FIRSTIER FINANCIAL INC /NE/
10-Q, 1995-06-28
NATIONAL COMMERCIAL BANKS
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<PAGE>

                      THIS IS A CONFIRMING COPY OF FORM 10-Q
                      WHICH WAS MANUALLY FILED MAY 12, 1995,
                      FOR THE QUARTER ENDED MARCH 31, 1995.

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.   20549

                                    FORM 10-Q

                   Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

          For Quarter Ended March 31, 1995  Commission File No. 0-4515


                            FIRSTIER FINANCIAL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Nebraska                                   47-0523055
- ----------------------------            ------------------------------------
(state or other jurisdiction            (I.R.S. Employer Identification No.)
   of incorporation or
      organization)


                1700 Farnam Street    Omaha, Nebraska 68102-2183
                ------------------------------------------------
                    (address of principal executive offices)


                                  402-348-6000
                               ------------------
                               (Telephone Number)





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 such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.

                  YES   X                 NO
                      -----                  -----

Number of common shares outstanding as of May 10, 1995:

Common Stock, $5.00 par value:            18,465,278 shares outstanding.

<PAGE>

                            FIRSTIER FINANCIAL, INC.

                                      INDEX





PART I. FINANCIAL INFORMATION                                        Page No.
                                                                     --------

  Item 1.  Financial Statements

    Consolidated Condensed Balance  Sheets -
      March 31, 1995 and December 31, 1994.........................     1
    Consolidated Statements of Income - Three months ended
      March 31, 1995 and 1994......................................     *

    Consolidated Statements of Retained Earnings - Three
      months ended March 31, 1995 and 1994.........................     *

    Consolidated  Statements of Cash Flows - Three
      months ended March 31, 1995 and 1994.........................     2

    Notes to Consolidated Financial Statements.....................    3-4


  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations...........    5-10


PART II.  OTHER INFORMATION

    Item 6.  Exhibits and Reports on Form 8-K......................     11

    Signatures.....................................................     11



*    Incorporated in this quarterly report by reference to FirsTier Financial,
     Inc.'s  March 31,  1995 Quarterly Report to Stockholders (pages 4 and 6)
     which is attached as an Exhibit to this quarterly report.


<PAGE>

                            FIRSTIER FINANCIAL, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                             (Dollars in Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                               March 31,           December 31,
                                                                                                 1995                  1994
<S>                                                                                           <C>                  <C>
ASSETS                                                                                        -----------          -----------
 Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $239,830              251,756
 Federal funds sold & securities purchased under resale agreements . . . . . . . . . . . . .      126,810              119,845
 Securities available for sale (amortized cost $251,630 in 1995 and $250,811 in 1994). . . .      251,725              245,267
 Investment securities (market value $732,147 in 1995 and $660,068 in 1994). . . . . . . . .      738,159              692,457
 Loans and leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,211,228            2,149,268
  Less allowance for loan & lease losses . . . . . . . . . . . . . . . . . . . . . . . . . .       52,989               53,250
                                                                                              -----------          -----------

    Loans and leases, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,158,239            2,096,018
                                                                                              -----------          -----------

 Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       49,314               49,381
 Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       33,023               29,700
 Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       55,067               55,563
                                                                                              -----------          -----------
    Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $3,652,167            3,539,987
                                                                                              -----------          -----------
                                                                                              -----------          -----------

LIABILITIES
 Demand, non-interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $478,632              560,025
 Savings and interest checking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      839,701              874,647
 Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,396,829            1,380,154
                                                                                              -----------          ------------

    Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,715,162            2,814,826

 Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      366,567              170,090
 Federal Home Loan Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      154,500              150,000
 Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       52,288               50,646
 Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       12,054               12,193
                                                                                              -----------          -----------
    Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,300,571            3,197,755
                                                                                              -----------          -----------

STOCKHOLDERS' EQUITY
 Preferred stock-$30 par value; authorized 2,000,000 shares. . . . . . . . . . . . . . . . .         -                    -
 Common stock-$5 par value; authorized 40,000,000 shares; issued and outstanding:
   18,814,695 shares in 1995 and 1994. . . . . . . . . . . . . . . . . . . . . . . . . . . .       94,073               94,073
 Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        6,679               10,338
 Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      264,441              255,861
 Net unrealized securities gains (losses). . . . . . . . . . . . . . . . . . . . . . . . . .           -3               -3,583
                                                                                              -----------          -----------
                                                                                                  365,190              356,689

 Less treasury stock, at cost 422,352 shares in 1995 and 455,050 shares in 1994. . . . . . .       13,594               14,457
                                                                                              -----------          -----------

    Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      351,596              342,232
                                                                                              -----------          -----------

    Total liabilities & stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . .   $3,652,167            3,539,987
                                                                                              -----------          -----------
                                                                                              -----------          -----------
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      - 1 -
<PAGE>

                            FIRSTIER FINANCIAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
                                ($ in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           1995        1994
                                                                        --------    --------
<S>                                                                     <C>         <C>
Net cash provided by operating activities
  Income from operations..............................................   $13,367      13,705

  Adjustments to reconcile net income to
    net cash provided by operations
      Provision for loan and lease losses.............................       269      -1,767
      Depreciation and amortization...................................     1,837       2,495
      Net (increase) decrease in interest receivable..................    -3,323      -5,214
      Proceeds from sales of loans....................................     4,645      17,323
      Net increase in other assets....................................    -1,829       2,462
      Net increase in other liabilities...............................     1,855       4,006
      Net gain on sale of securities available for sale...............         -        -212
      Other, net......................................................         5          -1
                                                                        --------    --------
          Net cash provided by operations.............................    16,826      32,797

Cash flows from investing activities
      Proceeds from sales of securities available for sale............        30      21,049
      Proceeds from maturities of investment securities...............     6,566      23,871
      Proceeds from maturities of securities available for sale.......    16,032      10,704
      Purchases of investment securities..............................   -28,759     -39,430
      Purchases of securities available for sale......................   -40,579     -41,218
      Net increase in loans and leases................................   -66,928     -61,156
      Proceeds from sale of premises and equipment....................         7          14
      Purchases of premises and equipment.............................    -1,328      -1,451
      Purchases of mortgage servicing rights..........................       -73        -104
      Other, net......................................................        61          20
                                                                        --------    --------
          Net cash used by investing activities.......................  -114,971     -87,701

