<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) THE SECURITIES EXCHANGE
ACT OF 1934 For quarter ended September 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period ..... to .....
Commission file number: 0-15624
-------
SECOND BANCORP, INCORPORATED
------------------------------------------------------
(exact name of registrant as specified in its charter)
Ohio 34-1547453
---- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
108 Main Ave. Warren, Ohio 44482-1311
--- ---- ---- ------- ---- ----------
(Address of principal executive offices) (Zip Code)
(216) 841-0123
--------------
Registrant's telephone number, including area code
Not applicable
--------------
Former name, former address and former fiscal year, if changed
since last report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes .x. No ...
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, without par value -- 6,785,958 shares outstanding as of October
30, 1997.
Page 1 of 13
<PAGE> 2
SECOND BANCORP, INC. AND SUBSIDIARY
INDEX
<TABLE>
<CAPTION>
Page
Number
PART 1. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements (unaudited)
Consolidated balance sheets -
September 30, 1997 and 1996 and December 31, 1996....................3
Consolidated statements of income -
Three and nine months ended September 30, 1997 and 1996 .............4
Consolidated statements of cash flows -
Nine months ended September 30, 1997 and 1996 .......................5
Consolidated statement of shareholders' equity -
Year ended December 31, 1996 and
nine months ended September 30, 1997 ..........................6
Notes to consolidated financial statements - September 30, 1997 ...................7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ...............8-9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................................10
Item 2. Changes in Securities ........................................10
Item 3. Defaults upon Senior Securities ..............................10
Item 4. Submission of Matters to a Vote of Security
Holders .............................................10
Item 5. Other Information ............................................10
Item 6. Exhibits and Reports on Form 8-K .............................10
SIGNATURES ............................................................11
Statement 11 Re: Computation of Earnings Per Share ....................12
Schedule 27 ...........................................................13
</TABLE>
-2-
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
SECOND BANCORP, INCORPORATED AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands) September 30 December 31 September 30
1997 1996 1996
- -----------------------------------------------------------------------------------------------------------------------
ASSETS (unaudited) (1) (unaudited)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash and demand balances due from banks $ 24,340 $ 27,934 $ 34,151
Federal funds sold 0 10,000 0
Securities 275,677 231,324 220,582
Loans:
Commercial 311,223 297,347 298,830
Consumer 190,835 205,409 206,867
Real estate 68,802 62,981 78,018
--------- --------- ---------
Total loans 570,860 565,737 583,715
Reserve for loan losses 7,213 7,300 8,912
--------- --------- ---------
Net loans 563,647 558,437 574,803
Premises and equipment 9,881 8,918 7,820
Accrued interest receivable 6,587 5,086 5,162
Goodwill and intangible assets 3,137 3,701 3,917
Other assets 18,745 21,879 22,179
--------- --------- ---------
Total assets $ 902,014 $ 867,279 $ 868,614
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------------
Liabilities:
Demand deposits - non-interest bearing $ 79,530 $ 80,328 $ 77,237
Demand deposits - interest bearing 58,977 69,326 66,086
Savings deposits 155,098 156,180 153,449
Time deposits 370,755 363,563 361,357
--------- --------- ---------
Total deposits 664,360 669,397 658,129
Federal funds purchased and securities sold under
agreements to repurchase 116,731 86,787 98,415
Note payable 2,500 5,000 5,000
Borrowed funds 4,683 3,989 5,684
Federal Home Loan Bank advances 31,077 26,557 29,553
Accrued expenses and other liabilities 6,191 6,312 5,395
--------- --------- ---------
Total liabilities 825,542 798,042 802,176
Shareholders' equity: (2)
Preferred stock, no par value;
Series A: 1,500,000 shares authorized, 718,750 shares
issued and 0, 300 and 300 shares
outstanding, respectively 0 6 6
Series B: authorized 1,500,000 shares 0 0 0
Common stock, no par value; 20,000,000
shares authorized and 6,836,358, 6,717,174 and
6,717,174 shares issued, respectively 28,996 27,398 27,416
Treasury shares; 50,400, 20,000 and 20,000
shares, respectively (793) (319) (319)
Unrealized holding losses 1,879 (24) (958)
Retained earnings 46,390 42,176 40,293
--------- --------- ---------
Total shareholders' equity 76,472 69,237 66,438
--------- --------- ---------
Total liabilities and shareholders' equity $ 902,014 $ 867,279 $ 868,614
========= ========= =========
<FN>
(1) The balance sheet at December 31, 1996 has been derived from the
audited financial statements at that date.
