PROVIDENT BANKSHARES CORP
8-K, 2000-04-21
STATE COMMERCIAL BANKS
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<PAGE> 1

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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                        ------------------------------

                                   FORM 8-K


                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        ------------------------------


       Date of Report (Date of earliest event reported): April 19, 2000



                       PROVIDENT BANKSHARES CORPORATION
              (Exact name of registrant as specified in charter)


    MARYLAND                       0-16421                       52-1518642
(State or other                  (Commission                    (IRS Employer
jurisdiction of                  File Number)                Identification No.)
 incorporation)


             114 EAST LEXINGTON STREET, BALTIMORE, MARYLAND 21202
          (Address of principal executive offices, including zip code)


       Registrant's telephone number, including area code: (410) 277-7000


                                NOT APPLICABLE
         (Former name or former address, if changed since last report)




- ------------------------------------------------------------------------------


<PAGE> 2



ITEMS 1. THROUGH 4.  NOT APPLICABLE.

ITEM 5.              OTHER EVENTS.

      On April 19, 2000, Provident  Bankshares Corporation participated
in a telephone conference call with financial analysts.  A transcript of
the conference call is attached as an Exhibit hereto.

ITEM 6.     NOT APPLICABLE.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

            a.    Financial Statements of Businesses Acquired.
                  Not Applicable

            b.    Pro forma Financial Information.
                  Not Applicable

            c.    Exhibits:  The  following  Exhibits  are  filed  as part of
                  this report:


                  EXHIBIT NO.                        DESCRIPTION
                  -----------                        -----------
                     99.1                Transcript of April 19, 2000 telephone
                                         conference call.


ITEM 8.     NOT APPLICABLE.

ITEM 9.     NOT APPLICABLE.















                                     -2-


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                                  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 hereunto duly authorized.


                                PROVIDENT BANKSHARES CORPORATION


                                By:  /s/ Peter M. Martin
                                     -----------------------------------------
                                     Peter M. Martin
                                     Chairman of the Board, President and Chief
                                     Executive Officer

Date: April 21, 2000











                                     -3-

<PAGE> 1

                              EXHIBIT INDEX



 EXHIBIT                                  DESCRIPTION
 -------                                  -----------

  99.1                   Transcript of April 19, 2000 telephone conference.




<PAGE> 2



                      PROVIDENT BANK OF MARYLAND, #696685
                        APRIL 19, 2000, 3:00 P.M., EDT
                           FINANCIAL RELATIONS BOARD
                            MODERATOR: JOHN MCNAMARA

Operator            Good morning, ladies and gentlemen, and welcome to
                    the Provident Bank of Maryland conference call. At this time
                    all participants are in a listen only mode. Later we will
                    conduct a question and answer session and instructions will
                    follow at that time. If anyone should require assistance
                    during the call, please press the star followed by the zero
                    on your touchtone phone. As a reminder ladies and gentlemen,
                    this conference is being recorded.

                    I would now like to introduce your host for today's
                    conference, Mr. John McNamara of the Financial Relations
                    Board. Please go ahead, sir.

J. McNamara         Good afternoon,  everyone, and thank you all for
                    participating on Provident's first quarter conference call.
                    By now you should have all received a copy of the press
                    release. If anyone still needs one, please call my office at
                    212/661-8030 and we'll fax you a copy immediately following
                    the call. With us on the line from management is Peter
                    Martin, Chairman and Chief Executive Officer. Peter will
                    also introduce the other members of Provident's management
                    team.

                    Before we begin, however, we would like to remind you all to
                    take note of the cautionary language regarding forward
                    looking statements contained in the press release. That same
                    language applies to comments made on this afternoon's
                    conference call. We'll begin the call with a brief update on
                    the quarter and then we will open up the line for questions.
                    And now I'll turn the call over to Peter Martin. Go ahead,
                    Peter.