Cash flows from financing activities
      Net increase (decrease) in time deposits........................    16,675      52,470
      Net decrease in demand deposits and savings accounts............  -116,339     -72,673
      Net (decrease) increase in short-term borrowings................   196,477       9,414
      Net increase in Federal Home Loan Bank borrowings...............     4,500       5,475
      Principal payments on long-term debt............................      -139        -127
      Payment of cash dividends.......................................    -4,782      -4,482
      Repurchases of common stock.....................................    -2,953      -1,592
      Proceeds from exercises of stock options........................       157          48
      Other, net......................................................      -412           -
                                                                        --------    --------
          Net cash provided (used) by financing activities............    93,184     -11,467

Net increase (decrease) in cash and cash equivalents..................    -4,961     -66,371
Cash and cash equivalents at beginning of period......................   371,601     331,848
                                                                        --------    --------
Cash and cash equivalents at end of period............................  $366,640     265,477
                                                                        --------    --------
                                                                        --------    --------
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      - 2 -
<PAGE>

                            FIRSTIER FINANCIAL, INC.



PART I.  FINANCIAL INFORMATION

ITEM 1.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.

2.   Operating results for the three month period ended March 31, 1995, are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1995.  For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1994.

3.   Income per share computations are based on average shares of common stock
outstanding, including common stock equivalents, which total 18,624,357 and
19,059,840, respectively, for the three months ended March 31, 1995 and 1994.

4.   See notes to consolidated financial statements included on page 6 of
FirsTier Financial, Inc.'s March 31, 1995 Quarterly Report to Stockholders which
is attached as an Exhibit to this quarterly report.

5.   For purposes of the Statement of Cash Flows, FirsTier defines "Cash and due
from banks" and "Federal funds sold and securities purchased under resale
agreements" as its cash and cash equivalents.  FirsTier paid $28.21 million and
$22.00 million in interest on deposits and other borrowings, and $1.12 million
and $1.39 million for income taxes for the three months ended March 31, 1995,
and March 31, 1994, respectively.

6.   On January 1, 1994, FirsTier adopted Financial Accounting Standards Board
("FASB") Number 115, "Accounting for Certain Investments in Debt and Equity
Securities".  This Statement ("SFAS"), which is effective for fiscal years
beginning after December 15, 1993, addresses the accounting and reporting for
investments in equity securities that have readily determinable fair values and
for all investments in debt securities.

7.   On May 20, 1994, the Board of Directors authorized a three-for-two stock
split of the outstanding common stock of the Company by declaring a 50 percent
stock dividend.  The stock split became effective on June 30, 1994.  All


                                      - 3 -
<PAGE>

                            FIRSTIER FINANCIAL, INC.



PART I.  FINANCIAL INFORMATION

ITEM 1.   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

references   in  the  consolidated   financial  statements to the number of
shares of common stock, prices per share, earnings and dividends per share, and
other per share amounts have been restated to reflect the stock split.

8.   Effective January 1, 1995, FirsTier adopted SFAS Number 114, "Accounting by
Creditors for Impairment of a Loan" and SFAS Number 118, "Accounting by
Creditors for Impairment of a Loan-Income Recognition and Disclosures."  These
Statements, effective for fiscal years beginning after December 15, 1994,
address the accounting for a loan when it is probable that all principal and
interest amounts due will not be collected in accordance with its contractual
terms.  FirsTier generally identifies nonaccrual loans as "impaired loans."
Certain loans, such as loans carried at the lower of cost or market or smaller
balance homogeneous loans (e.g., credit card, installment loans) are exempt from
SFAS Number 114 and 118 provisions.

FirsTier continually identifies impaired loans and measures quarterly the extent
to which such loans are impaired.  Loans having a significant recorded
investment are measured on an individual basis while loans not having a
significant recorded investment are grouped and measured on a pool basis.
Generally, FirsTier's "impaired loans" are measured based on the loans'
observable market price, the fair value of the collateral (if the loan is
collateral dependent) less estimated costs to sell, or the present value of
expected future cash flows discounted at the loans' effective interest rate, if
the cash flows can be reasonably projected.

The allocated reserve associated with impaired loans is considered in
management's determination of FirsTier's allowance for credit losses.  The
adoption of this accounting standard did not have a significant effect on
FirsTier's net income or its allowance for credit losses.

As of March 31, 1995, the recorded investment in loans considered impaired under
SFAS Number 114 was $9.5 million, with a related allowance for credit losses of
$2.4 million.

FirsTier retained its prior method of recognizing interest and applying cash
payments received with respect to impaired loans.  The average recorded
investment in impaired loans for the quarter ended March 31, 1995, was
approximately $9.8 million.  During the first quarter of 1995, FirsTier
recognized interest income of $30,000 associated with impaired loans.


                                      - 4 -
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain significant
factors which have affected the Registrant's financial condition and results of
operations during the periods included in the consolidated financial statements
presented with this filing.


RESULTS OF OPERATIONS

Net income for the first quarter of 1995 was $13,367,000 or $.72 per share,
compared to  net income of $13,705,000 or $.72 per share for the same period in
1994. Per share amounts have been adjusted for the three-for-two stock split
effected as a 50% stock dividend distributed on June 30, 1994.

The annualized return on average assets for the three months ended March 31 was
1.54% in 1995 compared to 1.65% in 1994. The annualized return on average equity
for the three months ended March 31 was 15.66% in 1995 compared to 16.63% in
1994.

