<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________to___________________
Commission File Number: 0-18187
BANKERS CORP.
______________________________________________________
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-3257724
________________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
210 SMITH STREET, PERTH AMBOY, NEW JERSEY 08861
________________________________________________
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 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
____ ____
SHARES OUTSTANDING ON MAY 7, 1996
COMMON STOCK, $.01 PAR VALUE - 12,584,718 SHARES
<PAGE> 2
BANKERS CORP.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Statements of Condition at March 31,1996
and December 31, 1995 (Unaudited) . . . . . . . . . . . . . . 3
Consolidated Statements of Income for the Three Months
Ended March 31, 1996 and 1995 (Unaudited) . . . . . . . . . . 4
Consolidated Statements of Changes in Stockholders' Equity
for the Three Months Ended March 31, 1996 (Unaudited) . . . . 5
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1996 and 1995 (Unaudited). . . . . . . 6
Notes to Unaudited Consolidated Financial Statements. . . . . 7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . 7
PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . .11
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 13
<PAGE> 3
<TABLE>
<CAPTION>
BANKERS CORP AND SUBSIDIARY
Consolidated Statements of Condition
(In Thousands)
At
March 31, December 31,
1996 1995
<S> <C> <C>
Assets (unaudited)
Cash on hand and due from banks . . . . . . . . . . . . . $ 13,100 $ 23,337
Securities available for sale . . . . . . . . . . . . . . 34,128 0
Investment securities, held to maturity, estimated
market value of $66,187 and $67,735 at March 31,
1996 and December 31, 1995, respectively. . . . . . . 65,759 66,831
Mortgage and asset-backed securities, held to maturity,
estimated market value of $439,897 and $463,116 at
March 31, 1996 and Dec. 31, 1995, respectively. . . . 437,807 460,574
Loans net of unearned income and premiums . . . . . . . . 1,334,236 1,321,396
Less: Allowance for loan losses . . . . . . . . . . . 7,531 8,137
__________ ___________
Net loans . . . . . . . . . . . . . . . . . . . . . . 1,326,705 1,313,259
Banking premises, furniture and equipment, net. . . . . . 11,238 11,357
Accrued interest receivable . . . . . . . . . . . . . . . 13,846 13,090
Intangible assets, net of accumulated amortization of
$8,130 and $7,931 at March 31, 1996 and
December 31, 1995, respectively . . . . . . . . . . . 3,911 4,110
Other Real Estate Owned, net (OREO) . . . . . . . . . . . 5,254 6,057
Other assets . . . . .. . . . . . . . . . . . . . . . . . 3,780 3,300
___________ ___________
Total assets . . . . . . . . . . . . . . . . . . 1,915,528 1,901,915
___________ ___________
___________ ___________
Liabilities and Stockholders' Equity
Due to depositors:
Interest bearing. . . . . . . . . . . . . . . . . . . 1,588,170 1,581,094
Non-interest bearing. . . . . . . . . . . . . . . . . 45,495 50,160
__________ ___________
Total deposits . . . . . . . . . . . . . . . . . 1,633,665 1,631,254
Short term borrowings . . . . . . . . . . . . . . . . . . 72,457 67,245
Mortgage escrow deposits. . . . . . . . . . . . . . . . . 11,227 10,078
Income taxes payable. . . . . . . . . . . . . . . . . . . 4,363 869
Other liabilities. .. . . . . . . . . . . . . . . . . . . 5,917 5,531
___________ ___________
Total liabilities. . . . . . . . . . . . . . . . 1,727,629 1,714,977
___________ ___________
___________ ___________
Stockholders' equity:
Preferred stock, authorized 10,000,000 shares
None issued
Common stock, par value $.01: 20,000,000 shares
authorized, 14,269,200 shares issued . . . . . . 143 143
Additional paid-in capital . . . . . . . . . . . 101,138 101,138
Retained earnings . . . . . . . . . . . . . . . . . . . . 105,541 101,592
Less:
Unallocated Common stock held by the ESOP . . . . . . 502 621
Common stock in treasury, at cost: 1,474,982
shares and 1,347,043 shares, respectively. . . . 17,811 15,314
Net unrealized losses on securities available
for sale, net of tax . . . . . . . . . . . . . . 610 0
