780 2,922
investments
- --------------------------------------------------------------------------------------------------
Total interest income 691,383 530,191 449,972
- --------------------------------------------------------------------------------------------------
Interest expense:
Interest on deposits 234,694 152,746 124,717
Interest on commercial paper and
commercial paper based 18,435 8,797 6,310
borrowings
Interest on federal funds purchased
and U.S. Treasury notes 3,642 2,333 1,523
Interest on long-term debt and
other obligations and capital
notes 7,689 4,340 2,432
- --------------------------------------------------------------------------------------------------
Total interest expense 264,460 168,216 134,982
- --------------------------------------------------------------------------------------------------
NET INTEREST INCOME 426,923 361,975 314,990
Provision for loan losses 102,767 71,698 67,083
- --------------------------------------------------------------------------------------------------
Net interest income after provision for 324,156 290,277 247,907
loan losses
Other operating income:
Processing services 73,387 59,229 43,476
Deposit services 18,520 19,419 17,431
Trust and investment services 15,086 13,039 11,402
Commissions 9,823 8,243 7,236
Miscellaneous 20,614 15,685 16,589
- --------------------------------------------------------------------------------------------------
Total other operating income 137,430 115,615 96,134
- --------------------------------------------------------------------------------------------------
Income before other operating expense 461,586 405,892 344,041
Other operating expense:
Salaries and employee benefits 119,698 97,481 83,165
Communications and supplies 56,382 52,949 42,087
Loan services purchased 47,486 39,746 34,465
Purchased processing 21,567 20,678 16,778
Net occupancy expense of premises 19,362 18,876 15,366
Equipment rentals, depreciation 23,879 18,646 15,791
and maintenance
Other professional services 11,545 10,129 9,115
purchased
Federal deposit insurance 5,020 8,534 7,012
Miscellaneous 26,556 21,740 14,805
- --------------------------------------------------------------------------------------------------
Total other operating expense 331,495 288,779 238,584
- --------------------------------------------------------------------------------------------------
Income before income taxes 130,091 117,113 105,457
Income tax expense/(benefit):
Current 54,284 44,159 39,201
Deferred (6,434) (4,179) (3,826)
- --------------------------------------------------------------------------------------------------
Total income tax expense 47,850 39,980 35,375
- --------------------------------------------------------------------------------------------------
NET INCOME $ 82,241 $ 77,133 $ 70,082
==================================================================================================
Average number of shares outstanding 346,767 346,767 346,767
==================================================================================================
Net income per share $237.17 $222.43 $202.10
==================================================================================================
See Notes to Consolidated Financial Statements
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
FIRST NATIONAL OF NEBRASKA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
- --------------------------------------------------------------------------------------------
ADDITIONAL TOTAL
COMMON STOCK PAID-IN RETAINED STOCKHOLDERS'
($5 PAR VALUE) CAPITAL EARNINGS EQUITY
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(Amounts in Thousands)
Balance, December 31, 1992 $1,734 $2,604 $226,745 $231,083
Net Income ---- ---- 70,082 70,082
Net change in value of
marketable equity securities ---- ---- 35 35
Cash dividends - $16.86 per share ---- ---- (5,845) (5,845)
- --------------------------------------------------------------------------------------------
Balance, December 31, 1993 1,734 2,604 291,017 295,355
Net Income ---- ---- 77,133 77,133
Net unrealized loss on securities
available-for-sale ---- ---- (71) (71)
Cash dividends - $38.07 per share ---- ---- (13,201) (13,201)
- --------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1994 1,734 2,604 354,878 359,216
NET INCOME ---- ---- 82,241 82,241
NET CHANGE IN UNREALIZED LOSS ON
SECURITIES AVAILABLE-FOR-SALE ---- ---- 70 70
CASH DIVIDENDS - $33.73 PER SHARE ---- ---- (11,696) (11,696)
- --------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1995 $1,734 $2,604 $425,493 $429,831
============================================================================================
See Notes to Consolidated Financial Statements
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
FIRST NATIONAL OF NEBRASKA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,
Increase/(Decrease) in Cash and Cash
Equivalents 1995 1994 1993
- -------------------------------------------------------------------------------
(Amounts in Thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 82,241 $ 77,133 $ 70,082
Adjustments to reconcile net
income to net cash flows from
operating activities:
Provision for loan losses 102,767 71,698 67,083
Depreciation and amortization 22,489 16,795 13,384
Provision for deferred taxes (6,434) (4,179) (3,826)
Net change in trading
account securities ---- 5,416 (803)
Origination of loans for resale (25,054) (63,685) (86,457)
Proceeds from the sale of loans 26,730 76,158 80,130
Other asset and liability
activity, net 5,001 (8,967) (3,742)
- -------------------------------------------------------------------------------
Net cash flows from operating activities 207,740 170,369 135,851
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of businesses (1) $ 28,041 $ 104,833 $ 63,973
Maturities of securities
held-to-maturity 354,495 217,403 253,368
Purchases of securities
held-to-maturity (395,064) (345,221) (278,744)
Sales of securities
available-for-sale ---- 4,793 35,732
Purchases of securities
available-for-sale ---- ---- (14,979)
Net increase in customer loans (691,893) (808,436) (424,569)
Securitization and sale of loans 200,000 ---- ----
Purchases of premises and equipment (26,089) (26,546) (19,423)
Other, net 4,069 1,561 1,313
- -------------------------------------------------------------------------------
Net cash flows from investing
activities (526,441) (851,613) (383,329)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in customer deposits $ 539,118 $ 571,062 $ 183,087
Net change in federal funds
purchased 33,924 48,860 173
Issuance of debt and capital notes 115,914 46,162 54,259
Principal repayments of debt and
capital notes (93,362) (35,048) (16,199)
Net change in commercial paper and
commercial paper based borrowings (13,166) 136,347 (10,536)
Cash dividends paid (11,696) (13,201) (5,845)
- -------------------------------------------------------------------------------
Net cash flows from financing 570,732 754,182 204,939
activities
- -------------------------------------------------------------------------------
Net change in cash and cash equivalents 252,031 72,938 (42,539)
Cash and cash equivalents at beginning
of year 366,605 293,667 336,206
- -------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 618,636 $ 366,605 $ 293,667
===============================================================================
Cash paid during the year for:
Interest $ 254,470 $ 160,458 $ 132,586
Income taxes $ 53,213 $ 46,973 $ 45,169
===============================================================================
NON-CASH INVESTING AND FINANCING ACTIVITIES
Increase to assets and liabilities
from business acquisitions $ 15,198 $ ---- $ ----
===============================================================================
See Notes to Consolidated Financial Statements
</TABLE>
(1) In two separate acquisitions during 1995, the Company assumed liabilities
of $169,394,000 and non-cash assets of $156,551,000. In two separate
acquisitions during 1994, the Company assumed liabilities of $163,383,000 and
non-cash assets of $58,550,000. In four separate acquisitions during 1993, the
Company assumed liabilities of $406,482,000 and non-cash assets of $342,509,000.
7
<PAGE>
FIRST NATIONAL OF NEBRASKA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
(Columnar Amounts in Footnotes are in Thousands Except Per Share Data)
________________________________________________________________________________
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements of First
National of Nebraska and subsidiaries (the Company) include the accounts of
the parent company; its substantially wholly-owned subsidiary, First National
Bank of Omaha and its wholly-owned subsidiaries (the Bank); its wholly-owned
other banking subsidiaries; and its nonbanking subsidiaries. All material
intercompany transactions, profits and balances have been eliminated.
In preparing such financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the balance sheet and revenues and expenses for
the period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS - For the purpose of reporting cash flows, cash and
cash equivalents include cash and due from banks, and federal funds sold and
other short-term investments. Generally, federal funds are purchased and
sold for one-day periods.
SECURITIES - Securities held-to-maturity are carried at amortized cost based
on the Company's ability and management's intent to hold the securities to
maturity. Contractual maturities may differ from actual maturities due to
issuers retaining early call or prepayment rights on certain securities.
Securities available-for-sale are carried at fair value with unrealized
holding gains and losses reported as a net amount in a separate component of
stockholders' equity, net of deferred income taxes. Debt and equity
securities that are held for current resale are classified as "trading
securities" and are reported at market, with unrealized gains and losses
included in earnings.
LEASE FINANCING - Equipment for leasing to customers is acquired with no
outside financing. These leases are accounted for using the financing method
with income being recognized over the life of the lease on the interest yield
method. They are carried at the Bank's cost of the investment which is
reduced by cash flows arising out of the transaction, after providing
necessary amounts for deferred income taxes in the period in which the
benefits arise.
PROVISION FOR AND ALLOWANCE FOR LOAN LOSSES - The provision for loan losses
is based on past loan loss experience, management's evaluation of the loan
portfolio under current economic conditions, and such other factors
management believes deserve recognition in estimating loan losses. It is the
Company's policy to charge off consumer credit card loans once they become
180 days past due. These charge-offs are considered in the determination of
the provision for and allowance for loan losses.
On January 1, 1995, the Company adopted Statement of Financial Accounting
Standards No. 114 (SFAS114), "Accounting by Creditors for Impairment of a
Loan," which has been amended by SFAS118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures." These statements
apply to all loans except large groups of smaller balance homogeneous loans
(such as individual consumer and residential real estate loans). SFAS114
requires that impaired loans within its scope be measured based on the
present value of expected future cash flows discounted at the loan's
effective interest rate, or as a practical expedient, at the observable
market price of the loan or the fair value of the underlying collateral. The
adoption of the provisions of these statements had no material impact to the
Company's consolidated financial statements.
PREMISES AND EQUIPMENT - Additions and improvements to premises and equipment
are capitalized at cost. Depreciation is charged to operating expense over
the estimated useful lives of the assets and is computed using the straight-
line method for financial statement purposes and an accelerated method for
income tax purposes. Leasehold improvements are amortized over the terms of
the respective leases or the estimated useful lives of the improvements,
whichever is shorter.
