SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 11-K
ANNUAL REPORT 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 EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
( ) TRANSACTION 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 26, 1997 /s/ William C. Myers
-------------------------- ----------------------------------------
(Signature)
William C. Myers, President and
Chief Executive Officer
Plan Administrator
<PAGE>
[LOGO OF KPMG PEAT MARWICK LLP]
MIDDLETOWN SAVINGS BANK
401(K) SAVINGS PLAN
Financial Statements and Schedules
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE>
[LOGO OF KPMG PEAT MARWICK LLP]
KPMG Peat Marwick LLP
New Jersey Headquarters
150 John F. Kennedy Parkway
Short Hills, NJ 07078
INDEPENDENT AUDITORS' REPORT
The Plan Administrator
Middletown Savings Bank 401(k) Savings Plan:
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,
1996, and the related statement of changes in net assets available for plan
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. The accompanying
financial statements of the Middletown Savings Bank 401(k) Savings Plan as of
December 31, 1995 were audited by other auditors whose report thereon dated June
6, 1996 expressed an unqualified opinion on those statements.
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 plan benefits of the Plan as
of December 31, 1996, and the changes in net assets available for plan benefits
for the year then ended in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes, and 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
statement of net assets available for plan 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 plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audit 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
May 30, 1997
2
[LOGO OF KPMG PEAT MARWICK LLP]
MEMBER FIRM OF
KPMG INTERNATIONAL
<PAGE>
<TABLE>
MIDDLETOWN SAVINGS BANK
401(K) SAVINGS BANK
Statement of Net Assets Available
for Plan Benefits
December 31, 1996
<CAPTION>
Fidelity Fidelity
Advisor Advisor Fidelity
Growth Fidelity Fidelity Inter- Advisor
Oppor- Advisor Advisor mediate Daily
tunities Balanced Overseas Bond Money
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair market value: $ 842,824 571,313 87,194 182,734 166,241
Mutual funds (notes 2 and 3) - - - - -
------- ------- ------- ------- -------
MSB Bancorp stock
Total investments 842,824 571,313 87,194 182,734 166,241
------- ------- ------ ------- -------
Receivables:
Employer contribution - - - - -
Participant notes receivable - - - - -
Accrued income - - - - -
------- ------- ------ ------ -------
Total receivables - - - - -
------- ------- ------ ------ -------
Cash - - - - -
------- ------- ------ ------ -------
Net assets available for
plan benefits $ 842,824 571,313 87,194 182,734 166,241
======= ======= ====== ======= =======
<CAPTION>
MSB
Bancorp Par-
Stock ticipant
Fund Notes Other Total
---- ----- ----- -----
<S> <C> <C> <C> <C>
Assets:
Investments, at fair market value: - - - 1,850,306
Mutual funds (notes 2 and 3) 585,846 - - 585,846
------- ------- ------- ---------
MSB Bancorp stock
Total investments 585,846 - - 2,436,152
------- ------- ------- ---------
Receivables:
Employer contribution - - 167,320 167,320
Participant notes receivable - 133,399 - 133,399
Accrued income 4,564 - - 4,564
------- ------- ------- -------
Total receivables 4,564 133,399 167,320 305,283
------ ------- ------- -------
Cash 20,350 - - 20,350
------ ------- ------- -------
Net assets available for
plan benefits 610,760 133,399 167,320 2,761,785
======= ======= ======= =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
MIDDLETOWN SAVINGS BANK
401(K) SAVINGS PLAN
Statement of Net Assets Available
for Plan Benefits
December 31, 1995
<CAPTION>
Fidelity Fidelity Fidelity
Advisor Advisor Advisor Fidelity
Growth Income Fidelity Limited Advisor MSB
Oppor- and Advisor Term Daily Bancorp
tunities Growth Overseas Bond Money Stock
Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair market value:
Mutual funds (notes 2 and 3) $ 281,708 205,874 39,891 107,406 -- --
MSB Bancorp stock -- -- -- -- -- 440,781
--------- --------- --------- --------- --------- ---------
Total Investments 281,708 205,874 39,891 107,406 -- 440,781
--------- --------- --------- --------- --------- ---------
Receivables:
Employer contribution -- -- -- -- -- --
Participant notes receivable -- -- -- -- -- --
Accrued income 3 2 -- 1 1,195 3,632
--------- --------- --------- --------- --------- ---------
Total receivables 3 2 -- 1 1,195 3,632
--------- --------- --------- --------- --------- ---------
Cash 2,333 1,473 238 859 68,783 2,404
--------- --------- --------- --------- --------- ---------
Net assets available for plan benefits $ 284,044 207,349 40,129 108,266 69,978 446,817
========= ========= ========= ========= ========= =========
<CAPTION>
Par-
ticipant
Notes Other Total
----- ----- -----
<S> <C> <C> <C>
Assets:
Investments, at fair market value:
Mutual funds (notes 2 and 3) -- -- 634,879
MSB Bancorp stock -- -- 440,781
--------- --------- ---------
Total Investments -- -- 1,075,660
--------- --------- ---------
Receivables:
Employer contribution -- 60,000 60,000
Participant notes receivable 63,690 -- 63,690
Accrued income -- -- 4,833
--------- --------- ---------
Total receivables 63,690 60,000 128,523
--------- --------- ---------
Cash -- -- 76,090
--------- --------- ---------
Net assets available for plan benefits 63,690 60,000 1,280,273
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
<TABLE>
MIDDLETOWN SAVINGS BANK
401(K) SAVINGS PLAN
Statement of Changes in Net Assets Available
for Plan Benefits
Year ended December 31, 1996
<CAPTION>
Fidelity Fidelity
Advisor Advisor Fidelity
Growth Fidelity Fidelity Inter- Advisor MSB
Oppor- Advisor Advisor mediate Daily Bancorp Par-
tunities Balanced Overseas Bond Money Stock ticipant
Fund Fund Fund Fund Fund Fund Notes
---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Net appreciation (depreciation) in fair
value of investments $ 76,943 22,733 6,100 (5,741) -- 14,379 --
Interest -- -- -- -- -- 703 --
Dividends 11,775 11,695 781 11,212 2,717 16,146 --
-------- -------- -------- -------- -------- -------- --------
Total investment income 88,718 34,428 6,881 5,471 2,717 31,228 --
-------- -------- -------- -------- -------- -------- --------
Contributions:
Participant 261,031 144,658 22,946 75,471 24,064 174,753 69,709
Employer 18,393 11,415 2,125 6,274 3,087 -- --
-------- -------- -------- -------- -------- -------- --------
Total contributions 279,424 156,073 25,071 81,745 27,151 174,753 69,709
-------- -------- -------- -------- -------- -------- --------
Rollovers from Middletown Savings Bank
Retirement Plan in RSI Retirement Trust 328,169 202,249 24,921 52,619 51,373 58,061 --
-------- -------- -------- -------- -------- -------- --------
Total additions 696,311 392,750 56,873 139,835 81,241 264,042 69,709
Deductions from net assets attributed to
benefits paid to participants 113,395 43,403 8,513 38,399 41,639 81,220 --
-------- -------- -------- -------- -------- -------- --------
Net increase prior to transfers 582,916 349,347 48,360 101,436 39,602 182,822 69,709
Transfers (24,136) 14,617 (1,295) (26,968) 56,661 (18,879) --
-------- -------- -------- -------- -------- -------- --------
Net increase 558,780 363,964 47,065 74,468 96,263 163,943 69,709
Net assets available for plan benefits:
Beginning of year 284,044 207,349 40,129 108,266 69,978 446,817 63,690
-------- -------- -------- -------- -------- -------- --------
End of year $842,824 571,313 87,194 182,734 166,241 610,760 133,399
======== ======== ======== ======== ======== ======== ========
<CAPTION>
Other Total
----- -----
<S> <C> <C>
Additions:
Investment income:
Net appreciation (depreciation) in fair
value of investments -- 114,414
Interest -- 703
Dividends -- 54,326
-------- --------
Total investment income -- 169,443
-------- --------
Contributions:
Participant -- 772,632
Employer 167,320 208,614
-------- --------
Total contributions 167,320 981,246
-------- --------
Rollovers from Middletown Savings Bank
Retirement Plan in RSI Retirement Trust -- 717,392
-------- --------
Total additions 167,320 1,868,081
Deductions from net assets attributed to
benefits paid to participants 60,000 386,569
-------- --------
Net increase prior to transfers 107,320 1,481,512
Transfers -- --
-------- ----------
Net increase 107,320 1,481,512
Net assets available for plan benefits:
Beginning of year 60,000 1,280,273
-------- ---------
End of year 167,320 2,761,785
======== =========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
<TABLE>
MIDDLETOWN SAVINGS BANK
401(K) SAVINGS BANK
Statement of Changes in Net Assets Available
for Plan Benefits
Year ended December 31, 1995
<CAPTION>
Fidelity Fidelity
Advisor Advisor Fidelity
Growth Fidelity Fidelity Limited Advisor
Oppor- Advisor Advisor Term Daily
tunities Balanced Overseas Bond Money
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ 4,699 1,422 659 635 -
Interest - - - - -
Dividends 470 400 22 558 1,227
-------- ------- ------ ------ -------
Total investment income 5,169 1,822 681 1,193 1,227
-------- ------- ------ ------ -------
Contributions:
Participant 25,080 15,687 2,811 8,773 2,840
Employer - - - - -
-------- ------- ------- ------- -------
Total contributions 25,080 15,687 2,811 8,773 2,840
-------- ------- ------- ------- -------
Total additions 30,249 17,509 3,492 9,966 4,067
Deductions from net assets attributed to
benefits paid to participants 128 62 - 42 20
-------- ------- ------- ------- -------
Net increase (decrease)
prior to transfer 30,121 17,447 3,492 9,924 4,047
Transfers 253,923 189,902 36,637 98,342 65,931
-------- ------- ------- ------- -------
Net increase (decrease) 284,044 207,349 40,129 108,266 69,978
Net assets available for plan benefits:
Beginning of year - - - - -
-------- ------- ------- ------- -------
End of year $ 284,044 207,349 40,129 108,266 69,978
======== ======= ======= ======= =======
<CAPTION>
MSB
Bancorp Par- RSI
Stock ticipant Retirement
Fund Notes Other Trust Total
---- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Net appreciation (depreciation) in
fair value of investments (59,700) - - 167,658 115,373
Interest - 2,376 - - 2,376
Dividends 12,008 - - - 14,685
--------- ------- ------- -------- --------
Total investment income (47,692) 2,376 - 167,658 132,434
--------- ------- ------- -------- --------
Contributions:
Participant 44,733 - - 43,428 143,352
Employer - - 60,000 - 60,000
-------- ------- ------- -------- --------
Total contributions 44,733 - 60,000 43,428 203,352
-------- ------- ------- -------- --------
Total additions (2,959) 2,376 60,000 211,086 335,786
Deductions from net assets attributed to
benefits paid to participants 157,161 - - 202,502 359,915
-------- ------- ------- -------- --------
Net increase (decrease)
prior to transfer (160,120) 2,376 60,000 8,584 (24,129)
Transfers 190,156 2,143 - (837,034) -
-------- ------- ------- --------- --------
Net increase (decrease) 30,036 4,519 60,000 (828,450) (24,129)
Net assets available for plan benefits:
Beginning of year 416,781 59,171 - 828,450 1,304,402
-------- ------- ------- ------- ---------
End of year 446,817 63,690 60,000 - 1,280,273
======== ======= ====== ======= =========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
MIDDLETOWN SAVINGS BANK
401(K) SAVINGS PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(1) DESCRIPTION OF PLAN
The following description of the Middletown Savings Bank 401(k) Savings
Plan (the Plan) provides 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 MSB Bank (the Bank) who have one year of service, as
defined, and are age 21 or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). Employee contribution to 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 by the Bank at the
discretion of the Bank. Contributions are subject to certain
limitations.
