DERBY SAVINGS BANK
THRIFT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996, 1995 AND 1994
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<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, 1996
Commission File Number 0-15213
DERBY SAVINGS BANK THRIFT PLAN
WEBSTER FINANCIAL CORPORATION
WEBSTER PLAZA
WATERBURY, CT 06720
(203) 753-2921
<PAGE>
Item 1. CHANGES IN THE PLAN
-------------------
The Derby Savings Bank Thrift Plan (the "Plan") revised its adoption
agreement in March 1995 to comply with IRS regulations. The Basic Plan
Document prototype was changed from the Fleet Bank prototype to the
Universal Pensions prototype. An IRS determination letter dated April
4, 1995 was received to confirm approval of the change.
The Plan and its net assets were merged on April 1, 1997 into the
Webster Bank Employee Investment Plan, the 401(k) plan of Webster Bank,
Waterbury, Connecticut, as a result of the merger of the sponsors of
the plans. See Note 7 to the financial statements.
Item 2. CHANGES IN INVESTMENT POLICY None
----------------------------
Item 3. CONTRIBUTIONS UNDER THE PLAN
----------------------------
For the years ended December 31, 1996, 1995 and 1994, the six-month
period ended December 31, 1993 and the fiscal year ended June 30, 1993,
the amount of employer contributions under the Plan were: $97,033;
$84,510; $88,266; $44,658 and $60,105, respectively.
Item 4. PARTICIPATING EMPLOYEES
-----------------------
At December 31, 1996, there were 193 participants in the Plan.
The number of participants in each investment program at December 31,
1996 was as follows:
Fleet Stable Assets Fund 108
Galaxy Intermediate
Government Income Bond Fund 72
Galaxy Equity Value Fund 139
Galaxy International Equity Fund 85
INVESCO Industrial Income Fund 51
DS Bancor, Inc. Common Stock Fund 191
-1-
<PAGE>
Item 5. ADMINISTRATION OF THE PLAN
--------------------------
Through January 31, 1997 (see Item 1), the Plan was 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 Plan Administrator during the year ended December
31, 1996 was as follows:
Harry P. DiAdamo Jr. President, CEO & Treasurer
Derby Savings Bank
Mr. DiAdamo received no compensation for services from the Plan during
the Plan's year ended December 31, 1996.
The current Plan Adminstrators are three members of the Webster Bank
Retirement Plan Committee (the "Committee") which were appointed by
that Committee. Committee members are selected by Webster's Board of
Directors. The three appointees have full power and authority to
administer the Plan and to interpret its provisions. The present Plan
Administrators are as follows:
James C. Smith Chairman and CEO
Lee A. Gagnon Executive Vice President,
COO and Secretary
Renee P. Seefried Senior Vice President,
Human Resources
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, 1996. Fleet Financial Services is located
at One Constitution Plaza, Hartford, CT 06115, and offers
various financial services.
(b) Investment and administrative expenses aggregating
$12,680, $17,703, and $10,010 during the years ended
December 31, 1996, 1995 and 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 CNA Insurance Companies, Continental
Casualty Co., Chicago, Illinois.
-2-
<PAGE>
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 six investment options:
1) Fleet Stable Asset Fund - Funds are invested in
guaranteed investment contracts issued by highly
rated life insurance companies.
2) Galaxy Intermediate Government Income Bond Fund -
Funds are invested in investment grade debt
obligations, issued or guaranteed by the U.S.
Government, or money market instruments, that are
rated within the three highest categories of Standard
& Poor's or Moody's.
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) INVESCO Industrial Income Fund - Funds are invested
in common and preferred stocks and convertible bonds
which will provide a relatively high yield and,
secondarily, capital appreciation.
6) DS Bancor,Inc. Common Stock Fund.
