-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KGJtsvh/ZS3QurwNeOH2dADU1xB8AMA7O4nIVnlyrxhnWEFWHHbjEp/JlMyI62tD tvavaoOi9t/ygB7SvyO3/Q== 0000350852-97-000004.txt : 19970702 0000350852-97-000004.hdr.sgml : 19970702 ACCESSION NUMBER: 0000350852-97-000004 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970701 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIKEVILLE NATIONAL CORP CENTRAL INDEX KEY: 0000350852 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 610979818 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11129 FILM NUMBER: 97633541 BUSINESS ADDRESS: STREET 1: 208 NORTH MAYO TRAIL STREET 2: P O BOX 2947 CITY: PIKEVILLE STATE: KY ZIP: 41502-2947 BUSINESS PHONE: 6064321414 MAIL ADDRESS: STREET 1: 208 NORTH MAYO TRAIL STREET 2: PO BOX 2947 CITY: PIKEVILLE STATE: KY ZIP: 41501 11-K 1 Pikeville National Corporation Savings and Employee Stock Ownership Plan Statement of Net Assets Available for Benefits with Fund Information December 31, 1996
Participant Directed Pikeville Federated Money Stock ARM Equity Market Trust Plan Fund Fund Fund Fund Fund Totals Assets Investments, at fair value Pikeville National Corporation Common Stock $6,344,716 $ - $ - $ - $4,371,829 $10,716,545 U.S. Government Obligations and Mortgage Backed Securities - 1,560,546 - - - 1,560,546 Mutual Funds - - 887,676 - - 887,676 Pikeville National Equity Common Fund - - 2,245,417 - - 2,245,417 Cash Equivalents 163,430 75,587 31,517 3,373,798 129,989 3,774,321 6,508,146 1,636,133 3,164,610 3,373,798 4,501,818 19,184,505 Accrued interest and dividends receivable 51,802 16,641 18,142 - 35,702 122,287 Participant withholding and employer contributions receivable 35 76 97 - (4) 204 Net Assets available for benefits $6,559,983 $1,652,850 $3,182,849 $3,373,798 $4,537,516 $19,306,996
The accompanying notes are an integral part of the financial statements. Pikeville National Corporation Savings and Employee Stock Ownership Plan Statement of Changes in Net Assets Available for Benefits with Fund Information December 31, 1996
Participant Directed Pikeville Federated Money Stock ARM Equity Market Trust Plan Fund Fund Fund Fund Fund Totals Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments (Notes 2 and 3) $1,216,109 $ (42,536) $ 476,456 $ - $ 808,943 $ 2,458,972 Interest 12,429 92,209 (4,060) 173,945 7,258 281,781 Dividends 180,499 7,743 100,610 - 123,969 412,821 1,409,037 57,416 573,006 173,945 940,170 3,153,574 Contributions - participants 438,223 158,888 342,281 278,932 - 1,218,324 Contributions - employer 189,718 67,599 145,542 122,296 718,294 1,243,449 Other - (824) - - 1,687 863 Total additions net 2,036,978 283,079 1,060,829 575,173 1,660,151 5,616,210 Interfund transfers, net 95,759 (6,851) 104,013 (192,921) - - Deductions from net assets attributed to: Distributions paid to participants and beneficiaries (Note 2) (226,270) (188,471) (386,664) (386,134) (219,235) (1,406,774) Other 22,397 (5,134) 15,331 (11,997) (18,731) 1,866 Net increases (decreases) 1,928,864 82,623 793,509 (15,879) 1,422,185 4,211,302 Net assets available for benefits at beginning of year 4,631,119 1,570,227 2,389,340 3,389,677 3,115,331 15,095,694 Net assets available for benefits at end of year $6,559,983 $1,652,850 $3,182,849 $3,373,798 $4,537,516 $19,306,996
The accompanying notes are an integral part of the financial statements. Pikeville National Corporation Savings and Employee Stock Ownership Plan Statement of Net Assets Available for Benefits with Fund Information December 31, 1995
Participant Directed Pikeville Federated Money Stock ARM Equity Market Trust Plan Fund Fund Fund Fund Fund Totals Assets Investments, at fair value Pikeville National Corporations Common Stock $4,260,545 $ - $ - $ - $2,982,480 $ 7,243,025 Mutual Funds - 1,518,849 1,465,316 - - 2,984,165 Pikeville National Equity Common Fund - - 683,659 - - 683,659 Cash Equivalents 310,186 39,422 227,022 3,345,477 81,274 4,003,381 4,570,731 1,558,271 2,375,997 3,345,477 3,063,754 14,914,230 Accrued interest and dividends receivable 39,952 3,743 428 28,981 27,465 100,569 Participant withholding and employer contributions receivable 20,436 8,213 12,915 15,219 24,112 80,895 Net Assets available for benefits $4,631,119 $1,570,227 $2,389,340 $3,389,677 $3,115,331 $15,095,694 The accompanying notes are an integral part of the financial statements. Pikeville National Corporation Savings and Employee Stock Ownership Plan Statement of Changes in Net Assets Available for Benefits with Fund Information December 31, 1995
