Item 1. Business:
Community Banks, Inc. (Bank) is a bank holding company whose banking subsidiary is Community Banks, N.A. (CBNA) and whose non-banking subsidiaries are Community Banks Investments, Inc. (CBI) and Community Banks Life Insurance Company, Inc. (CBLIC).
The Bank conducts a full service commercial banking business and provides trust services in northern Dauphin County, Northumberland County, western Schuylkill County, and southern Luzerene County. The Bank currently has fifteen offices. There are 57 offices of commercial banks and savings and loan associations within its market area with which the Bank competes. Deposits of the Bank represent approximately 11% of the total deposits in the market area. The Bank has six offices in Dauphin County, two offices in Northumberland County, five offices in Schuylkill County, and two offices in Luzerne County.
Like other depository institutions, the Bank has been subjected to competition from brokerage firms, money market funds, consumer finance and credit card companies and other companies providing financial services and credit to consumers. As a result of federal legislation, regulatory restrictions previously imposed on the Bank with respect to establishing money market fund accounts have been eliminated and the Bank is now better able to compete with other financial institutions in its service area with respect to interest rates paid on time and savings deposits, service charges on deposit accounts and interest rates charged on loans.
During 1986 the Bank formed CBLIC to provide credit life insurance to its consumer credit borrowers. Total premiums earned were $396,000 for the year ended December 31, 1994. During 1985 the Bank formed CBI to make investments primarily in equity securities of other banks. Total assets of CBI at December 31, 1994 were $1,735,000.
The Bank has approximately 172 full and part-time employees and considers its employee relations to be satisfactory.
Community Banks, Inc. is registered as a bank holding company with the Board of Governors of the Federal Reserve System in accordance with the requirements of the Bank Holding Company Act of 1956. It is subject to regulation by the Federal Reserve Board and the Comptroller of the Currency.
In 1989, the Federal Reserve Board issued final risk-based capital guidelines for bank holding companies which were phased in through December 31, 1992. The intent of regulatory capital guidelines is to measure capital adequacy based upon the credit risk of various assets and off-balance sheet items. Risk categories, weighted at 0%, 20%, 50% and 100%, are specifically identified. The sum of the results of each such category is then related to the adjusted capital account of the Company. A minimum required capital ratio at December 31, 1994, was 8 percent. The Bank's December 31, 1994 ratio approximated 17%. Subsequently, in August 1990 the board announced approval of capital to total assets (leverage) guidelines. This minimum leverage ratio was set at 4% and would apply only to those banking organizations receiving a regulatory composite 1 rating. Most banking organizations will be required to maintain a leverage ratio ranging from 1 to 2 percentage points above the minimum standard. The Bank's leverage ratio at December 31, 1994, approximated 10.%. Risk-based capital requirements replace previous capital guidelines which established minimum primary and total capital requirements.
				 The following summarizes the Bank's capital adequacy position:
						 Required 			 Bank Regulatory Capital (in thousands) December 31, 1994 December 31, 1994
Risk-based capital $34,136 17.2% $15,877 8.0% Leverage ratio (tier 1 capital) 30,740 10.0% 12,296 4.0%
Statistical Data: 	 Pages 18 through 20 of the Community Banks, Inc. Annual report to stockholders dated December 31, 1994 contain information concerning:
Financial Highlights
Average Balances, Effective Interest Differential, and Interest Yields for the three years ended December 31, 1994.
Rate/Volume Analysis for the two years ended December 31, 1994.
	Appendix A attached to Part I contains information concerning:
Return on Equity and Assets for the five years ended December 31, 1994. 			 Amortized cost and Estimated Market Values of Investment Securities as of December 31, 1994, 1993, and 1992.
Maturity Distribution of Securities as of December 31, 1994 (Market Value).
Loan Account Composition as of December 31, 1994, 1993, 1992, 1991, and 1990.
Maturities and Sensitivity to Changes in Interest Rates for Commercial, Financial, and Agricultural Loans as of December 31, 1994.
Nonperforming Loans as of December 31, 1994, 1993, 1992, 1991, and 1990.
Loan Loss Experience for the five years ended December 31, 1994.
Loans Charged Off and Recovered for the five years ended December 31, 1994.
Allowance for Loan Losses as of December 31, 1994, 1993, 1992, 1991, and 1990.
Maturity Distribution of Time Deposits over $100,000 as of December 31, 1994.
Interest Rate Sensitivity as of December 31, 1994.
Item 2.

Item 2. Properties:
	 The Bank owns no real property except through its subsidiary bank, CBNA which owns the following buildings: 150 Market Street, Millersburg, Pennsylvania (its corporate headquarters); 13-23 South Market Street, Elizabethville, Pennsylvania; 3679 Peters Mountain Road, Halifax, Pennsylvania; 906 N. River Road, Halifax, Pennsylvania; 800 Peters Mountain Road, Dauphin, Pennsylvania; Main and Market Streets, Lykens, Pennsylvania; Route 209, Porter Township, Schuylkill County, Pennsylvania; 29 E. Main Street, Tremont, Schuylkill County, Pennsylvania; Second and Carroll Streets, St. Clair, Schuylkill County, Pennsylvania; R.D. 3, Mill Creek Manor, Pottsville, Schuylkill County, Pennsylvania; 300 East Independence Street, Shamokin, Northumberland County, Pennsylvania; Route 61, R.D. 1, Orwigsburg, Schuylkill County, Pennsylvania; One South Arch Street, Milton, Northumberland County, Pennsylvania; 4 West Broad Street, Hazleton, Luzerne County, Pennsylvania; and Route 93, Conyngham, Luzerne County, Pennsylvania. In addition thereto, CBNA leases an office on Main Street, Pillow, Pennsylvania, pursuant to a lease which, with renewal options, will extend to the year 2008. From time to time, the subsidiary bank also acquires real estate by virtue of foreclosure proceedings, which real estate is disposed of in the usual and ordinary course of business as expeditiously as is prudently possible.
All the buildings used by the Bank are free-standing and are used exclusively for banking purposes with the exception of offices and retail space rented at the St. Clair and Milton locations.
Item 3.

Item 3. Legal Proceedings:
There are no material pending legal actions, other than routine litigation incidental to the business of the Bank, to which the Bank is a party.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders:
No matters were submitted to a vote of security holders during the fourth quarter of 1994.

