<PAGE> 1
10-K/A NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
SECURITY BANC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 1995, as set forth in the pages attached hereto:
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following financial statement with respect to the Security National Bank and
Trust Co. 401(k) Profit Sharing Savings Plan (the "Plan") are filed herewith as
EXHIBIT 28.1, pursuant to Rule 15d-21 under the Securities Exchange Act of 1934,
in lieu of a filing on Form 11-K:
(a) Report of Independent Auditors
(b) Statements of Assets Available for Distribution to Plan
Participants-December 31, 1995 and 1994
(c) Statements of Changes in Assets Available for Distribution to
Plan Participants - years ended December 31, 1995 and 1994
(d) Notes to Financial Statements
(e) Schedule of Assets Held for Investment - December 31, 1995
(f) Schedule of Transactions or Series of Transactions in Excess
of 5% of the current value of Plan Assets - year ended
December 31, 1995
The Plan is subject to the Employee Retirement Income Security Act of 1974, as
amended, and the foregoing financial statements are filed in lieu of the
financial statements required by Items 1, 2, and 3 of Form 11-K.
The Consent of the Plan's independent auditors to the inclusion of the foregoing
financial statements herein and to the incorporation by reference of such
financial statements in the registrant's Registration Statement on Form S-8
pertaining to the Plan is attached as EXHIBIT 24.1.
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.
SECURITY BANC CORPORATION
By Date: June 26, 1996
-------------------------------- -----------------
Thomas L. Miller, Controller
INDEX TO EXHIBITS AT PAGE 2
TOTAL NUMBER OF PAGES: 16
----
(162)
<PAGE> 2
INDEX TO EXHIBITS
The following Exhibits are being filed with this 10-K/A No. 1:
<TABLE>
<CAPTION>
LOCATED AT
EXHIBIT MANUALLY NUMBERED
- ------- -----------------
PAGE
- ----
<S> <C> <C>
(24) CONSENT OF EXPERTS AND COUNSEL:
24.1 Consent of Ernst & Young LLP ................................3
(28) ADDITIONAL EXHIBITS
28.1 Financial Statements of Security National Bank
and Trust Co. 401(k) Profit Sharing Savings Plan
and Trust at December 31, 1995 and 1994 and for
the years ended December 31, 1995 and 1994 ...............4 - 16
</TABLE>
(163)
<PAGE> 1
Consent of Independent Auditors
We consent to the inclusion in Amendment No. 1 to Security Banc Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995, and to the
incorporation by reference in the Registration Statement (Form S-8 No.
33-59244) pertaining to the Security National Bank and Trust Co. 401(K) Profit
Sharing Plan and Trust of our report dated June 14, 1996 with respect to the
financial statements and schedules of the Security National Bank and Trust Co.
401(K) Profit Sharing Plan and Trust for the year ended December 31, 1995.
Ernst & Young LLP
Columbus, Ohio
June 26, 1996
<PAGE> 1
Financial Statements
and Other Financial Information
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan and Trust
Years ended December 31, 1995 and 1994
with Report of Independent Auditors
<PAGE> 2
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan and Trust
Financial Statements
and Other Financial Information
Years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
Contents
<S> <C>
Report of Independent Auditors...........................................................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits..........................................................2
Statements of Changes in Net Assets Available for Benefits...............................................3
Notes to Financial Statements............................................................................5
Supplemental Schedules
Assets Held for Investment..............................................................................10
Reportable Transactions.................................................................................11
</TABLE>
<PAGE> 3
Report of Independent Auditors
Plan Committee
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan and Trust
We have audited the accompanying statements of assets available for benefits of
the Security National Bank and Trust Co. 401(k) Profit Sharing Savings Plan and
Trust (the Plan) as of December 31, 1995 and 1994, and the related statements of
changes in net assets available for 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. These 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 benefits of the Plan at
December 31, 1995 and 1994, and the changes in the net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of assets held for
investment as of December 31, 1995 and reportable transactions for the year
ended December 31, 1995 are presented for the purpose 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 supplemental schedules have been subjected to the auditing procedures
applied in the audit 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.
