<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 11-K
ANNUAL REPORT
(Mark one)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
---
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For fiscal year ended December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
---
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period form ______ to ______
Commission File Number: ________
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES
--------------------------------------------
OF NORTHEAST SAVINGS, F.A.
--------------------------
(Full Title of the Plan)
Northeast Federal Corp.
--------------------------------
(Name of issuer of the securities)
50 State House Square, Hartford, Connecticut 06103
--------------------------------------------------
(Address of principal executive office)
<PAGE>
Item 4.
The following is being provided in lieu of Items 1-3, as plans subject to
the Employee Retirement Income Security Act of 1974 ("ERISA") may file plan
financial statements and schedules prepared in accordance with the financial
reporting requirements of ERISA.
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES
OF NORTHEAST SAVINGS, F.A.
Financial Statements
As of December 31, 1993 and 1992 and for Each of the Three
Years in the Period Ended December 31, 1993, 1992 and 1991.
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
FINANCIAL STATEMENTS
INDEX
-------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Reports of Independent Accountants 1-2
Financial Statements:
Statements of Net Assets Available for
Benefits as of December 31, 1993 and 1992 3
Statement of Changes in Net Assets Available
for Benefits for the year ended
December 31, 1993 4
Statement of Changes in Net Assets Available
for Benefits for the year ended
December 31, 1992 5
Statement of Changes in Net Assets Available
for Benefits for the year ended
December 31, 1991 6
Notes to the Financial Statements 7-12
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1993 13
Item 27d - Schedule of Reportable Transactions for
the year ended December 31, 1993 14
</TABLE>
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
To the Plan Administrator,
Thrift and Profit Sharing Plan for Employees of Northeast Savings, F.A.
We have audited, by fund and in total, the accompanying statements of net assets
available for benefits of the Thrift and Profit Sharing Plan for Employees of
Northeast Savings, F.A. (the "Plan") as of December 31, 1993 and the related
statement of changes in net assets available for benefits for the year 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, such 1993 financial statements present fairly, by fund and in
total, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1993, and the changes in net assets available for
benefits for the year then ended in conformity with generally accepted
accounting principles.
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 as of December 31, 1993 and transactions in
excess of five percent of the current value of plan assets for the year ended
December 31, 1993, 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. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1993 Plan financial statements and, in our
opinion, are fairly stated in all material respects, when considered in
relation to the basic 1993 financial statements taken as a whole.
/s/ Deloitte & Touche
Hartford, Connecticut
June 8, 1994
<PAGE>
[LOGO OF COOPERS & LYBRAND APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Plan Administrator
Thrift and Profit Sharing Plan for
Employees or Northeast Savings, F.A.:
We have audited the accompanying statements of net assets available for plan
benefits of the Thrift and Profit Sharing Plan for Employees of Northeast
Savings, F.A. (the "Plan") as of December 31, 1992, and the related statements
of changes in net assets available for plan benefits for each of the two years
in the period ended December 31, 1992. 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 plan benefits of the Plan
as of December 31, 1992, and the changes in net assets available for plan
benefits for each of the two years in the period ended December 31, 1992 in
conformity with generally accepted accounting principles.
/s/ Coopers & Lybrand
Hartford, Connecticut
June 14, 1993
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 1993 and 1992
-------
<TABLE>
<CAPTION>
1993 1992
---------- ----------
<S> <C> <C>
Assets:
Investments, at fair value
Collective Trust Funds for Employee
Benefit Plans:
Short-term $2,875,911 $3,344,672
Growth Equity 1,496,528 -
Fixed Income 601,156 -
Equity Index 856,895 -
Northeast Federal Corp. common stock 650,405 898,463
Loans to participants 379,506 261,547
---------- ----------
Total investments 6,860,401 4,504,682
---------- ----------
Receivables:
Due from broker for securities sold - 1,419,023
Employer's contribution 52,963 39,229
Participants' contribution 123,955 90,724
Accrued interest 7,139 11,173
Other 13,091 10,787
---------- ----------
Total receivables: 197,148 1,570,936
---------- ----------
Total assets 7,057,549 6,075,618
---------- ----------
Liabilities:
Due to participants - 75,322
---------- ----------
Total liabilities - 75,322
---------- ----------
Net assets available
for benefits $7,057,549 $6,000,296
========== ==========
</TABLE>
See notes to the financial statements.
