<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 18202
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
ValliCorp Retirement and Savings Plan
-------------------------------------
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
ValliCorp Holdings, Inc.
8405 North Fresno Street
Fresno, California 93720
<PAGE>
VALLICORP RETIREMENT AND
SAVINGS PLAN
Financial Statements as of and for the Years
Ended December 31, 1995 and 1994,
Supplemental Schedules as of and for the
Year Ended December 31, 1995, and
Independent Auditors' Report
<PAGE>
VALLICORP RETIREMENT AND SAVINGS PLAN
<TABLE>
<CAPTION>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS - AS OF AND FOR THE
YEARS ENDED DECEMBER 31, 1995 AND 1994:
Statement of Net Assets Available for Benefits
with Supplemental Information by Fund as of
December 31, 1995 2
Statement of Net Assets Available for Benefits
with Supplemental Information by Fund as of
December 31, 1994 3
Statement of Changes in Net Assets Available for Benefits
with Supplemental Information by Fund as of
December 31, 1995 4
Statement of Changes in Net Assets Available for Benefits
with Supplemental Information by Fund as of
December 31, 1994 5
Notes to Financial Statements 6-9
SUPPLEMENTAL SCHEDULES - FOR THE YEAR ENDED
DECEMBER 31, 1995:
Item 27a - Schedule of Assets Held for Investment Purposes 10
Item 27d - Schedule of Reportable (5%) Transactions 11
</TABLE>
<PAGE>
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of ValliCorp Holdings, Inc.
(as Plan Administrator) for
ValliCorp Retirement and Savings Plan
We have audited the accompanying statements of net assets available for benefits
of ValliCorp Retirement and Savings Plan (the "Plan") as of December 31, 1995
and 1994, and the related statements of changes in net assets available for
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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1995 and 1994, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
table of contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are 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. The supplemental information by fund in the statements of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for the purpose of additional analysis rather than to
present the net assets available for benefits and changes in net assets
available for benefits of the individual funds. The supplemental schedules and
supplemental information by fund is the responsibility of the Plan's management.
Such supplemental schedules and supplemental information by fund 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 when considered in relation to the basic financial statements taken as
a whole.
/s/ Deloitte & Touche LLP
July 19, 1996
<PAGE>
VALLICORP RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental Information by Fund
-----------------------------------------------------------------------------------
Non-participant Participant Directed
---------------------------------------------------
Directed
-------------------- Strong Dreyfus
ValliCorp ValliCorp Government New
Common Common Securities Leaders
Stock Stock Fund Fund
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
At fair value $625,810 $1,469,292 $476,094 $737,140
Participant notes receivable - - - -
-------- ---------- -------- --------
Total investments 625,810* 1,469,292* 476,094* 737,140*
CONTRIBUTIONS
RECEIVABLE:
Employer 35,000 27,367 9,370 12,934
Employee - 9,394 3,218 4,518
INVESTMENT INCOME
RECEIVABLE 140 342 2,310 -
-------- ---------- -------- --------
TOTAL ASSETS 660,950 1,506,395 490,992 754,592
LIABILITIES - 30,233 3,913 7,909
-------- ---------- -------- --------
NET ASSETS AVAILABLE
FOR BENEFITS $660,950 $1,476,162 $487,079 $746,683
======== ========== ======== ========
<CAPTION>
Supplemental Information by Fund
---------------------------------------------------------------------------
Participant Directed
---------------------------------------------------------------------------
Invesco Pacifica FICA
Total Equity Short-Term Templeton
Return Value Income Foreign Participant
Fund Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS:
At fair value $707,695 $1,096,133 $767,798 $895,519 $ - $6,775,481
Participant notes receivable - - - - 170,205 170,205
-------- ---------- -------- -------- -------- ----------
Total investments 707,695* 1,096,133* 767,798* 895,519* 170,205 6,945,686
CONTRIBUTIONS
RECEIVABLE:
Employer 11,690 18,661 10,772 14,851 - 140,645
Employee 4,420 6,964 3,624 5,414 - 37,552
INVESTMENT INCOME
RECEIVABLE - - 3,930 15,633 - 22,355
-------- ---------- -------- -------- -------- ----------
TOTAL ASSETS 723,805 1,121,758 786,124 931,417 170,205 7,146,238
LIABILITIES 6,107 14,162 5,122 26,300 - 93,746
-------- ---------- -------- -------- -------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $717,698 $1,107,596 $781,002 $905,117 $170,205 $7,052,492
======== ========== ======== ======== ======== ==========
</TABLE>
* Represents individual investment in excess of 5% of net assets available
for benefits at the end of the Plan year.
