UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1997
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 July 31, 1997, 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> 1
ARISTAR, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Statements of Financial Condition -
June 30, 1997, December 31, 1996, and
June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations and Retained Earnings -
Three Months and Six Months Ended June 30, 1997 and 1996. . . . . . 4
Consolidated Statements of Cash Flows -
Three Months and Six Months Ended June 30, 1997 and 1996. . . . . . 5
Notes to Consolidated Financial Statements. . . . . . . . . . . . 6 - 9
Item 2. Management's Analysis of the
Results of Operations for the Six Months
Ended June 30, 1997 . . . . . . . . . . . . . . . . . . . . . . . . .10
Part II. Other Information:
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . .11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 12 - 13
SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
<PAGE> 2
Item 1. Financial Statements
ARISTAR, INC. and Subsidiaries
Consolidated Statements of Financial Condition
(Unaudited)
<TABLE>
<S> <C> <C> <C>
June 30, December 31, June 30,
(Dollars in thousands) 1997 1996 1996
ASSETS
Finance receivables, net $ 2,102,469 $ 2,115,858 $ 2,024,216
Investment securities 147,052 137,072 130,780
Cash and cash equivalents 22,062 22,660 20,080
Property and equipment, less
accumulated depreciation
and amortization: 1997,
$21,917; 1996, $21,528 and $20,792 9,847 10,338 10,911
Deferred charges 11,401 11,956 10,615
Excess of cost over equity of
companies acquired, less
accumulated amortization: 1997,
$56,171; 1996, $52,638 and $49,107 53,123 56,655 60,187
Other assets 32,645 37,319 23,186
TOTAL ASSETS $ 2,378,599 $ 2,391,858 $ 2,279,975
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Short-term debt $ 452,683 $ 398,006 $ 405,278
Long-term debt 1,276,332 1,352,770 1,098,846
Total debt 1,729,015 1,750,776 1,504,124
Customer deposits 143,397 146,138 153,618
Accounts payable and
other liabilities 51,247 46,366 83,180
Federal and state income taxes 11,507 13,836 9,822
Insurance claims and benefits reserves 7,489 7,702 7,787
Unearned insurance premiums and
commissions 56,939 57,800 58,445
Total liabilities 1,999,594 2,022,618 1,816,976
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 334,476 323,969 418,988
Net unrealized holding gain (loss)
on investment securities (366) 376 (884)
Total stockholder's equity 379,005 369,240 462,999
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 2,378,599 $ 2,391,858 $ 2,279,975
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE> 3
ARISTAR, INC. and Subsidiaries
Consolidated Statements of Operations and Retained Earnings
(Unaudited)
For the Three For the Six
Months Ended June 30, Months Ended June 30,
(Dollars in thousands) 1997 1996 1997 1996
<TABLE>
<S> <C> <C> <C> <C>
Loan interest and fee income $ 91,317 $ 91,013 $ 182,521 $ 184,901
Investment securities income 2,530 2,306 4,983 4,510
Total interest income 93,847 93,319 187,504 189,411
Interest and debt expense 31,586 28,419 63,415 57,338
Net interest income before
provision for credit losses 62,261 64,900 124,089 132,073
Provision for credit losses 15,600 13,600 31,000 28,100
Net interest income 46,661 51,300 93,089 103,973
Other operating income
Net insurance operations
and other income 6,989 6,487 13,055 13,083
Other expenses
Personnel costs 16,727 17,735 34,980 37,212
Occupancy expense 2,436 2,467 4,933 4,973
Advertising expense 1,253 959 2,305 2,144
Amortization of excess cost
over equity of companies
acquired 1,766 1,766 3,532 3,532
Other operating expenses 9,886 2,585 20,787 13,488
32,068 25,512 66,537 61,349
Income before income taxes 21,582 32,275 39,607 55,707
Provision for federal and
state income taxes 8,500 12,800 15,600 22,000
Net income 13,082 19,475 24,007 33,707
Retained Earnings
Beginning of period 327,894 433,455 323,969 428,273
Dividends paid (6,500) (18,750) (13,500) (27,800)
Transfer to Great Western Bank,
A Federal Savings Bank (15,192) (15,192)
End of period $ 334,476 $ 418,988 $ 334,476 $ 418,988
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE> 4
ARISTAR, INC. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
For the Three For the Six
Months Ended June 30, Months Ended June 30,
(Dollars in thousands) 1997 1996 1997 1996
