DERBY SAVINGS BANK
THRIFT PLAN
EIN: 06-0320565
PLAN NUMBER: 002
FINANCIAL STATEMENTS AND SCHEDULES
MAY 5, 1997,
(the date of final
transfer of assets to the
Webster Bank Employee
Investment Plan),
and DECEMBER 31, 1996
(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
Period January 1, 1997 to May 5, 1997
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 administratively 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 1 to the financial statements. Final
distribution of plan assets to the Webster Plan occurred on May 5, 1997.
Item 2. CHANGES IN INVESTMENT POLICY
None
Item 3. CONTRIBUTIONS UNDER THE PLAN
For the period January 1, 1997 to May 5, 1997, 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 $8,947, $97,033, $84,510; $88,266; and
$44,658, respectively.
Item 4. PARTICIPATING EMPLOYEES
At March 31, 1997, the day before the administrative merger of the Plan
with the Webster Bank Employee Investment Plan, there were 176
participants in the Plan.
The number of participants in each investment program at March 31, 1997
was as follows:
Fleet Stable Assets Fund 91
Galaxy Intermediate
Government Income Bond Fund 63
Galaxy Equity Value Fund 127
Galaxy International Equity Fund 75
INVESCO Industrial Income Fund 49
DS Bancor, Inc. Common Stock Fund 165
-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 period January 1,
1997 to January 31, 1997 was as follows:
Harry P. DiAdamo Jr. President, CEO & Treasurer
Derby Savings Bank
The current Plan Administrators are 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 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
Renee P. Seefried Senior Vice President,
Human Resources
The Plan Administrators received no compensation for services from the
Plan during the period January 1, 1997 to May 5, 1997.
Item 6. CUSTODIANS OF INVESTMENTS
(a) Fleet Financial Services is the Plan's investment manager, custodian
of investments and directed trustee for the period January 1, 1997
to March 31, 1997. Fleet Financial Services is located at One
Constitution Plaza, Hartford, CT 06115, and offers various financial
services.
(b) Investment and administrative expenses aggregating $1,678, $12,680
and $17,703 during the period January 1, 1997 to May 5, 1997 and for
the years ended December 31, 1996, and 1995, were borne by Derby
Savings Bank through January 31, 1997 and by Webster Bank effective
February 1, 1997.
-2-
<PAGE>
Item 6. CUSTODIANS OF INVESTMENTS (continued)
(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 to
January 31, 1997. Effective February 1, 1997, the Plan is insured
for the maximum amount of $10,000,000 by the Hartford Underwriters
Insurance Company, Hartford, Connecticut.
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.
-3-
<PAGE>
Item 8. INVESTMENT OF FUNDS (continued)
6) DS Bancor, Inc. (Webster Financial Corporation, effective
February 1, 1997) Common Stock Fund
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 May 5, 1997,
and December 31, 1996
Statements of Changes in Net Assets
Available for Plan Benefits for the
period January 1, 1997 to May 5, 1997 F-4
and the Years Ended December 31,
1996, and 1995
Notes to Financial Statements F-5 - F-11
Supplemental Schedules
Assets Held for Investment at F-12 - F-13
May 5, 1997, and December 31, 1996
Reportable Transactions for the F-14 - F-15
Period January 1, 1997 to May 5, 1997
and Year Ended December 31, 1996
Non-Exempt Transactions of Parties- F-16
in-Interest for the period January 1,
1997 to May 5, 1997 and the Year Ended
December 31, 1996
Schedule of the Allocation of Plan F-17 - F-18
Assets and Liabilities to Investment
Programs as of May 5, 1997, and
December 31, 1996
Schedule of Plan Income and Changes F-19 - F-21
in Equity in Investment Programs for
the period January 1, 1997 to May 5,
1997 and the Years Ended December 31,
1996 and 1995
-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: October 24, 1997 By: /s/ James C. Smith
James C. Smith
Executive Member of the
Retirement Plan Committee
Date: October 24, 1997 By: /s/ Renee P. Seefried
Renee P. Seefried
Member of the Retirement
Plan Committee
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
PERIOD JANUARY 1, 1997 TO MAY 5, 1997
<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>
[LETTERHEAD OF FRIEDBERG, SMITH & CO., P.C.]
