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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the year ended June 30, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ____________
Commission file number 0-15828
EMPLOYEES SALARY REDUCTION PLAN
OF THE FIRST NATIONAL BANK IN MACOMB COUNTY
(Full title of the plan)
FIRST NATIONAL BANK CORP.
18800 Hall Road
Clinton Township, MI 48038-1340
(Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office)
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EMPLOYEES SALARY REDUCTION PLAN OF THE
FIRST NATIONAL BANK IN MACOMB COUNTY
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statement of Assets Available for Benefits as of June 30, 1994 and 1993 2
Statement of Changes in Assets Available for Benefits for the year ended June 30, 1994 3
Notes to Financial Statements 4-6
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED JUNE 30, 1994:
Item 27(a) - Schedule of Assets Held for Investment Purposes 7
Item 27(d) - Schedule of Reportable Transactions - Series 8
SIGNATURES 9
EXHIBIT INDEX:
Exhibit 23 - Independent Auditors' Consent
</TABLE>
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INDEPENDENT AUDITORS' REPORT
Plan Administrator
Employees Salary Reduction Plan of the
First National Bank in Macomb County
Mount Clemens, Michigan
We have audited the accompanying statement of assets available for benefits of
the Employees Salary Reduction Plan of the First National Bank in Macomb County
as of June 30, 1994 and 1993, and the related statement of changes in assets
available for benefits for the year ended June 30, 1994. 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 assets available for benefits of the Plan as of June
30, 1994 and 1993 and the changes in assets available for benefits for the year
ended June 30, 1994, in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund is
presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the assets available
for benefits and changes in assets available for benefits of the individual
funds, and is not a required part of the basic financial statements. The
supplemental schedules of (1) assets held for investment as of June 30, 1994,
and (2) transactions in excess of 5% of the current value of plan assets for
the year ended June 30, 1994, 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. This supplemental information and these schedules are
the responsibility of the Plan's management. Such supplemental information by
fund and such schedules have been subjected to the auditing procedures applied
in our audit of the basic financial statements and, in our opinion, except for
the omission of certain historical cost information, are fairly stated in all
material respects, when considered in relation to the basic financial
statements taken as a whole.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
Detroit, Michigan
December 16, 1994
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EMPLOYEES SALARY REDUCTION PLAN OF THE
FIRST NATIONAL BANK IN MACOMB COUNTY
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 1994 AND 1993
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<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
ASSETS:
Investments at current value:
Guaranteed Income Fund $2,438,877 $2,467,396
Bond Fund 139,969 98,376
Equity Fund 527,087 333,110
Money Market Fund 29,508 146,485
FNB Cash Fund 68,814
FNB Stock Fund 474,510
Loans to participants 152,368 166,384
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Total 3,831,133 3,211,751
Receivables - employer contribution 16,092 12,612
---------- ----------
ASSETS AVAILABLE FOR BENEFITS $3,847,225 $3,224,363
========== ==========
</TABLE>
See notes to financial statements.
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EMPLOYEES SALARY REDUCTION PLAN OF THE
FIRST NATIONAL BANK IN MACOMB COUNTY
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED JUNE 30, 1994
<TABLE>
<CAPTION>
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Supplemental Information By Fund
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Guaranteed Money FNB FNB Total
Income Bond Equity Market Cash Stock Loan All
Fund Fund Fund Fund Fund Fund Fund Funds
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS AVAILABLE FOR BENEFITS
AT THE BEGINNING OF THE YEAR $2,476,477 $ 99,007 $335,380 $ 147,115 $166,384 $3,224,363
ADDITIONS:
Employee contributions 206,254 21,395 70,570 9,161 $23,159 330,539
Employer contributions 123,990 11,872 38,596 6,017 11,930 192,405
Investment income 198,750 (3,232) 14,648 3,636 4,055 $ 87,660 5,087 310,604
Transfers (413,425) 32,579 107,072 (126,307) 30,258 388,926 (19,103)
Forfeiture allocation 2,298 170 628 123 3,219
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Total additions 117,867 62,784 231,514 (107,370) 69,402 476,586 (14,016) 836,767
DEDUCTIONS:
Distributions to retired employees
and beneficiaries (Note 5) 136,132 20,756 36,278 10,034 287 203,487
Forfeitures 8,667 454 1,223 74 10,418
---------- -------- -------- --------- ------- --------- -------- ----------
Total deductions 144,799 21,210 37,501 10,108 287 213,905
---------- -------- -------- --------- ------- --------- -------- ----------
NET ADDITIONS (DEDUCTIONS) (26,932) 41,574 194,013 (117,478) 69,115 476,586 (14,016) 622,862
---------- -------- -------- --------- ------- --------- -------- ----------
ASSETS AVAILABLE FOR BENEFITS
AT THE END OF THE YEAR $2,449,545 $140,581 $529,393 $ 29,637 $69,115 $476,586 $152,368 $3,847,225
========== ======== ======== ========= ======= ========= ======== ==========
</TABLE>
See notes to financial statements.