The schedule on page 6, Average Balances/Yields and Rates, shows that FirsTier's
net interest income, on a fully taxable equivalent basis for the first quarter
of 1995, is $35,997,000, a 1% decrease from the $36,378,000 recorded for the
same period in 1994.  This decrease is mainly attributable to a lower net
interest margin which decreased to 4.54% in the first quarter of 1995 from 4.83%
in the first quarter of 1994.  The effect of interest rate swaps for the quarter
ended March 31, 1995 was a decrease in net interest income of $559,000 which
reduced net interest margin 7 basis points for the quarter.  The effect of the
interest rate swaps for the quarter ended March 31, 1994 was a $485,000 increase
in net interest income which contributed 7 basis points to the net interest
margin for the quarter.

A provision of $269,000 for loan and lease losses was recorded in the first
quarter of 1995 compared to a negative provision of $1,767,000 for the same
period in 1994.  The provision recorded was based on FirsTier's ongoing analysis
of the adequacy of the allowance for loan and lease losses with the negative
provision recorded in 1994 resulting from an improvement in two significant
credits for which loan loss reserves had been previously allocated. The allow-
ance for loan and lease losses as a percentage of loans and leases as of March
31, 1995 was 2.40% compared to 2.63% as of March 31,


                                      - 5 -
<PAGE>

                            FIRSTIER FINANCIAL, INC.
                        AVERAGE BALANCES/YIELDS AND RATES
                             (Dollars in Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED                    THREE MONTHS ENDED
                                                         MARCH 31, 1995                         MARCH 31, 1994
                                                              INTEREST  AVERAGE                    INTEREST   AVERAGE
                                                  AVERAGE     INCOME/   YIELDS/         AVERAGE     INCOME/   YIELDS/
                                                  BALANCES    EXPENSE    RATES          BALANCES    EXPENSE    RATES
<S>                                               <C>         <C>       <C>           <C>          <C>        <C>
ASSETS
Securities................................         $960,287    17,822     7.53%       $1,054,350     18,893      7.27%
Federal funds sold and securities
  purchased under resale agreements.......          120,194     1,758     5.93%           64,898        506      3.16%
Loans and leases, gross...................        2,138,324    45,998     8.72%        1,937,198     38,235      8.00%
                                                  ---------   -------                  ---------    -------
  Total earning assets....................        3,218,805    65,578     8.26%        3,056,446     57,634      7.65%

Other nonearning assets...................          302,673       -          -           308,670       -           -
                                                  ---------   -------                  ---------    -------
    Total assets..........................       $3,521,478    65,578        -        $3,365,116     57,634        -
                                                 ----------   -------                 ----------    -------
                                                 ----------                           ----------
LIABILITIES & STOCKHOLDERS' EQUITY
Interest-bearing deposits
  Savings and interest checking...........         $854,102     5,008     2.38%         $931,996      4,735      2.06%
  Time deposits...........................        1,400,509    19,098     5.53%        1,255,316     14,092      4.55%
                                                  ---------   -------                  ---------    -------
    Total interest-bearing deposits........       2,254,611    24,106     4.34%        2,187,312     18,827      3.49%

Short-term borrowings.....................          222,823     2,912     5.30%          214,697      1,507      2.85%
Federal Home Loan Bank borrowings.............      147,193     2,267     6.25%           61,480        614      4.05%
Long-term debt............................            2,169        59    10.95%            2,439         65     10.74%
Capitalized leases........................            9,967       237     9.64%           10,223        243      9.64%
                                                  ---------   -------                  ---------    -------
  Total interest-bearing funds............        2,636,763    29,581     4.55%        2,476,151     21,256      3.48%

Demand deposits...........................          488,550       -          -           508,135       -           -
Other noninterest-bearing funds...........           50,085       -          -            46,508       -           -
Stockholders' equity......................          346,080       -          -           334,322       -           -
                                                  ---------   -------                  ---------    -------
    Total liabilities and equity..........       $3,521,478    29,581        -        $3,365,116     21,256        -
                                                 ----------   -------                 ----------    -------
                                                 ----------                           ----------
    Net interest margin on a tax
      equivalent basis....................                    $35,997     4.54%                     $36,378      4.83%
                                                              -------    -----                      -------     -----
                                                              -------    -----                      -------     -----
</TABLE>

Note:  Income and rates are stated on a tax-equivalent basis assuming a marginal
       tax rate of 35%.


                                      - 6 -
<PAGE>

1994.  Loans and leases charged off, net of recoveries, for the first quarter
were $530,000 compared to net charge-offs of $114,000 for the same period in
1994.

Under-performing assets as a percent of total loans, leases, other real estate
owned and repossessed assets was .58% at March 31, 1995 compared to .83% at
March 31, 1994. Non-accrual loans as of March 31, 1995 totalled  $9,477,000,
down 22.8% from the first quarter of 1994.  Under-performing assets at March 31,
1995 total $12,888,000, which represents a $3,623,000 or 21.9% decrease from
March 31, 1994.  Additional information regarding the balance of non-accrual
loans at March 31, 1995, and related interest payment information is provided on
page 8.

Total non-interest income for the first quarter of 1995 was $13,414,000 which is
down $559,000, or 4%, from the same period in 1994. The decrease in non-interest
income from the previous year is attributable to  Securities Brokerage com-
missions and Municipal Bond Underwriting fees (included in Other non-interest
income) which decreased $322,000 or 24.4%. Increased interest rates from the
previous year have slowed bond issue refinancings by municipalities and a
general decline in retail brokerage activity accounts for the decline in fee
income.  In addition, Net Securities Gains decreased $212,000 from the previous
year and Insurance Commissions decreased $170,100.  These decreases are
partially offset by increased Trust Services income of $147,000.

Total non-interest expense of $28,288,000 for the quarter is down $2,575,000, or
8.3%, from the same period in 1994.    Contributing to the decrease from 1994 is
a $2,850,000 charge recorded in the previous year for settlement of a lawsuit
filed in 1991 against FirsTier Bank, N.A., Omaha, by the Federal Credit Union
Administration in its capacity as liquidating agent of Franklin Credit Union
which failed in 1988.  The settlement, which by agreement of the parties is to
remain confidential and under which FirsTier makes no admission of liability or
wrongdoing, was finalized with no additional charges incurred.  Salaries and
Benefits expense of $14,059,000  for the quarter increased only $25,000 from the
same period in 1994.

