<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED].
For the year ended December 31, 1995.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ______________ to ______________
Commission file number _________________
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below: BSB Bank & Trust Company 401(k)
-------------------------------
Savings Plan in RSI Retirement Trust.
- ------------------------------------
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office: BSB Bancorp, Inc., 58-68
------------------------
Exchange Street, Binghamton, NY 13902.
- --------------------------------------
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REQUIRED INFORMATION
(A) Financial Statements:
The Plan's financial statements and schedules prepared in accordance
with the financial reporting requirements of ERISA are filed as an exhibit to
this Annual Report on Form 11-K.
(B) Other Exhibit:
Consent of Coopers&Lybrand L.L.P.
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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
hereunto duly authorized.
BSB Bank & Trust Company 401(k)
Savings Plan in RSI Retirement Trust
Date: July 1, 1996 By: Patricia A. Phelps
------------------
Name: Patricia A. Phelps
Title: Vice President - Human
Resources
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BSB BANK & TRUST COMPANY
401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
REPORT ON AUDITED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995
<PAGE>
BSB BANK & TRUST COMPANY
401(k) Savings Plan in RSI Retirement Trust
<TABLE>
<CAPTION>
Index
<S> <C>
PAGE
Independent Auditors' Report....................................... 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits,
December 31, 1995 and 1994...................................... 3-4
Statements of Changes in Net Assets Available for Plan Benefits,
Year Ended December 31, 1995.................................... 5
Notes to Financial Statements..................................... 6-9
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes........ 10
Item 27d - Schedule of Reportable Transactions.................... 11
</TABLE>
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COOPERS&LYBRAND L.L.P.
Independent Auditors' Report
Mrs. Patricia A. Phelps, Plan Administrator
BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Binghamton, New York
We have audited the accompanying statements of net assets available for benefits
of BSB Bank & Trust Company 401(k) Savings Plan in RSI Retirement Trust (the
"Plan") as of December 31, 1995 and 1994 and the related statement of changes in
net assets available for benefits for the year ended December 31, 1995. 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 of 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 benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the year ended December 31, 1995 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 schedules of assets
held for investment purposes and of reportable transactions are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are 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 statements 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. 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.
Syracuse, New York
May 31, 1996
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BSB BANK & TRUST COMPANY
401(k) Savings Plan in RSI Retirement Trust
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1995
<TABLE>
<CAPTION>
FUND INFORMATION
Retirement Emerging
System Core Growth Value Actively Inter- Short-term BSB
Group Equity Equity Equity Managed mediate Investment Stock
Stock Fund Fund Fund Bond Bond Fund Fund
Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
RSI Retirement Trust Funds $1,886,334 $943,302 $515,840 $375,837 $360,946 $996,770
Common Stock $6,032 $407,063
Cash and cash equivalents 36,342
Loans receivable
---------- ---------- -------- -------- -------- -------- -------- ---------
Net assets available
for plan benefits $ 6,032 $1,886,334 $943,302 $515,840 $375,837 $360,946 $996,770 $ 443,405
========== ========== ======== ======== ======== ======== ======== =========
<CAPTION>
Inter-
national
Equity Participant
Fund Loan Fund Total
<S> <C> <C> <C>
Investments:
RSI Retirement Trust Funds $94,324 $5,173,353
Common Stock 413,095
Cash and cash equivalents 36,342
Loans receivable $184,019 184,019
--------- -------- --------
Net assets available
for plan benefits $94,324 $184,019 $5,806,809
========= ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BSB BANK & TRUST COMPANY
- ------------------------
401(k) Savings Plan in RSI Retirement Trust
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1994
<TABLE>
<CAPTION>
FUND INFORMATION
Retirement Emerging Inter-
System Core Growth Value Actively Inter- Short-term BSB national
Group Equity Equity Equity Managed mediate Investment Stock Equity
Stock Fund Fund Fund Bond Fund Bond Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
RSI Retirement Trust Funds $1,465,830 $575,672 $377,230 $318,444 $319,651 $815,909 $29,308
Common Stock $6,559 $ 226,954
Cash and cash equivalents 13,462
Loans receivable
--------- ---------- -------- -------- -------- -------- -------- ---------- -------
Net assets available
for plan benefits $6,559 $1,465,830 $575,672 $377,230 $318,444 $319,651 $815,909 $ 240,416 $29,308
========= ========== ======== ======== ======== ======== ======== ========== =======
<CAPTION>
Participant
Loan Fund Total
<S> <C> <C>
Investments:
RSI Retirement Trust Funds $3,902,044
Common Stock 233,513
Cash and cash equivalents 13,462
Loans receivable $171,135 171,135
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Net assets available
for plan benefits $171,135 $4,320,154
========= ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BSB BANK & TRUST COMPANY
401(k) Savings Plan in RSI Retirement Trust
<TABLE>
<CAPTION>
Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information
Year Ended December 31, 1995
