<PAGE>
================================================================================
                                   FORM 10 - K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE 
    ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from __________________ to _______________________.

Commission file number 33-24649

                                  ATCORP, INC.

             (Exact name of registrant as specified in its charter)

               New Jersey                                22-2911209
     (State or other jurisdiction of          (IRS Employer Identification No.)
     incorporation of organization)

  8000 Sagemore Dr, Marlton, New Jersey                     08053
(Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code. (609) 983-4000

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 and 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_____

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation SK is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10K or any
amendments to this Form 10K.  [X]

         The aggregate market value of the Common Stock, par value $5.00, of the
Registrant held by non-affiliates of the Registrant on March 27, 1996 was
$2,914,975.

         Solely for the purpose of the determination set forth above of the
market value of the Common Stock held by non-affiliates, the Registrant has
assumed that all of its directors, executive officers, and beneficial owners of
5% or more of its outstanding Common Stock are affiliates.

         As of March 27, 1996, there were outstanding 780,266 shares of the
Registrant's Common Stock of which 8,516 were Treasury Stock.

Documents Incorporated by Reference: None
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<PAGE>

<TABLE>
<CAPTION>

                                      INDEX
     
                                                                                                      Page No.

                      Part I
<S>                   <C>                                                                             <C>
Item 1                Business.........................................................................1
Item 2                Properties.......................................................................2
Item 3                Legal Proceedings................................................................3
Item 4                Submission of Matters to a Vote of Security Holders..............................3
Special Item          Executive Officers of the Registrant.............................................4

                      Part II

Item 5                Market of the Registrant's Common Equity and Related
                           Stockholder Matters.........................................................5

Item 6                Selected Financial Data..........................................................7
Item 7                Management's Discussion and Analysis of Financial
                           Condition and Results of Operations.........................................8

Item 8                Financial Statements and Supplementary Data.....................................20
Item 9                Changes in and disagreements with Accountants on
                           Accounting and Financial Disclosures.......................................42

                      Part III

Item 10               Directors and Executive Officers of the Registrant..............................43
Item 11               Executive Compensation..........................................................44
Item 12               Security Ownership of Certain Beneficial Owners and
                           Management.................................................................46

Item 13               Certain Relationships and Related Transactions..................................47

                      Part IV

Item 14               Exhibits, Financial Statement Schedules and Reports
                           on Form 8-K................................................................48

</TABLE>

<PAGE>


                                     PART I

Item 1. Business

         ATCORP, INC. (the "Company"), a New Jersey business corporation, is a
bank holding company whose sole subsidiary is Equity National Bank, a national
banking association formerly named Atco National Bank (the "Bank"). The Company
was organized at the direction of the Board of Directors of the Bank in August
1988 to acquire all of the capital stock of the Bank pursuant to a Plan of
Reorganization adopted by the Board of Directors of the Bank and subsequently
approved on December 14, 1988 by the shareholders of the Bank. Under the terms
of the Plan of Reorganization, each outstanding share of common stock and
preferred stock of the Bank was converted into shares of the Common Stock of the
Company, and the Bank became a wholly-owned subsidiary of the Company, all
effective as of December 31, 1988.

         The Company acts as a holding company and does not directly engage in
any substantial business activities. The Company expects to function primarily
as a holder of all of the Bank's capital stock. As a bank holding company
subject to the jurisdiction of the Federal Reserve Board, the Company has the
legal capacity to acquire or form additional subsidiaries, including other banks
and companies engaged in nonbanking activities which the Federal Reserve Board
has found to be so closely related to banking or managing or controlling banks
as to be a proper incident thereto. Holding companies may also directly engage
in such related nonbanking activities. The types of nonbanking activities which
are currently permissible are subject to change by the Federal Reserve Board.
Although the Company has no present plans to engage in such activities, it may
choose to do so in the future. At March 27, 1996, the company had 324
shareholders.

History and Business of the Bank

         The Bank, established in 1925, is a national banking association under
the supervision of the Comptroller of the Currency (the "Comptroller"). The
Bank's headquarters is located at 2155 Atco Avenue, Atco, New Jersey 08004.

         The Bank engages in a full-service commercial banking business,
including accepting time and demand deposits, making secured and unsecured
commercial and consumer loans, financing commercial transactions, and making
construction and mortgage loans. Its deposits are insured by the Federal Deposit
Insurance Corporation ("FDIC") to the extent provided by law.

         In addition to its main office and operations center, the Bank has
three full-service branch offices. One is located in Atco, New Jersey, the
second branch office is located in Evesham Township, New Jersey and the third is
located in Cherry Hill, New Jersey.

         The Bank has an additional office under construction in Moorestown, New
Jersey. This office is expected to open in the late summer of 1996. Additional
sites are being explored for more branch offices.

         The Bank has one subsidiary, AT Corp., a Delaware corporation, which is
a passive investment company whose sole activity is to manage the majority of
the Bank's investments.

         At December 31, 1995 the Bank had 66 full-time and 20 part-time
employees. The Company presently has no employees.

Competition

         The Bank's principal market is in the lower part and northern part of
Camden County, a portion of southern Burlington County and northern Atlantic
County, New Jersey. In this area the Bank competes primarily with other banks,
savings and loan associations, mutual savings banks and credit unions, as well
as brokerage firms and insurance companies. The Bank also competes with mortgage
bankers, finance companies and leasing companies in certain aspects of its
lending business. Many of its competitors have significantly greater financial
resources than the Bank and larger branch networks. Some of these competitors
also have advantages as a result of the different regulations under which they
operate and other factors, including size and convenience of location.


                                       1



<PAGE>

         The business of the Bank is not dependent upon any single customer and
the loss of any single or any few customers would not have a material adverse
impact upon the Bank.

Monetary Policy and Regulatory Issues

         The earnings of the Bank are affected by the policies of regulatory
authorities, including the Comptroller the Federal Reserve Board and the FDIC.
An important function of the Federal Reserve System is to regulate the money
supply and interest rates. Among the instruments used to implement those
objectives are open market operations in United States government securities,
changes in reserve requirements against member bank deposits, and limitations on
interest rates that member banks may pay on time and savings deposits. These
instruments are used in varying combinations to influence overall growth and
distribution of bank loans, investments, and deposits, and their use may also
affect rates charged on loans or paid for deposits.

         The Bank is a member of the Federal Reserve System and, therefore, the
policies and regulations of the Federal Reserve Board have had and will continue
to have a significant effect on its deposits, loans, and investment growth, as
well as the rate of interest earned and paid, and are expected to affect the
Bank's operations in the future. The effect of such policies and regulations
upon the future business and earnings of the Bank cannot be predicted. The
Federal Reserve System also regulates the activities of the Company.

         The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") requires prompt corrective action against undercapitalized
institutions and has established five capital categories. These are well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized. Well capitalized institutions
significantly exceed the required minimum level for each capital measure
(currently, risk-based and leverage). Adequately capitalized includes depository
institutions that meet the required minimum level for each capital measure.
Undercapitalized represents depository institutions that fail to meet the
required minimum level for any relevant capital measure. Significantly
undercapitalized describes depository institutions that are significantly below
the capital minimum requirements. Currently the Bank and the Company are
considered well capitalized.

Item 2.  Properties

         The Company does not own any real property. The Bank owns the following
properties which are used by the Bank in its day-to-day operations:

         Main Office: 2155 Atco Avenue, Atco, Waterford Township, Camden County,
         New Jersey

         Branch Office: 249 White Horse Pike, Atco, Waterford Township, Camden
         County, New Jersey.

         Operations Center: 368 White Horse Pike, Atco, Waterford Township,
         Camden County, New Jersey

         All of the properties owned by the Bank are free and clear of
encumbrances.

         The main office and branch offices of the Bank are used only for the
purpose of banking offices. Approximately half of the operations center houses
the Bank's data processing center, customer records and records retention
personnel. The remaining half is leased to businesses who have no connection
with the Bank except as customers.

         The Bank may hold title to properties as a result of foreclosure
actions to collect past due loans.

         The Bank leases space in Marlton, Evesham Township, Burlington County,
New Jersey, at Route 73 and Marlton Parkway, in the Sagemore Complex. This
location serves as an additional branch office of the Bank and the Executive
Offices of the Company. The Cherry Hill office at 901 N. Kings Highway is leased
and the office under construction in Moorestown, New Jersey is under a lease
agreement.
                                       2

<PAGE>

Item 3.  Legal Proceedings

         In September 1991, the Comptroller completed an examination of the
Bank. As a result of the examination, the Comptroller advised the Board of
Directors of the Bank of its concerns regarding the overall condition of the
Bank and requested that the Board of Directors of the Bank agree to develop and
institute certain remedial programs to respond to the Comptroller's concerns. To
memorialize the agreement, the Bank entered into a commitment letter in which
the Board agreed, among other things, to take steps to develop a strategic plan,
review management and staffing, improve loan administration and develop a
capital plan. Management has responded to all of the Comptroller's concerns, and
in their opinion, have met all mandates of the commitment letter. Effective
February 23, 1994, the Comptroller concluded the Bank had achieved substantial
compliance with the commitment letter. As a result, the Comptroller removed the
Bank from its special supervision program and terminated the commitment letter.

         Gerald Pliner was a member of the Bank's Board of Directors from 1977
to June 1987, and is the direct owner of approximately 2.3% of the outstanding
Common Stock. His two sisters collectively own approximately 2.1% of the
outstanding Common Stock. A pension trust in which Mr. Pliner and his two
sisters are beneficiaries owns approximately 21.2% of the outstanding Common
Stock. Mr. Pliner disclaims beneficial ownership of the shares owned by his
sisters, and the shares owned by such pension trust not attributable to his
account. See "Item 12 Security Ownership of Certain Beneficial Owners and
Management".

         As a result of Mr. Pliner's having entered into a plea agreement with
the United States Attorney's Office for the District of New Jersey, relating to
certain alleged occurrences between 1980 and 1982 involving Mr. Pliner's
activities in his capacity as a Director of the Bank, on December 27, 1987, the
Comptroller issued an order of removal, prohibiting Mr. Pliner from
participating in any manner in the conduct of the affairs of the Bank. This
prohibition remains in effect as of March 27, 1996, and includes barring Mr.
Pliner from voting his shares in the Company without the prior written approval
of the appropriate regulatory agency.

         The nature of the Bank's business generates a certain amount of
litigation involving matters arising in the ordinary course of business. At the
present time no material proceedings are pending, or are known to be threatened
or contemplated against the Bank by government authorities. There is no
litigation or material proceedings by government authorities or others pending,
or known to be threatened or contemplated, against the Company.

Item 4.  Submission of Matters to a Vote of Security Holders

         None

Option Plan

         In 1990, stockholders approved the 1990 incentive stock plan. The
Option Plan authorizes the grant of incentive stock options to key employees of
the Company and its subsidiaries, which includes the Bank (the "Option Plan").
The Option Plan authorizes the Board of Directors, or a committee of the Board
of Directors, to administer the Option Plan and to grant incentive stock options
from time to time that qualify as incentive stock options under Section 422A of
the Code ("Incentive Stock Options") to key employees of the Company and its
subsidiaries. At March 27, 1996 there were approximately eleven key employees of
the Company and the Bank. Incentive Stock Options will be granted based upon
services, present and potential contributions to the Company's and the Bank's
success, and such other factors as the Board may deem relevant. A total of
50,000 shares of the Company's Common Stock may be issued pursuant to options
granted under the Option Plan, subject to "anti dilution" adjustments in the
event of any changes in the Company's capitalization.

         All Incentive Stock Options lapse upon the expiration of the option
term specified at the time of grant, which term may not exceed ten years from
the date of grant (or five years in the case of an optionee who on the date of
grant owns 10% or more of the voting stock of the Company); provided that an
employee's options may lapse earlier if his employment with the company is
terminated. The option price for an Incentive Stock Option must be at least 110%
of the fair market value of the shares subject to option at the time the option
is granted; provided, however, with the exception of Common Stock reacquired by
the Company, the option price shall not be less then the greater of 110% or the


                                       3
<PAGE>

fair market value of the shares at the time the option is granted or the per
share book value of the Company for the calendar quarter preceding the date on
which the Incentive Stock Option is granted. The aggregate fair market value
(determined at the time an Incentive Stock Option is granted) of shares with
respect to which Incentive Stock Options under the Plan are exercisable for the
first time by an optionee during any calendar year (under all incentive stock
options plans of the Company and any parent and subsidiary corporations) shall
not exceed $100,000.

         As part of the Option Plan, and each Incentive Stock Option agreement
to be issued under the Option Plan, each optionee would agree not to vote the
Options Shares until the effective date of the first to occur of any of the
following events:

           (i)  a merger or consolidation of the Company,

          (ii)  the sale, lease or other disposition of all or substantially all
                of the assets of the Company, whether in a single transaction or
                a series of transactions,

         (iii)  the elimination of preemptive rights with respect to the
                Company's Common Stock,

          (iv)  a Public Offering, as that term is defined in the section of
                this Form 10K captioned "Second Restated Certificate of
                Incorporation"; provided, however, that for the purpose of the
                Option Plan, the effective date of a Public Offering will be the
                date of Closing of such Public Offering:

provided, further, that such event shall have been approved by the affirmative
vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of
the then outstanding shares of each class of the capital stock of the Company
entitled to vote (except as otherwise provided by law or the Company's
Certificate of Incorporation, as amended), exclusive of the Option Shares; and
provided, further, that the Company will use its best efforts to conduct a
Public Offering prior to the expiration of ten years from the date of the
adoption of the Plan.

         In addition, upon the effective date of the Public Offering, the
preemptive rights of the then shareholders of the Company with respect to the
aggregate number of Option Shares would become exercisable. In order to effect
such preemptive rights, each optionee would grant to each shareholder, under
such optionee's Incentive Stock Option agreement, a call option ("Call Option"),
exercisable for a period of 30 days commencing on the effective day of the
Public Offering, to acquire such number of Option Shares that when added to the
number of other shares of the Company's Common Stock offered in the Public
Offering which would be acquired by shareholder, would enable such shareholder
to maintain his same percentage ownership of the Company as on the date prior to
the effective date of the Public Offering. The Call Options would be exercisable
at the Public Offering per share price. The Call Options, which, in effect,
would constitute a public offering by the optionees of the Option Shares, would
be registered with the Securities and Exchange Commission at the same time as
the Public Offering.

         The Company will use its best efforts to cause the Public Offering to
become effective within ten years after the issuance of the Option Shares. In
the event that such Public Offering does not take place, the Company may, at its
option, at the time during a period of 120 days prior to the tenth anniversary
of the date of issuance of the Option Shares, repurchase the Option Shares from
the holders thereof at a price equal to the then current fair market value of
the Option Shares. If the Company determines to repurchase the Option Shares,
the holders thereof must sell them to the Company.

         As of this date, no Incentive Stock Options have been granted under the
Option Plan.

Special Item: Executive Officers of the Registrant

Executive Officers

         The executive officers of the Company are as follows:

                                       4
<PAGE>
<TABLE>
<CAPTION>

                 Name                    Age                                Position

<S>                                     <C>                                                                        
         Marc L. Reitzes                56           Chairman and Chief Executive Officer of the Company and of
                                                     the Bank

         Michael M. Quick               48           President and Chief Operating Officer of the Company and of
                                                     the Bank. In addition, Chief Credit Administrator of the
                                                     Bank.

         Stewart A. Collins             56           Senior Vice President, Secretary and Treasurer of the
                                                     Company; Senior Vice President and Cashier of the Bank
         Bonnie J. DeLorenzo            49           Vice  President, Comptroller and Assistant Secretary of the
                                                     Company and the Bank
</TABLE>

         Marc L. Reitzes has been the President, Chief Executive Officer and a
Director of the Bank since 1983. In 1995 the Boards of the Bank and of the
Company appointed him Chairman. He currently serves as a Director of the
Company. At present, he has no other material banking or business affiliations.

