March 24, 1995
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
To Whom It May Concern:
Enclosed please find form 11-K and the annual filing fee for
plan year ending December 31, 1994 for The Merchants Bank
401(k) Employee Stock Ownership Plan. Four copies have been
enclosed. The auditors financial statements and the Summary
Annual Report will follow under separate cover when they are
completed (but no later than June 30, 1995).
Please note that as per form 11-K instructions, one copy
(the top copy) contains an original signature. The three
remaining copies contain a printed signature.
This form has also been submitted electronically via the
EDGAR system, and the fee of $250.00 was wire transferred to
Mellon Bank.
Thank you.
Sincerely,
Cynthia W. Olson
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act to 1934
For the year ended December 31, 1994
THE MERCHANTS BANCSHARES, INC.
401(K) EMPLOYEE STOCK OWNERSHIP PLAN
MERCHANTS BANCSHARES, INC.
123 Church Street
Burlington, VT 05401
Item 1 Changes in the plan
Effective 1/1/94, the Employer Matching Contribution was
amended from 82% to 100% (up to 4.5% of employee compensation)
for 1994.
Item 2 Investment Policy
As of 7/1/90, employees were offered the option of investing
their contributions in three alternative investments, in addition
to Merchants Bancshares (previously the sole investment vehicle).
On 7/1/93, employees were offered an additional investment option
bringing the total investment options to five under the Plan. The
alternative investments include: A Goldman Sachs Mutual Bond
Fund, a Goldman Sachs Mutual Stock Fund, a Merchants Trust
Company Money Market Account investment and a Vista Mutual Stock
Fund. No other material changes were made during the Plan year
in the policy with respect to the kind of securities and other
investments in which funds held under the Plan may be invested.
Item 3 Contribution Under the Plan
The Bank made the following contributions to the Plan for
the years indicated.
1989 - 571,361
1990 - 280,247
1991 - 269,882
1992 - 244,226
1993 - 245,618
1994 - 365,490
Item 4 Participating Employees
At December 31, 1994 there were approximately 394
participating employees under the Plan.
Item 5 Administration of the Plan
a. The Plan is administered by the Retirement Plan
Administration Committee consisting of three persons
appointed by the Bank's Board of Directors. The
Committee has full power and authority to administer
the Plan and to interpret its provisions. The present
members of the Committee and their positions held are
as follows:
Position with
Retirement Plan
Administration Position
Name Committee with Bank
Edward W. Haase Chair Person Treasurer and Chief
Financial Officer
Robert M. Reed Trustee Commercial Lender and
Vice President
John H. Savage Trustee Trust Operations Officer
and Treasurer of The
Merchants Trust Company
Item 6 Custodian of Investments
a. The Merchants Trust Company, 123 Church Street,
Burlington, Vermont 05401 is the custodian
b. The custodian received no compensation from the Plan
during 1994.
c. A financial Institution Bond (Standard Form 24,
Banker's Blanket Bond) was issued for $10,000,000.
This covers other benefit plans as well.
Item 7 Reports to Participating Employees
Participating employees are furnished quarterly statements
reflecting the status of their accounts as of the end of each
quarter, and are provided a copy of the Plan's annual report.
Item 8
The majority of the assets of the Plan are invested in
securities of Merchants Banchares, Inc. (although some funds are
temporarily held in cash or invested in money market trusts prior
to purchasing Merchants Bancshares). The remaining minority of
the assets are held in the alternative investment funds
designated in Item 2, as directed by employee participants.
Item 9 Financial Statements and Exhibits
Financial statements and exhibits for the 1994 plan year have not
yet been completed. As required, all copies will be forwarded by
June 30, 1995.
Signature
Pursuant to the requirements of the Securities Exchange Act of
1932, the Plan Administration Committee has duly caused this
annual report to be signed on its behalf by the undersigned;
thereunto duly authorized.
MERCHANTS BANK 401(K) EMPLOYEE
STOCK OWNERSHIP PLAN
By:______________________________
Edward W. Haase
Treasurer, and Chief Financial
Officer and Chairperson, Plan
Administration Committee
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