<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
-----------------
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
For transition period from _________ to _________
Commission file number 1-8525
------
______________________________
A. Full title of the plan and the address of the plan:
THE SAVINGS AND PROFIT SHARING
PLAN FOR EMPLOYEES OF
WORTHEN BANKING CORPORATION
200 West Capitol
Little Rock, Arkansas 72201
______________________________
B. Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
WORTHEN BANKING CORPORATION
200 West Capitol
Little Rock, Arkansas 72201
<PAGE>
ANNUAL REPORT ON
FORM 11-K
THE SAVINGS AND PROFIT SHARING
PLAN FOR EMPLOYEES OF
WORTHEN BANKING CORPORATION
December 31, 1993
Item 4. Financial statements and schedules
- - ------------------------------------------
Financial statements and schedules prepared in accordance with financial
reporting requirements of ERISA are attached as Exhibit 99.
Exhibit Index
- - -------------
Exhibit # Description
- - --------- -----------
23 Consent of Independent Auditors
99 Financial Statements and Schedules of The Savings and Profit
Sharing Plan for Employees of Worthen Banking Corporation
December 31, 1993 and 1992
<PAGE>
SIGNATURES
----------
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 on its behalf by the undersigned hereunto
THE SAVINGS AND PROFIT SHARING
PLAN FOR EMPLOYEES OF
WORTHEN BANKING CORPORATION
June 29, 1994 /s/ Judith A. Leinweber
Date ______________________ By:________________________________________________
Judith A. Leinweber
Senior Vice President and Director of Human
Resources, and Chairman of Administrative
Committee of The Savings and Profit Sharing Plan
for Employees of Worthen Banking Corporation
<PAGE>
EXHIBIT 23
----------
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors,
Worthen Banking Corporation
We consent to the incorporation by reference in Registration Statement Numbers
33-7733, as amended, and 33-68214 on Forms S-8 of Worthen Banking Corporation of
our report dated June 10, 1994, relating to the statements of net assets
available for plan benefits of the Savings and Profit Sharing Plan for Employees
of Worthen Banking Corporation as of December 31, 1993 and 1992 and the related
statements of changes in net assets available for plan benefits and related
schedules for the years then ended which report appears in the December 31, 1993
Annual Report on Form 11-K of The Savings and Profit Sharing Plan for Employees
of Worthen Banking Corporation.
KPMG Peat Marwick
Little Rock Arkansas
June 29, 1994
<PAGE>
Exhibit 99
----------
THE SAVINGS AND PROFIT
SHARING PLAN FOR EMPLOYEES OF
WORTHEN BANKING CORPORATION
Financial Statements and Schedules
December 31, 1993 and 1992
(With Independent Auditors' Report Thereon)
<PAGE>
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Index to Financial Statements and Schedules Submitted
Independent Auditors' Report
Financial Statements:
Statements of Net Assets Available for Plan Benefits -
December 31, 1993 and 1992
Statements of Changes in Net Assets Available for Plan Benefits -
Years ended December 31, 1993 and 1992
Notes to Financial Statements
Number
------
Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes........ 1
Item 27d - Schedule of Reportable Transactions.................... 2
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
Worthen Banking Corporation Employee Benefits Committee
The Savings and Profit Sharing Plan for Employees of
Worthen Banking Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of The Savings and Profit Sharing Plan for Employees of Worthen Banking
Corporation as of December 31, 1993 and 1992 and the related statements of
changes in net assets available for plan benefits for the years 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 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 plan benefits of The Savings
and Profit Sharing Plan for Employees of Worthen Banking Corporation as
of December 31, 1993 and 1992, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions 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 audits 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.
