<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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 [NO 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 33-41102
____________________________
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 16 pages.
1
<PAGE>
TABLE OF CONTENTS
Page
----
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 4
WITH FUND INFORMATION, DECEMBER 31, 1996 AND 1995
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 6
WITH FUND INFORMATION, YEAR ENDED DECEMBER 31, 1996
NOTES TO FINANCIAL STATEMENTS 7
SIGNATURES 15
EXHIBITS 16
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,
1996 and 1995 and the related statement of changes in net assets available
for benefits for the year ended December 31, 1996. 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, 1996 and 1995 and the changes in net assets available for
benefits for the year ended December 31, 1996 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 fund information in the statements
of net assets available for benefits and the statement of changes in net
assets available for benefits is 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 fund
information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is 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
June 27, 1997
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 with Fund Information
Years Ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
December 31, 1996 Money AIM U.S.
Market Constel- S&P 500 Treasury Lifepath Lifepath Lifepath Lifepath
Assets Account lation Stock Allocation 2000 2010 2020 2030
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Plan interest in Silicon
Valley Bank Retirement
Plans Master Trust $213,021 $2,119,269 $1,973,618 $860,510 $122,457 $291,504 $452,761 $276,492
-------- ---------- ---------- -------- -------- -------- -------- --------
Total investments 213,021 2,119,269 1,973,618 860,510 122,457 291,504 452,761 276,492
-------- ---------- ---------- -------- -------- -------- -------- --------
Receivables:
Participants' contributions - 48 337 - - - - -
Employer's contributions - 444 853 212 10 2 29 36
-------- ---------- ---------- -------- -------- -------- -------- --------
Total receivables - 492 1,190 212 10 2 29 36
-------- ---------- ---------- -------- -------- -------- -------- --------
Total assets 213,021 2,119,761 1,974,808 860,722 122,467 291,506 452,790 276,528
Liabilities
- -----------
Excess contributions payable - (3,454) (447) (79) - (140) - (44)
-------- ---------- ---------- -------- -------- -------- -------- --------
Net assets available for
benefits $213,021 $2,116,307 $1,974,361 $860,643 $122,467 $291,366 $452,790 $276,484
-------- ---------- ---------- -------- -------- -------- -------- --------
-------- ---------- ---------- -------- -------- -------- -------- --------
<CAPTION>
U.S. Silicon Valley
December 31, 1996 Gov't Bancshares Participant
Lifepath Money Common Loan
Assets 2040 Market Stock Account Other Total
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Plan interest in Silicon
Valley Bank Retirement
Plans Master Trust $317,728 $29,299 $14,514,422 $445,942 - $21,617,023
-------- ------- ----------- -------- ----- -----------
Total investments 317,728 29,299 14,514,422 445,942 - 21,617,023
-------- ------- ----------- -------- ----- -----------
Receivables:
Participants' contributions - - - - - 385
Employer's contributions 69 - 1,630,871 - - 1,632,526
-------- ------- ----------- -------- ----- -----------
Total receivables 69 - 1,630,871 - - 1,632,911
-------- ------- ----------- -------- ----- -----------
Total assets 317,797 29,299 16,145,293 445,942 - 23,249,934
Liabilities
- -----------
Excess contributions payable - (182) - - - (4,346)
-------- ------- ----------- -------- ----- -----------
Net assets available for
benefits $317,797 $29,117 $16,145,293 $445,942 - $23,245,588
-------- ------- ----------- -------- ----- -----------
-------- ------- ----------- -------- ----- -----------
</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)
Statements of Net Assets Available for Benefits with Fund Information
Years Ended December 31, 1996 and 1995 (Continued)
<TABLE>
<CAPTION>
December 31, 1995 Money AIM U.S.
