SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
===========
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X ANNUAL REPORT PURSUANT TO SECTION 15(d)
----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
----- TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
===========
Commission file number 1-11785
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SOUTHERN PACIFIC FUNDING CORPORATION
401(K) PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SOUTHERN PACIFIC FUNDING CORPORATION
4949 MEADOWS ROAD, SUITE 600
LAKE OSWEGO, OREGON 97035
<PAGE>
Southern Pacific Funding Corporation
401(k) Plan and Trust
Table of Contents
December 31, 1997
<TABLE>
PAGE
<S> <C>
Report of Independent Accountants............................................................... 1
Statement of Net Assets Available for Benefits with Fund Information............................ 2
Statement of Changes in Net Assets Available for Benefits with Fund Information................. 3
Notes to Financial Statements................................................................... 4
Supplemental Information Required by ERISA
Schedule 1 - Schedule of Assets Held for Investment Purposes........................... 8
Schedule 2 - Schedule of Reportable Transactions....................................... 9
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Southern Pacific Funding Corporation
401(k) Plan and Trust
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Southern Pacific Funding Corporation 401(k) Plan and Trust at December
31, 1997, and the changes in net assets available for benefits for the three
months then ended, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these statements based on our audit.
We conducted our audit of these statements in accordance with generally accepted
auditing standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
schedules 1 and 2 is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by the ERISA. The Fund Information in the statement 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 plan benefits and changes in net assets available
for benefits of each fund. Schedules 1 and 2 and the Fund Information have been
subjected to the auditing procedures applied in the audit 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.
/s/ PRICE WATERHOUSE LLP
Portland, Oregon
June 25, 1998
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<PAGE>
SOUTHERN PACIFIC FUNDING CORPORATION
401(K) PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997
<TABLE>
FRANKLIN KEYCHOICE KEYCHOICE
EB MONEY SMALL CAP KEYCHOICE INCOME & MODERATE
MARKET EB MAGIC GROWTH GROWTH GROWTH GROWTH
FUND FUND FUND FUND FUND FUND
----------- ------------ --------------- --------------- -------------- --------------
ASSETS
Investments at fair value
<S> <C> <C> <C> <C> <C> <C>
EB Money Market Fund $ 46,367 $ - $ - $ - $ - $ -
EB MaGIC Fund - 97,083 - - - -
Franklin Small Cap Growth Fund - - 452,356 - - -
KeyChoice Growth Fund - - - 39,971 - -
KeyChoice Income & Growth Fund - - - - 9,496 -
KeyChoice Moderate Growth Fund - - - - - 18,934
Bond Fund of America - - - - - -
Washington Mutual Investors Fund - - - - - -
Southern Pacific Funding Corp.
Stock Fund - - - - - -
Imperial Credit Industries Stock Fund - - - - - -
Participant loans - - - - - -
----------- ----------- -------------- -------------- ------------- -------------
Total investments 46,367 97,083 452,356 39,971 9,496 18,934
Receivables: 113 - - - - -
Accrued income - 1,606 7,481 661 157 313
Receivable from other plan - 3 508 389 102 101
Employer contributions - 12 1,953 971 220 210
Participant contributions ----------- ----------- -------------- -------------- ------------- -------------
Total receivables 113 1,621 9,942 2,021 479 624
Interfund (payable)/receivable (46,342) 10,198 (15,961) (1,612) (228) (342)
Accrued adjustments - 1,050 4,897 433 103 205
----------- ----------- -------------- -------------- ------------- -------------
Net assets available for benefits $ 138 $ 109,952 $ 451,234 $ 40,813 $ 9,850 $ 19,421
=========== =========== ============== ============== ============= =============
SOUTHERN
PACIFIC IMPERIAL
WASHINGTON FUNDING CREDIT
MUTUAL CORPORATION INDUSTRIES
BOND FUND INVESTORS STOCK STOCK PARTICIPANT
OF AMERICA FUND FUND FUND LOANS TOTAL
------------ ------------ -------------- -------------- --------------- ----------------
ASSETS
Investments at fair value
EB Money Market Fund $ - $ - $ - $ - $ - $ 46,367
EB MaGIC Fund - - - - - 97,083
Franklin Small Cap Growth Fund - - - - - 452,356
KeyChoice Growth Fund - - - - - 39,971
KeyChoice Income & Growth Fund - - - - - 9,496
KeyChoice Moderate Growth Fund - - - - - 18,934
Bond Fund of America 84,348 - - - - 84,348
Washington Mutual Investors Fund - 62,101 - - - 62,101
Southern Pacific Funding Corp.