June 14, 1996
Ernst & Young LLP
<PAGE> 4
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan and Trust
Statements of Net Assets Available for Benefits
<TABLE>
DECEMBER 31
1995 1994
---------- ----------
<S> <C> <C>
ASSETS
Investments at fair value
Fidelity Institutional Cash: Class A $ 301,165 $ 249,631
Fidelity Balanced Fund 151,222 120,448
Security Banc Corporation Common Stock 2,649,787 2,067,792
Fidelity Advisor LTD Bond Fund 21,300 18,158
Fidelity Magellan Fund 268,531 146,468
Fidelity Diversified International Fund 37,947 16,428
---------- ----------
Total Investments 3,429,952 2,618,925
Cash 13,644 --
---------- ----------
TOTAL ASSETS 3,443,596 2,618,925
LIABILITIES
Accrued income 1,529 1,201
---------- ----------
Net assets available for benefits $3,445,125 $2,620,126
========== ==========
</TABLE>
See accompanying notes.
<PAGE> 5
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan and Trust
Statement of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31, 1995
Money Banc Fixed
Market Balanced Corporation Income Growth International
Fund Fund Stock Fund Fund Fund Fund Total
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Net unrealized appreciation in fair
value of investments net of realized
gains and losses 0 12,892 403,100 1,048 45,650 3,068 465,758
Interest 12,141 56 2,535 19 44 25 14,820
Dividend 0 6,034 66,284 1,258 15,232 1,621 90,429
----------------------------------------------------------------------------------
12,141 18,982 471,919 2,325 60,926 4,714 571,007
----------------------------------------------------------------------------------
Contributions:
Employer 7,420 7,197 68,003 1,578 17,960 6,227 108,385
Employee 18,450 15,921 168,958 3,798 43,640 16,637 267,404
----------------------------------------------------------------------------------
25,870 23,118 236,961 5,376 61,600 22,864 375,789
----------------------------------------------------------------------------------
Total additions 38,011 42,100 708,880 7,701 122,526 27,578 946,796
----------------------------------------------------------------------------------
Deduction:
Benefit payments (19,592) (5,814) (93,557) (1,589) (1,245) 0 (121,797)
----------------------------------------------------------------------------------
Net increase prior to transfers between
funds 18,419 36,286 615,323 6,112 121,281 27,578 824,999
Transfers between funds (2,025) (6,396) 18,833 (3,049) 111 (7,474) 0
----------------------------------------------------------------------------------
Net (deductions) additions 16,394 29,890 634,156 3,063 121,392 20,104 824,999
Net assets available for benefits
----------------------------------------------------------------------------------
Beginning of the year 201,506 121,339 2,115,467 18,349 146,488 16,977 2,620,126
----------------------------------------------------------------------------------
End of the year 217,900 151,229 2,749,623 21,412 267,880 37,081 3,445,125
=================================================================================
</TABLE>
See accompanying notes.
<PAGE> 6
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan and Trust
Statement of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31, 1994
Money Banc Fixed
Market Balanced Corporation Income Growth International
Fund Fund Stock Fund Fund Fund Fund Total
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Net unrealized appreciation (depreciation)
in fair value of investments net of realized
gains and losses -- (11,791) 166,153 (1,698) (4,587) (937) 147,140
Interest 8,355 24 1,138 1,127 30 4 10,678
Dividend -- 4,364 55,326 -- 3,828 535 64,053
-------------------------------------------------------------------------------
8,355 (7,403) 222,617 (571) (729) (398) 221,871
-------------------------------------------------------------------------------
Contributions:
Employer 9,082 10,010 60,856 2,177 17,353 3,696 103,174
Employee 22,602 22,870 182,584 5,481 43,021 10,129 286,687
-------------------------------------------------------------------------------
31,684 32,880 243,440 7,658 60,374 13,825 389,861
-------------------------------------------------------------------------------
Total additions 40,039 25,477 466,057 7,087 59,645 13,427 611,732
-------------------------------------------------------------------------------
Deduction:
Benefit payments (13,766) (44,349) (113,218) -- (597) -- (171,930)
-------------------------------------------------------------------------------
Net increase (decrease) prior to transfers
between funds 26,273 (18,872) 352,839 7,087 59,048 13,427 439,802
Transfers between funds (43,321) 41,101 (39,507) 779 37,398 3,550 --
-------------------------------------------------------------------------------
Net (deductions) additions (17,048) 22,229 313,332 7,866 96,446 16,977 439,802
Net assets available for benefits
-------------------------------------------------------------------------------
Beginning of the year 218,554 99,110 1,802,135 10,483 50,042 -- 2,180,324
-------------------------------------------------------------------------------
End of the year 201,506 121,339 2,115,467 18,349 146,488 16,977 2,620,126
===============================================================================
</TABLE>
See accompanying notes.
