<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934 for the fiscal year ended December 31, 1993, or
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from ____________ to ______________
COMMISSION FILE NUMBER: 0-16163
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
INVESTORS SAVINGS 401(K) PLAN
B. Name of the issuer of the securities held by the plan and
the address of its principle executive offices:
INVESTORS BANK CORP.
200 East Lake Street
Wayzata, Minnesota 55391
<PAGE>
REQUIRED INFORMATION
The following financial statements are attached after the signature page
to this Form 11-K:
Independent Auditors Report of KPMG Peat Marwick
Statements of Net Assets Available for Plan Benefits at December 31, 1993 and
December 31, 1992
Statements of Changes in Net Assets Available for Plan Benefits for the years
ended December 31, 1993, December 31, 1992, and December 31, 1991
Statements of Net Assets Available for Plan Benefits (by Fund) at December 31,
1993 and December 31, 1992
Statements of Changes in Net Assets Available for Plan Benefits (by Fund) for
the years ended December 31, 1993, December 31, 1992, and December 31, 1991
Notes to Consoldiated Financial Statements
Schedule I: Assets held for Investment Purposes
Schedule II: Reportable Transactions
EXHIBITS
24.1 Consent of KPMG Peat Marwick
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
INVESTORS SAVINGS 401(K) PLAN
By /s/ CHRISTOPHER M. RYE
----------------------------
Christopher M. Rye, Member of
Administrative Committee
Dated: June 27, 1994
<PAGE>
INVESTORS SAVINGS 401(k) PLAN
Financial Statements
For the years ended December 31, 1993, 1992 and 1991
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Plan Administration Committee
Investors Bank Corp.:
We have audited the accompanying statements of net assets available for
plan benefits of the Investors Savings 401(k) Plan as of December 31, 1993
and 1992 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, 1993. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
Investors Savings 401(k) Plan as of December 31, 1993 and 1992 and the changes
in net assets available for plan benefits for each of the years in the
three-year period ended December 31, 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 the
Investors Savings 401(k) Plan are presented for purposes of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for plan benefits (by fund) and the statements of changes in net
assets available for plan benefits (by fund) is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits 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/KPMG Peat Marwick
KPMG Peat Marwick
Minneapolis, MN
April 13, 1994
<PAGE>
INVESTORS SAVINGS 401(k) PLAN
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
December 31
----------------------
1993 1992
---------- ---------
<S> <C> <C>
Assets:
Investments, at current value, cost of $4,469,763
and $3,039,963, respectively (notes 5 and 6) $7,188,834 3,878,460
Cash and cash equivalents (notes 5, 6 and 9) 235,060 156,373
Contributions receivable from Investors Savings
Bank, F.S.B. 252,658 254,310
Participant loans receivable (note 2) 187,565 161,981
---------- ----------
7,864,117 4,451,124
Liabilities:
Forfeitures 893 1,068
---------- ----------
Net assets available for plan benefits (includes
$536,079 and $9,171, respectively, due to
participants of the Plan) $7,863,224 4,450,056
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
INVESTORS SAVINGS 401(k) PLAN
Statements of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
Years ended December 31
---------------------------------
1993 1992 1991
----------- --------- ---------
<S> <C> <C> <C>
Net assets available for plan benefits
at beginning of year $ 4,450,056 3,060,677 1,728,818
----------- --------- ---------
Interest and dividend income (note 9) 191,444 160,875 120,334
Realized gains on sale of investments 175,695 5,453 18,085
Unrealized appreciation of investments (note 7) 1,880,560 268,437 753,275
----------- --------- ---------
Net investment income 2,247,699 434,765 891,694
----------- --------- ---------
Employee contributions 820,809 559,204 390,882
Employer contributions 564,408 438,884 233,400
