SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998 Commission file number 0-18925
ANB CORPORATION
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(Exact name of registrant as specified in its charter)
Indiana 35-1612066
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
120 West Charles Street, Muncie, Indiana 47305
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (765) 747-7575
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No-Par Value
(Title of Class)
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 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. [X]
Indicate by check mark whether the registrant (1) has filed all reports required
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant (for purposes of such calculation, includes persons who are not
directors, executive officers or holders of more than 10% of the registrant's
common stock) based upon the average of the bid and asked prices as of March 12,
1999 was approximately $91,387,000.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of March 12, 1999:
Common Stock, No-Par Value - 4,571,107 shares
Documents incorporated by reference:
Portions of the Annual Report to Shareholders of ANB Corporation for the year
ended December 31, 1998 are incorporated by reference into Part II.
Portions of the definitive proxy statement dated March 25, 1999 relating to the
annual meeting of shareholders of ANB Corporation to be held on April 27, 1999
are incorporated by reference into Part III.
Exhibit index - page 22
<PAGE>
This Form 10-K/A is being filed to include the annual financial statements and
independent auditor's report for the Stock Investment Plan of ANB Corporation as
of December 31, 1998 and 1997 and for each of the three years in the period
ended December 31, 1998, not previously included in Form 10-K.
This Form 10-K/A includes the following exhibits:
Exhibit Number Description
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23 Consent of Olive LLP
99 Annual financial statements and independent
auditor's report for Stock Investment Plan of
ANB Corporation for the year ended December
31, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, as of the 20th day of
April, 1999.
ANB CORPORATION
(Registrant)
By: /s/ James R. Schrecongost
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James R. Schrecongost,
Vice Chairman,
President, and Chief
Executive Officer
Exhibit 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. 33-41105) of our report dated March 19, 1999 on the audit of
the financial statements of the Stock Investment Plan of ANB Corporation for the
year ended December 31, 1998.
/s/ Olive LLP
Indianapolis, Indiana
April 23, 1999
Exhibit 99
STOCK INVESTMENT PLAN OF
ANB CORPORATION
Financial Statements
December 31, 1998 and 1997
<PAGE>
STOCK INVESTMENT PLAN OF ANB CORPORATION
Table of Contents
Page
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Independent Auditor's Report 1
Financial Statements
Statement of financial condition 2
Statement of income and changes in plan equity 3
Notes to financial statements 4
<PAGE>
Independent Auditor's Report
Plan Administrator
Stock Investment Plan of
ANB Corporation
Muncie, Indiana
We have audited the accompanying statement of financial condition of the Stock
Investment Plan of ANB Corporation as of December 31, 1998 and 1997, and the
related statement of income and changes in plan equity for each of the three
years in the period ended December 31, 1998. 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 financial position of the Stock Investment Plan of
ANB Corporation at December 31, 1998 and 1997, and the results of its operations
for each of the three years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles.
/s/ Olive LLP
Indianapolis, Indiana
March 19, 1999
<PAGE>
STOCK INVESTMENT PLAN OF ANB CORPORATION
Statement of Financial Condition
<TABLE>
<CAPTION>
December 31 1998 1997
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<S> <C> <C>
Assets
Investments, at fair value
ANB Corporation common stock (cost $813,866 and $716,373) $1,318,630 $1,447,038
Short-term investment funds 32,421 15,945
--------------------------
Total assets $1,351,051 $1,462,983
==========================
Liabilities--due to broker $ 28,950
Plan Equity 1,322,101 $1,462,983
==========================
Total liabilities and plan equity $1,351,051 $1,462,983
==========================
</TABLE>
See notes to financial statements.
(2)
<PAGE>
STOCK INVESTMENT PLAN OF ANB CORPORATION
Statement of Income and Changes in Plan Equity
<TABLE>
<CAPTION>
Year Ended December 31 1998 1997 1996
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<S> <C> <C> <C>
Additions
Investment income
Interest $ 580 $ 665 $ 482
Dividends--ANB Corporation common stock 39,540 34,224 33,336
------------------------------------
40,120 34,889 33,818
Realized gains from sale of stock 45,301 18,898 25,929
Unrealized appreciation (depreciation) on stock (225,901) 292,793 (122,431)
Employee contributions 167,459 151,022 144,722
Employer contributions 33,492 30,205 28,944
------------------------------------
Total additions 60,471 527,807 110,982
Deduction--distributions 201,353 119,972 266,055
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Net Income (Loss) and Changes in Plan Equity for the Year
(140,882) 407,835 (155,073)
Plan Equity, Beginning of Year 1,462,983 1,055,148 1,210,221
------------------------------------
Plan Equity, End of Year $1,322,101 $1,462,983 $1,055,148
====================================
</TABLE>
See notes to financial statements.
