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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K405/A
Annual report pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended
For the fiscal year ended March 31, 1998
Commission File No.: 0-27404
PFF BANCORP, INC.
(exact name of registrant as specified in its charter)
DELAWARE 95-4561623
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
350 SOUTH GAREY AVENUE, POMONA, CALIFORNIA 91766
(Address of principal executive offices)
Registrant's telephone number, including area code: (909) 623-2323
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class)
NASDAQ NATIONAL MARKET
(Name of exchange on which registered)
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 the Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant, i.e., persons other than the directors and executive officers of
the registrant, was $ 267,204,560, based upon the last sales price as quoted on
The NASDAQ National Market for June 23, 1998.
The number of shares of Common Stock outstanding as of June 23, 1998:
16,250,283.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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The Board of Directors of the Company currently consists of seven (7)
directors and is divided into three classes. Each of the seven members of the
Board of Directors of the Company also presently serves as a director of the
Bank. Directors are elected for staggered terms of three years each, with the
term of office of only one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified.
The following table sets forth, as of the July 28, 1998, the names of the
nominees for election as directors at the Company's annual meeting to be held on
September 16, 1998, continuing directors and Named Executive Officers (as
defined herein) as well as their ages, a brief description of their recent
business experience, including present occupations and employment, certain
directorships held by each, the year in which each director became a director of
the Bank, the year in which their terms (or in the case of the nominees, their
proposed terms) as director of the Company expire. The table also sets forth
the amount of Common Stock and the percent thereof beneficially owned by each
director and Named Executive Officer and all directors and executive officers as
a group as of July 28, 1998.
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<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL EXPIRATION OF COMMON STOCK
OCCUPATION AT PRESENT DIRECTOR TERM AS BENEFICIALLY PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE(1) DIRECTOR OWNED (2)(3) CLASS(4)
----------------------- --- -------- -------- ------------ --------
<S> <C> <C> <C> <C> <C>
NOMINEES
Donald R. DesCombes.............................. 66 1979 2001 81,166(3)(4) *
Chairman of the Board of Directors of the
Company and the Bank. Mr. DesCombes
has served as Chairman of the Board of the
Bank since 1989. Mr. DesCombes is an
owner of Averbeck Company Insurance
Brokers.
Robert D. Nichols................................ 71 1986 2001 55,198(3)(4) *
President and Chief Executive Officer of the
Bank from August 1986 until his retirement
in August 1992. Mr. Nichols is on the Board
of Trustees of San Antonio Community
Hospital.
Larry M. Rinehart................................ 50 1994 2001 232,811(5)(6)(7) 1.4%
President and Chief Executive Officer of the
Company and the Bank since July 1992.
Served as President-elect and Executive Vice
President from July 1991 to July 1992. Mr.
Rinehart also serves as Director, President
and Chief Executive Officer of Pomona
Financial Services, Inc., PFF Insurance
Service and Diversified Services, Inc.
CONTINUING DIRECTORS
Jil H. Stark..................................... 61 1975 2000 49,888(3)(4) *
Formerly Director of Marian Miner Cook
Athenaeum of Claremont McKenna College,
and currently Community Coordinator. Mrs.
Stark also serves on the Board of Directors
of Pomona Financial Services, Inc., PFF
Insurance Service and Diversified Services,
Inc.
William T. Dingle................................ 70 1974 1999 52,888(3)(4) *
Chief Executive Officer of Graves
Automotive Supply and Parkway
Automotive Warehouse. Mr. Dingle also
serves on the Board of Directors of Pomona
Financial Services, Inc., PFF Insurance
Service and Diversified Services, Inc.
Robert W. Burwell................................ 66 1984 1999 81,009(3)(4) *
Vice Chairman of the Board of Directors of
the Company and the Bank. Mr. Burwell
was President and Chief Executive Officer of
the Pomona Valley Hospital Medical Center
from 1972 until his retirement in 1993.
Curtis W. Morris................................. 62 1988 1999 58,985(3)(4) *
Mr. Morris is associated with the law firm of
Lamb, Morris & Lobello and has been a
practicing attorney for 28 years.
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL EXPIRATION OF COMMON STOCK
OCCUPATION AT PRESENT DIRECTOR TERM AS BENEFICIALLY PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE(1) DIRECTOR OWNED (2)(3) CLASS(4)
----------------------- --- -------- -------- ------------ --------
<S> <C> <C> <C> <C> <C>
NAMED EXECUTIVE OFFICERS
Kevin McCarthy................................... 46 -- -- 139,901(5)(6)(7) *
Senior Executive Vice President of the
Company and Senior Executive Vice
President and Chief Operating Officer of the
Bank. Mr. McCarthy is a Director of
Pomona Financial Services, Inc., PFF
Insurance Service and Diversified Services,
Inc.
