<PAGE>
FIRST ALBANY COMPANIES INC.
Stock Bonus Plan
Form 11K
For the Three Plan Years Ended December 31, 1995
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Securities and Exchange Commission
Washington, DC 20549
FORM 11-K
[X] Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
or
[ ] Transition Report Pursuant to Section 15(d) of
the Securities Exchange Act of 1934
Commission file number 014140
First Albany Companies Inc. Stock Bonus Plan
(Title of Plan)
First Albany Companies Inc.
(Issuer of Securities)
41 State Street
Albany, New York 12201
(518) 447-8500
(Address of Principal Executive Office)
I.R.S. Employer I.D. No. 22-2655804
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ITEMS
Item 4. Financial Statements and Schedules
1. Report of Independent Accountants
A. Statements of net assets available for plan benefits
as of December 31, 1995 and 1994
B. Statements of changes in net assets available for plan
benefits for the years ended December 31, 1995, 1994
and 1993
C. Notes to financial statements
D. Assets held for investment as of December 31, 1995
E. Transactions in excess of 5% of the current value of plan assets
for the year ended December 31, 1995.
24. Consent of Independent Accountants
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 on its behalf by the undersigned hereunto duly
authorized.
First Albany Companies Inc.
Stock Bonus Plan
DATE: BY:/s/ George C. McNamee
George C. McNamee
Member of the Administrative
Committee
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THE FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
REPORT OF INDEPENDENT ACCOUNTANTS
For the Years Ended December 31, 1995, 1994 and 1993
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TABLE OF CONTENTS
Page
REPORT OF INDEPENDENT ACCOUNTANTS 1
FINANCIAL STATEMENTS
Statements of net assets available for plan benefits 2
Statements of changes in net assets available for plan benefits 3
Notes to financial statements 4-6
SUPPLEMENTAL SCHEDULES
Assets held for investment as of December 31, 1995 27(a)*
Transactions in excess of 5% of the current value
of plan assets for the year ended December 31, 1995 27(d)*
* Refers to item number in Form 5500 (Annual Return/Report of Employee
Benefit Plan) for plan year ended December 31, 1995.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee
of First Albany Companies Inc. Stock Bonus Plan
We have audited the accompanying statements of net assets available for
plan benefits of First Albany Companies Inc. Stock Bonus Plan as of December
31,1995 and 1994, and the related statements of changes in net assets
available for plan benefits for each of the three years in the period ended
December 31, 1995. 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.
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.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1994 and 1993, and the changes in
net assets available for plan benefits for each of the three years in the
period ended December 31, 1994, in conformity with generally accepted
accounting principles.
As described in Note 2, in 1993 the plan changed its method of accounting
for liabilities to former plan participants.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed
in the accompanying table of contents 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
Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the
audit 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.
COOPERS & LYBRAND L.L.P.
Albany, New York
March 18, 1996
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FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
[CAPTION]
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<C> <C>
December 31, December 31,
<S> 1995 1994
ASSETS
Investments, at fair value (Note 4) $10,324,240 $6,053,112
Cash, noninterest bearing 446,477 161,650
Net assets available for plan benefits $10,770,717 $6,214,762
The accompanying notes are an integral
part of the financial statements.
</TABLE>
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FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
[CAPTION]
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<C> <C> <C>
<S> December 31, December 31, December 31,
For the years ended 1995 1994 1993
Additions to net assets attributed to:
Contributions from:
Employees $ 962,995 $ 716,130 $ 628,641
Employer (Note 5) 470,167 344,353 292,466
1,433,162 1,060,483 921,107
Net appreciation (depreciation) in
the fair value of investments 3,366,599 (160,262) 1,064,707
Dividend income 180,581 142,358 109,602
Total additions 4,980,342 1,042,579 2,095,416
Deductions from net assets attributed to:
Benefits paid to:
Terminated participants 339,733 204,684 175,204
Active participants 84,654 10,315 47,096
Total deductions 424,387 214,999 222,300
Increase prior to cumulative effect
of a change in accounting principle 4,555,955 827,580 1,873,116
Cumulative effect of a change
in accounting principle 25,168
Net increase 4,555,955 827,580 1,898,284
Net assets available for plan benefits:
Beginning of year 6,214,762 5,387,182 3,488,898
End of year $10,770,717 $6,214,762 $5,387,182
The accompanying notes are an integral
part of the financial statements.
</TABLE>
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FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
The following description of the First Albany Companies Inc. (the "Company")
Stock Bonus Plan (the "Plan") provides only general information. Participants
should refer to the Plan document for a more complete description of the
Plan's provisions.
a. General
The Plan is a defined contribution plan covering substantially all
employees of the Company and its subsidiaries. Employees are eligible
to participate upon the first day of the calendar quarter following
completion of at least one thousand hours of service during any
consecutive twelve months of continuous recognized employment as
defined in the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended (ERISA).
