UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1997
Commission file number 0-22937
NSS BANCORP, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-1485317
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
48 Wall Street, Norwalk, Connecticut
(Address of principal executive offices)
06852 (203) 838-4545
(Zip Code) (Registrant's telephone #)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
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 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]
Based upon the market price of the registrant's common stock as of April 27,
1998, the aggregate market value of the voting stock held by non-affiliates
of the registrant is $67,590,337.*
As of April 27, 1998 there were 2,395,071 issued and outstanding voting
shares of common stock of NSS Bancorp, Inc., par value $0.01 per share.
*Solely for purposes of this calculation, all executive officers and
directors of the registrant are considered affiliates. Excludes all other
shareholders beneficially owning more than 5% of the registrant's common
stock.
PART III
ITEM 10.
Directors and Executive Officers of the Registrant
Directors
The following table sets forth certain information, as of March 31, 1998, with
respect to the Directors of NSS Bancorp, Inc. (the "Company").
Director Term
Directors Age Since(1) Expires Class
Charles F. Howell 48 1994 1998 One
Herbert L. Jay 73 1988 1998 One
Alan R. Staack 66 1994 1998 One
Donald St. John 69 1973 1999 Two
Robert T. Judson 60 1980 1999 Two
Edward J. Kelley, D.D.S. 74 1984 1999 Two
Brian A. Fitzgerald 49 1994 2000 Three
John L. Segall 71 1985 2000 Three
(1)The years of service as a Director in this column include the years of
service by such person as a member of the Board of Directors of NSS Bank
(the "Bank"), the Company's wholly owned subsidiary. In connection with
the reorganization of the Bank into a bank holding company structure, all
members of the Bank's Board of Directors were appointed as the initial
members of the Board of Directors of the Company and have served in that
capacity since the Company's incorporation.
Presented below is certain additional information concerning the directors
of the Company and the Bank. Unless otherwise stated, all have held the
positions described for at least the past five years.
Donald St. John has served as Chairman of the Board of Directors of the Bank
since 1985 and as a director since 1973. He is a self-employed real estate
developer in Fairfield County conducting business through St. John Associates
and Clifford St. John & Sons.
Robert T. Judson has been President and Chief Executive Officer of the Bank
since 1981 and a director of the Bank since 1980. Between 1956 and 1981,
Mr. Judson held various positions with the Bank.
Charles F. Howell has been Executive Vice President of the Bank since 1988.
In 1991, he was also named as Chief Operating Officer. He has been a
director of the Bank since January 1994. From 1985 to 1988, Mr. Howell was
Senior Vice President of Retail Banking and Marketing of the Bank. From
1978 to 1988, Mr. Howell held various positions with the Bank.
Brian A. Fitzgerald has been the General Supervisor, First Taxing District
Water Department, in Norwalk, Connecticut since 1986.
Herbert L. Jay is the President of H.L. Jay Associates, an advertising and
marketing agency located in Norwalk, Connecticut, and Senior Vice President of
Wayside of Milford (furniture retailing). He was the owner of Ethan Allen in
Norwalk until 1984.
Edward J. Kelley, D.D.S. is a retired dentist. Prior to November 1989, he was
a self-employed dentist with an office located in Norwalk, Connecticut.
John L. Segall is currently a private consultant. From March 1991 to January
1, 1994, he was Vice Chairman and a director of GTE Corporation. From 1989 to
March 1991, he was Vice Chairman and a director of Contel Corp.
(telecommunications). From 1976 until September 1991, he was Senior Vice
President of AT&T Corporation.
Alan R. Staack is and has been since 1991 the President of STK Corp. (home
construction). Prior to that, he was Vice President of Charles Staack & Sons,
Inc. (real estate development).
Executive Officers
The following table sets forth information regarding the executive officers of
the Company (other than Messrs. Judson and Howell, who are also Directors):
Jeremiah T. Dorney has been Senior Vice President of the Bank since April 1985,
and was elected Corporate Secretary in June 1988. His responsibilities are that
of Senior Operations Officer and Director of Human Resources. Mr. Dorney's
career spans 35 years of diversified banking education and experience. Mr.
Dorney is 56 years of age.
Marcus I. Braverman, C.P.A. has been Senior Vice President and Chief Financial
Officer of the Bank since January 1994. He was appointed Treasurer in 1995.
From 1988 through June 1993, he was Vice President in the Finance Division of
People's Westchester Savings Bank and Senior Vice President in June 1993. Mr.
Braverman is 41 years of age.
Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Exchange Act requires the Company's Directors and Executive
Officers, and persons who own more than 10% of the Common Stock of the Company,
to file with the SEC initial reports of ownership and reports of changes in
ownership of the Company's Common Stock and other equity securities of the
Company. Officers, directors and 10% shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no
other reports were required, during the fiscal year ended December 31, 1997,
all Section 16(a) filing requirements applicable to its officers and
directors were complied with.
ITEM 11.
Executive Compensation
The following table sets forth for the fiscal years ended December 31, 1995,
1996, and 1997 the cash and non-cash compensation paid or awarded by the Bank to
certain of the Bank's most highly compensated principal officers whose total
annual salary and bonus for 1997 exceeded $100,000 (the "Named Executives"). No
separate compensation was paid by the Bank or the Company to the Named
Executives for serving as officers of the Company.
[CAPTION]
Summary Compensation Table
<TABLE>
Annual Compensation Long-Term
Compensation
(a) (b) (c) (d) (e) (f) (g)
Name and Year Salary($) Incentive($)(1) Options(#) LTIP Princiapl
All Other Position
Awards($)(7) Compensation(2)
<S> <C> <C> <C> <C> <C> <C>
Robert T. Judson 1997 185,680 105,500 12,000 50,640 4,750
President and Chief 1996 177,240 61,894 12,000(3) -0- 4,750
Executive Officer 1995 168,800 30,750 15,000(4) -0- 3,997
Charles F. Howell 1997 126,500 71,875 8,000 34,500 3,969
Executive Vice 1996 120,750 42,166 8,000(3) -0- 3,258
President, Chief 1995 115,000 23,063 10,000(5) -0- 2,745
Operating Officer
Jeremiah T. Dorney 1997 99,000 56,250 5,000 27,000 3,105
Senior Vice 1996 94,500 33,000 5,000(3) -0- 2,550
President, Senior 1995 90,000 15,375 5,500(6) -0- 2,069
Operations Officer,
Director of Human
Resources, Corporate
Secretary
Marcus I. Braverman 1997 99,000 56,250 5,000 27,000 3,105
Senior Vice 1996 94,500 33,000 5,000(3) -0- 2,550
President, Chief 1995 90,000 10,250 5,500(6) -0- 1,945
Financial Officer,
And Treasurer
</TABLE>
__________________
(1)This represents amounts paid under the Bank's short term, annual incentive
plan. Under this Plan, the Directors of the Bank determine, at the beginning of
the year, earnings per share or other performance targets upon which such
incentives are based.
(2)The amounts reported for All Other Compensation include the contribution
match paid by the Bank under the Bank's 401(k) Plan.
(3)These options are exercisable in equal annual installments over a three-year
period beginning on January 1, 1997.
(4)10,000 of these options are exercisable in equal annual installments
over a three-year period beginning on January 1, 1996.
(5)7,000 of these options are exercisable in equal annual installments over a
three-year period beginning on January 1, 1996.
(6)4,000 of these options are exercisable in equal annual installments over a
three-year period beginning on January 1, 1996.
(7)Represents the dollar value of Executive Incentive Plan Awards received by
the Executive in 1998 for performance measured for the years 1995, 1996, and
1997. All awards are paid in Common Stock of the Company valued at the stock's
fair market value at the close of business on December 31, 1997.
Options/Grants in Last Fiscal Year
The following table provides detailed information concerning stock options
granted to the Named Executives pursuant to the 1994 Employee Option Plan during
the fiscal year ended December 31, 1997. In addition, in accordance with SEC
rules, this table shows potential realizable gains that would exist for these
options for the Named Executives. These potential gains are based on assumed
annualized rates of stock price appreciation of 5% and 10% from the date the
options were granted over the full ten-year option term, and do not represent
the results of actual stock performance or serve as a projection of future
performance.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Gains at Assumed Annual Rates of Stock Price Appreciation
For Option Term
[CAPTION]
INDIVIDUAL GRANTS
<TABLE>
(a) (b) (c) (d) (e) (f) (g)
Number of Percent of
Securities Total Options
Underlying Granted to Exercise
Options Employees or Base
Granted(1) in Fiscal Price Expiration 5%($)(3) 10%($)(3)
Name Year ($/Sh)(2) Date
<S> <C> <C> <C> <C> <C> <C>
Robert T. Judson 12,000 33.33% 26.875 06/11/07 202,980 514.140
Charles F. Howell 8,000 22.22% 26,875 06/11/07 135,320 342,760
Jeremiah T. Dorney 5,000 13.89% 26.875 06/11/07 84,575 214,225
Marcus I. Braverman 5,000 13.89% 26.875 06/11/07 84,575 214,225
</TABLE>
_______________________
(1)These options are exercisable in equal annual installments over a three-year
period beginning on January 1, 1998.
