<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Reports
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 ACT OF 1934
[NO 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 [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: The Rochester Community Savings Bank
Employee Investment and Stock Ownership Plan, 235 East Main Street,
Rochester, New York 14604.
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: RCSB Financial, Inc., 235
East Main Street, Rochester, New York 14604
REQUIRED INFORMATION
The Rochester Community Savings Bank Employee Investment and Stock
Ownership Plan ("Plan") is subject to the Employee Retirement Income Security
Act of 1974 ("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of
Form 11-K, the financial statements and schedules of the Plan for the two fiscal
years ended December 31, 1996 and 1995, which have been prepared in accordance
with the financial reporting requirements of ERISA, are attached hereto as
exhibits and incorporated herein by this reference.
4. EXHIBITS
--------
Independent Auditors' Report
Statement of Net Assets Available for Benefits at December 31, 1996, with Fund
Information
<PAGE>
Statement of Net Assets Available for Benefits at December 31, 1995, with Fund
Information
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1996, with Fund Information
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1995, with Fund Information
Notes to Financial Statements
Supplemental Schedules:
1. Item 27a-Schedule of Assets Held for Investment Purposes
at December 31, 1996
2. Item 27d-Schedule of Reportable Transactions for the Year
Ended December 31, 1996
Independent Auditors' Consent
<PAGE>
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.
THE ROCHESTER COMMUNITY SAVINGS
BANK EMPLOYEE INVESTMENT AND
STOCK OWNERSHIP PLAN
----------------------------------
Paula Dolan, Senior Vice President
and Member of Employee Benefit
Committee, Plan Administration
Dated: _________________, 1997
<PAGE>
ROCHESTER COMMUNITY
SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Financial Statements and Schedules
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE>
ROCHESTER COMMUNITY SAVINGS BANK
EMPLOYEE INVESTMENT AND STOCK
OWNERSHIP PLAN
Index
Page
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits at December 31, 1996,
with Fund Information 2
Statement of Net Assets Available for Benefits at December 31, 1995,
with Fund Information 3
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1996, with Fund Information 4
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1995, with Fund Information 5
Notes to Financial Statements 6-12
Supplemental Schedules:
1. Item 27a - Schedule of Assets Held for Investment Purposes at
December 31, 1996 13
2. Item 27d - Schedule of Reportable Transactions for the Year
Ended December 31, 1996 14
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Human Resources Committee of
the Board of Directors of
The Rochester Community Savings Bank:
We have audited the accompanying statements of net assets available for
benefits, with fund information of The Rochester Community Savings Bank
Employee Investment and Stock Ownership Plan (Plan) as of December 31, 1996
and 1995, and the related statements of changes in net assets available for
benefits, with fund information for the years then ended. 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 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 years then ended 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 at December 31, 1996 and reportable transactions
for the year ended December 31, 1996 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 statements 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.
/s/ KPMG Peat Marwick LLP
Rochester, New York
June 9,1997
2
<PAGE>
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------------------
Fixed RCSB Non-Participant
Savings Equity Income Stock Loan Directed Stock Fund
------------------------
Fund Fund Fund Fund Fund Allocated Unallocated Total
---------- ---------- ---------------- ---------- --------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value:
At quoted market price:
Money market fund $4,117,258 4,175 332 54,357 - 402 40,307 4,216,831
Equity fund - 9,984,498 - - - - - 9,984,498
Fixed income fund - - 3,776,955 - - - - 3,776,955
Common stock of
RCSB
Financial,
Inc. - - - 9,790,261 - 19,170,908 7,172,193 36,133,362
At estimated fair value:
Loans to
participants - - - - 932,573 - - 932,573
---------- ---------- --------------- --------- --------- ---------- ----------- ----------
Total
investments 4,117,258 9,988,673 3,777,287 9,844,618 932,573 19,171,310 7,212,500 55,044,219
---------- ---------- --------------- --------- --------- ---------- ----------- ----------
Receivables
accrued interest and
dividends 19,143 555,788 34,390 778 - (385) 195 609,909
---------- ---------- --------------- --------- --------- ---------- ----------- ----------
Total assets 4,136,401 10,544,461 3,811,677 9,845,396 932,573 19,170,925 7,212,695 55,654,128
---------- ---------- --------------- --------- --------- ---------- ----------- ----------
Liabilities - notes payable
to Rochester Community Savings
Bank - - - - - - 3,432,785 3,432,785
---------- ---------- --------------- --------- --------- ---------- ----------- ----------
