-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HyG7YIjeSS+R5MQsoLQhiUxehli1dS8G5CAnXt+rOa45wkrRlLwFgLy4EWJ9aiiz q5vmj7lriJX+Xzi1Teshcg== 0000950152-96-003189.txt : 19960629 0000950152-96-003189.hdr.sgml : 19960629 ACCESSION NUMBER: 0000950152-96-003189 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER ONE FINANCIAL INC CENTRAL INDEX KEY: 0000819692 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341567092 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16311 FILM NUMBER: 96587216 BUSINESS ADDRESS: STREET 1: 1215 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 2165665300 MAIL ADDRESS: STREET 1: 1215 SUPERIOR AVENUE STREET 2: 1215 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114 11-K 1 CHARTER ONE 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 1995. A. First American Savings Bank, F.S.B. 401(k) Plan (the "Plan") (Full title of the Plan) 1215 Superior Avenue Cleveland, Ohio 44114 B. Charter One Financial, Inc. 1215 Superior Avenue Cleveland, Ohio 44114 (Name of issuer of securities held pursuant to the Plan and the address of its principal executive office) 2 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Pension Committee, by the undersigned Charter One Bank, F.S.B., as administrator of the employee benefit plan, has duly caused this annual report to be signed on its behalf by the undersigned duly authorized. Pension Committee of CHARTER ONE BANK, F.S.B. Administrator for the First American Savings Bank, F.S.B. 401(k) Plan By: /s/ROBERT J. VANA ---------------------- Robert J. Vana Secretary 3 FIRST AMERICAN SAVINGS BANK, F.S.B. 401 (K) PLAN Financial Statements for the Years Ended December 31, 1995 and 1994, Supplemental Schedules for the Year Ended December 31, 1995 and Independent Auditors' Report 4 FIRST AMERICAN SAVINGS BANK, F.S.B. 401(K) PLAN TABLE OF CONTENTS - -------------------------------------------------------------------------------
Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits, December 31, 1995 and 1994 2-3 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1995 and 1994 4-5 Notes to Financial Statements 6-8 SUPPLEMENTAL SCHEDULES: Item 27a - Schedule of Assets Held for Investment Purposes, December 31, 1995 9 Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1995 10
5 [LOGO] Telephone: (216) 589-1300 INDEPENDENT AUDITORS' REPORT First American Savings Bank, F.S.B. 401(k) Plan: We have audited the accompanying statements of net assets available for benefits of the First American Savings Bank, F.S.B. 401(k) Plan (the "Plan") as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years then ended. 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 generally accepted auditing standards. 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1995 and 1994 and the changes in its net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of (1) assets held for investment purposes as of December 31, 1995 and (2) reportable transactions for the year ended December 31, 1995 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are 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. The supplemental information by fund in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of the individual funds. The supplemental schedules and supplemental information by fund is the responsibility of the Plan's management. Such supplemental schedules and supplemental information by fund have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /S/ Deloitte & Touche LLP June 17, 1996 6 FIRST AMERICAN SAVINGS BANK, F.S.B. 401(K) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31,1995 - -------------------------------------------------------------------------------
Supplemental Information By Fund -------------------------------- Special Fixed Fixed Company Income Income Stock Fund Fund Fund Total ASSETS: Investments, at fair value: KeyCorp Investment Funds: Employee Benefits Money Market Fund $ 1,054 467 $ 1,056 $ 2,577 Managed GTD Investment Contract Fund 319,561 319,561 Victory Government Mortgage Fund 214,538 214,538 Charter One Financial, Inc. common stock (6,060 shares) 185,588 185,588 Cash 90 90 -------- -------- -------- -------- NET ASSETS AVAILABLE FOR BENEFITS $320,615 $215,095 $186,644 $722,354 ======== ======== ======== ========
See notes to financial statements. -2- 7 FIRST AMERICAN SAVINGS BANK, F.S.B. 401(K) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1994 - -------------------------------------------------------------------------------
Supplemental Information By Fund -------------------------------- Special Fixed Fixed Company Income Income Stock Fund Fund Fund Total ASSETS: Investments, at fair value: Society National Bank Investment Funds: Employee Benefits Money Market Fund $ 1,010 $ 1,012 $ 2,022 Managed GTD Investment Contract Fund 303,958 303,958 The Victory Portfolios: Victory Government Mortgage Fund 199,241 199,241 Victory Prime Obligations Fund $ 1,021 1,021 Charter One Financial, Inc. common stock (6,249 shares) 118,731 118,731 Cash 80 80 -------- -------- -------- -------- NET ASSETS AVAILABLE FOR BENEFITS $304,968 $200,333 $119,752 $625,053 ======== ======== ======== ========
See notes to financial statements. -3- 8 FIRST AMERICAN SAVINGS BANK, F.S.B. 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1995 - ------------------------------------------------------------------------------