         Michael M. Quick has been employed by the Bank since September 1991. In
1995 the Boards of the Bank and the Company appointed him President and Chief
Operating Officer. Between 1986 and 1991 he was employed as Chief Executive
Officer of a construction company. Prior to that he was an executive with
Midlantic Bank South. His last position with that company was Senior Real Estate
Lender. At present, he has no other material banking or business affiliations.

         Stewart A. Collins has been Senior Vice President, Cashier and a
Director of the Bank since 1983. He also currently serves as a Director of the
Company. At present he has no other material banking or business affiliations.
Stewart Collins and Bonnie DeLorenzo are husband and wife.

         Bonnie J. DeLorenzo has been employed by the Bank since 1964, and has
held the position of Assistant Vice President since 1985 and Comptroller since
1986 and Assistant Vice President and Comptroller of the Company since 1988. In
1990 she was appointed Vice President and Comptroller of the Company and the
Bank. At present, she has no other material banking or business affiliations.

PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder 
        Matters.

         There is no established trading market for the Common Stock.
Transactions in the Company stock have occurred infrequently in the
over-the-counter market. The following is a table showing quotations for each of
the quarters in 1995:
<TABLE>
<CAPTION>


         QUARTER            HIGH BID        LOW BID          HIGH OFFER       LOW OFFER
<S>                        <C>              <C>               <C>               <C>    
         First             $10.00           $  8.00           $10.375           $  8.50
         Second            $ 9.00           $  8.375          $  9.375          $  9.375
         Third             $11.75           $10.25            $12.375           $10.750
         Fourth            $12.00           $11.75              NONE             NONE
</TABLE>

         A stock dividend of 5 shares for each 100 shares held was paid on July
22, 1993 to shareholders of record on June 30, 1993. Cash was paid to the
shareholders in lieu of the issuance of fractional shares. The total cash
compensation which was paid to shareholders in lieu of the issuance of
fractional shares was $1,078.00. The fractions totaled 154 shares and were
purchased by Walter Crossley, a Director of the Company, at a price of $7.00 per
share.

         A stock dividend of 8.14 shares for each 100 shares held was paid on
February 18, 1994 to shareholders of record on January 19, 1994. Cash was paid
to shareholders in lieu of the issuance of fractional shares. The total cash
compensation paid to shareholders in lieu of the issuance of fractional shares
was $1,900.50. The fractions totaled 181 shares and were purchased by Frank
Bartolone, a Director of the Company, at a price of $10.50 per share.

                                       5
<PAGE>

         A stock dividend of 5 shares for each 100 shares held was paid on
February 24, 1995 to shareholders of record on January 25, 1995. Cash was paid
to shareholders in lieu of the issuance of fractional shares. The total cash
compensation paid to shareholders was $2,171.00. The fractions totaled 167
shares of which 84 were purchased by Frank Bartolone and 83 were purchased by
Walter Crossley at $13.00 per share. Both are Directors of the Company.

         A stock dividend of 5 shares for each 100 shares held was paid on
February 26, 1996 to shareholders of record on February 16, 1996. Cash was paid
to shareholders in lieu of the issuance of fractional shares. The total cash
compensation paid to shareholders was $1,937.00. The fractions totaled 149
shares which were purchased at $13.00 per share by Frank Bartolone, a Director
of the Company.

         As of December 31, 1995, there were approximately 324 holders of record
of the Company Common Stock with 771,750 shares outstanding, after adjustment
for the above mentioned stock dividends.

         The Company has not paid a cash dividend on its Common Stock, which has
been outstanding since January 1, 1989. Prior to the reorganization, the Bank
had not paid any dividends on its Common Stock since 1982. The Company has paid
stock dividends on five occasions since its formation. The Board of Directors of
the Company intends to continue paying stock dividends based upon adequate
earnings. However, there can be no assurance as to future dividends in cash or
in stock.

         The primary source of Company income will be the payment of dividends
by the Bank to the Company. The payment of dividends by the Bank is subject to
restrictions imposed by the National Bank Act, 12 U.S.C. ss.60. The dividend
limitation generally restricts dividend payments to a bank's retained net income
in the current and preceding two (2) calendar years. At December 31, 1994, the
Bank was prohibited from declaring or paying dividends in excess of $892,000. On
June 28, 1995 the Board of the Bank declared a stock dividend payable to the
parent, Atcorp, Inc. in the amount of $875,000. The difference of $17,000 when
added to the Bank's earnings for 1995 of $1,077,000 provides a new dividend
limitation of $1,094,000 at December 31, 1995.



                                       6
<PAGE>


   Item 6. SELECTED FINANCIAL DATA
   (Dollars in thousands, except per share
   amounts)

<TABLE>
<CAPTION>
                                                                           Year Ended December 31,
                                                              1991        1992          1993          1994          1995
                                                      -------------------------------------------------------------------
<S>                                                         <C>         <C>           <C>           <C>          <C>    
  SUMMARY OF OPERATIONS:
    Interest income                                         $8,999      $7,331        $7,241        $7,969       $10,753
    Interest expense                                         4,676       2,865         2,452         2,766         4,844
                                                      -------------------------------------------------------------------
       Net interest income                                   4,323       4,466         4,789         5,203         5,909
     Provision for possible loan losses                        660         216            75           160           115
                                                      -------------------------------------------------------------------
       Net interest income after provision                   3,663       4,250         4,714         5,043         5,794
    Other income                                               368         480           910           828           809
    Other expenses                                           3,981       4,262         4,272         4,626         5,189
                                                      -------------------------------------------------------------------
       Income before income tax
         provision and accounting change                        50         468         1,352         1,245         1,414
    Income tax provision                                         7         141           449           388           360
                                                      -------------------------------------------------------------------
       Income before accounting change                          43         327           903           857         1,054
    Cumulative effect of accounting change                       0           0           100             0             0
                                                      -------------------------------------------------------------------
       Net income                                              $43        $327        $1,003          $857        $1,054
                                                      -------------------------------------------------------------------
  EARNINGS PER COMMON SHARE  (1)
    Income before accounting change                          $0.06       $0.42         $1.17         $1.11         $1.37
    Cumulative effect of accounting change                    0.00        0.00          0.13          0.00          0.00
                                                      -------------------------------------------------------------------
       Earnings per common share                             $0.06       $0.42         $1.30         $1.11         $1.37
                                                      -------------------------------------------------------------------

  BALANCE SHEET DATA:
   (End of period)
     Net loans                                             $65,398     $57,457       $63,856       $70,308       $94,846
     Total assets                                          $90,812     $90,732      $105,054      $118,398      $157,775
     Deposits                                              $82,201     $82,917       $96,112      $108,563      $145,294
     Shareholders' equity                                   $6,685      $7,012        $8,015        $8,782       $10,468

  PERFORMANCE MEASURES:
    Return on average assets                                 0.05%       0.37%         1.06%         0.80%         0.78%
    Return on average equity                                 0.64%       4.80%        13.45%        10.50%        11.64%
    Average equity to average assets                         7.04%       7.73%         7.90%         7.66%         6.71%
    Dividend payout ratio                                    0.00%       0.00%        76.67%        53.10%        45.35%
</TABLE>
----------

(1)  Earnings per share has been retroactively adjusted to reflect the change in
     the number of shares outstanding as a result of the stock dividend paid
     February 26, 1996, effective December 31, 1995. See Note 1 of the financial
     statements.


                                       7
<PAGE>


Item 7. Management's Discussion and Analysis of Financial Condition and Results 
        of Operations

         The following analysis by the management of the Company summarizes the
significant changes in the results of operations presented in the consolidated
statements of income for the years ended December 31, 1995, 1994 and 1993, and
presents an analysis of the financial condition of the Company at December 31,
1995. The statistical and related information presented on the various tables as
well as the financial statements and accompanying notes should be read in
conjunction with this analysis.

Results of Operations for the Three Years Ended December 31, 1995

         The Company derives the majority of its revenues from its banking
subsidiary Equity National Bank ("Bank") and from the Bank's subsidiary AT Corp,
a Delaware corporation, which maintains a large portion of the Bank's investment
portfolio. The Bank concentrates on traditional banking functions of deposit
gathering and lending to businesses and individuals within the community. In
addition, it provides various fee generating services such as mortgage
origination and construction lending as well as traditional service charges and
fees for retail services including deposit accounts and safe deposit rentals.

         The loan portfolio increased from $71,460,000 at December 31, 1994, by
$26,136,000 to $97,596,000 at December 31, 1995. As shown in Table 7 the
increases in 1995 were $9,528,000 in commercial loans, $3,254,000 in real estate
construction and $4,351,000 in consumer loans. In addition increases of
$7,536,000 in real estate mortgage and $1,467,000 in loans held for sale were
experienced after decreases in 1994.

         Interest and fees on loans increased $1,886,000 (30%) to $8,094,000 in
1995 from $6,208,000 in 1994 which had increased $362,000 (6%) from $5,846,000
in 1993. As shown in Table 3, "Rate-Volume Analysis" the increase in 1995 was
due to increases in volume in lending and increases in interest rates. Table 1
shows the composition of earning assets and indicates that the average yield on
loans increased to 9.67% in 1995 from 9.22% in 1994, an increase of 45 basis
points which reflects the generally higher interest rate environment in which
the Bank operated during the majority of 1995 until the Federal Reserve lowered
rates in the third and fourth quarters. Interest income of $69,000 was not
recognized in 1995 and $102,000 was not recognized in 1994 due to the nonaccrual
status of certain loans.

         Interest on Federal Funds sold increased $51,000 (44%) to $167,000 in
1995 from $116,000 in 1994 and decreased $17,000 (13%) in 1994 from $133,000 in
1993. Table 3 shows the increase in 1995 was due to the combined effect of
increases in income of $18,000 due to volume and an increase in income of
$33,000 due to an increase in interest rates. Table 1 shows that the average
yield on these funds increased by 1.22% from 4.66% in 1994 to 5.88% in 1995.

         Interest on investment securities-taxable increased $613,000 (40%) to
$2,163,000 in 1995 from $1,550,000 in 1994 and increased $299,000 (24%) in 1994
from $1,251,000 in 1993. As indicated on Table 3, the increase in income was due
to an increase in volume of $370,000 and an increase in yield or rates of
$243,000. The average yield on taxable investments increased by 0.82% from 5.69%
in 1994 to 6.51% in 1995, as shown on Table 1. An analysis of the portfolio is
shown on Table 5 "Analysis of Investment Securities" and the maturity
distribution of the Company's investments is shown on Table 6 "Maturity
Distribution of Investment Portfolio at December 31, 1995". The Company's policy
is to concentrate investment maturities in the one to ten year range. As shown
on Table 6, 75% of the portfolio matures within ten years within which 13% of
the portfolio matures during one year and 35% matures in the one to five year
category. Many of the securities in the 5-10 year range have average life
expectancy of less than five years due to their cash flow characteristics.
Management continues to invest in securities which are guaranteed by the U.S.
Government or its agencies or securities which are investment grade.

         Interest on tax-exempt securities increased to $307,000 in 1995 from
$88,000 in 1994 and average balances increased from $2,334,000 to $6,306,000. In
addition the yield on these investments improved 1.1% from 3.77% to 4.87%. The
majority of these securities are issued by municipalities in New Jersey.

         Interest expense on deposits increased $2,067,000 (75%) to $4,814,000
in 1995 from $2,747,000 in 1994 and increased $310,000 (13%) in 1994 from
$2,437,000 in 1993. The increase in 1995 was due to the combined effect of
increases in volume of $1,356,000 and increases in interest rates of $711,000,


                                       8
<PAGE>

as indicated on Table 3. The average rate paid on deposits and borrowed funds
increased 1.09% from 3.41% in 1994 to 4.50% in 1995, as shown on Table 1 which
details each deposit category. This increase reflects the generally higher
interest rate environment in which the Bank operated during the majority of 1995
until rates started to ease in the fall.

         The Bank experienced an increase in average interest bearing
liabilities, during 1995, of $26,443,000 from $81,226,000 in 1994 to
$107,669,000 in 1995.

         As a result of the changing deposit mix and higher interest rates,
interest income before the provision for loan losses increased $706,000 (14%) to
$5,909,000 in 1995 from $5,203,000 in 1994 and increased $414,000 (9%) in 1994
from $4,789,000 in 1993. The increase from volume was partially reduced by the
increase in deposit rates as shown in Table 3. The net average interest margin
dropped 55 basis points from 5.22% in 1994 to 4.67% in 1995 as shown on Table 1.

         The provision for possible loan losses decreased $45,000 to $115,000 in
1995 from $160,000 in 1994 and increased $85,000 in 1994 from $75,000 in 1993.
The lower provision in 1995 was a result of higher recoveries. Loans charged off
during 1995 were $144,000 compared with $308,000 in 1994, a decrease of
$164,000. In addition, the Bank received recoveries on loans of $160,000 in 1995
as compared to $65,000 in 1994.

         The balance in the allowance for loan losses increased to $1,283,000 in
1995, representing 1.31% of total loans held for investment, from $1,152,000 in
1994 which represented 1.61% of total loans at December 31, 1994. Management
believes, based on its review of the current quality of the loan portfolio and
its historical experience, that the allowance for losses is adequate to cover
future loan losses. Adequacy of the allowance for losses is reviewed quarterly.

         Noninterest operating income decreased $19,000 (2%) to $809,000 in 1995
from $828,000 in 1994 and decreased $82,000 (9%) in 1994 from $910,000 in 1993.
The decrease in 1995 was due largely to a decrease in service charges of
$150,000, gains on the sale of mortgage loans of $85,000 and a decrease in gains
on the sale of other real estate owned of $30,000. These decreases were
partially offset by an increase in gains on the sale of investment securities
available for sale of $81,000 and an increase in other income of $165,000. The
increase in other income included proceeds from an insurance settlement arising
from a loss on a property held as collateral for a letter of credit and funds
received in settlement of guarantees on loans that recovered costs incurred over
and above the amounts charged off in previous years.

         Noninterest operating expense increased $563,000 (12%) to $5,189,000 in
1995 from $4,626,000 in 1994 and increased $354,000 (8%) in 1994 from $4,272,000
in 1993. The increase in 1995 was due to increases in salaries and benefits of
$365,000 (16%) occupancy costs of $68,000 (14%), furniture and equipment costs
of $58,000 (18%) and all other expenses of $215,000 (21%). These increases
reflect costs of opening the Cherry Hill office and increased staff in loan and
support areas to handle the increased business volume as the Bank increased
$39,377,000 or 33% in overall size. Partially offsetting the increased costs
were decreases in professional fees of $56,000 (15%), and FDIC assessment of
$87,000 (42%). During 1995, the Bank recovered $66,000 and in 1994, $16,000 of
legal fees and other expenses related to collection efforts of loans charged-off
in years prior to 1993. These recoveries are reflected as reductions of
professional fees and other miscellaneous expenses. Professional fees were
reduced as litigation for the collection of loans has been reduced. The FDIC
assessment was reduced by rebate and reduction of the assessment as the Bank
Insurance Fund was restored to regulatory levels.

         Income before taxes increased $169,000 to $1,414,000 in 1995 compared
with 1994 income of $1,245,000, and decreased $107,000 in 1994 from $1,352,000
in 1993.

         The Financial Accounting Standard Board issued Statement No.109
"Accounting for Income Taxes" in December 1991 which the Company adopted in
1993. The Statement required either retroactive application or cumulative catch
up to reflect the use of the liability method of accounting for income taxes
prescribed by SFAS No. 109 versus the deferral method under APB Opinion No. 11.
The Company adopted the statement during the first quarter of 1993 and chose not
to restate prior periods. The Company determined that the cumulative effect of


                                       9
<PAGE>

this change in accounting principle through January 1, 1993 was an increase in
the deferred income tax asset of approximately $100,000. This resulted in an
increase in earnings of $100,000 as of the beginning of the year ended December
31, 1993.

