11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-14289
GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN
(Full Title of Plan)
GREEN BANKSHARES, INC.
(Issuer of Securities Held Pursuant to Plan)
100 North Main Street
Greeneville, Tennessee 37743-4992
(Address of Principal Executive Office of Issuer and of Plan)
GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN
Financial Statements and Supplemental Schedule
December 31, 2008 and 2007
(With Report of Independent Registered Public Accounting Firm Therein)
GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN
Table of Contents
December 31, 2008 and 2007
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1 |
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Financial Statements: |
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2 |
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3 |
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4-9 |
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11 |
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Exhibit 23 |
Report of Independent Registered Public Accounting Firm
Plan Administrator
Green Bankshares, Inc. 401(k) Profit Sharing Plan
Greeneville, Tennessee
We have audited the accompanying statements of net assets available for benefits of the Green
Bankshares, Inc. 401(k) Profit Sharing Plan (the Plan) as of December 31, 2008 and 2007, and the
related statement of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (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. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. An audit includes consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plans internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements,
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 as of December 31, 2008 and 2007, and
the changes in net assts available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
Our audits of the Plans financial statements as of and for the years ended December 31, 2008 and
2007 were performed for the purpose of forming an opinion on the financial statements taken as a
whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of
additional analysis and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plans management. The supplemental schedule has been
subjected to the auditing procedures applied in the 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/ Dixon Hughes PLLC
Asheville, North Carolina
June 12, 2009
1
GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
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2008 |
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2007 |
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Assets |
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Investments at fair value: |
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Investments |
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$ |
21,069,602 |
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$ |
28,666,961 |
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Participant loans |
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451,677 |
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502,495 |
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21,521,279 |
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29,169,456 |
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Receivables: |
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Employer contributions |
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1,478,764 |
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1,315,804 |
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Cash |
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9 |
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11,411 |
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Net assets available for benefits |
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$ |
23,000,052 |
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$ |
30,496,671 |
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The accompanying notes are an integral part of these financial statements.
2
GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2008 and 2007
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2008 |
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2007 |
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Additions: |
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Dividends and interest |
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$ |
1,192,920 |
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$ |
1,839,476 |
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Contributions: |
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Participants |
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1,510,676 |
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1,385,698 |
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Employer |
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1,483,377 |
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1,315,804 |
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Rollovers |
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88,964 |
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49,162 |
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Total contributions |
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3,083,017 |
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2,750,664 |
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Transfer of plan assets due to merger |
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4,200,137 |
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Total additions |
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4,275,937 |
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8,790,277 |
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Deductions: |
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Net depreciation in fair value of
investments |
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9,324,781 |
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1,219,530 |
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Benefits paid to participants |
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2,445,605 |
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1,890,105 |
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Administrative expenses |
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2,170 |
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1,973 |
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Total deductions |
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11,772,556 |
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3,111,608 |
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Net (decrease) increase |
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(7,496,619 |
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5,678,669 |
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Net assets available for benefits: |
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Beginning of year |
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30,496,671 |
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24,818,002 |
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End of year |
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$ |
23,000,052 |
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$ |
30,496,671 |
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The accompanying notes are an integral part of these financial statements.
3
GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2008 and 2007
The following brief description of the Green Bankshares, Inc. 401(k) Profit Sharing Plan
(thePlan) provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plans provisions. On May 16, 2007 the
shareholders of Greene County Bancshares, Inc. approved the name change of the plan sponsor
to Green Bankshares, Inc.
General The Plan is a defined contribution plan covering eligible employees, as
defined by the Plan, of GreenBank and other wholly-owned subsidiaries of Green Bankshares,
Inc. (Company). The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Plan Merger In May 2007 the Company acquired Civitas BankGroup, Inc. (CVBG). On
November 22, 2007, the Profit Sharing Committee of the Board of Directors the Company
approved the merger of the CVBG Plan into Green Bankshares, Inc. 401(k) Savings Plan,
effective December 5, 2007. As a result, all investments in mutual funds and participated
loans were transferred from the CVBG Plan into the Green Bankshares, Inc. 401(k) Savings
Plan on that date. The CVBG Plan transferred $4,200,137 in assets.
Contributions Eligible employees are permitted to make elective deferrals in any
amount up to the maximum percentage allowable not to exceed the limits of Code Sections
401(k), 402(g), 404 and 415. Eligible employees may amend their salary savings agreements
to change the contribution percentage on each payroll period during the plan year. The
employer has adopted the 401(k) safe harbor provision whereby a non-elective contribution
equal to 3% of eligible compensation will be made on behalf of all eligible participants.
