SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1999
---------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _______________ to ______________________
Commission File Number 0-25233
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Provident Savings Bank 401(k) Plan
B: Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Provident Bancorp, Inc.
400 Rella Boulevard
Montebello, New York 10901
<PAGE>
PROVIDENT BANK
401 (k) PLAN
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<PAGE>
PROVIDENT BANK 401 (k) PLAN
YEARS ENDED DECEMBER 31, 1999 AND 1998
CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Statements of Net Assets Available for Plan Benefits 1
Statements of Changes in Net Assets Available for Plan Benefits 2
Notes to Financial Statements 3 - 6
</TABLE>
<PAGE>
PROVIDENT BANK 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
----------------- ------------------
Assets
<S> <C> <C>
Deposits with investment fund
companies $ 5,595,505 $ 3,879,897
Receivables:
Employer contributions 12,268 25,800
Employee contributions - 27,700
Participant loans 94,271 70,758
Cash 32,456 33,354
----------------- ------------------
Total assets 5,734,500 4,037,509
Liabilities
Distributions payable 39,611 -
----------------- ------------------
Net assets available for plan benefits $ 5,694,889 $ 4,037,509
================= ==================
</TABLE>
<PAGE>
PROVIDENT BANK 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
----------------- -----------------
Additions:
<S> <C> <C>
Investment income:
Net appreciation in fair value of investments $ 1,258,676 $ 171,756
Interest on participant loans 6,905 5,188
Contributions:
Employer 176,516 332,143
Employee 419,860 428,781
----------------- -----------------
Total additions 1,861,957 937,868
----------------- -----------------
Deductions:
Distributions 203,897 198,015
Investment Fees 680 5,883
----------------- -----------------
Total deductions 204,577 203,898
----------------- -----------------
Net increase 1,657,380 733,970
Net assets available for plan benefits:
Beginning of period 4,037,509 3,303,539
----------------- -----------------
End of period $ 5,694,889 $ 4,037,509
================= =================
</TABLE>
<PAGE>
PROVIDENT BANK 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Provident Bank, 401(k) Plan (the "Plan") are
prepared on the accrual basis of accounting.
The investment income, capital gains and losses (realized and unrealized), and
any expenses incurred in conjunction with the investments are reflected in the
statement of changes in net assets available for Plan benefits as net
appreciation in the fair value of investments.
2. DESCRIPTION OF THE PLAN
The following description of the Provident Bank, 401 (k) Plan has been extracted
from the Plan agreement and provides only general information. Participants
should refer to the Plan agreement for a more complete description of the Plan's
provisions.
The Plan, which was established by Provident Bank, ("Employer") on August 1,
1991, is a defined contribution plan, which covers all eligible employees who
have elected to participate. All employees are eligible to participate in the
Plan after completion of six months of service. The Employer shall give each
prospective eligible employee written notice of eligibility to participate in
the Plan prior to the close of the Plan year in which the employee first becomes
eligible.
For each Plan year, the employer shall contribute to the Plan:
(a) The amount of the total salary reduction of all Participants made
pursuant to Section 4.1 (a), which amount shall be deemed an
Employee's elective contribution.
(b) On behalf of each participant who is eligible to share in matching
contributions for the Plan year, the Bank may make a discretionary
matching contribution to the Plan on behalf of each participant. The
amount of matching contribution will be a percentage of the pre-tax
contributions to the Plan, up to a maximum of 3%, of the compensation
the participant elects to defer for the Plan year. The matching
contribution percentage is determined by the Bank, in its sole
discretion. The Bank may modify this percentage as it deems necessary.
<PAGE>
PROVIDENT BANK 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
2. DESCRIPTION OF THE PLAN (Cont'd)
-------------------------------------
(c) Each participant may elect to defer from 2% to 10% of his/her
compensation which would have been received in the Plan year, but not
for deferral election. A deferral election (or modification in an
earlier election) may not be made with respect to compensation which
is currently available on or before the date the participant executed
such election or, if later, the latest of the date the Employer adopts
this cash or deferred arrangement, or the date such arrangement first
became effective.
The amount by which compensation is reduced shall be that participant's deferred
compensation, to be treated as an employee contribution and allocated to that
participant's elective account.
For year ending December 31, 1999, the discretionary matching employer
contribution was 3%.