Gregory C. Talbott............................... 44 -- -- 124,588(5)(6)(7) *
Executive Vice President, Chief Financial
Officer and Treasurer of the Company and
the Bank.
Gilbert F. Smith................................. 52 -- -- 62,511(5)(6)(7) *
Senior Vice President and General Counsel
of the Bank. Mr. Smith also serves as
Chairman of the Board of Pomona Financial
Services, Inc., PFF Insurance Service, and
Diversified Services, Inc.
Jerald W. Groene................................. 50 -- -- 68,461(5)(6)(7) *
Senior Vice President and Chief Lending
Officer of the Bank.
Stock ownership of all Directors and
Executive Officers as a Group (14 persons) -- -- 1,196,505(8) 7.5%
</TABLE>
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* Does not exceed 1.0% of the Company's voting securities.
(1) Includes years of service as a director of the Bank.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares reported
herein (except as noted).
(3) Includes 27,205 shares awarded to each outside director pursuant to the PFF
Bancorp, Inc. 1996 Incentive Plan (the "Incentive Plan"), which vest in
five equal annual installments commencing on October 23, 1997 and March 26,
1998 and which have not yet vested. Also includes 6,801 and 3,060 shares
with respect to Messrs. DesCombes and Nichols, respectively, which have
vested but receipt of which has been deferred by Messrs. DesCombes and
Nichols. Each outside director presently has voting power as to the shares
awarded.
(4) Includes 17,003 shares subject to options granted to each outside director
under the Incentive Plan which are currently exercisable. Excludes 68,012
shares subject to options granted to each outside director under the
Incentive Plan which are not currently exercisable. Options granted
pursuant to the Incentive Plan become exercisable at a rate of 20% per year
commencing on October 23, 1997 and March 26, 1998.
(5) Includes 120,000, 72,000, 64,000, 34,000 and 34,000 shares awarded to
Messrs. Rinehart, McCarthy, Talbott, Smith and Groene, respectively, under
the Incentive Plan which have not yet vested. Also includes 6,000 shares
with respect to Mr. Talbott which have vested but receipt of which has been
deferred at the option of Mr. Talbott. Awards to officers under the
Incentive Plan vest at a rate of 20% per year commencing on October 23,
1997; provided, however, that 75% of the third, fourth and fifth annual
installments will only vest if the performance criteria established by the
Compensation Committee is satisfied. Each participant presently has voting
power as to the shares awarded.
(6) Includes 67,157, 32,157, 26,157 and 19,200 shares subject to options
granted to Messrs. Rinehart, McCarthy, Talbott and Groene, respectively,
under the Incentive Plan which are currently exercisable. Excludes 300,000,
160,000, 136,000, 76,800 and 76,800 shares subject to options granted to
Messrs. Rinehart, McCarthy, Talbott, Smith and Groene, respectively, under
the Incentive Plan which are not exercisable. Options become exercisable at
a rate of 20% per year commencing on October 23, 1997. See "Executive
Compensation- Incentive Plan."
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(7) Includes 3,216, 3,680, 3,681, 3,687 and 3,461 shares allocated to Messrs.
Rinehart, McCarthy, Talbott, Smith and Groene, respectively, under the
Bank's ESOP.
(8) Includes a total of 605,091 shares awarded under the Incentive Plan as to
which voting may be directed. Excludes a total of 1,388,071 shares subject
to options under the Incentive Plan which are not currently exercisable.
Includes 26,581 shares (including 17,725 shares set forth in footnote 7
above) allocated to executive officers as a group under the Bank's ESOP.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS OF
THE COMPANY
The Board of Directors of the Company conducts its business through
meetings of the Board of Directors and through activities of its committees.
The Board of Directors of the Company meets monthly and may have additional
meetings as needed. During the year ended March 31, 1998, the Board of
Directors of the Company held twelve meetings. All of the directors of the
Company attended at least 75% of the total number of the Company's Board
meetings held and committee meetings on which such directors served during
fiscal 1998. The Board of Directors of the Company maintains committees, the
nature and composition of which are described below:
AUDIT COMMITTEE. The Audit Committee of the Company and the Bank
consists of Mrs. Stark and Messrs. Dingle and Burwell. The Audit Committee is
responsible for reporting to the Board on the general financial condition of the
Bank and the results of the annual audit, and is responsible for ensuring that
the Bank's activities are being conducted in accordance with applicable laws and
regulations. The Audit Committee of the Company met three times in fiscal 1998.
The Audit Committee of the Bank met four times in fiscal 1998.
NOMINATING COMMITTEE. The Company's Nominating Committee for the 1998
Annual Meeting consisted of Mrs. Stark and Messrs. Burwell and Morris. The
committee considers and recommends the nominees for director to stand for
election at the Company's annual meeting of shareholders. The Company's
Certificate of Incorporation and Bylaws provide for stockholder nominations of
directors. These provisions require such nominations to be made pursuant to
timely notice in writing to the Secretary of the Company. The stockholder's
notice of nomination must contain all information relating to the nominee which
is required to be disclosed by the Company's Bylaws and by the Exchange Act.
