<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from ____________to ______________
Commission File Number 0-11460
KEYSTONE FINANCIAL, INC.
Pennsylvania 23-2289209
(State of Incorporation) (IRS Employer I.D. No.)
ONE KEYSTONE PLAZA
FRONT & MARKET STREETS
P.O. BOX 3660
HARRISBURG, PA 17105-3660
(Address of principal executive offices)
(717) 231-1555
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X or No_______
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock ($2 par value): 25,351,663 as of April 30, 1996.
<PAGE>
<TABLE>
<CAPTION>
KEYSTONE FINANCIAL, INC.
INDEX PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
<S> <C>
Consolidated Statements of Condition - March 31, 1996
and December 31, 1995 3
Consolidated Statements of Income - Three months ended
March 31, 1996 and 1995 4
Consolidated Statements of Cash Flows - Three months ended
March 31, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Items 1,2,3,4 and 5 have been omitted since they are not
applicable to the registrant.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits 13
(b) Reports on Form 8-K
During the quarter ended March 31, 1996, the registrant
filed a report on Form 8-K dated February 8, 1996 reporting
under Item 5 at least 30 days of combined operations follow-
ings its merger with National American Bancorp, Inc. on
December 29, 1995.
Signatures 14
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CONDITION
March 31, December 31,
1996 1995
_________________________________________________________________
ASSETS (in thousands) (UNAUDITED)
(NOTE)
_________________________________________________________________
<S> <C> <C>
Cash and due from banks $163,908 $182,459
Federal funds sold and other 110,127 109,422
Investment securities available
for sale 784,643 837,910
Investment securities held to
maturity(market values
1996-$371,537; 1995-$393,835) 369,747 385,262
Assets held for resale 52,000 57,454
Loans and leases 3,355,552 3,365,716
Allowance for credit losses (44,287) (44,377)
________________________________________________________________
Net Loans 3,311,265 3,321,339
Premises and equipment 70,784 70,888
Other assets 104,136 110,051
________________________________________________________________
TOTAL ASSETS $4,966,610 $5,074,785
================================================================
LIABILITIES
________________________________________________________________
Noninterest-bearing deposits $492,515 $532,663
Interest-bearing deposits 3,497,864 3,529,225
________________________________________________________________
Total Deposits 3,990,379 4,061,888
Fed Funds purchased and security
repurchase agreements 216,481 260,543
Other short-term borrowings 16,864 19,298
________________________________________________________________
Total Short-Term Borrowings 233,345 279,841
FHLB borrowings 170,219 163,771
Long-term debt 3,600 4,048
Other liabilities 85,177 84,543
________________________________________________________________
TOTAL LIABILITIES 4,482,720 4,594,091
________________________________________________________________
SHAREHOLDERS' EQUITY
________________________________________________________________
Preferred stock; $1.00 par value,
authorized 8,000,000 shares;
none issued or outstanding
Common stock: $2.00 par value,
authorized 50,000,000; issued
25,326,537 - 1996 and
25,256,369 - 1995 50,653 50,512
Surplus 94,570 93,177
Retained earnings 343,730 337,557
Deferred KSOP benefit expense (1,625) (1,750)
Net unrealized securities gains
(losses) net of tax (3,438) 1,198
________________________________________________________________
TOTAL SHAREHOLDERS' EQUITY 483,890 480,694
________________________________________________________________
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $4,966,610 $5,074,785
================================================================
Note: The balance sheet at December 31, 1995 has been derived
from the audited financial statements at that date but does not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
___________________________________________________________________
Three Months Ended
March 31,
1996 1995
(unaudited)
___________________________________________________________________
INTEREST INCOME
___________________________________________________________________
<S> <C> <C>
Loans and fees on loans $75,417 $70,294
Investments - taxable 16,207 14,968
Investments - tax exempt 1,820 2,158
Federal funds sold & other 1,528 1,143
Assets held for resale 443 195
___________________________________________________________________
95,415 88,758
___________________________________________________________________
INTEREST EXPENSE
___________________________________________________________________
Deposits 37,223 33,885
Short-term borrowings 2,863 2,615
FHLB borrowings 2,642 2,417
Long-term debt 96 115
___________________________________________________________________
42,824 39,032
___________________________________________________________________
NET INTEREST INCOME 52,591 49,726
Provision for credit losses 1,988 2,084
___________________________________________________________________
NET INTEREST INCOME AFTER
PROVISION FOR CREDIT LOSSES 50,603 47,642
___________________________________________________________________
NONINTEREST INCOME
___________________________________________________________________
Trust income 3,320 3,199
Service charges on deposit accounts 3,462 3,166
Secondary market activity 2,157 1,326
