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 September 30, 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 November 11, 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.
1
<PAGE>
MAIN PLACE REAL ESTATE INVESTMENT TRUST
SEPTEMBER 30, 1998 FORM 10-Q
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Income for the Three Months and Nine Months Ended
September 30, 1998 and 1997 3
Balance Sheet on September 30, 1998 and December 31, 1997 4
Statement of Cash Flows for the Nine Months Ended
September 30, 1998 and 1997 5
Statement of Changes in Shareholders' Equity for the Nine Months
Ended September 30, 1998 and 1997 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 10
PART II. OTHER INFORMATION
Item 5. Other information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signature 12
Index to Exhibits 13
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
MAIN PLACE REAL ESTATE INVESTMENT TRUST
STATEMENT OF INCOME
(Dollars in Thousands)
Three Months Nine Months
Ended September 30 Ended September 30
-------------------- -----------------------
1998 1997 1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INCOME
Interest and fees on loans $265,081 $259,778 $ 864,944 $ 792,924
Interest on securities 339,698 108,011 1,103,944 133,513
Interest on time deposits
placed 198,825 87,974 636,831 123,197
Gains on sales of available
for sale securities 42,100 546 57,856 16,536
----------------------------------------------
Total income 845,704 456,309 2,663,575 1,066,170
----------------------------------------------
EXPENSES
Interest on securities sold
under agreements to
repurchase 184,800 72,098 708,877 91,050
Interest on long-term debt 41,538 61,042 161,460 180,711
Provision for credit losses (5,000) - 2,400 -
Other operating expenses 9,532 7,592 31,218 23,657
----------------------------------------------
Total expenses 230,870 140,732 903,955 295,418
----------------------------------------------
NET INCOME $614,834 $315,577 $1,759,620 $ 770,752
==============================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
MAIN PLACE REAL ESTATE INVESTMENT TRUST
BALANCE SHEET
(Dollars in Thousands)
September 30 December 31
1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 1,956,158 $ 1,709,804
Time deposits placed with affiliates 14,900,000 17,950,000
Securities:
Held for investment, at cost (market value -
$253,730 and $479,491) 253,786 478,371
Available for sale 17,774,377 22,022,424
-----------------------------
Total securities 18,028,163 22,500,795
-----------------------------
Amount due from Trustee 206,210 233,273
Loans, net of unearned income 14,024,621 16,612,818
Allowance for credit losses (42,063) (41,412)
-----------------------------
Loans, net of unearned income and allowance
for credit losses 13,982,558 16,571,406
-----------------------------
Interest receivable 205,177 233,202
Accounts receivable from affiliates 100,407 396,965
Other assets 14,342 76,810
-----------------------------
$49,393,015 $59,672,255
=============================
LIABILITIES
Accrued expenses $ 29,048 $ 95,131
Accrued expenses due to affiliate - 9,610
Securities sold under agreements to
repurchase from affiliates 11,385,175 22,134,599
Long-term debt 2,499,863 3,999,745
-----------------------------
13,914,086 26,239,085
-----------------------------
SHAREHOLDERS' EQUITY
Class A Trust Shares, $1 par value-authorized:
200,000 shares; issued and outstanding:
100,000 shares 100 100
Class B Trust Shares, $10,000 par value-
authorized: 200 shares; issued and
outstanding: 110 shares 1,100 1,100
Additional paid-in capital 33,141,737 33,083,566
Retained earnings 1,850,782 91,162
Accumulated other comprehensive income 485,210 257,242
-----------------------------
Total shareholders' equity 35,478,929 33,433,170
-----------------------------
$49,393,015 $59,672,255
=============================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
MAIN PLACE REAL ESTATE INVESTMENT TRUST
STATEMENT OF CASH FLOWS
(Dollars in Thousands)
Nine Months
Ended September 30
-----------------------------
1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,759,620 $ 770,752
Reconciliation of net income to net cash
provided by operating activities
Provision for credit losses 2,400 -
