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, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 33-82040
--------
MAIN PLACE REAL ESTATE INVESTMENT TRUST
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 56-1996001
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 North Tryon Street, 23rd floor, Charlotte, NC 28255
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(704) 388-7436
----------------------------------------------------
(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 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___
On May 15, 1998, there were 100,000 shares of the registrant's Class A Trust
Shares outstanding and 110 shares of the registrant's Class B Trust Shares
outstanding.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
H (1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE
REDUCED DISCLOSURE FORMAT.
Main Place Real Estate Investment Trust
March 31, 1998 Form 10-Q
Index
Part I. Financial Information
Item 1. Financial Statements
Statement of Income for the Three Months Ended
March 31, 1998 and 1997
Balance Sheet on March 31, 1998 and December 31, 1997
Statement of Cash Flows for the Three Months Ended
March 31, 1998 and 1997
Statement of Changes in Shareholders' Equity for the
Three Months Ended March 31, 1998 and 1997
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
Index to Exhibits
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
Main Place Real Estate Investment Trust
Statement of Income
(Dollars in Thousands)
<CAPTION>
Three Months
Ended March 31
-----------------------
1998 1997
- ------------------------------------------------------------------------------
<S> <C> <C>
Income
Interest and fees on loans...................... $ 312,799 $ 268,488
Interest on securities.......................... 384,267 13,985
Interest on time deposits placed................ 246,354 9,759
Gains on sales of available for sale
securities..................................... 1,274 50
---------------------------
Total income................................. 944,694 292,282
---------------------------
Expenses
Interest on securities sold under
agreements to repurchase...................... 301,157 9,584
Interest on long-term debt...................... 59,991 59,914
Provision for credit losses..................... 7,400 -
Other operating expenses........................ 10,422 8,166
---------------------------
Total expenses............................... 378,970 77,664
---------------------------
Net income......................................... $ 565,724 $ 214,618
===========================
See accompanying notes to financial statements.
</TABLE>
<TABLE>
Main Place Real Estate Investment Trust
Balance Sheet
(Dollars in Thousands)
<CAPTION>
March 31 December 31
1998 1997
- -------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and cash equivalents....................... $ 1,721,151 $ 1,709,804
Time deposits placed with affiliates............ 18,100,000 17,950,000
Securities:
Held for investment, at cost
(market value - $391,012 and $479,491)....... 389,610 478,371
Available for sale............................ 21,857,136 22,022,424
---------------------------
Total securities............................ 22,246,746 22,500,795
---------------------------
Amount due from Trustee......................... 385,509 233,273
Loans, net of unearned income................... 16,601,518 16,612,818
Allowance for credit losses..................... (48,250) (41,412)
---------------------------
Loans, net of unearned income and allowance
for credit losses............................ 16,553,268 16,571,406
---------------------------
Interest receivable............................. 275,828 233,202
Accounts receivable from affiliates............. 286,047 396,965
Other assets.................................... 11,173 76,810
---------------------------
$ 59,579,722 $ 59,672,255
===========================
Liabilities
Accrued expenses................................ $ 58,090 $ 95,131
Accrued expenses due to affiliate............... - 9,610
Securities sold under agreements to
repurchase from affiliates..................... 21,432,571 22,134,599
Long-term debt.................................. 3,999,796 3,999,745
---------------------------
25,490,457 26,239,085
---------------------------
Shareholders' Equity
Class A Trust Shares, $1 par value
-authorized: 200,000 shares;
issued: 100,000 shares........................ 100 100
Class B Trust Shares, $10,000 par value
-authorized: 200 shares;
issued: 110 shares............................ 1,100 1,100
Additional paid-in capital...................... 33,158,748 33,083,566
Retained earnings............................... 656,886 91,162
Other........................................... 272,431 257,242
---------------------------
Total shareholders' equity.................. 34,089,265 33,433,170
---------------------------
$ 59,579,722 $ 59,672,255
===========================
See accompanying notes to financial statements.
