PAGE 1 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended March 31, 1994
or
[ ] 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 1-6701
Providian Corporation
(Exact name of Registrant as specified in its charter)
Delaware 51-0108922
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 West Market Street, Louisville, Kentucky 40202
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (502) 560-2000
Capital Holding Corporation
(Former name if changed since last report)
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 and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of April 29, 1994.
Class Shares Outstanding
Common Stock, $1.00 par value 99,651,370
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PAGE 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PROVIDIAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 31
1994 December 31
Assets (Unaudited) 1993
Investments: (Dollars in Thousands)
Bonds and stocks, available for sale
(Amortized cost of $11,316,855 in 1994) $11,352,897 $ -
Bonds and stocks, held for investment
(Market value of $5,767,618 in 1993) - 5,323,421
Bonds and stocks, actively managed
(Amortized cost of $5,519,490 in 1993) - 5,541,127
Commercial mortgage loans 2,554,986 2,558,466
Residential mortgage loans 1,677,573 1,637,452
Consumer loans 1,861,665 1,867,944
Policy loans 352,154 351,507
Other investments 557,890 495,210
Total Investments 18,357,165 17,775,127
Cash and cash equivalents 363,235 377,318
Deferred policy and loan acquisition costs 1,383,596 1,373,481
Value of insurance in force purchased 289,213 283,509
Goodwill 228,145 230,183
Separate account assets 2,089,103 2,036,856
Other assets 994,556 852,531
Total Assets $23,705,013 $22,929,005
___________ ___________
Liabilities and Shareholders' Equity
Liabilities:
Benefit reserves and other policy liabilities $ 8,989,678 $ 8,858,749
Policyholder contract deposits 6,459,365 6,066,390
Banking deposits 1,450,099 1,491,767
Separate account liabilities 2,089,103 2,036,856
Long-term debt 589,242 589,268
Deferred federal income tax 349,722 360,425
Other liabilities 1,382,819 1,032,659
Total Liabilities 21,310,028 20,436,114
Commitments and Contingencies
Shareholders' Equity:
Preferred stock, adjustable rate
cumulative, $100 face value - 100,000
Common stock, $1 par 115,325 115,325
Additional paid-in capital 56,715 57,053
Net unrealized investment gain 19,833 17,204
Retained earnings 2,338,591 2,295,974
Common stock held in treasury - at cost:
1994-15,103,000 shares; 1993-13,899,000 shares (130,299) (89,289)
Unearned restricted stock (5,180) (3,376)
Total Shareholders' Equity 2,394,985 2,492,891
Total Liabilities and Shareholders' Equity $23,705,013 $22,929,005
___________ ___________
See notes to condensed consolidated financial statements.
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PAGE 3
Item 1. (continued)
PROVIDIAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended March 31 1994 1993
(Amounts in Thousands Except
Per Common and Common
Equivalent Share)
Revenues:
Premiums and other considerations $ 291,492 $ 307,589
Investment income, net of expenses 378,987 362,715
Consumer loan servicing fees 42,108 40,219
Realized investment loss (36,733) (19,161)
Other income, net 22,405 20,464
Total Revenues 698,259 711,826
Benefits and Expenses:
Benefits and claims 217,901 222,825
Increase in benefit
and contract reserves 139,969 152,206
Commissions, net 17,859 21,457
General, administrative and other
expenses, net 129,678 132,502
Amortization of deferred policy
and loan acquisition costs,
value of insurance in force
purchased and goodwill 81,164 67,783
Interest expense 19,236 19,810
Total Benefits and Expenses 605,807 616,583
Income before Federal Income Tax 92,452 95,243
Federal Income Tax 28,444 29,407
Net Income 64,008 65,836
Provision for Dividends on Nonconvertible
Preferred Stock 1,163 1,688
Net Income Applicable to Common Stock $ 62,845 $ 64,148
_________ __________
Net Income per Common and
Common Equivalent Share $ .62 $ .64
_________ __________
Cash Dividends Paid per Common Share $ .20 $ .1825
_________ __________
Weighted Average Number of Common and
Common Equivalent Shares Outstanding
During the Period 101,052 100,889
_________ __________
See notes to condensed consolidated financial statements.
