<PAGE>
<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1996
OR
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________________ to _________________
------------------------------
COMMISSION FILE NUMBER 33-14391
------------------------------
BANCALABAMA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
63-0945419
(I.R.S. Employer Identification No.)
P.O. BOX 293
HUNTSVILLE, ALABAMA 35804
(Address and Zip Code of principal executive offices)
(205)533-5548
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year
of registrant, 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 period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes / X / No / /
The number of shares outstanding of each of the issuer's classes of capital
stock was 703,122 shares of common stock, par value $1.00, at March 31, 1996.
<PAGE>
<PAGE>2
<TABLE>
<CAPTION>
BANCALABAMA, INC., AND SUBSIDIARY
FORM 10-Q
INDEX
PAGE NUMBER
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1996 and 3
December 31, 1995
Consolidated Statements of Operations for the Three Months 5
Ended March 31, 1996 and 1995
Consolidated Statements of Cash Flows for the Three Months 6
Ended March 31, 1996 and 1995
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Items 12
Item 6. Exhibits and Reports on Form 8-K 12
</TABLE>
<PAGE>
<PAGE>3
<TABLE>
<CAPTION>
BANCALABAMA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
ASSETS
Cash and Due from Banks $ 4,276,061 $ 8,214,751
----------- -----------
Earning Assets
Federal Funds Sold $ 3,275,000 $ 3,247,000
Securities Available-for-Sale, at market value, cost of
$22,780,842 and $21,170,268 in 1996 and 1995, respectively 22,525,334 21,232,516
Loans 63,328,990 60,496,094
Less: Allowance for loan losses (618,174) (594,095)
----------- -----------
Net Loans $62,710,816 $59,901,999
----------- -----------
Total Earning Assets $88,511,150 $84,381,515
Bank Premises and Equipment, net 4,104,900 3,958,489
Accrued Interest Receivable 996,327 1,045,517
Other Real Estate and Other Loan Assets 543,997 194,000
Deferred Income Tax Benefit - 8,000
Other Assets 131,808 144,407
----------- -----------
Total Assets $98,564,243 $97,946,679
=========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
<PAGE>4
<TABLE>
<CAPTION>
BANCALABAMA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits and Interest Bearing Liabilities
Noninterest Bearing Demand Deposits $15,789,540 $14,820,619
Interest Bearing Demand Deposits 28,335,640 30,737,673
Savings deposits 2,871,692 2,593,495
Time deposits, $100,000 and over 13,090,175 11,738,312
Other time deposits 29,679,359 29,311,778
----------- -----------
Total Deposits $89,766,406 $89,201,877
Debt 834,368 856,701
----------- -----------
Total Deposits and Interest Bearing Liabilities $90,600,774 $90,058,578
Deferred Income Taxes Payable - 159,898
Accrued Expenses and Other Liabilities 722,258 609,181
----------- -----------
Total Liabilities $91,323,032 $90,827,657
----------- -----------
Stockholders' Equity
Preferred Stock, par value $1.00 per share, 500,000 authorized, $ - $ -
none issued and outstanding
Common Stock, par value $1.00 per share, 2,000,000 authorized 703,122 693,122
and 703,122 and 693,222 shares issued and outstanding at
March 31, 1996 and December 31, 1995, respectively
Additional Paid-in Capital 6,334,025 6,234,025
Unrealized Gain (Loss) on Securities Available-for-Sale,net (163,508) 37,048
Retained Earnings 367,572 154,827
----------- ----------
Total Stockholders' Equity $ 7,241,211 $ 7,119,022
----------- -----------
Total Liabilities and Stockholders' Equity $98,564,243 $97,946,679
=========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
<PAGE>5
<TABLE>
<CAPTION>
BANCALABAMA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 and 1995
(Unaudited)
1996 1995
---------- ----------
<S> <C> <C>
Interest Income
Interest and fees on loans $1,676,088 $1,311,543
Interest on securities - taxable 381,045 154,812
Interest on federal funds sold 36,287 34,746
---------- ----------
Total Interest Income $2,093,420 $1,501,101
---------- ----------
Interest Expense
