<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 11-K
___________________
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
Frontier National Corporation KSOP Plan
43 North Broadway
Sylacauga, Alabama 35150
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
Frontier National Corporation
43 North Broadway
Sylacauga, Alabama 35150
<PAGE>
FRONTIER NATIONAL CORPORATION
KSOP PLAN
Financial Statements and Schedules
December 31, 1999
CONTENTS
--------
<TABLE>
<S> <C>
Independent Auditors' Report............................................... 3
Financial Statements
Statement of Net Assets Available for Benefits as of December 31, 1999.... 4
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1999............................................ 5
Notes to Financial Statements............................................. 6
Supplemental Schedules
Schedule of Assets Held for Investment Purposes as of December 31, 1999... 11
Schedule of Reportable Transactions for the Year Ended December 31, 1999.. 14
</TABLE>
2
<PAGE>
Schauer, Taylor, Cox, Vise & Morgan, P.C.
Certified Public Accountants and Consultants
150 Olde Towne Road
Birmingham, Alabama 35216
<TABLE>
<S> <C> <C>
Douglas B. Schauer, CPA Telephone - 205.822.3488 Steven W. Brown, CPA
Edward R. Taylor, CPA Wats - 800.466.3488 M. Bryant King, CPA
W. Ernest Cox, CPA Fax - 205.822.3541 or 205.822.0645 Raymond A. Patton, CPA
Donald G. Vise, CPA Email - [email protected] Russell D. Payne, CPA
Phillip D. Morgan, CPA
</TABLE>
INDEPENDENT AUDITORS' REPORT
Administrative Committee
Frontier National Corporation KSOP Plan
We have audited the accompanying statement of net assets available for benefits
of Frontier National Corporation KSOP Plan (the "Plan") as of December 31, 1999
and the related statement of changes in net assets available for benefits for
the year then ended. These financial statements and schedules referred to below
are the responsibility of the Plan administrator. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit 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 audit provides 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 at
December 31, 1999, and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements of the Plan taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
purposes of additional analysis and for complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 and are not a required part of the basic financial
statements. 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.
Birmingham, Alabama
October 6, 2000
/s/ Schauer, Taylor, Cox, Vise & Morgan, P. C.
Schauer, Taylor, Cox, Vise & Morgan, P. C.
Member of American Institute of Certified Public Accountants, SEC Practice
Section and Alabama Society of Certified Public Accountants
3
<PAGE>
FRONTIER NATIONAL CORPORATION
KSOP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999
<TABLE>
<CAPTION>
Assets
<S> <C>
Investments at Fair Value
Cash and money market funds............................... $ 446,023
Mutual funds.............................................. 1,424,416
Sponsor company common stock.............................. 329,059
----------
Total Investments at Fair Value.......................... 2,199,498
----------
Receivables
Contribution receivable - employer........................ 30,338
Accrued income............................................ 118
----------
Total Receivables........................................ 30,456
----------
Total Assets............................................. 2,229,954
Liabilities
Benefit claim payable..................................... 8,157
----------
Net Assets Available for Benefits $2,221,797
==========
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE>
FRONTIER NATIONAL CORPORATION
KSOP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 1999
<TABLE>
<S> <C>
Additions To Net Assets Attributed To:
Investment Income
Unrealized appreciation of investments....................... $ 193,181
Net loss on sale of investments.............................. (2,420)
Capital gain distributions................................... 114,040
Interest..................................................... 39,111
Dividends.................................................... 2,691
----------
Total Investment Income..................................... 346,603
Contributions
Employer contributions....................................... 154,593
Employee contributions....................................... 209,612
Transfers from merged plans.................................. 2,134,861
----------
Total Contributions......................................... 2,499,066
----------
Total Additions............................................. 2,845,669
----------
Deductions from Net Assets Attributed To:
Plan benefit payments........................................ 610,258
Trustee fees................................................. 13,614
----------
Total Deductions............................................ 623,872
----------
Net Increase................................................... 2,221,797
Net Assets Available for Benefits - Beginning of Year.......... --
----------
Net Assets Available for Benefits - End of Year................ $2,221,797
==========
</TABLE>
The accompanying notes are an integral part of these statements
5
<PAGE>
FRONTIER NATIONAL CORPORATION
KSOP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
Note 1 - Establishment of the Plan
The Frontier National Corporation KSOP Plan (the "Plan") was established and
effective on January 1, 1999 (the effective date). The Plan consists of the
merging of the Valley National Bank 401(k) Profit Sharing Plan and Trust, First
National-America's Bank Profit Sharing Retirement Plan and Trust, and First
National-America's Bank 401(k) Plan and Trust. The merged plans are those of
wholly-owned subsidiaries of Frontier National Corporation (the "Company").
