OLYMPUS CAPITAL CORP /UT/
10-Q, 1994-05-16
STATE COMMERCIAL BANKS
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                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
(Mark One)

[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the quarterly 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 01/01/94 TO 03/31/94

Commission File Number 0-11130

                          OLYMPUS CAPITAL CORPORATION
            (Exact name of registrant as specified in its charter)

             UTAH                                                87-0166750   
  (State or other jurisdiction of                            (I.R.S. Employer 
   incorporation or organization)                          Identification No.)

               115 South Main St. Salt Lake City, Utah  84111  
                   (Address of principal executive offices)
                                  (Zip Code)

                                (801) 325-1000                  
             (Registrant's telephone number, including area code)

                                Not Applicable
  (Former name, former address and former fiscal year, 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 (or  for such  shorter period  that the
registrant  was required to  file such reports),  and (2) has  been subject to
such filing requirements for the past 90 days.
Yes  X   No     

Indicate  the number of shares outstanding of  each of the issuer's classes of
common stock as of the latest practicable date.

3,099,639 shares  of  $1.00 par  value  common stock  of the  registrant  were
outstanding as of May 13, 1994.
<PAGE>


                 OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES

                                     INDEX

 PART I - FINANCIAL INFORMATION:                                   Page No.


 Item 1.  Financial Statements


       Consolidated Condensed Statements of Financial
       Condition -                                                    3
             March 31, 1994, and December 31, 1993


       Consolidated Condensed Statements of Operations -
             Three Months ended March 31, 1994, and 1993              4


       Consolidated Condensed Statements of Cash Flows -
             Three Months ended March 31, 1994, and 1993              6

       Notes to Consolidated Condensed Financial Statements           8


 Item 2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations                      9


 PART II - OTHER INFORMATION


 Item 1.     Legal Proceedings                                        14


 Item 2.     Changes in Securities                                    14

 Item 3.     Defaults Upon Senior Securities                          14


 Item 4.     Submission of Matters to a Vote of Security              14
             Holders


 Item 5.     Other Information                                        14


 Item 6.     Exhibits and Reports on Form 8-K                         14


 Signatures                                                           15
<PAGE>
<TABLE>
<CAPTION>
 OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES
 CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
 (Unaudited)

                                                                 March 31, 1994         December 31, 1993
 ASSETS
 <S>                                                            <C>                      <C>   

 Cash on hand and in banks                                      $      6,971,524         $       8,323,332
 Federal funds sold                                                       37,986                    81,099
          Total cash and cash equivalents                              7,009,510                 8,404,431
 Investments available for sale (amortized cost of 
          $85,826,148 in 1994, and $132,302,225 in 1993)              84,453,968               132,195,692
 Investment securities (fair value $52,727,048 in 1994, 
          and $12,711,849 in 1994)                                    54,421,324                12,712,941
 Loan receivables, net
          Real estate loans                                          226,121,981               233,316,431
          Real estate loans held for sale                              2,053,663                 6,469,655
          Commercial Loans                                             6,632,487                 7,091,863
          Other loan receivables                                       2,086,378                 2,238,761
          Less unamortized loan fees                                  (1,052,786)               (1,036,824)
          Less allowance for losses                                   (6,496,321)               (5,610,010)
                  Total Loans Receivable                             229,345,402               242,469,876

 Accrued interest receivable (less allowance for 
          uncollectible interest of $39,279 in 1994, and
          $99,499 in 1993)                                             2,181,279                 2,232,629
 Real estate acquired in settlement of loans, net                                                3,054,916
 Premises and equipment, net                                           7,218,306                 7,333,637
 Other assets and deferred charges                                     7,321,209                 5,765,291
 TOTAL ASSETS                                                   $    391,950,998         $     414,169,413

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Deposits                                                       $    312,007,423         $     294,560,648
 Advances from Federal Home Loan Bank                                 10,337,277                36,649,913
 Securities sold under agreements to repurchase (including 
          accrued interest payable)                                   31,722,196                44,996,245
 Other liabilities and accrued expense                                 5,207,451                 4,599,067
                  Total liabilities                                  359,274,374               380,805,873

