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 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________
Commission file number 33-24672
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Star Banc Corporation Thrift Savings 401(k) Plan
C/O Star Banc Corporation
Human Resources Department
425 Walnut Street M.L. 2020
Cincinnati, OH 45202
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
Star Banc Corporation
425 Walnut Street
Cincinnati, OH 45202
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the plan administrator has duly
caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
STAR BANC CORPORATION
THRIFT SAVINGS 401(k) PLAN
/s/ Daniel B. Benhase
___________________________________________
Daniel B. Benhase
Executive Vice President
June 26, 1996
<PAGE>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
EIN: 31-0838189
PLAN NUMBER: 003
FINANCIAL STATEMENTS
AS OF
DECEMBER 31, 1995 AND 1994
TOGETHER WITH
AUDITORS' REPORT
<PAGE>
STAR BANC CORPORATION
INDEX TO ANNUAL REPORT
ON FORM 11-K
I. Financial Statements Page
(a) Report of Independent Public Accountants F-2
(b) Statements of Assets Available for F-3 - F-4
Benefits (with fund information) as
of December 31, 1995 and 1994
(c) Statement of Changes in Assets Available F-5
for Benefits (with fund information) for
the year ended December 31, 1995
(d) Notes to Financial Statements F-6 - F-9
(e) Schedules of Assets Held for Investment F-10 - F-14
Purposes as of December 31, 1995
(f) Schedule of Reportable Transactions F-15
for the year ended December 31, 1995
II. Exhibit
Exhibit
Number
(a) Consent of Independent Public Accountants 23
F-1
<PAGE>
Report of Independent Public Accountants
To the Board of Directors of
Star Banc Corporation:
We have audited the accompanying statements of assets available
for benefits with fund information of the STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN as of December 31, 1995 and 1994,
and the related statement of changes in assets available for
benefits with fund information for the year ended December 31,
1995. These financial statements and the schedules referred to
below are the responsibility of the Plan's administrator. Our
responsibility is to express an opinion on these financial
statements and schedules 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 assets available for benefits
with fund information of the Plan as of December 31, 1995 and 1994,
and the changes in assets available for benefits with fund
information for the year ended December 31, 1995, 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 supplemental
Schedules of Assets Held for Investment Purposes and Schedule of
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 statements of assets available
for benefits and the statement of changes in assets available for
benefits is presented for purposes of additional analysis rather
than to present the assets available for plan benefits and changes
in assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to
the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/ ARTHUR ANDERSEN, LLP
Cincinnati, Ohio
June 26, 1996
F-2
<PAGE>
<TABLE>
<CAPTION>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
AS OF DECEMBER 31, 1995
U.S.
Stable Employer Relative Government The
Asset Stock Value Income Stellar
Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
CASH $ 403 $ 403 $ - $ - $ - $ -
RECEIVABLES:
Contributions 43,327 6,963 21,560 6,755 1,220 6,829
Earnings on Investments 294,643 51,085 238,008 13 5,526 11
INVESTMENTS, (Note 4):
Star Bank, N.A., Stable Asset Fund 10,235,945 10,235,945 - - - -
Common Stock of Star Banc
Corporation - 586,249 Shares 34,881,808 - 34,881,808 - - -
Star Relative Value Fund 5,644,605 - - 5,644,605 - -
Star U.S. Government Income Fund 948,005 - - - 948,005 -
The Stellar Fund 4,772,491 - - - - 4,772,491
Star Treasury Fund 138,633 - 138,633 - - -
Trust for Short-Term U.S. Government
Securities 52,926 52,926 - - - -
Participant Loans 57,835 10,681 37,484 2,757 2,031 4,882
ASSETS AVAILABLE FOR BENEFITS $57,070,621 $10,358,003 $35,317,493 $ 5,654,130 $ 956,782 $ 4,784,213
The accompanying notes to financial statements
are an integral part of this statement.
</TABLE>
F-3
<PAGE>
<TABLE>
<CAPTION>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
AS OF DECEMBER 31, 1994
U.S.
