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Previous: CARILLON FUND INC, 485BPOS, 1999-06-30 |
Next: EATON VANCE MUTUAL FUNDS TRUST, 497, 1999-06-30 |
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1998, 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 No. 0-12870
THE FIRST NATIONAL BANK OF WEST CHESTER RETIREMENT SAVINGS PLAN
---------------------------------------------------------------
(full title of the plan)
FIRST WEST CHESTER CORPORATION
------------------------------
(Name of Issuer of the securities held pursuant to the plan)
9 North High Street, West Chester, Pennsylvania 19380
-----------------------------------------------------
(Address of principal executive offices)
<PAGE>
REQUIRED INFORMATION
1. The following financial statements are filed as part of this report and
included after the signature page hereof:
(a) Audited statements of net assets available for benefits as of
the end of the latest two fiscal years of the plan (December
31, 1998 and 1997).
(b) An audited statement of changes in net assets available for
benefits, and supplemental schedules for each of the latest
three fiscal years of the plan (1998, 1997, & 1996).
2. Exhibit. The following exhibit is filed with this Report:
Exhibit No. Description
- ----------- -----------
23.1 Consent of Ogorek & Graham 1998 and 1997 Reports
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
THE FIRST NATIONAL BANK OF
WEST CHESTER - 401(k) PLAN
DATE June 29, 1999 BY:/s/William D. Wagenmann, Jr.
------------- -------------------------------
William D. Wagenmann, Jr.
Plan Administrator
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
<PAGE>
CONTENTS
--------
PAGE
INDEPENDENT AUDITORS' REPORT 1
AUDITED FINANCIAL STATEMENTS
Statements of Net Assets Available
for Benefits 2
Statement of Changes in Net Assets
Available for Benefits 3
Notes to Financial Statements 4 - 7
OTHER FINANCIAL INFORMATION
Supplemental Schedules 8 - 13
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Trustees of
The First National Bank of West Chester -
Retirement Savings Plan
West Chester, PA 19381
We have audited the accompanying statements of net assets available for benefits
of The First National Bank of West Chester Retirement Savings Plan as of
December 31, 1998 and 1997, and the related statement of changes in net assets
available for benefits, for the year then ended, December 31, 1998. These
financial statements are the responsibility of the Trustees of The First
National Bank of West Chester - Retirement Savings Plan. Our responsibility is
to express an opinion on these financial statements based on our audit.
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 the
trustees 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 Retirement
Savings Plan as of December 31, 1998 and 1997, and the changes in net assets
available for benefits for the year then ended December 31, 1998, in conformity
with generally accepted accounting principles.
Our audits were performed 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 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 Disclosures under
the Employee 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 audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Ogorek & Company
----------------------------
OGOREK & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
June 4, 1999
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
ASSETS 1998 1997
---- ----
Investments, at fair value
Mutual funds $2,887,893 $1,891,707
Bank certificates of deposit 695,000 485,000
Common stock 2,088,680 1,587,960
Notes receivable 121,425 42,687
--------- ---------
TOTAL INVESTMENTS 5,792,998 4,007,354
--------- ---------
Receivables
Employer's fixed contributions 210,403 205,085
Employees' contributions 15,694 15,416
Employer matching contribution 8,209 8,754
Accrued interest income 6,630 4,271
Accrued dividend income 15,557 15,224
--------- ---------
TOTAL RECEIVABLES 256,493 248,750
--------- ---------
Cash and cash equivalents 119,942 119,002
--------- ---------
TOTAL ASSETS 6,169,433 4,375,106
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $6,169,433 $4,375,106
========= =========
- ---------------------------------------
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER-
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Federated Fidelity Advisor
Short-Term FNB of West Fidelity Equity Growth
US Government Chester Income II Opportunities
Fund CD Fund Fund Fund
------------- ----------- --------------- ---------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
INVESTMENT INCOME
Net appreciation/(depreciation) in
Fair value of investments $ - $ - $ 81,250 $ 185,997
Interest - 32,802
Dividends 8,588 78,227 60,577
-------- --------- --------- ---------
TOTAL INVESTMENT INCOME 8,588 32,802 159,477 246,574
-------- --------- --------- ---------
CONTRIBUTIONS
Employer's fixed contribution
Employer's 1,615 8,182 19,166 27,203
Employee's 3,569 38,217 67,167 80,028
Rollovers 25,389 74,116 25,102 50,712
-------- --------- --------- ---------
TOTAL CONTRIBUTIONS 30,573 120,515 111,435 157,943
-------- --------- --------- ---------
TOTAL ADDITIONS 39,161 153,317 270,912 404,517
-------- --------- --------- ---------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants - 11,630 79,441 91,236
--------- --------- --------- ---------