Note 2 - Description of the Plan
The following description of the Frontier National Corporation KSOP 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 defined contribution 401(k) Employee Stock Ownership
-------
Plan established to provide benefits to the eligible employees of Frontier
National Corporation and it's subsidiaries. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Participation - Any employee is entitled to participate on January 1 or July 1
-------------
of a plan year following completion of one year of service (1,000 hours).
Participation in the Plan is voluntary.
Contributions - Participant's may contribute between 1% and 15% of compensation
-------------
subject to limitations set forth by the Plan. Investment of employee
contributions in the various funds is at the employee's discretion. The Company
will make a matching contribution equal to 25% of the first 4% of deferred
compensation invested in non-Company securities. For elective deferrals invested
in Company securities, the Company will match the employee deferral with 75% of
the first 15% of deferred compensation.
The Company may also make discretionary employer contributions. These are
allocated among all participants pro rata based on compensation.
To be eligible to receive allocations of both employer matching and employer
discretionary contributions, the participant must have completed at least 1,000
hours of service in the Plan year and be employed by the Company on the last day
of the Plan year.
Allocation of Benefits - Employer matching contributions and forfeitures are
----------------------
allocated to eligible participants accounts based upon the ratio of eligible
participant's compensation for the year to
6
<PAGE>
FRONTIER NATIONAL CORPORATION
KSOP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
Note 2 - Description of the Plan - Continued
total compensation of all eligible Plan members for the year. Investment income
and any gain or loss within each pool is allocated to each participant's account
based on each participant's pro-rata share of such pool, valued as of the
immediately preceding allocation date (last day of each calendar quarter). As of
each Plan anniversary date (last day of the Plan year), discretionary employer
contributions shall be allocated to the accounts of participants who have
completed one thousand hours of service with the employer during the Plan year
for which the contribution is made and is employed by the employer on the
anniversary date of such Plan year. Discretionary employer contributions are
allocated in the proportion that the compensation of each eligible participant
bears to the compensation of all eligible participants.
Vesting - Participants are immediately fully vested in their contributions plus
-------
earnings thereon. Upon a participant's attainment of normal retirement age (65),
death or permanent disability or the 5/th/ anniversary of the time the
participant commenced participation in the Plan, the participant will become
100% vested. In the event a participant terminates employment, vesting in the
employer's contribution is based on years of credited service as follows:
Years of Vested
Credited Service Percentage
---------------- ----------
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 100%
Benefit Payments - It is the normal practice of the Company to make benefit
----------------
distributions as soon as administratively possible following the end of the
quarter during which participants separate from service. If a participant's
Vested Accrued Benefit exceeds $5,000, (or has ever exceeded $5,000 at the time
of any prior distribution), and such benefit is immediately distributable, such
benefit will not be distributed without the written consent of the Participant.
It is required that unless a participant elects otherwise, benefit distributions
are made in a lump sum not later than 60 days following the end of the Plan year
following the later of the participant's 65/th/ birthday, the 10/th/ anniversary
of the date on which participation commenced or the termination of employment.
In the event of the death of a participant prior to distribution, benefits will
be paid to a designated beneficiary in a lump sum. Distributions in the form of
employer securities are subject to the employers right of first refusal upon
future sale. The Plan also provides for withdrawals due to financial hardship.
7
<PAGE>
FRONTIER NATIONAL CORPORATION
KSOP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
Note 2 - Description of the Plan - Continued
Plan Termination - Although it has not expressed any intention to do so, the
----------------
Company may wholly or partially terminate the Plan or direct the discontinuance
of contributions at any time, subject to the provisions of ERISA.
