<PAGE>
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 $ 339,466,088, 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:
17,103,690
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the Annual Meeting of
Stockholders to be held September 16, 1998 are incorporated by reference in Part
III hereof.
<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: June 23, 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 June 23, 1998
Officer and Director
(Principal Executive Officer)
/s/ GREGORY C. TALBOTT
- ---------------------------------
Gregory C. Talbott Executive Vice President, Chief June 23, 1998
Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)
/s/ ROBERT W. BURWELL
- ---------------------------------
Robert W. Burwell Director June 23, 1998
/s/ WILLIAM T. DINGLE
- ---------------------------------
William T. Dingle Director June 23, 1998
/s/ CURTIS W. MORRIS
- ---------------------------------
Curtis W. Morris Director June 23, 1998
/s/ ROBERT D. NICHOLS
- ---------------------------------
Robert D. Nichols Director June 23, 1998
/s/ JIL H. STARK
- ---------------------------------
Jil H. Stark Director June 23, 1998
</TABLE>
98
<PAGE>
EXHIBIT 99.1
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Financial Statements and Supplemental Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Index to Financial Statements and Supplemental Schedules
--------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits, with Fund Information
December 31, 1997 and 1996 2-3
Statements of Changes in Net Assets Available for Benefits, with Fund Information
Years ended December 31, 1997 and 1996 4-5
Notes to Financial Statements 6
</TABLE>
<TABLE>
<CAPTION>
Schedule
--------
<S> <C>
Line 27a - Schedule of Assets Held for Investment Purposes - December 31, 1997 1
Line 27d - Schedule of Reportable Transactions - Year ended December 31, 1997 2
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Plan Administrator
Capital Accumulation Plan
for Employees of PFF Bank & Trust:
We have audited the accompanying statements of net assets available for benefits
of the Capital Accumulation Plan for Employees of PFF Bank & Trust (the Plan),
formerly the Capital Accumulation Plan for Employees of Pomona First Federal
Savings and Loan Association, as of December 31, 1997 and 1996 and the related
statements of changes in net assets available for benefits for the years then
ended. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996 and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are 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. The Fund Information in
the statements of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Orange County, California
June 19, 1998
1
<PAGE>
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Statement of Net Assets Available
for Benefits with Fund Information
Year ended December 31, 1997
<TABLE>
<CAPTION>
Franklin T. Rowe Price Vanguard Vanguard
Small Cap International Index Trust 500 Wellington
Growth Fund Stock Fund Portfolio Fund
----------- ------------- --------------- ----------
<S> <C> <C> <C> <C>
Investments:
Cash and cash equivalents $ -- -- -- --
Certificates of deposit -- -- -- --
Mutual funds 1,528,008 566,554 2,577,910 1,761,350
Common stock -- -- -- --
Loans to participants -- -- -- --
---------- ------- --------- ---------
Total investments at fair value 1,528,008 566,554 2,577,910 1,761,350
Receivables -- employer contribution -- -- -- --
---------- ------- --------- ---------
Net assets available for plan benefits $1,528,008 566,554 2,577,910 1,761,350
========== ======= ========= =========
<CAPTION>
Vanguard
Total Bond PFF
Market Certificates of Bancorp, Inc. Participant
Portfolio Deposit -- Fixed Stock Fund Loans Other Total
---------- ---------------- ------------- ----------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Investments:
Cash and cash equivalents -- -- (13) -- -- (13)
Certificates of deposit -- 2,136,902 -- -- -- 2,136,902
Mutual funds 286,133 -- -- -- -- 6,719,955
Common stock -- -- 3,929,155 -- -- 3,929,155
Loans to participants -- -- -- 566,672 -- 566,672
------- --------- --------- ------- ------- ----------
Total investments at fair value 286,133 2,136,902 3,929,142 566,672 -- 13,352,671
Receivables -- employer contribution -- -- -- -- 368,484 368,484
------- --------- --------- ------- ------- ----------
Net assets available for
plan benefits 286,133 2,136,902 3,929,142 566,672 368,484 13,721,155
======= ========= ========= ======= ======= ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Statement of Net Assets Available
for Benefits with Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
KEYSTONE
CUSTODIAN VALUE CERTIFICATES CERTIFICATES
FUND BALANCED MOMENTUM OF DEPOSIT - OF DEPOSIT -
SERIES S-3 PORTFOLIO PORTFOLIO VARIABLE FIXED
---------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Investments:
Cash and cash equivalents $ -- -- -- -- --
Certificates of deposit -- -- -- 1,564,936 1,705,786
Mutual funds 953,885 1,239,420 2,748,614 -- --
Common stock -- -- -- -- --
Loans to participants -- -- -- -- --
---------- --------- --------- --------- ---------
Total investments at
fair value 953,885 1,239,420 2,748,614 1,564,936 1,705,786
Receivables:
Employer contribution -- -- -- -- --
Participants' contributions -- -- -- -- --
---------- --------- --------- --------- ---------
Net assets available for
plan benefits $ 953,885 1,239,420 2,748,614 1,564,936 1,705,786
========== ========= ========= ========= =========
<CAPTION>
PFF
BANCORP, INC.
