<PAGE>
As filed with the Securities and Exchange Commission on November 19, 1996
================================================================================
UNITED STATES
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 33-41102
---------------
A. Full title of the plan and address of the plan, if different from that of the
issuer named below:
SILICON VALLEY BANK 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
SILICON VALLEY BANCSHARES
3003 TASMAN DRIVE
SANTA CLARA, CALIFORNIA 95054-1191
================================================================================
This report contains a total of 17 pages.
1
<PAGE>
TABLE OF CONTENTS
PAGE
----
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 4
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 5
NOTES TO FINANCIAL STATEMENTS 8
SUPPLEMENTAL SCHEDULES
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES 13
ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS 14
EXHIBITS 15
SIGNATURES 16
EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS 17
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
Silicon Valley Bank 401(k) and Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for benefits
of the Silicon Valley Bank 401(k) and Employee Stock Ownership Plan (formerly
Silicon Valley Bank 401(k) Plan) (the "Plan") as of December 31, 1995 and 1994,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 1995. 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 audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the year ended December 31, 1995 in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, Item 27(a) -
schedule of assets held for investment purposes at December 31, 1995 and Item
27(d) - schedule of reportable transactions for the year ended December 31, 1995
are presented for purposes 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 net assets available for benefits and the statement of changes in
net assets available for benefits are presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audits 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/ KPMG PEAT MARWICK, LLP
--------------------------
San Francisco, California
October 11, 1996
3
<PAGE>
SILICON VALLEY BANK 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
(FORMERLY SILICON VALLEY BANK 401(k) PLAN)
Statements of Net Assets Available for Benefits
December 31, 1995 and 1994
<TABLE>
<CAPTION>
Money U.S.
Market AIM S&P 500 Treasury Lifepath Lifepath
Assets Account Constellation Stock Allocation 2000 2010
------ ------- ------------- ----- ----------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Investments:
Money market funds $267,353 -- -- -- -- --
Collective investment funds -- -- $1,394,450 $990,057 $126,976 $249,977
Mutual funds -- $1,487,766 -- -- -- --
Silicon Valley Bancshares
Common Stock Fund -- -- -- -- -- --
-------- ---------- ---------- -------- -------- --------
Total investments 267,353 1,487,766 1,394,450 990,057 126,976 249,977
-------- ---------- ---------- -------- -------- --------
Receivables:
Participant loans -- -- -- -- -- --
Employer's contribution to ESOP -- -- -- -- -- --
-------- ---------- ---------- -------- -------- --------
Total receivables -- -- -- -- -- --
-------- ---------- ---------- -------- -------- --------
Total assets $267,353 $1,487,766 $1,394,450 $990,057 $126,976 $249,977
Liabilities
-----------
Excess contributions payable -- -- -- -- -- --
-------- ---------- ---------- -------- -------- --------
Net assets available for benefits $267,353 $1,487,766 $1,394,450 $990,057 $126,976 $249,977
======== ========== ========== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Silicon Valley Participant
Lifepath Lifepath Lifepath Bancshares Loan 1995
Assets 2020 2030 2040 Common Stock Account Other Total
------ ---- ---- ---- ------------ ------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Investments:
Money market funds -- -- -- -- -- -- $ 267,353
Collective investment funds $358,495 $212,889 $190,934 -- -- -- 3,523,778
Mutual funds -- -- -- -- -- -- 1,487,766
Silicon Valley Bancshares
Common Stock Fund -- -- -- $ 9,736,623 -- -- 9,736,623
-------- -------- ---------- ----------- -------- --------- -----------
Total investments 358,495 212,889 190,934 9,736,623 -- -- 15,015,520
-------- -------- ---------- ----------- -------- --------- -----------
Receivables:
Participant loans -- -- -- -- $284,933 -- 284,933
Employer's contribution
to ESOP -- -- -- 1,560,317 -- -- 1,560,317
-------- -------- ---------- ----------- -------- --------- -----------
Total receivables -- -- -- 1,560,317 284,933 -- 1,845,250
-------- -------- ---------- ----------- -------- --------- -----------
Total assets 358,495 212,889 190,934 11,296,940 284,933 -- 16,860,770
Liabilities
-----------
Excess contributions payable -- -- -- -- -- $(240,727) (240,727)
-------- -------- ---------- ----------- -------- --------- -----------
Net assets available for
benefits $358,495 $212,889 $190,934 $11,296,940 $284,933 $(240,727) $16,620,043
======== ======== ======== =========== ======== ========= ===========
</TABLE>
<TABLE>
<CAPTION>
Guaranteed
Investment Small 1994
Assets Contract Equity Company International Total
------ -------- ------ ------- ------------- -----
<S> <C> <C> <C> <C> <C>
Pooled separate accounts -- $891,486 $453,026 $274,435 $1,618,947
Guaranteed investment contracts $2,080,883 -- -- -- $2,080,883
---------- -------- -------- -------- ----------
Net assets available for benefits $2,080,883 $891,486 $453,026 $274,435 $3,699,830
========== ======== ======== ======== ==========
</TABLE>
See accompanying Notes to Financial Statements.
