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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER
DECEMBER 31, 1998 1-13661
S.Y. BANCORP, INC.
1040 EAST MAIN STREET
LOUISVILLE, KENTUCKY 40206
(502) 582-2571
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INCORPORATED IN KENTUCKY I.R.S. NO. 61-1137529
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class: Name of each exchange on which registered:
Common stock, no par value American Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes__X__ No_____
Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of registrant's voting stock (Common Stock, no par
value) held by non-affiliates of the registrant as of February 26, 1999, was
$130,389,000.
The number of shares of registrant's Common Stock, no par value, outstanding as
of February 26, 1999, was 6,645,562.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's definitive proxy statement related to Registrant's
Annual Meeting of Stockholders to be held on April 20, 1999 (the "Proxy
Statement"), are incorporated by reference into Part III of this Form 10-K.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference to the
discussion under the heading, "TRANSACTIONS WITH MANAGEMENT AND OTHERS," on page
15 of Bancorp's Proxy Statement for the 1999 Annual Meeting of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. The following financial statements are included on pages 30 through 54
of this Form 10-K:
Consolidated Balance Sheets - December 31, 1998 and 1997
Consolidated Statements of Income - years ended December 31, 1998,
1997, and 1996
Consolidated Statements of Changes in Stockholders' Equity - years
ended December 31, 1998, 1997, and 1996
Consolidated Statements of Comprehensive Income - years ended December
31, 1998, 1997, and 1996
Consolidated Statements of Cash Flows - years ended December 31, 1998,
1997, and 1996
Notes to Consolidated Financial Statements
Independent Auditors' Report
(a) 2. List of Financial Statement Schedules
Schedules to the consolidated financial statements of Bancorp are
omitted since they are either not required under the related
instructions, are inapplicable, or the required information is shown in
the consolidated financial statements or notes thereto.
(a) 3. List of Exhibits
3.1 Articles of Incorporation of Bancorp filed with the Secretary of
State of Kentucky on January 12, 1988. Exhibit 3 to Registration
Statement on Form S-4 of Bancorp, File No. 33-22517, is
incorporated by reference herein.
3.2 Articles of Amendment to the Articles of Incorporation of Bancorp
filed with the Secretary of State of Kentucky on May 8, 1989.
Exhibit 19 to Annual Report on Form 10-K for the year ended
December 31, 1989, of Bancorp is incorporated by reference
herein.
3.3 Articles of Amendment to the Articles of Incorporation of Bancorp
filed with the Secretary of State of Kentucky on June 30, 1994.
Exhibit 3.3 to Annual Report on Form 10-K for the year ended
December 31, 1994, of Bancorp is incorporated by reference
herein.
3.4 Articles of Amendment to the Articles of Incorporation of Bancorp
filed with the Secretary of State of Kentucky on April 29, 1998.
3.5 Bylaws of Bancorp, as amended, currently in effect. Exhibit 3.4
to Annual Report on Form 10-K for the year ended December 31,
1994, of Bancorp is incorporated by reference herein.
10.1* S.Y. Bancorp, Inc. Stock Option Plan as amended. Exhibit 4 to
Registration Statement on Form S-8 of Bancorp, File No. 33-25885,
is incorporated by reference herein.
10.2* Stock Yards Bank & Trust Company Senior Officers Security Plan
adopted December 23, 1980. Exhibit 10 to Annual Report on Form
10-K for the year ended December 31, 1988, of Bancorp is
incorporated by reference herein.
10.3* Form of Indemnification agreement between Stock Yards Bank &
Trust Company, S.Y. Bancorp, Inc. and each member of the Board of
Directors. Exhibit 10.3 to the Annual Report on Form 10-K for the
year ended December 31, 1994, of Bancorp is incorporated by
reference herein.
10.4* Senior Executive Severance Agreement executed in July, 1994
between Stock Yards Bank & Trust
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Company and David H. Brooks. Exhibit 10.4 to the Annual Report on
Form 10-K for the year ended December 31, 1994, of Bancorp is
incorporated by reference herein.
10.5* Senior Executive Severance Agreement executed in July 1994
between Stock Yards Bank & Trust Company and David P. Heintzman.
Exhibit 10.5 to the Annual Report on Form 10-K for the year ended
December 31,1994, of Bancorp is incorporated by reference herein.
10.6* Senior Executive Severance Agreement executed in July, 1994
between Stock Yards Bank & Trust Company and Kathy C. Thompson.
