ITEM 1. BUSINESS
General
Liberty National Bancorp, Inc. ("Liberty") is a Kentucky corporation incorporated in 1979 for the purpose of acquiring Liberty National Bank and Trust Company of Kentucky ("Liberty Bank"), which is Liberty's principal subsidiary. Liberty is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and owns directly or indirectly 100% of ten banks as of December 31, 1993. Liberty ranks third among all bank holding companies headquartered in Kentucky with $4.9 billion of total consolidated assets at December 31, 1993. The following table lists for each of the ten bank subsidiaries that Liberty owns (the "Banks"), the primary location of its principal offices, the number of banking offices, and total assets at December 31, 1993.
Hardin County Bank and Trust, Inc., and Farmers Deposit Bank of Brandenburg were merged with Liberty National Bank and Trust Company of Hardin County in February 1994 to form Liberty National Bank and Trust Company of Central Kentucky. In April 1994, pending regulatory approval, Liberty National Bank of Madisonville will be merged with First Federal Savings Bank in Hopkinsville, Kentucky, to form Liberty National Bank and Trust Company of Western Kentucky. The Banks engage in a wide range of commercial and personal banking activities, including accepting demand and time deposits; making secured and unsecured loans to corporations, individuals and others; issuing letters of credit; renting safe deposit boxes; and other financial services for institutions and individuals. The Banks' lending services include making commercial, industrial, real estate, installment and credit card loans. The Banks participate in national and regional automated teller machine networks, which enable customers of participating banks to have access to funds in their accounts throughout the United States. Liberty Investment Services, Inc., a wholly-owned subsidiary of Liberty, offers brokerage services. The Banks provide credit life and accident and health insurance to borrowers through LNB Life Insurance Company, a wholly-owned subsidiary of Liberty Bank. Liberty Bank's Mortgage Origination, Sales and Service Group, sells and services single-family residential loans for other companies' mortgage portfolios and also services Liberty Bank's mortgage portfolio. Liberty Bank is involved in direct and leveraged lease financing, including vehicle leasing, through other wholly-owned subsidiaries. Liberty Bank also maintains a branch facility in the Cayman Islands. Liberty Bank acts as correspondent for banks throughout Kentucky and in Indiana, providing such services as check clearing, transfer of funds, loan participations, investment advice, data processing, and securities custody and clearance. The Banks provide a wide range of personal and corporate trust and trust-related services. At December 31, 1993, Liberty and its subsidiaries had 2,305 full-time equivalent employees.
Competition
The Banks actively compete on the local, regional and national levels with commercial banks, savings institutions, brokerage houses and other
financial institutions for all types of deposits, loans and trust accounts and other financial services.
Supervision and Regulation
Liberty is subject to regulation under the Bank Holding Company Act of 1956, as amended (the "Act"). Under the Act, Liberty 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. The Federal Reserve Board may also make examinations of Liberty and its subsidiaries. The Act also requires the prior approval of the Federal Reserve Board for a bank holding company to acquire or hold more than 5% voting interest in any bank, and currently restricts interstate banking activities. The Act restricts Liberty's nonbanking activities to those which are closely related to banking. The Act does not place territorial restrictions on the activities of nonbank subsidiaries of bank holding companies. Liberty's banking subsidiaries are subject to limitations with respect to intercompany loans and investments. The ability of Liberty's affiliate banks to pay dividends is restricted. See note 10 to Liberty's consolidated financial statements included in Liberty's annual report to stockholders for the year ended December 31, 1993, which is incorporated herein by reference. The subsidiary banks are subject to the provisions of the National Banking Act, are under the supervision and regulation of, and are subject to periodic examination by, one or more of the Comptroller of the Currency, the Federal Reserve Board, the Office of Thrift Supervision or the Federal Deposit Insurance Corporation ("FDIC"). Under the Act and Regulations of the Federal Reserve Board, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with the extension of credit. Liberty and its subsidiary banks are also subject to the state banking laws of each state in which such a bank is located. These state laws may restrict branching of banks to other counties within the state and acquisition or merger involving banks and bank holding companies located in other states. Kentucky permits nationwide reciprocal interstate banking acquisitions. The Financial Reform, Recovery, and Enforcement Act of 1989 ("FIRREA") placed the savings and loan insurance fund under the control of the FDIC, created the Office of Thrift