Stock Split - On May 21, 1999, the Company effected a three-for-two stock split
-----------
to shareholders of record on April 20, 1999.
Investment Options - Upon enrollment in the Plan, a participant may direct
------------------
contributions to portfolios and sponsor stock. The portfolios consist of the
following:
Aggressive Equity Portfolio
Growth Portfolio
Balanced Portfolio
Growth & Income Portfolio
Fixed Income Portfolio
The portfolios invest in the following mutual funds:
Accessor International Equity Portfolio
Accessor Small to Mid Cap Portfolio
Accessor Value & Income Portfolio
Accessor Growth Portfolio
Accessor Mortgage Securities Portfolio
Accessor Short-Intermediate Fixed-Income Portfolio
Accessor Intermediate Fixed-Income Portfolio
Federated Prime Cash Obligations Fund
Federated Treasury Obligations Fund
Investments were merged into the Plan on January 1, 1999. First National-
America's Bank maintained a profit sharing plan invested in certificates of
deposit and a 401(k) Plan invested Kemper Fund. The account balances transferred
into the Plan during 1999, totaled $483,499 and $849,619, respectively. These
two investment options were not available in 1999 for employee deferrals and
employer contributions. In addition, Valley National Bank maintained a 401(k)
Plan invested with Smith Barney. Account balances totaling $801,743 were
transferred into the Plan in 1999.
Voting Rights - All voting rights on shares of Company stock held in the Plan
-------------
shall be exercised by the trustee as directed by the Compensation Committee of
the Company.
8
<PAGE>
FRONTIER NATIONAL CORPORATION
KSOP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
Note 3 - Summary of Significant Accounting Policies
Basis of Accounting - The accompanying financial statements and schedules of the
-------------------
Plan have been prepared on the accrual basis of accounting.
Use of Estimates - The preparation of financial statements in conformity with
----------------
generally accepted accounting principles and the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 requires management of the Plan to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of income and expense
during the reporting period. Actual results could differ from those estimates.
Administrative expenses - Administrative expenses not paid from Plan assets are
-----------------------
paid by the Company.
Investments - The Plan's investments are stated at fair value. Securities traded
-----------
on the national securities exchange are valued at the last reported sales price
on the last business day of the Plan year. Investments traded in the over-the-
counter market and listed securities for which no sale was reported on that date
are valued at the last reported bid price.
Tax Status - To date, the Plan has not received a determination letter from the
----------
Internal Revenue Service. However, the Plan administrator and the Plan's tax
counsel believe the Plan is designed to qualify as tax exempt under Section
401(a) of the Internal Revenue Code.
Note 4 - New Accounting Literature
Statement of Position 99-3 - The Accounting Standards Executive Committee issued
--------------------------
Statement of Position ("SOP") 99-3, Accounting For and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters, which
eliminates the requirement for a defined contribution plan to disclose
participant directed investment programs. The statement was adopted for the 1999
financial statements.
Note 5 - Party-in-Interest Transaction
The Company, through its two subsidiary banks holds participant certificates of
deposits totaling $415,732 at December 31, 1999.
At December 31, 1999, the Plan held an investment in the Company's common stock
valued at $329,059. During 1999, the Plan received $2,691 in dividends and had
recognized appreciation of $7,022.