STOCK PARTICIPANT
FUND LOANS OTHER TOTAL
------------- ----------- ----- -----
<S> <C> <C> <C> <C>
Investments:
Cash and cash equivalents 1,330 -- -- 1,330
Certificates of deposit -- -- -- 3,270,722
Mutual funds -- -- -- 4,941,919
Common stock 2,750,983 -- -- 2,750,983
Loans to participants -- 420,185 -- 420,185
--------- ------- ------- ----------
Total investments at
fair value 2,752,313 420,185 -- 11,385,139
Receivables:
Employer contribution -- -- 281,632 281,632
Participants' contributions -- -- 35,075 35,075
--------- ------- ------- ----------
Net assets available for
plan benefits 2,752,313 420,185 316,707 11,701,846
========= ======= ======= ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Statement of Changes in Net Assets Available
For Benefits with Actual Information
December 31, 1997
<TABLE>
<CAPTION>
KEYSTONE
CUSTODIAN VALUE CERTIFICATES OF
FUND SERIES BALANCED MOMENTUM DEPOSIT - CERTIFICATES OF
S-3 PORTFOLIO PORTFOLIO VARIABLE DEPOSIT - FIXED
----------- --------- --------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer (note 1) $ -- -- -- -- --
Participants -- -- -- -- 62,039
--------- ---------- ---------- ---------- ---------
-- -- -- -- 62,039
--------- ---------- ---------- ---------- ---------
Investment income:
Interest and dividends earned
on investments -- -- -- 6,713 130,470
Realized and unrealized gains
and (losses) (7,684) (10,145) (26,725) -- 1,860
--------- ---------- ---------- ---------- ---------
(7,684) (10,145) (26,725) 6,713 132,330
--------- ---------- ---------- ---------- ---------
Total additions (7,684) (10,145) (26,725) 6,713 194,369
Deductions from net assets attributed
to benefits paid to participants -- -- -- -- (520,088)
Transfers into (out of) funds (946,201) (1,229,275) (2,721,889) (1,571,649) 756,835
--------- ---------- ---------- ---------- ---------
Increase (decrease) in net assets
available for benefits (953,885) (1,239,420) (2,748,614) (1,564,936) 431,116
Net assets available for benefits:
Beginning of year 953,885 1,239,420 2,748,614 1,564,936 1,705,786
--------- ---------- ---------- ---------- ---------
End of year $ -- -- -- -- 2,136,902
========= ========== ========== ========== =========
<CAPTION>
VANGUARD
Franklin T. ROWE PRICE VANGUARD VANGUARD TOTAL BOND
Small Cap INTERNATIONAL INDEX ??? 500 WELLINGTON MARKET
Growth Fund STOCK FUND PORTFOLIO FUND PORTFOLIO
----------- ------------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer (note 1) -- -- -- -- --
Participants 186,720 87,028 209,134 170,871 25,446
--------- ------- --------- --------- -------
186,720 87,028 209,134 170,871 25,446
--------- ------- --------- --------- -------
Investment income:
Interest and dividends earned
on investments 9,616 2,904 24,210 41,623 16,530
Realized and unrealized gains
and (losses) 131,495 (2,031) 439,819 173,888 8,237
--------- ------- --------- --------- -------
141,111 873 464,029 215,511 24,767
--------- ------- --------- --------- -------
Total additions 327,831 87,901 773,163 386,382 50,213
Deductions from net assets attributed
to benefits paid to participants (154,102) (97,091) (213,228) (130,413) (10,268)
