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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
(Mark One):
/ X / ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2001
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to ___________.
Commission file number: 1-13503
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
SI BANK & TRUST 401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
STATEN ISLAND BANCORP, INC.
1535 RICHMOND AVENUE
STATEN ISLAND, NEW YORK 10314
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REQUIRED INFORMATION
FINANCIAL STATEMENTS. The following financial statements and schedule
are filed as part of this annual report for the SI Bank & Trust 401(k) Savings
Plan in RSI Retirement Trust (the "Plan"):
<Table>
<Caption>
Page No.
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Report of Independent Accountants .................................................. 1
Financial Statements
Statement of Net Assets Available for Benefits as of
December 31, 2001 and 2000 .................................................2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2001....................................... 3
Notes to Financial Statements........................................................4-8
Supplemental Schedule*
Schedule H, Line 4i-Schedule of Assets (Held at End of Year).....................9
</Table>
*Other schedules required by 29 CFR 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 ("ERISA") have been omitted because they are not
applicable.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
SI Bank 401(k) Savings Plan
In our opinion, the accompanying statements of net asset available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the financial status of the SI Bank &
Trust 401(k) Savings Plan (the "Plan") at December 31, 2001, and the changes in
its financial status for the year then ended December 31, 2001 in conformity
with accounting principles generally accepted in the United States of America.
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. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States of America, which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion. The financial statements of the Plan for the
year ended December 31, 2000 were audited by other independent accountants whose
report dated August 5, 2001 expressed an unqualified opinion on those
statements.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is 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. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as whole.
/s/ PricewaterhouseCoopers LLP
August 15, 2002
1
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SI BANK & TRUST 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 2
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<Table>
<Caption>
DECEMBER 31,
2001 2000
ASSETS
Investments stated at fair value $30,425,364 $25,527,430
Employee contribution receivable 36,199 32,487
Accrued interest receivable 4,147 --
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TOTAL ASSETS 30,465,710 25,559,917
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Liabilities $ -- $ --
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NET ASSETS AVAILABLE FOR BENEFITS $30,465,710 $25,559,917
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The accompanying notes are an integral part of these financial statements.
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SI BANK & TRUST 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 3
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<Table>
<Caption>
FOR THE YEAR ENDED
DECEMBER 31, 2001
Additions to net assets attributed to:
Employee contributions $ 1,075,909
Other additions
Net appreciation in fair value of investments 4,767,552
Loan repayments (including interest) 93,228
Interest 23,712
Dividends 361,320
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TOTAL ADDITIONS 6,321,721
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Deductions:
Distributions to participants or beneficiaries 1,415,928
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TOTAL DEDUCTIONS 1,415,928
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NET INCREASE 4,905,793
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Net assets available for plan benefits, beginning of year 25,559,917
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Net assets available for plan benefits, end of year $30,465,710
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</Table>
The accompanying notes are an integral part of these financial statements.
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SI BANK & TRUST 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS 4
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1. DESCRIPTION OF THE PLAN
The following description of the SI Bank & Trust 401(k) Savings Plan (the
"Plan") provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan, sponsored by SI Bank & Trust (the
"Bank"), covering all salaried employees of the Bank who have completed one
year of service. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974. The Bank is a wholly-owned subsidiary of
Staten Island Bancorp, Inc.
CONTRIBUTIONS
Participants may contribute a minimum of 1% up to a maximum of 8% in 2001
and 2000 of their annual wages before bonuses and overtime not to exceed
the maximum amount permitted under the Internal Revenue Code ($10,500 in
2001 and 2000). The Bank will match 50% to 100% of participant
contributions, based on years of service up to a maximum of 6% of annual
wages. Effective with a Plan amendment during 1997, these matching
contributions are made in stock to the Staten Island Bancorp, Inc. Employee
Stock Ownership Plan.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions
and an allocation of the Bank's contribution and Plan earnings. Allocations
are based on participant earnings or account balances, as defined. The
payment to which a participant is entitled is the benefit that can be
provided from the participant's account.
VESTING
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Vesting in the remainder of their accounts is
based on years of continuous service. A participant begins to vest in the
Plan according to the following table:
<Table>
<Caption>
VESTING
YEARS OF CREDIT SERVICE PERCENTAGE
Less than 2 years 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
</Table>
DISTRIBUTIONS
Upon disability, death, retirement or termination, a participant (or
beneficiary) is entitled to receive a lump-sum distribution equal to the
value of his or her account, or installments over a period not to exceed 15
years of accumulated plan benefits. Participants may also, in certain
instances, make cash withdrawals to meet an unusual or financial emergency.
