<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, 1997
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 Bank 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, 1998 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, 1997
<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 Benefits,
December 31, 1997 and 1996....................................... 2-3
Statement of Changes in Net Assets Available for Benefits,
Year Ended December 31, 1997 (With Comparative Totals for 1996).. 4
Notes to Financial Statements....................................... 5-9
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes.......... 10
Item 27d - Schedule of Reportable Transactions...................... 11
<PAGE>
Coopers Coopers & Lybrand L.L.P.
& Lybrand
a professional services firm
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, 1997 and 1996 and the related statement of changes in net assets
available for benefits for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997 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 benefits and
changes in net assets available for 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
April 24, 1998
1
<PAGE>
BSB BANK & TRUST COMPANY
401(K) SAVINGS PLAN IN RSI RETIREMENT TRUST
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1997
<TABLE>
<CAPTION>
FUND INFORMATION
Retirement Emerging Inter-
System Core Growth Value Actively mediate Short-Term BSB
Group Equity Equity Equity Managed Bond Investment Stock
Stock Fund Fund Fund Bond Fund Fund Fund Fund
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
RSI Retirement
Trust Funds $2,844,044 $1,443,952 $1,124,421 $486,145 $375,705 $811,144
Common Stock $6,433 $1,278,813
Cash and
cash equivalents 60,448
Loans receivable
Unallocated forfeitures
- --------------------------------------------------------------------------------------------------------------------------------
Total assets 6,433 2,844,044 1,443,952 1,124,421 486,145 375,705 811,144 1,339,261
LIABILITIES
Amounts due to brok-
ers for investment
purchases 15,824
- --------------------------------------------------------------------------------------------------------------------------------
Total liabilities 15,824
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSETS
AVAILABLE
FOR BENEFITS $6,433 $2,844,044 $1,443,952 $1,124,421 $486,145 $375,705 $811,144 $1,323,437
================================================================================================================================
Inter-
national
Equity Participant
Fund Loan Fund Other Total
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
RSI Retirement
Trust Funds $165,207 $7,250,618
Common Stock 1,285,246
Cash and
cash equivalents 60,448
Loans receivable $213,984 213,984
Unallocated forfeitures $4,736 4,736
- ---------------------------------------------------------------------------
Total assets 165,207 213,984 4,736 8,815,032
LIABILITIES
Amounts due to brok-
ers for investment
purchases 15,824
- ---------------------------------------------------------------------------
Total liabilities 15,284
- ---------------------------------------------------------------------------
NET ASSETS
AVAILABLE
FOR BENEFITS $165,207 $213,984 $4,736 $8,799,208
===========================================================================
</TABLE>
The accompanying notes are an integral part of the finacial statements.
2
<PAGE>
BSB BANK & TRUST COMPANY
401(K) SAVINGS PLAN IN RSI RETIREMENT TRUST
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1996
FUND INFORMATION
<TABLE>
<CAPTION>
Retirement Emerging Actively Inter-
System Core Growth Value Managed mediate Short-Term BSB
Group Equity Equity Equity Bond Bond Investment Stock
ASSETS Stock Fund Fund Fund Fund 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 41,821
Loans receivable
- -----------------------------------------------------------------------------------------------------------------------------
NET ASSETS
AVAILABLE
FOR BENEFITS $ 6,084 $2,446,725 $1,376,154 $772,203 $322,614 $314,747 $836,225 $576,955
=============================================================================================================================
Inter-
national
Equity Participant
Fund Loan Fund Other Total
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investments:
RSI Retirement
Trust Funds $178,547 $6,247,215
Common Stock 541,218
Cash and
cash equivalents $1,442 43,263
Loans receivable $208,748 208,748
- ---------------------------------------------------------------------------
NET ASSETS
AVAILABLE
FOR BENEFITS $178,547 $208,748 $1,442 $7,040,444
===========================================================================
</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 Benefits, with Fund Information
Year Ended December 31, 1997