Supplemental Information by Fund -------------------------------- Special Fixed Fixed Company Income Income Stock Fund Fund Fund Total ADDITIONS: Investment income: Interest and dividends $ 83 $ 14,856 $ 4,835 19,774 Net appreciation in fair value of investments 20,980 15,979 72,473 109,432 -------- --------- -------- -------- Total investment income 21,063 30,835 77,308 129,206 DEDUCTIONS - Distributions 81183 13,306 10,416 31,905 INTERFUND TRANSFERS 2,767 (2,767) -------- --------- -------- -------- INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 15,647 14,762 66,892 97,301 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 304,968 200,333 119,752 625,053 -------- --------- -------- -------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $320,615 $ 215,095 $186,644 $722,354 ======== ========= ======== ========
See notes to financial statements. -4- 9 FIRST AMERICAN SAVINGS BANK, F.S.B. 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1994 - -------------------------------------------------------------------------------
Supplemental Information by Fund -------------------------------- Special Fixed Fixed Company Income Income Stock Fund Fund Fund Total ADDITIONS: Investment income: Interest and dividends $ 49 $ 16,475 $ 3,669 $ 20,193 Net appreciation (depreciation) in fair value of investments 17,571 (20,000) (4,844) (7,273) -------- --------- --------- --------- Total investment income 17,620 (3,525) (1,175) 12,920 DEDUCTIONS - Distributions 9,174 16,990 26,164 -------- --------- --------- --------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 8,446 (20,515) (1,175) (13,244) NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 296,522 220,848 120,927 638,297 -------- --------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $304,968 $ 200,333 $ 119,752 $ 625,053 ======== ========= ========= ========= See notes to financial statements.
-5- 10 FIRST AMERICAN SAVINGS BANK, F.S.B. 401(K) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995 AND 1994 - ------------------------------------------------------------------------------- 1. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING - The financial statements are prepared using the accrual basis of accounting. VALUATION OF INVESTMENTS - Investments in common stock are stated at fair value as measured by quoted market prices in an active market. Investment funds are stated at values determined by the trustee based upon the market values of the underlying assets of the fund. Investments are valued quarterly. EXPENSES - Substantially all costs of administering the First American Savings Bank, F.S.B. 401(k) Plan (the "Plan") are paid by Charter One Bank, F.S.B. (the "Bank"). Such expenses are not material to the accompanying financial statements. 2. DESCRIPTION OF THE PLAN The following description of the Plan is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. GENERAL - The Plan was established by First American Savings Bank, F.S.B. ("First American") effective January 1, 1989 and has been amended on various dates. The Plan is a nonstandardized defined contribution prototype plan through New England Mutual Life Insurance Company and is provided for the exclusive benefit of eligible employees to encourage and assist them in adopting a regular savings program and to provide those employees with additional security upon retirement. ADMINISTRATION - The Plan was administered by the Pension Committee (the "Committee") through October 1995. At that time, the Committee was dissolved and the Compensation Committee, appointed by the Board of Directors of the Bank, assumed the responsibility for the administration of the Plan. The Compensation Committee has the responsibility for interpreting the Plan and authorizing disbursements. The assets of the plan are held and administered by the trustee of the Plan, Key Trust Company of Ohio, N.A. (Society National Bank prior to December 31, 1994). ELIGIBILITY - Prior to January 1, 1993, employees of First American were eligible to participate in the Plan if they had attained age 20-1/2 and had earned six months of service. Effective January 1, 1993, no new participants are accepted by the Plan (see Note 3). CONTRIBUTIONS - Prior to January 1, 1993, the Plan provided for contributions by employees and for matching contributions by the Bank based on percentages of employee contributions. Each participating employee elected to enter into a written salary reduction agreement with the Bank, thereby contributing to his or her salary reduction account a percentage of compensation, not to exceed twenty percent. Income taxes are deferred on the amounts contributed and related earnings on these amounts until they are withdrawn from the Plan. -6- 11 The Bank contributed to the participant's employer account an amount equal to the sum of twenty-five percent of the first four percent of the participant's compensation reduction pursuant to the participant's salary reduction agreement with the Bank. Contributions were limited under certain provisions of the 1986 Internal Revenue Code. Income taxes are deferred on these amounts and their related earnings until they are withdrawn from the Plan. Effective January 1, 1993, contributions to the Plan by employees and the Bank were terminated (see Note 3). PARTICIPANT ACCOUNT BALANCES - Contributions under the salary