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SI BANK & TRUST 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS 5
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PARTICIPANT LOANS
Participants are permitted to obtain loans from the Plan in an amount of up
to 50% of the net value of their 100% vested balance, not to exceed
$50,000. Interest is charged on these loans at a rate similar to that which
would be charged at other financial institutions. Loans bear interest at a
rate between 6.5% and 10.5% for 2001 and 2000. Loan terms cannot exceed
five years unless the proceeds are used to finance the purchase of a
primary residence, in which case the term of the loan cannot exceed a
period of 15 years.
FORFEITURES
Forfeitures are allocated to Plan participants once a year on a pro rata
basis. The Plan's 2001 forfeitures of $6,211 included in the Plan's net
assets were allocated to Plan participants in 2002.
Effective January 23, 2002, all Plan forfeitures will be applied to the
Plan's administrative expense.
RECLASSIFICATION OF PRIOR PERIOD AMOUNTS
Certain amounts presented in prior period have been reclassified to conform
with current year's presentation.
PLAN AMENDMENTS
Effective as of April 7, 2000, the Plan was amended to include employees of
the North Fork Bank branch acquired by the Bank. Employment with such North
Fork Bank branch shall be deemed employment by the Plan administrator to
determine eligibility and vesting.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared using the accrual
basis of accounting.
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 reported amounts of additions and
deductions to net assets during the reporting period. Actual results could
differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
The trust established under the Plan is administered through participation
in the RSI Retirement Trust (the "RSI Trust"). The RSI Trust is a
tax-exempt trust registered as an open-end management investment company
under the Investment Company Act and is the Trustee of the Plan. Plan
assets held by the RSI Trust are represented as units of beneficial
interest in one or more of the investment funds offered by the RSI Trust.
The net asset value of the units of beneficial interest in each investment
fund is based on the market value of the underlying assets of the funds,
determined generally by reference to available market prices.
Net investment income and net appreciation (depreciation) in fair value of
units held represent the Plan's proportionate share of the net investment
income and realized and unrealized investment gains and losses of the RSI
Trust investment funds. Purchases and sales of securities are recorded on a
trade-date basis. Dividends are recorded on the ex-dividend date.
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SI BANK & TRUST 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS 6
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RISK AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
stocks, mutual funds and other investment securities. Investment securities
are exposed to various risks, such as interest rate, market and credit
risk. Due to the level of risk associated with certain investments, it is
at least reasonably possible that changes in value of investment securities
will occur in the near term and that such changes could materially affect
participant's account balances and the amounts reported in the Statements
of Net Assets Available for Benefits and the Statement of Changes in Net
Assets Available for Benefits.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
ADMINISTRATIVE COST
The Plan incurs certain administrative costs in connection with its
investment activities which are borne by the Bank.
3. INVESTMENTS
As of December 31, 2001 and 2000 the Plan assets were primarily invested in
the following funds administered by the Trustee as follows:
CORE EQUITY FUND - Consists of investments in a broadly diversified group
of large, financially sound, high-quality companies.
EMERGING GROWTH EQUITY FUND - Consists of investments primarily in smaller
companies with higher than average returns on equity, earnings growth
potential and dividend growth potential. The fund's holdings focus on
companies with market capitalization of less than $1 billion.
VALUE EQUITY FUND - Consists of investments in financially sound companies
that have low price earnings ratios, above average dividend yields,
favorable price-to-book ratios, and are currently out of favor in the
marketplace.
ACTIVELY MANAGED BOND - Consists of investments in high quality bonds with
a full spectrum of maturities (0-30 years).
INTERMEDIATE-TERM BOND FUND - Consists of investments in high-quality fixed
income securities that mature within ten years or have an expected average
life of ten years or less. In terms of quality, at all times at least 50%
of the investments must be in U.S. Government issues and at least 75% of
the total investments must be instruments rated "AA" or better by certain
rating agencies.
SHORT-TERM INVESTMENT FUND - Consists of investments in high-quality cash
equivalent type investments offering substantial liquidity and capital
preservation. The average maturity of the fund's holdings is less than one
year.
INTERNATIONAL EQUITY FUND - Consists of investments in stocks that are
headquartered in foreign countries.
EMPLOYER STOCK FUND - Consists of investments in the common stock of Staten
Island Bancorp, Inc. and other short-term high-quality cash equivalent type
investments.
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SI BANK & TRUST 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS 7
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FORFEITURE FUND - Consist of forfeitures which will be reallocated to other
plan participants at a later date.
INVESTMENTS HELD
Investment held by the Plan are summarized below. Those investments that
represent 5 percent or more of the Plan's net assets at the end of the year
are noted with an asterisk (*). Those investments that are
nonparticipant-directed are noted with two asterisks (**). Those
investments that include participant and nonparticipant-directed
investments are noted with a plus sign (+).