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EMPLOYEES SALARY REDUCTION PLAN OF THE
FIRST NATIONAL BANK IN MACOMB COUNTY
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1994 AND 1993
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1. THE PLAN
The First National Bank in Macomb County (formerly First National Bank in
Mount Clemens) Employee Salary Reduction Plan (the Plan) was established
on July 1, 1983, was amended on July 1, 1989, under the provisions
of Section 401(k) of the Internal Revenue Code, and was last amended on
February 25, 1994 to include First National Bank Corp. (FNBC) $3.125 par
value common stock, which is held in trust by Comerica Bank, as an
investment option under the Plan. The Plan is a profit-sharing plan
designed to enable eligible employees to contribute to the Plan trust up
to 10% of their annual compensation.
PARTICIPANTS - Employees of the First National Bank in Macomb County (the
Bank) become participants when they have been employed six months and
have completed 500 hours of service. To remain a participant an employee
must complete 20 hours of service per week for an indefinite period of
time. There were 247 and 255 contributing participants as of June
30, 1994 and 1993, respectively.
PARTICIPANT CONTRIBUTIONS - A participant may contribute from 1% to 10%
of compensation, as defined in the Plan.
BANK CONTRIBUTIONS
BASIC - At the discretion of the Board of Directors, an annual basic
contribution equal to 1% of the participants' compensation may be made by
the Bank. All basic contributions are 100% vested with the employee,
provided the participant complies with the provisions as defined by
the Plan.
MATCHING - At the discretion of the Board of Directors, the Bank may
make supplemental matching contributions as follows:
<TABLE>
<CAPTION>
Participant Bank Contribution
Contribution As A Percent Of
Percentage Compensation
<S> <C>
1 % .5 %
2 1.0
3 1.5
4 2.0
5 and more 2.5
</TABLE>
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VESTING - Other than the supplemental matching contribution, participant
account balances are 100% vested. The supplemental matching contribution
is vested as follows:
<TABLE>
<CAPTION>
Years Of
Participation Vesting
In Plan Percentage
<S> <C>
1 20 %
2 40
3 60
4 80
5 100
</TABLE>
However, the five-year requirement for 100% vesting of the Bank's
matching contribution shall be waived in the event of death or election
of early retirement as defined by the Plan.
FORFEITURES - Nonvested matching contributions of terminated participants
become forfeitures after the participant incurs a five-year break in
service, as defined in the Plan. Forfeitures shall be distributed by the
trustee among the accounts of the remaining participants in the
proportion that each account balance bears to the total account balances
of all participants.
ALLOCATIONS - At the end of each quarter, a participant's account is
adjusted to reflect the net earnings of the Plan, including investment
appreciation or depreciation for that quarter. The adjustment is
allocated based on the participant's proportionate share of the
aggregate account balances at the beginning of the quarter, adjusted for
certain changes, as defined in the Plan, occurring during the quarter.
WITHDRAWALS - A participant may withdraw an amount from his participant
contribution account due to hardship, as defined and limited in the Plan.
LOANS - As of July 1, 1989, a participant may borrow against his vested
account balance as allowed by the Plan.
TERMINATIONS - The normal retirement age defined by the Plan is 59-1/2.
Upon normal retirement or death, the entire balance of the participant's
account becomes payable to the participant or his beneficiary. Upon any
other termination of employment, the participant receives the vested
portion of his account. All benefits are payable in either a lump-sum,
fixed periodic payments, or an annuity, as determined by the Plan
administrative committee.
PLAN ADMINISTRATION - Costs of plan administration are paid by the Bank.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements have been
prepared on the accrual basis of accounting.
INVESTMENTS - The investments of the Plan are stated at fair value,
calculated by reference to published market quotations where available;
where not available, various bases are used in arriving at
estimates of fair value.
INVESTMENT INCOME includes net unrealized gains and losses in accordance
with the policy of stating investments at fair values.
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SECURITY TRANSACTIONS - Purchases and sales are accounted for on the
trade date. Interest and dividend income are reported as earned on an
accrual basis.