								 APPENDIX A 								 Continued
				 INTEREST RATE SENSITIVITY
	 The excess of interest-earning assets over interest-bearing liabilities which are expected to mature or reprice within a given period is commonly referred to as the "GAP" for that period. For an institution with a negative GAP, the amount of income earned on its assets fluctuates less than the cost of its liabilities in response to changes in the prevailing rates of interest during the period. Accordingly, in a period of decreasing interest rates, institutions with a negative GAP will experience a smaller decrease in the yield on their assets than in the cost of their liabilities. Conversely, in a period of rising interest rates, institutions with a negative GAP face a smaller increase in the yield on their assets than in the cost of their liabilities. A decreasing interest rate environment is favorable to institutions with a negative GAP because more of their liabilities than their assets adjust during the period and, accordingly, the decrease in the cost of their liabilities is greater than the decrease in the yield on their assets.
	 The negative GAP between the Bank's interest-earning assets and interest-bearing liabilities maturing or repricing within one year approximated 10.3% of total assets at December 31, 1994.
	 Significant maturity/repricing assumptions include the presentation of all savings and NOW accounts as being 100% interest rate sensitive. Equity securities are reflected in the shortest time interval. Assumed paydowns on mortgage-backed securities and loans have also been included in all time intervals.
	 The following table sets forth the scheduled repricing or maturity of the Bank's interest-earning assets and interest-bearing liabilities at December 31, 1994.
					 PART II
Item 5.

Item 5. Market for Registrant's Common Stock and 	 Related Stockholder Matters:
	 Incorporated by reference is the information appearing under the heading "Market for the Holding Company's Common Stock and Related Securities Holder Matters" on page 3 of the Annual Report to Stockholders for the year ended December 31, 1994 (hereafter referred to as the "Annual Report").
Item 6.

Item 6. Selected Financial Data:
	 Incorporated by reference is the information appearing under the heading "Financial Highlights" on page 18 of the Annual Report.
Item 7.

Item 7. Management's Discussion and Analysis of Financial 	 Condition and Results of Operations:
	 Incorporated by reference is the information appearing under the headings "Rate/Volume Analysis"; "Average Balances, Effective Interest Differential and Interest Yields"; and "Management's Discussion of Financial Condition and Results of Operations" on pages 19 through 23 of the Annual Report.
Item 8.

Item 8. Financial Statements and Supplementary Data:
	 The consolidated financial statements, together with the report thereon of Coopers & Lybrand L.L.P. dated January 15, 1995, are incorporated by reference to pages 6 through 18 of the Annual Report.
Item 9.

Item 9. Disagreements on Accounting and Financial Disclosures:
	 None.
					 PART III
Item 10.

Item 10. Directors and Executive Officers of the Registrant:
	 The following table sets forth the name and age of each director of Community Banks, Inc. as well as the director's business experience, including occupation for the past 5 years, the period during which he has served as a director of the Bank, or its wholly-owned subsidiary, Community Banks, N.A. (Formerly Upper Dauphin National Bank), and the number and percentage of outstanding shares of Common Stock of the Bank beneficially owned by said directors as of December 31, 1994.
Compliance with Section 16(a) of Securities Exchange Act
	 In 1994, to the knowledge of CBI, all directors filed on a timely basis reports required by the Securities Exchange Commission.
	 None of the directors or nominee directors are directors of other companies with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

Item 11.

Item 11. Executive Compensation: 	 	 Information regarding executive compensation is omitted from this report as the holding company has filed a definitive proxy statement for its annual meeting of shareholders to be held May 2, 1995; and the information included therein with respect to this item is incorporated herein by reference.
Pension Plan:
	 The Bank maintains a pension plan for its employees. An employee becomes a participant in the pension plan on January 1 or July 1 after completion of one year of service (12 continuous months) and attainment of the age 21 years. The cost of the pension is actuarially determined and paid by the Bank. The amount of monthly pension is equal to 1.15% of average monthly pay up to $650, plus .60% of average monthly pay in excess of $650, multiplied by the number of years of service completed by an employee. Average
monthly pay is based upon the 5 consecutive plan years of highest pay preceding retirement. The maximum amount of annual compensation used in determining retirement benefits is $150,000. A participant is eligible for early retirement after attainment of the age of 60 years and the completion of 5 years of service. The early retirement benefit is the actuarial equivalent of the pension accrued to the date of early retirement. Thomas L. Miller and Ernest L. Lowe have been credited with 36 and 10 years of service, respectively, under the pension plan as of December 31, 1994. The amounts shown on the following table assume an annual retirement benefit for an employee who chose a straight-line annuity and who is presently 50 years old and who will retire at the age of 65 years.
	 Directors' Compensation:
	 Each director of CBI is paid a quarterly fee of $600.00. In addition, each outside director receives a fee of $200.00 for attendance at the regular quarterly meetings of the Board of Directors of CBI. Each director who is not an executive officer also receives $150 for attendance at each committee meeting of CBI.
Item 12.

Item 12. Security Ownership of Certain Beneficial 	 Owners and Management:
	 Refer to Item 10 on pages 13 through 16.
Item 13.

Item 13. Certain Relationships and Related Transactions:
	 (a) Transactions with Management and Others
	 Incorporated by reference is the information appearing in Note 12 (Related Parties) of Notes to Consolidated Financial Statements on page 14 of the Annual Report.
	 (b) Certain Business Relationships
	 Allen Shaffer, a director of the Bank, is an attorney practicing in Harrisburg and Millersburg, Pennsylvania, who has been retained in the last two fiscal years by the Bank and who the Bank proposes to retain in the current fiscal year. James A. Ulsh, a director of the Bank, is a shareholder/employee of the law firm of Mette, Evans & Woodside, Harrisburg, Pennsylvania, which the Bank has retained in the last two fiscal years and proposes to retain in the current fiscal year.
	 All loans to directors and their business affiliates, executive officers and their immediate families were made by the subsidiary bank in the ordinary course of business, at the subsidiary bank's normal credit terms, including interest rates and collateralization prevailing at the time for comparable transactions with other non-related persons, and do not represent more than a normal risk of collection. 						 PART IV
Item 14.

