-----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, DANQWz8kg4/Oxt7C7YCHFIVHguXZ/rLmMvOEGsh+K//ji1jWZNg2C6IBs1HN6fLG 4xD/6Ru45i1Sfkzeyz+lmQ== 0001012870-96-000686.txt : 19961121 0001012870-96-000686.hdr.sgml : 19961121 ACCESSION NUMBER: 0001012870-96-000686 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19961119 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILICON VALLEY BANCSHARES CENTRAL INDEX KEY: 0000719739 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942856336 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15637 FILM NUMBER: 96668989 BUSINESS ADDRESS: STREET 1: 3003 TASMAN DRIVE, M/S NC820 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4083835282 MAIL ADDRESS: STREET 1: 3003 TASMAN DRIVE, M/S NC820 CITY: SANTA CLARA STATE: CA ZIP: 95054 11-K 1 FORM 11-K FOR SILICON VALLEY BANK As filed with the Securities and Exchange Commission on November 19, 1996 ================================================================================ 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 [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] For the transition period from _______________ to _______________ Commission file number 33-41102 --------------- A. Full title of the plan and address of the plan, if different from that of the issuer named below: SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: SILICON VALLEY BANCSHARES 3003 TASMAN DRIVE SANTA CLARA, CALIFORNIA 95054-1191 ================================================================================ This report contains a total of 17 pages. 1 TABLE OF CONTENTS PAGE ---- INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 4 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 5 NOTES TO FINANCIAL STATEMENTS 8 SUPPLEMENTAL SCHEDULES ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES 13 ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS 14 EXHIBITS 15 SIGNATURES 16 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS 17 2 INDEPENDENT AUDITORS' REPORT The Administrative Committee Silicon Valley Bank 401(k) and Employee Stock Ownership Plan: We have audited the accompanying statements of net assets available for benefits of the Silicon Valley Bank 401(k) and Employee Stock Ownership Plan (formerly Silicon Valley Bank 401(k) Plan) (the "Plan") as of December 31, 1995 and 1994, and the related statement of changes in net assets available for benefits for the year ended December 31, 1995. 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 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 benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, Item 27(a) - schedule of assets held for investment purposes at December 31, 1995 and Item 27(d) - schedule of reportable transactions for the year ended December 31, 1995 are presented for purposes 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 fund information in the statements of net assets available for benefits and the statement of changes in net assets available for benefits are 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 supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG PEAT MARWICK, LLP -------------------------- San Francisco, California October 11, 1996 3 SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN (FORMERLY SILICON VALLEY BANK 401(k) PLAN) Statements of Net Assets Available for Benefits December 31, 1995 and 1994
Money U.S. Market AIM S&P 500 Treasury Lifepath Lifepath Assets Account Constellation Stock Allocation 2000 2010 ------ ------- ------------- ----- ----------- ---- ---- Investments: Money market funds $267,353 -- -- -- -- -- Collective investment funds -- -- $1,394,450 $990,057 $126,976 $249,977 Mutual funds -- $1,487,766 -- -- -- -- Silicon Valley Bancshares Common Stock Fund -- -- -- -- -- -- -------- ---------- ---------- -------- -------- -------- Total investments 267,353 1,487,766 1,394,450 990,057 126,976 249,977 -------- ---------- ---------- -------- -------- -------- Receivables: Participant loans -- -- -- -- -- -- Employer's contribution to ESOP -- -- -- -- -- -- -------- ---------- ---------- -------- -------- -------- Total receivables -- -- -- -- -- -- -------- ---------- ---------- -------- -------- -------- Total assets $267,353 $1,487,766 $1,394,450 $990,057 $126,976 $249,977 Liabilities ----------- Excess contributions payable -- -- -- -- -- -- -------- ---------- ---------- -------- -------- -------- Net assets available for benefits $267,353 $1,487,766 $1,394,450 $990,057 $126,976 $249,977 ======== ========== ========== ======== ======== ========
