-----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, HaAXXfJqAG6Zk9f4nmYzVm/Bq5wkSrGId9tR4qhEH3+LsA9OVlCqiyCp7yboztsg PfODtPQ3IEsHspedai+mnQ== 0001021408-02-009518.txt : 20020716 0001021408-02-009518.hdr.sgml : 20020716 20020716133143 ACCESSION NUMBER: 0001021408-02-009518 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020716 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: 02703735 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 d11k.txt FORM 11-K UNITED STATES 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 For the fiscal year end December 31, 2001 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 0-10587 FULTON FINANCIAL AFFILIATES' 401(k) SAVINGS PLAN AND TRUST (Full title of the Plan) FULTON FINANCIAL CORPORATION One Penn Square Lancaster, PA 1702 (Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office) - -------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the administrators of the Fulton Financial Affiliates' 401(k) Savings Plan and Trust have duly caused this annual report to be signed by the undersigned thereunto duly authorized. FULTON FINANCIAL AFFILIATES' 401(k) SAVINGS PLAN AND TRUST By: /s/ James B. Adams ------------------------------------- Date: July 16, 2002 EXHIBIT INDEX EXHIBIT DESCRIPTION 1 Audited financial statements and supplemental schedule for Fulton Financial Affiliates' 401(k) Plan and Trust 2 Consent of Independent Auditors EXHIBIT 1 AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE FULTON FINANCIAL AFFILIATES' 401(k) SAVINGS PLAN AND TRUST FINANCIAL REPORT DECEMBER 31, 2001 C O N T E N T S
Page Financial Report A. Independent Auditor's Report 1 B. Statements of Net Assets Available for Plan Benefits 2 C. Statements of Changes in Net Assets Available for Plan Benefits 3 D. Notes to Financial Statements 4 - 9 E. Supplemental Schedule of Assets Held for Investment Purposes 10 F. Supplemental Schedule of Reportable Transactions 11
Financial Report EX-1 3 dex1.txt AUDITED FINANCIAL STATEMENTS Exhibit 1 INDEPENDENT AUDITOR'S REPORT Retirement Plan Administrative Committee Fulton Financial Affiliates' 401(k) Savings Plan and Trust Lancaster, Pennsylvania We have audited the accompanying statements of net assets available for plan benefits of Fulton Financial Affiliates' 401(k) Savings Plan and Trust as of December 31, 2001 and 2000 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 of America. Those standards require that we plan and perform the audits 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 Fulton Financial Affiliates' 401(k) Savings Plan and Trust as of December 31, 2001 and 2000 and the changes in its net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes and Reportable Transactions 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements for the year ended December 31, 2001 and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. SMITH ELLIOTT KEARNS & COMPANY, LLC Hagerstown, Maryland June 27, 2002 FULTON FINANCIAL AFFILIATES' 401(k) SAVINGS PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 2001 and 2000 2001 2000 ASSETS Cash $ 62,245 $ -- Investments 16,668,698 16,643,634 Receivables: Employer contributions -- 10,045 Employee contributions -- 69,120 Accrued income -- 69,408 ------------ ------------ Total receivables -- 148,573 ------------ ------------ Total assets $ 16,730,943 $ 16,792,207 ------------ ------------ Operating liabilities 13,802 -- ------------ ------------ Net assets available for plan benefits $ 16,717,141 $ 16,792,207 ============ ============ The Notes to Financial Statements are an integral part of these statements. -2- FULTON FINANCIAL AFFILIATES' 401(k) SAVINGS PLAN AND TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Years Ended December 31, 2001 and 2000
2001 2000 Additions: Employer contributions $ 466,014 $ 446,719 Employee contributions 919,586 928,792 Employee rollovers 4,780 -- Investment income 315,588 962,898 Net realized and unrealized gains and (losses) on investments (965,624) (108,960) ------------- ------------- Total additions 740,344 2,229,449 ------------- ------------- Deductions: Administrative expenses 65,246 39,101 Benefit payments and withdrawals 750,164 1,262,348 ------------- ------------- Total deductions 815,410 1,301,449 ------------- ------------- Net Increase (Decrease) in Net Assets Available for Plan Benefits (75,066) 928,000 Net Assets Available for Plan Benefits: Beginning of year 16,792,207 15,864,207 ------------- ------------- End of year $ 16,717,141 $ 16,792,207 ============= =============
