SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number 0-20187
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
MIDDLETOWN SAVINGS BANK 401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MSB Bancorp, Inc.
35 Matthews Street
Goshen, New York 10924
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the 401(k) savings plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Middletown Savings Bank
401(k) Savings Plan
(Name of Plan)
Date June 22, 1996 /s/William C. Myers
--------------------------
(Signature)
William C. Myers, President and
Chief Executive Officer
Plan Administrator
<PAGE>
MIDDLETOWN SAVINGS BANK
GOSHEN, NEW YORK
401(K) SAVINGS PLAN
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
<PAGE>
MIDDLETOWN SAVINGS BANK
GOSHEN, NEW YORK
401(K) SAVINGS PLAN
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Statement of Net Assets Available for Plan
Benefits With Fund Information 2 - 3
Statement of Changes in Net Assets Available for
Plan Benefits With Fund Information 4
Notes to Financial Statements 5 - 7
SUPPLEMENTARY INFORMATION
Schedule I - Assets Held for Investment Purposes 8
Schedule II - Assets Held for Investment Purposes Which
Were Both Acquired and Disposed of Within
the Plan Year 9
Schedule III - Leases in Default or Classified as Uncollectible 9
Schedule IV - Nonexempt Transactions 9
Schedule V - Reportable Transactions 10 - 11
<PAGE>
[LETTERHEAD OF NUGENT & HAEUSSLER, P. C.]
INDEPENDENT AUDITOR'S REPORT
The Trustees
Middletown Savings Bank
401(K) Savings Plan
35 Matthews Street
Goshen, New York 10924
We have audited the accompanying statement of net assets available for plan
benefits of the Middletown Savings Bank 401(K) Savings Plan as of December 31,
1995 and 1994, and the related statement of changes in net assets available for
plan benefits for the year ended December 31, 1995. 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, 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, 1995 and 1994, and the changes in net assets available for benefits
for the year ended December 31, 1995, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules are presented for the
purpose of additional analysis and is not a required part of the basic financial
statements. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Nugent & Haeussler, P.C.
------------------------------
NUGENT & HAEUSSLER, P. C.
Newburgh, New York
June 6, 1996
-1-
<PAGE>
MIDDLETOWN SAVINGS BANK
GOSHEN, NEW YORK
401K SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR
PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
FIDELITY
ADVISOR FIDELITY
GROWTH ADVISOR
OPPORTUNITIES INCOME AND
FUND GROWTH FUND
<S> <C> <C>
ASSETS
Investments, at Fair Market Value (Note 2)
Shares of Registered Investment Companies $ 281,708 $ 205,874
MSB Bancorp Stock 0 0
---------- ----------
TOTAL INVESTMENTS 281,708 205,874
---------- ----------
RECEIVABLES
Employer's Contribution 0 0
Participant Notes Receivable 0 0
Accrued Income 3 2
---------- ----------
TOTAL RECEIVABLES 3 2
---------- ----------
CASH 2,333 1,473
---------- ----------
TOTAL ASSETS 284,044 207,349
LIABILITIES 0 0
- ----------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 284,044 $ 207,349
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
<TABLE>
<CAPTION>
P A R T I C I P A N T D I R E C T E D
FIDELITY
FIDELITY ADVISOR FIDELITY MSB
ADVISOR LIMITED DAILY BANCORP
OVERSEAS TERM BOND MONEY STOCK PARTICIPANT
FUND FUND FUND FUND NOTES OTHER TOTAL
-------- ---------- --------- --------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 39,891 $ 107,406 $ 0 $ 0 $ 0 $ 0 $ 634,879
0 0 0 440,781 0 0 440,781
-------- --------- -------- --------- -------- -------- -----------
39,891 107,406 0 440,781 0 0 1,075,660
-------- --------- -------- --------- -------- -------- -----------
0 0 0 0 0 60,000 60,000
0 0 0 0 63,690 0 63,690
0 1 1,195 3,632 0 0 4,833
-------- --------- -------- --------- -------- -------- -----------
0 1 1,195 3,632 63,690 60,000 128,523
-------- --------- -------- --------- -------- -------- -----------
238 859 68,783 2,404 0 0 76,090
-------- --------- -------- --------- -------- -------- -----------
40,129 108,266 69,978 446,817 63,690 60,000 1,280,273
0 0 0 0 0 0 0
-------- --------- -------- --------- -------- -------- -----------
$ 40,129 $ 108,266 $ 69,978 $ 446,817 $ 63,690 $ 60,000 $ 1,280,273
========== =========== ========== =========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
MIDDLETOWN SAVINGS BANK
GOSHEN, NEW YORK
401K SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR
PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
SHORT
CORE VALUE TERM
EQUITY EQUITY INVESTMENT
FUND FUND FUND
<S> <C> <C> <C>
ASSETS
Investments, at Fair Value (Note 2)
Shares of Registered Investment Companies
RSI Retirement Trust $ 318,599 $ 61,115 $ 179,340
MSB Bancorp Stock 0 0 0
--------- -------- ---------
TOTAL INVESTMENTS 318,599 61,115 179,340
--------- -------- ---------
RECEIVABLES
Participant Notes Receivable 0 0 0
--------- -------- ---------
CASH 0 0 0
--------- -------- ---------
TOTAL ASSETS 318,599 61,115 179,340
LIABILITIES 0 0 0
- ----------- --------- -------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $ 318,599 $ 61,115 $ 179,340
=========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
<TABLE>
<CAPTION>
P A R T I C I P A N T D I R E C T E D
ACTIVELY INTERMEDIATE MSB
MANAGED TERM EMERGING BANCORP
BOND BOND GROWTH STOCK PARTICIPANT
FUND FUND EQUITY FUND NOTES OTHER TOTAL
<S> <C> <C> <C> <C> <C> <C>
$ 127,652 $ 62,434 $ 78,222 $ 0 $ 0 $ 0 $ 827,362
0 0 0 416,781 0 0 416,781
--------- -------- -------- --------- -------- ------- -----------
127,652 62,434 78,222 416,781 0 0 1,244,143
--------- -------- -------- --------- -------- ------- -----------
0 0 0 0 59,171 0 59,171
--------- -------- -------- --------- -------- ------- -----------
0 0 0 0 0 1,088 1,088
--------- -------- -------- --------- -------- ------- -----------
127,652 62,434 78,222 416,781 59,171 1,088 1,304,402
0 0 0 0 0 0 0
--------- -------- -------- --------- -------- ------ -----------
$ 127,652 $ 62,434 $ 78,222 $ 416,781 $ 59,171 $ 1,088 $ 1,304,402
=========== ========== ========== =========== ========== ========= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
MIDDLETOWN SAVINGS BANK
GOSHEN, NEW YORK
401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
FIDELITY
ADVISOR FIDELITY FIDELITY
GROWTH ADVISOR ADVISOR
OPPORTUNITIES INCOME AND OVERSEAS
FUND GROWTH FUND FUND
ADDITIONS
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment Income
Net Appreciation (Depreciation)
in Fair Value of Investments $ 4,699 $ 1,422 $ 659
Interest 0 0 0
Dividends 470 400 22
--------- --------- --------
TOTAL INVESTMENT INCOME 5,169 1,822 681
--------- --------- --------
CONTRIBUTIONS:
Participants' 25,080 15,687 2,811
Employer's 0 0 0
--------- --------- --------
TOTAL CONTRIBUTIONS 25,080 15,687 2,811
--------- --------- --------
TOTAL ADDITIONS 30,249 17,509 3,492
--------- --------- --------
DEDUCTIONS:
Deductions from Net Assets Attributed to:
Benefits Paid to Participants 128 62 0
--------- --------- --------
Net Increase (Decrease) Prior to Transfers 30,121 17,447 3,492
Transfers 253,923 189,902 36,637
--------- --------- --------
Net Increase (Decrease) 284,044 207,349 40,129
Net Assets Available for Benefits:
BEGINNING OF YEAR 0 0 0
--------- --------- --------
END OF YEAR $ 284,044 $ 207,349 $ 40,129
=========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
<TABLE>
<CAPTION>
P A R T I C I P A N T D I R E C T E D
FIDELITY
ADVISOR FIDELITY MSB
LIMITED DAILY BANCORP RSI
TERM BOND MONEY STOCK PARTICIPANT RETIREMENT
FUND FUND FUND NOTES OTHER TRUST TOTAL
<S> <C> <C> <C> <C> <C> <C>
$ 635 $ 0 $ (59,700) $ 0 $ 0 $ 167,658 $ 115,373
0 0 0 2,376 0 0 2,376
558 1,227 12,008 0 0 0 14,685
--------- -------- --------- -------- -------- --------- -----------
1,193 1,227 (47,692) 2,376 0 167,658 132,434
--------- -------- --------- -------- -------- --------- -----------
8,773 2,840 44,733 0 0 43,428 143,352
0 0 0 0 60,000 0 60,000
--------- -------- --------- -------- -------- --------- ----------
8,773 2,840 44,733 0 60,000 43,428 203,352
--------- -------- --------- -------- -------- --------- ----------
9,966 4,067 (2,959) 2,376 60,000 211,086 335,786
--------- -------- --------- -------- -------- --------- ----------
42 20 157,161 0 0 202,502 359,915
--------- -------- --------- -------- -------- --------- ----------
9,924 4,047 (160,120) 2,376 60,000 8,584 (24,129)
98,342 65,931 190,156 2,143 0 (837,034) 0
--------- -------- --------- -------- -------- --------- ----------
108,266 69,978 30,036 4,519 60,000 (828,450) (24,129)
0 0 416,781 59,171 0 828,450 1,304,402
--------- -------- --------- -------- -------- --------- ----------
$ 108,266 $ 69,978 $ 446,817 $ 63,690 $ 60,000 $ 0 $1,280,273
=========== ========== =========== ========== ========== ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
MIDDLETOWN SAVINGS BANK 401(K) SAVINGS PLAN
GOSHEN, NEW YORK
NOTES TO FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF PLAN.