Market Constel- S&P 500 Treasury Lifepath Lifepath Lifepath Lifepath
Assets Account lation Stock Allocation 2000 2010 2020 2030
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Money market funds $267,353 - - - - - - -
Collective investment funds - - $1,394,450 $990,057 $126,976 $249,977 $358,495 $212,889
Mutual funds - $1,487,766 - - - - - -
Silicon Valley Bancshares
Common Stock Fund - - - - - - - -
-------- ---------- ---------- -------- -------- -------- -------- --------
Total investments 267,353 1,487,766 1,394,450 990,057 126,976 249,977 358,495 212,889
-------- ---------- ---------- -------- -------- -------- -------- --------
Receivables:
Participant loans - - - - - - - -
Employer's contributions - - - - - - - -
-------- ---------- ---------- -------- -------- -------- -------- --------
Total receivables - - - - - - - -
-------- ---------- ---------- -------- -------- -------- -------- --------
Total assets 267,353 1,487,766 1,394,450 990,057 126,976 249,977 358,495 212,889
Liabilities
- -----------
Excess contributions payable - - - - - - - -
-------- ---------- ---------- -------- -------- -------- -------- --------
Net assets available for
benefits $267,353 $1,487,766 $1,394,450 $990,057 $126,976 $249,977 $358,495 $212,889
-------- ---------- ---------- -------- -------- -------- -------- --------
-------- ---------- ---------- -------- -------- -------- -------- --------
<CAPTION>
U.S. Silicon Valley
December 31, 1995 Gov't Bancshares Participant
Lifepath Money Common Loan
Assets 2040 Market Stock Account Other Total
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Money market funds - - - - - $ 267,353
Collective investment funds $190,934 - - - - 3,523,778
Mutual funds - - - - - 1,487,766
Silicon Valley Bancshares
Common Stock Fund - - $ 9,736,623 - - 9,736,623
-------- ------- ------------ -------- ----- -----------
Total investments 190,934 - 9,736,623 - - 15,015,520
-------- ------- ------------ -------- ----- -----------
Receivables:
Participant loans - - - $284,933 - 284,933
Employer's contributions - - 1,560,317 - - 1,560,317
-------- ------- ------------ -------- ----- -----------
Total receivables - - 1,560,317 284,933 - 1,845,250
-------- ------- ------------ -------- ----- -----------
Total assets 190,934 - 11,296,940 284,933 - 16,860,770
Liabilities
- -----------
Excess contributions payable - - - - $(240,727) (240,727)
-------- ------- ------------ -------- ----- -----------
Net assets available for
benefits $190,934 - $11,296,940 $284,933 $(240,727) $16,620,043
-------- ------- ------------ -------- ----- -----------
-------- ------- ------------ -------- ----- -----------
</TABLE>
See accompanying notes to financial statements.
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 with Fund Information
Year Ended December 31, 1996
<TABLE>
<CAPTION>
December 31, 1995 Money AIM U.S.
Market Constel- S&P 500 Treasury Lifepath Lifepath Lifepath Lifepath
Assets Account lation Stock Allocation 2000 2010 2020 2030
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Plan interest in Silicon
Valley Bank Retirement
Plans Master Trust $ 8,441 $ 226,984 $ 352,294 $ 35,885 $ 7,345 $ 26,872 $ 51,847 $ 34,542
-------- ---------- ---------- -------- -------- -------- -------- ---------
Total investment income 8,441 226,984 352,294 35,885 7,345 26,872 51,847 34,542
-------- ---------- ---------- -------- -------- -------- -------- ---------
Contributions:
Employer 15,054 99,918 81,523 40,160 5,160 10,886 17,067 12,179
Participants - 281,381 242,903 95,073 12,610 30,071 53,883 37,188
Rollovers - 135,537 61,069 5,592 235 235 5,376 2,355
-------- ---------- ---------- -------- -------- -------- -------- ---------
Total contributions 15,054 516,836 385,495 140,825 18,005 41,192 76,326 51,722
-------- ---------- ---------- -------- -------- -------- -------- ---------
Total additions 23,495 743,820 737,789 176,710 25,350 68,064 128,173 86,264
-------- ---------- ---------- -------- -------- -------- -------- ---------
Deductions from net assets
Attributed to:
Benefits paid to participants 32,628 67,712 64,643 141,427 2,190 586 4,983 2,074
Administrative expenses 447 811 602 1,035 39 90 131 118
-------- ---------- ---------- -------- -------- -------- -------- ---------
