-----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, TUHclvOs3LRGvdJ42X194B6Z5QPAKQ1nYFkJ9S16oNHpBSOTIu4WB155qFNadub3 vdUAUUsXXv/FEL0Y1lWfGQ== 0000893220-05-001489.txt : 20050627 0000893220-05-001489.hdr.sgml : 20050627 20050627170420 ACCESSION NUMBER: 0000893220-05-001489 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050627 DATE AS OF CHANGE: 20050627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULTON FINANCIAL CORP CENTRAL INDEX KEY: 0000700564 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232195389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10587 FILM NUMBER: 05918076 BUSINESS ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 BUSINESS PHONE: 7172912411 MAIL ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 11-K 1 w10353ce11vk.htm FORM 11-K FULTON FINANCIAL CORP., FULTON FINANCIAL CORP. PROFIT SHARING PLAN e11vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year end December 31, 2004

OR

o 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 0-10587

FULTON FINANCIAL CORPORATION
PROFIT SHARING PLAN

(Full title of the Plan)

FULTON FINANCIAL CORPORATION

One Penn Square
Lancaster, PA 17602
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
 
 

 


Table of Contents

FULTON FINANCIAL CORPORATION
PROFIT SHARING PLAN

FINANCIAL STATEMENTS
December 31, 2004 and 2003

 


FULTON FINANCIAL CORPORATION
PROFIT SHARING PLAN
Lancaster, Pennsylvania

FINANCIAL STATEMENTS
December 31, 2004 and 2003

CONTENTS

         
    1  
 
       
FINANCIAL STATEMENTS
       
 
       
    2  
 
       
    3  
 
       
    4  
 
       
SUPPLEMENTAL SCHEDULE
       
 
       
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
    9  

 


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Retirement Plans Administrative Committee
Fulton Financial Corporation
Profit Sharing Plan
Lancaster, Pennsylvania

We have audited the accompanying statements of net assets available for benefits of Fulton Financial Corporation Profit Sharing Plan (the Plan) as of December 31, 2004 and 2003 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 the standards of the Public Company Accounting Oversight Board (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 benefits of the Plan as of December 31, 2004 and 2003 and the changes in net assets available for benefits for the years then ended in conformity with U.S. 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 supplemental schedule of assets (held at end of year) 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. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2004 financial statements taken as a whole.

     
 
  /s/ Crowe Chizek and Company LLC

Columbus, Ohio
June 16, 2005

 

1.


Table of Contents

FULTON FINANCIAL CORPORATION
PROFIT SHARING PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2004 and 2003

 
                 
    2004     2003  
ASSETS
               
Cash
  $ 149,743     $ 77,582  
Investments (Note 4)
    109,029,300       92,643,248  
 
               
Receivables
               
Accrued Income
    230,411       236,964  
Employer contribution
    7,543,860       6,921,190  
Participant contributions
          52,693  
Security transaction receivable
    25,455        
 
           
Total receivables
    7,799,726       7,210,847  
 
           
 
               
Total assets
    116,978,769       99,931,677  
 
               
LIABILITIES
               
Security transaction payable
    7,671       11,673  
Administrative expenses payable
    28,478       32,343  
 
           
Total liabilities
    36,149       44,016  
 
           
 
               
Net assets available for benefits
  $ 116,942,620     $ 99,887,661  
 
           

 

See accompanying notes to financial statements.

2.


Table of Contents

FULTON FINANCIAL CORPORATION
PROFIT SHARING PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended December 31, 2004 and 2003

 
                 
    2004     2003  
Additions to net assets attributed to:
               
Investment income
               
Net appreciation in fair value of investments (Note 4)
  $ 9,379,313     $ 16,804,101  
Interest and dividends
    2,223,742       1,192,491  
 
           
 
    11,603,055       17,996,592  
 
               
Contributions
               
Employer
    7,543,860       6,921,189  
Employee contributions
    2,581,888       2,089,085  
Employee rollovers
    75,118       109,238  
 
           
 
