-----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, Eqjyo2vX5z3xBvhTpphKJQxzg0XDX6nLD+pXXk76wstByk5LVLhG8f92VEW6Wu/i ocJXsiUfyCmzR+0axXKucA== 0000950116-97-001268.txt : 19970704 0000950116-97-001268.hdr.sgml : 19970704 ACCESSION NUMBER: 0000950116-97-001268 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970703 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSFS FINANCIAL CORP CENTRAL INDEX KEY: 0000828944 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222866913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16668 FILM NUMBER: 97635999 BUSINESS ADDRESS: STREET 1: 838 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19899 BUSINESS PHONE: 3027926000 MAIL ADDRESS: STREET 1: 838 MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19899 FORMER COMPANY: FORMER CONFORMED NAME: STAR STATES CORP DATE OF NAME CHANGE: 19920703 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) {X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 ----------------- OR { ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from __________________________ to _________________ Commission file number 0-16668 ------- A. Full title of the plan and the address of the plan: WSFS Financial Corporation 401(k) Savings and Retirement Plan 838 Market Street Wilmington, DE 19899 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: WSFS Financial Corporation 838 Market Street Wilmington, DE 19899 REQUIRED INFORMATION The audited financial statements required are incorporated herein by reference from the Financial Statements and Supplemental Information, December 31, 1996, attached as Exhibit 1. SIGNATURES 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 thereunto duly authorized. WSFS Financial Corporation 401(k) Savings and Retirement Plan DATE: July 1, 1997 /s/ R. WILLIAM ABBOTT ----------------------- R. William Abbott Plan Administrator EXHIBIT 1 WSFS FINANCIAL CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN Financial Statements and Supplemental Information WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Financial Statements and Supplemental Information for the Year Ended 12/31/96 WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Financial Statements and Supplemental Information Index
Page(s) ------- Report of Independent Auditors.......................................................................... 1 Financial Statements: Statements of Net Assets Available for Benefits................................................ 2-3 Statements of Changes in Net Assets Available for Benefits..................................... 4-6 Notes to Financial Statements.................................................................. 7-15 Supplemental Information: Schedule I - Item 27a: Schedule of Assets held for Investment Purposes............................................................... 16 Schedule II - Item 27d: Schedule of Reportable Transactions................................... 17
REPORT OF INDEPENDENT AUDITORS To the Participants and Administrator of the WSFS Financial Corporation 401(k) Savings and Retirement Plan We have audited the accompanying statements of net assets available for benefits of the 401(k) Savings and Retirement Plan of WSFS Financial Corporation (the Plan) for the years ended December 31, 1996 and 1995 and the related statements of changes in net assets available for benefits for each of the years in the three year period 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 audit 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 misstatements. 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 1996 and 1995 financial statements referred to above present fairly, in all material respects, the information regarding the Plan's net assets available for benefits as of December 31, 1996 and 1995, and changes in net assets therein for the years then ended in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the 1996 basic financial statements taken as a whole. The supplemental information included in the schedules of assets held for investment purposes and reportable transactions is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA). The fund information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The 1996 supplemental information and fund information have been subjected to the auditing procedures applied in the audit of the 1996 basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1996 basic financial statements taken as a whole. /s/ KPMG Peat Marwick, LLP June 19, 1997 Philadelphia, Pennsylvania WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Statement of Net Assets Available for Benefits Year Ended December 31, 1996
