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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11 K
ANNUAL REPORT UNDER SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended: December 31, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES ACT OF 1934.
For transition period from
Commission File Number: 0-26086
A. Full title of plan and the address of the plan, if different from that of
the issuer named below:
YARDVILLE NATIONAL BANK
EMPLOYEES' RETIREMENT/SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Yardville National Bancorp
2465 Kuser Road, Hamilton, New Jersey 08690
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REQUIRED INFORMATION
Financial Statements Page
Independent Auditors' Report
Statements of Net Assets Available for Benefit as of
December 31, 1999 and December 31, 1998.
Statements of Changes in Net Assets Available for Benefits
for the Years ended December 31, 1999 and
December 31, 1998.
Notes to Financial Statements
Signature of Plan Administrator
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SIGNATURE OF PLAN ADMINISTRATOR
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
Yardville National Bank
Employees' Retirement/Savings Plan
Dated: June 30, 2000 /s/ Kathleen A. Fone
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Kathleen A. Fone
Plan Administrator
Senior Vice President Human Resources
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YARDVILLE NATIONAL BANK
EMPLOYEES' RETIREMENT/SAVINGS PLAN
Financial Statements and Schedules
December 31, 1999 and 1998
Index
Page
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits as of
December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits
- Years ended December 31, 1999 and 1998 3
Notes to Financial Statements - December 31, 1999 and 1998 4
Schedules
1 Schedule G, Part III - Nonexempt Transactions - Year Ended
December 31, 1999 9
2 Schedule H, Line 4(i) - Schedule of Assets Held for
Investment Purposes - December 31, 1999 10
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KPMG LOGO
New Jersey Headquarters
150 John F. Kennedy Parkway
Short Hills, NJ 07078
Independent Auditors' Report
The Trustees
Yardville National Bank
Employees' Retirement/Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Yardville National Bank Employees' Retirement/Savings Plan as of December 31,
1999 and 1998, 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. 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 net assets available for benefits as of December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of non-exempt
transactions and assets held for investment purposes 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
are the responsibility of the Plan's management. The supplemental schedules have
been subjected to the auditing procedures applied in the audits 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.
KPMG LLP
June 16, 2000
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YARDVILLE NATIONAL BANK
EMPLOYEES' RETIREMENT/SAVINGS PLAN
Statements of Net Assets
Available for Benefits
December 31, 1999 and 1998
1999 1998
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Assets:
Investment funds (note 6) 3,395,515 3,228,408
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Receivables:
Employee contributions 46,000 --
Employer contributions 14,171 --
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Total receivables 60,171 --
Participant loans (note 3) 94,738 58,221
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Net assets available for benefits $3,550,424 3,286,629
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See accompanying notes to financial statements.
2
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YARDVILLE NATIONAL BANK
EMPLOYEES' RETIREMENT/SAVINGS PLAN
Statements of Changes in Net Assets
Available for Benefits
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Additions to net assets:
Contributions (note 2):
Employee contributions 372,630 296,436
Employer contributions net of forfeitures 127,628 110,111
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Total contributions 500,258 406,547
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Investment income:
Net appreciation
in fair value of investments (note 6) 278,936 216,641
Interest and dividends 45,094 105,747
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Net investment income 324,030 322,388
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Interest income from employee loan repayments 6,135 5,073
Employee loan repayments receivable 984 --
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Total additions 831,407 734,008
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Deductions from net assets:
Distributions to participants (note 2) (567,612) (118,352)
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Total deductions (567,612) (118,352)
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Net increase in net assets
available for benefits 263,795 615,656
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Net assets available for benefits:
Beginning of year 3,286,629 2,670,973
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End of year $ 3,550,424 3,286,629
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</TABLE>
See accompanying notes to financial statements.
3
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YARDVILLE NATIONAL BANK
EMPLOYEES' RETIREMENT/SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on an accrual
basis and present the net assets available for benefits and the changes in
those net assets. Certain amounts in the 1998 financial statement have been
reclassified in order to conform with the 1999 presentation.
Administrative Expenses
Administrative expenses are paid by Yardville National Bank (the Bank).
Investment Valuation and Income Recognition
The Yardville National Bank Employees' Retirement/Savings Plan's (the Plan)
investments are stated at fair value except for its investment contracts,
which are valued at contract value. Contract value is estimated to
approximate fair value. Shares of mutual funds are valued at quoted market
prices, which represent the asset value of shares held by the Plan at year
end. The Bank's stock is valued at its quoted market price. Participant
notes receivable are valued at cost which approximates fair 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 date.