Liquidity and Rate Sensitivity

         Liquidity involves the Bank's ability to meet both present and future
cash needs. The degree of liquidity in the Bank's assets should be sufficient to
meet the cash flow requirements of customers requesting credit and depositors
withdrawing funds. A bank's liquidity stems from deposit growth, scheduled loan
payments, and the bank's ability to raise funds in financial markets such as the
Federal Funds Market, the Federal Reserve Discount Window and in the equity
markets. In November 1995 the Bank became a stockholder in the Federal Home Loan
Bank of New York. This provides the Bank with several additional methods of
funding loans and investments at attractive rates. In addition, liquidity comes
from the Bank's cash position, short term investments and investment securities
available for sale and, of course, current earnings.

         The Bank's liquid assets, consisting of cash, federal funds sold,
investments maturing within one year, interest and noninterest bearing balances
due from banks (including the Federal Reserve Bank of Philadelphia), decreased
to $12,065,000 in 1995 from $15,424,000 in 1994. Liquid assets represented 7.65%
and 13.0% of total assets at December 31, 1995 and 1994, respectively.

         The effect of liabilities on liquidity is much more difficult to
quantify. Liquidity is enhanced by a stable core deposit base and the ability of
the Bank to renew maturing deposits. The ability to attract deposits and borrow
funds depends in large measure on continued interest rate competitiveness,
profitability, capitalization and overall financial condition of the Bank. As
indicated in Table 13, jumbo certificates of deposit are not a significant
source of funds to the Bank as they represent only 5.85% of total deposits
compared with 9.65% in 1994.

         Management believes that liquidity is being maintained at adequate
levels, particularly in light of the Bank's large amount of core deposits.
Additionally, during 1995, the Bank increased its portfolio of securities
available for sale to $50,087,000. These securities serve as a potential
additional source of liquidity and include securities that management may employ
as part of its asset/liability management strategy and may be sold in response
to changes in interest rates or other factors.

         The impact of changes in interest rates on net interest income depends
on the magnitude of the movement in rates, the relative volumes of the Bank's
assets and liabilities that reprice within a given period of time and the
relationships among rates. The interest sensitivity portion of asset/liability
management provides for managing the extent to which maturing rate sensitive
assets and maturing rate sensitive liabilities are matched. If maturing rate
sensitive assets exceed maturing rate sensitive liabilities, the financial
institution is said to be asset sensitive or have a positive gap. In this case,
interest rate changes will be reflected more rapidly in asset yields than in
liability rates and, in a period of rising interest rates, net interest income
will increase. Conversely, in a declining rate environment, net interest income
would decrease. If the financial institution is liability sensitive, it is
considered to have a negative gap. In this case, the above described interest
rate movement would have the opposite impact.

         Table 4 presents the Bank's interest rate sensitivity position at
December 31, 1995. The Bank has a negative gap in the immediately adjustable,
one to 90 days, 91 to 180 days and 180 days to one year categories and positive
gaps in the remaining time periods. The cumulative gap for the one to five year
period is a negative $27,261,000 at December 31, 1995 which compares with a
negative cumulative gap of $2,076,000 at December 31, 1994. Management regularly
monitors the maturity structure of the Bank's assets and liabilities in order to
measure its level of interest rate risk and plan for future volatility.

         Management will continue to emphasize the maintenance of adequate
liquidity levels utilizing a balanced relationship between earning assets and
interest paying liabilities reflecting maturity and rate sensitivity. The Bank
will offer, from time to time, competitive deposit instruments to aid in the
matching of rates and terms with asset maturities and rates.



                                       10
<PAGE>

Capital

         During 1989, the Federal Reserve Board, which regulates the Company,
and the Office of the Comptroller of the Currency, which regulates the Bank's
activities, adopted and issued new capital guidelines. The adoption of these
guidelines, in conjunction with the Basel Capital Accord places United States
financial institutions on the same guidelines as those of financial institutions
throughout the rest of the world.

         The guidelines attempt to more closely measure capital adequacy by
taking into consideration the differences in risk associated with types of
assets as well as exposure to off-balance sheet commitments. The guidelines were
phased in through December 31, 1992 and call for a minimum Tier I capital
percentage of 4.0% of risk based assets and a total capital minimum standard of
8.0% of risk based assets. Tier I capital includes common stockholders' equity,
non-cumulative preferred stock and minority interests less goodwill. Total
capital includes Tier I capital plus cumulative preferred stock, hybrid
debt-capital securities, qualified subordinated debt and the allowance for loan
losses to 1.25% of risk-based assets.

         At December 31, 1995, the Bank's Tier I capital ratio was 10.04% and
its total capital to risk-based assets ratio was 11.29%, well within the new
capital guidelines. The regulators also established guidelines of a minimum of
4.0% for the leverage ratio which is the ratio of equity capital to total
assets. At December 31, 1995 the Bank's leverage ratio was 6.37% and the
Corporation's leverage ratio was 7.36%. In addition, guidelines were established
by the regulators to define the requirements of being well-capitalized. To be
considered well-capitalized the regulators require total capital plus the
admissible allowance for loan losses divided by total risk adjusted assets to be
in excess of 10%, Tier I capital (stockholders' equity) divided by total
adjusted risk based assets of 6% and a leverage ratio of stockholders' equity
divided by average total assets in excess of 5%. Currently the Bank and the
Corporation are considered well-capitalized.

Loan Quality

         Table 7 presents an analysis of the loan portfolio for 1995 and 1994.
At December 31, 1995, about 48% of the portfolio was secured by real estate
(primarily first mortgage residential and construction loans); at December 31,
1994, the percentage was 49%. Commercial loans represented 28% of the portfolio
in 1995 and 25% in 1994. The balance of the portfolio was in consumer loans, of
which $4,538,000 represented home equity lines of credit in 1995 versus about
$5,305,000 in 1994. In addition, consumer loans increased approximately
$4,351,000 related to automobile loans, fixed rate equity/second mortgage loans,
and municipal vehicle lease loans which management emphasized during 1994 and
1995 in order to diversify its portfolio and take advantage of generally better
yields for these credits.

         The Bank has continued to decrease the percentage of non-performing
assets as shown in Table 9. At December 31, 1995, non-performing assets
represented 1.08% of total assets, an increase of 0.03% from the year earlier
level of 1.05%. Total non-performing assets were 1.74% of total loans at
December 31, 1995 versus 1.73% at December 31, 1994.

         Management believes that it is operating in compliance with sound loan
approval policies and considers the quality of its loan portfolio to be
satisfactory and the level of non-performing loans to be within the normal range
for a bank of its size.

Effects of Inflation/Changing Prices

         Management is aware of the impact of inflation on interest rates and
the impact it can have on performance. The ability of the Bank to cope with
inflation can only be determined by analysis and monitoring of its asset and
liability position, particularly the mix of interest rate sensitive assets and
liabilities in order to reduce the effects of inflation on performance. The
asset and liability structure of a bank is significantly different from that of
industrial corporations in that virtually all assets and liabilities are
monetary in nature, meaning that they have been, or will be, converted to a
fixed number of dollars regardless of price changes. Monetary items would
include cash, loans and deposits. Nonmonetary items are those assets and
liabilities that do not gain or lose purchasing power solely as a result of
price level changes. Nonmonetary items for the Bank consist primarily of
premises and equipment.

                                       11
<PAGE>

         Inflation can have a more direct impact on certain categories of
operating expenses such as salaries and wages, employee benefits and supplies.
These expenses fluctuate more in line with changes in general price levels and
are very closely monitored by management for both the effects on inflation and
increases relating to such items as staffing levels, supply usage and occupancy
costs.

Accounting Standards Issued But Not Effective

         The Financial Accounting Standards Board issued Statements of Financial
Accounting Standards No. 122 "Accounting for Mortgage Servicing Rights" in May
1995; No. 123 "Accounting for Stock-Based Compensation" in October 1995.
Statement No. 122 which is required to be adopted in 1996 mandates that mortgage
banking enterprises recognize as separate assets rights to service mortgage
loans for others. The adoption of this statement in 1996 will not have an effect
on the financial statements since the Bank does not sell loans and retain
servicing rights.

Statement No. 123 is also required to be adopted in 1996 and requires that
financial statements include certain disclosures about stock-based employee
compensation arrangements. The adoption of this statement in 1996 will not have
an effect on the financial statements since the Bank has not used stock-based
compensation as a compensation vehicle. In the event that the Bank uses
stock-based compensation, the pro forma effect will be disclosed in the
footnotes to the financial statements in accordance with the statement.


                                       12
<PAGE>
<TABLE>
<CAPTION>

SUMMARY OF AVERAGE BALANCES,                                                   
                                                                         TABLE 1
INCOME /EXPENSE AND AVERAGE RATES

(In thousands except percentages)

                                                                   Year Ended                        Year Ended
                                                                December 31, 1995                  December 31, 1994
                                                     ---------------------------------------------------------------------------
                                                                                Average                           Average
                                                       Average       Income/     Yield/     Average     Income/    Yield/
                                                       Balance       Expense      Rate      Balance     Expense     Rate
                                                     ---------------------------------------------------------------------------
INTEREST EARNING ASSETS
<S>                                                  <C>          <C>              <C>    <C>           <C>             <C>  
Interest-bearing deposits
    in other banks                                   $    550     $     22         4.00%  $    206      $      7        3.40%
Investments-
  Taxable (1) (2)                                      33,224        2,163         6.51%    27,256         1,550        5.69%
  Nontaxable                                            6,306          307         4.87%     2,334            88        3.77%
Federal Funds                                           2,842          167         5.88%     2,489           116        4.66%
Loans, net (3)                                         83,665        8,094         9.67%    67,315         6,208        9.22%
                                                     ---------------------------------------------------------------------------
                 Total Interest Earning Assets       $126,587     $ 10,753         8.49%  $ 99,600      $  7,969        8.00%

NONINTEREST EARNING ASSETS                              8,361                                6,908

                          Total Assets               $134,948                             $106,508
                                                     --------                             --------

INTEREST-BEARING LIABILITIES

NOW, Super NOW and MMA                                 31,088        1,188         3.82%    20,223           511        2.53%
Savings accounts                                       23,490          769         3.27%    34,612         1,132        3.27%
Time deposits                                          52,591        2,857         5.43%    25,958         1,104        4.25%
Federal funds purchased and
     borrowed funds                                       500           30         6.00%       433            19        4.39%
               Total Interest-bearing Liabilities    $107,669     $  4,844         4.50%  $ 81,226      $  2,766        3.41%
                                                     ---------------------------------------------------------------------------

NONINTEREST-BEARING LIABILITIES                        18,227                               17,120

SHAREHOLDERS' EQUITY                                    9,052                                8,162
                                                     --------                             --------
                     Total Liabilities and
                      Shareholders' Equity           $134,948                             $106,508
                                                     ========                             ========

NET INTEREST INCOME/NET
  INTEREST MARGIN                                    $  5,909                      4.67%                $  5,203        5.22%
                                                     ========                                           ========              
 
</TABLE>



(1)  The indicated interest and average yields are not presented on a
     tax-equivalent basis.
(2)  Investments include those held for sale.
(3)  Nonaccruing loans have been included in the calculation of average
     balances.

<TABLE>
<CAPTION>
NET INTEREST INCOME                                                                 
(In thousands except percentages)

                            1995         % Change        1994        % Change    1993
                         ---------------------------------------------------------------
<S>                        <C>             <C>            <C>          <C>       <C>   
INTEREST INCOME            $10,753         34.94%         $7,969       10.05%    $7,241
INTEREST EXPENSE             4,844         75.13%          2,766       12.81%     2,452
                         ---------------------------------------------------------------
NET INTEREST INCOME         $5,909         13.57%         $5,203        8.64%    $4,789
                         ===============================================================
</TABLE>


                                       13
<PAGE>


RATE-VOLUME ANALYSIS                                                         
(In thousands except percentages)
<TABLE>
<CAPTION>

                                         1995 compared to 1994                                   1994 compared to 1993
                                     Increase (decrease) due to:                             Increase (decrease) due to:
                                  VOLUME        RATE           NET             VOLUME              RATE               NET
                                   (1)          (1)                              (1)                (1)
                               --------------------------------------        ----------------------------------------------
<S>                                  <C>           <C>           <C>             <C>             <C> <C>                <C>
Interest bearing deposits
     in other banks                  $ 14          $  1          $15             $ 2             $(  2)                 $0
  Investments-
   Taxable (2)                        370           243          613             326               (27)                299
   Nontaxable                         187            32          219              81                  3                 84
  Federal funds sold                   18            33           51            (75)                 58               (17)
  Loans, net                        1,570           316        1,886             668              (306)                362
                               --------------------------------------        ----------------------------------------------
    Total Interest Income           2,159           625        2,784           1,002              (274)                728

INTEREST EXPENSE
  NOW, Super NOW and MMA              347           330          677              38                 42                 80
  Savings accounts                  (363)             0        (363)             224               (17)                207
  Time deposits                     1,372           381        1,753              84               (61)                 23
  Federal funds purchased and
    borrowed funds                      3             8           11             (4)                  8                  4
                               --------------------------------------        ----------------------------------------------
   Total Interest Expense           1,359           719        2,078             342               (28)                314
                               ======================================        ==============================================
NET INTEREST INCOME                  $800        $( 94)        $ 706            $660            $( 246)              $ 414
                               ======================================        ==============================================

</TABLE>

(1)  Changes in interest income/expense not specifically attributable to rate or
     volume have been allocated in proportion to the amounts attributable to
     rate and volume.

(2)  The indicated interest income changes are not presented on a tax equivalent
     basis.

<TABLE>
<CAPTION>
INTEREST RATE SENSITIVITY                                                                                                  TABLE 4
(In thousands except percentages)
                                             
                                                                               REPRICING PERIOD
                                               BALANCE                                                                       FIXED
                                                 AT      IMMEDIATELY      1 TO 90    91 TO 180    181 TO 365     1 TO 5      BEYOND
                                              12/31/95   ADJUSTABLE         DAYS       DAYS          DAYS         YEARS     5 YEARS
                                             ---------------------------------------------------------------------------------------
<S>                                          <C>             <C>        <C>         <C>            <C>           <C>       <C>     
LOANS
Commercial, Industrial, and Agricultural     $27,759         $110       $ 2,822     $ 1,907        $3,910        $ 8,010   $ 11,000
Real Estate                                   45,912        1,725         8,023       5,943         3,557         21,271      5,393
Installment Loans to Individuals              22,458            0         4,585          70           235         11,663      5,905
                                            ----------------------------------------------------------------------------------------
    Total Loans (3)                           96,129        1,835        15,430       7,920         7,702         40,944     22,298

INVESTMENT SECURITIES (1)                     48,891            0           300         500         5,501         17,190     25,400
FEDERAL FUNDS SOLD                               775          775             0           0             0              0          0
INTEREST BEARING DEPOSITS
  IN OTHER BANKS                                 124          124             0           0             0              0          0

                                            ========================================================================================
    Total                                   $145,919       $2,734      $ 15,730      $8,420      $ 13,203        $58,134    $47,698
                                            ========================================================================================
SAVINGS/TIME DEPOSITS (2)                   $125,482      $ 8,116       $70,356      $8,650       $32,997        $ 5,363         $0
                                            ========================================================================================
    Total Interest-bearing Liabilities      $125,482       $8,116       $70,356      $8,650       $32,997         $5,363         $0
                                            ========================================================================================
INTEREST RATE SENSITIVITY                                $(5,382)     $(54,626)     $( 230)    $( 19,794)        $52,771   $ 47,698
CUMULATIVE GAP                                           $(5,382)     $(60,008)   $(60,238)     $(80,032)     ($ 27,261)    $20,437

</TABLE>

(1)  Investment securities include those held for sale and exclude Federal
     Reserve Bank stock and Federal Home Loan Bank stock.

(2)  Money market deposits are immediately adjustable. NOW and Savings accounts
     are included in the 1 to 90 days category as these accounts can only be
     repriced every 30 days.