LOAN FEES - The Company defers certain fees and expenses incurred in the loan
origination process, with recognition thereof, as a yield adjustment, over
the contractual life of the related loan or the privilege period for consumer
credit card loans.
8
<PAGE>
LOAN SERVICING - The Bank services real estate and individual consumer loans
which it originates and sells to investors. These loans are not included in
the accompanying consolidated financial statements. Loan servicing includes
collecting and remitting loan payments, accounting for principal and
interest, holding advance payments by borrowers for taxes and insurance and
generally administering the loans for the investors to whom they have been
sold.
CREDIT CARD LOAN SECURITIZATION - The Bank has sold, on a revolving basis,
credit card loans through a securitization program. Fees earned for
servicing the loans are reported as income when the related loan payments are
collected. Loan servicing costs are charged to expense as incurred. A
controlled amortization method is used to allocate principal payments to the
investors after the reinvestment period.
INCOME TAXES - The Company files consolidated federal and state tax returns.
Taxes of the subsidiaries, computed on a separate return basis, are remitted
to the parent company. The Company uses the asset and liability approach for
financial accounting and reporting of income taxes. This method gives
current recognition to changes in federal income tax rates and laws.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS - Postretirement benefits (such
as health care benefits) are accrued by the Company during the years an
employee provides services. A transition obligation resulting from adopting
this method of accounting is being amortized over 20 years.
INTANGIBLE ASSETS - Goodwill incurred by the Company is amortized using the
straight-line method over periods ranging up to 25 years. Core deposits are
amortized over periods not exceeding 10 years using straight-line and
accelerated methods, as appropriate.
FAIR VALUES OF FINANCIAL INSTRUMENTS - 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 judgment in estimating the fair value of these
financial instruments, there are inherent limitations in any estimation
technique.
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.
TRUST ASSETS - Property (other than cash deposits) held by banking
subsidiaries in fiduciary or agency capacities for their customers is not
included in the accompanying consolidated statements of financial condition
since such items are not assets of the Company. Trust fees are recorded on
the accrual basis.
NET INCOME PER SHARE - Net income per share is based on the average number of
common shares outstanding during each year, weighted on a daily basis.
OTHER - 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 or total assets.
9
<PAGE>
B. SECURITIES:
Securities held-to-maturity are comprised of the following:
<TABLE>
<CAPTION>
DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Government obligations $811,338 $7,652 $(674) $818,316
Obligations of states and political
subdivisions 21,438 479 (49) 21,868
Collateralized mortgage obligations 1,961 48 (4) 2,005
Other securities 12,000 318 (34) 12,284
- ------------------------------------------------------------------------------------------------------
Total securities held-to-maturity $846,737 $8,497 $(761) $854,473
======================================================================================================
</TABLE>
In 1995, proceeds from sales of securities available-for-sale reflected in
other short-term investments were $1,957,000. There were no gross realized
gains on these sales. Gross realized losses on these sales equaled $43,000.
At December 31, 1995, the Company had no securities available-for-sale and no
trading securities.
<TABLE>
<CAPTION>
December 31, 1994
- ------------------------------------------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Government obligations $748,483 $108 $(18,240) $730,351
Obligations of states and political
subdivisions 21,524 251 (349) 21,426
Collateralized mortgage obligations 3,882 31 (58) 3,855
Other securities 8,161 334 (10) 8,485
- ------------------------------------------------------------------------------------------------------
Total securities held-to-maturity $782,050 $724 $(18,657) $764,117
======================================================================================================
</TABLE>
In 1994, proceeds from sales of securities available-for-sale were
$4,793,000. Gross realized gains on these sales equaled $67,000. Gross
realized losses on these sales equaled $269,000. At December 31, 1994, the
Company had $1,930,000 in securities available-for-sale reflected in other
short-term investments and no trading securities.
U.S. Government obligations of $347,105,000, obligations of states and
political subdivisions of $11,897,000 and collateralized mortgage obligations
of $1,291,000 were pledged at December 31, 1995 as collateral for public
funds and other purposes as required by law.
Contractual maturities at December 31, 1995:
<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED FAIR
COST VALUE
- -----------------------------------------------------------------------
<S> <C> <C>
Due in one year or less $308,159 $309,354
Due after one year through five years 520,509 526,868
Due after five years through ten years 5,541 5,655
Due after ten years 10,567 10,591
- -----------------------------------------------------------------------
Subtotal securities 844,776 852,468
Collateralized mortgage obligations 1,961 2,005
- -----------------------------------------------------------------------
Total securities held-to-maturity $846,737 $854,473
=======================================================================
</TABLE>
10
<PAGE>
C. LOANS
Loans are comprised of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
---------------------------------------------------------------------------
<S> <C> <C>
Individual consumer $2,896,900 $2,648,006
Commercial and financial 565,264 486,772
Real estate - mortgage 518,394 395,816
Real estate - construction 131,401 105,484
Agriculture 269,330 246,267
Lease financing 59,054 57,459
Other 10,777 5,003
---------------------------------------------------------------------------
Gross loans 4,451,120 3,944,807
Less:
Allowance for loan losses 67,740 55,265
Unearned income 11,693 10,889
---------------------------------------------------------------------------
Net loans $4,371,687 $3,878,653
===========================================================================
</TABLE>
In addition to the above loans owned by the Company, individual consumer and
mortgage loans serviced for others totaled $528,217,000 in 1995 and $323,795,000
in 1994.
<TABLE>
<CAPTION>
Lease financing is comprised of the following: DECEMBER 31,
1995 1994
--------------------------------------------------------------------------------
<S> <C> <C>
Direct financing leases:
Lease payments receivable $49,716 $48,439
Estimated residual value of equipment 9,338 9,020
--------------------------------------------------------------------------------
59,054 57,459
Less unearned income 8,607 8,483
--------------------------------------------------------------------------------
Net leases $50,447 $48,976
================================================================================
Transactions in the allowance for loan losses are as follows:
FOR THE YEAR ENDED DECEMBER 31,
1995 1994 1993
--------------------------------------------------------------------------------
Balance beginning of year $ 55,265 $ 49,589 $ 41,298
Balance at date of acquisition of
acquired banks 1,568 189 4,565
Provision charged to operations 102,767 71,698 67,083
Recoveries of amounts charged off 16,897 15,781 12,916
--------------------------------------------------------------------------------
176,497 137,257 125,862
Less loans charged off 108,757 81,992 76,273
--------------------------------------------------------------------------------
Balance end of year $ 67,740 $ 55,265 $ 49,589
================================================================================
</TABLE>
At December 31, 1995, minimum lease financing payments receivable for each of
the five succeeding years are approximately: $15,231,000 for 1996; $13,362,000
for 1997; $9,898,000 for 1998; $6,910,000 for 1999; and $2,897,000 for 2000.
The Company grants individual consumer, commercial, agricultural, and
residential loans to customers. The business loan portfolio is well
diversified, consisting of numerous industries located or headquartered
primarily in Nebraska, Colorado, Kansas, and South Dakota. The majority of
individual consumer loans are to customers located in the Midwest.
The Company evaluates each borrower's creditworthiness on a case-by-case basis.
The amount of collateral obtained is based upon management's evaluation of the
borrower. The individual consumer category is predominately unsecured, and
reserves for potential losses associated with these loans have been established
accordingly. The majority of the non-consumer loan categories are generally
secured by real estate, operating assets, or financial instruments.
11
<PAGE>
D. PREMISES AND EQUIPMENT:
Premises and equipment is comprised of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
----------------------------------------------------------
<S> <C> <C>
Land $ 15,715 $ 13,356
Building 38,051 35,549
Leasehold improvements 37,638 29,772
Equipment 91,013 72,612
----------------------------------------------------------
182,417 151,289
Less accumulated depreciation 82,867 63,321
==========================================================
Net premises and equipment $ 99,550 $ 87,968
==========================================================
</TABLE>
E. LONG-TERM DEBT, CAPITAL NOTES, AND LINES OF CREDIT:
In December 1995, the Bank issued $75,000,000 in subordinated notes, due to
mature on December 1, 2010. The subordinated notes pay interest semi-
annually on June 1 and December 1 at a rate of 7.32%. The subordinated notes
are unsecured and subordinated to the claims of depositors and general
creditors of the Bank. No sinking fund has been provided, and the
subordinated notes may not be redeemed, in whole or in part, prior to
maturity.
At December 31, 1995 and 1994, the Company had no outstandings and
$41,000,000, respectively, of a $95,000,000 amended revolving line of credit,
which bears a variable rate of interest tied to LIBOR. At December 31, 1995,
the rate was 6.94%. The line will expire in October 1996, at which time, any
outstanding balance will be converted into a term loan payable in sixteen
equal quarterly installments. Among other restrictions, the loan agreement
requires: minimum consolidated Tier I capital to total risk-adjusted assets
of 5.00%; a consolidated return on average assets of not less than 1.00%; and
approval from the lender to incur or assume additional debt.
At December 31, 1995 and 1994, the parent company also had no outstandings
and $10,500,000, respectively, of a $20,000,000 master revolving note which
expires in June 1996. This master revolving note is unsecured and bears an
interest rate equal to national prime.
At December 31, 1995 and 1994, Bank premises were subject to a mortgage which
required annual payments of $1,253,000, including interest at 7.75%, through
the year 2003. The Bank may prepay the mortgage after 1996, with a
prepayment premium. The mortgage balance was $6,813,000 and $7,508,000 at
December 31, 1995, and 1994, respectively.
The parent company has issued a total of $26,172,000 of unsecured capital
notes, which require principal payments through 2006. The capital notes are
noncallable and carry interest rates ranging from 9.00% to 12.50%. At
December 31, 1995 and 1994, $25,779,000 and $10,974,000, respectively, were
outstanding on these notes.
