<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, 1998.
------------------
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition period from ________________________ to ___________________
Commission file number 0-16668
----------
A. Full title of the plan and the address of the plan:
WSFS Financial Corporation
401(k) Savings and Retirement Plan
838 Market Street
Wilmington, DE 19899
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
WSFS Financial Corporation
838 Market Street
Wilmington, DE 19899
<PAGE>
REQUIRED INFORMATION
The audited financial statements required are incorporated herein by reference
from the Financial Statements and Supplemental Information, December 31, 1998,
attached as Exhibit 1.
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.
WSFS Financial Corporation
401(k) Savings and Retirement Plan
DATE: June 30, 1999 /s/ VICKI MYODA
-------------------------------------
Vicki Myoda
Plan Administrator
<PAGE>
EXHIBIT 1
WSFS FINANCIAL CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
Financial Statements and Supplemental Information
December 31, 1998
<PAGE>
WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Financial Statements
and
Supplemental Information
Index
Page(s)
-------
Report of Independent Auditors .......................................... 1
Financial Statements:
Statements of Net Assets Available for Benefits.................. 2-3
Statements of Changes in Net Assets Available for Benefits....... 4-6
Notes to Financial Statements.................................... 7-15
Supplemental Information:
Schedule I - Item 27a: Schedule of Assets held for Investment
Purposes............................. 16
Schedule II - Item 27d: Schedule of Reportable Transactions...... 17
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Participants and
Administrator of the
WSFS Financial Corporation
401(k) Savings and Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of the 401(k) Savings and Retirement Plan of WSFS Financial Corporation (the
Plan) as of December 31, 1998 and 1997 and the related statements of changes in
net assets available for benefits for each of the years in the three year period
ended December 31, 1998. 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, financial statements referred to above present fairly, in all
material respects, the Plan's net assets available for benefits as of December
31, 1998 and 1997, and changes in net assets available for each of the years in
the three-year period ended December 31, 1998 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
the schedules of assets held for investment purposes and reportable transactions
is presented for purposes of additional analysis and is not a required part of
the basic financial statements, but is supplemental information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974 (ERISA). 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 benefits and changes in net assets available for benefits of each fund. The
supplemental 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 stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ KPMG LLP
April 27, 1999
Philadelphia, Pennsylvania
<PAGE>
WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Statement of Net Assets Available for Benefits
December 31, 1998
<TABLE>
<CAPTION>
Schwab Strong
Institutional Government Dreyfus Dreyfus Small Janus
Advantage Money Securities Oakmark Appreciation Company Value Worldwide
Fund Fund Fund Fund Fund Fund
--------------- ---------- ------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value.......... $ 996,001 $ 951,007 $1,460,886 $1,712,356 $ 828,817 $ 676,508
Receivables:
Employer contributions and other
Loans to participants...............
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits... $ 996,001 $ 951,007 $1,460,886 $1,712,356 $ 828,817 $ 676,508
========== ========== ========== ========== ========== ==========
WSFS
Vanguard Financial
Index 500 Common Loan
Fund Stock Fund Fund Total
--------- ---------- ------ -------
Assets:
Investments, at fair value.......... $ 491,916 $6,984,367 $ - $14,101,858
Receivables:
Employer contributions and other 51,047 51,047
Loans to participants............... 645,660 645,660
---------- ---------- -------- -----------
Net assets available for benefits... $ 491,916 $7,035,414 $645,660 $14,798,565
========== ========== ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Statement of Net Assets Available for Benefits
December 31, 1997
<TABLE>
<CAPTION>
Schwab Strong
Institutional Government Dreyfus Dreyfus Small Janus
Advantage Money Securities Oakmark Appreciation Company Value Worldwide
Fund Fund Fund Fund Fund Fund
--------------- ---------- ------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value.......... $1,239,532 $ 934,568 $1,590,787 $1,469,158 $1,080,625 $ 595,762
Receivables:
Accrued income ................. 464
Employer contributions and other
Loans to participants ..............