The total deferral in any taxable year may not exceed a dollar limit, which is
set by law. The limit was $10,000 in 1999 and 1998.
A participant has, at all times, a vested and nonforfeitable right to the entire
balance in his/her elective account, and will have a 100% vested interest in the
Employer's matching contributions following the completion of four full years of
service with the Employer, upon attainment of age 65, or upon death or permanent
and total disability.
Participants who have completed less than four years are entitled to a
percentage of the Employer's contributions on the basis of full years of service
in accordance with the following schedule:
<TABLE>
<CAPTION>
Years of Vested
Services Percentage
------------ ----------------
<S> <C>
Less than 2 0%
2 but less than 3 50%
3 but less than 4 75%
4 or more 100%
</TABLE>
<PAGE>
PROVIDENT BANK 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
2. DESCRIPTION OF THE PLAN (Cont'd)
-------------------------------------
Each participant shall direct the trustee as to the investment of the entire
interest in his/her aggregate account. The administrator shall provide pooled
and/or mutual funds for such investments and establish procedures to be applied
in a uniform nondiscriminatory manner for participants to direct the trustee in
writing to invest their aggregate account. The aggregate account of each
participant so directed will be considered a directed investment account.
A separate directed investment account shall be established for each
participant. The directed investment account shall be charged or credited as
appropriate with the net earnings, gains, losses and expenses, as well as any
appreciation or reduction in fair value during each Plan year attributable to
such account.
In determining the fair value of securities held in the trust fund, which are
listed on a registered stock exchange, the administrator shall direct the
trustee to value the same at the prices they were last traded on such exchange
preceding the close of business on the "valuation date." If such securities were
not traded on the "valuation date," or if the exchange on which they are traded
was not open for business on the "valuation date," then the securities shall be
valued at the prices at which they were last traded prior to the "valuation
date." Any unlisted security held in the trust fund shall be valued at its bid
price next preceding the close of business on the "valuation date," which bid
shall be obtained from a registered broker or an investment banker. In
determining the fair value of assets other than securities for which trading or
bid prices can be obtained, the trustee may appraise such assets itself, or at
its discretion, employ one or more appraisers for that purpose and rely on the
values established by such appraiser or appraisers.
Normal retirement date - the first day of the month coinciding with or the next
following the participant's normal retirement age (65th birthday). A participant
shall become fully vested in his/her account upon attaining his/her normal
retirement age.
Early retirement date - this Plan does not provide for a retirement date prior
to normal retirement date.
Upon termination of service, at the election of the terminated employee, the
administrator will direct the trustee to distribute the vested benefit due. If
the vested benefit exceeds $5,000, the participant must submit a written consent
before any distribution is made. There is no need for consent for distributions
amounting to $5,000 or less.
<PAGE>
PROVIDENT BANK 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
3. TRANSACTIONS WITH RELATED PARTIES
The Plan has a non-interest bearing checking account with the Employer.
Accounting fees and other administrative services are paid for by the Employer.
4. DEPOSITS WITH INVESTMENT COMPANIES
As of December 31, 1999, the plan's deposits represent investments in various
mutual funds held in an account with USI Consulting Group, formerly known as
Benefit concepts, Inc., the plan's investment advisor. As of December 31, 1998,
deposits included various mutual funds, maintained by Benefit Concepts, Inc.
Contributions for participants are maintained in individual accounts. The
accounts are credited for actual earnings on investments and charged for Plan
withdrawals. The accounts are also adjusted for any change in fair value in the
investments.
5. INCOME TAX STATUS
The Internal Revenue Service has determined that the Plan qualifies under
Section 401 (a) of the Internal Revenue Code and is, therefore, not subject to
tax under present income tax laws.
6. TERMINATION
The Employer has the right to terminate the Plan at any time. Upon termination,
all amounts credited to the participants' accounts become 100% vested. A
complete discontinuance of contributions by the Employer will constitute a
termination.
<PAGE>
SIGNATURES
The Plan. 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 hereunto duly authorized.
PROVIDENT SAVINGS BANK 401(K) PLAN
Date: June 23, 2000 By: /s/ Robert J. Sansky
-----------------------------
Name: Robert J. Sansky
Title:Executive Vice President and
Director of Human Resources
