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, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-12508
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
S&T BANCORP, INC., THRIFT PLAN FOR EMPLOYEES OF S&T BANK
B. Name of issuer of the securities held pursuant to the plan and
the address of its principle executive office:
S&T BANCORP, INC.
800 PHILADELPHIA STREET
INDIANA, PA 15701
Financial Statements
Thrift Plan for Employees of S&T Bank
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
COVER
Financial Statements
Thrift Plan for Employees of S&T Bank
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
Thrift Plan for Employees of S&T Bank
Financial Statements
Years ended December 31, 1999 and 1998
Contents
Report of Independent Auditors.............................1
Audited Financial Statements
Statements of Net Assets Available for Benefits............2
Statements of Changes in Net Assets Available
for Benefits.............................................3
Notes to Financial Statements..............................4
Schedule H, Line 4(i)-Schedule of Assets Held
for Investment Purposes at End of Year...................9
Schedule H, Line 4(j)-Schedule of Reportable
Transactions............................................11
Report of Independent Auditors
Thrift and Retirement Plan Committee
S&T Bank
We have audited the accompanying statements of net assets available
for benefits of the Thrift Plan for Employees of S&T Bank as of
December 31, 1999 and 1998, and the related statements of changes
in net assets available for benefits for the years 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 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
benefits of the Plan at December 31, 1999 and 1998, and the changes
in its net assets available for benefits for the years then ended,
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on
the financial statements taken as a whole. The accompanying supple-
mental schedules of assets held for investment purposes at end of
year as of December 31, 1999, and reportable transactions for the
year then ended, are presented for purpose of additional analysis
and are not a required part of the 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 supplemental schedules
are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in
our audits of the financial statements and, in our opinion, are fairly
stated in all material respects in relation to the financial statements
taken as a whole.
June 26, 2000
1
Thrift Plan for Employees of S&T Bank
Statements of Net Assets Available for Benefits
[CAPTION]
December 31
1999 1998
Cash $ 63 $ 9,184
Participant-directed investments:
Short-term investment funds 1,987,161 1,686,595
Mutual funds:
Diversified equity 5,832,694 4,889,982
Fixed income 2,388,713 2,575,748
Vanguard Index 500 883,823 816,878
Special growth 290,414 330,295
S&T Bancorp, Inc. common stock 22,343,122 26,317,290
33,725,927 36,616,788
Receivables:
Receivable from Plan Sponsor 947,833 -
Accrued interest and dividends 249,258 180,486
34,923,081 36,806,458
Payables:
Excess advance returned to Plan Sponsor - 79,422
- 79,422
Net assets available for benefits $34,923,081 $36,727,036
See accompanying notes.
2
Thrift Plan for Employees of S&T Bank
Statements of Changes in Net Assets Available for Benefits
[CAPTION]
Year ended December 31
1999 1998
Additions:
Contributions:
Employer (participant accounts) $ 1,389,538 $ 798,779
Employee-payroll 1,168,100 1,053,552
Employee-rollover 545,235 98,514
3,102,873 1,950,845
Investment income:
Dividends 1,634,684 1,168,126
Deductions:
Distributions to participants (2,827,408) (2,738,356)
Payment of interest on ESOP note payable - (9,548)
Expenses (Mass Mutual) - (2,074)
Net realized gains and unrealized
(depreciation) appreciation in
aggregate fair value of investments (3,714,104) 6,333,206
(6,541,512) 3,583,228
Net (deductions) additions (1,803,955) 6,702,199
Net assets available for benefits at
beginning of year 36,727,036 30,024,837
Net assets available for benefits at
end of year $34,923,081 $36,727,036
See accompanying notes.
3
Thrift Plan for Employees of S&T Bank
Notes to Financial Statements
December 31, 1999
1. Summary of Significant Accounting Policies
A description of significant accounting policies of the Thrift Plan
for Employees of S&T Bank (the Plan) is presented below.
Trusteed Assets
The investment assets are held in trust with the Trust Department of
S&T Bank (the Trustee).
Valuation of Investments
Marketable securities are stated at fair value. Securities traded on
a national securities exchange are valued at the last reported sales
price on the last business day of the plan year; investments traded
in the over-the-counter market and listed securities for which no sale
was reported on that date are valued at the average of the last
reported bid and asked prices. The fair value of participation units
in the short-term investment funds and mutual funds was based on quoted
redemption values at cost which approximates fair value.
Realized Gains and Losses
Realized gains and losses from investment transactions are computed
principally using the first-in, first-out (FIFO) method.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
2. Description of the Plan
The Plan was adopted effective May 1, 1984 and made retroactive to
January 1, 1984 by S&T Bank (Plan Sponsor and Employer).