The Nominating Committee met on May 27, 1998.
EMPLOYEE COMPENSATION AND BENEFITS COMMITTEE. The Employee
Compensation and Benefits Committee of the Company consists of Messrs. Burwell,
Dingle, Morris, Nichols and Rinehart. The committee meets to establish
compensation and benefits for the executive officers and to review the incentive
compensation programs when necessary. The committee is also responsible for all
matters regarding compensation and benefits, hiring, termination and affirmative
action issues for other officers and employees of the Company and the Bank. The
Employee Compensation and Benefits Committee of the Company met one time in
fiscal 1998. The Compensation, Pension and Personnel Practices Committee of the
Bank met three times in fiscal 1998.
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DIRECTORS' COMPENSATION
DIRECTORS' FEES. The directors of the Company, except for Mr.
Rinehart, receive a retainer of $5,000 per year for service on the Board of
Directors of the Company. No committee meeting fees are paid by the Company.
Currently, all directors of the Bank except the Chairman of the Board and Mr.
Rinehart receive a retainer of $3,000 per month. The Chairman of the Board
receives a monthly retainer of $4,200. Mr. Rinehart does not receive any
additional compensation for serving as a director. No committee meeting fees
are paid by the Bank. No fees are currently being paid to the directors for
service on the Board of Directors of the service companies.
DIRECTORS' RETIREMENT PLAN. The Bank maintains the PFF Bank & Trust
Directors' Retirement Plan (the "Directors' Retirement Plan"). The Directors'
Retirement Plan is frozen, in that no new benefits are accruing under the Plan
effective December 31, 1995. The Directors' Retirement Plan provides that, upon
retirement, retiring directors are eligible to receive an annual benefit equal
to 70% of the retiring directors' annualized final earnings based on monthly
board compensation as of December 31, 1995 (reduced by one one hundred and
twentieth (1/120) for each month of service less than 120) which shall continue
to be paid for at least 10 years and over the lifetime of the director
thereafter. All directors are currently credited with 120 months of service
under the plan except for Mr. Nichols who has been credited with 60 months of
service. Mr. Rinehart does not participate in the plan. Benefits may not start
until the director reaches age 65. The Directors' Retirement Plan provides that
in the event of a participant's death prior to payment of all benefits due to
the participant under the plan, the remaining benefits are to be paid to the
beneficiary or beneficiaries designated by the participant or, if no such
designation had been made, to the estate of the participant.
DIRECTORS' DEFERRED COMPENSATION PLAN. The Bank provides a non-
qualified plan which offers directors the opportunity to defer fee compensation
and stock awarded under the Incentive Plan. The primary form of benefit for
deferred fees is 120 monthly installment payments of the account balance. Such
balance shall equal the amount of the deferrals and interest thereon. Other
forms of benefit, including a lump sum payout, are available with certain
restrictions. Deferred stock awarded under the Incentive Plan, is accounted for
in the plan in the form of Common Stock units. The form of benefit for deferred
stock received through the Incentive Plan is a single lump sum payout made in
shares of Common Stock. The forms of benefit for other deferred stock is a
single lump sum payout or payment of equal installments over time. Prior to
March 1996, deferrals had been credited with an interest rate equal to the
highest interest rate paid on a designated date to depositors of the Bank. The
plan has been amended to allow for an alternative choice whereby deferrals may
be credited with investment earnings or losses equivalent to that of the Common
Stock issued in connection with the Company's initial public offering ("Common
Stock Rate"). Previous deferrals, as well as future deferrals, may be credited
with the Common Stock Rate as of the initial public offering. The Bank
established an irrevocable grantor trust ("rabbi trust") to hold the assets of
the Bank that are intended to be used to satisfy the Bank's obligation with
respect to benefits payable under the Deferred Compensation Plan. Assets of the
rabbi trust are subject to the claims of creditors of
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the Bank solely in the event of the Bank's insolvency thereby foregoing any tax
consequences to participants until assets are distributed to participants.