Item 14. Exhibits, Financial Statements Schedules and 	 Reports on Form 8-K: 								Reference (page) 								 Annual 							 Form Report to 							 10-K Shareholders (a) (1) Consolidated Financial Statements 	 Report of Independent Public 	 Accountants -- 18
	 Balance Sheets as of December 31, 1994 	 and 1993 -- 6
	 Statements of Income for each of the three years 	 ended December 31, 1994 -- 7
	 Statements of Changes in Stockholders' 	 Equity for each of the three years ended 	 December 31, 1994 -- 8
	 Statements of Cash Flows for each of the three 	 years ended December 31, 1994 -- 8
	 	 Notes to Financial Statements -- 9-17
	 All other schedules are omitted since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule.
(3) Exhibits
	 (3) Articles of Incorporation and By-Laws. Incorporated Registration by reference to the Proxy Statements dated April 14, 1987 and April 12, 1988 and Amendment 2 to Form S-2 dated May 13, 1987.
	 (13) Portions of the Annual Report to Security Holders incorporated by within this document.
	 (21) Subsidiaries of the Registrant (see Item 1, pages 2 and 3).
(b) The registrant did not file on Form 8-K during the Fourth quarter of the Fiscal year ended December 31, 1994.
			 CONSENT OF INDEPENDENT ACCOUNTANTS 	 	 	 We consent to the incorporation by reference in the registration statements of Community Banks, Inc. on Form S-8 (File No. 0-15786 and File No. 33-24908) of our report, dated January 13, 1995 on our audits of the consolidated financial statements of Community Banks, Inc. as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993, and 1992, which report is incorporated by reference in this Annual Report on Form 10-K. 	 	 						 Signature 						 						 /S/ Coopers & Lybrand L.L.P.
	 	 	 	 One South Market Square 	 Harrisburg, Pennsylvania 	 March 22, 1995
		 			 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. 			 			 Community Banks, Inc. 										 		 By:/S/__Thomas L. Miller_____ 			 (Thomas L. Miller) 				 Chairman 			 Chief Executive Officer 			 and Director
Date: March 17, 1995
	 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.
Signature Title Date
/S/ Terry L. Burrows Ex. Vice President and 3/17/95 (Terry L. Burrows) Principal Financial Officer
/S/ Ronald E. Boyer Director 3/17/95 (Ronald E. Boyer)
/S/ Samuel E. Cooper Director 3/17/95 (Samuel E. Cooper)
/S/ Kenneth L. Deibler Director 3/17/95 (Kenneth L. Deibler)
/S/ Ray N.Leidich Director 3/17/95 (Ray N. Leidich)
/S/ Ernest L. Lowe Director 3/17/95 (Ernest L. Lowe)
/S/ Donald L. Miller Director 3/17/95 (Donald L. Miller)
/S/ Robert W. Rissinger_ Director 3/17/95 (Robert W. Rissinger)
/S/ Allen Shaffer _ Director 3/17/95 (Allen Shaffer)
/S/ William C. Troutman Director 3/17/95 (William C. Troutman)
/S/ James A. Ulsh _ Director 3/17/95 (James A. Ulsh)