Participant Directed Pikeville Federated Money Stock ARM Equity Market Trust Plan Fund Fund Fund Fund Fund Totals Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments (Notes 2 and 3) $(1,487,527) $ 119,954 $ 462,340 $ - $(1,080,978) $(1,985,989) Interest 12,661 2,343 4,700 176,059 6,154 201,917 Dividends 172,576 74,622 65,447 - 99,286 411,931 (1,302,290) 196,919 532,709 176,059 (975,538) (1,372,141) Contributions - participants 439,007 147,417 241,384 276,303 - 1,104,111 Contributions - employer 192,182 67,495 96,330 133,505 615,237 1,104,749 Other - 28,569 1,539 - - 30,108 Total additions, net (671,101) 440,400 871,962 585,867 (360,301) 866,827 Interfund transfers, net (336,803) (49,690) (8,073) 393,086 1,480 - Deductions from net assets attributed to: Distributions paid to participants and beneficiaries (Note 2) 2,542,771 259,162 162,484 556,009 330,407 3,850,833 Other 4,797 - - - - 4,797 Net Increases (decreases) (3,555,472) 131,548 701,405 422,944 (689,228) (2,988,803) Net Assets available for benefits at beginning of year 8,186,591 1,438,679 1,687,935 2,966,733 3,804,559 18,084,497 Net Assets available for benefits at end of year $4,631,119 $1,570,227 $2,389,340 $3,389,677 $3,115,331 $15,095,694
The accompanying notes are an integral part of the financial statements. Notes to Financial Statements 1.Description of Plan: The following brief description of the Pikeville National Corporation Savings and Employee Stock Ownership Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information. General: The Plan is a defined contribution plan covering substantially all employees of Pikeville National Corporation (the Company), and all participating subsidiaries, which include Pikeville National Bank & Trust Company, First Security Bank & Trust Company, Commercial Bank (West Liberty), Commercial Bank (Middlesboro), The Woodford Bank and Trust Company, Farmers National Bank, The Exchange Bank of Kentucky, First American Bank, Farmers-Deposit Bank, Community Trust Bank, FSB, and Trust Company of Kentucky. The Plan was established, effective January 1, 1995, by the merger of the Pikeville National Corporation Restated Savings and Retirement Plan and the Pikeville National Corporation Employee Stock Ownership Plan. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Eligibility: An employee becomes eligible to participate in the Plan on the entry date following the attainment of age twenty-one and completion of twelve months of employment (of at least 1,000 hours service). Contributions: A participant may elect to make voluntary contributions, through payroll deductions, to the Plan as deferred compensation contributions. The maximum amount of voluntary contributions shall be the lesser of $9,500 (as adjusted for inflation) for 1996 or 12% of the participant's compensation for the plan year. The Company makes matching contributions equal to 50% of the first 8% of each participant's deferred compensation contributions for the plan year, up to a total of 4% of such participant's compensation. Each participating company may, at the discretion of each Board of Directors, contribute an additional percentage of covered employees' gross wages. In addition, each year the Company will contribute to the Plan an amount no less than 3% of the compensation of each participant. These contributions are non-participant directed and are made directly to the Trust Fund (see Note 3). During 1996 and 1995, the contribution percentage was 4%. With the permission of the Retirement Committee of the Plan, a participant may contribute rollover contributions received by such participant or to which a participant is entitled from another trust qualified under Section 401(a) and 501(a) of the Internal Revenue Code of 1986. Such rollover contributions are deposited in the participant's rollover account. Notes to Financial Statements, continued 1.Description of Plan, continued: Participants' Accounts: Each participant's account is credited with employer discretionary contributions, employee deferred compensation contributions and the related employer matching contribution. Earnings or losses on the investments are allocated in proportion to the participant's interest therein. Each participant is entitled to exercise voting rights attributable to the shares of Pikeville National Corporation common stock allocated to his or her account and is notified by the Retirement and Employee Benefits Committee prior to the time that such rights are to be exercised. The Retirement and Employee Benefits Committee is not permitted to vote any share for a participant. The trustee votes shares for which no instructions have been given by a participant. Vesting: Vesting of an employee's interest is 100% in cases of normal retirement at age sixty-five, death or total disability. If a participant's employment ceases for any other reason, the full value of his account is payable to him if he has completed five or more years of service. A participant who has completed less than five years of service is entitled to the full value of his account less the value of the employer contributions. Payment of Benefits: Generally, participants' account balances will be distributed to the participant or his beneficiary in a single lump- sum. Concentration of Credit Risk: Plan assets are invested in various financial instruments that contain some degree of credit risk. The Plan does not maintain collateral or other security to support these investments. At December 31, 1996, approximately 20% of Plan assets are invested in money market securities of companies with strong credit ratings, 4% of Plan assets are invested in mutual funds, 12% in equity common fund which is administered by the Company, 8% in US Government obligations and mortgage backed securities, and 56% are invested in common stock of Pikeville National Corporation. At December 31, 1995, approximately 27% of Plan assets are invested in money market securities of companies with strong credit ratings. Approximately 20% of Plan assets are invested in mutual funds, 4% in an equity common fund which is administered by Pikeville National and approximately 49% are invested in common stock of the Pikeville National Corporation. 