___________ ___________
Total stockholders' equity. . . . . . . . 187,899 186,938
___________ ___________
Total liabilities and stockholders' equity . . . $1,915,528 $1,901,915
___________ ___________
___________ ___________
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
BANKERS CORP AND SUBSIDIARY
Consolidated Statements of Income
(In Thousands, Except Per Share Data)
Three Months Ended
March 31,
1996 1995
---- ----
<S> <C> <C>
Interest income: (Unaudited)
Real estate loans . . . . . . . . . . . . . $ 24,214 $21,589
Other loans . . . . . . . . . . . . . . . . 1,161 1,221
Mortgage and asset-backed securities. . . . 7,485 6,552
Investment securities-taxable . . . . . . . 1,514 1,517
Municipals-nontaxable . . . . . . . . . . . 15 15
Federal funds sold. . . . . . . . . . . . . 21 20
________ ________
Total interest income . . . . . . . . . . . 34,410 30,914
________ ________
Interest expense:
Interest on deposits. . . . . . . . . . . . 18,602 15,271
Short term borrowings . . . . . . . . . . . 798 1,262
________ ________
Total interest expense. . . . . . . . . . . 19,400 16,533
________ ________
Net interest income . . . . . . . . . . . . . . 15,010 14,381
Provision for loan losses . . . . . . . . . . . 900 1,000
________ ________
Net interest income after provision
for loan losses . . . . . . . . . . . . . . 14,110 13,381
________ ________
Other income:
Fees and service charges. . . . . . . . . . 483 566
Gains (losses) on securities transactions . 0 (10)
Gains(losses) on loans . . . . . . . . . . 5 1
Other income . . . . . . . . . . . . . . . 39 55
_________ ________
Total other income. . . . . . . . . . . . . 527 612
_________ ________
Other expense:
Salaries and employee benefits. . . . . . . 2,262 2,245
Occupancy expense . . . . . . . . . . . . . 727 739
FDIC Insurance premium. . . . . . . . . . . 348 816
Amortization of intangibles . . . . . . . . 199 234
Net (gains) losses and expenses on OREO . . 230 325
Other operating expense . . . . . . . . . . 1,170 1,119
________ ________
Total other expenses. . . . . . . . . . . . 4,936 5,478
________ ________
Income before income tax expense. . . . . . . . 9,701 8,515
Income tax expense. . . . . . . . . . . . . . . 3,494 3,063
________ ________
Net income. . . . . . . . . . . . . . . . . . . $ 6,207 $ 5,452
________ ________
________ ________
Primary earnings per share. . . . . . . . . . . $ 0.47 $ 0.41
Fully diluted earnings per share. . . . . . . . 0.47 0.41
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
BANKERS CORP AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders' Equity
Three Months Ended March 31, 1996
(Unaudited)
(In Thousands)
Net Unrealized
Unallocated Losses on Total
Additional Common Securities Stock-
Common Paid-In Retained Stock Held Treasury Available Holders'
Stock Capital Earnings by the ESOP Stock For Sale Equity
------ --------- -------- ------------ -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at Dec. 31, 1995 $ 143 $101,138 $101,592 $ (621) $(15,314) $ 0 $186,938
Net Income --- --- 6,207 --- --- --- 6,207
Cash Dividends --- --- (1,802) --- --- --- (1,802)
Exercise of Stock Options --- --- (456) --- 650 --- 194
Treasury Stock acquired, net --- --- --- --- (3,147) --- (3,147)
Allocation of ESOP shares --- --- --- 119 --- --- 119
Increase in unrealized losses
on securities available for
sale, net of tax --- --- --- --- --- (610) (610)
______________________________________________________________________________________________________________________
Balance at March 31, 1996 $143 $101,138 $105,541 $ (502) $(17,811) $(610) $187,899
______________________________________________________________________________________________________________________
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
BANKERS CORP AND SUBSIDIARY
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1996 and 1995
(In Thousands)
1996 1995
---- ----
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,207 $ 5,452
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . 244 303
Provision for loan losses. . . . . . . . . . . . . . . . . 900 1,000
Provision for uncollectible interest receivable. . . . . . 617 767