(2)Prices based on Fair Market Values of the Bank's Common Stock as of close
of business on June 11, 1997.
(3)The resulting stock price for the grant expiring on June 11, 2007 would be
$43.79 at 5% and $69.72 at 10% compounded annually for ten years.
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Table
The following table provides detailed information concerning stock options
exercised by the Named Executives during the fiscal year ended December 31,
1997. This table also provides information concerning the number and value of
specified exercisable ("vested") and unexercisable ("unvested") stock options at
December 31, 1997. Finally, this table reports the value of unexercised "in-
he-money" stock options at December 31, 1997, which represents the positive
spread between the exercise price of any such existing stock options and the
Fair Market Value of the Company's Common Stock ("Company Common Stock") on
December 31, 1997.
[CAPTION]
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
<TABLE>
(a) (b) (c) (d) (e)
Number of Value of
Shares Unexercised
Underlying In-the-Money
Unexercised Options at
Options at December 31, 1997
Shares Value December 31, 1997 Exercisable/
Acquired on Realized Exercisable/ Unexercisable($)1
Name Exercise(#) ($) Unexercisable(#)
<S> <C> <C> <C> <C>
Robert T. Judson -0- -0- 39,934/23,333 861,497/324,327
Charles F. Howell -0- -0- 28,535/15,666 617,168/218,405
Jeremiah T. Dorney -0- -0- 17,968/9,666 389,519/134,030
Marcus I. Braverman -0- -0- 14,934/9,666 320,495/134,030
</TABLE>
__________________
(1)Based upon the difference between the option exercise price and the Fair
Market Value of the Company Common Stock on December 31, 1997.
Executive Compensation Pursuant to Plans
401(k) Plan. The Bank has a 401(k) defined contribution plan (the "Thrift
Incentive Plan") which was established in 1988. Employees become eligible for
participation on attainment of age 21 and completion of one year of service with
the Bank. The Thrift Incentive Plan is subject to the requirements of the
Employee Retirement Income Security Act of 1974 ("ERISA"). An eligible employee
becomes a participant in the Thrift Incentive Plan by authorizing the Bank to
reduce the employee's base pay and to make a corresponding pre-tax contribution
to the Thrift Incentive Plan on the participant's behalf ranging from 1% to 15%
of base pay. The Bank may also elect on an annual basis to match a portion of
the employees' elective contributions for a plan year in an amount which is
determined by the Board of Directors. Matching contributions are not required
and are made at the sole discretion of the Bank. The Bank may choose to make
supplemental contributions for a plan year in an amount determined by the Board
of Directors (no supplemental contribution was made in 1997). These
supplemental contributions would not depend on whether an employee elected to
defer any of their pay for the plan year. Participants in the Thrift
Incentive Plan are 100% vested in their elective contributions account and
supplemental contributions account at all times. An employee becomes 100%
vested in all Bank matching contributions after seven years of credited service.
Contributions (account balances) may be invested at the participants' direction
in any of several investment choices. Participants may elect periodically to
change their investment strategy. All investments are administered by the
Bank's Trust Department.
Employment and Change of Control Agreements. The Bank has entered into
employment agreements (the "Employment Agreements") with Messrs. Judson, Howell,
Dorney, and Braverman (the "Executives"). The Employment Agreements are
intended to provide a reasonable level of employment security to the Executives
and to motivate them to diligently and objectively discharge defined duties and
responsibilities on the Bank's behalf.
The term of employment under each of the Employment Agreements, as amended,
extends through March 1, 2001. The Employment Agreements provide Messrs.
Judson, Howell, Dorney, and Braverman current annual base salaries of $185,680,
$126,500, $99,000, and $99,000, respectively, and also provide such Executives
with certain insurance, disability and other benefits available generally to the
Bank's employees. The Board of Directors reviews the base salaries on an annual
basis and may also grant annual incentive compensation to such employees in its
discretion. The Bank may terminate the Executive for cause (as defined in the
Employment Agreements) at any time. In such event, the Executive is entitled
to receive compensation and benefits only up to the termination date. If the
Bank terminates the Executive without cause (which it may do at any time),
the Executive is entitled to a lump-sum severance payment, in an amount equal
to the higher of: (i) the balance of the salary due the Executive for the
remainder of the term of the Employment Agreement; or (ii) an amount equal to
the number of the Executive's full years of service to the Bank at the time of
the termination multiplied by a number derived by dividing his or her then
annual base salary by twenty-six. In the event the Bank terminates the
Executive without cause, the Executive is also entitled to receive continued
benefits for the remainder of the employment period and certain other benefits.