Supervision in the U.S. Treasury Department and created the Resolution Trust Corporation to act as receiver to liquidate failed thrift institutions. FIRREA further expanded the power of bank holding companies to allow for the acquisition of savings associations and to operate them as separate thrift subsidiaries. FIRREA enhanced the ability of bank holding companies to expand through thrift acquisitions beyond their present geographic interstate banking region. The tandem restrictions placed upon thrift subsidiaries of bank holding companies have been removed allowing linkage of deposit-taking activities and solicitation of deposits and loans on behalf of affiliate companies. FIRREA lead to many structural changes in competition for loans, deposits and other services, affected collateral valuation methods, and the acquisition of financial institutions. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") requires bank regulators to take specific prompt actions with respect to insured depository institutions that do not meet minimum capital standards. FDICIA establishes five capital tiers: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized." An insured depository institution that is not "well capitalized" or "adequately capitalized" is prohibited from making capital distributions and may be required to submit a capital plan, restrict asset growth and limit new lines of business. Holding companies are also required to guarantee compliance by their insured depository institutions with any capital plans, subject to certain limits. Significantly and critically undercapitalized insured depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. In addition, critically undercapitalized insured depository institutions are subject to appointment of a receiver or conservator. Under FDICIA, an institution that is not well capitalized is generally prohibited from accepting or offering brokered deposits. In addition, "pass- through" insurance coverage may not be available for certain employee benefit accounts. Other provisions included the imposition of specific accounting and reporting requirements and risk-based assessments for FDIC insurance. FDICIA contains numerous other provisions, including termination of the "too big to fail" doctrine except in special cases, limitations on the FDIC's
payment of deposits at foreign branches and revised regulatory standards for, among other things, real estate lending and capital adequacy. The provisions of FDICIA are effective on a staggered basis, with some having already taken effect, while others take effect at various dates over the next few years. Since all the regulations implementing this Act have not been finalized at this time, the full effects of FDICIA on the business of Liberty and its subsidiaries cannot be measured currently. However, this comprehensive legislation may significantly increase deposit insurance premiums and the costs of regulatory compliance for the entire banking industry, including Liberty. The monetary policies of regulatory authorities, including the Federal Reserve Board, have a significant effect on the operating results of banks and bank holding companies. The nature of future monetary policies and the effect of such policies on the future business and earnings of Liberty and its subsidiary banks cannot be predicted.
The following tables set forth selected statistical information with respect to Liberty and its subsidiaries and should be read together with the consolidated financial statements of Liberty.
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL
The schedule captioned "Average Balances and Interest Rates" included on page 13 of Liberty's annual report to stockholders for the year ended December 31, 1993, which is incorporated herein by reference, shows, for each major category of interest earning asset and interest bearing liability, the average amount outstanding, the interest earned or paid on such amount and the average rate earned or paid for each of the years in the three-year period ended December 31, 1993. The schedule also shows the average rate earned on all interest earning assets and the average rate paid on all interest bearing liabilities and the net interest margin (net interest income divided by total average interest earning assets) for each of the years in the three-year period ended December 31, 1993. Nonaccrual loans outstanding were included in calculating the rate earned on loans. Total interest income includes the effects of taxable equivalent adjustments using a tax rate of 35% for 1993 and 34% for 1992 and 1991. The changes in interest income and interest expense resulting from changes in volume and changes in rates for the years ended December 31, 1993 and 1992 are shown in the schedule captioned "Analysis of Changes in Net Interest Income" included on page 6 of Liberty's annual report to stockholders for the year ended December 31, 1993, which is incorporated herein by reference. The change in interest due to both rate and volume has been allocated to change due to volume and change due to rate in proportion to the relationship of the absolute dollar amounts of the change in each. Total interest income includes the effects of taxable equivalent adjustments using a tax rate of 35% for 1993 and 34% for 1992.