-3-
<PAGE>
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, 1996
and 1995
Statements of Changes in Net Assets F-4
Available for Plan Benefits for the
Years Ended December 31, 1996, 1995
and 1994
Notes to Financial Statements F-5 - F-11
Supplemental Schedules:
Assets Held for Investment at F-12 - F-13
December 31, 1996 and 1995
Reportable Transactions for the F-14 - F-15
Years Ended December 31, 1996
and 1995
Non-Exempt Transactions of Parties- F-16
in-Interest for the Years Ended
December 31, 1996 and 1995
Schedule of the Allocation of Plan F-17 - F-18
Assets and Liabilities to Investment
Programs as of December 31, 1996 and
1995
Schedule of Plan Income and Changes F-19 - F-21
in Equity in Investment Programs for
the Years Ended December 31, 1996,
1995 and 1994
-4-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrative committee of the Plan has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
DERBY SAVINGS BANK THRIFT PLAN
Date: June 27, 1997 By: /s/ James C. Smith
-------------------------------
James C. Smith
Executive Member of the
Retirement Plan Committee
Date: June 27, 1997 By: /s/ Renee P. Seefried
-------------------------------
Renee P. Seefried
Member of the Retirement
Plan Committee
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
==============================
YEAR ENDED DECEMBER 31, 1996
<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
Non-exempt transactions of parties-in-interest............Schedule 3
Allocation of plan assets and
liabilities to investment programs.....................Schedule 4
Plan income and changes in equity
in investment programs.................................Schedule 5
<PAGE>
<TABLE>
<CAPTION>
FRIEDBERG, SMITH & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
<S> <C> <C>
HENRY L. KATZ, C.P.A. 855 MAIN STREET MILTON H. FRIEDBERG, C.P.A., 1922-1955
CLAYTON A. FRIEDBERG, C.P.A. BRIDGEPORT, CONN. 06604 HARRY W. BABINEAU, C.P.A., 1939-1960
MURRAY R. GLASS, C.P.A. FREDERICK R. NEWPORT, C.P.A., 1942-1966
LOUIS G. STRASSER, C.P.A. PHONE (203) 366-5876 GEORGE W. MEDER, C.P.A., 1926-1967
DAVID M. ZIEFF, C.P.A. FAX (203) 366-1924 JOSEPH Y. SMITH, C.P.A., 1967-1985
LARRY M. HEILWEIL, C.P.A. _________________
JOSEPH F. KUBIK,C.P.A. MEMBERS
THOMAS R. DURAND, C.P.A. 1250 SUMMER STREET AMERICAN INSTITUTE OF
ROBERT J. SCHLESS, C.P.A. STAMFORD, CONN. 06905 CERTIFIED PUBLIC ACCOUNTANTS
EDWARD BACKER, C.P.A.
JOSEPH ROSENMAN, C.P.A. PHONE (203) 359-1100 CONNECTICUT SOCIETY OF
JOHN P. McCARTHY, C.P.A. FAX (203) 359-8145 CERTIFIED PUBLIC ACCOUNTANTS
RICHARD P. OFFENBACH, C.P.A.
CIRO J. PIRONE, C.P.A.
WILLIAM H. VAN ALSTYNE, C.P.A.
</TABLE>
Independent Auditor's Report
----------------------------
The Plan Administrators of the
Derby Savings Bank Thrift Plan
Waterbury, 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, 1996 and 1995,
and the related statements of changes in net assets available for plan benefits
for each of the years in the three-year period ended December 31, 1996. 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
<PAGE>
The Plan Administrators 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, 1996 and 1995, and the changes in
its net assets available for plan benefits for each of the years in the
three-year period ended December 31, 1996, in conformity with generally accepted
accounting principles.
As discussed in Note 7 to the accompanying financial statements, the Plan and
its net assets were merged on April 1, 1997 into the Webster Bank Employee
Investment Plan, the 401(k) plan of Webster Bank.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules 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
June 16, 1997
F-2
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN EXHIBIT A
==============================
STATEMENTS OF
NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996 AND 1995
---------------------------------------
A S S E T S 1996 1995
- ----------- ---- ----
Investments (Notes 1, 2, 3 and 6)
At Fair Value:
--------------
Fleet Stable Asset Fund $1,095,832 $1,034,229
Galaxy Intermediate
Government Income Bond Fund 275,590 253,999
Galaxy Equity Value Fund 996,086 654,664
Galaxy International Equity Fund 322,466 292,361
DS Bancor, Inc. Common Stock Fund 671,509 353,634
INVESCO Industrial Income Fund 233,935 90,495
--------- ---------
3,595,418 2,679,382
--------- ---------
Other (Notes 1, 2 and 6):
- -------------------------
Participants' Loans Receivable 145,039 121,305
Participants' Loan Payments
Due from Employer 6,836 6,073
Employer's Contributions Receivable 8,940 13,149
Participants' Contributions Receivable 28,318 44,216
Accrued Income Receivable 7,086 9,351
Short-Term Investment Fund 35,779 9,663
Cash, Non-Interest Bearing 9,067 61
--------- ---------
Total Other 241,065 203,818
--------- ---------
TOTAL ASSETS 3,836,483 2,883,200
LIABILITIES - -
- ----------- --------- ---------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS (Notes 4, 5 and 7) $3,836,483 $2,883,200
========= =========
See notes to financial statements.