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits... $1,239,996 $ 934,568 $1,590,787 $1,469,158 $1,080,625 $ 595,762
========== ========== ========== ========== ========== ==========
WSFS
Vanguard Financial
Index 500 Common Loan
Fund Stock Fund Fund Total
--------- ---------- ------ -------
Assets:
Investments, at fair value.......... $ 210,631 $9,659,660 $ - $16,780,723
Receivables:
Accrued income ................. 464
Employer contributions and other 70,070 70,070
Loans to participants .............. 623,716 623,716
---------- ---------- -------- -----------
Net assets available for benefits... $ 210,631 $9,729,730 $623,716 $17,474,973
========== ========== ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Schwab Strong Dreyfus Small
Institutional Government Dreyfus Company Janus
Advantage Securities Oakmark Appreciation Value Worldwide
Money Fund Fund Fund Fund Fund Fund
------------- ---------- --------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net realized and unrealized
appreciation (depreciation)
in fair value of investments. $ - $ 17,898 $ 35,331 $ 411,333 $ (62,113) $ 138,258
Interest and dividends......... 52,372 49,451 16,725 8,938 - 2,642
----------- ---------- ---------- ---------- ---------- ---------
52,372 67,349 52,056 420,271 (62,113) 140,900
----------- ---------- ---------- ---------- ---------- ---------
Contributions:
Employer........................ 32,499 7,153 10,178 8,618 8,427 7,653
Employee........................ 69,890 37,744 61,607 69,623 52,618 50,952
----------- ---------- ---------- ---------- ---------- ---------
102,389 44,897 71,785 78,241 61,045 58,605
----------- ---------- ---------- ---------- ---------- ---------
Transfers from other qualified plans
on behalf of participants....... 1,794 5,462 4,213 6,664 1,468 2,473
----------- ---------- ---------- ---------- ---------- ---------
Total additions..................... 156,555 117,708 128,054 505,176 400 201,978
----------- ---------- ---------- ---------- ---------- ---------
Participant withdrawals from
net assets........................ (353,437) (209,239) (376,712) (447,986) (281,666) (157,882)
Interfund transfers and employee
contributions.................... (16,389) 121,377 120,826 188,948 28,963 36,255
Net transfers to loan fund ......... (30,724) (13,407) (2,069) (2,940) 495 395
----------- ---------- ---------- ---------- ---------- ---------
Net increase (decrease)............. (243,995) 16,439 (129,901) 243,198 (251,808) 80,746
Net assets available for benefits
Beginning of year ................ 1,239,996 934,568 1,590,787 1,469,158 1,080,625 595,762
----------- ---------- ---------- ---------- ---------- ---------
End of year ....................... $ 996,001 $ 951,007 $1,460,886 $1,712,356 $ 828,817 $ 676,508
=========== ========== ========== ========== ========== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WSFS
Vanguard Financial
Index 500 Common Loan
Fund Stock Fund Fund Total
--------- ---------- -------- -------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net realized and unrealized
appreciation (depreciation)
in fair value of investments. $ 71,348 $(1,231,318) $ - $ (619,263)
Interest and dividends......... 5,341 42,856 58,634 236,959
---------- ----------- --------- ----------
76,689 (1,188,462) 58,634 (382,304)
---------- ----------- --------- ----------
Contributions:
Employer........................ 4,493 537,124 - 616,145
Employee........................ 49,573 145,136 - 537,143
---------- ----------- --------- ----------
54,066 682,260 - 1,153,288
---------- ----------- --------- ----------
Transfers from other qualified plans
on behalf of participants....... 4,492 7,615 - 34,181
---------- ----------- --------- ----------
Total additions..................... 135,247 (498,587) 58,634 805,165
---------- ----------- --------- ----------
Participant withdrawals from
net assets........................ (133,344) (1,410,037) (111,270) (3,481,573)
Interfund transfers and employee
contributions.................... 290,525 (770,505) - -
Net transfers to loan fund ......... (11,143) (15,187) 74,580 -
---------- ----------- --------- ----------
Net increase (decrease)............. 281,285 (2,694,316) 21,944 (2,676,408)
Net assets available for benefits
Beginning of year ................ 210,631 9,729,730 623,716 17,474,973
---------- ----------- --------- ----------
End of year ....................... $ 491,916 $ 7,035,414 $ 645,660 $14,798,565
========== =========== ========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Schwab Strong Dreyfus Small
Institutional Government Dreyfus Company Janus
Advantage Securities Oakmark Appreciation Value Worldwide
Money Fund Fund Fund Fund Fund Fund
-------------- ---------- --------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net realized and unrealized