</TABLE>
<TABLE>
Main Place Real Estate Investment Trust
Statement of Cash Flows
(Dollars in Thousands)
<CAPTION>
Three Months
Ended March 31
---------------------------
1998 1997
- -------------------------------------------------------------------------------
<S> <C> <C>
Operating Activities
Net income...................................... $ 565,724 $ 214,618
Reconciliation of net income to net cash provided
by operating activities
Provision for credit losses................... 7,400 -
Net increase in amount due from Trustee....... (152,236) (57,101)
Net (increase) decrease in interest
receivable .................................. (42,626) 11,340
Net decrease in accounts receivable from
affiliates................................... 110,918 48,786
Net (decrease) increase in accrued
expenses..................................... (37,041) 309
Net decrease in accrued expenses due to
affiliate.................................... (9,610) -
Gains on sales of securities.................. (1,274) (50)
Other operating activities.................... 67,348 (462)
---------------------------
Net cash provided by operating activities... 508,603 217,440
---------------------------
Investing Activities
Proceeds from maturities of securities held for
investment..................................... 88,610 -
Proceeds from sales and maturities of securities
available for sale............................. 981,686 105,272
Purchases of securities available for sale...... (168,704) -
Net increase in time deposits placed............ (150,000) (1,808,161)
Purchases of loans.............................. (2,138,895) -
Collections of loans outstanding................ 1,592,075 568,120
---------------------------
Net cash provided by (used in) investing
activities................................. 204,772 (1,134,769)
---------------------------
Financing Activities
Net (decrease) increase in securities sold under
agreements to repurchase from affiliates....... (702,028) 738,403
Issuance of long-term debt...................... - 1,000,000
Repayment of subordinated debt.................. - (1,072,733)
---------------------------
Net cash (used in) provided by financing
activities................................. (702,028) 665,670
---------------------------
Net increase (decrease) in cash and
cash equivalents.................................. 11,347 (251,659)
Cash and cash equivalents at beginning of period... 1,709,804 253,578
---------------------------
Cash and cash equivalents at end of period......... $ 1,721,151 $ 1,919
===========================
Supplemental disclosure of noncash transactions
Securities available for sale contributed
from affiliate................................. $ 75,182 $ -
Loans securitized and retained in the securities
portfolio...................................... 550,963 -
See accompanying notes to financial statements.
</TABLE>
<TABLE>
Main Place Real Estate Investment Trust
Statement of Changes in Shareholders' Equity
(Dollars in Thousands)
<CAPTION>
Accumulated
Class A Class B Additional Other Total
Trust Trust Paid-In Comprehensive Comprehensive Retained Shareholders'
Shares Shares Capital Income Income Earnings Equity
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance on December 31, 1996.. $ 100 $ 1,100 $ 12,044,801 $ 8,530 $ 13,315 $ 12,067,846
Net income................. $ 214,618 214,618 214,618
Net change in unrealized
gains (losses) on securities
available for sale........ 3,712 3,712 3,712
------------
Comprehensive income....... $ 218,330
============
--------------------------------- ----------------------------------------
Balance on March 31, 1997..... $ 100 $ 1,100 $ 12,044,801 $ 12,242 $227,933 $ 12,286,176
================================= ========================================
Balance on December 31, 1997.. $ 100 $ 1,100 $ 33,083,566 $ 257,242 $ 91,162 $ 33,433,170
Net income................. $ 565,724 565,724 565,724
Net assets contributed by
NationsBank, N.A.......... 75,182 75,182
Net change in unrealized
gains (losses) on securities
available for sale........ 15,189 15,189 15,189
------------
Comprehensive income....... $ 580,913
============
--------------------------------- ----------------------------------------
Balance on March 31, 1998..... $ 100 $ 1,100 $ 33,158,748 $ 272,431 $656,886 $ 34,089,265
================================= ========================================
See accompanying notes to financial statements.
</TABLE>
Main Place Real Estate Investment Trust
Notes to Financial Statements
Note 1 - Accounting Policies
Main Place Real Estate Investment Trust (MPREIT) is an indirect subsidiary of
NationsBank, N.A., which is a wholly owned indirect subsidiary of NationsBank
Corporation (the Corporation). MPREIT was established on October 29, 1996 as a
Maryland real estate investment trust to consolidate the acquisition, holding
and management of certain closed-end residential mortgage loans owned by certain
affiliates of the Corporation. Main Place Funding Corporation (MPFC) merged
with and into MPREIT on November 1, 1996, and, as the surviving entity, MPREIT
issues and sells mortgage-backed bonds and acquires, owns, holds and pledges the
related mortgage notes and other assets serving as collateral in connection
therewith. In connection with the merger of MPFC with and into MPREIT, MPFC's
obligation under the Series 1995-1 and Series 1995-2 mortgage-backed bonds was
assumed by MPREIT. The merger between MPREIT and MPFC was accounted for in a
manner similar to a pooling of interests and, accordingly, the accompanying
financial statements include the results of operations and financial condition
of MPFC since the beginning of the earliest period presented.