Rollover contributions 15,462 231,197 20,252
----------- --------- ---------
Total contributions 1,400,679 1,229,285 644,534
Distributions to participants and forfeitures (198,196) (264,237) (145,261)
Loan distributions net of principal payments (37,014) (10,434) (59,108)
----------- --------- ---------
Increase in net assets available
for plan benefits 3,413,168 1,389,379 1,331,859
----------- --------- ---------
Net assets available for plan
benefits at end of year $ 7,863,224 4,450,056 3,060,677
----------- --------- ---------
----------- --------- ---------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
INVESTORS SAVINGS 401(k) PLAN
Statements of Net Assets Available for Plan Benefits (by Fund)
<TABLE>
<CAPTION>
December 31, 1993
-----------------------------------------------------------------------
Fixed Self- IBC Participant
Certificates Income Equity Directed Stock Loan
Total of Deposit Fund Fund Fund Fund Fund
---------- ---------- ------- --------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at current value $7,188,834 797,292 457,280 1,107,744 0 4,826,518 0
Cash and cash equivalents 235,060 87,712 26,330 57,611 0 63,327 80
Contribution receivable from Investors Savings Bank, F.S.B. 252,658 8,119 8,143 21,870 0 214,526 0
Participant loans receivable 187,565 0 0 0 0 187,565
---------- ------- ------- --------- ------ --------- -------
7,864,117 893,123 491,753 1,187,225 0 5,104,371 187,645
Liabilities:
Forfeitures 893 370 317 206 0 0 0
---------- ------- ------- --------- ------ --------- -------
Net assets available for plan benefits $7,863,224 892,753 491,436 1,187,019 0 5,104,371 187,645
---------- ------- ------- --------- ------ --------- -------
---------- ------- ------- --------- ------ --------- -------
</TABLE>
<TABLE>
<CAPTION>
December 31, 1992
-----------------------------------------------------------------------
Fixed Self- IBC Participant
Certificates Income Equity Directed Stock Loan
Total of Deposit Fund Fund Fund Fund Fund
---------- ---------- ------- --------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at current value $3,878,460 680,278 276,919 793,852 27,550 2,099,861 0
Cash and cash equivalents 156,373 106,850 0 181 49,262 0 80
Contribution receivable from Investors Savings Bank, F.S.B. 254,310 22,086 15,451 26,414 0 190,359 0
Participant loans receivable 161,981 0 0 0 0 0 161,981
---------- ------- ------- --------- ------ --------- -------
4,451,124 809,214 292,370 820,447 76,812 2,290,220 162,061
Liabilities:
Forfeitures 1,068 340 248 233 0 247 0
---------- ------- ------- --------- ------ --------- -------
Net assets available for plan benefits $4,450,056 808,874 292,122 820,214 76,812 2,289,973 162,061
---------- ------- ------- --------- ------ --------- -------
---------- ------- ------- --------- ------ --------- -------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
INVESTORS SAVINGS 401(k) PLAN
Statement of Changes in Net Assets Available for Plan Benefits (by Fund)
<TABLE>
<CAPTION>
Year ended December 31, 1993
------------------------------------------------------------------------------------
Fixed Self- IBC Participant
Certificates Income Equity Directed Stock Loan
Total of Deposit Fund Fund Fund Fund Fund
---------- ------------ ------- --------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at beginning of year $4,450,056 808,874 292,122 820,214 76,812 2,289,973 162,061
---------- ------- ------- --------- ------- --------- -------
Interest and dividend income 191,444 40,633 17,776 37,625 1,233 86,148 8,029
Realized gain on sale of investments 175,695 0 137 283 0 175,275 0
Unrealized appreciation (depreciation)
of investments 1,880,560 0 (1,673) (5,861) (16,050) 1,904,144 0
---------- ------- ------- --------- ------- --------- -------
Net investment income 2,247,699 40,633 16,240 32,047 (14,817) 2,165,567 8,029
---------- ------- ------- --------- ------- --------- -------
Employee contributions 820,809 108,634 107,751 217,838 0 386,586 0
Employer contributions 564,408 53,090 50,541 98,592 0 362,185 0
Rollover contributions 15,462 41 166 455 0 14,800 0
---------- ------- ------- --------- ------- --------- -------