Item 1. Business.
Old Kent Financial Corporation ("Old Kent") is a bank holding company with its headquarters in Grand Rapids, Michigan. As of December 31, 1994, Old Kent owned directly and indirectly all of the stock of 17 commercial banks and 6 operating nonbank subsidiaries that had their principal offices in various cities in Michigan and Illinois. As of December 31, 1994, Old Kent Bank and Trust Company ("OKB-MI"), which is headquartered in Grand Rapids, Michigan, was Old Kent's largest subsidiary. On January 1, 1995, Old Kent consolidated 15 of its bank subsidiaries, all of which were Michigan banks, into a single bank that operates under the name "Old Kent Bank."
Old Kent's business is concentrated in a single industry segment--commercial banking. Old Kent's subsidiaries offer a wide range of commercial banking and fiduciary services. These include accepting deposits, commercial lending, consumer financing, real estate and lease financing, equipment leasing, bank credit cards, debit cards, safe deposit facilities, automated transaction machine services, cash management, electronic banking services, money transfer services, international banking services, corporate and personal trust services, personal investment and securities brokerage services, credit life insurance and other banking services.
The principal markets for these financial services are the Michigan and Illinois communities in which Old Kent subsidiaries are located and the areas immediately surrounding those communities. As of December 31, 1994, Old Kent and its subsidiaries served these markets through 207 full service banking offices located in and around those communities.
As of December 31, 1994, OKB-MI accounted for 41% of total deposits and 42% of total loans of Old Kent and its subsidiaries on a consolidated basis. At December 31, 1994, OKB-MI had assets of $4.6 billion, representing 42% of Old Kent's consolidated assets. Old Kent's 16 other subsidiary banks ranged in size from $78 million to $1.9 billion in total assets as of December 31, 1994. On a pro forma basis giving effect to the consolidation of the Michigan banks, at December 31, 1994, OKB-MI would have accounted for 81% of total deposits and 83% of total loans of Old Kent and its subsidiaries on a consolidated basis, with assets of $8.7 billion.
The principal source of revenues for Old Kent is interest and fees on loans, which accounted for 54.5% of total revenues in 1994, 49.7% in 1993, and 53.5% in 1992. Interest on securities is also a significant source of revenue, accounting for 25.8% of total revenues in 1994, 28.9% in 1993, and 29.7% in 1992.
Old Kent has had no foreign loans at any time during the last five years. The foreign activities of Old Kent primarily involve time
deposits with banks and placements for domestic customers of the banks. These activities did not significantly impact Old Kent's financial condition or results of operations. More detailed information concerning these foreign activities is contained in the statistical information that appears below.
OKB-MI's subsidiary, Old Kent Mortgage Company, originates residential mortgages through its offices located in Grand Rapids, suburban Chicago, Illinois, Central and Southern Florida, Minnesota, Ohio and Texas. On March 1, 1994, this subsidiary acquired Princeton Financial Corp. headquartered in Orlando with 12 other Florida offices. The acquisition was treated as a purchase for accounting purposes and, accordingly, results of operations of Princeton Financial Corp. subsidiaries are included from the date of purchase. At December 31, 1993, Princeton had assets of $65.6 million and stockholders' equity of $5.4 million. Old Kent Mortgage Company conducts a traditional retail and wholesale mortgage banking business in one- to four-family residential mortgage loans. Substantially all mortgage production is sold into the secondary market with servicing retained. Mortgage servicing for all of Old Kent's subsidiaries and independent investors is performed by OKB-MI's subsidiary, Old Kent Mortgage Services, Inc.
Effective May 2, 1994, Old Kent acquired EdgeMark Financial Corporation ("EdgeMark"), a bank holding company located in Chicago, Illinois. The acquisition was effected by a merger of EdgeMark with and into Old Kent - Illinois, Inc., a wholly owned subsidiary of Old Kent. The acquisition was treated as a purchase for accounting purposes and, accordingly, results of operations of EdgeMark subsidiaries are included from the date of purchase. At the effective date, EdgeMark had, on a consolidated basis, assets totaling approximately $522 million and deposits of approximately $456 million. EdgeMark stockholders received 1,917,566 shares of common stock of Old Kent. EdgeMark owned all the stock of five commercial banks located in Chicago, Countryside, Lombard, Lockport, and Rosemont, Illinois, that operated eight banking offices in six Illinois communities. The principal market for the financial services offered by EdgeMark and its subsidiaries was downtown Chicago and the surrounding metropolitan area. As described below, EdgeMark's subsidiary banks in Chicago, Lombard and Rosemont were consolidated with Old Kent Bank (Illinois) in October, 1994.
On October 14, 1994, Old Kent consolidated four of its six Illinois bank subsidiaries into a single bank, Old Kent Bank ("OKB-IL"), under the name "Old Kent Bank." OKB-IL has 26 branches primarily serving Cook, DuPage and Kane Counties. At December 31, 1994, the consolidated bank had assets of $1.9 billion, deposits of $1.5 billion and a total loan portfolio of $0.9 billion.
Effective February 1, 1995, Old Kent acquired First National Bank Corp. ("FNBC"), a bank holding company located in Clinton Township, Michigan. The acquisition was effected by a merger of FNBC with and into Old Kent. This transaction will be accounted for as a "pooling-of- interests." At December 31, 1994, FNBC had, on a consolidated basis, assets totaling approximately $531 million and deposits of approximately
$472 million. FNBC stockholders received approximately 2,636,817 shares of common stock of Old Kent. FNBC owned all the stock of First National Bank in Macomb County, a national banking association ("First National"), that operates 15 banking offices in Macomb County, Michigan. The principal market for the financial services offered by FNBC and First National was Macomb County, Michigan, and the communities within Macomb County.
The business of banking is highly competitive. In addition to competition from other commercial banks, banks face significant competition from nonbank financial institutions. Savings associations compete aggressively with commercial banks for deposits and loans. Credit unions and finance companies are significant factors in the consumer loan market. Insurance companies, investment firms and retailers are significant competitors for some types of business. Banks compete for deposits with a broad spectrum of other types of investments such as mutual funds, debt securities of corporations and debt securities of the federal government, state governments and their respective agencies. The principal methods of competition for financial services are price (interest rates paid on deposits, interest rates charged on borrowings and fees charged for services) and service (convenience and quality of services rendered to customers).