The Notes to Financial Statements are an integral part of these statements. -3- NOTES TO FINANCIAL STATEMENTS Note 1. Plan Description The following description of the Fulton Financial Affiliates' 401(k) Savings Plan and Trust (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. A. General - The Plan is a defined contribution plan which covers eligible employees of merged bank subsidiaries that participate in the company's Defined Benefit Plan. The Plan is essentially closed to new participants with new employees entering the company's Profit Sharing Plan upon meeting the conditions of eligibility. The Plan was established in 1991 and provides for retirement, death and disability benefits. It is subject to the Employee Retirement Income Security Act of 1974 (ERISA), as amended. B. Contributions - Eligible employees may elect to make contributions up to 15% of compensation, as defined, with the Employer contributing, at its discretion, an amount equal to the employees' contribution up to a maximum of 3% of compensation (the Employer Match). C. Participant Accounts - Each participant's account is credited with the participant's contribution, the Employer' Match and an allocation of plan earnings. Allocations are based on participant account balances, as defined. Forfeitures, if any, shall be used to reduce the Employer matching contribution. In 2001 and 2000, $0 and $8,318, respectively, were used to reduce the employer matching contribution. At December 31, 2001, $4,892 remains in the forfeiture account and will reduce future employer matching contributions. D. Vesting - Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the remainder of the accounts is based on years of service. Generally, participants become 100 percent vested after the completion of five years of credited service, reaching normal retirement age, or upon death or disability. E. Payment of Benefits - Upon termination of service due to death, disability, or retirement at normal retirement age, as defined by the Plan, a participant may elect to receive an amount equal to the value of the participant's vested interest in his or her account. The Plan also permits early retirement at age 60 through 64, with 5 or more years of service. Benefit payments are distributed in one of the following forms: a joint and survivor annuity, a lump-sum payment or payments over a period designated by the participant in cash installments. -4- NOTES TO FINANCIAL STATEMENTS (continued) Note 1. Plan Description (continued) F. Investment Options - As of November 1, 2001, participant directed contributions were directed from existing mutual funds into the 9 investment options described below. Participants may change their investment elections three times a quarter in 5% increments. Goldman Sachs Financial Square Government Fund This fund seeks to maximize current income, preserve capital and maintain liquidity. Investments are made in securities issued or guaranteed as to principal and interest by the U.S. government, its agencies, authorities and instrumentalities and repurchase agreements relating to such securities. Retirement Fixed Income Fund This fund seeks to provide high current income consistent with safety of capital for retirement, pension, profit sharing and other similar trust accounts which are administered by the Bank and are exempt from taxation under the Internal Revenue Code. Vanguard 500 Index Fund This fund seeks to track, as closely as possible, the investment performance of the S&P 500 Index by investing in each of the Index's 500 stocks according to each stock's weighting in the Index. Retirement Common Stock Fund This fund seeks to provide long-term growth of capital and current income with emphasis on protection of principal during market declines. Established for retirement, pension, profit sharing and other similar trust accounts which are administered by the Bank and are exempt from taxation under the Internal Revenue Code. JP Morgan Institutional U.S. Equity Fund This equity fund seeks high total return. The Fund invests primarily in large- and medium-capitalization U.S. companies. Industry by industry, the fund's weighting are similar to those of the Standard & Poor's 500 Stock Index (S&P 500). Fidelity Advisor Mid Cap Fund This fund seeks long-term capital appreciation by investing primarily in companies that fall within the range of the S&P MidCap 400 Index. Fidelity Advisor Value Strategies Fund This fund seeks capital appreciation and normally invests the funds assets primarily in common stocks. Fund management focuses on securities of companies that it believes are undervalued. Although the fund focuses on securities issued by medium-sized companies, it may also make substantial investments in securities issued by larger or smaller companies. The fund may invest in securities of foreign issuers in addition to securities of domestic issuers. -5- NOTES TO FINANCIAL STATEMENTS (continued) Note 1. Plan Description (continued) Goldman Sachs International Equity Fund This fund seeks long-term capital appreciation by investing in equity securities of companies organized outside the U.S. or principally traded outside the U.S. Fulton Financial Corporation Common Stock Fund This fund provides employees with the opportunity to invest in Fulton Financial Corporation's common stock. G. Administration - The Plan is administered by the Fulton Financial Affiliates' 401(k) Plan Administrative Committee of Fulton Financial Corporation. Fulton Financial Corporation (the Corporation) may pay all or part of