3
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1993
-------
Shawmut Bank Connecticut,
N.A., Collective Trust
Funds for Employee
Benefit Plans
-------------
<TABLE>
<CAPTION>
Northeast
Loans to Short- Growth Stock Fixed Equity
Participants Term Equity Fund Income Index Total
------------ ----- ------ ------- ------ ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation (depreciation)
in the fair value
of investments $ - $ - $ 54,389 $(327,288) $ 2,458 $ 48,686 $ (221,755)
Interest and dividends - 95,804 44,625 2,281 35,883 6,431 185,024
--------- ---------- ---------- --------- -------- -------- ----------
- 95,804 99,014 (325,007) 38,341 55,117 (36,731)
--------- ---------- ---------- --------- -------- -------- ----------
Contributions:
Participants - 319,809 198,792 108,901 200,734 236,539 1,064,775
Employer - 137,724 82,907 46,616 86,651 100,155 454,053
--------- ---------- ---------- --------- -------- -------- ----------
- 457,533 281,699 155,517 287,385 336,694 1,518,828
--------- ---------- ---------- --------- -------- -------- ----------
Loans to participants:
Loans to participants
during year 283,100 (143,911) (84,320) - (23,374) (31,495) -
Repayments of loans
by participants (141,782) 49,435 29,018 12,848 23,794 26,687 -
Disbursements
in conjunction with terminations (23,359) - - - - (23,359)
--------- ---------- ---------- --------- -------- -------- ----------
117,959 (94,476) (55,302) 12,848 420 (4,808) (23,359)
--------- ---------- ---------- --------- -------- -------- ----------
Rollovers - 48,506 8,905 - 5,093 19,477 81,981
Transfers, net - (710,679) (182,781) (18,686) 395,085 517,061 -
Transfer from the 1985 Northeast
Savings, F.A. Employee Stock
Ownership Plan - 2,099 1,914 - 2,105 3,897 10,015
--------- ---------- ---------- --------- -------- -------- ----------
Total additions-net 117,959 (201,213) 153,449 (175,328) 728,429 927,438 1,550,734
--------- ---------- ---------- --------- -------- -------- ----------
Deductions from net
assets attributed to
Terminations and withdrawals - 265,829 77,789 55,818 75,728 18,317 493,481
--------- ---------- ---------- --------- -------- -------- ----------
Total deductions - 265,829 77,789 55,818 75,728 18,317 493,481
--------- ---------- ---------- --------- -------- -------- ----------
Net increase (decrease) 117,959 (467,042) 75,660 (231,146) 652,701 909,121 1,057,253
Net assets available for
benefits:
Beginning of year 261,547 3,370,582 1,464,370 903,797 - - 6,000,296
--------- ---------- ---------- --------- -------- -------- ----------
End of year $ 379,506 $2,903,540 $1,540,030 $ 672,651 $652,701 $909,121 $7,057,549
========= ========== ========== ========= ======== ======== ==========
</TABLE>
See notes to the financial statements.
4
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
NOTES TO THE FINANCIAL STATEMENTS
-------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1992
-------
Shawmut Bank Connecticut,
N.A. Collective Trust
Funds for Employee
Benefit Plans
-------------
<TABLE>
<CAPTION>
Northeast
Loans to Short- Growth Stock
Participants Term Equity Fund Total
------------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation
in the fair value
of investments $ - $ - $ 71,111 $538,664 $ 609,775
Interest - 126,543 28,650 210 155,403
-------- ---------- ---------- -------- ----------
- 126,543 99,761 538,874 765,178
-------- ---------- ---------- -------- ----------
Contributions:
Participants - 591,905 267,776 14,484 874,165
Employer - 129,506 57,329 171,992 358,827
-------- ---------- ---------- -------- ----------
- 721,411 325,105 186,476 1,232,992
-------- ---------- ---------- -------- ----------
Loans to participants:
Loans to participants
during year 214,250 (157,695) (56,555) - -
Repayments of loans
by participants (121,154) 81,281 39,873 - -
Disbursements
in conjunction
with terminations (10,279) - - - (10,279)
-------- ---------- ---------- -------- ----------
82,817 (76,414) (16,682) - (10,279)
-------- ---------- ---------- -------- ----------
Rollovers - 64,911 23,302 - 88,213
Transfers, net - (13,856) 22,625 (8,769) -
Transfer from the 1985 Northeast
Savings, F.A. Employee Stock
Ownership Plan - 1,686 6,886 - 8,572
-------- ---------- ---------- -------- ----------
Total additions 82,817 824,281 460,997 716,581 2,084,676
-------- ---------- ---------- -------- ----------
Deductions from net
assets attributed to:
Terminations and withdrawals - 170,317 66,295 35,929 272,541
-------- ---------- ---------- -------- ----------
Total deductions - 170,317 66,295 35,929 272,541
-------- ---------- ---------- -------- ----------
Net increase 82,817 653,964 394,702 680,652 1,812,135
Net assets available for
benefits:
Beginning of year 178,730 2,716,618 1,069,668 223,145 4,188,161
-------- ---------- ---------- -------- ----------
End of year $261,547 $3,370,582 $1,464,370 $903,797 $6,000,296
======== ========== ========== ======== ==========
</TABLE>
See notes to the financial statements.
