<PAGE> 1
As filed with the Securities and Exchange Commission on October 15, 1997
Registration No. 333_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AREA BANCSHARES CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
KENTUCKY 61-0902343
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
230 FREDERICA STREET, OWENSBORO, KENTUCKY 42301
- --------------------------------------------------------------------------------
(Address of principal executive offices and zip code)
AREA BANCSHARES CORPORATION PROFIT SHARING/401(K) PLAN
(Full Title of the Plan)
- --------------------------------------------------------------------------------
KATHRYN L. KNUDSON, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(404) 572-6952
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Timothy O. Shelburne, Esq.
Area Bancshares Corporation
230 Frederica Street
Owensboro, Kentucky 42301
(502) 688-7750
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock, no 450,000 $20.00 (2) $9,000,000 (3) $2,728
par value shares (1)
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) The average of the high and low prices of the Registrant's Common Stock
as reported by the Nasdaq National Market for October 13, 1997.
(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the
Securities Act of 1933, as amended.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(1) The Registrant's Registration Statement on Form S-4 dated June
17, 1997, as amended July 30, 1997 and August 8, 1997 (File
No. 333-29385);
(2) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (File No. 0-26032);
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (File No. 0-26032);
(4) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 (File No. 0-26032); and
(5) The Registrant's Current Report on Form 8-K dated May 2, 1997
(File No. 0-26032);
(6) The Registrant's Current Report on Form 8-K dated October 14,
1997 (File No. 0-26032).
(7) The Registrant's Current Report on Form 8-K/A dated October
15, 1997 (File No. 0-26032).
(8) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 10-A1 as filed
with the Securities and Exchange Commission on June 30, 1995
pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act" (File No. 0-26032).
All documents subsequently filed by the Registrant and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
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<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Area. The Registrant's Articles of Incorporation state that the
Registrant will indemnify its officers and directors as provided by Section
271B.8-510 Kentucky Act. Section 271B.8-510, as is currently in effect, provides
that a corporation may indemnify its officers and directors against reasonable
expenses (including attorneys' fees) incurred by them in the defense of any
action, suit or proceeding to which they were made a party, or in defense of any
claim, issue or matter therein, by reason of the fact that they are or were
officers or directors of the corporation, to the extent that they have been
successful, on the merits or otherwise, in such defense. Section 271B.8-510 also
permits indemnification of a corporation's directors and officers against any
liability incurred in connection with any threatened, pending or completed
action, suit or proceeding by reason of the fact that they are or were directors
or officers of the corporation or who, while directors or officers of the
corporation, are or were serving at the corporation's request as directors,
officers, partners, trustees, employees or agents of another entity, if they
acted in a manner they believed in good faith to be in, or not opposed to, the
best interests of the corporation, or, with respect to any criminal proceeding,
had no reasonable cause to believe their conduct was unlawful, if a
determination has been made that they have met these standards of conduct. Such
indemnification in connection with a proceeding by or in the right of the
corporation, however, is limited to reasonable expenses, including attorney's
fees, incurred in connection with the proceeding. The corporation may also
advance expenses incurred by any director officer in defending any such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
officer or director to repay such advances unless it is ultimately determined
that he or she is not entitled to indemnification by the corporation.
Section 271B.8-520 of the Kentucky Act provides that a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he or she was a party because such person
is or was a director of the corporation against reasonable expenses incurred in
connection with such proceeding.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
II-2
<PAGE> 5
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
4.1 Articles of Incorporation, as amended through September 30,
1997, of the Registrant.
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Report on Form 10-A1 as filed with the
Securities and Exchange Commission on June 30, 1995 (Reg. No.
026032)).
5.1 Opinion of Timothy O. Shelburne, Esq. with respect to the
securities being registered, including consent.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consents of KPMG Peat Marwick LLP, independent accountants.
24.1 Power of Attorney (see signature pages to this Registration
Statement).
99.1 Annual Report of Area Bancshares Corporation Profit
Sharing/401(K) Plan for the year ended December 31, 1996.
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective
II-3
<PAGE> 6
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Owensboro, State of Kentucky, on this the 15th day of
October, 1997.
AREA BANCSHARES CORPORATION
By: /s/ Thomas R. Brumley
--------------------------
Thomas R. Brumley
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Thomas R. Brumley and Timothy O.
Shelburne as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents, full power and authority to do and perform each and every act and
thing required or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or their
substitutes, could lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- -----
<S> <C> <C>
/s/ Anthony G. Bittel Director October 15, 1997
- ----------------------------------------
Anthony G. Bittel
</TABLE>
II-5
<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- -----
<S> <C> <C>
/s/ Thomas R. Brumley President, Chief Executive Officer and October 15, 1997
- ---------------------------------------- Director (principal executive Officer)
Thomas R. Brumley
/c/ C. M. Gatton Chairman of the Board of Directors October 15, 1997
- ----------------------------------------
C. M. Gatton
/s/ Gary H. Latham Director October 15, 1997
- ----------------------------------------
Gary H. Latham
/s/ Raymond McKinney Vice Chairman of the Board of October 15, 1997
- ---------------------------------------- Directors
Raymond McKinney
/s/ John A. Ray Executive Vice President and Chief October 15, 1997
- ---------------------------------------- Financial Officer (principal
John A. Ray financial officer)
/s/ Allan R. Rhodes Director October 15, 1997
- ----------------------------------------
Allan R. Rhodes
/s/ David W. Smith, Jr. Director October 15, 1997
- ----------------------------------------
David W. Smith, Jr.
