SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) of the SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended December 31, 1995.
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period _______________ to _______________
Commission File No.: 0-17286
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PRIME BANCORP, INC.
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(Exact Name of Issuer as Specified in its Charter)
Pennsylvania 23-2860688
- ------------------------ --------------------------------
(State of Incorporation) (IRS Employer Identification No.)
7111 Valley Green Road, Fort Washington, PA 19034-2209
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(Address of Principal Executive Offices)
Prime Bancorp, Inc. Retirement Savings Plan
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(Full Title of the Plan)
<PAGE>
REQUIRED INFORMATION
Prime Bancorp, Inc. Retirement Savings Plan is subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"). Therefore in lieu of items
1-3 on Form 11-K, the statement of net assets available for plan
benefits as of December 31, 1995 and the related statement of changes in net
assets available for plan benefits for the period ended December 31, 1995 and
the schedule of assets held for investment purposes as of December 31,
1995, which have been prepared in accordance with the financial reporting
requirements of ERISA, are attached hereto as Appendix 1 and incorporated
herein by this reference.
SIGNATURE
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
hereunto duly authorized.
Dated: September 17, 1998 Prime Bancorp, Inc. Retirement
Savings Plan
By: /s/ Harry Dingler, Jr.
------------------------------
Harry Dingler, Jr.
Plan Administrator
<PAGE>
APPENDIX 1
PRIME BANCORP, INC.
RETIREMENT SAVINGS PLAN
Financial Statements
December 31, 1995
(With Independent Auditors' Report Thereon)
<PAGE>
PRIME BANCORP, INC.
RETIREMENT SAVINGS PLAN
Table of Contents
December 31, 1995
- --------------------------------------------------------------------------------
Page
Independent Auditors' Report.............................................. 1
Financial Statements
Statement of Net Assets Available for Plan Benefits
as of December 31, 1995.......................................... 2
Statement of Changes in Net Assets Available for Plan Benefits
as of December 31, 1995.......................................... 3
Notes to Financial Statements............................................. 4 - 8
Schedule 1
Item 27(a) - Schedule of Assets Held for Investment Purpose............. 9
Schedule 2
Item 27(d) - Schedule of Reportable Transactions........................ 10
<PAGE>
Independent Auditors' Report
The Trustees and Administrator
Prime Bancorp, Inc. Retirement Savings Plan:
We have audited the accompanying statement of net assets available for plan
benefits of the Prime Bancorp, Inc. Retirement Savings Plan as of December 31,
1995 and the related statement of changes in net assets available for plan
benefits for the year then ended. 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 audit.
We conducted our audit 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 audit provides 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 Plan
as of December 31, 1995, and the changes in net assets available for plan
benefits for the year then ended, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as whole. The supplementary information included in
Schedules 1 and 2 is presented for purposes of additional analysis and is not a
required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statement of net assets available for benefits
and the statement of changes in net assets available for benefits 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. Such supplementary information and fund information have
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly presented in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG Peat Marwick LLP
Philadelphia, PA
June 1, 1998
<PAGE>
PRIME BANCORP, INC. RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
Statement of Net Assets Available for Plan Benefits
December 31, 1995
- -----------------------------------------------------------------------------------------------
Growth
and Prime
Growth Income Certificates Common Bond Participant
Funds Funds of Deposit Stock Funds Loans Total
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments at fair value
AIM Value Fund 144,647 - - - - - 144,647
Dreyfus Short Interest
Government Fund - - - - 50,371 - 50,371
Participant Loans - - - - - 4,977 4,977
Prime Bancorp, Inc.