appreciation (depreciation)
in fair value of investments.. $ - $ 22,805 $ 46,106 $ 44,824 $ 60,077 $ (38,786)
Interest and dividends......... 29,567 25,154 88,940 13,972 20,349 40,639
--------- ---------- ---------- ---------- ---------- ---------
29,567 47,959 135,046 58,796 80,426 1,853
--------- ---------- ---------- ---------- ---------- ---------
Contributions:
Employer........................ 13,209 5,316 6,458 5,875 6,112 5,239
Employee........................ 22,321 20,683 30,035 34,614 26,592 24,849
--------- ---------- ---------- ---------- ---------- ---------
35,530 25,999 36,493 40,489 32,704 30,088
--------- ---------- ---------- ---------- ---------- ---------
Transfers from other qualified plans
on behalf of participants....... 828 1,870 17,320 18,243 5,382 828
--------- ---------- ---------- ---------- ---------- ---------
Total additions..................... 65,925 75,828 188,859 117,528 118,512 32,769
--------- ---------- ---------- ---------- ---------- ---------
Participant withdrawals from
net assets........................ (93,614) (65,931) (73,142) (77,831) (71,888) (25,782)
Interfund transfers and employee
contributions..................... 1,281,643 926,215 1,487,403 1,447,434 1,033,631 590,353
Net transfers to loan fund ......... (13,958) (1,544) (12,333) (17,973) 370 (1,578)
--------- ---------- ---------- ---------- ---------- ---------
Net increase (decrease)............. 1,239,996 934,568 1,590,787 1,469,158 1,080,625 595,762
Net assets available for benefits
Beginning of year ................ - - - - - -
--------- ---------- ---------- ---------- ---------- ---------
End of year ..................... $1,239,996 $ 934,568 $1,590,787 $1,469,158 $1,080,625 $ 595,762
========== ========== ========== ========== ========== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Large
Vanguard Money Cap Small
Index 500 Market Bond Stock Cap International
Fund Fund Fund Fund Fund Stock Fund
--------- ------- ----- ------ ----- -------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net realized and unrealized
appreciation (depreciation)
in fair value of investments.. $ 7,002 $ - $ 12,050 $ 392,315 $ 105,865 $ 71,279
Interest and dividends......... 2,796 35,082 10,000 - - -
--------- ----------- --------- ---------- ----------- ---------
9,798 35,082 22,050 392,315 105,865 71,279
--------- ----------- --------- ---------- ----------- ---------
Contributions:
Employer........................ 2,808 14,278 5,935 10,350 6,137 4,790
Employee........................ 11,983 28,116 15,538 48,399 29,725 21,183
--------- ----------- --------- ---------- ----------- ---------
14,791 42,394 21,473 58,749 35,862 25,973
--------- ----------- --------- ---------- ----------- ---------
Transfers from other qualified plans
on behalf of participants....... 18,329 35,631 - 221,066 - -
--------- ----------- --------- ---------- ----------- ---------
Total additions..................... 42,918 113,107 43,523 672,130 141,727 97,252
--------- ----------- --------- ---------- ----------- ---------
Participant withdrawals from
net assets........................ (7,602) (66,980) (35,544) (84,824) (67,595) (11,154)
Interfund transfers and employee
contributions..................... 176,331 (1,236,499) (889,570) (2,891,310) (1,041,853) (594,519)
Net transfers to loan fund ......... (1,016) (10,963) (23,904) (24,158) (13,046) (2,547)
--------- ----------- --------- ---------- ----------- ---------
Net increase (decrease)............. 210,631 (1,201,335) (905,495) (2,328,162) (980,767) (510,968)
Net assets available for benefits
Beginning of year ................ - 1,201,335 905,495 2,328,162 980,767 510,968
--------- ----------- --------- ---------- ----------- ---------
End of year ..................... $ 210,631 $ - $ - $ - $ - $ -
========= =========== ========= ========== =========== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WSFS
Financial
Common
Stock Loan
Fund Fund Total
---------- ---- -----
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net realized and unrealized
appreciation (depreciation)
in fair value of investments.. $4,825,472 $ - $5,549,009
Interest and dividends......... - 90,797 357,296
---------- ---------- ----------
$4,825,472 90,797 5,906,305
---------- ---------- ----------
Contributions:
Employer........................ 717,331 - 803,838
Employee........................ 106,998 - 421,036
---------- ---------- ----------
824,329 - 1,224,874
---------- ---------- ----------
Transfers from other qualified plans
on behalf of participants....... 64,656 - 384,153
---------- ---------- ----------
Total additions..................... 5,714,457 90,797 7,515,332
---------- ---------- ----------
Participant withdrawals from