/s/ William H. Thompson Director October 15, 1997
- ----------------------------------------
William H. Thompson
/s/ Pollard White Director October 15, 1997
- ----------------------------------------
Pollard White
/s/ Gary White Vice President and Controller October 15, 1997
- ---------------------------------------- (principal accounting officer)
Gary White
</TABLE>
II-6
<PAGE> 9
Pursuant to the requirements of the Securities Act of 1933, the Trustee
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lexington, State of
Kentucky, on October 15, 1997.
Area Bancshares Corporation
Profit Sharing/401(K) Plan
Owensboro National Bank, as Trustee
By: /s/ Patty Drury
------------------------------------
Title: Vice President and Trust Officer
----------------------------------
II-7
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
4.1 Articles of Incorporation, as amended through September 30,
1997, of the Registrant.
4.2 Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to the Report on Form 10-A1 as filed with the
Securities and Exchange Commission on June 30, 1995 (Reg. No.
0-26032)).
5.1 Opinion of Timothy O. Shelburne, Esq. with respect to the
securities being registered, including consent.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consents of KPMG Peat Marwick LLP, independent accountants.
24.1 Power of Attorney (see signature pages to this Registration
Statement).
99.1 Annual Report of Area Bancshares Corporation Profit
Sharing/401(K) Plan for the year ended December 31,1996.
</TABLE>
II-8
<PAGE> 1
EXHIBIT 4.1
RESTATED ARTICLES OF INCORPORATION
OF
AREA BANCSHARES CORPORATION
The undersigned duly authorized officers of Area Bancshares
Corporation, located in Owensboro, Kentucky, do hereby file these Restated
Articles of Incorporation of Area Bancshares Corporation pursuant to the
provisions of the Kentucky Business Corporation Act, as follows:
1.
The name of the Corporation is "Area Bancshares Corporation."
2.
The Corporation shall have perpetual duration, subject to voluntary
dissolution in the manner provided by law.
3.
The purposes for which the Corporation is organized are to engage,
directly or through complete or partial ownership of other corporations or joint
ventures, in the transaction of
(a) the business of a bank holding company; and
(b) any and all lawful business for which corporations may be
incorporated under the Kentucky Business Corporation Act.
4.
A. The Corporation shall have authority to issue Ten Million
(10,000,000) shares of no par value common stock (the "Common Stock") and Five
Hundred Thousand (500,000) shares of no par value preferred stock (the
"Preferred Stock").
B. The Board of Directors of the Corporation is authorized, subject to
limitations prescribed by law and the provisions of this Article, to provide for
the issuance of the shares of Preferred Stock in series and, by filing a
certificate pursuant to the applicable law of the Commonwealth of Kentucky, to
establish from time to time the number of shares to be included in each such
series and to fix the designation, powers, preferences, and rights of the shares
of each such series and the qualifications, limitations, or restrictions
thereof.
<PAGE> 2
The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:
(a) The number of shares constituting that series and the distinctive
designation of that series;
(b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payments of dividends on shares of that series;
(c) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion privileges, including provisions for
adjustment of the conversion rate in such events as the Board of Directors shall
determine;
(e) Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions and at
different redemption rates;
(f) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
(g) The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding-up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that series;
and
(h) Any other relative rights, preferences and limitations of that
series.
Dividends on outstanding shares of Preferred Stock shall be paid or
declared or set apart for payment before any dividends shall be paid or declared
or set apart for payment on the Common Stock with respect to the same dividend
period.
If, upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, the assets available for distribution to holders
of shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of Preferred
Stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.
C. No shareholder of the Corporation shall have any pre-emptive or
preferential
2
<PAGE> 3
right to subscribe for or purchase unissued or treasury shares of any class of
the Corporation, whether now or hereafter authorized, options or warrants to
purchase shares of the Corporation, or any obligation convertible into shares of
the Corporation, issued or sold, other than such right, if any, and for such
consideration as the Board of Directors may, in its discretion, from time to
time determine; and the Board of Directors may issue shares (or sell treasury
shares) of the Corporation, options or warrants to purchase shares, or
obligations convertible into shares or carrying options or warrants to purchase
shares to such persons, firms or corporations and for such consideration and
upon such terms as the Board of Directors may, in its discretion, from time to
time determine, without first offering such shares, options, warrants or
obligations, or any part thereof, to the shareholders of the Corporation.
D. Shareholders desiring to vote shares cumulatively, as provided in
Section 207 of the Kentucky Constitution, for the election of Directors, shall
deliver written notice of such fact to the President or Secretary of the
Corporation at its principal office not less than seventy-two (72) hours prior
to the scheduled time for the election, and failure of any shareholder to give
such notice shall constitute a conclusive waiver of such shareholder's right;
provided, however, that if one or more shareholders shall give such notice, all
shareholders may vote cumulatively regardless of whether such shareholder timely
gave such notice.
5.
The address of the registered office of the Corporation and the address
of Thomas R. Brumley, the registered agent of the Corporation, is 230 Frederica
Street, Owensboro, Kentucky 42301.
