<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, 1996, 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, 1996 and 1995
(c) Statements of Changes in Assets Available for Distribution to Plan
Participants - years ended December 31, 1996 and 1995
(d) Notes to Financial Statements
(e) Schedule of Assets Held for Investment - December 31, 1996
(f) Schedule of Transactions or Series of Transactions in Excess of 5% of
the current value of Plan Assets - year ended December 31, 1996
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 /s/ Thomas L. Miller Date: June 5, 1997
------------------------------------------- ------------------------
Thomas L. Miller
Vice President/Controller
TOTAL NUMBER OF PAGES: 17
(162)
<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, 1996, 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 May 6, 1997 with respect to 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, 1996.
Ernst & Young LLP
June 5, 1997
Columbus, Ohio
<PAGE> 1
Financial Statements
and Other Financial Information
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Years ended December 31, 1996 and 1995
with Report of Independent Auditors
<PAGE> 2
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Financial Statements
and Other Financial Information
Years ended December 31, 1996 and 1995
CONTENTS
<TABLE>
<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 with Fund Information.........................3
Notes to Financial Statements............................................................................6
Supplemental Schedules
Assets Held for Investment..............................................................................12
Reportable Transactions.................................................................................13
</TABLE>
<PAGE> 3
Report of Independent Auditors
Plan Committee
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Security National Bank and Trust Co. 401(k) Profit Sharing Savings Plan
(the Plan) as of December 31, 1996 and 1995, and the related statements of
changes in net assets available for benefits with fund information 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, 1996 and 1995, 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, 1996 and reportable transactions for the year
ended December 31, 1996 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.
Ernst & Young LLP
May 6, 1997
1
<PAGE> 4
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1996 1995
------------------------------------
<S> <C> <C>
ASSETS
Investments at fair value
Fidelity Advisor Institutional Growth Opportunity Fund $ 383,011 $ -
Fidelity Advisor LTD Bond Fund 74,075 21,300
Fidelity Balanced Fund 233,464 151,222
Fidelity Diversified International Fund 98,635 37,947
Fidelity Institutional Money Market - Government Class T 573,500 301,165
Fidelity Magellan Fund 439,227 268,531
Kaufmann Fund, Inc. 341,884 -
PNC Temporary Fund 272,442 -
Security Banc Corporation Common Stock 3,953,178 2,649,787
VanGuard Index Fund 371,741 -
------------------------------------
Total Investments 6,741,157 3,429,952
Cash - 13,644
------------------------------------
TOTAL ASSETS 6,741,157 3,443,596
Accrued income 2,481 1,529
------------------------------------
Net assets available for benefits $ 6,743,638 $ 3,445,125
====================================
</TABLE>
See accompanying notes.
2
<PAGE> 5
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
MONEY BANC CORPORATION FIXED
MARKET BALANCED STOCK FUND INCOME
FUND FUND FUND
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Net unrealized appreciation
(depreciation) in fair value of
investments net of realized gains and $ - $ 7,760 $ 895,651 $ (507)
losses
Interest 12,383 8 5,874 1,823
Dividend - 8,378 81,698 -
--------------------------------------------------------------
12,383 16,146 983,223 1,316
--------------------------------------------------------------
Contributions:
Employer 4,436 5,421 72,616 1,131
Employee 56,487 62,829 764,087 53,030
--------------------------------------------------------------
60,923 68,250 836,703 54,161
--------------------------------------------------------------
Total additions 73,306 84,396 1,819,926 55,477
--------------------------------------------------------------
Deduction:
Benefit payments 14,396 3,212 75,476 821
--------------------------------------------------------------
Net increase prior to transfers between funds 58,910 81,184 1,744,450 54,656
Transfers between funds (3,240) 1,050 33,720 (1,754)
--------------------------------------------------------------
Net (deductions) additions 55,670 82,234 1,778,170 52,902
Net assets available for benefits
Beginning of the year 217,900 151,230 2,749,623 21,411
--------------------------------------------------------------
End of the year $ 273,570 $ 233,464 $ 4,527,793 $ 74,313
==============================================================
</TABLE>
See accompanying notes.
