<PAGE> 1
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, 1998
------------------------------------------------
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/ Donna Bess
-----------------------------------------
Donna F. Bess
Vice President
Date: June 24, 1999
<PAGE> 3
Financial Statements
and Supplemental Schedules
Southwest Bank
401(k) Retirement Savings Plan
Years ended December 31, 1998 and 1997
with Report of Independent Auditors
<PAGE> 4
Southwest Bank
401(k) Retirement Savings Plan
Financial Statements
and Supplemental Schedules
Years ended December 31, 1998 and 1997
<TABLE>
CONTENTS
<S> <C>
Report of Independent Auditors 1
Financial Statements
Statements of Net Assets Available for Plan Benefits,
With Fund Information 2
Statements of Changes in Net Assets Available for Plan Benefits,
With Fund Information 3
Notes to Financial Statements 4
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes 9
Line 27d - Schedule of Reportable (5%) Transactions 10
</TABLE>
<PAGE> 5
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, 1998 and 1997, 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, 1998 and 1997, 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, 1998 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.
Ernst & Young LLP
June 15, 1999
1
<PAGE> 6
<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Statements of Net Assets Available for Plan Benefits, With Fund Information
<CAPTION>
DECEMBER 31
-----------------------------------------------------------------------------------------
1998 1997 1998 1997 1998 1997
-------------------------- ------------------------- --------------------------
MONEY MARKET FUND MULTI-SECTOR BOND FUND LARGE GROWTH FUND
-------------------------- ------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $674,990 $ -- $6,658 $ -- $184,908 $ --
Contributions and other
receivables 2,916 -- 1,810 -- 7,424 --
-------------------------- ------------------------- --------------------------
Total assets 677,906 -- 8,468 -- 192,332 --
LIABILITIES - -- -- -- -- --
Other payables - -- -- -- -- --
-------------------------- ------------------------- --------------------------
Total liabilities - -- -- -- -- --
-------------------------- ------------------------- --------------------------
Net assets available
for plan benefits $677,906 $ -- $8,468 $ -- $192,332 $ --
========================== ========================= ==========================
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31
-----------------------------------------------------------------------------------------------------------
1998 1997 1998 1997 1998 1997 1998 1997
------------------- ---------------------------- -------------------- ----------------------------
WORLD STOCK FUND STOCK FUND GUARANTEED FUND TOTAL
------------------- ---------------------------- -------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments,
at fair value $14,019 $ -- $8,678,020 $8,204,020 $ -- $573,150 $9,558,595 $8,777,170
Contributions and
other receivables 3,804 -- 64,301 1,273 -- 276 80,255 1,549
------------------- ---------------------------- -------------------- ----------------------------
Total assets 17,823 -- 8,742,321 8,205,293 -- 573,426 9,638,850 8,778,719
LIABILITIES
Other payables -- -- -- -- -- -- -- --
------------------- ---------------------------- -------------------- ----------------------------
Total liabilities -- -- -- -- -- -- -- --
------------------- ---------------------------- -------------------- ----------------------------
Net assets available
for plan benefits $17,823 $ -- $8,742,321 $8,205,293 $ -- $573,426 $9,638,850 $8,778,719
=================== ============================ ==================== ============================
See accompanying notes.