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 May 5, 1997, and December
31, 1996, and the related statements of changes in net assets available for plan
benefits for the period January 1, 1997 to May 5, 1997 and each of the years in
the two-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 May 5, 1997, and December 31, 1996, and the
changes in its net assets available for plan benefits for the period January 1,
1997 to May 5, 1997 and each of the years in the two-year period ended December
31, 1996, in conformity with generally accepted accounting principles.
As discussed in Note 1 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
October 24, 1997
F-2
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN EXHIBIT A
STATEMENTS OF
NET ASSETS AVAILABLE FOR PLAN BENEFITS
MAY 5, 1997 AND DECEMBER 31, 1996
December 31,
A S S E T S May 5, 1997 1996
- ----------- ----------- -------------
Investments (Notes 1, 2, 3 and 6)
At Fair Value:
Fleet Stable Asset Fund $ - $1,095,832
Galaxy Intermediate
Government Income Bond Fund - 275,590
Galaxy Equity Value Fund - 996,086
Galaxy International Equity Fund - 322,466
DS Bancor, Inc. Common Stock Fund - 671,509
INVESCO Industrial Income Fund - 233,935
------ ---------
- 3,595,418
------ ---------
Other (Notes 1, 2 and 6)
Participants' Loans Receivable - 145,039
Participants' Loan Payments
Due from Employer - 6,836
Employer's Contributions Receivable - 8,940
Participants' Contributions Receivable - 28,318
Accrued Income Receivable - 7,086
Short-Term Investment Fund - 35,779
Cash, Non-Interest Bearing - 9,067
------ ---------
Total Other - 241,065
------ ---------
TOTAL ASSETS - 3,836,483
LIABILITIES - -
- ----------- ------ ---------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS (Notes 1, 4 and 5) $ - $3,836,483
====== =========
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
PERIOD JANUARY 1, 1997 TO MAY 5, 1997,
AND YEARS ENDED DECEMBER 31, 1996, AND 1995
Period
January 1, Year Ended Year Ended
1997 to December 31, December 31,
May 5, 1997 1996 1995
----------- ----------- --------
Additions to Net Assets:
Net Investment Income
(Loss) (Notes 2 and 3):
Net Appreciation
(Depreciation) in Fair
Value of Investments $ (68,814) $ 225,741 $ 168,441
Interest and Dividends -
Investments 26,162 250,447 163,349
Interest - Loans 2,989 15,009 8,645
Net Realized Gains
- Investments 68,719 47,888 11,042
--------- --------- ---------
29,056 539,085 351,477
Contributions (Note 3):
Employer 8,947 97,033 84,510
Participants 40,175 405,506 345,017
Rollover - - 53,680
--------- --------- ---------
Total Additions 78,178 1,041,624 834,684
Deductions from Net Assets:
Benefits Paid
to Participants (866,377) (88,341) (362,045)
Transfer of Plan Assets
(Note 1) (3,048,284) - -
--------- --------- ---------
Net Increase (Decrease) (Note 4) (3,836,483) 953,283 472,639
Net Assets Available for Benefits:
Beginning of Period 3,836,483 2,883,200 2,410,561
--------- --------- ---------
End of Period $ - $3,836,483 $2,883,200
======= ========= =========
See notes to financial statements.
F-4
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
MAY 5, 1997 AND DECEMBER 31, 1996
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
MAY 5, 1997 AND DECEMBER 31, 1996
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
MAY 5, 1997 AND DECEMBER 31, 1996
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.
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. Most of the plan
assets were transferred from Fleet to the Webster Plan's investment
accounts on April 3, 1997. Final amounts representing income received
subsequent to April 1, 1997 were transferred on May 5, 1997.
F-7
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
MAY 5, 1997 AND DECEMBER 31, 1996
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 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.
(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.
F-8
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
MAY 5, 1997 AND DECEMBER 31, 1996
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 period January 1, 1997 to May 5, 1997, and the years ended
December 31, 1996, 1995 and 1994, the Plan purchased common stock of
DS Bancor (Note 1) aggregating 770, 6,761, 5,636 and 9,812 shares at a
cost of $32,431, $226,780, $143,012 and $254,552, respectively, and
sold 0.8, 4,350, 1,206 and 1,097 shares for proceeds aggregating $30,
$141,754, $29,961 and $31,377, respectively. The cost of the stock
sold was $20, $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.