F-3
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN EXHIBIT B
==============================
STATEMENTS OF
CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
--------------------------------------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1996 1995 1994
----------- ----------- -----------
Additions to Net Assets:
Net Investment Income
(Loss) (Notes 2 and 3):
-----------------------
Net Appreciation
(Depreciation) in Fair
Value of Investments $ 225,741 $ 168,441 $ (94,536)
Interest and Dividends -
Investments 250,447 163,349 127,042
Interest - Loans 15,009 8,645 4,997
Net Realized Gains
(Losses) - Investments 47,888 11,042 (6,289)
--------- --------- ---------
539,085 351,477 31,214
Contributions (Note 3):
-----------------------
Employer 97,033 84,510 88,266
Participants 405,506 345,017 371,277
Rollover - 53,680 45,288
--------- --------- ---------
Total Additions 1,041,624 834,684 536,045
Deductions from Net Assets:
- ---------------------------
Benefits Paid
to Participants (88,341) (362,045) (68,085)
--------- --------- ---------
Net Increase (Note 4) 953,283 472,639 467,960
Net Assets Available for Benefits:
- ----------------------------------
Beginning of Period 2,883,200 2,410,561 1,942,601
--------- --------- ---------
End of Period $3,836,483 $2,883,200 $2,410,561
========= ========= =========
See notes to financial statements.
F-4
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
==============================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
--------------------------
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, 1996 AND 1995
--------------------------
NOTE 1 - PLAN DESCRIPTION (continued)
----------------------------
Participants may direct their contributions in any of the following six
investment options:
1. Fleet Stable Asset Fund - Funds are invested in guaranteed
investment contracts issued by highly rated life insurance
companies.
2. Galaxy Intermediate Government Income Bond Fund - Funds are
invested in investment grade debt obligations rated within the
three highest categories of Standard & 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. INVESCO Industrial Income Fund - Funds are invested in common and
preferred stocks and convertible bonds which will provide a
relatively high yield and, secondarily, capital appreciation.
6. DS Bancor Common Stock - Funds are invested in common stock of DS
Bancor.
Participants may change their investment options daily effective April
1, 1995. Prior to the Plan's change to daily valuation, participants
could change their investment options on a quarterly basis.
F-6
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
==============================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
--------------------------
NOTE 1 - PLAN DESCRIPTION (continued)
----------------------------
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 100 basis points
above Fleet Bank's Prime rate at the time the loan is originated.
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, 1996 and 1995 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.
F-7
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
==============================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
--------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
------------------------------------------------------
(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.
(e) Cash and Cash Equivalents - The Fleet short-term investment fund
is a money market fund whose units are cash equivalents but are
not insured.
(f) The average cost method is used for determining the cost of
investments sold.
(g) Investment and administrative expenses are borne by the sponsor
and therefore are not reflected in the Plan's financial
statements.
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).
During the years ended December 31, 1996, 1995 and 1994, the Plan
purchased common stock of DS Bancor (Note 1) aggregating 6,761, 5,636
and 9,812 shares at a cost of $226,780, $143,012 and $254,552,
respectively, and sold 4,350, 1,206 and 1,097 shares for proceeds
aggregating $141,754, $29,961 and $31,377, respectively. The cost of
the stock sold was $109,105, $29,775 and $28,331, respectively. 1,115
shares were acquired through two 5% stock dividends and 392 shares were
distributed as a part of employee terminations during 1995.