Net amortization of deferred fees, discounts
and premiums on loans . . . . . . . . . . . . . . . . . . 3 116
Origination of loans available for sale. . . . . . . . . . (495) (583)
Proceeds from sale of loans available for sale . . . . . . 360 459
Net gains on sale of loans available for sale. . . . . . . (5) (1)
Net (accretion) amortization of premiums and discounts
on securities . . . . . . . . . . . . . . . . . . . . . . (31) (422)
Net losses on the sale of securities available for sale. . 0 10
Net decrease in OREO from sales and losses . . . . . . . . 2,508 1,656
Amortization of ESOP & MRPs. . . . . . . . . . . . . . . . 119 172
Amortization of intangibles. . . . . . . . . . . . . . . . 199 235
Increase in accrued interest receivable. . . . . . . . . . (1,373) (888)
(Increase) decrease in other assets. . . . . . . . . . . . (122) 975
Increase in mortgage escrow deposits . . . . . . . . . . . 1,149 511
Increase in other liabilities & income taxes payable . . . 3,893 2,795
__________ __________
Net cash provided by operating activities 14,173 12,557
__________ __________
Cash flows from investing activities:
Purchase of loans . . . . . . . . . . . . . . . . . . . . (45,636) (35,640)
Net decrease in loans . . . . . . . . . . . . . . . . . . 29,722 11,757
Purchase of mortgage & asset-backed securities
held to maturity . . . . . . . . . . . . . . . . . . . . (6,153) 0
Principal payments of mortgage & asset-backed securities. 28,968 13,834
Purchase of investment securities held to maturity. . . . (1,991) (4,925)
Proceeds from maturities and calls of investment
securities held to maturity . . . . . . . . . . . . . . 3,050 7,150
Purchase of securities available for sale . . . . . . . . (35,099) (1,929)
Proceeds from sale of securities available for sale . . . 0 1,919
Banking premises, furniture & equipment expenditures. . . (125) (123)
__________ _________
Net cash used in investing activities . . . . . . . . (27,264) (7,957)
__________ _________
Cash flows from financing activities:
Treasury stock purchases . . . . . . . . . . . . . . . . (3,147) (638)
Net increase (decrease) in demand and savings deposits. . 22,362 (14,212)
Net (decrease) increase in time deposits . . . . . . . . (19,951) 63,010
Net increase (decrease) in short term borrowings. . . . . 5,212 (38,187)
Dividends paid . . . . . . . . . . . . . . . . . . . . . (1,816) (1,541)
Exercise of stock options, net. . . . . . . . . . . . . . 194 0
__________ _________
Net cash provided by financing activities . . . . . . . . 2,854 8,432
__________ _________
(Decrease)increase in cash and cash equivalents . . . . . (10,237) 13,032
Cash and cash equivalents at beginning of year . . . . . 23,337 18,460
__________ _________
Cash and cash equivalents at end of period . . . . . . . $ 13,100 $ 31,492
__________ _________
__________ _________
Cash paid during the year for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . 19,359 16,607
Income taxes. . . . . . . . . . . . . . . . . . . . . . . 0 0
Supplemental schedule of noncash investing and financing
activities:
Real estate acquired in settlement of loans . . . . . . . 1,705 1,474
Loans held to maturity reclassified as loans available
for sale . . . . . . . . . . . . . . . . . . . . . . . . 501 0
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE> 7
BANKERS CORP AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
Basis of Presentation
The accompanying unaudited consolidated financial statements include the
accounts of Bankers Corp. (the Corporation) and its wholly-owned subsidiary
Bankers Savings (the Bank) and its inactive wholly-owned subsidiary, PASI
Development, Incorporated. All inter-company balances and transactions have
been eliminated in the consolidated financial statements. These 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. For further
information refer to the financial statements and notes for the year ended
December 31, 1995 included in the Form 10-K, as filed with the SEC. In the
opinion of management, all adjustments (consisting of only normal recurring
accruals) necessary for a fair presentation have been included.
