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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2001.
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
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NSD Bancorp, Inc.
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(Exact name of Registrant as specified in its charter)
Commonwealth of Pennsylvania 25-1616814
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5004 McKnight Road, Pittsburgh, Pennsylvania 15237
(Address of principal executive offices) (Zip Code)
(412) 231-6900
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- ------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value
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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 ([sec]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 1, 2002, was $61,968,147.
The number of shares outstanding of the Registrant's Common Stock as of March
1, 2002 was 2,936,879.
Documents Incorporated By Reference:
Portions of the Registrant's Annual Report to Shareholders for the year ended
December 31, 2001 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 23, 2002, are incorporated by reference into Part
III.
Number of Pages in this Filing 6
-
NSD BANCORP, INC.
Form 10-K
For the Fiscal Year Ended December 31, 2001
INDEX
Page
----
Part I
Item 1. Business 1
Item 2. Properties 2
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security Holders 3
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 3
Item 6. Selected Financial Data 3
Item 7. Management's Discussion and Analysis of Financial condition
and Results of Operations 3
Item 7a. Quantitative and Qualitative Disclosure About Market Risk 3
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 4
Item 11. Executive Compensation 4
Item 12. Security Ownership of Certain Beneficial Owners and
Management 4
Item 13. Certain Relationships and Related Transactions 4
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 4
Signatures 6
Part I
ITEM 1. BUSINESS
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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, 2001, the
Corporation had total assets, deposits and shareholders' equity of
$479,269,794, $340,983,291 and $36,673,164, respectively. Full-time equivalent
employees of the Corporation were 143 at December 31, 2001.
The Corporation derives substantially all of its 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 eleven branch locations at
December 31, 2001. 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 twelve 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 9 in
the Corporation's 2001 Annual Report to Shareholders included in this Form 10-K
as Exhibit 13 which description is incorporated herein by reference.
1
ITEM 2. PROPERTIES
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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 eleven branch offices located as listed below. The Bank owns the
four-story building located on Federal Street. 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's Hampton Township, McCandless Township, Allegheny
Professional Building, Duncan Manor, Pittsburgh Cultural District and Franklin
Park branch offices and the Pine Creek Shopping Center land are operated under
leases that contain various renewal option periods extending through January,
2006.
Location Name and Address
-------------------------
Pittsburgh-North Side Ross Park
100 Federal Street 5004 McKnight Road
Pittsburgh, PA 15212 Pittsburgh, PA 15237
Allegheny Professional Building Pine Creek
490 East North Avenue Pine Creek Shopping Center
Pittsburgh, PA 15212 9805 McKnight Road
McCandless, PA 15237
West View
728 Center Avenue Duncan Manor
West View, PA 15229 Duncan Plaza
1701 Duncan Avenue
McCandless Township Allison Park, PA 15101
Perry Highway and Ingomar Road
McCandless, PA 15237 Pittsburgh Cultural District
701 Liberty Avenue
Cranberry Township Pittsburgh, PA 15222
Route 19N at St. Francis Way
Cranberry, PA 16066 Franklin Park
2000 Corporate Drive at
Hampton Township Brandt School Road
Shoppers Plaza at Route 8 Wexford, PA 15090
Hampton, PA 15101
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ITEM 3. LEGAL PROCEEDINGS
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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
management, 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 20 and
40, respectively, of the 2001 Annual Report is incorporated herein by
reference. As of March 12, 2002, the Corporation had 383 shareholders of its
Common Stock.
ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------
Incorporated by reference is the information presented on pages 27 and 30 of
the 2001 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- ------- -----------------------------------------------------------------------
OF OPERATIONS
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Incorporated by reference is the information presented on pages 29 to 43 of the
2001 Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- -------- ---------------------------------------------------------
Incorporated by reference to the information presented on pages 41 to 42 of the
2001 Annual Report attached as Exhibit 13 hereto.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------
Incorporated by reference is the information presented on pages 4 to 27 of the
2001 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURE
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None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
Incorporated by reference is the information presented on pages 4, 5 and 7 of
the Proxy Statement for the Annual Shareholders Meeting to be held April 23,
2002.
ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------
Incorporated by reference is the information presented on pages 7, 8, 9 and 10
of the Proxy Statement for the Annual Shareholders Meeting to be held on April
23, 2002.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------
Incorporated by reference is the information presented on pages 3, 10, 12 and
13 of the Proxy Statement for the Annual Shareholders Meeting to be held on
April 23, 2002.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
Incorporated by reference is the information presented on page 13 of the Proxy
Statement for the Annual Shareholders Meeting to be held on April 23, 2002.
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 Sheets, page 4
Consolidated Statements of Income, page 5
Consolidated Statements of Cash Flows, page 6
Consolidated Statements of Comprehensive Income, page 7
Consolidated Statements of Changes in Shareholders' Equity, page 8
Notes to Consolidated Financial Statements, pages 9-27
Independent Auditor's Report, page 28
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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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. 11 of 2001 Annual Report, attached as Exhibit 13,
hereto.)
13. 2001 Annual Report to Shareholders is presented within.
21. Subsidiaries of the Registrant are presented within.
23.1 Consent of Deloitte & Touche LLP, Independent Certified Public
Accountants is presented within.
Reports on Form 8-K
None.
5
SIGNATURES
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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)
Dated: March 26, 2002 By /S/ Lloyd G. Gibson
--------------------------
Lloyd G. Gibson
President and Chief
Executive Officer
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 26, 2002:
/S/ Lawrence R. Gaus Lawrence R. Gaus, Chairman of the Board, Director
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/S/ Lloyd G. Gibson Lloyd G. Gibson, President and Chief Executive
- --------------------------- Officer, Director
(Principal Executive Officer)
/S/ James P. Radick James P. Radick, Treasurer
- --------------------------- (Principal Financial and Accounting Officer)
/S/ William R. Baierl William R. Baierl, Director
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/S/ John C. Brown Jr. John C. Brown, Jr., Director
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/S/ Grant A. Colton Jr. Grant A. Colton, Jr., Director
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/S/ Nicholas C. Geanopulos Nicholas C. Geanopulos, Director
- ---------------------------
/S/ Gus P. Georgiadis Gus P. Georgiadis, Director
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/S/ Charles S. Lenzner Charles S. Lenzner, Director
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/S/ David J. Malone David J. Malone, Director
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/S/ Kenneth L. Rall Kenneth L. Rall, Director
- ---------------------------
/S/ Arthur J. Rooney II Arthur J. Rooney, II, Director
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6