1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 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 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission file number 0-13161
-------
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
First-Knox Banc Corp. Savings Retirement Plan
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
First-Knox Banc Corp.
One South Main Street
Mount Vernon, Ohio 43050
(Page 1 of 16 pages; Exhibit index on page 2)
2
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
Documents filed herewith:
Report of Crowe, Chizek and Company LLP dated May __, 1996, on their
audits of the financial statements and financial statement schedules of
the First-Knox Banc Corp. Savings Retirement Plan as of December 31,
1995 and for the year then ended.
Exhibits filed herewith:
Consent of Crowe, Chizek and Company LLP
- -------------------------------------------------------------------------------
-2-
3
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
FINANCIAL STATEMENTS
December 31, 1995 and 1994
-3-
4
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
FINANCIAL STATEMENTS
December 31, 1995 and 1994
CONTENTS
REPORT OF INDEPENDENT AUDITORS............................................................................ 1
FINANCIAL STATEMENTS
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH
FUND INFORMATION.................................................................................. 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION............................................................................. 4
NOTES TO FINANCIAL STATEMENTS....................................................................... 5
SUPPLEMENTAL SCHEDULES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES.......................................... 9
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS...................................................... 10
-4-
5
REPORT OF INDEPENDENT AUDITORS
Board of Directors
First-Knox Banc Corp.
Mount Vernon, Ohio
We have audited the accompanying statements of net assets available for
benefits of First-Knox Banc Corp. Savings Retirement Plan as of December 31,
1995 and 1994, and the related statements of changes in net assets available
for benefits for the year ended December 31, 1995. 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 benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for
benefits for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.
Our audit was conducted 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 Fund Information in
the statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in the audit 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.
Crowe, Chizek and Company LLP
Columbus, Ohio
May 16, 1996
- -------------------------------------------------------------------------------
1.
-5-
6
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1995 and 1994
- --------------------------------------------------------------------------------
1995
--------------------------------------------------------------------------
----------------------------Participant Directed-------------------------
--------------------
First-Knox
Money Bond Index Growth Banc Corp.
Market Fund Fund Fund Stock
------ ---- ---- ---- -----
ASSETS
Investments, at fair value (Notes 2 and 4)
Shares of registered investment companies:
Federated S & P 500 Fund $ 187,501
Federated Stock Trust Fund $ 145,898
Federated Intermediate
Government Trust Fund $ 39,968
Federated Short-term
Government Fund $ 11,711 $ 12,466
First-Knox Banc Corp. stock 339,959
----------- ----------- ----------- ----------- -----------
11,711 39,968 187,501 145,898 352,425
Receivables
Employer contribution
Accrued interest and dividends 53 189 -- -- 3,863
----------- ----------- ----------- ----------- -----------
53 189 -- -- 3,863
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 11,764 $ 40,157 $ 187,501 $ 145,898 $ 356,288
=========== =========== =========== =========== ===========
1995
--------------------------------------------------------------------------
Non-
Participant
Directed
----------
First-Knox
Banc Corp.
Stock Total
----- -----
ASSETS
Investments, at fair value (Notes 2 and 4)
Shares of registered investment companies:
Federated S & P 500 Fund $ 187,501
Federated Stock Trust Fund 145,898
Federated Intermediate
Government Trust Fund 39,968
Federated Short-term
Government Fund 24,177
First-Knox Banc Corp. stock $ 307,512 647,471
------------ ------------
307,512 1,045,015
Receivables
Employer contribution 92 92
Accrued interest and dividends 4,105
------------ ------------
92 4,197
------------ ------------
Net assets available for benefits $ 307,604 $ 1,049,212
============ ============
- --------------------------------------------------------------------------------
(Continued)
2.
-6-
7
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(CONTINUED)
December 31, 1995 and 1994
- --------------------------------------------------------------------------------
1994
-------------------------------------------------------------------------
----------------------------Participant Directed-------------------------
First-Knox
Money Bond Index Growth Banc Corp.
