<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file Number 333-4026
FIRST NATIONWIDE (PARENT) HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3778550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 MAIN STREET, SAN FRANCISCO, CALIFORNIA 94105
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 415-904-0100
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: N/A
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: N/A
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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of the close of business on March 23, 1998: N/A.
The number of shares outstanding of each of the registrant's classes of
$1.00 par value common stock, as of the close of business on March 23, 1998:
1,000 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE:
None
Exhibit Index on page 97.
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FIRST NATIONWIDE (PARENT) HOLDINGS INC.
1997 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
Page
----
ITEM 1. Business............................................................3
General........................................................3
Lending Activities.............................................9
Non-performing Assets.........................................16
Investment Activities.........................................19
Sources of Funds..............................................24
Other Activities..............................................35
Dividend Policy of the Bank...................................37
Employees.....................................................37
Competition...................................................38
Regulation of Parent Holdings.................................38
Regulation of the Bank........................................39
Taxation......................................................45
ITEM 2. Properties.........................................................46
ITEM 3. Legal Proceedings..................................................47
ITEM 4. Submission of Matters to a Vote of Security Holders................47
PART II
ITEM 5. Market for the Registrant's Common Equity and Related
Stockholder Matters..............................................48
ITEM 6. Selected Financial Data............................................49
ITEM 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations.................52
General.......................................................52
Results of Operations.........................................56
Provision for Federal and State Income Taxes..................66
Tax Effects of Dividend Payments by the Bank..................67
Provision for Loan Losses.....................................68
Asset and Liability Management................................68
Liquidity.....................................................71
Impact of Inflation and Changing Prices.......................75
Problem and Potential Problem Assets..........................75
Mortgage Banking Operations...................................79
Capital Resources.............................................81
Year 2000.....................................................82
ITEM 7A. Quantitative and Qualitative Disclosure about Market Rate Risk.....83
ITEM 8. Financial Statements and Supplementary Data........................85
ITEM 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure...........................85
PART III
ITEM 10. Directors and Executive Officers of the Registrant.................86
ITEM 11. Executive Compensation.............................................91
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.....93
ITEM 13. Certain Relationships and Related Transactions.....................93
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K....97
Audited Financial Statements................................................F-1
Page 2
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The statements contained in this Report on Form 10-K that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including statements regarding the Company's expectations, intentions,
beliefs or strategies regarding the future. Forward-looking statements include
the Company's statements regarding liquidity, provision for loan losses,
capital resources and anticipated expense levels in "Management's Discussion
and Analysis of Financial Condition and Results of Operations." In addition, in
those and other portions of this document, the words "anticipate," "believe,"
"estimate," "expect," "intend," and other similar expressions, as they relate
to the Company or the Company's management, are intended to identify
forward-looking statements. Such statements reflect the current views of the
Company with respect to future events and are subject to certain risks,
uncertainties and assumptions. It is important to note that the Company's
actual results could differ materially from those described herein as
anticipated, believed, estimated or expected. Among the factors that could
cause results to differ materially are the risks discussed in the "Risk
Factors" section included in the Company's Registration Statement on Form S-1
filed on April 25, 1996 (File No. 333-4026) and declared effective on May 15,
1996. The Company assumes no obligation to update any such forward-looking
statement.
PART I
ITEM 1. BUSINESS
First Nationwide (Parent) Holdings Inc. ("Parent Holdings" or the
"Company") is a holding company with no business operations of its own. Parent
Holdings' only significant asset is its 80% ownership of the common stock of
First Nationwide Holdings Inc. ("FN Holdings"), a holding company which owns
all of the common stock of California Federal Bank, A Federal Savings Bank,
("California Federal" or "Bank"). As such, Parent Holdings' principal business
operations are conducted by the Bank and its subsidiaries. Parent Holdings is a
subsidiary of First Gibraltar Holdings Inc. ("First Gibraltar Holdings"), an
indirect subsidiary of MacAndrews & Forbes Holdings Inc. ("MacAndrews
Holdings").
FN Holdings is 80% owned indirectly by MacAndrews Holdings, a corporation
wholly owned through Mafco Holdings Inc. ("Mafco Holdings" and together with
MacAndrews Holdings, "MacAndrews & Forbes") by Ronald O. Perelman, and is 20%
owned by Hunter's Glen/Ford Ltd. ("Hunter's Glen"), a Texas limited partnership
controlled by Gerald J. Ford, the Chairman of the Board, Chief Executive
Officer and a director of the Bank.
First Nationwide Bank, A Federal Savings Bank ("First Nationwide"),
formerly First Madison Bank, FSB ("First Madison") and successor to First
Gibraltar Bank, FSB ("First Gibraltar"), was organized and chartered as a
federal stock savings bank in December 1988 under the Home Owners' Loan Act
("HOLA") to acquire substantially all of the assets and to assume deposits,
secured and certain other liabilities of five insolvent Texas savings and loan
associations ("Texas Closed Banks") from the FSLIC Resolution Fund
("FSLIC/RF"), as successor to the Federal Savings and Loan Insurance
Corporation ("FSLIC").
On January 3, 1997, First Nationwide Bank, A Federal Savings Bank merged
with and into California Federal Bank, A Federal Savings Bank (the "Cal Fed
Acquisition"). Unless the context otherwise indicates, (i) "Cal Fed" and "Old
California Federal" refer to Cal Fed Bancorp Inc. and California Federal Bank,
A Federal Savings Bank, respectively, prior to the consummation of the Cal Fed
Acquisition and (ii) the "Bank" refers to California Federal Bank, A Federal
Savings Bank, as the surviving entity after the consummation of the Cal Fed
Acquisition, and to First Nationwide and its predecessors for periods prior to
the Cal Fed Acquisition.
GENERAL
The Company's operations are significantly influenced by general economic
conditions in the markets and geographic areas in which the Bank conducts its
business, the monetary and fiscal policies of the federal government and the
regulatory policies of certain governmental agencies. Deposit balances and the
cost of borrowings are influenced by interest rates on competing investments
and general market interest rates. The Company's loan volume and yields are
also impacted by market interest rates on loans, the supply of and demand for
housing, and the availability of funds.
Page 3
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The Company is a diversified financial services company whose principal
business, through California Federal, consists of (i) operating retail deposit
branches to serve consumers in California and, to a lesser extent, in Florida
and Nevada, (ii) originating and/or purchasing, on a nationwide basis, 1-4 unit
residential loans and, to a lesser extent, certain commercial real estate and
consumer loans, for investment and (iii) mortgage banking activities, including
originating and servicing 1-4 unit residential loans for others. Recently, with
its entry into the sub-prime automobile finance business, the Bank broadened
its complement of consumer lending products. These operating activities are
financed principally with customer deposits, secured short-term and long-term
borrowings, collections on loans, asset sales and retained earnings. Refer to
note 22 of the Company's consolidated financial statements for additional
information about the Company's business segments.
The Bank is chartered as a federal stock savings bank under the HOLA and
regulated by the Office of Thrift Supervision ("OTS") and the Federal Deposit
Insurance Corporation ("FDIC"), which, through the Savings Association
Insurance Fund ("SAIF"), insures the deposit accounts of the Bank, up to
applicable limits. The Bank is also a member of the Federal Home Loan Bank
System ("FHLBS").
The Company's revenues are derived from interest earned on loans, interest
and dividends received on securities and mortgage-backed securities, gains on
sales of loans and other investments, fees received in connection with loan
servicing and securities brokerage and other customer service transactions.
Expenses primarily consist of interest on customer deposit accounts, interest
on short-term and long-term borrowings, general and administrative expenses
consisting of compensation and benefits, data processing, occupancy and
equipment, communications, deposit insurance assessments, advertising and
marketing, professional fees and other general and administrative expenses.
As of December 31, 1997, Parent Holdings had assets totalling $31.4
billion, deposits totalling $16.2 billion and operated retail branch offices at
225 locations in three states.
On February 1, 1993, First Gibraltar sold to Bank of America Texas, N.A.
and BankAmerica Corporation (collectively, "BankAmerica") certain assets,
liabilities and substantially all of the branch operations of First Gibraltar
located in Texas consisting of approximately $829 million of loans and 130
branches with approximately $6.9 billion in deposits (the "BAC Sale"). A gain
of $141 million was recorded in connection with this sale. Concurrently with
the BAC Sale, First Gibraltar changed its name to First Madison Bank, FSB.
Following the BAC Sale, and through September 1994, First Madison's
principal business was the performance of its obligations under an assistance
agreement entered into with the FSLIC/RF at the time of First Gibraltar's
acquisition of the Texas Closed Branches ("Assistance Agreement") and the
funding of assets subject to the Assistance Agreement ("Covered Assets").
Subsequent to the BAC Sale, First Madison also managed four retail branches in
Texas and supplemented its retail deposit base with wholesale funds from
Brokered Deposits (as defined herein) and FHLB advances.
On April 14, 1994, First Madison entered into the Asset Purchase Agreement
(the "Asset Purchase Agreement") with First Nationwide Bank, A Federal Savings
Bank ("Old FNB"), an indirect subsidiary of Ford Motor Company ("Ford Motor").
On October 3, 1994, effective immediately after the close of business on
September 30, 1994, First Madison acquired substantially all of the assets and
certain of the liabilities (the "FN Acquired Business") of Old FNB (the "FN
Acquisition") for $726.5 million. Effective on October 1, 1994, First Madison
changed its name from "First Madison Bank, FSB" to "First Nationwide Bank, A
Federal Savings Bank." Since October 1994, the Company has made several
acquisitions and has divested certain operations.
In December 1994, the Bank's wholly-owned mortgage bank operating
subsidiary, First Nationwide Mortgage Corporation ("FNMC"), entered into a
series of agreements with Standard Federal Savings Association ("StanFed"), to
acquire certain of StanFed's mortgage servicing assets and assume certain of
StanFed's mortgage servicing liabilities for approximately $178 million (the
"Maryland Acquisition"). As a result of the Maryland Acquisition, FNMC acquired
a 1-4 unit residential loan servicing portfolio of approximately $11.4 billion
(including $1.8 billion of mortgage servicing rights that are owned by third
parties who have subcontracted the servicing function to FNMC (a "sub-servicing
portfolio")) and certain other assets and liabilities. The transaction was
consummated on February 28, 1995. In connection with the Maryland Acquisition,
FNMC moved its mortgage servicing operations to Maryland from its former
location in Sacramento, California.
Page 4
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On October 2, 1995, FNMC purchased from Lomas Mortgage USA, Inc. ("LMUSA")
a 1-4 unit residential loan servicing portfolio of approximately $11.1 billion
(including a sub-servicing portfolio of $3.1 billion), a $2.9 billion master
servicing portfolio in which FNMC monitors the performance and consolidates the
reporting and remittances of multiple servicers for various investors (a
"master servicing portfolio") and other assets for $100.9 million, and the
assumption of certain indebtedness secured by the acquired loan portfolio (the
"LMUSA 1995 Purchase"). On January 31, 1996, FNMC purchased LMUSA's remaining
$14.1 billion loan servicing portfolio (including a sub-servicing portfolio of
$2.4 billion), a master servicing portfolio of $2.7 billion, $5.9 million in
foreclosed real estate, $46.8 million in net other servicing receivables, $2.6
million in mortgage loans, and $6.2 million in net other assets (including $1.4
million in cash and cash equivalents) for a purchase price of approximately
$160.9 million (the "LMUSA 1996 Purchase" and together with the LMUSA 1995
Purchase, the "LMUSA Purchases").
During the first six months of 1996, the Company consummated the sale of
its retail branches in Ohio (the "Ohio Branch Sale"), New York and New Jersey
(the "Northeast Branch Sale") and Michigan (the "Michigan Branch Sale", and
together with the Ohio Branch Sale and the Northeast Branch Sale, the "Branch
Sales") at prices which represented an average premium of 7.96% of the
approximately $4.6 billion of deposits sold. The Company recorded a pre-tax
gain of $363.3 million in connection with the Branch Sales.
On February 1, 1996, the Company acquired SFFed Corp. ("SFFed"), a savings
and loan holding company, and its wholly owned federal savings association, San
Francisco Federal Savings and Loan Association ("San Francisco Federal"), (the
"SFFed Acquisition"), for approximately $264.2 million. San Francisco Federal
operated 35 branches in the Northern California area and at February 1, 1996,
had approximately $4.0 billion in assets and approximately $2.7 billion in
deposits.
On June 1, 1996, the Company acquired Home Federal Financial Corporation
("HFFC") and its wholly owned federally chartered savings association
subsidiary, Home Federal Savings and Loan Association of San Francisco ("Home
Federal"), (the "Home Federal Acquisition," and together with the SFFed
Acquisition, the "1996 Acquisitions"). The aggregate consideration paid in
connection with the Home Federal Acquisition was approximately $67.8 million.
At June 1, 1996, HFFC had approximately $717 million in assets and $632 million
in deposits.
On January 3, 1997, pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") among FN Holdings, Cal Fed and Old California Federal,
First Nationwide merged with and into Old California Federal and Cal Fed was
liquidated. The aggregate consideration paid under the Merger Agreement
consisted of approximately $1.2 billion in cash and the issuance of litigation
interests. Old California Federal, at December 31, 1996, had total assets of
approximately $14.1 billion and deposits of $8.9 billion, and operated 119
branches in California and Nevada. Effective with the merger, First
Nationwide's name changed to California Federal Bank, A Federal Savings Bank.
On January 3, 1997 and prior to the consummation of the Cal Fed
Acquisition, First Nationwide Escrow Corp. ("FN Escrow"), an affiliate of FN
Holdings, was merged with and into FN Holdings, pursuant to a merger agreement
by and between FN Holdings and FN Escrow (the "FN Escrow Merger"). In
connection therewith, FN Holdings acquired the net proceeds from the issuance
of FN Escrow's $575 million of Senior Subordinated Notes due 2003 (the "10 5/8%
Notes") and assumed FN Escrow's obligations under the 10 5/8% Notes and
indenture. See "Certain Relationships and Related Transactions--FN Escrow
Merger and Issuance of FN Escrow Preferred Stock."
FN Holdings financed the Cal Fed Acquisition with (i) the net proceeds of
approximately $555 million from the issuance of the 10 5/8% Notes, (ii) net
proceeds of $145 million from a newly formed Delaware corporation, all the
common stock of which is owned by Gerald J. Ford, the Chairman of the Board,
Chief Executive Officer and a director of the Bank ("Special Purpose Corp."),
in exchange for $150 million aggregate liquidation value of FN Holdings'
Cumulative Perpetual Preferred Stock ("FN Holdings Preferred Stock") and (iii)
existing cash. In connection with the Cal Fed Acquisition, FN Holdings made a
capital contribution to the Bank on January 3, 1997 of approximately $685
million.
In November 1996, the Bank formed California Federal Preferred Capital
Corporation ("Preferred Capital Corp.") for the purpose of acquiring, holding
and managing real estate mortgage assets. All of Preferred Capital Corp.'s
common stock is owned by the Bank. Preferred Capital Corp. entered into a
subservicing agreement with FNMC pursuant to which FNMC services Preferred
Capital Corp.'s mortgage assets. On January 31, 1997, Preferred Capital
Page 5
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Corp. issued to the public $500 million of its 9 1/8% Noncumulative
Exchangeable Preferred Stock (the "REIT Preferred Stock"). Preferred Capital
Corp. used the proceeds from such offering to acquire mortgage assets from the
Bank.
Effective May 31, 1997, FNMC acquired a residential mortgage loan
servicing portfolio of approximately $3.2 billion from WMC Mortgage Corporation
(the "Weyerhaeuser Purchase") for $37.1 million, of which $.7 million remains
payable at December 31, 1997. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Mortgage Banking Operations."
On September 1, 1997, the Company acquired Auto One Acceptance Corporation
("Auto One") in a purchase transaction (the "Auto One Acquisition"). Auto One
primarily engages in indirect sub-prime auto financing activities, providing
loan processing, funding and loan servicing for over 800 franchised automobile
dealers. Auto One is a licensed lender in 47 states. Auto One is headquartered
in Dallas, Texas, and operates as a subsidiary of the Bank.
On September 30, 1997, FNMC sold servicing rights for 51,626 loans with an
unpaid principal balance of approximately $2.3 billion, recognizing a pre-tax
gain of $14.0 million (the "Servicing Sale").
On December 12, 1997, the Company sold its retail deposits and all related
retail banking facilities in the state of Texas (consisting of three branches)
with deposits of $57.6 million at a gross price representing a deposit premium
of 4.1% (the "Texas Branch Sale"). The Company recorded a pre-tax gain of $2.5
million in connection with the Texas Branch Sale.
The 1996 Acquisitions, the Cal Fed Acquisition, the Branch Sales and the
Texas Branch Sale contributed to the restructuring of the Company's retail
branch network consistent with its strategy of strengthening its west coast
presence. The Company's retail deposits in California have increased from $2.3
billion, or 25%, of total retail deposits at the time of the FN Acquisition to
$13.0 billion, or 82%, of total retail deposits, at December 31, 1997. By
consolidating many of the functions in the operations acquired in the FN
Acquisition, the 1996 Acquisitions and the Cal Fed Acquisition, management
achieved economies of scale and cost savings. The efficiency of a financial
institution is often measured by its efficiency ratio, which represents the
ratio of adjusted noninterest expense to net interest income and adjusted
noninterest income. The Bank has improved its efficiency ratio from 63.47% for
the year ended December 31, 1995 to 51.16% for the year ended December 31,
1997. Finally, the Maryland Acquisition, the LMUSA Purchases and the
Weyerhaeuser Purchase have significantly increased the Company's mortgage
banking activities and its fee income. Since the FN Acquisition, the Company's
mortgage servicing portfolio has increased from $6.7 billion to $46.6 billion
at December 31, 1997. Net loan servicing fees have increased from $70.3 million
for the year ended December 31, 1995 to $143.9 million for the year ended
December 31, 1997.
On February 3, 1998, the Company entered into an agreement with Gulf
States Acceptance Company, a Delaware limited partnership ("GSAC") and its
general partner, Gulf States Financial Services, Inc., a Texas corporation,
pursuant to which Auto One acquired 100% of the partnership interests in GSAC
and GSAC was liquidated and its assets and liabilities were transferred to Auto
One (the "GSAC Acquisition"). The aggregate consideration paid in connection
with the GSAC Acquisition, which was completed on February 4, 1998, was
approximately $22.5 million plus a 20% interest in the common stock of Auto
One.
On February 4, 1998, Parent Holdings and Hunter's Glen entered into a
definitive merger agreement ("Golden State Merger Agreement") with Golden State
Bancorp Inc. ("Golden State"), the publicly traded parent company of Glendale
Federal Bank, Federal Savings Bank ("Glendale Federal"), pursuant to which
Parent Holdings, Hunter's Glen and Golden State agreed to a tax-free exchange
of shares in a merger transaction (the "Golden State Merger"), to be accounted
for under the purchase method of accounting. In connection with the execution
of the Golden State Merger Agreement, Golden State, Glendale Federal, the Bank,
Stephen J. Trafton, Chairman of the Board, President and Chief Executive
Officer of Golden State and Richard A. Fink, Vice Chairman of Golden State,
entered into a Litigation Management Agreement ("Litigation Management
Agreement") pursuant to which, among other things, Messrs. Trafton and Fink
will oversee and manage the California Federal Litigation (hereinafter defined)
and continue to oversee and manage similar litigation being prosecuted by
Glendale Federal, following the consummation of the Golden State Merger.
Following the Golden State Merger, the combined parent company, Golden State,
will have 135 to 145 million common shares outstanding and will continue to be
a publicly traded company. As part of the Golden State Merger Agreement,
Glendale Federal will be merged with and into the Bank. At December 31, 1997,
Glendale Federal had total assets of approximately $16.0 billion and deposits
of $9.5 billion and operated 181 branches and 26 loan offices in California.
The Golden State Merger is subject to regulatory and stockholder approval and
is expected to close during the third quarter of 1998.
Page 6
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The Company's ongoing strategic plan aims at achieving increased
profitability, revenue diversity and growth while preserving credit quality.
Key elements of the Company's business strategy include:
o Internal growth through expanding the core franchise, margin enhancement
and new business initiatives by, among other things:
-- Continuing to expand and enhance the Company's retail branch network
in California with opportunities to gain customers, deposits and
assets while obtaining economies of scale.
-- Continuing to increase operating efficiency by, among other things,
further expanding its customer base, increasing transaction volumes
and reducing costs through consolidation of administrative and
managerial functions.
-- Continuing to increase noninterest income and to obtain incremental
efficiencies through the Company's mortgage banking operations.
-- Continuing to focus on risk management by seeking to protect the credit
quality of the assets of the Company.
-- Identifying new business initiatives to serve the needs of the Bank's
customers and the communities in which the Bank provides services.
o External growth and revenue diversification through selective acquisitions
and opportunistic divestitures which are consistent with the Company's
business strategy. This growth may include acquisitions of businesses that
management believes offer the potential for higher growth and margin
expansion, such as sub-prime automobile and mortgage loan origination.
The implementation of the preceding strategies is subject to numerous
contingencies beyond management's control. These contingencies include general
and regional economic conditions, competition and changes in regulation and
interest rates. Accordingly, no assurance can be given that any of the
Company's strategies will prove to be effective or that the Company's goals
will be achieved.
Page 7
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The following chart sets forth in simplified form the ownership
structure of Parent Holdings, FN Holdings and the Bank.
===========================================
Ronald O. Perelman
===========================================
| 100%
===========================================
Mafco Holdings Inc.
===========================================
| 100%
===========================================
MacAndrews & Forbes Holdings Inc.
("MacAndrews Holdings")
===========================================
| 100%
===========================================
Trans Network Insurance Services Inc.
("TNIS")
===========================================
| 100%
===========================================
First Gibraltar Guarantor Corp.
===========================================
| 100%
===========================================
First Gibraltar Holdings Inc.
("First Gibraltar Holdings")
===========================================
| 100%
===========================================
FIRST NATIONWIDE (PARENT) HOLDINGS INC.
("PARENT HOLDINGS")
===========================================
| 80%*
=========================== | =========================
Hunter's Glen/Ford Ltd. | Holder of FN Holdings
(Hunter's Glen) | Preferred Stock
=========================== | =========================
| 20%* | 100% of preferred stock
| | |
| =========================================== |
|_____ First Nationwide Holdings Inc. ____|
("FN Holdings")
===========================================
| 100%
================================ |
Holders of the Preferred Stock |
================================ |
100% of preferred stock |
| |
| ===========================================
|___ California Federal Bank,
A Federal Savings Bank ("the Bank")
===========================================
*Hunter's Glen, a limited partnership controlled by Gerald J. Ford,
Chairman of the Board, Chief Executive Officer and a director of the Bank, owns
100% of the class B common stock of FN Holdings, representing 20% of its voting
common stock (representing approximately 15% of the voting power of its common
stock), and Parent Holdings beneficially owns 100% of the class A common stock
of FN Holdings, representing 80% of its voting common stock (representing
approximately 85% of the voting power of its common stock).
Page 8
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LENDING ACTIVITIES
The Company's principal lending activity has been the origination of
adjustable and fixed rate mortgage loans secured by residential real estate. To
a lesser extent, the Company also originates consumer loans consisting
principally of adjustable rate home equity lines of credit. Prior to 1997, the
commercial lending activity of the Company has been limited to restructuring
and refinancing existing portfolio loans, and multi-family loans originated
under its affordable housing program. The Company commenced the origination of
commercial loans on a limited basis during 1997. The Company also participates
in a number of other affordable housing programs and initiatives.
The Company's 1-4 unit residential loans are originated by FNMC.
Throughout this document, references to the Company and its 1-4 unit
residential loan origination or servicing activities relate to functions
performed by FNMC. In April 1995, the Company concluded that the costs of
operating retail offices outweighed the benefits and, accordingly, closed
substantially all of its retail real estate loan production offices.
Residential 1-4 unit loans continue to be originated through the Company's
wholesale origination offices (wherein loans are acquired from independent loan
brokers) and the Company's retail branches. The Company originates adjustable
rate mortgage ("ARM") loans on 1-4 unit residential real estate which, in the
case of ARMs originated prior to September 30, 1995 and after December 31,
1996, have generally been held for investment, and fixed rate 1-4 unit
residential loans, which are generally held for sale to the secondary mortgage
market. From September 30, 1995 through December 31, 1996, substantially all of
the ARMs originated were sold in the secondary market to provide funds for the
acquisition and divestiture activity occurring during the period. On October 2,
1995, the Company acquired the correspondent loan purchase operation of LMUSA
as well as contracts to administer various housing bond and other private
mortgage lending programs.
The Company generates consumer loan applications at its retail branches.
In addition, the Company conducts direct-mail solicitations, principally of its
existing customers, for both secured and, to a much lesser extent, unsecured
revolving loans. All consumer loan processing, servicing and collection
operations were moved from a facility in Oak Brook, Illinois to Sacramento,
California during the second quarter of 1997.
The following table reflects, for the periods indicated, activity related
to loans receivable, excluding loans held for sale:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1997 1996
-------- --------
(in millions)
<S> <C> <C>
Balance at beginning of period $ 10,605 $ 9,174
Originations 1,024 284
Purchases:
1996 Acquisitions -- 3,235
Cal Fed Acquisition 10,060 --
Sales (21) (123)
Foreclosures (178) (109)
Payments, payoffs and other (1,548) (1,856)
-------- --------
Balance at end of period $ 19,942 $ 10,605
======== ========
</TABLE>
Interest Rates, Terms and Fees
The Company offers a variety of ARM products, generally with the
objectives of (i) matching, as closely as possible, the interest rate
sensitivity of its interest-earning assets with the interest rate sensitivity
of its interest-bearing liabilities and (ii) maintaining a relatively stable
net interest margin in varied interest rate environments. In response to
consumer demand, and in order to diversify its loan portfolio and help to
control its future interest rate risk, the Company's loan portfolio includes
several ARM products which vary as to (i) the frequency and amount of periodic
interest rate changes and (ii) the minimum and maximum rates applied to a
particular loan. ARMs have the advantage of reducing the lending institution's
sensitivity to interest rate fluctuations. However, they also present certain
risks not associated with traditional fixed rate mortgages, such as adjustments
in interest rates which could cause payment increases that some borrowers might
be unable to service.
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The Company attempts to mitigate the credit risks associated with mortgage
lending activities by the use of carefully developed underwriting standards.
Substantially all 1-4 unit residential loans originated are underwritten to
conform with standards adopted by Fannie Mae ("FNMA"), Freddie Mac ("FHLMC"),
the Government National Mortgage Association ("GNMA"), or other secondary
market investors. Accordingly, the Company's underwriting standards include
loan-to-value ("LTV") ratios and maximum loan amounts for both fixed rate loans
and ARMs that closely mirror secondary market requirements. Generally, where
these standards differ, specific strong compensating factors are required. With
respect to ARMs, the Company underwrites the borrower's ability to pay at the
maximum second year payment rate, consistent with secondary market
requirements.
In addition to the interest earned on its loans, the Company charges fees
for loan originations, loan prepayments and modifications, late payments,
changes of property ownership and other similar services. The amount of this
fee income varies with the volume of loan originations, prepayments, the
general economic conditions affecting the portfolio and other competitive
factors affecting the mortgage market.
Generally, late charges are assessed when payments are delinquent. On
loans secured by residential real estate, these charges are generally limited
to 4% to 6% of the overdue payment of principal and interest and cannot be
imposed until the payment is more than 15 days late, in accordance with the
contractual terms of the loans and regulatory requirements in effect when the
loans were made.
Composition of Loan Portfolio
The composition of the Company's loan portfolio, excluding loans held for
sale and Covered Assets, is set forth in the following table, at the dates
indicated:
<TABLE>
<CAPTION>
At December 31,
------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(in millions)
<S> <C> <C> <C> <C> <C>
Real estate loans:
1-4 unit residential $ 14,071 $ 6,118 $ 5,423 $ 5,612 $ 19
5+ unit residential 3,035 2,164 1,854 2,178 --
Commercial real estate 2,146 1,978 1,716 2,015 10
Land 5 11 9 15 --
Construction 1 6 -- 8 --
-------- -------- -------- -------- --------
Total real estate loans 19,258 10,277 9,002 9,828 29
-------- -------- -------- -------- --------
Equity-line and consumer loans 676 298 170 492 5
Commercial loans 8 30 2 1 --
-------- -------- -------- -------- --------
Total loans receivable 19,942 10,605 9,174 10,321 34
-------- -------- -------- -------- --------
Less:
Unearned discounts and loan fees (46) (5) (19) -- 3
Allowance for loan losses 439 247 210 203 2
Purchase accounting
adjustments, net 125 150 153 151 --
-------- -------- -------- -------- --------
Loans receivable, net $ 19,424 $ 10,213 $ 8,830 $ 9,967 $ 29
======== ======== ======== ======== ========
</TABLE>
Page 10
<PAGE>
The following table presents the Company's real estate loan portfolio
(excluding loans held for sale), by collateral type, interest rate type and
state concentration at December 31, 1997:
<TABLE>
<CAPTION>
1-4 unit 5+ unit Commercial
Residential Residential and Other Total Real
---------------- ---------------- ---------------- Estate % of
State Variable Fixed Variable Fixed Variable Fixed Loans Total
----- -------- ----- -------- ----- -------- ----- ----- -----
(dollars in millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
California $10,299 $ 869 $ 2,241 $ 147 $ 1,750 $ 89 $15,395 79.94%
New York 332 73 176 20 28 22 651 3.38
Florida 405 79 61 10 21 8 584 3.04
Nevada 182 15 86 4 19 2 308 1.60
Illinois 112 56 25 3 32 5 233 1.21
Texas 129 59 -- 2 1 4 195 1.01
Other states (1) 1,158 303 218 42 157 14 1,892 9.82
------- ------- ------- ------- ------- ------- ------- ------
Total $12,617 $ 1,454 $ 2,807 $ 228 $ 2,008 $ 144 $19,258 100.00%
======= ======= ======= ======= ======= ======= ======= ======
</TABLE>
--------------
(1) Real estate loans involving property located in 44 states, Puerto Rico
and the District of Columbia; not more than 1.0% of the total amount
of such loans are located in any one state.
The following table summarizes the Company's loan portfolio, excluding
loans held for sale, at December 31, 1997, based upon various contractually
scheduled principal payments allocated to the indicated maturity categories.
This table does not reflect expected prepayments.
<TABLE>
<CAPTION>
Due Over One
Within But Within Over
One Year Five Years Five Years Total
-------- ---------- ---------- -----
(in millions)
<S> <C> <C> <C> <C>
Real estate loans:
1-4 unit residential
Fixed rate $ 2 $ 1,320 $ 132 $ 1,454
Variable rate -- 12,032 585 12,617
5+ unit residential
Fixed rate 12 42 174 228
Variable rate 178 580 2,049 2,807
Commercial real estate and other
Fixed rate 9 64 71 144
Variable rate 227 841 940 2,008
------- ------- ------- -------
Total 428 14,879 3,951 19,258
------- ------- ------- -------
Commercial and consumer loans:
Fixed rate 27 248 33 308
Variable rate 35 66 275 376
------- ------- ------- -------
Total 62 314 308 684
------- ------- ------- -------
Total loans receivable $ 490 $15,193 $ 4,259 $19,942
======= ======= ======= =======
</TABLE>
Page 11
<PAGE>
1-4 Unit Residential Lending
The Company currently offers three primary 1-4 unit residential ARM
programs, and a variety of 1-4 unit fixed rate programs with maturities ranging
from 15 to 30 years. Adjustable rate programs include loans which: (i) provide
for monthly interest rate adjustments, after the third or sixth month from
inception of the loan, based on the Federal Home Loan Bank ("FHLB") 11th
District Cost of Funds, (ii) provide for annual rate adjustments based upon the
weekly average yield on U.S. Treasury Securities adjusted to a constant
maturity of one year, or (iii) provide for semi-annual rate adjustments based
on the weekly average of the secondary market rates on six-month negotiable
certificates of deposit. Some ARMs offer an option to convert to a fixed rate
after the first year through the fifth year of the loan term. A variety of
features are incorporated into ARM loans to protect borrowers from unlimited
adjustments in interest rates and payments. All ARMs have lifetime caps which
limit the amount of rate increases over the life of the loan. ARMs whose rates
adjust annually have rate caps which limit the amount that rates can change to
two percentage points per year. Loans which adjust monthly based upon the FHLB
11th District Cost of Funds limit payment changes to no more than 7.5% of the
payment amount per year. This may lead to monthly payments which are less than
the amount necessary to amortize the loan to maturity at the interest rate in
effect for any particular month. In the event that the monthly payment is not
sufficient to pay interest accruing on the loan during the month, this
deficiency is added to the loan's principal balance (i.e., negative
amortization). The total outstanding principal balance for a particular loan is
generally not allowed to exceed 125% of the original loan amount as a result of
negative amortization. If the loan reaches its maximum amount, the loan payment
is recalculated to the payment sufficient to repay the unpaid principal balance
in full at the maturity date. As of December 31, 1997, the Company's
capitalized interest relative to such 1-4 unit residential loans was
approximately $20.3 million. This amount represents approximately .42% of the
approximately $4.8 billion of 1-4 unit residential ARMs that have the potential
to experience negative amortization. The Company also originates 15 and 30 year
fully amortizing 1-4 unit fixed rate residential loans under a variety of fixed
rate programs, primarily for resale in the secondary mortgage market. When 1-4
unit residential loans are sold, FNMC normally retains the servicing of the
loan. See "--Mortgage Banking Operations" for a further discussion of these
activities.
Multi-family, Commercial and Other Real Estate Lending
While the Company has always originated multi-family, commercial and other
real estate loans as they relate to affordable housing programs, it began to
originate other commercial real estate loans during 1997 on a limited basis.
The Company's loan portfolio includes loans principally acquired through
acquisitions which are secured by multi-family residential, commercial,
industrial and unimproved real estate. The Company's variable rate multi-family
and commercial real estate loans have a maximum amortized loan term of 30 years
with some loans having balloon payments due in one to 15 years. ARMs primarily
adjust with the FHLB 11th District Cost of Funds or the six-month Treasury Bill
indices with a monthly or semi-annual rate adjustment. The terms and
characteristics of the ARMs originated for multi-family and commercial real
estate lending purposes are similar to those for residential lending. As such,
many of the same risks and protections related to residential borrowers are
present in the multi-family and commercial real estate portfolios, including
the potential for negative amortization. Negative amortization for multi-family
and commercial real estate loans is allowed to increase the outstanding
principal balance to 110% of the original loan amount. If the loan reaches 110%
of the original loan amount, all future interest rate increases will increase
the monthly payment to amortize the loan over the remaining life of the loan.
At December 31, 1997, the Company's capitalized interest relative to such loans
was approximately $1.5 million, which represents approximately .06% of the $2.7
billion of multi-family and commercial real estate loans that have the
potential to experience negative amortization.
Real estate loans secured by multi-family and commercial property
represent a significant portion of the Company's portfolio. Management
periodically reviews the multi-family and commercial real estate loan
portfolio. At December 31, 1997 and 1996, the multi-family and commercial real
estate loan portfolio totalled $5.2 billion and $4.1 billion, respectively.
Included in the multi-family and commercial real estate loan portfolio at
December 31, 1997 are $28.9 million of loans with credit enhancement wherein
the lead participant subordinated its minority interest in a pool of loans to
the Company's interest in the corresponding pool of loans. No loans are subject
to be repurchased by the seller in the event such loans become 90 days
delinquent.
Page 12
<PAGE>
The Company's potential for loss on the multi-family and commercial loan
portfolio acquired from Old FNB and, to a lesser extent, the 1-4 unit
residential loan portfolio acquired from Old FNB, was mitigated by the terms of
the Non-Performing Asset Sale Agreement (the "Put Agreement") entered into by
the Bank with Granite Management and Disposition, Inc. ("Granite"), an
affiliate of Old FNB, in connection with the FN Acquisition. The Put Agreement
expired on November 30, 1996, at which time it had been fully utilized by the
Bank. The aggregate purchase price of assets which were put to Granite,
representing the outstanding principal balance, accrued interest and certain
other expenses, was $500 million, including assets put to Granite by Old FNB
from January 1 through October 1, 1994.
A portion of the Company's mortgage servicing rights ("MSRs"), which are
rights to service mortgages held by others, were acquired from Old FNB and Old
California Federal which had sold multi-family and commercial real estate loans
subject to certain recourse provisions. These recourse liabilities were assumed
by the Company in the FN and Cal Fed Acquisitions and at December 31, 1997, the
balance of such loans sold with recourse totalled $653 million.
Consumer Lending
The Company's consumer loan originations are primarily concentrated in
home equity lending. The portfolio correlates closely to retail deposit branch
distribution. At December 31, 1997, the home equity portfolio totalled $355
million, or 52.5%, of the total consumer loan portfolio of $676 million. At
December 31, 1996, the home equity portfolio totalled $243 million, or 81.5%,
of the total consumer loan portfolio of $298 million.
The Company offers an adjustable, prime interest rate-based home equity
line of credit on owner-occupied residential properties. In determining the
amount of credit to be extended, all loans secured by the collateral properties
are aggregated and compared to the appraised value of the properties. The
Company's policy is to extend credit up to a maximum combined LTV ratio of 80%.
Other consumer loan products include: fixed rate home equity installment
loans; adjustable prime rate-based home equity loans which, while secured, are
based on repayment ability and credit history; auto and boat loans; unsecured
lines of credit; overdraft protection; and loans secured by certificates of
deposit.
The Company has recently commenced sub-prime auto lending in connection
with the Auto One Acquisition. At December 31, 1997, the Company's sub-prime
auto loan portfolio totalled $190 million, which loans were purchased in bulk
from a third party or from independent automobile dealers after the
consummation of the Auto One Acquisition. Underwriting on loans purchased from
dealers is performed by Auto One personnel prior to the purchase.
Loans Held for Sale
Activity related to loans held for sale for the years ended December 31,
1997 and 1996 is summarized as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
(in millions)
<S> <C> <C>
Balance at beginning of period $ 825 $ 1,203
Purchases and originations 7,871 4,985
Sales (5,511) (5,157)
Other (1,702) (206)
------- -------
Balance at end of period $ 1,483 $ 825
======= =======
</TABLE>
Loans held for sale are carried at the lower of aggregate amortized cost
or market value.
Origination of 1-4 Unit Residential Loans
The Company originates 1-4 unit residential loans principally through the
efforts of wholesale origination offices through which loans are purchased from
independent loan brokers and, to a lesser degree, staff loan agents. To promote
continuity of customer service, help meet credit needs and to increase
opportunities to sell customer deposit and other financial services offered by
the Company and its subsidiaries, loan inquiries from retail branch customers
and "walk-in" applicants are encouraged. These inquiries are initially
processed by retail branch office personnel, with support provided by regional
lending offices. The 1-4 unit residential loan agents are compensated
principally on a commission
Page 13
<PAGE>
basis. Closed 1-4 unit residential loans are also acquired by FNMC through a
correspondent lending operation acquired from LMUSA in October 1995.
The majority of 1-4 unit residential loans originated by the Company have
LTV ratios of 80% or less at the time of origination. The Company has
originated such loans with LTV ratios of up to 95%, with the portion of the
loan exceeding 80% guaranteed by private mortgage insurance, the premiums of
which are paid monthly by the borrower. Certain exceptions to this guideline
have been made for low and moderate income borrowers. However, the amount of
1-4 unit residential loans subject to such exceptions is not significant in
terms of the Company's total loan originations. The value of the property
offered as security for a 1-4 unit residential loan is determined by a
professionally qualified appraiser approved by the Company, who may or may not
be an employee of the Bank. As further security for its loan, the Company
requires title insurance and fire and casualty insurance on all loans secured
by liens on real property. The Company also requires flood insurance on any
loan secured by real property if the property lies within a U.S. Housing and
Urban Development Department ("HUD") designated flood hazard area.
The following table summarizes 1-4 unit residential loan originations for
the years ended December 31, 1997 and 1996 (in millions):
<TABLE>
<CAPTION>
1997 1996
-------------------------------- ------------------------------
Production Channel ARM Fixed Total ARM Fixed Total
- ------------------ --- ----- ----- --- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Retail and portfolio retention $ 74.4 $ 580.3 $ 654.7 $ 7.3 $ 265.3 $ 272.6
Wholesale 635.3 3,438.8 4,074.1 699.2 1,451.0 2,150.2
Correspondent lending 1,420.0 1,321.0 2,741.0 -- 1,692.2 1,692.2
Other -- 1,040.3 1,040.3 -- 892.9 892.9
-------- -------- -------- ------ -------- --------
$2,129.7 $6,380.4 $8,510.1 $706.5 $4,301.4 $5,007.9
======== ======== ======== ====== ======== ========
</TABLE>
Mortgage Banking Operations
Mortgage banking activities allow the generation of fee income without the
associated capital retention requirements attributable to traditional real
estate lending activities. Generally, the Company originates fixed rate 1-4
unit residential loans for sale in the secondary mortgage market. ARMs
originated prior to September 30, 1995 and after December 31, 1996 have
generally been held by the Company for investment. From September 30, 1995
through December 31, 1996, however, substantially all of the fixed and variable
rate 1-4 unit residential loans originated were sold in the secondary market to
provide funds for the acquisition and divestiture activity occurring during the
period. The Company employs forward sale hedging techniques to minimize the
interest rate and pricing risks associated with the origination and sale of
fixed rate 1-4 unit residential loans.
At the time of origination, management identifies 1-4 unit residential
loans that are expected to be sold in the foreseeable future. At December 31,
1997, management had identified $1.5 billion of 1-4 unit residential loans as
held for sale. These loans have been classified as assets held for sale in the
consolidated balance sheet at December 31, 1997 and are recorded at the lower
of aggregate amortized cost or market value. At December 31, 1997, the Company
had forward commitments to sell loans totalling $1.4 billion. In addition, the
Company had entered into commitments to originate and purchase fixed and
variable rate loans (mortgage loan pipeline) of $1.7 billion.
The servicing portfolio of FNMC (including loans subserviced for others
and excluding loans serviced for the Bank) approximates $46.6 billion and
695,237 loans as of December 31, 1997. The servicing portfolio of FNMC,
including loans serviced for the Bank, approximates $61.8 billion and 811,036
loans as of December 31, 1997. Substantially all of FNMC's loans are serviced
in a 230,000 square-foot facility in Frederick, Maryland.
Since the FN Acquisition, the Company has sold fixed rate and adjustable
rate loans secured by 1-4 unit residential real estate to FNMA, FHLMC, and
private investors. Mortgage loan sales totalled $5.5 billion and $4.9 billion
in 1997 and 1996, respectively.
Old FNB and Old California Federal occasionally sold 1-4 unit residential
loans under recourse provisions; such liabilities were assumed by the Company
in the FN and Cal Fed Acquisitions. As of December 31, 1997, the balance of 1-4
unit residential loans sold with certain recourse provisions was $355.8
million.
Page 14
<PAGE>
The Company, through FNMC, has generally retained the right to service the
loans it has sold. FNMC collects from the borrower payments of principal and
interest and, after retaining a servicing fee, remits the balance to the
investors.
In accounting for its mortgage loan sales prior to April 1, 1995, a gain
or loss was recognized based on the sum of three components: (i) the difference
between the cash proceeds of the loan sales and the Company's book value of the
loans; plus (ii) the "excess servicing," if any; less (iii) provisions for
estimated losses to be incurred from limited recourse obligations, if any.
Excess servicing resulted in a capitalized asset that reflects the discounted
present value of any difference between the interest rate received from the
borrower and the interest rate passed through to the purchaser of the loan,
less a "normal servicing fee" (dependent upon loan type), which is retained as
compensation for future servicing costs. The amount of excess servicing
recognized in any particular loan sale depended significantly upon three
factors for which estimates or assumptions were employed: (i) the estimated
life of the loans, (ii) the discount rate used in calculating discounted
present value and (iii) the "normal servicing fee."
Effective April 1, 1995, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 122, "Accounting for Mortgage Servicing
Rights" ("SFAS No. 122") which requires that, when a mortgage loan is sold and
MSRs are retained, a portion of the cost of originating a mortgage loan be
allocated to the MSR based on its fair market value. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Mortgage Banking Operations" for a description of SFAS No. 122.
The servicing asset is amortized in proportion to, and over the period of,
estimated net servicing income. The Company monitors the prepayments on the
loans serviced for investors and reduces the balance of the asset if the actual
prepayments are in excess of the estimated prepayment trends used to record the
original asset. The Company's assumptions relative to the prepayment speed,
discount and servicing fee rates are revised periodically to reflect current
market conditions and regulatory requirements.
At December 31, 1997, FNMC owned rights to service approximately $42.4
billion of whole loans, participation interests and mortgage-backed securities
for others. These loans had an average balance of $64,700, a weighted average
coupon rate of 8.10%, a weighted average maturity of 272 months and a service
fee spread of .43%. The greater than 30 day delinquency rate on these loans at
December 31, 1997 was 2.94%. The Company subserviced for others approximately
$4.2 billion of whole loans, participation interests and mortgage-backed
securities. These loans had an average balance of $90,616, a weighted average
coupon rate of 8.09% and a weighted average remaining maturity of 270 months.
The servicing fee collected on these loans is passed through to the primary
servicer with the Company retaining a flat subservice fee that is netted out of
the monthly remittance. The greater than 30 day delinquency rate on these loans
is 5.22%. For the year ended December 31, 1997, gross revenue for servicing
activities (residential loan servicing and ancillary fees) totalled $235.7
million.
A decline in long-term interest rates generally results in an acceleration
of mortgage loan prepayments. Higher than anticipated levels of prepayments
generally cause the accelerated amortization of MSRs and generally will result
in a reduction of the market value of MSRs and in the Company's servicing fee
income. To reduce the sensitivity of its earnings to interest rate and market
value fluctuations, the Company hedged the change in value of its MSRs based on
changes in interest rates.
At December 31, 1997, the Company, through FNMC, was a party to several
interest rate floor contracts maturing from October 2001 through June 2002. The
Company paid counterparties a premium in exchange for cash payments in the
event that the 10-year Constant Maturity Treasury rate falls below the
negotiated strike prices. At December 31, 1997, the notional amount of the
interest rate floors was $970 million and the negotiated strike prices were
between 5.0% and 6.5%. In addition, the Company, through FNMC, entered into
principal-only swap agreements with a notional amount of $99 million. The
estimated market values of the interest rate floor contracts and swaps
designated as hedges against MSRs at December 31, 1997 were $18.0 million and
$13.5 million, respectively.
On October 2, 1995, in the LMUSA 1995 Purchase, FNMC purchased the stock
of Lomas Mortgage Services Inc. (now known as FNMC Mortgage Services, Inc.),
which was a 33% owner of Lomas Mortgage Partnership L.P. (now known as First
Nationwide Mortgage Partnership LP ("FNMP")) and its managing general partner.
FNMP owned the MSRs to approximately $2.3 billion of loans serviced for FNMA,
GNMA, FHLMC and private investors. FNMP's investment in such MSRs and its other
assets were partially funded by independent bank lines of credit totalling
Page 15
<PAGE>
approximately $24.8 million and its servicing duties were performed by FNMC
under a subservicing contract. As of January 1, 1998, FNMC purchased the other
67% of FNMP.
NON-PERFORMING ASSETS
Non-performing assets consist of non-performing loans, foreclosed real
estate and repossessed assets. The Company's exposure to losses relative to
certain assets acquired in the FN Acquisition that became non-performing or
otherwise problematic prior to November 30, 1996 was mitigated to the extent
the Bank was able to put such loans to Granite under the Put Agreement. See "--
Other Activities -- the Put Agreement."
Classification of Assets
Savings associations are required to classify their assets on a regular
basis, establish prudent allowances for loan losses and make quarterly reports
of troubled asset classification to the OTS. Assets must be classified as
"pass," "special mention," "substandard," "doubtful" or "loss." An asset is
generally designated as "special mention" if potential weaknesses are
identified that, if left uncorrected, would result in deterioration of the
repayment prospects for the asset. An asset, or a portion thereof, is generally
classified as "substandard" if it possesses a well-defined weakness which could
jeopardize the timely liquidation of the asset or realization of the collateral
at the asset's book value. Thus, these assets are characterized by the
possibility that the association will sustain some loss if the deficiencies are
not corrected. An asset, or portion thereof, is classified as "doubtful" if
identified weaknesses make collectibility or liquidation in full highly
questionable and improbable. An asset, or a portion thereof, that is considered
to be uncollectible is classified "loss." It should be noted that the Bank does
not maintain assets in a loss classification category; rather, the carrying
value of all troubled assets is reduced by any amount considered to be
uncollectible. The OTS has the authority to approve, disapprove or modify any
asset classification or any amount established as an allowance pursuant to such
classification. Savings associations must maintain adequate general valuation
allowances in accordance with generally accepted accounting principles and
federal regulations for assets classified as "substandard" or "doubtful" and
either immediately write off assets classified as "loss" or establish specific
valuation allowances equal to the amounts classified as "loss."
The Bank has a comprehensive process for classifying assets, and asset
reviews are performed on a periodic basis. Such reviews are prioritized
according to an asset's risk characteristics, such as loan size, collateral
type and/or location, and potential loan performance problems. The objective of
the review process is to identify significant trends and determine the levels
of loss exposure to the Company that would require increases to specific and
general valuation allowances.
Loan Portfolio Risk Elements
When a borrower fails to make a contractually required payment on a loan,
the loan is characterized as delinquent. In most cases delinquencies are cured
promptly; however, foreclosure proceedings, and in some cases workout
proceedings, are generally commenced if the delinquency is not cured. The
procedures for foreclosure actions vary from state to state, but generally if
the loan is not reinstated within certain periods specified by statute, the
property securing the loan can be acquired through foreclosure by the lender.
While deficiency judgments against the borrower are available in some of the
states in which the Company originates loans, the value of the underlying
collateral property is usually the principal source of recovery available to
satisfy the loan balance.
In general, loans are placed on nonaccrual status after being
contractually delinquent for more than 90 days. When a loan is placed on
nonaccrual status, all interest previously accrued but not received is reversed
and the loan is considered non-performing. The Company may modify or
restructure a loan as a result of a borrower's inability to service the
obligation under the original terms of the loan agreement.
Page 16
<PAGE>
The following table indicates the carrying value of the Company's loans,
excluding Covered Assets, which have been placed on nonaccrual status, as well
as the carrying value of foreclosed real estate and repossessed assets, at the
dates indicated:
<TABLE>
<CAPTION>
December 31
---------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(dollars in millions)
<S> <C> <C> <C> <C> <C>
Non-performing loans:
Real estate:
1-4 unit residential $165 $146 $136 $133 $ 2
5+ unit residential 12 13 23 24 9
Commercial and other 6 9 9 11 --
Land -- -- -- 7 --
Construction 2 1 -- 2 --
---- ---- ---- ---- ---
Total real estate 185 169 168 177 11
Equity-line and consumer 7 3 3 4 --
---- ---- ---- ---- ---
Total non-performing loans 192 172 171 181 11
Foreclosed real estate, net 77 52 49 37 --
Repossessed assets 3 -- -- -- --
---- ---- ---- ---- ---
Total non-performing assets $272(a) $224(b) $220 $218 $11
==== ==== ==== ==== ===
Non-performing loans as a percentage
of the Bank's loans receivable 0.99% 1.69% 1.94% 1.81% 37.61%(c)
==== ==== ==== ==== =====
Non-performing assets as a percentage
of the Bank's total assets 0.87% 1.36% 1.50% 1.49% 0.98%
==== ==== ==== ==== ====
</TABLE>
--------------
(a) Includes $70.2 million of assets acquired in the Cal Fed Acquisition.
(b) Includes $74.5 million of non-performing assets acquired in the 1996
Acquisitions and in the LMUSA 1996 Purchase.
(c) The significant percentage of non-performing loans to loans receivable
at December 31, 1993 reflects the small balance of loans receivable of
$29 million at December 31, 1993.
Interest income of $6.8 million was received and recognized by the Company
for nonaccrual loans during the year ended December 31, 1997, instead of $15.9
million which would have been recognized had the loans performed in accordance
with their original terms. Parent Holdings has had no loans contractually past
due 90 days or more on accrual status in the past five years.
The following table indicates loans classified by the Company as troubled
debt restructurings, net of purchase accounting adjustments, and excluding
Covered Assets, at the dates indicated:
<TABLE>
<CAPTION>
At December 31,
--------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(in millions)
<S> <C> <C> <C> <C> <C>
Real estate:
1-4 unit residential $ 2 $ 3 $ 8 $ 19 $ --
5+ unit residential 7 55 147 204 --
Commercial and other 26 29 79 110 --
---- ---- ---- ---- ----
Total restructured loans $ 35 $ 87 $234 $333 $ --
==== ==== ==== ==== ====
</TABLE>
For the year ended December 31, 1997, interest income of $3.5 million was
recognized on restructured loans instead of the $3.6 million which would have
been recognized had the loans been performing in accordance with their original
terms. There were no non-real estate restructured loans in any of the past five
years.
Page 17
<PAGE>
Allowance for Loan Losses
The Company charges current earnings with a provision for estimated credit
losses on loans receivable to bring the total allowance to a level deemed
appropriate by management. The provision considers both specifically identified
problem loans and credit risks not specifically identified in the loan
portfolio. The allowance for loan losses is based on such factors as the
financial condition of the borrowers, the fair value of the loan collateral,
recourse to guarantors, analysis of delinquency trends, geographic and
collateral-type concentrations, past loss experience, regulatory policies, and
other factors related to the collectibility of the Company's loan portfolio.
The following table summarizes activity in the Company's allowance for
loan losses during the periods indicated:
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(in millions)
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $247 $210 $203 $ 2 $ 15
Purchases - SFFed Acquisition -- 40 -- -- --
Purchases - Home Federal Acquisition -- 5 -- -- --
Purchases - FN Acquisition -- -- -- 202 --
Purchases - Cal Fed Acquisition 144 -- -- -- --
Allowance on purchased indirect auto loans 20 -- -- -- --
Provision for loan losses 80 40 37 6 1
Charge-offs:
1-4 unit residential (38) (35) (28) (4) --
5+ unit residential and commercial real estate (8) (4)(a) --(a) (4)(a) --
Consumer and other (10) (6) (5) (1) (1)
Non-real estate commercial -- -- -- -- (1)
---- ---- ---- ---- -----
Total charge offs (56) (45) (33) (9) (2)
Recoveries 4 3 3 2 1
---- ---- ---- ---- -----
Net charge-offs (52) (42) (30) (7) (1)
Allowance for losses assigned to loans sold -- (6) -- -- (13)
---- ---- ---- ---- -----
Balance at end of period $439 $247 $210 $203 $ 2
==== ==== ==== ==== =====
</TABLE>
- --------------
(a) Lack of activity reflects the utilization of the Put Agreement, which
expired in November 1996.
Although the general loan loss allowance has been allocated by type of
loan for internal valuation purposes, all such allowance, with the exception of
the $20 million applicable to Auto One loans (which are accounted for on a
static pool method), is available to support any losses which may occur,
regardless of type, in the Company's loan portfolio.
Page 18
<PAGE>
The following table sets forth the allocation of the Company's allowance
for loan losses at the dates indicated:
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(in millions)
<S> <C> <C> <C> <C> <C>
Specific allowance:
Real estate loans:
1-4 unit residential $ -- $ -- $ 1 $ 4 $ --
5+ unit residential and
commercial real estate 8 6 -- -- --
---- ---- ---- ---- ----
Total specific allowance 8 6 1 4 --
---- ---- ---- ---- ----
General allowance:
Real estate loans:
1-4 unit residential 202 123 115 105 2
5+ unit residential and
commercial real estate 190 109 85 85 --
---- ---- ---- ---- ----
Total real estate loans 392 232 200 190 2
Equity-line and consumer loans 39 9 9 9 --
---- ---- ---- ---- ----
Total general allowance 431 241 209 199 2
---- ---- ---- ---- ----
Total allowance for
loan losses $439 $247 $210 $203 $ 2
==== ==== ==== ==== ====
</TABLE>
The table below provides the Company's ratios of net charge-offs on loans
during the period indicated to average outstanding loan balances for the years
indicated:
<TABLE>
<CAPTION>
Year ended December 31,
------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Real estate:
1-4 unit residential 0.25% 0.55% 0.47% 0.06% 1.26%
5+ unit residential and
commercial real estate 0.15 0.09 -- 0.10 0.19
Consumer and other 1.72 1.86 1.00 0.23 0.24
Non-real estate commercial -- -- -- -- 1.29
</TABLE>
Impaired Loans
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Problem and Potential Problem Assets" for a discussion
of the Company's impaired loans as of December 31, 1997 and 1996.
INVESTMENT ACTIVITIES
The Bank is required by OTS regulations to maintain a specified minimum
amount of liquid assets which may be invested in specified securities. The Bank
is also permitted to invest in certain other types of securities. Securities
balances (including cash equivalent securities) exceeding minimum federal
requirements are subject to change over time based on the Bank's
asset/liability funding needs and interest rate risk management objectives. The
Bank's liquidity levels take into consideration anticipated future cash flows
and all available sources of credit. Liquidity is maintained at levels
management believes are appropriate to assure future flexibility in meeting
anticipated funding needs including deposit withdrawal requests, loan funding
commitments, and other investment or restructuring requirements. See
"--Regulation of the Bank--Liquid Assets."
Cash Equivalents
The Company sells federal funds, purchases securities under agreements to
resell, and invests in interest-bearing deposits in other banks from time to
time to help meet the Bank's regulatory liquidity requirements and as temporary
holdings until the funds can be otherwise deployed or invested.
Page 19
<PAGE>
Securities Available for Sale
Parent Holdings adopted SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" ("SFAS No. 115") effective January 1, 1994. On
November 15, 1995, the Financial Accounting Standards Board ("FASB") issued "A
Guide to Implementation of Statement 115 on Accounting for Certain Investments
in Debt and Equity Securities" (the "Special Report"). The Special Report
provided all entities an opportunity to reassess their ability and intent to
hold securities to maturity and allowed a one-time reclassification of
securities from held-to-maturity to available-for-sale without "tainting" the
remaining held-to-maturity securities. On December 29, 1995, the Company
reclassified $231.8 million in carrying value of U.S. government and agency
securities from held-to-maturity to securities available for sale, and recorded
an increase of $1.9 million and $.5 million in stockholder's equity and
minority interest-Hunter's Glen, respectively, for the net unrealized gain on
such securities.
The following summarizes the amortized cost and estimated fair value of
the Company's securities available for sale at the dates indicated (in
thousands):
<TABLE>
<CAPTION>
December 31, 1997
------------------------------------------------------------
Net
Amortized Unrealized Unrealized Unrealized Carrying
Cost Gains Losses Gain Value
---- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C>
Marketable equity securities $ -- $ -- $ -- $ -- $ --
U.S. government and agency obligations 812,716 957 (588) 369 813,085
-------- ---- ------ ---- --------
Total $812,716 $957 $ (588) 369 $813,085
======== ==== ====== ========
Minority interest - Hunter's Glen (65)
Estimated tax effect (47)
----
Net unrealized holding gain
in stockholder's equity $257
====
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
------------------------------------------------------------
Net
Amortized Unrealized Unrealized Unrealized Carrying
Cost Gains Losses Gain Value
---- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C>
Marketable equity securities $ 27,034 $34,954 $ -- $34,954 $ 61,988
U.S. government and agency obligations 480,317 936 (1,222) (286) 480,031
-------- ------- ------- ------- --------
Total $507,351 $35,890 $(1,222) 34,668 $542,019
======== ======= ======= ========
Minority interest - Hunter's Glen (6,240)
Estimated tax effect (3,466)
-------
Net unrealized holding gain
in stockholder's equity $24,962
=======
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
------------------------------------------------------------
Net
Amortized Unrealized Unrealized Unrealized Carrying
Cost Gains Losses Gain Value
---- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C>
Marketable equity securities $ 34,000 $80,068 $ -- $80,068 $114,068
U.S. government and agency obligations 231,794 2,768 (69) 2,699 234,493
-------- ------- ---- ------- --------
Total $265,794 $82,836 $(69) 82,767 $348,561
======== ======= ==== ========
FDIC portion of unrealized gain on
marketable equity securities (34,534)
Minority interest - Hunter's Glen (8,682)
Estimated tax effect (4,822)
-------
Net unrealized holding gain
in stockholder's equity $34,729
=======
</TABLE>
Page 20
<PAGE>
Marketable equity securities available for sale at December 31, 1996
represented approximately 5.93% of the outstanding stock of Affiliated Computer
Services ("ACS"), with a cost basis of $27 million. The ACS stock represents
the only marketable equity security classified as available for sale at
December 31, 1996 and 1995. Pursuant to the terms of a settlement agreement
dated June 17, 1991, between the Bank, ACS, and the FDIC, the FDIC was entitled
to share in a defined portion of the proceeds from the sale of the stock,
which, at December 31, 1995, approximated $34.5 million and which was recorded
in other liabilities. On June 28, 1996, the Bank sold 2,000,000 shares of its
investment in common stock of ACS for gross proceeds totalling $92.3 million
from which it satisfied its full obligation to the FDIC and recognized a
pre-tax gain of $40.4 million. The Bank's remaining shares of ACS stock were
sold in October 1997, resulting in a pre-tax gain of approximately $25.0
million.
Securities Held to Maturity
The following summarizes the amortized cost and estimated fair value of
the Company's securities held to maturity at the dates indicated:
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------------------
1997 1996 1995
-------------------- -------------------- --------------------
Estimated Estimated Estimated
Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value
---- ----- ---- ----- ---- -----
(in millions)
<S> <C> <C> <C> <C> <C> <C>
U. S. government and agency
obligations $-- $-- $ 4 $ 4 $-- $--
Municipal and other securities -- -- -- -- 1 1
Commercial paper 58 58 -- -- -- --
--- --- --- --- --- ---
Total $58 $58 $ 4 $ 4 $ 1 $ 1
=== === === === === ===
</TABLE>
The weighted average stated interest rate on the Company's securities held
to maturity was 5.32%, 6.85% and 8.25% at December 31, 1997, 1996 and 1995,
respectively.
Mortgage-Backed Securities Available for Sale
The following summarizes the amortized cost and estimated fair value of
the Company's mortgage-backed securities ("MBS") available for sale at the
dates indicated (in thousands):
<TABLE>
<CAPTION>
December 31, 1997
---------------------------------------------------------------------
Gross Gross Net
Amortized Unrealized Unrealized Unrealized Carrying
Cost Gains Losses Gain Value
---- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C>
Mortgage-backed securities:
GNMA $ 249,023 $ 2,710 $ -- $ 2,710 $ 251,733
FNMA 2,408,173 17,519 (5,923) 11,596 2,419,769
FHLMC 1,197,867 20,097 (548) 19,549 1,217,416
Other MBS 574,625 5,371 (111) 5,260 579,885
Collateralized mortgage obligations 606,965 2,698 (1,868) 830 607,795
-----------
Total $ 5,036,653 $ 48,395 $ (8,450) 39,945 $ 5,076,598
=========== =========== =========== ===========
Minority interest - Hunter's Glen (6,968)
Estimated tax effect (5,105)
-----------
Net unrealized holding gain
in stockholder's equity $ 27,872
===========
</TABLE>
Page 21
<PAGE>
<TABLE>
<CAPTION>
December 31, 1996
---------------------------------------------------------------------
Net
Amortized Unrealized Unrealized Unrealized Carrying
Cost Gains Losses Gain Value
---- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C>
Mortgage-backed securities:
GNMA $ 67,130 $ 652 $ (95) $ 557 $ 67,687
FNMA 523,894 5,113 (5,042) 71 523,965
FHLMC 626,267 17,115 (310) 16,805 643,072
Collateralized mortgage obligations 364,675 497 (1,244) (747) 363,928
----------- ----------- ----------- ----------- -----------
Total $ 1,581,966 $ 23,377 $ (6,691) 16,686 $ 1,598,652
=========== =========== =========== ===========
Minority interest - Hunter's Glen (3,004)
Estimated tax effect (1,669)
-----------
Net unrealized holding gain
in stockholder's equity $ 12,013
===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
---------------------------------------------------------------------
Gross Gross Net
Amortized Unrealized Unrealized Unrealized Carrying
Cost Gains Losses Gain Value
---- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C>
Mortgage-backed securities:
GNMA $ 14,018 $ 906 $ -- $ 906 $ 14,924
FNMA 294,070 5,643 -- 5,643 299,713
FHLMC 801,393 19,671 (1) 19,670 821,063
Collateralized mortgage obligations 345,699 793 (4,678) (3,885) 341,814
----------- ----------- ----------- ----------- -----------
Total $ 1,455,180 $ 27,013 $ (4,679) 22,334 $ 1,477,514
=========== =========== =========== ===========
Minority interest - Hunter's Glen (4,020)
Estimated tax effect (2,233)
-----------
Net unrealized holding gain
in stockholder's equity $ 16,081
===========
</TABLE>
On December 29, 1995, the Company reclassified $1.5 billion in carrying
value of mortgage-backed securities from held-to-maturity to mortgage-backed
securities available for sale. This reclassification resulted in a net
after-tax increase in the unrealized gain account in stockholder's equity and
minority interest-Hunter's Glen of $16.1 million and $4.0 million,
respectively.
At December 31, 1997, 1996 and 1995, mortgage-backed securities available
for sale included securities totalling $1.4 billion, $53.0 million and $63.4
million, respectively, which resulted from the securitization of certain
qualifying mortgage loans from the Bank's, Old California Federal's and San
Francisco Federal's loan portfolios.
Mortgage-backed securities available for sale included $4.6 billion, $1.1
billion and $979.0 million of variable-rate securities as of December 31, 1997,
1996 and 1995, respectively.
Parent Holdings maintains a significant portfolio of mortgage-backed
securities as a means of investing in housing-related mortgage instruments
without the costs associated with originating mortgage loans for portfolio
retention and the credit risk of default which arises in holding a portfolio of
loans to maturity. By investing in mortgage-backed securities, management seeks
to achieve a positive spread over the cost of funds used to purchase these
securities. Mortgage-backed securities available for sale are carried at fair
value, with unrealized gains and losses excluded from earnings and reported in
a separate component of stockholder's equity. Premiums and discounts on the
purchase of mortgage-backed securities are amortized or accreted as a yield
adjustment over the life of the securities using the interest method, with the
amortization or accretion effect of prepayments being adjusted based on revised
estimates of future repayments.
Mortgage-backed securities generally yield less than the loans which
underlie such securities because of their payment guarantees or credit
enhancements which reduce credit risk. In addition, mortgage-backed securities
are more liquid than individual mortgage loans and may be used to collateralize
borrowings. Mortgage-backed securities issued or guaranteed by GNMA are
generally weighted at 0% for risk-based capital purposes. Mortgage-backed
securities
Page 22
<PAGE>
issued or guaranteed by FNMA or FHLMC (except interest-only securities or the
residual interests in collateralized mortgage obligations ("CMOs")) are
generally weighted at 20% for risk-based capital purposes, compared to a weight
of 50% to 100% for residential loans. See "--Regulation--Regulation of the
Bank."
The Company held privately issued CMOs with an aggregate carrying value of
$316.1 million at December 31, 1997. The largest such investment held by the
Company at December 31, 1997 is a CMO issued by Salomon Brothers Inc., with an
aggregate carrying value and market value of $54 million and $55 million,
respectively.
At December 31, 1997, all of the mortgage-backed securities held by Parent
Holdings had one of the two highest credit ratings from one or more of the
national securities rating agencies except for $76 million, of which $74
million are non-rated CMO residual class securities formed by Old California
Federal from its own originations of residential mortgages. Such credit rating,
however, may be subject to revision or withdrawal at any time by such rating
agencies. The mortgage-backed securities which Parent Holdings purchases and
maintains in its portfolio include certain CMOs. A CMO is a special type of
pay-through debt obligation in which the stream of principal and interest
payments on the underlying mortgages or mortgage-backed securities is used to
create classes with different maturities and, in some cases, amortization
schedules and a residual class of the CMO security being sold, with each such
class possessing different risk characteristics. The residual interest sold
represents any residual cash flows which result from the excess of the monthly
receipts generated by principal and interest payments on the underlying
mortgage collateral and any reinvestment earnings thereon, less the cash
payments to the CMO holders and any administrative expenses. As a matter of
policy, due to the risk associated with residual interests, the Company does
not invest in the residual interests of CMOs.
Mortgage-backed Securities Held to Maturity
A summary of the Company's mortgage-backed securities held to maturity at
the dates indicated is as follows:
<TABLE>
<CAPTION>
December 31,
--------------------------------------------------------------------------
1997 1996 1995
---------------------- --------------------- ----------------------
Estimated Estimated Estimated
Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value
---- ----- ---- ----- ---- -----
(in millions)
<S> <C> <C> <C> <C> <C> <C>
FNMA $1,018 $1,038 $1,214 $1,232 $ 533 $ 548
FHLMC 318 333 406 420 988 1,016
Other 2 2 2 2 3 3
------ ------ ------ ------ ------ ------
Total $1,338 $1,373 $1,622 $1,654 $1,524 $1,567
====== ====== ====== ====== ====== ======
</TABLE>
The weighted average stated interest rate on the Company's mortgage-backed
securities held to maturity was 7.33%, 7.27% and 7.46% at December 31, 1997,
1996 and 1995, respectively. At December 31, 1997, 1996 and 1995,
mortgage-backed securities held to maturity included variable rate securities
totalling $1.3 billion, $1.6 billion and $1.5 billion, respectively, which
resulted from the securitization with FNMA and FHLMC of certain qualifying
mortgage loans from the Bank's, Old California Federal's and San Francisco
Federal's loan portfolios with full recourse to the Bank.
For the years ended December 31, 1997, 1996 and 1995, the Company did not
sell any of its mortgage-backed securities held to maturity.
Mortgage-backed securities held to maturity are carried at amortized cost
rather than the lower of cost or market, unless there is evidence of a decline
other than a temporary decline in value. Permanent declines in value are
charged to income in the periods in which the declines are determined. Premiums
and discounts on the purchase of mortgage-backed securities are amortized or
accreted as a yield adjustment over the life of the securities using the
interest method, with the amortization or accretion effect of prepayments being
adjusted based on revised estimates of future repayments.
Page 23
<PAGE>
SOURCES OF FUNDS
General
Deposits, sales of securities under agreements to repurchase, advances
from the FHLB of San Francisco, sales, maturities and principal repayments on
loans and mortgage-backed securities and issuances of preferred stock have been
the major sources of funds for use in the Company's lending and investment
activities and other general business purposes. Management closely monitors
rates and terms of competing sources of funds on a daily basis and utilizes the
source which is most cost-effective. The availability of funds from sales of
loans and securities is influenced by the levels of general interest rates and
other market conditions. For additional information regarding the Company's
sources of funds, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity" and the Company's Consolidated
Statements of Cash Flows set forth in its Consolidated Financial Statements.
Loan principal and interest payments are a relatively stable source of
funds, while customer deposit inflows and outflows and loan repayments and
prepayments are influenced significantly by the levels of general interest
rates and money market conditions, and may fluctuate widely. Borrowings may be
used to compensate for reductions in normal sources of funds such as customer
deposits.
Deposits
The Company, through the Bank, offers a variety of deposit accounts
designed to attract both short-term and long-term deposits. There are no rate
limitations on any type of deposit account presently offered by the Bank. The
ability of the Bank to retain and attract new deposits is dependent upon the
variety and effectiveness of its customer account products, customer service
and convenience, and prevailing market conditions. The following table shows
the distribution of deposits by type of account at the dates indicated:
<TABLE>
<CAPTION>
At December 31,
----------------------------------------------------------------------
1997 1996 1995
---------------------- --------------------- -----------------------
Percent Percent Percent
Amount of Deposits Amount of Deposits Amount of Deposits
------ ----------- ------ ----------- ------ -----------
(dollars in millions)
<S> <C> <C> <C> <C> <C> <C>
Transaction accounts:
Passbook accounts $ 2,162 13.4% $ 841 10.0% $ 664 6.5%
Demand deposits:
Interest-bearing 1,149 7.1 510 6.0 684 6.7
Noninterest-bearing 1,179 7.3 729 8.6 697 6.8
Money market deposit accounts 1,270 7.9 881 10.4 1,443 14.2
------- ----- ------ ----- ------ -----
Total transaction accounts 5,760 35.7 2,961 35.0 3,488 34.2
Term accounts 10,390 64.3 5,503 65.0 6,696 65.8
------- ----- ------ ----- ------ -----
16,150 100.0% 8,464 100.0% 10,184 100.0%
===== ===== =====
Accrued interest payable 52 32 51
Purchase accounting adjustments, net 1 6 7
------- ------ -------
Total $16,203 $8,502 $10,242
======= ====== =======
</TABLE>
Total deposits at December 31, 1997, 1996 and 1995 include escrow balances
for loans serviced for others of $702 million, $550 million and $348 million,
respectively. Deposit balances, excluding purchase accounting adjustments,
averaged $16.7 billion, $9.2 billion and $9.9 billion during 1997, 1996 and
1995, respectively, with average interest rates of 4.55%, 4.66% and 4.67%,
respectively. The weighted average stated interest rates on deposits at
December 31, 1997, 1996 and 1995 were 4.52%, 4.53% and 4.67%, respectively.
Page 24
<PAGE>
The following table presents the average balance and weighted average rate
paid on each deposit type of California Federal for the periods indicated,
excluding the impact of purchase accounting adjustments:
<TABLE>
<CAPTION>
Years ended December 31,
-------------------------------------------------------------
1997 1996 1995
-------------------- ------------------- ------------------
Average Average Average Average Average Average
Balance Rate Paid Balance Rate Paid Balance Rate Paid
------- --------- ------- --------- ------- ---------
(dollars in millions)
<S> <C> <C> <C> <C> <C> <C>
Transaction accounts:
Passbook accounts $ 1,874 3.65% $ 1,154 2.72% $ 666 2.20%
Demand deposits:
Interest-bearing 1,150 1.07 289 1.87 699 1.00
Noninterest-bearing 1,280 -- 825 -- 583 --
Money market deposit accounts 1,408 3.56 946 3.39 1,581 3.22
Term accounts 11,008 5.73 6,032 6.00 6,398 6.10
------- ------- ------- ------- ------- -------
Total $16,720 4.55% $ 9,246 4.66% $ 9,927 4.67%
======= ======= ======= ======= ======= =======
</TABLE>
The following table sets forth the scheduled maturities of California
Federal's term accounts by stated interest rate at December 31, 1997:
<TABLE>
<CAPTION>
2001 and
1998 1999 2000 thereafter Total
---- ---- ---- ---------- -----
(in millions)
<S> <C> <C> <C> <C> <C>
3.00% or less $ 1 $ -- $ -- $ -- $ 1
3.01 - 4.00% -- -- -- -- --
4.01 - 5.00% 229 13 -- 1 243
5.01 - 6.00% 6,753 1,776 80 119 8,728
6.01 - 7.00% 754 249 102 145 1,250
7.01 - 8.00% 50 23 37 44 154
8.01 - 9.00% 6 5 -- -- 11
9.01 - 10.00% 2 -- -- -- 2
Over 10.00% -- -- 1 -- 1
------ ------ ---- ---- -------
Total term accounts $7,795 $2,066 $220 $309 $10,390
====== ====== ==== ==== =======
</TABLE>
The following table sets forth remaining maturities for California
Federal's term deposits in amounts of $100,000 or more at December 31, 1997 (in
millions):
<TABLE>
<CAPTION>
<S> <C>
3 months or less $ 501
Over 3 months but within 6 months 242
Over 6 months but within 12 months 729
Over 12 months 508
------
$1,980
======
</TABLE>
At December 31, 1997, the aggregate amount outstanding of certificates of
deposit of $100,000 or larger at the Company was $1.98 billion, compared with
$871 million and $690 million at December 31, 1996 and 1995, respectively.
Deposits held by foreign investors at the Bank totalled $93 million, $58
million and $63 million at December 31, 1997, 1996 and 1995, respectively.
Page 25
<PAGE>
The Bank's deposit accounts are held primarily by individuals residing in
the vicinity of its retail branch offices located in California, Florida and
Nevada. The Bank has emphasized, and will continue to emphasize, a retail
branch network for attracting deposits. Key market areas, particularly the West
Coast region, will continue to be targeted for expansion of retail deposits and
the cross-selling of additional consumer products.
When cost-effective relative to other sources of funding, the Bank issues
certificates of deposit through direct placement programs and national
investment banking firms ("Brokered Deposits"). These deposits are usually in
amounts less than $100,000 and are obtained from a diverse customer base. While
these funds are generally more costly than traditional passbook and money
market deposits and more volatile as a source of funds because of their
sensitivity to the rates offered, they supplement retail customer deposits in
raising funds for financing and liquidity purposes. At December 31, 1997,
California Federal had $363 million of Brokered Deposits outstanding,
representing 2.25% of total deposits.
Borrowings
The Company and the Bank utilize various borrowings as alternative sources
of funds for its business needs. These sources have included securities sold
under agreements to repurchase, FHLB advances, subordinated debentures and the
purchase of federal funds.
Short-term Borrowings
Short-term borrowings consist of (i) securities sold under agreements to
repurchase, (ii) federal funds purchased and (iii) short-term FHLB advances.
These instruments are discussed more fully in the subsequent sections.
The following table sets forth for the Company each category of borrowings
due within one year: (i) for the periods presented, the average amount
outstanding, the maximum amount outstanding at any month end and the average
interest rate paid, and (ii) at period end, the amount outstanding and average
interest rate paid. Amounts and rates reflected in the table exclude accrued
interest payable and purchase accounting adjustments.