Interfund receivables
(payables) 318,085 160,754 (72,992) (336,094) 228,700 (298,453) - -
---------- ---------- --------------- --------- --------- ---------- ----------- ----------
Net assets
available
for benefits $4,454,486 10,705,215 3,738,685 9,509,302 1,161,273 18,872,472 3,779,910 52,221,343
========== ========== =============== ========= ========= ========== =========== ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1995
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------
Fixed RCSB
Savings Equity Income Stock Loan
Fund Fund Fund Fund Fund
----------- --------- --------- ---------- --------
<S> <C> <C> <C> <C> <C>
Investments at fair value:
At quoted market price:
Money market fund $3,736,269 63,086 20,764 141,580 -
Equity fund - 8,202,230 - - -
Fixed income fund - - 3,544,918 - -
Common stock of
RCSB Financial,
Inc. - - - 8,707,847 -
At estimated fair value:
Loans to participants - - - - 817,934
---------- --------- --------- --------- -------
Total investments 3,736,269 8,265,316 3,565,682 8,849,427 817,934
---------- --------- --------- --------- -------
Receivables:
Accrued interest and
dividends 18,860 65,302 25,730 211 11,534
Participant contributions
(refundable) 7,709 19,101 4,085 (6,630) -
---------- --------- --------- --------- -------
Total assets 3,762,838 8,349,719 3,595,497 8,843,008 829,468
---------- --------- --------- --------- -------
Due to plan sponsor - - - - -
Notes payable to Rochester
Community Savings
Bank - - - - -
---------- --------- --------- --------- -------
Total liabilities - - - - -
---------- --------- --------- --------- -------
Interfund receivables
(payables) (48,011) 43,132 13,546 4,053 (12,720)
---------- --------- --------- --------- -------
Net assets available
for benefits $3,714,827 8,392,851 3,609,043 8,847,061 816,748
========== ========= ========= ========= =======
<CAPTION>
Non-Participant
Directed Stock Fund
------------------------
Allocated Unallocated Total
----------- ----------- ----------
<S> <C> <C> <C>
Investments at fair value:
At quoted market price:
Money market fund 639 37,486 3,999,824
Equity fund - - 8,202,230
Fixed income fund - - 3,544,918
Common stock of
RCSB Financial,
Inc. 14,821,396 8,111,314 31,640,557
At estimated fair value:
Loans to participants - - 817,934
---------- --------- ----------
Total investments 14,822,035 8,148,800 48,205,463
---------- --------- ----------
Receivables:
Accrued interest and
dividends (636) 189 121,190
Participant contributions
(refundable) - - 24,265
---------- --------- ----------
Total assets 14,821,399 8,148,989 48,350,918
---------- --------- ----------
Due to plan sponsor 103,606 - 103,606
Notes payable to Rochester
Community Savings
Bank - 4,662,856 4,662,856
---------- --------- ----------
Total liabilities 103,606 4,662,856 4,766,462
---------- --------- ----------
Interfund receivables
(payables) - - -
---------- --------- ----------
Net assets available
for benefits 14,717,793 3,486,133 43,584,456
========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------
Fixed RCSB Non-Participant
Savings Equity Income Stock Loan Directed Stock Fund
------------------------
Fund Fund Fund Fund Fund Allocated Unallocated Total
-------------- ----------- ---------- ---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributable to:
Investment income:
Interest and
dividends $ 208,310 730,049 267,316 192,708 84,153 332,256 154,329 1,969,121
Net appreciation
(depreciation) in
fair value of
investments - 1,014,490 (37,241) 1,829,737 - 3,508,784 1,298,414 7,614,184
---------- ---------- --------- --------- --------- ---------- ---------- ----------
208,310 1,744,539 230,075 2,022,445 84,153 3,841,040 1,452,743 9,583,305
---------- ---------- --------- --------- --------- ---------- ---------- ----------
Contributions:
Participants 342,449 1,334,214 448,034 754,246 - - - 2,878,943
Employer - - - - - 104,659 1,104,311 1,208,970
---------- ---------- --------- --------- --------- ---------- ---------- ----------
Total
contributions 342,449 1,334,214 448,034 754,246 - 104,659 1,104,311 4,087,913
---------- ---------- --------- --------- --------- ---------- ---------- ----------
Total additions 550,759 3,078,753 678,109 2,776,691 84,153 3,945,699 2,557,054 13,671,218
---------- ---------- --------- --------- --------- ---------- ---------- ----------
Deductions from net assets
attributable to:
Benefits to participants 259,211 1,032,516 330,311 1,238,265 - 1,696,310 - 4,556,613
Interest expense - - - - - - 357,987 357,987
---------- ---------- --------- --------- --------- ---------- ---------- ----------
Total deductions 259,211 1,032,516 330,311 1,238,265 - 1,696,310 357,987 4,914,600
---------- ---------- --------- --------- --------- ---------- ---------- ----------
Net increase
(decrease) before
loan activity
and transfers 291,548 2,046,237 347,798 1,538,426 (84,153) 2,249,389 2,199,067 8,756,618
---------- ---------- --------- --------- --------- ---------- ---------- ----------
Loans made (105,548) (274,531) (91,228) (219,123) 690,430 - - -
Loans repaid 62,419 130,966 53,545 63,397 (310,327) - - -
Loans settled on
participant
withdrawal - - - - (119,731) - - (119,731)
Allocation of 94,212 shares
of RCSB Financial Inc.
