SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
FORM 11-K/A
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
/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 000-25439
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
The Troy Savings Bank 401(k) Savings Plan in RSI Retirement Trust
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Troy Financial Corporation
32 Second Street
Troy, New York 12180
<PAGE>
REQUIRED INFORMATION
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Independent Auditors' Report.................................................... 1
Financial Statements:
Statements of Net Assets Available for Benefits ........................... 3
Statements of Changes in Net Assets Available for Benefits ................ 4
Notes to Financial Statements.............................................. 5
Schedules:
1 Line 27(a) - Schedule of Assets Held for Investment Purposes............... 12
2 Line 27(d) - Schedule of Reportable Transactions........................... 13
Exhibit:
Exhibit 23 Consent of Independent Auditors
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
The Troy Savings Bank:
We have audited the accompanying statements of net assets available for benefits
of The Troy Savings Bank 401(k) Savings Plan in RSI Retirement Trust (the Plan)
as of December 31, 1999 and 1998 and the related statement of changes in net
assets available for benefits for the years 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.
Except as explained in the following paragraph, we conducted our audits 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
audits provide a reasonable basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by RSI Retirement Trust, the
trustee of the Plan, and transactions in those assets were excluded from the
scope of our audit of the Plan's 1998 financial statements, except for comparing
the information provided by the trustee, which is summarized in note 8, with the
related information included in the financial statements.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements as
of and for the year ended December 31, 1998. The form and content of the
information included in the 1998 financial statements, other than that derived
from the information certified by the trustee, have been audited by us and, in
our opinion, are presented in compliance with the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
In our opinion, the financial statements, referred to above, of The Troy Savings
Bank 401(k) Savings Plan in RSI Retirement Trust as of December 31, 1999, and
for the year then ended present fairly, in all material respects, the financial
status of The Troy Savings Bank 401(k) Savings Plan in RSI Retirement Trust as
of December 31, 1999, and changes in its financial status for the year then
ended in conformity with generally accepted accounting principles.
1
<PAGE>
Our audit of the Plan's financial statements as of and for the year ended
December 31, 1999, was made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employment Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements for the year ended December 31, 1999, and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/S/ KPMG LLP
Albany, New York
June 21, 2000
2
<PAGE>
THE TROY SAVINGS BANK 401(K)
SAVINGS PLAN IN RSI RETIREMENT TRUST
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------------- -----------------
<S> <C> <C>
Investment in funds managed by RSI Retirement Trust,
at fair value (note 11) $ 3,197,322 4,971,064
Troy Financial Corporation common stock, at fair value (note 11) 2,219,303 --
Retirement System Group, Inc. common stock, at fair value 263 286
Money market funds, at fair value 47,955 --
Loans to participants (note 7) 222,569 202,905
----------------- -----------------
Total investments 5,687,412 5,174,255
----------------- -----------------
Accrued dividends receivable 221 --
----------------- -----------------
Net assets available for benefits $ 5,687,633 5,174,255
================= =================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
THE TROY SAVINGS BANK 401(K)
SAVINGS PLAN IN RSI RETIREMENT TRUST
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 35,952 154,646
Employee 462,961 436,173
------------- -------------
498,913 590,819
------------- -------------
Investment income:
Net appreciation in fair value of investments (note 11) 643,176 547,716
Dividends 12,299 --
Interest income from loans to participants 16,231 15,602
------------- -------------
671,706 563,318
------------- -------------
Total additions 1,170,619 1,154,137
------------- -------------
Deductions from net assets attributed to:
Benefits and withdrawals paid to participants 653,765 368,609
Forfeitures returned to Employer 3,476 --
------------- -------------
Total deductions 657,241 368,609
------------- -------------
Net increase 513,378 785,528
Net assets available for benefits:
Beginning of year 5,174,255 4,388,727
------------- -------------
End of year $ 5,687,633 5,174,255
============= =============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
THE TROY SAVINGS BANK 401(K)
SAVINGS PLAN IN RSI RETIREMENT TRUST
Notes to Financial Statements
December 31, 1999 and 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) ORGANIZATION
As of April 1, 1989, The Troy Savings Bank (the Employer or the
Bank) adopted The Troy Savings Bank 401(k) Savings Plan in RSI
Retirement Trust (the Plan), which is trusteed by RSI Retirement
Trust (the Trustee), for the Bank's employees. This Plan is a
defined contribution plan.
(B) BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the
accrual basis and present the net assets available for benefits
and changes in those assets.