net assets........................ (712,226) (108,695) (1,502,808)
and employees contribution...... (289,259) - -
Net transfers to loan fund ......... (83,558) 206,208 -
---------- ---------- ----------
Net increase (decrease)............. 4,629,414 188,310 6,012,524
Net assets available for benefits
Beginning of year ................ 5,100,316 435,406 11,462,449
---------- ---------- ----------
End of year ..................... $9,729,730 $ 623,716 $17,474,973
========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Money Market Bond Large Cap Small Capital International
Fund Fund Stock Fund Fund Stock Fund
------------ -------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net realized and unrealized
appreciation in fair value of
investments................... $ - $ 20,244 $ 437,665 $ 181,293 $ 44,602
Interest and dividends.......... 66,786 (23) 140 177 313
---------- ---------- ---------- ---------- ---------
66,786 20,221 437,805 181,470 44,915
---------- ---------- ---------- ---------- ---------
Contributions:
Employer........................ 31,399 17,045 26,954 16,916 14,413
Employee........................ 59,479 49,314 122,255 93,459 58,460
---------- ---------- ---------- ---------- ---------
90,878 66,359 149,209 110,375 72,873
---------- ---------- ---------- ---------- ---------
Transfers from other qualified plans
on behalf of participants...... - - 6,166 - -
---------- ---------- ---------- ---------- ---------
Total additions .................... 157,664 86,580 593,180 291,845 117,788
---------- ---------- ---------- ---------- ---------
Participant withdrawals from
net assets...................... (226,291) (128,173) (248,021) (240,178) (94,665)
Interfund transfers and
employee contributions.......... 81,777 (22,143) 189,026 72,354 10,353
Net transfers to loan fund ......... (25,794) (5,688) 3,914 43,174 3,650
---------- ---------- ---------- ---------- ---------
Net increase (decrease)............. (12,644) (69,424) 538,099 167,195 37,126
Net assets available for benefits:
Beginning of year............... 1,213,979 974,919 1,790,063 813,572 473,842
---------- ---------- ---------- ---------- ---------
End of year .................... $1,201,335 $ 905,495 $2,328,162 $ 980,767 $ 510,968
========== ========== ========== ========== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WSFS
Financial
Common Loan
Stock Fund Fund Total
---------- --------- ------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net realized and unrealized
appreciation in fair value of
investments................... $ 409,839 $ - $1,093,643
Interest and dividends.......... 104,380 50,666 222,439
---------- ---------- ----------
514,219 50,666 1,316,082
---------- ---------- ----------
Contributions:
Employer........................ 547,745 - 654,472
Employee........................ 103,645 - 486,612
---------- ---------- ----------
651,390 - 1,141,084
---------- ---------- ----------
Transfers from other qualified plans
on behalf of participants...... 70,748 - 76,914
---------- ---------- ----------
Total additions .................... 1,236,357 50,666 2,534,080
---------- ---------- ----------
Participant withdrawals from
net assets...................... (735,020) (65,655) (1,738,003)
Interfund transfers and
employee contributions.......... (331,367) - -
Net transfers to loan fund ......... (61,058) 41,802 -
---------- ---------- ----------
Net increase (decrease)............. 108,912 26,813 796,077
Net assets available for benefits:
Beginning of year............... 4,991,404 408,593 10,666,372
---------- ---------- ----------
End of year .................... $5,100,316 $ 435,406 $11,462,449
========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Notes to Financial Statements
Note 1 - Description of Plan:
The purpose of the Plan is to encourage and assist employees in following a
systematic savings program suited to their individual long-term financial
objectives. The Plan is subject to the provisions of the Employees Retirement
Income Security Act of 1974 (ERISA). The following description of the WSFS
Financial Corporation 401(k) Savings and Retirement Plan (the "Plan"), provides
only general information. Participants should refer to the Plan Agreement or the
Summary Plan Description for a more complete description of the Plan's
provisions.
Plan Amendment:
Effective July 1, 1997, the Plan was amended to change the Trustee from
Wilmington Trust Company to the Charles Schwab Trust Company. In addition, the
amendment established the WSFS Base Profit-Sharing Contribution to replace the
Discretionary Profit-Sharing Contribution, modified the vesting schedule, and
revised the employer matching contribution program. Each of these amendments is
discussed further in the captions that follow.
