<PAGE>   1
                                 United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                 -------------

                                   Form 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the Quarterly Period Ended June 30, 1997
                          Commission File No.: 0-17703

                                 -------------

                             First American Bancorp
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Alabama                            63-0879472
          ------------------        ------------------------------------ 
          (State of Alabama)        (I.R.S. Employer Identification No.)

                            251 Johnston Street, S.E.
                             Decatur, Alabama 35601
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (205) 340-7000
                         -------------------------------
                         (Registrant's telephone number)

                                 -------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:

                                  Yes  X   No
                                      ---     ---

         Indicate the number of shares outstanding of the registrant's class of
common stock, as of the last practicable date.

          Class                                   Outstanding at June 30, 1997
          -----                                   ----------------------------
Common Stock, $.01 Par Value                                2,878,334

<PAGE>   2
First American Bancorp and Subsidiary

                                   Form 10-Q

                                     Index

<TABLE>
<CAPTION>
Part I                     Financial Information                                     Page No.
---------------------------------------------------------------------------------------------
<S>                        <C>                                                          <C>
Item 1                     Consolidated Statements of Condition as of
                           June 30, 1997, June 30, 1996, and
                           December 31, 1996                                            3

                           Consolidated Statements of Income for the
                           Three Month and Six Month Periods Ended 
                           June 30, 1997 and June 30, 1996                              5

                           Consolidated Statements of Cash Flows for
                           the Six Month Periods Ended June 30, 1997
                           and June 30, 1996                                            6

                           Notes to Consolidated Financial Statements                   7

Item 2                     Management's Discussion and Analysis of
                           Financial Condition and Results of Operations                8


Part II                    Other Information

Item 1                     Legal Proceedings                                            10

Item 2                     Changes in Securities                                        10

Item 3                     Defaults upon Senior Securities                              10

Item 4                     Submission of Matters to a Vote of Security Holders          10

Item 5                     Other Information                                            10

Item 6                     Exhibits and Reports on Form 8-K                             11

                           Signatures                                                   11
</TABLE>



<PAGE>   3
First American Bancorp and Subsidiary
Consolidated Statements of Condition
As of June 30, 1997, and 1996 and December 31, 1996

<TABLE>
<CAPTION>
                                                  Unaudited
                                       -------------------------------
                                          June 30,         June 30,       December 31,
                                            1997             1996             1996
                                       -----------------------------------------------
<S>                                    <C>              <C>              <C>          
ASSETS
Cash and due from banks                $  10,342,421    $   9,066,717    $   8,270,560
Earning assets:
Interest bearing deposits in                                                          
  other banks                                  6,765          109,641           49,270
Federal funds sold                           775,000
U.S. Treasury securities and
  obligations of other                                                                
  U.S. Government agencies
  and corporations                         6,626,047        9,970,725        6,845,355
Obligations of states and                                                             
  political subdivisions                  11,561,756       11,064,715       10,536,228
Mortgage backed securities                10,097,075       12,573,193       10,241,965
Other securities                           1,624,576        1,613,975        1,624,512
                                       -----------------------------------------------
    Total securities                      
      available for sale                  29,909,454       35,222,608       29,248,060 
Mortgage loans held for                                                               
  sale, net of discount                    1,402,050          946,330          866,700 
Loans, net of unearned                                                                
  income                                 178,673,691      156,990,715      172,973,942
Less: Allowance for loan                                                               
      losses                              (1,791,068)      (1,504,005)      (1,688,940)
                                       -----------------------------------------------
    Net loans                            176,882,623      155,486,710      171,285,002
Premises and equipment, net                7,784,223        8,037,976        7,832,296
Other real estate                            289,630                            80,199
Accrued interest receivable                1,492,300        1,349,495        1,383,178
Deferred Tax Benefit                         577,877        1,043,419          759,300
Other assets                               3,156,422          957,139        3,243,142
                                       -----------------------------------------------
TOTAL ASSETS                           $ 232,618,765    $ 212,220,035    $ 223,017,707
                                       ===============================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand             $  25,779,511    $  19,956,731    $  22,043,303
Interest-bearing demand                   61,596,972       64,680,299       66,050,592
Certificates of Deposit                                                               
  $100,000 and over                       30,080,997       22,247,014       25,525,456
Other time and savings                    73,148,417       64,612,501       69,803,186
                                       -----------------------------------------------
Total deposits                           190,605,897      171,496,545      183,422,537
Federal funds purchased                    2,775,000        6,000,000        1,325,000
Current portion long term                                                             
  debt                                    13,500,000           51,133        1,105,000
Long term debt                                             12,605,000       12,500,000
Capital lease obligation                     126,094          151,205          138,900
Accrued expenses and other                                                            
  liabilities                              1,574,139          968,022        1,843,908
                                       -----------------------------------------------
Total Liabilities                        208,581,130      191,271,905      200,335,345