<TABLE>
<CAPTION>
At or for the year ended December 31,
-------------------------------------
1997 1996 1995
---- ---- ----
(dollars in millions)
<S> <C> <C> <C>
Securities sold under agreements to repurchase:
Average balance outstanding $2,275 $1,931 $1,351
Maximum amount outstanding at any
month end during the period 2,870 2,424 1,965
Balance outstanding at end of period 1,829 1,510 698
Average interest rate during the period 5.68% 5.70% 6.53%
Average interest rate at end of period 5.78% 5.88% 6.06%
Federal Funds Purchased
Average balance outstanding $ 95 $ 65 $ 37
Maximum amount outstanding at any
month end during the period 153 135 75
Balance outstanding at end of period 130 25 55
Average interest rate during the period 5.59% 5.41% 6.09%
Average interest rate at end of period 6.50% 7.50% 6.00%
FHLB advances:
Average balance outstanding $5,561 $2,455 $ 862
Maximum amount outstanding at any
month end during the period 6,606 3,141 1,487
Balance outstanding at end of period 5,263 2,741 1,487
Average interest rate during the period 5.76% 5.83% 7.19%
Average interest rate at end of period 5.88% 5.78% 6.12%
</TABLE>
Page 26
<PAGE>
At December 31, 1997, the Company had an estimated additional secured
borrowing capacity of $4.9 billion with the FHLB and other sources.
Securities Sold Under Agreements to Repurchase
The Company enters into reverse repurchase agreements whereby it sells
marketable U.S. government and mortgage-backed securities and CMOs with a
commitment to repurchase the securities at a specified price and on a specified
date. These agreements are recorded as financings, and the obligation to
repurchase assets sold is reflected as a liability on the consolidated balance
sheet. The dollar amount of assets underlying the agreements remains in the
asset accounts. The securities underlying the agreements are delivered to the
dealers who arranged the transactions. The counterparty to the repurchase
agreement may have loaned the securities to other parties in the normal course
of their operations; however, all agreements require that the identical
securities be resold to the Company at the maturity of the agreements. In order
to reduce possible risks associated with these borrowing transactions, the
reverse repurchase agreements are generally entered into with national
investment banking firms and major commercial banks which are primary dealers
in these securities.
Federal Funds Purchased
California Federal must meet legal reserve requirements on a daily basis
by (i) maintaining a specified total amount of deposits at the Federal Reserve
Bank and (ii) vault cash. Occasionally, the Bank may borrow funds from another
bank with excess reserves to meet its requirements for the day. These
borrowings are repaid with interest at maturity based on the federal funds
rate. The Bank places U.S. government securities in a custody account for the
seller until the funds are repaid and records a liability on its books.
FHLB Advances
The FHLB functions in a credit capacity for savings institutions and
certain other home financing institutions. A savings association may generally
borrow from its district FHLB through advances secured by its home mortgages
and other assets (principally securities which are obligations of, or
guaranteed by, the U.S. government). A savings association is required to hold
a minimum amount of capital stock of the FHLB based upon a percentage of its
outstanding home mortgage loans and similar obligations, a percentage of its
outstanding advances from the FHLB or a certain percentage of total assets.
Such advances may be made pursuant to several different credit programs made
available from time to time by the FHLB to meet seasonal activity and other
withdrawals of deposit accounts and to expand lending, each of which has its
own interest rate and range of maturities. The FHLB prescribes the acceptable
uses, as well as limitations on the size of such advances. Depending on the
program, such limitations are based either on a fixed percentage of the
institution's net worth or on the FHLB's assessment of the institution's
creditworthiness.
The following table presents the carrying value and weighted average rate
paid on FHLB advances for the periods indicated, excluding accrued interest
payable and the impact of purchase accounting adjustments (dollars in
millions):
<TABLE>
<CAPTION>
1997 1996 1995
------------------ ------------------ ------------------
Carrying Average Carrying Average Carrying Average
Value Rate Value Rate Value Rate
----- ---- ----- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Fixed-rate borrowings $5,447 5.88% $3,565 5.93% $1,790 6.68%
Variable-rate borrowings 4,074 5.95 854 5.67 250 6.02
------ ---- ------ ---- ------ ----
Total FHLB advances $9,521 5.91% $4,419 5.88% $2,040 6.60%
====== ==== ====== ==== ====== ====
</TABLE>
Page 27
<PAGE>
The following table sets forth remaining maturities and weighted average
stated interest rates of FHLB advances at December 31, 1997, not including
accrued interest payable or purchase accounting adjustments (dollars in
millions):
Balance Weighted
Maturing Average Rate
-------- ------------
1998 $5,263 5.88%
1999 3,090 5.94
2000 1,150 5.93
2001 11 6.50
2002 5 6.94
2003 and thereafter 2 7.83
------ ----
$9,521 5.91%
====== ====
During 1995, the Company prepaid $250 million in FHLB advances resulting
in a $2 million extraordinary gain on the early extinguishment of debt, net of
tax.
Interest Rate Swap Agreements
The Company has used interest rate swap agreements to adjust its interest
rate risk exposure on fixed rate FHLB advances. The Company had interest rate
swap agreements with a notional principal amount of $400 million outstanding at
December 31, 1997. The notional amount does not represent amounts exchanged by
the parties and thus, is not a measure of the Company's exposure. The Company
pays the variable rate and receives the fixed rate based on LIBOR under these
agreements. The differential between these two amounts may change significantly
in the future due to fluctuations in market interest rates.
In order to reduce possible counterparty nonperformance risk, the Company
has entered into interest rate swap agreements only with national investment
banking firms and the FHLB of San Francisco.
12 1/2% Senior Notes Due 2003
On April 17, 1996, Parent Holdings issued $455 million of its 12 1/2%
Senior Notes ("12 1/2% Senior Notes"). The notes will mature on April 15, 2003,
with interest payable semiannually on April 15 and October 15 of each year.
Deferred issuance costs associated with the issuance of the 12 1/2% Senior
Notes totalling $18.1 million were recorded in other assets and are being
amortized over the term of the 12 1/2% Senior Notes. Discount associated with
the issuance of the 12 1/2% Senior Notes totalling $5.2 million is included in
the carrying value of the liability and is being accreted over the term of the
12 1/2% Senior Notes.
The 12 1/2% Senior Notes are redeemable at the option of the Company, in
whole or in part at the following redemption prices: (i) on or after April 15,
2000, at 106.25% of the principal amount thereof, plus accrued interest and
unpaid interest to the date of redemption, (ii) on or after April 15, 2001, at
103.125% of the principal amount thereof, plus accrued interest and unpaid
interest to the date of redemption, and (iii) thereafter, at 100% of the
principal amount thereof, plus accrued interest and unpaid interest to the date
of redemption.
The 12 1/2% Senior Notes are senior unsecured obligations of the Company
and rank pari passu in right of payment with all future senior debt of the
Company, if any is issued, and senior to all future subordinated debt of the
Company, if any is issued. The 12 1/2% Senior Notes are subordinated to (i) all
existing and future liabilities, including deposits, indebtedness and trade
payables of its subsidiaries, including FN Holdings and the Bank, and (ii) all
preferred stock issued by its subsidiaries, including the Bank Preferred Stock
(as defined herein), the REIT Preferred Stock and the FN Holdings Preferred
Stock (of which $25 million was outstanding at December 31, 1997). The 12 1/2%
Senior Notes are also subordinated to the obligations of FN Holdings under the
Tax Sharing Agreement (as defined herein) between and among the Bank, FN
Holdings and Mafco Holdings. The terms and conditions of the indenture
governing the 12 1/2% Senior Notes (the "12 1/2% Senior Notes Indenture") and
the FN Holdings indentures described below impose restrictions that affect,
among other things, the ability of the Company or FN Holdings, as the case may
be, to incur debt, pay dividends or make distributions, engage in a business
other than holding the common stock of FN Holdings, in the case of the Company,
or of the Bank and similar banking institutions, in the case of FN Holdings,
make acquisitions, create liens, sell assets and make certain investments. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity."
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<PAGE>
12 1/4% Senior Notes Due 2001
In connection with the FN Acquisition, FN Holdings issued $200 million
principal amount of 12 1/4% Senior Notes ("12 1/4% Senior Notes"), including
$5.5 million principal amount of 12 1/4% Senior Notes to certain directors and
officers of the Bank. The notes will mature on May 15, 2001 with interest
payable semiannually on May 15 and November 15. Deferred issuance costs
associated with the 12 1/4% Senior Notes' issuance totalling $9.9 million were
recorded in other assets and are being amortized over the term of the 12 1/4%
Senior Notes.
The notes are redeemable at the option of FN Holdings, in whole or in
part, during the 12-month period beginning May 15, 1999, at a redemption price
of 106.125% plus accrued interest to the date of redemption, and thereafter at
100% plus accrued interest. The notes are subordinated to all existing and
future liabilities, including deposits and other borrowings of the Bank, the
Bank Preferred Stock and the REIT Preferred Stock.
The terms and conditions of the 12 1/4% Senior Notes indenture impose
restrictions that affect, among other things, the ability of FN Holdings to
incur debt, pay dividends, make acquisitions, create liens, sell assets and
make certain investments. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations --Liquidity."
9 1/8% Senior Subordinated Notes Due 2003
On January 31, 1996, FN Holdings issued $140 million principal amount of
the 9 1/8% Senior Subordinated Notes (9 1/8% Senior Subordinated Notes" and
together with the 12 1/4% Senior Notes and the 10 5/8% Notes, the "FN Holdings
Notes"). The 9 1/8% Senior Subordinated Notes will mature on January 15, 2003
with interest payable semiannually on January 15 and July 15. Deferred issuance
costs associated with the issuance of the 9 1/8% Senior Subordinated Notes
totalling $7.0 million were recorded in other assets and are being amortized
over the term of the 9 1/8% Senior Subordinated Notes.
The 9 1/8% Senior Subordinated Notes are redeemable at the option of FN
Holdings, in whole or in part, during the 12-month period beginning January 1,
2001, at a redemption price of 104.5625% of the principal amount thereof, plus
accrued interest and unpaid interest to the date of redemption, and thereafter
at 100% of the principal amount thereof, plus accrued and unpaid interest.
The 9 1/8% Senior Subordinated Notes are unsecured senior subordinated
obligations of FN Holdings and are subordinated in right of payment to all
existing and future senior indebtedness of FN Holdings and to all future
subordinated debt, if any is issued. The 9 1/8% Senior Subordinated Notes are
subordinated to all existing and future liabilities, including deposits,
indebtedness and trade payables of FN Holdings' subsidiaries, including the
Bank, and to preferred stock issued by the Bank and Preferred Capital Corp.
The terms and conditions of the 9 1/8% Senior Subordinated Notes indenture
impose restrictions that affect, among other things, the ability of FN Holdings
to incur debt, pay dividends or make distributions, engage in a business other
than holding the common stock of the Bank and similar banking institutions,
make acquisitions, create liens, sell assets and make certain investments.
10 5/8% Senior Subordinated Notes Due 2003
In connection with the Cal Fed Acquisition, FN Holdings acquired the net
proceeds from the issuance of FN Escrow's 10 5/8% Notes and assumed FN Escrow's
obligations under the 10 5/8% Notes and indenture. Deferred issuance costs
associated with the 10 5/8% Notes of $19 million, recorded in other assets, are
being amortized over the term of the 10 5/8% Notes.
The 10 5/8% Notes are redeemable at the option of FN Holdings, in whole or
in part, during the 12-month period beginning January 1, 2001, at a redemption
price of 105.313% plus accrued and unpaid interest to the date of redemption,
during the 12-month period beginning January 1, 2002 at a redemption price of
102.656% plus accrued and unpaid interest to the date of redemption, and
thereafter at 100% plus accrued and unpaid interest to the date of redemption.
Page 29
<PAGE>
The 10 5/8% Notes are subordinate in right of payment to all existing and
future subordinated debt, if any is issued, of FN Holdings. The 10 5/8% Notes
are subordinated to all existing and future liabilities, including deposits,
indebtedness and trade payables, of the subsidiaries of FN Holdings, including
the Bank Preferred Stock and REIT Preferred Stock.
The terms and conditions of the 10 5/8% Notes indenture impose restrictions
that affect, among other things, the ability of FN Holdings to incur debt, pay
dividends, make acquisitions, create liens, sell assets and make certain
investments.
10% Subordinated Debentures Due 2006
As part of the FN Acquisition, the Company assumed subordinated
debentures, which bear interest at 10% per annum and mature on October 1, 2006
(the "10% Subordinated Debentures Due 2006"). At December 31, 1997, the
aggregate principal amount of the 10% Subordinated Debentures Due 2006
outstanding was $92.1 million.
Events of Default under the indenture governing the 10% Subordinated
Debentures Due 2006 (the "Old FNB Indenture") include, among other things: (i)
a default in the payment of interest when due and such default continues for 30
days, (ii) a default in the payment of any principal when due, (iii) the
failure to comply with covenants in the Old FNB Indenture, provided that the
trustee or holders of at least 25% in principal amount of the outstanding 10%
Subordinated Debentures Due 2006 notify the Bank of the default and the Bank
does not cure the default within 60 days after receipt of such notice, (iv)
certain events of bankruptcy, insolvency or reorganization of the Bank, (v) the
FSLIC/RF (or a comparable entity) is appointed to act as conservator,
liquidator, receiver or other legal custodian for the Bank and (vi) a default
under other indebtedness of the Bank in excess of $10 million resulting in such
indebtedness becoming due and payable, and such default or acceleration has not
been rescinded or annulled within 60 days after the date on which written
notice of such failure has been given by the trustee to the Bank or by holders
of at least 25% in principal amount of the outstanding 10% Subordinated
Debentures Due 2006 to the Bank and the trustee.
11.20% Senior Notes Due 2004
As part of the SFFed Acquisition, the Company assumed $50 million of SFFed
11.20% Senior Notes due September 1, 2004 (the "11.20% Senior Notes"). In
connection with the assumption of the 11.20% Senior Notes, the Bank and all of
the holders of the 11.20% Senior Notes entered into an agreement amending
certain provisions of the note purchase pursuant to which the 11.20% Senior
Notes were sold (as amended, the "Note Purchase Agreement"). On September 12,
1996, the Bank repurchased $44.0 million aggregate principal amount of the
11.20% Senior Notes at a price of approximately 116.45% of the principal
amount, plus the accrued interest thereon. The Bank recorded an extraordinary
loss, net of tax, of $1.6 million in connection with such repurchase. At
December 31, 1997, the aggregate principal amount of the 11.20% Senior Notes
outstanding was $6.0 million.
Events of Default under the note purchase agreement include, among other
things: (i) failure to make any payment of principal when due; (ii) any failure
to make any payment of interest when due and such payment is not made within 15
days after the date such payment was due; (iii) failure to comply with certain
covenants in the Note Purchase Agreement, provided that such failure continues
for more than 60 days; (iv) failure to deliver to holders a notice of default,
notice of event of default, or notice of claimed default as provided in the
Note Purchase Agreement; (v) failure to comply with any provision of the Note
Purchase Agreement, provided that such failure continues for more than 60 days
after notice is delivered to the Bank; (vi) a default under other indebtedness
provided that the aggregate amount of all obligations in respect of such
indebtedness exceeds $15 million; (vii) one or more final, non-appealable
judgments outstanding against the Bank or its subsidiaries for the payment of
money aggregating in excess of $15 million, any one of which has been
outstanding for 45 days and shall not have been discharged in full or stayed;
(viii) any warranty, representation or other statement contained in the Note
Purchase Agreement by the Bank or any of its subsidiaries being false or
misleading in any material respect when made; or (ix) certain events of
bankruptcy, insolvency or reorganization of the Bank or its subsidiaries.
As a result of the Cal Fed Acquisition, the Bank is obligated with respect
to the following three debt securities of Old California Federal:
Page 30
<PAGE>
10.668% Subordinated Notes Due 1998
The Company assumed 10.668% unsecured senior subordinated notes which
mature on December 22, 1998 (the "10.668% Subordinated Notes"). At December 31,
1997, the aggregate principal amount of the notes outstanding was $50 million.
Events of Default under the note agreement governing the 10.668%
Subordinated Notes include, among other things: (i) failure to make any payment
of principal when due; (ii) any failure to make any payment of interest when
due and such payment is not made within ten business days after the date such
payment was due; (iii) failure to comply with certain covenants in the note
agreement provided that such failure continues for more than 60 days after
notice is delivered to the Bank; (iv) the default or any event which, with the
giving of notice or the lapse of time or both, would constitute a default under
any indebtedness of the Bank and cause such indebtedness with an aggregate
principal amount exceeding $15 million to accelerate; and (v) certain events of
bankruptcy, insolvency or reorganization of the Bank.
6 1/2% Convertible Subordinated Debentures Due 2001
In 1986, Cal Fed Inc., Old California Federal's former parent company,
issued $125 million of 6.5% convertible subordinated debentures due February
20, 2001 (the "6 1/2% Convertible Subordinated Debentures"). As a result of a
corporate restructuring in December 1992, Cal Fed Inc. was merged with and into
XCF Acceptance Corporation ("XCF"), a subsidiary of Old California Federal. The
6 1/2% Convertible Subordinated Debentures are redeemable at the option of the
holders on February 20, 2000, at 123% of their principal amount. At December
31, 1997, $2.6 million of the 6 1/2% Convertible Subordinated Debentures were
outstanding. Due to the purchase of all of the Cal Fed stock by FN Holdings in
the Cal Fed Acquisition on January 3, 1997, the common stock conversion feature
has been eliminated.
Events of Default under the indenture governing the 6 1/2% Convertible
Subordinated Debentures include, among other things: (i) any failure to make
any payment of interest when due and such payment is not made within 30 days
after the date such payment was due; (ii) failure to make any payment of
principal when due; (iii) default in the performance, or breach, of any
covenant or warranty in the indenture, provided that such default or breach
continues for more than 60 days after notice is delivered to the Bank; or (iv)
certain events of bankruptcy, insolvency or reorganization of the Bank or its
subsidiaries.
10% Subordinated Debentures Due 2003
On December 16, 1992, Old California Federal issued $13.6 million of 10.0%
unsecured subordinated debentures due 2003 (the "10% Subordinated Debentures
Due 2003"). During 1996 and 1995, Old California Federal repurchased $0.6
million and $8.7 million, respectively, of the debentures, leaving $4.3 million
outstanding at December 31, 1997.
Events of Default under the indenture governing the 10% Subordinated
Debentures Due 2003 include, among other things: (i) failure to make any
payment of principal when due; (ii) any failure to make any payment of interest
when due and such payment is not made within 30 days after the date such
payment was due; (iii) failure to comply with certain covenants in the
indenture; (iv) failure to comply with certain covenants in the indenture
provided that such failure continues for more than 60 days after notice is
delivered to the Bank; (v) certain events of bankruptcy, insolvency or
reorganization of the Bank; or (vi) the default or any event which, with the
giving of notice or lapse of time or both, would constitute a default under any
indebtedness of the Bank and cause such indebtedness with an aggregate
principal amount exceeding $15 million to accelerate.
FN Holdings Preferred Stock--Minority Interest
On September 19, 1996, FN Holdings issued 10,000 shares of the FN Holdings
Preferred Stock. The FN Holdings Preferred Stock has a stated liquidation value
of $15,000 per share, plus accrued and unpaid dividends, if any. Dividends on
the FN Holdings Preferred Stock are cumulative and are payable (i) in cash at
an annual floating rate of the cost of funds to an affiliate of FN Holdings
under such affiliate's bank credit facility (without taking into account any
default interest that may be payable under such bank credit facility) (such
rate, the "Cost of Funds Rate") and (ii) in newly issued shares of another
series of Cumulative Perpetual Preferred Stock of FN Holdings (the "Additional
FN
Page 31
<PAGE>
Holdings Preferred Stock") at an annual rate of 2% of the stated liquidation
value of the FN Holdings Preferred Stock, in each case, if, when and as
declared by the Board of Directors of FN Holdings. Dividends on the Additional
FN Holdings Preferred Stock are cumulative and accrue and are payable in shares
of Additional FN Holdings Preferred Stock at an annual rate equal to the Cost
of Funds Rate plus 2% of the stated liquidation value of the Additional FN
Holdings Preferred Stock if, when and as declared by the Board of Directors of
FN Holdings. Additional FN Holdings Preferred Stock has substantially the same
relative rights, terms and preferences as the FN Holdings Preferred Stock
except as set forth above with respect to the payment of dividends. If all of
the outstanding shares of the FN Holdings Preferred Stock are not redeemed by
FN Holdings before January 1, 2000, all dividends on the FN Holdings Preferred
Stock and the Additional FN Holdings Preferred Stock accruing thereafter will
be payable in cash. Dividends on the FN Holdings Preferred Stock are payable
quarterly on January 1, April 1, July 1 and October 1 of each year, commencing
January 1, 1997, out of funds legally available therefor. The FN Holdings
Preferred Stock ranks prior to the common stock of FN Holdings and to all other
classes and series of equity securities subsequently issued.
Except as required by law, the holders of the FN Holdings Preferred Stock
and the Additional FN Holdings Preferred Stock are not entitled to any voting
rights unless the equivalent of four quarterly dividends are in arrears or
certain bankruptcy-related events occur, in which case the number of directors
of FN Holdings will be increased by two and the holders of the FN Holdings
Preferred Stock and the Additional FN Holdings Preferred Stock, voting together
as a class, separately from any other class, will be entitled to elect two
directors, who shall serve until all dividends in arrears have been paid or
declared and set apart for payment or such bankruptcy-related event has been
cured.
The FN Holdings Preferred Stock and the Additional FN Holdings Preferred
Stock will be redeemable so long as Special Purpose Corp. is the sole holder
thereof, at any time, and, if Special Purpose Corp. is not the sole holder
thereof, at any time after the fifth anniversary of the issuance of the FN
Holdings Preferred Stock, in each case, upon prior written notice, at the
option of FN Holdings, in whole or in part, at a redemption price equal to the
stated liquidation value of $15,000 per share plus any accrued and unpaid
dividends. Upon any redemption of the FN Holdings Preferred Stock by FN
Holdings, a pro rata portion of the outstanding Additional FN Holdings
Preferred Stock will be contributed to the capital of FN Holdings, without any
payment therefor, and such shares will be retired and canceled. If all of the
shares of the FN Holdings Preferred Stock are redeemed on or before December
31, 1999, all outstanding shares of the Additional FN Holdings Preferred Stock
will be contributed to the capital of FN Holdings, without any payment
therefor, and such shares will be retired and canceled. If all of the shares of
the FN Holdings Preferred Stock are redeemed on or before December 31, 1999,
all outstanding shares of the Additional FN Holdings Preferred Stock will be
contributed to the capital of FN Holdings, without any payment therefor, and
such shares will be retired and canceled.
At December 31, 1997, the issued and outstanding FN Holdings Preferred
Stock and Additional FN Holdings Preferred Stock had a combined liquidation
value of $25.7 million.
11 1/2% Preferred Stock--Minority Interest
In connection with the FN Acquisition, California Federal issued 3,007,300
shares of its 11 1/2% Noncumulative Perpetual Preferred Stock ("11 1/2%
Preferred Stock"). The 11 1/2% Preferred Stock has a stated liquidation value
of $100 per share, plus declared and unpaid dividends, if any. Cash dividends
are noncumulative and are payable at an annual rate of 11 1/2% per share if,
when and as declared by the Board of Directors of the Bank.
The 11 1/2% Preferred Stock ranks prior to the common stock of the Bank
and to all other classes and series of equity securities subsequently issued,
other than any class or series expressly designated as being on a parity with
or senior to the 11 1/2% Preferred Stock as to dividends and liquidating
distributions. The 10 5/8% Preferred Stock (as defined herein) ranks on a
parity with the 11 1/2% Preferred Stock as to dividends and liquidating
distributions.
The terms of the 11 1/2% Preferred Stock provide that the Bank may not
declare or pay any dividends or other distributions (other than in shares of
common stock of the Bank or other classes of equity securities of the Bank
ranking junior to the 11 1/2% Preferred Stock (collectively, "Junior Stock"))
with respect to any Junior Stock or redeem or otherwise acquire, or set apart
funds for the repurchase, redemption or other acquisition of any Junior Stock
(including the common stock held by FN Holdings), through a sinking fund or
otherwise, unless and until: (i) the Bank has paid full dividends on the
11 1/2% Preferred Stock for the four most recent dividend periods, or funds
have been paid over to the dividend disbursing agent of the Bank for payment of
such dividends, and (ii) the Bank has declared a cash dividend on the 11 1/2%
Preferred Stock at the annual dividend rate for the current dividend period,
and sufficient funds have been paid over to the dividend disbursing agent of
the Bank for the payment of a cash dividend for such current dividend period.
The Bank is currently in compliance with both of such requirements.
Page 32
<PAGE>
Holders of the 11 1/2% Preferred Stock have no voting rights, except as
required by law or in certain limited circumstances.
Except in the event of a change of control, the 11 1/2% Preferred Stock is
not redeemable prior to September 1, 1999. The 11 1/2% Preferred Stock is
redeemable solely at the option of the Bank or its successor or any acquiring
or resulting entity with respect to the Bank (including by any parent or
subsidiary of the Bank, any such successor, or any such acquiring or resulting
entity), as applicable, at any time on and after September 1, 1999, in whole or
in part, at $105.75 per share on or after September 1, 1999 and prior to
September 1, 2000, and at prices decreasing pro rata annually thereafter to the
stated liquidation value of $100 per share on or after September 1, 2004, plus
declared and unpaid dividends, if any, without interest. Upon a change of
control, the 11 1/2% Preferred Stock is redeemable on or prior to September 1,
1999 at the option of the Bank or its successor or any acquiring or resulting
entity with respect to the Bank (including by any parent or subsidiary of the
Bank, any such successor, or any such acquiring or resulting entity), as
applicable, in whole, but not in part, at a price per share equal to: (i) $100,
plus (ii) an amount equal to declared and unpaid dividends, if any, to the date
fixed for redemption, without interest, and without duplication, an additional
amount equal to the amount of dividends that would be payable on the 11 1/2%
Preferred Stock in respect of the period from the first day of the dividend
period in which the date fixed for redemption occurs to the date fixed for
redemption (assuming all such dividends were to be declared), plus (iii) a
specified make whole premium.
10 5/8% Preferred Stock--Minority Interest
In connection with the Cal Fed Acquisition, the Bank assumed Old
California Federal's 10 5/8% Noncumulative Perpetual Preferred Stock with a
liquidation value of $172.5 million (the "10 5/8% Preferred Stock" and together
with the 11 1/2% Preferred Stock, the "Bank Preferred Stock"). The 10 5/8%
Preferred Stock has a stated liquidation value of $100 per share, plus declared
and unpaid dividends, if any, without interest. Cash dividends are
noncumulative and are payable at an annual rate of 10 5/8% per share if, when
and as declared by the Board of Directors of the Bank.
The 10 5/8% Preferred Stock ranks prior to the common stock of the Bank and
to all other classes and series of equity securities subsequently issued, other
than any class or series expressly designated as being on a parity with or
senior to the 10 5/8% Preferred Stock as to dividends and liquidating
distributions. The 11 1/2% Preferred Stock ranks on a parity with the 10 5/8%
Preferred Stock as to dividends and liquidating distributions.
The terms of the 10 5/8% Preferred Stock provide that the Bank may not
declare or pay any full dividends with respect to any parity stock, such as the
11 1/2% Preferred Stock, unless and until the Bank has paid full dividends on
the 10 5/8% Preferred Stock for the most recent dividend period.
The terms of the 10 5/8% Preferred Stock provide that the Bank may not
declare or pay any dividends or other distributions (other than in shares of
common stock of the Bank or other Junior Stock) with respect to any Junior
Stock or repurchase, redeem or otherwise acquire, or set apart funds for the
repurchase, redemption or other acquisition of, any Junior Stock through a
sinking fund or otherwise, unless and until: (i) the Bank has paid full
dividends on the 10 5/8% Preferred Stock for the four most recent dividend
periods, or funds have been paid over to the dividend disbursing agent of the
Bank for payment of such dividends, and (ii) the Bank has declared a cash
dividend on the 10 5/8% Preferred Stock at the annual dividend rate for the
current dividend period, and sufficient funds have been paid over to the
dividend disbursing agent of the Bank for the payment of a cash dividend for
such current period. The Bank is currently in compliance with both of such
requirements.
Holders of the 10 5/8% Preferred Stock have no voting rights, except as
required by law or in certain limited circumstances.
Except in the event of a change of control, the 10 5/8% Preferred Stock is
not redeemable prior to April 1, 1999. The 10 5/8% Preferred Stock is redeemable
solely at the option of the Bank or its successor or any acquiring or resulting
entity with respect to the Bank (including by any parent or subsidiary of the
Bank, any such successor or any such acquiring or resulting entity), as
applicable, at any time on or after April 1, 1999, in whole or in part, at
$105.313 per share on or after April 1, 1999 and prior to April 1, 2000, and at
prices decreasing pro rata annually thereafter to a stated liquidation value of
$100 per share on or after April 1, 2003, plus declared and unpaid dividends,
if any, without interest. Upon a change in control, the 10 5/8% Preferred Stock
is redeemable on or prior to April 1, 1999 at the option of the Bank or its
successor or any acquiring or resulting entity with respect to the Bank
(including by any parent or subsidiary of the
Page 33
<PAGE>
Bank, any such successor, or any such acquiring or resulting entity), as
applicable, in whole, but not in part, at a price per share equal to $114.50,
plus an amount equal to declared and unpaid dividends (whether or not declared)
from the date of consummation of the change of control to the date fixed for
redemption, without interest.
REIT Preferred Stock -- Minority Interest
On January 31, 1997, Preferred Capital Corp. issued 20,000,000 shares of
REIT Preferred Stock. The REIT Preferred Stock has a stated liquidation value
of $25 per share, plus declared and unpaid dividends, if any. Cash dividends
are noncumulative and are payable at an annual rate of 9 1/8% per share if,
when and as declared by the Board of Directors of Preferred Capital Corp.
The REIT Preferred Stock ranks prior to the common stock of Preferred
Capital Corp. and to all other classes and series of equity securities
subsequently issued, other than any class or series expressly designated as
being on a parity with or senior to the REIT Preferred Stock as to dividends
and liquidating distributions.
The terms of the REIT Preferred Stock provide that Preferred Capital Corp.
may not declare or pay any dividends or other distributions (other than in
shares of common stock of Preferred Capital Corp. or other classes of equity
securities of Preferred Capital Corp. ranking junior to the REIT Preferred
Stock) with respect to any Preferred Capital Corp. junior stock or repurchase,
redeem or otherwise acquire, or set apart funds for the repurchase, redemption
or other acquisition of any Preferred Capital Corp. junior stock (including the
common stock held by the Bank) through a sinking fund or otherwise, unless and
until: (i) Preferred Capital Corp. has paid in full dividends on the REIT
Preferred Stock for the four most recent dividend periods (or such lesser
number of dividend periods during which shares of REIT Preferred Stock have
been outstanding), or funds have been paid over to the dividend disbursing
agent of Preferred Capital Corp. for payment of such dividends, and (ii)
Preferred Capital Corp. has declared a cash dividend on the REIT Preferred
Stock at the annual dividend rate for the current dividend period, and
sufficient funds have been paid over to the dividend disbursing agent of
Preferred Capital Corp. for the payment of a cash dividend for such current
dividend period. The initial dividend payment date was March 31, 1997.
Preferred Capital Corp. is currently in compliance with both such requirements.
Holders of the REIT Preferred Stock have no voting rights, except as
required by law or in certain limited circumstances.
Except in the event of a change of control or upon certain tax events, the
REIT Preferred Stock is not redeemable prior to January 31, 2002. The REIT
Preferred Stock is redeemable solely at the option of Preferred Capital Corp.
or its successor or any acquiring or resulting entity with respect to Preferred
Capital Corp. (including by any parent or subsidiary of Preferred Capital
Corp., any such successor or any such acquiring or resulting entity), as
applicable, at any time on and after January 31, 2002 in whole or in part, at
$26.14 per share on or after January 31, 2002 and prior to January 31, 2003,
and at prices decreasing pro rata annually thereafter to the stated liquidation
value of $25 per share on or after January 31, 2007, plus declared and unpaid
dividends, if any, without interest. Upon a change of control, the REIT
Preferred Stock is redeemable on or prior to January 31, 2002 at the option of
Preferred Capital Corp. or its successor or any acquiring or resulting entity
with respect to the Bank (including by any parent or subsidiary of Preferred
Capital Corp., any such successor or any such acquiring or resulting entity),
as applicable, in whole, but not in part, at a price per share equal to: (i)
$25, plus (ii) an amount equal to declared and unpaid dividends, if any, to the
date fixed for redemption, without interest, and without duplication, an
additional amount equal to the amount of dividends that would be payable on the
REIT Preferred Stock in respect of the period from the first day of the
dividend period in which the date fixed for redemption occurs to the date fixed
for redemption (assuming all such dividends were to be declared), plus (iii) a
specified make whole premium.
Each share of REIT Preferred Stock will be exchanged automatically for one
newly issued share of preferred stock of the Bank having substantially the same
terms as the REIT Preferred Stock (the "9 1/8% Preferred Stock") if the
appropriate federal regulatory agency directs in writing such exchange because
(i) the Bank becomes "undercapitalized" under prompt corrective action
regulations, (ii) the Bank is placed into conservatorship or receivership or
(iii) the appropriate federal regulatory agency, in its sole discretion,
anticipates the Bank becoming "undercapitalized" in the near term. If issued,
the 9 1/8% Preferred Stock will rank on a parity with the Bank Preferred Stock.
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OTHER ACTIVITIES
Cal Fed Contingent Litigation Recovery Participation Interests. In July
1995, Old California Federal distributed to its common shareholders its
Contingent Litigation Recovery Participation Interests (the "Litigation
Interests"), each entitling the holder thereof to receive an amount (the
aggregate of such payments being referred to as the "Recovery Payment") equal
to five millionths of one percent (0.000005%) of the cash payment (the "Cash
Payment"), if any, actually received by the Bank pursuant to a final,
nonappealable judgment in or final settlement of its claim against the United
States in the lawsuit, California Federal Bank v. United States, Civil Action
No. 92-138C (the "California Federal Litigation"), after deduction of (i) the
aggregate expenses incurred by the Bank in prosecuting the California Federal
Litigation and obtaining such Cash Payment, including, but not limited to, a
portion of the annual salaries in the aggregate amount of $1,000,000, an
incentive fee in the amount of 0.25% of the aggregate value of the pre-tax
recovery from the California Federal Litigation, annual pension benefits
aggregating $1,325,000, and certain medical benefits and expenses, for Messrs.
Trafton and Fink under the Litigation Management Agreement, (ii) any income tax
liability of the Bank, computed on a pro forma basis, as a result of the Bank's
receipt of such Cash Payment (net of any income tax benefit to the Bank from
making the Recovery Payment, and disregarding for purposes of this clause (ii)
the effect of any net operating loss carryforwards or other tax attributes held
by the Bank or any of its subsidiaries or affiliated entities) and (iii) the
expenses incurred by the Bank in connection with the creation, issuance and
trading of the Litigation Interests, including without limitation, legal and
accounting fees and the fees and expenses of the interest agent.
Pursuant to the Merger Agreement, Cal Fed distributed to common
shareholders entitled to receive the merger consideration one-tenth of a
Secondary Contingent Litigation Recovery Participation Interest (each a
"Secondary Litigation Interest") for each share of Cal Fed common stock held.
Each Secondary Litigation Interest will entitle the holder thereof to receive
an amount equal to twenty millionths of one percent (0.000020%) of the
"Secondary Recovery Payment," if any, as defined below. "Secondary Recovery
Payment" means sixty percent (60%) of the amount obtained from the following
equation: (A) the Cash Payment, if any, actually received by the Bank in
respect of a final, nonappealable judgment in or final settlement of the
California Federal Litigation, minus (B) the sum of the following: (i) the
aggregate expenses incurred by the Bank in prosecuting the California Federal
Litigation and obtaining such Cash Payment, including, but not limited to, a
portion of the annual salaries in the aggregate amount of $1,000,000, an
incentive fee in the amount of 0.25% of the aggregate value of the pre-tax
recovery from the California Federal Litigation, annual pension benefits
aggregating $1,325,000, and certain medical benefits and expenses, for Messrs.
Trafton and Fink under the Litigation Management Agreement, (ii) any income tax
liability of the Bank, computed on a pro forma basis, as a result of the Bank's
receipt of such Cash Payment (net of any income tax benefit to the Bank,
computed on a pro forma basis, from the payment of a portion of the Secondary
Recovery Payment to the holders of Secondary Litigation Interests), (iii) the
expenses incurred by the Bank in connection with the creation, issuance and
trading of the Litigation Interests and the Secondary Litigation Interests,
including without limitation, legal and accounting fees and the fees and
expenses of the interest agent, (iv) the payment due to the holders of the
Litigation Interests and (v) one hundred twenty-five million dollars
($125,000,000). "Income tax liability of the Bank computed on a pro forma
basis" means the aggregate amount of any and all relevant items of income,
gain, loss, or deduction associated with the receipt by the Bank of the Cash
Payment multiplied by the highest, combined marginal rate of federal, state and
local income taxes in the relevant year and disregarding for purposes of such
computation the effect of any net operating loss carryforwards or other tax
attributes of the Bank or any of its subsidiaries or affiliated entities.
"Income tax benefit to the Bank computed on a pro forma basis" means the
aggregate amount of any and all relevant items of income, gain, loss, or
deduction associated with the payment by the Bank of the Secondary Recovery
Payment multiplied by the highest, combined marginal rate of federal, state and
local income taxes in the relevant year and disregarding for purposes of such
computation the effect of any net operating loss carryforwards or other tax
attributes of the Bank or any of its subsidiaries or affiliated entities. Any
distribution with respect to the Litigation Interests will be subject to the
OTS capital distribution regulations.
In the California Federal Litigation, the Bank alleges, among other
things, that the United States breached certain contractual commitments
regarding the computation of its regulatory capital for which the Bank seeks
damages and restitution. The Bank's claims arose from changes, mandated by the
Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA"),
with respect to the rules for computing Old California Federal's regulatory
capital.
On July 1, 1996, the United States Supreme Court issued its opinion for
United States v. Winstar Corporation, No. 95-865, which affirmed the decisions
of the United States Court of Appeals for the Federal Circuit and the United
States Court of Federal Claims in various consolidated cases (the "Winstar
Cases") granting summary judgment to the plaintiff thrift institutions on the
liability portion of their breach of contract claims against the United States.
The Supreme Court held that the government breached certain express contracts
when Congress enacted FIRREA, and the Supreme Court remanded the proceedings
for a determination of the appropriate measure and amount of damages, which to
date have not been awarded.
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On October 30, 1996, Old California Federal filed a motion for partial
summary judgment as to the Federal government's liability to the Bank for
breach of contract, which has been opposed by the Federal government in briefs
filed on December 30, 1996 and February 27, 1997. In addition, the government
filed a cross-motion for partial summary judgment as to certain liability
issues on December 30, 1996. A hearing on the motions for partial summary
judgment on liability was held on August 7, 1997. On December 22, 1997, a U.S.
Claims Court Judge ruled in favor of this motion to establish the government's
liability. The trial of the damages phase of the Bank's case is expected to
begin in early 1999.
In connection with the Cal Fed Acquisition, the Bank recorded as an asset
part of the estimated after-tax cash recovery from the California Federal
Litigation that will inure to the Bank, net of amounts payable to holders of
the Litigation Interests and the Secondary Litigation Interests in any such
recovery (the "Goodwill Litigation Asset"). The Goodwill Litigation Asset was
recorded at its estimated fair value of $100 million, net of estimated tax
liabilities, as of January 3, 1997, and is included in the audited consolidated
balance sheet as of December 31, 1997.
The Put Agreement
In connection with the FN Acquisition, Granite and the Bank entered into
the Put Agreement. Pursuant to the Put Agreement, the Bank had the right, on a
quarterly basis (the "Put Option"), to require Granite to purchase certain
commercial real estate loans, commercial real estate loans serviced by others
and 1-4 unit residential loans with an original principal balance greater than
$250,000, and to take certain actions to protect the Bank from losses with
respect to certain Letters of Credit ("LOC") transactions, in each case, only
if such asset was purchased by the Bank from Old FNB pursuant to the Asset
Purchase Agreement. The Put Option expired on November 30, 1996. The balance
available under the Put Agreement ($500 million) was fully utilized by the Bank
prior to the expiration of the Put Option.
The Assistance Agreement
The Texas Closed Banks were purchased effective December 28, 1988 pursuant
to five acquisition agreements and the Assistance Agreement among the FSLIC/RF,
the Bank, and certain affiliates of the Bank. The Assistance Agreement
generally provided for guaranteed yield amounts to be paid on the book value of
the Covered Assets, and paid for 90% of the losses incurred upon disposition of
the Covered Assets. The remaining 10% not reimbursed, net of 10% of all asset
recoveries and certain agreed-upon Covered Asset disposition fees ("Shared
Gain"), was remitted quarterly to the FSLIC/RF.
In 1995, the FDIC, acting as manager for the FSLIC/RF, exercised its right
under the Assistance Agreement to purchase substantially all of the remaining
Covered Assets at the fair market value of such assets (the "FDIC Purchase").
Under the terms of the Assistance Agreement, losses sustained by the Bank from
the FDIC Purchase were reimbursed by the FSLIC/RF. There was no material impact
on the consolidated financial statements of the Bank as a result of the FDIC
Purchase.
On August 19, 1996, the Bank and the FSLIC/RF executed an agreement which
resulted in the termination of the Assistance Agreement. As a result of the
agreement, the FSLIC/RF paid the Bank the remaining Covered Asset balance of
$39 million and, among other things, assumed the responsibility for the
disposition of several litigation matters involving Covered Assets which had
been retained by the Bank following the FDIC Purchase. The Bank recorded a gain
of $25.6 million as a result of this settlement.
FNMA Letters of Credit
On September 28, 1994, California Federal entered into an agreement with
FNMA pursuant to which FNMA provided credit enhancements for certain
bond-financed real estate projects originated by Old FNB. The agreement
requires that the Bank pledge to FNMA collateral in the form of certain
eligible securities which are held by a third party trustee. The collateral
requirement varies based on the balance of the bonds outstanding, losses
incurred (if any), as well as other factors. At December 31, 1997, California
Federal had pledged as collateral certain securities available for sale and
short-term investment securities with a carrying value of $78.2 million.
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FGB Realty Advisors, Inc.
FGB Realty Advisors, Inc. ("FGB Realty"), a wholly owned subsidiary of the
Bank, previously provided asset management, disposition and advisory services
to institutional owners of real estate. Fee revenues from unaffiliated parties
were $1.7 million, $10.1 million, and $14.0 million for the years ended
December 31, 1997, 1996, and 1995, respectively. These revenues are included in
management fees in the Company's respective consolidated statements of income.
During 1997, substantially all the asset management and disposition contracts
held by FGB Realty have expired, and operations of this subsidiary have
substantially ceased.
FN Investment Center
FN Investment Center ("FNIC"), a wholly owned subsidiary of the Bank which
was acquired as part of the FN Acquisition, offers securities and insurance
products to both existing and prospective customers of the Bank. FNIC is
subject to the guidelines established by the OTS for broker-dealer subsidiaries
of savings associations, and is a member of the National Association of
Securities Dealers. In addition, FNIC is registered as a broker-dealer with the
Securities and Exchange Commission and the Securities Investor Protection
Corporation. FNIC receives commission revenue for acting as a broker-dealer on
behalf of its customers, but FNIC does not maintain customer accounts or take
possession of customer securities. Commission revenues of $27.5 million, $10.0
million and $8.5 million for the years ended December 31, 1997, 1996 and 1995,
respectively, are included in fees and service charges in the Company's
consolidated statements of income for such years.
DIVIDEND POLICY OF THE BANK
The dividend policy of the Bank complies with applicable legal and
regulatory restrictions. Before declaring any dividend, the directors of the
Bank consider the following factors: (i) the quality and stability of the
Bank's net income, (ii) the availability of liquid assets to make dividend
payments, (iii) the level of earnings retention as it impacts the Bank's
capital needs and projected growth and funding levels, both internal and
external, and (iv) the adequacy of capital after the payment of a dividend.
Under the Bank's dividend policy, a dividend will not be declared or paid which
would: (i) cause the capital level of the Bank to be reduced below "adequately
capitalized" levels, or (ii), together with any other dividends declared during
the same calendar year, exceed 100% of the net income to date for that calendar
year plus 50% of the Bank's surplus capital at the beginning of that calendar
year, so long as the Bank is a Tier 1 association (as defined herein).
EMPLOYEES
Parent Holdings and FN Holdings have no employees.
At December 31, 1997, California Federal and its subsidiaries had 5,235
employees, compared to 3,547 employees at December 31, 1996. None of the Bank's
employees is represented by any collective bargaining group and management
considers its relations with its employees to be good. The Bank maintains a
comprehensive employee benefits program providing, among other benefits, health
and welfare benefits, long and short-term disability insurance, and life
insurance. Additionally, the Bank offers employees a defined contribution
investment plan which is a qualified plan under Section 401(a) of the Internal
Revenue Code.
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COMPETITION
The Company experiences significant competition in both attracting and
retaining deposits and in originating real estate and consumer loans.
The Company, through the Bank, competes with other savings associations,
commercial banks, insurance companies, credit unions, savings and loan
associations, money market mutual funds and brokerage firms in attracting and
retaining deposits. Competition for deposits from large commercial banks is
particularly strong. Many of the nation's savings associations and commercial
banks have a significant number of branch offices in the areas in which the
Bank operates.
In addition, there is strong competition in originating and purchasing
real estate and consumer loans, principally from other savings and loan
associations, commercial banks, mortgage banking companies, insurance
companies, consumer finance companies, pension funds and commercial finance
companies. The primary factors in competing for loans are the quality and
extent of service to borrowers and brokers, economic factors such as interest
rates, interest rate caps, rate adjustment provisions, loan maturities, LTV
ratios, loan fees, and the amount of time it takes to process a loan from
receipt of the loan application to date of funding. The Company's future
performance will depend on its ability to originate a sufficient volume of
mortgage loans in its local market areas and through its wholesale network and,
if it is unable to originate a sufficient volume of mortgage loans, to purchase
a sufficient quantity of high-quality mortgage-backed securities with adequate
yields.
REGULATION
General
Parent Holdings is a savings and loan holding company within the meaning
of the HOLA and, as such, is registered with the OTS and is subject to
comprehensive OTS regulation. The Bank is a federally chartered and insured
stock savings bank subject to extensive regulation and supervision by the OTS,
as the primary federal regulator of savings associations, and the FDIC, as the
administrator of the SAIF.
The federal banking laws contain numerous provisions affecting various
aspects of the business and operations of savings associations and savings and
loan holding companies. The following description of statutory and regulatory
provisions and proposals, which is not intended to be a complete description of
these provisions or their effects on Parent Holdings or the Bank, is qualified
in its entirety by reference to the particular statutory or regulatory
provisions or proposals. The primary purpose of the statutory and regulatory
scheme is to protect deposits, the financial institutions and the financial
system as a whole.
REGULATION OF PARENT HOLDINGS
Holding Company Acquisitions
Parent Holdings is a registered savings and loan holding company. The HOLA
and OTS regulations thereunder generally prohibit a savings and loan holding
company, without prior OTS approval, from acquiring, directly or indirectly,
the ownership or control of any other savings association or savings and loan
holding company, or all, or substantially all, of the assets or more than 5% of
the voting shares thereof. These provisions also prohibit, among other things,
any director or officer of a savings and loan holding company, or any
individual who owns or controls more than 25% of the voting shares of such
holding company, from acquiring control of any savings association not a
subsidiary of such savings and loan holding company, unless the acquisition is
approved by the OTS.
Holding Company Activities
Parent Holdings currently operates as a unitary savings and loan holding
company. Generally, there are limited restrictions on the activities of a
unitary savings and loan holding company and its non-savings association
subsidiaries. If Parent Holdings ceases to be a unitary savings and loan
holding company, by, for example, acquiring another savings association in a
non-supervisory transaction, the activities of Parent Holdings and its
non-savings association subsidiaries would thereafter be subject to substantial
restrictions. In addition, proposed legislation that would eliminate
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the savings association charter could also remove protections from activity
restrictions currently accorded a unitary savings and loan holding company in
the absence of appropriate "grandfather" provisions. See "--Regulation of the
Bank --Savings Association Charter."
Dividends
The HOLA requires every savings association subsidiary of a savings and
loan holding company to give the OTS at least a 30 day advance notice of any
proposed dividends to be made on its guarantee, permanent or other
non-withdrawable stock. Dividends declared in violation of such notice
requirement are invalid. See "--Regulation of the Bank--Capital Distribution
Regulation."
Affiliate Restrictions
Transactions between a savings association and its "affiliates" are
subject to quantitative and qualitative restrictions under Sections 23A and 23B
of the Federal Reserve Act. Affiliates of a savings association include, among
other entities, the savings association's holding company and non-banking
companies that are under common control with the savings association. In
general, the restrictions of Sections 23A and 23B do not apply to transactions
between a savings association and its parent, subsidiary or sister
organizations that themselves are banks or savings associations.
In general, Sections 23A and 23B and OTS regulations issued in connection
therewith limit the extent to which a savings association or its subsidiaries
may engage in certain "covered transactions" with affiliates to an amount equal
to 10% of the association's capital and surplus, in the case of covered
transactions with any one affiliate, and to an amount equal to 20% of such
capital and surplus, in the case of covered transactions with all affiliates.
In addition, a savings association and its subsidiaries may engage in covered
transactions and certain other transactions only on terms and under
circumstances that are substantially the same, or at least as favorable to the
savings association or its subsidiary, as those prevailing at the time for
comparable transactions with nonaffiliated companies. A "covered transaction"
is defined to include a loan or extension of credit to an affiliate; a purchase
of investment securities issued by an affiliate; with certain exceptions, a
purchase of assets from an affiliate; the acceptance of securities issued by an
affiliate as collateral for a loan or extension of credit to any party; or the
issuance of a guarantee, acceptance or letter of credit on behalf of an
affiliate.
In addition, a savings association may not make a loan or extension of
credit to an affiliate unless the affiliate is engaged only in activities
permissible for bank holding companies; a savings association may not purchase
or invest in securities of an affiliate other than shares of a subsidiary; a
savings association and its subsidiaries may not purchase a low-quality asset
from an affiliate; and covered transactions and certain other transactions
between a savings association or its subsidiaries and an affiliate must be on
terms and conditions that are consistent with safe and sound banking practices.
With certain exceptions, each loan or extension of credit by a savings
association to an affiliate must be secured by collateral with a market value
ranging from 100% to 130% (depending on the type of collateral) of the amount
of the loan or extension of credit.
REGULATION OF THE BANK
Regulatory System
As a federal savings bank, lending activities and other investments of the
Bank must comply with various statutory and regulatory requirements. California
Federal is regularly examined by the OTS and must file periodic reports
concerning its activities and financial condition.
Although the OTS is the Bank's primary regulator, the FDIC has "backup
enforcement authority" over the Bank. The Bank's eligible deposit accounts are
insured by the FDIC under the SAIF, up to applicable limits.
Federal Home Loan Banks
California Federal is a member of the FHLBS. Among other benefits, FHLB
membership provides the Bank with a central credit facility, from which it may
borrow generally on a secured basis in amounts determined by reference to
available collateral. The Bank is required to own capital stock in the FHLB in
an amount equal to the greater of: (i) 1%
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of its aggregate outstanding principal amount of its residential mortgage
loans, home purchase contracts and similar obligations at the beginning of each
calendar year, (ii) 0.3% of total assets, or (iii) 5% of its FHLB advances
(borrowings).
Liquid Assets
Under OTS regulations, for each calendar quarter, a savings bank is
required to maintain an average daily balance of liquid assets (including cash,
certain time deposits and savings accounts, bankers' acceptances, certain
government obligations and certain other investments) not less than a specified
percentage of the average daily balance of its net withdrawable accounts plus
short-term borrowings (its liquidity base) during the preceding calendar month.
This liquidity requirement, which currently equals 4% (having been lowered from
5% on November 24, 1997), may be changed from time to time by the OTS to any
amount between 4% and 10%, depending upon certain factors. The Bank has
maintained liquid assets in compliance with the regulations in effect
throughout 1997, 1996 and 1995.
Regulatory Capital Requirements
OTS capital regulations require savings banks to satisfy minimum capital
standards: risk-based capital requirements, a leverage requirement and a
tangible capital requirement. Savings banks must meet each of these standards
in order to be deemed in compliance with OTS capital requirements. In addition,
the OTS may require a savings association to maintain capital above the minimum
capital levels.
All savings associations are required to meet a minimum risk-based capital
requirement of total capital (core capital plus supplementary capital) equal to
8% of risk-weighted assets (which includes the credit risk equivalents of
certain off-balance sheet items). In calculating total capital for purposes of
the risk-based requirement, supplementary capital may not exceed 100% of core
capital. Under the leverage requirement, a savings association is required to
maintain core capital equal to a minimum of 3% of adjusted total assets. The
OTS and the other banking agencies recently proposed to amend the minimum
capital requirements to establish a minimum leverage requirement of 4% for all
but the strongest savings associations, which is consistent with the
requirements for an "adequately capitalized" institution, under the prompt
corrective action provisions of the OTS regulations. See "--Prompt Corrective
Action." A savings association is also required to maintain tangible capital in
an amount at least equal to 1.5% of its adjusted total assets.
Under OTS regulations, a savings association with a greater than "normal"
level of interest rate exposure must deduct an interest rate risk ("IRR")
component in calculating its total capital for purposes of determining whether
it meets its risk-based capital requirement. Interest rate exposure is
measured, generally, as the decline in an institution's net portfolio value
that would result from a 200 basis point increase or decrease in market
interest rates (whichever would result in lower net portfolio value), divided
by the estimated economic value of the savings association's assets. The
interest rate risk component to be deducted from total capital is equal to
one-half of the difference between an institution's measured exposure and
"normal" IRR exposure (which is defined as 2%), multiplied by the estimated
economic value of the institution's assets. In August 1995, the OTS
indefinitely delayed implementation of its IRR regulation; however, based on
internal measures of interest rate risk at December 31, 1997, the Bank would
not have been required to deduct an IRR component in calculating total
risk-based capital had the IRR component of the capital regulations been in
effect.
These capital requirements are viewed as minimum standards by the OTS, and
most institutions are expected to maintain capital levels well above the
minimum. In addition, the OTS regulations provide that minimum capital levels
higher than those provided in the regulations may be established by the OTS for
individual savings associations upon a determination that the savings
association's capital is or may become inadequate in view of its circumstances.
The OTS regulations provide that higher individual minimum regulatory capital
requirements may be appropriate in circumstances where, among others: (1) a
savings association has a high degree of exposure to interest rate risk,
prepayment risk, credit risk, concentration of credit risk, certain risks
arising from nontraditional activities, or similar risks or a high proportion
of off-balance sheet risk; (2) a savings association is growing, either
internally or through acquisitions, at such a rate that supervisory problems
are presented that are not dealt with adequately by OTS regulations; and (3) a
savings association may be adversely affected by activities or conditions of
its holding company, affiliates, subsidiaries or other persons or savings
associations with which it has significant business relationships. The Bank is
not subject to any such individual minimum regulatory capital requirement.
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California Federal's total capital to risk-based assets ratio was 11.93%,
its core capital to risk-based assets ratio was 10.14%, its leverage capital
ratio was 5.65% and its tangible capital ratio was 5.65% at December 31, 1997.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Capital Resources."
Certain Consequences of Failure to Comply with Regulatory Capital
Requirements
A savings association's failure to maintain capital at or above the
minimum capital requirements may be deemed an unsafe and unsound practice and
may subject the savings association to enforcement actions and other
proceedings. Any savings association not in compliance with all of its capital
requirements is required to submit a capital plan that addresses the
association's need for additional capital and meets certain additional
requirements. While the capital plan is being reviewed by the OTS, the savings
association must certify, among other things, that it will not, without the
approval of its appropriate OTS Regional Director, grow beyond net interest
credited or make capital distributions. If a savings association's capital plan
is not approved, the association will become subject to additional growth and
other restrictions. In addition, the OTS, through a capital directive or
otherwise, may restrict the ability of a savings association not in compliance
with the capital requirements to pay dividends and compensation, and may
require such association to take one or more of certain corrective actions,
including, without limitation: (i) increasing its capital to specified levels,
(ii) reducing the rate of interest that may be paid on savings accounts, (iii)
limiting receipt of deposits to those made to existing accounts, (iv) ceasing
issuance of new accounts of any or all classes or categories except in exchange
for existing accounts, (v) ceasing or limiting the purchase of loans or the
making of other specified investments, and (vi) limiting operational
expenditures to specified levels.
The HOLA permits savings associations not in compliance with the OTS
capital standards to seek an exemption from certain penalties or sanctions for
noncompliance. Such an exemption will be granted only if certain strict
requirements are met, and must be denied under certain circumstances. If an
exemption is granted by the OTS, the savings association still may be subject
to enforcement actions for other violations of law or unsafe or unsound
practices or conditions.
Prompt Corrective Action
The prompt corrective action regulation of the OTS, promulgated under
FDICIA, requires certain mandatory actions and authorizes certain other
discretionary actions to be taken by the OTS against a savings association that
falls within certain undercapitalized capital categories specified in the
regulation.
The regulation establishes five categories of capital classification:
"well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized." Under the
regulation, the ratio of total capital to risk-weighted assets, core capital to
risk-weighted assets and the leverage capital ratio are used to determine an
association's capital classification. The Bank met the capital requirements of
a "well capitalized" institution under the FDICIA prompt corrective action
standards as of December 31, 1997. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Capital Resources."
In general, the prompt corrective action regulation prohibits an insured
depository institution from declaring any dividends, making any other capital
distribution, or paying a management fee to a controlling person if, following
the distribution or payment, the institution would be within any of the three
undercapitalized categories. In addition, adequately capitalized institutions
may accept Brokered Deposits only with a waiver from the FDIC and are subject
to restrictions on the interest rates that can be paid on such deposits.
Undercapitalized institutions may not accept, renew or roll-over Brokered
Deposits.
Savings associations that are classified as undercapitalized are subject
to certain mandatory supervisory actions, including: (i) increased monitoring
by the appropriate federal banking agency for the association and periodic
review of the association's efforts to restore its capital, (ii) a requirement
that the association submit a capital restoration plan acceptable to the
appropriate federal banking agency and implement that plan, and that each
company having control of the association guarantee compliance with the capital
restoration plan in an amount not exceeding the lesser of 5% of the
association's total assets at the time it received notice of being
undercapitalized, or the amount necessary to bring the association into
compliance with applicable capital standards at the time it fails to comply
with the plan, and (iii) a limitation on the association's ability to make any
acquisition, open any new branch offices, or engage in any new line of business
without the prior approval of the appropriate federal banking agency for the
institution or the FDIC.
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The regulation also provides that the OTS may take any of certain
additional supervisory actions against an undercapitalized association if the
agency determines that such actions are necessary to resolve the problems of
the association at the least possible long-term cost to the deposit insurance
fund. These supervisory actions include: (i) requiring the association to raise
additional capital or be acquired by another association or holding company if
certain grounds exist, (ii) restricting transactions between the association
and its affiliates, (iii) restricting interest rates paid by the association on
deposits, (iv) restricting the association's asset growth or requiring the
association to reduce its assets, (v) requiring replacement of senior executive
officers and directors, (vi) requiring the association to alter or terminate
any activity deemed to pose excessive risk to the association, (vii)
prohibiting capital distributions by bank holding companies without prior
approval by the Board of Governors of the Federal Reserve Board (the "FRB"),
(viii) requiring the association to divest certain subsidiaries, or requiring
the association's holding company to divest the association or certain
affiliates of the association, and (ix) taking any other supervisory action
that the agency believes would better carry out the purposes of the prompt
corrective action provisions of FDICIA.
Savings associations classified as undercapitalized that fail to submit a
timely, acceptable capital restoration plan or fail to implement such a plan
are subject to the same supervisory actions as significantly undercapitalized
associations. Significantly undercapitalized associations are subject to the
mandatory provisions applicable to undercapitalized associations. The
regulation also makes mandatory for significantly undercapitalized associations
certain of the supervisory actions that are discretionary for associations
classified as undercapitalized, creates a presumption in favor of certain
discretionary supervisory actions, and subjects significantly undercapitalized
associations to additional restrictions, including a prohibition on paying
bonuses or raises to senior executive officers without the prior written
approval of the appropriate federal bank regulatory agency. In addition,
significantly undercapitalized associations may be subjected to certain of the
restrictions applicable to critically undercapitalized associations.
The regulation requires that an association be placed into conservatorship
or receivership within 90 days after it becomes critically undercapitalized,
unless the OTS, with the concurrence of the FDIC, determines that other action
would better achieve the purposes of the prompt corrective action provisions of
FDICIA. Any such determination must be renewed every 90 days. A savings
association also must be placed into receivership if the association continues
to be critically undercapitalized, on average, during the fourth quarter after
the association initially became critically undercapitalized, unless the
association's federal bank regulatory agency, with the concurrence of the FDIC,
makes certain positive determinations with respect to the association.
Critically undercapitalized associations are also subject to the
restrictions generally applicable to significantly undercapitalized
associations and to a number of other severe restrictions. For example,
beginning 60 days after becoming critically undercapitalized, such associations
may not pay principal or interest on subordinated debt without the prior
approval of the FDIC. (However, the regulation does not prevent unpaid interest
from accruing on subordinated debt under the terms of the debt instrument, to
the extent otherwise permitted by law.) In addition, critically
undercapitalized associations may be prohibited from engaging in a number of
activities, including entering into certain transactions or paying interest
above a certain rate on new or renewed liabilities.
If the OTS determines that an association is in an unsafe or unsound
condition, or if the association is deemed to be engaging in an unsafe or
unsound practice, the OTS may, if the association is well-capitalized,
reclassify it as adequately capitalized; if the association is adequately
capitalized, require it to comply with restrictions applicable to
undercapitalized associations; and, if the association is undercapitalized,
require it to comply with certain restrictions applicable to significantly
undercapitalized associations.
Conservatorship/Receivership
In addition to the grounds discussed under "--Prompt Corrective Action,"
the OTS (and, under certain circumstances, the FDIC) may appoint a conservator
or receiver for a savings association if any one or more of a number of
circumstances exist, including, without limitation, the following: (i) the
association's assets are less than its obligations to creditors and others,
(ii) a substantial dissipation of assets or earnings due to any violation of
law or any unsafe or unsound practice, (iii) an unsafe or unsound condition to
transact business, (iv) a willful violation of a final cease-and-desist order,
(v) the concealment of the association's books, papers, records or assets or
refusal to submit such items for inspection to any examiner or lawful agent of
the OTS or FDIC, (vi) the association is likely to be unable to pay its
obligations or meet its depositors' demands in the normal course of business,
(vii) the association has incurred, or is likely to incur, losses that will
deplete all or substantially all of its capital, and there is no reasonable
prospect for
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<PAGE>
the association to become adequately capitalized without federal assistance,
(viii) any violation of law or unsafe or unsound practice that is likely to
cause insolvency or substantial dissipation of assets or earnings, weaken the
association's condition, or otherwise seriously prejudice the interests of the
association's depositors or the federal deposit insurance fund, (ix) the
association consents to the appointment of the conservator or receiver, (x) the
association ceases to be an insured association, (xi) the association is
undercapitalized and the association has no reasonable prospect of becoming
adequately capitalized, fails to become adequately capitalized when required to
do so, fails to submit a timely and acceptable capital restoration plan, or
materially fails to implement an accepted capital restoration plan, (xii) the
association is critically undercapitalized or otherwise has substantially
insufficient capital, or (xiii) the association is found guilty of certain
criminal offenses related to money laundering.
Liability of Commonly Controlled Depository Institutions
In general, savings associations and other depository institutions can be
held liable for any loss which the FDIC incurs or reasonably anticipates
incurring in connection with either the default of a commonly controlled
depository institution or any assistance provided by the FDIC to a commonly
controlled institution in danger of default. A depository institution is
required to pay the amount of such liability upon receipt of written notice
from the FDIC unless such written notice is received more than two years from
the date the FDIC incurred the loss. Liability for the losses of commonly
controlled institutions can lead to the failure of all depository institutions
in a holding company structure if the remaining institutions are unable to pay
the liability assessed by the FDIC.
In general, for purposes of this provision, depository institutions are
deemed to be "commonly controlled" if they are controlled by the same holding
company or if one depository institution is controlled by another; "default" of
a depository institution occurs when there is an official determination
pursuant to which a conservator, receiver or other legal custodian is appointed
for the institution; and a depository institution is deemed to be "in danger of
default" when its federal or state supervisory agency determines that the
institution is not likely to be able to meet the demands of its depositors or
pay its obligations in the normal course of business and there is no reasonable
prospect that it will be able to do so, or determines that the institution has
incurred or is likely to incur losses that will deplete substantially all of
its capital and there is no reasonable prospect that the institution's capital
can be replenished without federal assistance. The Bank is not currently under
common control with any other depository institution.
Enforcement Powers
The OTS and, under certain circumstances, the FDIC, have substantial
enforcement authority with respect to savings associations, including authority
to bring various enforcement actions against a savings association and any of
its "institution-affiliated parties" (a term defined to include, among other
persons, directors, officers, employees, controlling stockholders, agents and
shareholders who participate in the conduct of the affairs of the institution).
This enforcement authority includes, without limitation: (i) the ability to
terminate a savings association's deposit insurance, (ii) institute
cease-and-desist proceedings, (iii) bring suspension, removal, prohibition and
criminal proceedings against institution-affiliated parties, and (iv) assess
substantial civil money penalties. As part of a cease-and-desist order, the
agencies may require a savings association or an institution-affiliated party
to take affirmative action to correct conditions resulting from that party's
actions, including to make restitution or provide reimbursement,
indemnification or guarantee against loss; restrict the growth of the
institution; and rescind agreements and contracts.
Capital Distribution Regulation
In addition to the prompt corrective action restriction on paying
dividends described above, OTS regulations limit certain "capital
distributions" by savings associations. Capital distributions are defined to
include, in part, dividends and payments for stock repurchases and cash-out
mergers.
Under the regulation, an association that meets its fully phased-in
capital requirements both before and after a proposed distribution and has not
been notified by the OTS that it is in need of more than normal supervision (a
"Tier 1 association") may, after prior notice to but without the approval of
the OTS, make capital distributions during a calendar year up to the higher of:
(i) 100% of its net income to date during the calendar year plus the amount
that would reduce by one-half its surplus capital ratio at the beginning of the
calendar year, or (ii) 75% of its net income over the most recent four-quarter
period. A Tier 1 association may make capital distributions in excess of the
above amount if it gives notice to the OTS and the OTS does not object to the
distribution. A savings association that meets its regulatory
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capital requirements both before and after a proposed distribution but does not
meet its fully phased-in capital requirement (a "Tier 2 association") is
authorized, after prior notice to the OTS but without OTS approval, to make
capital distributions in an amount up to 75% of its net income over the most
recent four-quarter period, taking into account all prior distributions during
the same period. Any distribution in excess of this amount must be approved in
advance by the OTS. A savings association that does not meet its current
regulatory capital requirements (a "Tier 3 association") cannot make any
capital distribution without prior approval from the OTS, unless the capital
distribution is consistent with the terms of a capital plan approved by the
OTS.
At December 31, 1997, the Bank qualified as a Tier 1 association for
purposes of the capital distribution rule. The OTS may prohibit a proposed
capital distribution that would otherwise be permitted if the OTS determines
that the distribution would constitute an unsafe or unsound practice. The
requirements of the capital distribution regulation supersede less stringent
capital distribution restrictions in earlier agreements or conditions.
The OTS has proposed to amend its capital distribution regulation to
conform its requirements to the OTS prompt corrective action regulation. Under
the proposed regulation, an association that would remain at least adequately
capitalized after making a capital distribution, and that was owned by a
holding company, would be required to provide notice to the OTS prior to making
a capital distribution. "Troubled" associations and undercapitalized
associations would be allowed to make capital distributions only by filing an
application and receiving OTS approval, and such applications would be approved
under certain limited circumstances.
Qualified Thrift Lender Test
In general, savings associations are required to maintain at least 65% of
their portfolio assets in certain qualified thrift investments (which consist
primarily of loans and other investments related to residential real estate and
certain other assets). A savings association that fails the qualified thrift
lender test is subject to substantial restrictions on activities and to other
significant penalties.
Legislation permits a savings association to qualify as a qualified thrift
lender ("QTL") not only by maintaining 65% of portfolio assets in qualified
thrift investments (the "QTL test") but also, in the alternative, by meeting
the asset composition test under the Internal Revenue Code for a "domestic
building and loan association." The Bank currently is a domestic building and
loan association as defined in the Internal Revenue Code and, consequently is a
QTL for purposes of HOLA.
Legislation enacted in 1996 also expands the QTL test to provide savings
associations with greater authority to lend and diversify their portfolios. In
particular, credit card and educational loans may now be made by savings
associations without regard to any percentage-of-assets limit, and commercial
loans may be made in an amount up to 10 percent of total assets, plus an
additional 10 percent for small business loans. Loans for personal, family, and
household purposes (other than credit card, small business, and educational
loans) are now included without limit with other assets that, in the aggregate,
may account for up to 20% of total assets. At December 31, 1997 under the
expanded QTL test, approximately 94.01% of the Bank's portfolio assets were
qualified thrift investments.
FDIC Assessments
The deposits of the Bank are insured by the SAIF of the FDIC, up to
applicable limits, and are subject to deposit premium assessments by the SAIF.
Under the FDIC's risk-based insurance system, SAIF-assessed deposits are
currently subject to insurance premiums of between 0 and 27 basis points,
depending upon the institution's capital position and other supervisory
factors. The rate applicable to the Bank at December 31, 1997 was 0 basis
points.
Since January 1997, institutions with Bank Insurance Fund ("BIF") deposits
have been required to share the cost of funding debt obligations issued by the
Financing Corporation ("FICO"), a corporation established by the federal
government in 1987 to finance the recapitalization of FSLIC. However, until the
earlier of December 31, 1999 or the date of elimination of the thrift charter
(see "--Savings Association Charter"), the FICO assessment rate for BIF
deposits is only one-fifth of the rate applicable to SAIF deposits.
Consequently, the annual FICO assessments to be added to deposit insurance
premiums, which may be periodically adjusted, are expected to equal
approximately 6.4 basis points for SAIF deposits and 1.3 basis points for BIF
deposits from January 1, 1997 through December 31, 1999, and an equal
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<PAGE>
amount for both BIF and SAIF deposits thereafter. Since January 1, 1997, FICO
payments have been paid directly by SAIF and BIF institutions in addition to
deposit insurance assessments.
Savings Association Charter
Congress has been considering legislation in various forms that would
require federal thrifts, such as the Bank, to convert their charters to
national bank charters. In the absence of appropriate "grandfather" provisions,
legislation eliminating the savings association charter could have a material
adverse effect on the Bank and its parent holding companies because, among
other things, these holding companies engage in activities that are not
permissible for bank holding companies and the regulatory capital and
accounting treatment for banks and savings associations differs in certain
significant respects. The Bank cannot determine whether, or in what form, such
legislation may eventually be enacted and there can be no assurance that any
legislation that is enacted would contain adequate grandfather rights for the
Bank and its parent holding companies.
Non-Investment Grade Debt Securities
Savings associations and their subsidiaries are prohibited from investing
in any corporate debt security that, at the time of acquisition, is not rated
in one of the four highest rating categories by at least one nationally
recognized statistical rating organization. The Bank does not own any
non-investment grade debt securities.
Community Reinvestment Act and the Fair Lending Laws
Savings associations have a responsibility under the Community
Reinvestment Act ("CRA") and related regulations of the OTS to help meet the
credit needs of their communities, including low- and moderate-income
neighborhoods. In addition, the Equal Credit Opportunity Act and the Fair
Housing Act (together, the "Fair Lending Laws") prohibit lenders from
discriminating in their lending practices on the basis of characteristics
specified in those statutes. An association's failure to comply with the
provisions of CRA could, as a minimum, result in regulatory restrictions on its
activities, and failure to comply with the Fair Lending Laws could result in
enforcement actions by the OTS, as well as other federal regulatory agencies
and the Department of Justice.
Change of Control
Subject to certain limited exceptions, no company can acquire control of a
savings association without the prior approval of the OTS, and no individual
may acquire control of a savings association if the OTS objects. Any company
that acquires control of a savings association becomes a savings and loan
holding company subject to extensive registration, examination and regulation
by the OTS. Conclusive control exists, among other ways, when an acquiring
party acquires more than 25% of any class of voting stock of a savings
association or savings and loan holding company, or controls in any manner the
election of a majority of the directors of the company. In addition, a
rebuttable presumption of control exists if, among other things, a person
acquires more than 10% of any class of voting stock of the savings association
or savings and loan holding company (or 25% of any class of stock, whether or
not voting) and, in either case, any of certain additional control factors
specified in OTS regulations exist.
Under 1996 legislation, companies subject to the Bank Holding Company Act
that acquire or own savings associations are no longer defined as savings and
loan holding companies under the HOLA and, therefore, are not generally subject
to supervision and regulation by the OTS. OTS approval is no longer required
for a bank holding company to acquire control of an existing savings
association, although the OTS has a consultative role with the FRB in
examination, enforcement and acquisition matters.
TAXATION
For federal income tax purposes, Parent Holdings is included in the Mafco
Group and accordingly, its federal taxable income and loss will be included in
the consolidated federal income tax return filed by Mafco Holdings. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Provision for Federal and State Income Taxes."
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ITEM 2. PROPERTIES
The Company neither owns nor leases any properties directly. The executive
offices of the Bank are located at 135 Main Street, San Francisco, California,
94105, and its telephone number is (415) 904-0100. The Bank leases
approximately 92,000 square feet in the building in which its executive offices
are located, under a ten-year lease expiring in 2001. In addition, the Bank
leases approximately 216,000 square feet in a multiple-building administrative
facility in West Sacramento, California under a ten-year lease expiring in
2001. The Bank leases additional administrative office space in Dallas which
includes approximately 46,000 square feet of space under a lease expiring in
1999.
As part of the Cal Fed Acquisition, the Bank assumed the lease on
executive offices and an office building of approximately 513,000 square feet.
The Bank vacated all but approximately 44,000 square feet of this facility
during the first half of 1997. The office lease was to expire in 2007, however,
the Bank terminated its remaining liability on all space other than
approximately 44,000 square feet by payment of approximately $28 million. The
lease on the remaining 44,000 square feet terminates in 2003. In addition, Old
California Federal had certain operating and administrative departments in a
leased facility containing approximately 225,000 square feet located in
Rosemead, California. The Bank vacated the Rosemead facility during the first
half of 1997. The Rosemead lease expires in 2008.
At December 31, 1997, California Federal operated a total of 225 retail
branches and maintained 22 vacant branch facilities which were consolidated as
a result of the Branch Purchases (as defined herein), the 1996 Acquisitions,
the Cal Fed Acquisition and various consolidations of operations to West
Sacramento. Of the 225 total operating retail branches, 62 were owned and 163
were leased. Some of these retail branches are multi-purpose facilities,
housing loan production and administrative facilities in addition to retail
space. Of the 22 vacant facilities (one owned and 21 leased, all in
California), 14 locations have been subleased.
At December 31, 1997, there were 16 separate loan production offices, all
of which were leased, and which include three offices housing operations
acquired in the LMUSA Purchases and 13 offices housing wholesale lending
operations.
There are no vacant loan production facilities at December 31, 1997.
In addition, the Bank operated 11 separate administrative facilities (two
owned and nine leased) and maintained 13 vacant administrative facilities (five
owned and eight leased). Of the 13 vacant administrative facilities, eight were
subleased. The administrative facilities include a 230,000 square foot owned
building in Frederick, Maryland, which houses FNMC's operations and
approximately 39,000 square feet of leased space in Dallas, which houses Auto
One. A state-by-state breakdown of all retail branches, administrative
facilities and loan production offices operated by the Bank at December 31,
1997 is shown in the following table:
<TABLE>
<CAPTION>
Administrative Loan Production
Branches Facilities Facilities
---------------------- ---------------------- ----------------------
Owned Leased Vacant Owned Leased Vacant Owned Leased Vacant
----- ------ ------ ----- ------ ------ ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Arizona -- -- -- -- 1 -- -- 2 --
California 55 139 22 1 4 10 -- 4 --
Florida 6 18 -- -- 1 1 -- 1 --
Georgia -- -- -- -- -- -- -- 1 --
Illinois -- -- -- -- -- 1 -- 1 --
Maryland -- -- -- 1 -- -- -- 1 --
Minnesota -- -- -- -- -- -- -- 1 --
Montana -- -- -- -- 1 -- -- -- --
Nevada 1 6 -- -- -- -- -- 1 --
Pennsylvania -- -- -- -- -- -- -- 1 --
Texas -- -- -- -- 2 1 -- 1 --
Washington -- -- -- -- -- -- -- 2 --
--- --- --- --- --- --- --- --- ---
Total 62 163 22 2 9 13 -- 16 --
=== === === === === === === === ===
</TABLE>
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<PAGE>
In April 1995, FNMC closed substantially all of its retail mortgage loan
production offices. Costs associated with such closure approximated $2 million
and are included in noninterest expense in the Company's 1995 consolidated
statement of income. On a continuing basis, the Bank evaluates the adequacy of
its office premises. As a result, surplus office facilities may be sold or
subleased to maintain cost-effective operations and minimize vacant facilities.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in legal proceedings on claims incidental to the
normal conduct of its business. See also "Business--Other Activities--Cal Fed
Contingent Litigation Recovery Participation Interests." Although it is
impossible to predict the outcome of any outstanding legal proceedings,
management believes that such legal proceedings and claims, individually or in
the aggregate, will not have a material effect on Parent Holdings or the Bank.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Ronald O. Perelman, a Director of the Bank and Chairman of the Board,
Chief Executive Officer and a Director of the Company, 35 East 62nd Street, New
York, New York 10021, through MacAndrews Holdings, beneficially owns all of the
outstanding common stock of Parent Holdings. No other director, executive
officer or other person beneficially owns any shares of common stock of Parent
Holdings.
