<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] Annual report pursuant to Section 15 (d) of the Securities Exchange
Act of 1934 (Fee required)
For the fiscal year ended December 31, 1995
------------------------------------------------
Or
[ ] 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 0-22008
A. Full title of the Plan:
The Southwest Bank 401 (k) Retirement Savings Plan
B. Name of the issuer of securities held pursuant to the Plan and the
address of its principal executive offices:
Mississippi Valley Bancshares, Inc.
700 Corporate Park Drive
St. Louis, MO 63105
<PAGE> 2
REQUIRED INFORMATION
Attached hereto and incorporated herein by reference are the following
financial statements and exhibits:
(a) Financial Statements
--------------------
(i) Report of Independent Auditors
(ii) Statements of Net Assets Available for Plan Benefits
(iii) Statements of Changes in Net Assets Available for Plan
Benefits
(iv) Notes to Financial Statements
(v) Schedules
A. Assets Held for Investment
B. Reportable Transactions
(b) Exhibits
--------
(23) Consent of Ernst & Young LLP
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
The Southwest Bank 401 (k)
Retirement Savings Plan
By: /s/ Mary P. Sherrill
-------------------------------------
Mary P. Sherrill
Trustee
Date: June 21, 1996
<PAGE> 3
Financial Statements and Schedules
Southwest Bank
401(k) Retirement Savings Plan
Years ended December 31, 1995 and 1994
with Report of Independent Auditors
<PAGE> 4
Southwest Bank
401(k) Retirement Savings Plan
Financial Statements
and Schedules
Years ended December 31, 1995 and 1994
<TABLE>
CONTENTS
<S> <C>
Report of Independent Auditors....................................... 1
Financial Statements
Statements of Net Assets Available for Plan Benefits................. 2
Statements of Changes in Net Assets Available for Plan Benefits...... 3
Notes to Financial Statements........................................ 4
Schedules
Assets Held for Investment........................................... 8
Reportable Transactions.............................................. 9
</TABLE>
<PAGE> 5
ERNST & YOUNG LLP / / Gateway One / / Phone: 314 259 1000
Suite 1400
701 Market Street
St. Louis, Missouri 63101
Report of Independent Auditors
The Trustees
Southwest Bank
401(k) Retirement Savings Plan
We have audited the accompanying statements of net assets available for plan
benefits of the Southwest Bank 401(k) Retirement Savings Plan (the Plan) as of
December 31, 1995 and 1994, and the related statements of changes in net assets
available for plan 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 plan benefits of
the Plan at December 31, 1995 and 1994, and the changes in its net assets
available for plan 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 accompanying schedules
of assets held for investment as of December 31, 1995, and reportable
transactions for the year then ended, are presented for purposes 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 statements of net assets available for plan benefits and the statements
of changes in net assets available for plan benefits is presented for purposes
of additional analysis rather than to present the net assets available for
plan benefits and changes in net assets available for plan benefits of each
fund. The schedules and fund information have been subjected to the auditing
procedures applied in our 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.
April 26, 1996 /s/ Ernst & Young LLP
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
1
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<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Statements of Net Assets Available for Plan Benefits
<CAPTION>
DECEMBER 31
----------------------------------------------------------------------------------
1995 1994 1995 1994 1995 1994
----------------------------------------------------------------------------------
STOCK FUND GUARANTEED FUND TOTAL
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $2,701,452 $1,638,880 $669,065 $572,396 $3,370,517 $2,211,276
Dividends receivable 80 6,440 - - 80 6,440
----------------------------------------------------------------------------------
Total assets 2,701,532 1,645,320 669,065 572,396 3,370,597 2,217,716
LIABILITIES
Accounts payable 190 35,255 477 - 667 35,255
----------------------------------------------------------------------------------
Total liabilities 190 35,255 477 - 667 35,255
----------------------------------------------------------------------------------
Net assets available for plan benefits $2,701,342 $1,610,065 $668,588 $572,396 $3,369,930 $2,182,461
==================================================================================
See accompanying notes.
