<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
----------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from.....................to..........................
Commission file number 0-4554
-------------------------------------
Bank South Corporation
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1048216
--------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
55 Marietta Street, Atlanta, Georgia 30303
------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (404) 529-4111
----------------------------
Securities registered pursuant to Section 12(b) of the Act: None
--------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $5.00 Par Value Per Share
---------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
The aggregate market value of voting stock of the registrant held by
non-affiliates of the registrant as of May 31, 1995, was approximately $1.2
billion based on the closing price on such date of the Common Stock as reported
on the NASDAQ National Market System.
The number of shares of the registrant's $5.00 par value per share common stock
outstanding on May 31, 1995 was 58,681,583.
<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders of the registrant for the fiscal
year ended December 31, 1994 are incorporated by reference in Parts I, II and
IV of this report. Portions of the Proxy Statement of the registrant, dated
March 20, 1995, are incorporated by reference in Part III of this report.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Bank South Corporation
-------------------------------
Registrant
Date June 29, 1995 By /s/ Ralph E. Hutchins, Jr.
-------------------- ---------------------------
Ralph E. Hutchins, Jr.
Chief Financial Officer
<PAGE> 3
CONTENTS
Amendment of Part IV, Item 14 (a) (3) to include as Exhibit 23 (b) and 99 (b)
the information required by Form 11-K for the Bank South Corporation 401(k)
Investment Plan.
<TABLE>
<CAPTION>
Page
----
<S> <C>
Exhibit 23 (b)
- --------------
Consent of Independent Auditors 2
Exhibit 99 (b)
- --------------
Bank South Corporation 401(k) Investment Plan
Financial Statements and Supplementary Schedules:
Report of Independent Auditors 4
Statements of Net Assets Available for Plan Benefits 5
Statements of Changes in Net Assets
Available for Plan Benefits 6
Notes to Financial Statements 7
Assets Held for Investment 15
Transactions or Series of Transactions in Excess of 5% of
the Current Value of Plan Assets 16
</TABLE>
<PAGE> 1
Exhibit 23(b)
1
<PAGE> 2
Exhibit 23(b)
Consent of Independent Auditors
We consent to the incorporation by reference in the Bank South Corporation (1)
Registration Statement (Form S-8 No. 33-23592) dated August 1, 1988, (2)
Registration Statement (Form S-8 No. 2-87371) as amended on February 27, 1987,
(3) Registration Statement (Form S-8 No. 33-19257) dated December 23, 1987, (4)
Registration Statement (Form S-8 No. 33-19256) dated December 23, 1987, (5)
Registration Statement (Form S-3 No. 33-46896) as amended on April 21, 1992,
(6) Registration Statement (Form S-3 No. 33-61470) dated April 22, 1993, (7)
Registration Statement (Form S-8 No. 33-61518) dated April 23, 1993, (8)
Registration Statement (Form S-8 No. 33-61522) dated April 23, 1993, (9)
Registration Statement (Form S-8 No. 33-61526) dated April 23, 1993, (10)
Registration Statement (Form S-8 No. 33-66254) dated July 20, 1993, (11)
Registration Statement (Form S-8 No. 33-52791) dated March 18, 1994, (12)
Registration Statement (Form S-8 No. 33-53493) dated May 5, 1994, (13)
Registration Statement (Form S-8 No. 33-53497) dated May 5, 1994, and (14)
Registration Statement (Form S-8 No. 33-57791) dated February 22, 1995, of our
report dated June 23, 1995, with respect to the financial statements and
schedules of the Bank South Corporation 401(k) Investment Plan included in this
amendment to Bank South Corporation's Annual Report (Form 10-K) for the year
ended December 31, 1994.
Atlanta, Georgia
June 28, 1995
2
<PAGE> 1
Exhibit 99(b)
3
<PAGE> 2
Report of Independent Auditors
Benefits Committee
Bank South Corporation
We have audited the accompanying statements of net assets available for plan
benefits of the Bank South Corporation 401(k) Investment Plan (the Plan) as of
December 31, 1994 and 1993, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
at December 31, 1994 and 1993, and the changes in its net assets available for
plan 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 accompanying supplemental schedules
of assets held for investment as of December 31, 1994, and transactions or
series of transactions in excess of 5% of the current value of plan assets for
the year then ended, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required
part of the basic financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the 1994 financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the 1994 basic financial statements taken as a whole.
