Exhibit 99 ---------- THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Financial Statements and Schedules December 31, 1993 and 1992 (With Independent Auditors' Report Thereon) THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Index to Financial Statements and Schedules Submitted Independent Auditors' Report Financial Statements: Statements of Net Assets Available for Plan Benefits - December 31, 1993 and 1992 Statements of Changes in Net Assets Available for Plan Benefits - Years ended December 31, 1993 and 1992 Notes to Financial Statements Number ------ Schedules: Item 27a - Schedule of Assets Held for Investment Purposes........ 1 Item 27d - Schedule of Reportable Transactions.................... 2 INDEPENDENT AUDITORS' REPORT ---------------------------- Worthen Banking Corporation Employee Benefits Committee The Savings and Profit Sharing Plan for Employees of Worthen Banking Corporation: We have audited the accompanying statements of net assets available for plan benefits of The Savings and Profit Sharing Plan for Employees of Worthen Banking Corporation as of December 31, 1993 and 1992 and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan'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 financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of The Savings and Profit Sharing Plan for Employees of Worthen Banking Corporation as of December 31, 1993 and 1992, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG Peat Marwick June 10, 1994 THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Statements of Net Assets Available for Plan Benefits (Note 7) December 31, 1993 and 1992 1993 1992 ------------ ---------- Investments (note 3): U.S. Government Security Fund, at fair value (cost, 1993 - $2,760,783 and 1992 - $1,735,572) $ 2,760,783 1,735,572 Guaranteed Interest Fund, at contract value (cost, 1993 - $6,163,386 and 1992 - $5,270,793) 6,163,386 5,270,793 Balanced Fund at fair value (cost, 1993 - $5,124,354 and 1992 - $3,594,452) 5,685,710 3,631,834 S & P 500 Fund at fair value (cost, 1993 - $1,311,185 and 1992 - $577,294) 1,337,537 581,361 Common stock of Worthen Banking Corporation Fund, at fair value (cost, 1993 - $4,553,364 and 1992 - $2,687,530) 5,619,623 4,773,886 Participant loans, at unpaid principal balance, which approximates fair value 1,138,718 799,440 Life Insurance Fund (cost, 1993 - $3,568) 3,568 - ----------- ---------- Total investments 22,709,325 16,792,886 ----------- ---------- Receivables: Employer contributions 196,702 336,397 Employee contributions 132,680 88,775 Accrued interest and dividends 39,017 42,202 ----------- ---------- 368,399 467,374 ----------- ---------- Cash 92,768 57,908 ----------- ---------- Total assets 23,170,492 17,318,168 Excess contributions refundable to participants 38,076 30,197 ----------- ---------- Net assets available for plan benefits $23,132,416 17,287,971 =========== ========== Net assets available for plan benefits: To former participants 1,082,830 255,318 To current participants 22,049,586 17,032,653 ----------- ---------- $23,132,416 17,287,971 =========== ========== See accompanying notes to financial statements. THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Statements of Changes in Net Assets Available for Plan Benefits (Note 7) Years ended December 31, 1993 and 1992 1993 1992 ----------- ---------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments (note 3) $ (322,161) 904,333 Interest and dividends 948,962 759,412 ----------- ---------- 626,801 1,663,745 Employee contributions 6,076,368 2,464,464 Employer contributions 1,294,609 1,253,478 ----------- ---------- Total additions 7,997,778 5,381,687 ----------- ---------- Deductions from net assets attributed to: Retirement benefits and withdrawals 2,077,527 1,295,158 Life insurance premiums (note 4) 75,806 97,496 ----------- ---------- Total deductions 2,153,333 1,392,654 ----------- ---------- Net increase 5,844,445 3,989,033 Net assets available for plan benefits: Beginning of year 17,287,971 13,298,938 ----------- ---------- End of year $23,132,416 17,287,971 =========== ========== See accompanying notes to financial statements. THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Notes to Financial Statements December 31, 1993 and 1992 (1) Summary of Significant Accounting Policies ------------------------------------------ The accompanying financial statements have been prepared on the accrual basis and present the net assets available for plan benefits and the changes in net assets available for plan benefits. The investments of The Savings and Profit Sharing Plan