As of March 31, 1995, FirsTier employed a staff of 1,715 FTE which is up 223
FTE, or 14.9%, from the March 31, 1994 employment level.  This increase is
primarily due to the acquisition of Cornerstone Bank Group in Iowa on January 3,
1995.


                                      - 7 -
<PAGE>

                            FIRSTIER FINANCIAL, INC.
                             NONACCRUAL LOAN SUMMARY
                                 March 31, 1995



Generally, the accrual of income is discontinued when the full collection of
principal or interest is in doubt, or when the payment of principal or interest
has become contractually 90 days past due unless the obligation is both well
secured and in the process of collection.  Nonaccrual loans and the application
of cash interest payments on those loans as of March 31, 1995 are as follows ($
in thousands):

<TABLE>
<CAPTION>
                                                                          Cash interest payments applied as
                                                      Contractual      ---------------------------------------
                                       Book balance    balance at                    Recovery of    Reduction
                                       at Mar. 31,     Mar. 31,          Interest   partial prior      of
                                           1995           1995            income     charge-offs    principal
                                       ------------   ------------      ------------ ------------ ------------
<S>                                    <C>            <C>              <C>           <C>          <C>
Contractually past due with:

   -  substantial performance                  252            327                 0            0           74

   -  limited performance                    1,774          1,958                 3            0           25

   -  no performance                           623            641                 0            0            3


Contractually current, however,:

   -  payment in full of principal
      or interest in doubt                   3,910          4,493                 1            0          100

   -  other                                  2,918          7,191                26            0          226
                                       ------------   ------------      ------------ ------------ ------------

Total                                       $9,477        $14,610               $30           $0         $428
                                       ------------   ------------      ------------ ------------ ------------
                                       ------------   ------------      ------------ ------------ ------------
</TABLE>


                                      - 8 -
<PAGE>

MATERIAL CHANGES IN FINANCIAL CONDITION

All companies included in the consolidated financial statements are "financial"
companies.  Accordingly, average balances of assets and liabilities are more
representative of financial condition than balances as of period-end.  The
schedule of Average Balances/Yields and Rates on page 6 shows average balances
of earning assets and interest bearing liabilities for the periods being
reported.  Because these average balances are an integral part of the financial
statements, all comments as to significant volume changes refer to average
balances unless otherwise indicated.

Total average assets of $3.52 billion for the first quarter of 1995 were up 4.6%
from the same period in 1994.  Loans increased $201.1 million, or 10.4%.  Aver-
age securities of $960.3 million, which included securities available for sale
as of March 31, 1995 of $239 million,  decreased $94.1 million or 8.9% from
1994.

Total deposits  for the first quarter averaged $2.25 billion which was up $67.3
million, or 3.1%, from the same period in 1994.  Time deposits increased $145.2
million or 11.6% from the first quarter of 1994 while demand deposits decreased
$19.6 million or 3.9% and savings and interest checking deposits decreased $77.9
million or 8.4%.

Net funds purchased of $102.6 million (the difference between "short-term
borrowings" and "federal funds sold and securities purchased under resale
agreements") decreased $47.2 million from the average net purchased position in
the first quarter of 1994.  Average borrowings from the Federal Home Loan Bank
increased $85.7 million from the same period in 1994.

Long-term debt as of March 31, 1995 of $12.1 million, consisting of a mortgage
loan by the Lincoln Bank and capitalized leases by the Omaha Bank, decreased
$526,000 from March 31, 1994.  The Parent Company had no borrowings as of March
31, 1995.



LIQUIDITY AND CAPITAL RESOURCES

The maintenance of an adequate level of liquidity is necessary to ensure that
sufficient funds are available to meet


                                      - 9 -
<PAGE>

customers' loan demand and deposit withdrawals.  Sources of liquidity consist of
maturities of securities recorded at amortized cost, liquidation of securities
available for sale, maturing loans, federal funds sold and borrowings from the
Federal Home Loan Bank.  Management also considers customer-related  core
deposits  and  funds borrowed to be stable and reliable sources of funding.

Liquidity is also important for the Parent Company.  The Parent Company's
primary source of liquidity is dividends and management fees from subsidiary
banks.  The Parent Company's primary liquidity requirements are the payment of
dividends and expenses associated with management and consolidated services
provided to subsidiaries. Management believes the Parent Company has adequate
liquidity to meet its funding needs.

At March 31, 1995, stockholders' equity was $346.1 million compared to $334.3
million at March 31, 1994, an increase of $11.8 million or 3.5%.  The Tier 1
Leverage ratios (tangible equity capital divided by adjusted average assets) as
of March 31, 1995 and March 31, 1994 were 9.70% and 9.58%, respectively.
FirsTier's risk based capital ratios as of March 31, 1995 were 13.78% for Tier I
Capital and 15.04% for Total Capital.


                                     - 10 -
<PAGE>

                            FIRSTIER FINANCIAL, INC.

PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
    (a) Exhibits -

        (20) Quarterly  Report to  Stockholders for the period ended March 31,
             1995 - Part I Exhibit.

    (b) Reports on Form 8-K

        On January 3, 1995, FirsTier filed a Report on Form 8-K which disclosed
        the consummation of the Cornerstone Bank Group, Inc. acquisition which
        was accounted for as a pooling of interests.  All required restated
        financial information available at such date was submitted as
        attachments.

        On January 5, 1995, FirsTier filed a Report on Form 8-K which included a
        letter to shareholders which described the shareholder rights plan
        adopted by the FirsTier Board of Directors on December 19, 1994.  A full
        description of the plan was filed under cover of a Form 8-A Registration
        Statements on January 6, 1995.

        On January 19, 1995, FirsTier filed a Report on Form 8-K which disclosed
        the announcement of plans to repurchased up to 107,000 shares of
        FirsTier's common stock.  This planned repurchase is in addition to the
        Common Stock Repurchase Program currently in effect which authorized the
        repurchase of up to 600,000 shares of FirsTier common stock.

        On February 17, 1995, FirsTier filed a Form 8 Report which amended the
        Report on Form 8-K filed on January 3, 1995 related to the Cornerstone
        Bank Group, Inc. acquisition.