The information contained in the financial statements is unaudited. In the
opinion of management, all normal recurring adjustments necessary for a fair
presentation of the interim period results have been made. Certain prior period
amounts have been reclassified to conform to current period classifications.
Accounting policies followed in the presentation of interim financial results
are presented on pages 11 through 13 of the Annual Report on Form 10-K for the
year ended December 31, 1997, as updated by the following.
During the first quarter of 1998, MPREIT adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income."
This standard requires additional disclosures and, accordingly, did not have an
impact on MPREIT's results of operations or financial condition.
Note 2 - Loans
The following table presents the composition of loans (dollars in thousands):
March 31 December 31
1998 1997
- -------------------------------------------------------------------
Residential mortgage.................... $ 16,546,959 $ 16,551,952
Other consumer loans.................... 34,311 39,281
Commercial real estate.................. 20,248 21,585
------------ ------------
Total loans, net of unearned income... $ 16,601,518 $ 16,612,818
============ ============
Mortgage loans collateralizing mortgage-backed bonds were comprised of the
following (dollars in thousands):
March 31 December 31
1998 1997
- -------------------------------------------------------------------
Fixed-rate.............................. $ 1,691,260 $ 1,331,860
Adjustable-rate......................... 4,057,801 4,604,436
------------ ------------
Total mortgage loans.................. $ 5,749,061 $ 5,936,296
============ ============
Transactions in the allowance for credit losses were as follows (dollars in
thousands):
Three Months
Ended March 31
----------------------
1998 1997
----------------------
Balance on January 1............................... $ 41,412 $ 42,396
Loans charged off.................................. (562) -
Recoveries of loans previously charged off......... - 2
Provision for credit losses........................ 7,400 -
----------------------
Balance on March 31................................ $ 48,250 $ 42,398
======================
MPREIT had $79.0 million of nonperforming loans on March 31, 1998 compared to
$66.8 million on December 31, 1997. Foreclosed properties on March 31,
1998 totaled $5.1 million compared to $1.2 million on December 31, 1997.
During the first quarter of 1998, $551.0 million of residential mortgage loans
were securitized and retained as mortgage-backed securities in the available
for sale securities portfolio.
Note 3 - Affiliate Transactions
On May 6, 1998, NationsBank of Texas, N.A. (NationsBank Texas) merged into
NationsBank, N.A. Therefore, any affiliate transactions with NationsBank Texas
are referred to as transactions with NationsBank, N.A.
MPREIT maintains its cash and cash equivalent accounts with NationsBank, N.A.
At March 31, 1998, MPREIT had $286.0 million of accounts receivable from
affiliates of the Corporation. These receivables are related to mortgage
payments and securities principal and interest payments in process and generally
clear within 30 days.
As of March 31, 1998, MPREIT had $18.1 billion of time deposits placed with
NationsBank, N.A. Interest income on time deposits for the three months ended
March 31, 1998 was $246.4 million.
On March 31, 1998, MPREIT had a total of $21.4 billion outstanding in securities
sold under agreements to repurchase from NationsBank, N.A. and NationsBanc
Montgomery Securities LLC, a wholly-owned indirect subsidiary of the
Corporation. Interest expense on these securities for the three months ended
March 31, 1998 was $301.2 million.
MPREIT has entered into agreements with NationsBanc Mortgage Corporation
(NationsBanc Mortgage), a wholly-owned indirect subsidiary of the Corporation,
and NationsBank N.A. for the servicing and administration of its mortgage
portfolio. Servicing fees paid to NationsBanc Mortgage approximated $9.9
million and $8.1 million for the three months ended March 31, 1998 and 1997,
respectively, and are included in "Other operating expenses" on the accompanying
statement of income.
On a monthly basis, MPREIT purchases certain mortgage loans originated by
NationsBanc Mortgage. During the first quarter of 1998, MPREIT purchased $1.0
billion of loans from NationsBanc Mortgage. In addition, MPREIT purchased $695
million of loans from NationsBank, N.A. and $425 million of loans in the
secondary market through NationsBanc Mortgage.
During the first quarter of 1998, NationsBank, N.A. contributed $75.2 million in
available for sale securities to MPREIT.
Additionally, a subsidiary of NationsBank, N.A., NationsBanc Services, Inc.
(NBSI), provides data processing and other support services to MPREIT and
certain other subsidiaries of the Corporation. These services include
completing substantially all of MPREIT's Year 2000 software conversion projects
by the end of 1998. The related costs, which are expensed when billed, are
included in other operating expenses. NBSI is reimbursed through affiliate
allocations to the other subsidiaries.
