SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended September 30, 1993
OR
[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to_______ Commission
file number ___________
BANCFLORIDA FINANCIAL CORPORATION
EMPLOYEE THRIFT PLAN
(Full title of the plan)
BANCFLORIDA FINANCIAL CORPORATION
(Name of the issuer of the securities held pursuant to the plan)
5801 Pelican Bay Boulevard
Naples, Florida 33863
(Address of principal executive office)
PAGE
(KPMG Peat Marwick logo)
BANCFLORIDA FINANCIAL CORPORATION
EMPLOYEE THRIFT PLAN
Financial Statements and Schedules
September 30, 1993 and 1992
With Independent Auditors' Report Thereon
BANCFLORIDA FINANCIAL CORPORATION
EMPLOYEE THRIFT PLAN
Table of Contents
Independent Auditors' Report
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedule
Reportable Transactions 1
Assets Held for Investment 2
(KPMG Peat Marwick logo)
Certified Public Accountants
100 North Tampa Street, Suite 2400
Tampa, FL 33602
Independent Auditors' Report
_________________
The Trustees
BancFlorida Financial Corporation
Employee Thrift Plan:
We have audited the accompanying statements of net assets available
for benefits of BancFlorida Financial Corporation Employee Thrift Plan
as of September 30, 1993 and 1992, and the related statements of
changes in net assets available for benefits for each of the years in the
three-year period ended September 30, 1993. 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
BancFlorida Financial Corporation Employee Thrift Plan at
September 30, 1993 and 1992, and the changes in net assets available
for benefits for each of the years in the three-year period ended
September 30, 1993, in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
reportable transactions and assets held for investment 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 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.
(Signature of KPMG Peat Marwick)
/s/ KPMG Peat Marwick
Tampa, Florida
March 10, 1994
Member Firm of
Klynveld Peat Marwick Goerdeler
BANCFLORIDA FINANCIAL CORPORATION
EMPLOYEE THRIFT PLAN
Statements of Net Assets Available for Benefits
September 30, 1993 and 1992
1993
Short- Common Growth/ Intermediate
Term Stock Value Bond
Fund Fund Fund Fund Total
Short-term investments (note 4) $ 1,055,256 10,986 534,290 227,746 1,828,278
Interest receivable 2,790 30 25 9 2,854
Sponsor's contribution receivable 102,624 97,418 133,159 53,123 386,324
Investments in securities at fair value determined
by quoted market prices -
Common stock of BancFlorida Financial
Corporation, 163,446 and 174,758
shares (cost of $1,590,285 and
$1,652,540) at September 30,
1993 and 1992, respectively -- 3,554,951 -- -- 3,554,951
Net assets available for benefits $ 1,160,670 3,663,385 667,474 280,878 5,772,407
Net assets available for plan benefits:
Non-active participants $ 41,674 193,162 9,870 9,525 254,231
Active participants 1,118,996 3,470,223 657,604 271,353 5,518,176
Net assets available for benefits $ 1,160,670 3,663,385 667,474 280,878 5,772,407
See accompanying notes to financial statements.
1992
Short- Common Growth/ Intermediate
Term Stock Value Bond
Fund Fund Fund Fund Total
1,167,514 11,503 38,370 17,350 1,234,737
3,410 22 5 2 3,439
157,586 52,798 63,724 28,365 302,473
-- 1,507,288 -- -- 1,507,288
1,328,510 1,571,611 102,099 45,717 3,047,937
39,911 118,156 405 65 158,537
1,288,599 1,453,455 101,694 45,652 2,889,400
1,328,510 1,571,611 102,099 45,717 3,047,937
BANCFLORIDA FINANCIAL CORPORATION
EMPLOYEE THRIFT PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended September 30, 1993, 1992 and 1991
1993
Short- Common Growth/ Intermediate
Term Stock Value Bond
Fund Fund Fund Fund Total
Investment income:
Interest income (note 4) $ 37,463 324 534 226 38,547
Dividend income -- -- 10,244 8,946 19,190
Total investment income 37,463 324 10,778 9,172 57,737
Realized gain (loss) on investments -- 34,685 1,609 900 37,194
Unrealized appreciation (depreciation) -- 2,096,787 27,152 3,027 2,126,966
Transfer from related trust (note 5) 21,343 -- 31,914 9,558 62,815
Contributions:
Employer 102,624 97,418 133,159 53,123 386,324
Employees 137,265 95,984 119,223 50,462 402,934
Employee transfers (346,957) (39,723) 269,263 117,417 --
Withdrawals and terminations (105,053) (193,701) (27,723) (8,498) (334,975)
Trustee fees (14,525) -- -- -- (14,525)
Net increase (decrease) for the year (167,840) 2,091,774 565,375 235,161 2,724,470
Net assets available for benefits:
Beginning of year 1,328,510 1,571,611 102,099 45,717 3,047,937
End of year $ 1,160,670 3,663,385 667,474 280,878 5,772,407
See accompanying notes to financial statements.