KPMG Peat Marwick
June 10, 1994
<PAGE>
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Statements of Net Assets Available for Plan Benefits (Note 7)
December 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992
------------ ----------
<S> <C> <C>
Investments (note 3):
U.S. Government Security Fund, at fair value (cost,
1993 - $2,760,783 and 1992 - $1,735,572) $ 2,760,783 1,735,572
Guaranteed Interest Fund, at contract value (cost,
1993 - $6,163,386 and 1992 - $5,270,793) 6,163,386 5,270,793
Balanced Fund at fair value (cost, 1993 - $5,124,354
and 1992 - $3,594,452) 5,685,710 3,631,834
S & P 500 Fund at fair value (cost, 1993 - $1,311,185
and 1992 - $577,294) 1,337,537 581,361
Common stock of Worthen Banking Corporation Fund, at
fair value (cost, 1993 - $4,553,364 and 1992 -
$2,687,530) 5,619,623 4,773,886
Participant loans, at unpaid principal balance, which
approximates fair value 1,138,718 799,440
Life Insurance Fund (cost, 1993 - $3,568) 3,568 -
----------- ----------
Total investments 22,709,325 16,792,886
----------- ----------
Receivables:
Employer contributions 196,702 336,397
Employee contributions 132,680 88,775
Accrued interest and dividends 39,017 42,202
----------- ----------
368,399 467,374
----------- ----------
Cash 92,768 57,908
----------- ----------
Total assets 23,170,492 17,318,168
Excess contributions refundable to participants 38,076 30,197
----------- ----------
Net assets available for plan benefits $23,132,416 17,287,971
=========== ==========
Net assets available for plan benefits:
To former participants 1,082,830 255,318
To current participants 22,049,586 17,032,653
----------- ----------
$23,132,416 17,287,971
=========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Statements of Changes in Net Assets Available for Plan Benefits (Note 7)
Years ended December 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992
----------- ----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments (note 3) $ (322,161) 904,333
Interest and dividends 948,962 759,412
----------- ----------
626,801 1,663,745
Employee contributions 6,076,368 2,464,464
Employer contributions 1,294,609 1,253,478
----------- ----------
Total additions 7,997,778 5,381,687
----------- ----------
Deductions from net assets attributed to:
Retirement benefits and withdrawals 2,077,527 1,295,158
Life insurance premiums (note 4) 75,806 97,496
----------- ----------
Total deductions 2,153,333 1,392,654
----------- ----------
Net increase 5,844,445 3,989,033
Net assets available for plan benefits:
Beginning of year 17,287,971 13,298,938
----------- ----------
End of year $23,132,416 17,287,971
=========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Notes to Financial Statements
December 31, 1993 and 1992
(1) Summary of Significant Accounting Policies
------------------------------------------
The accompanying financial statements have been prepared on the accrual
basis and present the net assets available for plan benefits and the
changes in net assets available for plan benefits.
The investments of The Savings and Profit Sharing Plan for Employees of
Worthen Banking Corporation ("Plan") have been valued using quoted market prices
except for the investments in the Guaranteed Interest Funds and Participant
Loans. Guaranteed Interest Fund contracts are valued at contract value which
represents contributions made under the contract, plus interest at the contract
rate. Participant loans are valued at the unpaid principal balance of the loans
which approximates fair value.
(2) Description of Plan
------------------
The following is a brief description of the Plan and is provided for general
information purposes only. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
(a) General
-------
The Plan is a defined contribution plan. Contributions were first made
to the Plan in February 1986. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
(b) Participation in the Plan
-------------------------
Any employee of Worthen Banking Corporation ("Company") and its
subsidiaries (collectively "Employer") who is a full-time employee or
following the completion of a "year of service" if not full-time is
eligible for participation in the Plan.
(c) Contributions
--------------
Each participant may defer from one to fifteen percent of his or her
compensation by electing to contribute that amount to the Plan. The
contribution is fully vested and not subject to forfeiture for any
reason.
The Plan requires the Employer to make a matching contribution equal to
fifty percent of each participant's matchable deferred compensation,
which is that portion of deferred compensation which does not exceed
six percent of total compensation. The Employer must also make a stock
bonus contribution equal to ten percent of matchable deferred
compensation. The stock bonus contribution may consist of the Company's
common stock or cash to be used exclusively to purchase such stock.
(Continued)
<PAGE>
2
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Notes to Financial Statements
The Plan also provides for a discretionary profit sharing contribution. The
amount, if any, of this contribution is determined solely by the Company's
Board of Directors and is allocated to all employees eligible to
participate in the Plan.