Transfers into (out of) funds 1,354,279 175,744 2,019,975 1,505,413 246,188
--------- ------- --------- --------- -------
Increase (decrease) in net assets
available for benefits 1,528,008 566,554 2,577,910 1,761,350 286,133
Net assets available for benefits:
Beginning of year -- -- -- -- --
--------- ------- --------- --------- -------
End of year 1,528,008 566,554 2,577,910 1,761,350 286,133
========= ======= ========= ========= =======
<CAPTION>
PFF
BANCORP, INC. PARTICIPIAL
STOCK FUND LOANS OTHER TOTAL
------------- ----------- ----- -----
<S> <C> <C> <C> <C>
Contributions:
Employer (note 1) 281,632 -- 86,852 368,484
Participants 166,938 -- (35,075) 873,101
--------- -------- ------- ----------
448,570 -- 51,777 1,241,585
--------- -------- ------- ----------
Investment income:
Interest and dividends earned
on investments 9,499 -- -- 241,565
Realized and unrealized gains
and (losses) 1,008,379 -- -- 1,817,093
--------- -------- ------- ----------
1,017,878 -- -- 2,058,658
--------- -------- ------- ----------
Total additions 1,466,448 -- 51,777 3,300,243
Deductions from net assets attributed
to benefits paid to participants (142,622) (11,090) -- (1,280,934)
Transfers into (out of) funds (146,997) (137,577) -- --
--------- -------- ------- ----------
Increase (decrease) in net assets 1,176,829 146,487 51,777 2,019,309
available for benefits
Net assets available for benefits:
Beginning of year 2,742,313 420,185 316,707 11,701,846
--------- -------- ------- ----------
End of year 3,929,142 566,672 368,484 13,721,155
========= ======== ======= ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Statement of Changes in Net Assets Available
for Benefits with Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
KEYSTONE
CUSTODIAN VALUE CERTIFICATES
FUND BALANCED MOMENTUM OF DEPOSIT -
SERIES S-3 PORTFOLIO PORTFOLIO VARIABLE
---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Contributions:
Employer (note 1) $ 36,489 47,343 69,673 45,158
Participants 111,957 171,098 350,189 131,729
---------- --------- --------- ----------
148,446 218,441 419,862 176,887
---------- --------- --------- ----------
Investment income:
Interest and dividends earned on investments 7,735 43,312 68,214 107,281
Realized and unrealized gains and (losses) 218,524 122,881 473,741 --
---------- --------- --------- ----------
226,259 166,193 541,955 107,281
---------- --------- --------- ----------
Total additions 374,705 384,634 961,817 284,168
---------- --------- --------- ----------
Deductions from net assets attributed to
benefits paid to participants (85,398) (12,108) (90,002) (78,739)
Transfers into (out of) funds (700,402) (28,240) 218,597 (1,225,410)
---------- --------- --------- ----------
Increase (decrease) in net assets
available for benefits (411,095) 344,286 1,090,412 (1,019,981)
Net assets available for benefits:
Beginning of year 1,364,980 895,134 1,658,202 2,584,917
---------- --------- --------- ----------
End of year $ 953,885 1,239,420 2,748,614 1,564,936
========== ========= ========= ==========
<CAPTION>
PFF
CERTIFICATES BANCORP, INC.
