SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment 1)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 1997
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 000-20809
SIS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 04-3303264
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1441 Main Street
Springfield, Massachusetts 01102
(Address of Principal Executive Offices) (Zip Code)
(413) 748-8000
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of Each Class
Common Stock, par value $0.01 per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant, based on the closing sale price of March 6, 1998, as reported
by NASDAQ, was $267,882,500.
Indicate the number of shares outstanding of the registrant's common
stock, as of the latest practicable date: 6,957,987 shares as of March 6, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the SIS Bancorp, Inc. Proxy Statement for the Annual Meeting of
Stockholders to be held on May 7, 1998 are incorporated by reference into Part
III of this Form 10-K.
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Part IV
ITEM 14. EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K
(a) Contents:
(1) Financial Statements: All Financial Statements are included as
Part II, Item 8 of this Report. The index is on page 40 of
this Report.
(2) Financial Statement Schedules: All Financial Statement
Schedules are included as Part II, Item 8 of this Report. The
index is on page 40 of this Report.
(b) Reports on Form 8-K: During the fourth quarter of 1997, the following Form
8-K's were filed:
o Form 8-K filed on October 22, 1997 relating to the press
release issued on October 22, 1997 containing unaudited
financial information and announcing a cash dividend for the
quarter ended September 30, 1997 and containing information
relating to the previously announced acquisition of GBT and
the acceleration of systems conversions and full "back office"
integration of GBT with the Company.
o Form 8-K filed on December 31, 1997 announcing the completion
on December 17, 1997 of the acquisition of GBT by the Company
pursuant to the Agreement and Plan of Reorganization dated
August 18, 1997.
1
<PAGE>
(c) Exhibits:
Exhibit No. Exhibit Location
(3)(a). Articles of Organization of SIS Bancorp, Inc. (1)
(3)(b). By-laws of SIS Bancorp, Inc. (1)
4(a). Specimen Common Stock Certificate (4)
10. Material Contracts
(a) Employment agreements for Messrs. F. William Marshall, Jr., Frank
W. Barrett, B. John Dill, John F. Treanor, Henry J. McWhinnie, Ms.
Jeanne Rinaldo, Mr. Michael E. Tucker (1)
(b) Employment agreements for Messrs. Gilbert F. Ehmke and Christopher
A. Sinton. (2)
(c) Employment agreement for Mr. J. Gilbert Soucie *
(d) Director and Management Stock Option Plan, as amended. (4)
(e) Director and Management Restricted Stock Plan, as amended. (4)
(f) Rights Agreement, dated January 22, 1997 by and between the
Company and ChaseMellon Shareholder Services, as Rights Agent (3)
21. Subsidiaries of the Registrant *
23. Consent of Price Waterhouse, LLP. *
27. Financial Data Schedules
27.1 Financial Data Schedule for year ended December 31, 1997 *
27.2 Financial Data Schedule restated for year ended December 31, 1996 *
27.3 Financial Data Schedules restated for periods ended June 30,
1996, September 30, 1996, March 31, 1997, June 30, 1997 and
September 30, 1997
Locations of Exhibits if not attached hereto:
(1) Exhibit is incorporated by reference to the Form 8-A Registration Statement
filed by the Company with the Securities and Exchange Commission ("SEC") on June
21, 1996.
(2) Exhibit is incorporated by reference to the Form 10-Q for the quarter ending
June 30, 1996.
(3) Exhibit is incorporated by reference to the Form 8-A Registration Sta tement
filed by the Company with the SEC on January 23, 1997.
(4) Exhibit is incorporated by reference to the Form 10-K filed for the year
ended December 31, 1996.