(with Comparative Totals for 1994)
FUND INFORMATION
---------------------------------------------------------------------------------------------------
Retirement Emerging
System Core Growth Value Actively Inter- Short-Term BSB
Group Equity Equity Equity Managed mediate Investment Stock
Stock Fund Fund Fund Bond Fund Bond Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Addition:
Employer contributions $ 64,505 $ 30,577 $ 19,236 $ 14,174 $ 10,045 $ 36,962 $ 28,048
Participant
contributions 147,345 72,036 47,904 31,111 24,593 109,609 59,617
Net appreciation
(depreciation)
in fair value of
investments $ 18 547,586 258,328 131,202 55,249 44,163 48,634 85,701
Interest on loans
Transfers (203,546) 53,219 (24,118) (87) (16,153) 123,003 46,075
--------- ---------- -------- -------- -------- -------- -------- ------
18 555,890 414,160 174,224 100,447 62,648 318,208 219,441
Deductions
Benefits paid to
participants (545) (135,386) (46,530) (35,614) (43,054) (21,353) (137,347) (16,452)
Net additions (527) 420,504 367,630 138,610 57,393 41,295 180,861 202,989
Net assets available for
plan benefits, beginning
of year 6,559 1,465,830 575,672 377,230 318,444 319,651 815,909 240,416
--------- ---------- -------- -------- -------- -------- -------- --------
NETS ASSETS AVAILABLE
FOR PLAN BENEFITS, END
OF YEAR $ 6,032 $1,886,334 $943,302 $515,840 $375,837 $360,946 $996,770 $443,405
========= ========== ======== ======== ======== ======== ======== ========
<CAPTION>
Inter-
national
Equity Participant 1995 1994
Fund Loan Fund Total Total
<S> <C> <C> <C> <C>
Addition:
Employer contributions $10,158 $ 213,705 $ 194,324
Participant
contributions 30,628 522,843 534,677
Net appreciation
(depreciation)
in fair value of
investments 10,048 1,180,929 41,511
Interest on loans $ 10,613 10,613 9,085
Transfers 19,336 2,271
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70,170 12,884 1,928,090 779,597
Deductions
Benefits paid to
participants (5,154) (441,435) (161,641)
Net additions 65,016 12,884 1,486,655 617,956
Net assets available for
plan benefits, beginning
of year 29,308 171,135 4,320,154 3,702,198
------- -------- ---------- ---------
NETS ASSETS AVAILABLE
FOR PLAN BENEFITS, END
OF YEAR $94,324 $184,019 $5,806,809 $4,320,154
======= ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements included herein have been prepared on an accrual
basis of accounting in accordance with generally accepted accounting
principles.
The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on these investments.
INVESTMENT VALUATION
The Plan's investments are stated at fair value. Retirement trust funds
represent participation in the RSI Retirement Trust Funds and are valued by
the trust based upon the market value of each fund's underlying securities.
BSB Bancorp, Inc. and RSI System Group Inc. common stock is valued at its
quoted market price. Participant loans receivable are valued at cost which
approximates market.
ADMINISTRATIVE EXPENSES
The Company pays the ordinary administrative expenses of the Plan and
compensation of the Trustees to the extent required.
2. PLAN DESCRIPTION
The following description of the BSB Bank & Trust Company 401(k) Savings
Plan in RSI Retirement Trust provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering all full-time employees of
the Company who have one year of service and are age twenty-one or older.
The Plan was established on April 1, 1986 and is subject to the provisions
of the Employee Retirement Income and Security Act of 1974 (ERISA).
CONTRIBUTIONS
Each year the Company contributes 100% of the participant's contribution up
to two percent of the participant's compensation and 50% up to the next two
percent of the participant's compensation.
<PAGE>
BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
NOTES TO FINANCIAL STATEMENTS
2. PLAN DESCRIPTION (CONTINUED)
CONTRIBUTIONS (CONTINUED)
Participants may contribute not less than one percent nor greater than ten
percent of their compensation up to a maximum of $9,240 per year.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution
and allocation of (a) the Company's contribution, and (b) 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 account.
VESTING
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Vesting in the remainder of their accounts is based
on years of continuous service. A participant is 100% vested after five
years of credited service.
FORFEITURES
The portion of the matching contributions and earnings thereon for which a
participant is not vested is forfeited upon termination of employment with
the Company. The value of any forfeitures is used to offset part of the
Company's future contributions.
PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive either a lump-
sum amount equal to the value of his or her account, or annual installments
over a period not to exceed 20 years.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of plan
termination, participants will become 100% vested in their accounts.
3. TAX STATUS
The trust established under the Plan to hold the Plan's assets is qualified
pursuant to the appropriate section of the Internal Revenue Code, and,
accordingly, the trust's net investment income is exempt from income taxes.
The Plan has obtained a favorable tax determination letter from the Internal
Revenue Service and the Plan sponsor believes that the Plan continues to
qualify and to operate as designed.
<PAGE>
BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENTS
Investments are held within various Common Funds maintained by Retirement
System Group Inc.
Participants may choose between eight investment vehicles offered by the
Plan (The Retirement System Group, Inc. stock fund is closed to future
participant contributions or transfers). RSI Retirement Trust describes
these funds as follows:
Core Equity Fund - This fund invests in a broadly diversified group of
----------------
higher quality, large capitalization companies aimed at sustainable growth
in earnings and dividends.