Money Market Bond Large Cap Small Capital Fund Fund Stock Fund Fund ------------ -------- ---------- ------------- Assets: Investments, at fair value.........$1,201,368 $ 905,415 $2,328,237 $ 980,752 Receivables: Accrued income (loss).......... (33) 80 (75) 15 Loans to participants.......... ----------- --------- ---------- --------- Net assets available for benefits..$1,201,335 $ 905,495 $2,328,162 $ 980,767 ========== ========= ========== =========
(Re-Stub Table)
WSFS Financial International Common Loan Fund Stock Fund Fund Total ------------- ---------- --------- ----------- Assets: Investments, at fair value........ $ 510,954 $5,100,113 $11,026,839 Receivables: Accrued income (loss)......... 14 203 204 Loans to participants......... $435,406 435,406 --------- ---------- -------- ----------- Net assets available for benefits. $ 510,968 $5,100,316 $435,406 $11,462,449 ========= ========== ======== ===========
The accompanying notes are an integral part of these financial statements. WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Statement of Net Assets Available for Benefits Year Ended December 31, 1995
Money Market Bond Large Cap Small Capital Fund Fund Stock Fund Fund ------------ ----------- ----------- ------------- Assets: Investments, at fair value .... $ 1,215,855 $ 980,294 $ 1,778,665 $ 806,286 Receivables: Accrued income (loss) ..... (4,178) (5,375) 11,398 7,286 Receivable from employer 2,302 Loans to participants ..... ----------- ----------- ----------- ---------- Net assets available for benefits ...... $ 1,213,979 $ 974,919 $ 1,790,063 $ 813,572 =========== =========== =========== ========== (Re-Stub Table) WSFS Financial International Common Fund Fund Loan Fund Total ------------- ---------- --------- ------------ Assets: Investments, at fair value .... $ 469,042 $ 4,979,678 $ 10,229,820 Receivables: Accrued income (loss) ..... 4,800 11,726 25,657 Receivable from employer 2,302 Loans to participants...... $ 408,593 408,593 --------- ----------- --------- ------------ Net assets available for benefits....... $ 473,842 $ 4,991,404 $ 408,593 $ 10,666,372 ========= =========== ========= ============
The accompanying notes are an integral part of these financial statements. WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 1996
Money Market Bond Large Cap Small Capital Fund Fund Stock Fund Fund ------------ ----------- ----------- ------------- Additions to net assets attributed to: Investment Income: Net realized and unrealized appreciation in fair value of investments ...................................... $ 20,244 $ 437,665 $ 181,293 Interest and dividends ............................ $ 66,786 (23) 140 177 ----------- ----------- ----------- ----------- 66,786 20,221 437,805 181,470 ----------- ----------- ----------- ----------- Contributions: Employer .......................................... 31,399 17,045 26,954 16,916 Employee .......................................... 59,479 49,314 122,255 93,459 ----------- ----------- ----------- ----------- 90,878 66,359 149,209 110,375 ----------- ----------- ----------- ----------- Transfers from other qualified plans on behalf of participants ......................... 6,166 ----------- ----------- ----------- ----------- Total additions ....................................... 157,664 86,580 593,180 291,845 ----------- ----------- ----------- ----------- Participant withdrawals from net assets ........................................ (226,291) (128,173) (248,021) (240,178) Supplemental interfund transfers and employee contributions ............................ 81,777 (22,143) 189,026 72,354 Net transfers to loan fund ............................ (25,794) (5,688) 3,914 43,174 ----------- ----------- ----------- ----------- Net increase (decrease) ............................... (12,644) (69,424) 538,099 167,195 Net assets available for benefits: Beginning of year ................................. 1,213,979 974,919 1,790,063 813,572 ----------- ----------- ----------- ----------- End of year ....................................... $ 1,201,335 $ 905,495 $ 2,328,162 $ 980,767 =========== =========== =========== ===========
(Re-Stub Table)
WSFS Financial International Common Loan Fund Stock Fund Fund Total ------------- ---------- ----- ----- Additions to net assets attributed to: Investment Income: Net realized and unrealized appreciation in fair value of investments.................... $ 44,602 $ 409,839 $1,093,643 Interest and dividends.......... 313 104,380 $ 50,666 222,439 --------- ---------- --------- ---------- 44,915 514,219 50,666 1,316,082 --------- ---------- --------- ---------- Contributions: Employer........................ 14,413 547,745 654,472 Employee........................ 58,460 103,645 486,612 --------- ---------- --------- ---------- 72,873 651,390 1,141,084 --------- ---------- --------- ---------- Transfers from other qualified plans on behalf of participants...... 70,748 76,914 76,914 --------- ---------- --------- ---------- Total additions .................... 117,788 1,236,357 50,666 2,534,080 --------- ---------- --------- ---------- Participant withdrawals from net assets...................... (94,665) (735,020) (65,655) (1,738,003) Supplemental interfund transfers and employee contributions.......... 10,353 (331,367) Net transfers to loan fund ......... 3,650 (61,058) 41,802 --------- ---------- -------- ---------- Net increase (decrease)............. 37,126 108,912 26,813 796,077 Net assets available for benefits: Beginning of year............... 473,842 4,991,404 408,593 10,666,372 --------- ---------- --------- ----------- End of year .................... $ 510,968 $5,100,316 $ 435,406 $11,462,449 ========= ========== ========= ===========