<S> <C> <C> <C> <C>
Cash flows from operating activities
Net income $ 13,082 $ 19,475 $ 24,007 $ 33,707
Adjustments to reconcile net income
to net cash provided by operating
activities
Provision for credit losses 15,600 13,600 31,000 28,100
Depreciation and amortization 3,357 3,340 6,707 6,598
Deferred income taxes 74 820 593 1,032
Increase (decrease) in
Accounts payable and other
liabilities 11,439 32,292 4,881 15,501
Unearned insurance premiums and
commissions and insurance claims
and benefits reserves 7 (959) (1,074) 1,467
Currently payable income taxes (3,630) (2,433) (2,329) (1,780)
Increase (decrease) in other assets (2,053) (9,551) 4,674 (9,331)
Net cash provided by operating
activities 37,876 56,584 68,459 75,294
Cash flows from investing activities
Investment securities purchased (27,614) (8,071) (39,834) (24,394)
Investment securities matured 12,074 15,695 28,501 31,462
Finance receivables originated
or purchased (370,917) (306,890) (698,802) (602,577)
Finance receivables repaid or sold 335,534 279,462 680,153 627,336
Net change in property and equipment (185) (219) (347) (361)
Net cash provided by (used in)
investing activities (51,108) (20,023) (30,329) 31,466
Cash flows from financing activities
Net change in short-term borrowings (12,128) 143,949 54,677 92,402
Proceeds from issuance of
long-term debt 21,500 99,841 27,500 99,841
Long-term debt issue costs (302) (600) (464) (600)
Repayments of long-term debt (5,000) (104,200) (5,000)
Net change in customer deposits (1,151) (6,685) (2,741) (7,154)
Net change in due to affiliate (228,821) (237,576)
Dividends paid (6,500) (18,750) (13,500) (27,800)
Transfer to Great Western Bank,
A Federal Savings Bank (15,192) (15,192)
Net cash provided by (used in)
financing activities 1,419 (31,258) (38,728) (101,079)
Net increase (decrease) in cash
and cash equivalents (11,813) 5,303 (598) 5,681
Cash and cash equivalents
Beginning of period 33,875 14,777 22,660 14,399
End of period $ 22,062 $ 20,080 $ 22,062 $ 20,080
Supplemental disclosures of
cash flow information
Interest paid $ 30,205 $ 19,146 $ 65,154 $ 56,597
Intercompany payment in lieu of
federal and state income taxes 12,133 14,500 17,934 23,050
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE> 5
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. These statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 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 and Change in Control
At June 30, 1997, the Company was an indirect, wholly-owned subsidiary of
Great Western Financial Corporation ("GWFC"). On July 1, 1997, pursuant to an
Agreement and Plan of Merger announced March 6, 1997, GWFC merged with and
into a wholly-owned subsidiary of Washington Mutual, Inc. ("Washington
Mutual"). Therefore, as a result of this merger, the Company is an indirect,
wholly-owned subsidiary of Washington Mutual.
<PAGE> 6
ARISTAR, INC. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 3 Transfers from Related Parties
On April 30, 1996, Great Western Bank, a Federal Savings Bank ("GWB"), then
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"). 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.
On December 31, 1996, GWFC transferred to the Company a portion of its
consumer banking business, hereinafter referred to as Blazer Financial
Corporation ("BFC"). BFC was comprised primarily of approximately $229
million in net consumer finance receivables and $147 million in customer
deposits. The Company recorded, at the purchase date, a transfer to GWFC of
approximately $35 million, representing the accumulated earnings of BFC at
that time.
In accordance with Interpretation Number 39, "Transfers and Exchanges of
Companies under Common Control," to Accounting Principles Opinion Number 16,
"Business Combinations," both of the above-described acquisitions have 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 acquisitions. Eliminations have been made for material intercompany
transactions between the combined entities.
Note 4 Insurance Recovery
In May 1996, the Company filed a fidelity bond claim, subsequently paid by the
insurer, in the amount of $8.0 million for the recovery of fraudulently
over-billed marketing costs which had occurred over a number of years. The
$8.0 million recovery has been reflected as a reduction of other operating
expenses in the accompanying financial statements.