 Stockholders' equity
          Common stock - $1 par value, 10,000,000 shares
           authorized; shares issued and outstanding
           3,099,639 in 1994, and 1993                                 3,099,639                 3,099,639          
          Paid-in capital                                              1,894,005                 1,894,005
          Retained earnings - substantially restricted                29,505,817                28,476,429
          Net unrealized loss on investments 
           available for sale                                         (1,822,810)                 (106,533)
                  Total stockholders' equity                          32,676,651                33,363,540
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $    391,950,998         $     414,169,413

 See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES 
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS 
(Unaudited)
                                                                                  Three Months Ended
                                                                        March 31, 1994          March 31, 1993
<S>                                                                  <C>                      <C>    
INTEREST INCOME:
         Real estate loans                                           $       4,452,055        $      4,975,879
         Investement available for sale                                      1,608,355               1,218,585
         Investment securities                                                  78,753                 264,637
         Equity securities                                                      83,500                 118,700
         Commercial loans                                                      199,159                 158,755
         Other loans and contracts                                              45,313                  52,066
         Loan origination fees                                                 262,228                 149,977
                 Total                                                       6,729,363               6,938,599
INTEREST EXPENSE:
         Deposits                                                            2,645,728               2,825,583
         Advances from Federal Home Loan Bank                                  270,324                 796,592
         Securities sold under agreements to repurchase and 
          other borrowings                                                     400,848                 195,250
                 Total                                                       3,316,900               3,817,425
NET INTEREST INCOME                                                          3,412,463               3,121,174
Provision for loan losses                                                      868,760                  37,841
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                          2,543,703               3,083,333
OTHER INCOME:
         Fees                                                                  646,366                 350,595
         Income (loss) from real estate operations                             607,671                (127,051)
         Gain on sale of loans and investments                                 189,044                 306,327
         Miscellaneous                                                          67,831                  66,864
                 Total                                                       1,510,912                 596,735
OTHER EXPENSES:
         Compensation and other employee expense                             1,486,330               1,214,351
         Occupancy                                                             577,447                 523,560
         Advertising                                                            58,275                 113,395
         Loan and collection expense                                            (8,881)                111,672
         Insurance expense                                                     242,624                  88,922
         Provision for losses:
                 Real estate acquired in settlement of loans                    54,000
                 Other accounts receivable                                                            (120,908)
         Other operating expenses                                              615,432                 413,665
                 Total                                                       3,025,227               2,344,657


INCOME BEFORE CUMULATIVE EFFECT OF A CHANGE IN 
         ACCOUNTING PRINCIPLE                                                1,029,388               1,335,411
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE                                                  337,813
NET INCOME                                                           $       1,029,388       $       1,673,224

                                                                                                   (Continued)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES 
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS 
(Unaudited)
                                                                                  Three Months Ended
                                                                        March 31, 1994          March 31, 1993
<S>                                                                 <C>                       <C>          

EARNINGS PER SHARE:
   PRIMARY
         Income per share of common stock before cumulative
          effect of a change in accounting principle                $              .32        $            .43
         Cumulative effect of a change in accounting principle                                             .10
         Earnings per share of common stock                         $              .32        $            .53

FULLY DILUTED
         Income per share of common stock before cumulative
          effect of a change in accounting principle                $              .32        $            .42
         Cumulative effect of a change in accounting principle                                             .10       
         Earnings per share of common stock                         $              .32        $            .52

                                                                                                    (Concluded)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
 OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES
 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
                                                                                  Three Months Ended
                                                                        March 31, 1994        March 31, 1993
 <S>                                                                     <C>                   <C> 
 CASH FLOWS FROM OPERATING ACTIVITIES:
         Interest received                                               $   6,516,210         $   6,844,915
         Fees and commissions received                                       1,241,674               662,097
         Income (loss) from real estate operations                             607,671              (127,051)
         Loans originated or purchased for resale                          (10,543,724)          (13,313,900)