* Previously filed
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Section 13 of the Securities Exchange Act of
1934, the Bank has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SPRINGFIELD INSTITUTION FOR SAVINGS
April 28, 1998 /s/ John F. Treanor
Date John F. Treanor
Executive Vice President,
Chief Financial Officer, Chief
Operating Officer and Treasurer
3
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited financial statements of SIS Bancorp, Inc. at and for the periods ended
June 30, 1996, September 30, 1996, March 31, 1997, June 30, 1997 and September
30, 1997 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<RESTATED>
<S> <C> <C> <C> <C> <C>
<PERIOD-TYPE> 6-MOS 9-MOS 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1996 JAN-01-1996 JAN-01-1997 JAN-01-1997 JAN-01-1997
<PERIOD-END> JUN-30-1996 SEP-30-1996 MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 43,533 44,469 52,612 54,058 45,023
<INT-BEARING-DEPOSITS> 309 7,045 45 45 0
<FED-FUNDS-SOLD> 11,500 14,896 18,000 5,000 7,700
<TRADING-ASSETS> 404 415 468 549 562
<INVESTMENTS-HELD-FOR-SALE> 377,526 424,162 534,460 550,264 560,207
<INVESTMENTS-CARRYING> 223,748 223,950 216,463 211,735 207,237
<INVESTMENTS-MARKET> 222,838 223,374 213,409 210,983 209,096
<LOANS> 738,628 756,665 782,480 818,659 849,391
<ALLOWANCE> 18,918 19,281 20,337 20,434 22,484
<TOTAL-ASSETS> 1,446,147 1,527,790 1,655,648 1,695,249 1,725,081
<DEPOSITS> 1,121,260 1,157,507 1,214,595 1,231,296 1,251,684
<SHORT-TERM> 190,893 221,333 284,504 301,792 303,715
<LIABILITIES-OTHER> 28,313 32,646 35,424 38,255 41,365
<LONG-TERM> 3,026 3,026 2,848 2,670 2,670
0 0 0 0 0
0 0 0 0 0
<COMMON> 71 71 71 71 71
<OTHER-SE> 102,584 113,207 118,206 121,165 125,576
<TOTAL-LIABILITIES-AND-EQUITY> 1,446,147 1,527,790 1,655,648 1,695,249 1,725,081
<INTEREST-LOAN> 29,760 45,419 16,249 32,942 50,368
<INTEREST-INVEST> 17,662 27,982 12,279 25,155 37,591
<INTEREST-OTHER> 307 484 295 429 805
<INTEREST-TOTAL> 47,729 73,889 28,826 58,531 88,772
<INTEREST-DEPOSIT> 19,133 29,018 10,056 20,350 30,969
<INTEREST-EXPENSE> 22,918 35,443 13,912 28,554 43,769
<INTEREST-INCOME-NET> 24,811 38,446 14,914 29,977 45,003
<LOAN-LOSSES> 1,847 2,751 500 965 1,431
<SECURITIES-GAINS> 4 74 (11) 79 120
<EXPENSE-OTHER> 22,904 34,922 12,435 24,742 37,366
<INCOME-PRETAX> 7,018 11,514 5,371 11,535 17,692
<INCOME-PRE-EXTRAORDINARY> 6,528 17,445 3,280 6,995 10,825
<EXTRAORDINARY> 0 0 0 0 0
<CHANGES> 0 0 0 0 0
<NET-INCOME> 6,528 17,445 3,280 6,995 10,825
<EPS-PRIMARY> 1.00 2.66 0.50 1.06 1.65
<EPS-DILUTED> 0.97 2.57 0.48 1.01 1.56
<YIELD-ACTUAL> 7.54 7.58 7.61 7.61 7.60
<LOANS-NON> 11,228 6,958 6,055 7,040 6,112
<LOANS-PAST> 299 1,183 1,315 726 129
<LOANS-TROUBLED> 1,588 1,582 889 1,167 1,163
<LOANS-PROBLEM> 32,500 32,500 0 0 27,543
<ALLOWANCE-OPEN> 18,612 18,612 19,549 19,549 19,549
<CHARGE-OFFS> 3,120 4,115 222 840 1,768
<RECOVERIES> 1,579 2,033 510 760 3,272
<ALLOWANCE-CLOSE> 18,918 19,281 20,337 20,434 22,484
<ALLOWANCE-DOMESTIC> 18,918 19,281 20,337 20,434 22,484
<ALLOWANCE-FOREIGN> 0 0 0 0 0
<ALLOWANCE-UNALLOCATED> 0 0 0 0 0
</TABLE>