1992 1991
Short- Common Growth/ Intermediate Short- Common
Term Stock Value Bond Term Stock
Fund Fund Fund Fund Total Fund Fund Total
49,060 785 68 30 49,943 53,849 660 54,509
-- -- 294 273 567 -- -- --
49,060 785 362 303 50,510 53,849 660 54,509
-- (169,238) -- -- (169,238) -- (1,088) (1,088)
-- 1,139,597 215 162 1,139,974 -- (160,777) (160,777)
-- -- -- -- -- -- -- --
157,586 52,797 63,724 28,365 302,472 226,588 80,659 307,247
198,595 60,051 37,871 16,960 313,477 226,588 80,659 307,247
(15) 15 -- -- -- 2,907 (2,907) --
(136,580) (149,295) (73) (73) (286,021) (131,225) (82,084) (213,309)
(14,288) (8,579) -- -- (22,867) (5,209) (2,825) (8,034)
254,358 926,133 102,099 45,717 1,328,307 373,498 (87,703) 285,795
1,074,152 645,478 -- -- 1,719,630 700,654 733,181 1,433,835
1,328,510 1,571,611 102,099 45,717 3,047,937 1,074,152 645,478 1,719,630
BANCFLORIDA FINANCIAL CORPORATION
EMPLOYEE THRIFT PLAN
Notes to Financial Statements
September 30, 1993 and 1992
(1) Accounting Principles
The accounts of the BancFlorida Financial Corporation Employee Thrift Plan
(Plan) are maintained on an accrual basis. Assets of the Plan are valued at
current market value.
(a) Investment in Securities
All investments in securities are comprised of BancFlorida Financial
Corporation (BFL or BancFlorida) common stock which is traded on a
national securities exchange. The shares are valued at average cost in
determining the cost of securities sold and reported at market value at
September 30, 1993 and 1992.
(b) Expenses
All expenses are paid by the Plan.
(2) Description of Plan
The following is a general description of the Plan and provides only
general information. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
(a) General
The Plan which was effective July 1, 1983, is a defined contribution
plan covering substantially all full-time employees of BFL and its
subsidiaries which have adopted the plan who have one year of service.
It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
(b) Contributions
An employee becomes a participant by electing to contribute a
minimum of 2% to a maximum of 5% of gross pay on a pre-tax basis to
the Plan. Each year, BFL has the option to contribute an amount not in
excess of the amount of contributions by each of its participating
employees, but in no event greater than 5% of each such individual
employee's compensation for the Plan year.
(c) Participant Accounts
Effective October 1, 1985, the Plan was amended to allow participants
to invest in one or both of the following funds:
(bullet) Short-Term Fund - interest-bearing, short-term investments
(bullet) Common Stock Fund - common stock of BancFlorida Financial
Corporation
(Continued)
2
BANCFLORIDA FINANCIAL CORPORATION
EMPLOYEE THRIFT PLAN
Notes to Financial Statements
Effective October 1, 1990, the Plan was amended to allow the employer
matching contribution to be invested in the same proportion as the
employees allocate their contribution.
