UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
{x} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1996
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 1-3521
ARISTAR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4128205
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8900 Grand Oak Circle, Tampa, FL 33637-1050
(Address of principal executive offices) (Zip Code)
(813) 632-4500
(Registrant's telephone number, including area code)
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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of October 31, 1996, there were 1,000 shares of Common Stock outstanding.
Registrant meets the conditions set forth in General Instruction (H)(1)(a) and
(b) of Form 10-Q and is therefore filing this Form with the reduced disclosure
format.
<PAGE> 2
ARISTAR, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
<S> <C>
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Statements of Financial Condition -
September 30, 1996, December 31, 1995 and
September 30, 1995. . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations and Retained Earnings -
Three Months and Nine Months Ended September 30, 1996 and 1995. . 4
Consolidated Statements of Cash Flows -
Three Months and Nine Months Ended September 30, 1996 and 1995. . 5
Notes to Consolidated Financial Statements. . . . . . . . . . . 6 - 8
Item 2. Management's Analysis of the
Results of Operations for the Nine Months
Ended September 30, 1996. . . . . . . . . . . . . . . . . . . . . . 9
Part II. Other Information:
Item 5. Other Information. . . . . . . . . . . . . . . . . . . 10 - 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 12 - 13
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
</TABLE>
<PAGE> 3
Item 1. Financial Statements
ARISTAR, INC. and Subsidiaries
Consolidated Statements of Financial Condition
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31, September 30,
(Dollars in thousands) 1996 1995 1995
<S> <C> <C> <C>
ASSETS
Finance receivables, net $ 1,832,268 $ 1,888,788 $ 1,772,098
Investment securities 110,529 120,952 116,125
Cash and cash equivalents 19,308 7,208 10,883
Property and equipment, less accumulated
depreciation and amortization: 1996,
$20,377; 1995, $19,249 and $18,707 10,435 11,309 11,673
Deferred charges 12,117 11,570 12,868
Excess of cost over equity of
companies acquired, less
accumulated amortization: 1996,
$50,283; 1995, $45,028 and $43,276 56,728 61,983 63,735
Other assets 29,472 11,951 12,151
TOTAL ASSETS $ 2,070,857 $ 2,113,761 $ 1,999,533
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Short-term debt $ 403,057 $ 312,876 $ 212,695
Long-term debt 1,198,849 1,003,809 1,016,715
Total debt 1,601,906 1,316,685 1,229,410
Accounts payable and other
liabilities 37,643 42,315 38,416
Due to affiliate 237,576 228,516
Federal and state income taxes 6,980 8,883 13,020
Insurance claims and benefits reserves 7,580 7,900 7,858
Unearned insurance premiums and
commissions 56,676 56,604 54,899
Total liabilities 1,710,785 1,669,963 1,572,119
Stockholder's equity
Common stock: $1.00 par value;
10,000 shares authorized; 1,000
shares issued and outstanding 1 1 1
Paid-in capital 44,894 44,894 44,894
Retained earnings 316,035 398,364 382,707
Net unrealized holding gain (loss)
on investment securities (858) 539 (188)
Total stockholder's equity 360,072 443,798 427,414
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 2,070,857 $ 2,113,761 $ 1,999,533
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE> 4
ARISTAR, INC. and Subsidiaries
Consolidated Statements of Operations and Retained Earnings
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
(Dollars in thousands) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Loan interest and fee income $ 85,264 $ 84,857 $ 258,328 $ 251,546
Investment securities income 1,948 1,857 5,705 5,637
Total interest income 87,212 86,714 264,033 257,183
Interest and debt expense 26,864 25,717 78,586 78,220
Net interest income before
provision for credit losses 60,348 60,997 185,447 178,963
Provision for credit losses 15,153 11,520 43,142 31,238
Net interest income 45,195 49,477 142,305 147,725
Other operating income
Net insurance operations
and other income 5,873 7,049 18,804 21,090
Other expenses
Personnel costs 17,155 16,076 52,857 50,171
Occupancy expense 2,363 2,578 7,054 7,682
Advertising expense 813 1,283 2,788 3,625
Amortization of excess
cost over equity of companies
acquired 1,752 1,752 5,255 5,255
Other operating expenses 9,926 8,848 22,686 28,647
32,009 30,537 90,640 95,380