The Employment Agreements also provide a covenant not to compete with the
business of the Bank for a period of one year after termination of employment
and certain non-disclosure and non-interference covenants.
The Company and the Bank have also entered into Change of Control Agreements
with each of the Executives. In the event a change of control of the Bank or
Company takes place while the Executive is a full-time officer of the Company or
the Bank, the Executive is generally entitled to receive a lump sum severance
payment within ninety days of that event equal to three times the higher of the
Executive's compensation for the most-recently completed full calendar year or
the average of the Executive's latest three years of annual compensation. The
severance payments are not limited to that amount which would allow them to be
fully deductible to the Company under the provisions of Section 280G of the
Internal Revenue Code, and the Executives are entitled to a further payment of
20% of the amount, if any, deemed to be subject to a 20% surtax pursuant to
the provisions of Section 280G. A "change of control" is deemed to have
occurred, with certain exceptions, if: (i) a person beneficially owns 25% or
more of any class of voting securities of the Company or the Bank; (ii) a
person controls in any manner the election of more than 20% of the directors of
the Company or the Bank; (iii) the Company or the Bank consummates certain
mergers or consolidations or a sale of substantially all of its assets where the
successor entity's voting power is not owned at least 50% by the shareholders of
the Company or the Bank; or (iv) the Board of Directors of the Company or the
Bank determines that a person directly or indirectly exercises a controlling
influence over the management or policies of the Bank.
Deferred Compensation Plans. The Bank has adopted separate Deferred
Compensation Plans for Non-Employee Directors and for Management Employees.
These plans allow all non-employee directors of the Company, and the
Company's four most highly compensated executive officers, to defer all or
portions of their cash compensation from the Bank. The purpose of the Plans is
to allow the individuals to engage in personal tax planning strategies
consistent with applicable provisions of the Internal Revenue Code. Amounts
deferred will be general obligations of the Bank and they will accrue interest,
at the election of the individual, either with reference to independent mutual
funds or bond indexes, or at a variable interest rate equal to the highest
certificate of deposit rate being offered by the Bank from time to time during
the term of deferral.
Employee Stock Option Plan. The Employee Stock Option Plan (the
"Employee Option Plan") was approved by the Bank's shareholders at their 1994
Annual Meeting and certain obligations of the Bank under the Employee Option
Plan were assumed by the Company in connection with the reorganization into a
bank holding company structure. It is intended to promote the long-term
success of the Bank and the Company by providing financial incentives to
officers and employees who have made and who are in a position to continue to
make significant contributions towards such success. The Employee Option
Plan is designed to be available to attract individuals of outstanding ability
to employment with the Bank and the Company and to encourage key employees to
acquire a proprietary interest in the Company, to continue employment with
the Company and the Bank, and to render superior performance during their
employment. By acquiring or increasing his or her proprietary interest in the
Company, the key employee may share in the future success of its business.
Accordingly, the Employee Option Plan is intended as a further means, not
only of attracting and retaining personnel who are in a position to make
important and direct contributions to the organization's success, but also of
promoting a closer identity of interests between employees and its shareholders.
The Employee Option Plan is administered by the Compensation and Benefits
Committee of the Bank's Board of Directors. The total number of shares of
Company Common Stock subject to the Employee Option Plan is 269,872 shares. As
of March 31, 1998, 39,734 of which remain available for future grants, or 1.66%
of the total issued and outstanding voting shares of Company Common Stock. The
Employee Option Plan may not be amended to increase the number of shares for
which options may be granted (provided that adjustments due to certain changes
in the Company's capitalization may be made), change the criteria for
determining employees eligible to participate in the Plan, lower the minimum
exercise price, extend the term of the Plan, or otherwise materially increase
the benefits to the employees under the Plan, without shareholder approval.
The option exercise price under the Employee Option Plan is not less
than the Fair Market Value of the Company Common Stock on the date of grant;
however, with respect to the Initial Employee Options, the option exercise price
is equal to $15.00 per share, the Fair Market Value of the Bank's Common Stock
on the date of shareholder approval of the Plan (April 26, 1995). The
Employee Option Plan has a ten-year term and the maximum option term is ten
years from the date of grant. No person can receive any "incentive option"
(as described below) if, at the time of grant, such person owns, directly or
indirectly, more than 10% of the total combined voting power of the Company
unless the option price is at least the greater of par value or 110% of the Fair
Market Value of the Common Stock at the time such option is granted and the
exercise period of such incentive option is limited to five years from the
date of grant. Unless previously terminated by the Board, the Employee
Option Plan terminates, as to any shares as to which options have not
theretofore been granted, on the tenth anniversary of its adoption by the
Board. Upon the occurrence of various events, including a change in control
of the Company, the Employee Option Plan and all options outstanding
shall terminate and each holder of an option shall have the right immediately
prior to the occurrence of such termination to exercise his or her options,
regardless of whether such options are otherwise exercisable at the time such
termination occurs and without regard to any installment limitation on
exercise, unless provision is made in writing in connection with such
transaction for the continuation of the Employee Option Plan.
