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, 1998
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 issuers 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
Thrift Plan for Employees of S&T Bank
Financial Statements
Years ended December 31, 1998 and 1997
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...... 4
Notes to Financial Statements................................... 6
Line 27a-Schedule of Assets Held for Investment Purposes........ 12
Line 27d-Schedule of Reportable Transactions.................... 14
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, 1998 and 1997, 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 audit-
ing 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, 1998 and 1997, 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 as of December
31, 1998, 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 Fund Information in the statements of net assets avail-
able for benefits and the statements of changes in net assets available
for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and the changes
in net assets available for benefits of each fund. The supplemental
schedules and Fund Information 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 11, 1999
1
Thrift Plan for Employees of S&T Bank
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1998
[CAPTION]
Bank Money Diversified Fixed Vanguard Special ESOP ESOP Mass
Stock Market Equity Income Index 500 Growth Alloc- Suspense Mutual
Fund ated Fund Total
Cash $ 2,942 $ 385 $ 3,308 $ 1,504 $ 710 $ 335 $- $ - $- $ 9,184
Investments:
Short-term
investment
funds 185,001 1,424,218 23,397 37,594 4,118 2,259 - 10,008 - 1,686,595
Mutual funds - - 4,889,982 2,575,748 816,878 330,295 - - - 8,612,903
S&T common
stock 25,247,846 - - - - - - 1,069,444 - 26,317,290
25,432,847 1,424,218 4,913,379 2,613,342 820,996 332,554 - 1,079,452 - 36,616,788
Receivables:
Transfer
receivable
(payable) 1,007,854 - - - - - - (1,007,854) - -
Accrued
interest
and
dividends 165,653 6,096 103 141 649 20 - 7,824 - 180,486
Payables:
Refund of
excess advance
return to Plan
Sponsor - - - - - - - 79,422 - 79,422
- - - - - - - 79,422 - 79,422
Net assets
available for
benefits $26,609,296 $1,430,699 $4,916,790 $2,614,987 $822,355 $332,909 $- $ - -$36,727,036
See accompanying notes.
2
Thrift Plan for Employees of S&T Bank
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1997
[CAPTION]
Mass
Bank Money Diversified Fixed ESOP ESOP Mutual
Stock Market Equity Income Allocated Suspense Funds Total
Cash $ 449,011 $ 5,231 $ 52,428 $ 12,687 $ 33,256 $ 2,500 $ - $ 555,113
Investments:
Short-term
investment
funds 17,454 623,477 435,592 71,104 5,210 - 149,792 1,302,629
Mutual funds - - 2,717,705 2,234,042 - - 637,435 5,589,182
Common stock of
S&T Bancorp, Inc. 10,572,938 - - - 11,428,985 562,250 - 22,564,173
10,590,392 623,477 3,153,297 2,305,146 11,434,195 562,250 787,227 29,455,984
Receivables:
Accrued interest
and dividends 73,658 2,962 336 318 79,362 6,963 - 163,599
Payables:
Note payable to bank - - - - - 130,000 - 130,000
Payable to participant
for overfunding 3,979 592 4,659 10,629 - - - 19,859
3,979 592 4,659 10,629 - 130,000 - 149,859
Net assets available
for benefits $11,109,082 $631,078 $3,201,402 $2,307,522 $11,546,813 $441,713 $787,227 $30,024,837
See accompanying notes.