common stock - - - 2,020,294 - - 2,020,294
Prime Bank Certificates
of Deposit - - 791,702 - - - 791,702
Vanguard Wellington Fund - 140,324 - - - - 140,324
- ------------------------------------------------------------------------------------------------
Total investments 144,647 140,324 791,702 2,020,294 50,371 4,977 3,152,315
- ------------------------------------------------------------------------------------------------
Receivables:
Employer's
contribution 1,810 1,853 6,280 10,485 1,124 - 21,552
Participants'
contribution 2,708 2,772 9,395 15,685 1,681 - 32,241
Other 289 296 1,002 1,674 179 - 3,440
- --------------------------------------------------------------------------------------------------
Total receivables 4,807 4,921 16,677 27,844 2,984 - 57,233
- ---------------------------------------------------------------------------------------------------
Net assets available
for plan benefits $149,454 145,245 808,379 2,048,138 53,355 4,977 3,209,548
- ---------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
PRIME BANCORP, INC. RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1995
- ------------------------------------------------------------------------------------------------
Growth
and Prime
Growth Income Certificates Common Bond Participant
Funds Funds of Deposit Stock Funds Loans Total
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net
assets attributable to:
Net realized
and unrealized
appreciation $ 14,141 16,285 - 434,589 1,323 - 466,338
Dividend Income 7,145 4,871 - 58,170 - - 70,186
Interest income - - 50,699 - 1,732 - 52,431
- --------------------------------------------------------------------------------------------------
Net investment
income 21,286 21,156 50,699 492,759 3,055 - 588,955
- --------------------------------------------------------------------------------------------------
Contributions:
Employer 28,961 30,818 70,493 160,523 14,586 - 305,381
Participants 23,378 24,084 56,205 118,251 11,811 - 233,729
- ---------------------------------------------------------------------------------------------------
Total contributions 52,339 54,902 126,698 278,774 26,397 - 539,110
- ----------------------------------------------------------------------------------------------------
Rollovers 819 3,270 3,277 4,913 - - 12,279
- ----------------------------------------------------------------------------------------------------
Total additions 74,444 79,328 180,674 776,446 29,452 - 1,140,344
- ----------------------------------------------------------------------------------------------------
Reductions in
net assets
attributable to:
Withdrawals (3,333) (2,723) (116,437) (106,590) (1,469) - (230,552)
- -----------------------------------------------------------------------------------------------------
Total reductions (3,333) (2,723) (116,437) (106,590) (1,469) - (230,552)
- -----------------------------------------------------------------------------------------------------
Total Inter-fund
Transfers,
including new
loans 46,479 35,044 (17,724) (81,276) 12,500 4,977 -
- -------------------------------------------------------------------------------------------------------
Net increase 117,590 111,649 46,513 588,580 40,483 4,977 909,792
Net assets available
for plan benefits
Beginning of year 31,864 33,596 761,866 1,459,558 12,872 - 2,299,756
- -------------------------------------------------------------------------------------------------------
End of year $ 149,454 145,245 808,379 2,048,138 53,355 4,977 3,209,548
- --------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
PRIME BANCORP, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1995
- --------------------------------------------------------------------------------
(1) Description of Plan
The following description provides only general information of the Prime
Bancorp, Inc. (the Company) Retirement Savings Plan (the Plan) which became
effective July 1, 1984. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
General
The Plan is a salary reduction plan, also called a "401(k) plan", covering all
full and part-time employees of the Company, who have completed one year of
service and attained age twenty-one. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Each year, participants may contribute up to 15% of pretax annual compensation,
as defined in the Plan, up to a maximum of $9,240. The Company may contribute
a matching contribution based on the amount of the participant's elected salary
reduction. Currently the Company matches 66 2/3% on the first 6% of the
participant's compensation. Additional amounts may be contributed at the option
of the Company's board of directors. Discretionary contributions amounted to
$241,000 in 1995.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocation of (i) the Company's contribution and (ii) Plan earnings. Allocations
are based on participant earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's matching and discretionary contribution
portion of their accounts plus actual earnings thereon is based on years of
continuous service. A participant is 100% vested after five years of credited
service.
Investment Options
Upon enrollment in the Plan, a participant may direct employee contributions in
any of the following investment options:
4
<PAGE>
PRIME BANCORP, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
- --------------------------------------------------------------------------------
(1) Investment Options Continued
Growth Funds - The growth funds include the Kaufmann Fund and the Neuberger &
Berman Focus Fund which aim for capital appreciation by investing in a broad
range of companies that are perceived to be undervalued and undergoing positive
changes or turnarounds.
