<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 11-K
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ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the six-month period ended December 31, 1993
DERBY SAVINGS BANK THRIFT PLAN
DS BANCOR, INC.
33 Elizabeth Street
Derby, CT 06418
<PAGE>
Item 1. CHANGES IN THE PLAN
- - ------- -------------------
On August 31, 1993, the Board of Directors of Derby Savings Bank
approved a plan amendment that authorized the transfer of Plan assets
from Connecticut General Life Insurance Company to Fleet Investment
Services, authorized the appointment of Fleet Financial Services as
investment manager and directed trustee, authorized participants to
invest their account balances in various investment options, and
provided that henceforth Derby Savings Bank matching and discretionary
contributions would be invested solely in the common stock of DS
Bancor, Inc., the holding company of which Derby Savings Bank is a
wholly-owned subsidiary.
Item 2. CHANGES IN INVESTMENT POLICY
- - ------- ----------------------------
Effective with the amendment noted in item 1 above, the investment
policy of the Plan was changed from investing in guaranteed investment
contracts of an insurance company to various investment options
provided by Fleet Financial Services and the common stock of DS
Bancor, Inc.
Item 3. CONTRIBUTIONS UNDER THE PLAN
- - ------- ----------------------------
For the six-month period ended December 31,1993 and the fiscal years
ended June 30, 1993, 1992, 1991 and 1990, the amount of employer
contributions under the Plan were $44,658; $60,105; $51,472; $42,722
and $39,479, respectively.
Item 4. PARTICIPATING EMPLOYEES
- - ------- ------------------------
At December 31, 1993, there were 167 Participants in the Plan.
Item 5. ADMINISTRATION OF THE PLAN
- - ------- --------------------------
The Plan is administered by a designated person of the Board of
Directors of Derby Savings Bank. The Plan's administrator has full
power and authority to administer the plan and delegate the
performance of such fiduciary and non-fiduciary responsibilities. The
current Plan administrator is as follows:
<PAGE>
Harry P. DiAdamo Jr. President - Derby
Savings Bank
The Plan's administrator received no compensation for services from
the Plan during the Plan's six-month period ended December 31, 1993.
Item 6. CUSTODIANS OF INVESTMENTS
- - ------- -------------------------
(a) Fleet Financial Services is the Plan's investment manager,
custodian of investments and directed trustee as of December 31,
1993. Fleet Financial Services is located at One Constitution
Plaza, Hartford, Ct 06115, and offers various financial services.
(b) Investment and administrative expenses aggregating $8,198 during
the six-month period ended December 31, 1993, were borne by Derby
Savings Bank.
(c) The Plan is insured by a fidelity bond against losses through
fraud or dishonesty for the maximum amount of $5,000,000 by the
Continental Casualty Co.
Item 7. REPORTS TO PARTICIPATING EMPLOYEES
- - ------- ----------------------------------
Participating employees receive a summary annual report and have the
right to obtain upon request a copy of the full annual report of the
Plan or any part thereof. Individual participant statements are also
provided on a quarterly basis.
Item 8. INVESTMENT OF FUNDS
- - ------- -------------------
Participants may direct their contributions in any one of the
following five investment options:
1) Galaxy Guaranteed Investment Contract Fund-
Funds are invested in guaranteed investment contracts issued by
major insurance companies.
2) Galaxy Intermediate Bond Fund-
Funds are invested in investment grade debt obligations issued or
guaranteed by the U.S. Government and money market instruments.
3) Galaxy Equity Value Fund-
<PAGE>
Funds are invested in a diverse portfolio of stocks and other
securities.
4) Galaxy International Fund-
Funds are invested in equity securities of foreign issuers.