MacAndrews & Forbes beneficially owns all shares of the common stock of
Parent Holdings. As a result, MacAndrews & Forbes is able to direct and control
the policies of the Company, California Federal and its subsidiaries, including
mergers, sales of assets and similar transactions.
MacAndrews & Forbes is a diversified holding company with interests in
several industries. Through its 83% ownership of Revlon, Inc. ("Revlon"),
MacAndrews & Forbes is engaged in the cosmetics and skin care, fragrance and
personal care products business. MacAndrews & Forbes also owns 82% of The
Coleman Company, Inc. ("Coleman"), which is engaged in the manufacture and
marketing of recreational outdoor products, portable generators, spas and hot
tubs, and 65% of Meridian Sports Incorporated ("Meridian Sports"), a
manufacturer and marketer of specialized boats and water sports equipment. On
February 27, 1998, MacAndrews & Forbes entered into an agreement with Sunbeam
Corporation pursuant to which MacAndrews & Forbes' ownership interest in
Coleman will be sold to Sunbeam Corporation. The sale is expected to be
consummated in late March or early April 1998. Through its 64% ownership of
Consolidated Cigar Holdings Inc. ("Cigar Holdings"), MacAndrews & Forbes is
engaged in the manufacture and distribution of cigars and pipe tobacco. Through
its 36% ownership of M&F Worldwide Corp. ("MFW") (assuming conversion of
certain preferred stock), MacAndrews & Forbes is in the business of processing
licorice and other flavors. On December 18, 1997, MacAndrews & Forbes entered
into an agreement pursuant to which MacAndrews & Forbes will acquire a
controlling interest in Panavision Inc., a manufacturer and supplier of film
camera systems to the motion picture and television industries. MacAndrews &
Forbes is also in the financial services business through the Bank. The
principal executive offices of MacAndrews & Forbes are located at 35 East 62nd
Street, New York, New York 10021.
Dividends
During 1997, 1996 and 1995, dividends on Parent Holdings' common stock
totalled $8.5 million, $322.7 million and $90.0 million, respectively. See
further discussion of dividend restrictions in Note 24 of Parent Holdings' 1997
audited consolidated financial statements.
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ITEM 6. SELECTED FINANCIAL DATA
The data presented below represents selected financial data relative to
the Company for, and as of the end of, each of the years in the five-year
period ended December 31, 1997.
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------------------
1997 (1) 1996 (2) 1995 1994 (3) 1993 (4)
---- ---- ---- ---- ----
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
SELECTED OPERATING DATA
Interest income $ 2,102,700 $ 1,233,799 $ 1,075,845 $ 293,139 $ 95,264
Interest expense 1,498,417 848,294 734,815 199,845 74,728
Net interest income 604,283 385,505 341,030 93,294 20,536
Provision for loan losses 79,800 39,600 37,000 6,226 1,402
Noninterest income 364,484 653,378 150,973 41,158 190,876
Noninterest expense 650,569 491,736 332,553 96,298 63,392
Income before taxes, extraordinary item
and minority interest 238,398 507,547 122,450 31,928 146,618
Income tax expense (benefit) (5) 41,315 (75,807) (57,185) 2,558 2,500
Income before extraordinary item
and minority interest 197,083 583,354 179,635 29,370 144,118
Extraordinary item: (loss)/gain on early
extinguishment of debt, net -- (1,586) 1,967 1,376 --
Income before minority interest 197,083 581,768 181,602 30,746 144,118
Minority interest (6) 131,851 161,191 59,138 4,259 --
Net income 65,232 420,577 122,464 26,487 144,118
SELECTED PERFORMANCE RATIOS
Return on average assets (7) 0.21% 2.45% 0.83% 0.60% 7.84%
Return on average common equity (8) 34.96 153.71 35.91 15.86 69.41
Average equity to average assets 0.61 1.60 2.32 3.76 11.31
Yield on interest-earning assets (9) 7.53 7.76 7.71 6.85 5.42
Cost of interest-bearing liabilities (10) 5.28 5.29 5.35 4.83 4.70
Net interest margin (11) 2.16 2.44 2.44 2.18 1.14
RATIO OF EARNINGS TO COMBINED
FIXED CHARGES AND MINORITY INTEREST (12)
Excluding interest on deposits 1.12x 1.58x 1.18x 1.26x 9.59x
Including interest on deposits 1.07 1.34 1.08 1.13 3.02
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
December 31,
------------------------------------------------------------------------
1997 (1) 1996 (2) 1995 1994 (3) 1993 (4)
---- ---- ---- ---- ----
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
SELECTED FINANCIAL DATA
Securities available for sale (13) $ 813,085 $ 542,019 $ 348,561 $ 45,000 $ --
Securities held to maturity (13) 58,299 4,272 1,455 411,859 15,118
Mortgage-backed securities available
for sale 5,076,598 1,598,652 1,477,514 -- --
Mortgage-backed securities held
to maturity (13) 1,337,877 1,621,662 1,524,488 3,153,812 341,224
Loans receivable, net 19,424,410 10,212,583 8,829,974 9,966,886 29,244
Covered Assets, net -- -- 39,349 311,603 592,593
Total assets 31,362,156 16,635,073 14,666,781 14,683,559 1,125,222
Deposits 16,202,605 8,501,883 10,241,628 9,196,656 431,788
Securities sold under agreements
to repurchase 1,842,442 1,583,387 969,510 1,883,490 119,144
Borrowings 11,232,530 5,364,894 2,392,862 2,808,979 440,792
Total liabilities 29,980,536 15,849,610 13,903,635 14,029,957 1,012,328
Minority interest 1,175,704 613,852 358,991 323,935 --
Stockholder's equity 205,916 171,611 404,155 329,667 112,894
REGULATORY CAPITAL RATIOS OF THE BANK
Tangible capital 5.65% 7.17% 5.84% 5.50% 9.50%
Core capital 5.65 7.17 5.84 5.50 9.50
Risk-based capital:
Core capital 10.14 11.50 9.14 8.86 67.71
Total capital 11.93 13.62 11.34 11.01 68.97
SELECTED OTHER DATA
Number of full service customer facilities 225 116 160 156 4
Loans serviced for others (14) $47,933,469 $44,034,194 $27,900,528 $ 7,475,119 $ 327,449
Number of employees 5,235 3,547 3,619 3,573 317
Non-performing assets as a
% of the Bank's total assets 0.87% 1.36% 1.50% 1.49% 0.98%
</TABLE>
- --------------
(1) On January 3, 1997, the Company acquired assets with fair values totalling
approximately $14.2 billion and liabilities (including deposit
liabilities) with fair value totalling approximately $12.9 billion in the
Cal Fed Acquisition. In addition, on May 31, 1997, the Company consummated
the Weyerhaeuser Purchase, acquiring a $3.2 billion loan servicing
portfolio. Noninterest income for the year ended December 31, 1997
includes pre-tax gains of $14.0 million on the sale of MSRs, $25 million
on the sale of ACS stock, and $3.6 million on the sale of deposits.
Noninterest expense for the year ended December 31, 1997, includes a $29.0
million provision for professional fees and unreimbursable costs related
to the foreclosure of 1-4 unit residential loans serviced for others.
(2) On January 31, 1996, FNMC consummated the LMUSA 1996 Purchase, acquiring a
$14.1 billion loan servicing portfolio. On February 1, 1996, the Company
acquired SFFed, with assets at fair values totalling approximately $4
billion and liabilities (including deposit liabilities) with fair values
totalling approximately $3.8 billion. During the year ended December 31,
1996, the Company closed the Branch Sales, with associated deposit
accounts totalling $4.6 billion. Noninterest income for the year ended
December 31, 1996 includes pre-tax gains of $363.3 million related to the
Branch Sales. Noninterest expense for the year ended December 31, 1996
includes a pre-tax charge of $60.1 million for the Special SAIF Assessment
(as defined herein).
(3) On October 3, 1994, effective immediately following the close of business
on September 30, 1994, the Company acquired assets with fair values
totalling approximately $14.1 billion and liabilities (including deposit
liabilities) with fair values totalling approximately $13.4 billion from
Old FNB.
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(4) During the first quarter of 1993, the Company sold certain assets,
liabilities, and substantially all of its branch operations located in
Texas, including $829 million of loans and 130 branches with $6.9 billion
in deposits, in the BAC Sale. A net gain of $141 million was recorded in
connection with this sale.
(5) Income tax expense of $2.5 million was recorded in the first quarter of
1993 representing AMT (as defined herein) expense related to the gain
recognized on the BAC Sale (see Footnote 4). Income tax expense recorded
in 1994 after the FN Acquisition represents federal AMT reduced, to the
extent of 90%, by net operating loss carryovers, and state tax at an
assumed rate of 8%. Income tax benefit for 1996 and 1995 includes the
recognition of a deferred tax benefit of $125 million and $69 million,
respectively, offset by federal AMT tax reduced, to the extent of 90%, by
net operating loss carryovers and state tax generally at an assumed rate
of 8%. Income tax expense for 1997 represents federal AMT reduced, to the
extent of 90%, by net operating loss carryovers, and state tax at an
assumed rate of 11%.
(6) Represents dividends on the REIT Preferred Stock, net of related tax
benefit, the Bank Preferred Stock, the FN Holdings Preferred Stock and FN
Holdings class B common stock owned by Hunter's Glen. The REIT Preferred
Stock was issued on January 31, 1997.
(7) Return on average assets represents net income as a percentage of average
assets for the periods presented.
(8) Return on average common equity represents net income available to common
stockholder as a percentage of average common equity for the periods
presented.
(9) Yield on interest-earning assets represents interest income as a
percentage of average interest-earning assets.
(10) Cost of interest-bearing liabilities represents interest expense as a
percentage of average interest-bearing liabilities.
(11) Net interest margin represents net interest income as a percentage of
average interest-earning assets.
(12) Earnings used in computing the ratio of earnings to combined fixed charges
and minority interest consist of income before income taxes, extraordinary
item and minority interest. Fixed charges consist of interest expense on
borrowings, the interest component of lease expense and, where indicated,
interest expense on deposits.
(13) Fluctuation in securities and mortgage-backed securities held to maturity
and securities and mortgage-backed securities available for sale from
December 31, 1994 to December 31, 1995 resulted from the reclassification
of substantially all securities and mortgage-backed securities (except for
mortgage-backed securities resulting from the securitization with recourse
of certain of the Bank's loans) from held to maturity to securities
available for sale on December 29, 1995.
(14) Includes loans serviced by the Bank and its subsidiaries, excluding loans
serviced for the Bank by FNMC.
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<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Parent Holdings is a holding company whose only significant asset is its
80% ownership of FN Holdings, which owns 100% of the common stock of California
Federal. As such, Parent Holdings' principal business operations are conducted
by California Federal and its subsidiaries.
The following discussion should be read in conjunction with the
Consolidated Financial Statements of Parent Holdings and the notes thereto
included elsewhere in this Form 10-K. The following discussion includes
historical information relating to Parent Holdings, including the effect of the
Cal Fed Acquisition for the period since consummation on January 3, 1997.
GENERAL
Parent Holdings is a diversified financial services company whose
principal business, through California Federal, consists of (i) operating
retail deposit branches to serve consumers in California and, to a lesser
extent, in Florida and Nevada, (ii) originating and/or purchasing, on a
nationwide basis, 1-4 unit residential loans and, to a lesser extent, certain
commercial real estate and consumer loans, for investment and (iii) mortgage
banking activities, including originating and servicing 1-4 unit residential
loans for others. Revenues are derived primarily from interest earned on loans,
interest received on government and agency securities and mortgage-backed
securities, gains on sales of loans and other investments, and fees received in
connection with loan servicing, securities brokerage and other customer service
transactions. Expenses primarily consist of interest on customer deposit
accounts, interest on short-term and long-term borrowings, provisions for
losses, general and administrative expenses consisting of compensation and
benefits, occupancy and equipment, advertising and marketing, loan expenses,
professional fees, data processing and other general and administrative
expenses.
The following is a description of the significant acquisitions and
dispositions which have occurred since the FN Acquisition. Each of the
acquisitions was recorded using the purchase method of accounting. Under this
method of accounting, the purchase price of the acquisition is allocated to the
assets and liabilities acquired based on their fair market values as of the
date of the acquisition.
The Cal Fed Acquisition
On January 3, 1997, FN Holdings acquired Cal Fed and Old California
Federal for approximately $1.2 billion in cash and the issuance of the
Secondary Litigation Interests. At December 31, 1996, Old California Federal
had approximately $14.1 billion in assets, $8.9 billion in deposits and
operated 119 branches in California and Nevada. Upon consummation of the Cal
Fed Acquisition, the Bank merged with Old California Federal, with Old
California Federal surviving.
As a result of the Cal Fed Acquisition, the Company gained a substantial
presence in Southern California. In order to realize economies of scale and
cost reduction opportunities presented by the Cal Fed Acquisition, the Company
began to consolidate or eliminate duplicative back office operations and
administrative and management functions. The Company presently estimates that,
as a result of these measures, it saved approximately $68 million in
noninterest expense during the first twelve months of operations following the
Cal Fed Acquisition as compared to operating Old California Federal on a
stand-alone basis.
As a result of the Cal Fed Acquisition, the Company became obligated with
respect to the following outstanding debt securities of Old California Federal:
(i) $50 million of the 10.668% Subordinated Notes, (ii) $2.6 million of the
6 1/2% Convertible Subordinated Debentures and (iii) $4.3 million of the 10%
Subordinated Debentures Due 2003. See "Business--Sources of Funds."
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<PAGE>
Impact of Other Acquisitions and Dispositions
On February 28, 1995, FNMC consummated the Maryland Acquisition and
acquired a 1-4 unit residential loan servicing portfolio of approximately $11.4
billion, including a subservicing portfolio of $1.8 billion, and certain assets
and liabilities for approximately $178 million. The Company's consolidated
statement of income for the year ended December 31, 1995 includes the results
of operations of the acquired mortgage servicing operation for the period from
March 1, 1995 through December 31, 1995.
In April, August and December 1995, the Company acquired seven retail
branches with approximately $513 million in deposits located in California (the
"Branch Purchases"). The weighted average deposit premium paid in connection
with the Branch Purchases was 3.78%. The results of operations of the acquired
retail deposit operations are included in the Company's consolidated statement
of income for the year ended December 31, 1995 from the date each of the
transactions was consummated.
On October 2, 1995, FNMC consummated the LMUSA 1995 Purchase, acquiring a
loan servicing portfolio of approximately $11.1 billion (including a
subservicing portfolio of $3.1 billion), a master servicing portfolio of $2.9
billion and other assets, principally existing loans and loan production
operations for approximately $100 million and the assumption of certain
indebtedness secured by the acquired loan portfolio totalling approximately
$274 million. The Company's consolidated statement of income for the year ended
December 31, 1995 includes the results of operations of the acquired mortgage
servicing operations for the period from October 3, 1995 through December 31,
1995.
On January 31, 1996, FNMC consummated the LMUSA 1996 Purchase, acquiring a
loan servicing portfolio of approximately $14.1 billion (including a
subservicing portfolio of $2.4 billion), a master servicing portfolio of $2.7
billion, LMUSA's real estate acquired through loan foreclosures in connection
with its servicing operations and LMUSA's trade names for approximately $160.0
million, subject to certain adjustments, and the assumption of certain of
LMUSA's obligations secured by its mortgage servicing operations. The Company's
consolidated statement of income for the year ended December 31, 1996 includes
the results of operations of the acquired mortgage servicing operations for the
period from February 1, 1996 through December 31, 1996.
On February 1, 1996, the Company consummated the SFFed Acquisition
involving assets totalling $4.0 billion and retail deposits totalling $2.7
billion. The Company's consolidated statement of income for the year ended
December 31, 1996 includes the results of operations of the acquired operations
of SFFed for the period from February 1, 1996 through December 31, 1996.
On June 1, 1996, the Company consummated the Home Federal Acquisition,
involving approximately $717 million in assets and $632 million in deposits.
The Company's consolidated statement of income for the year ended December 31,
1996 includes the results of operations of the acquired operations of HFFC for
the period from June 1, 1996 through December 31, 1996.
During the first half of 1996, the Company closed the Branch Sales with
associated deposit accounts totalling $4.6 billion, resulting in pre-tax gains
totalling $363.3 million, which represented an average premium of 7.96% of the
approximately $4.6 billion of deposits sold. The Company's consolidated
statement of income for the year ended December 31, 1996 includes the results
of operations of those branches sold in the Branch Sales for the period prior
to sale.
On May 31, 1997, FNMC consummated the Weyerhaeuser Purchase, acquiring a
residential mortgage loan servicing portfolio of approximately $3.2 billion for
$37.1 million. The Company's consolidated statement of income for the year
ended December 31, 1997 includes the results of operations of the acquired 1-4
unit residential loan servicing operations for the period from June 1, 1997
through December 31, 1997.
On September 30, 1997, the Company sold MSRs for approximately 52,000
loans with an unpaid principal balance of approximately $2.3 billion in the
Servicing Sale. A pre-tax gain of $14.0 million was recorded in connection with
this transaction.
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<PAGE>
On December 12, 1997, the Company closed the Texas Branch Sale, which
included the sale of retail deposits totalling $57.6 million at a gross price
representing a deposit premium of 4.1%. The Texas Branch Sale resulted in a net
pre-tax gain on sale of $2.5 million.
On February 4, 1998, the Company consummated the GSAC Acquisition. The
aggregate consideration paid in connection with the GSAC Acquisition was
approximately $22.5 million and a 20% interest in the common stock of Auto One.
On February 4, 1998, the Company and Hunter's Glen entered into the Golden
State Merger Agreement with Golden State, pursuant to which the Company,
Hunter's Glen and Golden State agreed to the Golden State Merger. Following the
Golden State Merger, the combined parent company, Golden State, will have 135
to 145 million common shares outstanding and will continue to be a publicly
traded company. As part of the Golden State Merger Agreement, Glendale Federal
will be merged with and into the Bank. At December 31, 1997, Glendale Federal
had total assets of approximately $16.0 billion and deposits of $9.5 billion
and operated 181 branches and 26 loan offices in California. The Golden State
Merger is subject to regulatory and stockholder approval and is expected to
close during the third quarter of 1998.
Accounting Changes
On June 28, 1996, the FASB issued SFAS No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS
No. 125"). SFAS No. 125 provides accounting and reporting standards for
transfers and servicing of financial assets and extinguishments of liabilities
based on consistent application of a financial-components approach that focuses
on control. Under that approach, after a transfer of financial assets, an
entity recognizes the financial and servicing assets it controls and the
liabilities it has incurred, derecognizes financial assets when control has
been surrendered, and derecognizes liabilities when extinguished. This
statement provides consistent standards for distinguishing transfers of
financial assets that are sales from transfers that are secured borrowings.
In December 1996, the FASB issued SFAS No. 127, "Deferral of the Effective
Date of Certain Provisions of FASB Statement No. 125" ("SFAS No. 127"). SFAS
No. 127 defers for one year the effective date (i) of paragraph 15 of SFAS No.
125 and (ii) of paragraphs 9-12 and 237(b) of SFAS No. 125 for repurchase
agreement, dollar-roll, securities lending and similar transactions. SFAS No.
127 provides additional guidance on the types of transactions for which the
effective date of SFAS No. 125 has been deferred. It also requires that if it
is not possible to determine whether a transaction occurring during
calendar-year 1997 is part of a repurchase agreement, dollar-roll, securities
lending, or similar transaction, then paragraphs 9-12 of SFAS No. 125 should be
applied to that transfer. The Company adopted SFAS No. 125, as amended by SFAS
No. 127, on January 1, 1997. Such adoption did not have a material impact on
the Company's consolidated financial statements.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130"). SFAS No. 130 establishes standards for reporting and
display of comprehensive income and its components (revenues, expenses, gains
and losses) in a full set of general purpose financial statements. SFAS No. 130
requires that all items that are required to be recognized under accounting
standards as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. It does not require a specific format for that financial statement
but requires that an enterprise display an amount representing total
comprehensive income for the period in that financial statement. This statement
is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods provided for
comparative purposes is required. This statement has no impact on the financial
condition or results of operations of the Company, but does impact the
Company's disclosure requirements. The Company has adopted this statement
effective October 1, 1997.
In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of
an Enterprise and Related Information" ("SFAS No. 131"). SFAS No. 131
establishes standards for the way that public business enterprises report
information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports issued to shareholders. SFAS No. 131 also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. This statement supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise," but retains the
requirement to report information about major customers. It amends SFAS No. 94,
"Consolidation of All Majority-Owned
Page 54
<PAGE>
Subsidiaries," to remove the special disclosure requirements for previously
unconsolidated subsidiaries. This statement is effective for fiscal years
beginning after December 15, 1997. In the initial year of application,
comparative information for earlier years is to be restated. This statement
need not be applied to interim financial statements in the initial year of
application, but comparative information for interim periods in the initial
year of application is to be reported in financial statements for interim
periods in the second year of application. This statement has no impact on the
financial condition or results of operations of the Company, but will require
changes in the Company's disclosure requirements.
Page 55
<PAGE>
RESULTS OF OPERATIONS
The year-to-year comparisons set forth below, including the changes in
magnitude of the various items between periods, have been affected by the
acquisitions and dispositions described above and consummated during the
periods involved.
The following table sets forth, for the periods and at the dates
indicated, information regarding Parent Holdings' consolidated average balance
sheets, together with the total dollar amounts of interest income and interest
expense and the weighted average interest rates for the periods presented.
Average balances are calculated on a daily basis. The information presented
represents the historical activity of Parent Holdings.
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1997 1996 1995
--------------------------- -------------------------- ---------------------------
Average Average Average Average Average Average
Balance Interest Rate Balance Interest Rate Balance Interest Rate
------- -------- ---- ------- -------- ---- ------- -------- ----
(dollars in millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets (1):
Securities and interest-bearing
deposits in banks (2) $ 1,015 $ 62 6.11% $ 566 $ 35 6.15% $ 435 $ 28 6.42%
Mortgage-backed securities
available for sale (3) 4,485 298 6.64 1,697 116 6.83 -- -- --
Mortgage-backed securities
held to maturity (3) 1,482 113 7.65 1,766 135 7.65 2,985 213 7.14
Loans held for sale 1,068 77 7.15 855 62 7.20 290 24 8.35
Loans receivable, net 19,859 1,553 7.82 10,994 885 8.05 10,072 800 7.94
Covered Assets, net -- -- -- 26 1 5.41 165 11 6.67
------- ------ ---- ------- ------ ---- ------- ------ ----
Total interest-earning assets 27,909 2,103 7.53% 15,904 1,234 7.76% 13,947 1,076 7.71%
------ ---- ------ ---- ------ ----
Noninterest-earning assets 2,865 1,223 751
------- ------- -------
Total assets $30,774 $17,127 $14,698
======= ======= =======
LIABILITIES, MINORITY INTEREST AND
STOCKHOLDER'S EQUITY
Interest-bearing liabilities:
Deposits $16,728 $ 747 4.47% $ 9,360 $ 419 4.48 $ 9,959 $ 447 4.49%
Securities sold under agreements
to repurchase 2,512 141 5.52 2,109 120 5.70 1,577 105 6.66
Borrowings (4) 9,153 611 6.67 4,558 309 6.77 2,210 183 8.26
------- ------ ---- ------- ------ ---- ------- ------ ----
Total interest-bearing
liabilities 28,393 1,499 5.28% 16,027 848 5.29% 13,746 735 5.35%
------ ---- ------ ---- ------ ----
Noninterest-bearing liabilities 1,030 298 277
Minority interest 1,164 528 334
Stockholder's equity 187 274 341
------- ------- -------
Total liabilities, minority
interest and
stockholder's equity $30,774 $17,127 $14,698
======= ======= =======
Net interest income $ 604 $ 386 $ 341
====== ====== =======
Interest rate spread 2.25% 2.47% 2.36%
==== ==== ====
Net interest margin 2.16% 2.44% 2.44%
==== ==== ====
Average equity to average assets 0.61% 1.60% 2.32%
==== ==== ====
</TABLE>
- --------------
(1) Nonaccruing assets are included in the average balances for the periods
indicated.
(2) Includes interest-bearing deposits in other banks and securities
purchased under agreements to resell.
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<PAGE>
(3) Substantially all securities held to maturity (except for mortgage-backed
securities resulting from the securitization with recourse of certain of
the Bank's loans) were reclassified to securities available for sale on
December 29, 1995. The average balance of such securities for three days
in 1995 is not material and is therefore not presented. Average balances
presented for 1996 and 1997 represent the original amortized cost of the
securities without the effect of unrealized gains and losses recorded as
a result of the available for sale classification.
(4) Interest and average rate include the impact of interest rate swaps.
The following table presents certain information regarding changes in
interest income and interest expense of Parent Holdings during the periods
indicated. The dollar amount of interest income and interest expense fluctuates
depending upon changes in the respective interest rates and upon changes in the
respective amounts (volume) of the Company's interest-earning assets and
interest-bearing liabilities. For each category of interest-earning assets and
interest-bearing liabilities, information is provided on changes attributable
to (i) changes in volume (changes in average outstanding balances multiplied by
the prior year's rate) and (ii) changes in rate (changes in average interest
rate multiplied by the prior year's volume). Changes attributable to both
volume and rate have been allocated proportionately.
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------------------------
1997 vs. 1996 1996 vs. 1995
--------------------------- --------------------------
Increase (Decrease) Due to Increase (Decrease) Due to
Volume Rate Net Volume Rate Net
------ ---- --- ------ ---- ---
(in millions)
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME:
Securities and interest-bearing deposits in banks $ 28 $ (1) $ 27 $ 8 $ (1) $ 7
Mortgage-backed securities available for sale 185 (3) 182 116 -- 116
Mortgage-backed securities held to maturity (22) -- (22) (94) 16 (78)
Loans held for sale 15 -- 15 41 (3) 38
Loans receivable, net 692 (24) 668 74 11 85
Covered assets, net (1) -- (1) (8) (2) (10)
---- ---- ---- ---- ---- ----
Total 897 (28) 869 137 21 158
---- ---- ---- ---- ---- ----
INTEREST EXPENSE:
Deposits 329 (1) 328 (27) (1) (28)
Securities sold under agreements to repurchase 24 (3) 21 26 (11) 15
Borrowings 306 (4) 302 151 (25) 126
---- ---- ---- ---- ---- ----
Total 659 (8) 651 150 (37) 113
---- ---- ---- ---- ---- ----
Change in net interest income $238 $(20) $218 $ (13) $58 $45
==== ==== ==== ==== ==== ====
</TABLE>
The volume variances in total interest income and total interest expense
for the year ended December 31, 1997 compared to the corresponding period in
1996 were largely due to the additional $17.0 billion in interest-earning
assets acquired and $16.9 billion in interest-bearing liabilities assumed in
the Cal Fed Acquisition and the 1996 Acquisitions, as well as the assumption of
the 10 5/8% Notes. The negative total rate variance of $20 million was
primarily attributable to assets from the Cal Fed Acquisition generally having
a lower yield than the rest of the portfolio, the assumption of the 10 5/8%
Notes, the issuances of the 9 1/8% Senior Subordinated Notes and the 12 1/2%
Senior Notes and the impact of the additional wholesale borrowings used to
finance the Branch Sales.
The volume variances in total interest income and total interest expense
between the year ended December 31, 1995 to the corresponding period in 1996
were largely due to the issuance of the 12 1/2% Senior Notes and additional
$4.2 billion in interest-earning assets acquired and $4.4 billion in
interest-bearing liabilities assumed in the 1996 Acquisitions. The positive
total rate variance of $58 million was primarily attributable to increasing
rates on adjustable-rate assets and the decrease in overall market rates on
interest-bearing liabilities between the two periods, offset slightly by the
impact of the additional wholesale borrowings used to finance the Branch Sales.
During the year ended December 31, 1996, deposits totalling $4.6 billion with a
weighted average rate of 4.59% were sold and replaced with $4.1 billion of FHLB
advance borrowings and securities sold under agreements to repurchase with a
weighted average rate of 5.45%.
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<PAGE>
Year Ended December 31, 1997 versus Year Ended December 31, 1996
Net Income. Parent Holdings reported net income for the year ended
December 31, 1997 of $65.2 million compared with net income of $420.6 million
in 1996. Net income for the year ended December 31, 1997 included pre-tax gains
of $25.0 million from the sale of the remaining ACS stock, $14.0 million on the
sale of mortgage servicing rights and $3.6 million on the sales of branches,
partially offset by a $29.0 million provision for professional fees and
additional unreimbursable costs related to the foreclosure of 1-4 unit
residential mortgage loans serviced for others. Net income for the year ended
December 31, 1996 included $363.3 million in pre-tax gains on sales of
branches, $40.4 million in pre-tax gains from the sale of ACS stock, $25.6
million in pre-tax income recognized in connection with the termination of the
Assistance Agreement and the recognition of a $125.0 million deferred tax
benefit, partially offset by a $60.1 million charge for the Special SAIF
Assessment. Excluding non-recurring and expected non-recurring items, net
income for the years ended December 31, 1997 and 1996 totalled $64.5 million
and $75.9 million, respectively.
Interest Income. Total interest income was $2.1 billion for the year ended
December 31, 1997, an increase of $869 million from the year ended December 31,
1996. The interest-earning assets acquired in the Cal Fed Acquisition and the
1996 Acquisitions resulted in total interest-earning assets for the year of
1997 averaging $27.9 billion, compared to $15.9 billion for the corresponding
period in 1996. The weighted average yield on total interest-earning assets
during the year ended December 31, 1997 decreased to 7.53% compared to 7.76%
for the year ended December 31, 1996, primarily due to assets from the Cal Fed
Acquisition generally having a lower yield than the rest of the portfolio.
Parent Holdings earned $1.6 billion of interest income on loans receivable
for the year ended December 31, 1997, an increase of $668 million from the year
ended December 31, 1996. The loans acquired in the Cal Fed Acquisition and the
1996 Acquisitions contributed most of the additional interest income in 1997
and resulted in an increase in the average balance of loans receivable to $19.9
billion for the year ended December 31, 1997 from $11.0 billion for the year
ended December 31, 1996. The weighted average yield on loans receivable
decreased to 7.82% for the year ended December 31, 1997 from 8.05% for the
comparable period in 1996, due primarily to the addition of $10.1 billion in
loans from the Cal Fed Acquisition generally having a lower yield than the rest
of the portfolio.
In addition, Parent Holdings earned $77 million of interest income on
loans held for sale for the year ended December 31, 1997, an increase of $15
million from the year ended December 31, 1996. The average balance of loans
held for sale was $1.1 billion for the year ended December 31, 1997, an
increase of $213 million from the comparable period in 1996, due primarily to
increased originations. The weighted average yield on loans held for sale
decreased slightly to 7.15% for the year ended December 31, 1997 from 7.20% for
the year ended December 31, 1996, primarily due to the portfolio consisting of
a higher percentage of lower-rate adjustable rate loans in 1997 compared to a
predominantly fixed-rate portfolio in 1996.
Interest income on mortgage-backed securities available for sale was $298
million for the year ended December 31, 1997, an increase of $182 million from
the year ended December 31, 1996. The average portfolio balances increased $2.8
billion, to $4.5 billion, during the year ended December 31, 1997 compared to
the same period in 1996. The weighted average yield on these assets decreased
from 6.83% for the year ended December 31, 1996 to 6.64% for the year ended
December 31, 1997. The increase in the volume and decrease in the weighted
average yield was primarily due to the acquisition of $2.0 billion in
mortgage-backed securities from the Cal Fed Acquisition and the purchase of
$2.6 billion in other mortgage-backed securities during 1997.
Interest income on mortgage-backed securities held to maturity was $113
million for the year ended December 31, 1997, a decrease of $22 million from
the year ended December 31, 1996. The average portfolio balance decreased $284
million, to $1.5 billion, during the year ended December 31, 1997 compared to
the same period in 1996.
There was no interest income from Covered Assets for the year ended
December 31, 1997, as a result of the disposal of all remaining Covered Assets
in August 1996.
Interest income from securities and interest-bearing deposits in banks was
$62 million for the year ended December 31, 1997, an increase of $27 million
from the year ended December 31, 1996. The average portfolio balance increased
to $1.0 billion, an increase of $449 million from the year ended December 31,
1996, primarily due to the assets acquired in the Cal Fed Acquisition and
purchases of short-term investment securities made by the Company during 1997
to meet liquidity needs. The weighted average yield on these assets decreased
to 6.11% for the year ended December 31, 1997
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<PAGE>
from 6.15% for the year ended December 31, 1996, primarily due to a shift in
the mix to lower-rate interest-bearing deposits acquired in the Cal Fed
Acquisition, along with a decline in yields earned on interest-bearing deposits
in other banks.
Interest Expense. Total interest expense was $1.5 billion for the year
ended December 31, 1997, an increase of $651 million from the year ended
December 31, 1996. The increase was the result of additional interest-bearing
liabilities assumed in the Cal Fed Acquisition and the 1996 Acquisitions, the
assumption of the 10 5/8% Notes, the issuances of the 9 1/8% Senior
Subordinated Notes and the 12 1/2% Senior Notes and incrementally higher rates
paid on the additional borrowings used to replace the retail deposits sold in
the Branch Sales.
Interest expense on customer deposits, including Brokered Deposits, was
$747 million for the year ended December 31, 1997, an increase of $328 million
from the year ended December 31, 1996. The average balance of customer deposits
outstanding increased from $9.4 billion to $16.7 billion for the years ended
December 31, 1996 and 1997, respectively, primarily due to $9.0 billion in
deposits assumed in the Cal Fed Acquisition. The overall weighted average cost
of deposits was 4.47% for the year ended December 31, 1997 and 4.48% for the
year ended December 31, 1996.
Interest expense on securities sold under agreements to repurchase
totalled $141 million for the year ended December 31, 1997, an increase of $21
million from the year ended December 31, 1996. The average balance of such
borrowings for the years ended December 31, 1997 and 1996 was $2.5 billion and
$2.1 billion, respectively. The increase in the average balance was primarily
attributable to $1.1 billion of such liabilities assumed in the Cal Fed
Acquisition and the 1996 Acquisitions, partially offset by maturities and
payoffs that were refinanced with FHLB advances and deposits acquired in the
Cal Fed and Home Federal Acquisitions. The weighted average interest rate on
these instruments decreased to 5.52% during the year ended December 31, 1997
from 5.70% for the year ended December 31, 1996, primarily due to a decrease in
rates on new borrowings compared to such borrowings during 1996.
Interest expense on borrowings totalled $611 million for the year ended
December 31, 1997, an increase of $302 million from the year ended December 31,
1996. The increase was attributable to the net effect of borrowings assumed in
the Cal Fed Acquisition and the 1996 Acquisitions, the assumption of the
10 5/8% Notes, the issuances of the 9 1/8% Senior Subordinated Notes and the
12 1/2% Senior Notes and additional borrowings to replace deposits sold in the
Branch Sales, partially offset by the impact of a slight decrease in the rates
paid on such borrowings. The average balance of borrowings outstanding for the
years ended December 31, 1997 and 1996 was $9.2 billion and $4.6 billion,
respectively. The weighted average interest rate on these borrowings decreased
to 6.67% during the year ended December 31, 1997 from 6.77% for the year ended
December 31, 1996, primarily due to the shorter average maturity of the
portfolio during the year ended December 31, 1997 compared to the corresponding
period in 1996, partially offset by the higher rates paid on the 10 5/8% Notes,
the 9 1/8% Senior Subordinated Notes and the 12 1/2% Senior Notes.
Net Interest Income. Net interest income was $604 million for the year
ended December 31, 1997, an increase of $218 million from the year ended
December 31, 1996. The interest rate spread decreased to 2.25% for the year
ended December 31, 1997 from 2.47% for the year ended December 31, 1996.
Noninterest Income. Total noninterest income, consisting primarily of loan
servicing fees, customer banking fees, management fees and gains on the sales
of branches and on sales of residential mortgage loans and MSRs, was $364
million for the year ended December 31, 1997, a decrease of $289 million from
the year ended December 31, 1996. Income for the year ended December 31, 1997
included a $14.0 million gain from the Servicing Sale, a $25.0 million gain
from the sale of the remaining ACS stock and a $3.6 million gain on the sales
of branches. The activities in 1996 included (i) gains on the Branch Sales of
$363.3 million, (ii) gain from the sale of ACS stock of $40.4 million, (iii)
income recognized in connection with the termination of the Assistance
Agreement of $25.6 million, and (iv) gain from the sale of consumer loans of
$7.5 million.
Loan servicing fees, net of amortization of mortgage servicing rights,
were $144 million for the year ended December 31, 1997, compared to $124
million for the year ended December 31, 1996. This increase was primarily due
to the addition of the mortgage servicing portfolios acquired in the Cal Fed
Acquisition, the 1996 Acquisitions, the LMUSA 1996 Purchase and the
Weyerhaeuser Purchase, as well as MSRs originated through the increased
origination capacity provided by the Cal Fed Acquisition, partially offset by
portfolio paydowns. The single-
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family residential loan servicing portfolio, excluding loans serviced for the
Bank, increased from $43.1 billion at December 31, 1996 to $46.6 billion at
December 31, 1997. During the year ended December 31, 1997, the Company sold
$5.5 billion in single-family mortgage loans originated for sale as part of its
ongoing mortgage banking operations compared to $4.9 billion of such sales for
the corresponding period in 1996.
Customer banking fees and service charges related to retail banking
operations, consisting of depositor fees for transaction accounts, overdrafts,
and miscellaneous other fees, were $100 million for the year ended December 31,
1997, compared to $45 million for the year ended December 31, 1996. The
increase was primarily attributable to the impact of increased revenues from
the retail banking operations acquired in the Cal Fed Acquisition and the 1996
Acquisitions, partially offset by the impact of the Branch Sales.
Management fees totalled $6 million for the year ended December 31, 1997,
compared to $10 million for the year ended December 31, 1996. The decrease was
attributable principally to the reduced number of commercial real estate assets
under management for others as a result of an increase in dispositions of
assets and contracts which have expired.
Gain on sales of loans was $25 million for the year ended December 31,
1997, compared to a gain of $18 million for the year ended December 31, 1996.
The increase was primarily attributed to early pay-offs of commercial loans
with unamortized discounts, partially offset by a $7.5 million gain from the
sale of $298.0 million of consumer loans during 1996.
Gain on sales of assets was $38 million for the years ended December 31,
1997 and 1996. The gain in 1997 was primarily attributable to a $14.0 million
gain related to the Servicing Sale and a $25.0 million gain on the sale of the
Bank's remaining shares of ACS stock. The gain in 1996 was primarily the result
of a $40.4 million gain from the sale of ACS stock, partially offset by a
permanent impairment in the mortgage-backed securities available-for-sale
portfolio.
Gain on sale of branches was $4 million for the year ended December 31,
1997, attributable primarily to the Texas Branch Sales. For information on the
1996 gain on Branch Sales, see "Business--General."
Gain from the termination of the Assistance Agreement was $25.6 million
for the year ended December 31, 1996.
Dividends on FHLB stock were $25 million for the year ended December 31,
1997, an increase of $13 million from the year ended December 31, 1996,
representing an increase in the amount of such stock owned by California
Federal, primarily as a consequence of the Cal Fed Acquisition.
Other noninterest income was $23 million for the year ended December 31,
1997, an increase of $5 million from the year ended December 31, 1996. The
increase was primarily attributable to a settlement received related to the
condemnation of a building, an increase in disbursement float interest income
and the recognition of a previously deferred gain on sale of certain retail
operations, partially offset by the favorable outcome of an arbitration hearing
during the year ended December 31, 1996, related to the FN Acquisition.
Noninterest Expense. Total noninterest expense was $651 million for the
year ended December 31, 1997, an increase of $159 million from the year ended
December 31, 1996. The increase was principally due to the growth of the
Company through the Cal Fed Acquisition and the 1996 Acquisitions and a $29.0
million provision recorded in 1997 for professional fees and unreimbursable
costs related to the foreclosure of single-family loans serviced for others,
partially offset by a $60.1 million charge recorded in 1996 for the Special
SAIF Assessment.
Total compensation and employee benefits expense was $256 million for the
year ended December 31, 1997, an increase of $52 million from the year ended
December 31, 1996. The increase in expense was primarily attributable to the
presence of 1,688 additional employees at December 31, 1997 compared to
December 31, 1996 as a result of the Cal Fed Acquisition, partially offset by a
reduction in expense from December 31, 1996 to December 31, 1997 of $23.3
million related to a management incentive plan ("Incentive Plan") between FN
Holdings and certain executive officers of the Bank. Parent Holdings and FN
Holdings have no employees of their own.
Occupancy and equipment expense was $82 million for the year ended
December 31, 1997, an increase of $30 million from the year ended December 31,
1996, attributable primarily to the Cal Fed Acquisition and the 1996
Acquisitions, partially offset by operations sold in the Branch Sales.
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SAIF deposit insurance premiums decreased $70 million, to $11 million, for
the year ended December 31, 1997 compared to the corresponding period in 1996,
due to a decrease in the quarterly assessment rate from 23 cents to 6.42 cents
per $100 of deposits, partially offset by an increase in the deposit assessment
base as a result of the net impact of the Cal Fed Acquisition, the 1996
Acquisitions and the Branch Sales. In addition, the year ended December 31,
1996 included a $60.1 million charge for the Special SAIF Assessment.
On September 30, 1996, the Economic Growth and Regulatory Paperwork
Reduction Act of 1996 (the "Reduction Act") was enacted. The Reduction Act
provided for a special assessment (the "Special SAIF Assessment"), which was
levied based on a rate of 65.7 cents per $100 of SAIF-insured domestic deposits
held as of March 31, 1995. As a result of the Reduction Act, SAIF deposit
insurance premiums included a $60.1 million pre-tax charge for the Special SAIF
Assessment for the year ended December 31, 1996. The portion of the assessment
related to deposits sold in Ohio, New York, New Jersey and Michigan was borne,
pursuant to each sales contract, by the respective purchasers and, accordingly,
such amounts were not included in the expense recorded by the Company.
Loan expense, including foreclosure costs and loan servicing expenses, was
$60 million for the year ended December 31, 1997, an increase of $29 million
from the year ended December 31, 1996. The increase includes a $25.0 million
provision for unreimbursable costs related to the foreclosure of single family
loans serviced for others. The increase was also attributed to additional
expenses associated with the higher volume of loans serviced, and higher
outside appraisal fees, inspection fees and provision for loss on FHA and VA
loans serviced.
Marketing expense was $20 million for the year ended December 31, 1997, an
increase of $9 million from the year ended December 31, 1996, attributed
primarily to the Cal Fed Acquisition and the 1996 Acquisitions, partially
offset by reduced nationwide marketing efforts as a result of the Branch Sales.
Professional fees increased $30 million, to $49 million, for the year
ended December 31, 1997 compared to the corresponding period in 1996. This
increase included additional legal, consulting and audit expenses related to
the Cal Fed Acquisition and the 1996 Acquisitions, as well as $4.0 million in
higher fees paid to professional firms in connection with the foreclosure of
loans serviced for others.
Data processing expense was $12 million for the year ended December 31,
1997, an increase of $2 million from the year ended December 31, 1996,
attributed primarily to the Cal Fed Acquisition.
Foreclosed real estate operations, including gains on sales, resulted in a
net gain of $3 million for the year ended December 31, 1997 compared to a net
gain of $7 million for the same period in 1996. The change was primarily
attributable to an increase in post-foreclosure write-downs of residential and
commercial foreclosed real estate.
Amortization of intangible assets increased to $49 million for the year
ended December 31, 1997 from $9 million for the corresponding period in 1996,
primarily due to the amortization of additional intangible assets recorded in
connection with the Cal Fed Acquisition and the 1996 Acquisitions.
Other noninterest expense was $114 million for the year ended December 31,
1997, an increase of $34 million from the year ended December 31, 1996,
primarily due to amortization of deferred issuance costs related to the 10 5/8%
Notes and an increase in provisions for telecommunications, postage, office
supplies, insurance, retail branch and subservicing losses, OTS assessments and
travel expenses, all of which are attributable primarily to the Cal Fed
Acquisition and the 1996 Acquisitions.
Provision for Income Tax. During the year ended December 31, 1997 and
1996, the Company recorded income tax expense of $41.3 million and income tax
benefit of $75.8 million, respectively. The Company's effective federal income
tax rate was 2% and (22)% during the year ended December 31, 1997 and 1996,
respectively, while its statutory federal income tax rate was 35% during both
periods. The difference between the effective and statutory rates was primarily
the result of the utilization of net operating loss carryforwards for both
periods and the recognition of a $125 million deferred tax benefit in the
second quarter of 1996. The Company's effective state income tax rate, before
extraordinary item and minority interest, increased to 15% from 8% during the
year ended December 31, 1997 compared to the corresponding period in 1996,
primarily as a result of the Company's increased presence in California where
the state tax rate is generally higher than in other states and nondeductible
goodwill amortization from the Cal Fed Acquisition and the 1996 Acquisitions.
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Extraordinary Item. During the year ended December 31, 1996, the Company
repurchased $44 million aggregate principal amount of the 11.20% Senior Notes,
resulting in a loss of $1.6 million, net of income taxes.
Minority Interest. Minority interest in income includes dividends on the
Bank Preferred Stock, the FN Holdings Preferred Stock and the REIT Preferred
Stock totalling $52.8 million, $12.8 million and $36.6 million, respectively,
during the year ended December 31, 1997. Minority interest relative to the REIT
Preferred Stock is reflected on the consolidated statement of income net of the
income tax benefit of $5.3 million which will inure to the Company as a result
of the deductibility of such dividends for income tax purposes. Minority
interest in income also includes $29.7 million representing that portion of FN
Holdings' income attributable to its class B common stock which is owned by
Hunter's Glen.
Year Ended December 31, 1996 versus Year Ended December 31, 1995
Net Income. Parent Holdings reported net income of $421 million for the
year ended December 31, 1996, compared with net income of $122 million in 1995.
Net income for the year ended December 31, 1996 included $363.3 million in
pre-tax gains on sales of branches, $40.4 million in pre-tax gains from the
sale of ACS stock, $25.6 million in pre-tax gain recognized in connection with
the termination of the Assistance Agreement and the recognition of a $125.0
million deferred tax benefit, partially offset by a $60.1 million charge for
the Special SAIF Assessment. Net income, excluding the aforementioned items,
Incentive Plan (as defined herein) charges and extraordinary loss on early
extinguishment of debt, totalled $75.9 million for the year ended December 31,
1996.
Interest Income. Total interest income was $1.2 billion for the year ended
December 31, 1996, an increase of $158 million from the year ended December 31,
1995. The interest-earning assets acquired in the 1996 Acquisitions resulted in
total interest-earning assets for 1996 averaging $15.9 billion, compared to
$13.9 billion for 1995. In addition, the weighted average yields on total
interest-earning assets during 1996 increased to 7.76% from the 7.71% weighted
average yield on total interest-earning assets during 1995.
Parent Holdings earned $885 million of interest income on loans receivable
for the year ended December 31, 1996, an increase of $85 million from the year
ended December 31, 1995. The loans acquired in the 1996 Acquisitions
contributed most of the increased interest income in 1996, and resulted in an
increase in the average balance of loans receivable to $11.0 billion from $10.1
billion for the year ended December 31, 1995. The weighted average yield on
loans receivable increased to 8.05% for the year ended December 31, 1996 from
7.94% for 1995 due to upward rate adjustments on adjustable rate 1-4 unit
residential loans.
Parent Holdings earned $62 million of interest income on loans held for
sale for the year ended December 31, 1996, an increase of $38 million from the
year ended December 31, 1995. The increased income was the net effect of a
higher average volume of loans held for sale due to increased originations from
the operations acquired in the Maryland Acquisition and the LMUSA Purchases,
partially offset by a decrease in the weighted average rate of such loans. The
average balance of loans held for sale was $855 million for the year ended
December 31, 1996, an increase of $565 million from 1995. The weighted average
yield on loans held for sale decreased to 7.20% for the year ended December 31,
1996 from 8.35% during 1995 due to generally decreasing market rates during the
period and the portfolio consisting of a higher percentage of comparatively
lower-rate adjustable rate loans in 1996 compared to a higher fixed rate
portfolio in 1995.
Interest income on mortgage-backed securities available for sale was $116
million for the year ended December 31, 1996. The average balance of
mortgage-backed securities available for sale was $1.7 billion with a weighted
average yield of 6.83% for the year ended December 31, 1996.
Interest income on mortgage-backed securities held to maturity was $135
million for the year ended December 31, 1996, a decrease of $78 million from
the year ended December 31, 1995. The average balance of mortgage-backed
securities held to maturity decreased to $1.8 billion during the year ended
December 31, 1996, compared to $3.0 billion during 1995. The weighted average
yield on mortgage-backed securities held to maturity increased to 7.65% during
1996 from 7.14% during 1995, primarily due to the upward rate adjustments of
adjustable rate mortgage-backed securities.
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Interest income from Covered Assets declined $10 million, to $1 million,
for the year ended December 31, 1996. The decline is due to a reduction in the
average volume of Covered Assets (which were acquired by the FDIC as part of
the FDIC Purchase in June 1995) and the termination of the related Assistance
Agreement in August 1996.
Interest income from securities (other than those discussed above),
including the available-for-sale portfolio and securities held to maturity, and
interest-bearing deposits in other banks was $35 million for the year ended
December 31, 1996, an increase of $7 million from the year ended December 31,
1995. The average portfolio balances during the years ended December 31, 1996
and 1995 increased to $566 million from $435 million, respectively, primarily
due to assets acquired in the 1996 Acquisitions. The weighted average yield on
these assets decreased to 6.15% during 1996 from 6.42% during 1995, primarily
due to an overall decline in market interest rates.
Interest Expense. Total interest expense was $848 million for the year
ended December 31, 1996, an increase of $113 million from the year ended
December 31, 1995. The increase was the result of additional interest-bearing
liabilities assumed in the 1996 Acquisitions, the issuances of the 9 1/8%
Senior Subordinated Notes and the 12 1/2% Senior Notes and incrementally higher
rates paid on the additional borrowings incurred to replace the retail deposits
sold in the Branch Sales.
Interest expense on customer deposits, including Brokered Deposits, was
$419 million for the year ended December 31, 1996, a decrease of $28 million
from the year ended December 31, 1995. The average balance of customer deposits
outstanding decreased from $10.0 billion to $9.4 billion for the years ended
December 31, 1995 and 1996, respectively. The overall weighted average cost of
deposits decreased from 4.49% for the year ended December 31, 1995 to 4.48% for
the year ended December 31, 1996, due principally to the impact of higher
average balances of lower rate custodial transaction accounts related to the
additional MSRs acquired in the Maryland Acquisition and the LMUSA Purchases,
partially offset by slight increases in the market rates of interest paid for
Brokered Deposits.
Interest expense on securities sold under agreements to repurchase
totalled $120 million for the year ended December 31, 1996, an increase of $15
million from the year ended December 31, 1995. The average balance of such
borrowings for the year ended December 31, 1996 and 1995 was $2.1 billion and
$1.6 billion, respectively. The increase was attributable to $.8 billion of
such liabilities acquired in the 1996 Acquisitions together with $1.5 billion
in additional short-term borrowings to fund the Branch Sales during 1996,
partially offset by maturities and payoffs that were refinanced with deposits
acquired from the Home Federal Acquisition and FHLB advances. The weighted
average interest rate on these borrowings decreased to 5.70% in 1996 from 6.66%
for 1995, primarily due to the impact of decreases in overall market interest
rates.
Interest expense on borrowings totalled $309 million for the year ended
December 31, 1996, an increase of $126 million from the year ended December 31,
1995. The increase was attributable to the net effect of a volume increase for
borrowings assumed in the 1996 Acquisitions, the issuances of the 9 1/8% Senior
Subordinated Notes and the 12 1/2% Senior Notes, and additional borrowings to
replace the deposits sold in the Branch Sales, partially offset by the impact
of decreases in the rates paid on such borrowings largely due to the shorter
weighted average maturity of the borrowings at December 31, 1996 compared to
December 31, 1995. The average balance outstanding for the year ended December
31, 1996 and 1995 was $4.6 billion and $2.2 billion, respectively. The weighted
average interest rate on these borrowings decreased to 6.77% during the year
ended December 31, 1996 from 8.26% for the year ended December 31, 1995,
primarily due to the impact of decreases in overall market interest rates and
the shorter average maturity of the portfolio.
Net Interest Income. Net interest income was $386 million for the year
ended December 31, 1996, an increase of $45 million from the year ended
December 31, 1995. The interest rate spread increased to 2.47% for the year
ended December 31, 1996 from 2.36% for the year ended December 31, 1995.
Noninterest Income. Total noninterest income, consisting primarily of loan
servicing fees, customer banking fees, management fees and gains on the Branch
Sales and on sales of loans and loan servicing rights, was $653 million for the
year ended December 31, 1996, an increase of $502 million from the year ended
December 31, 1995. This increase included (i) gains on sales of branches of
$363.3 million, (ii) gain from the sale of ACS stock of $40.4 million and (iii)
gains recognized in connection with the termination of the Assistance Agreement
of $25.6 million.
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Loan servicing fees, net of amortization of MSRs, were $124 million for
the year ended December 31, 1996, compared to $70 million for the year ended
December 31, 1995. This increase was due to the addition of the mortgage
servicing portfolios acquired in the Maryland Acquisition, the LMUSA Purchases
and the 1996 Acquisitions, as well as MSRs originated through the increased
origination capacity provided by these acquisitions. The 1-4 unit residential
loan servicing portfolio, excluding loans serviced for the Bank, increased from
$7.4 billion at January 1, 1995 to $27.0 billion at January 1, 1996 and to
$43.1 billion at December 31, 1996. During the year ended December 31, 1996,
the Company sold $4.9 billion in 1-4 unit residential loans originated for sale
as part of its ongoing mortgage banking operations compared to $1.2 billion of
such sales for 1995.
Customer banking fees and service charges related to retail banking
operations, consisting of depositor fees for transaction accounts, overdrafts,
and miscellaneous other fees, were $45 million for the year ended December 31,
1996, compared to $47 million for the year ended December 31, 1995. The
decrease was attributable to the impact of decreased revenues associated with
the Branch Sales, partially offset by the increased revenues from the retail
banking operations acquired in the Branch Purchases and the 1996 Acquisitions.
Management fees totaled $10 million for the year ended December 31, 1996
compared to $15 million for the year ended December 31, 1995. The decrease was
attributable principally to a reduction in the amount of assets under
management as a result of the expiration of contracts with the Resolution Trust
Corporation and other third parties.
Gain on sales of branches was $363.3 million for the year ended December
31, 1996. See Note 3 to the accompanying financial statements of the Company
for additional information regarding the Branch Sales.
Gain on sales of loans was $18 million for the year ended December 31,
1996. The increase was attributable in part to a gain of $7.5 million on the
sale of $298.0 million of consumer loans during the first quarter of 1996. In
addition, the Company experienced increased gains on sales of 1-4 unit
residential loans due to the adoption of Statement of Financial Accounting
Standards No. 122, "Accounting for Mortgage Servicing Rights, an amendment to
Statement No.
65" ("SFAS No. 122") on April 1, 1995. See "--Mortgage Banking Operations."
Gain on sales of assets was $38 million for the year ended December 31,
1996. The gain was primarily the result of a $40.4 million gain from the sale
of ACS stock, partially offset by a writedown recorded on certain CMOs in the
mortgage-backed securities available-for-sale portfolio determined to have a
permanent impairment in value.
Dividends on FHLB stock were $12 million for the year ended December 31,
1996, an increase of $5 million from the year ended December 31, 1995. The
increase was primarily attributable to the 1996 Acquisitions and an increase in
FHLB advances as a result of the Branch Sales.
Gain from the termination of the Assistance Agreement was $26 million for
the year ended December 31, 1996.
Other noninterest income was $18 million for the year ended December 31,
1996, an increase of $7 million from the year ended December 31, 1995. The
increase was primarily attributable to a $3 million increase in disbursement
float interest income and $2 million of interest received related to the
favorable outcome of an arbitration hearing.
Noninterest Expense. Total noninterest expense was $492 million for the
year ended December 31, 1996, an increase of $159 million from the year ended
December 31, 1995. The increase was principally due to additional compensation,
loan expense, deposit insurance premiums and other noninterest expenses which
were primarily related to the growth of the Company through the various
acquisitions in 1995 and the first half of 1996 and the Special SAIF
Assessment.
Total compensation and employee benefits expense was $205 million for the
year ended December 31, 1996, an increase of $51 million from the year ended
December 31, 1995, primarily attributable to $35.6 million of Incentive Plan
accruals. The number of full time employees decreased to 3,547 for the year
ended December 31, 1996, compared to 3,619 for the year ended December 31,
1995. This decrease was primarily due to the net impact of a reduction in
employees as a result of the Branch Sales and the Company's cost reduction
program, partially offset by employee additions in the mortgage banking
operations related to the servicing portfolios acquired in the LMUSA Purchases
and an increase in retail banking employees attributed to the 1996
Acquisitions.
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Occupancy and equipment expense was $52 million for the year ended
December 31, 1996, an increase of $2 million from the year ended December 31,
1995, attributed primarily to increased expenses resulting from the Maryland
and 1996 Acquisitions and the LMUSA Purchases, partially offset by the net
effect of operations sold in the Branch Sales.
SAIF deposit insurance premiums increased $59 million, to $81 million, for
the year ended December 31, 1996. The increase was primarily due to the $60
million Special SAIF Assessment.
Loan expense was $31 million for the year ended December 31, 1996, an
increase of $19 million from the year ended December 31, 1995. The increase
related to additional expenses associated with the higher volume of loans
serviced due to the LMUSA Purchases, the Maryland Acquisition and increased
loan production. Such expenses included subservicing fees paid on acquired
servicing portfolios prior to conversion to FNMC's systems and increased
pass-through interest expense for loan payoffs in serviced loan pools. In
addition, such expenses also included outside appraisal fees, inspection fees,
and provision for losses on loans insured by the Federal Housing Administration
or guaranteed by the Veterans Administration.
Professional fees increased $8 million, to $19 million, for the year ended
December 31, 1996. This increase included additional expenses related to the
loan servicing portfolios acquired in the LMUSA Purchases, as well as
additional accruals for various legal and litigation expenses.
Foreclosed real estate operations, including gains on sales, resulted in a
net gain of $7 million for the year ended December 31, 1996 compared to a net
gain of $1 million for the same period in 1995. The change was attributable to
a higher volume of sales in 1996 at comparatively higher prices to carrying
values.
Amortization of intangible assets increased to $9 million for the year
ended December 31, 1996 from $1 million for 1995, primarily due to the
amortization of $132.1 million in goodwill recorded in connection with the 1996
Acquisitions.
Other noninterest expense was $80 million for the year ended December 31,
1996, an increase of $19 million from the year ended December 31, 1995,
principally due to increased telecommunications, postage, office supplies,
insurance, OTS assessments and travel expenses, all of which are attributed
primarily to the increased loan servicing activity that resulted from the
Maryland Acquisition and the LMUSA Purchases.
Provision for Income Taxes. During the years ended December 31, 1996 and
1995, the Company recorded income tax benefit of $75.8 million and $57.2
million, respectively. Based on a favorable earnings trend since the
consummation of the FN Acquisition and future earnings expectations, management
changed its judgment of Parent Holdings' ability to realize its deferred tax
assets and recognized a deferred tax benefit (i.e., a reduction in the
valuation allowance) of $69 million in the fourth quarter of 1995 and an
additional $125 million in the second quarter of 1996. Management believes that
the realization of such asset is more likely than not, based on the expectation
that the Company will generate the necessary amount of taxable income in future
periods. Included in tax expense for the year ended December 31, 1995 is the
reversal of 1993 and 1994 over-accruals of federal taxes totalling $1.7
million. Parent Holdings' effective federal income tax rates before
extraordinary items and minority interest were (22%) and (56%) during the years
ended December 31, 1996 and 1995, respectively, while its statutory federal
income tax rate was 35% during both periods. The difference between the
effective and statutory rates was primarily the result of the utilization of
net operating loss carryforwards for both periods, the reversal of 1993 and
1994 over accruals for the year ended December 31, 1995 and the recognition of
a $125 million and $69 million deferred tax benefit in 1996 and 1995,
respectively. Parent Holdings' effective state income tax rates before
extraordinary items and minority interest were approximately 7% and 9% during
the years ended December 31, 1996 and 1995, respectively.
Extraordinary Item. During the year ended December 31, 1996, the Company
repurchased $44 million aggregate principal amount of the $50 million in 11.20%
Senior Notes assumed in the SFFed Acquisition, resulting in a loss of $1.6
million, net of income taxes. During the year ended December 31, 1995, the
Company recorded a gain of $2.0 million on the early extinguishment of $250
million in FHLB advances, net of income taxes.
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Minority Interest. During the year ended December 31, 1996, minority
interest included dividends of $43.2 million on the Bank Preferred Stock, $4.8
million on the FN Holdings Preferred Stock and $113.1 million representing that
portion of FN Holdings' income attributable to its class B common stock which
is owned by Hunter's Glen.
PROVISION FOR FEDERAL AND STATE INCOME TAXES
During the years ended December 31, 1997, 1996 and 1995, Parent Holdings
recorded income tax expense (benefit), excluding the tax effects associated
with extraordinary items and minority interest in 1997, 1996 and 1995, of $41.3
million, $(75.8) million, and $(57.2) million, respectively. Parent Holdings'
effective income tax rates were 17%, (15)%, and (47)%, in 1997, 1996 and 1995,
respectively. Parent Holdings' federal statutory income tax rate was 35% in
each of 1997, 1996, and 1995. The difference between effective and statutory
rates was primarily the result of offsetting certain deductions and losses with
the receipt of non-taxable FSLIC/RF assistance payments and, in 1996 and 1995,
the recognition of a deferred tax benefit totalling $125 million and $69
million, respectively.
For federal income tax purposes, Parent Holdings is included in the Mafco
Group and accordingly, its federal taxable income and loss will be included in
the consolidated federal income tax return filed by Mafco Holdings.
The Bank, FN Holdings and Mafco Holdings are parties to a tax sharing
agreement effective as of January 1, 1994 (the "Tax Sharing Agreement"),
pursuant to which (i) the Bank will pay to FN Holdings amounts equal to the
income taxes that the Bank would be required to pay if it were to file a return
separately from the affiliated group of which Mafco Holdings is the common
parent (the "Mafco Group") and (ii) FN Holdings will pay to Mafco Holdings
amounts equal to the income taxes that FN Holdings would be required to pay if
it were to file a consolidated return on behalf of itself and the Bank
separately from the Mafco Group. The Tax Sharing Agreement allows the Bank to
take into account, in determining its liability to FN Holdings, any net
operating loss carryovers that it would have been entitled to utilize if it had
filed separate returns for each year since the formation of the Bank. The Tax
Sharing Agreement also allows FN Holdings to take into account, in determining
its liability to Mafco Holdings, any net operating losses that it would have
been entitled to utilize if it had filed a consolidated return on behalf of
itself and the Bank for each year since the formation of the Bank. Accordingly,
pursuant to the Tax Sharing Agreement, the benefits of any net operating losses
generated by the Bank since its formation are retained by the Bank and FN
Holdings. Parent Holdings has not entered into any tax sharing agreements.
The Bank had generated significant federal income tax net operating losses
since it was organized in December 1988. This is due, in part, to the fact
that, under applicable federal income tax law, certain financial assistance
received by the Bank pursuant to the Assistance Agreement was excluded from the
taxable income of the Bank. In addition to such tax-free financial assistance,
the Bank had been entitled to its normal operating deductions, including
interest expense and certain losses relating to its loan portfolio. As a
result, the Bank generated significant net operating losses for federal income
tax purposes even though its operations were profitable. Furthermore, under the
reorganization provisions of the Code, the Bank succeeded to certain net
operating loss carryovers of the Texas Closed Banks.
At December 31, 1997, if Parent Holdings had filed a consolidated tax
return on behalf of itself and its subsidiaries for each year since the
formation of California Federal, it would have had approximately $2.0 billion
of regular net operating losses and approximately $789 million of alternative
minimum tax ("AMT") net operating losses, both of which Parent Holdings would
have been entitled to utilize. A portion of such losses, to the extent not
previously used to offset income, would expire in the year 2004 and in each
year thereafter, and would fully expire in 2010. Under applicable tax law, only
90% of a corporation's alternative minimum taxable income may be offset by
carryovers from other years. Thus, 10% of the alternative minimum taxable
income earned by the Bank in the current period will be subject to federal
income tax at an effective rate of 20%. Under the Tax Sharing Agreement, the
Company has eliminated a significant portion of the amounts that it otherwise
would be required to pay to Mafco in respect of federal income tax. Payments
made by FN Holdings under the Tax Sharing Agreement with the Mafco Group during
the years ended December 31, 1997, 1996 and 1995 totalled $18.6 million, $14.1
million and $3.1 million, respectively. Such payments may increase
significantly at the time that the net operating losses described above are
either used in full to offset income or expire. During 1998 or 1999, the
Company anticipates that the AMT net operating losses will be fully utilized
and the Company will begin providing federal income tax expense at a rate of
20%. Prior to the Company utilizing all of its AMT net operating losses, it
will provide federal income tax expense at a 2% rate because 90% of AMT net
operating losses are available to offset AMT income.
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Under federal tax law, Parent Holdings and the Bank will be subject to
several liability with respect to the consolidated federal income tax
liabilities of the Mafco Group for any taxable period during which Parent
Holdings or the Bank is, as the case may be, a member of such group. Therefore,
Parent Holdings or the Bank may be required to pay the Mafco Group's
consolidated federal tax liability notwithstanding prior payments made under
the Tax Sharing Agreement by FN Holdings or the Bank to Mafco Holdings. Mafco
Holdings has agreed, however, under the Tax Sharing Agreement, to indemnify
Parent Holdings and the Bank for any such federal income tax liability (and
certain state and local tax liabilities) of Mafco Holdings or any of its
subsidiaries (other than FN Holdings and the Bank) that FN Holdings or the Bank
is actually required to pay.
If for any reason Parent Holdings was to deconsolidate from the Mafco
Group, only the amount of the net operating loss carryovers of Parent Holdings
not already utilized by the Mafco Group would be available to offset the
taxable income of Parent Holdings subsequent to the date of deconsolidation. If
Parent Holdings had deconsolidated as of December 31, 1997, Parent Holdings
would have had approximately $970 million of regular net operating loss
carryforwards. It cannot be predicted to what extent the Mafco Group will
utilize the net operating losses of Parent Holdings in the future or the
amount, if any, of net operating loss carryforwards that Parent Holdings may
have upon deconsolidation. Additionally, the net operating loss carryovers are
subject to review and potential disallowance, in whole or in part, by the
Internal Revenue Service. Upon consummation of the Golden State Merger, Parent
Holdings and its subsidiaries, including the Bank, will deconsolidate from the
Mafco Group. The amount of net operating loss carryovers available to offset
the taxable income of Parent Holdings and its subsidiaries will be reduced.
On August 20, 1996, the Small Business Job Protection Act of 1996 ("the
Act"), was enacted into law generally effective for years beginning after 1995.
One provision of the Act repealed the Section 593 reserve method of accounting
for bad debts by thrift institutions which are treated as large banks. Another
provision of the Act requires the Company to take into income the balance of
its post-1987 bad debt reserves over a six year period beginning in 1996
subject to a two-year deferral if certain residential loan tests are satisfied.
As of December 31, 1995, the Company had approximately $279 million of
post-1987 bad debts reserves that are subject to recapture. The Company had
fully provided for the tax related to this recapture.
In accordance with SFAS No. 109 "Accounting for Income Taxes," a deferred
tax liability has not been recognized for the base year reserves of the
Company. The base year reserves are generally the balance of the tax bad debt
reserve as of December 31, 1987 reduced proportionately for reductions in the
Company's loan portfolio since that date. At December 31, 1997, the amount of
those reserves was approximately $152 million. The amount of the unrecognized
deferred tax liability at December 31, 1997 was approximately $53 million.
Pursuant to the Act, circumstances that may require an accrual of this
unrecorded tax liability are a failure to meet the definition of a "bank" for
federal income tax purposes, dividend payments in excess of tax earnings and
profits, and other distributions, dissolution, liquidation or redemption of
stock, excluding preferred stock meeting certain conditions.
The Company is subject to taxation in certain states in which it operates,
including California. For California franchise tax purposes, savings
institutions are taxed as "financial corporations." Financial corporations are
taxed at the general corporate franchise tax rate plus an "in lieu" rate based
on their statutory exemption from local business and personal property taxes.
California has not adopted conforming federal tax law changes to the
computation of the bad debt deduction.
TAX EFFECTS OF DIVIDEND PAYMENTS BY THE BANK
Dividend distributions made to FN Holdings, as the sole owner of the
Bank's common stock, and to holders of the Bank Preferred Stock, in each case
in excess of the Bank's accumulated earnings and profits, as well as any
distributions in dissolution or in redemption or liquidation of stock, may
cause the Bank to recognize a portion of its tax bad debt reserves as income,
and accordingly, could cause the Bank to make payments to FN Holdings under the
Tax Sharing Agreement. As a result, FN Holdings may be required to make
payments to Mafco Holdings under the Tax Sharing Agreement if FN Holdings has
insufficient expenses and losses to offset such income. The Bank does not
expect to generate substantial amounts of federal taxable income (after taking
into account its net operating loss carryovers) from any recapture of its bad
debt reserve. Accordingly, the recapture of its bad debt reserve as a result of
distributions to stockholders, or of the redemption of stock, would not be
expected to have a material adverse effect on the Bank.
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PROVISION FOR LOAN LOSSES
The adequacy of the allowance for loan losses is periodically evaluated by
management in order to maintain the allowance at a level that is sufficient to
absorb expected loan losses. The Company charges current earnings with a
provision for estimated credit losses on loans receivable. The provision
considers both specifically identified problem loans as well as credit risks
not specifically identified in the loan portfolio. The Company established
provisions for loan losses of $80 million, $40 million and $37 million for the
years ended December 31, 1997, 1996 and 1995, respectively. The allowance for
loan losses is increased by provisions for loan losses and decreased by
charge-offs (net of recoveries). The increase in the provision for losses from
1995 through 1997 is due to the increased loan production activity (primarily
1-4 unit residential) and loans acquired through acquisitions in 1996 and 1997.
The ultimate collectibility of the loans is susceptible to changes in the
economic conditions in such regions. A significant portion of the Company's
loans are secured by real estate located in Southern California, where real
estate prices, although improved during the past year, have not increased as
rapidly as real estate prices in the Company's other primary lending areas.
Management's periodic evaluation of the adequacy of the allowance for loan
losses is based on past loan loss experience, known and inherent risks in the
portfolio, potential adverse situations that may affect the borrower's ability
to repay, estimated value of any underlying collateral, and current and
prospective economic conditions.
Although management believes that its present allowance for loan losses is
adequate, it will continue to review its loan portfolio to determine the extent
to which any changes in economic conditions or loss experience may require
further provisions in the future.
ASSET AND LIABILITY MANAGEMENT
Banks and savings associations are subject to interest rate risk to the
degree that their interest-bearing liabilities, consisting principally of
deposits, securities sold under agreements to repurchase and FHLB advances,
mature or reprice more or less frequently, or on a different basis, than their
interest-earning assets. A key element of the banking business is the
monitoring and management of liquidity risk and interest rate risk. The process
of planning and controlling asset and liability mixes, volumes and maturities
to influence the net interest spread is referred to as asset and liability
management. The objective of the Company's asset and liability management is to
maximize the net interest income over changing interest rate cycles within the
constraints imposed by prudent lending and investing practices, liquidity needs
and capital planning.
Parent Holdings, through the Bank, actively pursues investment and funding
strategies to minimize the sensitivity of its earnings to interest rate
fluctuations. The Company measures the interest rate sensitivity of its balance
sheet through gap and duration analysis, as well as net interest income and
market value simulation, and, after taking into consideration both the
variability of rates and the maturities of various instruments, evaluates
strategies which may reduce the sensitivity of its earnings to interest rate
and market value fluctuations. An important decision is the selection of
interest-bearing liabilities and the generation of interest-earning assets
which best match relative to interest rate changes. In order to reduce interest
rate risk by increasing the percentage of interest sensitive assets, the
Company has continued its emphasis on the origination of ARM products for its
portfolio. Where possible, the Company seeks to originate real estate loans
that reprice frequently and that on the whole adjust in accordance with the
repricing of its liabilities. At December 31, 1997, approximately 92% of the
Company's real estate loan portfolio consisted of ARMs.
ARMs have from time to time been offered with low initial interest rates
as marketing inducements. In addition, most ARMs are also subject to periodic
interest rate adjustment caps or floors. In a period of rising interest rates,
ARMs could reach a periodic adjustment cap while still at a rate significantly
below their contractual margin over existing market rates. Since repricing
liabilities are typically not subject to such interest rate adjustment
constraints, the Company's net interest margin would most likely be negatively
impacted in this situation. Certain ARMs now offered by the Company have a
fixed monthly payment for a given period, with any changes as a result of
market interest rates reflected in the unpaid principal balance through
negative amortization. From the lender's perspective, these loans respond most
quickly to rate changes because interest accruals immediately reflect the loans
as though they were fully indexed.
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As a result of the FN and Cal Fed Acquisitions, the Company acquired the
rights and assumed obligations related to certain interest rate swap agreements
that were entered into to hedge certain FHLB advances. Under the terms of these
agreements, the Company pays a variable rate based on LIBOR and receives fixed
rates. The Company had interest rate swap agreements with a notional principal
amount outstanding of $400 million at December 31, 1997. During 1997, 1996 and
1995, the Company's net interest margin increased (decreased) by $.6 million,
$.6 million and $(12.9) million, respectively, as a result of these interest
rate swap agreements, largely due to the amortization of the premium assigned
to these agreements in the FN and Cal Fed Acquisitions.
Gains and losses on early termination of these interest rate swap
agreements would be included in the carrying amount of the FHLB advances and
amortized over the remaining terms of such advances. The requirements that must
be satisfied in order to account for the swap agreements in this manner are as
follows: (1) the FHLB advances must expose the Company to interest rate risk,
and (2) at the inception of the hedge and throughout the hedge period, high
correlation of changes in the market value of the swaps and the fair value of
the FHLB advances must be probable so that the results of the swaps will
substantially offset the effects of interest rate changes on the FHLB advances.
If these requirements are not met, the swaps would be considered speculative
and marked to market with changes in market value reflected in noninterest
income.
One of the most important sources of a financial institution's net income
is net interest income, which is the difference between the combined yield
earned on interest-earning assets and the combined rate paid on
interest-bearing liabilities. Net interest income is also dependent on the
relative balances of interest-earning assets and interest-bearing liabilities.
A traditional measure of interest-rate risk within the savings industry is
the interest rate sensitivity gap, which is the sum of all interest-earning
assets minus the sum of all interest-bearing liabilities to be repriced within
the same period. A gap is considered positive when the amount of interest rate
sensitive assets exceeds interest rate sensitive liabilities, while the
opposite results in a negative gap. During a period of rising interest rates, a
negative gap would tend to adversely affect net interest income, and a positive
gap would tend to result in an increase in net interest income, while the
opposite would tend to occur in a period of falling rates.
