UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1995 ----------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ____________ to ____________ Commission File Number 0-17262 ------- S.Y. BANCORP, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Kentucky 61-1137529 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1040 East Main Street Louisville, Kentucky 40206 --------------------- ------- (Address of Principal (Zip Code) executive offices) Registrant's telephone number, including area code: (502) 582-2571 -------------- Securities registered pursuant to Section 12(b) of the Act: None ---- Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value -------------------------- (Title of Class) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- The aggregate market value of registrant's voting stock (Common Stock, no par value) held by non-affiliates of the registrant as of February 29, 1996, was $58,894,621. The number of shares of registrant's Common Stock, no par value, outstanding as of February 29, 1996, was 1,629,512. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Annual Report to Shareholders for the year ended December 31, 1995, are incorporated by reference into Parts I and II, and portions of Registrant's definitive Proxy Statement dated March 20, 1996, are incorporated by reference into Part III.
S.Y. BANCORP, INC FORM 10-K INDEX Page ---- PART I: Item 1. Business 1 Item 2. Properties 11 Item 3. Legal Proceedings 11 Item 4. Submission of Matters to a Vote of Security Holders 11 PART II: Item 5. Market for Registrant's Common Stock and Related Stockholder Matters 13 Item 6. Selected Financial Data 13 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 8. Financial Statements and Supplementary Data 13 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 13 PART III: Item 10. Directors and Executive Officers of the Registrant 14 Item 11. Executive Compensation 14 Item 12. Security Ownership of Certain Beneficial Owners and Management 14 Item 13. Certain Relationships and Related Transactions 14 PART IV: Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 15 SIGNATURES 17
PART I ITEM 1. BUSINESS S. Y. Bancorp, Inc. ("Bancorp"), a Kentucky corporation headquartered in Louisville, Kentucky, is a bank holding company registered with, and subject to supervision, regulation and examination by, the Board of Governors of the Federal Reserve System. Stock Yards Bank & Trust Company ("the Bank") is the wholly-owned subsidiary of Bancorp. Bancorp has no subsidiary other than the Bank. Bancorp conducts no active business operations; accordingly, the business of Bancorp is substantially the same as that of the Bank. The Bank was originally chartered and began operations as a state bank under the name "Stockyards Bank" in 1904. In 1972, the Bank was granted full trust powers and changed its name to "Stock Yards Bank & Trust Company." While primarily serving Jefferson County, Kentucky, the Bank also serves customers residing in the adjacent Kentucky counties of Oldham, Shelby and Bullitt and in Southern Indiana. The Bank engages in a wide range of commercial and personal banking activities, including the usual acceptance of deposits for checking, savings and time deposit accounts; making of secured and unsecured loans to corporation, individuals and others; issuance of letters of credit; leasing activities and rental of safe deposit boxes. The Bank's lending services include the making of commercial, industrial, real estate, installment and guaranteed student loans. Interest and fees on consumer, real estate and commercial loans constitute the largest contribution to the Bank's operating revenues. In addition, the Bank offers Visa credit card services through an agreement with a non-affiliated bank. Customers of the Bank also have access to automatic teller machines through a regional network. In 1992, Stock Yards Bank Mortgage Company, a division of the Bank, began operations. This division originates residential mortgage loans and sells the loans in the secondary market. The Mortgage division provides customers with a variety of options for home mortgages, including VA and FHA financing. The Bank provides a wide range of personal and corporate trust services. Assets under management in the Trust Department totaled approximately $343,000,000 at December 31, 1995. The Bank actively competes on the local and regional levels with other commercial banks and financial institutions for all types of deposits, loans, trust accounts, and providing financial and other services offered by the Bank. Many of the banks and other financial institutions with which the Bank competes have capital and resources substantially in excess of the capital and resources of the Bank. After being a unit bank for 85 years, the Bank opened its first branch facility in 1989. Two additional suburban offices opened in 1992, a fourth branch opened in January, 1993, a fifth opened in February, 1994 and a sixth opened in 1995. All branch offices are full service financial centers. See "ITEM 2. PROPERTIES." 1