Total deductions 33,075 68,523 65,245 142,462 2,229 676 5,114 2,192
-------- ---------- ---------- -------- -------- -------- -------- ---------
Net increase (decrease) prior to
interfund transfers (9,580) 675,297 672,544 34,248 23,121 67,388 123,059 84,072
Interfund transfers (44,752) (46,756) (92,633) (163,662) (27,630) (25,999) (28,764) (20,477)
-------- ---------- ---------- -------- -------- -------- -------- ---------
Net increase (decrease) (54,332) 628,541 579,911 (129,414) (4,509) 41,389 94,295 63,595
Net assets available for
benefits:
Beginning of year 267,353 1,487,766 1,394,450 990,057 126,976 249,977 358,495 212,889
-------- ---------- ---------- -------- -------- -------- -------- ---------
End of year $213,021 $2,116,307 $1,974,361 $860,643 $122,467 $291,366 $452,790 $276,484
-------- ---------- ---------- -------- -------- -------- -------- ---------
-------- ---------- ---------- -------- -------- -------- -------- ---------
<CAPTION>
U.S. Silicon Valley
December 31, 1995 Gov't Bancshares Participant
Lifepath Money Common Loan 1996
Assets 2040 Market Stock Account Other Total
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Plan interest in Silicon
Valley Bank Retirement
Plans Master Trust $ 42,832 $ 103 $ 3,788,543 $ 32,243 - $ 4,607,931
--------- --------- ------------ --------- -------- ------------
Total investment income 42,832 103 3,788,543 32,243 - 4,607,931
--------- --------- ------------ --------- -------- ------------
Contributions:
Employer 15,093 351 1,657,430 - - 1,954,821
Participants 39,002 885 55,584 - - 848,580
Rollovers 18,860 2,639 19,859 - - 251,757
--------- --------- ------------ --------- -------- ------------
Total contributions 72,955 3,875 1,732,873 - - 3,055,158
--------- --------- ------------ --------- -------- ------------
Total additions 115,787 3,978 5,521,416 32,243 - 7,663,089
--------- --------- ------------ --------- -------- ------------
Deductions from net assets
Attributed to:
Benefits paid to participants 2,755 16,446 674,670 21,336 - 1,031,450
Administrative expenses 176 - 2,645 - - 6,094
--------- --------- ------------ --------- -------- ------------
Total deductions 2,931 16,446 677,315 21,336 - 1,037,544
--------- --------- ------------ --------- -------- ------------
Net increase (decrease) prior to
interfund transfers 112,856 (12,468) 4,844,101 10,907 - 6,625,545
Interfund transfers 14,007 41,585 4,252 150,102 $ 240,727 -
--------- --------- ------------ --------- -------- ------------
Net increase (decrease) 126,863 29,117 4,848,353 161,009 240,727 6,625,545
Net assets available for
benefits:
Beginning of year 190,934 - 11,296,940 284,933 (240,727) 16,620,043
--------- --------- ------------ --------- -------- ------------
End of year $317,797 $29,117 $16,145,293 $445,942 - $23,245,588
--------- --------- ------------ --------- -------- ------------
--------- --------- ------------ --------- -------- ------------
</TABLE>
See accompanying notes to financial statements.
6
<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 the 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 is a defined contribution plan established by Silicon Valley Bank
(the "Company") on January 1, 1985. Effective March 1, 1995, the Silicon
Valley Bancshares Employee Stock Ownership Plan (the "former ESOP") was
merged with 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"). Effective January 1, 1996, all of the
assets in the Plan were included in the Silicon Valley Bank Retirement
Plans Master Trust (the "Master Trust"), held by Barclays Global Investors,
N.A. ("BGI").
(b) ADMINISTRATION OF PLAN
The Company is the Plan sponsor and administrator. Management and
administration of the Plan is the responsibility of a committee appointed
by the Company. Prior to March 1, 1995, the custodian of the Plan was
Massachusetts Mutual Life Insurance Company ("Mass Mutual"). Effective
March 1, 1995, the Company contracted with Wells Fargo Bank, N.A. to act as
trustee and custodian of the Plan. Effective January 1, 1996, BGI
(formerly BZW Barclays Global Investors, N.A.) acquired Wells Fargo Bank's
MasterWorks Division. As a result of the acquisition, the agreements
between the Company and Wells Fargo Bank, N.A. relating to the Plan were
transferred to BGI.