for Employees of Worthen Banking Corporation ("Plan") have been valued using quoted market prices except for the investments in the Guaranteed Interest Funds and Participant Loans. Guaranteed Interest Fund contracts are valued at contract value which represents contributions made under the contract, plus interest at the contract rate. Participant loans are valued at the unpaid principal balance of the loans which approximates fair value. (2) Description of Plan ------------------ The following is a brief description of the Plan and is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (a) General ------- The Plan is a defined contribution plan. Contributions were first made to the Plan in February 1986. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). (b) Participation in the Plan ------------------------- Any employee of Worthen Banking Corporation ("Company") and its subsidiaries (collectively "Employer") who is a full-time employee or following the completion of a "year of service" if not full-time is eligible for participation in the Plan. (c) Contributions -------------- Each participant may defer from one to fifteen percent of his or her compensation by electing to contribute that amount to the Plan. The contribution is fully vested and not subject to forfeiture for any reason. The Plan requires the Employer to make a matching contribution equal to fifty percent of each participant's matchable deferred compensation, which is that portion of deferred compensation which does not exceed six percent of total compensation. The Employer must also make a stock bonus contribution equal to ten percent of matchable deferred compensation. The stock bonus contribution may consist of the Company's common stock or cash to be used exclusively to purchase such stock. (Continued) 2 THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Notes to Financial Statements The Plan also provides for a discretionary profit sharing contribution. The amount, if any, of this contribution is determined solely by the Company's Board of Directors and is allocated to all employees eligible to participate in the Plan. All contributions except the Employer stock bonus contribution are invested as directed by participants in one or more of six investment options: a government securities fund, a guaranteed interest fund, a balanced fund, the Company's common stock, whole life insurance, and Standard & Poor's 500 stock index fund. (d) Benefits and Forfeitures ------------------------ All amounts credited to a participant's account, including employee and employer contributions together with investment earnings thereon can be withdrawn only in a lump sum payment upon his or her normal retirement or death. For earlier distributions, a participant receives only vested amounts. All contributions made by participants and the employer's stock bonus contribution, together with related investment earnings, are immediately fully vested. Other employer contributions and related investment earnings vest as follows: twenty percent after one year, increasing twenty percent per year thereafter until fully vested after five years. All amounts forfeited are first used to reinstate, in certain circumstances, previously forfeited benefits for employees who had a break in service, then, to reduce Employer contributions. (e) Termination of Plan ------------------- Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon termination of the Plan, all amounts credited to participants' accounts become fully vested and not subject to forfeiture. The Company may then direct either a complete distribution of plan assets or a continuation of the trust with benefits distributed as they would have been had the Plan not been terminated. (f) Plan Administration ------------------- The Plan is administered on behalf of participants by the Company's employee benefit committee, to which members are appointed by the Company's Board of Directors. (Continued) 3 THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Notes to Financial Statements (g) Participant Loans ----------------- The Plan permits participants to borrow against the plan up to 45% of their vested account balances. Such loans bear interest at the Company's prime lending rate on the date the application is received from the participant. Loans for other than the purchase of a principal residence are repayable over a maximum of 5 years through biweekly payroll deductions. Loans for the purchase of a principal residence are repayable over a maximum of 10 years, also through bi-weekly payroll deductions. Participant loans are