3
<PAGE> 6
<TABLE>
<CAPTION>
AGGRESSIVE COMMON STOCK CONSERVATIVE
GROWTH INTERNATIONAL SMALL CAP INDEX FUND GROWTH
FUND FUND GROWTH FUND FUND TOTAL
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ (10,807) $ 6,542 $ 7,983 $ 2,766 $ 2,924 $ 912,312
6 2 - - 607 20,703
45,083 1,619 541 3,245 - 140,564
- ----------------------------------------------------------------------------------------------
34,282 8,163 8,524 6,011 3,531 1,073,579
- ----------------------------------------------------------------------------------------------
12,901 6,644 3,425 4,868 2,343 113,785
153,200 58,326 326,016 358,439 374,857 2,207,271
- ----------------------------------------------------------------------------------------------
166,101 64,970 329,441 363,307 377,200 2,321,056
- ----------------------------------------------------------------------------------------------
200,383 73,133 337,965 369,318 380,731 3,394,635
- ----------------------------------------------------------------------------------------------
1,963 219 - 35 - 96,122
- ----------------------------------------------------------------------------------------------
198,420 72,914 337,965 369,283 380,731 3,298,513
(27,073) (11,360) 3,919 2,458 2,280 -
- ----------------------------------------------------------------------------------------------
171,347 61,554 341,884 371,741 383,011 3,298,513
267,880 37,081 - - - 3,445,125
- ----------------------------------------------------------------------------------------------
$ 439,227 $ 98,635 $ 341,884 $ 371,741 $ 383,011 $ 6,743,638
==============================================================================================
</TABLE>
4
<PAGE> 7
<TABLE>
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year ended December 31, 1995
<CAPTION>
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 $ - $ 12,892 $ 403,100 $ 1,048 $ 45,650 $ 3,068 $ 465,758
Interest 12,141 56 2,535 19 44 25 14,820
Dividend - 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) - 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.
5
<PAGE> 8
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Notes to Financial Statements
December 31, 1996 and 1995
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the plan are prepared on the accrual basis.
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 amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
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 are 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 (the Plan) provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
6
<PAGE> 9
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
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).
In December of 1996, the Third Savings Employee Stock Ownership Plan was
terminated and merged into the Plan. These amounts are shown as employee
contributions on the Statement of Changes in Net Assets Available for Benefits
with Fund Information.
Effective January 1, 1997, the name of the Plan was changed to the Security Banc
Corporation 401(k) Profit Sharing Savings Plan. Also effective January 1, 1997,
the Third Savings Employee Savings Protection Plan and the CitNat Bancorp, Inc.
Urbana, Ohio, Employee Stock Ownership Plan (With 401(k) Provisions) merged into
the Plan.
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 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 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 among participants in the proportion that
each participant's account balance bears to the total value of all participants'
account balances. The Bank pays all expenses of administering the Plan.
7
<PAGE> 10
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
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 account 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.
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.
8
<PAGE> 11
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENT OPTIONS (CONTINUED)
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 National Bank and Trust Co.'s Common Stock, $3.125 par value. Security
National Bank and Trust Co. 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 added three additional investment options.
Aggressive Small Cap Growth Fund - The fund seeks long-term capital appreciation
by investing primarily in common stocks of small and medium-sized companies and
securities convertible into common stock.
Common Stock Index Fund - The funds seeks investment results that correspond
with the price and yield performance of the S&P 500 index.
Conservative Growth Fund - The fund seeks capital appreciation by investing
primarily in common stocks and securities convertible into common stock.