common stock, at market - - - - - 1,027,186 (1,027,186) -
Transfers among funds 491,240 409,692 (180,473) (720,459) - 878,104 (878,104) -
---------- ---------- --------- --------- --------- ---------- ---------- ----------
448,111 266,127 (218,156) (876,185) 260,372 1,905,290 (1,905,290) (119,731)
---------- ---------- --------- --------- --------- ---------- ---------- ----------
Net increase
(decrease) 739,659 2,312,364 129,642 662,241 344,525 4,154,679 293,777 8,636,887
Net assets available for
benefits:
Beginning of year 3,714,827 8,392,851 3,609,043 8,847,061 816,748 14,717,793 3,486,133 43,584,456
---------- ---------- --------- --------- --------- ---------- ---------- ----------
End of year $4,454,486 10,705,215 3,738,685 9,509,302 1,161,273 18,872,472 3,779,910 52,221,343
========== ========== ========= ========= ========= ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Year ended December 31, 1995
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------
Fixed RCSB Non-Participant
Savings Equity Income Stock Loan Directed Stock Fund
-----------------------
Fund Fund Fund Fund Fund Allocated Unallocated Total
----------------- ---------- ---------- ---------- --------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributable to:
Investment income:
Interest and
dividends $ 230,121 217,023 253,159 162,496 55,735 168,606 207,630 1,294,770
Net appreciation
in fair value of
investments - 2,132,784 286,750 3,228,965 - 5,308,468 2,860,305 13,817,272
---------- --------- --------- --------- -------- ---------- ---------- ----------
230,121 2,349,807 539,909 3,391,461 55,735 5,477,074 3,067,935 15,112,042
---------- --------- --------- --------- -------- ---------- ---------- ----------
Contributions:
Participants 360,547 889,754 388,110 701,014 - - - 2,339,425
Employer - - - - - - 1,455,849 1,455,849
---------- --------- --------- --------- -------- ---------- ---------- ----------
Total
contributions 360,547 889,754 388,110 701,014 - - 1,455,849 3,795,274
---------- --------- --------- --------- -------- ---------- ---------- ----------
Total additions 590,668 3,239,561 928,019 4,092,475 55,735 5,477,074 4,523,784 18,907,316
---------- --------- --------- --------- -------- ---------- ---------- ----------
Deductions from net assets
attributable to:
Benefits to participants 590,601 678,700 274,797 658,189 - 994,468 - 3,196,755
Interest expense - - - - - - 450,836 450,836
---------- --------- --------- --------- -------- ---------- ---------- ----------
Total deductions 590,601 678,700 274,797 658,189 - 994,468 450,836 3,647,591
---------- --------- --------- --------- -------- ---------- ---------- ----------
Net increase
(decrease) before
loan activity
and transfers 67 2,560,861 653,222 3,434,286 55,735 4,482,606 4,072,948 15,259,725
---------- --------- --------- --------- -------- ---------- ---------- ----------
Loans made (86,521) (197,126) (125,039) (123,504) 532,190 - - -
Loans repaid 96,785 152,185 130,217 113,620 (492,807) - - -
Loans settled on
participant
withdrawal - - - - (96,445) - - (96,445)
Allocation of 122,476 shares
of RCSB Financial Inc.