F-8
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
==============================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
--------------------------
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).
NOTE 5 - PLAN AMENDMENTS
---------------
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.
The Plan revised its Adoption Agreement in March 1995 to comply with
IRS regulations. The Basic Plan Document prototype was changed from the
Fleet Bank prototype to the Universal Pensions prototype. An IRS
determination letter dated April 4, 1995 was received to confirm
approval of the change.
F-9
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
===============================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
--------------------------
NOTE 6 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------------------------
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is
practicable to estimate that value:
Cash and Cash Equivalents
-------------------------
The carrying amount of the short-term investment fund is equivalent to
its fair value.
Investments
-----------
The fair values of investments are based on quoted market prices.
Participants' Loans Receivable
------------------------------
The carrying amount of the participant loans is estimated to
approximate their fair value as the loans provide for offset of the
loan principal balance against the fair value of participant's
investment if a participant is terminated. The loan terms include fixed
interest equivalent to the prime rate plus 1% at the time of
origination and maximum maturities of 5 to 10 years.
Accrued Income Receivable
-------------------------
The carrying amount approximates fair value.
Contributions Receivable
------------------------
The carrying amount approximates fair value.
F-10
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
==============================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
--------------------------
NOTE 7 - SUBSEQUENT EVENTS
-----------------
On January 31, 1997, DS Bancor, Inc. (DS Bancor), parent company of
Derby Savings Bank, was merged into Webster Financial Corporation
(Webster), and Derby Savings Bank was merged into Webster Bank, a
subsidiary of Webster, in accordance with an Agreement and Plan of
Merger which was approved on January 30, 1997 by stockholders of both
DS Bancor and Webster.
As part of the merger, Webster Bank has merged the Plan and its assets
into its own 401(k) plan effective April 1, 1997.
The accompanying financial statements reflect the Plan's net assets
without considering the effects on its net assets, if any, of the above
noted mergers. The corporate merger and plan merger could affect the
realization of assets and liquidation of liabilities as reflected at
December 31, 1996, and therefore, the accompanying financial statements
should be read considering the corporate and plan mergers and the
effects they could have on the Plan's net assets.
NOTE 8 - RECLASSIFICATION
----------------
Certain 1995 balances have been reclassified to conform to the 1996
presentation.
F-11
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 1
==============================
Page 1 of 2
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1996
--------------------------------------
Investments, including investments that are 5% or more of the Plan's net assets,
are as follows at December 31, 1996:
Units/ Fair
Shares Value Cost
---------- ---------- ----------
Fleet Stable Asset Fund 109,583.22 $1,095,832 $1,095,832
Galaxy Intermediate Government
Income Bond Fund 27,476.58 275,590 282,941
Galaxy Equity Value Fund 67,577.04 996,086 942,885
Galaxy International Equity Fund 23,401.01 322,466 308,229
DS Bancor, Inc. Common Stock Fund 16,279.00 671,509 447,491
INVESCO Industrial Income Fund 17,380.04 233,935 221,471
--------- ---------
Total $3,595,418 $3,298,849
========= =========
F-12
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 1
==============================
Page 2 of 2
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1995
--------------------------------------
Investments, including investments that are 5% or more of the Plan's net assets,
are as follows at December 31, 1995:
Units/ Fair
Shares Value Cost
---------- ---------- ----------
Fleet Stable Asset Fund 103,422.88 $1,034,229 $1,034,229
Galaxy Intermediate Government
Income Bond Fund 24,352.74 253,999 252,404
Galaxy Equity Value Fund 47,370.76 654,664 625,358
Galaxy International Equity Fund 22,048.36 292,361 281,131
DS Bancor, Inc. Common Stock Fund 13,868.00 353,634 329,816
INVESCO Industrial Income Fund 7,114.35 90,495 85,616
--------- ---------
Total $2,679,382 $2,608,554
========= =========
F-13
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 2
==============================
Page 1 of 2
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
-----------------------------------
Carrying
Basis at
Sale/Purchase Transaction
Price Date Gain/(Loss)
------------- ----------- -----------
Purchase - Fleet Short-Term
Investment Fund
481,241 Units $ 481,241 $ 481,241 $ -
Sale - Fleet Short-Term
Investment Funds
455,124 Units 455,124 455,124 -
Purchase - Fleet Stable
Asset Fund
55,021.589 Units 550,216 550,216 -
Sale - Fleet Stable
Asset Fund
48,861.247 Units 488,612 488,612 -
Purchases - Galaxy
Equity Value Fund
31,163.421 Units 465,709 465,709 -
Sale - Galaxy Equity
Value Fund
10,957.141 Units 158,431 148,183 10,248
Purchase - Galaxy International
Equity Fund
10,548.720 Units 146,401 146,401 -
Purchase - DS Bancor, Inc.
