United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934 For the Fiscal Year Ended December 31, 1999
OR
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
Commission file number 1-8422
----------------------------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Countrywide Credit Industries, Inc. Tax Deferred Savings
And Investment Plan
c/o Countrywide Credit Industries, Inc.
Human Resources: Benefits Department
MSN: RM-56
1515 Walnut Grove Avenue
Rosemead, CA 91770-3710
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Countrywide Credit Industries, Inc.
4500 Park Granada
Calabasas, CA 91302
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator has duly caused this annual report to be signed on its behalf
by the undersigned thereunto duly authorized.
Countrywide Credit Industries, Inc.
Tax Deferred Savings and Investment Plan
/S/ Angelo R. Mozilo
Chairman, Chief Executive Officer and President
Countrywide Credit Industries, Inc.
Date: June 28, 2000
Exhibit Index
Exhibit
-------
23 Accountant's Consent
<PAGE>
Financial Statements and Report of
Independent Certified Public Accountants
COUNTRYWIDE CREDIT INDUSTRIES, INC.
TAX DEFERRED SAVINGS AND INVESTMENT PLAN
December 31, 1999 and 1998
<PAGE>
C O N T E N T S
Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 3
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR
BENEFITS - DECEMBER 31, 1999 and 1998 4
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS YEAR ENDED - DECEMBER 31, 1999 5
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED
- DECEMBER 31, 1998 6
NOTES TO FINANCIAL STATEMENTS 7
SUPPLEMENTAL SCHEDULE REQUIRED BY FORM 5500
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES -
DECEMBER 31, 1999 14
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Trustees
Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan
We have audited the accompanying statements of net assets available for benefits
of Countrywide Credit Industries, Inc. Tax Deferred Savings and Investment Plan
as of December 31, 1999 and 1998 and the related statement of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Countrywide
Credit Industries, Inc. Tax Deferred Savings and Investment Plan as of December
31, 1999 and 1998 and the changes in those net assets for the years then ended
in conformity with accounting principles generally accepted in the United States
of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999 is presented for purposes of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplementary schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
GRANT THORNTON LLP
Los Angeles, California
May 18, 2000
<PAGE>
The accompanying notes are an integral part of these statements.
6
<TABLE>
Countrywide Credit Industries, Inc.
Tax Deferred Savings and Investment Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Dollar amounts in thousands)
December 31,
<S> <C> <C>
-----------------------------------
1999 1998
---------------- --------------
Investments
Participant directed investments $112,532 $ 78,414
Countrywide Credit Industries Inc. Common Stock * 28,370 50,433
---------------- --------------
140,902 128,847
---------------- --------------
Receivables:
Employer's contribution 2,057 1,983
Participants' contribution 836 751
---------------- --------------
Total receivables 2,893 2,734
---------------- --------------
Net assets available for benefits $143,795 $131,581
================ ==============
================ ==============
* Party-in-interest
<PAGE>
The accompanying notes are an integral part of this statement.
8
</TABLE>
<TABLE>
Countrywide Credit Industries, Inc.
Tax Deferred Savings and Investment Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 1999
<S> <C> <C> <C> <C>
Participant Non-Participant
Directed Directed
Consolidated CCI, Inc. Contributions
Assets Investment Common Stock Receivable Total
----------------------- ------------------------------------------------ -------------
Additions to net assets attributed to:
Investment income
Net appreciation in fair value of $ 17,116 $ (26,875) $ - $ (9,759)
investments
Interest
495 4 - 499
Dividends
- 396 - 396
----------------------- ----------------------- ----------------------- ---------------
17,611 (26,475) - (8,864)
----------------------- ----------------------- ----------------------- --------------
Contributions:
Participant's
22,637 589 836 24,062
Employer's
- 5,218 2,057 7,275
----------------------- ----------------------- ----------------------- ------------
22,637 5,807 2,893 31,337
----------------------- ----------------------- ----------------------- --------------
Total additions
40,248 (20,668) 2,89 22,473
----------------------- ----------------------- -------------------- --------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants
(8,998) (1,220) - (10,218)
Administrative expenses
(41) - - (41)
----------------------- ----------------------- ----------------------- -----------
Total deductions
(9,039) (1,220) - (10,259)
Net increase prior to
interfund tranfers 31,209 (21,888) 2,893 12,214
----------------------- ----------------------- ----------------------- ------------
Interfund transfers
2,909 (175) (2,734) -
Net increase (decrease)
34,118 (22,063) 159 12,214
Net assets available for benefits:
-
Beginning of year
78,414 50,433 2,734 131,581
----------------------- ----------------------- ----------------------- ------------
End of year $ 112,532 $ 28,370 $ 2,893 $ 143,795
======================= ======================= ======================= ==============
</TABLE>
<PAGE>
<TABLE>
Countrywide Credit Industries, Inc.