Emerging Growth Equity Fund - This fund's assets are invested primarily in
---------------------------
stocks of smaller companies aimed at higher-than-average earnings and
dividend growth potential.
Value Equity Fund - This fund is targeted at stocks of financially sound
-----------------
companies that are selling at low market valuations based on
price/earnings ratios.
Actively Managed Bond Fund - This fund's assets must have at least 65%
--------------------------
invested in securities issued or backed by the United States government.
Intermediate-term Bond Fund - This fund invests in high quality fixed
---------------------------
income vehicles that mature within 10 years or have expected average lives
of 10 years or less.
Short-term Investment Fund - This fund is invested in high quality, money
--------------------------
market instruments with a maximum average maturity of one year.
International Equity Fund - This fund invests in stocks of companies
-------------------------
headquartered in foreign countries that appear to be selling at
"undervalued" prices based on price/earnings ratios.
Employer Stock Fund - This fund invests in BSB Bancorp Inc. common stock.
-------------------
<PAGE>
BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
NOTES TO FINANCIAL STATEMENTS
5. UNITS AND UNIT VALUE
Units And Net Asset Value Per Unit Assigned To Participants During And For The
Year Ended December 31, 1995 Were As Follows For The Separate Accounts That Are
Utilized By The Trustee:
<TABLE>
<CAPTION>
Retirement Emerging Inter
System Core Growth Value Actively Inter- Short-term BSB national
Group Equity Equity Equity Managed mediate Investment Stock Equity
Stock Fund Fund Fund Bond Fund Bond Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 1, 1995:
Units 1,874 41,349 15,458 14,509 12,172 12,634 43,961 7,826 797
Unit value $ 3.50 $ 35.45 $ 37.24 $ 26.00 $ 26.16 $ 25.30 $ 18.56 $ 29.00 $36.77
March 31, 1995:
Units 1,810 40,680 15,897 14,737 12,034 12,517 43,432 9,425 1,456
Unit Value $ 3.50 $ 38.27 $ 39.90 $ 28.49 $ 27.40 $ 26.38 $ 18.81 $ 18.67 $35.91
June 30, 1995:
Unit 1,767 37,444 16,183 15,025 12,167 12,566 50,472 9,754 1,770
Unit Value $ 3.51 $ 43.10 $ 44.95 $ 30.37 $ 29.09 $ 27.62 $ 19.07 $ 20.00 $36.74
September 30, 1995:
Unit 1,758 38,519 16,794 15,500 11,775 12,551 51,387 10,419 2,008
Unit Value $ 3.51 $ 46.71 $ 52.58 $ 32.63 $ 29.58 $ 28.00 $ 19.31 $ 20.83 $40.25
December 31, 1995:
Unit 1,719 37,962 17,735 14,810 12,206 12,515 50,960 16,447 2,281
Unit Value $ 3.51 $ 49.69 $ 53.19 $ 34.83 $ 30.79 $ 28.84 $ 19.56 $ 24.75 $41.35
</TABLE>
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
INVESTMENT COST FAIR VALUE
<S> <C> <C>
BSB Bancorp Common Stock Fund:
Cash $ 309 $ 309
Collective Trust Short-term Investment 36,033 36,033
Common Stock 318,264 407,063
---------- ----------
354,606 443,405
RSI Retirement Trust Funds:
Core Equity Fund 957,403 1,886,334
Emerging Growth Fund 731,551 943,302
Value Equity Fund 443,270 515,840
International Equity Fund 79,246 94,324
Intermediate-term Bond Fund 345,051 360,946
Actively Manage Bond Fund 357,283 375,837
Short-term Investment Fund 996,260 996,770
Retirement System Group Inc. common stock 8,437 6,032
Participant loans 184,019 184,019
---------- ----------
$4,457,126 $5,806,809
========== ==========
</TABLE>
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1995
Single transactions in excess of 5% of the current value of total plan assets.
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSET ON
NUMBER OF PURCHASE NUMBER OF SELLING TRANSACTION
DESCRIPTION OF ASSETS PURCHASES PRICE SALES PRICE DATE
<S> <C> <C> <C> <C> <C>
Core Equity Fund 1 $286,422 $286,422
Core Equity Fund 1 $413,505 $413,505
Short-term Investment Fund 1 $328,364 $328,364
Short-term Investment Fund 1 $196,137 $196,137
Emerging Growth Equity Fund 1 $225,709 $225,709
</TABLE>
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Coopers&Lybrand L.L.P.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 (File No., 33-92138) of BSB Bancorp, Inc., pertaining to the BSB Bank &
Trust Company 401(k) Savings Plan in RSI Retirement Trust (the "Plan"), on our
report dated May 31, 1996, on our audits of the financial statements of the Plan
as of December 31, 1995 and 1994, and for the year ended December 31, 1995,
included in the Plan's Annual Report on Form 11-K.
Syracuse, New York
June 26, 1996