                                   SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.


                                        FIRSTIER FINANCIAL, INC.

Date:  May 12, 1995                     By:  /s/ Aaron C. Hilkemann
                                            ------------------------
                                        Aaron C. Hilkemann
                                        Director of Financial Operations


Date:  May 12, 1995                     By:  /s/ Thomas B. Fischer
                                            ------------------------
                                        Thomas B. Fischer
                                        Vice President & Secretary


                                     - 11 -


<PAGE>

[LOGO]FIRSTIER FINANCIAL, INC.                  [LOGO]FIRSTIER FINANCIAL, INC.
- -------------------------------                 ------------------------------
1700 FARNAM STREET                                 FIRST QUARTER REPORT
P.O. BOX 3443
OMAHA, NEBRASKA
68103-0443

                                                            [LOGO]


                                             -----------------------------------
                                                         MARCH 31, 1995



<PAGE>

                   TO OUR STOCKHOLDERS, CUSTOMERS AND FRIENDS

FirsTier Financial, Inc., reported earnings of $.72 per share for the first
quarter of 1995, compared to $.72 per share for the first quarter of 1994.  Net
income of $13,367,000 for the first quarter of 1995 was a decrease of 2.47
percent from net income of $13,705,000 reported in the same period of 1994.
[LOGO]  The acquisition of the Cornerstone Bank Group on January 3, 1995, has
been accounted for as a pooling of interests, and as a result, all financial
results for 1994 and prior periods have been restated.  First quarter 1994
earnings were $12,669,000 prior to the restatement.  [LOGO]  First quarter
results in 1995 were impacted by the net interest margin compression caused by
increased funding costs, offset by an increase in earning assets.  Net interest
income was $33.2 million for the first quarter of 1995, compared to $33.7
million for the same period last year.  Net interest margin was 4.54 percent in
the first quarter, compared to 4.83 percent for the first quarter of 1994.  In
addition, FirsTier reported $543,000 in after-tax income in the first quarter
of 1994 from the recovery of interest on a loan which had been previously
charged to the loan loss reserve.  [LOGO]  Non-interest income decreased
$559,000 or 4.00 percent, from the first quarter of 1994.  The decrease
resulted from lower brokerage services fees and municipal bond underwriting
income due to the rate environment.  [LOGO]  Non-interest expense decreased
$2.6 million, or 8.34 percent, compared with the same period in 1994.  In the
first quarter of 1994, FirsTier charged $2.85 million to non-interest expense
in connection with the settlement of a lawsuit filed against FirsTier Bank,
N.A., Omaha, by the Federal Credit Union Administration in its capacity as
liquidating agent of Franklin Credit Union which failed in 1988.  [LOGO]
Excluding the expense related to the settlement of the Federal Credit Union
Administration lawsuit in the first quarter of last year, non-interest expense
was essentially flat from the first quarter of 1994 to the first quarter of
1995.  We believe this was a significant accomplishment considering added
expenses related to FirsTier Banks' branch expansions in the past year.  [LOGO]
Under-performing assets on March 31, 1995 totaled $12.9 million, or .58 percent
of total loans and other real estate, compared to $16.5 million, or .83 percent
of total loans and other real estate on March 31, 1994.  Under-performing
assets consist of non-accrual loans and leases, loans 90 days past due and
still accruing interest, restructured loans, other real estate owned and
repossessed loans.  [LOGO]  The provision for loan losses was $269,000 in
the first quarter of 1995, compared with a negative provision of $1.8 million
for the same period of 1994.  On March 31, 1995, the amount reserved for
possible loan losses was $53.0 million, which represents 2.40 percent of total
loans and leases.  [LOGO]  FirsTier Financial, Inc., acquired the $356 million
asset Cornerstone Bank Group, headquartered in Council Bluffs, Iowa, on
January 3, 1995.  Cornerstone was the holding company for four Iowa banks:
First National Bank of Council Bluffs; Nevada National Bank in Nevada; Valley
State Bank based in Rock Valley; and Security Savings Bank headquartered in
Williamsburg.  First National Bank of Council Bluffs was renamed FirsTier
Bank, N.A., Council Bluffs on January 20, 1995.  [LOGO]  First Continental
Financial, Inc., holding company for the $41 million asset River City National
Bank in Omaha was acquired by FirsTier Financial on April 1, 1995.  With the
acquisition of River City National Bank, FirsTier has 60 full-service branches
and more than 100 automatic teller machines in 12 Nebraska communities and 7
Iowa communities.  [LOGO]  In the March 16 edition of Keefe, Bruyette & Wood's
quarterly publication, BANKSCAN, FirsTier Financial ranked second in the
nation in their rating of bank holding companies.  This prestigious New York
investment banking firm monitors balance sheet strength and profitability of
135 publicly traded major U.S. banking organizations.  [LOGO]  We are pleased
with this national recognition and believe FirsTier's solid capital position
and exceptionally strong asset quality will be important strengths in the year
ahead.  FirsTier Banks have an excellent franchise in their respective markets.
Our banks are aggressive competitors but do not seek growth at the expense of
asset quality.  We expect 1995 to be a challenging year for FirsTier but remain
cautiously optimistic about your company's performance prospects in 1995.

Sincerely,

/s/ David A. Rismiller
David A. Rismiller
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

                                     [LOGO]

<PAGE>

FIRSTIER FINANCIAL, INC.                                                       2
- -------------------------------------------------------------------------------
BOARD OF DIRECTORS

JAMES P. ABEL
PRESIDENT
NEBCO, Inc.

DUANE W. ACKLIE**
CHAIRMAN
Crete Carrier Corporation

LAWRENCE J. ARTH
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Ameritas Life Insurance Corporation

RICHARD K. DAVIDSON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Union Pacific Railroad Co.

J. ROBERT DUNCAN
CHAIRMAN
Duncan Aviation, Inc.

STEVEN H. DURHAM
CHAIRMAN
Global Resources, Ltd. L.L.C.