June 23, 1995
4
<PAGE> 3
BANK SOUTH CORPORATION 401(k) INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
December 31,
1994 1993
----------- -----------
<S> <C> <C>
ASSETS
Investments, at fair value (Notes B and C)
Sponsor Company common stock $28,447,694 $21,492,618
Common trust funds - 8,149,349
Mutual funds 10,929,190 -
Money market funds 2,384,427 1,715,222
----------- -----------
Total investments 41,761,311 31,357,189
Receivables
Employee contribution 67,315 74,726
Employer contribution 85,930 1,861,424
Accrued interest and dividends 217,617 39,224
Employee loans and other 169,822 -
----------- -----------
Total Assets 42,301,995 33,332,563
----------- -----------
LIABILITIES
Benefits payable 559,769 463,714
Accounts payable - 407,988
Other liabilities - 123
----------- -----------
Total Liabilities 559,769 871,825
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $41,742,226 $32,460,738
=========== ===========
</TABLE>
See notes to financial statements.
5
<PAGE> 4
BANK SOUTH CORPORATION 401(k) INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
For the Year Ended December 31,
1994 1993
----------- -----------
<S> <C> <C>
Additions to net assets attributed to:
Investment income from securities:
Interest and dividends $ 1,136,895 $ 674,375
Net appreciation in fair value
of investments 3,533,699 5,346,681
----------- -----------
4,670,594 6,021,056
Cash contributions:
Employer 3,045,133 3,748,627
Employee 3,785,477 2,851,561
----------- -----------
6,830,610 6,600,188
Other 1,365,534 1,576,058
----------- -----------
Total additions attributed to investment income
from securities, contributions and other 12,866,738 14,197,302
----------- -----------
Deductions from net assets attributed to:
Benefit payments 3,560,231 4,720,505
Other disbursements 25,019 7,496
----------- -----------
Total deductions 3,585,250 4,728,001
----------- -----------
Net additions 9,281,488 9,469,301
Net assets available for plan benefits at
beginning of year 32,460,738 22,991,437
----------- -----------
Net assets available for plan benefits at
end of year $41,742,226 $32,460,738
=========== ===========
</TABLE>
See notes to financial statements.
6
<PAGE> 5
BANK SOUTH CORPORATION 401(K) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
NOTE A--DESCRIPTION OF THE PLAN
The following plan description provides only general information. For a more
complete description, reference is made to the Summary Plan Description
provided to all participants.
On April 1, 1993, the Bank South Corporation Profit Sharing and Investment Plan
was amended and restated to change the name of the plan to the Bank South
Corporation 401(k) Investment Plan (the "Plan"), to change certain Plan
provisions (including the amount of the employer-funded matching contributions
and the calculation of the employer profit sharing contribution) and to provide
for new Plan benefits (including employer funded profit sharing matching
contributions on employee 401(k) contributions and availability of loans
against participant account balances.)
The Plan is an individual account defined contribution benefit plan which
covers substantially all employees of Bank South Corporation (the "Company")
and its subsidiaries. Funds may be contributed to the Plan on behalf of a
participant from one of the following sources: (1) Pay Transfer contributions
by the participant of up to 10 percent of his or her annual compensation with a
1994 maximum allowable annual contribution of $9,240, (2) employer-funded
matching contributions of 100% of the participant's Pay Transfers up to 6
percent of his or her annual compensation, and (3) an annual employer profit
sharing contribution, as determined by the Board of Directors, half of which is
in the form of the Company's common stock and half of which may be taken in
cash or invested in the Plan at the option of the employee. The amount
contributed by the Company for participants in the profit sharing portion of
the Plan is allocated based on the ratio of each participant's annual
compensation to the annual compensation of all participants. Participants are
permitted to transfer assets from other qualified plans when they join the
Plan. These amounts are reflected in other additions to the Plan. Participants
can take loans against 50% of their 401(k) account balance for primary
residence, secondary or college level education expenses, or for medical
emergencies in the participant's immediate family within certain limitations.