Interest on deposits $ 941,132 $ 599,797
Interest on federal funds purchased 3,036 2,704
Interest on debt 17,568 22,212
---------- ----------
Total Interest Expense $ 961,736 $ 624,713
---------- ----------
Net Interest Income $1,131,684 $ 876,388
Provision for Loan Losses 59,000 90,000
---------- ----------
Net Interest Income After Provision for Loan Losses $1,072,684 $ 786,388
---------- ----------
Noninterest Income
Service charges, net of refunds $ 212,099 $ 201,934
Gain on sales of other real estate and other loan assets, net 21 43,335
Gains on sale of loans 5,107 -
Gains (Losses) on sales of securities, net 2,500 (11,110)
Other noninterest income 16,678 17,866
---------- ----------
Total Noninterest Income $ 236,405 $ 252,025
---------- ----------
Noninterest Expense
Salaries and employee benefits $ 504,196 $ 415,463
Occupancy expenses 121,312 109,635
Other noninterest expenses 352,536 399,312
---------- ----------
Total Noninterest Expense $ 978,044 $ 924,410
---------- ----------
Income before Income Taxes $ 331,045 $ 114,003
Provision for Income Taxes 118,300 52,100
---------- ----------
Net Income $ 212,745 $ 61,903
========== ==========
Earnings per share $.30 $.10
========== ==========
Weighted average shares outstanding 702,133 613,122
========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
<PAGE>6
<TABLE>
<CAPTION>
BANCALABAMA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 212,745 $ 61,903
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for Loan Losses 59,000 90,000
Depreciation 97,828 77,250
Provision for deferred income taxes - 50,000
Net discount accretion on securities (9,442) -
(Gains) losses on sales of securities, net (2,500) 11,110
Gains on sales of loans (5,107) -
Gains on sales of other real estate and other loan assets, net (21) (38,729)
Decrease (increase) in assets:
Accrued interest receivable 49,190 (60,874)
Other assets 20,599 509,353
Increase in liabilities:
Accrued expenses and other liabilities 75,486 78,892
------------- ------------
Net cash provided by operating activities $ 497,778 $ 778,905
Cash flows from investing activities:
Proceeds from sales of securities $ 1,002,500 $ 2,626,161
Proceeds from the maturities of securities 3,500,000 -
Proceeds from sales of other real estate and other loan assets 40,375 113,235
Purchase of securities (6,101,132) (5,227,954)
Loans made to customers in excess of principal collected on loans (3,258,168) (447,228)
Purchases of bank premises and equipment (244,239) (11,868)
------------- ------------
Net cash used in investing activities $ (5,060,664) $ (2,947,654)
Cash flows from financing activities:
Net proceeds from certificates of deposit $ 1,719,444 $ 5,708,459
Increase (decrease) in demand deposits and savings accounts (1,154,915) 3,281,099
Decrease in federal funds purchased - (2,980,000)
Principal payments on debt (22,333) (17,986)
Proceeds from the issuance of common stock 110,000 -
------------- ------------
Net cash provided by financing activities $ 652,196 $ 5,991,572
------------- ------------
Net Increase (Decrease) in Cash and Cash Equivalents $ (3,910,690) $ 3,822,823
Cash and Cash Equivalents - Beginning of Period 11,461,751 5,096,029
------------- ------------
Cash and Cash Equivalents - End of Period $ 7,551,061 $ 8,918,852
============= ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
<PAGE>7
BANCALABAMA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 1996
(Unaudited)
Note 1 - Summary of Significant Accounting Policies
In the opinion of Management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary for the fair
presentation of the financial position and results of operations of
BancAlabama, Inc. (the "Company").
The accounting policies followed by the Company are set forth in Note 1 of
the Company's financial statements contained in the Annual Report to
stockholders for the year ended December 31, 1995, which should be read in
conjunction with these interim financial statements.
Certain prior period amounts have been reclassified to conform with the
March 31, 1996 presentation.
