-----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, KHriM/3lPMIEvE7bsL8k7VFFgBE05QqdAJiVPcS9Y5xUdd4JPHA0DowzvTwTsZl2 nytMsb0pAsXs2r6BIEObWg== /in/edgar/work/20000628/0000723646-00-000010/0000723646-00-000010.txt : 20000920 0000723646-00-000010.hdr.sgml : 20000920 ACCESSION NUMBER: 0000723646-00-000010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000628 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN FINANCIAL SERVICES CORP /PA/ CENTRAL INDEX KEY: 0000723646 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 251440803 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-12126 FILM NUMBER: 662664 BUSINESS ADDRESS: STREET 1: 20 S MAIN ST STREET 2: P O BOX T CITY: CHAMBERSBURG STATE: PA ZIP: 17201-0819 BUSINESS PHONE: 7172646116 MAIL ADDRESS: STREET 1: P O BOX T CITY: CHAMBERSBURG STATE: PA ZIP: 17201 11-K 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K X ANNUAL REPORT PURUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 1999 TRANSITION REPORT PURSUANT TO 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ________ to_______. Commission file number 0-12126 Farmers and Merchants Trust Company Profit-Sharing Plan (Full title of the plan) Franklin Financial Services Corporation 20 South Main Street P.O. Box 6010 Chambersburg, PA 17201-0819 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office.) Registrant's telephone number, including area code (717) 264-6116 Notices and communications from the Securities and Exchange Commission relating to this report should be forwarded to: Franklin Financial Services Corporation 20 South Main Street P.O. Box 6010 Chambersburg, PA 17201-0819 Attention: Elaine G. Meyers Item 1. Financial Statements and Exhibits a. Financial Statements 1. Statements of Net Assets Available for Plan Benefits as of December 31, 1999 and 1998. 2. Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1999. b. Exhibits 1. Consent of Beard & Company, Inc. 2. Consent of Arthur Andersen LLP Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Farmers and Merchants Trust Company Profit Sharing Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. FARMERS AND MERCHANTS TRUST COMPANY PROFIT SHARING PLAN Date: June 28, 2000 By /s/ Elaine G.Meyers ------------------------- Elaine G. Meyers Chief Financial Officer FARMERS AND MERCHANTS TRUST COMPANY PROFIT-SHARING PLAN FINANCIAL REPORT DECEMBER 31, 1999 C O N T E N T S Page INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS AND SCHEDULES 1 and 2 FINANCIAL STATEMENTS Statements of net assets available for plan benefits 3-6 Statements of changes in net assets available for plan benefits 7-10 Notes to financial statements 11-16 SCHEDULES Schedule of assets held for investment purposes 17-22 Schedule of reportable transactions 23 INDEPENDENT AUDITOR'S REPORT To the Plan Administrator Farmers and Merchants Trust Company Profit-Sharing Plan Chambersburg, Pennsylvania We have audited the accompanying statement of net assets available for plan benefits of the Farmers and Merchants Trust Company Profit-Sharing Plan (the "Plan") as of December 31, 1999, and related statement of changes in net assets available for plan benefits for the year then ended. These financial statements and schedules referred to below are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements and schedules based on our audit. The financial statements of the Farmers and Merchants Trust Company Profit-Sharing Plan for the year ended December 31, 1998 were audited by other auditors whose report, dated April 19, 1999, expressed an unqualified opinion on those statements. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan's administrator, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 1999 financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of December 31, 1999, and the changes in net assets available for plan benefits for the year then ended, in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions 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 statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit 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. Harrisburg, Pennsylvania May 24, 2000
Farmers and Merchants Trust Company Profit-Sharing Plan Statements of Net Assets Available for Plan Benefits December 31, 1999 Non Participant Participant Directed Directed ----------------------------------------------------- ------ Equities and Fixed Equities Money Aggressive FFSC Stock Fixed Income Income Mutual Market Global and Fixed Fund Fund Fund Fund Fund Income Fund Total ------ ------ ------ ------ ------ ------ ------ ASSETS Investments, at market value: Franklin Financial Services Corporation common stock (FFSC) $0 $0 $0 $0 $0 $385,102 $385,102 Corporate debt and equity securities 2,127,095 29,325 0 0 0 90,197 2,246,617 Mutual funds 189,987 0 2,192,353 0 568,707 0 2,951,047 Dreyfus Treasury Prime Cash Management Fund 68,612 12,554 8,767 79,664 0 9,201 178,798 SEI- Institutional Cash 0 0 0 0 5,508 0 5,508 Government securities 555,632 81,590 0 0 0 173,804 811,026 Certificates of deposit 20,000 4,000 0 0 0 0 24,000 ------ ------ ------ ------ ------ ------ ------ Total Investments 2,961,326 127,469 2,201,120 79,664 574,215 658,304 6,602,098 Employer's contribuiton receivable 13,066 203 11,251 98 4,062 5,155 33,835 Employee's contribuiton receivable 4,957 82 4,955 7 1,591 2,040 13,632 Income receivable 16,379 1,415 155 339 51 7,966 26,305 ------ ------ ------ ------ ------ ------ ------ NET ASSEST AVAILABLE FOR PLAN BENEFITS $2,995,728 $129,169 $2,217,481 $80,108 $579,919 $673,465 $6,675,870 ====== ====== ====== ====== ====== ====== ====== See Notes to Financial Statements
Farmers and Merchants Trust Company Profit-Sharing Plan Statements of Net Assets Available for Plan Benefits December 31, 1998 Non Participant Participant Directed Directed ---------------------------------------------------- ------ Equities and Fixed Equities Money Aggressive FFSC Stock Fixed Income Income Mutual Market Global and Fixed Fund Fund Fund Fund Fund Income Fund Total ------ ------ ------ ------ ------ ------ ------ ASSETS Investments, at market value: Franklin Financial Services Corporation common stock (FFSC) $0 $0 $0 $0 $0 $501,840 $501,840 Corporate debt and equity securities 1,587,587 0 0 0 0 28,611 1,616,198 Mutual funds 143,463 0 2,235,387 0 337,233 0 2,716,083 Dreyfus Treasury Prime Cash Management Fund 107,950 13,770 16,452 87,939 0 33,629 259,740 SEI- Institutional Cash 0 0 0 0 10,351 0 10,351 Government securities 545,697 42,144 0 0 0 223,292 811,133 Certificates of deposit 44,599 4,000 0 0 0 5,000 53,599 ------ ------ ------ ------ ------ ------ ------ Total Investments 2,429,296 59,914 2,251,839 87,939 347,584 792,372 5,968,944 Employer's contribuiton receivable 32,375 433 37,448 530 9,542 19,982 100,310 Employee's contribuiton receivable 3,122 41 5,244 134 1,606 2,274 12,421 Income receivable 12,647 690 6 340 27 6,594 20,304 ------ ------ ------ ------ ------ ------ ------ NET ASSEST AVAILABLE FOR PLAN BENEFITS $2,477,440 $61,078 $2,294,537 $88,943 $358,759 $821,222 $6,101,979 ====== ====== ====== ====== ====== ====== ====== See Notes to Financial Statements
