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As filed with the Securities and Exchange Commission on June 28, 2000
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
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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: 0-25033
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
The Banc Corporation 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
The Banc Corporation
17 North Twentieth Street
Birmingham, Alabama 35203
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The Banc Corporation 401(k) Plan
Audited Financial Statements and Supplemental Schedule
December 31, 1999
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors......................................................................... 1
Audited Financial Statements
Statement of Net Assets Available for Benefits......................................................... 2
Statement of Changes in Net Assets Available for Benefits.............................................. 3
Notes to Financial Statements.......................................................................... 4
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year......................................... 9
</TABLE>
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Report of Independent Auditors
Plan Administrator
The Banc Corporation 401(k) Plan
We have audited the accompanying statement of net assets available for benefits
of The Banc Corporation 401(k) 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 are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. 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 its net assets available for benefits for
the year then ended, in conformity with accounting principles generally
accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes as of December 31, 1999, is presented for purpose
of additional analysis and is not a required part of the financial statements
but is 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. This supplemental schedule is the responsibility
of the Plan's management. The supplemental schedule has been subjected to the
auditing procedures applied in our audit of the financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
June 28, 2000
1
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The Banc Corporation 401(k) Plan
Statement of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999
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<S> <C>
ASSETS
Investments, at fair value................................... $ 3,682,834
Receivables:
Employer contributions.................................... 92,830
Transfer receivable....................................... 798,493
Investment income......................................... 94
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Total receivables............................................ 891,417
Net assets available for benefits............................ $ 4,574,251
===========
</TABLE>
See accompanying notes.
2
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The Banc Corporation 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
1999
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<S> <C>
ADDITIONS
Company contributions.............................................................. $ 93,641
Participant contributions.......................................................... 496,435
Interest and dividends............................................................. 2,914
Transfer-in........................................................................ 3,965,134
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4,558,124
DEDUCTIONS
Benefits paid to participants...................................................... 355,154
Administrative expenses............................................................ 4,787
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359,941
Net appreciation in fair value of investments......................................... 376,068
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Net increase.......................................................................... 4,574,251
Net assets available for benefits at beginning of year................................ --
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Net assets available for benefits at end of year...................................... $ 4,574,251
===========
</TABLE>
See accompanying notes.
3
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The Banc Corporation 401(k) Plan
Notes to Financial Statements
December 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of The Banc Corporation 401(k) Plan (the Plan) have
been prepared on the accrual basis of accounting.
INVESTMENT VALUATION
Investments in The Banc Corporation (the Company) common stock are stated at
the appraised value of the stock as determined by The Trust Company of Sterne,
Agee & Leach, Inc. (the Trustee). Cash and cash equivalents are stated at fair
value, which is approximated by cost. Investments in the pooled separate
accounts are stated at fair value based on participation units owned by the
Plan. Fair values of the participation units owned by the Plan in the pooled
separate accounts are based on quoted redemption values on the last business
day of the Plan year as determined by Manufacturer's Life Insurance Company
(the Custodian).
USE OF ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
2. DESCRIPTION OF THE PLAN
The following description of 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 contributory defined contribution plan which covers employees of
the Company who have completed one year of service with 1,000 or more hours and
have attained age 21. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
4
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The Banc Corporation 401(k) Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
At January 1, 1999, retirement plans maintained by affiliated banks of the
Company were merged into this Plan. The participants' account balances in the
affiliates' retirement plans were transferred into the Plan at the date of the
merger.
During the year, the Company acquired the assets of C&L Banking Corporation and
C&L Bank of Blountstown (C&L Banks). The C&L Bank's 401(k) Plan was merged into
the Plan with an effective date of September 30, 1999. Assets of approximately
$798,000 were transferred to the Trustee after year end.
CONTRIBUTIONS
Each year, participants may contribute up to 15% of pretax annual compensation,
as defined in the Plan. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution
plans. The Company may, at its discretion, match participants' contributions
each year up to a maximum of 6% of salary-deferred contributions. The Company
contributed $93,641 to the Plan in 1999.
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company contribution portion of their accounts plus
actual earnings thereon is based on years of continuous service. A participant
is 100 percent vested after five years of credited service.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan earnings, and is
charged with an allocation of administrative expenses. Allocations are based on
participant earnings or account balances, as defined. Forfeited balances of
terminated participants' nonvested accounts are allocated to the remaining
participants in accordance with the Plan agreement. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
5
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The Banc Corporation 401(k) Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT LOANS
Participants may borrow from their fund accounts up to a maximum equal to the
lesser of $50,000 or 50% of their vested account balance. Loan terms range from
1-5 years unless the loan is for the purchase of a primary residence. In such
case, the term of the loan shall be determined by the Company based on maturity
dates for similar loans in the local area. The loans are secured by the balance
in the participant's account and bear interest at a rate commensurate with
local prevailing rates as determined by the Plan administrator. Principal and
interest are paid ratably through monthly payroll deductions.
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. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
PAYMENT OF BENEFITS
Upon termination of service, death, disability, or retirement, a participant
may receive a lump-sum amount equal to the vested value of his or her account,
or periodic equal installments for a period not to exceed the joint and last
survivor life expectancy of the participant and the participant's beneficiary.
ADMINISTRATIVE EXPENSES
All administrative expenses of the Plan are paid by the Company, other than
custodial fees, which are paid by the Plan.
