SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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 29, 1998
<PAGE>
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
EIN: 31-0838189
PLAN NUMBER: 003
FINANCIAL STATEMENTS
AS OF
DECEMBER 31, 1997 AND 1996
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, 1997 and 1996
(c) Statement of Changes in Assets Available F-5
for Benefits (with Fund Information) for
the Year Ended December 31, 1997
(d) Notes to Financial Statements F-6 - F-10
(e) Schedules of Assets Held for Investment F-11 - F-18
Purposes as of December 31, 1997
(f) Schedule of Reportable Transactions F-19
for the Year Ended December 31, 1997
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, 1997 and 1996, and the related statement of
changes in assets available for benefits with fund information for the year
ended December 31, 1997. 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, 1997 and 1996, and the changes in assets available for
benefits for the year ended December 31, 1997, 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 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 16, 1998
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, 1997
U.S.
Stable Employer Relative Government The Strategic Growth Capital
Asset Stock Value Income Stellar Income Equity Appreciation
Total Fund Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH $ 21,774 $ 21,774 $ -- $ -- $ -- $ -- $ -- $ -- $ --
RECEIVABLES:
Contributions 104,596 10,924 56,200 22,127 2,038 12,044 68 906 289
Earnings on
investments 390,059 51,905 331,222 93 6,784 49 2 3 1
INVESTMENTS,
(Note 4):
Star Bank, N.A.,
Stable Asset
Fund 11,021,375 11,021,375 -- -- -- -- -- -- --
Common Stock of
Star Banc
Corporation -
1,654,716
Shares 94,939,330 -- 94,939,330 -- -- -- -- -- --
Star Relative
Value Fund 12,944,896 -- -- 12,944,896 -- -- -- -- --
Star U.S.
Government
Income Fund 1,178,745 -- -- -- 1,178,745 -- -- -- --
The Stellar Fund 6,804,806 -- -- -- -- 6,804,806 -- -- --
Star Treasury
Fund 13,993 -- 13,993 -- -- -- -- -- --
Star Strategic
Income Fund 230,493 -- -- -- -- -- 230,493 -- --
Star Growth
Equity Fund 393,236 -- -- -- -- -- -- 393,236 --
Star Capital
Appreciation
Fund 154,137 -- -- -- -- -- -- -- 154,137
Trust for Short-
Term U.S.
Government
Securities 42,756 42,756 -- -- -- -- -- -- --
Participant Loans 49,545 9,204 28,995 3,205 1,057 7,084 -- -- --
ASSETS AVAILABLE
FOR BENEFITS $128,289,741 $11,157,938 $95,369,740 $12,970,321 $1,188,624 $6,823,983 $230,563 $394,145 $154,427
</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, 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-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, 1997
U.S.
Stable Employer Relative Government The Strategic Growth Capital
Asset Stock Value Income Stellar Income Equity Appreciation
Total Fund Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME FROM
INVESTMENTS:
Dividends and
interest $ 1,421,378 $ 4,646 $ 1,409,713 $ 4,371 $ 280 $ 2,188 $ 11 $ 128 $ 41
Net realized
and
unrealized
gains and
losses,
including
income
from funds 49,575,266 635,883 45,022,988 3,005,136 105,727 768,119 3,755 21,276 12,382
Net
invest-
ment
income 50,996,644 640,529 46,432,701 3,009,507 106,007 770,307 3,766 21,404 12,423
CONTRIBUTIONS
(Note 3):
Employees' 5,022,199 491,954 2,707,946 1,093,967 91,422 568,282 5,221 48,596 14,811
Employer's 2,299,240 265,031 1,220,990 462,947 49,467 274,288 1,695 19,358 5,464
Internal fund
transfers -- 590,060 (1,454,029) 702,212 (89,886) (409,534) 219,885 310,941 130,351
Net
contri-
butions 7,321,439 1,347,045 2,474,907 2,259,126 51,003 433,036 226,801 378,895 150,626
DISTRIBUTIONS TO
PARTICIPANTS (10,278,949) (1,810,261) (6,737,232) (985,716) (259,703) (471,257) (4) (6,154) (8,622)
Net
increase
in assets
available
for
benefits 48,039,134 177,313 42,170,376 4,282,917 (102,693) 732,086 230,563 394,145 154,427
ASSETS AVAILABLE
FOR BENEFITS,
beginning of
year 80,250,607 10,980,625 53,199,364 8,687,404 1,291,317 6,091,897 -- -- --
ASSETS AVAILABLE
FOR BENEFITS,
end of year $128,289,741 $11,157,938 $95,369,740 $12,970,321 $ 1,188,624 $ 6,823,983 $ 230,563 $ 394,145 $ 154,427
</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, 1997 AND 1996
(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 StarTrust of Star Bank, N.A. (the Trustee). Administrative
expenses of the Plan are paid by the employers.