<PAGE> 7
ARISTAR, INC. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 5 Finance Receivables
Finance receivables consist of the following:
<TABLE>
<S> <C> <C> <C>
June 30, December 31, June 30,
(Dollars in thousands) 1997 1996 1996
Consumer finance receivables
Real estate secured loans $ 1,054,338 $ 994,097 $ 933,162
Other instalment loans 1,062,407 1,109,143 1,075,687
Retail instalment contracts 367,698 400,530 384,292
Gross finance receivables 2,484,443 2,503,770 2,393,141
Less: Unearned finance charges and
deferred loan fees (311,121) (317,867) (311,338)
Allowance for credit losses (70,853) (70,045) (57,587)
Finance receivables, net $ 2,102,469 $ 2,115,858 $ 2,024,216
</TABLE>
Activity in the Company's allowance for credit losses is as follows:
Three Months Ended Six Months Ended
June 30, June 30,
(Dollars in thousands) 1997 1996 1997 1996
<TABLE>
<S> <C> <C> <C> <C>
Balance, beginning of period $ 70,346 $ 56,615 $ 70,045 $ 55,568
Provision for credit losses 15,600 13,600 31,000 28,100
Amounts charged off (19,414) (17,373 (38,653) (35,334)
Recoveries 3,789 4,234 7,623 8,380
Allowances on notes purchased 532 511 838 873
Balance, end of period $ 70,853 $ 57,587 $ 70,853 $ 57,587
</TABLE>
Note 6 Long-term Debt
Long-term debt at June 30, 1997 was comprised of:
(Dollars in thousands)
Senior Notes and Debentures $1,049,147
Senior Subordinated Notes
and Debentures 199,685
Federal Home Loan Bank Notes 27,500
$1,276,332
<PAGE> 8
ARISTAR, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 7 Customer Deposits
Customer deposits at June 30, 1997 was comprised of:
(Dollars in thousands)
Certificates of deposit
$100,000 and over $ 10,521
Certificates of deposit
under $100,000 116,024
Savings accounts 1,811
Money market accounts 15,041
$ 143,397
<PAGE> 9
Item 2. MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
During the first half of 1997 as compared to the same period of 1996, the
Company's average net finance receivables grew $79.6 million, or 3.8%.
However, because real estate loans made up a greater portion of the loan
portfolio during the first half of 1997 as compared to the same 1996 period,
and because of interest rate and competitive pressures, the overall portfolio
yield decreased 90 basis points to 16.8% from 17.7%. As a result, loan
interest and fee income decreased $2.4 million, or 1.3%, for the six months
ended June 30, 1997, as compared to the six months ended June 30, 1996.
Income from investment securities increased $473 thousand, or 10.5%, for the
six months ended June 30, 1997, as compared to the six months ended June 30,
1996. Therefore, total interest income decreased by $1.9 million, or 1.0%,
for the six months ended June 30, 1997, as compared to the same 1996 period.
Average debt outstanding increased $344.0 million, or 24.9%, and the weighted
average interest rate on such debt decreased by 95 basis points, resulting in
an increase in interest and debt expense of $6.1 million, or 10.6%, for the
six months ended June 30, 1997, as compared to the same 1996 period. The
proceeds from the increased debt were used to fund the related party transfers
discussed in Note 3 of the accompanying financial statements, to pay a $75
million dividend in July 1996, and for normal business operations. These
factors resulted in a decrease in net interest income before provision for
credit losses of $8.0 million, or 6.0%.
The provision for credit losses for the six months ended June 30, 1997 was
2.86% as an annualized percentage of average net finance receivables for that
period, as compared to 2.69% for the first half of 1996. 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 $2.2 million, or 6.0%, lower in the period ended June
30, 1997, as compared to the same 1996 period, primarily due to lower
incentive compensation and a reduction in allocated employee benefits costs.
Other operating expenses were $7.3 million, or 54.1%, higher in the six months
ended June 30, 1997 as compared to the same 1996 period, primarily because of
a $8.0 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 6.5% in the six months ended June 30, 1997 as
compared to 6.9% in the first half of 1996.