Common Stock Fund
6,761 Shares 226,780 226,780 -
F-14
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 2
==============================
Page 2 of 2
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
-----------------------------------
Carrying
Basis at
Sale/Purchase Transaction
Price Date Gain/(Loss)
------------- ----------- ----------
Purchase - Fleet Short-Term
Investment Fund
292,168 Units $ 292,168 $ 292,168 $ -
Sale - Fleet Short-Term
Investment Fund
282,507 Units 282,507 282,507 -
Purchase - Fleet Stable
Asset Fund
22,403.7562 Units 224,038 224,038 -
Sale - Fleet Stable
Asset Fund
38,040.2786 Units 380,403 380,403 -
Purchases - Galaxy
Equity Value Fund
20,622.315 Units 283,233 283,233 -
Purchases - DS Bancor, Inc.
Common Stock Fund
5,636 Shares 143,012 143,012 -
F-15
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 3
==============================
SCHEDULE OF NON-EXEMPT TRANSACTIONS
OF PARTIES-IN-INTEREST
YEARS ENDED DECEMBER 31, 1996 AND 1995
--------------------------------------
1 9 9 6
-------
NONE
1 9 9 5
-------
NONE
F-16
<PAGE>
<TABLE>
<CAPTION>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 4
==============================
Page 1 of 2
SCHEDULE OF THE ALLOCATION OF PLAN
ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
YEAR ENDED DECEMBER 31, 1996
---------------------------------------------
GALAXY
FLEET INTERMEDIATE GALAXY INVESCO
STABLE GOVERNMENT EQUITY GALAXY INDUSTRIAL DS BANCOR,
ASSET INCOME VALUE INTERNATIONAL INCOME INC. COMMON PARTICIPANT
A S S E T S FUND BOND FUND FUND EQUITY FUND FUND STOCK FUND LOANS TOTAL
- ----------- ----------- ---------- ---------- ----------- ---------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments $1,095,832 $275,590 $996,086 $322,466 $233,935 $671,509 $ - $3,595,418
Participants'
Loans Receivable - - - - - - 145,039 145,039
Participants' Loan
Payments Due from
Employer - - - - - - 6,836 6,836
Employer's
Contributions
Receivable - - - - - 8,940 - 8,940
Participants'
Contributions
Receivable 7,389 2,256 10,678 3,388 2,259 2,348 - 28,318
Accrued Income
Receivable 5,657 1,429 - - - - - 7,086
Short-Term
Investment Fund - - - - - 35,779 - 35,779
Cash, Non-Interest
Bearing 2,407 797 3,872 1,053 764 174 - 9,067
-----------------------------------------------------------------------------------------------------------
Total Assets 1,111,285 280,072 1,010,636 326,907 236,958 718,750 151,875 3,836,483
-----------------------------------------------------------------------------------------------------------
Net Assets Available
for Plan Benefits $1,111,285 $280,072 $1,010,636 $326,907 $236,958 $718,750 $151,875 $3,836,483
===========================================================================================================
</TABLE>
F-17
<PAGE>
<TABLE>
<CAPTION>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 4
==============================
Page 2 of 2
SCHEDULE OF THE ALLOCATION OF PLAN
ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
YEAR ENDED DECEMBER 31, 1995
---------------------------------------------
GALAXY
FLEET INTERMEDIATE GALAXY INVESCO
STABLE GOVERNMENT EQUITY GALAXY INDUSTRIAL DS BANCOR,
ASSET INCOME VALUE INTERNATIONAL INCOME INC. COMMON PARTICIPANT
A S S E T S FUND BOND FUND FUND EQUITY FUND FUND STOCK FUND LOANS TOTAL
- ----------- ----------- ---------- ---------- ----------- ---------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments $1,034,229 $253,999 $654,664 $292,361 $90,495 $353,634 $ - $2,679,382
Participants'
Loans Receivable - - - - - - 121,305 121,305
Participants' Loan
Payments Due from