This 3% non-elective contribution is 100% vested.
In addition, the employer may make a discretionary employer profit sharing contribution
which shall be allocated to each eligible employee in proportion to his or her compensation
(as defined by the Plan) as a percentage of their compensation.
Investment Options Participants are allowed to direct the investment of their
contributions and to change their investment mix at their discretion.
Participant Accounts Each participants account is credited with the
participants contribution and an allocation of (a) plan earnings, (b) employer
non-elective and any employer discretionary contributions (if eligible), and (c)
forfeitures of terminated participants non-vested accounts (if any). 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 participants vested
account.
Vesting Participants are immediately vested in their voluntary contributions and
safe harbor contributions plus actual earnings thereon and are 100 percent vested after two
years of service in the profit sharing contributions.
4
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Green Bankshares, Inc. |
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401(K) Profit Sharing Plan
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Notes to Financial Statements, Continued |
Participant Loans Participants may borrow from their vested fund accounts with a
$1,000 minimum and a maximum equal to $50,000 or 50 percent of their vested account
balance, whichever is less. The loans are secured by the balance in the participants
account and bear interest at rates that currently range from 4.00 percent to 9.25 percent.
The interest rate is fixed for the life of the loan and is generally based on the Prime
Rate published in the Wall Street Journal on the first business day of the month in which
the loan is originated. Principal and interest is paid ratably through semi-monthly
payroll deductions.
Payment of Benefits After termination of service, a participant may elect to
receive a lump-sum amount equal to the value of his or her account, or substantially equal
installments or annuities over any period not exceeding the life expectancy of the
participant or the life expectancy of the participant and his or her designated
beneficiary.
Forfeitures Forfeitures are to be reallocated to participants in the same manner
as employer contributions. At December 31, 2008 and 2007, forfeited non-vested accounts
totaled $2,621 and $1,073, respectively. During 2008 and 2007, respectively, forfeitures
of $1,073 and $1,732 were reallocated to participants.
Administrative Costs The Plans administrative expenses are paid by either the
Plan or the Company, as provided by the plan document.
Reclassifications Certain items in prior year statements have been reclassified
to conform to the 2008 presentation. These reclassifications have no effect on net assets
available for benefits or changes in net assets available for benefits previously reported.
2. |
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Significant Accounting Policies |
Basis of Accounting The financial statements of the Plan are prepared under the
accrual method of accounting.
Investments Valuation and Income Recognition The Plans investments are stated at
fair value. Quoted market prices are used to value investments such as Company stock.
Shares of mutual funds are valued at quoted market prices which represent the fair value of
shares held by the Plan at year-end. Participants loans are valued at their outstanding
balances, which approximate 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.
Payment of Benefits Benefits are recorded when paid.
Estimates The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions. Those estimates and assumptions affect certain reported amounts
and disclosures. Accordingly, actual results could vary from those estimates.
5
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Green Bankshares, Inc. |
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401(K) Profit Sharing Plan
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Notes to Financial Statements, Continued |
The Plans investments are held by a bank administered trust fund. Investments that
represent five percent or more of the Plans net assets at December 31 are as follows:
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2008 |
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2007 |
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Investments at fair value: |
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The Cash Management Trust of America Fund |
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$ |
3,728,449 |
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$ |
4,474,828 |
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Washington Mutual Investors Fund |
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3,555,798 |
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6,309,155 |
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Green Bankshares Common Stock |
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2,835,071 |
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1,944,432 |
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American Balanced Fund |
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2,074,179 |
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3,023,827 |
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New Perspective Fund |
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1,938,958 |
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3,679,954 |
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The Growth Fund of America |
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1,564,889 |
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2,396,512 |
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Capital World Growth and Income Fund |
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1,429,684 |
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2,123,125 |
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During 2008 and 2007 the Plans investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value as follows:
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2008 |
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2007 |
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Mutual funds |
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$ |
(8,123,334 |
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$ |
200,173 |
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Common stocks |
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(1,201,447 |
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(1,419,703 |
) |
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$ |
(9,324,781 |
) |
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$ |
(1,219,530 |
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The Plan obtained its latest determination letter dated December 17, 1996, in which the
Internal Revenue Service stated that the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code (IRC). The Plan has been amended
since receiving the determination letter. However, the Plan administrator believes that the
Plan is designed and is currently being operated in compliance with the applicable
requirements of the Internal Revenue Code.
Although it has not expressed any intent to do so, the Company has the right under the Plan
to discontinue its contributions at any time and to terminate the Plan subject to the
provisions of ERISA. Participants are always 100% vested in safe harbor employer
contributions. In the event of Plan termination, participants would become 100% vested in
the discretionary contributions.