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-9
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
MAY 5, 1997 AND DECEMBER 31, 1996
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.
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.
F-10
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
MAY 5, 1997 AND DECEMBER 31, 1996
NOTE 6 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
(continued)
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-11
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 1
==============================
Page 1 of 2
SCHEDULE OF ASSETS HELD FOR INVESTMENT
MAY 5, 1997
NONE
F-12
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 1
==============================
Page 2 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-13
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 2
==============================
Page 1 of 2
SCHEDULE OF REPORTABLE TRANSACTIONS
PERIOD JANUARY 1, 1997 TO MAY 5, 1997
Carrying
Basis at
Sale/Purchase Transaction
Price Date Gain/(Loss)
------------- -------------- ------------
Sale - Fleet Stable
Asset Fund
117,302.39 Units $117,302 $117,302 $ -
Sale - Galaxy
Intermediate Government
Income Bond Fund
28,761.09 Units $285,249 $295,787 ($10,538)
Sale - Galaxy Equity
Value Fund
72,410.81 Units $1,064,181 $1,016,755 $47,426
Sale - Galaxy International
Equity Fund
24,359.31 Units $340,253 $321,520 $18,733
Sale - INVESCO
Industrial Income Fund
18,035.06 Units $243,554 $230,457 $13,097
F-14
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 2
==============================
Page 2 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 $50,216 $ -
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-15
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 3
==============================
SCHEDULE OF NON-EXEMPT TRANSACTIONS
OF PARTIES-IN-INTEREST
PERIOD ENDED MAY 5, 1997 AND
YEAR ENDED DECEMBER 31, 1996
1 9 9 7
NONE
1 9 9 6
NONE
F-16
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 4
==============================
Page 1 of 2
SCHEDULE OF THE ALLOCATION OF PLAN
ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
PERIOD ENDED MAY 5, 1997
NONE
F-17
<PAGE>
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, 1996
<TABLE>
<CAPTION>
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-18
<PAGE>
DERBY SAVINGS BANK THRIFT PLAN SCHEDULE 5
==============================
Page 1 of 3
SCHEDULE OF PLAN INCOME AND CHANGES IN EQUITY
IN INVESTMENT PROGRAMS
PERIOD JANUARY 1, 1997 TO MAY 5, 1997
-----------------------------------------
<TABLE>
<CAPTION>
DS Bancor,
Galaxy Inc. (Webster
Fleet Intermediate Galaxy INVESCO Financial
Stable Government Equity Galaxy Industrial Corporation)
Asset Income Value International Income 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 $ - $ 7,351 $ (53,200) $(14,237) $(12,464) $ 3,736 $ - $ (68,814)
Interest and
Dividends -
Investments 15,206 4,148 2,496 - 2,819 1,493 - 26,162
Interest - Loans - - - - - - 2,989 2,989
Net Realized
Gains (Losses) -
Investments - (10,538) 47,427 18,733 13,087 10 - 68,719
---------- -------------- ---------- -------------- ------------- ------------- ------------ ----------
Net Investment
Income (Loss) 15,206 961 (3,277) 4,496 3,442 5,239 2,989 29,056
Contributions
Employer - - - - - 8,947 - 8,947
Participants 8,899 3,081 15,092 4,312 3,133 5,658 - 40,175
Fund Transfers (12,299) (197) 39,312 5,093 671 23,917 (56,497) -
Withdrawals and
Terminations (264,660) (45,033) (181,418) (58,338) (21,592) (283,550) (11,786) (866,377)
Transfer of Plan Assets
to Webster Bank Employee
Investment Plan (858,431) (238,884) (880,345) (282,470) (222,612) (478,961) (86,581) (3,048,284)
---------- -------------- ---------- -------------- ------------- ------------- ------------ ----------
Increase (Decrease) in
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)
Net Assets Available
for Plan Benefits:
Beginning of Period 1,111,285 280,072 1,010,636 326,907 236,958 718,750 151,875 3,836,483
---------- -------------- ---------- -------------- ------------- ------------- ------------ ----------
End of Period $ - $ - $ - $ - $ - $ - $ - $ -
========= ============== ========== ============== ============= ============= ============ ==========
</TABLE>
F-19
<PAGE>
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, 1996
<TABLE>
<CAPTION>
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-20
<PAGE>
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, 1995
<TABLE>
<CAPTION>
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>
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-21