P.  Martin          It is  nice to have  all of you  with us  today.  Hello, I
                    want to introduce my folks here. Dick Offits, from the
                    Office of the Chair, is head of our commercial lending and
                    credit. As you know Jack Novak is also Office of the Chair
                    and is responsible for consumer and mortgage; Lilian Kilroy
                    is responsible for marketing; Alan Grossman, responsible for
                    our investor


<PAGE> 3


                    relations; Dennis Dalliper, our CFO; and Gary Geisel, who is
                    also Office of the Chair and responsible for our community
                    banking, marketing and human resources and operations.

                    And I'm just going to, you have the press release. Earnings
                    per share did increase, it was up 15% from the first quarter
                    of 1999, .45 cents versus .39 cents and we're continuing to
                    execute our strategy of double digit increases in earnings.
                    The return on common equity was up to 14.72 versus 14.37 in
                    1999. A highlight is that we did issue with the end of
                    February $30 million in trust preferred stock, $15 million
                    of which we're using to buy back stock and $15 million paid
                    for the interest in the trust preferred and the leverage
                    give-up from the buy back.

                    We have bought back 500,000 shares so far with the proceeds
                    of the trust preferred. So we're at close to 1 million
                    shares with the program. We have 275,000 shares left.

                    We continue to work with our partners, Wal-Mart, Shopper's
                    Food Warehouse and Metro Foods, and in fact Shopper's Food
                    Warehouse and Metro have merged so we have one partner
                    instead of two there as of I think yesterday which continues
                    to allow us cost effective expansion in two prime locations.
                    We've opened several more stores. As you know we opened
                    sixteen last year, we've opened several more and we have
                    plans to continue this particularly in northern Virginia,
                    Prince George's county, throughout 2000. And as a reminder
                    to those of you who have joined us in the past are aware
                    that we have a break even on in-store locations, which is
                    eighteen months versus three to four years in traditional
                    locations. We do also open some traditional branches to back
                    up the in-store and to provide support for our commercial
                    calling efforts.
                    Now we have also continued to work on our e-commerce
                    capabilities. We are now issuing commercial debit cards. As
                    a reminder we have 130,000 retail debit cards, which is very
                    large for a bank our size, and we now have 16,000 customers
                    on either the PC banking or internet banking. They can open
                    accounts, make loan applications, make mortgage loans and of
                    course you can have your checking account through our
                    website, and you can have your checking account and bill
                    paying through our PC and internet banking.

                    So we're continuing to reach out to our customers through
                    various channels and we think that's what providing us with
                    a success in earnings. I'm going to turn it over to Dennis
                    Dalliper



<PAGE> 4
                    to go into more details in the first quarter numbers.

D. Dalliper         Thank you, Peter. Good afternoon, everyone. I'm going to
                    begin with a summary of our share performance for the first
                    quarter and then from there go on into the financial
                    highlights.

                    First to remind everyone, looking through the numbers here,
                    where we ended the quarter at 15-3/4, we're trading at
                    16-1/2 to 16 today. During the quarter our high low range
                    was 17-3/4 to 13-7/8. That compares to the 52 weeks, about
                    28-1/2 to 13-7/8. During the quarter our float average
                    volume here increased significantly to about 165,000 shares
                    per day. That compares to about 97,000 shares for the 52
                    week average. Obviously it's reflecting the activity in the
                    stock by not only mid-Atlantic but Proivdent Bank in its
                    repurchase program. Its current yield is about 4.20 and
                    common shares outstanding at 25.1 with a P/E ratio of under
                    9 at 8.75. Street estimates for the first quarter, the mean
                    from 5 estimates of our 7 market makers was .44 cents and
                    for the years remains at $1.82. During the quarter we did
                    have the initiation of coverage by Legg Mason with an
                    out-perform rating, so that now arrays out with two of our
                    followers with strong buys, three with out-perform and two
                    with neutral ratings.

                    Compared to our peer group in terms of total return for the
                    first quarter, the best performer out of any index was still
                    negative, the S&P small, small cap regional bank index, was
                    a -2.%. Provident's peer group was -8% which compares
                    directly with Provident. Provident was at a -8.3, but the
                    NASDAQ bank average was at a -9.50. Even when you compare
                    Provident with Provident's peers, out of group of 14, we
                    rank 5. So there's a good deal of dispersion in that group.
                    Certainly the entire industry shares washed out in the value
                    to growth flight here. Very few institutions showing
                    positive total returns.