(With Comparative Totals for 1996)
FUND INFORMATION
<TABLE>
<CAPTION>
Retirement Emerging Inter-
System Core Growth Value Actively mediate Short-Term
Group Equity Equity Equity Managed Bond Investment
Stock Fund Fund Fund Bond Fund Fund Fund
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employer contributions $ 67,579 $ 46,715 $ 24,616 $ 9,098 $ 7,524 $ 20,096
Participant contributions 194,969 128,845 64,841 31,326 27,008 40,005
Net appreciation (depreciation)
in fair value of
investments $1,141 597,306 105,984 260,767 33,847 20,350 41,497
Interest on loans 4,311 2,040 1,187 487 285 2,315
Transfers (115,457) (145,684) 57,422 157,563 53,385 17,627
Forfeitures (1,250) (1,121) (485) (177) (59) (42)
- ----------------------------------------------------------------------------------------------------------------------------------
1,141 747,458 136,779 408,348 232,144 108,493 121,498
Deductions:
Benefits paid to
participants (792) (350,139) (68,981) (56,130) (68,613) (47,535) (146,579)
- ----------------------------------------------------------------------------------------------------------------------------------
Net additions 349 397,319 67,798 352,218 163,531 60,958 (25,081)
Net assets available for
benefits, beginning of year 6,084 2,446,725 1,376,154 772,203 322,614 314,747 836,225
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE
FOR BENEFITS,
END OF YEAR $6,433 $2,844,044 $1,443,952 $1,124,421 $486,145 $375,705 $ 811,144
==================================================================================================================================
Inter-
BSB national
Stock Equity Participant 1997 1996
Fund Fund Loan Fund Other Total Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Employer contributions $ 26,528 $ 13,194 $ 215,350 $ 213,104
Participant contributions 70,511 37,282 594,787 638,321
Net appreciation (depreciation)
in fair value of
investments 645,061 (1,527) 1,704,426 937,948
Interest on loans 2,644 283 13,552 14,211
Transfers 6,635 (59,327) $ 27,836
Forfeitures (113) (47) $ 3,294
- ----------------------------------------------------------------------------------------------------------------------------------
751,266 (10,142) 27,836 3,294 2,528,115 1,803,584
Deductions:
Benefits paid to
participants (4,784) (3,198) (22,600) (769,351) (569,949)
- ----------------------------------------------------------------------------------------------------------------------------------
Net additions 746,482 (13,340) 5,236 3,294 1,758,764 1,233,635
Net assets available for
benefits, beginning of year 576,955 178,547 208,748 1,442 7,040,444 5,806,809
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE
FOR BENEFITS,
END OF YEAR $1,323,437 $165,207 $213,984 $4,736 $8,799,208 $7,040,444
==================================================================================================================================
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<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 of the BSB Bank & Trust Company 401(k) Savings Plan
in RSI Retirement Trust (the "Plan") 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 Plan's sponsor, BSB Bank & Trust Company (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
5
<PAGE>
BSB BANK & TRUST COMPANY
401(K) SAVINGS PLAN IN RSI RETIREMENT TRUST
Notes to Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
of net assets available for benefits and the statement of changes in net
assets available for benefits.
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.
6
<PAGE>
BSB BANK & TRUST COMPANY
401(K) SAVINGS PLAN IN RSI RETIREMENT TRUST
Notes to Financial Statements
2. PLAN DESCRIPTION (CONTINUED)
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 installments 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.
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.
7
<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. and within a BSB Stock Fund held in a custodial account at
a financial institution. All investments representing 5% or more of Plan
assets are presented separately on the statement of net assets available for
benefits.
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 stocks of a broadly diversified group
----------------
of medium to large 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 growth
potential.
Value Equity Fund - This fund invests in stocks of a broadly diversified
-----------------
group of medium to large companies that appear to be selling at low
price/earnings ratios with a goal of achieving long-term earnings and
dividend growth.
Actively Managed Bond Fund - This fund invests in bonds of varying maturities
--------------------------
of which a minimum of 65% is invested in securities issued or backed by the
United States government.