OF DEPOSIT - STOCK PARTICIPANT
FIXED FUND LOANS OTHER TOTAL
------------ ------------- ----------- ----- -----
<S> <C> <C> <C> <C> <C>
Contributions:
Employer (note 1) 35,014 -- -- 40,230 273,907
Participants 106,061 10,763 -- 7,298 889,095
--------- --------- ------- ------- ----------
141,075 10,763 -- 47,528 1,163,002
--------- --------- ------- ------- ----------
Investment income:
Interest and dividends earned on investments 77,393 12,343 -- -- 316,278
Realized and unrealized gains and (losses) -- 953,874 -- -- 1,769,020
--------- --------- ------- ------- ----------
77,393 966,217 -- -- 2,085,298
--------- --------- ------- ------- ----------
Total additions 218,468 976,980 -- 47,528 3,248,300
--------- --------- ------- ------- ----------
Deductions from net assets attributed to
benefits paid to participants (10,514) (9,722) (7,081) -- (293,564)
Transfers into (out of) funds (95,322) 1,785,055 45,722 -- --
--------- --------- ------- ------- ----------
Increase (decrease) in net assets
available for benefits 112,632 2,752,313 38,641 47,528 2,954,736
Net assets available for benefits:
Beginning of year 1,593,154 -- 381,544 269,179 8,747,110
--------- --------- ------- ------- ----------
End of year 1,705,786 2,752,313 420,185 316,707 11,701,846
========= ========= ======= ======= ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Notes to Financial Statements
December 31, 1997 and 1996
(1) DESCRIPTION OF PLAN
The following description of the Capital Accumulation Plan for Employees of
PFF Bank & Trust (the Plan), formerly Pomona First Federal Savings and Loan
Association Capital Accumulation 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 covering all eligible employees of
PFF Bank & Trust (the Bank or Plan Sponsor). Employees become eligible for
participation in the Plan upon 6 months of employment. Participants must
complete 501 hours of service to share in the employer's matching
contribution. In order to become a participant, each eligible employee
authorizes contributions by filing a 401(k) enrollment/change of status
election. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
In December 1994, the Bank amended and restated the Plan by adopting the
Union Bank Non-Standardized 401(k) Profit Sharing Adoption Agreement.
CONTRIBUTIONS
No contribution is required by the Bank; however, at the discretion of its
Board of Directors, the Bank may contribute out of its income and/or
accumulated earned surplus an amount equal to a specified percentage of the
tax-deferred contribution of the participants or a profit sharing
contribution with the amount to be determined by the Board of Directors.
From inception of the Plan through July 3, 1997, the maximum annual
participant contribution was 15% of the participant's annual salary, as
defined within the Plan. Beginning July 4, 1997 and thereafter, to avoid
violating IRS regulations, the maximum annual contribution is 8%, 7% and 5%
for "non-highly" compensated employees, "highly compensated" employees and
"executives," respectively. For 1996, the Bank chose to match the
participants' contribution at a rate of 50% of the first 6% contributed.
For 1997, the Bank chose to match the participants' contributions at a rate
of 100% of the first 1% and 50% of the next 6% of contributions. For
"highly compensated" participants and "executives", the Bank chose to match
50% of the participants contributions up to 7% and 5%, respectively, for
1997. Forfeitures of matching contributions are used to reduce the Bank's
matching contributions. For the years ended December 31, 1997 and 1996,
participant forfeitures totaled $2,159 and $4,455, respectively.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution
and allocation of (a) the Bank's contribution and (b) Plan earnings.
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's account.
6
<PAGE>
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Notes to Financial Statements, Continued
PARTICIPANTS LOANS
Participants may borrow from their fund accounts a minimum of $1,000 up to
a maximum equal to the lesser of $50,000 or 50% of their vested account
balance. Loan repayments are to be made over a period not to exceed 5 years
except loans for the purchase of a primary residence in which case payment
may exceed 5 years. The loans are secured by the balance in the
participant's account and bear interest at a rate of prime plus 1%.
VESTING
Participation in the Plan is voluntary. Employee contributions and the
earnings as a result of each participant's contributions are 100% vested
and nonforfeitable. The Bank's contributions vest to participants in
accordance with a specified schedule with 100% vesting occurring after 5
years of service, on the participant's attaining age 65, or on the
participant's death or total and permanent disablement.
PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive either a
lump-sum amount equal to the vested balance of his or her account or annual
(or more frequent) installments over a period not to exceed the life
expectancy of the participant.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual
basis of accounting.