6. The business of the Corporation shall be managed by a Board of not
less than five (5) Directors, the number and qualifications of which shall be
fixed by the Bylaws.
7.
Subject to the limitations prescribed in Sections 271B.6-300,
271B.6-310 and 271B.6-400, as from time to time in effect, of the Kentucky
Revised Statutes, the Board of Directors of the Corporation may, without first
obtaining shareholder authorization, (1) purchase its own shares out of
unreserved and unrestricted earned surplus or unreserved and unrestricted
capital surplus available therefor, and (2) make distributions to its
shareholders out of capital surplus.
8.
The Corporation shall indemnify its Officers and Directors as provided
in Section 271B.8-510 of the Kentucky Revised Statutes. Such indemnification
shall not be deemed exclusive of any additional indemnification which the Board
of Directors may deem advisable or of any rights to which those indemnified may
be otherwise entitled. The Directors of the Corporation may determine from time
to time whether and to what extent to maintain
3
<PAGE> 4
insurance providing indemnification for Officers of Directors and such insurance
need not be limited to the power of indemnification of the Corporation under the
provisions of Section 271B.8-510.
-----------
The foregoing Restated Articles of Incorporation of the Corporation
correctly set forth the corresponding provisions of the Articles of
Incorporation of the Corporation as amended. The original Articles of
Incorporation of the Corporation and all amendments thereto are superseded in
their entirety by the foregoing Restated Articles of Incorporation of the
Corporation.
Dated the 11th day of February, 1993.
AREA BANCSHARES CORPORATION
[CORPORATE SEAL]
By: /s/ Thomas R. Brumley
--------------------------------
Thomas R. Brumley
President
By: /s/ Malcolm L. Gardner
-------------------------------
Malcolm L. Gardner
Vice President and
Chief Financial Officer
4
<PAGE> 5
COMMONWEALTH OF KENTUCKY
COUNTY OF DAVIESS
I, Judi Windle, a Notary Public in and for the Commonwealth and County
aforesaid, do hereby certify that on this 11th day of February, 1993, there
personally appeared before me Thomas R. Brumley, who, being by me first duly
sworn, declared that he is the President of Area Bancshares Corporation, that he
signed the foregoing document as the President of the Corporation, and that the
statements therein contained are true.
IN TESTIMONY WHEREOF, witness my signature and notarial seal this 11th
day of February, 1993.
/s/ Judi Windle
--------------------------
Notary Public
My Commission expires:
4-18-95
______________________
[NOTARIAL SEAL]
This instrument was prepared by:
/s/ Kathryn L. Knudson
- ----------------------------------
Kathryn L. Knudson, Esq.
Powell, Goldstein, Frazer & Murphy
191 Peachtree Street, N.E.
Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
<PAGE> 6
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AREA BANCSHARES CORPORATION
The undersigned duly authorized officers of Area Bancshares Corporation
do hereby file these Articles of Amendment pursuant to the provisions of the
Kentucky Business Corporation Act.
1.
The name of the corporation is Area Bancshares Corporation and its
registered office is located in Owensboro, Kentucky.
2.
The amendment was approved by the shareholders in accordance with the
provisions of Code Section 271B.10-030. The holders of 5,088,296 shares of
Common Stock were entitled to vote on the amendment, 4,045,704 shares of Common
Stock were represented at the Annual Meeting of Shareholders held on April 18,
1994. A majority vote of the shares of Common Stock entitled to vote at the
meeting was required to approve the amendment to the Articles of Incorporation.
The holders of 4,032,944 shares of Common Stock or 79.26% approved the
resolution submitted by the Board of Directors to amend the Articles of
Incorporation.
3.
The Corporation hereby amends Article 4(A) of its Restated Articles of
Incorporation by deleting Article 4(A) in its entirety and inserting in lieu
thereof a new Article 4(A) as follows:
"The Corporation shall have the authority to issue Sixteen
Million (16,000,000) shares of no par common stock (the "Common Stock")
and Five Hundred Thousand (500,000) shares of no par preferred stock
(the "Preferred Stock")
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed by its duly authorized officers, this 29th day of
September, 1997.
AREA BANCSHARES CORPORATION
By: /s/ John A. Ray
------------------------------
Name: John A. Ray
Title: Chief Financial Officer
ATTEST:
/s/ Judith R. Windle
- ----------------------------
Name: Judith R. Windle
Title: Corporate Secretary
<PAGE> 7
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AREA BANCSHARES CORPORATION
The undersigned duly authorized officers of Area Bancshares Corporation
do hereby file these Articles of Amendment pursuant to the provisions of the
Kentucky Business Corporation Act.
1.
The name of the corporation is Area Bancshares Corporation and its
registered office is located in Owensboro, Kentucky.
2.
The amendment was approved by the shareholders in accordance with the
provisions of Code Section 271B.10-030. The holders of 11,304,860 shares of
Common Stock were entitled to vote on the amendment, 8,489,947 shares of Common
Stock were represented at the Special Meeting of Shareholders held on September
15, 1997. A majority vote of the shares of Common Stock entitled to vote at the
meeting was required to approve the amendment to the Articles of Incorporation.
The holders of 8,476,725 shares of Common Stock or 74.98% approved the
resolution submitted by the Board of Directors to amend the Articles of
Incorporation.
3.