    10,200,866       9,119,512  
 
           
 
               
Total additions
    21,803,921       27,116,104  
 
               
Deductions from net assets attributed to:
               
Benefits paid to participants
    6,593,662       2,719,826  
Administrative expenses
    131,625       131,880  
 
           
 
    6,725,287       2,851,706  
 
           
 
               
Net increase prior to transfers
    15,078,634       24,264,398  
 
               
Transfer from Fulton Financial Affiliates’ 401(k) Savings Plan
    3,546        
Transfer from Premier Bank 401(k) Savings Plan (Note 8)
    1,972,779        
 
           
 
               
Net increase
    17,054,959       24,264,398  
 
               
Net assets available for benefits
               
Beginning of year
    99,887,661       75,623,263  
 
           
 
               
End of year
  $ 116,942,620     $ 99,887,661  
 
           

 

See accomanying notes to financial statements.

3.


Table of Contents

FULTON FINANCIAL CORPORATION
PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003

 

NOTE 1 — DESCRIPTION OF PLAN

The following description of the Fulton Financial Corporation Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General: The Plan is a defined contribution plan which covers substantially all eligible employees of Fulton Financial Corporation (Company) and its wholly owned subsidiaries that are not covered under the Company’s defined benefit and 401(k) plans and who have either (1) completed one year of service upon attaining age 21; or (2) have completed three years of service. The Plan provides for retirement, death, and disability benefits. The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

In connection with the mergers of certain qualified defined contribution plans into the Plan, the Plan shall receive and accept certain promissory notes from unpaid loans previously made by these qualified plans to participants.

Contributions: Participants in the Plan are classified as either “Category A” or Category B” participants. In general, a Category A participant is a participant who was employed by the Corporation prior to January 1, 1996. A Category B participant is generally an employee of the Corporation that was hired after December 31, 1995. Special rules apply in the case of employees who transfer to and from affiliates that do not participate in this Plan.

Employer profit sharing contributions are made to the Plan equal to a specific percentage of participants’ compensation for the year. For Category A participants, the contribution percentage is 15% of compensation; for Category B participants, the contribution percentage is 10% of compensation. In any particular year, the Plan sponsor has the option of determining a different contribution amount.

Eligible employees may elect to make contributions up to a maximum dollar amount prescribed by law. Any participant who has attained age 50 by the end of the Plan year may make catch-up contributions in accordance with Code Section 414(v).

Participant Accounts: Each participant’s account is credited with the participant’s contribution, an allocation of the Company contribution and Plan earnings. Allocations are based on participant earnings or account balances, as defined in the Plan. The benefit to which a participant is entitled is the vested benefit that can be provided from the participant’s account.

Retirement, Death and Disability: A participant is entitled to 100% of his or her account balance upon retirement, death or disability.

 

(Continued)

4.


Table of Contents

FULTON FINANCIAL CORPORATION
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003

 

NOTE 1 — DESCRIPTION OF PLAN (Continued)

Vesting: Participants are immediately vested in their voluntary and rollover contributions plus actual earnings thereon. Vesting in the remainder of the accounts is based on years of service. Participants become 100% vested after completion of five years of credited service.

Payment of Benefits: Upon termination of service, death, disability or retirement, a participant may elect to receive an amount equal to the value of the participant’s vested interest in his or her account. Benefit payments are distributed as either a lump sum or in installment payments over a period. The period over which benefits are paid is not to exceed either the life expectancy of the participant or the joint life expectancies of the participant and the participant’s beneficiary.

Forfeitures: Forfeitures represent the nonvested portion of the participant’s account plus earnings thereon that are not fully distributable to participants who terminate employment before they are 100% vested. Forfeitures are used to reduce the future contributions to the Plan. As of December 31, 2004 and 2003, there were no forfeitures available. Forfeitures used to reduce the employer contribution for the plan year ended December 31, 2004 and 2003 were $292,710 and $282,326, respectively.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method: The Plan’s financial statements are prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles.