The following description of the Middletown Savings Bank ("Bank")
401(k) Savings Plan ("Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
A. GENERAL
The Plan is a defined contribution plan covering all full-time
employees of the Company who have one year of service and are
age twenty-one or older. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Participation in the Plan is voluntary.
B. CONTRIBUTIONS
Each year, participants may elect to make contributions of not
less than 2% nor more than 10% of pretax annual compensation, as
defined in the Plan. Participants may also contribute amounts
representing distributions from other qualified defined benefit
or contribution plans. Additional amounts may be contributed at
the discretion of the Bank. Contributions are subject to certain
limitations.
Prior to October 1, 1992, the Bank made contributions on behalf
of each participant in an amount equal to 50% of such
participant's basic contributions up to a maximum of 3% of the
participant's compensation. The Bank has not made any matching
contributions since October 1, 1992. As of December 31, 1995,
the Plan has accrued $60,000.00 in discretionary contributions
from the Bank.
C. PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution and allocations of (a) the Company's contribution,
if any, and, (b) Plan earnings. Bank contributions shall be
allocated among the eligible employees in the proportion that
the compensation of each such eligible employee bears to the
aggregate compensation of all such eligible employees. The
benefit to which a participant is entitled is the benefit that
can be provided from the participant's vested account.
D. VESTING
Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the Company's matching and
discretionary contribution portion of their accounts plus actual
earnings thereon is based on years of continuous service. A
participant is 100% vested after six years of credited service.
-5-
<PAGE>
MIDDLETOWN SAVINGS BANK 401(K) SAVINGS PLAN
GOSHEN, NEW YORK
NOTES TO FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF PLAN. (Continued)
E. INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee
contributions in 5% increments in any of the following six
investment options:
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Income and Growth Fund
Fidelity Advisor Overseas Fund
Fidelity Advisor Limited Term Bond Fund
Fidelity Daily Money Fund
MSB Bancorp Stock Fund
Participants may change their investment options quarterly.
F. PARTICIPANT NOTES RECEIVABLE
Participants may borrow from their accounts a minimum of $500.00
up to a maximum equal to the lesser of $50,000 or 50% of their
vested account balance. Loan transactions are treated as a
transfer to (from) the investment fund from (to) the Participant
Notes fund. Loan terms shall not exceed 5 years unless the loan
is used to acquire a primary residence, in which case the
borrower may have a term up to 10 years. The loans are secured
by the balance in the participant's account and bear interest at
the prime rate, rounded to the nearest quarter of 1%. Principal
and interest is paid ratably through monthly payroll deductions.
G. PAYMENT OF BENEFITS
On termination of service due to disability or retirement, a
participant may elect to receive either a lump-sum amount equal
to the value of the participant's vested interest in his or her
account, or annual installments over a period not to exceed ten
years.
H. FORFEITURES
Upon the termination of service of a participant for any reason
other than early retirement, death or disability, that portion,
if any, of his accounts that is not vested shall be forfeited.
NOTE 2. SUMMARY OF ACCOUNTING POLICIES.
A. BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the
accrual method of accounting.
B. ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual
results may differ from those estimates.
-6-
<PAGE>
MIDDLETOWN SAVINGS BANK 401(K) SAVINGS PLAN
GOSHEN, NEW YORK
NOTES TO FINANCIAL STATEMENTS
NOTE 2. SUMMARY OF ACCOUNTING POLICIES. (Continued)
C. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's
investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which
represent the net asset value of shares held by the Plan at
year-end. The Company stock is valued at its quoted market
price. Participant notes receivable are valued at cost which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
D. PAYMENT OF BENEFITS
Benefits are recorded when paid.
E. PLAN TERMINATION
Although it has not expressed any intent to do so, the Bank has
the right under the Plan to terminate the Plan at any time,
subject to the provisions of ERISA. In the event of Plan
termination, the accounts of each affected participant shall
become fully vested.
F. PLAN CHANGES
Effective July 1, 1995, the Bank's Board of Directors deemed it
necessary to withdraw Plan assets invested in RSI trust and to
appoint Marine Midland as successor trustee of such assets and
as trustee for all future contributions made to the Plan.