Growth & Income Funds - The growth & income funds include the Vanguard
Wellington Fund and the Neuberger & Berman Guardian Fund which seek long-term
capital growth, current income and growth of income. The funds typically
invest in securities (stocks and bonds) of dividend-paying companies with the
potential for earnings growth.
Prime Bank Certificates of Deposit - Interest bearing certificates issued by
the Bank at terms ranging from 6 months to 60 months.
Prime Bancorp, Inc. Common Stock - Seeks long-term capital growth, current
income and growth of income. If monies available from contributions are
insufficient to purchase a whole share of Prime Bancorp, Inc. common stock,
such amount is invested on a short-term basis in a money market fund, which
emphasizes liquidity and preservation of capital by investing in short-term
debt instruments (maturing in one year or less). The money market fund is not
a direct participant investment option.
Bond Funds - The bond funds include the Benham GNMA Income Fund and the Dreyfus
Short Interest Government Fund which seek high income consistent with a high
degree of principal stability by investing primarily in short-term, high
quality bonds (rated AAA or AA).
Participants may change their investment options quarterly.
Loan Fund
Participants may borrow from their fund accounts any amount up to a maximum
equal to the lesser of (i) $50,000 or (ii) 50% of their vested account balance.
Loan transactions are treated as a transfer to (from) the various investment
funds from (to) the participants' Loan Fund. Loan terms range from 1-5 years
except for the purchase of a primary residence, for which the range is 1-25
years. The loans are secured by the balance in the participant's account and
bear interest at a rate commensurate with local prevailing rates as determined
quarterly by the Loan Committee. Principal and interest is paid ratably
through bi-weekly payroll deductions.
5
<PAGE>
PRIME BANCORP, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
- --------------------------------------------------------------------------------
(1) Continued
Payment of Benefits
On termination of service due to death, disability or retirement, a participant
may elect to receive either a lump-sum amount equal to the value of the
participant's vested interest in his or her account, or annual installments
over 5 years, 10 years or life. For termination of service due to other
reasons, a participant may receive the value of the vested interest in his or
her account as a lump-sum distribution.
Forfeited Accounts
Forfeited non-vested accounts may be used to reduce future employer
contributions. There were no material forfeited non-vested accounts in 1995.
Rollovers
Participants are permitted to deposit into the Plan, distributions received
from other qualified plans (i.e., rollovers). Rollovers from other plans are
allocated to the various funds based on the participant's direction.
Participants are 100% vested in these rollovers.
Administrative Fees
All administrative expenses incurred by the Plan are paid for by the Company.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan are prepared under the accrual method of
accounting. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Investments in non-dollar mutual funds are carried at fair value, measured by
net asset value reported by the respective mutual funds. The value of units of
the mutual funds is based on the underlying fair value of the investments
within the funds. The money market fund is valued at amortized cost which
approximates fair value. Prime Bancorp, Inc. Common Stock is stated at fair
value based on quoted
6
<PAGE>
PRIME BANCORP, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
- --------------------------------------------------------------------------------
(2) Investment Valuation and Income Recognition Continued
market price. The certificates of deposit are carried at par which approximates
fair value. Employee loans are stated at their unpaid principal balance which
approximates fair value.
Securities transactions are recognized on the trade date. Realized gains and
losses on investments are determined by the weighted average method. Changes in
unrealized appreciation (depreciation) are included in investment income.
Payment of Benefits
Benefits are recorded when paid.
(3) Investments
<TABLE>
<CAPTION>
Investments as of December 31, 1995 are as follows:
Historical Fair
Cost Value
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
AIM Value Fund, 5,395 shares $ 125,761 144,647
Dreyfus Short Interest Government Fund, 4,538 shares 48,768 50,371
Prime Bancorp, Inc. Common Stock, 99,768 shares 1,121,638 2,020,294
Prime Bank Certificates of Deposit, $791,702 par value 791,702 791,702
Vanguard Wellington Fund, 5,744 shares 122,205 140,324
Participant loans, with interest rates ranging from
7% to 10% and maturity dates ranging from
2/14/97 to 7/30/23 4,977 4,977
- --------------------------------------------------------------------------------------------------------
Total Investments $ 2,215,051 $ 3,152,315
- ---------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
PRIME BANCORP, INC. RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
- -------------------------------------------------------------------------------
(3) Continued
<TABLE>
<CAPTION>
The change in unrealized appreciation of investment securities for 1995 was:
<S> <C> <C>
Unrealized appreciation at December 31, 1995 $ 937,264
Unrealized appreciation at December 31, 994 538,303
- -----------------------------------------------------------------------------------------
Change in unrealized appreciation for 1995 $ 398,961
- ------------------------------------------------------------------------------------------
</TABLE>
Listed below is the aggregate historical cost, aggregate proceeds and the net
gain or loss arising from transactions, excluding money market accounts for the
year ended 1995.