(C) INVESTMENT VALUATION
All investments are reported at fair value. Fair value is measured
by RSI Retirement Trust by the market price, if there is an active
market for the investment, or at an estimated market value if a
market price is not available. Loans to participants are valued at
the principal amount borrowed, less any repayment.
Purchases and sales of securities are recorded on a trade-date
basis. Dividends are recorded on the ex-dividend date. Interest
income is accounted for on the accrual basis.
Investment income recognized by the Plan includes current earnings
from investments, net gains (losses) realized from the sale of
investments, and the net change in the unrealized appreciation or
depreciation of investments.
(D) USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan
Administrator to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of changes in net assets
available for benefits during the reporting period. Actual results
could differ from those estimates.
(Continued)
5
<PAGE>
THE TROY SAVINGS BANK 401(K)
SAVINGS PLAN IN RSI RETIREMENT TRUST
Notes to Financial Statements
December 31, 1999 and 1998
(2) SUMMARY OF PLAN
(A) GENERAL
The following description of The Troy Savings Bank 401(k) Savings
Plan in RSI Retirement Trust is provided for general information
purposes only. Participants should refer to the Plan Document for
more complete information.
The Plan covers all eligible employees of the Employer on the
following basis:
(i) Eligible employees may elect to contribute up to 15% of
regular wages into the Plan. Prior to March 26, 1999, the
Employer contributed a matching contribution equal to 50%
of each employee participant's contributions up to a
maximum of 6% of each employee participant's earnings.
Effective March 26, 1999, the Plan was amended to state
that all Employer matching contributions shall cease. The
maximum allowable contribution for each eligible employee
was $10,000 during 1999 and 1998.
(ii) Employee contributions and all earnings, appreciation or
additions allocable thereto, less any depreciation, loss,
or distributions allocable therefrom are fully vested under
the Plan. The remainder of the balance of the account for
each participant becomes vested at 20% upon completion of
one year as a participant in the Plan, and an additional
20% for each succeeding year, until a participant becomes
100% vested after five years of participation.
(B) PLAN TERMINATION
While the Bank has not expressed any intent to terminate the Plan,
it may do so at any time. In the event of termination of the Plan,
the accounts of all participants affected thereby shall become
fully vested, and the assets remaining, after payment of any
expenses properly chargeable thereto, will be distributed to
participants and beneficiaries in proportion to their respective
account balances.
(C) ADMINISTRATIVE EXPENSES
The Trustee charges the Bank directly for the Plan's share of
administrative expenses. These payments for administrative
expenses are therefore not charged against the Plan's assets.
(Continued)
6
<PAGE>
THE TROY SAVINGS BANK 401(K)
SAVINGS PLAN IN RSI RETIREMENT TRUST
Notes to Financial Statements
December 31, 1999 and 1998
(D) FORFEITURES
Upon distribution of the vested portion of a terminated
participant's account, any nonvested portion of the account shall
be deemed to be a forfeiture. Prior to June 24, 1999, such
forfeitures were applied to reduce the amount of subsequent
Employer matching contributions. The amount of forfeitures applied
to reduce the amount of Employer matching contributions during
1999 and 1998 was $2,930 and $6,697, respectively. Effective June
24, 1999, the Plan was amended to state that forfeitures shall be
returned to the Employer. The amount of forfeitures returned to
the Employer during 1999 was $3,476.
(3) INVESTMENT OPTIONS
The Bank has entered into a trust agreement with the Trustee for the
holding, investing and administration of the contributions pursuant to
the terms of the Plan. These contributions are included in the investment
accounts listed below:
Core Equity Fund
Emerging Growth Equity Fund
Value Equity Fund
International Equity Fund
Intermediate Term Bond Fund
Actively Managed Bond Fund
Short Term Investment Fund
Troy Financial Corporation Common Stock
Participants must direct the manner in which all contributions made on
their behalf are invested in the Plan investment accounts. Thus, they may
direct the investment of proportionate parts of those contributions in
any of the accounts described above in multiples of 5%. Participants may
change their election concerning choice of account(s) for investments and
contributions in accordance with procedures described in the Plan.
(Continued)
7
<PAGE>
THE TROY SAVINGS BANK 401(K)
SAVINGS PLAN IN RSI RETIREMENT TRUST
Notes to Financial Statements
December 31, 1999 and 1998
(4) DEATH, RETIREMENT AND DISABILITY BENEFITS
Upon death, retirement or disability, employees will be 100% vested in
Employer contributions.
(5) BREAK IN SERVICE
If a participant terminates employment with the Bank after participating
in the Plan and is subsequently reemployed by the Bank, the participant
is entitled to credit for vesting purposes for prior years of service
provided the number of consecutive one-year breaks in service do not
equal or exceed the greater of five years or the number of prior years of
service.