Net decrease (increase) in amount due
from Trustee 27,063 (76,203)
Net decrease (increase) in interest receivable 28,025 (90,561)
Net decrease in accounts receivable from
affiliates 296,558 108,154
Net (decrease) increase in accrued expenses (66,083) 66,769
Net (decrease) increase in accrued expenses
due to affiliate (9,610) 590,461
Gains on sales of securities (57,856) (16,536)
Other operating activities 87,215 1,731
-----------------------------
Net cash provided by operating activities 2,067,332 1,354,567
-----------------------------
INVESTING ACTIVITIES
Proceeds from maturities of securities held
for investment 224,434 37,906
Proceeds from sales and maturities of securities
available for sale 7,631,029 968,057
Purchases of securities available for sale (1,125,485) (2,235,190)
Net decrease (increase) in time deposits placed 3,050,000 (14,263,457)
Purchases of loans (3,629,648) (1,397,605)
Collections of loans outstanding 4,294,924 1,940,831
-----------------------------
Net cash provided by (used in) investing
activities 10,445,254 (14,949,458)
-----------------------------
FINANCING ACTIVITIES
Net (decrease) increase in securities sold
under agreements to repurchase from
affiliates (10,749,424) 14,869,254
Issuance of long-term debt - 1,000,000
Repayment of subordinated debt (1,499,797) (1,072,733)
Capital contribution from NationsBank, N.A. - 25,000
Capital distribution (17,011) -
Cash dividends paid to NationsBank, N.A. - (16,019)
-----------------------------
Net cash (used in) provided by financing
activities (12,266,232) 14,805,502
-----------------------------
Net increase in cash and cash equivalents 246,354 1,210,611
Cash and cash equivalents at beginning of period 1,709,804 253,578
-----------------------------
Cash and cash equivalents at end of period $ 1,956,158 $ 1,464,189
=============================
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Securities held for investment contributed
from affiliate $ - $ 619,144
Securities available for sale contributed
from affiliate 75,182 12,495,418
Net loans contributed from affiliate - 16,019
Loans securitized and retained in the
securities portfolio 1,903,041 44,889
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
MAIN PLACE REAL ESTATE INVESTMENT TRUST
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in Thousands)
Accumulated
Class A Class B Additional Other Total
Trust Trust Paid-In Retained Comprehensive Shareholders' Comprehensive
Shares Shares Capital Earnings Income Equity Income
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCE ON DECEMBER 31, 1996 $100 $1,100 $12,044,801 $ 13,315 $ 8,530 $12,067,846
Net income 770,752 770,752 $ 770,752
Cash dividends paid to
NationsBank, N.A. (16,019) (16,019)
Net assets contributed by
NationsBank, N.A. 13,155,581 13,155,581
Net change in unrealized gains
(losses) on securities
available for sale 114,166 114,166 114,166
Comprehensive income -------------
$ 884,918
---------------------------------------------------------------------- =============
BALANCE ON SEPTEMBER 30, 1997 $100 $1,100 $25,200,382 $ 768,048 $122,696 $26,092,326
======================================================================
BALANCE ON DECEMBER 31, 1997 $100 $1,100 $33,083,566 $ 91,162 $257,242 $33,433,170
Net income 1,759,620 1,759,620 $1,759,620
Net assets contributed by
NationsBank, N.A. 75,182 75,182
Net distributions of capital (17,011) (17,011)
Net change in unrealized gains
(losses) on securities
available for sale 227,968 227,968 227,968
-------------
Comprehensive income $1,987,588
---------------------------------------------------------------------- =============
BALANCE ON SEPTEMBER 30, 1998 $100 $1,100 $33,141,737 $1,850,782 $485,210 $35,478,929
======================================================================
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
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 BankAmerica
Corporation (the Corporation). On September 25, 1998, NationsBank Corporation
(NationsBank) reincorporated in Delaware, and on September 30, 1998, the former
BankAmerica Corporation merged into NationsBank. In connection with this merger,
NationsBank changed its name to "BankAmerica Corporation". The Corporation is
the successor issuer of NationsBank.