(2) Share data retroactively restated for the two for one stock split
effective May 1, 1997.
</TABLE>
-3-
<PAGE> 4
SECOND BANCORP, INCORPORATED AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands, Except Per Share Data) For the Three Months For the Nine Months
Ended September 30 Ended September 30
------------------ ------------------
1997 1996 1997 1996
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST INCOME Loans (including fees):
Taxable $ 12,922 $ 12,873 $ 38,418 $ 37,578
Exempt from federal income taxes 176 226 480 549
Securities:
Taxable 3,420 2,847 9,387 8,955
Exempt from federal income taxes 735 586 2,089 1,557
Federal funds sold 49 7 192 231
-------------------------- --------------------------
Total interest income 17,302 16,539 50,566 48,870
INTEREST EXPENSE
Deposits 6,423 6,505 19,009 19,849
Federal funds purchased and securities
sold under agreements to repurchase 1,448 1,102 3,797 2,894
Note payable 43 95 230 279
Other borrowed funds 45 42 127 107
Federal Home Loan Bank advances 674 217 1,608 546
-------------------------- --------------------------
Total interest expense 8,633 7,961 24,771 23,675
-------------------------- --------------------------
NET INTEREST INCOME 8,669 8,578 25,795 25,195
Provision for loan losses 1,057 2,788 2,600 4,236
-------------------------- --------------------------
Net interest income after provision
for loan losses 7,612 5,790 23,195 20,959
NON-INTEREST INCOME
Service charges on deposit accounts 777 696 2,296 1,993
Trust revenue 623 584 1,841 1,751
Security gains 34 376 433 447
Other 917 664 2,310 1,835
-------------------------- --------------------------
Total non-interest income 2,351 2,320 6,880 6,026
NON-INTEREST EXPENSE
Salaries and employee benefits 3,331 2,906 10,110 9,117
Net occupancy 786 769 2,336 2,262
Equipment 517 283 1,526 1,075
Professional services 497 340 1,277 1,088
Assessment on deposits and other taxes 239 209 711 696
Data processing services 110 282 568 837
Amortization of goodwill and other intangibles 188 216 564 648
Other 1,324 1,158 4,573 3,581
-------------------------- --------------------------
Total non-interest expense 6,992 6,163 21,665 19,304
-------------------------- --------------------------
Income before federal income taxes 2,971 1,947 8,410 7,681
Income tax expense 666 264 1,764 1,747
-------------------------- --------------------------
NET INCOME $ 2,305 $ 1,683 $ 6,646 $ 5,934
Preferred stock dividends 0 0 0 (456)
-------------------------- --------------------------
Net income applicable to common stock $ 2,305 $ 1,683 $ 6,646 $ 5,478
========================== ==========================
Per common share data:
Primary earnings $ 0.34 $ 0.25 $ 0.98 $ 0.92
Fully diluted earnings $ 0.34 $ 0.25 $ 0.98 $ 0.88
Dividends declared $ 0.12 $ 0.11 $ 0.36 $ 0.33
Weighted average number of shares outstanding:
Primary 6,834,315 6,764,026 6,768,288 5,923,866
Fully diluted 6,835,631 6,771,792 6,783,663 6,767,946
</TABLE>
-4-
<PAGE> 5
SECOND BANCORP, INCORPORATED AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Unrealized
Preferred Common Treasury Holding Retained
(Dollars in thousands) Stock Stock Stock Gain (Loss) Earnings Total
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 $ 12,731 $ 14,155 $ 0 $ 2,248 $ 36,899 $ 66,033
Net income 8,552 8,552
Cash dividends declared:
Common stock ($.44 per share) (2,816) (2,816)
Preferred stock ($.75 per share) (456) (456)
Exercise of stock options 276 276
Common stock issued - dividend reinvestment plan 271 271
Conversion of preferred stock to common stock (12,700) 12,696 (4)
Redemption of preferred stock (25) (3) (28)
Purchase of treasury stock (319) (319)
Change in unrealized market value adjustment
on securities available-for-sale, net of tax (2,272) (2,272)
---------------------------------------------------------------------
Balance, December 31, 1996 6 27,398 (319) (24) 42,176 69,237
Net income 6,646 6,646
Cash dividends declared:
Common stock ($.36 per share) (2,432) (2,432)
Exercise of stock options 675 675
Discount on common stock issued
- dividend reinvestment plan 919 919
Conversion of preferred stock to common stock (4) 4 0
Redemption of preferred stock (2) (2)
Purchase of treasury stock (474) (474)
Change in unrealized market value adjustment
on securities available-for-sale, net of tax 1,903 1,903
---------------------------------------------------------------------
Balance, September 30, 1997 $ 0 $ 28,996 ($ 793) $ 1,879 $ 46,390 $ 76,472
=====================================================================