Eligibility:
All full- and part-time employees of WSFS Financial Corporation or its
subsidiaries ("the Employers") who were employed on or before June 30, 1993 were
eligible to participate on the first of the month following 90 days of service.
Employees hired after June 30, 1993 are eligible to participate following the
completion of one year of continuous employment, 1,000 hours of service and
attainment of age 21.
Contributions:
Participants may authorize the Employers to make payroll deductions under the
Plan from 1% to 15% of their total compensation not to exceed $10,000 in 1998.
The percentage contribution may be increased, decreased, revoked or resumed at
any time during the year. Such changes are effective as of the next pay period.
Contributions made by participants are credited to their individual accounts and
are made on a pre-tax basis assuming applicable regulations set forth in the
Internal Revenue Code are satisfied.
All contributions made by the Employers on participants' behalf are also on a
pre-tax basis. The Employers' contributions to the Plan are made monthly and
comprise the following:
1. Company Matching Contribution - An employer matching contribution program
was implemented effective July 1, 1993, under which the Company matched 25%
of the employees' contribution up to 6%. This matching contribution program
was amended effective July 1, 1997 such that the Company matches 100% of
the employee's contribution up to 5% of total compensation. The matching
contribution is in the form of WSFS Financial Corporation common stock.
<PAGE>
2. Employer Base Profit Sharing Contribution - Effective July 1, 1993, the
Company implemented a profit sharing program. The program was amended and
effective as of July 1, 1997. The contribution for each eligible
participant is calculated as a fixed percentage of the participant's total
compensation. Prior to that the contribution was calculated on a pro-rata
basis of the Participant's compensation in relation to the total
compensation of all participants. The profit sharing contribution is in the
form of WSFS Financial Corporation common stock and consists of two parts:
o Base Contribution - Awarded quarterly based on the fixed percentage
established at the beginning of the year.
o Supplemental Contribution - Awarded at year-end or shortly thereafter
in the event the Company equaled or exceeded budgeted targets for the
entire year.
For the years ended December 31, 1998 and 1997, no Supplemental
Contribution was made. During the year ended December 31, 1996, the Board
of Directors approved a Supplemental Contribution of $140,000 to the 401(K)
Plan. The contribution was invested in WSFS Financial Corporation common
stock and distributed to the Plan as of December 31, 1996. The distribution
to Plan participants was calculated according to the formula discussed
above.
3. Excess Flexible Benefit Funds - Under the Employers' BeneFlex programs,
employees are provided a fixed amount of funds by the Employer which can be
used to purchase optional employee benefits. In lieu of purchasing such
benefits, employees may direct all or part of these funds to be contributed
to the Plan on their behalf.
Participants' accounts:
Participants' accounts are credited for their contributions and the Employers'
contribution made on their behalf. Participants' accounts are also credited with
an allocation of the earnings or losses of the Plan fund in which each
participant's account is invested based upon the change in unit share price of
all funds and for the money market fund upon the ratio of the account balance to
the total of all participants' account balances in that fund.
<PAGE>
Vesting:
All employee contributions are 100% vested and are not subject to forfeiture for
any reason. Employer contributions which are forfeited by participants reduce
future Employer contributions. Employer's contributions were vested immediately
for employees who enrolled in the Plan prior to June 30, 1993. The Plan's
vesting schedule was amended as of July 1, 1997. The new vesting schedule
applies to all participants who enrolled in the Plan after June 30, 1993. The
table below shows the vesting schedule (old and amended) for employees who
enrolled in the Plan after June 30, 1993.
Vested
Vested Percentages
Year of Percentages Prior to
Service as Amended Amendment
------- ----------- ------------
0-1 20% 0%
2 40% 0%
3 60% 20%
4 80% 40%
5 100% 60%
6 - 80%
7 - 100%
Withdrawals:
Participants' accounts are segregated between pre-January 1, 1988 and
post-January 1, 1988 contributions. Employee contributions made subsequent to
January 1, 1988 are made on a pre-tax basis and withdrawals are subject to tax
and, in certain instances, penalty. Effective January 1, 1993, the Plan is
required to withhold federal income taxes at a flat rate of 20% on the taxable
portion of withdrawals that are not directly rolled over into an Individual
Retirement Account (IRA) or another qualified retirement plan. This withholding
tax does not apply to minimum distributions and annuity payments. Participant
interest payments on loans, which are recorded as earnings, are made on a
post-tax basis.
