<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
Year Ended December 31, 1994
DERBY SAVINGS BANK THRIFT PLAN
DS BANCOR, INC.
33 Elizabeth Street
Derby, CT 06418
<PAGE>
ITEM 1. CHANGES IN THE PLAN - NONE
ITEM 2. CHANGES IN INVESTMENT POLICY - NONE
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
For the year ended December 31, 1994, the six-month period ended
December 31, 1993 and the fiscal years ended June 30, 1993, 1992 and
1991, the amount of employer contributions under the Plan were
$88,266; $44,658; $60,105; $51,472; and $42,722, respectively.
ITEM 4. PARTICIPATING EMPLOYEES
At December 31, 1994, there were 179 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:
Harry P. DiAdamo Jr. President -
Derby Savings Bank
The Plan's administrator received no compensation for services from
the Plan during the Plan's year ended December 31, 1994.
-1-
<PAGE>
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,
1994. Fleet Financial Services is located at One Constitution
Plaza, Hartford, Ct 06115, and offers various financial services.
(b) Investment and administrative expenses aggregating $10,010 during
the year ended December 31, 1994, 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 into any one of the
following five investment options:
1) Fleet Stable Asset Fund - Funds are invested in guaranteed
investment contracts issued by highly rated life insurance
companies.
2) Galaxy Intermediate Bond Fund - Funds are invested in investment
grade debt obligations, rated within the three highest categories
of Standard's and Poor's or Moody's and 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.
-2-
<PAGE>
ITEM 8. INVESTMENT OF FUNDS (CONTINUED)
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)
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Financial Statements
Independent Auditor's Report F-1 - F-2
Statements of Net Assets Available for F-3
Plan Benefits as of December 31, 1994
and 1993
Statements of Changes in Net Assets F-4
Available for Plan Benefits for the
Year Ended December 31, 1994, the
Six-Month Period Ended
December 31, 1993
and the Year Ended June 30, 1993
Notes to Financial Statements F-5 - F-8
Supplemental Schedules:
Assets Held for Investment at F-9
December 31, 1994 and 1993
Reportable Transactions for the F-10
Year Ended December 31, 1994
and the Six-Month Period Ended
December 31, 1993
-3-
<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: June 19, 1995
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DERBY SAVINGS BANK THRIFT PLAN
YEAR ENDED DECEMBER 31, 1994
FRIEDBERG, SMITH & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
CONTENTS
Independent Auditor's Report
FINANCIAL STATEMENTS
Statements of net assets available
for plan benefits.......................................Exhibit A
Statements of changes in net assets
available for plan benefits.............................Exhibit B
Notes to financial statements
SUPPLEMENTAL SCHEDULES
Assets held for investment................................Schedule 1
Reportable transactions...................................Schedule 2
<PAGE>
[FRIEDBERG, SMITH & CO., P.C. - LETTERHEAD]
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, 1994 and 1993,
and the related statements of changes in net assets available for plan benefits
for the year ended December 31, 1994, the six-month period ended December 31,
1993 and the year ended June 30, 1993 (Note 5). 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's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
F-1
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The Administrator of the
Derby Savings Bank Thrift Plan
Page Two
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, 1994 and 1993, and the changes in
its net assets available for plan benefits for the year ended December 31, 1994,
the six-month period ended December 31, 1993 and the year ended June 30, 1993,
in conformity with generally accepted accounting principles.
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 as of December 31, 1994 and 1993 and reportable transactions
for the year ended December 31, 1994 and the six months 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.
/s/ Friedberg, Smith & Co., P.C.
FRIEDBERG, SMITH & CO., P.C.
Bridgeport, Connecticut
June 19, 1995
F-2
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DERBY SAVINGS BANK THRIFT PLAN EXHIBIT A
STATEMENTS OF
NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994 AND 1993
(Note 5)
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
A S S E T S
INVESTMENTS (NOTES 1, 2 AND 3)
AT FAIR VALUE:
Fleet Short-Term Investment Fund $ - $ 963,691
Fleet Stable Asset Fund 1,190,594 49,811
Galaxy Intermediate Bond Fund 238,820 272,470
Galaxy Equity Value Fund 414,214 414,707
Galaxy International Equity Fund 257,576 129,586
DS Bancor Common Stock 193,908 -
---------- ---------
2,295,112 1,830,265
---------- ---------
OTHER (NOTES 1 AND 2)
Employee Loans Receivable 72,204 61,589
Employer's Contributions Receivable 11,628 12,645
Participant's Contributions Receivable 34,649 33,474
Accrued Income Receivable 7,619 2,410
Cash 28 2,218
---------- ---------
Total Other 126,128 112,336
---------- ---------
TOTAL ASSETS 2,421,240 1,942,601
LIABILITIES 10,679 -
---------- ---------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS (Note 4) $2,410,561 $1,942,601
---------- ---------
---------- ---------
</TABLE>
See notes to financial statements.