The results of operations for the three months ended March 31,1996 are not
necessarily indicative of results that may be expected for the entire fiscal
year ended December 31, 1996.
Primary and fully diluted earnings per share for the three month periods in 1996
and 1995 were calculated by dividing net earnings by weighted average shares of
common stock and common stock equivalents using the treasury stock method.
Stock options are regarded as common stock equivalents and are therefore
considered in both primary and fully diluted earnings per share calculations.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
Financial Condition
- -------------------
Total assets increased during the first three months of 1996 by $13.6 million
or .72% to $1.916 billion.
Total loans during the first three months of 1996 increased $12.8 million or
.97% to $1.334 billion at March 31, 1996. Mortgage loan originations and loan
purchases totaled $45.8 million for the first three months of 1996.
During the first quarter of 1996, the Bank purchased, as available for sale,
U.S. Treasury Notes having an aggregate market value of $34.1 million at
March 31, 1996. There were no securities available for sale at December 31,
1995.
Total mortgage and asset backed securities decreased by $22.8 million or 4.9% to
$437.8 million at March 31, 1996.
Total deposits excluding escrow deposits increased by $2.4 million or .15% to
$1.634 billion at March 31, 1996.
The short term borrowings comprised of federal funds purchased and securities
sold under agreements to repurchase increased by $5.2 million or 7.8% to $72.5
million at March 31, 1996.
Results of Operations
- ---------------------
Bankers Corp. net income for the three month period ended March 31, 1996,
compared to the same period a year ago, increased $755,000 or 13.8%.
Earnings per share (EPS)on a fully diluted basis increased 14.6% to $0.47 for
the first quarter of 1996 compared with $0.41 for the first quarter of 1995.
The increase in EPS was due to an increase in earnings
<PAGE> 8
Management's Discussion and Analysis of
Financial Condition and Results of Operations (cont'd)
------------------------------------------------------
and partially the result of treasury stock purchases of approximately 185,000
shares, during the past three months, under the Corporation's last repurchase
plan.
Total interest income increased by $3.5 million or 11.3% for the three month
period ended March 31, 1996 compared to the same period a year ago. This
increase was primarily due to the growth of earning assets and increased yields.
Total interest expense increased $2.9 million or 17.3% for the period ended
March 31, 1996 compared to the same period in 1995. Interest expense on deposits
for the three month period ended March 31, 1996 increased by $3.3 million or
21.8% compared to the same period last year. This increase was primarily due to
an increase in average rates paid and higher average deposit balances. Interest
expense on borrowing for the three month period ended March 31, 1996 decreased
$464,000 or 36.8% compared to the same period last year. This decrease is
attributable to a decrease in average short term borrowing balances.
Net interest income increased by $629,000 or 4.4% for the three months ended
March 31, 1996 compared to the same period last year. The increase in net
interest income for the three month period was primarily due to the growth in
earning assets partially offset by a decrease in the interest rate spread.
Total other income for the three month period ended March 31, 1996, decreased
$85,000 compared to the same period last year. Gains on the sale of loans
increased $4,000, for the three month period ended March 31, 1996, compared to
the three month period ended March 31, 1995. Fees, service charges and other
income decreased $99,000 or 15.9% for the three months ended March 31, 1996
compared to the same period last year. The decrease in fees, service charges
and other income is primarily due to a reduction of commissions received on
mortgage life and disability insurance along with a reduction of service
charges on demand deposit accounts and NOW accounts.