3
Thrift Plan for Employees of S&T Bank
Statement of Changes in Net Assets Available
for Benefits with Fund Information
Year ended December 31, 1998
[CAPTION]
Mass
Bank Money Diversified Fixed Vanguard Special ESOP ESOP Mutual
Stock Market Equity Income Index 500 Growth Fund Allocated Suspense Funds Total
Additions:
Contributions:
Employer
(participant
accounts) $ 144,715 $ 17,486 $ 168,807 $ 44,217 $18,135 $ 9,374 $ 2,967 $393,078 $ - $ 798,779
Employee-
payroll 377,148 42,092 442,448 115,536 50,262 26,066 - - - 1,053,552
Employee-
rollover 42,224 2,118 26,029 15,855 11,265 1,023 - - - 98,514
564,087 61,696 637,284 175,608 79,662 36,463 2,967 393,078 - 1,950,845
Investment
income:
Dividends 396,684 73,791 265,011 164,404 4,547 11,731 230,363 21,316 279 1,168,126
Assets trans-
ferred from
the Peoples
Bank of Unity
401(k) plan
Deductions:
Distributions
to participants (1,318,600) (144,144) (205,487) (61,514) (1,802) (776) (995,257) - (10,776) (2,738,356)
Payment of
interest on
note payable - - - - - - - (9,548) - (9,548)
Expenses - - - - - - - - (2,074) (2,074)
Transfer of
assets 12,956,482 808,278 724,533 19,750 664,797 331,622(13,722,952)(1,007,854) (774,656) -
Net realized
gains and
unrealized
appreciation
(depreciation)
in aggregate
fair value of
investments 2,901,561 - 294,047 9,217 75,151 (46,131) 2,938,066 161,295 - 6,333,206
Net additions
(deductions) 15,500,214 799,621 1,715,388 307,465 822,355 332,909 (11,546,813) (441,713) (787,227) 6,702,199
Net assets
available for
benefits at
beginning of
year 11,109,082 631,078 3,201,402 2,307,522 - - 11,546,813 441,713 787,227 30,024,837
Net assets
available for
benefits at
end of year $26,609,296 $1,430,699 $4,916,790 $2,614,987 $822,355 $332,909 $ - $ - $ - $36,727,036
See accompanying notes.
4
Thrift Plan for Employees of S&T Bank
Statement of Changes in Net Assets Available
for Benefits with Fund Information
Year ended December 31, 1997
[CAPTION]
Mass
Bank Money Diversified Fixed ESOP ESOP Mutual
Stock Market Equity Income Allocated Suspense Funds Total
Additions:
Contributions:
Employer (participant
accounts) $ 255,965 $ 18,959 $ 165,598 $ 50,559 $ 500,000 $ - $ - $ 991,081
Employee-payroll 316,110 41,506 424,081 133,314 - - 5,544 920,555
Employee-rollover 69,523 18,960 46,829 7,141 - - - 142,453
641,598 79,425 636,508 191,014 500,000 - 5,544 2,054,089
Investment income:
Dividends 274,566 31,339 469,964 141,241 288,256 25,985 7,416 1,238,767
Assets transferred from
the Peoples Bank of
Unity 401(k) plan - - - - - - 982,346 982,346
Deductions:
Distributions to
participants (326,764) (19,118) (117,851) (95,178) (351,199) - (313,351) (1,223,461)
Payment of interest
on note payable - - - - - (16,816) - (16,816)
Expenses - - - - - - (1,500) (1,500)
Refunds (3,979) (592) (4,659) (10,629) - - - (19,859)
Transfer of assets 501,567 (1,050) (60,211) (101,399) 508 (339,415) - -
Net realized gains and
unrealized appreciation
in aggregate fair value
of investments 2,929,699 - 108,268 27,175 3,172,876 287,500 106,772 6,632,290
Net additions
(deductions) 4,016,687 90,004 1,032,019 152,224 3,610,441 (42,746) 787,227 9,645,856
Net assets available
for benefits at
beginning of year 7,092,395 541,074 2,169,383 2,155,298 7,936,372 484,459 - 20,378,981
Net assets available
for benefits at end
of year $11,109,082 $631,078 $3,201,402 $2,307,522 $11,546,813 $441,713 $787,227 $30,024,837
See accompanying notes.
5
Thrift Plan for Employees of S&T Bank
Notes to Financial Statements
December 31, 1998
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 and Massachusetts Mutual Life Insurance Company (Mass Mutual)
(collectively, the Trustees). Mass Mutual was the trustee for the
Peoples Bank of Unity Plan which merged into the S&T Plan on May 9,
1997. Mass Mutual was a trustee of a portion of the plan assets until
January 5, 1998 at which time all assets were held with the Trust
Department of S&T Bank.
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).
6
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
Additional 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 are pledged as security on the Note. The Note
requires quarterly interest and annual principal payments beginning in
1989 and has a maximum term of ten years and a minimum term of seven
years and bears interest at 80% of the lender's prime rate. Bancorp has
guaranteed the Note, and the Plan Sponsor is 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.