6
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Green Bankshares, Inc. |
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401(K) Profit Sharing Plan
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Notes to Financial Statements, Continued |
6. |
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Related Party Transactions |
Certain Plan investments are shares of mutual funds managed by American Funds Group.
American Funds Group is the record-keeper as defined by the Plan and, therefore, these
transactions qualify as party-in-interest transactions.
Administrative expenses of the Plan were paid to American Funds Group, a party-in-interest.
7. |
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Risks and Uncertainties |
The Plan invests in various investment securities. Investment securities are exposed to
various risks such as interest rate, market, and credit risk. Due to the level of risk
associated with certain investment securities, it is at least reasonably possible that
changes in the values of investments securities will occur in the near term and that such
changes could materially affect participants account balances and the amounts reported in
the statement of net assets available for benefits.
8. |
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Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation of net assets available for benefits per the accompanying
financial statements to Schedule H of Form 5500.
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December 31, |
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December 31, |
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2008 |
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2007 |
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Net assets available for benefits per the financial statements |
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$ |
23,000,052 |
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$ |
30,496,671 |
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Employer contributions receivable not reflected on the 5500 |
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(1,478,764 |
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(1,315,804 |
) |
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Net assets available for benefits per the Form 5500 |
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$ |
21,521,288 |
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$ |
29,180,867 |
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The following is a reconciliation of employer contributions per the financial statements for
the year ended December 31, 2008 to Schedule H of Form 5500.
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Employer contributions per the financial statements |
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$ |
1,483,377 |
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Current year employer contribution receivable |
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(1,478,764 |
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Prior year employer contribution receivable |
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1,315,804 |
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Employer contributions per the Form 5500 |
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$ |
1,320,417 |
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7
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Green Bankshares, Inc. |
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401(K) Profit Sharing Plan
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Notes to Financial Statements, Continued |
9. |
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Fair Value Measurements |
Effective January 1, 2008, the Plan adopted Statement of Financial Accounting Standards No. 157
(SFAS 157), Fair Value Measurement. SFAS 157, which was issued in September 2006,
establishes a framework for measuring fair value. That framework provides a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable
inputs (level 3 measurements). The three levels of the fair value hierarchy under SFAS 157 are
described below:
Level 1
Inputs to the valuation methodology are adjusted quoted prices for identical assets or
liabilities in active markets that the Plan has the ability to access.
Level 2
Inputs to the valuation methodology include:
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Quoted prices for similar assets or liabilities in active markets; |
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Quoted prices for identical or similar assets or liabilities in active markets; |
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Inputs other than quoted prices that are observable for the asset or liability; |
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Inputs that are derived principally from or corroborated by observable market
data by correlation or other means. |
If the asset or liability has a specified (contractual) term, the level 2 input must be
observable for substantially the full term of the asset or liability.
Level 3
Inputs to the valuation methodology are unobservable and significant to the fair value
measurement.
The assets or liabilitys fair value measurement level within the fair value hierarchy is
based on the lowest level of any input that is significant to the fair value measurement.
Valuation techniques used need to maximize the use of observable inputs and minimize the
use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair
value. There have been no changes in the methodologies used at December 31, 2008.
Mutual funds: Valued at the net asset value (NAV) of shares held by the plan at year
end.
Common stock: Valued at the closing price reported on the active market on which the
individual securities are traded.
Participant loans: Valued at their outstanding balances, which approximate fair value.
The methods described above may produce a fair value calculation that may not be indicative
of net realizable value or reflective of future fair values. Furthermore, while the Plan
believes its valuation methods are appropriate and consistent with other market
participants, the use of different methodologies or assumptions to determine the fair value
of certain financial instruments could result in a different fair value measurement at the
reporting date.