Principal amounts due on long-term debt and other interest-bearing
obligations in each of the succeeding five years and thereafter are
approximately: 1996 - $5,340,000; 1997 - $3,615,000; 1998 - $2,393,000;
1999 - $1,835,000; and 2000 - $2,094,000; thereafter - $93,939,000.
At December 31, 1995, the Company had facilities to access the commercial
paper market up to a maximum of $355,000,000, of which $289,827,000 was
outstanding. Obligations are collateralized by $303,691,000 of consumer
loans receivable. All of the facilities are fully backed by unused bank
credit lines. In addition, the parent company has an unused bank line of
credit of $15,000,000. Commitment fees of .125% to .375% are paid on these
lines. The Company's commercial paper and commercial paper based borrowings
are distributed on a national basis with proceeds used to finance consumer
receivables.
12
<PAGE>
F. INCOME TAXES:
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31 are as follows:
<TABLE>
<CAPTION>
1995 1994
------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses $23,316 $19,225
Other 8,609 5,621
------------------------------------------------------
Total deferred tax assets $31,925 $24,846
------------------------------------------------------
Deferred tax liabilities:
Purchase accounting $ 1,397 $ 2,361
Lease financing 2,603 2,022
Other 2,115 1,448
------------------------------------------------------
Total deferred tax liabilities $ 6,115 $ 5,831
------------------------------------------------------
Net deferred tax assets $25,810 $19,015
======================================================
</TABLE>
The income tax provisions differ from amounts currently payable because of
different methods used in reporting for financial statement purposes and for
income tax return purposes. The effect of these differences is as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
Deferred tax provision/(benefit): 1995 1994 1993
----------------------------------------------------------------------------
<S> <C> <C> <C>
Financing versus operating method of
lease income accounting $ 581 $ 334 $(1,142)
Bad debt deduction (3,855) (1,973) (1,099)
Other items, net (3,160) (2,540) (1,585)
----------------------------------------------------------------------------
Total deferred tax benefit $(6,434) $(4,179) $(3,826)
============================================================================
</TABLE>
The effective rates of total tax expense for the years ended December 31,
1995, 1994, and 1993 are different than the statutory federal tax rate. The
reasons for the differences are as follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
1995 1994 1993
------------------------------------------------------------------------
(Percent of pretax income)
------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal tax rate 35.0% 35.0% 35.0%
Additions/(reductions) in taxes
resulting from:
Tax-exempt interest income (0.7) (1.0) (2.4)
State taxes 1.9 1.1 2.0
Other items, net 0.6 (1.0) (1.1)
------------------------------------------------------------------------
Effective tax rate 36.8% 34.1% 33.5%
========================================================================
</TABLE>
13
<PAGE>
G. PENSION PLAN AND RETIREMENT AGREEMENTS:
The Company has a noncontributory, self-trusteed pension plan (the Plan)
covering substantially all full-time employees with one or more years of
service. The Plan generally provides for employee retirement at age sixty-
five (early retirement at age fifty-five) and benefits based upon length of
service and compensation. Lump sum death benefits are available as well as
pre-retirement protection in the event of death before benefits commence.
The Company's policy is to fund accrued pension cost necessary to provide the
Plan, on an actuarial basis, with sufficient assets to meet the benefits to
be paid to the Plan participants (normally up to the extent deductible under
existing tax regulations). The benefits are funded under a self-administered
pension trust with the Bank's Trust Department acting as Trustee.
The net pension expense/(credits), included within other operating expense,
are comprised of:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
1995 1994 1993
-----------------------------------------------------------------------
<S> <C> <C> <C>
Service cost $ 2,925 $ 2,540 $ 2,082
Interest cost 2,103 1,812 1,526
Return on assets (4,796) (4,104) (2,926)
Amortization of transition cost (395) (395) (460)
Amortization of prior service cost 63 63 18
-----------------------------------------------------------------------
Net pension expense/(credits) $ (100) $ (84) $ 240
=======================================================================
</TABLE>
The actuarial computation, using the "projected unit credit" actuarial method
for these years, assumed a discount rate on benefit obligations of 7%, an
expected long-term rate of return on plan assets of 7% and annual
compensation increases of 5% over the remaining service lives of employees
covered under the Plan. Variances between cost assumptions, expected return
on assets and actual experience are amortized over the remaining service
lives of employees covered under the Plan. At December 31, 1995, the Plan
owned parent company common stock at a cost of $269,548.
The table of actuarially computed benefit obligations and trusteed net assets
of the Plan is presented below:
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
-----------------------------------------------------------------
<S> <C> <C>
Actuarial present value of benefit
obligations:
Vested benefits $(21,891) $(19,111)
Nonvested benefits (1,390) (1,229)
-----------------------------------------------------------------
Accumulated benefit obligations (23,281) (20,340)
Additional amounts related to projected
salary increases (11,436) (9,623)
-----------------------------------------------------------------
Projected benefit obligations (34,717) (29,963)
Plan assets at market value consisting
primarily of U.S. Government securities,
common stocks and corporate bonds 73,128 52,915
-----------------------------------------------------------------
Excess of Plan assets over projected
benefit obligations 38,411 22,952
Unrecognized net gain from past
experience different from that assumed (37,039) (21,305)
Unrecognized Plan net assets at January 1,
1987 being recognized over 15 years (1,912) (2,306)
Unrecognized prior service cost 676 739
-----------------------------------------------------------------
Prepaid pension cost included within
other assets $ 136 $ 80
=================================================================
</TABLE>
In addition to the pension plan, the Company also has other employee-related
expenses, including a profit sharing plan and 401(k) savings plan. Total
cost for these plans, included within other operating expense, for the years
ended December 31, 1995, 1994 and 1993 approximated $977,000, $838,000 and
$643,000, respectively.
14
<PAGE>
H. CONTINGENCIES AND COMMITMENTS:
In the normal course of business, there are various outstanding commitments
to extend credit in the form of unused loan commitments and standby letters
of credit that are not reflected in the consolidated financial statements.
Since commitments may expire without being exercised, these amounts do not
necessarily represent future cash requirements. The Company uses the same
credit and collateral policies in making commitments as those described in
Note C.
At December 31, 1995 and 1994, the Company had unused loan commitments of
$1,056 million and $869 million, respectively. Additionally, standby letters
of credit at December 31, 1995 of $36 million and $43 million at December 31,
1994 had been issued. The majority of these commitments are collateralized by
various assets. No material losses are anticipated as a result of these
transactions.
The Company had unused consumer credit card lines of $11,900 million and
$9,700 million at December 31, 1995 and 1994, respectively. The Company has
the contractual right to change the conditions of the credit card members'
benefits or terminate the unused line at any time without prior notice. Since
many unused credit card lines are never actually drawn upon, the unfunded
amounts do not necessarily represent future funding requirements.
On December 27, 1985, the parent company entered into an option agreement
which would allow it to acquire 90% ownership of a bank holding company which
is owned by a stockholder of the parent company. The parent company had made
payments totaling $1,500,000 as consideration for the option. A part of the
agreement gave the issuer of the option the right to repurchase the option at
increasing predetermined amounts any time prior to its exercise. On January
5, 1995, the issuer repurchased the option for $2,889,000. At December 31,
1994, the option was carried at the lower of cost or net realizable value.
The Bank has certain operating leases on equipment and office space requiring
minimum annual rental payments as follows: 1996-$12,253,000; 1997-
$10,862,000; 1998-$11,308,000; 1999-$8,979,000; 2000-$6,421,000; and
$8,002,000 thereafter through the year 2014. Rental expense on leases for the
years ending December 31, 1995, 1994, and 1993 was approximately $13,476,000;
$11,532,000; and $9,931,000, respectively.
I. REGULATORY RESTRICTIONS:
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 Federal Deposit Insurance Corporation (FDIC). The Company's
banking subsidiaries include seven 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 ability of the parent company to pay cash dividends to its shareholders
and service debt may be dependent upon cash dividends from its subsidiary
banks. Subsidiary national banks are subject to regulatory restrictions on
the amount they may pay in dividends. Without regulatory approval, the
Company's subsidiary national banks may declare dividends in 1996 of
$17,662,000 plus an additional amount equal to the undistributed net earnings
in 1996, up to the date of declaration. At certain times, the Company may be
further restricted in the amount of cash dividends that can be paid.
The Company and its banking subsidiaries are required to maintain minimum
capital in accordance with federal regulations. Generally, these regulations
are: 1) 3% to 5% 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 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, 1995 and 1994.
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 December 31,
1995 and 1994, all of the Company's banking subsidiaries exceeded these
minimum regulatory capital requirements for the top-rated well-capitalized
category established by the supervisory agencies.
15
<PAGE>
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.
Pursuant to Federal Reserve Bank requirements, the Company's banking
subsidiaries are required to maintain certain cash reserve balances with the
Federal Reserve system. At December 31, 1995 and 1994, the aggregate required
cash reserve balances were approximately $52,546,000 and $47,641,000,
respectively.
J. FAIR VALUES OF FINANCIAL INSTRUMENTS:
The following presents the carrying amount and fair value of the specified
assets and liabilities held by the Company at December 31, 1995 and 1994. The
information presented is based on pertinent information available to
management as of December 31, 1995 and 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.