TOTAL DEDUCTIONS - 11,630 79,441 91,236
--------- --------- --------- ---------
NET INCREASE PRIOR TO INTERFUND TRANSFERS 39,161 141,687 191,471 313,281
Interfund transfers (38,221) 68,313 45,440 45,904
--------- --------- --------- ---------
NET INCREASE/(DECREASE) 940 210,000 236,911 359,185
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 119,002 485,000 663,144 939,080
--------- --------- --------- ---------
End of year $ 119,942 $ 695,000 $ 900,055 $1,298,265
========= ========= ========= =========
</TABLE>
_______________________________________
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER-
RETIREMENT SAVINGS PLAN (continued)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
T. Rowe Price FNB of Vanguard Fidelity Participants
International West Chester Index 500 Market Notes
Stock Fund Stock Fund Fund Fund Fund Other Total
---------- ---------- ---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C>
$ 18,197 $ 347,522 $ 65,705 $ (7,175) $ - $ - $ 691,496
- - - - 6,161 6,630 45,593
15,345 32,282 7,448 - - 15,557 218,024
--------- ----------- ------- -------- --------- -------- ---------
33,542 379,804 73,153 (7,175) 6,161 22,187 955,113
--------- ----------- ------- -------- --------- -------- ---------
- - - - - 210,403 210,403
9,528 76,862 29,627 - - 8,209 180,392
26,240 67,034 55,911 - - 15,694 353,860
1,312 51,697 89,515 - - - 317,843
--------- ----------- ------- -------- --------- -------- ---------
37,080 195,593 175,053 - - 234,306 1,062,498
--------- ----------- ------- -------- --------- -------- ---------
70,622 575,397 248,206 (7,175) 6,161 256,493 2,017,611
--------- ----------- ------- -------- --------- -------- ---------
7,715 17,356 15,906 - - - 223,284
--------- ----------- ------- -------- --------- -------- ---------
7,715 17,356 15,906 - - - 223,284
--------- ----------- ------- -------- --------- -------- ---------
62,907 558,041 232,300 (7,175) 6,161 256,493 1,794,327
18,881 (57,321) 96,345 (3,168) 72,577 (248,750) -
--------- ----------- ------- -------- --------- -------- ---------
81,788 500,720 328,645 (10,343) 78,738 7,743 1,794,327
134,173 1,587,960 126,024 29,286 42,687 248,750 4,375,106
--------- ----------- -------- -------- --------- -------- ---------
$ 215,961 $ 2,088,680 $ 454,669 $ 18,943 $ 121,425 $ 256,493 $6,169,433
========= =========== ======== ======== ========= ======== =========
</TABLE>
3 (cont)
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
NOTE A - DESCRIPTION OF PLAN
The following brief description of The First National Bank of West
Chester - Retirement Savings Plan is provided for general purpose only.
Members should refer to the Plan agreement for more complete
information.
GENERAL
Effective January 1, 1995, the Plan has been amended and restated in
its entirety. The Plan sponsor has amended the Plan to include a 401(K)
Plan with a regular fixed contribution. The 401(K) Plan name has been
changed to the Retirement Savings Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
MEMBERSHIP IN THE PLAN
Each employee who was participating in the prior plan on December 31,
1994, shall automatically continue as a member. Each other employee who
is an eligible employee as of the effective date shall become a member
of the Plan on such date.
Eligible employee for purposes of 401(K) deferrals means any employee
who has been employed for at least one continuous year and is scheduled
to complete 1,000 hours of service during each plan year. During 1997,
the 401(k) deferral requirement was reduced to 90 days of service.
EMPLOYER FIXED CONTRIBUTIONS
Each plan year the employer shall contribute an additional contribution
to the fund on account of each member equal to 3% of the member's
compensation up to $30,000, plus 6% of the member's compensation in
excess of $30,000 of the member's compensation. The contribution shall
only be made for members who have completed one year of service, are
employed on the last day of the plan year and complete 1,000 hours of
service during the plan year. The contribution for a member shall be
made whether or not a basic contribution was made for such member.
MEMBER ACCOUNTS
All contributions by or on behalf of a member shall be deposited to the
appropriate account established for each member. As of each valuation
date, the accounts of each member shall be adjusted to reflect any
realized and unrealized gains or losses and income or expense of the
fund according to nondiscriminatory procedures uniformly applied based
on the value of the member's accounts as of the preceding valuation
date.
-4-
<PAGE>
NOTE A - DESCRIPTION OF PLAN (continued)
CONTRIBUTIONS
Each member may authorize the employer to reduce his compensation by
any whole percentage up to 15%. Each eligible employee shall file a
written election form with the Plan administrator specifying the
portion of his compensation that is to be contributed to the plan as a
basic contribution.
The employer shall make a matching contribution for each member, which
shall equal $0.75 for each $1.00 allocated to such member's basic
contribution up to 5% of the member's eligible compensation. The amount
of employer matching contributions may be increased or decreased at the
discretion of the board, provided that reasonable notice is provided to
members giving them the opportunity to change their elective deferral
percentage.