Farmers and Merchants Trust Company Profit-Sharing Plan Statements of Changes in Net Assets Available for Plan Benefits December 31, 1999 Non Participant Participant Directed Directed ---------------------------------------------------- ------ Equities and Fixed Equities Money Aggressive FFSC Stock Fixed Income Income Mutual Market Global and Fixed Fund Fund Fund Fund Fund Income Fund Total ------ ------ ------ ------ ------ ------ ------ Additions to net assets: Net realized and unrealized appreciation (depreciation) in value of investments$398,622 ($3,471) ($382,829) $0 $79,811 ($179,068) ($86,935) Interest and dividends income 78,129 6,659 246,879 4,040 20,768 37,344 393,819 Contribution from employer 77,058 1,246 73,831 379 23,228 34,620 210,362 Contribution from employee 143,084 2,135 146,342 761 54,660 55,977 402,959 Rollover contribution 0 1,423 0 1,422 0 0 2,845 ------ ------ ------ ------ ------ ------ ------ Total Additions 696,893 7,992 84,223 6,602 178,467 (51,127) 923,050 Deductions from net assets Benefit payments (113,922) (12,788) (151,469) 0 (8,208) (39,192) (325,579) Administrative expenses (9,509) (290) (8,754) (343) (1,491) (3,193) (23,580) ------ ------ ------ ------ ------ ------ ------ Total Deductions (123,431) (13,078) (160,223) (343) (9,699) (42,385) (349,159) ------ ------ ------ ------ ------ ------ ------ Net interfund transfers (55,174) 73,177 (1,056) (15,094) 52,392 (54,245) 0 ------ ------ ------ ------ ------ ------ ------ Net increase (decrease) 518,288 68,091 (77,056) (8,835) 221,160 (147,757) 573,891 Net assets available for plan benefits: Beginning of year 2,477,440 61,078 2,294,537 88,943 358,759 821,222 6,101,979 ------ ------ ------ ------ ------ ------ ------ End of year $2,995,728 $129,169 $2,217,481 $80,108 $579,919 $673,465 $6,675,870 ====== ====== ====== ====== ====== ====== ====== See Notes to Financial Statements
Farmers and Merchants Trust Company Profit-Sharing Plan Statements of Changes in Net Assets Available for Plan Benefits December 31, 1998 Non Participant Participant Directed Directed ---------------------------------------------------- ------ Equities and Fixed Equities Money Aggressive FFSC Stock Fixed Income Income Mutual Market Global and Fixed Fund Fund Fund Fund Fund Income Fund Total ------ ------ ------ ------ ------ ------ ------ Additions to net assets: Net realized and unrealized appreciation (depreciation) in value of investments $440,378 $1,170 $87,739 $0 $47,011 ($62,212) $514,086 Interest and dividends income 56,502 4,896 222,989 2,712 12,127 38,507 337,733 Contribution from employer 77,525 690 97,731 924 25,344 64,780 266,994 Contribution from employee 103,413 2,738 159,238 1,480 42,485 58,617 367,971 Rollover contribution 37,873 0 0 0 0 85,065 122,938 ------ ------ ------ ------ ------ ------ ------ Total Additions 715,691 9,494 567,697 5,116 126,967 184,757 1,609,722 Deductions from net assets Benefit payments (102,542) (6,948) (80,659) (307) (3,831) (30,394) (224,681) Administrative expenses (7,493) (382) (7,352) (144) (1,080) (3,066) (19,517) ------ ------ ------ ------ ------ ------ ------ Total Deductions (110,035) (7,330) (88,011) (451) (4,911) (33,460) (244,198) ------ ------ ------ ------ ------ ------ ------ Net interfund transfers 135,221 (54,706) (44,528) 52,550 (52,119) (36,418) 0 ------ ------ ------ ------ ------ ------ ------ Net increase (decrease) 740,877 (52,542) 435,158 57,215 69,937 114,879 1,365,524 Net assets available for plan benefits: Beginning of year 1,736,563 113,620 1,859,379 31,728 288,822 706,343 4,736,455 ------ ------ ------ ------ ------ ------ ------ End of year $2,477,440 $61,078 $2,294,537 $88,943 $358,759 $821,222 $6,101,979 ====== ====== ====== ====== ====== ====== ====== See Notes to Financial Statements