(3)  Excludes loans held for sale.





                                       14
<PAGE>

ANALYSIS OF INVESTMENT SECURITIES TABLE 5
(In thousands except percentages)
                                                                         TABLE 5

                                             Book Value As Of December 31,
                                              1995                1994
                                         --------------      -------------
U.S. TREASURY SECURITIES (1)                   $10,343            $16,077

U.S. GOVERNMENT AGENCIES                        22,447              5,500

DEBT SECURITIES ISSUED BY                          250                250
   FOREIGN GOVERNMENTS

CORPORATE BONDS                                  4,835              5,702

MUNICIPAL SECURITIES                             7,009              4,331

CMO'S                                            3,992              2,509

FEDERAL RESERVE BANK STOCK                         224                198

OTHER SECURITIES                                   416                 15
                                         --------------      -------------
       Total                                   $49,516            $34,582
                                         ==============      =============

(1) Investments include those held for sale.

MATURITY DISTRIBUTION OF INVESTMENT                                      TABLE 6
PORTFOLIO AT DECEMBER 31, 1995
(In thousands except percentages)

<TABLE>
<CAPTION>
                                                         After               After
                                                       One year            Five years
                                   Within               Within               Within              After
                                  One year            Five years            10 years           10 years             Total
                                 ------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>                <C>                                   <C>    
U.S. TREASURY SECURITIES (1)
Book Value                                $5,012                $4,325             $1,006          -                     $10,343
Weighted average yield                     5.77%                 6.04%              7.17%          -                       6.02%

U.S. GOVERNMENT AGENCIES
Book Value                            -                         $7,429             $6,964              $8,054            $22,447
Weighted average yield                -                          7.18%              7.69%               7.81%              7.57%

DEBT SECURITIES ISSUED BY
  FOREIGN GOV'TS
Book Value                                  $250           -                   -                   -                        $250
Weighted average yield                     6.75%           -                   -                   -                       6.75%

CORPORATE SECURITIES
Book Value                            -                         $2,078             $1,719              $1,038             $4,835
Weighted average yield                -                          5.84%              7.53%               6.03%              6.48%

MUNICIPAL SECURITIES
Book Value                                $1,039                $3,359             $2,091                $520             $7,009
Weighted average yield                     4.20%                 4.76%              4.98%               5.39%              4.79%

CMO'S
Book Value                            -                    -                       $1,463              $2,529             $3,992
Weighted average yield                -                    -                        5.77%               7.19%              6.67%

OTHER SECURITIES (2)
Book Value                            -                    -                   -                          $15                $15
Weighted average yield                -                    -                   -                        0.00%              0.00%
                                 ================================================================================================
     Total Book Value                     $6,301               $17,191            $13,243             $12,156            $48,891
                                 ================================================================================================
    Weighted average yield                 5.55%                 6.26%              6.99%               7.43%              6.67%
</TABLE>

(1)  Investments include those held for sale.

(2)  Does not include Federal Reserve Bank stock and Federal Home Loan Bank
     stock.

                                       15
<PAGE>

ANALYSIS OF LOAN PORTFOLIO                                          Table 7
(In thousands except percentages)

                                                            December 31,
                                                   1995                 1994
                                                 ------------------------------
COMMERCIAL, FINANCIAL, AND AGRICULTURAL             $27,759            $18,231
REAL ESTATE-CONSTRUCTION                              9,628              6,374
REAL ESTATE-MORTGAGE                                 36,284             28,748
INSTALLMENT LOANS TO INDIVIDUALS                     22,458             18,107
                                                 ------------------------------
TOTAL LOANS HELD FOR INVESTMENT                      96,129             71,460
LOANS HELD FOR SALE                                   1,467                  0
                                                 ------------------------------
                          Total Loans                97,596             71,460
              Reserve for Loan Loss                   1,283              1,152

                                                 ==============================
                           Net Loans                $96,313            $70,308
                                                 ==============================


MATURITIES AND INTEREST RATE TERMS OF LOANS                                   
(In thousands except percentages)

Stated maturities (or earlier call dates) of loans as of December 31, 1995 are
summarized in the table below.

<TABLE>
<CAPTION>
                                                                             After        
                                                                           one year
                                                     Within                but within            After              
                                                    one year               five years          five years              Total
                                                ----------------     ------------------       -------------         ------------
<S>                                                     <C>                    <C>                      <C>             <C>    
LOANS:
Real estate-construction                                $ 7,168                $ 2,460                  $0              $ 9,628
Commercial, financial, and agricultural                   8,749                  8,010              11,000               27,759

                                                ================     ==================       =============         ============
                             Total                      $15,917                $10,470             $11,000              $37,387
                                                ================     ==================       =============         ============
</TABLE>


The following table shows for the above loans the amounts which have
predetermined interest rates and the amounts which have variable interest rates
at December 31, 1995:
<TABLE>
<CAPTION>

                                                                                  After        
                                                                                 one year
                                            Within              but within         After
                                           one year             five years      five years         Total
                                          ---------             -----------    ------------      ---------
<S>                                        <C>                    <C>           <C>               <C>     
Loans with predetermined rates             $ 9,350                $4,222        $ 10,809          $ 24,381
Loans with variable rates                    6,567                 6,248             191            13,006
                                          =========             =========      ==========         =========
                             Total         $15,917               $10,470         $11,000           $37,387
                                          =========             =========      ==========         =========
</TABLE>


The above classification of loans is based on the period in which the loans
mature (or earlier call dates) and does not necessarily correspond to the
repricing period.



                                       16
<PAGE>

NON-PERFORMING ASSETS                                                    TABLE 9
(In thousands except percentages)
<TABLE>
<CAPTION>

                                                                December 31,                     December 31,
                                                                    1995                             1994
                                                                 ----------                      ----------
<S>                                                                 <C>                             <C>   
NONACCRUAL LOANS: (1) (2)
Real estate                                                         $  531                          $  193
Commercial and industrial                                              559                             547
Installment loans to individuals                                         0                             249
                                                                 ==========                      ==========
                             Total                                   1,090                             989
                                                                 ==========                      ==========
OVERDUE LOANS:
Loans past due 90 days                                                 148                             210
Renogiated loans                                                         0                               0
                                                                 ----------                      ----------
                   Total non-performing loans                        1,238                           1,199
OTHER REAL ESTATE (3)                                                  464                              39
                                                                 ==========                      ==========
                  Total non-performing assets                       $1,702                          $1,238
                                                                 ==========                      ==========
TOTAL NON-PERFORMING ASSETS AS A
PERCENTAGE OF TOTAL ASSETS (4)                                       1.08%                           1.05%
TOTAL NON-PERFORMING ASSETS AS A
PERCENTAGE OF LOANS                                                  1.74%                           1.73%
</TABLE>

(1)  Unsecured loans are placed in nonaccruing status when 90 days past due.
     Interest continues to accrue on delinquent secured loans until the total
     principal and interest due is equal to management's estimate of the value
     of the collateral held.

(2)  Income of approximately $69,000 and $102,000 was not recognized as interest
     income due to the nonaccrual status of loans during 1995 and 1994,
     respectively.

(3)  Other Real Estate balances are shown net of the Allowance for ORE of
     $13,000 at 12/31/95 and $12,000 at 12/31/94.

(4)  Not included in the non-performing totals are loans for which the Bank has
     reached agreements with various borrowers that provide for a modification
     to the original contract maturity due to a change in the borrower's
     financial condition. At December 31, 1995 and 1994, the Bank maintained
     $2,573,000 and $3,337,000, respectively, of such loans, considered by
     Management to be potential problem loans.

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES                               TABLE 10
(In thousands except ratios)
<TABLE>
<CAPTION>

                                                                December 31,    December 31,
                                                                    1995           1994
                                                                ----------     ---------
<S>                                                                    <C>          <C>
BALANCE AT BEGINNING OF YEAR                                      $  1152       $  1235
CHARGEOFFS-
 Commercial, financial, and agricultural                               46           170
 Real estate                                                           28            97
 Installment loans to individuals                                      70            41
                                                                ----------     ---------
                        Total Chargeoffs                              144           308

RECOVERIES-
 Commercial, financial, and agricultural                               29            35
 Real estate                                                          120            15
 Installment loans to individuals                                      11            15
                                                                ----------     ---------
                        Total Recoveries                              160            65
                         Net Chargeoffs                              (16)           243
PROVISIONS FOR POSSIBLE LOAN LOSSES                                   115           160
                                                                ==========     =========
BALANCE AT END OF YEAR                                             $1,283        $1,152
                                                                ==========     =========

RATIO OF NET CHARGEOFFS TO NET AVERAGE
LOANS OUTSTANDING DURING PERIOD                                   (0.02)%          0.36%
RATIO OF RESERVE BALANCE TO TOTAL LOANS                             1.31%          1.61%
</TABLE>


     The allowance for loan losses is established through charges to earnings in
the form of a provision for loan losses. The amount charged to earnings is based
on several factors which include, but are not limited to, the following:

-    A continuing review of past-due, nonaccrual, and renegotiated loans, and
     overall portfolio quality;

                                       17
<PAGE>

     - Regular examinations of the loan portfolio by bank regulatory agencies
       and review by independent public accountants in connection with the audit
       of the financial statements taken as a whole;

-    Analytical review of charge-off experience by specific category of loans
     and the total loan portfolio;

-    Management's judgment with respect to economic conditions and the impact of
     such conditions on the existing portfolio.

     The adequacy of the allowance for loan losses is determined in accordance
with the foregoing factors on a quarterly basis. In the opinion of management,
the balance in the allowance for loan losses at December 31, 1995 is adequate to
cover future losses.

ALLOCATION OF THE ALLOWANCE FOR POSSIBLE LOAN LOSSES                   TABLE 11
(In thousands except percentages)

The following table shows the allocation of the allowance for loan losses by
major loan category and the percentage of the loans in each category to total
loans at year-end:

<TABLE>
<CAPTION>
                                                    December 31, 1995                                December 31, 1994
                                            Amount                    %                      Amount                        %
                                          --------             --------------               ----------                 ------------
<S>                                        <C>                        <C>                      <C>                          <C>   
Commericial, Financial, and
    Agricultural                           $  480                     28.88%                   $  321                       25.51%
Real Estate-Construction                        0                     10.02%                       76                        8.92%
Real Estate-Mortgage                          591                     37.75%                      496                       40.23%
Installment Loans to Individuals              135                     23.36%                      252                       25.34%
Unallocated                                    77                         -                         7                           -
                                          ========             ==============               ==========                 ============
                             Total         $1,283                    100.00%                   $1,152                      100.00%
                                          ========             ==============               ==========                 ============
</TABLE>





DEPOSITS                                                                TABLE 12
(In thousands except rates)

<TABLE>
<CAPTION>

                                                Year Ended                                              Year Ended
                                             December 31, 1995                                       December 31, 1994
                               -----------------------------------------------------------------------------------------------------
                               Average                             Average          Average                               Average
                               Balance         Expense               Rate           Balance            Expense              Rate

                               -----------------------------------------------------------------------------------------------------
<S>                             <C>               <C>                <C>             <C>                   <C>              <C>  
NONINTEREST-BEARING
DEMAND DEPOSITS                $17,142        -                    -                $16,313            -                  -

INTEREST-BEARING
DEMAND DEPOSITS                 31,088            1,188              3.82%           20,223                511              2.53%

SAVINGS DEPOSITS                23,490              769              3.27%           34,612              1,132              3.27%

TIME DEPOSITS                   52,591            2,857              5.43%           25,958              1,104              4.25%
                              ====================================================================================================
     Total                    $124,311           $4,814              3.87%          $97,106             $2,747              2.83%
                              ====================================================================================================

</TABLE>

                                       18
<PAGE>

MATURITIES OF CERTIFICATES OF DEPOSIT                                   TABLE 13
OF $100,000 OR MORE
(In thousands)
                                                      December 31, 1995
                                                      ------------------
Three months or less                                        $1,835

Over three months through six months                         2,957

Over six months through twelve months                        3,462

Over twelve months                                             241

                                                      =============
                             Total                          $8,495

                                                      =============


RETURN ON EQUITY AND ASSETS                                             TABLE 14

                                                        December 31,
                                           -----------------------------------
                                                  1995              1994
                                           -----------------------------------
RETURN ON AVERAGE ASSETS                         0.78%              0.80%

RETURN ON AVERAGE EQUITY                        11.64%             10.50%

AVERAGE EQUITY TO

   AVERAGE ASSETS                                6.71%              7.66%

DIVIDEND PAYOUT                                 45.35%             53.10%



                                       19
<PAGE>

Item 8.  Financial Statements and Supplementary Data

                          INDEX TO FINANCIAL STATEMENTS

                                                                           Pages

Report of Independent Public Accountants....................................21

Consolidated Balance Sheets.................................................22

Consolidated Statements of Income...........................................23

Consolidated Statements of Changes in Shareholders Equity...................24

Consolidated Statement of Cash Flows........................................25

Notes to Consolidated Financial Statements..................................26


                                       20
<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Shareholders and
Board of Directors of
Atcorp, Inc.:

We have audited the accompanying consolidated balance sheets of Atcorp, Inc.
(a New Jersey Corporation) and subsidiaries as of December 31, 1995 and 1994,
and the related consolidated statements of income, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Atcorp, Inc. and
subsidiaries as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.

As explained in Note 1 to the financial statements, effective January 1, 1993,
the Company changed its method of accounting for income taxes and, effective
January 1, 1994, the Company changed its method of accounting for investments in
debt and equity securities.



                                        ARTHUR ANDERSEN LLP

Philadelphia, Pa.,
February 27, 1996


                                       21
<PAGE>
                          ATCORP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (in thousands)

<TABLE>
<CAPTION>

                                                                       December 31
                                                            --------------------------

                          ASSETS                                 1995             1994     
                          ------                                 ----             ----     
                                                                              
<S>                                                         <C>               <C>     
CASH AND DUE FROM BANKS                                     $   4,865         $  3,861
                                                                              
FEDERAL FUNDS SOLD                                                775            5,613
                                                                              
INTEREST-BEARING DEPOSITS WITH OTHER INSTITUTIONS                             
                                                                  124               56
                                                                              
INVESTMENT SECURITIES                                                         
    Held to maturity (market value of $250 in                                 
       1995 and $23,262 in 1994)                                  250           24,165
    Available for sale (cost of $49,266 in 1995                               
      and $10,417 in 1994)                                     50,087           10,281
                                                                              
                                                               50,337           34,446
                                                               ------           ------
                                                                              
                                                                              
                                                                              
LOANS HELD FOR SALE                                             1,467              --
                                                                              
LOANS                                                          96,129           71,460
    Less--  Allowance for loan losses                          (1,283)          (1,152)
                                                               ------           ------ 
              Net loans                                        94,846           70,308
                                                               ------           ------
                                                                              
BANK PREMISES AND EQUIPMENT, net                                2,950            2,224
                                                                              
ACCRUED INTEREST RECEIVABLE                                     1,610            1,102
                                                                              
OTHER ASSETS                                                      801              788
                                                               ------           ------
              Total assets                                  $ 157,775         $118,398
                                                            =========         ========
                                                                       

                                                                       December 31
                                                            ---------------------------
                     LIABILITIES AND
                   SHAREHOLDERS' EQUITY                           1995             1994     
                   --------------------                           ----             ----     

DEPOSITS:
    Demand                                                  $   19,812       $   18,264
    Interest-bearing demand                                     46,355           22,838
    Savings                                                     21,155           28,391
    Certificates of deposit--$100,000 or more                    8,495           10,471
    Other time deposits                                         49,477           28,599
                                                                ------           ------
                                                                             
              Total deposits                                   145,294          108,563
                                                                             
ACCRUED INTEREST PAYABLE                                           521              246
                                                                             
OTHER LIABILITIES                                                1,492              807
                                                                ------           ------
                                                                             
              Total liabilities                                147,307          109,616
COMMITMENTS AND CONTINGENCIES                                                
    (Notes 10 and 14)                                                        
                                                                             
SHAREHOLDERS' EQUITY:                                                        
    Preferred stock, $5 par value per share;                                 
       1,000,000 shares authorized, none issued                              
       and outstanding                                              --               --
    Common stock, $5 par value per share;                                    
       2,000,000 shares authorized, 780,266 and                              
       743,516 shares issued and 771,750 and                                 
       735,000 outstanding in 1995 and 1994,                                 
       respectively                                                               3,718
                                                                 3,902       
                                                                             
ADDITIONAL PAID-IN CAPITAL                                       3,804            3,510
                                                                             
RETAINED EARNINGS                                                2,265            1,689
NET UNREALIZED HOLDING GAIN (LOSS) ON SECURITIES                             
                                                                   542              (90)
                                                                             
TREASURY STOCK, at cost (8,516 shares)                             (45)             (45)
                                                                ------           ------
                                                                             
                  Total shareholders' equity                    10,468            8,782
                                                                ------           ------
                  Total liabilities and                                      
                     shareholders' equity                   $  157,775       $  118,398
                                                            ==========       ==========
</TABLE>
                                                                        


        The accompanying notes are an integral part of these statements.

