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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment Number One)
[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, 1998
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 Number 0-26960
ITLA CAPITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4596322
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
888 Prospect Street, Suite 110, La Jolla, 92037
California
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (619) 551-0511
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
(Title of Class)
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 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. [X]
As of March 16, 1999, there were issued and outstanding 7,166,484 shares of
the Registrant's Common Stock. The aggregate market value of the voting stock
held by non-affiliates of the Registrant, computed by reference to the closing
price of such stock as of March 16, 1999, was $110.6 million. (The exclusion
from such amount of the market value of the shares owned by any person shall not
be deemed an admission by the Registrant that such person is an affiliate of the
Registrant.)
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A)(1) FINANCIAL STATEMENTS:
The Company's consolidated financial statements, and Report of
Independent Public Accountants thereon, are included in the Form 10-K
(File No. 0-26960) filed with the Securities and Exchange Commission
on March 30, 1999, at the pages listed below:
PAGE
Report of Independent Public Accountants on the Consolidated
Financial Statements as of December 31, 1998 and 1997 and
for Each of the Three Years in the Period Ended
December 31, 1998 44
Consolidated Balance Sheets as of December 31, 1998 and 1997 45
Consolidated Statements of Income for the Years Ended
December 31, 1998, 1997 and 1996 46
Consolidated Statements of Changes in Shareholders' Equity for
the Period January 1, 1996 to December 31, 1998 47
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 48
Notes to Consolidated Financial Statements 49
(A)(2) FINANCIAL STATEMENT SCHEDULES:
All financial statement schedules have been omitted as the required
information is inapplicable or has been included in the Notes to
Consolidated Financial Statements, included in the Form 10-K (File No.
0-26960) filed with the Securities and Exchange Commission on March
30, 1999.
<PAGE>
(A)(3) EXHIBITS:
Reference
Filing to
Regulation Or Exhibit Prior
S-K Number Sequential
Exhibit Attached Page
Number Document Hereto Number
- ---------------------------------------------------------------------------
2 Certificate of Incorporation, as amended ** Not applicable
3 Bylaws, as amended ** Not applicable
4 Instruments Defining the Rights of
Holders, Including Indentures
Security None Not applicable
9 Voting Trust Agreement None Not applicable
10 Material Contracts None Not applicable
10.1 1995 Stock Option Plan for Nonemployee * Not applicable
Directors
10.2 1995 Employee Stock Incentive Plan * Not applicable
10.3 Nonqualified Deferred Compensation Plan * Not applicable
10.4 Supplemental Salary Savings Plan * Not applicable
10.5 Glendale Headquarters Lease Agreement * Not applicable
10.6 Data Processing Agreement * Not applicable
10.7 Employment Agreement with George W. * Not applicable
Halogowski
10.8 Change of Control Agreements * Not applicable
10.9 Recognition and Retention Plan ** Not applicable
10.10 Voluntary Retainer Stock and Deferred
Compensation Plan for Outside Directors ** Not applicable
11 Statement Regarding Computation of Per
Share Earnings None Not applicable
12 Statement Regarding Computation of
Ratios None Not applicable
13 Annual Report to Security Holders Not required Not applicable
18 Letter Regarding Change in Accounting None Not applicable
Principals
21 Subsidiaries of the Registrant *** Not applicable
22 Published Report Regarding Matters
Submitted to Vote Of Security Holders None Not applicable
23 Consent of Independent Certified Public
Accountants 23 Page 6
24 Power of Attorney Not required Not applicable
27 Financial Data Schedule *** Not applicable
28 Information from Reports Furnished to
State Insurance Regulatory Authorities None Not applicable
- ----------
* Filed as exhibits to the Company's Registration Statement on Form S-1 (File
No. 33-96518) filed with the Securities and Exchange Commission on September 1,
1995, pursuant to Section 5 of the Securities Act of 1933.
** Filed as exhibits to the Company's Registration Statement on Form S-4 (File
No. 333-03551) filed with the Securities and Exchange Commission on May 10,
1996, pursuant to Section 5 of the Securities Act of 1933.
*** Filed as exhibits to the Company's Annual Report on Form 10-K (File No.
0-26960) filed with the Securities and Exchange Commission on March 30, 1999,
pursuant to Section 15 of the Securities and Exchange Act of 1934.
(B) REPORTS ON FORM 8-K:
None.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 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.
ITLA CAPITAL CORPORATION
Date: June 9, 1999 By: /s/ George W. Haligowski
---------------------------------
George W. Haligowski
Chairman of the Board,
President and Chief Executive
Officer
(DULY AUTHORIZED REPRESENTATIVE)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statements on Form S-8 File Nos. 333-28899,
333-28901, 333-28905, 333-28931 of our Report of Independent Public Accountants
dated January 28, 1999 included in the Form 10-K of ITLA Capital Corporation
dated March 30, 1999.
/S/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Los Angeles, California
March 30, 1999