CHARLES F. HEIDER**
GENERAL PARTNER
Heider-Weitz Partnership

JACK R. MCDONNELL**
EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
FirsTier Financial, Inc.

DAVID A. RISMILLER**
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
FirsTier Financial, Inc.

WALTER SCOTT, JR.*
PRESIDENT AND CHAIRMAN OF THE BOARD
Peter Kiewit Sons', Inc.

THOMAS J. SKUTT
CHAIRMAN OF THE BOARDS AND CHIEF EXECUTIVE OFFICER
Mutual of Omaha Insurance Companies

DR. L. DENNIS SMITH
PRESIDENT
University of Nebraska

* Chairman of the Executive Committee, Board of Directors
** Member of the Executive Committee, Board of Directors

PRINCIPAL CORPORATE OFFICERS

DAVID A. RISMILLER**
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER

JACK R. MCDONNELL**
EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER

DWAIN C. CARLSON
VICE PRESIDENT AND DIRECTOR OF CORPORATE ASSET LIABILITY MANAGEMENT

THOMAS B. FISCHER
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL

DAVID F. GRIEBEL
VICE PRESIDENT AND DIRECTOR OF MARKETING

AARON C. HILKEMANN
VICE PRESIDENT AND DIRECTOR OF FINANCIAL OPERATIONS

MARK J. MATTHES
VICE PRESIDENT AND DIRECTOR OF OPERATIONS

JOHN F. MOCK
VICE PRESIDENT AND DIRECTOR OF HUMAN RESOURCES

THE CORPORATION

FirsTier Financial, Inc., is a regional multi-bank holding company. Primary
subsidiaries of the corporation in Nebraska are: FirsTier Bank, N.A., Omaha;
FirsTier Bank, N.A., Lincoln; FirsTier Bank, N.A., Norfolk; and FirsTier Bank,
N.A. Scottsbluff-Gering. Primary subsidiaries in Iowa are: FirsTier Bank, N.A.,
Council Bluffs; Nevada National Bank in Nevada; Valley State Bank based in Rock
Valley; and Security Savings Bank headquartered in Williamsburg. On April 1,
1995, FirsTier Financial acquired First Continental Financial, Inc., holding
company for the $41 million asset River City National Bank of Omaha.

On March 31, 1995, FirsTier had 58 full services branches in a 700 mile region
stretching from eastern Iowa to the western border of Nebraska and a loan
production office in Garden City, Kansas. FirsTier provides a full range of
financial services to corporate, retail and trust customers in Nebraska, Iowa
and contiguous states.


                                     [LOGO]

<PAGE>

FINANCIAL HIGHLIGHTS                                                           3
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                            PERCENTAGE
                                                                           1995                1994           CHANGE
                                                                           ----                ----         ----------
<S>                                                                   <C>                     <C>           <C>
FOR THE THREE MONTHS ENDED MARCH 31,
($ IN THOUSANDS)

     Net Income. . . . . . . . . . . . . . . . . . . . . . . . .      $   13,367              13,705           (2.5)
     Cash Dividends Declared . . . . . . . . . . . . . . . . . .           4,782               4,482            6.7

PER SHARE
     Net Income. . . . . . . . . . . . . . . . . . . . . . . . .             .72                 .72            0.0
     Cash Dividends Declared . . . . . . . . . . . . . . . . . .             .26                 .26            0.0

FINANCIAL INFORMATION
($ IN THOUSANDS)
     Average Assets. . . . . . . . . . . . . . . . . . . . . . .       3,521,478           3,365,116            4.6
     Average Loans and Leases. . . . . . . . . . . . . . . . . .       2,138,324           1,937,198           10.4
     Average Deposits. . . . . . . . . . . . . . . . . . . . . .       2,743,161           2,695,447            1.8
     Average Stockholders' Equity. . . . . . . . . . . . . . . .         346,080             334,322            3.5
     Book Value Per Share (At March 31). . . . . . . . . . . . .           19.12               17.85            7.1
     Market Value Per Share (At March 31). . . . . . . . . . . .           33.50               29.83           12.3

RATIOS
     Return on Average Assets. . . . . . . . . . . . . . . . . .            1.54%               1.65           (6.7)
     Return on Average Equity. . . . . . . . . . . . . . . . . .           15.66               16.63           (5.8)
     Average Equity to Assets. . . . . . . . . . . . . . . . . .            9.83                9.93           (1.0)
     Tier 1 Leverage . . . . . . . . . . . . . . . . . . . . . .            9.70                9.58            1.3
     Net Interest Margin . . . . . . . . . . . . . . . . . . . .            4.54                4.83           (6.0)


OTHER INFORMATION
     Number of Shares. . . . . . . . . . . . . . . . . . . . . .      18,392,343          18,793,078           (2.1)
     Number of Stockholders. . . . . . . . . . . . . . . . . . .           2,048               2,054           (0.3)
</TABLE>


Note:     Number of shares and per share amounts have been adjusted for the
          three-for-two stock split effected as a 50% stock dividend distributed
          June 30, 1994.

                                     [LOGO]

<PAGE>

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) ($ in thousands, except per share amounts)                         4
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                          THREE MONTHS ENDED
                                                                                               MARCH 31
                                                                                          1995           1994
                                                                                          ----           ----
<S>                                                                                     <C>            <C>
INTEREST INCOME
  Interest and fees on loans and leases
     Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $45,355         36,604
     Nontaxable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            437          1,123
  Interest on securities
     Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          9,479         11,808
     Nontaxable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          5,799          4,930
  Interest on federal funds sold and resale agreements . . . . . . . . . . . . .          1,758            506
                                                                                        -------        -------
     Total interest income . . . . . . . . . . . . . . . . . . . . . . . . . . .         62,828         54,971
                                                                                        -------        -------

INTEREST EXPENSE
  Interest on deposits
     Savings and interest checking . . . . . . . . . . . . . . . . . . . . . . .          5,008          4,735
     Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         19,098         14,092
  Interest on short-term and FHLB borrowings . . . . . . . . . . . . . . . . . .          5,180          2,121
  Interest on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . .            295            307
                                                                                        -------        -------
     Total interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . .         29,581         21,255
                                                                                        -------        -------

