<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, 1998, 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 Banc Corporation
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, 1998 and 1997
(c) Statements of Changes in Assets Available for Distribution to Plan
Participants - years ended December 31, 1998 and 1997
(d) Notes to Financial Statements
(e) Schedule of Assets Held for Investment - December 31, 1998
(f) Schedule of Transactions or Series of Transactions in Excess of 5%
of the current value of Plan Assets - year ended December 31, 1998
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 29, 1999
------------------------- ---------------
Thomas L. Miller
Vice President/Controller
<PAGE> 2
Financial Statements
and Other Financial Information
Security Banc Corporation 401 (k)
Profit Sharing Savings Plan
Years ended December 31, 1998 and 1997
with Report of Independent Auditors
<PAGE> 3
Security Banc Corporation 401 (k)
Profit Sharing Savings Plan
Financial Statements
and Other Financial Information
Years ended December 31, 1998 and 1997
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 ...............................................7
Supplemental Schedules
Assets Held for Investment .................................................13
Reportable Transactions ....................................................14
</TABLE>
<PAGE> 4
Report of Independent Auditors
Plan Committee
Security Banc Corporation
401(k) Profit Sharing Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Security Banc Corporation 401(k) Profit Sharing Savings Plan (the Plan)
as of December 31, 1998 and 1997, 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, 1998 and 1997, 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, 1998 and reportable transactions for the year
ended December 31, 1998 are presented for the purpose of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required part
of the basic financial statements. The Fund Information in the statement 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 supplemental schedules and Fund
Information 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.
/s/ Ernst & Young LLP
Columbus, Ohio
June 25, 1999
1
<PAGE> 5
<TABLE>
Security Banc Corporation 401 (k)
Profit Sharing Savings Plan
Statements of Net Assets Available for Benefits
<CAPTION>
DECEMBER 31
1998 1997
---------------------------
<S> <C> <C>
ASSETS
Investments at fair value:
Fidelity Advisor Institutional Growth Opportunity Fund $ 691,334 $ 686,913
Fidelity Balanced Fund 26,623 305,711
Fidelity Magellan Fund 703,274 611,390
PNC Temporary Fund 390,902 431,402
VanGuard Index Fund 1,334,219 962,404
Vanguard Wellington Fund 489,520 --
Janus Worldwide Fund 188,284 --
Federated Institutional Short-Duration Government Fund 181,072 --
Franklin Small Cap Growth Fund 347,628 --
Fidelity Advisor LTD Bond Fund -- 94,274
Fidelity Diversified International Fund -- 236,407
Kaufmann Fund, Inc. -- 633,059
Security Banc Corporation Common Stock 14,557,514 7,621,553
Security Investment Account II 4,037 369,485
---------------------------
Total Investments 18,914,407 11,952,598
Cash -- 21,724
---------------------------
TOTAL ASSETS 18,914,407 11,974,322
Contributions Receivable 31,128 --
Accrued income 2,455 5,444
---------------------------
Net assets available for benefits $18,947,990 $11,979,765
===========================
</TABLE>
See accompanying notes.
2
<PAGE> 6
<TABLE>
Security Banc Corporation 401 (k)
Profit Sharing Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year ended December 31, 1998
<CAPTION>
MONEY BANC CORP.
MARKET BALANCED STOCK
FUND FUND FUND
-------------------------------------------
<S> <C> <C> <C>
Investment income:
Net unrealized appreciation in fair value of investments
net of realized gains and losses $ -- $(26,871) $ 5,786,075
Interest 1,676 -- 6,851
Dividends 21,199 71,595 119,469
-------------------------------------------
22,875 44,724 5,912,395
-------------------------------------------
Contributions:
Employer 10,137 4,891 96,194
Employee 24,101 12,792 398,324
-------------------------------------------
34,238 17,683 494,518
-------------------------------------------
Total additions 57,113 62,407 6,406,913
Deduction:
Benefit payments 35,051 6,071 375,692
-------------------------------------------
Net increase prior to transfers between funds 22,062 56,336 6,031,221
Transfers between funds (52,526) 154,328 525,640
-------------------------------------------
Total transfers (52,526) 154,328 525,640
-------------------------------------------
Net (deductions) additions (30,464) 210,664 6,556,861
Net assets available for benefits:
Beginning of the year 423,181 310,057 7,986,200
-------------------------------------------
End of the year $392,717 $520,721 $14,543,061
===========================================
</TABLE>
See accompanying notes.