Fee income 3,571 2,847
Reinsurance income 586 523
Other income 2,330 393
Net gains-equity securities 104 27
Net gains-debt securities 348 5
___________________________________________________________________
15,878 11,486
NONINTEREST EXPENSE
___________________________________________________________________
Salaries 16,971 14,952
Employee benefits 3,830 3,411
Occupancy expense (net) 3,488 3,249
Furniture and equipment expense 3,355 3,024
Deposit insurance 215 2,146
Other expense 13,638 11,151
___________________________________________________________________
41,497 37,933
___________________________________________________________________
Income before income taxes 24,984 21,195
Income tax expense 8,127 6,539
___________________________________________________________________
NET INCOME $16,857 $14,656
___________________________________________________________________
PER SHARE DATA
___________________________________________________________________
Net income $0.67 $0.63
Average number of shares outstanding 25,300,302 23,431,267
Dividends $0.36 $0.34
_____________________________________________________________________________________________
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)
Three Months Ended
March 31,
1996 1995
(in thousands)
___________________________________________________________________
OPERATING ACTIVITIES:
<S> <C> <C>
Net Income $16,857 $14,656
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for credit losses 1,988 2,084
Provision for depreciation & amortization 3,198 2,619
Deferred income taxes 8,127 6,539
Sale of assets held for resale 45,018 25,683
Origination of assets held for resale (61,933) (26,717)
Decrease in interest receivable 2,202 1,731
Increase (decrease) in interest payable (115) 2,236
Other (1,812) (12,952)
___________________________________________________________________
NET CASH PROVIDED BY OPERATING ACTIVITIES 13,530 15,879
___________________________________________________________________
INVESTING ACTIVITIES:
Net (increase)decrease in interest-
earning deposits (3,180) 4,492
Available for sale securities:
Sales 15,926 6,895
Maturities 373,586 206,972
Purchases (343,305) (136,003)
Held to maturity securities:
Maturities 63,415 14,510
Purchases (47,986) (4,239)
Net (increase) decrease in loans 7,940 (41,868)
Proceeds from sales of loans 23,177 6,435
Purchase of loans --- (15,030)
Purchases of premises and equipment (2,689) (3,286)
Other (403) 64
___________________________________________________________________
NET CASH PROVIDED BY INVESTING ACTIVITIES 86,481 38,942
___________________________________________________________________
FINANCING ACTIVITIES:
Net decrease in deposits (71,509) (2,856)
Net decrease in short-term borrowings (46,496) (75,679)
Proceeds from FHLB borrowings 26,069 60,100
Repayments of FHLB borrowings (19,621) (24,255)
Net decrease in long-term debt (448) (526)
Cash dividends (10,685) (7,970)
Other 1,653 2,696
___________________________________________________________________
NET CASH USED BY FINANCING ACTIVITIES (121,037) (48,490)
___________________________________________________________________
INCREASE (DECREASE)IN CASH AND
CASH EQUIVALENTS (21,026) 6,331
Cash and cash equivalents at beginning of
period 258,659 204,942
___________________________________________________________________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $237,633 $211,273
___________________________________________________________________
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
Notes To Consolidated
Financial Statements
BASIS OF PRESENTATION
- ---------------------
The accompanying unaudited consolidated financial statements for
the interim periods do not include all of the information and
footnotes required by generally accepted accounting principles.
However, in the opinion of management, all adjustments necessary
for a fair presentation have been included, and such adjustments
were of a normal recurring nature.
Operating results for the three-month period ended March 31, 1996
are not necessarily indicative of the results that may be expected
for 1996.
For further information, refer to the audited consolidated
financial statements, footnotes thereto, and the Financial Review
for the year ended December 31, 1995, as contained in the Annual
Report to Shareholders.
IMPAIRMENT OF LONG-LIVED ASSETS
- -------------------------------
Effective January 1, 1996, Keystone adopted Financial Accounting
Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of." This standard
requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may
not be recoverable. The impairment is measured based on the
present value of expected future cash flows from the use of the
asset and its eventual disposition. If the expected future cash
flows are less than the carrying amount of the asset, an impairment
loss is recognized. Adoption of this new standard did not have a
material impact on Keystone's financial position or results of
operations.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
The purpose of this review is to provide additional information
necessary to fully understand the consolidated financial condition
and results of operations of Keystone Financial, Inc. (Keystone).
Throughout this review, net interest income and the yield on
earning assets are stated on a fully taxable-equivalent basis. In
addition, balances represent daily average balances, unless
otherwise indicated.