Payment for shares purchased upon exercise of options granted under the
Employee Option Plan may be made either in cash or in such other form as the
Compensation and Benefit Committee may approve, including Company Common Stock
valued at Fair Market Value on the date of exercise of the option, or a
combination of cash and/or other forms of property. The Committee will
determine at the time of grant the vesting schedule of options granted.
The Employee Option Plan provides for the grant of options that are
intended to qualify as "incentive options" under Section 422(b) of the Internal
Revenue Code, as well as non-statutory stock options and stock appreciation
rights. There is a limit of $100,000 on the value of Company Common Stock
(determined at the time of grant) covered by incentive options that first
become exercisable by an optionee in any calendar year. As to incentive
options, the Company will not be entitled to any deduction for tax purposes
upon grant or exercise of an incentive option if the optionee holds the shares
for at least two years after the date of grant and for one year after the date
of exercise. For an option to qualify as an incentive option, the optionee
generally must be an employee of the Company or a subsidiary from the date the
option is granted through a date within three months before the date of
exercise. In the case of an optionee who dies or is disabled, the lapse of
options upon termination of employment is extended to one year.
If all of the requirements for incentive stock options are met, except for
the special holding period rules set forth above, the Company will be allowed a
deduction when the optionee disposes of the Company Common Stock, generally in
an amount equal to the excess of the Fair Market Value of the Company Common
Stock at the time the option was exercised over the option exercise price (but
not in excess of the gain realized on the sale). When the optionee exercises a
non-statutory option, the Bank will be entitled to a tax deduction in an amount
equal to the difference between the exercise price and Fair Market Value of
the Company Common Stock on the date of exercise (or, if the optionee is
subject to certain restrictions imposed by the securities laws, upon
the lapse of those restrictions, unless the optionee makes a special tax
election within thirty days after exercise to have income determined without
regard to restrictions).
Factors considered in granting stock options to employees include the
Company's financial performance and condition, the position and current
compensation levels for officers, the number of years in that position and years
in service, and general industry practice.
Executive Incentive Plan. At the 1995 Annual Meeting, shareholders of the
Bank approved the 1995 Executive Incentive Plan (the "Incentive Plan") and, in
connection with the reorganization into a bank holding company structure, the
Company assumed certain obligations of the Bank under the Incentive Plan. The
Incentive Plan is a long-term incentive plan maintained for the benefit of
certain executives and is intended to allow the Company to provide incentives
to management to achieve specified performance goals by compensating them for
such achievement with awards made only in the form of "Performance Stock"
(Company Common Stock). The Incentive Plan is designed to more closely ally
the Company's management with its shareholders by promoting stock ownership
in management. The Incentive Plan extends for a ten-year term. Each year
during the term of the Plan, the Compensation and Benefit Committee may set
long-term institutional goals or individual goals for selected officers which
goals are measured over a period of more than two years. The Plan allows for a
maximum of 100,000 shares of Common Stock to be issued and awarded over the term
of the Plan.
In 1997, the Committee, with approval from the non-employee Board members,
provided for awards to be made under the Incentive Plan to Mssrs. Judson,
Howell, Dorney, and Braverman (the "1997 LTIP Awards") pursuant to the Incentive
Plan program. The 1997 LTIP Awards may be paid to an officer only if, during a
three-year period ending December 31, 1999 the Bank achieves an average return
on equity of more than 10%. Each officer will receive 15% of his base salary
if the Bank's average return on equity is 10%; 20% of his base salary if the
Bank's average return on equity is 12%; and a maximum award equaling 50% of
his base salary if the Bank has an average return on equity of 15% or greater.
Awards, based on an average return on equity of 12% for the three-year
period ending December 31, 1999, would equal 20% of each officer's base salary.
The amount of the awards would be $37,136, $25,300, $19,800, and $19,800 paid
to Messrs. Judson, Howell, Dorney, and Braverman, respectively, based upon the
aforementioned average return on equity.
No award will be paid if the Bank's average return on equity is less than
10% and no officer will receive more than 50% of their base salary as an award.