(c) Participation--The Plan covers all employees of Star Banc Corporation (the
Company) 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, 1997 and 1996, there were 3,408 and 3,138 active
participants, respectively.
(d) Plan Contributions--For the plan year ended December 31, 1996,
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 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 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 100% 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.
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. As of December 31, 1997, approximately 74% of the
Plan's assets are invested in the common stock of the Company. As
a result, a significant downturn in the securities market or the Company's
industry segment could adversely affect the fair market value of the Plan's
investment. 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, 1997 are as follows:
Employees' Employer's
Contributions Contributions
Star Bank, N.A. $4,969,425 $2,278,062
Star Banc Finance, Inc. 52,774 21,178
$5,022,199 $2,299,240
(4) Investments-
At December 31, 1997 and 1996, the Plan's Stable Asset Fund, Relative Value
Fund, U.S. Government Income Fund, The Stellar Fund, Strategic Income Fund,
Growth Equity Fund, and Capital Appreciation 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, as well as the employer stock fund.
Primary Primary
Investment Fund Investment Underlying Assets
Stable Asset Fund Star Stable Asset Pool of investment
Fund (a fund within contracts issued by
Star Bank, N.A., a diversified list
Pooled Investment of insurance
Trust for Corporate companies
Employee Benefit Plans)
Employer Stock Fund Common Stock Star Banc Corporation
common stock
F-7
<PAGE>
(4) continued
Primary Primary
Investment Fund Investment Underlying Assets
Relative Value Fund Star Relative Value Primarily equity securities,
Fund (a mutual fund) at least 70% in common stocks,
and a portion in fixed income
securities.
U.S. Government Star U.S. Government At least 65% in securities
Income Fund Income Fund (a mutual issued or guaranteed by the
fund) U.S. government; remainder in
corporate debt obligations,
commercial paper, time and
savings deposits, debt
securities of foreign issuers,
mortgage-backed securities and
asset-backed securities.
The Stellar Fund The Stellar Fund (a Not more than 25% in each of
mutual fund) the following securities
categories: domestic equity
securities, domestic fixed
income securities, inter-
national equity and fixed
income securities, real estate
securities, and precious metal
securities and/or short-term
securities.
Strategic Income Star Strategic Income At least 65% in income
Fund Fund (a mutual fund) producing securities comprised
of approximately 40% in U.S.
government and corporate fixed
income securities, and 0% to
20% in each of the following:
international securities, real
estate investment trusts,
domestic equity securities,
money market securities,
mortgage-backed securities,
CMOs, ARMs, and asset-backed
securities.
Growth Equity Fund Star Growth Equity Fund At least 65% in growth-
(a mutual fund) oriented equity securities;
remainder in domestic debt
securities, international
securities, U.S. government
securities, structured fixed
income securities, and money
market instruments.
F-8
<PAGE>
(4) continued
Primary Primary
Investment Fund Investment Underlying Assets
Capital Star Capital At least 65% in equity
Appreciation Fund Appreciation Fund securities of U.S. companies,
(a mutual fund) remainder in domestic debt
securities, international
securities, U.S. government
securities and money market
instruments.
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 Stable Asset Fund, the Star Relative Value Fund, the Star U.S.