common stock, at market - - - - - 1,883,068 (1,883,068) -
Transfers among funds (28,497) 192,877 (33,666) (130,714) - 245,680 (245,680) -
---------- --------- --------- --------- -------- ---------- ---------- ----------
(18,233) 147,936 (28,488) (140,598) (57,062) 1,637,388 (1,637,388) (96,445)
---------- --------- --------- --------- -------- ---------- ---------- ----------
Net increase
(decrease) (18,166) 2,708,797 624,734 3,293,688 (1,327) 6,119,994 2,435,560 15,163,280
Net assets available for
benefits:
Beginning of year 3,732,993 5,684,054 2,984,309 5,553,373 818,075 8,597,799 1,050,573 28,421,176
---------- --------- --------- --------- -------- ---------- ---------- ----------
End of year $3,714,827 8,392,851 3,609,043 8,847,061 816,748 14,717,793 3,486,133 43,584,456
========== ========= ========= ========= ======== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(1) Description of the Plan
-----------------------
Thefollowing description of The Rochester Community Savings Bank Employee
Investment and Stock Ownership Plan (Plan) is provided for general
information purposes only. Participants should refer to the Plan
agreement or Summary Plan Document for a more complete description of
the Plan.
General
-------
ThePlan is a defined contribution plan sponsored by Rochester Community
Savings Bank (the Bank). The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). Employees, as
defined in the Plan agreement, may elect to participate in the Plan
after six months of employment and completion of 1,000 hours of
service.
ThePlan is authorized to borrow money to purchase common stock of RCSB
Financial Inc. (RCSB), the Bank's parent company. All common stock
acquired with the proceeds from such loans is maintained in a suspense
account for allocation to participants in accordance with the Plan
agreement.
Contributions
-------------
The Bank's contributions to the Plan must be allocated to the
Non-Participant Directed stock fund, unless a participant has attained
age 55 and elects to have the Bank's contribution allocated to other
funds. No portion of Bank contributions allocated to the stock fund may
be transferred to another fund until a participant attains age 55.
Contributions to the Plan are determined as follows:
Participant contributions are 1% to 16% of the participant's
regular base salary, as defined. The participant basic
contributions of 1% to 6% can be made on either a before- or
after-tax basis. Supplemental contributions of 1% to 10% may
also be made by participants on a before- or after-tax basis,
subject to IRS limitations.
Employer matching contributions are equal to 50% of participant
contributions up to 6% of regular base salary, as defined, for
the first five years of employment and 100% of participant
contributions up to 6% thereafter.
6
<PAGE>
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
(1) Description of the Plan (continued)
-----------------------
Participants' Accounts
----------------------
Participants may elect to have their contributions invested in the savings
fund, equity fund, fixed income fund, RCSB stock fund or in any
combination of such funds. The following is a description of each fund:
Savings Fund - A liquid asset fund generally invested in savings
------------
accounts and certificates of deposit.
Equity Fund - Common stocks and other securities expected to present
-----------
opportunities for capital appreciation.
Fixed Income Fund - Obligations of the U.S. Government, its agencies
-----------------
and instrumentalities, certificates of deposit, or mutual funds
that invest exclusively in such securities.
RCSB Stock Fund - Common stock of RCSB.
---------------
Participants may elect to transfer their interest between funds up to one
time per calendar quarter. Participants who attain age 55 as of the
last day of the plan year may transfer, within 90 days after the plan
year, all or any portion of their interest in any one or more funds to
any other fund.
Netinvestment income is allocated to participants' accounts on at least a
quarterly basis based on the income attributable to the assets held in
their respective accounts. Dividends paid to the Plan attributable to
the Bank's common stock not allocated to participants, as well as
dividends paid to the Plan attributable to allocated shares which were
purchased with the proceeds of the ESOP loan, are used to pay principal
or interest on the note due the Bank. Dividends from allocated ESOP
shares which are used to repay the note are replenished to participant
accounts by the employer through the allocation of additional shares.
Vesting
-------
Participants immediately vest in their contributions. Cumulative employer
contributions and related income become vested at the rate of 20% per
year during the first five years of employment. Upon attaining age 65,
retirement, death, full or partial Plan termination, or complete
discontinuance of employer contributions to the Plan, participants
become 100% vested in the portion of their accounts attributable to
employer contributions.