                                       22
<PAGE>


                          ATCORP, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                                (in thousands, except per share data)
                                                                                     Year Ended December 31
                                                                       --------------------------------------------------------


                                                                             1995             1994              1993     
                                                                             ----             ----              ----     
<S>                                                                    <C>              <C>               <C>            
INTEREST INCOME:
    Interest and fees on loans                                                $  8,094         $  6,208          $  5,846
    Interest on federal funds sold                                                 167              116               133
    Interest on interest-bearing deposits                                           22                7                 7
    Interest on investment securities--taxable                                   2,163            1,550             1,251
    Interest on investment securities--tax-exempt                                  307               88                 4
                                                                              --------         --------          --------  
       Total interest income                                                    10,753            7,969             7,241
                                                                              --------         --------          -------- 

INTEREST EXPENSE:
    Interest on deposits                                                         4,814            2,747             2,437
    Interest on other borrowed funds                                                30               19                15
                                                                              --------         --------          --------  
       Total interest expense                                                    4,844            2,766             2,452
                                                                              --------         --------          -------- 
       Net interest income                                                       5,909            5,203             4,789

PROVISION FOR LOAN LOSSES                                                          115              160                75
                                                                              --------         --------          --------
       Net interest income after provision for loan losses                       5,794            5,043             4,714
                                                                              --------         --------          -------- 

NONINTEREST OPERATING INCOME:
    Service charges, commissions and fees                                          426              576               442
    Investment security gains                                                      122               41               127
    Gain on sale of real estate owned                                                3               33               181
    (Loss) gain on sale of loans                                                    (2)              83                94
    Other                                                                          260               95                66
                                                                              --------         --------          -------- 
       Total noninterest operating income                                          809              828               910
                                                                              --------         --------          --------

NONINTEREST OPERATING EXPENSE:
    Salaries and employee benefits                                               2,578            2,213             2,018
    Occupancy                                                                      569              501               476
    Furniture and equipment                                                        379              321               307
    Professional fees                                                              306              362               315
    FDIC assessment                                                                121              208               195
    Other                                                                        1,236            1,021               961
                                                                              --------         --------          --------
       Total noninterest operating expense                                       5,189            4,626             4,272
                                                                              --------         --------          --------
       Income before income taxes                                                1,414            1,245             1,352

INCOME TAXES                                                                       360              388               449
                                                                              --------         --------          -------- 
NET INCOME BEFORE CUMULATIVE EFFECT
    OF CHANGE IN ACCOUNTING PRINCIPLE                                            1,054              857               903

CUMULATIVE EFFECT OF CHANGE IN
    ACCOUNTING PRINCIPLE                                                            --               --               100
                                                                              --------         --------          --------

NET INCOME                                                                    $  1,054          $   857           $ 1,003
                                                                              ========          =======          ======== 

EARNINGS PER COMMON SHARE:
    Income before change in accounting principle                              $  1.37           $ 1.11            $ 1.17
                                                                              --------         --------          -------- 
    Change in accounting principle                                                 --               --               .13

    Net income                                                                $  1.37           $ 1.11           $ 1.30
                                                                              ========          =======           =======

</TABLE>

        The accompanying notes are an integral part of these statements.

                                       23
<PAGE>

                          ATCORP, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                             Net Unrealized
                                                       Additional                                Holding
                                       Common            Paid-In         Retained             (Loss)/Gain            Treasury
                                        Stock            Capital         Earnings             On Securities           Stock    
                                        -----            -------         --------             -------------           -----    
                                                                                         
<S>                                   <C>                <C>             <C>               <C>                 <C>      
BALANCE AT                                                                               
   JANUARY 1, 1993                     $    3,125         $   2,880       $    1,052        $     --   
     Stock dividends                                                                     
       issued (Note 1                                                                    
       and 13)                                418               350             (768)             --                    --  
     Net income                                --                --            1,003              --                    -- 
                                       ----------         ---------       ----------        -------- 
BALANCE AT                                                                               
   DECEMBER 31, 1993                        3,543             3,230            1,287              --                   (45)
                                       ----------         ---------       ----------        --------
     Stock dividends                                                                     
       issued (Note 1                                                                    
       and 13)                                175               280             (455)             --                    -- 
     Net income                                --                --              857              --                    -- 
     Net unrealized                                                                      
       holding loss on                                                                   
       securities                              --                --               --             (90)                   -- 
                                       ----------         ---------       ----------        --------             ---------
BALANCE AT                                                                               
   DECEMBER 31, 1994                        3,718             3,510            1,689             (90)                  (45)
                                       ----------         ---------       ----------        --------             ---------
     Stock dividends                                                                     
       issued (Note 1                                                                    
       and 13)                                184               294             (478)             --                    -- 
     Net income                                --                --            1,054              --                    -- 
     Net unrealized                                                                      
holding gain on                                                                          
securities                                     --                --               --             632                    -- 
                                       ----------         ---------       ----------        --------             ---------
                                                                                         
BALANCE AT 
   DECEMBER 31, 1995                   $    3,902         $   3,804        $   2,265         $   542             $     (45)
            === ====                   ==========         =========        =========         =======             ========= 
</TABLE>
                          
                                                               
                                                                           

        The accompanying notes are an integral part of these statements.


                                       24
<PAGE>

                          ATCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                           Year Ended December 31
                                                                             ------------------------------------------------------
                                                                                   1995              1994              1993     
<S>                                                                          <C>               <C>               <C>            
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                               $         1,054   $           857   $         1,003
    Adjustments to reconcile net income to net
       cash provided by operating activities-
          Depreciation and amortization                                                  350               240               233
          Provision for loan losses                                                      115               160                75
          Provision for ORE losses                                                         1                29               131
          (Benefit) provision for deferred taxes                                          (2)               12              (214)
          Gain on sale of other real estate owned                                         (3)              (33)             (181)
          Gain on sale of investment securities                                         (122)              (41)             (127)
          Loss (gain) on sale of mortgage loans                                            2               (83)              (94)
          Decrease in accrued interest receivable                                       (508)             (343)              (25)
          Decrease (increase) in other assets                                            135              (314)               20
          Increase (decrease) in other liabilities                                       685               (31)              427
          Increase (decrease) in accrued interest payable                                275                57                (3)
                                                                             ---------------   ---------------   ---------------
                  Total adjustments                                                      928              (347)              242
                                                                             ---------------   ---------------   ---------------
                  Net cash provided by operating activities                            1,982               510             1,245
                                                                             ---------------   ---------------   ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of investment securities                                               (38,960)          (15,879)          (14,331)
    Proceeds from maturities of investment securities                                  4,320             3,715               168
    Proceeds from sales of available for sale securities                              19,782             5,664             5,696
    (Increase) decrease in interest-bearing deposits                                     (68)               (4)               81
    Purchases of premises and equipment, net                                          (1,076)             (860)              (66)
    Proceeds from sale of other real estate owned                                        107             1,365               926
    Net increase in loans                                                            (26,652)           (4,455)           (9,840)
                                                                             ---------------   ---------------   ---------------
                  Net cash used in investing activities                              (42,547)          (10,454)          (17,366)
                                                                             ---------------   ---------------   ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase (decrease) in savings and demand deposit accounts                    17,829            (2,385)           10,119
    Net increase in time deposits                                                     18,902            14,836             3,076
    Net decrease in federal funds purchased                                               --                --              (200)
                                                                             ---------------   ---------------   ---------------
                  Net cash provided by financing activities                           36,731            12,451            12,995
                                                                             ---------------   ---------------   ---------------

NET (DECREASE) INCREASE IN CASH AND
    CASH EQUIVALENTS                                                                  (3,834)            2,507            (3,126)

CASH AND CASH EQUIVALENTS,
    BEGINNING OF YEAR                                                                  9,474             6,967            10,093
                                                                             ---------------   ---------------   ---------------

CASH AND CASH EQUIVALENTS,
    END OF YEAR                                                              $         5,640   $         9,474   $         6,967
                                                                             ---------------   ---------------   ---------------

SUPPLEMENTAL DISCLOSURES OF
    CASH FLOW INFORMATION:
       Transfers from loans to other real estate                             $           530   $           508   $           878
       Cash paid during the year for-
                                                                             ---------------   ---------------   ---------------

          Interest                                                           $         4,569   $         2,709   $         2,455
                                                                             ---------------   ---------------   ---------------

          Income taxes                                                       $           280   $           450   $           186
                                                                             ---------------   ---------------   ---------------
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       25
<PAGE>

                          ATCORP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1995, 1994 AND 1993



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The accounting policies of Atcorp, Inc. and its subsidiaries conform to
generally accepted accounting principles and to generally accepted industry
practices. The more significant accounting policies are summarized below.

Principles of Consolidation

The consolidated financial statements include the accounts of Atcorp, Inc. and
its subsidiary, Equity National Bank (the "Bank"), and AT Corp, the Bank's
subsidiary (collectively, the "Corporation"). All significant intercompany
transactions and account balances have been eliminated in consolidation.

Nature of Operations

The Company offers retail banking services through the Bank's four offices and
by mail. The primary sources of revenue are from loans to individuals and small
businesses and investment securities. Loans are originated by the Bank for many
purposes including home construction and remodeling, automobile financing,
business working capital, and commercial real estate. Other loans and pools of
loans are purchased in the secondary market. Funding for loans and investments
is provided by traditional deposit products and borrowed funds. Deposits are
usually from the customer base within the general surrounding are of the office
locations.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Investment Securities

Effective January 1, 1994, the Corporation adopted the provisions of Statement
of Financial Accounting Standards No. 115 ("SFAS 115"), "Accounting for Certain
Investments in Debt and Equity Securities." This statement requires that
securities "held-to-maturity" be stated at cost adjusted for amortization of
premiums and accretion of discounts and securities "available-for-sale" be
carried at market value, with valuation adjustments (after tax) included in a
separate component of shareholders' equity.



                                       26
<PAGE>

Investment securities include primarily debt securities of the U.S. Treasury and
obligations of U.S. Government corporations and agencies. Debt securities
classified as "held-to-maturity" are acquired with the intent to maintain the
securities in the portfolio until maturity. In management's opinion, the
Corporation has the ability to hold these securities to maturity. As such, these
securities are stated at cost adjusted for amortization of premiums and
accretion of discounts using the effective interest method. Certain securities
are classified as securities "available-for-sale" and serve as a potential
source of liquidity. Available-for-sale securities are debt and equity
securities that are not classified as either trading securities or
held-to-maturity securities. These securities are valued at aggregate fair
value, with unrealized holding gains and losses, net of taxes, excluded from
earnings and reported as a separate component of shareholders' equity until
realized. Security gains and losses are computed using the specific
identification method and are recorded on a trade date basis.

In December 1995, the Bank reclassified investment securities with a book value
of approximately $24,415,000 and a fair value of approximately $24,571,000 from
held to maturity to available for sale. This reclassification was allowable
under Financial Accounting Standards Board guidance which permitted institutions
to make a one-time reassessment of the appropriateness of investment security
classifications. As a result of the reclassification, the unrealized gain on
securities recorded as a component of retained earnings increased approximately
$103,000, net of tax.

Loans Held for Sale

At December 31, 1995, loans held for sale consisted of the following loans sold
but not yet settled:

           SBA loans                                      $1,265,000
           Mortgage loans                                    202,000
                                                             -------

                                                          $1,467,000
                                                          ==========

These loans held for sale are carried at the lower of aggregate cost or market
value.

Loans

Interest on all loans is accrued over the term of the loans based on the amount
of principal outstanding, except on certain consumer loans on which interest is
recognized as income on a basis that approximates the interest method.

Loans are generally placed on nonaccrual status when they are past due 90 days
as to either principal or interest. However, loans that are in the process of
renewal or are well secured and in the process of collection may not be placed
on nonaccrual status, based on the judgment of management as to ultimate
collectibility. When a loan is placed on nonaccrual status, interest income is
reduced by the amount of any accrued and uncollected interest.

                                       27
<PAGE>

Loan Origination Fees and Costs

Loan origination fees and related direct loan origination costs of completed
loans are deferred and recognized over the life of the loan as an adjustment to
yield. During 1995 and 1994, the Bank amortized loan origination fees in excess
of loan origination costs of $458,000 and $263,000, respectively. At
December 31, 1995 and 1994, the unamortized portion of net deferred fees and
costs amounted to $292,000 and $224,000, respectively.

Allowance for Possible Loan Losses

The allowance for possible loan losses is maintained at a level believed by
management to be adequate to absorb potential losses in the loan portfolio.
Management's determination of the adequacy of the allowance is based on the risk
characteristics of the portfolio, past loan loss experience, local economic
conditions and other relevant factors. The allowance is increased by provisions
for possible loan losses charged against income. The provision is based on
management's estimates and actual losses may vary from the current estimates.
These estimates are reviewed periodically. Adjustments, as they become
necessary, are reported in earnings in the period in which they become known.

The Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for Impairment of a
Loan," ("SFAS 114") in May 1993 and Statement of Financial Accounting Standards
No. 118, "Accounting by Creditors for Impairment of a Loan--Income Recognition
and Disclosures," ("SFAS 118") in October 1994. These statements require
creditors to measure certain impaired loans based on the present value of
expected future cash flows discounted at the loan's effective interest rate or
at the loan's observable market price or the fair value of the collateral for
collateral dependent loans, except for loans considered to be homogeneous pools
collectively evaluated for impairment and leases for which this statement does
not apply. The in-substance foreclosure rules also changed in that "in-substance
foreclosures" are classified as loans and stated at the lower of cost or fair
value, as defined. The Bank adopted SFAS No. 114 and No. 118 effective January
1, 1995. The effect of the adoption of SFAS No. 114 and No. 118 was immaterial.

Total impaired loans at December 31, 1995 were $4,088,000. The amount of loans
that had modifications to the original contractual terms of the loan due to the
dependency on income production and/or future collateral value was $2,573,000 at
December 31, 1995. Management expects to collect the current contractual
principal and interest on these loans with modifications. The reserve on the
remaining impaired loans of $1,505,000 at December 31, 1995, was $619,000. All
impaired loans were evaluated on the fair value of the collateral, the majority
of which is real estate.

Real Estate Acquired in Settlement of Loans

Real estate acquired through foreclosure is recorded at the lower of cost or
fair value, less estimated disposal costs. Subsequent costs directly related to
the completion of construction or improvement of the real estate are capitalized
to the extent realizable. Gains on sale of real estate are recognized upon
disposition of the property to the extent allowable based on accounting
requirements. Losses on such sales are charged to operations as incurred.
Carrying costs, such as maintenance, interest, and taxes, are charged to
operations as incurred.

                                       28
<PAGE>

At December 31, 1995 and 1994, the Bank maintained real estate acquired in
settlement of loans of $477,000 and $51,000, respectively, which is included in
other assets.

