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, 1996
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 27, 1997
<PAGE>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
EIN: 31-0838189
PLAN NUMBER: 003
FINANCIAL STATEMENTS
AS OF
DECEMBER 31, 1996 AND 1995
TOGETHER WITH
AUDITORS' REPORT
<PAGE>
STAR BANC CORPORATION
EIN: 31-0838189
PLAN NUMBER: 003
INDEX TO ANNUAL REPORT
ON FORM 11-K
I. Financial Statements Page(s)
(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, 1996 and 1995
(c) Statement of Changes in Assets Available F-5
for Benefits (with Fund Information) for
the Year Ended December 31, 1996
(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, 1996
(f) Schedule of Reportable Transactions F-15
for the Year Ended December 31, 1996
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, 1996 and 1995, and the related statement of
changes in assets available for benefits with fund information for the year
ended December 31, 1996. 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 of the
Plan as of December 31, 1996 and 1995, and the changes in assets available for
benefits for the year ended December 31, 1996, 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 Schedule 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 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, 1997
F-2
<PAGE>
<TABLE>
<CAPTION>
STAR BANC CORPORATION EIN: 31-0838189
Plan Number 003
THRIFT SAVINGS 401(K) PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
AS OF DECEMBER 31, 1996
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 $ 5,773 $ 5,773 $ -- $ -- $ -- $ --
RECEIVABLES:
Contributions 76,200 10,176 38,665 14,298 2,229 10,832
Earnings on Investments 327,714 54,811 272,806 53 8 36
INVESTMENTS, (Note 4):
Star Bank, N.A., Stable Asset Fund 10,846,305 10,846,305 -- -- -- --
Common Stock of Star Banc
Corporation - 1,721,628 Shares 52,724,858 -- 52,724,858 -- -- --
Star Relative Value Fund 8,665,672 -- -- 8,665,672 -- --
Star U.S. Government Income Fund 1,288,131 -- -- -- 1,288,131 --
The Stellar Fund 6,072,017 -- -- -- -- 6,072,017
Star Treasury Fund 125,555 -- 125,555 -- -- --
Trust for Short-Term U.S. Government
Securities 51,171 51,171 -- -- -- --
Participant Loans 67,211 12,389 37,480 7,381 949 9,012
ASSETS AVAILABLE FOR BENEFITS $80,250,607 $10,980,625 $53,199,364 $8,687,404 $1,291,317 $6,091,897
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
F-3
<PAGE>
<TABLE>
<CAPTION>
STAR BANC CORPORATION EIN: 31-0838189
Plan Number 003
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 - 1,758,747 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
</TABLE>
*Shares amount has been restated to reflect a 3-for-1 stock split in 1996.
The accompanying notes to financial statements
are an integral part of this statement.
F-4
<PAGE>
<TABLE>
<CAPTION>
STAR BANC CORPORATION EIN: 31-0838189
Plan Number 003
THRIFT SAVINGS 401(K) PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE
FOR BENEFITS (WITH FUND INFORMATION)
FOR THE YEAR ENDED DECEMBER 31, 1996
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 FROM INVESTMENTS:
Dividends and interest $ 1,249,166 $ 3,834 $ 1,238,806 $ 3,807 $ 313 $ 2,406
Net realized and unrealized
gains and losses, including
income from funds 21,910,261 546,261 18,847,165 1,713,438 13,214 790,183
Net investment income 23,159,427 550,095 20,085,971 1,717,245 13,527 792,589
CONTRIBUTIONS (Note 3):
Employers 2,181,783 311,242 1,086,863 397,785 66,954 318,939
Employees 4,266,838 537,944 2,212,547 803,018 116,774 596,555
Internal fund transfers -- 326,488 (1,241,230) 748,308 243,800 (77,366)
Net contributions 6,448,621 1,175,674 2,058,180 1,949,111 427,528 838,128
EXTERNAL FUND TRANSFERS (Note 7): 986,096 173,350 425,158 205,923 1,615 180,050
DISTRIBUTIONS TO PARTICIPANTS (7,414,158) (1,276,497) (4,687,438) (839,005) (108,135) (503,083)
Net increase in
assets available for
benefits 23,179,986 622,622 17,881,871 3,033,274 334,535 1,307,684
ASSETS AVAILABLE FOR BENEFITS,
beginning of year 57,070,621 10,358,003 35,317,493 5,654,130 956,782 4,784,213
ASSETS AVAILABLE FOR BENEFITS,
end of year $80,250,607 $10,980,625 $53,199,364 $ 8,687,404 $ 1,291,317 $ 6,091,897
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
F-5
<PAGE>
STAR BANC CORPORATION EIN: 31-0838189
Plan Number 003
THRIFT SAVINGS 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
(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, and by
Star Banc Finance, Inc. on May 1, 1995. The Plan provides eligible employees
the opportunity to save for future financial needs by setting aside a portion
of their compensation through payroll deductions. On June 14, 1996, Star Banc
Corporation merged Star Bank, N.A., Kentucky and Star Bank, N.A., Indiana into
the Bank.
(b) Administration--The Plan is administered by a committee (the Plan
Administrator) appointed by the Board of Directors of the Bank and is
trusteed by the Trust Financial Services Group of the Bank (the Trustee).