                    With regard to the continuing reminder of our strategic
                    financial objectives, certainly our objectives boiled down
                    to three. We're continuing to try to build sustainable
                    quality revenues, growing earnings per share, and
                    continuously increasing returns on invested capital. With
                    that in mind as Peter had mentioned, reported EPS for the
                    quarter was .45 cents, that's an increase of 15% from the
                    first quarter of 1999, again, matching off against our
                    street estimate of .44 cents. Net income up almost 13% to
                    $11.6 million in non-interest income, fee income, if we were
                    to exclude our mortgage banking activity which I will
                    discuss in a



<PAGE> 5

                    little bit. Non-interest income increasing 16.9%. Our
                    efficiency ratio, although still high at 63.55  was a
                    significant improvement over the 65% number in the first
                    quarter of 1999.

                    Turning to return on assets, improvement of two basis points
                    there from 88 to 90 and return on equity improving from 1437
                    in the first quarter of 1999 to 1472. Net interest margin
                    improving from a very low 2.99 percent in the first quarter
                    to 3.23% in this current quarter. It was a major first
                    quarter event, so obviously the first one being margin
                    improvement. We experienced 9.5% growth in demand and money
                    market deposits which had a beneficial impact on our margin.
                    And we continued to have improved performance in our second
                    mortgage loan portfolio. However during the quarter we did
                    issue trust preferred securities. I believe that we will see
                    that the 3.23% will not be sustainable and most likely will
                    not be sustainable in the subsequent quarters here. We
                    expect our second mortgages to return to more normal yields,
                    and the leveraging of the trust preferreds will bring down
                    the margin a bit. However, net interest income will continue
                    to grow.

                    We had continued growth in core fee based revenues with
                    16.4% deposit fee income. Non-interest income, however,
                    compared to 1999 was relatively flat. We saw a growth in
                    deposit in other fee income that was offset by decline of
                    about $3.2 million in mortgage related fees. Mortgage unit
                    now is operating at a break even pace. The $30 million of
                    trust preferred issuance, $15 million of that is being used
                    to repurchase shares. We have repurchase a little under
                    500,000 shares, about $7.7 million and this is part of a $15
                    million program, so we have a little bit more yet to go.

                    The final major event in the first quarter was that we
                    canceled $85 million of fixed rate home loan debt and
                    replaced it with floating rate, non-callable home loan debt,
                    swapped through the same duration. That created an after tax
                    gain of about $770,000. The value of that trade, the value
                    of taking the gain today, was greater than the value of the
                    increased cost on the rate reset, and provided us with an
                    excellent facility to continue to build our loan loss
                    reserves.

                    Looking to net interest income now, $40,660,000, a growth
                    rate of 19.5% over 1999. We had $130 million in loan growth
                    and $380 million in deposit growth. Provision for loans was
                    up from $1.9 million to $4.3 million. Non-interest income
                    going from

<PAGE> 6

                    1999 of $15 million to $14,216,000 in the first quarter of
                    2000. Again mortgage production here being the primary
                    characteristic in non-interest income's decline from 1999.
                    Production there is at 28% of last year's level. However,
                    reduced variable costs are to a point here now where the
                    unit is at break even and we will hold the unit at break
                    even or better until that business returns, which it
                    seasonably always does. And non-interest income, although up
                    8.4% does contain significant reductions in variable costs
                    in our mortgage banking operation.

                    Looking at loans and deposits, loans here $3.1 million in
                    1999 to $3.2 million, and $83 million growth in consumer.
                    These are average balances, $45 million growth in
                    commercial. Deposits growing 11.2% from $3.4 million to $3.8
                    million, a growth of $380 million. Certificates of deposit
                    again being $324 million, but more importantly, demand
                    deposits being up $72 million. To asset quality, during the
                    period our allowance to loan losses is at $41.1 million.
                    Non-performing loans are at $26 million. Net charge offs
                    during the period were $3 million. Non-performing loans, the
                    total loans at 78 basis points and the reserve is at 1.23%
                    of loans.