3. INVESTMENTS
Investments that represent five percent or more of the plan's assets as
of the beginning of the year are separately identified as follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Guaranteed Income Fund $2,438,877 $2,467,396
Equity Fund 527,087 333,110
Money Market Fund 146,485
FNB Stock Fund 474,510
Loans to participants 166,384
</TABLE>
4. TERMINATION OF THE PLAN
In the event of complete termination of the Plan, the balance in the
participant's account will be distributed in cash, either in a lump-sum
or in installments, at the discretion of the committee which
administers the Plan.
5. INTERNAL REVENUE SERVICE STATUS
The Internal Revenue Service has determined that the Plan, as amended
through July 1, 1985, satisfies the requirements of Section 401(a) of the
Internal Revenue Code and is therefore exempt from federal income tax
under Section 501(a) of the Internal Revenue Code. The Plan has
technical amendments dated July 1, 1987 and July 1, 1989 in addition to
the amendment dated February 25, 1994 to include First National Bank
Corp. common stock as an investment alternative. In the opinion of
the plan sponsor, the Plan continues to remain exempt from federal income
taxes.
6. BENEFITS PAYABLE
Benefits payable for terminated and retired participants at June 30, 1994
and 1993 were $41,330 and $70,877, respectively.
7. SUBSEQUENT EVENT
On August 24, 1994, First National Bank Corp. (the Corporation) announced
the execution of an agreement and plan of merger with Old Kent Financial
Corporation. The merger is subject to approval of the Corporation's
shareholders and regulatory agencies.
* * * * * *
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EMPLOYEES SALARY REDUCTION PLAN OF THE
FIRST NATIONAL BANK IN MACOMB COUNTY
EMPLOYER IDENTIFICATION NUMBER - 38-0855945
PLAN NUMBER - 002
FORM 5500
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JUNE 30, 1994
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<TABLE>
<CAPTION>
(c)
------------------------------------------
(b) Description of Investments,
Identity of Issuer, Including Maturity Date, Par Value (e)
Borrower, Lessor, Interest Rate, Collateral and or Number (d) Current
(a) or Similar Party Par or Maturity Value of Shares Cost Value
<S> <C> <C> <C> <C>
** Massachusetts Mutual Life Guaranteed Income Fund *** *** $2,438,877
Insurance Company Bond Fund *** *** 139,969
Equity Fund *** *** 527,087
Money Market Fund *** *** 29,508
FNB Cash Fund $ 68,814 68,814
** First National Bank Corp. FNB Stock Fund 389,002 474,510
** Participants *Loans 152,368 152,368
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Total investments $3,831,133
==========
</TABLE>
* Interest rates on loans to participants range from 9.0% to 12.0%.
** Party-in-interest.
***Information is not provided by the trustee.
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EMPLOYEES SALARY REDUCTION PLAN OF THE
FIRST NATIONAL BANK IN MACOMB COUNTY
EMPLOYER IDENTIFICATION NUMBER - 38-0855945
PLAN NUMBER - 002
FORM 5500
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES
(TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS)
YEAR ENDED JUNE 30, 1994
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The following series of transactions were in excess of 5% of the fair value of
plan assets at the beginning of the year:
<TABLE>
<CAPTION>
(h)
(b) (f) Current
Description of Asset Expenses Value of (i)
(a) (Include Interest Rate (c) (d) (e) Incurred (g) Asset on Net
Identity of and Maturity in Purchase Selling Lease with Cost Transaction Gain
Party Involved Case of Loan) Price Price Rental Transaction of Asset Date (Loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Massachusetts Mutual Life
Insurance Company Guaranteed Income Fund $396,888 * * $396,888 $396,888
Massachusetts Mutual Life
Insurance Company Guaranteed Income Fund $176,118 * * * 176,118 *
First National Bank Corp. FNB Stock Fund 389,002 * * 389,002 389,002
</TABLE>
* Information is not provided by the trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan has caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
/s/ Harold W. Allmacher
----------------------------
Harold W. Allmacher,
Plan Administrator
Employees Salary Reduction
Plan of the First National
Bank in Macomb County
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EXHIBIT INDEX
Exhibit
No. Description
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23 Independent Auditors' Consent
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-52411 of First National Bank Corp. on Form S-8 and in Registration Statement
No. 33-24059 of First National Bank Corp. on Form S-3 of our report dated
December 16, 1994 appearing in this Annual Report on Form 11-K of the
Employees' Salary Reduction Plan of the First National Bank in Macomb County
for the year ended June 30, 1994.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
Detroit, Michigan
December 22, 1994