the administrative expenses of the Plan. Any expenses not paid by the Corporation shall be paid out of Plan assets. The Plan's assets are held by Fulton Financial Advisors, as trustee. Fulton Financial Advisors is a wholly owned subsidiary of the Corporation. H. Termination Provisions - In the event of termination of the Plan, the accounts of all participants shall become fully vested and the trustee (Fulton Financial Advisors) may continue to administer the trust fund and pay account balances in accordance with the Plan or distribute the net assets remaining in the trust fund to members in proportion to their respective account balances. Note 2. Summary of Significant Accounting Policies Basis of Accounting The accounting records of the Plan are maintained on an accrual basis. Interest and dividend income is recognized when earned, and benefits are recognized when paid. 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 net assets and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of contributions, earnings, expenses and benefit payments during the reporting period. Actual results could differ from those estimates. Income Valuation Investments are stated at aggregate market value. Securities which are traded on a national securities exchange are valued at the last reported sales price on the last business day of the year. The Plan's investments in mutual funds and common trust funds are valued at the aggregate of the quoted market prices of the underlying securities. Purchases and sales of securities are reflected on a trade-date basis. The unrealized difference in market value from one year to the next and realized gains and losses are recognized as net appreciation (depreciation) in fair value of investments in the accompanying statements of changes in net assets available for benefits. -6- NOTES TO FINANCIAL STATEMENTS (continued) Note 3. Investments Investments that represent five percent or more of the Plan's net assets available for plan benefits at the beginning of year are identified below:
December 31, 2001 ----------------- Shares Fair Value *Fulton Financial Corporation Common Stock Fund 151,797 $ 3,313,729 *Retirement Common Stock Fund 26,421 2,376,071 *Retirement Fixed Income Fund 153,089 2,395,836 Fidelity Advisor Mid Cap Fund 66,677 1,285,537 Fidelity Advisor Value Strategies Fund 44,968 1,206,931 JP Morgan Institutional U.S. Equity Fund 89,979 939,380 Vanguard 500 Index Fund 16,915 1,791,152 Goldman Sachs Financial Square Government Fund 3,176,108 3,176,108 December 31, 2000 ----------------- Shares Fair Value GS Financial Sq Treasury Oblig. Money Market Fund (10) 1,304,828 $ 1,304,828 *Retirement Fixed Income Fund 138,042 1,977,103 PNC Select Equity Portfolio Fund #95 72,391 1,143,771 PNC Large Cap Growth Equity Portfolio Fund #29 48,806 772,600 PNC Large Cap Value Equity Portfolio Fund #89 57,901 864,456 *Fulton Financial Stock Fund 171,615 3,957,957 SEI S&P 500 Index Fund #55 61,654 2,518,543
* Represents a party-in-interest During 2001 and 2000, the Plan's investments appreciated (depreciated), including realized gains and losses on sales of assets, in value by ($965,624) and ($108,960) as follows:
2001 Mutual Funds $ (1,159,319) Common Trust Funds 222,813 Fulton Financial Common Stock Fund (29,118) ------------- Net appreciation (depreciation) in fair value $ (965,624) =============
-7- NOTES TO FINANCIAL STATEMENTS (continued) Note 3. Investments (continued)
2000 Principal Preservation Fund $ 31,015 Fixed Income Fund 172,537 Balanced Fund 39,473 Indexed Equity Fund (271,169) Managed Equity Fund (1,086,927) Fulton Financial Stock Fund 1,006,111 ------------- Net appreciation (depreciation) in fair value $ (108,960) =============
Note 4. Transactions With Parties-in-Interest During 2001 and 2000, respectively, the Plan purchased 12,520 and 1,700 shares of Fulton Financial Corporation common stock at a total cost of $275,035 and $35,488. During 2001, the Plan sold 41,263 shares of Fulton Financial Corporation common stock with an original cost of $266,734 at a price of $416,146. During 2000, the Plan sold 14,640 shares of Fulton Financial Corporation common stock with original cost of $213,864 at a price of $259,990. The Plan also has investments in common trust funds that are administered by Fulton Financial Advisors, as trustee. Note 5. Income Tax Status The Internal Revenue Service has determined and informed the Corporation by a letter dated January 7, 1993, 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 and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. Note 6. Plan Termination Although it has not expressed any intent to do so, the Corporation 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 will become fully vested in their accounts. Note 7. Obligations Due Terminated Participants Separated participants' vested interests as of December 31, 2001 and 2000 were $256,070 and $2,198,114, respectively. -8- NOTES TO FINANCIAL STATEMENTS (continued) Note 8. Reconciliation of Financial Statement to Form 5500 The following is a reconciliation of investment income and net realized and unrealized gains (losses) listed on the financial statements to categories of income used on the Form 5500 for the years ended December 31:
2001 2000 Financial Statement Presentation Investment income $ 315,588 $ 962,898 Net realized and unrealized gains (losses) (965,624) (108,960) ------------ ----------- Total $ (650,036) $ 853,938 ============ =========== Form 5500 Interest income $ 138,020 $ 169,708 Dividend income 97,142 115,303 Net gain on sale of assets 5,280 46,193 Unrealized appreciation of assets (11,881) 1,012,151 Investment gain from common trusts 199,396 202,104 Net loss from registered investment company (1,078,246) (691,521) Other income 253 -- ------------ ----------- Total $ (650,036) $ 853,938 ============ ===========
-9- FULTON FINANCIAL AFFILIATES' 401(k) SAVINGS PLAN AND TRUST SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 2001
Description of Investment Shares Market Value ------------------------- ------ ------------ Goldman Sachs Financial Square Government Fund 3,176,108 $ 3,176,108 *Retirement Fixed Income Fund 153,089 2,395,836 Vanguard 500 Index 500 Fund 16,915 1,791,152 *Retirement Common Stock Fund 26,421 2,376,071 JP Morgan Institutional U.S. Equity Fund 89,979 939,380 Fidelity Advisor Mid Cap Fund 66,677 1,285,537 Fidelity Advisor Value Strategies Fund 44,968 1,206,931 Goldman Sachs International Equity Fund 11,883 182,638 *Fulton Financial Corporation Common Stock Fund 151,797 3,313,729 BlackRock Mutual Funds 117 1,316 ------------ Total Investments $ 16,668,698 ============
*Represents a party-in interest -10- FULTON FINANCIAL AFFILIATES' 401(k) SAVINGS PLAN AND TRUST SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 2001
Purchase Selling Current Net Description of Assets Price Price Cost Value Gain (Loss) Purchased 67,127 shares - Fidelity Advisor Mid Cap Fund $ 1,148,350 $ $ $ 1,148,350 $ Purchased 38,418 shares - Vanguard Index 4,404,145 4,404,145 Purchased 44,989 shares - Fidelity Advisor Value Strategies Fund 1,043,576 1,043,576 Purchased 90,602 shares - JP Morgan Institutional U.S. Equity Fund 877,385 877,385 Purchased 19,994 shares - Retirement Common Stock Fund 1,712,319 1,712,319 Purchased 3,277,512 shares - Goldman Sachs Financial Square Government Fund 3,277,512 3,277,512 Sold 61,653 shares - SEI S&P 500 Index Fund 2,368,725 2,226,891 2,368,725 141,834 Sold 66,037 shares - BlackRock Large Cap Value fund 845,991 979,633 845,991 (133,642) Sold 81,601 shares - BlackRock Select Equity Fund 964,087 1,384,123 964,087 (420,036)
-11- FULTON FINANCIAL AFFILIATES' 401(k) SAVINGS PLAN AND TRUST EIN: 23-2195389 Plan No.: 005 Schedule H, Part IV, Item j SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 2001
b. c. d. g. h. i. Purchase Selling Current Net Description of Assets Price Price Cost Value Gain (Loss) Purchased 67,127 shares - Fidelity Advisor Mid Cap Fund $ 1,148,350 $ $ $ 1,148,350 $ Purchased 38,418 shares - Vanguard Index 4,404,145 4,404,145 Purchased 44,989 shares - Fidelity Advisor Value Strategies Fund 1,043,576 1,043,576 Purchased 90,602 shares - JP Morgan Institutional U.S. Equity Fund 877,385 877,385 Purchased 19,994 shares - Retirement Common Stock Fund 1,712,319 1,712,319 Purchased 3,277,512 shares - Goldman Sachs Financial Square Government Fund 3,277,512 3,277,512 Sold 61,653 shares - SEI S&P 500 Index Fund 2,368,725 2,226,891 2,368,725 141,834 Sold 66,037 shares - BlackRock Large Cap Value fund 845,991 979,633 845,991 (133,642) Sold 81,601 shares - BlackRock Select Equity Fund 964,087 1,384,123 964,087 (420,036)
FULTON FINANCIAL AFFILIATES' 401(k) SAVINGS PLAN AND TRUST EIN.: 23-2195389 PLAN NO.: 005 Schedule H, Part IV, item i SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 2001
a. c. e. Description of Investment Shares Market Value ------------------------- ------ ------------ Goldman Sachs Financial Square Government Fund 3,176,108 $ 3,176,108 * Retirement Fixed Income Fund 153,089 2,395,836 Vanguard 500 Index 500 Fund 16,915 1,791,152 * Retirement Common Stock Fund 26,421 2,376,071 JP Morgan Institutional U.S. Equity Fund 89,979 939,380 Fidelity Advisor Mid Cap Fund 66,677 1,285,537 Fidelity Advisor Value Strategies Fund 44,968 1,206,931 Goldman Sachs International Equity Fund 11,883 182,638 * Fulton Financial Corporation Common Stock Fund 151,797 3,313,729 BlackRock Mutual Funds 117 1,316 ------------ Total Investments $ 16,668,698 ============
*Represents a party-in interest EX-2 4 dex2.txt CONSENT OF INDEPENDENT AUDITORS EXHIBIT 2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-76594) pertaining to the Fulton Financial Affiliates' 401(k) Savings Plan and Trust of our report dated June 27, 2002, with respect to the financial statements and supplemental schedule of the Fulton Financial Affiliates 401(k) Savings Plan and Trust included in this Annual Report (Form 11-K) for the year ended December 31, 2001. /s/ Smith Elliott Kearns & Company, LLC Hagerstown, Maryland July 16, 2002 -----END PRIVACY-ENHANCED MESSAGE-----