Under the Plan, participants may request hardship withdrawals of vested
contributions (but not income earned on contributions after December 31, 1988)
which must be approved by the Employee Benefits Committee and can only be made
for one of the following reasons:
1. Purchase of primary residence of the participant
2. Preservation of primary residence
3. Certain medical expenses of a participant or their dependents
4. Tuition for the next semester or quarter of post-secondary education
of the employee, spouse or dependents.
Hardship withdrawals are subject to applicable withholding taxes.
<PAGE>
Loan provision:
Under the Plan, participants may obtain loans up to 50% of their vested account
balance with a minimum loan of $1,000 and a maximum loan of $50,000. The
interest rate on loans is 10%. Interest paid on the loan is added to the
participant's account balance. Loans are secured by the participant's interest
in the Plan.
Investment funds:
Eight investment funds have been established effective July 1, 1997 with Charles
Schwab Trust Company (CSTC or Trustee) for the investment of participant's and
Employer contributions. The Charles Schwab Trust Company replaced the Wilmington
Trust Company as Trustee. The funds offered by CSTC replaced those offered by
Wilmington Trust Company at the time of the change in Trustee.
All contributions are allocated to the investment fund in accordance with the
participant's individual investment election. Participants may elect to invest
in increments of not less than 5% in any of the eight different funds.
Participants may change their investment elections monthly. The Trustee is
authorized to invest and reinvest the contributions allocated to each of the
investment funds, including all sales proceeds, investment income and other
payments received. A general description of the investments maintained in each
fund, per the fund prospectus, is described below.
Funds as of December 31, 1998 are as follows:
Schwab Institutional Advantage Money Fund - This fund is designed for
investors who seek maximum current income consistent with liquidity and
stability of capital. The Fund invests in high-quality, short-term debt
securities; CD's; commercial paper; obligations of, or guaranteed by, the
U.S. government; and repurchase agreements.
Strong Government Securities Fund - This fund invests for a high level of
current income with a moderate degree of share-price fluctuation. It is
designed for long-term investors who want to pursue higher income than
shorter-term securities generally provide. It invests at least 80% if its
total assets in AAA-rated U.S. Government securities and normally maintains
an average maturity between five and ten years. An investment in this Fund
is neither insured nor guaranteed by the U.S. Government.
Oakmark Fund - This fund seeks long-term capital appreciation by investing
primarily in equity securities. Although income is considered in the
selection of securities, the Fund is not designed for investors whose
primary investment objective is income. The fund invests principally in
securities of U.S. issues. However, it may invest up to 25% of its total
assets in non-US issuers.
Dreyfus Appreciation Fund - This fund's primary investment objective is to
provide the investor with long-term capital growth consistent with the
preservation of capital. Current income is a secondary investment
objective. Under normal market conditions, the fund will invest principally
in common stocks of domestic and foreign issues. Typically, the fund will
invest at least 80% of its net assets in common stocks. The Fund may invest
up to 10% of the value of its assets in securities of foreign governments
and foreign companies which are not publicly traded in the United States.
Under adverse market conditions, the fund will invest all of its assets in
money market instruments.
<PAGE>
Dreyfus Small Company Value Fund - This fund's investment objective is
capital appreciation. It seeks to achieve this by investing principally
(65%) in a portfolio of publicly-traded equity securities of domestic and
foreign issuers which are characterized as "value" companies according to
criteria established by the Dreyfus Corporation. In general, companies with
relatively low price to book ratios, low price to earnings ratios, or
higher than average dividend payments in relation to price are "value"
companies.
Janus Worldwide Fund - This fund is a diversified fund that seeks long-term
growth of capital by investing primarily in common stocks of foreign and
domestic issuers of any size. Normally it invests in issuers from at least
five different countries, including the United States. The fund may invest
in fewer than five countries and at times a single country.
Vanguard Index 500 Fund - This fund seeks to match, as closely as possible,
the performance of the Standard & Poor's 500 Composite Stock Price Index,
which emphasizes stocks of large U.S. companies. This portfolio is intended
to be a long-term investment vehicle.
WSFS Financial Common Stock Fund - This fund invests solely in shares of
the common stock issued by WSFS Financial Corporation. This fund was in
place prior to July 1, 1997 and continues to be in use.