Banks and bank holding companies are extensively regulated. Other than First National, Old Kent's subsidiary banks are chartered under state law and are supervised and regulated by the Federal Deposit Insurance Corporation ("FDIC") and either the Financial Institutions Bureau of the State of Michigan or the Commissioner of Banks and Trust Companies of the State of Illinois. First National is a national banking association chartered under federal law and is supervised, examined and regulated by the United States Office of the Comptroller of the Currency. Some of the banks are members of the Federal Reserve System and are supervised, examined and regulated by the Federal Reserve System. Deposits of all of the banks are insured by the FDIC to the extent provided by law.
Federal and state laws which govern banks significantly limit their business activities in a number of respects. Prior approval of the Board of Governors of the Federal Reserve System ("Federal Reserve Board"), and in some cases various other governing agencies, is required for Old Kent to acquire control of any additional banks. The business activities of Old Kent and its subsidiaries are limited to banking and other activities closely related to banking.
Old Kent is a legal entity separate and distinct from its subsidiary banks and other subsidiaries. Transactions between Old Kent's subsidiary banks are significantly restricted. There are legal limitations on the extent to which Old Kent's subsidiary banks can lend or otherwise supply funds to Old Kent or certain of its affiliates. In addition, payment of dividends to Old Kent by subsidiary banks is subject to various state and federal regulatory limitations.
Federal law contains a "cross-guarantee" provision which could result in insured depository institutions owned by Old Kent being assessed
for losses incurred by the FDIC in connection with assistance provided to, or the failure of, any other insured depository institution owned by Old Kent. Under Federal Reserve Board policy, Old Kent is expected to act as a source of financial strength to each subsidiary bank and to commit resources to support each subsidiary bank. Under federal law, the FDIC also has authority to impose special assessments on insured depository institutions to repay FDIC borrowings from the United States Treasury or other sources and to establish semiannual assessment rates on Bank Insurance Fund ("BIF") member banks to maintain the BIF at the designated reserve ratio required by law.
Recently the FDIC has proposed a substantial reduction in assessment rates on deposits covered by the BIF. The amount and timing of that reduction is uncertain, but a reduction is not, in any event, expected to occur before the fourth quarter of 1995. If the proposal is adopted and implemented as announced, the lowering of assessment rates on Old Kent's subsidiary bank deposits covered by the BIF may have a favorable effect on Old Kent's results of operations. As a result of acquisitions, Old Kent subsidiaries also have some deposits insured under the FDIC's Savings Association Insurance Fund ("SAIF"). The FDIC does not presently propose to reduce assessment rates on SAIF insured deposits.
Banks are subject to a number of federal and state laws and regulations which have a material impact on their business. These include, among others, state usury laws, state laws relating to fiduciaries, the Truth In Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Expedited Funds Availability Act, the Community Reinvestment Act, electronic funds transfer laws, redlining laws, antitrust laws, environmental laws and privacy laws. The instruments of monetary policy of authorities such as the Federal Reserve Board may influence the growth and distribution of bank loans, investments and deposits, and may also affect interest rates on loans and deposits. These policies may have a significant effect on the operating results of banks.
The nature of the business of Old Kent's subsidiaries is such that they hold title, on a temporary or permanent basis, to a number of parcels of real property. These include property owned for branch offices and other business purposes as well as properties taken in or in lieu of foreclosure to satisfy loans in default. Under current state and federal laws, present and past owners of real property are exposed to liability for the cost of clean up of contamination on or originating from those properties, even if they are wholly innocent of the actions that caused the contamination. These liabilities can be material and can exceed the value of the contaminated property.
Currently, Old Kent is authorized to acquire subsidiary banks in any state in which state laws permit such acquisitions. Out-of-state bank holding companies in any state are permitted to acquire banks located in Michigan and Illinois if the laws of the state in which the out-of-state bank holding company is located authorize a bank holding company located in Michigan or Illinois to acquire ownership of banks in that state on a reciprocal basis. Under the recent Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 ("IBBEA"), a bank holding company may, after September 29, 1995, make certain interstate acquisitions even if state law would otherwise prohibit it. Starting June 1, 1997, IBBEA permits a bank in one state to acquire an out-of-state bank unless one of the states has enacted legislation prohibiting interstate bank acquisitions. IBBEA also permits a bank to establish a de novo branch in another state if the state has a law expressly permitting all out-of-state banks to establish de novo branches in that state.
In the aggregate, Old Kent and its subsidiaries had 4,998 employees (on a full time equivalent basis) at December 31, 1994. Old Kent and its subsidiaries are equal opportunity employers whose affirmative action programs comply with applicable federal laws and executive orders.
The statistical information on the following pages further describes certain aspects of the business of Old Kent. Additional statistical information describing the business of Old Kent appears in Management's Discussion and Analysis of Financial Condition and Results of Operations incorporated by reference in Item 7 and the Selected Financial Data incorporated by reference in Item 6.
Investment Portfolio
The following table shows, by class of maturities as of December 31, 1994, the amounts and weighted average yields of securities held-to-maturity and securities available-for-sale on the basis of amortized cost:
Loan Portfolio
The following table shows the maturity of loans (excluding residential mortgages of 1-4 family residences, consumer loans, credit card loans, and lease financing) outstanding at December 31, 1994. Also provided are the amounts due after one year classified according to their sensitivity to changes in interest rates.
Loan Portfolio (continued)
Foreign Outstandings: A summary of significant foreign outstandings for the three years ended December 31, 1994, is as follows:
Deposits The daily average amounts of deposits and rates paid on such deposits for the periods indicated are:
The time remaining until maturity of time deposits (all of which are time certificates of deposit) of $100,000 or more at December 31, 1994, is as follows:
Time deposits in the foreign office are all in amounts of $100,000 or more.
Short-Term Borrowed Funds
Short-term borrowed funds consist of federal funds purchased and securities sold under agreements to repurchase, bank notes, and treasury tax and loan demand notes. The following amounts and rates applied during the last three years:
Item 2.