(c) ELIGIBILITY
All participants in the Plan and the former ESOP continued their
eligibility to participate in the Plan subsequent to the merger. Other
eligible employees became Plan participants on March 1, 1995 or 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 as an employee
of the Company.
(d) CONTRIBUTIONS
Participants were allowed to contribute up to 5% and 15% of their pre-tax
compensation in 1996 and 1995, respectively, as defined in the Plan, up to
the maximum amount allowable under federal income tax regulations ($9,500
for 1996 and $9,240 for 1995). Upon approval by the Plan
7 (Continued)
<PAGE>
SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Notes to Financial Statements
administrator, participants are permitted to roll into the Plan
distributions from other qualified defined benefit or defined
contribution plans.
The Company may, at its discretion, make matching 401(k) contributions as
defined in the Plan. The Company may match up to 100% of each participant's
contributions up to a maximum of $1,000 per year.
Discretionary ESOP contributions made by the Company to the Plan are
allocated among the Plan participants based upon each eligible
participant's cash compensation excluding incentive pay and, in 1996, also
excluding IRC Section 401(k) and Section 125 deferrals (collectively
"Pay"). In 1995, IRC Section 401(k) and Section 125 deferrals were included
in Pay for allocation purposes. Discretionary ESOP contributions, which
are based on Company performance, may range between 0% and 10% of Pay. In
1996 and 1995, discretionary ESOP contributions of 9.72% and 10%,
respectively, were made for all participants employed by the Company on the
last day of each year. In March 1996, the Company adopted a Money Purchase
Pension Plan (the "MPP Plan"), which was effective January 1, 1995. 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. The
net assets for the MPP Plan in the amount of $1,057,569 as of December 31,
1995 were held in the same trust as the Plan until the Master Trust was
established effective January 1, 1996.
(e) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions
and allocations of (a) the Company's contributions and (b) Plan earnings.
Allocations are based on participant earnings or account balances, as
defined in the Plan. In 1995, each participant's account was also credited
with an allocation of forfeitures from terminated participants' nonvested
accounts. Certain fees may be charged to participant accounts, as defined
in the Plan. 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 Plan and a five year schedule for the former ESOP. When
the plans merged, a "prior match" account was created for existing 401(k)
match balances as of March 1, 1995. These balances became fully vested on
March 1, 1995. Vesting in the Company's 401(k) matching and discretionary
ESOP contributions, the 1995 and prior allocations of forfeitures from
terminated participants' nonvested accounts, plus actual
8 (Continued)
<PAGE>
SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Notes to Financial Statements
earnings thereon, subsequent to March 1, 1995 is based on years of service,
as defined in the Plan, in accordance with the following schedule:
Vested
Years of 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 by the Company, upon termination by
the Company due to a reduction in force, or upon death or disability.
Effective July 18, 1996, the Plan was amended so that a participant's
account also becomes fully vested upon a covered termination, as defined in
the Plan.
(g) FORFEITED ACCOUNTS
Effective January 1, 1996, forfeited balances of terminated participants'
nonvested accounts are used first to restore previously forfeited amounts
of rehired participants' accounts and are then used to reduce future
Company contributions to the Plan. Previously, forfeited balances of
terminated participants' nonvested accounts were used first to restore
previously forfeited amounts of rehired participants' accounts and were
then allocated to remaining participants in accordance with the Plan.
Forfeited nonvested accounts totaled $213,021 and $267,353 at December 31,
1996 and 1995, respectively. During 1996, Company contributions to the Plan
were reduced by $41,098 due to forfeitures from nonvested accounts. The
remaining forfeiture balance at December 31, 1996 of $213,021 will be used
to reduce future Company contributions to the Plan. The forfeiture balance
at December 31, 1995 of $267,353 was allocated to participants in
accordance with the Plan provisions in effect in 1995.
(h) INVESTMENT OPTIONS
Beginning March 1, 1995, participants may direct the investment of their
Plan assets in any of the Plan's investment options, except for the ESOP.