3
<PAGE> 7
<TABLE>
<CAPTION>
FIXED AGGRESSIVE COMMON CONSERVATIVE
INCOME GROWTH INTERNATIONAL SMALL CAP STOCK INDEX GROWTH
FUND FUND FUND GROWTH FUND FUND FUND TOTAL
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 1,791 $ 155,520 $ 40,024 $ 8,120 $ 268,668 $ 113,797 $ 6,347,124
779 -- -- -- -- -- 9,306
5,380 30,818 -- 4,898 10,213 30,782 294,354
--------------------------------------------------------------------------------------------------------
7,950 186,338 40,024 13,018 278,881 144,579 6,650,784
--------------------------------------------------------------------------------------------------------
3,338 13,311 6,289 15,604 36,085 16,589 202,438
6,945 32,614 17,224 52,154 106,137 47,197 697,488
--------------------------------------------------------------------------------------------------------
10,283 45,925 23,513 67,758 142,222 63,786 899,926
--------------------------------------------------------------------------------------------------------
18,233 232,263 63,537 80,776 421,103 208,365 7,550,710
167 15,668 3,373 37,267 69,493 39,703 582,485
--------------------------------------------------------------------------------------------------------
18,066 216,595 60,164 43,509 351,610 168,662 6,968,225
69,643 (121,679) (108,236) (327,157) 21,571 (161,584) --
--------------------------------------------------------------------------------------------------------
69,643 (121,679) (108,236) (327,157) 21,571 (161,584) --
--------------------------------------------------------------------------------------------------------
87,709 94,916 (48,072) (283,648) 373,181 7,078 6,968,225
95,122 649,083 237,294 629,797 962,119 686,912 11,979,765
--------------------------------------------------------------------------------------------------------
$182,831 $ 743,999 $ 189,222 $ 346,149 $1,335,300 $ 693,990 $18,947,990
========================================================================================================
</TABLE>
4
<PAGE> 8
<TABLE>
Security Banc Corporation 401 (k)
Profit Sharing Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year ended December 31, 1997
<CAPTION>
MONEY BANC CORP.
MARKET BALANCED STOCK
FUND FUND FUND
--------------------------------------
<S> <C> <C> <C>
Investment income:
Net unrealized appreciation in fair value of investments
net of realized gains and losses $ -- $ 23,731 $2,550,298
Interest 2,035 -- 23,204
Dividends 18,692 35,612 105,449
--------------------------------------
20,727 59,343 2,678,951
--------------------------------------
Contributions:
Employer 9,937 4,051 83,669
Employee 23,453 9,918 240,540
--------------------------------------
33,390 13,969 324,209
--------------------------------------
Total additions 54,117 73,312 3,003,160
Deduction:
Benefit payments 13,773 6,061 78,696
--------------------------------------
Net increase prior to transfers between funds 40,344 67,251 2,924,464
Transfers between funds (31,314) (12,739) (36,562)
Transfers of net assets of acquired companies 140,581 22,081 570,505
--------------------------------------
Total transfers 109,267 9,342 533,943
--------------------------------------
Net (deductions) additions 149,611 76,593 3,458,407
Net assets available for benefits:
Beginning of the year 273,570 233,464 4,527,793
--------------------------------------
End of the year $423,181 $310,057 $7,986,200
======================================
</TABLE>
See accompanying notes.
5
<PAGE> 9
<TABLE>
<CAPTION>
FIXED AGGRESSIVE COMMON CONSERVATIVE
INCOME GROWTH INTERNATIONAL SMALL CAP STOCK INDEX GROWTH
FUND FUND FUND GROWTH FUND FUND FUND TOTAL
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 1,422 $117,739 $ 9,299 $ 28,793 $148,100 $ 81,738 $ 2,961,120
467 -- -- -- -- -- 25,706
4,901 39,219 8,566 19,679 16,995 47,211 296,324
-------------------------------------------------------------------------------------------------------
6,790 156,958 17,865 48,472 165,095 128,949 3,283,150
-------------------------------------------------------------------------------------------------------
2,384 10,858 7,450 19,631 32,730 16,361 187,071
5,102 28,653 25,012 56,985 88,592 54,534 532,789
-------------------------------------------------------------------------------------------------------
7,486 39,511 32,462 76,616 121,322 70,895 719,860
-------------------------------------------------------------------------------------------------------
14,276 196,469 50,327 125,088 286,417 199,844 4,003,010
1,437 24,234 3,460 5,112 3,307 1,003 137,083
-------------------------------------------------------------------------------------------------------
12,839 172,235 46,867 119,976 283,110 198,841 3,865,927
(750) (7,919) 38,171 41,287 13,578 (3,752) --
8,720 45,540 53,621 126,650 293,690 108,812 1,370,200
-------------------------------------------------------------------------------------------------------
7,970 37,621 91,792 167,937 307,268 105,060 1,370,200
-------------------------------------------------------------------------------------------------------
20,809 209,856 138,659 287,913 590,378 303,901 5,236,127
74,313 439,227 98,635 341,884 371,741 383,011 6,743,638
-------------------------------------------------------------------------------------------------------
$95,122 $649,083 $237,294 $629,797 $962,119 $686,912 $11,979,765
=======================================================================================================
</TABLE>
6
<PAGE> 10
Security Banc Corporation 401 (k)
Profit Sharing Savings Plan
Notes to Financial Statements
December 31, 1998 and 1997
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 Banc Corporation 401(k) Profit Sharing
Savings Plan (the Plan) provides only general information. Participants should
refer to the summary plan description for a more complete description of the
Plan's provisions.