INCENTIVE PLAN. Under the Incentive Plan maintained by the Company,
each director who is not an officer or employee of the Company or the Bank
received non-statutory stock options to purchase 76,516 shares of Common Stock
at an exercise price of $12.75, which was the fair market value of the shares on
the date of grant, October 23, 1996 (with Dividend Equivalent Rights attached,
as discussed below), and an award of 30,606 shares of Common Stock. On March
26, 1997, each director who is not an officer or employee of the Company or the
Bank was granted non-statutory stock options to purchase 8,501 shares of Common
Stock at an exercise price of $15.50, which was the fair market value of the
shares on the date of grant (with Dividend Equivalent Rights attached, as
discussed below), and an award of 3,400 shares of Common Stock (collectively,
the "Directors' Awards"). The Dividend Equivalent Rights provide a separate
cash benefit equal to 100% of the amount of any extraordinary dividend (as
defined in the Incentive Plan) declared by the Company on shares of Common Stock
subject to an option. The Directors' Awards initially granted under the
Incentive Plan will vest over a five-year period, at a rate of 20% each year
commencing on October 23, 1997 and March 26, 1998, the first anniversaries of
the respective dates of grant. On February 18, 1997, the Employee Compensation
and Benefits Committee of the Company and the Compensation, Pension and
Personnel Practices Committee of the Bank amended the Directors' Awards
agreements, effective March 28, 1997, to provide for acceleration of the vesting
of Directors' Awards upon a change in control of the Company or the Bank (as
defined in the Incentive Plan). All unexercised options granted under the
Incentive Plan expire 10 years following the date of grant. All Directors'
Awards will immediately vest upon death or disability.
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ITEM 11. EXECUTIVE COMPENSATION
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SUMMARY COMPENSATION TABLE. The following table shows, for the fiscal years
ended March 31, 1998, 1997 and 1996, the cash compensation paid by the Bank, as
well as certain other compensation paid or accrued for those years, to the Chief
Executive Officer and the four highest paid executive officers of the Bank who
received compensation in excess of $100,000 ("Named Executive Officers").
<TABLE>
<CAPTION>
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Annual Compensation (1)
------------------------------------
Other
Annual
Name and Salary Compensation
Principal Position Year ($) Bonus ($) ($)(2)
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry M. Rinehart, President 1998 $300,000 $87,199 --
and Chief Executive Officer 1997 238,164 18,320 --
1996 226,211 -- --
Kevin McCarthy 1998 $200,004 $48,416 --
Senior Executive Vice 1997 156,000 12,000 --
President and Chief 1996 143,943 -- --
Operating Officer
Gregory C. Talbott 1998 $190,020 $46,079 --
Executive Vice President, 1997 155,880 11,990 --
Chief Financial Officer and 1996 148,128 -- --
Treasurer
Gilbert F. Smith 1998 $150,000 $29,160 --
Senior Vice President, 1997 130,440 10,034 --
General Counsel 1996 124,740 -- --
Jerald W. Groene 1998 $150,000 $29,086 --
Senior Vice President, Chief 1997 121,404 9,339 --
Lending Officer 1996 115,232 -- --
<CAPTION>
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Long Term Compensation
-------------------------------------------
Awards Payouts
------ -------
Restricted Securities All
Stock Underlying LTIP Other
Name and Awards Options/SARs Payouts Compensation
Principal Position Year ($)(3) (#) ($)(4) ($)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Larry M. Rinehart, President 1998 $ -- -- -- $43,766(5)
and Chief Executive Officer 1997 1,912,500 375,000 -- 45,335
1996 -- -- -- 44,747
Kevin McCarthy 1998 $ -- -- -- $45,094(5)
Senior Executive Vice 1997 1,147,500 200,000 -- 42,796
President and Chief 1996 -- -- -- 32,437
Operating Officer
Gregory C. Talbott 1998 $ -- -- -- $42,012(5)
Executive Vice President, 1997 1,020,000 170,000 -- 42,944
Chief Financial Officer and 1996 -- -- -- 28,452
Treasurer
Gilbert F. Smith 1998 $ -- -- -- $42,729(5)
Senior Vice President, 1997 541,875 96,000 -- 40,849
General Counsel 1996 -- -- -- 25,489
Jerald W. Groene 1998 $ -- -- -- $42,678(5)
Senior Vice President, Chief 1997 541,875 96,000 -- 32,830
Lending Officer 1996 -- -- -- 24,287
</TABLE>
_____________________________
(1) Under Annual Compensation, the column titled "Salary" includes amounts
deferred by the Named Executive Officer pursuant to the Bank's 401(k) Plan,
as hereinafter defined, pursuant to which employees may defer up to 15% of
their compensation and executive officers may defer up to 5% of their
compensation, up to the maximum limits under the Code. These numbers are
subject to change based on Section 415 testing limits.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus for the last year, (b) payments of
above-market preferential earnings on deferred compensation, (c) payments of
earnings with respect to long-term incentive plans prior to settlement or
maturation, (d) tax payment reimbursements, or (e) preferential discounts on
stock.