<PAGE> 7
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the plan are prepared on the accrual basis.
VALUATION OF INVESTMENTS AND INCOME RECOGNITION
Marketable securities are stated at fair value. Securities traded on a national
securities exchange are valued at the last reported sales price on the last
business day of the plan year. Investments not traded on the over-the-counter
market and listed securities for which no sale was reported on that date are
valued at the average of the last reported bid and ask prices. Short-term
investment funds are stated at redemption value, which is equal to market value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend basis.
Unrealized gains and losses are differences between the fair value and cost
basis of investments. The cost basis of the investments is determined using the
average cost method.
2. DESCRIPTION OF THE PLAN
The following description of the Security National Bank and Trust Co. 401(k)
Profit Sharing Savings Plan and Trust (the Plan) provides only general
information. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan established on January 1, 1989, which
covers all employees meeting specified age requirements and following the
completion of one year of credited service (500 hours) with Security National
Bank and Trust Co. (the Bank). The Plan is subject to the provision of the
Employee Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Participants are not required to make contributions to the Plan; however, they
may voluntarily contribute an amount not exceeding 10 percent of their pretax
compensation received while a participant during the year. Effective January 1,
1996, participants may voluntarily contribute an amount not to exceed 15 percent
of their pretax compensation. Contributions are also subject to the maximum
allowed by Internal Revenue Service (IRS) regulations. The Bank has agreed to
voluntarily contribute, each year out of its net profits before deductions for
federal income
<PAGE> 8
taxes, a percentage of the matchable contributions made by each participant. The
Bank is currently matching 50 percent of each participant's contributions up to
the first 6 percent of a participant's eligible compensation.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions,
Bank's contributions and allocation of earnings or losses. Earnings or losses
of the trust fund are allocated quarterly (daily, effective July 1, 1996)
among participants in the proportion that each participant's account balance
bears to the total value of all participants' account balances. Effective July
1, 1996, the earnings will be allocated to participants' accounts daily. The
Bank pays all expenses of administering the Plan.
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the remainder of their accounts is based on years of
continuous service. A participant vests 20 percent per year of credited service
for five years and is 100 percent vested after five years of credited service.
Forfeitures will be used to reduce future Bank matching contributions or will be
allocated to the separate accounts of each participant.
TERMINATION OF PLAN
Although the Bank has not expressed any intent to do so, the Bank has the right
under the Plan to discontinue contributions at any time and terminate the Plan.
In the event of termination of the Plan, distribution would be made to
participants in the amount of their respective account balances. Under the Plan,
all contributions and earnings thereon are immediately vested and fully
nonforfeitable.
PAYMENT OF BENEFITS
On termination of service, a participant may receive a lump-sum amount equal to
the vested value of his or her account, or upon death, disability or retirement,
elect to receive annual installments over period not to exceed fifteen years.
<PAGE> 9
3. INVESTMENT OPTIONS
Plan participants may allocate their accounts between funds based on an election
filed at the start of the quarter after the employee becomes eligible to
participate in the Plan. Participants may change their allocation by filing an
election prior to the start of each quarter. Effective July 1, 1996,
participants may change their allocation at any time.
The Plan provides for six separate investment programs with separate funds.
Money Market Fund - The fund seeks to obtain a high level of current income as
is consistent with the preservation of principal and liquidity within the
standards of the Portfolio.
