<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 115 (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 FISCAL YEAR ENDED DECEMBER 31, 1996
--------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 BK AND
----------
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, NEW YORK 13901
-------------------------------------------------------
REQUIRED INFORMATION
A. FINANCIAL STATEMENTS:
THE PLAN'S FINANCIAL STATEMENTS AND SCHEDULES
PREPARED IN ACCORDANCE WITH THE FINANCIAL REPORTING
REQUIREMENT 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.
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 CO. 401 (K)
SAVINGS PLAN IN RSI RETIREMENT TRUST
BY: PATRICIA A. PHELPS
-----------------------
NAME: PATRICIA A. PHELPS
DATE: JUNE 30, 1997 TITLE: ADMINISTRATIVE VICE PRESIDENT-
HUMAN RESOURCES
<PAGE>
BSB BANK & TRUST COMPANY
401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
REPORT ON AUDITED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1996
<PAGE>
BSB BANK & TRUST COMPANY
401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
INDEX PAGE
Independent Auditors' Report......................................... 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits,
December 31, 1996 and 1995..................................... 2-3
Statement of Changes in Net Assets Available for Plan Benefits,
Year Ended December 31, 1996 .................................. 4
Notes to Financial Statements.................................... 5-8
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes....... 9
Item 27d - Schedule of Reportable Transactions................... 10
<PAGE>
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 as of
December 31, 1996 and 1995 and the related statement of changes in net assets
available for benefits for the year ended December 31, 1996. 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, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996 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 2, 1997
1
<PAGE>
BSB BANK AND TRUST COMPANY
401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
December 31, 1996
<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 Fund Bond Fund Fund Fund
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
RSI Retirement Trust Funds $2,446,725 $1,376,154 $772,203 $322,614 $314,747 $836,225
Common Stock $6,084 $535,134
Cash and cash equivalents 43,263
Loans receivable
------ ---------- ---------- -------- -------- -------- -------- --------
Net assets available
for plan benefits $6,084 $2,446,725 $1,376,154 $772,203 $322,614 $314,747 $836,225 $578,397
====== ========== ========== ======== ======== ======== ======== ========
<CAPTION>
-------------------------------------
Inter-
national
Equity Participant
Fund Loan Fund Total
-------------------------------------
Investments:
<S> <C> <C> <C>
RSI Retirement Trust Funds $178,547 $6,247,215
Common Stock 541,218
Cash and cash equivalents 43,263
Loans receivable $208,748
208,748 208,748
--------- -------- ----------
Net assets available
for plan benefits $178,547 $208,748 $7,040,444
======== ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<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, 1995
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------------------------------
Retirement Emerging
System Core Growth Value Actively Inter- Short-Term
Group Equity Equity Equity Managed mediate Investment
Stock Fund Fund Fund Bond Fund Bond Fund Fund
---------------------------------------------------------------------------------------------
Investments:
<S> <C> <C> <C> <C> <C> <C> <C>
RSI Retirement Trust Funds $1,886,334 $943,302 $515,840 $375,837 $360,946 $996,770
Common Stock $6,032
Cash and cash equivalents
Loans receivable
------ ---------- -------- -------- ---------- -------- --------
Net assets available
for plan benefits $6,032 $1,886,334 $943,302 $515,840 $375,837 $360,946 $996,770
====== ========== ======== ======== ======== ======== ========
<CAPTION>
---------------------------------------------
Inter-
BSB national
Stock Equity Participant
Fund Fund Loan Fund Total
---------------------------------------------
Investments:
<S> <C> <C> <C> <C>
RSI Retirement Trust Funds $94,324 $5,173,353
Common Stock $407,063 413,095
Cash and cash equivalents 36,342 36,342
Loans receivable $184,019 184,019
-------- ------- -------- ----------
Net assets available
for plan benefits $443,405 $94,324 $184,019 $5,806,809
======== ======= ======== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
BSB BANK & TRUST COMPANY
401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
Year Ended December 31, 1996
(with comparative totals for 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 Fund Bond Fund Fund Fund
-----------------------------------------------------------------------------------------------
Additions:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employer contributions $ 61,606 $ 38,494 $ 20,293 $ 11,115 $ 7,185 $ 23,917 $ 37,814
Participant contributions 163,196 93,401 49,697 26,853 17,577 187,225 66,775
Net appreciation in fair