Item 2. Properties.
The executive offices of Old Kent and the main office of OKB-MI are located in an office complex in downtown Grand Rapids, Michigan. This complex consists of two interconnected buildings, including a 10-story office building. Approximately 65% of the 281,000 square feet of space in the complex is occupied by Old Kent and OKB-MI. The balance is leased to others for terms of varying lengths.
Old Kent's operations center is housed in two buildings located near Grand Rapids. The two buildings, which have a total of 340,000 square feet, are owned by OKB-MI.
Old Kent's subsidiary banks conducted business from a total of 207 full service banking offices as of December 31, 1994. Of the full service banking offices, 157 are owned by the banks or their subsidiaries, and 50 are leased from various independent parties for various lease terms.
Item 3.

Item 3. Legal Proceedings.
Old Kent's subsidiaries are parties, as plaintiff or defendant, to a number of legal proceedings. Except as described below, all of these proceedings are considered to be ordinary routine litigation incidental to their business, and none is considered to be a material pending legal proceeding.
Old Kent and its subsidiary, OKB-MI, are named, among other defendants, in a lawsuit filed by Grow Group, Inc. ("Grow"), presently pending in the United States District Court for the Southern District of New York. Principal defendants in this case include Perrigo Company ("Perrigo"), Michael J. Jandernoa (Chairman of the Board and Chief Executive Officer of Perrigo, and presently a director of Old Kent) and certain other persons who are believed to have been directors and officers of Perrigo (the "Non-bank Defendants"), as well as Old Kent, OKB-MI, and National Bank of Detroit ("NBD"; now NBD Bank), with which OKB-MI participated in the financing arrangement that is in part the subject of the case.
The case was initiated on April 13, 1994, with the filing of a "Summons With Notice" in the Supreme Court, State of New York, County of New York. However, Old Kent was not then served with process or notice of the case. The case was subsequently removed to Federal Court where a complaint was filed on March 1, 1995.
In 1988, OKB-MI participated in a credit facility which partially financed the purchase of all of the stock of Perrigo from Grow by the Non- bank Defendants in the case. Grow now alleges that NBD and OKB-MI conspired with and aided and abetted the Non-bank Defendants in certain breaches of duties, fraud, and usurpation of corporate opportunity; misappropriated and used confidential and proprietary information for their own benefit; and breached a relationship of trust and confidence with Grow. Grow demands judgment against the defendants, jointly and severally, for
damages in an unspecified but apparently material amount, profits and benefits accruing to the defendants as a result of the alleged wrongful acts, punitive damages, interest and costs.
Discovery proceedings in this case have not yet been commenced. Accordingly, Old Kent presently has only limited information available to make an informed assessment of the materiality of the claims. However, based on the limited information presently available, Old Kent has no reason to believe that there is a basis for a meritorious claim against it in this case and intends to oppose the action vigorously.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Supplemental Item. Executive Officers of the Registrant.
Old Kent's executive officers are appointed annually by, and serve at the pleasure of, the Old Kent board of directors. Biographical information concerning executive officers who are not directors or nominated for election to the board of directors is presented below:
Martin J. Allen, Jr. (age 58) has been secretary of Old Kent since 1986 and a senior vice president of Old Kent since 1985. Prior to that, he served Old Kent in various other executive capacities. Mr. Allen is also a member of Old Kent's Management Committee.
David A. Dams (age 42) has been an executive vice president of OKB-MI since 1986. Prior to that, he served Old Kent in various other executive capacities. Mr. Dams is also a member of Old Kent's Management Committee and a director of Old Kent Financial Life Insurance Company, an Old Kent subsidiary.
E. Philip Farley (age 55) has been an executive vice president of OKB-MI since 1987. Prior to that, he served Old Kent in various other executive capacities. Mr. Farley is also a member of Old Kent's Management Committee.
Ralph W. Garlick (age 58) has been an executive vice president-senior credit officer of Old Kent since 1989. He was an executive vice president of OKB-MI from 1984 until 1989. Prior to that, he served Old Kent in various other executive capacities. Mr. Garlick is also President-Metro Detroit (since February, 1995) and a member of Old Kent's Management Committee.
Richard L. Haug (age 55) has been a senior vice president and general auditor of Old Kent since 1986.
Charles W. Jennings, Jr. (age 55) has been a senior vice president of human resources of Old Kent since 1984. Prior to
that, he served Old Kent in various other executive capacities. Mr. Jennings is also a member of Old Kent's Management Committee.
Kevin T. Kabat (age 38) has been an executive vice president of Old Kent since February 1995. He was senior vice president and manager of corporate operations and technology of Old Kent from 1993 until 1995, senior vice president and manager of corporate operations from 1990 until 1993, and a vice president and director of human resources of OKB-MI from 1986 until 1990. Prior to that, he served Old Kent in various other executive capacities. Mr. Kabat is also a member of Old Kent's Management Committee.
David L. Kerstein (age 51) became an executive vice president, retail banking, of Old Kent and OKB-MI in 1992. Prior to that, he was a senior vice president of Bank One (Texas), a bank, from 1990 until 1992, and a senior vice president of Citibank FSB (Chicago), a bank, from 1987 until 1990. Mr. Kerstein is also a member of Old Kent's Management Committee.
Leigh I. Sherman (age 46) has been a senior vice president and marketing director of Old Kent since 1989. He was formerly a senior vice president and marketing director of American Security Bank, a bank, for over 5 years. Mr. Sherman is also a member of Old Kent's Management Committee.
Robert H. Warrington (age 47) has been president of Old Kent Mortgage Company, an indirect subsidiary of Old Kent, since 1993. He was a senior vice president of OKB-MI from 1988 until 1993. Prior to that, he served Old Kent in various other executive capacities. Mr. Warrington is also a director of Old Kent Mortgage Company, president and a director of Old Kent Mortgage Services, Inc., and a member of Old Kent's Management Committee.
Thomas D. Wisnom (age 56) has been an executive vice president of Old Kent since 1985. Prior to that, he served Old Kent in various other executive capacities. Mr. Wisnom is also a member of Old Kent's Management Committee.
Richard W. Wroten (age 42) has been an executive vice president and chief financial officer of Old Kent since September 1991. From 1989 until 1991 he was an executive vice president and chief financial officer of First City Bancorporation of Texas, Inc., a bank holding company, and chief financial officer and a director of First City, Texas-Houston N.A., a commercial
bank.1 Until 1989, Mr. Wroten was a partner of Arthur Andersen & Co., an accounting firm. Mr. Wroten is also a member of Old Kent's Management Committee and a director of Old Kent Financial Life Insurance Company and Old Kent Mortgage Company, both of which are Old Kent subsidiaries. __________________________
1 On October 30, 1992, over a year after Mr. Wroten joined Old Kent, First City, Texas-Houston N.A. was placed in Federal Deposit Insurance Corporation receivership by bank regulators, and an involuntary, but uncontested, petition was filed placing First City Bancorporation of Texas, Inc., into a proceeding under Chapter 11 of the Federal Bankruptcy Code.
PART II
Item 5.

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters.
The information under the caption "Cash Dividends" on pages 37 and 38 and under the captions "Old Kent Common Stock" and "Two-Year Range of Common Stock Prices" on page 71 of Old Kent's annual report to shareholders for the year ended December 31, 1994, is here incorporated by reference.
Item 6.

Item 6. Selected Financial Data.
The information under the caption "Five Year Summary of Selected Financial Data" on page 20 of Old Kent's annual report to shareholders for the year ended December 31, 1994, is here incorporated by reference.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The information under the caption "Financial Review" on pages 21 through 47 of Old Kent's annual report to shareholders for the year ended December 31, 1994, is here incorporated by reference.
Item 8.

Item 8. Financial Statements and Supplementary Data.
The financial statements, notes and the report of independent public accountants on pages 51 through 70 of Old Kent's annual report to shareholders for the year ended December 31, 1994, are here incorporated by reference.
The information under the caption "Quarterly Financial Data" on page 48 of Old Kent's annual report to shareholders for the year ended December 31, 1994, is here incorporated by reference.
Item 9.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
PART III
Item 10.

Item 10. Directors and Executive Officers of the Registrant.
The information set forth under the captions "Board of Directors" and "Compliance with Section 16(a) of the Exchange Act" in Old Kent's definitive Proxy Statement for its April 17, 1995, annual meeting of shareholders is here incorporated by reference.
Item 11.

Item 11. Executive Compensation.
The information set forth under the captions "Compensation of Executive Officers and Directors," "Executive Severance Agreements" and "Compensation of Directors" in Old Kent's definitive Proxy Statement for its April 17, 1995, annual meeting of shareholders is here incorporated by reference.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information set forth under the caption "Voting Securities" in Old Kent's definitive Proxy Statement for its April 17, 1995, annual meeting of shareholders is here incorporated by reference.
Item 13.