         Proceeds from sale of loans originated or purchased
          for resale                                                        14,959,716            12,524,605
         Miscellaneous income received                                          67,831                60,244
         Interest paid                                                      (3,355,472)           (3,811,189)
         Cash paid for services to suppliers and employees                  (2,181,375)           (1,616,692)
         Cash paid for other expenses                                         (670,321)             (243,267)
                  Net cash provided by operating activities                  6,642,210               979,762

 CASH FLOWS FROM INVESTING ACTIVITIES:
         Proceeds from maturity of investment securities                       200,000               200,000
         Proceeds from sale of investment securities                                               3,967,437
         Purchase of investment securities                                    (344,849)             (193,428)
         Principal collected on investment securities                           60,000               354,791
         Proceeds from sale of investments available for sale                                     95,347,079
         Purchase of investments available for sale                                             (101,560,591)
         Principal collected on investments available for sale               4,403,727             2,566,146
         Principal collected on loans                                       33,240,953            22,761,146
         Proceeds from sale of loans                                                                  71,580
         Loans originated or purchased                                     (22,289,141)          (23,226,931)
         Proceeds from sale of real estate                                      39,183
         Capital expenditures for premises and equipment                       (59,110)           (1,000,978)
         Purchases of other assets                                          (1,752,018)              (40,378)
                  Net cash provided by (used in) investing
                   activities                                               13,498,745              (753,958)

 CASH FLOWS FROM FINANCING ACTIVITIES
         Net increase (decrease) in deposits                                17,446,775            (1,811,891)
         Proceeds from advances from Federal Home Loan Bank                 33,600,000             9,158,200 

         Principal repayment on advances from Federal Home 
                  Loan Bank                                                (59,912,141)           (5,000,377)
         Net proceeds (repayment) of securities sold under 
                  agreement to repurchase                                  (13,361,961)            1,998,304
         Proceeds from other borrowings                                        691,946             1,570,964
         Proceeds from issuance of common stock                                                       24,375
                  Net cash provided by (used in) financing
                   activities                                              (21,535,876)            5,939,575
 NET INCREASE (DECREASE) IN CASH AND CASH EQUVIALENTS                       (1,394,921)            6,165,379
 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                            8,404,431            12,076,564
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                             $    7,009,510       $    18,241,943

                                                                                                 (Continued)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
 OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES
 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
                                                                                  Three Months Ended
                                                                        March 31, 1994        March 31, 1994
 SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
         ACTIVITIES

 <S>                                                                    <C>                             <C>
 Loans transferred to real estate acquired in
         settlement of loans                                            $    1,530,000                  None

 Loan originations to facilitate the sale of real estate
         acquired in settlement of loans                                $    4,100,000                  None

 Securities transferred to investments securities from
         investments available for sale (net of $462,185
         unrealized value included in stockholders' equity in
         1994)                                                          $   42,401,856                  None

See notes to consolidated condensed financial 
                                                                                                        (Concluded)     
</TABLE>
<PAGE>

           OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES

       NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   In management's opinion, the accompanying consolidated
     condensed financial statements contain all adjustments
     (consisting of only normal recurring accruals) necessary to
     present fairly the financial condition of Olympus Capital
     Corporation (the "Corporation") and subsidiaries as of March
     31, 1994, and December 31, 1993, and the results of
     operations for the three-month periods ended March 31, 1994,
     and 1993 and the cash flows for the three-month periods
     ended March 31, 1994, and 1993.

2.   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.

3.   Refer to Part II, Item 1 of this report for a discussion of
     contingencies which may affect the Corporation.

4.   For the quarters ended March 31, 1994, and 1993, no income
     tax expense was recorded due to net operating loss carry
     forwards.

5.   The Corporation adopted Statement of Financial Accounting
     Standards (SFAS) No. 109, "Accounting for Income Taxes,"
     effective January 1, 1993.  The cumulative effect of
     adopting SFAS No. 109 on the Corporation's financial
     statements was to increase income by $338,000 ($.10 per
     share) for the three months ended March 31, 1993.

     Deferred income taxes reflect the net tax effects of (a)
     temporary differences between the carrying amounts of assets
     and liabilities for financial purposes and the amounts used
     for income tax purposes, and (b) operating loss and tax
     credit carry forwards.  Net deferred tax assets of
     $4,700,000 as of March 31, 1994, were offset by a
     corresponding valuation allowance.

