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 fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 2-97669
Full title of the Plan:
Continental Employees
Savings Incentive Plan and Trust
Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Continental Bank Corporation
231 South LaSalle Street
Chicago, Illinois 60697
<PAGE>
<PAGE>
Page No.
Report of Independent Accountants 1
Statement of Net Assets Available
for Plan Benefits 2
Statement of Changes in Net Assets
Available for Plan Benefits 3
Notes to Financial Statements 4-8
Supplemental Schedules:
I. Schedule of Assets Held for
Investment 9-10
II. Allocation of Plan Assets and
Liabilities - December 31, 1993 11-12
III. Allocation of Plan Assets and
Liabilities - December 31, 1992 13-14
IV. Allocation of Plan Income and
Changes in Net Assets 15-16
Signature 17
<PAGE>
<PAGE> 1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and
Administrative Committee of
the Continental Employees Savings
Incentive Plan and Trust
In our opinion, the accompanying statement of net assets
available for plan benefits and the related statement of changes
in net assets available for plan benefits present fairly, in all
material respects, the financial position of the Continental
Employees Savings Incentive Plan and Trust at December 31, 1993
and 1992, and the results of its operations and the changes in
its net assets for the year ended December 31, 1993, in
conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan's
Administrative Committee; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with
generally accepted auditing standards which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed
above.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information included in Schedules I through IV is presented for
purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected
to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
PRICE WATERHOUSE
Chicago, Illinois
June 10, 1994
<PAGE>
<PAGE> 2
<TABLE>
CONTINENTAL EMPLOYEES
SAVINGS INCENTIVE PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<CAPTION>
December 31,
1993 1992
<S> <C> <C>
Assets
Investments:
Common stock:
Continental Bank Corporation $ 13,026,823 $ 8,909,241
Other equity securities 51,713 65,422
Bonds and notes:
U.S. Government 3,799,490 2,090,160
U.S. Government sponsored 4,032,071 4,251,657
Corporate 4,230,118 5,244,824
Collective investment funds 60,810,591 47,540,864
Guaranteed investment contracts 41,134,488 41,405,251
Loans to participants 9,497,000 8,456,000
Total investments 136,582,294 117,963,419
Receivables:
Accrued interest income 168,768 160,225
Total receivables 168,768 160,225
Total assets 136,751,062 118,123,644
Liabilities and Net Assets
Accounts payable 74,000 29,000
Unsettled investment purchases -- 174,555
Total liabilities 74,000 203,555
Net assets available for Plan
benefits $136,677,062 $117,920,089
<FN>
The accompanying notes are an integral part of these
statements.
/TABLE
<PAGE>
<PAGE> 3
<TABLE>
CONTINENTAL EMPLOYEES
SAVINGS INCENTIVE PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
<CAPTION>
Year ended
December 31,
1993
<S> <C>
Investment income:
Interest $ 4,957,057
Dividends 284,692
Other 27,357
Total investment income 5,269,106
Employer contributions 2,963,551
Employee contributions 10,193,303
18,425,960
Withdrawals paid to participants (6,909,148)
Transfers to successor trustee account (382,367)
Other disbursements (834)
(7,292,349)
Net realized losses from
sale of investments (300,470)
Net change in unrealized gains or
losses on investments 7,923,832
Net gain on investments 7,623,362
Net increase 18,756,973
Net assets available for
Plan benefits at
beginning of year 117,920,089
Net assets available for
Plan benefits at
end of year $136,677,062
<FN>
The accompanying notes are an integral part of these
statements.
</TABLE>
<PAGE>
<PAGE> 4
CONTINENTAL EMPLOYEES
SAVINGS INCENTIVE PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES:
Investments are stated at market value, except for investments in
contracts held with insurance companies which are stated at
contract value, and loans to participants which are stated at
cost. Contract value is cost plus accrued investment income.