5) DS Bancor,Inc. common stock
Item 9. FINANCIAL STATEMENTS AND SCHEDULES
- - ------- ----------------------------------
Page(s)
Financial Statements -------
Independent Auditor's Report F-1 - F-2
Statements of Net Assets Available for F-3
Plan Benefits as of December 31, 1993
and June 30, 1993
Statements of Changes in Net Assets F-4
Available for Plan Benefits for the
Six-Month Period Ended December 31, 1993
and Each of the Two Years in the Period
Ended June 30, 1993
Notes to Financial Statements F-5 - F-8
Supplemental Schedules:
Assets Held for Investment at F-9
December 31, 1993
Reportable Transactions for the F-10
Six-Month Period Ended December 31, 1993
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Administrator of the
Derby Savings Bank Thrift Plan
Derby, Connecticut
We have audited the accompanying statements of net assets available for
plan benefits of the Derby Savings Bank Thrift Plan as of December 31, 1993
(Note 5) and June 30, 1993, and the related statement of changes in net
assets available for plan benefits for the six-month period ended December
31, 1993 and for each of the two years in the period ended June 30, 1993.
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 the Plan 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
Derby Savings Bank Thrift Plan as of December 31, 1993 and June 30, 1993,
and the changes in net assets available for plan benefits for the six-month
period ended December 31, 1993 and for each of the two years in the period
ended June 30, 1993, in conformity with generally accepted accounting
principles.
F-1
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The Administrator of the
Derby Savings Bank Thrift Plan
Page Two
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment and reportable transactions as of and for the
six-month period ended December 31, 1993 are presented for purposes of
complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 and are not a required part of the basic financial statements.
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.
FRIEDBERG, SMITH & CO., P.C.
Bridgeport, Connecticut
July 11, 1994
F-2
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DERBY SAVINGS BANK THRIFT PLAN EXHIBIT A
------------------------------
STATEMENTS OF
NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 AND JUNE 30, 1993
--------------------------------------
(Note 5)
<TABLE>
<CAPTION>
December 31, June 30,
A S S E T S 1993 1993
- - ----------- ------------ --------
<S> <C> <C>
INVESTMENTS (NOTES 1, 2 AND 3)
AT FAIR VALUE:
Fleet Short-Term Investment Fund $ 963,691 $ -
Galaxy Guaranteed Investment
Contract Pooled Fund 49,811 -
Galaxy Intermediate Bond Fund 272,470 -
Galaxy Equity Value Fund 414,707 -
Galaxy International Equity Fund 129,586 -
---------- -------
1,830,265 -
AT CONTRACT VALUE:
Connecticut General Life Insurance
Company Contract GA #31368-000 - 1,655,745
---------- ---------
Total Investments 1,830,265 1,655,745
---------- ---------
OTHER (NOTES 1 and 2)
Employee Loans Receivable 61,589 30,782
Employer's Contributions Receivable 12,645 -
Participant's Contributions Receivable 33,474 -
Accrued Income Receivable 2,410 -
Cash 2,218 -
---------- ---------
Total Other 112,336 30,782
---------- -------
TOTAL ASSETS 1,942,601 1,686,527
LIABILITIES - -
---------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,942,601 $1,686,527
---------- ---------
(Note 4)
</TABLE>
See notes to financial statements.
F-3
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN EXHIBIT B
STATEMENT OF
CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
SIX-MONTH PERIOD ENDED DECEMBER 31, 1993
AND YEARS ENDED JUNE 30, 1993 AND 1992
-------------------------------------------------
(Notes 1, 2 and 5)
<TABLE>
<CAPTION>
Six-Month Years Ended
Period Ended June 30,
December 31,
1993 1993 1992
ADDITIONS TO NET ASSETS: ------ ---- ----
<S> <C> <C> <C>
INVESTMENT INCOME:
Net Depreciation in Fair
Value of Investments $ (3,078) $ - $ -
Interest - Investments 52,824 100,788 94,379
Interest - Loans 2,053 3,359 2,122
----------- --------- ---------
51,799 104,147 96,501
CONTRIBUTIONS:
Employer 44,658 60,105 51,472
Participants 164,695 222,933 182,978
----------- --------- ---------
Total Additions 261,152 387,185 330,951
DEDUCTIONS FROM NET ASSETS:
Benefits Paid to Participants (5,078) (30,821) (64,905)
----------- --------- ---------
Net Increase (Note 4) 256,074 356,364 266,046
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 1,686,527 1,330,163 1,064,117
----------- --------- ---------
End of Year $1,942,601 $1,686,527 $1,330,163
----------- --------- ---------
</TABLE>
See notes to financial statements.