</TABLE>
2
<PAGE> 7
<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Statements of Net Assets Available for Plan Benefits
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------------------------------------------------------------
1995 1994 1995 1994 1995 1994
----------------------------------------------------------------------------------
STOCK FUND GUARANTEED FUND TOTAL
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividends $ 34,823 $ 23,227 $ 34,779 $ 29,710 $ 69,602 $ 52,937
Contributions:
Employer 74,002 64,600 22,296 22,424 96,298 87,024
Employees 229,412 190,369 72,690 76,126 302,102 266,495
Net appreciation in fair value of
investments 801,110 184,887 - - 801,110 184,887
----------------------------------------------------------------------------------
Total additions 1,139,347 463,083 129,765 128,260 1,269,112 591,343
Deductions from net assets attributed to:
Distributions to participants 53,466 45,720 28,177 11,339 81,643 57,059
----------------------------------------------------------------------------------
Total deductions 53,466 45,720 28,177 11,339 81,643 57,059
----------------------------------------------------------------------------------
Net increase prior to interfund transfers 1,085,881 417,363 101,588 116,921 1,187,469 534,284
Interfund transfers 5,396 88,393 (5,396) (88,393) - -
----------------------------------------------------------------------------------
Net increase 1,091,277 505,756 96,192 28,528 1,187,469 534,284
Net assets available for plan benefits:
Beginning of year 1,610,065 1,104,309 572,396 543,868 2,182,461 1,648,177
----------------------------------------------------------------------------------
End of year $2,701,342 $1,610,065 $668,588 $572,396 $3,369,930 $2,182,461
==================================================================================
See accompanying notes.
</TABLE>
3
<PAGE> 8
Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 1995 and 1994
1. DESCRIPTION OF THE PLAN AND SUMMARY OF ACCOUNTING POLICIES
The following description of the Southwest Bank 401(k) Retirement Savings Plan
(the Plan) provides only general information. Participants should refer to the
Summary Plan Description of the plan agreement for a more complete description
of the Plan's provisions.
GENERAL
The Plan was established by Southwest Bank (the Company), a wholly owned
subsidiary of Mississippi Valley Bancshares, Inc., as of November 26, 1986,
and was amended and restated as of January 1, 1987, to provide retirement
benefits to eligible employees.
The Plan is a defined contribution plan covering all employees of the Company
who have reached age 21 and have completed one year of continuous service or
were otherwise an eligible employee on or before November 26, 1986. The Plan
is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA) and Section 401(k) of the Internal Revenue Code (IRC).
CONTRIBUTIONS
Employees may elect to contribute up to 18 percent of their pretax compensation
subject to IRC limitation. The Company matches 50 percent of employees'
contributions up to a maximum of 2-1/2 percent of pretax compensation.
Additional amounts may be contributed at the discretion of the Company, but
there were no such contributions in 1995 or 1994.
Contributions from participants are accrued based upon authorized payroll
deductions. Employer contributions are accrued in accordance with the employer
matching obligation as defined in the Plan.
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each participant in the Plan. In
addition to participants' contributions, each participant's account is
credited with the Company's matching contribution and plan earnings.
Investment earnings are allocated semiannually to each participant by
investment fund based on that participant's share of total investments.
4
<PAGE> 9
Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN AND SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
VESTING
The benefit to which a participant is entitled is the benefit that can be
provided from the vested portion of the participant's account. Participants
are immediately vested in their voluntary contributions and the related
earnings thereon. Vesting in the remainder of their accounts is based on
years of continuous service, with participants being 50 percent vested after
three years of service, 75 percent after four years, and 100 percent vested
after five years of service.
PARTICIPANT WITHDRAWALS AND DISTRIBUTIONS
Participants, while employed by the Company, may elect to withdraw all or a
portion of their vested Company contribution account value upon attainment of
age 65 or sooner or if they experience a financial hardship, as defined in
the Plan, subject to IRC limitations and possible penalties.
Upon termination of service, a participant or the participant's beneficiary
may elect to receive his or her vested account value in the form of a lump-sum
distribution or may elect to transfer the account value to an individual
retirement account or another employer's qualified plan if the subsequent
employer permits such transfer.
FORFEITURES
Forfeitures are used to reduce employer matching contributions. Forfeitures
used to reduce contributions amounted to $920 for the year ended December 31,
1994. There were no forfeitures used to reduce contributions during the year
ended December 31, 1995.