TRUST FUND MANAGED BY INVESTMENT ADVISORY COMMITTEE
Under the terms of the Plan, the assets of the Plan are placed in trust
(the Trust), and are held under the trusteeship of Union Bank of
California, N.A. (Union Bank). Assets are managed under the direction of
Employee Compensation and Benefits Committee of the Bank's Board of
Directors (the Committee). The Committee has delegated certain of its
ordinary management and investment responsibilities to certain members of
the Bank's Executive Committee and the Human Resources Director. Committee
members are appointed for an indefinite term by the Bank's Board of
Directors. The Committee has full discretionary authority to administer the
Plan and the trust agreement.
The investments and changes therein of these trust funds have been reported
by Union Bank as having been determined through the use of fair market
values based upon quotations obtained from national securities exchanges or
latest bid prices. Security transactions are accounted for on a trade-date
basis. Realized gains and losses on the sale of investments are computed
using the average cost method.
DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
Substantially all of the Plan's financial instruments are carried at fair
value or amounts approximating fair value.
7
<PAGE>
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Notes to Financial Statements, Continued
USE OF ESTIMATES
Certain estimates and assumptions have been made relating to the reporting
of Plan assets and liabilities to prepare the financial statements in
conformity with generally accepted accounting principles. Actual results
could differ from those estimates.
RECLASSIFICATIONS
Certain reclassifications have been made to the prior year financial
statements to conform with the current year presentation.
ADMINISTRATIVE EXPENSES
All administrative expenses of the Plan were paid directly by the Bank in
1997 and 1996.
(3) INVESTMENTS
The following table presents the cost and fair values of those investments
at December 31, that represent 5% or more of the Plan's net assets.
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996
--------------------------------------------- --------------------------------------------
IDENTITY OF PARTY AND FAIR FAIR
DESCRIPTION OF ASSET COST VALUE COST VALUE
- --------------------------------- -------------------- -------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
PFF Bank & Trust Certificates of
Deposit:
Fixed rate $ 2,136,902 2,136,902 1,705,786 1,705,786
Variable rate -- -- 1,564,936 1,564,936
Mutual funds:
Keystone Custodian Fund Series
S-3 -- -- 984,628 953,885
Balanced Portfolio -- -- 1,110,851 1,239,420
Value Momentum Portfolio -- -- 2,219,724 2,748,614
Vanguard Wellington Fund 1,613,761 1,761,350 -- --
Vanguard Index Trust 500
Portfolio 2,097,799 2,577,910 -- --
Franklin Small Cap Growth Fund 1,423,950 1,528,008 -- --
PFF Bancorp, Inc. Stock Fund 2,401,110 3,929,155 1,862,122 2,752,313
-------------------- -------------------- -------------------- -------------------
Total $ 9,673,522 11,933,325 9,448,047 10,964,954
==================== ==================== ==================== ===================
</TABLE>
8
<PAGE>
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Notes to Financial Statements, Continued
ALLOCATION OF PLAN ASSETS
Employee contributions are allocated to various funds based on the election
made by each participant. Net income or loss of each fund is allocated on
the basis of the proportionate asset balance of each participant as of the
previous valuation date after adjustment for withdrawals, distributions and
other additions or subtractions that may be appropriate. Under the daily
valuation record-keeping system, earnings are allocated on the basis of
current shares held in each participant's account and the accounts are
valued daily.
A description of each investment fund follows:
Franklin Small Cap Growth Fund The fund seeks long-term capital
appreciation by investing in equity securities of companies with a market
capitalization of less than $1 billion.
T. Rowe Price International Stock Fund The fund seeks total return from
long-term growth of capital and income by investing primarily in common
stocks of established foreign issuers.
Vanguard Index Trust 500 Portfolio The fund seeks to track, as closely
as possible, the investment performance of the S&P 500 Index by investing
in each of the Index's 500 stocks according to each stock's weighting in
the index.
Vanguard Wellington Fund The fund seeks to provide conservative
investors with conservation of principal and reasonable current income
and profits without undue risk, by investing in common stocks and bonds.
Vanguard Total Bond Market Portfolio The fund seeks to replicate the
total return of the Lehman Brothers Aggregate Bond Index by investing
primarily in securities listed in the index.
Certificates of Deposit Fixed The Fixed Rate Certificate of Deposit
pays a market rate of return for a fixed term of one year.