7
<PAGE>
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
(1) Description of the Plan (continued)
-----------------------
Loans to Participants
---------------------
Participants are permitted to borrow from their plan accounts up to 50% of
their vested balances to a maximum of $50,000. The loans are repayable
over terms from one year to five years and bear interest at a fixed
rate. The fixed rates are equal to the Federal Reserve prime rate plus
1% at the time of origination. Participant loans are treated as a
transfer from the participant directed accounts into the Loan Fund.
Principal and interest payments on the loans are allocated to the Loan
Fund and transferred into the Participant Directed accounts based on
their current investment allocation elections.
Payments of Benefits
--------------------
Vested benefits are payable in a lump-sum payment or in annuity payments,
with the exception of vested benefits in the RCSB stock fund which are
payable in shares of RCSB's common stock or a lump-sum payment.
Participants may withdraw the vested portion of their account prior to
normal retirement (age 65) or disablement upon termination of
employment.
Benefits payable to participants, from net assets available for plan
benefits, at December 31, 1996 and 1995 were $1,247,039 and $331,500,
respectively, and are not reflected in the accompanying statements of
net assets available for benefits.
Forfeitures
-----------
Forfeitures of benefits upon termination are applied to the Bank's
matching contribution as a reduction of the contribution.
Plan Expenses
-------------
All operating and administrative expenses of the Plan for the years
ended December 31, 1996 and 1995 were paid by the Bank.
(2) Summary of Significant Accounting Policies
------------------------------------------
Basis of Presentation
---------------------
Thefinancial statements have been prepared on the accrual basis in
conformity with generally accepted accounting principles. In preparing
these financial statements, the Plan administrator has made a number of
estimates and assumptions relating to the reporting of assets and
liabilities. Actual results could differ from those estimates.
Investments Held in Trust
-------------------------
Key Trust Company of Ohio, N.A. is the trustee for the Plan and manages
the Plan's investments portfolio.
Investments in common stock of RCSB are stated at quoted market prices.
Investments in the savings, equity and fixed income funds are stated at
market value based on the quoted market prices of the underlying
securities. Loans to participants are valued at estimated fair value.
8
<PAGE>
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
(2) Summary of Significant Accounting Policies (continued)
------------------------------------------
Security transactions are accounted for on a trade date basis.
Interest income is recorded on the accrual basis and dividend income is
recorded on the ex-dividend date.
(3) Investments
-----------
The following table presents the Fair Value of Investments. Investments
representing 5% or more of the Plan's Net Assets are separately
identified.
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------- Non-Participant
Fixed RCSB Directed
Savings Equity Income Stock Loan -----------------------
At December 31, 1996 Fund Fund Fund Fund Fund Allocated Unallocated Total
- ------------------------------ ----------- --------- --------- --------- -------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value as
determined by quoted
market price:
Society National Bank -
employee benefits
money market fund;
4,216,831 shares $4,117,258 4,175 332 54,357 - 402 40,307 4,216,831 *
Washington Mutual
Investors Fund, Inc.;
406,866 shares - 9,984,498 - - - - - 9,984,498 *
Bond Fund of America;
274,688 shares - - 3,776,955 - - - - 3,776,955 *
RCSB Financial, Inc.
common stock;
1,245,978 shares - - - 9,790,261 - 19,170,908 7,172,193 36,133,362 *
----------- --------- --------- --------- -------- ---------- ----------- ------------
4,117,258 9,988,673 3,777,287 9,844,618 - 19,171,310 7,212,500 54,111,646
Investments at estimated
fair value:
Loans to participants - - - - 932,573 - - 932,573
----------- --------- --------- --------- -------- ---------- ----------- ------------
Total investments at
fair value $4,117,258 9,988,673 3,777,287 9,844,618 932,573 19,171,310 7,212,500 55,044,219
=========== ========= ========= ========= ======== ========== =========== ============
</TABLE>
*These investments exceed 5% of the Plan's assets.