<TABLE>
<CAPTION>
1995
Aggregate Aggregate
historical cost proceeds Net Gain
-----------------------------------------
<S> <C> <C> <C>
Sales of investment securities including
Prime Bancorp, Inc. Common Stock $ 121,640 189,017 67,377
- -----------------------------------------------------------------------------------------------------
</TABLE>
(4) Income Tax Status
The plan administrator and the plan sponsor believe that the Plan is designed
and is currently being operated in compliance with the applicable sections of
the Internal Revenue Code. Accordingly, no provision for income tax is
included in the accompanying financial statements.
(5) Description of Priorities Upon Plan Termination
Although the Company has not expressed any intention of terminating the Plan,
it may do so at any time. Upon termination, all amounts credited to the
participant accounts will become 100% vested. A reduction in the value of the
participant account would occur if market value losses, surrender charges or
deferred sales charges are incurred when Plan investments are liquidated for
distribution.
8
<PAGE>
PRIME BANCORP, INC. RETIREMENT SAVINGS PLAN Schedule 1
<TABLE>
<CAPTION>
Item 27a--Schedule of Assets Held for Investment Purposes
December 31, 1995
- -----------------------------------------------------------------------------------------
Historical Current
Cost value
- -----------------------------------------------------------------------------------------
<S> <C> <C>
AIM Value Fund $ 125,761 $ 144,647
Dreyfus Short Interest Government Fund, 4,538 units 48,768 50,371
Prime Bancorp, Inc. Common Stock, 99,768 1,121,638 2,020,294
Prime Bank Certificates of Deposit, 791,702 units 791,702 791,702
Vanguard Wellington Fund, 5,744 units 122,205 140,324
- ------------------------------------------------------------------------------------------
Participant loans, with interest rates ranging from 7%
to 10%, and maturity dates ranging from 1/31/95 to
7/30/23 4,977 4,977
- ------------------------------------------------------------------------------------------
Total investments $2,215,051 $3,152,315
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
PRIME BANCORP, INC. RETIREMENT SAVINGS PLAN Schedule 2
Item 27d--Schedule of Reportable Transactions
<TABLE>
<CAPTON>
Year Ended December 31, 1995
- --------------------------------------------------------------------------------------------
Reportable transactions during the year ended December 31, 1995 were:
Purchases
Shares Amount
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Prime Bancorp, Inc. Common Stock 21,419 $389,462
Prime Bank Certificates of Deposit 129,973 129,973
- ---------------------------------------------------------------------------------------------
Sales
Realized
Shares Cost Proceeds Gain/(Loss)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Prime Bancorp, Inc. Common Stock 10,151 159,885 197,633 37,748
Prime Bank Certificates of Deposit 134,160 134,160 134,160 -
- ---------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
The Board of Directors
Prime Bancorp, Inc.:
We consent to incorporation by reference in the registration statements (Nos.
333-57637 and 33-33307) on Form S-8 of Prime Bancorp, Inc. of our report dated
June 1, 1998, relating to the statements of net assets available for plan
benefits of Prime Bancorp, Inc. Retirement Savings Plan as of December 31,
1995, and the related statements of changes in net assets available for plan
benefits for the period ended December 31, 1995, which report appears in the
December 31, 1995 annual report on Form 11-K of Prime Bancorp, Inc.
/s/ KPMG Peat Marwick LLP
Philadelphia, PA 19103
September 17, 1998