9
<PAGE> 12
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
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, 1996 and 1995:
<TABLE>
<CAPTION>
DECEMBER 31
1996 1995
------------------------------------
<S> <C> <C>
Fidelity Advisor Institutional Growth
Opportunity Fund $ 383,011 $ -
Fidelity Institutional Money Market -
Government Class T 573,500 301,165
Fidelity Magellan Fund 439,227 268,531
Kaufmann Fund, Inc. 341,884 -
Security Banc Corporation Common Stock 3,953,178 2,649,787
VanGuard Index Fund 371,741 -
</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
1996 1995
------------------------------------
<S> <C> <C>
Fidelity Advisor Institutional Growth
Opportunity Fund $ 2,924 $ -
Fidelity Advisor LTD Bond Fund (507) 1,048
Fidelity Balanced 7,760 12,892
Fidelity Diversified International Fund 6,542 3,068
Fidelity Magellan Fund (10,807) 45,650
Kaufmann Fund, Inc. 7,983 -
Security Banc Corporation Common Stock 895,651 403,100
VanGuard Index Fund 2,766 -
------------------------------------
Total $ 912,312 $ 465,758
====================================
</TABLE>
10
<PAGE> 13
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Notes to Financial Statements (continued)
5. INCOME TAX STATUS
The Internal Revenue Service ruled on January 19, 1996 that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the
related trust is not subject to tax under present income tax law. Once
qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Plan was amended effective January 1, 1997 and
the plan administrator expects to file for a new determination letter in 1997.
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.
11
<PAGE> 14
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Assets Held for Investment
December 31, 1996
<TABLE>
<CAPTION>
FAIR
DESCRIPTION SHARES COST VALUE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fidelity Advisor Institutional Growth
Opportunity Fund 10,871 $ 380,087 $ 383,011
Fidelity Advisor Interm Bond Fund 7,048 74,489 74,075
Fidelity Balanced Fund 16,581 221,251 233,464
Fidelity Diversified International Fund 6,705 91,115 98,635
Fidelity Institutional Money Market -
Government Class T 573,500 573,500 573,500
Fidelity Magellan Fund 5,446 412,581 439,227
Kaufmann Fund, Inc. 58,541 333,900 341,884
PNC Temporary Fund 272,442 272,442 272,442
Security Banc Corporation Common Stock* 104,031 2,423,657 3,953,178
VanGuard Index Fund 5,375 368,974 371,741
------------------------------------
Total assets held for investment $ 5,151,996 $ 6,741,157
====================================
</TABLE>
* Party in interest to the plan.
12
<PAGE> 15
Security National Bank and Trust Co.
401(k) Profit Sharing Savings Plan
Reportable Transactions
Year ended December 31, 1996
<TABLE>
<CAPTION>
NET PROCEEDS
NUMBER NUMBER FROM
OF OF PURCHASE SELLING SALE NET
DESCRIPTION PURCHASES SALES PRICE PRICE GAIN
- --------------------------------------------------------------------------------------------------------------------
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Advisor Institutional Growth
Opportunity Fund 1 $299,952
Fidelity Institutional Money
Market - Government Class T 1 1 409,579 $235,485 $235,485 $ -
Kaufmann Fund, Inc. 1 249,790
PNC Temporary Fund 1 236,448
VanGuard Index Fund 1 223,293
CATEGORY (iii)--A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
- -----------------------------------------------------------------------
Fidelity Advisor Institutional Growth
Opportunity Fund 18 $ 380,087
Fidelity Institutional Money
Market - Government Class T 119 79 1,032,261 $759,739 $759,739 -
Fidelity Magellan Fund 35 10 214,043 29,053 32,920 $ 3,867
Kaufmann Fund, Inc. 17 333,901
PNC Temporary Fund 23 8 283,593 12,724 12,724 -
Security Banc Corporation Common
Stock 29 15 496,713 24,065 35,269 11,204
VanGuard Index Fund 19 1 369,007 33 35 2
</TABLE>
There were no Category (ii) or (iv) reportable transactions during the year
ended December 31, 1996.
13