Tax Deferred Savings and Investment Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 1998
<S> <C> <C> <C> <C>
Participant Non-Participant
Directed Directed
Consolidated CCI, Inc. Contributions
Assets Investment Common Stock Receivable Total
Additions to net assets attributed to:
Investment income
Net appreciation in fair value of investments $ 7,853 $ 7,011 $ - $ 14,864
Interest 379 - - 379
Dividends 457 300 - 757
8,689 7,311 - 16,000
===== ===== ======
Contributions:
Participant's 17,291 - 751 18,042
Employer's - 4,245 1,983 6,228
17,291 4,245 2,734 24,270
------ ----- ----- ------
Total additions 25,980 11,556 2,734 40,270
====== ====== ===== ======
Deductions:
Benefits paid to participants (2,930) (1,555) - (4,485)
Administrative Expenses (30) - - (30)
Total deductions (2,960) (1,555) - (4,515)
====== ====== ======
Net increase prior to interfund tranfers 23,020 10,001 2,734 35,755
Interfund transfers 853 1,345 (2,198) -
Net Increase (decrease) 23,873 11,346 536 35,755
Net assets available for benefits:
Beginning of year 54,541 39,087 2,198 95,826
End of year $ 78,414 $ 50,433 $ 2,734 $ 131,581
================ ============== ============== ==========
</TABLE>
<PAGE>
Countrywide Credit Industries, Inc.
Tax Deferred Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
14
Countrywide Credit Industries, Inc.
Tax Deferred Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS
9
NOTE A - DESCRIPTION OF PLAN
The following description of the Countrywide Credit Industries, Inc. (the
Company) Tax Deferred Savings and Investment Plan (the Plan) provides only
general information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
1. General
The Plan is a defined contribution plan covering all full-time employees of
the Company who have at least three months of service and are age 21 or
older. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
2. Contributions
Each year, participants may contribute up to 16 percent of pretax annual
compensation, as defined in the Plan. Participants may also contribute, at
the discretion of the Plan administrator, amounts representing distributions
from other qualified defined benefit or contribution plans. The Company
makes a discretionary matching contribution equal to 50 percent of the
participant contributions up to a maximum of 6 percent of the participants'
base compensation, as defined in the Plan. Contributions are subject to
certain limitations.
3. Participant Accounts
Each participant's account is credited with the participant's contribution,
discretionary matching contribution and an allocation of Plan earnings.
Allocations of Plan earnings are based on account balances. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's vested account.
4. Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Vesting in the Company's discretionary matching
contribution portion of their accounts plus actual earnings thereon is based
on years of continuous service. Participants begin vesting in Company
contributions after one year of credited service and are fully vested after
five years of credited service.
<PAGE>
NOTE A - DESCRIPTION OF PLAN - Continued
5. Investment Options
Upon enrollment in the Plan, a participant may direct employee contributions
in one percent increments in any of the thirteen investment options.
1. Scudder Income Fund - Funds are generally invested in corporate
bonds, convertible bonds and government securities. The primary
earnings focus is on long-term interest income.
2. Scudder Growth & Income Fund - Funds are generally invested in
common and preferred stocks that have historically paid dividends.
The primary earnings focus is on capital appreciation and
dividends.
3. Scudder International Fund - Funds are generally invested in a
diversified portfolio of foreign stocks. The primary earnings focus
is on capital appreciation with a diversified portfolio to hedge
against currency fluctuation risk.
4. Scudder Stock Index Fund - Funds are invested in Standard and
Poor's 500 stocks or in other mutual funds that mirror the S&P 500.
The primary earnings focus is on capital appreciation.
5. IDS Mutual Fund - Funds are generally invested in a combination of
long-term equities, a majority of which are in common stocks, and
the remainder in preferred stocks, bonds and other debentures. The
primary earnings focus is on long-term income.
6. IDS New Dimensions Fund - Funds are generally invested in stocks of
companies that have the potential for significant growth based on
technological or economic changes. The primary earnings focus is on
capital appreciation.
7. Countrywide Utility Fund - Funds are invested in securities of
the public utilities. The primary earnings focus is on short-term
interest income.
8. Countrywide Adjustable Rate U.S. Government Securities Fund -
Funds are invested primarily in mortgage-related securities, created
from pools of adjustable-rate mortgages whose principal and interest
are guaranteed by the U.S. government, its agencies or
instrumentalities. The primary earnings focus is on short-term
interest income.
<PAGE>
NOTE A - DESCRIPTION OF PLAN - Continued
9. Countrywide Institutional Government Income Fund - Funds are
invested in short-term obligations issued or guaranteed as to
principal and interest by the U.S. government, its agencies or
instrumentalities. The primary earnings focus is on short-term
income consistent with protection of capital.
10. Countrywide Equity Fund - Funds are invested primarily in common
stocks that have historically paid dividends. The primary earnings
focus is on capital appreciation and dividends.
11.Countrywide Intermediate Term Government Income Fund - Funds are
invested in a portfolio of intermediate-term U.S. government
obligations. The primary earnings focus is on short-term income
consistent with protection of capital.
12. Countrywide Aggressive Growth Fund - Funds are invested in common
stocks and other equity securities, targeting growth companies of
various sizes. The primary earnings focus is on long-term capital
appreciation.