Risks and Uncertainties
The assets of the Plan are primarily financial instruments, which are
monetary in nature. Accordingly, interest rates have a more significant
impact on the Plan's performance than do the effects of general levels of
inflation. Interest rates generally do not move in the same direction or
with the same magnitude as prices of goods and services as measured by the
consumer price index. Investments are subject to risk conditions of
individual funds' objectives, stock market performance, interest rates,
economic conditions, and world affairs.
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 reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and deductions
during the reporting period. Actual results could differ from those
estimates.
4
(Continued)
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YARDVILLE NATIONAL BANK
EMPLOYEES' RETIREMENT/SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(2) Description of Plan
The following description of 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 participant-directed, defined contribution plan that was
initiated in 1987 and is administered by the Bank. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
In 1990, the employer transferred assets of the Plan to Mutual Benefit
Life Insurance Company (Mutual Benefit). On July 16, 1991, Mutual
Benefit was placed in rehabilatory conservatorship. This action
resulted in a freeze on payments from discontinued group annuity
contracts. Yardville National Bank (the Bank) withdrew all nongroup
annuity contract funds and transferred them, as well as future
contributions, to a Yardville National Bank Imprest account until a
new plan administrator was chosen. In October 1992, the Bank
temporarily transferred all available funds and future contributions
to a Metropolitan Life Group Annuity Contract for the remainder of the
fiscal year. In 1994, MBL Life Assurance Corporation assumed these
contracts under a rehabilitation plan (the Rehabilitation Plan). The
Rehabilitation Plan guaranteed at least 3.5% interest and full cash
values if participants elected to leave their money with Mutual
Benefit until the end of 1999 or $.55 on the dollar if they withdrew.
A plan with new investment options, but the same plan provisions, was
developed in May 1996 with Metropolitan Life Insurance Company
(Metropolitan Life). In 1996, the participants made their elections
and all but two elected to leave their money with Mutual Benefit (now
MBL Life Assurance Corporation) until the end of 1999. In May 1999,
all funds were released and transferred to Metropolitan Life.
Metropolitan Life Insurance Company's Recordkeeping Services were
taken over by Benefit Services Corporation (a wholly-owned subsidiary
of Metropolitan Life) in August 1998. As a result of the transfer, the
Bank amended the Plan to include new investment options and plan
provisions. The funds with Metropolitan Life were initially
transferred to similar funds of Benefit Services Corporation during
the August 1998 conversion. Subsequent to the initial transfer of
funds, participants may redirect fund balances in 1% increments.
Investment Options
The participant contributions and bank matching contributions may be
allocated to various investment funds, guaranteed investment accounts
and/or the Yardville National Bank Stock fund at the discretion of the
participant.
5
(Continued)
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YARDVILLE NATIONAL BANK
EMPLOYEES' RETIREMENT/SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
Benefits and Contributions
Eligible participants include employees who have attained the age of
19, are not resident aliens or collectively bargained employees, and
have worked one month following their date of hire and have completed
one year of service, as defined. Benefits are determined based on
accumulated participants' and employer's contributions and related
investment earnings or losses on those contributions. The participant
can contribute up to 12% of base compensation, as defined. The Bank's
contributions are equal to 50% of the participants' contributions, up
to 6% of base compensation. The employer may also make discretionary
contributions. Each year the employer's Board of Directors will
determine if a discretionary contribution will be made to the Plan.
Each member's share of this contribution is based on the relationship
their compensation bears to the total compensation of employees
participating in Plan. At the plan administrator's discretion,
employees are entitled to contribute rollovers from other qualified
plans. Any forfeited amounts reduce the employer's contributions to
the Plan, and any remaining forfeitures are re-allocated to
participants.
Vesting
All participants are fully vested in their voluntary contributions and
related investment earnings or losses. In event of death, disability,
or retirement, matching contributions and related investment earnings
or losses are also considered fully vested to the participant. Vesting
in the remainder of the account is based on years of service, as
defined, with full vesting being attained after five years. In the
event of termination of employment, the nonvested portion of the
account is used to reduce future employer contributions.
Funding
Employee contributions are funded through bi-weekly payroll
deductions, and employer matching is funded each pay period.
Payment of Benefits
Upon normal retirement at age 65 or termination of employment, a
participant may elect to receive a lump-sum amount equal to his or her
vested account balance at termination date, various annuity options,
or, by agreement with the plan administrator, a lump-sum payment at
any date prior to the April 1 following the taxable year he or she
attains, or would have attained, age 59-1/2. The benefit to which a
participant is entitled is the benefit which can be provided from the
participant's vested account balance.