Stock Fund - - 240,306 - - 240,306
Imperial Credit Industries Stock Fund - - - 567,030 - 567,030
Participant loans - - - - 8,602 8,602
------------ ----------- ------------- ------------- -------------- ---------------
Total investments 84,348 62,101 240,306 567,030 8,602 1,626,594
Receivables: - - - - - 113
Accrued income 1,395 1,027 30,710 8,131 - 51,481
Receivable from other plan 124 1,145 104 - - 2,476
Employer contributions 327 3,759 230 - - 7,682
Participant contributions ------------ ----------- ------------- ------------- -------------- ---------------
Total receivables 1,846 5,931 31,044 8,131 - 61,752
Interfund (payable)/receivable (601) 10,971 20,930 22,987 - -
Accrued adjustments 913 672 (3,047) (2,847) - 2,379
------------ ----------- ------------- ------------- -------------- ---------------
Net assets available for benefits $ 86,506 $ 79,675 $ 289,233 $ 595,301 $ 8,602 $ 1,690,725
============ =========== ============= ============= ============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
SOUTHERN PACIFIC FUNDING CORPORATION
401(K) PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997
<TABLE>
FRANKLIN KEYCHOICE KEYCHOICE
EB MONEY SMALL CAP KEYCHOICE INCOME & MODERATE
MARKET EB MAGIC GROWTH GROWTH GROWTH GROWTH
FUND FUND FUND FUND FUND FUND
------------- ------------ -------------- --------------- ---------------- ---------------
ADDITIONS
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
<S> <C> <C> <C> <C> <C> <C>
in fair value of assets $ - $ 1,246 $ (57,595) $ (304) $ (36) $ (109)
Interest & dividends 138 - 21,965 906 156 343
Transfer from other plan - 102,795 375,807 - - -
Rollovers - - 26 1,619 - -
Loan repayments - 173 173 - - -
- - - - - -
Contributions: - - - - - -
Participant contributions - 4,186 83,500 28,891 7,359 14,090
Employer contributions - 1,552 28,692 9,701 2,371 5,097
------------ ----------- ------------- --------------- --------------- ---------------
Total additions 138 109,952 452,568 40,813 9,850 19,421
DEDUCTIONS
Deductions from net assets
attributable to:
Benefit payments - - (1,334) - - -
------------ ----------- ------------- --------------- --------------- ---------------
Net increase (decrease) 138 109,952 451,234 40,813 9,850 19,421
Net assets available for benefits:
Beginning of period - - - - - -
------------ ----------- ------------- --------------- --------------- ---------------
End of period $ 138 $ 109,952 $ 451,234 $ 40,813 $ 9,850 $ 19,421
============ =========== ============= =============== =============== ===============
SOUTHERN
PACIFIC IMPERIAL
BOND WASHINGTON FUNDING CREDIT
FUND MUTUAL CORPORATION INDUSTRIES
OF INVESTORS STOCK STOCK PARTICIPANT
AMERICA FUND FUND FUND LOANS TOTAL
ADDITIONS ------------ ------------- ------------ --------------- -------------- ----------------
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of assets $ (194) $ (2,461) $ (14,995) $ (172,764) $ - $ (247,212)
Interest & dividends 1,272 4,991 65 52 149 30,037
Transfer from other plan 70,714 - 257,246 768,109 9,221 1,583,892
Rollovers 1,654 - 26 - - 3,325
Loan repayments 87 243 92 - (768) -
- - - - - -
Contributions: - - - - - -
Participant contributions 8,962 56,612 34,048 (96) - 237,552
Employer contributions 4,011 20,290 13,014 - - 84,728
----------- ------------ ------------ -------------- -------------- ----------------
Total additions 86,506 79,675 289,496 595,301 8,602 1,692,322
DEDUCTIONS
Deductions from net assets
attributable to:
Benefit payments - - (263) - - (1,597)
------------ ------------- ------------ -------------- -------------- ----------------
Net increase (decrease) 86,506 79,675 289,233 595,301 8,602 1,690,725
Net assets available for benefits:
Beginning of period - - - - - -
------------ ------------- ------------ -------------- -------------- ----------------
End of period $ 86,506 $ 79,675 $ 289,233 $ 595,301 $ 8,602 $ 1,690,725
============ ============= ============ ============== ============== ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
SOUTHERN PACIFIC FUNDING CORPORATION
401(K) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Southern Pacific Funding Corporation
401(k) Plan and Trust (the "Plan") provides only general information.