See notes to financial statements.
<PAGE>
VALLICORP RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
--------------------------------------------------------------------
Non-participant
Directed Participant Directed
----------------- ----------------------------------------------
ValliCorp ValliCorp Fixed
Common Common Income Balanced
ASSETS Stock Stock Fund Fund
<S> <C> <C> <C> <C>
INVESTMENTS:
At fair value $586,443 $702,954 $ - $929,721
At contract value - - 1,701,366 -
Participant notes receivable - - - -
-------- -------- ---------- --------
Total investments 586,443* 702,954* 1,701,366* 929,721*
CONTRIBUTIONS RECEIVABLE:
Employer 31,450 12,693 29,815 11,914
Employee - 13,033 14,055 11,493
INVESTMENT INCOME
RECEIVABLE - - - -
CASH 18,869 12,898 17,611 -
-------- -------- ---------- --------
TOTAL ASSETS 636,762 741,578 1,762,847 953,128
LIABILITIES 2,678 11,692 13,005 12,848
-------- -------- ---------- --------
NET ASSETS AVAILABLE FOR
BENEFITS $634,084 $729,886 $1,749,842 $940,280
======== ======== ========== ========
<CAPTION>
Supplemental Information by Fund
-------------------------------------------------------------------
Participant Directed
-------------------------------------------------------------------
Common Aggressive Money
Stock Stock Market Participant
ASSETS Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C>
INVESTMENTS:
At fair value $912,724 $324,018 $590,312 $ - $4,046,172
At contract value - - - - 1,701,366
Participant notes receivable - - - 91,153 91,153
-------- -------- -------- ------- ----------
Total investments 912,724* 324,018* 590,312* 91,153* 5,838,691
CONTRIBUTIONS RECEIVABLE:
Employer 15,197 8,599 - - 109,668
Employee 14,927 7,691 - - 61,199
INVESTMENT INCOME
RECEIVABLE - - - - -
CASH 4,849 3,817 - - 58,044
-------- -------- -------- ------- ----------
TOTAL ASSETS 947,697 344,125 590,312 91,153 6,067,602
LIABILITIES 16,658 3,898 - - 60,779
-------- -------- -------- ------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $931,039 $340,227 $590,312 $91,153 $6,006,823
======== ======== ======== ======= ==========
</TABLE>
* Represents individual investment in excess of 5% of net assets available for
benefits at the end of the Plan year.
See notes to financial statements.
-3-
<PAGE>
VALLICORP RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental Information by Fund
-------------------------------------------------------------------------------
Non-participant Participant Directed
--------------------------------------------------------------
Directed
----------------- Strong Dreyfus Invesco
ValliCorp ValliCorp Government New Total
Common Common Securities Leaders Return
Stock Stock Fund Fund Fund
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Interest and dividend income $ 15,764 $ 24,913 $ 17,438 $ 58,173 $ 16,298
Net realized and unrealized
appreciation (depreciation) (88,813) (165,762) 22,083 64,335 66,187
Other income - 2,455 250 1,136 536
Contributions:
Employee - 272,694 89,910 124,443 111,114
Employer 155,000 117,749 39,125 53,841 48,330
Rollovers from qualified plans - 34,251 4,707 21,737 9,425
-------- ---------- -------- -------- --------
Total additions 81,951 286,300 173,513 323,665 251,890
DEDUCTIONS:
Benefit payments 55,224 83,309 65,905 56,934 66,919
Administrative expenses - 7,504 1,718 2,713 2,563
-------- ---------- -------- -------- --------
Total deductions 55,224 90,813 67,623 59,647 69,482
NET TRANSFERS BETWEEN FUNDS:
Transfers between funds 139 (27,195) 21,740 12,742 (6,801)
Transfers to First Interstate Bank - 577,984 359,449 469,923 542,091
-------- ---------- -------- -------- --------
Total transfers 139 550,789 381,189 482,665 535,290
-------- ---------- -------- -------- --------
NET INCREASE (DECREASE) 26,866 746,276 487,079 746,683 717,698
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF
PERIOD 634,084 729,886 - - -
-------- ---------- -------- -------- --------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF PERIOD $660,950 $1,476,162 $487,079 $746,683 $717,698
======== ========== ======== ======== ========
<CAPTION>
Supplemental Information by Fund
-------------------------------------------------------------------------
Participant Directed
-------------------------------------------------------------------------
Pacifica FICA
Equity Short-Term Templeton
Value Income Foreign Participant Prior Year
Fund Fund Fund Loans Funds Total
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Interest and dividend income $ 57,254 $ 35,371 $ 59,894 $ 9,090 $ 51,728 $ 345,923
Net realized and unrealized
