-----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, IQJaHBD4r7wWXcP1AR2p9YWj5P9u3BAo/7O86z9m7GXYfV208FnaPWBd4BT7+i8b E6c4GzePut5xFSzGqGBEHA== 0000882377-96-000080.txt : 19960627 0000882377-96-000080.hdr.sgml : 19960627 ACCESSION NUMBER: 0000882377-96-000080 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960626 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MSB BANCORP INC /DE CENTRAL INDEX KEY: 0000887202 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 061341670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20187 FILM NUMBER: 96585838 BUSINESS ADDRESS: STREET 1: 35 MATTHEWS ST CITY: GOSHEN STATE: NY ZIP: 10924 BUSINESS PHONE: 9142948100 MAIL ADDRESS: STREET 1: 35 MATTHEWS ST CITY: GOSHEN STATE: NY ZIP: 10924 11-K 1 MSB BANCORP, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 0-20187 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: MIDDLETOWN SAVINGS BANK 401(k) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: MSB Bancorp, Inc. 35 Matthews Street Goshen, New York 10924 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the 401(k) savings plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Middletown Savings Bank 401(k) Savings Plan (Name of Plan) Date June 22, 1996 /s/William C. Myers -------------------------- (Signature) William C. Myers, President and Chief Executive Officer Plan Administrator MIDDLETOWN SAVINGS BANK GOSHEN, NEW YORK 401(K) SAVINGS PLAN FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995 AND 1994 MIDDLETOWN SAVINGS BANK GOSHEN, NEW YORK 401(K) SAVINGS PLAN TABLE OF CONTENTS PAGE INDEPENDENT AUDITOR'S REPORT 1 FINANCIAL STATEMENTS Statement of Net Assets Available for Plan Benefits With Fund Information 2 - 3 Statement of Changes in Net Assets Available for Plan Benefits With Fund Information 4 Notes to Financial Statements 5 - 7 SUPPLEMENTARY INFORMATION Schedule I - Assets Held for Investment Purposes 8 Schedule II - Assets Held for Investment Purposes Which Were Both Acquired and Disposed of Within the Plan Year 9 Schedule III - Leases in Default or Classified as Uncollectible 9 Schedule IV - Nonexempt Transactions 9 Schedule V - Reportable Transactions 10 - 11 [LETTERHEAD OF NUGENT & HAEUSSLER, P. C.] INDEPENDENT AUDITOR'S REPORT The Trustees Middletown Savings Bank 401(K) Savings Plan 35 Matthews Street Goshen, New York 10924 We have audited the accompanying statement of net assets available for plan benefits of the Middletown Savings Bank 401(K) Savings Plan as of December 31, 1995 and 1994, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1995. 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 audit. 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 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 audit provides 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, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules are presented for the purpose of additional analysis and is not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in the audit 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/ Nugent & Haeussler, P.C. ------------------------------ NUGENT & HAEUSSLER, P. C. Newburgh, New York June 6, 1996 -1- MIDDLETOWN SAVINGS BANK GOSHEN, NEW YORK 401K SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION DECEMBER 31, 1995
PARTICIPANT DIRECTED FIDELITY ADVISOR FIDELITY GROWTH ADVISOR OPPORTUNITIES INCOME AND FUND GROWTH FUND ASSETS Investments, at Fair Market Value (Note 2) Shares of Registered Investment Companies $ 281,708 $ 205,874 MSB Bancorp Stock 0 0 ---------- ---------- TOTAL INVESTMENTS 281,708 205,874 ---------- ---------- RECEIVABLES Employer's Contribution 0 0 Participant Notes Receivable 0 0 Accrued Income 3 2 ---------- ---------- TOTAL RECEIVABLES 3 2 ---------- ---------- CASH 2,333 1,473 ---------- ---------- TOTAL ASSETS 284,044 207,349 LIABILITIES 0 0 - ----------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 284,044 $ 207,349 ============ ============
The accompanying notes are an integral part of these financial statements. -2-