VESTING
A member shall have a fully vested interest in his basic contribution
account, matching contribution account, additional fixed contribution
account and rollover account at all times.
PAYMENT OF BENEFITS
On termination of service, a member may elect to receive either a
lump-sum amount or installments over a period not to exceed ten years.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
If available, quoted market prices are used to value investments.
Employer securities contributed to the plan shall be valued at a price
which, in the judgement of the Plan administrator, does not exceed the
fair market of such securities. The determination of fair market value
shall be made in good faith by the Plan administrator.
CASH AND CASH EQUIVALENTS
For purposes of these financial statements, the Plan considers all
money market funds to be cash equivalents.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets,
liabilities, and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
-5-
NOTE C - INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. The
following table presents the fair values of those investments.
Investments that represent 5% or more of the Plan's net assets are
separately identified.
<TABLE>
<CAPTION>
December 31, 1998
-----------------
Investments at Fair Value as Number of
Determined by Quoted Market Price Shares Fair Value
--------------------------------- --------- ----------
<S> <C> <C>
Vanguard Index Trust 500 3,990 $ 454,669
Fidelity Equity Income II 30,022 900,055
Fidelity Emerging Markets fund 2,687 18,943
Fidelity Advisor Growth Opportunities Fund 25,903 1,298,265
T Rowe Price 14,407 215,961
Bank certificates of deposit - 695,000
First West Chester Corp 104,434 2,088,680
Notes receivable - 121,425
---------
TOTAL INVESTMENTS $5,792,998
=========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1997
-----------------
Investments at Fair Value as Number of
Determined by Quoted Market Price Shares Fair Value
--------------------------------- --------- ----------
<S> <C> <C>
Vanguard Index Trust 500 1,399 $ 126,024
Fidelity Equity Income II 24,552 663,144
Fidelity Emerging Markets fund 3,051 29,286
Fidelity Advisor Growth Opportunities Fund 22,164 939,080
T Rowe Price 9,998 134,173
Bank certificates of deposit - 485,000
First West Chester Corp 48,120 1,587,960
Notes receivable - 42,687
---------
TOTAL INVESTMENTS $4,007,354
=========
</TABLE>
During the years ended December 31, 1998 and 1997, the Plan's
investments (including investments bought, sold and held during the
year) appreciated/(depreciated) in value as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Investments at Fair Value as
Determined by Quoted Market Price
Mutual funds $343,974 $169,412
Investments at Estimated Fair Value
Common stock 347,522 460,046
-------- -------
Net appreciation in fair value $ 691,496 $629,458
======== =======
</TABLE>
-6-
<PAGE>
NOTE D - PLAN TERMINATION
Although it has not expressed any intent to do so, the employer has the
right at any time to terminate the Plan by delivering to the Trustee
and Administrator written notice of such termination. In the event of
Plan termination, participants, as stated, are 100% vested in their
accounts.
NOTE E - TAX STATUS
The trust established under the Plan to hold the Plan's assets is
qualified pursuant to the appropriate section of the Internal Revenue
Code, and, accordingly, the trust's net investment income is exempt
from income taxes. The Plan has obtained a favorable tax determination
letter from the Internal Revenue Service and the Plan sponsor believes
that the Plan continues to qualify and to operate as designed.
-7-
<PAGE>
OTHER FINANCIAL INFORMATION
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Face Value Fair
Or Shares Description Cost Value
- --------- ----------- ---- -----
<S> <C> <C> <C>
Mutual Funds
25903.125 Fidelity Advisor Growth $ 977,935 $1,298,265
Opportunity Fund
2686.985 Fidelity Emerging Markets 44,184 18,943
Fund
30021.857 Fidelity Equity Income II 755,766 900,055
Fund
14406.994 T Rowe Price International 202,022 215,961
Stock Fund
3990.077 Vanguard Index 391,639 454,669
--------- ---------
Trust 500
Total Mutual Funds $2,371,546 $2,887,893
========= =========
Common Stocks
104,434 First West Chester Corp. $1,132,052 $2,088,680
--------- ---------
Total Common Stocks $1,132,052 $2,088,680
========= =========
Bank Certificates of Deposit
30,000 Certificate of Deposit $ 30,000 $ 30,000
6.00 07/07/99
20,000 Certificate of Deposit 20,000 20,000
6.00 08/22/99
20,000 Certificate of Deposit 20,000 20,000
6.65 12/30/99
20,000 Certificate of Deposit 20,000 20,000
6.80 03/23/00
25,000 Certificate of Deposit 25,000 25,000
6.75 05/25/00
20,000 Certificate of Deposit 20,000 20,000
6.30 07/25/00
20,000 Certificate of Deposit 20,000 20,000
6.20 08/31/00
20,000 Certificate of Deposit 20,000 20,000
6.20 09/21/00
20,000 Certificate of Deposit 20,000 20,000
6.05 12/18/00
10,000 Certificate of Deposit 10,000 10,000
5.90 01/11/01
10,000 Certificate of Deposit 10,000 10,000
6.06 07/16/01
</TABLE>
__________________________________
See accompanying auditor's report.