4
<PAGE>
SILICON VALLEY BANK 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
(FORMERLY SILICON VALLEY BANK 401(k) PLAN)
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1995
<TABLE>
<CAPTION>
Guaranteed Money
Investment Small Market AIM
Contract Equity Company International Account Constellation
------------ ------------ ---------- -------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributable to:
Investment income:
Interest and dividends $ 44,354 -- -- -- $ 46,397 $ 47,654
Net appreciation in value
of investments -- $ 82,536 $ 19,937 $ (2,399) -- 30,926
----------- ----------- --------- --------- -------- ----------
Total investment income 44,354 82,536 19,937 (2,399) 46,397 78,580
----------- ----------- --------- --------- -------- ----------
Contributions:
Employer 37,482 26,800 24,481 23,037 -- 59,675
Employee 60,423 37,575 32,975 28,860 -- 267,677
Rollovers 64,069 2,868 1,561 2,822 -- 38,452
----------- ----------- --------- --------- -------- ----------
Total net contributions 161,974 67,243 59,017 54,719 -- 365,804
----------- ----------- --------- --------- -------- ----------
Total additions 206,328 149,779 78,954 52,320 46,397 444,384
----------- ----------- --------- --------- -------- ----------
Deductions from net assets
attributable to:
Participant withdrawals 126,184 25,309 9,123 3,124 11,090 20,663
Administrative expenses -- -- -- -- -- 198
----------- ----------- --------- --------- -------- ----------
Total deductions 126,184 25,309 9,123 3,124 11,090 20,861
----------- ----------- --------- --------- -------- ----------
Transfer of net assets from
merged plan -- -- -- -- 191,505 --
----------- ----------- --------- --------- -------- ----------
Net increase prior to interfund
transfers 80,144 124,470 69,831 49,196 226,812 423,523
Interfund transfers (2,161,027) (1,015,956) (522,857) (323,631) 40,541 1,064,243
----------- ----------- --------- --------- -------- ----------
Net (decrease) increase (2,080,883) (891,486) (453,026) (274,435) 267,353 1,487,766
Net assets available for benefits:
Beginning of year 2,080,883 891,486 453,026 274,435 -- --
----------- ----------- --------- --------- -------- ----------
End of year $ -- $ -- $ -- $ -- $267,353 $1,487,766
=========== =========== ========= ========= ======== ==========
</TABLE>
5
<PAGE>
SILICON VALLEY BANK 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
(FORMERLY SILICON VALLEY BANK 401(k) PLAN)
Statement of Changes in Net Assets Available for Benefits (continued)
Year ended December 31, 1995
<TABLE>
<CAPTION>
U.S.