Income before income taxes 19,059 25,989 70,469 73,435
Provision for federal and
state income taxes 7,458 10,283 27,806 29,110
Net income 11,601 15,706 42,663 44,325
Retained Earnings
Beginning of period 386,434 374,501 398,364 360,882
Dividends paid (82,000) (7,500) (109,800) (22,500)
Transfer to Great Western Bank,
A Federal Savings Bank (15,192)
End of period $316,035 $ 382,707 $ 316,035 $ 382,707
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE> 5
ARISTAR, INC. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
(Dollars in thousands) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Cash flows from operating activities
Net income $ 11,601 $ 15,706 $ 42,663 $ 44,325
Adjustments to reconcile net
income to net cash provided by
operating activities
Provision for credit losses 15,154 11,520 43,143 31,238
Depreciation and amortization 3,174 2,999 9,723 9,639
Deferred income taxes 22 (46) 1,036 (1,814)
Increase (decrease) in
Accounts payable and other
liabilities (3,243) (13,698) (4,672) (7,332)
Unearned insurance premiums
and commissions and insurance
claims and benefits reserves (1,717) 808 (248) 1,075
Currently payable income taxes (1,771) 11,526 (1,903) 12,599
Decrease (increase) in other assets (7,845) (1,480) (17,521) 8,694
Net cash provided by operating
activities 15,375 27,335 72,221 98,424
Cash flows from investing activities
Investment securities purchased (12,102) (15,358) (28,490) (30,961)
Investment securities matured 10,476 11,168 36,488 26,714
Finance receivables originated
or purchased (343,486) (407,232) (888,697) (962,187)
Finance receivables repaid or sold 320,806 378,193 900,913 910,117
Net change in property and equipment (109) (100) (435) (341)
Net cash provided by (used in)
investing activities (24,415) (33,329) 19,779 (56,658)
Cash flows from financing activities
Net change in commercial paper (2,221) (72,591) 90,181 33,610
Proceeds from issuance
of long-term debt 199,894 99,909 299,735 99,909
Repayments of long-term debt (100,000) (21,000) (105,000) (176,000)
Net change in due to affiliate 7,513 (237,576) 25,301
Dividends paid (82,000) (7,500) (109,800) (22,500)
Transfer to Great Western Bank,
A Federal Savings Bank (15,192)
Other, net (1,648) (585) (2,248) (931)
Net cash provided by (used in)
financing activities 14,025 5,746 (79,900) (40,611)
Net increase (decrease) in cash
and cash equivalents 4,985 (248) 12,100 1,155
Cash and cash equivalents
Beginning of period 14,323 11,131 7,208 9,728
End of period $ 19,308 $ 10,883 $ 19,308 $ 10,883
Supplemental disclosures of cash
flow information
Interest paid $ 32,400 $ 31,948 $ 83,319 $ 85,892
Intercompany payment in
lieu of federal and state
income taxes 15,463 2,244 35,206 17,758
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE> 6
ARISTAR, INC. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 Basis of Presentation
The accompanying unaudited consolidated financial statements of Aristar, Inc.
and subsidiaries (the "Company") have been prepared in accordance with the
instructions to Form 10-Q and do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. On April 30, 1996, an affiliate transferred
certain balances to the Company (Note 3). This transfer was accounted for in a
manner similar to a pooling of interests and, accordingly, the financial
statements herein for periods prior to that date have been restated. These
statements should be read in conjunction with the 1995 consolidated financial
statements and notes thereto included in the Company's Quarterly Report on
Form 10-Q/A as filed on June 11, 1996.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Certain amounts in prior periods have been reclassified to conform to the
current period's presentation.
Note 2 Ownership
The Company is an indirect, wholly-owned subsidiary of Great Western Financial
Corporation ("GWFC").
Note 3 Related Party Transaction
On April 30, 1996, Great Western Bank, a Federal Savings Bank ("GWB"), also a
wholly owned subsidiary of GWFC, transferred to the Company a portion of its
consumer finance business, hereinafter referred to as Great Western Financial
Services ("GWFS"). In accordance with Interpretation Number 39, "Transfers and
Exchanges of Companies under Common Control," to Accounting Principles Opinion
Number 16, "Business Combinations," the acquisition has been accounted for in a
manner similar to a pooling of interests. Accordingly, the assets acquired and
liabilities assumed have been recorded at historical cost and prior period
financial statements of the Company have been restated for the acquisition.