reported as investments in the statement of net assets available for plan benefits. (3) Investments ----------- The Plan's investments are held by the plan trustee (note 5). The following table presents the fair/contract value of these investments by investment option categories. December 31, 1993 December 31, 1992 ---------------------- ---------------------- Fair/ Fair/ Units/ contract Units/ contract Description shares value shares value ----------- --------- ---------- --------- ---------- U. S. Government Security Fund - Treasury Obligations Fund 2,760,783 $2,760,783 (a) 1,735,572 $1,735,572 (a) ========= ========== ========= ========== Guaranteed Interest Fund: New York Life Insurance Company Guaranteed Interest Contracts: 8.25% interest, due 12-31-92 - - 725,065 725,065 8.55% interest, due 7-3-93 - - 329,857 329,857 7.70% interest, due 1-3-94 2,140,443 2,140,443 (a) 2,356,152 2,356,152 (a) 5.45% interest, due 1-3-95 1,613,209 1,613,209 (a) 1,958,783 1,958,783 (a) 5.05% interest, due 12-31-95 2,330,910 2,330,910 (a) - - Federated Treasury Obligations Fund 78,824 78,824 - - Cash overdraft - - - (99,064) ========= ---------- ========= ---------- $6,163,386 $5,270,793 ========== ========== (Continued) 4 THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Notes to Financial Statements December 31, 1993 December 31, 1992 ---------------------- ----------------------- Fair/ Fair/ Units/ contract Units/ contract Description, continued shares value shares value ---------------------- --------- ---------- -------- ---------- Balanced Fund: Federated Intermediate Government Trust - - 138,267 1,447,652 (a) Federated Treasury Obligations Fund 280,463 280,463 88,963 88,963 Federated Index Max-Cap Fund - - 145,312 1,658,005 (a) Fidelity Asset Manager Account 350,990 5,405,247 (a) - - Federated International Fund - - 15,552 216,328 Federated Growth Trust Fund - - 4,886 111,943 Federated Mini-Cap Fund - - 9,979 110,970 Cash overdraft - - - (2,027) ========= ---------- ======= ---------- $5,685,710 $3,631,834 ========== ========== S & P 500 Fund: Federated Treasury Obligations Fund 65,159 65,159 18,034 18,034 Federated Max-Cap Fund 107,374 1,272,378 (a) 49,371 563,327 ========= ---------- ======= ---------- $1,337,537 $ 581,361 ========== ========== Common stock Fund: Federated Treasury Obligations Fund 36,202 36,202 - - Worthen Banking Corporation 252,358 5,583,421 (a) 184,498 4,773,886 ========= ---------- ======= ---------- $5,619,623 $4,773,886 (a) ========== ========== Life Insurance Fund - Federated Treasury Obligations Fund 3,568 $ 3,568 - $ - ========= ========== ======= ========== Participant loans (8.0% - 11.0% interest) $1,138,718 (a) $ 799,440 ========== ========== (a) Investment is 5% or more of Plan's net assets. (Continued) 5 THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Notes to Financial Statements During 1993 and 1992 the Plan's investments (including investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: 1993 1992 ---- ---- Guaranteed Interest Fund $ - (79) Balanced Fund 598,290 (88,514) Common stock of Worthen Banking Corporation Fund (946,641) 1,002,389 S & P 500 Fund 26,190 (9,463) --------- --------- $(322,161) 904,333 ========= ========= (4) Purchase of Insurance Contracts ------------------------------- Participants may direct, subject to limitations contained in the Plan, that contributions be used to purchase life insurance contracts. The participants' accounts are debited for any insurance or annuity premiums and credited with any dividends received on their respective insurance contracts. The cash value of the insurance contracts are not included in the Plan's net assets available for plan benefits. (5) Parties-in-Interest ------------------- Worthen Trust Company, Inc. ("WTC"), a subsidiary of the Company, serves as trustee of the plan. All fees related to the administration of the plan for 1993 and 1992 were waived by WTC. All investment transactions during the year were made by WTC. Therefore, all investment transactions that took place during the year were with parties-in-interest. (6) Federal Income Taxes -------------------- The Internal Revenue Service has determined and informed the Company by letter dated May 3, 1993, that the Plan is qualified under Sections 401(a) and 401(k) and tax exempt under Section 501(a) of the Internal Revenue Code. (7) Programs Available for Participants ----------------------------------- Amounts relating to the assets, liabilities and net assets available for plan benefits by programs available to participants at December 31, 1993 and 1992 and amounts