Exhibit 10.6 to the Annual Report on Form 10-K for the year ended
December 31, 1994, of Bancorp is incorporated by reference
herein.
10.7* S.Y. Bancorp, Inc. 1995 Stock Incentive Plan. Exhibit 10.7 to the
Annual Report on Form 10-K for the year ended December 31, 1995,
of Bancorp is incorporated by reference herein.
10.8* Amendment Number One to the Senior Executive Severance Agreement
executed in February, 1997 between Stock Yards Bank & Trust
Company and David H. Brooks. Exhibit 10.8 to the Annual Report on
form 10-K for the year ended December 31, 1996 is incorporated by
reference herein.
10.9* Amendment Number One to the Senior Executive Severance Agreement
executed in February, 1997 between Stock Yards Bank & Trust
Company and David P. Heintzman. Exhibit 10.9 to the Annual Report
on form 10-K for the year ended December 31, 1996 is incorporated
by reference herein.
10.10* Amendment Number One to the Senior Executive Severance Agreement
executed in February, 1997 between Stock Yards Bank & Trust
company and Kathy C. Thompson. Exhibit 10.10 to the Annual Report
on form 10-K for the year ended December 31, 1996 is incorporated
by reference herein.
10.11* Senior Executive Severance Agreement, as amended, executed in
February, 1997 between Stock Yards Bank & Trust Company and Nancy
B. Davis. Exhibit 10.11 to the Annual Report on form 10-K for the
year ended December 31, 1996 is incorporated by reference herein.
21** Subsidiaries of the Registrant.
23 Independent Auditors' Consent.
27** Financial Data Schedule.
* Indicates matters related to executive compensation.
** Previously filed.
Copies of the foregoing Exhibits will be furnished to others upon request and
payment of Bancorp's reasonable expenses in furnishing the exhibits.
(b) Reports on Form 8-K
None
(c) Exhibits
The exhibits listed in response to Item 14(a) 3 are filed as a
part of this report.
(d) Financial Statement Schedules
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
April 13, 1999 S.Y. BANCORP, INC.
BY: /s/ David H. Brooks
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David H. Brooks
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ David H. Brooks Chairman and Chief Executive Officer April 13, 1999
- ----------------------------- and Director (principal executive officer)
David H. Brooks
/s/ David P. Heintzman President and Director April 13, 1999
- -----------------------------
David P. Heintzman
/s/ Nancy B. Davis Executive Vice President, Treasurer and April 13, 1999
- ----------------------------- Chief Financial Officer (principal finan-
Nancy B. Davis cial and accounting officer)
/s/ James E. Carrico Director April 13, 1999
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James E. Carrico
/s/ Jack M. Crowner Director April 13, 1999
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Jack M. Crowner
/s/ Charles R. Edinger, III Director April 13, 1999
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Charles R. Edinger, III
Director April 13, 1999
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Carl T. Fischer, Jr.
/s/ Stanley A. Gall Director April 13, 1999
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Stanley A. Gall, M.D.
/s/ Leonard Kaufman Director April 13, 1999
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Leonard Kaufman
/s/ George R. Keller Director April 13, 1999
- -----------------------------
George R. Keller
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Bruce P. Madison Director April 13, 1999
- -----------------------------
Bruce P. Madison
/s/ Henry A. Meyer Director April 13, 1999
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Henry A. Meyer
Director April 13, 1999
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Norman Tasman
/s/ Kathy C. Thompson Executive Vice President, Secretary April 13, 1999
- ----------------------------- and Director
Kathy C. Thompson
/s/ Bertrand A. Trompeter Director April 13, 1999
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Bertrand A. Trompeter
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[KPMG LETTERHEAD]
Consent of Independent Auditors
The Board of Directors
S.Y. Bancorp, Inc.
We consent to incorporation by reference in registration statement numbers
33-25885, 33-96740 and 33-96742 on Form S-8 and 33-96744 on Form S-3 of S.Y.
Bancorp, Inc. of our report dated January 22, 1999, relating to the
consolidated balance sheets of S.Y. Bancorp, Inc. and subsidiary as of
December 31, 1998 and 1997, and the related consolidated statements of
income, changes in stockholders' equity, comprehensive income, and cash flows
for each of the years in the three-year period ended December 31, 1998, which
report appears in the 1998 annual report on Form 10-K of S.Y. Bancorp, Inc.
KPMG LLP
Louisville, Kentucky
March 15, 1999