Securities that are traded on a national exchange are valued at
the last reported sale price on the last business day of the
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 average of the last reported bid and ask prices.
The market value of the units in collective investment funds is
based upon quoted redemption values on the last business day of
the calendar year.
Realized gains or losses represent the differences between the
proceeds received and the market value at the beginning of the
year (or purchase price if acquired during the year) of
investments sold, net of brokerage commissions. The change in
market value during the year is reflected in the Statement of
Changes in Net Assets Available for Plan Benefits as the net
change in unrealized gains or losses on investments. All income
earned on collective investment funds, except for Continental's
Short-Term Investment Funds, is classified as unrealized or
realized gains or losses in the Statement of Changes in Net
Assets Available for Plan Benefits.
NOTE B - DESCRIPTION OF THE PLAN:
The Continental Employees Savings Incentive Plan and Trust (the
Plan) covers substantially all full-time and part-time salaried
employees of Continental Bank Corporation (the Company) and its
subsidiaries and affiliates. All employees are eligible to
contribute to the Plan on an unmatched basis beginning the quarter
after their hire date. Matching contributions by the Company begin
the first quarter after the employee completes one year of service.
Under the Plan, each participating employee may defer up to 4% of
his or her base salary on a pre-tax basis, by directing the
Company to contribute to the Plan an amount equal to such
deferral. The Company makes a matching contribution of 50% of
this amount. The Board of Directors of the Company, at its
discretion, may also authorize an additional matching
contribution of up to 150% of the participants' contributions.
No such contribution was authorized in 1993.
<PAGE> 5
Any participating employee who elects to defer the full 4% of his
or her base salary may also contribute additional amounts not
exceeding 11% of base salary for a maximum pre-tax contribution
of 15%. Those employees designated as highly compensated according
to Internal Revenue Service regulations were restricted to a
maximum contribution of 10% until July 31, 1993, 7% from
August 1, 1993 to October 31, 1993, and 4% effective
November 1, 1993 in order for the Plan to pass the discrimination
test. The maximum allowable contribution by a participating
employee was $8,994 for 1993. Salary deferrals and contributions
under the Plan are held, invested, and disbursed by the Plan
trustee.
A participant's interest in the Company's contribution vests
immediately. Each participating employee may allocate both
current account balances and future contributions, monthly, in 1%
increments to the investment fund or funds selected and described
below. In addition, participants who have voluntarily suspended
contributions are able to re-enroll on a monthly basis.
Interest Income Fund: The assets of the Interest Income Fund are
invested primarily in guaranteed investment contracts issued by
insurance companies, but may also be invested in bank investment
contracts and other interest-bearing investments. This fund is
intended to provide a rate of return that is higher than
certificates of deposit and money-market investments. On
December 31, 1993, approximately 3,333 employees participated in
this fund.
Intermediate Bond Fund: The assets of the Intermediate Bond Fund
may be invested in bonds, notes, interest-rate futures and other
securities, and real estate investments that have a fixed income
return. The Intermediate Bond Fund is designed to meet
intermediate-term savings or investment objectives. On
December 31, 1993, approximately 2,103 employees participated in
this fund.
International Equity Index Fund: The assets of the International
Equity Index Fund are invested in 18 Morgan Stanley Capital
International (MSCI) country funds and are managed to closely
track the returns of the MSCI Europe, Asia, and Far East Index.
The investment objective of this fund is to provide long-term
capital appreciation. On December 31, 1993, approximately 1,472
employees participated in this fund.
S&P Midcap Index Fund: The assets of the S&P Midcap Index Fund are
invested in the equity securities of 400 middle-market companies
not included in the Standard and Poor's (S&P) 500 and are managed
to closely track the performance of the S&P Midcap Index. The
investment objective of the fund is to provide long-term capital
appreciation. On December 31, 1993, approximately 1,845 employees
participated in this fund.
