<PAGE> 1
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 JUNE 30, 1997
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 1-11356
CMAC INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 23-2691170
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1601 MARKET STREET, PHILADELPHIA, PA 19103
(Address of principal executive offices) (zip code)
(215) 564-6600
(Registrant's telephone number, including area code)
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 if 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
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 22,482,140 shares of
Common Stock, $0.001 par value, outstanding on August 12, 1997.
<PAGE> 2
CMAC INVESTMENT CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
INDEX
PAGE NUMBER
<S> <C>
Part I - Financial Information
Consolidated Balance Sheets - June 30, 1997 and
December 31, 1996..................................................... 3
Consolidated Statements of Income - For the three and six month periods
ended June 30, 1997 and 1996.......................................... 4
Consolidated Statement of Changes in Common Stockholders'
Equity - For the six month period ended June 30, 1997................. 5
Consolidated Statements of Cash Flows - For the six month periods ended
June 30, 1997 and 1996................................................ 6
Notes to Consolidated Financial Statements..................................... 7
Management's Discussion and Analysis of Results of
Operations and Financial Condition.................................... 8-9
Part II - Other Information, as applicable.............................................. 10
Signature............................................................................... 11
</TABLE>
-2-
<PAGE> 3
CMAC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30 December 31
1997 1996
-------- --------
(Unaudited)
<S> <C> <C>
(In thousands, except share amounts)
Assets
Investments
Fixed maturities held to maturity - at amortized cost (fair value
$452,477 and $409,675) ......................................... $435,459 $393,296
Fixed maturities available for sale - at fair value
(amortized cost $103,413 and $110,519) ......................... 107,390 114,666
Short-term investments ........................................... 9,839 5,196
Cash ................................................................. 3,642 3,189
Deferred policy acquisition costs .................................... 24,285 23,900
Other assets ......................................................... 61,941 52,501
-------- --------
$642,556 $592,748
======== ========
Liabilities and Stockholders' Equity
Unearned premiums .................................................... $ 46,092 $ 53,384
Reserve for losses ................................................... 125,157 108,206
Deferred federal income taxes ........................................ 5,087 5,266
Accounts payable and accrued expenses ................................ 35,598 29,548
-------- --------
211,934 196,404
-------- --------
Preferred stockholder's equity
Redeemable preferred stock, par value $.001 per share;
800,000 shares issued and outstanding - at
redemption value ................................................. 40,000 40,000
-------- --------
Common stockholders' equity
Common stock, par value $.001 per share; 80,000,000 shares authorized;
22,455,040 shares and 22,395,124 shares issued
and outstanding .................................................. 22 22
Additional paid-in capital ........................................... 177,969 176,431
Retained earnings .................................................... 210,046 177,195
Net unrealized gain on investments, net of tax ....................... 2,585 2,696
-------- --------
390,622 356,344
-------- --------
$642,556 $592,748
======== ========
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE> 4
CMAC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
--------- --------- --------- --------
<S> <C> <C> <C> <C>
(In thousands, except per-share amounts)
Revenues:
Premiums written:
Direct ......................... $ 62,387 $ 45,722 $ 114,094 $ 90,146
Assumed ........................ 110 109 129 115
Ceded .......................... (5,859) (3,984) (10,501) (8,177)
--------- --------- --------- --------
Net premiums written ................ 56,638 41,847 103,722 82,084
Decrease in unearned premiums ....... 1,134 4,004 8,362 5,713
--------- --------- --------- --------
Premiums earned ..................... 57,772 45,851 112,084 87,797
Net investment income ............... 8,428 7,348 16,512 14,465
Gain on sales of investments ........ 372 332 484 770
Other income ........................ 1,125 951 2,215 1,981
--------- --------- --------- --------
67,697 54,482 131,295 105,013
--------- --------- --------- --------
Expenses:
Provision for losses ................ 28,266 21,912 55,019 41,938
Policy acquisition costs ............ 7,753 6,717 15,191 13,129
Other operating expenses ............ 6,331 5,464 12,277 10,487
--------- --------- --------- --------
42,350 34,093 82,487 65,554
--------- --------- --------- --------
Pretax income ................................ 25,347 20,389 48,808 39,459
Provision for income taxes ................... 6,785 5,118 12,962 9,761
--------- --------- --------- --------
Net income ................................... $ 18,562 $ 15,271 $ 35,846 $ 29,698
========= ========= ========= ========
Net income per share ......................... $ 0.76 $ 0.63 $ 1.47 $ 1.22
========= ========= ========= ========
Average number of common and common equivalent
shares outstanding ........................... 23,358 23,074 23,311 23,038
========= ========= ========= ========
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE> 5
CMAC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Net Unrealized
Additional Gain (Loss)
Common Paid-In Retained on Investments
Stock Capital Earnings (Net of Tax) Total
------ ---------- -------- -------------- -----
<S> <C> <C> <C> <C> <C>
(In thousands)
Balance, December 31, 1996 .................... $22 $176,431 $ 177,195 $ 2,696 $ 356,344
Net income (unaudited) ................. -- -- 35,846 -- 35,846
Change in net unrealized gain (loss) on
investments - net of tax (unaudited) -- -- -- (111) (111)
Issuance of common stock (unaudited) ... -- 1,538 -- -- 1,538
Dividends (unaudited) .................. -- -- (2,995) -- (2,995)
--- -------- --------- ------- ---------
Balance, June 30, 1997 (unaudited) ............ $22 $177,969 $ 210,046 $ 2,585 $ 390,622
=== ======== ========= ======= =========
</TABLE>
See notes to consolidated financial statements.