Eliminations have been made for material intercompany transactions between the
combined entities.
GWFS was comprised primarily of approximately $242 million in net consumer
finance receivables. The Company paid fair value (as determined by independent
appraisal) of approximately $252 million in cash raised through the issuance of
commercial paper. The Company accounted for the approximate $10 million premium
as a dividend to GWFC. Additionally, at the purchase date, the Company recorded
a transfer to GWB of approximately $15 million, representing the accumulated
earnings of GWFS at that date.
<PAGE> 7
ARISTAR, INC. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(Unaudited)
Note 4 Insurance Recovery
In May 1996, the Company filed a fidelity bond claim in the amount of $7.4
million for the recovery of fraudulently over-billed marketing costs which had
occurred over a number of years. The insurer has acknowledged coverage of the
claim subject to its final verification of the loss. The Company is continuing
to investigate the matter and may file additional claims with the insurer for
amounts not reflected herein. The $7.4 million recovery has been reflected as
a reduction of other operating expenses in the accompanying statement of
operations and retained earnings for the nine months ended September 30, 1996.
Note 5 Finance Receivables
<TABLE>
<CAPTION>
Finance receivables consist of the following:
September 30, December 31, September 30,
(Dollars in thousands) 1996 1995 1995
<S> <C> <C> <C>
Consumer finance receivables
Real estate secured loans $ 769,854 $ 714,173 $ 687,350
Other instalment loans 1,049,189 1,174,444 1,091,796
Retail instalment contracts 370,992 387,870 357,462
Gross finance receivables 2,190,035 2,276,487 2,136,608
Less: Unearned finance charges and
deferred loan fees (305,206) (337,560) (317,308)
Allowance for credit losses (52,561) (50,139) (47,202)
Finance receivables, net $ 1,832,268 $ 1,888,788 $ 1,772,098
</TABLE>
Activity in the Company's allowance for credit losses is as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
(Dollars in thousands) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Balance, beginning of period $ 52,179 $ 47,241 $ 50,139 $ 47,835
Provision for credit losses 15,154 11,520 43,143 31,238
Amounts charged off (18,819) (15,981) (53,912) (44,822)
Recoveries 3,938 3,879 12,229 12,051
Allowances on notes purchased 109 543 962 900
Balance, end of period $ 52,561 $ 47,202 $ 52,561 $ 47,202
</TABLE>
<PAGE> 8
ARISTAR, INC. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(Unaudited)
Note 6 Long-term Debt
Long-term debt at September 30, 1996 was comprised of:
(Dollars in thousands)
Senior Notes and Debentures $ 999,280
Senior Subordinated Notes
and Debentures 199,569
$ 1,198,849
<PAGE> 9
Item 2. MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
The Company's average net finance receivables outstanding were $92.9 million, or
5.18%, greater in the nine months ended September 30, 1996, than the same period
of 1995, while, as a reflection of interest rate and competitive pressures, the
overall portfolio yield decreased 0.44%. As a result, loan interest and fee
income increased $6.8 million, or 2.7%, for the nine months ended September 30,
1996, over the nine months ended September 30, 1995. Income from investment
securities increased $68 thousand, or 1.2%, over the first nine months of 1996,
as compared to the same period of 1995. As a result, total interest income
increased by $6.9 million, or 2.7%, over the same period of 1995. Average debt
outstanding increased $208.3 million, or 16.9%, and the weighted average
interest rate on such debt decreased by 118 basis points, resulting in an
increase in interest and debt expense of $366 thousand, or 0.5%, for the nine
months ended September 30, 1996, as compared to the same 1995 period. These
factors resulted in an increase in net interest income before provision for
credit losses of $6.5 million, or 3.6%.
During the nine months ended September 30, 1996, the Company issued the
following Senior notes: in June, $100 million at 7.25% maturing in 2001; in
July, $100 million at 6.75% maturing in 1999; and, in August, $100 million at
6.75% maturing in 2001. The proceeds were used to reduce outstanding commercial
paper, which had been issued to fund $100 million of the purchase price of the
acquisition described in Note 3 to the accompanying financial statements; to pay
$100 million of 6.25% Senior Notes at their July 15, 1996 maturity; to fund a
$75 million dividend; and for general corporate purposes.