Participants should refer to the Plan document for a more comprehensive
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering substantially all
employees of Southern Pacific Funding Corporation (the "Company") and its
subsidiaries, as well as the employees of three affiliated companies,
Hallmark America, Inc., Oceanmark Financial, Inc. and National Capital
Funding, Inc., who have completed six months of service and reached at
least 21 years of age. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Participants of the Plan previously participated in a savings plan that was
sponsored by the Company's former parent company, Imperial Credit
Industries, Inc. On October 1, 1997, the Company established the Plan, and
all balances of the Plan's participants were transferred from the previous
savings plan into Plan investments with similar risk and investment
strategies. The net assets of the Plan include a receivable in the amount
of $51,481 related to amounts which were not yet transferred to the Plan by
December 31, 1997.
CONTRIBUTIONS
Under the Plan, participants may elect to contribute, subject to Internal
Revenue Code limitations, up to 15% of gross pay to the Plan through salary
deferral. The Company contributes 50% of the first 6% contributed by each
employee. The maximum match is 3% of gross pay. Employee and employer
contributions are initially made to the EB Money Market Fund and are then
allocated to the various investment options in accordance with the
elections made by Plan participants.
INVESTMENT OPTIONS
Participants may direct contributions in any of nine investment options as
follows:
EB MaGIC Fund. The investment objective of the EB Managed Guaranteed
Investment Contract (MaGIC) Fund is to seek a reasonable level of
income together with stability of principal. The Fund primarily invests
in a diversified portfolio of insurance companies and other investment
contracts. The effective maturity of the Fund will be five years or
less. Investment contracts are selected from an approved list of
high-quality issuers. Short-term investments are maintained only in
amounts deemed sufficient for liquidity needs.
Franklin Small Cap Growth Fund. The fund seeks long-term capital
growth. The fund invests primarily in equity securities of companies
with market capitalization of less than $1 billion at the time of
investment. In addition, the fund seeks to invest at least a third of
its assets in companies with market capitalization of $550 million or
less.
KeyChoice Growth Fund. The investment objective of the Growth Fund is
to seek to provide growth of capital. The Growth Fund seeks to achieve
its objective by allocating its assets primarily among underlying
portfolios that invest in equity securities.
KeyChoice Income and Growth Fund. The investment objective of the
KeyChoice Income and Growth Fund is to seek to provide current income
combined with moderate growth of capital. The Income and Growth Fund
seeks to achieve its objective by allocating its assets among
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<PAGE>
SOUTHERN PACIFIC FUNDING CORPORATION
401(K) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN (CONTINUED)
underlying portfolios that invest in fixed income securities and, to a
lesser extent, equity securities.
KeyChoice Moderate Growth Fund. The investment objective of the
KeyChoice Moderate Growth Fund is to seek to provide growth of capital
combined with a moderate level of current income. The Moderate Growth
Fund seeks to achieve its objectives by allocating its assets in equity
securities and, to a lesser extent, fixed income securities.
The American Funds Group: The Bond Fund of America. The fund seeks a
high level of current income as is consistent with preservation of
capital. The investment strategy emphasizes strong bond market values
in the U.S. and abroad.
The American Funds Group: Washington Mutual Investors Fund. The fund
seeks current income and an opportunity for growth of principal
consistent with sound common stock investing. The investment strategy
emphasizes companies that consistently pay dividends, and earn more
than their dividend payout.
Southern Pacific Funding Corporation Stock. Amounts are invested in
common stock of Southern Pacific Funding Corporation.
Imperial Credit Industries, Inc. Stock. Amounts are invested in common
stock of Imperial Credit Industries, Inc. The balance in this fund was
transferred from the previous plan. Participants may not allocate new
deferral amounts to this fund.