Effective April 1, 1992, the Plan was amended to allow participants to
invest in one or both of the following additional funds:
(bullet) Growth/Value Fund
(bullet) Intermediate Bond Fund
Each participant's account is credited with the participant's
contribution and an allocation of (a) the Company's contribution, (b)
plan earnings, and (c) forfeitures of terminated participants' nonvested
accounts. Allocations are based on participant contributions or account
balances, as defined. At September 30, 1993, there were 440
participants in the Plan.
Employee contributions invested in the Short-Term Fund and Common
Stock Fund earned an average rate of return or (declined) approximately
3% and 145%, respectively, for the year ended September 30, 1993;
approximately 5% and 173%, respectively, for the year ended September
30, 1992; and approximately 7% and (22)%, respectively, for the year
ended September 30, 1991.
Employee contributions invested in the Growth/Value Fund and the
Intermediate Bond Fund earned a rate of return of approximately 15%
and 11%, respectively, for the year ended September 30, 1993; and
approximately 2% and 3%, respectively, for the year ended September
30, 1992.
(d) Vesting
Participants are immediately vested in their voluntary contributions
plus actual earnings thereon. Vesting in the remainder of their
accounts is based on years of service. A participant is 100% vested
after five years of credited service. Aggregate forfeitures amount to
1,402 and 1,214 shares of BancFlorida Financial Corporation common
stock for the years ended September 30, 1993 and 1992, respectively.
(e) Payment of Benefits
On termination of service, a participant may elect to receive a lump-
sum distribution equal to the vested value of their account or if the
participant's vested interest is more than $3,700, the participant may
elect to receive the lump-sum distribution at the end of the Plan year
following their sixty-fifth birthday. In the event a participant dies
prior to commencement of their distribution, their vested interest will
be distributed to their beneficiary.
A participant may withdraw an amount not in excess of their account
balance derived from their contributions at any time on one month's
notice solely for the purpose of (i) making a down payment on a
principal residence, (ii) paying college expenses for their family
member, or (iii) paying unreimbursed medical or dental expenses. The
Administrator determines whether to allow such financial hardship
withdrawals on a uniform and nondiscriminatory basis.
(Continued)
3
BANCFLORIDA FINANCIAL CORPORATION
EMPLOYEE THRIFT PLAN
Notes to Financial Statements
(f) Trustee
Thrift Plan assets are held in a trust and are invested by the trustee,
National Bank of Detroit, Trust Division.
(g) Termination Provision
BancFlorida expects to continue this Plan indefinitely, but is not
contractually obligated to do so. Although it has not expressed any
intent to do so, BancFlorida has the right under the Plan to discontinue
its contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of plan termination, participants will
become 100% vested in their accounts, and any unallocated funds will
be allocated among all participants on the same basis as BancFlorida
contributions.
(h) Reclassifications
Certain amounts in the 1992 and 1991 financial statements have been
reclassified so as to conform to the 1993 presentation.
(3) Income Tax Status
BancFlorida Financial Corporation Employee Thrift Plan has received a
determination letter from the Internal Revenue Service substantiating that
the Plan qualifies under Section 401(a) of the Internal Revenue Code and the
trust is exempt under Section 501(a); as such, the Plan is exempt from
federal income tax, and amounts contributed by BancFlorida, F.S.B., a
wholly-owned subsidiary of BFL, are not taxed to the employee until a
distribution from the Plan is received.
(4) Short-Term Investments
The fair value of the short-term investments which are held in trust and
which are administered by the trustee are as follows:
Fair Value
Investment account 1993 1992
Cash $ 484 --
NBD Short-Term Investment Fund for
Employee Benefit Plans 1,074,731 1,188,204
Woodward Growth/Value Fund 527,865 32,059
Woodward Intermediate Bond Fund 225,198 14,474
$ 1,828,278 1,234,737
(Continued)
4
BANC FLORIDA FINANCIAL CORPORATION
EMPLOYEE THRIFT PLAN
Notes to Financial Statements
(5) Transfer from Related Trust
During 1993, participants of the Plan who also participate in another
benefit trust of BFL were allowed to transfer plan assets from the related
trust to the Plan. The plan assets of the related trust were transferred to
the Plan at their fair value at the date of transfer.