At December 31,1995, the Bank had 188 full-time equivalent employees. Bancorp is a bank holding company registered under the Bank Holding Act of 1956, as amended, and is subject to supervision, regulation and examination by the Board of Governors of the Federal reserve System. Under the Bank Holding Company Act, a bank holding company is, with limited exceptions, prohibited from (i) acquiring direct or indirect ownership or control of any voting shares of any company which is not a bank or (ii) engaging in any activity other than managing or controlling the banks. Notwithstanding this prohibition, a bank holding company may engage or own shares of a company that engages solely in activities which the Federal Reserve Board has determined to be so closely related to banking, or managing or controlling banks, as to be a proper incident thereto. A bank holding company is required to file with the Federal Reserve Board annual reports and other information regarding its business operations and the business operations of its subsidiaries. It is also subject to examination by the Federal reserve Board and is required to obtain Federal Reserve Board approval prior to acquiring, directly or indirectly, ownership or control of any voting shares of any bank, if, after such acquisition, it would own or control, directly or indirectly, more than five percent of the voting stock of such bank unless it already owns a majority of the voting stock of such bank. The Bank is subject to regulation and supervision, of which regular bank examinations are a part, by the Kentucky Department of Financial Institutions and the Federal Deposit Insurance Corporation ("FDIC") which currently insures the deposits of the Bank to a maximum $100,000 per depositor. For this protection, the Bank pays a semi-annual statutory assessment and is subject to the rules and regulations of the FDIC pertaining to deposit insurance. The enactment of the Financial Reform, Recovery and Enforcement Act of 1989 (FIRREA), among other things, placed the savings and loans insurance fund under the control of the FDIC. FIRREA allows bank holding companies to acquire and operate savings associations. It has led to many structural changes in competition for loans, deposits and other services and affected collateral valuation methods. In December, 1991, the Federal Deposit Insurance Corporation Improvement Act (FDICIA)was enacted which, among other things, was intended to protect the federal deposit insurance fund by taking prompt actions with respect to under capitalized institutions. Stock Yards Bank & Trust Company has been designated as "well capitalized" by the FDIC. FDICIA contains numerous other provisions. The regulations implementing FDICIA are directed towards institutions with total assets of or greater than $500 million. Therefore, FDICIA is not yet applicable to Bancorp or the Bank. In September, 1994, the Riegle Community Development and Regulatory Improvement Act of 1994 ( the "Development Act") was enacted. The Development Act establishes financial and other assistance for entities involved primarily in community development activities. Provisions of the Development Act also make changes in a number of areas regarding regulation of banks. 2
In September, 1994, the Riegle-Neal Interstate Banking and Branching Act of 1994 (the "Interstate Banking Act") was enacted. Among other things, provisions of the Interstate Banking Act; (i) permit bank holding companies to acquire control of banks in any state beginning September, 1995, subject to certain restrictions; (ii) authorize interstate mergers by banks in different states, including branching through bank mergers, beginning June, 1997, subject to certain restrictions; and (iii) authorizes states to enact legislation permitting interstate de novo branching. The full impact of the Development Act and the Interstate Banking act will not be completely known until the enactment and implementation by the various federal banking agencies of the underlying regulations and actions required by the Acts. However, it is anticipated that the Development Act may reduce certain regulatory burdens on financial institutions and the Interstate Banking Act may facilitate consolidation within multilevel financial institutions and in the banking industry. Management expects that the Development Act and the Interstate Banking Act will have little if any effect on Bancorp. The tables and discussions appearing on pages 3-10 of this Form 10-K contain selected statistical information with respect to Bancorp and the Bank which should be read together with the consolidated financial statements of Bancorp included at pages 15 through 26 in Bancorp's Annual Report to Shareholders for the year ended December 31, 1995, incorporated herein by reference. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL The schedule captioned, "Average Balances and Interest Rates - Taxable Equivalent Basis", included on page 11 of Bancorps Annual Report to Shareholders for the years ended December 31, 1995 and 1994, is incorporated herein by reference and the following schedule captioned "Average Balances and Interest Rates - Taxable Equivalent Basis" for the year ended December 31, 1993, together show, for each major category of interest earning asset and interest bearing liability, the average amount outstanding, the interest earned or expensed on such amount, and the average rate earned or expensed for each of the years in the three year period ended December 31, 1995. The schedules also show net interest income, net income spreads and net interests margins (net interest income divided by total average earning assets, for each of the years in the three year period ended December 31, 1995. Total interest income includes the effects of taxable equivalent adjustments using a tax rate of 34%. Nonaccrual loans have been included in the average loan balances and are included in the calculation of average rates on loans. Yield on securities available for sale is computed using average amortized cost. The change in interest income and interest expense resulting from changes in volume and changes in rates for the years ended December 31, 1995 and 1994 are shown in the schedule captioned "Taxable Equivalent Rate/Volume Analysis" include on page 7 of Bancorp's Annual Report to Shareholders for the year ended December 31, 1995, incorporated herein by reference. The change in interest due to both rate and volume has been allocated to the change due to volume and the change due to rate in proportion to the relationship of the absolute dollar amounts of the change in each. 3
AVERAGE BALANCES AND INTEREST RATES - TAXABLE EQUIVALENT BASIS <TABLE> <CAPTION> YEAR 1993 Dollars in thousands Average Average balances Interest rate -------- -------- <S> <C> <C> <C> EARNING ASSETS Federal funds sold $ 7,464 $ 220 2.95 Mortgage loans held for sale 1,289 81 6.28 Securities U.S. Treasury and federal agencies 31,732 2,192 6.91 States and political subdivisions 4,863 407 8.37 Other securities 753 35 4.65 Loans, net of unearned income 177,629 13,856 7.80 -------- ------ ---- TOTAL EARNING ASSETS 223,731 16,791 7.50 ------ ---- Less allowance for loan losses 2,591 -------- 221,140 NON-EARNING ASSETS Cash and due from banks 8,826 Premises and equipment 3,090 Accrued interest receivable and other assets 2,959 ----- TOTAL ASSETS $236,015 -------- -------- INTEREST BEARING LIABILITIES Deposit Interest bearing demand deposits $15,247 $ 341 2.24% Savings deposits 7,592 192 2.53 Money market deposits 52,493 1,159 2.89 Time deposits 82,711 4,118 4.89 Securities sold under agreements to repurchase and federal funds purchased 17,475 517 2.96 Short-term borrowings 1,863 54 2.90 Subordinated debentures 617 31 5.02 -------- ------ ---- TOTAL INTEREST BEARING LIABILITIES 177,998 6,772 3.80 -------- ----- ---- NON-INTEREST BEARING LIABILITIES Non-interest bearing demand deposits 35,049 Accrued interest payable and other liabilities 1,957 -------- TOTAL LIABILITIES 215,004 STOCKHOLDERS' EQUITY 21,011 -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $236,015 -------- -------- NET INTEREST INCOME $ 10,019 -------- -------- NET INTEREST SPREAD 3.70% ----- ----- NET INTEREST MARGIN 4.48% ----- ----- </TABLE> 4
SECURITIES PORTFOLIO The carrying value of securities is summarized as follows: <TABLE> <CAPTION> In thousands December 31 1995 1994 1993 ----------- ---- ---- ---- <S> <C> <C> <C> Securities held to maturity U.S. Treasury and federal agency obligations $ 9,079 $24,798 $21,893 Mortgage-backed securities 10,046 6,957 9,354 Obligations of states and political subdivisions 7,585 3,697 4,248 Other 878 825 781 ------- ------- ------- $27,588 $36,277 $36,276 ------- ------- ------- ------- ------- ------- Securities available for sale U.S. Treasury and federal agency obligations $14,399 $ 4,034 $ 5,501 Obligations of states and political subdivisions - - 999 Mortgage-backed securities 1,146 - - ------- ------- ------- $15,545 $ 4,034 $ 6,500 ------- ------- ------- ------- ------- ------- </TABLE> The maturity distribution and weighted average interest rates of securities, except for Federal Home Loan Bank Stock, at December 31, 1995, are as follows: <TABLE> <CAPTION> After one After five Within but within but within After ten Dollars one year five years ten years years in thousands Amount Rate