Shareholders' equity:
  Preferred stock, par value
    $.01 per share Authorized -
    400,000 shares; none
    issued
Common stock, par value $.01
per share Authorized - 10,000,000
shares at June 30, 1997 and
June 30, 1996 and December                                                            
31, 1996; issued and
outstanding 2,878,334
shares, 2,253,396 shares and
2,263,884 shares, respectively                28,780           20,488           22,639
  Additional paid in capital              15,326,049       10,758,431       15,166,195
  Retained earnings                        8,963,790       10,792,898        7,836,899
Unrealized loss on
  securities, available for                                                            
  sale, net of tax                          (280,984)        (623,687)        (343,371)
                                       -----------------------------------------------
   Total Shareholders' Equity             24,037,635       20,948,130       22,682,362
                                       -----------------------------------------------
Total Liabilities and                  
  Shareholders' Equity                 $ 232,618,765    $ 212,220,035    $ 223,017,707
                                       ===============================================
</TABLE>

See notes to consolidated financial statements.


<PAGE>   4

First American Bancorp and Subsidiary
Unaudited Consolidated Statements of Income
For the three month periods and the six month periods ended June 30, 1997, and
June 30, 1996

<TABLE>
<CAPTION>
                                              Three Months Ended June 30,   Six Months Ended June 30,
                                                  1997          1996            1997         1996
<S>                                           <C>           <C>            <C>           <C>        
Revenue from earning assets:
Interest and fees on                                                                                
  loans                                       $ 4,589,322   $ 3,872,441    $ 9,002,683   $ 7,158,825
Interest on investment securities:
Taxable                                           278,146       413,971        569,722       858,025
Exempt from Federal income tax                    137,381       148,424        271,258       288,697
Interest on Federal funds sold and                                                                  
  interest-bearing deposits in other
  banks                                            17,128        12,655         21,124        37,888
                                              ------------------------------------------------------
Total interest income                           5,021,977     4,447,491      9,864,787     8,343,435

Interest expense:
Interest on deposits                            1,906,766     1,822,441      3,760,029     3,663,911
Interest on long term debt and                                                                      
  Federal funds purchased                         210,022        65,216        421,510        74,819
Interest on obligations under                                                                       
  Capitalized leases                                2,609         3,104          5,345         6,326
                                              ------------------------------------------------------
Total interest expense                          2,119,397     1,890,761      4,186,884     3,745,056
Provision for loan losses                         331,418       181,285        792,057       226,213
                                              ------------------------------------------------------
Net interest income                             2,571,162     2,375,445      4,885,846     4,372,166
                                              ------------------------------------------------------

Noninterest revenues:
Service charges on deposits                       298,889       264,506        575,199       529,751
Other operating revenues                          164,766       157,110        318,824       292,706
Net securities gains (losses)                       1,362       (13,752)         7,894       (13,752)
                                              ------------------------------------------------------
Total noninterest revenues                        465,017       407,864        901,917       808,705

Noninterest expenses:
Salaries and employee benefits                  1,134,555     1,025,260      2,230,364     1,966,772
Occupancy, furniture and equipment                300,685       346,727        552,704       700,807
Other operating expenses                          756,133       472,058      1,396,304       900,826
                                              ------------------------------------------------------
Total noninterest expenses                      2,191,373     1,844,045      4,179,372     3,568,405

