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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM __________________ TO __________________.
COMMISSION FILE NO. 0-22124
NSD BANCORP, INC.
(Exact name of Registrant as specified in its charter)
COMMONWEALTH OF PENNSYLVANIA 25-1616814
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5004 MCKNIGHT ROAD, PITTSBURGH, PENNSYLVANIA 15237
(Address of principal executive offices) (Zip Code)
(412) 231-6900
(Registrant's telephone number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $1.00 Par Value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K ___________
The aggregate market value of Common Stock, $1.00 par value, held by
non-affiliates of March 2, 1998, was $85,370,967.
The number of shares outstanding of the Registrant's Common Stock as of
March 2, 1998 was 2,586,999.
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DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's Annual Report to Shareholders for the year
ended December 31, 1997 are incorporated by reference into Parts I, II and IV.
Portions of the Registrant's Proxy Statement for the Annual Shareholders'
Meeting to be held on April 28, 1998, are incorporated by reference into Part
III.
Number of Pages in this Filing 6
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NSD BANCORP, INC.
FORM 10-K
For the Fiscal Year Ended December 31, 1997
INDEX
PAGE
----
PART I
Item 1. Business.................................................... 1
Item 2. Properties.................................................. 1
Item 3. Legal Proceedings........................................... 2
Item 4. Submission of Matters to a Vote of Security Holders......... 2
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 2
Item 6. Selected Financial Data..................................... 2
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 2
Item 7a. Quantitative and Qualitative Disclosure About Market Risk... 2
Item 8. Financial Statements and Supplementary Data................. 3
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.................................... 3
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 3
Item 11. Executive Compensation...................................... 3
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 3
Item 13. Certain Relationships and Related Transactions.............. 3
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 3
Signatures.................................................. 5
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PART I
ITEM 1. BUSINESS
NSD Bancorp, Inc. (the "Corporation") is a registered bank holding company
organized under the Pennsylvania Business Corporation Law and is registered
under the Bank Holding Company Act of 1956, as amended. The Corporation became a
holding company upon acquiring all of the outstanding shares of NorthSide Bank
through an exchange of stock on August 2, 1993. At December 31, 1997, the
Corporation had total assets, deposits and shareholders' equity of $320,329,570,
$268,726,614 and $30,339,571, respectively. Full-time equivalent employees of
the Corporation were 143 at December 31, 1997.
The Corporation derives substantially all of it's income from banking and
bank-related services provided by its wholly-owned subsidiary, NorthSide Bank
(the Bank). The Bank is a state chartered bank with ten branch locations at
December 31, 1997. The Corporation is subject to periodic examination and
regulation by the Federal Reserve Bank. As a state chartered bank, NorthSide
Bank is subject to periodic examination and regulation by the Pennsylvania
Department of Banking and the FDIC. The Bank is a full-service bank offering
retail banking services, such as demand, savings and time deposits, money market
accounts, secured and unsecured loans, mortgage loans, safe deposit boxes,
holiday club accounts, wire transfers, money orders and traveler's checks.
Services to commercial customers are also offered, including real estate
mortgage loans, lines of credit, inventory and accounts receivable financing and
equipment leasing. NorthSide Bank operates nine automatic teller machines to
provide 24 hour banking services to its customers. The Bank's deposits are
derived from more than 50,000 individual and commercial accounts. There is no
single depositor or group of related depositors, the loss of whom would have a
materially adverse effect on the business of the Bank. The Bank's loans are not
concentrated within a single industry or group of related industries to any
material extent.
The Bank's service area includes the northern portion of Allegheny County
and southern Butler County where it competes with many other banks. The Bank
also competes with regional bank and trust companies, credit unions, savings and
loan associations, consumer finance companies, insurance companies and direct
lending agencies of the government throughout its service area. Banks compete
for all types of deposit and loan accounts, with banks and trust companies
having the additional power to compete for trust accounts. Savings and loan
associations offer savings and time deposit services as well as installment and
mortgage loans.
Credit unions also compete with the Bank for savings and time deposit
accounts and for installment loan accounts. Consumer finance companies provide
personal installment loan services in direct competition with the Bank.