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The following table sets forth the projected maturities based upon
contractual maturities as adjusted for projected prepayments and "repricing
mechanisms" (provisions for changes in the interest rates of assets and
liabilities), and the impact of interest rate swap agreements as of December
31, 1997. Prepayment rates are assumed in each period on substantially all of
the Company's loan portfolio based upon expected loan prepayments. Repricing
mechanisms on the Company's assets are subject to limitations such as caps on
the amount that interest rates and payments on its loans may adjust and,
accordingly, such assets may not respond in the same manner or to the same
extent to changes in interest rates as the Company's liabilities. In addition,
the interest rate sensitivity of the assets and liabilities illustrated in the
table would vary substantially if different assumptions were used or if actual
experience differed from the assumptions set forth. The Company's estimated
interest rate sensitivity gap at December 31, 1997 is as follows:
<TABLE>
<CAPTION>
Maturity/Rate Sensitivity
-----------------------------------------------------------
Within 1-5 Over 5 Noninterest
1 Year Years Years Bearing Total
------ ----- ----- ------- -----
(dollars in millions)
<S> <C> <C> <C> <C> <C>
INTEREST-EARNING ASSETS:
Securities held to maturity, interest-bearing deposits
in other banks and short-term investment
securities (1) (2) $ 62 $ -- $ 58 $ -- $ 120
Securities available for sale (3) 813 -- -- -- 813
Mortgage-backed securities available for sale (3) 5,076 -- -- -- 5,076
Mortgage-backed securities held to maturity (1) (4) 1,327 1 3 -- 1,331
Loans held for sale, net (3)(5) 1,469 -- -- -- 1,469
Loans receivable, net (1)(6) 17,165 1,529 998 -- 19,692
Investment in FHLB 468 -- -- -- 468
-------- -------- -------- -------- --------
Total interest-earning assets 26,380 1,530 1,059 -- 28,969
Noninterest-earning assets -- -- -- 2,393 2,393
-------- -------- -------- -------- --------
$ 26,380 $ 1,530 $ 1,059 $ 2,393 $ 31,362
======== ======== ======== ======== ========
INTEREST-BEARING LIABILITIES:
Deposits (7) $ 13,578 $ 2,613 $ 12 $ -- $ 16,203
Securities sold under agreements to repurchase (1) 1,829 -- 13 -- 1,842
FHLB advances (1) 5,263 4,258 22 -- 9,543
Other borrowings (1) 180 668 842 -- 1,690
-------- -------- -------- -------- --------
Total interest-bearing liabilities 20,850 7,539 889 -- 29,278
Noninterest-bearing liabilities -- -- -- 702 702
Minority interest -- -- -- 1,176 1,176
Stockholder's equity -- -- -- 206 206
-------- -------- -------- -------- --------
$ 20,850 $ 7,539 $ 889 $ 2,084 $ 31,362
======== ======== ======== ======== ========
Gap before interest rate swap agreements $ 5,530 $ (6,009) $ 170 $ (309)
Interest rate swap agreements (8) -- -- -- --
-------- -------- -------- --------
Gap adjusted for interest rate swap agreements $ 5,530 $ (6,009) $ 170 $ (309)
======== ======== ======== ========
Cumulative gap $ 5,530 $ (479) $ (309) $ (309)
======== ======== ======== ========
Gap as a percentage of total assets 17.6% (19.1)% 0.5% (1.0)%
==== ==== === ===
Cumulative gap as a percentage of total assets 17.6% (1.5)% (1.0)% (1.0)%
==== ==== === ===
</TABLE>
- --------------
(1) Based upon (a) contractual maturity, (b) instrument repricing date, if
applicable, and (c) projected repayments and prepayments of principal, if
applicable. Prepayments were estimated generally by using the prepayment
rates forecast by various large brokerage firms as of December
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31, 1997. The actual maturity and rate sensitivity of these assets could
vary substantially if future prepayments differ from prepayment estimates.
(2) Consists of $36 million of interest-bearing deposits in other banks, $26
million of short-term investment securities and $58 million of securities
held to maturity.
(3) As securities and mortgage-backed securities available for sale and loans
held for sale may be sold within one year, they are considered to be
maturing within one year.
(4) Excludes underlying non-performing loans of $6 million.
(5) Excludes non-performing loans of $15 million.
(6) Excludes allowance for loan losses of $439 million and non-performing
loans of $171 million.
(7) Fixed rate deposits and deposits with a fixed pricing interval are
reflected as maturing in the year of contractual maturity or first
repricing date. Money market deposit accounts, demand deposit accounts and
passbook accounts are reflected as maturing within one year.
(8) Agreements with notional amounts of $400 million maturing by April 1998
have no impact within the time periods presented.
At December 31, 1997, interest-bearing liabilities of Parent Holdings
exceeded interest-earning assets by $309 million. At December 31, 1996,
interest-bearing liabilities of Parent Holdings exceeded interest-earning
assets by $206 million. The change in the cumulative gap between the two
periods was due principally to the Cal Fed Acquisition and the assumption of
the 10 5/8% Notes.
The maturity/rate sensitivity analysis is a static view of the balance
sheet with assets and liabilities grouped into certain defined time periods,
and thus only partially depicts the dynamics of the Company's sensitivity to
interest rate changes. Being at a point in time, this analysis may not fully
describe the complexity of relationships between product features and pricing,
market rates and future management of the balance sheet mix. The Company
utilizes computer modeling, under various interest rate scenarios, to provide a
dynamic view of the effects of the changes in rates, spreads, and yield curve
shifts on net interest income.
The Company's risk management policies are established by the
Asset/Liability Management Committee ("ALCO") of the Bank. ALCO meets monthly
to formulate the Bank's investment and risk management strategies. The basic
responsibilities of ALCO include management of net interest income and market
value of portfolio equity to measure the stability of earnings, management of
liquidity to provide adequate funding, and the establishment of asset product
priorities by formulating performance evaluation criteria, risk evaluation
techniques and a system to standardize the analysis and reporting of
originations, competitive trends, profitability and risk. On a quarterly basis,
the Board of Directors of the Bank is apprised of ALCO strategies adopted and
their impact on operations, and, at least annually, the Board of Directors of
the Bank reviews the Bank's interest rate risk management policy statements.
See "--Quantitative and Qualitative Disclosures About Market Risk."
LIQUIDITY
The standard measure of liquidity in the savings industry is the ratio of
cash and short-term U.S. government and other specified securities to deposits
and borrowings due within one year. Effective November 24, 1997, the OTS
established a minimum liquidity requirement of 4.00%, a reduction from 5% which
had been in effect prior to that date in 1997 and in 1996. The Bank has been in
compliance with the liquidity regulations during 1997 and 1996.
Parent Holdings' funds are obtained from the repayment and maturities of
loans and mortgage-backed securities, customer and Brokered Deposits, loan
sales, securities sold under agreements to repurchase, FHLB advances and other
secured and unsecured borrowings.
A major source of the Company's funding is expected to be its retail
deposit branch network, which management believes will be sufficient to meet
its long-term liquidity needs. The ability of the Company to retain and attract
new deposits is dependent upon the variety and effectiveness of its customer
account products, customer service and convenience, and rates paid to
customers. The Company also obtains funds from the repayment and maturities of
loans and mortgage-backed securities, while additional funds can be obtained
from a variety of sources including customer and Brokered Deposits, loan sales,
securities sold under agreements to repurchase, FHLB advances, and other
secured and unsecured borrowings. It is anticipated that FHLB advances and
securities sold under agreements to repurchase will be secondary sources of
funding, and management expects there to be adequate collateral for such
funding requirements.
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The Company's primary uses of funds are the origination or purchase of
loans, the funding of maturing certificates of deposit and demand deposit
withdrawals, and the repayment of borrowings. Certificates of deposit scheduled
to mature during the twelve months ending December 31, 1998 total $7.8 billion.
The Company may renew these certificates, attract new replacement deposits,
replace such funds with other borrowings, or it may elect to reduce the size of
the balance sheet. In addition, at December 31, 1997, the Company had FHLB
advances and other borrowings aggregating $7.3 billion maturing within twelve
months. The Company may elect to pay off such debt or to replace such
borrowings with additional FHLB advances or other borrowings at prevailing
rates.
During 1994, California Federal issued 3,007,300 shares of the 11 1/2%
Preferred Stock. Cash dividends on the 11 1/2% Preferred Stock are
noncumulative and are payable at an annual rate of 11 1/2% if, when, and as
declared by the Board of Directors of the Bank. The payment of dividends by the
Bank is subject to certain federal laws applicable to savings associations.
Dividends on the 11 1/2% Preferred Stock totalling $34.6 million were declared
and paid during 1997.
In the FN Acquisition, the Company assumed $92.1 million of Old FNB's 10%
Subordinated Debentures Due 2006 which have an annual interest cost of $9.2
million. In the SFFed Acquisition, the Company assumed $50 million of the
11.20% Senior Notes. On September 12, 1996, the Company repurchased $44 million
aggregate principal amount of the 11.20% Senior Notes at a price of
approximately 116.45% of the principal amount, plus the accrued interest
thereon. The $6.0 million of 11.20% Senior Notes that remain outstanding have
an annual interest cost of $0.7 million.
In the Cal Fed Acquisition, the Company assumed certain indebtedness and
the 10 5/8% Preferred Stock, which have an annual interest/dividend cost of
$5.9 million and $18.3 million, respectively. Cash dividends on the 10 5/8%
Preferred Stock are noncumulative and are payable at an annual rate of 10 5/8%,
if, when, and as declared by the Board of Directors of the Bank. Similar to the
11 1/2% Preferred Stock, the payment of dividends by the Bank is subject to
certain federal laws applicable to savings associations. Dividends on the
10 5/8% Preferred Stock totalling $18.3 million were paid during the year ended
December 31, 1997.
At December 31, 1997, FN Holdings had $25 million of FN Holdings Preferred
Stock which has an annual dividend cost of approximately $2.5 million, not
including dividends paid in kind.
The annual dividends, net of taxes, on the REIT Preferred Stock were $36.6
million for the year ended December 31, 1997.
In the FN Escrow Merger, FN Holdings assumed the 10 5/8% Notes which have
an annual interest cost of $61.1 million.
The Company anticipates that cash and cash equivalents on hand, the cash
flow from assets as well as other sources of funds will provide adequate
liquidity for its operating, investing and financing needs and the Bank's
regulatory liquidity requirements for the foreseeable future. See
"Business--Regulation of the Bank." In addition to cash and cash equivalents of
$412.3 million at December 31, 1997, the Company has substantial additional
secured borrowing capacity with the FHLB and other sources.
Net cash used in operating activities for the year ended December 31, 1997
totalled $437.5 million, a decrease of $922.3 million from the year ended
December 31, 1996. The decrease was principally due to the increase in
purchases and originations of loans held for sale.
Net cash provided by operating activities for the year ended December 31,
1996 totalled $484.8 million, an increase of $877.0 million from the year ended
December 31, 1995. The increase was principally due to the increase in proceeds
from the sale of loans held for sale. Substantially all loan production in 1996
was sold in the secondary market, whereas variable rate loans originated during
the first nine months of 1995 were retained by the Company.
Net cash used in operating activities for the year ended December 31, 1995
totalled $392.2 million, an increase of $352.5 million from the year ended
December 31, 1994. The increase is principally due to the increase in loans
held for sale due to the additional production capacity from the Maryland
Acquisition and the LMUSA 1995 Purchase.
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Net cash used in investing activities for the year ended December 31, 1997
totalled $1.0 billion, a decrease of $3.2 billion from the year ended December
31, 1996. Cash flows used in investing activities included $198.3 million for
acquisitions, purchases of securities of $1.4 billion and purchases of $2.6
billion in mortgage-backed securities. Cash flows provided by investing
activities included a net decrease in loans receivable of $514.4 million,
principal payments on mortgage-backed securities totalling $1.4 billion and
proceeds from maturities of securities of $1.0 billion.
Net cash provided by investing activities for the year ended December 31,
1996 totalled $2.2 billion, an increase of $.4 billion from the year ended
December 31, 1995. Cash flows provided by investing activities included a net
decrease in loans receivable of $1.5 billion, principal payments on
mortgage-backed securities totalling $863.1 million and proceeds from
maturities of securities of $243.8 million. Cash flows used in investing
activities included a net $52.4 million from acquisitions, purchases of
securities of $507.3 million and purchases of $149.7 million in mortgage-backed
securities.
Net cash provided by investing activities for the year ended December 31,
1995 totalled $1.7 billion, an increase of $1.7 billion from the year ended
December 31, 1994. Cash flows provided by investing activities included $272.3
million from the FDIC Purchase and other dispositions of the Covered Assets,
principal payments on mortgage-backed securities totalling $570.9 million and
proceeds from maturities of securities of $344.5 million. Proceeds from sales
of loans receivable, including loans sold to Granite pursuant to the Put
Agreement of $199.5 million, totalled $431.2 million. Proceeds from the Branch
Purchases provided $501.4 million. Cash flows used in investing activities
included $214.7 million for the Maryland Acquisition and LMUSA 1995 Purchase
and purchases of securities of $162.8 million.
Net cash provided by financing activities for the year ended December 31,
1997 totalled $1.6 billion. Cash flows provided by financing activities
included additional borrowings of $19.6 billion, proceeds of $486.0 million
from the issuance of the REIT Preferred Stock and proceeds from the FN Escrow
Merger of $605.3 million. Cash flows used in financing activities included
principal payments on borrowings totalling $17.5 billion and a decrease in
deposits of $1.2 billion. Additionally, redemption of preferred stock totalled
$142.3 million and dividends on preferred and common stock, including dividends
paid to minority stockholders, totalled $122.8 million.
Net cash used in financing activities for the year ended December 31, 1996
totalled $2.7 billion. Principal payments on borrowings totalled $8.5 billion,
funding of the Branch Sales totalled $4.6 billion and the net decrease in
securities sold under agreements to repurchase totalled $202.2 million.
Additionally, cash used in financing activities included a capital distribution
to parent of $267.1 million and dividends of $374.4 million. Cash flows
provided by financing activities included additional borrowings of $11.1
billion (including $455 million from the issuance of the 12 1/2% Senior Notes)
and proceeds from the issuance of FN Holdings Preferred Stock of $145.4
million.
Net cash used in financing activities for the year ended December 31, 1995
totalled $1.2 billion. Principal payments on borrowings totalled $6.9 billion
and the net decrease in securities sold under agreements to repurchase totalled
$913.1 million. Additionally, dividends on the Company's common stock totalled
$90.0 million and dividends paid to minority stockholders totalled $34.6
million. Cash flows provided by financing activities included increases in
deposits (other than the Branch Purchases) of $542.6 million and additional
borrowings of $6.2 billion.
Parent Holdings' primary source of cash to pay the interest on and
principal of the 12 1/2% Senior Notes and the FN Holdings Notes is expected to
be distributions from the Bank. The annual interest on the 12 1/2% Senior Notes
is $56.9 million, the annual interest on the 12 1/4% Senior Notes is $24.5
million, the annual interest on the 9 1/8% Senior Subordinated Notes is $12.8
million, and the annual interest on the 10 5/8% Notes is $61.1 million.
The terms of the Bank Preferred Stock provide that the Bank may not
declare or pay any dividends or other distributions (other than in shares of
common stock of the Bank or other Bank Junior Stock), with respect to any Bank
Junior Stock or repurchase, redeem or otherwise acquire, or set apart funds for
the repurchase, redemption or other acquisition of any Bank Junior Stock
(including the common stock held by FN Holdings) through a sinking fund or
otherwise, unless and until: (i) the Bank has paid in full dividends on the
Bank Preferred Stock for the four most recent dividend periods or funds have
been paid over to the dividend disbursing agent of the Bank for payment of such
dividends, and (ii) the Bank has declared a cash dividend on the Bank Preferred
Stock at the annual dividend rate for the current dividend period, and
sufficient funds have been paid over to the dividend disbursing agent of the
Bank for the payment of a cash dividend for such current dividend period. The
Bank is currently in compliance with such requirement.
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Similarly, the terms of the REIT Preferred Stock provide that Preferred
Capital Corp. may not declare or pay any dividends or other distributions
(other than in shares of common stock of Preferred Capital Corp. or other
Preferred Capital Corp. Junior Stock), with respect to any Preferred Capital
Corp. Junior Stock or repurchase, redeem or otherwise acquire, or set apart
funds for the repurchase, redemption or other acquisition of any Preferred
Capital Corp. Junior Stock (including the common stock held by the Bank)
through a sinking fund or otherwise, unless and until: (i) Preferred Capital
Corp. has paid full dividends on the REIT Preferred Stock for the four most
recent dividend periods or funds have been paid over to the dividend disbursing
agent of Preferred Capital Corp. for payment of such dividends, and (ii)
Preferred Capital Corp. has declared a cash dividend on the REIT Preferred
Stock at the annual dividend rate for the current dividend period, and
sufficient funds have been paid over to the dividend disbursing agent of
Preferred Capital Corp. for the payment of a cash dividend for such current
dividend period. Preferred Capital Corp. is currently in compliance with such
requirement.
Parent Holdings currently anticipates that, in order to pay the principal
amount of the 12 1/2% Senior Notes upon the occurrence of an Event of Default
(as defined in the 12 1/2% Senior Notes Indenture) or to redeem or repurchase
the 12 1/2% Senior Notes upon a Change of Control Put Event (as defined in the
12 1/2% Senior Notes Indenture) or, in the event that earnings from FN Holdings
are not sufficient to make distributions to Parent Holdings to enable it to pay
the principal amount of the 12 1/2% Senior Notes at maturity, Parent Holdings
may be required to adopt one or more alternatives, such as borrowing funds,
selling its equity securities or equity securities or assets of the Bank, or
seeking capital contributions or loans from its affiliates. None of the
affiliates of Parent Holdings are required to make any capital contributions or
other payments to Parent Holdings with respect to the Company's obligations on
the 12 1/2% Senior Notes. FN Holdings may be required to adopt similar
alternatives in order to pay the principal amount of the FN Holdings Notes.
There can be no assurance that any of the foregoing actions could be affected
on satisfactory terms, that any of the foregoing actions would enable Parent
Holdings to pay the principal amount of the 12 1/2% Senior Notes, or would
enable FN Holdings to pay the principal amount of the FN Holdings Notes, or
that any of such actions would be permitted by the terms of the 12 1/2% Senior
Notes Indenture, the FN Holdings Notes indentures or any other debt instruments
of Parent Holdings or its subsidiaries then in effect, by the terms of the Bank
Preferred Stock and the REIT Preferred Stock or under applicable federal thrift
laws or regulations. The events that constitute a Change of Control Put Event
under the 12 1/2% Senior Notes Indenture will, with few exceptions, also permit
the holders of FN Holdings Notes to require FN Holdings to repurchase such
indebtedness.
The terms of the FN Holdings Notes indentures generally limit
distributions (and other Restricted Payments (as defined therein)) to 75% of
the consolidated net income of FN Holdings and require, among other things,
that, in order for FN Holdings to distribute any cash or otherwise make any
Restricted Payment, after giving effect to such distribution or payment the
Bank must be "well capitalized" under applicable OTS regulations and the
Consolidated Common Shareholders' Equity (as defined therein) of the Bank must
be at least equal to the Minimum Common Equity Amount (as defined therein). The
FN Holdings Indentures and the 12 1/2% Senior Notes Indenture permit FN
Holdings to loan funds to any affiliate, including Parent Holdings, provided
that the Consolidated Common Shareholders' Equity of the Bank must be at least
equal to the Minimum Common Equity Amount and that the terms of any such loan
must be on terms that would be obtainable in arm's length dealings. Subject to
such restrictions, such loans may consist of any and all funds available to FN
Holdings, whether or not such funds may be distributed (or otherwise paid as a
Restricted Payment) pursuant to the terms of the FN Holdings Notes indentures.
The terms of the 12 1/2% Senior Notes Indenture generally permit the
Company to make distributions (and other Restricted Payments) of up to 65% of
the consolidated net income of the Company if, after giving effect to such
distribution or payment, (i) the Bank is "well capitalized" under applicable
OTS regulations and (ii) the Consolidated Common Shareholders' Equity of the
Bank is at least equal to the Minimum Common Equity Amount. Parent Holdings is
able to loan funds to its affiliates pursuant to the 12 1/2% Senior Notes
Indenture provided that the Consolidated Common Shareholders' Equity of the
Bank is at least equal to the Minimum Common Equity Amount and the terms of any
such loan are on terms that would be obtainable in arm's length dealings.
Subject to such restrictions, such loans may consist of any and all funds
available to the Company, whether or not such funds may be distributed (or
otherwise paid as a Restricted Payment) pursuant to the terms of the 12 1/2%
Senior Notes Indenture. Accordingly, there can be no assurance that,
notwithstanding the receipt by Parent Holdings of sufficient funds to enable it
to pay the principal amount of the 12 1/2% Senior Notes at maturity, Parent
Holdings will have funds available to pay the principal amount of the 12 1/2%
Senior Notes at maturity or prior to maturity upon the occurrence of an Event
of Default or to redeem or repurchase the 12 1/2% Senior Notes upon a Change of
Control Put Event.
Page 74
<PAGE>
FN Holdings is a holding company with no business operations of its own.
If indebtedness of FN Holdings or its subsidiaries were to be accelerated,
there could be no assurance that the assets of FN Holdings or its subsidiaries,
as the case may be, would be sufficient to repay in full borrowings under all
of such debt instruments or that the Bank would be able to distribute funds to
permit FN Holdings to provide sufficient funds to Parent Holdings to permit
Parent Holdings to pay interest on the 12 1/2% Senior Notes. FN Holdings' only
significant asset is all of the common stock of the Bank.
The terms and conditions of the 12 1/2% Senior Notes Indenture and the FN
Holdings Notes indentures impose restrictions that affect, among other things,
the ability of Parent Holdings or FN Holdings, as the case may be, to incur
debt, pay dividends or make distributions, engage in a business other than
holding the common stock of FN Holdings, in the case of Parent Holdings, make
acquisitions, create liens, sell assets and make certain investments. The
ability of Parent Holdings and its subsidiaries to comply with the foregoing
provisions can be affected by events beyond their control. The breach of any of
these covenants could result in a default under one or more of the debt
instruments of Parent Holdings or its subsidiaries. In the event of a default
under any indebtedness of Parent Holdings or its subsidiaries, the holders of
such indebtedness could elect to declare all amounts outstanding under their
respective debt instruments to be due and payable. Any such declaration under a
debt instrument of Parent Holdings or its subsidiaries is likely to result in
an event of default under one or more of the other debt instruments of Parent
Holdings or its subsidiaries. If indebtedness of Parent Holdings or its
subsidiaries were to be accelerated, there could be no assurance that the
assets of Parent Holdings or its subsidiaries, as the case may be, would be
sufficient to repay in full borrowings under all of such debt instruments,
including the 12 1/2% Senior Notes.
IMPACT OF INFLATION AND CHANGING PRICES
Prevailing interest rates have a more significant impact on the Company's
performance than does the general level of inflation. While interest rates may
bear some relationship to the general level of inflation (particularly in the
long run), over short periods of time interest rates may not necessarily move
in the same direction or change in the same magnitude as the general level of
inflation. As a result, the business of the Company is generally not affected
by inflation in the short run, but may be affected by inflation in the long
run.
PROBLEM AND POTENTIAL PROBLEM ASSETS
Loans collectively reviewed for impairment by the Company include all 1-4
unit residential loans and performing multi-family and commercial real estate
loans under $500,000, excluding loans which have entered the workout process.
The Company considers a loan to be impaired when, based upon current
information and events, it believes it is probable that the Company will be
unable to collect all amounts due according to the contractual terms of the
loan agreement. Any insignificant delay (i.e., 60 days or less) or
insignificant shortfall in amount of payments will not cause a loan to be
considered impaired. In determining impairment, the Company considers large
non-homogeneous loans including nonaccrual loans, troubled debt restructurings,
and performing loans which exhibit, among other characteristics, high LTV
ratios, low debt-coverage ratios or other indications that the borrowers are
experiencing increased levels of financial difficulty. The Company bases the
measurement of collateral-dependent impaired loans on the fair value of the
loan's collateral. The amount, if any, by which the recorded investment of the
loan exceeds the measure of the impaired loan's value is recognized by
recording a valuation allowance.
At December 31, 1997, the carrying value of loans that are considered to
be impaired totalled $110.1 million (of which $18.6 million were on nonaccrual
status). The average recorded investment in impaired loans during the year
ended December 31, 1997 was approximately $112.9 million. For the year ended
December 31, 1997, the Company recognized interest income on those impaired
loans of $10.5 million, which included $.6 million of interest income
recognized using the cash basis method of income recognition.
Page 75
<PAGE>
The following table presents the amounts, net of specific allowances for
losses and purchase accounting adjustments, of the Company's non-performing
loans, foreclosed real estate, repossessed assets, troubled debt
restructurings, and impaired loans as of the dates indicated. These categories
are not mutually exclusive; certain loans are included in more than one
classification.
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
-------------------------------------- --------------------------------------
Non-performing Impaired Restructured Non-performing Impaired Restructured
(in millions)
<S> <C> <C> <C> <C> <C> <C>
Real Estate:
1-4 unit residential $165 $ -- $ 2 $146 $ -- $ 3
5+ unit residential 12 43 7 13 47 55
Commercial and other 6 67 26 9 54 28
Land -- -- -- -- -- 1
Construction 2 -- -- 1 1 --
---- ---- --- ---- ---- ---
Total real estate 185 110 35 169 102 87
Non-real estate 7 -- -- 3 -- --
---- ---- --- ---- ---- ---
Total loans 192 $110(a) $35(b) 172 $102(a) $87(b)
==== === ==== ===
Foreclosed real estate, net 77 52
Repossessed assets 3 --
---- ----
Total non-performing assets $272 $224
==== ====
</TABLE>
--------------
(a) Includes $18.6 and $22.6 million of non-performing loans and $17.5 and
$18.3 million of loans classified as troubled debt restructurings at
December 31, 1997 and 1996, respectively.
(b) Includes non-performing loans of $2.1 million and $2.4 million at
December 31, 1997 and 1996, respectively. At December 31, 1997 and
1996, $1.7 million and $2.4 million, respectively, of these
non-performing, troubled debt restructurings were also considered
impaired.
There were no accruing loans contractually past due 90 days or more at
December 31, 1997 or 1996.
Non-performing assets at December 31, 1997 included $91.3 million of
non-performing loans and $32.6 million of foreclosed real estate which were
acquired in the Cal Fed Acquisition and the 1996 Acquisitions. The Company's
non-performing assets, consisting of nonaccrual loans, net of purchase
accounting adjustments, repossessed assets and foreclosed real estate, net,
increased slightly to $272 million at December 31, 1997, compared with $224
million at December 31, 1996. On the other hand, non-performing assets as a
percentage of the Bank's total assets decreased to .87% at December 31, 1997,
from 1.36% of total assets at December 31, 1996. The decrease in the Bank's
non-performing assets as a percentage of total assets is due to the level of
the Bank's non-performing assets increasing less than the significant increase
in total assets over such time period.
Management continuously seeks to manage the Company's credit risk by
assessing the current and estimated future performance of the real estate
markets in which it operates. The Company continues to place a high degree of
emphasis on the management of its asset portfolio. The Company has three
distinct asset management functions: performing loan asset management, problem
loan asset management and credit review. Each of these three functions is
charged with the responsibility of reducing the risk profile within the
residential, commercial and multi-family asset portfolios by applying asset
management and risk evaluation techniques that are consistent with the
Company's portfolio management strategy and regulatory requirements. In
addition to these asset management functions, the Bank has a specialized credit
risk management group that is charged with development of credit policies and
performing credit risk analyses for all asset portfolios.
Page 76
<PAGE>
The following table presents non-performing real estate assets by
geographic region of the country as of December 31, 1997:
<TABLE>
<CAPTION>
Total
Non-performing Foreclosed Non-performing
Real Estate Real Estate, Real Estate Geographic
Loans, Net (2) Net (2) Assets Concentration
-------------- ------- ------ -------------
(dollars in millions)
<S> <C> <C> <C> <C>
Region:
Northeast (1) $ 33 $14 $ 47 17.9%
California 116 48 164 62.6
Other regions 36 15 51 19.5
---- --- ---- -----
Total $185 $77 $262 100.0%
==== === ==== =====
</TABLE>
--------------
(1) Consists of Connecticut, Massachusetts, New Hampshire, New Jersey,
New York, Pennsylvania, Rhode Island and Delaware.
(2) Net of purchase accounting adjustments and specific allowances for
losses.
The level of non-performing assets is directly affected by economic
conditions throughout the country. The following table indicates non-performing
real estate loans, net of purchase accounting adjustments and specific
allowances for losses, by collateral type, interest rate type and state
concentration as of December 31, 1997:
<TABLE>
<CAPTION>
1-4 unit 5+ unit Commercial Total
Residential Residential and Other Non-performing
------------------ ------------------ ----------------- Real Estate % of
State Variable Fixed Variable Fixed Variable Fixed Loans Total
----- -------- ----- -------- ----- -------- ----- ----- -----
(dollars in millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
California $ 91 $ 7 $ 9 $1 $7 $1 $116 62.7%
New York 16 4 1 -- -- -- 21 11.4
Hawaii 8 1 -- -- -- -- 9 4.9
Florida 6 3 -- -- -- -- 9 4.9
New Jersey 5 1 -- -- -- -- 6 3.2
Ohio 2 1 -- -- -- -- 3 1.6
Illinois 2 1 -- -- -- -- 3 1.6
Connecticut 3 -- -- -- -- -- 3 1.6
Texas 1 1 -- -- -- -- 2 1.1
Other states (1) 8 4 1 -- -- -- 13 7.0
---- --- --- -- -- -- ---- -----
Total $142 $23 $11 $1 $7 $1 $185 100.0%
==== === === == == == ==== =====
</TABLE>
------------------
(1) There are 27 states, Puerto Rico and the District of Columbia, of
which no one state had non-performing loans in excess of 1% of the
total.
At December 31, 1997, the Company's largest non-performing asset was $5.5
million, and the Company had four non-performing assets over $2 million in size
with balances averaging approximately $3.9 million. At December 31, 1997, the
Company has 2,190 non-performing assets below $2 million in size, including
2,095 non-performing 1-4 unit residential assets.
Page 77
<PAGE>
The following table indicates outstanding balances of troubled debt
restructured loans, net of purchase accounting adjustments and specific
allowances for losses, by collateral type, interest rate type and state
concentration as of December 31, 1997:
<TABLE>
<CAPTION>
1-4 Unit 5+ Unit Commercial Total
Residential Residential and Other Troubled
---------------- ---------------- ---------------- Debt % of
Variable Fixed Variable Fixed Variable Fixed Restructured Total
-------- ----- -------- ----- -------- ----- ------------ -----
(dollars in millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
California $-- $2 $6 $-- $26 $-- $34 95.3%
Florida -- -- 1 -- -- -- 1 3.4
Other states (1) -- -- -- -- -- -- -- 1.3
--- --- --- --- --- --- --- -----
Total $-- $2 $7 $-- $26 $-- $35 100.0%
=== === === === === === === =====
</TABLE>
------------------
(1) There are five states of which no one state had troubled debt
restructured loans in excess of 1% of the total.
The following table indicates outstanding balances of impaired loans, net
of purchase accounting adjustments and specific allowances for losses, by
collateral type, interest rate type and state concentration as of December 31,
1997:
<TABLE>
<CAPTION>
5+ Unit Commercial
Residential and Other
----------------- ---------------- Total % of
Variable Fixed Variable Fixed Impaired Total
-------- ----- -------- ----- -------- -----
(dollars in millions)
<S> <C> <C> <C> <C> <C> <C>
California $35 $2 $47 $6 $ 90 81.9%
New York 3 1 2 -- 6 5.8
Illinois -- -- 5 -- 5 4.4
Hawaii -- -- 4 -- 4 3.3
Florida 1 -- 2 -- 3 2.3
Arizona -- -- -- 1 1 1.0
Other states (1) 1 -- -- -- 1 1.3
--- --- --- --- ---- -----
Total $40 $3 $60 $7 $110 100.0%
=== === === === ==== =====
</TABLE>
------------------
(1) There are four states of which no one state had impaired loans in
excess of 1% of the total.
Page 78
<PAGE>
A summary of the activity in the allowance for loan losses by loan type is
as follows for the years ended December 31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>
5+ Unit
Residential
1-4 Unit and Commercial Consumer
Residential Real Estate and Other Total
----------- ----------- --------- -----
(in millions)
<S> <C> <C> <C> <C>
Balance - December 31, 1994 $ 111 $ 83 $ 9 $ 203
Provision for loan losses 31 3 3 37
Charge-offs (27) (1) (5) (33)
Recoveries 1 -- 2 3
----- ----- ----- -----
Balance - December 31, 1995 116 85 9 210
Purchases and acquisitions, net 6 32 1 39
Provision for loan losses 34 2 4 40
Charge-offs (35) (4) (6) (45)
Recoveries 2 -- 1 3
----- ----- ----- -----
Balance - December 31, 1996 123 115 9 247
Purchases and acquisitions, net 55 79 30 164
Provision for loan losses 60 12 8 80
Charge-offs (38) (8) (10) (56)
Recoveries 2 -- 2 4
----- ----- ----- -----
Balance - December 31, 1997 $ 202 $ 198 $ 39 $ 439
===== ===== ===== =====
</TABLE>
The ratio of allowance for loan losses to non-performing loans at December
31, 1997, 1996 and 1995 was 228.5%, 143.2% and 122.8%, respectively. The
increase in the ratio is primarily attributed to the Cal Fed Acquisition and
the expiration of the Put Agreement.
MORTGAGE BANKING OPERATIONS
The Company, through California Federal and FNMC, has significantly
expanded its mortgage banking operations. Effective May 31, 1997, FNMC
consummated the Weyerhaeuser Purchase involving the acquisition of a
residential mortgage loan servicing portfolio of approximately $3.2 billion and
approximately 40,000 loans for a purchase price of $37.1 million. On September
30, 1997, FNMC sold MSRs for approximately 52,000 loans with an unpaid
principal balance of approximately $2.3 billion for a pre-tax gain of $14.0
million. With the consummation of the Weyerhaeuser Purchase, the acquisition of
additional 1-4 unit residential loan servicing portfolios in the Cal Fed
Acquisition and the MSRs resulting from the origination and sale of loans, the
1-4 unit residential loans serviced for others (including loans subserviced for
others and excluding loans serviced for the Bank) totalled $46.6 billion at
December 31, 1997, an increase of $3.5 billion from December 31, 1996. During
1997, the Company, through FNMC, originated $6.3 billion and sold (generally
with servicing retained) $5.5 billion 1-4 unit residential loans. Gross
revenues from mortgage loan servicing activities for 1997 totalled $235.7
million, an increase of $80.3 million from the year ended December 31, 1996.
A decline in long-term interest rates generally results in an acceleration
of mortgage loan prepayments. Higher than anticipated levels of prepayments
generally cause the accelerated amortization of MSRs and generally will result
in a reduction of the market value of MSRs and in the Company's servicing fee
income. To reduce the sensitivity of its earnings to interest rate and market
value fluctuations, the Company hedged the change in value of its MSRs based on
changes in interest rates ("MSR Hedge").
At December 31, 1997, the Company, through FNMC, was a party to several
interest rate floor contracts maturing from October 2001 through June 2002. The
Company paid counterparties a premium in exchange for cash payments in the
event that the 10-year Constant Maturity Treasury rate falls below negotiated
strike prices. At December 31, 1997, the notional amount of the interest rate
floors was $970 million and the strike prices were between 5.0% and 6.5%. In
addition, the Company, through FNMC, entered into principal-only swap
agreements with a notional amount of $99 million. The estimated market values
of interest rate floor contracts and swaps designated as hedges against MSRs at
December 31, 1997 were $18.0 million and $13.5 million, respectively.
Page 79
<PAGE>
The premium paid by the Company on the interest rate floor contracts is
based on the option decay rate. Amounts receivable or payable under the
principal-only swap agreements and amounts receivable under the interest rate
floor contracts or terminated hedges are included in the carrying value of MSRs
and are amortized as part of the MSRs basis. Gains and losses on early
termination of these hedges would be included in the carrying amount of the
related MSRs and amortized over the remaining terms of the assets. Two
requirements must be met in order to use these hedge accounting methods: (i)
MSRs must expose the Company to interest rate risk, and (ii) at the inception
of the hedge and throughout the hedge period, high correlation of changes in
the market value of the interest floor contracts and the principal-only swaps
and the fair value of the MSRs must be probable so that the results of the
interest floor contracts and the principal-only swaps will substantially offset
the effects of interest rate changes on the MSRs. If these requirements are not
met, the interest floor contracts and the principal-only swaps would be
considered speculative and marked to market with changes in market value
reflected in current earnings.
In accounting for its mortgage loan sales prior to April 1, 1995, a gain
or loss was recognized by the Company based on the sum of three components: (i)
the difference between the cash proceeds of the loan sales and the Company's
book value of the loans; plus (ii) the "excess servicing," if any; less (iii)
provisions for estimated losses to be incurred from limited recourse
obligations, if any. Excess servicing results in a capitalized asset that is
amortized as an offset to servicing fee income using the interest method over
the estimated remaining lives of the loans sold.
Effective April 1, 1995, the Company adopted SFAS No. 122 (superseded by
SFAS No. 125), which requires that, when a mortgage loan is sold and servicing
rights are retained, a portion of the cost of originating a mortgage loan be
allocated to the MSRs rights based on its fair market value. This cost of
originating the loan is capitalized and amortized over the period of estimated
future net servicing income. The net gains on sales of 1-4 unit residential
loans during the year ended December 31, 1997 totalled $24.7 million and
included amounts related to the capitalization of originated and excess MSRs of
$120.5 million.
The following is a summary of activity in MSRs and the MSR Hedge for the
year ended December 31, 1997 (in thousands):
<TABLE>
<CAPTION>
Total MSR
MSRs MSR Hedge Balance
---- --------- -------
<S> <C> <C> <C>
Balance at December 31, 1996 $420,187 $3,505 $423,692
Additions - Cal Fed Acquisition 44,497 -- 44,497
Additions - Weyerhaeuser Purchase 41,949 -- 41,949
Originated servicing 120,465 -- 120,465
Additions - other 27,939 -- 27,939
Sale - Servicing Sale (16,792) -- (16,792)
Sales - other (4) -- (4)
Premium paid on interest rate floor contracts -- 7,088 7,088
Payments received under interest rate floor contracts -- (471) (471)
Net received under principal-only swap
agreements -- (1,378) (1,378)
Amortization (106,972) (3,310) (110,282)
-------- ------ --------
Balance at December 31, 1997 $531,269 $5,434 $536,703
======== ====== ========
</TABLE>
Capitalized MSRs are amortized in proportion to, and over the period of,
estimated net servicing income. SFAS No. 125 requires enterprises to measure
the impairment of MSRs based on the difference between the carrying amount of
the MSRs and their current fair value. At December 31, 1997 and 1996, no
allowance for impairment of the MSRs was necessary.
Page 80
<PAGE>
CAPITAL RESOURCES
OTS capital regulations require savings associations to satisfy three
minimum capital requirements: tangible capital, core (leverage) capital and
risk-based capital. In general, an association's tangible capital, which must
be at least 1.5% of adjusted total assets, is the sum of common stockholders'
equity (including retained earnings), noncumulative perpetual preferred stock
and minority interest in equity accounts of fully consolidated subsidiaries,
less disallowed intangibles. An association's ratio of core capital to adjusted
total assets (the "core" capital or "leverage capital" ratio) must be at least
3%. Core capital generally is the sum of tangible capital plus certain other
qualifying intangibles. Under the risk-based capital requirement, a savings
association must have total capital (core capital plus supplementary capital)
equal to at least 8% of risk-weighted assets (which equals assets plus the
credit risk equivalent of certain off-balance sheet items, each multiplied by
the appropriate risk weight). Supplementary capital, which may not exceed 100%
of core capital for purposes of the risk-based requirement, includes, among
other things, certain permanent capital instruments such as qualifying
cumulative perpetual preferred stock, as well as some forms of term capital
instruments, such as qualifying subordinated debt. The capital requirements are
viewed as minimum standards by the OTS, and most associations are expected to
maintain capital levels well above the minimum. In addition, the OTS
regulations provide that minimum capital levels higher than those provided in
the regulations may be established by the OTS for individual savings
associations, depending upon their particular circumstances. The Bank currently
is not subject to any such individual minimum regulatory capital requirement.
The OTS and the other banking agencies recently proposed to amend the minimum
capital requirements to establish a minimum core capital requirement of 4% for
all but the strongest savings associations. These capital requirements are
applicable to the Bank but not to Parent Holdings. See "Business--Regulation
of the Bank--Regulatory Capital Requirements."
At December 31, 1997, the Bank's regulatory capital levels exceeded the
minimum regulatory capital requirements, with tangible, core and risk-based
capital ratios of 5.65%, 5.65% and 11.93%, respectively. The following is a
reconciliation of the Bank's stockholders' equity to regulatory capital as of
December 31, 1997:
<TABLE>
<CAPTION>
Tangible Core Risk-based
Capital Capital Capital
------- ------- -------
(dollars in millions)
<S> <C> <C> <C>
Stockholders' equity of the Bank $2,260 $2,260 $2,260
Minority interest - REIT Preferred Stock 500 500 500
Unrealized holding gain on securities available for sale, net (35) (35) (35)
Non-qualifying MSRs (54) (54) (54)
Non-allowable capital:
REIT Preferred Stock in excess of 25% of Tier 1 (71) (71) (71)
capital
Intangible assets (676) (676) (676)
Goodwill Litigation Asset (100) (100) (100)
Investment in subsidiaries (53) (53) (53)
Excess deferred tax asset (55) (55) (55)
Supplemental capital:
Qualifying subordinated debt debentures -- -- 94
General loan loss allowance -- -- 214
Assets required to be deducted:
Land loans with more than 80% LTV ratio -- -- (6)
------ ------- -------
Regulatory capital of the Bank 1,716 1,716 2,018
Minimum regulatory capital requirement 456 911 1,353
Fully capitalized items - -- 2
------ ------- -------
Excess above minimum capital requirement $1,260 $ 805 $ 663
====== ======= =======
</TABLE>
Page 81
<PAGE>
<TABLE>
<CAPTION>
Leverage Risk-based Tangible
Capital Capital Capital
Ratio Ratio Ratio
----- ----- -----
<S> <C> <C> <C>
Regulatory capital of the Bank 5.65% 5.65% 11.93%
Minimum regulatory capital requirement 1.50 3.00 8.00
---- ---- ------
Excess above minimum capital requirement 4.15% 2.65% 3.93%
==== ==== ======
</TABLE>
The amount of adjusted total assets used for the tangible and leverage
capital ratios is $30.4 billion. Risk-weighted assets used for the risk-based
capital ratio amounted to $16.9 billion.
The Bank is also subject to "prompt corrective action" standards
prescribed in the FDICIA and related OTS regulations, which, among other
things, define specific capital categories based on an institution's capital
ratios. See "Business--Regulation of the Bank."
At December 31, 1997, the Bank's leverage capital, Tier 1 (core capital)
risk-based and total risk-based capital ratios were sufficient for it to be
considered "well capitalized" under applicable OTS regulations:
<TABLE>
<CAPTION>
Leverage Risk-based
Capital Tier 1 Total Capital
------- ------ -------------
<S> <C> <C> <C>
Regulatory capital of the Bank 5.65% 10.14% 11.93%
"Well capitalized" ratio 5.00 6.00 10.00
---- ----- -----
Excess above "well capitalized" ratio 0.65% 4.14% 1.93%
==== ===== =====
</TABLE>
OTS capital regulations allow a savings association to include a net
deferred tax asset in regulatory capital, subject to certain limitations. To
the extent that the realization of a deferred tax asset depends on a savings
association's future taxable income, such deferred tax asset is limited for
regulatory capital purposes to the lesser of the amount that can be realized
within one year or 10 percent of core capital. At December 31, 1997, $55
million of the net tax benefit was determined to be attributable to the amount
of taxable income that may be realized in periods beyond one year. Accordingly,
such amount has been excluded from regulatory capital at December 31, 1997.
YEAR 2000
During the year ended December 31, 1997, the Company finalized its plan to
address issues related to required changes in computer systems for the year
2000. Issues arise because some computer systems and related software have been
designed to recognize only dates that relate to the 20th century. Accordingly,
if no changes are implemented, these computer systems would interpret "1/1/00"
as January 1, 1900 instead of January 1, 2000. Additionally, some equipment,
being controlled by microprocessor chips, may not deal appropriately with a
year "00."
The Company has formed an internal task force to determine what changes
are needed in its software as well as what other steps will be necessary to
ensure continued operations of the Company's equipment. The Year 2000 task
force has completed an inventory of all computer hardware and software in use
at the Company, as well as other date-sensitive equipment, such as alarm and
building environmental systems, telephone systems and fax machines.
Based on its current evaluation, the Company believes that, by December
31, 1998, substantially all issues related to Year 2000 will be addressed,
either by programming changes to the Company's custom software, by programming
changes implemented by third party vendors to purchased systems, or through the
upgrading or purchase of year 2000-compliant hardware and software. Extensive
testing is expected to occur during 1999. Year 2000 is the highest priority
project within the Information and Technology Services unit of the Company.
Management believes there is no material risk that the Company will fail to
address year 2000 issues in a timely manner. It is currently expected that
costs related to Year 2000 will total approximately $14 million over the years
of 1997 to 1999, of which $1.2 million was incurred during the year ended
December 31, 1997.
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<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ALCO, which includes senior management representatives, monitors and
considers methods of managing the rate and sensitivity repricing
characteristics of the balance sheet components consistent with maintaining
acceptable levels of changes in net portfolio value ("NPV") and net interest
income. A primary purpose of the Company's asset and liability management is to
manage interest rate risk to effectively invest the Company's capital and to
preserve the value created by its core business operations. As such, certain
management monitoring processes are designed to minimize the impact of sudden
and sustained changes in interest rates on NPV and net interest income.
The Company's exposure to interest rate risk is reviewed on at least a
quarterly basis by the Board of Directors of the Bank and the ALCO. Interest
rate risk exposure is measured using interest rate sensitivity analysis to
determine the Company's change in NPV and net interest income in the event of
hypothetical changes in interest rates and interest rate sensitivity gap
analysis is used to determine the repricing characteristics of the Company's
assets and liabilities. If estimated changes to NPV and net interest income are
not within the limits established by the Board, the Board may direct management
to adjust its asset and liability mix to bring interest rate risk within
Board-approved limits.
In order to reduce the exposure to interest rate fluctuations, the Company
has developed strategies to manage its liquidity, shorten its effective
maturities of certain interest-earning assets, and increase the interest rate
sensitivity of its asset base. Management has sought to decrease the average
maturity of its assets by emphasizing the origination of adjustable-rate
residential mortgage loans and consumer loans, which are retained by the
Company for its portfolio. In addition, long-term, fixed-rate single-family
residential mortgage loans are underwritten according to guidelines of FHLMC,
GNMA and the FNMA, and are either swapped with the FHLMC, GNMA and the FNMA in
exchange for mortgage-backed securities secured by such loans which are then
sold or are sold directly for cash in the secondary market.
Interest rate sensitivity analysis is used to measure the Company's
interest rate risk by computing estimated changes in NPV of its cash flows from
assets, liabilities and off-balance sheet items in the event of a range of
assumed changes in market interest rates. NPV represents the market value of
portfolio equity and is equal to the market value of assets minus the market
value of liabilities, with adjustments made for off-balance sheet items. This
analysis assesses the risk of loss in market risk sensitive instruments in the
event of a sudden and sustained increase or decrease in the market interest
rates of one hundred to four hundred basis points. The Bank's Board of
Directors has adopted an interest rate risk policy which establishes maximum
decreases in the NPV of 15%, 30%, 45% and 60% in the event of a sudden and
sustained increase or decrease in market interest rates of one hundred, two
hundred, three hundred and four hundred basis points, respectively. The
following table presents the Company's projected change in NPV for the various
rate shock levels at December 31, 1997. All market risk sensitive instruments
presented in this table are held to maturity or available for sale. The Company
has no trading securities.
<TABLE>
<CAPTION>
Percent Change
Change in Market Value of Actual Board
Interest Rates Portfolio Equity Change Actual Limit
-------------- ---------------- ------ ------ -----
(dollars in millions)
<S> <C> <C> <C> <C>
400 basis point rise $ 705 $(546) (43.7)% (60)%
300 basis point rise 1,020 (231) (18.5) (45)
200 basis point rise 1,263 12 1.0 (30)
100 basis point rise 1,327 76 6.1 (15)
Base Scenario 1,251 -- -- --
100 basis point decline 1,084 (167) (13.4) (15)
200 basis point decline 1,021 (230) (18.4) (30)
300 basis point decline 1,028 (223) (17.8) (45)
400 basis point decline 1,005 (246) (19.7) (60)
</TABLE>
The preceding table indicates that at December 31, 1997, in the event of a
sudden and sustained increase in prevailing market interest rates, the
Company's NPV, including minority interest, would be expected to decrease, and
that in the event of a sudden and sustained decrease in prevailing market
interest rates, the Company's NPV would be
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<PAGE>
expected to experience little change. At December 31, 1997, the Company's
estimated changes in NPV were within the targets established by the Board of
Directors of the Bank.
The fair market value of portfolio equity decreases in a rising interest
rate environment because Parent Holdings' interest-bearing liabilities
generally reprice faster than its interest-earning assets, and certain
interest-earning assets are subject to periodic caps. The reduction in value of
the net interest-earning assets is partially offset by an increase in value of
MSRs that appreciate in value as rates rise. In a declining interest rate
environment, the reduction in value of MSRs generally outweighs the increase in
value of the rest of the portfolio resulting from the repricing differences of
interest-earning assets and interest-bearing liabilities.
NPV is calculated by the Company pursuant to guidelines established by the
OTS. The calculation is based on the net present value of estimated discounted
cash flows utilizing market prepayment assumptions and market rates of interest
provided by independent broker quotations and other public sources as of
December 31, 1997, with adjustments made to reflect the shift in the Treasury
yield curve as appropriate.
The computation of prospective effects of hypothetical interest rate
changes is based on numerous assumptions, including relative levels of market
interest rates, loan prepayments and deposits decay, and should not be relied
upon as indicative of actual results. Further, the computations do not
contemplate any actions the ALCO could undertake in response to changes in
interest rates.
Certain shortcomings are inherent in the method of analysis presented in
the computation of NPV. Actual values may differ from those projections
presented, should market conditions vary from assumptions used in the
calculation of the NPV. Certain assets, such as adjustable-rate loans, which
represent one of the Company's primary loan products, have features which
restrict changes in interest rates on a short-term basis and over the life of
the assets. In addition, the proportion of adjustable-rate loans in the
Company's portfolio could decrease in future periods if market interest rates
remain at or decrease below current levels due to refinance activity. Further,
in the event of a change in interest rates, prepayment and early withdrawal
levels would likely deviate significantly from those assumed in the NPV.
Finally, the ability of many borrowers to repay their adjustable-rate mortgage
loans may decrease in the event of interest rate increases.
In addition, the Company uses interest rate sensitivity gap analysis to
monitor the relationship between the maturity and repricing of its
interest-earning assets and interest-bearing liabilities, while maintaining an
acceptable interest rate spread. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Asset/Liability Management."
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<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of Parent Holdings at
December 31, 1997 and 1996 and for the years ended December 31, 1997, 1996 and
1995 are included in this report at the pages indicated.
Page
----
Independent Auditors' Report F-1
Consolidated Balance Sheets F-2
Consolidated Statements of Income F-3
Consolidated Statements of Comprehensive Income F-4
Consolidated Statements of Stockholder's Equity F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-8
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information (ages as of January 1,
1998) concerning the directors and executive officers of Parent Holdings. All
directors serve terms of one year or until the election of their respective
successors.
Name Age Position
---- --- --------
Ronald O. Perelman............55 Chairman of the Board, Chief Executive
Officer and Director
Gerald J. Ford................53 President and Director
Howard Gittis.................64 Vice Chairman and Director
Irwin Engelman................62 Executive Vice President and Chief
Financial Officer
Barry F. Schwartz.............48 Executive Vice President and General
Counsel
Laurence Winoker..............41 Vice President and Controller
The following table sets forth certain information (ages as of March 1,
1998), concerning the directors and executive officers of the Bank. All
directors serve terms of one year or until the election of their respective
successors.
Name Age Position
---- --- --------
Ronald O. Perelman............55 Director
Gerald J. Ford................53 Chairman of the Board, Chief Executive
Officer and Director
Carl B. Webb..................48 President, Chief Operating Officer
and Director
Edward G. Harshfield..........61 Vice Chairman of the Board and Director
Paul M. Bass, Jr..............62 Director
George W. Bramblett, Jr.......57 Director
Bob Bullock...................68 Director
Irwin Engelman................62 Director
Howard Gittis.................64 Director
Gabrielle K. McDonald.........55 Director
Lynn Schenk...................53 Director
Robert Setrakian..............74 Director
Christie S. Flanagan..........59 Executive Vice President and General
Counsel
Kendall M. Fugate.............60 Executive Vice President and
Information and Technology Services
Director
Richard P. Hodge..............43 Executive Vice President and Corporate
Tax Director
Walter C. Klein, Jr...........54 Executive Vice President; President,
FNMC
Richard A. Leweke.............44 Executive Vice President and
Administrative Services Director
Lacy G. Newman, Jr............48 Executive Vice President and Chief
Credit Officer
James R. Staff................50 Executive Vice President and Chief
Financial Advisor
Richard H. Terzian............61 Executive Vice President and Chief
Financial Officer
Peter K. Thomsen..............55 Executive Vice President and Retail
Banking Director
Dennis L. Verhaegen...........46 Executive Vice President - Director of
Corporate Finance
Michael R. Walker.............52 Executive Vice President - Commercial
Real Estate
Renee Nichols Tucei...........41 Senior Vice President and Controller
Mr. Perelman has been Chairman of the Board of Parent Holdings and of FN
Holdings since its formation in 1994 and a Director of the Bank since 1994. Mr.
Perelman has been Chairman of the Board and Chief Executive Officer of
MacAndrews & Forbes and various of its affiliates since 1980. Mr. Perelman also
is Chairman of the Executive Committees of the Boards of Directors of Cigar
Holdings, MFW, The Coleman Company, Inc. ("Coleman"), Revlon, Inc. ("Revlon")
and Revlon Consumer Products Corporation ("Products Corporation") and Chairman
of the Board of Meridian Sports Incorporated ("Meridian"). Mr. Perelman is a
Director of the following corporations which file reports pursuant to the
Exchange Act: California Federal, CLN Holdings Inc. ("CLN"),
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Coleman, Coleman Worldwide Corporation ("Coleman Worldwide"), Cigar Holdings,
FN Holdings, Parent Holdings, MFW, Meridian, Products Corporation, Revlon and
REV Holdings Inc. ("REV Holdings"). (On December 27, 1996, Marvel Entertainment
Group ("Marvel"), Marvel (Parent) Holdings Inc. ("Marvel Parent") and Marvel
Holdings Inc. ("Marvel Holdings"), of which Mr. Perelman was a Director, Marvel
III Holdings Inc. ("Marvel III"), of which Mr. Perelman is a Director, and
several subsidiaries of Marvel filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code.)
Mr. Ford has been President and a Director of Parent Holdings since its
formation in 1994 and Chairman of the Board, Chief Executive Officer and a
Director of the Bank since the consummation of the FN Acquisition and of
Preferred Capital Corp. since its formation in November 1996. Mr. Ford was
Chairman of the Board and a Director of First Madison from 1993 to 1994. Mr.
Ford previously served as Chairman of the Board, Chief Executive Officer and a
Director of First Gibraltar from 1988 through 1993. Mr. Ford served as the
Chairman of the Board, Chief Executive Officer and a Director of First United
Bank Group, Inc. ("First United Bank Group"), from 1993 through 1994. Mr. Ford
is Chairman of the Board and a Director of FNMC, FGB Services, Inc. and Madison
Realty Advisors, Inc. ("Madison Realty"). Mr. Ford has also served in the
following capacities over the past five years: Chairman of the Board, Chief
Executive Officer and Director, Ford Bank Group, Inc. ("Ford Bank Group"); and
Chairman of the Board, Chief Executive Officer and Director, United New Mexico
Financial Corporation. Mr. Ford is also Chairman of the Board and Chief
Executive Officer of Liberte Investors Inc. and a Director of McMoRan Oil and
Gas Co.
Mr. Gittis has been Vice Chairman and a Director of Parent Holdings and of
FN Holdings and a Director of the Bank since 1994. Mr. Gittis has been Vice
Chairman of MacAndrews & Forbes and various of its affiliates since 1985. Mr.
Gittis is a Director of the following corporations which file reports pursuant
to the Exchange Act: California Federal, CLN, Cigar Holdings, Jones Apparel
Group, Inc., Loral Space and Communications, Ltd., FN Holdings, Parent
Holdings, MFW, Revlon, Products Corporation, REV Holdings and Rutherford-Moran
Oil Corporation.
Mr. Engelman has been Executive Vice President and Chief Financial Officer
of Parent Holdings and of FN Holdings since its formation in 1994, and a
Director of the Bank since 1992. He has been Executive Vice President and Chief
Financial Officer of MacAndrews & Forbes and various other affiliates since
February 1992. He was Executive Vice President and Chief Financial Officer of
GAF Corporation from 1990 to 1991; Director, President and Chief Operating
Officer of Citytrust Bancorp Inc. from 1988 to 1990; Executive Vice President
of the Blackstone Group LP from 1987 to 1988; and Director and Executive Vice
President of General Foods Corporation for more than five years prior to 1987.
Mr. Engelman is a Director of the following corporation which files reports
pursuant to the Exchange Act: Revlon Products. (On December 27, 1996, Marvel
Holdings and Marvel Parent, of which Mr. Engelman was an executive officer, and
Marvel III, of which Mr. Engelman is an executive officer, and several of the
subsidiaries of Marvel filed voluntary petitions for reorganization under
Chapter 11 of the United States Bankruptcy Code.)
Mr. Schwartz has been Executive Vice President and General Counsel of
Parent Holdings since March 1996 and Executive Vice President and General
Counsel of FN Holdings since January 1996. He has been Executive Vice President
and General Counsel of MacAndrews & Forbes and various affiliates since 1993.
Mr. Schwartz was Senior Vice President of MacAndrews & Forbes from 1989 to
1993. (On December 27, 1996, Marvel Holdings and Marvel Parent, of which Mr.
Schwartz was an executive officer, and Marvel III, of which Mr. Schwartz is an
executive officer, and several of the subsidiaries of Marvel filed voluntary
petitions for reorganization under Chapter 11 of the United States Bankruptcy
Code.)
Mr. Winoker has been Vice President and Controller of Parent Holdings and
of FN Holdings since 1994. He has been Vice President and Controller of
MacAndrews & Forbes and various of its affiliates since September 1992. Mr.
Winoker was Assistant Vice President and Assistant Controller of MacAndrews &
Forbes and various of its affiliates for more than five years prior to
September 1992. (On December 27, 1996, Marvel Holdings and Marvel Parent, of
which Mr. Winoker was an executive officer, and Marvel III, of which Mr.
Winoker is an executive officer, and several of the subsidiaries of Marvel
filed voluntary petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code.)
Mr. Webb has been the President, Chief Operating Officer and a Director of
the Bank since the consummation of the FN Acquisition and of Preferred Capital
Corp. since its formation in November 1996. Mr. Webb served as President,
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Chief Executive Officer and Director of First Madison from 1993 through 1994.
Mr. Webb previously served as President, Chief Operating Officer and a Director
of First Gibraltar from 1988 through 1993. Mr. Webb also serves as a Director
of FNMC.
Mr. Harshfield has been Vice Chairman of the Board and a Director of the
Bank since January 1997. Mr. Harshfield was President, Chief Executive Officer
and a Director of Cal Fed from January 1996 to January 1997 and of Old
California Federal from October 1993 to January 1997. From October 1992 to
March 1993, Mr. Harshfield served as Chief Executive Officer and a Director of
First City Texas National Bank. From February 1991 to December 1992, he served
as President, Chief Executive Officer and a Director of Federal Capital Bank, a
private investment bank. Since 1988, Mr. Harshfield has been the principal,
Chairman and Chief Executive Officer of EH Thrift Management Inc., a special
purpose management company, and general partner of U.S. Thrift Opportunity
Partners, L.P., a Merrill Lynch sponsored limited partnership that invests in
undercapitalized thrift institutions. Prior to 1988, Mr. Harshfield served as
President and Chief Executive Officer of Household Financial Services. Mr.
Harshfield also held various senior positions with Citicorp/Citibank and
Pepsico Inc.
Mr. Bass has been a Director of the Bank since May, 1993. Mr. Bass is
currently the Vice Chairman and Director of First Southwest Company. Mr. Bass
is a Director and Chairman of the Audit Committee of Keystone Consolidated
Industries, and is a Director of Source Services, Inc. Mr. Bass has served in
the following capacities during the past five years: Director, Endevco, Inc.;
Director, Jayhawk Acceptance Corporation; Director, Ford Bank Group; and
Chairman of the Board and Director, Pizza Inn, Inc.
Mr. Bramblett has been a Director of the Bank since May, 1993. Mr.
Bramblett has been associated with the law firm of Haynes & Boone since 1973
and is currently a Partner and a member of the Executive Committee of that
firm. Mr. Bramblett has served in the following capacities during the past five
years: Member of the Texas Higher Education Coordinating Board of the Texas
College and University System of Texas and Trustee of the Baylor College of
Dentistry.
Mr. Bullock has served as a Director of the Bank since 1994. Mr. Bullock
has been Lieutenant Governor of the State of Texas since 1990. Mr. Bullock is
Chairman of the Board, Director and President of JFB-RDB, Inc. Mr. Bullock
served as a Director of the Ford Bank Group from 1992 to 1993, and as Director
of the First United Bank Group from 1992 to 1993. Prior to 1990, Mr. Bullock
served as the State of Texas Comptroller of Public Accounts. Mr. Bullock has
been Of Counsel to the law firm of Scott, Douglass, Luton and McConnico, L.L.P.
since 1992.
Ms. McDonald has served as a Director of the Bank since 1990. Ms. McDonald
also served as a Director of FGB-San Antonio in 1992. Ms. McDonald currently
serves as a Judge on the International Criminal Tribunal for the former
Yugoslavia. Ms. McDonald is also currently a Professor of Law at the Thurgood
Marshall School of Law of Texas Southern University. Ms. McDonald currently
serves as a director of Freeport McMoRan Inc., McMoRan Oil & Gas Co. and
Freeport McMoRan Copper & Gold Inc. Ms. McDonald was Of Counsel to the Walker &
Satterthwaite firm from 1991 to 1993. She was a partner in the law firm of
Matthews & Branscomb from 1988 through 1991. Prior to that time, Ms. McDonald
served as a United States District Court Judge for the Southern District of
Texas.
Ms. Schenk has been a Director of the Bank since November, 1996. Ms.
Schenk has been a Senior Consultant to Baker & McKenzie, San Diego, California
since 1995. From January, 1993 to January, 1995, Ms. Schenk served in the U.S.
House of Representatives as Congresswoman representing the 49th Congressional
District in the State of California. During her term in the House of
Representatives, Ms. Schenk served on the Energy and Commerce Committee and the
Merchant Marine and Fisheries Committee. Ms. Schenk served as the State of
California Secretary of Business, Transportation and Housing prior to 1983.
From 1983 until her election to Congress, Ms. Schenk was in private law
practice in California and served as an independent consultant to various
public and private businesses with respect to government relations. From 1985
to 1993, Ms. Schenk served as a director of Long Beach Bank, F.S.B. She is
currently a director of IDEC Pharmaceuticals, Inc., a corporation which files
reports pursuant to the Exchange Act.
Mr. Setrakian has been a Director of the Bank since November 1994. Mr.
Setrakian previously served as a Director of Old FNB for more than 10 years.
Mr. Setrakian is presently the Chairman and President of the William Saroyan
Foundation and the former Chairman and President of Mid-State Horticultural
Company. He is also a former Chairman and member of the Board of Governors of
the United States Postal Service; former Commissioner of the Federal
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<PAGE>
Maritime Commission; former Chairman and Chief Executive Officer of the
California Growers Winery, Inc.; and former Chairman and founder of the
National Bank of Agriculture.
Mr. Flanagan has been the Executive Vice President and General Counsel of
the Bank since the consummation of the FN Acquisition. Mr. Flanagan has been
the Executive Vice President, General Counsel and a Director of Preferred
Capital Corp. since its formation in November 1996. He also serves as a
Director of FNMC. Mr. Flanagan has been associated with the law firm of Jenkens
& Gilchrist, P.C. and its predecessors since 1968 in various capacities,
including Managing Partner, and he is currently Of Counsel to that firm.
Mr. Fugate has been an Executive Vice President of the Bank since the
consummation of the FN Acquisition. Mr. Fugate previously served as Executive
Vice President of Old FNB from 1991 to 1994, and held various executive
positions with Citibank, N.A. and Citibank California, FSB from 1982 to 1991.
Mr. Hodge has been an Executive Vice President of the Bank since January
1996 and has been employed by the Bank since November 1995. Mr. Hodge
previously was associated with the public accounting firm of KPMG Peat Marwick
LLP and its predecessors since 1981, including most recently as a tax partner
since 1986.
Mr. Klein has been an Executive Vice President of the Bank and the
President of FNMC since January 1996. He also serves as a Director of FNMC. Mr.
Klein previously was associated with PNC Mortgage Corp. of America and its
predecessor, Sears Mortgage Corporation, since 1986, including most recently as
Chairman and Chief Executive Officer.
Mr. Leweke has been an Executive Vice President of the Bank since January
1998. Mr. Leweke served as Senior Vice President--Administrative Services since
the consummation of the FN Acquisition. Prior to that time, he served in the
same capacity for Old FNB from 1992 to 1994.
Mr. Newman has been Executive Vice President and Chief Credit Officer of
the Bank since the consummation of the FN Acquisition. Mr. Newman has also
served as Executive Vice President of First Madison from 1993 to 1994, and
Executive Vice President of First Gibraltar since 1992. In addition, he served
as President and a Director of Madison Realty since 1992.
Mr. Staff has been an Executive Vice President of the Bank since October
17, 1994. He also serves as a Director of Preferred Capital Corp. and FNMC and
as Chairman and Director of FGB Realty. Mr. Staff previously was associated
with the public accounting firm of KPMG Peat Marwick LLP and its predecessors
since 1979, including most recently as Partner-in-charge of Financial Services
for the Southwest-Dallas area.
Mr. Terzian has served as Executive Vice President and Chief Financial
Officer of the Bank since April 1, 1995. Mr. Terzian has been the Executive
Vice President, Chief Financial Officer and a Director of Preferred Capital
Corp. since its formation in November 1996. For the five years prior to April
1, 1995, Mr. Terzian served as Chief Financial Officer of Dime Bancorp, Inc.
and its subsidiary, The Dime Savings Bank of New York, FSB.
Mr. Thomsen has been an Executive Vice President of the Bank since the
consummation of the FN Acquisition. Mr. Thomsen previously served as Senior
Executive Vice President of Old FNB and a Director from 1992 to 1994. Mr.
Thomsen was an Executive Vice President of Old FNB from 1991 to 1992. Mr.
Thomsen had been Executive Vice President of Michigan National Corporation from
1986 to 1991 and a Director from 1989 to 1991, and the President of Michigan
National Bank from 1988 to 1991 and a Director from 1989 to 1991. Mr. Thomsen
was Chairman of Independence One Mortgage Corporation, a subsidiary of Michigan
National Bank, from 1986 to 1990.
Mr. Verhaegen has been an Executive Vice President of the Bank since
February 1997. Mr. Verhaegen previously served as a Managing Director of First
Southwest Company from 1992 to 1994. Mr. Verhaegen served as a Senior Managing
Director and co-head of the Financial Institutions Group of Bear Stearns & Co.
Inc. from 1988 to 1992. From 1994 to 1996, Mr. Verhaegen operated his own
financial advisory and consulting firm.
Mr. Walker has been an Executive Vice President of the Bank since the
consummation of the FN Acquisition. Mr. Walker served as Senior Vice President
of First Madison from 1993 to 1994. Mr. Walker previously served as Senior Vice
President of First Gibraltar from 1988 to 1993.
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Ms. Tucei has been a Senior Vice President and the Controller of the Bank
since the consummation of the FN Acquisition. Ms. Tucei previously served as
Senior Vice President and Controller of First Madison from 1993 to 1994, and as
Senior Vice President for First Gibraltar from 1988 to 1993.
Compensation of Directors
Directors of the Bank who do not receive compensation as officers or
employees of the Bank or any of its affiliates are paid a fee of $3,500 for
each meeting of the Board of Directors they attend and each director who
attends 67% or more of the regular meetings of the Board of Directors during a
fiscal year will receive an additional fee of $9,000. Members of the Audit
Committee of the Board of Directors of the Bank who do not receive compensation
as officers or employees of the Bank or any of its affiliates are paid a fee of
$1,500 for each meeting of the Audit Committee they attend.
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ITEM 11. EXECUTIVE COMPENSATION
Parent Holdings is a holding company with no business operations of its
own and accordingly, engages its business through the Bank and its
subsidiaries. The officers of Parent Holdings receive no compensation for their
services to Parent Holdings. Accordingly, the following table sets forth
certain compensation awarded to, earned by or paid to the Chief Executive
Officer of the Company's operating subsidiary, California Federal, and the four
most highly paid executive officers of California Federal, other than the Chief
Executive Officer, who served as executive officers of California Federal at
December 31, 1997 for services rendered in all capacities to California Federal
and its subsidiaries during the years ended December 31, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------------
Other Annual All Other
Name and Principal Position Year Salary Bonus Compensation (1) Compensation (2)
--------------------------- ---- ------ ----- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Gerald J. Ford 1997 $1,500,000 $375,000 $7,572 $70,045
Chairman & Chief 1996 1,500,000 300,000 1,152 63,000
Executive Officer 1995 1,500,000 0 7,644 49,511
Carl B. Webb (3) 1997 900,000 375,000 26,542 838,421
President & Chief 1996 900,000 300,000 22,218 56,206
Operating Officer 1995 900,000 0 274,351 66,707
Christie S. Flanagan 1997 700,000 150,000 15,059 631,556
Executive Vice President & 1996 700,000 120,000 16,173 52,171
General Counsel 1995 700,000 20,000 10,892 44,854
James R. Staff 1997 650,000 200,000 17,034 588,657
Executive Vice President & 1996 533,352 250,000 10,411 48,722
Chief Financial Advisor 1995 450,000 0 17,348 27,001
Edward G. Harshfield (4) 1997 709,723 0 106,079 48,623
Vice Chairman
</TABLE>
------------------
(1) Includes: (i) the value of group term life insurance, (ii) amounts
paid under relocation programs for Mr. Webb in 1995, (iii) the value
of the use of Bank-owned automobiles for Messrs. Webb, Flanagan and
Staff, (iv) club dues, (v) personal financial planning services paid
by the Bank, (vi) security expenses paid by the Bank for Messrs. Webb,
Flanagan and Staff, (vii) amounts totalling $100,104 paid under a
consulting agreement with Mr. Harshfield and (viii) amounts reimbursed
for payment of taxes.
(2) Includes: (i) amounts calculated with respect to the Bank's net income
and deferred pursuant to the Deferred Compensation Plan (as defined
herein) of $742,500, $577,500 and $536,250 for Messrs. Webb, Flanagan
and Staff, respectively, in 1997, (ii) the Bank's contributions to the
401(k) plan of $8,871 and $8,571 in 1997 and 1996, respectively, for
each of Messrs. Ford, Webb, Flanagan and Staff, and $9,111 for Mr.
Harshfield in 1997, (iii) the Bank's contribution to the Supplemental
Employees' Investment Plan of $58,628, $85,630, $42,128, $42,130 and
$39,512 in 1997 for Messrs. Ford, Webb, Flanagan, Staff and
Harshfield, respectively, and $54,429, $45,430, $40,629 and $38,430 in
1996 for Messrs. Ford, Webb, Flanagan and Staff, respectively, and
(iv) premiums on supplemental life insurance paid by the Bank for
Messrs. Ford, Webb, Flanagan and Staff of $2,546, $1,420, $3,057 and
$1,406, respectively, in 1997 and for Messrs. Webb, Flanagan and Staff
of $2,205, $2,971 and $1,721, respectively, in 1996.
(3) Does not include a 1996 payment of $10 million to Mr. Webb by FN
Holdings under its long term management incentive plan.
(4) Mr. Harshfield became Vice Chairman on January 27, 1997.
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<PAGE>
Certain executive officers of the Bank have entered into employment
agreements with the Bank. See "Certain Relationships and Related
Transactions--Executive Employment Agreements." Also, Gerald J. Ford has been
and is presently a party to certain consulting and similar agreements with
certain affiliates of Parent Holdings, as more fully described in "Certain
Relationships and Related Transactions--Transactions with Mr. Ford."
Effective October 1, 1995, FN Holdings adopted the Incentive Plan with
respect to certain executive officers of the Bank (the "Participants"). Awards
under the Incentive Plan are made in the form of performance units. Each
performance unit entitles the Participants to receive cash and/or stock options
("Bonuses") based on the Participant's vested interest in a bonus pool.
Generally, the Incentive Plan provides for the payment of Bonuses, on a
quarterly basis, to the Participants upon the occurrence of certain events.
Bonuses vest at 20% per year beginning October 1, 1995. The aggregate amount of
Bonuses payable under the Incentive Plan is subject to a cap of $50 million.
During 1997, 1996 and 1995, expenses of $12.4 million, $35.6 million and $2
million, respectively, were recorded relative to the Incentive Plan. As of
December 31, 1997, the Incentive Plan has been fully accrued.
There were no long-term incentive plan awards in 1997 or 1996 to the
executive officers named in the preceding table. The Golden State Merger
constitutes a change in control pursuant to the terms of the Incentive Plan.
On May 19, 1997, the Bank adopted a Deferred Executive Compensation Plan
(the "Deferred Compensation Plan") with respect to certain officers of the Bank
(the "Officers"). The Deferred Compensation Plan provides for an award to be
made to each Officer as a percentage of such Officer's base annual salary
determined based upon the net income of the Bank with respect to the
immediately preceding fiscal year expressed as a percentage of the target net
income established by the Board with respect to such fiscal year. The award so
determined may be increased at the discretion of the Chief Operating Officer of
the Bank.
An Officer's award with respect to each fiscal year will be paid in cash
in five equal annual installments on each of the first five anniversaries of
the date of grant of the award. Each installment of the award will include
interest from the date of the grant of the award at a rate of 6% per annum.
If a participant's employment terminates due to death, disability or
retirement, the participant (or his estate) shall receive any unpaid
installments of the award (with interest thereon) upon such termination. Upon
any other termination of employment, any unpaid installments of a participant's
award will be forfeited.
Upon a change in control of the Bank or FNMC (with respect to participants
employed by FNMC), in each case, as described in the Deferred Compensation
Plan, each Officer will receive any unpaid installments of the award (with
interest thereon). In addition, upon a change in control of the Bank or FNMC
(with respect to participants employed by FNMC), each Officer will receive an
additional award, determined in accordance with the applicable provisions of
the Deferred Compensation Plan, but in any case in an amount not in excess of
125% of the Officer's annual base salary.
During the year ended December 31, 1997, expenses of $5.7 million were
recorded relative to the Deferred Compensation Plan.
Compensation Committee Interlocks and Insider Participation
Parent Holdings has no compensation committee. The following directors
serve on the Compensation Committee of the Board of the Bank: Gerald J. Ford,
Howard Gittis, Paul Bass and George Bramblett. During 1997, 1996 and 1995, Mr.
Ford was Chairman of the Board of the Bank. In addition, Mr. Ford controls
Hunter's Glen, which owns 100% of the class B common stock of FN Holdings,
representing 20% of the voting common stock (representing approximately 15% of
the voting power of its common stock) of FN Holdings and serves as President
and Director of Parent Holdings. Mr. Gittis is a director of Parent Holdings,
FN Holdings and of the Bank. See "Certain Relationships and Related
Transactions--Transactions with Mr. Ford."
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Ronald O. Perelman, a director of the Bank and Chairman of the Board,
Chief Executive Officer and a director of Parent Holdings, 35 East 62nd Street,
New York, New York 10021, through MacAndrews & Forbes, beneficially owns all of
the outstanding common stock of Parent Holdings. No other director, executive
officer or other person beneficially owns any shares of common stock of Parent
Holdings.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Relationship with MacAndrews & Forbes
MacAndrews & Forbes beneficially owns all shares of common stock of Parent
Holdings. As a result, MacAndrews & Forbes is able to direct and control the
policies of Parent Holdings and its subsidiaries, including mergers, sales of
assets and similar transactions.
MacAndrews & Forbes is a diversified holding company with interests in
several industries. Through its 83% ownership of Revlon, MacAndrews & Forbes is
engaged in the cosmetics and skin care, fragrance and personal care products
business. MacAndrews & Forbes also owns 82% of Coleman, which is engaged in the
manufacture and marketing of recreational outdoor products, portable
generators, spas and hot tubs, and 65% of Meridian Sports, a manufacturer and
marketer of specialized boats and water sports equipment. On February 27, 1998,
MacAndrews & Forbes entered into an agreement with Sunbeam Corporation pursuant
to which MacAndrews & Forbes' ownership interest in Coleman will be sold to
Sunbeam Corporation. The sale is expected to be consummated in late March or
early April 1998. Through its 64% ownership of Cigar Holdings, MacAndrews &
Forbes is engaged in the manufacture and distribution of cigars and pipe
tobacco. Through its 36% ownership of MFW (assuming conversion of certain
preferred stock), MacAndrews & Forbes is in the business of processing licorice
and other flavors. On December 18, 1997, MacAndrews & Forbes entered into an
agreement pursuant to which MacAndrews & Forbes will acquire a controlling
interest in Panavision Inc., a manufacturer and supplier of film camera systems
to the motion picture and television industries. MacAndrews & Forbes is also in
the financial services business through the Bank. The principal executive
offices of MacAndrews & Forbes are located at 35 East 62nd Street, New York,
New York 10021.
Parent Holdings and certain affiliates of MacAndrews & Forbes are afforded
coverage under selected common insurance policies obtained by MacAndrews &
Forbes. Parent Holdings pays MacAndrews & Forbes its allocable portion of the
cost of this insurance.
Tax Sharing Agreement
The Bank, FN Holdings and Mafco Holdings are parties to the Tax Sharing
Agreement. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Provision for Federal and State Income Taxes."
