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, 1999, the Corporation had total assets, deposits and shareholders' equity of $392,285,472, $289,439,659 and $30,349,262, respectively. Full-time equivalent employees of the Corporation were 143 at December 31, 1999.
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, 1999. 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 1999 Annual Report to Shareholders included in this Form 10-K as Exhibit 13 which description is incorporated herein by reference.
ITEM 2.
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 ten 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'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 September, 2005.
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 16066
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.
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 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.
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.
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 19 and 37, respectively, of the 1999 Annual Report is incorporated herein by reference. As of March 17, 2000, the Corporation had XXX shareholders of its Common Stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference is the information presented on pages 25 and 28 of the 1999 Annual Report.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Incorporated by reference is the information presented on pages 27 to 41 of the 1999 Annual Report.
ITEM 7a.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Incorporated by reference to the information presented on pages 38 to 39 of the 1999 Annual Report attached as Exhibit 13 hereto.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference is the information presented on pages 4 to 26 of the 1999 Annual Report.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
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 25, 2000.
ITEM 11.
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 25, 2000.
ITEM 12.
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 25, 2000.
ITEM 13.
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 25, 2000.
PART IV
ITEM 14.
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 8-25 Independent Auditor's Report, page 26
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.
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 1999 Annual Report, attached as Exhibit 13, hereto.)
13. 1999 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.
23.2 Consent of PriceWaterhouseCoopers LLP, Independent Certified Public Accountants is presented within.
27. Financial Data Schedule.
REPORTS ON FORM 8-K None.
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)
Dated: March 24, 2000 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 24, 2000:
/S/ Lawrence R. Gaus Lawrence R. Gaus, Chairman of the Board, Director - --------------------------
/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 - --------------------------
/S/ Grant A. Colton Jr. Grant A. Colton, Jr., Director - --------------------------
/S/ Nicholas C. Geanopulos Nicholas C. Geanopulos, Director - --------------------------
/S/ Gus P. Georgiadis Gus P. Georgiadis, Director - --------------------------
/S/ Charles S. Lenzner Charles S. Lenzner, Director - --------------------------
/S/ Kenneth L. Rall Kenneth L. Rall, Director - --------------------------
/S/ Arthur J. Rooney II Arthur J. Rooney, II, Director - --------------------------