6.   Investments available for Sale - Effective December 31,
     1993, the Corporation adopted provisions of Statement of
     Financial Accounting Standards No. 115.  "Accounting for
     Certain Investments in Debt and Equity Securities"
     (Statement No. 115).  Pursuant to Statement No. 115,
     investments available for sale are recorded at fair value,
     with net unrealized gains or losses excluded from income
     and reported as separate component of stockholders' equity. 
     Gains or losses on investments available for sale are
     determined on the specific identification method and are
     included in income when realized.  Investments available for
     sale include securities for which the Corporation has
     entered into a commitment to sell the securities as well as securities
     to be held for indefinite periods of time that management intends to

<PAGE>

     use as part of its asset/liability managements strategy and
     that may be sold in response to changes in interest rates,
     prepayment risk, or other factors.  Prior to the adoption of
     Statement No. 115, investments available for sale were
     carried at the lower of aggregate cost or market with
     unrealized losses reported in the statement of operations. 
     gross unrealized gains and losses on investments available
     for sale at March 31, 1994, were $113,827 and $1,486,007.

7.   Investment Securities - Investment securities are carried at
     amortized cost, based on management's intent and ability to
     hold such securities to maturity.  Discounts are accreted or
     premiums amortized using the interest method over the life
     of the security.  Gains or losses on sales of securities are
     determined based on the specific identification method. 
     Gross unrealized gains and losses on investment securities
     at March 31, 1994, were $15,320 and $1,709,596,
     respectfully.

<PAGE>
           OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

          The following discussion and analysis covers
          significant changes in the results of operations of the
          Corporation and its subsidiaries for the three-month
          period ended March 31, 1994, as compared to the same
          period in 1993 and significant changes in the financial
          condition of the Corporation and its subsidiaries since
          December 31, 1993 and should be read in conjunction
          with the consolidated condensed financial statements
          and related notes.

RESULTS OF OPERATIONS

     The following table highlights results of operation and
     earnings per share for the three months ending March 31,

                                                  1994            1993
          Net interest income                 $3,412,463       $3,121,174
          Provision for loan losses              868,760           37,841
          Other income                         1,510,912          596,735
          Other expenses                       3,025,227        2,344,657
          Net income                           1,029,388        1,673,224
          Primary earnings per share                 .32              .53
          Fully diluted earnings per share           .32              .52

     A significant component of the Corporation's income is net
     interest income.  Net interest income is the difference
     between interest earned on loans, investments and other
     interest-earning assets ("interest income") and interest
     paid on deposits and other interest-bearing liabilities
     ("interest expense").  Net interest margin, expressed as a
     percentage, is net interest income divided by average
     interest-earning assets.  Changes in interest rates, the
     volume and the mix of interest-earning assets and interest-
     bearing li!bilities and the levels of non-performing assets
     affect net interest income and net interest margin.  Net
     interest spread is the difference between the yield on
     interest-earning assets and the percentage cost of interest-
     bearing liabilities.

     The following table highlights net interest income for the
     three months ended March 31,

                                               1994             1993
     Net interest income                   $3,412,463       $3,121,174
     Net interest spread                         3.28%            3.26%
     Net interest margin                         3.57%            3.48%

     The following table highlights interest income for the three
     months ended March 31,
                                  
                                           1994             1993
     Total interest income           $   6,729,363   $    6,938,599
     Total interest income/average
      interest earning assets                 6.95%            7.73%