ESOP contributions are directed by the Plan administrator. Investment
options, with the exception of the AIM Constellation Fund, are managed by
BGI, and provide varying degrees of risk and return. The AIM Constellation
Fund is managed by AIM Equity Funds, Inc. The fund choices at December 31,
1996 were:
a. U.S. Treasury Allocation Fund - Funds are invested in U.S. Treasury
bonds and notes, money market securities and U.S. Treasury bills.
b. AIM Constellation Fund - Funds are invested primarily in the stocks of
small and medium-size companies.
9 (Continued)
<PAGE>
SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Notes to Financial Statements
c. S&P 500 Stock Fund - Funds are invested in the stocks of a broad
array of established U.S. companies, seeking to approximate, as
closely as practicable, the capitalization-weighted total rate of
return of the Standard & Poors 500 Index.
d. LifePath Series Funds (5) - Each LifePath fund contains a target year,
referring to the year when investors plan to either retire or begin to
withdraw portions of their investment. Each fund accepts higher risk
early on, and adjusts its asset mix to lower-risk investments over
time as the target year approaches. The funds invest in domestic and
international stocks, bonds and money market securities.
In 1995, Plan investment fund options included the Stagecoach LifePath
series funds, which were trademarks of Wells Fargo Nikko Investments.
Effective January 1, 1996, these investment options became the
MasterWorks LifePath series funds, which are trademarks of BGI.
e. U.S. Government Money Market Fund - Funds are invested primarily in
short-term U.S. Treasury and U.S. government agency securities with
maturities of less than three months.
f. Silicon Valley Bancshares Common Stock Fund - Funds are invested
primarily in common stock of the Company.
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 for each participant to direct. A participant's investment
choices and percentage increments for the Plan are the same as that
participant's investment choices and percentage increments as directed by
that participant under the MPP Plan. Earnings or losses on these
investments are applied to participants' accounts as of the end of each
day. Participants may change their investment elections under the Plan and
the MPP Plan at any time.
All ESOP contributions are invested in the Silicon Valley Bancshares Common
Stock Fund.
10 (Continued)
<PAGE>
SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Notes to Financial Statements
The following table provides information on participant-directed and non-
participant-directed activity in 1996 for the Silicon Valley Bancshares
Common Stock Fund:
<TABLE>
<CAPTION>
Participant- Non-Participant-
Directed Directed Total
---------------------------------------------------
<S> <C> <C> <C>
Balance at January 1, 1996 $312,459 $10,984,481 $11,296,940
Net appreciation in
fair value of investments 129,186 3,659,357 3,788,543
Employer contributions 26,559 1,630,871 1,657,430
Participant contributions 55,584 - 55,584
Rollovers 19,859 - 19,859
Benefits paid to participants (30,967) (643,703) (674,670)
Administrative expenses (399) (2,246) (2,645)
Interfund transfers 4,252 - 4,252
---------------------------------------------------
Balance at December 31, 1996 $516,533 $15,628,760 $16,145,293
---------------------------------------------------
---------------------------------------------------
</TABLE>
Prior to March 1, 1995, investments of the 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 Plan.
(i) 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 the participant's total vested account
balance. Loan transactions are treated as a transfer to (from) the
investment funds from (to) the Participant Loan Account 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%. Interest rates for loans outstanding at December 31, 1996 and 1995
range from 9.25% to 10% and from 9.75% to 10%, respectively. Principal and
interest are paid ratably through semi-monthly payroll deductions.
(j) PAYMENT OF BENEFITS
On termination of employment by the Company or termination of service due
to death, disability, retirement, a reduction in force by the Company, or a
covered termination as defined in the Plan, a participant may elect to
receive a lump sum amount equal to the value of the participant's vested
interest in their 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 upon
termination.
11 (Continued)
<PAGE>
SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Notes to Financial Statements
(2) SUMMARY OF ACCOUNTING POLICIES
The accounting and reporting policies of the Plan conform with generally
accepted accounting principles.
BASIS OF FINANCIAL STATEMENT PRESENTATION
The financial statements of the Plan are prepared using the accrual method
of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. 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 the Company shall be paid by the Plan. Substantially
all of the Plan's expenses in 1996 and 1995 were paid by the Company.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Mutual funds, shares of
collective investment funds and money market funds are valued at quoted
market prices which represent the net asset value of shares held in the
funds 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.
Dividends are recorded on the ex-dividend date.