PLAN ADMINISTRATION
The cost of administering the Plan may be paid by the Company. If the Company
does not pay the cost of administering the Plan, it shall be paid from assets
of the Plan. The Company has historically paid all of the costs associated
with administering the Plan.
5
<PAGE> 10
Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN AND SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
PLAN TERMINATION
Although the Company has not expressed any intent to do so, the Company has
the right to discontinue its contributions to the Plan and to terminate the
Plan subject to the provisions of ERISA. In the event of plan termination,
participants will become 100 percent vested in their accounts.
INVESTMENTS
All contributions received by the Plan are invested in a guaranteed long-term
account at Connecticut General Life Insurance Company (CIGNA) or in common
stock of Mississippi Valley Bancshares, Inc. (Mississippi Valley). Participant
contributions are used monthly to purchase shares of Mississippi Valley
common stock, and dividends and interest are used semiannually to purchase
shares of Mississippi Valley common stock.
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.
2. INVESTMENTS
Investments representing more than 5 percent of assets held by the Plan at
December 31, 1995 and 1994, are as follows:
<TABLE>
<CAPTION>
FAIR VALUE
--------------------------------
DESCRIPTION 1995 1994
- ------------------------------------------------------------------------------------
<S> <C> <C>
CIGNA Guaranteed Long-Term Account $ 660,797 $ 569,346
Mississippi Valley Common Stock 2,673,572 1,583,805
</TABLE>
6
<PAGE> 11
Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
The Plan's investment in the guaranteed long-term account consists solely of
a group annuity contract with CIGNA that is valued at contract value as
provided by CIGNA. The contract value is increased by plan contributions and
contract earnings and decreased by plan withdrawals and administrative
expenses. The contract does not guarantee a specified rate of interest. This
contract has no expiration date but can be terminated by the Plan's trustee
at any time.
The Plan's investments in the Southwest Bank Money Market Account and the
Southwest Bank Demand Deposit Account are valued at cost plus accrued interest.
Shares of Mississippi Valley common stock are valued at the closing bid price
on the last business day of the year.
3. INCOME TAX STATUS
The Internal Revenue Service ruled in November 1994 that the Plan qualified
under Section 401(k) of the IRC and was, therefore, not subject to tax
under income tax law. Subsequent to the IRS ruling, the Plan was amended.
A favorable determination of the Plan was received on the Plan's amendments.
7
<PAGE> 12
SCHEDULES
<PAGE> 13
<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Assets Held for Investment
December 31, 1995
<CAPTION>
NUMBER OF FAIR
DESCRIPTION SHARES COST VALUE
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CIGNA Guaranteed Long-Term Account N/A $ 660,797 $ 660,797
Mississippi Valley Common Stock 106,943 1,353,611 2,673,572
Southwest Bank Money Market Account N/A 82 82
Southwest Bank Demand Deposit Account N/A 36,066 36,066
-----------------------------------
$2,050,556 $3,370,517
===================================
</TABLE>
8
<PAGE> 14
<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Reportable Transactions
Year ended December 31, 1995
<CAPTION>
NUMBER NUMBER AMOUNT AMOUNT NET GAIN
OF OF OF OF OR
ASSET DESCRIPTION PURCHASES SALES PURCHASES SALES (LOSS)
- ----------------------------------------------------------------------------------------------------
Category (iii) - Series of securities transactions
- --------------------------------------------------
<S> <C> <C> <C> <C> <C>
Southwest Bank
Demand Deposit Account 25 30 $299,084 $420,771 $ -
Southwest Bank
Money Market Account 14 14 339,127 288,658 -
Mississippi Valley
Common Stock 14 - 288,658 - -
There were no category (i), (ii), or (iv) reportable transactions during 1995.
</TABLE>
9
<PAGE> 1
Exhibit 23
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-00898) pertaining to the Southwest Bank 401(k) Retirement
Savings Plan of our report dated April 26, 1996, with respect to the financial
statements and schedules of the Southwest Bank 401(k) Retirement Savings Plan
included in this Annual Report (Form 11-K) for the year ended December 31, 1995.
St. Louis, Missouri /s/ Ernst & Young LLP
June 21, 1996