FARMERS AND MERCHANTS TRUST COMPANY PROFIT-SHARING PLAN NOTES TO FINANCIAL STATEMENTS Note 1 DESCRIPTION OF PLAN The following description of the Farmers and Merchants Trust Company Profit-Sharing Plan (the "Plan") provides only general information. Participants should refer to the Plan document for more complete information. General: The Plan is a defined contribution plan established by Farmers and Merchants Trust Company (the "Company") under the provisions of Section 401(a) of the Internal Revenue Code ("Code"), which includes a qualified deferred arrangement as described in Section 401(k) of the Code for the benefit of eligible employees of the Company. All employees who have completed one year of service, as defined, are eligible to participate. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. Contributions: As of July 1, 1998, eligible employees can contribute an amount up to 19% of compensation as defined by the Plan, limited by requirements of the IRC. Prior to July 1, 1998, eligible employees could contribute 15% of compensation. The Company, at its discretion, may match a percentage of each Plan participant's deferrals up to a maximum of 5% of compensation. The percentage of such discretionary matching contributions are determined annually by the Company. In 1999 and 1998, the Company matched 100% of Plan participants' first 3% deferral and 50% of the next 2% deferral. In addition, the Company may elect to contribute an additional percentage of Plan participants' compensation. In 1999 and 1998, the Company made a 2% discretionary contribution. The Plan may refund any excess deferrals in order to bring the plan in compliance with code limitations. Vesting: A participant is immediately vested in his or her entire account balance, including Company contributions. Payment of benefits: Upon retirement, death, disability or termination, a participant may elect to receive distributions in the form of an annuity or lump-sum amount, as defined. Benefits due to terminated participants, which are included in net assets for plan benefits in the accompanying statements, totaled $ -0- at December 31, 1999 and 1998, respectively. Participant accounts: Individual accounts are maintained for each of the Plan's participants to reflect the participant's share of the Plan's income, the Company's contribution and the participant's contribution. Allocations are based on participant account balances, as defined. Investment options: All funds are participant directed except for the FFSC Stock and Fixed Income Fund. As of July 1998, election changes could be made quarterly. Prior to July 1998, participants could change elections semi-annually. The Company administers the Plan and makes decisions related to its investments. The investment options available under the Plan are: Equities and fixed income fund: This fund invests primarily in cash equivalents and money markets, government agency notes and bonds, common stocks and domestic equity mutual funds. FFSC stock and fixed income fund: This fund invests primarily in government agency notes and bonds and in employer common stock. Fixed income fund: This fund invests primarily in cash equivalents, money markets and government agency notes and bonds. Equities mutual fund: This fund invests primarily in cash equivalents, money markets and domestic equity