The provision for credit losses for the nine months ended September 30, 1996 was
3.05% as an annualized percentage of average net finance receivables for that
period, as compared to 2.32% for the same 1995 period. The increase in
provision rate reflects management's assessment of the quality of the Company's
receivables portfolio at this time including current economic trends, loan
portfolio agings, historical loss experience and evaluation of collateral.
Personnel expenses were $2.7 million, or 5.4%, higher in the nine month period
ended September 30, 1996 as compared to the same 1995 period. This is primarily
due to normal compensation increases.
Other operating expenses were $6.0 million, or 20.8%, lower in the nine months
ended September 30, 1996 as compared to the same 1995 period, primarily because
of a $7.4 million insurance recovery resulting from fraudulently over-billed
marketing costs which had occurred over a number of years. (See Note 4 to the
accompanying financial statements.) Productivity, defined as the ratio of
operating and administrative expenses (before deferral of direct loan costs and
the above described insurance recovery) to average outstanding finance
receivables, improved to 7.3% in the first nine months ended September 30, 1996
as compared to 7.6% in the first nine months of 1995.
<PAGE> 10
PART II. OTHER INFORMATION
Item 5. Other Information
The calculation of the Company's ratio of earnings to fixed charges
as of the dates indicated is shown below:
<TABLE>
<CAPTION>
Nine Months Year Nine Months
Ended Ended Ended
September 30, December 31, September 30,
(Dollars in thousands) 1996 1995 1995
<S> <C> <C> <C>
Income before income taxes $ 70,469 $ 99,108 $ 73,435
Fixed charges:
Interest and debt expense on
all indebtedness 78,586 104,050 78,220
Appropriate portion of
rentals (33%) 1,906 3,238 2,328
Total fixed charges 80,492 107,288 80,548
Earnings available for
fixed charges $ 150,961 $ 206,396 $ 153,983
Ratio of earnings
to fixed charges 1.88 1.92 1.91
</TABLE>
<PAGE> 11
PART II. OTHER INFORMATION
Item 5. Other Information (continued)
The calculation of the Company's ratio of earnings to fixed charges as of
the dates indicated is restated below:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992 1991
(Dollars in thousands)
<S> <C> <C> <C> <C>
Income before income taxes $ 93,806 $ 84,865 $ 82,020 $ 67,996
Fixed charges:
Interest and debt expense on
all indebtedness 93,831 90,352 93,543 87,970
Appropriate portion of
rentals (33%) 2,900 3,161 2,631 2,389
Total fixed charges 96,731 93,513 96,174 90,359
Earnings available for
fixed charges $190,537 $178,378 $178,194 $158,355
Ratio of earnings
to fixed charges 1.97 1.91 1.85 1.75
</TABLE>
<PAGE> 12
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(2) (a) Agreement dated as of April 30, 1996, between Great Western
Bank and First Community Financial Services, Inc. (1)
(b) Amendment to Exhibit (2) (a) dated as of August 31, 1996.
(c) Agreement dated as of April 30, 1996, between Great Western
Bank and Blazer Financial Services, Inc. (1)
(d) Amendment to Exhibit (2) (c) dated as of August 31, 1996.
(e) Agreement dated as of April 30, 1996, between Great Western
Bank and Blazer Financial Services, Inc. of Florida. (1)
(f) Amendment to Exhibit (2) (e) dated as of August 31, 1996.
(4) (a) Indenture dated as of July 15, 1984, between Aristar,
Inc. and Bank of Montreal Trust Company, as trustee. (2)
(b) First supplemental indenture to Exhibit (4) (a) dated
as of June 1, 1987. (2)
(c) Indenture dated as of August 15, 1988, between
Aristar, Inc. and Bank of Montreal Trust Company, as trustee. (3)
(d) Indenture dated as of May 1, 1991 between Aristar,
Inc. and Security Pacific National Bank, as trustee. (4)
(e) Indenture dated as of May 1, 1991 between Aristar,
Inc. and The First National Bank of Boston, as trustee. (4)
(f) Indenture dated as of July 1, 1992 between Aristar,
Inc. and The Chase Manhattan Bank, N.A., as trustee. (5)
(g) Indenture dated as of July 1, 1992 between Aristar,
Inc. and Citibank, N.A., as trustee. (5)
(h) Indenture dated as of July 1, 1995 between Aristar,
Inc. and The Bank of New York, as trustee. (6)
(i) The registrant hereby agrees to furnish the
Securities and Exchange Commission upon request with
copies of all instruments defining rights of holders
of long-term debt of Aristar, Inc. and its consolidated
subsidiaries.