8
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Green Bankshares, Inc. |
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401(K) Profit Sharing Plan
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Notes to Financial Statements, Continued |
The following table sets forth by level, within the fair value hierarchy, the Plans assets
at fair value as of December 31, 2008:
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Assets at Fair Value as of December, 2008 |
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Description |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual funds |
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$ |
18,234,531 |
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$ |
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$ |
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$ |
18,234,531 |
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Common stock |
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2,835,071 |
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2,835,071 |
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Participant loans |
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451,677 |
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451,677 |
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Total assets at fair value |
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$ |
21,069,602 |
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$ |
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$ |
451,677 |
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$ |
21,521,279 |
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The table below sets forth a summary of changes in the fair value of the Plans level 3
assets for the year ended December 31, 2008:
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Level 3 Assets |
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Year Ended December 31, 2008 |
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Participant Loans |
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Balance, beginning of year |
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$ |
502,495 |
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Purchases, sales, issuances and settlements, (net) |
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(50,818 |
) |
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Balance, end of year |
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$ |
451,677 |
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9
GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN
Schedule of Assets (Held at End of Year)
Form 5500, Schedule H, Part IV, Line 4i
December 31, 2008
EIN: 62-1222567
Plan Number 001
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(b) Identity of Issue, |
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(c) Description of Investment Including Maturity |
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Borrower, Lessor or |
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Date, Rate of Interest, Collateral, Par or Maturity |
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(d) Cost |
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(e) Current |
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(a) |
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Similar Party |
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Value |
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** |
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Value |
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* |
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American Funds Group |
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American Balanced Fund, 150,740 shares |
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$ |
2,074,179 |
|
* |
|
American Funds Group |
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Capital World Growth and Income
Fund, 53,910 shares |
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|
1,429,684 |
|
* |
|
American Funds Group |
|
The Growth Fund of America, 77,012 shares |
|
|
|
|
1,564,889 |
|
* |
|
American Funds Group |
|
Intermediate Bond Fund of America, 66,444 shares |
|
|
|
|
846,491 |
|
* |
|
American Funds Group |
|
New Perspective Fund, 103,577 shares |
|
|
|
|
1,938,958 |
|
* |
|
American Funds Group |
|
Washington Mutual Investors Fund, 166,626 shares |
|
|
|
|
3,555,798 |
|
* |
|
American Funds Group |
|
The Cash Management Trust of
America Fund, 3,728,449 shares |
|
|
|
|
3,728,449 |
|
|
|
AIM Advisors |
|
Mid Cap Core Equity Fund, 17,547 shares |
|
|
|
|
282,677 |
|
|
|
Allianz Funds |
|
Allianz NFJ Small Cap Value Fund, 37,188 shares |
|
|
|
|
709,175 |
|
|
|
Templeton Global Advisors |
|
Templeton Foreign Fund, 120,484 shares |
|
|
|
|
534,950 |
|
|
|
PIMCO Funds |
|
PIMCO Total Return, 59,698 shares |
|
|
|
|
605,339 |
|
* |
|
Green Bankshares |
|
Common Stock, 209,385 shares |
|
|
|
|
2,835,071 |
|
* |
|
American Funds Group |
|
2010 Target Date Retirement Fund, 31,379 shares |
|
|
|
|
225,617 |
|
* |
|
American Funds Group |
|
2015 Target Date Retirement Fund, 28,721 shares |
|
|
|
|
204,783 |
|
* |
|
American Funds Group |
|
2020 Target Date Retirement Fund, 14,182 shares |
|
|
|
|
97,007 |
|
* |
|
American Funds Group |
|
2025 Target Date Retirement Fund, 14,661 shares |
|
|
|
|
97,205 |
|
* |
|
American Funds Group |
|
2030 Target Date Retirement Fund, 18,860 shares |
|
|
|
|
124,851 |
|
* |
|
American Funds Group |
|
2035 Target Date Retirement Fund, 8,902 shares |
|
|
|
|
58,754 |
|
* |
|
American Funds Group |
|
2040 Target Date Retirement Fund, 13,954 shares |
|
|
|
|
92,237 |
|
* |
|
American Funds Group |
|
2045 Target Date Retirement Fund, 4,635 shares |
|
|
|
|
30,773 |
|
* |
|
American Funds Group |
|
2050 Target Date Retirement Fund, 4,980 shares |
|
|
|
|
32,715 |
|
* |
|
Participant loans |
|
Loans with interest rates from
4.00% to 9.25%, maturing through October 2027 |
|
|
|
|
451,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
21,521,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party-in-interest |
|
** |
|
Cost information omitted for participate directed investments. |
11
EXHIBITS
The following documents are filed as exhibits to this Form 11-K:
|
|
|
|
|
|
23. |
|
|
Consent of Dixon Hughes PLLC. |
12
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the 401(K) Profit
Sharing Plan Committee of Green Bankshares, Inc. has duly caused this annual report to be signed on
behalf of the Plan by the undersigned hereunto duly authorized.
|
|
|
|
|
|
GREEN BANKSHARES, INC.
401(K) PROFIT SHARING PLAN
|
|
|
By: |
The Green Bankshares, Inc.
|
|
|
|
401(K) Profit Sharing Plan Committee |
|
|
|
|
Date: June 12, 2009 |
By: |
/s/ Steve Ottinger
|
|
|
|
Steve Ottinger |
|
13
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
No. |
|
Description |
|
|
|
|
|
|
23 |
|
|
Consent of Dixon Hughes PLLC. |
14