PFF Bancorp, Inc. Stock Fund Stock fund assets are invested in PFF
Bancorp, Inc. common stock and cash and cash equivalents. PFF Bancorp,
Inc., is the holding company of the Plan's sponsor, the Bank.
(4) PLAN TERMINATION
Although the Bank has not expressed any intent to terminate the Plan, it
may do so at any time subject to the provisions of ERISA. In the event the
Plan is terminated, all participants become 100% vested in their account
balances.
(5) FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Bank by a
letter dated July 24, 1995, that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code (IRC). The Bank and the
Plan's tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
9
<PAGE>
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Notes to Financial Statements, Continued
(6) RELATED PARTY TRANSACTIONS
The Plan had $2.14 million and $3.27 million on deposit at December 31,
1997 and 1996, respectively, in certificates of deposit at the Bank, the
employer. In addition, the Plan held 197,693 and 184,940 shares of common
stock of PFF Bancorp, Inc. at December 31, 1997 and 1996, respectively.
10
<PAGE>
Schedule 1
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT
INCLUDING
IDENTITY OF MATURITY DATE, RATE
ISSUE, BORROWER, OF INTEREST, COLLATERAL, CURRENT
LESSOR OR SIMILAR PARTY PAR, OR MATURITY VALUE COST VALUE
----------------------- ------------------------- ---- -------
<S> <C> <C> <C>
*PFF Bank & Trust Fixed rate certificate of
deposit; 6.06% $ 2,136,902 2,136,902
*PFF Bancorp, Inc. Common Stock 197,693
shares 2,401,110 3,929,155
*PFF Bancorp, Inc. Stock Liquidity Fund (13) (13)
Franklin Small Cap Growth Fund Common Stock 66,638 shares 1,423,950 1,528,008
T. Rowe Price International Stock Fund Common Stock 42,217 shares 585,375 566,544
Vanguard Index Trust 500 Portfolio Common Stock 28,621 shares 2,097,799 2,577,910
Vanguard Wellington Fund Common Stock 59,808 shares 1,613,761 1,761,350
Vanguard Total Bond Market Portfolio Common Stock 28,358 shares 278,332 286,133
Participants loans -- 566,672
----------- ----------
Assets held for investment purposes $10,537,216 13,352,671
=========== ==========
</TABLE>
* Denotes a party in interest.
See accompanying independent auditors' report.
<PAGE>
Schedule 2
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1997
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
DESCRIPTION OF ASSET
IDENTITY OF (INCLUDE INTEREST RATE AND SELLING LEASE
PARTY INVOLVED MATURITY IN CASE OF A LOAN) PURCHASE PRICE PRICE RENTAL
-------------- --------------------------- -------------- ------- ------
<S> <C> <C> <C> <C>
PFF Bancorp, Inc. Stock Common stock purchases $2,658,294 -- --
PFF Bancorp, Inc. Stock Common stock sales -- 2,489,734 --
Franklin Small Cap Growth Fund Mutual fund purchases 1,847,283 -- --
Franklin Small Cap Growth Fund Mutual fund sales -- 449,496 --
Keystone Fund Series S-3 Mutual fund sales -- 946,201 --
Participant Loan Fund Loans 312,276 -- --
Participant Loan Fund Loan repayments -- 165,789 --
T. Rowe Price International
Stock Fund Mutual fund purchases 775,073 -- --
T. Rowe Price International
Stock Fund Mutual fund sales -- 205,936 --
Highmark Balanced Fund Mutual fund sales -- 1,229,275 --
Highmark Value Momentum Fund Mutual fund sales -- 2,721,889 --
Vanguard Index Trust 500
Portfolio Mutual fund purchases 2,458,450 -- --
Vanguard Index Trust 500
Portfolio Mutual fund sales -- 410,174 --
Vanguard Wellington Fund Mutual fund purchases 1,859,149 -- --
Vanguard Wellington Fund Mutual fund sales -- 270,188 --
Vanguard Total Bond Market
Portfolio Mutual fund purchases 326,541 -- --
Vanguard Total Bond Market
Portfolio Mutual fund sales -- 48,467 --
PFF Bank & Trust - Fixed CD Certificate of deposit purchases 2,081,775 -- --
PFF Bank & Trust - Fixed CD Certificate of deposit sales -- 1,650,,659 --
PFF Bank & Trust -