value of investments $ 459 411,892 265,390 143,914 9,054 12,143 43,724 37,648
Interest on loans
Transfers 82,657 112,061 84,215 (29,915) (44,518) (277,539) 33,212
-------- ----------- ----------- --------------------- --------- ---------- ---------
459 719,351 509,346 298,119 17,107 (7,613) (22,673) 175,449
Deductions:
Benefits paid to
participants (407) (158,960) (76,494) (41,756) (70,330) (38,586) (137,872) (40,457)
-------- ----------- ------------ ---------- --------- --------- --------- ----------
Net additions 52 560,391 432,852 256,363 (53,223) (46,199) (160,545) 134,992
Net assets available for
plan benefits, beginn-
ing of year 6,032 1,886,334 943,302 515,840 375,837 360,946 996,770 443,405
-------- ----------- ------------ --------- --------- --------- --------- ---------
NET ASSETS AVAIL-
ABLE FOR PLAN
BENEFITS, END OF
YEAR $6,084 $2,446,725 $1,376,154 $772,203 $322,614 $314,747 $836,225 $578,397
====== ========== ========== ======== ======== ======== ======== ========
<CAPTION>
Inter-
national
Equity Participant 1996 1995
Fund Loan Fund Total Total
------------------------------------------------
Additions:
<S> <C> <C> <C> <C>
Employer contributions $ 12,680 $ 213,104 $ 213,705
Participant contributions 33,597 638,321 522,843
Net appreciation in fair
value of investments 13,724 937,948 1,180,929
Interest on loans $ 14,211 14,211 10,613
Transfers 29,309 10,518
---------- --------- ---------- ----------
89,310 24,729 1,803,584 1,928,090
Deductions:
Benefits paid to
participants (5,087) (569,949) (441,435)
---------- ------------------------- ------------
Net additions 84,223 24,729 1,233,635 1,486,655
Net assets available for
plan benefits, beginn-
ing of year 94,324 184,019 5,806,809 4,320,154
--------- --------- ----------- -----------
NET ASSETS AVAIL-
ABLE FOR PLAN
BENEFITS, END OF
YEAR $178,547 $208,748 $7,040,444 $5,806,809
======== ======== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
BSB BANK AND 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.
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.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in banks and short-term investment
funds with maturities of three months or less.
INCOME RECOGNITION
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.
ADMINISTRATIVE EXPENSES
The Company pays the ordinary administrative expenses of the Plan and
compensation of the Trustees to the extent required.
USE OF ESTIMATES
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
disclosures 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.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
the investment funds. Investments are exposed to various risks, such as
interest rate and market. Due to the level of risk associated with
certain investments and the level of uncertainty related to changes in
the value of investments, it is at least reasonably possible that changes
in risks in the near term would materially affect participants' account
balances and the amounts reported in the statement of net assets
available for plan benefits and the statement of changes in net assets
available for plan benefits.
5
<PAGE>
BSB BANK AND TRUST COMPANY
401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
NOTES TO FINANCIAL STATEMENTS
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 compensation and 50% up to the next two
percent of the participant's compensation.
Participants may contribute not less than one percent nor greater than
ten percent of their compensation up to a maximum of $9,500 per year on a
before-tax basis.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions and allocations of (a) the Company's contributions, and (b)
Plan earnings. Participant and Company contributions are allocated among
investment funds as designated by the participant. Company contributions
are allocated to participant accounts based upon the matching
contribution provisions previously described. Allocation of plan earnings
is done on a quarterly basis and is based on each fund's quarterly
earnings percentage times the participant's accumulated investments and
earnings in the Fund. 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 Company contributions and earnings
thereon is based on years of continuous service. Participants vest 20%
annually and are 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 install-
ments over a period not to exceed 20 years.
LOANS TO PARTICIPANTS
The Plan also includes various terms and conditions under which a
participating employee can obtain loans from the Plan. Participants may
borrow up to 50% of their vested before-tax contribution or rollover
account balance. Participant loans must be no less than $500 and no
greater than $50,000. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the participant loan fund. Loan
terms may extend to 5 years or up to 15 years for the purchase of a
primary residence. The loans are secured by the balance in the
participant's account and bear interest at a rate of a comparable term
treasury note plus 1 percent.
Principal and interest are paid ratably through payroll deductions.