<PAGE> 6
S&P 500 Index Fund: The assets of the S&P 500 Index Fund are
invested in a widely diversified portfolio of common stocks
intended to follow the performance of the S&P 500 Composite Stock
Price Index. The investment objective of the fund is to provide
long-term growth. On December 31, 1993, approximately 2,357
employees participated in the S&P 500 Index Fund.
Continental Bank Corporation Common Stock Fund: The assets of the
Continental Bank Corporation Common Stock Fund may be invested in
shares of the Company's common stock or any other security that is
a "qualifying employer security," as defined under the Employee
Retirement Income Security Act of 1974. At present, except for
short-term cash investments prior to stock purchases, the fund is
invested in the Company's common stock, which may be purchased on
the open market, in private transactions with holders, or directly
from the Company. Employees investing in this fund do not own any
Company common stock directly, but instead own a proportionate
share of the fund. On December 31, 1993, approximately 1,995
employees participated in this fund.
For each of the funds described above, purchased assets may take
the form of interests in collective investment trusts or similar
pooled funds, including units in various collective investment
funds of the Continental Investment Trust for Employee Benefit
Plans maintained by Continental Bank N.A., a wholly-owned
subsidiary of the Company, for the collective investment of
qualified employee benefit plans.
Vested amounts of a participating employee under the Plan are
payable upon termination of employment. Under certain limited
circumstances, the Plan provides for withdrawals, limited to the
participating employee's salary deferrals, prior to termination of
employment and for interest-bearing loans. With certain exceptions,
there is a 10% penalty, payable in addition to ordinary income
taxes, on all early withdrawals and distributions from the Plan.
The Unemployment Compensation Amendments Act of 1992 requires that,
effective January 1, 1993, taxable distributions from qualified
plans are subject to 20% withholding, unless the participant has
the Plan rollover the distribution directly into an Individual
Retirement Account or other eligible retirement plan.
Administrative Expenses
All administrative expenses associated with the Plan are paid by
the Plan sponsor (the Company).
<PAGE> 7
NOTE C - INCOME TAX STATUS
As a qualified plan under the applicable sections of the Internal
Revenue Code, the Plan is exempt from federal income taxes. In
addition, contributions made by the Company, as well as
participating employees' pre-tax contributions and all investment
earnings, are not taxable income to the participating employees
until distribution or hardship withdrawal. In general, if a
participating employee receives distributions or hardship
withdrawals from his or her account, the value of what such
participating employee receives, offset by the excludable ratio
of after-tax contributions made prior to 1987 (up to the amount
not used previously as an offset against such distributions or
hardship withdrawals), will be taxable as ordinary income. Under
certain circumstances, a lump sum distribution may be taxed under
special income averaging rules. In addition, taxation may be
deferred if a distribution is transferred to certain other types
of qualified retirement plans.
The Tax Reform Act of 1986 made numerous changes in the taxation
of withdrawals and distributions to employees. Effective for
distributions made after 1986, favorable treatment of lump sum
distributions is limited to a one-time election of 5-year forward
averaging and only after the individual attains age 59 1/2.
Certain other transitional rules exist for those who attained age
50 before 1986. The 10% early withdrawal penalty applies, with
certain limited exceptions, to all pre-age 59 1/2 distributions
from any qualified plan.
NOTE D - BENEFITS PAYABLE TO PARTICIPANTS
On December 31, 1993 and 1992, benefit obligations of $644,000,
and $2,027,000, respectively, were payable to participants. For
financial statements, these amounts are included in net assets
available for plan benefits. This presentation of payables to
participants results in a difference in the net assets available
for plan benefits and the changes in net assets available for
plan benefits between these financial statements and the related
amounts in the Annual Return/Report of Employee Benefit Plan on
Form 5500.