2.Summary of Significant Accounting Policies: Basis of Accounting: The accounting records of the Plan are maintained on the accrual basis. Dividend income is recorded on the ex-dividend date. Purchases and sales of securities are recognized on the trade date basis. Valuation of Investments: Investments in securities traded on a national exchange are valued at the last reported sales price on the last business day of the period. Investments in mutual equity and bond funds and common trust funds are valued at the most recent selling price. which is based on the current market value of the securities in the fund. 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Other: The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments which consists of realized gains or losses and unrealized appreciation or depreciation on those investments. Notes to Financial Statements, continued 3.Investments: All amounts contributed to the Plan at December 31, 1996 are held by the trustee, Trust Company of Kentucky, and are invested in five separate investment funds as described below. At December 31, 1995, Plan assets were held by PNC Bank, Kentucky, Inc. Participant Directed Funds: Stock Fund: The Fund consists primarily of Pikeville National Corporation common stock. Federated ARM Fund: The Fund is primarily invested in adjustable rate mortgages, government securities and fixed income investments. Equity Fund: The Fund is primarily invested in three Mutual Funds and the Pikeville National Equity Common Fund with the primary investment objective to achieve increasing income and long-term appreciation of capital through the purchases of common stock and other equity investments. Money Market Fund: The Fund is primarily invested in short-term interest bearing money market accounts. The average maturity of the portfolio will usually be less than one year. Each participant must allocate the contributions made on their behalf and the balances in their account among the foregoing funds in increments of 10%. In the absence of an allocation, all of a participant's contributions will be invested in the Money Market Fund. Non-Participant Directed Fund: Trust Fund: The Fund consists primarily of Pikeville National Corporation common stock. Notes to Financial Statements, continued 3.Investments, continued: The following table presents the fair value of the Plan's investments. Investments that represent five percent or more of the Plan's net assets are separately identified: Investments consisted of the following at December 31, 1996: Investments at Fair Value as Number of Shares Fair Determined by Quoted Market Price of Principal Amount Value Common Stock: Pikeville National Corporation (1) 437,410 $10,716,545 * Mutual Funds: Conventry Group Inc. Shelby FD 17,581 230,766 Rowe T Price Intl FDS Inc. Intl 27,189 380,300 Vanguard Index TR 500 Portfolio 3,946 276,610 887,676 US Government Obligations and Mortgage Backed Securities: US Treasury Notes 1,100,000 1,079,420 * GNMA 489,191 481,126 1,560,548 Pikeville National Equity Common Fund (1) 37,079 2,245,417 * Cash Equivalents: Financial Square Government Fund 3,774,321 3,774,321 * Total Investments $19,184,505 * Denotes investments that represent 5% or more of the Plan's net assets. (1) Party-in-interest to the Plan Notes to Financial Statements, continued 3.Investments, continued: Investments consisted of the following at December 31, 1995: Investments at Fair Value as Number of Shares Fair Determined by Quoted Market Price or Principal Amount Value Common Stock: Pikeville National Corporation (1) 376,261 $ 7,243,025 * Mutual Funds: Warburg Pincus Growth and Income Fund 48,409 745,044 Mutual Beacon Fund 20,041 720,272 Fidelity Government Securities Fund 76,438 777,374 * Dreyfus Short Interest Government Fund 66,800 741,475 2,984,165 Pikeville National Equity Common Fund (1) 47,019 683,659 Cash Equivalents: Certificates of Deposit 1,515,300 1,515,300 * PNC Money Market Fund (1) 1,514,448 1,514,448 * Federal Home Loan Bank Discount Notes 746,611 746,611 Compass Capital Money Market Fund 227,022 227,022 4,003,381 Total Investments $14,914,230 (1) Party-in-interest to the Plan * Denotes investments that represents 5% or more of the Plan's net assets. Notes to Financial Statements, continued 4.Income Tax Status The Company has received a determination letter from the Internal Revenue Service dated April 14, 1996, substantiating that the Plan qualifies under Section 401 (a) of the Internal Revenue Code; as such the Plan is exempt from Federal income tax under Section 501 (a), and amounts contributed by the Company are not taxed to the employee until a distribution from the Plan is received. The plan administrator is not aware of any course of action or series of events that may have occurred that might adversely affect the plan's qualified status. 