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PAGE 4
Item 1. (continued)
PROVIDIAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31 1994 1993
(Dollars in Thousands)
Net Cash Flows from Operations $ 245,564 $ 254,427
Cash Flows from Investment Activities:
Investments sold or matured 1,980,005 2,620,807
Cost of securities and mortgage loans acquired (2,386,444) (3,135,232)
Additions to operating property (6,186) (13,969)
Net increase in consumer loans (106,688) (110,757)
Securitization of consumer loans 100,000 72,000
Acquisition of subsidiary - (54,854)
All other investment activities (26,077) (21,791)
Net Cash Flows used in Investment Activities (445,390) (643,796)
Cash Flows from Financing Activities:
Net increase (decrease) in short-term
borrowings 149,567 (29,778)
Policyholder contract deposits 809,929 589,227
Withdrawals of policyholder contract deposits (562,972) (350,773)
Net decrease in banking deposits (41,668) (117,170)
Repayment of long-term debt (26) (35,126)
Net proceeds from revolving line of credit - 155,000
Redemption of preferred stock (100,000) -
Purchase of common stock for treasury (47,555) -
Dividends (22,854) (20,111)
Proceeds from exercise of stock options 1,322 1,523
Net Cash Flows from Financing Activities 185,743 192,792
Net Decrease in Cash and Cash Equivalents (14,083) (196,577)
Cash and Cash Equivalents at Beginning of Period 377,318 717,039
Cash and Cash Equivalents at End of Period $ 363,235 $ 520,462
__________ ___________
See notes to condensed consolidated financial statements.
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PAGE 5
Item 1. (continued)
PROVIDIAN CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
A. The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and
in conformity with generally accepted accounting principles and reflect
all adjustments which are, in the opinion of management, necessary to a
fair presentation of the results for the interim periods presented. All
such adjustments are of a normal recurring nature. Certain items, for
the three months ended March 31, 1993, have been reclassified to conform
to current year classifications. The results of operations for the
three-month period ended March 31, 1994 are not necessarily indicative of
the results to be expected for the full year ending December 31, 1994.
These unaudited condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and
footnotes included in the Company's annual report on Form 10-K for the
year ended December 31, 1993.
B. The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", as of January 1, 1994 and classified all of its securities
as "available for sale" at that time. In accordance with this SFAS,
prior year financial statements have not been restated to reflect the
change in accounting principle. As a result of the adoption of SFAS No.
115, the net unrealized investment gain component of shareholders' equity
increased by $261,400,000 (net of an adjustment to deferred policy
acquisition costs of $42,000,000 and deferred federal income taxes of
$140,800,000) to reflect the January 1, 1994, net unrealized gains on
securities classified as "available for sale" previously carried at
amortized cost. The adoption of SFAS No. 115 had no effect on net
income.
C. Realized investment loss for the first quarter of 1994 includes a
non-recurring charge of $52.4 million for an impaired investment in
Granite Partners, a limited partnership which invested in complex
mortgage-backed securities. This non-recurring charge reflects a
write-off of all of the Company's investment in Granite Partners.
D. Per common and common equivalent share amounts have been calculated using
net income after provision for dividends on nonconvertible preferred
stock, divided by the weighted average number of common and common
equivalent shares outstanding during the three-month periods. Fully
diluted net income per common share is not presented as it approximates
net income per common and common equivalent share.
E. Consumer loans have been reduced by the sale, without recourse, of
unsecured receivables under asset securitization plans during 1994 of
$100.0 million. Total unsecured consumer receivables securitized through
March 31, 1994 were $2.0 billion.