                    That's what I have for the financial summary.

P. Martin           Thank you, Dennis.  We'll prepare to take questions, any
                    questions you want to ask and we'll do our best to answer
                    them.

Operator            Thank you, sir. Ladies and gentlemen, at this time,
                    if you have a question, you will need to press the one on
                    your touchtone phone and you'll hear a tone acknowledging
                    your request. Your questions will be taken in the order that
                    they are received. If your question has already been
                    answered you may remove yourself from the queue by pressing
                    the # key. Also, if you are on a speakerphone, please pick
                    up your handset before pressing the buttons. One moment
                    please for th first question.

                    Adam Barkstrom, please state your company name followed by
                    your question.

A. Barkstrom        Good afternoon gents, Adam Barkstrom from Legg Mason. I
                    had a couple of questions, Dennis and Peter. I wonder if you
                    could give a little bit more flavor on asset quality and
                    more specifically I'm curious, if there have been any
                    changes in the IHS credit and secondly, on the Genesis
                    Healthcare credit. Have there been any changes there and has
                    that line been booked on



<PAGE> 7


                    non-accurals yet.

P. Martin           Do you want to take that, Dick, or do you want me to.  I'd
                    be happy to answer it, but we'll both give you the same
                    answer.

D. Offits           I'll take it, Adam.  In terms of overall portfolio quality,
                    we continue to think we are very solid there. Healthcare
                    continues to be a portfolio that we monitor very closely. As
                    we indicated in the press release, while non-performing
                    assets were flat this quarter, we anticipate increases in
                    non-performers through the rest of the year, or at some
                    point in the year, in that specific portfolio. The rest of
                    the portfolio we are very comfortable with.

A. Barkstrom        Do you have any specific ideas as far as the increases in
                    non-accruals and/or charge offs as they relate to
                    healthcare?


D. Offits           We've got only one other credit that we're concerned about
                    at this point, and that's the other one that you mentioned.

A. Barkstrom        Genesis?

D. Offits           Yes.  There have been no changes in either of the credits
                    at this point in time.  The marketer, the banks are still
                    waiting for a plan to be submitted by Integrated and that's
                    pretty much where we are.

P. Martin           Let me just add to that.  In our portfolio, those are the
                    two credits, they happen to be healthcare and the rest of
                    our healthcare credits are good as well, but we're watching
                    those two ... well, obviously Integrated. And we're watching
                    Genesis very carefully, although quite frankly, we think
                    that the healthier situation is in Integrated and just to
                    emphasize what Dick Offits said, the rest of our portfolio
                    is very clean and in fact over 60% of the portfolio is
                    collateralized with equity in one to four family homes.

A. Barkstrom        Right.

P. Martin           We don't want to under emphasize the fact that we've got two
                    relationships we're watching closely, but we don't want to
                    overemphasize it either. Our portfolio overall is very
                    clean.

A. Barkstrom        Right, and if I read your press release correctly, the total
                    healthcare portfolio is 2.8% of total lines?

<PAGE> 8



P. Martin           That's correct.

A. Barkstrom        Alright, so the remainder of the healthcare portfolio if you
                    net out Genesis and IHS, if I'm hearing you correctly, you
                    are still pretty comfortable with the remainder of that
                    portfolio?

P. Martin           We are.

A. Barkstrom        Okay.  A couple of additional questions then I'll turn it
                    over to the next person. I was curious during the period,
                    additional broker deposits and additional consumer purchase
                    loans for first quarter.

D. Dalliper         Your question, Adam, is between the fourth and the first
                    quarter?

A. Barkstrom        Yes, I just want to know how much in additional purchased
                    consumer loans you will bid, and then how much did you ramp
                    up the brokered CD program, how much in additional brokered
                    CDs.