<PAGE> 8
<TABLE>
Benefit obligations payable to participants by fund were:
<CAPTION>
($ in thousands) 1993 1992
<S> <C> <C>
Interest Income Fund $248 $1,262
Intermediate Bond Fund 93 209
International Equity Index Fund 73 43
S&P Midcap Index Fund 71 101
S&P 500 Index Fund 133 335
Company Common Stock Fund 26 77
Total $644 $2,027
</TABLE>
NOTE E - TRANSFER TO SUCCESSOR TRUSTEE
In 1993, the Company outsourced a portion of its internal audit
services and certain Company employees transferred to the firm
providing such services. In connection therewith, $382,367
representing the value of the transferred employees' investments
was transferred from the Plan to a successor trustee account.<PAGE>
<PAGE> 9
<TABLE>
SCHEDULE I
(1 of 2)
CONTINENTAL EMPLOYEES
SAVINGS INCENTIVE PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
<CAPTION>
Per share Number
or unit of shares Market
Description value or units Cost value (a)
<S> <C> <C> <C> <C>
Investments carried at market value:
Common stock:
Continental Bank Corporation $ 26.38 493,908 $ 8,571,589 $ 13,026,823
Other equity securities:
New Court Partners Ltd. 51,713.00 1 58,980 51,713
Bonds and notes:
U.S. Treas Nts, 8.00%, 05/15/2001 1.14 750,000 847,344 857,693
U.S. Treas Nts, 6.25%, 02/15/2003 1.03 750,000 780,820 775,080
U.S. Treas Nts, 6.375%, 08/15/2002 1.04 750,000 748,594 782,227
U.S. Treas Nts, 7.875%, 07/15/1996 1.08 500,000 516,094 540,860
U.S. Treas Nts, 8.625%, 08/15/1997 1.12 750,000 843,945 843,630
Total U.S. Government 3,736,797 3,799,490
Fed. Home Ln Mtg Gold, 9.00%, 02/15/2004 1.04 312,162 307,252 324,336
Fed. Home Ln Mtg Gold, 7.10%, 06/15/2017 1.03 558,000 529,751 572,207
Fed. Home Ln Mtg Gold, 6.50%, 12/15/2019 1.02 500,000 515,000 508,335
FHLMC - GNMA ARMs, 0.01%, 11/25/2023 0.16 2,994,953 495,188 475,449
FHLMC Partn CTF Grp, 6.50%, 07/01/2003 1.02 241,898 231,012 245,678
Federal Natl Mtg Assn, 8.50%, 12/25/2014 1.01 153,452 149,567 154,811
Federal Natl Mtg Assn, 8.25%, 03/25/2004 1.05 250,000 233,867 262,180
Federal Natl Mtg Assn, 7.00%, 01/25/2021 1.02 500,000 447,968 511,050
Federal Natl Mtg Assn, 7.00%, 04/25/2019 1.03 250,000 256,328 256,485
Federal Natl Mtg Assn, 7.0%, 12/25/2020 1.03 250,000 250,000 256,345
Federal Natl Mtg Assn, 11/25/2023 0.85 246,912 213,295 209,875
Federal Natl Mtg Assn, ARMs, 3/25/2023 0.96 267,351 253,482 255,320
Total U.S. Govt sponsored 3,882,710 4,032,071
AFC Home Equity Ln, 7.75%, 11/15/2006 1.06 275,406 274,588 290,751
American Southwest Finl, 8.90%, 03/01/2018 1.06 500,000 496,563 531,975
Assoc Corp North Amer, 8.85%, 02/21/1997 1.11 500,000 522,350 554,550
Beneficial Corp Mtn B/E, 9.15%, 06/29/1999 1.15 250,000 250,577 287,995
Chemical Bk Grantor Tr, 9.10%, 10/17/1994 1.01 111,988 112,916 113,423
General Mtrs Accep Corp, 8.88%, 06/01/2010 1.16 500,000 561,005 580,000
MDC Mtg Fdg Corp, 8.85%, 03/20/2018 1.05 244,171 242,568 256,634
P-B CMO Tr 5, 8.25%, 10/01/2018 1.03 500,000 466,643 515,255
Signet Cr Card Tr, 9.00%, 10/15/1995 1.06 500,000 507,893 529,370
Philip Morris, 8.75%, 06/01/2001 1.14 500,000 551,085 570,165
Total corporate 3,986,188 4,230,118
