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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, 1996
------------------------------------------------
Or
/ / Transition report pursuant to Section 15 (d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from to
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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
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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 26, 1997
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Financial Statements and Schedules
Southwest Bank
401(k) Retirement Savings Plan
Years ended December 31, 1996 and 1995
with Report of Independent Auditors
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Southwest Bank
401(k) Retirement Savings Plan
Financial Statements
and Schedules
Years ended December 31, 1996 and 1995
<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>
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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, 1996 and 1995, 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, 1996 and 1995, 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, 1996, 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.
May 2, 1997
1
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<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Statements of Net Assets Available for Plan Benefits
<CAPTION>
DECEMBER 31
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1996 1995 1996 1995 1996 1995
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STOCK FUND GUARANTEED FUND TOTAL
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<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $5,075,462 $2,701,452 $535,103 $669,065 $5,610,565 $3,370,517
Dividends receivable -- 80 -- -- -- 80
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Total assets 5,075,462 2,701,532 535,103 669,065 5,610,565 3,370,597
LIABILITIES
Accounts payable 4,587 190 1,165 477 5,752 667
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Total liabilities 4,587 190 1,165 477 5,752 667
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Net assets available for plan
benefits $5,070,875 $2,701,342 $533,938 $668,588 $5,604,813 $3,369,930
=======================================================================================
See accompanying notes.
</TABLE>
2
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<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
<CAPTION>
YEAR ENDED DECEMBER 31
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1996 1995 1996 1995 1996 1995
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STOCK FUND GUARANTEED FUND TOTAL
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<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed
to:
Interest and dividends $ 53,875 $ 34,823 $ 29,888 $ 34,779 $ 83,763 $ 69,602
Contributions:
Employer 82,647 74,002 20,792 22,296 103,439 96,298
Employees 263,298 229,412 60,148 72,690 323,446 302,102
Realized and unrealized gains 2,007,054 801,110 -- -- 2,007,054 801,110
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Total additions 2,406,874 1,139,347 110,828 129,765 2,517,702 1,269,112
Deductions from net assets
attributed to:
Distributions to participants 128,317 53,466 154,502 28,177 282,819 81,643
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Total deductions 128,317 53,466 154,502 28,177 282,819 81,643
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Net increase (decrease) prior to
interfund transfers 2,278,557 1,085,881 (43,674) 101,588 2,234,883 1,187,469
Interfund transfers 90,976 5,396 (90,976) (5,396) -- --
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Net increase (decrease) 2,369,533 1,091,277 (134,650) 96,192 2,234,883 1,187,469
Net assets available for plan
benefits:
Beginning of year 2,701,342 1,610,065 668,588 572,396 3,369,930 2,182,461
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End of year $5,070,875 $2,701,342 $ 533,938 $668,588 $5,604,813 $3,369,930
=======================================================================================
See accompanying notes.
</TABLE>
3
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Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 1996 and 1995
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 Plans 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 1996 or 1995.
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 participants account is credited
with the Companys 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
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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 participants 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 employers qualified plan if the subsequent
employer permits such transfer.
FORFEITURES
Forfeitures are used to reduce employer matching contributions. There were no
forfeitures used to reduce contributions during the years ended December 31,
1996 or 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
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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 100percent 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, 1996 and 1995, are as follows:
<TABLE>
<CAPTION>
FAIR VALUE
DESCRIPTION 1996 1995
- -------------------------------------------------------------------------------------
<S> <C> <C>
CIGNA Guaranteed Long-Term Account $ 528,278 $ 660,797
Mississippi Valley Common Stock 5,046,610 2,673,572
</TABLE>
6
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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.
7
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SCHEDULES
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<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Assets Held for Investment
December 31, 1996
<CAPTION>
NUMBER OF FAIR
DESCRIPTION SHARES COST VALUE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CIGNA Guaranteed Long-Term Account N/A $ 528,278 $ 528,278
Mississippi Valley Common Stock 118,744 1,754,090 5,046,610
Southwest Bank Money Market Account N/A 176 176
Southwest Bank Demand Deposit Account N/A 35,501 35,501
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$2,318,045 $5,610,565
====================================
</TABLE>
8
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<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Reportable Transactions
Year ended December 31, 1996
<CAPTION>
NUMBER NUMBER AMOUNT AMOUNT NET GAIN
OF OF OF OF OR
ASSET DESCRIPTION PURCHASES SALES PURCHASES SALES (LOSS)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Category (iii) Series of securities transactions
- -------------------------------------------------
Southwest Bank
Demand Deposit Account 25 30 $315,268 $592,803 $ -
Southwest Bank
Money Market Account 12 13 309,983 428,603 -
Mississippi Valley
Common Stock 13 - 428,603 - -
There were no category (i), (ii), or (iv) reportable transactions during 1996.
</TABLE>
9
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00898) pertaining to the Southwest Bank 401(k) Retirement
Savings Plan of our report dated May 2, 1997, 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, 1996.
St. Louis, Missouri /s/ Ernst & Young LLP
June 27, 1997