Amount Rate Amount Rate Amount Rate ------------ ------ ---- ------ ---- ------ ---- ------ ---- <S> <C> <C> <C> <C> <C> <C> <C> <C> Securities held to maturity U.S. Treasury and federal agency obligations $ 2,998 5.38% $ 6,081 6.40% $ - -% $ - -% Mortgage-backed securities 4,277 6.62 3,875 6.84 1,894 7.20 - - Obligations of states and political subdivisions - - 3,104 5.94 4,481 5.51 - - ------- ----- ------- ----- ------ ----- ---- ---- $ 7,275 6.11% $13,060 6.42% $6,375 6.01% $ - -% ------- ----- ------- ----- ------ ----- ---- ---- ------- ----- ------- ----- ------ ----- ---- ---- Securities available for sale U.S. Treasury and federal agency obligations $ 3,044 8.46% $11,355 6.68% $ - -% $ - -% Mortgage-backed securities 181 6.00 965 6.00 ---- ----- ---- ---- ------ ----- ------- ----- ---- ----- ---- ---- $3,225 8.32% $12,320 6.63% $ - -% $ - -% ------ ----- ------- ----- ---- ---- ---- ---- ------ ----- ------- ----- ---- ---- ---- ---- </TABLE> 5
<TABLE> <CAPTION> LOAN PORTFOLIO The composition of loans is summarized as follows: In thousands December 31 1995 1994 1993 1992 1991 ----------- ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> Comercial and industrial $ 80,520 $ 77,661 $ 70,847 $ 61,357 $ 56,729 Real estate mortgage 152,945 113,351 99,167 90,961 78,095 Consumer 18,708 14,664 14,943 17,017 16,516 Lease financing 805 1,736 3,106 4,049 4,915 --------- --------- -------- -------- -------- $252,978 $207,412 $188,063 $173,384 $156,255 --------- --------- -------- -------- -------- --------- --------- -------- -------- -------- </TABLE> The following tables show the amounts of commercial and industrial loans, at December 31, 1995, which, based on remaining scheduled repayments of principal, are due in the periods indicated. Also shown are the amounts due after one year classified according to sensitivity to changes in interest rates. <TABLE> <CAPTION> Maturing ------------------------------------ After one but Within within After In thousands one five five December 31 year years years Total ------------ ------ ------ ----- ----- <S> <C> <C> <C> <C> Comercial and industrial $14,561 $28,517 $37,442 $80,520 ------- ------- ------- ------- ------- ------- ------- ------- </TABLE> <TABLE> <CAPTION> Interest sensitivity ----------- In thousands Fixed Variable December 31 rate rate ------------ ----- ----- <S> <C> <C> Due after one but within five years $18,486 $10,031 Due after five years 2,041 35,401 ------ ------- $20,527 $45,432 ------- ------- ------- ------- </TABLE> 6
The following table summarizes impaired loans (1995 only), nonaccrual, restructured and past-due loans. Loans are placed in a nonaccrual income status when, in the opinion of management, the prospects for recovering both principal and accrued interest are considered doubtful. <TABLE> <CAPTION> In thousands December 31 1995 1994 1993 1992 1991 ----------- ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> Nonaccrual loans $1,212 $ 367 $ 158 $ 70 $ 248 Accruing loans past due 90 days or more - - - 66 115 Restructured loans - 61 159 291 448 ---- ---- ---- ---- ---- $1,212 $ 428 $ 317 $ 427 $ 811 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Impaired loans $1,212 ----- ----- </TABLE> The average balance for impaired loans was $1,438,000 for 1995 and interest income recorded on these loans (cash basis) totaled $175,000. Information with respect to interest income on nonaccrual and restructured loans at December 31, 1994, 1993 and 1992 is as follows: <TABLE> <CAPTION> In thousands 1995 1994 1993 ----------- ---- ---- ---- <S> <C> <C> <C> Interest income that would have been recorded if all such loans were on a current basis in accordance with their original terms $ 41 $ 37 $ 17 --- --- --- --- --- --- Interest income that was recorded $135 $ 32 $ 25 --- --- --- --- --- --- </TABLE> In addition to the nonperforming loans above, there were loans for which payments were current or less than 90 days past due where borrowers are experiencing financial difficulties. These loans of approximately $5,700,000 are monitored by management and considered in determining the level of the allowance for loan losses. 7