(6) WITHDRAWAL OF FUNDS
After attaining age 59-1/2, a participant may withdraw once every six
months all or a portion of the net value credited to the participant's
account.
A participant under the age of 59-1/2 may only make a withdrawal from
what they have contributed and the earnings thereon if they have a
financial hardship. The Plan Committee must approve their request and
amount of payment. Hardship is defined in the Plan as death or serious
illness, educational needs of immediate family, purchase or construction
of a principal residence, or any similar circumstance, at the discretion
of the Plan Committee.
Unless elected otherwise, the balance in a participant's account will be
paid not later than the 60th day after the close of the Plan year at the
latest of the attainment of normal retirement age of 65 or the date of
termination of employment. Upon attainment of normal retirement age or
termination of employment, participants may elect to keep their balance
in the Plan for a period not to exceed ten years.
Benefits may be paid in a lump sum or, if the Plan Committee approves, in
annual installments over a period not longer than 10 years.
(Continued)
8
<PAGE>
THE TROY SAVINGS BANK 401(K)
SAVINGS PLAN IN RSI RETIREMENT TRUST
Notes to Financial Statements
December 31, 1999 and 1998
(7) PARTICIPANT LOANS
Participants may borrow on funds in which they are 100% vested in the
Plan. The maximum loan amount is the lesser of 50% of the Plan account
funds in which the participants are 100% vested or $50,000 less the
highest outstanding loan balance under the Plan during the preceding
year.
The term of the loan is not to exceed five years, but may be up to ten
years if used to purchase or build a principal residence. The loan
interest rate is the prime rate, rounded to the nearest quarter of one
percent, as published in the Wall Street Journal on the first day of the
month in which the employee requests the loan.
At December 31, 1999 and 1998, there were loans outstanding of $222,569
and $202,905, respectively, at interest rates ranging from 6.25% to 8.50%
payable over two to ten years.
(8) INFORMATION CERTIFIED BY THE PLAN TRUSTEE
In 1998, the Trustee furnished certain information to the Plan
Administrator and certified to its completeness and accuracy. This
information included, but was not limited to, summaries of investments,
investment transactions and investment income earned.
(9) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by RSI
Retirement Trust. RSI Retirement Trust is the trustee as defined by the
Plan and, therefore, these transactions qualify as party-in-interest
transactions.
Certain Plan investments are shares of Retirement System Group, Inc.
common stock. Retirement System Group, Inc. is the holding company
for RSI Retirement Trust (the trustee as defined by the Plan) and,
therefore, these transactions qualify as party-in-interest transactions.
Certain Plan investments are shares of Troy Financial Corporation common
stock. Troy Financial Corporation is the holding company for The Troy
Savings Bank and, therefore, these transactions qualify as
party-in-interest transactions.
(Continued)
9
<PAGE>
THE TROY SAVINGS BANK 401(K)
SAVINGS PLAN IN RSI RETIREMENT TRUST
Notes to Financial Statements
December 31, 1999 and 1998
(10) TAX STATUS
The Internal Revenue Service has determined and informed the Bank by a
letter dated March 31, 1995, that the Plan is qualified and the trust
established under the Plan is tax-exempt under the appropriate sections
of the Internal Revenue Code (IRC). The Plan has been amended since
receiving the determination letter. However, the Plan Administrator
believes that the Plan is currently designed and being operated in
compliance with the applicable requirements of the IRC. Therefore, the
Plan Administrator believes that the Plan was qualified and the related
trust was tax-exempt as of December 31, 1999 and 1998.
(11) INVESTMENTS
The following presents investments at December 31, 1999:
<TABLE>
<CAPTION>
SHARES SHARE
OR UNITS OR UNIT FAIR
DESCRIPTION OF INVESTMENT HELD VALUE VALUE
------------------------- -------- ---------- ---------
<S> <C> <C> <C>
Investment in mutual funds managed by
RSI Retirement Trust:
Equity funds:
Core Equity Fund 13,462 $ 114.56 $1,542,214*
Emerging Growth Equity Fund 4,097 119.89 491,218*
Value Equity Fund 6,363 77.88 495,587*
International Equity Fund 3,183 67.32 214,278
----------
2,743,297
----------
Fixed income funds:
Short Term Investment Fund 9,653 23.50 226,840
Intermediate Term Bond Fund 3,062 34.49 105,599
Actively Managed Bond Fund 3,297 36.88 121,586
----------
454,025
----------
Total investment in mutual funds managed
by RSI Retirement trust
$3,197,322
==========
Investment in common stock held by
RS Group Trust Company as trustee:
Troy Financial Corporation 217,835 10.19 $2,219,303*
==========
</TABLE>
*Denotes an investment that represents 5% or more of the Plan's net assets at
December 31, 1999.
