UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER DECEMBER 31, 1998 1-13661 S.Y. BANCORP, INC. 1040 EAST MAIN STREET LOUISVILLE, KENTUCKY 40206 (502) 582-2571 -------------------- INCORPORATED IN KENTUCKY I.R.S. NO. 61-1137529 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class: Name of each exchange on which registered: Common stock, no par value American Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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 by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of registrant's voting stock (Common Stock, no par value) held by non-affiliates of the registrant as of February 26, 1999, was $130,389,000. The number of shares of registrant's Common Stock, no par value, outstanding as of February 26, 1999, was 6,645,562. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's definitive proxy statement related to Registrant's Annual Meeting of Stockholders to be held on April 20, 1999 (the "Proxy Statement"), are incorporated by reference into Part III of this Form 10-K. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by this item is incorporated herein by reference to the discussion under the heading, "TRANSACTIONS WITH MANAGEMENT AND OTHERS," on page 15 of Bancorp's Proxy Statement for the 1999 Annual Meeting of Shareholders. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. The following financial statements are included on pages 30 through 54 of this Form 10-K: Consolidated Balance Sheets - December 31, 1998 and 1997 Consolidated Statements of Income - years ended December 31, 1998, 1997, and 1996 Consolidated Statements of Changes in Stockholders' Equity - years ended December 31, 1998, 1997, and 1996 Consolidated Statements of Comprehensive Income - years ended December 31, 1998, 1997, and 1996 Consolidated Statements of Cash Flows - years ended December 31, 1998, 1997, and 1996 Notes to Consolidated Financial Statements Independent Auditors' Report (a) 2. List of Financial Statement Schedules Schedules to the consolidated financial statements of Bancorp are omitted since they are either not required under the related instructions, are inapplicable, or the required information is shown in the consolidated financial statements or notes thereto. (a) 3. List of Exhibits 3.1 Articles of Incorporation of Bancorp filed with the Secretary of State of Kentucky on January 12, 1988. Exhibit 3 to Registration Statement on Form S-4 of Bancorp, File No. 33-22517, is incorporated by reference herein. 3.2 Articles of Amendment to the Articles of Incorporation of Bancorp filed with the Secretary of State of Kentucky on May 8, 1989. Exhibit 19 to Annual Report on Form 10-K for the year ended December 31, 1989, of Bancorp is incorporated by reference herein. 3.3 Articles of Amendment to the Articles of Incorporation of Bancorp filed with the Secretary of State of Kentucky on June 30, 1994. Exhibit 3.3 to Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 3.4 Articles of Amendment to the Articles of Incorporation of Bancorp filed with the Secretary of State of Kentucky on April 29, 1998. 3.5 Bylaws of Bancorp, as amended, currently in effect. Exhibit 3.4 to Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.1* S.Y. Bancorp, Inc. Stock Option Plan as amended. Exhibit 4 to Registration Statement on Form S-8 of Bancorp, File No. 33-25885, is incorporated by reference herein. 10.2* Stock Yards Bank & Trust Company Senior Officers Security Plan adopted December 23, 1980. Exhibit 10 to Annual Report on Form 10-K for the year ended December 31, 1988, of Bancorp is incorporated by reference herein. 10.3* Form of Indemnification agreement between Stock Yards Bank & Trust Company, S.Y. Bancorp, Inc. and each member of the Board of Directors. Exhibit 10.3 to the Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.4* Senior Executive Severance Agreement executed in July, 1994 between Stock Yards Bank & Trust 2 Company and David H. Brooks. Exhibit 10.4 to the Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.5* Senior Executive Severance Agreement executed in July 1994 between Stock Yards Bank & Trust Company and David P. Heintzman. Exhibit 10.5 to the Annual Report on Form 10-K for the year ended December 31,1994, of Bancorp is incorporated by reference herein. 10.6* Senior Executive Severance Agreement executed in July, 1994 between Stock Yards Bank & Trust Company and Kathy C. Thompson. Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.7* S.Y. Bancorp, Inc. 1995 Stock Incentive Plan. Exhibit 10.7 to the Annual Report on Form 10-K for the year ended December 31, 1995, of Bancorp is incorporated by reference herein. 10.8* Amendment Number One to the Senior Executive Severance Agreement executed in February, 1997 between Stock Yards Bank & Trust Company and David H. Brooks. Exhibit 10.8 to the Annual Report on form 10-K for the year ended December 31, 1996 is incorporated by reference herein. 10.9* Amendment Number One to the Senior Executive Severance Agreement executed in February, 1997 between Stock Yards Bank & Trust Company and David P. Heintzman. Exhibit 10.9 to the Annual Report on form 10-K for the year ended December 31, 1996 is incorporated by reference herein. 10.10* Amendment Number One to the Senior Executive Severance Agreement executed in February, 1997 between Stock Yards Bank & Trust company and Kathy C. Thompson. Exhibit 10.10 to the Annual Report on form 10-K for the year ended December 31, 1996 is incorporated by reference herein. 10.11* Senior Executive Severance Agreement, as amended, executed in February, 1997 between Stock Yards Bank & Trust Company and Nancy B. Davis. Exhibit 10.11 to the Annual Report on form 10-K for the year ended December 31, 1996 is incorporated by reference herein. 21** Subsidiaries of the Registrant. 23 Independent Auditors' Consent. 27** Financial Data Schedule. * Indicates matters related to executive compensation. ** Previously filed. Copies of the foregoing Exhibits will be furnished to others upon request and payment of Bancorp's reasonable expenses in furnishing the exhibits. (b) Reports on Form 8-K None (c) Exhibits The exhibits listed in response to Item 14(a) 3 are filed as a part of this report. (d) Financial Statement Schedules None 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. April 13, 1999 S.Y. BANCORP, INC. BY: /s/ David H. Brooks ------------------------------ David H. Brooks Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ David H. Brooks Chairman and Chief Executive Officer April 13, 1999 - ----------------------------- and Director (principal executive officer) David H. Brooks /s/ David P. Heintzman President and Director April 13, 1999 - ----------------------------- David P. Heintzman /s/ Nancy B. Davis Executive Vice President, Treasurer and April 13, 1999 - ----------------------------- Chief Financial Officer (principal finan- Nancy B. Davis cial and accounting officer) /s/ James E. Carrico Director April 13, 1999 - ----------------------------- James E. Carrico /s/ Jack M. Crowner Director April 13, 1999 - ----------------------------- Jack M. Crowner /s/ Charles R. Edinger, III Director April 13, 1999 - ----------------------------- Charles R. Edinger, III Director April 13, 1999 - ----------------------------- Carl T. Fischer, Jr. /s/ Stanley A. Gall Director April 13, 1999 - ----------------------------- Stanley A. Gall, M.D. /s/ Leonard Kaufman Director April 13, 1999 - ----------------------------- Leonard Kaufman /s/ George R. Keller Director April 13, 1999 - ----------------------------- George R. Keller 4 /s/ Bruce P. Madison Director April 13, 1999 - ----------------------------- Bruce P. Madison /s/ Henry A. Meyer Director April 13, 1999 - ----------------------------- Henry A. Meyer Director April 13, 1999 - ----------------------------- Norman Tasman /s/ Kathy C. Thompson Executive Vice President, Secretary April 13, 1999 - ----------------------------- and Director Kathy C. Thompson /s/ Bertrand A. Trompeter Director April 13, 1999 - ----------------------------- Bertrand A. Trompeter 5