P A R T I C I P A N T D I R E C T E D FIDELITY FIDELITY ADVISOR FIDELITY MSB ADVISOR LIMITED DAILY BANCORP OVERSEAS TERM BOND MONEY STOCK PARTICIPANT FUND FUND FUND FUND NOTES OTHER TOTAL -------- ---------- --------- --------- ----------- -------- -------- $ 39,891 $ 107,406 $ 0 $ 0 $ 0 $ 0 $ 634,879 0 0 0 440,781 0 0 440,781 -------- --------- -------- --------- -------- -------- ----------- 39,891 107,406 0 440,781 0 0 1,075,660 -------- --------- -------- --------- -------- -------- ----------- 0 0 0 0 0 60,000 60,000 0 0 0 0 63,690 0 63,690 0 1 1,195 3,632 0 0 4,833 -------- --------- -------- --------- -------- -------- ----------- 0 1 1,195 3,632 63,690 60,000 128,523 -------- --------- -------- --------- -------- -------- ----------- 238 859 68,783 2,404 0 0 76,090 -------- --------- -------- --------- -------- -------- ----------- 40,129 108,266 69,978 446,817 63,690 60,000 1,280,273 0 0 0 0 0 0 0 -------- --------- -------- --------- -------- -------- ----------- $ 40,129 $ 108,266 $ 69,978 $ 446,817 $ 63,690 $ 60,000 $ 1,280,273 ========== =========== ========== =========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements. -2- MIDDLETOWN SAVINGS BANK GOSHEN, NEW YORK 401K SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION DECEMBER 31, 1994
PARTICIPANT DIRECTED SHORT CORE VALUE TERM EQUITY EQUITY INVESTMENT FUND FUND FUND ASSETS Investments, at Fair Value (Note 2) Shares of Registered Investment Companies RSI Retirement Trust $ 318,599 $ 61,115 $ 179,340 MSB Bancorp Stock 0 0 0 --------- -------- --------- TOTAL INVESTMENTS 318,599 61,115 179,340 --------- -------- --------- RECEIVABLES Participant Notes Receivable 0 0 0 --------- -------- --------- CASH 0 0 0 --------- -------- --------- TOTAL ASSETS 318,599 61,115 179,340 LIABILITIES 0 0 0 - ----------- --------- -------- --------- NET ASSETS AVAILABLE FOR BENEFITS $ 318,599 $ 61,115 $ 179,340 =========== ========== ===========
The accompanying notes are an integral part of these financial statements. -3-
P A R T I C I P A N T D I R E C T E D ACTIVELY INTERMEDIATE MSB MANAGED TERM EMERGING BANCORP BOND BOND GROWTH STOCK PARTICIPANT FUND FUND EQUITY FUND NOTES OTHER TOTAL $ 127,652 $ 62,434 $ 78,222 $ 0 $ 0 $ 0 $ 827,362 0 0 0 416,781 0 0 416,781 --------- -------- -------- --------- -------- ------- ----------- 127,652 62,434 78,222 416,781 0 0 1,244,143 --------- -------- -------- --------- -------- ------- ----------- 0 0 0 0 59,171 0 59,171 --------- -------- -------- --------- -------- ------- ----------- 0 0 0 0 0 1,088 1,088 --------- -------- -------- --------- -------- ------- ----------- 127,652 62,434 78,222 416,781 59,171 1,088 1,304,402 0 0 0 0 0 0 0 --------- -------- -------- --------- -------- ------ ----------- $ 127,652 $ 62,434 $ 78,222 $ 416,781 $ 59,171 $ 1,088 $ 1,304,402 =========== ========== ========== =========== ========== ========= =============
The accompanying notes are an integral part of these financial statements. -3- MIDDLETOWN SAVINGS BANK GOSHEN, NEW YORK 401(K) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1995
PARTICIPANT DIRECTED FIDELITY ADVISOR FIDELITY FIDELITY GROWTH ADVISOR ADVISOR OPPORTUNITIES INCOME AND OVERSEAS FUND GROWTH FUND FUND ADDITIONS ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment Income Net Appreciation (Depreciation) in Fair Value of Investments $ 4,699 $ 1,422 $ 659 Interest 0 0 0 Dividends 470 400 22 --------- --------- -------- TOTAL INVESTMENT INCOME 5,169 1,822 681 --------- --------- -------- CONTRIBUTIONS: Participants' 25,080 15,687 2,811 Employer's 0 0 0 --------- --------- -------- TOTAL CONTRIBUTIONS 25,080 15,687 2,811 --------- --------- -------- TOTAL ADDITIONS 30,249 17,509 3,492 --------- --------- -------- DEDUCTIONS: Deductions from Net Assets Attributed to: Benefits Paid to Participants 128 62 0 --------- --------- -------- Net Increase (Decrease) Prior to Transfers 30,121 17,447 3,492 Transfers 253,923 189,902 36,637 --------- --------- -------- Net Increase (Decrease) 284,044 207,349 40,129 Net Assets Available for Benefits: BEGINNING OF YEAR 0 0 0 --------- --------- -------- END OF YEAR $ 284,044 $ 207,349 $ 40,129 =========== =========== ==========
The accompanying notes are an integral part of these financial statements. -4-