The interest rate is fixed and is based on prime rate plus 1% at the inception
of the loan.
The Company made profit sharing contributions of $0 and $1,746,000 in 1994 and
1993, respectively, at the discretion of the Board of Directors.
Employees are eligible to participate in the profit sharing portion of the Plan
after they have completed two full years of service as of January 1, or July 1.
Employees are eligible to participate in the Pay Transfer portion of the Plan
after they have completed six months of service as of January 1, or July 1. The
participants are fully vested in all Plan contributions and earnings.
Participants have the option to invest matching or Pay Transfers in one or more
of the following funds:
1. The Bank South Stock Fund B is designed to invest entirely in Bank South
Corporation common stock (the fund may also hold cash in money market
reserves pending investment in Bank South stock).
2. The Equity Fund is predominantly a common stock fund that is invested
primarily for long-term growth of principal, with current income
accumulation as a secondary objective. In 1994, the Equity Fund primarily
invested in the Peachtree Equity Fund, a proprietary mutual fund of Bank
South, N.A., a wholly owned subsidiary of the Company. In 1993, the Equity
Fund invested in common trust funds of Bank South, N.A.
3. The Money Market Fund is a short-term investment fund that is primarily for
retention of principal and income accumulation as reflected by day-to-day
interest rates. Securities that are purchased include money market funds,
U.S. Treasury bills, repurchase agreements, and commercial paper rated at
least A-1 by Standard & Poors, or P-1 by Moody's. In 1994, the Money Market
Fund primarily invested in the Peachtree Prime Money Market Account, a
proprietary mutual fund of Bank South, N.A. In 1993, the Money Market Fund
invested in common trust funds of Bank South, N.A.
4. The Fixed Income Fund includes direct U.S. Treasury obligations, U.S.
Government Agency securities, and corporate bonds rated at least "A" by
either Moody's or Standard & Poors. The maturities of the securities in the
fund do not exceed 30 years. In 1994, the Fixed Income Fund primarily
invested in the Peachtree Bond Fund, a proprietary mutual fund of Bank
South, N.A. In 1993, the Fixed Income Fund invested in common trust funds of
Bank South, N.A.
7
<PAGE> 6
BANK SOUTH CORPORATION 401(K) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE A--DESCRIPTION OF THE PLAN--CONTINUED
Profit sharing contributions are invested in the Equity Fund, Money Market
Fund, Fixed Income Fund, and the Bank South Stock Fund B. The Employer and
Employee Contribution Accounts are inactive accounts which predominately hold
Bank South Corporation common stock. These accounts represent participant
holdings accumulated prior to the amendment of the Plan in April 1993.
Withdrawals of any portion of a participant's account prior to his or her
termination of employment may be made only in the event of a financial hardship
as determined by the plan administrator, and as specified by the Plan. Upon
death, retirement or termination of employment, the balance in a participant's
account will be paid to the participant or the participant's beneficiaries in
accordance with the distribution option elected.
Participants are also able to transfer balances among the various funds,
subject to certain restrictions.
The Plan is administered by a committee comprised of an executive officer of
the Company and officers from Bank South, N.A., corporate trustee of the Plan.
During 1994 and 1993 the majority of administrative expenses were paid by the
Company.
NOTE B--SIGNIFICANT ACCOUNTING POLICIES
The Plan's investment securities are stated at fair value. Company common stock
is valued at the average of the last bid and asked prices, as reported on a
national securities exchange, on the last business day of the Plan year.
Securities in common trust funds and mutual funds are stated at the fair market
value as determined by quoted market prices of securities owned. Valuation at
market is determined as of the close of business on the last day of the Plan
year. Money market funds are valued at fair value, which approximates cost.
Cash, which is held temporarily pending distribution to terminated participants
or for the purchase of securities in accordance with the stated purpose of the
Plan, is invested in money market funds.
Purchases and sales of securities are recorded on the trade date. Realized
gains and losses on the sale of investments are recognized using the specific
identification method and are included in net appreciation in fair value of
investments.
Contributions, income and benefit distributions are recorded on the accrual
basis of accounting.
Certain prior year amounts have been reclassified to be consistent with the
current year's presentation.