The Corporation hereby amends Article 4(A) of its Articles of
Incorporation by deleting Article 4(A) in its entirety and inserting in lieu
thereof a new Article 4(A) as follows:
"The Corporation shall have the authority to issue Fifty
Million (50,000,000) shares of no par common stock (the "Common Stock")
and Five Hundred Thousand (500,000) shares of no par preferred stock
(the "Preferred Stock")
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed by its duly authorized officers, this 23rd day of
September, 1997.
AREA BANCSHARES CORPORATION
By: /s/ Thomas R. Brumley
--------------------------
Name: Thomas R. Brumley
Title: President
ATTEST:
/s/ Judith R. Windle
- ----------------------------
Name: Judith R. Windle
Title: Corporate Secretary
<PAGE> 1
EXHIBIT 5.1
October 15, 1997
Area Bancshares Corporation
230 Frederica Street
Owensboro, Kentucky 42301
Re: Registration Statement on Form S-8
Area Bancshares Corporation
Area Bancshares Corporation Profit Sharing/401(K) Plan
Ladies and Gentlemen:
This opinion is given in connection with the filing by Area Bancshares
Corporation, a Kentucky corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-8 (the "Registration Statement"), of an
aggregate of 450,000 shares (the "Shares") of common stock, no par value, of the
Company, to be offered and sold by the Company pursuant to the Area Bancshares
Corporation Profit Sharing/401(K) Plan. (the "Plan").
I have examined and am familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the shares to be issued pursuant to the Plan as
we have deemed necessary and advisable. In such examinations, I have assumed the
genuineness of all signatures on all originals and copies of documents I have
examined, the authenticity of all documents submitted to me as originals and the
conformity to original documents of all certified, conformed or photostatic
copies. As to questions of fact material and relevant to this opinion, I have
relied upon certificates or representations of Company officials and of
appropriate governmental officials.
I express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Kentucky.
Based upon and subject to the foregoing and having regard for such
legal considerations as I have deemed relevant, it is my opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares and payment
therefor as provided in the Plan and as contemplated by the
Registration Statement, such Shares will be legally and
validly issued, fully paid and non-assessable.
<PAGE> 2
Area Bancshares Corporation
October 15, 1997
Page 2
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Timothy O. Shelburne
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Area Bancshares Corporation
We consent to incorporation by reference herein of our report dated March 7,
1997, with respect to the consolidated balance sheets of Area Bancshares
Corporation and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1996, which report
appears in the December 31, 1996 annual report on Form 10-K of Area Bancshares
Corporation.
Our report refers to a change in the method of accounting for certain
investments in debt and equity securities in 1994.
Louisville, Kentucky KPMG Peat Marwick LLP
October 15, 1997
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Area Bancshares Corporation
We consent to inclusion herein of our report dated July 30, 1997, with respect
to the statements of net assets available for benefits of Area Bancshares
Corporation Profit Sharing/401K Plan as of December 31, 1996 and 1995, and the
related statements of changes in net assets available for benefits for the years
then ended.
Louisville, Kentucky KPMG Peat Marwick LLP
October 15, 1997
<PAGE> 3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Area Bancshares Corporation
We consent to incorporation by reference herein of our report dated October 10,
1997, with respect to the supplemental consolidated balance sheets of Area
Bancshares Corporation and subsidiaries as of December 31, 1996 and 1995, and
the related supplemental consolidated statements of income, shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1996, which report appears in the Form 8-KA of the Company dated
October 15, 1997.
Our report refers to a change in the method of accounting for certain
investments in debt and equity securities in 1994.
Louisville, Kentucky KPMG Peat Marwick LLP
October 15, 1997
<PAGE> 1
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
Financial Statements and Schedules
December 31, 1996 and 1995
With Independent Auditors' Report Thereon
<PAGE> 2
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
Index to Financial Statements
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits With Fund Information -
December 31, 1996 and 1995 2-3
Statements of Changes in Net Assets Available for Benefits With Fund
Information - Years ended December 31, 1996 and 1995 4-5
Notes to Financial Statements 6-10
Schedule
--------
Schedule of Assets Held for Investment Purposes -
December 31, 1996 A
Schedule of Reportable Transactions - Year Ended
December 31, 1996 D
</TABLE>
Other schedules as required by Items 27(b), (c), (e) and (f) of Form 5500 have
been omitted because they are not applicable.
<PAGE> 3
Independent Auditors' Report
The Retirement Committee of
Area Bancshares Corporation:
We have audited the accompanying statements of net assets available for benefits
of Area Bancshares Corporation Profit Sharing/401(k) Plan (the Plan) as of
December 31, 1996 and 1995, and the related statements of changes in net assets
available for 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 benefits of Area Bancshares
Corporation Profit Sharing/401(k) Plan as of December 31, 1996 and 1995, and the
changes in net assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The 1996 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 Fund information in the
1996 and 1995 statements of net assets available for benefits and the statements
of changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for benefits
and changes in net assets available for benefits of each fund. The 1996
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 1996 financial
statements taken as a whole.
As discussed in Note 1(c) to the financial statements, on January 1, 1995, the
Plan's employer contribution policy was amended.