Loans to Affiliates
FN Holdings loaned approximately $46.8 million to an affiliate on March 1,
1996. Such loan accrued interest at the rate of 10.5% over the prevailing yield
to maturity of the five year United States treasury note, and was an unsecured
subordinated obligation of the borrower guaranteed by certain other affiliates
of FN Holdings, which obligation to FN Holdings was evidenced by a promissory
note (the "Promissory Note"). Management believes that the terms and conditions
of such loan were at least as favorable to FN Holdings as might have been
obtained in a similar transaction with an unaffiliated party. On May 15, 1996,
FN Holdings distributed the Promissory Note to Parent Holdings as a partial
redemption of and dividend on class C common stock. Parent Holdings distributed
the Promissory Note in the form of a dividend to an affiliate.
On September 27, 1996, FN Holdings issued $150 million aggregate
liquidation value of the FN Holdings Preferred Stock to Special Purpose Corp.
and loaned to an affiliate approximately $19 million of the proceeds therefrom.
Such loan accrued interest at the rate of 14%, and was an unsecured
subordinated obligation of the borrower, which obligation to FN Holdings was
evidenced by a promissory note. Management believes that the terms and
conditions of such loan
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were at least as favorable to FN Holdings as might have been obtained in
similar transaction with an unaffiliated party. Such loan, together with the
accrued interest thereon, was repaid to FN Holdings on January 3, 1997.
FN Escrow Merger and Issuance of FN Escrow Preferred Stock
Concurrent with the issuance of the 10 5/8% Notes, FN Escrow issued
approximately $36 million aggregate liquidation value of cumulative perpetual
preferred stock, (the "FN Escrow Preferred Stock") to TNIS. The FN Escrow
Preferred Stock had a stated liquidation value of $100,000 per share, plus
accrued and unpaid dividends, if any. Cash dividends on the FN Escrow Preferred
Stock were cumulative and accrued at an annual rate of approximately 7.3% of
the stated liquidation value.
On January 3, 1997 and prior to the consummation of the Cal Fed
Acquisition, FN Escrow was merged with and into FN Holdings in the FN Escrow
Merger and FN Holdings assumed FN Escrow's obligations under the 10 5/8% Notes
and the Indenture. In connection with the FN Escrow Merger, each share of FN
Escrow Preferred Stock was converted into and became one share of cumulative
perpetual preferred stock of FN Holdings (the "FN Holdings/FN Escrow Preferred
Stock"), which stock had the same relative rights, terms and preferences as the
FN Escrow Preferred Stock. Immediately after issuance, FN Holdings redeemed the
FN Holdings/FN Escrow Preferred Stock at a redemption price equal to its stated
liquidation value plus accrued and unpaid dividends to January 3, 1997.
Transactions with Mr. Ford
Madison Financial, Inc. ("Madison Financial"), a corporation formerly
owned by Gerald J. Ford, the Chairman of the Board, Chief Executive Officer and
a Director of the Bank, was party to a Consulting Agreement (the "Consulting
Agreement"), effective as of February 1, 1993, between Madison Financial and
TNIS, pursuant to which Madison Financial provided consulting services to TNIS
for a term ending on December 31, 1998. The Consulting Agreement was terminated
in July 1994 in connection with the Exchange Agreement (as defined herein).
Certain costs related to the Consulting Agreement were charged to FN Holdings.
The Company is an indirect subsidiary of First Gibraltar Holdings. In
connection with the offering of the 12 1/4% Senior Notes, First Gibraltar
Holdings incorporated Parent Holdings and a wholly owned subsidiary of Parent
Holdings, FN Holdings, to hold 100% of the common stock of the Bank. First
Gibraltar Holdings contributed all of its shares of capital stock of the Bank
to Parent Holdings, which contributed such shares to FN Holdings in exchange
for 1,000 shares of common stock of FN Holdings. FN Holdings amended its
certificate of incorporation to create 800 shares of class A common stock
having one vote per share, 200 shares of class B common stock having .75 votes
per share and 230.3 shares of nonvoting class C common stock, and Parent
Holdings exchanged its 1,000 shares of common stock for 800 shares of class A
common stock. Pursuant to the terms of an Exchange Agreement entered into
between FN Holdings, Mr. Ford and Parent Holdings (the "Exchange Agreement"),
and in connection with the consummation of the FN Acquisition, Parent Holdings
acquired 100% of the class C common stock of FN Holdings (all of which were
redeemed on June 3, 1996) in exchange for $210 million and Mr. Ford acquired
100% of the class B common stock of FN Holdings in exchange for his 6.25% of
the class A common stock of First Gibraltar Holdings and all of the shares of
Madison Financial, the sole asset of which was the Consulting Agreement. In
addition, FN Holdings also assumed indebtedness of Mr. Ford in the amount of
approximately $11.9 million to TNIS (the "Ford Obligation"), which obligation
has been forgiven by TNIS. As a result of the consummation of the transactions
contemplated by the Exchange Agreement, Mr. Ford owns 100% of the class B
common stock of FN Holdings, representing 20% of its voting common stock
(representing approximately 15% of the voting power of its voting common
stock), and Parent Holdings owns 100% of the class A common stock of FN
Holdings, representing 80% of its voting common stock (representing
approximately 85% of the voting power of its voting common stock). FN Holdings,
Parent Holdings and Mr. Ford have entered into a stockholders agreement (the
"Stockholders Agreement") pursuant to which, among other things, Mr. Ford and
FN Holdings have the right to transfer their respective shares to certain
affiliates. In addition, the Stockholders Agreement contains other customary
provisions regarding restrictions on transfer and registration rights. On
December 29, 1995, Mr. Ford transferred his shares of class B common stock to
Hunter's Glen, which assumed the obligations under, and will receive the
benefits of, the Stockholders Agreement.
Mr. Ford has entered into a loan agreement with NationsBank of Texas, N.A.
("NationsBank"), whereby NationsBank has loaned Mr. Ford $5 million. Such loan
has a maturity of up to one year and bears interest at a floating interest rate
based on LIBOR. The loan is secured by Mr. Ford's 12 1/4% Senior Notes. The
terms of the loan provide
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that, in the event of default by Mr. Ford under such loan or in the event of
certain rapid and material declines in the value of the 12 1/4% Senior Notes
pledged as collateral, NationsBank or any successor or assignee thereof will
have the right to foreclose on the pledged 12 1/4% Senior Notes and sell, or
direct Mr. Ford to sell, such 12 1/4% Senior Notes, to certain Qualified
Institutional Buyers ("QIBs") (as such term is defined in Rule 144A under the
Securities Act) pursuant to Rule 144A under the Securities Act, pursuant to
Regulation S under the Securities Act, to FN Holdings or pursuant to a shelf
registration statement.
Mr. Ford has entered into an employment agreement with the Bank calling
for his continued employment by the Bank in his current executive capacity with
an annual base salary in 1998 of $1,000,000. The term of this agreement extends
through December 31, 2000, and provides for, among other things, a life
insurance policy on the life of Mr. Ford in an amount equal to three times his
base salary.
Mr. Ford has also entered into a consulting agreement with First
Nationwide Management Corp. ("First Nationwide Management"), an affiliate of FN
Holdings, providing for the payment to him of annual consulting fees of
$2,000,000 for 1998 and in increasing amounts through 2000, and certain other
related expenses. Pursuant to an arrangement between First Nationwide
Management and FN Holdings, such consulting fees and other related expenses
paid by First Nationwide Management are charged to FN Holdings. Such charges
amounted to approximately $1,291,000, $1,225,000 and $964,000 in 1997, 1996 and
1995, respectively.
In 1996, as part of the financing for the Cal Fed Acquisition, Special
Purpose Corp. invested $150 million in cash in FN Holdings in exchange for $150
million aggregate liquidation value of FN Holdings Preferred Stock. Such
investment was funded through borrowings by First Gibraltar Holdings under a
credit facility, which borrowings were loaned by First Gibraltar Holdings to
Special Purpose Corp. Special Purpose Corp. pledged its shares of FN Holdings
Preferred Stock to secure the borrowings by First Gibraltar Holdings under such
credit facility. The common stock of Special Purpose Corp. is owned by Mr.
Ford.
At December 31, 1997, the issued and outstanding FN Holdings Preferred
Stock and Additional FN Holdings Preferred Stock had a combined liquidation
value of $25.7 million.
Executive Employment Agreements
In addition to the employment agreement between Mr. Ford and the Bank (see
"--Transactions with Mr. Ford"), Messrs. Webb, Flanagan, Staff, Newman and
Hodge have entered into employment agreements with the Bank calling for their
continued employment by the Bank in their current executive capacities. All
five agreements are substantially similar in their terms except that Messrs.
Webb, Staff and Newman's employment agreements terminate on December 31, 2000,
Mr. Hodge's terminates on December 31, 1998, and Mr. Flanagan's terminates May
31, 1999 and except that Mr. Flanagan's agreement provides for a $20,000
"substitution" bonus which was paid in 1996. If any of these agreements are
terminated without cause or by the executive without good reason prior to the
respective scheduled termination dates, the relevant executive would receive
payments of base salary and benefits due for the balance of the term.
Additionally, each employment agreement provides for a life insurance policy on
the life of the insured in an amount double the base salary payable by the Bank
to such individual. Pursuant to such employment agreements, the annual base
salaries payable by the Bank in 1998 to Messrs. Webb, Flanagan, Staff, Newman
and Hodge are $1,200,000, $700,000, $700,000, $500,000, and $300,000,
respectively.
Pursuant to an Agreement for Provision of Services between California
Federal and First Nationwide Management, dated December 1, 1994 (the "Services
Agreement"), a portion of the salaries payable by the Bank in 1998 to Messrs.
Webb, Flanagan and Staff is charged to First Nationwide Management so that the
annual net base compensation payable by the Bank will be $800,000, $350,000 and
$350,000 for Messrs. Webb, Flanagan and Staff, respectively. All of such
amounts paid by First Nationwide Management are charged to FN Holdings for
services performed by these executives. The total amounts received by
California Federal pursuant to the Services Agreement were approximately
$1,885,000, $1,379,000 and $1,092,000 in 1997, 1996 and 1995, respectively,
which amounts are included in the amounts allocated by First Nationwide
Management to FN Holdings.
In January 1997, the Bank entered into a Consulting Agreement with Mr.
Harshfield whereby he agreed to assist the Bank in its pursuit of the
California Federal Litigation. Mr. Harshfield will receive $100,000 per year
for each of the two years of the agreement.
Effective January 8, 1996, FNMC entered into an employment agreement with
Mr. Klein, for a term ending January 7, 1999. Pursuant to this employment
agreement, Mr. Klein receives a base salary of $300,000 per year. The agreement
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also provides for life insurance on the life of Mr. Klein in the amount of
$450,000. If Mr. Klein's agreement is terminated by the Bank without cause or
by Mr. Klein without good reason prior to the scheduled termination date, he
would receive payment for base salary and benefits due for the balance of the
term. In addition, Mr. Klein has a salary guarantee that would provide a
payment equal to the greater of $1.35 million or three times his prior year
base salary plus bonus, should FNMC be sold during the term of his agreement.
Services Agreements
First Nationwide Management allocates certain of its expenditures to FN
Holdings. Such expenditures relate to salaries and benefits payable to selected
Bank employees (including Messrs. Webb, Flanagan and Staff), aviation and other
expenses. Pursuant to this arrangement, approximately $2,600,000, $2,524,000
and $1,935,000 was allocated by First Nationwide Management to FN Holdings for
the years ended December 31, 1997, 1996 and 1995, respectively, including the
fees paid to California Federal under the Services Agreement.
Effective December 1, 1994, California Federal entered into the Services
Agreement with First Nationwide Management whereby selected Bank employees
(including Messrs. Webb, Flanagan, and Staff) provided services for First
Nationwide Management and certain of its subsidiaries. Fees are paid to
California Federal under the Services Agreement at the rate of approximately
$107,000 per month based on actual services provided. Such fees approximated
$1,885,000, $1,379,000 and $1,092,000 for the years ended December 31, 1997,
1996 and 1995, respectively.
Effective on June 1, 1995, the Bank entered into an agreement whereby it
provides marketing and other support services to TNIS in connection with the
insurance agency business it purchased from a Bank subsidiary on the same date.
Service charges under this agreement amounted to approximately $5,200, $13,300
and $43,000 per month during 1997, 1996 and 1995, respectively. Management
believes that the terms and conditions of these arrangements are at least as
favorable to the Bank as those which could be obtained from similar
arrangements with an unaffiliated party.
Sale of Business to TNIS
Effective on June 1, 1995, FNC Insurance Agency, Inc., a wholly owned
subsidiary of the Bank, sold that portion of its insurance agency business
related to marketing insurance products to the Bank's retail deposit and
consumer loan customers to TNIS for approximately $0.7 million. Management
believes that the terms and conditions of this transaction are at least as
favorable to the Bank as might have been obtained in a similar transaction with
an unaffiliated party.
Loans to Executive Officers and Directors
Some of the Bank's executive officers, directors, and members of their
immediate families have engaged in loan transactions with the Bank. Such loans
were made: (i) in the ordinary course of the Bank's business, (ii) on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions between the Bank and other
persons, and (iii) did not involve more than the normal risk of collectibility
or present other unfavorable features.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) 1. FINANCIAL STATEMENT SCHEDULES
Schedules are omitted because of the absence of conditions under which
they are required or because the required information is provided in the
consolidated financial statements or notes thereto.
(B) EXHIBITS
2.1 Agreement and Plan of Reorganization, dated as of February 4, 1998,
by and among First Nationwide (Parent) Holdings Inc., First
Nationwide Holdings Inc., First Gibraltar Holdings, Inc., Hunter's
Glen/Ford, Ltd. Golden State Bancorp Inc. and Golden State Financial
Corporation. (Incorporated by reference to Exhibit 2.1 to the
Registrant's Current Report on Form 8-K dated February 4, 1998 (the
"February 1998 Form 8-K")).
3.1 Third Restated Certificate of Incorporation of the Registrant.
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-4026)).
3.2 By-laws of the Registrant. (Incorporated by reference to Exhibit 3.2
to the Registrant's Registration Statement on Form S-1 (File No.
333-4026)).
4.1 Indenture, dated as of April 15, 1996 between the Registrant and The
Bank of New York, as trustee, relating to the 12 1/2% Senior
Exchange Notes due 2003. (Incorporated by reference to Exhibit 4.1
to the Registrant's Registration Statement on Form S-1 (File No.
333-4026)).
4.2 Indenture, dated as of September 19, 1996, between First Nationwide
Escrow Corp. and The Bank of New York, as trustee, relating to the
10 5/8% Senior Subordinated Exchange Notes Due 2003 (the "10 5/8%
Notes"). (Incorporated by reference to Exhibit 4.1 to Amendment No.
1 to FN Holdings Registration Statement on Form S-1 (File No.
333-21015)).
4.3 First Supplemental Indenture, dated as of January 3, 1997, among FN
Holdings, First Nationwide Escrow Corp. and The Bank of New York, as
trustee, relating to the 10 5/8% Notes. (Incorporated by reference
to Exhibit 4.2 to Amendment No. 1 to FN Holdings' Registration
Statement on Form S-1 (File No. 333-21015)).
4.4 Indenture, dated as of January 31, 1996, between FN Holdings and The
Bank of New York, as trustee, relating to the 9 1/8% Senior
Subordinated Exchange Notes Due 2003. (Incorporated by reference to
Exhibit 4.1 to FN Holdings' Registration Statement on Form S-1 (File
No. 333-00854)).
4.5 Indenture, dated as of July 15, 1994, between FN Holdings and The
First National Bank of Boston, as trustee, relating to the 12 1/4%
Senior Exchange Notes Due 2001 (the "12 1/4% Senior Note
Indenture"). (Incorporated by reference to Exhibit 4.1 to FN
Holdings' Registration Statement on Form S-1 (File No. 33-82654)).
4.6 First Supplemental Indenture, dated as of January 17, 1997, between
FN Holdings and State Street Bank and Trust Company, as trustee,
supplementing the 12 1/4% Senior Note Indenture. (Incorporated by
reference to Exhibit 4.5 to Amendment No. 1 to FN Holdings'
Registration Statement on Form S-1 (File No. 333-21015)).
4.7 Indenture, dated as of October 1, 1986, between First Nationwide
Bank, A Federal Savings Bank, and Bank of America National Trust and
Savings Association Re: $100,000,000 10% Subordinated Debentures due
2006 (the "2006 Indenture"). (Incorporated by reference to Exhibit
4.5 to FN Holdings' Annual Report on Form 10-K for the year ended
December 31, 1994.)
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4.8 First Supplemental Indenture, dated as of September 30, 1994, among
First Madison Bank, FSB, First Nationwide Bank, A Federal Savings
Bank, and Bank of America National Trust and Savings Association,
supplementing the 2006 Indenture. (Incorporated by reference to
Exhibit 4.6 to FN Holdings' Annual Report on Form 10-K for the year
ended December 31, 1994.)
4.9 Second Supplemental Indenture, dated as of January 3, 1997, among
First Nationwide Bank, A Federal Savings Bank, California Federal
Bank, A Federal Savings Bank and Bank of America National Trust and
Savings Association, as trustee, supplementing the 2006 Indenture.
(Incorporated by reference to Exhibit 4.8 to Amendment No. 1 to FN
Holdings' Registration Statement on Form S-1 (File No. 333-21015)).
4.10 Indenture, dated February 15, 1986, between Cal Fed Bancorp Inc. and
Manufacturers Hanover Trust Company, as trustee, relating to the
6 1/2% Convertible Subordinated Debentures Due 2001 (the "6 1/2%
Convertible Debenture Indenture"). (Incorporated by reference to
Exhibit 4.11 to Amendment No. 1 to FN Holdings' Registration
Statement on Form S-1 (File No. 333-21015)).
4.11 First Supplemental Indenture, dated as of December 16, 1992, among
Cal Fed Bancorp Inc., XCF Acceptance Corporation, California Federal
Bank, A Federal Savings Bank, and Chemical Bank, supplementing the
6 1/2% Convertible Debenture Indenture. (Incorporated by reference
to Exhibit 4.12 to Amendment No. 1 to FN Holdings' Registration
Statement on Form S-1 (File No. 333-21015)).
4.12 Second Supplemental Indenture dated as of December 13, 1996 among
XCF Acceptance Corporation, California Federal Bank, A Federal
Savings Bank, and The Chase Manhattan Bank, as trustee,
supplementing the 6 1/2% Convertible Debenture Indenture.
(Incorporated by reference to Exhibit 4.13 to Amendment No. 1 to FN
Holdings' Registration Statement on Form S-1 (File No. 333-21015)).
4.13 Third Supplemental Indenture dated as of December 13, 1996 among Cal
Fed Bancorp Inc., XCF Acceptance Corporation, California Federal
Bank, A Federal Savings Bank, and The Chase Manhattan Bank, as
Trustee, supplementing the 6 1/2% Convertible Debenture Indenture.
(Incorporated by reference to Exhibit 4.14 to Amendment No. 1 to FN
Holdings' Registration Statement on Form S-1 (File No. 333-21015)).
4.14 Fourth Supplemental Indenture dated as of December 13, 1996 among
Cal Fed Bancorp Inc., XCF Acceptance Corporation, and The Chase
Manhattan Bank, as trustee, supplementing the 6 1/2% Convertible
Debenture Indenture. (Incorporated by reference to Exhibit 4.15 to
Amendment No. 1 to FN Holdings' Registration Statement on Form S-1
(File No. 333-21015)).
4.15 Indenture, dated December 1, 1992, between California Federal Bank,
A Federal Savings Bank and Chemical Bank, as trustee, relating to
the 10% Subordinated Debentures Due 2003. (Incorporated by reference
to Exhibit 4.16 to Amendment No. 1 to FN Holdings' Registration
Statement on Form S-1 (File No. 333-21015)).
4.16 Agreement Regarding Contingent Litigation Recovery Participation
Interests, dated as of June 30, 1995, between California Federal
Bank, A Federal Savings Bank, and Chemical Trust Company of
California, as Interest Agent. (Incorporated by reference to Exhibit
4.17 to Amendment No. 1 to FN Holdings' Registration Statement on
Form S-1 (File No. 333-21015)).
4.17 Agreement regarding Secondary Contingent Litigation Recovery
Participation Interests, dated as of December 2, 1996, between
California Federal Bank, A Federal Savings Bank, and ChaseMellon
Shareholder Services, L.L.C., as Interest Agent. (Incorporated by
reference to Exhibit 4.18 to Amendment No. 1 to FN Holdings'
Registration Statement on Form S-1 (File No. 333-21015)).
4.18 Note Agreement Regarding $50,000,000 aggregate principal amount of
10.668% Senior Subordinated Notes Due 1998 of California Federal
Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit
4.19 to Amendment No. 1 to FN Holdings' Registration Statement on
Form S-1 (File No. 333-21015)).
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10.1 Tax Sharing Agreement, effective as of January 1, 1994, by and among
First Madison Bank, FSB, FN Holdings and Mafco Holdings, Inc.
(Incorporated by reference to Exhibit 10.10 to FN Holdings'
Registration Statement on Form S-1 (File No. 33-82654)).
10.2 Asset Purchase Agreement, dated as of April 14, 1994, between First
Madison Bank, FSB, and First Nationwide Bank, A Federal Savings
Bank. (Incorporated by reference to Exhibit 2.1 to FN Holdings'
Current Report on Form 8-K dated October 3, 1994.)
10.3 Amendment No. 1 to the Asset Purchase Agreement, dated as of
September 30, 1994, between First Madison Bank, FSB, and First
Nationwide Bank, A Federal Savings Bank. (Incorporated by reference
to Exhibit 2.3 to FN Holdings' Current Report on Form 8-K dated
October 3, 1994.)
10.4 Amendment No. 2 to the Asset Purchase Agreement, dated as of
September 30, 1994, between First Madison Bank, FSB, and First
Nationwide Bank, A Federal Savings Bank. (Incorporated by reference
to Exhibit 2.4 to FN Holdings' Current Report on Form 8-K dated
October 3, 1994.)
10.5 Exchange Agreement dated September 26, 1994 by and among Gerald J.
Ford, First Nationwide Holdings Inc. and NationsBank of Texas, N.A.
(Incorporated by reference to Exhibit 10.12 to Amendment No. 2 to FN
Holdings' Registration Statement on Form S-1 (File No. 33-82654)).
10.6 Exchange Agreement dated October 20, 1994 between Carl B. Webb and
FN Holdings. (Incorporated by reference to Exhibit 10.11 to FN
Holdings' Registration Statement on Form S-1 (File No. 333-00854)).
10.7 Stockholders Agreement dated October 3, 1994 by and among Gerald J.
Ford, FN Holdings and the Registrant. (Incorporated by reference to
Exhibit 10.16 to Amendment No. 2 to FN Holdings' Registration
Statement on Form S-1 (File No. 33-82654)).
10.8 Office Lease, dated as of November 15, 1990, between Webb/San
Francisco Ventures, Ltd. and First Nationwide Bank, A Federal
Savings Bank. Confidential treatment has been granted for portions
of this document (Incorporated by reference to Exhibit 10.6 to
Amendment No. 3 to FN Holdings' Registration Statement on Form S-1
(File No. 33-82654)).
10.9 Employment Agreement between First Nationwide Bank, A Federal
Savings Bank, and Gerald J. Ford, dated as of October 1, 1994.
(Incorporated by reference to Exhibit 10.13 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1994.)
10.10 Amendment to Employment Agreement between California Federal Bank, A
Federal Savings Bank, and Gerald J. Ford, dated as of January 1,
1998.
10.11 Employment Agreement between First Nationwide Bank, A Federal
Savings Bank, and Carl B. Webb, II, dated as of February 1, 1995.
(Incorporated by reference to Exhibit 10.14 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1994.)
10.12 Amendment to Employment Agreement, dated as of June 1, 1996, between
First Nationwide Bank, A Federal Savings Bank, and Carl B. Webb, II.
(Incorporated by reference to Exhibit 10.1 to FN Holdings' Current
Report on Form 8-K dated August 30, 1996 ( the "August 1996 Form
8-K")).
10.13 Employment Agreement dated as of January 1, 1998 between California
Federal Bank, A Federal Savings Bank, and Carl B. Webb II.
10.14 Employment Agreement, dated as of June 1, 1996, between First
Nationwide Bank, A Federal Savings Bank, and Christie S. Flanagan.
(Incorporated by reference to Exhibit 10.4 to the August 1996 Form
8-K.)
Page 99
<PAGE>
10.15 Employment Agreement between First Nationwide Bank, A Federal
Savings Bank, and James R. Staff, dated as of February 1, 1995.
(Incorporated by reference to Exhibit 10.16 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1994.)
10.16 Amendment to Employment Agreement, dated as of June 1, 1996, between
First Nationwide Bank, A Federal Savings Bank, and James R. Staff.
(Incorporated by reference to Exhibit 10.3 to the August 1996 Form
8-K.)
10.17 Employment Agreement dated as of January 1, 1998 between California
Federal Bank, A Federal Savings Bank, and J. Randy Staff.
10.18 Employment Agreement between First Nationwide Bank, A Federal
Savings Bank, and Lacy G. Newman, Jr. dated as of February 1, 1995.
(Incorporated by reference to Exhibit 10.17 to FN Holdings'
Registration Statement on Form S-1 (File No. 333-00854)).
10.19 Amendment to Employment Agreement, dated as of June 1, 1996, between
First Nationwide Bank, A Federal Savings Bank, and Lacy G. Newman,
Jr. (Incorporated by reference to Exhibit 10.5 to the August 1996
Form 8-K.)
10.20 Employment Agreement dated as of January 1, 1998, between California
Federal Bank, A Federal Savings Bank, and Lacy G. Newman, Jr.
10.21 Employment Agreement between First Nationwide Bank, A Federal
Savings Bank, and Roger L. Gordon as of January 20, 1996.
(Incorporated by reference to Exhibit 10.15 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1995.)
10.22 Employment Agreement dated as of January 1, 1996, between First
Nationwide, A Federal Savings Bank and Richard P. Hodge.
(Incorporated by reference to Exhibit 10.16 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1995.)
10.23 Amendment to Employment Agreement, dated as of June 1, 1996, between
First Nationwide Bank, A Federal Savings Bank, and Richard P. Hodge
(Incorporated by reference to Exhibit 10.2 to the August 1996 Form
8-K.)
10.24 Employment Agreement between First Nationwide Mortgage Corporation,
and Walter C. Klein, Jr., dated as of January 8, 1996. (Incorporated
by reference to Exhibit 10.43 to Amendment No. 1 to FN Holdings'
Registration Statement on Form S-1 (File No. 333-21015)).
10.25 Amendment to Employment Agreement dated as of July 10, 1997, between
First Nationwide Mortgage Corporation and Walter C. Klein, Jr.
10.26 Post-Employment Consulting Agreement between California Federal
Bank, A Federal Savings Bank and Edward G. Harshfield, dated January
6, 1997. (Incorporated by reference to Exhibit 10.44 to Amendment
No. 1 to FN Holdings' Registration Statement on Form S-1 (File No.
333-21015)).
10.27 Special Bonus Agreement, dated as of November 25, 1996, by and
between First Nationwide Holdings Inc. and Carl B. Webb.
(Incorporated by reference to Exhibit 10.22 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996.)
10.28 Mortgage Company Asset Sale Agreement by and among Resolution Trust
Corporation as conservator for Standard Federal Savings Association,
America's Mortgage Servicing, Inc., A Mortgage Company, America's
Lending Network, Inc., and Stanfed Financial Services, Inc.; and
First Nationwide Mortgage Corporation dated as of December 1, 1994.
(Incorporated by reference to Exhibit 10.18 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1994.)
Page 100
<PAGE>
10.29 Receivables Sale Agreement by and among Resolution Trust Corporation
as conservator for Standard Federal Savings Association, America's
Mortgage Servicing, Inc., A Mortgage Company, and America's Lending
Network, Inc.; and First Nationwide Mortgage Corporation, dated as
of December 1, 1994. (Incorporated by reference to Exhibit 10.19 to
FN Holdings' Annual Report on Form 10-K for the year ended December
31, 1994.)
10.30 Purchase and Sale Agreement by and between Resolution Trust
Corporation in its corporate capacity and First Nationwide Mortgage
Corporation, dated as of December 1, 1994. (Incorporated by
reference to Exhibit 10.20 to FN Holdings' Annual Report on Form
10-K for the year ended December 31, 1994.)
10.31 Purchase and Sale Agreement by and among Resolution Trust
Corporation as receiver of or conservator for certain associations
and First Nationwide Mortgage Corporation, dated as of December 1,
1994. (Incorporated by reference to Exhibit 10.21 to FN Holdings'
Annual Report on Form 10-K for the year ended December 31, 1994.)
10.32 Letter agreement between the Resolution Trust Corporation, as
conservator for Standard Federal Savings Association, et al., and
First Nationwide Mortgage Corporation, dated December 2, 1994,
regarding the Mortgage Company Asset Sale Agreement, Receivable
Sales Agreement, and two Purchase and Sales Agreements among such
parties, dated as of December 1, 1994. (Incorporated by reference to
Exhibit 10.22 to FN Holdings' Annual Report on Form 10-K for the
year ended December 31, 1994.)
10.33 Letter agreement between the Resolution Trust Corporation, as
conservator for Standard Federal Savings Association, et al., and
First Nationwide Mortgage Corporation, dated February 23, 1995,
regarding the Mortgage Company Asset Sale Agreement, Receivable
Sales Agreement, and two Purchase and Sales Agreements among such
parties, dated as of December 1, 1994. (Incorporated by reference to
Exhibit 10.23 to FN Holdings' Annual Report on Form 10-K for the
year ended December 31, 1994.)
10.34 Letter agreement between the Resolution Trust Corporation, as
conservator for Standard Federal Savings Association, et al., and
First Nationwide Mortgage Corporation, dated February 24, 1995,
regarding the Mortgage Company Asset Sale Agreement among such
parties, dated as of December 1, 1994. (Incorporated by reference to
Exhibit 10.24 to FN Holdings' Annual Report on Form 10-K for the
year ended December 31, 1994.)
10.35 Letter agreement between the Resolution Trust Corporation, as
conservator for Standard Federal Savings Association, et al., and
First Nationwide Mortgage Corporation, dated February 28, 1995,
regarding the Mortgage Company Asset Sale Agreement among such
parties, dated as of December 1, 1994 (power of attorney matters).
(Incorporated by reference to Exhibit 10.25 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1994.)
10.36 Letter agreement between the Resolution Trust Corporation, as
conservator for Standard Federal Savings Association, et al., and
First Nationwide Mortgage Corporation, dated February 28, 1995,
regarding the Mortgage Company Asset Sale Agreement among such
parties, dated as of December 1, 1994 (amendments to schedules).
(Incorporated by reference to Exhibit 10.26 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1994.)
10.37 Agreement for Provision of Services between First Nationwide Bank, A
Federal Savings Bank and Trans Network Insurance Services, Inc.
(then named "First Gibraltar (Parent) Holdings Inc."), dated as of
December 1, 1994. (Incorporated by reference to Exhibit 10.27 to FN
Holdings' Annual Report on Form 10-K for the year ended December 31,
1994.)
10.38 Assignment from Trans Network Insurance Services Inc. to First
Nationwide Management Corp. of Agreement for Provision of Services.
(Incorporated by reference to Exhibit 10.37 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1995.)
Page 101
<PAGE>
10.39 Asset Purchase Agreement between Trans Network Insurance Services
Inc. and FNC Insurance Agency, Inc. dated effective June 1, 1995.
(Incorporated by reference to Exhibit 10.24 to Post-Effective
Amendment No. 1 to FN Holdings' Registration Statement on Form S-1
(File No. 33-82654)).
10.40 Trans Network Marketing and Support Services Agreement between First
Nationwide Bank, A Federal Savings Bank, and Trans Network Insurance
Services Inc. dated effective June 1, 1995. (Incorporated by
reference to Exhibit 10.25 to Post-Effective Amendment No. 1 to FN
Holdings' Registration Statement on Form S-1 (File No. 33-82654)).
10.41 Amendment No. 2 to Lease between First Nationwide Bank, A Federal
Savings Bank, and RNM 135 Main, L.P. dated April 6, 1995.
(Incorporated by reference to Exhibit 10.26 to Post-Effective
Amendment No. 1 to FN Holdings' Registration Statement on Form S-1
(File No. 33-82654)).
10.42 Consulting Agreement between First Nationwide Management Corp. and
Gerald J. Ford dated as of October 1, 1994. (Incorporated by
reference to Exhibit 10.27 to Post-Effective Amendment No. 1 to FN
Holdings' Registration Statement on Form S-1 (File No. 33-82654)).
10.43 Amendment to Consulting Agreement between First Nationwide
Management Corp. and Gerald J. Ford, dated effective December 17,
1997.
10.44 First Amendment, dated as of January 1, 1995, by and among First
Nationwide Management Corp., Diamond A-Ford Corporation, Trans
Network Insurance Services, Inc. and Gerald J. Ford, supplementing
the Consulting Agreement between First Nationwide Management Corp.
and Gerald J. Ford dated as of October 1, 1994. (Incorporated by
reference to Exhibit 10.33 to FN Holdings' Registration Statement on
Form S-1 (File No. 333-00854)).
10.45 Management Incentive Plan for Certain Employees of First Nationwide
Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit
10.34 to FN Holdings' Registration Statement on Form S-1 (File No.
333-00854)).
10.46 Deferred Executive Compensation Program.
10.47 Reimbursement and Expense Allocation Agreement, dated as of January
1, 1996, by and between First Nationwide Management Corp. and FN
Holdings. (Incorporated by reference to Exhibit 10.35 to FN
Holdings' Registration Statement on Form S-1 (File No. 333-00854)).
10.48 Registration Agreement, dated September 13, 1996, among FN Holdings
Inc., First Nationwide Escrow Corp. and the initial purchasers named
therein relating to the 10 5/8% Notes. (Incorporated by reference to
Exhibit 4.20 to Amendment No. 1 to FN Holdings' Registration
Statement on Form S-1 (File No. 333-21015)).
10.49 Amended and Restated Agreement and Plan of Merger dated as of the
27th day of July, 1996 by and among First Nationwide Holdings Inc.,
CFB Holdings, Inc., Cal Fed Bancorp Inc. and California Federal
Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit
2.1 to FN Holdings' Registration Statement on Form S-1 (File No.
333-21015)).
10.50 Stock Option Agreement, dated as of February 4, 1998, by and between
Golden State Bancorp Inc. and First Nationwide (Parent) Holdings
Inc. (Incorporated by reference to Exhibit 99.1 to the February 1998
Form 8-K.)
10.51 Litigation Management Agreement, dated as of February 4, 1998, by
and among Golden State Bancorp Inc., Glendale Federal Bank, Federal
Savings Bank, California Federal Bank, A Federal Savings Bank,
Stephen J. Trafton and Richard A. Fink. (Incorporated by reference
to Exhibit 99.2 to the February 1998 Form 8-K.)
Page 102
<PAGE>
12.1 Statement regarding the computation of ratio of earnings to combined
fixed charges and minority interest for the Registrant.
21.1 Subsidiaries of the Registrant.
24.1 Power of Attorney executed by Ronald O. Perelman.
24.2 Power of Attorney executed by Howard Gittis.
27.1 Financial Data Schedule.
(C) REPORTS ON FORM 8-K
None.
Page 103
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
Dated: March 25, 1998
FIRST NATIONWIDE (PARENT) HOLDINGS INC.
By: /s/ Laurence Winoker
----------------------------
Laurence Winoker
Vice President and Controller
(Signing on behalf of Registrant
and as the Principal Accounting
Officer)
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
NAME TITLE DATE
---- ----- ----
* Chairman of the Board, Chief March 25, 1998
- ---------------------- Executive Officer and Director
Ronald O. Perelman (Principal Executive Officer)
/s/ Gerald J. Ford President and Director March 25, 1998
- ----------------------
Gerald J. Ford
* Vice Chairman and Director March 25, 1998
- ----------------------
Howard Gittis
/s/ Irwin Engelman Executive Vice President and March 25, 1998
- ---------------------- Chief Financial Officer
Irwin Engelman (Principal Financial Officer)
* Joram C. Salig, by signing his name hereto, does hereby execute this
report on Form 10-K on behalf of the directors and officers of the
Registrant indicated above by asterisks, pursuant to powers of attorney duly
executed by such directors and officers and filed as exhibits to this report
on Form 10-K.
By: /s/ Joram C. Salig
---------------------------
Joram C. Salig
Attorney-in-fact
Page 104
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
First Nationwide (Parent) Holdings Inc.:
We have audited the accompanying consolidated balance sheets of First
Nationwide (Parent) Holdings Inc. and subsidiaries (the "Company") as of
December 31, 1997 and 1996, and the related consolidated statements of income,
comprehensive income, stockholder's equity and cash flows for each of the years
in the three-year period ended December 31, 1997. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated 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 consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of First Nationwide
(Parent) Holdings Inc. and subsidiaries as of December 31, 1997 and 1996, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1997, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Dallas, Texas
February 23, 1998
F-1
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1997 and 1996
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Assets 1997 1996
------ ---- ----
<S> <C> <C>
Cash and amounts due from banks $ 350,214 $ 135,534
Interest-bearing deposits in other banks 36,164 20,619
Short-term investment securities 25,933 113,716
----------- -----------
Cash and cash equivalents 412,311 269,869
Securities available for sale, at fair value 813,085 542,019
Securities held to maturity (fair value $58,299 in 1997 and $4,287 in 1996) 58,299 4,272
Mortgage-backed securities available for sale, at fair value 5,076,598 1,598,652
Mortgage-backed securities held to maturity (fair value $1,373,289 in 1997
and $1,653,847 in 1996) 1,337,877 1,621,662
Loans held for sale, net 1,483,466 825,316
Loans receivable, net 19,424,410 10,212,583
Investment in Federal Home Loan Bank ("FHLB") System 468,191 220,962
Office premises and equipment, net 159,349 100,164
Foreclosed real estate, net 76,997 51,987
Accrued interest receivable 188,203 106,034
Intangible assets (net of accumulated amortization of $60,294 in 1997
and $11,141 in 1996) 675,927 140,564
Mortgage servicing rights 536,703 423,692
Other assets 650,740 517,297
----------- -----------
Total assets $31,362,156 $16,635,073
=========== ===========
Liabilities, Minority Interest and Stockholder's Equity
Deposits $16,202,605 $ 8,501,883
Securities sold under agreements to repurchase 1,842,442 1,583,387
Borrowings 11,232,530 5,364,894
Other liabilities 702,959 399,446
----------- -----------
Total liabilities 29,980,536 15,849,610
----------- -----------
Commitments and contingencies -- --
Minority interest 1,175,704 613,852
Stockholder's equity:
Common stock, $1.00 par value, 1,000 shares authorized,
issued and outstanding 1 1
Additional paid-in capital -- 161
Net unrealized holding gain on securities available for sale 28,129 36,975
Retained earnings (substantially restricted) 177,786 134,474
----------- -----------
Total stockholder's equity 205,916 171,611
----------- -----------
Total liabilities, minority interest and stockholder's equity $31,362,156 $16,635,073
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-2
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Years Ended December 31, 1997, 1996 and 1995
(in thousands)
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Interest income:
Loans receivable $ 1,553,210 $ 884,905 $ 799,607
Mortgage-backed securities available for sale 297,816 115,983 --
Mortgage-backed securities held to maturity 113,300 135,103 212,880
Covered assets -- 1,413 10,705
Loans held for sale 76,364 61,595 24,257
Securities available for sale 53,936 31,416 --
Securities held to maturity 2,436 257 26,885
Interest-bearing deposits in other banks 5,638 3,127 1,511
----------- ----------- -----------
Total interest income 2,102,700 1,233,799 1,075,845
----------- ----------- -----------
Interest expense:
Deposits 746,985 419,174 447,359
Securities sold under agreements to repurchase 140,547 120,280 104,957
Borrowings 610,885 308,840 182,499
----------- ----------- -----------
Total interest expense 1,498,417 848,294 734,815
----------- ----------- -----------
Net interest income 604,283 385,505 341,030
Provision for loan losses 79,800 39,600 37,000
----------- ----------- -----------
Net interest income after provision for loan losses 524,483 345,905 304,030
----------- ----------- -----------
Noninterest income:
Loan servicing fees, net 143,919 123,887 70,265
Customer banking fees and service charges 100,048 45,044 47,493
Management fees 6,211 9,694 15,141
Gain on sales of assets, net 38,230 38,118 173
Gain on sales of branches 3,569 363,342 --
Gain (loss) on sales of loans, net 24,721 17,802 (26)
Gain from termination of Assistance Agreement -- 25,632 --
Dividends on FHLB stock 24,790 11,670 6,546
Other income 22,996 18,189 11,381
----------- ----------- -----------
Total noninterest income 364,484 653,378 150,973
----------- ----------- -----------
Noninterest expense:
Compensation and employee benefits 256,448 204,818 154,288
Occupancy and equipment 81,914 51,936 49,897
Data processing 12,402 10,491 9,787
Savings Association Insurance Fund ("SAIF")
deposit insurance premium 10,680 81,149 22,262
Marketing 20,186 10,908 10,810
Professional fees 48,771 18,986 11,202
Loan expense 60,437 31,282 12,431
Foreclosed real estate operations, net (3,304) (7,390) (927)
Amortization of intangible assets 49,153 9,445 1,474
Other 113,882 80,111 61,329
----------- ----------- -----------
Total noninterest expense 650,569 491,736 332,553
----------- ----------- -----------
Income before income taxes, extraordinary item and minority
interest 238,398 507,547 122,450
Income tax expense (benefit) 41,315 (75,807) (57,185)
----------- ----------- -----------
Income before extraordinary item and minority interest 197,083 583,354 179,635
Extraordinary item - (loss) gain on early extinguishment of
debt, net -- (1,586) 1,967
----------- ----------- -----------
Income before minority interest 197,083 581,768 181,602
Minority interest 131,851 161,191 59,138
----------- ----------- -----------
Net income $ 65,232 $ 420,577 $ 122,464
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years Ended December 31, 1997, 1996 and 1995
(in thousands)
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Net income $ 65,232 $ 420,577 $ 122,464
Other comprehensive income, net of tax:
Unrealized holding gain on securities available for sale:
Unrealized holding gains arising during the period 8,726 14,580 43,185
Less: reclassification adjustment for gains
included in net income (17,572) (28,415) (1,175)
----------- ----------- -----------
Other comprehensive income (8,846) (13,835) 42,010
----------- ----------- -----------
Comprehensive income $ 56,386 $ 406,742 $ 164,474
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Consolidated Statements of Stockholder's Equity
Years Ended December 31, 1997, 1996 and 1995
(in thousands)
<TABLE>
<CAPTION>
Net unrealized
Additional holding gain on Total
Common paid-in securities Retained stockholder's
stock capital available for sale earnings equity
----- ------- ------------------ -------- ------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994 $ 1 $ 267,055 $ 8,800 $ 53,811 $ 329,667
Net income -- -- -- 122,464 122,464
Dividends and distributions to stockholder -- -- -- (89,986) (89,986)
Change in net unrealized holding gains
on securities available for sale -- -- 42,010 -- 42,010
--------- --------- --------- --------- ---------
Balance at December 31, 1995 1 267,055 50,810 86,289 404,155
Net income -- -- -- 420,577 420,577
Contribution by parent -- 1,819 -- -- 1,819
Dividends and distributions to stockholder -- (267,055) -- (369,449) (636,504)
Issuance costs of FN Holdings Preferred --
Stock -- (1,658) (2,943) (4,601)
Change in net unrealized holding gains
on securities available for sale -- -- (13,835) -- (13,835)
--------- --------- --------- --------- ---------
Balance at December 31, 1996 1 161 36,975 134,474 171,611
Net income -- -- -- 65,232 65,232
Merger of FN Escrow -- -- -- (931) (931)
Redemption of Additional FN Holdings
Preferred Stock -- -- -- 1,871 1,871
Issuance costs of subsidiary preferred
stock -- -- -- (14,561) (14,561)
Contribution by parent -- 49 -- -- 49
Dividends to parent -- (210) -- (8,299) (8,509)
Change in net unrealized holding gains on
securities available for sale -- -- (8,846) -- (8,846)
--------- --------- --------- --------- ---------
Balance at December 31, 1997 $ 1 $ -- $ 28,129 $ 177,786 $ 205,916
========= ========= ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended December 31, 1997, 1996 and 1995
(in thousands)
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 65,232 $ 420,577 $ 122,464
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Amortization of intangible assets 49,153 9,445 1,474
Amortization of discount on senior notes 744 523 --
(Accretion) amortization of purchase accounting premiums
and discounts, net (20,650) (15,771) (946)
Amortization of mortgage servicing rights 110,282 90,981 33,892
Provision for loan losses 79,800 39,600 37,000
Provision for accrued termination and facilities costs 1,233 8,679 12,772
Gain on sales of assets, net (38,230) (38,118) (173)
Gain on sale of branches (3,569) (363,342) --
Gain on sales of foreclosed real estate (12,087) (12,951) (3,010)
Loss on sale of loans, net 95,744 63,226 17,928
Gain from termination of Assistance Agreement -- (25,632) --
Extraordinary loss (gain) on early extinguishment of debt, net -- 1,586 (1,967)
Depreciation and amortization of office premises
and equipment 16,773 10,921 8,884
Amortization of deferred issuance costs 7,591 2,978 766
FHLB stock dividend (24,790) (11,670) (6,546)
Capitalization of mortgage servicing rights (120,465) (81,028) (17,902)
Purchases and originations of loans held for sale (6,293,262) (4,822,753) (1,773,437)
Proceeds from the sale of loans held for sale 5,510,777 5,157,186 1,191,281
Decrease (increase) in other assets 163,945 (91,552) (97,258)
(Increase) decrease in accrued interest receivable (11,197) 20,991 (9,743)
(Decrease) increase in other liabilities (137,906) (39,118) 33,155
Minority interest 123,399 160,041 59,138
----------- ----------- -----------
Net cash (used in) provided by
operating activities (437,483) 484,799 (392,228)
----------- ----------- -----------
(Continued)
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows, continued
Years Ended December 31, 1997, 1996 and 1995
(in thousands)
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Cash flows from investing activities:
Acquisitions and divestitures:
Auto One Acquisition $ (2,845) $ -- $ --
SFFed Acquisition -- (83,184) --
Home Federal Acquisition -- 79,044 --
Cal Fed Acquisition (161,196) -- --
Mortgage loan servicing rights and operations (34,260) (48,305) (214,727)
Branch Purchases -- -- 501,351
Purchases of securities available for sale (1,340,881) (497,963) --
Proceeds from sales of securities available for sale 52,014 92,320 --
Proceeds from maturities of securities available for sale 1,015,410 242,514 --
Purchases of securities held to maturity (58,965) (9,303) (162,845)
Principal payments from securities held to maturity -- 5 --
Proceeds from maturities of securities held to maturity 4,938 1,250 344,475
Purchases of mortgage-backed securities available for sale (2,589,257) (149,724) --
Principal payments on mortgage-backed securities
available for sale 1,099,699 475,186 --
Proceeds from sales of mortgage-backed securities
available for sale 50,772 -- --
Purchases of mortgage-backed securities held to maturity (458) -- (19,825)
Principal payments on mortgage-backed securities held to maturity 283,696 387,891 570,945
Proceeds from sales of loans receivable 21,179 123,026 431,247
Net decrease (increase) in loans receivable 514,377 1,498,588 (85,149)
Decrease in covered assets -- 39,349 272,254
(Purchases) redemptions of FHLB stock, net (50,721) (65,753) 25,565
Purchases of office premises and equipment (66,131) (42,368) (15,331)
Proceeds from the disposal of office premises and equipment 31,400 4,071 1,667
Proceeds from sales of foreclosed real estate 200,275 170,443 71,453
Purchases of mortgage servicing rights (29,627) (65,994) (774)
Proceeds from sales of mortgage servicing rights 31,051 -- --
------------ ------------ ------------
Net cash (used in) provided by investing activities (1,029,530) 2,151,093 1,720,306
------------ ------------ ------------
Cash flows from financing activities:
Branch Sales (79,900) (4,585,022) --
Net (decrease) increase in deposits (1,196,360) (56,694) 542,633
Proceeds from additional borrowings 19,595,218 11,144,414 6,151,319
Principal payments on borrowings (17,495,008) (8,484,883) (6,860,569)
Net decrease in securities sold under agreements to repurchase (40,289) (202,169) (913,103)
Proceeds from FN Escrow Merger 605,347 -- --
Issuance of FN Holdings Preferred Stock, net (520) 145,399 --
Issuance of REIT Preferred Stock, net 485,959 -- --
Redemption of FN Holdings Preferred Stock (125,000) -- --
Redemption of FN Holdings/FN Escrow Preferred Stock (17,250) -- --
Dividends (8,509) (322,680) (89,986)
Dividends paid to minority stockholders, net of taxes (114,282) (51,723) (34,584)
Capital contribution from parent 49 1,819 --
Capital distribution -- (267,055) --
------------ ------------ ------------
Net cash provided by (used in) financing activities 1,609,455 (2,678,594) (1,204,290)
------------ ------------ ------------
Net change in cash and cash equivalents 142,442 (42,702) 123,788
Cash and cash equivalents at beginning of year 269,869 312,571 188,783
------------ ------------ ------------
Cash and cash equivalents at end of year $ 412,311 $ 269,869 $ 312,571
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-7
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(1) Organization
First Nationwide (Parent) Holdings Inc. (the "Company" or "Parent
Holdings") is a holding company with no business operations of its own. Parent
Holdings' only significant asset is its indirect ownership of 80% of the common
stock of California Federal Bank, A Federal Savings Bank ("California Federal"
or "Bank"), formerly First Nationwide Bank, A Federal Savings Bank ("First
Nationwide"), formerly First Madison Bank, FSB ("First Madison"). Parent
Holdings owns directly 80% of the common stock of First Nationwide Holdings
Inc. ("FN Holdings"), a holding company which owns all of the common stock of
California Federal. As such, Parent Holdings' principal business operations are
conducted by California Federal and its subsidiaries. Parent Holdings is a
subsidiary of First Gibraltar Holdings Inc. ("First Gibraltar Holdings"), an
indirect subsidiary of MacAndrews & Forbes Holdings Inc. ("M&F Holdings").
The Bank was organized and chartered as First Gibraltar Bank, FSB ("First
Gibraltar"), a federal stock savings bank, in December 1988 for the primary
purpose of acquiring substantially all of the assets and assuming deposit,
secured and certain other liabilities of five insolvent Texas savings and loan
associations ("Closed Associations") from the Federal Savings and Loan
Insurance Corporation ("FSLIC"), as receiver.
On February 1, 1993, First Gibraltar sold to BankAmerica Corporation
certain assets, liabilities and substantially all of the branch operations of
First Gibraltar located in Texas, including $829 million of loans and 130
branches with approximately $6.9 billion in deposits (the "BAC Sale"). A net
gain of $141 million was recorded in connection with this sale. Concurrently
with the BAC Sale, First Gibraltar changed its name to First Madison Bank, FSB.
On April 14, 1994, First Madison entered into the Asset Purchase Agreement
(the "Asset Purchase Agreement") with First Nationwide Bank, A Federal Savings
Bank ("Old FNB"), an indirect subsidiary of Ford Motor Company ("Ford Motor").
On October 3, 1994, effective immediately after the close of business on
September 30, 1994, First Madison acquired substantially all of the assets and
certain of the liabilities (the "FN Acquired Business") of Old FNB (the "FN
Acquisition") for approximately $715 million based on estimates prepared by Old
FNB. On March 2, 1995, an additional $11.5 million was paid to Old FNB pursuant
to certain settlement provisions of the Asset Purchase Agreement. Effective on
October 1, 1994, First Madison changed its name to First Nationwide Bank, A
Federal Savings Bank.
On January 3, 1997, pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") among FN Holdings, Cal Fed Bancorp Inc. ("Cal Fed") and
California Federal Bank, A Federal Savings Bank ("Old California Federal"), FN
Holdings acquired 100% of the outstanding stock of Cal Fed and Old California
Federal, and First Nationwide merged with and into Old California Federal. The
aggregate consideration paid under the Merger Agreement consisted of
approximately $1.2 billion in cash and the issuance of litigation interests
(the "Cal Fed Acquisition"). Cal Fed, a savings and loan holding company, owned
100% of the common stock of Old California Federal. At December 31, 1996, Old
California Federal had total assets of approximately $14.1 billion and deposits
of $8.9 billion, and operated 119 branches in California and Nevada. Effective
on January 3, 1997, First Nationwide changed its name to California Federal
Bank, A Federal Savings Bank. In connection with the Cal Fed Acquisition, FN
Holdings made a capital contribution to the Bank on January 3, 1997 of
approximately $685 million.
In November 1996, the Bank created California Federal Preferred Capital
Corporation ("Preferred Capital Corp."), a real estate investment trust
("REIT"), for the purpose of acquiring, holding and managing real estate
mortgage assets. All of Preferred Capital Corp.'s common stock is owned by the
Bank. Pursuant to a subservicing agreement with the Bank's wholly-owned
mortgage banking subsidiary, First Nationwide Mortgage Corporation ("FNMC"),
FNMC services Preferred Capital Corp.'s mortgage assets. On January 31, 1997,
Preferred Capital Corp. issued to the public $500 million of its 9 1/8%
Noncumulative Exchangeable Preferred Stock (the "REIT Preferred Stock"), which
is reflected in the Company's 1997 consolidated balance sheet as minority
interest. Preferred Capital Corp. used the proceeds from such offering to
acquire mortgage assets from the Bank.
The Bank is a diversified financial services company that primarily serves
consumers in California, and to a lesser extent, in Florida and Nevada. The
Bank's principal business consists of (i) operating retail deposit branches,
F-8
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(ii) originating and/or purchasing 1-4 unit residential loans and, to a lesser
extent, certain commercial real estate and consumer loans, for investment and
(iii) mortgage banking activities, including originating and servicing 1-4 unit
residential loans for others. Recently, with its entry into the sub-prime
automobile finance business, the Bank broadened its complement of consumer
lending products. These operating activities are financed principally with
customer deposits, secured short-term and long-term borrowings, collections on
loans, asset sales and retained earnings.
(2) FN Escrow Merger
On January 3, 1997 and prior to the consummation of the Cal Fed
Acquisition, First Nationwide Escrow Corp. ("FN Escrow"), an affiliate of FN
Holdings, was merged with and into FN Holdings, pursuant to a merger agreement
by and between FN Holdings and FN Escrow (the "FN Escrow Merger"). In
connection therewith, FN Holdings acquired the net proceeds from the issuance
of FN Escrow's $575 million of senior subordinated notes due 2003 (the "10 5/8%
Notes") and assumed FN Escrow's obligations under the 10 5/8% Notes and
indenture. Deferred issuance costs associated with the 10 5/8% Notes of $19
million were included in FN Escrow's other assets and are being amortized over
the term of the 10 5/8% Notes.
Concurrent with the issuance of the 10 5/8% Notes, FN Escrow issued
approximately $36 million aggregate liquidation value of cumulative perpetual
preferred stock (the "FN Escrow Preferred Stock") to Trans Network Insurance
Services Inc., an affiliate of FN Escrow. The FN Escrow Preferred Stock had a
stated liquidation value of $10,000 per share, plus accrued and unpaid
dividends, if any. Cash dividends on the FN Escrow Preferred Stock were
cumulative and accrued at an annual rate of approximately 7.3% of the stated
liquidation value. In connection with the FN Escrow Merger, each share of FN
Escrow Preferred Stock was converted into and became one share of cumulative
perpetual preferred stock of FN Holdings (the "FN Holdings/FN Escrow Preferred
Stock"), which stock had the same relative rights, terms and preferences as the
FN Escrow Preferred Stock. Immediately after issuance, FN Holdings redeemed the
FN Holdings/FN Escrow Preferred Stock at a redemption price of $36.8 million,
representing its stated liquidation value and accrued and unpaid dividends to
January 3, 1997. At the same time, a $19 million loan receivable from an
affiliate of FN Holdings was repaid.
(3) Acquisitions and Divestitures
LMUSA Purchases
On October 2, 1995, FNMC purchased from Lomas Mortgage USA, Inc. ("LMUSA")
a loan servicing portfolio of approximately $11.1 billion (including a
sub-servicing portfolio of $3.1 billion), a $2.9 billion master servicing
portfolio in which FNMC monitors the performance and consolidates the reporting
and remittances of multiple servicers for various investors (a "master
servicing portfolio") and other assets for $100.9 million, and the assumption
of certain indebtedness relating to an acquired loan portfolio totalling
approximately $274 million (the "LMUSA 1995 Purchase"). On January 31, 1996,
FNMC purchased LMUSA's remaining $14.1 billion loan servicing portfolio
(including a sub-servicing portfolio of $2.4 billion), a master servicing
portfolio of $2.7 billion, $5.9 million in foreclosed real estate, $46.8
million in net other servicing receivables, $2.6 million in mortgage loans, and
$6.2 million in net other assets (including $1.4 million in cash and cash
equivalents) for a purchase price of approximately $160.9 million (the "LMUSA
1996 Purchase" and, together with the LMUSA 1995 Purchase, the "LMUSA
Purchases").
F-9
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
1996 Acquisitions
On February 1, 1996, the Bank acquired SFFed Corp. ("SFFed") and its
wholly-owned subsidiary, San Francisco Federal Savings and Loan Association
(the "SFFed Acquisition"). The following is a summary of the assets acquired
and liabilities assumed in connection with the SFFed Acquisition at February 1,
1996.
<TABLE>
<CAPTION>
Estimated
SFFed Bank Remaining
Carrying Fair Value Carrying Lives
Value Adjustments Value (in years)
----- ----------- ----- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 181,061 $ -- $ 181,061 --
Mortgage-backed securities 918,817 11,007 929,824 1-5
Loans receivable, net 2,715,758 (23,245) 2,692,513 2-12
Office premises and equipment 20,581 (11,672) 8,909 3-10
Investment in FHLB System 31,989 -- 31,989 --
Foreclosed real estate, net 30,018 -- 30,018 --
Accrued interest receivable 22,740 -- 22,740 --
Mortgage servicing rights 2,238 13,762 16,000 2-4
Other assets 44,938 (7,773) 37,165 2-5
Deposits (2,678,692) (10,950) (2,689,642) 1-5
Securities sold under
agreements to repurchase (815,291) (3,640) (818,931) --
Borrowings (227,203) (8,831) (236,034) 1-9
Other liabilities (50,805) (6,075) (56,880) 1-5
------------ -------- ----------
$ 196,149 $(47,417) 148,732
============ ========
Purchase price 264,245
Excess cost over fair value ----------
of net assets acquired $ 115,513 15
==========
</TABLE>
In connection with the SFFed Acquisition, FN Holdings issued $140 million
of 9 1/8% Senior Subordinated Notes Due 2003 (the "9 1/8% Senior Subordinated
Notes") and contributed the proceeds thereof of $133 million to the Bank as
additional paid-in capital.
F-10
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
On June 1, 1996, the Bank acquired Home Federal Financial Corporation
("HFFC"), and its wholly-owned federally chartered savings association, Home
Federal Savings and Loan Association of San Francisco (the "Home Federal
Acquisition," and together with the SFFed Acquisition, the "1996
Acquisitions"). The aggregate consideration paid in connection with the Home
Federal Acquisition was approximately $67.8 million. The following is a summary
of the assets acquired and liabilities assumed in the Home Federal Acquisition
at June 1, 1996:
<TABLE>
<CAPTION>
Estimated
HFFC Bank Remaining
Carrying Fair Value Carrying Lives
Value Adjustments Value (in years)
----- ----------- ----- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Cash and cash equivalents $146,867 $ -- $146,867 --
Mortgage-backed securities 4,053 (65) 3,988 1-5
Loans receivable, net 538,722 4,020 542,742 2-12
Office premises and equipment 4,202 (2,125) 2,077 3-10
Investment in FHLB System 6,259 -- 6,259
Foreclosed real estate, net 2,421 (198) 2,223 --
Accrued interest receivable 3,594 -- 3,594 --
Mortgage servicing rights 817 2,243 3,060 2-4
Other assets 10,016 2,392 12,408 2-5
Deposits (632,399) (1,875) (634,274) 1-5
Borrowings (30,000) 241 (29,759) 1-6
Other liabilities (3,602) (3,293) (6,895) 1-5
--------- ------ --------
$ 50,950 $1,340 52,290
========= ======
Purchase price 67,823
Excess cost over fair value --------
of net assets acquired $ 15,533 15
========
</TABLE>
The 1996 Acquisitions and the LMUSA Purchases were accounted for as
purchases and, accordingly, their respective purchase prices were allocated to
the assets acquired and liabilities assumed in each transaction based on
estimates of fair values at the date of purchase. Since the respective dates of
purchase, the results of operations related to such assets and liabilities have
been included in the Company's consolidated statements of income.
F-11
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Cal Fed Acquisition
The following is a summary of the assets acquired and liabilities assumed
in connection with the Cal Fed Acquisition at January 3, 1997.
<TABLE>
<CAPTION>
Estimated
Cal Fed Bank Remaining
Carrying Fair Value Carrying Lives
Value Adjustments Value (in years)
----- ----------- ----- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 1,027,491 $ -- $ 1,027,491 --
Securities 6,013 12 6,025 1
Mortgage-backed securities 1,963,869 4,532 1,968,401 6-9
Loans receivable, net 10,084,170 (23,991) 10,060,179 2-12
Office premises and equipment, net 58,900 (17,592) 41,308 3-10
Investment in FHLB System 166,786 -- 166,786 --
Foreclosed real estate, net 18,482 (16) 18,466 --
Accrued interest receivable 71,868 -- 71,868 --
Mortgage servicing rights 4,759 39,738 44,497 2-7
Other assets 87,096 142,634 229,730 2-5
Deposits (8,985,630) (9,699) (8,995,329) 1-8
Borrowings (3,468,004) (2,918) (3,470,922) 1-5
Other liabilities (198,454) (188,892) (387,346) 1-10
Preferred stock (172,500) -- (172,500) --
------------ -------- -----------
$ 664,846 $(56,192) 608,654
----------- ========
Purchase price 1,188,687
Excess cost over fair value -----------
of net assets acquired $ 580,033 15
===========
</TABLE>
The Cal Fed Acquisition was accounted for as a purchase and accordingly,
the purchase price was allocated to the assets acquired and liabilities assumed
in the transaction based on estimates of fair value at the date of purchase.
Since the date of purchase, the results of operations related to such assets
and liabilities have been included in the Company's 1997 consolidated statement
of income.
Weyerhaeuser Purchase
On May 31, 1997, FNMC acquired a 1-4 unit residential loan servicing
portfolio of approximately $3.2 billion and approximately 40,000 loans from WMC
Mortgage Corporation (the "Weyerhaeuser Purchase") for $37.1 million. The
Company's consolidated statement of income for the year ended December 31, 1997
includes the results of the acquired servicing portfolio from June 1, 1997.
Auto One Acquisition
On September 1, 1997, the Bank acquired Auto One Acceptance Corporation
("Auto One") in a purchase transaction (the "Auto One Acquisition"). Auto One
primarily engages in indirect sub-prime auto financing activities, providing
loan processing, funding and loan servicing for over 800 franchised automobile
dealers. Auto One is a licensed lender in 47 states. Auto One is headquartered
in Dallas, Texas, and is a wholly-owned subsidiary of the Bank. The results of
operations for Auto One for the period from September 1, 1997 are included in
the Company's consolidated statement of income for the year ended December 31,
1997.
F-12
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Servicing Sale
On September 30, 1997, FNMC sold servicing rights for approximately 52,000
loans with an unpaid principal balance of approximately $2.3 billion,
recognizing a pre-tax gain of $14.0 million (the "Servicing Sale").
Branch Sales
During the first six months of 1996, the Bank consummated the sale of its
retail deposits and the related retail banking assets comprised of cash on
hand, loans on deposits, and facilities in Ohio, New York, New Jersey and
Michigan (collectively, the "Branch Sales") at gross prices which represented
an average premium of 7.96% of the approximately $4.6 billion deposits sold.
The Bank recorded a pre-tax gain of $363.3 million in connection with the
Branch Sales. The Company's consolidated statement of income for the year ended
December 31, 1996 includes the results of operations of those branches sold in
the Branch Sales for the period prior to sale.
Garberville Branch Sale
On May 9, 1997, the Bank consummated the sale of deposit accounts and
related retail banking assets comprised of cash on hand, loans on deposits and
facilities totalling $21.7 million to Humboldt Bank at a gross price
representing a deposit premium of 4.5% (the "Garberville Branch Sale"), and
resulting in a net pre-tax gain on sale of $1.1 million.
Texas Branch Sale
On December 12, 1997, the Bank sold its retail deposits and all related
retail banking facilities in the state of Texas (consisting of three branches)
totalling $57.6 million at a gross price representing a deposit premium of 4.1%
and resulting in a pre-tax net gain on sale of $2.5 million (the "Texas Branch
Sale").
Pro Forma Financial Information
The following unaudited pro forma financial information combines the
historical results of the Company as if the Cal Fed Acquisition and the
issuances of the REIT Preferred Stock, the 10 5/8% Notes and the 12 1/2% Senior
Notes (as defined herein) had occurred as of the beginning of the first year
presented (in thousands):
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------
1997 1996
---- ----
<S> <C> <C>
Net interest income $605,871 $668,156
Net income 63,760 147,986
</TABLE>
The gains recognized related to the Branch Sales, net of related taxes,
and certain sales of branches by Cal Fed are excluded from the above table. The
pro forma information does not include the effect of the Home Federal
Acquisition, the SFFed Acquisition, the LMUSA 1996 Purchase, the Weyerhaeuser
Purchase, the Auto One Acquisition, the Servicing Sale, the Branch Sales, the
Garberville Branch Sale, the Texas Branch Sale, the sales of certain branches
by Cal Fed or the issuance of the 9 1/8% Senior Subordinated Notes because such
effect is not significant. The pro forma results are not necessarily indicative
of the results which would have actually been obtained if the Cal Fed
Acquisition and the issuances of the REIT Preferred Stock, the 10 5/8% Notes or
the 12 1/2% Senior Notes had been consummated in the past nor do they project
the results of operations in any future period.
Purchase Accounting Adjustments
Premiums and discounts related to interest-earning assets acquired and
interest-bearing liabilities assumed are amortized (accreted) to operations
using the interest method over the estimated remaining lives of the respective
assets and liabilities.
F-13
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
GSAC Acquisition
On September 5, 1997, the Bank entered into an agreement with Gulf States
Acceptance Company, a Delaware limited partnership ("GSAC") and its general
partner, Gulf States Financial Services, a Texas corporation, pursuant to which
Auto One will acquire 100% of the partnership interests in GSAC and GSAC will
be liquidated and its assets and liabilities will be transferred to Auto One
(the "GSAC Acquisition"). The aggregate consideration to be paid in connection
with the GSAC Acquisition is approximately $22.5 million and a 20% interest in
the common stock of Auto One. This transaction closed on February 4, 1998. See
note 35 "Subsequent Events" for further discussion.
(4) Summary of Significant Accounting Policies
The accounting and reporting policies of Parent Holdings conform to
generally accepted accounting principles and general practices within the
savings and loan industry. The following summarizes the more significant of
these policies.
(a) Basis of Presentation
The accompanying consolidated financial statements include the
accounts of Parent Holdings, FN Holdings, the Bank and the Bank's
wholly-owned subsidiaries not subject to the Assistance Agreement (as
defined herein). Earnings per share data is not presented due to the
limited ownership of the Company. All significant intercompany accounts
and transactions have been eliminated.
(b) Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, cash and
cash equivalents include cash and amounts due from banks, interest-bearing
deposits in other banks, and other short-term investment securities with
original maturities of three months or less. Savings and loan associations
are required by the Federal Reserve System to maintain non-interest
bearing cash reserves equal to a percentage of certain deposits. The
reserve balance for California Federal at December 31, 1997 was $51.0
million.
(c) Securities and Mortgage-backed Securities
The Company's investment in securities consists primarily of U.S.
government and agency securities and mortgage-backed securities. Parent
Holdings classifies debt and equity securities, including mortgage-backed
securities, into one of three categories: held to maturity, available for
sale or trading securities. Securities held to maturity represent
securities which management has the positive intent and ability to hold to
maturity and are reported at amortized cost. Securities bought and held
principally for the purpose of selling them in the near term are
classified as trading securities and reported at fair value, with
unrealized gains and losses included in income. All other securities are
classified as available for sale and are carried at fair value, with
unrealized holding gains and losses, net of tax, reported as a separate
component of stockholder's equity until realized. Should an other than
temporary decline in the fair value of a security classified as held to
maturity or available for sale occur, the carrying value of such security
would be written down to fair value by a charge to operations. Realized
gains or losses on securities available for sale are computed on a
specific identification basis and are accounted for on a trade-date basis.
Amortization and accretion of premiums and discounts relating to
mortgage-backed securities is recognized using the interest method over
the estimated lives of the underlying mortgages with adjustments based on
prepayment experience.
F-14
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(d) Loans Held for Sale, Net
One-to-four unit residential loans originated and intended for sale
in the secondary market are carried at the lower of aggregate cost or
market value as determined by outstanding commitments from investors or
current investor yield requirements calculated on an aggregate basis. Net
unrealized losses are recognized in a valuation allowance by charges to
income.
(e) Loans Receivable, Net
Loans receivable, net, is stated at unpaid principal balances, less
the allowance for loan losses, and net of deferred loan origination fees
and purchase discounts or premiums.
Discounts or premiums on 1-4 unit residential loans are accreted or
amortized to income using the interest method over the remaining period
the loans are expected to be outstanding. Discounts or premiums on
consumer and other loans are recognized over the lives of the loans using
the interest method.
A significant portion of the Company's real estate loan portfolio is
comprised of adjustable-rate mortgages. The interest rate and payment
terms of these mortgages adjust on a periodic basis in accordance with
various published indices. The majority of these adjustable-rate mortgages
have terms which limit the amount of interest rate adjustment that can
occur each year and over the life of the mortgage. During periods of
limited payment increases, negative amortization may occur on certain
adjustable-rate mortgages. See note 31.
The allowance for loan losses is increased by charges to income and
decreased by charge-offs (net of recoveries). Management's periodic
evaluation of the adequacy of the allowance is based on such factors as
the Company's past loan loss experience, delinquency trends, known and
inherent risks in the portfolio, adverse situations that may affect the
borrower's ability to repay, the estimated value of any underlying
collateral, and current economic conditions. As management utilizes
information currently available to make such evaluation, the allowance for
loan losses is subjective and may be adjusted in the future depending on
changes in economic conditions or other factors. Additionally, regulatory
authorities, as an integral part of their regular examination process,
review the Bank's allowance for estimated losses on a periodic basis.
These authorities may require the Bank to recognize additions to the
allowance based on their judgment of information available to them at the
time of their examination.
.
Uncollectible interest on loans that are contractually ninety days or
more past due is charged off, or an allowance is established, based on
management's periodic evaluation. The allowance is established by a charge
to interest income equal to all interest previously accrued, and income is
subsequently recognized only to the extent that cash payments are
received. When, in management's judgment, the borrower's ability to make
periodic interest and principal payments resumes, the loan is returned to
accrual status.
(f) Auto One Loans
Since the consummation of the Auto One Acquisition, California
Federal has purchased sub-prime auto financing contracts from an
established dealer network throughout the United States. Any premium or
discount is amortized using the interest method over the estimated lives
of the loans. The allowance for estimated losses is regularly assessed by
management, and such allowances are maintained on a static pool basis.
(g) Impaired Loans
The Company considers a loan is impaired when it is "probable" that a
creditor will be unable to collect all amounts due (i.e., both principal
and interest) according to the contractual terms of the loan agreement.
Any insignificant delay (i.e., 60 days or less) or insignificant shortfall
in amount of payments will not cause a loan to be considered impaired. In
determining impairment, the Company considers large non-homogeneous loans
F-15
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
including nonaccrual loans, troubled debt restructurings, and performing
loans which exhibit, among other characteristics, high loan-to-value
ratios, low debt-coverage ratios, or other indications that the borrowers
are experiencing increased levels of financial difficulty. The Company
bases the measurement of collateral-dependent impaired loans on the fair
value of the loan's collateral. The amount, if any, by which the recorded
investment of the loan exceeds the measure of the impaired loan's value is
recognized by recording a valuation allowance.
The measurement of impairment may be based on (i) the present value
of the expected future cash flows of the impaired loan discounted at the
loan's original effective interest rate, (ii) the observable market price
of the impaired loan, or (iii) the fair value of the collateral of a
collateral-dependent loan. Large groups of smaller balance homogeneous
loans are collectively evaluated for impairment. For the Company, loans
collectively reviewed for impairment include all single-family loans, and
performing multi-family and commercial real estate loans under $500,000,
excluding loans which have entered the workout process.
Cash receipts on impaired loans not performing according to
contractual terms are generally used to reduce the carrying value of the
loan, unless the Company believes it will recover the remaining principal
balance of the loan. Impairment losses are included in the allowance for
loan losses through a charge to provision for loan losses. Adjustments to
impairment losses due to changes in the fair value of collateral of
impaired loans are included in provision for loan losses. Upon disposition
of an impaired loan, loss of principal, if any, is recorded through a
charge-off to the allowance for loan losses.
(h) Loan Origination and Commitment Fees and Related Costs
Loan origination fees, net of direct underwriting and closing costs,
are deferred and amortized to interest income using the interest method
over the contractual term of the loans, adjusted for actual loan
prepayment experience. Unamortized fees on loans sold or paid in full are
recognized as income. Adjustable-rate loans with lower initial interest
rates during the introductory period result in the amortization of a
substantial portion of the net deferred fee during the introductory
period.
Fees received in connection with loan commitments are deferred and
recognized as fee revenue on a straight-line basis over the term of the
commitment. If the commitment is subsequently exercised during the
commitment period, the remaining unamortized commitment fee at the time of
exercise is recognized over the term of the loan using the interest
method.
Commitment fees paid to investors, for the right to deliver permanent
residential mortgages in the future to the investors at a specified yield,
are deferred. Amounts are included in the recognition of gain (loss) on
sale of loans as loans are delivered to the investor in proportion to the
percentage relationship of loans delivered to the total commitment amount.
Any unused fee is recognized as an expense at the expiration of the
commitment date, or earlier, if it is determined that the commitment will
not be filled.
Other loan fees and charges, which represent income from the
prepayment of loans, delinquent payment charges, and miscellaneous loan
services, are recognized as income when collected.
(i) Office Premises and Equipment
Land is carried at cost. Premises, equipment and leasehold
improvements are stated at cost, less accumulated depreciation and
amortization. Premises, equipment and leasehold improvements are
depreciated or amortized on a straight-line basis over the lesser of the
lease term or the estimated useful lives of the various classes of assets.
Maintenance and repairs on premises and equipment are charged to expense
in the period incurred.
Closed facilities of the Company and its subsidiaries are carried at
fair value. In the case of leased premises that are vacated by the
Company, a liability is recorded representing the difference between the
net present value
F-16
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
of future lease payments and holding costs and the net present value of
anticipated sublease income, if any, for the remaining term of the lease.
(j) Foreclosed Real Estate
Real estate acquired through foreclosure is initially recorded at
fair value less estimated disposal costs at the time of foreclosure.
Subsequent to foreclosure, the Company charges current earnings with a
provision for estimated losses when the carrying value of the collateral
property exceeds its fair value. Gains or losses on the sale of real
estate are recognized upon disposition of the property. Carrying costs
such as maintenance and property taxes are expensed as incurred.
(k) Intangible Assets
Intangible assets, which primarily consist of the excess of cost over
fair value of net assets acquired in business combinations accounted for
as a purchase, are amortized on a straight-line basis over the expected
period to be benefited of 15 years. The Company periodically reviews the
operations of the businesses acquired to determine that income from
operations continues to support the recoverability of its intangible
assets and the amortization periods used.
(l) Mortgage Servicing Rights
The Company purchases mortgage servicing rights separately and
acquires mortgage servicing rights by purchasing or originating mortgage
loans and selling those loans with servicing rights retained. Generally,
purchased mortgage servicing rights are capitalized at the cost to acquire
the rights and are carried at the lower of cost, net of accumulated
amortization, or fair value. Originated mortgage servicing rights are
capitalized based on the relative fair value of the servicing right to the
fair value of the loan and the servicing right and are carried at the
lower of the capitalized amount, net of accumulated amortization, or fair
value.
A portion of the cost of originating a mortgage loan is allocated to
the mortgage servicing right based on its fair value. To determine the
fair value of mortgage servicing rights, the Company uses market prices
for comparable mortgage servicing contracts, when available, or
alternatively uses a valuation model that calculates the present value of
future net servicing income. In using this valuation method, the Company
incorporates assumptions that market participants would use in estimating
future net servicing income, which include estimates of the cost of
servicing, the discount rate, mortgage escrow earnings rate, an inflation
rate, ancillary income, prepayment speeds and default rates and losses.
Mortgage servicing rights are amortized in proportion to, and over
the period of, estimated net servicing income. The amortization of the
mortgage servicing rights is analyzed periodically and is adjusted to
reflect changes in prepayment rates and other estimates. A decline in
long-term interest rates generally results in an acceleration in mortgage
loan prepayments.
The Company measures the impairment of servicing rights based on the
difference between the carrying amount and current fair value of the
servicing rights. In determining impairment, the Company aggregates all
mortgage servicing rights and stratifies them based on the predominant
risk characteristics of interest rate, loan type and investor type. A
valuation allowance is established for any excess of amortized cost over
the current fair value, by risk stratification, by a charge to income.