The Bank's business is not seasonal in nature, nor does it depend on any
single customer or a few customers, the loss of any one or more of which would
be a materially adverse effect on its business. A further description of the
Corporation's business and discussion of operations is set forth on page 8 in
the Corporation's 1997 Annual Report to Shareholders included in this Form 10-K
as Exhibit 13 which description is incorporated herein by reference.
ITEM 2. PROPERTIES
The Corporation's principal office is located at 5004 McKnight Road,
Pittsburgh, Pennsylvania. The Bank's main office is located at 100 Federal
Street, Pittsburgh, Pennsylvania. Including the main office, the Bank has a
total of nine branch offices located as listed below and on the following page.
The Bank owns the four-story building located on Federal Street, and a parking
lot adjacent to the building. The Bank also owns its Cranberry Township, Ross
Township, Pine Creek and West View branch offices, although it leases the land
on which the Pine Creek Shopping Center branch office is located. The Bank also
owns the land on which its former Ross Township office was located. The Bank's
Hampton Township, McCandless Township, Allegheny Professional Building, Duncan
Manor and Pittsburgh Cultural District branch offices and the Pine Creek
Shopping Center land are operated under leases that contain various renewal
option periods extending through December, 2005.
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LOCATION NAME AND ADDRESS
Pittsburgh-North Side
100 Federal Street
Pittsburgh, PA 15212
Allegheny Professional Building
490 East North Avenue
Pittsburgh, PA 15212
West View
728 Center Avenue
West View, PA 15229
McCandless Township
Perry Highway and Ingomar Road
McCandless, PA 15237
Cranberry Township
Route 19N at St. Francis Way
Cranberry, PA 16046
Hampton Township
Shoppers Plaza at Route 8
Hampton, PA 15101
Ross Township
5004 McKnight Road
Ross, PA 15237
Pine Creek
Pine Creek Shopping Center
9805 McKnight Road
McCandless, PA 15237
Duncan Manor
Duncan Plaza
1701 Duncan Avenue
Allison Park, PA 15101
Pittsburgh Cultural District
701 Liberty Avenue
Pittsburgh, PA 15222
ITEM 3. LEGAL PROCEEDINGS
The Corporation is subject to a number of asserted and unasserted potential
legal claims encountered in the normal course of business. In the opinion of
both management and legal counsel, there is no present basis to conclude that
the resolution of these claims will have a material adverse effect on the
Corporation's consolidated financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted by the Corporation to its shareholders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Corporation's Common Stock is traded on the NASDAQ National Market
System under the symbol NSDB. The information set forth under the captions
"Regulatory Restrictions" and "Sales Price and Cash Dividends per Share" on
pages 18 and 33, respectively, of the 1997 Annual Report is incorporated herein
by reference. As of March 2, 1998, the Corporation had 435 shareholders of its
Common Stock.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference is the information presented on pages 22 and 25
of the 1997 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Incorporated by reference is the information presented on pages 24 to 36 of
the 1997 Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Incorporated by reference to the information presented on pages 34 to 35 of
the 1997 Annual Report attached as Exhibit 13 hereto.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference is the information presented on pages 4 to 23 of
the 1997 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Incorporated by reference herein to Form 8-K Filed March 18, 1998.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference is the information presented on pages 3, 4 and 5
of the Proxy Statement for the Annual Shareholders Meeting to be held April 28,
1998.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference is the information presented on pages 5, 6, 7,
and 8 of the Proxy Statement for the Annual Shareholders Meeting to be held on
April 28, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference is the information presented on pages 2, 8 and 9
of the Proxy Statement for the Annual Shareholders Meeting to be held on April
28, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference is the information presented on pages 8 and 9 of
the Proxy Statement for the Annual Shareholders Meeting to be held on April 28,
1998.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
CONSOLIDATED FINANCIAL STATEMENTS FILED:
The consolidated financial statements and report of the Registrant's
independent accountant thereon are incorporated by reference to the pages
indicated in the said Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS:
NSD Bancorp, Inc. and Subsidiary
Consolidated Balance Sheet, page 4
Consolidated Statement of Income, page 5
Consolidated Statement of Cash Flows, page 6
Consolidated Statement of Changes in Shareholders' Equity, page 7
Notes to Consolidated Financial Statements, pages 8-22
Independent Auditor's Report, page 23
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES:
Schedules normally required on Form 10-K are omitted since the required
information is either not applicable, not deemed material or is shown in the
respective consolidated financial statements or in the notes thereto.