SUMMARY OF LOAN LOSS EXPERIENCE The following table summarizes average loans outstanding, changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off by loan category, and additions to the allowance charged to expense: <TABLE> <CAPTION> In thousands December 31 1995 1994 1993 1992 1991 ----------- ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> Average loans, net of unearned income $229,674 $190,409 $177,629 $169,206 $145,704 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Balance of allowance for loan $ 3,649 $ 2,752 $ 2,179 $1,793 $1,731 losses at beginning of year Loans charged off Commercial and industrial 435 96 60 297 143 Real estate mortgage 13 9 171 36 436 Consumer 82 64 74 40 140 Lease financing - 15 22 23 32 ----- ----- ----- ----- ----- Total loans charged off 530 184 327 396 751 ----- ----- ----- ----- ----- Recoveries of loans previously charged off Commercial and Industrial 94 9 19 37 9 Real estate mortgage 13 36 12 6 44 Consumer 20 29 48 16 39 Lease financing 1 7 1 3 1 ----- ----- ----- ----- ----- Total recoveries 128 81 80 62 93 ----- ----- ----- ----- ----- Net loans charged off 402 103 247 334 658 Additions to allowance charged to expense 1,260 1,000 820 720 720 ----- ----- ----- ----- ----- Balance at end of year $4,507 $3,649 $2,752 $2,179 $1,793 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- Ratio of net charge offs during year to average loans, net of unearned income .18% .05% .14% .20% .45% ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- </TABLE> In determining the annual provision for loan losses charged to expense, management carefully considers many factors. Among these are the quality of the loan portfolio, previous loss experience, the size and composition of the loan portfolio and an assessment of the impact of current economic conditions on the financial condition of borrowers. In addition, the results of internal reviews of individual credits and periodic examinations by supervisory authorities and external auditors are considered. 8
The following table sets forth the allocation of the allowance for loan losses for the loan categories shown. Although specific allocations exist, the entire allowance is available to absorb future losses in any particular loan category. <TABLE> <CAPTION> 1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- In thousands at December 31 - --------------------------- <S> <C> <C> <C> <C> <C> Commercial and industrial $2,224 $1,672 $1,006 $ 873 $ 732 Real estate mortgage 1,072 933 846 503 541 Consumer 148 180 237 222 138 Lease financing 3 7 22 25 30 Unallocated 1,060 857 641 556 352 ----- ----- ----- ----- ----- $4,507 $3,649 $2,752 $2,179 $1,793 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- </TABLE> The ratio of loans in each category to total outstanding loans is as follows: <TABLE> <CAPTION> December 31 1995 1994 1993 1992 1991 - ----------- ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> Commercial and industrial 31.8% 37.5% 37.7% 35.4% 36.3% Real estate mortgage 60.5 54.6 52.7 52.5 50.0 Consumer 7.4 7.1 7.9 9.8 10.6 Lease financing .3 .8 1.7 2.3 3.1 ----- ----- ----- ----- ----- 100.0% 100.0% 100.0% 100.0% 100.0% ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- </TABLE> DEPOSITS The average amount of deposits in the Bank and average rates paid on such deposits for the years indicated are summarized as follows: <TABLE> <CAPTION> 1995 1994 1993 ---------------- ---------------- ---------------- Average Average Average Average Average Average Dollars in thousands Balance Rate Balance Rate Balance Rate - -------------------- ------- ---- ------- ---- ------- ---- <S> <C> <C> <C> <C> <C> <C> Non-interest bearing demand deposits $44,340 - % $39,377 - % $35,049 - % Interest bearing demand deposits 25,471 2.55 21,325 2.20 15,247 2.24 Savings deposits 14,733 3.67 11,012 2.75 7,592 2.53 Money market deposits 48,540 3.78 56,155 3.07 52,493 2.89 Time deposits 118,611 5.70 81,098 4.41 82,711 4.98 ------- ---- ------- ---- ------- ---- ---- ---- ---- $251,695 $208,967 $193,092 ------- ------- ------- ------- ------- ------- </TABLE> 9
Maturities of time certificates of deposit of $100,000 or more outstanding at December 31, 1995, are summarized as follows: <TABLE> <CAPTION> In thousands Amount ------------ ------ <S> <C> 3 months or less $ 6,037 Over 3 through 6 months 5,333 Over 6 through 12 months 13,844 Over 12 months 8,184 ------ $33,398 ------ ------ </TABLE> RETURN ON EQUITY AND ASSETS The following table presents various key financial ratios: <TABLE> <CAPTION> Year ended December 31 1995 1994 1993 ----------- ---- ---- ---- <S> <C> <C> <C> Return on average assets 1.37% 1.23% 1.07% Return on average stockholders' equity 15.62 13.30 11.97 Dividend pay out ratio 29.27 30.16 26.63 Average stockholders' equity to average assets 8.77 9.21 8.90 </TABLE> SHORT-TERM BORROWINGS Federal funds purchased represent overnight borrowings. Repurchase agreements have maturities of less than one month. <TABLE> <CAPTION> In thousands December 31 1995 1994 1993 ----------- ------------- ------------- ------------- Amount Rate Amount Rate Amount Rate ------ ---- ------ ---- ------ ---- <S> <C> <C> <C> <C> <C> <C> Securities sold under agreements to repurchase Year end balance $12,349 5.17% $14,483 4.95% $20,193 3.07% Average during year 12,865 5.38 16,626 4.00 17,475 2.96 Maximum month end balance during year 14,595 19,929 22,232 Federal funds purchased Year end balance $ - -% $ - -% $ - -% Average during year 263 5.68 - - 46 3.18 Maximum month end balance during year 3,000 - 2,000 </TABLE> 10