SECURITIES: The fair value of the Company's securities is based on the quoted
market prices at December 31, 1995 and 1994. The carrying amount and fair
value of the Company's securities at December 31, 1995 was $846,737,000 and
$854,473,000, 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
approximates 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 at year end. 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 December 31, 1995, the carrying amount and
fair value of the Company's loans was $4,332,933,000 and $4,457,962,000,
respectively. The carrying amount of loans for 1995 consists of gross loans
of $4,451,120,000 less allowance for loan losses of $67,740,000 less net
leases of $50,447,000. The fair value of loans for 1995 consists of gross
loans of $4,576,149,000 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 year end. The
carrying amount and fair value of the Company's deposits at December 31, 1995
was $5,089,880,000 and $5,126,951,000, 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 AND CAPITAL NOTES: The fair value of long-term debt and other
interest-bearing obligations and capital notes 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 and capital notes at December 31, 1995 was $109,216,000
and $110,329,000, respectively. The carrying amount and fair value of long-
term debt and other interest-bearing obligations and capital notes at
December 31, 1994 was $71,466,000 and $72,143,000, 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 December 31, 1995
of cash and due from banks was $309,405,000, federal funds sold and other
short-term investments was $309,231,000, and other receivables and interest
earned not collected was $58,664,000, 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.
16
<PAGE>
The carrying amount and fair value at December 31, 1995 of federal funds
purchased and U.S. Treasury notes was $133,488,000, commercial paper and
commercial paper based borrowings was $289,827,000, and accounts payable and
accrued interest payable was $38,689,000, which is included in other
liabilities. The carrying amount and fair value at December 31, 1994 of
federal funds purchased and U.S. Treasury notes was $99,363,000, commercial
paper and commercial paper based borrowings was $302,253,000, and accounts
payable and accrued interest payable was $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 December 31,
1995 and 1994, the Company had unused loan commitments of $1,056 million and
$869 million, respectively; standby letters of credit of $36 million and $43
million, respectively; and unused consumer credit card lines of $11,900
million and $9,700 million, respectively.
K. ACQUISITIONS:
On January 5, 1995, a bank holding company subsidiary acquired Union Colony
Bank, in a transaction accounted for as a purchase. Results of operations of
the acquired company are included in the consolidated results since the date
of acquisition. Total assets acquired approximate $200 million and are
included in the Company's consolidated financial statements. Goodwill is
being amortized over 25 years on a straight-line basis and core value of
deposits is being amortized over 10 years on an accelerated method.
In two separate acquisitions during 1994, the Company assumed liabilities of
$163,383,000 and non-cash assets of $58,550,000.
On October 31, 1993, the parent company acquired Larimer Bancorporation, Inc.
(LBI), parent of First Interstate Bank of Fort Collins, N.A. (FIB), in a
transaction accounted for as a purchase. LBI's name was changed to First
National of Colorado, Inc. at acquisition and in 1994, FIB's name was changed
to First National Bank. Results of operations of the acquired company are
included in the consolidated results since the date of acquisition. Total
assets acquired approximate $325 million and are included in the Company's
consolidated financial statements. Goodwill is being amortized over 15 years,
on a straight-line method. On an unaudited pro forma basis, had the
acquisition occurred on January 1, 1993, the consolidated revenues would have
been $566,259,000; consolidated net income would have been $70,038,000; and
earnings per share would have been $201.97 for 1993.
In April, 1993, the parent company chartered a de novo bank, First National
Bank of Kansas, located in Overland Park, Kansas. First National Bank of
Kansas acquired certain assets and assumed certain liabilities of the former
College Boulevard National Bank through the FDIC. Total assets acquired
approximate $70 million and are included in the Company's consolidated
financial statements.
17
<PAGE>
L. CONDENSED FINANCIAL INFORMATION OF FIRST NATIONAL OF NEBRASKA:
FIRST NATIONAL OF NEBRASKA (parent company only)
CONDENSED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
DECEMBER 31,
ASSETS 1995 1994
- -------------------------------------------------------------------
(Amounts in Thousands)
<S> <C> <C>
Cash and due from banks (1) $ 437 $ 1,481
Other short-term securities 9,350 ----
- -------------------------------------------------------------------
Total cash and cash equivalents 9,787 1,481
Securities (1) 414 414
Commercial paper (1) 45,000 45,000
Loans to subsidiaries (1) (3) 1,377 10,455
Investment in subsidiaries (1 and 2):
First National Bank of Omaha 163,656 184,457
Other banking subsidiaries 276,374 221,280
Nonbanking subsidiaries 15,509 14,158
- -------------------------------------------------------------------
Total investment in subsidiaries 455,539 419,895
Other assets (1) 832 2,384
- -------------------------------------------------------------------
TOTAL ASSETS $ 512,949 $ 479,629
===================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------
Payable to subsidiaries (1) $ 2,075 $ 2,075
Commercial paper (1) 45,000 45,000
Other liabilities (1) 2,970 3,288
Deferred gain on sale of buildings (1) 6,974 7,576
Long-term debt and other 320 41,499
interest-bearing obligations
Capital notes 25,779 20,975
- -------------------------------------------------------------------
Total liabilities 83,118 120,413
Stockholders' equity:
Common stock 1,734 1,734
Additional paid-in capital 2,604 2,604
Retained earnings 425,493 354,878
- -------------------------------------------------------------------
Total stockholders' equity 429,831 359,216
- -------------------------------------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 512,949 $ 479,629
===================================================================
</TABLE>
(1) Partially or totally eliminated in consolidation.
(2) Carried at cost plus equity in undistributed earnings and capital changes
since date of acquisition or origination.
(3) At December 31, 1994, this balance consisted primarily of a $10,000,000
unsecured capital note issued to First National Bank of Omaha. This note was
paid in full on December 7, 1995.
18
<PAGE>
<TABLE>
<CAPTION>
FIRST NATIONAL OF NEBRASKA (parent company only)
CONDENSED STATEMENTS OF OPERATIONS
- ----------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,
1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------
(Amounts in Thousands Except Share and Per Share Data)
<S> <C> <C> <C>
Revenues:
Income from subsidiaries (1):
Dividends from First National Bank of Omaha $ 81,724 $ 32,879 $ 45,393
Dividends from other banking subsidiaries 5,411 14,770 5,181
Dividends from nonbanking subsidiaries 2,800 1,350 2,678
Interest income on commercial paper (1) 2,798 1,657 1,238
Recognized gain on sale of buildings (1) 602 602 602
Recognized gain on sale of option 1,389 ---- ----
Investment interest and other income (1) 795 196 128
- ----------------------------------------------------------------------------------------------------------------
Total revenues 95,519 51,454 55,220
Expenses:
Interest 9,461 5,628 2,951
Other (1) 837 883 1,263
- ----------------------------------------------------------------------------------------------------------------
Total expenses 10,298 6,511 4,214
- ----------------------------------------------------------------------------------------------------------------
Income before income tax and equity in
undistributed/(overdistributed) earnings of
subsidiaries 85,221 44,943 51,006
Income tax expense/(benefit) (2,273) (6,104) 2,190
- ----------------------------------------------------------------------------------------------------------------
Total income before equity in undistributed/
(overdistributed) earnings of subsidiaries 87,494 51,047 48,816
- ----------------------------------------------------------------------------------------------------------------
Equity in undistributed/(overdistributed)
earnings of subsidiaries (1):
First National Bank of Omaha (20,801) 19,258 11,441
Other banking subsidiaries 14,355 5,488 9,947
Nonbanking subsidiaries 1,193 1,340 (122)
- ----------------------------------------------------------------------------------------------------------------
Total equity in undistributed/
(overdistributed) earnings of subsidiaries (5,253) 26,086 21,266
- ----------------------------------------------------------------------------------------------------------------
NET INCOME $ 82,241 $ 77,133 $ 70,082
================================================================================================================
Average number of shares outstanding 346,767 346,767 346,767
================================================================================================================
Net income per share $ 237.17 $ 222.43 $ 202.10
================================================================================================================
</TABLE>
(1) Partially or totally eliminated in consolidation.
19
<PAGE>
FIRST NATIONAL OF NEBRASKA (parent company only)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,
Increase/(Decrease) in Cash and Cash Equivalents 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------
(Amounts in Thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 82,241 $ 77,133 $ 70,082
Adjustments to reconcile net income to net cash
flows from operating activities:
Equity in (undistributed)/overdistributed
earnings of subsidiaries 5,253 (26,086) (21,266)
Recognized gain on sale of buildings (602) (602) (602)
Recognized gain on sale of option (1,389) ---- ----
Other, net (259) (4,921) 3,547
- ----------------------------------------------------------------------------------------------------------------
Net cash flows from operating activities 85,244 45,524 51,761
CASH FLOWS FROM INVESTING ACTIVITIES
Maturities of securities held-to-maturity $ ---- $ ---- $ 4,741
Purchases of securities held-to-maturity ---- ---- (3,958)
Net change in commercial paper ---- (10,000) ----
Proceeds from sale of option 2,889 ---- ----
Payment for business acquisitions (1) ---- ---- (68,009)
Change in investment in subsidiaries and other assets (16,237) (43,482) (16,557)
- ----------------------------------------------------------------------------------------------------------------
Net cash flows from investing activities (13,348) (53,482) (83,783)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of debt and capital notes $ 15,000 $ 45,800 $ 45,000
Principal repayments of debt and capital notes (66,894) (34,300) (6,898)
Net change in commercial paper ---- 10,000 ----
Cash dividends paid (11,696) (13,201) (5,845)
- ----------------------------------------------------------------------------------------------------------------
Net cash flows from financing activities (63,590) 8,299 32,257
- ----------------------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents 8,306 341 235
Cash and cash equivalents at beginning of year 1,481 1,140 905
- ----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 9,787 $ 1,481 $ 1,140
================================================================================================================
Cash paid during the year for:
Interest $ 9,171 $ 5,541 $ 2,590
Income taxes $ ---- $ ---- $ ----
================================================================================================================
NON-CASH INVESTING AND FINANCING ACTIVITIES
Increase to assets and liabilities from business acquisitions $ 15,198 $ ---- $ ----
================================================================================================================
</TABLE>
(1) The parent company paid cash for business acquisitions during 1993.
20
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
First National of Nebraska, Inc.