     NET INTEREST INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . .         33,247         33,716
Provision for loan and lease losses. . . . . . . . . . . . . . . . . . . . . . .            269         (1,767)
                                                                                        -------        -------
     NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE LOSSES . . . . . . .         32,978         35,483
                                                                                        -------        -------

NON-INTEREST INCOME
  Trust services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          4,188          4,041
  Service charges on deposit accounts. . . . . . . . . . . . . . . . . . . . . .          3,999          3,998
  Credit card fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,210          2,122
  Securities gains, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . .             --            212
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          3,017          3,600
                                                                                        -------        -------
     Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . .         13,414         13,973
                                                                                        -------        -------

NON-INTEREST EXPENSE
  Salaries and benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         14,059         14,034
  Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . .          3,533          3,790
  Data processing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,243          1,339
  Credit card processing expense . . . . . . . . . . . . . . . . . . . . . . . .          1,280          1,404
  Amortization of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . .            401            404
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          7,772          9,892
                                                                                        -------        -------
     Total non-interest expense. . . . . . . . . . . . . . . . . . . . . . . . .         28,288         30,863
                                                                                        -------        -------
     Income before income tax expense. . . . . . . . . . . . . . . . . . . . . .         18,104         18,593
     Income tax expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . .          4,737          4,888
                                                                                        -------        -------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $13,367         13,705
                                                                                        -------        -------
                                                                                        -------        -------
Net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $   .72            .72
                                                                                        -------        -------
                                                                                        -------        -------
</TABLE>

           See accompanying notes to consolidated financial statements

                                     [LOGO]


<PAGE>

CONSOLIDATED BALANCE SHEETS
March 31, (Unaudited) ($ in thousands)                                         5
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                        1995               1994
                                                                                                        ----               ----
ASSETS
<S>                                                                                                 <C>                 <C>
Cash and due from banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $  239,830            213,562
Federal funds sold and securities purchased under resale agreements. . . . . . . . . . . . . .         126,810             51,915
Securities available for sale (amortized cost $251,630 in 1995 and $273,279 in 1994) . . . . .         251,725            276,197
Investment securities (market value $732,147 in 1995 and $798,179 in 1994) . . . . . . . . . .         738,160            786,616
Loans and leases, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,158,239          1,945,888
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          49,314             50,509
Accrued interest receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          33,023             31,285
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          55,066             51,940
                                                                                                    ----------          ---------
   TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $3,652,167          3,407,912
                                                                                                    ----------          ---------
                                                                                                    ----------          ---------
LIABILITIES
Deposits
   Demand, non-interest bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $478,632            489,197
   Savings and interest checking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         839,701            898,283
   Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,396,829          1,313,152
                                                                                                    ----------          ---------
   TOTAL DEPOSITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,715,162          2,700,632
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         366,567            244,489
Federal Home Loan Bank borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         154,500             64,500
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          52,288             50,180
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          12,054             12,580
                                                                                                    ----------          ---------
   TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,300,571          3,072,381
                                                                                                    ----------          ---------

STOCKHOLDERS' EQUITY
Preferred stock - $30 par value; authorized 2,000,000 shares . . . . . . . . . . . . . . . . .              --                 --
Common stock - $5 par value; authorized 40,000,000; issued and outstanding
18,814,695 shares in 1995 and 12,543,160 in 1994*. . . . . . . . . . . . . . . . . . . . . . .          94,073             62,716
Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6,679             13,254
Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         264,441            261,316
Net unrealized securities gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . .              (3)             1,927
                                                                                                    ----------          ---------
                                                                                                       365,190            339,213

Less treasury stock, at cost 422,352 shares in 1995 and 89,411 shares in 1994* . . . . . . . .          13,594              3,682
                                                                                                    ----------          ---------
   TOTAL STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         351,596            335,531
                                                                                                    ----------          ---------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . . . . . . . . . . .      $3,652,167          3,407,912
                                                                                                    ----------          ---------
                                                                                                    ----------          ---------


           See accompanying notes to consolidated financial statements

<FN>
*    The number of shares at March 31, 1995 reflects the three-for-two stock
     split effected as a 50% stock dividend distributed June 30, 1994.
</TABLE>

                                     [LOGO]


<PAGE>

OTHER FINANCIAL INFORMATION                                                    6
- -------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF
RETAINED EARNINGS
Three Months Ended March 31 (Unaudited)
($ IN THOUSANDS)

<TABLE>
<CAPTION>

                                                      1995        1994
                                                      ----        ----
<S>                                                 <C>          <C>
BALANCE AT JANUARY 1 . . . . . . . . . . .          $255,856     252,093
Net Income . . . . . . . . . . . . . . . .            13,367      13,705
Cash dividends declared . . . . . . . . .             (4,782)     (4,482)
($.26 per share in
1995 and 1994)                                      --------     --------
BALANCE AT MARCH 31 . . . . . . . . . . .           $264,441     $261,316
                                                    --------     --------
                                                    --------     --------
</TABLE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  On January 3, 1995, FirsTier acquired Cornerstone Bank Group, Inc. in a
     transaction accounted for as a pooling of interests. In connection with
     this acquisition, FirsTier issued 1,555,075 shares in exchange for 100% of
     the outstanding shares of Cornerstone Bank Group, Inc. All prior period
     financial information has been restated to reflect this acquisition.

(2)  On April 1, 1995, FirsTier acquired all of the outstanding shares of First
     Continental Financial, Inc., the holding company of River City National
     Bank, which had assets of approximately $41 million. River City National
     Bank operated in three locations in west Omaha, Nebraska, and are now
     branches of FirsTier Bank, N.A., Omaha. This acquisition will be accounted
     for as a purchase transaction.

(3)  Certain accounts in the financial statements of the prior year have been
     reclassified to conform with current year presentation. Such
     reclassifications had no effect on net income.