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The Banc Corporation 401(k) Plan
Notes to Financial Statements (continued)
3. INCOME TAX STATUS
The Plan has received an opinion letter from the Internal Revenue Service dated
November 8, 1994, stating that the written form of the underlying prototype
plan document is qualified under Section 401(a) of the Internal Revenue Code
(the Code), and that any employer adopting this form of the Plan will be
considered to have a plan qualified under Section 401(a) of the Code.
Therefore, the related trust is exempt from taxation. Once qualified, the Plan
is required to operate in conformity with the Code to maintain its
qualification. The Plan Administrator believes the Plan is being operated in
compliance with the applicable requirements of the Code and, therefore,
believes that the Plan is qualified and the related trust is tax exempt.
4. INVESTMENTS
During 1999, the Plan's investments (including investments bought, sold, as
well as held during the year) appreciated (depreciated) in fair value as
determined by quoted market prices as follows:
<TABLE>
<S> <C>
Common stock $ (52,527)
Pooled separate accounts 428,595
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$ 376,068
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</TABLE>
The fair value of individual investments that represent 5% or more of the
Plan's net assets at December 31, 1999 is as follows:
<TABLE>
<S> <C>
Manufacturer's Life Insurance Company:
Lifestyle Conservative Fund $ 424,136
Lifestyle Moderate Fund 352,167
Lifestyle Balanced Fund 1,292,863
Science & Technology Fund 191,672
Lifestyle Growth Fund 558,901
</TABLE>
7
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The Banc Corporation 401(k) Plan
Notes to Financial Statements (continued)
5. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<S> <C>
Net assets available for benefits per the financial statements $ 4,574,251
Less: Amounts allocated to withdrawn participants 206,302
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Net assets available for benefits per the Form 5500 $ 4,367,949
============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements $ 355,154
Add: Amounts allocated on Form 5500 to withdrawn participants at
December 31, 1999 206,302
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Benefits paid to participants per the Form 5500 $ 561,456
==========
</TABLE>
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end but not yet paid.
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The Banc Corporation 401(k) Plan
Plan Number: 001
Employer Identification Number: 63-1201350
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
(C) DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE, RATE OF
(B) IDENTITY OF ISSUE, BORROWER, INTEREST, COLLATERAL, PAR OR MATURITY (E) CURRENT
(A) LESSOR, OR SIMILAR PARTY VALUE VALUE
--- -------------------------------- ------------------------------------- -----------
<S> <C> <C> <C>
Cash and Cash Equivalents:
* Sterne, Agee and Leach Federated Preferred Obligation Fund $ 22,738
* Manufacturer's Life Insurance Co. Cash Account 140,857
Company common stock:
* The Banc Corporation Common stock 154,711
Pooled Separate Accounts:
* Manufacturer's Life Insurance Co. Money Market Fund 172,802
Lifestyle Conservative Fund 424,136
Lifestyle Moderate Fund 352,167
Lifestyle Balanced Fund 1,292,863
Lifestyle Growth Fund 558,901
Lifestyle Aggressive Fund 56,723
Short-term Government Fund 3,195
High-Quality Bond Fund 2,157
Income Fund 4,400
High Yield Fund 1,427
3-Year Guaranteed Account 1,050
5-Year Guaranteed Account 1,082
Diversified Capital Fund 288
Balanced Fund 2,941
Equity Fund 3,057
Growth & Income Fund 27,346
Value Fund 929
Mid-Cap Value Fund 17,140
Mid-Cap Equity Fund 25,907
Small-Cap Value Fund 932
Discovery Fund 15,755
Index Stock Fund 27,893
Socially Responsible Fund 11,453
</TABLE>
9
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The Banc Corporation 401(k) Plan
Plan Number: 001
Employer Identification Number: 63-1201350
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes at End of Year (continued)
December 31, 1999
<TABLE>
<CAPTION>
(C) DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE, RATE OF
(B) IDENTITY OF ISSUE, BORROWER, INTEREST, COLLATERAL, PAR OR MATURITY (E) CURRENT
(A) LESSOR, OR SIMILAR PARTY VALUE VALUE
--- --------------------------------- ------------------------------------- -----------
<S> <C> <C> <C>
* Manufacturer's Life Insurance Co. Capital Growth Stock Fund $ 2,247
Growth Plus Stock Fund 1,322
Selective Growth Fund 5,093
Growth Opportunities Fund 46,333
Large-Cap Equity Fund 28,215
Value Restrictive Fund 2,521
Contra Fund 5,051
Growth Fund 25,644
Foreign Fund 1,351
International Stock Fund 5,932
Mid-Cap Growth Fund 32,321
Small Company Fund 1,093
Aggressive Growth Fund 2,770
Emerging Growth Fund 3,915
Science & Technology Fund 191,672
Developing Markets Fund 4,504
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$ 3,682,834
Total investments ===========
</TABLE>
*Party-in-interest
Column (d) has not been presented as this information is not applicable.
10
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the Administrator of The Banc Corporation 401(k) Plan has duly caused this
Annual Report to be signed on its behalf by the undersigned duly authorized
officer.
THE BANC CORPORATION 401(K) PLAN
/s/ Sandra J. Reynolds
--------------------------------
Sandra J. Reynolds
Administrator
Dated: June 28, 2000
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EXHIBIT INDEX
Exhibit No. Exhibit
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23 Consent of Ernst & Young LLP.