Relative Government
Stable Employer Value Income The
Asset Stock Fund Fund Stellar
Total Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
CASH $ 218 $ 218 $ - $ - $ - $ -
RECEIVABLES:
Contributions 26,214 4,120 12,479 4,052 714 4,849
Earnings on Investments 253,210 49,909 199,371 25 3,875 30
INVESTMENTS, (Note 4):
Star Bank, N.A., Stable Asset Fund 9,401,675 9,401,675 - - - -
Common Stock of Star Banc
Corporation - 566,181 Shares 20,594,834 - 20,594,834 - - -
Star Relative Value Fund 3,359,887 - - 3,359,887 - -
Star U.S. Government Income Fund 602,150 - - - 602,150 -
The Stellar Fund 4,044,891 - - - - 4,044,891
Star Prime Obligations Fund 109,772 - 109,772 - - -
Trust for Short-Term U.S. Government
Securities 26,355 26,355 - - - -
Participant Loans 48,782 9,110 31,383 868 2,804 4,617
ASSETS AVAILABLE FOR BENEFITS $38,467,988 $ 9,491,387 $20,947,839 $ 3,364,832 $ 609,543 $ 4,054,387
The accompanying notes to financial statements
are an integral part of this statement.
</TABLE>
F-4
<PAGE>
<TABLE>
<CAPTION>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE
FOR BENEFITS (WITH FUND INFORMATION)
FOR THE YEAR ENDED DECEMBER 31, 1995
U.S.
Stable Employer Relative Government The
Asset Stock Value Income Stellar
Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
INCOME (LOSS) FROM INVESTMENTS:
Dividends and Interest $ 953,506 $ 2,237 $ 948,058 $ 1,523 $ 179 $ 1,509
Net realized and unrealized
gains and losses, including
income from funds 16,367,470 734,992 13,575,033 1,298,236 110,100 649,109
Net investment income 17,320,976 737,229 14,523,091 1,299,759 110,279 650,618
CONTRIBUTIONS (Note 3):
Employers 2,075,863 352,446 1,007,998 310,478 59,523 345,418
Employees 3,924,284 601,947 1,965,815 633,853 104,560 618,109
Fund transfers - 5,112 (236,835) 336,454 132,568 (237,299)
Net contributions 6,000,147 959,505 2,736,978 1,280,785 296,651 726,228
DISTRIBUTIONS TO PARTICIPANTS (4,718,490) (830,118) (2,890,415) (291,246) (59,691) (647,020)
Net increase in
assets available for
benefits 18,602,633 866,616 14,369,654 2,289,298 347,239 729,826
ASSETS AVAILABLE FOR BENEFITS,
beginning of year 38,467,988 9,491,387 20,947,839 3,364,832 609,543 4,054,387
ASSETS AVAILABLE FOR BENEFITS,
end of year $ 57,070,621 $ 10,358,003 $ 35,317,493 $ 5,654,130 $ 956,782 $ 4,784,213
The accompanying notes to financial statements
are an integral part of this statement.
</TABLE>
F-5
<PAGE>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
(1) Plan Description-
(a) Nature of Operations--The Star Banc Corporation Thrift
Savings 401(k) Plan (the Plan) was adopted by Star Bank, N.A.
(the Bank) on January 1, 1985, by Star Bank, N.A., Indiana on
September 30, 1986 and by Star Bank, N.A., Kentucky on
February 1, 1988. The Plan provides eligible employees the
opportunity to save for future financial needs by setting
aside a portion of their compensation through payroll
deductions.
(b) Administration--The Plan is administered by a committee (the
administrator) appointed by the Board of Directors of the
Bank and is trusteed by the Trust Financial Services Group of
the Bank. Administrative expenses of the Plan are paid by
the employers.
(c) Participation--The Plan covers all employees of Star Banc
Corporation and participating affiliates (as defined in the
Plan agreement) who have attained age 21 and completed a
minimum of one thousand hours in one year of service. At
December 31, 1995 and 1994, there were 2,717 and 2,552 active
participants, respectively.
(d) Plan Contributions--Employees can elect to contribute up to
ten percent of their base pay, as defined, to the Plan.
Pursuant to Section 401(k) of the Internal Revenue Code,
contributions to the Plan and the earnings therefrom are not
subject to federal and state income taxes until the amounts
are subsequently distributed to the participant. The
participants' employers make contributions which are equal to
the participant's contribution, up to three percent of the
participant's base pay.
(e) Investments--Contributions are received and invested by the
Trustee once each week. The Trustee invests contributions as
directed by each participant (see Note 4). Dividend and
interest income and realized and unrealized gains or losses
on investments are allocated to individual participant's
accounts on a daily basis.
(f) Vesting--A participant is 100% vested upon entering the Plan.
Participants who terminate employment receive one hundred
percent of contributions and Plan earnings which have been
allocated to their accounts. Participants may, after reaching
the age of 59 1/2, elect to terminate participation and
receive full distribution of their accounts. In addition,
participants may apply for hardship withdrawals/loans subject
to approval by the Administrator.