Omaha, Nebraska
We have audited the accompanying consolidated statements of financial condition
of First National of Nebraska, Inc. and subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the three years in the period ended December
31, 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of First National of
Nebraska, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1995 in conformity with generally accepted
accounting principles.
January 31, 1996
Omaha, Nebraska
21
<PAGE>
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 and its wholly-owned subsidiaries; First
National Bank and Trust Company of Columbus; First National Bank, North Platte;
Platte Valley State Bank and Trust Company, Kearney; The Fremont National Bank
and Trust Company; First National Bank of Kansas, Overland Park, Kansas; First
National Bank South Dakota, Yankton, South Dakota; and First National of
Colorado, Inc., and its wholly-owned subsidiaries First National Bank, Fort
Collins, Colorado and Union Colony Bank, Greeley, Colorado. 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 OCC. All federally-insured banks
are also regulated by the FDIC. The Company's banking subsidiaries include
seven 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 Company was one of the originators of the bank credit card industry and has
over 40 years' experience in this business. Through a banking subsidiary, the
Company conducts a significant consumer credit card service under license
arrangements with VISA USA and MasterCard International, Inc. The Company's
credit card customers are located throughout the United States, but primarily in
the Midwest. At December 31, 1995, the Company ranked among the top 25 card
issuing entities based on the amount of managed credit card loans outstanding.
The Company originates all new credit card accounts for itself and its
affiliates and does not purchase existing accounts from other originators.
Gross revenues associated with credit card loans was 56% of total gross revenues
in 1995. 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 continues to make substantial investments in data processing
technology for both its own data processing needs and to provide various data
processing services for unaffiliated parties. The services provided include
automated clearinghouse transactions, merchant credit card processing, and check
processing. The Company ranks as one of the larger merchant credit card
processors in the United States with over $13 billion processed in 1995 and $11
billion processed in 1994. It also was among the 15 largest automated
clearinghouse processors in the country during 1995 and 1994, and is one of the
largest check processors in its market area. The Company provides data
processing services to over 40 non-affiliated banks located in nine states. 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.
CAPITAL RESOURCES:
The Company and its banking subsidiaries are required to maintain minimum
capital in accordance with federal guidelines. Generally, these guidelines are:
1) 3% to 5% for Tier I capital to total assets defined as stockholders' equity
less intangibles and goodwill as a percent of quarterly average assets less
intangibles and goodwill; 2) 4% for Tier I capital to risk-adjusted assets; and
3) 8% for Total capital to risk-adjusted assets. Total capital is defined as
Tier I capital plus a certain portion of allowance for loan and lease loss and
certain debt and equity instruments.
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 FDICIA, bank regulators have established a supervisory framework based on
a financial institution's capital level as described in Note I. At December 31,
1995, First National Bank of Omaha and all other banking subsidiaries of the
Company exceeded the minimum requirements for the well-capitalized category.
Because the Company's banking subsidiaries are classified in this category,
management feels that FDICIA does not materially impact the Company's
consolidated financial statements or operations.
In 1995, First National Bank of Omaha issued $75.0 million in 15 year
subordinated capital notes. These subordinated capital notes, along with $25.8
million in capital notes outstanding in connection with the Company's previous
acquisitions, count towards meeting the required capital standards, subject to
certain limitations. The Company historically has paid dividends equal to 15%
of expected net income. The remainder is retained in capital to fund the growth
of future operations and to maintain minimum capital standards.
22
<PAGE>
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
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 December 31,
1995, all commercial paper issued matures within 57 days. The commercial paper
issued by the Company is supported for liquidity purposes by loan commitments
from various financial institutions. See Note E to the Consolidated Financial
Statements for further discussion.
Additionally, in September 1995, the Company increased the diversity of its
credit card funding sources through a new securitization program. At December
31, 1995, the Company had securitized $200 million of credit card loans through
this program.
INTEREST SENSITIVITY ANALYSIS:
The following table represents management's estimate of projected maturity or
repricing of the Company's interest-earning assets and interest-bearing
liabilities at December 31, 1995. 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.
Management believes that the table will approximate actual experience; however,
the interest rate sensitivity of the Company's interest-earning assets and
interest-bearing liabilities could vary if different assumptions were used or if
actual experience differs from the assumptions utilized.
<TABLE>
<CAPTION>
Greater Than
Three Months One Year Over
Three Months Less Than Through Five
As of December 31, 1995 or Less One Year Five Years Years Total
- -------------------------------------------------------------------------------------------------------------
(Amounts in Thousands)
<S> <C> <C> <C> <C> <C>
Earning assets:
Investment activities $ 368,056 $ 249,374 $ 520,945 $ 17,593 $1,155,968
Lending activities 1,597,757 397,080 2,269,600 186,683 4,451,120
- -------------------------------------------------------------------------------------------------------------
Total earning assets 1,965,813 646,454 2,790,545 204,276 5,607,088
Interest bearing liabilities 1,943,953 1,385,104 1,567,477 94,040 4,990,574
- -------------------------------------------------------------------------------------------------------------
Interest sensitive GAP 21,860 (738,650) 1,223,068 110,236 616,514
GAP as a percent of
total earning assets 0.4% (13.2%) 21.8% 2.0% 11.0%
=============================================================================================================
Cumulative Interest sensitive GAP 21,860 (716,790) 506,278 616,514
Cumulative GAP as a percent
of total earning assets 0.4% (12.8%) 9.0% 11.0%
=============================================================================================================
</TABLE>
23
<PAGE>
RESULTS OF OPERATIONS:
INTEREST INCOME AND INTEREST EXPENSE:
The Company's primary source of income is net interest income: the difference
between interest income and fees derived from earning assets and interest paid
on liabilities. In 1995, net interest income was $426.9 million, a 17.9%
increase over 1994. In 1994, net interest income was $362.0 million, a 14.9%
increase over 1993. A significant amount of gross interest income is derived
from consumer credit card loans. During the three year period ending December
31, 1995, the Company successfully repriced its assets and liabilities to
maintain the net interest margin reported. In the current rate environment and
because of the contractual terms of these loans, the Company's net interest
margin will most likely remain stable if rates change modestly, up or down.
Therefore, it is anticipated that the Company will experience a comparable
margin in 1996.
PROVISION FOR LOAN LOSSES:
The Company evaluates its allowance for loan losses on a monthly basis.
Adjustments necessary to the allowance are determined based upon a review of the
individual loan portfolios within the Company. Management's review of the
adequacy of the allowance for loan losses is based upon a review of collateral
values, delinquencies, non-accruals, payment histories and various other
analytical and subjective measures.
The provision for loan losses in 1995 was $102.8 million, as compared to $71.7
million and $67.1 million in 1994 and 1993, respectively. The 43.3% increase in
1995 was due to a 25.3% increase in average loans in 1995 over 1994, increased
levels of consumer bankruptcies and the maturing of the large volume of
individual consumer loans originated in 1994. The 6.9% increase in the 1994
provision was due to a 23.9% growth in loans in 1994. The individual consumer
loan category accounted for 49.2% of the total loan growth in 1995 and 76.1% in
1994. The loss experience in this category is traditionally higher than in
other loan categories, producing an increase in non-performing loans. The
offset to the higher loss experience is the interest rates charged and the
resulting revenues related to individual consumer loans are higher.
OTHER OPERATING INCOME:
Other operating income rose 18.9% and 20.3% in 1995 and 1994, respectively. The
majority of these increases were due to processing services income increasing by
23.9% in 1995 and 36.2% in 1994. This was due to increases in volumes processed
from new and existing customers in merchant processing. Base deposit services
increased 10.5% for 1995 due to general growth, but was offset due to a major
customer converting to in-house check processing, resulting in a 4.6% decrease
overall. The 1994 increase of 11.4% in deposit services was due to general
growth of the Company and the fourth quarter 1993 acquisition. Income related
to trust and investment services and commissions grew in 1995 and 1994 as a
result of the general growth of the Company. Miscellaneous income increased in
1995 by 31.4% due to increased revenues from non-banking subsidiaries and the
gain on the sale of an option as explained in Note H to the consolidated
financial statements. The decrease of 5.4% in miscellaneous income in 1994 was
related to general business fluctuations and competitive pricing.
OTHER OPERATING EXPENSE:
Other operating expense rose 14.8% and 21.0% in 1995 and 1994, respectively.
Increases in loan services purchased totaled $47.5 million in 1995 and $39.7
million in 1994, resulting in 19.5% and 15.3% increases in 1995 and 1994,
respectively. The 1995 and 1994 increases reflect expenses incurred in
processing additional volumes and in the promotion and acquisition of new loan
relationships. Equipment rentals, depreciation and maintenance increased 28.1%
and 18.1% in 1995 and 1994, respectively, primarily due to investments in
technology and acquisitions. Federal deposit insurance decreased by 41.2% in
1995 due to a change in the regulatory assessment rates. The increase in
federal deposit insurance of 21.7% in 1994 was due to a 22.8% increase in
average deposits for 1994. Purchased processing expenses increased 23.2% in
1994 due to continued growth in the number of credit card transactions received
through the merchant processing system, noted increases in loan volumes and the
fourth quarter 1993 acquisition of a merchant sales organization. Although
volumes continued to increase in 1995, a higher percentage of the transactions
were processed internally, resulting in a 4.3% increase in purchased processing.
Expenses in 1995 and 1994 related to salaries and employee benefits,
communications and supplies, occupancy, other professional services and other
miscellaneous expenses grew as a result of the general growth of the Company and
the acquisitions in the fourth quarter of 1993 and first quarter of 1995.
24
<PAGE>
IMPACT OF FUTURE EVENTS:
ACCOUNTING:
Statement of Financial Accounting Standards No. 121 (SFAS121), "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," is effective for fiscal years beginning after December 15, 1995. SFAS121
requires qualifying long-lived assets and certain identifiable intangibles to be
disposed of be reported at the lower of carrying amount or fair value less costs
to sell. The Company believes that the adoption of this Statement will not have
a material impact to its consolidated financial statements.