Total contributions 1,400,679 161,765 158,458 316,885 0 763,571 0
---------- ------- ------- --------- ------- --------- -------
Distributions to participants and
forfeitures (198,196) (21,184) (37,418) (42,844) (4,926) (91,824) 0
Loan distributions net of principal
payments (37,014) 0 0 0 0 0 (37,014)
Net transfers from (to) other funds 0 (97,335) 62,034 60,717 (57,069) (22,916) 54,569
---------- ------- ------- --------- ------- --------- -------
Net additions (deductions) 3,413,168 83,879 199,314 366,805 (76,812) 2,814,398 25,584
---------- ------- ------- --------- ------- --------- -------
Net assets available for plan
benefits at end of year $7,863,224 892,753 491,436 1,187,019 0 5,104,371 187,645
---------- ------- ------- --------- ------- --------- -------
---------- ------- ------- --------- ------- --------- -------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
INVESTORS SAVINGS 401(k) PLAN
Statement of Changes in Net Assets Available for Plan Benefits (by Fund)
<TABLE>
<CAPTION>
Year ended December 31, 1992
----------------------------
Fixed Self- IBC Participant
Certificates Income Equity Directed Stock Loan
Total of Deposit Fund Fund Fund Fund Fund
---------- ------------ ------- ------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at beginning of year $3,060,677 864,293 121,278 558,832 202,795 1,195,469 118,010
---------- ------- ------- ------- ------- --------- -------
Interest and dividend income 160,875 54,044 17,009 34,677 7,097 33,482 14,566
Realized gain (loss) on sale of
investments 5,453 0 6,181 1,021 (16,493) 14,744 0
Unrealized appreciation (depreciation) of
investments 268,437 0 (29,132) (57,601) (7,662) 362,832 0
---------- ------- ------- ------- ------- --------- -------
Net investment income (loss) 434,765 54,044 (5,942) (21,903) (17,058) 411,058 14,566
---------- ------- ------- ------- ------- --------- -------
Employee contributions 559,204 129,721 96,658 204,981 0 127,844 0
Employer contributions 438,884 52,976 16,884 69,676 0 299,348 0
Rollover contributions 231,197 4,619 42,699 44,190 0 139,689 0
---------- ------- ------- ------- ------- --------- -------
Total contributions 1,229,285 187,316 156,241 318,847 0 566,881 0
---------- ------- ------- ------- ------- --------- -------
Distributions to participants and
forfeitures (264,237) (94,284) (15,763) (81,706) (40,591) (31,893) 0
Loan distributions net of principal
payments (10,434) 0 0 0 0 0 (10,434)
Net transfers from (to) other funds 0 (202,495) 36,308 46,144 (68,334) 148,458 39,919
---------- ------- ------- ------- ------- --------- -------
Increase (decrease) in net assets
available for plan benefits 1,389,379 (55,419) 170,844 261,382 (125,983) 1,094,504 44,051
---------- ------- ------- ------- ------- --------- -------
Net assets available for plan
benefits at end of year $4,450,056 808,874 292,122 820,214 76,812 2,289,973 162,061
---------- ------- ------- ------- ------- --------- -------
---------- ------- ------- ------- ------- --------- -------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
INVESTORS SAVINGS 401(k) PLAN
Statement of Changes in Net Assets Available for Plan Benefits (by Fund)
<TABLE>
<CAPTION>
Year ended December 31, 1991
----------------------------
Fixed Self- IBC Participant
Certificates Income Equity Directed Stock Loan
Total of Deposit Fund Fund Fund Fund Fund
---------- ------------ ------- ------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at beginning of year $1,728,818 703,830 95,969 340,934 166,420 342,180 79,485
---------- ------- ------- ------- ------- --------- -------
Interest and dividend income 120,334 62,326 14,769 21,714 9,629 2,745 9,151
Realized gain (loss) on sale of investment 18,085 0 (7,312) (472) 21,257 4,612 0
Unrealized appreciation of investments 753,275 0 60,299 89,320 36,898 566,758 0
---------- ------- ------- ------- ------- --------- -------
Net investment income 891,694 62,326 67,756 110,562 67,784 574,115 9,151
---------- ------- ------- ------- ------- --------- -------
Employee contributions 390,882 163,725 18,467 94,495 0 114,195 0
Employer contributions 233,400 70,401 6,657 39,606 0 116,736 0
Rollover contributions 20,252 10,871 558 8,113 0 710 0