P A R T I C I P A N T D I R E C T E D FIDELITY ADVISOR FIDELITY MSB LIMITED DAILY BANCORP RSI TERM BOND MONEY STOCK PARTICIPANT RETIREMENT FUND FUND FUND NOTES OTHER TRUST TOTAL $ 635 $ 0 $ (59,700) $ 0 $ 0 $ 167,658 $ 115,373 0 0 0 2,376 0 0 2,376 558 1,227 12,008 0 0 0 14,685 --------- -------- --------- -------- -------- --------- ----------- 1,193 1,227 (47,692) 2,376 0 167,658 132,434 --------- -------- --------- -------- -------- --------- ----------- 8,773 2,840 44,733 0 0 43,428 143,352 0 0 0 0 60,000 0 60,000 --------- -------- --------- -------- -------- --------- ---------- 8,773 2,840 44,733 0 60,000 43,428 203,352 --------- -------- --------- -------- -------- --------- ---------- 9,966 4,067 (2,959) 2,376 60,000 211,086 335,786 --------- -------- --------- -------- -------- --------- ---------- 42 20 157,161 0 0 202,502 359,915 --------- -------- --------- -------- -------- --------- ---------- 9,924 4,047 (160,120) 2,376 60,000 8,584 (24,129) 98,342 65,931 190,156 2,143 0 (837,034) 0 --------- -------- --------- -------- -------- --------- ---------- 108,266 69,978 30,036 4,519 60,000 (828,450) (24,129) 0 0 416,781 59,171 0 828,450 1,304,402 --------- -------- --------- -------- -------- --------- ---------- $ 108,266 $ 69,978 $ 446,817 $ 63,690 $ 60,000 $ 0 $1,280,273 =========== ========== =========== ========== ========== ========== ============
The accompanying notes are an integral part of these financial statements. -4- MIDDLETOWN SAVINGS BANK 401(K) SAVINGS PLAN GOSHEN, NEW YORK NOTES TO FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF PLAN. The following description of the Middletown Savings Bank ("Bank") 401(k) Savings Plan ("Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. A. GENERAL The Plan is a defined contribution plan covering all full-time employees of the Company who have one year of service and are age twenty-one or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Participation in the Plan is voluntary. B. CONTRIBUTIONS Each year, participants may elect to make contributions of not less than 2% nor more than 10% of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. Additional amounts may be contributed at the discretion of the Bank. Contributions are subject to certain limitations. Prior to October 1, 1992, the Bank made contributions on behalf of each participant in an amount equal to 50% of such participant's basic contributions up to a maximum of 3% of the participant's compensation. The Bank has not made any matching contributions since October 1, 1992. As of December 31, 1995, the Plan has accrued $60,000.00 in discretionary contributions from the Bank. C. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution, if any, and, (b) Plan earnings. Bank contributions shall be allocated among the eligible employees in the proportion that the compensation of each such eligible employee bears to the aggregate compensation of all such eligible employees. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. D. VESTING Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's matching and discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested after six years of credited service. -5- MIDDLETOWN SAVINGS BANK 401(K) SAVINGS PLAN GOSHEN, NEW YORK NOTES TO FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF PLAN. (Continued) E. INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may direct employee contributions in 5% increments in any of the following six investment options: Fidelity Advisor Growth Opportunities Fund Fidelity Advisor Income and Growth Fund Fidelity Advisor Overseas Fund Fidelity Advisor Limited Term Bond Fund Fidelity Daily Money Fund MSB Bancorp Stock Fund Participants may change their investment options quarterly. F. PARTICIPANT NOTES RECEIVABLE Participants may borrow from their accounts a minimum of $500.00 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Notes fund. Loan terms shall not exceed 5 years unless the loan is used to acquire a primary residence, in which case the borrower may have a term up to 10 years. The loans are secured by the balance in the participant's account and bear interest at the prime rate, rounded to the nearest quarter of 1%. Principal and interest is paid ratably through monthly payroll deductions. G. PAYMENT OF BENEFITS On termination of service due to disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or annual installments over a period not to exceed ten years. H. FORFEITURES Upon the termination of service of a participant for any reason other than early retirement, death or disability, that portion, if any, of his accounts that is not vested shall be forfeited. NOTE 2. SUMMARY OF ACCOUNTING POLICIES. A. BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. B. ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. -6- MIDDLETOWN SAVINGS BANK 401(K) SAVINGS PLAN GOSHEN, NEW YORK NOTES TO FINANCIAL STATEMENTS NOTE 2. SUMMARY OF ACCOUNTING POLICIES. (Continued) C. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Company stock is valued at its quoted market price. Participant notes receivable are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. D. PAYMENT OF BENEFITS Benefits are recorded when paid. E. PLAN TERMINATION Although it has not expressed any intent to do so, the Bank has the right under the Plan to terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, the accounts of each affected participant shall become fully vested. F. PLAN CHANGES Effective July 1, 1995, the Bank's Board of Directors deemed it necessary to withdraw Plan assets invested in RSI trust and to appoint Marine Midland as successor trustee of such assets and as trustee for all future contributions made to the Plan. The maximum level of employee contributions to the Plan was increased to 10% of compensation. Also, the Bank may, in its discretion, make matching or profit sharing contributions to the 401(k) Plan which may be directly invested in Bank shares. G. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated October 24, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan administrator and the Plan's tax counsel believe that the Plan continues to qualify and to operate as designed. -7- MIDDLETOWN SAVINGS BANK GOSHEN, NEW YORK 401(K) SAVINGS PLAN SCHEDULE I - ITEM 27A SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995
NUMBER OF CURRENT SHARES COST VALUE 1. SHARES OF REGISTERED INVESTMENT COMPANIES Fidelity Advisor Growth Opportunities Fund 8903.51 $ 277,426 $ 281,708 Fidelity Advisor Income and Growth Fund 13104.653 204,490 205,874 Fidelity Advisor Overseas Fund 2774.06 39,234 39,891 Fidelity Advisor Limited Term Bond Fund 9917.467 106,774 107,406 ---------- ---------- SUBTOTAL --- $ 627,924 $ 634,879 2. MSB Bancorp Common Stock 23826.00 416,648 440,781 3. Participant Notes N/A 63,690 63,690 ---------- ---------- TOTAL $1,108,262 $1,139,350 =========== ==========
-8- MIDDLETOWN SAVINGS BANK GOSHEN, NEW YORK 401(K) SAVINGS PLAN DECEMBER 31, 1995 SCHEDULE II - ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES WHICH WERE BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR None SCHEDULE III - ITEM 27C - SCHEDULE OF LEASES IN DEFAULT OR CLASSIFIED AS UNCOLLECTIBLE None SCHEDULE IV - ITEM 27E - SCHEDULE OF NONEXEMPT TRANSACTIONS None -9- MIDDLETOWN SAVINGS BANK GOSHEN, NEW YORK 401(K) SAVINGS PLAN SCHEDULE V - ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1995
AVERAGE COST TRAN NUMBER OF OF COST/ NET GAIN TYPE TRANSACTIONS ASSETS PROCEEDS OR LOSS 2,169,478.600 PAR MONEY MARKET FD FIDELITY DAILY MONEY FD BOT 116 --- 2,169,478.60 --- 2,095,791.960 PAR MONEY MARKET FD FIDELITY DAILY MONEY FD SLD 81 2,095,791.96 2,095,791.96 --- 8,903.510 UNITS FIDELITY ADVISOR SERIES II GROWTH OPPORTUNITIES PORT BOT 15 --- 277,426.18 --- 0.000 UNITS FIDELITY ADVISOR SERIES II GROWTH OPPORTUNITIES PORT SLD 2 --- 417.79 417.79 13.104.653 UNITS FIDELITY ADVISOR SERIES II INCOME AND GROWTH PORT BOT 16 --- 204,490.22 --- 0.000 UNITS FIDELITY ADVISOR SERIES II INCOME AND GROWTH SLD 2 --- 38.41 38.41 10,056.935 UNITS FIDELITY ADVISOR SERIES IV LTD TERM BD FD INST'L CLIENT BOT 18 --- 108,275.54 --- 139.468 UNITS FIDELITY ADVISOR SERIES IV LTD TERM BD FD INST'L CLIENT SLD 1 1,501.51 1,504.86 3.35 10,250.000 UNITS MSB BANCORP INC BOT 13 --- 225,227.75 ---
-10- MIDDLETOWN SAVINGS BANK GOSHEN, NEW YORK 401(K) SAVINGS PLAN SCHEDULE V - ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1995 (Continued)
AVERAGE COST TRAN NUMBER OF OF COST/ NET GAIN TYPE TRANSACTIONS ASSETS PROCEEDS OR LOSS 4,849.000 UNITS MSB BANCORP INC SLD 6 62,679.08 97,251.50 34,572.42 346,403.210 PAR MARINE MIDLAND BANK COLLECTIVE TRUST SHORT TERM INVESTMENT FUND DIRECTED BOT 60 --- 346,403.21 --- 364,015.850 PAR MARINE MIDLAND BANK COLLECTIVE TRUST SHORT TERM INVESTMENT FUND DIRECTED SLD 34 364,015.85 364,015.85 ---
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