SUMMARY
Keystone continued to sustain earnings momentum in the first
quarter of 1996 as net income grew to $16,857,000, compared to
$14,656,000 in the same period of 1995. Earnings per share also
grew from $0.63 in 1995 to $0.67 in 1996, an improvement of 6%.
These results produced a return on average assets of 1.36% and a
return on average equity of 14.02% for the first quarter, compared
to 1.26% and 14.33%, respectively, in the same period of 1995.
Profitability growth was affected by several factors including
solid net interest margin performance, improvement in noninterest
revenue generation, and continuing control over recurring
noninterest expenses.
Earning asset and deposit growth was impacted by several factors
including the sale of the credit card portfolio, the impact of
mortgage and indirect automobile loan securitization strategies,
and a sluggish economy. Alternatively, growth was favorably
affected by merger activity which occurred in the fourth quarter of
1995. While the net interest margin of 4.57% was close to the
4.63% recorded in the first quarter of 1995, this performance
reflected a notable improvement from the 4.45% recently recorded in
the fourth quarter of 1995. Primarily as a result of higher
earning asset levels, net interest income increased 5% in the first
quarter of 1996 compared to the same quarter in 1995.
Noninterest revenues grew 21% from the first quarter of 1995 even
after excluding the $2 million gain from the sale of the credit
card portfolio. Growth occurred principally in trust and
investment management fees and revenues from secondary market
activities. Keystone continued to successfully leverage the
efforts of its mortgage banking subsidiary, as the general interest
rate environment continues to sustain new loan activity.
Total noninterest expenses were affected by higher expense levels
from late 1995 mergers and various nonrecurring expense accruals.
Despite the growth in overhead expenses, the efficiency ratio
continued to remain below 60%.
Credit quality measures, a traditional source of strength for
Keystone, remained comparable to 1995 performance levels, and total
portfolio delinquency statistics decreased slightly from December
31, 1995. The allowance for credit losses to loans remained
constant at 1.32% while coverage ratios of the ending allowance to
nonperforming loans and risk elements were virtually equal to
December 31, 1995 amounts.
<PAGE>
<TABLE>
<CAPTION>
AVERAGE STATEMENT OF CONDITION
The average balance sheets for the three-months ended March 31,
1996 and 1995 were as follows (in thousands):
Change
1996 1995 Volume %
___________________________________________________________________
<S> <C> <C> <C> <C>
Cash and due from banks $143,239 $148,617 $(5,378) (4)%
Federal funds sold and
other 114,703 78,309 36,394 46%
Investments 1,193,590 1,137,362 56,228 5%
Assets held for resale 21,052 10,726 10,326 96%
Loans 3,392,181 3,228,141 164,040 5%
Allowance for credit
losses (45,101) (43,730) (1,371) 3%
___________________________________________________________________
Net loans 3,347,080 3,184,411 162,669 5%
Other assets 163,939 146,689 17,250 12%
___________________________________________________________________
TOTAL ASSETS $4,983,603$4,706,114 $277,489 6%
___________________________________________________________________
Noninterest-bearing
deposits $486,975 $459,873 $27,102 6%
Interest-bearing deposits 3,502,319 3,353,166 149,153 4%
Short-term borrowings 261,202 213,876 47,326 22%
FHLB borrowings 167,145 172,966 (5,821) (3)%
Other liabilities 83,730 91,378 (7,648) (8)%
___________________________________________________________________
TOTAL LIABILITIES 4,501,371 4,291,259 210,112 5%
___________________________________________________________________
SHAREHOLDERS' EQUITY 482,232 414,855 67,377 16%
___________________________________________________________________
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $4,983,603$4,706,114 $277,489 6%
___________________________________________________________________
</TABLE>
Total average assets increased 6% in the first quarter of 1996
compared to the same quarter in 1995. The growth was due in part
to fourth quarter 1995 merger activity offset by the securitization
of indirect automobile loans and the sale of the credit card
portfolio. Excluding these factors, average assets increased
approximately 2%.
Loan growth, excluding the above-mentioned factors, approximated 3%
and was hampered by a sluggish economy. The most notable growth
occurred in installment loans and leases. Growth in residential
mortgages was limited due to Keystone's decision to securitize all
fixed-rate mortgages. Deposits reflected a 5% increase, due
primarily to fourth quarter 1995 merger activity.