(Continued)
10
<PAGE>
The following presents investments at December 31, 1998:
<TABLE>
<CAPTION>
SHARES SHARE
OR UNITS OR UNIT FAIR
DESCRIPTION OF INVESTMENT HELD VALUE VALUE
------------------------- -------- --------- -----------
<S> <C> <C> <C>
Investment in mutual funds managed by
RSI Retirement Trust:
Equity funds:
Core Equity Fund 19,093 $ 95.24 $1,818,438*
Emerging Growth Equity Fund 12,601 68.00 856,901*
Value Equity Fund 10,949 68.09 745,510*
International Equity Fund 6,134 53.10 325,691*
-----------
3,746,540
-----------
Fixed income funds:
Short Term Investment Fund 30,793 22.57 695,005*
Intermediate Term Bond Fund 6,660 34.27 228,239
Actively Managed Bond Fund 7,979 37.76 301,280*
-----------
1,224,524
-----------
Total investment in mutual funds managed
by RSI Retirement Trust
$4,971,064
==========
</TABLE>
*Denotes an investment that represents 5% or more of the Plan's net assets at
December 31, 1998.
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$643,176 as follows:
<TABLE>
<S> <C>
Mutual funds $617,123
Common stocks 26,053
--------
$643,176
========
</TABLE>
During 1998, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$547,716 as follows:
<TABLE>
<S> <C>
Mutual funds $547,735
Common stocks (19)
--------
$547,716
========
</TABLE>
11
<PAGE>
THE TROY SAVINGS BANK 401(K)
SAVINGS PLAN IN RSI RETIREMENT TRUST
Line 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
FAIR
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST VALUE
---------------------------- ------------------------------------------ -------------- -------------
<S> <C> <C> <C>
Federated Money Market Fund $ 47,955 47,955
*RSI Retirement Trust Equity funds:
Core Equity Fund 428,363 1,542,214
Emerging Growth Equity Fund 305,859 491,218
Value Equity Fund 407,517 495,587
International Equity Fund 170,194 214,278
-------------- -------------
1,311,933 2,743,297
-------------- -------------
Fixed income funds:
Short Term Investment Fund 227,612 226,840
Intermediate Term Bond Fund 109,243 105,599
Actively Managed Bond Fund 128,245 121,586
-------------- -------------
465,100 454,025
-------------- -------------
*Troy Financial Corporation Common stock 2,197,708 2,219,303
*Retirement System
Group, Inc. Common Stock 253 263
*Loans to participants 6.25% to 8.50% 222,569 222,569
-------------- -------------
$ 4,245,518 5,687,412
============== =============
</TABLE>
* Indicates that the issuer is a party-in-interest as defined in the Employee
Retirement Income Security Act of 1974.
12
<PAGE>
THE TROY SAVINGS BANK 401(K)
SAVINGS PLAN IN RSI RETIREMENT TRUST
Line 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
CURRENT VALUE
EXPENSE OF ASSET ON
IDENTITY OF PURCHASE SELLING LEASE INCURRED WITH COST OF TRANSACTION NET GAIN
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL TRANSACTION ASSET DATE OR (LOSS)
-------------- -------------------- -------- ------- ------ ----------- ----- ---- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Federated Money Market $ 299,437 -- -- -- 299,437 299,437 --
Money Market -- 251,482 -- -- 251,482 251,482 --
</TABLE>
Note: Reportable transactions, for purposes of this schedule are:
(a) Any single transaction, within the Plan year, with respect to any
plan asset involving an amount in excess of 5% of the current
value of Plan assets, at the beginning of the year, and
(b) Any series of transactions, within the plan year, which involve
an amount, when aggregated, in excess of 5% of the current value
of Plan assets, at the beginning of the year, with respect to
transactions involving:
(1) the same person, in the case of Plan assets other than
securities
(2) the same person, in the case of Plan assets which are
securities, and
(3) Plan assets which are securities of the same issue.
13
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirement 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.
The Troy Savings Bank 401(k) Savings Plan
in RSI Retirement Trust
Date: June 28, 2000 /s/ Evelyn A. Morris
--------------------
Evelyn A. Morris
Plan Administrator
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
23 Consent of Independent Public Accountants