D. Dalliper         Actually, Adam, as you may recall, we securitized $373
                    million of second mortgages at the end of 1999. So comparing
                    the fourth quarter averages to the first quarter we are
                    actually down $118 million in purchased second mortgages and
                    correspondingly our brokered CD book is off about $20
                    million. During the first quarter our average brokered CDs
                    was about $1.4 billion, which happens to also be the average
                    of the acquired loan portfolio.

A. Barkstrom        Gotcha. But during the first quarter did you all purchase
                    any additional?

D. Offits           Oh yes. It had the effect of a growth of about $250 million.

A. Barkstrom        Okay. Because you purchased those really in pools, correct?

P. Martin           Yes, but Dennis's point was it is hard to compare fourth to
                    first because of the securitization, but we did continue to
                    purchase portfolios in the first quarter.

A. Barkstrom        Right.  I was just curious as to what that total was for
                    first quarter, if you have that number.

P. Martin           $250 million.



<PAGE> 9



A. Barkstrom        Okay, gotcha. Okay.  Thank you.

Operator            Frank Barkocy, please state your company name Followed by
                    your question.

F. Barkocy          Keefe Managers.  Good afternoon.  A couple of questions.  In
                    the press release, just to follow up on Adam's question on
                    asset quality. You're suggesting that in the healthcare
                    sector you might have additional MPAs which could lead to
                    additional charge offs. Does that suggest that we might see
                    a ramping up in your provision for loan losses from the
                    first quarter's levels?

P. Martin           Depending on our analysis of the Genesis, yes it could.
                    Again, we see Genesis as a lot stronger than IHF and so, but
                    we're going to be continually gathering more detail of the
                    Genesis situation. I mean they do have $1.1 million on
                    subordinated debt and preferred stock under the senior debt,
                    and they also have some business lines that they are
                    actively trying to sell and having some problem finding
                    buyers, or having problems finding financing for, but
                    they're valuable business lines. So we don't see those two
                    credits as analogous. Dick do you want to add anything.

D. Offits          No, that's an accurate assessment.

F. Barkocy         If that's the case if we do see some ramping up in the
                    provisions and then as you indicated some additional margin
                    pressure in subsequent quarters, not being able to sustain
                    the 23 of the first quarter, are there going to be, or do
                    you have other offsets that might enable you to sustain or
                    actually improve on the earnings momentum of the first
                    quarter?

P. Martin           We plan to maintain our momentum on earnings.  That answers
                    your question.

F. Barkocy          The question is how.

P. Martin           Well, we don't think we'll have an increased pressure for
                    loan loss reserve that's significant enough to impact our
                    earnings plans for the year at this point.

F. Barkocy          Okay, and last, how does your profitability ratios, the ROA
                    and the return on common equity and your efficiency ratio
                    compare to your peer group of I believe, fourteen banks? And
                    also, what are your targets for those ratios and over what
                    timeframe?

<PAGE> 10


P.  Martin          Compared  to our  peer  group  on  ROA,  we have
                    traditionally been anywhere from 15 to 25 basis points below
                    our peer group on ROA. However on ROE, we compare very
                    favorably on an ROE basis. I think there was another piece
                    to this? The efficiency ratio is always the subject of
                    discussion here. It is high compared to our peer group.
                    Again, it's important to realize that the company is in an
                    expansion program here and expanding our retail banking
                    franchise which has costs that go with it. In order to help
                    finance that, we do use our capital and leverage it in the
                    most efficient way and the most stable way that we can. And
                    given the large size of the leveraging program, our margins
                    are low, and that's the primary reason why our efficiency
                    ratio remains low. We continue to use leveraging to help us
                    to finance this market expansion on the retail banking side.
                    We get into ... generally a discussion of the efficiency
                    ratio ends up in a discussion of operating expenses.
                    Compared to our peer group, our average expense per employee
                    compares quite favorably, to about $2,500 per employee lower
                    than our peer group. There's a great deal of cost associated
                    with opening these many branches that we have, particularly
                    all the mechanics that go into it. So we are financing that
                    in our operating expenses and paying for it using our
                    leverage program. And that has the impact of lowering our
                    margin and lowering our ROA.