ITEM 2. PROPERTIES The principal offices of Bancorp and the Bank are located at 1040 East Main Street, Louisville, Kentucky, in a two story building containing approximately 28,000 square feet. The Bank also operates a drive-through facility, an operations center containing approximately 6,000 square feet adjacent to its main offices, a garage of approximately 5,000 square feet, and parking for approximately 100 customers and employees. The Bank also owns land and buildings at 4016 Poplar Level Road and 4537 Outer Loop which are used as branch facilities. Furthermore, in February, 1996 the Bank purchased a building adjacent to its main office. This building will be remodeled to house non customer contact departments of the Bank. Properties owned by the Bank are not presently encumbered. At December 31, 1995, the Bank leased the following four branch facilities in Louisville, Kentucky: 214 South Fifth Street- approximately 10,000 square feet; Lexington Road- approximately 6,000 square feet; Shelbyville Road- approximately 3,000 square feet; Dixie Highway- approximately 7,200 square feet with 3,600 feet sub-leased; The latter three offices have drive through facilities. See Notes 5 and 13 to Bancorp's consolidated financial statements for the year ended December 31, 1995, included at pages 21 and 23 in Bancorp's Annual Report to Shareholders for the year ended December 31, 1995, incorporated herein by reference, for additional information relating to amounts invested in premises, equipment and lease commitments. ITEM 3. LEGAL PROCEEDINGS See Note 13 to Bancorp's consolidated financial statements for the year ended December 31, 1995, included at page 23 in Bancorp's Annual Report to Shareholders for the year ended December 31, 1995, incorporated herein by reference, for information relating to legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None 11
EXECUTIVE OFFICERS OF THE REGISTRANT The following table lists the names, and ages (as of December 31, 1995) of all current executive officers of Bancorp and all persons who it is anticipated will be chosen as executive officers at the organization meeting of Bancorp's Board of Directors following the 1996 Annual Meeting of Shareholders of Bancorp to be held on April 24, 1996. Each executive officer is appointed by the Bancorp's Board of Directors to serve at the pleasure of the Board. There is no arrangement or understanding between any executive officer of Bancorp and any other person(s) pursuant to which he/she was or is to be selected as an officer. <TABLE> <CAPTION> Name and Age Position and Offices of Executive Officer with Bancorp -------------------- -------------------- <S> <C> David H. Brooks Chairman and Chief Age 53 Executive Officer and Director David P. Heintzman President Age 36 and Director Kathy C. Thompson Executive Vice President, Age 34 Secretary and Director </TABLE> 12
PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS Information captioned "Market Data" on page 14 of Bancorp's Annual Report to Shareholders for the year ended December 31, 1995, is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA Information captioned "Selected Financial Data" on page 14 of Bancorp's Annual Report to Shareholders for the year ended December 31, 1995, is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Results of Operations and Financial Condition on pages 5 through 13 of Bancorp's Annual Report to Shareholders for the year ended December 31, 1995, is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following Consolidated Financial Statements of Bancorp and the Bank and Report of Independent Auditors included on pages 15 through 26 in Bancorp's Annual Report to Shareholders for the year ended December 31, 1995, are incorporated herein by reference: Consolidated Balance Sheets--December 31, 1995 and 1994 Consolidated Statements of Income--years ended December 31, 1995, 1994, and 1993. Consolidated Statements of Changes in Stockholders' Equity--years ended December 31, 1995, 1994, and 1993. Consolidated Statements of Cash Flows--years ended December 31, 1995, 1994, and 1993 Notes to Consolidated Financial Statements Report of Independent Auditors ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None 13
PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information regarding the directors and executive officers of Bancorp is incorporated herein by reference to the discussion under the heading, "ELECTION OF DIRECTORS," on pages 4 through 9 of Bancorp's definitive Proxy Statement for the 1996 Annual Meeting of Shareholders and the section captioned EXECUTIVE OFFICERS OF THE REGISTRANT on page 12 of form 10-K. ITEM 11. EXECUTIVE COMPENSATION Information regarding the compensation of Bancorp's executive officers and directors is incorporated herein by reference to the discussion under the heading, "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS" on pages 12 through 18 of Bancorp's definitive Proxy Statement for the 1996 Annual Meeting of Shareholders. Information appearing under the headings "REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION" on pages 10 through 12 and "Shareholder Return Performance Graph" in the section entitled "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS" contained on page 17 in Bancorp's definitive Proxy Statement for the 1996 Annual Meeting of Shareholders shall not be deemed to be incorporated by reference in this report, notwithstanding any general statement contained herein incorporating portions of such Proxy Statement by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by this item is incorporated herein by reference to the discussion under the headings, "ELECTION OF DIRECTORS" on pages 4 through 9 and "PRINCIPAL HOLDERS OF BANCORP'S COMMON STOCK," on pages 3 and 4 of Bancorp's definitive Proxy Statement for the 1996 Annual Meeting of Shareholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by this item is incorporated herein by reference to the discussion under the heading, "TRANSACTIONS WITH MANAGEMENT AND OTHERS," on page 18 of Bancorp's definitive Proxy Statement for the 1996 Annual Meeting of Shareholders. 14
PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. LIST OF FINANCIAL STATEMENTS The following Consolidated Financial Statements of Bancorp and the Bank and Report of Independent Auditors included in Bancorp's Annual Report to Shareholders for the year ended December 31, 1995 were incorporated by reference in Part II, Item 8. on page 13. Consolidated Balance Sheets--December 31, 1995 and 1994 Consolidated Statements of income--years ended December 31, 1995, 1994, and 1993. Consolidated Statements of Changes in Stockholders' Equity--years ended December 31, 1995, 1994, and 1993 Consolidated Statements of Cash Flows--years ended December 31, 1995, 1994, and 1993. Notes to Consolidated Financial Statements Report of Independent Auditors (a) 2. LIST OF FINANCIAL STATEMENT SCHEDULES Schedules to the consolidated financial statements of Bancorp are omitted since they are either not required under the related instructions, are inapplicable, or the required information is shown in the consolidated financial statements or notes thereto. (a) 3. LIST OF EXHIBITS 3.1 Articles of Incorporation of Bancorp filed with the Secretary of State of Kentucky on January 12, 1988. Exhibit 3 to Registration Statement on Form S-4 of Bancorp, File No. 33-22517, is incorporated by reference herein. 3.2 Articles of Amendment to the Articles of Incorporation of Bancorp filed with the Secretary of State of Kentucky on May 8, 1989. Exhibit 19 to Annual Report on Form 10-K for the year ended December 31, 1989, of Bancorp is incorporated by reference herein. 3.3 Articles of Amendment to the Articles of Incorporation of Bancorp filed with the Secretary of State of Kentucky on June 30, 1994. Exhibit 3.3 to Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 3.4 Bylaws of Bancorp, as amended, currently in effect. Exhibit 3.4 to Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.1 S.Y. Bancorp, Inc. Stock Option Plan as amended. Exhibit 4 to Registration Statement on Form S-8 of Bancorp, File No. 33-25885, is incorporated by reference herein. 15
10.2 Stock Yards Bank & Trust Company Senior officers Security Plan adopted December 23, 1980. Exhibit 10 to Annual Report on Form 10-K for the year ended December 31, 1988, of Bancorp is incorporated by reference herein. 10.3 Form of Indemnification Agreement between Stock Yards Bank & Trust Company, S.Y. Bancorp, Inc. and each member of the Board of Directors. Exhibit 10.3 to Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.4 Senior Executive Severance Agreement executed in July 1994 between Stock Yards Bank & Trust Company and David H. Brooks. Exhibit 10.4 to Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.5 Senior Executive Severance Agreement executed in July 1994 between Stock Yards Bank & Trust Company and David P. Heintzman. Exhibit 10.5 to Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.6 Senior Executive Severance Agreement executed in July 1994 between Stock Yards Bank & Trust Company and Kathy C. Thompson. Exhibit 10.6 to Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.7 S.Y. Bancorp, Inc. 1995 Stock Incentive Plan. 11 Statement re: computation of per share earnings. 13 Annual Report to Shareholders for the year ended December 31, 1995. This annual report shall not be deemed to be filed with the Commission except to the extent that information is specifically incorporated herein by reference. 21 Subsidiaries of the Registrant. 23 Independent Auditors' Consent. 27 Financial Data Schedule Copies of the foregoing Exhibits will be furnished to others upon request and payment of Bancorp's reasonable expenses in furnishing the exhibits. (b) REPORTS ON FORM 8-K None (c) EXHIBITS The exhibits listed in response to Item 14(a)3 are filed as a part of this report. (d) FINANCIAL STATEMENT SCHEDULES None 16