5
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
NOTES TO THE FINANCIAL STATEMENTS
-------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1991
-------
Shawmut Bank Connecticut,
N.A., Collective Trust
Funds for Employee
Benefit Plans
-------------
<TABLE>
<CAPTION>
Northeast
Loans to Short- Growth Stock
Participants Term Equity Fund Total
------------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation (depreciation)
in the fair value
of investments $ - $ - $ 242,543 $ (2,746) $ 239,797
Interest - 166,496 38,286 2,317 207,099
-------- ---------- ---------- -------- ----------
- 166,496 280,829 (429) 446,896
-------- ---------- ---------- -------- ----------
Contributions:
Participants - 512,550 186,141 - 698,691
Employer - 110,037 40,205 150,204 300,446
-------- ---------- ---------- -------- ----------
- 622,587 226,346 150,204 999,137
-------- ---------- ---------- -------- ----------
Loans to participants:
Loans to participants
during year 126,650 (97,975) (28,675) - -
Repayments of loans
by participants (96,500) 81,204 15,296 - -
Disbursements
in conjunction
with terminations (31,808) - - - (31,808)
-------- ---------- ---------- -------- ----------
(1,658) (16,771) (13,379) - (31,808)
-------- ---------- ---------- -------- ----------
Rollovers - 2,931 703 - 3,634
Transfers, net - 180,113 (134,156) (45,957) -
-------- ---------- ---------- -------- ----------
Total additions (1,658) 955,356 360,343 103,818 1,417,859
-------- ---------- ---------- -------- ----------
Deductions from net assets
attributed to:
Terminations and withdrawals - 482,976 137,095 37,821 657,892
-------- ---------- ---------- -------- ----------
Total deductions - 482,976 137,095 37,821 657,892
-------- ---------- ---------- -------- ----------
Net increase (decrease) (1,658) 472,380 223,248 65,997 759,967
Net assets available for benefits:
Beginning of year 180,388 2,244,238 846,420 157,148 3,428,194
-------- ---------- ---------- -------- ----------
End of year $178,730 $2,716,618 $1,069,668 $223,145 $4,188,161
======== ========== ========== ======== ==========
</TABLE>
See notes to the financial statements.
6
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
NOTES TO THE FINANCIAL STATEMENTS
-------
1. Description of Plan:
General
-------
The Thrift and Profit Sharing Plan for Employees of Northeast Savings, F.A.
(the "Plan") is a defined contribution payroll reduction savings plan. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
The Plan was adopted by the Board of Directors of Northeast Savings, F.A.
(the "Association") as of July 1, 1984 as a payroll reduction savings plan
which provides for matching contributions by the Association. The Plan
provides for a salary reduction feature permitted under Section 401(k) of
the Internal Revenue Code and allows participants to borrow from the Plan.
The Association has the right to modify or amend the Plan at any time.
Participants should refer to the Plan agreement for more complete
information. The Plan's investments are held by a trust fund administered
by Shawmut Bank Connecticut, N.A. (the "Trustee"). The provisions
described below reflect the Plan as it exists at December 31, 1993.
All employees of the Association and certain of its subsidiaries become
eligible to participate in the Plan as of July 1 or January 1 of any year
coinciding with or next following the date the employee has completed one
year of service and attained the age of 21.
