<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, 1999
-----------------------------------------------
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 0-2208
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.
13205 Manchester Road
St. Louis, MO 63131
<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 Purposes at End of Year
B. Reportable Transactions -- None
(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 20, 2000
<PAGE> 3
Financial Statements
and Supplemental Schedule
Southwest Bank
401(k) Retirement Savings Plan
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
<PAGE> 4
Southwest Bank
401(k) Retirement Savings Plan
Financial Statements
and Supplemental Schedule
Years ended December 31, 1999 and 1998
CONTENTS
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 Schedule
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
at End of Year 9
<PAGE> 5
[letterhead of Ernst & Young]
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, 1999 and 1998, 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 auditing standards generally
accepted in the United States. 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, 1999 and 1998, and the changes in net assets available for
plan benefits for the years then ended in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule
of assets held for investment purposes at end of year as of December 31, 1999
is presented for the purpose of additional analysis and is not a required
part of the basic financial statements but is 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 schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Ernst & Young LLP
June 6, 2000
1
<PAGE> 6
<TABLE>
Southwest Bank
401(k) Retirement Savings Plan
Statements of Net Assets Available for Plan Benefits
<CAPTION>
DECEMBER 31
1999 1998
---------------------------------
<S> <C> <C>
ASSETS
Investments, at fair value:
Money market funds $ 555,072 $ 763,264
Mutual funds 285,559 205,585
Common stock 7,476,489 8,589,746
---------------------------------
Total investments 8,317,120 9,558,595
Receivables:
Employer's contribution 15,364 14,260
Participants' contribution 44,873 42,400
Dividend receivable 26,341 23,595
---------------------------------
86,578 80,255
---------------------------------
Net assets available for plan benefits $8,403,698 $9,638,850
=================================
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
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
----------------------------------
<S> <C> <C>
Additions:
Interest income $ 25,548 $ 28,848
Dividend income 103,665 84,244
Contributions:
Participants 536,436 610,106
Employer 165,932 154,202
----------------------------------
702,368 764,308
----------------------------------
Total additions 831,581 877,400
Deductions:
Benefits paid to participants 368,596 365,673
----------------------------------
462,985 511,727
Net realized and unrealized (depreciation)
appreciation in fair value of investments (1,698,137) 348,404
----------------------------------
Net (decrease) increase in net assets
available for plan benefits (1,235,152) 860,131
Net assets available for plan benefits at
beginning of year 9,638,850 8,778,719
----------------------------------
Net assets available for plan benefits at end of year $ 8,403,698 $9,638,850
==================================
See accompanying notes.
</TABLE>
3
<PAGE> 8
Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 1999
1. DESCRIPTION OF THE PLAN
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 is a defined contribution plan 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 effective January 1,
1997 to comply with recent changes in the law.
The Plan is a defined contribution plan covering all employees of the Company
and electing affiliates 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).
CONTRIBUTIONS
Employees may elect to contribute up to 18 percent of their pretax
compensation, as defined. 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 1999 or 1998.
All contributions are subject to applicable limitations.
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. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's vested account.
4
<PAGE> 9
Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
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 59 1/2 or sooner if they experience a financial hardship, as defined in
the Plan, subject to Internal Revenue Code (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 roll over the vested 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 $6,380 and $2,117 were used to reduce contributions during the years ended
December 31, 1999 and 1998, respectively.
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.
5
<PAGE> 10
Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct investment of employer
and employee contributions in 5 percent increments in any of five investment
options including shares of common stock of Mississippi Valley Bancshares,
Inc. A participant has the opportunity to change his or her investment
directions daily.
2. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are presented on the accrual basis of
accounting.
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.
RECLASSIFICATION
Certain reclassifications were made to the 1998 amounts in order to conform
with the 1999 presentation.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
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.
6
<PAGE> 11
Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
INVESTMENT VALUATION AND INCOME RECOGNITION (CONTINUED)
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. INVESTMENTS
The following table presents investments at fair value. Investments that
represent 5 percent or more of the Plan's net assets available for benefits
are separately identified.
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
-------------------------------------
<S> <C> <C>
Investment in registered investment companies:
Janus Government Money Market Fund $ 479,048<F*> $ 674,990<F*>
Oppenheimer Strategic Growth Fund 26,862 6,658
Janus Fund 169,073 184,908
Janus World Wide Fund 89,624 14,019
Janus Money Market Account 76,024 88,274
Common stock:
Mississippi Valley Bancshares, Inc. Common Stock 7,476,489<F*> 8,589,746<F*>
-------------------------------------
$8,317,120 $9,558,595
=====================================
<FN>
<F*>Represent 5 percent or more of Plan's net assets available for benefits.
</TABLE>
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated in
value by $1,698,137 as follows:
Registered investment companies $ 113,835
Common stock (1,811,972)
----------------
$(1,698,137)
================
7
<PAGE> 12
Southwest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated November 18, 1994 that the Plan is designed in accordance with
applicable sections of the IRC. The Plan has been amended since receiving the
determination letter. However, the Plan's administrator believes that the
Plan is designed and is currently being operated in compliance with
applicable provisions of the IRC.
8
<PAGE> 13
Supplemental Schedule
<PAGE> 14
<TABLE>
<CAPTION>
Southwest Bank
401(k) Retirement Savings Plan
EIN: 43-0528830 Plan No. 002
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
at End of Year
December 31, 1999
FAIR
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST VALUE
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Janus Government Money Market Fund 479,048 shares of registered
investment company $ 479,048 $ 479,048
Mississippi Valley Bancshares, 276,907 shares of common stock 4,407,811 7,476,489
Inc. Common Stock<F*>
Oppenheimer Strategic Growth Fund 6,161 shares of registered
investment company 27,469 26,862
Janus Fund 3,838 shares of registered
investment company 172,999 169,073
Janus Worldwide Fund 1,173 shares of registered
investment company 64,135 89,624
Janus Money Market Account N/A 76,024 76,024
----------------------------------
$5,227,486 $8,317,120
==================================
<FN>
<F*>Represents party-in-interest to the Plan.
</TABLE>
9