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PAGE 6
Item 1. (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
F. An analysis of the allowance for loan losses on consumer and mortgage
loans for the three month periods ended March 31, 1994 and 1993 is as
follows:
Consumer Mortgage
Three-Months Ended March 31 1994 1993 1994 1993
(Dollars in Thousands)
Balance at beginning of period $ 75,061 $ 82,974 $ 51,362 $ 47,510
Current period provision (a) (2,204) 18,481 8,748 8,380
Current period chargeoffs,
net of recoveries (14,654) (17,871) (6,673) (6,184)
Balance at end of period $ 58,203 $ 83,584 $ 53,437 $ 49,706
(a) Includes the elimination of the allowance on consumer loans in
process of securitization and consumer loans securitized without
recourse, of $18,823 and $5,138 in 1994 and 1993, respectively.
G. On March 2, 1994, the Company redeemed, at face value, all $100 million
of its Adjustable Rate Cumulative Preferred Stock, Series F, at $100 per
share plus accrued and unpaid dividends through the date of redemption.
On May 12, 1994, a subsidiary of the Company completed the issuance of
4,000,000 shares of Cumulative Monthly Income Preferred Stock (MIPS) at
$25 per share to replace the redeemed Series F Preferred Stock. The
annual dividend rate on the MIPS is 8.875 percent.
H. In May 1993, the FASB issued SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan", which establishes accounting standards for
creditors when a loan is deemed impaired. The Statement is primarily
applicable to the commercial loan portfolio, as large groups of smaller
balance homogenous loans such as credit card, consumer installment loans
or residential mortgages are excluded. The Company is currently
determining the impact of this Statement, which is required for calendar
year 1995 financial statements. However, adoption is not expected to
have a material effect on the Company's financial position or results of
operations.
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PAGE 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Operations
Providian's net income for the three months ended March 31, 1994 was $.62 per
common and common equivalent share (hereinafter called "per common share"),
down 3.1 percent from last year's $.64 per common share. Net income includes
pretax realized losses of $36.7 million, comprised of investment and
securities gains of $24.4 million, offset by provisions for mortgage loan
loss reserve additions of $8.7 million and a non-recurring charge on an
impaired investment in Granite Partners of $52.4 million. The Company's
entire investment in Granite Partners, a limited partnership which invested in
complex mortgage-backed securities, was written off in anticipation of a
complete loss upon liquidation of the partnership. No further exposure to
losses on Granite Partners exists as of March 31, 1994.
Earnings, excluding realized investment gains and losses, net of related
deferred acquisition cost amortization and tax, for the three months ended
March 31, 1994 were $.90 per common share, up 11.1 percent from the $.81 per
common share reported last year. Strong growth in the Banking, Direct
Response and Accumulation and Investment Groups contributed to these results.
Revenues, as discussed hereinafter, exclude realized investment gains and
losses. Consolidated revenues for the quarter were $735.0 million, up
slightly from the $731.0 million in the prior year. Consolidated premiums
were $291.5 million, down 5.2 percent from 1993, primarily from lower life
annuity sales in the Accumulation and Investment Group as the Company
continues to focus on writing business only at acceptable profit margins.
Investment income, servicing fee and other income is up 4.7 percent due to
growth in assets as well as an increase in fee income in the Banking Group.
Agency Group pretax earnings for the quarter were $45.7 million, down .9
percent from a year ago due to lower investment income, as cash flow from
operations and investment activities was reinvested in a lower interest rate
environment, partially offset by reduced expenses and favorable morbidity.
Individual life pretax earnings, which account for most of Agency Group
income, improved 1.7 percent to $45.1 million, primarily from continuing cost
control actions partially offset by unfavorable mortality. Life profit
margins, defined as pretax earnings as a percentage of mean policyholder
reserves, were 8.0 percent, below 1993's margin of 8.1 percent, due to
unfavorable mortality. Agency Group premiums were $110.1 million, down 2.4
percent, reflecting slow growth in the life and health product lines which was
more than offset by some terminated partnership business. Life and health
sales were down 21.8 percent, the effect of the snow storms and other
inclement weather in January and February, as well as some continuing weakness
in agent sales carrying over from 1993. The combined life and health
termination rate of 13.8 percent improved significantly from the prior year
rate of 16.3 percent due to greater focus on account condition and lower first
year terminations related to the sales decline.