</TABLE>
2
<PAGE> 7
<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits, With Fund Information
<CAPTION>
YEAR ENDED DECEMBER 31
-----------------------------------------------------------------------------------------
1998 1997 1998 1997 1998 1997
-------------------------- ------------------------- --------------------------
MONEY MARKET FUND MULTI-SECTOR BOND FUND LARGE GROWTH FUND
-------------------------- ------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Interest and dividend income $ 9,163 $ -- $ -- $ -- $ -- $ --
Contributions:
Employer match 3,732 -- 1,965 -- 8,056 --
Participant 16,451 -- 6,353 -- 28,101 --
Realized and
unrealized appreciation -- -- 142 -- 12,696 --
-------------------------- ------------------------- --------------------------
Total additions 29,346 -- 8,460 -- 48,853 --
Deductions from net
assets attributed to:
Distributions to
participants 43,840 -- -- -- 68 --
-------------------------- ------------------------- --------------------------
Total deductions 43,840 -- -- -- 68 --
-------------------------- ------------------------- --------------------------
Net increase (decrease)
prior to interfund
transfers (14,494) -- 8,460 -- 48,785 --
Interfund transfers 692,400 -- 8 -- 143,547 --
-------------------------- ------------------------- --------------------------
Net increase (decrease) 677,906 -- 8,468 -- 192,332 --
Net assets available
for plan benefits:
Beginning of year -- -- -- --
-------------------------- ------------------------- --------------------------
End of year $677,906 $ -- $8,468 $ -- $192,332 $ --
========================== ========================= ==========================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------------------------------------------------------------------------------------
1998 1997 1998 1997 1998 1997 1998 1997
------------------ --------------------------- ------------------------ --------------------------
WORLD STOCK FUND STOCK FUND GUARANTEED FUND TOTAL
------------------ --------------------------- ------------------------ --------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net
assets attributed to:
Interest and
dividend income $ -- $ -- $ 84,244 $ 69,310 $ 19,685 $ 30,307 $ 113,092 $ 99,617
Contributions:
Employer match 3,565 -- 127,348 91,390 9,536 17,879 154,202 109,269
Participant 12,672 -- 520,559 294,231 25,970 54,745 610,106 348,976
Realized and
unrealized
appreciation 1,566 -- 334,000 2,733,028 -- -- 348,404 2,733,028
------------------ --------------------------- ------------------------ --------------------------
Total additions 17,803 -- 1,066,151 3,187,959 55,191 102,931 1,225,804 3,290,890
Deductions from
net assets
attributed to:
Distributions to
participants 15 -- 290,543 40,529 31,207 76,455 365,673 116,984
------------------ --------------------------- ------------------------ --------------------------
Total deductions 15 -- 290,543 40,529 31,207 76,455 365,673 116,984
------------------ --------------------------- ------------------------ --------------------------
Net increase
(decrease) prior to
interfund transfers 17,788 775,608 3,147,430 23,984 26,476 860,131 3,173,906
Interfund transfers 35 -- (238,580) (13,012) (597,410) 13,012 -- --
------------------ --------------------------- ------------------------ --------------------------
Net increase (decrease) 17,823 -- 537,028 3,134,418 (573,426) 39,488 860,131 3,173,906
Net assets available
for plan benefits:
Beginning of year -- -- 8,205,293 5,070,875 573,426 533,938 8,778,719 5,604,813
------------------ --------------------------- ------------------------ --------------------------
End of year $17,823 $ -- $8,742,321 $8,205,293 $ -- $573,426 $9,638,850 $8,778,719
================== =========================== ======================== ==========================
See accompanying notes.
</TABLE>
3
<PAGE> 8
Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
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 August 14, 1998 to expand the employee
investment fund options to include five registered funds.
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 5 percent of pretax compensation.
Additional amounts may be contributed at the discretion of the Company, but
there were no such contributions in 1998 or 1997.
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.
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)
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 daily to each participant by investment
fund based on that participant's share of total investments.
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 $2,117 and $12,617 were used to reduce contributions during the years
ended December 31, 1998 and 1997, respectively.
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 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.
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.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employer and employee
contributions in 5 percent increments in any of five investment options. A
participant has the opportunity to change his or her options daily.
Money Market Fund - Funds are invested in shares of a registered investment
company that invests in obligations issued or guaranteed by the U.S.
government.
Multi-Sector Bond Fund - Funds are invested in shares of a registered
investment company that invests primarily in foreign government and corporate
debt securities, U.S. government securities, and lower-rated, high-yield
domestic bonds. On these securities, the fund may write covered call options
as well.
Large Growth Fund - Funds are invested in shares of a registered investment
company that invests primarily in common stocks of larger, more established
companies. In addition, the fund has the option to invest in foreign
securities, preferred stocks, warrants, government securities, and corporate
debt.