Bank Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization are computed using the straight-line
method over the estimated useful lives, which are as follows:

    Buildings and improvements                          5 to 40 years
    Furniture and equipment                             3 to 10 years
    Leasehold improvements                              3 to 10 years

When assets are retired or disposed of, the assets and related accumulated
depreciation are eliminated from the respective accounts, and any resultant gain
or loss is included in the statement of income. The cost of maintenance and
repairs is charged to operating expense as incurred and the cost of major
additions and improvements is capitalized.

Income Taxes

Effective January 1, 1993, the Corporation adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under
this accounting standard, deferred tax assets or liabilities are computed based
on the difference between the financial statement and income tax bases of assets
and liabilities using the applicable enacted marginal tax rates. Deferred income
tax expenses or benefits are based on the changes in the deferred tax asset or
liability from period to period.

The Corporation recorded the cumulative effect of this adoption on its financial
position at January 1, 1993, as a change in accounting principle. The
recognition of this cumulative effect resulted in an increase in earnings of
$100,000 as of the beginning of the year ended December 31, 1993. The adoption
of SFAS 109 (exclusive of the cumulative effect adjustment) did not have a
material effect on the results of operations of the Corporation.

Consolidated Statement of Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash and
due from banks and federal funds sold. Generally, federal funds are purchased
and sold for one-day periods.

Earnings Per Share

Earnings per share are based on the weighted average number of common shares
outstanding during each year, adjusted retroactively for stock dividends. The
weighted average number of common shares outstanding, as adjusted for stock
dividends, amounted to 771,750 shares in 1995, 1994 and 1993, respectively (see
Note 13).

                                       29
<PAGE>

Interest Rate Risk

The Bank is principally engaged in the business of attracting deposits from the
general public and using these deposits, together with borrowings and other
funds, to make loans primarily secured by real estate as well as commercial and
consumer loans. The potential for interest rate risk exists as a result of the
shorter duration of the Bank's interest-sensitive liabilities compared to the
generally longer duration of interest-sensitive assets. In a rising interest
rate environment, liabilities will reprice faster than assets, thereby reducing
the market value of long-term assets and reducing net interest income. For this
reason, management regularly monitors the maturity structure of the Bank's
assets and liabilities in order to measure its level of interest rate risk and
plan for future volatility.

Recent Accounting Pronouncements

The FASB has issued Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," ("SFAS No. 123"). This statement is
effective for fiscal years beginning after December 15, 1995, and requires that
an employer's financial statements include certain disclosures about stock-based
employee compensation arrangements. The required information, if the Company
chooses to continue to apply certain allowable accounting provisions, will not
reflect any adjustments to reported net income or earnings per share.

Reclassifications

Certain account balances for 1994 and 1993 have been reclassified to conform
with 1995 presentation.

2. REGULATORY MATTERS:

At periodic intervals, both the Office of the Comptroller of the Currency (OCC)
and the Federal Deposit Insurance Corporation (FDIC
) examine the Bank as part of
their legally prescribed oversight of the Banking industry. Based on these
examinations, the regulators can direct that the Bank's financial statements be
adjusted in accordance with their findings. However, the extent, if any, to
which a forthcoming regulatory examination may ultimately result in adjustments
to the 1995 financial statements cannot presently be determined.

The Federal Reserve Board that regulates the Corporation and the Office of the
Comptroller of the Currency that regulates the Bank's activities have specific
guidelines for the purpose of evaluating a financial institution's capital
adequacy. Currently, the Bank must maintain a minimum Tier 1 capital percentage
of 4.0% of risk-based assets, a total minimum capital of 8.0% of risk-based
assets, and a leverage ratio of 4.0% of total assets. The Bank's ratios at
December 31, 1995 were (unaudited): Tier 1 of 10.04%, total capital to
risk-based assets of 11.29% and a leverage ratio of 6.37%. The Corporation's
leverage ratio at December 31, 1995, was 7.36% (unaudited).

3. RESTRICTED CASH BALANCES:

Aggregate cash reserves of approximately $1,584,000 and $1,166,000 were
maintained to satisfy federal regulatory requirements at December 31, 1995 and
1994, respectively.

                                       30
<PAGE>

4. INVESTMENT SECURITIES:

The following summarizes the amortized cost and approximate market value of
investment securities at December 31, 1995 and 1994:

<TABLE>
<CAPTION>

                                                                           December 31, 1995
                                                  ---------------------------------------------------------------------------
                                                                         Gross             Gross
                                                      Amortized       Unrealized        Unrealized         Market
                                                        Cost             Gains            Losses            Value    
                                                  --------------      ----------        ----------         ------    

<S>                                               <C>              <C>               <C>              <C>            
       AVAILABLE FOR SALE:
           U.S. Treasury securities and
              obligations of U.S. Government
              corporations and agencies
                                                  $    20,641,000  $       433,000   $      --       $    21,074,000
           Obligations of states and political                                                     
              subdivisions                              7,009,000          144,000          --             7,153,000
           Corporate debt securities                    4,835,000          153,000          --             4,988,000
           Collateralized mortgage obligations                                                     
                                                        3,992,000           16,000          --             4,008,000
           Federal Reserve and FHLB stock                                                          
                                                          625,000              --           --               625,000
           SBA loan pools                              12,149,000           63,000          --            12,212,000
           Other                                           15,000           12,000          --                27,000
                                                  ---------------  ---------------   ---------        --------------
                 Total                            $    49,266,000  $       821,000   $      --       $    50,087,000
                                                  ===============  ===============   =========        ==============
</TABLE>

Included in investment securities classified as held-to-maturity are debt
securities issued by foreign governments with an amortized cost of $250,000 and
a market value of $250,000 as of December 31, 1995.

<TABLE>
<CAPTION>

                                                                           December 31, 1994
                                                  ---------------------------------------------------------------
                                                                         Gross             Gross
                                                      Amortized       Unrealized        Unrealized         Market
                                                        Cost             Gains            Losses            Value    
                                                  ---------------     ----------        ----------         ------    
<S>                                               <C>              <C>               <C>              <C>            
       HELD TO MATURITY:
           U.S. Treasury securities and
              obligations of U.S. Government
              corporations and agencies
                                                  $    11,868,000      $    --           $ 460,000     $ 11,408,000
           Obligations of states and political                                    
              subdivisions                              4,331,000           --              69,000        4,262,000
           Debt securities issued by foreign                                      
              governments                                 250,000           --                  --          250,000
           Corporate debt securities                    5,207,000           --             244,000        4,963,000
           Collateralized mortgage obligations                                    
                                                        2,509,000           --             130,000        2,379,000
                                                  ---------------      -------          ----------     ------------
                 Total                            $    24,165,000      $    --           $ 903,000     $ 23,262,000
                                                  ===============      =======          ==========     ============
</TABLE>
                                                                            


                                       31
<PAGE>
<TABLE>
<CAPTION>

                                                                         Gross             Gross
                                                      Amortized       Unrealized        Unrealized         MarketValue     
                                                  ---------------  ---------------   ---------------  ---------------
                                                        Cost             Gains            Losses    
<S>                                               <C>              <C>               <C>              <C>            
       AVAILABLE FOR SALE:
           U.S. Treasury securities and
              obligations of U.S. Government
              corporations and agencies           $     9,709,000  $            --   $       130,000  $     9,579,000
           Corporate debt securities                      495,000               --            18,000          477,000
           Federal Reserve Bank stock                     198,000               --                --          198,000
           Other                                           15,000           12,000                --           27,000
                                                  ---------------  ---------------   ---------------  ---------------

                 Total                            $    10,417,000  $        12,000   $       148,000  $    10,281,000
                                                  ===============  ===============   ===============  ===============
</TABLE>


The amortized cost and estimated market value of investment securities at
December 31, 1995, by contractual maturity are shown below. Expected maturities
will differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.


                                          Amortized         Market
                                            Cost             Value    
                                            ----             -----    

Due in one year or less                $ 6,301,000    $ 6,321,000
Due after one year through five years   14,762,000     14,982,000
Due after five years through ten years  10,800,000     10,541,000
Due after ten years                      5,584,000      5,629,000
                                         ---------      ---------
                                        36,727,000     37,473,000
                                        ----------     ----------
Federal Reserve Band stock and other    12,789,000     12,864,000
                                        ----------     ----------
                                       $49,516,000    $50,337,000
                                       ===========    ===========

Debt securities and corporate bonds at December 31, 1995, 1994 were comprised of
securities for which there is an active market. It is management's intent to
invest in securities that are guaranteed by the U. S. Government or its
agencies, or securities that are investment grade.

Proceeds from the sales of investment securities during 1995, 1994 and 1993 were
$19,782,000, $5,664,000 and $5,696,000, respectively. Gross gains of $122,000,
$41,000 and $127,000 were realized on those sales during 1995, 1994 and 1993,
respectively.

At December 31, 1995 and 1994, investment securities with a carrying value of
$1,615,000 and $5,452,000 (market value of $1,624,000 and $5,258,000,
respectively), were pledged to secure public funds and for other purposes.


                                       32
<PAGE>

5. LOANS:

A summary of the Bank's outstanding loans at December 31, 1995 and 1994,
follows:

                                                    1995             1994     
                                                 -----------    -----------
Commercial, financial and agricultural loans     $27,759,000    $18,231,000
Real estate - construction                         9,628,000      6,374,000
Real estate - mortgage loans                      36,284,000     28,748,000
Consumer loans                                    22,458,000     18,107,000
                                                  ----------     ----------
  Total                                          $96,129,000    $71,460,000
                                                 ===========    ===========
                                            
Nonaccrual loans amounted to $1,090,000, $989,000 and $862,000 at December 31,
1995, 1994 and 1993, respectively. Interest income of approximately $69,000,
$102,000 and $42,000 was not recognized as operating income due to the
nonaccrual status of loans during 1995, 1994 and 1993, respectively. Loans over
90 days delinquent and accruing interest amounted to $148,000, $210,000 and
$312,000 at December 31, 1995, 1994 and 1993, respectively.

The Bank has reached agreements with various borrowers that provide for a
modification to the original contract maturity due to a change in the borrower's
financial condition. At December 31, 1995 and 1994, the Bank maintained
$2,573,000 and $3,337,000, respectively, of such loans, considered by management
to be potential problem loans due to the dependency on income production and/or
future collateral value. These loans carry a market rate of interest.

At December 31, 1995 and 1994, there were $4,953,000 and $3,490,000,
respectively, of loans outstanding to directors, principal shareholders and
executive officers and their affiliated interests. Management believes
related-party loans are made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with unrelated persons and do not involve more than the normal risk
of collectibility.

The Bank customarily originates secured loans which remit interest only. At
December 31, 1995 and 1994, such loans amounted to $37,136,000 and $23,251,000,
respectively.

The Bank recovered $66,000, $16,000 and $94,000 in 1995, 1994 and 1993,
respectively of legal fees and other expenses related to collection efforts of
loans charged-off in years prior to 1994. These recoveries are reflected as
reductions of professional fees and other miscellaneous expenses.


                                       33
<PAGE>

6. ALLOWANCE FOR LOAN LOSSES:

A summary of the activity in the allowance for possible loan losses for the
years ended December 31, 1995, 1994 and 1993, follows:

                                        1995           1994             1993
                                        ----           ----             ----
                                                       
BALANCE, BEGINNING OF YEAR           $ 1,152,000    $1,235,000     $ 1,058,000
  Provision for loan losses              115,000       160,000          75,000
  Recoveries of loans previously
   charged off                           160,000        65,000         162,000
  Loans charged off                     (144,000)     (308,000)        (60,000)
                                        --------      --------         ------- 
BALANCE, END OF YEAR                 $ 1,283,000    $1,152,000      $1,235,000
                                     ===========    ==========      ==========

7. BANK PREMISES AND EQUIPMENT:

Bank premises and equipment are comprised of the following at December 31, 1995
and 1994:

                                            1995               1994     
                                            ----               ----     

Land                                    $ 139,000           $  139,000
Buildings and improvements              1,922,000            1,361,000
Leasehold improvements                    610,000              563,000
Furniture and equipment                 2,409,000            1,989,000
                                        ---------            ---------
    Total                               5,080,000            4,052,000
Less-- Accumulated depreciation
 and amortization                       2,130,000            1,828,000
                                        ---------            ---------

Bank premises and equipment, net       $2,950,000           $2,224,000
                                       ==========           ==========

Depreciation and amortization expense amounted to $350,000, $240,000 and
$233,000 in 1995, 1994 and 1993, respectively.

During 1988, the Bank entered into a ten-year operating lease agreement for a
new corporate headquarters and branch location that began in 1989. The lease
contains an option for two additional ten-year periods. Rental expense in
connection with the lease was approximately $242,000 in 1995, 1994 and 1993,
respectively.

Future minimum lease payments as of December 31, 1995, in connection with leases
are:

    1996                             $  361,000                   
    1997                                 371,000                   
    1998                                 382,000                   
    1999                                 343,000                   
    2000                                 102,000                   
    2001 and thereafter                  948,000                   
                                         -------                   
    Total minimum payments required  $ 2,507,000
                                     ===========

                                       34
<PAGE>

On January 31, 1995, the Bank entered into an agreement to sell the Cherry Hill
Branch building, property and equipment with the intent to lease back the
property for a period of fifteen years with two five-year renewal options. Terms
of the capital lease will require lease payments by the Bank of $98,000 for the
first five years, $102,000 for the second five years and $108,000 for the
remaining five years.

8. INCOME TAXES:

On January 1, 1993, the Corporation adopted Statement of Financial Accounting
Standards No. 109 ("SFAS 109"). As a result of adopting SFAS 109, the
Corporation recognized a cumulative benefit of the change in accounting
principle of $100,000 as of January 1, 1993. The benefit is included under the
caption "Cumulative Effect of Change in Accounting Principle" in the
consolidated statement of income.

The net deferred tax asset recorded by the Corporation at December 31, 1994, and
changes thereto during the year ended December 31, 1995, consisted of the
following temporary differences:

<TABLE>
<CAPTION>
                                                                                      Deferred
                                                                                         Tax
                                                 December 31      December 31          Benefit        December 31
                                                    1993             1994             (Expense)          1995     
                                                 -----------     ------------        ----------       ----------- 

<S>                                               <C>             <C>                  <C>             <C>     
Provision for loan losses                         $247,000        $218,000             $45,000         $263,000
Deferred loan fees and costs, net                   61,000          81,000             (33,000)          48,000
Depreciation                                       (64,000)        (66,000)             (3,000)         (69,000)
Rent expense                                        51,000          51,000              (4,000)          47,000
Accrued bonus and profit
 sharing                                            30,000          24,000               4,000           28,000
Other, net                                          (7,000)         (2,000)             (7,000)          (9,000)
                                                    ------          ------              ------           ------ 
  Deferred tax asset                               318,000         306,000               2,000          308,000
  Valuation allowance                              (45,000)        (45,000)                 --          (45,000)
                                                    ------          ------              ------           ------ 
  Net deferred tax asset                          $273,000        $261,000              $ 2,000        $263,000
                                                  ========        ========              =======        ========
</TABLE>

The Corporation has established a valuation allowance of $45,000 against
deferred tax assets. Management believes that the remaining deferred tax assets
are realizable either through carryback availability against prior year taxable
income or the reversal of existing deferred tax liabilities.