(3) Pursuant to the Incentive Plan, Messrs. Rinehart, McCarthy, Talbott, Smith
and Groene were awarded 150,000, 90,000, 80,000, 42,500 and 42,500 shares,
respectively, in fiscal 1997. The dollar amounts set forth in the table
represent the market value of the shares awarded on the date of grant. The
awards vest in five annual installments commencing on October 23, 1997, the
first anniversary of the date of grant. When shares become vested and are
distributed, the recipient will also receive an amount equal to accumulated
dividends and earnings thereon (if any). All awards vest immediately upon
termination due to death or disability. The awards to Messrs. Rinehart,
McCarthy, Talbott, Smith and Groene are subject to the attainment of certain
performance goals established by the Committee.
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At March 31, 1998, Messrs. Rinehart, McCarthy, Talbott, Smith and Groene had
120,000, 72,000, 64,000, 34,000 and 34,000 shares, respectively, which
remained unvested, with a market value of $2,475,000, $1,485,000,
$1,320,000, $701,250 and $701,250, respectively, as of that date.
(4) For fiscal 1998, 1997 and 1996, the Bank had no long-term incentive plans in
existence. Accordingly, there were no payments or awards under any long-
term incentive plan.
(5) Includes $11,378, $7,212, $7,873, $8,959 and $6,627 in life insurance
premiums; $4,750, $1,837, $2,132, $3,907 and $3,920 in contributions to the
Bank's 401(k) Plan and $20,574, $20,575, $20,575, $18,602 and $18,285 in
contributions to the ESOP paid by the Bank for the benefit of Messrs.
Rinehart, McCarthy, Talbott, Smith and Groene, respectively. Also includes
$10,800 as payment for auto allowances. Includes $294, $1,577, $293, $325
and $1,116 in interest on the Bank's 401(k) Mirror Plan for the benefit of
Messrs. Rinehart, McCarthy, Talbott, Smith and Groene, respectively.
EMPLOYMENT AGREEMENTS
The Bank and the Company have entered into employment agreements with
Messrs. Rinehart and McCarthy (individually, the "Executive"). The employment
agreements are intended to ensure that the Bank and the Company will be able to
maintain a stable and competent management base. The continued success of the
Bank and the Company depends to a significant degree on the skills and
competence of Messrs. Rinehart and McCarthy.
The employment agreements provide for a three-year term for Messrs.
Rinehart and McCarthy. The Bank employment agreements provide that, commencing
on the first anniversary date and continuing each anniversary date thereafter,
the Board of Directors of the Bank may extend the agreement for an additional
year so that the remaining term shall be three years, unless written notice of
non-renewal is given by the Board of Directors of the Bank after conducting a
performance evaluation of the Executive. The terms of the Company employment
agreements shall be extended on a daily basis unless written notice of non-
renewal is given by the Board of Directors of the Company. The agreements
provide that the Executive's base salary will be reviewed annually. The annual
base salaries for Messrs. Rinehart and McCarthy for the fiscal year ended 1998
are $300,000 and $200,004, respectively. In addition to the base salary, the
agreements provide for, among other things, participation in stock benefit plans
and other fringe benefits applicable to executive personnel.
The agreements provide for termination by the Bank or the Company for cause
as defined in the agreements at any time. In the event the Bank or the Company
chooses to terminate the Executive's employment for reasons other than for
cause, or in the event of the Executive's resignation from the Bank and the
Company upon: (i) failure to re-elect the Executive to his current office(s);
(ii) a material change in the Executive's functions, duties or responsibilities;
(iii) a relocation of the Executive's principal place of employment by more than
25 miles; (iv) a material reduction in the benefits and perquisites to the
Executive; (v) liquidation or dissolution of the Bank or the Company; or (vi) a
breach of the agreement by the Bank or the Company, the Executive or, in the
event of the Executive's subsequent death, his beneficiary, would be entitled to
receive an amount equal to the remaining base salary payments due to the
Executive and the contributions that would have been made on the Executive's
behalf to any employee benefit plans of the Bank or the Company during the
remaining term of the agreement provided, however, that the payment shall not,
in the aggregate, exceed three times the average of the Executive's five
preceding taxable years' annual compensation. The Bank and the Company would
also continue,
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and pay for the Executive's life, health and disability coverage for the
remaining term of the agreement.
Under the agreements, if voluntary or involuntary termination follows a
change in control of the Bank or the Company (as defined in the Employment
Agreement), the Executive or, in the event of the Executive's death, his
beneficiary, would be entitled to a severance payment equal to the greater of:
(i) the payments due for the remaining term of the agreement; or (ii) three
times the average of the five preceding taxable years' annual compensation. The
Bank and the Company would also continue the Executive's life, health, and
disability coverage for thirty-six months.
Notwithstanding that both agreements provide for a severance payment in the
event of a change in control, the Executive would only be entitled to receive a
severance payment under one agreement. In the event of a change in control,
based upon three times 1998 base salary as reported in the Summary Compensation
Table, Messrs. Rinehart and McCarthy would receive approximately $900,000 and
$600,012, respectively, in severance payments, in addition to other cash and
noncash benefits.
