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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Annual report pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended
For the fiscal year ended March 31, 1999
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)
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 and non-voting common equity held by
non-affiliates of the registrant, i.e., persons other than the directors and
executive officers of the registrant, was $242,389,738, based upon the last
sales price as quoted on The NASDAQ National Market for June 17, 1999.
The number of shares of Common Stock outstanding as of June 17, 1999:
13,952,370
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INDEX
PART III
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Item 10. Directors and Executive Officers of the Registrant 1
Item 11. Executive Compensation............................ 7
Item 12. Security Ownership of Certain Beneficial Owners
and Management.................................... 14
Item 13. Certain Relationships and Related Transactions.... 15
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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 July 28, 1999, the names of the nominees
for election as directors at the Company's annual meeting to be held on
September 22, 1999, 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, 1999.
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Shares of
Expiration of Common Stock
Name and Principal Director Term as Beneficially Percent of
Occupation at Present Age Since(1) Director Owned (2) Class
and for Past Five Years --- -------- ------------ -------------- ----------
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NOMINEES
Robert W. Burwell.............................. 67 1984 2002 96,012(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.
William T. Dingle.............................. 71 1974 2002 69,891(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 Financial
Services, Inc. and Diversified Services, Inc.
Curtis W. Morris............................... 63 1988 2002 69,187(3)(4) *
Mr. Morris is associated with the law firm of
Lamb, Morris & Lobello and has been a
practicing attorney for 30 years.
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CONTINUING DIRECTORS
Donald R. DesCombes............................ 67 1979 2001 98,169(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
Chairman of the Board and a former owner
of Averbeck Company Insurance Brokers.
Robert D. Nichols.............................. 72 1986 2001 70,751(3)(4) *
President and Chief Executive Officer of the
Bank from August 1986 until his retirement
in August 1992.
Larry M. Rinehart.............................. 51 1994 2001 301,104(5)(6)(7) 2.2%
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 Financial
Services, Inc. and Diversified Services, Inc.
Jil H. Stark................................... 62 1975 2000 66,891(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
Financial Services, Inc. and Diversified
Services, Inc.
NAMED EXECUTIVE OFFICERS
Kevin McCarthy................................. 47 -- -- 172,825(5)(6)(7) 1.2%
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
Financial Services, Inc. and Diversified
Services, Inc.
Gregory C. Talbott............................. 45 -- -- 136,757(5)(6)(7) *
Executive Vice President, Chief Financial
Officer and Treasurer of the Company and the
Bank.
Gilbert F. Smith............................... 53 -- -- 67,409(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 Financial Services, Inc.,
and Diversified Services, Inc.
</TABLE>
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Jerald W. Groene............................... 51 -- -- 82,832(5)(6)(7) *
Senior Vice President and Chief Lending
Officer of the Bank. Mr. Groene is a
Director of Pomona Financial Services, Inc.,
PFF Financial Services, Inc. and Diversified
Services, Inc.
Stock ownership of all Directors and
Executive Officers as a Group (15 persons) -- -- 1,477,577(8) 10.1%
</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 20,404 shares awarded to each outside director pursuant to the PFF
Bancorp, Inc. 1996 Incentive Plan (the "1996 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 13,602 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 34,006 shares subject to options granted to each outside director
under the 1996 Incentive Plan which are currently exercisable. Excludes
51,011 shares subject to options granted to each outside director under the
1996 Incentive Plan which are not currently exercisable. Options granted
pursuant to the 1996 Incentive Plan become exercisable at a rate of 20% per
year commencing on October 23, 1997 and March 26, 1998.
(5) Includes 90,000, 54,000, 48,000, 25,500 and 25,500 shares awarded to Messrs.