9
<PAGE>
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
(3) Investments (continued)
-----------
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------
Fixed RCSB Non-Participant
Savings Equity Income Stock Loan Directed
At December 31, 1995 Fund Fund Fund Fund Fund Allocated Unallocated Total
- --------------------------- ------------ --------- --------- --------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value
as
determined by quoted
market price:
Society National Bank -
employee benefits
money market fund;
3,999,824 shares $3,736,269 63,086 20,764 141,580 - 639 37,486 3,999,824 *
Washington Mutual
Investors Fund, Inc.;
373,337 shares - 8,202,230 - - - - - 8,202,230 *
Bond Fund of America;
255,397 shares - - 3,544,918 - - - - 3,544,918 *
RCSB Financial, Inc.
common stock;
1,332,233 shares - - - 8,707,847 - 14,821,396 8,111,314 31,640,557 *
------------ --------- --------- --------- ---------- ---------- ----------- ----------
3,736,269 8,265,316 3,565,682 8,849,427 - 14,822,035 8,148,800 47,387,529
Investments at estimated
fair value:
Loans to participants - - - - 817,934 - - 817,934
------------ --------- --------- --------- ---------- ----------- ---------- ---------
Total investments
at fair value $3,736,269 8,265,316 3,565,682 8,849,427 817,934 14,822,035 8,148,800 48,205,463
============ ========= ========= ========= ========== ========== =========== ==========
</TABLE>
*These investments exceed 5% of the Plan's assets.
The Plan's investments (including investments bought, sold, as well as held
during the year) appreciated in value by $7,614,184 and $13,817,272 for
the years ended December 31, 1996 and 1995, respectively, as follows:
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------
Fixed RCSB Non-Participant
Year Ended Savings Equity Income Stock Loan Directed
December 31, 1996 Fund Fund Fund Fund Fund Allocated Unallocated Total
- ------------------------------ ---------- ------------------- ---------- --------- --------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value as
determined by quoted
market price:
Washington Mutual
Investors Fund, Inc. $ - 1,014,490 - - - - - 1,014,490
Bond Fund of America - - (37,241) - - - - (37,241)
Common Stock of
Rochester
Community Savings
Bank - - - 1,829,737 - 3,508,784 1,298,414 6,636,935
--------- ---------- ---------- --------- -------- --------- --------- --------
$ - 1,014,490 (37,241) 1,829,737 - 3,508,784 1,298,414 7,614,184
========= ========== ========== ========= ======== ========= ========= ==========
</TABLE>
10
<PAGE>
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
(3) Investments (continued)
-----------
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------
Fixed RCSB Non-Participant
Year Ended Savings Equity Income Stock Loan Directed
December 31, 1995 Fund Fund Fund Fund Fund Allocated Unallocated Total
- --------------------------- ------------ -------- --------- --------- --------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value
as
determined by quoted
market price:
Washington Mutual
Investors Fund, Inc. $ - 2,132,784 - - - - - 2,132,784
Bond Fund of America - - 286,750 - - - - 286,750
Common Stock of
RCSB Financial,
Inc. - - - 3,228,965 - 5,308,468 2,860,305 11,397,738
----------- ---------- -------- --------- -------- --------- ---------- ----------
$ - 2,132,784 286,750 3,228,965 - 5,308,468 2,860,305 13,817,272
=========== ========== ======== ========= ======== ========= ========== =========
</TABLE>
(4) Common Stock of RCSB Financial, Inc.
------------------------------------
Effective September 1, 1995, RCSB Financial, Inc. was established as a
holding company for Rochester Community Savings Bank. Under the plan of
reorganization, all outstanding common stock of the Bank was converted
into RCSB common stock on a one-for-one basis. The Plan purchased
common stock of RCSB using the proceeds of a borrowing from the Bank
(note 7). All common stock acquired with the proceeds from the
borrowing is maintained in a suspense account for allocation to
participants in accordance with the Plan agreement. As the Plan makes
each payment of principal, an appropriate percentage of stock is
allocated to eligible participants' accounts in accordance with the
Plan agreement.
At December 31, 1996 and 1995, allocated and unallocated shares of common
stock in the non-participant directed fund of the Plan amounted to:
<TABLE>
<CAPTION>
1996 1995
----------- -----------
Allocated Unallocated Total Allocated Unallocated Total
<S> <C> <C> <C> <C> <C> <C>
Number of shares 661,066 247,317 908,383 624,059 341,529 965,588
Fair value $19,170,908 7,172,193 26,343,101 14,821,396 8,111,314 22,932,710
</TABLE>
(5) Obligation for Plan Contributions
---------------------------------
TheBank is obligated to contribute to the Plan as provided by the Plan
agreement. The amount contributed in any plan year will at least equal,
when aggregated with dividends on unallocated shares of common stock,
the amount necessary to amortize loans originated to purchase common
stock of RCSB as discussed in Note 7.