INVESTMENT PORTFOLIO
The carrying value of investment securities is summarized as follows:
The maturity distribution and weighted average interest rates of investment securities (exclusive of Federal Reserve Bank, Federal Home Loan Bank and corporate stock) at December 31, 1993 are as follows:
The weighted average interest rates for each maturity category is computed by dividing annualized interest income (net of amortization of premium or accretion of discount) by the carrying value of the respective investment securities. The weighted average rates on obligations of states and political subdivisions are computed on a taxable equivalent basis using a 35% tax rate.
LOAN PORTFOLIO
The composition of loans is summarized as follows:
The following tables show the maturities of loans (excluding real estate - mortgage, consumer and lease financing categories) outstanding as of December 31, 1993 and the amounts due after one year, classified according to the sensitivity to changes in interest rates.
The following table summarizes Liberty's nonaccrual, past due and restructured loans. See note 1 to Liberty's consolidated financial statements included in Liberty's annual report to stockholders for the
year ended December 31, 1993, which is incorporated herein by reference, for a description of Liberty's policy for placing loans on nonaccrual status.
Information with respect to nonaccrual and restructured loans at December 31, 1993 is as follows:
At December 31, 1993, Liberty had $46,983,000 in loans for which payments were current, but the borrowers are currently experiencing financial difficulties. These potential problem loans are subject to continuing management attention and their classification is reviewed on a monthly basis.
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; additions to the allowance that have been charged to expense; and other changes:
In determining the annual provision for loan losses charged to expense, senior management considers many factors. Among these are: (1) the quality of the portfolio, (2) previous loss experience, (3) the size and composition of the portfolio, and (4) an assessment of current economic conditions. Also, a quarterly analysis is performed which considers the above factors. In addition, periodic examinations and evaluations by bank regulators and external auditors are considered. An allocation of the allowance for loan losses according to the amount deemed to be reasonably necessary to provide for the possibility of losses being incurred within the following categories of loans at the dates indicated is as follows:
The ratio of loans in each category to total outstanding loans is as follows:
DEPOSITS
The average balance of deposits and average rates paid on such deposits for the years indicated is summarized as follows:
Maturities of time certificates of deposit of $100,000 or more outstanding at December 31, 1993 are summarized as follows:
RETURN ON EQUITY AND ASSETS
The following table presents various key financial ratios:
(a) Includes $0.13 per share special dividend declared December 15, 1993 and paid January 1, 1994 in order to align Liberty's current dividend schedule with the current BANC ONE CORPORATION dividend schedule. See note 2 to Liberty's consolidated financial statements included in Liberty's annual report to stockholders for the year ended December 31, 1993, which is incorporated herein by reference.
SHORT-TERM BORROWING
Federal funds purchased and securities sold under agreements to repurchase generally mature within one to thirteen days from the date of the transaction. The following table shows information relating to federal funds purchased and securities sold under agreements to repurchase.
ITEM 2.