-8-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED)
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Face Value Fair
Or Shares Description Cost Value
- --------- ----------- ---- -----
<S> <C> <C> <C>
15,000 Certificate of Deposit 15,000 15,000
6.06 08/23/01
15,000 Certificate of Deposit 15,000 15,000
6.09 10/03/01
10,000 Certificate of Deposit 10,000 10,000
6.10 11/19/01
10,000 Certificate of Deposit 10,000 10,000
6.10 12/18/01
50,000 Certificate of Deposit 50,000 50,000
6.10 01/16/02
10,000 Certificate of Deposit 10,000 10,000
6.10 02/11/02
15,000 Certificate of Deposit 15,000 15,000
6.10 03/03/02
65,000 Certificate of Deposit 65,000 65,000
6.30 04/16/02
15,000 Certificate of Deposit 15,000 15,000
6.16 06/30/02
30,000 Certificate of Deposit 30,000 30,000
6.10 07/14/02
10,000 Certificate of Deposit 10,000 10,000
6.10 10/03/02
25,000 Certificate of Deposit 25,000 25,000
6.00 12/16/02
40,000 Certificate of Deposit 40,000 40,000
5.90 03/02/03
40,000 Certificate of Deposit 40,000 40,000
5.90 03/13/03
50,000 Certificate of Deposit 50,000 50,000
5.90 05/04/03
40,000 Certificate of Deposit 40,000 40,000
5.85 06/17/03
20,000 Certificate of Deposit 20,000 20,000
5.85 07/02/03
10,000 Certificate of Deposit 10,000 10,000
5.30 10/29/03
10,000 Certificate of Deposit 10,000 10,000
------- -------
6.10 12/18/01
Total Certificates of Deposit $695,000 $695,000
======= =======
Cash and Cash Equivalents
Money Market Obligations $119,942 $119,942
------- -------
TOTAL CASH AND
CASH EQUIVALENTS $119,942 $119,942
======= =======
</TABLE>
__________________________________
See accompanying auditor's report.
-9-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Face Value Fair
Or Shares Description Cost Value
--------- ----------- ---- -----
<S> <C> <C> <C>
Mutual Funds
Fidelity Advisor Growth
22163.785 Opportunity Fund $ 752,818 $ 939,080
Fidelity Emerging Markets
3050.665 Fund 50,082 29,286
Fidelity Equity Income II
24551.797 Fund 567,095 663,144
T Rowe Price International
9997.986 Stock Fund 137,462 134,173
Vanguard Index
1399.181 Trust 500 127,119 126,024
---------- ---------
Total Mutual Funds $ 1,634,576 $ 1,891,707
========== ==========
Common Stocks
48,120 First West Chester Corp. $ 923,259 $ 1,587,960
---------- ----------
Total Common Stocks $ 923,259 $ 1,587,960
========== ==========
Bank Certificates of Deposit
30,000 Certificate of Deposit $ 30,000 $ 30,000
6.00 07/07/99
20,000 Certificate of Deposit 20,000 20,000
6.00 08/22/99
20,000 Certificate of Deposit 20,000 20,000
6.65 12/30/99
20,000 Certificate of Deposit 20,000 20,000
6.80 03/23/00
25,000 Certificate of Deposit 25,000 25,000
6.75 05/25/00
20,000 Certificate of Deposit 20,000 20,000
6.30 07/25/00
20,000 Certificate of Deposit 20,000 20,000
6.20 08/31/00
20,000 Certificate of Deposit 20,000 20,000
6.20 09/21/00
20,000 Certificate of Deposit 20,000 20,000
6.05 12/18/00
</TABLE>
__________________________________
See accompanying auditor's report.
-10-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER-
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Face Value Fair
Or Shares Description Cost Value
- --------- ----------- ---- -----
<S> <C> <C> <C>
10,000 Certificate of Deposit 10,000 10,000
5.90 01/11/01
10,000 Certificate of Deposit 10,000 10,000
6.06 07/16/01
15,000 Certificate of Deposit 15,000 15,000
6.06 08/23/01
15,000 Certificate of Deposit 15,000 15,000
6.09 10/03/01
10,000 Certificate of Deposit 10,000 10,000
6.10 11/19/01
10,000 Certificate of Deposit 10,000 10,000
6.10 12/18/01
50,000 Certificate of Deposit 50,000 50,000
6.10 01/16/02
10,000 Certificate of Deposit 10,000 10,000
6.10 02/11/02
15,000 Certificate of Deposit 15,000 15,000
6.10 03/03/02
65,000 Certificate of Deposit 65,000 65,000
6.30 04/16/02
15,000 Certificate of Deposit 15,000 15,000
6.16 06/30/02
30,000 Certificate of Deposit 30,000 30,000
6.10 07/14/02
10,000 Certificate of Deposit 10,000 10,000
6.10 10/03/02
25,000 Certificate of Deposit 25,000 25,000
-------- --------
6.00 12/16/02
Total Certificates of Deposit $ 485,000 $ 485,000
======== ========
Cash and Cash Equivalents
Money Market Obligations $ 118,436 $ 118,436
Cash on hand 566 566
-------- --------
TOTAL CASH AND
CASH EQUIVALENTS $ 119,002 $ 119,002
======== ========
</TABLE>
__________________________________
See accompanying auditor's report.