Shares released from the collateral pledge during the years ended December
31, 1998 and 1997, totaled 26,000 and 20,000 as a result of principal
payments made during the years of $130,000 and $100,000, respectively.
At December 31, 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
eligibility to participate in the Plan upon employment with S&T 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.
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.
The Employer contributions are invested at the direction of the Thrift
and Retirement Plan Committee of the Plan Sponsor.
7
Thrift Plan for Employees of S&T Bank
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
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 and the unallocated balance of the
ESOP Suspense Fund.
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.
8
Thrift Plan for Employees of S&T Bank
Notes to Financial Statements (continued)
3. Investments
During 1998 and 1997, the Plan's investments (including investments
purchased and sold, as well as held during the year) appreciated in
fair value by $6,333,206 and $6,632,290, respectively, as follows:
Net Appreciation
(Depreciation)
in Fair Value for
Year Ended December 31
1998 1997
Mutual funds $ 332,284 $ 242,215
Common stock of S&T Bancorp, Inc. 6,000,922 6,390,075
$6,333,206 $6,632,290
The fair value of individual investments that represent 5% or more of
the Plan's net assets available for plan benefits is as follows:
December 31
1998 1997
S&T Bancorp, Inc.-common stock $26,317,290 $22,564,173
All investment information disclosed in the accompanying financial
statements and schedules in total and by fund, including investments
held at December 31, 1998 and 1997, and net appreciation/depreciation
in fair value of investments, interest, and dividends for the years
ended December 31, 1998 and 1997, were obtained or derived from
information supplied to the plan administrator and certified as
complete and accurate by the trustees.
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, 1998 and 1997, respectively, the Plan held an
aggregate of 954,805 and 1,043,430 shares (as restated for a
two-for-one stock split effective October 30, 1998) of S&T Bancorp,
Inc. common stock valued at $26,317,290 and $22,564,173.
9
Thrift Plan for Employees of S&T Bank
Notes to Financial Statements (continued)
4. Transactions with Parties-in-Interest (continued)
During February 1998, S&T 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, S&T 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 November 20, 1995, 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. The
Plan was amended on October 1, 1998, subsequent to the IRS determination
letter. The Plan has applied for but has not received a determination
letter from the Internal Revenue Service stating that the amended Plan
is qualified under the Code. However, the Plan administrator believes
that the Plan is qualified and, therefore, the related trust is exempt
from taxation.
6. Year 2000 (Unaudited)
The Year 2000 issue is the result of computer programs having been
written using two digits rather than four to define the applicable
year. This could result in a system failure or miscalculations causing
disruptions of Plan operations, including, among other things, a
temporary inability to process transactions or engage in normal Plan
activities. The Plan Sponsor has determined that it will be necessary
to take certain steps in order to ensure that the Plan's information
systems are prepared to handle Year 2000 dates. The Plan Sponsor's
approach to the Year 2000 issue addresses both internal systems and
third party service providers and consists of four phases: assessment,
remediation, testing and implementation. Both internal and external
resources are being utilized to replace or modify existing software
applications, and test the software and equipment for the Year 2000
modifications. The Plan Sponsor anticipates substantially completing
all phases of the project relating to its internal systems during the
first half of 1999. Total costs associated with modifying the Plan
Sponsor's software and equipment are estimated to be approximately
$300,000 and will be paid by the Plan Sponsor.
10
Thrift Plan for Employees of S&T Bank
Notes to Financial Statements (continued)
6. Year 2000 (Unaudited) (continued)
The Plan Sponsor also established formal communications with its
third party service providers to determine that they have developed
plans to address their own Year 2000 problems as they related to the
Plan's operations. The Plan Sponsor converted to the third party's
Year 2000 compliant software during the fourth quarter of 1998.
The Plan Sponsor's management has developed contingency plans
to address internal systems, applications and third party service
providers. The contingency plans involve alternative processing plans
in the event of system or application failure. The Plan Sponsor
finalized the contingency plans during the first half of 1999.
The Plan Sponsor's management believes that all of the Plan's
systems will be Year 2000 ready.