Total other expenses for the three month period ending March 31, 1996 decreased
$542,000 or 9.9% compared to the same period a year ago. The FDIC insurance
premium for the three month period ended March 31, 1996 decreased $468,000 or
57.4% compared to the same period in 1995. The decrease in the FDIC insurance
premium resulted from a reduced insurance premium on our deposits insured under
the FDIC's Bank Insurance Fund, ("BIF") from 23 basis points to 0 basis
points. The premium paid on our deposits insured under the FDIC's Savings
Association Fund ("SAIF") remained at 23 basis points. The SAIF deposits
represent approximately 37% of total deposits at March 31, 1996. Amortization of
intangibles for the three month period ended March 31, 1996 decreased $35,000
or 15.0% compared to the same period last year. Occupancy expense decreased
$12,000 or 1.6% compared to the same period last year. Net losses and expenses
on OREO decreased $95,000 for the three month period ended March 31, 1996
compared to the same period last year. Salaries, employee benefits and other
operating expenses for the three month period ended March 31, 1996 increased
$68,000 or 2.0% compared to the same period last year.
Non-Performing Assets
- ---------------------
Non-performing assets which include non-accrual loans, loans past due 90 days or
more and still accruing, and other real estate owned decreased to $30.4 million
during the last twelve months reflecting a decrease of $7.0 million or 18.7%
compared to $37.4 million at March 31, 1995.
<PAGE> 9
Management's Discussion and Analysis of
Financial Condition and Results of Operations (cont'd)
------------------------------------------------------
The following table sets forth information with respect to certain non-
performing assets for the quarters ended March 31, 1995 through March 31, 1996:
<TABLE>
<CAPTION>
(In Thousands)
At
Mar. 31, Dec. 31, Sept.30, June 30, Mar. 31,
1996 1995 1995 1995 1995
________ ________ _______ _______ _______
<S> <C> <C> <C> <C> <C>
Non-accrual loans . . . . . . . . . . . . . . . $23,062 $24,947 $25,603 $27,283 $29,937
Loans 90 days or more past due and still
accruing . . . . . . . . . . . . . . . . . . . 2,050 1,446 1,708 3,165 2,907
_______ _______ _______ _______ _______
Total non-performing loans. . . . . . . . . . 25,112 26,393 27,311 30,448 32,844
_______ _______ _______ _______ _______
Other real estate owned . . . . . . . . . . . . 5,761 6,407 6,745 5,757 5,053
Less allowance for other real estate owned. . 507 350 241 321 524
_______ _______ _______ _______ _______
Total other real estate owned . . . . . . . . 5,254 6,057 6,504 5,436 4,529
_______ _______ _______ _______ _______
Total non-performing assets . . . . . . . . . $30,366 $32,450 $33,815 $35,884 $37,373
_______ _______ _______ _______ _______
_______ _______ _______ _______ _______
Non-performing assets to total assets . . . . . 1.59% 1.71% 1.80% 1.99% 2.11%
Non-performing loans to total loans . . . . . . 1.88% 2.00% 2.08% 2.37% 2.63%
</TABLE>
The following table provides a further breakdown of Bankers Savings non-
performing loans by type of property securing the loan for the quarters ended
March 31, 1995 through March 31, 1996.
<TABLE>
<CAPTION>
(In Thousands)
At
Mar. 31, Dec. 31 Sept. 30, June 30, March 31,
1996 1995 1995 1995 1995
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
Mortgage and Home Equity Loans:
1-4 Family residential. . . . . . . $22,819 $23,455 $24,453 $26,533 $27,838
Construction. . . . . . . . . . . . 822 578 563 563 710
Commercial and multi-family . . . . 1,439 2,326 2,278 3,336 4,277
Consumer and other loans. . . . . . . 32 34 17 16 19
_______ _______ _______ _______ _______
Total non-performing loans. . . . . $25,112 $26,393 $27,311 $30,448 $32,844
_______ _______ _______ _______ _______
_______ _______ _______ _______ _______
</TABLE>
Non-performing loans are primarily secured by 1-4 family residential properties
which represent $22.8 million or 90.9% of the total at March 31, 1996. The
remainder of the non-performing loans include $1.2 million and $223,000 of
loans secured by multi-family dwellings and non-residential properties,
respectively, $822,000 in construction loans and $32,000 in consumer loans.