appreciation (depreciation) 65,031 - (17,554) - - (54,493)
Other income 1,729 164 1,787 - - 8,057
Contributions:
Employee 204,960 117,641 172,130 - - 1,092,892
Employer 84,426 49,420 70,390 - - 618,281
Rollovers from qualified plans 35,315 456 21,446 - - 127,337
--------- --------- -------- -------- ----------- ----------
Total additions 448,715 203,052 308,093 9,090 51,728 2,137,997
DEDUCTIONS:
Benefit payments 75,293 477,064 88,143 3,189 95,595 1,067,575
Administrative expenses 4,024 2,822 3,409 - - 24,753
--------- --------- -------- -------- ----------- ----------
Total deductions 79,317 479,886 91,552 3,189 95,595 1,092,328
NET TRANSFERS BETWEEN FUNDS:
Transfers between funds (36,169) 43,274 (29,420) 73,151 (51,461) -
Transfers to First Interstate Bank 774,367 1,014,562 717,996 - (4,456,372) -
--------- --------- -------- -------- ----------- ----------
Total transfers 738,198 1,057,836 688,576 73,151 (4,507,833) -
--------- --------- -------- -------- ----------- ----------
NET INCREASE (DECREASE) 1,107,596 781,002 905,117 79,052 (4,551,700) 1,045,669
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING OF
PERIOD - - - 91,153 4,551,700 6,006,823
--------- --------- -------- -------- ----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF PERIOD $1,107,596 $ 781,002 $905,117 $170,205 $ - $7,052,492
========== ========= ======== ======== =========== ==========
</TABLE>
See notes to financial statements.
- 4 -
<PAGE>
VALLICORP RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Supplemental Information by Fund
--------------------------------------------------------------------
Non-participant
Directed Participant Directed
- -----------------------------------------------------------------------------------------------------------------------------------
ValliCorp ValliCorp Fixed
Common Common Income Balanced
Stock Stock Fund Fund
<S> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Interest income $ - $ - $ 108,676 $ -
Net realized and unrealized appreciation
(depreciation) 143,593 99,360 - (65,819)
Contributions:
Employee - 132,248 203,090 151,706
Employer 120,850 66,202 102,075 70,436
Rollovers from other qualified plans - 758 74,401 1,647
----------- ----------- ----------- --------
Total additions 264,443 298,568 488,242 157,970
DEDUCTIONS:
Benefit payments 74,811 14,259 225,508 69,901
Administrative expenses 7,213 8,119 34,510 18,755
----------- ----------- ----------- ---------
Total deductions 82,024 22,378 260,018 88,656
NET TRANSFERS BETWEEN FUNDS:
Transfers between funds - 297,344 239,138 158,824
Transfers resulting from Plan merger (Note 1) - - - -
----------- ---------- ----------- ---------
Total transfers - 297,344 239,138 158,824
NET INCREASE (DECREASE) 182,419 573,534 467,362 228,138
NET ASSETS AVAILABLE FOR BENEFITS
AT BEGINNING OF PERIOD 451,665 156,352 1,282,480 712,142
----------- ---------- ----------- ---------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF PERIOD $634,084 $729,886 $1,749,842 $940,280
======== ======== ========== ========
<CAPTION>
Supplemental Information by Fund
----------------------------------------------------------------------------
Participant Directed
----------------------------------------------------------------------------
Common Aggressive Money
Stock Stock Market Participant
Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Interest income $ - $ - $ - $ 6,146 $ 114,822
Net realized and unrealized appreciation
(depreciation) (8,758) 2,145 - - 170,521
Contributions:
Employee 173,898 91,090 - - 752,032
Employer 82,389 44,339 - - 486,291
Rollovers from other qualified plans 702 642 - - 78,150
--------- -------- -------- ---------- ----------
Total additions 248,231 138,216 - 6,146 1,601,816
DEDUCTIONS:
Benefit payments 40,829 50,291 - - 475,599
Administrative expenses 15,281 5,411 - - 89,289
--------- -------- -------- ---------- ----------
Total deductions 56,110 55,702 - - 564,888
NET TRANSFERS BETWEEN FUNDS:
Transfers between funds 169,917 104,381 (984,469) 14,865 -
Transfers resulting from Plan merger (Note 1) - - 590,312 - 590,312
--------- -------- -------- --------- ----------
Total transfers 169,917 104,381 (394,157) 14,865 590,312
NET INCREASE (DECREASE) 362,038 186,895 (394,157) 21,011 1,627,240
NET ASSETS AVAILABLE FOR BENEFITS
AT BEGINNING OF PERIOD 569,001 153,332 984,469 70,142 4,379,583
---------- --------- ---------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF PERIOD $931,039 $340,227 $ 590,312 $91,153 $6,006,823
======== ======== ========= ======= ==========
</TABLE>
See notes to financial statements.