Total bonds and notes 11,605,695 12,061,679
</TABLE>
<PAGE> 10
<TABLE>
SCHEDULE I
(2 of 2)
CONTINENTAL EMPLOYEES
SAVINGS INCENTIVE PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
<CAPTION>
Per share Number
or unit of shares Market
Description value or units Cost value (a)
<S> <C> <C> <C> <C>
Collective investment funds:
231 Prime Trust Fund - Master Trust Sweep $ 1.00 3,951,621 $ 3,951,621 $ 3,951,621
Continental Guaranteed Investment Contract Fund 14.75 770,019 9,553,368 11,359,960
Continental Illinois Investment Trust Fund No. 1 3,459.37 4 9,639 14,045
State Street Bk Commingled Int'l Index Fund 26.24 341,547 7,810,746 8,961,853
State Street Bk Domestic Index Fund 69.60 312,661 17,920,436 21,759,649
State Street Bk Midcap Index Fund 17.85 826,899 11,909,075 14,763,463
Total collective investment funds 51,154,885 60,810,591
Total investments carried at market value 71,391,149 $85,950,806
Investments carried at cost:
Guaranteed insurance contracts:(b)
Commonwealth Insurance 8,211,266
Continental Assurance 3,037,121
Protective Life Insurance 3,036,347
Provident Life & Accident 3,763,710
Provident National Assurance 7,486,617
Prudential 15,599,427
Total guaranteed investment contracts 41,134,488
Loans to participants(c) 9,497,000
Total investments carried at cost 50,631,488
Total assets held for investment
at December 31, 1993 $122,022,637
<FN>
(a) The market values of investments on December 31, 1993, as a percentage of net assets available for Plan
benefits, for common stocks, other equity securities, bonds and notes, and collective investment funds,
were 10%, less than 1%, 9%, and 44%, respectively. Guaranteed investment contracts were 30% of net assets
available for Plan benefits, and loans to participants were 7%.
(b) Contracts mature between September 30, 1994, and March 31, 1998, and interest ranges from 4.84%
to 9.43%. These investments are stated at contract value.
(c) Interest charged on participant loans during 1993 was 6%.
</TABLE>
<PAGE> 11
<TABLE>
SCHEDULE II
(1 of 2)
CONTINENTAL EMPLOYEES
SAVINGS INCENTIVE PLAN AND TRUST
ALLOCATION OF PLAN ASSETS AND LIABILITIES
DECEMBER 31, 1993
<CAPTION>
Interest International
Income Intermediate Equity
Fund Bond Fund Index Fund
<S> <C> <C> <C>
Assets
Investments:
Common stocks $ -- $ -- $ --
Other equity securities 51,713 -- --
Bonds and notes -- 12,061,679 --
Collective investment funds 14,174,347 313,921 9,113,638
Guaranteed investment contracts 41,134,488 -- --
Loans to participants 5,381,000 1,430,000 267,000
Total investments 60,741,548 13,805,600 9,380,638
Receivables:
Accrued interest income 7,328 160,516 187
Total receivables 7,328 160,516 187
Total assets 60,748,876 13,966,116 9,380,825
Liabilities
Accounts payable 29,000 10,000 9,000
Total liabilities 29,000 10,000 9,000
Net assets available for
Plan benefits $60,719,876 $13,956,116 $9,371,825
</TABLE>
<PAGE> 12
<TABLE>
SCHEDULE II
(2 of 2)
CONTINENTAL EMPLOYEES
SAVINGS INCENTIVE PLAN AND TRUST
ALLOCATION OF PLAN ASSETS AND LIABILITIES
DECEMBER 31, 1993
<CAPTION>
Company
Common
S&P Midcap S&P 500 Stock