Note 2
The results of operations for the three months ended March 31, 1996 and
1995 are not necessarily indicative of the results to be expected for the
full year or any other interim period.
Note 3 - Subsequent Event
On April 26, 1996, the Company and Union Planters Corporation of Memphis,
Tennessee ("UPC") executed a definitive merger agreement which calls for the
acquisition of the Company by UPC. Each outstanding share of the Company's
common stock would be exchanged for .5907 of a share of UPC common stock.
Consummation of the transaction is subject to approval by the Company's
shareholders and by regulatory authorities, among other conditions. The
transaction is expected to be completed by the fourth quarter of 1996.
<PAGE>
<PAGE>8
BANCALABAMA, INC., AND SUBSIDIARY
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
On April 26, 1996, the Company and Union Planters Corporation of Memphis,
Tennessee ("UPC") executed a definitive merger agreement which calls for the
acquisition of the Company by UPC. Each outstanding share of the Company's
common stock would be exchanged for of a .5907% share of UPC common stock. At
March 31, 1996, there was 703,122 shares of the Company's common stock
outstanding. Consummation of the transaction is subject to approval by the
Company's shareholders and by regulatory authorities, among other conditions.
The transaction is expected to be completed by the fourth quarter of 1996.
RESULTS OF OPERATIONS
During the first quarter of 1996, the Company reported net income of
$212,745, or $.30 per share, compared to net income of $61,903, or $.10 per
share, for the first quarter of 1995. The $150,842 increase in net income
for the first quarter of 1996, as compared to 1995, is attributable to
increased net interest income and a lower provision for loan losses. These
improvements were partially offset by a decrease in noninterest income, higher
noninterest expense, and an increase in the provision for income taxes, attri-
butable to the higher level of income.
The Company's net interest income for the first quarter of 1996 increased
by $255,296, or 29% as compared to the first quarter of 1995. The increase
resulted from the additional income on the interest rate spread from the
higher average balance in deposits which were utilized to increase interest
earning assets. Interest income and fees on loans increased 28% from the
first quarter of 1995 to the first quarter of 1996, while interest income on
securities increased 146% during the same period. Interest expense on
deposits increased 57% from the first quarter of 1995 to the first quarter of
1996, while interest expense on debt decreased 21% for the same period.
The average balance of securities increased 124% from the first quarter of
1995 to the first quarter of 1996, while the average balance of loans
increased 28% for the same period. The average balance of interest bearing
liabilities increased 41% from the first quarter of 1995 to the first quarter
of 1996, and the average balance of noninterest bearing deposits increased 38%
for the same period.
While the volume of interest earning assets and interest bearing
liabilities was higher in 1996, as compared to 1995, and net interest income
increased due to higher rates paid on interest bearing liabilities and
lower yields on interest earning assets, the interest rate spread declined.
The yield on the Company's interest earning assets for the first quarter of
1996 declined 33 basis points from the first quarter of 1995, while the cost
of interest bearing liabilities for the first quarter of 1995 increased by 36
basis points, resulting in a decrease in the interest rate spread of 69 basis
points.
The increase in deposits during the previous year is primarily the result
of Management's efforts to attract additional deposits to the Bank through
expanding relationships with existing customers and establishing relationships
with new customers. Competitive rates were offered on interest bearing
deposits, resulting in the large increase in time deposits. The Bank also
offered new and innovative deposit products which attracted the attention of
<PAGE>
<PAGE>9
depositors and contributed to the increase in deposits during the previous
year. This increase in deposits resulted in greater liquidity, to increase
the balance of loans and to purchase additional securities.
Noninterest income declined 6% during the first quarter of 1996, com-
pared to the first quarter of 1995, primarily due to the decrease in gains
on sales of other real estate and other loan assets. This reduction was
partially offset by a 5% increase in service charges during the first quarter
of 1996, compared to the first quarter of 1995, and a gain on sales of
securities in 1996, compared to a loss for the same period in 1995. The
reduction in gains on sales of other real estate and other loan assets
resulted from lower proceeds from sales and less gains on those sales during
the first quarter of 1996, compared to the sale of one parcel of other real
estate during the first quarter of 1995 which accounted for almost the entire
gain reported in the first quarter of 1995.