(C) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution and allocations of (i) the Bank's contribution, if any,
and (ii) plan earnings or losses. 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 and
actual earnings or losses thereon. After two years of service, a
participant is vested in employer contributions plus actual earnings
or losses thereon, 20% for each year of service until the
participant is 100% vested.
7
<PAGE>
MIDDLETOWN SAVINGS BANK
401(K) SAVINGS PLAN
Notes to Financial Statements, Continued
(1), CONTINUED
(E) PARTICIPANT DIRECTED INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct his or her
contributions in 5% increments in any of the following six
investment options:
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Balanced Fund
Fidelity Advisor Overseas Fund
Fidelity Advisor Intermediate Bond Fund
Fidelity Advisor Daily Money Fund
MSB Bancorp Stock Fund
During 1996, the name of the Fidelity Advisor Income and Growth Fund
changed to Fidelity Advisor Balanced Fund and the name of the
Fidelity Advisor Limited Term Bond Fund changed to Fidelity Advisor
Intermediate Bond Fund. Participants may change their investment
options quarterly.
(F) PARTICIPANT NOTES RECEIVABLE
Participants may borrow from their accounts up to an amount 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
five years unless the loan is used to acquire a primary residence,
in which case the borrower may have a term of up to ten 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 are paid ratably through monthly payroll
deductions.
(G) PAYMENT OF BENEFIT
Upon termination of service, 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 or her account that is not vested shall be forfeited.
Amounts that are forfeited by participants terminating during a plan
year are allocated, as of the last valuation date in such year,
among the matching contribution accounts of participants who are
eligible employees as of the last day of such year. Such allocation
is made in the same proportion that each such participant's
compensation for the plan year bears to the aggregate compensation
of all such participants for such year.
8
<PAGE>
MIDDLETOWN SAVINGS BANK
401(K) SAVINGS PLAN
Notes to Financial Statements, Continued
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF ACCOUNTING
The accompanying financial statements of the Plan are prepared on an
accrual basis of accounting.
(B) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to
make estimates and assumptions that affect the reporting of assets
and liabilities and disclosures of contingent assets and
liabilities. Accordingly, actual results may differ from those
estimates.
(C) INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair market value. Mutual funds
are valued at quoted market prices which represent the net asset
value of shares held by the Plan at year end. Bank stock is valued
at its quoted market price. Participant notes receivable are valued
at cost which approximates fair value.
The assets of the Plan are primarily financial instruments which are
monetary in nature. As a result, interest rates have a more
significant impact on the Plan's performance than the effects of
general levels of inflation. Interest rates do not necessarily move
in the same direction or in the same magnitude as the prices of
goods and services as measured by the consumer price index.
Investments in funds are subject to risk conditions of the
individual fund objectives, the stock market, interest rates,
economic conditions and world affairs.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on an 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.
9
<PAGE>
MIDDLETOWN SAVINGS BANK
401(K) SAVINGS PLAN
Notes to Financial Statements, Continued
(2), CONTINUED
(F) FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Bank 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 and, therefore, are exempt from federal income taxes.
In the opinion of the plan administrator and the Plan's tax counsel,
the Plan and related trust have operated within the terms of the
Plan and remain qualified under the applicable provisions of the
Internal Revenue Code.
(G) ADMINISTRATIVE EXPENSES
Administrative expenses are paid by the Bank.