11
<PAGE>
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
(6) Termination of the Plan
-----------------------
Although the Bank has not expressed any intent to do so, it may terminate
the Plan at any time. In the event the Plan is terminated, partially
terminated or there is a complete discontinuance of Bank contributions
to the Plan, participants will become fully vested in their accounts
and their accounts will be paid to them as provided by the Plan
agreement.
(7) Notes Payable
-------------
The notes payable to the Bank represent loans to the Plan to purchase
shares of common stock of RCSB for the account of the Plan. The notes
are to be repaid in equal quarterly payments of $261,215, including
interest at 6.8% through August 31, 2000. Advances are secured by
unallocated shares of common stock of the Bank purchased on account of
the Plan.
(8) Income Tax Status
-----------------
The Plan obtained its latest determination letter dated April 1, 1997, in
which the Internal Revenue Service stated that the Plan and the
underlying trust, as designed, qualify under the applicable provisions
of the Internal Revenue Code. The Plan Administrator believes the Plan,
as operated, is exempt from federal income taxes.
As long as the plan continues to be qualified under present federal
income tax laws and regulations, participants will not be taxed on Bank
contributions or on investment earnings on such contributions at the
time such contributions and investment earnings are received by the
trustee, but may be subject to tax thereon at such time as they receive
distributions under the plan.
(9) Subsequent Events
-----------------
Subsequent to the Plan year end, the Company formally announced its
intention to merge with another financial institution. The impact of
this merger on the Plan is not known.
12
<PAGE>
Schedule 1
----------
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
(a) (b) Identity of issuer, (c) Description of investment, (d) Cost (e) Current
borrower, lessor, or including maturity date, value
similar party rate of interest,
collateral, and par or
maturity value
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
* Employee Benefits Money
Market Fund - Society 4,216,831 shares $ 4,216,831 $ 4,216,831
National Bank
- ----------------------------------------------------------------------------------------------------
Washington Mutual Investors
Fund, Inc. 406,866 shares 7,306,208 9,984,498
- ----------------------------------------------------------------------------------------------------
Bond Fund of America 274,688 shares 3,819,308 3,776,955
- ----------------------------------------------------------------------------------------------------
* RCSB Financial, Inc. 1,245,978 shares 12,957,983 36,133,362
- ----------------------------------------------------------------------------------------------------
* Participant Loans Interest rates - 7.00% - 10.00% 932,573 932,573
with maturity dates through 2002
- ----------------------------------------------------------------------------------------------------
</TABLE>
* The person named is a party-in-interest.
<PAGE>
Schedule 2
----------
ROCHESTER COMMUNITY SAVINGS BANK EMPLOYEE INVESTMENT
AND STOCK OWNERSHIP PLAN
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
(a) Identity of (b) Description of asset (c) Purchase (d) Selling (e) Lease (f) Expense
party involved (include interest rate price price rental incurred
and maturity in case with
of a loan) transaction
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Society National Sale of 2,260,474 shares
Bank of Employee Benefits - 6,369,443 - -
Money Market Fund
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
Society National Purchase of 2,201,563
Bank shares of Employee 6,586,450 - - -
Benefits Money Market
Fund
- -------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------------------------------------------
(g) Cost of (h) Current (i) Net
asset value of gain or
asset on (loss)
transaction
date
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Society National Sale of 2,260,474 shares
Bank of Employee Benefits 6,369,443 6,369,443 -
Money Market Fund
- -------------------------------------------------------------------------------------------------
Society National Purchase of 2,201,563
Bank shares of Employee 6,586,450 - -
Benefits Money Market
Fund
- -------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Independent Auditors' Consent
-----------------------------
The Board of Directors
RCSB Financial, Inc.:
We consent to incorporation by reference in the Registration Statement (No.
33-96490) on Form S-8 of RCSB Financial, Inc. of our report dated June 9, 1996,
relating to the statements of net assets available for benefits of the Rochester
Community Savings Bank Employee Investment and Stock Ownership Plan as of
December 31, 1996 and 1995, and the related statements of changes in net assets
available for benefits for the years ended December 31, 1996 and 1995, and the
related schedules as of and for the year ended December 31, 1996, which report
appears in the December 31, 1996 Annual Report on Form 11-K of RCSB Financial,
Inc.
Rochester, New York
June 26, 1997