---------- ------- ------- ------- ------- --------- -------
Total contributions 644,534 244,997 25,682 142,214 0 231,641 0
---------- ------- ------- ------- ------- --------- -------
Distributions to participants and
forfeitures (145,261) (105,029) (1,020) (20,570) 0 (18,642) 0
Loan distributions net of principal
payments (59,108) 0 0 0 0 0 (59,108)
Net transfers from (to) other funds 0 (41,831) (67,109) (14,308) (31,409) 66,175 88,482
---------- ------- ------- ------- ------- --------- -------
Increase (decrease) in net assets
available for plan benefits 1,331,859 160,463 25,309 217,898 36,375 853,289 38,525
---------- ------- ------- ------- ------- --------- -------
Net assets available for plan
benefits at end of year $3,060,677 864,293 121,278 558,832 202,795 1,195,469 118,010
---------- ------- ------- ------- ------- --------- -------
---------- ------- ------- ------- ------- --------- -------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
INVESTORS SAVINGS 401(k) PLAN
Notes to Consolidated Financial Statements
December 31, 1993, 1992 and 1991
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements are presented on the accrual basis of
accounting.
The Equity Fund, Fixed Income Fund, IBC Stock Fund (formerly ISC
Stock Fund) and Self-Directed Fund are valued at market, which is based on
published quotations.
The Certificates of Deposit Fund and Participant Loans
are valued at cost plus accrued interest, which approximates market.
Cost of investments is based on original purchase cost. The cost of
investments sold is determined based on a first in, first out method;
investment distributions are valued at the current market value of the Plan.
Certain reclassifications have been made to the financial statements of
prior periods to conform to the current presentation.
(2) THE PLAN
The Investors Savings 401(k) Plan was established by Investors Savings Bank,
F.S.B. (the Company), a wholly owned subsidiary of Investors Bank Corp. (IBC),
formerly Investors Savings Corp., on October 1, 1985, and amended and restated
effective January 1, 1988, for the purpose of encouraging savings on the part
of employees by certain sharing of profits and matching contributions,
ultimately for their retirement. Effective January 1, 1991, the Plan was
amended to provide for the Bank to make discretionary profit sharing
contributions to be invested in common stock of IBC. Effective January 1,
1993, the Plan was amended to allow the Administration Committee to establish
investment funds and operational rules to satisfy Section 404(c) of ERISA and
the regulations thereunder.
Under the provisions of the Plan, all employees 21 years of age and older
who are not temporary hourly employees and have completed at least one year of
eligible service are eligible to enroll in the Plan. A year of eligible
service is a 12-month period of at least 1,000 hours of service. Eligible
employees may make deposits to the Plan of 1% to 15% of compensation, as
defined, through payroll deductions. The Company may contribute to
participants' accounts amounts to the extent of the matching percentage (from
0% to 100%) and the level of employee contributions covered as announced at
the beginning of the Plan year, unless changed during the year. The matching
percentage was 50% of the first 6% of compensation during 1993 and 1992. Any
decreases in the percentage and level of contributions covered will only
affect future contributions. In addition, employee contributions may be
reduced by the Plan administrator in order to maintain the qualified tax
status of the Plan.
To the extent that Company contributions have been made to the Plan and are
not vested in a terminated participant, such contributions will be forfeited
and used primarily to offset future Company contributions.
(Continued)
<PAGE>
2
INVESTORS SAVINGS 401(k) PLAN
The Plan administrator maintains separate accounts in the name of each
participant as follows:
1. 401(k) Account which includes participants' contributions.
2. 401(k) Matching Account which includes participants' share of employer
contributions.
3. Profit Sharing Account which includes participants' share of employer
contributions of IBC common stock.