S&P 500 Treasury Lifepath Lifepath Lifepath Lifepath
Stock Allocation 2000 2010 2020 2030
----- ---------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributable to:
Investment income:
Interest and dividends $ 80 $ 21 $ 13 $ 13 $ 49 --
Net appreciation in value of investments 148,359 44,798 6,140 16,766 28,308 $ 17,406
---------- -------- -------- -------- -------- --------
Total investment income 148,439 44,819 6,153 16,779 28,357 17,406
---------- -------- -------- -------- -------- --------
Contributions:
Employer 47,464 29,011 4,581 5,544 6,342 6,210
Employee 237,292 103,290 12,362 32,445 56,005 39,331
Rollovers 46,839 39,894 6,878 14,324 5,022 8,700
---------- -------- -------- -------- -------- --------
Total net contributions 331,595 172,195 23,821 52,313 67,369 54,241
---------- -------- -------- -------- -------- --------
Total additions 480,034 217,014 29,974 69,092 95,726 71,647
---------- -------- -------- -------- -------- --------
Deductions from net assets attributable to:
Participant withdrawals 44,074 112,044 63 -- 6,958 5,275
Administrative expenses 180 242 24 20 37 30
---------- -------- -------- -------- -------- --------
Total deductions 44,254 112,286 87 20 6,995 5,305
---------- -------- -------- -------- -------- --------
Transfer of net assets from merged plan -- -- -- -- -- --
---------- -------- -------- -------- -------- --------
Net increase prior to interfund transfers 435,780 104,728 29,887 69,072 88,731 66,342
Interfund transfers 958,670 885,329 97,089 180,905 269,764 146,547
---------- -------- -------- -------- -------- --------
Net (decrease) increase 1,394,450 990,057 126,976 249,977 358,495 212,889
Net assets available for benefits:
Beginning of year -- -- -- -- -- --
---------- -------- -------- -------- -------- --------
End of year $1,394,450 $990,057 $126,976 $249,977 $358,495 $212,889
========== ======== ======== ======== ======== ========
</TABLE>
6
<PAGE>
SILICON VALLEY BANK 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
(FORMERLY SILICON VALLEY BANK 401(k) PLAN)
Statement of Changes in Net Assets Available for Benefits (continued)
Year ended December 31, 1995
<TABLE>
<CAPTION>
Silicon
Valley Participant
Lifepath Bancshares Loan
2040 Common Stock Account Other Total
-------- ------------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
Additions to net assets attributable to:
Investment income:
Interest and dividends -- $ 33 $ 9,261 -- $ 147,875
Net appreciation in value of investments $ 18,335 4,140,294 -- -- 4,551,406
-------- ----------- ----------- --------- -----------
Total investment income 18,335 4,140,327 9,261 -- 4,699,281
-------- ----------- ----------- --------- -----------
Contributions:
Employer 8,790 1,532,884 -- $ (9,138) 1,803,163
Employee 35,558 57,764 -- (231,589) 769,968
Rollovers 4,303 19,177 -- -- 254,909
-------- ----------- ----------- --------- -----------
Total net contributions 48,651 1,609,825 -- (240,727) 2,828,040
-------- ----------- ----------- --------- -----------
Total additions 66,986 5,750,152 9,261 (240,727) 7,527,321
-------- ----------- ----------- --------- -----------
Deductions from net assets attributable to:
Participant withdrawals 3,209 1,164,338 12,924 -- 1,544,378
Administrative expenses 31 567 -- -- 1,329
-------- ----------- ----------- --------- -----------
Total deductions 3,240 1,164,905 12,924 -- 1,545,707
-------- ----------- ----------- --------- -----------
Transfer of net assets from merged plan -- 6,747,094 -- -- 6,938,599
-------- ----------- ----------- --------- -----------
Net increase prior to interfund transfers 63,746 11,332,341 (3,663) (240,727) 12,920,213
Interfund transfers 127,188 (35,401) 288,596 -- --
-------- ----------- ----------- --------- -----------
Net (decrease) increase 190,934 11,296,940 284,933 (240,727) 12,920,213
Net assets available for benefits:
Beginning of year -- -- -- -- 3,699,830
-------- ----------- ----------- --------- -----------
End of year $190,934 $11,296,940 $284,933 $(240,727) $16,620,043
======== =========== =========== ========= ===========
</TABLE>
See accompanying Notes to Financial Statements.
7
<PAGE>
SILICON VALLEY BANK 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Notes to Financial Statements
(1) DESCRIPTION OF PLAN
The following description of the Silicon Valley Bank 401(k) and Employee
Stock Ownership Plan (formerly Silicon Valley Bank 401(k) Plan) (the "Plan")
provides only general information. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
(a) General
--- -------
The Plan was established by Silicon Valley Bank (the "Company") on January
1, 1985. Effective March 1, 1995, the Silicon Valley Bancshares Employee
Stock Ownership Plan (the "ESOP"), established January 1, 1989, was merged
into the Silicon Valley Bank 401(k) Plan. The merged Plan was restated and
renamed the Silicon Valley Bank 401(k) and Employee Stock Ownership Plan.
The Plan is intended to constitute a qualified profit sharing plan, as
described in Section 401(a) of the Internal Revenue Code ("IRC"), which
includes a qualified cash or deferred arrangement as described in section
401(k) of the IRC, and which also includes an employee stock ownership plan
as described in section 4975(e)(7) of the IRC. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
(b) Administration of Plan
--- ----------------------
Silicon Valley Bank is the Plan sponsor and administrator. Management and
administration of the Plan is the responsibility of a committee appointed by
the Company.
Effective March 1, 1995, the Company contracted with Wells Fargo Bank, N.A.,
("Wells Fargo") to act as trustee and custodian of the Plan. Prior to
March 1, 1995, the custodian was Massachusetts Mutual Life Insurance Company
("Mass Mutual").