Participant Accounts
--------------------
Each participant's account is credited with the participant's contribution,
the Association's contribution and Plan earnings. Investment income is
allocated to each account based upon the percentage the account bears to
the total fund balance.
Participant Contributions
-------------------------
All contributions are paid to the Trustee for investment in accordance with
the instructions of the participants.
Effective January 1, 1993, participants may contribute between 2% and 12%
of their regular base salary subject to certain limitations as described in
the Plan Agreement.
Prior to January 1, 1993 participants elected to allocate their
contributions to the Money Market Fund and the Equity Fund in multiples of
25%. The allocation percentages selected by the participant also applied
to one half of the Association's matching and incentive contribution. The
balance of the matching and
7
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
NOTES TO THE FINANCIAL STATEMENTS
-------
1. Description of Plan, Continued:
Participant Contributions (Continued)
-------------------------------------
incentive contribution was automatically invested in common stock of
Northeast Federal Corp. (the "Company"), the holding company of the
Association. Participants may elect to change their allocation percentages
or transfer past contributions in multiples of 25% from one fund to another
fund once in a twelve month period. Amounts can be transferred out of the
Northeast Stock Fund upon eligibility for retirement at age 55 and the
completion of 10 years of service. Such election is irrevocable.
During 1992, the Plan was amended effective January 1, 1993. This
amendment incorporated three additional investment fund options for
Participant and Association contributions, Effective January 1, 1993
participants may elect to allocate their contributions to the Short-term
Fund (previously known as Money Market Fund), Growth Equity Fund
(previously known as Equity Fund), Fixed Income Fund, Equity Index Fund,
and Northeast Federal Common Stock in multiples of 10%. The allocation
percentages selected by the participant also apply to the Association's
matching and incentive contributions.
Certain rollovers from the 1985 Northeast Savings, F.A. Employee Stock
Ownership Plan (the "ESOP Plan") have been transferred to the Plan in order
to meet diversification requirements of the ESOP Plan.
Employer Contributions
----------------------
The Association will contribute to each participant's account, 50% of the
participant's pre-tax contribution, up to 6% of the participant's
compensation. Required contributions of the Association are reduced by
forfeitures.
8
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
NOTES TO THE FINANCIAL STATEMENTS
-------
1. Description of Plan, Continued:
Vesting
-------
Employee contributions vest immediately. Employer contributions and related
investment earnings vest to the participant according to the following
schedule:
<TABLE>
<CAPTION>
Years of Service Participant's
From Date of Hire Vested Percentage
----------------- -----------------
<S> <C>
3 50%
4 75%
5 100%
</TABLE>
Any participant who entered the plan on or before July 1, 1988 was 100%
vested after two years of participation.
Benefit Payments
----------------
Upon retirement or termination of employment, participants will receive the
vested amount of their account in either one lump-sum or five equal annual
installments. In the event of death, the benefits are payable to the
participant's beneficiary. The participant's beneficiary will receive the
benefit in a lump sum payment.
2. Summary of Significant Accounting Policies:
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles. Investments are stated at fair
value. Fair values of the Growth Equity, Fixed Income and Equity Index
Funds and Northeast Federal Corp. Common Stock Fund are based on quotations
from national securities exchanges as of the close of business on the last
day of the year. Fair values of the Short-term Fund are based on cost
which approximates fair value.
The Plan presents, in the Statements of Changes in Net Assets Available for
Plan Benefits, 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 those investments.
9
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
NOTES TO THE FINANCIAL STATEMENTS
-------
2. Summary of Significant Accounting Policies Continued:
Benefits Payable
----------------
In 1993, the Plan changed its method of accounting for benefits payable to
comply with the 1993 AICPA Audit and Accounting Guide, Audits of Employee
Benefit Plans. The new guidance requires that benefits payable to persons
who have withdrawn from participation in a defined contribution plan be
disclosed in the footnotes to the financial statements rather than be
recorded as a liability of the Plan. As of December 31, 1993, net assets
available for benefits included benefits of $88,447 due to participants who
have withdrawn from participation in the Plan.
Loans to Participants
---------------------
The Plan permits participants to borrow amounts from their accounts which
are vested and which are invested in any fund except the Northeast Stock
Fund. The minimum amount that may be borrowed is $1,000. The maximum
amount that may be borrowed is generally the lessor of one half of the
vested balance or $50,000 reduced by the highest outstanding loan balance
during the preceding year. The interest rate on the loan is determined by
the Association's Retirement Committee ( the "Committee"). Loans are
payable within five years except for those used to purchase or build a
primary residence. Such loans may exceed five years as determined by the
committee.