ITEM 2. PROPERTIES
Liberty's investments in premises and equipment are through its subsidiaries. The main offices of Liberty and its principal subsidiary, Liberty Bank, are located at 416 West Jefferson Street, Louisville, Kentucky. Data processing and certain other operations of Liberty Bank are located at 1251 South Fourth Street, Louisville, Kentucky. Both buildings are owned by Investment Realty Company, a wholly-owned subsidiary of Liberty Bank, and occupied entirely by Liberty Bank. In addition, Liberty Bank currently occupies under a long-term lease approximately four floors in a 23-story office building located at One Riverfront Plaza in Louisville, Kentucky. This space is primarily used by Liberty Bank's Retail Banking Group. The Banks also lease a total of approximately 33,000 square feet in five warehouse facilities used to store records and supplies. The Banks lease 44 and own, either directly or indirectly through subsidiaries, 52 of their banking offices. Seven other banking offices are part of land lease arrangements under which the land is leased, but the building thereon is owned. Additionlly, Investment Realty Company has under long-term leases parcels of land and buildings thereon (of which the eight-story Marion E. Taylor office building is one) which are adjacent to the property on which Liberty's main office is located. These leases give Liberty control of the entire block situated between Jefferson and Liberty Streets and bounded by the Fourth Avenue Mall and Fifth Street in Louisville, Kentucky. These leased properties were acquired to fulfill current and future space requirements. Liberty Bank currently occupies all but a portion of two floors in the Marion E. Taylor office building. See note 7 and 12 to Liberty's consolidated financial statements included in Liberty's annual report to stockholders for the year ended December 31, 1993 which is incorporated herein by reference, for
additional information relating to amounts in premises and equipment, and lease commitments.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
In 1989, a jury returned a verdict against Liberty Bank for compensatory damages based on lender liability claims which totaled (net of a judgment in Liberty Bank's favor against the borrower of approximately $2.8 million under a note) approximately $4.2 million. On September 23, 1991, the trial court granted Liberty Bank's motion for a judgment notwithstanding the verdict ("JNOV") thereby overturning the judgment, and conditionally granted Liberty Bank's motion for a new trial if the JNOV was subsequently vacated or reversed on appeal. On March 19, 1993, the Kentucky Court of Appeals issued an opinion vacating the JNOV and the conditional grant of a new trial and remanded the matter to the trial court for proceedings consistent with the opinion. As previously announced, in September 1993 the Kentucky Supreme Court denied Liberty Bank's motion for discretionary review of the Kentucky Court of Appeals decision. In October 1993, Liberty paid the sum of $4,202,458 in damages and $2,007,542 for interest on that amount to settle the matter. Liberty accrued and charged to operations the settlement amount in the third quarter of 1993. All related federal court proceedings were settled at no additional expense to Liberty. See note 13 to Liberty's consolidated financial statements included in Liberty's annual report to stockholders for the year ended December 31, 1993 which is incorporated herein by reference, for additional 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 paragraphs set forth, for each executive officer of Liberty as of March 1, 1994, each person's name, age, position, business experience during the past five years, and the year the person first became an officer of Liberty or its predecessor. There are no family relationships among executive officers. Kathryn Ross Arterberry, age 37, is Assistant Secretary, Executive Vice President and General Counsel of Liberty Bank and Assistant Secretary and, since 1992, General Counsel of Liberty; she first became an officer of Liberty Bank in 1988, and served as Senior Vice President of Liberty Bank through 1993. John F. Barron, age 42, is Assistant Treasurer of Liberty and Senior Vice President and Assistant Comptroller of Liberty Bank: he first became an officer of Liberty Bank in 1978. Paul E. Bleuel, Jr., age 50, is Senior Vice President and Corporate Planning Officer of Liberty and Executive Vice President of Liberty Bank; he first became an officer of Liberty Bank in 1971. Malcolm B. Chancey, Jr., age 62, is Chairman of the Board, President and Chief Executive Officer of Liberty and Chairman of the Board and Chief Executive Officer of Liberty Bank; he first became an officer of Liberty Bank in 1968. Elisabeth Y. Clark, age 44, is Executive Vice President of Liberty Bank; she first became an officer of Liberty Bank in 1980, and served as Senior Vice President from 