(6) Reconciliation to IRS Form 5500
The following represents a reconciliation of net assets as reported on IRS
Form 5500 to that presented in the accompanying financial statements:
1993 1992
Net assets per IRS Form 5500 $ 5,772,407 2,889,400
Benefits payable -- 158,537
Net assets per accompanying
financial statements $ 5,772,407 3,047,937
As mentioned in note 2(h), during 1993, the Plan has classified benefits
payable to individuals separated from service as a component of net assets
available for plan benefits. Consequently, corresponding amounts in the
previously issued 1992 and 1991 financial statements have been
reclassified so to conform with current year presentations.
(7) Subsequent Event
On January 17, 1994, BFL entered into an agreement and plan of merger with
First Union Corporation. The agreement and plan of merger provides for the
merger of BFL into the First Union National Bank of Florida. The effect on
the Plan of this agreement and plan of merger is unknown at this time.
With regulatory approval of the agreement and plan of merger, the plan
assets of the Plan will be transferred to the plan assets of the First Union
Savings Plan. The plan assets of the plan will be transferred at their fair
value at the date of transfer.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
BANCFLORIDA FINANCIAL CORPORATION
THRIFT PLAN
Date March 29, 1994 /s/ J. Michael Holmes
J. Michael Holmes
Secretary and Treasurer
Schedule 1
______
BANCFLORIDA FINANCIAL CORPORATION
EMPLOYEE THRIFT PLAN
Reportable Transactions
Years ended September 30, 1993, 1992 and 1991
1993
Purchase Selling Gain
Description of Asset price price Cost (loss)
Sale of 692,622 shares of NBD
Short-Term Investment Fund -- $ 692,622 692,622 --
Purchase of 576,072 shares of NBD
Short-Term Investment Fund $ 576,072 -- -- --
Purchase of 1,055,488 shares of NBD
Employee Benefit Money Market Fund $ 1,055,488 -- -- --
Sale of 1,052,407 shares of NBD
Employee Benefit Money Market Fund -- $ 1,052,407 1,052,407 --
Purchase of 19,925 shares of Woodward
Intermediate Bond Fund $ 208,958 -- -- --
Purchase of 12,448 shares of BancFlorida
Financial Corporation common stock $ 168,221 -- -- --
Purchase of 44,360 shares of Woodward
Growth/Value fund $ 474,546 -- -- --
1992
There were no reportable transactions for the year ended September 30, 1992.
1991
Purchase Selling Gain
Description of Asset price price Cost (loss)
Sale of 94,192 shares of NBD Short-Term
Investment Fund -- $ 94,192 94,192 --
Purchase of 265,713 shares of BancFlorida
Financial Corporation common stock $ 338,351 -- -- --
Schedule 2
BANCFLORIDA FINANCIAL CORPORATION
EMPLOYEE THRIFT PLAN
Assets Held for Investment
Years ended September 30, 1993 and 1992
1993
Market Net realized
Cost value appreciation
Cash $ 484 484 --
NBD Short-Term Investment Fund for Employee
Benefit Plans, 1,074,731 shares 1,074,731 1,074,731 --
BancFlorida Financial Corporation common stock,
163,446 shares 1,590,285 3,554,951 1,964,666
Woodward Growth/Value Fund, 46,963 shares 500,713 527,865 27,152
Woodward Intermediate Bond Fund, 21,181 shares 222,171 225,198 3,027
Total $ 3,388,384 5,383,229 1,994,845
1992
Net realized
Market appreciation
Cost value (depreciation)
NBD Short-Term Investment Fund for Employee
Benefit Plans, 1,188,200 shares $ 1,188,204 1,188,204 --
BancFlorida Financial Corporation common stock,
174,758 shares 1,652,540 1,507,288 (145,252)
Woodward Growth/Value Fund, 3,146 shares 31,844 32,059 215
Woodward Intermediate Bond Fund, 1,361 shares 14,312 14,474 162
Total $ 2,886,900 2,742,025 (144,875)
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APPENDIX
On the Cover Page the KPMG Peat Marwick logo appears where noted.
On the Independent Auditors' Report page the KPMG Peat Marwick logo
and the KPMG Peat Marwick signature appears where indicated.