Direct Response Group pretax earnings improved 15.2 percent over first quarter
1993 to $26.5 million, primarily resulting from a strong focus on cost
management and losses recorded in 1993 on an investment in a small third-party
administrator. Life, health and other pretax earnings increased 18.0 percent
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PAGE 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
to $24.1 million primarily due to expense reductions, while property and
casualty pretax earnings of $2.4 million were modestly below prior year
results. Life profit margins (defined as pretax earnings as a percentage of
premium income) were 22.2 percent, improved from last year's margin of 19.7
percent due largely to reduced spending, the result of cost management
efforts, and higher investment income. Health profit margins (pretax earnings
as a percentage of premium income) at 20.4 percent were also improved (17.2
percent in 1993) due to reduced spending. The property and casualty combined
ratio (ratio of total dollars of claims and expenses incurred for each $100 of
premiums) continues to show a slightly positive trend at 104.2 percent
compared to 104.7 percent for the first quarter of 1993. Direct Response
premiums were up 3.4 percent to $169.7 million, primarily as a result of the
January 1994 acquisition of a block of business from Skandia U.S. Insurance
Company, an auto insurer specializing in the active-duty military market.
Life premiums increased 1.1 percent over last year due to favorable
persistency, while health premiums declined 7.5 percent due to unfavorable
persistency.
Banking Group pretax earnings were $32.8 million, up 21.1 percent from 1993
due to higher fee income and the combination of higher net interest margins
earned on increasing loan balances. Total loans under management, including
$2.0 billion of securitized receivables and $475.0 million in the process of
securitization, were $3.9 billion, essentially flat with December 1993 and up
$422.9 million from March 1993. Secured Card product balances increased to
$60.1 million compared to $54.0 million at December 31, 1993. First Gold
product balances grew to $337.7 million in the first quarter and Select Equity
balances grew $23.2 million to $335.6 million at March 31, 1994. Return on
mean assets was 5.9 percent compared to 5.0 percent a year ago due to the
growth in fee income and continued favorable spreads. Loan loss reserves
related to unsecured consumer receivables, excluding receivables previously
securitized and those in the process of securitization, was 5.6 percent
compared to 5.4 percent at March 31, 1993 and 4.8 percent at year end 1993.
Net credit losses related to unsecured consumer receivables, excluding
receivables previously securitized and those in the process of securitization,
was 3.7 percent in 1994, compared to 4.3 percent for the first quarter of 1993
and 4.2 percent for the full year 1993. Balances past due 30 days or more
related to unsecured consumer receivables, excluding those previously
securitized, were improved to 1.9 percent compared to 2.4 percent last year
and the 2.2 percent year end rate. The following table summarizes dollar
amounts of unsecuritized problem consumer loans, as of March 31, 1994 and
December 31, 1993:
March 31, 1994 December 31, 1993
(Dollars in Millions)
Non-accrual loans $ 7.7 $ 8.0
Loans past due greater than 30 days 42.9 45.2
Total problem consumer loans $ 50.6 $ 53.2
There were no additional specifically identified loans that represented
significant potential problems.
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PAGE 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Accumulation and Investment Group pretax earnings for the quarter were $37.7
million, up 14.4 percent, primarily from higher net interest margins in the
lower interest rate environment and increased volume of spread and fee-based
business. Offsetting these favorable results was accelerated retail
amortization due to lower future interest spread and higher lapse assumptions.