<PAGE>

     Interest income from real estate loans declined $524,000 for
     the first three months of 1994, compared to the same period
     in 1993.  Interest income from commercial real estate loans
     declined $660,000, due mainly to prepayments in this
     portfolio.  The average balance of commercial real estate
     loans was $26,000,000 lower for the first quarter of 1994,
     compared to the first quarter of 1993.  The average balance
     of multifamily real estate loans, construction loans and
     home equity loans and other consumer real estate loan
     products was $16,000,000 larger for the first quarter of 1994,
     compared to the same period in 1993.  The average rate
     earned from the real estate portfolio declined 0.55% for the
     first quarter of 1994, compared to the same period in 1993. 
     Interest income from investments available for sale
     increased $390,000 for the first quarter of 1994, compared
     to the same period in 1993.  The average balance of
     investments available for sale, consisting entirely of
     mortgage backed securities, increased $38,900,000 in the
     first quarter of 1994, compared to the same period of 1993. 
     Income from investment securities and equity securities
     decreased $220,000 for the first three months of 1994,
     compared to the same period in 1993.  This is the result of
     generally lower rates available on these types of
     securities.  Interest income from non-real estate commercial
     loans increased $40,000 for the first quarter of 1994,
     compared to the same period in 1993.  Although the average
     balance of commercial loans fell $550,000 in the first
     quarter of 1994, compared to the same period in 1993, the
     Corporation collected $77,000 in delinquent interest during
     the first quarter of 1994, associated with the pay off of a
     non-performing loan.  The average balances and rates on
     other loans and contracts was virtually unchanged during the
     first quarter of 1994, compared to the same period in 1993. 
     Loan origination fee income increased for the first quarter
     of 1994, compared to the same period in 1993.  This
     increased fee income is the result of increased principal
     collected on loans, which increased 46% and the attendant
     amortization of fees for the first quarter of 1994, compared
     to the same period in 1993.

     The following table highlights interest expense for the
     three months ended March 31,

                                          1994         1993
    Total interest expense             $3,316,900    $3,817,425
    Total interest expense/average 
     costing liabilities                     3.71%         4.47%

     Interest expense from deposits declined $180,000 for the
     first quarter of 1994, as average balances increased
     $8,600,000 and average rates paid decreased 0.35% compared
     to the same period in 1993.  For the first quarter of 1994,
     average balances of certificates of deposit decreased
<PAGE>

     $6,500,000, demand deposit balances increased $8,000,000 and
     statement savings account balances increased $7,100,000
     compared to the same period of 1993.  The shift in deposits
     from the time deposits to demand accounts and statement
     savings accounts contributed to the overall decrease in the
     rate paid for all deposits.  The interest paid for advances
     from Federal Home Loan Bank ("FHLB") decreased $530,000 for the first
     quarter of 1994, compared to the same period of 1993.  This
     significant decline is the result of scheduled maturities
     and prepayments of $25,000,000 of high costing FHLB advances
     during the second half of 1993.  The average balances of
     FHLB advances decreased $11,200,000 and the average rate
     paid for such advances declined 4.17% for the first quarter
     of 1994, compared to the same period in 1993.  Interest
     expense from securities sold under repurchase agreements and
     other borrowings increased $206,000 as average balances
     increased $19,000,000 and average rate paid decreased 0.51%
     for the first three months of 1994, compared to the same
     period in 1993.    

     Provisions for loan losses totaled $869,000 for the first
     quarter of 1994, compared to $38,000 for the same period in
     1993.  The provisions for 1994, were mostly established in
     respect of loans secured by southern California properties
     in response to uncertainties caused by recent natural
     disasters and the overall weakness of the rental market for
     commercial space in the region.

     Overall, other income increased $920,000 for the first
     quarter of 1994, compared to the same period in 1993.  Fee
     income increased $300,000, due primarily to prepayment fees
     of $270,000 collected by the Corporation during the first
     quarter of 1994.  The prepayment fees were collected in
     connection with the early payoff of nearly $12,000,000 of
     commercial real estate loans.  Income from real estate
     operations increased $735,000 for the first quarter of 1994,
     compared to the same period in 1993.  During the first
     quarter of 1994, the Corporation negotiated the settlement
     of two properties held as real estate acquired in settlement
     of loans at December 31, 1993.  As a result of these
     settlements, the Corporation collected $627,000 from real
     estate operations.  A portion of these collections was
     recorded as expenses from real estate operations during the
     first quarter of 1993.  Gain on sale of loans and
     investments decreased $120,000 during the first quarter of
     1994, compared to the same period in 1993, even though
     proceeds from sale of loans from the first three months of
     1994, exceeded proceeds from the same period of 1993 by
     $2,500,000.   Gains from sale of loans for the first quarter
     of 1994, declined as interest rates to originate new
     mortgage loans rose.
<PAGE>