1984 through 1993. R. Helm Dobbins, age 42, is Executive Vice President of Liberty Bank; he first became an officer of Liberty Bank in 1978, and served as Senior Vice President from 1981 through 1992. Nathan B. Evans, age 42, is Senior Vice President and Director of Credit Review of Liberty and Senior Vice President of Liberty Bank; he first became an officer of Liberty Bank in 1979. Theodore R. Frith, age 51, is Executive Vice President of Liberty Bank; he first became an officer of Liberty Bank in 1970. Richard R. Galaty, age 49, is Executive Vice President of Liberty Bank; he was Senior Loan Administrator of Union Bank in Los Angeles, California, from 1981 to 1989; Senior Credit Administrator of First Interstate Bancorp in Los Angeles from 1989 to 1991; and Chief Credit Officer of First Interstate Bank in Denver, Colorado, from 1991 to 1993, when he joined Liberty Bank. Terry D. Gardner, age 43, is Senior Vice President of Liberty Bank and, since 1993, Senior Vice President and Auditor of Liberty and Senior Auditor
of Liberty Bank; he first became an officer of Liberty Bank in 1987 and served as Auditor of Liberty Bank through 1993. Maria I. Gerwing, age 46, is Executive Vice President of Liberty Bank; she first became an officer of Liberty Bank in 1974, and served as Senior Vice President from 1979 through 1991. R. K. Guillaume, age 50, is Executive Vice President of Liberty and President of Liberty Bank; he first became an officer of Liberty Bank in 1968. Ronald M. Holt, age 46, has served as Executive Vice President of Liberty Bank since 1990; he served as Director and Executive Vice President of First American Trust Company in Nashville, Tennessee from 1986 until 1990, when he joined Liberty Bank. John P. Knight, Jr., age 49, is Executive Vice President of Liberty Bank; he first became an officer of Liberty Bank in 1969, and served as Senior Vice President from 1978 through 1991. James T. McKenzie, age 44, is Executive Vice President of Liberty Bank; he first became an officer of Liberty Bank in 1972, and served as Senior Vice President of Liberty Bank through 1993. Carl R. Page, age 45, is Secretary of Liberty and Liberty Bank and Executive Vice President of Liberty Bank; he first became an officer of Liberty Bank in 1976. Bruce W. Raque, age 41, is Assistant Treasurer and Tax Officer of Liberty and is Senior Vice President and Assistant Comptroller of Liberty Bank; he first became an officer of Liberty Bank in 1981. W. LeGrande Rives, age 53, is Executive Vice President of Liberty Bank; he first became an officer of Liberty Bank in 1989. Jack H. Shipman, age 57, is Executive Vice President of Liberty and Liberty Bank; he first became an officer of Liberty Bank in 1970. Hugh M. Shwab III, age 56, is Executive Vice President of Liberty Bank; he first became an officer of Liberty Bank in 1970. John Y. Van Bibber, age 63, is Executive Vice President of Liberty Bank; he first became an officer of Liberty Bank in 1964. Carl E. Weigel, age 62, is Treasurer and Chief Financial Officer of Liberty, Executive Vice President and Comptroller of Liberty Bank and has served since 1990 as Cashier of Liberty Bank; he first became an officer of Liberty Bank in 1974. Russell B. Zaino, age 45, is Senior Vice President and Chief Regulations Compliance Officer of Liberty and Senior Vice President of Liberty Bank; he first became an officer of Liberty Bank in 1976. Kevin M. Zemanski, age 35, is Credit Policy Adminstration/Consumer Compliance Officer of Liberty, served from 1988 to 1992 as Consumer Compliance Officer of Liberty, and is Senior Vice President of Liberty Bank; he first became an officer of Liberty Bank in 1986.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information captioned "Market Data" included on page 14 of Liberty's annual report to stockholders for the year ended December 31, 1993 is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information captioned "Consolidated Selected Financial Data" included on page 14 of Liberty's annual report to stockholders for the year ended December 31, 1993 is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Management's Discussion and Analysis included on pages 4 through 13 of Liberty's annual report to stockholders for the year ended December 31, 1993 is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of Liberty and report of independent auditors included on pages 16 through 35 in Liberty's annual report to stockholders for the year ended December 31, 1993 are incorporated herein by reference:
Consolidated balance sheet
Consolidated statement of income Consolidated statement of changes in stockholders' equity Consolidated statement of cash flows Notes to consolidated financial statements Report of independent auditors
The information captioned "Quarterly Results of Operations" included on page 15 of Liberty's annual report to stockholders for the year ended December 31, 1993 is incorporated herein by reference.