D. Offits           And lowering our efficiency ratio, I mean raising our
                    efficiency ratio. I mean they are all part of the same
                    calculation. We stress earnings per share and return on
                    equity, and we've done very well over, well over five years,
                    we've done extremely well in every year. And we consistently
                    say that we do stress ROE and earnings per share and we make
                    decisions that are not particularly like leveraging, that
                    don't particularly impact ROA well, but that's our choice,
                    because we think ROE and earnings per share is more
                    important to the value of the franchise and the shares. And
                    I think it's very important to note that if you do compare
                    costs per employee, we do quite well, because we do
                    emphasize control of costs. So our growth and earnings per
                    share has gone from .88 cents in 1995 to $1.67 in 1999. And
                    the return on common equity has gone from 10.9% in 1995 to
                    14.6%. We intend to continue that performance. So that's the
                    answer on the efficiency ratio.

F. Barkocy          Your specific targets for those ratios and over what
                    timeframe?

P. Martin           ROE is to get into the 15 to 18 territory.  I am very
                    reluctant to


<PAGE> 11


                    start placing targets on earnings performance going forward.
                    Let's just suffice it to say here that the market expansion
                    is going to take out the leveraging program over time. And
                    that process will lead to ROAs that will be much higher than
                    they are today, and ROEs that will be much higher. That is
                    our long term plan. The replacement of borrowed money with
                    core deposits and the replacement of acquired loans with
                    self-generated loans is what's in this whole program for
                    bank expansion. And that's the goal at the end of the day.

F. Barkocy          Thank you, gentlemen.

P. Martin           Thank you.

Operator            Derek Statkevicus, please state your company name, followed
                    by your question.

D. Statkevicus      Hi, this is Derek Statkevicus from KBW.  Actually I have two
                    questions. Number one, looking at net charge offs in the
                    consumer line items, I see a trend of five quarters of kind
                    of steadily increasing charge offs. I wonder if you could
                    (A) shed some light on why that's happening and then (B)
                    kind of explain where we may see that go forward. And then
                    my second question is going to be, looking at non-interest
                    revenues, the service charge on deposits line item, although
                    deposit growth seems to be pretty good, that specific line
                    item was down from the fourth quarter and actually down from
                    the third quarter as well. So I just wonder if you could
                    shed some light on that. Thanks.

                    J. Novak Derek, this is Jack Novak. I'll talk about the
                    consumer charge offs and I think Gary will handle the other
                    question. The consumer charge offs in absolute numbers
                    actually have increased slightly over that period time,
                    basically because of the dramatic growth in the acquired
                    portfolio. All other portfolios are performing either the
                    same as or better than they had been before. And very
                    honestly I think that you will continue to see an absolute
                    dollar increase of slight magnitude, based once again on the
                    fact that we have been very aggressive in that portfolio.
                    But once again, you look at what those numbers are relative
                    to the outstandings, the net charge off and basis points is
                    extremely low compared to what that industry average is.

D. Statkevicus      Okay.



<PAGE> 12



G. Geisel           Derek, it's Gary Geisel speaking to your deposits service
                    charges. We're pretty pleased actually, both with our
                    deposit growth as well as the growth in deposit service
                    fees. I mean from year to year we're up about 16% in just
                    what we would call core deposit service fees in this
                    portfolio. And that's about $1.2 million on a base that was
                    at about $7.5 million last year at this time for the
                    quarter. So I'm not sure I understood your question.

D. Statkevicus      Well, again, it just seems that with deposits continuing to
                    grow, you know quarter over quarter, at least core deposits,
                    I just would have expected to see service charges continue
                    to increase along with that, at least modestly, you know,
                    rather than decrease this quarter versus the fourth quarter.
                    But apparently there's other factors involved so.

G. Geisel           Right, I'm quoting from first quarter to first quarter and
                    I don't have fourth quarter in front of me. Now that we're
                    hitting our targets for the first quarter and I can't ...