     Other expenses increased $680,000 for the first quarter of
     1994, compared to the same period in 1993.  Compensation
     expense increased $272,000 for the first quarter of 1994,
     compared to the same period in 1993.  The number of full
     time equivalent employees at March 31, 1994, was twenty-six
     higher compared  to March 31, 1993.  Much of the increase
     was for retail savings branch personnel.  Management
     believes that retail branches represent an opportunity to
     build low cost core deposits and to offer lending products
     and services to a wider range of customers.  During the
     first quarter of 1993, advertising expense included the cost
     of television commercials.  No similar expense was incurred
     during the first quarter of 1994. The decrease in loan and
     collection expense for the first quarter of 1994, reflects
     reimbursement of previously charged foreclosure costs in
     connection with the settlement of a previously reported non-
     performing asset.  Fewer and less costly foreclosure
     proceedings during the first quarter of 1994, led to an
     overall decline in loan and collections expense.  During the
     first half of 1993, the Corporation received the final
     installment of its secondary reserve credit.  This credit,
     which amounted to $208,000 for the first quarter of 1993,
     reduced the Federal Deposit Insurance Corporation (FDIC)
     insurance premium the Corporation pays for insured deposits. 
     The recovery for losses, other accounts receivable, for the
     first quarter of 1993 was the final installment from a
     previously charged-off investment.  Included in other
     expense for the first quarter of 1994, was legal expenses
     for review of strategic  alternatives in connection with an
     expression of interest to acquire the Corporation.  This
     expression of interest has been terminated.



FINANCIAL CONDITION



     Total consolidated assets at March 31, 1994, were
     $391,951,000, a decrease of $22,218,000 from $414,169,000 at
     December 31, 1993.  This resulted primarily from a decrease
     in loan receivables.  The proceeds from loan payoffs and
     increased deposits were used to pay advances from the
     Federal Home Loan Bank and other borrowing sources.

     Investment securities increased $41,710,000 during the first
     quarter of 1994, the result of a transfer of securities from
     investments available for sale to investments held to
     maturity.  The Corporation charged the carrying value of the
     investment $462,000, with an offseting entry to
     stockholders' equity for the difference between the carrying
     value and the fair value at the transfer date.  The
     Corporation amortized $11,555 of this unrealized holding
     loss reported in equity to offset the effect on interest
     income of the amortization of the discount created by this
     transfer.  The transferred securities included fixed rate,
<PAGE>

     fifteen year original maturity mortgage backed securities,
     mortgage backed securities collaterized by loans with five
     and seven year  balloon payments and a mortgage backed
     security pledged as collateral for a long term letter of
     credit issued by the principal subsidiary of the
     Corporation.  In reassessing the classification of these
     assets management concluded they bear many of the same
     characteristics as mortgage loans currently being originated
     for the Corporation's portfolio.  

     Loan receivables declined $13,500,000, from December 31,
     1993 to March 31, 1994, with commercial real estate loans
     declining the most, at $12,500,000.  During the first
     quarter of 1994, a large commercial real estate loan
     borrower prepaid approximately $11,000,000 of commercial
     real estate loans.  Also, during the first quarter of 1994,
     the Corporation funded a loan for the sale of property
     previously reported as real estate acquired in settlement of
     loans.  The Corporation originated more loans for portfolio
     during the first quarter of 1994, compared to the same
     period in 1993, yet increased the volume of sales from the
     same period of 1993 by selling loans from real estate loans
     held for sale.  Non real estate commercial loans declined
     primarily though the payoff of a commercial loan
     previously recorded as a non performing asset.  During the
     first quarter of 1994, the Corporation funded a loan for the
     sale of a hydro-electric plant previously reported as real estate
     acquired in settlement of loans. The increase in provisions for loss
     is in response to commercial real estate conditions in California. 
     Other assets and deferred charges increased $1,550,000 due
     mainly to the acquisition of a mortgage servicing portfolio
     for $1,300,000.  Unposted debits less credits to customers
     accounts increased $540,000 during the first quarter of
     1994.