-5-
<PAGE>
VALLICORP RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
1. PLAN MERGER
Effective December 16, 1994, the Company acquired Mineral King Bancorp, Inc.
together with its wholly-owned subsidiary, Mineral King National Bank (Mineral
King). In connection with the acquisition, the Company merged the Mineral King
National Bank 401(k) Plan into the ValliCorp Retirement and Savings Plan. These
financial statements include transfers of assets and liabilities on December 31,
1994, from the merged plan. All Mineral King participant accounts were 100%
vested upon transfer into the Plan.
Subsequent to December 31, 1995, ValliCorp Holdings, Inc. (the "Company")
acquired El Capitan Bancshares, Inc. and CoBank Financial Corporation together
with their subsidiaries El Capitan National Bank and Commerce Bank of San Luis
Obispo, N.A. The El Capitan Bancshares, Inc. Profit Sharing Plan was merged
with the Plan effective February 2, 1996. Effective March 22, 1996, the CoBank
Financial Corporation Profit Sharing Plan will be terminated and participants
will have the opportunity to rollover their accounts into the Plan. The
accompanying Plan financial statements do not reflect any impact of these
mergers.
SUBSEQUENT PLAN AMENDMENTS - In conjunction with the El Capitan Bancshares,
Inc. and CoBank Financial Corporation mergers during 1996 as discussed above,
amendments were made to the Plan to incorporate employees of the former
companies. For former El Capitan employees who became employees of the Company
on or about February 2, 1996, the six-month length of service period discussed
above was changed to three months. For former CoBank Financial Corporation
employees who became employees of the Company on or about March 22, 1996, the
six-month length of service discussed above shall include service with the
CoBank Financial Corporation earned during the six-month period immediately
preceding the date such entity was acquired by the Company.
2. DESCRIPTION OF THE PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
ORGANIZATION OF THE PLAN - The Plan, which is a defined contribution plan, is
comprised of three traditional benefit plan structures combined into one overall
plan to provide the employees of the Company with retirement benefits. The Plan
is structured as follows:
401(k) Pre-Tax Contributions - Participants may contribute from 1% to 10% of
their annual compensation, as defined, subject to certain limitations prescribed
by the Internal Revenue Code (the "Code"). The Company matches the employees'
contributions up to 2% of their compensation. Participants may self-direct
their contributions and related matching contributions from the Company into any
of the various investment vehicles offered by the Plan.
-6-
<PAGE>
After-Tax Contributions - In addition, the Plan allows participants to
contribute the lesser of 10% of their eligible compensation or 16% of their
eligible compensation less the pre-tax contribution election under the 401(k)
provisions of the Plan, subject to certain limitations prescribed by the Code.
These contributions are not excludable from participant taxable income though
investment income earned on these contributions is not taxed until it is
withdrawn from the participant's account. The Company makes a matching
contribution equal to 60% of the participant's after-tax contribution, up to 5%
of the participant's annual compensation. All after-tax contributions are self-
directed.
Employee Stock Ownership Contributions - The Plan also allows the Company to
make contributions of its stock, as determined annually by its Board of
Directors. Contributions are allocated to participant accounts based on the
ratio of the participant's eligible compensation to the aggregate eligible
compensation of all participants of the Plan.