9
<PAGE>
SUPPLEMENTAL SCHEDULES
10
<PAGE>
FRONTIER NATIONAL CORPORATION
KSOP PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999
Form 5500, Schedule H, Item 4(i)
Sponsor EIN 72-1355228, Plan Number 001
<TABLE>
<CAPTION>
(a), (b) (e)
Identity of Issue and (c) (d) Current
Asset Description Description Cost Value
--------------------------------- --------------- -------- -----------
<S> <C> <C> <C>
Mutual Funds:
Federated Treasury and Prime Cash
Obligations Funds 30,290 shares N/A ** $ 30,290
Accessor International
Equity Portfolio Investor
Class Shares 2,632 shares N/A ** 56,132
Accessor Small to Mid
Cap Portfolio Investor
Class Shares 3,429 shares N/A ** 93,122
Accessor Value and Income
Portfolio Investor Class Shares 2,834 shares N/A ** 58,674
Accessor Growth Portfolio
Investor Class 1,897 shares N/A ** 66,039
Accessor Mortgage Securities
Portfolio Investor Class Shares 4,729 shares N/A ** 56,654
Accessor Intermediate Fixed
Income Portfolio Investor
Class Shares 5,443 shares N/A ** 61,501
Accessor Short-Intermediate
Fixed Income Portfolio Investor
Class Shares 2,044 shares N/A ** 24,185
Kemper Tech - B 877 shares N/A ** 22,715
Kemper Total Return - B 3,033 shares N/A ** 34,763
Kemper Growth - B 53,272 shares N/A ** 910,946
Kemper Small Cap Equity - B 1,814 shares N/A ** 12,822
Kemper High Yield - B 600 shares N/A ** 4,299
Kemper Strat In - B 179 shares N/A ** 940
Kemper New Europe - B 352 shares N/A ** 5,967
</TABLE>
11
<PAGE>
FRONTIER NATIONAL CORPORATION
KSOP PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - CONTINUED
December 31, 1999
Form 5500, Schedule H, Item 4(i)
Sponsor EIN 72-1355228, Plan Number 001
<TABLE>
<CAPTION>
(a), (b) (e)
Identity of Issue and (c) (d) Current
Asset Description Description Cost Value
--------------------------------- --------------- -------- -----------
<S> <C> <C> <C>
Mutual Funds - Continued:
Kemper Stus Govt. - B 243 shares N/A ** $ 1,944
Kemper Blue Chip - B 423 shares N/A ** 9,212
Kemper Aggr. Growth - B 209 shares N/A ** 4,176
Kemper Cash Reserve - B 173 shares N/A ** 173
Kemper High Return - B 6 shares N/A ** 153
Certificates of Deposits:
* Frontier National Bank-Sylacauga Certificate of
Deposit, 4.91%
due 07/26/04 N/A ** 3,083
* Frontier National Bank-Sylacauga Certificate of
Deposit, 5.29%
due 11/23/04 N/A ** 712
* Frontier National Bank-Sylacauga Certificate of
Deposit, 5.29%
due 02/16/05 N/A ** 7,466
* Frontier National Bank-Sylacauga Certificate of
Deposit, 5.65%
due 10/06/00 N/A ** 1,029
* Frontier National Bank-Sylacauga Certificate of
Deposit, 5.65%
due 12/20/00 N/A ** 29,143
* Frontier National Bank-Sylacauga Certificate of
Deposit, 5.60%
due 12/29/00 N/A ** 77,842
* Frontier National Bank-Sylacauga Certificate of
Deposit, 5.40%
due 09/11/01 N/A ** 4,165
* Frontier National Bank-Sylacauga Certificate of
Deposit, 5.40%
due 01/01/02 N/A ** 4,594
</TABLE>
12
<PAGE>
FRONTIER NATIONAL CORPORATION
KSOP PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - CONTINUED
December 31, 1999
Form 5500, Schedule H, Item 4(i)
Sponsor EIN 72-1355228, Plan Number 001
<TABLE>
<CAPTION>
(a), (b) (e)
Identity of Issue and (c) (d) Current
Asset Description Description Cost Value
--------------------------------- --------------- -------- ----------
<S> <C> <C> <C>
Certificates of Deposits - Continued:
* Frontier National Bank-Sylacauga Certificate of
Deposit, 6.25%
due 06/17/02 N/A ** $ 54,445
* Frontier National Bank-Sylacauga Certificate of
Deposit, 6.25%
due 12/11/02 N/A ** 52,392
* Frontier National Bank-Sylacauga Certificate of
Deposit, 6.25%
due 12/15/02 N/A ** 19,465
* Frontier National Bank-Sylacauga Certificate of
Deposit, 5.87%
due 02/05/03 N/A ** 1,298
* Frontier National Bank-Sylacauga Certificate of
Deposit, 5.20%
due 12/16/03 N/A ** 11,142
* Frontier National Bank-Sylacauga Certificate of
Deposit, 5.20%
due 12/19/03 N/A ** 144,669
* Frontier National Bank-Sylacauga Certificate of
Deposit, 5.40%
due 07/26/01 N/A ** 4,287
Common Stock:
* Frontier National CD Cpn.