Silicon Valley Participant Lifepath Lifepath Lifepath Bancshares Loan 1995 Assets 2020 2030 2040 Common Stock Account Other Total ------ ---- ---- ---- ------------ ------- ----- ----- Investments: Money market funds -- -- -- -- -- -- $ 267,353 Collective investment funds $358,495 $212,889 $190,934 -- -- -- 3,523,778 Mutual funds -- -- -- -- -- -- 1,487,766 Silicon Valley Bancshares Common Stock Fund -- -- -- $ 9,736,623 -- -- 9,736,623 -------- -------- ---------- ----------- -------- --------- ----------- Total investments 358,495 212,889 190,934 9,736,623 -- -- 15,015,520 -------- -------- ---------- ----------- -------- --------- ----------- Receivables: Participant loans -- -- -- -- $284,933 -- 284,933 Employer's contribution to ESOP -- -- -- 1,560,317 -- -- 1,560,317 -------- -------- ---------- ----------- -------- --------- ----------- Total receivables -- -- -- 1,560,317 284,933 -- 1,845,250 -------- -------- ---------- ----------- -------- --------- ----------- Total assets 358,495 212,889 190,934 11,296,940 284,933 -- 16,860,770 Liabilities ----------- Excess contributions payable -- -- -- -- -- $(240,727) (240,727) -------- -------- ---------- ----------- -------- --------- ----------- Net assets available for benefits $358,495 $212,889 $190,934 $11,296,940 $284,933 $(240,727) $16,620,043 ======== ======== ======== =========== ======== ========= ===========
Guaranteed Investment Small 1994 Assets Contract Equity Company International Total ------ -------- ------ ------- ------------- ----- Pooled separate accounts -- $891,486 $453,026 $274,435 $1,618,947 Guaranteed investment contracts $2,080,883 -- -- -- $2,080,883 ---------- -------- -------- -------- ---------- Net assets available for benefits $2,080,883 $891,486 $453,026 $274,435 $3,699,830 ========== ======== ======== ======== ==========
See accompanying Notes to Financial Statements. 4 SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN (FORMERLY SILICON VALLEY BANK 401(k) PLAN) Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1995
Guaranteed Money Investment Small Market AIM Contract Equity Company International Account Constellation ------------ ------------ ---------- -------------- -------- ------------- Additions to net assets attributable to: Investment income: Interest and dividends $ 44,354 -- -- -- $ 46,397 $ 47,654 Net appreciation in value of investments -- $ 82,536 $ 19,937 $ (2,399) -- 30,926 ----------- ----------- --------- --------- -------- ---------- Total investment income 44,354 82,536 19,937 (2,399) 46,397 78,580 ----------- ----------- --------- --------- -------- ---------- Contributions: Employer 37,482 26,800 24,481 23,037 -- 59,675 Employee 60,423 37,575 32,975 28,860 -- 267,677 Rollovers 64,069 2,868 1,561 2,822 -- 38,452 ----------- ----------- --------- --------- -------- ---------- Total net contributions 161,974 67,243 59,017 54,719 -- 365,804 ----------- ----------- --------- --------- -------- ---------- Total additions 206,328 149,779 78,954 52,320 46,397 444,384 ----------- ----------- --------- --------- -------- ---------- Deductions from net assets attributable to: Participant withdrawals 126,184 25,309 9,123 3,124 11,090 20,663 Administrative expenses -- -- -- -- -- 198 ----------- ----------- --------- --------- -------- ---------- Total deductions 126,184 25,309 9,123 3,124 11,090 20,861 ----------- ----------- --------- --------- -------- ---------- Transfer of net assets from merged plan -- -- -- -- 191,505 -- ----------- ----------- --------- --------- -------- ---------- Net increase prior to interfund transfers 80,144 124,470 69,831 49,196 226,812 423,523 Interfund transfers (2,161,027) (1,015,956) (522,857) (323,631) 40,541 1,064,243 ----------- ----------- --------- --------- -------- ---------- Net (decrease) increase (2,080,883) (891,486) (453,026) (274,435) 267,353 1,487,766 Net assets available for benefits: Beginning of year 2,080,883 891,486 453,026 274,435 -- -- ----------- ----------- --------- --------- -------- ---------- End of year $ -- $ -- $ -- $ -- $267,353 $1,487,766 =========== =========== ========= ========= ======== ==========
5 SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN (FORMERLY SILICON VALLEY BANK 401(k) PLAN) Statement of Changes in Net Assets Available for Benefits (continued) Year ended December 31, 1995
U.S. S&P 500 Treasury Lifepath Lifepath Lifepath Lifepath Stock Allocation 2000 2010 2020 2030 ----- ---------- ---- ---- ---- ---- Additions to net assets attributable to: Investment income: Interest and dividends $ 80 $ 21 $ 13 $ 13 $ 49 -- Net appreciation in value of investments 148,359 44,798 6,140 16,766 28,308 $ 17,406 ---------- -------- -------- -------- -------- -------- Total investment income 148,439 44,819 6,153 16,779 28,357 17,406 ---------- -------- -------- -------- -------- -------- Contributions: Employer 47,464 29,011 4,581 5,544 6,342 6,210 Employee 237,292 103,290 12,362 32,445 56,005 39,331 Rollovers 46,839 39,894 6,878 14,324 5,022 8,700 ---------- -------- -------- -------- -------- -------- Total net contributions 331,595 172,195 23,821 