The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>

                                                              For the Year Ended December 31, 1995
                                                       ---------------------------------------------------
                                                            Federal            State            Total    
                                                            -------            -----            -----    
<S>                                                    <C>                    <C>             <C>        
    Current taxes payable                              $       362,000        $   --          $   384,000
    Deferred tax benefit                                        (2,000)           --              (24,000)
                                                       ---------------        ------         ------------
          Tax provision                                $       360,000        $   --          $   360,000
                                                       ===============        ======          ===========
</TABLE>
                                                                             

                                       35
<PAGE>

<TABLE>
<CAPTION>
                                                             For the Year Ended December 31, 1994
                                                       ---------------------------------------------------
                                                            Federal            State            Total    
                                                            -------            -----            -----    

<S>                                                    <C>               <C>                   <C>       
    Current taxes payable                              $       376,000       $      --         $  376,000
    Deferred tax provision                                      12,000              --             12,000
                                                       ---------------        --------         ----------
          Tax provision                                $       388,000       $      --         $  388,000
                                                       ===============       =========         ==========
                                                                                          
                                                              For the Year Ended December 31, 1993
                                                       ---------------------------------------------------
                                                            Federal            State            Total    

    Current taxes payable                              $       513,000       $  50,000         $  563,000
    Deferred tax benefit                                       (86,000)        (28,000)          (114,000)
                                                       ---------------        --------         ---------- 
          Tax provision                                $       427,000       $  22,000         $  449,000
                                                       ===============       =========         ==========

</TABLE>

The difference between the provision for income taxes and the amount computed by
applying the federal statutory income tax rate to income before income taxes is
as follows:
<TABLE>
<CAPTION>

                                                             1995              1994             1993     
                                                             ----              ----             ----     
<S>                                                   <C>                   <C>              <C>     
Tax provision at staturoty rate                       $  481,000            $423,000         $459,000
Tax exempt interest                                     (123,000)            (38,000)              --
Other, net                                                 2,000               3,000          (10,000)
                                                           -----               -----          ------- 
Tax provision                                         $  360,000            $388,000         $449,000
                                                      ==========            ========         ========
</TABLE>
                                                                  
9. RELATED-PARTY TRANSACTIONS:

The Corporation incurred professional fees of $286,000, $331,000 and $315,000 in
1995, 1994 and 1993, respectively. Included in these amounts were approximately
$69,000, $154,000 and $169,000 in 1995, 1994 and 1993, respectively, of fees
paid to law firms that were shareholders of the Corporation or had
representatives who were shareholders and members of the Board of Directors.

In 1995, the Bank began purchasing automobile loans from a financial services
corporation whose president was a member of the Bank's Board of Directors. This
company provides all the servicing for these loans. The balance of this
automobile loan portfolio was $5,280,000 and $252,000 as of December 31, 1995
and 1994, respectively.

10. COMMITMENTS AND CONTINGENCIES:

The Corporation, from time to time, may be a defendant in legal proceedings
relating to the conduct of its banking business. Such legal proceedings are a
normal part of the banking business and, in management's opinion, the financial
position and the results of operations of the Corporation will not be materially
adversely affected by the resolution of such legal proceedings.



                                       36
<PAGE>


In November 1995, the Bank entered into an operating lease agreement to rent the
building and property of the Moorestown Branch for a period of twenty years with
two five-year renewal options. Terms of the lease, commencing in July 1996, will
require lease payments of $127,000 for the first five years, $130,000 for the
second five years, $133,000 for the third five years and $137,000 for the
remaining five years.

11. PROFIT SHARING PLAN:

The Bank has a profit sharing plan covering substantially all employees who meet
the age and service qualifications. Contributions made to the plan by the Bank
are allocated to the employees' accounts on a unit basis based on employee
compensation. The Bank is not obligated to make a contribution in any given
year. The Bank made no contributions in 1995 and 1994 and $21,000 in 1993. The
total funded assets of the plan amounted to $102,000 at December 31, 1995. The
Plan was amended to a 401(k) plan in 1995 which permits employee contributions
and investment decisions. The Bank may, at its discretion, match employee
contributions with a percentage contribution to be decided annually.

12. STOCK OPTION PLAN:

The aggregate number of shares of common stock for which options may be issued
under the Incentive Stock Option Plan is 50,000 shares. Participants and number
of shares granted are determined at the discretion of the Board of Directors. As
of December 31, 1995 no options had been granted.

13. SHAREHOLDERS' EQUITY:

The Corporation declared a stock dividend of 5.0% on February 7, 1996 and
January 25, 1995 which has been reflected in the accompanying financial
statements. The stock dividend increased the number of common shares outstanding
by 36,750 shares and 34,000 shares in 1995 and 1994, respectively, and resulted
in a transfer from retained earnings of approximately $184,000 and $175,000 to
common stock in 1995 and 1994, respectively, and $294,000 and $280,000 to
additional paid-in-capital in 1995 and 1994, respectively.

14. FINANCIAL INSTRUMENTS WITH OFF-BALANCE
    SHEET RISK AND CONCENTRATIONS OF CREDIT RISK:

The Bank is a party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of its customers. These
financial instruments include commitments to extend credit and standby letters
of credit. These instruments involve, in varying degrees, elements of credit and
interest rate risk that are not recognized in the consolidated financial
statements.

The Bank's exposure to credit loss in the event of nonperformance by other
parties to the financial instruments for commitments to extend credit and
standby letters of credit is represented by the contractual or notional amount
of those instruments. The Bank uses the same credit policies in making
commitments and conditional obligations as it does for on-balance-sheet
instruments.



                                       37
<PAGE>

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses with the
exception of home equity lines and personal lines of credit and may require
payment of a fee. Since many of the commitments are expected to expire without
being drawn upon, the total commitment amounts do not necessarily represent
future cash requirements. The Bank evaluates each customer's creditworthiness on
a case-by-case basis. The amount of collateral obtained if deemed necessary by
the Bank upon the extension of credit is based on management's credit evaluation
of the counterparty. Collateral for commercial commitments varies but may
include accounts receivable, inventory, property, plant and equipment, and
income-producing commercial properties.

At December 31, 1995, the Bank had approved outstanding loan commitments of
approximately $36,894,000 relating to undisbursed loans and lines of credit at
normal terms.

Standby letters of credit are instruments issued by the Bank that guarantee the
beneficiary payment by the Bank in the event of default by the Bank's customer
in the nonperformance of an obligation or service. Most standby letters of
credit are extended for one-year periods. The credit risk involved in issuing
letters of credit is essentially the same as that involved in extending loan
facilities to customers. The Bank holds collateral supporting those commitments
for which collateral is deemed necessary primarily in the form of certificates
of deposit and liens on real estate. The amount of standby letters of credit
issued and outstanding as of December 31, 1995 and 1994, were approximately
$552,000 and $219,000, respectively.

The Bank originates residential, commercial real estate and consumer loans to
customers in southern New Jersey. The majority of these loans are concentrated
in southern Burlington County, Camden County, Gloucester County and northern
Atlantic County.

15. FAIR VALUE OF FINANCIAL INSTRUMENTS:

The following disclosure of the estimated fair value of financial instruments is
made in accordance with the requirements of SFAS No. 107, "Disclosure about Fair
Value of Financial Instruments." The estimated fair value amounts have been
determined by the Bank using available market information and appropriate
valuation methodologies. However, considerable judgment is necessarily required
to interpret market data to develop the estimates of fair value. Accordingly,
the estimates presented herein are not necessarily indicative of the amounts the
Bank could realize in a current market exchange. The use of different market
assumptions and/or estimation methodologies may have a material effect on the
estimated fair value amounts.



                                       38
<PAGE>


                                                      December 31, 1995
                                              ----------------------------------
                                                  Carrying         Estimated
                                                   Amount         Fair Value  
                                                   ------         ----------  
                                                       (in thousands)
ASSETS:
    Investment securities                     $    50,337,000  $    50,337,000
    Loans held for sale                             1,467,000        1,467,000
    Loans held to maturity                         96,129,000       96,335,000

LIABILITIES:
    Demand deposit accounts                        19,812,000       19,812,000
    Interest bearing demand                        46,355,000       46,355,000
    Savings accounts                               21,155,000       21,155,000
    Time certificates of deposit                   57,972,000       58,121,000

The fair value of investment securities is based on quoted market prices, dealer
quotes and prices obtained from independant pricing services. The fair value of
loans held for sale is based upon the commitment made by the purchaser. The fair
value of loans is estimated by discounting future cash flows using current
interest rates at which similar loans would be made to borrowers with similar
credit ratings and remaining maturities.

The fair value of deposit liabilities for demand and savings deposits is the
amount payable on demand at the reporting date. The fair value of fixed-maturity
time certificates of deposit was estimated using the rates currently offered for
deposits of similar remaining maturities.

                                       39
<PAGE>

16. ATCORP, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION:

                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                    December 31
                                                                         -----------------------------------
                                                                               1995             1994     
                                                                               ----             ----     
<S>                                                                      <C>              <C>            
ASSETS:
    Cash                                                                 $       263,000  $       307,000
    Investment in bank subsidiary                                             10,217,000        8,506,000
                                                                         ---------------  ---------------
                                                                         $    10,480,000  $     8,813,000
                                                                         ===============  ===============
LIABILITIES:
    Other liabilities                                                             12,000           31,000
                                                                         ---------------  ---------------

SHAREHOLDERS' EQUITY:
    Common stock                                                               3,902,000        3,718,000
    Additional paid-in capital                                                 3,804,000        3,510,000
    Retained earnings                                                          2,265,000        1,689,000
    Net unrealized holding gain (loss) on securities                             542,000          (90,000)
    Treasury stock                                                               (45,000)         (45,000)
                                                                         ---------------  ---------------

          Total shareholders' equity                                          10,468,000        8,782,000
                                                                         ---------------  ---------------

                                                                         $    10,480,000  $     8,813,000
                                                                         ===============  ===============

</TABLE>

                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>


                                                                  For the Year Ended December 31
                                                       --------------------------------------------------------
                                                             1995              1994             1993     
<S>                                                    <C>               <C>              <C>            
INCOME:
    Interest income                                    $        10,000   $        30,000  $         7,000
EXPENSE:
    Amortization of organization costs                             --                 --           25,000
    Other operating expenses                                    15,000            13,000           13,000
    Legal and professional                                      20,000            31,000            4,000
                                                       ---------------   ---------------  ---------------
          Loss before income taxes and
              equity in undistributed net
              income of subsidiaries                           (25,000)          (14,000)         (35,000)

FEDERAL INCOME TAX BENEFIT                                          --                --           12,000
                                                       ---------------   ---------------  ---------------
          Loss before equity in undistri-
              buted net income of
              subsidiaries                                     (25,000)          (14,000)         (23,000)
EQUITY IN UNDISTRIBUTED NET
    INCOME OF SUBSIDIARIES                                   1,079,000           871,000        1,026,000
                                                       ---------------   ---------------  ---------------
NET INCOME                                             $     1,054,000   $       857,000  $     1,003,000
                                                       ===============   ===============  ===============
</TABLE>



                                       40
<PAGE>
                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  For the Year Ended December 31
                                                       --------------------------------------------------------
                                                             1995              1994             1993     

<S>                                                    <C>               <C>              <C>            
Cash flows from operating activities:
    Net income                                         $     1,054,000   $       857,000  $     1,003,000
    Adjustments to reconcile net income
       to net cash provided by
       operating activities-
          Amortization of organization
              costs                                                 --                --           25,000
          (Increase) decrease in receivable
              from bank subsidiary                                  --            12,000           (2,000)
          (Decrease) increase in other
              liabilities                                      (19,000)           24,000            3,000
          Undistributed earnings of
              subsidiaries                                  (1,079,000)         (871,000)      (1,026,000)
                                                            ----------          --------       ---------- 
    Total adjustments                                       (1,098,000)         (835,000)      (1,000,000)
    Net cash provided by operating
       activities                                              (44,000)           22,000            3,000

Cash, beginning of year                                        307,000           285,000          282,000
                                                            ----------          --------       ---------- 
Cash, end of year                                      $       263,000   $       307,000  $       285,000
                                                       ===============   ===============  ===============


</TABLE>





                                       41
<PAGE>





Item 9...Disagreements on Accounting and Financial Disclosure.

None



                                       42
<PAGE>


                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

Directors

         The Board of Directors of the Company currently consists of 14 members.
Each member of the Company's Board of Directors also serves as a director of the
Bank. The directors serve one-year terms. The following table sets forth certain
information about the directors of the Company.

<TABLE>
<CAPTION>
                                                                                             Director
                                                   Principal Occupation                      Of Bank
       Name                        Age               for Past Five Years                       Since

<S>                              <C>        <C>                                              <C> 
Frank J. Bartolone               62         Principal owner of the public                    1985
                                            accounting firm of Bartolone &
                                            Snyder, PA.

Stewart A. Collins               56         Senior Vice President and                        1983
                                            Cashier of the Bank and Senior
                                            Vice President, Secretary and
                                            Treasurer of the Company.

Walter F. Crossley               53         President of Becca, Inc., a                      1985
                                            real estate holding company.

Jerold D. Gerstein               64         Principal owner of Jerold D.                     1985
                                            Gerstein and Associates, PC, and
                                            a Certified Public Accountant.

Dorothy S. Hannaway              74         Retired, merchandise control                     1974
                                            employee, Sears, Roebuck & Co.

Warren H. Hannaway               74         Retired, Chief Chemist, BGA                      1971
                                            International Co.

Donald A. Morano                 55         President, Donald A. Morano,                     1985
                                            Inc., a corporation engaged in
                                            home building, and Pro-Mor Corp.,
                                            a corporation which constructs and
                                            markets residential real estate.

Michael M. Quick                 48         President and Chief Operating                    1994
                                            Officer of the Company and the Bank
                                            and Chief Credit Administrator of the Bank

William E. Reifsteck             64         Attorney-at-Law, Capehart &                      1983
                                            Scatchard, PA.

Marc L. Reitzes                  56         Chairman and Chief Executive                     1983
                                            Officer of the Company and of the Bank

M. Zev Rose                      58         Attorney-at-Law, Sherman,                        1985
                                            Silverstein, Kohl, Rose &
                                            Podolsky.

Stephen D. Samost                39         Attorney-at-Law                                  1986



                                       43
<PAGE>

Jonathan D. Weiner               51         Attorney-at-Law, Fox,                            1983
                                            Rothschild, O'Brien & Frankel.

Michael J. Wimmer                43         A principal in Hann & Co.,                       1985
                                            and intermediary in the sale
                                            and servicing of secured motor
                                            vehicle loans.

                                  See also "Executive Officers of the
                                           Registrant" in Part I above.
</TABLE>

Item 11. Board Personnel Committee Report on Executive Compensation.

         No compensation was paid during 1995 by the Company. Compensation paid
by the Bank on an annual basis to its executive officers is initially determined
by the Personnel Committee of the Board of Directors of the Bank and then
approved by the Board as a whole. In 1995, the Personnel Committee was comprised
of Directors Jonathan D. Weiner (Chairman), Michael J. Wimmer, and Walter
Crossley. Other than as set forth below, none of the compensation paid by the
Bank to its executive officers is based upon their performance in carrying out
their duties or upon the performance, financial or otherwise, of the Bank. The
Bank has a total of six executive officers, including three senior executive
officers.

         The Personnel Committee sets the annual compensation levels for the
executive officers of the Bank, other than for three of its senior executive
officers as noted below, through the Committee's evaluations of those officers
based upon reports from their superiors submitted to the Personnel Committee.
The Committee's assessment of each executive officer and of the amount of
compensation the Committee believes should be paid to each is essentially a
subjective process.

         The reports submitted to the Committee contain detailed analyses of
each executive officer's performance in his given assignments within the Bank;
his stated performance goals and the degree to which he achieved his goals; and
his general comportment and efficiency in the performance of the tasks assigned
to him. The Committee also reviews the compensation levels paid to executive
officers of similar standing and responsibilities in sister banking institutions
in the immediate geographic area of the Bank to determine whether the
compensation levels paid, or proposed to be paid, to the Bank's executive
officers are comparable or excessive. The Committee then sets the proposed
compensation level of each executive officer of the Bank and reports same to the
Bank's Board of Directors. The Bank's Board of Directors then adopts, amends or
rejects the committee's report and sets the final level of compensation for each
executive officer.