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. March 26, 1996 S.Y. BANCORP, INC. BY: /s/ David H. Brooks ------------------- David H. Brooks Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ David H. Brooks Chairman and Chief March 26, 1996 - --------------------------- Executive Officer David H. Brooks and Director (principle executive officer) /s/ David P. Heintzman President March 26, 1996 - --------------------------- and Director David P. Heintzman /s/ Nancy B. Davis Vice President, March 26, 1996 - --------------------------- Treasurer Nancy B. Davis and Chief Financial Officer (principal financial and accounting officer) /s/ James E. Carrico Director March 26, 1996 - --------------------------- James E. Carrico /s/ Jack M. Crowner Director March 26, 1996 - --------------------------- Jack M. Crowner /s/ Charles R. Edinger, III Director March 26, 1996 - --------------------------- Charles R. Edinger, III /s/ Carl T. Fischer, Jr. Director March 26, 1996 - --------------------------- Carl T. Fischer, Jr. 17
/s/ Stanley A. Gall - --------------------------- Director March 26, 1996 Stanley A. Gall, M.D. /s/ Leonard Kaufman Director March 26, 1996 - --------------------------- Leonard Kaufman /s/ George R. Keller Director March 26, 1996 - --------------------------- George R. Keller /s/ Bruce P. Madison Director March 26, 1996 - --------------------------- Bruce P. Madison /s/ Henry A. Meyer Director March 26, 1996 - --------------------------- Henry A. Meyer /s/ Norman Tasman Director March 26, 1996 - --------------------------- Norman Tasman /s/ Kathy C. Thompson Senior Vice President, March 26, 1996 - --------------------------- Secretary and Kathy C. Thompson Director /s/ Bertrand A. Trompeter Director March 26, 1996 - --------------------------- Bertrand A. Trompeter 18
INDEX OF EXHIBITS EXHIBIT NUMBER - ------ EXHIBIT 3.1 Articles of Incorporation of Bancorp filed with the Secretary of State of Kentucky on January 12, 1988. Exhibit 3 to Registration Statement on Form S-4 of Bancorp, File No. 33-22517, is incorporated by reference herein. 3.2 Articles of Amendment to the Articles of Incorporation of Bancorp filed with the Secretary of State of Kentucky on May 8, 1989. Exhibit 19 to Annual Report on Form 10-K for the year ended December 31, 1989, of Bancorp is incorporated by reference herein. 3.3 Articles of Amendment to the Articles of Incorporation of Bancorp filed with the Secretary of State of Kentucky on June 30, 1994. Exhibit 3.3 to Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 3.4 Bylaws of Bancorp, as amended, currently in effect. Exhibit 3.4 to Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.1 S.Y. Bancorp, Inc. Stock Option Plan as amended. Exhibit 4 to Registration Statement on Form S-8 of Bancorp, File No. 33-25885, is incorporated by reference herein.
EXHIBIT NUMBER - ------ EXHIBIT 10.2 Stock Yards Bank & Trust Company Senior Officers Security Plan adopted December 23, 1980. Exhibit 10 to the Annual Report on Form 10-K for the year ended December 31, 1989, of Bancorp, is incorporated by reference herein. 10.3 Form of Indemnification Agreement between Stock Yards Bank & Trust Company, S.Y. Bancorp, Inc. and each member of the Board of Directors. Exhibit 10.3 to the Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.4 Senior Executive Severance Agreement executed in July 1994 between Stock Yards Bank & Trust Company and David H. Brooks. Exhibit 10.4 to the Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.5 Senior Executive Severance Agreement executed in July 1994 between Stock Yards Bank & Trust Company and David P. Heintzman. Exhibit 10.5 to the Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.6 Senior Executive Severance Agreement executed in July 1994 between Stock Yards Bank & Trust Company and Kathy C. Thompson. Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 1994, of Bancorp is incorporated by reference herein. 10.7 S.Y. Bancorp, Inc. 1995 Stock Incentive Plan 11 Statement re: computation of per share earnings.
EXHIBIT NUMBER - ------ EXHIBIT 13 Annual Report to Shareholders for the year ended December 31, 1995. This annual report shall not be deemed to be filed with the Commission except to the extent that information is specifically incorporated herein by reference. 21 Subsidiaries of the Registrant. 23 Independent Auditors' Consent. 27 Financial Data Schedule