52,313 67,369 54,241 ---------- -------- -------- -------- -------- -------- Total additions 480,034 217,014 29,974 69,092 95,726 71,647 ---------- -------- -------- -------- -------- -------- Deductions from net assets attributable to: Participant withdrawals 44,074 112,044 63 -- 6,958 5,275 Administrative expenses 180 242 24 20 37 30 ---------- -------- -------- -------- -------- -------- Total deductions 44,254 112,286 87 20 6,995 5,305 ---------- -------- -------- -------- -------- -------- Transfer of net assets from merged plan -- -- -- -- -- -- ---------- -------- -------- -------- -------- -------- Net increase prior to interfund transfers 435,780 104,728 29,887 69,072 88,731 66,342 Interfund transfers 958,670 885,329 97,089 180,905 269,764 146,547 ---------- -------- -------- -------- -------- -------- Net (decrease) increase 1,394,450 990,057 126,976 249,977 358,495 212,889 Net assets available for benefits: Beginning of year -- -- -- -- -- -- ---------- -------- -------- -------- -------- -------- End of year $1,394,450 $990,057 $126,976 $249,977 $358,495 $212,889 ========== ======== ======== ======== ======== ========
6 SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN (FORMERLY SILICON VALLEY BANK 401(k) PLAN) Statement of Changes in Net Assets Available for Benefits (continued) Year ended December 31, 1995
Silicon Valley Participant Lifepath Bancshares Loan 2040 Common Stock Account Other Total -------- ------------ ------- ----- ----- Additions to net assets attributable to: Investment income: Interest and dividends -- $ 33 $ 9,261 -- $ 147,875 Net appreciation in value of investments $ 18,335 4,140,294 -- -- 4,551,406 -------- ----------- ----------- --------- ----------- Total investment income 18,335 4,140,327 9,261 -- 4,699,281 -------- ----------- ----------- --------- ----------- Contributions: Employer 8,790 1,532,884 -- $ (9,138) 1,803,163 Employee 35,558 57,764 -- (231,589) 769,968 Rollovers 4,303 19,177 -- -- 254,909 -------- ----------- ----------- --------- ----------- Total net contributions 48,651 1,609,825 -- (240,727) 2,828,040 -------- ----------- ----------- --------- ----------- Total additions 66,986 5,750,152 9,261 (240,727) 7,527,321 -------- ----------- ----------- --------- ----------- Deductions from net assets attributable to: Participant withdrawals 3,209 1,164,338 12,924 -- 1,544,378 Administrative expenses 31 567 -- -- 1,329 -------- ----------- ----------- --------- ----------- Total deductions 3,240 1,164,905 12,924 -- 1,545,707 -------- ----------- ----------- --------- ----------- Transfer of net assets from merged plan -- 6,747,094 -- -- 6,938,599 -------- ----------- ----------- --------- ----------- Net increase prior to interfund transfers 63,746 11,332,341 (3,663) (240,727) 12,920,213 Interfund transfers 127,188 (35,401) 288,596 -- -- -------- ----------- ----------- --------- ----------- Net (decrease) increase 190,934 11,296,940 284,933 (240,727) 12,920,213 Net assets available for benefits: Beginning of year -- -- -- -- 3,699,830 -------- ----------- ----------- --------- ----------- End of year $190,934 $11,296,940 $284,933 $(240,727) $16,620,043 ======== =========== =========== ========= ===========
See accompanying Notes to Financial Statements. 7 SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN (Formerly Silicon Valley Bank 401(k) Plan) Notes to Financial Statements (1) DESCRIPTION OF PLAN The following description of the Silicon Valley Bank 401(k) and Employee Stock Ownership Plan (formerly Silicon Valley Bank 401(k) Plan) (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 was established by Silicon Valley Bank (the "Company") on January 1, 1985. Effective March 1, 1995, the Silicon Valley Bancshares Employee Stock Ownership Plan (the "ESOP"), established January 1, 1989, was merged into the Silicon Valley Bank 401(k) Plan. The merged Plan was restated and renamed the Silicon Valley Bank 401(k) and Employee Stock Ownership Plan. The Plan is intended to constitute a qualified profit sharing plan, as described in Section 401(a) of the Internal Revenue Code ("IRC"), which includes a qualified cash or deferred arrangement as described in section 401(k) of the IRC, and which also includes an employee stock ownership plan as described in section 4975(e)(7) of the IRC. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). (b) Administration of Plan --- ---------------------- Silicon Valley Bank is the Plan sponsor and administrator. Management and administration of the Plan is the responsibility of a committee appointed by the Company. Effective March 1, 1995, the Company contracted with Wells Fargo Bank, N.A., ("Wells Fargo") to act as trustee and custodian of the Plan. Prior to March 1, 1995, the custodian was Massachusetts Mutual Life Insurance Company ("Mass Mutual"). (c) Eligibility --- ----------- All Plan participants before the merger of the Plan continued their eligibility to participate. Other eligible employees became Plan participants on March 1, 1995 or thereafter, will become Plan participants on the first day of the calendar quarter after the date the participant attains age 18, and completes one hour of service. (d) Contributions --- ------------- Participants are allowed to contribute up to 15% of their pretax compensation, as defined in the Plan, up to the amount allowable under the current federal income tax regulations ($9,240 for 1994 and 1995). Upon approval by the committee, participants may also roll over amounts representing distributions from other qualified plans. The Company is allowed to make matching contributions as defined by the Plan. The Company may match up to 100% of each participant's contributions up to a maximum of $1,000 per year. 8 SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN (Formerly Silicon Valley Bank 401(k) Plan) Notes to Financial Statements Continued Discretionary ESOP contributions made by the Company are allocated amongst the Plan participants based upon each eligible participant's cash compensation excluding incentive pay but including IRC Section 401(k) and Section 125 deferrals (collectively "Pay"). ESOP contributions, which are based on Company performance, may range between 0% and 10% of Pay. In 1995, a 10% contribution was made for all participants actively employed on December 31, 1995. In March, 1996, the Plan administrative committee adopted a Money Purchase Pension Plan ("MPP Plan"), effective January 1, 1995, for the guaranteed 5% quarterly contributions formerly made to the ESOP. The net assets for the new MPP Plan in the amount of $1,057,569 as of December 31, 1995 were held in the same trust as the Plan until a new trust for the MPP Plan was established in May, 1996. The Plan was amended to delete the guaranteed 5% quarterly contribution retroactive to January 1, 1995, as it is now included in the MPP Plan. (e) Participant Accounts --- -------------------- Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions, (b) forfeitures from terminated participants' nonvested accounts, and (c) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account balance. (f) Vesting --- ------- Participants are immediately vested in their contributions plus actual earnings thereon. Prior to March 1, 1995, vesting was based on a three year schedule for the 401(k) Plan and a five year schedule for the ESOP. When the plans merged, a "Prior Match" account was created for existing match balances as of March 1, 1995. These balances became fully vested on March 1, 1995. Vesting in the Company's match and ESOP contributions, plus actual earnings thereon, subsequent to March 1, 1995 is based on years of service, as defined in the Plan, in accordance with the following schedule: Years of Vesting Vested Service Percentage ------- ---------- Less than 1 0% 1 but less than 2 20% 2 but less than 3 40% 3 but less than 4 60% 4 but less than 5 80% 5 or more 100% In addition, a participant's account becomes fully vested upon attaining normal retirement date while employed, upon termination due to a reduction in force, or upon death or disability. Forfeitures from nonvested accounts are used first to restore previously forfeited amounts of rehired participants' accounts and are then allocated to remaining participants in accordance with the Plan. 9 SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN (Formerly Silicon Valley Bank 401(k) Plan) Notes to Financial Statements Continued (g) Investment Funds --- ---------------- Beginning March 1, 1995, participants may direct the investment of their Plan assets in any of nine investment options, except for the ESOP contributions which are directed by the Plan administrator. Investment options, with the exception of the AIM Constellation Fund, are managed by Wells Fargo MasterWorks, and provide varying degrees of risk and return. The fund choices are: U.S. Treasury Allocation Fund; AIM Constellation Fund; S&P 500 Stock Fund; Five LifePath Series Funds; and, the Silicon Valley Bancshares Common Stock Fund. Participants may elect to invest in any of the funds in increments of 1% of their total contribution amounts, except that contributions allocated to the Silicon Valley Bancshares Common Stock Fund are limited to 25% of the amount available to direct. Earnings or losses on these investments are applied to participants' accounts as of the end of each day. The ESOP assets are currently invested in the Silicon Valley Bancshares Common Stock Fund. Amounts invested in the Silicon Valley Bancshares Common Stock Fund which are participant directed amounted to $312,459 at December 31, 1995. Prior to March 1, 1995, investments of the former 401(k) Plan