6
(Continued)
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YARDVILLE NATIONAL BANK
EMPLOYEES' RETIREMENT/SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(3) Loan Policy
Employees participating in the Plan are eligible to receive loans from the
Plan. Loans that are granted to the participant are subject to the
following conditions:
o The minimum amount of any loan shall have a minimum term of 12 months.
The maximum loan amount is determined under federal tax and pension
laws. This is generally the lesser of $50,000, reduced by the highest
outstanding loan balance within the prior 12 months, or 50% of the
vested account balance.
The interest rate on a loan will be a reasonable rate of interest based on
interest rates that institutions in the business of making loans would
charge under similar circumstances.
(4) Plan Termination
Although it has not expressed any intent to do so, the employer has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of plan
termination, participants will fully vest and receive the value of their
accounts as a lump-sum distribution.
(5) Federal Income Taxes
The Internal Revenue Service (IRS) issued its latest determination letter
on July 28, 1987 which stated that the Plan and its underlying trust, as
then designed, qualify under the applicable provisions of the Internal
Revenue Code (the Code) and, therefore, are exempt from federal income
taxes. Subsequently, the Plan has been amended and submitted to the IRS for
a new determination letter. In the opinion of the Plan's trustees, the Plan
and its underlying trust have operated within the terms of the Plan and
should remain qualified under the applicable provisions of the Code.
(6) Investments
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, "Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters" (SOP
99-3). SOP 99-3 simplifies the disclosure for certain investments and is
effective for plan years ending after December 15, 1999. The Plan adopted
SOP 99-3 for the Plan year ending December 31, 1999. Accordingly,
information previously required to be disclosed about participant-directed
fund investment programs is not presented in the Plan's 1999 financial
statements. The Plan's 1998 financial statements have been reclassified to
conform with the current year's presentation.
7
(Continued)
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YARDVILLE NATIONAL BANK
EMPLOYEES' RETIREMENT/SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value as follows:
1999 1998
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Mutual funds $ 86,416 85,648
Investment contracts 216,168 123,190
Common stock (23,648) 7,803
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$ 278,936 216,641
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The following table represents the fair value of individual investments
which exceed 5% of the Plan's assets:
1999 1998
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MetLife/AUM Medium-Term (Balanced
Lifestyle Option) Portfolio $ 522,908 480,348
American Century: 20th Century Ultra 249,727 -
MetLife Stock Market Index Guarantee
Account 948,040 784,633
MBL Life Assurance Corporation -
Guaranteed Certificate Account - 525,778
MetLife Migration Pooled GIC 1,324,220 1,159,029
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8
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Schedule 1
YARDVILLE NATIONAL BANK
EMPLOYEES' RETIREMENT/SAVINGS PLAN
Schedule G, Part III - Nonexempt Transactions
Year Ended December 31, 1999
(a) Identity of party involved: Yardville National Bank
(b) Relationship to plan, employer,
or other party-in-interest: Plan Sponsor
(c) Description of transaction
including maturity date,
rate of interest, collateral,
par or maturity value: The Plan Sponsor inadvertently held
employee contributions from the
11/26/99, 12/10/99 and 12/23/99
payroll cycles until they were
deposited into the Plan on February
3, 2000. Total contributions
amounted to $60,171, including
$14,171 of employer contributions.
The Plan Sponsor will file the Form
5330 and pay the excise taxes on
the prohibited transaction. The
Plan Sponsor will also pay the
estimated lost earnings on these
employee contributions as a
contribution in 2000.
(d) Purchase Price: N/A
(e) Selling Price: N/A
(f) Lease Rental: N/A
(g) Expenses incurred in
connection with transaction: -0-
(h) Cost of Asset: N/A
(i) Current Value of Asset: Unknown
(j) Net gain/(loss) on each transaction: N/A
9
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Schedule 2
YARDVILLE NATIONAL BANK
EMPLOYEES' RETIREMENT/SAVINGS PLAN
Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes
December 31, 1999
Number Current
of shares value
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MetLife/AUM Medium-Term (Balanced
Lifestyle Option) Portfolio 3,432 $ 522,908
American Century - 20th Century Ultra 5,439 249,727
Harris Associates - Oakmark 2,780 75,617
State Street Research Alpha 2,520 35,242
Janus Worldwide 706 53,993
Loomis Sayles Small Cap Value 636 11,295
MetLife Stock Market Index Guarantee Account 1,807 948,040
MetLife Migration Pooled GIC 116,938 1,324,220
Yardville National Bank Stock 18,349 174,473
Loans to participants 94,738 94,738
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3,490,253
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10