</TABLE>
-5-
<PAGE> 6
<TABLE>
<CAPTION>
SECOND BANCORP, INC. and SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended
September 30
------------
(Dollars in Thousands) 1997 1996
- ---------------------- ---- ----
OPERATING ACTIVITIES
- ------------------------------------------------------------------
<S> <C> <C>
Net Income $6,646 $5,934
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Provision for Loan Losses 2,600 4,236
Provision for Depreciation 1,035 909
Provision for Amortization of Intangibles 564 648
Amortization of Investment Discount and Premium 66 265
Deferred Income Taxes 222 (61)
Securities Gains (433) (448)
Other Gains, net (789) (398)
Increase in Interest Receivable (1,501) (134)
Decrease in Interest Payable (135) (68)
Originations of Loans Held-for-Sale (30,924) (14,100)
Proceeds from Sale of Loans Held-for-Sale 31,702 14,391
Decrease in Other Assets 1,928 140
Increase (Decrease) in Other Liabilities 14 (2,063)
---------------------------------
Net Cash Provided by Operating Activities 10,995 9,251
INVESTING ACTIVITIES
- -------------------------------------------------------------------
Proceeds from Maturities of Securities - Available-for-Sale 34,572 58,062
Proceeds from Sales of Securities - Available-for-Sale 25,713 58,343
Purchases of Securities - Available-for-Sale (101,384) (105,128)
Net Increase in Revolving Credit Receivables (5,207) (3,352)
Net Increase in Loans (2,603) (48,145)
Net Increase in Premises and Equipment (1,987) (1,446)
---------------------------------
Net Cash Used by Investing Activities (50,896) (41,666)
FINANCING ACTIVITIES
- ------------------------------------------------------------------
Net Decrease in Demand Deposits, Insured
Money Market and Interest Checking Accounts, and
Savings Deposits (12,229) (27,102)
Net Increase in Time Deposits 7,192 27,380
Net Increase in Federal Funds Purchased
and Securities Sold Under Agreements
to Repurchase 29,944 11,473
Decrease in Note Payable (2,500) 0
Net Increase in Borrowings 694 2,520
Net Advances from Federal Home Loan Bank 4,520 22,157
Cash Dividends (2,432) (2,536)
Conversion/Redemption Preferred Stock (2) (33)
Purchase of Treasury Stock (474) (319)
Issuance of Common Stock 1,594 565
---------------------------------
Net Cash Provided by Financing Activities 26,307 34,105
---------------------------------
Decrease in Cash and Cash Equivalents (13,594) 1,690
---------------------------------
Cash and Cash Equivalents at Beginning of Year 37,934 32,461
---------------------------------
Cash and Cash Equivalents at End of Period $24,340 $34,151
=================================
</TABLE>
Supplementary Cash Flow Information:
Cash paid for 1) Federal Income taxes - $2,575,000 and $2,595,000 for the nine
months ended September 30, 1997 and 1996, respectively and 2) Interest -
$25,274,000 and $23,743,000 for the nine months ended September 30, 1997 and
1996, respectively.
-6-
<PAGE> 7
SECOND BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 1997
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited 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 Article 10 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. Operating results for the three month and nine month periods
ended September 30, 1997 are not necessarily indicative of the results that may
be expected for the year ended December 31, 1997. Certain reclassifications have
been made to amounts previously reported in order to conform with current period
presentations. 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, 1996.
NOTE B - PER SHARE DATA
The per share data is based upon the weighted average number of shares,
including common stock equivalents, outstanding during the period, as restated
for the two for one stock split effective May 1, 1997.
-7-
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Second Bancorp, Incorporated, (the "Company") is a one-bank holding company
which owns The Second National Bank of Warren (the "Bank"), a Warren, Ohio based
commercial bank. Operating through twenty-six branches and one loan production
office, the Bank offers a wide range of commercial and consumer banking and
trust services primarily to business and individual customers in various
communities in a five county area in northeastern Ohio.
The Bank focuses its marketing efforts primarily on local independent and
professional firms and individuals who are the owners and principals of such
firms. The Bank has emphasized commercial lending and market area expansion.