The maximum level of employee contributions to the Plan was
increased to 10% of compensation. Also, the Bank may, in its
discretion, make matching or profit sharing contributions to the
401(k) Plan which may be directly invested in Bank shares.
G. TAX STATUS
The Internal Revenue Service has determined and informed the
Company by a letter dated October 24, 1995, that the Plan and
related trust are designed in accordance with applicable
sections of the Internal Revenue Code (IRC). The Plan
administrator and the Plan's tax counsel believe that the Plan
continues to qualify and to operate as designed.
-7-
<PAGE>
MIDDLETOWN SAVINGS BANK
GOSHEN, NEW YORK
401(K) SAVINGS PLAN
SCHEDULE I - ITEM 27A SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
NUMBER
OF CURRENT
SHARES COST VALUE
<S> <C> <C> <C>
1. SHARES OF REGISTERED INVESTMENT COMPANIES
Fidelity Advisor Growth Opportunities Fund 8903.51 $ 277,426 $ 281,708
Fidelity Advisor Income and Growth Fund 13104.653 204,490 205,874
Fidelity Advisor Overseas Fund 2774.06 39,234 39,891
Fidelity Advisor Limited Term Bond Fund 9917.467 106,774 107,406
---------- ----------
SUBTOTAL --- $ 627,924 $ 634,879
2. MSB Bancorp Common Stock 23826.00 416,648 440,781
3. Participant Notes N/A 63,690 63,690
---------- ----------
TOTAL $1,108,262 $1,139,350
=========== ==========
</TABLE>
-8-
<PAGE>
MIDDLETOWN SAVINGS BANK
GOSHEN, NEW YORK
401(K) SAVINGS PLAN
DECEMBER 31, 1995
SCHEDULE II - ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES WHICH
WERE BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR
None
SCHEDULE III - ITEM 27C - SCHEDULE OF LEASES IN DEFAULT OR CLASSIFIED AS
UNCOLLECTIBLE
None
SCHEDULE IV - ITEM 27E - SCHEDULE OF NONEXEMPT TRANSACTIONS
None
-9-
<PAGE>
MIDDLETOWN SAVINGS BANK
GOSHEN, NEW YORK
401(K) SAVINGS PLAN
SCHEDULE V - ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
AVERAGE
COST
TRAN NUMBER OF OF COST/ NET GAIN
TYPE TRANSACTIONS ASSETS PROCEEDS OR LOSS
<S> <C> <C> <C> <C> <C>
2,169,478.600 PAR
MONEY MARKET FD
FIDELITY DAILY MONEY FD BOT 116 --- 2,169,478.60 ---
2,095,791.960 PAR
MONEY MARKET FD
FIDELITY DAILY MONEY FD SLD 81 2,095,791.96 2,095,791.96 ---
8,903.510 UNITS
FIDELITY ADVISOR SERIES II
GROWTH OPPORTUNITIES PORT BOT 15 --- 277,426.18 ---
0.000 UNITS
FIDELITY ADVISOR SERIES II
GROWTH OPPORTUNITIES PORT SLD 2 --- 417.79 417.79
13.104.653 UNITS
FIDELITY ADVISOR SERIES II
INCOME AND GROWTH PORT BOT 16 --- 204,490.22 ---
0.000 UNITS
FIDELITY ADVISOR SERIES II
INCOME AND GROWTH SLD 2 --- 38.41 38.41
10,056.935 UNITS
FIDELITY ADVISOR SERIES IV
LTD TERM BD FD
INST'L CLIENT BOT 18 --- 108,275.54 ---
139.468 UNITS
FIDELITY ADVISOR SERIES IV
LTD TERM BD FD
INST'L CLIENT SLD 1 1,501.51 1,504.86 3.35
10,250.000 UNITS
MSB BANCORP INC BOT 13 --- 225,227.75 ---
</TABLE>
-10-
<PAGE>
MIDDLETOWN SAVINGS BANK
GOSHEN, NEW YORK
401(K) SAVINGS PLAN
SCHEDULE V - ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
(Continued)
<TABLE>
<CAPTION>
AVERAGE
COST
TRAN NUMBER OF OF COST/ NET GAIN
TYPE TRANSACTIONS ASSETS PROCEEDS OR LOSS
<S> <C> <C> <C> <C> <C>
4,849.000 UNITS
MSB BANCORP INC SLD 6 62,679.08 97,251.50 34,572.42
346,403.210 PAR
MARINE MIDLAND BANK
COLLECTIVE TRUST
SHORT TERM INVESTMENT FUND
DIRECTED BOT 60 --- 346,403.21 ---
364,015.850 PAR
MARINE MIDLAND BANK
COLLECTIVE TRUST
SHORT TERM INVESTMENT FUND
DIRECTED SLD 34 364,015.85 364,015.85 ---
</TABLE>
-11-