The Company employs hedging techniques through the use of interest
rate floor contracts and principal-only swap agreements to reduce the
sensitivity of its earnings and value of its servicing rights to declining
interest rates and borrower prepayments as further discussed in note 17.
The Company uses hedge accounting because mortgage servicing rights expose
the Company to interest rate risk and at the inception and throughout the
hedge period, high correlation of changes in the market value of the hedge
instruments and the fair value of the mortgage servicing
F-17
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
rights are probable so that the results of the hedge instruments will
substantially offset the effects of interest rate changes on the mortgage
servicing rights. If these requirements are not met, the hedge instruments
are considered speculative and are marked to market with changes in market
value reflected in current earnings.
The premium paid by the Company on the interest rate floor contracts
is amortized based on the option decay rate. Amounts receivable or payable
under the principal-only swap agreements and amounts receivable under the
interest rate floor contracts or terminated hedges are included in the
carrying value of mortgage servicing rights and are amortized as part of
the mortgage servicing rights basis.
(m) Gains/Losses on Sales of Mortgage Loans
Mortgage loans are generally sold with the mortgage servicing rights
retained by the Company. The carrying value of mortgage loans sold is
reduced by the cost allocated to the associated mortgage servicing rights.
Gains or losses on sales of mortgage loans are recognized based on the
difference between the selling price and the carrying value of the related
mortgage loans sold. Deferred origination fees and expenses, net of
commitment fees paid in connection with the sale of the loans, are
recognized at the time of sale in the gain or loss determination.
(n) Servicing Fee Income
Servicing fee income is recorded for fees earned for servicing
mortgage loans under servicing agreements with Fannie Mae ("FNMA"),
Freddie Mac ("FHLMC"), the Government National Mortgage Association
("GNMA"), and certain private investors. The fees are based on a
contractual percentage of the outstanding principal balance or a fixed
amount per loan and are recorded as income when received. The amortization
of mortgage servicing rights is netted against servicing fee income.
(o) Interest Rate Swap Agreements
The Bank is a party to various interest rate swap agreements as a
means of managing its interest rate exposure relative to the Bank's FHLB
advances. Amounts receivable or payable under these derivative financial
instruments are recognized as adjustments to interest expense of the
hedged liability (FHLB advances). Gains and losses on early termination of
these agreements are included in the carrying amount of the related
liability and amortized over the remaining term of the liability.
(p) Income Taxes
For federal income tax purposes, Parent Holdings and FN Holdings are
members of the Mafco Holdings Inc. ("Mafco," the indirect parent of FN
Holdings) affiliated group, and accordingly, their federal taxable income
or loss will be included in the consolidated federal income tax return
filed by Mafco. Parent Holdings may also be included in certain state and
local income tax returns of Mafco or its subsidiaries. FN Holdings' tax
sharing agreement with Mafco provides that income taxes will be based on
the separate results of FN Holdings. The agreement generally provides that
FN Holdings will pay to Mafco amounts equal to the taxes that FN Holdings
would be required to pay if it were to file a return separately from the
affiliated group. Furthermore, the agreement provides that FN Holdings
shall be entitled to take into account any net operating loss carryovers
in determining its tax liability. The agreement also provides that Mafco
will pay FN Holdings amounts equal to tax refunds FN Holdings would be
entitled to if it had always filed a separate company tax return. Parent
Holdings has not entered into any tax sharing agreements.
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on
F-18
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
(q) Extraordinary Gain or Loss from Extinguishment of Debt
During 1996, California Federal repurchased $44 million aggregate
principal amount of the $50 million in 11.20% Senior Notes (as defined
herein) assumed in the SFFed Acquisition resulting in an extraordinary
loss of approximately $1.6 million, net of income taxes, on the early
extinguishment of debt. During 1995, California Federal prepaid $250
million in FHLB advances resulting in an extraordinary gain of
approximately $2.0 million, net of income taxes, on the early
extinguishment of such borrowings.
(r) Management's Use of Estimates
The preparation of the consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect (i) the reported amounts of assets
and liabilities, (ii) disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and (iii) the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
(s) Reclassification
Certain amounts within the consolidated financial statements have been
reclassified to conform to the current year presentation.
(t) Newly Issued Accounting Pronouncements
On June 28, 1996, the FASB issued Statement of Financial Accounting
Standards No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities" ("SFAS No. 125"). SFAS No. 125
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities based on consistent
application of a financial-components approach that focuses on control.
Under that approach, after a transfer of financial assets, an entity
recognizes the financial and servicing assets it controls and the
liabilities it has incurred, derecognizes financial assets when control
has been surrendered, and derecognizes liabilities when extinguished. This
statement provides consistent standards for distinguishing transfers of
financial assets that are sales from transfers that are secured
borrowings.
In December 1996, the FASB issued Statement of Financial Accounting
Standards No. 127, "Deferral of the Effective Date of Certain Provisions
of FASB Statement No. 125" ("SFAS No. 127"). SFAS No. 127 defers for one
year the effective date (i) of paragraph 15 of SFAS No. 125 and (ii) of
paragraphs 9-12 and 237(b) of SFAS No. 125 for repurchase agreement,
dollar-roll, securities lending and similar transactions. SFAS No. 127
provides additional guidance on the types of transactions for which the
effective date of SFAS No. 125 has been deferred. It also requires that if
it is not possible to determine whether a transaction occurring during
calendar-year 1997 is part of a repurchase agreement, dollar-roll,
securities lending, or similar transaction, then paragraphs 9-12 of SFAS
No. 125 should be applied to that transfer. The Company adopted SFAS No.
125, as amended by SFAS No. 127, on January 1, 1997. Such adoption did not
have a material impact on the Company's consolidated financial statements.
In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"). SFAS
No. 130 establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in a full
set of general purpose financial statements. SFAS No. 130 requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement
that is displayed with the same prominence as other financial statements.
It does not require a specific format for that financial statement but
F-19
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
requires that an enterprise display an amount representing total
comprehensive income for the period in that financial statement. This
statement is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods provided for
comparative purposes is required. This statement has no impact on the
financial condition or results of operations of the Company, but does
impact the Company's disclosure requirements. The Company adopted this
statement effective October 1, 1997.
In June 1997, the FASB issued Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and
Related Information" ("SFAS No. 131"). SFAS No. 131 establishes standards
for the way that public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in
interim financial reports issued to shareholders. SFAS No. 131 also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. This statement supersedes Statement
of Financial Accounting Standards No. 14, "Financial Reporting for
Segments of a Business Enterprise," but retains the requirement to report
information about major customers. It amends Statement of Financial
Accounting Standards No. 94, "Consolidation of All Majority-Owned
Subsidiaries," to remove the special disclosure requirements for
previously unconsolidated subsidiaries. This statement is effective for
fiscal years beginning after December 15, 1997. In the initial year of
application, comparative informative for earlier years is to be restated.
This statement need not be applied to interim financial statements in the
initial year of application, but comparative information for interim
periods in the initial year of application is to be reported in financial
statements for interim periods in the second year of application. This
statement has no impact on the financial condition or results of
operations of the Company, but will require changes in the Company's
disclosure.
(5) Supplemental Disclosure of Cash Flow Information (in thousands)
Cash paid for interest for the years ended December 31, 1997, 1996 and
1995 was $1,459,676, $841,192, and $702,254, respectively.
During the year ended December 31, 1997, noncash activity consisted of
transfers from loans receivable and loans held for sale to foreclosed real
estate of $179.6 million, $19.4 million of loans made to facilitate sales of
real estate owned, and a contribution of capital through the redemption of
Additional FN Holdings Preferred Stock of $1.9 million. In addition, $50.8
million was transferred from loans held for sale to mortgage-backed securities
classified as trading securities upon the securitization of certain of the
Bank's qualifying single-family loans.
During the year ended December 31, 1996, noncash activity consisted of
transfers from loans receivable and loans held for sale to foreclosed real
estate of $109.8 million, $13.0 million of loans made to facilitate sales of
real estate owned, the reclassification of certain consumer loans from loans
held for sale (at lower of cost or market) to loans receivable totalling $27.7
million, a $46.8 million dividend paid in the form of a loan receivable from an
affiliate and the issuance of additional FN Holdings preferred stock through
preferred stock dividends to minority stockholders of $.8 million.
During the year ended December 31, 1995, the Financial Accounting
Standards Board issued a Special Report, "A Guide to Implementation of
Statement 115 on Accounting for Certain Investments in Debt and Equity
Securities" (the "Special Report"). The Special Report provided all entities an
opportunity to reassess their ability and intent to hold securities to maturity
and allowed a one time reclassification of securities from held-to-maturity to
available-for-sale without "tainting" the remaining held-to-maturity
securities. On December 29, 1995, the Company reclassified $1.5 billion and
$231.8 million in carrying value of mortgage-backed securities and U.S.
government and agency securities, respectively, from the respective
held-to-maturity categories to securities available for sale. In addition,
other noncash activity included $326.0 million of consumer loans reclassified
from loans receivable to loans held for sale, transfers from loans receivable
to foreclosed real estate of $79.6 million, and $376.3 million transferred from
loans receivable to mortgage-backed securities held to maturity representing
the securitization of certain of the Bank's qualifying single-family loans.
F-20
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(6) Securities Available for Sale
At December 31, 1997 and 1996, securities available for sale and the
related unrealized gain or loss consisted of the following (in thousands):
<TABLE>
<CAPTION>
December 31, 1997
--------------------------------------------------------------
Net
Amortized Unrealized Unrealized Unrealized Carrying
Cost Gains Losses Gain Value
---- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C>
Marketable equity securities $ -- $ -- $ -- $ -- $ --
U.S. government and agency obligations 812,716 957 (588) 369 813,085
-------- ---- ----- ---- --------
Total $812,716 $957 $(588) 369 $813,085
======== ==== ===== ========
Minority interest - Hunter's Glen (65)
Estimated tax effect (47)
----
Net unrealized holding gain
in stockholder's equity $257
====
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
--------------------------------------------------------------
Net
Amortized Unrealized Unrealized Unrealized Carrying
Cost Gains Losses Gain Value
---- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C>
Marketable equity securities $ 27,034 $34,954 $ -- $34,954 $ 61,988
U.S. government and agency obligations 480,317 936 (1,222) (286) 480,031
-------- ------- ------- ------- --------
Total $507,351 $35,890 $(1,222) 34,668 $542,019
======== ======= ======= ========
Minority interest - Hunter's Glen (6,240)
Estimated tax effect (3,466)
-------
Net unrealized holding gain
in stockholder's equity $24,962
=======
</TABLE>
The following represents a summary of the amortized cost, carrying value
and weighted average yield of securities available for sale with related
maturities (dollars in thousands):
<TABLE>
<CAPTION>
December 31, 1997
------------------------------------
Estimated Weighted
Amortized Fair Average
Cost Value Yield
---- ----- -----
<S> <C> <C> <C>
Marketable equity securities $ -- $ -- --%
U.S. government and agency obligations:
Maturing within 1 year 107,771 107,680 5.92
Maturing after 1 year but within 5 years 704,945 705,405 6.52
Maturing after 5 years through 10 years -- -- --
-------- -------- ----
Total $812,716 $813,085 6.44%
======== ======== ====
</TABLE>
At December 31, 1997, U.S. government and agency obligations available for
sale of $78.2 million were pledged as collateral for various obligations.
F-21
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Marketable equity securities available for sale at December 31, 1996
represented approximately 5.93% of the outstanding stock of Affiliated Computer
Services ("ACS"), representing 2.24% of the voting power with a cost basis of
$27 million. The ACS stock represents the only marketable equity security
classified as available for sale at December 31, 1996. Pursuant to the terms of
a settlement agreement dated June 17, 1991 between the Bank, ACS, and the
Federal Deposit Insurance Corporation ("FDIC"), the FDIC was entitled to share
in a defined portion of the proceeds from the sale of the stock, which, at
December 31, 1995, approximated $34.5 million, and which was recorded in other
liabilities. On June 28, 1996, the Bank sold 2,000,000 shares of its investment
in common stock of ACS for gross proceeds totalling $92.3 million from which it
satisfied its full obligation to the FDIC. A pre-tax gain of $40.4 million
resulted from this transaction and was recorded as a gain on sale of assets in
the 1996 consolidated statement of income. The Bank's remaining shares of ACS
stock were sold in October 1997, resulting in a pre-tax gain of approximately
$25.0 million.
(7) Securities Held to Maturity
At December 31, 1997 and 1996 securities held to maturity consist of the
following (in thousands):
<TABLE>
<CAPTION>
December 31, 1997
---------------------------------------------------
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
---- ----- ------ ----------
<S> <C> <C> <C> <C>
Municipal securities $ 170 $ -- $ -- $ 170
Commercial paper 58,129 -- -- 58,129
------- ----- ---- -------
Total $58,299 $ -- $ -- $58,299
======= ===== ==== =======
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
--------------------------------------------------
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
---- ----- ------ ----------
<S> <C> <C> <C> <C>
Municipal securities $ 190 $-- $ -- $ 190
U.S. government and agency
obligations 3,800 15 -- 3,815
Commercial paper 282 -- -- 282
------ --- ---- ------
Total $4,272 $15 $ -- $4,287
====== === ==== ======
</TABLE>
The weighted average stated interest rates on securities held to maturity
were 5.32% and 6.85% at December 31, 1997 and 1996, respectively.
The following represents a summary of the carrying values (amortized
cost), estimated fair values, and weighted average yield of securities held to
maturity with related maturities (dollars in thousands):
<TABLE>
<CAPTION>
December 31, 1997
----------------------------------
Estimated Weighted
Amortized Fair Average
Cost Value Yield
---- ----- -----
<S> <C> <C> <C>
Municipal securities:
Maturing within 1 year $ -- $ -- --%
Maturing after 1 year but within 5 years -- -- --
Maturing after 10 years 170 170 8.25
Commercial paper:
Maturing within 1 year 58,129 58,129 5.31
------- ------- ----
Total $58,299 $58,299 5.32%
======= ======= ====
</TABLE>
F-22
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(8) Mortgage-Backed Securities Available for Sale
At December 31, 1997 and 1996, mortgage-backed securities available for
sale and the related unrealized gain or loss consisted of the following (in
thousands):
<TABLE>
<CAPTION>
December 31, 1997
--------------------------------------------------------------
Net
Amortized Unrealized Unrealized Unrealized Carrying
Cost Gains Losses Gain Value
---- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C>
GNMA $ 249,023 $ 2,710 $ -- $ 2,710 $ 251,733
FNMA 2,408,173 17,519 (5,923) 11,596 2,419,769
FHLMC 1,197,867 20,097 (548) 19,549 1,217,416
Other MBS 574,625 5,371 (111) 5,260 579,885
Collateralized mortgage obligations 606,965 2,698 (1,868) 830 607,795
---------- ------- -------- ------- ----------
Total $5,036,653 $48,395 $ (8,450) 39,945 $5,076,598
========== ======= ======== ==========
Minority interest - Hunter's Glen (6,968)
Estimated tax effect (5,105)
-------
Net unrealized holding gain
in stockholder's equity $27,872
=======
</TABLE>
<TABLE>
<CAPTION>
December 31, 1997
--------------------------------------------------------------
Net
Amortized Unrealized Unrealized Unrealized Carrying
Cost Gains Losses Gain Value
---- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C>
GNMA $ 67,130 $ 652 $ (95) $ 557 $ 67,687
FNMA 523,894 5,113 (5,042) 71 523,965
FHLMC 626,267 17,115 (310) 16,805 643,072
Collateralized mortgage obligations 364,675 497 (1,244) (747) 363,928
---------- ------- ------- -------- ----------
Total $1,581,966 $23,377 $(6,691) 16,686 $1,598,652
========== ======= ======= ==========
Minority interest - Hunter's Glen (3,004)
Estimated tax effect (1,669)
--------
Net unrealized holding gain
in stockholder's equity $12,013
========
</TABLE>
The following represents a summary of the amortized cost, carrying value
and weighted average yield of mortgage-backed securities available for sale
(dollars in thousands):
<TABLE>
<CAPTION>
December 31, 1997
-----------------------------------------
Estimated Weighted
Amortized Fair Average
Cost Value Yield
---- ----- -----
<S> <C> <C> <C>
GNMA $ 249,023 $ 251,733 7.09%
FNMA 2,408,173 2,419,769 6.99
FHLMC 1,197,867 1,217,416 7.49
Other MBS 574,625 579,885 6.93
Collateralized mortgage obligations 606,965 607,795 6.80
---------- ---------- ----
Total $5,036,653 $5,076,598 7.08%
========== ========== ====
</TABLE>
The weighted average stated interest rates on mortgage-backed securities
available for sale were 7.16% and 7.27% at December 31, 1997 and 1996,
respectively. At December 31, 1997 and 1996, mortgage-backed securities
available
F-23
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
for sale included securities totalling $1.4 billion and $53.0 million,
respectively, which resulted from the securitization of certain qualifying
mortgage loans from the Bank's, Old California Federal's and San Francisco
Federal's loan portfolios.
At December 31, 1997 and 1996, mortgage-backed securities available for
sale included $4.6 billion and $1.1 billion respectively, of variable-rate
securities.
At December 31, 1997, mortgage-backed securities available for sale of
$4.1 billion were pledged as collateral for various obligations as further
discussed in notes 19, 20 and 31. Further, at December 31, 1997,
mortgage-backed securities available for sale with a carrying value of $28.8
million were pledged to FNMA associated with the sales of certain securitized
multi-family loans.
(9) Mortgage-Backed Securities Held to Maturity
At December 31, 1997 and 1996, mortgage-backed securities held to maturity
consist of the following (in thousands):
<TABLE>
<CAPTION>
December 31, 1997
----------------------------------------------------
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
---- ----- ------ ----------
<S> <C> <C> <C> <C>
FHLMC $ 317,766 $15,364 $ -- $ 333,130
FNMA 1,017,835 20,048 -- 1,037,883
Other mortgage-backed securities 2,276 -- -- 2,276
---------- ------- ---- ----------
Total $1,337,877 $35,412 $ -- $1,373,289
========== ======= ==== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
----------------------------------------------------
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
---- ----- ------ ----------
<S> <C> <C> <C> <C>
FHLMC $ 405,488 $14,811 $ -- $ 420,299
FNMA 1,214,002 17,444 (70) 1,231,376
Other mortgage-backed securities 2,172 -- -- 2,172
---------- ------- ---- ----------
Total $1,621,662 $32,255 $(70) $1,653,847
========== ======= ==== ==========
</TABLE>
The following represents a summary of the amortized cost, carrying value
and weighted average yield of mortgage-backed securities held to maturity
(dollars in thousands):
<TABLE>
<CAPTION>
December 31, 1997
---------------------------------------------
Estimated Weighted
Amortized Fair Average
Cost Value Yield
---- ----- -----
<S> <C> <C> <C>
FHLMC $ 317,766 $ 333,130 8.17%
FNMA 1,017,835 1,037,883 7.03
Other mortgage-backed securities 2,276 2,276 8.27
---------- ---------- ----
Total $1,337,877 $1,373,289 7.30%
========== ========== ====
</TABLE>
The weighted average stated interest rates on mortgage-backed securities
held to maturity were 7.33% and 7.06% at December 31, 1997 and 1996,
respectively. At December 31, 1997 and 1996, mortgage-backed securities held to
maturity included variable rate securities totalling $1.3 billion and $1.6
billion, respectively, which resulted from the securitization with FNMA and
FHLMC of certain qualifying mortgage loans from the Bank's, Old California
Federal's and San Francisco Federal's loan portfolios with full recourse to the
Bank.
F-24
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
At December 31, 1997, mortgage-backed securities held to maturity of $1.3
billion were pledged as collateral for various obligations as further discussed
in notes 19, 20 and 31.
(10) Loans Receivable, Net
At December 31, 1997 and 1996 loans receivable, net, included the
following (in thousands):
<TABLE>
<CAPTION>
Real estate loans: 1997 1996
---- ----
<S> <C> <C>
1-4 unit residential $ 14,071,258 $ 6,117,974
5+ unit residential 3,035,195 2,163,992
Commercial 2,145,634 1,977,732
Construction 3,737 11,242
Land 4,766 11,074
------------ ------------
19,260,590 10,282,014
Undisbursed loan funds (2,714) (4,669)
------------ ------------
Total real estate loans 19,257,876 10,277,345
------------ ------------
Equity-line loans 354,966 243,011
Other consumer loans 320,599 55,016
Commercial loans 8,370 29,651
------------ ------------
Total consumer and other loans 683,935 327,678
------------ ------------
Total loans receivable 19,941,811 10,605,023
Deferred fees and unearned premiums 47,219 4,740
Allowance for loan losses (439,233) (246,556)
Purchase accounting discounts, net (125,387) (150,624)
------------ ------------
Total loans receivable, net $ 19,424,410 $ 10,212,583
============ ============
</TABLE>
The Bank's lending activities are principally conducted in California, New
York, Texas and Florida.
At December 31, 1997, $11.2 billion in residential loans were pledged as
collateral for FHLB advances as further discussed in note 20.
As a result of the FN and the Cal Fed Acquisitions, the Bank assumed
obligations for certain loans sold with recourse. The outstanding balances of
loans sold with recourse at December 31, 1997 totalled $2.8 billion. No loans
were sold with recourse during the years ended December 31, 1997, 1996 and
1995. The Bank evaluates the credit risk of loans sold with recourse and, if
necessary, records a liability (other liabilities) for estimated losses related
to these potential obligations. At December 31, 1997, such liability totalled
$52.4 million.
The following table indicates the carrying value of loans which have been
placed on nonaccrual status as of the dates indicated (in thousands):
<TABLE>
<CAPTION>
Nonaccrual loans: At December 31,
-------------------------
Real estate loans: 1997 1996
---- ----
<S> <C> <C>
1-4 unit residential $164,923 $146,283
5+ unit residential 12,128 12,713
Commercial and other 6,240 9,406
Construction 1,560 788
-------- --------
Total real estate 184,851 169,190
Non-real estate 7,344 3,032
-------- --------
Total nonaccrual loans $192,195 $172,222
======== ========
</TABLE>
F-25
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
The following table indicates the carrying value of loans classified as
troubled debt restructuring, as of December 31, 1997 and 1996 (in thousands):
<TABLE>
<CAPTION>
At December 31,
-----------------------
1997 1996
---- ----
<S> <C> <C>
1-4 unit residential $ 2,471 $ 3,113
5+ unit residential 6,718 55,642
Commercial and other real estate 26,296 28,754
------- -------
Total restructured loans $35,485 $87,509
======= =======
</TABLE>
At December 31, 1997, the Company's loan portfolio totalling $19.9 billion
is concentrated in California. The financial condition of the Company is
subject to general economic conditions such as the volatility of interest rates
and real estate market conditions and, in particular, to conditions in the
California residential real estate market. Any downturn in the economy
generally, and in California in particular, could reduce real estate values. An
increase in the general level of interest rates may adversely affect the
ability of certain borrowers to pay the interest on and principal of their
obligations. Accordingly, in the event interest rates rise or real estate
market values decline, particularly in California, the Company and the Bank may
find it difficult to maintain its asset quality and may require additional
allowances for loss above the amounts currently estimated by management.
For nonaccrual loans and loans classified as troubled debt restructurings,
the following table summarizes the interest income recognized ("Recognized")
and total interest income that would have been recognized had the borrowers
performed under the original terms of the loans ("Contractual") for the years
ended December 31, 1997 and 1996 (in thousands).
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
------------------------ ------------------------
Recognized Contractual Recognized Contractual
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Restructured loans $ 3,532 $ 3,583 $12,977 $13,430
Nonaccrual loans 6,779 15,880 4,860 13,752
------- ------- ------- -------
$10,311 $19,463 $17,837 $27,182
======= ======= ======= =======
</TABLE>
At December 31, 1997 and 1996, the Bank and its wholly-owned subsidiary,
FGB Realty Advisors, Inc., managed principally non-performing loan and asset
portfolios totalling $1.2 million and $1.0 billion, respectively, for
investors. During 1997, substantially all the asset management and disposition
contracts held by FGB Realty Advisors, Inc. have expired, and operations of the
subsidiary have substantially ceased. Revenues related to such activities are
included in management fees in the accompanying statements of income.
Activity in the allowance for loan losses for the years ended December 31,
1997, 1996 and 1995 is summarized as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Balance - beginning of year $ 246,556 $ 210,484 $ 202,780
Purchases, net 164,378 38,486 --
Provision for loan losses 79,800 39,600 37,000
Charge-offs (56,124) (44,785) (32,344)
Recoveries 4,623 2,771 3,048
--------- --------- ---------
Balance - end of year $ 439,233 $ 246,556 $ 210,484
========= ========= =========
</TABLE>
FN Holdings loaned approximately $46.8 million to an affiliate on March 1,
1996. Such loan bore interest at the rate of 10.5% over the prevailing yield to
maturity of the five-year United States treasury note, and was an unsecured
subordinated obligation of the borrower guaranteed by certain other affiliates
of FN Holdings, which obligation to FN Holdings was evidenced by a promissory
note (the "Promissory Note"). Management believes that the terms and
F-26
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
conditions of such loan were at least as favorable to FN Holdings as might have
been obtained in a similar transaction with an unaffiliated party. On May 15,
1996, FN Holdings distributed the Promissory Note to Parent Holdings as a
partial redemption of and dividends on class C common stock. Parent Holdings
distributed the Promissory Note in the form of a dividend to an affiliate.
During 1996 FN Holdings loaned approximately $19 million to an affiliate.
Such loan accrued interest at the rate of 14%, and was an unsecured
subordinated obligation of the borrower, which obligation to FN Holdings was
evidenced by a promissory note. Management believes that the terms and
conditions of such loan were at least as favorable to FN Holdings as might have
been obtained in a similar transaction with an unaffiliated party. On January
3, 1997, such loan, together with the accrued interest thereon, was repaid.
(11) Impaired Loans
At December 31, 1997 and 1996, the carrying value of loans that are
considered to be impaired totalled $110.1 million and $102.1 million
respectively (of which $18.6 million and $22.6 million, respectively, were on
nonaccrual status). The average recorded investment in impaired loans during
the years ended December 31, 1997, 1996 and 1995 was approximately $112.9
million, $103.7 million and $125.5 million, respectively. For the years ended
December 31, 1997, 1996 and 1995, the Company recognized interest income on
those impaired loans of $10.5 million, $10.7 million and $12.9 million,
respectively, which included $.6 million, $.3 million and $.2 million,
respectively, of interest income recognized using the cash basis method of
income recognition.
Generally, specific allowances for loan losses relative to impaired
multi-family and commercial real estate loans, which comprised the majority of
impaired loans, have not been established. Generally, the carrying value of
such loans, net of purchase accounting adjustments, does not exceed the loans'
related collateral values less estimated selling costs. There have been no
significant multi-family or commercial real estate loans originated since
October 1, 1994.
(12) Put Agreement
In connection with the FN Acquisition, the Bank assumed generally the same
rights under an agreement ("Put Agreement") Old FNB had with Granite Management
and Disposition, Inc. ("Granite"), an indirect subsidiary of Ford Motor,
whereby Old FNB had the option to sell ("put") to Granite, on a quarterly
basis, up to approximately $500 million of certain assets, primarily
non-performing commercial real estate loans and residential mortgage loans with
an original principal balance greater than $250,000. The Put Agreement expired
on November 30, 1996. The aggregate purchase price of assets "put" to Granite
equals $500 million, including assets "put" to Granite by Old FNB through
October 3, 1994. Granite purchased these assets for an amount equal to the
assets' outstanding principal balance, accrued interest and certain other
expenses.
(13) Receivables from the FSLIC/RF - Covered Assets
As part of First Gibraltar's 1988 acquisition of the five Closed
Associations, it entered into an assistance agreement (the "Assistance
Agreement") with the FSLIC. Assets subject to the Assistance Agreement were
known as "Covered Assets." The Assistance Agreement generally provided for
guaranteed yield amounts to be paid on the book value of the Covered Assets,
and paid the Bank for 90% of the losses incurred upon disposition of the
Covered Assets ("Capital Loss Coverage").
In June 1995, the FDIC, as manager of the FSLIC Resolution Fund
("FSLIC/RF"), as successor to the FSLIC, exercised its rights under the
Assistance Agreement to purchase substantially all of the remaining Covered
Assets as of June 1, 1995 at the fair market value of such assets and further
purchased additional assets from the remaining Covered Asset portfolio in
September 1995 (the "FDIC Purchase"). Any losses sustained by the Bank as a
result of the FDIC Purchase were reimbursed under the Capital Loss Coverage
provision of the Assistance Agreement. Proceeds from this transaction were
reinvested in the normal course of business.
F-27
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
On August 19, 1996, the Bank and the FSLIC/RF executed an agreement which
resulted in the termination of the Assistance Agreement. As a result of the
agreement, the FSLIC/RF paid the Bank the remaining Covered Asset balance of
$39 million and, among other things, assumed the responsibility for the
disposition of several litigation matters involving Covered Assets which had
been retained by the Bank following the FDIC Purchase. In connection with the
agreement, a pre-tax gain of $25.6 million was recorded.
(14) Investment in FHLB
The Company's investment in FHLB stock is carried at cost. The FHLB
provides a central credit facility for member institutions. As a member of the
FHLB system, the Bank is required to own capital stock in the FHLB in an amount
equal to the greater of (i) 1% of the aggregate outstanding principal amount of
its residential mortgage loans, home purchase contracts and similar obligations
at the beginning of each calendar year, (ii) .3% of total assets, or (iii) 5%
of its advances (borrowings) from the FHLB of San Francisco. The Bank was in
compliance with this requirement at December 31, 1997 and 1996. At December 31,
1997, the Bank's investment in FHLB stock was pledged as collateral for FHLB
advances as further discussed in note 20.
(15) Office Premises and Equipment, Net
Office premises and equipment, net, at December 31, 1997 and 1996 is
summarized as follows (dollars in thousands):
<TABLE>
<CAPTION>
Estimated
Depreciable Lives at
1997 1996 December 31, 1997
---- ---- -----------------
<S> <C> <C> <C>
Land $ 29,942 $ 19,084 --
Buildings and leasehold improvements 74,141 40,103 25
Furniture and equipment 85,519 50,559 6
Construction in progress 5,253 10,601 --
--------- --------
194,855 120,347
Accumulated depreciation and amortization (35,506) (20,183)
-------- --------
Total office premises and equipment, net $159,349 $100,164
======== ========
</TABLE>
Depreciation and amortization expense related to office premises and
equipment for the years ended December 31, 1997, 1996 and 1995 totalled $16.8
million, $10.9 million and $8.9 million, respectively.
California Federal rents certain office premises and equipment under
long-term, noncancelable operating leases expiring at various dates through
2029. Rental expense under such operating leases, included in occupancy and
equipment expense, for the years ended December 31, 1997, 1996 and 1995
totalled $29.6 million, $19.3 million and $22.6 million, respectively. Rental
income from subleasing agreements for the years ended December 31, 1997, 1996
and 1995 totalled $2.0 million, $1.6 million and $2.2 million, respectively. At
December 31, 1997, the projected minimum rental commitments, net of sublease
agreements, under terms of the leases were as follows (in thousands):
<TABLE>
<CAPTION>
Cash Effect on
Year ended Commitment Net Income
---------- ---------- ----------
<S> <C> <C>
1998 $ 31,218 $20,973
1999 31,085 18,602
2000 30,264 15,970
2001 27,914 10,492
2002 24,471 6,714
Thereafter 116,193 24,480
-------- -------
Total $261,145 $97,231
======== =======
</TABLE>
F-28
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
The effect of lease commitments on net income is different from the cash
commitment primarily as a result of lease commitments assumed in acquisitions
with related purchase accounting adjustments.
(16) Accrued Interest Receivable
Accrued interest receivable at December 31, 1997 and 1996 is summarized as
follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Cash and cash equivalents and securities $ 10,832 $ 8,399
Mortgage-backed securities 43,700 24,110
Loans receivable and loans held for sale 133,671 73,525
-------- --------
Total accrued interest receivable $188,203 $106,034
======== ========
</TABLE>
(17) Mortgage Servicing Rights
The following is a summary of activity for mortgage servicing rights
("MSRs") and the hedge against the change in value of the mortgage servicing
rights ("MSR Hedge") for the years ended December 31, 1997, 1996 and 1995 (in
thousands):
<TABLE>
<CAPTION>
MSR
MSR Hedge Total
--- ----- -----
<S> <C> <C> <C>
Balance at December 31, 1994 $ 86,840 $ -- $ 86,840
Additions from Maryland Acquisition 76,369 -- 76,369
Additions from Lomas 1995 Purchase 93,362 -- 93,362
Additions - other 18,676 -- 18,676
Amortization (33,892) -- (33,892)
--------- --------- ---------
Balance at December 31, 1995 241,355 -- 241,355
Additions from Lomas 1996 Purchase 105,029 -- 105,029
Additions from SFFed Acquisition 16,000 -- 16,000
Additions from Home Federal Acquisition 3,060 -- 3,060
Originated servicing 81,028 -- 81,028
Additions - other 64,421 -- 64,421
Premiums paid for interest rate floor contracts -- 3,509 3,509
Payments received under interest rate floor contracts -- (13) (13)
Net paid under principal-only swap agreements -- 284 284
Amortization (90,706) (275) (90,981)
--------- --------- ---------
Balance at December 31, 1996 420,187 3,505 423,692
Additions from Cal Fed Acquisition 44,497 -- 44,497
Additions from Weyerhaeuser Purchase 41,949 -- 41,949
Originated servicing 120,465 -- 120,465
Additions - other 27,939 -- 27,939
Sales - Servicing Sale (16,792) -- (16,792)
Sales - other (4) -- (4)
Premiums paid for interest rate floor contracts -- 7,088 7,088
Payments received under interest rate floor contracts -- (471) (471)
Net received under principal-only swap agreements -- (1,378) (1,378)
Amortization (106,972) (3,310) (110,282)
--------- --------- ---------
Balance at December 31, 1997 $ 531,269 $ 5,434 $ 536,703
========= ========= =========
</TABLE>
At December 31, 1997, 1996 and 1995, the outstanding balances of 1-4 unit
residential loan participations, whole loans and mortgage pass-through
securities serviced for other investors by FNMC totalled $46.6 billion, $43.1
billion
F-29
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
and $28.6 billion, respectively. In addition, FNMC had $6.2 billion, $5.7
billion and $3.0 billion of master servicing at December 31, 1997, 1996 and
1995, respectively.
The estimated fair value of the MSRs was $647 million and $529 million at
December 31, 1997 and 1996, respectively. The estimated market value of
interest rate floor contracts and swaps designated as hedges against MSRs at
December 31, 1997 was $18.0 million and $13.5 million, respectively. At
December 31, 1997 and 1996, no allowance for impairment of the MSRs was
necessary.
A decline in long-term interest rates generally results in an acceleration
of mortgage loan prepayments. Higher than anticipated levels of prepayments
generally cause the accelerated amortization of mortgage servicing rights and
generally will result in a reduction of the market value of the mortgage
servicing rights and in the Company's servicing fee income. To reduce the
sensitivity of its earnings to interest rate and market value fluctuations, the
Company hedged the change in value of its servicing rights based on changes in
interest rates.
At December 31, 1997, the Company, through FNMC, was a party to several
interest rate floor contracts maturing from October 2001 through June 2002. The
Company paid counterparties a premium in exchange for cash payments in the
event that the 10-year Constant Maturity Treasury rate falls below the strike
prices. At December 31, 1997, the notional amount of the interest rate floors
was $970 million and the strike prices were between 5.0% and 6.5%. In addition,
the Company, through FNMC, entered into principal-only swap agreements with a
notional amount of $99 million.
At December 31, 1997 and 1996, servicing advances and other receivables
related to 1-4 unit residential loan servicing, net of valuation allowances of
$43.2 million and $12.7 million in 1997 and 1996, respectively, (included in
other assets) consisted of the following (in thousands):
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Servicing advances $160,266 $152,465
Checks in process of collection 157 55,601
Other 6,555 23,704
-------- --------
$166,978 $231,770
======== ========
</TABLE>
F-30
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(18) Deposits
A summary of deposits carrying values at December 31, 1997 and 1996
follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Passbook accounts $ 2,161,967 $ 840,685
Demand deposits:
Interest-bearing 1,149,294 509,788
Noninterest-bearing 1,179,344 729,648
Money market deposit accounts 1,269,540 881,285
Term accounts 10,389,507 5,502,902
----------- -----------
16,149,652 8,464,308
Accrued interest payable 51,538 31,901
Purchase accounting adjustments 1,415 5,674
----------- -----------
Total deposits $16,202,605 $ 8,501,883
=========== ===========
</TABLE>
The aggregate amount of jumbo certificates of deposit (term deposits) with
a minimum denomination of $100,000 was approximately $2 billion and $868
million at December 31, 1997 and 1996, respectively. Brokered certificates of
deposit totalling $363 million and $470 million were included in deposits at
December 31, 1997 and 1996, respectively. Total deposits at December 31, 1997
and 1996 include escrow balances for loans serviced for others of $702 million
and $550 million, respectively.
A summary of interest expense by deposit category for the years ended
December 31, 1997, 1996 and 1995 follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Passbook accounts $ 68,408 $ 31,418 $ 14,668
Interest-bearing demand deposits 12,331 5,398 6,953
Money market deposit accounts 50,152 32,073 50,847
Term accounts 616,094 350,285 374,891
-------- -------- --------
$746,985 $419,174 $447,359
======== ======== ========
</TABLE>
At December 31, 1997, term accounts had scheduled maturities as follows
(in thousands):
<TABLE>
<CAPTION>
<S> <C>
1998 $ 7,794,543
1999 2,065,788
2000 219,650
2001 131,782
2002 166,384
Thereafter 11,360
-----------
$10,389,507
===========
</TABLE>
F-31
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(19) Securities Sold Under Agreements to Repurchase
A summary of information regarding securities sold under agreements to
repurchase as of December 31, 1997 and 1996 follows (dollars in thousands):
<TABLE>
<CAPTION>
December 31, 1997
---------------------------------------------------
Underlying Collateral Repurchase Liability
------------------------ -----------------------
Recorded Market Interest
Value (i) Value Amount Rate
--------- ----- ------ ----
<S> <C> <C> <C> <C>
Maturing within 30 days $ -- $ -- $ -- --%
Maturing 30 days to 90 days 1,848,385 1,859,169 1,774,950 5.75
Maturing 90 days to 1 year 62,909 63,532 53,920 6.59
Maturing over 1 year -- -- -- --
---------- ---------- ----------
Total (ii) 1,911,294 1,922,701 1,828,870
Purchase accounting adjustment (424) -- 99
Accrued interest payable -- -- 13,473
---------- ---------- ----------
$1,910,870 $1,922,701 $1,842,442
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
---------------------------------------------------
Underlying Collateral Repurchase Liability
------------------------ -----------------------
Recorded Market Interest
Value (i) Value Amount Rate
--------- ----- ------ ----
<S> <C> <C> <C> <C> <C>
Maturing within 30 days $ 626,260 $ 633,615 $ 609,949 5.61%
Maturing 30 days to 90 days 573,904 585,767 550,409 5.48
Maturing 90 days to 1 year 342,531 345,599 350,000 6.97
Maturing over 1 year 67,845 68,203 53,920 6.59
---------- --------- ----------
Total (ii) 1,610,540 1,633,184 1,564,278
Purchase accounting adjustment 2,578 -- 755
Accrued interest payable -- -- 18,354
---------- --------- ----------
$1,613,118 $1,633,184 $1,583,387
========== ========== ==========
</TABLE>
(i) Recorded value includes accrued interest at December 31, 1997 and
1996. In addition, the recorded values at December 31, 1997 and 1996
include adjustments for the unrealized gain or loss on mortgage-backed
securities available for sale.
(ii) Total mortgage-backed securities collateral at December 31, 1997 and
1996 includes $.6 billion and $1.1 billion, respectively, in
outstanding balances of loans securitized with full recourse to the
Bank. The market value of such collateral was $.6 billion and $1.1
billion at December 31, 1997 and 1996, respectively.
At December 31, 1997 and 1996, these agreements had weighted average
stated interest rates of 5.78% and 5.90%, respectively. The underlying
securities were delivered to, and are being held under the control of, third
party securities dealers. These dealers may have loaned the securities to other
parties in the normal course of their operations, but all agreements require
the dealers to resell to California Federal the identical securities at the
maturities of the agreements. The average daily balance of securities sold
under agreements to repurchase was $2.5 billion and $2.1 billion during 1997
and 1996, respectively, and the maximum amount outstanding at any month-end
during these periods was $3.1 billion and $2.7 billion, respectively.
At December 31, 1997, securities sold under agreements to repurchase were
collateralized with $1.9 billion of mortgage-backed securities.
F-32
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(20) Borrowings
Borrowings at December 31, 1997 and 1996 are summarized as follows
(dollars in thousands):
<TABLE>
<CAPTION>
1997 1996
--------------------------- ---------------------------
Carrying Average Carrying Average
Value Rate Value Rate
----- ---- ----- ----
<S> <C> <C> <C> <C>
Fixed-rate borrowings from FHLB $ 5,447,168 5.88% $ 3,564,953 5.93%
Variable-rate borrowings from FHLB 4,074,182 5.95 854,486 5.67
12 1/2% Senior notes 455,000 12.50 455,000 12.50
10% Subordinated debentures due 2006 92,100 10.00 92,100 10.00
11.20% Senior notes 6,000 11.20 6,000 11.20
12 1/4% Senior notes 200,000 12.25 200,000 12.25
9 1/8% Senior subordinated notes 140,000 9.13 140,000 9.13
10 5/8% Senior subordinated notes 575,000 10.63 -- --
10.668% Subordinated notes 50,000 10.67 -- --
6 1/2% Convertible subordinated debentures 2,633 6.50 -- --
10% Subordinated debentures due 2003 4,299 10.00 -- --
Federal funds purchased 130,000 6.50 25,000 7.50
Other borrowings 570 8.89 885 8.54
------------ ----- ------------ -----
Total borrowings 11,176,952 6.64 5,338,424 6.85
Discount on 12 1/2% Senior notes (3,907) -- (4,651) --
Accrued interest payable 58,682 -- 32,797 --
Purchase accounting adjustments, net 803 -- (1,676) --
------------ ----- ------------ -----
$ 11,232,530 6.60% $ 5,364,894 6.85%
============ ===== ============ =====
</TABLE>
Maturities and weighted average stated interest rates of borrowings at
December 31, 1997, not including accrued interest payable or purchase
accounting adjustments, are as follows (dollars in thousands):
<TABLE>
<CAPTION>
Weighted
Balances Maturing Average Rates
------------------------- ----------------
Maturities during the Years FHLB Other FHLB Other
Ending December 31 ---- ----- ---- -----
------------------
<S> <C> <C> <C> <C>
1998 $5,263,042 $ 180,148 5.88% 7.66%
1999 3,090,430 64 5.94 8.90
2000 1,150,000 33 5.93 9.50
2001 10,833 202,633 6.50 12.18
2002 5,000 8 6.94 7.00
Thereafter 2,045 1,272,716 7.83 11.09
---------- ---------- ---- -----
Total $9,521,350 $1,655,602 5.91% 10.85%
========== ========== ==== =====
</TABLE>
F-33
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Interest expense on borrowings for the years ended December 31, 1997, 1996
and 1995 is summarized as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
FHLB advances $ 443,966 $ 221,017 $ 139,051
Interest rate swap agreements (10,743) (11,532) (15,177)
12 1/2% Senior notes 57,613 40,494 --
10% Subordinated debentures due 2006 9,210 9,210 9,210
11.20% Senior notes 672 3,641 --
12 1/4% Senior notes 24,500 24,504 24,500
9 1/8% Senior subordinated notes 12,775 11,739 --
10 5/8% Senior subordinated notes 60,648 -- --
10.668% Subordinated notes 5,291 -- --
6 1/2% Convertible subordinated debentures 172 -- --
10% Subordinated debentures due 2003 418 -- --
Federal funds purchased 5,300 3,529 2,268
Other borrowings 434 199 1,403
Purchase accounting adjustments 629 6,039 21,244
--------- --------- ---------
Total $ 610,885 $ 308,840 $ 182,499
========= ========= =========
</TABLE>
The following is a summary of the carrying value of assets pledged as
collateral for FHLB advances at December 31, 1997 (in thousands):
<TABLE>
<CAPTION>
<S> <C>
Real estate loans (primarily residential) $11,183,138
Mortgage-backed securities 3,544,108
FHLB stock 468,191
-----------
Total $15,195,437
</TABLE>
12 1/2% Senior Notes Due 2003
On April 17, 1996, Parent Holdings issued $455 million of its 12 1/2%
Senior Notes ("12 1/2% Senior Notes"). The notes will mature on April 15, 2003,
with interest payable semiannually on April 15 and October 15 of each year.
Deferred issuance costs associated with the issuance of the 12 1/2% Senior
Notes totalling $18.1 million were recorded in other assets and are being
amortized using the interest method over the term of the 12 1/2% Senior Notes.
The 12 1/2% Senior Notes were issued with a $5.2 million discount that is
included in the carrying value of the liability and is being accreted using the
interest method over the term of the 12 1/2% Senior Notes.
The 12 1/2% Senior Notes are redeemable at the option of the Company, in
whole or in part at the following redemption prices: (i) on or after April 15,
2000, at 106.25% of the principal amount thereof, plus accrued interest and
unpaid interest to the date of redemption, (ii) on or after April 15, 2001, at
103.125% of the principal amount thereof, plus accrued interest and unpaid
interest to the date of redemption, and (iii) thereafter, at 100% of the
principal amount thereof, plus accrued interest and unpaid interest to the date
of redemption. In addition, at any time prior to April 15, 2000, the 12 1/2%
Senior Notes may be redeemed at the option of the Company, in whole but not in
part, at a redemption price of 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of redemption, plus the
applicable premium.
The 12 1/2% Senior Notes are senior unsecured obligations of the Company
and rank pari passu in right of payment with all future senior debt of the
Company, if any is issued, and senior to all future subordinated debt of the
Company, if any is issued.
Parent Holdings is a holding company, and therefore, the 12 1/2% Senior
Notes are subordinated to (i) all existing and future liabilities, including
deposits, indebtedness and trade payables of its subsidiaries, including FN
Holdings and
F-34
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
the Bank, and (ii) all preferred stock issued by its subsidiaries, including
the Bank Preferred Stock (as defined herein) and the FN Holdings Preferred
Stock. The 12 1/2% Senior Notes are also subordinated to the obligations of FN
Holdings under the tax-sharing agreement between and among the Bank, FN
Holdings and Mafco Holdings.
The terms and conditions of the indenture and the FN Holdings indentures
impose restrictions that affect, among other things, the ability of the Company
or FN Holdings, as the case may be, to incur debt, pay dividends or make
distributions, engage in a business other than holding the common stock of FN
Holdings, in the case of the Company, or of California Federal Bank and similar
banking institutions, in the case of FN Holdings, make acquisitions, create
liens, sell assets and make certain investments.
12 1/4% Senior Notes Due 2001
In connection with the FN Acquisition, FN Holdings issued $200 million
principal amount of 12 1/4% Senior Notes ("12 1/4% Senior Notes"), including
$5.5 million principal amount of 12 1/4% Senior Notes to certain directors and
officers of the Bank. The notes will mature on May 15, 2001 with interest
payable semiannually on May 15 and November 15. Deferred issuance costs
associated with the 12 1/4% Senior Notes' issuance totalling $9.9 million were
recorded in other assets and are being amortized over the term of the 12 1/4%
Senior Notes.
The notes are redeemable at the option of FN Holdings, in whole or in
part, during the 12-month period beginning May 15, 1999, at a redemption price
of 106.125% plus accrued interest to the date of redemption, and thereafter at
100% plus accrued interest. The notes are subordinated to all existing and
future liabilities, including deposits and other borrowings of the Bank, and to
the 11 1/2% Preferred Stock (as defined herein).
The terms and conditions of the 12 1/4% Senior Notes indenture impose
restrictions that affect, among other things, the ability of FN Holdings to
incur debt, pay dividends, make acquisitions, create liens, sell assets and
make certain investments.
9 1/8% Senior Subordinated Notes Due 2003
On January 31, 1996, FN Holdings issued $140 million principal amount of
the 9 1/8% Senior Subordinated Notes. The 9 1/8% Senior Subordinated Notes will
mature on January 15, 2003 with interest payable semiannually on January 15 and
July 15. Deferred issuance costs associated with the issuance of the 9 1/8%
Senior Subordinated Notes totalling $7.0 million were recorded in other assets
and are being amortized over the term of the 9 1/8% Senior Subordinated Notes.
The 9 1/8% Senior Subordinated Notes are redeemable at the option of FN
Holdings, in whole or in part, during the 12-month period beginning January 1,
2001, at a redemption price of 104.5625% of the principal amount thereof, plus
accrued interest and unpaid interest to the date of redemption, and thereafter
at 100% of the principal amount thereof, plus accrued and unpaid interest.
The 9 1/8% Senior Subordinated Notes are unsecured senior subordinated
obligations of FN Holdings and are subordinated in right of payment to all
existing and future senior indebtedness of FN Holdings and future to all
subordinated debt, if any is issued. The 9 1/8% Senior Subordinated Notes are
subordinated to all existing and future liabilities, including deposits,
indebtedness and trade payables of FN Holdings' subsidiaries, including the
Bank, and to preferred stock issued by the Bank.
The terms and conditions of the 9 1/8% Senior Subordinated Notes indenture
impose restrictions that affect, among other things, the ability of FN Holdings
to incur debt, pay dividends or make distributions, engage in a business other
than holding the common stock of the Bank and similar banking institutions,
make acquisitions, create liens, sell assets and make certain investments.
F-35
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
10 5/8% Senior Subordinated Notes Due 2003
In connection with the Cal Fed Acquisition, FN Holdings acquired the net
proceeds from the issuance of FN Escrow's 10 5/8% Notes and assumed FN Escrow's
obligations under the 10 5/8% Notes and indenture. Deferred issuance costs
associated with the 10 5/8% Notes of $19 million were included in FN Escrow's
other assets and are being amortized over the term of the 10 5/8% Notes.
The 10 5/8% Notes are redeemable at the option of FN Holdings, in whole or
in part, during the 12-month period beginning January 1, 2001, at a redemption
price of 105.313% plus accrued and unpaid interest to the date of redemption,
during the 12-month period beginning January 1, 2002 at a redemption price of
102.656% plus accrued and unpaid interest to the date of redemption, and
thereafter at 100% plus accrued and unpaid interest to the date of redemption.
The 10 5/8% Notes are subordinate in right of payment to all existing and
future subordinated debt, if any is issued, of FN Holdings. The 10 5/8% Notes
are subordinated to all existing and future liabilities, including deposits,
indebtedness and trade payables, of the subsidiaries of FN Holdings, including
California Federal and all preferred stock issued by the Bank, including the
Bank Preferred Stock.
The terms and conditions of the 10 5/8% Notes indenture impose
restrictions that affect, among other things, the ability of FN Holdings to
incur debt, pay dividends, make acquisitions, create liens, sell assets and
make certain investments.
10% Subordinated Debentures Due 2006
As part of the FN Acquisition, California Federal assumed subordinated
debentures, which bear interest at 10% per annum and mature on October 1, 2006
(the "10% Subordinated Debentures Due 2006"). At December 31, 1997 the
aggregate principal amount of the 10% Subordinated Debentures Due 2006
outstanding was $92.1 million.
Events of Default under the indenture governing the 10% Subordinated
Debentures Due 2006 (the "Old FNB Indenture") include, among other things: (i)
a default in the payment of interest when due and such default continues for 30
days, (ii) a default in the payment of any principal when due, (iii) the
failure to comply with covenants in the Old FNB Indenture, provided that the
trustee or holders of at least 25% in principal amount of the outstanding 10%
Subordinated Debentures Due 2006 notify the Bank of the default and the Bank
does not cure the default within 60 days after receipt of such notice, (iv)
certain events of bankruptcy, insolvency or reorganization of the Bank, (v) the
FSLIC/RF (or a comparable entity) is appointed to act as conservator,
liquidator, receiver or other legal custodian for the Bank and (vi) a default
under other indebtedness of the Bank in excess of $10 million resulting in such
indebtedness becoming due and payable, and such default or acceleration has not
been rescinded or annulled within 60 days after the date on which written
notice of such failure has been given by the trustee to the Bank or by holders
of at least 25% in principal amount of the outstanding 10% Subordinated
Debentures Due 2006 to the Bank and the trustee.
11.20% Senior Notes Due 2004
As part of the SFFed Acquisition, California Federal assumed $50 million
of SFFed 11.20% Senior Notes due September 1, 2004 (the "11.20% Senior Notes").
In connection with the assumption of the 11.20% Senior Notes, the Bank and all
of the holders of the 11.20% Senior Notes entered into an agreement amending
certain provisions of the note purchase pursuant to which the 11.20% Senior
Notes were sold (as amended, the "Note Purchase Agreement"). On September 12,
1996, the Bank repurchased $44.0 million aggregate principal amount of the
11.20% Senior Notes at a price of approximately 116.45% of the principal
amount, plus the accrued interest thereon. The Bank recorded an extraordinary
loss, net of tax, of $1.6 million in connection with such repurchase. At
December 31, 1997, the aggregate principal amount of the 11.20% Senior Notes
outstanding was $6.0 million.
F-36
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Events of Default under the Note Purchase Agreement include, among other
things: (i) failure to make any payment of principal when due; (ii) any failure
to make any payment of interest when due and such payment is not made within 15
days after the date such payment was due; (iii) failure to comply with certain
covenants in the Note Purchase Agreement, provided that such failure continues
for more than 60 days; (iv) failure to deliver to holders a notice of default,
notice of event of default, or notice of claimed default as provided in the
Note Purchase Agreement; (v) failure to comply with any provision of the Note
Purchase Agreement, provided that such failure continues for more than 60 days
after notice is delivered to the Bank; (vi) a default under other indebtedness
provided that the aggregate amount of all obligations in respect of such
indebtedness exceeds $15 million; (vii) one or more final, non-appealable
judgments outstanding against the Bank or its subsidiaries for the payment of
money aggregating in excess of $15 million, any one of which has been
outstanding for 45 days and shall not have been discharged in full or stayed;
(viii) any warranty, representation or other statement contained in the Note
Purchase Agreement by the Bank or any of its subsidiaries being false or
misleading in any material respect when made; or (ix) certain events of
bankruptcy, insolvency or reorganization of the Bank or its subsidiaries.
As a result of the Cal Fed Acquisition, the Bank is obligated with respect
to the following outstanding securities of Old California Federal:
10.668% Subordinated Notes Due 1998
California Federal assumed $50 million of 10.668% unsecured senior
subordinated notes which matures on December 22, 1998 (the "10.668%
Subordinated Notes"). At December 31, 1997, the aggregate principal amount of
10.668% Subordinated Notes outstanding was $50 million.
Events of Default under the note agreement governing the 10.668%
Subordinated Notes include, among other things: (i) failure to make any payment
of principal when due; (ii) any failure to make any payment of interest when
due and such payment is not made within ten business days after the date such
payment was due; (iii) failure to comply with certain covenants in the note
agreement provided that such failure continues for more than 60 days after
notice is delivered to the Bank; (iv) the default or any event which, with the
giving of notice or the lapse of time or both, would constitute a default under
any indebtedness of the Bank and cause such indebtedness with an aggregate
principal amount exceeding $15 million to accelerate; and (v) certain events of
bankruptcy, insolvency or reorganization of the Bank.
6 1/2% Convertible Subordinated Debentures Due 2001
In 1986, Cal Fed Inc., Old California Federal's former parent company,
issued $125 million of 6.5% convertible subordinated debentures due February
20, 2001 (the "6 1/2% Convertible Subordinated Debentures"). As a result of a
corporate restructuring in December 1992, Cal Fed Inc. was merged with and into
XCF Acceptance Corporation ("XCF"), a subsidiary of Old California Federal. The
6 1/2% Convertible Subordinated Debentures are redeemable at the option of the
holders on February 20, 2000, at 123% of their principal amount. At December
31, 1997, $2.6 million of the 6 1/2% Convertible Subordinated Debentures were
outstanding. Due to the purchase of all of the Cal Fed stock by FN Holdings in
the Cal Fed Acquisition on January 3, 1997, the common stock conversion feature
has been eliminated.
Events of Default under the indenture governing the 6 1/2% Convertible
Subordinated Debentures include, among other things: (i) any failure to make
any payment of interest when due and such payment is not made within 30 days
after the date such payment was due; (ii) failure to make any payment of
principal when due; (iii) default in the performance, or breach, of any
covenant or warranty in the indenture, provided that such default or breach
continues for more than 60 days after notice is delivered to the Bank; or (iv)
certain events of bankruptcy, insolvency or reorganization of the Bank or its
subsidiaries.
F-37
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
10% Subordinated Debentures Due 2003
On December 16, 1992, Old California Federal issued $13.6 million of 10.0%
unsecured subordinated debentures due 2003 (the "10% Subordinated Debentures").
During 1996 and 1995, Old California Federal repurchased $0.6 million and $8.7
million, respectively, of the 10% Subordinated Debentures, leaving $4.3 million
outstanding at December 31, 1997.
Events of Default under the indenture governing the 10% Subordinated
Debentures include, among other things: (i) failure to make any payment of
principal when due; (ii) any failure to make any payment of interest when due
and such payment is not made within 30 days after the date such payment was
due; (iii) failure to comply with certain covenants in the indenture; (iv)
failure to comply with certain covenants in the indenture provided that such
failure continues for more than 60 days after notice is delivered to the Bank;
(v) certain events of bankruptcy, insolvency or reorganization of the Bank; or
(vi) the default or any event which, with the giving of notice or lapse of time
or both, would constitute a default under any indebtedness of the Bank and
cause such indebtedness with an aggregate principal amount exceeding $15
million to accelerate.
(21) Interest Rate Swap Agreements
In connection with the FN Acquisition and the Cal Fed Acquisition, the
Bank acquired the rights and assumed the obligations under certain interest
rate swap agreements. Interest rate swap agreements outstanding and their
weighted average rates at December 31, 1997 and 1996 are as follows (dollars in
thousands):
<TABLE>
<CAPTION>
Notional Weighted Estimated
Principal Average Rate Maturity Variable
Maturity Date Amount Pay Receive in Years Rate Index
- ------------- ------ --- ------- -------- ----------
<S> <C> <C> <C> <C> <C>
1997:
April 1998 $400,000 5.76% 8.38% .26 3 month LIBOR
1996:
April 1998 $400,000 5.64% 8.38% 1.26 3 month LIBOR
</TABLE>
The Bank uses interest rate swap agreements to hedge against interest rate
risk inherent in its FHLB advances. Under the agreements, the Bank receives or
makes payments based on the differential between fixed-rate and variable-rate
interest amounts on the notional amount of the agreement. The notional amounts
of these derivatives do not represent amounts exchanged by the parties and
thus, are not a measure of the Bank's exposure through its use of derivatives.
The Bank pays the variable-rate and receives the fixed-rate under these
agreements. The variable interest rates presented in the tables above are based
on LIBOR. The current LIBOR rates have been assumed implicitly, in the
aforementioned weighted average receive rate, to remain constant throughout the
term of the respective swaps. Any changes in LIBOR interest rates would affect
the variable-rate information disclosed above.
The Bank is exposed to credit-related losses in the event of
nonperformance by the counterparties to these agreements but does not expect
any counterparties to fail their obligations. The Bank deals only with national
investment banking firms and the FHLB of San Francisco.
F-38
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(22) Segment Reporting
The Company's operations include two primary business segments: mortgage
lending and retail banking. The Company's principal business consists of
operating retail deposit branches and originating and/or purchasing residential
real estate loans. The Company's mortgage lending activities are conducted
through FNMC and include the origination and purchase of residential mortgage
loans for sale to various investors, as well as the servicing of loans for
others.
Selected financial information by business segment for the three years
ended December 31, 1997, 1996 and 1995 is presented in the following summary
(in thousands):
<TABLE>
<CAPTION>
Mortgage Retail Consolidated
1997 Lending Banking Total
- ---- ------- ------- -----
<S> <C> <C> <C>
Total revenue (1) $ 288,360 $2,317,096 $2,467,184
Income before income taxes, extraordinary item
and minority interest (27,782) 266,180 238,398
Office premises and equipment, net 26,576 132,773 159,349
Identifiable assets (2) 3,072,219 31,155,325 31,362,156
1996
- ----
Total revenue (3) $ 212,325 $1,751,852 $1,887,177
Income before income taxes, extraordinary item
and minority interest 5,836 501,711 507,547
Office premises and equipment, net 23,410 76,754 100,164
Identifiable assets (4) 1,634,258 16,264,912 16,635,073
1995
- ----
Total revenue (5) $ 100,930 $1,166,180 $1,226,818
Income before income taxes, extraordinary item
and minority interest (7,898) 130,348 122,450
Office premises and equipment, net 17,376 76,133 93,509
Identifiable assets (6) 1,383,451 14,425,200 14,666,781
</TABLE>
----------
(1) Excludes the elimination of $14.2 million in intercompany servicing
fees and $124.1 million in interest income on intercompany loans.
(2) Excludes the elimination of $20.2 million in deposits maintained with
the Bank and $2.8 billion in intercompany borrowings.
(3) Excludes the elimination of $6.9 million in intercompany servicing
fees and $70.1 million in interest income on intercompany loans.
(4) Excludes the elimination of $23.3 million in deposits maintained with
the Bank and $1.2 billion in intercompany borrowings.
(5) Excludes the elimination of $10.6 million in intercompany servicing
fees and $29.7 million in interest income on intercompany loans.
(6) Excludes the elimination of $13.7 million in deposits maintained with
the Bank and $1.1 billion in intercompany borrowings.
The Company typically reviews the results of operations for the mortgage
banking segment based on that segment's contribution as opposed to its income
before income taxes, extraordinary item and minority interest. The main
difference between the two measures of profitability are that contribution for
the mortgage lending segment includes custodial earnings that are reported in
the retail banking segment when computing net income and that intercompany
interest expense is computed using an internal cost of funds rate instead of a
market rate. The mortgage lending
F-39
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
segment's contribution for the years ended December 31, 1997, 1996 and 1995 was
$35.9 million, $54.9 million and $24.5 million, respectively.
(23) Comprehensive Income
The tax effect associated with unrealized gain on securities for the
years ended December 31, 1997, 1996 and 1995 is summarized as follows (dollars
in thousands):
<TABLE>
<CAPTION>
Before-tax Tax (expense) Net-of-tax
amount benefit amount
------ ------- ------
<S> <C> <C> <C>
1997
- ----
Unrealized gains on securities:
Unrealized holding gains arising during the period $ 10,004 $ (1,278) $ 8,726
Less: reclassification adjustments for gains in net income (20,146) 2,574 (17,572)
--------- --------- --------
Other comprehensive income $ (10,142) $ 1,296 $ (8,846)
========= ========= ========
1996
- ----
Unrealized gains on securities:
Unrealized holding gains arising during the period $ 16,200 $ (1,620) $ 14,580
Less: reclassification adjustments for gains in net income (31,572) 3,157 (28,415)
--------- --------- --------
Other comprehensive income $ (15,372) $ 1,537 $(13,835)
========= ========= ========
1995
- ----
Unrealized gains on securities:
Unrealized holding gains arising during the period $ 47,983 $ (4,798) $ 43,185
Less: reclassification adjustments for gains in net income (1,305) 130 (1,175)
--------- --------- --------
Other comprehensive income $ 46,678 $ (4,668) $ 42,010
========= ========= ========
</TABLE>
Unrealized gains on securities is the only component of other
comprehensive income and accumulated other comprehensive income for the years
ended December 31, 1997, 1996 and 1995.
(24) Minority Interest and Stockholder's Equity
(a) 11 1/2% Preferred Stock
In connection with the FN Acquisition, California Federal issued 3,007,300
shares of its 11 1/2% noncumulative perpetual preferred stock ("11 1/2%
Preferred Stock") with a par value of $.01 per share, having a liquidation
preference of $300.7 million. This stock has a stated liquidation value of $100
per share. Costs related to the 11 1/2% Preferred Stock issuance were deducted
from additional paid-in capital. At or after September 1, 1999, the 11 1/2%
Preferred Stock is redeemable at the option of the Bank, in whole or in part,
at $105.75 per share prior to September 1, 2000, and at prices which will
decrease annually thereafter to the stated liquidation value of $100 per share
on or after September 1, 2004, plus declared but unpaid dividends. Dividends
are payable quarterly at an annual rate of 11.50% per share when declared by
the Bank's Board of Directors. Dividends paid on the 11 1/2% Preferred Stock
for each year during 1997 and 1996 totalled $34.6 million.
(b) 10 5/8% Preferred Stock
In connection with the Cal Fed Acquisition, California Federal assumed Cal
Fed's 10 5/8% preferred stock with liquidation value of $172.5 million (the
"10 5/8% Preferred Stock" and, together with the 11 1/2% Preferred Stock, "Bank
Preferred Stock"). The 10 5/8% Preferred Stock resulted in a $172.5 million
increase in the Bank's stockholders' equity. Cash dividends on the 10 5/8%
Preferred Stock are noncumulative and are payable at an annual rate of 10 5/8%
per share if, when, and as declared by the Board of Directors of the Bank. The
10 5/8% Preferred Stock is generally not redeemable
F-40
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
prior to April 1, 1999. The 10 5/8% Preferred Stock is redeemable at the option
of the Bank, in whole or in part, at $105.313 per share on or after April 1,
1999 and prior to April 1, 2000, and at prices decreasing annually thereafter
to the liquidation preference of $100.00 per share on or after April 1, 2003,
plus declared but unpaid dividends. In addition, in the event of a change of
control, the 10 5/8% Preferred Stock is redeemable at the option of the Bank or
its successor on or after April 1, 1996 and prior to April 1, 1999 in whole,
but not in part, at $114.50 per share. Dividends paid on the 10 5/8% Preferred
Stock during 1997 were $18.3 million.
(c) REIT Preferred Stock
On January 31, 1997, Preferred Capital Corp. issued 20,000,000 shares of
the REIT Preferred Stock for $500 million. The REIT Preferred Stock has a
stated liquidation value of $25 per share, plus declared and unpaid dividends,
if any. The annual cash dividends on the 20,000,000 shares of REIT Preferred
Stock, assuming such dividends are declared by the Board of Directors of
Preferred Capital Corp., are expected to approximate $45.6 million per year. As
long as Preferred Capital Corp. qualifies as a REIT, distributions on the REIT
Preferred Stock will be a dividends-paid deduction by Preferred Capital Corp.
for tax purposes. Dividends paid on the REIT Preferred Stock during 1997 were
$36.6 million, net of the income tax benefit.
(d) Hunter's Glen
Minority interest - Hunter's Glen represents that portion of
stockholders' equity of FN Holdings attributable to its class B common stock,
which is owned by a limited partnership controlled by the Bank's Chairman of
the Board and Chief Executive Officer.
(e) FN Holdings Preferred Stock
On September 19, 1996, FN Holdings issued 10,000 shares of preferred
stock ("FN Holdings Preferred Stock") with a liquidation value of $150 million
to a corporation owned by the Chairman of the Board of the Bank, ("Special
Purpose Corp."). Cash dividends on the FN Holdings Preferred Stock are
cumulative and are payable: (i) in cash at an annual rate of the cost of funds
to an affiliate of FN Holdings under such affiliate's bank credit facility (the
"Cost of Funds Rate") and (ii) in newly issued shares of another series of
cumulative perpetual preferred stock of FN Holdings ("Additional FN Holdings
Preferred Stock") at an annual rate of 2% of the stated liquidation value of
the FN Holdings Preferred Stock, if, when, and as declared by the Board of
Directors of FN Holdings. Dividends on the Additional FN Holdings Preferred
Stock are cumulative and accrue and are payable in shares of Additional FN
Holdings Preferred Stock at an annual rate equal to the Cost of Funds Rate plus
2% of the stated liquidation value of the Additional FN Holdings Preferred
Stock if, when and as declared by the Board of Directors of FN Holdings.
Additional FN Holdings Preferred Stock will have substantially the same
relative rights, terms and preferences as the FN Holdings Preferred Stock
except as set forth above with respect to the payment of dividends. Dividends
on the FN Holdings Preferred Stock are payable quarterly each year, commencing
January 1, 1997, out of funds legally available therefor. In addition, the
payment of dividends by FN Holdings is subject to certain federal laws
applicable to savings and loan holding companies. The FN Holdings Preferred
Stock ranks prior to the common stock of FN Holdings and to all other classes
and series of equity securities subsequently issued.
The FN Holdings Preferred Stock and the Additional FN Holdings Preferred
Stock are redeemable so long as Special Purpose Corp. is the sole holder
thereof, at any time, and, if Special Purpose Corp. is not the sole holder
thereof, at any time after the fifth anniversary of the issuance of the FN
Holdings Preferred Stock, in each case, upon prior written notice, at the
option of FN Holdings, in whole or in part, at a redemption price equal to the
stated liquidation value of $15,000 per share plus any accrued and unpaid
dividends. Upon the redemption of the FN Holdings Preferred Stock by FN
Holdings, all outstanding shares of the Additional FN Holdings Preferred Stock
will be contributed to the capital of FN Holdings, without any payment
therefor, and such shares will be retired and canceled.
F-41
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(f) Common Stock
In connection with the FN Acquisition and the offering of the 12 1/4%
Senior Notes, First Gibraltar Holdings incorporated Parent Holdings and FN
Holdings to hold 100% of the common stock of First Nationwide. First Gibraltar
Holdings contributed all of its shares of capital stock of the Bank to Parent
Holdings, which contributed such shares to FN Holdings in exchange for 1,000
shares of common stock of FN Holdings.
In 1994, FN Holdings amended its certificate of incorporation to create
800 shares of class A common stock having one vote per share, 200 shares of
class B common stock having .75 votes per share, and 230.3 shares of nonvoting
class C common stock. Parent Holdings exchanged its 1,000 shares of common
stock of FN Holdings for 800 shares of class A common stock.
Pursuant to the terms of an exchange agreement between FN Holdings, the
Bank's Chairman and Parent Holdings (the "Exchange Agreement"), and in
connection with the consummation of the FN Acquisition, FN Holdings issued 100%
of its class C common stock to Parent Holdings for approximately $210.3
million, and the Bank's Chairman acquired 100% of the class B common stock of
FN Holdings in exchange for his 6.25% of the class A common stock of First
Gibraltar Holdings.
As a result of the consummation of the transactions contemplated by the
Exchange Agreement, the Bank's Chairman owns 100% of the class B common stock
of FN Holdings, representing 20% of its voting common stock (representing
approximately 15% of the voting power of its common stock), and Parent Holdings
owns (i) 100% of the class A common stock of FN Holdings, representing 80% of
its voting common stock (representing approximately 85% of the voting power of
its common stock) and (ii) 100% of the class C common stock of FN Holdings. The
class C common stock was redeemed out of distributions from the Bank for $230.3
million plus accrued interest during 1995 and 1996. On December 29, 1995, the
Bank's Chairman transferred his shares of class B common stock to a limited
partnership, Hunter's Glen/Ford Ltd. ("Hunter's Glen"), over which he maintains
control.
There were no dividends or distributions on common stock in 1997.
Dividends and distributions on the Company's common stock during 1996 and 1995
totalled $636,504 and $89,986, respectively.
(g) Payment of Dividends
The terms of the 12 1/2% Senior Notes indenture generally will permit the
Company to make distributions of up to 65% of the consolidated net income of
the Company if, after giving effect to such distribution, (i) the Bank is "well
capitalized" under applicable OTS regulations and (ii) the Consolidated Common
Shareholders' Equity (as defined therein) of the Bank is at least equal to the
Minimum Common Equity Amount (as defined therein). The terms of the 9 1/8%
Senior Subordinated Notes indenture and the 12 1/4% Senior Notes indenture
apply similar restrictions except FN Holdings can make distributions of up to
75% of the consolidated net income of FN Holdings. The Federal thrift laws and
regulations of the Office of Thrift Supervision (the "OTS") limit the Bank's
ability to pay dividends on its preferred or common stock. The Bank generally
may not pay dividends without the consent of the OTS if, after the payment of
the dividends, it would not be deemed "adequately capitalized" under the prompt
corrective action standards of the Federal Deposit Insurance Corporation
Improvement Act of 1991.
As of December 31, 1997, the Bank could pay dividends of $502.4 million
without the consent of the OTS and it could pay dividends of $153.8 million and
still be "well capitalized." As of December 31, 1997, FN Holdings and the
Company could pay dividends of $254.0 million and $168.2 million, respectively,
without violating the most restrictive terms of their respective indentures.
(25) Regulatory Capital of the Bank
The Bank is subject to various regulatory capital requirements
administered by the Federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory -- and possibly additional
discretionary -- actions by regulators that, if undertaken, could have a direct
material effect on the Company's and the Bank's consolidated financial
statements. Under capital adequacy guidelines and the regulatory framework for
prompt
F-42
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
corrective action, the Bank must meet specific capital guidelines that involve
quantitative measures of the Bank's assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices.
The Bank's capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings, and other
factors.
Quantitative measures established by regulation to insure capital adequacy
require the Bank to maintain minimum amounts and ratios (set forth in the table
below) of tangible and leverage capital to adjusted total assets, and of Tier 1
and total risk-based capital to risk-weighted assets. Management believes, as
of December 31, 1997, that the Bank meets all capital adequacy requirements to
which it is subject.
As of December 31, 1997 and 1996, the most recent notification from the
OTS categorized the Bank as well capitalized under the regulatory framework for
prompt corrective action. To be categorized as well capitalized, the Bank must
maintain minimum leverage, Tier 1 risk-based and total risk-based ratios as set
forth in the table. There are no conditions or events since the most recent
notification that management believes have changed the institution's category.