FINANCIAL CONDITION
At September 30, 1997, the Company had consolidated total assets of $902
million, deposits of $664 million and shareholders' equity of $76 million. Since
September 30, 1996, total assets have grown by 4%. Loan growth continued in the
category of commercial loans which increased by 4% from a year ago to
approximately $311 million at September 30, 1997. Overall, loans have decreased
over the past year as the Company de-emphasizes indirect consumer lending to
area automobile dealers. The Company is also continuing to sell mortgage loan
production into the secondary mortgage market. Total earning assets have
increased by 5% and now total $847 million or 93.8% of total assets.
Funding growth has primarily been generated through retail repurchase agreements
and certificates of deposits. Retail repurchase agreement accounts have
increased, along with Federal funds purchased, to over $116 million as of
September 30, 1997 versus $98 million as of the same date in 1996. Certificate
of deposit balances have increased by $9 million and now total over $370 million
at the end of the most recent quarter.
RESULTS OF OPERATIONS
GENERAL. The Company achieved net income of $2,305,000 for the third quarter of
1997, 37% greater than the $1,683,000 earned during the same period last year.
On a per share basis, as restated to reflect the two for one stock split of May
1, 1997, fully diluted earnings for the quarter were $.34, 36% greater than the
$.25 per share reported for the third quarter of 1996. Return on average assets
(ROA) and return on average total shareholders' equity (ROE) were 1.02% and
12.35%, respectively for the third quarter of 1997 compared to .79% and 10.20%
for last year's third quarter. Earnings for the third quarter of 1996 were
adversely impacted by an increase in the provision for loan losses due to a
special allocation made to the loan loss reserve to aggressively deal with a
small but significant group of related commercial loans.
For the first nine months of 1997, net income totaled $6,646,000, or 12% greater
than the $5,934,000 reported for the first nine months of 1996. Fully diluted
earnings per share totaled $.98 for the first three quarters of 1997 versus $.88
per share for the same period in 1996.
-8-
<PAGE> 9
ASSET QUALITY. The reserve for loan losses was 1.26% of total loans at the end
of the third quarter of 1997. The reserve was 1.29% and 1.53% of total loans at
December 31, 1996 and September 30, 1996, respectively. Non-performing loans
totaled $9,014,000 as of September 30, 1997 versus $9,759,000 as of the same
date last year and $8,943,000 as of December 31, 1996. Net charge-offs averaged
an annualized .63% of average loans for the third quarter which represents an
increase from the level of .44% of average loans for the third quarter of 1996.
For the first nine months of 1997, net charge-offs were .62% of loans compared
to .50% of loans for the same period in 1996. Management continues to emphasize
credit quality in underwriting loans and expects both the charge-off an
non-performing loan ratios to improve in 1998.
NET INTEREST INCOME. Net interest income for the third quarter of 1997 increased
by 1% from the same period last year to $8,669,000. The increase came from an
increase of 7% in average earning assets to $849 million. For the first nine
months, net interest income was 2% greater than the first nine months of 1996
and totaled $25,795,000. On a year-to-date basis, the positive impact of the
increase in average earning assets was partially offset by a decline in the net
interest margin. Net interest margin was 4.36% for the first nine months of
1997, compared to 4.46% for the same period in 1996. The net interest margin for
the third quarter was 4.31% and 4.53% in 1997 and 1996, respectively. A decrease
in the loan to asset ratio is primarily responsible for the decline in the net
interest margin. Loan represent 63% of total assets at the end of the third
quarter 1997, compared to 67% a year earlier.
NON-INTEREST INCOME. Non-interest income showed significant improvement over the
past year. For the third quarter of 1997, deposit service charge income
increased by $81,000, or 12%, over the third quarter of 1996. Trust revenue was
higher by $39,000, or 7%, while other income totaled $917,000 for the third
quarter of 1997 versus $664,000 for the same period in 1996. Sales of SBA and
real estate loans as well as sales of alternative investment products helped
generate the increase in other income. Security sales for the quarter generated
$34,000 in income versus $376,000 in gains for the third quarter of 1996.
NON-INTEREST EXPENSE. The expenses for the third quarter of 1997 were 13.5%
greater than for the same period in 1996. Increases in salaries and employee
benefits (14.6%) along with equipment expense (83%) related to the companies
migration of data processing and information management systems and professional
services (46%) were the primary factors affecting the increase in expenses.
LIQUIDITY AND CAPITAL RESOURCES. The Company provides funds for asset growth,
deposit withdrawals and other liability maturities through maturing securities,
payments made on loans, and through the acquisition of new deposits. The Company
also has the ability to borrow in excess of $20 million in overnight funds
through correspondent banks to satisfy short-term liquidity needs. The Company
also uses advances from the Federal Home Loan Bank to provide funding for
growth.