Employer - - - - - - 6,073 6,073
Employer's
Contributions
Receivable - - - - - 13,149 - 13,149
Participants'
Contributions
Receivable 12,945 4,419 15,304 6,495 2,865 2,188 - 44,216
Accrued Income
Receivable 5,594 1,331 - - 2,426 - - 9,351
Short-Term
Investment Fund - - - - - 9,663 - 9,663
Cash, Non-Interest
Bearing - - - - 2 59 - 61
------------------------------------------------------------------------------------------------------------
Total Assets 1,052,768 259,749 669,968 298,856 95,788 378,693 127,378 2,883,200
------------------------------------------------------------------------------------------------------------
Net Assets Available
for Plan Benefits $1,052,768 $259,749 $669,968 $298,856 $95,788 $378,693 $127,378 $2,883,200
============================================================================================================
</TABLE>
F-18
<PAGE>
<TABLE>
<CAPTION>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 5
==============================
Page 1 of 3
SCHEDULE OF PLAN INCOME AND CHANGES IN EQUITY
IN INVESTMENT PROGRAMS
YEAR ENDED DECEMBER 31, 1996
---------------------------------------------
GALAXY
FLEET INTERMEDIATE GALAXY INVESCO
STABLE GOVERNMENT EQUITY GALAXY INDUSTRIAL DS BANCOR,
ASSET INCOME VALUE INTERNATIONAL INCOME INC. COMMON PARTICIPANT
FUND BOND FUND FUND EQUITY FUND FUND STOCK FUND LOANS TOTAL
---------- ----------- ----------- ----------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income (Loss)
- ------------------------
Net Appreciation
(Depreciation) in
Fair Value of
Investments $ - $ (8,947) $ 23,895 $ 3,007 $ 7,586 $200,200 $ - $ 225,741
Interest and
Dividends -
Investments 64,529 16,213 125,515 19,501 19,733 4,956 - 250,447
Interest - Loans - - - - - - 15,009 15,009
Net Realized
Gains (Losses) -
Investments - (2,186) 10,248 6,782 396 32,648 - 47,888
------------------------------------------------------------------------------------------------------
Net Investment
Income (Loss) 64,529 5,080 159,658 29,290 27,715 237,804 15,009 539,085
Contributions
- -------------
Employer - - - - - 97,033 - 97,033
Participants 101,365 36,515 152,117 48,103 30,627 36,779 - 405,506
Rollover - - - - - - - -
Fund Transfers (78,145) (20,875) 62,983 (37,471) 86,296 (22,276) 9,488 -
Withdrawals and
Terminations (29,232) (397) (34,090) (11,871) (3,468) (9,283) - (88,341)
------------------------------------------------------------------------------------------------------
Increase (Decrease) in
Net Assets Available
for Plan Benefits 58,517 20,323 340,668 28,051 141,170 340,057 24,497 953,283
Net Assets Available
for Plan Benefits:
- -------------------
Beginning of Period 1,052,768 259,749 669,968 298,856 95,788 378,693 127,378 2,883,200
------------------------------------------------------------------------------------------------------
End of Period $1,111,285 $280,072 $1,010,636 $326,907 $236,958 $718,750 $151,875 $3,836,483
======================================================================================================
</TABLE>
F-19
<PAGE>
<TABLE>
<CAPTION>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 5
==============================
Page 2 of 3
SCHEDULE OF PLAN INCOME AND CHANGES IN EQUITY
IN INVESTMENT PROGRAMS
YEAR ENDED DECEMBER 31, 1995
---------------------------------------------
GALAXY
FLEET INTERMEDIATE GALAXY INVESCO
STABLE GOVERNMENT EQUITY GALAXY INDUSTRIAL DS BANCOR,
ASSET INCOME VALUE INTERNATIONAL INCOME INC. COMMON PARTICIPANT
FUND BOND FUND FUND EQUITY FUND FUND STOCK FUND LOANS TOTAL
---------- ---------- ----------- ----------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income (Loss)