4
Thrift Plan for Employees of S&T Bank
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
The Plan is a vehicle for accepting employee and Employer tax-deferred
contributions and employee after-tax contributions. Eligible employees
(participants) determine the amount of their deferred cash contributions
to the Plan. Employer Matching contributions are equal to 50% of the
employee contributions, not to exceed 3% of compensation. Employer
discretionary contributions are determined by the Board of Directors of
the Plan Sponsor.
The Plan was amended, effective December 30, 1988, to include an Employee
Stock Ownership Plan (ESOP). The ESOP covers substantially all regular
employees under the Plan. ESOP contributions are invested primarily in
qualified securities (common stock) of S&T Bancorp, Inc. (Bancorp), the
parent company of the Plan Sponsor. In conjunction with the creation of
the ESOP, the Trustee acquired 560,000 shares of Bancorp common stock
(as restated to reflect two-for-one stock splits on June 12, 1992,
September 15, 1994 and October 30, 1998) with the proceeds of a
promissory note (Note) for $2,800,000 dated December 31, 1988 payable
by the Plan to a bank not affiliated with the Plan Sponsor. The shares of
Bancorp common stock were pledged as security on the Note. The Note
required quarterly interest and annual principal payments beginning in
1989 and had a maximum term of ten years and a minimum term of seven
years and bore interest at 80% of the lender's prime rate. Bancorp had
guaranteed the Note, and the Plan Sponsor was obligated to make annual
contributions sufficient to fund principal amortization and interest
payments on the Note, net of investment income in the ESOP Suspense
Fund. All remaining shares were released from the collateral pledge
during the year ended December 31, 1998 as a result of principal payments
made during the year. At December 31, 1999 and 1998, there were no
unreleased shares as the Plan Sponsor paid all outstanding principal on
the loan during 1998.
Effective October 1, 1998, the Plan was amended and restated to permit
eligible employees to participate in the Plan upon employment with Bancorp.
The Plan was also amended to include automatic participation of eligible
participants unless participants elect otherwise. The Plan added the
Vanguard Index 500 Fund and Special Growth Fund as new investment options.
The Plan was also amended to comply with the Small Business Job Protections
Act of 1996 and the Taxpayer Relief Act of 1997. A favorable determination
letter was received on August 4, 1999.
5
Thrift Plan for Employees of S&T Bank
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Individual accounts are maintained for each participant. Participants
may elect to invest their contributions in one or more of the following
funds: Bank Stock Fund, Money Market Fund, Diversified Equity Fund,
Fixed Income Fund, Vanguard Index 500 Fund, or Special Growth Fund.
Employer matching contributions are invested in the same proportions.
The Employer discretionary contributions are invested at the direction
of the Thrift and Retirement Plan Committee of the Plan Sponsor.
Participants are permitted to transfer all balances in their accounts
between investment options.
At December 31, 1997, the Plan also held investments in six Mass Mutual
funds as a result of the merger of the Plan with the Peoples Bank of
Unity 401(k) Savings Plan on May 9, 1997. All investments merged from
the Peoples Bank of Unity 401(k) Savings Plan remained in the Mass Mutual
investments through the remainder of the Plan's year. All employees of
Peoples Bank of Unity were eligible to participate upon the merger of the
Plan on May 9, 1997. Effective January 5, 1998, all assets invested in
Mass Mutual funds were liquidated and transferred in the investment
options available under the Plan according to the participants' elections.
Each participant's account is credited with the participant's contributions,
Employer Matching contributions and allocations of other Employer
contributions and fund earnings, which are allocated based on the
participant's compensation and the participant's fund balances,
respectively. The benefit to which a participant is entitled is the
amount aggregated in the participant's account. Aggregate participant
account balances differ from net assets available for benefits only by
routine accruals.
Participants are immediately vested in all amounts credited to their
accounts. On termination of service, participants may elect either to
receive a lump-sum distribution from their accounts, or to leave their
funds in the Plan, provided their balance is at least $5,000.
The Plan Sponsor reserves the right to amend or discontinue the Plan.
In the event of a termination of the Plan, plan assets would be used
for the benefit of participants and their beneficiaries, as prescribed
by law.
For more complete information about the Plan including participation,
vesting, and benefit provisions, refer to the Summary Plan Description,
which can be obtained from the Plan Sponsor.