Income before income taxes                        844,806       939,264      1,608,391     1,612,466
Provision for income taxes                        225,050       327,638        478,980       497,839
                                              ------------------------------------------------------
Net income                                    $   619,756   $   611,626    $ 1,129,411   $ 1,114,627
                                              ======================================================

Earnings per Common Share                     $      0.22   $      0.22    $      0.39   $      0.40
Earnings per Common Share assuming dilution   $      0.21   $      0.21    $      0.38   $      0.39
</TABLE>

See notes to consolidated financial statements.



<PAGE>   5
First American Bancorp and Subsidiary
Unaudited Consolidated Statements of Cash Flows
For the six month periods ended June 30, 1997 and June 30, 1996

<TABLE>
<CAPTION>
                                                  1997            1996
                                                  ----            ----
<S>                                          <C>             <C>         
Net cash provided by operating                                            
activities                                   $  1,659,431    $    775,965 
                                                                          
Cash flows from investing activities:                                     
  Proceeds from sale of securities                                        
    available for sale                          2,250,116       9,126,083 
  Proceeds from the maturity of                                           
    securities available for sale                 642,977       3,182,001 
  Purchase of securities available for                                    
    sale                                       (3,484,206)     (5,836,213)
  Net loans made to customers                  (6,803,245)    (30,455,613)
  Capital expenditures                           (230,111)     (1,073,132)
  Proceeds from sale of bank premises                                       
    and equipment                                     932
  Proceeds from sale of other real                                        
    estate                                         46,240          33,767 
                                             ----------------------------
Cash flows used by investing activities        (7,577,297)    (25,023,107)

Cash flows from financing activities:
  Net (decrease) in demand deposit accounts      (717,412)     (3,007,066)
  Net increase in certificates of deposit 
    and other time and savings deposits         7,900,772       9,140,893 
  Net increase in Federal funds purchased       1,450,000       5,175,000 
  Payment of capital lease obligation             (12,806)        (11,825)
  Proceeds from issuance of debt                               12,551,133
  Proceeds from issuance of common                                       
    stock                                         105,000          20,850
Distribution for fractional shares                 (3,332)         (3,326)
                                             ----------------------------
  Cash flows provided by financing                                        
    activities                                  8,722,222      23,865,659

Net increase (decrease) in cash and                                       
    cash equivalents                            2,804,356        (381,483)
Cash and cash equivalents at beginning                                    
    of period                                   8,319,830       9,557,841 
                                             ----------------------------
Cash and cash equivalents at end of                                      
    period                                   $ 11,124,186    $  9,176,358
                                             ============================
</TABLE>


See notes to consolidated financial statements.


<PAGE>   6

                     First American Bancorp and Subsidiary

                   Notes to Consolidated Financial Statements

                             June 30, 1997 and 1996


Note 1 - Basis of Presentation

         The results of operations for the six months ended June 30, 1997 and
1996 are not necessarily indicative of the results to be expected for the full
year.

         In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary for a fair presentation.

         The condensed consolidated financial statements and notes are presented
as permitted by Form 10-Q, and do not contain certain information included in
the Company's audited financial statements and notes for the year ended December
31, 1996.

         The accounting policies followed by the Company are set forth in Note 1
of the Company's financial statements contained in the Annual Report to
Shareholders for the year ended December 31, 1996.



Note 2 - Stock Split

         Earnings per weighted average number of shares outstanding in 1997
reflect a 5 for 4 stock split effected in the form of a stock dividend paid to
shareholders of record on April 11, 1997. Earnings per weighted average number
of shares outstanding in 1996 reflect an 11 for 10 stock split effected in the
form of a stock dividend paid to shareholders on April 2, 1996 and a 5 for 4
stock split effected in the form of a stock dividend to shareholders on April
11, 1997.