Loans are stated at principal value and interest is recognized using the
interest method. Loan principal is accounted for in the Loan Fund while
interest earned is allocated to the Short-Term Fund, the Growth Equity
Fund, the Fixed Income Fund and the Equity Index Fund based upon the
participants' current investment directives. During the period a loan is
outstanding, the participant does not share in his or her proportionate
interest in the results of operations of the Short-Term Fund, the Growth
Equity Fund, the Fixed Income Fund and the Equity Index Fund to the extent
such funds have been borrowed.
Reclassifications
-----------------
Certain prior period amounts have been reclassified to conform to the 1993
presentation.
10
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
NOTES TO THE FINANCIAL STATEMENTS
-------
3. Investments:
The fair value of each individual investment (each of which exceed 5% of
the Plan's net assets) is reflected in the Statement of Net Assets
Available for Benefits.
The net change in the fair value of investments for 1993, 1992 and 1991 is
reflected in the respective Statements of Changes in Net Assets Available
for Benefits.
The net change in unrealized appreciation (depreciation) in fair value of
investments for the years ended December 31, 1992 and 1991 is as follows:
<TABLE>
<CAPTION>
1992 1991
---- ----
<S> <C> <C>
Collective Trust
Funds Employee
Benefit Plans:
Growth Equity
Fund $ (312,567) $ 160,722
Northeast Federal Corp.
Common Stock Fund 539,719 68,113
--------- ---------
$ 227,152 $ 228,835
========= =========
</TABLE>
4. Transactions with Parties-In-Interest:
During 1993, 1992 and 1991, respectively, the Plan sold 27,251, 902 and
16,861 shares of Northeast Federal Corp. common stock at a loss of $15,707,
$1,055 and $70,859, respectively.
5. Plan Administration:
The Plan is administered by the Retirement Committee (the "Committee")
which is comprised of eight individuals who are appointed by the Board of
Directors of the Company. The Committee carries out the provisions of the
Plan, responds to questions and resolves disputes arising under the Plan.
Members of the Committee who are employees serve without compensation.
Shawmut Bank Connecticut, N.A. serves as Trustee of the Plan and has been
granted discretionary authority concerning purchases and sales of
investments of the Short-term Fund, Index Equity Fund, Fixed Income Fund
and the Growth Equity Fund of the Plan. Expenses related to investment
transactions are paid by the Plan. Administrative expenses are paid by the
Association.
11
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
NOTES TO THE FINANCIAL STATEMENTS
-------
6. Plan Termination:
The Association may terminate the Plan at any time. If the Plan is
terminated, all assets of the Plan must be used for the exclusive benefit
of the participants of the Plan. Upon termination, participants will
become fully vested. After termination, the Association will make no
further contribution to the Plan.
7. Income Tax Status:
The Plan is qualified under Section 401(k) of the Internal Revenue Code, as
amended (the "Code"), as a qualified cash or deferred arrangement and is
exempt from taxation under Section 501(a) of the Code. As such, employee
contributions through salary reduction and contributions by the Association
will not be taxable to participants until a distribution is made from the
Plan. The Plan has received a favorable Internal Revenue Service
determination letter the latest of which was dated July 25, 1990, regarding
the income tax status of the Plan. The Plan administrator and counsel
believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
8. Subsequent Event:
On June 13, 1994 the parent of Northeast Savings, F.A., Northeast Federal
Corp. announced a definitive agreement to sell the stock of Northeast
Federal Corp. to another financial institution. The effect of such
agreement on the Plan is not presently determinable.
12
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
-------
<TABLE>
<CAPTION>
Identity of Issue,
Borrower, Lessor, Description of Investment
or Similar Party Units held Cost Current Value
- - ----------------- ---------- ---- -------------
<S> <C> <C> <C>
Collective Trust Funds
Employee Benefit
Plans:
Short-term Fund Money market fund,
2,875,911 units $2,875,911 $2,875,911
Fixed Income Fund Mutual funds
58,252 units 599,490 601,156
Growth Equity Fund Mutual funds
142,120 units 1,440,688 1,496,528
Collective Fund Equity Index 808,435 856,895
8,372 units
Northeast Federal Corp. Common stock,
148,664 shares, 857,924 650,405
par $0.01
Loans to Participants Pooled Participant
Loan Fund
379,506 units 379,506 379,506
</TABLE>
13
<PAGE>
THRIFT AND PROFIT SHARING PLAN FOR EMPLOYEES OF
NORTHEAST SAVINGS, F.A.
