SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-6233
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
TRUSTCORP MORTGAGE COMPANY EMPLOYEE RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
1ST SOURCE CORPORATION
100 N. Michigan Street
South Bend, Indiana 46601
REQUIRED INFORMATION
FINANCIAL STATEMENTS:
A list of the required financial statements filed as part of this Form
11-K is set forth on page F-1. The consent of Ernst & Young LLP to the
incorporation by reference of these financial statements into 1st Source
Corporation's Form S-8 Registration Statement relating to the Plan (Reg. No.
333-64306) is set forth hereto as Exhibit 23.1.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRUSTCORP MORTGAGE COMPANY
EMPLOYEE RETIREMENT SAVINGS PLAN
By the Plan Administrator:
TRUSTCORP MORTGAGE COMPANY
Date: June 29, 2001 /s/ Jay Rudynski
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Jay Rudynski, Chief Financial Officer
Trustcorp Mortgage Company
Employee Retirement Savings Plan
As of December 31, 2000 and 1999,
and for the year ended December 31, 2000
Contents
Report of Independent Accountants ...........................................1
Financial Statements
Statements of Net Assets Available for Benefits..............................2
Statement of Changes in Net Assets Available for Benefits....................3
Notes to Financial Statements................................................4
Schedule
Schedule of Assets Held for Investment Purposes At End of Year...............8
Consent of Ernst & Young LLP......................................Exhibit 23.1
F-1
Report of Independent Accountants
Board of Directors
Trustcorp Mortgage Company
We have audited the accompanying statements of net assets available for benefits
of the Trustcorp Mortgage Company Employee Retirement Savings Plan as of
December 31, 2000 and 1999, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2000. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes at end of year as of December 31, 2000, is
presented for purposes of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
s/Ernst & Young LLP
Columbus, Ohio
June 29, 2001
Trustcorp Mortgage Company Employee Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31
2000 1999
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Assets
Cash and cash equivalents $ 38,551 $ 25,595
Investments at fair value:
Common stock 709,639 647,858
Mutual funds 2,138,717 2,391,475
1st Source Bank common trust fund 118,609 92,056
Participant notes receivable 209,013 174,504
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Total investments 3,175,978 3,305,893
Contribution receivable
Employer 81,323 119,518
Employee 14,734 12,353
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96,057 131,871
Other assets
Accrued investment income 196 150
Investment sales receivable 77,013 -
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77,209 150
Total assets 3,387,795 3,463,509
Liabilities
Accrued expenses payable 17,603 6,128
Investment purchases payable 132,649 -
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Total liabilites 150,252 6,128
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Net assets available for benefits $ 3,237,543 $ 3,457,381
==================================
See accompanying notes.
Trustcorp Mortgage Company Employee Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2000
Additions
Investment income:
Interest $ 19,239
Dividends 40,820
Capital gains 229,485
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289,544
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Contributions:
Employer 160,544
Employees 204,305
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364,849
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Total additions 654,393
Deductions
Net depreciation in fair value of investments 157,859
Benefits paid to participants 690,827
Plan expenses 25,545
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Total deductions 874,231
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Net decrease (219,838)
Net assets available for benefits:
Beginning of year 3,457,381
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End of year $ 3,237,543
====================
See accompanying notes.
Trustcorp Mortgage Company Employee Retirement Savings Plan
Notes to Financial Statements
December 31, 2000
1. Description of the Plan
General
The Trustcorp Mortgage Company Employee Retirement Savings Plan (the "Plan") is
a defined contribution plan covering substantially all employees of Trustcorp
Mortgage Company ("Trustcorp") who have completed one year of service in which
the employee has worked 1,000 hours. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"). Trustcorp is a
wholly owned subsidiary of 1st Source Corporation.
The Board of Directors of Trustcorp Mortgage Company may authorize a
contribution from consolidated net profit or retained earnings in excess of the
401(k) matching contributions which are also approved by the Board. These
discretionary contributions are made in cash and are allocated to each
participant based upon provisions of the Plan Agreement.
Funding and Vesting
Participants are permitted to designate up to 15% of their annual compensation
as a salary reduction contribution to the Plan under Section 401(k) of the
Internal Revenue Code. When applying the discretionary matching contributions,
only salary reductions up to six percent (6%) of eligible employee compensation
is considered. For the year 2000, the discretionary matching contribution
percentage was 50%. In addition, as part of the profit sharing component of the
Plan, Trustcorp has the discretion to make an additional contribution to the
Plan, out of current or accumulated net profits. For the year 2000, this
discretionary contribution was equal to $76,000.
Vesting of participant contributions and Trustcorp's 401(k) matching
contributions are immediate. Vesting of the Trustcorp contributions for the
profit sharing component of the Plan is based on years of credited service, with
participants becoming 100% vested after seven years of credited service.
However, a participant becomes 100 % vested upon satisfying the requirements for
early retirement under the terms of the Plan document.
Each participant's account is credited with the participant's contribution and
an allocation of (a) Trustcorp's contribution, (b) Plan earnings net of Plan
expenses, and (c) forfeitures of terminated participants' non-vested accounts.
Allocations are based on participant compensation or account balances, as
defined. The benefit to which a participant is entitled is the benefit that can
be provided from the participant's vested account balance.