Noninterest expense increased 6% during the first quarter of 1996, compared
to the first quarter of 1995. This increase resulted substantially from higher
salaries and employee benefits, primarily due to higher levels of staffing
associated with the expansion of the real estate division in December 1995 and
the opening of the Big Cove branch in January 1996. Occupancy expenses
increased due to the opening of the Big Cove branch and the temporary
relocation of the Logan branch due to a supermarket remodeling. These
increases were offset by a $46,776 decrease in other noninterest expenses in
the first quarter of 1996 as compared to the first quarter of 1995. The most
significant component of this reduction was a $29,000 decrease in Federal
Deposit Insurance Coporation insurance premiums, which was originally
implemented during the third quarter of 1995. Legal fees associated with the
administration and collection of loans decreased approximately $19,000, with
significantly lesser reductions in correspondent banking charges, janitor,
supplies and advertising expenses. These reductions were partially offset by
increased depreciation, telephone, postage and courier expenses.
The Company recorded a provision for income taxes of $118,300 for the
first quarter of 1996, compared to a provision of $52,100 for the first
quarter of 1995. The increase in the provision results from the increase in
income before taxes.
FINANCIAL CONDITION
The total assets of the Company increased $617,564, or .6% from
$97,946,679 at December 31, 1995 to $98,564,243 at March 31, 1996. On a
consolidated basis, cash was used in investing activities with a significantly
lesser amount provided by operating and financing activities. As presented in
the consolidated statement of cash flows, proceeds from sales and maturities of
securities, as well as net proceeds from certificates of deposit, and the
issuance of common stock were used for the purchase of securities, to make
loans, and to purchase bank premises and equipment. Significantly smaller
proceeds resulted from the sales of other real estate and other loan assets as
well as smaller amounts used in principal payments on debt. Bank premises and
equipment increased as a result of the completion of the Big Cove branch and
the build-out of the second floor at the Main Office. The balance of other
real estate and other loan assets increased as a result of the transfer of
properties from nonaccrual loans which the Bank obtained through foreclosure.
<PAGE>
<PAGE>10
The amortized cost and estimated market values of securities available-
for-sale as of March 31, 1996 were as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Market Value
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. Government corporations and agencies $22,389,585 $60,118 $(316,869) $22,132,834
Obligations of states and political
subdivisions 12,420 2,445 - 14,865
Mortgage-backed securities 378,837 - (1,202) 377,635
----------- ------- --------- -----------
Total $22,780,842 $62,563 $(318,071) $22,525,334
=========== ======= ========== ===========
</TABLE>
NON-PERFORMING ASSETS
Non-performing assets include non-accrual loans, accruing loans
contractually past due 90 days or more, restructured loans, other real
estate and repossessed assets. Non-performing assets increased during the
first quarter of 1996 from a December 31, 1995 balance of $931,000 to a
March 31, 1996 balance of $1,012,000. The following table sets forth non-
performing assets of the Company:
March 31, 1996 December 31, 1995
-------------- -----------------
Accruing loans past due 90 days or more $ 234,000 $164,000
Non-Accrual loans 234,000 573,000
Restructured loans - (1) - (1)
Other real estate and other loan assets 544,000 194,000
---------- --------
Total Non-Performing Assets $1,012,000 $931,000
========== ========
- ---------------
(1) Excludes restructured loans which were renegotiated at market
interest rates.
As of March 31, 1996, the allowance for loan losses was $618,174, or .98%
of total loans. In the first quarter of 1996, the Company made additional
provisions totalling $59,000 to the allowance for loan losses, compared to a
$90,000 provision for the first quarter of 1995. Recoveries for the first
quarter of 1996 totalled $11,000, compared to recoveries of $10,000 for the
first quarter of 1995. Total charge-offs for the first quarter of 1996 were
$46,000, compared to $37,000 for the first quarter of 1995.