Note 4 - Long-Term Debt
The following table displays the primary terms of MPREIT's Series 1995-1, 1995-2
and 1997-1 Mortgage-Backed Bonds as of March 31, 1998 (dollars in thousands):
Series Series Series
1995-1 1995-2 1997-1
(Issued (Issued (Issued
July 1995) October 1995) March 1997)
-------------------------------------
Amount issued...................... $ 1,500,000 $ 1,500,000 $ 1,000,000
Reference rate..................... 1-mo. LIBOR 3-mo. LIBOR 3-mo. LIBOR
+21 bps +17 bps +5 bps
Period-end interest rate........... 5.898% 5.791% 5.738%
Maturity........................... 1998 2000 2000
Mortgage loans collateralizing
mortgage-backed bonds:
Collateral - book value.......... $ 2,123,851 $ 2,119,052 $ 1,506,157
Collateral - discounted value.... 1,709,322 1,729,811 1,307,230
Collateral - approximate amount
exceeding minimum indenture
requirements................... 164,000 147,000 252,000
Interest expense on the Series 1995-1, 1995-2 and 1997-1 Bonds for the three
months ended March 31, 1998 was $60.0 million compared to $45.9 million for the
same period in 1997. Interest expense on subordinated notes repaid on March 18,
1997 was $14.0 million for the three months ended March 31, 1997.
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Net income for the three months ended March 31, 1998 was $565.7 million compared
to $214.6 million in the comparable 1997 period. The change in net income
reflects the impact of several factors including the levels of securities
investments and short-term borrowings, the levels and average interest yields on
time deposits placed with affiliates of the Corporation, the levels and average
interest yields on the mortgage loan portfolio and the volatility of interest
rates.
Interest income increased $651.2 million for the three months ended March 31,
1998 compared to the same period in 1997 due primarily to increases in average
securities and, to a lesser extent, increases in average time deposits placed
and average loans outstanding. During the first quarter of 1998, MPREIT sold
available for sale securities, resulting in gains of $1.3 million. Interest
expense increased $291.7 million for the three months ended March 31, 1998 over
interest expense for the same period in 1997 due primarily to interest expense
associated with higher average securities sold under agreements to repurchase.
The provision for credit losses was $7.4 million for the three months ended
March 31, 1998 compared to no provision expense for the same period in 1997,
due to the seasoning of the loan portfolio and management's assessment of the
adequacy of the allowance for credit losses.
Other operating expenses increased $2.3 million during the three months ended
March 31, 1998 compared to the same period in 1997, due mainly to higher
mortgage servicing costs associated with the increase in average loans
outstanding.
The average yields on mortgage loans for the three months ended March 31, 1998
and 1997 were 7.51 percent and 7.43 percent, respectively. Changes in the
average yields were primarily related to the mix between fixed- and adjustable-
rate loans, the repricing terms of adjustable rate loans, the impact of the
general level of interest rates, the levels of prepayments on mortgage loans and
scheduled amortization of the portfolio as a whole.
The weighted average interest rates on mortgage-backed bonds outstanding for the
three months ended March 31, 1998 and 1997 were 6.00 percent and 5.81 percent,
respectively.
MPREIT had $79.0 million of nonperforming loans on March 31, 1998 compared to
$66.8 million on December 31, 1997. The increase was due primarily to the
seasoning of the loan portfolio. Furthermore, future economic conditions,
levels of loans purchased and contributed and continued seasoning of the loan
portfolio may result in higher levels of nonperforming loans.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10 Contribution Agreement dated as of January 1, 1998 between
Main Place Real Estate Investment Trust and Main Place
Holdings Corporation.
12 Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
(b) Reports on Form 8-K:
None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Main Place Real Estate Investment Trust
----------------------------------------
Date: May 15, 1998 /s/ Karin Hirtler-Garvey
----------------------------------------
Karin Hirtler-Garvey
Senior Vice President/Principal
Accounting Officer
(Principal Accounting and Duly
Authorized Officer)
Main Place Real Estate Investment Trust
Form 10-Q
Index to Exhibits
Exhibit Description
10 Contribution Agreement dated as of January 1, 1998 between Main
Place Real Estate Investment Trust and Main Place Holdings
Corporation.
12 Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
Exhibit 10
CONTRIBUTION AGREEMENT
----------------------
Dated as of January 1, 1998
---------------------------
This Contribution Agreement (the "Agreement") dated as of January 1,
1998, is between Main Place Real Estate Investment Trust (the "REIT") and Main
Place Holdings Corporation, a Delaware corporation ("Holdings").