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. In the event of termination, participants will become fully vested in their accounts. 6.Party-In-Interest Transactions: Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. Professional fees for the administration and audit of the Plan, investment of assets and trustee services are paid by the Company. The Plan held the following part-in-interest investments (at fair value) at December 31: 1995 Pikeville National Corporation Common Stock $ 7,243,025 Pikeville National Equity Common Fund 683,659 PNC Bank, Kentucky, Inc. Employee Benefit Short-Term Investment Fund 1,514,448 During 1995, the Plan had following purchase, redemption and sale transactions with parties-in-interest. Identity of Description Purchase Selling Cost Net Party of Asset Price Price Gain or (Loss) Pikeville National Common Stock $870,777 $2,477,260 $1,684,854 $792,406 PNC Bank, Employee Kentucky, Benefit S/T Inc. Investment Fund 2,797,465 3,865,549 Pikeville National Pikeville 50,681 1,114,679 1,037,127 77,552 Bank and National Equity Trust Common Fund Company 7.Terminated Participants: Included in net assets available for benefits are amounts allocated to individuals who have withdrawn from the Plan. Amounts allocated to these participants were $385,552 and $243,369 at December 31, 1996 and 1995, respectively. Report of Independent Auditors Pikeville National Corporation Retirement and Employee Benefits Committee We have audited the accompanying statement of net assets available for benefits of the Pikeville National Corporation Savings and Employee Stock Ownership Plan as December 31, 1996 and the related statement of changes in net assets available for benefits for the year 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 audit. We conducted our audit 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 audit provides 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 benefits of the Pikeville National Corporation Savings and Employee Stock Ownership Plan at December 31, 1996 and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The Fund Information has been subjected to the auditing procedures applied in our audit of the 1996 basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1996 basic financial statements taken as a whole. Ernst & Young LLP s/ Ernst & Young LLP Columbus, Ohio June 27, 1997 Report of Independent Accountants Retirement and Employee Benefits Committee Pikeville National Corporation Pikeville, Kentucky We have audited the statement of net assets available for benefits of the Pikeville National Corporation Savings and Employee Stock Ownership Plan as of December 31, 1995 and the related statement of changes in net assets available for benefits for the year 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 audit. We conducted our audit 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 audit provides 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 benefits of the Pikeville National Corporation Savings and Employee Stock Ownership Plan as of December 31, 1995 and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as whole. The fund information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The fund information has been subjected to the auditing procedures applied in the audit 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. Coopers & Lybrand L.L.P. Coopers & Lybrand L.L.P. Lexington, Kentucky June 20, 1996 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 of Pikeville National Corporation. of our report dated June 27, 1997 with respect to the financial statements of the Pikeville National Corporation Savings and Employee Stock Ownership Plan included in this Annual Report on Form 11-K for the year ended December 31, 1996. Ernst & Young LLP s/ Ernst & Young LLP Columbus, Ohio June 27, 1997 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by references in the Registration Statement on Form S-8 of Pikeville National Corporation of our report dated June 20, 1996 on our audit of the net assets available for benefits of the Pikeville National Corporation Savings and Employee Stock Ownership Plan as of December 31, 1995 and the related statement of changes in net assets available for benefits for the year ended, which report is included in this Form 11-K for the year ended December 31, 1996. Coopers & Lybrand L.L.P. Lexington, Kentucky June 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----