ELIGIBILITY - Employees are eligible to participate at the next plan entry date
after they have completed six months or 1,000 hours of service. At such entry
date, employees are eligible to participate in the 401(k) and After-Tax Plans.
Employees are eligible for the Employee Stock Ownership Plan after the entry
date for Plan years where they have earned 1,000 hours of service and are
employed at year-end (not including employees who die, become disabled or incur
a termination of employment after normal retirement date). The Plan is subject
to the Employee Retirement Income Security Act of 1974, as amended (ERISA).
VESTING - Participants are immediately vested in employee and employer
contributions upon entry into the Plan.
LOANS TO PARTICIPANTS - Participants may borrow a minimum of $1,000 up to the
lesser of $50,000 or 50% of their account balance (excluding the Employee Stock
Ownership contributions). Loan terms range from one to five years or up to
fifteen years for the purchase of a primary residence. The loans are secured by
the balance of the participant's account and bear interest rates ranging from 7%
to 9.5%.
PLAN TERMINATION - Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
PAYMENT OF BENEFITS - Upon termination of services, participants may elect to
receive a lump sum distribution equal to the value of the participant's account,
a single or joint life annuity, or an installment distribution over a fixed
period of time. Participants may take all or a portion of after-tax
contributions in lump sum distributions at any time. If participants take
distributions from after-tax contributions, they will not be allowed to
contribute to the after-tax accounts for twelve months. Under the Employee
Stock Ownership Plan, participants may elect to receive the distribution in cash
or Company stock in a lump sum or in five annual installments. At December 31,
1995 and 1994, the amounts of benefit claims payable to retired and terminated
participants were $36,680 and $95,501, respectively. Such amounts are deducted
from Plan net assets when paid.
3. ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared in
accordance with generally accepted accounting principles using the accrual basis
of accounting.
ADMINISTRATIVE EXPENSES - All significant administrative expenses are paid by
the Plan.
-7-
<PAGE>
INVESTMENT VALUATION - The Plan's investments are stated at fair value except
for the Fixed Income Fund which was recorded at contract value. Fair value is
determined based on quoted market prices. Interest income is recorded on the
accrual basis. Dividends are recorded on the declaration date.
INCOME TAX STATUS - The Plan obtained its latest determination letter dated
December 22, 1995, in which the Internal Revenue Service stated that the Plan,
as then designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. The Plan Administrator believes that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
PAYMENT OF BENEFITS - Benefits are recorded when paid.
RECLASSIFICATIONS - Certain reclassifications have been made to the 1994
financial statements to conform to the 1995 presentation.
4. INVESTMENTS
On January 1, 1995, the custodian for the Plan was changed from the Equitable
Life Insurance Company to First Interstate Bank Retirement Investment Services
(First Interstate Bank). The amount transferred between custodians has been
separately disclosed in the Statement of Changes in Net Assets Available for
Benefits.
Following is a brief description of the Plan's participant directed investment
options at December 31, 1995 as described in the prospectus for each fund:
VALLICORP COMMON STOCK - This fund invests in the common stock of the Company.
The stock transactions are effected by an independent broker.
STRONG GOVERNMENT SECURITIES FUND - This fund invests primarily in U.S.
government securities.
DREYFUS NEW LEADERS FUND - This fund invests primarily in the common stocks of
domestic and foreign issuers.
INVESCO TOTAL RETURN FUND - This fund is designed for reasonably consistent
returns by investing in a combination of equity securities and fixed income
securities.
PACIFICA EQUITY VALUE FUND - This fund is designed to provide long-term
capital appreciation by investing primarily in common stocks of both domestic
and foreign companies
FICA SHORT-TERM INCOME FUND - This fund is a money market fund.
TEMPLETON FOREIGN FUND - This fund seeks long-term capital growth by investing
in stock and debt obligations of companies and governments outside the U.S.
Following is a brief description of the Plan's participant directed investment
options at December 31, 1994 as described in the prospectus for each fund:
VALLICORP COMMON STOCK - This fund invests in the common stock of the Company.
The stock transactions are effected by an independent broker.
-8-
<PAGE>
FIXED INCOME FUND - This fund is designed to protect principal and guarantee a
current interest rate in addition to guaranteeing minimum interests rates for
two subsequent years. This fund assures a stabilized rate of return.