Note 3 - Adoption of Statement of Financial Accounting Standards

         The Company will adopt Statement of Financial Accounting Standards 
(SFAS) Number 128, Earnings Per Share, which establishes standards of computing
and presenting earnings per share (EPS) and applies to entities with publicly
held common stock or potential common stock. This statement replaces the
presentation of primary EPS with a presentation of basic EPS and requires dual
presentation of basic and diluted EPS on the face of the income statement for
all entities with complex capital structures and requires a reconciliation of
the numerator and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation.

         This statement is effective for financial statements issued for periods
ending after December 31, 1997, including interim periods; earlier application
is not permitted.


<PAGE>   7
Note 4 - Reconciliation of Earnings per common share and Earnings per common
share assuming dilution

         For the six months ended June 30, 1997

<TABLE>
<CAPTION>
                                     Income               Shares             Per-Share
                                  (Numerator)          (Denominator)           Amount
<S>                                <C>                 <C>                    <C>  
Income available to common                  
  shareholders                    $1,129,411
Basic EPS                          1,129,411           2,866,125              $0.39
                                                                              =====  
Effects of Dilutive                                       
  Securities Options                                      98,541
                                                       ---------
Dilutive EPS                      $1,129,411           2,964,666              $0.38
                                  ================================================= 
</TABLE>

         For the quarter ended June 30, 1997

<TABLE>
<CAPTION>
                                     Income               Shares             Per-Share
                                  (Numerator)          (Denominator)           Amount
<S>                                <C>                 <C>                    <C>  
Income available to common                  
  shareholders                    $  619 756
Basic EPS                            619,756           2,877,966              $0.22
                                                                              =====  
Effects of Dilutive                                       
  Securities Options                                     101,234
                                                       ---------
Dilutive EPS                      $  619,756           2,979,200              $0.21
                                  ================================================= 
</TABLE>

         For the six months ended June 30, 1996

<TABLE>
<CAPTION>
                                     Income               Shares             Per-Share
                                  (Numerator)          (Denominator)           Amount
<S>                                <C>                 <C>                    <C>  
Income available to common        
  shareholders                    $1,114,627
Basic EPS                          1,114,627           2,815,608              $0.40
                                                                              =====  
Effects of Dilutive                                       
  Securities Options                                      79,068
                                                       ---------
Dilutive EPS                      $1,114,627           2,894,676              $0.39
                                  ================================================= 
</TABLE>
         For the quarter ended June 30, 1996

<TABLE>
<CAPTION>
                                     Income               Shares             Per-Share
                                  (Numerator)          (Denominator)           Amount
<S>                                <C>                 <C>                    <C>  
Income available to common        
  shareholders                    $  611,626
Basic EPS                            611,626           2,816,114              $0.22
                                                                              =====  
Effects of Dilutive                                       
  Securities Options                                      79,068
                                                       ---------
Dilutive EPS                      $  611,626           2,895,182              $0.21
                                  ================================================= 
</TABLE>

Note 5 - Subsequent Event

         On July 24, 1997, the Company entered into a definitive agreement to
merge with Alabama National BanCorporation. The merger is subject to the
completion of due diligence and the receipt of the necessary regulatory 
approvals.


                ITEMS 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The following discussion is presented to aid in an understanding of the
Company's financial condition and results of operations for the second quarter
of 1997.

         The Company reported earnings of $620,000 during the second quarter of
1997 compared with $612,000 during the second quarter of 1996 which is a 1.3% 
increase from 1996 to 1997. Net income per share during both the second quarter
of 1997 and 1996 was $0.22, respectively. The earnings per share in 1996 have
been restated to reflect a 5 for 4 stock split effected in the form of a stock
dividend paid in 1997.


DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDER'S EQUITY

         Total assets increased 9.6% to $232.6 million at June 30, 1997 from
$212.2 million at June 30, 1996, and 4.3% from $223.0 million at December 31,
1996. This increase was a result of the 3.7% increase in earning assets which
included increases in federal funds sold, loans, net of unearned income, and
mortgage loans held for sale.

         Securities available for sale decreased to $29.9 million at
June 30, 1997 from $35.2 million at June 30, 1996, a 15.1% decrease. The
decrease in the portfolio was primarily to fund the Company's loan growth and
the departure of higher cost public deposits as discussed below.