         Compensation to Senior Executive Officers. The Bank has three senior
executive officers. Marc L. Reitzes is the Chairman, Chief Executive Officer and
a Director of the Company and of the Bank. Michael M. Quick is President, Chief
Operating Officer and Director of the Company and of the Bank In addition, he is
Chief Credit Administrator of the Bank. Stewart A. Collins is a Senior Vice
President, Cashier and a Director of the Bank and Senior Vice President,
Secretary, Treasurer and a Director of the Company.

         The annual salaries and certain other benefits paid by the Bank to all
three senior executive officers are based upon written employment agreements
with the Bank. These employment agreements will terminate on March 1, 1997;
however, each agreement will automatically be renewed for successive three-year
terms unless either party to the agreement notifies the other party at least 180
days prior to the expiration date of any three-year term that the agreement will
not be renewed. The Company is a party to the written employment agreements
between the Bank and Messrs. Reitzes, Quick and Collins and, pursuant to each
agreement, is the guarantor of the Bank's performance of the financial terms of
each agreement.

         The employment agreements for senior executive officers Reitzes, Quick
and Collins required the Bank to pay base annual salaries for 1995 of $152,000,
$100,000 and $89,000, respectively, along with the use by each of an automobile,
the cost of the insurance for the automobile, and the cost of maintenance and
gasoline for each's use of the automobile; basic medical, major medical and
hospitalization insurance; term life insurance in amounts of $500,000, $300,000



                                       44
<PAGE>

and $300,000 respectively; long-term total disability insurance providing
payments in the event of total disability in the amounts of $90,000, $60,000 and
$55,000 respectively. Under their employment agreements, Messrs. Reitzes, Quick
and Collins are also eligible for annual bonuses based upon the gross assets and
after-tax profits of the Bank. The bonuses and the amounts thereof for each
senior executive officer are set at the sole discretion of the Board of
Directors of the Bank. Messrs. Reitzes and Collins are participants in the
Bank's profit sharing plan and each has been designated as a "key employee" of
the Bank for the purpose of participating in the Incentive Stock Option Plan of
the Company and its subsidiaries. In 1995 through December 31, Messrs. Reitzes,
Quick and Collins were paid total compensation of $204,897, $122,704 and
$113,215, respectively.

         The following table sets forth all cash compensation paid by the Bank,
for services rendered in all capacities to the Bank during 1995, to Messrs.
Reitzes, Quick and Collins, the only executive officers of the Bank who earned
in excess of $100,000 per year:

<TABLE>
<CAPTION>
                                            Summary Compensation Table

       Name and                                                             Other Annual              All Other
Principal Position             Year         Salary          Bonus           Compensation            Compensation

<S>                            <C>          <C>             <C>                    <C>                   <C>  
Marc L. Reitzes                1995         152,000         15,000                 30,697                7,200
Chairman, CEO                  1994         149,000         15,000                 28,044                4,650
                               1993         146,000           None                 25,706                3,400

Michael Quick                  1995         100,000         12,000                  3,704                7,000
President, COO.                1994          90,000         12,000                  4,114                2,600
                               1993          80,000           None                  9,624                 None

Stewart A. Collins             1995          89,000          8,000                 16,215                7,050
Senior Vice Pres.              1994          87,000          8,000                 16,238                4,650
                               1993          85,000           None                 11,826                3,400
</TABLE>

         In 1995 the Bank paid Directors' fees of $500 per month to each of its
Directors and plans to continue such practice in 1996. The Company did not pay
any fees to Directors in 1995 and intends to continue such practice in 1996.

         Compensation Pursuant to Plans. The Bank maintains a profit sharing
plan (the "Plan") which covers substantially all employees. The Plan was amended
in 1995 to a 401 (k) plan which permits employee contributions and transfers
investment control from the trustees to the employees. No further contributions
will be made to the former profit sharing component of the Plan by the Bank. The
Bank may, at its discretion, match employee contributions with a percentage
contribution to be decided annually. A participating employee's interest in the
Plan contributions made by the Bank is 10% vested after two full years of
service and his/her vested interest in the Plan increases 10% the third year,
20% in the fourth through seventh years, and she/he is 100% vested after seven
years of service. No contributions were made to the Plan for 1994. In 1995
amounts accrued were $1,000 for Mr. Reitzes, $875 for Mr. Quick and $779 for Mr.
Collins.

         In 1990, the Board of Directors adopted and the stockholders approved
an Incentive Stock Option Plan for key employees of the Company and its
subsidiaries. At present, no options have been granted under such plan.



                                       45
<PAGE>

Item 12. Security Ownership of Certain Beneficial
                  Owners and Management.

         The following table sets forth, as of March 27, 1996, the amount and
percentage of the outstanding Common Stock beneficially owned by each director,
and all executive officers and directors of the Company as a group, as reflected
on the Company's stock records.

<TABLE>
<CAPTION>
                                                                                            Percent of
                                                        Common Stock                       Common Stock
                Name                                        Owned                              Owned
<S>                                                         <C>                             <C>  
Frank J. Bartolone...................................       33,236 (1)                       4.31%
Stewart A. Collins...................................        4,978                           0.65%
Walter F. Crossley...................................       69,343                           8.99%
Jerold D. Gerstein...................................        9,533                           1.24%
Dorothy S. Hannaway..................................        3,057                           0.40%
Warren H. Hannaway...................................        2,905                           0.38%
Michael M. Quick.....................................        1,700                           0.22%
Donald A. Morano.....................................       36,129                           4.68%
William E. Reifsteck.................................       20,130                           2.61%
Marc L. Reitzes......................................       33,133 (2)                       4.29%
M. Zev Rose..........................................       11,660                           1.51%
Stephen D. Samost....................................        8,571                           1.11%
Jonathan D. Weiner...................................       18,042                           2.34%
Michael J. Wimmer....................................       28,584 (3)                       3.70%
Directors & Executive Officers
 as a Group (17 Persons).............................      281,265                          36.45%
</TABLE>

(1)  Includes 6,821 shares owned by members of Mr. Bartolone's immediate family
     and 788 shares owned by Bartolone & Snyder, PA, of which Mr. Bartolone is a
     principal owner.

(2)  Includes 9,732 shares owned by members of Mr. Reitzes' immediate family.

(3)  Includes 22,647 shares registered to Hann & Co., of which Mr. Wimmer is a
     principal owner.

Certain Beneficial Owners.

         The following table sets forth, as of March 27, 1996, the name and
address of each person who is known by the Board of Directors of the Company to
be the beneficial owner of 5% or more of the Company's outstanding Common Stock,
the number of shares beneficially owned by such person, and the percentage of
the Company's outstanding Common Stock so owned.

                                                                Percent of
                                     Common Stock              Common Stock
              Name and Address         Owned (1)                   Owned
      Walter F. Crossley                  69,343                  8.99%
      401 Rt. 70 East

      Cherry Hill, NJ  08034

      A. R. DeMarco Enterprises           43,563                  5.64%
      Profit Sharing Trust
      44 Packard Street
      Hammonton, NJ  08037

      L&S Rest Home Employees            163,806                 21.23%
                                         -------                 ------
      Retirement Plan Trust
      Pliner Designated Fund (2)

                TOTAL                    276,712                 35.86%
                                         =======                 ======

(1)  A person is deemed to be the beneficial owner of securities if he has or
     shares voting power (which includes the power to vote, or to direct the
     voting of such securities) or investment power (which includes the power to

                                       46
<PAGE>

     dispose, or to direct the disposition, of such securities). A person is
     also deemed to be the beneficial owner of any securities of which he has
     the power to acquire beneficial ownership within 60 days. Under these
     rules, more than one person may be deemed the beneficial owner of the same
     securities. The information set forth in the table above includes all
     shares of Common Stock of the Company over which the above-named persons,
     individually or together, share voting power or investment power, adjusted,
     however, to eliminate the reporting of shares more than once in order not
     to overstate the aggregate beneficial ownership of such persons.

(2)  Does not include any shares held by beneficiaries of the trust.
     Beneficiaries of the trust include the following individuals, whose direct
     stock ownership if aggregated with the shares owned by the trust which are
     attributable to their respective accounts are as follows:
<TABLE>
<CAPTION>

                                                                                          Shares Owned If
                                                                                          Aggregated with
                                                        Shares Owned                         The Trust
                   Name and Address                    Number/Percent                     Number/Percent

<S>                                                        <C>                               <C>  
               Ilene Pliner Armato                         8,737/1.13%                        35,414/4.59%
               401 Jackson Road
               Atco, NJ  08004

               Victoria Pliner Kravitz                     7,336/0.95%                        52,218/6.77%
               401 Jackson Road
               Atco, NJ  08004

               Gerald Pliner                              17,577/2.28%                      101,002/13.09%
               401 Jackson Road
               Atco, NJ  08004

               Judith Pliner                               1,282/0.17%                        10,205/1.32%
               401 Jackson Road
               Atco, NJ  08004
</TABLE>

         Such individuals, who are related, disclaim beneficial ownership of
shares owned by each other, as well as the shares owned by the trust not
attributable to their respective accounts. See Item 3 - "Legal Proceedings" for
a description of restrictions on the voting of certain of these shares.

Item 13.  Certain Relationships and Related Transactions.

         During 1995, the Company did not extend any credit to, nor did it have
any transactions with, any of its Directors, executive officers or holders of at
least 5% of the Company's or the Bank's outstanding shares of Common Stock or
any members of the immediate families of the foregoing persons. Since January 1,
1995, the maximum amount of credit extended by the Bank to the Company's and the
Bank's Directors, executive officers and holders of at least 5% of the Company's
outstanding shares of Common Stock, as a group, was approximately $4,953,000 on
December 31, 1995, which amount was equal to approximately 51% of the Bank's
equity capital accounts as of that date.

         All extensions of credit to Directors, executive officers and major
shareholders of the Company, and their associates, by the Bank have been, and
are expected to be, banking transactions in the ordinary course of business on
substantially the same terms, including interest rates and collateral for loans,
as those prevailing at the time for comparable transactions with unaffiliated
parties, and not involving more than the normal risk of collect ability or
presenting other unfavorable features. There were no defaults under the terms of
any extension of credit from the Bank to any Director, executive officer or
major shareholder.

         During 1995, the Bank paid approximately $69,000 for legal services to
law firms in which several of its Directors are associated, which practice the
Bank anticipates will continue in the future.



                                       47
<PAGE>

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules,
                  and Reports on Form 8-K.

         (a)      Financial Statements, Schedules and Exhibits

                  (1)      Financial Statements

                  The following consolidated financial statements of Atcorp,
                  Inc. and Subsidiaries are included in Item 8 above.

                           Report of Independent Public Accountants

                           Consolidated Balance Sheets - December 31, 1995 and 
                           1994

                           Consolidated Statements of Income - Years Ended
                           December 31, 1995, 1994 and 1993

                           Consolidated Statements of Shareholders' Equity -
                           Years Ended December 31, 1995, 1994 and 1993

                           Consolidated Statements of Cash Flows - Years Ended
                           December 31, 1995, 1994 and 1993

                           Notes to Consolidated Financial Statements

                  (2)      Financial Statement Schedules.  Financial

                           statement schedules are omitted because they are not
                           applicable or the required information is shown in
                           the financial statements or notes thereto.

                  (3)      Exhibits filed pursuant to Item 601 of Regulation
                           S-K.

                            Exhibit                    Description
                            -------                    -----------

                           3(a)     Restated Certificate of Incorporation (1)
                           3(a)(i)  Second Restated Certificate of

                                        Incorporation

                           3(b)     By-Laws of the Registrant (1)
                           10(a)    Atco National Bank Profit Sharing Plan (1)
                           10(b)    Employment Agreement between Atco
                                    National Bank and Marc L. Reitzes (1)

                           10(c)    Employment Agreement between Atco
                                    National Bank and Stewart A. Collins (1)
                           10(d)    Lease Agreement between Atco National
                                    Bank and Davis Enterprises (1)


                                    48
<PAGE>


                            Exhibit                    Description
                            -------                    -----------

                           10(e)   Reserve Premium Account Agreement
                                   between Atco National Bank and American
                                   Bankers Professional and Fidelity
                                   Insurance Company Limited (1)

                           10(f)   1990 Incentive Stock Option Plan
                           11      Computation of Earnings Per Share
                           22      Subsidiaries of the Company (2)
                           28      Letter from Comptroller of the Currency to
                                   Atco National Bank, dated June 12, 1986 (1)

(1)  Incorporated by reference to exhibits to registrant's registration
     statement on Form S-4 (No. 33-24649).

(2)  Incorporated by reference to exhibits to registrant's registration
     statement on Form S-1 filed with the Securities and Exchange Commission on
     March 14, 1989.

         (b)      Reports on Form 8-K

                  No reports on Form 8-K were filed during the year ended
                  December 31, 1995.



                                       49
<PAGE>


                                                                      EXHIBIT 11

                                  ATCORP, INC.
                        COMPUTATION OF EARNINGS PER SHARE

<TABLE>
<CAPTION>

                                                                  For Years Ended December 31,
                                                            1995              1994            1993

COMPUTATION OF EARNINGS PER
COMMON SHARE:

<S>                                                        <C>               <C>                <C>    
Shares -
    Weighted average shares
         outstanding (1)                                   771,750           771,750            771,750

Earnings -

         Net Income before cumulative effect

         of change in accounting principle             $1,054,000           $857,000         $  903,000

         Cumulative effect of change in

         accounting principle                          $        0           $      0         $  100,000
                                                       ----------           --------         ----------

         NET INCOME                                    $1,054,000           $857,000         $1,003,000
                                                       ==========           ========         ==========

Earnings per common share-

         Income before Change in

         accounting principle                                 $1.37             $1.11            $1.17
         Change in accounting principle                       $0.00             $0.00            $0.13
                                                              -----             -----            -----
NET EARNINGS PER SHARE                                        $1.37             $1.11            $1.30
                                                              =====             =====            =====

</TABLE>

(1)  Weighted average shares outstanding were adjusted retroactively to reflect
     the stock dividend paid February 26, 1996 to shareholders of record
     February 16, 1996



                                       50
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.

                     ATCORP, INC.

                     By:(s) Marc L. Reitzes
                            ----------------------------
                     Marc L. Reitzes, Chairman & C.E.O.

Date:    March 27, 1996

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

                 Signature                                           Title                       Date

<S>                                               <C>                                         <C>
(s) Marc L. Reitzes                                      Chairman and Chief Executive
----------------------------                                 Officer and Director            3/27/96 
Marc L. Reitzes                                             

(s) Michael M. Quick                               President and Chief Operating Officer
----------------------------                                     and Director                3/27/96  
Michael M. Quick                                                 

(s) Stewart A. Collins                               Sr. Vice President/Treasurer-Director
----------------------------                           (Principal Accounting Officer)       3/27/96  
Stewart A. Collins                                      

(s) Frank J. Bartolone
----------------------------
Frank J. Bartolone                                                 Director                  3/27/96

(s) Walter F. Crossley
----------------------------
Walter F. Crossley                                                 Director                   3/27/96

(s) Jerold D. Gerstein
----------------------------
Jerold D. Gerstein                                                 Director                   3/27/96

(s) Dorothy S. Hannaway
----------------------------
Dorothy S. Hannaway                                                Director                   3/27/96

(s) Warren H. Hannaway
----------------------------
Warren H. Hannaway                                                 Director                   3/27/96

----------------------------
Donald A. Morano                                                   Director

(s) William E. Reifsteck
----------------------------
William E. Reifsteck                                               Director                   3/27/96

(s) M. Zev Rose
----------------------------
M. Zev Rose                                                        Director                   3/27/96

(s) Stephen D. Samost
----------------------------
Stephen D. Samost                                                  Director                   3/27/96

(s) Jonathan D. Weiner
----------------------------
Jonathan D. Weiner                                                 Director                   3/27/96

(s) Michael J. Wimmer
----------------------------
Michael J. Wimmer                                                  Director                   3/27/96
</TABLE>