- ------------------------
Net Appreciation
(Depreciation) in
Fair Value of
Investments $ - $ 23,188 $ 62,445 $ 21,800 $ 4,878 $ 56,130 $ - $ 168,441
Interest and
Dividends -
Investments 72,669 16,301 61,203 9,355 3,227 594 - 163,349
Interest - Loans - - - - - - 8,645 8,645
Net Realized
Gains (Losses) -
Investments - (1,943) 9,381 2,973 445 186 - 11,042
--------------------------------------------------------------------------------------------------------
Net Investment
Income (Loss) 72,669 37,546 133,029 34,128 8,550 56,910 8,645 351,477
Contributions
- -------------
Employer - - - - - 84,510 - 84,510
Participants 125,224 33,725 103,243 57,482 11,684 13,659 - 345,017
Rollover 53,680 - - - - - - 53,680
Fund Transfers (236,872) (10,291) 103,711 (21,705) 75,554 40,038 49,565 -
Withdrawals and
Terminations (170,446) (45,014) (95,241) (36,268) - (12,040) (3,036) (362,045)
--------------------------------------------------------------------------------------------------------
Increase (Decrease) in
Net Assets Available
for Plan Benefits (155,745) 15,966 244,742 33,637 95,788 183,077 55,174 472,639
Net Assets Available
for Plan Benefits:
- -------------------
Beginning of Period 1,208,513 243,783 425,226 265,219 - 195,616 72,204 2,410,561
--------------------------------------------------------------------------------------------------------
End of Period $1,052,768 $259,749 $669,968 $298,856 $95,788 $378,693 $127,378 $2,883,200
========================================================================================================
</TABLE>
F-20
<PAGE>
<TABLE>
<CAPTION>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 5
==============================
Page 3 of 3
SCHEDULE OF PLAN INCOME AND CHANGES IN EQUITY
IN INVESTMENT PROGRAMS
YEAR ENDED DECEMBER 31, 1994
---------------------------------------------
GALAXY
FLEET INTERMEDIATE GALAXY
STABLE GOVERNMENT EQUITY GALAXY DS BANCOR,
ASSET INCOME VALUE INTERNATIONAL INC. COMMON PARTICIPANT
FUND BOND FUND FUND EQUITY FUND STOCK FUND LOANS TOTAL
---------- ---------- ----------- ----------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income (Loss)
- ------------------------
Net Appreciation (Depreciation)
in Fair Value of Investments $ - $(20,567) $(31,005) $(10,652) $(32,312) $ - $ (94,536)
Interest and Dividends -
Investments 63,777 15,660 43,340 4,143 122 - 127,042
Interest - Loans - - - - - 4,997 4,997
Net Realized Gains (Losses) -
Investments - (6,619) (2,566) (151) 3,047 - (6,289)
----------------------------------------------------------------------------------------
Net Investment Income (Loss) 63,777 (11,526) 9,769 (6,660) (29,143) 4,997 31,214
Contributions
- -------------
Employer - - - - 88,266 - 88,266
Participants 115,974 53,071 119,821 61,497 20,914 - 371,277
Rollover 12,379 - 14,205 18,704 - - 45,288
Fund Transfers 44,458 (75,144) (144,622) 61,147 107,861 6,300 -
Withdrawals and Terminations (43,467) (1,199) (2,355) (3,845) (16,017) (1,202) (68,085)
----------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets
Available for Plan Benefits 193,121 (34,798) (3,182) 130,843 171,881 10,095 467,960
Net Assets Available
for Plan Benefits:
- -------------------
Beginning of Period 1,015,392 278,581 428,408 134,376 23,735 62,109 1,942,601
----------------------------------------------------------------------------------------
End of Period $1,208,513 $243,783 $425,226 $265,219 $195,616 $72,204 $2,410,561
========================================================================================
</TABLE>
F-21