6
<PAGE>
BSB BANK AND TRUST COMPANY
401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
2. PLAN DESCRIPTION (CONTINUED)
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,
dated November 18, 1992, from the Internal Revenue Service and the Plan
sponsor believes that the Plan continues to qualify and to operate as
designed.
4. INVESTMENTS
Investments are held within various Common Funds maintained by Retire-
ment System Group Inc. and within a BSB Stock Fund held in a custodial
account at a financial institution.
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.
-------------------
7
<PAGE>
BSB BANK AND 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, 1996 were as follows for the separate accounts
that are utilized by the trustee:
<TABLE>
<CAPTION>
Retirement Emerging
System Core Growth Value Actively Inter- Short-Term
Group Equity Equity Equity Managed mediate Investment
Stock Fund Fund Fund Bond Fund Bond Fund Fund
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
January 1, 1996
Units 1,719 37,962 17,735 14,810 12,206 12,515 50,960
Unit Value $ 3.51 $ 49.69 $ 53.19 $ 34.83 $30.79 $ 28.84 $ 19.56
March 31, 1996:
Units 1,678 38,306 18,242 15,275 11,459 12,090 46,969
Unit Value $ 3.51 $ 51.18 $ 58.29 $ 36.84 $ 30.14 $ 28.64 $ 19.78
June 30, 1996:
Units 1,636 38,430 18,695 15,479 10,777 11,242 44,583
Unit Value $ 3.79 $ 54.36 $ 65.54 $ 38.30 $ 30.25 $ 28.81 $ 20.00
September 30, 1996:
Units 1,618 38,520 19,071 15,856 10,315 10,632 50,206
Unit Value $ 3.79 $ 56.57 $ 67.07 $ 39.67 $ 30.79 $ 29.30 $ 20.24
December 31, 1996:
Units 1,605 40,515 20,357 17,610 10,158 10,492 40,831
Unit Value $ 3.79 $ 60.39 $ 67.60 $ 43.85 $ 31.76 $ 30.00 $ 20.48
<CAPTION>
Inter-
BSB national
Stock Equity
Fund Fund
--------------------
<S> <C> <C>
January 1, 1996
Units 16,447 2,281
Unit Value $ 24.75 $ 41.35
March 31, 1996:
Units 17,486 2,942
Unit Value $ 26.00 $ 43.58
June 30, 1996:
Units 18,966 3,258
Unit Value $ 26.00 $ 45.10
September 30, 1996:
Units 19,091 3,781
Unit Value $ 25.38 $ 45.25
December 31, 1996:
Units 20,005 3,895
Unit Value $ 26.75 $ 45.84
</TABLE>
8
<PAGE>
BSB BANK AND TRUST COMPANY
401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1996
<TABLE>
<CAPTION>
INVESTMENT Cost Fair Value
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BSB Bancorp Common Stock Fund:
Cash $ 1,545 $ 1,545
Collective Trust Short-Term Investment 41,718 41,718
Common Stock 453,441 535,134
------------- -------------
496,704 578,397
RSI Retirement Trust Funds:
Core Equity Fund 1,403,708 2,446,725
Emerging Growth Fund 757,775 1,376,154
Value Equity Fund 487,359 772,203
International Equity Fund 157,849 178,547
Intermediate-Term Bond Fund 256,680 314,747
Actively Managed Bond Fund 240,019 322,614
Short-Term Investment Fund 729,217 836,225
Retirement System Group Inc. common stock 7,881 6,084
Participant loans 208,748 208,748
------------ ------------
$4,745,941 $7,040,444
========== ==========
</TABLE>
9
<PAGE>
BSB BANK AND TRUST COMPANY
401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Current
Value of
Number of Asset on Net
Trans- Purchase Selling Transaction Gain
Description of Assets actions Price Price Date (Loss)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Single Security Transactions in
Excess of 5% of Market Value None
Series of Security Transactions in
Excess if 5% of Market Value
RSI Retirement Trust Core Equity 145 $ 404,088 $ 404,088
RSI Retirement Trust Core Equity 71 $ 255,608 $ 255,608 $78,056
RSI Retirement Trust Emerging Growth 140 $ 281,851 $ 281,851
RSI Retirement Trust Emerging Growth 58 $ 114,395 $ 114,395 $40,257
RSI Retirement Trust Short-Term Investment 116 $ 237,965 $ 237,965
RSI Retirement Trust Short-Term Investment 52 $ 442,236 $ 442,236 $39,345
</TABLE>
10