Index Fund Index Fund Fund Total
<S> <C> <C> <C> <C>
Assets
Investments:
Common stocks $ -- $ -- $13,026,823 $ 13,026,823
Other equity securities -- -- -- 51,713
Bonds and notes -- -- -- 12,061,679
Collective investment funds 14,975,013 22,055,027 178,645 60,810,591
Guaranteed investment contracts -- -- -- 41,134,488
Loans to participants 763,000 840,000 816,000 9,497,000
Total investments 15,738,013 22,895,027 14,021,468 136,582,294
Receivables:
Accrued interest income 182 273 282 168,768
Total receivables 182 273 282 168,768
Total assets 15,738,195 22,895,300 14,021,750 136,751,062
Liabilities
Accounts payable 8,000 15,000 3,000 74,000
Total liabilities 8,000 15,000 3,000 74,000
Net assets available for
Plan benefits $15,730,195 $22,880,300 $14,018,750 $136,677,062
</TABLE>
<PAGE> 13
<TABLE>
SCHEDULE III
(1 of 2)
CONTINENTAL EMPLOYEES
SAVINGS INCENTIVE PLAN AND TRUST
ALLOCATION OF PLAN ASSETS AND LIABILITIES
DECEMBER 31, 1992
<CAPTION>
Interest International
Income Intermediate Equity
Fund Bond Fund Index Fund
<S> <C> <C> <C>
Assets
Investments:
Common stocks $ -- $ -- $ --
Other equity securities 65,422 -- --
Bonds and notes -- 11,586,641 --
Collective investment funds 13,365,464 682,574 3,543,398
Guaranteed investment contracts 41,405,251 -- --
Loans to participants 5,077,000 1,289,000 260,000
Total investments 59,913,137 13,558,215 3,803,398
Receivables:
Accrued interest income 8,087 151,162 382
Total receivables 8,087 151,162 382
Total assets 59,921,224 13,709,377 3,803,780
Liabilities
Accounts payable 18,000 3,000 1,000
Unsettled investment purchases -- -- --
Total liabilities 18,000 3,000 1,000
Net assets available for
Plan benefits $59,903,224 $13,706,377 $3,802,780
</TABLE>
<PAGE> 14
<TABLE>
SCHEDULE III
(2 of 2)
CONTINENTAL EMPLOYEES
SAVINGS INCENTIVE PLAN AND TRUST
ALLOCATION OF PLAN ASSETS AND LIABILITIES
DECEMBER 31, 1992
<CAPTION>
Company
Common
S&P Midcap S&P 500 Stock
Index Fund Index Fund Fund Total
<S> <C> <C> <C> <C>
Assets
Investments:
Common stocks $ -- $ -- $ 8,909,241 $ 8,909,241
Other equity securities -- -- -- 65,422
Bonds and notes -- -- -- 11,586,641
Collective investment funds 10,541,601 19,188,261 219,566 47,540,864
Guaranteed investment contracts -- -- -- 41,405,251
Loans to participants 664,000 566,000 600,000 8,456,000
Total investments 11,205,601 19,754,261 9,728,807 117,963,419
Receivables:
Accrued interest income 293 193 108 160,225
Total receivables 293 193 108 160,225
Total assets 11,205,894 19,754,454 9,728,915 118,123,644
Liabilities
Accounts payable 1,000 5,000 1,000 29,000
Unsettled investment purchases -- -- 174,555 174,555
Total liabilities 1,000 5,000 175,555 203,555
Net assets available for
Plan benefits $11,204,894 $19,749,454 $ 9,553,360 $117,920,089
</TABLE>
<PAGE> 15
<TABLE>
SCHEDULE IV
(1 of 2)
CONTINENTAL EMPLOYEES
SAVINGS INCENTIVE PLAN AND TRUST
ALLOCATION OF PLAN INCOME AND CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Interest International
Income Intermediate Equity
Fund Bond Fund Index Fund
<S> <C> <C> <C>
Investment income:
Interest $ 3,640,604 $ 1,084,991 $ 27,892
Dividends -- -- --