-11-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS IN EXCESS OF
5% OF BEGINNING ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Purchase Sale Realized
Description Price Proceeds Gain/(Loss)
- ----------- -------- ----------- ------------
<S> <C> <C> <C>
Series of transactions in one issue
Fidelity Advisor Growth Opp.
Shares purchased 5,101 $ 235,245 $ - $ -
First West Chester Corp.
Shares purchased 7,037 237,235 - -
Vanguard Index Trust 500
Shares purchased 2,691 272,870 - -
Money market obligations
$1.00/sh 1,224,125 - -
Money market obligations
$1.00/sh 1,222,618 1,222,618 -
</TABLE>
__________________________________
See accompanying auditor's report.
12
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER-
RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS IN EXCESS OF
5% OF BEGINNING ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Purchase Sales Realized
Price Proceeds Gain/(Loss)
----- -------- -----------
Description
-----------
<S> <C> <C> <C>
Series of transactions in one issue
First West Chester Corp.
Shares purchased 5,381 $ 176,425 $ - $ -
Fidelity Advisor Growth Opp.
Shares purchased 11328.756 203,255 - -
Fidelity Equity Income II
Shares purchased 10082.569 175,912 - -
Vanguard Index Trust 500 142,872 - -
Money Market obligations
$1.00/sh 1,026,763 - -
Money Market obligations
$1.00/sh 1,045,966 1,045,966 -
</TABLE>
- ----------------------------------
See accompanying auditor's report.
-13-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
<PAGE>
CONTENTS
--------
PAGE
----
INDEPENDENT AUDITORS' REPORT 1
AUDITED FINANCIAL STATEMENTS
Statements of Net Assets Available
for Benefits 2
Statements of Changes in Net Assets
Available for Benefits 3
Notes to Financial Statements 4-7
OTHER FINANCIAL INFORMATION
Supplemental Schedules 8-13
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Trustees of
The First National Bank of West Chester -
Retirement Savings Plan
West Chester, PA 19381
We have audited the accompanying statements of net assets available for benefits
of The First National Bank of West Chester - Retirement Savings Plan as of
December 31, 1997 and 1996, and the related statements of changes in net assets
available for benefits, and supplemental schedules for the years then ended.
These financial statements and supplemental schedules are the responsibility of
the Trustees of The First National Bank of West Chester - Retirement Savings
Plan. 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 and supplemental schedules 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 the trustees 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 and supplemental schedules referred to
above present fairly, in all material respects, the net assets available for
benefits of the Retirement Savings Plan as of December 31, 1997 and 1996, and
the changes in net assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
OGOREK & GRAHAM
CERTIFIED PUBLIC ACCOUNTANTS
June 9, 1998
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
ASSETS 1997 1996
------ ---- ----
<S> <C> <C>
Investments, at fair value
Mutual funds $1,891,707 $1,106,209
Bank certificates of deposit 485,000 400,000
Common stock 1,587,960 989,433
Notes receivable 42,687 -
--------- ---------
TOTAL INVESTMENTS 4,007,354 2,495,642
--------- ---------
Receivables
Employer's fixed contributions 205,085 185,810
Employees' contributions 15,416 8,435
Employer matching contribution 8,754 -
Accrued interest income 4,271 2,458
Accrued dividend income 15,224 8,665
--------- ---------
TOTAL RECEIVABLES 248,750 205,368
--------- ---------
Cash and cash equivalents 119,002 137,972
--------- ---------
TOTAL ASSETS 4,375,106 2,838,982
--------- ---------
LIABILITIES
Advance employer match contribution - 2,498
--------- ---------
TOTAL LIABILITIES - 2,498
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $4,375,106 $2,836,484
========== ==========
</TABLE>
- --------------------------------
The accompanying notes are an integral
part of these financial statements.