Balanced Fund - The fund seeks to obtain as much income as possible, consistent
with preservation of capital, by investing in a broadly diversified portfolio of
high yielding securities, including common stocks, preferred stocks, and bonds.
Banc Corporation Stock Fund - The fund provides a means to invest in shares of
Security Banc Corporation's Common Stock, $3.125 par value. Security Banc
Corporation is the parent corporation of the Bank.
Fixed Income Fund - The fund seeks a high rate of income through investment in
high and upper-medium grade fixed-income obligations.
Growth Fund - The fund seeks capital appreciation by investing primarily in
common stock and securities convertible into common stock that offer potential
for growth.
International Fund - The fund seeks capital growth through investments in
foreign securities.
Effective July 1, 1996, the Plan will add three additional investment options.
Common Stock Index Fund - The funds will seek investment results that correspond
with the price and yield performance of the S&P 500 index.
Conservative Growth Fund - The fund will seek capital appreciation by investing
primarily in common stocks and securities convertible into common stock.
Aggressive Small Cap Growth Fund - The fund will seek long-term capital
appreciation by investing primarily in common stocks of small and medium-sized
companies and securities convertible into common stock.
<PAGE> 10
4. INVESTMENTS
The Plan's investments are held by a trustee, the Bank's trust department. The
following individual investments represent 5 percent or more of the fair value
of assets available for benefits as of December 31, 1995:
<TABLE>
<CAPTION>
December 31
1995 1994
---------------------------
<S> <C> <C>
Fidelity Institutional Cash: Class A 301,165 249,631
Security Banc Corporation Common Stock 2,649,787 2,067,792
Fidelity Magellan Fund 268,531 146,468
</TABLE>
The Plan's investments (including investments bought, sold, and held during the
year) appreciated (depreciated) in carrying value as follows:
<TABLE>
<CAPTION>
Year ended December 31
1995 1994
------------------------------------
<S> <C> <C>
Fidelity Balanced 12,892 (11,791)
Security Banc Corporation Common Stock 403,100 $166,153
Fidelity Advisor LTD Bond Fund 1,048 (1,698)
Fidelity Magellan Fund 45,650 (4,587)
Fidelity Diversified International Fund 3,068 (937)
------------------------------------
Total 465,758 $147,140
====================================
</TABLE>
5. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and, therefore, is not subject to tax
under present income tax laws. Once qualified, the Plan is required to operate
in conformity with the IRC to maintain its qualification. The plan received a
favorable determination letter dated January 19, 1996. The plan administrator is
not aware of any course of action or series of events that have occurred that
might adversely affect the Plan's qualified status.
<PAGE> 11
SUPPLEMENTAL SCHEDULES
<PAGE> 12
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan and Trust
Assets Held for Investment
December 31, 1995
<TABLE>
<CAPTION>
Fair
Description Shares Cost Value
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Fidelity Institutional Cash: 301,165 $ 301,165 $ 301,165
Class A
Fidelity Balanced Fund 11,185 146,768 151,222
Security Banc Corporation 92,975 2,004,714 2,649,787
Common Stock
Fidelity Advisor LTD Term 1,967 21,199 21,300
Bond Fund
Fidelity Magellan Fund 3,124 227,591 268,531
Fidelity Diversified International Fund 2,990 36,098 37,947
-----------------------
Total assets held for investment $2,737,535 $3,429,952
=======================
</TABLE>
<PAGE> 13
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan and Trust
Reportable Transactions
<TABLE>
<CAPTION>
Year ended December 31, 1995
Description
Net
Number Number Proceeds
of of Purchase Selling from Net
Purchases Sales Price Price Sale Gain
- -----------------------------------------------------------------------------------------------------------------
Category (iii)--A Series of Transactions in Excess of 5% of Plan Assets
<S> <C> <C> <C> <C> <C> <C>
Fidelity Institutional Cash:
Class A 273 476,409
211 424,875 424,875 0
Security Banc Corporation
Common Stock 32 275,994
25 95,701 78,958 16,743
</TABLE>
There were no Category (i), (ii) or (iv) reportable transactions during the year
ended December 31, 1995.