All costs and fees incurred in administering the Plan are borne by the
Company, which is the Plan administrator and custodian.
b. Contributions and Participant Accounts
Participants elect to make after-tax contributions to the Plan up to 8% of
their gross pay up to a maximum of $12,000 for 1995. The Company may, but
is not required to, contribute to the Plan an amount equal to a percentage
of each participant's voluntary after-tax contribution. For 1995, 1994
and 1993, the Company's contribution percentage was 50%. Annually, the
Board of Directors of the Company may authorize an additional contribution
to the Plan. Forfeitures are maintained within the Plan and used to
reduce the Company's matching contribution.
c. Investments
The Plan is limited to investing solely in the common stock of the Company
which is traded in the over-the-counter market, except that interim short-
term investments may be made pending purchase of the Company's stock.
Purchases and sales of the Company's stock are conducted by the Company's
principal subsidiary, First Albany Corporation, a registered broker-
dealer. Commissions are not charged on these transactions.
d. Vesting
A participant is 100 percent vested after seven years of credited
service. Participants' contributions and earnings thereon are fully
vested at all times.
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FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
e. Payment of Benefits
On termination of service, participants may receive payment, in
cash or shares, of their vested benefits in a lump-sum distribution
equal to the value of their accounts as of the valuation date, as
defined in the Plan.
2. Change in Accounting Principle
During 1993, the plan changed its method of accounting for liabilities
to former plan participants to conform with changes made in the AICPA
Audit and Accounting Guide for Audits of Employee Benefit Plan. Under
the prior method, a liability was recorded for amounts which had been
allocated to participants that had withdrawn from the plan. Beginning in
1993 such obligations no longer are recorded as a liability in the Plan's
financial statements, but remain classified as net assets available for
plan benefits until distribution. The Plan's Form 5500 (Annual
Return/Report of Employee Benefit Plan) still requires these amounts to
be reflected as a liability until the obligation is distributed. As of
December 31, 1995 and 1994, there were no obligations for participants
who had withdrawn from the Plan.
3. Significant Accounting Policies
The accounting records of the Plan are maintained on the accrual basis.
Investments are stated at par value, which is based upon quoted market
prices in the over-the-counter market.
The Plan presents, in the statements of changes in net assets, the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
4. Investments
The Plan's investment portfolio consists of the following as of
December 31, 1995 and 1994:
<TABLE>
<C> 1995 <C> <C> 1994 <C>
At Quoted At Quoted
Cost Fair Value Cost Fair Value
<S>
Common Stock:
First Albany
Companies Inc. $5,507,752 $10,324,240 $4,471,954 $6,053,112
</TABLE>
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FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
The number of shares of First Albany Companies Inc. common stock as of
December 31, 1995 and 1994 was 1,032,424 and 834,912 respectively. The
realized net gain based on average costs was $131,269, $64,092 and
$75,669 for the years ended December 31, 1995, 1994 and 1993,
respectively.
The Plan's investment portfolio is subject to daily market price
fluctuations. Since the entire investment portfolio consists of the
Company's common stock, the Plan's portfolio may be exposed to risk in
the event of a decline in the market value of the Company's stock.
5. Forfeitures
The Company applied forfeitures of $11,337, $13,719 and $21,866 to
reduce its matching contribution to the Plan during 1995, 1994 and 1993,
respectively.
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contribution at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, the account of each participant shall become fully
vested and be distributed.
7. Tax Status
The Plan is not subject to federal income taxes. The Internal Revenue
Service has determined and informed the Company by a letter dated
February 26, 1993, that the Plan and related trust are designed in
accordance with applicable 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 designed and is
currently being operated in compliance with the applicable requirements
of the IRC.
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FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
<TABLE>
<CAPTION>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES*
December 31, 1995
<S> <C> <C>
Description Current
Cost Value
First Albany Companies Inc.:
Common stock ($0.01 - par value) $5,507,752 $10,324,240
* The supplemental schedule refers to item number 27(a) in Form 5500
(Annual Return/Report of Employee Benefit Plan).
</TABLE>
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FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
<TABLE>
<CAPTION>
ITEM 27d - SCHEDULE OF TRANSACTIONS IN EXCESS OF 5% OF THE
CURRENT VALUE OF PLAN ASSETS*
For The year Ended December 31, 1995
<C> <C> <C> <C> <C> <C>
(b) (c) (d) (g) (h) (i)
Current value
of asset on
Description of Purchase Selling Cost of transaction Net gain or
asset price price asset date (loss)
First Albany $1,328,318 $423,788 $292,519 $2,522,163 $131,269
Companies
(Common Stock)
* The supplemental schedule refers to item number 27(d) in Form 5500
(Annual Return/Report of Employee Benefit Plan).
</TABLE>
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EXHIBIT 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of First Albany Companies Inc. on Form S-8 (Registration Nos. 33-35166, 33-
15220 and 33-52153) of our report dated March 18, 1996, on our audits of
the statements of net assets available for plan benefits of First Albany
Companies Stock Bonus Plan as of December 31, 1995 and 1994, and the
statements of changes in net assets available for plan benefits for each of
the three years in the period ended December 31, 1995, which report is
included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Albany, New York
March 18, 1996
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