<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
For the fiscal year ended December 31, 1998
------------------------
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 PricewaterhouseCoopers LLP
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, 1999 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, 1998
<PAGE>
BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Index
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report.................................. 2
Financial Statements:
Statements of Net Assets Available
for Benefits, with Fund Information
December 31, 1998 and 1997............................... 3-4
Statement of Changes in Net Assets Available
for Benefits, with Fund Information
Year Ended December 31, 1998,
(with comparative totals for 1997)....................... 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.............. 10
</TABLE>
<PAGE>
PricewaterhouseCoopers LLP
One Lincoln Center
Syracuse, NY 13202-9972
Independent Auditors' Report
To the Participants and Administrator of the
401(k) Savings Plan in RSI Retirement Trust
Binghamton, New York
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the 401(k) Savings Plan in RSI Retirement Trust (the "Plan") at December 31,
1998 and 1997 and the changes in net assets available for benefits for the years
then ended, in conformity with generally accepted accounting principles. 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 of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted 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 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 benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
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.
The schedule of assets held for investment purposes and schedule of reportable
transactions that accompany the Plan's financial statements do not disclose the
historical cost of Plan assets held by the Plan trustee and realized gains or
losses, respectively. Disclosure of this information is required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.
April 30, 1999
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, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------------------------------------
Retirement Emerging
System Core Growth Value Actively Inter- Short-Term BSB
Group Equity Equity Equity Managed mediate Investment Stock
ASSETS Stock Fund Fund Fund Bond Bond Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
RSI Retirement
Trust Funds $3,659,254 $1,377,639 $1,414,952 $627,464 $426,949 $884,467
Common Stock $6,928 $1,451,760
Cash and
cash equivalents 54,263
Loans receivable
Unallocated forfeitures
------ ---------- ---------- ---------- -------- -------- -------- ----------
NET ASSETS
AVAILABLE
FOR BENEFITS $6,928 $3,659,254 $1,377,639 $1,414,952 $627,464 $426,949 $884,467 $1,506,023
====== ========== ========== ========== ======== ======== ======== ==========
<CAPTION>
Inter-
national
Equity Participant
Fund Loan Fund Other Total
<S> <C> <C> <C> <C>
Investments:
RSI Retirement
Trust Funds $198,441 $8,589,166
Common Stock 1,458,688
Cash and
cash equivalents 54,263
Loans receivable $237,169 237,169
Unallocated forfeitures $8,308 8,308
-------- -------- ------ -----------
NET ASSETS
AVAILABLE
FOR BENEFITS $198,441 $237,169 $8,308 $10,347,594
======== ======== ====== ===========
</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 Net Assets Available for Benefits, with Fund Information
December 31, 1997
<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
ASSETS Stock Fund Fund Fund Bond Bond Fund Fund Fund
Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
RSI Retirement
Trust Funds $2,844,044 $1,443,952 $1,124,421 $486,145 $375,705 $811,144 $165,207
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 1,339,261 165,207
LIABILITIES
Amounts payable
for investments 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 $165,207
====== ========== ========== ========== ======== ======== ========== ========== ========
<CAPTION>
--------------------------------
Participant
ASSETS Loan Fund Other Total
<S> <C> <C> <C>
Investments:
RSI Retirement
Trust Funds $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 213,984 4,736 8,815,032
LIABILITIES
Amounts payable
for investments 15,824
----------
Total liabilities 15,824
-------- ------ ----------
NET ASSETS
AVAILABLE
FOR BENEFITS $213,984 $4,736 $8,799,208
======== ====== ==========
</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
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Year Ended December 31, 1998
(With Comparative Totals for 1997)
<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
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employer contributions $ 75,652 $ 50,166 $ 35,400 $ 10,822 $ 8,486 $ 22,206
Participant contributions 194,388 118,286 86,865 25,740 19,244 45,655
Net appreciation
(depreciation)
in fair value of
investments $ 611 741,377 (97,636) 208,063 43,524 25,116 42,047
Interest on loans 4,961 2,471 1,545 566 466 1,921
Transfers (99,412) (79,217) 14,674 70,574 2,305 15,769