were held by Mass Mutual and invested in mutual funds or guaranteed deposits with Mass Mutual based solely upon instructions received from participants. Plan assets were valued at contract or fair value as of the last day of the Plan year, as measured per the terms of the contract or by quoted market prices. In May 1995, the Mass Mutual Guaranteed Investment Contract was liquidated and the Company paid the market value adjustment of approximately $52,000 and deposited all funds into the merged Plan. (h) Participant Loans --- ----------------- Effective March 1, 1995, participants may borrow from the total of their Plan contributions, including their rollover contributions, plus earnings thereon, an amount equal to a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their total vested account balance. Loan transactions are treated as a transfer from (to) the investment funds to (from) the Loan Fund. Loan terms may be up to five years for personal loans or up to 10 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at the trustee's prime rate, plus 1%. Principal and interest are paid ratably through semi-monthly payroll deductions. (i) Payment of Benefits --- ------------------- On termination of employment or termination of service due to death, disability or retirement, a participant may elect to receive either a lump sum amount equal to the value of the participant's vested interest in his or her account, distributions in annual installments or in the form of an annuity, or may leave their assets in the Plan until the participant elects a form of distribution. If the account balance is $3,500 or less, distribution payment options are limited to a single lump sum. 10 SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN (Formerly Silicon Valley Bank 401(k) Plan) Notes to Financial Statements Continued (2) SUMMARY OF ACCOUNTING POLICIES Basis of Presentation --------------------- The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. The preparation of the financial statements in conformity with generally accepted accounting principles requires Plan management to make certain estimates and assumptions that affect the financial statements. Actual results could differ from those estimates. Administrative Expenses ----------------------- Plan administrative expenses may be paid by the Company and any such expenses not paid by Company shall be paid by the Plan. Substantially all of the Plan's expenses were paid by the Company for 1995. Investment Valuation and Income Recognition ------------------------------------------- The Plan's investments are stated at fair value except for its guaranteed investment contract which is valued at contract value. Mutual funds, shares of collective investment funds, pooled separate accounts and money market funds are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Silicon Valley Bancshares Common Stock Fund is valued at its quoted market price. Participant loans are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Payments of Benefits -------------------- Benefits are recorded when paid. (3) RELATED PARTY TRANSACTIONS Silicon Valley Bank is the administrator as defined by the Plan and, therefore, all Silicon Valley Bancshares Common stock transactions qualify as exempt party-in-interest transactions. Certain Plan investments are shares of investment funds managed by Wells Fargo and Mass Mutual. Wells Fargo is the current trustee and custodian and Mass Mutual was the former custodian as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. (4) PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right to terminate the Plan or discontinue contributions, in accordance with the Plan document and under the provisions of ERISA, at any time and for any reason. In the event of Plan termination, participants will become fully vested in their Company match and ESOP accounts. 11 SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN (Formerly Silicon Valley Bank 401(k) Plan) Notes to Financial Statements Continued (5) TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated June 21, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. As noted herein, the Plan has been amended since receiving the determination letter. However, the Plan administrator, based upon the advice of legal counsel, believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Accordingly, no provision for income taxes is reflected in the accompanying financial statements. The Plan has made application for a favorable determination letter indicating that the amended Plan and related trust are designed in accordance with applicable sections of the IRC. Certain participants' contributions in 1995 exceeded the annual addition limits imposed by the IRC. These excess contributions have been returned to the participants as taxable wages in 1996. (6) SALE