8
<PAGE> 7
BANK SOUTH CORPORATION 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE C - INVESTMENTS
During 1994 and 1993, the Plan's investments (including investments bought and
sold, as well as held during the year) appreciated in fair value by $3,533,699
and $5,346,681 respectively, as follows:
<TABLE>
<CAPTION>
Net
appreciation
(depreciation) Fair value
in fair value at end
of investments of year
-------------- ----------
<S> <C> <C>
Year ended December 31, 1994:
Fair value as determined by
quoted market price:
Company common stock 3,956,030 28,447,694
Mutual funds (422,331) 10,929,190
Money market funds - 2,384,427
--------- ----------
3,533,699 41,761,311
========= ==========
Year ended December 31, 1993:
Fair value as determined by
quoted market price:
Company common stock 5,084,016 21,492,618
Common trust funds 262,665 8,149,349
Money market funds - 1,715,222
--------- ----------
5,346,681 31,357,189
========= ==========
</TABLE>
The fair value of individual investments which represent 5 percent or more of
the Plan's assets at December 31 are as follows:
<TABLE>
<CAPTION>
DESCRIPTION 1994 1993
----------- ---- ----
<S> <C> <C>
Bank South Corporation
common stock 28,447,694 21,492,618
Equity Fund for Tax Exempt
Trust of Bank South, N.A. - 4,662,538
Peachtree Equity Fund 7,029,039 -
Fixed Income Fund for Tax
Exempt Trusts of Bank
South, N.A. - 3,486,811
Peachtree Bond Fund 3,900,151 -
Bank South, N.A. Money
Market Account - 1,715,222
Peachtree Prime Money
Market Funds 2,384,427 -
</TABLE>
9
<PAGE> 8
BANK SOUTH CORPORATION 401(K) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS--CONTINUED
NOTE D--ALLOCATION OF ASSETS
Each participant's account is stated by the Trustee as: (1) a share amount of
Bank South Corporation common stock under the profit sharing portion of the
Plan, and (2) a dollar value for each of the four investment funds under the
Pay Transfer and employer-funded matching contribution portion of the Plan.
At the close of business on each valuation date, the current profit sharing
contribution of the Company is allocated to the respective accounts of all
participants in the same proportion as the annual compensation of all such
participants during the year. Interest income, unrealized appreciation or
depreciation and realized gains and losses are allocated to each participant's
account based on each participant's beginning account balance (after first
reducing each such account balance by any distribution from the account during
each valuation period) as it relates to the total of all account balances
(reduced by any distribution from the Trust during each valuation period).
Dividends are allocated to each participant's account based on each
participant's beginning share account balance (after first reducing each such
account balance by any distribution from the account during each valuation
period) as it relates to the total of all share account balances (reduced by
any distribution from the Trust during each valuation period).
NOTE E--TRANSACTIONS WITH PARTIES-IN-INTEREST
During the year ended December 31, 1994, the Plan purchased 310,400 shares of
common stock of Bank South Corporation for $5,419,104, earned $639,004 in cash
dividends, and distributed 125,865 shares (at a cost basis of $1,162,453) in
accordance with the terms of the Plan. During the year ended December 31, 1993,
the Plan purchased 227,749 shares of common stock of Bank South Corporation for
$3,160,110, earned $347,822 in cash dividends, and distributed 234,165 shares
(at a cost basis of $1,502,834) in accordance with the terms of the Plan. Bank
South, N.A., corporate trustee of the Plan, holds the Plan's investment assets
and executes transactions therein.
NOTE F--INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code ("IRC") and is, therefore, not subject to
tax under Section 501(a) of the IRC. Once qualified, the Plan is required to
operate in conformity with the IRC to maintain its qualification. The Company is
not aware of any course of action or series of events that have occurred that
might adversely affect the Plan's qualified status. The Plan has subsequently
been amended and restated. A new determination letter has been requested from
the Internal Revenue Service.
NOTE G--TERMINATION OF THE PLAN
While the Company has not expressed any intention to terminate the Plan, it may
do so at anytime, subject to the provisions of ERISA. If the Plan is
terminated, each participant shall receive a payment equal to the value of his
or her account.
