-----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, Rjpe6zc4NeEmEIzBhmiTtVObZ+4o5I6e+0r521whUpaaAdDqEhhHo5Z9OV1sHCSv Q1wKdLVNTy8UBHkq4UY6+A== 0000721994-01-500014.txt : 20010702 0000721994-01-500014.hdr.sgml : 20010702 ACCESSION NUMBER: 0000721994-01-500014 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAKELAND FINANCIAL CORP CENTRAL INDEX KEY: 0000721994 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351559596 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-11487 FILM NUMBER: 1671310 BUSINESS ADDRESS: STREET 1: 202 E CENTER ST STREET 2: P O BOX 1387 CITY: WARSAW STATE: IN ZIP: 46581-1387 BUSINESS PHONE: 2192676144 MAIL ADDRESS: STREET 1: 202 E CENTER ST STREET 2: PO BOX 1387 CITY: WARSAW STATE: IN ZIP: 46581 11-K 1 form11k.txt DECEMBER 31, 2000 FROM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission File Number 333-48402 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Lakeland Financial Corporation 401(k) Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Lakeland Financial Corporation 202 East Center Street, P.O. Box 1387 Warsaw, Indiana 46581-1387 REQUIRED INFORMATION Audited statements of net assets available for benefits of the Lakeland Financial Corporation 401(k) Plan as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for the year ended December 31, 2000 are provided as Exhibit 99.1 to this Form 11-K. 2 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. LAKELAND FINANCIAL CORPORATION 401(k) PLAN Date: June 29, 2001 By: Lakeland Financial Corporation, as Trustee to the Plan By:/s/Pat Culp 3 LAKELAND FINANCIAL CORPORATION 401(k) PLAN EXHIBIT INDEX TO ANNUAL REPORT ON FORM 11-K Exhibit No. Description Sequential Page No. - ------------------------------------------------------------------------------ 23.1 Consent of Crowe, Chizek and 5 Company LLP 99.1 Financial Statements 6 4 EX-23 2 ex231.txt CROWE, CHIZEK CONSENT Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the use of our report, dated May 22, 2001, on the financial statements of the Lakeland Financial Corporation 401(k) Plan which is included in this Annual Report on Form 11-K for the year ended December 31, 2000, and incorporated by reference in Lakeland Financial Corporation's Registration Statement on Form S-8. /s/Crowe, Chizek and Company LLP Crowe, Chizek and Company LLP South Bend, Indiana June 28, 2001 EX-99.1CHARTER 3 ex991.txt FINANCIAL STATEMENTS LAKELAND FINANCIAL CORPORATION 401(k) PLAN FINANCIAL STATEMENTS December 31, 2000 and 1999 LAKELAND FINANCIAL CORPORATION 401(k) PLAN Warsaw, Indiana FINANCIAL STATEMENTS December 31, 2000 and 1999 CONTENTS REPORT OF INDEPENDENT AUDITORS .......................................... 1 FINANCIAL STATEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS .................... 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS........... 3 NOTES TO FINANCIAL STATEMENTS ...................................... 4 SUPPLEMENTAL SCHEDULE REPORTED SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)...... 9 REPORT OF INDEPENDENT AUDITORS Lakeland Financial Corporation 401(k) Plan Warsaw, Indiana We have audited the accompanying statements of net assets available for benefits of the Lakeland Financial Corporation 401(k) Plan ("Plan") as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, 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, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000, 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 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 has been subjected to the auditing procedures applied in the audits of the basic 2000 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2000 financial statements taken as a whole. /s/Crowe, Chizek and Company LLP Crowe, Chizek and Company LLP South Bend, Indiana May 22, 2001 1 LAKELAND FINANCIAL CORPORATION 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2000 and 1999 2000 1999 ----------- ----------- ASSETS Investments, at fair value (Note 4) $10,399,437 $11,954,395 Cash - 3,110 Receivables Employer contribution 506,662 66,058 Accrued income 84,098 1,927 ----------- ----------- 590,760 67,985 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $10,990,197 $12,025,490 =========== =========== See accompanying notes to financial statements. 2 LAKELAND FINANCIAL CORPORATION 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2000 Additions to net assets attributed to: Investment income Net depreciation in fair value of investments (Note 4) $ (1,797,422) Interest 29,520 Dividends 605,844 ----------- (1,162,058) Contributions Employer 506,662 Participants 666,036 Rollovers 34,792 ----------- 1,207,490 Total additions 45,432 Deductions from net assets attributed to: Benefits paid directly to participants or their beneficiaries 1,078,245 Administrative expenses 2,480 ----------- Total deductions 1,080,725 Net decrease (1,035,293) Net assets available for benefits Beginning of year 12,025,490 ----------- End of year $10,990,197 =========== See accompanying notes to financial statements. 