PAYMENTS OF BENEFITS
Benefits are recorded when paid.
(3) INTEREST IN MASTER TRUST
Effective January 1, 1996, the Plan's investments are included in the
Master Trust, which was established for the investment of the assets of
both the Plan and the MPP Plan. Each of the above-mentioned plans has an
interest in certain investment portfolios within the Master Trust.
12 (Continued)
<PAGE>
SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Notes to Financial Statements
The assets of the Master Trust are held by BGI. At December 31, 1996, the
Plan's interest in the assets of the Master Trust constituted approximately
92% of the total assets. Each plan's assets, earnings (including realized
and unrealized gains and losses on investments), and disbursements are
allocated to the funds based on each individual plan's total for the above
allocated categories (e.g., total assets, total earnings and total
disbursements) as a percentage of the Master Trust's total for the above-
allocated categories. This allocation excludes transactions related to the
ESOP and participant loan transactions, which are separately accounted for
under the Plan, and contributions to each plan, which are identifiable by
fund.
The Master Trust had the following investments at December 31, 1996:
Investments, at fair value:
Money Market Account $ 258,145
AIM Constellation 2,713,531
S&P 500 Stock 2,527,383
U.S. Treasury Allocation 1,101,955
Lifepath 2000 156,817
Lifepath 2010 373,295
Lifepath 2020 579,798
Lifepath 2030 354,071
Lifepath 2040 406,877
U.S. Government Money Market 37,520
Silicon Valley Bancshares Common Stock 14,649,885
Participant Loan Account 445,942
-----------
Total Assets $23,605,219
-----------
-----------
Investment income for the Master Trust for the year ended December 31, 1996
is as follows:
Net appreciation
in fair value of Interest and
investments dividends
----------------- ------------
Money Market Account - $ 10,039
AIM Constellation $ 173,553 89,151
S&P 500 Stock 389,999 -
U.S. Treasury Allocation 39,850 -
Lifepath 2000 8,128 -
Lifepath 2010 29,776 -
Lifepath 2020 57,395 -
Lifepath 2030 38,250 -
Lifepath 2040 47,423 -
U.S. Government Money Market - 147
Silicon Valley Bancshares Common Stock 3,826,259 -
Participant Loan Account - 32,243
----------- --------
Total Investment Income $4,610,633 $131,580
----------- --------
----------- --------
13 (Continued)
<PAGE>
SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Notes to Financial Statements
(4) RELATED PARTY TRANSACTIONS
The Company is the Plan administrator, as defined in the Plan, and
therefore, all Silicon Valley Bancshares common stock transactions
involving the Plan qualify as exempt party-in-interest transactions.
Certain Plan investments are shares of investment funds managed by BGI. BGI
is the current Plan trustee and custodian, as defined in the Plan, and
therefore, these transactions also qualify as exempt party-in-interest
transactions.
(5) 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 401(k) match and ESOP accounts.
(6) TAX STATUS
The Internal Revenue Service has determined and informed the Company, by a
letter dated March 5, 1997, that the Plan, as amended, and related trust
are designed in accordance with applicable sections of the IRC. The Plan
has been further amended since receiving the determination letter to allow
for a participant's account to become fully vested upon a covered
termination, as defined in the Plan. 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. Certain participants' contributions in
1996 and 1995 exceeded the annual addition limits imposed by the IRC. These
excess contributions have been returned to the participants as taxable
wages in 1997 and 1996.
14 (Continued)
<PAGE>
SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
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: June 27, 1997 (s) Jeannine Boettcher
---------------------------------------
Jeannine Boettcher
Vice President and Plan Administrator
15
<PAGE>
SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
(Formerly Silicon Valley Bank 401(k) Plan)
Exhibits
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
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 June 27,
1997 related to the statements of net assets available for benefits of the
Silicon Valley Bank 401(k) and Employee Stock Ownership Plan as of December 31,
1996 and 1995 and the related statement of changes in net assets available for
benefits for the year ended December 31, 1996, which report appears in the
December 31, 1996 annual report on Form 11-K of Silicon Valley Bank 401(k) and
Employee Stock Ownership Plan.
S/KPMG PEAT MARWICK LLP
San Francisco, CA
June 27, 1997
16