P.  Martin          I think we better ... you have to give us an opportunity to
                    look at the fourth quarter, the first quarter on deposits,
                    service charge, Derek, I believe we are increasing deposit
                    service charges, so that's ... one thing that we are not
                    increasing is investment products, investment fees, because
                    the market's not as good for investment fees. So I think
                    we'd like to get back to you on that because it is sort of
                    confusing to us. We don't agree with that so we'll have to
                    loo at the numbers.

D. Statkevicus      That's fine.  Thank you very much.

Operator            Ladies and gentleman, if there are any additional questions,
                    please press the 1 at this time. Remember to pick up your
                    hand set before pressing the buttons. One moment please.

                    Brian Harvey,  please state your company name followed by
                    your question.

B. Harvey           Yes, Brian Harvey with Fox Pitt Kelton.  First couple of
                    questions, one on the tax rate. I think it's down to 31% on
                    an FTE basis. Second question is CNI loan portfolio's down
                    link quarter and I think down from the third quarter as
                    well, I just wonder what's driving some of those and what
                    you're seeing in the pipeline going forward. And then the
                    last bit is on the indirect auto business, just how is that
                    going and just give us an update on that business.


<PAGE> 13


P. Martin           Dennis, why don't you take the tax  question and Dick Offits
                    the CNI and Jack Novak the indirect auto.

D. Dalliper         The lowering of our tax rate is coming from the institution
                    of PB REIT, Inc. and last year which provides federal tax
                    benefits on our second mortgage portfolio. That rate should
                    stay stable at that level going forward. You should not see
                    that improve much from that 31% going in subsequent
                    quarters, Brian.

B. Harvey           Okay, so that's sustainable for all of 2000?

D. Dalliper         We think so.

D. Offits           Brian, CNI, we were down this quarter, it was relatively
                    flat. We actually managed a couple of credits out in
                    healthcare and had a couple of payoffs on the syndicated
                    side, again, where we opted out of a credit based on
                    pricing. There has been some fairly predatory pricing on a
                    couple of the larger deals and we quite frankly asked out of
                    two on the pricing side.

B. Harvey           And what are you seeing in terms of the pipeline as we head
                    out to the second quarter?

D. Offits           Very, very strong in real estate and picking up on
                    commercial. In fact we did a little bit of booking very late
                    in the quarter and in early April in CNI.

B. Harvey           Okay great.

J. Novak            Brian, this is Jack Novak, on the indirect auto. We have
                    actually had reduction in the outstandings on indirect auto
                    and that's by design. We went through a complete remodeling
                    of the product if you will. We changed the mix, we reduced
                    operating expenses by over a third, asset quality has always
                    been fantastic in this product, and we've also managed to
                    put down into the market a product where we can get fee
                    income on. And as a matter of fact, we are extremely happy
                    right now with the progress that indirect auto has made and
                    actually if you look at it on a year to year basis, actually
                    incrementally accrued profitability within the organization
                    by over a half million dollars.

B. Harvey           Okay great.

Operator            Adam Barkstrom, please state your question.


<PAGE> 14


A. Barkstrom        Yes, just a couple of follow-ups, if I could.  Dennis, I was
                    wondering if, first question, if you could give us a little
                    bit more flavor on the extinguishment of debt, the gain that
                    was recognized for first quarter, the $770 million, why that
                    was done, how it was done, and how the gain was recognized.
                    And then secondly, a few more details on the provision
                    levels for first quarter, 4.3 relatively to last year those
                    levels were noticeably higher and I just wanted to hear some
                    further detail on that if you would.

D. Dalliper         Okay, well first the gain was $770,000, not million and ...

A. Barkstrom        I'm sorry about that.

D. Dalliper         We wish.

A. Barkstrom        Don't we all.

D. Dalliper         Yes, that would be a nice efficiency ratio, wouldn't it.

A. Barkstrom        Absolutely.

D. Dalliper         The transaction was, we had $85 million of fixed rate home
                    loan debt, that when we looked at where swap rates were and
                    where the home loan's floating rate debt was, and it's
                    non-callable, it provided us with the opportunity to cancel
                    that debt, which you can do. Cancel that debt, and then
                    reissued in the floating rate product and then put on
                    interest rate swaps to swap it to the same duration as the
                    original debt. Do you follow me there?

