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.
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.
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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.
PART II
ITEM 5.
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.
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.
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.
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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.
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.
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.
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.
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.
PART IV
ITEM 14.
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.
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
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.
/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
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