The Bank's actual capital amounts and ratios as of December 31, 1997 and
1996 are also presented in the table (dollars in thousands):
<TABLE>
<CAPTION>
Actual For Capital Adequacy To Be Well Capitalized
------------------------- ------------------------- ---------------------------
As a % As a % As a %
1997 Amount of Assets Amount of Assets Amount of Assets
---- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Stockholders' equity of the Bank
per financial statements $2,260,044
Minority interest in Preferred
Capital Corp. 500,000
Net unrealized holding gains (35,162)
2,724,882
Adjustments for tangible and
leverage capital:
Goodwill litigation asset (100,000)
Intangible assets (675,927)
Non-allowable minority
interest in Preferred
Capital Corp. (71,099)
Non-qualifying MSRs (53,670)
Non-includable subsidiaries (53,582)
Excess deferred tax asset (55,000)
----------
Total tangible capital $1,715,604 5.65% $ 455,457 1.50% N/A N/A
========== ===========
Total leverage capital $1,715,604 5.65% $ 910,915 3.00% $1,518,191 5.00%
========== =========== ==========
Tier 1 risk-based capital $1,715,604 10.14% N/A N/A $1,015,036 6.00%
========== ==========
Adjustments for risk-based
capital:
Qualifying subordinated debt
debentures 93,847
General loan loss allowance 214,217
Assets required to be
deducted (5,648)
----------
Total risk-based capital $2,018,020 11.93% $1,353,382 8.00% $1,691,727 10.00%
========== ========== ==========
</TABLE>
F-43
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
<TABLE>
<CAPTION>
Actual For Capital Adequacy To Be Well Capitalized
--------------------------- ------------------------- ---------------------------
As a % As a % As a %
1996 Amount of Assets Amount of Assets Amount of Assets
---- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Stockholders' equity of the Bank
per financial statements $1,463,862
Net unrealized holding gains (46,219)
----------
1,417,643
Adjustments for tangible and
leverage capital:
Intangible assets (140,564)
Non-qualifying MSRs (42,369)
Non-includable subsidiaries (6,001)
Excess deferred tax asset (68,000)
----------
Total tangible capital $1,160,709 7.17% $242,828 1.50% N/A N/A
========== ========
Total leverage capital $1,160,709 7.17% $485,655 3.00% $ 809,426 5.00%
========== ======== ===========
Tier 1 risk-based capital $1,160,709 11.50% N/A N/A $ 605,843 6.00%
========== ===========
Adjustments for risk-based
capital:
Qualifying subordinated debt
debentures 89,907
General loan loss allowance 127,708
Assets required to be
deducted (2,882)
----------
Total risk-based capital $1,375,442 13.62% $807,791 8.00% $1,009,738 10.00%
========== ======== ==========
</TABLE>
(26) Other Noninterest Income and Expense
Other noninterest income and expense amounts are summarized as follows for
the years ended December 31, 1997, 1996 and 1995 (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Other noninterest income:
Disbursement float $ 8,169 $ 5,369 $ 2,622
Other 14,827 12,820 8,759
-------- -------- --------
$ 22,996 $ 18,189 $ 11,381
======== ======== ========
Other noninterest expense:
Telephone $ 15,932 $ 11,727 $ 7,652
Insurance and surety bonds 5,642 3,811 4,005
Postage 8,070 7,141 6,856
Printing, copying and office supplies 9,230 6,549 6,096
Employee travel 8,745 6,112 5,244
Clerical and other losses 11,410 2,636 4,345
Other 54,853 42,135 27,131
-------- -------- --------
$113,882 $ 80,111 $ 61,329
======== ======== ========
</TABLE>
F-44
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(27) Income Taxes
Total income tax expense (benefit) for the years ended December 31, 1997,
1996 and 1995 was allocated as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Income before income taxes, extraordinary item and $ 41,315 $(75,807) $(57,185)
minority interest
Extraordinary item -- (176) 221
Net unrealized holding (loss) gain on securities
available for sale 17 (1,921) 7,055
-------- -------- --------
$ 41,332 $(77,904) $(49,909)
======== ======== ========
</TABLE>
Income tax expense (benefit) attributable to income before income taxes,
extraordinary item and minority interest for the years ended December 31, 1997,
1996 and 1995 consisted of (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Federal
Current $ 4,687 $ 10,900 $ 285
Deferred -- (125,000) (69,000)
--------- --------- ---------
4,687 (114,100) (68,715)
--------- --------- ---------
State and local
Current 36,628 38,293 11,530
Deferred -- -- --
--------- --------- ---------
36,628 38,293 11,530
--------- --------- ---------
$ 41,315 $ (75,807) $ (57,185)
========= ========= =========
</TABLE>
The consolidated income tax expense (benefit) for the years ended December
31, 1997, 1996 and 1995 differs from the amounts computed by applying the
statutory federal corporate tax rate of 35% for 1997, 1996 and 1995 to income
before income taxes, extraordinary item and minority interest (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Computed "expected" income tax expense $ 83,439 $ 177,642 $ 42,858
Increase (decrease) in taxes resulting from:
State income taxes, net of federal income
tax benefit 23,808 24,890 7,495
Tax exempt income (5) (584) (2,636)
Amortization of excess cost over fair
value of net assets acquired 16,959 33 --
Adjustment to prior year's tax expense -- 595 (1,675)
Unrealized holding (loss) gain on securities
available for sale recognized for tax purposes (12,234) (3,703) 15,937
REIT preferred dividend (14,682) -- --
Other 2,762 1,214 (1,747)
Adjustment to deferred tax asset fully offset by
valuation allowance:
Temporary differences from acquisitions (115,633) 6,196 --
Adjustment to deferred tax asset (17,130) 2,821 7,644
Change in the beginning-of-the-year balance of
the valuation allowance for deferred tax assets
allocated to income tax expense 74,031 (284,911) (125,061)
--------- --------- ---------
$ 41,315 $ (75,807) $ (57,185)
========= ========= =========
</TABLE>
F-45
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
The significant components of deferred income tax (benefit) expense
attributable to income before income taxes, extraordinary item and minority
interest for the years ended December 31, 1997, 1996 and 1995 are as follows
(in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Deferred tax expense (exclusive of the effects
of other components listed below) $ 58,732 $ 150,894 $ 56,061
Adjustments to deferred tax asset fully offset by
valuation allowance (132,763) 9,017 --
Increase (decrease) in beginning-of-the-year balance
of the valuation allowance for deferred tax assets 74,031 (284,911) (125,061)
--------- --------- ---------
$ -- $(125,000) $ (69,000)
========= ========= =========
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31, 1997 and 1996 are presented below (in thousands):
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards $ 750,193 $ 737,815
Foreclosed real estate 6 312
Loans receivable 60,835 4,774
Securities -- 95
Miscellaneous accruals 31,520 11,851
Accrued liabilities 86,617 30,017
Deferred interest 5,369 6,440
State taxes 38,704 15,429
Other intangible assets 39,848 35,476
Alternative minimum tax credit and investment tax
credit carryforwards 14,911 13,324
Other 5,732 3,165
----------- -----------
Total gross deferred tax assets 1,033,735 858,698
Less valuation allowance (600,161) (526,130)
----------- -----------
Net deferred tax assets 433,574 332,568
----------- -----------
Deferred tax liabilities:
Change in accounting method 30,000 23,362
Securities 8,166 --
Other intangible assets 73,872 48,280
Purchase accounting adjustments 18,137 29,881
FHLB stock 52,337 12,688
Unrealized gains on securities available for sale 5,152 1,640
Goodwill litigation 58,450
Other 65,279 24,357
----------- -----------
Net deferred tax liabilities 311,393 140,208
----------- -----------
Net deferred tax assets and liabilities $ 122,181 $ 192,360
=========== ===========
</TABLE>
The net change in the total valuation allowance for the year ended
December 31, 1997 was an increase of $74.0 million which is attributable to
income before income taxes and minority interest.
Based on a historical earnings trend since the consummation of the FN
Acquisition and future earnings expectations, management changed its judgment
about the realizability of the Company's net deferred tax assets and recognized
a deferred tax benefit (i.e., reduced valuation allowance) of $125.0 million in
the second quarter of 1996 and $69.0 million in the fourth quarter of 1995.
Management believes that the realization of the resulting deferred tax asset is
more likely
F-46
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
than not, based upon the expectation that the Company will generate the
necessary amount of taxable income in future periods.
At December 31, 1997, if the Company had filed a consolidated federal
income tax return on behalf of itself (as common parent), and its subsidiaries
for each year since the formation of the Company, it would have had regular and
alternative minimum tax net operating losses for federal income tax purposes of
approximately $2.1 billion and $878 million, respectively, which expire in 2004
through 2010.
If for any reason the Company was to deconsolidate from the Mafco Group
(see note 33, "Subsequent Event"), only the amount of the net operating loss
carryovers of the Company not already utilized by the Mafco Group would be
available to offset the taxable income subsequent to the date of
deconsolidation. If the Company had deconsolidated as of December 31, 1997, the
Company would have had approximately $970 million of regular net operating loss
carryforwards. It cannot be predicted to what extent the Mafco Group will
utilize the net operating losses of the Company in the future or the amount, if
any, of net operating loss carryforwards that the Company may have upon
deconsolidation. Additionally, the net operating loss carryovers are subject to
review and potential disallowance, in whole or in part, by the Internal Revenue
Service.
On August 20, 1996, the Small Business Job Protection Act of 1996 (the
"Act") was enacted into law generally effective for tax years beginning after
1995. One provision of the Act repealed the Section 593 reserve method of
accounting for bad debts by thrift institutions which are treated as large
banks. Another provision of the Act requires the Company to take into income
the balance of its post-1987 bad debt reserves over a six year period beginning
in 1996 subject to a two-year deferral if certain residential loan tests are
satisfied. As of December 31, 1995, the Company had approximately $279 million
of post-1987 bad debt reserves that are subject to recapture. The Company has
fully provided for the tax related to this recapture.
In accordance with SFAS No. 109 "Accounting for Income Taxes," a deferred
tax liability has not been recognized for the base year reserves of the
Company. The base year reserves are generally the balance of the tax bad debt
reserve as of December 31, 1987 reduced proportionately for reductions in the
Company's loan portfolio since that date. At December 31, 1997, the amount of
those reserves was approximately $152 million. The amount of the unrecognized
deferred tax liability at December 31, 1997 was approximately $53 million.
Pursuant to the Act, circumstances that may require an accrual of this
unrecorded tax liability are a failure to meet the definition of a "bank" for
federal income tax purposes, dividend payments in excess of tax earnings and
profits, and other distributions, dissolution, liquidation or redemption of
stock, excluding preferred stock meeting certain conditions.
F-47
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(28) Employee Benefit Plans
Post-retirement Benefits Plan
The Bank provides certain post-retirement medical benefits to certain
eligible employees and their dependents through age 65. In general, early
retirement is age 55 with 10 years of service. Retirees participating in the
plans generally pay Consolidated Omnibus Budget Reduction Act premiums for the
period of time they participate.
The estimated cost for post-retirement health care benefits has been
accrued on an actuarial net present value basis.
The following table sets forth the plans' combined liabilities included in
the Bank's consolidated balance sheet at December 31, 1997 and 1996 (in
thousands):
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Accumulated post-retirement benefit obligation:
Retirees $2,228 $2,212
Eligible active plan participants 554 471
Ineligible active plan participants 1,343 733
------ ------
Accumulated post-retirement benefit
obligation (other liabilities) $4,125 $3,416
====== ======
</TABLE>
The projected benefit obligation at December 31, 1997 and 1996 was
determined using a discount rate of 7.5%. At December 31, 1997, an increase of
1% in the health care cost trend rate would cause the accumulated
post-retirement benefit obligation to increase by $.4 million, and the service
and interest costs to increase by less than $.1 million.
Net periodic post-retirement benefits cost for the years ended December
31, 1997 and 1996 included the following components (in thousands):
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Service cost - benefits attributable
to service during the current period $364 $301
Interest cost on accumulated post-retirement
benefit obligation 498 231
Amortization of loss -- 19
---- ----
Periodic post-retirement benefit cost $862 $551
==== ====
</TABLE>
The initial health care cost trend rate for medical benefits in 1997 was
9%, the average trend rate was 7.25% and the ultimate trend rate was 5.5%,
which will be reached in eight years. Similar trend rates were utilized for the
1996 valuation.
In connection with the SFFed Acquisition, the Bank assumed SFFed's defined
benefit pension plan which covered substantially all employees of San Francisco
Federal. The SFFed benefit plan was frozen effective September 30, 1995 and no
additional benefits accrued after such time.
F-48
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
The following table sets forth the funded status and amounts recognized in
the Bank's consolidated balance sheet for its defined benefit pension plan (in
thousands):
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligations, including vested benefits of
$40,995 in 1997 and $21,720 in 1996 $40,995 $21,720
======= =======
Projected benefit obligations $40,995 $21,720
Plan assets at fair value 42,292 23,085
------- -------
Excess (deficiency) of plan assets over projected benefit
obligations 1,297 1,365
Unrecognized net gain (loss) 5,506 5,414
------- -------
Accured (prepaid) pension liability $ 4,209 $ 4,049
======= =======
</TABLE>
Net periodic expense for 1997, 1996 and 1995 included the following
components (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Service cost benefit earned during the period $ -- $ -- $ --
Interest cost on projected benefit obligations 2,796 2,143 --
Expected return on plan assets (3,306) (2,349) --
Net amortization and deferral (91) 1,278 --
Curtailment gain (404) -- --
------- ------- ----
Total net periodic pension expense $(1,005) $ 1,072 $ --
======= ======= ====
</TABLE>
Assumptions used in computing the funded status were:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Discount rate 7.75% 8.50% --%
Rate of increase in future compensation levels -- -- --
Long-term rate of return on assets 9.00% 8.50% --
</TABLE>
In the Cal Fed Acquisition, the Bank assumed sponsorship of the Old
California Federal defined benefit plan which was frozen effective May 31, 1993
and at which time, all accrued benefits became 100% vested. Effective April 30,
1997, the SFFed benefit plan was merged with and into the Old California
Federal benefit plan. The fair value of assets transferred was $23.6 million.
Investment Plan
The Bank offers a defined contribution plan which is available to
substantially all employees with at least one year of employment. Employee
contributions are voluntary. The plan provides for deferral of up to 12% of
qualifying compensation of plan participants. The Bank's matching contribution
was a maximum of 100% of up to the first 3% of employee deferrals. The annual
discretionary employer profit sharing contribution is a maximum of 3% of
eligible compensation. It can be declared at any level in the range from 0% to
3%. Employees vest immediately in their own deferrals and any employer profit
sharing contributions and vest in employer matching contributions based on
completed years of service. The Bank's contributions to such plan totalled $3.8
million, $2.3 million, and $2.8 million for the years ended December 31, 1997,
1996 and 1995, respectively.
During 1996, defined contribution plans assumed in the SFFed and Home
Federal Acquisitions were merged with and into Old FNB's defined contribution
plan. The fair value of assets transferred was $14.4 million.
F-49
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
In the Cal Fed Acquisition, contributions made to Old California Federal's
defined contribution plan became 100% vested at the date of acquisition.
Effective December 31, 1997, the Old California Federal contribution plan was
merged with and into the Bank's plan. The fair value of assets transferred was
$33.6 million.
(29) Incentive Plan
Effective October 1, 1995, FN Holdings entered into a management incentive
plan ("Incentive Plan") with certain executive officers of the Bank
("Participants"). Awards under the Incentive Plan will be made in the form of
performance units. Each performance unit entitles Incentive Plan Participants
to receive cash and/or stock options ("Bonuses") based upon the Participants'
vested interest in a bonus pool. Generally, the Incentive Plan provides for the
payment of Bonuses, on a quarterly basis, to the Participants upon the
occurrence of certain events. Bonuses vest at 20% per year beginning October 1,
1995 and are subject to a cap of $50 million.
Bonuses are recorded by a charge to compensation and employee benefits and
an increase to other liabilities. During 1997 and 1996, accruals relative to
the Incentive Plan totalled $12.4 million and $35.6 million, respectively.
(30) Special SAIF Assessment
On September 30, 1996, the Economic Growth and Regulatory Paperwork
Reduction Act ("Act") of 1996 was enacted. The Act included a special
assessment ("Special SAIF Assessment") related to the recapitalization of the
SAIF, which was levied based on a rate of 65.7 cents per $100 of SAIF-insured
domestic deposits held as of March 31, 1995. As a result of the Act, the
Company recorded a pre-tax charge of $60.1 million on September 30, 1996. The
1997 SAIF deposit premiums declined to 6.42 cents per $100 of SAIF-insured
deposits per year from the prior rate of 23 cents.
(31) Commitments and Contingencies
In the ordinary course of business the Company has commitments and
contingent liabilities that are not reflected in the accompanying consolidated
financial statements. The Company, through FNMC, enters into financial
instruments with off-balance sheet risk through the origination and sale of
mortgage loans and the management of the related loss exposure caused by
fluctuations in interest rates. These financial instruments include commitments
to extend credit and purchase loans (mortgage loan pipeline) and mandatory and
optional forward commitments to sell loans.
The following is a summary of the Company's pipeline of loans in process
and mandatory forward commitments to sell loans at December 31, 1997 (in
thousands):
Commitments to originate and purchase loans $ 1,718,729
Mandatory commitments to sell loans 1,368,123
The Company's pipeline of loans in process include loan applications in
various stages of processing. Until all required documentation is provided and
underwritten, there is no credit risk to the Company. There is no interest rate
risk until a rate commitment is extended by the Company to a borrower. Some of
these commitments will ultimately be denied by the Company or declined by the
borrower and therefore, the commitment amounts do not necessarily represent
future cash requirements.
Loans in process for which rates were committed to the borrower totalled
approximately $691.7 million at December 31, 1997. On a daily basis, the
Company determines what percentage of the portfolio of loans in process for
which rate commitments have been extended to a borrower to hedge. Both the
anticipated percentage of the pipeline that is expected to fund and the
inherent risk position of the portfolio are considered in making this
determination.
Mandatory and optional delivery forward commitments to sell loans are used
by the Company to hedge its interest rate exposure from the time a loan has a
committed rate to the time the loan is sold. These instruments involve varying
degrees of credit and interest rate risk. Credit risk on these instruments is
controlled through credit approvals, limits
F-50
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
and monitoring procedures. To the extent that counterparties are not able to
fulfill forward commitments, the Company is at risk for any fluctuations in the
market value of the mortgage loans and locked pipeline.
Realized gains and losses on mandatory and optional-delivery forward
commitments are recognized in the period settlement occurs. Unrealized gain and
losses on mandatory and optional-delivery forward commitments are included in
the lower of cost or market valuation adjustment to mortgage loans held for
sale.
On September 28, 1994, the Company entered into an agreement with FNMA
pursuant to which FNMA provided credit enhancements for certain bond-financed
real estate projects originated by Old FNB. The agreement requires that the
Company pledge to FNMA collateral in the form of certain eligible securities
which are held by a third party trustee. The collateral requirement varies
based on the balance of the bonds outstanding, losses incurred (if any), as
well as other factors. At December 31, 1997 and 1996, the Company had pledged
as collateral certain securities available for sale with a carrying value of
$78.2 million and $91.6 million.
At December 31, 1997 and 1996, mortgage-backed securities available for
sale with a carrying value of $28.8 million and $33.4 million, respectively,
were pledged to FNMA associated with the sales of certain securitized
multi-family loans.
At December 31, 1997, mortgage-backed securities available for sale and
mortgage-backed securities held to maturity of $4.1 billion and $1.3 billion,
respectively, were pledged as collateral for various obligations as discussed
in notes 8, 9, 19 and 20. At December 31, 1996, mortgage-backed securities
available for sale and mortgage-backed securities held to maturity of $936.2
million and $1.4 billion, respectively, were pledged as collateral for various
obligations.
At December 31, 1997, $11.2 billion in residential loans were pledged as
collateral for FHLB advances.
At December 31, 1997 and 1996, loans receivable included approximately
$7.5 billion and $2.3 billion, respectively, of loans that had the potential to
experience negative amortization.
The Bank is the plaintiff in a claim against the United States in the
lawsuit, California Federal Bank v. United States (the "Cal Fed Litigation"),
which it assumed in the Cal Fed Acquisition. In connection with this lawsuit,
the Company recorded as an asset the estimated after-tax cash recovery from the
Cal Fed Litigation that will inure to the Company, net of amounts payable to
holders of certain publicly-traded rights in any such recovery (the "Goodwill
Litigation Asset"). In connection with the Cal Fed Acquisition, the Goodwill
Litigation Asset was recorded at its estimated fair value of $100 million, net
of estimated tax liabilities, as of January 3, 1997, and is included in the
Company's consolidated balance sheet as of December 31, 1997.
In addition, the Company is involved in various claims and lawsuits
arising in the ordinary course of business. Management is of the opinion that
the effect, if any, of these claims and lawsuits is not material to the
Company.
F-51
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(32) Fair Value of Financial Instruments
The following table presents the carrying amounts and fair values of the
Company's financial instruments at December 31, 1997 and 1996 (in thousands):
<TABLE>
<CAPTION>
1997 1996
---------------------------- --------------------------
Carrying Fair Carrying Fair
Value Value Value Value
----- ----- ----- -----
<S> <C> <C> <C> <C>
Financial Assets:
Cash and cash equivalents $ 412,311 $ 412,311 $ 269,869 $ 269,869
Securities available for sale 813,085 813,085 542,019 542,019
Securities held to maturity 58,299 58,299 4,272 4,287
Mortgage-backed securities
available for sale 5,076,598 5,076,598 1,598,652 1,598,652
Mortgage-backed securities
held to maturity 1,337,877 1,373,289 1,621,662 1,653,847
Loans held for sale 1,483,466 1,493,867 825,316 825,316
Loans receivable, net 19,424,410 19,786,805 10,212,583 10,428,934
Investment in FHLB 468,191 468,191 220,962 220,962
Accrued interest receivable 188,203 188,203 106,034 106,034
Mortgage servicing rights 536,703 673,975 423,692 531,726
Financial Liabilities:
Deposits 16,202,605 16,224,399 8,501,883 8,514,099
Securities sold under agreements
to repurchase 1,842,442 1,842,737 1,583,387 1,585,964
Borrowings:
Gross 11,232,931 11,427,457 5,370,285 5,453,811
Interest rate swap agreements (1) (401) (2,954) (5,391) (13,763)
----------- ----------- ---------- ----------
Total borrowings $11,232,530 $11,424,503 $5,364,894 $5,440,048
=========== =========== ========== ==========
Off-balance sheet net unrealized gains
(losses):
Commitments to originate loans $ 1,652 $ (503)
Forward commitments to sell loans (7,099) 1,022
Principal-only swap agreements 13,520 112
</TABLE>
- --------------
(1) Designated as a hedge against FHLB advances.
The carrying amounts in the table are included in the accompanying
consolidated balance sheet under the indicated captions, except for off-balance
sheet net unrealized gains (losses).
The following summary presents a description of the methodologies and
assumptions used to estimate the fair value of the Company's financial
instruments. Much of the information used to determine fair value is highly
subjective. When applicable, readily available market information has been
utilized. However, for a significant portion of the Company's financial
instruments, active markets do not exist. Therefore, considerable judgment was
required in estimating fair value for certain items. The subjective factors
include, among other things, the estimated timing and amount of cash flows,
risk characteristics, and interest rates, all of which are subject to changes.
Cash and cash equivalents: Cash and cash equivalents are valued at their
carrying amounts included in the consolidated statement of financial condition,
which are reasonable estimates of fair value due to the relatively short period
to maturity of the instruments.
F-52
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Securities and mortgage-backed securities: Securities and mortgage-backed
securities are valued at quoted market prices where available. If quoted market
prices are not available, fair values are based on quoted market prices of
comparable instruments.
Loans held for sale: Loans held for sale are valued based on quoted market
prices for mortgage-backed securities backed by similar loans.
Loans receivable, net: Fair values are estimated for loans in groups with
similar financial and risk characteristics. Loans are segregated by type
including residential, multi-family and commercial. Each loan type is further
segmented into fixed and variable interest rate terms and by performing and
non-performing categories in order to estimate fair values.
For performing residential mortgage loans, fair value is estimated by
discounting contractual cash flows adjusted for prepayment estimates using
discount rates based on secondary market sources. The fair value of performing
commercial and multi-family loans is calculated by discounting scheduled
principal and interest cash flows through the estimated maturity using
estimated market discount rates that reflect the credit and interest rate risk
inherent in the respective loan type.
Fair value for non-performing loans is based on discounting estimated cash
flows using a rate commensurate with the risk associated with the estimated
cash flows, or underlying collateral values, where appropriate.
Investment in FHLB: Since no secondary market exists for FHLB stock and
the stock is bought and sold at par by FHLB, fair value of these financial
instruments approximates the carrying value.
Accrued interest: The carrying amounts of accrued interest approximate
their fair values.
Mortgage servicing rights: The fair value of mortgage servicing rights is
based on market prices for comparable mortgage servicing contracts, when
available, or alternatively a valuation model that calculates the present value
of future net servicing income. In using the valuation model, the Company
incorporates assumptions that market participants would use in estimating
future net servicing income, which include estimates of the cost of servicing,
the discount rate, mortgage escrow earnings rate, an inflation rate, ancillary
income, prepayment speeds and default rates and losses.
Deposits: The fair values of demand deposits, passbook accounts, money
market accounts, and other deposits immediately withdrawable, by definition,
approximate carrying values for the respective financial instruments. For fixed
maturity deposits, the fair value was estimated by discounting expected cash
flows by the current offering rates of deposits with similar terms and
maturities.
Securities sold under agreements to repurchase: The fair value of
securities sold under agreements to repurchase is estimated using a discounted
cash flow analysis based on interest rates currently offered on such repurchase
agreements with similar maturities.
Borrowings: The fair value of borrowings, other than FHLB advances, is
estimated using discounted cash flow analyses based on current incremental
rates for similar borrowing arrangements. The fair values of FHLB advances are
estimated using a discounted cash flow analysis based on interest rates
currently offered on advances with similar maturities. Fair values of the
Company's interest rate swap agreements, which effectively hedge certain of the
Company's FHLB advances, are based on the net present value of the estimated
interest due to the Company as compared to the estimated interest due to the
counterparties of the agreements.
Off-balance sheet financial instruments: Fair values of the Company's
commitments to originate loans is estimated using the fees currently charged to
enter into similar agreements, taking into account the remaining terms of the
F-53
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
agreements and the present creditworthiness of the counterparties. For
fixed-rate commitments, fair value also considers the difference between
current levels of interest rates and the committed rates. Fair values of
forward commitments to sell loans are determined using current estimated
replacement costs. Fair values of the Company's floors are based on quoted
market prices for comparable floors. To calculate the value of the
principal-only swaps, dealer bids are obtained on the underlying principal-only
swaps. The change in the market price of a principal-only swap from the date of
inception to the termination date is applied to the remaining principal-only
swap.
(33) Selected Quarterly Financial Data (Unaudited)
The following table presents selected quarterly financial data for the
years ended December 31, 1997 and 1996 (in thousands) (unaudited):
<TABLE>
<CAPTION>
Quarter Ended
--------------------------------------------------------
December 31, September 30, June 30, March 31,
1997 1997 1997 1997 Total 1997
---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C>
Total interest income $ 530,809 $ 531,303 $ 527,837 $ 512,751 $ 2,102,700
Total interest expense (383,286) (380,268) (375,468) (359,395) (1,498,417)
----------- ----------- ----------- ----------- -----------
Net interest income 147,523 151,035 152,369 153,356 604,283
Provision for loan losses (19,950) (19,950) (19,950) (19,950) (79,800)
----------- ----------- ----------- ----------- -----------
Net interest income after
provision for loan losses 127,573 131,085 132,419 133,406 524,483
Total noninterest income 108,351 94,846 82,448 78,839 364,484
Total noninterest expense (170,443) (154,758) (171,644) (153,724) (650,569)
----------- ----------- ----------- ----------- -----------
Income before income taxes,
extraordinary item and minority
interest 65,481 71,173 43,223 58,521 238,398
Income taxes (9,888) (12,208) (9,025) (10,194) (41,315)
----------- ----------- ----------- ----------- -----------
Income before extraordinary item
and minority interest 55,593 58,965 34,198 48,327 197,083
Extraordinary item -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Income before minority interest 55,593 58,965 34,198 48,327 197,083
Minority interest (33,701) (35,250) (31,061) (31,839) (131,851)
----------- ----------- ----------- ----------- -----------
Net income available to
common stockholder $ 21,892 $ 23,715 $ 3,137 $ 16,488 $ 65,232
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Quarter Ended
--------------------------------------------------------
December 31, September 30, June 30, March 31,
1996 1996 1996 1996 Total 1996
---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C>
Total interest income $ 299,386 $ 308,137 $ 318,100 $ 308,176 $ 1,233,799
Total interest expense (208,515) (219,453) (220,205) (200,121) (848,294)
----------- ----------- ----------- ----------- -----------
Net interest income 90,871 88,684 97,895 108,055 385,505
Provision for loan losses (9,900) (9,900) (9,900) (9,900) (39,600)
----------- ----------- ----------- ----------- -----------
Net interest income after
provision for loan losses 80,971 78,784 87,995 98,155 345,905
Total noninterest income 57,917 75,870 154,652 364,939 653,378
Total noninterest expense (112,090) (157,443) (103,982) (118,221) (491,736)
----------- ----------- ----------- ----------- -----------
Income before income taxes,
extraordinary item and minority
interest 26,798 (2,789) 138,665 344,873 507,547
Income taxes (5,641) (527) 110,978 (29,003) 75,807
----------- ----------- ----------- ----------- -----------
Income before extraordinary item
and minority interest 21,157 (3,316) 249,643 315,870 583,354
Extraordinary item -- (1,586) -- -- (1,586)
----------- ----------- ----------- ----------- -----------
Income before minority interest 21,157 (4,902) 249,643 315,870 581,768
Minority interest (17,656) (8,802) (58,610) (76,123) (161,191)
----------- ----------- ----------- ----------- -----------
Net income available to common
stockholder $ 3,501 $ (13,704) $ 191,033 $ 239,747 $ 420,577
=========== =========== =========== =========== ===========
</TABLE>
F-54
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(34) Condensed Parent Company Financial Information
The following represents condensed balance sheets of the Company (parent
company only) at December 31, 1997 and 1996 (in thousands):
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Assets
Investment in FN Holdings $ 843,507 $ 919,217
Other assets and deferred charges 15,077 19,582
--------- ---------
Total assets $ 858,584 $ 938,799
========= =========
Liabilities, Minority Interest and Stockholder's Equity
Senior notes $ 455,000 $ 455,000
Discount on senior notes (3,907) (4,651)
Accrued interest payable 11,843 11,849
Other liabilities 484 514
--------- ---------
Total liabilities 463,420 462,712
Minority interest - FN Holdings preferred stock 25,680 150,792
Minority interest - Hunter's Glen 163,568 153,684
Total stockholder's equity 205,916 171,611
--------- ---------
Total liabilities, minority interest and stockholder's equity $ 858,584 $ 938,799
========= =========
</TABLE>
The following represents parent company only condensed statements of
income for the years ended December 31, 1997, 1996 and 1995 (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Dividends received from FN Holdings $ 56,876 $ 57,902 $ 29,185
--------- --------- ---------
56,876 57,902 29,185
Interest expense 57,613 40,494 --
Noninterest expense 1,850 1,167 --
--------- --------- ---------
59,463 41,661 --
Income before equity in undistributed
net income of FN Holdings (2,587) 16,241 29,185
Equity in undistributed net income of FN Holdings 104,493 519,621 117,833
--------- --------- ---------
Income before income taxes and minority interest 101,906 535,862 147,018
Income tax benefit (5,833) (2,676) --
--------- --------- ---------
Income before minority interest 107,739 538,538 147,018
Minority interest - Hunter's Glen 29,716 113,146 24,554
Minority interest - FN Holdings preferred stock dividends 12,791 4,815 --
--------- --------- ---------
Net income $ 65,232 $ 420,577 $ 122,464
========= ========= =========
</TABLE>
F-55
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
The following represents parent company only statements of cash flows
for the years ended December 31, 1997, 1996 and 1995 (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 65,232 $ 420,577 $ 122,464
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of discount on senior notes 744 523 --
Amortization of deferred issuance costs 1,825 1,167 --
Decrease (increase) other assets and deferred charges 876 (2,332) --
Increase (decrease) in other liabilities 1,775 (2,163) --
(Decrease) increase in accrued interest payable (6) 11,849 --
Minority interest - FN Holdings preferred stock 12,791 4,815 --
Minority interest - Hunter's Glen 29,716 113,146 24,554
Equity in undistributed net income of FN Holdings (104,493) (519,621) (117,833)
--------- --------- ---------
Net cash provided by operating activities 8,460 27,961 29,185
--------- --------- ---------
Cash flows provided by investing activities:
Redemption of FN Holdings' class C common stock -- 124,670 60,801
--------- --------- ---------
Net cash provided by investing activities -- 124,670 60,801
--------- --------- ---------
Cash flows used in financing activities:
Proceeds from issuance of senior notes -- 434,083 --
Capital contribution 49 1,819 --
Capital distribution -- (434,083) --
Dividends (8,509) (154,450) (89,986)
--------- --------- ---------
Net cash used in financing activities (8,460) (152,631) (89,986)
--------- --------- ---------
Net change in cash and cash equivalents -- -- --
Cash and cash equivalents at beginning of year -- -- --
--------- --------- ---------
Cash and cash equivalents at end of year $ -- $ -- $ --
========= ========= =========
</TABLE>
Noncash investing and financing activities:
During 1996, Parent Holdings received a $46.8 million loan receivable from
FN Holdings in exchange for the redemption of and dividends on FN Holdings'
class C common stock in amounts totalling $44.8 million and $2 million,
respectively. Parent Holdings distributed such loan receivable in the form of a
dividend to an affiliate.
F-56
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(35) Subsequent Events (Unaudited)
GSAC Acquisition
On February 4, 1998, Auto One completed the GSAC Acquisition in a
transaction accounted for under the purchase method of accounting. GSAC engaged
in sub-prime automobile financing activities and provided loan processing,
funding and loan servicing primarily in the states of Texas, Louisiana and
Georgia. The purchase price paid was $22.5 million and the issuance of 250
shares of Auto One's common stock. The estimated fair value of assets acquired
was approximately $102.9 million consisting of approximately 7,400 loans.
Golden State Merger
On February 4, 1998, Parent Holdings and Hunter's Glen entered into a
definitive merger agreement ("Golden State Merger Agreement") with Golden State
Bancorp Inc. ("Golden State"), the publicly traded parent company of Glendale
Federal Bank, Federal Savings Bank ("Glendale Federal"), pursuant to which
Parent Holdings, Hunter's Glen and Golden State agreed to a tax-free exchange
of shares in a merger transaction (the "Golden State Merger"). Following the
Golden State Merger, the combined parent company, Golden State, will have 135
to 145 million common shares outstanding and will continue to be a publicly
traded company. As part of the Golden State Merger Agreement, Glendale Federal
will be merged with and into California Federal.
The terms of the Golden State Merger Agreement provide for Golden State
shareholders to retain ownership of approximately 55% to 58% of the merged
entity, based on the average trading price of Golden State shares during a
period preceding the close of the transaction, as determined after distribution
of Golden State's share of certain litigation interests. The remaining
ownership of the merged entity will be retained by the principal shareholders
of California Federal, Gerald J. Ford, chairman and chief executive officer of
the Bank, and MacAndrews & Forbes Holdings Inc. As part of the Golden State
Merger Agreement, the owners of Parent Holdings will receive, after a final
resolution of the Cal Fed Litigation, additional Golden State stock.
The Golden State Merger will be accounted for as a purchase. Golden
State's assets, liabilities and other items will be adjusted to their estimated
fair value at the closing date of the merger.
As a result of the Golden State Merger, Parent Holdings and its
subsidiaries will deconsolidate from the Mafco Group. Therefore, the amount of
net operating loss carryovers available to offset the taxable income of Parent
Holdings and its subsidiaries will be reduced. See note 27.
As of December 31, 1997, Glendale Federal had total assets of
approximately $16.0 billion and deposits of $9.5 billion, and operated 181
branches and 26 loan offices in California. During 1997, Golden State has
entered into agreements to acquire Redfed Bancorp Inc. ("Redfed") and its
federal savings bank subsidiary, Redlands Federal Bank, in a tax-free
stock-for-stock merger, and CENFED Financial Corporation ("CENFED") and its
federal savings bank subsidiary, CenFed Bank, in a tax-free exchange of shares.
At December 31, 1997, Redfed and CENFED had total assets of approximately $1.0
billion and $2.2 billion, respectively, and deposits of $.8 billion and $1.2
billion, respectively. On a pro forma basis at December 31, 1997, Golden State
would have consolidated assets of $19.2 billion and deposits of $11.9 billion.
Further, on a pro forma basis, the merged entities (including Redfed and
CENFED) would have consolidated assets of $51.9 billion and deposits of $28.1
billion at December 31, 1997.
The Golden State Merger is subject to regulatory and stockholder approval
and is expected to close during the third quarter of 1998.
F-57
<PAGE>
EXHIBIT INDEX
2.1 Agreement and Plan of Reorganization, dated as of February 4, 1998, by
and among First Nationwide (Parent) Holdings Inc., First Nationwide
Holdings Inc., First Gibraltar Holdings, Inc., Hunter's Glen/Ford, Ltd.
Golden State Bancorp Inc. and Golden State Financial Corporation.
(Incorporated by reference to Exhibit 2.1 to the Registrant's Current
Report on Form 8-K dated February 4, 1998 (the "February 1998 Form
8-K")).
3.1 Third Restated Certificate of Incorporation of the Registrant.
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-4026)).
3.2 By-laws of the Registrant. (Incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1 (File No.
333-4026)).
4.1 Indenture, dated as of April 15, 1996 between the Registrant and The
Bank of New York, as trustee, relating to the 12 1/2% Senior Exchange
Notes due 2003. (Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (File No. 333-4026)).
4.2 Indenture, dated as of September 19, 1996, between First Nationwide
Escrow Corp. and The Bank of New York, as trustee, relating to the
10 5/8% Senior Subordinated Exchange Notes Due 2003 (the "10 5/8%
Notes"). (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to
FN Holdings Registration Statement on Form S-1 (File No. 333-21015)).
4.3 First Supplemental Indenture, dated as of January 3, 1997, among FN
Holdings, First Nationwide Escrow Corp. and The Bank of New York, as
trustee, relating to the 10 5/8% Notes. (Incorporated by reference to
Exhibit 4.2 to Amendment No. 1 to FN Holdings' Registration Statement on
Form S-1 (File No. 333-21015)).
4.4 Indenture, dated as of January 31, 1996, between FN Holdings and The
Bank of New York, as trustee, relating to the 9 1/8% Senior Subordinated
Exchange Notes Due 2003. (Incorporated by reference to Exhibit 4.1 to FN
Holdings' Registration Statement on Form S-1 (File No. 333-00854)).
4.5 Indenture, dated as of July 15, 1994, between FN Holdings and The First
National Bank of Boston, as trustee, relating to the 12 1/4% Senior
Exchange Notes Due 2001 (the "12 1/4% Senior Note Indenture").
(Incorporated by reference to Exhibit 4.1 to FN Holdings' Registration
Statement on Form S-1 (File No. 33-82654)).
4.6 First Supplemental Indenture, dated as of January 17, 1997, between FN
Holdings and State Street Bank and Trust Company, as trustee,
supplementing the 12 1/4% Senior Note Indenture. (Incorporated by
reference to Exhibit 4.5 to Amendment No. 1 to FN Holdings' Registration
Statement on Form S-1 (File No. 333-21015)).
4.7 Indenture, dated as of October 1, 1986, between First Nationwide Bank, A
Federal Savings Bank, and Bank of America National Trust and Savings
Association Re: $100,000,000 10% Subordinated Debentures due 2006 (the
"2006 Indenture"). (Incorporated by reference to Exhibit 4.5 to FN
Holdings' Annual Report on Form 10-K for the year ended December 31,
1994.)
4.8 First Supplemental Indenture, dated as of September 30, 1994, among
First Madison Bank, FSB, First Nationwide Bank, A Federal Savings Bank,
and Bank of America National Trust and Savings Association,
supplementing the 2006 Indenture. (Incorporated by reference to Exhibit
4.6 to FN Holdings' Annual Report on Form 10-K for the year ended
December 31, 1994.)
<PAGE>
4.9 Second Supplemental Indenture, dated as of January 3, 1997, among First
Nationwide Bank, A Federal Savings Bank, California Federal Bank, A
Federal Savings Bank and Bank of America National Trust and Savings
Association, as trustee, supplementing the 2006 Indenture. (Incorporated
by reference to Exhibit 4.8 to Amendment No. 1 to FN Holdings'
Registration Statement on Form S-1 (File No. 333-21015)).
4.10 Indenture, dated February 15, 1986, between Cal Fed Bancorp Inc. and
Manufacturers Hanover Trust Company, as trustee, relating to the 6 1/2%
Convertible Subordinated Debentures Due 2001 (the "6 1/2% Convertible
Debenture Indenture"). (Incorporated by reference to Exhibit 4.11 to
Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File
No. 333-21015)).
4.11 First Supplemental Indenture, dated as of December 16, 1992, among Cal
Fed Bancorp Inc., XCF Acceptance Corporation, California Federal Bank, A
Federal Savings Bank, and Chemical Bank, supplementing the 6 1/2%
Convertible Debenture Indenture. (Incorporated by reference to Exhibit
4.12 to Amendment No. 1 to FN Holdings' Registration Statement on Form
S-1 (File No. 333-21015)).
4.12 Second Supplemental Indenture dated as of December 13, 1996 among XCF
Acceptance Corporation, California Federal Bank, A Federal Savings Bank,
and The Chase Manhattan Bank, as trustee, supplementing the 6 1/2%
Convertible Debenture Indenture. (Incorporated by reference to Exhibit
4.13 to Amendment No. 1 to FN Holdings' Registration Statement on Form
S-1 (File No. 333-21015)).
4.13 Third Supplemental Indenture dated as of December 13, 1996 among Cal Fed
Bancorp Inc., XCF Acceptance Corporation, California Federal Bank, A
Federal Savings Bank, and The Chase Manhattan Bank, as Trustee,
supplementing the 6 1/2% Convertible Debenture Indenture. (Incorporated
by reference to Exhibit 4.14 to Amendment No. 1 to FN Holdings'
Registration Statement on Form S-1 (File No. 333-21015)).
4.14 Fourth Supplemental Indenture dated as of December 13, 1996 among Cal
Fed Bancorp Inc., XCF Acceptance Corporation, and The Chase Manhattan
Bank, as trustee, supplementing the 6 1/2% Convertible Debenture
Indenture. (Incorporated by reference to Exhibit 4.15 to Amendment No. 1
to FN Holdings' Registration Statement on Form S-1 (File No.
333-21015)).
4.15 Indenture, dated December 1, 1992, between California Federal Bank, A
Federal Savings Bank and Chemical Bank, as trustee, relating to the 10%
Subordinated Debentures Due 2003. (Incorporated by reference to Exhibit
4.16 to Amendment No. 1 to FN Holdings' Registration Statement on Form
S-1 (File No. 333-21015)).
4.16 Agreement Regarding Contingent Litigation Recovery Participation
Interests, dated as of June 30, 1995, between California Federal Bank, A
Federal Savings Bank, and Chemical Trust Company of California, as
Interest Agent. (Incorporated by reference to Exhibit 4.17 to Amendment
No. 1 to FN Holdings' Registration Statement on Form S-1 (File No.
333-21015)).
4.17 Agreement regarding Secondary Contingent Litigation Recovery
Participation Interests, dated as of December 2, 1996, between
California Federal Bank, A Federal Savings Bank, and ChaseMellon
Shareholder Services, L.L.C., as Interest Agent. (Incorporated by
reference to Exhibit 4.18 to Amendment No. 1 to FN Holdings'
Registration Statement on Form S-1 (File No. 333-21015)).
4.18 Note Agreement Regarding $50,000,000 aggregate principal amount of
10.668% Senior Subordinated Notes Due 1998 of California Federal Bank, A
Federal Savings Bank. (Incorporated by reference to Exhibit 4.19 to
Amendment No. 1 to FN Holdings' Registration Statement on Form S-1 (File
No. 333-21015)).
<PAGE>
10.1 Tax Sharing Agreement, effective as of January 1, 1994, by and among
First Madison Bank, FSB, FN Holdings and Mafco Holdings, Inc.
(Incorporated by reference to Exhibit 10.10 to FN Holdings' Registration
Statement on Form S-1 (File No. 33-82654)).
10.2 Asset Purchase Agreement, dated as of April 14, 1994, between First
Madison Bank, FSB, and First Nationwide Bank, A Federal Savings Bank.
(Incorporated by reference to Exhibit 2.1 to FN Holdings' Current Report
on Form 8-K dated October 3, 1994.)
10.3 Amendment No. 1 to the Asset Purchase Agreement, dated as of September
30, 1994, between First Madison Bank, FSB, and First Nationwide Bank, A
Federal Savings Bank. (Incorporated by reference to Exhibit 2.3 to FN
Holdings' Current Report on Form 8-K dated October 3, 1994.)
10.4 Amendment No. 2 to the Asset Purchase Agreement, dated as of September
30, 1994, between First Madison Bank, FSB, and First Nationwide Bank, A
Federal Savings Bank. (Incorporated by reference to Exhibit 2.4 to FN
Holdings' Current Report on Form 8-K dated October 3, 1994.)
10.5 Exchange Agreement dated September 26, 1994 by and among Gerald J. Ford,
First Nationwide Holdings Inc. and NationsBank of Texas, N.A.
(Incorporated by reference to Exhibit 10.12 to Amendment No. 2 to FN
Holdings' Registration Statement on Form S-1 (File No. 33-82654)).
10.6 Exchange Agreement dated October 20, 1994 between Carl B. Webb and FN
Holdings. (Incorporated by reference to Exhibit 10.11 to FN Holdings'
Registration Statement on Form S-1 (File No. 333-00854)).
10.7 Stockholders Agreement dated October 3, 1994 by and among Gerald J.
Ford, FN Holdings and the Registrant. (Incorporated by reference to
Exhibit 10.16 to Amendment No. 2 to FN Holdings' Registration Statement
on Form S-1 (File No. 33-82654)).
10.8 Office Lease, dated as of November 15, 1990, between Webb/San Francisco
Ventures, Ltd. and First Nationwide Bank, A Federal Savings Bank.
Confidential treatment has been granted for portions of this document
(Incorporated by reference to Exhibit 10.6 to Amendment No. 3 to FN
Holdings' Registration Statement on Form S-1 (File No. 33-82654)).
10.9 Employment Agreement between First Nationwide Bank, A Federal Savings
Bank, and Gerald J. Ford, dated as of October 1, 1994. (Incorporated by
reference to Exhibit 10.13 to FN Holdings' Annual Report on Form 10-K
for the year ended December 31, 1994.)
10.10 Amendment to Employment Agreement between California Federal Bank, A
Federal Savings Bank, and Gerald J. Ford, dated as of January 1, 1998.
10.11 Employment Agreement between First Nationwide Bank, A Federal Savings
Bank, and Carl B. Webb, II, dated as of February 1, 1995. (Incorporated
by reference to Exhibit 10.14 to FN Holdings' Annual Report on Form 10-K
for the year ended December 31, 1994.)
10.12 Amendment to Employment Agreement, dated as of June 1, 1996, between
First Nationwide Bank, A Federal Savings Bank, and Carl B. Webb, II.
(Incorporated by reference to Exhibit 10.1 to FN Holdings' Current
Report on Form 8-K dated August 30, 1996 ( the "August 1996 Form 8-K")).
10.13 Employment Agreement dated as of January 1, 1998 between California
Federal Bank, A Federal Savings Bank, and Carl B. Webb II.
10.14 Employment Agreement, dated as of June 1, 1996, between First Nationwide
Bank, A Federal Savings Bank, and Christie S. Flanagan. (Incorporated by
reference to Exhibit 10.4 to the August 1996 Form 8-K.)
<PAGE>
10.15 Employment Agreement between First Nationwide Bank, A Federal Savings
Bank, and James R. Staff, dated as of February 1, 1995. (Incorporated by
reference to Exhibit 10.16 to FN Holdings' Annual Report on Form 10-K
for the year ended December 31, 1994.)
10.16 Amendment to Employment Agreement, dated as of June 1, 1996, between
First Nationwide Bank, A Federal Savings Bank, and James R. Staff.
(Incorporated by reference to Exhibit 10.3 to the August 1996 Form 8-K.)
10.17 Employment Agreement dated as of January 1, 1998 between California
Federal Bank, A Federal Savings Bank, and J. Randy Staff.
10.18 Employment Agreement between First Nationwide Bank, A Federal Savings
Bank, and Lacy G. Newman, Jr. dated as of February 1, 1995.
(Incorporated by reference to Exhibit 10.17 to FN Holdings' Registration
Statement on Form S-1 (File No. 333-00854)).
10.19 Amendment to Employment Agreement, dated as of June 1, 1996, between
First Nationwide Bank, A Federal Savings Bank, and Lacy G. Newman, Jr.
(Incorporated by reference to Exhibit 10.5 to the August 1996 Form 8-K.)
10.20 Employment Agreement dated as of January 1, 1998, between California
Federal Bank, A Federal Savings Bank, and Lacy G. Newman, Jr.
10.21 Employment Agreement between First Nationwide Bank, A Federal Savings
Bank, and Roger L. Gordon as of January 20, 1996. (Incorporated by
reference to Exhibit 10.15 to FN Holdings' Annual Report on Form 10-K
for the year ended December 31, 1995.)
10.22 Employment Agreement dated as of January 1, 1996, between First
Nationwide, A Federal Savings Bank and Richard P. Hodge. (Incorporated
by reference to Exhibit 10.16 to FN Holdings' Annual Report on Form 10-K
for the year ended December 31, 1995.)
10.23 Amendment to Employment Agreement, dated as of June 1, 1996, between
First Nationwide Bank, A Federal Savings Bank, and Richard P. Hodge
(Incorporated by reference to Exhibit 10.2 to the August 1996 Form 8-K.)
10.24 Employment Agreement between First Nationwide Mortgage Corporation, and
Walter C. Klein, Jr., dated as of January 8, 1996. (Incorporated by
reference to Exhibit 10.43 to Amendment No. 1 to FN Holdings'
Registration Statement on Form S-1 (File No. 333-21015)).
10.25 Amendment to Employment Agreement dated as of July 10, 1997, between
First Nationwide Mortgage Corporation and Walter C. Klein, Jr.
10.26 Post-Employment Consulting Agreement between California Federal Bank, A
Federal Savings Bank and Edward G. Harshfield, dated January 6, 1997.
(Incorporated by reference to Exhibit 10.44 to Amendment No. 1 to FN
Holdings' Registration Statement on Form S-1 (File No. 333-21015)).
10.27 Special Bonus Agreement, dated as of November 25, 1996, by and between
First Nationwide Holdings Inc. and Carl B. Webb. (Incorporated by
reference to Exhibit 10.22 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1996.)
10.28 Mortgage Company Asset Sale Agreement by and among Resolution Trust
Corporation as conservator for Standard Federal Savings Association,
America's Mortgage Servicing, Inc., A Mortgage Company, America's
Lending Network, Inc., and Stanfed Financial Services, Inc.; and First
Nationwide Mortgage Corporation dated as of December 1, 1994.
(Incorporated by reference to Exhibit 10.18 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1994.)
<PAGE>
10.29 Receivables Sale Agreement by and among Resolution Trust Corporation as
conservator for Standard Federal Savings Association, America's Mortgage
Servicing, Inc., A Mortgage Company, and America's Lending Network,
Inc.; and First Nationwide Mortgage Corporation, dated as of December 1,
1994. (Incorporated by reference to Exhibit 10.19 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1994.)
10.30 Purchase and Sale Agreement by and between Resolution Trust Corporation
in its corporate capacity and First Nationwide Mortgage Corporation,
dated as of December 1, 1994. (Incorporated by reference to Exhibit
10.20 to FN Holdings' Annual Report on Form 10-K for the year ended
December 31, 1994.)
10.31 Purchase and Sale Agreement by and among Resolution Trust Corporation as
receiver of or conservator for certain associations and First Nationwide
Mortgage Corporation, dated as of December 1, 1994. (Incorporated by
reference to Exhibit 10.21 to FN Holdings' Annual Report on Form 10-K
for the year ended December 31, 1994.)
10.32 Letter agreement between the Resolution Trust Corporation, as
conservator for Standard Federal Savings Association, et al., and First
Nationwide Mortgage Corporation, dated December 2, 1994, regarding the
Mortgage Company Asset Sale Agreement, Receivable Sales Agreement, and
two Purchase and Sales Agreements among such parties, dated as of
December 1, 1994. (Incorporated by reference to Exhibit 10.22 to FN
Holdings' Annual Report on Form 10-K for the year ended December 31,
1994.)
10.33 Letter agreement between the Resolution Trust Corporation, as
conservator for Standard Federal Savings Association, et al., and First
Nationwide Mortgage Corporation, dated February 23, 1995, regarding the
Mortgage Company Asset Sale Agreement, Receivable Sales Agreement, and
two Purchase and Sales Agreements among such parties, dated as of
December 1, 1994. (Incorporated by reference to Exhibit 10.23 to FN
Holdings' Annual Report on Form 10-K for the year ended December 31,
1994.)
10.34 Letter agreement between the Resolution Trust Corporation, as
conservator for Standard Federal Savings Association, et al., and First
Nationwide Mortgage Corporation, dated February 24, 1995, regarding the
Mortgage Company Asset Sale Agreement among such parties, dated as of
December 1, 1994. (Incorporated by reference to Exhibit 10.24 to FN
Holdings' Annual Report on Form 10-K for the year ended December 31,
1994.)
10.35 Letter agreement between the Resolution Trust Corporation, as
conservator for Standard Federal Savings Association, et al., and First
Nationwide Mortgage Corporation, dated February 28, 1995, regarding the
Mortgage Company Asset Sale Agreement among such parties, dated as of
December 1, 1994 (power of attorney matters). (Incorporated by reference
to Exhibit 10.25 to FN Holdings' Annual Report on Form 10-K for the year
ended December 31, 1994.)
10.36 Letter agreement between the Resolution Trust Corporation, as
conservator for Standard Federal Savings Association, et al., and First
Nationwide Mortgage Corporation, dated February 28, 1995, regarding the
Mortgage Company Asset Sale Agreement among such parties, dated as of
December 1, 1994 (amendments to schedules). (Incorporated by reference
to Exhibit 10.26 to FN Holdings' Annual Report on Form 10-K for the year
ended December 31, 1994.)
10.37 Agreement for Provision of Services between First Nationwide Bank, A
Federal Savings Bank and Trans Network Insurance Services, Inc. (then
named "First Gibraltar (Parent) Holdings Inc."), dated as of December 1,
1994. (Incorporated by reference to Exhibit 10.27 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1994.)
<PAGE>
10.38 Assignment from Trans Network Insurance Services Inc. to First
Nationwide Management Corp. of Agreement for Provision of Services.
(Incorporated by reference to Exhibit 10.37 to FN Holdings' Annual
Report on Form 10-K for the year ended December 31, 1995.)
10.39 Asset Purchase Agreement between Trans Network Insurance Services Inc.
and FNC Insurance Agency, Inc. dated effective June 1, 1995.
(Incorporated by reference to Exhibit 10.24 to Post-Effective Amendment
No. 1 to FN Holdings' Registration Statement on Form S-1 (File No. 33-
82654)).
10.40 Trans Network Marketing and Support Services Agreement between First
Nationwide Bank, A Federal Savings Bank, and Trans Network Insurance
Services Inc. dated effective June 1, 1995. (Incorporated by reference
to Exhibit 10.25 to Post-Effective Amendment No. 1 to FN Holdings'
Registration Statement on Form S-1 (File No. 33-82654)).
10.41 Amendment No. 2 to Lease between First Nationwide Bank, A Federal
Savings Bank, and RNM 135 Main, L.P. dated April 6, 1995. (Incorporated
by reference to Exhibit 10.26 to Post-Effective Amendment No. 1 to FN
Holdings' Registration Statement on Form S-1 (File No. 33-82654)).
10.42 Consulting Agreement between First Nationwide Management Corp. and
Gerald J. Ford dated as of October 1, 1994. (Incorporated by reference
to Exhibit 10.27 to Post-Effective Amendment No. 1 to FN Holdings'
Registration Statement on Form S-1 (File No. 33-82654)).
10.43 Amendment to Consulting Agreement between First Nationwide Management
Corp. and Gerald J. Ford, dated effective December 17, 1997.
10.44 First Amendment, dated as of January 1, 1995, by and among First
Nationwide Management Corp., Diamond A-Ford Corporation, Trans Network
Insurance Services, Inc. and Gerald J. Ford, supplementing the
Consulting Agreement between First Nationwide Management Corp. and
Gerald J. Ford dated as of October 1, 1994. (Incorporated by reference
to Exhibit 10.33 to FN Holdings' Registration Statement on Form S-1
(File No. 333-00854)).
10.45 Management Incentive Plan for Certain Employees of First Nationwide
Bank, A Federal Savings Bank. (Incorporated by reference to Exhibit
10.34 to FN Holdings' Registration Statement on Form S-1 (File No.
333-00854)).
10.46 Deferred Executive Compensation Program.
10.47 Reimbursement and Expense Allocation Agreement, dated as of January 1,
1996, by and between First Nationwide Management Corp. and FN Holdings.
(Incorporated by reference to Exhibit 10.35 to FN Holdings' Registration
Statement on Form S-1 (File No. 333-00854)).
10.48 Registration Agreement, dated September 13, 1996, among FN Holdings
Inc., First Nationwide Escrow Corp. and the initial purchasers named
therein relating to the 10 5/8% Notes. (Incorporated by reference to
Exhibit 4.20 to Amendment No. 1 to FN Holdings' Registration Statement
on Form S-1 (File No. 333-21015)).
10.49 Amended and Restated Agreement and Plan of Merger dated as of the 27th
day of July, 1996 by and among First Nationwide Holdings Inc., CFB
Holdings, Inc., Cal Fed Bancorp Inc. and California Federal Bank, A
Federal Savings Bank. (Incorporated by reference to Exhibit 2.1 to FN
Holdings' Registration Statement on Form S-1 (File No. 333-21015)).
10.50 Stock Option Agreement, dated as of February 4, 1998, by and between
Golden State Bancorp Inc. and First Nationwide (Parent) Holdings Inc.
(Incorporated by reference to Exhibit 99.1 to the February 1998 Form
8-K.)
10.51 Litigation Management Agreement, dated as of February 4, 1998, by and
among Golden State Bancorp Inc., Glendale Federal Bank, Federal Savings
Bank, California Federal Bank, A Federal Savings Bank, Stephen J.
Trafton and Richard A. Fink. (Incorporated by reference to Exhibit 99.2
to the February 1998 Form 8-K.)
12.1 Statement regarding the computation of ratio of earnings to combined
fixed charges and minority interest for the Registrant.
<PAGE>
21.1 Subsidiaries of the Registrant.
24.1 Power of Attorney executed by Ronald O. Perelman.
24.2 Power of Attorney executed by Howard Gittis.
27.1 Financial Data Schedule.
<PAGE>
AMENDMENT TO
EMPLOYMENT AGREEMENT
FIRST AMENDMENT dated December 17, 1997 to Employment Agreement, dated
as of October 1, 1994, between California Federal Bank, A Federal Savings
Bank (formerly known as First Nationwide Bank, A Federal Savings Bank) (the
"Company") and Gerald J. Ford (the "Executive").
WHEREAS, the parties entered into an Employment Agreement dated as of
October 1, 1994 (the "Employment Agreement"); and
WHEREAS, the parties wish to make certain amendments to the Employment
Agreement.
NOW THEREFORE, the parties agree as follows:
1. Section 3 is hereby amended by deleting "October 1, 1994 through
December 31, 1997" and inserting in lieu thereof "January 1, 1998 through
December 31, 2000".
2. Section 4(a) is hereby amended by deleting the number "$750,000" and
inserting in lieu thereof "$1,000,000".
3. Section 4(e) is hereby amended in its entirety by deleting the text
and inserting in lieu thereof the following:
"(e) Paid Time Off. During the Term, the Executive shall be
entitled to paid time off ("PTO") of five weeks taken in
accordance with the PTO policy of the Company during each
year of the Term."
<PAGE>
4. The parties agree that except as expressly amended hereby, the
Agreement as amended hereby shall be in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CALIFORNIA FEDERAL BANK,
A FEDERAL SAVINGS BANK
By: /s/ Carl B. Webb
----------------------------------
Carl B. Webb II
President and Chief operating
Officer
/s/ Gerald J. Ford
-------------------------------------
Gerald J. Ford
<PAGE>
Employment Agreement
EMPLOYMENT AGREEMENT, dated as of January 1, 1998, between California
Federal Bank, A Federal Savings Bank (the "Company") and Carl B. Webb II (the
"Executive").
The Company wishes to employ the Executive, and the Executive wishes to
accept such employment, on the terms and conditions set forth in this
Agreement.
Accordingly, the Company and the Executive hereby agree as follows:
1. Employment, Duties and Acceptance.
1.1 Employment. Duties. The Company hereby employs the Executive
for the Term (as defined in Section 2.1), to render exclusive (except as
otherwise provided herein) and full-time services to the Company as President
and Chief Operating Officer or in such other executive position as may be
mutually agreed upon by the Company and the Executive, and to perform such
other duties consistent with such position as may be assigned to the Executive
by the Board of Directors or any officer of the Company senior to the
Executive.
1.2 Acceptance. The Executive hereby accepts such employment and
agrees to render the services described above. During the Term, the Executive
agrees to serve the Company faithfully and to the best of the Executive's
ability, to devote the Executive's entire business time, energy and skill to
such employment, and to use the Executive's best efforts, skill and ability to
promote the Company's interests. The Executive further agrees to accept
election, and to serve during all or any part of the Term, as an officer or
director of the Company and of any subsidiary or affiliate of the Company,
without any compensation therefore other than that specified in this Agreement,
if elected to any such position by the shareholders or by the Board of
Directors of the Company or of any subsidiary or affiliate, as the case may be.
The Executive hereby represents and warrants that the Executive is not subject
to any other agreement, including without limitation any agreement not to
compete or confidentiality agreement, which would be violated by the
Executive's performance of services hereunder.
1.3 Location. The duties to be performed by the Executive
hereunder shall be performed primarily at the office of the Company in San
Francisco, California subject to reasonable travel requirements on behalf of
the Company.
2. Term of Employment; Certain Post-Term Benefits.
2.1 The Term. The term of the Executive's employment under this
Agreement (the "Term") shall commence January 1, 1998 and shall end on December
31, 2000.
<PAGE>
2.2 Special Curtailment. The Term shall end earlier than the
original December 31, 2000 termination date provided in Section 2.1 if sooner
terminated pursuant to Section 4. Non-extension of the Term shall not be deemed
to be a wrongful termination of the Term or this Agreement by the Company
pursuant to Section 4.4.
3. Compensation; Benefits.
3.1 Salary. As compensation for all services to be rendered
pursuant to this Agreement, the Company agrees to pay the Executive during the
Term a base salary, payable semi-monthly in arrears, at the annual rate of not
less than $1,200,000, less such deductions or amounts to be withheld as
required by applicable law and regulations (the "Base Salary"). In the event
that the Company, in its sole discretion, from time to time determines to
increase the Base Salary, such increased amount shall, from and after the
effective date of the increase, constitute "Base Salary" for purposes of this
Agreement.
3.2 Business Expenses. The Company shall pay or reimburse the
Executive for all reasonable expenses actually incurred or paid by the
Executive during the Term in the performance of the Executive's services under
this Agreement, upon presentation of expense statements or vouchers or such
other supporting information as the Company customarily may require of its
officers provided, however that the maximum amount available for such expenses
during any period may be fixed in advance by the Chairman or the Board of
Directors. The Company acknowledges that the Executive shall be permitted to
travel first class when traveling on behalf of the Company.
3.3 Paid Time Off. During the Term, the Executive shall be
entitled to paid time off ("PTO") of five weeks taken in accordance with the
PTO policy of the Company during each year of the Term.
3.4 Fringe Benefits. During the Term, the Executive shall be
entitled to all benefits for which the Executive shall be eligible under any
qualified pension plan, 401(k) plan, group insurance or other so-called
"fringe" benefit plan which the Company provides to its employees generally,
together with executive medical benefits for the Executive, the Executive's
spouse and the Executive's children as from time to time in effect for officers
of the Company generally.
3.5 Additional Benefits. During the Term, the Executive shall be
entitled to such other benefits as are specified in Appendix I to this
Agreement.
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4. Termination.
4.1 Death. If the Executive shall die during the Term, the Term
shall terminate and no further amounts or benefits shall be payable hereunder,
except that the Executive's legal representatives shall be entitled to receive
continued payments in an amount equal to 60% of the Base Salary, in the manner
specified in Section 3.1, until the end of the Term.
4.2 Disability. If during the Term the Executive shall become
physically or mentally disabled, whether totally or partially, such that the
Executive is unable to perform the Executive's services hereunder for (i) a
period of six consecutive months or (ii) for shorter periods aggregating six
months during any twelve month period, the Company may at any time after the
last day of the six consecutive months of disability or the day on which the
shorter periods of disability shall have equaled an aggregate of six months, by
written notice to the Executive (but before the Executive has recovered from
such disability), terminate the Term and no future amounts or benefits shall be
payable hereunder, except that the Executive shall be entitled to receive (i)
continued payments in an amount equal to 60% of the Base Salary, in the manner
specified in Section 3.1, until the end of the Term and (ii) such amounts and
benefits, if any, specified in Paragraph 5 of Appendix I. If the Executive
shall die before receiving all payments to be made by the Company in accordance
with the foregoing, such payments shall be made to a beneficiary designated by
the Executive on a form prescribed for such purpose by the Company, or in the
absence of such designation to the Executive's legal representative.
4.3 Cause. In the event of gross neglect by the Executive of the
Executive's duties hereunder, conviction of the Executive of any felony,
conviction of the Executive of any lesser crime or offense involving the
property of the Company or any of its subsidiaries or affiliates, willful
misconduct by the Executive in connection with the performance of any material
portion of the Executive's duties hereunder, breach by the Executive of any
material provision of this Agreement, the Company's employment policies,
including the Code of Ethics, or any other conduct on the part of the Executive
which would make the Executive's continued employment by the Company materially
prejudicial to the best interests of the Company, the Company may at any time
by written notice to the Executive terminate the Term and, upon such
termination, this Agreement shall terminate and the Executive shall be entitled
to receive no further amounts or benefits hereunder, except any as shall have
been earned to the date of such termination. Termination for cause under the
foregoing sentence shall also include the bases therefore set forth in the
provisions of 12 C.F.R. Section 563.39(b)(l) or successor regulation defining
termination for cause in employment agreements for employees of a savings
association.
4.4 Company Breach. In the event of (a) the breach of any material
provision of this Agreement by the Company, (b) the assignment to Executive of
duties materially inconsistent with his status as President and Chief Operating
Officer of the Company or an adverse alteration in the nature of Executive's
responsibilities or (c) a reduction by the Company
3
<PAGE>
in the Executive's Base Salary or bonus or a failure by the Company to pay any
such amounts when due, the Executive shall be entitled to terminate the Term
upon 60 days' prior written notice to the Company. Upon such termination, or in
the event the Company terminates the Term or this Agreement other than pursuant
to the provisions of Section 4.2 or 4.3, the Company shall continue to provide
the Executive (i) payments of Base Salary in the manner and amounts specified
in section 3.1 and (ii) fringe benefits and additional benefits in the manner
and amounts specified in Sections 3.4 and 3.5, until the end of the Term (the
"Damage Period"). The Company's obligations pursuant to this Section 4.4 are
subject to the Executive's duty to mitigate damages by seeking other employment
provided, however, that the Executive shall not be required to accept a
position of lesser importance or of substantially different character than the
position held with the Company immediately prior to the effective date of
termination or in a location outside of the Dallas, Texas metropolitan area. To
the extent that the Executive shall earn compensation during the Damage Period
(without regard to when such compensation is paid), the Base Salary payments to
be made by the Company pursuant to this Section 4.4 shall be correspondingly
reduced.
Notwithstanding anything in this Section 4.4 to the contrary, the total of all
post-termination Base Salary payments to be made under this Section 4.4 shall
not be less than the Executive's annual Base Salary at the date of termination.
At the end of the Term the Company shall pay to Executive, subject to
applicable withholding requirements, the amount due under the preceding
sentence in a lump sum payment. Executive waives any right to compensation
under any Company severance program applicable to the Executive (other than the
Management Incentive Program and the Deferred Executive Compensation Program).
4.5 Termination Under Banking Laws.
4.5.1 If the Executive is suspended or temporarily prohibited from
participating in the conduct of the Company's affairs by a notice served under
Section 8(e)(3) or (g)(1) of Federal Deposit Insurance Act (the "FDIA") (12
U.S.C. 1818(e)(3) and (g)(1)) the Company's obligations under this Agreement
shall be suspended as of the date of service unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Company may in its
discretion (i) pay the Executive all or part of the compensation withheld while
its obligations hereunder were suspended, and (ii) reinstate (in whole or in
part) any of its obligations which were suspended.
4.5.2 If the Executive is removed or permanently prohibited from
participating in the conduct of the Company's affairs by an order issued under
Section 8(e)(4) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(4) or (g)( 1)), all
obligations of the Company under this Agreement shall terminate as of the
effective date of the order, but vested rights of the contracting parties shall
not be affected.
4
<PAGE>
4.5.3 if the Company is in default (as defined in Section 3(x)(1)
of the FDIA), all obligations under this Agreement shall terminate as of the
date of default. but this Section 4.5.3 shall not affect any vested rights of
the Company or of the Executive.
4.5.4 All obligations of the Company under this Agreement may be
terminated, except to the extent determined that continuation of this Agreement
is necessary for the continued operation of the Company, (i) by the Director of
the Office of Thrift Supervision (the "Director") or his or her designee, at
the time Federal Deposit Insurance Corporation or Resolution Trust Corporation
enters into an agreement to provide assistance to or on behalf of the Company
under the authority contained in Section 13(c) of the FDIA; or (ii) by the
Director or his or her designee, at the time the Director or his or her
designee approves a supervisory merger to resolve problems related to
operations of the Company or when the Company is determined by the Director to
be in an unsafe or unsound condition. Any rights of the parties that have
already vested, however, shall not be affected by such action.
4.6 Litigation Expenses. Except as provided for in Section 5.7, if
the Company and the Executive become involved in any action, suit or proceeding
relating to the alleged breach of this Agreement by the Company or the
Executive, and if a judgment in such action, suit or proceeding is rendered in
favor of the Executive, the Company shall reimburse the Executive for all
expenses (including reasonable attorneys' fees) incurred by the Executive in
connection with such action, suit or proceeding. Such costs shall be paid to
the Executive promptly upon presentation of expense statements or other
supporting information evidencing the incurrence of such expenses.
5. Protection of Confidential Information; Non-Competition.
5.1 In view of the fact that the Executive's work for the Company
will bring the Executive into close contact with many confidential affairs of
the Company not readily available to the public, and plans for future
developments, the Executive agrees:
5.1.1 To keep and retain in the strictest confidence all
confidential matters of the Company, including, without limitation, "know how",
trade secrets, customer lists, pricing policies, operational methods, technical
processes, formulae, inventions and research projects, other business affairs
of the Company, and any information whatsoever concerning any director,
officer, employee or agent of the Company or their respective family members
leamed by the Executive heretofore or hereafter, and not to disclose them to
anyone outside of the Company, either during or after the Executive's
employment with the Company, except in the course of performing the Executive's
duties hereunder or with the Company's express written consent. The foregoing
prohibitions shall include, without limitation, directly or indirectly
publishing (or causing, participating in, assisting or providing any statement,
opinion or information in connection with the publication of) any diary,
memoir, letter, story, photograph, interview, article, essay, account or
description (whether fictionalized or not) concerning any of the
5
<PAGE>
foregoing, publication being deemed to include any presentation or reproduction
of any written, verbal or visual material in any communication medium,
including any book, magazine, newspaper, theatrical production or movie, or
television or radio programing or commercial; and
5.1.2 To deliver promptly to the Company on termination of the
Executive's employment by the Company, or at any time the Company may so
request, all memoranda, notes, records, reports, manuals, drawings, blueprints
and other documents (and all copies thereof) relating to the Company's business
and all property associated therewith, which the Executive may then possess or
have under the Executive's control.
5.2 During the Term, the Executive shall not, directly or
indirectly, enter the employ of, or render any services to, any person, firm or
corporation engaged in any business competitive with the business of the
Company or of any of its subsidiaries or affiliates; the Executive shall not
engage in such business on the Executive's own account; and the Executive shall
not become interested in any such business, directly or indirectly, as an
individual, partner, shareholder, director, officer, principal, agent,
employee, trustee, consultant, or in any other relationship or capacity
provided, however that nothing contained in this Section 5.2 shall be deemed to
prohibit the Executive from acquiring, solely as an investment, up to five
percent (5%) of the outstanding shares of capital stock of any public
corporation.
5.3 If the Executive commits a breach, or threatens to commit a
breach, of any of the provisions of Sections 5.1 or 5.2 hereof, the Company
shall have the following rights and remedies:
5.3.1 The right and remedy to have the provisions of this
Agreement specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach or threatened breach will
cause irreparable injury to the Company and that money damages will not provide
an adequate remedy to the Company; and
5.3.2 The right and remedy to require the Executive to account for
and pay over to the Company all compensation, profits, monies, accruals,
increments or other benefits (collectively "Benefits") derived or received by
the Executive as the result of any transactions constituting a breach of any of
the provisions of the preceding paragraph, and the Executive hereby agrees to
account for and pay over such Benefits to the Company.
Each of the rights and remedies enumerated above shall be independent of the
other, and shall be severally enforceable, and all of such rights and remedies
shall be in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or in equity.
6
<PAGE>
5.4 If any of the covenants contained in Sections 5.1 or 5.2, or
any part thereof. hereafter are construed to be invalid or unenforceable, the
same shall not affect the remainder of the covenant or covenants, which shall
be given full effect, without regard to the invalid portions.
5.5 If any of the covenants contained in Sections 5.1 or 5.2, or
any part thereof, are held to be unenforceable because of the duration of such
provision or the area covered thereby, the parties agree that the court making
such determination shall have the power to reduce the duration and/or area of
such provision and in its reduced form, said provision shall then be
enforceable.
5.6 The parties hereto intend to and hereby confer jurisdiction to
enforce the covenants contained in Sections 5.1 and 5.2 upon the courts of any
state within the geographical scope of such covenants. In the event that the
courts of any one or more of such states shall hold such covenants wholly
unenforceable by reason of the breadth of such covenants or otherwise, it is
the intention of the parties hereto that such determination not bar or in any
way affect the Company's right to the relief provided above in the courts of
any other states within the geographical scope of such covenants as to breaches
of such covenants in such other respective jurisdictions, the above covenants
as they relate to each state being for this purpose severable into diverse and
independent covenants.
5.7 In the event that any action, suit or other proceeding in law
or in equity is brought to enforce the covenants contained in sections 5.1 and
5.2 or to obtain money damages for the breach thereof, and such action results
in the award of a judgment for money damages or in the granting of any
injunction in favor of the Company, all expenses (including reasonable
attorneys' fees) of the Company in such action, suit or other proceeding shall
(on demand of the Company) be paid by the Executive. In the event the Company
fails to obtain a judgment for money damages or an injunction in favor of the
Company, all expenses (including reasonable attorneys' fees) of the Executive
in such action, suit or other proceeding shall (on demand of the Executive) be
paid by the Company.
6. Inventions and Patents.
6.1 The Executive agrees that all processes, techhologies and
inventions (collectively, "Inventions"), including new contributions,
improvements, ideas and discoveries, whether patentable or not, conceived,
developed, invented or made by him during the Term shall belong to the Company,
provided that such inventions grew out of the Executive's work with the Company
or any of its subsidiaries or affiliates, are related in any manner to the
business (commercial or experimental) of the Company or any of its subsidiaries
or affiliates or are conceived or made on the Company's time or with the use of
the Company's facilities or materials. The Executive shall further: (a)
promptly disclose such Inventions to the Company; (b) assign to the Company,
without additional compensation, all patent and other rights to such
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Inventions for the United States and foreign countries; (c) sign all papers
necessary to carry out the foregoing; and (d) give testimony in support of the
Executive's inventorship.
6.2 If any Invention is described in a patent application or is
disclosed to third parties, directly or indirectly, by the Executive within two
years after the termination of the Executive's employment by the Company, it is
to be presumed that the Invention was conceived or made during the Term.
6.3 The Executive agrees that the Executive will not assert any
rights to any Invention as having been made or acquired by the Executive prior
to the date of this Agreement, except for Inventions, if any, disclosed to the
company in writing prior to the date hereof.
7. Intellectual Property.
The Company shall be the sole owner of all the products and
proceeds of the Executive's services hereunder, including, but not limited to,
all materials, ideas, concepts, formats, suggestions, developments,
arrangements, packages, programs and other intellectual properties that the
Executive may acquire, obtain, develop or create in connection with and during
the Term, free and clear of any claims by the Executive (or anyone claiming
under the Executive) of any kind or character whatsoever (other than the
Executive's right to receive payments hereunder). The Executive shall, at the
request of the Company, execute such assignments, certificates or other
instruments as the Company may from time to time deem necessary or desirable to
evidence, establish, maintain, perfect, protect, enforce or defend its right,
title or interest in or to any such properties.
8. Indemnification.
The Company will indemnify the Executive, to the maximum extent
permitted by applicable law, against all costs, charges and expenses incurred
or sustained by the Executive in connection with any action, suit or proceeding
to which the Executive may be made a party by reason of the Executive being an
officer, director or employee of the Company or of any subsidiary or affiliate
of the Company.
9. Notices.
All notices, requests, consents and other communications required
or permitted to be given hereunder shall be in writing and shall be deemed to
have been duly given if delivered personally, sent by overnight courier or
mailed first class, postage prepaid, by registered or certified mail (notices
mailed shall be deemed to have been given on the date mailed), as follows (or
to such other address as either party shall designate by notice in writing to
the other in accordance herewith):
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If to the Company, to:
California Federal Bank, A Federal Savings Bank
200 Crescent Court; Suite 1350
Dallas, Texas 75201
Attention: Gerald J. Ford
with a copy to:
MacAndrews & Forbes Holdings Inc.
35 East 62nd Street
New York, New York 10021
Attention: General Counsel
If to the Executive, to:
Carl B. Webb II
c/o California Federal Bank, A Federal Savings Bank
135 Main Street, 20th Floor
San Francisco, California 94105
10. General
10.1 This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely in New York.
10.2 The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
10.3 This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof, including but not limited to, that
employment agreement between the Executive and the Company dated February 1,
1995. No representation, promise or inducement has been made by either party
that is not embodied in this Agreement, and neither party shall be bound by or
liable for any alleged representation promise or inducement not so set forth.
10.4 This Agreement, and the Executive's rights and obligations
hereunder, may not be assigned by the Executive. The Company may assign its
rights, together with its obligations, hereunder (i) to any affiliate which has
the financial resources to meet the Company's obligations hereunder or (ii) to
third parties in connection with any sale, transfer or
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other disposition of all or substantially all of its business or assets; in any
event the obligations of the Company hereunder shall be binding on its
successors or assigns, whether by merger, consolidation or acquisition of all
or substantially all of its business or assets.
10.5 This Agreement may be amended, modified, superseded,
canceled, renewed or extended and the terms or covenants hereof may be waived,
only by a written instrument executed by both of the parties hereto, or in the
case of a waiver, by the party waiving compliance. The failure of either party
at any time or times to require performance of any provision hereof shall in no
manner affect the right at a later time to enforce the same. No waiver by
either party of the breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this Agreement.
11. Subsidiaries and Affiliates.
11.1 As used herein, the term "subsidiary" shall mean any
corporation or other business entity controlled directly or indirectly by the
corporation or other business entity in question, and the term "affiliate"
shall mean and include any corporation or other business entity directly or
indirectly controlling, controlled by or under common control with the
corporation or other business entity in question.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
CALIFORNIA FEDERAL BANK
A Federal Savings Bank
By: /s/ Gerald J. Ford
------------------------------
Gerald J. Ford
Chairman of the Board
/s/ Carl B. Webb II
------------------------------
Carl B. Webb II
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APPENDIX I
Additional Benefits:
1. Medical Examination. The Executive shall be reimbursed
by the Company for the reasonable cost of one annual medical examination upon
presentation of an expense statement.
2. Automobile. The Company shall afford the Executive the
right to use an automobile on a continuing basis and shall provide garaging
near the Executive's office, all on the following basis. The Company shall pay,
upon presentation of an expense statement, all reasonable expenses associated
with the operation of such automobile and the rental of such garage space in
the same manner as is, from time to time, in effect with respect to executive
officers of the Company generally, including, without limitation, all
reasonable maintenance and insurance expenses. The automobile furnished by the
Company shall be a late model top-of-the- line luxury automobile to be
reasonably selected by the Executive. Upon the expiration of the Term, the
Executive promptly shall return the automobile to the Company.