     Total deposits increased 6% or $17,450,000 from December 31,
     1993 to March 31, 1994.  Most of this increase was in the
     form of time deposits.  The proceeds from these deposits and
     from collections from loans were used to payoff maturing
     advances from Federal Home Loan Bank and obligations arising
     from securities sold under agreements to repurchase. 
     Deposits to borrowers accounts for taxes and insurance
     caused the greatest increase in other liabilities.



LIQUIDITY AND CAPITAL RESOURCES



     Regulations of the Office of Thrift Supervision ("OTS"),
     require Olympus Bank, a Federal Savings Bank, the principal
     subsidiary of the Corporation, ("the Bank") to maintain
<PAGE>

     specified levels of liquid assets, generally defined as cash
     and marketable securities which are quickly convertible into
     cash.   Such assets must equal at least 5% of the daily
     average balance of total withdrawable savings and short-term
     borrowings (liquidity base).  As of March 31, 1994, the
     Bank's average liquid assets were approximately $22,130,000
     or 6.4% of its liquidity base.

     The Bank had loan commitments of approximately $34,161,000
     as of March 31, 1994.  In addition, management has
     determined to increase funding for single-family
     construction loans and existing multi-family properties.  It
     is expected that these commitments will be funded primarily
     from loan sales, together with cash from maturities and
     monthly payments received from the existing portfolio of
     loans and MBS.

     In connection with the insurance of savings accounts by the
     Savings Association Insurance Fund (SAIF), the Bank is
     required to meet certain minimum capital standards 
     consisting of a tangible capital requirement of 1.5% of
     tangible assets, a core or leveraged capital requirement of
     3% of tangible assets, and a risked-based capital
     requirement.  The risk-based  requirement  takes each asset
     and gives it a weighting of 0% to 100% based upon credit
     risk as defined in the regulations of the OTS.  The risk-based
     requirement as of March 31, 1994, was 8% of the risk weighted assets.
     Eligible capital to meet this test is composed of core or tier one
     capital and supplementary or tier two capital. 
     Supplementary or tier two capital is composed of general
     loan loss reserves up to a maximum of 1.25% of risk weighted
     assets.


     The following is a summary of the Bank's regulatory capital
     at March 31, 1994.




                 Requirement             Actual             Amount
                                                           Exceeding
                Capital    Ratio      Capital    Ratio   Requirements

 Tangible    $ 5,880,000   1.50%    $ 32,598,000   8.32%  $ 26,718,000
 Core         11,759,000   3.00       32,598,000   8.32     20,839,000
 Risk-Based   17,875,000   8.00       35,420,000  15.85     17,545,000

<PAGE>

NON-PERFORMING ASSETS

     Non-performing assets totaled $1,143,000 at March 31, 1994,
     compared with $5,297,000 at December 31, 1993.  The balance
     of real estate acquired in settlement of loans, $3,055,000
     at December 31,1993, had been sold at March 31, 1994.  The
     sales were financed in part by loans provided by the
     Corporation.  Major non-performing loans at March 31, 1994,
     consisted of a commercial real estate loan and commercial
     business loans.  The commercial real estate loan is an
     office building located in southern California.  


           OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES

                   PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

          There have been no material developments in any
          previously reported legal proceedings to which the
          Corporation or its subsidiaries is a party during the
          quarter ended March 31, 1994.


Item 2.   Changes in Securities.

          None


Item 3.   Defaults Upon Senior Securities.

          None


Item 4.   Submission of Matters to a Vote of Security Holders.

          Not Applicable


Item 5.   Other Information.

          None

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits
               None

          (b)  Reports on Form 8-K
               There were no reports on Form 8-K filed during the
               quarter ended
               March 31, 1994.
<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.


                   OLYMPUS CAPITAL CORPORATION



Date May 16, 1994                  By:   Brad Foley              
                               
                                   Brad Foley, Vice President/
                                   Chief Accounting Officer



Date May 16, 1994                  By:  R. Gibb Marsh            
                                
                                   R. Gibb  Marsh,  President


 
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