Rinehart, McCarthy, Talbott, Smith and Groene, respectively, under the 1996
Incentive Plan which have not yet vested. Also includes 22,500 and 6,000
shares with respect to Messrs. Rinehart and Talbott which have vested but
receipt of which has been deferred at the option of Messrs. Rinehart and
Talbott. Awards to officers under the 1996 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 142,157, 72,157, 55,357, 11,357 and 38,400 shares subject to
options granted to Messrs. Rinehart, McCarthy, Talbott, Smith and Groene,
respectively, under the 1996 Incentive Plan which are currently exercisable.
Excludes 225,000, 120,000, 102,000, 57,600 and 57,600 shares subject to
options granted to Messrs. Rinehart, McCarthy, Talbott, Smith and Groene,
respectively, under the 1996 Incentive Plan which are not exercisable.
Options become exercisable at a rate of 20% per year commencing on October
23, 1997. See "Executive Compensation- 1996 Incentive Plan."
(7) Includes 5,043, 5,508, 5,509, 5,400 and 5,174 shares allocated to Messrs.
Rinehart, McCarthy, Talbott, Smith and Groene, respectively, under the
Bank's ESOP.
(8) Includes a total of 487,086 shares awarded under the 1996 Incentive Plan as
to which voting may be directed. Excludes a total of 1,042,563 shares
subject to options under the 1996 Incentive Plan which are not currently
exercisable. Includes 43,409 shares (including 26,634 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, 1999, 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 1999. The Board of Directors of the Company maintains committees, the
nature and composition of which are described below:
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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 two times in fiscal 1999.
The Audit Committee of the Bank met two times in fiscal 1999.
Nominating Committee. The Company's Nominating Committee for the 1999
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 26, 1999.
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 two times in
fiscal 1999. The Compensation, Pension and Personnel Practices Committee of the
Bank met two times in fiscal 1999.
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'
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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 1996 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 1996 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 1996 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 the Bank solely in the
event of the Bank's insolvency thereby foregoing any tax consequences to
participants until assets are distributed to participants.
1996 Incentive Plan. Under the 1996 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 1996 Incentive Plan) declared by the Company on
shares of Common Stock subject to an option. The Directors' Awards initially
granted under the 1996 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 1996 Incentive Plan). All unexercised
options granted under the 1996 Incentive Plan expire 10
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years following the date of grant. All Directors' Awards will immediately vest
upon death or disability.
Compensation Committee Interlocks and Insider Participation
The Employee Compensation and Benefits Committee is made up of five
directors: Messrs. Burwell, Dingle, Morris, Nichols and Rinehart. Mr. Rinehart
served as President and Chief Executive Officer of the Company and the Bank
during the fiscal year ended March 31, 1999.
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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, 1999, 1998 and 1997, 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 $100,000 ("Named Executive
Officers").
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Long Term Compensation
-----------------------------------------
Awards Payouts
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Annual Compensation (1)
------------------------------------
Other Restricted Securities All
Annual Stock Underlying LTIP Other
Name and Salary Compensation Awards Options/SARs Payouts Compensation
Principal Position Year ($) Bonus ($) ($)(2) ($)(3) (#) ($)(4) ($)
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Larry M. Rinehart, 1999 $300,000 $155,079 -- -- -- -- $45,444 (5)
President and Chief 1998 300,000 87,199 -- -- -- -- 45,335
Executive Officer 1997 238,164 18,320 -- 1,912,500 375,000 -- 44,747
Kevin McCarthy 1999 $200,004 $86,157 -- -- -- -- $40,971 (5)
Senior Executive 1998 200,004 48,416 -- -- -- -- 42,796
Vice President and 1997 156,000 12,000 -- 1,147,500 200,000 -- 32,437
Chief Operating
Officer
Gregory C. Talbott 1999 $190,020 $81,856 -- -- -- -- $37,890 (5)
Executive Vice 1998 190,020 46,079 -- -- -- -- 42,944
President, Chief 1997 155,880 11,990 -- 1,020,000 170,000 -- 28,452
Financial Officer
and Treasurer
Gilbert F. Smith 1999 $150,000 $51,693 -- -- -- -- $42,128 (5)
Senior Vice 1998 150,000 29,160 -- -- -- -- 40,849
President, General 1997 130,440 10,034 -- 541,875 96,000 -- 25,489
Counsel
Jerald W. Groene 1999 $150,000 $51,693 -- -- -- -- $38,301 (5)
Senior Vice 1998 150,000 29,086 -- -- -- -- 32,830
President, Chief 1997 121,404 9,339 -- 541,875 96,000 -- 24,287
Lending Officer
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_____________________________
(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 1996 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
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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.