The Loan fund is used solely to hold principal and interest payments on
outstanding loans and is not an investment alternative for contributions.
However, amounts paid on outstanding loans are allocated to the available
investment funds in a manner consistent with the participant's individual
investment elections.
Administrative expenses:
Expenses relating to the administration of the Plan are paid by WSFS Financial
Corporation. Costs incurred by the Plan relating to voluntary removal of funds
in the form of loan proceeds or withdrawals are borne by the Plan participants.
Note 2 - Summary of Significant Accounting Policies:
Basis of presentation:
The accompanying financial statements are prepared on the accrual basis of
accounting. Revenues and expenses are recognized when earned or incurred in
accordance with generally accepted accounting principles.
Investment in securities:
Investments in short-term securities are valued at cost which approximates
market. Investments in mutual funds are valued at the net asset value of the
fund which is based on the quoted year-end market value of securities held by
the fund. WSFS Financial Corporation common stock is valued at the year-end
market price.
<PAGE>
Revenue recognition and method of accounting:
The Plan records all transactions on an accrual basis. Investment income is
recorded as earned. The Plan calculates realized gains and losses and unrealized
appreciation and depreciation as the difference between market value and cost;
IRS Form 5500 calculates realized gains and losses and unrealized appreciation
and depreciation as the difference between market value at time of sale and
market value at the prior period year end.
Fund accounting for income:
The mutual funds invest interest and dividend income within the fund to purchase
more fund assets rather than distribute the income among investors in the fund.
<PAGE>
Note 3 - Investments
The following table presents the fair values of investments. The investments in
the funds listed below represent the Plan's undivided interest in the
corresponding mutual funds maintained by the Trustee.
<TABLE>
<CAPTION>
December 31,
1998 1997
------ ------
<S> <C> <C>
Schwab Institutional Advantage Money Fund ...................................... $ 996,001 $ 1,215,328
Cash and cash equivalents ...................................................... - 24,204
----------- -----------
996,001 1,239,532
----------- -----------
Strong Government Securities Fund (1998 - 88,180 units and
1997 - 86,937 units)..................................................... 951,007 934,568
----------- -----------
Oakmark Fund (1998 - 40,695 units and 1997 - 39,366 units) ..................... 1,460,886 1,590,787
----------- -----------
Dreyfus Appreciation Fund (1998 - 40,616 units and
1997 - 45,372 units) .................................................... 1,712,356 1,469,158
----------- -----------
Dreyfus Small Company Value Fund (1998 - 41,814 units and
1997 - 51,287 units) .................................................... 828,817 1,080,625
----------- -----------
Janus Worldwide Fund (1998 - 14,226 units and
1997 - 15,769 units)..................................................... 676,508 595,762
----------- -----------
Vanguard Index 500 Fund (1998 - 4,278 units and
1997 - 2,339 units)...................................................... 491,916 210,631
----------- -----------
WSFS Financial Common Stock Fund:
WSFS Financial Corporation common stock
(1998 - 412,474 shares; and 1997 - 482,983 shares)....................... $ 6,984,367 $ 9,659,660
----------- -----------
Total investments ................................................. $14,101,858 $16,780,723
=========== ===========
</TABLE>
<PAGE>
During the three year period ended December 31, 1998, 1997, and 1996 the Plan's
investments (including investments bought, sold, as well as held during the
year) appreciated (depreciated) in value as follows:
<TABLE>
<CAPTION>
Strong WSFS
Government Dreyfus Dreyfus Small Financial
Securities Oakmark Appreciation Company Value Common
Fund Fund Fund Fund Stock Fund
---------- ---------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
1998
Net realized gain on sales of investments.......... $ 24,658 $ 224,566 $ 69,361 $ 9,462 $ 727,244
Net change in unrealized appreciation
(depreciation) of investments................ (6,760) (189,235) 341,972 (71,575) (1,958,562)
---------- --------- ---------- ----------- -----------
$ 17,898 $ 35,331 411,333 $ (62,113) $(1,231,318)
========== ========= ========== =========== ===========
1997
Net realized gain on sales of investments.......... $ 2,557 $ 5,463 $ 5,134 $ 16,110 $ 155,493
Net change in unrealized appreciation