WITNESSETH THAT:
----------------
WHEREAS, Holdings desires to transfer legal and equitable title to the
title to the FHLMC certificates and the FNMA certificates listed in Exhibit A
attached hereto (respectively, the "FHLMC Certificates" and the "FNMA
Certificates"; and collectively, the "Government Securities") to the REIT
pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter contained, it is mutually covenanted and agreed as follows:
Contribution of Government Securities. Holdings does hereby
---------------------------------------
transfer, assign, set over and otherwise convey to the REIT all of its right,
title and interest in and to the Government Securities, including all interest
and principal received or receivable by it on or with respect to the Government
Securities after the date of this Agreement.
Both parties agree and acknowledge that Holdings has transferred
all of its right, title and interest to the Government Securities to the REIT
without any intent to hinder, delay or defraud the creditors of Holdings or any
subsidiary thereof.
1. Representations and Warranties. Holdings hereby represents and
------------------------------
warrants to the REIT as of the date of this Agreement (unless otherwise
indicated) that:
(i) the information set forth with respect to the Government
Securities in Exhibit A hereto is true and correct in all material
respects at the date or dates respecting which such information is
furnished as specified therein; and
(ii) Holdings is the sole owner and holder of each Government
Security, free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to
sell and assign the same; and
(iii) the aggregate amount of Government Securities being
transferred hereby is $75,181,770.83.
2. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the laws of the State of New York, without giving effect
to principles of conflicts of law.
3. Counterparts. This Agreement may be executed in a number of
------------
counterparts, each of which shall be deemed an original for all purposes and all
of which constitute, collectively, one Agreement.
IN WITNESS WHEREOF, the REIT and Holdings have caused this Agreement
to be duly executed by their respective officers as of the day and year first
above written.
MAIN PLACE REAL ESTATE INVESTMENT TRUST
By: /s/ John E. Mack
-----------------------------------
Name: John E. Mack
Title: President
MAIN PLACE HOLDINGS CORPORATION
By: /s/ John E. Mack
-----------------------------------
Name: John E. Mack
Title: President
<TABLE>
Main Place Real Estate Investment Trust Exhibit 12
Ratio of Earnings to Fixed Charges
(Dollars in Thousands)
<CAPTION>
Three Months Year Year Year From Inception
Ended Ended Ended Ended Through
March 31, December 31, December 31, December 31, December 31,
1998 1997 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Income before taxes.................. $ 565,724 $ 1,293,866 $ 216,709 $ 48,070 $ 5,459
Fixed charges:
Interest expense.................. 360,134 595,818 255,318 145,822 25,701
Amortization of debt discount and
appropriate issuance costs....... 1,014 3,713 2,856 983 -
------------------------------------------------------------------------
Total fixed charges............. 361,148 599,531 258,174 146,805 25,701
Earnings before fixed charges........ $ 926,872 $ 1,893,397 $ 474,883 $ 194,875 $ 31,160
========================================================================
Fixed charges........................ $ 361,148 $ 599,531 $ 258,174 $ 146,805 $ 25,701
========================================================================
Ratio of Earnings to Fixed Charges... 2.57 3.16 1.84 1.33 1.21
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary information extracted from the March 31, 1998
Form 10-Q for Main Place Real Estate Investment Trust and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,721,151
<INT-BEARING-DEPOSITS> 18,100,000
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 21,857,136
<INVESTMENTS-CARRYING> 389,610
<INVESTMENTS-MARKET> 391,012
<LOANS> 16,601,518
<ALLOWANCE> (48,250)
<TOTAL-ASSETS> 59,579,722
<DEPOSITS> 0
<SHORT-TERM> 21,432,571
<LIABILITIES-OTHER> 58,090
<LONG-TERM> 3,999,796
0
0
<COMMON> 1,200
<OTHER-SE> 34,088,065
<TOTAL-LIABILITIES-AND-EQUITY> 59,579,722
<INTEREST-LOAN> 312,799
<INTEREST-INVEST> 384,267
<INTEREST-OTHER> 246,354
<INTEREST-TOTAL> 943,420
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 361,148
<INTEREST-INCOME-NET> 582,272
<LOAN-LOSSES> 7,400
<SECURITIES-GAINS> 1,274
<EXPENSE-OTHER> 10,422
<INCOME-PRETAX> 565,724
<INCOME-PRE-EXTRAORDINARY> 565,724
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 565,724
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 78,982
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 41,412
<CHARGE-OFFS> 562
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 48,250
<ALLOWANCE-DOMESTIC> 48,250
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