Louisville, Kentucky
July 30, 1997 KPMG Peat Marwick LLP
1
<PAGE> 4
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
Statement of Net Assets Available for Benefits With Fund Information
December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------
Fidelity FICP
Treasury II Federated Federated Fidelity Fidelity
Money U.S. Intermediate Puritan Blue Chip
Market Fund Govt. Fund Income Fund Fund Fund
----------- ---------- ------------ --------- --------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value (note 3):
Cash equivalents $ 611,507 -- -- -- --
Mutual funds -- 156,573 51,290 498,564 1,614,662
--------- --------- --------- --------- ---------
Total investments 611,507 156,573 51,290 498,564 1,614,662
--------- --------- --------- --------- ---------
Receivables:
Employer contributions 4,478 -- -- -- --
Accrued interest and dividends 2,815 716 268 -- --
--------- --------- --------- --------- ---------
Total receivables 7,293 716 268 -- --
--------- --------- --------- --------- ---------
Total assets 618,800 157,289 51,558 498,564 1,614,662
Liabilities - Accounts payable 324 -- -- 476 7,956
--------- --------- --------- --------- ---------
Net assets available for benefits $ 618,476 157,289 51,558 498,088 1,606,706
========= ========= ========= ========= =========
<CAPTION>
Participant Directed
-----------------------------------------------------
Rowe T.
Fidelity Fidelity Low Price
Value Price Stock International
Fund Fund Fund Total
--------- ------------ ------------- ---------
<S> <C> <C> <C> <C>
Assets:
Investments, at fair value (note 3):
Cash equivalents -- -- -- 611,507
Mutual funds 1,351,202 2,091,368 213,662 5,977,321
--------- --------- --------- ---------
Total investments 1,351,202 2,091,368 213,662 6,588,828
--------- --------- --------- ---------
Receivables:
Employer contributions -- -- -- 4,478
Accrued interest and dividends -- -- 5,833 9,632
--------- --------- --------- ---------
Total receivables -- -- 5,833 14,110
--------- --------- --------- ---------
Total assets 1,351,202 2,091,368 219,495 6,602,938
Liabilities - Accounts payable 5,775 8,338 2,142 25,011
--------- --------- --------- ---------
Net assets available for benefits 1,345,427 2,083,030 217,353 6,577,927
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 5
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
Statement of Net Assets Available for Benefits With Fund Information
December 31, 1995
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------
Fidelity FICP Fidelity Fidelity
Treasury II Advisor Advisor Fidelity Fidelity Low
Money Short-Term Fixed Income Magellan Price Stock
Market Fund Govt. Fund Portfolio Fund Fund Fund
----------- ---------- -------------- --------- ------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value (note 3):
Money market fund $1,409,708 -- -- -- --
Mutual funds -- 198,103 160,053 2,269,578 1,045,728
---------- ---------- ---------- ---------- ----------
Total investments 1,409,708 198,103 160,053 2,269,578 1,045,728
---------- ---------- ---------- ---------- ----------
Receivables:
Accrued interest and dividends 1,576 -- -- -- --
---------- ---------- ---------- ---------- ----------
Total assets 1,411,284 198,103 160,053 2,269,578 1,045,728
Liabilities - Accounts payable 25,022 -- -- -- --
---------- ---------- ---------- ---------- ----------
Net assets available for benefits $1,386,262 198,103 160,053 2,269,578 1,045,728
========== ========== ========== ========== ==========
<CAPTION>
Participant Directed
---------------------------------------
Fidelity Fidelity Fidelity
Value Overseas Asset
Fund Fund Manager Total
---- ---- ------- -----
<S> <C> <C> <C> <C>
Assets:
Investments, at fair value (note 3):
Money market fund -- -- -- 1,409,708
Mutual funds 267,053 264,159 133,076 4,337,750
---------- ---------- ---------- ----------
Total investments 267,053 264,159 133,076 5,747,458
---------- ---------- ---------- ----------
Receivables:
Accrued interest and dividends -- -- -- 1,576
---------- ---------- ---------- ----------
Total assets 267,053 264,159 133,076 5,749,034
Liabilities - Accounts payable -- -- -- 25,022
---------- ---------- ---------- ----------
Net assets available for benefits 267,053 264,159 133,076 5,724,012
========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 6
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
Statement of Changes in Net Assets Available for Benefits With Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------------
Fidelity
FICP Federated Federated Rowe T.