Mean policyholder deposits, a key driver of profitability, grew by 7.5 percent
during 1994. Profit margins on total deposits (pretax earnings as a
percentage of mean policyholder deposits) were 117 basis points, even with
1993. Increases in short and intermediate term interest rates in the first
quarter of 1994 did not significantly impact results. However, these
increases in short and intermediate term interest rates in the first quarter
will result in lower margins over the remainder of 1994 as interest rates on
assets and liabilities reset. If rates continue to rise, the decline in
margins will be more significant. Policyholder deposits stood at $13.2
billion, up from $12.7 billion at December 31, 1993, a result of favorable
institutional deposit growth. Institutional deposits grew $550.8 million,
including $434.4 million in the short-indexed GIC and $157.7 million in the
index-guaranteed Total Return Account Contract products. Retail spread-based
deposits declined $8.4 million in the quarter due to withdrawals resulting
from lower credited interest rates as the Company continues to emphasize
profitability over volume growth. Fee-based variable annuities grew $39.7
million, despite lower stock market values during the first quarter. In
addition, the institutional fee-based Trust GIC, which is not reflected as a
deposit on the Company's balance sheet, grew $1.1 billion to $5.5 billion.
Cash and invested assets were $18.7 billion, up 3.1 percent from December 31,
1993. Excluding Banking Group, invested assets related to insurance
operations were $16.7 billion compared to $16.1 billion at December 31, 1993.
The distribution of invested assets at March 31, 1994 has not changed
significantly from December 31, 1993. Exposure to below-investment grade
bonds at March 31, 1994 was 4.8 percent, compared to 4.6 percent at December
31, 1993. Additionally, there were no securities in the bond and preferred
stock portfolio that were delinquent as to interest or dividends. While we
experienced a significant impairment in the first quarter of 1994 in Granite
Partners, default and loss experience in the remainder of the securities
portfolio is good with no defaults and no other significant losses as a result
of impairments in value during 1994.
Problem commercial mortgage loans (based on the ACLI definition, which
includes loans past due 60 days or more, loans in the process of foreclosure,
restructured loans and real estate acquired through foreclosure) as of March
31, 1994, amounted to 6.30 percent of outstanding commercial loans, up
from 5.12 percent at December 31, 1993, primarily due to the addition of one
additional loan to the problem category. The industry average for problem
commercial mortgage loans was 18.87 percent at December 31, 1993 (the most
recently published statistics). Problem residential mortgage loans (based on
Mortgage Bankers Association (MBA) standards, which is based on the number of
loans that are past due 30 days or more, and loans in the process of
foreclosure) were 3.97 percent and 3.59 percent at March 31, 1994 and
December 31, 1993, respectively. The MBA average for problem residential
mortgage loans was 5.32 percent at December 31, 1993 (the most recently
published statistics). Loans on which the Company has discontinued the
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PAGE 10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
accrual of interest and restructured loans accruing interest as of
March 31, 1994 and December 31, 1993 were as follows:
Commercial Loans Residential Loans
March 31 December 31 March 31 December 31
1994 1993 1994 1993
(Dollars in Millions)
Non-accrual loans $87.7 $64.3 $11.3 $12.6
Restructured loans,
accruing interest 5.6 5.2 - -
Total $93.3 $69.5 $11.3 $12.6
As of March 31, 1994, there were approximately $33.5 million of commercial
mortgage loans with identified potential problems which could cause these
loans to be included in a problem category in the future; we do not anticipate
any material losses to arise from these loans.
As of January 1, 1994, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", and classified all of its
securities as "available for sale". Adoption of SFAS No. 115 has introduced
additional volatility to reported shareholders' equity by reporting debt and
equity securities at fair value while other assets and all liabilities are
reported at historical cost. Thus, reported financial results will not
represent the underlying economics. As a result of the adoption of SFAS No.
115, the net unrealized investment gain component of shareholders' equity
increased by $261.4 million at January 1, 1994. During the first quarter of
1994, the net unrealized gains component of shareholders' equity, net of
related adjustments to deferred policy acquisition costs and deferred federal
income taxes, decreased by $258.8 million. The decrease resulted primarily
from the increase in interest rates during the first quarter of 1994, and also
by the realized investment and securities gains recognized during the quarter.
Liquidity and Cash Flow
Net cash flows from operations were $245.6 million during the quarter,
compared to $254.4 million last year. Commercial paper borrowings averaged
$78.7 million during the quarter at a weighted average interest rate of 3.44
percent. Commercial paper outstandings at March 31, 1994 were $189.4 million.
