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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 (Fee required)
For the fiscal year ended December 31, 1997
----------------------------------------
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) Supplemental Schedules
A. Schedule of Assets Held for Investment Purposes
B. Schedule of Reportable (5%) 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 25, 1998
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Financial Statements and Schedules
Southwest Bank
401(k) Retirement Savings Plan
Years ended December 31, 1997 and 1996
with Report of Independent Auditors
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Southwest Bank
401(k) Retirement Savings Plan
Financial Statements
and Schedules
Years ended December 31, 1997 and 1996
<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
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes 8
Line 27d - Schedule of Reportable (5%) Transactions 9
</TABLE>
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Report of Ernst & Young
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, 1997 and 1996, 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, 1997 and 1996, 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 supplemental
schedules of assets held for investment purposes as of December 31, 1997, and
reportable (5 percent) 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 supplemental 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.
/s/ Ernst & Young LLP
June 15, 1998
1
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<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Statements of Net Assets Available for Plan Benefits
<CAPTION>
DECEMBER 31
--------------------------------------------------------------------------------
1997 1996 1997 1996 1997 1996
-------------------------- ---------------------- --------------------------
STOCK FUND GUARANTEED FUND TOTAL
-------------------------- ---------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $8,204,020 $5,075,462 $573,150 $535,103 $8,777,170 $5,610,565
Other receivables 1,273 - 276 - 1,549 -
-------------------------- ---------------------- --------------------------
Total assets 8,205,293 5,075,462 573,426 535,103 8,778,719 5,610,565
LIABILITIES
Other payables - 4,587 - 1,165 - 5,752
-------------------------- ---------------------- --------------------------
Total liabilities - 4,587 - 1,165 - 5,752
-------------------------- ---------------------- --------------------------
Net assets available for plan benefits $8,205,293 $5,070,875 $573,426 $533,938 $8,778,719 $5,604,813
========================== ====================== ==========================
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
--------------------------------------------------------------------------------
1997 1996 1997 1996 1997 1996
-------------------------- ---------------------- --------------------------
STOCK FUND GUARANTEED FUND TOTAL
-------------------------- ---------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividends $ 69,310 $ 53,875 $ 30,307 $ 29,888 $ 99,617 $ 83,763
Contributions:
Employer 91,390 82,647 17,879 20,792 109,269 103,439
Employees 294,231 263,298 54,745 60,148 348,976 323,446
Realized and unrealized gains 2,733,028 2,007,054 - - 2,733,028 2,007,054
-------------------------- ---------------------- --------------------------
Total additions 3,187,959 2,406,874 102,931 110,828 3,290,890 2,517,702
Deductions from net assets attributed to:
Distributions to participants 40,529 128,317 76,455 154,502 116,984 282,819
-------------------------- ---------------------- --------------------------
Total deductions 40,529 128,317 76,455 154,502 116,984 282,819
-------------------------- ---------------------- --------------------------
Net increase (decrease) prior to interfund
transfers 3,147,430 2,278,557 26,476 (43,674) 3,173,906 2,234,883
Interfund transfers (13,012) 90,976 13,012 (90,976) - -
-------------------------- ---------------------- --------------------------
Net increase (decrease) 3,134,418 2,369,533 39,488 (134,650) 3,173,906 2,234,883
Net assets available for plan benefits:
Beginning of year 5,070,875 2,701,342 533,938 668,588 5,604,813 3,369,930
-------------------------- ---------------------- --------------------------
End of year $8,205,293 $5,070,875 $573,426 $533,938 $8,778,719 $5,604,813
========================== ====================== ==========================
See accompanying notes.
</TABLE>
3
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Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 1997 and 1996
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 1997 or 1996.
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
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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 vested 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
of $12,617 were used to reduce contributions during the year ended December
31, 1997. There were no forfeitures used to reduce contributions during the
year ended December 31, 1996.
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 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, 1997 and 1996, are as follows:
<TABLE>
<CAPTION>
FAIR VALUE
DESCRIPTION 1997 1996
- --------------------------------------------------------------------------
<S> <C> <C>
CIGNA Guaranteed Long-Term Account $ 566,555 $ 528,278
Mississippi Valley Common Stock 8,170,065 5,046,610
</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 fair value as provided
by CIGNA. The fair 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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SUPPLEMENTAL SCHEDULES
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<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<CAPTION>
NUMBER OF FAIR
DESCRIPTION SHARES COST VALUE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CIGNA Guaranteed Long-Term Account N/A $ 566,555 $ 566,555
Mississippi Valley Common Stock 253,335.34 2,144,855 8,170,065
Southwest Bank Money Market Account N/A 142 142
Southwest Bank Demand Deposit Account N/A 40,408 40,408
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$2,751,960 $8,777,170
===========================
</TABLE>
8
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<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Line 27d - Schedule of Reportable (5%) Transactions
Year ended December 31, 1997
<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 24 29 $348,977 $488,551 $ -
Southwest Bank
Money Market Account 12 12 371,575 371,436 -
Mississippi Valley
Common Stock 12 - 371,436 - -
</TABLE>
There were no category (i), (ii), or (iv) reportable transactions during
1997.
9
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Consent of Ernst & Young LLP
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 June 15, 1998, 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,
1997.
/s/ Ernst & Young LLP
St. Louis, Missouri
June 19, 1998