reduction agreement were credited to a participant's salary reduction account. The contributions along with any related investment gains or losses are fully vested after three years of service. Contributions by the Bank, which were credited to the participant's employer account, and related investment gains and losses, vest immediately. FUNDS - The Plan provides for the establishment of investment funds under which the Plan's assets, liabilities, and participant account balances are segregated. The investment options offered under the Plan consist of the following: - Special Fixed Income Fund - The assets of this fund are invested in the Managed GTD Investment Contract Fund, a collective investment fund that invests primarily in insurance company investment contracts and money market instruments. Assets may also be invested on an interim basis in a Key Trust money market fund. - Fixed Income Fund - The assets of this fund are invested in the Victory Government Mortgage Fund, a collective investment fund that invests primarily in U.S. government securities of maturities between three and eight years and repurchase agreements collateralized by these instruments. Assets may also be invested on an interim basis in a Key Trust money market fund. - Company Stock Fund - The assets of this fund are invested in shares of common stock of Charter One Financial, Inc. ("Charter One"), the Bank's parent company. Assets may also be invested on an interim basis in a Key Trust money market fund. Participants specify the desired allocation of their account balances to the various funds. The allocations may be changed on certain prescribed dates each year. DISTRIBUTIONS - Payment of vested benefits is required to commence at age 70-1/2. However, participants may request distributions at anytime once they attain age 59-1/2. Vested benefits are also payable upon a participant's death, total and permanent disability, or other termination of employment. Hardship withdrawals are available to in-service participants during times of financial hardship. Amounts payable can be paid by one of the following methods: (1) in a single lump-sum payment; or (2) in a series of annuity payments as elected by the participant subject to certain limitations. Distributions from the Plan are subject to federal and state taxation guidelines. -7- 12 TAX STATUS - The Internal Revenue Service has determined and informed the Bank by a letter dated October 25, 1995, that the Plan, as designed, is qualified and the trust established under the Plan is tax-exempt, under the appropriate sections of the Code. The Plan has not been amended since receiving the determination letter. The Bank believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provisions for income taxes have been made in the Plan's financial statements. ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. PLAN TERMINATION - The Company has the right to terminate the Plan at any time subject to the provisions of ERISA. 3. MERGER In September 1992, First American BanCorp and its wholly-owned subsidiary, First American Savings Bank, F.S.B., merged into an Ohio corporation newly formed as a wholly-owned subsidiary of Charter One Financial, Inc. (Charter One) pursuant to which the outstanding shares of First American BanCorp common stock were converted into shares of Charter One common stock. As a result, on December 31, 1992, the Plan was frozen and thereafter no further employee or company contributions were accepted in the Plan. On January 1, 1993, all participants in the Plan were given the option to begin contributing to the 401(k) plan in existence at Charter One. 4. SECURITY TRANSACTIONS WITH PARTIES-IN-INTEREST The Company Stock Fund invests in shares of common stock of Charter One Financial, Inc. The Plan's purchases and sales of Charter One common stock during 1995 and 1994 were not significant. ************ -8- 13 FIRST AMERICAN SAVINGS BANK, F.S.B. 401(K) PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 - -------------------------------------------------------------------------------
(a) (b) (c) (d) (e) Identity of Issuer Borrower, Lessor Description Current Current or Similar Party of Investment Cost Value * Charter One Financial Inc. 6,060 shares of common stock $ 43,530 $185,588 * The Winsbury Company Victory Government Mortgage Fund 213,069 214,538 * Key Trust Company of Ohio Employee Benefits Money Market Fund 2,577 2,577 * Key Trust Company of Ohio Managed GTD Investment Contract Fund 295,796 319,561 -------- -------- Total $554,972 $722,264 ======== ========
14 FIRST AMERICAN SAVINGS BANK, F.S.B. 401(K) PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1995 - -------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i) Current Value Expense of Net Incurred Cost Asset on Gain Identity of Purchase Selling Lease With of Transaction or Party Involved Description of Asset Price Price Rental Transaction Asset Date (Loss) Series of Transactions: Key Trust Company of Ohio Victory Government Mortgage Fund $16,041 $16,041 $16,041 N/A Key Trust Company of Ohio Victory Government Mortgage Fund $16,731 16,898 16,731 $(167) Key Trust Company of Ohio Employee Benefits Money Market Fund 40,010 40,010 40,010 N/A Key Trust Company of Ohio Employee Benefits Money Market Fund 39,453 39,453 39,453 None
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