-5-
<PAGE> 6
CMAC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30
1997 1996
-------- --------
<S> <C> <C>
(In thousands)
Cash flows from operating activities ............................. $ 40,731 $ 39,624
-------- --------
Cash flows from investing activities:
Proceeds from sales of investments available for sale ..... 11,187 6,382
Proceeds from redemptions of investments available for sale 8,191 10,838
Proceeds from redemptions of investments held to maturity . 3,120 375
Purchases of investments available for sale ............... (11,820) (13,318)
Purchases of investments held to maturity ................. (40,971) (38,174)
Purchases of short-term investments - net ................. (4,643) (644)
Other ..................................................... (3,885) (2,524)
-------- --------
Net cash used in investing activities ............................ (38,821) (37,065)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock .................... 1,538 1,114
Dividends paid ............................................ (2,995) (2,765)
-------- --------
Net cash used in financing activities ............................ (1,457) (1,651)
-------- --------
Increase in cash ................................................. 453 908
Cash, beginning of period ........................................ 3,189 3,646
-------- --------
Cash, end of period .............................................. $ 3,642 $ 4,554
======== ========
Supplemental disclosures of cash flow information:
Income taxes paid ................................................ $ 13,000 $ 8,500
======== ========
Interest paid .................................................... $ 0 $ 48
======== ========
</TABLE>
See notes to consolidated financial statements.
-6-
<PAGE> 7
CMAC INVESTMENT CORPORATION AND SUBSIDIARIES
(UNAUDITED)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 - UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements include the accounts of CMAC
Investment Corporation (the "Company") and its subsidiaries including its
principal operating subsidiary, Commonwealth Mortgage Assurance Company
("CMAC"), and are presented on the basis of generally accepted accounting
principles.
The financial information for the interim periods included herein is
unaudited; however, such information reflects all adjustments which are, in the
opinion of management, necessary for a fair presentation of the financial
position, results of operations, and cash flows for the interim periods. The
results of operations for interim periods are not necessarily indicative of
results to be expected for the full year.
Net income per share is based on the average number of common shares
outstanding and common share equivalents which would arise from the exercise of
stock options. Preferred stock dividends are deducted from net income in the net
income per share computation.
For a summary of significant accounting policies and additional
financial information, see the CMAC Investment Corporation Annual Report on Form
10-K for the year ended December 31, 1996.
2 - NEW ACCOUNTING STANDARDS
In March 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("FAS
128"). FAS 128 requires the Company to disclose both "basic" earnings per share
and "dilutive" earnings per share for annual and interim periods ending after
December 15, 1997. The Company has determined that FAS 128 will not have a
significant effect on its net income per share calculation when such Standard is
adopted.
3 - STOCK SPLIT
On October 15, 1996, the Board of Directors authorized a stock split,
paid December 2, 1996, in the form of a dividend of one additional share of the
Company's common stock for each share owned by stockholders of record on
November 7, 1996. The dividend was accounted for as a two-for-one stock split
and par value remained at $.001 per share. Accordingly, all references to common
per share data have been adjusted to give effect to the stock split.
-7-
<PAGE> 8
CMAC INVESTMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Net income for the first six months of 1997 was $35.8 million, a 20.7%
increase compared to $29.7 million for the first six months of 1996 and net
income for the quarter ended June 30, 1997 was $18.6 million, a 21.6% increase
compared to $15.3 million for the same period in 1996. These improvements were a
result of significant growth in premiums earned and net investment income,
partially offset by a higher provision for losses, policy acquisition costs and
other operating expenses.