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1993
-------
<TABLE>
<CAPTION>
Description of asset
Identity of party (include interest rate and Purchase Selling Lease
involved maturity in case of a loan) price price rental
- - ----------------- --------------------------- -------- ------- ------
<S> <C> <C> <C> <C>
INDIVIDUAL TRANSACTIONS
PURCHASES
Collective Trust Funds
Employee Benefit Plans Growth Equity Fund 1,423,892.00
Collective Trust Funds
Employee Benefit Plans Equity Index Fund 332,586.01
SERIES OF TRANSACTIONS
PURCHASES
Collective Trust Funds
Employee Benefit Plans Fixed Income 654,113.71
Collective Trust Funds
Employee Benefit Plan Growth Equity Fund 1,598,536.77
Collective Trust Funds
Employee Benefit Plan Equity Index Fund 820,172.21
<CAPTION>
Current value
Identity of party Expenses incurred Cost of of asset on Net gain
involved with transaction asset transaction date or (loss)
- - ----------------- ----------------- ------- ---------------- --------
<S> <C> <C> <C> <C>
INDIVIDUAL TRANSACTIONS
PURCHASES
Collective Trust Funds
Employee Benefit Plans 1,423,892.00 1,423,892.00
Collective Trust Funds
Employee Benefit Plans 332,586.01 332,586.01
SERIES OF TRANSACTIONS
PURCHASES
Collective Trust Funds
Employee Benefit Plans 654,113.71 654,113.71
Collective Trust Funds
Employee Benefit Plan 1,598,536.77 1,598,536.77
Collective Trust Funds
Employee Benefit Plan 820,172.21 820,172.21
</TABLE>
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement, Thrift and Profit Sharing Plan and ESOP Committee has duly caused
this annual report to be signed on its behalf by the undersigned, hereunto
duly authorized,
Thrift and Profit Sharing Plan for
Employees of Northeast Savings, F.A.
Date: June 29, 1994 By: /s/ John L. Penwell
-------------------------------
John L. Penwell
Chairman of the Committee
By: /s/ Kirk W. Walters
-------------------------------
Kirk W. Walters
Committee Member
By: /s/ Albert J. Brenner
-------------------------------
Albert J. Brenner
Committee Member
By: /s/ Dorothy R. Calahan
-------------------------------
Dorothy R. Calahan
Committee Member
By: /s/ Lynne M. Carcia
-------------------------------
Lynne M. Carcia
Committee Member
By: /s/ Gilbert F. Ehmke
-------------------------------
Gilbert F. Ehmke
Committee Member
By: /s/ Craig W. Smith
-------------------------------
Craig W. Smith
Committee Member
By: /s/ Lisa Schraa-Banner
-------------------------------
Lisa Schraa-Banner
Committee Member
<PAGE>
EXHIBITS
Exhibit Number Description
- - -------------- -----------
23.2 Consent of Accountants
Coopers & Lybrand
23.3 Consent of Accountants
Deloitte & Touche
<PAGE>
[LOGO OF COOPERS & LYBRAND APPEARS HERE]
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
The Board of Directors
Northeast Federal Corp.:
We consent to the incorporation by reference in the registration statement on
Form S-8 (File No. 33-53490) of Northeast Federal Corp. of our report dated
June 14, 1993, on our audit of the financial statements of the Thrift and
Profit Sharing Plan for Employees of Northeast Savings, F.A. as of December
31, 1992 and for each of the two years in the period ended December 31, 1992,
which report is included in this Annual Report of Form 11-K.
/s/ Coopers & Lybrand
Hartford, Connecticut
June 8, 1994
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-53490 of Northeast Federal Corp. on Form S-8 of our report dated June 8,
1994 appearing in Form 11-K of the Thrift and Profit Sharing Plan for
Employees of Northeast Savings, F.A. for the year ended December 31, 1993.
/s/ Deloitte & Touche
Hartford, Connecticut
June 24, 1994