The Company has committed lines of credit of $850.0 million which would
provide additional liquidity should adverse conditions arise. First Deposit
also maintains committed lines of credit as part of its liquidity management.
At March 31, 1994, borrowings under its $400 million revolving credit
agreement amounted to $175 million. In addition, the Company's investment
portfolio of $11.4 billion at March 31, 1994 provides a significant source of
short-term liquidity.
During the first quarter, the Company repurchased 1.4 million shares of its
common stock at an average price of $33.81 per share. As described in Note G
to the condensed consolidated financial statements, the Company redeemed in
the first quarter all $100 million of its Adjustable Rate Cumulative Preferred
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PAGE 11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Stock, Series F, and replaced it in May 1994 with an offering of Cumulative
Monthly Income Preferred Stock.
The Company is a legal entity, separate and distinct from its subsidiaries.
As a holding company with no other business operations, its primary sources of
cash to meet its obligations, including principal and interest payments with
respect to indebtedness, are dividends and other statutorily permitted
payments from its subsidiaries.
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PAGE 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In the normal course of business, the Company and its subsidiaries are
parties to a number of lawsuits. Management believes that these suits
will be resolved with no material financial impact on the Company.
Item 2. Change in Securities
Not applicable
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
The Company's annual meeting of shareholders was held May 11, 1994.
Following are the results of the proposals voted upon at that meeting.
As of the record date (March 14, 1994) there were 100,509,816 issued and
outstanding shares eligible to vote.
Proposal 1:
Joseph F. Decosimo, Lyle Everingham, Watts Hill Jr. and Larry D. Thompson
were elected to the Board of Directors. Below is the number of votes
cast for, or withheld for each director elected.
Name For Withheld
Joseph F. Decosimo 88,086,901 1,018,278
Lyle Everingham 88,007,264 1,097,915
Watts Hill Jr. 88,080,097 1,025,082
Larry D. Thompson 88,020,732 1,084,447
Directors continuing to serve on the Board are John M. Cranor III,
J. David Grissom, F. Warren McFarlan, Martha R. Seger, Ph.D.,
Florence R. Skelly, Irving W. Bailey II, John L. Clendenin,
Raymond W. Gilmartin and John L. Weinberg.
Proposal 2:
The shareholders approved an amendment to the Company's Certificate of
Incorporation changing the name of the Company from Capital Holding
Corporation to Providian Corporation. The results of the vote were
83,180,193 for, 5,167,241 against and 757,745 abstained.
Proposal 3:
The shareholders approved amendments to the Company's 1989 Stock Option
Plan addressing tax deductibility limits imposed by the Omnibus Budget
Reconciliation Act of 1993 and providing grantees under the Plan
additional flexibility in retirement and estate planning. The results of
the vote were 80,334,568 for, 7,718,346 against and 1,052,265 abstained.
Proposal 4:
The shareholders approved an amendment to the Company's Certificate of
Incorporation creating a class of Preference Stock. The amendment
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PAGE 13
PART II - OTHER INFORMATION
authorizes the issuance of 25,000,000 shares of Preference Stock with a
par value of $.01 per share. The results of the vote were 53,609,679
for, 30,058,269 against and 971,391 abstained.
Proposal 5:
The shareholders approved the appointment of Ernst and Young as the
Company's independent auditors. The results of the vote were 88,455,058
for, 132,139 against and 517,982 abstained.
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Exhibits: None
Reports: On January 14, 1994, the Company filed a current report
dated January 14, 1994, on Form 8-K, Item 7(c) (Exhibits).
The report included exhibits relating to the Registrants
medium-term notes, Series D, to be issued under the Indenture
dated as of January 1, 1994, between the Company and Morgan
Guaranty Trust Company of New York, as Trustee.
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PAGE 14
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.
Providian Corporation
(Registrant)
Date: May 13, 1994 Robert L. Walker
Senior Vice President - Finance
and Chief Financial Officer
Date: May 13, 1994 Steven T. Downey
Vice President and Controller
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