<Table>
<Caption>
DECEMBER 31, 2001 DECEMBER 31, 2000
SHARES/UNITS FAIR VALUE SHARES/UNITS FAIR VALUE
RS Group Cash Forfeiture Fund** 6,211 $ 6,211 35,733 $ 35,733
RSI Retirement Trust Core
Equity Fund 57,853 5,142,575 * 65,527 7,082,157 *
RSI Retirement Trust Emerging
Growth Equity Fund 14,182 1,262,727 16,790 1,818,414 *
RSI Retirement Trust Value Equity
Fund 13,707 1,157,018 14,398 1,318,689 *
RSI Retirement Trust International
Equity Fund 505 24,799 675 41,356
RSI Retirement Trust Intermediate
Term Bond Fund 10,527 427,810 10,524 399,290
RSI Retirement Trust Actively
Managed Bond Fund 13,556 615,828 13,709 571,122
RSI Retirement Trust
Short-term Bond Fund 43,566 1,133,152 28,557 713,647
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TOTAL 9,770,120 11,980,408
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SI Bancorp
Common Stock Fund+ 1,693,360 $19,664,634 * 1,157,535 $12,469,226 *
Participants loans 990,610 1,077,796
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TOTAL $30,425,364 $25,527,430
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</Table>
4. PLAN TERMINATION
The Bank intends to continue the Plan indefinitely but reserves the right
to amend or terminate it. If the Plan is terminated or if there is a
complete discontinuance of contributions, the Plan participants will be
fully vested in their rights under the Plan.
5. TAX STATUS
The Plan has received a favorable determination letter from the Internal
Revenue Service dated February 16, 1995, indicating that the Plan, as
amended through December 14, 1993, is tax exempt under Section 401(a) of
the Internal Revenue Code of 1986. The Plan is in the process of filing for
an
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SI BANK & TRUST 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS 8
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updated determination letter for recent Plan amendments. In the opinion
of management, based on advice of their legal counsel, the Plan
amendments will not impact the previous favorable determination
letters.
6. RELATED PARTY TRANSACTIONS
One of the investment funds of the Plan invests in shares of Staten Island
Bancorp, Inc. The Plan owned 1,173,887 shares of common stock in the
Employer Stock Fund as of December 31, 2001 with a market value of
$19,146,102. As of December 31, 2000, the Plan owned 555,175 shares of
common stock with a market value of $11,866,866.
7. SUBSEQUENT EVENT
Effective January 23, 2002, participants entitled to an allocated dividend
may elect to have the dividend amount distributed in cash in lieu of being
reinvested in the Employer Stock Fund.
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SI BANK & TRUST 401(k) SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) 9
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<Table>
<Caption>
(c) DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE
(b) IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL (e) CURRENT
(a) LESSOR, OR SIMILAR PARTY PAR, OR MATURITY VALUE (d) COST VALUE
- --- ----------------------------------------- ------------------------------ -------------- --------------
* RSI Retirement Core Equity Fund 57,853 shares $ 2,903,655 $ 5,142,575
* RSI Retirement Emerging Growth
Equity Fund 14,182 shares 1,140,482 1,262,727
* RSI Retirement Value Equity Fund 13,707 shares 1,042,426 1,157,018
* RSI Retirement International Equity
Fund 505 shares 28,514 24,799
* RSI Retirement Intermediate-Term
Bond Fund 10,527 shares 418,652 427,810
* RSI Retirement Actively Managed
Bond Fund 13,556 shares 597,798 615,828
* RSI Retirement Short-term
Investment Fund 43,566 shares 1,131,845 1,133,152
* SI Bancorp employer stock fund 1,693,360 shares 8,008,511 19,664,634
* RS Group Forfeiture Fund 525,684 shares 6,211 6,211
Participant loans (Interest rates between -- 990,610
7% and 10.5%)
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TOTAL ASSETS HELD FOR INVESTMENT
PURPOSES $15,278,094 $30,425,364
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</Table>
*Parties-in-interest to the Plan.
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees for the Plan have duly caused this annual report to be
signed by the undersigned hereunto duly authorized.
SI BANK & TRUST 401(k) SAVINGS PLAN
IN RSI RETIREMENT TRUST
June 27, 2003 By: /s/ Catherine Arcuri
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Name: Catherine Arcuri
Title: Plan Administrator
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INDEX TO EXHIBIT
<Table>
<Caption>
Number Description
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23 Consent of Independent Accountants
99 Statement Pursuant to 18 U.S.C. Section 1350 as Required
by Section 906 of the Sarbanes-Oxley Act of 2002
</Table>