Investments: The investments held by the Plan are shown at fair value. Securities which are traded on national securities exchange are valued at the last reported sales price on the last business day of the year. The Plan’s investments in common trust funds are valued at the aggregate of the fair values of the underlying securities.

Purchases and sales of securities are reflected on a trade date basis.

Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates.

 

(Continued)

5.


Table of Contents

FULTON FINANCIAL CORPORATION
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003

 

NOTE 2 — SUMMARY OF ACCOUNTING POLICIES (Continued)

Risk and Uncertainties: The Plan provides for various investment options including any combination of certain mutual funds, common stock of the Company, or common/collective trust funds. The underlying investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits and participants’ individual account balances.

Payment of Benefits: Benefits are recorded when paid.

Concentration of Credit Risk: At December 31, 2004 and 2003, approximately 23% and 22%, respectively, of the Plan’s assets were invested in Fulton Financial Corporation common stock.

NOTE 3 — RIGHTS UPON 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 plan termination, participants would become 100% vested in their accounts.

NOTE 4 — INVESTMENTS

The following presents investments that represent 5 percent or more of the Plan’s net assets.

                 
    December 31, 2004  
    Units or Shares   Fair Value  
Fulton Financial Corporation Common Stock
    1,134,860     $ 26,453,587  
Fulton Financial Advisors Retirement Common Stock Fund
    132,646       12,550,611  
Fulton Financial Advisors Retirement Fixed Income Fund
    716,036       12,522,316  
Fidelity Advisor Mid Cap Value Fund
    419,076       10,782,834  
American Century Small Company Fund
    1,275,258       13,020,388  
Vanguard 500 Index Fund
    112,968       12,611,766  
Goldman Sachs Financial Square Government Fund
    11,107,228       11,107,228  
MFS Value Fund
    310,103       7,200,592  

 

(Continued)

6.


Table of Contents

FULTON FINANCIAL CORPORATION
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003

 

NOTE 4 — INVESTMENTS (Continued)

                 
    December 31, 2003  
    Units or Shares   Fair Value  
Fulton Financial Corporation Common Stock
    1,041,801     $ 22,224,142  
Fulton Financial Advisors Retirement Common Stock Fund
    129,629       11,347,698  
Fulton Financial Advisors Retirement Fixed Income Fund
    826,851       14,101,906  
Fidelity Advisor Mid Cap Value Fund
    343,510       7,811,418  
American Century Small Company Fund
    1,021,089       8,536,303  
Vanguard 500 Index Fund
    99,752       10,242,542  
Goldman Sachs Financial Square Government Fund
    11,743,446       11,743,446  
MFS Value Fund
    245,913       5,016,640  

During 2004 and 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $9,379,313 and $16,804,101 as follows:

                 
    2004     2003  
Mutual funds
  $ 5,332,342     $ 9,014,052  
Common trust funds
    1,240,053       2,710,086  
Fulton Financial Corporation Common Stock
    2,806,918       5,079,963  
 
           
 
               
 
  $ 9,379,313     $ 16,804,101  
 
           

NOTE 5 — TERMINATED PARTICIPANTS

Included in net assets available for benefits are amounts allocated to individuals who have elected to withdraw from the Plan, but who have not yet been paid. Plan assets allocated to these participants were $116,805 at December 31, 2004 and $231,271 at December 31, 2003.

NOTE 6 — PARTIES-IN-INTEREST

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. Certain professional fees for the administration of the Plan were paid by the Company. Fees paid by the Plan to Conrad Seigal, the Plan recordkeeper, totaled $107,103 and $117,712 for 2004 and 2003, respectively. Fees paid to Smith, Elliott, Kearns & Company, the prior auditor for the Plan, totaled $475 and $7,200 for 2004 and 2003, respectively. Fees paid to Crowe Chizek and Company LLC, the current auditor, totaled $11,000 for 2004. Fees paid to Barley, Snyder, Senft & Cohen LLC, legal counsel for the Plan, totaled $9,125 and $6,968 for 2004 and 2003, respectively. At December 31, 2004 and 2003, the Plan had investments of $26,453,587 and $22,224,142, respectively, in Fulton Financial Corporation common stock.