(10) Income Tax Allocation Agreement dated as of December 15, 1995
between Aristar, Inc. and Great Western Financial Corporation. (7)
(27) Financial Data Schedule
(1) Incorporated by reference to Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996, Commission
file number 1-3521.
<PAGE> 13
Item 6. Exhibits and Reports on Form 8-K (continued)
(2) Incorporated by reference to Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1993, Commission file number 1-3521.
(3) Incorporated by reference to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September
30, 1988, Commission file number 1-3521.
(4) Incorporated by reference to Registrant's Current
Report on Form 8-K dated May 29, 1991, Commission
file number 1-3521.
(5) Incorporated by reference to Registrant's Current
Report on Form 8-K dated June 24, 1992, Commission
file number 1-3521.
(6) Incorporated by reference to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1995, Commission file number 1-3521.
(7) Incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1995, Commission file number 1-3521.
(b) Reports on Form 8-K
On August 2, 1996, the Company filed a Current Report on
Form 8-K, dated July 31, 1996, disclosing, under item
(7) thereof, the terms of the issuance of $100,000,000
aggregate principal amount of its 6.75% senior notes
maturing May 15, 1999.
On August 12, 1996, the Company filed a Current Report
on Form 8-K, dated August 8, 1996, disclosing, under
item (7) thereof, the terms of the issuance of
$100,000,000 aggregate principal amount of its 6.75%
senior notes maturing August 15, 2001.
<PAGE> 14
SIGNATURE
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.
ARISTAR, INC.
Date: November 13, 1996 By: /s/ James A. Bare
James A. Bare
Senior Vice President and
Chief Financial Officer
(Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This Schedule contains summary financial information extracted from the
Company's financial statements filed as part of its Report on Form 10-Q for the
nine months ended September 30,1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 19,308
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 110,529
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 1,884,829<F1>
<ALLOWANCE> (52,561)
<TOTAL-ASSETS> 2,070,857
<DEPOSITS> 0
<SHORT-TERM> 403,057
<LIABILITIES-OTHER> 37,643
<LONG-TERM> 1,198,849
0
0
<COMMON> 1
<OTHER-SE> 360,071
<TOTAL-LIABILITIES-AND-EQUITY> 2,070,857
<INTEREST-LOAN> 258,328
<INTEREST-INVEST> 5,705
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 264,033
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 78,586
<INTEREST-INCOME-NET> 185,447
<LOAN-LOSSES> 43,142
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 90,640
<INCOME-PRETAX> 70,469
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 42,663
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 9.44
<LOANS-NON> 28,895
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 50,139
<CHARGE-OFFS> (53,912)
<RECOVERIES> 12,229
<ALLOWANCE-CLOSE> 52,561
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 52,561
<FN>
<F1>Aristar, Inc. is technically a Commercial and Industrial Company subject to
Article 5 of Regulation S-X. However, as its primary business is consumer
finance, the Company, although not a bank holding company, is engaged in
similar lending activities. Therefore, in accordance with Staff Accounting
Bulletin Topic 11-K, "Application of Article 9 and Guide 3," the Company has
prepared its Financial Data Schedule for the nine months ended September 30,
1996 using the Article 9 format.
</FN>
</TABLE>
Exhibit 2 (b)
AMENDMENT TO BULK PURCHASE/SALES AGREEMENT
THIS AMENDMENT, entered into as of this 31st day of August, 1996, by and
between Great Western Bank, a Federal Savings Bank (hereinafter referred to as
"Seller") and First Community Financial Services, Inc., a California corporation
(hereinafter referred to as "Buyer"),
WITNESSETH:
WHEREAS, the Buyer and Seller entered into a Bulk Purchase/Sales Agreement (the
"Agreement") dated April 30, 1996 relating to the transfer of certain Sales
Contracts and Loan Contracts and related assets and liabilities held in the name
of Seller doing business as Great Western Financial Services; and
WHEREAS, the Agreement specified that the Buyer would assume Seller's deferred
state and federal tax liabilities in the approximate amount of $1,450,000
arising from the transaction in partial consideration for the purchase of the
Sales and Loan Contracts; and
WHEREAS, the Buyer and Seller desire to cancel Buyer's obligation to assume such
tax liabilities in consideration of Buyer's paying Seller $1,476,019.52.