Variable CD Certificate of deposit sales -- 1,571,667 --
</TABLE>
<TABLE>
<CAPTION>
(A) (F) (G) (H) (I)
CURRENT VALUE OF
IDENTITY OF EXPENSE INCURRED COST ASSET ON NET GAIN
PARTY INVOLVED WITH TRANSACTION OF ASSET TRANSACTION DATE OR (LOSS)
-------------- ---------------- -------- ---------------- ---------
<S> <C> <C> <C> <C>
PFF Bancorp, Inc. Stock -- 2,658,294 2,658,294 --
PFF Bancorp, Inc. Stock -- 2,436,994 2,489,734 52,740
Franklin Small Cap Growth Fund -- 1,847,283 1,847,283 --
Franklin Small Cap Growth Fund -- 424,430 449,496 25,066
Keystone Fund Series S-3 -- 953,885 946,201 (7,684)
Participant Loan Fund -- 312,276 -- --
Participant Loan Fund -- 165,789 165,789 --
T. Rowe Price International
Stock Fund -- 775,073 775,073 --
T. Rowe Price International
Stock Fund -- 189,057 205,936 16,879
Highmark Balanced Fund -- 1,239,420 1,229,275 (10,145)
Highmark Value Momentum Fund -- 2,748,614 2,721,889 (26,725)
Vanguard Index Trust 500
Portfolio -- 2,458,450 2,458,450 --
Vanguard Index Trust 500
Portfolio -- 357,276 410,174 52,898
Vanguard Wellington Fund -- 1,859,149 1,859,149 --
Vanguard Wellington Fund -- 244,469 270,188 25,719
Vanguard Total Bond Market
Portfolio -- 326,541 326,541 --
Vanguard Total Bond Market
Portfolio -- 48,272 48,467 195
PFF Bank & Trust - Fixed CD -- 2,081,775 2,081,775 --
PFF Bank & Trust - Fixed CD -- 1,650,659 1,650,659 --
PFF Bank & Trust -
Variable CD -- 1,571,667 1,571,667 --
</TABLE>
See accompanying independent auditors' report.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(b) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 1997
or
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number ________
CAPITAL ACCUMULATION PLAN FOR EMPLOYEES OF PFF BANK & TRUST
-----------------------------------------------------------
(Full title of the plan)
PFF BANCORP, INC.
350 SO. GAREY AVENUE
POMONA, CALIFORNIA 91766
- --------------------------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan and address of its
principal executive office)
<PAGE>
REQUIRED INFORMATION
ITEM 4. The Capital Accumulation Plan for Employees of PFF Bank & Trust,
formerly Pomona First Federal Savings and Loan Association Capital Accumulation
Plan, which is subject to the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), files plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA.
FINANCIAL STATEMENTS. Listed below are all financial statements and
schedules filed as a part of the annual report.
(a) Audited Statements of Net Assets Available for Benefits with Fund
Information as of December 31, 1997 and 1996 and the related
Statements Changes In Net Assets Available for Benefits with Fund
Information.
EXHIBITS
(23) - AUDITORS' CONSENT
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Compensation and Benefits Committee of the Board of Directors of PFF
Bancorp, Inc., has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
Capital Accumulation Plan
for Employees of
PFF Bank & Trust
Date: June 26, 1998 By: /s/ Larry M. Rinehart
-----------------------------------------------
Larry M. Rinehart
President, Chief Executive Officer and Director
PFF Bancorp, Inc.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Plan Administrator
Capital Accumulation Plan for Employees of PFF Bank & Trust
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of PFF Bancorp, Inc. of our report dated June 19, 1998, relating to the
statement of net assets available for benefits and the statement of changes in
net assets available for plan benefits of the Capital Accumulation Plan for
Employees of PFF Bank & Trust as of and for the years ended December 31, 1997
and 1996 and all related schedules, which appear in the December 31, 1997 annual
report on Form 11-K of the Capital Accumulation Plan for Employees of PFF Bank &
Trust.
KPMG Peat Marwick LLP
Orange County, California
June 29, 1998