mutual funds. Money market fund: This fund invests solely in the Dreyfus Treasury Prime Cash Management Fund. Aggressive global fund: This fund invests primarily in diversified global equity mutual funds. Participant loans: Under the terms of the Plan, participants may request loans not to exceed the lesser of $ 50,000 or 50% of their vested account balance for payment of post-secondary education for the participant, spouse, children or dependents, or the purchase of a principal residence for the participant. Loans will have a market rate of interest, as defined. Education loans and principal residence loans must be repaid over a period of not longer than five years and in installments not less frequently than quarterly. Additionally, no loan may be less than $ 1,000 and no more than one loan may be issued to a participant during the year. As of December 31, 1999 and 1998, there were no outstanding loans. Note 2 SIGNIFICANT ACCOUNTING POLICIES Basis of accounting: The accompanying financial statements are prepared on the accrual basis of accounting. Income recognition: Interest income is recorded as earned on the accrual basis. Dividend income is recorded when declared. Investment valuation: Investments of the Plan are stated at fair market value. All securities are traded in public markets and are valued at their quoted market prices. Purchases and sales of securities are reflected on a trade-date basis. Realized gains and losses are based on securities sold. 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 available for plan benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for plan benefits during the reporting period. Actual results could differ from those estimates. Administrative expenses: All expenses are paid out of the Plan's assets. Note 3 INVESTMENTS The Trust Department of the Company, trustee of the Plan, maintains all of the Plan's investments and executes transactions therein. The fair market values of individual assets that represent 5% or more of the Plan's net assets as of December 31, 1999 and 1998 are as follows: 1999 1998 ---- ---- Franklin Financial Services Corporation $ 385,102 $ 501,840 Common Stock Vanguard Windsor II Mutual Fund 2,192,353 2,235,387 Note 4 INCOME TAX STATUS Although the Plan has received a favorable determination letter dated January 20, 1993, from the Internal Revenue Service, it has not been updated for the latest plan amendments. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt through the year ended December 31, 1999. Note 5 PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Note 6 RELATED PARTY TRANSACTIONS During the years ended December 31, 1999 and 1998, the Plan engaged in transactions with the Company's parent, Franklin Financial Services Corporation. During 1999 and 1998, the transactions included the purchase of the parent's stock in the amount of $ 50,063 and $ 123,963, respectively. Also, the Plan held investments in Farmers and Merchants Trust Company (F&M) certificates of deposits totaling $ 24,000 and $ 34,599 as of December 31, 1999 and 1998, respectively. Note 7 RECONCILIATION OF FINANCIAL STATEMENTS TO 5500 FOR 1999 Investments: Corporate debt and equity securities $2,246,617 ======== Form 5500, Schedule H, Part I: Item c(3)(B) $319,191 Item c(4)(B) 1,927,426 $2,246,617 ======== Realized/unrealized gain and interest/dividend income: Net realized and unrealized appreciation in value of investments (86,935) Interest and dividend income 393,819 ------- $306,884 ======== Form 5500, Schedule H, Part II: Item b(1)(G) $73,557 Item b(2)(C) 48,072 Item b(4)(C) 58,324 Item b(5)(c) 149,082 Item b(10) (22,151) ------- $306,884 ======== Cash and short-term investments: Dreyfus Treasury Prime Cash Management Fund $178,798 SEI - Institutional Cash 5,508 Certificates of deposit 24,000 --------- $208,306 ======== Form 5500, Schedule H, Part I, Item c(1) $208,306 ========