13. Countrywide Growth and Value Fund - Funds are invested in common
stocks and other equity securities. The primary earnings focus is
on long-term capital appreciation.
Participants may change their investment options at any time.
6. Participant Loans Receivable
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their total vested
account balances. Loan terms may range up to 5 years, and may exceed 5
years, for the purchase of a primary residence. The loans are secured by the
balance in the participant's account and bear interest at a rate
commensurate with local prevailing rates as determined by the Plan
administrator. Current interest rates of participant loans receivable range
from 8 percent to 12 percent. Principal and interest is paid ratably through
semi-monthly payroll deductions.
<PAGE>
NOTE A - DESCRIPTION OF PLAN - Continued
7. Payment of Benefits
On termination of service before the normal retirement age of 65, a
participant may elect to defer distribution until normal retirement age or
receive a lump sum payment equal to the vested share of the participant's
account. However, if the participant's total vested benefit value is less
than $5,000, the Plan administrator shall direct the trustee to cause the
entire vested benefit to be paid to such participant in a lump sum.
On termination of service due to death, disability or normal retirement,
participants may elect to receive a lump sum amount equal to the value of
the participant's vested interest in his or her account.
8. Forfeited Accounts
Forfeited nonvested accounts totaled $184,000 for the year ended December
31, 1999. These accounts were used to reduce the employer's contribution.
NOTE B - SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting. Administrative expenses are paid by the employer.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices which represent the net asset value
of shares held by the Plan at year-end. The Company stock is valued at its
quoted market price. Participant loans receivable are valued at cost which
approximates fair value.
Payment of Benefits
Benefits are recorded when paid.
<PAGE>
NOTE B - SUMMARY OF ACCOUNTING POLICIES - Continued
Use of Estimates in Preparing Financial Statements
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
NOTE C - INVESTMENTS
The Plan's investments are held in a trust fund administered by Scudder Trust
Company. The fair values of investments that represented 5 percent or more of
the Plan's net assets consisted of the following:
<TABLE>
Fair Value
<S> <C> <C>
----------------------------------
1999 1998
--------------- --- --------------
(Dollar amounts in thousands)
Scudder Trust Company
Scudder Growth & Income Fund Mutual Fund $21,262 $19,137
Scudder International Fund Mutual Fund 12,217 6,640
Scudder Stock Index Fund Common Collective Trust 18,825 12,696
IDS New Dimensions Fund Mutual Fund 18,207 11,572
Countrywide Institutional Government
Income Fund Money Market Fund 10,648 9,640
Countrywide Credit Industries, Inc.
Common stock Stock 28,386 50,433
Other Various 31,357 18,729
--------------- --------------
Total investments $140,902 $128,847
=============== ==============
</TABLE>
Subsequent to December 31, 1999, the investments held by the Company may have
experienced a decline in value due to market conditions. The investments are
subject to inherent market risk; therefore, the value may continually fluctuate
to reflect current market conditions.
<PAGE>
NOTE D - RELATED PARTY TRANSACTION
Certain Plan investments are shares of mutual funds that were managed by a
wholly-owned subsidiary of the Company, that was sold on October 29, 1999.
NOTE E - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
NOTE F - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated June 10, 1993, that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter. However, the Plan
administrator believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
<PAGE>
Countrywide Credit Industries, Inc.
Tax Deferred Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 1993 and 1992
SUPPLEMENTAL SCHEDULE
REQUIRED BY FORM 5500
<PAGE>
<TABLE>
Countrywide Credit Industries, Inc.
Tax Deferred Savings and Investment Plan
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1999
(Dollar amounts in thousands)
<S> <C> <C> <C>
Description Current
Identity of Investment of Investment Cost Value
------------------------------------------------------ --------------------------------- ------------- -------------
Scudder Income Fund Mutual Fund $ 6,617 $ 6,201
Scudder Growth & Income Fund Mutual Fund 21,138 21,262
Scudder U.S. Treasury Money Fund Money Market Fund 15 15
Scudder Cash Investment Trust Money Market Fund 7 7
Scudder International Fund Mutual Fund 8,811 12,217
Scudder Stock Index Fund Common Collective Trust 16,016 18,825
IDS Mutual Fund Mutual Fund 6,090 5,895
IDS New Dimensions Fund Mutual Fund 15,186 18,207
Countrywide Utility Fund Mutual Fund 941 911
Countrywide Adjustable Rate
U.S. Government Securities Fund Mutual Fund 687 685
Countrywide Institutional Government
Income Fund Money Market Fund 10,648 10,648
Countrywide Equity Fund Mutual Fund 1,606 1,829
Countrywide Intermediate Term
Government Income Fund Mutual Fund 461 431
Countrywide Aggressive Growth Fund Mutual Fund 3,085 4,773
Countrywide Growth and Value Fund Mutual Fund 2,591 3,741
Countrywide Credit Industries Inc.,
Common stock Stock 47,994 28,386
Participant loans receivable Participants' loans 6,869 6,869
------------- -------------
Total assets held for investment purposes $148,762 $140,902
============= =============
</TABLE>
<PAGE>