Forfeitures (1,406) (720) (216) (60) (136) (210)
------ ---------- ---------- ---------- -------- -------- --------
611 915,560 (6,650) 346,331 151,166 55,481 127,388
Deductions:
Benefits paid to
participants (116) (100,350) (59,663) (55,800) (9,847) (4,237) (54,065)
------ ---------- ---------- ---------- -------- -------- --------
Net additions 495 815,210 (66,313) 290,531 141,319 51,244 73,323
Net assets available for
benefits, beginning of
year 6,433 2,844,044 1,443,952 1,124,421 486,145 375,705 811,144
------ ---------- ---------- ---------- -------- -------- --------
NET ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $6,928 $3,659,254 $1,377,639 $1,414,952 $627,464 $426,949 $884,467
====== ========== ========== ========== ======== ======== ========
<CAPTION>
---------------------------------------
Inter-
BSB national
Stock Equity Participant 1998 1997
Fund Fund Loan Fund Other Total Total
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employer contributions $ 37,836 $ 8,081 $ 248,649 $ 215,350
Participant contributions 105,479 20,605 $ 29,733 645,995 594,787
Net appreciation
(depreciation)
in fair value of
investments (50,585) 24,451 936,968 1,704,426
Interest on loans 2,652 483 15,065 13,552
Transfers 93,892 (18,585)
Forfeitures (602) (222) $3,572
---------- -------- -------- ------ ----------- ----------
188,672 34,813 29,733 3,572 1,846,677 2,528,115
Deductions:
Benefits paid to
participants (6,086) (1,579) (6,548) (298,291) (769,351)
---------- -------- -------- ------ ----------- ----------
Net additions 182,586 33,234 23,185 3,572 1,548,386 1,758,764
Net assets available for
benefits, beginning of
year 1,323,437 165,207 213,984 4,736 8,799,208 7,040,444
---------- -------- -------- ------ ----------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $1,506,023 $198,441 $237,169 $8,308 $10,347,594 $8,799,208
========== ======== ======== ====== =========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
BSB Bank & Trust Company
401(k) Savings Plan In RSI Retirement Trust
Notes to Financial Statements
1. 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 BSB Bank Trust Company (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
The Company contributes 100% of the participant's contribution up to two
percent of participant compensation and 50% of up to the next two percent
of participant's compensation.
Participants may contribute not less than one percent nor greater than ten
percent of their compensation up to a maximum of $10,000 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 installments
over a period not to exceed 20 years.
6
<PAGE>
BSB Bank & Trust Company
401(k) Savings Plan In RSI Retirement Trust
Notes to Financial Statements
1. PLAN DESCRIPTION (Continued)
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.
2. 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. The net appreciation (depreciation) in
the RSI Retirement Trust Funds includes interest, dividends, and realized
and unrealized gains and losses.
Administrative Expenses
The Company is responsible for all administrative costs of the Plan, which
approximated $22,000 and $21,000 for the plan years ended December 31, 1998
and 1997, respectively.
7
<PAGE>
BSB Bank & Trust Company
401(k) Savings Plan In RSI Retirement Trust
Notes to Financial Statements
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
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 administrator believes that the
Plan continues to qualify and to operate as designed.
8
<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.
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, 1998
<TABLE>
<CAPTION>
INVESTMENT Fair Value
<S> <C>
BSB Bancorp Common Stock Fund:
Cash $ 8,554
Marine Midland Collective Trust Short-Term Investment Fund 45,709
BSB Bancorp Inc. Common Stock 1,451,760
-----------
1,506,023
RSI Retirement Trust Funds:
Core Equity Fund 3,659,254
Emerging Growth Fund 1,377,639
Value Equity Fund 1,414,952
International Equity Fund 198,441
Intermediate-Term Bond Fund 426,949
Actively Managed Bond Fund 627,464
Short-term Investment Fund 884,467
Retirement System Group Inc. common stock 6,928
Participant loans (Interest rates range from 6% to 9%) 237,169
-----------
$10,339,286
===========
</TABLE>
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1998
<TABLE>
<CAPTION>
Current
Value of
Number Asset on
Trans- Purchase Selling Transaction
Description of Assets actions Price Price Date
<S> <C> <C> <C> <C>
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 71 $367,644 $367,644
RSI Retirement Trust Core Equity 55 $293,811 $293,811
Marine Midland Short Term Investment Fund 92 $334,525 $334,525
Marine Midland Short Term Investment Fund 40 $342,257 $342,257
</TABLE>
10
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-92138) of BSB Bancorp, Inc. of our report dated
April 30, 1999 relating to the financial statements of the BSB Bank & Trust
Company 401(k) Savings Plan in RSI Retirement Trust, which appears in this Form
11-K.
Syracuse, New York
June 28, 1999