Non-performing loans at March 31, 1996 secured by real estate totaled 223
loans for an average balance of $112,000.
Liquidity and Capital Resources
- -------------------------------
The Bank's liquidity is a measure of its ability to fund loans, withdrawals
of deposits, and other cash out flows in a cost-effective manner. The Bank's
principal sources of funds are deposits, scheduled amortization and prepayments
of loans and mortgage-backed securities, sales of loans available for sale,
borrowings, maturities of investment securities and short term investments
and other funds provided by operations. While scheduled loan payments and
maturing investments are a relatively predictable source of funds, deposit
flows and loan prepayments are greatly influenced by general interest
rates, economic conditions and competition.
The most significant sources of funds for the first three months of 1996 and
1995 were the return of principal on mortgage loans and mortgage-backed
securities due to loan prepayments. Other significant sources of funds during
1996 were the net increase in short-term borrowings and the net increase in
demand and savings deposits. Other
<PAGE> 10
Management's Discussion and Analysis of
Financial Condition and Results of Operations (cont'd)
------------------------------------------------------
significant sources of funds during 1995 were the net increase in time deposits
and the proceeds from maturities and calls of investment securities held to
maturity.
The primary uses of funds during the first three months of 1996 and 1995 were
the origination and purchase of mortgage loans held to maturity. Other
significant uses of funds during 1996 were the purchase of securities available
for sale and a net decrease in time deposits. Other significant uses of funds
during 1995 were the net decrease in short-term borrowings and a net decrease in
demand and savings deposits.
The Bank anticipates that it will have sufficient funds to meet its unused home
equity lines and loan commitments totaling $56.2 million at March 31, 1996.
Certificates of deposit maturing within one year or less totaled $720.5
million. Management believes that a significant portion of such deposits
will remain with the Bank.
Early in 1996, Bankers Corp reactivated the repurchase program with the
repurchase of up to one million shares of common stock of the company. At
March 31, 1996, the remaining shares to be purchased were 815,096.
Stockholders' equity during the first three months of 1996 increased by $961,000
to $187.9 million primarily due to the retention of earnings offset by treasury
stock repurchases aggregating $3.2 million and the $610,000 increase in
unrealized losses on securities available for sale. The capital ratios of
Bankers Corp and Bankers Savings, its wholly owned subsidiary, are
comfortably in excess of those required by all regulatory authorities.
The following table sets forth the capital ratios of Bankers Corp. on a
consolidated basis, Bankers Savings and the current regulatory minimum
requirements at March 31, 1996.
<TABLE>
<CAPTION>
Bankers Bankers Minimum
Corp. Savings Requirement
------- ------- -----------
<S> <C> <C> <C>
Risk Based Capital Ratio:
Tier 1 (core) 19.91% 19.33% 4.00%
Total 20.17% 19.59% 8.00%
Leverage Ratio 9.94% 9.63% 3.00%
</TABLE>
<PAGE> 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Corporation is not engaged in any legal proceedings of a material
nature at the present time. From time to time, the Bank is a party to
legal proceedings within the normal course of business wherein it
enforces its security interest in investment, and loans made by it.
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to Vote of Security Holders
-------------------------------------------------
The annual meeting of stockholders was held on April 26, 1996. The
following directors were re-elected for terms of three years:
Andrew P. Arbes, James J. Elek, and Joseph P. Gemmell. The following
directors' terms of office were continued: Joseph H. Harrigan,
Michael J. McMahon, Ralph Mendez and George Gundrum. The following
proposals were voted on by the stockholders:
<TABLE>
<CAPTION>
Withheld/ Broker
Proposal For Against Abstain Non-Votes
-------- --- ------- -------- ---------
<S> <C> <C> <C> <C>
1) Election of Directors
Andrew P. Arbes 11,603,995 60,312 NONE
James J. Elek 11,602,169 62,138 NONE
Joseph P. Gemmell 11,600,426 63,881 NONE
2) Ratification of KPMG Peat
Marwick LLP as independent
auditors for the Company
for the year ending 12/31/96 11,600,244 35,156 28,906 NONE
</TABLE>
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits
The following exhibits are filed as part of this report.