(c) Eligibility
--- -----------
All Plan participants before the merger of the Plan continued their
eligibility to participate. Other eligible employees became Plan
participants on March 1, 1995 or thereafter, will become Plan participants
on the first day of the calendar quarter after the date the participant
attains age 18, and completes one hour of service.
(d) Contributions
--- -------------
Participants are allowed to contribute up to 15% of their pretax
compensation, as defined in the Plan, up to the amount allowable under the
current federal income tax regulations ($9,240 for 1994 and 1995). Upon
approval by the committee, participants may also roll over amounts
representing distributions from other qualified plans.
The Company is allowed to make matching contributions as defined by the
Plan. The Company may match up to 100% of each participant's contributions
up to a maximum of $1,000 per year.
8
<PAGE>
SILICON VALLEY BANK 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Notes to Financial Statements Continued
Discretionary ESOP contributions made by the Company are allocated amongst
the Plan participants based upon each eligible participant's cash
compensation excluding incentive pay but including IRC Section 401(k) and
Section 125 deferrals (collectively "Pay"). ESOP contributions, which are
based on Company performance, may range between 0% and 10% of Pay. In 1995,
a 10% contribution was made for all participants actively employed on
December 31, 1995. In March, 1996, the Plan administrative committee adopted
a Money Purchase Pension Plan ("MPP Plan"), effective January 1, 1995, for
the guaranteed 5% quarterly contributions formerly made to the ESOP. The net
assets for the new MPP Plan in the amount of $1,057,569 as of December 31,
1995 were held in the same trust as the Plan until a new trust for the MPP
Plan was established in May, 1996. The Plan was amended to delete the
guaranteed 5% quarterly contribution retroactive to January 1, 1995, as it
is now included in the MPP Plan.
(e) Participant Accounts
--- --------------------
Each participant's account is credited with the participant's contributions
and allocations of (a) the Company's contributions, (b) forfeitures from
terminated participants' nonvested accounts, and (c) Plan earnings.
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's vested account balance.
(f) Vesting
--- -------
Participants are immediately vested in their contributions plus actual
earnings thereon. Prior to March 1, 1995, vesting was based on a three year
schedule for the 401(k) Plan and a five year schedule for the ESOP. When the
plans merged, a "Prior Match" account was created for existing match
balances as of March 1, 1995. These balances became fully vested on March 1,
1995. Vesting in the Company's match and ESOP contributions, plus actual
earnings thereon, subsequent to March 1, 1995 is based on years of service,
as defined in the Plan, in accordance with the following schedule:
Years of Vesting Vested
Service Percentage
------- ----------
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
In addition, a participant's account becomes fully vested upon attaining
normal retirement date while employed, upon termination due to a reduction
in force, or upon death or disability. Forfeitures from nonvested accounts
are used first to restore previously forfeited amounts of rehired
participants' accounts and are then allocated to remaining participants in
accordance with the Plan.
9
<PAGE>
SILICON VALLEY BANK 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Notes to Financial Statements Continued
(g) Investment Funds
--- ----------------
Beginning March 1, 1995, participants may direct the investment of their
Plan assets in any of nine investment options, except for the ESOP
contributions which are directed by the Plan administrator. Investment
options, with the exception of the AIM Constellation Fund, are managed by
Wells Fargo MasterWorks, and provide varying degrees of risk and return. The
fund choices are: U.S. Treasury Allocation Fund; AIM Constellation Fund; S&P
500 Stock Fund; Five LifePath Series Funds; and, the Silicon Valley
Bancshares Common Stock Fund. Participants may elect to invest in any of the
funds in increments of 1% of their total contribution amounts, except that
contributions allocated to the Silicon Valley Bancshares Common Stock Fund
are limited to 25% of the amount available to direct. Earnings or losses on
these investments are applied to participants' accounts as of the end of
each day.
The ESOP assets are currently invested in the Silicon Valley Bancshares
Common Stock Fund.
Amounts invested in the Silicon Valley Bancshares Common Stock Fund which
are participant directed amounted to $312,459 at December 31, 1995.
Prior to March 1, 1995, investments of the former 401(k) Plan were held by
Mass Mutual and invested in mutual funds or guaranteed deposits with Mass
Mutual based solely upon instructions received from participants. Plan
assets were valued at contract or fair value as of the last day of the Plan
year, as measured per the terms of the contract or by quoted market prices.