OF WELLS FARGO MASTERWORKS Effective January 1, 1996, Barclays Bank PLC and certain of its affiliates ("Barclays") acquired the 401(k) MasterWorks division of Wells Fargo, the assets and liabilities of which were transferred to Wells Fargo Institutional Trust Company, N.A. ("WFITC"). In addition, Barclays acquired WFITC. The name WFITC was changed to BZW Barclays Global Investors, N.A. effective January 1, 1996, on account of the change in ownership. These financial statements will refer to the 401(k) MasterWorks Division of Wells Fargo, WFITC, and their respective collective trust funds by the names used prior to the Barclays acquisition since the financial statements cover January 1, 1994 through December 31, 1995. The Company expects that BZW Barclays Global Investors, N.A. MasterWorks Division will continue as the Plan's trustee and custodian and continue to provide recordkeeping and investment management services for the Plan. 12 SCHEDULE 1 ---------- SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN (FORMERLY SILICON VALLEY BANK 401(k) PLAN) Item 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1995
Description Number of Issuer of investments units held Cost Value ------ -------------- ---------- ---- ----- Collective investment funds: Wells Fargo Bank* S&P 500 Stock Fund 61,783 $ 1,252,376 $ 1,394,450 Wells Fargo Bank* U.S. Treasury Allocation 65,503 953,187 990,057 Wells Fargo Bank* Lifepath 2000 11,148 120,984 126,976 Wells Fargo Bank* Lifepath 2010 20,936 233,585 249,977 Wells Fargo Bank* Lifepath 2020 29,051 330,900 358,495 Wells Fargo Bank* Lifepath 2030 16,869 196,054 212,889 Wells Fargo Bank* Lifepath 2040 14,767 173,525 190,934 ----------- ----------- 3,260,611 3,523,778 AIM Equity Funds Inc. Mutual Funds: AIM Constellation 66,094 1,463,704 1,487,766 Silicon Valley Bancshares* Silicon Valley Bancshares Common Stock Fund 581,453 5,978,296 9,736,623 Wells Fargo Bank* Money Market Fund 267,353 267,353 Participants Participant Loans (interest rates ranging from 9.75% to 10%) 39 284,933 284,933 ----------- ----------- $11,254,897 $15,300,453 =========== ===========
*Party-in-interest transaction (not a prohibited transaction) 13 SCHEDULE 2 ---------- SILICON VALLEY BANK 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN (FORMERLY SILICON VALLEY BANK 401(k) PLAN) Item 27(d) - Schedule of Reportable Transactions Year ended December 31, 1995
Purchases Sales ------------------- ------------------------------------------------- Number of Number of Related Issuer Series of transactions transactions Amount transactions Amount Cost Gain/(Loss) ------ ---------------------- ------------ ------ ------------ ------ ---- ----------- Mass Mutual* Guaranteed Investment Contract 17 $ 172,303 12 $2,244,145 $2,296,474 $(52,329) Mass Mutual* Equity Fund 12 83,932 15 1,057,952 1,057,952 -- Mass Mutual* Small Company Fund 9 60,307 17 533,270 533,270 -- Mass Mutual* International Fund 9 55,155 14 327,191 327,191 -- AIM Equity Funds Inc. AIM Constellation 52 1,578,409 38 121,569 114,704 6,865 Wells Fargo Bank* S&P 500 Stock 51 1,379,359 37 133,267 126,983 6,284 Wells Fargo Bank* U.S. Treasury Allocation 32 1,397,361 47 452,103 444,175 7,928 Wells Fargo Bank* Lifepath 2000 23 127,134 10 6,296 6,150 146 Wells Fargo Bank* Lifepath 2010 24 250,744 6 17,533 17,159 374 Wells Fargo Bank* Lifepath 2020 32 349,021 11 18,835 18,122 713 Wells Fargo Bank* Lifepath 2030 24 208,413 14 12,935 12,365 570 Wells Fargo Bank* Lifepath 2040 34 191,162 15 18,565 17,637 928 Silicon Valley Silicon Valley Bancshares Bancshares* Common Stock 29 7,728,813 26 2,234,156 1,750,517 483,639
*Party-in-interest transaction (not a prohibited transaction) 14 EXHIBITS 23.1 Consent of Independent Auditors 15 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, - -------- the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. SILICON VALLEY BANCSHARES Date: November 19, 1996 /s/ Jeannine Boettcher ---------------------- Jeannine Boettcher Vice President and Plan Administrator 16 Silicon Valley Bank The Administrative Committee: We consent to the incorporation by reference in the registration statement No. 33-60467 on Form S-8 of Silicon Valley Bancshares of our report dated October 11, 1996 related to the statements of net assets available for plan benefits of the Silicon Valley Bank 401(k) and Employee Stock Ownership Plan as of December 31, 1995 and 1994, the related statement of changes in net assets available for plan benefits for the year ended December 31, 1995 and the related supplemental schedules, which report appears in the December 31, 1995 annual report on Form 11-K of Silicon Valley Bank 401(k) and Employee Stock Ownership Plan. /s/ KPMG Peat Marwick LLP ------------------------- San Francisco, California November 15, 1996 17 -----END PRIVACY-ENHANCED MESSAGE-----