Treasury II U.S. Intermediate Fidelity Fidelity Fidelity Fidelity Low Price
Money Government Income Puritan Blue Chip Value Price Stock International
Market Fund Fund Fund Fund Fund Fund Fund Manager
----------- --------- ----------- -------- --------- -------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed
to:
Investment income:
Dividends and interest $ 53,287 2,555 972 6,770 6,403 148,486 136,197 2,763
Net appreciation (depreciation)
in fair value of investments
(note 3) -- 3,283 1,784 31,647 144,074 (26,588) 237,783 7,692
----------- ------- ------ ------- --------- ---------- --------- -------
53,287 5,838 2,756 38,417 150,477 121,898 373,980 10,455
Employee contributions 56,509 3,442 2,017 21,793 64,672 107,364 195,818 14,508
Employer contributions 8,901 1,594 844 8,539 29,285 45,653 79,859 7,950
----------- ------- ------ ------- --------- ---------- --------- -------
Total additions 118,697 10,874 5,617 68,749 244,434 274,915 649,657 32,913
----------- ------- ------ ------- --------- ---------- --------- -------
Deductions from net assets attributed
to:
Benefits paid to participants 649,555 -- -- 88 2,932 69,232 101,121 787
Administrative expenses and other
expenses 3,542 28 9 87 279 484 1,216 37
----------- ------- ------ ------- --------- ---------- --------- -------
Total deductions before
interfund transfers 653,097 28 9 175 3,211 69,716 102,337 824
Interfund transfers (233,386) 146,443 45,950 429,514 1,365,483 873,175 489,982 185,264
----------- ------- ------ ------- --------- ---------- --------- -------
Net increase (decrease) (767,786) 157,289 51,558 498,088 1,606,706 1,078,374 1,037,302 217,353
Net assets available for benefits -
beginning of year 1,386,262 -- -- -- -- 267,053 1,045,728 --
----------- ------- ------ ------- --------- ---------- --------- -------
Net assets available for benefits -
end of year $ 618,476 157,289 51,558 498,088 1,606,706 1,345,427 2,083,030 217,353
=========== ======= ====== ======= ========= ========== ========= =======
<CAPTION>
Participant Directed
--------------------------------------------------------------------
Fidelity
Fidelity Advisor Fidelity
Advisor Fixed Income Fidelity Fidelity Asset Federated
Short-Term Portfolio Magellan Overseas Manager Short USG
Govt. Fund Fund Fund Fund Fund Trust Total
---------- ------------ -------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Dividends and interest 11,243 7,554 370,136 88 2,192 17,459 766,105
Net appreciation (depreciation) in fair
value of investments (note 3) (6,455) (6,234) (419,711) 11,032 1,310 -- (20,383)
-------- -------- ---------- -------- -------- ------- ----------
4,788 1,320 (49,575) 11,120 3,502 17,459 745,722
Employee contributions 15,809 12,421 201,952 35,878 14,064 -- 746,247
Employer contributions 6,638 5,448 80,776 13,888 6,739 -- 296,114
-------- -------- ---------- -------- -------- ------- ----------
Total additions 27,235 19,189 233,153 60,886 24,305 17,459 1,788,083
-------- -------- ---------- -------- -------- ------- ----------
Deductions from net assets attributed to:
Benefits paid to participants 136 -- 93,805 8,756 -- -- 926,412
Administrative expenses and other expenses 158 101 1,525 166 124 7,756
-------- -------- ---------- -------- -------- ------- ----------
Total deductions before interfund transfers 294 101 95,330 8,922 124 -- 934,168
Interfund transfers (225,044) (179,141) (2,407,401) (316,123) (157,257) (17,459)
-------- -------- ---------- -------- -------- ------- ----------
Net increase (decrease) (198,103) (160,053) (2,269,578) (264,159) (133,076) 853,915
Net assets available for benefits - beginning of year 198,103 160,053 2,269,578 264,159 133,076 -- 5,724,012
-------- -------- ---------- -------- -------- ------- ----------
Net assets available for benefits - end of year -- -- -- -- -- -- 6,577,927
======== ======== ========== ======== ======== ======= ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 7
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
Statement of Changes in Net Assets Available for Benefits With Fund Information
Year ended December 31, 1995
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------
Fidelity FICP Fidelity Fidelity
Treasury II Advisor Advisor Fidelity Fidelity Low
Money Short-Term Fixed Income Magellan Price Stock
Market Fund Govt. Fund Portfolio Fund Fund Fund
------------ ---------- -------------- -------- -----------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Dividends and interest $ 112,407 7,949 10,212 126,193 75,722
Net appreciation in fair value of investments (note 3) -- 5,708 4,977 308,778 76,235
---------- ------- ------- --------- ---------
112,407 13,657 15,189 434,971 151,957
Employee contributions 428,507 7,456 7,832 139,891 58,753
Employer contributions 23,489 8,347 7,778 121,944 54,847
---------- ------- ------- --------- ---------
Total additions 564,403 29,460 30,799 696,806 265,557
---------- ------- ------- --------- ---------
Deductions from net assets attributed to:
Benefits paid to participants 531,351 14,536 14,223 102,729 47,995
Administrative expenses and other expenses 3,367 100 81 1,149 548
---------- ------- ------- --------- ---------
Total deductions before interfund transfers 534,718 14,636 14,304 103,878 48,543
Interfund transfers 1,153,025 63,913 59,834 944,170 548,965
---------- ------- ------- --------- ---------
Net increase (decrease) 1,182,710 78,737 76,329 1,537,098 765,979
Net assets available for benefits - beginning of year 203,552 119,366 83,724 732,480 279,749
---------- ------- ------- --------- ---------
Net assets available for benefits - end of year $1,386,262 198,103 160,053 2,269,578 1,045,728
========== ======= ======= ========= =========
<CAPTION>
Participant Directed
-------------------------------------------
Fidelity Fidelity Fidelity Non-
Value Overseas Asset Participant
Fund Fund Manager Directed Total
---- ---- ------- -------- -----
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Dividends and interest 11,263 5,980 3,043 373 353,142