Trustcorp Mortgage Company Employee Retirement Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Participant Loans
Participants may borrow from the Plan amounts not to exceed the lesser of
one-half of the participant's vested account balance or $50,000. The loans are
collateralized by the participant's vested account balance and bear interest at
fixed rates of 1% above the national prime rate as posted in the Wall Street
Journal. The loans are repayable over five years except for loans used to
acquire or construct a participant's principal residence in which case the
repayment term may be repayable up to ten years.
Payment of Benefits
On termination of service, a participant may elect to receive either a lump-sum
amount equal to the value of his or her vested account balance or periodic
installments in accordance with Plan provisions. At December 31, 2000 and 1999,
$311,778 and $595,221 respectively, has been allocated to participants who had
effectively withdrawn from the Plan as of the end of those respective years, but
had yet to receive their final distribution.
Plan Termination
Although it has not expressed any intention to do so, Trustcorp has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become fully vested in their accounts.
The foregoing description of the Plan provides only general information.
Participants should refer to the Plan Agreement, the Summary Plan Description,
or the Employee Handbook for a more complete description of the Plan's
provisions. Copies are available from the Trustcorp Human Resources Division.
2. Summary of Significant Accounting Policies
Investment Valuation and Income Recognition
Investments are stated at fair value. Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day of
the plan year; securities traded in the over-the-counter market and listed
securities for which no sale was reported on that date are valued at the average
of the last reported bid and ask prices. The fair value of mutual funds and the
Plan's participation in common/collective trust funds of 1st Source Bank are
stated at the aggregate current value as reported by the funds. Loans to
participants are stated at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Trustcorp Mortgage Company Employee Retirement Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Use of Estimates
The financial statements of the Trustcorp Mortgage Company Employee Retirement
Savings Plan (the "Plan") are presented on the accrual basis and are prepared in
conformity with accounting principles generally accepted in the United States,
which require management to make estimates and assumptions that affect amounts
in the financial statements and accompanying notes. Actual results could differ
from those estimates.
3. Investments
During 2000, the Plan's investments (including investments purchased, sold, as
well as held during the year) depreciated in value by $157,859, including net
realized gains of $968, as follows:
Net Appreciation
(Depreciation) in Fair
Value During the Year
----------------------
Common stock $ (59,569)
Mutual funds (100,940)
1st Source Bank common trust fund 2,650
----------------------
$ (157,859)
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
2000 1999
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1st Source Corporation common stock: $ 568,743 $ 536,525
Morgan Stanley Institutional International Equity: 522,883 470,657
1st Source Monogram Income Equity Fund: 511,455 460,721
1st Source Monogram Diversified Equity Fund: 575,852 789,212
1st Source Monogram Special Equity Fund: 291,042 351,670
1st Source Monogram Income Fund: 237,485 319,214
Trustcorp Mortgage Company Employee Retirement Savings Plan
Notes to Financial Statements (continued)
4. Transactions with Parties-In-Interest
Parties-in-interest are defined under Department of Labor regulations as any
fiduciary of the Plan, any party rendering service to the Plan, the employer and
certain others.
Plan assets are held in custody by the trust division of 1st Source Bank, a
wholly owned subsidiary of 1st Source Corporation, parent of Trustcorp.
Professional fees for the audit of the Plan for the year ended December 31, 2000
were paid by Trustcorp.
The Plan held the following party-in-interest investments at fair value at
December 31:
2000 1999
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1st Source Corporation Common Stock $ 568,743 $ 536,525
1st Source Monogram Income Equity Fund: 511,455 460,721
1st Source Monogram Diversified Equity Fund: 575,852 789,212
1st Source Monogram Special Equity Fund: 291,042 351,670
1st Source Monogram Income Fund: 237,485 319,214
1st Source Bank Employee Benefit Guaranteed Income Fund 118,609 92,056
Plan transactions with parties-in-interest during the year ended December 31,
2000 were as follows:
Identity Relationship
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RSM McGladrey, Inc. Recordkeeper & Tax Accountant $ 17,603
1st Source Bank Trustee 7,942
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$ 25,545
================
5. Income Tax Status
The Internal Revenue Service ruled on July 18, 1994 that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the
related trust is not subject to tax under present income tax law. Once
qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Plan Administrator is not aware of any course of
action or series of events that have occurred that might adversely affect the
Plan's qualified status.
Trustcorp Mortgage Company Employee Retirement Savings Plan
Schedule H, Line 4i - Schedule of Assets
Held for Investment Purposes at End of Year
December 31, 2000
EIN: 35-1933290
Plan Number: 003
Identity of Issue,
Borrower, Lessor
or Similar Party Description of Investment Fair Value
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Common Stock:
* 1st Source Corporation 31,164 shares $ 568,743
Key Corp 5,032 shares 140,896
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709,639
Mutual Funds:
Morgan Stanley Institutional International Equity Fund 29,359 units 522,883
* 1st Source Monogram Income Equity Fund 45,382 units 511,455
* 1st Source Monogram Diversified Equity Fund 63,142 units 575,852
* 1st Source Mongram Special Equity Fund 29,369 units 291,042
* 1st Source Monogram Income Fund 29,369 units 237,485
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2,138,717
Common Trust Funds:
* 1st Source Bank Employee Benefits 5,632 units 118,609
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Guarenteed Income Fund 118,609
Loans to Participants: $209,013 principal amount, interest
rates ranging from 8.75% to
10.75%, maturities through 2009 209,013
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209,013
Total Assets Held for Investement Purposes at End of Year: $ 3,175,978
==================
* Indicates a party-in-interest to the Plan.