Intermediate-Term Bond Fund - This fund invests in fixed income vehicles that
---------------------------
mature within 10 years or have expected average lives of 10 years or less of
which a minimum of 65% is invested in securities issued or backed by the
United States government.
Short-Term Investment Fund - This fund is invested in 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 low
price/earnings ratios aimed at achieving capital appreciation.
BSB Stock Fund - This fund invests in BSB Bancorp Inc. common stock.
--------------
8
<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, 1997 were as follows for the separate accounts
that are utilized by the trustee:
<TABLE>
<CAPTION>
Retirement Emerging Inter- Inter-
System Core Growth Value Actively mediate Short-Term BSB national
Group Equity Equity Equity Managed Bond Investment Stock Equity
Stock Fund Fund Fund Bond Fund Fund Fund Fund Fund
---------- ------- -------- ------- --------- ------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 1, 1997:
Units 1,605 40,515 20,357 17,610 10,158 10,492 40,831 20,005 3,895
Unit value $3.79 $60.39 $67.60 $43.85 $31.76 $30.00 $20.48 $26.75 $45.85
March 31, 1997:
Units 1,586 39,293 19,555 18,958 11,515 9,859 43,036 21,571 3,833
Unit value $3.79 $60.58 $61.30 $44.76 $31.43 $30.01 $20.70 $30.38 $46.13
June 30 , 1997:
Units 0 38,034 19,476 19,095 10,637 9,169 38,947 22,858 4,088
Unit value $4.55 $71.34 $69.86 $51.83 $32.60 $30.79 $20.97 $38.25 $51.72
September 30, 1997:
Units 1,436 37,733 19,452 19,262 10,250 9,217 42,873 34,549 4,415
Unit value $4.55 $76.11 $84.47 $57.36 $33.89 $31.55 $21.23 $27.50 $51.09
December 31, 1997:
Unit value 1,414 37,580 19,731 19,470 13,954 11,697 37,745 35,771 3,571
Units $4.55 $75.68 $73.18 $57.75 $34.84 $32.12 $21.49 $35.75 $46.26
</TABLE>
9
<PAGE>
BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
INVESTMENT Cost Fair Value
<S> <C> <C>
BSB Bancorp Common Stock Fund:
Cash $ 4,955 $ 4,955
Marine Midland Collective Trust Short-Term Investment Fund 53,432 53,432
BSB Bancorp Inc. Common Stock 564,869 1,278,813
------- ---------
623,256 1,337,200
RSI Retirement Trust Funds:
Core Equity Fund 1,452,400 2,844,044
Emerging Growth Fund 810,474 1,443,952
Value Equity Fund 612,959 1,124,421
International Equity Fund 151,144 165,207
Intermediate-Term Bond Fund 317,133 375,705
Actively-Managed Bond Fund 396,467 486,145
Short-Term Investment Fund 692,421 811,144
Retirement System Group, Inc. common stock 6,942 6,433
Participant loans (Interest rates range from 5% to 9%)) 213,984 213,984
---------- ----------
$5,277,180 $8,808,235
========== ==========
</TABLE>
10
<PAGE>
BSB BANK & TRUST COMPANY
401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Current
Number Value of
of Asset on Net
Trans- Purchase Selling Transaction Gain
actions Price Price Date (Loss)
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Description of Assets
Single Security Transactions in
Excess of 5% of Market Value None
Series of Security Transactions in
Excess of 5% of Market Value
RSI Retirement Trust Core Equity 70 $341,733 $341,733
RSI Retirement Trust Core Equity 50 $541,720 $541,720 $247,539
RSI Retirement Trust Emerging Growth 66 $199,385 $199,385
RSI Retirement Trust Emerging Growth 44 $236,961 $236,961 $ 89,361
RSI Retirement Trust Short-Term Investment 63 $274,452 $274,452
RSI Retirement Trust Short-Term Investment 34 $341,030 $341,030 $ 29,618
Marine Midland Short-Term Investment Fund 85 $250,230 $250,230
Marine Midland Short-Term Investment Fund 18 $238,517 $238,517
</TABLE>
11