The accompanying notes are an integral part of these financial statements. WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 1995
Money Market Bond Large Cap Small Capital Fund Fund Stock Fund Fund ------------ ----------- ---------- ------------- Additions to net assets attributed to: Investment Income: Net realized and unrealized appreciation in fair value of investments ....................... $ 156,027 $ 451,398 $ 152,993 Interest and dividends .............. $ 76,361 352 3,559 5,666 ------------ ----------- --------- --------- 76,361 156,379 454,957 158,659 ------------ ----------- --------- --------- Contributions: Employer ........................... 34,476 18,599 27,264 23,071 Employees .......................... 73,379 60,810 124,988 106,213 ------------ ----------- --------- --------- 107,855 79,409 152,252 129,284 ------------ ----------- --------- --------- Transfers from other qualified plans on behalf of participants .......... 714 1,260 ------------ ----------- --------- --------- Total additions ........................ 184,216 235,788 607,923 289,203 ------------ ----------- --------- --------- Participant withdrawals from net assets ......................... (158,307) (65,851) (119,908) (18,804) Supplemental interfund transfers and employee contributions ............. (12,234) 17,296 23,754 (7,960) Net transfers to loan fund ............. 18,354 (11,970) (16,848) (9,641) ------------ ----------- --------- --------- Net increase ...................... 32,029 175,263 494,921 252,798 Net assets available for benefits: Beginning of year .................. 1,181,950 799,656 1,295,142 560,774 ------------ ----------- ---------- --------- End of year ........................ $ 1,213,979 $ 974,919 $1,790,063 $ 813,572 ============ =========== ========== =========
(Re-Stub Table)
WSFS Financial International Common Fund Stock Fund Loan Fund Total ------------ ----------- ----------- ---------- Additions to net assets attributed to: Investment Income: Net realized and unrealized appreciation in fair value of investments.......................... $38,946 $ 2,280,760 $ 3,080,124 Interest and dividends.................. (56) 106,199 $ 37,681 229,762 ------------ ----------- ----------- ------------ 38,890 2,386,959 37,681 3,309,886 ------------ ----------- ----------- ------------ Contributions: Employer.............................. 17,583 1,210,122 1,331,115 Employees............................. 77,279 81,292 523,961 ------------ ----------- ----------- ------------ 94,862 1,291,414 1,855,076 ------------ ----------- ----------- ------------ Transfers from other qualified plans on behalf of participants............. 357 8,376 10,707 ------------ ----------- ----------- ------------ Total additions......................... 134,109 3,686,749 37,681 5,175,669 ------------ ----------- ----------- ------------ Participant withdrawls from net assets............................ (11,859) (301,612) (14,189) (690,530) Supplemental interfund transfers and employee contributions................ (61,137) 181,067 140,786 Net transfers to loan fund.............. 8,891 (6,191) 17,405 ------------ ---------- ----------- ------------ Net increase.......................... 70,004 3,560,013 40,897 4,625,925 Net assets available for benefits: Beginning of year..................... 403,838 1,431,391 367,696 6,040,447 ------------ ---------- ----------- ------------ End of year......................... $ 473,842 $4,991,404 $ 408,593 $ 10,666,372 ============ ========== =========== ============
The accompanying notes are an integral part of these financial statements. WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 1994