Item 13. Certain Relationships and Related Transactions.
The information set forth under the caption "Certain Relationships and Related Transactions" in Old Kent's definitive Proxy Statement for its April 17, 1995, annual meeting of shareholders is here incorporated by reference.
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) (1) Financial Statements. The following financial statements and report of independent public accountants of Old Kent Financial Corporation and its subsidiaries are filed as part of this report:
Report of Independent Public Accountants dated January 16, Consolidated Balance Sheets--December 31, 1994 and 1993 Consolidated Statements of Income for each of the three years in the period ended December 31, 1994 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 1994 Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 1994 Notes to Consolidated Financial Statements
The financial statements, the notes to financial statements, and the report of independent public accountants listed above are set forth in Item 8 of this report.
(2) Financial Statement Schedules. Not applicable.
(3) Exhibits. The following exhibits are filed as part of this report:
Old Kent will furnish a copy of any exhibit listed above to any shareholder of the registrant without charge upon written request to Mr. Martin J. Allen, Jr., Secretary, Old Kent Financial Corporation, One Vandenberg Center, Grand Rapids, Michigan 49503.
(b) Reports on Form 8-K.
Old Kent filed no Current Reports on Form 8-K during the last quarter of the period covered by this report.
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.
OLD KENT FINANCIAL CORPORATION (Registrant)
Date: March 29, 1995 By /s/ Richard W. Wroten Richard W. Wroten Executive Vice President and Chief Financial Officer (Duly authorized signatory for the Registrant and Principal Financial and Accounting 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 indicated.
March 29, 1995 /s/ John M. Bissell* John M. Bissell Director
March 29, 1995 /s/ John D. Boyles* John D. Boyles Director
March 29, 1995 /s/ John C. Canepa* John C. Canepa Chairman of the Board and Director
March __, 1995 __________________________________ Richard M. DeVos, Jr. Director
March 29, 1995 /s/ Earl D. Holton* Earl D. Holton Director
March 29, 1995 /s/ Michael J. Jandernoa* Michael J. Jandernoa Director
March 29, 1995 /s/ John P. Keller* John P. Keller Director
March 29, 1995 /s/ Jerry K. Myers* Jerry K. Myers Director
March 29, 1995 /s/ William U. Parfet* William U. Parfet Director
March 29, 1995 /s/ Percy A. Pierre* Percy A. Pierre Director
March 29, 1995 /s/ Robert L. Sadler* Robert L. Sadler Vice Chairman of the Board and Director
March 29, 1995 /s/ Peter F. Secchia* Peter F. Secchia Director
March 29, 1995 /s/ B. P. Sherwood, III* B. P. Sherwood, III Vice Chairman of the Board, Treasurer, and Director
March 29, 1995 /s/ David J. Wagner* David J. Wagner President and Chief Executive Officer, and Director (Principal Executive Officer)
*By /s/ Richard W. Wroten Richard W. Wroten Attorney-in-Fact


ITEM 1. BUSINESS
GENERAL DEVELOPMENT OF BUSINESS Bassett Furniture Industries, Incorporated was incorporated under the laws of the Commonwealth of Virginia in 1930. The executive offices are located in Bassett, Virginia.
Capital expenditures totaled $10 million in 1994. Major projects included new material handling systems in two Wood Products plants. These "rough-end" systems are designed to improve lumber yield and labor efficiency.
There have been no material changes in the mode of conducting business in the fiscal year beginning December 1, 1993.
INDUSTRY SEGMENT
In accordance with the instructions for this item, Bassett Furniture Industries, Incorporated and its subsidiaries, all of which are wholly-owned (Company), is deemed to have been engaged in only one business segment, manufacture and sale of furniture, for the three years ended November 30, 1994.
DESCRIPTION OF BUSINESS
The Company manufactures and sells a full line of furniture for the home: bedroom and dining suites and accent pieces; occasional tables, wall and entertainment units; upholstered sofas, chairs and love seats (motion and stationary); recliners; and mattresses and box springs. The Company's products are distributed through a large number of retailers, principally in the United States. The retailers selling the Company's products include mass merchandisers, department stores, independent furniture stores, chain furniture stores, decorator showrooms, warehouse showrooms, specialty stores and rent-to-own stores.
Because of the dramatic changes that have taken place in recent years in the retail home furnishings distribution network, including consolidation and elimination of many small retail stores, Bassett developed the Bassett Gallery Program. At November 30, 1994, 256 galleries are operational with 33 more being added.
In October of 1994, the Company announced a new program that was developed in conjunction with several of the Bassett Gallery retail dealers. The new concept is called The Bassett Direct Plus Dealership Program. A Bassett Direct Plus Dealership is a free standing exclusive Bassett store, between 15,000 and 20,000 square feet, which displays in gallerized settings all Bassett product groups. The cornerstone of this program is the alliance between Bassett and the retail dealer designed to create the closest possible working relationship between the two. This is accomplished by the use of the very latest computer technologies such as EDI and BassNet, which are part of a streamlined management system for the retail dealer.
In 1994, the Company became the first furniture manufacturer to take advantage of the "Information Superhighway" through the Company's new Electronic Showroom on CompuServe (the nation's largest computer information service). Consumers have the ability to tour the on-line showroom, learn about the Page 3 of 24
Company and its products and, at their request, be referred to the Bassett retail dealer nearest them.
In addition, in 1994 the Company signed three licensing agreements: Bassett Divisions for the "Bassett - J.G. Hook Home Fashions Collection"; National/Mt. Airy Division for the "Carson Prairie Collection"; and Weiman Division for designs by the Japanese designer, Yoshiharu Hatano.
Raw materials used by the Company are generally available from numerous sources and are obtained principally from domestic sources. The cost pressures on lumber and lumber related products (which increased significantly in 1993) eased off somewhat in 1994; however, cost increases in other raw materials were experienced in 1994. Further, it continued to be very difficult to pass through the incurred cost increases to retail dealers in the form of increased sales prices.
The Company's trademark "Bassett" and the names of its marketing divisions and product collections are significant to the conduct of its business. This importance is due to consumer recognition of the names and identification with the Company's broad range of products. The Company owns certain patents and licenses that are important in the conduct of the Company's business.
The furniture industry is not considered to be a seasonal industry.
There are no special practices in the furniture industry, or applicable to the Company, that would have a significant effect on working capital items.
The Company is not dependent upon a single customer, the loss of which would have a material adverse effect on the Company. Sales to one customer (J. C. Penney Company) amounted to approximately 13% of gross sales in 1994, 12% in 1993 and 13% in 1992.
The Company's backlog of orders believed to be firm was $66,500,000 at November 30, 1994 and $67,400,000 at November 30, 1993. It is expected that the November 30, 1994 backlog will be filled within the 1995 fiscal year.
None of the Company's business involves government contracts.
The furniture industry is very competitive as there are a large number of manufacturers both within the United States and offshore who compete in the marketplace on the basis of quality of the product, price, delivery and service. Based on annual sales revenue, the Company is one of the largest furniture manufacturers in the United States. The Company has been successful in this competitive environment because its products represent excellent values combining price and superior quality and styling; prompt delivery; and quality, courteous service. Competition from foreign manufacturers is not any more significant in the marketplace today than competition from domestic manufacturers.
The furniture industry is considered to be a "fashion" industry subject to constant change to meet the changing consumer preferences and tastes. As such, the Company is continuously involved in the development of new products and designs. Due to the nature of these efforts and the close relationship to the manufacturing operations, the costs thereof are considered normal operating costs and are not segregated.
The Company is not involved in "traditional" research and development activities. Neither are there any customer - sponsored research and development activities involving the Company. Page 4 of 24
In management's view, the Company has complied with all federal, state and local standards in the area of safety, health and pollution and environmental controls. Compliance with these standards has not had a material adverse effect on past earnings, capital expenditures or competitive position.
The Company anticipates increased regulation on the furniture industry from federal and state agencies particularly in the areas of emission of fumes from the furniture finishing processes and emission of particulates into the atmosphere (saw dust and boiler ash). The Company cannot at this time estimate the impact of compliance with these new, more stringent standards on the Company's operations or costs of compliance.
The Company had approximately 7,800 employees at November 30, 1994.
FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
The Company has no foreign operations, and its export sales are insignificant.
ITEM 2.