Market Fund Fund Fund Stock
------ ---- ---- ---- -----
ASSETS
Investments, at fair value (Notes 2 and 4)
Shares of registered investment companies:
Federated S & P 500 Fund $ 82,670
Federated Stock Trust Fund $ 70,222
Federated Intermediate
Government Trust Fund $ 22,700
Federated Short-term
Government Fund $ 4,721 $ 11,206
First-Knox Banc Corp. stock 192,243
----------- ----------- ----------- ----------- -----------
4,721 22,700 82,670 70,222 203,449
Receivables
Employer contribution
Accrued interest and dividends 61 131 717 2,226 2,308
----------- ----------- ----------- ----------- -----------
61 131 717 2,226 2,308
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 4,782 $ 22,831 $ 83,387 $ 72,448 $ 205,757
=========== =========== =========== =========== ===========
1994
-------------------------------------------------------------------------
Non-
Participant
Directed
--------
First-Knox
Banc Corp.
Stock Total
----- -----
ASSETS
Investments, at fair value (Notes 2 and 4)
Shares of registered investment companies:
Federated S & P 500 Fund $ 82,670
Federated Stock Trust Fund 70,222
Federated Intermediate
Government Trust Fund 22,700
Federated Short-term
Government Fund 15,927
First-Knox Banc Corp. stock $ 203,648 395,891
------------ ------------
203,648 587,410
Receivables
Employer contribution 5,468 5,468
Accrued interest and dividends 5,443
------------ ------------
5,468 10,911
------------ ------------
Net assets available for benefits $ 209,116 $ 598,321
============ ============
- --------------------------------------------------------------------------------
See accompanying notes to financial statements.
3.
-7-
8
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
Year ended December 31, 1995
- --------------------------------------------------------------------------------
--------------------------Participant Directed--------------------------
First-Knox
Money Bond Index Growth Banc Corp.
Market Fund Fund Fund Stock
------ ---- ---- ---- -----
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income
Interest $ 531 $ 189 $ 2,236
Dividends 1,695 $ 27,624 $ 11,350 3,650
Capital gain (loss) distribution (75) 36 305
Net appreciation in fair
value of investments (Note 4) 1,979 11,724 21,007 38,001
----------- ----------- ----------- ----------- -----------
531 3,788 39,384 32,662 43,887
----------- ----------- ----------- ----------- -----------
Contributions
Employer
Participants 7,246 14,327 55,511 49,166 127,011
----------- ----------- ----------- ----------- -----------
7,246 14,327 55,511 49,166 127,011
----------- ----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants (639) (1,562) (1,082) (17,827)
----------- ----------- ----------- ----------- -----------
Net increase prior to interfund transfers 7,777 17,476 93,333 80,746 153,071
Interfund transfers (795) (150) 10,781 (7,296) (2,540)
----------- ----------- ----------- ----------- -----------
NET INCREASE 6,982 17,326 104,114 73,450 150,531
Net assets available for benefits
Beginning of year 4,782 22,831 83,387 72,448 205,757
----------- ----------- ----------- ----------- -----------
End of year $ 11,764 $ 40,157 $ 187,501 $ 145,898 $ 356,288
=========== =========== =========== =========== ===========
- --------------------------------------------------------------------------------
Non-
Participant
Directed
----------
First-Knox
Banc Corp.
Stock Total
----- -----
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income
Interest $ 2,273 $ 5,229
Dividends 3,710 48,029
Capital gain (loss) distribution 266
Net appreciation in fair
value of investments (Note 4) 38,622 111,333
------------ ------------
44,605 164,857
------------ ------------
Contributions
Employer 72,001 72,001
Participants 253,261
------------ ------------
72,001 325,262
------------ ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants (18,118) (39,228)
------------ ------------
Net increase prior to interfund transfers 98,488 450,891
Interfund transfers
NET INCREASE 98,488 450,891
Net assets available for benefits
Beginning of year 209,116 598,321
------------ ------------
End of year $ 307,604 $ 1,049,212
============ ============
- --------------------------------------------------------------------------------
See accompanying notes to financial statements.