<PAGE>
<PAGE>11
LIQUIDITY AND CAPITAL RESOURCES
The Company continues to maintain adequate liquidity at March 31,
1996. The Company's capital at March 31, 1996, was $7,241,211, or
7.35% of total assets.
Bank holding companies are required to maintain certain levels of capital
that are a function of the level of risk of the Company's portfolio of
assets, including off-balance sheet exposures, in accordance with risk-
based capital guidelines approved by the Federal Reserve Board. The
following chart summarizes the applicable bank regulatory capital
requirements and the Bank's capital ratios at March 31, 1996:
BANK REGULATORY MINIMUM REGULATORY BANKALABAMA AT
CAPITAL REQUIREMENTS REQUIREMENT MARCH 31, 1996
- -------------------- ------------------ --------------
Tier 1 capital to risk-adjusted 4.00% 9.09%
assets
Total risk-based capital to risk- 8.00% 9.90%
adjusted assets
Tier 1 capital as a % of average 4.00% 7.22%
total assets
The Bank's capital exceeds the minimum risk-based guidelines adopted by
the Federal Reserve Board.
<PAGE>
BANCALABAMA, INC., AND SUBSIDIARY
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
See attached Exhibit Index.
(b) Reports on Form 8-K.
The Registrant did not file any Current Reports on Form
8-K during the quarter ended March 31, 1996.
<PAGE>
BANCALABAMA, INC., AND SUBSIDIARY
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.
BANCALABAMA, INC.
DATE: May 14, 1996 By: William R. Collins
--------------------------------
William R. Collins
Chief Executive Officer
DATE: May 14, 1996 By: Michael J. Williams
--------------------------------
Michael J. Williams
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description and Form 10-Q
Number Page or Method of Filing
2.1 Agreement and Plan of Merger, dated as of April 26, 1996 by and
between Union Planters Corporation, BancAlabama, Inc., and BNF
Bancorp, Inc. - I
2.2 Stock Option Agreement, dated as of April 26, 1996, issued by
BancAlabama, Inc., to Union Planters Corporation - I
3.1 Registrant's Certificate of Incorporation, as amended - A
3.2 Amendment to Registrant's Certificate of Incorporation - F
3.3 Amended and Restated Bylaws of Registrant - A
10.1 Registrant's 1989 Incentive Stock Option Plan - B*
10.2 Registrant's 1989 Nonstatutory Stock Option Plan - C*
10.3 Nonstatutory Stock Option Agreement dated January 22, 1990,
granting William R. Collins an option to purchase 20,000 shares of
the Registrant's Common Stock - C*
10.4 Incentive Stock Option Agreement dated January 22, 1990, granting
William R. Collins an option to purchase 40,000 shares of the
Registrant's Common Stock - C*
10.5 Incentive Stock Option Agreement dated January 22, 1990, granting
Jean D. Snead an option to purchase 10,000 shares of the
Registrant's Common Stock - C*
10.6 Incentive Stock Option Agreement dated September 14,1992, granting
Robert F. Harwell, Jr., an option to purchase 10,000 shares of the
Registrant's Common Stock - D*
10.7 Nonstatutory Stock Option Agreement dated December 16, 1993,
granting Michael J. Williams, an option to purchase an aggregate of
10,000 shares of the Registrant's Common Stock - E*
10.8 Addendum to Registrant's 1989 Incentive Stock Option Plan - F*
10.9 Amendment Number One to Registrant's 1989 Nonstatutory Stock Option
Plan - F*
10.10 Cancellation of Incentive Stock Option Agreement between Registrant
and William R. Collins cancelling the Incentive Stock Option
Agreement dated January 22, 1990 - F*
10.11 Cancellation of Incentive Stock Option Agreement between Registrant
and Jean D. Snead cancelling the Incentive Stock Option Agreement
dated January 22, 1990 - F*
10.12 Cancellation of Incentive Stock Option Agreement between Registrant
and Robert F. Harwell, Jr., cancelling the Incentive Stock Option
Agreement dated September 14, 1992 - F*
<PAGE>
10.13 Nonstatutory Stock Option Agreement dated February 1, 1995,