Money Market Bond Large Cap Small Cap Fund Fund Stock Fund Fund ------------ ----------- ---------- ---------- Additions to net assets attributed to: Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments............ $ (29,086) $ (61,915) $ 10,762 Interest and dividends ................. $ 49,865 75 157 ------------ ----------- ---------- ---------- 49,865 (29,011) (61,915) 10,919 ------------ ----------- ---------- ---------- Contributions: Employer................................ 23,228 21,821 26,184 18,415 Employees .............................. 53,727 65,261 102,190 70,568 ------------ ----------- ---------- ---------- 76,955 87,082 128,374 88,983 ------------ ----------- ---------- ---------- Transfers from other qualified plans on behalf of participants............... ------------ ----------- ---------- ---------- Total additions ............................ 126,820 58,071 66,459 99,902 ------------ ----------- ---------- ---------- Participant withdrawals from net assets ............................. (108,045) (30,863) (68,069) (5,674) Supplemental interfund transfers and employee contributions ............. 763,815 (124,318) 150,801 (435,079) Net transfers among funds................... (643 466) 147,190 (3,213) 447,085 ------------ ----------- ---------- ---------- Net increase (decrease) ................ 139,124 50,080 145,978 106,234 Net assets available for benefits: Beginning of year....................... 1,042,826 749,576 1,149,164 454,540 ------------ ----------- ---------- ---------- End of year ............................ $1,181,950 $ 799,656 $1,295,142 $ 560,774 ========== ========== ========== ==========
(Re-Stubbed Table)
WSFS WSFS Financial Financial International Common Preferred Fund Stock Fund Stock Fund Loan Fund Total ------------- ----------- ---------- ----------- ---------- Additions to net assets attributed to: Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments............ $ (1,025) $ (186,306) $ 36,628 $ (230,942) Interest and dividends.................. 148 726 $ 32,174 83,145 ---------- ----------- ----------- ----------- ---------- (877) (185,580) 36,628 32,174 (147,797) ---------- ----------- ----------- ----------- ---------- Contributions: Employer................................ 11,633 303,118 860 405,259 Employees .............................. 52,408 40,001 3,156 387,311 ---------- ----------- ----------- ----------- ---------- 64,041 343,119 4,016 792,570 ---------- ----------- ----------- ----------- ---------- Transfers from other qualified plans on behalf of participants............... 545 545 ---------- ----------- ----------- ----------- ---------- Total additions ............................ 63,709 157,539 40,644 32,174 645,318 ---------- ----------- ----------- ----------- ---------- Participant withdrawals from net assets ............................. (5,497) (41,949) (78,515) (4,283) (342,895) Supplemental interfund transfers and employee contributions ............. (314,566) 177,182 92,462 (14,037) 296,260 Net transfers among funds................... 325,671 557,143 (606,243) (224,167) ---------- ----------- ----------- ----------- ---------- Net increase (decrease) ................ 69,317 849,915 (551,652) (210,313) 598,683 Net assets available for benefits: Beginning of year....................... 334,521 581,476 551,652 578,009 5,441,764 ---------- ----------- ----------- ----------- ---------- End of year ............................ $ 403,838 $1,431,391 $ $ 367,696 $6,040,447 ========== ========== ============ ========== ==========
The accompanying notes are an integral part of these financial statements. WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Notes to Financial Statements Note 1 - Description of Plan: The purpose of the Plan is to encourage and assist employees in following a systematic savings program suited to their individual long-term financial objectives. The Plan is subject to the provisions of the Employees Retirement Income Security Act of 1974 (ERISA). The following description of the WSFS Financial Corporation 401(k) Savings and Retirement Plan (the "Plan"), provides only general information. Participants should refer to the Plan Agreement or the Summary Plan Description for a more complete description of the Plan's provisions. Plan Amendment: Effective July 1, 1993, the Plan was amended with the most notable changes being the addition of two new investment funds (Small Cap and International Stock Funds), increased employer contributions and a new vesting schedule for employer contributions. Each of these amendments is discussed further in the captions that follow. Eligibility: All full- and part-time employees of WSFS Financial Corporation or its subsidiaries ("the Employers") who were employed on or before June 30, 1993 were eligible to participate on the first of the month following 90 days of service. Employees hired after June 30, 1993 are eligible to participate following the completion of one year of continuous employment, 1,000 hours of service and attainment of age 21. Contributions: Participants may authorize the Employers to make payroll deductions under the Plan from 1% to 15% of their base salary not to exceed $9,500 in 1996. The percentage contribution may be increased, decreased, revoked or resumed at any time during the year. Such changes are effective as of the next pay period. Contributions made by participants are credited to their individual accounts and are made on a pre-tax basis assuming applicable regulations set forth in the Internal Revenue Code are satisfied. All contributions made by the Employers on participants' behalf are also on a pre-tax basis. The Employers' contributions to the Plan are made monthly and comprise the following: 1. Company Matching Contribution - An employer matching contribution program was implemented effective July 1, 1993. The Company matches 25% of the employee's contribution up to 6%. The matching contribution is in the form of WSFS Financial common stock. 