Note 8 RECONCILIATION OF FINANCIAL STATEMENTS TO 5500 FOR 1998 Investments: Corporate debt and equity securities $1,616,198 ====== Form 5500: Item 31c(4)(B) $76,958 Item 31c(5)(B) 1,539,240 -------- $1,616,198 ====== Realized/unrealized gain and interest/dividend income: Net realized and unrealized appreciation in value of investments $514,086 Interest and dividend income 337,733 $851,819 ====== Form 5500: Item 32b(1)(H) $87,380 Item 32b(2)(C) 13,626 Item 32b(4)(C) (4,788) Item 32b(5) 383,164 Item 32b(10) 372,437 -------- $851,819 ====== Cash and short-term investments: Dreyfus Treasury Prime Cash Management F $259,740 SEI - Institutional Cash 10,351 -------- $270,091 ====== Form 5500, Item 31c(1) $270,091 ======
FARMERS AND MERCHANTS TRUST COMPANY PROFIT-SHARING PLAN SCHEDULE H, PART IV, LINE 4 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES EIN: 23-0570230 PN: 002 December 31, 1999 Shares/ Cost Fair Value Description Par Value -------- -------- -------- -------- Equities and Fixed Income Fund, Dreyfus Treasury Prime Cash Management Fu $68,612 $68,612 ====== ====== Certificates of deposit, F&M Trust, 5.95%, due 11/05/02 20,000 20,000 Government securities: U.S. Treasury note, 7.750%, due 1/31/00 4,000 3,993 4,009 U.S. Treasury note, 5.500%, due 2/29/00 8,000 7,995 8,002 U.S. Treasury note, 6.000%, due 8/15/00 40,000 40,024 40,037 U.S. Treasury note, 6.125%, due 9/30/00 5,000 4,997 5,005 U.S. Treasury note, 6.375%, due 3/31/01 5,000 4,992 5,011 U.S. Treasury note, 6.625%, due 7/31/01 10,000 10,001 10,066 U.S. Treasury note, 5.875%, due 11/30/01 25,000 24,875 24,844 U.S. Treasury note, 6.250%, due 1/31/02 50,000 50,000 50,000 U.S. Treasury note, 6.500%, due 5/31/02 25,000 24,879 25,125 U.S. Treasury note, 6.250%, due 6/30/02 10,000 9,980 9,994 U.S. Treasury note, 6.000%, due 7/31/02 10,000 9,990 9,941 U.S. Treasury note, 6.250%, due 8/31/02 20,000 19,997 19,987 U.S. Treasury note, 5.500%, due 5/31/03 20,000 19,936 19,462 U.S. Treasury note, 5.375%, due 6/30/03 90,000 89,777 87,244 U.S. Treasury note, 5.750%, due 8/15/03 25,000 24,602 24,476 U.S. Treasury note, 5.250%, due 5/15/04 50,000 49,753 47,891 U.S. Treasury note, 6.500%, due 10/15/06 50,000 49,922 49,859 Federal Home Loan Bank, 5.440%, due 10/15/03 70,000 69,606 66,762 Federal Home Loan Bank, 7.140%, due 6/06/01 5,000 5,223 5,041 Federal Home Loan Bank, 7.400%, due 9/21/06 25,000 25,000 24,664 FNMA, 6.340%, due 6/08/04 10,000 10,000 9,747 Federal Home Loan Mortgage, 6.500%, due 1/15/23 9,188 9,159 8,465 -------- -------- 564,701 555,632 Corporate debt and equity securities: Sears Roebuck, 6.125%, due 1/15/06 $15,000 $15,061 $13,730 Ford Global, 6.250%, due 11/08/00 12,000 12,000 11,959 Nationsbank Corp., 6.500%, due 8/15/03 10,000 10,060 9,816 Philip Morris, 7.625%, due 5/15/02 10,000 9,950 9,959 Bank of America, 6.625%, due 6/15/04 20,000 20,000 19,544 First Chicago NBD BankOne, 7.000%, due 10/16/06 10,000 9,891 9,712 G.E. Corp., 6.500%, due 11/01/06 20,000 20,000 19,144 GMAC, 6.750%, due 6/15/06 25,000 25,000 24,164 JP Morgan & Co., Inc., 5.750%, due 2/25/0 10,000 10,000 9,494 Phillip Morris, 7.000%, due 7/15/05 40,000 40,000 37,912 Wells Fargo & Co., 6.625%, due 7/15/04 35,000 34,913 34,234 America On-line 400 31,105 30,350 