Net appreciation in fair value of investments (note 3) 24,918 13,254 10,583 610 445,063
------- ------- ------- ---------- ---------
36,181 19,234 13,626 983 798,205
Employee contributions 20,799 22,344 9,103 -- 694,685
Employer contributions 17,781 18,340 8,360 -- 260,886
------- ------- ------- ---------- ---------
Total additions 74,761 59,918 31,089 983 1,753,776
------- ------- ------- ---------- ---------
Deductions from net assets attributed to:
Benefits paid to participants 3,574 43,428 477 -- 758,313
Administrative expenses and other expenses 136 148 69 -- 5,598
------- ------- ------- ---------- ---------
Total deductions before interfund transfers 3,710 43,576 546 -- 763,911
Interfund transfers 196,002 82,133 102,533 (3,150,575) --
------- ------- ------- ---------- ---------
Net increase (decrease) 267,053 98,475 133,076 (3,149,592) 989,865
Net assets available for benefits - beginning of year -- 165,684 -- 3,149,592 4,734,147
------- ------- ------- ---------- ---------
Net assets available for benefits - end of year 267,053 264,159 133,076 -- 5,724,012
======= ======= ======= ========== =========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 8
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
Notes to Financial Statements
December 31, 1996 and 1995
1. Description of Plan
The following brief description of Area Bancshares Corporation (the
Corporation) Profit Sharing/401(k) Plan (the Plan) provides only general
information. 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 generally covering all
full-time employees of Area Bancshares Corporation, The Owensboro
National Bank, First City Bank and Trust Company, Bowling Green
Bank and Trust Company, New Farmers National Bank, Southern Deposit
Bank, Citizens Deposit Bank, ONB Bank Services, Inc. and ABC Credit
Corporation (the Banks) who have completed one full year of service
and have attained the age of 21. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
b. Contributions
Effective with the Plan year beginning January 1, 1995, the Banks no
longer make a "profit sharing" type contribution to the Plan.
Participant 401(k) deferrals are matched by the Banks on the basis
of a 50% match on participant deferrals up to 7% of the
participant's salary. Prior to the Plan year beginning January 1,
1995, the amount of the Banks' contributions was determined at the
discretion of their Board of Directors. Participants may contribute
not less than 1% and not more than 15% of their salary to the Plan,
subject to annual limitations.
c. Participant Accounts
Investment earnings are allocated based on each participant's
proportionate share of the fair market value of the appropriate
funds as of the valuation date, decreased by any distributions to
the participant.
The Banks' prior contributions and related earnings, which are
forfeited during the year as a result of employee terminations,
are allocated to eligible participants in the Plan as of each
December 31 valuation date based on the participant's proportionate
share of compensation relative to the compensation paid to all
eligible participants during the Plan year. Effective with the Plan
year beginning January 1, 1995, forfeitures reduce employer match
contributions.
6
<PAGE> 9
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
Notes to Financial Statements
1. Description of Plan (Continued)
c. Participant Accounts (Continued)
Participants direct their 401(K) and employer match contributions into
designated funds. These funds during the Plan year ended December
31, 1996 are: Fidelity FICP Treasury II Money Market Fund; Federated
U.S. Government Fund; Federated Intermediate Income Fund; Fidelity
Puritan Fund; Fidelity Blue Chip Fund; Fidelity Value Fund; Fidelity
Low Price Stock Fund; and Rowe T. Price International Fund. These
funds during the Plan year ended December 31, 1995 are: Fidelity
FICP Treasury II Money Market Fund; Fidelity Advisor Short-Term
Government Fund; Fidelity Advisor Fixed Income Portfolio Fund;
Fidelity Magellan Fund; Fidelity Low Price Stock Fund; Fidelity
Value Fund; Fidelity Overseas Fund; and Fidelity Asset Manager.
d. Vesting
Participants are immediately 100% vested in their contributions and
related earnings. Vesting in the Banks' contributions and related
earnings are 100% vested after five years of service.
e. Payment of Benefits
Upon retirement, termination of service or total and permanent
disability, a participant or his designated beneficiary may elect to
receive all amounts credited to the participant's account plus the
participant's share of the Banks' contributions for the current
fiscal year in a lump-sum, equal installments over a period not to
exceed the life expectancy of the participant or the joint life
expectancy of the participant and participant's spouse, applied to
the purchase of an annuity or paid or applied in any combination
thereof. Upon death, the participant's designated beneficiary may
elect to receive the amount such participant would have been
entitled to receive, had he retired on the date of his death, in one
lump-sum, in equal installments over a period not to exceed life
expectancy, or applied to the purchase of an immediate life annuity.
Any portion of a participant's account relating to employer
contributions to which he is not entitled for any reason is
forfeited upon the participant's incurring a break in service as
defined under the Plan.
7
<PAGE> 10
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
Notes to Financial Statements
2. Summary of Significant Accounting Policies - Investments
a. Investments
Investments are stated at fair value. Quoted market prices are used to
value investments. Purchases and sales of investments are recorded
on a trade-date basis.
b. Use of Estimates
Management of the Plan has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the
disclosure of contingent liabilities to prepare these financial
statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
3. Investments
The Plan's investments are held by a bank-administered trust fund.