2. Employer Discretionary Profit Sharing Contribution - Effective July 1, 1993, the Company implemented a profit sharing program. The allocation formula was amended and effective October 1, 1995. The contribution for each eligible participant is calculated on a pro-rata basis of the Participant's compensation in relation to the total compensation of all participants. The profit sharing contribution is in the form of WSFS Financial common stock and consists of two parts: o Base Contribution - Awarded quarterly as predetermined targets are achieved. o Supplemental Contribution - Awarded at year end or shortly thereafter in the event the Company equalled or exceeded budgeted targets for the entire year. During the year ended December 31, 1996, the Board of Directors approved a Supplemental Contribution of $140,000 to the 401(K) Plan. The contribution was invested in WSFS Common Stock and distributed to the Plan for the year ended December 31, 1996. The distribution to Plan participants was calculated according to the amended formula discussed above. 3. Excess Flexible Benefit Funds - Under the Employers' BeneFlex programs, employees are provided a fixed amount of funds by the Employer which can be used to purchase optional employee benefits. In lieu of purchasing such benefits, employees may direct all or part of these funds to be contributed to the Plan on their behalf. Participants' accounts: Participants' accounts are credited for their contributions and the Employers' contribution made on their behalf. Participants' accounts are also credited with an allocation of the earnings or losses of the Plan fund in which each participant's account is invested based upon the change in unit share price of all funds and for the money market fund upon the ratio of the account balance to the total of all participants' account balances in that fund. Vesting: All employee contributions are 100% vested and are not subject to forfeiture for any reason. Employees hired on or before June 30, 1993 are also 100% vested in the Employer's contributions. Employer contributions which are forfeited by participants reduce future Employer contributions. Employees hired after June 30, 1993 will become vested in the Employer's contribution as follows: Year of Vested Service Percentages ------- ----------- 0-2 0% 3 20% 4 40% 5 60% 6 80% 7 100% Withdrawals: Participants' accounts are segregated between pre-January 1, 1988 and post-January 1, 1988 contributions. Employee contributions made subsequent to January 1, 1988 are made on a pre-tax basis and withdrawals are subject to tax and, in certain instances, penalty. Effective January 1, 1993, the Plan is required to withhold federal income taxes at a flat rate of 20% on the taxable portion of withdrawals that are not directly rolled over into an Individual Retirement Account (IRA) or another qualified retirement plan. This withholding tax does not apply to minimum distributions and annuity payments. Participant interest payments on loans, which are recorded as earnings, are made on a post-tax basis. Under the Plan, participants may request hardship withdrawals of vested contributions (but not income earned on contributions after December 31, 1988) which must be approved by the Employee Benefits Committee and can only be made for one of the following reasons: 1. Purchase of primary residence of the participant 2. Preservation of primary residence 3. Certain medical expenses of a participant or their dependents 4. Tuition for the next semester or quarter of post-secondary education of the employee, spouse or dependents. Hardship withdrawals are subject to applicable withholding taxes. Loan provision: Under the Plan, participants may obtain loans up to 50% of their vested account balance with a minimum loan of $1,000 and a maximum loan of $50,000. The interest rate on loans is 10%. Interest paid on the loan is added to the participant's account balance. Loans are secured by the participant's interest in the Plan. Investment funds: Seven investment funds have been established with Wilmington Trust Company (Trustee) for the investment of participants and Employers contributions. The