Amoco Corp. 554 6,617 32,859 Associates First Cap Corp. 660 25,446 18,109 Automatic Data Processing, Inc. 1,000 23,797 53,875 BankAmerica Corp. New Com 505 15,490 25,345 Bell Atlantic Corp. 1,000 26,236 61,563 Bristol Myers Squibb Co. 1,616 13,286 103,727 Cisco Systems 1,200 14,477 128,550 Compaq Computer Corp. 1,500 11,891 40,594 Delphi Automotive Systems Corp. 174 2,922 2,741 Duke Power 175 11,230 8,772 EMC Corp. 385 27,856 42,061 E.I. Dupont DeNemours & Co. 900 23,924 59,287 Exxon 650 22,568 52,366 General Electric Co. 1,500 28,597 232,125 General Motors Corp. 250 17,693 18,172 H. J. Heinz Co. 500 23,332 19,906 Home Depot, Inc. 300 17,380 20,625 Intel Corp. 1,800 6,660 148,162 Keystone Financial, Inc. 993 16,306 20,915 Lowe's Companies, Inc. 300 10,005 17,925 Lucent Technologies, Inc. 800 4,294 60,000 Marriott Intl Inc. New Common Stock 250 6,453 7,891 MBNA Corp. 900 21,104 24,525 MCI Worldcom, Inc. 350 28,949 28,153 Merck & Co., Inc. 1,200 10,673 80,625 Microsoft Corp. 1,500 14,370 175,125 Morgan Stanley, Dean Witter & Co. 1,000 18,249 142,750 Nokia Corporation 330 28,297 63,051 Oracle Corp. 300 32,355 33,619 Procter and Gamble Co. 320 11,211 35,060 SBC Communications, Inc. 600 7,542 29,250 Schlumberger LTD 200 14,073 11,225 Walt Disney Co. 550 16,135 16,087 Wells Fargo & Co. New Com 695 25,590 28,104 Xerox Corp. 640 26,678 14,520 Unilever N.V. 724 17,564 39,413 -------- -------- 867,320 2,127,095 -------- -------- Mutual funds: Brandywine Fund, Inc. 985 33,063 42,218 Eaton Vance Institutional Floating Rate 3,695 36,879 36,658 SEI International Equity 2,119 30,000 30,318 Vanguard International Growth Portfolio 3,592 48,723 80,793 -------- -------- 148,665 189,987 -------- -------- Total equities and fixed income fund 1,669,298 2,961,326 -------- -------- FFSC Stock and Fixed Income Fund: Dreyfus Treasury Prime Cash Management Fu 9,201 9,201 -------- -------- Government securities: U.S. Treasury note, 6.000%, due 8/15/00 $6,000 $5,991 $6,006 U.S. Treasury note, 5.625%, due 5/15/01 15,000 14,999 14,887 U.S. Treasury note, 6.625%, due 7/31/01 8,000 8,000 8,052 U.S. Treasury note, 6.500%, due 5/31/02 10,000 9,952 10,050 U.S. Treasury note, 6.250%, due 6/30/02 5,000 4,990 4,997 U.S. Treasury note, 6.000%, due 7/31/02 5,000 4,995 4,970 U.S. Treasury note, 6.250%, due 8/31/02 10,000 9,999 9,994 U.S. Treasury note, 5.750%, due 10/30/02 5,000 4,983 4,930 U.S. Treasury note, 5.500%, due 5/31/03 20,000 19,936 19,463 U.S. Treasury note, 5.375%, due 6/30/03 10,000 9,967 9,694 Federal Home Loan Bank, 6.670%, due 4/06/01 5,000 4,825 5,009 Federal Home Loan Bank, 5.710%, due 10/01/03 10,000 10,000 9,600 Federal Home Loan Bank, 5.440%, due 10/15/03 10,000 9,944 9,537 Federal Home Loan Mortgage, 6.000%, due 3/09/04 10,000 9,975 9,628 Federal Home Loan Bank, 5,625%, due 5/10/04 25,000 25,000 23,758 Federal Home Loan Bank, 6.000%, due 2/03/06 10,000 10,000 9,413 Federal Home Loan Bank, 7.400%, due 9/21/06 10,000 10,000 9,866 Federal Home Loan Mortgage, 6.500%, due 1/15/23 4,288 4,274 3,950 -------- -------- 177,830 173,804 -------- -------- FFSC Stock and Fixed Income Fund (Continued): Corporate debt and equity securities: Sears Roebuck, 6.125%, due 1/15/06 $10,000 $10,041 $9,153 Ford Global, 6.250%, due 11/08/00 8,000 8,000 7,972 Nationsbank Corp., 6.500%, due 8/18/03 10,000 10,060 9,816 Bank of America, 6.625%, due 6/15/04 20,000 20,000 19,544 Phillip Morris Global, 7.000%, due 7/15/0 10,000 10,000 9,478 Wells Fargo & Co., 6.625%, due 7/15/04 35,000 34,912 34,234 -------- -------- 93,013 90,197 Common stock, Franklin Financial