All contributions except the Employer stock bonus contribution are invested
as directed by participants in one or more of six investment options: a
government securities fund, a guaranteed interest fund, a balanced fund,
the Company's common stock, whole life insurance, and Standard & Poor's
500 stock index fund.
(d) Benefits and Forfeitures
------------------------
All amounts credited to a participant's account, including employee and
employer contributions together with investment earnings thereon can be
withdrawn only in a lump sum payment upon his or her normal retirement
or death. For earlier distributions, a participant receives only vested
amounts. All contributions made by participants and the employer's stock
bonus contribution, together with related investment earnings, are
immediately fully vested. Other employer contributions and related
investment earnings vest as follows: twenty percent after one year,
increasing twenty percent per year thereafter until fully vested after
five years.
All amounts forfeited are first used to reinstate, in certain
circumstances, previously forfeited benefits for employees who had a
break in service, then, to reduce Employer contributions.
(e) Termination of Plan
-------------------
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. Upon termination
of the Plan, all amounts credited to participants' accounts become fully
vested and not subject to forfeiture. The Company may then direct either
a complete distribution of plan assets or a continuation of the trust
with benefits distributed as they would have been had the Plan not been
terminated.
(f) Plan Administration
-------------------
The Plan is administered on behalf of participants by the Company's
employee benefit committee, to which members are appointed by the
Company's Board of Directors.
(Continued)
<PAGE>
3
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Notes to Financial Statements
(g) Participant Loans
-----------------
The Plan permits participants to borrow against the plan up to 45% of
their vested account balances. Such loans bear interest at the Company's
prime lending rate on the date the application is received from the
participant. Loans for other than the purchase of a principal residence
are repayable over a maximum of 5 years through biweekly payroll
deductions. Loans for the purchase of a principal residence are
repayable over a maximum of 10 years, also through bi-weekly payroll
deductions. Participant loans are reported as investments in the
statement of net assets available for plan benefits.
(3) Investments
-----------
The Plan's investments are held by the plan trustee (note 5). The following
table presents the fair/contract value of these investments by investment
option categories.
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
---------------------- ----------------------
Fair/ Fair/
Units/ contract Units/ contract
Description shares value shares value
----------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C>
U. S. Government Security Fund -
Treasury Obligations Fund 2,760,783 $2,760,783 (a) 1,735,572 $1,735,572 (a)
========= ========== ========= ==========
Guaranteed Interest Fund:
New York Life Insurance Company
Guaranteed Interest Contracts:
8.25% interest, due 12-31-92 - - 725,065 725,065
8.55% interest, due 7-3-93 - - 329,857 329,857
7.70% interest, due 1-3-94 2,140,443 2,140,443 (a) 2,356,152 2,356,152 (a)
5.45% interest, due 1-3-95 1,613,209 1,613,209 (a) 1,958,783 1,958,783 (a)
5.05% interest, due 12-31-95 2,330,910 2,330,910 (a) - -
Federated Treasury Obligations Fund 78,824 78,824 - -
Cash overdraft - - - (99,064)
========= ---------- ========= ----------
$6,163,386 $5,270,793
========== ==========
</TABLE>
(Continued)
<PAGE>
4
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Notes to Financial Statements
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
---------------------- -----------------------
Fair/ Fair/
Units/ contract Units/ contract
Description, continued shares value shares value
---------------------- --------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Balanced Fund:
Federated Intermediate Government
Trust - - 138,267 1,447,652 (a)
Federated Treasury Obligations
Fund 280,463 280,463 88,963 88,963
Federated Index Max-Cap Fund - - 145,312 1,658,005 (a)
Fidelity Asset Manager Account 350,990 5,405,247 (a) - -
Federated International Fund - - 15,552 216,328
Federated Growth Trust Fund - - 4,886 111,943
Federated Mini-Cap Fund - - 9,979 110,970
Cash overdraft - - - (2,027)
========= ---------- ======= ----------
$5,685,710 $3,631,834
========== ==========
S & P 500 Fund:
Federated Treasury Obligations
Fund 65,159 65,159 18,034 18,034
Federated Max-Cap Fund 107,374 1,272,378 (a) 49,371 563,327
========= ---------- ======= ----------
$1,337,537 $ 581,361
========== ==========
Common stock Fund:
Federated Treasury Obligations
Fund 36,202 36,202 - -
Worthen Banking Corporation 252,358 5,583,421 (a) 184,498 4,773,886
========= ---------- ======= ----------
$5,619,623 $4,773,886 (a)
========== ==========
Life Insurance Fund - Federated
Treasury Obligations Fund 3,568 $ 3,568 - $ -
========= ========== ======= ==========
Participant loans (8.0% - 11.0% interest) $1,138,718 (a) $ 799,440
========== ==========
</TABLE>
(a) Investment is 5% or more of Plan's net assets.