<PAGE>
NET INTEREST INCOME
The following table summarizes, on a fully taxable equivalent
basis, changes in net interest income and net interest margin for
the three months ended March 31, 1996 and 1995 (in thousands):
<TABLE>
<CAPTION>
1996 1995 INCREASE/
(DECREASE)
YIELD/ YIELD/ YIELD/
AMOUNT RATE AMOUNT RATE AMOUNT RATE
____________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Interest Income $96,614 8.21% $ 90,227 8.19% $6,387 0.02
Interest Expense 42,824 4.38 39,032 4.23 3,792 0.15
____________________________________________________________________________
Net Interest Income $53,790 $51,195 $ 2,595 *
Interest Spread 3.83% 3.96% (0.13)
Impact of Noninterest
Funds .74 .67 0.07
____________________________________________________________________________
Net Interest Margin 4.57% 4.63% (0.06)
____________________________________________________________________________
*The change in net interest income consisted primarily of favorable
volume variances.
</TABLE>
Keystone's primary source of revenue is net interest income, which
represents the difference between interest income on earning assets
and interest expense on deposits and other borrowed funds. Higher
interest rates slightly improved earning asset yields but, to a
greater extent, heightened competitive pressures on core funding
sources.
The yield on earning assets for the first quarter of 1996 reached
8.21% compared to 8.19% in 1995. This slight increase, coupled
with increases in earning assets brought on by late 1995 merger
activity, resulted in interest income of $96,614,000 compared to
$90,227,000 in 1995.
On the funding side, the overall cost of funds of 4.38% for the
first quarter reflected an increase over the 4.23% for the same
quarter of 1995. Higher interest rates offered on variable rate CDs
led to disintermediation of funds, primarily from lower rate
transaction accounts. As a result of the disintermediation and
deposits added in 1995 merger activity, interest expense of
$42,824,000 exceeded the expense of $39,032,000 for the first
quarter of 1995.
Despite the impact of interest rate trends and competitive
pressures on net interest margin, the growth in the balance sheet
led to an increase in net interest income of $2,595,000 or 5%. Net
interest spread, or the difference between earning asset yields and
the cost of funds, declined from 3.96% in 1995 to 3.83% in 1996.
The increased contribution from noninterest funds in 1996 resulted
in a net interest margin of 4.57%, compared to the 4.63% recorded
in 1995.
<PAGE>
NONINTEREST INCOME
Noninterest income for the first quarter of 1996 was $15,878,000
compared to $11,486,000 in 1995. First quarter 1996 noninterest
income was favorably impacted by a $2 million gain on the sale of
the credit card portfolio. Even after excluding the gain from the
credit card sale, noninterest revenue grew 21% from the first
quarter of 1995. Revenues from secondary market activities
increased from $1,326,000 in the first quarter of 1995 to
$2,157,000 in 1996, as Keystone continued to successfully leverage
the efforts of its mortgage banking subsidiary and the general
interest rate environment continued to sustain new loan activity.
Fee income increased $724,000 or 25% due in part to investment
management fees earned by Keystone's new subsidiary, Martindale
Andres & Co., and due to continued increases in fees from credit
card activities, electronic services and brokerage fees.
NONINTEREST EXPENSES
Noninterest expenses grew from $37,933,000 in the first quarter of
1995 to $41,497,000 in the first quarter of 1996, an increase of
9%. The increase was attributed to higher expense levels from late
1995 mergers and various nonrecurring expense accruals.
Salaries and employee benefits grew $2,438,000 or 13% in 1996 as
average full-time equivalents (FTE's) increased 5% from the first
quarter of 1995 to the first quarter of 1996. The increase in FTEs
was influenced almost entirely by merger activity in the fourth
quarter of 1995 which resulted in the addition of fourteen branches
to Keystone. Annual merit increases and enhanced incentive plans
for 1996 also contributed to the increased salary expense.
Occupancy and furniture expense increased $570,000 or 9% due to the
additional branches and continued technological investments. FDIC
insurance declined by $731,000 or 34% due to the lower premiums
which took effect in the second half of 1995.
Expenses in the "other" category grew $2,487,000 or 22% in the
first quarter of 1996 compared to the same quarter of 1995. The
increase can be attributed to various legal and other nonrecurring
expense accruals, as well as revenue enhancement initiatives such
as increased spending for marketing and higher credit card expenses
associated with Keystone's continuing efforts to expand merchant
activities associated with credit cards.
<PAGE>
ASSET QUALITY
Keystone's allowance for credit losses at March 31, 1996 was
$44,287,000 compared to $44,377,000 at the end of 1995 and remained
at 1.32% of total loans. The ratio of total risk elements to loans
at March 31, 1996 decreased slightly from December 31, 1995, and
annualized net loans charged-off as a percent of average loans was
stable at .25%.