Exhibit Exhibit
Number Index
3.1 Certificates of Incorporation of Bankers Corp.
as amended is incorporated herein and by reference to Annex A of
the Registrant's Proxy Statement for its 1995 Annual Meeting of
Stockholders held on April 28, 1995 and filed with the SEC on
March 28, 1995.
3.2 By-Laws of Bankers Corp.
incorporated herein and by reference from the same numbered
exhibits to the amended Annual Report on Form 10-K/A for the year
ended December 31, 1993, filed on May 19, 1995.
<PAGE> 12
PART II. OTHER INFORMATION (cont'd)
4.0 Stock Certificate of Bankers Corp.
incorporated herein and by reference to this document from the
previously filed exhibits to the Annual Report on Form 10-K for
the year ended December 31, 1995.
11.0 Computation of earnings per share (filed herewith). Page 14
27.0 Financial Data Schedule (filed herewith). Page 15
b) There were no reports on Form 8-K filed during the three months ended
March 31, 1996.
<PAGE> 13
SIGNATURE
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.
BANKERS CORP.
________________________________
Registrant
DATE: May 10, 1996 /s/Joseph P. Gemmell
____________ _________________________________
Joseph P. Gemmell
Chairman of the Board, President
and Chief Executive Officer
DATE: May 10, 1996 /s/Howard S. Garfield II
____________ _________________________________
Howard S. Garfield, II
Senior Vice President
and Chief Financial Officer
<PAGE>
<TABLE>
<CAPTION>
Exhibit 11
Bankers Corp.
Computation of Earnings Per Share
Three Months Ended
March 31,
1996 1995
(in thousands, except per share data) ---- ----
<S> <C> <C>
Primary:
Average shares outstanding 12,901 12,898
Net effect of the assumed exercise of
stock options-based on the treasury
stock method using average market
price 261 322
______ ______
Total 13,162 13,220
====== ======
Net income $6,207 $5,452
====== ======
Net income per share $0.47 $0.41
===== =====
Fully Diluted:
Average shares outstanding 12,901 12,898
Net effect of the assumed exercise of
stock options-based on treasury
stock method using average market price
or period-end market price, whichever
is higher 261 336
______ ______
Total 13,162 13,234
====== ======
Net income $6,207 $5,452
====== ======
Net income per share $0.47 $0.41
===== =====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This legend contains summary information extracted from the Form 10-Q and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000857450
<NAME> BANKERS CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 13,100
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 34,128
<INVESTMENTS-CARRYING> 503,566
<INVESTMENTS-MARKET> 506,084
<LOANS> 1,334,236
<ALLOWANCE> 7,531
<TOTAL-ASSETS> 1,915,528
<DEPOSITS> 1,633,665
<SHORT-TERM> 72,457
<LIABILITIES-OTHER> 21,507
<LONG-TERM> 0
0
0
<COMMON> 143
<OTHER-SE> 187,756
<TOTAL-LIABILITIES-AND-EQUITY> 1,915,528
<INTEREST-LOAN> 25,375
<INTEREST-INVEST> 9,014
<INTEREST-OTHER> 21
<INTEREST-TOTAL> 34,410
<INTEREST-DEPOSIT> 18,602
<INTEREST-EXPENSE> 19,400
<INTEREST-INCOME-NET> 15,010
<LOAN-LOSSES> 900
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 4,936
<INCOME-PRETAX> 9,701
<INCOME-PRE-EXTRAORDINARY> 9,701
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,207
<EPS-PRIMARY> 0.47
<EPS-DILUTED> 0.47
<YIELD-ACTUAL> 0
<LOANS-NON> 23,062
<LOANS-PAST> 2,050
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 8,137
<CHARGE-OFFS> 1,509
<RECOVERIES> 3
<ALLOWANCE-CLOSE> 7,531
<ALLOWANCE-DOMESTIC> 7,531
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