         At June 30, 1997, the Bank held the following types of structured notes
and derivatives in its investment portfolio: Step-up bonds, dual index notes,
and collateralized mortgage obligations. Liquidity, interest rate risk, yield,
and extension risk are all considerations in holding these types of securities.
The Bank periodically evaluates these securities to determine the effect that
various interest rate changes have on the market value of these securities. The
Bank understands that changing interest rates impact the market value of the
security and its average life. The duration of these securities are monitored in
relation to the overall portfolio. This evaluation also addresses the possible
impact on the Bank's earnings and capital resulting from rate changes. The
potential carrying amount recoverability is also reviewed on a regular basis.
The Bank holds no securities whose ultimate principal redemption would be less
than par.
<PAGE>   8
         Loans, net of unearned income, grew to $178.7 million at June 30, 1997
from $157.0 million at June 30, 1996, or 13.8%, as a result of strong loan
demand in 1996. During the second quarter of 1997, loans, net of unearned
income, increased to $178.7 million from $173.0 million at December 31, 1996, a
3.3% increase.

         Reserve for loan losses increased 19.1% to $1.8 million at June 30,
1997 from $1.5 million at June 30, 1996. Loan loss reserve as a percent of
loans, net of unearned income was 1.00% at June 30, 1997, compared to 0.96% at
June 30, 1996 and 0.98% at December 31, 1996. Management believes the loan loss
reserve is adequate at this time, given the Bank's low historical loan loss
ratio.

         Bank premises and equipment decreased to $7.8 million at June 30, 1997
from $8.0 million at June 30, 1996, primarily as a result of depreciation
expense during 1996. Bank premises and equipment decreased 0.6% from December
31, 1996.

         Total deposits at June 30, 1997 were $190.6 million compared with
$171.5 million a year earlier, reflecting a 11.1% increase. Total deposits
increased 3.9% from $183.4 million at December 31, 1996. Interest bearing demand
deposits decreased $3.1 million from June 30, 1996 due to the planned departure
of competitively bid public funds bearing a high interest rate. The departure of
these higher cost public funds has contributed to the improvement in the banks
net interest margin. The decrease in interest bearing demand deposits from June
30, 1996 to June 30, 1997 was offset by increases of $5.8 million in noninterest
bearing demand deposits, $7.8 million in certificates of deposits greater than
$100,000 and $8.5 million in other time deposits during the same period due to
increased efforts to raise deposits. Noninterest bearing demand deposits
increased 17.3% to $25.8 million at June 30, 1997 compared to $22.0 million at
December 31, 1996, while certificates of deposit greater than $100,000 increased
18.0% to $30.1 million from $25.5 million over the same period. At June 30,
1997, the Company had $12.5 million in borrowings from the Federal Home Loan
Bank (FHLB). The $12.5 million FHLB debt has an interest rate of one month LIBOR
(London interbank offered rate) minus three basis points, equating to 5.419% at
June 30, 1997, and matures June 5, 1998.

         Shareholders' equity increased to $24.0 million at June 30, 1997, an
14.8% increase from $20.9 million at June 30, 1996. Shareholders' equity
increased 6.0% from $22.7 million at December 31, 1996. The increase from
December 31, 1996 was due to the Company's net income of $1.1 million in the six
months ended June 30, 1997. Also contributing to the increase in shareholders'
equity was the mark-to-market adjustment for specific securities designated as
available for sale of $281,000 at June 30, 1997, a decrease of $62,000 from
$343,000 at December 31, 1996. The mark-to-market adjustment decreased $343,000
from June 30, 1996.