Statement of Financial Accounting Standards No. 122 (SFAS122), "Accounting for
Mortgage Servicing Rights," is effective for fiscal years beginning after
December 15, 1995. SFAS122 requires a mortgage banking enterprise to recognize
as separate assets, rights to service mortgage loans for others, however those
servicing rights are acquired. This Statement also requires a mortgage banking
enterprise to assess its capitalized mortgage servicing rights for impairment
based on the fair value of those rights. The Company believes that the adoption
of this Statement will not have a material impact to its consolidated financial
statements.
TRENDS:
Annual growth of assets, loans, deposits, capital and reserves, and earnings are
indicated on pages 2 and 3. These trends are a direct result of strong internal
growth and acquisitions.
25
<PAGE>
<TABLE>
<CAPTION>
FIRST NATIONAL OF NEBRASKA AND SUBSIDIARIES
SELECTED FINANCIAL DATA
- ---------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1995 1994 1993 1992 1991
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(Amounts in Thousands Except Per Share Data)
Total interest income and
other operating income $ 828,813 $ 645,806 $ 546,106 $ 481,423 $ 426,313
Provision for loan losses $ 102,767 $ 71,698 $ 67,083 $ 64,467 $ 60,745
Net income $ 82,241 $ 77,133 $ 70,082 $ 52,126 $ 40,017
Net income per share $ 237.17 $ 222.43 $ 202.10 $ 150.32 $ 115.40
Cash dividends per share (2) $ 33.73 $ 38.07 $ 16.86 $ 30.42 $ 15.35
Total assets $6,110,542 $5,261,907 $4,271,853 $3,573,556 $3,033,098
Long-term debt and capital notes $ 109,216 $ 60,966 $ 60,705 $ 21,534 $ 22,380
</TABLE>
<TABLE>
<CAPTION>
THE COMPANY'S STOCK IS TRADED OVER-THE-COUNTER.
BID PRICE QUOTES PER SHARE, HIGH AND LOW, BY QUARTER (1)
- ---------------------------------------------------------------------------------------------------------
1995 1994
HIGH LOW HIGH LOW
----------------------------------------------------
<S> <C> <C> <C> <C>
1st quarter $2,400 $2,350 $2,000 $1,700
2nd quarter 2,710 2,400 2,300 2,000
3rd quarter 2,935 2,710 2,300 2,300
4th quarter 3,650 2,935 2,350 2,300
</TABLE>
<TABLE>
<CAPTION>
DIVIDENDS PER SHARE (2)
- ---------------------------------------------------------------------------------------------------------
1995 1994
----------------------------------------------------
<S> <C> <C>
January $9.73 $15.36
April 8.00 7.57
June 8.00 7.57
September 8.00 7.57
</TABLE>
NUMBER OF STOCKHOLDERS
- --------------------------------------------------------------------------------
As of January 31, 1996, there were 346,767 shares of common stock issued and
outstanding which were held by more than 350 shareholders of record. The
shareholders of record number does not reflect the persons or entities who hold
their stock in nominee or "street" name.
(1) Source: Kirkpatrick, Pettis, Smith, Polian, Inc., Omaha, Nebraska
Such over-the-counter market quotations reflect interdealer
prices, without retail mark-up, mark-down or commission and may
not necessarily represent actual transactions. The parent
company's common stock experiences limited trading activities.
(2) On a historical basis, a dividend of $10.92 per share paid in December 1992
would have been paid in January 1993. Dividends paid in 1994 include a special
dividend related to earnings performance in 1993.
26
<PAGE>
==================================
FIRST NATIONAL OF NEBRASKA
OFFICERS AND DIRECTORS
==================================
F.P. Giltner
Chairman & Secretary
B.R. Lauritzen
President & Treasurer
J.R. Lauritzen
Chairman Emeritus
27
<PAGE>
FIRST NATIONAL BANK OF OMAHA
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
===================================================================================================================
<S> <C>
**F.P. Giltner......Chairman *E.J. Eliopoulos...Executive Vice President
**B.R. Lauritzen....President *J.W. Henry........Executive Vice President
*D.A. O'Neal.......Executive Vice President
**J.R. Lauritzen....Chairman Emeritus *C.R. Walker.......Executive Vice President
- -------------------------------------------------------------------------------------------------------------------
*H.M. Dietz........Director *H.J. Young........Director
- -------------------------------------------------------------------------------------------------------------------
BANKCARD DIVISION
*J.L. Doody, Senior Vice President and Division Head
J.W. Barry..............Vice President J.R. Bogatz........Second Vice President
T.R. Haller.............Vice President C.E. Henkel........Second Vice President
J.G. Langenfeld.........Vice President M.W. Lawver........Second Vice President
J.W. Shanahan...........Vice President D.G. Nutty.........Second Vice President
R.M. Pedersen......Second Vice President
J.A. Black..............Marketing Officer J.A. Johnson.......Operations Officer
L.A. Bruster............Operations Officer F.D. Kelly.........Operations Officer
D.M. Casart.............Marketing Officer C.P. King..........Operations Officer
K.E. Couto..............Operations Officer D.E. Kozeny........Operations Officer
D.L. Dugan..............Marketing Officer K.M. Nilles........Operations Officer
L.M. Dugan..............Operations Officer R.J. O'Meara.......Finance Officer
R.L. Felt...............Operations Officer M.C. Reilly........Marketing Officer
R.J. Gaspari............Operations Officer S.R. Schuttler.....Operations Officer
S.E. Wagner........Marketing Officer
- -------------------------------------------------------------------------------------------------------------------
CORPORATE ADMINISTRATION
*E.S. Turille, Senior Vice President and Division Head
T.D. Hart...............Vice President & Comptroller J.A. Lindhjem......Second Vice President
T.L. Engle..............Vice President J.M. Morran........Second Vice President
J.A. Swoopes.......Director, Community Development
M.G. App................Investment Officer B.D. Ridder........Operations Officer
P.D. Bortle.............Finance Officer N.M. Roberts.......Marketing Officer
C.O. Howard.............Government Affairs Officer D.W. Ulferts.......Investment Officer
A.J. Krings.............Finance Officer M.K. Wascher.......Operations Officer
W.L. Landen.............Purchasing Officer D.A. Wells.........Operations Officer
J.E. Lehning............Facilities Officer J.L. Wells.........Finance Officer
R.D. Reed...............Operations Officer B.K. Williams......Operations Officer
PERSONNEL
R.J. Urban..............Vice President M.S. Foutch........Human Resources Officer
G.C. Beauchamp..........Affirmative Action Officer E.A. Mazzotta......Training Officer
and Human Resources Officer A. Warren..........Training Officer
A.M. Abboud.............Training Officer
- -------------------------------------------------------------------------------------------------------------------
CORPORATE AND FINANCIAL INSTITUTIONS DIVISION
*C.H. Fries, Jr. CCL, Senior Vice President and Division Head
J.P. Bonham.............Vice President W.S. Morris.........Vice President
R.G. Eastman............Vice President J.D. Norwood........Vice President
D.S. Erker..............Vice President S.K. Ritzman........Vice President
A.C. Hansen.............Vice President T.J. Rohling........Vice President
S.J. Howland-Moline.....Vice President G.J. Tomka..........Vice President
T.H. Jensen.............Vice President P.W. Zandbergen.....Vice President
H.F. Kuehl..............Vice President M.K. McMillan.......Second Vice President
G.H. Matters............Vice President S.K. Norris.........Second Vice President
T.J. Pritchard......Second Vice President
M.A. Baratta............Commercial Loan Officer J.R. Kamm...........Commercial Loan Officer
J.D. Bierwirth..........Correspondent Loan Officer P.B. Marshall.......Credit Officer
B.S. Cox................Leasing Officer P.E. Moyer..........Commercial Loan Officer
R.L. Eigsti.............Private Banking Officer W.A. Nesbitt........International Officer
M.T. Phelps.........Ag. Loan Officer
- -------------------------------------------------------------------------------------------------------------------
** Executive Committee Member * Director
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
DATA AUTOMATION DIVISION
J.C.C. Schmidt, Senior Vice President and Division Head
J.W. Irwin..............Vice President C.E. Marsh.............President
W.C. Lopeman............Vice President
G.O. Andersen...........Manager, Bank Support R.L. Harlow............Quality Assurance Manager
D.L. Buss...............Technical Support Manager D.W. Naumann...........Manager Communication Services
C.A. Campbell...........Manager, Merchant Programming M.P. O'Neil............BCC Automation Manager
R.B. Carson.............Manager, Micro Development R.L. Sailors...........Operations Officer
H. Davis................Operations Officer D.J. Kampschneider.....Assistant Operations Officer
M.D. Waddington........Manager, LAN Support
- -------------------------------------------------------------------------------------------------------------------
FIRST INTEGRATED SYSTEMS DIVISION
F.A. Marshall, Senior Vice President and Division Head
J.F. Fiedler............Second Vice President M.F. Sack..............Client Services Manager
L.L. Linhart............Director, Client Services
- -------------------------------------------------------------------------------------------------------------------
OPERATIONS DIVISION
*E.J. Eliopoulos, Executive Vice President and Division Head
R.A. Huddleston.........Vice President J.P. Cermak............Second Vice President
R.K. Oatman.............Vice President & Cashier A.P. Garcia............Second Vice President
P.A. Beister............Operations Officer P.C. Siegfried.........Marketing Officer
J.A. McConnell..........Operations Officer J.M. Strattan..........Marketing Officer
K.J. Oviatt.............Operations Officer C.A. Stump.............Operations Officer
E.H. Peters.............Operations Officer J.R. Van Horne.........Operations Officer
W.A. Schunk.............Operations Officer S.L. Vanness...........Operations Officer
M.J. Wickert...........Operations Officer
- -------------------------------------------------------------------------------------------------------------------
RETAIL DIVISION
*C.R. Walker, Executive Vice President L.A. Minarik, Vice President and Division Head
M.C. Buchele............Vice President A. Williams..........Vice President