A. Barkstrom        Yes, I got you. I guess I'm curious as to why there is a
                    gain there.  Is that just an inefficiency in the market
                    right now?

D. Dalliper         Yes, the desire on the behalf of the Home Loan has priced
                    their floating rate debt much cheaper. And we were able to
                    take that with the combination of the swap and we didn't
                    lower our borrowing costs, obviously the rate is higher all
                    in, swap rates being where they are, but the present value
                    of taking this gain beat that incremental cost.

A. Barkstrom        Was the term on the swap the same as the term on the debt.

D. Dalliper         Yes, matched duration.


<PAGE> 15


A. Barkstrom        Okay.

D. Dalliper         Again, this is a transaction where, if available, we'll
                    continue to look at these capital market kind of
                    opportunities where we are not going to assume any more
                    credit or interest rate risks, but where gain opportunities
                    are available to us to build our loan loss reserve, we are
                    going to continue to evaluate those.

A. Barkstrom        Gotcha.

D. Dalliper         Second was on provisions?  Could you repeat that one, Adam?

A. Barkstrom        Sure, yes, I was curious first quarter provisions, $4.3
                    million. That was significantly ahead of our estimates and
                    significantly ahead of quarterly levels all of last year.
                    I'm just curious as to why that number's so high for first
                    quarter.

D. Dalliper         Because we have the increase in non-performers and we have
                    the two relationships that we're looking at. We're beginning
                    to build a reserve. We have that in our plan for the year, a
                    reserve.

A. Barkstrom        Now as I understand Genesis has not been put on non-accrual
                    yet, is that true?

D. Dalliper         That is correct.

A. Barkstrom        Okay, thank you.

D. Dalliper         You're welcome.

Operator            David West, please state your company name followed by your
                    question.

D. West             The Davenport and Company.  Good afternoon.  Looking at the
                    average balances, you can see the securitization very well,
                    and I just wanted to make sure I understood. As far as the
                    leveraging of the trust preferred, was that done primarily
                    through purchasing mortgage backed securities?

P. Martin           It's a $30 million transaction was the trust preferred and
                    we're splitting it in half. We are buying back shares with
                    one half and we're using the other half to put investments
                    on. Yes, it's mortgage backed securities, David, and a
                    little bit of acquired loans.

D. West             Okay.  And that, do you feel like you've effectively
                    leveraged that at this point in time?

J. Novak            Yes, we have. And we were as a matter of fact, we don't want
                    to say we're issuing trust preferred using $15 million just
                    to leverage up. Our forecast showed that we were going to
                    need approximately $10 million in capital anyway on out
                    through the year. So we just got it done and it appears in
                    hindsight that it was a good time to get it done, because
                    now there is little liquidity in that market.
D. West             Given that during the month of March you would have had an
                    opportunity I guess to largely get these transactions in
                    place, could you talk a little bit about what your net
                    interest margin was in the March month versus the quarter,
                    because it seems like that might be a better run rate if you
                    will going forward.
P. Martin           Yes, it was, let's see, give me a second here.  The net
                    interest margin for the month of March was at 3.12, but
                    again that had some extraordinary items, I would say that
                    the impact of the leveraging is about 5-6 basis points on
                    the run rate going forward.
D. West             All right, thanks very much.

P. Martin           Yes sir.  Thank you.

Operator            Ladies and gentlemen, at this time there are no further
                    questions. Please continue with any closing comments.

P. Martin           Thank you for participating with us and we hope you've got
                    all the information you need. But you are well aware that
                    we're very receptive to phone calls. We're happy to send you
                    any information that we haven't provided that you want
                    today, Derek, we'll get back to you with an answer on the
                    deposit service fees because we believe they have increased
                    so we need to get that straightened out. So thank you.

Operator            Ladies and gentlemen, that does conclude our conference for
                    today. You may all disconnect and thank you for
                    participating.





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