-2-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
INVESTMENT INCOME 1997 1996
-------------- -----------
<S> <C> <C>
Net appreciation/(depreciation) in
fair value of investments $ 629,458 $ 163,181
Interest 37,400 29,001
Dividends 175,759 91,752
TOTAL INVESTMENT INCOME 842,617 283,934
--------- ---------
CONTRIBUTIONS
Employer fixed contribution 205,085 185,810
Employer 169,084 129,514
Employee 291,962 200,295
Rollovers 93,990 168,707
--------- ---------
TOTAL CONTRIBUTIONS 760,121 684,326
--------- ---------
TOTAL ADDITIONS 1,602,738 968,260
--------- ---------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 64,116 137,523
--------- ---------
TOTAL DEDUCTIONS 64,116 137,523
NET INCREASE 1,538,622 830,737
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 2,836,484 2,005,747
--------- ---------
END OF YEAR $4,375,106 $2,836,484
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
NOTE A - DESCRIPTION OF PLAN
The following brief description of The First National Bank of West Chester -
Retirement Savings Plan is provided for general purpose only. Members should
refer to the Plan agreement for more complete information.
GENERAL
Effective January 1, 1995, the Plan has been amended and restated in its
entirety. The Plan sponsor has amended the Plan to include a 401(K) Plan with a
regular fixed contribution. The 401 (K) Plan name has been changed to the
Retirement Savings Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
MEMBERSHIP IN THE PLAN
Each employee who was participating in the prior plan on December 31, 1994,
shall automatically continue as a member. Each other employee who is an eligible
employee as of the effective date shall become a member of the Plan on such
date.
Eligible employee for purposes of 401(K) deferrals means any employee who has
been employed for at least one continuous year and is scheduled to complete
1,000 hours of service during each plan year. During 1997, the 401(k) deferral
requirement has been reduced to 90 days of service.
EMPLOYER FIXED CONTRIBUTIONS
Each plan year the employer shall contribute an additional contribution to the
fund on account of each member equal to 3% of the member's compensation up to
$30,000, plus 6% of the member's compensation in excess of $30,000 of the
member's compensation. The contribution shall only be made for members who have
completed one year of service, are employed on the last day of the plan year and
complete 1,000 hours of service during the plan year. The contribution for a
member shall be made whether or not a basic contribution was made for such
member.
-4-
<PAGE>
NOTE A - DESCRIPTION OF PLAN (continued)
MEMBER ACCOUNTS
All contributions by or on behalf of a member shall be deposited to the
appropriate account established for each member. As of each valuation date, the
accounts of each member shall be adjusted to reflect any realized and unrealized
gains or losses and income or expense of the fund according to nondiscriminatory
procedures uniformly applied based on the value of the member's accounts as of
the preceding valuation date.
CONTRIBUTIONS
Each member may authorize the employer to reduce his compensation by any whole
percentage up to 15%. Each eligible employee shall file a written election form
with the Plan administrator specifying the portion of his compensation that is
to be contributed to the plan as a basic contribution.
The employer shall make a matching contribution for each member which shall
equal $0.75 for each $1.00 allocated to such member's basic contribution up to
5% of the member's eligible compensation. The amount of employer matching
contributions may be increased or decreased at the discretion of the board,
provided that reasonable notice is provided to members giving them the
opportunity to change their elective deferral percentage.
VESTING
A member shall have a fully vested interest in his basic contribution account,
matching contribution account, additional fixed contribution account and
rollover account at all times.
PAYMENT OF BENEFITS
On termination of service, a member may elect to receive either a lump-sum
amount or installments over a period not to exceed ten years.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
If available, quoted market prices are used to value investments. Employer
securities contributed to the plan shall be valued at a price which, in the
judgement of the Plan administrator, does not exceed the fair market of such
securities. The determination of fair market value shall be made in good faith
by the Plan administrator.
CASH AND CASH EQUIVALENTS
For purposes of these financial statements, the Plan considers all money market
funds to be cash equivalents.
-5-
<PAGE>
NOTE C - INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. The following
table presents the fair values of those investments. Investments that represent
5% or more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
December 31, 1997
-----------------
Investments at Fair Value as Number of
Determined by Quoted Market Price Shares Fair Value
- --------------------------------- ------ ----------
<S> <C> <C>
Vanguard Index Trust 500 1,399 $ 126,024
Fidelity Equity Income II 24,552 663,144
Fidelity Emerging Markets fund 3,051 29,286
Fidelity Advisor Growth Opportunties Fund 22,164 939,080
T Rowe Price 9,998 134,173
Bank certificates of deposit - 485,000
First West Chester Corp 48,120 1,587,960
Notes receivable - 42,687
---------
TOTAL INVESTMENTS $4,007,354
==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
-----------------
Investments at Fair Value as Number of
Determined by Quoted Market Price Shares Fair Value
--------------------------------- ------ ----------
<S> <C> <C>
Fidelity Equity Income II 16,182 $ 384,332
Fidelity Emerging Markets Fund 3,953 65,695
Fidelity Advisor Growth Opportunities Fund 16,857 593,856
T Rowe Price International Stock Fund 4,516 62,326
Bank certificates of deposit - 400,000
First West Chester Corp. 32,308 989,433
---------
TOTAL INVESTMENTS $2,495,642
==========
</TABLE>
During the years ended December 31, 1997 and 1996, the Plan's investments
(including investments bought, sold and held during the year)
appreciated/(depreciated) in value as follows:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Investments at Fair Value as
Determined by Quoted Market Price
Mutual funds $169,412 $ 87,136
Investments at Estimated Fair Value
Common stock 460,046 76,045
------- --------
Net appreciation/(depreciation) in fair value $629,458 $ 163,181
======== ========
</TABLE>
-6-
<PAGE>
NOTE D - PLAN TERMINATION
Although it has not expressed any intent to do so, the employer has the right at
any time to terminate the Plan by delivering to the Trustee and Administrator
written notice of such termination. In the event of Plan termination,
participants, as stated, are 100% vested in their accounts.