relating to the changes in net assets available for plan benefits by programs available to participants for the years ended December 31, 1993 and 1992 are as follows: (Continued) 6 THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Notes to Financial Statements December 31, 1993 ------------------------------------------------------------------------------------------- Common stock U.S. of Worthen Government Guaranteed S&P Banking Life Security Interest Balanced 500 Corporation Participant Insurance Fund Fund Fund Fund Fund Loans Fund Total ---------- ---------- -------- ---- ----------- ----------- --------- ----- Investments $2,760,783 6,163,386 5,685,710 1,337,537 5,619,623 1,138,718 3,568 22,709,325 Receivables: Employer contributions 30,480 39,817 36,364 18,992 71,049 - - 196,702 Employee contributions 11,810 29,175 28,063 16,917 42,881 - 3,834 132,680 Accrued interest and dividends 6,666 32,177 71 20 54 - 29 39,017 Cash 47,139 18,418 14,388 5,064 7,759 - - 92,768 ---------- --------- --------- --------- --------- ----------- ------- ---------- Total assets 2,856,878 6,282,973 5,764,596 1,378,530 5,741,366 1,138,718 7,431 23,170,492 Excess contributions refundable to participants 2,045 6,813 18,852 6,828 3,538 - - 38,076 ---------- --------- --------- --------- --------- ----------- ------- ---------- Net assets available for plan benefits $2,854,833 6,276,160 5,745,744 1,371,702 5,737,828 1,138,718 7,431 23,132,416 ========== ========= ========= ========= ========= =========== ======= ========== (Continued) 7 THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Notes to Financial Statements December 31, 1992 ----------------------------------------------------------------------------------------------- Common stock U.S. of Worthen Government Guaranteed S&P Banking Life Security Interest Balanced 500 Corporation Participant Insurance Fund Fund Fund Fund Fund Loans Fund Total ----------- ---------- --------- ---------- ----------- ----------- --------- ---------- Investments $1,735,572 5,270,793 3,631,834 581,361 4,773,886 799,440 - 16,792,886 Receivables: Employer contributions 71,642 76,890 67,786 26,624 93,455 - - 336,397 Employee contributions 10,638 22,965 19,347 7,295 24,296 - 4,234 88,775 Accrued interest and dividends 4,550 30,986 6,666 - - - - 42,202 Cash 9,463 - - 14,064 34,381 - - 57,908 ---------- --------- --------- ------- --------- ----------- --------- ---------- Total assets 1,831,865 5,401,634 3,725,633 629,344 4,926,018 799,440 4,234 17,318,168 Excess contributions refundable to participants 2,557 5,802 7,652 2,357 11,829 - - 30,197 ---------- --------- --------- ------- --------- ----------- --------- ---------- Net assets available for plan benefits $1,829,308 5,395,832 3,717,981 626,987 4,914,189 799,440 4,234 17,287,971 ========== ========= ========= ======= ========= =========== ========= ========== (Continued) 8 THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Notes to Financial Statements Year ended December 31, 1993 ---------------------------------------------------------------------------------------------------- Common stock U.S. of Worthen Government Guaranteed S&P Banking Life Security Interest Balanced 500 Corporation Participant Insurance Fund Fund Fund Fund Fund Loans Fund Total ---------- ---------- -------- --------- ----------- ----------- --------- ---------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) $ - - 598,290 26,190 (946,641) - - (322,161) Interest and dividends 66,848 357,989 339,220 61,286 46,075 77,507 37 948,962 ---------- --------- --------- --------- --------- --------- ------ ---------- 66,848 357,989 937,510 87,476 (900,566) 77,507 37 626,801 Employee contributions 1,931,149 942,285 1,429,411 717,007 967,755 - 88,761 6,076,368 Employer contributions 129,547 254,317 218,790 118,243 573,712 - - 1,294,609 ---------- --------- --------- --------- --------- --------- ------ ---------- Total additions 2,127,544 1,554,591 2,585,711 922,726 640,901 77,507 88,798 7,997,778 ---------- --------- --------- --------- --------- --------- ------ ---------- Deductions from net assets: Retirement benefits 862,176 545,664 283,050 96,088 259,030 31,519 - 2,077,527 Life insurance premiums - - - - - - 75,806 75,806 ---------- --------- --------- --------- --------- --------- ------ ---------- Total deductions 862,176 545,664 283,050 96,088 259,030 31,519 75,806 2,153,333 ---------- --------- --------- --------- --------- --------- ------ ---------- Net increase 1,265,368 1,008,927 2,302,661 826,638 381,871 45,988 12,992 5,844,445 Transfers, net (239,843) (128,599) (274,898) (81,923) 