F-3
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DERBY SAVINGS BANK THRIFT PLAN EXHIBIT B
STATEMENTS OF
CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1994,
SIX-MONTH PERIOD ENDED DECEMBER 31, 1993
AND YEAR ENDED JUNE 30, 1993
(Notes 1, 2 and 5)
<TABLE>
<CAPTION>
Six-Month Year
Year Ended Period Ended Ended
December 31, December 31, June 30,
1994 1993 1993
------------ ------------ ----------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS:
NET INVESTMENT INCOME (LOSS):
Net Depreciation in Fair
Value of Investments $ (94,536) $ (3,078) $ -
Interest and Dividends -
Investments 127,042 52,824 100,788
Interest - Loans 4,997 2,053 3,359
Net Realized Losses -
Investments (6,289) - -
---------- ---------- ----------
31,214 51,799 104,147
CONTRIBUTIONS:
Employer 88,266 44,658 60,105
Participants 416,565 164,695 222,933
---------- ---------- ----------
Total Additions 536,045 261,152 387,185
DEDUCTIONS FROM NET ASSETS:
Benefits Paid to Participants (68,085) (5,078) (30,821)
---------- ---------- ----------
Net Increase (Note 4) 467,960 256,074 356,364
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Period 1,942,601 1,686,527 1,330,163
---------- ---------- ----------
End of Period $2,410,561 $1,942,601 $1,686,527
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See notes to financial statements.
F-4
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 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 and its subsidiaries (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, 1994 AND 1993
NOTE 1 - PLAN DESCRIPTION (CONTINUED)
Participants may direct their contributions in any of the following
five investment options:
1. Fleet Stable Asset Fund -
Funds are invested in guaranteed investment contracts issued by
highly rated life insurance companies.
2. Galaxy Intermediate Bond Fund -
Funds are invested in investment grade debt obligations rated
within the three highest categories of Standard and Poor's or
Moody's and 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.
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
F-6
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
NOTE 1 - PLAN DESCRIPTION (CONTINUED)
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.
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, 1994 and 1993 are stated
at fair value which is based on quoted market prices. Net
appreciation or depreciation on investments is recorded in the
Statements 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.
F-7
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(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 agree-
ment, 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).
During the year ended December 31, 1994, the Plan purchased
common stock of DS Bancor (Note 1) aggregating 9,812 shares
at a cost of $254,552, and sold 1,097 shares for proceeds
aggregating $31,377. No purchases or sales occurred during
the six-month period ended December 31, 1993.
NOTE 4 - TAX STATUS
The Plan has received a favorable determination letter from
the Internal Revenue Service, which qualifies the Plan for
favorable tax treatment under Sections 401(k) and 401(a) of
the Internal Revenue Code and therefore, is exempt from
federal income taxes under provisions of Section 501(a).
F-8
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
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
Changes in Net Assets Available for Plan Benefits reflects
activity during the year ended December 31, 1994, the
six-month short period ended December 31, 1993 necessary to
affect the change in plan year-end, and the year ended June
30, 1993.
F-9
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 1
Page 1 of 2
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1994
Investments, including investments that are 5% or more of the Plan's net assets,
are as follows at December 31, 1994:
<TABLE>
<CAPTION>
Unit Fair
Shares Value
------ -----
<S> <C> <C>
Fleet Stable Asset Fund 119,059.40 $1,190,594
Galaxy Intermediate Bond Fund 24,928.94 238,820
Galaxy Equity Value Fund 34,895.88 414,214
Galaxy International Equity Fund 21,009.38 257,576
DS Bancor Common Stock 8,715.00 193,908
----------
$2,295,112
----------
----------
</TABLE>
F-10
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 1
Page 2 of 2
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-11
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 2
Page 1 of 2
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Sale/Purchase Carrying
Price Basis Gain/(Loss)
------------- -------- ---------
<S> <C> <C> <C>
Purchase - Fleet Short-Term
Investment Fund -
821,168 Units $ 821,168 $ 821,168 $ -
Sale - Fleet Short-Term
Investment Fund -
1,784,861 Units 1,784,861 1,784,861 -
Purchase - Fleet Stable
Asset Fund -
132,769.55 Units 1,327,695 1,327,695 -
Sale - Fleet Stable
Asset Fund -
18,691.28 Units 186,913 186,913 -
Sale - Galaxy Intermediate
Bond Fund -
9,898.11 Units 97,309 103,228 (6,618)
Purchase - Galaxy Equity
Value Fund -
12,680.55 Units 160,741 150,518 (10,223)
Sale - Galaxy Equity
Value Fund -
54,018.55 Units 127,662 130,228 (2,566)
Purchase - Galaxy
International Equity Fund -
11,366.43 Units 145,966 139,352 (6,614)
Purchase - DS Bancor
Common Stock -
9,812 Shares 254,552 220,770 (33,782)
---------- ----------- --------
Total $4,906,867 $4,864,733 ($59,803)
---------- ----------- --------
---------- ----------- --------
</TABLE>
F-12
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 2
Page 2 of 2
SCHEDULE OF REPORTABLE TRANSACTIONS
SIX MONTHS 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-13