<TABLE>
<CAPTION>

ALLOWANCE FOR LOAN AND LEASE LOSSES
 ($ IN THOUSANDS)
                                                            1995         1994
                                                            ----         ----
<S>                                                       <C>          <C>
BALANCE AT JANUARY 1 . . . . . . . . . . . . . . .        $53,250       54,345
Provision for credit losses. . . . . . . . . . . .            269       (1,767)
Losses charged off . . . . . . . . . . . . . . . .         (1,274)      (1,049)
Recoveries on amounts
   charged off . . . . . . . . . . . . . . . . . .            744          935
                                                          -------      -------
BALANCE AT MARCH 31. . . . . . . . . . . . . . . .        $52,989       52,464
                                                          -------      -------
                                                          -------      -------

Allowance as a percentage
of loans and leases. . . . . . . . . . . . . . . .           2.40%        2.63
Net charge-offs as a
percentage of average
loans and leases . . . . . . . . . . . . . . . . .            .02%         .01
</TABLE>

<TABLE>
<CAPTION>

UNDER-PERFORMING ASSETS
($ IN THOUSANDS)

MARCH 31                                                     1995         1994
                                                             ----         ----
<S>                                                       <C>           <C>
Non-accrual loans and leases . . . . . . . . . . .         $9,477       12,270
Loans ninety days past due
  and accruing . . . . . . . . . . . . . . . . . .          1,969        1,666
Restructured loans . . . . . . . . . . . . . . . .             25          552
Other real estated owned . . . . . . . . . . . . .          1,362        1,881
Repossessed assets . . . . . . . . . . . . . . . .             55          142
                                                          -------      -------
TOTAL UNDER-PERFORMING ASSETS. . . . . . . . . . .        $12,888       16,511
                                                          -------      -------
                                                          -------      -------
Under-performing assets as
a percent of loans, leases,
other real estate owned and
repossessed assets . . . . . . . . . . . . . . . .            .58%         .83
                                                          -------      -------
                                                          -------      -------
</TABLE>

<PAGE>

ANALYSIS OF NET INTEREST INCOME
(Tax Equivalent Basis) ($ in thousands)                                     7
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                            THREE MONTHS ENDED
                                                                  MARCH 31
                                                            1995         1994
                                                            ----         ----
<S>                                                     <C>          <C>
Net interest income. . . . . . . . . . . . . . . .        $35,997       36,379
Average earnings assets. . . . . . . . . . . . . .      3,218,805    3,056,446
Average interest bearing liabilities . . . . . . .      2,636,763    2,476,151
Yield on earning assets. . . . . . . . . . . . . .           8.26%        7.65
Cost of interest bearing liabilities . . . . . . .           4.55         3.48
Net interest margin. . . . . . . . . . . . . . . .           4.54         4.83
Net interest rate spread . . . . . . . . . . . . .           3.71         4.17
Interest bearing liabilities to interest-earning assets     81.92        81.01
</TABLE>

STOCKHOLDERS' INFORMATION
STOCK DATA
<TABLE>
<CAPTION>
                                              Dividends
                                              Declared
Year   Period               High     Low      Per Share
- ----   ----------------     ----     ---      ---------
<S>    <C>                  <C>     <C>       <C>
1994   First quarter        33.17   28.00        .26
       Second Quarter       31.83   29.33        .26
       Third Quarter        35.00   31.00        .26
       Fourth Quarter       33.00   30.00        .26
1995   First Quarter        33.50   29.50        .26
</TABLE>

The common stock of FirsTier Financial, Inc. (FRST) is traded on the Over-the-
Counter Market and is quoted on the NASDAQ National Market System.

CORPORATE OFFICE
The Corporate Office is located at 1700 Farnam Street, P.O. Box 3443, Omaha,
Nebraska 68103-0443. The telephone number is (402) 348-6000.

FORM 10Q
A copy of the first quarter report to the Securities and Exchange Commission
(Form 10Q) may be obtained without charge by written request to the Director of
Marketing at the Corporate Office.

INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants of FirsTier Financial, Inc. are Arthur
Andersen LLP, Omaha, Nebraska.

TRANSFER AGENT
Stockholder inquiries may be directed to:
State Street Bank and Trust Company
Securities Transfer Services Department
P.O. Box 8204
Boston, MA 02266
Telephone: (800) 257-1770 8:00 a.m. to 6:00 p.m.
(Eastern Time)



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               MAR-31-1995
<CASH>                                         239,830
<INT-BEARING-DEPOSITS>                       2,236,530
<FED-FUNDS-SOLD>                               126,810
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    251,725
<INVESTMENTS-CARRYING>                         738,160
<INVESTMENTS-MARKET>                           732,147
<LOANS>                                      2,211,228
<ALLOWANCE>                                     52,989
<TOTAL-ASSETS>                               3,652,167
<DEPOSITS>                                   2,715,162
<SHORT-TERM>                                   366,567
<LIABILITIES-OTHER>                            206,788
<LONG-TERM>                                     12,054
<COMMON>                                        94,073
                                0
                                          0
<OTHER-SE>                                     257,523
<TOTAL-LIABILITIES-AND-EQUITY>               3,652,167
<INTEREST-LOAN>                                 45,792
<INTEREST-INVEST>                               15,278
<INTEREST-OTHER>                                 1,758
<INTEREST-TOTAL>                                62,828
<INTEREST-DEPOSIT>                              24,106
<INTEREST-EXPENSE>                              29,581
<INTEREST-INCOME-NET>                           33,247
<LOAN-LOSSES>                                      269
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                 28,288
<INCOME-PRETAX>                                 18,104
<INCOME-PRE-EXTRAORDINARY>                      18,104
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    13,367
<EPS-PRIMARY>                                      .72
<EPS-DILUTED>                                      .72
<YIELD-ACTUAL>                                    8.26
<LOANS-NON>                                      9,477
<LOANS-PAST>                                     1,969
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                53,250
<CHARGE-OFFS>                                    1,274
<RECOVERIES>                                       744
<ALLOWANCE-CLOSE>                               52,989
<ALLOWANCE-DOMESTIC>                            34,020
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                         18,969
        

</TABLE>


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