<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 3
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
1-14074
------------------------
(Commission File Number)
ContiFinancial Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3852588
------------------------------- ------------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
277 Park Avenue
New York, New York 10172
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 207-2800
Securities registered pursuant to Section 12(b) of the Act:
Common Stock New York Stock Exchange
--------------------- -------------------------------------------
(Title of each Class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether 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 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. [ ]
As of June 30, 1999 the aggregate market value of the voting stock held by
non-affiliates of the registrant was $33,159,561.
The Company had 46,747,370 shares of common stock outstanding as of June 30,
1999.
DOCUMENTS INCORPORATED BY REFERENCE:
The information required by Part III, Items 10,11,12 and 13, is incorporated by
reference to ContiFinancial Corporation's proxy statement which will be filed
with the Securities and Exchange Commission not more than 120 days after March
31, 1999.
The undersigned registrant hereby files this Amendment No. 3 to its Form 10-K
to file Financial Statement Schedule II -- Valuation and Qualifying Accounts
and to file the related Report of Independent Public Accountants.
<PAGE>
Part IV:
Item 14(a)(2) Financial Statement Schedule:
Report of Independent Public Accountants*
Schedule II -- Valuation and Qualifying Accounts*
- --------
*filed herewith
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
And Stockholders of
ContiFinancial Corporation:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in ContiFinancial
Corporation (a Delaware corporation) and its subsidiaries' Form 10K, and have
issued our report thereon dated July 14, 1999. Our report on the consolidated
financial statements includes a qualification paragraph noting that, as
discussed in Note 1 to the consolidated financial statements, the Company
incurred a significant operating loss in fiscal 1999 and suffered a critical
loss of liquidity that raises substantial doubt about its ability to continue as
a going concern. Our audit was made for the purpose of forming an opinion on
those statements taken as a whole. The schedule listed in the index above is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the consolidated
financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
-------------------------------
New York, New York
July 14, 1999
<PAGE>
Schedule II.
ContiFinancial Corporation
Schedule II - Valuation and Qualifying Accounts
Years Ended March 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Additions Deductions:
Balance at --------------------------------------- Reversals Balance
Beginning Acquired from Charged to and at End
Description of Year Acquisitions Expenses Other Charge-offs of Year
<S> <C> <C> <C> <C> <C> <C>
Year Ended March 31, 1999:
Allowance for loan losses 2,685 -- 6,215(a) -- (1,536) 7,364
Reserves against:
Other receivables -- -- 21,304(b) 192 (3,652) 17,844
Due from affiliates -- -- 70,617(b) -- (19,592) 51,025
Accrued severance -- -- 6,892(b) -- (2,946) 3,946
Accrued exit costs (other than severance) -- -- 5,764(b) -- (3,250) 2,514
Accrual for other restructing costs -- -- 4,927(b) -- (2,063) 2,864
Year Ended March 31, 1998:
Allowance for loan losses 3,747 654 5,668(a) -- (7,384) 2,685
Year Ended March 31, 1997:
Allowance for loan losses 1,824 1,547 3,043(a) -- (2,667) 3,747
(a) Reflected as Provision for loan losses on the Consolidated Statements of
Income
(b) Reflected as Other charges on the Consolidated Statements of Income:
Total of (b) above 109,504
Amount reflected as Other Charges on the Consolidated Statements of
Income relating to impairment of Equity investments in unconsolidated
subsidiaries 38,117
-------
Other Charges as reflected on the Consolidated Statements of Income 147,621
=======
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, ContiFinancial Corporation has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CONTIFINANCIAL CORPORATION
By: /s/ Alan H. Fishman
-----------------------------------------------
Alan H. Fishman
President, Chief Executive Officer and Director
Date: July 30, 1999
Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Alan H. Fishman President, Chief Executive Officer July 30, 1999
- --------------------------- and Director (Principal Executive
Alan H. Fishman Officer)
/s/ Frank W. Baier Senior Vice President and Chief July 30, 1999
- --------------------------- Financial Officer (Principal
Frank W. Baier Financial Officer)
/s/ Daniel J. Egan Senior Vice President and Principal July 30, 1999
- --------------------------- Accounting Officer
Daniel J. Egan
* Director and Chairman of the Board July 30, 1999
- ---------------------------
Mark R. Baker
* Director July 30, 1999
- ---------------------------
Paul J. Fribourg
* Director July 30, 1999
- ---------------------------
John W. Spiegel
* Director July 30, 1999
- ---------------------------
Donald L. Staheli
* Director July 30, 1999
- ---------------------------
John P. Tierney
* Director July 30, 1999
- ---------------------------
Lawrence G. Weppler
* Director July 30, 1999
- ---------------------------
Michael J. Zimmerman
*By: /s/ Alan Langus
-----------------------
Alan Langus
Attorney-In-Fact
</TABLE>