(3) INVESTMENTS
Investments that represent 5% or more of net assets available for plan
benefits as of December 31, 1996 and 1995 are as follows:
1996 1995
---- ----
Fidelity Advisor Growth Opportunities Fund-
23,876.026 shares in 1996 and 8,903.51
shares in 1995 $ 842,824 281,708
Fidelity Advisor Balanced Fund--
34,878.711 shares in 1996 and 13,104.290
shares in 1995 571,313 205,874
Fidelity Advisor Intermediate Bond Fund--
17,403.205 shares in 1996 and 9,917.467
shares in 1995 182,734 107,406
Fidelity Advisor Daily Money Fund --
166,241.290 shares 166,241 -
MSB Bancorp Stock Fund-- 29,852.00
shares in 1996 and 23,826.00 shares in 1995 585,846 440,781
======= =======
10
<PAGE>
Schedule 1
----------
<TABLE>
<CAPTION>
MIDDLETOWN SAVINGS BANK
401(K) SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
Number
of Current
Shares Cost value
------ ---- -----
<S> <C> <C> <C>
Mutual funds:
Fidelity Advisor Growth Opportunities
Fund 23,876.026 $ 808,572 842,824
Fidelity Advisor Balance Fund 34,878.711 552,508 571,313
Fidelity Advisor Overseas Fund 5,676.675 84,456 87,194
Fidelity Advisor Intermediate
Bond Fund 17,403.205 185,180 182,734
Fidelity Advisor Daily Money Fund 166,241.290 166,241 166,241
---------- ---------
1,796,957 1,850,306
MSB Bancorp common stock 29,852.000 514,463 585,846
Participant notes N/A 133,399 133,399
=========== ---------- ---------
$2,444,819 2,569,551
========== =========
</TABLE>
11
<PAGE>
<TABLE>
Schedule 2
----------
<CAPTION>
MIDDLETOWN SAVINGS BANK
401(K) SAVINGS PLAN
Item 27c - Schedule of Reportable Transactions
Year Ended December 31, 1996
Number
Trans- of Average Net
action trans- cost of Cost/ gain
Type actions assets proceeds (loss)
---- ------- ------ -------- ------
<S> <C> <C> <C> <C> <C>
259,666.020 PAR
Money Market FD
Fidelity Daily Money FD Purchase 94 $ - 259,666 -
167,111.370 PAR
Money Markt FD
Fidelity Daily FD Sale 64 167,111 167,111 -
21,549.771 units
Fidelity Advisor SER II
Growth Opportunity Port Purchase 48 - 742,710 -
6,577.255 units
Fidelity Advisor SER II
Growth Opportunity Port Sale 35 211,564 257,974 46,410
25,142.259 units
Fidelity Advisor SER II
Balance Portfolio Purchase 44 - 400,765 -
3,368.201 units
Fidelity Advisor SER II
Balance Portfolio Sale 29 52,747 57,642 4,895
10,505.382 units
Fidelity Advisor SER IV
Intermediate Bond -
Institutional Client Purchase 12 - 112,565 -
392.174 units
Fidelity Advisor SER IV
Intermediate Bond -
Institutional Client Sale 5 4,230 4,182 (48)
8,206.414 units
Fidelity Advisor SER IV
Intermediate BD FD Purchase 35 - 86,189 -
</TABLE>
12
<PAGE>
<TABLE>
SCHEDULE 2
MIDDLETOWN SAVINGS BANK
401(K) SAVINGS PLAN
Item 27c - Schedule of Reportable Transactions, Continued
<CAPTION>
Number Average
Trans- of cost Net
action trans- of Cost/ gain
Type actions assets proceeds (loss)
---- ------- ------ -------- ------
<S> <C> <C> <C> <C> <C>
10,583.047 units
Fidelity Advisor SER IV
Intermediate BD FD Sale 25 $ 116,117 113,335 (2,782)
4,234.335 units
Fidelity Advisor SER IV
Overseas Fund Class A Purchase 42 - 64,257 -
1,331.720 units
Fidelity Advisor SER IV
Overseas Fund Class A Sale 13 19,035 22,985 3,950
1,256,259.350 PAR
Marine Midland Bank
Colletive Trust
Short Term Investment
Fund Directed Purchase 104 - 1,256,259 -
1,214,249.090 PAR
Marine Midland Bank
Collective Trust
Short Term Investment
Fund Directed Sale 81 1,214,249 1,214,249 -
12,261.000 shares
MSB Bancorp Inc. Purchase 14 - 222,712 -
5,372.000 shares
MSB Bancorp Inc. Sale 9 92,761 91,044 (1,717)
===== ========= ========= ========
</TABLE>
13