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, 1996 and 1995, there were 3,138 and 2,717 active participants,
respectively.
(d) Plan Contributions--For the plan years ended December 31, 1996 and 1995,
employees could elect to contribute up to ten percent of their base pay, as
defined, to the Plan. Effective January 1, 1997, the Plan was amended to allow
employees to contribute up to fifteen percent of their base pay, as defined, to
the Plan. Contributions may be subject to certain limitations. 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 participants. The participants'
employers make contributions which are equal to the participants'
contributions, up to three percent of the participants' base pay. The
investment of all contributions to the Plan are participant-directed.
(e) Investments--Contributions are received and invested by the Trustee on a
bi-weekly basis. The Trustee invests contributions as directed by each
participant (see Note 4). Dividend and interest income and realized/
unrealized gains or losses on investments are allocated to individual
participant's accounts on a daily basis.
F-6
<PAGE>
(1) continued
(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 Plan Administrator.
(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 and amounts contributed by each employer for
the year ended December 31, 1996 are as follows:
Employees' Employers
Contributions Contributions
Star Bank, N.A. $4,235,473 $2,167,292
Star Banc Finance, Inc. 31,365 14,491
$4,266,838 $2,181,783
(4) Investments-
At December 31, 1996 and 1995, 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 by
(a fund within a diversified list
Star Bank, N.A., 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 notes,
Income Fund Income Fund (a mutual and Federal Agency
fund) 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.
Transactions involving funds for which Star Bank, N.A. is the investment
adviser or involving Star Banc Corporation Common Stock qualify as
party-in-interest transactions. 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 for which Star Bank, N.A. is the investment
adviser. 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, 1996 December 31, 1995
Shares/ Fair Shares/ Fair
Units Value Units Value
Star Bank, N.A.,
Stable Asset Fund 10,846,305 $10,846,305 10,235,945 $10,235,945
Common Stock of Star
Banc Corporation 1,721,628 $52,724,858 1,758,747* $34,881,808
Star Relative Value Fund 469,430 $ 8,665,672 372,581 $ 5,644,605
The Stellar Fund 460,699 $ 6,072,017 392,152 $ 4,772,491
*Shares amount has been restated to reflect a 3-for-1 stock split in 1996.
(5) Benefits and Withdrawals Payable-
Amounts payable to participants who have terminated their interest in the Plan
at December 31, 1996 and December 31, 1995, which were unpaid at those dates,
were $939,869 and $254,564, 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 was considered qualified and the related trust 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 the related trust was tax-exempt as of December 31, 1996.
(7) External Fund Transfers-
On July 14, 1996, Star Bank, N.A. acquired five branch offices in Connersville,
Indiana, from National City Bank. This acquisition resulted in a transfer to
the Plan of $986,096.
F-9
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 1 of 5
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, 1996
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* Star Bank, N.A., Stable Asset Fund 10,846,305 $10,846,305 $10,846,305
Trust for Short-Term U.S. Government
Securities 51,171 $ 51,171 $ 51,171
Participant Loans,
interest at 7.0% to 10.2% -- $ 12,389 $ 12,389
In accordance with Section 2520.103-9, the Plan Administrator 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. 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
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, 1996
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* Common Stock of Star Banc Corporation 1,721,628 $17,931,994 $52,724,858
* Star Treasury Fund 125,555 $ 125,555 $ 125,555
Participant Loans,
interest at 7.0% to 10.2% -- $ 37,480 $ 37,480
*-Represents a party-in-interest transaction
F-11
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 3 of 5
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, 1996
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* Star Relative Value Fund 469,430 $6,216,593 $8,665,672
Participant Loans, interest at 7.0% to 10.2% -- $ 7,381 $ 7,381
*-Represents a party-in-interest transaction
F-12
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 4 of 5
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, 1996
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* Star U.S. Government Income Fund 133,347 $1,290,976 $1,288,131
Participant Loans, interest at 7.0% to 10.2% -- $ 949 $ 949
*-Represents a party-in-interest transaction
F-13
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 5 of 5
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, 1996
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* The Stellar Fund 460,699 $5,177,511 $6,072,017
Participant Loans, interest at 7.0% to 10.2% -- $ 9,012 $ 9,012
*-Represents a party-in-interest transaction
F-14
<PAGE>
<TABLE>
<CAPTION>
EIN: 31-0838189 SCHEDULE II
Plan Number 003
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
Current
Value
Aggregate Aggregate Cost of of Asset on Net
Purchase Selling Assets Transaction Gain
Description of Asset Price Price Sold Date or (Loss)
<S> <C> <C> <C> <C> <C>
By Asset:
Star Banc Corporation Common Stock $ 3,035,572 $ 1,087,605 $ 415,081 (A) $ 672,524
Star Treasury Fund 18,914,552 18,963,838 18,963,838 (A) --
Star Bank, N.A., Stable Asset Fund 2,508,409 2,480,670 2,480,670 (A) --
Star Relative Value Fund 2,468,920 1,103,598 862,950 (A) 240,648
By Broker:
Smith Barney Shearson, Inc. 2,405,746 1,009,631 377,440 (A) 632,191
</TABLE>
(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.
F-15
<PAGE>
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
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
June 26, 1997