4.
-8-
9
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- --------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN
The following brief description of the First-Knox Banc Corp. Savings Retirement
Plan (the Plan) provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plan's provisions.
GENERAL: The Plan is a 401(k) retirement savings plan established effective
January 1, 1993, covering all eligible employees of the First-Knox Banc Corp.,
First-Knox National Bank, and Farmers and Savings Bank (collectively, the
Company). To become eligible an employee must have attained age 21 and
completed one year of service. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). Plan assets are held
in trust by the First-Knox National Bank's Trust Department.
CONTRIBUTIONS: Participants may contribute up to 10% of their annual
compensation. The Company will match employee contributions at 30% of the first
6% of the compensation deferred in the calendar quarter by each participant.
Additional amounts may be contributed at the option of the Company's Board of
Directors.
PARTICIPANT ACCOUNTS: Each participant's account is credited with the
participant's contribution and allocation of the Company's contribution and
Plan earnings. Allocations of Plan investment earnings or losses are made in
proportion to participant account balances, as defined in the Plan. The benefit
to which a participant is entitled is the benefit that can be provided from the
participant's account.
RETIREMENT, DEATH AND DISABILITY: A participant is entitled to 100% of his or
her account balance upon retirement, death or disability.
VESTING: Participants are fully vested in their Employee Deferral Contribution
Account, their Employer Matching Contribution Account and their Employee
Rollover Contribution Account at all times.
PAYMENT OF BENEFITS: On termination of service, a participant shall receive a
single, lump sum, cash distribution equal to the value of his or her account.
INVESTMENT PROGRAMS: Each participant may direct that his or her contributions
and earnings be invested in one or more investment programs in the Plan. All
contributions of the Company are invested in the Employer Stock Fund. The funds
are summarized as follows as of December 31, 1995 and 1994:
Employer Stock Fund: These funds are invested in the common stock
of First-Knox Banc Corp.
- --------------------------------------------------------------------------------
(Continued)
-9-
5.
10
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- --------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN (Continued)
Growth Fund: These funds are invested in the Federated Stock Trust
Fund, a mutual fund investing primarily in corporate equity
securities.
Bond Fund: These funds are invested in the Federated Intermediate
Government Trust Fund, a mutual fund investing primarily in
corporate and U.S. government securities with fixed interest rates.
Money Market Fund: These funds are invested in the Federated
Short-term Government Fund, a mutual fund investing primarily in
short-term money market securities.
Index Fund: These funds are invested in the Federated S&P 500 Fund,
a mutual fund investing primarily in corporate equity securities
which correspond to the dividend and price performance of stocks
represented by the Standard & Poor's 500 Composite Stock Price
Index.
LOAN PROVISIONS: The Plan provides that participants may request to borrow
funds against their account balances in an amount which is limited to $50,000
or 50% of their vested account balance, whichever is less. Approval of such
loans is subject to the sole discretion of the Pension and Benefits Committee.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principles and policies which significantly affect the determination of net
assets and changes in net assets are summarized below.
ACCOUNTING METHOD: The accompanying financial statements have been prepared on
the accrual basis of accounting.
INVESTMENTS: The Plan's investments are stated at fair value. If available,
quoted market prices are used to value investments. The amounts shown in Note
4 for securities that have no quoted market price represent estimated fair
value. First-Knox Banc Corp. stock is valued based on the final trade price at
December 31, 1995, as quoted on the Nasdaq National Market System.
Purchases and sales of securities are recorded at the trade date. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
- --------------------------------------------------------------------------------
(Continued)
6.
-10-
11
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- --------------------------------------------------------------------------------
NOTE 3 - PLAN TERMINATION
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 and its related regulations. In the
event of plan termination, participants will become 100% vested in their
accounts.