All awards under the "1997 LTIP" program will be paid in "performance
stock" in 2000. The number of shares of performance stock awarded will be
based on the fair market value of the Company common stock as of December 31,
1999.
In the event that the officer's employment is terminated by reason of
death, disability, retirement, or without cause during a performance period,
the executive officer will receive a pro-rated award based upon the length of
time elapsed and the achievement of performance goals to that point. If
terminated for other reasons, the executive shall forfeit his or her award(s)
and not be entitled to a future award. In the event of a Change of Control
(defined similarly to the definitions under the Change of Control Agreements
described above), the officer will receive a pro-rated award
based upon the length of time elapsed and assumed attainment of the maximum
performance goals at the end of the performance period.
[CAPTION]
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
<TABLE>
Estimated future payouts under
nonstock price based plans
Number of
Shares Units Performance or
Or Other other period until Threshold Target Maximum
Name Rights Payout ($)(2) ($)(3) ($)(4)
(a) (b)1 (c) (d) (e) (f)
<S> <C> <C> <C> <C> <C>
Robert T. Judson __ Three-year period 27,852 37,136 92,840
ending December 31,
1999
Charles F. Howell __ Three-year period 18,975 25,300 63,250
ending December 31,
1999
Jeremiah T. Dorney, __ Three-year period 14,850 19,800 49,500
ending December 31,
1999
Marcus I. Braverman __ Three-year period 14,850 19,800 49,500
ending December 31,
1999
</TABLE>
________________________________________________________________
(1) The listed officer will receive a number of shares of Performance Stock
in 2000 equal to the Fair Market Value per share of the Company Common Stock on
December 31, 1999, divided into the cash value of the award.
(2) This column sets forth the minimum or "threshold" amount which may be
paid to each officer under the 1997 LTIP. The amounts listed in column (d) will
be paid only if, during a three-year period ending December 31, 1999, the
Company achieves an average return on equity of at least 10%. At the 10%
average return on equity level each listed officer will receive 15% of his
December 31, 1997 base salary in the amounts listed in column (d). All
awards are paid in Performance Stock, not cash.
(3) This column sets forth the "target" amount which may be paid to each
listed officer under the 1997 LTIP. The amounts listed in column (e) will be
paid if, during the three-year period ending December 31, 1999, the Company
achieves an average return on equity of 12%. At the 12% average return on
equity level, each listed officer will receive 20% of his December 31, 1997
base salary in the amounts listed in column (e). All awards are paid in
Performance Stock, not cash.
(4) This column sets forth the maximum amount which may be paid to a
participating officer under the 1997 LTIP. The amounts listed in column (f)
will be paid only if, during a three-year period ending December 31, 1999,
the Company achieves an average return on equity of 15% or greater. At or
above the 15% average return on equity level, each listed officer will receive
50% of his December 31, 1997 Base Salary in the amounts listed in column
(f). All awards are paid in Performance Stock, not cash.
Employee Stock Ownership Plan. The Bank maintains a leveraged Employee
Stock Ownership Plan (the "ESOP"). The ESOP is subject to the eligibility,
funding, participation, fiduciary, reporting and disclosure requirements of
ERISA. All Bank employees including all executive officers are eligible to
participate in the ESOP once they have attained age 21 and completed one year
of service (which requires employment for 1,000 or more hours in a period of
twelve consecutive months.) The Bank may make contributions to the ESOP in
cash or in Company Common Stock. The contributions are allocated to the
accounts of the ESOP participants in the same proportion that their
compensation for the year bears to the compensation of all ESOP participants
for that year. The percentage of a participant's account that is non-
forfeitable upon termination of employment before normal retirement age 65
(the "vesting percentage") increases at the rate of 20% per year in years
three through seven of the participant's employment with the Bank. All ESOP
participants with more than seven years of service are 100% vested in their
ESOP accounts.
Insurance Plans. The Bank provides its full-time officers and employees
with medical, major medical, life, dental, accidental death and dismemberment,
long-term disability and travel accident insurance coverage under group plans
which are available generally and on the same basis to all full-time employees.
Compensation of Directors
The Bank's Directors who are not otherwise employed by the Company or the
Bank receive $650 per Board meeting attended except the Chairman of the Board
who receives $800 per meeting attended. Non-employee directors also receive
$200 per committee meeting attended except the Chairmen of the committees
who receive $500 per meeting attended. Non-employee directors also receive
an annual retainer of $12,000 and the Chairman of the Board receives and
annual retainer of $25,000. At the present time, all Bank Directors are
also Directors of the Company. They are not separately compensated for
their service as Directors of the Company.