10
<PAGE> 9
BANK SOUTH CORPORATION 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE H - STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
Below is a summary of the statement of net assets for each fund for the Plan
year ended December 31, 1994:
<TABLE>
<CAPTION>
Employee Employer
Equity Money Mkt Fixed BS Stock: Contribution Contribution
Fund Fund Income Fund Fund B Account Account Total
---------- ---------- ----------- ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value (Notes B and C)
Sponsor Company common stock $ - $ - $ - $11,211,219 $41,677 $17,194,798 $28,447,694
Mutual funds 7,029,039 - 3,900,151 - - - 10,929,190
Money market funds 4,427 2,268,069 3,370 108,479 14 68 2,384,427
---------- ---------- ---------- ----------- ------- ----------- -----------
Total investments 7,033,466 2,268,069 3,903,521 11,319,698 41,691 17,194,866 41,761,311
---------- ---------- ---------- ----------- ------- ----------- -----------
Receivables
Employee contribution 1,402 374 959 64,580 - - 67,315
Employer contribution 1,085 9,712 20,854 54,279 0 0 85,930
Accrued interest and dividends 0 9,481 0 81,672 306 126,158 217,617
Employee loans and other - 169,822 - - - - 169,822
---------- ---------- ---------- ----------- ------- ----------- -----------
Total Assets 7,035,953 2,457,458 3,925,334 11,520,229 41,997 17,321,024 42,301,995
---------- ---------- ---------- ----------- ------- ----------- -----------
LIABILITIES
Benefits payable 74,345 24,040 23,826 337,803 - 99,755 559,769
---------- ---------- ---------- ----------- ------- ----------- -----------
Total Liabilities 74,345 24,040 23,826 337,803 - 99,755 559,769
---------- ---------- ---------- ----------- ------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $6,961,608 $2,433,418 $3,901,508 $11,182,426 $41,997 $17,221,269 $41,742,226
========== ========== ========== =========== ======= =========== ===========
</TABLE>
11
<PAGE> 10
BANK SOUTH CORPORATION 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE H - STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND--Continued
Below is a summary of the statement of net assets for each fund for the Plan
year ended December 31, 1993:
<TABLE>
<CAPTION>
Employee Employer
Equity Money Mkt Fixed BS Stock: Contribution Contribution
Fund Fund Income Fund Fund B Account Account Total
---------- ---------- ----------- --------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value (Notes B and C)
Sponsor Company common stock $ - $ - $ - $5,984,924 $53,085 $15,454,609 $21,492,618
Common trust funds 4,662,538 - 3,486,811 - - - 8,149,349
Money market funds 116,364 1,355,591 80,725 162,066 72 404 1,715,222
---------- ---------- ---------- ---------- ------- ----------- -----------
Total investments 4,778,902 1,355,591 3,567,536 6,146,990 53,157 15,455,013 31,357,189
---------- ---------- ---------- ---------- ------- ----------- -----------
Receivables
Employee contribution - 2,066 2,662 69,998 - - 74,726
Employer contribution 449,523 110,685 298,954 920,908 279 81,075 1,861,424
Accrued interest and dividends - 39,009 215 - - - 39,224
---------- ---------- ---------- ---------- ------- ----------- -----------
Total Assets 5,228,425 1,507,351 3,869,367 7,137,896 53,436 15,536,088 33,332,563
---------- ---------- ---------- ---------- ------- ----------- -----------
LIABILITIES
Benefits payable 48,789 24,274 27,489 160,250 3,471 199,441 463,714
Accounts payable 131,736 - 89,958 186,294 - - 407,988
Other liabilities 123 - - - - - 123
---------- ---------- ---------- ---------- ------- ----------- -----------
Total Liabilities 180,648 24,274 117,447 346,544 3,471 199,441 871,825
---------- ---------- ---------- ---------- ------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $5,047,777 $1,483,077 $3,751,920 $6,791,352 $49,965 $15,336,647 $32,460,738
========== ========== ========== ========== ======= =========== ===========