In May 1995, the Mass Mutual Guaranteed Investment Contract was liquidated
and the Company paid the market value adjustment of approximately $52,000
and deposited all funds into the merged Plan.
(h) Participant Loans
--- -----------------
Effective March 1, 1995, participants may borrow from the total of their
Plan contributions, including their rollover contributions, plus earnings
thereon, an amount equal to a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50% of their total vested account balance. Loan
transactions are treated as a transfer from (to) the investment funds to
(from) the Loan Fund. Loan terms may be up to five years for personal loans
or up to 10 years for the purchase of a primary residence. The loans are
secured by the balance in the participant's account and bear interest at the
trustee's prime rate, plus 1%. Principal and interest are paid ratably
through semi-monthly payroll deductions.
(i) Payment of Benefits
--- -------------------
On termination of employment or termination of service due to death,
disability or retirement, a participant may elect to receive either a lump
sum amount equal to the value of the participant's vested interest in his or
her account, distributions in annual installments or in the form of an
annuity, or may leave their assets in the Plan until the participant elects
a form of distribution. If the account balance is $3,500 or less,
distribution payment options are limited to a single lump sum.
10
<PAGE>
SILICON VALLEY BANK 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Notes to Financial Statements Continued
(2) SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation
---------------------
The financial statements of the Plan are prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles. The
preparation of the financial statements in conformity with generally
accepted accounting principles requires Plan management to make certain
estimates and assumptions that affect the financial statements. Actual
results could differ from those estimates.
Administrative Expenses
-----------------------
Plan administrative expenses may be paid by the Company and any such
expenses not paid by Company shall be paid by the Plan. Substantially all of
the Plan's expenses were paid by the Company for 1995.
Investment Valuation and Income Recognition
-------------------------------------------
The Plan's investments are stated at fair value except for its guaranteed
investment contract which is valued at contract value. Mutual funds, shares
of collective investment funds, pooled separate accounts and money market
funds are valued at quoted market prices which represent the net asset value
of shares held by the Plan at year-end. The Silicon Valley Bancshares Common
Stock Fund is valued at its quoted market price. Participant loans are
valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividend income is
recorded on the ex-dividend date.
Payments of Benefits
--------------------
Benefits are recorded when paid.
(3) RELATED PARTY TRANSACTIONS
Silicon Valley Bank is the administrator as defined by the Plan and,
therefore, all Silicon Valley Bancshares Common stock transactions qualify
as exempt party-in-interest transactions. Certain Plan investments are
shares of investment funds managed by Wells Fargo and Mass Mutual. Wells
Fargo is the current trustee and custodian and Mass Mutual was the former
custodian as defined by the Plan and, therefore, these transactions qualify
as exempt party-in-interest transactions.
(4) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
to terminate the Plan or discontinue contributions, in accordance with the
Plan document and under the provisions of ERISA, at any time and for any
reason. In the event of Plan termination, participants will become fully
vested in their Company match and ESOP accounts.
11
<PAGE>
SILICON VALLEY BANK 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Notes to Financial Statements Continued
(5) TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated June 21, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code. As noted
herein, the Plan has been amended since receiving the determination letter.
However, the Plan administrator, based upon the advice of legal counsel,
believes that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC. Accordingly, no
provision for income taxes is reflected in the accompanying financial
statements. The Plan has made application for a favorable determination
letter indicating that the amended Plan and related trust are designed in
accordance with applicable sections of the IRC. Certain participants'
contributions in 1995 exceeded the annual addition limits imposed by the
IRC. These excess contributions have been returned to the participants as
taxable wages in 1996.
(6) SALE OF WELLS FARGO MASTERWORKS
Effective January 1, 1996, Barclays Bank PLC and certain of its affiliates
("Barclays") acquired the 401(k) MasterWorks division of Wells Fargo, the
assets and liabilities of which were transferred to Wells Fargo
Institutional Trust Company, N.A. ("WFITC"). In addition, Barclays acquired
WFITC. The name WFITC was changed to BZW Barclays Global Investors, N.A.
effective January 1, 1996, on account of the change in ownership. These
financial statements will refer to the 401(k) MasterWorks Division of Wells
Fargo, WFITC, and their respective collective trust funds by the names used
prior to the Barclays acquisition since the financial statements cover
January 1, 1994 through December 31, 1995. The Company expects that BZW
Barclays Global Investors, N.A. MasterWorks Division will continue as the
Plan's trustee and custodian and continue to provide recordkeeping and
investment management services for the Plan.