(Continued)
<PAGE>
5
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Notes to Financial Statements
During 1993 and 1992 the Plan's investments (including investments bought and
sold, as well as held during the year) appreciated (depreciated) in value as
follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Guaranteed Interest Fund $ - (79)
Balanced Fund 598,290 (88,514)
Common stock of Worthen Banking
Corporation Fund (946,641) 1,002,389
S & P 500 Fund 26,190 (9,463)
--------- ---------
$(322,161) 904,333
========= =========
</TABLE>
(4) Purchase of Insurance Contracts
-------------------------------
Participants may direct, subject to limitations contained in the Plan, that
contributions be used to purchase life insurance contracts. The
participants' accounts are debited for any insurance or annuity premiums
and credited with any dividends received on their respective insurance
contracts. The cash value of the insurance contracts are not included in
the Plan's net assets available for plan benefits.
(5) Parties-in-Interest
-------------------
Worthen Trust Company, Inc. ("WTC"), a subsidiary of the Company, serves as
trustee of the plan. All fees related to the administration of the plan
for 1993 and 1992 were waived by WTC. All investment transactions during
the year were made by WTC. Therefore, all investment transactions that
took place during the year were with parties-in-interest.
(6) Federal Income Taxes
--------------------
The Internal Revenue Service has determined and informed the Company by
letter dated May 3, 1993, that the Plan is qualified under Sections 401(a)
and 401(k) and tax exempt under Section 501(a) of the Internal Revenue
Code.
(7) Programs Available for Participants
-----------------------------------
Amounts relating to the assets, liabilities and net assets available for
plan benefits by programs available to participants at December 31, 1993
and 1992 and amounts relating to the changes in net assets available for
plan benefits by programs available to participants for the years ended
December 31, 1993 and 1992 are as follows:
(Continued)
<PAGE>
6
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Notes to Financial Statements
<TABLE>
<CAPTION>
December 31, 1993
-------------------------------------------------------------------------------------------
Common stock
U.S. of Worthen
Government Guaranteed S&P Banking Life
Security Interest Balanced 500 Corporation Participant Insurance
Fund Fund Fund Fund Fund Loans Fund Total
---------- ---------- -------- ---- ----------- ----------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments $2,760,783 6,163,386 5,685,710 1,337,537 5,619,623 1,138,718 3,568 22,709,325
Receivables:
Employer contributions 30,480 39,817 36,364 18,992 71,049 - - 196,702
Employee contributions 11,810 29,175 28,063 16,917 42,881 - 3,834 132,680
Accrued interest and
dividends 6,666 32,177 71 20 54 - 29 39,017
Cash 47,139 18,418 14,388 5,064 7,759 - - 92,768
---------- --------- --------- --------- --------- ----------- ------- ----------
Total assets 2,856,878 6,282,973 5,764,596 1,378,530 5,741,366 1,138,718 7,431 23,170,492
Excess contributions refundable
to participants 2,045 6,813 18,852 6,828 3,538 - - 38,076
---------- --------- --------- --------- --------- ----------- ------- ----------
Net assets available
for plan benefits $2,854,833 6,276,160 5,745,744 1,371,702 5,737,828 1,138,718 7,431 23,132,416
========== ========= ========= ========= ========= =========== ======= ==========
(Continued)
</TABLE>
<PAGE>
7
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Notes to Financial Statements
<TABLE>
<CAPTION>
December 31, 1992
-----------------------------------------------------------------------------------------------
Common stock
U.S. of Worthen