Small Cap Stock and International Funds were new investment options in 1993. All contributions are allocated to the investment fund in accordance with the participant's individual investment election. Participants may elect to invest in increments of not less than 5% in any of the seven different funds. Participants may change their investment elections monthly. The Trustee is authorized to invest and reinvest the contributions allocated to each of the investment funds, including all sales proceeds, investment income and other payments received. A general description of the investments maintained in each fund is described below. Money Market Fund - This fund invests in fixed income securities, 80% of which will mature within 90 days and 20% which will mature within one year. This fund's objective is to provide maximum protection of principal value with a yield consistent with short-term interest rates. Bond Fund - This fund invests in a diversified mix of investment-quality, fixed income securities. The overall sensitivity of the portfolio's value to changes in interest rates is similar to that of the bond market as a whole. The fund's objective is to provide an above-average investment return consistent with the protection of principal value. An individual choosing this fund should be willing to accept some fluctuation in market value for capital appreciation opportunities Large Cap Stock Fund - This fund invests in well-established, high quality companies with large capitalizations (generally greater than $500 million). The stocks are chosen for their above average potential for capital appreciation and dividend growth. Small Cap Stock Fund - This fund specializes in smaller companies, generally those with market capitalizations under $500 million. The portfolio includes both emerging and well-established companies across a wide variety of industries. The fund's objective is to own stock in companies whose earnings in aggregate are projected to grow substantially faster than the economy. International Fund - This fund invests exclusively in non-U.S. markets across a wide range of industries and companies. Fund investments include companies in large, well-established countries as well as in some of the world's emerging markets. WSFS Financial Common Stock - This fund invests solely in shares of the common stock issued by WSFS Financial Corporation. WSFS Financial Preferred Stock Fund - This fund was transferred to the WSFS Financial Common Stock fund in 1994 when the Company's Preferred Stock was converted into Common Stock at a ratio of 6.47 shares of Common Stock for each share of Preferred Stock. The Loan fund is used solely to hold principal and interest payments on outstanding loans and is not an investment alternative for contributions. However, amounts paid on outstanding loans are allocated to the seven investment funds in a manner consistent with the participant's individual investment elections. Administrative expenses: Expenses relating to the administration of the Plan are paid by WSFS Financial Corporation. Costs incurred by the Plan relating to voluntary removal of funds in the form of loan proceeds or withdrawals are borne by the Plan participants. Note 2 - Summary of Significant Accounting Policies: Basis of presentation: The accompanying financial statements are prepared on the accrual basis of accounting. Revenues and expenses are recognized when earned or incurred in accordance with generally accepted accounting principles. Investment in securities: Investments in short-term securities are valued at cost which approximates market. Investments in Wilmington Trust commingled funds are valued at market based on the quoted year-end market value of securities held by the funds. WSFS Financial Corporation common and preferred stock is valued at the year-end market price. Revenue recognition and method of accounting: The Plan records all transactions on an accrual basis. Investment income is recorded as earned. The Plan calculates realized gains and losses and unrealized appreciation and depreciation as the difference between market value and cost; IRS Form 5500 calculates realized gains and losses and unrealized appreciation and depreciation as the difference between market value at time of sale and market value at the prior period year end. Fund accounting for income: The Wilmington Trust commingled funds invest interest and dividend income within the fund to purchase more fund assets rather than distribute the income among investors in the fund. Note 3 - Investments The following table presents the fair values of investments. The investments in the Bond, Large Cap Stock, Small Cap Stock and International Stock Funds represent the Plan's undivided interest in the corresponding common or commingled trust funds maintained by Wilmington Trust Company.