Other 21,405 21 --
Total investment income 3,662,009 1,085,012 27,892
Employer contributions 1,220,819 340,524 184,406
Employee contributions 3,646,200 1,256,950 699,640
Transfers from related funds 619,565 118,113 4,239,179
9,148,593 2,800,599 5,151,117
Withdrawals paid to participants (3,947,957) (675,506) (325,593)
Transfers to related funds (4,873,364) (1,761,125) (545,994)
Transfers to successor trustee account (161,225) (33,655) (23,576)
Other disbursements -- (834) --
(8,982,546) (2,471,120) (895,163)
Net realized gains(losses) from
sale of investments -- (199,910) (224,082)
Net change in unrealized gains or
losses on investments 650,605 120,170 1,537,173
Net gain (loss) on investments 650,605 (79,740) 1,313,091
Net increase (decrease) 816,652 249,739 5,569,045
Net assets available for Plan
benefits at beginning of year 59,903,224 13,706,377 3,802,780
Net assets available for Plan
benefits at end of year $60,719,876 $13,956,116 $9,371,825
</TABLE>
<PAGE> 16
<TABLE>
SCHEDULE IV
(2 of 2)
CONTINENTAL EMPLOYEES
SAVINGS INCENTIVE PLAN AND TRUST
ALLOCATION OF PLAN INCOME AND CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Company
S&P 500 Common
S&P Midcap Index Stock
Index Fund Fund Fund Total
<S> <C> <C> <C> <C>
Investment income:
Interest $ 56,950 $ 93,970 $ 52,650 $ 4,957,057
Dividends -- -- 284,692 284,692
Other -- 5,931 -- 27,357
Total investment income 56,950 99,901 337,342 5,269,106
Employer contributions 384,619 600,946 232,237 2,963,551
Employee contributions 1,428,816 2,290,466 871,231 10,193,303
Transfers from related funds 2,119,975 284,849 2,020,043 9,401,724
3,990,360 3,276,162 3,460,853 27,827,684
Withdrawals paid to participants (538,659) (900,474) (520,959) (6,909,148)
Transfers to related funds (548,412) (1,093,487) (579,342) (9,401,724)
Transfers to successor trustee account (41,486) (122,425) -- (382,367)
Other disbursements -- -- -- (834)
(1,128,557) (2,116,386) (1,100,301) (16,694,073)
Net realized gains(losses) from
sale of investments 4,468 49,943 69,111 (300,470)
Net change in unrealized gains or
losses on investments 1,659,030 1,921,127 2,035,727 7,923,832
Net gain (loss) on investments 1,663,498 1,971,070 2,104,838 7,623,362
Net increase (decrease) 4,525,301 3,130,846 4,465,390 18,756,973
Net assets available for Plan
benefits at beginning of year 11,204,894 19,749,454 9,553,360 117,920,089
Net assets available for Plan
benefits at end of year $15,730,195 $22,880,300 $14,018,750 $136,677,062
/TABLE
<PAGE>
<PAGE> 17
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Plan)
have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
Continental Employees
Savings Incentive Plan and Trust
DATE: June 29, 1994 By /s/ Kevin J. Hallagan
Kevin J. Hallagan
Chairman of the Committee
<PAGE>
<PAGE> 18
EXHIBIT INDEX
Exhibit Document
23 Consent of Independent
Accountants
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on
Form S-8 (No. 2-97669) of Continental Bank Corporation of our
report dated June 10, 1994 appearing on page 1 of this Annual
Report on Form 11-K.
PRICE WATERHOUSE
Chicago, Illinois
June 10, 1994