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 were 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 Note 1 of MPREIT's quarterly report
on Form 10-Q for March 31, 1998 and the following.
Income Taxes
MPREIT was taxed as a real estate investment trust from November 1, 1996 until
May 19, 1998. MPREIT has elected to be taxed as a partnership subsequent to May
19, 1998. Accordingly, no current or deferred tax expense was provided after
November 1, 1996.
NOTE 2 - LOANS
The following table presents the composition of loans (dollars in thousands):
<TABLE>
<CAPTION>
September 30 December 31
1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
Residential mortgage $13,980,905 $16,551,952
Other consumer 25,297 39,281
Commercial real estate 18,419 21,585
---------------------------
Total loans, net of unearned income $14,024,621 $16,612,818
===========================
</TABLE>
7
<PAGE>
Mortgage loans collateralizing mortgage-backed bonds were comprised of the
following (dollars in thousands):
<TABLE>
<CAPTION>
September 30 December 31
1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
Fixed-rate $1,406,883 $1,331,860
Adjustable-rate 2,923,575 4,604,436
---------------------------
Total mortgage loans $4,330,458 $5,936,296
===========================
</TABLE>
Transactions in the allowance for credit losses were as follows (dollars in
thousands):
<TABLE>
<CAPTION>
Nine Months
Ended September 30
-----------------------
1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
Balance on January 1 $41,412 $42,396
Loans charged off (1,749) (115)
Recoveries of loans previously charged off - 2
Provision for credit losses 2,400 -
-----------------------
Balance on September 30 $42,063 $42,283
=======================
</TABLE>
MPREIT had $107.3 million of nonperforming loans on September 30, 1998 compared
to $66.8 million on December 31, 1997. Foreclosed properties on September 30,
1998 totaled $9.7 million compared to $1.2 million on December 31, 1997.
During the first nine months of 1998, $1.9 billion of residential mortgage loans
were securitized and retained as mortgage-backed securities in the available for
sale securities portfolio.
NOTE 3 - AFFILIATE TRANSACTIONS
MPREIT maintains its cash and cash equivalent accounts with NationsBank, N.A. At
September 30, 1998, MPREIT had $100.4 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 September 30, 1998, MPREIT had $14.9 billion of time deposits placed with
NationsBank, N.A. Interest income on time deposits for the three months and nine
months ended September 30, 1998 was $198.8 million and $636.8 million,
respectively.
On September 30, 1998, MPREIT had a total of $11.4 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 and nine
months ended September 30, 1998 was $184.8 million and $708.9 million,
respectively.
8
<PAGE>
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 $8.0 million
and $27.0 million for the three months and nine months ended September 30, 1998,
respectively, compared to $7.6 million and $23.1 million for the same periods in
1997, 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 nine months of 1998, MPREIT purchased
$2.4 billion of loans from NationsBanc Mortgage. In addition, during the first
nine months of 1998, MPREIT purchased $790 million of loans from NationsBank,
N.A. and $425 million of loans in the secondary market through NationsBanc
Mortgage.
On August 31, 1998, MPREIT made a $17.0 million capital distribution to its
parent company Main Place Holdings, LLC, a wholly-owned subsidiary of
NationsBank, N.A. for the payment of 1998 income taxes.
During the first quarter of 1998, NationsBank, N.A. contributed $75.2 million in
available for sale securities to MPREIT. During the third quarter of 1997,
NationsBank, N.A. contributed approximately $13.1 billion in mortgage-backed
securities and collateralized mortgage obligations, approximately $16.0 million
of mortgage loans and $25.0 million in cash to MPREIT.