         At June 30, 1997, the equity capital to asset ratio was 10.3%. At June
30, 1996, this ratio was 9.9%; and at December 31, 1996, it was 10.2%. The
current risk based capital ratios well exceed the risk based capital guidelines
established by banking regulators as illustrated below:

<TABLE>
<CAPTION>
                                                                                  Minimum Regulatory
                                                 At June 30, 1997                    Requirements
                                                 ----------------                 ------------------
<S>                                              <C>                              <C>  
Risk-based capital:
   Tier I capital ratio                               12.94%                             4.00%
   Total capital ratio                                13.92%                             8.00%
   Leverage Ratio                                      9.57%                         3.00 to 5.00%
</TABLE>


ASSET AND LIABILITY MANAGEMENT, LIQUIDITY AND CAPITAL RESOURCES

         Through its asset liability management plan, management maintains
adequate liquidity to satisfy the Company's day to day cash flow requirements
and has available adequate liquidity sources to satisfy seasonal fluctuations.

<PAGE>   9
RESULTS OF OPERATIONS

         During the second quarter of 1997, earnings were $620,000, compared
with second quarter earnings during 1996 of $612,000, a 1.3% increase, which
resulted primarily from an improved interest margin offset by increased
noninterest expenses and provision for loan losses.

         For the three month period ending June 30, 1997 gross interest margin
improved $346,000, or 13.5%, to $2,903,000, compared to $2,557,000 at June 30,
1996. When compared with the three month period ended June 30, 1996, the changes
in the volume and mix of earning assets and interest-bearing liabilities as well
as the current rate environment helped improve the gross interest margin during
the second quarter of 1997.

         Interest and fees on loans increased $717,000, or 18.5%, due to growth
in loan volume during the second quarter. Interest on investment securities
decreased 26.1%, or $147,000, due to the decrease in the investment portfolio
to fund the Company's loan growth and to fund the planned departure of higher
cost public funds.

         Interest expense on deposits increased only $84,000, or 4.6%, at 
June 30, 1997, compared to June 30, 1996, although interest bearing deposits 
(interest bearing demand deposits, certificates of deposit, etc.) increased 
$13.3 million during the same period. The small increase in deposit interest
expense was due to $12.5 million in borrowing from the Federal Home Loan Bank
(FHLB) during 1996. The slight increase in deposit interest expense was offset
by an increase of interest expense on other borrowed money of $145,000 when
comparing June 30, 1997 to June 30, 1996. This increase was a result of the
$12.5 million borrowed from the FHLB.

         The provision for loan losses increased by $150,000 during the second
quarter of 1997 when compared with the second quarter of 1996. The provision for
loan losses increased by $566,000 year to date at June 30, 1997 compared to June
30, 1996. The increase in provision was due to the charge off of loans which
became impaired during the first quarter of 1997, most of which were identified
as impaired at December 31, 1996. With the ratio of the reserve for loan losses
to loans net of unearned income at June 30, 1997 of 1.00%, management believes
that this allocation to loan loss reserve provides an adequate reserve for the
risk in the current loan portfolio.

         Total noninterest revenues during the second quarter of 1997 increased
$57,000, or 14.0%, primarily as a result of increased service charges on deposit
accounts.

         Total noninterest expenses during the second quarter of 1997 increased
$347,000, or 18.8%, due to increases in salaries and employee benefits, other
operating expenses, and occupancy, furniture and equipment expenses.

         Income before income taxes decreased $94,000, primarily due to
increased noninterest expenses and provision for loan losses. Income tax expense
for the second quarter of 1997 compared to 1996 decreased $103,000, or 31.3% ,as
a result of decreased before tax income and increased tax-planning investments
by the company.


                                    PART II


ITEM 1 - LEGAL PROCEEDINGS

None.

ITEM 2 - CHANGES IN SECURITIES

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.


<PAGE>   10

          ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                           ITEM 5 - OTHER INFORMATION

None.


<PAGE>   11


                   ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         27   Financial Data Schedule (for SEC use only)



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.

                                         First American Bancorp




Date:   August 13, 1997                  by /s/ Dan M. David
                                            ------------------------------------
                                            Dan M. David
                                            Chairman and Chief Executive Officer

Date:   August 13, 1997                  by /s/ Alfred E. Cheatham, Jr.
                                            ------------------------------------
                                            Alfred E. Cheatham, Jr.
                                            Vice President and
                                            Chief Financial Officer