F-4
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND JUNE 30, 1993
-----------------------------------
NOTE 1 - PLAN DESCRIPTION
The following brief description of the Derby Savings Bank Thrift Plan
(Plan) is provided for general information purposes only. Participants
should refer to the Plan agreement for more complete information. The
Plan, as amended, became effective on January 1, 1985.
The Plan is a defined contribution plan covering substantially all
full-time employees of Derby Savings Bank (Bank) who have one-half year of
eligible service and are age eighteen or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Each year participants may contribute up to 10 percent of pre-tax annual
compensation, as defined in the Plan. The Bank matches contributions in an
amount equal to 50 percent of a participant's contributions, subject to
certain limitations as defined in the Plan. Additionally, the Bank can
make discretionary contributions at the option of the Bank's Board of
Directors. Effective August 31, 1993 (Note 5) all Bank contributions, both
matching and discretionary, are to be invested in DS Bancor, Inc.
(DS Bancor) common stock. The Bank is a wholly owned subsidiary of DS
Bancor.
Participants' accounts are credited with their contributions, plus
allocated Bank contributions and Plan earnings. Bank contributions are
allocated based on the ratio that each qualifying participant's
compensation for the plan year bears to the total compensation of all
qualifying participants. Plan earnings are allocated based on a
participant's account balance in various investments and their respective
earnings. All administrative expenses of the Plan are paid and borne by
the Bank.
Participants are immediately 100 percent vested in their contributions and
in any Bank matching and discretionary contributions, plus actual earnings
thereon.
F-5
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND JUNE 30, 1993
-----------------------------------
NOTE 1 - PLAN DESCRIPTION (continued)
Effective with the August 31, 1993 amendment, participants may direct
their contributions in any of the following five investment options:
1. Galaxy Guaranteed Investment Contract Fund -
Funds are invested in guaranteed investment
contracts issued by major insurance companies.
2. Galaxy Intermediate Bond Fund -
Funds are invested in investment grade debt
obligations issued or guaranteed by the U.S.
Government and money market instruments.
3. Galaxy Equity Value Fund -
Funds are invested in a diverse portfolio of
stocks and other securities.
4. Galaxy International Equity Fund -
Funds are invested in equity securities of
foreign issuers.
5. DS Bancor Common Stock -
Funds are invested in common stock of DS Bancor.
Participants may change their investment options quarterly.
Participants may borrow against their account balances. Loan amounts
can be a minimum of $1,000 to a maximum of the lesser of $50,000 or 50
percent of a participant's account balance. Loan terms range to a
maximum of 10 years if loan funds are used to purchase a participant's
primary residence. Loan funds used for any other purpose have a
maximum term of 5 years. The loans are secured by a participant's
account balance and bear interest at a fixed rate equal to 400 basis
points above the Bank's rate offered on certificates of deposit at the
time of the loan. Principal and interest are repaid ratably through
biweekly payroll deductions.
Upon termination of service due to death, disability or retirement at
age 65, participants may elect to receive a lump-sum amount equal to
the value of their account balance or installment payments in
accordance with the Plan. For terminations of service due to other
reasons, participants may receive the value of their account balance
as a lump sum distribution.
F-6
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND JUNE 30, 1993
-----------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) The accompanying financial statements and schedules have been
prepared in conformity with the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 (ERISA). The financial
statements are presented on the accrual basis of accounting.
(b) The Plan's investments at December 31, 1993 and June 30, 1993 are
stated at fair value which is based on quoted market prices
except for investment in Connecticut General Life Insurance
contract which is valued at contract value. Net appreciation or
depreciation on investments is recorded in the Statement of
Changes in Net Assets Available for Plan Benefits.