granting William R. Collins an option to purchase 40,000 shares of
the Registrant's Common Stock - F*
10.14 Nonstatutory Stock Option Agreement dated February 1, 1995,
granting Jean D. Snead an option to purchase 10,000 shares of the
Registrant's Common Stock - F*
10.15 Nonstatutory Stock Option Agreement dated February 1, 1995,
granting Robert F. Harwell, Jr., an option to purchase 10,000
shares of the Registrant's Common Stock - F*
10.16 Amendment No. 1 to the Nonstatutory Stock Option Agreement with
William R. Collins dated January 22, 1990, reducing the exercise
price of such option from $11.75 per share to $10.00 per share - F*
10.17 Nonstatutory Stock Option Agreement dated July 17, 1995, granting
Steven R. Townson an option to purchase 25,000 shares of
Registrant's Common Stock - G*
10.18 Nonstatutory Stock Option Agreement dated December 1, 1995, granting
Robert C. DeNeefe an option to purchase an aggregate of 10,000 shares
of the Registrant's Common Stock - H*
10.19 Executive Benefit Agreement between BankAlabama-Huntsville and William
R. Collins dated March 22, 1996, effective January 3, 1995 - H*
27.1 Financial Data Schedule - J
99.1 Text of press release, dated April 29, 1996, issued by BancAlabama,
Inc. - I
A Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1 under the Securities Act of
1933, File No. 33-14391.
B Incorporated by reference to exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1989, under the Securities Exchange Act of 1934.
C Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1989, under the Securities Exchange Act of 1934.
D Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1992, under the Securities Exchange Act of 1934.
E Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993, under the Securities Exchange Act of 1934.
F Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994, under the Securities Exchange Act of 1934.
G Incorporated by reference to exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995, under the Securities Exchange Act of 1934.
<PAGE>
H Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995, under the Securities Exchange Act of 1934.
I Incorporated by reference to exhibits filed with the Registrant's
Current Report on Form 8-K filed with the Commission On May 9,
1996, under the Securities Exchange Act of 1934.
J Filed herewith.
* Denotes management contract or compensatory plan or arrangement
required to be filed as an exhibit to this report.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the Form
10-Q for the quarterly period ended March 31, 1996 and interim financial
statements, and is qualified in its entirety by reference to such financial
information.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 4,276,061
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,275,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 22,780,842
<INVESTMENTS-MARKET> 22,525,334
<LOANS> 63,328,990
<ALLOWANCE> 618,174
<TOTAL-ASSETS> 98,564,243
<DEPOSITS> 89,766,406
<SHORT-TERM> 834,368
<LIABILITIES-OTHER> 722,258
<LONG-TERM> 0
0
0
<COMMON> 703,122
<OTHER-SE> 6,538,089
<TOTAL-LIABILITIES-AND-EQUITY> 98,564,243
<INTEREST-LOAN> 1,676,088
<INTEREST-INVEST> 381,045
<INTEREST-OTHER> 36,287
<INTEREST-TOTAL> 2,093,420
<INTEREST-DEPOSIT> 941,132
<INTEREST-EXPENSE> 961,736
<INTEREST-INCOME-NET> 1,131,684
<LOAN-LOSSES> 59,000
<SECURITIES-GAINS> 2,500
<EXPENSE-OTHER> 978,044
<INCOME-PRETAX> 331,045
<INCOME-PRE-EXTRAORDINARY> 331,045
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 212,745
<EPS-PRIMARY> .30
<EPS-DILUTED> .30
<YIELD-ACTUAL> 5.31
<LOANS-NON> 234,000
<LOANS-PAST> 234,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 249,215
<ALLOWANCE-OPEN> 594,095
<CHARGE-OFFS> 45,982
<RECOVERIES> 11,061
<ALLOWANCE-CLOSE> 618,174
<ALLOWANCE-DOMESTIC> 618,174
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