<PAGE> 10
PART II. OTHER INFORMATION
Item 5. Other Information
(a) Pursuant to an Agreement and Plan of Merger dated March 5, 1997 by and
among Washington Mutual, GWFC and New American Capital, Inc. ("NACI"), a
wholly owned subsidiary of Washington Mutual, GWFC merged with and into
NACI at the close of business on July 1, 1997 (the "Merger"). As
consideration for the Merger, Washington Mutual issued 139,619,435
shares of its common stock to holders of GWFC common stock and 660,000
shares of preferred stock to holders of GWFC preferred stock. As a
result of the Merger, the Company is an indirect, wholly owned
subsidiary of Washington Mutual.
(b) The calculation of the Company's ratio of earnings to fixed charges as
of the dates indicated is shown below:
<TABLE>
<S> <C> <C> <C>
Six Months Year Six Months
Ended Ended Ended
June 30, December 31, June 30,
1997 1996 1996
Income before income taxes $ 39,607 $ 99,518 $ 55,707
Fixed charges:
Interest and debt expense on
all indebtedness 63,415 120,758 57,338
Appropriate portion of
rentals (33%) 1,746 3,292 1,613
Total fixed charges 65,161 124,050 58,951
Earnings available for
fixed charges $ 104,768 $ 223,568 $ 114,658
Ratio of earnings
to fixed charges 1.61 1.80 1.94
</TABLE>
<PAGE> 11
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 August 31, 1996. (2)
(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 August 31, 1996. (2)
(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 August 31, 1996. (2)
(g) Agreement dated December 31, 1996, between Great Western
Financial Corporation and Aristar, Inc. (3)
(4) (a) Indenture dated as of May 1, 1991 between Aristar,
Inc. and Security Pacific National Bank, as
trustee. (4)
(b) Indenture dated as of May 1, 1991 between Aristar,
Inc. and The First National Bank of Boston, as
trustee. (4)
(c) Indenture dated as of July 1, 1992 between Aristar,
Inc. and The Chase Manhattan Bank, N.A., as
trustee. (5)
(d) Indenture dated as of July 1, 1992 between Aristar,
Inc. and Citibank, N.A., as trustee. (5)
(e) Indenture dated as of July 1, 1995 between Aristar,
Inc. and The Bank of New York, as trustee. (6)
(f) 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) (a) Income Tax Allocation Agreement dated as of December 15,
1995 between Aristar, Inc. and Great Western Financial
Corporation. (7)
(23) Consent of Independent Certified Public Accountants
(27) Financial Data Schedule
<PAGE> 12
Item 6. Exhibits and Reports on Form 8-K (Continued)
(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.
(2) Incorporated by reference to Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996,
Commission file number 1-3521.
(3) Incorporated by reference to Registrant's Current Report on
Form 8-K dated December 31, 1996, 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
No reports on Form 8-K were filed during the period covered by this
Report.
<PAGE> 13
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: August 6, 1997 By: /s/ James A. Bare
James A. Bare
Executive Vice President and
Chief Financial Officer
(Chief Accounting Officer)
<PAGE> 14
<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
six months ended June 30, 1997 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 22,062
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 147,052
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 2,173,322<F1>
<ALLOWANCE> (70,853)
<TOTAL-ASSETS> 2,378,599
<DEPOSITS> 143,397
<SHORT-TERM> 452,683
<LIABILITIES-OTHER> 51,247
<LONG-TERM> 1,276,332
0
0
<COMMON> 1
<OTHER-SE> 379,004
<TOTAL-LIABILITIES-AND-EQUITY> 2,378,599
<INTEREST-LOAN> 182,521
<INTEREST-INVEST> 4,983
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 187,504
<INTEREST-DEPOSIT> 4,225
<INTEREST-EXPENSE> 63,415
<INTEREST-INCOME-NET> 124,089
<LOAN-LOSSES> 31,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 66,537
<INCOME-PRETAX> 39,607
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,007
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 8.03
<LOANS-NON> 45,173
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 70,045
<CHARGE-OFFS> (38,653)
<RECOVERIES> 7,623
<ALLOWANCE-CLOSE> 70,853
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 70,853
<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 six months ended June 30, 1997
using the Article 9 format.
</FN>
</TABLE>
EXHIBIT 23
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 33-58361) of Aristar, Inc. of our report dated
February 14, 1997, which appears on page 2 of the Current Report on Form 8-K/A
dated December 31, 1996.
PRICE WATERHOUSE LLP
Tampa, Florida
August 6, 1997