(3)
<PAGE>
STOCK INVESTMENT PLAN OF ANB CORPORATION
Notes to Financial Statements
Note 1 -- Summary of Significant Accounting Policies
The accompanying financial statements are prepared on the accrual method of
accounting.
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 plan equity and changes in plan equity. Actual
results could differ from those estimates.
The purpose of the Stock Investment Plan of ANB Corporation (Plan) is to make
available to eligible employees of ANB Corporation (ANB), a multi-bank holding
company, and its subsidiaries a means of acquiring ownership of ANB common
stock.
The investment in ANB common stock is carried at fair value based on market
quotations, while short-term investment funds are carried at cost, which
approximates fair value.
Note 2 -- Plan Description
Participation in the Plan is entirely voluntary. Eligible employees may make
monthly contributions to the Plan of $10 to $200 through payroll deductions. ANB
contributes 20% of employees' contributions to the Plan, which are taxable
income to participants in the year contributed. Cash dividends and other income
are credited to participant accounts for purchase of additional ANB stock, which
income is also taxable to the participants when credited to their accounts.
Distributions from the Plan are therefore not taxable income to the participants
when funds are distributed, except for gains/losses from sales of stock included
in distributions.
Separate accounts are maintained for participants to which contributions and
earnings thereon are credited.
Purchases of ANB common stock are made at the lowest possible price in full
shares only for each participant with remaining funds accumulating in a
short-term investment fund until full shares may be purchased. At time of
purchase, participants acquire ownership in their shares, and shares may be
delivered to participants upon their request.
A participant may withdraw from the Plan upon providing written notice
terminating payroll deductions, and stock and/or cash in the Plan for the
participant will be distributed. Participants immediately vest in their
contributions and ANB contributions.
The Plan may be amended or terminated at any time deemed advisable by ANB's
Board of Directors.
There were 159 and 149 participants in the Plan at December 31, 1998 and 1997,
respectively.
(4)
<PAGE>
STOCK INVESTMENT PLAN OF ANB CORPORATION
Notes to Financial Statements
Note 3 -- Investment in ANB Common Stock
Investment in ANB common stock was as follows:
1998
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Number
of Fair Unrealized
December 31 Shares Cost Value Appreciation
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55,218 $813,866 $1,318,630 $504,764
1997
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Number
of Fair Unrealized
December 31 Shares Cost Value Appreciation
- --------------------------------------------------------------------------------
55,389 $716,373 $1,447,038 $730,665
Unrealized appreciation at January 1, 1997 was $437,872.
Information on ANB stock sold was as follows (cost using the first-in, first-out
method):
Year Ended December 31 1998 1997 1996
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Proceeds from sales $119,914 $68,623 $73,700
Cost 74,613 49,725 47,771
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Gains $ 45,301 $18,898 $25,929
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Note 4 -- Party-in-Interest Transactions
Party-in-interest transactions include those with fiduciaries or employees of
the Plan, any person who provides services to the Plan, an employer whose
employees are covered by the Plan, an employee organization whose members are
covered by the Plan, a person who owns 50% or more of such an employer or
employee association, or relatives of such persons.
ANB provides certain administrative services at no cost to the Plan.
(5)
<PAGE>
STOCK INVESTMENT PLAN OF ANB CORPORATION
Notes to Financial Statements
Note 5 -- Year 2000
Like all entities, the Plan is exposed to risks associated with the Year 2000
Issue, which affects computer software and hardware; transactions with
customers, vendors, and other entities; and equipment dependent upon microchips.
It is not possible for any entity to guarantee the results of its own
remediation efforts or to accurately predict the impact of the Year 2000 Issue
on third parties with which the Plan does business. If remediation efforts of
the Plan or third parties with which the Plan does business are not successful,
the Year 2000 Issue could have negative effects on the Plan's financial
condition and results of operations in the near term.
Note 6 -- Tax Status
The Plan is not and will not be qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the Code). The Plan is intended to qualify as
an employee stock purchase plan under Section 423 of the Code.
(6)