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REPORTS ON FORM 8-K
Item 4. Changes in Registrant's Certifying Accountant and related exhibits
are incorporated by reference.
EXHIBITS
3a. Articles of Incorporation of NSD Bancorp, Inc. filed as
Exhibit 3a to NSD Bancorp, Inc.'s Form S-4 filed March 9,
1993 (Registration No. 33-59242), is incorporated herein by
reference.
3b. Bylaws of NSD Bancorp, Inc. filed as Exhibit 3b to NSD
Bancorp, Inc.'s Form S-4 filed March 9, 1993 (Registration
No. 33-59242), is incorporated herein by reference.
10A. Employment agreement, dated July 1, 1993 between NSD
Bancorp, Inc. and Lloyd Gibson filed as exhibit 10D to NSD
Bancorp, Inc.'s Form 10-K for the fiscal year ended December
31, 1993 is incorporated herein by reference.
10B. NSD Bancorp, Inc. 1994 Stock Option Plan filed as Exhibit
4.1 to NSD Bancorp, Inc.'s Form S-8 filed April 27, 1994 is
incorporated herein by reference.
10C. NSD Bancorp, Inc. 1994 Non-Employee Director Stock Option
Plan filed as Exhibit 4.1 to NSD Bancorp, Inc.'s Form S-8
filed April 27, 1994 is incorporated herein by reference.
11. Statement re: Computation of Earnings Per Share
(incorporated by reference to p. 10 of 1997 Annual Report,
attached as Exhibit 13, hereto.)
13. 1997 Annual Report to Shareholders is presented within.
21. Subsidiaries of the Registrant are presented within.
23. Consent of Independent Certified Public Accountants is
presented within.
27. Financial Data Schedule
27.1 Financial Data Schedule restatement for the quarters ended
June 30, 1997 and September 30, 1997.
REPORTS ON FORM 8-K
NSD Bancorp's form 8-K, filed March 18, 1998 for notification of a change
in certifying accountant, is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NSD BANCORP, INC.
(Registrant)
By /s/ LLOYD G. GIBSON
-------------------------------
Lloyd G. Gibson
President and Chief Executive
Officer
Dated: March 27, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 27, 1998:
/s/ LAWRENCE R. GAUS Chairman of the Board, Director
- ------------------------------------------------
Lawrence R. Gaus
/s/ LLOYD G. GIBSON President and Chief Executive Officer, Director
- ------------------------------------------------ (Principal Executive Officer)
Lloyd G. Gibson
/s/ JAMES P. RADICK Treasurer (Principal Financial and Accounting
- ------------------------------------------------ Officer)
James P. Radick
/s/ WILLIAM R. BAIERL Director
- ------------------------------------------------
William R. Baierl
/s/ GRANT A. COLTON, JR. Director
- ------------------------------------------------
Grant A. Colton, Jr.
/s/ NICHOLAS C. GEANOPULOS Director
- ------------------------------------------------
Nicholas C. Geanopulos
/s/ POLLY B. LECHNER Director
- ------------------------------------------------
Polly B. Lechner
/s/ CHARLES S. LENZNER Director
- ------------------------------------------------
Charles S. Lenzner
/s/ DAVID W. McCONNELL Director
- ------------------------------------------------
David W. McConnell
/s/ KENNETH L. RALL Director
- ------------------------------------------------
Kenneth L. Rall
/s/ HENRY E. REA, JR. Director
- ------------------------------------------------
Henry E. Rea, Jr.
/s/ ARTHUR J. ROONEY, II Director
- ------------------------------------------------
Arthur J. Rooney, II
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