 

(Continued)

7.


Table of Contents

FULTON FINANCIAL CORPORATION
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003

 

NOTE 6 — PARTIES-IN-INTEREST (Continued)

The Plan also has investments of $25,072,927 and $25,449,604 in common trust funds with Fulton Financial Advisors, the custodian of the Plan, at December 31, 2004 and 2003. Approximately $707,069 and $601,324 of cash dividends were paid to the Plan by Fulton Financial Corporation during 2004 and 2003, respectively.

NOTE 7 — TAX STATUS

The Internal Revenue Service has determined and informed the Company by a letter dated April 23, 2004, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC).

The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

NOTE 8 — PLAN AMENDMENT

Effective January 1, 2004, the Plan was amended to cover eligible employees of Premier Bank. Effective December 1, 2004, the Plan was amended to accept the transfer of assets from the Premier Bank 401(k) Plan which was terminated. During December 2004, assets of $1,972,779 were received from the Premier Bank 401(k) Plan.

 

8.


Table of Contents

SUPPLEMENTAL SCHEDULE

 


Table of Contents

FULTON FINANCIAL CORPORATION
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003

 
         
Name of Plan Sponsor:
Fulton Financial Corporation  
EIN:
  23-2195389  
Plan number:
  001  
                         
(a)   (b)   (c)   (d)     (e)  
    Identity of issue,   Description of investment including              
    borrower, lessor,   maturity date, rate of interest           Current  
    or similar party   collateral, par or maturity value   Cost     Value  
 
                       
 
      Common Trust Fund                
 
                       
*
  Fulton Financial Advisors   Retirement Fixed Income Fund   $ Ö     $ 12,522,316  
 
                       
*
  Fulton Financial Advisors   Retirement Common Stock Fund     Ö       12,550,611  
 
                       
 
      Mutual Funds                
 
                       
 
  MFS Investment Management   MFS Value Fund     Ö       7,200,592  
 
                       
 
  Vanguard   Vanguard 500 Index Fund     Ö       12,611,766  
 
                       
 
  Goldman Sachs & Co.   Goldman Sachs Financial Square Government Fund     Ö       11,107,228  
 
                       
 
  Fidelity Investments   Fidelity Advisor Mid Cap Value Fund     Ö       10,782,834  
 
                       
 
  American Century Investments, Inc.   American Century Small Company Fund     Ö       13,020,388  
 
                       
 
  Franklin Templeton Investments   Templeton Foreign Fund     Ö       2,779,686  
 
                       
 
  Goldman Sachs & Co.   Goldman Sachs Financial Square Prime Obligation Fund     Ö       292  
 
                       
 
      Common Stock                
 
                       
*
  Fulton Financial Corporation   Common Stock     Ö       26,453,587  
 
                     
 
                       
 
                  $ 109,029,300  
 
                     

 

 
*  Party-in-interest

Ö All investment are participant directed, therefore, historical cost information is not required.

9.


Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, the administrators of the Fulton Financial Corporation Profit Sharing Plan have duly caused this annual report to be signed by the undersigned thereunto duly authorized.

         
    FULTON FINANCIAL CORPORATION
PROFIT SHARING PLAN
 
       
 
  By:   /s/ Louis J. Yoka
 
       

Date: June 27, 2005

 


Table of Contents

EXHIBIT INDEX

EXHIBIT DESCRIPTION

23.1 Consent of Crowe Chizek and Company LLC

 

EX-23.1 2 w10353cexv23w1.htm CONSENT OF CROWE CHIZEK AND COMPANY LLC exv23w1
 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-76600 on Form S-8 of Fulton Financial Corporation of our report dated June 16, 2005, appearing in this Annual Report on Form 11-K of Fulton Financial Corporation Profit Sharing Plan for the year ended December 31, 2004.

/s/ Crowe Chizek and Company LLC
Columbus, Ohio
June 27, 2005

 

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