(c) Discretionary contributions are recorded in the year and in the
amount authorized by the Bank's Board of Directors. Matching
contributions and contributions from participants are recorded in
the year in which the participant's contributions are withheld.
(d) Benefits are recorded when paid.
NOTE 3 - INVESTMENTS
In October 1993, the Plan entered into an agreement with Fleet Investment
Services (Fleet) to act as investment manager and as directed trustee.
Pursuant to the agreement, the assets of the Plan were transferred to
Fleet and invested in various investment options as directed by
participants (Notes 1 and 5).
Prior to the agreement, Plan investments were maintained by Connecticut
General Life Insurance Company (CGLIC) and invested in a guaranteed
investment contract with CGLIC (Note 5).
F-7
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DERBY SAVINGS BANK THRIFT PLAN
------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND JUNE 30, 1993
-----------------------------------
NOTE 4 - TAX STATUS
The Plan is currently requesting an updated determination letter from the
Internal Revenue Service under which the Plan would continue to qualify for
exemption from federal income taxes.
NOTE 5 - PLAN AMENDMENT
Effective August 31, 1993, the Bank's Board of Directors approved a plan
amendment that authorized the transfer of plan assets from CGLIC to Fleet
and appointed Fleet as investment manager and directed trustee. The
amendment authorized participants to invest their account balances in
various investment options, including DS Bancor common stock, and also
provided that henceforth Bank matching and discretionary contributions
would be invested solely in shares of DS Bancor common stock.
Contemporaneously with the transfer of the Plan's assets to Fleet, the
Plan's fiscal year-end was changed from June 30 to December 31. As a
result, the accompanying Statements of Net Assets Available for Plan
Benefits reflect balances at those dates and the Statement of Changes in
Net Assets Available for Plan Benefits reflects activity during the
six-month short period necessary to affect the change in plan year-end.
No shares of DS Bancor common stock were acquired or sold during the period
July 1, 1993 through December 31, 1993.
F-8
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 1
------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
------------------
Investments, including investments that are 5% or more of the Plan's net assets,
are as follows at December 31, 1993:
<TABLE>
<CAPTION>
Unit Fair
Shares Value
------- ------
<S> <C> <C>
Fleet Short-Term Investment Fund 963,691.00 $ 963,691
Galaxy Guaranteed Investment Contract
Pooled Fund 4,981.13 49,811
Galaxy Intermediate Bond Fund 25,851.08 272,470
Galaxy Equity Value Fund 32,298.02 414,707
Galaxy International Equity Fund 10,147.68 129,586
----------
$1,830,265
----------
</TABLE>
F-9
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 2
SCHEDULE OF REPORTABLE TRANSACTIONS
SIX-MONTH PERIOD ENDED DECEMBER 31, 1993
----------------------------------------
<TABLE>
<CAPTION>
Sale/Purchase Carrying
Price Basis Gain (Loss)
------------- -------- -----------
<S> <C> <C> <C>
Purchase - Connecticut
General Life Insurance
Contract GA #31368-000 $ 81,730 $ 81,730 $ -
Sale - Connecticut
General Life Insurance
Contract GA #31368-000 1,785,510 1,785,510 -
Purchase - Fleet Short-Term
Investment Fund -
1,878,687 Units 1,878,687 1,878,687 -
Sale - Fleet Short-Term
Investment Fund -
914,995 Units 914,995 914,995 -
Purchase - Galaxy
Intermediate Bond Fund -
25,851.08 Units 273,495 272,470 (1,025)
Purchase - Galaxy Equity
Value Fund -
32,298.02 Units 416,842 414,707 (2,135)
Purchase - Galaxy
International Equity Fund -
10,147.68 Units 129,504 129,586 82
---------- ---------- --------
$5,480,763 $5,477,685 ($3,078)
---------- ---------- --------
</TABLE>
F-10
<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.
DERBY SAVINGS BANK THRIFT PLAN
By: /s/ Harry P. DiAdamo, Jr.
Harry P. DiAdamo, Jr. Plan Administrator
Dated: July 14, 1994