The Board of Directors has established a Director annual incentive plan
based on the same goals and paid at the same percentage as the short term,
annual cash incentive plan for executive officers. Under the Directors'
annual incentive plan, the Directors of the Bank determine at the beginning of
the year earnings per share or other performance targets upon which cash
incentives to the executive officers are to be paid; the same targets are
then carried over as the Directors' plan. The incentive is based upon the
annual retainer and fees they are paid for Board of Director meetings
attended. For 1997, the incentive award was based on only the annual retainer
resulting in each non-employee director receiving $4,800 and the Chairman of the
Board receiving $10,000.
Director Stock Option Plan. All of the current Directors are experienced
business persons or professionals whose experience and abilities have been and
will continue to be of substantial benefit to the Company and the Bank. It is
believed to be in the best interests of the Company that qualified and
motivated directors continue to provide service and expertise and that they
be encouraged to purchase capital stock of the Company. The purpose of the
1994 Director Stock Option Plan (the "Director Plan") is to promote the long-
term success of the Company by providing financial incentives to the
directors who are in a position to continue to make significant contributions
toward such success and to ally more closely their financial interests
with that of the Company and its shareholders.
The aggregate number of shares subject to options under the Director Plan
is 122,802 shares. The Director Plan may not be amended to increase the number
of shares for which options may be granted (provided that adjustments due to
certain changes in the Company's capitalization may be made), change the
criteria for determining directors eligible to participate in the Plan, lower
the minimum exercise price, extend the term of the Plan, or otherwise materially
increase the benefits to the directors under the Plan, without shareholder
approval.
All options are exercisable (the "Option Price") at the Fair Market Value
of the Company's Common Stock on the date of grant except for the Conversion
Options, which are exercisable at $15.00 per share, the Fair Market Value of
the Common Stock on the date of shareholder approval of the Director Plan
(April 26, 1995). The Director Plan provides for annual option grants of
2,000 options to all non-employee directors then serving on the Bank's Board
of Directors at each Annual Meeting of shareholders. The Plan also provides
for an initial grant of 4,853 options to any new directors, additional
options of 3,640 to any director who completes five years of service on the
Board, and additional options of 2,427 to any person who serves as Chairman of
the Board for at least three years; these options vest ratably over a three-
ear period and are designed to treat all existing and any future directors
similarly with respect to the Director Plan.
The term of the Plan is for ten years and each option shall be exercisable
for ten years from the date of grant. Exercisability will be accelerated in the
event of certain reorganizations in which the Company is not the surviving
entity or certain sales by the Company of assets or stock. The Board of
Directors administers the Director Plan and all directors, except those
directors who are full-time employees of the Company or the Bank, shall be
eligible to receive options.
The tax consequences to a director and to the Bank are as described
above for the Employee Option Plan with respect to a "non-statutory option".
A total of 32,841 stock options previously granted had been exercised as of
March 27, 1998.
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management
Directors and Officers
[CAPTION]
The following table shows the beneficial ownership of shares of the Common Stock
by individual directors and nominees, those executive officers named in the
Summary Compensation Table on page 4, and by all directors and executive
officers as a group as of the most recent practicable date (March 27, 1998).
<TABLE>
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership(1) of Class(2)
<S> <C> <C>
Directors
Charles F. Howell 59,723 (3) 2.5%
Herbert L. Jay 23,494 (4) 1.0%
Alan R. Staack 21,853 (5)
Donald St. John 24,920 (6) 1.0%
Robert T. Judson 86,499 (7) 3.6%
Edward J. Kelley, D.D.S. 15,494 (8)
Brian A. Fitzgerald 6,853 (9)
John L. Segall 24,494 1.0%
Named Officers
Marcus I. Braverman 25,365(10) 1.1%
Jeremiah T. Dorney 26,276(11) 1.1%
Directors, Nominees and
Executive Officers of NSS as
a group (10 individuals) 314,971(12) 13.2%
</TABLE>
(1) Beneficial ownership is direct except as otherwise indicated by footnote.
All persons shown in the table have sole voting and investment power except as
otherwise indicated.
(2) Based upon 2,395,071 issued and outstanding voting shares as of March
27, 1998. No individual director or nominee, other than as noted in the table,
beneficially owns more than 1% of the total number of issued and outstanding
voting shares.
(3) Includes 36,201 option shares, 3,558 shares allocated to Mr. Howell's
ESOP account, and 2,000 shares owned by his wife's IRA.
(4) Includes 12,494 option shares. Mr. Jay's shares are owned jointly by him
and his wife.