At March 31, 1999, Messrs. Rinehart, McCarthy, Talbott, Smith and Groene had
90,000, 54,000, 48,000, 25,500 and 25,500 shares, respectively, which
remained unvested, with a market value of $1,575,000, $945,000, $840,000,
$446,250 and $446,250, respectively, as of that date.
(4) For fiscal 1999, 1998 and 1997, 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 $11,365, $7,200, $7,861, $8,947 and $6,614 in life insurance
premiums; $5,000, $4,692, $950, $3,750 and $3,750 in contributions to the
Bank's 401(k) Plan and $18,279, $18,279, $18,279, $17,137 and $17,137 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 $1,494 in interest on the
Bank's 401(k) Mirror Plan for the benefit of Mr. Smith.
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 1999
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'
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annual compensation. The Bank and the Company would also continue, 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, and pay for, 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 1999 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 term of the
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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.
1996 Incentive Plan
The Company maintains the 1996 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
1996 Incentive Plan to the Named Executive Officers for fiscal 1999.
10
<PAGE>
The following table provides certain information with respect to exercises
of stock options during the fiscal year ended March 31, 1999 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, 1999. 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 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
Fiscal Year-End(#)(1) Fiscal Year-End ($)(2)(3)
------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------------- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry M. Rinehart.... 142,157 225,000 $675,246 $1,068,750
Kevin McCarthy....... 72,157 120,000 $342,746 $570,000
Gregory C. Talbott... 60,157 102,000 $285,746 $484,500
Gilbert F. Smith..... 19,200 57,600 $91,200 $273,600
Jerald W. Groene..... 38,400 57,600 $182,400 $273,600
</TABLE>
___________________________
(1) The options in this table have an exercise price of $12.75.
(2) The price of the Common Stock on March 31, 1999 was $17.50.
(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
11
<PAGE>
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.
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
12
<PAGE>
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 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.
13
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------
Security Ownership of Certain Beneficial Owners
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, 1999 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, 1999. Information with respect to
ownership by directors and officers of the Company is contained under Item 10 of
the Form 10-K.
<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 Ownership 1,549,821(2) 11.1%
Plan ("ESOP")
350 South Garey Avenue
Pomona, California 91766
Common Stock Capital Guardian Trust Company 1,020,000(3) 7.3%
11100 Santa Monica Boulevard
Los Angeles, California 90025-3384
Common Stock Mellon Bank Corporation 1,242,253(4) 8.9%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Common Stock Thomson Horstmann & Bryant, Inc. 1,265,000(5) 9.1%
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
</TABLE>
(1) Based on 13,952,371 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, 1999, 433,951 shares had been allocated under the
ESOP and 1,111,288 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) Based on information contained in a Schedule 13G filed with the SEC on
February 12, 1999.
(4) Based on information contained in a Schedule 13G filed with the SEC on
February 4, 1999.
(5) Based on information contained in a Schedule 13G filed with the SEC on
January 25, 1999.
14
<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, 1999, nine of the Bank's executive officers or directors
had a total of eleven loans outstanding, totalling approximately $2.4 million in
the aggregate. Of the eleven loans currently outstanding to executive officers
or directors, eight loans are receiving a preferred rate. For those receiving
the preferred rate, seven 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.
<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, duly authorized.
PFF Bancorp, Inc.
By: /s/ Larry M. Rinehart
-------------------------------
Larry M. Rinehart
President, Chief Executive Officer and
Director
Dated: July 29, 1999