In September 1997, MPREIT paid cash dividends of $16.0 million to NationsBank,
N.A. upon finalization of taxable income for 1996 and the filing of the 1996
MPREIT tax return.
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. For further information related to the Corporation's
Year 2000 efforts, refer to the section entitled "Year 2000 Project" in the
Corporation's Quarterly Report on Form 10-Q for the period ended September 30,
1998.
NOTE 4 - LONG-TERM DEBT
The following table displays the primary terms of MPREIT's 1995-2 and 1997-1
mortgage-backed bonds as of September 30, 1998 (dollars in thousands):
<TABLE>
<CAPTION>
Series Series
1995-2 1997-1
(Issued (Issued
October 1995) March 1997)
- --------------------------------------------------------------------------------
<S> <C> <C>
Amount issued $1,500,000 $1,000,000
Reference rate 3-mo. LIBOR 3-mo. LIBOR
+17 bps +5 bps
Period-end interest rate 5.858% 5.738%
Maturity 2000 2000
Mortgage loans collateralizing mortgage-backed bonds:
Collateral-book value $2,631,484 $1,698,974
Collateral-discounted value 2,175,347 1,465,368
Collateral-approximate amount exceeding
minimum indenture requirements 593,000 410,000
</TABLE>
On July 17, 1998, MPREIT repaid its obligations on the Series 1995-1
mortgage-backed bonds of $1.5 billion.
9
<PAGE>
Interest expense on the Series 1995-1, 1995-2 and 1997-1 mortgage-backed bonds
for the three months and nine months ended September 30, 1998 was $41.5 million
and $161.5 million, respectively, compared to $61.0 million and $166.7 million
for the same periods in 1997. Interest expense on subordinated notes repaid on
March 18, 1997 was $14.0 million for the nine months ended September 30, 1997.
NOTE 5 - SUBSEQUENT EVENTS
Management of MPREIT currently intends to merge MPREIT with and into its parent
company, Main Place Holdings, LLC, in December 1998. In connection with this
merger, MPREIT will pay each holder of Class B Trust Shares the fair value of
such shares, in cash. In anticipation of this transaction, on October 15, 1998,
Main Place Holdings Corporation, the former parent company of MPREIT, was merged
into and with Main Place Holdings, LLC, a direct wholly owned subsidiary of
NationsBank, N.A.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Net income for the three months and nine months ended September 30, 1998 was
$614.8 million and $1.8 billion, respectively, compared to $315.6 million and
$770.8 million, respectively, in the comparable 1997 periods. The change in net
income reflects the impact of several factors, including the average 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 $347.8 million and $1.6 billion for the three months
and nine months ended September 30, 1998, respectively, compared to the same
periods 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 three months and nine months ended September 30, 1998,
MPREIT sold available for sale securities, resulting in net gains of $42.1
million and $57.9 million, respectively. Interest expense increased $93.2
million and $598.6 million for the three months and nine months ended September
30, 1998, respectively, over interest expense for the same periods in 1997 due
primarily to interest expense associated with higher average securities sold
under agreements to repurchase.
The provision for credit losses was $2.4 million for the nine months ended
September 30, 1998 compared to no provision expense for the same period in 1997.
A $5.0 million credit to provision expense was recorded in the third quarter of
1998. Provision expense is based on the level of net charge-offs and loans, as
well as management's assessment of the adequacy of the allowance for credit
losses.
Other operating expenses increased $1.9 million and $7.6 million during the
three months and nine months ended September 30, 1998, respectively, compared to
the same periods in 1997, due mainly to higher mortgage servicing costs
associated with the increase in average loans outstanding and higher foreclosed
properties expense.
The average yields on mortgage loans for the three months and nine months ended
September 30, 1998 were 7.42 percent and 7.44 percent, respectively, compared to
7.53 percent for the same periods of 1997. 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 and nine months ended September 30, 1998 were 6.02 percent and 6.01
percent, respectively, compared to 6.10 percent and 5.97 percent for the same
prior year periods.