3 LAKELAND FINANCIAL CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 NOTE 1 - DESCRIPTION OF PLAN The following description of the Lakeland Financial Corporation 401(k) Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General: The Plan is a defined contribution 401(k) profit sharing plan covering substantially all employees of Lakeland Financial Corporation ("LFC" or "Corporation") and its subsidiary, Lake City Bank. An employee becomes eligible to enter the Plan on January 1, April 1, July 1 and October 1 following attainment of age 21 and completion of one thousand hours of service in a continuous twelve-month period. The Plan was adopted December 13, 1983 and has been amended. Effective October 10, 2000 the Plan was amended and restated. The provisions of the amended and restated Plan state that the employer each year may set the matching percentage as well as any discretionary contributions. The amended and restated Plan also does not permit loans to plan participants. Information regarding the changes to the Plan is provided for general information purposes only. Participants should refer to the amended and restated Plan agreement for a more complete description of the Plan's provisions. The Plan provides for retirement, death, disability and termination benefits, and it is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Investment Funds: The Plan consists of eight funds, or investment options, one of which is invested primarily in employer stock. The "Large-Cap Blend", "Large-Cap Growth" and "Mid-Cap Growth" funds are invested primarily in common and preferred stock. The "Government Bond Fund" is invested primarily in fixed income obligations of United States Government agencies. The "Money Market Fund" is invested primarily in short-term fixed income investments having maturities of one year or less. The "Balanced Fund" is invested primarily in a balanced portfolio, and the "International Fund" is invested primarily in foreign common stocks. A participant's salary redirection is invested in any of the funds offered at the participant's discretion. Employer matching contributions are initially invested in employer stock. Participants may redirect the matching contributions at their discretion. Participant Accounts: Each participant's account is credited with the participant's contribution and an allocation of (a) the Corporation's contributions, (b) Plan earnings and (c) forfeitures of non-vested balances of accounts of participants who have left the plan. 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 account. (Continued) 4 LAKELAND FINANCIAL CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 NOTE 1 - DESCRIPTION OF PLAN (Continued) Contributions: The Plan provides that participants may make voluntary pre-tax contributions. Participants may defer from 1% to 12% of their pay. Each year the employer may set a matching percentage, up to 6% of qualifying employee contributions, as well as any discretionary contributions. For 2000, the matching percentage was set at 100% and no discretionary contributions were made. Retirement, Death and Disability: A participant is entitled to 100% of his or her account balance upon retirement, death or disability. Vesting: Participants are 100% vested in salary deferral contributions. Employer contributions, prior to January 1, 1989, were 100% vested as of or before the second valuation date immediately preceding the relevant valuation date. Effective January 1, 1989 employer contributions vest according to a 7-year graded schedule. Certain participants may elect to be on the prior vesting schedule. Payment of Benefits: On termination of service, a participant may elect to receive either a lump sum or a direct rollover equal to the value of his or her vested interest in the account. For distributions of LFC common stock, distributions are made in stock or cash at the participant's option, with the exception of fractional shares which are paid out in cash. Distributions out of the other funds are made in cash. Loan Provisions: Prior to the restatement of the Plan effective October 10, 2000, participants were able to borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50 percent of their account balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at rates equal to the prime interest rate stated in the Wall Street Journal plus 1% at the date the participant applied for the loan. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The policies and principles which significantly affect the determination of net assets and results of operations are summarized below. Accounting Method: The accounting practices and principles followed by the Plan and the methods of applying those principles conform to generally accepted accounting principles. Valuation of Investments: Investments are stated at fair value as determined by quoted market prices, if available. (Continued) 5 LAKELAND FINANCIAL CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Net Appreciation (Depreciation) in Fair Value of Investments: In accordance with the policy of stating investments at fair value, net unrealized appreciation (depreciation) for the year along with gains and losses on sales of investments are reflected in the statement of changes in net assets available for benefits as net appreciation (depreciation) in fair value of investments. Unrealized appreciation (depreciation) for investments held as of the end of the current fiscal year is the difference between the current value of those investments and the value of those investments as of the end of the prior fiscal year or the purchase date for investments purchased during the year. The gain or loss on securities sold is the difference between the proceeds received and the fair value of the security at the end of the prior fiscal year or the purchase date for securities purchased during the year. Administrative Expenses: Trustee expenses have been waived by Lake City Bank. Estimates: The preparation of financial statements in conformity with 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. It is at least reasonably possible that a significant change may occur in the near term for the estimates of investment valuation. Concentration of Credit Risk: At December 31, 2000 and 1999, the majority of the Plan's assets were invested in LFC common stock. Additionally, temporary investments are made in money market funds and mutual funds. NOTE 3 - 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 and its related regulations. In the event of termination, participants will become 100% vested in their accounts. (Continued) 6 LAKELAND FINANCIAL CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 NOTE 4 - INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets. December 31, 2000 1999 ----------- ----------- Federated stock trust, -0- and 22,068 units, respectively $ - $ 796,208 Janus Worldwide fund, -0- and 8,968 units, respectively - 685,439 LFC common stock, 646,911 and 646,440 shares, respectively 8,086,388 9,656,521 Enterprise Growth Fund, 27,497 and -0- units, respectively 564,237 - The following table presents the net depreciation (including investments bought, sold and held during the year) in fair value for each of the Plan's investment categories for the year ended December 31, 2000. Mutual funds $ (232,059) LFC common stock (1,565,363) ----------- $(1,797,422) =========== All of the Plan's investments are uninsured. NOTE 5 - 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. During 2000, the Plan purchased 49,661 shares of Lakeland Financial Corporation common stock at a cost ranging from $11.13 to $15.25 per share. In 2000, the Plan sold 14,850 shares of Lakeland Financial Corporation common stock (at a sales price ranging from $11.00 to $15.13 per share) and distributed 34,340 shares of common stock to employees due to termination or retirement. (Continued) 7 LAKELAND FINANCIAL CORPORATION 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS (Continued) At December 31, 2000 and 1999, the Plan held the following party-in-interest investments (at estimated fair value): 2000: Lakeland Financial Corporation common stock - 646,911 shares $ 8,086,388 =========== 1999: Lakeland Financial Corporation common stock - 646,440 shares $ 9,656,521 =========== NOTE 6 - TAX STATUS The Internal Revenue Service has determined and informed the Corporation by letter dated October 20, 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 believes the Plan is currently designed and is operated in compliance with the applicable requirements of the Internal Revenue Code. NOTE 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 approximately $2,704,000 and $2,123,000 at December 31, 2000 and 1999. 8 SUPPLEMENTAL INFORMATION LAKELAND FINANCIAL CORPORATION 401(k) PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2000 Name of Plan Sponsor: Lakeland Financial Corporation Employer Identification Number: 35-1559596 Three-digit Plan Number: 004
(c) Description of Investment (b) Including Maturity Date, (e) Identity of Issue, Borrower, Rate of Interest, Collateral, (d) (1) Current (a) Lessor, or Similar Party Par or Maturity Value Cost Value --- ------------------------------------ ----------------------------- ------- ----------- Money market account 140,281 units $ 140,281 Mutual funds Franklin U.S. government 12,886 units 120,616 Federated international equity 12,467 units 264,041 AIM constellation fund 12,915 units 373,644 Enterprise growth fund 27,497 units 564,237 American AMCAP fund 25,313 units 450,064 Lake City balanced fund 60,152 units 395,356 ----------- 2,167,958 * Lakeland Financial Corporation common stock 646,911 shares 8,086,388 Loans to participants Interest rate 9.5% 4,810 ----------- $10,399,437 =========== * Denotes party-in-interest (1) Cost is not presented as all investments are participant directed investments.
9 -----END PRIVACY-ENHANCED MESSAGE-----