4. Rollover Contribution Account.
Except for the Profit Sharing Account, each participant may direct the
investments of their accounts, including the matching employer contribution,
among the funds established for that purpose (note 5).
Normal distribution of benefits is available upon termination of employment,
death or disability under certain conditions or upon attaining age 59-1/2.
Normal distributions of benefits, as a result of one of the qualifying
conditions listed above, shall be made upon application for distribution in a
single payment. However, if the value of a participant's account is $3,500 or
less, that participant will receive an automatic distribution of benefits in a
lump sum payment.
Participants with at least two years of service are 40% vested in employer
contributions, with vesting percentages increasing 0% for each additional year
of continuous service and fully vested after five years of service.
Notwithstanding the above, participants will have a fully vested interest in
the amounts contributed by the employer in each of their accounts upon
occurrence of the following events:
1. Death
2. Attainment or retirement age of 65 or
3. As a result of disability
Other than as noted above, participants may not withdraw amounts from their
contribution account or the Company contribution account prior to retirement,
disability, termination of employment or the occurrence of a financial hardship.
Individual participants may obtain a loan of up to 50% of the vested portion of
their accounts or $50,000, whichever is less, which will be repaid with
interest in equal installments by automatic payroll deduction over a maximum
of five years, unless related to a principal residence purchase or
construction.
Substantially all administrative expenses of the Plan are paid by the
Company, although plan provisions allow these expenses to be paid out of the
plan assets.
The above is a brief description of the Plan which is provided for general
informational purposes only. Participants should refer to the plan agreement for
more complete information.
(Continued)
<PAGE>
3
INVESTORS SAVINGS 401(k) PLAN
(3) PRIORITIES UPON TERMINATION OF THE PLAN
Although the Company has not expressed an intent to discontinue the Plan,
it may do so at any time, subject to the provisions set forth in the Employee
Retirement Income Security Act of 1974 (ERISA). In the event of termination of
the Plan, each participant would become fully vested and distributions would be
as if the total account had matured.
(4) TRUSTEE AND ADMINISTRATION OF INVESTMENTS
The Company has established a Plan Administration Committee for the general
administration of the Plan and to monitor financial results of investments. The
Plan Administration Committee as of December 31, 1993, was as follows:
<TABLE>
<CAPTION>
Name Position with Company
- - ---- ---------------------
<S> <C>
David Ruesink Assistant Vice President--Secondary Marketing
Christopher Rye Vice President--Controller
Michael Moffitt Mortgage Branch Manager--Loan Officer
</TABLE>
Norwest Bank Minnesota, N.A. has been engaged as Trustee of the Plan's
assets. Norwest Bank Minnesota, N.A. is also responsible for participant
recordkeeping.
(5) SEPARATE INVESTMENT PROGRAMS
The Trustee has maintained six separate funds for administration of the
trust:
1. Certificates of Deposit. Purchased from federally insured financial
institutions nationwide.
2. Equity Fund. An investment account which purchases shares in the
Twentieth Century Select Investors Fund.
3. Fixed Income Fund. An investment account which purchases shares in the
Vanguard Fixed Income Short Term Bond Fund.
4. IBC Stock Fund. An investment account which purchases shares of IBC
common stock.
5. Participant Loan Fund. The Plan has a provision that allows
participants to borrow against their account balances, subject to requirements
set forth in the Plan document.
6. Self-Directed Fund. An investment account whereby the portfolio
composition is determined by the participant using various investment vehicles.
This fund was eliminated during 1993.
(Continued)
<PAGE>
4
INVESTORS SAVINGS 401(k) PLAN
Each employee may participate simultaneously in more than one fund. At
December 31, the number of participants in each fund was as follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Certificates of Deposit 133 147
Equity Fund 197 157
Fixed Income Fund 145 105
IBC Stock Fund (includes both
participants' contributions and profit
sharing accounts) 291 231
Participant Loan Fund 33 24
Self-Directed Fund 0 1
</TABLE>
(Continued)
<PAGE>
5
INVESTORS SAVINGS 401(k) PLAN
(6) INVESTMENTS
The investments of the Plan are held in mutual funds, common stocks and
bank and savings institution common trust funds and certificates of deposit.