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
The information appearing in the section entitled "Board of Directors and Executive Officers" in Liberty's Proxy Statement is incorporated herein by reference. In addition, information with respect to Liberty's executive officers is contained in Part I of this report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing in the section entitled "Executive Compensation" in Liberty's Proxy Statement is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information appearing in the sections entitled "Principal Shareholders" and "Board of Directors and Executive Officers" in Liberty's Proxy Statement is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing in the section entitled "Board of Directors and Executive Officers" in Liberty's Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) List of Financial Statements filed
The following consolidated financial statements of Liberty and report of independent auditors included in Liberty's annual report to stockholders for the year ended December 31, 1993 were incorporated by reference in Part II, Item 8 of this report:
Consolidated balance sheet Consolidated statement of income Consolidated statement of changes in stockholders' equity Consolidated statement of cash flows Notes to consolidated financial statements Report of independent auditors
(a) (2) List of Financial Statement Schedules filed
Schedules to the consolidated financial statements required by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.
(a) (3) List of Exhibits filed
(3.1) Liberty's Amended and Restated Articles of Incorporation are incorporated herein by reference to Exhibit (3) to Liberty's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993.
(3.2) Liberty's Bylaws are incorporated herein by reference to Exhibit (3) (b) to Liberty's Annual Report on Form 10-K for the year ended December 31, 1988.
(4.1) Rights Agreement dated August 19, 1992, between Liberty National Bancorp, Inc., and Chemical Bank is incorporated by reference to Exhibits 4 and 10.1 to Liberty's Current Report on Form 8-K dated August 19, 1992.
(4.2) First Amendment dated as of November 2, 1993, to the Rights Agreement dated August 19, 1992, between Liberty National Bancorp, Inc., and Chemical Bank is incorporated by reference to Exhibit 4.1 to Liberty's Current Report on Form 8-K dated November 2, 1993.
(4.3) Instruments defining the rights of holders of long-term debt of Liberty and its subsidiaries are not filed as Exhibits because the amount of debt under each instrument is less than 10% of the consolidated assets of Liberty. Liberty undertakes to file these instruments with the United States Securities and Exchange Commission (the "Commission") upon request.
(10.1) Liberty National Bank and Trust Company Compensation Deferral Plan is incorporated herein by reference to Exhibit (10.1) to Liberty's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993.
(10.2) Liberty National Bank and Trust Company Excess Benefit Plan is incorporated herein by reference to Exhibit (10.2) to Liberty's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993.
(10.3) Liberty National Bancorp, Inc., Management Incentive Compensation Plan amended and restated as of January 1992 is incorporated herein by reference to Exhibit (10) (c) to Liberty's Annual Report on Form 10-K for the year ended December 31, 1991.
(10.4) Amendment No. 1 to Liberty National Bancorp, Inc., Management Incentive Compensation Plan, as amended and restated as of January 1992, as amended as of December 1993 is incorporated herein by reference to Exhibit 10.5 to Liberty's Form S-8 Registration Statement No. 33-52275.
(10.5) Form of Officer Compensation Continuation Agreement between Liberty and certain officers of Liberty and the Banks, as amended, is incorporated herein by reference to Exhibit (10) (e) to Liberty's Annual Report on Form 10-K for the year ended December 31, 1989.
(10.6) Credit Agreement dated as of June 18, 1992 among Liberty National Bancorp, Inc., and The Chase Manhattan Bank (National Association), as Initial Bank and Agent, is incorporated herein by reference to Exhibit (10) to Liberty's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992.
(10.7) Liberty National Bancorp, Inc., 1986 Stock Option Plan As Amended and Restated as of January 10, 1990, and as further Amended February 16, 1993, is incorporated herein by reference to Exhibit (10) (f) to Liberty's Annual Report on Form 10-K for the year ended December 31, 1992.