ITEM 2. PROPERTIES
The Company owns the following facilities:
Page 5 of 24
The Company also owns its general office building in Bassett, Virginia (brick, concrete and steel), two warehouses in Bassett, Virginia (brick and concrete) and a showroom in High Point, North Carolina (brick, concrete and steel).
In general, these facilities are suitable and are considered to be adequate for the continuing operations involved. All facilities are in regular use, except the plant noted below.
(*) Plant closed as part of the restructuring program announced in 1990.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
Not applicable
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The information contained in the Annual Report under the caption "Other Business Data" - "Market and Dividend Information" with respect to number of stockholders, market prices and dividends paid is incorporated herein by reference thereto.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
The information for the five years ended November 30, 1994, contained in the "Other Business Data" in the Annual Report is incorporated herein by reference thereto.
Page 6 of 24
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in "Other Business Data" in the Annual Report is incorporated herein by reference thereto.
The change in the level of the Company's net sales has historically been principally due to the change in the volume of units sold, as contrasted to changes in unit prices. The level of the Company's net sales has fluctuated with the level of consumer confidence and housing starts.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the registrant and its subsidiaries, together with the independent auditors' report thereon of KPMG Peat Marwick LLP dated December 17, 1994, included in the annual report of the registrant to its stockholders for the year ended November 30, 1994 are incorporated herein by reference thereto:
Consolidated Balance Sheet--November 30, 1994 and 1993
Consolidated Statement of Income--Years Ended November 30, 1994, 1993 and 1992
Consolidated Statement of Stockholders' Equity - Years Ended November 30, 1994, 1993 and 1992
Consolidated Statement of Cash Flows--Years Ended November 30, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
The information contained in "Other Business Data" for "Quarterly Results of Operations" in the Annual Report is incorporated herein by reference thereto.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE REGISTRANT
The information contained on pages 2 through 5 of the Proxy Statement under the captions "Principal Stockholders and Holdings of Management" and "Election of Directors" is incorporated herein by reference thereto.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
The information contained on page 6 through 12 of the Proxy Statement under the captions "Organization and Compensation Committee Report", "Stockholder Return Performance Graph", "Executive Compensation", and "Supplemental Retirement Income Plan" is incorporated herein by reference thereto. Page 7 of 24
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained on page 2 of the Proxy Statement under the heading "Principal Stockholders and Holdings of Management" is incorporated herein by reference thereto.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained on page 6 of the Proxy statement under the heading "Organization and Compensation Committee Interlocks and Insider Participation" is incorporated herein by reference thereto.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
(a) (1) The response to this portion of Item 14 is submitted as a separate section of this report.
(2) All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
(3) Listing of Exhibits
3. Articles of Incorporation as amended and By Laws are incorporated herein by reference to Form 10-Q for the fiscal quarter ended February 28, 1994.
13. The registrant's Annual Report to Stockholders for the year ended November 30, 1994.*
21. List of subsidiaries of the registrant
23. Consent of experts and counsel
27. Financial Data Schedule (EDGAR filing only)
*With the exception of the information incorporated in this Form 10-K by reference thereto, the Annual Report shall not be deemed "filed" as a part of this Form 10-K.
(b) No reports on Form 8-K have been filed during the last quarter of the registrant's 1994 fiscal year.
(c) Exhibits: The response to this portion of Item 14. is submitted as a separate section of this report.
(d) Financial Statement Schedules: All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. Page 8 of 24
ANNUAL REPORT ON FORM 10-K ITEM 14(a)(1) AND (c)
LIST OF FINANCIAL STATEMENTS
CERTAIN EXHIBITS
YEAR ENDED NOVEMBER 30, 1994
BASSETT FURNITURE INDUSTRIES, INCORPORATED AND SUBSIDIARIES
BASSETT, VIRGINIA Page 9 of 24
ITEM 14(a)(1)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
The following consolidated financial statements of the registrant and its subsidiaries, included in the annual report of the registrant to its stockholders for the year ended November 30, 1994 are incorporated herein by reference:
Consolidated Balance Sheet--November 30, 1994 and 1993
Consolidated Statement of Income--Years Ended November 30, 1994, 1993 and 1992
Consolidated Statement of Stockholders' Equity - Years Ended November 30, 1994, 1993 and 1992
Consolidated Statement of Cash Flows--Years Ended November 30, 1994, 1993 and 1992
Notes to Consolidated Financial Statements Page 10 of 24
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.
BASSETT FURNITURE INDUSTRIES, INCORPORATED (Registrant)
Pursuant to the requirements of the Securities 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.
Page 11 of 24
SIGNATURES -- CONTINUED
Page 12 of 24
Index to Exhibits