R.A. Frandeen...........Vice President W.M. Gdovic............Second Vice President
R.J. Horak..............Vice President S.L. Hastings..........Second Vice President
E.J. Kelleher...........Vice President J.E. Rerucha...........Second Vice President
K.D. Odenreider.........Vice President L.E. Keslar............President - Beatrice
M.S. Seger..............Vice President L.G. Novak.............President - David City
G.G. Anderson...........Retail Banking Officer L.L. Henze.............Mortgage Loan Officer
C.E. Backhus............Operations Officer J.F. Hession, Jr.......Loan Officer
C.K. Balzer.............Retail Banking Officer C.K. Johnson...........Mortgage Loan Officer
L.M. Buchele............Operations Officer D.M. Kernen............Finance Officer
B.J. Burns..............Operations Officer B.J. Koch..............Retail Banking Officer
L.M. Cannon.............Loan Officer K.J. Koehler...........Loan Officer
G.P. Chadwell...........Operations Officer M.E. Mahoney...........Retail Banking Officer
M.M. Dickey.............Retail Banking Officer S.L. Pinegar...........Retail Banking Officer
S.L. Dugan..............Retail Banking Officer D.M. Pontious..........Operations Officer
T.J. Engelsman..........Retail Banking Officer D.R. Ryan..............Loan Officer
T.S. Flint..............Operations Officer D.L. Siders............Mortgage Loan Officer
G.J. Gamerl.............Operations Officer M.B. Stoffel...........Marketing Officer
N.E. Gullion............Loan Officer P.W. Smith.............Operations Officer
S.R. Hasebroock.........Retail Banking Officer H.M. Wehmiller.........Loan Officer
- -------------------------------------------------------------------------------------------------------------------
TRUST, PENSION & PROFIT SHARING DIVISION
M. M. Diehl, Trust Officer and Division Head
T.W. Allen..............Trust Officer H.B. Kosowsky..........Trust Officer
R.D. Chapman............Trust Officer J.E. Lenihan...........Trust Officer
T.J. Gaughen............Trust Officer D.C. Love..............Trust Officer
V.L. Hohenstein.........Trust Officer H.D. Neely, Sr.........Trust Officer
D.D. Kilgore............Trust Officer A.E. Schulz............Trust Officer
H.A. Shelbourn.........Assistant Trust Officer
D.J. Amen...............Employee Benefits Admin. D.D. McLarney..........Personal Trust Admin. Officer
Officer
J.J. Borghoff...........Personal Trust Admin. Officer J.L. Melchior-Kopp.....Personal Trust Admin. Officer
K.M. Callahan...........Personal Trust Admin. Officer G.R. Schulte...........Operations Officer
R.A. Ericksen...........Personal Trust Admin. Officer J.T. Stark.............Employee Benefits Marketing Officer
E.J. Foster.............Personal Trust Admin. Officer A.E. Turco.............Operations Officer
M.T. Koley..............Personal Trust Admin. Officer D.L. Vuagniaux.........Operations Officer
M.A. Koory..............Investment Officer S.A. Wendt.............Investment Officer
S.R. Kryger.............Personal Trust Admin. Officer J.G. Woolway...........Investment Officer
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
FIRST NATIONAL BANK FORT COLLINS, COLORADO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DIRECTORS
M.P. Driscoll J.A. Duffey W.H. Fischer D.L. Ghent T.J. Gleason
R.G. Gunlikson B.R. Lauritzen D. Markley D.A. O'Neal M.G. Otteman MD
S.J. Schrader W.K. Schrader M.J. Soukup D.L. Wood
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
T.J. Gleason, Chairman M.P. Driscoll, President
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
R.G. Gunlikson...........Executive Vice President C.L. Schott............Vice President
D.D. Rowe................Senior Vice President K.A. Slavick...........Vice President
T.M. Sargent.............Senior Vice President D.G. Swartz............Vice President
S.P. Shelley.............Senior Vice President R.M. Seiler............Vice President
L.D. Wood................Senior Vice President J.H. Trupp.............Vice President
J.B. Barthlama...........Vice President M.A. Whitaker..........Vice President
D.E. Eikner..............Vice President E.L. Wilkins...........Vice President
D.O. Johnson.............Vice President G.R. Williams..........Vice President
J.A. Larsen..............Vice President T.K. Campbell..........Assistant Vice President
M.S. McCambridge.........Vice President K.B. Flint.............Assistant Vice President
V.L. Morley..............Vice President D.A. Grant.............Assistant Vice President
S.A. Nabors..............Vice President C.S. Harrison..........Assistant Vice President
B.E. Pearson.............Vice President J.R. Lovell............Assistant Vice President
R.O. Pearson.............Vice President D.L. Moen-Wright.......Assistant Vice President
L.F. Scheinost...........Vice President R.A. St. John..........Assistant Vice President
J.D. Norwood.............Second Vice President J.D. Bierwirth.........Correspondent Banking Officer
Correspondent Banking
D.L. Bowen...............Customer Service Officer B.F. Meneely...........Senior Trust Administrator
J.L. Clayshulte..........Internal Financial Analyst T.K. Ostic.............Dealer Loan Officer
V.L. Connell.............Teller Operations Manager T.L. Pace..............Teller Operations Manager
G.S. Gernert.............Private Banking Manager M.P. Peterson..........Executive Secretary
R.P. Goette..............Advertising Manager M.W. Raabe.............Administrative Services Manager
K.P. Gunderson...........Investment Officer N.L. Rehme.............Trust Account Executive
T.D. Holloway............Assistant Controller K.J. Reynolds..........Loan Officer
C.L. Johnson.............Investment Officer G.W. Rudolph...........Senior Trust Administrator
L.S. Kilburn.............Employee Benefits Admin. Officer E.W. Smith.............Loan Receivables
B.R. Long................Teller Operations Manager S.P. Sundquist.........Secretary to the Board of Directors
J.W. MacMillan...........Business Development Officer A.D. Talley............Accounting Officer
E.J. McCallum............Training Coordinator J.L. Wagner-Budd.......Mortgage Loan Officer
</TABLE>
<TABLE>
<CAPTION>
====================================================================================================================================
FIRST NATIONAL BANK AND TRUST COMPANY OF COLUMBUS COLUMBUS - NORFOLK
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DIRECTORS
D.N. Dworak R.J. Emrich J.F. Lohr R.P. Loshbaugh J.M. Peck S.K. Ritzman
N.W. Rogers D.M. Schupbach D.G. Smith W.H. Smith C.R. Walker
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</TABLE>
<TABLE>
<CAPTION>
J.M. Peck, President - Columbus
<S> <C> <C> <C>
J.M. Bator...............Senior Vice President W.W. Flint.............Vice President & Comptroller
C.D. Lehr................Senior Vice President G.B. Micek.............Vice President
L.D. Marik...............Senior Vice President L.L. Redel.............Vice President
D.M. Schupbach...........Senior Vice President J.R. Scott.............Vice President
A.L. Ashment.............Vice President C.L. Shotkoski.........Vice President
P.A. Canaday.............Vice President R.R. Braithwait........Assistant Vice President
K.M. Barcel..............Assistant Operations Officer D.C. Luckey............Agricultural Representative Officer
L.H. Ebel................Purchasing & Security Officer P.L. Miller............Lending Div. Oper. Officer
R.R. Haskell.............Loan Officer H.A. Olk...............Mortgage Loan Officer
E.A. Haskins.............Trust Operations Officer L.C. Schmidt...........Assistant Comptroller Officer
S.I. Heavican............Customer Service Officer J.M. Scovel............Teller Services Officer
K.K. Hurner..............Branch Manager and Oper. Officer M.D. Sladek............Consumer Loan Officer
G.L. Sutton............Data Processing Officer
L.D. Harkrader, President - Norfolk
E.A. Hamling.............Vice President J.C. Jacobs............Assistant Vice President
J.R. Mangels.............Vice President L.A. Piper.............Assistant Vice President
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</TABLE>
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<PAGE>
================================================================================
FIRST NATIONAL BANK OF KANSAS OVERLAND PARK, KANSAS
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DIRECTORS
L.A. Acker B.T. Embry, Jr. J.W. Henry
S.C. Lang J.A. Polsinelli M. Scafe
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S.C. Lang, President
<TABLE>
<S> <C> <S> <C>
M.K. Horner ....... Senior Vice President M.L. Mitchell ....... Second Vice President
T.D. Robinson ..... Senior Vice President C.A. Shy ............ Second Vice President
M.M. Snyder ....... Senior Vice President R.R. Weeda .......... Second Vice President
M.J. Watson ....... Controller D.L. Adair .......... Banking Officer
M.M. Falls ........ Vice President D.L. Gunter ......... Banking Officer
T.L. Oltjen ....... Vice President S.B. Manning ........ Commercial Loan Officer
J.H. West ......... Vice President S.H. Miley .......... Human Resources Officer
G.L. Dysart ....... Trust Officer M.K. Mitchell ....... Commercial Loan Officer
</TABLE>
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FIRST NATIONAL BANK NORTH PLATTE--ALLIANCE--CHADRON--GERING--SCOTTSBLUFF
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DIRECTORS
J.W. Henry J.D. Keenan D.D. Kilgore L.H. Kolkman
W.J. Pfister G.M. Trego R.M. Tysdal
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L.H. Kolkman, President
<TABLE>
<S> <C> <S> <C>
W.J. Pfister ...... Senior Vice President S.M. Lamon .......... Vice President
D. Petersen ..... Senior Vice President J.S. McGhehey ....... Vice President
D.D. Kilgore ...... Vice President & Trust Officer D.E. Shiffermiller .. Vice President
G.S. Acheson ...... Vice President G.W. Wilke .......... Vice President
S.R. DeBoer ....... Vice President D.L. Wudel .......... Vice President
B. Ailts ........ Commercial/Ag. Loan Officer C.R. Miller ......... Credit Officer
M. Allberry ..... Mortgage Loan Officer J.S. Palmer ......... Mortgage Loan Officer
T.J. Allen ........ Commercial Loan Officer H. Schott ......... Ag. Loan Officer
P.K. Brown ........ Retail Banking Officer W.J. Schramm ........ Operations Officer
S.A. Buhrdorf ..... Loan Officer M.E. Swanton ........ Marketing Officer