</TABLE>
12
<PAGE> 11
BANK SOUTH CORPORATION 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE I - CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
Below is a summary of the changes in net assets for each fund for the Plan year
ended December 31, 1994:
<TABLE>
<CAPTION>
Employee Employer
Equity Money Mkt Fixed BS Stock: Contribution Contribution
Fund Fund Income Fund Fund B Account Account Total
---------- ---------- ----------- ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income from securities:
Interest and dividends $ 105,931 $ 72,745 $ 212,368 $ 266,624 $ 1,364 $ 477,863 $ 1,136,895
Net appreciation (depreciation) in
fair value of investments 24,336 103,508 (295,810) 1,097,836 9,652 2,594,177 3,533,699
---------- ---------- ---------- ----------- ------- ----------- -----------
130,267 176,253 (83,442) 1,364,460 11,016 3,072,040 4,670,594
Cash contributions:
Employer 1,004,108 260,179 511,185 1,269,661 - - 3,045,133
Employee 1,200,374 314,600 667,627 1,602,876 - - 3,785,477
---------- ---------- ---------- ----------- ------- ----------- -----------
2,204,482 574,779 1,178,812 2,872,537 - - 6,830,610
Other 343,001 239,073 133,062 650,398 - - 1,365,534
---------- ---------- ---------- ----------- ------- ----------- -----------
Total additions attributed to
investment income from
securities, contributions and other 2,677,750 990,105 1,228,432 4,887,395 11,016 3,072,040 12,866,738
---------- ---------- ---------- ----------- ------- ----------- -----------
Deductions from net assets attributed to:
Benefit payments 453,892 155,668 346,409 1,411,020 18,952 1,174,290 3,560,231
Other disbursements - 25,002 - 17 - - 25,019
---------- ---------- ---------- ----------- ------- ----------- -----------
Total deductions 453,892 180,670 346,409 1,411,037 18,952 1,174,290 3,585,250
---------- ---------- ---------- ----------- ------- ----------- -----------
Interfund transfers (310,027) 140,906 (732,435) 914,716 (32) (13,128) -
---------- ---------- ---------- ----------- ------- ----------- -----------
Net additions (deductions) 1,913,831 950,341 149,588 4,391,074 (7,968) 1,884,622 9,281,488
---------- ---------- ---------- ----------- ------- ----------- -----------
Net assets available for plan benefits at
beginning of year 5,047,777 1,483,077 3,751,920 6,791,352 49,965 15,336,647 32,460,738
---------- ---------- ---------- ----------- ------- ----------- -----------
Net assets available for plan benefits at
end of year $6,961,608 $2,433,418 $3,901,508 $11,182,426 $41,997 $17,221,269 $41,742,226
========== ========== ========== =========== ======= =========== ===========
</TABLE>
13
<PAGE> 12
BANK SOUTH CORPORATION 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS--Continued
NOTE I - CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND--Continued
Below is a summary of the changes in net assets for each fund for the Plan year
ended December 31, 1993:
<TABLE>
<CAPTION>
Employee Employer
Equity Money Mkt Fixed BS Stock: Contribution Contribution
Fund Fund Income Fund Fund B Account Account Total
---------- ---------- ----------- ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income from securities:
Interest and dividends $ 103,139 $ 45,514 $ 186,055 $ 81,184 $ 1,017 $ 257,466 $ 674,375
Net appreciation in fair value
of investments 272,943 - 6,737 963,178 17,575 4,086,248 5,346,681
---------- ---------- ---------- ---------- -------- ----------- -----------
376,082 45,514 192,792 1,044,362 18,592 4,343,714 6,021,056
Cash contributions:
Employer 1,111,890 282,562 713,344 1,640,831 - - 3,748,627
Employee 1,034,896 290,755 610,419 915,491 - - 2,851,561
---------- ---------- ---------- ---------- -------- ----------- -----------
2,146,786 573,317 1,323,763 2,556,322 - - 6,600,188
Other 288,571 192,998 156,364 710,795 742 226,588 1,576,058