(depreciation) of investments................ 20,248 40,643 39,690 43,967 4,669,979
----------- --------- ---------- ----------- -----------
$ 22,805 $ 46,106 44,824 $ 60,077 $ 4,825,472
========== ========= ========== =========== ===========
WSFS
Financial
Bond Large Cap Small Capital Common International
Fund Fund Fund Stock Fund Fund
------ --------- ------------- ------------ -------------
1996
Net realized gain on sales of investments.......... $ 23,489 $ 116,497 $ 63,018 $ 337,017 $ 13,719
Net change in unrealized appreciation
(depreciation) of investments................ (3,245) 321,168 118,275 72,822 30,883
---------- ---------- ---------- ---------- -----------
$ 20,244 $ 437,665 $ 181,293 $ 409,839 $ 44,602
========== ========== ========== ========== ===========
Janus Vanguard
Worldwide Fund
Fund Index 500 Total
----------- ----------- ---------
1998
Net realized gain on sales of investments.......... $ 10,076 $ 3,114 $1,068,481
Net change in unrealized appreciation
(depreciation) of investments................ 128,182 68,234 (1,687,744)
---------- ---------- ----------
$ 138,258 $ 71,348 $ (619,263)
========== ========== ==========
1997
Net realized gain on sales of investments.......... $ 795 $ 529 $ 186,081
Net change in unrealized appreciation
(depreciation) of investments................ (39,581) 6,473 4,781,419
---------- ---------- ----------
$ (38,786) $ 7,002 $4,967,500
========== ========== ==========
Total
-------
1996
Net realized gain on sales of investments.......... $ 553,740
Net change in unrealized appreciation
(depreciation) of investments................ 539,903
----------
$1,093,643
==========
</TABLE>
<PAGE>
Note 4 - Income Tax Status:
The Plan administrator has obtained a tax determination letter requesting
exemption from income tax under section 401(k) of the Internal Revenue Code.
Accordingly, no provision for income tax is included in the accompanying
financial statements.
Note 5 - Description of Priorities Upon Plan Termination:
Although WSFS Financial Corporation has not expressed any intention to terminate
the Plan, it may do so at any time. In the event of a termination, each
participant will receive a total distribution equal to their vested share of
each of the funds. All unvested Employer contributions revert to the Employer in
the event of a plan termination.
<PAGE>
Schedule I
WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Item 27a: Schedule of Assets Held for Investment Purposes
at December 31, 1998
(Supplemental Information)
<TABLE>
<CAPTION>
Shares or Current
Face Amount Description of investment Cost Value
- ----------- ------------------------- ------ -------
<S> <C> <C> <C>
987,647 Schwab Institutional Advantage Money Fund ...................... $ 996,001 $ 996,001
----------- -----------
88,180 Strong Government Securities Fund............................... 937,519 951,007
----------- -----------
40,695 Oakmark Fund.................................................... 1,609,478 1,460,886
----------- -----------
40,616 Dreyfus Appreciation Fund ...................................... 1,330,694 1,712,356
----------- -----------
41,814 Dreyfus Small Company Value Fund ............................... 856,424 828,817
----------- -----------
14,226 Janus Worldwide Fund ........................................... 587,908 676,508
----------- -----------
4,278 Vanguard Index 500 Fund ........................................ 417,209 491,916
----------- -----------
412,474 WSFS Financial Common Stock Fund................................ 6,044,591 6,984,367
----------- -----------
Loan Fund:
Loans to participants........................................... 645,660 645,660
----------- -----------
Total........................................................... $13,425,484 $14,747,518
=========== ===========
</TABLE>
<PAGE>
Schedule II
WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Item 27d: Schedule of Reportable Transactions
(Supplemental Information)
(single transaction or series of transactions in one issue aggregating
5% or more of the market value of plan assets at January 1, 1998)
<TABLE>
<CAPTION>
For the Year Ended December 31, 1998
Sales Number of Number of
Name of party and -------------------------------- Purchases and Sales and
Description of assets Purchases Cost Proceeds Gains/(Loss) Issuances Redemption
--------------------- ------------ ------------ ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Series of transactions:
Oakmark Fund $ 645,601 $603,284 $602,597 $ (687) 64 88
Schwab Institutional
Advantage Money Fund $ 344,648 $588,179 $588,179 $ - 176 185
WSFS Common
Stock Fund $ 904,987 $1,576,495 $2,241,099 $664,604 63 106
</TABLE>