Payments under the agreements in the event of a change in control may
constitute an excess parachute payment under Section 280G of the Internal
Revenue Code (the "Code") for executive officers, resulting in the imposition of
an excise tax on the recipient and denial of the deduction for such excess
amounts to the Company and the Bank. Under the Company's agreements, if such
payment constitutes an excess parachute payment under Section 280G of the Code,
the executive officer will receive a benefit under the agreement equal to the
greater of (i) the total benefits payable under the agreement taking into
account the state and federal income and excise taxes on such amounts or (ii)
the amount that is one dollar less than the triggering amount for the imposition
of the excise tax under Section 280G.
Payments to the Executive under the Bank's agreement will be guaranteed by
the Company in the event that payments or benefits are not paid by the Bank.
Payment under the Company's agreement would be made by the Company. All
reasonable costs and legal fees paid or incurred by the Executive pursuant to
any dispute or question of interpretation relating to the Agreements shall be
paid by the Bank or Company, respectively, if the Executive is successful
pursuant to a legal judgment, arbitration or settlement. The employment
agreements also provide that the Bank and Company shall indemnify the Executive
to the fullest extent allowable under federal and Delaware law, respectively.
TERMINATION AND CHANGE IN CONTROL AGREEMENTS
The Bank has entered into two-year termination and change in control
agreements ("CIC Agreement") with Messrs. Smith, Golish and Groene and Ms.
Lemons and Ms. Scullin and, effective April 1998, a three-year CIC Agreement
with Mr. Talbott. Commencing on the first anniversary date and continuing on
each anniversary thereafter, the Bank's CIC Agreements may be renewed by the
Board of Directors for an additional year. The Company has entered into a
three-year CIC Agreement with Mr. Talbott similar to the Bank's CIC Agreement
except that the
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term of the Company's CIC Agreement shall be extended on a daily basis. The CIC
Agreements provide that in the event voluntary or involuntary termination
follows a change in control of the Bank or the Company, the officer or, in the
event of death, his beneficiary, would be entitled to receive a severance
payment equal to two (three in the case of Mr. Talbott) times the officer's
average annual compensation for the five (two in the case of the Company's CIC
Agreement and three in the case of Mr. Talbott) years preceding termination
subject to the limitation that such payment not exceed three times the officer's
average annual compensation of the previous five years (the Company's CIC
Agreement has no such limitation). The Bank would also continue, and pay for,
the officer's life, health and disability coverage for a period of twenty-four
(24) (thirty-six (36) in the case of Mr. Talbott) months from the date of
termination. Payments to the officer under the Bank's CIC Agreements will be
guaranteed by the Company in the event that payments or benefits are not paid by
the Bank.
The CIC Agreements also provide for a severance payment in the event of an
involuntary termination of the officer by the Bank other than in a change in
control, except for cause. The severance payment is a sum equal to twenty-six
weeks of base salary for each three years of service up to a maximum of one-
hundred and four weeks and is conditioned on the officer releasing the Bank from
any causes of action against the Bank or the Company arising during any period
of employment from the employment relationship, other than claims under the
various employee benefit plans of the Bank and the Company.
INCENTIVE PLAN. The Company maintains the Incentive Plan, which provides
discretionary awards of options to purchase Common Stock, option-related awards
and awards of Common Stock (collectively, "Awards") to officers, directors and
key employees as determined by a committee of the Board of Directors. Awards of
Common Stock to officers, directors and key employees is provided under
"Restricted Stock Awards" in the "Summary Compensation Table." No options were
granted under the Incentive Plan to the Named Executive Officers for fiscal
1998.
11
<PAGE>
The following table provides certain information with respect to exercises
of stock options during the fiscal year ended March 31, 1998 by Named Executive
Officers and to the number of shares of Common Stock represented by outstanding
options held by the Named Executive Officers as of March 31, 1998. Also
reported are the values for "in-the-money" options which represent the positive
spread between the exercise price of any such existing stock options and the
year end price of the Common Stock.
AGGREGATE OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN THE MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FISCAL YEAR-END(#)(1) FISCAL YEAR-END ($)(2)(3)
ACQUIRED ON VALUE --------------------- -------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Larry M. Rinehart........ 7,843 $ 58,823 67,157 300,000 $528,861 $2,362,500
Kevin McCarthy........... 7,843 58,823 32,157 160,000 253,236 1,260,000
Gregory C. Talbott....... 7,843 59,283 26,157 136,000 205,986 1,071,000
Gilbert F. Smith......... 19,200 103,200 -- 76,800 -- 604,800
Jerald W. Groene......... -- -- 19,200 76,800 151,200 604,800
</TABLE>
___________________________
(1) The options in this table have an exercise price of $12.75.
(2) The price of the Common Stock on March 31, 1998 was $20.625.
(3) Based on the market value of the underlying Common Stock at fiscal year
end, minus the exercise price.