VESTING
Participants are immediately vested in their elective contributions and all
transfer and rollover contributions plus actual earnings thereon. These
amounts cannot be forfeited for any reason. Vesting in the participant's
share of Company contributions, plus actual earnings thereon, is based on
years of service, as follows:
PERCENTAGE
YEARS OF SERVICE VESTED
---------------- ------
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 100%
In addition, the participant's share of the Company contributions is
subject to full vesting upon the occurrence of retirement from the Company
on or after age 65, death while still an employee, or termination of
employment due to total disability.
- 5 -
<PAGE>
SOUTHERN PACIFIC FUNDING CORPORATION
401(K) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
PARTICIPANT LOANS
The Plan provides for participant loans under certain guidelines.
Participant loans are repaid through payroll deductions and participants'
remaining account balances are used as collateral for the loan. Interest
charged on the loans will equal the current prime rate plus 1%.
PAYMENT OF BENEFITS
On termination of service due to death, disability or retirement, a
participant may receive the value of his or her account as a lump-sum
distribution. Under the hardship withdrawal provisions of the Plan,
participants may withdraw salary deferral amounts while still employed by
the Company. Benefits are recorded when paid.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed in
preparation of the Plan's financial statements.
BASIS OF ACCOUNTING
The financial statements are prepared using the accrual basis of
accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Shares of Company stock
and registered investment companies are valued at quoted market prices
which represent the net asset value of shares held by the Plan at year end.
Realized and unrealized gains or losses are determined based upon revalued
cost. Revalued cost reflects the market value of the investment at the
prior year-end or the current year purchase price. Security transactions
are recorded on the date the securities are purchased or sold. The cost of
securities sold is determined by the average cost method. Interest income
is recorded on the accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of income and expenses during
the reporting period. Actual results could differ from those estimates.
3. TERMINATION PROVISIONS
Although it has not expressed any interest to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions of
ERISA. In the event of any total or partial termination or discontinuance
of the Plan, the accounts of all participants shall become fully vested and
nonforfeitable. The Company may continue the trust to pay benefits as they
mature, or liquidate and distribute the net assets of the trust among
participants and beneficiaries in proportion to their interests.
- 6 -
<PAGE>
SOUTHERN PACIFIC FUNDING CORPORATION
401(K) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
4. TRUSTEE FEES AND OTHER EXPENSES
Certain expenses of administration and servicing of the Plan, including
equipment, supplies and payroll expenses of administrative and clerical
personnel, are provided by the Company without charge to the Plan. Trustee
expenses and investment manager fees are paid by the Plan.
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Key Trust
Company. Plan investments also include common stock of Southern Pacific
Funding Corporation, the Plan's sponsor. Key Trust Company is the Trustee
and Southern Pacific Funding Corporation is the Sponsor, as defined by the
Plan and, therefore, these transactions qualify as party-in-interest.
7. FEDERAL INCOME TAX STATUS
The Plan requested but has not yet received a determination letter from the
Internal Revenue Service regarding compliance of applicable requirements of
the Internal Revenue Code (IRC). The Company and the Plan's legal counsel
believe the Plan is designed and is currently being operated in compliance
with the applicable provisions of the IRC.
8. CONCENTRATION OF RISK
The Plan's assets consist primarily of financial instruments including
common stock of Imperial Credit Corporation, the Company's common stock,
and certain mutual funds. These financial instruments may subject the Plan
to concentrations of risk because investments in common stock and mutual
funds are subject to changes in market values.
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<PAGE>
SOUTHERN PACIFIC FUNDING CORPORATION
401(K) PLAN AND TRUST
SCHEDULE 1
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FOR DECEMBER 31, 1997
CURRENT
COST VALUE
------------ ------------
Investments held by Key Trust Company:
EB Money Market Fund $ 46,367 $ 46,367
EB MaGIC Fund 95,837 97,083
Franklin Small Cap Growth Fund 508,489 452,356
KeyChoice Growth Fund* 40,256 39,971
KeyChoice Income & Growth Fund* 9,532 9,496
KeyChoice Moderate Growth Fund* 19,044 18,934
Bond Fund of America 84,540 84,348
Washington Mutual Investors Fund 64,015 62,101
Southern Pacific Funding Corp. Stock Fund* 280,437 240,306
Imperial Credit Industries Stock Fund 781,068 567,030
Participant loans - 8,602
----------- -----------
$ 1,929,585 $ 1,626,594
=========== ===========
* Party-in-interest to the Plan.