NOTE E - TAX STATUS
The trust established under the Plan to hold the Plan's assets is qualified
pursuant to the appropriate section of the Internal Revenue Code, and,
accordingly, the trust's net investment income is exempt from income taxes. The
Plan has obtained a favorable tax determination letter from the Internal Revenue
Service and the Plan sponsor believes that the Plan continues to qualify and to
operate as designed.
-7-
<PAGE>
OTHER FINANCIAL INFORMATION
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Face Value Fair
or Shares Description Cost Value
- --------- ----------- ---- -----
<S> <C> <C> <C>
Mutual Funds
Fidelity Advisor Growth
22163.785 Opportunity Fund $ 752,818 $ 939,080
Fidelity Emerging Markets
3050.665 Fund 50,082 29,286
Fidelity Equity Income II
24551.797 Fund 567,095 663,144
T Rowe Price International
9997.986 Stock Fund 137,462 134,173
Vanguard Index
1399.181 Trust 500 127,119 126,024
---------- ----------
Total Mutual Funds $1,634,576 $ 1,891,707
========== ===========
Common Stocks
48,120 First West Chester Corp. $ 923,259 $ 1,587,960
--------- ----------
Total Common Stocks $ 923,259 $ 1,587,960
========== ===========
30,000 Certificate of Deposit $30,000 $ 30,000
6.00 07/07/99
20,000 Certificate of Deposit 20,000 20,000
6.00 08/22/99
20,000 Certificate of Deposit 20,000 20,000
6.65 12/30/99
20,000 Certificate of Deposit 20,000 20,000
6.80 03/23/00
25,000 Certificate of Deposit 25,000 25,000
6.75 05/25/00
20,000 Certificate of Deposit 20,000 20,000
6.30 07/25/00
20,000 Certificate of Deposit 20,000 20,000
6.20 08/31/00
20,000 Certificate of Deposit 20,000 20,000
6.20 09/21/00
20,000 Certificate of Deposit 20,000 20,000
6.05 12/18/00
</TABLE>
- ----------------------------
See accompanying auditor's report.
-8-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Face Value Fair
or Shares Description Cost Value
--------- ----------- ---- -----
<S> <C> <C> <C>
10,000 Certificate of Deposit 10,000 10,000
5.90 01/11/01
10,000 Certificate of Deposit 10,000 10,000
6.06 07/16/01
15,000 Certificate of Deposit 15,000 15,000
6.06 08/23/01
15,000 Certificate of Deposit 15,000 15,000
6.09 10/03/01
10,000 Certificate of Deposit 10,000 10,000
6.10 11/19/01
10,000 Certificate of Deposit 10,000 10,000
6.10 12/18/01
50,000 Certificate of Deposit 50,000 50,000
6.10 01/16/02
10,000 Certificate of Deposit 10,000 10,000
6.10 02/11/02
15,000 Certificate of Deposit 15,000 15,000
6.10 03/03/02
65,000 Certificate of Deposit 65,000 65,000
6.30 04/16/02
15,000 Certificate of Deposit 15,000 15,000
6.16 06/30/02
30,000 Certificate of Deposit 30,000 30,000
6.10 07/14/02
10,000 Certificate of Deposit 10,000 10,000
6.10 10/03/02
25,000 Certificate of Deposit 25,000 25,000
-------- --------
6.00 12/16/02
Total Certificates of Deposit $ 485,000 $ 485,000
========= =========
Cash and Cash Equivalents
Money Market Obligations $ 118,436 $ 118,436
Cash on hand 56 566
-------- ---------
TOTAL CASH AND
CASH EQUIVALENTS $ 119,002 $ 119,002
========== ==========
</TABLE>
- ----------------------------
See accompanying auditor's report.