(10.8) First Federal Savings Bank 1992 Stock Option Plan is incorporated herein by reference to Exhibit 10.1 to Liberty's Form S-8 Registration Statement No. 33-52275.
(11) Statement regarding the computation of per share earnings.
(13) Portions of the annual report to stockholders for the year ended December 31, 1993 which are expressly incorporated by reference in this filing.
(21) Subsidiaries of Liberty.
(23) Consent of Coopers & Lybrand.
(99.1) Annual report on Form 11-K for The Liberty 1992 Restated Thrift Plan for the year ended December 31, 1993, as authorized by
Rule 15d-21. Plan financial statements are filed in paper under cover of Form SE, as allowed by Rule 311 of Regulation S-T.
(99.2) Undertakings.
(b) Reports on Form 8-K
Liberty filed the following report on Form 8-K during the three month period ended December 31, 1993:
A Form 8-K dated November 2, 1993 was filed with the Commission relating to the announcement by Liberty and BANC ONE CORPORATION that they have signed an agreement for the merger of Liberty with an affiliate of BANC ONE CORPORATION.
(c) Exhibits
The exhibits listed in response to Item 14(a)(3) are filed as 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, Liberty has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LIBERTY NATIONAL BANCORP, INC. (Registrant)
March 16, 1994 By: /s/ MALCOLM B. CHANCEY, JR. --------------------------- MALCOLM B. CHANCEY, JR. Chairman of the Board, President 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 Liberty and in the capacities and on the dates indicated.
Chairman of the Board, President and Director (Principal /s/ MALCOLM B. CHANCEY, JR. Executive Officer) March 16, 1994 - --------------------------- Malcolm B. Chancey, Jr.
Executive Vice President /s/ R. K. GUILLAUME and Director March 16, 1994 - --------------------------- R. K. Guillaume
Treasurer (Principal Financial /s/ CARL E. WEIGEL and Accounting Officer) March 16, 1994 - --------------------------- Carl E. Weigel
/s/ JOHN F. BARRON Assistant Treasurer March 16, 1994 - --------------------------- John F. Barron
/s/ STANLEY S. DICKSON Director March 16, 1994 - --------------------------- Stanley S. Dickson
/s/ C. H. DISHMAN III Director March 16, 1994 - --------------------------- C. H. Dishman III
/s/ WALLACE H. DUNBAR Director March 16, 1994 - --------------------------- Wallace H. Dunbar
/s/ OWSLEY BROWN FRAZIER Director March 16, 1994 - --------------------------- Owsley Brown Frazier
/s/ GEORGE E. GANS III Director March 16, 1994 - --------------------------- George E. Gans III
Director March , 1994 - --------------------------- George N. Gill
Director March , 1994 - --------------------------- Frank B. Hower, Jr.
/s/ NANCY LAMPTON Director March 16, 1994 - --------------------------- Nancy Lampton
/s/ LEONARD E. LYLES Director March 16, 1994 - --------------------------- Leonard E. Lyles
/s/ MARTIN S. MARGULIS Director March 16, 1994 - --------------------------- Martin S. Margulis
/s/ JAMES W. MCDOWELL, JR. Director March 16, 1994 - --------------------------- James W. McDowell, Jr.
/s/ JOHN C. NICHOLS II Director March 16, 1994 - --------------------------- John C. Nichols II
/s/ GOUVERNEUR H. NIXON Director March 16, 1994 - --------------------------- Gouverneur H. Nixon
/s/ JOSEPH W. PHELPS Director March 16, 1994 - --------------------------- Joseph W. Phelps
/s/ CYRUS S. RADFORD, JR. Director March 16, 1994 - --------------------------- Cyrus S. Radford, Jr.
/s/ MAX L. SHAPIRA Director March 16, 1994 - --------------------------- Max L. Shapira
/s/ ROBERT L. TAYLOR Director March 16, 1994 - --------------------------- Robert L. Taylor EXHIBIT INDEX