This schedule is derived from data certified by Key Trust Company,
the trustee of the Plan.
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<PAGE>
SOUTHERN PACIFIC FUNDING CORPORATION
401(K) PLAN AND TRUST
SCHEDULE 2
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS*
FOR DECEMBER 31, 1997
Transactions or series of transactions in excess of 5% of the current value of
the Plan's assets as of the beginning of the year, as defined in section
2520.103-6 of the Department of Labor rules and Regulations for Reporting and
Disclosure under ERISA are as follows:
<TABLE>
PURCHASE SELLING LEASE
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL
- --------------------------- --------------------------------------------- ------------- ------------- ----------
<S> <C> <C> <C>
Key Trust Company EB Money Market Fund $ 72,012 $ - $ -
Key Trust Company EB MaGIC Fund 95,837 - -
Key Trust Company Franklin Small Cap Growth Fund 518,342 - -
Key Trust Company KeyChoice Growth Fund 40,780 - -
Key Trust Company KeyChoice Income & Growth Fund 9,532 - -
Key Trust Company KeyChoice Moderate Growth Fund 19,044 - -
Key Trust Company Bond Fund of America 85,374 - -
Key Trust Company Washington Mutual Investors Fund 73,540 - -
Key Trust Company Southern Pacific Funding Corp. Stock Fund 253,394 - -
Key Trust Company Imperial Credit Industries Stock Fund 788,441 - -
Participants Participant loans 9,221 - -
Key Trust Company EB Money Market Fund $ - $ 25,645 $ -
Key Trust Company Franklin Small Cap Growth Fund - 8,391 -
Key Trust Company KeyChoice Growth Fund - 505 -
Key Trust Company Bond Fund of America - 832 -
Key Trust Company Washington Mutual Investors Fund - 8,978 -
Key Trust Company Imperial Credit Industries Stock Fund - 49,455 -
Participants Participant loans - 619 -
</TABLE>
<TABLE>
EXPENSES CURRENT VALUE
INCURRED OF ASSET ON
WITH COST OF TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTION ASSET DATE INVOLVED OR (LOSS)
- --------------------------- -------------------------------------------- ------------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
Key Trust Company EB Money Market Fund $ - $ 72,012 $ 72,012 $ -
Key Trust Company EB MaGIC Fund - 95,837 95,837 -
Key Trust Company Franklin Small Cap Growth Fund - 518,342 518,342 -
Key Trust Company KeyChoice Growth Fund - 40,780 40,780 -
Key Trust Company KeyChoice Income & Growth Fund - 9,532 9,532 -
Key Trust Company KeyChoice Moderate Growth Fund - 19,044 19,044 -
Key Trust Company Bond Fund of America - 85,374 85,374 -
Key Trust Company Washington Mutual Investors Fund - 73,540 73,540 -
Key Trust Company Southern Pacific Funding Corp. Stock Fund - 253,394 253,394 -
Key Trust Company Imperial Credit Industries Stock Fund - 788,441 788,441 -
Participants Participant loans - 9,221 9,221 -
Key Trust Company EB Money Market Fund $ - $ 25,645 $ 25,645 $ -
Key Trust Company Franklin Small Cap Growth Fund - 9,852 8,391 (1,461)
Key Trust Company KeyChoice Growth Fund - 525 505 (20)
Key Trust Company Bond Fund of America - 834 832 (2)
Key Trust Company Washington Mutual Investors Fund - 9,525 8,978 (547)
Key Trust Company Imperial Credit Industries Stock Fund 156 57,632 49,455 (8,333)
Participants Participant loans - - 619 -
</TABLE>
*All transactions were handled by the trustee and, as such, represent
party-in-interest transactions which are permitted by ERISA.
This schedule is derived from data certified by Key Trust Company, the trustee
of the Plan.
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<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
SOUTHERN PACIFIC FUNDING
CORPORATION 401(K) PLAN AND TRUST
(Name of Plan)
By: SOUTHERN PACIFIC FUNDING CORPORATION 401(K)
PLAN COMMITTEE
By: /s/ Timothy A. Breedlove
Dated: June 29, 1998
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