Government Income Fund, The Stellar Fund, the Star Strategic Income Fund,
the Star Growth Equity Fund, and the Star Capital Appreciation 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.
Investments which represent five percent or more of the Plan's net assets are
as follows:
December 31, 1997 December 31, 1996
Shares/ Fair Shares/ Fair
Units Value Units Value
Star Bank, N.A.,
Stable Asset Fund 11,021,375 $11,021,375 10,846,305 $10,846,305
Common Stock of Star
Banc Corporation 1,654,716 $94,939,330 1,721,628 $52,724,858
Star Relative Value Fund 556,052 $12,944,896 469,430 $ 8,665,672
The Stellar Fund 519,848 $ 6,804,806 460,699 $ 6,072,017
(5) Benefits and Withdrawals Payable-
Amounts payable to participants who have terminated their interest in the Plan
at December 31, 1997 and December 31, 1996, which were unpaid at those dates,
were $693,591 and $939,869, 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.
F-9
<PAGE>
(6) Tax Status-
The Plan obtained its latest determination letter on November 14, 1997, 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 tax
exempt under the provisions 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, 1997.
F-10
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 1 of 8
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, 1997
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* Star Bank, N.A., Stable Asset Fund 11,021,375 $11,021,375 $11,021,375
Trust for Short-Term U.S. Government
Securities 42,756 $ 42,756 $ 42,756
* Participant Loans,
interest at 7.0% to 10.0% -- $ 9,204 $ 9,204
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 StarTrust 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-11
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 2 of 8
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, 1997
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* Common Stock of Star Banc Corporation 1,654,716 $20,126,164 $94,939,330
* Star Treasury Fund 13,993 $ 13,993 $ 13,993
* Participant Loans,
interest at 7.0% to 10.0% -- $ 28,995 $ 28,995
*-Represents a party-in-interest transaction
F-12
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 3 of 8
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, 1997
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* Star Relative Value Fund 556,052 $8,822,052 $12,944,896
* Participant Loans, interest at 7.0% to 10.0% -- $ 3,205 $ 3,205
*-Represents a party-in-interest transaction
F-13
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 4 of 8
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, 1997
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* Star U.S. Government Income Fund 118,705 $1,147,554 $1,178,745
* Participant Loans, interest at 7.0% to 10.0% -- $ 1,057 $ 1,057
*-Represents a party-in-interest transaction
F-14
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 5 of 8
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, 1997
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* The Stellar Fund 519,848 $6,343,789 $6,804,806
* Participant Loans, interest at 7.0% to 10.0% -- $ 7,084 $ 7,084
*-Represents a party-in-interest transaction
F-15
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 6 of 8
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
STRATEGIC INCOME FUND
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* Strategic Income Fund 21,868 $ 232,788 $ 230,493
*-Represents a party-in-interest transaction
F-16
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 7 of 8
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
GROWTH EQUITY FUND
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* Growth Equity Fund 24,125 $ 403,550 $ 393,236
*-Represents a party-in-interest transaction
F-17
<PAGE>
EIN: 31-0838189 SCHEDULE I
Plan Number 003 Page 8 of 8
STAR BANC CORPORATION
THRIFT SAVINGS 401(K) PLAN
CAPITAL APPRECIATION FUND
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
Shares/ Current
Identity of Issuer/Asset Description Units Cost Value
* Capital Appreciation Fund 13,299 $ 179,365 $ 154,137
*-Represents a party-in-interest transaction
F-18
<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, 1997
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 $ 4,871,579 $ 3,698,495 $ 929,616 (A) $2,768,879
Star Treasury Fund 24,556,659 24,651,560 24,651,560 (A) --
Star Bank, N.A., Stable Asset Fund 2,644,953 3,079,284 3,079,284 (A) --
Star Relative Value Fund 3,188,630 1,621,973 1,086,596 (A) 535,377
By Broker:
Morgan Stanley 4,822,291 3,697,428 929,348 (A) 2,768,080
</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-19
<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, 1998