F-6
<PAGE>
(2) Significant Accounting Policies-
(a) Basis of Accounting--The financial statements of the Plan are
maintained on the accrual basis of accounting. The financial
statements are prepared in accordance with generally accepted
accounting principles, which require the use of certain
estimates by management in the determination of assets,
liabilities and income. Actual results could differ from
those estimates.
(b) Investment Valuation--The Plan's investments are valued at
market as determined by the Trustee by reference to published
market data, except for investments in guaranteed investment
contracts of the Stable Asset Fund, which are carried at
fair value. Unrealized appreciation or depreciation of
investments is reflected currently in the Statement of
Changes in Assets Available for Benefits. Earnings on
investments include dividends on corporate common stock,
interest on temporary investments, and earnings from mutual
funds and collective investment funds.
(c) Plan Year--The Plan and all of its records are kept on a
calendar-year basis.
(3) Contributions-
Contributions made by employees of each employer and amounts
contributed by each employer for the year ended
December 31, 1995 are as follows:
Employees' Employer
Contributions Contributions
Star Bank, N.A. $3,593,126 $1,884,215
Star Bank, N.A., Indiana 121,949 75,005
Star Bank, N.A., Kentucky 209,209 116,643
$3,924,284 $2,075,863
(4) Investments-
At December 31, 1995 and 1994, the Plan's Stable Asset
Fund, Relative Value Fund, U.S. Government Income Fund,
and The Stellar Fund held investments in a variety of
funds managed by the Bank. The following summarizes
the nature of the primary underlying assets which
comprise the investment portfolio of each of the funds.
F-7
<PAGE>
(4) continued
Primary Primary
Investment Fund Investment Underlying Assets
----------------- ---------------- -----------------
Stable Asset Fund Star Bank, N.A., Pool of investment
Stable Asset Fund contracts issued
(a fund within by a diversified
Star Bank, N.A., list of insurance
Pooled Investment companies
Trust for Corporate
Employee Benefit Plans)
Employer Stock Fund Common Stock Star Banc
Corporation
common stock
Relative Value Fund Star Relative Value Common stocks of
Fund (a mutual fund) large companies in
a wide variety of
industries
U.S. Government Star U.S. Government U.S. Treasury
Income Fund Income Fund (a mutual notes, and Federal
fund) Agency obligations
The Stellar Fund The Stellar Fund (a Approximately equal
mutual fund) weightings of U.S.
companies' stocks,
U.S. Government and
Corporate bonds,
international
securities, real
estate securities,
precious metal
securities and
money market
securities such as,
Treasury bills,
bank deposits and
bankers' acceptances.
The Bank is the investment adviser for the Star Bank, N.A.,
Stable Asset Fund, the Star Relative Value Fund, U.S. Government
Income Fund and The Stellar Fund. Prior to investment, funds
awaiting investment in each of the above options or Star Banc
Corporation Common Stock, are temporarily invested in the Star
Treasury Fund, a short-term U.S. Treasury obligation fund
managed by Star Bank, N.A.. Previously, such funds were
invested in Star Prime Obligations Fund, which was also managed
by Star Bank, N.A.. Funds awaiting annuity distributions are
invested in the Trust for Short-Term U.S. Government Securities,
a trust fund managed by Federated Securities Corporation.
F-8
<PAGE>
(4) continued
Investments which represent five percent or more of the Plan's
net assets are as follows:
December 31, 1995 December 31, 1994
Fair Fair
Shares Value Shares Value
Star Bank, N.A., ---------- ----------- --------- ----------
Stable Asset
Fund 10,235,945 $10,235,945 9,401,675 $9,401,675
Common Stock of
Star Banc
Corporation 586,249 $34,881,808 566,181 $20,594,834
Star Relative
Value Fund 372,581 $5,644,605 294,986 $3,359,887
The Stellar Fund 392,152 $4,772,491 369,396 $4,044,891
(5) Benefits and Withdrawals Payable-
Amounts payable to participants who have terminated their
interest in the Plan at December 31, 1995 and December 31,
1994, which were unpaid at those dates, were $254,564 and
$487,713, respectively. These amounts are considered as a
component of assets available for benefits in the
accompanying Statements of Assets Available for Benefits (with
fund information). Distributions are made on a monthly basis.
(6) Tax Status-
The Plan obtained its latest determination letter on March
10, 1992, in which the Internal Revenue Service stated that
the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code. The
Plan therefore received tax exempt status under Section 401
of the Internal Revenue Code. The Plan has been amended
since receiving the determination letter. However, the Plan
Administrator and the Plan's tax counsel believe that the
Plan is currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue
Code. Therefore, they believe that the Plan was qualified
and tax exempt as of December 31, 1995.