RETIREMENT PLAN. The Bank maintains a defined benefit plan (the
"Retirement Plan") for certain salaried employees who had attained the age of 21
and completed one year of service prior to December 31, 1995. Effective
December 31, 1995, the Retirement Plan was frozen and Participants ceased the
accrual of additional benefits under the Retirement Plan although vesting will
continue according to the terms of the Retirement Plan. After December 31, 1995
no new Participants entered the Retirement Plan. The Retirement Plan is
designed to comply with the requirements under Section 401(a) of the Code.
The Retirement Plan provides for a monthly benefit to the employee upon
retirement at the age of 65, or if later, the fifth anniversary of the
employee's initial participation in the Retirement Plan ("Normal Retirement
Age"). The Retirement Plan also provides for a monthly benefit upon the
Participant's death, disability and early retirement. Early retirement is
conditioned upon the attainment of the age of 55, and the completion by the
Participant of 15 years of service. No new accrual of years of service will
occur after December 31, 1995. Benefits under the Plan are determined taking
into account the participant's final average earnings, social security benefits
and years of credited service under the Retirement Plan as of December 31, 1995.
12
<PAGE>
The following table sets forth the estimated annual benefits payable upon
retirement at age 65 in the year ended December 31, 1995, expressed in the form
of a single life annuity, for the final average salary and benefit service
classifications specified.
<TABLE>
<CAPTION>
PFF BANK & TRUST EMPLOYEE PENSION PLAN
-----------------------------------------------
YEARS OF SERVICE
FINAL AVERAGE
COMPENSATION 15 20 25 30 35
- ------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 50,000 $13,598 $18,130 $22,663 $22,663 $22,663
100,000 29,723 39,630 49,538 49,538 49,538
150,000 45,848 61,130 76,413 76,413 76,413
200,000 45,848 61,130 76,413 76,413 76,413
250,000 45,848 61,130 76,413 76,413 76,413
300,000 45,848 61,130 76,413 76,413 76,413
350,000 45,848 61,130 76,413 76,413 76,413
400,000 45,848 61,130 76,413 76,413 76,413
</TABLE>
Compensation under the Retirement Income Plan includes all regular pay and
overtime. The benefit amounts listed above were computed on a single life
annuity basis, which is the normal form under the plan.
The approximate years of service, as of January 1, 1996 for the Named
Executive Officers are as follows:
<TABLE>
<CAPTION>
SERVICE
-------
NAME YEARS MONTHS
---- ----- ------
<S> <C> <C>
Larry M. Rinehart 18 3
Kevin McCarthy 18 -
Gregory C. Talbott 8 7
Gilbert F. Smith 24 2
Jerald W. Groene 23 6
</TABLE>
The freezing of accrued benefits on December 31, 1995 results in no
additional service for purposes of benefit determination being accrued for the
named executive officer.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Bank maintains a non-qualified
Supplemental Executive Retirement Plan ("SERP") to provide certain officers and
highly compensated employees with additional retirement benefits. The SERP
reflects the freezing of the Pension Plan as of December 31, 1995. The benefits
provided under the SERP are directly related to those provided under these three
qualified employee benefit plans sponsored by the Bank, namely the ESOP, the
401(k) Plan and the Pension Plan. With respect to the Pension Plan, the SERP
provides a benefit equal to the present value of the previous SERP benefit
accrued as of December 31, 1995. No additional contributions will be made by the
Bank to provide this benefit, as this portion of the SERP is only a deferral
mechanism (with interest) of the frozen Pension Plan benefit. The SERP also
provides a benefit equal to the difference between (i) the benefits which would
have been provided by employer contributions to the 401(k) Plan and the
13
<PAGE>
ESOP if such contributions and benefits were calculated without the limitations
imposed by the qualification rules of the Code and (ii) the actual benefit
provided under each plan. Benefits under the SERP will be provided at retirement
in the form of some combination of an annuity, lump sum cash or stock
distribution.
The Bank has established an irrevocable grantor's trust in connection with
the SERP. This trust is funded with contributions from the Bank for the purpose
of providing the benefits promised to the participants under the terms of the
SERP. The SERP participants have only the rights of unsecured creditors with
respect to the trust's assets, and will not recognize income with respect to
benefits provided by the SERP until such benefits are received by the
participants. The assets of the trust are subject to the claims of the Bank's
creditors solely in the event of the Bank's insolvency, thereby foregoing any
tax consequences to the participants until assets are distributed to
participants. Earnings on the trust's assets are taxable to the Bank. The
trust's assets may be invested in the Company's stock.