12
<PAGE>
SCHEDULE 1
----------
SILICON VALLEY BANK 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
(FORMERLY SILICON VALLEY BANK 401(k) PLAN)
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Description Number of
Issuer of investments units held Cost Value
------ -------------- ---------- ---- -----
<S> <C> <C> <C> <C>
Collective investment funds:
Wells Fargo Bank* S&P 500 Stock Fund 61,783 $ 1,252,376 $ 1,394,450
Wells Fargo Bank* U.S. Treasury Allocation 65,503 953,187 990,057
Wells Fargo Bank* Lifepath 2000 11,148 120,984 126,976
Wells Fargo Bank* Lifepath 2010 20,936 233,585 249,977
Wells Fargo Bank* Lifepath 2020 29,051 330,900 358,495
Wells Fargo Bank* Lifepath 2030 16,869 196,054 212,889
Wells Fargo Bank* Lifepath 2040 14,767 173,525 190,934
----------- -----------
3,260,611 3,523,778
AIM Equity Funds Inc. Mutual Funds:
AIM Constellation 66,094 1,463,704 1,487,766
Silicon Valley Bancshares* Silicon Valley Bancshares Common
Stock Fund 581,453 5,978,296 9,736,623
Wells Fargo Bank* Money Market Fund 267,353 267,353
Participants Participant Loans (interest rates
ranging from 9.75% to 10%) 39 284,933 284,933
----------- -----------
$11,254,897 $15,300,453
=========== ===========
</TABLE>
*Party-in-interest transaction (not a prohibited transaction)
13
<PAGE>
SCHEDULE 2
----------
SILICON VALLEY BANK 401(k) AND
EMPLOYEE STOCK OWNERSHIP PLAN
(FORMERLY SILICON VALLEY BANK 401(k) PLAN)
Item 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1995
<TABLE>
<CAPTION>
Purchases Sales
------------------- -------------------------------------------------
Number of Number of Related
Issuer Series of transactions transactions Amount transactions Amount Cost Gain/(Loss)
------ ---------------------- ------------ ------ ------------ ------ ---- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Mass Mutual* Guaranteed Investment Contract 17 $ 172,303 12 $2,244,145 $2,296,474 $(52,329)
Mass Mutual* Equity Fund 12 83,932 15 1,057,952 1,057,952 --
Mass Mutual* Small Company Fund 9 60,307 17 533,270 533,270 --
Mass Mutual* International Fund 9 55,155 14 327,191 327,191 --
AIM Equity Funds Inc. AIM Constellation 52 1,578,409 38 121,569 114,704 6,865
Wells Fargo Bank* S&P 500 Stock 51 1,379,359 37 133,267 126,983 6,284
Wells Fargo Bank* U.S. Treasury Allocation 32 1,397,361 47 452,103 444,175 7,928
Wells Fargo Bank* Lifepath 2000 23 127,134 10 6,296 6,150 146
Wells Fargo Bank* Lifepath 2010 24 250,744 6 17,533 17,159 374
Wells Fargo Bank* Lifepath 2020 32 349,021 11 18,835 18,122 713
Wells Fargo Bank* Lifepath 2030 24 208,413 14 12,935 12,365 570
Wells Fargo Bank* Lifepath 2040 34 191,162 15 18,565 17,637 928
Silicon Valley Silicon Valley Bancshares
Bancshares* Common Stock 29 7,728,813 26 2,234,156 1,750,517 483,639
</TABLE>
*Party-in-interest transaction (not a prohibited transaction)
14
<PAGE>
EXHIBITS
23.1 Consent of Independent Auditors
15
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
- --------
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
SILICON VALLEY BANCSHARES
Date: November 19, 1996 /s/ Jeannine Boettcher
----------------------
Jeannine Boettcher
Vice President and Plan Administrator
16
<PAGE>
Silicon Valley Bank
The Administrative Committee:
We consent to the incorporation by reference in the registration statement No.
33-60467 on Form S-8 of Silicon Valley Bancshares of our report dated October
11, 1996 related to the statements of net assets available for plan benefits of
the Silicon Valley Bank 401(k) and Employee Stock Ownership Plan as of December
31, 1995 and 1994, the related statement of changes in net assets available for
plan benefits for the year ended December 31, 1995 and the related supplemental
schedules, which report appears in the December 31, 1995 annual report on Form
11-K of Silicon Valley Bank 401(k) and Employee Stock Ownership Plan.
/s/ KPMG Peat Marwick LLP
-------------------------
San Francisco, California
November 15, 1996
17