441,768 293,290 (9,795) - Net assets available for plan benefits: Beginning of year 1,829,308 5,395,832 3,717,981 626,987 4,914,189 799,440 4,234 17,287,971 ---------- --------- --------- --------- --------- --------- ------ ---------- End of year $2,854,833 6,276,160 5,745,744 1,371,702 5,737,828 1,138,718 7,431 23,132,416 ========== ========= ========= ========= ========= ========= ====== ========== (Continued) 9 THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Notes to Financial Statements Year ended December 31, 1992 -------------------------------------------------------------------------------------------------- Common stock U.S. of Worthen Government Guaranteed S&P Banking Life Security Interest Balanced 500 Corporation Participant Insurance Fund Fund Fund Fund Fund Loans Fund Total ---------- ---------- -------- ---- ----------- ----------- --------- ----- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) $ - (79) (88,514) (9,463) 1,002,389 - - 904,333 Interest and dividends 60,048 359,164 205,024 47,518 25,808 61,850 - 759,412 ---------- --------- --------- ------- --------- ------- ------- ---------- 60,048 359,085 116,510 38,055 1,028,197 61,850 - 1,663,745 Employee contributions 417,468 649,866 554,158 216,150 510,439 - 116,383 2,464,464 Employer contributions 173,711 264,110 257,031 107,436 451,190 - - 1,253,478 ---------- --------- --------- ------- --------- ------- ------- ---------- Total additions 651,227 1,273,061 927,699 361,641 1,989,826 61,850 116,383 5,381,687 ---------- --------- --------- ------- --------- ------- ------- ---------- Deductions from net assets: Retirement benefits 203,446 692,285 181,877 60,629 111,848 45,073 1,295,158 Life insurance premiums - - - - - - 97,496 97,496 ---------- --------- --------- ------- --------- ------- ------- ---------- Total deductions 203,446 692,285 181,877 60,629 111,848 45,073 97,496 1,392,654 ---------- --------- --------- ------- --------- ------- ------- ---------- Net increase 447,781 580,776 745,822 301,012 1,877,978 16,777 18,887 3,989,033 Transfers, net (189,725) (325,594) (13,833) 30,452 293,926 222,897 (18,123) - Net assets available for plan benefits: Beginning of year 1,571,252 5,140,650 2,985,992 295,523 2,742,285 559,766 3,470 13,298,938 ---------- --------- --------- ------- --------- ------- ------- ---------- End of year $1,829,308 5,395,832 3,717,981 626,987 4,914,189 799,440 4,234 17,287,971 ========== ========= ========= ======= ========= ======= ======= ========== SCHEDULE 1 ---------- THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1993 Current/ contract Issuer or Borrower Description of Investment Cost value ------------------ ------------------------- ---- -------- Federated Investors Treasury Obligations Fund, 3,224,999 units $ 3,224,999 3,224,999 Max-Cap Fund, 107,374 units 1,246,026 1,272,378 Fidelity Investments Institutional Services Company Asset Manager Account, 350,990 units 4,843,891 5,405,247 New York Life Insurance Company Guaranteed Interest Contracts: 7.70% interest, due 1-3-94 2,140,443 2,140,443 5.45% interest, due 1-3-95 1,613,209 1,613,209 5.05% interest, due 12-31-95 2,330,910 2,330,910 *Worthen Banking Corporation Common stock, 252,358 shares 4,517,162 5,583,421 Participant loans 8.00% - 11.00% interest 1,138,718 1,138,718 ----------- ---------- $21,055,358 22,709,325 =========== ========== *Party-in-interest See accompanying independent auditors' report. SCHEDULE 2 ---------- THE SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF WORTHEN BANKING CORPORATION Item 27d - Schedule of Reportable Transactions Year ended December 31, 1993 Expenses Current value incurred of asset on Purchase Selling Lease with Cost of transaction Net gain Identity of party involved Description of asset price price rental transaction asset date (loss) - - --------------------------- -------------------- -------- ------- ------ ----------- ------- ----------- -------- Federated Investors Treasury obligations Fund: Bought $14,035,371 - - - 14,035,371 14,035,371 - Sold - 12,751,542 - - 12,751,542 12,751,542 - Max-Cap Fund - 1,769,914 - - 1,741,692 1,769,914 28,222 Intermediate Government Trust Fund - 1,451,800 - - 1,429,871 1,451,800 21,929 Fidelity Investments Institutional Services Company Asset Manager Account 5,444,290 - - - 5,444,290 5,444,290 - New York Life Insurance Company Guaranteed Interest Contract, 5.05%, due 12-31-95 2,601,092 - - - 2,601,092 2,601,092 - *Worthen Banking Corporation Common stock 2,126,487 - - - 2,126,487 2,126,487 - * Party-in-interest See accompanying independent auditors' report.