Common Stock 21,071 shares N/A ** 329,059
----------
$2,199,498
==========
</TABLE>
* Indicates a party-in-interest
** Cost information has been omitted for participant directed investments
13
<PAGE>
FRONTIER NATIONAL CORPORATION
KSOP PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1999
Form 5500, Schedule H, Item 4(j)
Sponsor EIN 72-1355228, Plan Number 001
<TABLE>
<CAPTION>
(h)
(a), (b) Current
Identity of Value of
Issue and (c) (d) (g) Asset on (i)
Asset Purchase Selling Cost Transaction Gain
Description Price Price of Asset Date (Loss)
--------------------------------- ----------- ----------- ----------- ----------- ------
<S> <C> <C> <C> <C> <C>
Federated Prime
Obligations Fund $2,747,765 $ -- $2,747,765 $2,747,765 $ --
Federated Prime
Obligations Fund -- 2,721,098 2,721,098 2,721,098 --
Accessor International
Equity Portfolio Investor
Class Shares 78,373 -- 78,373 78,373 --
Accessor International
Equity Portfolio Investor
Class Shares -- 29,490 30,018 29,490 (528)
Accessor Small to Mid
Cap Portfolio Investor
Class Shares 83,817 -- 83,817 83,817 --
Accessor Small to Mid
Cap Portfolio Investor
Class Shares -- 257 243 258 14
Accessor Value and Income
Portfolio Investor Class Shares 64,833 -- 64,833 64,833 --
Accessor Value and Income
Portfolio Investor Class Shares -- 206 211 206 (5)
Accessor Growth Portfolio
Investor Class 61,704 -- 61,704 61,704 --
Accessor Growth Portfolio
Investor Class -- 5,259 5,132 5,259 127
Accessor Mortgage Securities
Portfolio Investor Class Shares 89,135 -- 89,135 89,135 --
Accessor Mortgage Securities
Portfolio Investor Class Shares -- 30,233 30,592 30,233 (359)
</TABLE>
14
<PAGE>
FRONTIER NATIONAL CORPORATION
KSOP PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS - CONTINUED
Year Ended December 31, 1999
Form 5500, Schedule H, Item 4(j)
Sponsor EIN 72-1355228, Plan Number 001
<TABLE>
<CAPTION>
(h)
(a), (b) Current
Identity of Value of
Issue and (c) (d) (g) Asset on (i)
Asset Purchase Selling Cost Transaction Gain
Description Price Price of Asset Date (Loss)
--------------------------------- --------- --------- --------- ------------ ------
<S> <C> <C> <C> <C> <C>
Accessor Intermediate Fixed
Income Portfolio Investor
Class Shares $ 116,258 $ -- $ 116,258 $ 116,258 $ --
Accessor Intermediate Fixed
Income Portfolio Investor
Class Shares -- 51,197 51,637 51,197 (440)
Accessor Short-Intermediate
Fixed Income Portfolio Investor
Class Shares 111,345 -- 111,345 111,345 --
Accessor Short-Intermediate
Fixed Income Portfolio Investor
Class Shares -- 85,849 86,562 85,849 (713)
Federated Treasury
Obligations Fund 189,349 -- 189,349 189,349 --
Federated Treasury
Obligations Fund -- 185,090 185,090 185,090 --
Frontier National Corporation
Common Stock 252,498 -- 252,498 252,498 --
Frontier National Corporation
Common Stock -- 9,659 10,175 10,176 (516)
Frontier National CD's 15,422 -- 15,422 15,422 --
Frontier National CD's -- 6,441 6,441 6,441 --
</TABLE>
15
<PAGE>
REQUIRED INFORMATION
Financial Statements
4. In lieu of the requirements of Items 1 - 3, audited financial statements and
schedules prepared in accordance with the requirements of ERISA for the
Plan's fiscal year ended December 31, 1999, are presented on pages 2 through
15.
Exhibits
23 Consent of Schauer, Taylor, Cox, Vise & Morgan, P.C.
16
<PAGE>
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.
FRONTIER NATIONAL CORPORATION
KSOP PLAN
Date: October 27, 2000 By: /s/ Steven R. Townson
------------------ -------------------------------------
President, Chief Executive Officer
and Vice-Chairman of the Board
17