NOW, THEREFORE, in consideration of the payment by Buyer to Seller of
$1,476,019.52 on the date hereof, the parties hereto agree that Buyer shall have
no obligation for Seller's deferred state and federal tax liabilities arising
from the transfer referenced above and the Agreement is amended accordingly.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year stated above.
GREAT WESTERN BANK, A FEDERAL FIRST COMMUNITY FINANCIAL
SAVINGS BANK SERVICES, INC.
By: /s/ Stephen F. Adams By: /s/ James A. Bare
Stephen F. Adams
First Vice President
Exhibit 2 (d)
AMENDMENT TO BULK PURCHASE/SALES AGREEMENT
THIS AMENDMENT, entered into as of this 31st day of August, 1996, by and
between Great Western Bank, a Federal Savings Bank (hereinafter referred to as
"Seller") and Blazer Financial Services, Inc., a Florida corporation
(hereinafter referred to as "Buyer"),
WITNESSETH:
WHEREAS, the Buyer and Seller entered into a Bulk Purchase/Sales Agreement (the
"Agreement") dated April 30, 1996 relating to the transfer of certain Sales
Contracts and Loan Contracts and related assets and liabilities held in the name
of Seller doing business as Great Western Financial Services; and
WHEREAS, the Agreement specified that the Buyer would assume Seller's deferred
state and federal tax liabilities in the approximate amount of $35,000 arising
from the transaction in partial consideration for the purchase of the Sales and
Loan Contracts; and
WHEREAS, the Buyer and Seller desire to cancel Buyer's obligation to assume such
tax liabilities in consideration of Buyer's paying Seller $35,628.06.
NOW, THEREFORE, in consideration of the payment by Buyer to Seller of
$35,628.06 on the date hereof, the parties hereto agree that Buyer shall have no
obligation for Seller's deferred state and federal tax liabilities arising from
the transfer referenced above and the Agreement is amended accordingly.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year stated above.
GREAT WESTERN BANK, A FEDERAL BLAZER FINANCIAL SERVICES, INC.
SAVINGS BANK
By: /s/ Stephen F. Adams By: /s/ James A. Bare
Stephen F. Adams
First Vice President
Exhibit 2 (f)
AMENDMENT TO BULK PURCHASE/SALES AGREEMENT
THIS AMENDMENT, entered into as of this 31st day of August, 1996, by and
between Great Western Bank, a Federal Savings Bank (hereinafter referred to as
"Seller") and Blazer Financial Services, Inc. of Florida, a Florida
corporation (hereinafter referred to as "Buyer"),
WITNESSETH:
WHEREAS, the Buyer and Seller entered into a Bulk Purchase/Sales Agreement
(the "Agreement") dated April 30, 1996 relating to the transfer of certain
Sales Contracts and Loan Contracts and related assets and liabilities held in
the name of Seller doing business as Great Western Financial Services; and
WHEREAS, the Agreement specified that the Buyer would assume Seller's deferred
state and federal tax liabilities in the approximate amount of $215,000
arising from the transaction in partial consideration for the purchase of the
Sales and Loan Contracts; and
WHEREAS, the Buyer and Seller desire to cancel Buyer's obligation to assume
such tax liabilities in consideration of Buyer's paying Seller $215,858.07.
NOW, THEREFORE, in consideration of the payment by Buyer to Seller of
$218,858.07 on the date hereof, the parties hereto agree that Buyer shall have
no obligation for Seller's deferred state and federal tax liabilities arising
from the transfer referenced above and the Agreement is amended accordingly.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year stated above.
GREAT WESTERN BANK, A FEDERAL BLAZER FINANCIAL SERVICES,
SAVINGS BANK INC. OF FLORIDA
By: /s/ Stephen F. Adams By: /s/ James A. Bare
Stephen F. Adams
First Vice President
