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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, 1999.
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OR
{ } TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-16668
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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
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REQUIRED INFORMATION
The audited financial statements required are incorporated herein by reference
from the Financial Statements, December 31, 1999, 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 28, 2000 /s/ Deborah A. Powell
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Deborah A. Powell
Plan Administrator
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WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Financial Statements and
Supplementary Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
Engagement Partner: T.T. Sweet
Concurring Review Partner: J.A. Broderick
Docket No.: 402MAPHL PEAT No.: 10336735
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EXHIBIT 1
WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Financial Statements and
Supplementary Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
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WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Table of Contents
Page
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits,
December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits,
Years ended December 31, 1999, 1998 and 1997 3
Notes to Financial Statements 4
Schedules:
1 Schedule of Assets Held for Investment Purposes,
December 31, 1999 9
2 Schedule of Reportable Transactions, Year ended
December 31, 1999 10
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Independent Auditors' Report
The Participants and Administrator
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, 1999 and 1998, 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, 1999. 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 Plan's net assets available for benefits as of
December 31, 1999 and 1998, and changes in net assets available for each of the
years in the three-year period ended December 31, 1999, 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. The supplemental
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG LLP
June 16, 2000
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WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
1999 1998
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Assets:
Investments (note 3) $14,013,249 14,101,858
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Receivables:
Employer contributions 65,405 51,047
Loans to participants 606,064 645,660
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Total receivables 671,469 696,707
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Net assets available for plan benefits $14,684,718 14,798,565
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The accompanying notes are an integral part of these financial statements.
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WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 226,786 236,959 357,296
Net (depreciation) appreciation in
fair value of investments (1,060,535) (619,263) 5,549,009
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(833,749) (382,304) 5,906,305
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Contributions:
Employer 754,431 616,145 803,838
Participants 697,657 537,143 421,036
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1,452,088 1,153,288 1,224,874
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Transfers from other qualified plans
on behalf of participants -- 34,181 384,153
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Total additions 618,339 805,165 7,515,332
Deductions:
Benefits paid 732,186 3,481,573 1,502,808
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Net (decrease) increase (113,847) (2,676,408) 6,012,524
Net assets available for plan benefits:
Beginning of year 14,798,565 17,474,973 11,462,449
------------ ------------ ------------
End of year $ 14,684,718 14,798,565 17,474,973
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</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
December 31, 1999, 1998 and 1997
(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.
(a) 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.
(b) 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.
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(c) 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 1999. 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:
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.
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, 1999, 1998 and 1997, no
Supplemental Contribution was made.
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.
(d) 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.
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(e) 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 percentages Vested percentages
Year of service as amended Prior to amendment
--------------- ------------------ ------------------
0-1 20% 0%
2 40% 0%
3 60% 20%
4 80% 40%
5 100% 60%
6 -- 80%
7 -- 100%
(f) 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 postsecondary
education of the employee, spouse or dependents.
Hardship withdrawals are subject to applicable withholding taxes.
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(g) 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.
(i) 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.
(2) Summary of Significant Accounting Policies
(a) 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.
(b) 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.
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(c) 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.
(d) 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.
(e) Accounting and Reporting Changes
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position (SOP) 99-3, Accounting
and Reporting of Certain Defined Contribution Plan Investment and
Other Disclosure Matters. SOP 99-3 simplifies the disclosure for
certain investments and is effective for plan years ending after
December 15, 1999, with earlier application encouraged. The Plan
adopted SOP 99-3 during the Plan year ending December 31, 1999.
Accordingly, information previously required to be disclosed about
participant-directed fund investment programs is not presented in
the Plan's 1999 financial statements. The Plan's 1998 financial
statements have been reclassified to conform with the current
year's presentation.
(3) Investments
The following represents investments, at fair value, that are 5% or more
of the Plan's net assets.
December 31,
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1999 1998
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Schwab Institutional Advantage Money Fund $ 953,276 996,001
Strong Government Securities Fund 890,772 951,007
Oakmark Fund 1,141,675 1,460,886
Dreyfus Appreciation Fund 1,902,491 1,712,356
Dreyfus Small Company Value Fund 1,026,846 828,817
WSFS Financial Corporation Common Stock 5,589,116 6,984,367
Vanguard Index 500 1,030,967 491,916
Janus Worldwide Fund 1,478,106 676,508
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Total investments $14,013,249 14,101,858
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<PAGE>
During 1999, 1998 and 1997, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the years)
(depreciated) appreciated in value by $(1,065,550), $(619,263), and
$5,549,009, as follows:
1999 1998 1997
----------- ----------- -----------
Mutual funds $ 764,845 612,055 723,537
Common stock (1,825,380) (1,231,318) 4,825,472
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Total investments $(1,060,535) (619,263) 5,549,009
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(4) Nonparticipant-Directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
December 31,
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1999 1998
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Net assets:
WSFS Financial Corporation Common Stock $ 5,654,511 7,035,414
<TABLE>
<CAPTION>
Years ended
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1999 1998 1997
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<S> <C> <C> <C>
Changes in net assets:
Contributions $ 836,121 682,260 824,329
Interest and dividends 37,506 42,856 --
Net appreciation (1,825,380) (1,231,318) 4,825,472
Transfers from other qualified plans on
behalf of participants -- 7,615 64,656
Benefits paid to participants (158,603) (1,410,037) (712,226)
Transfers to participant-directed investments (270,547) (785,692) (372,817)
----------- ----------- -----------
$(1,380,903) (2,694,316) 4,629,414
=========== =========== ===========
</TABLE>
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(5) 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 event
of a plan termination.
(6) 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 1
WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1999
Shares Fair Value
------ ----------
Schwab Institutional Advantage Money Fund 953,276 $ 953,276
Strong Government Securities Fund 88,158 890,772
Oakmark Fund 41,860 1,141,675
Dreyfus Appreciation Fund 41,515 1,902,491
Dreyfus Small Company Value Fund 45,615 1,026,846
WSFS Financial Corporation common stock 440,735 5,589,116
Vanguard Index 500 6,870 1,030,967
Janus Worldwide Fund 19,250 1,478,106
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Total investments $ 14,013,249
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Loans to participants $ 606,064
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Schedule 2
WSFS FINANCIAL CORPORATION
401(k) SAVINGS AND RETIREMETN PLAN
Schedule of Reportable Transactions
Year ended December 31, 1999
(single transaction or series of transactions in one issue aggregating
5% or more of the market value of plan assets at January 1, 1999)
<TABLE>
<CAPTION>
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:
WSFS Financial Corporation
Common Stock $ 1,149,875 712,545 716,426 3,881 65 132
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