BALANCED FUND - This fund invests primarily in common stocks, other equity
type investments, long-term fixed income securities, publicly traded debt
securities and short-term money market instruments.
COMMON STOCK FUND - This fund invests primarily in common stocks and other
equity type securities issued by intermediate and large sized companies.
AGGRESSIVE STOCK FUND - This fund invests primarily in securities of medium
and smaller sized companies believed to have greater growth potential than
larger companies.
MONEY MARKET FUND - This fund is a money market fund.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31
---------------------------
1995 1994
<S> <C> <C>
Net assets available for benefits per
the financial statements $7,052,492 $6,006,823
Benefit claims payable (36,680) (95,501)
---------- ----------
Net assets available for benefits per
the Form 5500 $7,015,812 $5,911,322
========== ==========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C>
Benefits paid per the financial
statements $1,067,575
Add: Benefit claims payable at
December 31, 1995 36,680
Less: Benefit claims payable at
December 31, 1994 (95,501)
----------
Benefits paid to participants per the
Form 5500 $1,008,754
==========
</TABLE>
Benefit claims payable are recorded on the Form 5500 for amounts that have been
processed and approved for payment prior to year-end but were not paid as of
that date.
* * * * * *
<PAGE>
SUPPLEMENTAL SCHEDULES
FOR THE YEAR ENDED DECEMBER 31, 1995
<PAGE>
VALLICORP RETIREMENT AND SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
- -------------------------------------------------------------------------------------------------------
Identity Description Current
of Issuer of Investment Cost Value
<S> <C> <C> <C>
First Interstate Bank:
ValliCorp - Common Stock* 148,701 shares of Employer
Stock $2,342,175 $2,095,102
Strong Government Securities
Fund Pooled Separate Account 455,883 476,094
Dreyfus New Leaders Fund Pooled Separate Account 681,997 737,140
Invesco Total Return Fund Pooled Separate Account 645,884 707,695
Pacifica Equity Value Fund Pooled Separate Account 1,037,229 1,096,133
FICA Short-Term Income Fund Pooled Separate Account 767,798 767,798
Templeton Foreign Fund Pooled Separate Account 913,173 895,519
Participants' Notes Receivable (41
notes with rates ranging from
9.75% to 10.00%)* Self Amortizing 170,205 170,205
---------- ----------
$7,014,344 $6,945,686
========== ==========
* Indicates party-in-interest.
</TABLE>
-10-
<PAGE>
VALLICORP RETIREMENT AND SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Value on Net Gain/
Identity Description of Purchase Sales Transaction Transaction (Loss) on
of Party Investment Price Price Cost Expense Date Transaction
<S> <C> <C> <C> <C> <C> <C> <C>
Series of Transactions:
The Equitable:
Fixed Income Fund Pooled Separate Account $ - $1,861,603 $1,861,603 $ - $1,861,603 $ -
Balanced Fund Pooled Separate Account - 996,479 996,479 - 996,479 -
Common Stock Fund Pooled Separate Account - 823,089 823,089 - 823,089 -
Aggressive Stock Fund Pooled Separate Account - 332,657 332,657 - 332,657 -
First Interstate Bank:
FICA Short-Term Income
Fund Pooled Separate Account - 2,452,560 2,452,560 - 2,452,560 -
ValliCorp Common Stock Employer Stock 1,203,889 - - - 1,203,889 -
Strong Government
Securities Fund Pooled Separate Account 537,403 - - - 537,403 -
Dreyfus New Leaders Fund Pooled Separate Account 760,618 - - - 760,618 -
Invesco Total Return Fund Pooled Separate Account 729,395 - - - 729,395 -
Pacifica Equity Value Fund Pooled Separate Account 1,147,608 - - - 1,147,608 -
FICA Short-Term Income
Fund Pooled Separate Account 3,203,645 - - - 3,203,645 -
Templeton Foreign Fund Pooled Separate Account 1,027,045 - - - 1,027,045 -
</TABLE>
-11-
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
--------
Act of 1934, the Plan Administrator has caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
ValliCorp Holdings, Inc., as Plan Administrator
of the ValliCorp Retirement and Savings Plan
Date: July 29, 1996 By: /s/ J. Mike McGowan
------------------------------------
J. MIKE McGOWAN, Chairman of the
Board and Chief Executive Officer