The following table lists the cost and fair value of those investments.
<TABLE>
<CAPTION>
December 31
-------------------------------------------------------------------------------------------------------
1993 1992
-------------------------------------------------- -------------------------------------------------
Market Market
Shares or value per Market Shares or value per Market
units Cost unit value units Cost unit value
--------- ---------- --------- --------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Short Term Investment
Fund--Norwest Bank
Minnesota, N.A.(2) 235,060 $ 235,060 1.00 235,060 106,850 $ 106,850 1.00 106,850
--------- ---------- --------- --------- -------- ------------ --------- ---------
Vanguard Fixed Income
Fund (3) 41,952 458,211 10.90 457,280 25,462 276,177 10.85 276,919
Twentieth Century Select
Investors Fund (3) 28,073 1,088,110 39.46 1,107,744 20,502 768,357 38.72 793,852
Investors Bank Corp. Common
Stock (2 and 3) 234,013 2,129,442 20.63 4,826,518 217,227 1,306,929 9.67 2,099,861
Self-Directed Fund (1) 0 0 11,500 27,550
Certificates of Deposit 794,000 797,292 677,000 680,278
--------- ---------- --------- --------- --------- ----------- --------- ---------
Subtotal of
investments 4,469,763 7,188,834 3,039,963 3,878,460
--------- ---------- --------- --------- --------- ----------- --------- ---------
$4,704,823 7,423,894 $3,146,813 3,985,310
--------- ---------- --------- --------- --------- ----------- --------- ---------
--------- ---------- --------- --------- --------- ----------- --------- ---------
<FN>
(1) Self-Directed Fund contained 1,900 shares of common stock, a
party-in-interest, valued at $27,550 at December 31, 1992.
(2) Party-in-interest.
(3) This investment represents more than 5% of the total net
assets available for plan benefits as of December 31, 1993.
</TABLE>
(Continued)
<PAGE>
6
INVESTORS SAVINGS 401(k) PLAN
(7) UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS
<TABLE>
<CAPTION>
1993 1992 1991
---------- ------- --------
<S> <C> <C> <C>
Beginning of year $ 838,497 570,060 (183,215)
Change in unrealized appreciation
(depreciation) of investments 1,880,574 268,437 753,275
---------- ------- --------
End of year $2,719,071 838,497 570,060
---------- ------- --------
---------- ------- --------
</TABLE>
The above amounts include accrued interest on certificates of deposit of
$3,292, $2,950 and $3,877 at December 31, 1993, 1992 and 1991, respectively.
(8) TAX STATUS
The Internal Revenue Service has issued a determination letter stating that the
Plan, as amended on December 15, 1992 and effective January 1, 1993, meets the
requirements of Section 401(a) of the Internal Revenue Code and is exempt from
federal income tax under Section 501(a) of the Code. It is the Company's
opinion that the Plan and the Trust documents, as amended, continue to qualify
under the Internal Revenue Code. The Company intends to administer the Plan in
a manner which the Company believes will cause the Plan to continue to qualify
under the Internal Revenue Code.
Participants are not taxed currently on the contributions to the Plan or
on income earned by the Plan. Distributions of benefits to participants, their
estates or beneficiaries generally are subject to income tax at the time of
distribution unless, in the case of participants, rolled over to an Individual
Retirement Account or other tax qualified plan. The rate and amount of the tax
will depend on the method and form of the distributions, the employee's age,
length of service and status when distributions are made.
(9) CASH AND CASH EQUIVALENTS
Balances at December 31, 1993 and 1992 consist of investments in the Norwest
Bank Minnesota, N.A. Short Term Investment Fund. Income earned on these funds
was $8,429, $8,976, and $10,088 for the years ended December 31, 1993, 1992
and 1991, respectively.