World Stock Fund - Funds are invested in shares of a registered investment
company that invests primarily in foreign and domestic common stocks.
Investors also have the option to invest in preferred stocks, warrants,
government securities, and corporate debt.
Company Stock Fund - Funds are invested in shares of Mississippi Valley
Bancshares, Inc. common stock.
6
<PAGE> 11
Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN AND SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
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, 1998 and 1997, are as follows:
<TABLE>
<CAPTION>
FAIR VALUE
DESCRIPTION 1998 1997
- ----------------------------------------------------------------------------
<S> <C> <C>
CIGNA Guaranteed Long-Term Account $ -- $ 566,555
Janus Money Market Fund 674,990 --
Mississippi Valley Common Stock 8,589,746 8,170,065
</TABLE>
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. The shares of registered
investment companies are valued at quoted market prices which represent the
net asset values of shares held by the Plan at year-end.
Shares of Mississippi Valley Bancshares, Inc. common stock are valued at the
closing bid price on the last business day of the year.
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.
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
<PAGE> 12
Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
4. YEAR 2000 (UNAUDITED)
The Plan Sponsor has determined that it will be necessary to take certain
steps in order to ensure that the Plan's information systems are prepared to
handle year 2000 dates. The Plan Sponsor is taking a two phase approach. The
first phase addresses internal systems that must be modified or replaced to
function properly. Both internal and external resources are being utilized to
replace or modify existing software applications, and test the software and
equipment for the year 2000 modifications. To date, all critical systems have
been tested. Testing will continue during 1999 on less significant systems
and interfaces with outside parties. Costs associated with modifying software
and equipment are not estimated to be significant and will be paid by the
Plan Sponsor.
For the second phase of the project, Plan management established formal
communications with its third party service providers to determine that they
have developed plans to address their own year 2000 problems as they related
to the Plan's operations. All third party service providers have indicated
that they will be year 2000 compliant by early 1999. If modification of data
processing systems of either the Plan, the Plan Sponsor, or its service
providers are not completed timely, the year 2000 problem could have a
material impact on the operations of the Plan. Plan management has not
developed a contingency plan, because they are confident that all systems
will be year 2000 ready.
8
<PAGE> 13
Supplemental Schedules
<PAGE> 14
<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<CAPTION>
NUMBER OF FAIR
DESCRIPTION SHARES COST VALUE
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Janus Money Market Fund 674,990 $ 674,990 $ 674,990
Mississippi Valley Common Stock 254,511 3,244,477 8,589,746
Oppenheimer Strategic Growth Fund 1,454 6,630 6,658
Janus Fund 5,495 176,647 184,908
Janus Worldwide Fund 296 12,514 14,019
Janus Money Market Account N/A 88,274 88,274
-------------------------------
$4,203,532 $9,558,595
===============================
</TABLE>
9
<PAGE> 15
<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Line 27d - Schedule of Reportable (5%) Transactions
Year ended December 31, 1998
<CAPTION>
PURCHASES SALES
IDENTITY OF PARTY INVOLVED AND ---------------------------------------------------- COST OF NET GAIN/
DESCRIPTION OF ASSETS NUMBER AMOUNT NUMBER AMOUNT ASSETS SOLD (LOSS)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (iii) - Series of transactions
in excess of 5% of plan assets
- ---------------------------------------
Janus Money Market 36 $ 723,160 -- $ -- $ -- $ --
Janus Money Market -- -- 8 48,170 48,170 --
Mississippi Valley:
- -----------------------------------------------------------------------------------------------------------------------------------
Common stock 36 3,251,618 -- -- -- --
Common stock -- -- 10 447,985 203,411 244,574
</TABLE>
There were no category (i), (ii), or (iv) reportable transactions during 1998.
10
<PAGE> 1
EX 23
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 June 15, 1999, with respect to the financial
statements and supplemental schedules of the Southwest Bank 401(k) Retirement
Savings Plan included in this Annual Report (Form 11-K) for the year ended
December 31, 1998.
/s/ Ernst & Young LLP
St. Louis, Missouri
June 21, 1999