Premiums earned for the first six months of 1997 were $112.1 million, a
27.7% increase compared to $87.8 million for the first six months of 1996 and
premiums earned for the quarter ended June 30, 1997 were $57.8 million, a 26.0%
increase compared to $45.9 million for the same period of 1996. These increases
reflect a continuation of high persistency levels and the insurance in force
growth resulting from strong new insurance volume. Persistency is defined as the
percentage of policies in force that are renewed in any given year. The
persistency rate for the year ended June 30, 1997 was 87.9% as compared to 85.7%
for the year ended June 30, 1996. New primary insurance written in the first six
months of 1997 was $6.0 billion, a 2.9% decrease compared to $6.2 billion for
the first six months of 1996 and for the second quarter of 1997, new primary
insurance written of $3.2 billion was 4.5% lower than the $3.3 billion written
in the second quarter of 1996. However, the $3.2 billion of new primary
insurance written in the second quarter of 1997 was 11.3% higher than the volume
written during the first quarter of 1997 of $2.8 billion. Volume for CMAC
decreased as a result of a 15.5% decrease in the private mortgage insurance
market in the first six months of 1997 and a decrease of 16.3% for the quarter
ended June 30, 1997. However, CMAC's volume decline was substantially offset by
an increase in market share to 11.0% for the first six months of 1997, compared
to 9.6% for the same period of 1996. The volume in the first half of 1997 was
negatively impacted by higher interest rates. Refinanced loans represented 16%
of new primary insurance written as compared to 22% in the first six months of
1996 and for the quarter ended June 30, 1997, refinanced loans represented 13%
as compared to 18% for the same quarter of 1996. Additionally, in the first six
months of 1997, CMAC wrote pool insurance which represented an addition to risk
of $111.3 million as compared to $68.8 million for the first six months of 1996
and $60.0 million for the second quarter of 1997 as compared to $23.8 million
for the same quarter of 1996. Most of this pool insurance volume related to a
group of structured transactions composed primarily of Fannie Mae- and Freddie
Mac-eligible conforming mortgage loans that are geographically dispersed
throughout the United States and that have lower loan-to-value ratios than
CMAC's primary business. Under a pool insurance transaction, the exposure to
CMAC on each individual loan is uncapped; however, the aggregate stop-loss
percentage is the most that can be paid out in losses before the insurer's
exposure terminates. The Company expects its pool insurance activity to continue
at this same level throughout the remainder of 1997 due to commitments
outstanding but will review its policy after these commitments expire. Premium
rates on such pool insurance are significantly lower than on primary insurance
loans due to the low stop-loss levels, which limit the overall risk exposure to
CMAC, and the focus of such product on high quality primary insurance customers.
Standard & Poor's has recently determined that the capital requirements to
support such pool insurance will be significantly more stringent than on primary
insurance due to the low premium rates. The average stop-loss on pool insurance
written during the first six months of 1997 was 1.6%. The strong volume and high
persistency led to an increase in direct primary insurance in force for the
first half of 1997 of 10.5%, from $39.4 billion at December 31, 1996 to $43.6
billion at June 30, 1997. Direct pool risk in force also grew to $438.4 million
at June 30, 1997 from $341.9 million at the end of 1996, an increase of 28.2%
for the six months ended June 30, 1997.
Net investment income for the first half of 1997 was $16.5 million, a
14.2% increase compared to $14.5 million for the first six months of 1996 and
for the second quarter of 1997, net investment income was $8.4 million as
compared to $7.3 million in the same period of 1996, a 14.7% increase. These
increases were a result of continued growth in invested assets primarily due to
positive operating cash flow. The Company continues to invest new operating cash
flow in tax-advantaged securities, primarily municipal bonds.