Services Corp. 18,448 350,191 385,102 -------- -------- Total FFSC stock and fixed income fund 630,235 658,304 -------- -------- Fixed Income Fund: Dreyfus Treasury Prime Cash Management Fund 12,554 12,554 -------- -------- Certificate of deposit, F&M Trust, 5.950%, due 11/05/02 4,000 4,000 * -------- -------- Government securities: U.S. Treasury note, 5.625%, due 11/30/00 5,000 5,000 4,981 U.S. Treasury note, 6.375%, due 3/31/01 5,000 4,992 5,011 U.S. Treasury note, 6.625%, due 7/31/01 9,000 9,000 9,059 U.S. Treasury note, 6.000%, due 7/31/02 5,000 4,995 4,970 U.S. Treasury note, 6.500%, due 5/31/02 5,000 4,976 5,025 U.S. Treasury note, 5.000%, due 4/30/01 25,000 25,000 24,633 U.S. Treasury note, 5.250%, due 5/15/04 25,000 24,876 23,946 Federal Home Loan Mortgage, 6.50%, due 1/15/23 4,288 4,274 3,950 Federated U.S. Government securities, 2 - 5 years 1,435 16 15 -------- -------- 83,129 81,590 -------- -------- Corporate debt and equity securities: Bank of America, 6.625%, due 6/15/04 $20,000 $19,950 $19,544 Wells Fargo & Co., 6.625%, due 7/15/04 10,000 9,975 9,781 -------- -------- 29,925 29,325 -------- -------- Total fixed income fund 129,608 127,469 Equities Mutual Fund: Dreyfus Treasury Prime Cash Management Fund 8,767 8,767 Vanguard Windsor II Mutual Fund 87,799 2,089,608 2,192,353 -------- -------- Total equities mutual fund 2,098,375 2,201,120 Money Market Fund, Dreyfus Treasury Prime Cash Management Fund 79,664 79,664 -------- -------- Aggressive Global Fund: SEI - Prime Obligation 5,508 5,508 -------- -------- Equity mutual funds: SEI - Large Capital Growth 6,461 147,656 225,730 SEI - Large Capital Value 9,322 184,119 175,629 SEI - Small Capital Growth 1,071 17,239 30,585 SEI - Small Capital Value 1,213 17,354 17,115 SEI - Core International Equity 8,361 87,487 119,648 -------- -------- 453,855 568,707 -------- -------- Total aggressive global fund 459,363 574,215 -------- -------- Total investments $5,066,543 $6,602,098 ======= ======= * Represents parties-in-interest.
Schedule H, Part IV, Line 4j - Schedule of Reportable Transactions Description Cost Of Of Asset Or Number Of Purchase Selling Assets Net Identity Of Party Security Transactions Price Price Sold Gain Series of Transactions in Excess of 5%: Dreyfus Treasury Prime Money Market 449 $1,278,910 $ - $ - $ - Cash Management Fund 147 - 1,359,852 1,359,852 - Vanguard Windsor II Mutual Mutual Fund 12 437,795 - - - Fund 8 - 98,000 54,405 25,705
EXHIBIT INDEX The following exhibits are filed as part of this report: 1. Consent of Beard & Company, Inc. 2. Consent of Arthur Andersen LLP EXHIBIT 23.1 CONSENT OF BEARD & COMPANY, INC., INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 0-12126) pertaining to the Farmers and Merchants Trust Company of Chambersburg Profit- Sharing Plan of the financial statements of the Farmers and Merchants Trust Company Profit-Sharing Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. BEARD & COMPANY, INC. Harrisburg, Pennsylvania June 28, 2000 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated April 19, 1999 on the December 31, 1998 Farmers and Merchants Trust Company Profit Sharing Plan financial statements in this Form 11-K, into the Corporation's previously filed Registration Statements File No. 0-12126. It should be noted that we have not audited any financial statements of Franklin Financial Services Corporation subsequent to December 31, 1998 or performed any procedures subsequent to the date of our report. ARTHUR ANDERSEN LLP Lancaster, PA June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----