6
Thrift Plan for Employees of S&T Bank
Notes to Financial Statements (continued)
3. Investments
During 1999 and 1998, the Plan's investments (including investments
purchased and sold, as well as held during the year) (depreciated)
appreciated in fair value by $(3,714,104) and $6,333,206, respectively,
as follows:
[CAPTION]
Net Appreciation
(Depreciation)
in Fair Value for
Year Ended December 31
1999 1998
Mutual funds $ 406,538 $ 332,284
Common stock of S&T Bancorp, Inc. (4,120,642) 6,000,922
$(3,714,104) $6,333,206
The fair value of individual investments that represent 5% or more of the
Plan's net assets available for plan benefits is as follows:
[CAPTION]
December 31
1999 1998
Federated Prime Obligations Fund,
1,957,161 and 1,686,595 units,
respectively $ 1,957,161 $ 1,686,595
S&T Bancorp, Inc., 963,564 and
954,805 shares, respectively 22,343,122 26,317,290
Quantitative Equity Fund, 40,362
and 32,105 units, respectively 1,823,961 1,364,768
Diversified Equity Fund, 34,096
and 27,596 units, respectively 1,852,421 1,418,695
All investment information disclosed in the accompanying financial
statements and schedules in total, including investments held at
December 31, 1999 and 1998, and net appreciation/depreciation in
fair value of investments, interest, and dividends for the years
ended December 31, 1999 and 1998, were obtained or derived from
information supplied to the plan administrator and certified as
complete and accurate by the Trustee.
7
Thrift Plan for Employees of S&T Bank
Notes to Financial Statements (continued)
4. Transactions with Parties-in-Interest
Legal, accounting, and other administrative fees are paid by the
Plan Sponsor. The Plan is administered by the Plan Sponsor, and
the Trust Department of S&T Bank acts as trustee and safekeeping
agent.
At December 31, 1999 and 1998, respectively, the Plan held an
aggregate of 963,564 and 954,805 shares of S&T Bancorp, Inc.
common stock valued at $22,343,122 and $26,317,290.
During February 1998, Bancorp made a tender offer to purchase a
portion of its outstanding shares. Shares held by participants
in the Plan were eligible for the tender offer. As a result of
the tender offer, Bancorp purchased 62,456 shares (as restated
for a two-for-one stock split effective October 30, 1998) from
participants of the Plan at a price of $24.50 per share resulting
in proceeds of $1,530,172. The proceeds from the sale of shares
were placed into the Plan in the individual participants' accounts
who participated in the tender offer.
5. Income Tax Status
The Plan has received a determination letter from the Internal
Revenue Service dated August 4, 1999, stating that the Plan is
qualified under Section 401(a) of the Internal Revenue Code of
1986 (the Code) and that the trust, therefore, is exempt from
taxation under Section 501(a) of the Code. Once qualified, the
Plan is required to operate in conformity with the Code and the
Employee Retirement Income Security Act of 1974 to maintain its
tax-exempt status.
8
Thrift Plan for Employees of S&T Bank
EIN-25-0776600 Plan-002
Schedule H, Line 4(i)-Schedule of Assets Held for
Investment Purposes at End of Year
December 31, 1999
[CAPTION]
Description of
Investment, Including
Maturity Date, Rate of
Identity of Issuer, Borrower, Interest, Collateral, Market
Lessor or Similar Party Par or Maturity Value Value
Bank Stock Fund
Federated Prime Obligations Fund 107,557 units $ 107,557
S&T Bancorp, Inc.* 963,564 shares of
common stock 22,343,122
22,450,679
Money Market Fund
Federated Prime Obligations Fund 1,755,522 units 1,755,522
Diversified Equity Fund
Federated Prime Obligations Fund 82,829 units 82,829
Harbor International Fund 16,936 units 708,953
Quantitative Equity Fund 40,362 units 1,823,961
Diversified Equity Fund 34,096 units 1,852,421
Equity Income Fund 14,201 units 524,286
Special Growth Fund 18,769 units 923,073
5,915,523
*Indicates party-in-interest to the Plan
9
Schedule H, Line 4(i)-Schedule of Assets Held for Investment
Purposes at End of Year
(continued)
[CAPTION]
Description of
Investment, Including
Maturity Date, Rate of
Indentity of Issuer, Borrower, Interest, Collateral, Market
Lessor or Similar Party Par or Maturity Value Value
Fixed Income Fund
Federated Prime Obligations Fund 9,794 units 9,794
JP Morgan Prime Money Market Fund 25,000 units 25,000
Short-Term Bond Fund 51,900 units 935,749
Diversified Bond Fund 66,742 units 1,452,964
2,423,507
Vanguard Index 500 Fund
Federated Prime Obligations Fund 1,098 units 1,098
JP Morgan Prime Money Market Fund 5,000 units 5,000
Vanguard Index 500 Fund 6,531 units 883,823
889,921
Special Growth Fund
Federated Prime Obligations Fund 361 units 361
Special Growth Fund 5,905 units 290,414
290,775
Total assets held for investment
purposes at end of year $33,725,927
10
Thrift Plan for Employees of S&T Bank
EIN-25-0776600 Plan-002
Schedule H, Line 4(j)-Schedule of Reportable Transactions
Year ended December 31, 1999
There were no Type (I), (II), (III) or (IV) reportable transactions
during 1999.
11