11
Thrift Plan for Employees of S&T Bank
EIN-25-0776600 Plan-002
Line 27a-Schedule of Assets Held for Investment Purposes
December 31, 1998
[CAPTION]
Description of
Investment, Including
Maturity Date, Rate of
Identity of Issuer, Borrower, Interest, Collateral, Current
Lessor or Similar Party Par or Maturity Value Cost Value
ESOP Suspense Fund
Federated Prime Obligations
Fund 10,008 units $ 10,008 $ 10,008
S&T Bancorp, Inc.* 38,800 shares of
common stock 478,150 1,069,444
488,158 1,079,452
Bank Stock Fund
Federated Prime Obligations
Fund 185,001 units 185,001 185,001
S&T Bancorp, Inc.* 916,005 shares of
common stock 7,478,223 25,247,846
7,663,224 25,432,847
Money Market Fund
Federated Prime Obligations
Fund 1,424,218 units 1,424,218 1,424,218
Diversified Equity Fund
Federated Prime Obligations
Fund 23,397 units 23,397 23,397
Emerging Markets Fund 17,049 units 172,483 144,575
Real Estate Securities Fund 7,909 units 217,619 193,304
Quantitative Equity Fund 32,105 units 1,113,948 1,364,768
Diversified Equity Fund 27,596 units 1,184,562 1,418,695
International Securities Fund 9,541 units 558,326 580,647
Equity Income Fund 10,555 units 429,359 435,508
Special Growth Fund 17,362 units 730,037 752,485
4,429,731 4,913,379
* Indicates party-in-interest to the Plan
12
[CAPTION]
Line 27a-Schedule of Assets Held for Investment Purposes (continued)
Description of
Investment, Including
Maturity Date, Rate of
Identity of Issuer, Borrower, Interest, Collateral, Current
Lessor or Similar Party Par or Maturity Value Cash Value
Fixed Income Fund
Federated Prime Obligations
Fund 37,594 units 37,594 37,594
Volatility Constrained Bond
Fund 52,412 units 994,859 1,004,743
Diversified Bond Fund 66,766 units 1,521,665 1,571,005
2,554,118 2,613,342
Vanguard Index 500 Fund
Federated Prime Obligations
Fund 4,118 units 4,118 4,118
Vanguard Index 500 Fund 7,169 units 740,483 816,878
744,601 820,996
Special Growth Fund
Federated Prime Obligations
Fund 2,259 units 2,259 2,259
Special Growth Fund 7,621 units 376,545 330,295
378,804 332,554
Total assets held for investment
purposes $17,682,854 $36,616,788
13
Thrift Plan for Employees of S&T Bank
EIN-25-0776600 Plan-002
Line 27d-Schedule of Reportable Transactions
Year ended December 31, 1998
[CAPTION]
Current
Value
of Asset on
Purchase Selling Cost of Transaction Net Gain
Description of Assets Price Price Asset Date or (Loss)
Type (I) Transactions-Individual transactions of the same issue in
excess of 5 % of the fair value of plan assets
S&T Bancorp, Inc.
Sale of 31,228
shares $ - $1,530,172 $ 529,961 $1,530,172 $1,000,211
Federated Prime
Obligations Fund
Purchase of
1,530,173 units 1,530,172 - 1,530,172 1,530,172 -
Purchase of
1,572,622 units 1,572,622 - 1,572,622 1,572,622 -
Sale of 1,566,221
units - 1,566,221 1,566,221 1,566,221 -
Type (III) Transactions-Series of transactions of the same issue
aggregating in excess of 5% of the fair value of plan assets
S&T Bancorp, Inc.
12 purchases 953,480 - 953,480 953,480 -
23 sales - 2,007,176 742,975 2,007,176 1,264,201
Federated Prime
Obligations Fund
348 purchases 8,783,499 - 8,783,499 8,783,499 -
218 sales - 8,248,941 8,248,941 8,248,941 -
There were no Type (II) or (IV) reportable transactions during 1998.
14
SIGNATURES
The Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
Thrift Plan for Employees for S&T Bank
June 29, 1999
/s/ Robert E. Rout
Executive Vice President &
Chief Financial Officer