Investments that represent 5% or more of the Plan's net assets are
separately identified. Investments at December 31, 1996 and 1995 are
summarized as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Investments at fair value -
Money Market Fund -
Fidelity FICP Treasury II Money Market $ 611,507 1,409,708
Mutual Funds:
Federated U.S. Govt. Fund 156,573 --
Federated Intermediate Income Fund 51,290 --
Fidelity Puritan Fund 498,564 --
Fidelity Blue Chip Fund 1,614,662 --
Rowe T. Price International Fund 213,662 --
Fidelity Low Price Stock Fund 2,091,368 1,045,728
Fidelity Value Fund 1,351,202 267,053
Fidelity Magellan Fund -- 2,269,578
Fidelity Overseas Fund -- 264,159
Other mutual funds -- 491,232
---------- ---------
$6,588,828 5,747,458
========== =========
</TABLE>
8
<PAGE> 11
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
Notes to Financial Statements
3. Investments (Continued)
During 1996 and 1995, the Plan's investments (including investments bought
and sold, as well as held during the year) appreciated (depreciated) in
value as follows:
1996 1995
---- ----
Mutual funds $ (20,383) 445,063
--------- -------
$ (20,383) 445,063
========= =======
4. Tax Status
The Plan is a qualified employees' trust under Section 401(a) of the
Internal Revenue Code and, as such, is exempt from Federal income taxes
under Section 501(a).
A participant has no taxable income as a result of contributions of the
employer or income of the Plan until he or she receives a distribution
or a distribution is made available under the Plan.
5. Plan Termination
While the Corporation has not expressed any intent to terminate the Plan or
to discontinue contributions, it is free to do so at any time, subject
to the provisions set forth in ERISA. In the event of termination or
partial termination or upon discontinuance of contributions, the amounts
credited to participants' accounts become nonforfeitable.
6. Related Party Transactions
The Owensboro National Bank, a wholly-owned subsidiary of Area Bancshares
Corporation, is also trustee of the Plan. The trustee provided
management and accounting services and use of property and equipment to
the Plan at no charge during 1996 and 1995. All Plan investments and the
related investment earnings were maintained by the trustee.
9
<PAGE> 12
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
Notes to Financial Statements
7. Reconciliation to Form 5500
Information regarding net assets available for benefits and changes in net
assets available for benefits was submitted to the Department of Labor
and the Internal Revenue Service on Form 5500 for the year ended
December 31, 1996 and 1995 by the Plan sponsor. A reconciliation of
certain amounts reported on the Form for 1996 and 1995 and the
accompanying financial statements is as follows:
<TABLE>
<CAPTION>
Financial Form
1996 Statements 5500 Difference
---- ---------- ------ ----------
<S> <C> <C> <C>
Net assets available for benefits at
beginning of year $5,724,012 5,724,012 --
Total additions to net assets, net of
transfers $1,788,083 1,788,712 (629)
========== ========= =======
</TABLE>
<TABLE>
<CAPTION>
Financial Form
1995 Statements 5500 Difference
---- ---------- ------ -----------
<S> <C> <C> <C>
Net assets available for benefits at
beginning of year $4,734,147 4,757,423 (23,276)
Total additions to net assets, net of
transfers $1,753,776 1,730,500 23,276
========== ========= ==========
</TABLE>
10
<PAGE> 13
Schedule A
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
EIN: 61-0902343
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
Current
Issuer and Description of Investment Cost Value
- ------------------------------------ ---- -----
<S> <C> <C>
Money Market Fund
-----------------
Fidelity FICP Treasury II Money Market - cash equivalent $ 611,507 611,507
------------ -------------
Mutual Funds
------------
Federated U.S. Government Fund 154,573 156,573
Federated Intermediate Income Fund 50,032 51,290
Fidelity Puritan Fund 466,914 498,564
Fidelity Low Price Stock Fund 1,818,301 2,091,368
Fidelity Blue Chip 1,470,838 1,614,662
Rowe T. Price International Fund 205,986 213,662
Fidelity Value Fund 1,372,020 1,351,202
------------ -------------
5,538,664 5,977,321
------------ -------------
Total investments $ 6,150,171 6,588,828
============ =============
</TABLE>
<PAGE> 14
SCHEDULE D
AREA BANCSHARES CORPORATION
PROFIT SHARING/401(K) PLAN
EIN; 61-0902343
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1996
<TABLE>
<CAPTION>
Identity
of party Purchase Selling Cost Net gain
involved Description of asset price price of asset or (loss)
-------- -------------------- ----- ----- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Fidelity FICP Treasury II
Money Market (A) $ 1,616,101 $ - $ 1,616,101 $ -
Fidelity FICP Treasury II
Money Market (A) 2,416,305 2,416,305 -
Fidelity Advisory Short-Term
Government (A) 296,416 299,843 (3,427)
Fidelity Overseas Fund (A) - 329,089 310,536 18,553
Fidelity Magellan Fund (A) 478,717 - 478,717 -
Fidelity Magellan Fund (A) - 2,698,721 2,882,144 (183,423)
Fidelity Low-Price Stock Fund (A) 807,059 - 807,059 -
Fidelity Value Fund (A) 1,058,725 - 1,058,725 -
Fidelity Puritan Fund (A) 460,755 - 460,755 -
Fidelity Blue Chip Growth
Fund (A) 1,491,528 - 1,491,528 -
Fidelity Short USG Trust (A) 3,286,195 - 3,286,195 -
Fidelity Short USG Trust (A) - 3,286,195 3,286,195 -
</TABLE>
(A) Represents a series of transactions.