7
<PAGE> 11
Security Banc Corporation 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 an affiliate (the
Bank). The Plan is subject to the provision of the Employee Retirement Income
Security Act of 1974 (ERISA).
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 15 percent of their pretax
compensation received while a participant during the year. 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.
8
<PAGE> 12
Security Banc Corporation 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 a 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 at any time.
The Plan provides for nine 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.
9
<PAGE> 13
Security Banc Corporation 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 Banc Corporation Common Stock, $1.5625 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.
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.
10
<PAGE> 14
Security Banc Corporation 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, 1998 and 1997:
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
------------------------
<S> <C> <C>
Security Banc Corporation Common Stock $14,557,514 $7,621,553
VanGuard Index Fund 1,334,219 962,404
</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
1998 1997
------------------------
<S> <C> <C>
Conservative Growth Fund $ 113,797 $ 81,738
Fixed Income Fund 1,791 1,422
Balanced Fund (26,871) 23,731
International Fund 40,024 9,299
Growth Fund 155,520 117,739
Aggressive Small Cap Growth Fund 8,120 28,793
Banc Corp. Stock Fund 5,786,075 2,550,298
Common Stock Index Fund 268,668 148,100
------------------------
Total $ 6,347,124 $2,961,120
========================
</TABLE>
11
<PAGE> 15
Security Banc Corporation 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
again November 7, 1997; the plan administrator filed for a new determination
letter March 13, 1998. 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.
6. YEAR 2000 ISSUE (UNAUDITED)
The Plan Sponsor has implemented a plan to modify its internal information
technology to be ready for the year 2000 and has begun converting critical data
processing systems. The project also includes determining whether third party
service providers have reasonable plans in place to become year 2000 compliant.
The Plan Sponsor currently expects the project to be substantially complete by
early 1999. The Plan Sponsor does not expect the Year 2000 issue to have a
significant effect on plan operations.
12
<PAGE> 16
Security Banc Corporation 401 (k)
Profit Sharing Savings Plan
Assets Held for Investment
December 31, 1998
<TABLE>
<CAPTION>
FAIR
DESCRIPTION SHARES COST VALUE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Fidelity Advisor Institutional
Growth Opportunity Fund 13,794 $ 541,368 $ 691,334
Federated Institutional Short
Duration Govt. Bond Fund 90,536 181,929 181,072
Fidelity Balanced Fund 1,626 22,878 26,623
Vanguard Wellington Fund 16,679 508,742 489,520
Janus Worldwide Fund 3,976 149,763 188,284
Fidelity Magellan Fund 5,839 491,442 703,274
Franklin Small Cap Growth Fund 15,402 272,360 347,628
PNC Temporary Fund 390,902 390,902 390,902
Security Investment Account II 4,037 4,037 4,037
Security Banc Corporation Common
Stock* 316,468 4,525,172 14,557,514
VanGuard Index Fund 11,709 972,464 1,334,219
--------------------------
Total assets held for investment $8,061,057 18,914,407
==========================
</TABLE>
* Party in interest to the plan.
13
<PAGE> 17
Security Banc Corporation 401 (k)
Profit Sharing Savings Plan
Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
NET
NUMBER NUMBER PROCEEDS
OF OF PURCHASE SELLING FROM NET
DESCRIPTION PURCHASES SALES PRICE PRICE SALE GAIN
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (III) - A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
- ------------------------------------------------------------------------
Franklin Small Cap Growth Fund 18 5 $ 408,512 $ 136,151 $ 152,493 $ 16,342
Kaufmann Fund, Inc. 56 31 55,253 650,236 604,823 (45,413)
Vanguard Wellington Fund 19 8 523,070 14,328 15,085 757
Security Banc Corporation Common
Stock 90 57 1,512,823 75,545 194,386 118,841
Security Investment Account II 97 47 934,881 1,300,329 1,300,329 --
VanGuard Index Fund 85 41 311,826 169,571 208,680 39,109
</TABLE>
There were no Category (i), (ii) or (iv) reportable transactions during the year
ended December 31, 1998.
14
<PAGE> 1
Exhibit 24.1
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, 1998, and to the
incorporation by reference in the Registration Statement (Form S-8 No. 33-59244)
pertaining to the Security Banc Corporation 401 (K) Profit Sharing Savings Plan
of our report dated June 25, 1999 with respect to financial statements and
schedules of the Security Banc Corporation 401 (k) Profit Sharing Savings Plan
for the year ended December 31, 1998.
/s/ Ernst & Young LLP
June 25, 1999
Columbus, Ohio