---------- ---------- ---------- ---------- -------- ----------- -----------
Total additions attributed to
investment income from
securities, contributions and other 2,811,439 811,829 1,672,919 4,311,479 19,334 4,570,302 14,197,302
---------- ---------- ---------- ---------- -------- ----------- -----------
Deductions from net assets attributed to:
Benefit payments 518,455 727,959 60,782 365,285 35,526 3,012,498 4,720,505
Other disbursements - 6,754 - - 742 - 7,496
---------- ---------- ---------- ---------- -------- ----------- -----------
Total deductions 518,455 734,713 60,782 365,285 36,268 3,012,498 4,728,001
---------- ---------- ---------- ---------- -------- ----------- -----------
Interfund transfers (118,217) (69,149) 46,935 140,431 - - -
---------- ---------- ---------- ---------- -------- ----------- -----------
Net additions (deductions) 2,174,767 7,967 1,659,072 4,086,625 (16,934) 1,557,804 9,469,301
Net assets available for plan benefits at
beginning of year 2,873,010 1,475,110 2,092,848 2,704,727 66,899 13,778,843 22,991,437
---------- ---------- ---------- ---------- -------- ----------- -----------
Net assets available for plan benefits at
end of year $5,047,777 $1,483,077 $3,751,920 $6,791,352 $ 49,965 $15,336,647 $32,460,738
========== ========== ========== ========== ======== =========== ===========
</TABLE>
14
<PAGE> 13
BANK SOUTH CORPORATION 401(k) INVESTMENT PLAN
ASSETS HELD FOR INVESTMENT
December 31, 1994
<TABLE>
<CAPTION>
Identity of Issuer, Borrower,
Lessor or Similar Party Description Cost Fair Value
- --------------------------------------------- ----------------- ----------- -----------
<S> <C> <C> <C>
Bank South Stock Fund B:
Peachtree Prime Money Market Fund Money Market Fund $ 108,479 $ 108,479
Bank South Corporation Common Stock, $5 par 624,993 shares 9,445,524 11,211,219
----------- -----------
9,554,003 11,319,698
Equity Fund:
Peachtree Prime Money Market Fund Money Market Fund 4,427 4,427
Peachtree Equity Fund Mutual Fund 7,151,397 7,029,039
----------- -----------
7,155,824 7,033,466
Money Market Fund:
Peachtree Prime Money Market Fund Money Market Fund 2,268,069 2,268,069
Fixed Income Fund:
Peachtree Prime Money Market Fund Money Market Fund 3,370 3,370
Peachtree Bond Fund Mutual Fund 4,179,772 3,900,151
----------- -----------
4,183,142 3,903,521
Employee Contributions Account:
Peachtree Prime Money Market Fund Money Market Fund 14 14
Bank South Corporation Common Stock, $5 par 2,348 shares 11,074 41,677
----------- -----------
11,088 41,691
Employer Contributions Account:
Peachtree Prime Money Market Fund Money Market Fund 68 68
Bank South Corporation Common Stock, $5 par 968,721 shares 6,763,603 17,194,798
----------- -----------
6,763,671 17,194,866
TOTAL ASSETS HELD FOR INVESTMENT $29,935,797 $41,761,311
=========== ===========
</TABLE>
15
<PAGE> 14
BANK SOUTH CORPORATION 401(k) INVESTMENT PLAN
TRANSACTION OR SERIES OF TRANSACTIONS IN EXCESS OF 5%
OF THE CURRENT VALUE OF PLAN ASSETS
Year Ended December 31, 1994
<TABLE>
<CAPTION>
Current Value
of Assets on
Purchase Selling Cost of Transaction Net Gain
Identity of Party Description of Assets Price Price Assets Date (Loss)
- ----------------- --------------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Category (iii) - series of transactions in excess of 5% of plan assets
Bank South, N.A. Equity Fund for Tax Exempt Trusts
of Bank South N.A. $ - $5,035,281 $4,010,710 $5,035,281 $1,024,571
Bank South, N.A. Fixed Income Fund for Tax Exempt
Trusts of Bank South N.A. $ - $3,651,870 $3,110,318 $3,651,870 $ 541,552
Bank South, N.A. Peachtree Equity Fund $7,626,353 $ - $7,626,353 $7,626,353 $ -
Bank South, N.A. Peachtree Bond Fund $4,859,257 $ - $4,859,257 $4,859,257 $ -
Bank South, N.A. Bank South Stock $5,146,867 $ - $5,146,867 $5,146,867 $ -
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during the
year ended December 31, 1994.
16