MPREIT had $107.3 million of nonperforming loans on September 30, 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 and
levels of loans purchased and contributed may result in higher levels of
nonperforming loans.
For information related to the Corporation's Year 2000 efforts, refer to the
section entitled "Year 2000 Project" in the Corporation's Quarterly Report on
Form 10-Q for the period ended September 30, 1998.
11
<PAGE>
Part II. OTHER INFORMATION
Item 5. Other Information
Management of MPREIT currently intends to merge MPREIT with
and into its parent company, Main Place Holdings, LLC, in
December 1998. In connection with this merger, MPREIT will pay
each holder of Class B Trust Shares the fair value of such
shares, in cash. In anticipation of this transaction, on
October 15, 1998, Main Place Holdings Corporation, the former
parent company of MPREIT, was merged into and with Main Place
Holdings, LLC, a direct wholly owned subsidiary of
NationsBank, N.A.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
12 Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
(b) Reports on Form 8-K:
None.
12
<PAGE>
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: November 13, 1998 /s/ NEIL COTTY
----------------------------------
Neil Cotty
Senior Vice President/Principal
Accounting Officer
(Principal Accounting and Duly
Authorized Officer)
13
<PAGE>
MAIN PLACE REAL ESTATE INVESTMENT TRUST
FORM 10-Q
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
12 Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
14
<TABLE>
<CAPTION>
MAIN PLACE REAL ESTATE INVESTMENT TRUST
RATIO OF EARNINGS TO FIXED CHARGES
- ----------------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
Nine Months Year Year Year From Inception
Ended Ended Ended Ended Through
September 30, December 31, December 31, December 31, December 31,
1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Income before taxes $1,759,620 $1,293,866 $216,709 $ 48,070 $ 5,459
Fixed charges:
Interest expense 867,755 595,818 255,318 145,822 25,701
Amortization of debt discount
and appropriate issuance
appropriate
costs 2,582 3,713 2,856 983 -
-------------------------------------------------------------------------------
Total fixed charges 870,337 599,531 258,174 146,805 25,701
Earnings before fixed charges $2,629,957 $1,893,397 $474,883 $194,875 $31,160
===============================================================================
Fixed charges $ 870,337 $ 599,531 $258,174 $146,805 $25,701
===============================================================================
Ratio of Earnings to Fixed
Charges 3.02 3.16 1.84 1.33 1.21
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary information extracted from the September 30, 1998
Form 10-Q for Main Place Real Estate Investment Trust and is qualified in its
entirety by reference to wuch financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,956,158
<INT-BEARING-DEPOSITS> 14,900,000
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 17,774,377
<INVESTMENTS-CARRYING> 253,786
<INVESTMENTS-MARKET> 253,730
<LOANS> 14,024,621
<ALLOWANCE> (42,063)
<TOTAL-ASSETS> 49,393,015
<DEPOSITS> 0
<SHORT-TERM> 11,385,175
<LIABILITIES-OTHER> 29,048
<LONG-TERM> 2,499,863
0
0
<COMMON> 1,200
<OTHER-SE> 35,477,729
<TOTAL-LIABILITIES-AND-EQUITY> 49,393,015
<INTEREST-LOAN> 864,944
<INTEREST-INVEST> 1,103,944
<INTEREST-OTHER> 636,831
<INTEREST-TOTAL> 2,605,719
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 870,337
<INTEREST-INCOME-NET> 1,735,382
<LOAN-LOSSES> 2,400
<SECURITIES-GAINS> 57,856
<EXPENSE-OTHER> 31,218
<INCOME-PRETAX> 1,759,620
<INCOME-PRE-EXTRAORDINARY> 1,759,620
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,759,620
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 107,291
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 41,412
<CHARGE-OFFS> 1,749
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 42,063
<ALLOWANCE-DOMESTIC> 42,063
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