(5) Includes 6,000 shares owned jointly by Mr. Staack and his wife and 7,000
shares owned by Mr. Staack's IRA.
(6) Includes 14,920 option shares.
(7) Includes 51,267 option shares, 30,000 shares owned by Mr. Judson's IRA,
100 shares owned jointly by him and his wife, and 3,792 shares allocated to his
ESOP account.
(8) Dr. Kelley's shares are owned jointly by him and his wife.
(9) Mr. Fitzgerald's shares are owned jointly by him and his wife. Includes
5853 option shares.
(10) Includes 19,600 option shares and 2,150 shares allocated to his ESOP
account.
(11) Includes 22,634 option shares and 2926 shares allocated to Mr. Dorney's
ESOP account.
(12) Includes 175,463 option shares and 12,427 shares allocated to ESOP
accounts.
Certain Beneficial Owners of Company Common Stock
[CAPTION]
The following table sets forth certain information relating to share
ownership by holders of five percent (5%) of more of the Company's Common
Stock.
<TABLE>
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Class1
<S> <C> <C>
Westport Asset Management
253 Riverside Avenue 243,600 10.2%
Westport, CT 06880-4816
Basswood Partners, L.P.2
Matthew Lindenbaum
Bennett Lindebaum 241,511 10.1%
52 Forest Avenue
Paramus, NJ 07652
Cramer Rosenthal McGlynn, LLC3
Cramer Rosenthal McGlynn, Inc. 196,000 8.2%
707 Westchester Avenue
White Plains NY 10604
</TABLE>
______________________________
1 Based on 2,395,071 issued and outstanding voting shares of Company
Common Stock on April 27, 1998.
2 This number is based on a Schedule 13-D filed on April 9, 1998 by
Basswood Partners, L.P. and Bennett Lindenbaum in which Basswood Partners and
Mr. Lindenbaum claim aggregate beneficial ownership of 241,511 shares.
3 Information regarding these entities is derived from Schedule 13-D
filed by Cramer Rosenthal McGlynn, LLC ("CRM, LLC") and Cramer Rosenthal
McGlynn, Inc. ("CRM, Inc.") on March 20, 1998. That report indicates that
CRM, LLC and CRM, Inc. constitute a "group" within the meaning of Section
13(d) of the Securities Exchange Act. CRM, LLC beneficially owns 33,000
shares and CRM, Inc. beneficially owns 163,000 shares.
ITEM 13.
Related Parties and Transactions
As of December 31, 1997, loans and approved credit lines to directors,
executive officers and their associates and affiliated businesses totaled
approximately $377,845 or 0.67% of the Bank's equity capital accounts. All
loans made by the Bank to such persons were made in the ordinary course of
business on substantially the same terms, including interest rate,
collateral and repayment terms, as those prevailing at the time for
comparable transactions with other persons and do not involve more than the
normal risk of collectibility or present other unfavorable features.
H. L. Jay Associates of which Herbert L. Jay, a director of the Bank, is
the President, arranges advertising for the Bank through various media
companies, including newspaper, radio companies, and television cable companies.
They also have assisted in the preparation of public relations and press
disclosure materials for the Bank, and consult on a regular basis regarding the
Bank's overall marketing activities. During 1997, the Bank paid H. L. Jay
Associates $456,000. A significant portion of the amounts paid to H. L. Jay
Associates includes the full amount invoiced to H. L. Jay
Associates by the radio companies and television companies utilized in the
Bank's advertising programs. The Bank believes that the amount charged by H. L.
Jay Associates is comparable to that which would be charged by unrelated third-
parties.
The Bank leases approximately 3,000 square feet of office space from
Clifford F. St. John & Sons, a general partnership in which Mr. St. John is a
partner. The Bank paid rental charges of approximately $49,000 for 1997
(excluding taxes and insurance). The term of the lease is for five years. The
lease has one option to renew, for an additional five-year term. The Board
of Directors believes that the rent called for under the lease is a market
rent comparable to that of similar office space in the Norwalk area.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Company has duly caused this amendment to report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
NSS BANCORP, INC.
By: /s/ Robert T. Judson
Robert T. Judson
President and Chief Executive
Date: April 30, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Chief Executive Officer:
/s/ Robert T. Judson Date: April 30, 1998
Robert T. Judson
Director, President and Chief Executive Officer
(Principal executive officer)
Chief Financial Officer:
/s/ Marcus I. Braverman, CPA Date: April 30, 1998
Marcus I. Braverman, CPA
Senior Vice President, Treasurer and Chief Financial Officer
(Principal financial and accounting officer)
(1) Includes years of service as an executive officer of the Bank