3. Insurance. The Company agrees to provide the Executive
with additional life insurance coverage with a face amount of two (2) times the
then current Base Salary, on the following basis. The Executive may select a
Massachusetts Mutual split dollar insurance plan of his choice and may
designate the beneficiary of such plan. The Company shall pay, upon
presentation of an expense statement, the periodic premiums relating to such
additional life insurance payable during the Term.
4. Club Membership. The company shall reimburse the
Executive, upon presentation of an expense statement, for all reasonable
initiation fees and periodic dues for membership in a golf or social club of
the Executive's choice.
5. Disability. If the Company elects to terminate the
Term pursuant to Section 4.2 of the Agreement, in addition to the amounts
payable under such Section, for the shorter of the period the Executive
remains disabled or until the Executive has attained the age of 65, the
Company shall continue to provide benefits for the Executive under the
corporate group life insurance plan and for the Executive, his spouse and
children under the corporate group medical (including the executive medical
plan) insurance plan, to the extent permitted by such plans and to the extent
such benefits continue to be provided to the Company's employees or
officers, as applicable, generally.
6. Management Incentive Plan. The Executive shall be eligible
to participate in the First Nationwide Holdings Inc. Management Incentive Plan
and has been granted 500 units thereunder. Participation shall be subject to
the terms of the Plan. In the event that the Term of
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the Agreement is terminated pursuant to Section 4.4 hereof; the Executive's
interest in such plan shall become fully vested.
7. Sale of Residence. Upon any termination of this Agreement for
any reason other than for "Cause" as set forth in Section 4.3 of this Agreement
or Termination under Banking Laws as set forth in Section 4.5 of this
Agreement, if Executive is unable to sell his residence in the San Francisco,
California metropolitan area within ninety (90) days at a sales price net to
the Executive at least equal to Executive's cost basis in such residence, the
Company shall purchase such residence. Any purchase by the Company pursuant to
this paragraph shall be at a price equal to the cost basis in such residence.
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Employment Agreement
EMPLOYMENT AGREEMENT, dated as of January 1, 1998, between California
Federal Bank, a Federal Savings Bank (the "Company") and J. Randy Staff (the
"Executive").
The Company wishes to employ the Executive, and the Executive wishes to
accept such employment, on the terms and conditions set forth in this
Agreement.
Accordingly, the Company and the Executive hereby agree as follows:
Employment, Duties and Acceptance.
1.1 Employment, Duties. The Company hereby employs the Executive
for the Term (as defined in Section 2.1), to render exclusive (except as
otherwise provided herein) and full-time services to the Company as Executive
Vice President or in such other executive position as may be mutually agreed
upon by the Company and the Executive, and to perform such other duties
consistent with such position as may be assigned to the Executive by the Board
of Directors or any officer of the Company senior to the Executive.
1.2 Acceptance. The Executive hereby accepts such employment and
agrees to render the services described above. During the Term, the Executive
agrees to serve the Company faithfully and to the best of the Executive's
ability, to devote the Executive's entire business time, energy and skill to
such employment, and to use the Executive's best efforts, skill and ability to
promote the Company's interests. The Executive further agrees to accept
election, and to serve during all or any part of the Term, as an officer or
director of the Company and of any subsidiary or affiliate of the Company,
without any compensation therefor other than that specified in this Agreement,
if elected to any such position by the shareholders or by the Board of
Directors of the Company or of any subsidiary or affiliate, as the case may be.
Notwithstanding the foregoing and other provisions of this Agreement, the
Company acknowledges that the Executive has ownership interests in and serves
as an officer and/or director of Ganado Bancshares, Inc. and American Bank,
N.A., and is a director of Citizens State Bank, Johnson County, Texas. The
Executive shall be permitted to maintain such ownership interests and positions
so long as they do not interfere in any material way with the Executive's
duties hereunder. The Executive hereby represents and warrants that the
Executive is not subject to any other agreement, including without limitation,
any agreement not to compete or confidentiality agreement, which would be
violated by the Executive's performance of services hereunder.
1.3 Location. The duties to be performed by the Executive
hereunder shall be performed primarily at the office of the Company in Dallas,
Texas, with up to one week per month at the office of the Company in San
Francisco, California, in each case subject to reasonable other travel
requirements on behalf of the Company.
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2. Term of Employment; Certain Post-Term Benefits.
2.1 The Term. The term of the Executive's employment under this
Agreement (the "Term") shall commence January 1, 1998 and shall end on December
31, 2000.
2.2 Special Curtailment. The Term shall end earlier than the
original December 31, 2000 termination date provided in Section 2.1 if sooner
terminated pursuant to Section 4. Non-extension of the Term shall not be deemed
to be a wrongful termination of the Term or this Agreement by the Company
pursuant to Section 4.4.
3. Compensation; Benefits.
3.1 Salary. As compensation for all services to be rendered
pursuant to this Agreement, the Company agrees to pay the Executive during the
Term a base salary, payable semi-monthly in arrears, at the annual rate of not
less than $700,000, less such deductions or amounts to be withheld as required
by applicable law and regulations (the "Base Salary"). In the event that the
Company, in its sole discretion, from time to time determines to increase the
Base Salary, such increased amount shall, from and after the effective date of
the increase, constitute "Base Salary" for purposes of this Agreement.
3.2 Business Expenses. The Company shall pay or reimburse the
Executive for all reasonable expenses actually incurred or paid by the
Executive during the Term in the performance of the Executive's services under
this Agreement, upon presentation of expense statements or vouchers or such
other supporting information as the Company customarily may require of its
officers provided, however, that the maximum amount available for such expenses
during any period may be fixed in advance by the Chairman or Vice Chairman of
the Board of Directors, the President of the Company, or the Board of
Directors. The Company acknowledges that the Executive shall be permitted to
travel first class when traveling on behalf of the Company.
3.3 Paid Time Off. During the Term, the Executive shall be
entitled to paid time off ("PTO") of five weeks taken in accordance with the
PTO policy of the Company during each year of the Term.
3.4 Fringe Benefits. During the Term, the Executive shall be
entitled to all benefits for which the Executive shall be eligible under any
qualified pension plan, 401(k) plan, group insurance or other so-called
"fringe" benefit plan which the Company provides to its employees generally,
together with executive medical benefits for the Executive, the Executive's
spouse and the Executive's children as from time to time in effect for officers
of the Company generally.
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3.5 Additional Benefits. During the Term, the Executive shall
be entitled to such other benefits as are specified in Appendix I to this
Agreement.
4. Termination.
4.1 Death. If the Executive shall die during the Term, the Term
shall terminate and no further amounts or benefits shall be payable hereunder,
except that the Executive's legal representatives shall be entitled to receive
continued payments in an amount equal to 60% of the Base Salary, in the manner
specified in Section 3.1, until the end of the Term (as in effect immediately
prior to the Executive's death).
4.2 Disability. If during the Term the Executive shall become
physically or mentally disabled, whether totally or partially, such that the
Executive is unable to perform the Executive's services hereunder for (i) a
period of six consecutive months or (ii) for shorter periods aggregating six
months during any twelve month period, the Company may at any time after the
last day of the six consecutive months of disability or the day on which the
shorter periods of disability shall have equaled an aggregate of six months, by
written notice to the Executive (but before the Executive has recovered from
such disability), terminate the Term and no further amounts or benefits shall
be payable hereunder, except that the Executive shall be entitled to receive
(i) continued payments in an amount equal to 60% of the Base Salary, in the
manner specified in Section 3.1, until the end of the Term and (ii) such
amounts and benefits, if any, specified in Paragraph 5 of Appendix I. If the
Executive shall die before receiving all payments to be made by the Company in
accordance with the foregoing, such payments shall be made to a beneficiary
designated by the Executive on a form prescribed for such purpose by the
Company, or in the absence of such designation to the Executive's legal
representative.
4.3 Cause. In the event of gross neglect by the Executive of the
Executive's duties hereunder, conviction of the Executive of any felony,
conviction of the Executive of any lesser crime or offense involving the
property of the Company or any of its subsidiaries or affiliates, willful
misconduct by the Executive in connection with the performance of any material
portion of the Executive's duties hereunder, breach by the Executive of any
material provision of this Agreement, the Company's employment policies
including the Code of Ethics, or any other conduct on the part of the Executive
which would make the Executive's continued employment by the Company materially
prejudicial to the best interests of the Company, the Company may at any time
by written notice to the Executive terminate the Term and, upon such
termination, this Agreement shall terminate and the Executive shall be entitled
to receive no further amounts or benefits hereunder, except any as shall have
been earned to the date of such termination. Termination for cause under the
foregoing sentence shall also include the bases therefore set forth in the
provisions of 12 C.F.R. Section 563.39(b)(1) or successor regulation defining
termination for cause in employment agreements for employees of a savings
association.
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4.4 Company Breach. In the event of (a) the breach of any material
provision of this Agreement by the Company, (b) the assignment to Executive of
duties materially inconsistent with his status as Executive Vice President of
the Company or an adverse alteration in the nature of Executive's
responsibilities or (c) a reduction by the Company in the Executive's Base
Salary or bonus or a failure by the Company to pay any such amounts when due,
the Executive shall be entitled to terminate the Term upon 60 days' prior
written notice to the Company. Upon such termination, or in the event the
Company terminates the Term or this Agreement other than pursuant to the
provisions of Section 4.2 or 4.3, the Company shall continue to provide the
Executive (i) payments of Base Salary in the manner and amounts specified in
section 3.1 and (ii) fringe benefits and additional benefits in the manner and
amounts specified in Sections 3.4 and 3.5, until the end of the Term (the
"Damage Period"). The Company's obligations pursuant to this Section 4.4 are
subject to the Executive's duty to mitigate damages by seeking other employment
provided, however, that the Executive shall not be required to accept a
position of lesser importance or of substantially different character than the
position held with the Company immediately prior to the effective date of
termination or in a location outside of the Dallas, Texas metropolitan area. To
the extent that the Executive shall earn compensation during the Damage Period
(without regard to when such compensation is paid), the Base Salary payments to
be made by the Company pursuant to this Section 4.4 shall be correspondingly
reduced.
Notwithstanding anything in this Section 4.4 to the contrary, the total of all
post-termination Base Salary payments to be made under this Section 4.4 shall
not be less than the Executive's annual Base Salary at the date of termination.
At the end of the Term the Company shall pay to Executive, subject to
applicable withholding requirements, the amount due under the preceding
sentence in a lump sum payment. Executive waives any right to compensation
under any Company severance program applicable to the Executive (other than the
Management Incentive Program and the Deferred Executive Compensation Program).
4.5 Termination Under Banking Laws.
4.5.1 If the Executive is suspended or temporarily prohibited from
participating in the conduct of the Company's affairs by a notice served under
Section 8(e)(3) or (g)(1) of Federal Deposit Insurance Act (the "FDIA")
(12 U.S.C. Section 1818(e)(3) and (g)(1)) the Company's obligations under this
Agreement shall be suspended as of the date of service unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the
Company may in its discretion (i) pay the Executive all or part of the
compensation withheld while its obligations hereunder were suspended, and
(ii) reinstate (in whole or in part) any of its obligations which were
suspended.
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4.5.2 If the Executive is removed or permanently prohibited from
participating in the conduct of the Company's affairs by an order issued under
Section 8(e)(4) or (g)(1) of the FDIA (12 U.S.C. Section 1818(e)(4) or (g)(l)),
all obligations of the Company under this Agreement shall terminate as of the
effective date of the order, but vested rights of the contracting parties shall
not be affected.
4.5.3 If the Company is in default (as defined in Section 3(x)(1)
of the FDIA), all obligations under this Agreement shall terminate as of the
date of default, but this Section 4.5.3 shall not affect any vested rights of
the Company or of the Executive.
4.5.4 All obligations of the Company under this Agreement may be
terminated, except to the extent determined that continuation of this Agreement
is necessary for the continued operation of the Company, (i) by the Director of
the Office of Thrift Supervision (the "Director") or his or her designee, at
the time Federal Deposit Insurance Corporation or Resolution Trust Corporation
enters into an agreement to provide assistance to or on behalf of the Company
under the authority contained in Section 13(c) of the FDIA; or (ii) by the
Director or his or her designee, at the time the Director or his or her
designee approves a supervisory merger to resolve problems related to
operations of the Company or when the Company is determined by the Director to
be in an unsafe or unsound condition. Any rights of the parties that have
already vested, however, shall not be affected by such action.
4.6 Litigation Expenses. Except as provided for in Section 5.7. if
the Company and the Executive become involved in any action, suit or proceeding
relating to the alleged breach of this Agreement by the Company or the
Executive, and if a judgment in such action, suit or proceeding is rendered in
favor of the Executive, the Company shall reimburse the Executive for all
expenses (including reasonable attorneys' fees) incurred by the Executive in
connection with such action, suit or proceeding. Such costs shall be paid to
the Executive promptly upon presentation of expense statements or other
supporting information evidencing the incurrence of such expenses.
5. Protection of Confidential Information; Non-Competition.
5.1 In view of the fact that the Executive's work for the Company
will bring the Executive into close contact with many confidential affairs of
the Company not readily available to the public, and plans for future
developments, the Executive agrees:
5.1.1 To keep and retain in the strictest confidence all
confidential matters of the Company, including, without limitation, "know how",
trade secrets, customer lists, pricing policies, operational methods, technical
processes, formulae, inventions and research projects, other business affairs
of the Company, and any information whatsoever concerning any director,
officer, employee or agent of the Company or their respective family members
learned by the Executive heretofore or hereafter, and not to disclose them to
anyone outside of the Company,
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either during or after the Executive's employment with the Company, except in
the course of performing the Executive's duties hereunder or with the Company's
express written consent. The foregoing prohibitions shall include, without
limitation, directly or indirectly publishing (or causing, participating in,
assisting or providing any statement, opinion or information in connection with
the publication of) any diary, memoir, letter, story, photograph, interview,
article, essay, account or description (whether fictionalized or not)
concerning any of the foregoing, publication being deemed to include any
presentation or reproduction of any written, verbal or visual material in any
communication medium, including any book, magazine, newspaper, theatrical
production or movie, or television or radio programming or commercial; and
5.1.2 To deliver promptly to the Company on termination of the
Executive's employment by the Company, or at any time the Company may so
request, all memoranda, notes, records, reports, manuals, drawings, blueprints
and other documents (and all copies thereof) relating to the Company's business
and all property associated therewith, which the Executive may then possess or
have under the Executive's control.
5.2 During the Term, the Executive shall not, directly or
indirectly, enter the employ of, or render any services to, any person, firm or
corporation engaged in any business competitive with the business of the
Company or of any of its subsidiaries or affiliates; the Executive shall not
engage in such business on the Executive's own account; and the Executive shall
not become interested in any such business, directly or indirectly, as an
individual, partner, shareholder, director, officer, principal, agent,
employee, trustee, consultant, or in any other relationship or capacity
provided, however, that nothing contained in this Section 5.2 shall be deemed
to prohibit the Executive from acquiring, solely as an investment, up to five
percent (5%) of the outstanding shares of capital stock of any public
corporation.
5.3 If the Executive commits a breach, or threatens to commit a
breach, of any of the provisions of Sections 5.1 or 5.2 hereof, the Company
shall have the following rights and remedies:
5.3.1 The right and remedy to have the provisions of this
Agreement specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach or threatened breach will
cause irreparable injury to the Company and that money damages will not provide
an adequate remedy to the Company; and
5.3.2 The right and remedy to require the Executive to account for
and pay over to the Company all compensation, profits, monies, accruals,
increments or other benefits (collectively "Benefits") derived or received by
the Executive as the result of any transactions constituting a breach of any of
the provisions of the preceding paragraph, and the Executive hereby agrees to
account for and pay over such Benefits to the Company.
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Each of the rights and remedies enumerated above shall be independent of the
other, and shall be severally enforceable, and all of such rights and remedies
shall be in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or in equity.
5.4 If any of the covenants contained in Sections 5.1 or 5.2, or any
part thereof, hereafter are construed to be invalid or unenforceable, the same
shall not affect the remainder of the covenant or covenants, which shall be
given full effect, without regard to the invalid portions.
5.5 If any of the covenants contained in Sections 5.1 or 5.2, or any
part thereof, are held to be unenforceable because of the duration of such
provision or the area covered thereby, the parties agree that the court making
such determination shall have the power to reduce the duration and/or area of
such provision and in its reduced form, said provision shall then be
enforceable.
5.6 The parties hereto intend to and hereby confer jurisdiction to
enforce the covenants contained in Sections 5.1 and 5.2 upon the courts of any
state within the geographical scope of such covenants. In the event that the
courts of any one or more of such states shall hold such covenants wholly
unenforceable by reason of the breadth of such covenants or otherwise, it is
the intention of the parties hereto that such determination not bar or in any
way affect the Company's right to the relief provided above in the courts of
any other states within the geographical scope of such covenants as to breaches
of such covenants in such other respective jurisdictions, the above covenants
as they relate to each state being for this purpose severable into diverse and
independent covenants.
5.7 In the event that any action, suit or other proceeding in law or
in equity is brought to enforce the covenants contained in sections 5.1 and 5.2
or to obtain money damages for the breach thereof, and such action results in
the award of a judgment for money damages or in the granting of any injunction
in favor of the Company, all expenses (including reasonable attorneys' fees) of
the Company in such action, suit or other proceeding shall (on demand of the
Company) be paid by the Executive. In the event the Company fails to obtain a
judgment for money damages or an injunction in favor of the Company, all
expenses (including reasonable attorneys' fees) of the Executive in such
action, suit or other proceeding shall (on demand of the Executive) be paid by
the Company.
6. Inventions and Patents.
6.1 The Executive agrees that all processes, technologies and
inventions (collectively, "Inventions"), including new contributions,
improvements, ideas and discoveries, whether patentable or not, conceived,
developed, invented or made by him during the Term shall belong to the Company,
provided that such Inventions grew out of the Executive's work with the Company
or any of its subsidiaries or affiliates, are related in any manner to the
business (commercial or experimental) of the Company or any of its subsidiaries
or affiliates or are
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conceived or made on the Company's time or with the use of the Company's
facilities or materials. The Executive shall further: (a) promptly disclose
such Inventions to the Company; (b) assign to the Company, without additional
compensation, all patent and other rights to such Inventions for the United
States and foreign countries; (c) sign all papers necessary to carry out the
foregoing; and (d) give testimony in support of the Executive's inventorship.
6.2 If any Invention is described in a patent application or is
disclosed to third parties, directly or indirectly, by the Executive within two
years after the termination of the Executive's employment by the Company, it is
to be presumed that the Invention was conceived or made during the Term.
6.3 The Executive agrees that the Executive will not assert any
rights to any Invention as having been made or acquired by the Executive prior
to the date of this Agreement, except for Inventions, if any, disclosed to the
company in writing prior to the date hereof.
7. Intellectual Property.
The Company shall be the sole owner of all the products and
proceeds of the Executive's services hereunder, including, but not limited to,
all materials, ideas, concepts, formats, suggestions, developments,
arrangements, packages, programs and other intellectual properties that the
Executive may acquire, obtain, develop or create in connection with and during
the Term, free and clear of any claims by the Executive (or anyone claiming
under the Executive) of any kind or character whatsoever (other than the
Executive's right to receive payments hereunder). The Executive shall, at the
request of the Company, execute such assignments, certificates or other
instruments as the Company may from time to time deem necessary or desirable to
evidence, establish, maintain, perfect, protect, enforce or defend its right,
title or interest in or to any such properties.
8. Indemnification.
The Company will indemnify the Executive, to the maximum
extent permitted by applicable law, against all costs, charges and expenses
incurred or sustained by the Executive in connection with any action, suit or
proceeding to which the Executive may be made a party by reason of the
Executive being an officer, director or employee of the Company or of any
subsidiary or affiliate of the Company.
9. Notices.
All notices, requests, consents and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given
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if delivered personally, sent by overnight courier or mailed first class,
postage prepaid, by registered or certified mail (notices mailed shall be
deemed to have been given on the date mailed), as follows (or to such other
address as either party shall designate by notice in writing to the other in
accordance herewith):
If to the Company, to:
California Federal Bank, A Federal Savings Bank
200 Crescent Court; Suite 1350
Dallas, Texas 75201
Attention:Gerald J. Ford
with a copy to:
MacAndrews & Forbes Holdings Inc.
35 East 62nd Street
New York, New York 10021
Attention:General Counsel
If to the Executive, to:
J.Randy Staff
6964 Tokalon
Dallas, Texas 75214
10.General.
10.1 This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely in New York.
10.2 The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
10.3 This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof, including, but not limited to,
that employment agreement between the Executive and the Company dated February
1, 1995. No representation, promise or inducement has been made by either party
that is not
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embodied in this Agreement, and neither party shall be bound by or liable for
any alleged representation promise or inducement not so set forth.
10.4 This Agreement, and the Executive's rights and obligations
hereunder, may not be assigned by the Executive. The Company may assign its
rights, together with its obligations, hereunder (i) to any affiliate which has
the financial resources to meet the Company's obligations hereunder or (ii) to
third parties in connection with any sale, transfer or other disposition of all
or substantially all of its business or assets; in any event the obligations of
the Company hereunder shall be binding on its successors or assigns, whether by
merger, consolidation or acquisition of all or substantially all of its
business or assets.
10.5 This Agreement may be amended, modified, superseded,
canceled, renewed or extended and the terms or covenants hereof may be waived,
only by a written instrument executed by both of the parties hereto, or in the
case of a waiver, by the party waiving compliance. The failure of either party
at any time or times to require performance of any provision hereof shall in no
manner affect the right at a later time to enforce the same. No waiver by
either party of the breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this Agreement.
11. Subsidiaries and Affiliates.
11.1 As used herein, the term "subsidiary" shall mean any
corporation or other business entity controlled directly or indirectly by the
corporation or other business entity in question, and the term "affiliate"
shall mean and include any corporation or other business entity directly or
indirectly controlling, controlled by or under common control with the
corporation or other business entity in question.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
CALIFORNIA FEDERAL BANK, A
Federal Savings Bank
By: /s/ Gerald J. Ford
----------------------------------
Gerald J. Ford
Chairman of the Board
/s/ J. Randy Staff
----------------------------------
J. Randy Staff
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APPENDIX I
Additional Benefits:
1. Medical Examination. The Executive shall be reimbursed by
the Company for the reasonable cost of one annual medical examination upon
presentation of an expense statement.
2. Automobile. The Company shall afford the Executive the right
to use an automobile on a continuing basis and shall provide garaging near the
Executive's office, all on the following basis. The Company shall pay, upon
presentation of an expense statement, all reasonable expenses associated with
the operation of such automobile and the rental of such garage space in the
same manner as is, from time to time, in effect with respect to executive
officers of the Company generally, including, without limitation, all
reasonable maintenance and insurance expenses. The automobile furnished by the
Company shall be a late model top-of-the-line luxury automobile to be
reasonably selected by the Executive. Upon the expiration of the Term, the
Executive promptly shall return the automobile to the Company.
3. Insurance. The Company agrees to provide the Executive with
additional term life insurance coverage with a face amount of two (2) times the
then current Base Salary, on the following basis. The Executive may select a
plan of his choice and may designate the beneficiary of such plan. The Company
shall pay, upon presentation of an expense statement, the periodic premiums
relating to such additional term life insurance payable during the Term.
4. Club Membership. The company shall reimburse the Executive,
upon presentation of an expense statement, for all reasonable initiation fees
and periodic dues for membership in a golf or social club of the Executive's
choice.
5. Disability. If the Company elects to terminate the Term
pursuant to Section 4.2 of the Agreement, in addition to the amounts payable
under such Section, for the shorter of the period the Executive remains
disabled or until the Executive has attained the age of 65, the Company shall
continue to provide benefits for the Executive under the corporate group life
insurance plan and for the Executive, his spouse and children under the
corporate group medical (including the executive medical plan) insurance plan,
to the extent permitted by such plans and to the extent such benefits continue
to be provided to the Company's employees or officers, as applicable,
generally.
6. Management Incentive Plan. The Executive shall be eligible
to participate in the First Nationwide Holdings Inc. Management Incentive Plan.
Participation shall be subject to the terms of the Plan. In the event that the
Term of the Agreement is terminated pursuant to Section 4.4 hereof, the
Executive's interest in such plan shall become fully vested.
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Employment Agreement
EMPLOYMENT AGREEMENT dated as of January 1, 1998, between California
Federal Bank, A Federal Savings Bank (the "Company") and Lacy G. Newman (the
"Executive").
The Company wishes to employ the Executive, and the Executive wishes to
accept such employment, on the terms and conditions set forth in this
Agreement.
Accordingly, the Company and the Executive hereby agree as follows:
Employment. Duties and Acceptance.
1.1 Employment. Duties. The Company hereby employs the Executive
for the Term (as defined in Section 2.1), to render exclusive (except as
otherwise provided herein) and full-time services to the Company as Executive
Vice President and Chief Credit Officer or in such other executive position as
may be mutually agreed upon by the Company and the Executive, and to perform
such other duties consistent with such position as may be assigned to the
Executive by the Board of Directors or any officer of the Company senior to the
Executive.
1.2 Acceptance. The Executive hereby accepts such employment and
agrees to render the services described above. During the Term, the Executive
agrees to serve the Company faithfully and to the best of the Executive's
ability, to devote the Executive's entire business time, energy and skill to
such employment, and to use the Executive's best efforts, skill and ability to
promote the Company's interests. The Executive further agrees to accept
election, and to serve during all or any part of the Term, as an officer or
director of the Company and of any subsidiary or affiliate of the Company,
without any compensation therefor other than that specified in this Agreement,
if elected to any such position by the shareholders or by the Board of
Directors of the Company or of any subsidiary or affiliate, as the case may be.
The Executive hereby represents and warrants that the Executive is not subject
to any other agreement, including without limitation, any agreement not to
compete or confidentiality agreement, which would be violated by the
Executive's performance of services hereunder.
1.3 Location. The duties to be performed by the Executive
hereunder shall be performed primarily at the office of the Company in San
Francisco, California, subject to reasonable other travel requirements on
behalf of the Company.
2. Term of Employment; Certain Post-Term Benefits.
2.1 The Term. The term of the Executive's employment under this
Agreement (the "Term") shall commence January 1, 1998 and shall end on
December 31, 2000.
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2.2 Special Curtailment. The Term shall end earlier than the
original December 31, 2000 termination date provided in Section 2.1 if sooner
terminated pursuant to Section 4. Non-extension of the Term shall not be deemed
to be a wrongful termination of the Term or this Agreement by the Company
pursuant to Section 4.4.
3. Compensation; Benefits.
3.1 Salary. As compensation for all services to be rendered
pursuant to this Agreement, the Company agrees to pay the Executive during the
Term a base salary, payable semi-monthly in arrears, at the annual rate of not
less than $500,000, less such deductions or amounts to be withheld as required
by applicable law and regulations (the "Base Salary"). In the event that the
Company, in its sole discretion, from time to time determines to increase the
Base Salary, such increased amount shall, from and after the effective date of
the increase, constitute "Base Salary" for purposes of this Agreement.
3.2 Business Expenses. The Company shall pay or reimburse the
Executive for all reasonable expenses actually incurred or paid by the
Executive during the Term in the performance of the Executive's services under
this Agreement, upon presentation of expense statements or vouchers or such
other supporting information as the Company customarily may require of its
officers provided, however, that the maximum amount available for such expenses
during any period may be fixed in advance by the Chairman or Vice Chairman of
the Board of Directors, the President of the Company, or the Board of
Directors. The Company acknowledges that the Executive shall be permitted to
travel first class when traveling on behalf of the Company.
3.3 Paid Time Off. During the Term, the Executive shall be
entitled to paid time off ("PTO") of five weeks taken in accordance with the
PTO policy of the Company during each year of the Term.
3.4 Fringe Benefits. During the Term, the Executive shall be
entitled to all benefits for which the Executive shall be eligible under any
qualified pension plan, 401(k) plan, group insurance or other so-called
"fringe" benefit plan which the Company provides to its employees generally,
together with executive medical benefits for the Executive, the Executive's
spouse and the Executive's children as from time to time in effect for officers
of the Company generally.
3.5 Additional Benefits. During the Term, the Executive shall be
entitled to such other benefits as are specified in Appendix I to this
Agreement.
4. Termination.
4.1 Death. If the Executive shall die during the Term, the Term
shall terminate and no further amounts or benefits shall be payable hereunder,
except that the
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Executive's legal representatives shall be entitled to receive continued
payments in an amount equal to 60% of the Base Salary, in the manner specified
in Section 3.1, until the end of the Term.
4.2 Disability. If during the Term the Executive shall become
physically or mentally disabled, whether totally or partially, such that the
Executive is unable to perform the Executive's services hereunder for (i) a
period of six consecutive months or (ii) for shorter periods aggregating six
months during any twelve month period, the Company may at any time after the
last day of the six consecutive months of disability or the day on which the
shorter periods of disability shall have equaled an aggregate of six months, by
written notice to the Executive (but before the Executive has recovered from
such disability), terminate the Term and no further amounts or benefits shall
be payable hereunder, except that the Executive shall be entitled to receive
(i) continued payments in an amount equal to 60% of the Base Salary, in the
manner specified in Section 3.1, until the end of the Term and (ii) such
amounts and benefits, if any, specified in Paragraph 5 of Appendix I. If the
Executive shall die before receiving all payments to be made by the Company in
accordance with the foregoing, such payments shall be made to a beneficiary
designated by the Executive on a form prescribed for such purpose by the
Company, or in the absence of such designation to the Executive's legal
representative.
4.3 Cause. In the event of gross neglect by the Executive of the
Executive's duties hereunder, conviction of the Executive of any felony,
conviction of the Executive of any lesser crime or offense involving the
property of the Company or any of its subsidiaries or affiliates, willful
misconduct by the Executive in connection with the performance of any material
portion of the Executive's duties hereunder, breach by the Executive of any
material provision of this Agreement, the Company's employment policies
including the Code of Ethics, or any other conduct on the part of the Executive
which would make the Executive's continued employment by the Company materially
prejudicial to the best interests of the Company, the Company may at any time
by written notice to the Executive terminate the Term and, upon such
termination, this Agreement shall terminate and the Executive shall be entitled
to receive no further amounts or benefits hereunder, except any as shall have
been earned to the date of such termination. Termination for cause under the
foregoing sentence shall also include the bases therefore set forth in the
provisions of 12 C.F.R. Section 563.39(b)(l) or successor regulation defining
termination for cause in employment agreements for employees of a savings
association.
4.4 Company Breach. In the event of (a) the breach of any material
provision of this Agreement by the Company, (b) the assignment to Executive of
duties materially inconsistent with his status as Executive Vice President and
Chief Credit Officer of the Company or an adverse alteration in the nature of
Executive's responsibilities or (c) a reduction by the Company in the
Executive's Base Salary or bonus or a failure by the Company to pay any such
amounts when due, the Executive shall be entitled to terminate the Term upon 60
days' prior written notice to the Company. Upon such termination, or in the
event the Company terminates the Term or this Agreement other than pursuant to
the provisions of Section 4.2 or 4.3, the
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Company shall continue to provide the Executive (i) payments of Base Salary in
the manner and amounts specified in section 3.1 and (ii) fringe benefits and
additional benefits in the manner and amounts specified in Sections 3.4 and
3.5, until the end of the Term (the "Damage Period"). The Company's obligations
pursuant to this Section 4.4 are subject to the Executive's duty to mitigate
damages by seeking other employment provided, however, that the Executive shall
not be required to accept a position of lesser importance or of substantially
different character than the position held with the Company immediately prior
to the effective date of termination or in a location outside of the San
Francisco, California metropolitan area. To the extent that the Executive shall
earn compensation during the Damage Period (without regard to when such
compensation is paid), the Base Salary payments to be made by the Company
pursuant to this Section 4.4 shall be correspondingly reduced.
Notwithstanding anything in this Section 4.4 to the contrary, the total of all
post-termination Base Salary payments to be made under this Section 4.4 shall
not be less than the Executive's annual Base Salary at the date of termination.
At the end of the Term the Company shall pay to Executive, subject to
applicable withholding requirements, the amount due under the preceding
sentence in a lump sum payment. Executive waives any right to compensation
under any Company severance program applicable to the Executive (other than the
Management Incentive Program and the Deferred Executive Compensation Program).
4.5 Termination Under Banking Laws.
4.5.1 If the Executive is suspended or temporarily prohibited from
participating in the conduct of the Company's affairs by a notice served under
Section 8(e)(3) or (g)(1) of Federal Deposit Insurance Act (the "FDIA") (12
U.S.C. Section 1818(e)(3) and (g)(l)) the Company's obligations under this
Agreement shall be suspended as of the date of service unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the
Company may in its discretion (i) pay the Executive all or part of the
compensation withheld while its obligations hereunder were suspended, and (ii)
reinstate (in whole or in part) any of its obligations which were suspended.
4.5.2 If the Executive is removed or permanently prohibited from
participating in the conduct of the Company's affairs by an order issued under
Section 8(e)(4) or (g)(l) of the FDIA (12 U.S.C. Section 1818(e)(4) or
(g)(l)), all obligations of the Company under this Agreement shall terminate
as of the effective date of the order, but vested rights of the contracting
parties shall not be affected.
4.5.3 If the Company is in default (as defined in Section 3(x)(l)
of the FDIA), all obligations under this Agreement shall terminate as of the
date of default, but this Section 4.5.3 shall not affect any vested rights of
the Company or of the Executive.
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4.5.4 All obligations of the Company under this Agreement may be
terminated, except to the extent determined that continuation of this Agreement
is necessary for the continued operation of the Company, (i) by the Director of
the Office of Thrift Supervision (the "Director") or his or her designee, at
the time Federal Deposit Insurance Corporation or Resolution Trust Corporation
enters into an agreement to provide assistance to or on behalf of the Company
under the authority contained in Section 13(c) of the FDIA; or (ii) by the
Director or his or her designee, at the time the Director or his or her
designee approves a supervisory merger to resolve problems related to
operations of the Company or when the Company is determined by the Director to
be in an unsafe or unsound condition. Any rights of the parties that have
already vested, however, shall not be affected by such action.
4.6 Litigation Expenses. Except as provided for in Section 5.7. if
the Company and the Executive become involved in any action, suit or proceeding
relating to the alleged breach of this Agreement by the Company or the
Executive, and if a judgment in such action, suit or proceeding is rendered in
favor of the Executive, the Company shall reimburse the Executive for all
expenses (including reasonable attorneys' fees) incurred by the Executive in
connection with such action, suit or proceeding. Such costs shall be paid to
the Executive promptly upon presentation of expense statements or other
supporting information evidencing the incurrence of such expenses.
5. Protection of Confidential Information; Non-Competition.
5.1 In view of the fact that the Executive's work for the Company
will bring the Executive into close contact with many confidential affairs of
the Company not readily available to the public, and plans for future
developments, the Executive agrees:
5.1.1 To keep and retain in the strictest confidence all
confidential matters of the Company, including, without limitation, "know
how", trade secrets, customer lists, pricing policies, operational methods,
technical processes, formulae, inventions and research projects, other business
affairs of the Company, and any information whatsoever concerning any director,
officer, employee or agent of the Company or their respective family members
learned by the Executive heretofore or hereafter, and not to disclose them to
anyone outside of the Company, either during or after the Executive's
employment with the Company, except in the course of performing the Executive's
duties hereunder or with the Company's express written consent. The foregoing
prohibitions shall include, without limitation, directly or indirectly
publishing (or causing, participating in, assisting or providing any statement,
opinion or information in connection with the publication of) any diary,
memoir, letter, story, photograph, interview, article, essay, account or
description (whether fictionalized or not) concerning any of the foregoing,
publication being deemed to include any presentation or reproduction of any
written, verbal or visual material in any communication medium, including any
book, magazine, newspaper, theatrical production or movie, or television or
radio programming or commercial; and
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5.1.2 To deliver promptly to the Company on termination of the
Executive's employment by the Company, or at any time the Company may so
request, all memoranda, notes, records, reports, manuals, drawings, blueprints
and other documents (and all copies thereof) relating to the Company's business
and all property associated therewith, which the Executive may then possess or
have under the Executive's control.
5.2 During the Term, the Executive shall not, directly or
indirectly, enter the employ of, or render any services to, any person, firm or
corporation engaged in any business competitive with the business of the
Company or of any of its subsidiaries or affiliates; the Executive shall not
engage in such business on the Executive's own account; and the Executive shall
not become interested in any such business, directly or indirectly, as an
individual, partner, shareholder, director, officer, principal, agent,
employee, trustee, consultant, or in any other relationship or capacity
provided, however, that nothing contained in this Section 5.2 shall be deemed to
prohibit the Executive from acquiring, solely as an investment, up to five
percent (5%) of the outstanding shares of capital stock of any public
corporation.
5.3 If the Executive commits a breach, or threatens to commit a
breach, of any of the provisions of Sections 5.1 or 5.2 hereof, the Company
shall have the following rights and remedies:
5.3.1 The right and remedy to have the provisions of this
Agreement specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach or threatened breach will
cause irreparable injury to the Company and that money damages will not provide
an adequate remedy to the Company; and
5.3.2 The right and remedy to require the Executive to account for
and pay over to the Company all compensation, profits, monies, accruals,
increments or other benefits (collectively "Benefits") derived or received by
the Executive as the result of any transactions constituting a breach of any of
the provisions of the preceding paragraph, and the Executive hereby agrees to
account for and pay over such Benefits to the Company.
Each of the rights and remedies enumerated above shall be independent of the
other, and shall be severally enforceable, and all of such rights and remedies
shall be in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or in equity.
5.4 If any of the covenants contained in Sections 5.1 or 5.2, or any
part thereof, hereafter are construed to be invalid or unenforceable, the same
shall not affect the remainder of the covenant or covenants, which shall be
given full effect, without regard to the invalid portions.
5.5 If any of the covenants contained in Sections 5.1 or 5.2, or any
part thereof, are held to be unenforceable because of the duration of such
provision or the area covered thereby, the parties agree that the court making
such determination shall have the power to
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reduce the duration and/or area of such provision and in its reduced form, said
provision shall then be enforceable.
5.6 The parties hereto intend to and hereby confer jurisdiction to
enforce the covenants contained in Sections 5.1 and 5.2 upon the courts of any
state within the geographical scope of such covenants. In the event that the
courts of any one or more of such states shall hold such covenants wholly
unenforceable by reason of the breadth of such covenants or otherwise, it is
the intention of the parties hereto that such determination not bar or in any
way affect the Company's right to the relief provided above in the courts of
any other states within the geographical scope of such covenants as to breaches
of such covenants in such other respective jurisdictions, the above covenants
as they relate to each state being for this purpose severable into diverse and
independent covenants.
5.7 In the event that any action, suit or other proceeding in law or
in equity is brought to enforce the covenants contained in sections 5.1 and 5.2
or to obtain money damages for the breach thereof and such action results in
the award of a judgment for money damages or in the granting of any injunction
in favor of the Company, all expenses (including reasonable attorneys' fees) of
the Company in such action, suit or other proceeding shall (on demand of the
Company) be paid by the Executive. In the event the Company fails to obtain
a judgment for money damages or an injunction in favor of the Company, all
expenses (including reasonable attorneys' fees) of the Executive in such
action, suit or other proceeding shall (on demand of the Executive) be paid by
the Company.
6. Inventions and Patents.
6.1 The Executive agrees that all processes, technologies and
inventions (collectively, "Inventions"), including new contributions,
improvements, ideas and discoveries, whether patentable or not, conceived,
developed, invented or made by him during the Term shall belong to the Company,
provided that such Inventions grew out of the Executive's work with the Company
or any of its subsidiaries or affiliates, are related in any manner to the
business (commercial or experimental) of the Company or any of its subsidiaries
or affiliates or are conceived or made on the Company's time or with the use of
the Company's facilities or materials. The Executive shall further: (a)
promptly disclose such Inventions to the Company; (b) assign to the Company,
without additional compensation, all patent and other rights to such Inventions
for the United States and foreign countries; (c) sign all papers necessary to
carry out the foregoing; and (d) give testimony in support of the Executive's
inventorship.
6.2 If any Invention is described in a patent application or is
disclosed to third parties, directly or indirectly, by the Executive within two
years after the termination of the Executive's employment by the Company, it is
to be presumed that the Invention was conceived or made during the Term.
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6.3 The Executive agrees that the Executive will not assert any
rights to any Invention as having been made or acquired by the Executive prior
to the date of this Agreement, except for Inventions, if any, disclosed to the
company in writing prior to the date hereof.
7. Intellectual Property.
The Company shall be the sole owner of all the products and
proceeds of the Executive's services hereunder, including, but not limited to,
all materials, ideas, concepts, formats, suggestions, developments,
arrangements, packages, programs and other intellectual properties that the
Executive may acquire, obtain, develop or create in connection with and during
the Term, free and clear of any claims by the Executive (or anyone claiming
under the Executive) of any kind or character whatsoever (other than the
Executive's right to receive payments hereunder). The Executive shall, at the
request of the Company, execute such assignments, certificates or other
instruments as the Company may from time to time deem necessary or desirable to
evidence, establish, maintain, perfect, protect, enforce or defend its right,
title or interest in or to any such properties.
8. Indemnification.
The Company will indemnify the Executive, to the maximum
extent permitted by applicable law, against all costs, charges and expenses
incurred or sustained by the Executive in connection with any action, suit or
proceeding to which the Executive may be made a party by reason of the
Executive being an officer, director or employee of the Company or of any
subsidiary or affiliate of the Company.
9. Notices.
All notices, requests, consents and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally, sent by overnight
courier or mailed first class, postage prepaid, by registered or certified mail
(notices mailed shall be deemed to have been given on the date mailed), as
follows (or to such other address as either party shall designate by notice in
writing to the other in accordance herewith):
If to the Company, to:
California Federal Bank, A Federal Savings Bank
200 Crescent Court; Suite 1350
Dallas, Texas 75201
Attention: Gerald J. Ford
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with a copy to:
MacAndrews & Forbes Holdings Inc.
35 East 62nd Street
New York, New York 10021
Attention: General Counsel
If to the Executive, to:
Lacy G. Newman
c/o California Federal Bank,
A Federal Savings Bank
135 Main Street; 20th Floor
San Francisco, California 94105
10. General.
10.1 This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely in New York.
10.2 The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
10.3 This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof, including, but not limited to,
that employment agreement between the Executive and the Company dated February
1, 1995. No representation, promise or inducement has been made by either party
that is not embodied in this Agreement, and neither party shall be bound by or
liable for any alleged representation promise or inducement not so set forth.
10.4 This Agreement, and the Executive's rights and obligations
hereunder, may not be assigned by the Executive. The Company may assign its
rights, together with its obligations, hereunder (i) to any affiliate which has
the financial resources to meet the Company's obligations hereunder or (ii) to
third parties in connection with any sale, transfer or other disposition of all
or substantially all of its business or assets; in any event the obligations of
the Company hereunder shall be binding on its successors or assigns, whether by
merger, consolidation or acquisition of all or substantially all of its
business or assets.
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10.5 This Agreement may be amended, modified, superseded,
canceled, renewed or extended and the terms or covenants hereof may be waived,
only by a written instrument executed by both of the parties hereto, or in the
case of a waiver, by the party waiving compliance. The failure of either party
at any time or times to require performance of any provision hereof shall in no
manner affect the right at a later time to enforce the same. No waiver by
either party of the breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this Agreement.
11. Subsidiaries and Affiliates.
11.1 As used herein, the term "subsidiary" shall mean any
corporation or other business entity controlled directly or indirectly by the
corporation or other business entity in question, and the term "affiliate"
shall mean and include any corporation or other business entity directly or
indirectly controlling, controlled by or under common control with the
corporation or other business entity in question.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
CALIFORNIA FEDERAL BANK, A
Federal Savings Bank
By: /s/ Gerald J. Ford
----------------------------------
Gerald J. Ford
Chairman of the Board
/s/ Lacy G. Newman
----------------------------------
Lacy G. Newman
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APPENDIX I
Additional Benefits:
1. Medical Examination. The Executive shall be reimbursed by the
Company for the reasonable cost of one annual medical examination upon
presentation of an expense statement.
2. Automobile. The Company shall afford the Executive the right to
use an automobile on a continuing basis and shall provide garaging near the
Executive's office, all on the following basis. The Company shall pay, upon
presentation of an expense statement, all reasonable expenses associated with
the operation of such automobile and the rental of such garage space in the
same manner as is, from time to time, in effect with respect to executive
officers of the Company generally, including, without limitation, all
reasonable maintenance and insurance expenses. The automobile furnished by the
Company shall be a late model top-of-the-line luxury automobile to be
reasonably selected by the Executive. Upon the expiration of the Term, the
Executive promptly shall return the automobile to the Company.
3. Insurance. The Company agrees to provide the Executive with
additional term life insurance coverage with a face amount of two (2) times the
then current Base Salary, on the following basis. The Executive may select a
plan of his choice and may designate the beneficiary of such plan. The Company
shall pay, upon presentation of an expense statement, the periodic premiums
relating to such additional term life insurance payable during the Term.
4. Club Membership. The company shall reimburse the Executive,
upon presentation of an expense statement, for all reasonable initiation fees
and periodic dues for membership in a golf or social club of the Executive's
choice.
S. Disability. If the Company elects to terminate the Term
pursuant to Section 4.2 of the Agreement, in addition to the amounts payable
under such Section, for the shorter of the period the Executive remains
disabled or until the Executive has attained the age of 65, the Company shall
continue to provide benefits for the Executive under the corporate group life
insurance plan and for the Executive, his spouse and children under the
corporate group medical (including the executive medical plan) insurance plan,
to the extent permitted by such plans and to the extent such benefits continue
to be provided to the Company's employees or officers, as applicable,
generally.
6. Management Incentive Plan. The Executive shall be eligible to
participate in the First Nationwide Holdings Inc. Management Incentive Plan.
Participation shall be subject to the terms of the Plan. In the event that the
Term of the Agreement is terminated pursuant to Section 4.4 hereof, the
Executive's interest in such plan shall become fully vested.
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AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered
into as the 10th day of July, 1997, by and between First Nationwide Mortgage
Corporation (the "Company") and Walter C. Klein Jr. (the "Employee").
The Company presently employs the Empolyee pursuant to that Employment
Agreement between the parties dated as of January 8, 1997 (the "Agreement").
The Company and Executive desire to amend certain provisions of the Agreement
to address Employee's participation in the Deferred Executive Compensation
Plan (the "Plan") of California Federal Bank, A Federal Savings Bank (the
"Bank").
Accordingly, pursuant to the provisions of Section X of the Agreement,
the Company and the Employee agree as follows:
1. AMENDMENTS
The following Section II, F. is added to the Agreement:
F. PARTICIPATION IN DEFERRED EXECUTIVE COMPENSATION PLAN
(i) Notwithstanding anything in the Agreement to the contrary, during
such periods that the Employee is a Participant in the Plan
(as defined therein), Employee shall not be entitled to receive
bonus payments as described in Section II, A, (ii)-(iii) of this
Agreement.
(ii) Notwithstanding anything in the Agreement to the contrary, should
the Employee be a Participant in the Plan at the time of the
occurrence of either a Change in Control of the Bank (as defined
in the Plan) or an FNMC Transaction (as defined in the Plan),
then Employee shall receive, in place and instead of the "Sale
Guarantee" payment (described in Section II, B), a payment in
an amount, which, when added to such amounts paid to the
Employee upon the Change of Control of the Bank or FNMC
Transaction, as the case might be (including any severance
payment and payments under the Plan), shall equal three times
the Employee's prior year's compensation.
(iii) Nothing in this Agreement shall be deemed to require that the
Board of Directors of the Bank maintain Employee's continued
participation in the Plan during the term of this Agreement.
Further, Employee understands and agrees that he may not elect
to terminate his participation in the Plan.
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2. NO OTHER AMENDMENTS
The balance of the provisions of the Agreement is not modified by this
Amendment and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
FIRST NATIONWIDE MORTGAGE
CORPORATION
By: /s/ Gerald J. Ford
------------------------------------
Gerald J. Ford
Chairman and Chief Executive Officer
/s/ Walter C. Klein, Jr.
---------------------------------------
WALTER C. KLEIN, JR.
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AMENDMENT TO
CONSULTING AGREEMENT
FIRST AMENDMENT dated December 17, 1997 to Consulting Agreement, dated
as of October 1, 1994, between First Gibraltar (Parent) Holdings Inc. (now
known as Trans Network Insurance Services Inc.) and Gerald J. Ford (the
"Consultant").
WHEREAS, the parties entered into a Consulting Agreement dated as of
October 1, 1994 (the "Consulting Agreement"); and
WHEREAS, Trans Network Insurance Services Inc. has heretofor transferred
and assigned all of its rights and obligations under the Consulting Agreement
to First Nationwide Management Corp.; and
WHEREAS, the parties wish to make certain amendments to the Employment
Agreement.
NOW THEREFORE, the parties agree as follows:
1. Section 3 is hereby amended by deleting "October 1, 1994 through
December 31, 1997" and inserting in lieu thereof "January 1, 1998 through
December 31, 2000".
2. Section 4(a) is hereby amended by deleting clause (ii)(A), (B) and
(C) thereof and inserting in lieu thereof the following:
"(ii) for the three calendar years beginning January 1, 1998
an annual consulting fee as follows: (A) $2,000,000 for the
year ended December 31, 1998, (B) $2,200,000 for the year
ended December 31, 1999 and (C) $2,400,000 for the year ended
December 31, 2000 (or for any year such greater amount as may be
approved by the Company's Board of Directors from time to time)."
4. The parties agree that expect as expressly
<PAGE>
amended hereby, the Agreement as amended hereby shall be in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
FIRST NATIONWIDE MANAGEMENT CORP.
By: /s/ Barry F. Schwartz
---------------------------------
Barry F. Schwartz
Executive Vice President
/s/ Gerald J. Ford
------------------------------------
Gerald J. Ford
2
<PAGE>
CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK
DEFERRED EXECUTIVE COMPENSATION PLAN
ARTICLE I
PURPOSE
The purpose of the Plan is to recognize the contributions to the success
and profitability of CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS BANK (the
"Bank") provided by officers of the Bank through the awarding of additional
compensation that will (a) increase the interest of such officers in the Bank's
welfare; (b) furnish an incentive to such officers to continue their services
for the Bank; and (c) provide a means by which the Bank may attract able
persons to enter its employ. This Plan shall be interpreted, for all purposes,
in a manner that will effectuate the purposes, objectives, and intentions set
forth in this Article. This Plan has been adopted by the Board of Directors of
the Bank.
ARTICLE II
DEFINITIONS
For purposes of this Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:
"ACTUAL NET INCOME" shall have the meaning set forth in Section 5.2.
"ALLOCABLE EXCESS VALUE" shall have the meaning set forth in Section 7.1.
"ANNUAL INCENTIVE AWARD" means a cash award granted to a Participant
pursuant to Article V of the Plan and subject to the terms of Article VI of the
Plan.
"ANNUAL INCENTIVE AWARD DATE" shall have the meaning set forth in Section
5.6.
"BANK" means California Federal Bank, A Federal Savings Bank.
"BASE SALARY" means the amount a Participant is entitled to receive as
wages or salary on an annualized basis, calculated immediately prior to a
Change of Control (if any) and excluding, without limitation, benefits, bonuses
and awards under this Plan or any other plan in which the Participant is
eligible to participate.
"BASE SALARY PERCENTAGE" shall have the meaning set forth in Section 7.1.
"BOARD" means the Board of Directors of the Bank.
"BOOK VALUE" shall have the meaning set forth in Section 7.1.
-1-
<PAGE>
"CHANGE OF CONTROL" with respect to the Bank means any of the following:
(a) the occurrence of any event that would cause Gerald J. Ford, or any entity
controlled by him, to cease to beneficially own, directly or indirectly, any
beneficial interest in the common equity securities of the Bank, (b) the
occurrence of any event that would cause Mafco Holdings Inc., including its
subsidiaries, to cease to beneficially own, directly or indirectly, in the
aggregate, at least a 51% interest in the common equity securities of the Bank,
(c) any public offering under the Securities Act of 1933, as amended, of more
than 20% of any class of common equity securities of the Bank, or (d) any (i)
consolidation, share exchange, or merger of or involving the Bank in which the
Bank is not the continuing or surviving corporation or pursuant to which shares
of the Bank's common stock would be converted into cash, securities or other
property, other than a merger of the Bank in which the holders of the Bank's
common stock immediately prior to the merger have the same proportionate
ownership of common stock of the surviving corporation immediately after the
merger, or (ii) sale, lease, exchange or other transfer (in one transaction or
a series of transactions) of more than 50% of the assets (by value) of the
Bank; provided, however, that an event of the type described in item (d) above
shall constitute a Change of Control only if such event must by law or rule be
filed in advance with the Office of Thrift Supervision or the Board of
Governors of the Federal Reserve System under the Change in Bank Control Act
(12 U.S.C. 1817(j), the Savings and Loan Holding Company Act (12 U.S.C. 1467a)
or the Bank Holding Company Act (12 U.S.C. 1844(b)).
"CHANGE OF CONTROL CONSIDERATION" shall have the meaning set forth in
Section 7.1.
"COMMITTEE" shall have the meaning set forth in Article III.
"DISABILITY OR DISABLED" means "Total Disability," as that term is
defined in the Bank's Employee Handbook, as in effect from time to time.
"LOW RESULT" shall have the meaning set forth in Section 5.2.
"125% AMOUNT" shall have the meaning set forth in Section 7.1.
"PARTICIPANT" shall mean an officer of the Bank selected by the Committee
to be eligible to participate in the Plan. The initial Participants are listed
on Exhibit A hereto.
"PLAN" means the California Federal Bank, A Federal Savings Bank,
Deferred Executive Compensation Plan, as amended from time to time.
"STANDARD RESULT" shall have the meaning set forth in Section 5.2.
"SUPERIOR RESULT" shall have the meaning set forth in Section 5.2.
"TARGETED ANNUAL INCOME" means the maximum Annual Incentive Award
(expressed as a percentage of a Participant's Base Salary) that a Participant
may be awarded under the Plan for a specific fiscal year.
-2-
<PAGE>
"TARGET NET INCOME" means the dollar amount of net income established by
the Board from time to time as the Bank's financial performance target for each
fiscal year during which the Plan is in effect.
"TERMINATION OF EMPLOYMENT" means the termination of employment with the
Bank, for any reason, of a Participant who, prior to such termination, was an
employee (including without limitation an employee director) of the Bank.
"VESTED PERCENTAGE" shall have the meaning set forth in Section 7.1.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Board. Without limitation, the
Board shall: (i) determine and designate from time to time the officers of the
Bank who will be Participants hereunder; (ii) interpret the Plan; (iii)
prescribe, amend, and rescind any rules and regulations necessary or
appropriate for the administration of the Plan; (iv) annually determine by
resolution whether to continue the Plan and record in writing the basis for
such determination (provided, however, that absent an affirmative annual
determination by the Board to continue the Plan, the Plan shall terminate (as
to new awards) after the grant (if any) of awards for the last fiscal year for
which the Board determined to continue the Plan; provided, however, that no
member of the Board who is a Participant in the Plan may participate in the
deliberations relating to, or vote on, the Plan); and (v) make such other
determinations and take such other action as it deems necessary or advisable.
Any interpretation, determination, or other action made or taken by the Board
shall be final, binding, and conclusive on all interested parties.
Notwithstanding the immediately-preceding paragraph, the Board in its
discretion may appoint a committee (the "Committee") to administer the Plan and
to perform the functions of the Board with respect to the Plan. If designated
by the Board, the Committee shall consist of not fewer than two persons, who
need not be members of the Board. The Board may upon resolution delegate some
or all of its powers with respect to the administration of the Plan to the
Committee. The Committee shall have only such powers as may be so delegated.
If the Board delegates some or all of its power to the Committee as
provided hereunder, any member of the Committee (or all members in the event
the Board elects to assume direct responsibility for administration of the
Plan) may be removed at any time, with or without cause, by resolution of the
Board. Any vacancy occurring in the membership of the Committee may be filled
by appointment by the Board.
The Committee shall select one of its members to act as its Chairman and
shall make such rules and regulations for its operation as it deems
appropriate. A majority of the Committee shall constitute a quorum and the act
of a majority of the members of the Committee present at a meeting at which a
quorum is present shall be the act of the Committee.
-3-
<PAGE>
ARTICLE IV
PARTICIPANTS
Any officer of the Bank whose judgment, initiative and efforts are
expected by the Board to contribute materially to the successful performance
of the Bank is eligible to participate in the Plan. The Board shall, from time
to time, in its sole discretion, select the officers of Bank who will be
Participants hereunder. The Board may, from time to time, in its sole
discretion, determine that an officer of the Bank who previously was a
Participant in the Plan should not continue to be a Participant in the Plan;
provided, however, that such a determination by the Board shall not affect any
Annual Incentive Award previously granted to such officer, which shall continue
in effect until such award is paid or forfeited pursuant to the terms of the
Plan.
ARTICLE V
ANNUAL INCENTIVE AWARDS
5.1 DETERMINATION OF TARGET NET INCOME. For each fiscal year of the Bank
during which the Plan is in effect, the Board shall determine the Target Net
Income for such fiscal year. The Board may, in its sole discretion, modify or
replace the Target Net Income at any time during such fiscal year to adjust for
any acquisition, divestiture, reorganization, restructuring or recapitalization
of the Bank or any material change in the Bank's business or prospects during
such fiscal year. Any such modified or replaced Target Net income shall be
deemed to have been in effect for the entire applicable fiscal year.
5.2 DETERMINATION OF ACTUAL NET INCOME. On or before the 90th day after
the end of each fiscal year during which the Plan is in effect, the Chief
Financial Officer or other appropriate officer of the Bank shall certify to the
Board the Bank's net income for the immediately-preceding fiscal year (the
"Actual Net Income"). Actual Net Income shall be determined in accordance with
generally-accepted accounting principles as consistently applied by the Bank.
The Chief Financial Officer or other appropriate officer of the Bank also will
report to the Board whether the Actual Net Income for such fiscal year was at
least 84.99% of the applicable Target Net Income but less than the applicable
Target Net Income (a "Low Result"), equal to or greater than the Target Net
Income but less than 110% of the Target Net Income (a "Standard Result") or
equal to or greater than 110% of the Target Net Income (a "Superior Result").
5.3 DETERMINATION OF TARGETED ANNUAL INCENTIVE. If Actual Net Income for
a fiscal year constitutes a Low Result, then the Targeted Annual Incentive for
such fiscal year shall be 56.25% of each Participant's Base Salary for such
fiscal year. If Actual Net Income for a fiscal year constitutes a Standard
Result, then the Targeted Annual Incentive for such fiscal year shall be 75% of
each Participant's Base Salary for such fiscal year. If Actual Net Income for a
fiscal year constitutes a Superior Result, then the Targeted Annual Incentive
for such fiscal year shall be 82.5% of each Participant's Base Salary for such
fiscal year. If Actual Net Income for any fiscal year is less than 84.99% of
the Target Net Income for such fiscal year, then no Annual Incentive Awards
will be made under the Plan for such fiscal year.
-4-
<PAGE>
5.4 DETERMINATION OF ANNUAL INCENTIVE AWARDS. Each Participant's Annual
Incentive Award for any fiscal year during which the Plan is in effect shall
consist of (i) 50% of such Participant's Targeted Annual Incentive for such
fiscal year plus (ii) a discretionary amount up to an additional 50% of the
Targeted Annual Incentive, as determined by the Chief Executive Officer and the
Chief Operating Officer of the Bank, based on their determination of the
Participant's performance and contribution to the Bank's success during the
applicable fiscal year, which determination shall be final, binding and
conclusive on each Participant.
5.5 NOTICE OF ANNUAL INCENTIVE AWARDS. After the determination of each
Participant's Annual Incentive Award for a fiscal year, the President and Chief
Operating Officer or other appropriate officer of the Bank shall notify each
Participant of the dollar amount of such Participant's Annual Incentive Award
for such fiscal year.
5.6 ANNUAL INCENTIVE AWARD DATE. Notwithstanding the date on which a
Participant receives notification of such Participant's Annual Incentive Award
for a fiscal year, the Annual Incentive Award shall be deemed to have been
granted on December 31 of the fiscal year to which such Annual Incentive Award
applies (the "Annual Incentive Award Date").
ARTICLE VI
PAYMENT AND FORFEITURE
OF ANNUAL INCENTIVE AWARDS
6.1 PAYMENT. Each Annual Incentive Award shall be paid as follows: 20% on
the first anniversary of the Annual Incentive Award Date; an additional 20% on
the second anniversary of the Annual Incentive Award Date; an additional 20% on
the third anniversary of the Annual Incentive Award Date; an additional 20% on
the fourth anniversary of the Annual Incentive Award Date; and an additional
20% on the fifth anniversary of the Annual Incentive Award Date. Payments of
Annual Incentive Awards shall be made by Bank check, which need not be a
certified check or a cashier's check. The Bank shall deduct or withhold from
any Annual Incentive Award paid hereunder all federal, state and local income
taxes, Social Security, FICA, FUTA and other amounts that the Bank determines
are required by law to be withheld.
6.2 INTEREST. Each outstanding Annual Incentive Award (or portion
thereof) shall bear interest at the rate of 6.0% per annum, from the Annual
Incentive Award Date to the date such Annual Incentive Award is paid in full.
Interest on each outstanding portion of an Annual Incentive Award shall be paid
on the date such portion of the Annual Incentive Award is paid. If any Annual
Incentive Award (or portion thereof) is forfeited pursuant to Section 6.3, then
any accrued but unpaid interest on such forfeited Annual Incentive Award (or
portion thereof) likewise shall be forfeited.
6.3 FORFEITURE. Except as set forth in Section 6.4 below, if a
Participant's employment with the Bank is terminated for any reason, then all
of such Participant's Annual Incentive Awards that have not been paid by the
Bank prior to such date shall immediately be forfeited.
-5-
<PAGE>
6.4 ACCELERATION OF PAYMENT.
(A) UPON CHANGE OF CONTROL. Upon a Change of Control of the Bank,
the Bank shall pay (simultaneously with the Change of Control) to each
Participant who has not had a Termination of Employment prior to such
date, the entire amount of such Participant's Annual Incentive Awards,
together with interest thereon pursuant to Section 6.2.
(B) UPON DEATH OR DISABILITY. Upon the death or Disability of a
Participant prior to a Termination of Employment, the Bank shall pay to
the Participant or his or her legal representative (within 30 days of
such death or Disability) the entire amount of such Annual Incentive
Awards granted to such Participant but not previously paid to such
Participant, together with interest thereon pursuant to Section 6.2.
(C) RETIREMENT. Upon the retirement of a Participant prior to a
Termination of Employment and in accordance with the Bank's policies set
forth in the Bank's Employee Handbook, as in effect from time to time,
the Bank shall pay to the Participant or his or her legal representative
(within 30 days of such retirement) the entire amount of such Annual
Incentive Awards granted to such Participant but not previously paid to
such Participant, together with interest thereon pursuant to Section 6.2.
ARTICLE VII
CHANGE OF CONTROL AWARDS
7.1 DETERMINATION OF CHANGE OF CONTROL AWARDS. Upon the consummation of a
Change of Control, each Participant shall receive a Change of Control Award. A
Participant's Change of Control Award shall be equal to the product of (a) the
Participant's Vested Percentage (defined below) multiplied by (b) the lesser of
the Participant's (i) 125% Amount (defined below) or (ii) Excess Value (defined
below).
"VESTED PERCENTAGE" means the quotient of the Participant's Service
Period (as defined in Section 7.3) divided by 60.
"125% AMOUNT" means the product of (a) the Participant's Base Salary as
in effect on the date immediately preceding the Change of Control multiplied by
(b) 1.25.
"EXCESS VALUE" means the product of (a) the Participant's Base Salary
Percentage (defined below) multiplied by (b) the product of (i) the excess (if
any) of the Change of Control Consideration (defined below) over the Book Value
(defined below) multiplied by (ii) .05; provided however, that in the case of a
Change of Control that results from a transaction described in items (a) or
(b), BUT NOT items (c) or (d) of the definition of a Change of Control, Excess
Value shall be deemed to be equal to the 125% Amount.
-6-
<PAGE>
"BASE SALARY PERCENTAGE" means the quotient of (a) the Participant's Base
Salary on the day immediately-preceding the announcement of the Change of
Control, divided by (b) the sum of the Base Salaries of all Participants in the
Plan on the day immediately-preceding the announcement of the Change of
Control.
"CHANGE OF CONTROL CONSIDERATION" means all money and the fair market
value of all securities, property or other items of value (including without
limitation indebtedness of the Bank) received, directly or indirectly, by the
Bank or its owners as a result of any Change of Control.
"BOOK VALUE" means the value of the common stockholders' equity of the
Bank (consisting of the Bank's stockholders' equity), reduced by the redemption
value of any outstanding preferred stock of the Bank, determined in accordance
with generally-accepted accounting principles as consistently applied by the
Bank, as of the last day of the fiscal quarter immediately-preceding the
announcement of the Change of Control.
7.2 PAYMENT OF CHANGE OF CONTROL AWARDS. Simultaneously with the
consummation or occurrence of any event that constitutes a Change of Control,
the Bank shall pay a Change of Control Award to each person who then is a
Participant in the Plan. Payment of Change of Control Awards shall be made by
Bank check, which need not be a certified check or a cashier's check. The Bank
shall deduct or withhold from any Change of Control Award paid hereunder all
federal, state and local income taxes, Social Security, FICA, FUTA and other
amounts that the Company or the Bank (as applicable) determines are required by
law to be withheld. Simultaneously with or prior to the payment of the Change
of Control Awards, the President and Chief Operating Officer or other
appropriate officer of the Bank shall deliver to each Participant a written
notice setting forth the calculation of such Participant's Change of Control
Award.
7.3 SERVICE PERIOD. Set forth opposite each initial Participant's name on
Exhibit A hereto under the heading "First Month of Service" is the month and
year during which the Participant entered into his or her current employment
relationship with the Bank (as owned by First Nationwide Holdings Inc.,
effective January 3, 1997) or First Madison Bank, FSB; First Gibraltar Bank,
FSB; or First Nationwide Bank, A Federal Savings Bank (as owned by First
Nationwide Holdings Inc., effective October 1, 1994) (each such entity other
than the Bank being referred to herein as a "Predecessor"). Upon the addition
of any person as a Participant under the Plan, such Participant's First Month
of Service shall be deemed to be the month and year during which such
Participant entered into his or her current employment relationship with the
Bank or one of its Predecessors. For purposes of determining a Participant's
Vested Percentage, the Participant's "Service Period" shall be the total number
of months beginning with the Participant's First Month of Service and ending
with the last day of the month during which the Change of Control occurs
(inclusive); provided, however, the maximum possible Service Period for
purposes of such determination shall be 60 months.
-7-
<PAGE>
7.4 CERTAIN FIRST NATIONWIDE MORTGAGE CORPORATION TRANSACTIONS. If (a)
the Bank sells a majority of the voting capital stock of First Nationwide
Mortgage Corporation ("FNMC") or all or substantially all of the assets of
FNMC, in either case to a third party that is not an affiliate (as defined in
Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended)
(any such transaction an "FNMC Transaction"), and (b) the FNMC Transaction does
not constitute a Change of Control as defined under this Plan, then the Bank
shall pay to each Participant who is employed by FNMC at the time and date of
the FNMC Transaction (i) the entire amount of the Annual Incentive Awards
granted to such Participant but not previously paid to such Participant,
together with interest thereon pursuant to Section 6.2 and (ii) an additional
amount equal to the Participant's Vested Percentage multiplied by the 1.25%
Amount, such 1.25% Amount being calculated as if the FNMC Transaction were a
Change of Control hereunder.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 NON-ASSIGNABILITY. An Annual Incentive Award or a Change of Control
Award granted to a Participant may not be transferred or assigned other than by
will or by the laws of descent and distribution.
8.2 NO RIGHT TO CONTINUE IN EMPLOYMENT. Nothing in the Plan confers upon
any employee the right to continue in the employ of the Bank or interferes with
or restricts in any way the right of the Bank to discharge any employee at any
time (subject to any contractual rights of such employee).
8.3 INDEMNIFICATION OF BOARD AND COMMITTEE. No member of the Board or the
Committee, nor any officer or employee of the Bank acting on behalf of the
Board or Committee shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Board or the Committee and each officer or employee of the Bank
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Bank in respect of any such action,
determination or interpretation.
8.4 PLAN FUNDING. The Plan shall at all times be entirely unfunded and
no provision shall at any time be made with respect to segregating assets of
the Bank for payment of any amounts hereunder. No Participant or any other
person shall have any interest in any particular assets of the Bank by reason
of the right to receive an Annual Incentive Award or a Change of Control Award
under the Plan. Participants shall have only the rights of a general unsecured
creditor of the Bank and only at such time or times when such rights may arise
in accordance with the terms hereof.
8.5 GOVERNING LAW. This Plan shall be construed in accordance with the
laws of the State of California and the rights and obligations created hereby
shall be governed by the laws of the State of California.
-8-
<PAGE>
8.6 BINDING EFFECT. This Plan shall be binding upon and inure to the
benefit of the Bank, their successors and assigns, and the Participants, and
their respective heirs and personal representatives.
8.7 CONSTRUCTION OF PLAN. The captions used in this Plan are for
convenience only and shall not be construed in interpreting the Plan. Whenever
the context so requires, the masculine shall include the feminine and neuter,
and the singular shall also include the plural, and conversely.
8.8 INTEGRATED PLAN. This Plan constitutes the final and complete
expression of the Bank's agreement with respect to the subject matter hereof.
8.9 EFFECTIVE DATE AND TERMINATION DATE. The effective date of the Plan
shall be the date on which it is approved and adopted by the Board. The
Termination Date of this Plan shall be the earlier to occur of (i) the date on
which the Board determines to terminate or discontinue the Plan and (ii) the
date of any Change of Control.
8.10 COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Board may obtain
such agreements or undertakings, if any, as the Board may deem necessary or
advisable to assure compliance with any law or regulation of any governmental
authority or any national securities exchange or other forum in which the
Bank's common stock is traded. The Plan and any Annual Incentive Award or
Change of Control Award hereunder shall be subject to all applicable federal
and state laws, rules and regulations and to such approvals by any government
or regulatory agency as may be required.
8.11 AMENDMENT, SUSPENSION AND DISCONTINUANCE. The Board may from time to
time amend, suspend or discontinue the Plan.
8.12 ANNUAL INCENTIVE AWARDS AND CHANGE OF CONTROL AWARDS SUBJECT TO
APPLICABLE LAW. Any payments made to any Participant pursuant to this Plan, or
otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
1828(k) and any regulations promulgated thereunder.
* * * * *
-9-
<PAGE>
IN WITNESS WHEREOF, this Plan has been executed this 25th day of June, 1997.
CALIFORNIA FEDERAL BANK
A FEDERAL SAVINGS BANK
By: /s/ Gerald J. Ford
---------------------------------------
Name: Gerald J. Ford
Title: Chairman and Chief Executive Officer
<PAGE>
FIRST NATIONWIDE (PARENT) HOLDINGS INC.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND MINORITY INTEREST
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------------
1997 1996 1995 1994 1993
----------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
FIXED CHARGES (EXCLUDING INTEREST ON DEPOSITS):
Interest on borrowings.......................... $ 751,432 $ 429,120 $287,456 $ 98,888 $ 16,700
Total fixed charges (excluding interest on
deposits)...................................... 751,432 429,120 287,456 98,888 16,700
Rent interest factor............................ 7,857 5,044 6,628 1,746 361
Income before income taxes, extraordinary item
and minority interest.......................... 238,398 507,547 122,450 31,928 146,618
Earnings........................................ 997,687 941,711 416,534 132,562 163,679
Fixed charges (excluding interest on deposits) . 759,289 434,164 294,084 100,634 17,061
Minority interest .............................. 131,851 161,191 59,138 4,259 0
Combined fixed charges (excluding interest on
deposits) and minority interest................ 891,140 595,355 353,222 104,893 17,061
Ratio of earnings to combined fixed charges
(excluding interest on deposits) and minority
interest....................................... 1.12x 1.58x 1.18x 1.26x 9.59x
FIXED CHARGES (INCLUDING INTEREST ON DEPOSITS):
Interest on deposits............................ $ 746,985 $ 419,174 $447,359 $100,957 $ 55,410
Interest on borrowings.......................... 751,434 429,120 287,456 98,888 16,700
Total fixed charges (including interest on
deposits)...................................... 1,498,417 848,294 734,815 199,845 72,110
Rent interest factor............................ 7,857 5,044 6,628 1,746 361
Income before income taxes, extraordinary item
and minority interest.......................... 238,398 507,547 122,450 31,928 148,618
Earnings........................................ 1,744,672 1,360,885 863,893 233,519 219,089
Fixed charges (including interest on deposits) . 1,506,274 853,338 741,443 201,591 72,471
Minority interest............................... 131,851 161,191 59,138 4,259 0
Combined fixed charges (including interest on
deposits) and minority interest................ 1,638,125 1,014,529 800,581 205,850 72,471
Ratio of earnings to combined fixed charges
(including interest on deposits) and minority
interest....................................... 1.07x 1.34x 1.08x 1.13x 3.02x
</TABLE>
<PAGE>
SUBSIDIARIES OF FIRST NATIONWIDE (PARENT) HOLDINGS INC.
NAME STATE OF INCORPORATION
---- ----------------------
1. First Nationwide Holdings Inc. Delaware
2. California Federal Bank,
A Federal Savings Bank chartered under federal law
3. First Nationwide Mortgage Corporation Delaware
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints each of Eric K. Kawamura, Joram C. Salig and Renee N. Tucei or
any of them, each acting alone, his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, in connection with the FIRST NATIONWIDE
(PARENT) HOLDINGS INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 1997 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to sign
the Form 10-K in the name and on behalf of the Corporation or on behalf of
the undersigned as a director or officer of the Corporation, and any
amendments to the Form 10-K and any instrument, contract, document or other
writing, of or in connection with the Form 10-K or amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission, the Office of Thrift Supervision or other appropriate regulatory
authority and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
25th day of March 1998.
/s/ Ronald O. Perelman
------------------------
RONALD O. PERELMAN
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints each of Eric K. Kawamura, Joram C. Salig and Renee N. Tucei or
any of them, each acting alone, his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, in connection with the FIRST NATIONWIDE
(PARENT) HOLDINGS INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 1997 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to sign
the Form 10-K in the name and on behalf of the Corporation or on behalf of
the undersigned as a director or officer of the Corporation, and any
amendments to the Form 10-K and any instrument, contract, document or other
writing, of or in connection with the Form 10-K or amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission, the Office of Thrift Supervision or other appropriate regulatory
authority and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this
25th day of March 1998.
/s/ Howard Gittis
-------------------------
HOWARD GITTIS
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and statements of income found on pages 3 and 4 of
the Company's audited financial statements for the year ended December 31,
1997.
</LEGEND>
<CIK> 0001013229
<NAME> FIRST NATIONWIDE (PARENT) HOLDINGS INC.
<MULTIPLIER> 1,000
<CURRENCY> US$
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<CASH> 350,214
<INT-BEARING-DEPOSITS> 36,164
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 5,889,683
<INVESTMENTS-CARRYING> 1,396,176
<INVESTMENTS-MARKET> 1,431,588
<LOANS> 20,907,876<F1>
<ALLOWANCE> 439,233
<TOTAL-ASSETS> 31,362,156
<DEPOSITS> 16,202,605
<SHORT-TERM> 7,091,912
<LIABILITIES-OTHER> 702,959
<LONG-TERM> 5,983,060
0
0<F2><F3><F4><F5>
<COMMON> 1
<OTHER-SE> 205,915
<TOTAL-LIABILITIES-AND-EQUITY> 31,362,156
<INTEREST-LOAN> 1,629,574
<INTEREST-INVEST> 473,126
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 2,102,700
<INTEREST-DEPOSIT> 746,985
<INTEREST-EXPENSE> 1,498,417
<INTEREST-INCOME-NET> 604,283
<LOAN-LOSSES> 79,800
<SECURITIES-GAINS> 25,182
<EXPENSE-OTHER> 650,569
<INCOME-PRETAX> 238,398
<INCOME-PRE-EXTRAORDINARY> 197,083
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 65,232
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 7.53
<LOANS-NON> 192,195
<LOANS-PAST> 0
<LOANS-TROUBLED> 35,485
<LOANS-PROBLEM> 74,062
<ALLOWANCE-OPEN> 246,556
<CHARGE-OFFS> 56,124
<RECOVERIES> 4,623
<ALLOWANCE-CLOSE> 439,233<F6>
<ALLOWANCE-DOMESTIC> 7,921
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 431,312
<FN>
<F1> Tag 17 - Loans includes Loans held for sale of $1,483,466 and Allowance
for loan losses of $439,233
<F2> Tag 25 - Preferred excludes $486,456 in Minority interest for the
preferred stock of California Federal Bank
<F3> Tag 25 - Preferred excludes $163,568 in Minority interest for the Class B
common stock of FN Holdings Inc.
<F4> Tag 25 - Preferred excludes $25,680 in Minority interest for the preferred
stock of FN Holdings Inc.
<F5> Tag 25 - Preferred excludes $500,000 in Minority interest for the
preferred stock of California Federal Preferred Capital
Corporation
<F6> Tag 54 - Allowance-close includes $164,378 related to purchased loans
</FN>
</TABLE>