F-9
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 1 of 5
<TABLE>
<CAPTION>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
STABLE ASSET FUND
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
Shares/ Current
Identity of Issuer/Asset Description Par Value Cost Value
<S> <C> <C> <C>
*Star Bank, N.A., Stable Asset Fund 10,235,945 $10,235,945 $10,235,945
Trust for Short-Term U.S. Government
Securities 52,926 $ 52,926 $ 52,926
Participant Loans, interest at
7.0% to 10.0% - $ 10,681 $ 10,681
</TABLE>
In accordance with Section 2520.103-9, the Pension
Review Committee of Star Banc Corporation hereby
certifies that the Plan is in receipt of the most
recent annual statement of assets and liabilities of
the Star Bank, N.A., Stable Asset Fund, in which the
Plan has an investment. In addition, a notice has
been received by the Plan from the Trust Financial
Services Group of Star Bank, N.A. (Trustee) informing
the Plan that the proper procedure was followed in
filing a copy of the most recent annual statement of
assets and liabilities of the fund in which the Plan
has an investment with the Department of Labor. The
Employer Identification Number of the fund is
31-6355823.
*-Represents a party-in-interest transaction
F-10
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 2 of 5
<TABLE>
<CAPTION>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
EMPLOYER STOCK FUND
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
Shares/ Current
Identity of Issuer/Asset Description Par Value Cost Value
<S> <C> <C> <C>
*Common Stock of Star Banc Corporation 586,249 $16,624,631 $ 34,881,808
*Star Treasury Fund 138,633 $ 138,633 $ 138,633
Participant Loans, interest at
7.0% to 10.0% - $ 37,484 $ 37,484
</TABLE>
*-Represents a party-in-interest transaction
F-11
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 3 of 5
<TABLE>
<CAPTION>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
RELATIVE VALUE FUND
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
Shares/ Current
Identity of Issuer/Asset Description Par Value Cost Value
<S> <C> <C> <C>
*Star Relative Value Fund 372,581 $ 4,544,606 $ 5,644,605
Participant Loans, interest at
7.0% to 10.0% - $ 2,757 $ 2,757
</TABLE>
*-Represents a party-in-interest transaction
F-12
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 4 of 5
<TABLE>
<CAPTION>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
U.S. GOVERNMENT INCOME FUND
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
Shares/ Current
Identity of Issuer/Asset Description Par Value Cost Value
<S> <C> <C> <C>
*Star U.S. Government Income Fund 94,141 $ 909,966 $ 948,005
Participant Loans, interest at
7.0% to 10.0% - $ 2,031 $ 2,031
</TABLE>
*-Represents a party-in-interest transaction
F-13
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 5 of 5
<TABLE>
<CAPTION>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
THE STELLAR FUND
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
Shares/ Current
Identity of Issuer/Asset Description Par Value Cost Value
<S> <C> <C> <C>
*The Stellar Fund 392,152 $ 4,420,752 $ 4,772,491
Participant Loans, interest at
7.0% to 10.0% - $ 4,882 $ 4,882
</TABLE>
*-Represents a party-in-interest transaction
F-14
<PAGE>
EIN: 31-0838189 SCHEDULE II
Plan Number 003
<TABLE>
<CAPTION>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
Current
Value
Aggregate Aggregate Cost of of Asset on Net
Purchase Selling Assets Transaction Gain
Description of Asset Price Price Sold Date or (Loss)
By Asset:
Star Banc Corporation
<S> <C> <C> <C> <C> <C>
Common Stock $ 3,263,832 $ 691,416 $ 367,356 (A) $ 324,060
Star Treasury Fund 13,235,003 13,177,745 13,177,745 (A) -
Star Bank, N.A., Stable Asset Fund 1,445,385 1,270,980 1,270,980 (A) -
By Broker:
Lehman Brothers Inc. 3,214,116 691,416 367,356 (A) 324,060
(A) The current value of all assets acquired or disposed of, at the time of acquisition or
disposition, is equal to the purchase price or selling price, respectively.
</TABLE>
F-15
EXHIBIT 23
Consent Of Independent Public Accountants
As independent public accountants, we hereby consent to
the incorporation by reference of our report included
in this Form 11-K, into the Company's previously filed
Registration Statement File No. 33-24672.
/s/ ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
June 26, 1996.