The provision for losses in the first six months of 1997 was $55.0
million, an increase of 31.2% compared to $41.9 million in 1996, and for the
second quarter of 1997, the provision was $28.3 million as compared to $21.9
million for the second quarter of 1996, an increase of 29.0%. These increases
reflect the significant growth and maturation of CMAC's book of business over
the past several years, the continued adverse experience of California loans
(despite early signs of an improving trend in California), and the relatively
poor early experience of certain "affordable housing" program loans insured
starting in 1994. Although the ultimate performance of the books of business
that originated since 1994 cannot yet be determined, it appears that the
ultimate loss levels will be higher than average, partially due to the presence
of these "affordable
-8-
<PAGE> 9
CMAC INVESTMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
(CONTINUED)
housing" loans. Certain underwriting changes were implemented near the end of
1996 to compensate for the factors that contributed to the early default
experience on these "affordable housing" loans; however, it is too early to
determine the impact of such changes. CMAC's overall default rate at June 30,
1997 was 1.9% as compared to 2.1% at December 31, 1996 and 2.0% at March 31,
1997. The number of defaults rose from 10,127 at December 31, 1996 to 10,692 at
June 30, 1997 and the average loss reserve per default rose from $10,685 at the
end of 1996 to $11,706 at June 30, 1997. This increase in average loss reserve
per default reflected the Company's continued implementation of a more
conservative reserve calculation for certain loans in default perceived as
having a higher risk of claim incidence. In addition, an increase in the
coverage percentage on loans originated beginning in 1995 have necessitated a
higher reserve balance on loans in a default status due to the increased
ultimate exposure on these loans. The default rate in California decreased to
3.7% (including pool) at June 30, 1997 as compared to 4.0% at December 31, 1996
and claims paid in California for the first six months of 1997 were $24.5
million, representing approximately 61.5% of total claims.
Policy acquisition costs in the first six months of 1997 were $15.2 million, an
increase of 15.7% compared to $13.1 million in the same period of 1996. For the
second quarter of 1997, these expenses were $7.8 million, an increase of 15.4%
compared to $6.7 million for the second quarter of 1996. This reflects increases
in sales- and underwriting-related expenses relating to the Company's continued
market share expansion and the development of the Company's marketing
infrastructure needed to support a focus on larger, national mortgage lenders in
order to take advantage of the widespread consolidation occurring in the
mortgage lending industry. Other operating expenses for the six months ended
June 30, 1997 were $12.3 million, an increase of 17.1% compared to $10.5 million
for the same period in 1996 and these expenses were $6.3 million for the second
quarter of 1997 as compared to $5.5 million for the second quarter of 1996, an
increase of 15.9%. Much of the increase continued to result from an expansion of
the Company's technology efforts and an increase in expenses associated with the
company's ancillary services, specifically contract underwriting. Some of these
additional contract underwriting expenses were correspondingly offset by
increases to other income although the main purpose of the contract underwriting
effort is to support the sales effort by generating incremental mortgage
insurance business. During the first half of 1997, loans underwritten via
contract underwriting accounted for 29% of applications, 25% of insurance
commitments, and 22% of certificates issued by CMAC.
The effective tax rate for the six months ended June 30, 1997 was 26.6%
and this rate was 26.8% for the quarter ended June 30, 1997. This compares to
24.7% and 25.1%, respectively, for the six months and quarter ended June 30,
1996.
LIQUIDITY AND CAPITAL RESOURCES
CMAC's sources of funds consist primarily of premiums and investment
income. Funds are applied primarily to the payment of CMAC's claims and
operating expenses.
Cash flows from operating activities for the six months ended June 30,
1997 were $40.7 million as compared to $39.6 million for the same period of
1996. This increase consisted of an increase in net premiums written and
investment income received, partially offset by an increase in claims paid and
operating expenses. Monthly premiums, which now constitute about 95% of new
business, have negatively impacted cash flow in the short term although
long-term cash flow is not expected to be materially affected. Positive cash
flows are invested pending future payments of claims and other expenses; cash
flow shortfalls, if any, are funded through sales of short-term investments and
certain other investment portfolio securities.
Common stockholders' equity increased from $356.3 million at December
31, 1996 to $390.6 million at June 30, 1997. This increase was primarily a
result of net income of $35.8 million and common stock of $1.5 million issued
due to the exercise of stock options, partially offset by dividends of $3.0
million.
As of June 30, 1997, the Company and its subsidiaries had purchased
computer equipment designed to upgrade and enhance their computer systems and
technological capabilities totaling $1.3 million. These upgraded computer
systems were needed to support CMAC's newly structured centralized processing
operations as well as the redesigned disaster recovery plan that was implemented
in conjunction with the centralized system.
-9-
<PAGE> 10
CMAC INVESTMENT CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings - None
ITEM 2. Changes in Securities - None
ITEM 3. Defaults upon Senior Securities - None
ITEM 4. Submission of Matters to a Vote of Security Holders
On May 14, 1997, the Annual Meeting of Stockholders
of CMAC Investment Corporation was held. The
stockholders re-elected three nominees from the
existing Board of Directors to a term of three years
expiring in 2000. The Stockholders also approved the
designation of Deloitte & Touche as independent
auditors.
The number of votes cast for and withheld from the
election of each director nominee is set forth below.