B.K. Frevert ...... Ag. Loan Officer K.J. Steger ......... Human Resources Officer
L.A. Hoffmann ..... Financial Officer M.O. Thomas ......... Compliance Officer
K.A. Keenan ....... Operations Officer D.M. Wolfe .......... Retail Banking Officer
</TABLE>
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THE FREMONT NATIONAL BANK AND TRUST COMPANY FREMONT, NEBRASKA
- --------------------------------------------------------------------------------
DIRECTORS
R. Dunklau W.R. Emanuel J.A. Haslam H.H. Hill
T.J. Milliken D.N. Simmons C.R. Walker R.O. Wikert
- --------------------------------------------------------------------------------
T.J. Milliken, Chairman D.N. Simmons, President
<TABLE>
<S> <C> <S> <C>
J.A. Hoshor .... Senior Vice President N.J. Keisler .... Vice President
M.L. Semrad .... Senior Vice President B.E. Qualsett ... Vice President
J.E. Twidwell .. Sr. Vice President & Trust Officer T.L. Roumph ..... Vice President
J.E. Klebe ..... Vice President & Cashier K.L. Schneider .. Vice President
M.L. Schatz .... Vice President & Trust Officer J.H. Wallace .... Vice President
D.W. Hartmann .. Vice President J.K. Mace ....... Asst. Vice President & Trust Officer
R.D. Baumert ... Ag. Loan Officer D.K. Fritz ...... Personal Banking Officer
R.E. Bendig .... Comptroller J.A. Kasper ..... Assistant Trust Officer
G.J. Byers ..... Retail Banking Officer D.A. Mallette ... Marketing Officer
F.M. Dunn ...... Assistant Operations Officer T.S. Seawall .... Retail Banking Officer
T.K. Vering ..... Assistant Cashier
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
PLATTE VALLEY STATE BANK & TRUST COMPANY KEARNEY, NEBRASKA
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
DIRECTORS
B.D. Hansen J.M. Horner P.G. Kotsiopulos R.W. Marshall W.R. McKinney
D.A. O'Neal R.P. Sahling M.A. Sutko G.J. Tomka
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W.R. McKinney, Chairman M.A. Sutko, President
B.D. Hansen............ Executive Vice President J.F. George.......... Vice President & Cashier
I.F. Drake............. Vice President A.D. Kegley.......... Assistant Vice President
R.D. Horst............. Vice President B.E. Pierce.......... Assistant Vice President
P.J. Landon............ Vice President S.L. Pomajzl......... Assistant Vice President
F.J. Medo, Jr.......... Vice President B.J. Roland.......... Assistant Vice President
A.K. Petr.............. Vice President
J.S. Baker............. Assistant Cashier P.C. Hove............ Commercial Loan/Compliance Officer
C.L. Burchell.......... Assistant Cashier R.D. Jackson......... Human Resources Officer
K.J. Flaherty.......... Consumer Loan Officer J.M. Jelden.......... Branch Manager
M.E. Hampton........... Assistant Operations Officer D.K. Neill........... Operations Officer
V.L. Harper............ Marketing Officer J.D. Stumbo.......... Consumer Loan Officer
M.J. Sukstorf........ Assistant Cashier
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FIRST NATIONAL BANK SOUTH DAKOTA YANKTON, SOUTH DAKOTA
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DIRECTORS
J.L. Doody E.J. Eliopoulos W.P. Foss M.L. Hall R.A. Johnson J.M. Smith
- ---------------------------------------------------------------------------------------------------------------------------------
R.A. Johnson, President
M.L. Hall.............. Vice President D.A. Miller.......... Assistant Vice President
J.L. Pesek, Jr......... Vice President M.C. Reiner.......... Assistant Vice President
A. Schumacher........ Vice President L.J. Daum............ Compliance Officer
J.M. Smith............. Vice President & Cashier E.F. Wright.......... Marketing Officer
FIRST BANKCARD CENTER
J.L. Doody............. Senior Vice President D.G. Baker........... Operations Officer
J.W. Barry............. Vice President D.J. DeJean.......... Operations Officer
T.R. Heller............ Vice President L.A. Gass............ Operations Officer
J.G. Langenfeld........ Vice President J.L. Wilson.......... Operations Officer
J.W. Shanahan.......... Vice President
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UNION COLONY BANK GREELEY, COLORADO
- ---------------------------------------------------------------------------------------------------------------------------------
DIRECTORS
G.W. Doering H.G. Evans R.C. Hummel K. Kosmicki B.R. Lauritzen J.R. Listen
L.W. Menefee V.R. Nottingham D.A. O'Neal R.A. Ruyle M.S. Shirazi M.V. Shoop
F.S. Thomas J.C. Todd J.M. Todd J.L. Tuggle D.W. Wittnam
- ---------------------------------------------------------------------------------------------------------------------------------
L.W. Menefee, Chairman J.L. Tuggle, President
G.M. Phillips.......... Senior Vice President M.L. Romero.......... Vice President
J.L. Anderson.......... Vice President L.L. Schreiber....... Vice President
D.L. Bierwirth......... Vice President & Controller D.W. Taylor.......... Vice President
B.R. Curry............. Vice President J.F. Taylor.......... Vice President
C.L. Gentle............ Vice President G.G. Thomas.......... Vice President
C.M. Jarchow........... Vice President C.R. Armstrong....... Assistant Vice President
R.E. Knapp............. Vice President T.L. Hogue........... Assistant Vice President
D.L. Mulholland........ Vice President J.L. Horner.......... Assistant Vice President
P.L. Myers............. Vice President S.R. Mast............ Assistant Vice President
W.M. Nichols........... Vice President V.E. Schrader........ Assistant Vice President
B.J. Nickel............ Vice President K.K. Sorensen........ Assistant Vice President
C.A. Padbury........... Vice President & Cashier D.A. Thompson........ Assistant Vice President
M.J. Rapuano........... Vice President S.R. White........... Assistant Vice President
J.M. Amen.............. Compliance Officer F. Gonzalez........ Loan Officer
R.J. Arisman........... Consumer Loan Officer C.C. Graves.......... Consumer Loan Officer
M.E. Audette........... Marketing Officer N.A. Knaub........... Trust Officer
N.A. Barrett........... Operations Officer P.L. Leichliter...... Security Officer
M.T. Clarkson.......... Mortgage Loan Officer L.J. Pearson......... Mortgage Loan Officer
D.L. Contreras......... Loan Operations Officer K.A. Taylor.......... Human Resources Officer
J.E. Vincent......... Bankcard Officer
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</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
===============================================================================================================================
<S> <C>
COLLECTION CORPORATION OF AMERICA
- -------------------------------------------------------------------------------------------------------------------------------
J.K. Keady.......................Vice President D.E. Kozeny...................Vice President/General Manager
===============================================================================================================================
DATA MANAGEMENT PRODUCTS
- -------------------------------------------------------------------------------------------------------------------------------
E.J. Eliopoulos..................Chairman J.A. Mills....................President
===============================================================================================================================
FIRST NATIONAL SERVICES CORPORATION
- -------------------------------------------------------------------------------------------------------------------------------
D.A. Fees........................Director, Loan Review L.L. Asche.....................Loan Review Officer
R.R. Lockhart....................Director, Internal Audit C.P. Clancy....................Loan Review Officer
E.F. Kentch....................Operations Officer
===============================================================================================================================
FIRST OF OMAHA MERCHANT PROCESSING
- -------------------------------------------------------------------------------------------------------------------------------
E.S. Turille, President
D.M. Gerhard.....................Executive Vice President
B.J. Gregg.......................Senior Vice President D.G. Becht....................Assistant Vice President
N.W. Baxter......................Vice President L.S. Biggs....................Assistant Vice President
D.G. Chester.....................Vice President M.G. Dittmer..................Assistant Vice President
T.A. Gonzalez....................Vice President M.F. Hallowell................Assistant Vice President
M.L. Kauffman....................Vice President B.R. Henderson................Assistant Vice President
K.K. Lercara.....................Vice President K.L. Jenkins..................Assistant Vice President
M.C. Phelan......................Vice President M.R. Swartz...................Assistant Vice President
C.A. Rose........................Vice President J.S. Turner...................Assistant Vice President
D.K. Barker......................Operations Officer E.E. Lane.....................Marketing Officer
L.A. Gilmore.....................Operations Officer T.J. Metcalf..................Marketing Officer
K.M. Keating.....................Risk Management Officer D.G. Watkins..................Operations Officer
===============================================================================================================================
PLATTE VALLEY FINANCE COMPANY
- -------------------------------------------------------------------------------------------------------------------------------
D.E. Shiffermiller...............President D. Petersen.................Treasurer
W.J. Pfister.....................Vice President R.L. Miller...................Manager
===============================================================================================================================
RETRIEVER PAYMENT SYSTEMS
- ------------------------------------------------------------------------------------------------------------------------------
W.L. Raines, President
W.H. Higgins.....................Vice President, Sales G.W. Norvell..................Research & Development Officer
B. Levitt......................Quality & Compliance Officer J.L. Raines...................Client Relations Officer
T.M. Tuggle...................Accounting Officer
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</TABLE>
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