14
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------
The following table sets forth information as to those persons
believed by management to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock on July 28, 1998 or as disclosed in certain
reports regarding such ownership filed by such persons with the Company and with
the Securities and Exchange Commission ("SEC"), in accordance with Sections
13(d) and 13(g) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"). Other than those persons listed below, the Company is not aware of any
person, as such term is defined in the Exchange Act, that owns more than 5% of
the Company's Common Stock as of July 28, 1998.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(1)
-------------- ---------------- -------------------- --------
<S> <C> <C> <C>
Common Stock PFF Bank & Trust Employee Stock 1,576,152(2) 9.7%
Ownership Plan ("ESOP")
350 South Garey Avenue
Pomona, California 91766
Common Stock Boston Partners Asset Management, L.P.(3) 1,143,100(4) 7.0%
Boston Partners, Inc.
Desmond John Heathwood
One Financial Center, 43/rd/ Floor
Boston, Massachusetts 02111
Common Stock Capital Guardian Trust Company 1,020,000(5) 6.3%
333 South Hope Street
Los Angeles, California 90071
Common Stock Mellon Bank Corporation 990,900(6) 6.1%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Common Stock Thomson Horstmann & Bryant, Inc. 987,500(7) 6.1%
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
</TABLE>
- --------------------------------------------
(1) Based on 16,250,283 shares outstanding.
(2) CNA Trust has been appointed as the corporate trustee for the ESOP ("ESOP
Trustee"). The ESOP Trustee, subject to its fiduciary duty, must vote all
allocated shares held in the ESOP in accordance with the instructions of
the participants. At July 28, 1998, 306,552 shares had been allocated under
the ESOP and 1,269,600 shares remain unallocated. Under the terms of the
ESOP, the ESOP Trustee will vote the unallocated shares in a manner
calculated to most accurately reflect the instructions received from
participants regarding allocated shares so long as the ESOP Trustee
determines such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
(3) Boston Partners Asset Management, L.P. ("BPAM") owns of record 1,143,100
shares of Common Stock of the Company. Boston Partners, Inc. is the sole
general partner of BPAM, and Mr. Heathwood is the principal stockholder of
Boston Partners, Inc.
(4) Based on information contained in a Schedule 13G filed with the SEC on
February 13, 1998.
(5) Based on information contained in a Schedule 13G filed with the SEC on
February 3, 1998.
(6) Based on information contained in a Schedule 13G filed with the SEC on
January 23, 1998.
(7) Based on information contained in a Schedule 13G filed with the SEC on
February 11, 1998.
15
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
With certain exceptions permitted under the Federal Reserve Act and
Regulation O, all loans or extensions of credit to executive officers and
directors must be made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
the general public and must not involve more than the normal risk of repayment
or present other unfavorable features. In addition, loans made to a director or
executive officer in excess of the greater of $25,000 or 5% of the Bank's
capital and surplus (up to a maximum of $500,000) must be approved in advance by
a majority of the disinterested members of the Board of Directors.
The Bank has determined that preferred rate loans for executive
officers and directors are part of the Bank's overall benefits and compensation
program, and therefore, executive officers and directors are permitted to
receive the preferred rate so long as they are made within the limitations of
the Federal Reserve Act and Regulation O.
As of March 31, 1998, ten of the Bank's executive officers or
directors had a total of twelve loans outstanding, totalling approximately $2.1
million in the aggregate. Of the twelve loans currently outstanding to
executive officers or directors, eleven loans are receiving a preferred rate.
For those receiving the preferred rate, ten loans are secured by the borrower's
principal residence and one loan to a director is secured by rental property.
It is the policy of the Company that all transactions between the
Company and its executive officers, directors, holders of 10% or more of the
shares of any class of its common stock and affiliates thereof, contain terms no
less favorable to the Company than could have been obtained by it in arm's-
length negotiations with unaffiliated persons and are required to be approved by
a majority of independent outside directors of the Company not having any
interest in the transaction.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 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.
PFF BANCORP, INC.
BY:/s/ LARRY M. RINEHART
-------------------------------
Larry M. Rinehart
DATED: July 28, 1998 President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------------------------------------------------------------
<S> <C> <C>
/s/ LARRY M. RINEHART
- ---------------------------------
Larry M. Rinehart President, Chief Executive July 28, 1998
Officer and Director
(Principal Executive Officer)
/s/ GREGORY C. TALBOTT
- ---------------------------------
Gregory C. Talbott Executive Vice President, Chief July 28, 1998
Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)
/s/ ROBERT W. BURWELL
- ---------------------------------
Robert W. Burwell Director July 28, 1998
/s/ WILLIAM T. DINGLE
- ---------------------------------
William T. Dingle Director July 28, 1998
/s/ CURTIS W. MORRIS
- ---------------------------------
Curtis W. Morris Director July 28, 1998
/s/ ROBERT D. NICHOLS
- ---------------------------------
Robert D. Nichols Director July 28, 1998
/s/ JIL H. STARK
- ---------------------------------
Jil H. Stark Director July 28, 1998
</TABLE>
17