There were no votes against, abstentions or broker
non-votes in the election of directors.
Election of Directors:
<TABLE>
<CAPTION>
For Withheld
--- --------
<S> <C> <C>
Frank P. Filipps 18,699,482 1,018,613
James C. Miller 18,698,206 1,019,889
Anthony W. Schweiger 18,699,302 1,018,793
</TABLE>
The number of votes cast for, against and abstentions
relating to the designation of Deloitte & Touche as
independent auditors is set forth below. There were
no broker non-votes in the approval of Deloitte &
Touche.
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
Approval of the designation
of Deloitte & Touche as
independent auditors: 19,710,574 2,359 5,162
</TABLE>
ITEM 5. Other Information - None
ITEM 6. a. Exhibits -
*Exhibit 11.1 - Statement Re: Computation of Per Share Earnings
b. Reports on Form 8-K - None
* Filed Herewith
-10-
<PAGE> 11
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.
CMAC INVESTMENT CORPORATION
Date: August 14, 1997 C. Robert Quint
----------------------------------------------
C. Robert Quint
Senior Vice President, Chief Financial Officer
(Principal Accounting Officer)
-11-
<PAGE> 1
CMAC INVESTMENT CORPORATION
SCHEDULE OF NET INCOME PER SHARE
<TABLE>
<CAPTION>
QUARTER ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
------------------------ ------------------------
1997 1996(1) 1997 1996(1)
-------- -------- -------- --------
<S> <C> <C> <C> <C>
(In thousands, except per-share amounts and market prices)
Net income ..................................... $ 18,562 $ 15,271 $ 35,846 $ 29,698
Preferred stock dividend adjustment ............ (825) (825) (1,650) (1,650)
-------- -------- -------- --------
Adjusted net income ............................ $ 17,737 $ 14,446 $ 34,196 $ 28,048
Average dilutive stock options outstanding ..... 1,546.2 1,540.1 1,561.6 1,524.6
Average exercise price per share ............... $ 16.19 $ 14.19 $ 16.16 $ 14.07
Average market prices - primary basis .......... $ 39.86 $ 27.26 $ 37.39 $ 26.88
Average market price - fully diluted basis ..... $ 47.75 $ 28.56 $ 40.56 $ 28.41
Average common share outstanding ............... 22,440 22,336 22,429 22,312
Increase in shares due to exercise of options -
primary basis ................................. 918 738 882 726
Increase in shares due to exercise of options -
fully diluted basis ........................... 1,022 775 918 769
Adjusted shares outstanding - primary .......... 23,358 23,074 23,311 23,038
Adjusted shares outstanding - fully diluted .... 23,462 23,111 23,347 23,081
Net income per share - primary and fully diluted $ 0.76 $ 0.63 $ 1.47 $ 1.22
======== ======== ======== ========
</TABLE>
(1) All share and per-share data have been restated to reflect the stock split.
See Note 3.
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,554
<SECURITIES> 467,492
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 64,674
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 536,720
<CURRENT-LIABILITIES> 172,729
<BONDS> 0
40,000
0
<COMMON> 11
<OTHER-SE> 323,980
<TOTAL-LIABILITY-AND-EQUITY> 536,720
<SALES> 0
<TOTAL-REVENUES> 54,482
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,181
<LOSS-PROVISION> 21,912
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 20,389
<INCOME-TAX> 5,118
<INCOME-CONTINUING> 15,271
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,271
<EPS-PRIMARY> 0.63
<EPS-DILUTED> 0.63
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,554
<SECURITIES> 467,492
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 64,674
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 536,720
<CURRENT-LIABILITIES> 172,729
<BONDS> 0
40,000
0
<COMMON> 11
<OTHER-SE> 323,980
<TOTAL-LIABILITY-AND-EQUITY> 536,720
<SALES> 0
<TOTAL-REVENUES> 105,013
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 23,616
<LOSS-PROVISION> 41,938
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 39,459
<INCOME-TAX> 9,761
<INCOME-CONTINUING> 29,698
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,698
<EPS-PRIMARY> 1.22
<EPS-DILUTED> 1.22
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,642
<SECURITIES> 552,688
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 86,226
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 642,556
<CURRENT-LIABILITIES> 211,934
<BONDS> 0
40,000
0
<COMMON> 22
<OTHER-SE> 390,600
<TOTAL-LIABILITY-AND-EQUITY> 642,556
<SALES> 0
<TOTAL-REVENUES> 67,697
<CGS> 0
<TOTAL-COSTS> 0
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