-9-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Face Value Fair
or Shares Description Cost Value
--------- ----------- ---- -----
<S> <C> <C> <C>
Mutual Funds
16856.543 Fidelity Advisor Growth $ 523,431 $ 593,856
Opportunity Fund
3952.742
Fidelity Emerging Markets 63,711 65,695
Fund
16182.395 Fidelity Equity Income II 345,455 384,332
Fund
4516.432 T Rowe Price International 59,990 62,326
---------- ----------
Stock Fund
Total Mutual Funds $ 992,587 $ 1,106,209
=========== ===========
Common Stocks
32,308 First West Chester Corp. $ 761,488 $ 989,433
---------- ------------
Total Common Stocks $ 761,488 $ 989,433
========== ============
Bank Certificates of Deposit
10,000 Certificate of Deposit $ 10,000 $ 10,000
5.75 02/28/97
10,000 Certificate of Deposit 10,000 10,000
5.75 06/02/97
10,000 Certificate of Deposit 10,000 10,000
5.83 07/19/98
10,000 Certificate of Deposit 10,000 10,000
5.83 08/18/98
30,000 Certificate of Deposit 30,000 30,000
6.00 07/07/99
20,000 Certificate of Deposit 20,000 20,000
6.00 08/22/99
20,000 Certificate of Deposit 20,000 20,000
6.65 12/30/99
20,000 Certificate of Deposit 20,000 20,000
6.80 03/23/00
25,000 Certificate of Deposit 25,000 25,000
6.75 05/25/00
</TABLE>
- ----------------------------
See accompanying auditor's report
-10-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED)
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Face Value Fair
or Shares Description Cost Value
- ----------- ----------- ---- -----
<S> <C> <C> <C>
20,000 Certificate of Deposit 20,000 20,000
6.30 07/25/00
20,000 Certificate of Deposit 20,000 20,000
6.20 08/31/00
20,000 Certificate of Deposit 20,000 20,000
6.20 09/21/00
20,000 Certificate of Deposit 20,000 20,000
6.05 12/18/00
10,000 Certificate of Deposit 10,000 10,000
5.90 01/11/01
20,000 Certificate of Deposit 20,000 20,000
5.80 02/21/01
40,000 Certificate of Deposit 40,000 40,000
5.0 02/28/01
35,000 Certificate of Deposit 35,000 35,000
5.60 03/28/01
10,000 Certificate of Deposit 10,000 10,000
6.06 07/16/01
15,000 Certificate of Deposit 15,000 15,000
6.06 08/23/01
15,000 Certificate of Deposit 15,000 15,000
6.09 10/03/01
10,000 Certificate of Deposit 10,000 10,000
6.10 11/19/01
10,000 Certificate of Deposit 10,000 10,000
------ ------
6.10 12/10/01
Total Certificates of Deposit $400,000 $400,000
======== ========
Cash and Cash Equivalents
Money Market Obligations $137,638 $137,638
Cash on hand 334 334
TOTAL CASH AND
CASH EQUIVALENTS $137,972 $137,972
======== ========
</TABLE>
- ----------------------------
See accompanying auditor's report.
-11-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS IN EXCESS OF
5% OF BEGINNING ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Purchase Sales Realized
Description Price Proceeds Gain/(Loss)
- ----------- ----- -------- -----------
<S> <C> <C> <C>
Series of transactions in one issue
First West Chester Corp.
Shares purchased 5,381 $ 176,425 $ - $ -
Fidelity Advisor Growth Opp.
Shares purchased 11328.756 203,255 - -
Fidelity Equity Income II
Shares purchased 10082.569 175,912 - -
Vanguard Index Trust 500 142,872 - -
Money Market obligations
$1.00/sh 1,026,763 - -
Money Market obligations
$1.00/sh 1,045,966 1,045,966 -
</TABLE>
- ----------------------------
See accompanying auditor's report.
-12-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -
RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS IN EXCESS OF
5% OF BEGINNING ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Purchase Sale Realized
Description Price Proceeds Gain/(Loss)
- ----------- ----- -------- -----------
<S> <C> <C> <C>
Series of transactions in one issue
Fidelity Advisor Growth Opp.
Shares purchased 8,467 $ 252,740 $ - $ -
Shares sold 4,509 91,895 133,151 41,256
Fidelity Advisor Growth Opp.
Shares purchased 11328,756 374,570 - -
Fidelity Equity Income II
Shares purchased 10082.569 228,058 - -
Money market obligations
$1.00/sh 945,560 - -
Money market obligations
$1.00/sh 1,022,909 1,022,909 -
</TABLE>
- ----------------------------
See accompanying auditor's report.
<PAGE>
Index to Exhibits
Exhibits
- --------
23.1 Consent of Ogorek & Graham 1998 and 1997 Reports
<PAGE>
AUDITOR'S CONSENT
We consent to the incorporation by reference in the registration
statement of First West Chester Corporation on Form S-8 (File No. 333-15733) of
our reports dated June 4, 1999 and June 9, 1998 on our audits of The First
National Bank of West Chester Retirement Savings Plan as of December 31, 1998
and 1997, and for the years then ended, and as of December 31, 1997 and 1996,
and for the years then ended, respectively, which reports are included in this
annual report on Form 11-K.
OGOREK & GRAHAM
West Chester, Pennsylvania
Dated: June 28, 1999 By:/s/Ogorek & Graham
------------------ -----------------------
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