Shareholders' equity has increased by 15% over the past year, with retained
earnings also increasing by 15%. Unrealized holding gains totaled $1,879,000 as
of September 30, 1997. The tier I leverage ratio was 7.93% as of September 30,
1997, up from 7.34% as of the same date in 1996. Similarly, the risk-based
capital ratio increased from 11.53% as of September 30, 1996 to 12.59% as of the
end of the most recent quarter.
-9-
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS -
The Company is subject to various pending and threatened lawsuits in which
claims for monetary damages are asserted in the ordinary course of business.
While any litigation involves an element of uncertainty, in the opinion of
management, liabilities, if any, arising from such litigation or threat thereof
will not have a material impact on the financial position or results of
operations of the Company.
ITEM 2. CHANGES IN SECURITIES - Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -
(a) - (d) Second Bancorp, Incorporated's Annual Shareholders Meeting was
held on May 13, 1997. The results of the votes (expressed in
pre-split totals) on the matters presented to shareholders were
disclosed in the Form 10-Q for the quarter ended June 30, 1997.
ITEM 5. OTHER INFORMATION - Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
The following exhibits are included herein:
(11) Statement re: computation of earnings per share
(27) Financial Data Schedule
The Corporation did not file a report on Form 8-K during the third quarter of
1997.
-10-
<PAGE> 11
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.
SECOND BANCORP, INC.
Date: November 14, 1997 /s/ David L. Kellerman
----------------- --- ----- -- ---------
David L. Kellerman, Treasurer
Signing on behalf of the registrant and as
principal accounting officer and principal
financial officer.
-11-
<PAGE> 1
SECOND BANCORP, INCORPORATED AND SUBSIDIARY
STATEMENT 11 RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------ ------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
PRIMARY:
Average shares issued 6,819,445 6,704,180 6,757,812 5,869,284
Less: Treasury shares (50,400) (3,370) (48,012) (1,132)
Net effect of dilutive stock options -
based on the treasury stock method
using average market price. 65,270 63,216 58,488 55,714
----------- ----------- ----------- -----------
6,834,315 6,764,026 6,768,288 5,923,866
Net income applicable to Common Stock $ 2,305 $ 1,683 $ 6,646 $ 5,478
Per share amount $ 0.34 $ 0.25 $ 0.98 $ 0.92
FULLY DILUTED:
Average shares issued 6,819,445 6,704,180 6,757,812 5,869,284
Less: Treasury shares (50,400) (3,370) (48,012) (1,132)
Net effect of dilutive stock options -
based on the treasury stock method
using average market price or period-
end market price, whichever is higher 66,586 68,044 73,863 69,530
Assumed conversion of $1.50 Preferred
Stock Series A-1 0 2,938 0 830,264
----------- ----------- ----------- -----------
6,835,631 6,771,792 6,783,663 6,767,946
Net income $ 2,305 $ 1,683 $ 6,646 $ 5,934
Per share amount $ 0.34 $ 0.25 $ 0.98 $ 0.88
</TABLE>
-12-
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 24,340
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 275,677
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 570,860
<ALLOWANCE> 7,213
<TOTAL-ASSETS> 902,014
<DEPOSITS> 664,360
<SHORT-TERM> 4,683
<LIABILITIES-OTHER> 6,191
<LONG-TERM> 33,677
0
0
<COMMON> 0
<OTHER-SE> 46,390
<TOTAL-LIABILITIES-AND-EQUITY> 902,014
<INTEREST-LOAN> 38,898
<INTEREST-INVEST> 11,476
<INTEREST-OTHER> 192
<INTEREST-TOTAL> 50,566
<INTEREST-DEPOSIT> 19,009
<INTEREST-EXPENSE> 24,771
<INTEREST-INCOME-NET> 25,795
<LOAN-LOSSES> 2,600
<SECURITIES-GAINS> 433
<EXPENSE-OTHER> 21,665
<INCOME-PRETAX> 8,410
<INCOME-PRE-EXTRAORDINARY> 8,410
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,646
<EPS-PRIMARY> .98
<EPS-DILUTED> .98
<YIELD-ACTUAL> 4.36
<LOANS-NON> 8,038
<LOANS-PAST> 703
<LOANS-TROUBLED> 273
<LOANS-PROBLEM> 10,827
<ALLOWANCE-OPEN> 7,300
<CHARGE-OFFS> 3,264
<RECOVERIES> 577
<ALLOWANCE-CLOSE> 7,213
<ALLOWANCE-DOMESTIC> 7,213
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