(Continued)
<PAGE>
7
INVESTORS SAVINGS 401(k) PLAN
(10) RECONCILIATION TO FORM 5500
As of December 31, 1993 and 1992, net assets available for plan benefits in
the accompanying financial statements differ from Form 5500 as filed with
the Internal Revenue Service, as follows:
<TABLE>
<CAPTION>
1993 1992
---------- ---------
<S> <C> <C>
Net assets available for plan benefits per
Form 5500 $7,327,145 4,440,885
Adjustment for benefits payable 536,079 9,171
---------- ---------
Net assets available for plan benefits
per accompanying financial statements $7,863,224 4,450,056
---------- ---------
---------- ---------
</TABLE>
(11) PARTIES-IN-INTEREST
The Plan engages in transactions involving the acquisition or disposition of
units of participation in a commingled investment fund of Norwest Bank
Minnesota, N.A., the Trustee and a party-in-interest with respect to the Plan.
The Plan also engages in transactions involving the acquisition or disposition
of shares of IBC's common stock. These transactions are covered by an exemption
from the "prohibited transactions" provisions of ERISA and the Internal
Revenue Code.
<PAGE>
SCHEDULE I
INVESTORS SAVINGS 401(k) PLAN
Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
Shares Market
or units Cost value
-------- ---------- ---------
<S> <C> <C> <C>
Norwest Bank Minnesota, N.A. (1)
Short Term Investment Fund 235,060 $ 235,060 235,060
Vanguard Fixed Income Securities Fund
Short Term Bond Portfolio 41,952 458,211 457,280
Twentieth Century Select Investors Fund 28,073 1,088,110 1,107,744
Investors Bank Corp. Common Stock (1) 234,013 2,129,442 4,826,518
Certificates of Deposit:
River City Bank, Sacramento, CA,
5.15%, due 08/16/98 100,000 101,917
First USA Delaware,
4.85%, due 01/21/95 100,000 100,148
Cityside Savings,
3.95%, due 01/22/94 99,000 99,337
Security Bank, Harleton, PA,
4.58%, due 07/13/98 99,000 99,227
Independence Bank, Brooklyn, NY,
5.18%, due 07/13/98 99,000 99,256
First Federal Bank of California Savings,
5.15%, due 07/13/94 99,000 99,329
Bank United, FSB, Houston, TX,
4.75%, due 01/23/95 99,000 99,013
J C Penney National Bank,
4.10%, due 01/26/94 99,000 99,065
---------- --------
Total certificates of deposit 794,000 797,292
---------- --------
Participant Loans Receivable (at interest rates from
7.5% to 12.0%) 187,565 187,565
<FN>
(1) Party-in-interest.
</TABLE>
See accompanying independent auditors' report.
<PAGE>
SCHEDULE II
INVESTORS SAVINGS 401(k) PLAN
Reportable Transactions
Year Ended December 31, 1993
Series of transactions which exceed 5% of plan assets:
<TABLE>
<CAPTION>
Number of Total dollar amount
---------------- ------------------- Net gain
Party involved and description of transaction Purchases Sales Purchases Sales (loss)
- - --------------------------------------------- --------- ----- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Norwest Bank, Minnesota, N.A. (1)
Short Term Investment Fund 88 53 $2,786,019 2,707,332 0
Investors Bank Corp. Common Stock (1) 21 6 1,008,301 361,063 175,275
Twentieth Century Investors Select Income Fund 5 1 332,470 13,000 283
<FN>
(1) Party-in-interest
</TABLE>
See accompanying independent auditors' report.
<PAGE>
The Board of Directors
Investors Bank Corp.:
We consent to incorporation by reference in the registration statement
(No. 33-22880) on Form S-8 of Investors Bank Corp. of our report dated
April 13, 1994, relating to the statements of net assets available for
plan benefits of the Investors Savings 401(k) Plan as of December 31,
1993 and 1992 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, 1993 and related schedules, which report appears in the
December 31, 1993 annual report of Form 11-K of Investors Bank Corp.
/s/KPMG Peat Marwick
KPMG Peat Marwick
Minneapolis, MN
June 29, 1994