December 31, 1996 1995 ---- ---- Money Market Fund: Wilmington Trust Company Money Market Fund............................... $1,173,847 $1,216,551 Cash and cash equivalents ............................................... 27,521 (696) ----------- ---------- $ 1,201,368 $ 1,215,855 ----------- ---------- Bond Fund: Wilmington Trust Company Employee Benefit Strategic Fixed Income Fund (1996 - 55,752 units, 1995 - 61,731 units)...................................................... $ 905,415 $ 980,286 Wilmington Trust Company Money Market Fund............................... - 1,154 Cash and cash equivalents................................................ - (1,146) ----------- ---------- $ 905,415 $ 980,294 ----------- ---------- Large Cap Stock Fund: Wilmington Trust Company Value Equity Collective Fund (1996 - 33,608 units, 1995 - 31,815 units)......................... $1,208,548 $ 931,534 Wilmington Trust Company Growth Equity Collective Fund (1996 - 26,259 units, 1995 - 24,772) .............................. 1,119,689 847,191 Wilmington Trust Company Money Market Fund............................... - 1,897 Cash and cash equivalents................................................ - (1,957) ----------- ----------- $ 2,328,237 $ 1,778,665 ----------- ---------- Small Cap Stock Fund: Wilmington Trust Company Small Cap Portfolio Collective Fund (1996 - 41,841 units, 1995 - 41,906 units) ................... $ 980,752 $ 806,262 Cash and cash equivalents ............................................... - 24 ----------- ----------- $ 980,752 $ 806,286 ----------- ----------- International Stock Fund: Wilmington Trust Company International Equity Collective Fund (1996 - 20,670, 1995 - 20,779 units) ......................... $ 510,954 $ 468,993 Cash and cash equivalents ............................................... - 49 ----------- ----------- $ 510,954 $ 469,042 ----------- -----------
Note 3 - Investments (Cont'd)
December 31, 1996 1995 ---- ---- WSFS Financial Common Stock Fund: WSFS Financial Corporation common stock (1996 - 500,600 shares; 1995 - 552,824 shares) .................................... $ 5,100,113 $ 4,975,416 Wilmington Trust Company Money Market Fund............................... - 164,274 Cash and cash equivalents ............................................... - (160,012) ----------- ----------- $ 5,100,113 $ 4,979,678 ----------- ----------- Total investments ................................................. $11,026,839 $10,229,820 =========== ===========
During the three year period ended December 31, 1996, the Plan's investments (including investments bought, sold, as well as held during the year) appreciated (depreciated) in value as follows:
WSFS WSFS Large Cap Small Cap Financial Financial Bond Stock Stock International Common Preferred Fund Fund Fund Stock Fund Stock Fund Stock Fund Total ----- --------- --------- ------------ ---------- ---------- ------- 1996 Net realized gain on sales of investments...... $ 23,489 $116,497 $ 63,018 $ 13,719 $ 337,017 $ 553,740 Net change in unrealized appreciation (depreciation) of investments............ (3,245) 321,168 118,275 30,883 72,822 539,903 -------- -------- -------- --------- ---------- ------- ---------- $ 20,244 437,665 $181,293 $ 44,602 $ 409,839 $1,093,643 ======== ======== ======== ========= ========== ======= ========== 1995 Net realized gain on sales of investments...... $ 5,181 $ 37,823 $ 19,400 $ 3,304 $ 78,397 144,105 Net change in unrealized appreciation (depreciation) of investments............ 150,846 413,575 133,593 35,642 2,202,363 2,936,019 -------- -------- -------- --------- ---------- ------- ---------- $156,027 $451,398 $152,993 $ 38,946 $2,280,760 $3,080,124 ======== ======== ======== ========= ========== ======= ========== 1994 Net realized gain (loss) on sales of investment. $ (1,873) $ 1,411 $ (852) $ (642) $ (44,665) $36,628 $ (9,993) Net change in unrealized appreciation (depreciation) of investments............ (27,213) (63,326) 11,614 (383) (141,641) (220,949) -------- -------- -------- --------- ---------- ------- ---------- $(29,086) $(61,915) $ 10,762 $ (1,025) $ (186,306) $36,628 $ (230,942) ======== ======== ======== ========= ========== ======= ==========