The following table has been provided to compare nonperforming
assets and total risk elements at March 31, 1996 to the balances at
the end of 1995, in both absolute dollars and as a percentage of
loans. This presentation is supplemented by a comparison of
various coverage ratios.
<TABLE>
<CAPTION>
3/31/96 12/31/95
(dollars in thousands)
<S> <C> <C>
Nonaccrual loans $16,335 $16,740
Restructurings 632 503
- -------------------------------------------------------------------
Nonperforming loans 16,967 17,243
Other real estate 7,761 8,984
- -------------------------------------------------------------------
Nonperforming assets 24,728 26,227
Loans past due 90 days or more 15,200 14,995
- -------------------------------------------------------------------
Total risk elements $39,928 $41,222
===================================================================
Ratio to period-end loans:*
Nonperforming assets .74% .78%
90-days past due .45 .44
- -------------------------------------------------------------------
Total risk elements 1.19% 1.22%
===================================================================
Coverage Ratios:
Ending allowance to nonper-
forming loans 261% 257%
Ending allowance to risk elements** 138% 138%
Ending allowance to net charge-offs
(annualized) 5.3X 6.5X
___________________________________________________________________
* The denominator consists of period-end loans and ORE.
** Excludes ORE.
</TABLE>
Based upon the evaluation of loan quality, management believes that
the allowance for credit losses is adequate to absorb credit risk
in the portfolio.
<PAGE>
SHAREHOLDERS' EQUITY
Shareholders' equity at March 31, 1996 was $483,890,000 and was
comparable to the capital base of $480,694,000 recorded at the end
of 1995. Retained earnings were offset by net unrealized losses of
$3,438,000 on investment securities held in the available for sale
category.
Keystone's regulatory capital measures, which include the leverage
ratio, "Tier 1" capital, and "Total" capital ratios, continued to
be well in excess of both regulatory minimums and the thresholds
established for "well capitalized" institutions. The following
comparative presentation of these ratios and associated regulatory
standards is provided:
<TABLE>
<CAPTION>
Regulatory Standards
--------------------
3/31/96 12/31/95 "Well- Minimum
Capitalized" Requirement
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Leverage ratio 9.52% 9.28% 5.00% 4.00%
"Tier 1" ratio 13.75% 13.65% 6.00% 4.00%
"Total" 14.92% 14.83% 10.00% 8.00%
capital ratio
</TABLE>
<PAGE>
Exhibit Index
- -------------
<TABLE>
<CAPTION>
<C>
Exhibit # Description Page #
- --------- ----------- ----
<C> <S>
27 Financial Data Schedule
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<S> <C>
DATE: May 10, 1996 Carl L. Campbell, President
and Chief Executive Officer
DATE: May 10, 1996 Mark L. Pulaski, Senior
Executive Vice President,
Chief Administrative Officer,
and Chief Financial Officer
DATE: May 10, 1996 Donald F. Holt,
Senior Vice President,
Controller and Principal
Accounting Officer
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the first
quarter 10-Q and is qualified in its entirety by reference to such 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 163,908
<INT-BEARING-DEPOSITS> 36,402
<FED-FUNDS-SOLD> 73,725
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 784,643
<INVESTMENTS-CARRYING> 369,747
<INVESTMENTS-MARKET> 371,537
<LOANS> 3,355,552
<ALLOWANCE> 44,287
<TOTAL-ASSETS> 4,966,610
<DEPOSITS> 3,990,379
<SHORT-TERM> 233,345
<LIABILITIES-OTHER> 85,177
<LONG-TERM> 173,819
0
0
<COMMON> 50,653
<OTHER-SE> 433,237
<TOTAL-LIABILITIES-AND-EQUITY> 4,966,610
<INTEREST-LOAN> 75,417
<INTEREST-INVEST> 18,027
<INTEREST-OTHER> 1,971
<INTEREST-TOTAL> 95,415
<INTEREST-DEPOSIT> 37,223
<INTEREST-EXPENSE> 42,824
<INTEREST-INCOME-NET> 52,591
<LOAN-LOSSES> 1,988
<SECURITIES-GAINS> 452
<EXPENSE-OTHER> 41,497
<INCOME-PRETAX> 24,984
<INCOME-PRE-EXTRAORDINARY> 24,984
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,857
<EPS-PRIMARY> .67
<EPS-DILUTED> .67
<YIELD-ACTUAL> 3.83
<LOANS-NON> 16,335
<LOANS-PAST> 15,200
<LOANS-TROUBLED> 632
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 44,377
<CHARGE-OFFS> 2,756
<RECOVERIES> 678
<ALLOWANCE-CLOSE> 44,287
<ALLOWANCE-DOMESTIC> 44,287
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