Government Guaranteed S&P Banking Life
Security Interest Balanced 500 Corporation Participant Insurance
Fund Fund Fund Fund Fund Loans Fund Total
----------- ---------- --------- ---------- ----------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments $1,735,572 5,270,793 3,631,834 581,361 4,773,886 799,440 - 16,792,886
Receivables:
Employer contributions 71,642 76,890 67,786 26,624 93,455 - - 336,397
Employee contributions 10,638 22,965 19,347 7,295 24,296 - 4,234 88,775
Accrued interest and
dividends 4,550 30,986 6,666 - - - - 42,202
Cash 9,463 - - 14,064 34,381 - - 57,908
---------- --------- --------- ------- --------- ----------- --------- ----------
Total assets 1,831,865 5,401,634 3,725,633 629,344 4,926,018 799,440 4,234 17,318,168
Excess contributions refundable
to participants 2,557 5,802 7,652 2,357 11,829 - - 30,197
---------- --------- --------- ------- --------- ----------- --------- ----------
Net assets available
for plan benefits $1,829,308 5,395,832 3,717,981 626,987 4,914,189 799,440 4,234 17,287,971
========== ========= ========= ======= ========= =========== ========= ==========
(Continued)
</TABLE>
<PAGE>
8
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Notes to Financial Statements
<TABLE>
<CAPTION>
Year ended December 31, 1993
----------------------------------------------------------------------------------------------------
Common stock
U.S. of Worthen
Government Guaranteed S&P Banking Life
Security Interest Balanced 500 Corporation Participant Insurance
Fund Fund Fund Fund Fund Loans Fund Total
---------- ---------- -------- --------- ----------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation
(depreciation) $ - - 598,290 26,190 (946,641) - - (322,161)
Interest and
dividends 66,848 357,989 339,220 61,286 46,075 77,507 37 948,962
---------- --------- --------- --------- --------- --------- ------ ----------
66,848 357,989 937,510 87,476 (900,566) 77,507 37 626,801
Employee contributions 1,931,149 942,285 1,429,411 717,007 967,755 - 88,761 6,076,368
Employer contributions 129,547 254,317 218,790 118,243 573,712 - - 1,294,609
---------- --------- --------- --------- --------- --------- ------ ----------
Total additions 2,127,544 1,554,591 2,585,711 922,726 640,901 77,507 88,798 7,997,778
---------- --------- --------- --------- --------- --------- ------ ----------
Deductions from net assets:
Retirement benefits 862,176 545,664 283,050 96,088 259,030 31,519 - 2,077,527
Life insurance premiums - - - - - - 75,806 75,806
---------- --------- --------- --------- --------- --------- ------ ----------
Total deductions 862,176 545,664 283,050 96,088 259,030 31,519 75,806 2,153,333
---------- --------- --------- --------- --------- --------- ------ ----------
Net increase 1,265,368 1,008,927 2,302,661 826,638 381,871 45,988 12,992 5,844,445
Transfers, net (239,843) (128,599) (274,898) (81,923) 441,768 293,290 (9,795) -
Net assets available for
plan benefits:
Beginning of year 1,829,308 5,395,832 3,717,981 626,987 4,914,189 799,440 4,234 17,287,971
---------- --------- --------- --------- --------- --------- ------ ----------
End of year $2,854,833 6,276,160 5,745,744 1,371,702 5,737,828 1,138,718 7,431 23,132,416
========== ========= ========= ========= ========= ========= ====== ==========
(Continued)
</TABLE>
<PAGE>
9
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Notes to Financial Statements
<TABLE>
<CAPTION>
Year ended December 31, 1992
--------------------------------------------------------------------------------------------------
Common stock
U.S. of Worthen
Government Guaranteed S&P Banking Life
Security Interest Balanced 500 Corporation Participant Insurance
Fund Fund Fund Fund Fund Loans Fund Total
---------- ---------- -------- ---- ----------- ----------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation
(depreciation) $ - (79) (88,514) (9,463) 1,002,389 - - 904,333
Interest and
dividends 60,048 359,164 205,024 47,518 25,808 61,850 - 759,412
---------- --------- --------- ------- --------- ------- ------- ----------
60,048 359,085 116,510 38,055 1,028,197 61,850 - 1,663,745
Employee contributions 417,468 649,866 554,158 216,150 510,439 - 116,383 2,464,464
Employer contributions 173,711 264,110 257,031 107,436 451,190 - - 1,253,478
---------- --------- --------- ------- --------- ------- ------- ----------
Total additions 651,227 1,273,061 927,699 361,641 1,989,826 61,850 116,383 5,381,687
---------- --------- --------- ------- --------- ------- ------- ----------
Deductions from net assets:
Retirement benefits 203,446 692,285 181,877 60,629 111,848 45,073 1,295,158
Life insurance premiums - - - - - - 97,496 97,496
---------- --------- --------- ------- --------- ------- ------- ----------
Total deductions 203,446 692,285 181,877 60,629 111,848 45,073 97,496 1,392,654
---------- --------- --------- ------- --------- ------- ------- ----------
Net increase 447,781 580,776 745,822 301,012 1,877,978 16,777 18,887 3,989,033
Transfers, net (189,725) (325,594) (13,833) 30,452 293,926 222,897 (18,123) -
Net assets available for
plan benefits:
Beginning of year 1,571,252 5,140,650 2,985,992 295,523 2,742,285 559,766 3,470 13,298,938
---------- --------- --------- ------- --------- ------- ------- ----------
End of year $1,829,308 5,395,832 3,717,981 626,987 4,914,189 799,440 4,234 17,287,971
========== ========= ========= ======= ========= ======= ======= ==========
</TABLE>
<PAGE>
SCHEDULE 1
----------
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
Current/
contract
Issuer or Borrower Description of Investment Cost value
------------------ ------------------------- ---- --------
<S> <C> <C> <C>
Federated Investors Treasury Obligations Fund,
3,224,999 units $ 3,224,999 3,224,999
Max-Cap Fund, 107,374 units 1,246,026 1,272,378
Fidelity Investments Institutional
Services Company Asset Manager Account, 350,990
units 4,843,891 5,405,247
New York Life Insurance Company Guaranteed Interest Contracts:
7.70% interest, due 1-3-94 2,140,443 2,140,443
5.45% interest, due 1-3-95 1,613,209 1,613,209
5.05% interest, due 12-31-95 2,330,910 2,330,910
*Worthen Banking Corporation Common stock, 252,358 shares 4,517,162 5,583,421
Participant loans 8.00% - 11.00% interest 1,138,718 1,138,718
----------- ----------
$21,055,358 22,709,325
=========== ==========
</TABLE>
*Party-in-interest
See accompanying independent auditors' report.
<PAGE>
SCHEDULE 2
----------
THE SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF WORTHEN BANKING CORPORATION
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1993
<TABLE>
<CAPTION>
Expenses Current value
incurred of asset on
Purchase Selling Lease with Cost of transaction Net gain
Identity of party involved Description of asset price price rental transaction asset date (loss)
- - --------------------------- -------------------- -------- ------- ------ ----------- ------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Federated Investors Treasury obligations
Fund:
Bought $14,035,371 - - - 14,035,371 14,035,371 -
Sold - 12,751,542 - - 12,751,542 12,751,542 -
Max-Cap Fund - 1,769,914 - - 1,741,692 1,769,914 28,222
Intermediate
Government
Trust Fund - 1,451,800 - - 1,429,871 1,451,800 21,929
Fidelity Investments
Institutional Services
Company Asset Manager
Account 5,444,290 - - - 5,444,290 5,444,290 -
New York Life Insurance
Company Guaranteed Interest
Contract, 5.05%,
due 12-31-95 2,601,092 - - - 2,601,092 2,601,092 -
*Worthen Banking
Corporation Common stock 2,126,487 - - - 2,126,487 2,126,487 -
</TABLE>
* Party-in-interest
See accompanying independent auditors' report.