Note 4 - Income Tax Status: The Plan administrator has obtained a tax determination letter requesting exemption from income tax under section 401(k) of the Internal Revenue Code. Accordingly, no provision for income tax is included in the accompanying financial statements. Note 5 - Description of Priorities Upon Plan Termination: Although WSFS Financial Corporation has not expressed any intention to terminate the Plan, it may do so at any time. In the event of a termination, each participant will receive a total distribution equal to their vested share of each of the funds. All unvested Employer contributions revert to the Employer in the event of a plan termination. WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Supplemental Information Schedule I WSFS FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Item 27a: Schedule of Assets Held for Investment Purposes at December 31, 1996 (Supplemental Information)
Shares or Current Face Amount Description of investment Cost Value - ----------- ------------------------- ---------- ------- Money Market Fund: 1,201,368 Wilmington Trust Co. Money Market Fund.......................... $1,173,847 $1,173,847 Uninvested cash ................................................ 27,521 27,521 ---------- ---------- 1,201,368 1,201,368 ---------- ---------- Bond Fund: 55,752 Wilmington Trust Co. Employee Strategic Benefit Fixed Income Fund ......................................... 789,764 905,415 ---------- ---------- Large Cap Stock Fund: 33,608 Wilmington Trust Co. Value Equity Collective Fund............... 798,231 1,208,548 26,259 Wilmington Trust Co. Growth Equity Collective Fund.... 812,955 1,119,689 ---------- --------- 1,611,186 2,328,237 ---------- --------- Small Cap Stock fund: 41,841 Wilmington Trust Co. Small Cap Portfolio Collective Fund ............................................................. 726,003 980,752 ---------- --------- International Stock Fund: 20,670 Wilmington Trust Co. International Equity Collective Fund ...................................................... 450,653 510,954 ---------- --------- WSFS Financial Common Stock Fund: 500,600 WSFS Financial Common Stock...................... 2,742,499 5,100,113 ---------- --------- Loan Fund: Loans to participant..................................... 435,406 435,406 ---------- --------- Total ................................................... $7,956,879 $11,462,245 ---------- ---------
Schedule II FINANCIAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN Item 27d: Schedule of Reportable Transactions (Supplemental Information) (single transaction or series of transactions in one issue aggregating 5% or more of the market value of plan assets at January 1,1996) For the Year Ended December 31, 1996
Sales Number of Names of Name of party and --------------------------- Purchases and Sales and description of assets Purchases Cost Proceeds Gain/(Loss) Issuances Redemptions ---------------------- ----------- ----------- ----------- ------------ ------------- ----------- WSFS - Bond Fund $ 2,817,305 $ 1,386,313 $ 1,756,252 $ 369,939 250 362 WSFS - Short Term Investment Fund 1,362,208 2,578,759 2,578,759 19 21 WSFS - Employer Common Stock Fund 1,010,313 1,069,130 1,211,474
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