NOTE 4 - INVESTMENTS
The Plan's investments are held by the First-Knox National Bank's Trust
Department. The following table presents the fair values of investments.
Investments that represent 5% or more of the Plan's net assets are separately
identified.
December 31,
-------------1995------------- -----------1994-----------
Number of Number of
Shares or Shares or
Principal Fair Principal Fair
Amount Value Amount Value
------ ----- ------ -----
Mutual funds
Federated S&P 500 Fund 13,910 $ 187,501 7,091 $ 82,670
Federated Stock Trust Fund 4,847 145,898 2,904 70,222
Other Federated Funds 64,145 38,627
Common stocks
First-Knox Banc Corp. 25,889 647,471 9,101 395,891
-------------- ------------
$ 1,045,015 $ 587,410
============== ============
During 1995, the Plan's investments (including investments bought, sold and held
during the year) appreciated as follows:
INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED
MARKET PRICE
Mutual funds $ 34,710
Common stocks 76,623
------------
Net change in fair value $ 111,333
============
- --------------------------------------------------------------------------------
(Continued)
7.
-11-
12
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- --------------------------------------------------------------------------------
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor Regulations as any
fiduciary of the Plan, any party rendering service to the Plan, the employer
and certain others. Professional fees for the administration and audit of the
Plan were paid by the Company.
Plan transactions with parties-in-interest during the year ended December 31,
1995 were as follows:
Identity Relationship Description Amount
-------- ------------ ----------- ------
First-Knox Banc Corp. Employer Purchase of stock $ 199,012
The Plan held the following party-in-interest investments (at fair value) at
December 31, 1995:
First-Knox Banc Corp. - common stock $ 647,471
NOTE 6 - TERMINATED PARTICIPANTS
Included in net assets available for benefits are amounts allocated to
individuals who have withdrawn from the Plan. Amounts allocated to these
participants were $20,828 and $3,323 at December 31, 1995 and 1994,
respectively.
NOTE 7 - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated September 22, 1994, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (IRC).
- --------------------------------------------------------------------------------
8.
-12-
13
SUPPLEMENTAL SCHEDULES
-13-
14
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
- --------------------------------------------------------------------------------
Name of Plan sponsor: First-Knox Banc Corp.
Employer identification number: 31-1121049
Three-digit plan number: 002
Identity of Current
Issue Description Cost Value
----- ----------- ---- -----
MUTUAL FUNDS
Federated Mutual Fund S&P 500 Fund $ 177,386 $ 187,501
Federated Mutual Fund Stock Trust Fund 130,061 145,898
Federated Mutual Fund Intermediate Government Trust
Fund 39,165 39,968
Federated Mutual Fund Short-term Government Fund 24,177 24,177
------------- -------------
Total mutual funds 370,789 397,544
COMMON STOCK
* First-Knox Banc Corp. Common stock 493,423 647,471
------------- -------------
$ 864,212 $ 1,045,015
============= =============
* Party-in-interest
- --------------------------------------------------------------------------------
9.
-14-
15
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 1995
- --------------------------------------------------------------------------------
Name of Plan sponsor: First-Knox Banc Corp.
Employer identification number: 31-1121049
Three-digit plan number: 002
Identity Description Purchase Cost
of Party of Investment Price of Asset
-------- ------------- -------- ---------
Federated Mutual Fund S&P 500 Fund $ 58,078 $ 58,078
Federated Mutual Fund Stock Trust Fund 55,866 55,866
First-Knox Banc Corp. Common Stock 199,012 199,012
- --------------------------------------------------------------------------------
10.
-15-
16
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees of the Plan have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
FIRST-KNOX BANC CORP.
SAVINGS RETIREMENT PLAN
Date: June 28, 1996
By /s/ DAVID R. IRVIN
---------------------------------
David R. Irvin
Vice President and Trust Officer
First-Knox National Bank
- --------------------------------------------------------------------------------
-16-